Greetings, and welcome to the Cedar Realty Trust Third 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’d now like to turn the conference over to your host, Nicholas Partenza. Thank you. You may begin.

Good evening and thank you for joining us for the third 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 it 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, November 1, 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 website for reconciliations of these non-GAAP financial measures with their most directly comparable GAAP financial measure. With that, I will now turn the call over to Bruce Schanzer.

Thanks, Nick. Good evening and thank you for joining us on the third quarter 2018 earnings call for Cedar Realty Trust. As always, on tonight’s call, I am joined by my senior executive colleagues, whom I refer to as my kitchen cabinet, as well as the balance of Team Cedar who are listening to the call. Our achievements to-date and going forward are to their credit, as is their collective commitment to everyday excellence. Although we can't dictate the day-to-day fluctuations in our share price, nor resolve the tribulations many of our retail tenants are facing, we can control the energy and enthusiasm with which we attack the challenge of transforming Cedar into a leading retail REIT. As Robin, Phil and I will discuss in greater detail, we have a strategy for achieving this objective and with the members of Team Cedar all pulling together, I'm confident we will be successful. The third quarter call is always special. As some of you will recall, on our third quarter 2011 call, we announced our new corporate strategy which contemplated our divesting approximately half our assets by number and focusing on our remaining portfolio of grocery-anchored shopping centers, straddling the D.C. to Boston corridor. With crisp execution, we completed the divestiture program on time and ahead of budget. In the course of executing our divestiture plan, we began laying the foundation for the current phase in our strategic evolution as we started investing substantially into the highest population density urban submarkets within our D.C. to Boston footprint. This involved acquiring a number of additional centers and related properties funded with further shopping center divestitures, while progressing the mixed-use redevelopment projects we had discussed at South Quarter Crossing in Philadelphia and East River Park in Washington D.C. Since we last spoke, we have…

Thanks, Bruce. Good evening. Our leasing momentum and strong deal volume has maintained its strong pace through third quarter. We executed 17 new leases and 25 renewals totaling 42 deals during the quarter. Our new lease rent comp spreads were a negative 5.3% due to the strategic decision to execute leases albeit at negative spreads on nine spaces that have been vacant over one year. Emphasis continues to be placed on our renewal pipeline, 109,500 square feet was renewed this quarter at a comparable spread of 9.4%. Under the direction of Tim Havener, our Head of Leasing, this leasing team reads the market well and reacts quickly. We’re proactively looking to renew key anchors and junior anchors early as well as develop a shadow pipeline of potential leasing backfills for tenants we deem at-risk. A prime example of this is when Weis announced its anticipated closure at Oakland Mills in Columbia, Maryland earlier this year. We had a placement deal with LA Mart fully executed well in advance of life of the lease expiration in November 2018. We are finalizing a lease with a unique tenant to backfill the entire former Peebles box at Hamburg Square in Hamburg, Pennsylvania. We expect this tenant to be a destination for consumers driving traffic to the center from 40 to 50 miles away. This creative use will be an excellent fit for the shopping center in this rural market. Total portfolio physical occupancy remains at 91.3% and leased occupancy has moved 10 basis points to 91.6% as of September 30, 2018. We have been able to sustain occupancy despite the continuing retail trend as store closures and typical tenant churn who returned a possession. Again, due to proactive leasing efforts, 91% of the space that was returned this quarter was either immediately released…

Thanks, Robin. On this call, I'm going to discuss our recent balance sheet activity, briefly highlight operating results and provide an update on our full year 2018 guidance. Starting with the balance sheet, as I briefly discussed on the last call, early this quarter, we closed a seven year $75 million unsecured term loan. This term loan bears interest at LIBOR plus a spread based on the company's leverage ratio and we've entered into LIBOR swaps that will result in initial effective fixed rate on this loan of 4.6%. The proceeds from this loan were used to early repay and retire four mortgages. Although the weighted average interest rate of these mortgages is similar to the rate on the term loan, this refinancing increased the average duration of our debt and notably increased our unencumbered property NOI to 95%. In particular, one of the newly unencumbered properties is East River Park, our existing Washington D.C. asset adjacent to Senator Square which we acquired this quarter. The acquisition of Senator Square was through a deed of lease. I think it is helpful for me to give a brief overview of this transaction and the related accounting. The deed of lease immediately conveyed a fee title in the buildings along with future options to acquire the land at fair value. Accordingly, this lease is presented in our financial statements as two separate components. First, a $5.7 million capital lease for the building; and second, an operating lease for the land. Additionally, in connection with the acquisition, we provided the seller who is also the ground lessor with a $3.5 million loan secured by the land so they could repay a previously outstanding mortgage on the property. In doing so, along with retiring the mortgage on East River Park, the combined adjacent properties…

[Operator Instructions]. Our first question is from Todd Thomas from KeyBanc Capital Markets. Please go ahead.

Hi, thanks. Good afternoon. First question on some of the REIT developments that you talked about, Bruce, you've talked about averaging roughly $75 million of spend per year over the next several years for some of these projects. So as you start Riverview Plaza and South Quarter Crossing next year and it sounds like there's a number of other renovations and projects that will also begin soon, at some of the other properties that were mentioned, can you just give a sense of what sort of capital investment you might be looking at in 2019?

Sure. So again, I would continually point you back to that $75 million average number. And although it will never be exactly that number, that is the reason we did estimate of how we are thinking about it. In '19, as I mentioned, it's more weighted to the second half of the year and so it will be a little bit below the $75 million. So it’d probably be -- and it gives us these round numbers, call it, maybe closer to $60 million but a lot of that will depend on when things get started and how close we are able to stick to the schedule that we have in mind right now.

Okay. And then it sounds like you're going to look to minimize the NOI that will be taken offline during those mixed -- larger mixed-use projects that you're preparing to begin advancing here. Can you just give us a sense of how much disruption that there might be and what the timing of some of that structure would be. I mean should we expect to start to see some NOI come offline here over the next couple of quarters before kind of in preparation of the second half '19 start for some of these projects?

Todd, what I would point you to is the manner in which we've executed the portfolio repositioning that we’ve been undergoing in some form or fashion since I started here back in 2011, you will recall that when we started here we have 140 assets, we now have 60 assets. The assets that we sold were generally higher cap rate assets and yet we managed to grow FFO from when we started in the 40s to now well into the 50s per share. And a lot of that was trying to strike a balance between on the one hand selling high cap rate assets; on the other hand, making sure that we’re mindful of where the capital markets are opportunistically going to the capital markets when appropriate, and/or to drive down our cost of capital in order to support our earnings. And so we’re going to have a similar kind of a mindset as we approach this funding. The only difference is, is that in the case of this capital migration strategy, there is a decisive objective, too in fact, over a period of time divest our shopping centers in low -- lower population density markets, the capital will eventually end up being invested into these redevelopments. And from a timing perspective, we’re going to balance a number of considerations. So one of those considerations will be making sure we’re not taking too much balance sheet risk. And we don't want to at any point be in a situation where we’re for the love of a few pennies of earnings taking too much risk in terms of how we’re funding our projects on a permanent basis. But at the same time, we will remain mindful of the fact that just gratuitously dilute our earnings. Too soon is also not something that we’re going to do with that regard due to the fact that we need to maintain that balance. So I would tell you that we’re going to as we’ve done in the past continue to market assets. We marketed assets this year. There are a couple of other assets that we’ve talked about that we will continue to think about potentially marketing. But more generally, as we come into ‘19, we certainly have our eye on a bunch of assets that we’ll sell but the timing is going to be very much a function of how the capital needs on the redevelopment side come together over the course of the year.

Okay, that’s helpful. And then a question for Robin, maybe Phil can chime in here also. The six strategic anchor lease deals that you signed, I am just curious when the rent under the new agreements kick in or has it already or some of it to some degree? And then Robin you also mentioned nine lease deals that were signed at negative spreads, but the space had been vacant for over a year. Can you just run through that a little bit? I'm guessing that's going to kick in here over the next quarter or two and maybe you could just put some additional context around that bucket as well?

Hey, Todd. This is Phil. I'll take the first part and then I’ll give about the nine leases this quarter to Robin. I think you’re referring to, we did the six strategic anchors, a lot of it is just rent reductions and exchange the term at anchors that generate a lot of foot traffic and have good credit. And as of very late last quarter they fully kicked in, so this will be the first full quarter that you’ve seen the impact of that on NOI. So I believe it’s all in there this quarter for the first time. And I’ll give the nine leases this quarter to Robin.

Yes, so we had nine leases that we did this quarter, they were all small shops with the exception of one. One was a -- was at Colonial Commons, it was a anchor that we did for a portion of the Toys“R”Us box. And all of these were in spaces that as I said that the previous tenant had been gone for more than a year and the deals that we did was besides that one at the -- in the Toys box and the rest of these were all small shop deals and the spread was negative compared to what the previous tenant was paying but the previous tenant had been gone for, of course, either longer than a year and the deal was market as of today. So all those deals make sense relative to market demand for today and it made sense to do those deals. And so, we're looking at rents that were in the mid-20s, some of deals were even in the $30 range but that was certainly lower than what the previous tenant was paying whenever they were in.

Okay, got it. And how much square footage in total does that represent?

That's about 30,000 square feet.

Okay, and that's all reflected though in this quarter's leasing activity and quarter end occupancy?

That' correct.

[Operator Instructions]. Next question is from Collin Mings from Raymond James. Please go ahead.

Hey. Good evening, guys. I guess to start, Bruce, just as you think about the long-term plan for the portfolio which you've articulated over a number of calls now, just -- and you touched on this a little bit in prepared remarks but just as you think about the more opportunities zone funds emerging and how do you see that as far as overlaying with the portfolio and the strategy and the comments, it sounds like you are having may be some of the benefits associated with that but then, you could also argue, may be there's some threat in terms of just attracting more capital expenditures and more competition just on some of the areas you are targeting as it relates to redevelopments. Maybe just talk a little bit more about that?

That’s a great thought, Collin. And certainly if we weren’t focus on such highly dense areas that are so difficult to develop in, it would probably be a larger concern. When you look at the Downtown Benning project that we are undertaking, somebody could really, really, really want to develop and take advantage of the opportunity zone but they’d be very hard-pressed to do what we're doing in the heart of Ward 7 in their only major retail corridor because frankly we control both sides of it at this point. And so really we see this much more -- and I would use a lowercase opportunity, we very much see the opportunities in the opportunity zone in terms of the amount of capital that is trying to get into these situations and take advantage of the tax benefits that these types of investments offer. It's so early in this process in terms of capital formation that it's hard to predict exactly how it's going to play out. But the one thing that we are confident in is that the tax benefits are intended to encourage investments and they are intended to ultimately offer people who are doing development in opportunity zones, access to lower-cost capital. And so we’re going to continue to monitor the opportunities zone, and I’ll use the capital low opportunities zone fund market and monitor its evolution. And at some point, if it makes sense, if it's a more attractive source of capital, then the public capital that is available to us, that might be a source of capital that we tap. But again it’s not something that we need to act upon in 2019. As I mentioned and as Robin mentioned in 2019 in terms of capital spend we’re going to be more focused on Riverview and on South Quarter Crossing. And so the luxury that we have with Downtown Benning is that we can continue to monitor the opportunity zone fund market, continue to talk to the players in that market. And if the opportunity presents itself, I’d take advantage of what we think would be or what we hope will be a fairly attractively priced capital.

Okay. And I guess that’s helpful color there, Bruce. And I guess just to tie all that together, as it just relates to maybe some of the projects right now on the South Quarter Crossing, I mean again it looks like again there’s some adjacencies that are going to be opportunities zones, are you concerned about that competition -- again maybe other sources of capital pursuing similar strategies and again having more competing product or is that I guess in certain pockets there’s not really a lot of competition, you control a lot of the area but some other area that might be a little bit more open to some other competition. So just how you’re thinking about that?

So what I would tell you is that areas that we’re focused on are areas that as I mentioned in my prepared remarks, would benefit from capital investments. So there’s a little bit of a circularity here, right. The reason why these areas were designated as opportunity zones is because the Federal and state and local governments want to encourage investments in these areas. It’s a little bit like the idea that your house becomes more valuable when your neighbors renovate their houses. And I would think very much in that vein, if people come into the areas where we’re executing redevelopment and make capital investments that improve these areas, which is again why the opportunity zone incentives exist. I think on the margin it will probably help. Again, these aren't vast areas of vacant land where there is just an unlimited opportunity to develop. And I think that if beyond that -- I would certainly expect beyond what we’re doing in Washington D.C. there’s going to be additional investments in opportunity zones. Again, I think that this will on the whole be helpful to the communities that we’re again trying to help and I think it will be helpful to us and our shareholders in terms of improving the neighborhoods in which we are investing.

Got you. Probably like -- to your point, it takes some time to assemble all the moving pieces to kind of have a longer term strategy in some of these markets, I guess that’s another thing from a platform standpoint that you’ve already established in some of these markets?

Right. So again this is a little bit like winning the lottery in many respects. We owned all this land that we acquired because we saw an opportunity as a standalone proposition. The fact that they have now been designated as opportunity zones with this very favorable tax treatment only makes them more attractive as investment opportunity. So again we’re -- we feel great about it and we’re thrilled about it. But as you correctly pointed out, we have to be and continue to be nimble and attentive to our surroundings and to this surrounding market dynamics in order to make sure that we optimize the designation as an opportunity zone in terms of driving down our cost of capital as much as possible.

Okay. Again, appreciate all the color there, Bruce. Few other topics, just as far as the acquisition of the leasehold interest, just maybe discuss a little bit more of the thought process behind that structuring, terms maybe of the purchase option and then any other detail that you can expand upon there?

Hey, Colling. This is Phil. So with Senator Square and there’s several factors that went in there, part of it was as Bruce talked about in his prepared comments, developing a relationship with the seller there and solving some of their needs related to the tax consequences as they sold. But some of this was managing and working around that. On the other side, I mean we kind of view it overall as a financing of the project. And when we look at the value of the project and the groundwork payments altogether, even on a standalone basis without a redevelopment, it was relatively inexpensive financing. And then, it provided us the upside of the redevelopment also. And net-net, it's not going to be significant to earnings and cash flow right now but it is even the NOI less the groundwork and all is a positive cash flow stream right out of the gate, even though it's not a large amount that we do pick up a positive cash flow immediately. So that's a couple of other factors we thought about and working through an agreement to do it. And the fact that it was right across from this river when you combine the two together, it really is a significant assemblies of land right there in Ward 7.

Okay, alright. That’s helpful. And then Rob and maybe just kind of as we’ve entered into the fourth quarter maybe just take us through how you're thinking about the watch list, remind us, if not among your list of top 10, is there any sort of Mattress Firm exposure in the portfolio and then again just more broadly watch list, things you're watching from a tenant health standpoint?

Sure. So I mean one of the major things that we’re looking at obviously is with the announcement from peers related to the K-Mart boxes. We only have one in our portfolio and it was not in the closure list. It would actually be an opportunity for us, is that when we will come back but obviously just having all of that additional GLA in the market similar to the dynamic of Toys“R”Us is something that we are mindful of and keeping a close eye on from a watch list perspective. We also are mindful of what’s happening with the balance because that has obviously had an impact on our tenancy and that is factored into our forecast. As it relates to the Mattress Firms, we have one, two, three, four, five of them in our current portfolio and we have -- we just did a recent deal with one of them to downside. We have about a little under 30,000 square feet of Mattress Firm exposure. I said five, it’s actually four of them currently. And so those are the kind of the biggest watch list tenants so to speak that are kind of current, that we’re mindful of right now. So we’re keeping a close eye on Mattress Firm, keeping a close eye on what K-Mart is going to do and there we already have the sellers impact kind of baked in as it were. So those are the ones that I think are top of mind right now.

Okay, that’s helpful. Appreciate all the detail there. And then just for the collective team here, recognizing it is early and I know you’re not providing 2019 guidance here but going back to Todd’s question some of the moving pieces as far as the timing of leasing and the benefiting what maybe you’d already have commenced. Just directionally, is it fair to say that we probably should see some -- maybe some very, very modest same-store growth next year or given potentially some of the downtime with the redevelopment activities could that -- is that fair now I guess is the question?

Yes. We would expect to -- we look to positive same-store NOI growth next year, Collin, maybe modest we’ll give more color on that. But directionally we would expect after this year of being relatively flat, next year to be have positive growth again.

Okay. And just actually one more from me on the assets still held for sale. I think you said as far as dispositions in the quarter Mechanicsburg went right around at 7 if I remember correctly from the last call I think potential for on a blended basis maybe a sub 7 cap rate on some of the dispositions, maybe just an updated thought on cap rates on what still has to close on the disposition front?

So we’re in the market on two other assets and wouldn’t necessary -- I would say that probably right around the 7 is probably not a bad place to be thinking about the assets that would be capped, one of them we talked about is just asset Carll’s Corner, that much like West Bridgewater is not really an asset can best be described using a cap rate, if and when we sell it.

Thank you. This concludes the question-and-answer session. I’d like to turn the floor back to Mr. Schanzer for any closing comments.

Thank you, operator. And thank you all for joining us this evening. We look forward to seeing many of you at the upcoming NAREIT Conference in San Francisco.

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