CEDAR REALTY TRUST, INC. - Annual Report: 2018 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 001-31817

CEDAR REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	42-1241468
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

44 South Bayles Avenue, Port Washington, NY	11050-3765
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 767-6492

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.06 par value	New York Stock Exchange
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Based on the closing sales price on June 30, 2018 of $4.72 per share, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $414,299,000.

The number of shares outstanding of the registrant’s Common Stock $.06 par value was 89,104,577 on February 11, 2019.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s definitive proxy statement relating to its 2019 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

CEDAR REALTY TRUST, INC.

TABLE OF CONTENTS

PART I
1 and 2.	Business and Properties	3
1A.	Risk Factors	10
1B.	Unresolved Staff Comments	23
3.	Legal Proceedings	23
4.	Mine Safety Disclosures	24

PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
6.	Selected Financial Data	26
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
7A.	Quantitative and Qualitative Disclosures about Market Risk	39
8.	Financial Statements and Supplementary Data	41
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
9A.	Controls and Procedures, including Management Report on Internal Control Over Financial Reporting	72
9B.	Other information	75

PART III
10.	Directors, Executive Officers and Corporate Governance	75
11.	Executive Compensation	75
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
13.	Certain Relationships and Related Transactions, and Director Independence	75
14.	Principal Accountant Fees and Services	75

PART IV
15.	Exhibits and Financial Statement Schedules	76
16.	Form 10-K Summary	78

Part I.

Items 1 and 2. Business and Properties

General

Cedar Realty Trust, Inc. (the “Company”) is a real estate investment trust (“REIT”) that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. At December 31, 2018, the Company owned and managed a portfolio of 58 operating properties (excluding properties “held for sale”) totaling 8.7 million square feet of gross leasable area (“GLA”). The portfolio was 91.0% leased and 90.7% occupied at December 31, 2018.

The Company, organized in 1984, has elected to be taxed as a real estate investment trust (“REIT”) under applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT under those provisions, the Company must have a preponderant percentage of its assets invested in, and income derived from, real estate and related sources. The Company’s objectives are to provide to its shareholders a professionally-managed real estate portfolio consisting primarily of grocery-anchored shopping centers from Washington, D.C. to Boston, which will provide substantial cash flow, currently and in the future, taking into account an acceptable modest risk profile, and which will present opportunities for additional growth in income and capital appreciation.

The Company, organized as a Maryland corporation, has established an umbrella partnership structure through the contribution of substantially all of its assets to Cedar Realty Trust Partnership L.P. (the “Operating Partnership”), organized as a limited partnership under the laws of Delaware. The Company conducts substantially all of its business through the Operating Partnership. At December 31, 2018, the Company owned 99.4% of the Operating Partnership and is its sole general partner. The 553,000 limited partnership units in the Operating Partnership (“OP Units”) are economically equivalent to the Company’s common stock and are redeemable at the option of the holder. Such redemptions are payable in cash or in shares of the Company’s common stock, one a one-to-one basis, at the option of the Company.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to long-term leases. The Company’s operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company focuses its investment activities on grocery-anchored shopping centers. The Company believes that, because of the need of consumers to purchase food and other staple goods and services generally available at such centers, its type of “necessities-based” properties should provide relatively stable revenue flows even during difficult economic times.

The Company, the Operating Partnership, their subsidiaries and affiliated partnerships are separate legal entities. For ease of reference, the terms “we”, “our”, “us”, “Company” and “Operating Partnership” (including their respective subsidiaries and affiliates) refer to the business and properties of all these entities, unless the context otherwise requires. The Company’s executive offices are located at 44 South Bayles Avenue, Port Washington, New York 11050-3765 (telephone 516-767-6492). The Company also maintains property management, construction management and/or leasing offices at several of its shopping-center properties. The Company’s website can be accessed at www.cedarrealtytrust.com, where a copy of the Company’s Forms 10-K, 10-Q, 8-K and other filings with the Securities and Exchange Commission (“SEC”) can be obtained free of charge. These SEC filings are added to the website as soon as reasonably practicable. The Company’s Code of Ethics, corporate governance guidelines and committee charters are also available on the website. Information on the website is not part of this Form 10-K.

The Company’s Properties

The following tables summarize information relating to the Company’s portfolio as of December 31, 2018:

	Number of				Percentage
State	properties		GLA		of GLA
Pennsylvania		24		4,357,000		49.9	%
Massachusetts		7		1,124,000		12.9	%
Connecticut		7		1,142,000		13.1	%
Maryland / Washington, D.C.		8		992,000		11.4	%
Virginia		7		493,000		5.6	%
New Jersey		3		307,000		3.5	%
New York		1		195,000		2.2	%
Delaware		1		119,000		1.4	%
Total portfolio		58		8,729,000		100.0	%

Tenant Concentration

	Number									Annualized		Percentage
	of				Percentage			Annualized		base rent		annualized
Tenant	stores		GLA		of GLA			base rent		per sq. ft.		base rents
Top twenty tenants (a):
Giant Foods		8		538,000		6.2	%	$	8,857,000	$	16.46		8.1	%
Shop Rite		4		250,000		2.9	%		4,212,000		16.85		3.9	%
Stop & Shop		4		271,000		3.1	%		2,966,000		10.94		2.7	%
LA Fitness		5		199,000		2.3	%		2,766,000		13.90		2.5	%
Dollar Tree		22		226,000		2.6	%		2,542,000		11.25		2.3	%
Big Y		2		106,000		1.2	%		2,006,000		18.92		1.8	%
Home Depot		2		253,000		2.9	%		1,977,000		7.81		1.8	%
Staples		5		106,000		1.2	%		1,773,000		16.73		1.6	%
BJ's Wholesale Club		1		118,000		1.4	%		1,683,000		14.26		1.5	%
United Artists		1		78,000		0.9	%		1,538,000		19.72		1.4	%
Kroger		2		125,000		1.4	%		1,528,000		12.22		1.4	%
Marshalls		6		170,000		1.9	%		1,497,000		8.81		1.4	%
Food Lion		4		163,000		1.9	%		1,460,000		8.96		1.3	%
Shoppers Food Warehouse		2		120,000		1.4	%		1,267,000		10.56		1.2	%
Planet Fitness		5		99,000		1.1	%		1,237,000		12.49		1.1	%
Walmart		3		192,000		2.2	%		1,193,000		6.21		1.1	%
Redner's		3		159,000		1.8	%		1,159,000		7.29		1.1	%
Kohl's		2		147,000		1.7	%		1,129,000		7.68		1.0	%
Home Goods		4		105,000		1.2	%		1,044,000		9.94		1.0	%
Petsmart		3		63,000		0.7	%		971,000		15.41		0.9	%
Sub-total top twenty tenants		88		3,488,000		40.0	%		42,805,000		12.27		39.2	%
Remaining tenants		755		4,426,000		50.7	%		66,256,000		14.97		60.8	%
Sub-total all tenants (b)		843		7,914,000		90.7	%	$	109,061,000	$	13.78		100.0	%
Vacant space	N/A			815,000		9.3	%
Total		843		8,729,000		100.0	%

(a)	Several of the tenants listed above share common ownership with other tenants:

(1) Giant Foods, Stop & Shop and Food Lion, 2) Shoppers Food Warehouse and Farm Fresh (GLA of 17,000; annualized base rent of $93,000), and (3) Marshalls, Home Goods, and TJ Maxx (GLA of 54,000; annualized base rent of $529,000).

(b)	Comprised of large tenants (15,000 or more GLA) and small tenants as follows:

			Percentage					Annualized		Percentage
	Occupied		of occupied			Annualized		base rent		annualized
	GLA		GLA			base rent		per sq. ft.		base rents
Large tenants		5,473,000		69.2	%	$	59,899,000	$	10.95		54.9	%
Small tenants		2,441,000		30.8	%		49,162,000		20.13		45.1	%
Total		7,914,000		100.0	%	$	109,061,000	$	13.78		100.0	%

Lease Expirations

										Annualized		Percentage
	Number				Percentage			Annualized		expiring		of annualized
Year of lease	of leases		GLA		of GLA			expiring		base rents		expiring
expiration	expiring		expiring		expiring			base rents		per sq. ft.		base rents
Month-To-Month		46		193,000		2.4	%	$	3,168,000	$	16.41		2.9	%
2019		105		703,000		8.9	%		10,320,000		14.68		9.5	%
2020		133		1,343,000		17.0	%		16,812,000		12.52		15.4	%
2021		131		931,000		11.8	%		14,616,000		15.70		13.4	%
2022		106		608,000		7.7	%		9,420,000		15.49		8.6	%
2023		76		609,000		7.7	%		8,496,000		13.95		7.8	%
2024		62		858,000		10.8	%		10,656,000		12.42		9.8	%
2025		40		583,000		7.4	%		7,800,000		13.38		7.2	%
2026		30		263,000		3.3	%		3,804,000		14.46		3.5	%
2027		34		319,000		4.0	%		4,248,000		13.32		3.9	%
2028		34		393,000		5.0	%		4,872,000		12.40		4.5	%
2029		21		481,000		6.1	%		5,772,000		12.00		5.3	%
Thereafter		25		630,000		8.0	%		9,077,000		14.41		8.3	%
All tenants		843		7,914,000		100.0	%	$	109,061,000	$	13.78		100.0	%
Vacant space	N/A			815,000	N/A
Total portfolio		843		8,729,000	N/A

Real Estate Summary

								Average
	Year				Percent			base rent per		Major Tenants (a)
Property Description	acquired		GLA		occupied			leased sq. ft.		Name	GLA
Connecticut
Bethel Shopping Center		2013		101,105		95.1	%	$	24.26	Big Y		63,817
Brickyard Plaza		2004		227,598		97.0	%		8.45	Home Depot		103,003
										Kohl's		58,966
										Michaels		21,429
										Petsmart		20,405
Groton Shopping Center		2007		130,264		100.0	%		12.29	TJ Maxx		30,000
										Goodwill		21,306
										Aldi		17,664
										Planet Fitness		17,500
Jordan Lane		2005		177,504		73.6	%		13.43	Stop & Shop		60,632
										Cardio Fitness		20,283
New London Mall		2009		259,566		92.1	%		14.91	Shop Rite		64,017
										Marshalls		30,627
										Home Goods		25,432
										Petsmart		23,500
										A.C. Moore		20,932
Oakland Commons		2007		90,100		100.0	%		6.37	Walmart		54,911
										Bristol Ten Pin		35,189
Southington Center		2003		155,842		98.5	%		7.74	Walmart		95,482
										NAMCO		20,000
Total Connecticut				1,141,979		92.9	%		12.15

Delaware
Christina Crossing		2017		119,353		89.4	%		17.53	Shop Rite		68,621

Maryland / Washington, D.C.
East River Park		2015		150,038		98.7	%		21.67	Safeway		40,000
										District of Columbia		34,400
Metro Square		2008		71,896		100.0	%		18.14	Shoppers Food Warehouse		58,668
Oakland Mills		2005		58,224		91.0	%		12.11	LA Mart		39,279
San Souci Plaza (b)		2009		264,134		82.6	%		11.20	Shoppers Food Warehouse		61,466
										Marshalls		27,000
										Home Goods		19,688
										Maximum Health and Fitness		15,612
Senator Square		2018		61,691		100.0	%		20.80	Unity Health Care		18,750
Shoppes at Arts District		2016		35,676		100.0	%		36.01	Busboys and Poets		9,889
										Yes! Organic Market		7,169
Valley Plaza		2003		190,939		95.8	%		5.75	K-Mart		95,810
										Ollie's Bargain Outlet		41,888
										Tractor Supply		32,095
Yorktowne Plaza		2007		158,982		74.7	%		13.39	Food Lion		37,692
Total Maryland / Washington, D.C.				991,580		89.8	%		14.39

Massachusetts
Fieldstone Marketplace	2005/2012			150,123		80.0	%		12.18	Shaw's		68,000
										Work Out World		32,250
Franklin Village Plaza	2004/2012			303,524		90.1	%		21.61	Stop & Shop		75,000
										Marshalls		26,890
										Boost Fitness		15,807
Kings Plaza		2007		168,243		81.9	%		8.59	Fun Z Trampoline Park		42,997
										Ocean State Job Lot		20,300
										Savers		19,339
Norwood Shopping Center		2006		97,756		98.2	%		10.43	Big Y		42,598
										Planet Fitness		18,830
										Dollar Tree		16,798
The Shops at Suffolk Downs		2005		121,320		100.0	%		14.19	Stop & Shop		74,977

								Average
	Year				Percent			base rent per		Major Tenants (a)
Property Description	acquired		GLA		occupied			leased sq. ft.		Name	GLA
Massachusetts (continued)
Timpany Plaza		2007		183,775		88.9	%		7.70	Stop & Shop		59,947
										Big Lots		28,027
										Gardner Theater		27,576
Webster Commons		2007		98,984		96.7	%		11.52	Big Lots		37,024
										Planet Fitness		18,681
Total Massachusetts				1,123,725		89.7	%		13.54

New Jersey
Pine Grove Plaza		2003		86,089		90.7	%		11.66	Peebles		24,963
The Shops at Bloomfield Station		2016		63,844		86.7	%		19.38	Super Foodtown		28,505
Washington Center Shoppes		2001		157,394		92.9	%		10.14	Acme Markets		66,046
										Planet Fitness		20,742
Total New Jersey				307,327		91.0	%		12.39

New York
Carman's Plaza		2007		195,283		84.9	%		19.96	24 Hour Fitness		54,106
										Key Foods		32,570
										Department of Motor Vehicle		19,310
Pennsylvania
Academy Plaza		2001		137,415		90.8	%		15.54	Acme Markets		50,918
Camp Hill		2002		423,671		99.7	%		15.14	Boscov's		159,040
										Giant Foods		92,939
										LA Fitness		45,000
										Barnes & Noble		24,908
										Staples		20,000
Colonial Commons		2011		408,642		91.9	%		13.35	Giant Foods		67,815
										Dick's Sporting Goods		56,000
										Home Goods		31,436
										Ross Dress For Less		30,000
										Marshalls		27,000
										JoAnn Fabrics		25,500
										David's Furniture		24,970
										Old Navy		15,500
Crossroads II (b)		2008		133,717		93.5	%		19.77	Giant Foods		78,815
Fairview Commons		2007		52,964		66.7	%		10.63	Grocery Outlet		16,650
Fort Washington Center		2002		41,000		100.0	%		16.00	LA Fitness		41,000
Gold Star Plaza		2006		71,720		100.0	%		9.23	Redner's		48,920
Golden Triangle		2003		202,790		95.5	%		12.21	LA Fitness		44,796
										Marshalls		30,000
										Staples		24,060
										Just Cabinets		18,665
										Aldi		15,242
Halifax Plaza		2003		51,510		100.0	%		13.00	Giant Foods		32,000
Hamburg Square		2004		99,580		67.4	%		6.86	Redner's		56,780
Lawndale Plaza		2015		92,773		98.0	%		18.46	Shop Rite		63,342
Meadows Marketplace	2004/2012			91,518		92.0	%		15.47	Giant Foods		67,907
Newport Plaza		2003		64,489		100.0	%		12.74	Giant Foods		43,400
Northside Commons		2008		69,136		100.0	%		10.19	Redner's		53,019
Palmyra Shopping Center		2005		111,051		87.5	%		7.49	Weis Markets		46,912
										Goodwill		18,104
Port Richmond Village		2001		125,578		90.4	%		14.69	Thriftway		40,000
										Pep Boys		20,615
Quartermaster Plaza		2014		456,602		93.5	%		14.45	Home Depot		150,000
										BJ's Wholesale Club		117,718
										Planet Fitness		23,146
										Staples		20,388
										Petsmart		19,089

								Average
	Year				Percent			base rent per			Major Tenants (a)
Property Description	acquired		GLA		occupied			leased sq. ft.			Name	GLA
Pennsylvania (continued)
Riverview Plaza		2003		236,217		85.4	%		21.18		United Artists		77,700
											Avalon Carpet		25,000
											Pep Boys		22,000
											Staples		18,000
South Philadelphia		2003		251,881		86.0	%		13.93		Shop Rite		54,388
											Ross Dress For Less		31,349
											LA Fitness		31,000
											Modell's		20,000
											Kid City		16,623
Swede Square		2003		100,816		97.0	%		18.36		LA Fitness		37,200
The Commons		2004		203,309		61.7	%		10.01		Pat Catans		52,654
											TJ Maxx		24,404
The Point		2000		268,037		96.6	%		13.25		Burlington Coat Factory		76,665
											Giant Foods		76,627
											A.C. Moore		24,890
											Staples		24,000
Trexler Mall		2005		337,297		79.3	%		11.59		Kohl's		88,248
											Lehigh Wellness Partners		33,227
											Maxx Fitness		28,870
											Marshalls		28,488
											Home Goods		28,181
Trexlertown Plaza		2006		325,171		92.1	%		14.11		Giant Foods		78,335
											Hobby Lobby		57,512
											Burlington Coat Factory		40,000
											Big Lots		33,824
											Tractor Supply		19,097
Total Pennsylvania				4,356,884		90.0	%		14.07

Virginia
Coliseum Marketplace		2005		106,648		100.0	%		17.20		Kroger		57,662
											Michaels		23,981
Elmhurst Square		2006		66,254		93.5	%		10.34		Food Lion		38,272
General Booth Plaza		2005		71,639		100.0	%		14.56		Food Lion		53,758
Glen Allen Shopping Center		2005		63,328		100.0	%		7.14		Publix		63,328
Kempsville Crossing		2005		79,512		94.5	%		11.65		Walmart		41,975
											Farm Fresh		16,938
Oak Ridge Shopping Center		2006		38,700		92.2	%		11.13		Food Lion		33,000
Suffolk Plaza		2005		67,216		100.0	%		9.90		Kroger		67,216
Total Virginia				493,297		97.6	%		12.27

Total (91.0% leased at December 31, 2018)				8,729,428		90.7	%	$	13.78	(c)

(a)	Major tenants are determined as tenants with 15,000 or more sq.ft. of GLA, tenants at single-tenant properties, or the largest tenant at a property, based on GLA.

(b)

The Company has a 40% ownership interest in the San Souci Plaza joint venture and a 60% ownership interest in the Crossroads II joint venture. Based on partnership promotes, additional equity interests, and/or other terms of the related joint venture agreements, the Company currently recognizes the results of operations of these joint ventures in excess of its stated percentage ownership.

(c)

Average base rent is calculated as the aggregate, annualized contractual minimum rent for all occupied spaces divided by the aggregate GLA of all occupied spaces as of December 31, 2018. Tenant concessions are reflected in this measure except for a limited number of short-term (generally one to three months) free rent concessions provided to new tenants that took occupancy prior to the end of the reporting period but within the concession period. Average base rent would have been $13.54 per square foot if all such free rent concessions were reflected.

The terms of the Company’s retail leases generally vary from tenancies at will to 25 years, excluding renewal options. Anchor tenant leases are typically for 10 to 25 years, with one or more renewal options available to the lessee upon expiration of the initial lease term. By contrast, smaller store leases are typically negotiated for five-year terms. The longer terms of major tenant leases serve to protect the Company against significant vacancies and to assure the presence of strong tenants which draw consumers to its centers. The shorter terms of smaller store leases allow the Company under appropriate circumstances to adjust rental rates periodically and, where possible, to upgrade or adjust the overall tenant mix.

Most leases contain provisions requiring tenants to pay their pro rata share of real estate taxes, insurance and certain operating costs. Some leases also provide that tenants pay percentage rent based upon sales volume generally in excess of certain negotiated minimums.

Excluding properties held for sale or sold, Giant Food Stores, LLC, Stop & Shop, Inc. and Food Lion, LLC, each of which is owned by Ahold N.V., a Netherlands corporation, leased an aggregate of approximately 11% of the Company’s GLA at December 31, 2018, and accounted for an aggregate of approximately 11% of the Company’s total revenues during 2018. No other tenant leased more than 10% of GLA at December 31, 2018, or contributed more than 10% of total revenues during 2018.

Executive Offices

The Company’s executive offices are located at 44 South Bayles Avenue, Port Washington, New York, pursuant to a lease which expires in February 2020.

Competition

The Company believes that competition for the acquisition and operation of grocery-anchored shopping centers is highly fragmented. It faces competition from institutional investors, public and private REITs, owner‑operators engaged in the acquisition, ownership, redevelopment and leasing of shopping centers, as well as from numerous local, regional and national real estate developers and owners in each of its markets. It also faces competition in leasing available space at its properties to prospective tenants. Competition for tenants varies depending upon the characteristics of each local market in which the Company owns and manages properties. The Company believes that the principal competitive factors in attracting tenants in its market are location, price and other lease terms, the presence of anchor tenants, the mix, quality and sales results of other tenants, and maintenance, appearance, access and traffic patterns of its properties.

Environmental Matters

Under various federal, state, and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. In connection with the ownership, operation, redevelopment and management of real estate, the Company may potentially become liable for removal or remediation costs, as well as certain other related costs and liabilities, including governmental fines and injuries to persons and/or property. Generally, the Company’s tenants must comply with environmental laws and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance and/or indemnification, or if a tenant fails to or cannot comply, the Company could be forced to pay these costs.

The Company believes that environmental studies conducted at the time of acquisition with respect to its properties did not reveal any material environmental liabilities for which the Company is responsible and that would have a material adverse effect on its business, results of operations or liquidity. However, no assurances can be given that existing environmental studies with respect to any of the properties reveal all environmental liabilities, that any prior owner of or tenant at a property did not create a material environmental condition not known to the Company, or that a material environmental condition does not otherwise exist at any one or more of its properties. If a material environmental condition does in fact exist, it could have an adverse impact upon the Company’s financial condition, results of operations and liquidity.

Employees

As of December 31, 2018, the Company had 76 full-time employees and one part-time employee. The Company believes that its relations with its employees are good.

Item 1A.

Risk Factors

Set forth below are the risk factors that we believe are material to our investors. Each of these risk factors could adversely affect our business operating results and/or financial condition, as well as adversely affect the value of our common stock and other securities. In addition to the following disclosures, please refer to the other information contained in this Annual Report on Form 10-K including the accompanying consolidated financial statements and the related notes. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitation on forward-looking statements appearing elsewhere in this Annual Report on Form 10-K.

These risk factors are not exhaustive. We operate in a competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. Investors should also refer to our quarterly reports on Form 10-Q and current reports on Form 8-K for future periods for material updates to these risk factors.

Risks Related to Our Properties and Our Business

Our properties consist primarily of grocery-anchored shopping centers. Our performance therefore is linked to economic conditions in the market for retail space generally.

Our properties consist primarily of grocery-anchored shopping centers, and our performance therefore is linked to economic conditions in the market for retail space generally. This also means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, the impact of e-commerce on the demand for retail space, ongoing consolidation in the retail sector, and changes in economic conditions and consumer confidence. A downturn in the U.S. economy and reduced consumer spending could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity or other reasons, and therefore decrease the revenue generated by our properties and/or the value of our properties. Our ability to lease space and negotiate and maintain favorable rents could also be negatively impacted by the state of the U.S. economy. Moreover, the demand for leasing space in our shopping centers could also significantly decline during a significant downturn in the U.S. economy that could result in a decline in our occupancy percentage and reduction in rental revenues. Any sustained levels of high unemployment can be expected to have a serious negative impact on consumer spending and sales by tenants at our shopping centers.

In addition, increases in energy costs in this country may cause shoppers to restrict their trips by automobile to shopping centers, reduce their purchases of gasoline and other products from the fuel service stations at several of our properties, as well as reduce their levels of discretionary spending, all of which, in turn, could adversely affect sales at our properties.

The geographic concentration of our properties in the Washington, D.C. to Boston corridor exposes us to greater economic risks than if the distribution of our properties encompassed a broader region.

Our properties are located largely in the region that straddles the Washington, D.C. to Boston corridor, which exposes us to greater economic risks than if our properties were more diversely located (in particular, 24 of our properties are located in Pennsylvania). Any adverse economic or real estate developments resulting from the regulatory environment, business climate, fiscal problems or weather in such regions could have an adverse impact on our prospects. In addition, the economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industry sectors may result in an increase in tenant vacancies, which may harm our performance in the affected markets.

Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

Our performance and value are subject to risks associated with real estate assets and with the real estate industry, including, among other things, risks related to adverse changes in national, regional and local economic and market conditions. Our continued ability to make expected distributions to our shareholders depends on our ability to generate sufficient revenues to meet operating expenses, future debt service and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties.

These events and conditions include, but may not be limited to, the following:

•

local oversupply, increased competition or declining demand for real estate;

•

local economic conditions, which may be adversely impacted by plant closings, business layoffs, industry slow‑downs, weather conditions, natural disasters and other factors;

•

non-payment or deferred payment of rent or other charges by tenants, either as a result of tenant-specific financial ills, or general economic events or circumstances adversely affecting consumer disposable income or credit;

•

vacancies or an inability to rent space on acceptable terms;

•

increased operating costs, including real estate taxes, insurance premiums, utilities, costs associated with the need to periodically renovate and re-lease space, and repairs and maintenance;

•

volatility and/or increases in interest rates, or the non-availability of funds in the credit markets in general;

•

increased costs of complying with current, new or expanded governmental regulations;

•

the relative illiquidity of real estate investments;

•

changing market demographics;

•

changing traffic patterns; and

•

an inability to refinance maturing debt in acceptable amounts and/or on acceptable terms.

In addition, costs associated with our operations, such as real estate and personal property taxes, insurance, and mortgage payments, generally are not reduced even as occupancy or rental rates decrease, tenants fail to pay base and additional rent or other circumstances cause a reduction in income. As a result, our financial performance, cash flow from operations and our ability to make distributions to our shareholders may be adversely affected.

Our success depends on key personnel whose continued service is not guaranteed.

Our success depends on the efforts of key personnel, whose continued service is not guaranteed. Key personnel could be lost because we could not offer, among other things, competitive compensation programs. If one or more of our senior executives or key employees are unable to continue in their present positions or if their employment contracts are terminated or not renewed, we may not be able to replace them easily or at all. Competition for key personnel is intense, and such experienced individuals in our industry are in short supply. The loss of services of key personnel could materially and adversely affect our operations because of diminished relationships with lenders, sources of equity capital, construction companies, and existing and prospective tenants, and the ability to conduct our business and operations without material disruption.

The level of our indebtedness and any constraints on credit may impede our operating performance, and put us at a competitive disadvantage.

The level of our indebtedness may harm our business and operating results by (1) requiring us to use a substantial portion of our available liquidity to pay required debt service and/or repayments or establish additional reserves, which would reduce amounts available for distributions, (2) placing us at a competitive disadvantage compared to competitors that have less debt or debt at more favorable terms, (3) making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions, and (4) limiting our ability to borrow more money for operations or capital expenditures. In addition, increases in interest rates may impede our operating performance and put us at a competitive disadvantage. Further, payments of required debt service or amounts due at maturity, or creation of additional reserves under loan agreements, could adversely affect our liquidity. Our organizational documents do not limit the level or amount of debt that we may incur, no do we have a policy limiting our debt to any particular level.

As a relatively small public REIT, our general and administrative expenses constitute a larger percentage of our total revenues than many of our peers.

Our revenues for the year ended December 31, 2018 were $152.0 million. Because our company is smaller than many other publicly-traded REITs, our general and administrative expenses are, and will continue to be, a larger percentage of our total revenues than many other publicly-traded REITs. If we are unable to successfully execute on our strategy and grow our business, our general and administrative expenses will continue to have a greater effect on our financial performance and will reduce the amount of cash flow available to distribute to our shareholders.

Economic conditions in the U.S. economy in general, and any uncertainty in the credit markets and retail environment, could adversely affect our ability to continue to pay dividends or cause us to reduce the amount of our dividends.

We paid dividends totaling $0.20 per share during each of 2018, 2017 and 2016. However, any downturn in the state of the U.S. economy, weakness in capital markets and/or difficult retail environment may cause us to reduce or suspend the payment of dividends.

Any volatility or instability in the credit markets could adversely affect our ability to obtain new financing or to refinance existing indebtedness.

Any instability in the credit markets may negatively impact our ability to access debt financing, to arrange property‑specific financing or to refinance our existing debt as it matures on favorable terms or at all. As a result, we may be forced to seek potentially less attractive financings, including equity investments, on terms that may not be favorable to us. In doing so, we may be compelled to dilute the interests of existing shareholders that could also adversely reduce the trading price of our common stock.

We may be exposed to additional risks through our hedging activities, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate.

To manage our exposure to variable interest rate risk, we use derivative instruments that involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, or that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. If we decide to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failure to effectively hedge against interest rate changes may adversely affect our results of operations.

In addition, under the REIT qualification provisions of the Code, income we could receive from certain hedging transactions may be treated as non-qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit or entirely avoid otherwise advantageous hedging techniques.

As substantially all of our revenues are derived from rental income, failure of tenants to pay rent or delays in arranging leases and occupancy at our properties could seriously harm our operating results and financial condition.

Substantially all of our revenues are derived from rental income from our properties. Our tenants may experience a downturn in their respective businesses and/or in the economy generally at any time that may weaken their financial condition. As a result, any such tenants may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent, or declare bankruptcy. Any leasing delays, failure to make rental or other payments when due, or tenant bankruptcies, could result in the termination of tenants’ leases, which would have a negative impact on our operating results. In addition, adverse market and economic conditions and competition may impede our ability to renew leases or re-let space as leases expire, which could harm our business and operating results.

Our business may be seriously harmed if a major tenant fails to renew its lease(s) or vacates one or more properties and prevents us from re-leasing such premises by continuing to pay base rent for the balance of the lease terms. In addition, the loss of such a major tenant could result in lease terminations or reductions in rent by other tenants at the affected properties, as provided in their respective leases. Excluding properties held for sale or sold, no tenant leased more than 10% of GLA at December 31, 2018 or contributed more than 10% of total revenues during 2018, except for Giant Food Stores, LLC, Stop & Shop, Inc. and Food Lion, LLC, each of which is owned by Ahold N.V., a Netherlands corporation, which leased an aggregate of approximately 11% of our GLA at December 31, 2018, and accounted for an aggregate of approximately 11% of our total revenues, during 2018.

We may be restricted from re-leasing space based on existing exclusivity lease provisions with some of our tenants. In these cases, the leases contain provisions giving the tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center, which limits the ability of other tenants within that center to sell such merchandise or provide such services. When re-leasing space after a vacancy by one of such other tenants, such lease provisions may limit the number and types of prospective tenants for the vacant space. The failure to re-lease space or to re-lease space on satisfactory terms could harm operating results.

We face potential material adverse effects from tenant bankruptcies.

Any bankruptcy filings by, or relating to, one of our tenants or a lease guarantor would generally bar efforts by us to collect pre-bankruptcy debts from that tenant, or lease guarantor, unless we receive an order permitting us to do so from the bankruptcy court. A bankruptcy by a tenant or lease guarantor could delay efforts to collect past due balances, and could ultimately preclude full or, in fact, any collection of such sums. If a lease is affirmed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must generally be paid in full. However, if a lease is disaffirmed by a tenant in bankruptcy, we would have only an unsecured claim for damages, which would be paid normally only to the extent that funds are available, and only in the same percentage as is paid to all other members of the same class of unsecured creditors. In addition, we may be unable to replace the tenant at current rental rates. It is possible, and indeed likely, that we would recover substantially less than, or in fact no portion of, the full value of any unsecured claims we hold, and would be required to write off any straight-line rent receivable recorded for such tenant, which may in turn harm our financial condition.

Our development and redevelopment activities may not yield anticipated returns, which would harm our operating results and reduce funds available for distributions to shareholders.

We have limited experience in substantially developing and redeveloping properties in our markets. Development and redevelopment projects entail considerable risks, including:

•

time lag between commencement and completion, leaving us exposed to higher-than-estimated construction costs, including labor and material costs, as well as changes in the overall rental markets;

•

failure or inability to obtain construction or permanent financing on favorable terms;

•

inability to sell properties we identify for sale as part of a capital recycling strategy;

•

expenditure of money and time on projects that may never be completed;

•

inability to secure key anchor or other tenants;

•

inability to achieve projected rental rates or anticipated pace of lease-up;

•

inability to obtain various government and other approvals;

•

delays in completion relating to weather, labor disruptions, construction or zoning delays; and

•

higher costs incurred than originally estimated.

In addition, the entitlement and development of real estate entails extensive approval processes, sometimes involving multiple regulatory jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies. Compliance with these and other regulations and standards is time intensive and costly and may require additional long range infrastructure review and approvals which can add to project cost. In addition, development of properties containing delineated wetlands may require one or more permits from the U.S. federal government and/or state and local governmental agencies. Any of these issues can materially affect the cost, timing and economic viability of our development and redevelopment projects.

Moreover, properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, at the time we make the decision to invest, which may result in the properties’ failure to achieve the returns we projected. Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property. In addition, our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.

At times, we may also be required to use unionized construction workers or to pay the prevailing wage in a jurisdiction to unionized workers. Due to the highly labor intensive and price competitive nature of the construction business, the cost of unionization and/or prevailing wage requirements for new developments or redevelopments could be substantial. Unionization and prevailing wage requirements could adversely affect a project’s profitability. In addition, union activity or a union workforce could increase the risk of a strike, which would adversely affect our ability to meet our construction timetables, which could adversely affect our reputation and our results of operations.

Additionally, new real estate under development activities typically require substantial time and attention from management, and the time frame required for development, construction and lease-up of these properties could require several years to realize any significant cash return. The foregoing risks could cause the development of properties to hinder the Company’s growth and have an adverse effect on its results of operations and cash flows.

Developing and redeveloping properties will require significant capital investment, which may be funded through debt and equity financing, implementing a capital recycling strategy, entering into a joint venture arrangement with respect to one or more properties, or suspending or reducing distributions to our stockholders.

“New Technology” developments may negatively impact our tenants and our business.

We may be adversely affected by developments in new technology which may cause the business of certain of our tenants to become substantially diminished or functionally obsolete, with the result that such tenants may be unable to pay rent, become insolvent, file for bankruptcy protection, close their stores, or terminate their leases. Examples of the potentially adverse effects of new technology on retail businesses include, among other things, the overall effects of e-commerce.

Recent annual increases in online sales have also caused many retailers to sell products online on their websites with pick-ups at a store or warehouse or through deliveries, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them. With respect to grocer tenants, on-line grocery orders have become increasingly available, particularly in urban areas, but have not yet become a major factor affecting grocers in our portfolio. We cannot predict with certainty how growth in e-commerce, including same-day grocery delivery services, will impact the demand for space at our properties or how much revenue will be generated at “bricks and mortar” store locations in the future. If we are unable to anticipate and respond promptly to trends in retailer and consumer behavior, our occupancy levels and financial results could suffer.

Competition may impede our ability to renew leases or re‑let spaces as leases expire, which could harm our business and operating results.

We also face competition from similar retail centers within our respective trade areas that may affect our ability to renew leases or re-let space as leases expire. Certain national retail chain bankruptcies and resulting store closings/lease disaffirmations have generally resulted in increased available retail space which, in turn, has resulted in increased competitive pressure to renew tenant leases upon expiration and to find new tenants for vacant space at such properties. In addition, any new competitive properties that are developed within the trade areas of our existing properties may result in increased competition for customer traffic and creditworthy tenants. Increased competition for tenants may require us to make tenant and/or capital improvements to properties beyond those that we would otherwise have planned to make. Any unbudgeted tenant and/or capital improvements we undertake may reduce cash that would otherwise be available for distributions to shareholders. Ultimately, to the extent we are unable to renew leases or re-let space as leases expire, our business and operations could be negatively impacted.

The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results.

The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results. Our unsecured credit facilities and the mortgages on our properties contain customary negative covenants, such as those that limit our ability, without the prior consent of the lender, to sell or otherwise transfer any ownership interest, to further mortgage the applicable property, to enter into leases, or to discontinue insurance coverage. Our ability to borrow under our unsecured revolving credit facility is subject to compliance with these financial and other covenants, including restrictions on the maximum availability, which is based on the adjusted net operating income of designated unencumbered properties, the payment of dividends, and overall restrictions on the amount of indebtedness we can incur. If we breach covenants in our debt agreements, the lenders could declare a default and require us to repay the debt immediately and, if the debt is secured, take possession of the property or properties securing the loan.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss.

Our properties may be subject to impairment charges.

On a periodic basis, we assess whether there are any indicators that the value of our held-for-use real estate assets and other investments may be impaired. Held-for-use real estate assets are impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. The estimate of cash flows considers factors such as expected future operating income, capital expenditures, trends and prospects, the effects of

demand, tenant-operator performance, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the future cash flow considerations include the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information including a market discount rate applied to the estimated future proceeds. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

Our capital migration strategy entails various risks.

We intend to sell properties and reinvest those proceeds in the acquisition of higher quality properties in our target markets, the development and redevelopment of our properties, or use the proceeds to pay down debt. While we hope to minimize the dilutive effect of these sales on our earnings, in the near term the returns on the disposed assets are likely to exceed the returns we are able to achieve through the reinvestment of those proceeds. Also, in the event we are unable to sell these assets for amounts equal to or in excess of their current carrying values, we would be required to recognize an impairment charge. Any such impairment charges or earnings dilution could materially and adversely affect our business, financial condition, operating results and cash flows and the market price of our publicly traded securities.

Competition and saturation in our existing markets may limit our ability for further growth in these geographic regions.

Numerous commercial developers and real estate companies compete with us seeking properties for acquisition in our existing target markets. This competition may operate to reduce the properties available for acquisition in these markets, increase the cost of the properties we acquire, reduce the rate of return on these properties, and interfere with our ability to attract and retain tenants.

High barriers to entry in the Washington, D.C. to Boston corridor due to mature economies, road patterns, density of population, restrictions on development, and high land costs, coupled with large numbers of often overlapping government jurisdictions, may make it difficult for us to continue to grow in these areas.

Future acquisitions may result in disruptions to our business, may strain management resources and may result in earnings per share and shareholder dilution.

If we acquire a business involving multiple properties, we will be required to integrate the operations, personnel and accounting and information systems of the acquired business and train, retain and motivate any key personnel from the acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees. The issuance of equity or debt securities in connection with any acquisition or investment could be substantially dilutive to our shareholders.

Commercial real estate investments are relatively illiquid.

Real estate investments are relatively illiquid. Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond our control. We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property. We may be required to expend funds to correct defects or to make improvements before a property can be sold. Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.

Our business could be negatively affected by shareholder activism, which could impact the trading price and volatility of our common stock.

In recent years, proxy contests and other forms of shareholder activism have been directed against numerous public companies, including us. If a proxy contest or an unsolicited takeover proposal was made with respect to us, we could incur significant costs in defending the Company, which would have an adverse effect on our financial results. Shareholder activists may also seek to involve themselves in the governance, strategic direction and operations of the Company. If individuals are elected to our board of directors with a specific agenda, even though less than a majority, our ability to effectively and timely implement our current initiatives and execute on our long-term strategy may be adversely affected. While we continually and actively engage with shareholders and consider

their views on business and strategy, shareholder activism consumes a significant amount of management’s attention and other company resources and diverts the attention of management and our employees from our business.

Any perceived uncertainties as to our future direction resulting from such shareholder activism or proxy contest could result in the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel and business partners, all of which could adversely affect our business. Furthermore, actions of activist shareholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Natural disasters and severe weather conditions could have an adverse impact on our cash flow and operating results.

Some of our properties could be subject to potential natural or other disasters. In addition, we may acquire properties that are located in areas which are subject to natural disasters. Properties could also be affected by increases in the frequency or severity of hurricanes or other storms, whether such increases are caused by global climate changes or other factors. The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space. If insurance is unavailable to us, or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from such events, our earnings, liquidity and/or capital resources could be adversely affected.

Property ownership through joint ventures could limit our control of those investments and reduce their expected return.

As of December 31, 2018, we owned two of our operating properties through consolidated joint ventures. Our joint ventures, and joint ventures we may enter into in the future, may involve risks not present with respect to our wholly owned properties, including the following:

•

we may share decision-making authority with our joint venture partners regarding certain major decisions affecting the ownership or operation of the joint venture and the joint venture property, such as, but not limited to, (1) additional capital contribution requirements, (2) signing of major leases, (3) obtaining debt financing, and (4) obtaining consent prior to the sale or transfer of our interest in the joint venture to a third party, which may prevent us from taking actions that are opposed by our joint venture partners;

•

our joint venture partners might become bankrupt or fail to fund their share of required capital contributions, which may increase our financial commitment to the joint venture;

•

our joint venture partners may have business interests or goals with respect to the property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;

•

disputes may develop with our joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration that would increase our expenses and distract our officers and/or trustees from focusing their time and effort on our business, and possibly disrupt the day-to-day operations of the property such as by delaying the implementation of important decisions until the conflict is resolved; and

•

the activities of a joint venture could adversely affect our ability to qualify as a REIT.

Potential losses may not be covered by insurance.

Potential losses may not be covered by insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance under a blanket policy covering all of our properties. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses related to war, nuclear accidents, and nuclear, biological and chemical occurrences from terrorist’s acts. Some of the insurance, such as those covering losses due to wind, floods and earthquakes, is subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry and other factors outside our control. As a result, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and toxic mold, or, if offered, the expense of obtaining these types of insurance may not be justified. Additionally, certain tenants have termination rights in respect of certain casualties. If we receive casualty proceeds, we may not be able to reinvest such proceeds profitably or at all, and we may be forced to recognize taxable gain on the affected property. If we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the

damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

We could incur significant costs related to government regulation and litigation over environmental matters and various other federal, state and local regulatory requirements.

All real property and the operations conducted on real property are subject to federal, state and local laws, ordinances and regulations relating to hazardous materials, environmental protection and human health and safety. Accordingly, we or our tenants may be required to investigate and clean up certain hazardous or toxic substances released on properties we own or operate, and also may be required to pay other related costs. Our leases typically impose obligations on our tenants to indemnify us for any compliance costs we may incur as a result of environmental conditions on the property caused by the tenant. If a tenant fails to or is unable to comply, we could be forced to pay these costs. If not addressed, environmental conditions could impair our ability to sell or re-lease the affected properties in the future, result in lower sales prices or rent payments, and restrict our ability to borrow funds using the affected properties as collateral.

We could incur significant costs related to government regulations and litigation over environmental matters. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation, remediation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. We may be liable without regard to whether we knew of, or were responsible for, the environmental contamination and with respect to properties we have acquired, whether the contamination occurred before or after the acquisition.

We believe environmental studies conducted at the time of acquisition with respect to all of our properties did not reveal any material environmental liabilities for which the Company is responsible, and we are unaware of any subsequent environmental matters that would have created a material liability. If one or more of our properties were not in compliance with federal, state and local laws, including environmental laws, we could be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with such requirements, our business and operations could be adversely affected. If we fail to comply with such requirements, we might additionally incur governmental fines or private damage awards. There can be no assurance that existing requirements will not change or that future requirements will not require us to make significant unanticipated expenditures that will adversely impact our business and operations.

The Americans with Disabilities Act of 1990 (the “ADA”) could require us to take remedial steps with respect to our properties.

Our existing properties, as well as properties we may acquire, may be required to comply with Title III of the ADA. We may incur significant costs to comply with the ADA, as amended, and similar laws, which require that all public accommodations meet federal requirements related to access and use by disabled persons, and with various other federal, state and local regulatory requirements, such as state and local fire and life safety requirements.

We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.

We rely extensively on computer systems to manage our business and process transactions. Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats including password protection, backup servers and annual penetration testing, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents, depending on their nature and scope, could potentially lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, system downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations. In the event a security breach or failure results in the disclosure of sensitive tenant or other third-party data, or the transmission of harmful/malicious code to third parties, we could be subject to liability or claims.

Furthermore, it is possible that our computer systems, including our back-up systems, could be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, catastrophic events such as fires, hurricanes, earthquakes and tornadoes, and intentional and inadvertent acts and errors by our employees. If our computer systems cease to function properly or are damaged, we may have to make a significant investment to repair or replace them, and we may suffer interruptions in our operations in the interim. Any material interruption in our computer systems or issues with the ongoing implementation of newly

adopted IT solutions may have a material adverse effect on our business or results of operations or on our ability to timely and accurately report the results of our operations.

Future terrorist attacks and shooting incidents could harm the demand for, and the value of, our properties.

Future terrorist attacks, such as the number of highly publicized terrorists acts and shootings that have occurred at domestic and international retail properties, could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. If such an incident were to occur at one of our properties, we may be subject to significant liability claims. While we attempt to mitigate this risk through insurance coverage and the employment of third party security services where we feel conditions warrant, we cannot guarantee that losses would not exceed applicable insurance coverages, thereby adversely affecting our results of operations and our ability to meet our obligations, including distributions to our shareholders. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected.

We could be subject to litigation that may negatively impact our cash flows, financial condition and results of operations.

From time to time, we may be a defendant in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. We could experience a negative impact to our cash flows, financial condition and results of operations due to an unfavorable outcome.

Changes in accounting standards may adversely impact our financial condition and results of operations.

The Financial Accounting Standards Board ("FASB"), in conjunction with the SEC, has several key projects on its agenda, some of which have already been adopted, that could impact how we currently account for our material transactions, including, but not limited to, lease accounting, revenue recognition, and other accounting pronouncements disclosed in Note 2 of Notes to Consolidated Financial Statements included in Item 8 below. New accounting standards or pronouncements that will become applicable to us, or changes in the interpretation of existing standards and pronouncements, could have a significant adverse effect on our financial position or results of operations.

Risks Related to Our Qualification as a REIT and other Tax Matters

If we fail to continue to qualify as a REIT, our distributions will not be deductible, and our income will be subject to taxation, thereby reducing earnings available for distribution.

If we do not continue to qualify as a REIT, our distributions will not be deductible, and our income will be subject to taxation, reducing earnings available for distribution. We have elected to be taxed as a REIT under the Code. A REIT will generally not be subject to federal and substantially all state and local income taxation on that portion of its income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its taxable income to its shareholders and complies with certain other requirements. In addition, we would be subject to a 4% excise tax if we fail to distribute sufficient income to meet a minimum distribution test based on our ordinary income, capital gain and aggregate undistributed income from prior years. If we cease to qualify as a REIT, we will also be subject to state and local income taxes in certain of the jurisdictions in which our properties are located. In addition, tax laws would no longer require us to pay any distributions to our shareholders. Unless we are entitled to relief under specific statutory provisions, we could not elect to be taxed as a REIT again for the four taxable years following the year during which we were disqualified. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income.

We intend to make distributions to shareholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets, borrow funds or pay a portion of the dividend in common stock to meet the 90% distribution requirement of the Code. Certain assets generate substantial differences between taxable income and income recognized in accordance with accounting principles generally accepted in the United States (“GAAP”). Such assets include, without limitation, operating real estate that was acquired through structures that may limit or completely eliminate the depreciation deduction that would otherwise be available for income tax purposes. As a result, the Code requirement to distribute a substantial portion of our otherwise net taxable income in order to maintain REIT status could cause us to (1) distribute amounts that could otherwise be used for future acquisitions, capital expenditures or repayment of debt, (2) borrow on unfavorable terms, (3) sell assets on unfavorable terms, or (4) if necessary, pay a portion of our common dividend in common stock. If we fail to obtain debt or equity capital in the future, it could limit our operations and our ability to grow, which could have a material adverse effect on the value of our common stock.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our growth opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investments in commercial real estate and related assets, the amounts we distribute to shareholders and the ownership of our stock. We may also be required to make distributions to shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Frequent asset sales could trigger adverse tax consequences.

Tax laws applicable to REITs require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may be unable to adjust our portfolio mix promptly in response to market conditions, which may adversely affect our financial position.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. We may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

In addition, the sale of our properties may generate gains for tax purposes which, if not adequately deferred through “like kind exchanges” under Section 1031 of the Code or other tax deference strategies, could require us to pay income taxes or make additional distributions to our shareholders, thus reducing our capital available for investment in other properties, or if the proceeds of such sales are already invested in other properties, require us to obtain additional funds to pay such taxes or make such distributions, in either such case to permit us to maintain our status as a REIT.

Failure to qualify as a domestically-controlled REIT could subject our non-U.S. shareholders to adverse federal income tax consequences.

We will be a domestically-controlled REIT if, at all times during a specified testing period, less than 50% in value of its shares are held directly or indirectly by non-U.S. shareholders. Because our shares are publicly traded, we cannot guarantee that we will, in fact, be a domestically-controlled REIT. If we fail to qualify as a domestically-controlled REIT, our non-U.S. shareholders that otherwise would not be subject to federal income tax on the gain attributable to a sale of our shares would be subject to taxation upon such a sale if either (a) the shares were not considered to be “regularly traded” under applicable Treasury regulations on an established securities market, such as the NYSE, or (b) the shares were considered to be “regularly traded” on an established securities market and the selling non-U.S. shareholder owned, actually or constructively, more than 10% in value of the outstanding shares at any time during specified testing periods. If gain on the sale or exchange of our shares was subject to taxation for these reasons, the non-U.S. shareholder would be subject to federal income tax with respect to any gain on a net basis in a manner similar to the taxation of a taxable U.S. shareholder, subject to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals, and corporate non-U.S. shareholders may be subject to an additional branch profits tax.

We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.

In connection with our qualification as a REIT, we are required to annually distribute to our shareholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each shareholder. Taxable shareholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. shareholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. shareholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. shareholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our shareholders determine to sell shares of our stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our stock.

Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”). No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

Dividends paid by REITs generally do not qualify for reduced tax rates.

Generally, dividends payable by REITs do not qualify for reduced tax rates under the Code. For the calendar year 2018, the maximum federal individual tax rate for nonqualified dividends payable is 37.0%; qualified dividends from most C corporations received by individuals are subject to a reduced maximum federal rate of 20%. In addition to these rates, certain high income individuals may be subject to an additional 3.8% tax on certain investment income, including dividends and capital gains. As a REIT, our distributions to individual shareholders generally are not eligible for the reduced rates and are, consequently, taxed at ordinary income rates. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, those U.S. shareholders that are individuals, trusts or estates may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For those U.S. shareholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% (exclusive of the net investment income tax) on REIT dividends. The more favorable federal tax rates applicable to regular corporate dividends may result in the stock of REITs being perceived to be less attractive than the stock of corporations that pay dividends qualifying for reduced rates of tax, which may adversely affect the value of the stock of REITs.

Changes to the federal, state and municipality tax laws could have a significant negative impact on the overall economy, our tenants, and our business.

At any time, the federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended. We cannot predict when or if any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. A shortfall in tax revenues for states and municipalities in which we operate may lead to changes in state and municipalities tax laws. We and our shareholders could be adversely affected by any such change in, or any new, federal income tax law, regulation, or administrative interpretation.

In December 2017 the Tax Cuts and Jobs Act (the “TCJA”) was signed into law. The provisions of the TCJA are far-reaching and generally applied to taxable years beginning after December 31, 2017, while many provisions, in particular those affecting individual taxpayers, expire at the end of 2025. As a result of the changes implemented by the TCJA, our taxable income and the amount of distributions to our shareholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. As a REIT, we are required to distribute at least 90% of our taxable income to our shareholders annually. Among other things, the TCJA:

•

reduced the corporate income tax rate from 35% to 21% (including taxable REIT subsidiaries of which ours currently do not have significant taxable income);

•

reduced the rate of U.S. federal withholding tax on distributions made to non-U.S. shareholders by a REIT that are attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;

•

limited the deduction for net interest expense incurred by a business to 30% of the “adjusted taxable income” of the taxpayer, except, among others, certain real property businesses electing to not be subject to the limitation. Making this election requires the electing real property trade or business to depreciate non-residential real property, residential rental property, and qualified improvement property over a longer period using the alternative depreciation system. We have not yet determined whether to make any such available elections;

•

mandated the use of the less favorable alternative depreciation system to depreciate real property in the event a real property business elects to avoid the interest deduction restriction above;

•

reduced the benefits of like-kind exchanges that defer capital gains for tax purposes to only exchanges of real property;

•

reduced the highest marginal income tax rate for individuals to 37.0% from 39.6% (excluding, in each case, the 3.8% Medicare tax on net investment income);

•

reduced the net operating loss deduction to 80% of taxable income (where taxable income is determined without regard to the net operating loss deduction itself), generally eliminated net operating loss carrybacks and allows unused net operating losses to be carried forward;

•

generally allows a deduction for individuals equal to 20% of certain income from pass-through entities, including ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), generally resulting in a maximum effective federal income tax rate applicable to such dividends of 29.6% compared to 37.0% (excluding, in each case, the 3.8% Medicare tax on net investment income); and

•

established limits on certain deductions for individuals, including deductions for state and local income taxes, and eliminates deductions for miscellaneous itemized deductions (including certain investment expenses).

The TCJA is a complex revision to the U.S. federal income tax laws with contrasting impacts on different categories of taxpayers and industries, and will require subsequent rulemaking and interpretation in a number of areas. The long-term impact of the TCJA on the overall economy and the real estate industry cannot be predicted at this early stage. Furthermore, the TCJA may negatively impact certain of our tenants’ operating results, financial condition, and future business plans. There can be no assurance that the TCJA will not negatively impact our operating results, financial condition, and future business operations.

Shareholders are urged to consult with their own tax advisors with respect to the impact that the TCJA and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.

Risks Related to Our Organization and Structure

Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and depress our stock price.

Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and depress the price of our common stock. The charter, subject to certain exceptions, authorizes directors to take such actions as are necessary and desirable relating to qualification as a REIT, and to limit any person to beneficial ownership of no more than 9.9% of the outstanding shares of our common stock. This ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of shareholders. Our Board of Directors, in its sole discretion, may exempt a proposed transferee from the ownership limit, but not grant an exemption from the ownership limit to any proposed transferee whose direct or indirect ownership could jeopardize our status as a REIT. These restrictions on transferability and ownership will not apply if our Board of Directors determines that it is no longer in our best interests to continue to qualify as, or to be, a REIT. Our Board of Directors has waived the ownership limit to permit certain institutional investors to own common stock in excess of the ownership limit and may grant additional waivers in the future as long as the Company is able to maintain its REIT status. This concentration of ownership could deprive other shareholders of an opportunity to receive a premium for their shares of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock.

We may authorize and issue stock and OP Units without shareholder approval. Our charter authorizes the Board of Directors to issue additional shares of common or preferred stock, to issue additional OP Units, to classify or reclassify any unissued shares of common or preferred stock, and to set the preferences, rights and other terms of such classified or unclassified shares. We have agreed not to use our preferred stock for anti-takeover purposes or in connection with a shareholder rights plan unless we obtain shareholder approval. Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•

“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person or an affiliate thereof who beneficially owns 10% or more of the voting power of our shares) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and special stockholder voting requirements on these combinations; and

•

“control share” provisions that provide that our “control shares” (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of control shares) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

We have opted out of these provisions of the MGCL. However, the Board of Directors may, by resolution, elect to opt in to the business combination provisions of the MGCL, and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL.

Our ability to pay dividends is limited by the requirements of Maryland law.

Our ability to pay dividends on our common stock is limited by the laws of the State of Maryland. Under applicable Maryland law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as they become due in the usual course of business, or the value of the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. Accordingly, we generally may not make a distribution on our common stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our common stock.

Our Board of Directors may change our strategy without shareholder approval.

Our Board of Directors may change our strategy with respect to capitalization, investment, distributions and/or operations. Our Board of Directors may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number or types of properties in which we may seek to invest or the concentration of investments in any one geographic region or the amount of development or redevelopment activity occurring across our portfolio. Although our Board of Directors has no present intention to revise or amend our strategies and policies, it may do so at any time without a vote by our shareholders. Accordingly, the results of decisions made by our Board of Directors and implemented by management could adversely affect our financial condition or results of operations, including our ability to distribute cash to shareholders or qualify as a REIT.

The rights of shareholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer has no liability in that capacity if he or she satisfies his or her duties to us and our shareholders. As permitted by the MGCL, our charter limits the liability of our directors and officers to us and our shareholders for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or service, or a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

In addition, our charter and bylaws, as well as indemnification agreements that we have entered into with certain of our officers require us to indemnify our directors and officers, among others, for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our shareholders may have more limited rights against our directors and officers than might otherwise exist for companies organized in other jurisdictions. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited. In addition, we will be obligated to advance the defense costs incurred by our directors and officers with indemnification agreements, and may, at the discretion of our Board of Directors, advance the defense costs incurred by our employees and other agents, in connection with legal proceedings.

Risks Related to Ownership of Our Common Stock

The market value of our debt and equity securities is subject to various factors that may cause significant fluctuations or volatility.

As with other publicly traded securities, the market price of our publicly traded securities depends on various factors which may change from time-to time and are often out of our control. Among the conditions that may affect the market price of our publicly traded securities are the following:

•

the extent of institutional investor interest in us;

•

the market perception of our business compared to other REITS;

•

the market perception of retail REITs, in general, compared to other investment alternatives;

•

our financial condition and performance, including changes in our funds from operations, operating funds from operations, or earnings estimates;

•

the market’s perception of our growth potential and potential future cash dividends;

•

publication of research reports about us or our industry by securities analysts;

•

speculation in the press or investment community;

•

the passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry;

•

our credit or analyst ratings;

•

any future issuances of equity or debt securities;

•

any future repurchases of equity securities;

•

our failure to satisfy the listing requirements of the NYSE

•

our failure to comply with the requirements of the Sarbanes-Oxley Act;

•

additions or departures of key management personnel;

•

strategic actions by us or our competitors, such as acquisitions or restructurings;

•

an increase in market interest rates;

•

our ability to access the capital markets to raise additional capital; and

•

general economic and financial market conditions.

These factors may cause the market price of our common stock to decline, in some cases regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our common stock will not fall in the future. A decrease in the market price of our common stock could reduce our ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing shareholders.

Future offerings of debt securities, which would be senior to our common and preferred stock, or equity securities, which would dilute the interests of our existing shareholders and may be senior to our existing common stock, may adversely affect the market prices of our common and preferred stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including senior or subordinated notes and classes of preferred or common stock. Holders of debt securities or shares of preferred stock will generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. Furthermore, offerings of common stock or other equity securities may dilute the holdings of our existing shareholders. We are not required to offer any such equity securities to existing shareholders on a preemptive basis, and future offerings of debt or equity securities, or perceptions that such offerings may occur, may reduce the market prices of our common and preferred stock or the distributions that we pay with respect to our common stock. Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our shareholders, our shareholders bear the risk of our future offerings reducing the market prices of our common and preferred stock and diluting their proportionate ownership.

Item 1B.

Unresolved Staff Comments: None

Item 3.

Legal Proceedings

The Company is not presently involved in any litigation, nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries, which is either not covered by the Company’s liability insurance, or, in management’s opinion, would result in a material adverse effect on the Company’s financial position or results of operations.

Item 4.

Mine Safety Disclosures: Not applicable

Part II.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company had 90,436,285 shares of common stock outstanding held by approximately 600 shareholders of record at December 31, 2018. The Company believes it has more than approximately 4,000 beneficial holders of its common stock. The Company’s shares trade on the NYSE under the symbol “CDR”.

Purchases of Equity Securities by the Issuer

Share repurchase activity during the three months ended December 31, 2018 was as follows:

Total Number of Share

Approximate Dollar Value

Total Number

Average

Purchased as Part of

of Shares that May Yet Be

of Shares

Price Paid

Publicly Announced

Purchased Under the Plans

Period

Purchased

Per Share

Plans or Programs (1)

or Programs (1)

October 1, 2018 - October 31, 2018

n/a

November 1, 2018 - November 30, 2018

n/a

December 1, 2018 - December 31, 2018

772,152

3.02

772,152

Total

772,152

3.02

772,152

27,671,033

(1)

On December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorizes the Company to purchase up to $30 million of its common stock in the open market or through private transactions, subject to market conditions, from time to time, expiring on December 18, 2019. The remaining $27.7 million in the table represents the amount available to repurchase shares under the authorized repurchase program as of December 31, 2018. The Company’s share repurchase program does not obligate it to acquire any specific number of shares.

Stockholder Return Performance Presentation

The following line graph sets forth for the period January 1, 2014 through December 31, 2018, a comparison of the percentage change in the cumulative total stockholder return on the Company’s common stock compared to the cumulative total return of the Russell 2000 index and the National Association of Real Estate Investment Trusts All Equity REIT Index (“NAREIT All Equity REIT Index”). The graph assumes that the shares of the Company’s common stock were bought at the price of $100 per share and that the value of the

investment in each of the Company’s common stock and the indices was $100 at the beginning of the period. The graph further assumes the reinvestment of dividends when paid.

Item 6.

Selected Financial Data

	Years ended December 31,
	2018			2017			2016			2015			2014
Operations data:
Total revenues	$	152,020,000		$	146,008,000		$	151,086,000		$	149,207,000		$	148,184,000
Expenses:
Property operating expenses		47,894,000			44,329,000			44,515,000			44,590,000			44,786,000
General and administrative		16,915,000			16,907,000			18,154,000			15,004,000			14,356,000
Acquisition pursuit costs		-			156,000			3,426,000			1,238,000			2,870,000
Depreciation and amortization		40,053,000			40,115,000			40,787,000			38,594,000			38,700,000
Total expenses		104,862,000			101,507,000			106,882,000			99,426,000			100,712,000
Other:
Gain on sales		4,864,000			7,099,000			59,000			-			6,413,000
Impairment (charges) / reversals		(20,689,000	)		(9,538,000	)		(6,347,000	)		212,000			(3,148,000	)
Total other		(15,825,000	)		(2,439,000	)		(6,288,000	)		212,000			3,265,000

Operating income		31,333,000			42,062,000			37,916,000			49,993,000			50,737,000

Non-operating income and expense:
Interest expense		(22,146,000	)		(22,199,000	)		(26,529,000	)		(28,272,000	)		(32,301,000	)
Early extinguishment of debt costs		(4,829,000	)		(210,000	)		(2,623,000	)		(105,000	)		(825,000	)
Total non-operating income and expense		(26,975,000	)		(22,409,000	)		(29,152,000	)		(28,377,000	)		(33,126,000	)

Income from continuing operations		4,358,000			19,653,000			8,764,000			21,616,000			17,611,000

Income from discontinued operations		-			-			-			165,000			11,080,000

Net income		4,358,000			19,653,000			8,764,000			21,781,000			28,691,000

Net (income) loss attributable to noncontrolling interests		(469,000	)		(510,000	)		179,000			365,000			290,000

Net income attributable to Cedar Realty Trust, Inc.		3,889,000			19,143,000			8,943,000			22,146,000			28,981,000

Preferred stock dividends and redemption costs		(14,370,000	)		(21,542,000	)		(14,408,000	)		(14,408,000	)		(14,408,000	)

Net (loss) income attributable to common shareholders	$	(10,481,000	)	$	(2,399,000	)	$	(5,465,000	)	$	7,738,000		$	14,573,000

Net (loss) income per common share attributable to common shareholders (basic and diluted):
Continuing operations	$	(0.13	)	$	(0.04	)	$	(0.08	)	$	0.09		$	0.04
Discontinued operations	$	0.00		$	0.00		$	0.00		$	0.00		$	0.14
	$	(0.13	)	$	(0.04	)	$	(0.08	)	$	0.09		$	0.18

Dividends to common shareholders	$	18,301,000		$	17,681,000		$	17,049,000		$	17,001,000		$	15,481,000
Per common share	$	0.20		$	0.20		$	0.20		$	0.20		$	0.20

Weighted average number of common shares - basic and diluted		88,420,000			84,168,000			81,672,000			81,356,000			75,311,000

Item 6.

Selected Financial Data (continued)


	Years ended December 31,
Balance sheet data:	2018			2017			2016			2015			2014

Real estate, net	$	1,146,713,000		$	1,192,656,000		$	1,183,359,000		$	1,249,195,000		$	1,208,962,000
Real estate held for sale/conveyance		11,592,000			-			-			14,402,000			16,508,000
Other assets		64,596,000			59,762,000			50,162,000			54,783,000			58,835,000
Total assets	$	1,222,901,000		$	1,252,418,000		$	1,233,521,000		$	1,318,380,000		$	1,284,305,000

Debt obligations	$	624,834,000		$	580,125,000		$	607,745,000		$	673,820,000		$	662,914,000
Other liabilities		39,351,000			42,182,000			43,779,000			47,018,000			46,140,000
Total liabilities		664,185,000			622,307,000			651,524,000			720,838,000			709,054,000

Noncontrolling interest - limited partners' mezzanine OP Units		-			-			-			-			396,000

Equity:
Cedar Realty Trust, Inc. shareholders' equity		555,425,000			628,336,000			580,740,000			596,050,000			569,552,000
Noncontrolling interests		3,291,000			1,775,000			1,257,000			1,492,000			5,303,000
Total equity		558,716,000			630,111,000			581,997,000			597,542,000			574,855,000

Total liabilities and equity	$	1,222,901,000		$	1,252,418,000		$	1,233,521,000		$	1,318,380,000		$	1,284,305,000

Other data:
Funds From Operations ("FFO") (a)	$	45,241,000		$	40,032,000		$	41,067,000		$	45,104,000		$	40,273,000
Operating Funds From Operations ("Operating FFO") (a)	$	53,577,000		$	48,325,000		$	49,241,000		$	46,447,000		$	42,545,000

Cash flows provided by (used in):
Operating activities	$	57,900,000		$	57,093,000		$	59,247,000		$	59,136,000		$	50,885,000
Investing activities	$	(14,938,000	)	$	(45,497,000	)	$	48,763,000		$	(47,876,000	)	$	49,116,000
Financing activities	$	(48,204,000	)	$	(10,139,000	)	$	(109,923,000	)	$	(12,676,000	)	$	(100,475,000	)

Square feet of GLA		8,729,000			9,010,000			9,128,000			9,459,000			9,247,000
Percent occupied		90.7	%		91.3	%		89.9	%		90.5	%		92.9	%
Average annualized base rent per square foot	$	13.78		$	13.51		$	13.50		$	13.35		$	12.73

(a)

See Item 7 - "Management Discussion and Analysis of Financial Condition and Results of Operations" for a reconciliation of FFO and Operating FFO to net (loss) income attributable to common shareholders.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included elsewhere in this report.

Executive Summary

The Company is a fully-integrated real estate investment trust that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high- density urban markets from Washington, D.C. to Boston. At December 31, 2018, the Company owned and managed a portfolio of 58 operating properties (excluding properties “held for sale”) totaling 8.7 million square feet of gross leasable area (“GLA”). The portfolio was 91.0% leased and 90.7% occupied at December 31, 2018.

2018 Significant Transactions

Land Parcel Acquisition

On August 8, 2018, the Company purchased a land parcel adjacent to its Riverview Plaza property, located in Philadelphia, Pennsylvania. The purchase price for the land parcel was $1.0 million, which was comprised of $25,000 in cash and approximately 208,000 OP Units (based on the market price of the Company’s common stock).

Shopping Center Acquisition

On August 21, 2018, the Company entered into a deed of lease for Senator Square, a shopping center located in Washington, D.C. The deed of lease conveys fee title in the buildings to the Company and contains future options to acquire fee title in the land at its then fair-value. This lease is presented in the Company’s financial statements as two separate components as follows: (1) a $5.7 million capital lease obligation for the fee interest in the buildings, and (2) an operating lease for the land. The capital lease obligation was computed through the date of the Company’s first purchase option, as discussed below, and reflects an interest rate of 5.3%.

The lease initially requires monthly payments of $75,000 through maturity in August 2117 unless the Company exercises one of its options to acquire the land. The first such option will be available between the 25th and 33rd anniversaries of the lease, depending on certain property benchmarks, with additional purchase options every 10 years thereafter during the lease term. The lease also provides for 1.5% annual increases which begin on approximately the 8th anniversary of the lease, depending on the aforementioned property benchmarks. In addition, at the time the Company’s first purchase option becomes available, the lease payments will be adjusted to the greater of then fair-value or the current payment amount. The lease payments are subject to similar adjustments at the

25th and 50th anniversaries of such first purchase option.

The Company has also issued a $3.5 million interest only mortgage note receivable to the lessor of Senator Square, which bears interest at 4.5% per annum. The maturity date of this mortgage note can range from 26.5 years to 34.5 years from the date of issuance, based on the aforementioned property benchmarks.

Dispositions

On August 28, 2018, the Company sold Mechanicsburg Center, located in Mechanicsburg, Pennsylvania. The sales price for the property was $16.1 million, which resulted in a gain on sale of $4.9 million, which has been included in continuing operations in the accompanying consolidated statements of operations.

On September 28, 2018, the Company sold West Bridgewater Plaza, located in West Bridgewater, Massachusetts. The sales price for the property was $3.5 million. An impairment charge of $9.4 million has been recorded in connection with the property during 2018, which has been included in continuing operations in the accompanying consolidated statements of operations.

Real Estate Held for Sale

As of December 31, 2018, Carll’s Corner, located in Bridgeton, New Jersey, and Maxatawny Marketplace, located in Maxatawny, Pennsylvania have been classified as “real estate held for sale” on the accompanying consolidated balance sheet. The Company recorded impairment charges of $11.3 million in connection with these properties during 2018.

Mortgage Loans Payable

During 2018, the Company repaid the following mortgage loans payable:

		Principal payoff
Property	Repayment date	amount
East River Park	August 10, 2018	$	18,772,000
Colonial Commons	August 24, 2018	$	24,108,000
Shoppes at Arts District	August 24, 2018	$	8,114,000
The Point	September 6, 2018	$	27,003,000

Term Loan

December 31, 2018) based on the Company’s leverage ratio. Additionally, the Company entered into forward interest rate swap agreements which convert the LIBOR rate to a fixed rate through its maturity.

Equity

On January 12, 2018, the Company redeemed 2,000,000 shares of Series B Preferred Stock at a price of $25.00 per share for an aggregate of $50.0 million, plus all accrued and unpaid dividends up to (but excluding) the redemption date.

On December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorizes the Company to purchase up to $30.0 million of the Company’s common stock in the open market or through private transactions, subject to market conditions, from time to time, over the next 12 months. During 2018, the Company repurchased approximately 772,000 shares at a weighted average price per share of $3.02. Subsequent to December 31, 2018, the Company repurchased an additional 2,050,000 shares at a weighted average price per share of $3.34.

Revenues

In April 2018, the Company accepted a cash payment of $4.3 million in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration. At the time of the transaction, this anchor tenant was located at a property held for sale, and while paying its contractual rent prior to lease termination, it had closed and ceased retail operations at the property. As a result of this termination, revenues for 2018 includes $5.4 million, consisting of (1) $3.8 million of other income (the $4.3 million cash payment reduced by $0.5 million straight-line rent receivable) and (2) $1.5 million accelerated intangible lease liability amortization.

Summary of Critical Accounting Policies

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, asset impairment, and derivatives used to hedge interest-rate risks. Management’s

estimates are based both on information that is currently available and on various other assumptions management believes to be reasonable under the circumstances. Actual results could differ from those estimates and those estimates could be different under varying assumptions or conditions.

The Company has identified the following critical accounting policies, the application of which requires significant judgments and estimates:

Revenue Recognition

Rental income with scheduled rent increases is recognized using the straight-line method over the respective terms of the leases. The aggregate excess of rental revenue recognized on a straight-line basis over base rents under applicable lease provisions is included in straight-line rents receivable on the consolidated balance sheet. Leases also generally contain provisions under which the tenants reimburse the Company for a portion of property operating expenses and real estate taxes incurred; such income is recognized in the periods earned. In addition, certain operating leases contain contingent rent provisions under which tenants are required to pay a percentage of their sales in excess of a specified amount as additional rent. The Company defers recognition of contingent rental income until those specified targets are met.

The Company must make estimates as to the collectability of its accounts receivable related to base rent, straight-line rent, expense reimbursements and other revenues. Management analyzes accounts receivable by considering tenant creditworthiness, current economic conditions, and changes in tenants’ payment patterns when evaluating the adequacy of the allowance for doubtful accounts receivable. These estimates have a direct impact on net income, because a higher bad debt allowance would result in lower net income, whereas a lower bad debt allowance would result in higher net income.

Real Estate Investments

Real estate investments are carried at cost less accumulated depreciation. The provision for depreciation is calculated using the straight-line method based on estimated useful lives. Expenditures for maintenance, repairs and betterments that do not materially prolong the normal useful life of an asset are charged to operations as incurred. Expenditures for betterments that substantially extend the useful lives of real estate assets are capitalized.

Real estate investments include costs of development and redevelopment activities, and construction in progress. Capitalized costs, including interest and other carrying costs during the construction and/or renovation periods, are included in the cost of the related asset and charged to operations through depreciation over the asset's estimated useful life. The Company is required to make subjective estimates as to the useful lives of its real estate assets for purposes of determining the amount of depreciation to reflect on an annual basis. These assessments have a direct impact on net income. A shorter estimate of the useful life of an asset would have the effect of increasing depreciation expense and lowering net income, whereas a longer estimate of the useful life of an asset would have the effect of reducing depreciation expense and increasing net income.

A variety of costs are incurred in the acquisition, development and leasing of a property, such as pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company ceases capitalization on the portions substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under construction. The Company considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but not later than one year from cessation of major development activity. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The effect of a longer capitalization period would be to increase capitalized costs and would result in higher net income, whereas the effect of a shorter capitalization period would be to reduce capitalized costs and would result in lower net income.

The Company allocates the fair value of real estate acquired to land, buildings and improvements. In addition, the fair value of in-place leases is allocated to intangible lease assets and liabilities. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, which value is then allocated to land, buildings and improvements based on management’s determination of the fair values of such assets. In valuing an acquired property’s intangibles, factors considered by management include an estimate of carrying costs during the expected lease-up periods, such as real estate taxes, insurance, other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on its evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions, tenant improvements, legal and other related costs.

management’s estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include a consideration of the non-cancellable terms of the respective leases as well as any applicable renewal period(s). The fair values associated with below-market rental renewal options are determined based on the Company’s experience and the relevant facts and circumstances that existed at the time of the acquisitions. The values of above-market leases are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of below-market leases associated with the original non-cancelable lease terms are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of the leases associated with below-market renewal options that are likely of exercise are amortized to rental income over the respective renewal periods. The value of other intangible assets (including leasing commissions, tenant improvements, etc.) is amortized to expense over the applicable terms of the respective leases. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time.

Management is required to make subjective assessments in connection with its valuation of real estate acquisitions. These assessments have a direct impact on net income, because (1) above-market and below-market lease intangibles are amortized to rental income, and (2) the value of other intangibles is amortized to expense. Accordingly, higher allocations to below-market lease liability and other intangibles would result in higher rental income and amortization expense, whereas lower allocations to below-market lease liability and other intangibles would result in lower rental income and amortization expense.

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the future cash flows that are expected to result from the real estate investment’s use and eventual disposition. These estimates of cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. A real estate investment held for sale is carried at the lower of its carrying amount or estimated fair value, less the cost of a potential sale. Depreciation and amortization are suspended during the period the property is held for sale. Management is required to make subjective assessments as to whether there are impairments in the value of its real estate properties. These assessments have a direct impact on net income, because an impairment loss is recognized in the period that the assessment is made.

New Accounting Pronouncements

See Note 2 of Notes to Consolidated Financial Statements included in Item 8 below for information relating to new accounting pronouncements.

Results of Operations

Comparison of 2018 to 2017

							Change
	2018			2017			Dollars			Percent
Revenues	$	152,020,000		$	146,008,000		$	6,012,000		4.1%
Property operating expenses		(47,894,000	)		(44,329,000	)		(3,565,000	)	8.0%
Property operating income		104,126,000			101,679,000			2,447,000
General and administrative		(16,915,000	)		(16,907,000	)		(8,000	)	0.0%
Acquisition pursuit costs		—			(156,000	)		156,000		n/a
Depreciation and amortization		(40,053,000	)		(40,115,000	)		62,000		-0.2%
Gain on sale		4,864,000			7,099,000			(2,235,000	)	n/a
Impairment charges		(20,689,000	)		(9,538,000	)		(11,151,000	)	n/a
Interest expense		(22,146,000	)		(22,199,000	)		53,000		-0.2%
Early extinguishment of debt costs		(4,829,000	)		(210,000	)		(4,619,000	)	n/a
Net income		4,358,000			19,653,000			(15,295,000	)
Net (income) attributable to noncontrolling interests		(469,000	)		(510,000	)		41,000
Net income attributable to Cedar Realty Trust, Inc.	$	3,889,000		$	19,143,000		$	(15,254,000	)

Revenues were higher primarily as a result of (1) $5.4 million relating to a dark anchor tenant terminating its lease prior to the contractual expiration at a property held for sale, (2) an increase of $1.4 million in rental revenues and expense recoveries attributable to redevelopment properties, (3) an increase of $1.2 million in rental revenues and expense recoveries attributable to properties acquired in 2018 and 2017, and (4) an increase of $0.9 million in rental revenues and expense recoveries attributable to same-center properties, partially offset by (1) a decrease of $2.3 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2018 and 2017, and (2) a decrease in other income of $0.6 million.

Property operating expenses were higher primarily as a result of (1) an increase of $1.4 million in property operating expenses attributable to same-center properties (consisting primarily of increases in (a) real estate taxes of $0.6 million, (b) snow removal costs of $0.3 million, and (c) insurance expense of $0.2 million), (2) an increase of $1.2 million in property operating expenses attributable to redevelopment properties, and (3) an increase of $0.8 million in property operating expenses attributable to properties acquired in 2018 and 2017.

General and administrative costs remained consistent as a result of an increase in legal fees of $0.8 million, offset by nominal decrease in various other general and administrative expenses.

Acquisition pursuit costs in 2017 relate to acquisitions the Company chose not to continue to pursue.

Depreciation and amortization expenses remained consistent as a result of (1) a $0.8 million write-off arising from a lease termination for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration, (2) an increase of $0.7 million attributable to same-center properties, and (3) an increase of $0.3 million attributable to properties acquired in 2018 and 2017, partially offset by (1) a decrease of $1.2 million attributable to properties that were sold or held for sale in 2018 and 2017, and (2) a decrease of $0.7 million attributable to redevelopment properties.

Gain on sale in 2018 relates to the sale of Mechanicsburg Center, located in Mechanicsburg, Pennsylvania. Gain on sale in 2017 relates to the sale of an outparcel building adjacent to Camp Hill, located in Camp Hill, Pennsylvania.

Impairment charges in 2018 relate to West Bridgewater Plaza, located in West Bridgewater, Pennsylvania and Carll’s Corner, located in Bridgeton, New Jersey. Impairment charges in 2017 relate to Fredericksburg Way, located in Fredericksburg, Virginia.

Interest expense remained consistent as a result of (1) an increase in capitalized interest of $0.8 million, and (2) a decrease of $0.2 million in amortization of deferred financing costs, partially offset by (1) an increase of $0.8 million as a result of an increase in the overall weighted average interest rate, and (2) an increase of $0.2 million as a result of an increase in the overall outstanding principal balance of debt.

Early extinguishment of debt costs in 2018 relates to defeasement fees and the accelerated write-off of unamortized fees associated with the prepayment of certain mortgage loans payable. Early extinguishment of debt costs in 2017 relates to the accelerated write-off of unamortized fees associated with an amended and restated credit facility, and the accelerated write-off of unamortized fees associated with the prepayment of a mortgage loan payable.

Comparison of 2017 to 2016

							Change
	2017			2016			Dollars			Percent
Revenues	$	146,008,000		$	151,086,000		$	(5,078,000	)	-3.4%
Property operating expenses		(44,329,000	)		(44,515,000	)		186,000		-0.4%
Property operating income		101,679,000			106,571,000			(4,892,000	)
General and administrative		(16,907,000	)		(18,154,000	)		1,247,000		-6.9%
Acquisition pursuit costs		(156,000	)		(3,426,000	)		3,270,000		n/a
Depreciation and amortization		(40,115,000	)		(40,787,000	)		672,000		-1.6%
Gain on sale		7,099,000			59,000			7,040,000		n/a
Impairment charges		(9,538,000	)		(6,347,000	)		(3,191,000	)	n/a
Interest expense		(22,199,000	)		(26,529,000	)		4,330,000		-16.3%
Early extinguishment of debt costs		(210,000	)		(2,623,000	)		2,413,000		n/a
Net income		19,653,000			8,764,000			10,889,000
Net (income)/loss attributable to noncontrolling interests		(510,000	)		179,000			(689,000	)
Net income attributable to Cedar Realty Trust, Inc.	$	19,143,000		$	8,943,000		$	10,200,000

Revenues were lower primarily as a result of (1) a decrease of $8.8 million in rental revenues and expense recoveries attributable to properties that were sold in 2017 and 2016, and (2) a decrease of $0.7 million in rental revenues and expense recoveries attributable to same-center properties, partially offset by (1) an increase of $3.0 million in rental revenues and expense recoveries attributable to properties acquired in 2017 and 2016, (2) an increase of $0.8 million in rental revenues and expense recoveries attributable to the Company’s redevelopment properties, and (3) an increase of $0.6 million in other income.

Property operating expenses were lower primarily as a result of a decrease of $1.9 million in property operating expenses attributable to properties that were sold in 2017 and 2016, partially offset by (1) an increase of $1.2 million in property operating expenses attributable to properties acquired in 2017 and 2016, (2) an increase of $0.3 million in property operating expenses attributable to the Company’s redevelopment properties, and (3) an increase of $0.2 million in property operating expenses attributable to same-center properties.

General and administrative costs were lower primarily as a result of the $1.4 million of costs and estimated expenses associated with the Chief Operating Officer transition in 2016.

Acquisition pursuit costs were lower in 2017 as compared to 2016 as the Company adopted the accounting guidance in 2017 which requires the capitalization of costs in typical acquisitions of real estate. Acquisition pursuit costs in 2017 relate to costs associated with acquisitions the Company chose not to continue to pursue. Acquisition pursuit costs in 2016, which were recorded under the prior accounting guidance, relate to (1) $1.7 million of transfer taxes relating to the buyout of a ground lease and acquisition of the fee interest in a currently owned property, (2) $0.6 million for the purchase of The Shops at Bloomfield Station, located in Bloomfield, New Jersey, (3) $0.5 million for the purchase of the Shoppes at Arts District, located in Hyattsville, Maryland, (4) $0.4 million for additional real estate transfer taxes assessed on a property which was purchased in 2014, and (5) $0.3 million of costs associated with acquisitions the Company chose not to continue to pursue.

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $1.9 million attributable to properties that were sold in 2017 and 2016, and (2) a decrease of $0.5 million attributable to redevelopment properties, partially offset by an increase of $1.7 million attributable to properties acquired in 2017 and 2016.

Gain on sale in 2017 relates to the sale of an outparcel building adjacent to Camp Hill, located in Camp Hill, Pennsylvania.

Impairment charges in 2017 relate to Fredericksburg Way, located in Fredericksburg, Virginia. Impairment charges in 2016 relate to Upland Square, located in Pottstown, Pennsylvania.

Interest expense was lower primarily as a result of (1) $2.2 million as a result of a decrease in the overall outstanding principal balance of debt, (2) $1.8 million as a result of a decrease in the overall weighted average interest rate, and (3) $0.4 million as a result of a decrease in amortization of deferred financing costs.

Early extinguishment of debt costs in 2017 relates to the accelerated write-off of unamortized fees associated with an amended and restated credit facility, and the accelerated write-off of unamortized fees associated with the prepayment of a mortgage loan payable.

Early extinguishment of debt costs in 2016 relates to defeasement fees and the accelerated write-off of unamortized fees associated with the prepayment of certain mortgage loans payable.

Same-Property Net Operating Income

Same-property net operating income (“same-property NOI”) is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors as it provides an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year. Properties are included in same-property NOI if they are owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and properties classified as held for sale. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from same-property NOI.

The most directly comparable GAAP financial measure is consolidated operating income. Same-property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, same-property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company’s peers, and thus may not provide an adequate basis for comparison among REITs. The following table reconciles same-property NOI to the Company’s consolidated operating income:

	Years ended December 31,
	2018			2017
Operating income	$	31,333,000		$	42,062,000
Add (deduct):
General and administrative		16,915,000			16,907,000
Acquisition pursuit costs		—			156,000
Gain on sales		(4,864,000	)		(7,099,000	)
Impairment charges		20,689,000			9,538,000
Depreciation and amortization		40,053,000			40,115,000
Straight-line rents		(1,142,000	)		(864,000	)
Amortization of intangible lease liabilities		(4,361,000	)		(2,518,000	)
Other adjustments		187,000			(276,000	)
NOI related to properties not defined as same-property		(23,151,000	)		(22,171,000	)
Same-property NOI	$	75,659,000		$	75,850,000

Number of same properties		47			47
Same-property occupancy, end of period		91.6	%		93.1	%
Same-property leased, end of period		91.8	%		93.6	%
Same-property average base rent, end of period	$	13.23		$	13.12

Same-property NOI for the comparative years decreased by 0.3%. The results are driven primarily by two vacant anchors which resulted in reduced rental revenue, along with certain related temporary co-tenancy rental reductions, partially offset by an increase in average base rent of $0.11 per square foot.

Leasing Activity

The following is a summary of the Company’s retail leasing activity during 2018:

												Tenant
					New rent		Prior rent		Cash basis			improvements
	Leases				per		per		%			per
	signed		GLA		sq.ft. ($)		sq.ft. ($)		change			sq.ft. ($)
Renewals		119		1,044,700		13.12		13.35		-1.7	%		1.80
New Leases - Comparable		41		260,100		12.07		12.06		0.0	%		30.58	(a)
New Leases - Non-Comparable (b)		9		65,600		12.12	n/a		n/a				32.51	(a)
Total (c)		169		1,370,400		12.87	n/a		n/a				8.74

(a)

Includes both tenant allowance and landlord work. Excludes first generation space.

(b)

Includes leases signed at first generation and expansion spaces.

(c)

Legal fees and leasing commissions averaged a combined total of $3.08 per square foot.

Liquidity and Capital Resources

The Company funds operating expenses and other short-term liquidity requirements, including debt service, tenant improvements, leasing commissions, preferred and common dividend distributions and distributions to minority interest partners, if made, primarily from its operations. The Company may also use its revolving credit facility for these purposes. The Company expects to fund long-term liquidity requirements for property acquisitions, redevelopment costs, capital improvements, and maturing debt initially with its revolving credit facility, and ultimately through a combination of issuing and/or assuming additional debt, the sale of equity securities, the issuance of additional OP Units, and/or the sale of properties. Although the Company believes it has access to secured and unsecured financing, there can be no assurance that the Company will have the availability of financing on completed development projects, additional construction financing, or proceeds from the refinancing of existing debt.

The Company has a $300 million unsecured credit facility which, as amended and restated on September 8, 2017, consisting of

(1) a $250 million revolving credit facility, and (2) a $50 million term loan. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. As of December 31, 2018, the Company had $132.2 million available for additional borrowings under the revolving credit facility.

On July 24, 2018, the Company closed a new $75.0 million unsecured term loan maturing on July 24, 2025 (all of which was borrowed on September 28, 2018). Interest on borrowings under the term loan can range from LIBOR plus 170 to 225 bps (170 bps at December 31, 2018) based on the Company’s leverage ratio. Additionally, the Company entered into forward interest rate swap agreements which convert the LIBOR rate to a fixed rate through its maturity.

The Company’s unsecured credit facility and term loans contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage, and minimum net worth. In addition, the facilities contain restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. Although the credit facilities are unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreements. The Company’s failure to comply with the covenants or the occurrence of an event of default under the facilities could result in the acceleration of the related debt and exercise of other lender remedies. As of December 31, 2018, the Company is in compliance with all financial covenants. Interest on borrowings under the unsecured credit facility and term loans are based on the Company’s leverage ratio.

Debt and capital lease obligations are composed of the following at December 31, 2018:

			December 31, 2018
						Contractual
	Maturity		Balance			interest rates
Description	dates		outstanding			weighted-average
Fixed-rate mortgages	Jun 2026		$	47,674,000		3.9%
Capital lease obligation	Sep 2050			5,696,000		5.3%
Unsecured credit facilities:
Variable-rate:
Revolving credit facility	Sep 2021	(a)		100,000,000		3.8%
Term loan	Sep 2022			50,000,000		3.8%
Fixed-rate (b):
Term loan	Feb 2021			75,000,000		3.6%
Term loan	Feb 2022			50,000,000		3.0%
Term loan	Sep 2022	(c)		50,000,000		2.8%
Term loan	Apr 2023			100,000,000		3.2%
Term loan	Sep 2024	(d)		75,000,000		3.3%
Term loan	Jul 2025			75,000,000		4.6%
				628,370,000		3.6%
Unamortized premium				-
Unamortized issuance costs				(3,536,000	)
			$	624,834,000

(a)

The revolving credit facility is subject to a one-year extension at the Company’s option.

(b)

The interest rates on these term loans consist of LIBOR plus a credit spread based on the Company’s leverage ratio, for which the Company has interest rate swap agreements which convert the LIBOR rates to fixed rates. Accordingly, these term loans are presented as fixed-rate debt.

(c)

The current interest rate swap agreement expires in February 2019 at which time a new interest rate swap agreement will begin resulting in an effective interest rate of 3.2%, based on the Company’s current leverage ratio.

(d)

The current interest rate swap agreement expires in February 2020 at which time a new interest rate swap agreement will begin resulting in an effective interest ratio of 3.7%, based on the Company’s current leverage ratio.

The following table details the Company’s debt and capital lease obligation maturities at December 31, 2018:


	Mortgage Loan		Capital Lease		Revolving			Term				Unamortized
Year	Payable		Obligation		Credit Facility			Loans		Total		Issuance Costs			Total
2019	$	995,000	$	32,000	$	-		$	-	$	1,027,000	$	(767,000	)	$	260,000
2020		1,034,000		33,000		-			-		1,067,000		(767,000	)		300,000
2021		1,074,000		35,000		100,000,000	(a)		75,000,000		176,109,000		(648,000	)		175,461,000
2022		1,116,000		37,000		-			150,000,000		151,153,000		(499,000	)		150,654,000
2023		1,160,000		39,000		-			100,000,000		101,199,000		(274,000	)		100,925,000
Thereafter		42,295,000		5,520,000		-			150,000,000		197,815,000		(581,000	)		197,234,000
	$	47,674,000	$	5,696,000	$	100,000,000		$	475,000,000	$	628,370,000	$	(3,536,000	)	$	624,834,000

(a)

The revolving credit facility is subject to a one-year extension at the Company's option.

The remaining property-specific mortgage loan payable matures in 2026. Mortgage loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established, and is not available to fund other property-level or Company-level obligations.

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its “REIT taxable income”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Company paid common and preferred stock dividends during 2018 and 2017. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of

Directors may deem relevant. Additionally, the Company may reduce or suspend payment of dividends to retain cash and reduce debt obligations and/or to fund redevelopments and other capital needs.

Contractual Obligations and Commercial Commitments

The following table sets forth the Company’s significant debt repayment, interest, capital and operating lease obligations at December 31, 2018:

	Maturity Date
	2019		2020		2021		2022		2023		Thereafter		Total
Debt:
Mortgage loan payable	$	995,000	$	1,034,000	$	1,074,000	$	1,116,000	$	1,160,000	$	42,295,000	$	47,674,000
Unsecured revolving credit facility (a)		-		-		100,000,000		-		-		-		100,000,000
Unsecured term loans		-		-		75,000,000		150,000,000		100,000,000		150,000,000		475,000,000
Interest payments (b)		22,356,000		22,548,000		18,973,000		13,585,000		8,840,000		10,923,000		97,225,000
Capital lease obligation		32,000		33,000		35,000		37,000		39,000		5,520,000		5,696,000
Operating lease obligations		1,638,000		1,097,000		973,000		973,000		975,000		31,075,000		36,731,000
Total	$	25,021,000	$	24,712,000	$	196,055,000	$	165,711,000	$	111,014,000	$	239,813,000	$	762,326,000

(a)

The revolving credit facility is subject to a one-year extension at the Company's option.

(b)

Represents interest payments expected to be incurred on the Company's debt obligations as of December 31, 2018, including interest that may subsequently be capitalized. The interest rates used in this calculation in regards to the unsecured revolving credit facility and term loan not subject to interest rate swap agreements consist of LIBOR plus a credit spread based on the Company’s leverage ratio as of December 31, 2018, with the rate in effect at December 31, 2018 being assumed to remain in effect until their maturities. The interest rates used in this calculation in regards to the unsecured term loans subject to interest rate swap agreements consists of LIBOR plus a credit spread based on the Company’s leverage ratio as of December 31, 2018, for which the Company has converted the LIBOR rates to fixed rates.

In addition, the Company has outstanding construction commitments totaling approximately $4.7 million at December 31, 2018.

Off-Balance Sheet Arrangements

Other than the items disclosed in the Contractual Obligations and Commercial Commitments section above, the Company had no off-balance sheet arrangements as of December 31, 2018 that are reasonably likely to have a current or future material effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Net Cash Flows

	Years ended December 31,
	2018			2017			2016
Cash flows provided by (used in):
Operating activities	$	57,900,000		$	57,093,000		$	59,247,000
Investing activities	$	(14,938,000	)	$	(45,497,000	)	$	48,763,000
Financing activities	$	(48,204,000	)	$	(10,139,000	)	$	(109,923,000	)

Operating Activities

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $66.7 million, $65.5 million, and $61.1 million for 2018, 2017 and 2016, respectively. The approximately $1.2 million increase between 2018 and 2017 was primarily a result of the Company accepting a payment of $4.3 million in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration in 2018, partially offset by an increase in cash paid for interest. The approximately $4.4 million increase between 2017 and 2016 was primarily attributable to the decrease in acquisition pursuit costs, interest expense and management transition charges.

Investing Activities

Net cash flows (used in) / provided by investing activities were primarily the result of the Company’s property disposition activities, property acquisitions and expenditures for property improvements. During 2018, the Company incurred expenditures of $30.4 million for property improvements and issued a $3.5 million mortgage note receivable, which was partially offset by $19.1 million in proceeds from the sale of properties. During 2017, the Company acquired shopping centers for $32.4 million, and incurred expenditures of $25.6 million for property improvements, which was offset by $12.5 million in proceeds from the sale of an outparcel building. During 2016, the Company received $96.2 million in proceeds from the sale of a two shopping centers, which was offset by the acquisition of two shopping centers, which were partially paid in cash for $31.9 million, and incurred expenditures of $15.5 million for property improvements.

Financing Activities

During 2018, the Company had $80.3 million of repayments of mortgage obligations, paid $50.0 million to partially redeem shares of its Series B Preferred Stock, had $29.6 million of preferred and common stock distributions, had $5.2 million of payment for early extinguishment of debt costs, had $2.3 million of common stock repurchases, and $0.7 million of payments for debt financing costs, which was partially offset by a $75.0 million borrowing under a new term loan, and net borrowings of $45.0 million under the revolving credit facility. During 2017, the Company paid $112.5 million to partially redeem shares of its Series B Preferred Stock, had $31.3 million of preferred and common stock distributions, net repayments of $17.0 million under the revolving credit facility, $10.3 million of repayments of mortgage obligations, and $2.5 million of payments for debt financing costs, which was partially offset by net proceeds of $120.4 million from the sale of shares of its Series C Preferred Stock, and net proceeds of $43.2 million from the sales of its common stock, During 2016, the Company made $218.4 million of repayments of mortgage obligations, $31.5 million of preferred and common stock distributions, net repayments of $6.0 million under the revolving credit facility, payments of $2.5 million for early extinguishment of debt costs, and $1.4 million of payments for debt financing costs, which was partially offset by $100.0 million borrowing under a new term loan, and a mortgage borrowing of $50.0 million.

Funds From Operations

Funds From Operations (“FFO”) is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT generally defines FFO as net income attributable to common shareholders (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment provisions on real estate properties, plus real estate related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than other depreciable assets.

The Company also considers Operating Funds From Operations (“Operating FFO”) to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as acquisition pursuit costs, amounts relating to early extinguishment of debt and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.

FFO and Operating FFO should be reviewed with net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. FFO and Operating FFO do not represent cash generated from operating activities and should not be considered as an alternative to net income attributable to common shareholders or to cash flow from operating activities. The Company’s computations of FFO and Operating FFO may differ from the computations utilized by other REITs and, accordingly, may not by comparable to such REITs.

A reconciliation of net loss attributable to common shareholders to FFO and Operating FFO for the years ended December 31, 2018, 2017 and 2016 is as follows:

	Years ended December 31,
	2018			2017			2016
Net loss attributable to common shareholders	$	(10,481,000	)	$	(2,399,000	)	$	(5,465,000	)
Real estate depreciation and amortization		39,858,000			39,922,000			40,616,000
Limited partners' interest		(28,000	)		(13,000	)		(17,000	)
Gain on sales		(4,864,000	)		(7,099,000	)		(59,000	)
Impairment charges		20,689,000			9,538,000			6,347,000
Consolidated minority interests:
Share of income		497,000			523,000			(162,000	)
Share of FFO		(430,000	)		(440,000	)		(193,000	)
FFO applicable to diluted common shares		45,241,000			40,032,000			41,067,000
Preferred stock redemption costs		3,507,000			7,890,000			—
Financing costs (a)		4,829,000			210,000			2,623,000
Acquisition pursuit costs (b)		—			156,000			3,426,000
Redevelopment costs (c)		—			37,000			698,000
Management transition costs (d)		—			—			1,427,000
Operating FFO applicable to diluted common shares	$	53,577,000		$	48,325,000		$	49,241,000

FFO per diluted common share	$	0.49		$	0.45		$	0.48
Operating FFO per diluted common share	$	0.58		$	0.55		$	0.57
Weighted average number of diluted common shares (e):
Common shares		92,361,000			87,948,000			85,303,000
OP Units		429,000			350,000			352,000
		92,790,000			88,298,000			85,655,000

(a)

Represents extinguishment of debt costs.

(b) Represents costs directly associated with acquiring properties that are expensed pursuant to GAAP such as transfer taxes, brokerage fees and legal expenses.

(c)

Includes redevelopment project costs expensed pursuant to GAAP such as certain demolition and lease termination costs.

(d)

Costs associated with hiring a new Chief Operating Officer and estimated expenses related to termination of prior Chief Operating Officer.

(e)

The weighted average number of diluted common shares used to compute FFO and Operating FFO applicable to diluted common shares includes OP Units, unvested restricted units and unvested restricted shares that are excluded from the computation of diluted EPS.

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the Company’s results of operations. Should inflation rates increase in the future, substantially all of the Company’s tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes and many of the operating expenses it incurs. Significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’s business.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

One of the principal market risks facing the Company is the risk of interest rate changes, primarily through its variable-rate revolving credit facility and term loans. The Company’s objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower its overall borrowing costs. To achieve these objectives, the Company may borrow at either fixed rates or at variable rates and enter into derivative financial instruments, such as interest rate swaps, to mitigate its interest rate risk. The Company does not enter into derivative or interest rate transactions for speculative purposes. The Company is not subject to foreign currency risk.

The Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for certain unsecured term loans. At December 31, 2018, the Company had $8.9 million included in deferred charges and other assets, net, in addition to $1.6 million included in accounts payable and accrued liabilities on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to certain unsecured term loans.

At December 31, 2018, long-term debt consisted of a fixed-rate mortgage loan payable, a capital lease obligation, unsecured term loans, and the Company’s unsecured variable-rate credit facility. Excluding unamortized premiums and debt issuance costs, the average interest rate on the $478.4 million of fixed-rate debt outstanding was 3.5%, with maturities at various dates through 2050. The average interest rate on the $150.0 million of variable-rate debt outstanding, which consists of the unsecured revolving credit facility and a term loan, was 3.8%. With respect to the $150.0 million of variable-rate debt, if contractual interest rates either increase or decrease by 100 bps, the Company’s interest cost would increase or decrease respectively by approximately $1.5 million per annum.

With respect to the Company’s fixed rate mortgage note and unsecured term loans with rates fixed through the use of derivative financial instruments, changes in interest rates generally do not affect the Company’s interest expense as these notes are at fixed rates for extended terms. Because the Company intends to hold its existing fixed-rate debt either to maturity or until the sale of the associated property, these fixed-rate notes pose an interest rate risk to the Company’s results of operations and its working capital position only upon the refinancing of that indebtedness. The Company’s possible risk is from increases in long-term interest rates that may occur as this may increase the cost of refinancing maturing fixed-rate debt. In addition, the Company may incur prepayment penalties or defeasance costs when prepaying or defeasing debt.

Item 8.

Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm		42

Consolidated Balance Sheets, December 31, 2018 and 2017		43

Consolidated Statements of Operations, years ended December 31, 2018, 2017 and 2016		44

Consolidated Statements of Comprehensive Income, years ended December 31, 2018, 2017 and 2016		45

Consolidated Statements of Equity, years ended December 31, 2018, 2017 and 2016		46-47

Consolidated Statements of Cash Flows, years ended December 31, 2018, 2017 and 2016		48

Notes to Consolidated Financial Statements		49-68

Schedule Filed As Part Of This Report
Schedule III – Real Estate and Accumulated Depreciation, December 31, 2018		69-71

All other schedules have been omitted because the required information is not present, is not present in amounts sufficient to require submission of the schedule, or is included in the consolidated financial statements or notes thereto.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Cedar Realty Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cedar Realty Trust, Inc. as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ ERNST & YOUNG LLP

We have served as the Company’s auditor since 1984.

New York, New York

February 14, 2019

CEDAR REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2018			2017
ASSETS
Real estate:
Land	$	295,734,000		$	304,237,000
Buildings and improvements		1,212,948,000			1,230,362,000
		1,508,682,000			1,534,599,000
Less accumulated depreciation		(361,969,000	)		(341,943,000	)
Real estate, net		1,146,713,000			1,192,656,000

Real estate held for sale		11,592,000			—
Cash and cash equivalents		1,977,000			3,702,000
Restricted cash		—			3,517,000
Receivables		21,977,000			17,193,000
Other assets and deferred charges, net		40,642,000			35,350,000
TOTAL ASSETS	$	1,222,901,000		$	1,252,418,000

LIABILITIES AND EQUITY
Mortgage loans payable	$	47,315,000		$	127,969,000
Capital lease obligation		5,387,000			—
Unsecured revolving credit facility		100,000,000			55,000,000
Unsecured term loans		472,132,000			397,156,000
Accounts payable and accrued liabilities		26,142,000			24,519,000
Unamortized intangible lease liabilities		13,209,000			17,663,000
Total liabilities		664,185,000			622,307,000

Commitments and contingencies		—			—

Equity:
Cedar Realty Trust, Inc. shareholders' equity:
Preferred stock		159,541,000			207,508,000
Common stock ($.06 par value, 150,000,000 shares authorized, 90,436,000 and 91,317,000 shares, issued and outstanding, respectively)		5,426,000			5,479,000
Treasury stock (2,971,000 and 3,359,000 shares, respectively, at cost)		(16,572,000	)		(18,463,000	)
Additional paid-in capital		875,565,000			875,062,000
Cumulative distributions in excess of net income		(475,726,000	)		(446,944,000	)
Accumulated other comprehensive income		7,191,000			5,694,000
Total Cedar Realty Trust, Inc. shareholders' equity		555,425,000			628,336,000
Noncontrolling interests:
Minority interests in consolidated joint ventures		(112,000	)		(609,000	)
Limited partners' OP Units		3,403,000			2,384,000
Total noncontrolling interests		3,291,000			1,775,000
Total equity		558,716,000			630,111,000
TOTAL LIABILITIES AND EQUITY	$	1,222,901,000		$	1,252,418,000

See accompanying notes to consolidated financial statements

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years ended December 31,
	2018			2017			2016
REVENUES
Rents	$	113,858,000		$	113,276,000		$	118,098,000
Expense recoveries		33,378,000			31,220,000			32,036,000
Other		4,784,000			1,512,000			952,000
Total revenues		152,020,000			146,008,000			151,086,000
EXPENSES
Operating, maintenance and management		27,771,000			24,752,000			24,898,000
Real estate and other property-related taxes		20,123,000			19,577,000			19,617,000
General and administrative		16,915,000			16,907,000			18,154,000
Acquisition pursuit costs		-			156,000			3,426,000
Depreciation and amortization		40,053,000			40,115,000			40,787,000
Total expenses		104,862,000			101,507,000			106,882,000

OTHER
Gain on sale		4,864,000			7,099,000			59,000
Impairment charges		(20,689,000	)		(9,538,000	)		(6,347,000	)
Total other		(15,825,000	)		(2,439,000	)		(6,288,000	)

OPERATING INCOME		31,333,000			42,062,000			37,916,000

NON-OPERATING INCOME AND EXPENSES
Interest expense		(22,146,000	)		(22,199,000	)		(26,529,000	)
Early extinguishment of debt costs		(4,829,000	)		(210,000	)		(2,623,000	)
Total non-operating income and expenses		(26,975,000	)		(22,409,000	)		(29,152,000	)

NET INCOME		4,358,000			19,653,000			8,764,000

Net (income) loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		(497,000	)		(523,000	)		162,000
Limited partners' interest in Operating Partnership		28,000			13,000			17,000
Total net (income) attributable to noncontrolling interests		(469,000	)		(510,000	)		179,000

NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		3,889,000			19,143,000			8,943,000

Preferred stock dividends		(10,863,000	)		(13,652,000	)		(14,408,000	)
Preferred stock redemption costs		(3,507,000	)		(7,890,000	)		-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(10,481,000	)	$	(2,399,000	)	$	(5,465,000	)

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED)	$	(0.13	)	$	(0.04	)	$	(0.08	)

Weighted average number of common shares - basic and diluted		88,420,000			84,168,000			81,672,000

See accompanying notes to consolidated financial statements

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years ended December 31,
	2018			2017			2016

Net income	$	4,358,000		$	19,653,000		$	8,764,000

Other comprehensive income - unrealized gain on change in fair value of cash flow hedges		1,518,000			5,287,000			4,901,000

Comprehensive income		5,876,000			24,940,000			13,665,000

Comprehensive (income) attributable to noncontrolling interests		(490,000	)		(530,000	)		155,000

Comprehensive income attributable to Cedar Realty Trust, Inc.	$	5,386,000		$	24,410,000		$	13,820,000

See accompanying notes to consolidated financial statements

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENT OF EQUITY

Years ended December 31, 2018, 2017 and 2016

	Cedar Realty Trust, Inc. Shareholders

																			Cumulative			Accumulated
													Treasury			Additional			distributions			other
	Preferred stock						Common stock						stock,			paid-in			in excess of			comprehensive
	Shares			Amount			Shares			Amount			at cost			capital			net income			income (loss)			Total
BALANCE, DECEMBER 31, 2015		7,950,000			190,661,000			85,049,000			5,103,000			(17,284,000	)		825,979,000			(404,350,000	)		(4,059,000	)		596,050,000
Net income (loss)		—			—			—			—			—			—			8,943,000			—			8,943,000
Unrealized gain on change in fair value of cash flow hedges		—			—			—			—			—						—			4,877,000			4,877,000
Share-based compensation, net		—			—			261,000			16,000			(845,000	)		3,297,000			—			—			2,468,000
Common stock sales, net of issuance expenses		—			—			6,000			—			—			(142,000	)		—			—			(142,000	)
Preferred stock dividends		—			—			—			—			—			—			(14,408,000	)		—			(14,408,000	)
Distributions to common shareholders/noncontrolling interests		—			—			—			—			—			—			(17,049,000	)		—			(17,049,000	)
Redemptions of OP Units		—			—			—			—			—			—			—			—			-
Reallocation adjustment of limited partners' interest		—			—			—			—			—			392,000			—			(391,000	)		1,000
BALANCE, DECEMBER 31, 2016		7,950,000			190,661,000			85,316,000			5,119,000			(18,129,000	)		829,526,000			(426,864,000	)		427,000			580,740,000
Net income		—			—			—			—			—			—			19,143,000			—			19,143,000
Unrealized gain on change in fair value of cash flow hedges		—			—			—			—			—			—			—			5,267,000			5,267,000
Share-based compensation, net		—			—			249,000			15,000			(334,000	)		3,832,000			—			—			3,513,000
Net proceeds from sales of Series C Shares		5,000,000			124,774,000			—			—			—			(4,342,000	)		—			—			120,432,000
Redemptions of Series B Shares		(4,500,000	)		(107,927,000	)		—			—			—			3,307,000			(7,890,000	)		—			(112,510,000	)
Common stock sales, net of issuance expenses		—			—			5,752,000			345,000			—			42,821,000			—			—			43,166,000
Preferred stock dividends		—			—			—			—			—			—			(13,652,000	)		—			(13,652,000	)
Distributions to common shareholders/noncontrolling interests		—			—			—			—			—			—			(17,681,000	)		—			(17,681,000	)
Redemption of OP Units		—			—			—			—			—			—			—			—			-
Reallocation adjustment of limited partners' interest		—			—			—			—			—			(82,000	)		—			—			(82,000	)
BALANCE, DECEMBER 31, 2017		8,450,000		$	207,508,000			91,317,000		$	5,479,000		$	(18,463,000	)	$	875,062,000		$	(446,944,000	)	$	5,694,000		$	628,336,000
Net (loss) income		—			—			—			—			—			—			3,889,000			—			3,889,000
Unrealized gain on change in fair value of cash flow hedges		—			—			—			—			—			—			—			1,497,000			1,497,000
Share-based compensation, net		—			—			(111,000	)		(7,000	)		1,891,000			1,467,000			—			—			3,351,000
Redemptions of Series B Shares		(2,000,000	)		(47,967,000	)		—			—			—			1,458,000			(3,507,000	)		—			(50,016,000	)
Common stock sales, net of issuance expenses		—			—			2,000			—			—			9,000			—			—			9,000
Common stock repurchases		—			—			(772,000	)		(46,000	)		—			(2,283,000	)		—			—			(2,329,000	)
Preferred stock dividends		—			—			—			—			—			—			(10,863,000	)		—			(10,863,000	)
Distributions to common shareholders/noncontrolling interests		—			—			—			—			—			—			(18,301,000	)		—			(18,301,000	)
Redemption of OP Units		—			—			—			—			—			—			—			—			-
Issuance of OP Units		—			—			—			—			—			—			—			—			-
Reallocation adjustment of limited partners' interest		—			—			—			—			—			(148,000	)		—			—			(148,000	)
BALANCE, DECEMBER 31, 2018		6,450,000		$	159,541,000			90,436,000		$	5,426,000		$	(16,572,000	)	$	875,565,000		$	(475,726,000	)	$	7,191,000		$	555,425,000

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENT OF EQUITY

Years ended December 31, 2018, 2017 and 2016

Continued

	Noncontrolling Interests
	Minority
	interests in			Limited
	consolidated			partners'						Total
	joint ventures			OP Units			Total			equity
BALANCE, DECEMBER 31, 2015		(970,000	)		2,462,000			1,492,000			597,542,000
Net income (loss)		(162,000	)		(17,000	)		(179,000	)		8,764,000
Unrealized gain on change in fair value of cash flow hedges		—			24,000			24,000			4,901,000
Share-based compensation, net		—			—			—			2,468,000
Common stock sales, net of issuance expenses		—			—			—			(142,000	)
Preferred stock dividends		—			—			—			(14,408,000	)
Distributions to common shareholders/noncontrolling interests		—			(71,000	)		(71,000	)		(17,120,000	)
Redemptions of OP Units		—			(8,000	)		(8,000	)		(8,000	)
Reallocation adjustment of limited partners' interest		—			(1,000	)		(1,000	)		—
BALANCE, DECEMBER 31, 2016		(1,132,000	)		2,389,000			1,257,000			581,997,000
Net income		523,000			(13,000	)		510,000			19,653,000
Unrealized gain on change in fair value of cash flow hedges		—			20,000			20,000			5,287,000
Share-based compensation, net		—			—			—			3,513,000
Net proceeds from sales of Series C Shares		—			—			—			120,432,000
Redemptions of Series B Shares		—			—			—			(112,510,000	)
Common stock sales, net of issuance expenses		—			—			—			43,166,000
Preferred stock dividends		—			—			—			(13,652,000	)
Distributions to common shareholders/noncontrolling interests		—			(70,000	)		(70,000	)		(17,751,000	)
Redemption of OP Units		—			(24,000	)		(24,000	)		(24,000	)
Reallocation adjustment of limited partners' interest		—			82,000			82,000			—
BALANCE, DECEMBER 31, 2017	$	(609,000	)	$	2,384,000		$	1,775,000		$	630,111,000
Net (loss) income		497,000			(28,000	)		469,000			4,358,000
Unrealized gain on change in fair value of cash flow hedges		—			21,000			21,000			1,518,000
Share-based compensation, net		—			—			—			3,351,000
Redemptions of Series B Shares		—			—			—			(50,016,000	)
Common stock sales, net of issuance expenses		—			—			—			9,000
Common stock repurchases		—			—			—			(2,329,000	)
Preferred stock dividends		—			—			—			(10,863,000	)
Distributions to common shareholders/noncontrolling interests		—			(90,000	)		(90,000	)		(18,391,000	)
Redemption of OP Units		—			(7,000	)		(7,000	)		(7,000	)
Issuance of OP Units		—			975,000			975,000			975,000
Reallocation adjustment of limited partners' interest		—			148,000			148,000			—
BALANCE, DECEMBER 31, 2018	$	(112,000	)	$	3,403,000		$	3,291,000		$	558,716,000

See accompanying notes to consolidated financial statements

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2018			2017			2016
OPERATING ACTIVITIES
Net income	$	4,358,000		$	19,653,000		$	8,764,000
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales		(4,864,000	)		(7,099,000	)		(59,000	)
Impairment charges		20,689,000			9,538,000			6,347,000
Early extinguishment of debt costs		4,829,000			210,000			2,623,000
Straight-line rents		(1,142,000	)		(864,000	)		(38,000	)
Provision for doubtful accounts		2,273,000			1,715,000			1,198,000
Depreciation and amortization		40,053,000			40,115,000			40,787,000
Amortization of intangible lease liabilities, net		(4,361,000	)		(2,518,000	)		(2,751,000	)
Expense relating to share-based compensation, net		3,763,000			3,552,000			2,930,000
Amortization of premium on mortgage loan payable		(80,000	)		(130,000	)		(236,000	)
Amortization of deferred financing costs		1,224,000			1,325,000			1,524,000
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Rents and other receivables		(3,902,000	)		(3,467,000	)		(942,000	)
Prepaid expenses and other		(6,591,000	)		(4,600,000	)		(1,829,000	)
Accounts payable and accrued liabilities		1,651,000			(337,000	)		929,000
Net cash provided by operating activities		57,900,000			57,093,000			59,247,000

INVESTING ACTIVITIES
Acquisitions of real estate		(179,000	)		(32,442,000	)		(31,923,000	)
Expenditures for real estate improvements		(30,377,000	)		(25,561,000	)		(15,484,000	)
Net proceeds from sales of real estate		19,118,000			12,506,000			96,170,000
Issuance of mortgage note receivable		(3,500,000	)		—			—
Net cash (used in)/provided by investing activities		(14,938,000	)		(45,497,000	)		48,763,000

FINANCING ACTIVITIES
Repayments under revolving credit facility		(123,500,000	)		(185,500,000	)		(197,000,000	)
Advances under revolving credit facility		168,500,000			168,500,000			191,000,000
Advance under term loan		75,000,000			—			100,000,000
Mortgage borrowing		—			—			50,000,000
Mortgage repayments		(80,330,000	)		(10,294,000	)		(218,403,000	)
Payments of early extinguishment of debt costs		(5,159,000	)		—			(2,487,000	)
Payments of debt financing costs		(705,000	)		(2,502,000	)		(1,355,000	)
Noncontrolling interests:
Distributions to limited partners		(90,000	)		(70,000	)		(71,000	)
Redemption of OP Units		(7,000	)		(24,000	)		(8,000	)
Net proceeds from sale of preferred stock		—			120,432,000			—
Redemptions of preferred stock		(50,016,000	)		(112,510,000	)		—
Common stock sales less issuance expenses, net		9,000			43,166,000			(142,000	)
Common stock repurchases		(2,329,000	)		—			—
Preferred stock dividends		(11,276,000	)		(13,656,000	)		(14,408,000	)
Distributions to common shareholders		(18,301,000	)		(17,681,000	)		(17,049,000	)
Net cash (used in) financing activities		(48,204,000	)		(10,139,000	)		(109,923,000	)

Net (decrease)/increase in cash, cash equivalents and restricted cash		(5,242,000	)		1,457,000			(1,913,000	)
Cash, cash equivalents and restricted cash at beginning of year		7,219,000			5,762,000			7,675,000
Cash, cash equivalents and restricted cash at end of year	$	1,977,000		$	7,219,000		$	5,762,000

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	1,977,000		$	3,702,000		$	2,882,000
Restricted cash		—			3,517,000			2,880,000
Cash, cash equivalents and restricted cash	$	1,977,000		$	7,219,000		$	5,762,000

See accompanying notes to consolidated financial statements

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Note 1. Business and Organization

Cedar Realty Trust, Inc. (the "Company") is a real estate investment trust ("REIT") that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. At December 31, 2018, the Company owned and managed a portfolio of 58 operating properties (excluding properties “held for sale”).

Cedar Realty Trust Partnership, L.P. (the "Operating Partnership") is the entity through which the Company conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. At December 31, 2018, the Company owned a 99.4% economic interest in, and was the sole general partner of, the Operating Partnership. The limited partners’ interest in the Operating Partnership (0.6% at December 31, 2018) is represented by partnership units in the Operating Partnership (“OP Units”). The carrying amount of such interest is adjusted at the end of each reporting period to an amount equal to the limited partners’ ownership percentage of the Operating Partnership’s net equity. The 553,000 OP Units are economically equivalent to the Company’s common stock and are redeemable at the option of the holder. Such redemptions are payable in cash or in shares of the Company’s common stock, one a one-to-one basis, at the option of the Company.

As used herein, the "Company" refers to Cedar Realty Trust, Inc. and its subsidiaries on a consolidated basis, including the Operating Partnership or, where the context so requires, Cedar Realty Trust, Inc. only.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation/Basis of Preparation

The consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, its subsidiaries, and certain joint venture partnerships in which it participates. The Company consolidates all variable interest entities (“VIEs”) for which it is the primary beneficiary. Generally, a VIE is an entity with one or more of the following characteristics: (1) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) as a group, the holders of the equity investment at risk (a) lack the power through voting or similar rights to make decisions about the entity’s activities that significantly impact the entity’s performance, (b) have no obligation to absorb the expected losses of the entity, or (c) have no right to receive the expected residual returns of the entity, or (3) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately fewer voting rights. A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE has (1) the power to direct the activities that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Significant judgments related to these determinations include estimates about the current and future fair values, performance of real estate held by these VIEs, and general market conditions.

In February 2015, the Financial Accounting Standards Board (“FASB”) issued guidance which amends the consolidation requirements, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under the analysis, limited partnerships and other similar entities will be considered variable interest entities unless the limited partners hold substantive kick-out rights or participating rights. The guidance was adopted on January 1, 2016. The Company evaluated its existing joint venture property at San Souci Plaza based on the new guidance, determined the entity to be a variable interest entity, and continued to consolidate the entity. At December 31, 2018, this VIE owned real estate with a carrying value of $26.9 million and no mortgage loan payable.

The Company has a 60%-owned joint venture originally formed to develop the project known as Crossroads II. This joint venture is consolidated as it is deemed to be a VIE and the Company is the primary beneficiary. The Company (1) guaranteed all related debt, (2) does not require its partners to fund additional capital requirements, (3) has an economic interest greater than its voting proportion and (4) directs the management activities that significantly impact the performance of the joint venture. At December 31, 2018, this VIE owned real estate with a carrying value of $38.1 million and no mortgage loan payable.

In 2015, the Company acquired the New London Mall joint venture partner’s 60% ownership interest, giving the Company a 100% ownership interest in this property, which is located in New London, Connecticut. Prior to the acquisition of the joint venture partner’s ownership interest, the entity was not a VIE, the Company was the sole general partner and exercised substantial operating control over the entity; accordingly, the Company determined that the entity should be consolidated.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

The accompanying financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates.

Real Estate Investments

Real estate investments are carried at cost less accumulated depreciation. The provision for depreciation is calculated using the straight-line method based upon the estimated useful lives of the respective assets of between 3 and 40 years, with buildings being depreciated at the upper end of the range. Depreciation expense amounted to $36.1 million, $36.5 million and $37.1 million for 2018, 2017 and 2016, respectively. Expenditures for betterments that substantially extend the useful lives of the assets are capitalized. Expenditures for maintenance, repairs, and betterments that do not substantially prolong the normal useful life of an asset are charged to operations as incurred.

Real estate investments include costs of development and redevelopment activities, and construction in progress. Capitalized costs, including interest and other carrying costs during the construction and/or renovation periods, are included in the cost of the related asset and charged to operations through depreciation over the asset’s estimated useful life. A variety of costs are incurred in the development and leasing of a property, such as pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company ceases capitalization on the portions substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. The Company considers a construction project to be substantially completed and held available for occupancy upon the completion of tenant improvements, but not later than one year from cessation of major construction activity.

The Company allocates the fair value of real estate acquired to land, buildings and improvements. In addition, the fair value of in-place leases is allocated to intangible lease assets and liabilities. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, which value is then allocated to land, buildings and improvements based on management’s determination of the fair values of these assets. In valuing an acquired property’s intangibles, factors considered by management include an estimate of carrying costs during the expected lease-up periods, such as real estate taxes, insurance, other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on its evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions, tenant improvements, legal and other related costs.

The values of acquired above-market and below-market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the differences between the contractual amounts to be received and management’s estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include consideration of the non-cancellable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below-market rental renewal options are determined based on the Company’s experience and the relevant facts and circumstances that existed at the time of the acquisitions. The values of above-market leases are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of below-market leases associated with the original non-cancelable lease terms are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of the leases associated with below-market renewal options that are likely of exercise are amortized to rental income over the respective renewal periods. The value of other intangible assets (including leasing commissions, tenant improvements, etc.) is amortized to expense over the applicable terms of the respective leases. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Effective January 1, 2018, the Company has adopted the guidance on gains and losses from the derecognition of nonfinancial assets. This guidance applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and also clarifies that all businesses are derecognized using the deconsolidation guidance. Additionally, it defines an in substance nonfinancial asset as a financial asset that is promised to a counterparty in a contract in which substantially all of the fair value of the asset promised in the contract is concentrated in nonfinancial assets, which excludes cash or cash equivalents and liabilities. The Company believes these criteria for all real estate sold were met during 2018. Under prior guidance, sales of real estate were recognized only when sufficient down payments had been obtained, possession and other attributes of ownership had been transferred to the buyer and the Company had no significant continuing involvement. The Company believes these criteria were met for all real estate sold during 2017 and 2016.

Properties Held For Sale

The Company follows the guidance for reporting discontinued operations, whereby a disposal of an individual property or group of properties is required to be reported in “discontinued operations” only if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. The results of operations for those properties not meeting such criteria are reported in “continuing operations” in the consolidated statements of operations.

The carrying values of the assets and liabilities of properties determined to be held for sale, principally the net book values of the real estate and the related mortgage loans payable expected to be assumed by the buyers, are reclassified as “held for sale” on the Company’s consolidated balance sheets at the time such determinations are made, on a prospective basis only. In addition, the Company anticipates that sales of all such properties remaining classified as “held for sale” at the balance sheet date will be concluded within one year from such date.

The Company, when applicable, conducts a continuing review of the values for all properties “held for sale” based on final sales prices and sales contracts entered into. Impairment charges/reversals, if applicable, are based on a comparison of the carrying values of the properties with either (1) actual sales prices less costs to sell for properties sold, or contract amounts for properties in the process of being sold, (2) estimated sales prices, less costs to sell, based on discounted cash flow analyses, if no contract amounts are being negotiated (see Note 4 - “Fair Value Measurements”), or (3) with respect to land parcels, estimated sales prices, less costs to sell, based on comparable sales completed in the selected market areas. Prior to the Company’s determination to dispose of properties, which are subsequently reclassified to “held for sale”, the Company performed recoverability analyses based on the estimated undiscounted cash flows that were expected to result from the real estate investments’ use and eventual disposal. The projected undiscounted cash flows of each property reflects that the carrying value of each real estate investment would be recovered. However, as a result of the properties’ meeting the “held for sale” criteria, such properties were written down to the lower of their carrying value and estimated fair values less costs to sell.

Cash and Cash Equivalents / Restricted Cash

Cash and cash equivalents consist of cash in banks and short-term investments with original maturities when purchased of less than ninety days, and include cash at consolidated joint ventures of $0.2 million and $0.3 million at December 31, 2018 and 2017, respectively.

The terms of several of the Company’s mortgage loans payable require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established.

Fair Value Measurements

The accounting guidance for fair value measurement establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

•

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible while also considering counterparty credit risk in the assessment of fair value.

Revenue Recognition and Receivables

Management has determined that all of the Company’s leases with its various tenants are operating leases. Rental income with scheduled rent increases is recognized using the straight-line method over the respective non-cancelable terms of the leases. The aggregate excess of rental revenue recognized on a straight-line basis over the contractual base rents is included in receivables on the consolidated balance sheet. Leases also generally contain provisions under which the tenants reimburse the Company for a portion of property operating expenses and real estate taxes incurred, generally attributable to their respective allocable portions of gross leasable area. Such income is recognized in the periods earned. In addition, a limited number of operating leases contain contingent rent provisions under which tenants are required to pay, as additional rent, a percentage of their sales in excess of a specified amount. The Company defers recognition of contingent rental income until those specified sales targets are met. Revenues also include items such as lease termination fees, which tend to fluctuate more than rents from year to year. Termination fees are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration. The Company recognizes lease termination income when the following conditions are met: (1) the lease termination agreement has been executed, (2) the lease termination fee is determinable, (3) all the Company’s landlord services pursuant to the terminated lease have been rendered, and (4) collectability of the lease termination fee is assured.

The Company must make estimates as to the collectability of its accounts receivable related to base rent, straight-line rent, percentage rent, expense reimbursements and other revenues. When management analyzes accounts receivable and evaluates the adequacy of the allowance for doubtful accounts, it considers such things as historical bad debts, tenant creditworthiness, current economic trends, current developments relevant to a tenant’s business specifically and to its business category generally, and changes in tenants’ payment patterns. The allowance for doubtful accounts was $5.9 million and $4.7 million at December 31, 2018 and 2017, respectively. The provision for doubtful accounts (included in operating, maintenance and management expenses) was $2.2 million, $1.7 million and $1.2 million in 2018, 2017 and 2016, respectively.

Segment Information

The Company’s primary business is the ownership and operation of grocery-anchored shopping centers. The Company reviews operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, which consists of rental income and other property income, less operating expenses and real estate taxes. No individual property constitutes more than 10% of the Company’s revenues or property operating income, and the Company has no operations outside of the United States of America. Therefore, the Company has aggregated its properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes.

Income Taxes

The Company, organized in 1984, has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). A REIT will generally not be subject to federal income taxation on that portion of its income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of such REIT taxable income to its shareholders and complies with certain other requirements. As of December 31, 2018, the Company was in compliance with all REIT requirements.

The Company follows a two-step approach for evaluating uncertain federal, state and local tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The Company has not identified any uncertain tax positions which would require an accrual.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Derivative Financial Instruments

The Company occasionally utilizes derivative financial instruments, principally interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company’s interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative financial instrument matures or is settled. Any derivative financial instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes.

Share-Based Compensation

During 2017, the Company’s shareholders approved the 2017 Stock Incentive Plan (the “2017 Plan”), which replaced the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). As of the effective date of the 2017 Plan, the Company may not grant any further awards under the 2012 Plan. The 2017 Plan establishes the procedures for the granting of, among other things, restricted stock awards. The maximum number of shares of the Company’s common stock that may be issued pursuant to the 2017 Plan is 4.0 million (see Note 14 – “Share-Based Compensation”), and the maximum number of shares that may be granted to a participant in any calendar year may not exceed 500,000. All grants issued pursuant to the 2017 Plan generally vest (1) at the end of designated time periods for time-based grants, or (2) upon the completion of a designated period of performance for performance-based grants and satisfaction of performance criteria. Time–based grants are valued according to the market price for the Company’s common stock at the date of grant. For performance-based grants, the Company generally engages an independent appraisal company to determine the value of the shares at the date of grant, taking into account the underlying contingency risks associated with the performance criteria. The value of all grants are being expensed on a straight-line basis over their respective vesting periods (irrespective of achievement of the performance-based grants) adjusted, as applicable, for forfeitures. For restricted share grants subject to graded vesting, the amounts expensed are at least equal to the measured expense of each vested tranche. Based on the terms of the 2017 Plan, those grants of restricted shares that are contributed to the Rabbi Trusts are classified as treasury stock on the Company’s consolidated balance sheet.

Supplemental Consolidated Statements of Cash Flows Information

	Years ended December 31,
	2018		2017		2016
Supplemental disclosure of cash activities:
Cash paid for interest	$	22,191,000	$	21,359,000	$	26,296,000
Supplemental disclosure of non-cash activities:
Capitalization of interest and financing costs		1,528,000		684,000		743,000
Issuance of OP Units in connection with a land parcel acquisition		975,000		—		—
Mortgage loan payable assumed upon acquisition		—		—		(8,501,000	)

Recently-Adopted Accounting Pronouncements

In August 2014, the FASB issued guidance which requires management to evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern, and to provide disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The guidance was adopted on January 1, 2016 and did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued guidance which amends the accounting for revenue recognition. Under the amended guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled to and receive in exchange for those goods or services. Leases are specifically excluded from this guidance and will be governed by the applicable lease codification. The guidance, effective January 1, 2018, did not have a material effect on the Company’s consolidated financial statements.

In March 2016, the FASB issued guidance which amends the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and the policy election with respect to accounting for forfeitures either as they occur or by estimating forfeitures. The guidance was adopted on January

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

1, 2017. The Company has elected to account for forfeitures as they occur, and the guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued guidance that clarifies how an entity should classify certain cash receipts and cash payments on its statement of cash flows. The guidance established that an entity will classify cash payments for debt prepayment or extinguishment costs as financing cash flows. In addition, the guidance provides entities with an alternative to consider regarding the nature of the source of distributions that an investor receives from an equity method investment when classifying distributions received in its cash flow statement (the nature of the distribution approach). Alternatively, entities can elect to classify the distributions received from equity method investees based on the cumulative earnings approach. The guidance, effective January 1, 2018, did not have a material effect on the Company’s consolidated financial statements.

In November 2016, the FASB issued guidance that requires entities to show the changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows. When cash, cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions on the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. The Company reclassified the statement of cash flows for the years ended December 31, 2017 and 2016 to reflect this new guidance. The guidance, effective January 1, 2018, did not have a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued guidance which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset and/or a group of similar identifiable assets; if these criteria are met, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance on revenue from contracts with customers. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption being permitted. The Company has elected to early adopt this guidance effective January 1, 2017. The Company believes that most of its typical acquisitions of real estate will not meet the new definition of a business, and accordingly, will result in the capitalization of associated acquisition pursuit costs, as is the case regarding all acquisitions in 2017.

In May 2017, the FASB issued guidance which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. Under the new guidance, an entity will not apply modification accounting if the award’s fair value, vesting conditions, and the classification of the award as equity or a liability are the same immediately before and after the change. The guidance, effective January 1, 2018, did not have a material effect on the Company’s consolidated financial statements.

Recently-Issued Accounting Pronouncements

In February 2016, the FASB issued guidance which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for pursuant to existing guidance for operating leases. The guidance will result in the recognition of a right-to-use asset and related liability to account for the Company’s future obligations under its ground lease and executive office lease agreements for which the Company is the lessee. Additionally, the guidance will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. During 2018, the Company capitalized approximately $2.8 million of internal and external leasing costs which would have been expensed had this guidance been in effect.

FASB provided lessors with a practical expedient, elected by class of underlying asset, to account for lease and non-lease components as a single lease component if certain criteria are met. Lessors that make these elections will be required to provide additional disclosures. FASB provided an additional (and optional) transition method that allows entities to initially apply the guidance at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company intends to apply both these practical expedients upon adoption. The Company, based on the anticipated election of practical expedients, anticipates that its tenant leases, where it is the lessor, will continue to be accounted for as

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

operating leases under the new standard. The Company is also the lessee under various ground lease arrangements. The Company would not be required to reassess the classification of existing ground leases where it is the lessee and therefore these leases would continue to be accounted for as operating or financing leases. Therefore, as of January 1, 2019, the Company does not currently anticipate significant changes in the accounting for its lease revenues as lessor, but will record approximately $15.0 million of right of use assets and related lease liabilities on its consolidated balance sheet related to ground leases and the Company’s executive office lease as lessee. In the event the Company modifies existing ground leases or enters into new ground leases after adoption of the new standard, such leases may be classified as finance leases. The guidance is effective January 1, 2019.

In June 2016, the FASB issued guidance which enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including accounts receivable, straight-line rent receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. The guidance will require that the Company estimate the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of expected credit losses and the reasons for those changes. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.

Note 3. Real Estate

Real estate activity for 2018 and 2017 is composed of the following:

	Years ended December 31,
	2018			2017
Cost
Balance, beginning of year	$	1,534,599,000		$	1,496,429,000
Properties transferred to held for sale		(61,505,000	)		(15,971,000	)
Property acquisitions		6,481,000			30,997,000
Property dispositions		—			(4,332,000	)
Write-off fully-depreciated assets		—			(2,276,000	)
Improvements and betterments		29,107,000			29,752,000
Balance, end of the year	$	1,508,682,000		$	1,534,599,000

Accumulated depreciation
Balance, beginning of the year	$	341,943,000		$	313,070,000
Properties transferred held for sale		(14,886,000	)		(4,131,000	)
Property dispositions		—			(1,048,000	)
Write-off fully-depreciated assets		—			(2,276,000	)
Depreciation expense		34,912,000			36,328,000
Balance, end of the year	$	361,969,000		$	341,943,000

Net book value	$	1,146,713,000		$	1,192,656,000

At December 31, 2018, Franklin Village Plaza was pledged as collateral for a mortgage loan payable. See Note 8 - “Mortgage Loans Payable and Credit Facilities”.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

2018 Land Parcel Acquisition

2018 Shopping Center Acquisition

On August 21, 2018, the Company entered into a deed of lease for Senator Square, a shopping center located in Washington, D.C. The deed of lease conveys fee title in the buildings to the Company and contains future options to acquire fee title in the land at its then fair-value. The purchase price has been allocated to real estate assets and liabilities. This lease is presented in the Company’s financial statements as two separate components as follows: (1) a $5.7 million capital lease obligation for the fee interest in the buildings, and (2) an operating lease for the land. The capital lease obligation was computed through the date of the Company’s first purchase option, as discussed below, and reflects an interest rate of 5.3%.

2017 Acquisitions

The purchase price for all acquisitions in 2017 have been allocated to real estate assets and liabilities. The following table details all acquisitions in 2017:

		Date	Purchase
Property	Location	Acquired	Price
Christina Crossing	Wilmington, DE	2/22/2017	$	27,902,000
Parcel adjacent to South Philadelphia Shopping Center	Philadelphia, PA	7/6/2017		3,000,000
			$	30,902,000

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Dispositions

During 2018, 2017 and 2016 the Company sold the properties listed below:

		Date	Sales		Gain on
Property	Location	Sold	Price		Sale
2018
Mechanicsburg Center	Mechanicsburg, PA	8/28/2018	$	16,100,000	$	4,864,000
West Bridgewater Plaza	West Bridgewater, MA	9/28/2018		3,500,000		-
			$	19,600,000	$	4,864,000
2017
Outparcel Building adjacent to Camp Hill	Camp Hill, PA	2/1/2017	$	10,650,000	$	7,099,000
Fredericksburg Way	Fredericksburg, VA	12/29/2017		2,200,000		-
			$	12,850,000	$	7,099,000
2016
Liberty Marketplace	Dubois, PA	2/11/2016	$	15,000,000	$	-
Upland Square	Pottstown, PA	11/2/2016		83,250,000		-
			$	98,250,000	$	-

The Company recorded impairment charges $9.4 million during 2018 relating to West Bridgewater Plaza, $9.5 million during 2017 relating to Fredericksburg Way, and $6.3 million during 2016 relating to Upland Square, which are included in continuing operations in the accompanying consolidated statements of operations.

Real Estate Held for Sale

As of December 31, 2018, Carll’s Corner, located in Bridgeton, New Jersey, and Maxatawny Marketplace, located in Maxatawny, Pennsylvania, have been classified as “real estate held for sale” on the accompanying consolidated balance sheet. The

Company recorded impairment charges of $11.3 million in connection with these properties during 2018.

Note 4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, certain other assets, accounts payable and accrued liabilities, and variable-rate debt approximate their fair value due to their terms and/or short-term nature. The fair value of the Company’s investments and liabilities related to share-based compensation were determined to be Level 1 within the valuation hierarchy, and were based on independent values provided by financial institutions.

The fair value of the Company’s fixed rate mortgage loans were estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with similar terms and maturities. As of December 31, 2018 and December 31, 2017, the aggregate fair values of the Company’s fixed rate mortgage loans payable, which were determined to be Level 3 within the valuation hierarchy, were $44.4 million and $127.7 million, respectively; the carrying values of such loans were $47.3 million and $128.0 million, respectively. As of December 31, 2018 and December 31, 2017, respectively, the aggregate fair values of the Company’s unsecured revolving credit facility and term loans approximated the carrying values. In addition, the fair value of the Company’s mortgage note receivable and capital lease obligation, which were determined to be Level 3 within the valuation hierarchy, approximated their carrying values as of December 31, 2018.

The valuation of the liabilities for the Company’s interest rate swaps, which are measured on a recurring basis, were determined to be Level 2 within the valuation hierarchy, and were based on independent values provided by financial institutions. Such valuations were determined using widely accepted valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. The analyses reflect the contractual terms of the swaps, including the period to maturity, and user-observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded that, as of December 31, 2018, the fair value associated with the “significant unobservable inputs” relating to the Company’s risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

and, as a result, that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon “significant other observable inputs”.

Nonfinancial assets and liabilities measured at fair value in the consolidated financial statements consist of real estate held for sale, which, if applicable, are measured on a nonrecurring basis, have been determined to be (1) Level 2 within the valuation hierarchy, where applicable, based on the respective contracts of sale, adjusted for closing costs and expenses, or (2) Level 3 within the valuation hierarchy, where applicable, based on estimated sales prices, adjusted for closing costs and expenses, determined by discounted cash flow analyses, direct capitalization analyses or a sales comparison approach if no contracts had been concluded. The discounted cash flow and direct capitalization analyses include all estimated cash inflows and outflows over a specific holding period and, where applicable, any estimated debt premiums. These cash flows were composed of unobservable inputs which included forecasted rental revenues and expenses based upon existing in-place leases, market conditions and expectations for growth. Capitalization rates and discount rates utilized in these analyses were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties. The sales comparison approach is utilized for certain land values and includes comparable sales that were completed in the selected market areas. The comparable sales utilized in these analyses were based upon observable per acre rates that the Company believes to be within a reasonable range of current market rates for the respective properties.

Valuations were prepared using internally-developed valuation models. These valuations are reviewed and approved, during each reporting period, by a diverse group of management, as deemed necessary, including personnel from the acquisition, accounting, finance, operations, development and leasing departments, and the valuations are updated as appropriate. In addition, the Company may engage third-party valuation experts to assist with the preparation of certain of its valuations.

The following tables show the hierarchy for those assets measured at fair value on a recurring basis as of December 31, 2018 and December 31, 2017, respectively:

	December 31, 2018
Description	Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)	$	616,000	$	—	$	—	$	616,000
Deferred compensation liabilities (b)	$	610,000	$	—	$	—	$	610,000
Interest rate swaps asset (a)	$	—	$	8,871,000	$	—	$	8,871,000
Interest rate swaps liability (b)	$	—	$	1,576,000	$	—	$	1,576,000


	December 31, 2017
Description	Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)	$	552,000	$	—	$	—	$	552,000
Deferred compensation liabilities (b)	$	544,000	$	—	$	—	$	544,000
Interest rate swaps asset (a)	$	—	$	6,394,000	$	—	$	6,394,000
Interest rate swaps liability (b)	$	—	$	511,000	$	—	$	511,000

(a) Included in other assets and deferred charges, net in the accompanying consolidated balance sheets.
(b) Included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

As of December 31, 2018, one retail property, totaling $1.8 million, was determined to be Level 3 asset under the hierarchy, and was measured at fair value less cost to sell on a non-recurring basis using an income capitalization approach, consisting of a capitalization rate of 8.5%. In addition, real estate held for sale on the consolidated balance sheet as of December 31, 2018 includes the carrying value of a property which is below its fair value. As of December 31, 2017, there were no assets measured at fair value on a non-recurring basis.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Note 5. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents in excess of insured amounts and tenant receivables. The Company places its cash and cash equivalents with high quality financial institutions. Management performs ongoing credit evaluations of its tenants and requires certain tenants to provide security deposits and/or suitable guarantees.

Excluding properties held for sale and sold, Giant Food Stores, LLC, Stop & Shop, Inc. and Food Lion, LLC, each of which is owned by Ahold N.V., a Netherlands corporation, accounted for an aggregate of approximately 11%, 12% and 12% of the Company’s total revenues during 2018, 2017 and 2016, respectively.

The Company’s properties are located largely in the region straddling the Washington, D.C. to Boston corridor, which exposes it to greater economic risks than if the properties it owned were located in a greater number of geographic regions (in particular, 24 of the Company’s properties are located in Pennsylvania).

Note 6. Receivables

Receivables at December 31, 2018 and 2017 are composed of the following:

	December 31,
	2018		2017
Rents and other receivables, net	$	4,443,000	$	3,118,000
Mortgage note receivable (a)		3,500,000		—
Straight-line rents, net		14,034,000		14,075,000
	$	21,977,000	$	17,193,000

(a)

See “Note 3 – Real Estate - 2018 Shopping Center Acquisition” for further disclosure.

Note 7. Other Assets and Deferred Charges, Net

Other assets and deferred charges, net at December 31, 2018 and 2017 are composed of the following:

	December 31,
	2018		2017
Lease origination costs (a)	$	21,623,000	$	19,343,000
Interest rate swaps		8,871,000		6,394,000
Prepaid expenses		5,790,000		5,377,000
Unsecured revolving credit facility financing costs		1,627,000		2,207,000
Leasehold improvements, furniture and fixtures		359,000		393,000
Investments related to share-based compensation		616,000		552,000
Other		1,756,000		1,084,000
Total other assets and deferred charges, net	$	40,642,000	$	35,350,000

(a)

Lease origination costs include the unamortized balance of intangible lease assets resulting from purchase accounting allocations of $7.5 million (cost of $19.9 million and accumulated amortization of $12.4 million) and $8.3 million (cost of $20.5 million and accumulated amortization of $12.2 million) as of December 31, 2018 and 2017, respectively.

Deferred charges are amortized over the terms of the related agreements. Amortization expense related to deferred charges (including amortization of deferred financing costs included in non-operating income and expense) amounted to $5.2 million, $5.1 million and $5.4 million for 2018, 2017, and 2016, respectively. The unamortized balances of deferred lease origination costs is net of accumulated amortization of $29.8 million at December 31, 2018. In addition, deferred financing costs relating to the unsecured revolving credit facility is net of accumulated amortization of $0.8 million at December 31, 2018. Deferred lease origination costs and deferred financing costs relating to the unsecured revolving credit facility will be charged to future operations as follows:

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

	Lease		Unsecured revolving
	origination		credit facility
	costs		financing costs
2019	$	3,194,000	$	610,000
2020		2,576,000		610,000
2021		2,193,000		407,000
2022		1,860,000		—
2023		1,568,000		—
Thereafter		10,232,000		—
	$	21,623,000	$	1,627,000

Note 8. Mortgage Loans Payable and Unsecured Credit Facilities

Debt is composed of the following at December 31, 2018 and 2017:

			December 31, 2018					December 31, 2017
						Contractual					Contractual
	Maturity		Balance			interest rates	Maturity	Balance			interest rates
Description	dates		outstanding			weighted-average	dates	outstanding			weighted-average
Fixed-rate mortgages	Jun 2026		$	47,674,000		3.9%	2021-2026	$	127,994,000		4.4%
Capital lease obligation	Sep 2050			5,696,000		5.3%	n/a		-		n/a
Unsecured credit facilities:
Variable-rate:
Revolving credit facility	Sep 2021	(a)		100,000,000		3.8%	Sep 2021		55,000,000		2.8%
Term loan	Sep 2022			50,000,000		3.8%	Sep 2022		50,000,000		2.9%
Fixed-rate (b):
Term loan	Feb 2021			75,000,000		3.6%	Feb 2021		75,000,000		3.6%
Term loan	Feb 2022			50,000,000		3.0%	Feb 2022		50,000,000		3.0%
Term loan	Sep 2022	(c)		50,000,000		2.8%	Feb 2020		50,000,000		2.8%
Term loan	Apr 2023			100,000,000		3.2%	Apr 2023		100,000,000		3.2%
Term loan	Sep 2024	(d)		75,000,000		3.3%	Feb 2019		75,000,000		3.3%
Term loan	Jul 2025			75,000,000		4.6%	n/a		-		n/a
				628,370,000		3.6%			582,994,000		3.4%
Unamortized premium				-					536,000
Unamortized issuance costs				(3,536,000	)				(3,405,000	)
			$	624,834,000				$	580,125,000

(a)

The revolving credit facility is subject to a one-year extension at the Company’s option.

(b)

(c)

(d)

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Mortgage Loans Payable

During 2018 and 2017, the Company repaid the following mortgage loans payable:

		Principal payoff
Property	Repayment date	amount
East River Park	August 10, 2018	$	18,772,000
Colonial Commons	August 24, 2018	$	24,108,000
Shoppes at Arts District	August 24, 2018	$	8,114,000
The Point	September 6, 2018	$	27,003,000
Metro Square	November 3, 2017	$	7,102,000

During 2018 and 2017, in connection with these repayments, the Company incurred charges relating to early extinguishment of mortgage loans payable (prepayment penalties and accelerated amortization of deferred financing costs) of $4.8 million and $0.1 million, respectively, included in continuing operations.

Unsecured Revolving Credit Facility and Term Loans

The Company has a $300 million unsecured credit facility which, as amended and restated on September 8, 2017, consists of (1) a $250 million revolving credit facility, expiring on September 8, 2021, and (2) a $50 million term loan, expiring on September 8, 2022. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the revolving credit facility component can range from LIBOR plus 135 basis points (“bps”) to 195 bps (135 bps at December 31, 2018) and interest on borrowings under the term loan component can range from LIBOR plus 130 to 190 bps (130 bps at December 31, 2018), each based on the Company’s leverage ratio. As of December 31, 2018, the Company had $132.2 million available for additional borrowings under the revolving credit facility.

On September 8, 2017, the Company amended and restated the terms of four of its existing unsecured term loans. Interest on the borrowings are based on the Company’s leverage ratio. The terms are as follows:

		As amended		Previously
Amount		Maturity date	Interest range	Maturity date	Interest range
$	75,000,000	February 2021	LIBOR + 130 bps to 190 bps	February 2021	LIBOR + 170 bps to 230 bps
$	50,000,000	February 2022	LIBOR + 130 bps to 190 bps	February 2022	LIBOR + 155 bps to 215 bps
$	50,000,000	September 2022	LIBOR + 130 bps to 190 bps	February 2020	LIBOR + 130 bps to 190 bps
$	75,000,000	September 2024	LIBOR + 170 bps to 225 bps	February 2019	LIBOR + 130 bps to 190 bps

On April 26, 2016, the Company closed a new $100 million unsecured term loan maturing on April 26, 2023 (all of which was borrowed on September 30, 2016). Interest on borrowings under the term loan can range from LIBOR plus 165 to 225 bps (165 bps on December 31, 2018), based on the Company’s leverage ratio. Additionally, the Company entered into a forward interest rate swap agreement which converts the LIBOR rate to a fixed rate for the term loan beginning November 1, 2016 through its maturity.

The Company’s unsecured credit facility and term loans contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage, and minimum net worth. In addition, the facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreements. The Company’s failure to comply with the covenants or the occurrence of an event of default under the facilities could result in the acceleration of the related debt. As of December 31, 2018, the Company is in compliance with all financial covenants. Interest on borrowings under the unsecured credit facility and terms loans are based on the Company’s leverage ratio.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Scheduled Principal Payments

Scheduled principal payments on a mortgage loan payable, capital lease obligation, unsecured term loans, and the unsecured credit facility at December 31, 2018, due on various dates from 2021 to 2050, are as follows:


	Mortgage Loan		Capital Lease		Revolving			Term				Unamortized
Year	Payable		Obligation		Credit Facility			Loans		Total		Issuance Costs			Total
2019	$	995,000	$	32,000	$	-		$	-	$	1,027,000	$	(767,000	)	$	260,000
2020		1,034,000		33,000		-			-		1,067,000		(767,000	)		300,000
2021		1,074,000		35,000		100,000,000	(a)		75,000,000		176,109,000		(648,000	)		175,461,000
2022		1,116,000		37,000		-			150,000,000		151,153,000		(499,000	)		150,654,000
2023		1,160,000		39,000		-			100,000,000		101,199,000		(274,000	)		100,925,000
Thereafter		42,295,000		5,520,000		-			150,000,000		197,815,000		(581,000	)		197,234,000
	$	47,674,000	$	5,696,000	$	100,000,000		$	475,000,000	$	628,370,000	$	(3,536,000	)	$	624,834,000

(a)

The revolving credit facility is subject to a one-year extension at the Company's option.

Derivative Financial Instruments

At December 31, 2018, the Company had $8.9 million included in other assets and deferred charges, net, in addition to $1.6 million included in accounts payable and accrued liabilities on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to the unsecured term loans discussed above. Charges and/or credits relating to the changes in the fair value of the interest rate swaps are made to accumulated other comprehensive income (loss), noncontrolling interests (minority interests in consolidated joint ventures and limited partners’ interest), or operations (included in interest expense), as applicable. Over time, the unrealized gains and losses recorded in accumulated other comprehensive loss will be reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affect earnings. The Company estimates that approximately $2.2 million of accumulated other comprehensive loss will be reclassified as a charge to earnings within the next twelve months.

The following is a summary of the derivative financial instruments held by the Company at December 31, 2018 and December 31, 2017:

December 31, 2018

Designation/

Fair

Maturity

Balance sheet

Cash flow

Derivative

Count

value

dates

location

Qualifying

Interest rate swaps

8,871,000

2019-2024

Other assets and deferred charges, net

Qualifying

Interest rate swaps

1,576,000

2025

Accounts payable and accrued liabilities

December 31, 2017

Designation/

Fair

Maturity

Balance sheet

Cash flow

Derivative

Count

value

dates

location

Qualifying

Interest rate swaps

6,394,000

2019-2024

Other assets and deferred charges, net

Qualifying

Interest rate swaps

511,000

2021

Accounts payable and accrued liabilities

The notional values of the interest rate swaps held by the Company at December 31, 2018 and December 30, 2017 were $425.0 million and $350.0 million, respectively.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

The following presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and the consolidated statements of equity 2018, 2017 and 2016, respectively:

		Gain recognized in other
		comprehensive (loss) income
		(effective portion)
Designation/		Years ended December 31,
Cash flow	Derivative	2018		2017			2016
Qualifying	Interest rate swaps	$	2,185,000	$	2,492,000		$	1,162,000

		Gain (loss) recognized in other
		comprehensive (loss) income
		reclassified into earnings (effective portion)
		Years ended December 31,
	Classification	2018		2017			2016
	Continuing Operations	$	667,000	$	(2,345,000	)	$	(3,739,000	)

As of December 31, 2018, the Company believes it has no significant risk associated with non-performance of the financial institutions which are the counterparties to its derivative contracts.

Note 9. Intangible Lease Asset/Liability

Unamortized intangible lease liabilities that relate to below-market leases amounted to $13.2 million and $17.7 million at December 31, 2018 and December 31, 2017, respectively. Unamortized intangible lease assets that relate to above-market leases amounted to $0.6 million and $0.6 million at December 31, 2018 and December 31, 2017, respectively.

The unamortized balance of intangible lease liabilities at December 31, 2018 is net of accumulated amortization of $39.9 million, and will be credited to future operations as follows:

2019	$	2,538,000
2020		1,626,000
2021		1,265,000
2022		1,199,000
2023		1,125,000
Thereafter		5,456,000
	$	13,209,000

Note 10. Commitments and Contingencies

The Company is a party to certain legal actions arising in the normal course of business. Management does not expect there to be adverse consequences from these actions that would be material to the Company’s consolidated financial statements.

Under various federal, state, and local laws, ordinances, and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances, or petroleum product releases, at its properties. The owner may be liable to governmental entities or to third parties for property damage, and for investigation and cleanup costs incurred by such parties in connection with any contamination. Generally, the Company’s tenants must comply with environmental laws and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance, or if a tenant fails to or cannot comply, the Company could be forced to pay these costs. Management is unaware of any environmental matters that would have a material impact on the Company’s consolidated financial statements.

The Company’s executive offices are located at 44 South Bayles Avenue, Port Washington, New York. The terms of the lease, which will expire in February 2020, provide for future minimum rents as follows: 2019 - $517,000 and 2020 - $86,000. In addition, several of the Company’s properties and portions of several others are owned subject to operating leases which provide for annual

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

payments subject, in certain cases, to cost-of-living adjustments, as follows: 2019 - $1.1 million, 2020 - $1.0 million, 2021 - $1.0 million, 2022 - $1.0 million, 2023 - $1.0 million, and thereafter - $31.1 million.

Rent expense was $1.1 million, $1.1 million and $1.5 million for 2018, 2017 and 2016, respectively.

Note 11. Shareholders’ Equity

Preferred Stock

The Company’s 7.25% Series B Cumulative Redeemable Preferred Stock “Series B Preferred Stock” has no stated maturity, is not convertible into any other security of the Company, and became redeemable, in whole or in part, at the Company’s option beginning May 22, 2017 at a price of $25.00 per share plus accrued and unpaid distributions.

The Company’s 6.50% Series C Cumulative Redeemable Preferred Stock “Series C Preferred Stock” has no stated maturity, is not convertible into any other security of the Company, and is redeemable at the Company’s option beginning August 24, 2022 at a price of $25.00 per share plus accrued and unpaid distributions.

The Company is authorized to issue up to 12,500,000 shares of preferred stock. The following tables summarize details about the Company’s preferred stock:

	Series B		Series C
	Preferred Stock		Preferred Stock
Par value	$	0.01	$	0.01
Liquidation value	$	25.00	$	25.00

	December 31, 2018				December 31, 2017
	Series B		Series C		Series B		Series C
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock
Shares authorized		1,450,000		6,450,000		3,450,000		6,450,000
Shares issued and outstanding		1,450,000		5,000,000		3,450,000		5,000,000
Balance	$	34,767,000	$	124,774,000	$	82,734,000		124,774,000

On August 16, 2017, the Company redeemed 1,500,000 shares of Series B Preferred Stock at a price of $25.00 per share for an aggregate of $37.5 million, plus all accrued and unpaid dividends up to (but excluding) the redemption date.

On August 24, 2017, the Company concluded a public offering of 3,000,000 shares of Series C Preferred Stock at $25.00 per share, and realized net proceeds, after offering expenses, of approximately $72.3 million. On September 15, 2017, the Company redeemed 3,000,000 shares of Series B Preferred Stock at a price of $25.00 per share for an aggregate of $75.0 million, plus all accrued and unpaid dividends up to (but excluding) the redemption date.

On December 15, 2017, the Company concluded a public offering of 2,000,000 shares of Series C Preferred Stock at $25.00 per share, and realized net proceeds, after offering expenses, of approximately $48.1 million. On January 12, 2018, the Company redeemed 2,000,000 shares of Series B Preferred Stock at a price of $25.00 per share for an aggregate of $50.0 million, plus all accrued and unpaid dividends up to (but excluding) the redemption date.

Common Stock

On December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorizes the Company to purchase up to $30.0 million of the Company’s common stock in the open market or through private transactions, subject to market conditions from time to time over the next 12 months. During 2018, the Company repurchased approximately 772,000 shares at a weighted average price per share of $3.02. Subsequent to December 31, 2018, the Company repurchased an additional 2,050,000 shares at a weighted average price per share of $3.34.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

On August 1, 2016, the Company entered into a forward sales agreement to issue 5,750,000 common shares, which the Company settled on August 1, 2017, for net proceeds of $43.2 million.

The Company has a Dividend Reinvestment and Direct Stock Purchase Plan (“DRIP”) which offers a convenient method for shareholders to invest cash dividends and/or make optional cash payments to purchase shares of the Company’s common stock. Such purchases are at 100% of market value. There were no significant transactions under the DRIP during 2018 and 2017. At December 31, 2018, there remained 2,836,000 shares authorized under the DRIP.

Dividends

The following table provides a summary of dividends declared and paid per share:

	Years ended December 31,
	2018		2017		2016
Common stock	$	0.200	$	0.200	$	0.200
7.25% Series B Preferred Stock	$	1.812	$	1.812	$	1.812
6.50% Series C Preferred Stock	$	1.625	$	0.388	$	-

At December 31, 2018 and 2017, there were $1.2 million and $1.6 million, respectively, of accrued preferred stock dividends.

On January 16, 2019, the Company’s Board of Directors declared a dividend of $0.05 per share with respect to its common stock. At the same time, the Board declared a dividend of $0.453125 and $0.406250 per share with respect to the Company’s Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on February 20, 2019 to shareholders of record on February 8, 2019.

Note 12. Revenues

Rents for 2018, 2017 and 2016, respectively, are comprised of the following:

	Years ended December 31,
	2018		2017		2016
Base rents	$	107,630,000	$	108,998,000	$	114,655,000
Percentage rent		725,000		896,000		654,000
Straight-line rents		1,142,000		864,000		38,000
Amortization of intangible lease liabilities, net		4,361,000		2,518,000		2,751,000
Total rents	$	113,858,000	$	113,276,000	$	118,098,000

In April 2018, the Company accepted a cash payment of $4.3 million in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration. As a result of this termination, revenues for the nine months ended September 30, 2018 includes $5.4 million, consisting of (1) $3.8 million of other income (the $4.3 million cash payment reduced by $0.5 million straight-line rent receivable) and (2) $1.5 million accelerated intangible lease liability amortization. The Company recognizes lease termination income when the following conditions are met: (1) the lease termination agreement has been executed, (2) the lease termination fee is determinable, (3) all the Company’s landlord services pursuant to the terminated lease have been rendered, and (4) collectability of the lease termination fee is assured.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Annual future base rents due to be received under non-cancelable operating leases in effect at December 31, 2018 are approximately as follows (excluding those base rents applicable to properties classified as real estate held for sale):

2019	$	101,244,000
2020		89,291,000
2021		75,240,000
2022		63,577,000
2023		56,443,000
Thereafter		204,677,000
	$	590,472,000

Total future minimum rents do not include expense recoveries for real estate taxes and operating costs, or percentage rents based upon tenants’ sales volume. Such additional revenue amounts aggregated approximately $34.1 million, $32.1 million and $32.7 million for 2018, 2017 and 2016, respectively. Such amounts do not include amortization of intangible lease liabilities.

Note 13. 401(k) Retirement Plan

The Company has a 401(k) retirement plan (the “Plan”), which permits all eligible employees to defer a portion of their compensation under the Code. Pursuant to the provisions of the Plan, the Company may make discretionary contributions on behalf of eligible employees. The Company made contributions to the Plan of $371,000, $330,000, and $293,000 for 2018, 2017, and 2016, respectively.

Note 14. Share-Based Compensation

The following tables set forth certain share-based compensation information for 2018, 2017, and 2016, respectively:

	Years ended December 31,
	2018				2017			2016
Expense relating to share/unit grants	$	4,217,000			$	3,820,000		$	3,141,000		(a)
Amounts capitalized		(454,000	)			(268,000	)		(211,000	)
Total charged to operations	$	3,763,000			$	3,552,000		$	2,930,000

					Weighted average
	Shares				grant date value
Unvested shares/units, December 31, 2017		3,791,000			$	5.27
Restricted share/unit grants		3,111,000		(b)	$	3.89
Vested during period		(1,729,000	)		$	5.24
Forfeitures/cancellations		(1,263,000	)		$	4.41
Unvested shares/units, December 31, 2018		3,910,000			$	4.46

(a)

Net of an expense reduction of $267,000 relating to a forfeiture of restricted shares in connection with an employment termination.

(b)

Includes 250,000 shares which were granted to the Company’s President and Chief Executive Officer (“CEO”) on January 1, 2019 (see below).

At December 31, 2018, approximately 0.9 million shares remained available for grants pursuant to the 2017 Plan and, at that date, there remained an aggregate of $11.9 million applicable to all grants and awards to be expensed over a weighted average period of 3.5 years.

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

Excluding the grants relating to the Company’s President and CEO (see below), during 2018, there were 610,000 time-based restricted shares issued, with a weighted average grant date fair value of $4.93 per share. During 2017, there were 305,000 time-based restricted shares issued, with a weighted average grant date fair value of $6.20 per share. During 2016, there were 491,000 time-based restricted shares granted, with a weighted average grant date fair value of $6.87 per share.

The total fair values of shares vested during 2018, 2017, and 2016 were $7,556,000, $890,000, and $811,000, respectively.

President and CEO Employment Contract

Upon employment on June 15, 2011, the Company’s President and CEO received restricted share grants totaling 2,500,000 shares, one-half of which was time-based, vesting upon the seventh anniversary of the date of grant (June 15, 2018), and the other half market performance-based, to be earned if the total annual return on an investment in the Company’s common stock (“TSR”) was at least an average of 6.5% per year for the seven years ended June 15, 2018. On June 15, 2018, the 1,250,000 time-based shares vested and the 1,250,000 market performance-based shares were forfeited as the market performance criteria was not achieved.

On June 15, 2018, in connection with a new amended and restated employment agreement, the Company’s President and CEO received a 1.0 million time-based restricted share grant at a market price of $4.38. However, as a result of an existing limitation within the Company’s 2017 Stock Incentive Plan (the “2017 Plan”), only 750,000 shares were granted on June 15, 2018, with the remaining 250,000 shares to be granted on January 1, 2019. All 1.0 million time-based restricted shares will vest upon the fifth anniversary of the effective date of the employment agreement (June 15, 2023), subject to the Company’s President and CEO continuous employment with the Company through such date, subject to certain exceptions. Consistent with such time-based restricted grant awards to other participants, dividends will be paid on these shares.

In addition, on June 15, 2018, the Company’s President and CEO was also granted a market performance-based equity award of 1,500,000 restricted stock units (“RSUs”) and 1,500,000 dividend equivalent rights of the Company. Each RSU represents a contingent right to receive one common share if certain market performance criteria are achieved. During the three years ending June 15, 2021 (the “Interim Performance Period”), a maximum of 750,000 shares can be earned. Any portion of the market performance based equity award that is not earned as of the end of the Interim Performance Period will be carried forward for calculation for the five years ending June 15, 2023 (the “Full Performance Period”). The percentage of the market performance-based equity award to be earned will be determined based on the Company’s average annual TSR over the Interim Performance Period and/or over the Full Performance Period as follows: if average annual TSR (1) is below 4%, the percentage of grant earned would be 0%, (2) equals 4%, the percentage of grant earned would be 33.3%, (3) equals 6.5%, the percentage of grant earned would be 66.7%, and (4) equals 10% or above, the percentage of grant earned would be 100%. Linear interpolation shall be applied to determine the percentage of the market performance-based equity award that is earned where the average annual TSR over the performance period falls between the percentages set forth above. An independent appraisal determined the value of the market performance-based equity award for the interim and full performance periods to be $3.30 and $2.97 per share, respectively, compared to a market price at the date of grant of $4.38 per share.

The dividend equivalent rights will accrue and will be deemed to be reinvested into the Company’s common stock and payment with respect to the dividend equivalent rights will be deferred until the end of the Interim Performance Period, or the Full Performance

Period, as the case may be, to coincide with the vesting, if any, of the market performance-based equity award. Payment will only be made for the portion of the market performance-based equity award that is earned and vests.

Note 15. Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities (restricted shares that have non-forfeitable rights to receive dividends issued pursuant to the Company’s share-based compensation program are considered participating securities). Unvested restricted shares that are participating securities are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common shareholders. For 2018, 2017 and 2016, the Company had 3.0 million, 3.8 million and 3.6 million, respectively, of weighted average unvested restricted shares outstanding. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the 2018, 2017 and 2016, respectively:

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

December 31, 2018

	Years ended December 31,
	2018			2017			2016
Numerator
Net income	$	4,358,000		$	19,653,000		$	8,764,000
Preferred stock dividends		(10,863,000	)		(13,652,000	)		(14,408,000	)
Preferred stock redemptions costs		(3,507,000	)		(7,890,000	)		-
Net (income) loss attributable to noncontrolling interests		(469,000	)		(510,000	)		179,000
Net earnings allocated to unvested shares		(628,000	)		(754,000	)		(715,000	)
Net loss attributable to vested common shares	$	(11,109,000	)	$	(3,153,000	)	$	(6,180,000	)
Denominator
Weighted average number of vested common shares outstanding, basic and diluted		88,420,000			84,168,000			81,672,000
Net loss per common share attributable to common shareholders, basic and diluted	$	(0.13	)	$	(0.04	)	$	(0.08	)

Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. For 2018, no restricted stock units would have been issuable under the Company’s President and CEO market performance-based equity award (see Note 14 – “Share-Based Compensation”) had the measurement period ended on December 31, 2018, therefore this market performance-based equity award had no impact in calculating diluted EPS. For 2017, the 5,750,000 common shares that were subject to a forward sale agreements have been excluded from the denominator prior to their issuance on August 1, 2017, as they were anti-dilutive using the treasury stock method. Net loss attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and the related OP Units have been excluded from the denominator for the purpose of calculating diluted EPS as there would have been no effect had such amounts been included. The weighted average number of OP Units outstanding was 429,000, 350,000 and 352,000 for 2018, 2017 and 2016, respectively.

Note 16. Selected Quarterly Financial Data (unaudited)

	Quarter ended
	March 31			June 30			September 30			December 31
2018
Revenues	$	37,568,000		$	41,350,000		$	36,170,000		$	36,932,000
Net (loss) income	$	(16,620,000	)	$	9,937,000		$	6,305,000		$	4,736,000
Net (loss) income attributable to common shareholders	$	(22,974,000	)	$	7,089,000		$	3,472,000		$	1,932,000
Per common share (basic and diluted) (a)	$	(0.26	)	$	0.08		$	0.04		$	0.02

2017
Revenues	$	36,774,000		$	35,699,000		$	36,398,000		$	37,137,000
Net income (loss)	$	11,945,000		$	(4,389,000	)	$	6,417,000		$	5,680,000
Net income (loss) attributable to common shareholders	$	8,174,000		$	(8,076,000	)	$	(5,125,000	)	$	2,628,000
Per common share (basic and diluted) (a)	$	0.10		$	(0.10	)	$	(0.06	)	$	0.03

Note 17. Subsequent Events

In determining subsequent events, management reviewed all activity from January 1, 2019 through the date of filing this Annual Report on Form 10-K.

Cedar Realty Trust, Inc.

Schedule III

Real Estate and Accumulated Depreciation

					Year built/		Gross		Initial cost to the Company
		Year		Percent	Year last		leasable				Building and
Property	State	acquired		owned	renovated		area		Land		Improvements
Academy Plaza	PA		2001	100%	1965/2013			137,415	$	2,406,000	$	9,623,000
Big Y Shopping Center	CT		2013	100%		2007		101,105		11,272,000		23,395,000
Camp Hill	PA		2002	100%	1958/2005			423,671		4,460,000		17,857,000
Carmans Plaza	NY		2007	100%	1954/2007			195,283		8,539,000		35,804,000
Christina Crossing	DE		2017	100%		2008		119,353		4,341,000		23,227,000
Coliseum Marketplace	VA		2005	100%	1987/2012			106,648		2,924,000		14,416,000
Colonial Commons	PA		2011	100%	2011/2013			408,642		9,367,000		37,496,000
Crossroads II	PA		2008	60%		2009		133,717		15,383,000		-
East River Park	DC		2015	100%	1946-1996			150,038		9,143,000		30,893,000
Elmhurst Square	VA		2006	100%	1961-1983			66,254		1,371,000		5,994,000
Fairview Commons	PA		2007	100%	1976/2003			52,964		858,000		3,568,000
Fieldstone Marketplace	MA	2005/2012		100%	1988/2003			150,123		5,229,000		21,440,000
Fort Washington Center	PA		2002	100%		2003		41,000		2,462,000		-
Franklin Village Plaza (a)	MA	2004/2012		100%	1987/2005			303,524		14,270,000		61,915,000
General Booth Plaza	VA		2005	100%		1985		71,639		1,935,000		9,493,000
Glen Allen Shopping Center	VA		2005	100%		2000		63,328		6,769,000		683,000
Gold Star Plaza	PA		2006	100%		1988		71,720		1,644,000		6,519,000
Golden Triangle	PA		2003	100%	1960/2005			202,790		2,320,000		9,713,000
Groton Shopping Center	CT		2007	100%		1969		130,264		3,070,000		12,320,000
Halifax Plaza	PA		2003	100%		1994		51,510		1,412,000		5,799,000
Hamburg Square	PA		2004	100%	1993/2010			99,580		1,153,000		4,678,000
Jordan Lane	CT		2005	100%	1969/1991			177,504		4,291,000		21,176,000
Kempsville Crossing	VA		2005	100%	1985/2013			79,512		2,207,000		11,000,000
Kings Plaza	MA		2007	100%	1970/1994			168,243		2,413,000		12,604,000
Lawndale Plaza	PA		2015	100%		1998		92,773		3,635,000		21,854,000
Meadows Marketplace	PA	2004/2012		100%		2005		91,518		1,914,000		-
Metro Square	MD		2008	100%		1999		71,896		3,121,000		12,341,000
Newport Plaza	PA		2003	100%		1996		64,489		1,721,000		7,758,000
New London Mall	CT		2009	100%	1967/1997			259,566		14,891,000		24,967,000
Northside Commons	PA		2008	100%		2009		69,136		3,332,000		-
Norwood Shopping Center	MA		2006	100%	1965/2013			97,756		1,874,000		8,453,000
Oak Ridge Shopping Center	VA		2006	100%		2000		38,700		960,000		4,254,000
Oakland Commons	CT		2007	100%	1962/2013			90,100		2,504,000		15,662,000
Oakland Mills	MD		2005	100%	1960's/2004			58,224		1,611,000		6,292,000
Palmyra Shopping Center	PA		2005	100%	1960/2012			111,051		1,488,000		6,566,000
Pine Grove Plaza	NJ		2003	100%	2001/2002			86,089		2,010,000		6,489,000
Port Richmond Village	PA		2001	100%		1988		125,578		2,942,000		11,769,000
Quartermaster Plaza	PA		2014	100%		2004		456,602		37,031,000		54,210,000
River View Plaza	PA		2003	100%	1991/1998			236,217		9,718,000		40,356,000
San Souci Plaza	MD		2009	40%	1985 - 1997			264,134		14,849,000		18,445,000
Senator Square	DC		2018	100%	1946 - 2005			61,691		-		5,327,000
Shoppes at Arts District	DC		2016	100%		2011		35,676		2,247,000		18,616,000
South Philadelphia	PA		2003	100%	1950/2003			251,881		8,222,000		36,314,000
Southington Center	CT		2003	100%	1972/2000			155,842		-		11,834,000
Suffolk Plaza	VA		2005	100%		1984		67,216		1,402,000		7,236,000
Swede Square	PA		2003	100%	1980/2012			100,816		2,268,000		6,232,000
The Brickyard	CT		2004	100%	1990/2012			227,598		7,632,000		29,308,000
The Commons	PA		2004	100%		2003		203,309		3,098,000		14,047,000
The Point	PA		2000	100%	1972/2012			268,037		2,700,000		10,800,000
The Shops at Bloomfield Station	NJ		2016	100%		2015		63,844		625,000		17,674,000
The Shops at Suffolk Downs	MA		2005	100%	2005/2011			121,320		7,580,000		11,089,000
Timpany Plaza	MA		2007	100%	1970's-1989			183,775		3,412,000		19,240,000
Trexler Mall	PA		2005	100%	1973/2013			337,297		6,932,000		32,815,000
Trexlertown Plaza	PA		2006	100%	1990/2011			325,171		13,349,000		23,867,000
Valley Plaza	MD		2003	100%	1975/1994			190,939		1,950,000		7,766,000
Washington Center Shoppes	NJ		2001	100%	1979/1995			157,394		2,061,000		7,314,000
Webster Plaza	MA		2007	100%	1960's-2004			98,984		3,551,000		18,412,000
Yorktowne Plaza	MD		2007	100%	1970/2000			158,982		5,940,000		25,505,000
Other	n/a	n/a		100%	n/a			-		1,965,000		-
Total Portfolio								8,729,428	$	297,774,000	$	922,425,000

Cedar Realty Trust, Inc.

Schedule III

Real Estate and Accumulated Depreciation

				Gross amount at which carried at
(continued)	Subsequent			December 31, 2018
	cost					Building and				Accumulated
Property	capitalized (b)			Land		improvements		Total		depreciation
Academy Plaza	$	4,900,000		$	2,406,000	$	14,523,000	$	16,929,000	$	5,756,000
Big Y Shopping Center		260,000			10,268,000		24,659,000		34,927,000		4,135,000
Camp Hill		39,918,000			4,093,000		58,142,000		62,235,000		21,093,000
Carmans Plaza		12,689,000			8,421,000		48,611,000		57,032,000		11,730,000
Christina Crossing		638,000			4,341,000		23,865,000		28,206,000		1,707,000
Coliseum Marketplace		5,551,000			3,586,000		19,305,000		22,891,000		7,396,000
Colonial Commons		5,673,000			9,367,000		43,169,000		52,536,000		13,251,000
Crossroads II		29,440,000			17,671,000		27,152,000		44,823,000		6,611,000
East River Park		3,376,000			9,398,000		34,014,000		43,412,000		4,169,000
Elmhurst Square		829,000			1,371,000		6,823,000		8,194,000		2,158,000
Fairview Commons		376,000			858,000		3,944,000		4,802,000		1,160,000
Fieldstone Marketplace		2,909,000			5,167,000		24,411,000		29,578,000		9,162,000
Fort Washington Center		5,800,000			2,462,000		5,800,000		8,262,000		2,400,000
Franklin Village Plaza (a)		4,657,000			14,681,000		66,161,000		80,842,000		14,743,000
General Booth Plaza		(526,000	)		1,935,000		8,967,000		10,902,000		2,950,000
Glen Allen Shopping Center		(212,000	)		5,367,000		1,873,000		7,240,000		617,000
Gold Star Plaza		655,000			1,644,000		7,174,000		8,818,000		3,011,000
Golden Triangle		9,584,000			2,320,000		19,297,000		21,617,000		9,120,000
Groton Shopping Center		8,510,000			3,113,000		20,787,000		23,900,000		5,072,000
Halifax Plaza		506,000			1,347,000		6,370,000		7,717,000		2,707,000
Hamburg Square		5,590,000			1,153,000		10,268,000		11,421,000		3,589,000
Jordan Lane		796,000			4,291,000		21,972,000		26,263,000		7,270,000
Kempsville Crossing		(3,087,000	)		2,207,000		7,913,000		10,120,000		2,898,000
Kings Plaza		1,494,000			2,408,000		14,103,000		16,511,000		3,541,000
Lawndale Plaza		687,000			3,635,000		22,541,000		26,176,000		3,409,000
Meadows Marketplace		11,444,000			1,914,000		11,444,000		13,358,000		3,732,000
Metro Square		(221,000	)		5,250,000		9,991,000		15,241,000		3,002,000
Newport Plaza		464,000			1,682,000		8,261,000		9,943,000		3,431,000
New London Mall		4,345,000			8,807,000		35,396,000		44,203,000		13,073,000
Northside Commons		10,011,000			3,379,000		9,964,000		13,343,000		2,344,000
Norwood Shopping Center		771,000			1,874,000		9,224,000		11,098,000		2,910,000
Oak Ridge Shopping Center		181,000			960,000		4,435,000		5,395,000		1,608,000
Oakland Commons		(344,000	)		2,504,000		15,318,000		17,822,000		5,128,000
Oakland Mills		646,000			1,611,000		6,938,000		8,549,000		2,762,000
Palmyra Shopping Center		1,813,000			1,488,000		8,379,000		9,867,000		3,259,000
Pine Grove Plaza		1,028,000			2,010,000		7,517,000		9,527,000		2,836,000
Port Richmond Village		3,002,000			2,843,000		14,870,000		17,713,000		5,933,000
Quartermaster Plaza		2,020,000			37,031,000		56,230,000		93,261,000		8,806,000
Riverview Plaza		7,138,000			10,872,000		46,340,000		57,212,000		18,100,000
San Souci Plaza		5,145,000			13,406,000		25,033,000		38,439,000		11,515,000
Senator Square		41,000			-		5,368,000		5,368,000		186,000
Shoppes at Arts District		47,000			2,247,000		18,663,000		20,910,000		1,993,000
South Philadelphia		8,837,000			10,363,000		43,010,000		53,373,000		17,319,000
Southington Center		574,000			-		12,408,000		12,408,000		4,677,000
Suffolk Plaza		(1,271,000	)		1,402,000		5,965,000		7,367,000		2,006,000
Swede Square		6,118,000			2,272,000		12,346,000		14,618,000		5,612,000
The Brickyard		4,329,000			7,648,000		33,621,000		41,269,000		11,008,000
The Commons		3,490,000			3,098,000		17,537,000		20,635,000		5,737,000
The Point		14,981,000			2,996,000		25,485,000		28,481,000		10,611,000
The Shops at Bloomfield Station		177,000			625,000		17,851,000		18,476,000		1,560,000
The Shops at Suffolk Downs		10,076,000			7,580,000		21,165,000		28,745,000		6,723,000
Timpany Plaza		1,811,000			3,368,000		21,095,000		24,463,000		5,767,000
Trexler Mall		8,394,000			6,932,000		41,209,000		48,141,000		14,428,000
Trexlertown Plaza		30,109,000			13,351,000		53,974,000		67,325,000		11,592,000
Valley Plaza		1,620,000			1,950,000		9,386,000		11,336,000		3,853,000
Washington Center Shoppes		5,079,000			2,000,000		12,454,000		14,454,000		5,528,000
Webster Plaza		4,784,000			4,082,000		22,665,000		26,747,000		5,983,000
Yorktowne Plaza		709,000			5,801,000		26,353,000		32,154,000		9,258,000
Other		122,000			878,000		1,209,000		2,087,000		34,000
Total Portfolio	$	288,483,000		$	295,734,000	$	1,212,948,000	$	1,508,682,000	$	361,969,000

Cedar Realty Trust, Inc.

Schedule III

Real Estate and Accumulated Depreciation

The changes in real estate and accumulated depreciation for the years ended December 31, 2018, 2017 and 2016, respectively, are as follows:

Cost	2018				2017			2016
Balance, beginning of the year	$	1,534,599,000			$	1,496,429,000		$	1,550,027,000
Properties transferred to held for sale		(61,505,000	)			(15,971,000	)		(96,596,000	)
Property acquisitions		6,481,000				30,997,000			39,456,000
Property dispositions		—				(4,332,000	)		—
Improvements and betterments		29,107,000				29,752,000			15,672,000
Write-off fully-depreciated assets		—				(2,276,000	)		(12,130,000	)
Balance, end of the year	$	1,508,682,000		(c)	$	1,534,599,000		$	1,496,429,000

Accumulated depreciation
Balance, beginning of the year	$	341,943,000			$	313,070,000		$	300,832,000
Properties transferred to held for sale		(14,886,000	)			(4,131,000	)		(11,280,000	)
Property dispositions		—				(1,048,000	)		—
Depreciation expense (d)		34,912,000				36,328,000			35,648,000
Write-off fully-depreciated assets		—				(2,276,000	)		(12,130,000	)
Balance, end of the year	$	361,969,000			$	341,943,000		$	313,070,000

Net book value	$	1,146,713,000			$	1,192,656,000		$	1,183,359,000

(a)

Amount of encumbrance totals $47.7 million at December 31, 2018.

(b)

Negative amounts represent write-offs of fully depreciated assets.

(c)

At December 31, 2018, the aggregate cost for federal income tax purposes was approximately $34.1 million greater than the Company's recorded values.

(d)

Depreciation is provided over the estimated useful lives of the buildings and improvements, which range from 3 to 40 years.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) designed to ensure that information required to be disclosed in its filings under the Exchange Act is reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission (“SEC”). In this regard, the Company has formed a Disclosure Committee currently comprised of several of the Company’s executive officers as well as certain other employees with knowledge of information that may be considered in the SEC reporting process. The Committee has responsibility for the development and assessment of the financial and non-financial information to be included in the reports filed with the SEC, and assists the Company’s Chief Executive Officer and Chief Financial Officer in connection with their certifications contained in the Company’s SEC filings. The Committee meets regularly and reports to the Audit Committee on a quarterly or more frequent basis. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated its disclosure controls and procedures as of December 31, 2018, and have concluded that such disclosure controls and procedures are effective.

During the three months ended December 31, 2018, there have been no changes in the Company’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control – 2013 Integrated Framework”. Based on such assessment, management believes that, as of December 31, 2018, the Company’s internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an opinion on the Company’s internal control over financial reporting, which appears elsewhere in this report.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Cedar Realty Trust, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Cedar Realty Trust, Inc.’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Cedar Realty Trust, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedule listed in the Index at Item 15(a) and our report dated February 14, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Item 9A. Controls and Procedures - “Management Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP

New York, New York

February 14, 2019

Items 9B.

Other Information

None.

Part III.

In accordance with the rules of the SEC, certain information required by Part III is omitted and is incorporated by reference into this Form 10-K from the Company’s definitive proxy statement, which we expect to file in March 2019 (and in any event not later than 120 days after the close of our fiscal year), for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A.

Item 10.

Directors, Executive Officers and Corporate Governance

This item is incorporated by reference to the definitive proxy statement for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A.

Item 11.

Executive Compensation

This item is incorporated by reference to the definitive proxy statement for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

This item is incorporated by reference to the definitive proxy statement for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A.

Item 13.

Certain Relationships and Related Transactions and Director Independence

This item is incorporated by reference to the definitive proxy statement for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A.

Item 14.

Principal Accountant Fees and Services

This item is incorporated by reference to the definitive proxy statement for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A.

Part IV

Item 15.

Exhibits and Financial Statement Schedules

(a)

1. Financial Statements

The response to this portion of Item 15 is included in Item 8 of this report.

Financial Statement Schedules

The response to this portion of Item 15 is included in Item 8 of this report.

Exhibits

Item		Title or Description

3.1.a		Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 10-K for the year ended December 31, 2013.

3.1.b		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of Form 8-A filed on August 18, 2017.

3.1.c		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 22, 2017.

3.1.d		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on December 15, 2017.

3.1.e		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on May 7, 2018.

3.2		Amended and Restated By-laws of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 7, 2018.

3.3.a		Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P., incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-11/A filed on October 14, 2003.

3.3.b		Amendment No. 1 to Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P., incorporated by reference to Exhibit 3.5 of the Registration Statement on Form S-11/A filed on October 14, 2003.

3.3.c		Amendment No. 2 to Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P., incorporated by reference to Exhibit 3.3.c of Form 10-K for the year ended December 31, 2004.

3.3.d		Amendment No. 3 to Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P., incorporated by reference to Exhibit 3.3.d of Form 10-K for the year ended December 31, 2006.

3.3.e		Amendment No. 4 to Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P., incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarterly period ended September 30, 2010.

3.3.f		Amendment No. 5 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 16, 2012.

3.3.g		Amendment No. 6 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 29, 2012.

3.3.h		Amendment No. 7 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.2 of Form 8-K filed on September 14, 2012.

3.3.i		Amendment No. 8 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.3 of Form 8-K filed on November 21, 2012.

3.3.j		Amendment No. 9 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.2 of Form 8-K filed on February 11, 2013.

3.3.k		Amendment No. 10 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.3 of Form 8-K filed on August 22, 2017.

Item		Title or Description
3.3.l		Amendment No. 11 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 3.2 of Form 8-K filed on December 15, 2017.

10.1.a*		Cedar Realty Trust, Inc. 2012 Stock Incentive Plan, incorporated by reference to Exhibit A of the Definitive Proxy Statement filed on April 25, 2012.

10.1.b*		Cedar Realty Trust, Inc. 2017 Stock Incentive Plan, incorporated by reference to Annex A of the Definitive Proxy Statement filed on March 23, 2017.

10.2.a*		2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 22, 2005.

10.2.b*		Amendment No. 1 to the 2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan, effective as of December 21, 2006, incorporated by reference to Exhibit 10.2.b of Form 10-K for the year ended December 31, 2006.

10.2.c*		Amendment No. 2 to the 2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan, effective as of December 11, 2007, incorporated by reference to Exhibit 10.2.c of Form 10-K for the year ended December 31, 2007.

10.2.d*		Amendment No. 3 to the 2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan, effective as of December 16, 2008, incorporated by reference to Exhibit 10.2.d of Form 10-K for the year ended December 31, 2008.

10.2.e*		Amendment No. 4 to the 2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan, effective as of June 30, 2011, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarterly period ended September 30, 2011.

10.2.f*		Amendment No. 5 to the 2005 Cedar Realty Trust, Inc. Deferred Compensation Plan, effective as of December 14, 2011, incorporated by reference to Exhibit 10.2.f of Form 10-K for the year ended December 31, 2011.

10.2.g*		Amendment No. 6 to the 2005 Cedar Realty Trust, Inc. Deferred Compensation Plan, effective as of December 12, 2012, incorporated by reference to Exhibit 10.2.g of Form 10-K for the year ended December 31, 2012.

10.2.h*		Amendment No. 7 to the 2005 Cedar Realty Trust, Inc. Deferred Compensation Plan, effective as of December 24, 2013, incorporated by reference to Exhibit 10.2.h of Form 10-K for the year ended December 31, 2013.

10.3.a*		Amended and Restated Employment Agreement between Cedar Realty Trust, Inc. and Bruce J. Schanzer, dated effective as of June 15, 2018, incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 18, 2018.

10.3.b*		Amended and Restated Employment Agreement between Cedar Realty Trust, Inc. and Philip Mays, dated effective as of June 6, 2018, incorporated by reference to Exhibit 10.1 of Form 8-K filed on January 3, 2019.

10.3.c*		Amended and Restated Employment Agreement between Cedar Realty Trust, Inc. and Robin McBride Zeigler, dated as of August 4, 2016, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarterly period ended September 30, 2016.

10.4.a.1		Fourth Amended and Restated Loan Agreement (the “Loan Agreement”) by and among Cedar Realty Trust Partnership, L.P., KeyBank National Association and other lending institutions which are or may become parties to the Loan Agreement, and KeyBank National Association (as Administrative Agent), dated as of September 8, 2017, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended September 30, 2017.

10.4.a.2		First Amendment to Fourth Amended and Restated Loan Agreement, dated as of July 24, 2018, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended June 30, 2018.

10.4.b		Third Amended and Restated Loan Agreement (the “Loan Agreement”) by and among Cedar Realty Trust Partnership, L.P., KeyBank National Association and other lending institutions which are or may become parties to the Loan Agreement, and KeyBank National Association (as Administrative Agent), dated as of July 24, 2018 incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended June 30, 2018.

10.4.c.1		Loan Agreement (the “Loan Agreement”) by and among Cedar Realty Trust Partnership, L.P., Regions Bank and other lending institutions which are or may become parties to the Loan Agreement, and KeyBank National Association (as Administrative Agent), dated as of April 26, 2016 incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended March 31, 2016.

Item		Title or Description
10.4.c.2		First Amendment to Loan Agreement, dated as of July 15, 2016 incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended September 30, 2016.

10.4.c.3		Second Amendment to Loan Agreement, dated as of July 24, 2018, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarterly period ended June 30, 2018.

21.1		List of Subsidiaries of the Registrant

23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

31.1		Rule 13a-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Management contracts or compensatory plans required to be filed pursuant to Rule 601 of Regulation S-K.

(b)

Exhibits

The response to this portion of Item 15 is included in Item 15(a)(3) above.

(c)

The following financial statement schedules are filed as part of the report:

The response to this portion of Item 15 is included in Item 15(a)(2) above.

Item 16.

Form 10-K Summary

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR REALTY TRUST, INC.

/s/ BRUCE J. SCHANZER		/s/ PHILIP R. MAYS
Bruce J. Schanzer		Philip R. Mays
President (principal executive officer)		Executive Vice President, Chief Financial Officer and Treasurer
		(principal financial officer)

/s/ GASPARE J. SAITTA, II
Gaspare J. Saitta, II
Vice President and Chief Accounting Officer
(principal accounting officer)

February 14, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and as of the date indicated.

/s/ ABRAHAM EISENSTAT		/s/ GREGG GONSALVES
Abraham Eisenstat		Gregg Gonsalves
Director		Director

/s/ PAMELA N. HOOTKIN		/s/ SABRINA L. KANNER
Pamela N. Hootkin		Sabrina L. Kanner
Director		Director

/s/ STEVEN G. ROGERS		/s/ BRUCE J. SCHANZER
Steven G. Rogers		Bruce J. Schanzer
Director		Director
/s/ ROGER M. WIDMANN
Roger M. Widmann
Director

February 14, 2019