Good morning and welcome to the Third Quarter 2014 Acadia Realty Trust Earnings Conference Call. As a reminder this conference is being recorded. At this time all audience lines have been placed on mute. We will conduct a question-and-answer session following the formal presentation. [Operator Instructions]. I would now like to turn the call over to Amy Rancanello, Vice President of Capital Markets and Investments. Please proceed.

Good afternoon and thank you for joining us, for the third quarter 2014 Acadia Realty Trust earnings conference call. Participating in today’s call will be Kenneth Bernstein, President and Chief Executive Officer; and Jon Grisham, 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 within the meaning of the Securities and Exchange Act of 1934, and actual results may differ materially from those indicated by such forward-looking statements. Due to a variety of risks and uncertainties including those disclosed in the Company’s most recent Form 10-K and other periodic filings with the SEC, forward-looking statements speak only as of the date of this call, October 29, 2014 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 Acadia’s earnings press release posted on its Web site for reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures. Once the call becomes open for questions, we ask that you limit your first round to two questions per caller to give everyone the opportunity to participate. You may ask further questions by reinserting yourself into the queue and we will answer as time permits. With that I will now turn the call over to Ken.

Thanks Amy. Good afternoon, thank you for joining us. Today I will start with an overview of our third quarter results, then Jon will review our earning and other metrics. We're very pleased with our third quarter results both with respect to our existing asset performance as well as our new investment activity. In terms of our existing asset let's first look at our core portfolio performance. Our third quarter same-store NOI growth of 7.7% was the result of solid contribution throughout our portfolio. Consistent with last quarter our properties remained 97% leased and although physical occupancy was down 60 basis points since last quarter, this decline was primarily driven by value creating events including the addition of a new acquisition to our core portfolio more specifically the 92% occupied Bedford Hill shopping center as well as the recapture of approximately 16,000 square feet of below market street retail space of which approximately 85% has already been released. Looking ahead, given our portfolio's already high occupancy levels we'll continue to focus our attention on selectively recapturing underutilized and below market space, particularly within our street retail portfolio where tenant demand continues to drive market rents upward. In terms of our third quarter leasing spreads, our leasing team achieved a blended 23% spread on new leases on a GAAP basis primarily driven by activity within our street retail portfolio. Then with respect to renewals during the third quarter we achieved a respectable 8% increase in those rents, it's worth noting that all of the renewals were for space in our suburban shopping centers and furthermore the majority of these renewals were on a contractual basis. Now in terms of our core portfolio acquisition activity, during and subsequent to the third quarter we completed a $154 million of acquisitions which brings our…

Thanks. Good afternoon everybody. As Ken has already touched on our portfolio performance, what I'd like to do for this call is focus more on the balance sheet and earnings not just for the current quarter but similar to our previous earnings conference call, also look ahead to the factors which will contribute to our future earnings growth. First, starting with our current quarter's earnings, results were consistent with our expectations in guidance range. Reported FFO for the third quarter was $0.30, this includes acquisition costs of 1.7 million or $0.03 on the deals we closed on during the quarter, keeping mind that our earnings guidance is before such costs. This result also includes $0.01 of positive event dilution for the quarter related to the sale of the Fund III and Fund IV Lincoln Road portfolios. As we monetize Fund assets, there is some short-term earnings dilution in terms of NOI and fee income. But keep in mind that this will be offset impart by the future redeployment of capital for new Fund IV acquisitions. And more importantly this creates significant value and income effectively positioning us to increase our 20% co-investment interest in the funds to 36% due to our carried interest. For the balance of this year and this is consistent with our increased guidance from last quarter, we are expecting FFO between the $1.35 and $1.40. In evaluating where we currently forecast to begin the year within this range. The positive event dilution from Lincoln Road that I just discussed is about $0.06 on an annual basis. As we close middle of the third quarter, this dilution should total $0.02 to $0.03 for third quarter and fourth quarter of this year. So our current expectation is we finished the year out not at the top but in…

Great, thank you. We will now begin the question-and-answer session. [Operator Instructions]. And our first question is going to come from Craig Schmidt from Bank of America. Please go ahead with your question or comment.

I was wondering of City Point; are you specifically holding off some of the leasable space?

Yes. But I think it’s worth kind of thinking about that in the overall context what we have done and how we have risk mitigated it. So remember we have signed all of the anchor leases which consist of levels 5, 4, 3 and 2. We are going to deliver the anchor spaces starting in the first half of next year and then as soon the opening is about a year after that, so early 2016. We have sold off all of the residential and are under contract for the final residential piece phase 3. There is really no point and we certainly don't have any need to rush the leasing of the street retail which is what’s left. We've done a good job of I think laying off, mitigating the risks for those areas that we’re less comfortable with and not a lot that I am more comfortable with than the street retail leasing for the final phase. So there are several retailers now that we are actively engaged with and assuming we fit them in, in the right spots, the right time and the right rents, correct, yes. Then we’ll go but they can't open for all tens and purposes until that 2016 time period, so that what our team is engaging in based on.

And then just thinking about 2015, what are some of the things that might slow seems to rely from particularly the pace in third quarter ‘14?

So I will take first crack at that. So actually what is going to favorably impact same-store NOI is what I would talk about first. And when you look at what’s in the same-store NOI pool currently. We have our 2013 and ‘14 acquisitions totaling about $0.5 billion are not in the pool as it’s currently reported on. Obviously next year, the 2013 acquisitions roll in on a same-store basis, but there’s still the 2014 acquisitions that will still not be included in the metric. And all of those acquisitions shift when you look at the proportion of contribution suburban portfolio versus street retail portfolio to the same-store NOI pool, right now 20%, 30% of it is street versus the balance being suburban, that shifts more to 50-50 as Ken mentioned once you include all those acquisitions. So that's on the positive side. On the negative side, as we mentioned in the press release, when you look at certainly this quarter’s result, the 7.7% that did include some additional contribution from relatively lower expenses net of recoveries this year versus last year and that accounted for about 2% of the 7.7% result this year. But even backing that out were 5.5% this quarter and year-to-date. Looking forward to 2015, there is some lease up in our current result this year, 50 basis points to 75 basis points in the suburban portfolio. Beyond that there is really no other significant one-time or individual drivers rather it’s more of a portfolio wide experience.

So Jon I think you covered all that. Craig what's worth understanding and we do think that same-store NOI is an important metric and when we post numbers like 7% we especially think it’s important. Although as Jon pointed out, it’s really 5% if you take out some of the one-time positive. 5% is still really good and in fact a stabilized retail portfolio if you just run out the numbers is 1% to 2%, maybe 2% to 3% depending on the specific assets and the specific contracts and we talk that length between the distinction between street retail which should be about a 100 basis points higher than more traditional suburban. The other distinction along with the lag of that that when these assets come in and it’s just worth thinking about and again I don't think it's super important, but keep in mind that all of the activities in our Fund business and I just talked about putting Vineyard Vines in place of Lucky Jeans and doubling the rent. All of that activity whether its lease spreads or same-store in the case of our dual platform. The Fund platform does not report through into the core. So to some degree, there is a slight distinction versus if everything were reported together. And that being said, we like what we’re seeing in our portfolio, we like the tenant interest 97% occupancy is pretty darn good, I’d love the leasing team to get it up 100 basis points or 200 basis points but these are not going to grow to the sky on that side, what they’re going to achieve and they’re working real hard at it is seeing that we can get back some of these spaces and release them at very attractive release spread. Given how small our portfolio is and how even smaller the reported numbers, every quarter it can vary let’s hope that their good variances that Jon talks down as oppose to the other way.

Thank you. And then our next question is going to come from Todd Thomas from KeyBanc Capital. Please go ahead with your question or comment.

Thinking about your core street retail assets, I was wondering how do the capital markets view these properties today. How financeable are they and what kinds of terms can you get for some of these properties that the Company is acquiring in Soho, Tribeca and Chicago for example.

So the easy piece of this is where the debt markets are and look at your screen, look at the 10 year spreads are real high and the lending community very much likes these kinds of assets. We’ve just locked in today for phase 1 of City Point, I agree that’s not on the core but the same thing would apply, this was seven years money at below 3%. Either same would be true for other core urban where there is tremendous lender demand. Now the sad news it leads through to cap rates, right now cap rates for high quality street retails depending on the growth profile, the strong tenant demand et cetera we’re seeing trades below 4% or even stabilized assets we’ve not had the guts to reach that high, certainly below 5%. And it has been supported, these are low cap rates, but when you look at where the 10 year treasury is, when you look at alternative investments, when you look at how much tenant demand and sales growth we’re seeing there, I kind of get it. So if you think you can put dollars to work in the five to six cap range for this really high quality street retail, I think you’re going to have a hard time seeing dollars go to work. We’re fortunate, we have great deal flow. We have a lot of strong relationships in some streets we’re already on those streets and active. And then finally I’d say one of the reasons we’ve been able to stay active in a competitive market is the issuance of OP units which is a real differentiator.

Sticking with the OP units I guess curious to get your thoughts. You mentioned that units were issued upon the Prince Street deal. I guess, I would potentially think that we’d see more deals using units occur just given basis issues and gains many owners of street retail properties might have. And so I’m just curious whether you feel you’re seeing a shift at all in sentiments from sellers willing to transact with units. Do you think that we’ll start to see a bit of more of an uptick and the key you’re using units here as a currency.

Probably. It’s impossible to predict because it takes two to execute on something like this. However, the shift we’ve seen over the past year or two, whether it was our Tribeca transaction or Soho transaction, some other conversations we’re currently having, is that sellers continue to be interested in the tax deferral attributes of OP units, because if they say stock they don’t pay taxes upfront, only when they sell the stock. And they’re also becoming more and more interested or expressing interest in the asset diversification. And so if you are a owner of street retail and you want to contribute it to a portfolio that diversifies it but still is of an upper to your quality, we’re than in a very narrow club and we like that because it’s a much easier conversation. And as oppose to a few years ago were sellers would often get flipped up on either low volume to smaller portfolio that seems to have gone away and now it’s just the age old issue at what price. And that’s fine, we’ll deal with that, we’ll continue to lose more deals than we win. But at our size as long as we can maintain the time and growth that we’re doing the OP units will be one but only one of many different ways that we can capitalize the transactions.

And when you look at the OP units that we’ve issued over the last 12 months, it’s totaled between Prince Street and the deal we did fourth quarter last year on Broadway, yes Broadway totals about $75 million of OP units. So there has been a fair amount of use of that currency over the last 12 months.

Great. Thank you, Todd. And then our next question is going to come from Jay Carlington of Green Street Advisors. Please go ahead with your question or comment.

Jon with respect to, I guess the lower operating cost benefit this quarter in NOI. Is that something that we become a kind of a more sustainable contributor to NOI as the pool of transitions to include more street retail? Just kind of wondering how, that given the lower expenses associated with street retail.

Yes, by enlarge for this quarter it really was more a function within the suburban portfolio. And it was just on a relative basis year-over-year, in the current year we just had lower repair and maintenance expense. So the brief answer is, don't look for this to be a recurring contribution. All that being said you're exactly right in terms of the overall characteristic of the street portfolio having lower expenses, but I don't think that certainly wasn't a driver of the expense savings this quarter.

So as a follow up, so as street retail becomes a bigger component does that benefit kind of contribute a little bit of the tailwind?

Perhaps slightly, yes.

And let me just try in, the expense saving piece Jay will be just one piece of that. What we're seeing especially as we're beginning to aggregate more and more buildings on a given submarket, that's true on our Rush and Walton in Chicago as well as Clark and Diversey in Chicago for instance. We are starting to see economies of scale, maybe not in terms of the specific expenses but then our ability to drive tenants move tenants around the host of other things that we're still in the early stages of seeing the benefits of that scalability, but the wind will be at our backs as that continues.

And then I guess the second question just Ken, you guys have been active in the tri-state area and Chicago market were pretty quiet with respect to transaction activity in D.C. metro area. Is that a company decision? Or is there anything maybe market specific going on there?

It's not a company decision, we like D.C.; we’ve come close recently on a couple of transactions. So if we had won, then that wouldn't be the case. I'd expect to see us continue to build D.C. street retail. With that being said there is a bunch of crosscurrents in D.C. that have made other types of asset less attractive to us. But for Georgetown, for a few of the other street retail components in D.C. we like that and if we can add to it.

Thank you. [Operator Instructions]. And our next question is going to come from Christy McElroy out of Citi. Please go ahead with your question or comment.

Just on the street retail line of questioning, regarding the Off Madison collection that you're buying in funds for that you talked about Ken. Can you talk about the difference in cap rates for these types of locations the Upper East side of Madison versus sort of right on Madison even in midtown. And you talked about $1,000 a foot on Madison. What sort of market rent for this type of space that you're buying?

Let me first not answer the market rent conversations at the slightly paranoid reason that if our retailers and their brokers that we’re currently negotiating with are listening or get the transcript they don't need to know my thoughts. But it would be at a meaningful discount and we can afford that. So in terms of cap rates, cap rates on Madison Avenue for relatively stabilized retail are below 4%. I said relatively stabilized because rents have continued to grow so substantially that it's kind of hard to gauge well now rents are fully stabilized. And the ability to remark to market many of those leases is much faster than in traditional suburban, so the buyers who are buying it's 4% are going to see substantially higher growth than elsewhere. That is not the play here nor does it need to be, these are both fabulous town homes/flagship opportunities for retailers and then on top of it will be office and or residential that is affording retailers the ability to have their boutique flagship, pay a discount but I did not tell you what that discount is, off of the rents I was quoting. And have a really unique presence and still attracting the -- and if you're standing on Madison Avenue and if you look east on 61st Street, you see this building and if you look west on 71st Street right next to the Ralph Lauren you see our other building. So it's not like a distant track, it’s a 100 feet as they're offered a real opportunity there. What cap rate we exit at call it five years from now, we will probably be more dependent on where interest rates are and exactly how these settle in the fact that these kind of assets or Madison Avenue trades up for and these probably are not that far behind it.

And on the Chicago street retail that you have under contract. Is that a portfolio or these one-off assets? And can you provide a little color around location and maybe perhaps growing yields.

So you like to trigger all of my paranoia, the deal is closed; I am low to talk about it. Obviously we have a quarterly call and the lawyers et cetera if it’s not a contract to discuss it. It is a contract for street retail that is very consistent with the other types of Chicago street retail we own, we're very excited about getting it closed, but it's still subject to the various conditions primarily lenders consent. So I am going to leave it at that other than to file this, Chicago has been a great city for us to invest retail in. We continue to -- we’re very pleased with the retailer interest in that city and we look forward to adding additional assets.

Just on location, I mean you talked a little about clusters when you talked about economies of scale, I mean are these assets nearby the assets that you currently own?

Yes. I don't want to be particularly polite about this nor a pain in the neck. It’s just that when deals don't happen, when bumps in the road occur, I don't want to over promise. Our focus and we have been pretty clear about where we’re acquiring in Chicago and where we are not and those markets that we are active in, we're going to remain active in. And I think we are getting only better at both in terms of deal flow, but also the synergies that are showing up whether it's on Rush Street, whether it’s out of North Michigan Avenue, Clark and Diversey, some of our other Lincoln Park assets. We’re going to continue to add to those and I think it will be very good for our stakeholders.

Thank you, Christy. And then our next question is going to come from Ross Nussbaum out of UBS. Please go ahead with your question or comments.

So I've got a couple of questions here. So let's first remind me when I think about the allocation between investments between the core portfolio and the funds and I see that in the core you put the Prince Street deals. And then into the funds you put the Off Madison deals. How do you figure out which of New York Street retail goes where?

Right. Very important distinction which is we cannot issue OP units in a fund structure. So when we had an end to the distinction between a leased but significant mark-to-market, significant lease up on Prince Street, it's actually is why is that not a fund transaction? Because the OP units are a arrow in our quiver but only in our public company quiver. So we then get the appropriate waiver and proceed on the public and same thing we did in Tribeca, Ross. In general the other side of it is you should think about our funds being opportunistic overall. Higher risk and higher return and in some instances the funds are going to be priced out of certain markets et cetera, certainly stabilized core would not be something the fund could do. Heavy lifting turnaround, where we’re fully vacating a building or pretty darn close to that, we ought to be able to get the returns so far we have. And since we as Jon pointed out, invest 20%, we can get the additional 20% carry if not as though all darn Off Madison is in the funds, we are going to hopefully make a lot of money for our shareholders as we turn around and stabilize those assets. So that is the distinction.

And the same I guess the same sort of related question on Bedford Green versus the Wilmington Delaware asset. Was there anything structurally that prevented Bedford from winding up in the fund or it was just more of a core asset from a cash flow perspective?

It wasn't that long ago Ross. You lived in Connecticut but there is a fundamental difference between dense suburban like Westchester and I love Wilmington. So Wilmington is a higher risk and more of a shorter term let’s buy it, re-anchor it and sell it. Whereas Bedford and Westchester, we are thrilled to own that for a very long time as we have for our White Plains Crossroads property or Greenwich, Connecticut et cetera.

If I am looking at your supplemental correctly, you are kind enough to give us the base rents for these new acquisitions. I am assuming those are gross ADRs, but that the net rent isn't going to be too far off. Am I looking at Prince Street and saying you are getting about give or take 2% cash yield going in on Prince Street?

Yes, not that far off because these rents, when these leases mature as I pointed out. If we mark-to-market at today’s, we’re between 5% and 6%. And if these market rents continue to grow and if you look at how they have, we’ll do an excess of 6%.

And the timeframe again was what on Prince Street as well?

Starting 2017. So Ross whenever you say, how come you’re doing all the high risks stuff in the funds? You see we’ve got some and this is whether it was Lincoln Road or otherwise that’s what it feels like.

And same sort of question on Bedford Green, if my math is right that’s a sub 5% cap rate going in on an asset that’s got 5.1% debt on it for another three years, help with that one.

There is a pretty significant pop in the not distant future and your math’s a little off on the net to gross.

So that stabilizes where do you think?

No, again north of the sixes.

Thank you, Ross. Our next question is going to come from Rich Moore from RBC Capital Markets. Please go ahead with your question or comment.

It seems Ken like when you make acquisitions in the Core; it’s a mix now of street and the other property types you kind of went through. And I’m curious going forward you’re about 50-50 at this point street and other property types call it suburban. Where does that go from here? Does that head to 60% to 70% street or you’re kind of half-and-half in your acquisition thinking?

No I think it continues to grow. This year we’re forecasting 70% street retail and 30% other and then the other keep in mind ranges from urban like what we just acquired in Queens, to dense suburban such as Bedford. So in all cases you’re talking about real dense major market acquisitions. But 70% is high street retail live, work, play retail that are retailers and the demand has been very strong. If we can achieve the roughly 20% growth per year and there is no promise that will occur it just pretty good right now in terms of deal flow, capital markets and our ability to execute. If we can continue that and if it’s anywhere from a two-third to 75% street retail which is also what our negotiated deal flow looks like. Then I would expect the street retail component to grow from 50% to 60% over the next few years. The urban to grow from its current 10% to probably 15% and then the balance will be dense suburban keeping in mind that we probably will also dispose of handful of our more traditional suburban centers, so that will then skew the numbers even further.

And then without getting you nervous with your retailers. I sort of get this feeling that street retail rents are growing unusually fast or maybe that’s just a miss conception, and there is obviously very little in the way of expense growth. So it strikes me that a 100 basis points higher same-store NOI growth for street retail over suburban seems a little bit light, I mean you can get 200 basis points higher by getting a regional mall. So am I missing something there?

No, you’re not. It’s semantics, but it’s an important semantic which is what we have said is that we believe that we will achieve a 100 basis point higher contractual growth. And so when we enter into a lease and we’ve done several recently on the street retail front we’re tending to get 3% contractual growth annually or 15% every five years that was just slightly different whereas in the suburban it’s about a 100% less. So if all market rents grew at the same level, if all retailers continued in their contractual obligations that’s where the 100 basis point shows up. What our experience has been to date is that in street retail we pick up about another 100 basis points. I can’t point exactly when it will occur because it means that a retailer is giving up their lease sooner than contractual or it means that market rents are growing faster which they have been on our street retail markets than in our suburban. But something is occurring as it has been and that thing is adding about another 100 basis points. And thus as we look at the different markets and compare them, we’re probably more inclined to think of it, more like a 200 basis point spread, but contractually I only want to talk about the 100 basis points, because that I can at least see in my projections.

So would you say that there street retail rents for good quality street retailer growing similarly to say what mall rents are growing at good regional malls like Roosevelt Field, something like that.

I don’t hold myself out to be a regional mall expert, from the conversations I have with my friends who are. I think street retail rent for the great streets are growing faster. But that will vary and the A mall business is going to always be very important part for many of our retailers. It’s just that as they’re discovering the significant benefits of street retail and there are in some used distinctions that’s growing faster. I mean although for instance in our Lincoln Park properties we signed Bonobos who years ago had no physical locations, we just signed Warby Parker saying think, they’re probably several years away from showing up in a meaningful way in the more traditional mall, that they want to be on these high streets and we want to own that kind of real estates.

Great. Thank you. And at this time Ken we have no further questions. So I will like to turn the call back over to you for closing remarks.

Great. I’d like to thank everyone for taking the time to join us today and we’ll speak to you all again soon.