Welcome to the Third Quarter 2016 Cedar Realty Trust Earnings Conference Call. As a reminder, this conference is being recorded. At this time, all lines have been placed on a muted line. We will conduct a question-and-answer session following the formal presentation. I will now turn the call over to Nicholas Partenza. Please proceed, sir.

Good evening, and thank you for joining us for the third quarter 2016 Cedar Realty Trust earnings conference call. Participating in today’s call will be Bruce Schanzer, Chief Executive Officer; Robin Ziegler, 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 2015, as updated 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, November 3, 2016, 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 website for reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures. With that, I’ll now turn the call over to Bruce Schanzer.

Thanks, Nick. Good evening, and welcome to the third quarter 2016 earnings call of Cedar Realty Trust. This call marks the fifth anniversary of the new Cedar, which was rolled out on our third quarter 2011 earnings call. Since that call, we are one of the best performing shopping center REITs as measured by total shareholder return. Credit for this remarkable five year track record goes to my senior executive colleagues, collectively referred to as the kitchen cabinet, our dedicated and supportive directors, as well as the balance of team Cedar, all of whom tirelessly do their work with collegiality, collaboration and everyday excellence. I sincerely thank you all. Before I hand the call over to Robin who will dig further into our leasing and operations and then to Phil who will discuss our financials, I want to spend a moment touching on each area and integrating this discussing this discussion into a little more detail on our strategy going forward. However, before doing so, let’s look back for a second. The essential change we brought to Cedar in 2011 was to focus exclusively on grocery anchored shopping centers straddling the DC to Boston corridor. This focus led to a dramatically improved portfolio and balance sheet through the divestiture of nearly 80 assets, the acquisition of a handful of centers and a reduction in leverage from the low nine times on a debt to EBITDA basis to where it stand today in the mid sixes, pro forma for yesterday’s divestiture of Upland Square and our recent forward equity offering. We have employed a selective acquisition strategy, buying centers that are generally in the highest density submarkets within our DC to Boston footprint. Notably at Cedar, we are focused on population density and less on income or education and migrating our…

Thanks Bruce. Good evening. As we position Cedar for the future, our redevelopment pipeline continues to build both in terms of deals currently in process as well as our shadow pipeline. Our redevelopment pipeline is largely focused on taking advantage of the changing demographic and gentrification trends in our many urban locations by transforming the merchandising mix and aesthetics of these centers to meet the demands of the evolving neighborhoods. In many of these projects, these redevelopments will result in the transformation of entire commercial districts such as at the relatively recently acquired East River Park in Washington DC and Quartermaster Plaza in Philadelphia. Our redevelopment opportunities are arising from grocer expansions or similar tenant driven repositionings that will allow our asset to experience continued revenue and sales growth by consolidating small shop space with better traffic driving junior anchors. I hope to be able to discuss these projects with greater specificity as they crystalize and expect that we’ll begin more detailed disclosure regarding our pipeline in the not too distant future. We continue making steady leasing progress. This quarter 5 major leases over 10,000 square feet each were executed at two of our four dark anchors including Key Food at Carman’s Shopping Center to replace a vacant Pathmark box and Big Lots at Webster Plaza, which along with a previously announced Planet Fitness, fills the balance of former Price Chopper box. The other two vacant anchors have executed LOIs and deals are currently in negotiation. A total of 223,000 square feet of new and renewal leases were executed in the third quarter, a 62% increase in lease execution production over the second quarter. Comparable new lease spreads totaled 13.7% and renewal spreads this quarter are around 8%. ABR is $13.43 per square foot for the full portfolio, a 3% increase over prior year. As of the end of third quarter, our lease occupancy percentage is 91.7%, a 50 basis point increase over last quarter. As we have implemented new strategies and realigned our leasing department, we continue on our detailed plan to increase occupancy year over year. From an overall operations perspective, year of to date 2016 same store NOI is up 1.3% year over year. This is as a result of relatively flat revenue due primarily to expected anchor vacancies and improvements in bad debts and property expenses. As we prepare for 2017, asset management has created strategic growth plans for each asset that would be executed in alignment with overall leasing and redevelopment goals. I will now turn the call over to Phil.

Thanks Robin, and good evening. We continue to take steps to improve the strength and flexibility of our balance sheet. On August 1, we completed a forward equity offering of 5.75 million common shares for net proceeds of approximately $44 million. To date, we have not settled any portion of this offering. However, it’s our intention to physically settle the offering in full prior to its expiration date of August 1, 2017. As is typical with the forward equity offering, the proceeds received at the time of physical settlement will be the $44 million plus any dividends paid prior to settlement and some administrative costs. Next, during the quarter we repaid $135 million of mortgage debt by drawing down the proceeds from our previously announced $100 million unsecured 7 year term loan and utilizing our revolver for the remainder. Again, the 7 year term loan bears interest at LIBOR plus a spread of 165 to 225 basis points, and we have entered into an interest rate swap that resulted in effective fixed rate of 3.2% based on this current leverage ratio. Further, subsequent to the end of the quarter, we divested Upland Square for $83 million, with the proceeds initially used to reduce the amount outstanding on our revolver. Now to highlight the full impact of these activities, let’s assume that proceeds from the forward equity offerings are also used to repay debt and consider the combined pro forma impact as follows. Leverage decreases as debt to EBITDA declines from 7.6 times to 6.6 times. Interest coverage improves from 3.6 times to about 4 times. Secured debt declines below 20% of total asset value. Our revolver effectively has zero outstanding. And we only have about $20 million of debt maturing through the end of 2018. To be clear, we didn’t…

[Operator instructions]. Our first question comes from Collin Mings with Raymond James. Please proceed with your question.

Good evening everyone. Bruce, just maybe to start off, just as far as the capital migration efforts and going back to the comments about hoping to redeploy proceeds on acquisitions. Just maybe update us on the acquisition pipeline. Do you have anything that you expect that might close before year end?

We’re working on a few things. I don’t know if we’re going to close on anything before year end. As I’ve described in the past, when it comes to off-market transactions, they don’t necessarily follow the kind of schedule that you see with fully marketed deals and so I couldn’t tell you. The one thing that I would highlight is and in addition to migrating our capital into these high density markets through new acquisitions, as we start rolling out our redevelopment pipeline, we’re going to be putting a fair amount of capital into these markets by redeveloping existing assets which offers pretty compelling value return opportunities. But in terms of your specific question of where we are in identifying new assets, we have a number identified. They’re a number that we’re pretty far along on and we’re optimistic that we’ll have more assets, more acquisitions to announce, but I can’t tell you that they’ll be done by the end of the year.

Okay. And then recognizing, going back to the comments that you guys will provide more detail on the redevelopment front going forward, but as you start thinking about the year ahead, could we see more capital actually going to redevelopment spending than acquisitions? Is that a possibility or you still think acquisitions will outpace redevelopment as far as capital spend?

I would say that in terms of next year realistically, it’s unlikely that you’ll see more capital going into the redevelopment than into the acquisition bucket just based on the timing of the redevelopments more than anything else. And although hopefully, we’ll be able to pull back the curtains, and at least one of them at some point next year, just in terms of getting the leases done and other agreements finalized, in terms of the capital spend, my suspicion is that probably won’t really pick up until we get into 2018. I’m looking at Robin here. Do you agree with that?

That is correct. Yes.

Okay. And then just one last one. Phil, this isn’t related to kind of the points you made as far as guidance. Can you just provide us some color for modeling purposes on how we should think about the amount and maybe the timing of that incremental NOI from the 2 anchor leases that have been executed?

Yes. So, we’ve got 2 other leases signed and a couple of other are under LOI. POP is probably going to be -- when we deliver these to the tenants, mid-2017 could be -- one of them could be late-17. As far as they actually -- so there won’t be much in 2017 related to those, maybe a little bit of straight line late in the year. But they will start paying cash rent, more mid and late …

2017 because it’s early.

2017. Yes. So they may be a little late 2017.

Okay. That’s helpful. And then Robin, just maybe as you think about as far as lease expirations come up in 2017, just comment a little bit more broadly as far as your expectations as far as renewal spreads and what just the environment out there as far as with tenants?

Sure. I would anticipate that our renewal spread would -- we would continue to see the same type of momentum we have now, and that will continue to grow. Our current spread is reduced by a couple of smaller tenants that had minor deductions. But generally speaking, I would think on the renewal spreads we’ll continue to see strong numbers and as a relief to remerchandising and repositioning some of the centers as we talked about, there may be some downtime in the interim as we move boxes out and put new boxes in. But we anticipate that we’ll be able to see some rent growth from that activity as well over the long term.

Okay. I’ll turn it over. Thanks.

Our next question comes from R. J. Milligan with Robert W. Baird. Please proceed with the question.

Hey. Good evening guys. I was wondering if you could give any color on the pricing on the Upland disposition.

Sure. I think Phil mentioned it was $83 million. Are you looking for something beyond that? And I’d mentioned that the cap rate based on our underwritten NOI was inside of the 7% cap rate.

Okay. Thank you.

Are you looking for something beyond that?

Thank you. No. That’s good. That’s good. I just missed it. Phil, you mentioned 2 potential drags on same store NOI next year. It was the new anchors that are coming in, but still receiving some free rent. What was the second one and can you quantify what you expect that drag to be on a same store basis?

So there was -- I put them in 2 buckets. One was the four anchors that vacated in late 2015. And because we do same-store on a cash basis, those spaces will get delivered in mid-2017 as I was saying earlier, but any cash rent that we receive will be very, very late in the year. So that same drag which is running close to 200 basis points will continue. And then we’ve got 2 other anchors which Bruce and I discussed. One, Ukrop’s which will be, we expect late 2017, and one in Carl’s corner, we expect late this year. That drag won’t be as quite as significant as the other 2 but it will create a little drag also. Q – R. J. Milligan - Robert W. Baird: Okay. Given those 2 drags, would you anticipate same-store NOI might go negative next year or do you think it’s just going to be slightly positive without trying to give guidance?

I do not expect it to go negative. Q – R. J. Milligan - Robert W. Baird: Okay. Thanks and-

Our pool -- R.J, just keep in mind the size of our pool. I’ve spoken about it in a few calls in the past. Same store pool $20 million or so, $22 million in the quarter, right? So a couple of hundred thousand dollars is a 100 basis points. So, it can move around a little bit. It’s actually quite amazing when you think about how consistent it’s been given the size of it over the last few years. But just keep in mind the size of that pool and so it’s easy to bump around a little bit from quarter to quarter.

Okay. And I noticed in August, both Bruce, you and Phil, amended your employment agreements. And if I’m reading it correctly, they removed the change of control provision. Is that correct?

Yes. So this was in response to feedback we got from shareholders during proxy season. And if you’ll recall, you may recall, we put out an 8-K at that time indicating that we were going to be making these changes where effectively what we did is we changed the way our agreements work so that instead of there being what’s called a modified single trigger, we introduced what’s referred to as a double trigger. It’s more shareholder-friendly. That was the intention behind the change. Q – R. J. Milligan - Robert W. Baird: Okay. So there’s still an incentive if there is a change of control?

Yes. And it could be -- I don’t want to get into any editorial commentary on it. I think that this provision reduces our incentive to pursue a change in control, but it’s definitely what our shareholders wanted and that was the feedback we got and so that was what we did.

Okay. Thank you guys.

[Operator instructions]. Our next question comes from Floris van Dijkum with Boenning & Scattergood. Please proceed with your question. Q – Floris van Dijkum: Good evening guys. Well, morning. I’m just coming to here. I’m just coming to here. I know you talked about the sale of the Upland Square. And could you maybe give us a little bit more color why you sold that asset? It’s one of your bigger assets. Do you see a significant potential deterioration in NOI? What was the -- was it not growing as fast? What was the catalyst behind you wanting to sell that?

It is a fair question, Floris. I’ll answer it in a few ways. So first of all, I think that the most important thing to highlight is that we’re really financially driven real estate investors, not aesthetically driven. And certainly we don’t necessarily get excited by an asset just because it’s particularly large. And so the fact that it was a large and nice looking asset didn’t really sway us one way or the other. So I’d mentioned in my comments that we try to be dispassionate when it comes to portfolio management and certainly divesting Upland is a good example of that because on the surface it seems like a really nice looking asset, a big asset, a big NOI contributor. So in terms of why we decided to divest it, I would really highlight two things that are sort of related. One is that from a risk management perspective, while we’re very comfortable making reasonably concentrated capital allocations into very high density urban submarkets such as we have done in Philadelphia, such as we’re doing in Washington DC, such as we’re hoping to do more of in New York and in Boston, the Pottstown market, which was the market where Upland sat, was a relatively low population market. It was a large center for that type of a population. It was a fair amount of capital for a company of our size to have in a market with that kind of population density. So just from a pure risk management perspective, it was not something that we were comfortable with. And so we’ve always had an eye on eventually divesting that just because of the amount of capital concentration. On top of that, it was an asset that was developed in a joint venture. Cedar was one of the partners. And without getting into every single lease, it was an asset that was developed at the top of the market and we had some concerns that there might be rent roll downs as some of those rents and leases came up for renewal. And so we thought it was prudent for us to sell it before we had to confront those issues. So again, I can’t tell you that that will happen, but that was certainly something that we reflected on and decided to bring it to market now.

Got it. Thanks Bruce. Maybe as you think about the quartiles of your portfolio and try to trim the bottom quartile of your portfolio, that’s in some ways really been holding back your growth, can you put it -- give some sort of time frame on when you expect to complete your upgrade or at least part of that by the end of 2017 or what should we expect?

Again Floris, great question, and thank you for asking it. We are looking at the bottom -- what’s called the bottom half of our portfolio in two ways. And we are looking them -- we are weighting approaches relatively equally. So one approach is to continue to do what we’re doing, which is to match fund our purchases with the sale of assets that are going to be generally from the bottom half of our portfolio. And we typically size these dispositions from a dollar perspective to match up with the acquisitions. A great example is again we bought Quartermaster. We bought it for call it $93 million, $94 million and we sold 8 assets that generated total proceeds of almost exactly the same amount and that was by design. So that certainly is one approach that we might continue to take. We are mindful of the fact that the market is still pretty attractive and receptive to these sorts of assets, even if the public capital markets are not. And so we do oftentimes consider the idea of potentially doing these in some other type of manner, potentially signing some kind of a structured fashion, and it’s something that we have and do consider from time to time. So depending on A, the timing of acquisitions and B, our continued thoughts on this alternative disposition strategy would determine when you see this portfolio upgrade occur. It could be in 2017. I wouldn’t guide you to that, but I could tell you that could happen. I would tell you more realistically it will be the kind of thing that happens over the next two or three years.

And Floris, this is Phil. Let me just add a little out of context. I think you’re aware, but just to be clear we’re talking about half of our portfolio in terms of number of assets, but in terms of NOI it’s 30% or a little less than 30% of NOI.

Yes, that’s right. But if I’m listening to you guys, partly it’s also dependent on what you can do with the capital. So you need to have the source for the capital and you raise by selling those assets. Right now is that a bigger issue than actually being able to sell them or they both match up in your view?

I think it’s more the latter. I think they really just need to match up. We’re not keen on large portfolio deals. We haven’t seen any that has made tremendous sense. There’s usually more risk of missing something in the underwriting when you do those types of deals and that’s not to say that we wouldn’t if there was some really compelling opportunity. So generally speaking, we’ve been doing single asset or acquisitions. We’ll do a few in a year and we’ll match fund those with our dispositions and that’s generally speaking how we would approach it and probably how we’ll continue to approach it.

Okay. Thanks guys.

[Operator Instructions]. Our next question comes from Nathan Isbee with Stifel. Please proceed with your question.

Good evening. Could you provide some detail around those anchor leases that you signed for the vacancies just in terms of rents, Tis that you had to shell out or maybe who signed those leases with Cedar?

Sure. So as I mentioned in the comments, the two that were executed during the quarter were Key Foods at Carman’s and the Big Lots box at Webster, which that in addition to the Planet Fitness that was executed the previous quarter, completed that vacancy. As far as the 4 vacancies, we look at those in totality and based on the deals that were executed and the ones that are in negotiation, we would expect to have an increase in ABR on those 4 deals collectively at about 23% or 24%. And that capital in conjunction with the additional capital that we would put in for other small shops and other accoutrements for the property, that we expect to get a decent return on that right under 10%.

Okay. And then if you could just talk about -- just following up on the questions about the dispositions about Camp Hill Mall and how that asset is doing and how that fits into your long-term plans.

It’s a great question. So for those who aren’t familiar with Camp Hill, it’s one of our finest asset. It’s an asset that continues to be incredibly productive. It’s probably the finest retail asset in Harrisburg and it’s an asset that was redeveloped -- it was demoed by Cedar before any of us were here, but we continue to benefit from this absolute first rate asset. It’s one of those ones candidly, Nate, that’s a tricky one because we love the asset. We happen to have a number of great assets in Harrisburg and realistically we’re probably going to continue to have a presence in Harrisburg considering the quality of the assets that we have. What is probably going to happen is that assets other than Camp Hill and some of these other excellent assets that we have in Harrisburg are going to be the assets that we sell and use the capital from those assets to migrate into again these very high density submarkets. But I think that a lot of times you can’t become a slave to statistics. And the reality is, is that Camp Hill again is one of our best assets. It performs very, very well. The Harrisburg asset is -- it might not be the largest market -- pardon me, the Harrisburg market might not be the largest market, but it’s a very stable, solid market. It’s the capital of course of Pennsylvania and there are just excellent and diverse economic drivers there. So that’s an asset that we’re going to hold on to realistically and hopefully continue to benefit from, although I would acknowledge that it’s not as a statistical matter, perfectly consistent with where we’re migrating our capital going forward.

All right. Thank you so much.

Thank you. At this time I would like to turn the call back over to the CEO, Mr. Bruce Schanzer for closing comments.

Thanks. I would just conclude by putting my capital markets hat on as a former banker and summarizing the investment case For Cedar. Cedar trades at a profound discount to its net asset value. The opportunity here beyond our closing this valuation gap, relates to five critical elements that I’d like to highlight. First, we have built a balance sheet that should be able to withstand the cyclical market shock because we have a benign maturity profile and significant flexibility. Second, we have substantial earnings outside from the opportunity to return our portfolio to normalized occupancy as we still have vacant anchor spaces and associated small shop space. Third, we’re advancing a number of redevelopment projects that will generate substantial longer term returns on capital and add meaningful spreads to our long-term cost of capital. Fourth, we are continually migrating our capital into the highest density sub-markets within the DC to Boston corridor, thereby building a portfolio that is becoming ever more desirable, not to mention the source of future redevelopment opportunities. And last, Cedar is managed by a team that is singularly focused on disciplined capital allocation and per share value creation rather than mere enterprise value growth. With that, I thank you for joining us and look forward to seeing you at NAREIT in a few weeks. Have a good night.

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time and thank you for your participation.