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Cedar Shopping Centers Inc. (NYSE:CDR)

Q2 2011 Earnings Call

August 5, 2011 8:30 AM ET

Executives

Brad Cohen – ICR

Bruce Schanzer – President and CEO

Philip Mays – CFO

Nancy Mozzachio – Head of Leasing

Gaspare Saitta – Chief Accounting Officer

Analysts

Paul Adornato – BMO Capital Markets

Todd Thomas – Keybanc Capital Markets

Craig Schmidt – Bank of America Merrill Lynch

Zen Rosenwhite – Credit Fund Management

Operator

Greetings, and welcome to the Cedar Shopping Centers Second Quarter 2011 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions) As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Brad Cohen from ICR. Thank you, Mr. Cohen. You may begin.

Brad Cohen

Thank you very much, operator. Good morning. At this time, management would like me to inform you that certain statements made during the call, which are not historical facts, may be deemed forward-looking statements within the meaning of Section 27A of the Securities and Exchange Commission of 1933 and Section 21E of the Securities and Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995.

Although the company believes that expectations reflecting any forward-looking statements are based upon reasonable assumptions, they are subject to various risks and uncertainties. The company can provide no assurance that expectations will be achieved and that actual results will differ.

Many other factors and risks that could cause actual results to differ materially from expectations are detailed in the company’s press releases which were put out yesterday, and from time-to-time in the company’s filings with the Securities and Exchange Commission. In the end, the company undertakes no obligation to revise or update any forward-looking statements reflected in our circumstances after the date of the company’s release.

It is now my pleasure to turn the call over to Mr. Bruce Schanzer, Chief Executive Officer and President. Bruce?

Bruce Schanzer

Thanks, Brad. Thank you for joining us this morning for Cedar’s second quarter earnings call. As many of you are aware this is the first earnings call for both me in my role as the new CEO of Cedar and Philip Mays, our new CFO. I’m pretty sure this will be the first and last call our wives and parents all dial into. Before discussing our results for the second quarter of 2011, I would like to take a moment to acknowledge my predecessor Leo Ullman.

Leo is a man of the highest integrity and intelligence with an energy of a person of his age. Although Leo Ullman and others would have preferred that Cedar share price performance reflects his remarkable accomplishments as Founder and CEO. It is nonetheless worth highlighting many of his achievements. Leo took Cedar public at the age of 65, an age when many people are contemplating retirement.

When he started pursuing the IPO, he had roughly $75 million in assets. In the following eight years, he grew the company to roughly 1.5 billion in enterprise value. Notably during that period, from the ages of 65 to 72, he also completed roughly 40 triathlons. One of Leo’s most remarkable achievements and one for which I’m aid and beneficiary is the outstanding team he put together.

Cedar has an accomplished and diverse team that I hope you will get to know better in the months and years ahead. Specifically, I’m joined today by members of Cedar’s senior management team. In addition to Phil Mays, our new CFO, we have Brenda Walker, our COO who had been with Cedar since its inception and was recently recognized by Real Estate Forum magazine as one of its 2011, Woman of Influence. Tom Richey, our Head of Development; mike Winters, our Head of Acquisitions, Nancy Mozzachio, our Head of Leasing, and Stuart Widowski, our General Counsel.

Turning to the matter at hand. As you know, Phil and I started at Cedar two weeks before the end of the second quarter. So on this call, we can describe for you what occurred during the second quarter that we are not in a position to provide you with much color as to why certain decisions were made or measures taken that led to these results. Rather, we’re better equipped on this call to give you a feel for the matters we’re focusing on.

Just beginning a number of weeks ago, Phil and I with the help of the broader management team have keenly focused on getting up to speed, getting our arms around the Cedar of today and developing a game plan for the Cedar up tomorrow. This is very much a work in progress and will be largely the focus of future calls and presentations.

However, I thought it might be helpful to briefly highlight our areas of focus, recognizing that this is still a work in progress. Broadly, we have concentrated on four areas, culture and operations, the portfolio, capital structure and growth. On the culture and operations front, our primary current focus is on establishing a more disciplined and analytical approach to decision-making. Essential element in this shift is our rebuilding the corporate model and better integrating it into our back-end leasing software.

Additionally, we are beginning to develop asset-by-asset business plans. My expectation is that this analytical foundation and discipline will allow us to make more informed decisions and more reliable information to our constituents.

In terms of portfolio, we are focused on evaluating and improving upon the capital recycling efforts that began in earnest a few of quarters ago. In addition, we are more aggressively approaching the leasing up of some of our stubborn vacancy in order to fill those spaces.

Lastly, we are revisiting most of our development and redevelopment projects, and are exploring changing our historic approach to development and redevelopment. In terms of capital structure, we are focused on our two revolvers, lowering the cost of our preferred and more generally, lowering our cost of capital. In addition, we are developing what we feel will be an executable plan for delevering our balance sheet that at a minimum will involve thoughtfully – selected non-core assets.

We are acutely aware this will all take time. So we expect to have progress to report during the balance of the year and beyond. From a growth perspective, we have slowed our pursuit of acquisitions dramatically. And I expect we will generally hold off on further acquisition through the end of the year.

Before we re-enter the market for acquisitions, we will have determined the direction we want to take the company and the market in which we want to grow. This will enable us to deploy our capital in a more disciplined manner. I know my comments had been brief, and I am sure many of you would appreciate greater detail. However I will beg your indulgence as we diligently work through a process that will enable us to formulate and then execute on an effective strategy. We will of course keep all of our stakeholders informed on a timely basis of these developments.

With that, I thank you for joining us, and I give you Phil Mays.

Philip Mays

Thanks, Bruce. Good morning, everyone. Since my arrival at Cedar, I’ve had my head down, and then focus on a deep-dive into our financial results, capital structure, property operations and working with the team. While we have made some progress, we still have a lot of work to do. Bruce and I have already spoken to many of our stakeholders including investors, employees and tenants.

Based on clear feedback, we are aware that Cedar’s disclosure, especially its supplemental financial information can be improved. One of my short-term goals is to revise our supplement to ensure we always report our operations in a transparent manner. It will take some time, but you will start seeing results, and seeing this in our disclosures by the time we report our year-end results. Because of my limited time since beginning of the year, this quarter’s results are being presented consistent with the prior periods.

With that said this morning, I will briefly highlight the financial results for the second quarter including some unusual items, and it’s been a few minutes talking about our balance sheet. Starting with operating results.

Operating FFO excluding impairments, management changes in charges and other non-recurring items was $0.12 per diluted share compared to $0.14 for the prior year value. The decrease in operating FFO was driven by our interest in two Philadelphia properties, which I will discuss in a moment. Same property NOI for the quarter increased to $22.9 million from $22.6 million in the prior year. This increase was principally driven by development properties.

In particular, improved occupancy at Upland Square and Cross Road. Excluding development properties same center property NOI was flat.

Occupancy at our operating properties consistent with the last several quarters continues to be above 93% and we again achieved good leasing results. During the quarter, we executed renewals for 87,000 square feet at a 4.8% increase on a cash basis and new leases commenced for 45,000 square feet at a weighted average rent of almost $20.

Now returning to the Philadelphia properties. We have begun the process of divesting our interest in the two properties located on Route 1 that were previously occupied by the IRS. In connection with this matter, we recorded impairments of $16.7 million in the quarter and plan to convey our remaining interest to the lender. Please note that GAAP will still require us to book interest on the related mortgage whether paid or not paid until we are legally relieved of this obligation. This could take a few quarters to fully resolve.

During the quarter, we also continue advancing the strategy of exiting Ohio and focusing on our core mid-Atlantic and northeast assets. In connection with this and other efforts we recorded an additional $3.5 million of impairment. The other non-recurring item for the quarter was a one-time management transition charge of $6.4 million.

Now turning to the balance sheet. We’ve already begun meeting with lenders about recasting our revolving credit facilities and we hope to report progress on this by the end of the year. Additionally, improving our debt to EBITDA at fixed charge coverage ratios will be an important focus as we move forward. We’re keenly aware that this will take some time and a lot of effort.

We’re still evaluating the best manner in which to attack these challenges, but whatever manner we select it will be arrived at deliberately and with a long-term view. One more item before I turn the call back to Bruce. At this point, we are not providing guidance. I will only note that year-to-date we reported operating FFO of $0.25 per diluted share and a full-year guidance previously issued with $0.40 to $0.44 per share. We are working hard to evaluate and understand Cedar’s business although we are not currently in a position to a affirm or disclaim the prior guidance.

So with that I’ll turn it back to Bruce.

Bruce Schanzer

Thank you, Phil. In closing, I would like to reiterate that we are very focused on getting up to speed and developing a plan for Cedar that will cause it to be a stronger performer in the month and years ahead. We recognized that at the very least this will be a function of our carrying our balance sheet, being more disciplined in our capital allocation decisions and being more consistent in our communications with the street. We look forward to posting you on our progress in the coming quarters.

With that, operator, we’d like the open the call to questions.

Question-and-Answer Session

Operator

Thank you. Ladies and gentlemen, we will now be conducting a question-and-answer session. (Operator Instructions) Thank you. Our first question is coming from Paul Adornato with BMO Capital Markets.

Paul Adornato – BMO Capital Markets

Good morning. Hey, I was wondering if you could walk us through your thought process regarding the Roosevelt project. It seems like a rather quick reversal to a band in that redevelopment project.

Bruce Schanzer

Good morning, Paul. Thanks for the question. It sounds like you have a little bit of cold. So hopefully, you’ll be feeling better, but you raised a good question. And this is really a function of the fact that although we are trying to take it slow, we can’t control all the dynamics and Roosevelt coming to ahead very early and literally within the first week or so in which we came on the job. And so, we had to make a decision pretty quickly.

In coming into Cedar, the framework that both Phil and I had and this is something that the broader management team was instinct with us on was really the idea that we’re going to be pretty disciplined in terms of how we thought about the development and redevelopment business, and how we were going to be spending Cedar’s precious capital.

And the view was that the Roosevelt projects because of challenges on the zoning front and because of some of the uncertainties around who would eventually tenant those projects. If and when they were ever completed, the conclusion was – is that the risk return didn’t make sense. And that in light of some of the broader challenges facing the company that will make sense for us to cut our losses. And so, we decided to unwind our position in that project. As you’re probably aware, it’s the project that has two elements to it. One of them was in a joint venture, one of them is wholly owned. And what we did in the second quarter was unwound the interest in the joint venture.

Paul Adornato – BMO Capital Markets

Okay. Thanks. I appreciate that color. I’m going to see if I can get one more question off. And that is, I was wondering if you could tell us the board’s thought process in – to clearing the dividend last week that is reforming the common share dividend?

Bruce Schanzer

I’m not sure if I understand your question.

Paul Adornato – BMO Capital Markets

Last week, the company declared its dividend. I was wondering if you could tell us the thought process or the discussion that surrounded the board’s decision to affirm the dividend.

Bruce Schanzer

Okay. Yeah, I think that our plan is to maintain our dividend. And so, there wasn’t really much of the discussion in terms of cutting it. As you’re probably aware, on our share count, our $0.36 per year is not a huge number. We are reasonably close to covering it right now. And we’re pretty comfortable that in the near future, we’ll be cover it candidly, and so we just didn’t think it made sense for the level of a couple of million dollars utmost to adjust the dividend at this time.

Paul Adornato – BMO Capital Markets

I appreciate it. Thank you.

Operator

Thank you. Our next question is coming from Todd Thomas of Keybanc Capital Markets.

Todd Thomas – Keybanc Capital Markets

Hi, good morning. I am on with Jordan Sadler as well.

Bruce Schanzer

Good morning.

Philip Mays

Good morning.

Todd Thomas – Keybanc Capital Markets

Hi, Bruce, I recognized you haven’t been there very long. But can you just talk a bit more about what you see as being some of the key areas where there may be room for the most near-term improvement? Is it operational or in the reporting or some overhead in G&A perhaps?

Bruce Schanzer

Well, I think the nearest-term fix and the one that will be the easiest one for us to achieve is one that, Phil and I have gone out and beyond sort of focusing on the company have spent time with members of the investment community and with research analysts as you’re aware, just getting to know people and kind of getting feedback on Cedar.

And one of the things we’ve heard loud and clear is that stakeholders aren’t happy with the nature of our disclosure. And so I could tell you without a doubt that, that’s something that we’ll be improving in the very near term. And I can tell you there was some certainty. More generally, in terms of the substance of the matter, the things we’re focusing on are really the things I highlighted on my call.

So from a cultural and operations perspective, we’re focusing on bringing some discipline to how we make decisions by being a little bit more analytical. So literally, we’ve started a process of rebuilding the corporate model and are better integrating it into our leasing software. And we think that, that will be valuable as we contemplate acquisitions and dispositions, and any other capital allocation decision going forward.

And so, I think that when we think about some of the more obvious or more immediate measures, that’s certainly going to be one of them. I think another one to guide you to is really a very keen focus on our capital structure. And so, another thing that we’ve been spending a lot of time on is, evaluating our portfolio and determining which assets we can dispose off, that would allow us to most effectively reduce our debt-to-EBITDA in a non-dilutive manner as possible.

And then I guess the third thing I would guide you to again from a capital allocation and a capital discipline perspective is that we’re keenly focusing on our development and redevelopment business really trying to understand the development business historically and reflecting on our development and redevelopment pipeline to determine that these are all projects that we in fact want to continue to pursue. So I would say those are sort of the immediate measures that we’re focusing on right now in terms of creating value at the company.

Todd Thomas – Keybanc Capital Markets

Okay. That’s helpful. And then with regard to, I think it was two centers that RioCan acquired in the quarter that Cedar is managing. I was just wondering, is that something that you think we will see more of in the future or is that sort of just a one-time deal for those two acquisitions that they made?

Bruce Schanzer

That’s a great question. Obviously, I don’t know – I don’t know RioCan’s plans in terms of their future intentions in terms of acquiring assets within our footprint. I could tell you that the genesis of how we came to manage these assets, we’re not investing in them. Surely after – really right when I came on and so came on. We decided that until we had our arms around the company and the portfolio, and again impose some discipline in terms of how we were making capital allocation decisions that we weren’t going to be acquiring anymore assets in the RioCan joint venture.

And that was something that we communicated and signed, and the folks at RioCan with whom we have a terrific relationship. They have a lot of respect for everybody at Cedar and really like the folks with whom they work. And so Ed and his team suggested to us that we continue to work together helping them source deals and diligent on those deals and manage the assets after they acquired them.

Frankly from our perspective, that was something that we were happy to do both because we have a great relationship with a very good partner because from an overhead perspective, it didn’t cost us any more to do it and there is some incremental income.

And then also as a practical matter, Mike Winters, our Head of Acquisitions is somebody, who is very much in the flow of the deal process and very much – and very well-known in our markets. And it just made sense that have been continued to be active. And so, we benefit in terms of having and continue to be in the flow of the transactions that are going in our markets rather it’s on behalf of RioCan to get it still maintain the vitality on that front. And that’s certainly something we want to do so that we continue to stay relevant in our footprint going forward.

Todd Thomas – Keybanc Capital Markets

Okay. And then a question maybe for Nancy. I was wondering regarding leasing, I was hoping you could just kind of fill us in on how the meeting – how your meetings were at ICSC and talk about some of the leasing that’s in the pipeline today?

Nancy Mozzachio

Well, I could talk about our meetings with ICSC we have a tremendous number of meetings this year. I think it was about 30% more than we had last year. I’m going to sort of bifurcate the comments to anchor tenants and smaller tenants. And with anchor tenants, I think what we have seen is somewhat veracious appetite to expand what with the take-away there is that some of the largest tenants have gotten very smart. I guess coming out of very difficult times we’ve learned to operate in different footprint.

So you have many retailers such as Cole and T.J.Maxx and some of the others. And so this they can operate in something 25,000 square feet, they can operate in something in 55,000 square feet. That enables them to take advantage of different vacancies on the market because they all recognize that there is an absence in supply.

As for smaller tenants, I think what we’ve seen is then uptick in activity with National small tenants and franchise driven small tenants. The mom and pops are still out there, although they are being very, very I guess disciplined in how they are expanding. We have seen some increases in capital available for some of the mom and pop tenants I guess about a year ago. They were frozen. And this year we’ve seen some assets to capital, so that’s how a couple of mom and pop tenants expand. But the national tenants by far are the ones that are taking advantage of some growth opportunities to itself on the northeast with some of the vacancies that are out there today.

You can see from our supplemental that we reported that we have about 18 tenants that have not yet commenced. Of the 18, I would say you probably – 60% or so national tenants remainder are I recall regional tenants. Of the tenants that commenced in second quarter, probably 50-50 national tenants and small tenants. So again I think even though the small tenants are difficult, more difficult to dig up when you are out there canvassing trying to put deals together they are out there.

That gives a little bit of a flavor of what’s happening in the world of retail. But I think the most important thing is that the national and regional tenants told us that they are not boxed in with a specific number of stores they must achieve for a year. They are much more flexible than they’ve been in the past, because they’ve recognized that they have to take advantage of sometimes second and third generations space. And so they’re not going to say we’re not for 100 store openings, what they’ll say is, if we have 25 great store openings that are projected will be 25. And if we have 150 that makes sense for us, we’ll do 150.

Todd Thomas – Keybanc Capital Markets

Okay. Hey, Bruce, it’s Jordan Sadler, I just had a follow-up on one of the charges. The $6.4 million in the quarter related to management transition. Do you have a break out of that? Was that predominantly Leo and Larry, or is there – does that also include some additional payments related to you and Phil joining, if any additional clarity there?

Philip Mays

Hey Jordan, this is Phil Mays. Out of the $6.4, about five related to Leo, and what we’ll do with him under his contracts and where the Boards settle there. The remainder was Larry, and some miscellaneous stuff that is not really much in there related to me and Bruce. Out of $6.4 million, about two of it or so was – or actually about $4.4 million was non-cash related to just acceleration of stock award, nearly $2 million was cash.

Todd Thomas – Keybanc Capital Markets

That’s helpful. And lastly, so you said, you did a deep dive on the financials as soon as you got in there. I’m just curious, are you comfortable at this point with accounting controls, internal process or is it still too soon?

Philip Mays

No, I’m comfortable. I mean, we have a big law firm that audits the financials, is done so for a long time, a lot of consistency there. And I got to spend a lot of time with Ann Maneri, our Property Controller and Gas Saitta, our Corporate Controller and I have a lot of confidence in them. And going through the close and looking at how they close the book, the controllers that are in place and all that really got about the process.

Todd Thomas – Keybanc Capital Markets

Thanks, guys.

Operator

Thank you. (Operator Instructions). Our next question is coming from Craig Schmidt of Bank of America Merrill Lynch.

Craig Schmidt – Bank of America Merrill Lynch

Good morning. Thanks for the areas of focus. That’s helpful even if you choked. I guess my question is back on leasing as well. The volume seemed a little low for the second quarter. I’m wondering if looking at third and fourth quarter will return to somewhat higher levels and looks like more activity in the larger space?

Nancy Mozzachio

Hi, Craig. It’s Nancy. I think it’s typical that in second quarter close, the other tenants opening in late spring is not the most desired time to open. So I think in terms of new opening, we’re definitely going to see that ramp up as we are closer to the fall and in the fourth quarter. As for renewal activity, I think it’s pretty much based on what’s expiring in that particular period. There’s really no reason so we have a certain number of leases that are filing in a certain period of time. And so it doesn’t necessarily mean that we’ve done less work, it absolutely just means that, that’s defined in that period of time.

Craig Schmidt – Bank of America Merrill Lynch

Okay. So it’s just the timing. And then looking at the occupancy statistics, I’m wondering what the differences between the wholly-owned at 9015 and the consolidated 9045, and then even further the manage at 97, is the difference between that wholly-owned and the other numbers small subspace or is there anything that describes why that number would be lower than the other two?

Nancy Mozzachio

Gus, I think I’m going to look to you for that answer.

Gaspare Saitta

I think a lot of it is the small shops. The RioCan centers were more lot – of them were developed in the last several years, so they were newly built more high occupancy. In our wholly-owned centers a lot of it is small shop.

Craig Schmidt – Bank of America Merrill Lynch

Okay. Thank you.

Operator

Thank you. Our next question is coming from Zen Rosenwhite of Credit Fund Management

Zen Rosenwhite – Credit Fund Management

Hey, Bruce and Phil, thanks for taking my question. I appreciate it.

Bruce Schanzer

Sure.

Zen Rosenwhite – Credit Fund Management

I just wanted to talk about the pace where you are with AFFO and fab per share and some the determinants of that, and as it relates to the dividend I think it was already asked, but I’m curious if you look at kind of the progression, it’s $0.10 and down to $0.08, obviously that’s less than the amount of the current dividend.

And then when you look at the kind of the CapEx for second-generation space, your TIs and leasings for your existing operating portfolio, so little bit lower than it had been in past few quarters I guess. Is that kind of a normalized rate or does that depend on the number of new leases that you execute and the TIs with that, where do you see that shaking out going forward?

Bruce Schanzer

Yeah I think that if you think about it just as a proportion of NOI, it’s probably a fair run rate measure. So I think that obviously the TI and leasing commission expense and some of the CapEx expense is going to be a function of our new leases and so obviously it’s going to vary with our leasing activity. But I think that this is a reasonable – the CapEx numbers are reasonable run rate number.

Zen Rosenwhite – Credit Fund Management

Okay. So just kind of from an overall strategy, I know you had said you’re probably going to be owning your acquisitions. Obviously, you guys have a lot of debt. And how do you realistically whether it’s a slow growth baying or something that you hope to do very quickly since I know you guys were only – you have a few weeks of the second quarter?

And how do you get that bad number to a number what people are confident that it can cover the dividend going forward. Because I don’t really know where that comes from right now, but that’s really getting your debt even more out of control.

Bruce Schanzer

Actually – I would say I mean I guess what I would say is this is a little bit algebraic. But our objective is to identify assets within our portfolio. And as you know, we have a pretty significant development and redevelopment business, where we have had one with a fair amount of real estate that wasn’t generating any meaningful cash. And so, we think we have a reasonable opportunity between divesting the non-cash flow in real estate that’s being held for developments or redevelopment as well as this land as well as some of our very low-yielding net lease assets.

So we’d be able to generate a fair amount of cash to reduce debt without meaningfully impacting our cash flow. And we expect that at the end of that process that we find ourselves with less debt, but with not a significantly lowered cash flow number, significantly low EBITDA number. And on that basis, we obviously have more cash available to do things like pay agreement.

Zen Rosenwhite – Credit Fund Management

Okay. So basically the plan is to mind the current portfolio and kind of ride the horse of God basically.

Bruce Schanzer

Oh, that’s one element of the plan. That’s the element – I think as it relates to how we’re approaching the capital structure in the near term, I think that the most immediate sticks to the capital structure is going to come from selling the assets that I just described. Obviously, there is going to be a much more comprehensive plan that we implement, but as it relates specifically to reducing our debt to EBITDA, the very near term is going to come from that.

Zen Rosenwhite – Credit Fund Management

Okay. Well, I appreciate your time. Thanks, guys.

Bruce Schanzer

Thank you.

Operator

(Operator Instructions) Thank you. There are no further questions at this time. I would like to hand the floor back over to management for any closing comments.

Bruce Schanzer

Thank you for your continued interest in Cedar Shopping Centers. We look forward to updating you on our progress in the coming months. Have a good day, everyone.

Operator

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

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