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Cedar Realty Trust, Inc. (NYSE:CDR)

Q3 2012 Earnings Call

November 8, 2012 5:00 p.m. ET

Executives

Brad Cohen – ICR

Bruce Schanzer – President & CEO

Phil Mays – CFO

Nancy Mozzachio – VP of Leasing

Analysts

Craig Schmidt - Bank of America-Merrill Lynch

Todd Thomas - KeyBanc Capital Markets

Josh Paquin - BMO Capital Markets

RJ Milligan - Raymond James

Operator

Greetings and welcome to the Cedar Realty Trust Third Quarter 2012 Earnings Conference Call. (Operator Instructions).

It is now my pleasure to introduce your host, Brad Cohen, Investor Relations at ICR. Thank you. Mr. Cohen, you may begin.

Brad Cohen

Good afternoon. 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 may or will differ. Many other factors and risks that could cause actual results to differ materially from expectations are detailed in the company’s press release, which was put out this afternoon, 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 any circumstances after the date of the company’s release.

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

Bruce Schanzer

Thanks Brad, and welcome to the third quarter 2012 earnings call of Cedar Realty Trust. This call marks an important anniversary since it was on our third quarter call last year that we introduced the new Cedar which beyond the new name, logo and website included a near-term strategic plan to reposition the company as a primarily grocery anchored shopping centers focused on the Washington DC to Boston corridor with an improved capital structure. This was to be effected through the divestiture of 50 non-core assets with the proceeds used to reduce leverage below 8 times on a debt to EBITDA basis. Although we didn’t mention it on last year’s call, it was also our strategic intention to resolve the uncertainties surrounding our relationship with RioCan in a manner that maximize value to our shareholders.

On this call, I will review the execution of our near-term strategic plan over the past year, including the resolution our relationship with RioCan and walk you through our longer-term strategic plan as we contemplate the next chapter in the reinvention of Cedar.

Before discussing our results, I would like to acknowledge and thank all of my colleagues for their efforts on behalf of the company especially over the past weeks. I am joined as always by our senior management team specifically, Philip Mays, our CFO, Brenda Walker, our COO; Nancy Mozzachio, our Head of Leasing; Mike Winters, our Head of Acquisitions; Tom Richey, our Head of Development; and Stuart Widowski, our General Counsel. The balance of team Cedar is dialed into the call.

As we continue to recover from super storm Sandy, I would like to especially acknowledge and thank the folks in our Long Island office. Although our centers were unaffected by the storm, the Long Island area was very hard hit and many of our employees remained without power with some not yet back in their homes. Despite these hardships, our team has worked tirelessly to put the finishing touches on our third-quarter reporting and to continue to drive forward on our various initiatives. I sincerely want to thank team Cedar for their commitment and professionalism in the face of these personal challenges.

Over the past year we’ve just about completed a project that we expected to take two years to complete. This achievement is a credit first and foremost to Mike and Brenda who really spearheaded most of the divestitures as well as to Tom who has focused on extricating Cedar from certain development and selling some of our land. As of this call, we’ve only two improved assets and three small land parcels remaining to be put under contract, out of the 50 assets we identified for divestiture last year.

We have closed on many of the deals that were put under contract. Most notably we closed on the sale of our joint-venture interest in seven of our centers to Homburg last month though after the end of the quarter, which as has been disclosed before was priced at a 6.85% cap rate. The two remaining assets to be divested are our unanchored Oakhurst Plaza center in Harrisburg, Pennsylvania and the Shore Mall in Egg Harbor, New Jersey.

Oakhurst need a little more lease-up before it comes to market and as we discussed on our second-quarter call, Shore Mall will be renovated before we bring it to market. The three remaining land parcels do not represent a significant amount of value and will be divested as opportunities present themselves.

As we have also disclosed, during the third quarter we announced the unwind of our 22 asset joint-venture with RioCan. The transaction closed shortly after the quarter ended. This represented an important milestone for Cedar. The unwind successfully concluded over a year of strategic planning by us and we are now positioned to focus going forward on what we feel are higher value creation opportunities within our high quality wholly-owned portfolio. The unwind involved our selling to RioCan our 20% stake in 21 of the 22 joint-venture assets without receiving one asset, Franklin Village Plaza and approximately $40 million in cash.

RioCan valued our centers at a 6.5% cap rate. Franklin Village was valued using the same cap rate. The cash proceeds we received will be used to prepay mortgages with a weighted average rate of 6.5% as well, thus muting any earnings impact while allowing us to further delever.

On the day of the unwind announcement, we also announced the implementation of overhead reduction measures to offset the approximately $2.5 million in annual fee income we will no longer receive after the termination of our property management agreement at the end of January 2013. The first step in our overhead reduction was to reduce our headcount by 20% which we effected on the day of the joint-venture unwind announcement, saving us approximately $1.5 million on an annualized basis.

On top of the headcount reduction, we have also negotiated or identified approximately $1 million in overhead expense reductions that have largely been secured and to the extent they haven’t already occurred, will be realized during the first two to three quarters of 2013. In a moment, Phil will discuss our financial and leasing results, as well as our updated guidance in greater detail. However I would just like to take a step back and discuss what to expect from Cedar more generally as we contemplate the successful conclusion of our near-term strategic initiatives during 2013 and begin to implement the long-term strategic plan for our company.

Our long-term plan has five principal elements whose unifying theme is a focus on smart capital allocation that drives consistent and enduring NAV growth. First, we will be focused primarily on grocery anchored shopping centers in the Washington DC to Boston corridor. To paraphrase Jack Welch, we want to be the best in whatever vertical we focus on. We believe that we can be such a premier owner and operator of our particular asset site, grocery anchored shopping centers in our particular geographic footprint, the DC to Boston corridor, by leveraging and growing our asset type and local market expertise.

I would note that we take an extensive view of what constitutes a grocer especially as the competitive grocer landscape evolves. But we like the defensive nondiscretionary nature of grocers and the fact that they generate greater traffic than other types of retailers.

Second, we will focus on what we believe are our core competencies, to it operating and leasing. Whether it is our small shop leasing or our dark anchor replacement initiatives we feel that through an emphasis on the blocking and tackling of real estate operations we can dramatically enhance the long-term performance of our assets with a minimal capital investment. We’ve already started to see the fruits during the course of the past year as we’d begun pursuing these initiatives.

Third, we expect to identify value creation opportunities within our portfolio in order to maximize the NOI from our existing assets. Our focused asset redevelopment initiative is intended to identify assets we own in which we can invest meaningful capital with target returns well in excess of what we can achieve investing in new asset acquisition and at a dramatically lower risk than what we can achieve through ground-up development. We currently have approximately 10 assets of which we are actively pursuing some sort of redevelopment effort. We continue to mine our portfolio for additional investment opportunities.

Fourth, we intend to intensify our Washington DC to Boston geographic footprint and improve our average asset quality through capital recycling and selective capital investment. As we contemplate concluding our near-term strategic initiative, we intend to gradually shift from defense to offense which will involve a very selective addition to our portfolio of new assets that bolster Cedar’s overall portfolio and a very judicious pruning of existing assets that detract from our portfolio.

Fifth and last, we will continue to reduce our cost of capital on our leverage so as to improve our financial flexibility through conservative balance sheet management. The first step in this was the divestiture of 50 assets that we have pursued over the past year, which will ultimately reduce debt by in excess of $150 million when concluded. The process was enhanced with the approximately $40 million in cash proceeds we generated from the RioCan joint-venture unwind that are being used to prepay mortgages.

Another noteworthy step was the refinancing of $125 million of our series A preferred that had been yielding 8 7/8% with series B preferred that has a coupon of 7 ¼% and was issued at a weighted average yield of slightly more than 7 5/8%. These measures among others have helped chip away at a relatively high cost of capital and leverage, and we continue on track to get below 8 times on a debt to EBITDA basis and hopefully further delever from there.

What underlies all five of these strategic principles is an emphasis on analytics, teamwork and excellence. In a relatively short time, we’ve seen a group of people joined together in a common cause and achieved a measure of success. There is a lot of the mountain left to climb and we are very confident that this company and its platform are uniquely situated to generate attractive and consistent results for shareholders for a long time to come.

With that, I will hand the call over to Phil for a review of our third-quarter results and certain other financial matters. Phil?

Phil Mays

Thanks Bruce and good afternoon everyone. On this call I will review our operating results, highlight recent balance sheet activity and provide an update on guidance.

Starting first with operating results, operating FFO was $0.11 per diluted share for the quarter. Excluding lease termination income, we have reported operating FFO of $0.11 per diluted share for each quarter this year. These are positive results considering they occurred in the middle of a sizable disposition and delivering program.

Same property cash NOI for the quarter increased 1.2% excluding the timing impact associated with replacing the dark anchor at Oakland Commons. When we proactively replaced the dark super value at Oakland Commons with the Wal-Mart neighborhood market, we recognized it will create some noise in our reported results. However we also knew this is the right long-term real estate decision. We converted a stream of future payment from a weakening noninvestment grade credit to lumpsum lease termination payment and a stream of future payments from a high investment grade credit which will ultimately create greater value for this property. Now keep in line, we report the same property results on a cash basis and our same property results will continue to be impacted by this downtime until Wal-Mart begins paying cash rent in mid 2013.

Regarding leasing, our lease percentages ticked up slightly and we ended the quarter at 92.1% leased for our total portfolio and 92.5% leased for our same property portfolio. Additionally, our occupancy increased 70 basis points to 90.9%. This increase in occupancy is a reflection of the hard work by our leasing team over the year and Kohl's taking possession at Brickyard. Even more significant with the current lease occupied spread of 120 points, occupancy should continue to increase as lease tenants take possession and we narrow the spread. Also on the leasing front, we signed 27 renewals for 153,000 square feet at an 8.5% increase on a cash basis and new leases for 31,000 square feet at a weighted average rent of $16.45.

Moving on to the balance sheet, Bruce has already discussed the RioCan JV transaction. I just want to highlight that we have included a page in our financial supplement that presents the components of this transaction. This page should be a good tool for updating financial models. As presented on this page and as previously noted, we were able to complete this transaction along with right-sizing our overhead in a manner that will ultimately have little or no impact on our FFO.

Further upon completion, we have simplified our capital structure, operations and financial results, which will make it even easier to understand the strength and consistency of our grocery anchored portfolio. During the quarter, we also made more progress toward reducing our cost of capital. Let me just take a minute to walk through our preferred stock activity that I think it highlights how management identifies issues, analyzes them and is willing to be patient, opportunistic and creativity to resolve them.

When Bruce and I started at Cedar just over one year ago, the company had approximately 116 million of series A preferred stock with a coupon of 8 7/8%. As the series A preferred was really recallable it always traded at or near par resulting in a consistent yield in the 9% and because of our size in credit metrics, we were finding that we could not issue a new series preferred at a yield much lower than this.

Recognizing the call option of the series A preferred have value and confident that our credit metrics would continue to improve, we patiently evaluated different options. Ultimately we did the following: In May we issued slightly less than 10 million of a new series B preferred stock with a coupon of the 7 1/4%. These new preferred shares were issued at a discount to yield approximately 7.9%, a considerably lower yield than where we could have issued a new full sized preferred in order to begin to reset our preferred reference rate.

We then established an ATM program for our new series B preferred to enhance its liquidity and issued another 5 million at a similar or slightly better yield. With the passage of a few months, the new series B preferred started trading at a more attractive yield. We eventually opportunistically re-opened our series B preferred in September and raised approximately 115 million at a yield of 7 5/8%.

Not including the recent October redemption of preferred A shares, we have utilized the proceeds from our preferred B offerings to redeem about 125 million of our series A preferred. Notably our new series B preferred provides us with almost 125 basis point decrease in the yield of our preferred cost and it’s dramatically better than what would have otherwise been available to us considering our size and credit metrics. I hope this explanation of our preferred activity does provide some insight into our thought process and how we creatively approach issues.

Turning to guidance, we are increasing the low end of our 2012 operating FFO guidance to an updated range of $0.48 to $0.50 per diluted share. As noted on our last call, this rate includes $3.4 million of termination income recognized in the second quarter and reflects relatively flat same property cash NOI for the remainder of the year driven by the dark anchor downtime we just discussed.

Finally, I would be remiss if I didn’t also thank team Cedar for their hard work after hurricane Sandy hit the Northeast. We were fortunate not to have a major damage at our properties but many of our employees were not as fortunate. Over the last couple of weeks, we have seen employees come to work while at home they had no power, trees lying on the roof and flood damage. We’re grateful for their hard work during this time and our prayers and thoughts continue to go out for them and the many others impacted by this terrible event.

With that, I will open the call to questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Craig Schmidt with Bank of America-Merrill Lynch.

Craig Schmidt - Bank of America-Merrill Lynch

I wanted to focus on the value creation opportunities. Would that be something like a Franklin village where you take a strong center and make it better or is it as a center that might be weakened and you can return it to health?

Bruce Schanzer

That’s a great question and the answer is really both. We see opportunities frankly at Franklin Village and there is an opportunity that we’re pursuing there. But more broadly it’s really in centers like what we’re doing at Brickyard, what we’re doing at Trexlertown, where we see opportunities to inject back into our centers in ways that satisfy tenant demand. So for example, in Trexler -- Trexlertown what drove that investment was a desire by giant to enter into a larger format and in Brickyard it was at a Sam's Club had left and that we had a desire by Kohl’s to move in. So generally speaking these are going to be tenant driven and whatever center and we’re looking across our entire portfolio, the only thing I would add is that I’d mentioned that there is a potential for capital recycling. There are some centers down the road. We could very well no longer have in our portfolio and I would tell you that those aren’t centers where we would be likely to be putting reinvestment and that value improvement dollars.

Craig Schmidt - Bank of America-Merrill Lynch

And could the capital recycling be the way that you fund these redevelopments?

Bruce Schanzer

Potentially, Craig, as you know we spent time talking about this with you personally, and this is something that we talked about more generally in our public comments, we’re very focused on analysis and on our cost of capital. And when we think of that investment opportunities, we think about how to fund them with respect to various capital sources that we have available to us. So certainly capital recycling could be one way we use to fund that. We could potentially fund that with other capital sources, again it would completely be a function of what was available to us and what the different cost of capital were and what the different return opportunities were.

Operator

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

Todd Thomas - KeyBanc Capital Markets

Thinking about investments, now that you’ve completed a lot of the heavy lifting with regard to the disposition, it sounded like you might be shifting to offense and selectively looking for deals. Are you seeking new opportunities today and should we expect to begin seeing some acquisitions in 2013?

Bruce Schanzer

I would say that we are selectively looking to make acquisitions, although there's nothing that’s imminent. One of the reasons why I highlighted the fact that in addition to the value creation that we see within our centers that there is the potential and the likelihood that we will intensify our footprint, really just to make you aware that’s part of our long-term strategy. But there is nothing that’s really at hand. Although I would expect that during 2013 if things break our way in a couple of the opportunities that we've been chasing that we could hopefully announce one or two deals during 2013. Again the one qualification, all of that is that things are going to have to wind up in terms of where cost of capital is at the time and what the return opportunities are in these asses before we would do that. These are just elements in any underwriting that we’d be very mindful of as we would look to add our portfolio.

Todd Thomas - KeyBanc Capital Markets

And then when you think about the RioCan properties that were divested in the quarter, you mentioned the pricing. and I am sort of wondering how do you think that those properties overall compare to the balance of the existing portfolio today?

Bruce Schanzer

Well, I would add that in addition to the 6.5% cap rate for the RioCan assets, the Hamburg assets were sold at 6.85% cap rate. So in general this is the kind of pricing that we’re seeing for our assets. In terms of the quality of the assets within the RioCan joint-venture we were very focused on making sure that we attained the Franklin asset which we think is an asset that has a lot of upside. And that’s a real high quality institutional asset. The rest of the assets line up well for RioCan. RioCan is much more focused on the stable income and isn’t as focused on upside, just more of a Canadian capital market type of imperative. And so from our perspective, we were very happy with Franklin, we think that lines up and compares very favorably with the other assets within the Cedar portfolio and about the assets in the RioCan joint-venture made a lot more sense for RioCan considering their investment objectives.

Todd Thomas - KeyBanc Capital Markets

And then we heard on another call this afternoon that management had a conference call with the real estate folks over Supervalu, it sounds like they are starting to approach landlords, requesting land releasing concessions. I was just wondering if you’ve had any conversations with them and any updated thoughts regarding your exposure?

Bruce Schanzer

Sure. So Nancy Mozzachio was on that call and is probably positioned to comment on the latest as it relates to the call. The one thing I would comment on more broadly as it relates to Supervalu is, and this is something we touched on, on other calls is we’ve been aware of the credit risk concentration and more broadly the credit risk embedded in Supervalu and our dark anchor strategy which we rolled out coming on about a year ago was really pretty single-mindedly focused on Supervalu, five of our six dark anchors were Supervalu concepts. And so far we’ve resolved, three of those dark anchors were pretty close on another one. And so again the Supervalu credit risk is something that we’ve been very mindful of and in addressing the dark anchor issue we’ve also addressed some of the credit concentration issues relating to Supervalu and also those (inaudible) have been centers where the Supervalu leases were generally above market. And so it’s certainly improved the riskiness to us out of something negative happening with respect to those leases. With that preamble, I'll hand it over to Nancy to expand on the topic.

Nancy Mozzachio

Todd, I can just say that I guess about a month or so ago and our conversations with Supervalu and also with the group who was now handling the asset exploration for them on the East Coast. We had conversations with both groups. And at that time he made us aware that they were going to give call to landlords to talk a little bit about what they were doing inside the company, and what they would potentially look for outside the company from their landlord by way of rent release. We feel very confident based on both of those calls that the assets that we have aside from the dark anchor portfolio are well within the healthy range of rent to sales. So we do not believe that we have exposure there. Bruce just mentioned, I think our exposure, our risk exposure was really in the above market leases and as you know we’ve been working for quite some time on replacements of those, and we feel very comfortable with what we've done thus far.

Operator

Our next question comes from the line of Josh Paquin with BMO Capital Markets.

Josh Paquin - BMO Capital Markets

Looking at the cash leasing spread, you guys have been pretty strong over the last few quarters. Can you – would you mind us taking a minute to explain what’s driving that?

Nancy Mozzachio

Josh, this is Nancy. I think I can explain it in the fact that there is almost no new product that is on the books today, no new construction taking place. The combination of very little product, new product coming on board and the fact that grocery anchor center does bring in a consistent level of traffic in a center caused us to procure I think very solid renewal numbers. I think the tenants were there, we’ve been able to retain them on the fact that they can look the parking lot and see the traffic and understand it’s important to their businesses today. I think that most of the small shop retailers are looking to minimize rack and relocating out of a center where they're proven into the unknown is probably not a good path to take. And so I think that’s the basis for a strong releasing numbers.

Josh Paquin - BMO Capital Markets

Okay. How much of the activity this quarter was small shops versus larger tenants?

Nancy Mozzachio

In terms of renewals?

Josh Paquin - BMO Capital Markets

Yeah, both renewals and new releases.

Nancy Mozzachio

I would say as it relates to new leases it’s been all small shop. And with renewals it’s primary small shop. We had a few large store renewals but for the most part they have been small shop.

Josh Paquin - BMO Capital Markets

What’s the small shop occupancy today?

Nancy Mozzachio

Our lease rate ticked up about 10 basis points, they were just shy of 84% -- just shy of about 83.9%.

Josh Paquin - BMO Capital Markets

And then going into 2013 and ’14, can you expect similar roll-ups in the renewals?

Nancy Mozzachio

Again looking outward to what’s happening on the development side or the lack of development I should say, I think we feel as confident as we could be that things are going to progress in the same manner that they have for the last couple of quarters.

Operator

We actually do have a new additional question coming from RJ Milligan with Raymond James.

RJ Milligan - Raymond James

A couple of just quick questions, for the RioCan JV, the properties, said in the press release are going to be managed until January of 2013. Is that extendable or is that -- when the contracts are going to end?

Bruce Schanzer

The contract was up to one year and RioCan had a 90 day termination rights, so the plan was for them to start -- open an office in the United States to manage these assets and to give us 9 days notice when they were comfortable, they would up and running. And so they gave us a notice at the end of October that it would be open at the end of January and so the expectation is that, that would be when the management contract is official terminated.

RJ Milligan - Raymond James

So they did give you the notice?

Bruce Schanzer

Yes.

RJ Milligan - Raymond James

And then I was wondering if you guys had any color or update on RioCan and they are selling – their announcement that they were going to sell out of their position in the stock, any update on that?

Bruce Schanzer

Nothing really, this is RioCan stock sale. And so their plans are really up to them and the timing is really within their control. Obviously it’s out there that they are going to be selling it. We’d love for them to sell it as soon as possible but again it’s not within our control at all to trigger that sale. Our strategy right from the beginning has been to identify risks and uncertainties within the Cedar story and to mitigate those risks and to resolve them. And that’s something that we have done and the problem with Cedar’s stock interest – RioCan stock interest in Cedar is that we can’t control when it gets sold. And hopefully it will get sold soon and it will resolve the uncertainty in that part of our story. And we will be able to eliminate the overhang and hopefully allow the stock to trade back towards its intrinsic value.

Operator

Thank you. There are no further questions at this time. I would like to turn the floor back over to Mr. Schanzer closing comments.

Bruce Schanzer

Thank you everyone for joining us. We look forward to seeing many of you at the NAREIT conference next week. Have a good evening.

Operator

This does conclude today’s teleconference. You may disconnect your lines. And thank you for your participation.

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