Good day, ladies and gentlemen, and welcome to the Acadia Realty Trust First Quarter 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded I would now like to turn the conference over to your host, Sam Payette. Please begin

Good afternoon and thank you for joining us for the first quarter 2018 Acadia Realty Trust earnings conference call. My name is Sam Payette, and I am an analyst in our Acquisitions department. Before we begin, please be aware that the 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 May 2, 2018, and the company undertakes no duty to update them. During this call, management may refer to certain non-GAAP financial measures, including funds from operations and net operating income. Please see Acadia's earnings press release posted on its website for reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures. Now, it is my pleasure to turn the call over to Ken Bernstein, President and Chief Executive Officer, who will begin today's management remarks.

Thank you, Sam. Great job. Good afternoon. While there is certainly plenty to talk about with respect to the capital markets and the transactional environment. As it relates to retail real estate, including here at Acadia, understandably, all eyes are focused on leasing trends and on operating fundamentals. So today, I'll focus the majority of my comments on the progress we're making with respect to important leasing in our core portfolio, as well as relevant trends in retailer demand. Then John will drill further into operating metrics and balance sheet strength and finally, Amy will discuss the progress we're making in our fund platform. Beginning first with our core portfolio leasing. As the year progresses, while challenges certainly remain in retailing, we're seeing continued improvement in tenant demand, and this is then translating through to increased leasing activity. As we discussed on our previous call, we have about 200 basis points of core occupancy that we got back over the past year and that we're in the process of re-leasing. As John will discuss in further detail, upon rent commencement, this lease-up is projected to contribute approximately $8 million of annualized net operating income or NOI. Thankfully, our re-leasing is not just replacing lost occupancy, or replacing lost NOI, but even in this volatile environment, we're adding incremental NOI such that this $8 million will be higher than prior comparable NOI. On our last call we said, of this $8 million, roughly a third was leased, another third was in lease negotiations. And the final third was being marketed for lease. As of today and based on the same $8 million of annualized NOI, 60% is leased, 20% is in lease negotiations, and then the balance is still on our to-do list. Thus, as we look at our lease-up progress…

Thank you, Ken, and good afternoon. I'm going to start off by drilling into a few additional details on the lease-up that Ken discussed. So to reiterate, this 200 basis points of occupancy is anticipated to generate $8 million of NOI on a run rate basis. Of which, 5 million of the 8 million has already been executed. Further, of the 5 million that has been executed, $2.5 million to $3 million is expected to show up in 2018 with the balance in 2019. So now moving on to how we see this lease-up impacting our 2018 quarterly same-store NOI. Starting with the first half. We are reaffirming our expectation a negative 2% to 0%. As we've previously guided, the first two quarters continue to reflect the impact of the 2017 occupancy recapture. And as I will discuss in a moment, rent commencement on our recent lease-up won't kick in until later in the year. So in terms of the second half of the year, we continue to see growth of 2% to 7%. Now, getting ever more specific on quarterly timing, our current model has Q3 in the 2% to 3% range with the fourth quarter trending towards the mid- to upper-end of the range. Now, keep in mind that the width of this range, and where we ultimately land is driven almost exclusively by the timing of rent commencement on these new leases. So now I want to spend a moment on the value creation from this lease-up. Upon execution of the $8 million of run rate NOI, we see an incremental $1.5 million of NOI above what we are previously collecting on the space. I also want to highlight that a fair amount of the space that we have and anticipate leasing will be classified as non-conforming.…

Thank you, John. Today, I'll review the steady and important progress that we continue to make on our fund platforms, buy-fix-sell mandate. Beginning with acquisitions, as discussed on several calls, our funds have been pursuing a barbell strategy, acquiring both high-quality value-add properties and high yield or other opportunistic investments. Our 2018 fund acquisition guidance is 200 million to 700 million. As previously discussed, in the first quarter, Fund V acquired another high yield property for 45 million. In general, for these types of assets, acquisition cap rates are still between 7.5% to 8.5%. We recognize and appreciate the inherent risks of these higher yielding shopping centers, but at today's pricing and by remaining selective, we are generally able to buy these assets at a discount to replacement cost, and in some instances at a price per foot that would indicate that we are getting the land for free. As we contemplate further construction cost increases, we feel good about this cushion, which creates barriers to entry. To date, we have allocated approximately 20% of Fund V's capital commitments. This leaves us with 1.2 billion of dry powder available to deploy through the summer of 2021. This is a slower pace than we originally anticipated, but with the private market still in transition, we feel like the best buying opportunities for our fund platform could still be in front of us, especially considering the disruption we are seeing in the retailing and REIT industries. So, we are remaining disciplined. At the same time, as we evaluate potential value-add opportunities, we are carefully listening to our retailers to learn where their future needs might be and thoughtfully watching, particularly as certain retailers liquidate their owned real estate. Historically, we've been very active and successful on the value-add side of the barbell,…

Thank you. [Operator Instructions] The first question is from Christy McElroy of Citi. Your line is now open.

Hi, good afternoon guys. Just a follow-up on the second half trajectory in the 2.5 million to 3 million of NOI commencing, that's obviously not annualized number. So maybe you can give us a better sense for sort of your expectations for commencement timing? How much NOI will actually - do you actually expect to flow through in 2018? And what are your expectations for move-outs that could potentially offset the new lease commencement? So we talked a lot about the new NOI coming online but then there's the move-out side of it.

Hey, Christy. So, the 5 million that was what was executed. So we executed annualized 5 million, of that 5 million roughly half or 2.5 million to 3 million is showing up in 2018. So that is the 2018 impact, the 2.5 million to 3 million. Does that answer your question?

Yeah. I got it. Okay.

Yeah. So that is what's showing up. And then in terms of move-outs, we have a handful of them, but nothing significant for the balance of the year and that's been factored into our expectations.

So are there hard moving dates written into your lease agreement in terms of rent collection?

No, I mean, a lot of them are dependent upon getting permits and getting work done and what we have good estimate of when we think we can turn it over and start collecting rents. So it is somewhat out of our control as to when we get various permits to allow our tenants to move in.

And then how should we think about the CapEx spend associated with these higher rent street retail deals, whether it's TIs, or landlord work? You talked about them being non-comp from a spread perspective. So are those - obviously, there's a lot of split up work going on here. If you get that space ready for commencement. And what impact might that have on your free cash flow after dividend as we think about 2018, 2019?

Absolutely. So I think in terms of total dollars, Christy, I think these are very traditional leases in terms of term and cost. On the suburban piece of it, and I think as we mentioned about 75% of what we signed is on the street and urban, and the balance being suburban. So starting with the suburban piece, that is in the ballpark of $30 a foot, which is what we have seen historically. Street and urban, obviously, much higher AVR probably closer to the $65, $70 range on the blend. We're going to spend a bit more, probably pretty close to that in terms of on a per square foot basis, given the higher rents. So I would say, all in, my expectation is, we're going to be around $7 million as we fully lease up this $8 million of NOI and that is in the - that number that I gave to generate the $20 million of incremental NOI is the spend that we take to get there. So, overall, it's well aligned with what we've seen historically.

And just to --. It's Ken, Christy. Just to clarify, the street and urban cost to get a tenant open as a ratio of rents is in fact lower than we experienced on the suburban side because, obviously, the rents are multiples and the TI cost increase, it maybe twice in some cases, but it's certainly not the same type of multiples.

Got you. That's helpful. Thank you, guys.

Thank you. The next question is from Todd Thomas of KeyBanc Capital Markets. Your line is open.

Hi, thanks. Good afternoon. The first question, Ken, in the release last night, you noted that you're being selective in the funds and expect the disruption in the industry to translate into actionable opportunities. And I was just wondering, if you can expand on that a little bit. I know you've participated in RCP deals in the past, I didn't know if you're alluding to something along those lines or something else. May be you could just describe a little bit more about what you're anticipating to happen here?

Sure. And so, in the retail real estate world overall, there is plenty of disruption. Any of us in the public markets certainly see it in stock prices, but then on the retailer side, there is certainly plenty there. Toys"R"Us, for instance, being an owner of 300 of their locations would be consistent with past deals we've done such as our participation in Mervyns and Albertsons. The critical piece there is, obviously, picking the right assets, making sure that the demand for those assets is there in terms of new retailers. And thankfully, we're starting to see that. As I had mentioned, 2018 from a retailer interest perspective, feels better than 2017. So one level of disruption could be retailers going out of business where they own a bunch of real estate, and we can acquire that real estate, re-tenant it, redevelop it, which is certainly within our wheelhouse of core competencies. And then there is the disruption in the capital markets. There is still plenty cash out there for real estate, but we're seeing, I would argue too many, institutional investors on the sidelines as it relates to retail real estate. And so, there are buying opportunities for that period of time that retail real estate remains in disfavor and you're seeing Amy touched on that, we're having to be selective. But there is decent to good deal flow on that side and we'll see where that brings us, there are the potential for portfolio transactions were capitalized for that, and then there is the reality that there may be one-off transactions and we're certainly positioned where we can take advantage of those.

Okay. That's helpful. So far in Fund V you've focused and allocated capital mostly toward some of the high yielding deals, as you kind of think about that opportunity set that you just discussed. How should we think about what's either likely to materialize and - or how you're thinking about allocating the remaining capital for Fund V going forward?

Yeah. I'd be surprised that we don't go back to our roots of value-add and redevelopments of some form or another. But we do need to be cognizant of - we need tenant demand, whether it's retailer or others in our mixed use, you need to see of an occupant there in order to make - how that make sense and that's just beginning. We don't want to wait too long because then we'll miss opportunities. And then the other side of it is, for the great locations, we have not seen sellers respond to the disruption that we're certainly seeing in REIT world. So you also need sellers ready to transact. It does feel like we're getting closer to that. But as I compare notes with fellow CEOs, other investors and just in general, everyone's amazed at the lack of capitulation in terms of some of the good to great locations where I would expect over the next couple years for you to see us participate, but we need both of those stars to align.

Okay. Got it. And then just a question for John, maybe I just wanted to back up a bit. I realize you're focused on the 8 million of NOI here. But previously, there were three buckets that were expected to generate the $20 million that you're talking about here over the next few years, it was 5 million of re-tenanting, 5 million from redevelopment and 10 million from contractual rent increases. How should we think about the 8 million of NOI in the context of that $20 million NOI bridge that you've previously discussed? Well, I guess, said another way, if the 8 million is for re-tenanting, I guess, can you break out the remaining 12 million of growth and help us kind of understand some of the moving pieces a bit better, I suppose?

Yeah, absolutely. So if you think of the 20 million, start with 2018 NOI. So presume this year we end at $133 million worth of core NOI, which as I mentioned in the call, $3 million of that 8 million shows up in 2018. Right? So if we think of 20 million grown off the $133 million, which gets you to $153 million, an incremental 5 million shows up in 2019. So I think that's - of that 318, and then 5 comes towards the 20. So, think of a quarter of it is going to be related, of the 20 is going to show up related to the lease-up. Redevelopments, Todd, we think that's going to be in the $6 million to $7 million range in terms of a redevelopment and then the balance $9 million to $10 million, which is - this is roughly 2% contractual growth of portfolio producers gets us to the balance of slightly over 20 million. So it's growing off of '18.

And, Todd, from my perspective, as well as the costs come in more or less as we project and the 20 million shows up exactly how we characterize it may shift based on changes in opportunities. Embedded into this portfolio, just to be clear, our other redevelopment opportunities down the road, if they show up and they become full blown redevelopments, we talked about one of our suburban properties in Westchester for instance, if that shows up, it will shift the overall context, hopefully, it increases the NOI. Hopefully the costs are not so great, but do expect this to move a little bit. But I do appreciate you wanting to see the clarity of show us the 20 million, and I think John has done a good job of outlining at least in the first stages for 2018,'19 where it's going to be, then watch City Center, watch Clark and Diversey, because those are the key drivers right now on the redevelopment front.

Thank you.

Sure.

Thank you. The next question is from Craig Schmidt of Bank of America. Your line is open.

Yeah. I was wondering about the - some of the new retailers, particularly some of the screen-to-store concepts. Are they paying full rent relative to what you think your space is worth? Or do they feel they haven't leveraged, given the they fit in that new and growing category? And how do they view the entire spectrum of returns happening in that stores and how that affects the overall sales?

So let's start with rent, these are generally traditional leases. If any of those retailers are listening, let me be crystal clear, you are not paying us enough rent. That being said, they are paying market rent and they are smart enough to figure that out. So, these are not percentage rent deals for - in the vast majority, these are traditional leases where retailers are now - these new up-and-coming brands are recognizing the importance and the power of having a store. Early movers and we talked about Warby Parker, they were able to look at their data, understand their sales, understand the benefits of a store vis-a-vis the cost-per-acquisition of a customer online, understand the benefits of retaining that customer, converting that customer, upselling, brand loyalty, all those things and they could measure how important, how profitable a location could be for them. As best I understand, when I'm talking to these retailers and in conversations, and many of you have been to conferences where you've heard them speak, these stores are very powerful, very profitable. They could afford to pay us a lot more in rent. But these are smart business people, and they would say if the market rent is $60 a foot, we'll pay $60 a foot. That being said, where we are seeing a real benefit in Lincoln Park, for instance, Craig, which you're familiar with, as one of them shows up and then another, and then we see three or four others and that clustering occurs, there - then I think there is a real benefit to all of them and we'll start to see that improve our rent that we're getting plus the growth going forward.

And generally we've seen a better sales coming from the first quarter earnings. Are you seeing better sales in your urban and high street environment? And is your expectation that the remainder of the year will remain strong?

We don't get the same quarterly sales per location in our suburban or urban street that you would see, let's say, in the enclosed mall. So I'm really not in a position to other than anecdotally say that, in general, our retailers in 2018 from what they're seeing so far feel pretty darn good.

Great. Thanks.

Thank you. The next question is from Michael Mueller of J.P. Morgan. Your line is open.

Yeah, hi. I guess, first I have a housekeeping question, in the Sub on page 18, the guidance page, there is nothing on there other than just the FFO amount, is that something new that you're doing or a glitch your - and did any of the numbers change?

Yeah. So, Mike, I think what we just did was reiterating that we kept the range of $1.33 to $1.45. No updates from one we did it last time. So there is no - nothing that changed. We just made that very simple.

Got it. Okay. And then, I guess, in terms of buybacks, I think - curious how you're thinking about what's the right level of buyback activity that you can accommodate in a year or a quarter, just how do you arrive at that number?

There are a host of limitations on a normal buyback separate from decades ago, we did a Dutch auction and bought back a third of our flow. But putting aside any of that, there are general limitations such that we're only able to get a certain amount of the volume. I think what you've seen in terms of what we reported to date is kind of consistent with that. We have authorization for a $200 million buyback to date, we've done just over 50 million. That's kind of the pace other than I recognize its implications to our flow, I recognize the implications pros and cons of buybacks in general. But when we see a disconnect like this, we felt it was important to do.

Got it. Okay. That was it. Thank you.

Sure.

Thank you. The next question is from Vince Tibone of Green Street Advisors. Your line is open.

Hi, guys. You touched on this a bit in your prepared remarks, but can you provide a little bit more color on what you're seeing in terms of cap rate, buyer pools, financing for the higher yielding fund assets? And do you think higher debt cost have had any direct impact on pricing as of yet?

So let's start with debt cost. I would think it would because the buyer pools in general for this are levered buyers. In our case, we use 2 to 1 leverage. So it has some impact on how we think about it. The debt markets have been fairly available with the CMBS markets re-entering in many instances, we're not using that, but they are there providing competitive capital. So the proceeds are available, cost of debt is a bit higher and I think that probably translates through in terms of the pricing. Cap rates, as Amy mentioned, are in the 7.5 to 8.5 range in general depending on the growth, depending on the stability, depending on the quality of the asset. We still are not seeing any significant re-entry by the kind of opportunity funds or other institutions that we'd expect to see playing in these kind of opportunities. I can't predict when they do. Anecdotally, I'm seeing a few folks showing up at bidding, but it's not meaningful. We're also, obviously, not seeing or the public markets, other REITs participating in acquiring this, they are net sellers of these assets, and we're not seeing the non-traded REITs, which have historically been an important source of bidding and a great place to sell assets into. So there is still a mismatch of equity versus opportunities, and we're seeing enough assets trade that we feel comfortable that there is at least a market here. So if you're trying to sell assets, I do think it's a good time to sell, please call us. And from a buying perspective, we're seeing just enough and we'll continue to be selective unless there's some significant changes.

Well, that's very helpful color. Thank you. Just switching gears a bit. Can you provide an update on the current leasing environment in SoHo? Have market rents found a clearing price yet or there is still wide bid-ask spread between landlords, especially the ones who maybe purchased a few years ago and retailers?

It's a fascinating market, I wouldn't limit it to just SoHo, we're seeing - and New York City was by far the most volatile, had the highest level of growth where rents doubled in the course of four or five years, which at the time we're saying rents are growing too fast and then they have fallen. For some landlords, they are so unrealistic that the bid-ask spread will remain wide for a very long period of time. We are starting to see a few good signs, so there's other landlords are being realistic, some retailers are subletting and they are certainly being realistic because they have recognized that that store is not consistent with their growth. So we're seeing some retailer show up. The most important thing I'd say comparing 2018 to 2017 is we're seeing real retailers showing up, recognizing that rents are cheap relative to a few years ago and importantly recognizing these are rents that based on our rent-to-sales basis, based to what it does for the brand and based on all the other metrics they are thinking about, they are now saying it's time to show up. So I would expect to see in SoHo what we've seen in Madison Avenue, which is real retailers saying we're ready to pay rent, we're ready to show up and we're ready to be here for the long run, put the money into our stores, put the money into our sales staff, put the money into our products and that's what I would predict for the right locations in SoHo, including ours.

Okay. Thank you. That's all I have.

Sure.

Thank you. The next question will come from Floris van Dijkum of Boenning. Your line is open.

Thanks guys for taking my question. Ken, I just wanted to follow-up on a comment you made earlier about your view on the private market and why you are very slow in buying and you think that the private market needs to correct it. At the same time, you think the public markets are mispricing REIT shares, in particular your shares because you are buying back the stock. Do you think that the consensus NAV for you is too high and it could go lower or do you think that the - or do you think conversely that how much more - where will the public markets and private markets intersect in your view? And when do you think that timing occurs?

So let's start with the first piece of this, which is - it is very possible to hold these two stocks at the same time and be correct, which is that the public markets have overreacted, they were directionally correct in predicting either the impact of interest rates or the impact of some of the retailer issues. So they were correct directionally but overreacted. At the same time, the private markets have been slow to adjust downward and there will be, to your question, some point of intersection. I can't tell you exactly when, it will be different for different sellers, it will be different for different buyers because we still see capital, sovereign capital institutions coming in willing to have different returns, then I would think by shareholders or our investors deserve. So it won't be one size fits all answer. That being said, for the highest-quality assets, I have been surprised at the lack of motivation of sellers, some of that is because compared to other corrections that we've gone through, we're not seeing traditional first mortgage lenders having been too far over their skis. So you're not seeing a foreclosure-driven disposition process. What we are seeing, our public company shedding assets on the high yielding side and sellers on the private side selectively deciding that it's time to test the market. If I were to predict, I'd say, we are getting much closer to that convergence point defined as not REITs being able to buy. I don't want to get into consensus NAV, REITs could be at a discount to NAV or they could not. But we are seeing on the private side, now that there is better clarity as to where net operating income could stabilize and where growth could occur, sellers are saying, fine, I don't have to debate where rents are, now I just have to debate where cap rates are and we're starting to see that dialogue bear fruit. So if I were to predict, I'd say over the next 12 months, you will see transaction activity kick in in ways that in my prepared remarks, I said, we have not yet seen.

Great. And then maybe a follow-up question, which, I guess, is related. But clearly be - there has been a lot of disruption and some could argue that much of that disruption had - has clearly impacted REIT shares. But has higher rates - I mean, we're talking about 10-year at 3% or right around that level. But if rates - because of stronger economic growth were to go up even more, what do you think that does to values?

I don't know. What I would tell you is, in your construct, if we are seeing increases in interest rates as a result of an improvement in the economy, given that the consumer is a big chunk of that, plus or minus two-thirds, I think that's probably okay. And for those of us with assets already built and open and cash flowing, then that's probably okay. What I worry more about is stagflation in some form or another. What I worry about is if we had a lot of shovels in the ground on new development, the cost inflation of construction, which has been meaningful. But if under your scenario, the economy is getting better, then I think for the right locations, we're going to actually enjoy re-inflation, I know our retailers will, because deflation stinks. And so, while we might have to bear with it in terms of where the 10-year treasury goes, if we can grow our rents and I believe we can, in excess of inflation and for our best locations, I believe we can because our retailers can grow their sales, we feel pretty good.

Great. Thanks.

Sure.

Thank you. And at this time, there are no further questions. I'll turn the call back over to Ken Bernstein for closing remarks.

Thank you all for taking the time to join us today. We look forward to speaking to you next quarter.

Thank you. Ladies and gentlemen, this concludes today's conference. You may now disconnect. Good day, everyone.