Greetings and welcome to the Cedar Realty Trust First Quarter 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Nicholas Partenza. Please go ahead.

Good evening and thank you for joining us for the first quarter 2018 Cedar Realty Trust earnings conference call. Participating in today's call will be Bruce Schanzer, Chief Executive Officer; Robin Zeigler, Chief Operating Officer; and Philip Mays, Chief Financial Officer. 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. These statements are subject to numerous risks and uncertainties, including those disclosed in the company's most recent Form 10-K for the year ended 2017, as may be updated or supplemented by our subsequently filed quarterly reports on Form 10-Q and other periodic filings with the SEC. As a reminder, the forward-looking statements speak only as of the date of this call, May 3, 2018, 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 and supplemental financial information posted on its web site for reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures. With that, I will now turn the call over to Bruce Schanzer.

Thanks Nick and welcome to the first quarter 2018 earnings conference call for Cedar Realty Trust. As always, I am joined this evening by my senior executive colleagues, who I refer to as Cedar's Kitchen Cabinet. In addition, the balance of team Cedar is dialed into the call or participating online. Before jumping into my prepared remarks, I would like to take a moment to thank all of team Cedar for their help in strengthening our culture of collaboration and collegiality, as well as their commitment to everyday excellence. Beyond team Cedar, I would like to also recognize our Board of Directors for their leadership by example, and setting a tone in overseeing the company that reinforces these very values. On the topic of the board, it is fitting to take a moment to acknowledge Paul Kirk, who, as was previously disclosed, advised us of his intent to retire from the board, effective as of this year's annual meeting, which occurred yesterday. It has been an honor to have Senator Kirk as a board member. The Senator is the rare example of a truly great American. He was the Chair of the Democratic National Committee, one of the organizers of the modern day presidential debates, and a United States senator for Massachusetts. His association with Cedar has been a source of pride for all of us, and we will miss him very much. While we will never be able to replace him, the search for his successor is well underway, and I look forward to announcing our new director in the coming weeks. Although Robin and Phil will spend time on our leasing, redevelopments and finances, I just wanted to take a moment to highlight a few items. First, leasing volumes this quarter were the highest since I have been…

Thanks Bruce. Good evening. Our central mission has been and continues to be value creation for our shareholders. We have been methodically and steadily working towards that goal, through a combination of thoughtful leasing, employing a disciplined operational strategy, and aggressively advancing both our large scale and smaller scale value add redevelopment projects. On the leasing front, we had a strong leasing volume this quarter, with 48 leases executed, totaling 578,700 square feet, of which 10 were new deals comprising 46,900 square feet. The average new lease spread was 3%, with an ABR of $14.22 per square foot, excluding one 2,000 square foot cell phone tenant at Oakland mills, that was leased in a difficult space with a challenging configuration. More generally, during my tenure, we have been highly focused on cultivating stability, by reducing turnover and net frictional costs associated with it. Rather, our focus has been to keep our strong tenants in place, as a stable core off of which to grow occupancy and drive positive rent spreads. Accordingly, under Tim's leadership, the leasing team has emphasized maintaining current occupancy, by reducing the number of tenants that simply returned possession at the end of their term, rather than renew. This quarter's result is a good example of those efforts, with 38 executed renewals, totaling 531,800 square feet. Beyond the five anchor renewals Bruce referenced in his comments, there were 33 renewals for both small shop and anchor tenants executed, totaling 228,700 square feet. The renewal lease spread for those 33 deals was 3.5%, with an average ABR of $15.59 per square foot. The other five anchors were executed at a flat or reduced rents, in order to assure their continued tenancy, and with it, the vitality of their respective centers. These renewals were key anchor tenants in the…

Thanks Robin. I am going to add just a few brief highlights to Bruce and Robin's remarks before opening the call to questions. Starting with operating results; for the quarter, operating FFO was $11.9 million or $0.13 per share, and same property NOI, when compared to the comparable period in 2017 was flat. Both of these figures were in line with our expectations, and full year 2018 guidance discussed in our last earnings call. During the quarter, as Bruce discussed, we classified Carll's Corner and West Bridgewater Plaza as held for sale. In connection with this, we recorded an impairment of $21 million. Notably, once we began moving forward with the marketing of West Bridgewater Plaza, we negotiated and accepted, just after the end of the quarter, a $4.3 million termination payment from the dark anchor that had occupied 55,000 square feet or slightly more than 40% of the property. Clearing out this dark anchor, shall reduce the marketing, negotiating, and closing time, required to complete the sale of the property. Further, we believe that the termination payment received, along with the now anticipated sales proceed, will be very similar to the standalone sales proceeds we would have received at the property we sold with the dark anchor still in place. Finally, the termination of this dark anchor will have a positive earnings impact of $4.7 million or $0.05 per share, consisting of the $4.3 million cash payment received, along with GAAP accounting adjustments for accelerated below market lease amortization and straight line rent, offset by the foregone rental payments for the remainder of 2018. Moving to the balance sheet; we ended the quarter, with $100 million of availability under our revolving credit facility, and debt-to-EBITDA of 7.9 times. Our debt-to-EBITDA is slightly elevated from the end of 2017. As we previously discussed, this is the result of utilizing the proceeds from the sale of 2 million shares of our 6.5% Series C Preferred Stock in mid December of 2017 to temporarily reduce the outstanding balance on our revolving credit facility, until we could complete the redemption of an equivalent number of shares, our 7.25% Series B preferred stock in January of 2018, after giving the requisite 30-day notice period. One last balance sheet note and reminder, we are in an enviable position of having no debt maturities, until 2021. And now with regards to guidance; we are updating our full year 2018 guidance to an operating FFO range of $0.58 to $0.60 per share. This is essentially reaffirming our initial 2018 operating FFO guidance adjusted for the favorable $0.05 per share impact, resulting from the termination of the dark anchor at West Bridgewater Plaza. With that, I will open the call to questions.

[Operator Instructions]. Our first question comes from the line of R.J. Milligan with Robert W. Baird. Please proceed with your question.

Hey, good evening guys. My first question is for Robin; curious, obviously I think it makes sense, given the environment out there today to sign some of these anchored deals. Just curious, what does the anchor lease roll look like for the rest of the year in 2019, and do you anticipate doing more of these types of deals, where you might take a slightly lower rent to lock in a longer lease term for a healthy tenant?

Sure. So as we have talked about before, we are proactively going after our anchored tenants, that roll, and as we look out, we don't have any others that we are anticipating rent reduction, as we see the horizon today. That being said, given the current climate, I never say never, but based on the purview that we see as we look at it, at our current lease roll that's out there for the rest of 2018 and 2019 and the conversations that we are having currently, I think we have taken the biggest brunt of it already.

Okay. Thanks. And my second question is for Phil; can you allocate, between the $21.4 million, where the impairments were between Carll's Corner and the Bridgewater asset?

Yeah, it's almost exactly equal, R.J. I think there is like $10 million on one, $11 million on the other. So spread pretty evenly between the two.

Okay. Thanks. And then my final question is on guidance; so the $0.05 increase is purely just from the lease term income expected?

Yes. So you take our original guidance in that $0.05, the high and low, you will get our current guidance that's out there.

Perfect. That's it for me guys. Thanks.

Thank you.

Thanks R.J.

Our next question comes from the line of Todd Thomas with KeyBanc Capital Markets. Please proceed with your question.

Hi. Good afternoon. First question, just on Bon-Tons, the two backfills there. First, how much do you expect to spend to retenant those two boxes? And then also, sorry if I missed this, but what's the timing to have the GLA occupied there and rent paying?

Sure. So as I mentioned in the prepared remarks, for the Trexler town box, we are looking at taking that 62,000 box and splitting it between two tenants. We do expect to have a fairly positive rent spread there, and then, the capital outlay to get that done between landlord work and TI, will probably in the $3 million to $4 million range, between both landlord working and TI. But as I said, we are expecting a rent spread there, looking at almost 40% to 50% range, because we had a pretty low rent there from the previous Bon-Ton box. And then at DuBois, we had a higher existing rent from Bon-Ton, so not expecting a positive lease spread there, and a little lighter on the capital. So that deal won't be quite as attractive, but we do have a tenant that we are looking at, that will take the entire 55,000 square foot box. And we are expecting rent starts on both to be late 2019.

Okay. And then, on the new lease deals, so the comparable new lease deals that were signed in the quarter; just curious looking forward; I know it’s a small sample, but wondering, based on what's in the pipeline we should expect to see, the economics there improve a little bit, throughout the balance of the year?

I mean, as we go -- as these deals happen, depending on the market it is, who the tenant is, what leverage we have, some will be positive, some will be negative, some will be flat. But as I have mentioned in previous calls, one of the things that we do try to do in all of our new deals and even in the renewals, is try to get annual rent bumps of 2% to 3%, so that we have that contractual rent bump coming through there, in all of our leases to have that contractual rent growth coming through there. So we do have that. And so, I would expect to see somewhere in upwards of 3% as a baseline, and then from there, it honestly just depends on what shopping center you are dealing with, who the tenant is and what the situation is, and so it really does vary quarter-to-quarter depending on which deals we did that quarter, and which pool of leases you are looking at, as we present it from quarter-to-quarter.

Okay. That's helpful. And then, regarding the sale of Carll's Corner in the West Bridgewater Plaza transactions here. I mean, can you provide an update on the timing to dispose off those two assets, and you provided a little bit of detail around, I guess, the expected proceeds for West Bridgewater Plaza. Can you talk a little bit about the range of proceeds that you expect from Carll's Corner? And also how should we think about redeploying proceeds here?

This is going to be on a per pound basis. That is both, not significantly occupied centers and in terms of timing, call it four or five months to get them done. So between the two deals, we might end up with $10 million or $12 million at most. And so I would imagine, and that's inclusive of the termination fee. And so, I would say that, we are just going to kind of use it for regular corporate purposes.

Okay. And just lastly, at Carll's Corner, so the grocer that you are in advanced negotiations with, were they relocating from another store in the market, so now they will stay in that store? Was this a new store for them? And how far from getting a deal done, where the economics I guess, the rent leasing costs and -- versus the sale price here? How far of a delta was there really?

Well some of what you are asking, probably, isn't necessarily illustrative of anything. But, just to give you a feel for the deal dynamics and our thought process. So we were effectively at just about the finish line with these folks, in terms of doing a deal. So this wasn't the kind of thing, where it was highly speculative or theoretical, we were pretty much down to the very-very final details. The challenge with Carll's Corner, is the market is such, that even after installing this terrific anchored tenant, we weren't going to get to the kind of cap rate nor be able to drive the kind of rental activity that would justify the very aggressive capital expectations that this tenant had. And so, where we were ending up, is that we weren't able to achieve a meaningful spread to our cost of capital. So essentially, we were going to invest capital and not have created meaningful value at the center. And as a company that has articulated ambitious plans for what we plan to do with our capital, for which we expect to get very meaningful returns, we try to be pretty thoughtful about how we spend our money, and to put out meaningful capital, without generating an attractive return, just didn't seem like a good -- as I described, it would [indiscernible] financial capital or our human capital for that matter.

Okay. Thank you.

Our next question comes from the line of Collin Mings with Raymond James. Please proceed with your question.

Hey. Good evening all.

Hi Collin.

First Phil, just to clarify going back to the anchor lease during the quarter. Just overall, do you still expect the drag on NOI from net reductions this year, somewhere in that $750,000 range, or has that changed at all?

Yeah. So out of that, that $750,000 did include a little bit, should more happen. But what we anticipated on the five that were done, came right in, and that is substantially just a little lighter than $750,000, but close to it. And as far as the quarterly drag, most of it is hit, not quite all of it, but most of it is hit already.

Okay. All right. So there is a little bit more cushion in there, in case something else pops up. But pretty much, what is going to hit is, from a modeling standpoint, should be in there?

Yes.

Okay. And then just kind of maybe along the lines, from a modeling standpoint, and making through same store NOI. Obviously flat here in 1Q, but just any guidance you can give us, just how do you think about that trajectory over the balance of the year, just given the size of the portfolio that can move around a little bit?

Yeah. So our same store NOI is $20 million a quarter, so $200,000 bounces it up 1% or down 1%. It generally will be pretty flat each quarter, maybe slightly positive, slightly negative, but close to flat each quarter and close to flat for the year, maybe ramping up a little bit better towards the end of the year.

Okay. All right. That's helpful. And then stepping back to the February call, you had indicated, Bruce, that you'd raise kind of the cap rate you apply to your internal NAV. Now three months later, have you seen any need, based on what you are seeing in the market, to kind of ratchet that up any further? Or is -- when you characterize this as kind of more stable at this point?

I would say that it's pretty consistent with how I described it in February. As you know from listening to all of our calls and spending a lot of time with us Collin, we very carefully track the deal activity in our markets. So just to give you a feel, since, call it December of last year, we have seen about 25 deals, that broadly speaking, we would call comps in our market. And it's pretty clear that there is no fire sale going on right now. There is still very strong demand for grocery anchored shopping centers, and more broadly, with certain limited exceptions, demand for retail has held up reasonably well, and a lot of this is a function of the continued supportiveness of the conduit market. So there still is financing available to buyers for most of the retail assets that are trading. That said, as I mentioned in February, there clearly has been some softening in the market, but we are literally talking about basis points truly. So the highest quality shopping centers that we are tracking and great example is, Regency just bought an asset in Dobbs Ferry, New York, and that was a sub-5% cap rate deal. We have been tracking that for a while. And so, we are hoping that we'd see some widening in the cap rates. But in fact, the pricing held up for solid quality assets with grocers, we have seen a little bit of slippage. But again, we are talking about 15 to maybe 20 basis points in terms of observable cap rates, relative to where things were. And when you look at our bottom quartile assets, as I described in February, it's pretty much held steady at a widening, call it 25 to may be 50 basis points. And so pricing is still pretty solid. Certainly, we are not seeing things, price, as aggressively as we had been, call it over the last two years. But it had gotten to a point, where we are panicky or where we are terribly concerned about pricing, but more we are just observing that. This seems to be more of an equilibrium and a bout between buyers and sellers right now.

Okay. And just appreciate the detail there Bruce, and then just one last one for me, just on the -- thinking about strategic, obviously, a lot of focus on the redevelopment front on some of the opportunities in the portfolio. Just as you think about the continued upward pressure on construction costs, labor and some of the raw materials, just has that caused you now to tweak or amend any of your plans or maybe how you are approaching certain projects in the pipeline or is that not really a consideration?

Obviously, we have spent a lot of time dealing with construction and pricing and staying in tune with what's going on there. Generally speaking, we think that, there could potentially be 3% to 4% of inflation due to labor and certain material costs, inflation, and things of that nature. But we factor that into our pricing on our redevelopment. And so, we are fairly comfortable with what's going on there. We also think, that the timing of when our project hits the market, going into 2019, that there could be some softening in the market, relative to that timing, just based on -- in talking to other folks and what's going on in the construction market. So based on those factors, we are pretty comfortable with what's going on in the market, and how we have priced our projects accordingly.

Okay. I appreciate it. Thanks.

Pleasure.

[Operator Instructions]. Our next question comes from the line of Floris van Dijkum with Boenning and Scattergood. Please proceed with your question.

Hey, good afternoon guys.

Hi Floris.

Question for you guys; as you look and you sort of indicate there is may be a little bit of softening or widening of cap rates for the bottom quartile, and as you look at potential capital requirements for some of your redevelopments going forward, does that make you want to sell some of those lower quartile assets quicker, before cap rates potentially widen further, in order for you to be able to fund the -- your pipeline on a leverage neutral basis?

Of course I will Floris. That's a terrific question. So thank you for asking it. It's of course, something that we think about. It's one of the reasons that we so carefully monitor cap rates. As you appreciate the lower quartile assets that we will be selling, or fairly yield the assets, and so they kick off a substantial amount of net operating income. And in a similar vein, the widening of the cap rates for these high cap rate assets, don't dramatically change their value; because of that thought process, so on the one hand, these assets generate a fair amount of annual cash flow, and because they are relatively high cap rate assets already, even with cap rates widening, we are not seeing a meaningful erosion in value, it continues to make sense for us to hold on to these assets, to benefit from the cash flow they generate, and to only sell them, when we need the capital. Now that said, if there was some strategic -- larger strategic benefit to doing portfolio transaction, we might do it. But we wouldn't sell these assets as a large portfolio, before meeting the capital out of the concern, that cap rates are widening based on the information that we had in front of us today. So my only qualifier, is that if, for some reason, we see cap rates really falling out of bed and widening to a point, where our premise is off, in other words, where the cash flow that these assets generate, doesn't offset the slight value erosion that we are seeing with cap rates widening, we might change our opinion. But right now, considering the facts on the ground, we think the best strategy is to hold on to these assets, until we need the capital.

And as a related question, I mean, if -- and I guess, it depends a little bit on your view, what's going to happen in the market and cap rates going forward. But if your balance sheet is more leveraged than some of your peers and cap rates do go up, theoretically, wouldn't that impact your net asset value more than and wouldn't you want to look to address that potentially or you don't think that rates will continue to go up and the cap rates will go up. I am not -- I don't know. I guess it depends on your view in the market.

You are of course correct. As an absolute statement, Floris, that because we are more levered than a lot of the other companies, that if cap rates were to go up, it would have a disproportionate impact on our NAV, and we are of course mindful of that. And the way we think about our cost of debt [ph] really works its way into our analytics on two fronts. So first of all, we of course have a corporate forecast model and we incorporate the forward yield curve or the forward LIBOR curve I should say, into our interest rate projections, and of course, the forward curve, as it always has been, is upwards sloping, and that suggests that interest rates are going to go up. And so, in terms of our earnings forecast, we assume interest rates are going up. As participants in the markets beyond that, when we think about, for example, our weighted average cost of capital, we assume that interest rates are going up. So we take our in place cost of debt, and we add roughly 75 to 100 basis points, that when we think about our weighted average cost of capital. But all of that said, the impact that rates might have on our cap rate, and the fact that we have more leverage, what it might do to our net asset value, are all just considerations that we weight in thinking about our capital allocation alternatives. And so it's not something that would cause us to change, what we are doing dramatically, but rather it's just another factor, as we think about how to invest that dollar -- that next dollar if you will, of capital that we have to invest.

I guess, and then, the one tool that you can't use that you don't have at your disposal. But that some of your peers obviously are utilizing, which is share buybacks. Presumably, you believe your shares are undervalued, but there is not -- you don't have the flexibility at this point to do much about that? Is that the right way to think about that?

I would say that the -- our thoughts around share buyback are probably very similar to how our peers think about it. So we do think about share buyback as a tool in our toolbox, so to speak. But it's just a tool in our toolbox. What we are trying to do when we invest a dollar of capital, is we are trying to maximize the return, and so we have measured the return opportunities that are presented by various capital alternatives, and certainly that's one of them that we weigh. What you are referring to when you say that we can't do it as readily as others, is of course, that considering our leverage and considering more significantly, a relatively small size, there are other things that get factored in, when thinking about share buybacks. And we do think about all those things, as we evaluate share buyback as an alternative.

Thanks Bruce.

You got it. Thank you, Floris.

Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to Bruce Schanzer, Chief Executive Officer, for closing remarks.

Thank you for joining us this evening. We appreciate your continued interest in Cedar and look forward to seeing many of you at the upcoming ICSE and NAREIT conferences.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.