Bruce Schanzer - President and CEO Nancy Mozzachio - Head, Leasing Philip Mays – CFO Mike Winters - Head of Acquisitions Jennifer Bitterman – IR.

Paul Morgan - MLB RJ Milligan - Raymond James Nathan Isbee - Stifel Todd Thomas - KeyBanc Craig Kucera - Wunderlich Securities.

Welcome to the third quarter 2014 Cedar Realty Trust earnings conference call. [Operator instructions.] I would now turn the call over to Jennifer Bitterman, Director of Investor Relations and Corporate Analytics. Please proceed..

Good evening, and thank you for joining us for the third quarter 2014 Cedar Realty Trust earnings conference call. Participating in today’s call will be Bruce Schanzer, Chief Executive Officer; Philip Mays, Chief Financial Officer; and Nancy Mozzachio, Head of Leasing.

Before we begin, please be aware that statements made during the call, that are not historical, may be deemed forward-looking statements and actual results may differ materially from those indicated by such forward-looking statements due to a variety of risks and uncertainties including those disclosed in the company’s most recent Form 10-K and other periodic filings with the SEC.

Forward-looking statements speak only as the date of this call, October 30, 2014 and the company undertakes no duty to update them. During this call, management may refer to certain non-GAAP financial measures, including funds from operations and net operating income.

Please see Cedar’s earnings press release posted on its website for reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures. With that, I now turn the call over to Bruce Schanzer..

Good evening, and welcome to the third quarter 2014 earnings call of Cedar Realty Trust. This earnings call marks three years since the introduction of the new Cedar, as reflected in our slightly modified name, and more significantly, in a dramatically different way of doing business.

Over the last three years, we have implemented a five-part long term strategic plan focused on grocery anchored shopping center between Washington, DC and Boston, with an emphasis on leasing, selected redevelopment, capital recycling, and business segment management.

In executing this plan, we have successfully repositioned the company in a manner that has been very rewarding to our shareholders. Since the introduction of our plan three years ago, Cedar is the best performing shopping center REIT as measured by total shareholder return.

This achievement of vaulting from last to first is something of which we are proud, though we acknowledge there is still a mountain left to climb before we can characterize ourselves as a leading shopping center REIT.

The successes we have achieved over the past three years are a credit to all to members of Team Cedar who have dedicated themselves to everyday excellence This commitment is especially apparent in my senior executive colleagues that I refer to as my kitchen cabinet, all of whom are on this call, namely Phil Mays, our CFO; Brenda Walker, our COO; Nancy Mozzachio, our head of leasing and incoming COO; Charles Burkert, our head of construction and development; Adina Storch, our general counsel; and Michael Winters, our head of acquisitions and dispositions.

I would also like to welcome Lori Manzo, one of our senior leasing executives, to the kitchen cabinet and congratulate her on her promotion to be our new head of leasing, effective when Nancy becomes COO in January of 2015.

On that note, I would be remiss if I didn’t take a moment on the occasion of her promotion to acknowledge Nancy and her extraordinary contributions in helping to drive the success of the new Cedar, which in turn has led to her well-deserved promotion to COO.

As head of leasing, Nancy has proven to be an exemplary leader and manager, and we are excited for both her and our company as she gears up to take on greater responsibility.

Last, but certainly not least, since this will be the last earnings call on which she will be participating, I would like to sincerely thank Brenda for everything she has done for this company during her distinguished 30-year career with us. Brenda, we will miss you very much, and wish you well as you transition into retirement.

As Phil and Nancy will discuss in greater detail in their remarks, the third quarter was another solid one from both a financial performance and leasing perspective. We tightened the low end of guidance and continued making improvements on the balance sheet front.

Furthermore, we checked all the boxes from a leasing perspective in terms of occupancy, volume, and cash spreads.

One facet of our performance that is not reflected in our quarter results, but is something which I expect will be a source of long term earnings growth and stability, is the ongoing capital recycling program we are aggressively executing.

During this past year, we have continued upgrading our portfolio in the direction of our top two quartiles by selling assets in the bottom two quartiles and using the proceeds to acquire better assets. As we have previously disclosed, the cap rate spread between what we are selling and what we are buying is roughly 150 to 200 basis points.

Obviously, over the long term, we believe this company will perform better by virtue of owning these higher quality assets, divesting our lower quality assets, and reducing leverage. As I have discussed on prior earnings calls, we evaluate our portfolio statistically and divide it into quartiles based on those statistics.

Over most measurement periods, we have found that on a back-tested basis, the centers in our top two quartiles grow more consistently and are more resilient. When taken in the aggregate, these centers have the characteristics found in the portfolios of many of the more prominent shopping center REITs.

Specifically, the centers in the top two quartiles have meaningfully higher average base rents, well in excess of $15 per square foot, and superior demographics, exceeding 100,000 people on average within a three-mile radius. Notably, the assets in our top two quartiles, when taken in the aggregate, represent almost 80% of the value of the company.

Accordingly, as we continue to execute on our capital recycling plan, I would expect our entire portfolio to reflect more of these characteristics.

Before handing it over to Nancy, I would just comment that although not an explicit part of our five-part plan, we are very mindful of how all this activity impacts our NAV and ultimately translates into share price performance. In our corporate presentation, we have a page that provides the building blocks of our NAV.

Hopefully, as we continue providing the market with greater transparency into what our assets are worth through our capital recycling transaction activity, it will translate into the appropriate cap rate being applied to our shares. With that, I give you Nancy for a recap of our operating performance in the third quarter. .

Thank you, Bruce. Leasing results for the quarter evidence a measured approach to fulfilling the company’s long term strategic plan. We signed 41 new and renewal leases, representing 187,800 square feet in the third quarter. What’s particularly compelling is the fact that the average rents were $17.83 per square foot for these leases.

Further, new comparable leasing alone produced rents of $25.02 per square foot, double the average base rent within the portfolio. The combination of the team’s focus on tenant mix with an emphasis on service and restaurant uses, supplemented by a disciplined approach to use of capital, has made all the difference in producing quality results.

While we are encouraged by the growth in this sector, we are continually ascertaining retail expansion plans through orchestrated portfolio reviews. This contributed to a nice pop of 50 basis points in physical occupancy, and it is worth noting, physical occupancy is now 92.7%.

Renewal activity was on track at 8.9% cash spreads and 161,000 square feet. While we are pleased with the results, we would like to point out that we are willing, and would likely allow certain leases to expire, realizing short term vacancy, in order to fully capture the value of these replacement leases.

Originally, there were approximately 1.3 million square feet scheduled to expire in 2014. At the close of the third quarter, adjusting for disposition, we renewed just over 1.1 million square feet. Importantly, we achieved 9.4% cash spreads for the square footage renewed. This spread represents incremental cash revenue of approximately $882,000.

I would be remiss if I did not mention progress to date with 2015 renewals. Originally, there were approximately 1.3 million square feet scheduled to expire in 2015. Also adjusting for disposition, approximately 35% has been successfully renewed.

These results are the product of the leasing team’s focus on long term value creation at our centers by executing deals with annual escalators to ensure steady NOI growth and enhancing tenant mix to drive sales and upgrade cred quality.

As we continue to identify and explore select future redevelopment opportunities, execution of existing redevelopment projects continues. For example, Walmart Neighborhood Market opened just last week in Kempsville Crossing in Virginia Beach, with a filled-to-capacity parking field.

We are continuing efforts to upgrade small shop tenancies at Kempsville while effectively renewing select tenants at strong renewal rates. Moreover, we expect to deliver a Michaels store this year, at Brickyard Plaza, and a multitenant outparcel building next spring in Trexlertown, Pennsylvania, of which approximately 50% of the GLA is preleased.

We are also actively exploring another multitenant outparcel building at Upland Square in Pottstown, Pennsylvania. All of these projects are expected to produce double digit returns on capital invested. Before I hand the call over to Phil, I would like to take a moment to expand on Bruce’s comments about Lori Manzo, Cedar’s new head of leasing.

Lori has worked in the leasing department at Cedar for eight years. She has, and continues to embody, all of the qualities of an excellent leasing professional, negotiator, and leader.

In addition, she has proven to be an exceptional representative for Cedar within the tenant community and has set a high bar for excellence within the leasing department, and more broadly, within Team Cedar. I know I speak for the entire leasing team when I say we are very excited for Lori and her future growth at Cedar.

As I move into even a larger role within Cedar, I am confident we will continue to make meaningful improvements on both the leasing and operational front. In closing, our team is aligned and focused on achieving solid results within the framework of the company’s long term plan now and in the future. With that, I give you Phil. .

Thanks, Nancy, and good evening, everyone. On this call, I will highlight our operating results and provide an update on our balance sheet and 2014 FFO guidance, along with some additional thoughts on 2015.

Starting with operating results, operating FFO was $10.8 million or $0.14 per diluted share for the quarter, compared to $9.5 million or $0.13 for the same period last year. For the quarter, our same property NOI increased 1.9%, including redevelopment properties, and 1.2% excluding them.

The growth including redevelopment properties was driven by leasing at Colonial Commons and Trexlertown Plaza. With regard to our balance sheet, we ended the quarter with almost $170 million available under our revolving credit facility and net debt to EBITDA of 7.4x.

this is the lowest debt to EBITDA we have reported at the end of a quarter since Bruce and I joined Cedar a little more than three years ago. As you may recall, at that time, debt to EBITDA was greater than 9x, and we made a commitment to strengthen the balance sheet.

We are pleased with our progress thus far, and we will continue to focus on this measure. Moving to guidance, we are raising the low end of our full year 2014 operating FFO guidance to an updated range of $0.53 to $0.54 per diluted share.

Please note that as part of our 2014 capital recycling efforts, we have now completed approximately $80 million of dispositions through Q3 and anticipate about $100 million of dispositions for the full year.

Notably, almost half of the $100 million of dispositions will be completed in the last two quarters of 2014, and while not having a full impact on this quarter’s FFO, these dispositions will have more of an impact on our fourth quarter FFO and going forward into 2015.

Continuing with the topic of FFO for 2015, consistent with prior years, we will provide initial FFO guidance for 2015 on our fourth quarter earnings call. However, as there are certain items impacting 2015 that are outgrowths of our long term plan, I thought it would be beneficial to discuss them on this call.

First, in 2015, we will continue our capital recycling efforts aimed at upgrading our portfolio. Again, dispositions will continue to be culled from our lower quartile assets, and acquisitions will have characteristics similar to our upper quartile assets.

Consequently, this process will cause a temporary reduction in property NOI as cap rates for the acquisitions will be lower than the dispositions. We simply believe that long term growth and value-added opportunities are greater with high-quality assets such as those that comprise the top half of our portfolio.

Second, we will continue our efforts to maximize the benefits from our expiring leases. We originally had about one third of our GLA rolling over the three-year period from 2014 through 2016. Our goal here is to maximize the long term value creation available from this releasing opportunity and not just settle for a short term earnings list.

Accordingly, as Nancy stated, we are willing to accept some temporary vacancy as leases expire in order to fully capture this value. Third, in connection with our COO transition, we are adding two to three additional hires, primarily to enhance our asset management function. This will cause our 2015 G&A to grow more than usual.

However, it’s important to note at Cedar we view payroll the same as any other capital decision. We are making this human capital investment because we fully expect the resulting enhanced management of our assets to provide an attractive return over the long term. With that, thank you for indulging my early detour into 2015.

I hope at a minimum, this discussion did provide some insights on how we plan and operate with our long term view. I will now open the call for questions. .

[Operator instructions.] Our first question is from the line of Paul Morgan with MLB. .

Talking about acquisitions and dispositions, you continue to plug away at the noncore sales, more this quarter, and a few more added to the pipeline in your sub. How are you looking at sources and uses with respect to acquisitions? You’ve talked in the past about how the acquisitions are going to kind of be paired up with the dispositions.

It’s been relatively quiet since Quartermaster.

Is there stuff percolating as well on the buy side? And if not, will that rein in the pace of dispositions at all?.

Broadly speaking, when we think about our capital recycling, your characterization is correct. We are selling assets as we identify acquisitions and so in terms of the order of operations, it will generally be an acquisition followed by divestitures to pay for that acquisition.

In terms of the acquisition pipeline, and therefore how we see further dispositions coming along, we are reasonably close on another deal that hasn’t yet been finalized, and so we haven’t announced it. We have a really stout pipeline of opportunities that we’ve identified, largely off market, actually, all in our footprint.

Very attractive assets that we’re excited about underwriting. I could tell you, without a doubt, most of them will not result in acquisitions, just because of our fine filter that we take to acquisition candidates.

But again, I think that the pace of acquisitions that we had last year, when you take Quartermaster plus one more deal, let’s say, that realistically probably won’t close this year, but we’ve sort of soft circled. I think that we’ll probably see a similar magnitude of deals next year. And again, it will be acquisitions followed by divestitures..

You mentioned 35% of the 2015 lease expirations have been renewed to date.

Are the spreads on those transactions kind of consistent with sort of the plus 9% that you’ve been posing over the past few quarters?.

I think that’s right. I think at this point, again, we’re looking October at where we are in 2015, and I’d say the split is probably 80-20, 80% of the completed transactions are options that were exercised, and the 20% are straight renewals. When we look at those numbers, they’re very consistent with what we’ve done thus far..

And the lease rate and the occupancy rates moved in different directions a little bit in the quarter. Occupancy ticked up and the lease rate ticked down a little bit. Is there anything I should read into that, and how that might flow into the run rate for your same-store NOI growth..

The reason the lease moved the way it did is we put two properties in held for sale this quarter, Liberty and Circle. One’s 98% occupied and leased and the other’s 100% occupied and leased. So that was more just a function of those coming out than anything in the core portfolio..

Our next question comes from the line of RJ Milligan with Raymond James. .

Just a couple of questions, Phil, on your comments about 2015.

Do you have an estimate as to where you think the spread would be in terms of acquisitions versus dispositions?.

From a cap rate perspective? I think I had mentioned 150 to 200 basis points..

And then what are you guys thinking in terms of disposition volume for next year?.

Well, some of it, again, will depend on our success in sourcing and closing on acquisitions. So I’d be reluctant to go too far out on a limb on that, but I would say, just based on the answer that I gave to Paul before, it probably, order of magnitude similar to what we did this year.

So I think I would be disappointed if we weren’t able to get $100 million done again. But I wouldn’t be surprised if it was a little bit smaller than that.

Again, it really depends on our success in sourcing deals, getting them underwritten to a point where we’re comfortable with them, and then obviously finalizing contracts and closing, all within the calendar year. So that could cut either way. .

Our next question comes from the line of Nathan Isbee with Stifel. .

You talked about stratifying your portfolio. I’m just curious if you could give us a little bit of a sense of how same-store NOI this quarter, maybe last quarter, broke out amongst the different groups of assets in your portfolio..

Generally, our top two quartiles are about 75% of NOI growth, when we look at it historically, 2% to 3%. The bottom two, which is only 25% NOI, is zero to 1%, a little emphasis on the zero. So when you put those together, that’s kind of our current run rate of 1% to 2%, and as we continue to recycle, you should see that grow..

So until you recycle, is this basically what we should expect?.

One to two, and then as we continue to recycle, you’ll see continual gradual improvement in that..

And then just on those vacant anchors, any more visibility in terms of signing some additional leases there?.

We’re working it, Nate. We’re not ready to announce, although I can assure you that we’re actively working. In fact, we have a weekly meeting for a particular group of assets, and that speaks to, I guess, the momentum that’s occurring within those assets, that relates to that dark anchor replacement..

Any sense on timing there?.

I think it’s probably too soon to tell at this point. We’ll definitely make sure that it’s part of our remarks at the appropriate time, but I think at this point, we’re not ready to state anything. .

And are you seeing slippage in those assets in terms of the small shops at this point? Are people holding on?.

You know, interestingly enough, I’ll use West Bridgewater, Massachusetts, as an example. We were fortunate enough that we were able to renew a significant number of tenants within that portfolio prior to Shaw’s closing. And a lot of those renewals happened to be five to ten year renewals.

So we haven’t really seen much by way of slippage with that particular asset. Maybe one space or so, but not anything that’s significant..

And in discussions with the tenants there, are they sorry they just signed the renewals, are they telling you their sales are reasonably healthy there?.

I mean, keep in mind that Shaw’s closed the store in this particular example because the sales were not particularly strong. So, I mean, even though it’s a loss of traffic, it wasn’t necessarily something that caused them to stay and renew. I think many of those tenants are service-oriented tenants.

You know, bank, service oriented tenants, laundromats, this sort of thing. I think it’s just the convenience of coming to a particular location. Granted, could it be better if there was an anchor open? Of course. But I think that we haven’t seen them complaining in an extremely detrimental way to us to say that they’re concerned that they renewed. .

On these assets that you sign an anchor and you say, okay, these are on the for sale list at that point? Or do you think these assets are keepers?.

That’s a good question. It really depends on the asset. On the whole, I would characterize us thinking about the ones that we’re reasonably close on or that we’re making headway on, and I’d say they’re generally keepers..

Our next question comes from the line of Todd Thomas with KeyBanc. .

Question for Phil. As we think about 2015 a bit more, you have a little more than $100 million of debt maturing and a line balance of about $80 million.

How should we think about that next year? Should we think about this year’s term loan as a model? So the $150 million you did with the delayed draws, is that something that would sort of be a preferred way to go about refinancing that?.

the term loan similar to last year. It’s probably top of the list. We could also try to tap the private placement market. And third, now that we’ve unencumbered a lot of assets, we could go pick two of our larger assets and do two mortgages on those that would more than cover all ten mortgages maturing. But we try to unencumber our portfolio.

We’ll probably stay away from that. So if you’re thinking about ’15, I’d lean to something similar to what we did last year. And the only thing I would note is if you look at the maturities, a lot of those are pretty late in the year. So it won’t have a huge impact on this year. It would be more of an impact to ’16..

And then just given the relatively small size of the portfolio, I was just curious, were there any larger or meaningful anchor leases that commenced during the quarter, where there was no full quarter of income that shows up in the statements. You mentioned Colonial Commons or Trexlertown, where there’s some redevelopment ongoing.

Or any other centers?.

I can’t think of any large anchors commenced. We talked about Walmart, but that was October. .

If you’re doing like a cash NOI, the Walmart’s not in yet. They have a short free rent period here. So if you’re just picking up our NOI, it would not reflect the Walmart lease, even though they’ve been in for the full quarter..

When does the cash rent commence for that Walmart?.

October 19. .

Our next question comes from the line of Craig Kucera with Wunderlich Securities. .

I saw your diluted share count dropped a bit. It looks like it’s predominantly on an OP unit side.

Is that just a function of some of the dispositions you guys have been able to execute?.

No, we have a few guys who hold the OP units. There’s not a lot out there, and one of them presented a few for redemption, so we just redeemed them for cash..

But you’re not buying stock in the market.

That’s just all the OP unit side for redemptions?.

That was just a few OP units that got tendered to us..

And then secondarily, how are you thinking about your redevelopment opportunities and sort of spend? Are we still thinking maybe in the $5 million plus or minus per quarter?.

That’s right. So what I would guide you to broadly, our two types of capital redevelopment spending. So one is this $5 million a quarter or call it $20 million a year, which generally what you might, to use baseball parlance, we call singles and doubles.

In addition to that, we are actively pursuing a number of more substantial redevelopments that, again, would exceed that $20 mark. But as with all redevelopment, there are any number of things that could cause them never to actually happen, and so until they come together, we’re not going to speak too much about them..

There appear to be no further questions at this time. I’d like to turn the floor back over to management for closing comments..

Thank you everyone, for joining us this evening. We look forward to seeing you next week at [unintelligible]..