Good day and thank you for standing by. Welcome to the Acadia Realty Trust's First Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Nathan Niemiec. Please go ahead.

Good morning and thank you for joining us today for the first quarter 2021 Acadia Realty Trust earnings conference call. My name is Nathaniel Niemiec, and I've been an intern in our development department since summer of 2020 and will be transitioning to full-time this spring. Before we begin, please be aware that statements made during the call that are not historical may be deemed forward-looking statements within the meanings 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, April 29, 2021, 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. 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. 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, Nathan. Great job, and welcome to the team. Good morning, everybody. I'm going to first discuss some of the trends that we're seeing and how they impact our business, and then we will delve into the details. First of all, the improving retailer demand, which we began to see in the fourth quarter of last year, has continued to accelerate. Leasing tours and negotiations, which began in the fall are continuing at an increased pace and are now converting into signed leases. We're at a point where our leasing team is seeing more activity now than prior to the pandemic. And while initially the leasing activity was weighted to our suburban and more necessity portion of our portfolio, looking forward in our pipeline. We are seeing strong and encouraging emphasis on Street Retail and the more discretionary components of our portfolio. We're seeing this reflected in a variety of our improving metrics. Most significantly though. Looking beyond the quarterly results, this improvement is beginning to feel more long-lasting and duration as opposed to just a simple snap back. Now to be clear, our country is still working through the pains of the COVID crisis and several of our gateway cities are still far from restabilized. Additionally, retail real estate had already faced several years of headwinds and disruptions before the pandemic. Nevertheless, it's becoming clearer every day that our tenants are positioning themselves for the reopening of the economy. And more recently, retailers are beginning to recognize that as a result of this multi-year disruption. If they can correctly position themselves going forward and because of the painful shakeout that has occurred as opposed to despite it. The next several years could see spending levels and profit margins well in excess of pre-pandemic levels. Now that doesn't mean…

Thanks, Ken, and good morning, everyone. I'll start off with our first quarter results and key metrics, then providing an update on our core NOI growth expectations and then closing with our balance sheet. Starting with core cash collections. We continued to edge up with collection rates of 92% during the first quarter along with continued consistency between our suburban and Street and urban portfolios. And while we are still in the midst of collecting and processing April rents, we continue to see stability within our collections, and we've already collected over 90% of this month's rent. And for those 8% of our tenants that aren't currently paying us, consistent with our past practices, we are fully reserved against these unpaid rates. With it largely coming from the small percentage of our portfolio that continues to experience the lingering impacts from the pandemic, namely our gyms, theaters and full service restaurants, which, as a reminder, represent about 5% of our portfolio. As we move further into the year, we anticipate these businesses will continue to stabilize as our operating restrictions are eased. With nearly all of our large-format and studio gyms, which represent about 3% of our ABR and now open and operating, subject to capacity limits. And our sole theaters tenant of course successfully reopened on April 16. So not only do we think this provides us with an opportunity for near-term improvement in NOI, equally important, we are encouraged by the continued consumer appetite for these vendors. And absent any setbacks in our pandemic progress, hopefully, we are nearing the final stages of the cash collection focus. With collection rates now hovering much closer to pre-pandemic levels, and in fact, notwithstanding the really scary moment in time, last April when we barely collected 50% of our rents, in…

Thanks, John. Today, I'd like to provide a brief update on each of our four active funds beginning with Fund V. First, during the first quarter, as deal flow began kicking in, we secured the unanimous support of our Fund V investors to extend the fund's investment period to August 2022. It felt great to have our investors stand alongside us and behind this successful fund, providing us with an extra year to put the funds remaining dry powder to work. So far, we have allocated approximately 60% of Fund V $520 million of capital commitments. In response to the capital markets, we chose to focus this fund on acquiring out of favor suburban shopping centers, where most of our return comes from existing cash flow. Our thesis was buy at an 8% cap rate leverage at two-thirds and clip a mid-teens coupon. We do not anticipate any material growth in NOI nor was it required to make an attractive return at an 8% going in yield. Due to our selectivity at acquisition, these assets have held us well during the pandemic. Since September of last year, our existing Fund V portfolio has maintained a cash collection rate of approximately 90% and the portfolio has delivered a consistent mid-teens leveraged return. We have also been pleased to see solid leasing momentum within this portfolio. For example, since March of 2020, we have executed leases with an aggregate annual base rent of $3.1 million. We also have another $1.5 million of annual base rent currently at least. In the aggregate, this represents approximately 8.5% of the fund's annual base rent. And while tenant improvement costs are up, we have been able to hold on to yield, generally speaking. Looking ahead, we have approximately $200 million of equity available to invest with…

Thank you. [Operator Instructions] Our first question comes from Todd Thomas with KeyBanc Capital Markets. Your line is now open.

Hi. Good afternoon. The first question I had just regarding the growth that you're seeing or the comments that you've made between sort of the suburban shopping center portfolio and also the street in retail portfolio. You've always compared and contrasted the growth between the two segments. There was up a few hundred basis points spread in favor of the street and urban. And I'm just curious, the trends sound encouraging on both fronts over the next couple of years here. But I was hoping that you can compare and contrast the spread and growth that you anticipate between the two segments in terms of thinking out over the next few years?

Sure. And apologies, the technical difficulty before. The way we should think about it, and I think, Todd, just spot on, we're seeing strong sales performance and strong tenant demand across the board. But the reality in our suburban centers is no matter how well TJ Maxx does, no matter how well Target does, those long-dated leases tend to have much less contractual growth. And we love them, they love us, but they ain't going to pay us more rent irrespective of their sales. Conversely, in our street portfolio, we tend to have higher contractual growth. Now there's a transition period going on right now where we're seeing for 2021, perhaps even 2022, tenants are coming in and those who are moving quickly are getting at least for their initial year, very attractive rents. And so the contractual rent growth is going to be significantly higher during that period. But what we're seeing over the long-haul is that 3% contractual growth seems to be sticking. And so just as we compare and contrast, once we get reopened and back to a new normal, it is our expectation that the great streets that have that kind of demand are going to have higher growth rates. We're still in the early stages of reopening. There are still a lot of moving pieces, but we continue to be encouraged from that perspective. And we think, overall, both suburbia and then especially in these great streets, enough of the weaker tenants have left, enough new strong ones are coming in that we think in a world that will be omnichannel that these retailers who are going to take these powerful locations are both getting in at attractive rents are going to see very strong sales, and we're already seeing signs of that in terms of sales reports. And so we think that, that trend could continue, Todd. It's still a little early to tell you whether it's 100 or 200 basis points and precisely the timing, but that's how it's feeling.

Okay. And then some of the commentary around investments, I was just wondering if you can comment, was that predominantly focused or targeted around Fund V? Or are you starting to see some potential opportunities that might pencil in the core? And in terms of deploying capital in the core to the extent that you're getting closer, how should we think about those incremental investments being split between street and urban and shopping centers and the suburban shopping centers where you've been much less active over the last several years?

Sure. So the majority of the volume that we're referencing is for Fund V. And it looks very similar to the assets that we have been buying prior to the lockdown. But it's beginning to shift even there where there are more value-added components because as retailers left and there's vacancy, where we have a high level of confidence for retenanting, that works. And so while for the majority of Fund V, the thesis was pre-COVID, pre-recession investing in out of favor assets where we could get the majority of our return out of current cash flow. Going forward, it will be that, plus some interesting value-add opportunities. I wouldn't be surprised to see some of Fund V, then go back to some of the more opportunistic and more value-add pieces of our business. We're good at that. We like to do it, but it's still a little bit early. Then on the core, most of those asset trades, everything froze during COVID because there was no price discovery around rent, and there was really no price discovery around the capital markets. We are starting to see that reopen and unlike the more stable suburban space, especially in the – as I referred to in the prepared remarks, the less unfavored pieces, there's a lot of disruption out there. And we're beginning to see some interesting conversations with stakeholders who are realistic about their rent expectations, realistic about value. It wouldn't surprise us within the core that there could be some real interesting opportunities, still a little bit early. But they are because of the amount of disruption that our gateway cities went through, that a variety of other things that really could be some very interesting opportunities there.

Okay. And just one last one, if I could sneak in for Amy it for Fund V. Do you anticipate fully deploying the remaining equity capital for $500 million of additional investments beyond the $100 million that's under contract? And do you expect that to be predominantly comprised of high-yielding investments?

So we have about 1.5 years remaining to go, and we are confident that we will deploy the full amount. And for what Ken just said, it will certainly be a lot of our higher-yielding assets, but we are starting to see some value-add opportunities. That's where we have capabilities, and I'd expect us to explore those as well.

Okay. Great. Alright. Thank you.

Thanks, Todd.

Our next question comes from Floris van Dijkum with Compass Point. Your line is now open.

Thanks for taking my question, guys. Obviously, the tone of the call has significantly improved from the last couple of quarters. I just wanted to maybe – if you guys could talk a little bit about your – the lease spreads, which still are low for your historical perspective, if there's a difference between street and suburban in – particularly in new lease spreads? And if you can give some more color on that and also talk about the – what you're seeing – Ken, you'd mentioned some of the leasing that's occurring in Soho, what's happening to the rent levels there? And are you seeing stabilizations in market rents and relative to your existing rents, do you feel good about where your existing space is leased at the moment?

John, why don't you start and I can add any color.

Sure. Good morning, Floris. So in terms of the – what we're seeing on spreads, and I think just given the nature of our portfolio and as we often cut up space, the spreads that we actually report aren't always good portion of them are uncomparable. And so I think the – really, the way to look at it is what I outlined on the expirations. So we looked at – we have a number of street expirations coming up over the next several years. We're expecting on those streets that whether we report them in our spreads or not, and I'll put color on them as we do, that we're expecting those expiring leases to show a 15% spread on that. And keep in mind, these are with rents that have grown 3% in the prior term. So we're still feeling good and positive about that. And as we continue to execute on those, we'll certainly update you.

And then just in terms of color, and it's true for Soho, it's true for a lot of these other markets. Keep in mind, rents peaked around 2017. And we've been hopefully transparent about the evolution from 2017 down until COVID. But rents had dropped, and retailers were telling us pre-COVID that at the rents that the markets were at, they could make money. Now when COVID hit and during that time period, that first movers showed up, there was a discount, at least for 2021 perhaps 2022. But what we are seeing for the first movers is that, by 2022 or 2023, rents were meeting or exceeding John's and my estimates of where that rent should have been even before COVID. And now we are finally, again, seeing multiple tenants with interest in the same spot and happiness is two tenants bidding on the same location because some of this is about rent and sales. But also, we know some of this is about supply and demand. And so we are starting to see that confluence. It's going to take a while, but we welcome the refresh that we're going to see, and we welcome the kind of retailers that are showing up. And I think you will start seeing over the upcoming quarters in years, some very positive trends in terms of rents from that.

Great. One more question, I guess, if I could. It sounds from the commentary that it's still perhaps a little bit early for some of the street and urban opportunities, but that those – that's probably where you're going to make your better – more attractive investments. Could you maybe contrast some of the things that you think about. And does that also mean that, for example, in New York, you've been heavily focused on Soho. But would you consider going to Time Square or to other parts of Manhattan? And how does government leadership impact your thinking around New York and San Francisco, in particular, two markets that are very out of favor for most of the investors at the moment?

Well, that is one heck of a third question because we could spend the next hour on it. Let me touch on a few things. One, there are some markets that we feel are going to see a rebound sooner than others that are more dependent on one component. In other words, the vast majority of our portfolio throughout the United States works because of a live work play component. Meaning we don't count just on residents, we don't count just on people showing up into the office, we don't count just on tourism, it's a confluence of all of those. And so places like Soho are responding or will respond likely faster than some other areas that are heavily dependent on one component. It doesn't mean that those won't work for us, but we just need to be careful about that. We do think there'll be opportunities across the board. And it's not just New York. Remember, New York is just one component of what we own. As it goes for leadership, I do not fall into the camp as it relates to any city. That the recovery of that city is inevitable. There's a level of arrogance and complacency with that. And it is essential that political leadership that businesses and communities all step up. New York has rebound wonderfully in the past, but it had that kind of leadership. And I think it's critical for our political leaders to understand that the universal sign of welcoming people back to New York is not raising the middle finger. It is embracing them, whether they're tourists, businesses, local communities or residents. And I think, based on the political leadership that I have spoken with in the various different cities that the vast majority, political leaders understand that. And so I am hopeful. But as I said, I do not think it's inevitable, and we need to watch these things closely.

Thanks, Ken.

Sure

Thank you. Our next question comes from Linda Tsai with Jefferies. Your line is now open.

Hi. Good afternoon. When you talk about New York metro leasing leading the way and new leases being signed. Can you give us some color on the types of tenants? How might they be similar or dissimilar to the other types of tenants that vacated?

Sure. And I think the first important thing is as we were heading into the crisis, Linda, we were very concerned about some of the younger brands, some of the digitally native, whether they get to the other side, whether they have the funding and the wherewithal. And now if we look backwards, those retailers who had a digital connection with their customer, we're able, in fact, to do quite well because of that digital connection. So the thought that the Allbirds of the world or the warby parkers, et cetera, we're going to be a moment in time and go away. Well, we've certainly seen that, that's not the case. So some of the leases that we have been signing are in those younger, interesting concepts and what's so exciting about that is the way they think about the world, the way they think about their stores goes beyond just four-wall EBITDA because the power of the store is far in excess of the number of eyeglasses or shoes, et cetera, that they're selling. Now the counter balance to that and again, this is true for New York metro, it's true for the country. These companies are not going to open 1,000 stores. They're going to be very selective, and that's why we like how our portfolios throughout the U.S. are set up for that digitally native piece. Then the other surprises we're climbing out of this crisis was how well luxury did, notwithstanding a lockdown, notwithstanding a virtual halt to international tourism, the U.S. consumer has stepped up and having stores is critical for them. And then finally, in between, a bunch of retailers who, over the last few years have gotten their act together, they're stepping up as well. So I think it's that combination, whether you want to think of it as luxury, as more bridge or Lululemon or aspirational. And then some of these digitally native are doing really exciting things, and we have that right kind of real estate to capture that.

Thanks and maybe just a follow-up to that. I mean, your earlier comment about luxury retailers signing around Rush and Walton, but not necessarily filling all the vacancy. Broadly, how do you think luxury retailers are approaching their street retail presence post-pandemic?

What we're seeing – and again, not just in our portfolio, but as we walk around SoHo, and we see the luxury tenants seem to be using this as an opportunity to upgrade and expand their locations. They're recognizing, again, they may not have a larger store count in the future, but these stores are going to become more powerful, partially because of the different shifts in channels, meaning perhaps less is sold through department stores, perhaps there are other changes that they're thinking about. So we are encouraged. We're also encouraged by the collaborations. You're seeing it not just in how luxury is producing sneakers, but also who they want to be near. So around the corner from our Saint Laurent is a sneaker stadium. And years ago, that would make no sense. And right now, that makes a lot of sense. So stay tuned, but I think you're going to see some very exciting things.

Thank you, and just a quick one for John. Could you talk a little bit about the Home Depot disposition in the quarter? Maybe some color on the cap rate and the type of buyer and whether we should expect more dispositions for the remainder of 2021?

Yes. So that was something we looked at and had the opportunity that came up late in. And we had actually talked about on our fourth quarter call and was in play, but it was a Home Depot, long-term lease, really no growth associated with it beyond just the 1% or 2% that was there. So there was a triple net lease buyer that had a very low-cost of capital and return expectation, and we traded that in the four. So I think certainly, we always look at across our portfolio and business plans with a given asset, but this one just made a lot of sense for us.

And was it a private buyer or a public REIT?

This was a private buyer in this case.

Thank you.

Thank you. Our next question comes from Katy McConnell with Citi. Your line is now open.

Hey. It's Chris McCurry on with Katy. Just a quick follow-up question. Can you provide some more color on the types of investments you guys are targeting under Fund V? And is the pipeline for the remaining $500 million still consistent with some of these out of Favor East Coast shopping centers?

Yes. Let me spend a minute to just explain what we didn't see. We saw going into the crisis. It was very likely that there was going to be massive disruption in the debt markets. And due to government intervention, both fiscal and monetary due to a light touch from a regulatory perspective, we didn't see the debt at a huge discount buying opportunities that perhaps we thought six, 12 months ago. What we are seeing now as owners of a variety of shopping centers and other retail are climbing out of this, they're recognizing a few things. One, if this is not core to what they own, it's probably a good time to dispose of it. Two, if there's a fair amount of capital required to restabilize the asset, even if there's clear tenant interest. It's not cheap to reanchor, it's not cheap to release. And then finally, if they are looking for liquidity for other components of their portfolio. So that, in general, is creating deal flow. That is similar to Fund V, although, again, most of our Fund V investments were in anticipation of some type of a recession, certainly not a global pandemic. They have held up very well. Our current cash flow is great. Now we are seeing and trying to step in front of growth. And so we will capture some of that lease-up opportunity. The final piece of this is, keep in mind, we do a wide variety of things. And I don't – the most exciting part of my job is I don't really know day-to-day what the next depth, most exciting opportunity will be, having fully discretionary capital available is what enabled us to do Mervyns and Albertsons, to step up and buy in Lincoln Road in Miami, to do a variety of other deals. I'm not prepared to talk about them right now on this call, but I would tell you that the range of potential investments for the discretionary Fund V is pretty darn wide. And as things reopen, I do think we're going to see some more interesting opportunities than simply cash flow, but there is nothing wrong with simply cash flow.

Got it. And now that you are seeing more deal flow, to what extent are you seeing cap rates move? And how is that different between your suburban and Street portfolios on what – based on the assets you're looking at?

Yes. So it's still a little tricky. What I'd say is I don't think we have seen a meaningful move in cap rates, one direction or another. But remember, base rates have shifted, borrowing costs are flat to down now. What you have seen is significant shifts in net operating income or potential lease and lease-up. And so I think it's really been more about coming to an understanding with a seller as to where they think their year three, four or five stabilized NOI is and the cost to get there than it is on the going-in cap rates. If I was to make a prediction, once an asset has been cleansed of and gone through the horrific COVID crisis, and you have some visibility as to where NOI. I think cap rates come down. I think borrowing costs flat to down and leverage deals remain attractive compared to so many of the other asset classes out there.

Got it. Thank you.

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

Thank you. Ken, the chatter on the depth of New York metro retail is very different from your leasing results on your portfolio. I was wondering if you had any idea what you think accounts for the severity between these views?

The disparity – just to make sure I understand, Craig. The disparity between just the overall narrative of the vacancies on the streets and things like that compared to what we're seeing. And that's why I tried to, in my prepared remarks, Carson, everybody, the vacancy is not going away tomorrow. But tenants are showing up. And remember, they're showing up, they're thinking not just one or three quarters ahead, but one, three, five, 10 years ahead. And what they're seeing is a lot of their competition is cleared out. And if they can be in the pole position as things reopen, they're going to be in a unique position. Now for landlords like us, and we can afford to be flexible for 2021, and we can afford to be fair in 2022. And then we're going to start seeing some really nice growth. Those retailers who move first are not only capturing attractive going in rent day one, but they're going to capture outsized sales. If what you're looking at is Midtown Manhattan, you're going to have to be patient. Right, the return of business, the return of full New York, that's a summer to fall transition. But if you spend time in some of the neighborhoods, you're already seeing it now.

And just – I mean, when you're dealing with such an elevated vacancy, how do you win those leases? I mean, it sounds like possibly some of it is the way you structure the leases?

Yes. So again, it's not like one size fits all. And for a tenant who's opening up this summer, there are two good things happen. One, they're getting good attractive first year rents. I can live with that. Our numbers reflect it, it's fine. The other benefit that we're seeing much to our pleasant surprise is the sales have been really strong. This notion of pent-up demand, we're seeing it month-over-month in our sales reports. So great for them for 2021, and then they're stepping up to real rents because they recognize the opportunity for these stores and they recognize the long-term value. We have some vacancies. So we're not holding a lot of inventory as much as we also have some great cash flow. And thus, we're hovering around 90%, and we'll grow from there. We've got several 100 basis points of lease-up over the next few years, and that's going to feel pretty good.

Okay. Thanks for that. I appreciate it.

Sure.

Thank you. Our next question comes from Hong Zhang with JPMorgan. Your line is now open.

Yes. Hi. Thanks for taking my question. Yes. Ken, you've talked about good demand from discretionary retailers. I guess, with respect to sales trends, how have discretionary sales done in recent history compared to your more central components?

And John, maybe you want to also add some – any color that you're seeing through data, still a little bit early but we have been really impressed with the sales results we're seeing even the month of March for some of these markets, which we're still working through lockdown, the sales results have been, in some instances stronger than pre-COVID. I attribute it to pent-up demand for now, and we'll watch these carefully. But we also should not lose sight of the GDP numbers, the savings rate of the U.S. consumer and a whole host of other factors that many of our retailers are saying, may have legs beyond just pent-up demand.

Yes. And other thing, and Ken just mentioned it, is that we have – just to frame it. We get probably – it's under 20% of our tenants report. But it does give us a good sense, given it's a broad range of tenants, do think it's probably representative direction of our portfolio and looked at it really two ways. I looked at – if we look over month-over-month sales, so where if I look at March 2021 compared to February 2021. Those were up nearly 100% just in that period, and that's when the world was starting to reopen in a lot of our markets. And these were some of the big streets so Chicago, particularly North Michigan Avenue, SoHo, etc. We're up, like I said, over – nearly 100% just over that period. And secondly, just following up to what Ken just said, year-over-year. So if we look at March 2021 compared to March 2020, I think this time, in March of last year was really when the pandemic was really starting to cause concern. We're up of that same – under 20% of our portfolio reporting. Those rents were up 60%. I'm sorry, the sales that report are up 60%, and those are in the Street markets as well. So both incredibly encouraging trends and we're looking to see that go forward. Just anecdotally, we're all walking the Streets and our tenants and see the activity. So really looking forward to where April is starting to play out. But the pent-up demand that we're seeing in the leasing is showing up in our tenants cash registers as well.

Got it. And I think last quarter, you talked about potentially returning to 2019 NOI levels in late 2022, early 2023, just given kind of the optimism, general optimistic tone of this call and the renewed leasing volumes, do you see yourself returning to those levels a little earlier or is it still too early to tell?

Yes. So I mean, in my remarks, I did say we are certainly on track to late 2022, 2023. And I think just given the acceleration, I think it's – we're seeing that trending earlier. I mean, stay tuned. We have a lot of calendar in front of us, but we are definitely ahead of where I thought we would have been three months ago.

Got it. Thank you.

Thank you. I'm not showing any further questions at this time. I would now like to turn the call back over to Ken Bernstein for closing remarks.

Great. Thank you all for joining us. I apologize for the technical difficulty. I apologize for John, for having to do it three times. But you know what, compared to COVID, this is a walk in the beach. Please keep your eyes open for these trends. We're seeing it. We try to just call it like we see it, and we are seeing a lot of positive activity, but we still have a ways to go. And so we look forward to speaking to you again next quarter. And more importantly, seeing many of you or as many of you as possible in person in the near future.

This concludes today’s conference call. Thank you for participating. You may now disconnect.