Brad Cohen - IR, ICR Bruce Schanzer - President & CEO Philip Mays - CFO Nancy Mozzachio - VP, Leasing

Nathan Isbee - Stifel Nicolaus Craig Schmidt - Bank of America Rj Milligan - Raymond James Todd Thomas - KeyBanc Capital Markets

Greetings and welcome to the Cedar Realty Trust first quarter 2012 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, Investor Relations for ICR. Thank you, Mr. Cohen. You may begin.

Thank you very much, operator. 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 pleasure to turn the call over to Mr. Bruce Schanzer, Chief Executive Officer and President. Bruce?

Thanks Brad. And welcome to the first quarter 2012 earnings call of Cedar Realty Trust. On this call, in addition to reviewing our first quarter 2012 results, we will provide an update on the strategic plan we first described last November, as well as some of the other measures we are taking to preserve and enhance shareholder value. On this call I am joined by the senior management team of Cedar 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. In addition to Phil's comments regarding our Q1 results I would ask Nancy to provide a brief update on leasing. As always the balance of team Cedar is dialed into this call. Their tireless efforts on behalf of the company are what allow us to report these solid results and give us great confidence in the future of this organization. Although our fourth-quarter call was just a couple of months ago, we continue to make progress on our near-term divestiture and delevering strategic plan having closed on 11 assets for net proceeds of $18 million and having placed four additional assets under contract for $8 million during the first quarter through today. Accordingly of the 50 assets to be divested and $150 million in net proceeds for delevering, we have closed on have under contract or have teed up to return to a lender 40 assets for $110 million. This represents roughly 73% completed based on estimated proceeds. We feel good about the progress we have made today though we are keenly focused on closing on the assets under contract yet to be sold and getting the remaining assets under contract. In terms of the remaining assets, there are four improved assets and six land parcels still to be divested as we have noted repeatedly the land parcels will take time to sell. Fortunately, they do not represent the significant amount of value. The improved assets that remain to be put under contract are generally being leased up or otherwise repositioned before being divested. Regarding these improved assets we are confident in our ability to sell them within the timeframe articulated last November once they are appropriately repositioned. In terms of leasing, as Nancy will discuss in greater detail during her remarks, we continue to make strong progress on our leasing activities in general and on our small shop and dark anchor leasing initiatives in particular. Although our aggregate occupancy was down this quarter relative to the fourth quarter to 90.6%, this is an example of taking one step back to take many steps forward. The occupancy drop was almost entirely a function of two anchor departures both of which we anticipated, one in each of our two active redevelopment projects. In Trexlertown Pennsylvania as planned Giant vacated a 55,000 ft.² store in Trexler Mall asset to move to a 75000 ft.² store in our neighboring Trexlertown Plaza Center and in a fortuitous turn of events since departed from Brickyard in Berlin Connecticut due to a lease expiration shortly before filing for bankruptcy protection. In both instances we had ample time to prepare for the tenant departures and are highly confident we will be re-leasing the vacated spaces for meaningfully higher rents. In the case of the vacated Giant space in Trexler Mall, we have already re-leased half the vacated space at almost two times the prior base rent per square foot thereby replacing just about all of the lost rent. I'm pleased that the leasing group has achieved solid results in terms of both new leases and renewals with a relatively minimal capital investment. This is consistent to the [theme] we have emphasized since the beginning of my tenure at Cedar that we intend to focus first and foremost on maintaining capital discipline in both operations and redevelopment. On that note we continue to push hard to complete our two active redevelopment projects. We have also identified additional potential redevelopment opportunities within our portfolio as well as a number of potential out parcel and land side development opportunities. In studying these projects and determining whether to pursue them, our decision will be based on whether this would be a judicious use of capital after considering our investment alternatives, weighing our cost of capital and assessing whether the subject investment affords us an adequate spread to that cost of capital. With all that said, we are keenly focused on mining our portfolio for investment opportunities. We should expect thoughtful portfolio reinvestment and redevelopment to be a significant theme at Cedar in the coming quarters and years. One last item to touch on relates to our RioCan joint venture which encompasses 22 assets containing $3.7 million square feet. With the buy-sell provision under the joint venture agreement becoming effective later this year, we have received numerous questions concerning our posture and strategy in this regard. Although we do not know all of RioCan’s intentions, we recognize that the centers in the joint venture are potentially impacted by RioCan’s express plans to establish a U.S. platform. At this juncture, we are very focused on the situation and are making sure that regardless of the direction it takes, Cedar shareholder value is maximized to the greatest extent possible. We do not have any further details to provide at this point. Although we expect that in the coming quarters, we will be in a position to provide additional color. With that I give you Nancy.

Thank you, Bruce. Our solid leasing results for the quarter evidenced our focus on increasing shareholder value by intensively working out existing assets, especially through aggressive lease numbers. During the first quarter, we again had success on both a new lease and renewal front. In addition, we've continued this quarter with our laser focus on dark anchor and small shop leasing. These initiatives have produced a velocity not seen in several years. I am happy to report we made advances on both of these critical fronts during the quarter with a 50 basis point improvement in small shop occupancy and the execution of a lease with Wal-Mart Neighborhood Market to replace a dark anchor at our Bristol, Connecticut center. Within Cedar’s consolidated portfolio, we signed 38 leases including both new leases and renewals, aggregating 205,000 square feet. We executed 11 new leases for the quarter within a consolidated portfolio totaling 75,000 square feet as well as another 10 leases totaling 28,000 square feet within the RioCan joint venture. Notably, excluding the new Wal-Mart Neighborhood Market lease in Bristol, Connecticut, for which the economics for about a negative 21.1% spread, we had an 8.9% positive spreads on the comparable leases within our wholly-owned portfolio. In terms of renewal activity, we renewed 129,000 square feet for the quarter at a 6.2% positive spread on a cash basis. These positive renewal spreads are consistent with many prior quarters. Renewal activity levels have been strong and we've already renewed over 50% of leases due to expire in 2012 and have renewed 15% of leases due to expire in 2013. As noted, we replaced the dark (inaudible) Shaw’s in Bristol, Connecticut with a Wal-Mart neighborhood market under a new 15-year lease. Wal-Mart expects to open late summer. This is a perfect example of what we described in our fourth quarter call to since it’s a bit of modest rate reduction in exchange for dramatic upgrade in tenant credit quality from non-investment grade to AA, resulting in a substantial improvement to the value and vitality of that center. Of the five remaining dark anchors, we are making good progress in our discussions with replacement anchors at three of the centers where we contemplate similar or perhaps even better outcomes. On a small shop front, we continue to experience positive momentum with occupancy up to 83.3%. A sequential improvement of 50 basis points. We’re seeing improvement in small shop activity in all regions of the portfolio, especially centers that which are at-the-market, small shop leasing program as in full force. To date, we produced three leases under the aftermarket program and have another six in the pipe line. We’re already starting to see that the energy created by new tenants entering centers with long-term vacancies will allow us to move rent upwards with perspective and visiting tenants. Our focus on small leasing will continue and our hope is to produce meaningful gains in occupancy and revenue. One final note is that the tenant improvement dollars connected to all new leases for the quarter were spent sparingly, carefully preserving our capital. This is especially the case with both our dark anchor and small shop initiatives. With that, I’ll turn the call over to Phil.

Thanks, Nancy and good afternoon everyone. I will review our operating results, provide an update on our balance sheet, briefly discuss a couple of accounting items and touch on our guidance. Starting with operating results, we are reporting recurring FFO of $0.11 per diluted share for the quarter. The variance from prior quarters is primarily a result of certain completed assets dispositions and as discussed on prior calls, the IRS vacating two properties in Philadelphia in mid-2011. Same store NOI, excluding redevelopment, increased 3.9% for the quarter. Now about half of this increase came from lower snow removal cost with the remainder of the improvement coming from a reduction in bad debt and strong leasing. Including redevelopment, same-center NOI increased 5.2%. The positive spread over same-center excluding redevelopments was driven a new Giant coming on line Trexler Plaza late in the fourth quarter of 2011. Regarding occupancy, total occupancy was 90.6% at the end of the quarter compared to 91.6% last quarter and 90.2% last year. As Bruce discussed, the decline in occupancy in last quarter resulted from plan tenant move out at our redevelopment properties. It is important to note here that we are 91.8% leased. This is a 120 basis point spread of our current occupancy and is primarily attributable to signed leases for two key anchors at redevelopment properties, the Kohls at Brickyard and Marshalls at Trexler Mall. Excluding the temporary ups and down in occupancy associated with redevelopment activity, our same-center occupancy is consistent with last quarter at 93.2% and up 80 basis point over the last year. Moving to our balance sheet and disposition progress. A reported debt-to-EBITDA at the end of the quarter was 8.8 time. Although we are 73% of the rate to our $150 million delevering goal based on assets sold under contract or to be a return to lender, our reported debt-to-EBITDA only reflects assets sales that have closed by the end of the quarter. Also as previously communicated, the timing of our dispositions are lining up so that they’re alluded to flat dispositions occurring earlier in our process than our accretive dispositions such as land and mall sales. Just a couple of accounting and reporting notes before turning to guidance. In our effort to continue to improve our supplemental, we are now including tenant improvement costs with our reported leasing activity. And to be clear, these costs include both tenant allowances and landlord work. At year end, we also reviewed and updated our allocations between operations and G&A. This update resulted in about $600,000 increase in our quarterly G&A and of course decrease in property operating costs. Important note, the tenant adjustment had no economic impact. It does not increase the cash to run the company, nor does it affect FFO. Also the same store NOI growth is not impacted specifically the concept percentage of revenue to allocate cost for properties for extrapolation. Both of these changes provide reporting that is more consistent with our peers and we believe these improvements along with the other recent revisions we have made to our supplemental will ultimately highlight to others what we see; a solid core portfolio of shopping centers and a consistent performance. And finally guidance, we are reaffirming our 2012 guidance of $0.40 to $0.45 per diluted share, although we are pleased with our first quarter results and the progress we are making in executing our near term strategic objective, we are mindful of the potential that the timing of the closing of our dispositions may have on earnings. Additionally, we elected to experience further temporary reductions in occupancy if we make more progress filling our dark rent paying anchors due to the down time between the new anchors opening and the exit of the dark anchors. With that, I’ll turn it back to Bruce.

Thanks Phil and thank you everyone for joining us on this call. 2012 continues to see shape up as an important year in the evolution of this company. We are every excited about the progress we continue to make on all three of our focus areas. First, we are far long in executing our divestiture and de-levering strategy. Second, we are making great strides in terms of our new focus on intensive asset management, especially on both our small shop and dark anchor leasing initiatives. Finally, we are in the home stretch on our two asset redevelopments and are mining our Washington DC to Boston Grocery Anchored portfolio for newly development opportunities which we will identify and describe in more detail on future calls. With that, we will open the call for any questions you might have.

(Operator Instructions) Our first question is from the line of Nathan Isbee with Stifel Nicolaus. Nathan Isbee - Stifel Nicolaus: First of all, maybe can you talk a little bit more about the same store NOI; I guess just specifically this quarter with all the leasing activities, same store revenue was down close to 4% and then maybe how you see this same store NOI trend in general throughout 2012?

You know in our supplement when you look at the center page, the revenues combined base rent and recoveries both, so on a combined basis they are down around 4%. Base rent is actually slightly positive, a little less than 1% but its positive and the decrease in recoveries is no less. That make that combined lines decrease. And then yes for the quarter, we are reporting NOI growth of 30.9% which I said in my remarks, about half of that came from the snow, the favorable comp of snow which leaves us about two. In our guidance, we originally talked about flat to 1%. I think that's still a good run rate, the Wal-Mart lease that Nancy spoke about, and Bruce spoke about in open comments replacing the dark rent paying shop, will then be down time there and a little low down on rent there, that will offset a lot of the pick-up this quarter and I think it will get us for the full year back in kind of that guidance range. Nathan Isbee - Stifel Nicolaus: And then just moving to the Wal-Mart lease; can you just talk a little bit more about the economics in terms of what you might have to spend there in terms of turn allowances?

Yeah, there is no CI there. It’s as is, they are consistent with our initiatives here and we’re talking through which will replace some of little to no cost as possible. Nathan Isbee - Stifel Nicolaus: And then, it seems like [Winter] picked up a few more shares recently; do you have any recent conversations that you could share with us perhaps in terms of what your understanding is their intentions are?

We do speak in term of their, as you can see by the fact they are buying stock. They are long oriented in investors here and seeing with Michael Ashner and I think that is interest are very much aligned with the interest of shareholders generally; we feel that they want our share price to go and they want good progress on executing strategic plan. We’ve identified now that caused our share price to go up. So I think if want more color you might speak to him, as far as we understand it in our conversion and yeah we do chat with him from time to time. He seems to be oriented on a long basis and he seems to be supportive of what we’re trying to do here. Nathan Isbee - Stifel Nicolaus: Are there any thoughts your plan to provide Winter puts worker presentation?

Yeah, never come.

(Operator Instructions) And our next question is from the line of Craig Schmidt with Bank of America. Please go ahead. Craig Schmidt - Bank of America: How the acquisition market changed let’s say from late 2011 to I guess early spring 2012 particularly when we think about the full improved assets in the six land parcels?

The market for the land parcels remain pretty much where it was; it’s not a great market; people are really leaning into development opportunities and so we mark those assets down. I think we are pretty confident we’ll be able to sell them for roughly where we have them marked, but I can’t tell you that the market for the land is improving. We are down to the full improved assets. All four of those assets are assets that are requiring some point of attention or capital before they get sold and we are confident again with where we have them marked and so I think that our feeling is that it’s just a matter for example, somebody assets completing lease up and somebody assets making certain capital improvements and if you made, in order to have them properly positioned before we sell them. So again, these aren’t the types of assets Craig when you think about, for example looking at, some of the other REIT out there selling literally shopping centers and kind of use those dispositions as a proxy for the market or what have you. Even with improved assets we are selling are either in closed malls or we are selling an industrial building in Central Pennsylvania; the Cedar assets that are not strip centers and they aren’t indicative of the values of strip centers in general, because they are just not comparable to the rest of the assets within our portfolio. But in terms of the pricing, we remain comfortable with where we have them marked and think we’ll be able to sell them to basically where we have them marked. Craig Schmidt - Bank of America: Given no Walt-Mart’s push to open more neighborhood centers, are there any other opportunities where you can make a swap like the one just announced?

I guess without getting into in too much detail, I think there are demographics or the types of demographic that Wal-Mart finds very attractive and we hope that we can continue to do the business with Wal-Mart. They are great credit and we will be happy to have more Wal-Mart’s in our portfolio.

(Operator Instructions) And our next question is from Rj Milligan with Raymond James. Please go ahead. Rj Milligan - Raymond James: First, can you can you give us an update as to when you think the properties that are under contract or that going back to the lender, when they will actually close or go back to the lender?

I think on the last call we talked about having things hopefully wrapped up in terms of everything that is under contract, they are teed up to go back to a lender by the time we have our third quarter call, so, the first anniversary of having rolled out this plan. You know we are still optimistic that that's going to get done and also there is any -- I think that the only real chance there might be on the giving back to out assets to lender, that's a process that we really have very little control over, the special servicers are overwhelmed right now and so to some extent we are subject to their whims, but we are hopeful that we will be able to get things out the door by the time we have our third quarter call. Rj Milligan - Raymond James: Phil I know you mentioned that snow removal costs contributed to the same-store expense decline, what else was driving that 18% decline?

18% in expenses. So expenses are down $1.6 million. Almost all of that is snow, there is a little bit improvement also in bad debt, but generally for those two items that generated the full decrease in expenses on the same-store properties.

(Operator instructions). Thank you and our final question comes from the line of Todd Thomas with KeyBanc Capital Markets. Go ahead. Todd Thomas - KeyBanc Capital Markets: Bruce, previously you discussed around $70 million of lost NOI, that would be associated with all 50 property sales. I was just wondering if you had any idea how much of that amount is attributable to the property sold to date and how much the way through that you know you would expect to be once all of the 40 properties are sold or conveyed?

So of the 40 I think let me answer both your questions, so what we've sold so far and reduce a little bit. I would say that we are probably, we sold about 60% of the NOI that we discussed selling based on the $50 million and then we will have sold probably about 70% to 80% of the NOI that we talked about selling once we've completed all the divestitures and get back to that we are talking about now. Todd Thomas - KeyBanc Capital Markets: Okay, and then so where would that the EBITDA be pro forma for the sale of the 40 properties, the $110 million, any idea where that would be?

It would just be around the low 8s. Todd Thomas - KeyBanc Capital Markets: Okay. And then I was just wondering if you could give us an update on the Homburg transaction specifically and I was just wondering whether the original terms that were discussed or announced several quarters ago, if they are still consistent with today or if anything has changed with those, with that announcement?

So some of this we can't get into obviously, I could say that we are still confident that it's going to close, we remain confident that it will close and our economic terms remain the same. So at this point again we said that by our third quarter call, we hope to get everything sold, I would certainly hope that Homburg happens to us sooner than the last day of that time period and again we remain optimistic that deal close and the economic terms remain as they were before. Todd Thomas - KeyBanc Capital Markets: And then just one last question for Phil, you know I noticed that the fixed charge coverage ticked down to about 1.3 times and I think your amended credit facility, you need to stay above 1.25 through the end of the year; I was just wondering if you feel comfortable, how comfortable you are staying above that throughout the disposition process here?

Yeah, it’s a couple of things Todd, one, let me go through and negotiate a covenant there. We negotiate on with the disposition program in mind, because we knew what’s happening at that time and we pro-forma it on and we are comfortable that we sat in the cushion there. Also the calculation and the debt agreement is slightly different. Its actually like 14, amount 14 or something in the debt agreement, the way it gets recorded. So there is a little more cushion in the actual covenant calculation and they are just doing a straight pro-rata debt to EBITDA here. Todd Thomas - KeyBanc Capital Markets: And actually just one other quick last question; G&A in the quarter, is that a pretty good run rate to think about going forward?

Yeah, if you went back and look historically, its hard to get a run rate because it has the mark-to-market and stock that went up and down and if you pull the mark-to-market out of headwind it will be running right around $3 million, so several quarters and with the change in allocations it’s (inaudible) that’s be a good run rate.

Thank you. There are no further questions at this time. I would like to turn the floor back over to management for closing remarks.

Thank you everyone for joining us. Have a good evening.

Thank you. Ladies and gentlemen this concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.