Good day, ladies and gentlemen, and welcome to the Fourth Quarter 2017 Acadia Realty Trust Earnings Conference Call. [Operator Instructions] As a reminder, this conference call maybe recorded. I'd now like to turn the conference over to Jarette Seligman. You may begin.

Good morning, and thank you for joining us for the fourth quarter 2017 Acadia Realty Trust earnings conference call. My name is Jarette Seligman, and I'm a Leasing Representative in our Leasing Department. Before we began, please be aware that statements made during the call that are not historical maybe 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, February 22, 2018 and the company undertakes no duty to update them. During the 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. President and Chief Executive Officer, Ken Bernstein, will being today's management remarks with a market overview and discussion of the company's core portfolio, followed by Amy Racanello, Senior Vice President of Capital Markets and Investments, who will discuss the company's fund platform. Then Chief Financial Officer, John Gottfried will conclude today's prepared remarks with the review of the company's earnings, operating results and balance sheet. Now, it is my pleasure to turn the call over to Ken.

Thank you. Good morning. When we go through a multi-quarter stock correction, as we have over the past year, it's appropriate for us to carefully review what's working in our company and what isn't. Over the past year, we've faced concerns regarding weakness in bricks and mortar retailing and now more recently concerns about inflation and rising interest rates. From our perspective, while we appreciate the concerns around both retail fundamentals, as well as bond market jitters, we believe the market has oversimplified and overreacted to both of these concerns. And given the embedded growth in our core portfolio from lease-up and redevelopment, given the strength of our balance sheet, given the dry powder in our Fund platform, we're confident that we're well positioned to create long-term growth, even as the long-overdue shakeout amongst retailers plays out, and even as the reinflation of the economy progresses. As we think about our company and how it's positioned, there are two key areas of differentiation and both are pros and cons to them. First of all, is the fact that we operate under a dual platforms more specifically that we operate a solid core portfolio, and a discretionary investment platform. Then a second area of differentiation is in fact the composition of our core portfolio and I’d like to spend a few minutes discussing that today. Our core portfolio is concentrated in five key gateway markets; Washington DC, New York, Boston Chicago, and San Francisco with Street and Urban retail assets representing about 70% of our core values. Now given all the noise and the confusion around street and urban retail, it's easy to lose sight of the strength of the stability the embedded growth and the long-term demand for this kind of real estate. So with that in mind, I'd like…

Thanks Ken. Today I will 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. During 2017, our Fund platform acquired 203 million of properties. This is at the low end of our original 2017 fund acquisition guidance of $200 million to $600 million. In the fourth quarter of 2017 and year-to-date 2018 Fund V acquired or entered into contracts to acquire two more high-yield properties for an aggregate $107 million. Our volume says it all, we remain highly selective. Last year's distress do not create actionable investment opportunities. As we begin 2018, cap rates for suburban centers in non prime markets continue to move up. In fact, asking cap rates for these types of properties are up 50 to 100 basis points from a year ago, an indication that sellers are becoming more realistic. We are seeing plenty of deal flow especially non supermarket anchored centers. Our usual competitors still haven't shown up although we don't expect this to be the case forever. Given retail and cost currents, we will continue to proceed with caution although we’re optimistic about putting capital to work. To-date we've allocated approximately 20% of Fund V capital commitments. This leaves us with 1.2 billion of dry powder available to deploy to the summer of 2021. So far all of our Fund V investments has been high yield. Despite the movement in rates, due to our strong banking relationship, we've been able to finance 65% of our purchase price at an all-in cost of 4% to 4.5%. With acquisition cap rates between 7.5% and 8.5%, this means we…

Thank you, Amy, and good morning. I'll start off with a discussion of our fourth quarter performance and key metrics, and then close with an overview of our 2018 guidance and balance sheet. Starting with our earnings, we came in above our expectations at $0.35. This was driven by $0.02 of activity primarily within our fund business. More importantly, our full year FFO excluding net promote income grew by approximately 5% in 2017. This growth reflected the full-year impact of the accretive acquisitions we executed in 2016. Now moving on to our occupancy. Consistent with our expectations, our occupancy ended the quarter just under 94%. We believe that our occupancy now reflects substantially all of the space we had anticipated recapturing. As Ken mentioned, although we still have some work to do, we're seeing meaningful traction in our leasing efforts. Based upon our current leasing status, we are anticipating the bulk of our high dollar street leases to be in place in the second half of the year. From that, we see roughly 350 to 240 basis points of NOI growth coming from our lease up with a high dollar leases anticipated to start showing up in our earnings in the second half of the year. During the fourth quarter, we signed over 40,000 square feet of space within our core portfolio with strong cash spreads of approximately 3% at a fairly nominal cost of $6 a foot. Now moving on to our same-store NOI. As previously discussed, the fourth quarter same-store NOI reflected the full impact of the declines in occupancy that occurred throughout the year. It's worth noting that if you stripped out the noise from these occupancy declines, our same-store NOI would have otherwise grown approximately 3% for the fourth quarter and for the full-year, with our…

[Operator Instructions] Our first question comes from the line of Christy McElroy of Citi. Your line is now open.

John, just wanted to reconcile some of the comments that you made regarding the leasing and the same-store NOI trajectory sort of in the second half. You had said that you expect the majority of the street leases to be in place in second half does that mean commencing rents. And what does that imply for how many leases you’ve signed today. You’ve talked about these 11 street retail leases maybe you could just kind of walk us through what needs to happen to sort of get to that. And thinking about the 2% to 7% range what sort of realistic, it seems like if you're still working on the leasing today will take longer for that rent to commence?

Yes, I think - and Ken sort of outlined in his speaking points that we are in various stages of whether it’s NOI whether at lease et cetera. So what we don't have each and of those signs which is why we have the wide range given the high AVR we do have - we’re at point where we do have increased confidence that we could get there and - to get to higher end obviously means we have the rents in place and you know mid towards the toe-end of third quarter to get to where we want to be. But we are seeing - are seeing optimism we are trading paper back and forth with potential tenants that we do have additional optimism. Ken if you want to add on to your points, but good chunk of them in active discussions and negotiations.

And Christy you’re right to focus on the rent commencement date because that will be the critical determinants for what the - each quarter, each month same-store NOI looks like. The good news from my perspective is and it’s been relatively recent it really was. After the holiday season retailers came back and said we want these kind of locations there at realistic rents, we’re at realistic rents so now it really boils down to what the rent commencement date will be and that will determine whether it hits in the third quarter or the fourth quarter. What I remain very confident is that it's going to hit. And so from a net asset value perspective we’re going to get there. To your question though the timing as it impacts third or fourth quarter to your modeling I get that those will be critical. As soon as we have set rent commencement dates we’re going to let you all know.

And so related to that, if just look at the FFO reconciliation on Page 5 which is really helpful. If I look at that core NOI the growth that's implied there is, at the midpoint just over 1%. So I think its 0.8% to 1.3% so how should we think about that and the build up to FFO relative to that. Same-store NOI growth range of 1% to 3% it seems like to me that the upper end of that 1% to 3% range is not currently in your FFO guidance?

Keep in mind Christy though that City Center is a big negative that came out so we got that space back in January this year and as I mentioned on the third quarter call was over $0.04 of FFO so $3.5 million to $4 million. So you have to factor that movement into it. And the only way that this growth coming into the back half of year I don't think - unless I have a huge, it will have a big impact on quarterly metric, then - our pool and $300,000 moves us 100 basis points in a quarterly basis. Really from an FFO and NOI perspective, it's not totally meaningful in 2018 when we have it back ended in the second half of the year.

Our next question comes from the line of Craig Schmidt of Bank of America. Your line is now open.

You sort of touched on this but I'm curious what the change in the attitude from the retail tenants for leasing in spring 2018 versus 2017 I mean is it more attractive rents or is it that their view of the consumer has improved?

I think it's a host of factors, and I don't want to pretend to generalize for every retailer, but the holiday season was stronger I think that’s a plus. Retailers are feeling better about the economy the consumer is positive that’s the plus. Then what had happened in 2015 rents got too far ahead of themselves 2016, 2017 no retailer wants to catch a falling knife if they think rents are going to decline in perpetuity. And so a bunch of them were on the sidelines either because of their own business issues, but also because there was this feeling Wow rents are going to continue to decline, the headlines and the media were horrible. And at some point in the past couple of months retailers recognize these are essential stores, essential for their brand, these are profitable stores at today’s rents. And so rather than waiting to see how much cheaper they can get we’re seeing retailers step up in Chicago Craig, that – early with T.J. Maxx, because they had tremendous amount of confidence in their business. And we’re building a new building for them on Clark and Diversey because they said yeah this rent works. We’re going to relocate to this because it will be profitable. And now you're starting to see it in some of the more volatile market like Madison Avenue like SoHo although those rents grew way too fast for too long. So they had further to drop, but as it relates to the retailers we’re dealing with and the spaces we’re dealing with we’re now finally seeing real retailers step up and realistic rents. And from a long-term real estate value creation perspective that’s what we want.

Turning to a City Point I know you’re trying to do something unique on the first level, I wonder how leasing was going on that first level of City Point?

It is finally gaining traction and thank goodness the food hall is crushing it. Alamo Drafthouse upstairs is also doing significantly better than anyone could have reasonably expected. So it's bringing in the kind of shopper that we want to see show up here. Because what we have said for a while is we want to on the street level differentiate Prince Street from Fulton Street. And Fulton Street is doing just fine, but there's all of these new resident in Downtown Brooklyn who clearly have a desire for new type of shopping experience and we’re proving that out. The negatives have been and if anyone has walked around Downtown Brooklyn it still a construction zone. So I’d say almost half of our best retail street GLA is still burdened by scaffolding and other new high-rise development that's going on. It’s hard to complain about all those new residents coming in because sooner or later they translate through to our shopper. But that has caused a delay in the kind of retailers. So in short the leasing team is talking to a bunch of really interesting primarily newer concepts which we find exciting. We’re seeing the foot traffic whether it’s Alamo Drafthouse or Target. We’re seeing the shoppers in the food hall and in Century 21 so this final piece will fill-in it's just taking longer than we’d like.

Our next question comes from the line of Todd Thomas of KeyBanc Capital Markets. Your line is now open.

First question just back to the same-store growth forecast. John in terms of that 2% to 7% growth – it's the low end of that, essentially, that nothing gets done if there are no additional rank commencement beyond what’s already you know planned and the high end and that all the remaining leases are signed today. I guess I’m just trying to figure out how we should think about the potential range of outcomes within that 2% to 7% range?

That's a pretty fair way to think about it, right? So I think we look back to – what we talked about in third quarter there were roughly in aggregate of 30, 30 some leases and others 30 we highlighted about 10 of them which were the biggest the drivers – of those. So I think that’s the pool we’re talking about some of those have since been signed others are in very active negotiations. So I would say when you look at – to get to that 2% to 7% assuming we don't get to a rent commencement date we’ll be much closer to the two but based off of our current guidance and expectations, we do have a level of optimism. We’re going to be above that.

And let me just chime in Todd to remind everyone and we touched on this before. It is so rent commencement date sensitive and I appreciate why it's really important and of all the different metrics out there same-store NOI growth is as good as the next one. But what I don't want anyone to do is lose sight of that difference between two and seven in the second half is couple million bucks of NOI. It's a few pennies of NAV we care desperately about this. Hopefully, no one on our leasing team is listening right now because I want them out there leasing, but we care desperately about this, but I don't want to over emphasize or put too much pressure on a rent commencement date when our focus, long term, is creating this above average growth, and there will be periodic downturns unfortunately this one occurred simultaneously with the retail Armageddon and apocalypse that has scared the heck out of everybody.

And Ken you commented that - a collection or portfolio of Street retail properties – it just hard to assemble would command the premium in the market today. Do you have any indications around what that premium would be any sense there?

Yes, there has been enough discussions of high three caps going to low four caps I get that. There is enough transactional activity out there for high quality portfolios but, while I don't want to put a specific number on it. Keep in mind of our street and urban which is 70% of our overall portfolio. And we walked through those top 10 corridors right so roughly 40% of our street and urban is North Michigan Avenue, is State Street, Clark and Diversey, Rush and Walton corridor 20% is two urban shopping centers in San Francisco. 10% is Manhattan Street retail wad all of the volatility that we've been talking. And then roughly 5% is in Georgetown that 2 billion plus portfolio our view is worth a lot of money should be - should throw off superior growth so that's why we're in this business. And there will be in almost any period even difficult periods in the capital markets like right now, there should be strong institutional interest for that kind of portfolio.

And then just lastly I was just curious in terms of the retailers sort of stepping up a little bit after the holidays after the tax plan was past. Conversations for space in your portfolio changing at all you know in regard to CapEx spend who is willing to handle what just given the sort of the bonus depreciation?

It has not translated to that - the big difference I think is a bunch of our retailers as a result of corporate tax reform are feeling better. I would also then say even if it’s not just because of that because at the real estate negotiation level they don't stay as a result of tax changes. Now we can do more, pay more but they are more enthusiastic, but it also is because the consumer is feeling good. And it is also because the shakeout is occurring it’s been blurry for a while have not retailers continue to have not. And I don't see that changing, but those that are figuring it out, that are appreciating the fact that having a bricks and mortar location is somewhere between preferential and essential to having a profitable business, is working to our benefit. So we are seeing a range of retailers from the predictable and strong TJ Maxx’s of the world to the Trader Joe's to the Target who is doing a very good job of focusing on urban markets and is going to succeed in that. To some of the new what we call screams to stores but formerly online and you’re seeing them populating Amy touched on that as it relates to on Armitage. So there is a level of confidence and conviction out there that we saw – are seeing now in January that we didn't see in September, October, November and that's very reassuring.

Our next question comes from the line of [Han Xin] of JPMorgan. Your line is now open.

Just digging into the properties I was wondering if you could talk a little bit about how leasing is going in the Madison Avenue property. And how much of NOI is still expected to come online for City Point?

John, why don't you take the Madison Avenue first? And then Amy you can talk.

Yes, sure so on Madison somewhere to what Ken was talking about that is another quarter we are seeing interest in that is one of the - when Ken mentioned the pool of leases that are in negotiation to discussions that is one we are having active interest in and seeing the right type of retailer that we expected to show up, show up there. Other thing I wanted – and we’ve talked about this before was with Madison s from a – was very impactful given the size of the rents on our quarterly metrics. Our dollar investment in Madison the way that was structured with a pool of equity in ground rents was under $10 million. It’s a small NAV perspective, but I’m going to appreciate that it is a big, NAV driver so wanted to highlight that but – also just from a leasing perspective we're seeing attracted interest from the type of retailers that we went into this we were hoping to capture.

And let me just add a couple things so that people don't confuse those assets on Madison Avenue that are in our fund platform that don't show up in our NOI same-store NOI et cetera. Although often I wish they did because by six we lease it up and then we sell it and usually the growth is obviously significant. We have I believe it's in the core only the Carlyle and John just touch on it - the structure being preferred is a relatively small amount of NAV. We have four spaces and we are currently in active discussion on three of the four so to be very specific about it. Hopefully it happens, it’s very rent commencement date sensitive, but for those of us who walk up and down Madison Avenue when we see Acadia has a bunch of stores most of those were in our Funds and thankfully we structured those deals correctly. They should be fine, but that's not what, is in our same-store NOI as it relates to City Point.

As we’ve discussed on previous calls on a square footage basis we’re roughly 70% on leased but on a revenue basis we’re roughly half. So we still see a lot of revenue that is yet to come online. We’re seeing the right kind of retailers express interest as Ken discussed. We’re really thinking of this property not just in the first ground-up lease-up, but also over the next five years and 10 years where do these rents go. Ken mentioned Fulton Street today rents on Fulton Street are in the $300 of a range. I mean we like think of our property as you know is our discount to Fulton Street or its actually a premium to Fulton Street given the quality of our City Point location the co-tenancy, and just the incredible amount of density that’s going up right around our project with roughly 8 million square feet that’s has been completed over the past several years in a three block radius and another 3 million square feet in that same three blocks radius that is either in process or in design that doesn’t include our own 2 million square feet project. So that’s how we think of the project – long runway ahead of it.

And I guess one last question it looks like you guys have been making a lot Fund acquisitions in Michigan and more recently in Alabama not to speak of the two states. But do you think what makes you think those are good investment opportunities?

Don't be a snope now. So here what’s playing out in suburban shopping center world – is the capital markets on the - public private clearly retreated and we see that. So there's no, there's no bid, there’s no competitive bidding from the public REITs with the exception for a handful of supermarket anchor. And on the private side the nontraded REITs for all intents and purposes have been sidelined. And for those bidders again on the institutional private side they have been chasing supermarket anchored with the view of safe heaven and there is pros and cons to that. But once you get into the secondary markets non-supermarket anchor, the cap rates have moved up significantly and gapped out to about as wide a level as I seen in the 20 plus years I've been doing this. The problem has been in some cases that justified because the net operating income in place today may not be there three, five or 10 years from now. The co-tenancy provision are too risky and so as Amy mentioned while we been active we’ve been far less active then we saw a year or two ago about this. But if you selectively pick the assets and given that last year’s sellers were still reconciling with these new normal in terms of cap rates, but this year we are seeing a lot of sellers saying they will sell at market. If you look at the spread from the 10 year treasury if you look at the spread to our borrowing cost, if you assume we are carefully picking assets where the retailers rent to sales ratios are strong. Where the retailers are fundamentally sound although there will always be some turnover there where the rent to market is sound. Then I would argue that it makes sense for us to acquire assets in markets that other companies may say you know we don't want to be in that state. We don’t want to be in that town if they are strong assets there should be a place for them in the private market, which is our Fund business. We’re not suggesting that we would pivot and put those into the REIT. We’re not suggesting that these are ideal long-term assets we’re simply saying on a two to one levered basis where you can borrow between today 4%, 4.5% and buy in the 8s. As long as the net operating income remained sound – as long as we think there is more chance for upside than down we’ll deal with the reality that as New Yorkers may not go there often there's still plenty of shoppers around.

Our next question comes from the line of Floris van Dijkum of Boenning. Your line is open.

Quick question for you Ken number one obviously the detailed disclosure on the guidance is very helpful. Would you consider sharing with the markets more information on your view of cap rates for your core portfolio or maybe even a range of NAV presumable you share this information with your board members every quarter as well right?

Yes if I showed you everything that I showed my Board well that would be interesting. I have been hesitant in the past to do two things that we ponder one is marking to market everything single lease which is volatile and subjective. And during the good times I hesitated to do that because rents were growing significantly, but we knew we weren’t getting that space back in the case of a Target or a TJ Maxx for years if not decades. And so why constantly mark up and down and create all that confusion when stability is the norm. Similarly on cap rates now when we’re trading at a discount to NAV when we have just announced the stock buyback program. I do need to be a little more sensitive to make sure we’re being adequately transparent and that we’re not indicating something that is misleading in one form or another. There is a fair amount of data out there and trades out there on the smaller side which is what the majority of our assets are. We’re not talking about $20 billion of malls, we’re talking about assets that even in the quietest of months are trading in – with a sufficient volume that you should be able to figure that out and determine it. So we're hesitant on that level, but here is the final piece of it Floris is. We’re really good at predicting where our assets might sell in our Funds but I am amazed how often we’re long in either direction thankfully more often than not long to the upside. So our guesstimate is probably only as good as anyone else's. And I'll let you guys figure that out. We’re going to make sure we show you a clear guide past to over the next five years here is where our NOI will grow. We’re going to make it clear that half of those assets so, the 10 investments I just talked about and the other half are pretty dam good as well in some cases just as good. And whether you ascribe a 375 or 425 I really don't want to get into that conversation I will defer to you guys on that.

Follow-up question maybe on City Point presumable you’ve got two quarters of sales data is there anything that you can share in terms of the sales volumes from the existing tenants.

I'm not allowed to other than to say again we're very pleased and they are with what they’re seeing.

Thank you. And I'm showing no further questions at this time. I’d like to hand the call back over to Mr. Ken Bernstein for any closing remarks.

I appreciate everyone joining us and we look forward to speaking to you next quarter.