Good day, ladies and gentlemen. Thank you for standing by. Welcome to the First Quarter 2023 Acadia Realty Trust Earnings Conference Call. [Operator Instructions] Please note that today's conference is being recorded. I will now hand the conference over to your speaker host, Jay Martin. Please go ahead.

Good morning, and thank you for joining us for the First Quarter 2023 Acadia Realty Trust Earnings Conference Call. My name is Jay Martin, and I am an analyst in our Asset Management department. 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, May 3, 2023, 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 earning press release posted on its website for reconciliations of these non-GAAP financial measures with the most directly comparable GAAP financial measures. [Operator Instructions] Now, it's my pleasure to turn the call over to Ken Bernstein, President and Chief Executive Officer, who will begin today's management remarks.

Thank you. Great job, Jay. Welcome, everyone. I'm going to give a few comments, then I'll turn the call over to Stuart Seeley and then John Gottfried. As you can see in our earnings release, our first quarter results represented another strong quarter. Same-property NOI growth was ahead of our expectations at 7% and our earnings were ahead of forecast as well. It's worth noting that this is not just one good quarter in isolation. In fact, following the painful drop during the pandemic, same-property NOI growth has now been above 5% for 6 of the last 8 quarters and during that 8-quarter period, the quarterly average growth rate has been over 7%. This multi-quarter trend reflects the strong recovery we're seeing at our properties and bodes well for our prospects not just this year. But more importantly, for our multiyear goal of 5% to 10% annual internal growth. And to be clear, this long-term growth should also show up in earnings growth. Notwithstanding this continued progress, we're certainly keeping an eye on the headwinds in the broader economy and the potential impact on our portfolio performance, thankfully. When looking at our current leasing pipeline, activity remains on track with our prior forecast, and we haven't seen any fallout in tenant demand. Furthermore, we believe our reserves for our tenant watch list and our credit reserves currently in place are adequately conservative to address any potential short-term disruption. Most importantly, even after taking into account the implications of a potential recession this year, we expect our leasing progress to more than compensate for any economic slowdown. Thus, we anticipate 8 steps forward, even if there might be 2 steps backwards. On our last earnings call, I walked through in detail the likely reasons why our operating results are holding up…

Thank you, Ken. I am really delighted to be part of the team here at Acadia, the group of new colleagues with whom I work every day are exceptional and highly professional. The vast majority of whom the investment community doesn't have any exposure to and their expertise and dedication is not always transparent externally. They have also been very patient with me as I dig into a lot of details on how things work, and I ask a lot of questions. I suppose it's fair to say that when looking towards the inside from the outside, which is what I've been doing for the past 2 decades, it is hard to fully appreciate the variances and subtleties that companies say are important, particularly when you are looking at over 100 companies. But when you're highly focused on one company, the important differences resonate quite a bit more. And in that regard, I'll make a few observations and provide a few anecdotes and then turn the call over to John. Our diverse core portfolio is very well balanced and includes our Street assets, our urban shopping centers and our suburban portfolio. And the suburban properties can sometimes get overlooked but represent about 30% of the value in our core portfolio. The suburban portfolio is a very stable 94.5% occupied collection of retail assets with varied open-air formats. The overall average rent in the suburban portfolio is about 1,750 a square foot, including anchors, but the shop space has in-place rents of about $29 a square foot. The top tenants from the suburban portfolio include TJX, Lowe's and Dick's. The suburban portfolio provides balance and it is very complementary to our urban and street assets and has an overlapping tenant base with retailers have an exposure to 2 and sometimes all…

Thanks, Stuart, and good morning. We had another strong quarter, surpassing our expectations across all of our key operating metrics, achieving FFO of $0.40 a share, along with a 7% increase in same-store NOI, both of which came in stronger than what we had anticipated. Additionally, and consistent with our expectation of multiyear NOI growth, we are signing new leases at rent spreads in excess of what we had budgeted. -- including those that we publicly report but likely even more impactful those that we don't report due to their nonconforming nature but have the equivalent impact on our earnings and same-store NOI growth. And even with the economic headwinds that are likely still in front of us, we remain confident in our multiyear internal NOI growth. And even more importantly, the translation of this growth into above-trend FFO and increased dividends for our shareholders. And I'll provide some further color on each of these. Starting with our first quarter FFO. Driven by the strength of our core portfolio, we reported FFO per share of $0.40 for the quarter, inclusive of $0.11 from the previously announced special dividend from our shares in Allerton. In light of these results, along with the positive trends that we are seeing across our portfolio, we conservatively increased our full year guidance to $1.19 to $1.26 from a $1.17 to a $1.20. I struggled with increasing our guidance after just a few months, particularly in light of the economic certainty that may still be in front of us. But the strength and resiliency of what we are seeing from our business and from our tenants dictated otherwise. And contrary to what you might expect from the macro headlines, we are continuing to see record levels of tenant sales, along with continued demand for space, particularly…

[Operator Instructions] Our first question coming from the line of Floris Van Dijkum with Compass Point.

Looks pretty good, pretty encouraging. Maybe if you could touch upon -- I mean one of the things that's particularly appealing here is the occupancy of side, the lease -- or the occupied occupancy upside in your Street portfolio. And I think Stuart might have mentioned, it was 85% occupied at the end of the quarter and you think that's going to get back to hopefully, 95%. What will be the impact of that on your earnings? Obviously, you have -- some of that is in your S&O pipeline, but how much more incremental rent would you be able to get from that piece of your portfolio?

Yes, Floris, this is John. So I think what I would point to is if we look over the next several years, we have about 5% to 10% growth in that street lease-up, both the lease-up of that, that call it the incremental 10% as well as the fair market value that we get to mark-to-market is going to be a big chunk of that 5% to 10%, which we think is north of $30 million in total for our entire portfolio. So a good chunk of that growth is coming from that portion of our portfolio. Probably have.

Great. So it's over half, right? If I think about it, it's like close to -- it's almost more than 2/3. Is that the right way to think about it?

No, I think that make sense. You all have to get a little bit more granular in order to do that, Floris, but I think it's a good chunk of it for sure.

Great. And maybe, Ken you mention something about larger opportunities, and that sort of got me thinking what potentially could be out there? And you talking about -- is that for the core or is that for the fund? And presumably, you would use some of your LPs for co-investments. Maybe if you could expand on that and what you see in the -- as potential things that could be interesting to you, including, obviously, there's presumably a lot of New York Street retail that got some hair on it right now outside of your markets clearly.

So let's separate capital structure, which is highly dependent on a variety of factors ranging from availability of debt, cost of capital for us within the REIT, separate capital structure from where we see opportunities. And what we have always done over the years is not be overly beholden to the public markets, if the public markets were not available. But also recognize that there are going to be a variety of opportunities for assets, right structure, right time, that belong in our core portfolio. So, I see opportunities falling into 3 categories. One is it is likely given what's going on with the regional banks, it is likely for a variety of other reasons that we're reading in the headlines, that there could be complicated, but highly profitable, debt restructuring, debt purchases, things that are more consistent with what you've seen Acadia do in its fund or joint ventures over time, whether it was our purchase of Mervin and Albertsons or some of the more complicated restructurings that we get involved with. That's certainly a possibility, and I would expect us to utilize our institutional relationships for something like that. While some assets might be at the property level consistent with our core portfolio, we need to be open-minded and opportunistic on that side. And then for the street retail, as you mentioned, Floris, I do think there's going to be opportunities. The number of previously institutional owners who now are focused elsewhere could create opportunities. In both instances, I think we're talking many months before this all plays through. But in a couple of quarters, we could see opportunities there. And again, whether we do these on balance sheet or its on form of structure, time will tell. The good news is retail and retail expertise and retail platforms are finally once again getting the attention from institutional investors. So the inbound increase of ways to partner with us are very encouraging.

Our next question coming from the line of Ki Bin Kim with Truist.

First question, the North Michigan Avenue mortgage is maturing in 2025. Any early thoughts you can share in terms of if you plan to cover debt service when the occupancy falls off or how you want to handle that maturity?

Yes. So we have a lot of time left on the mortgage. It's at a solid rate. We have a very good relationship with the borrower -- with the lender, Ki Bin. So stay tuned, but one we have -- we've seen some interesting things happening on North Michigan but stay tuned.

Okay. And a couple of things happened since the last earnings call. In Chicago, they elected another Mayor that appears to be soft on crime. What do you think -- what's your forecast for, I guess, your Chicago urban street retail portfolio, you're earning about 1/3 of your street and urban income comes from Chicago. Just kind of any high-level thoughts on how that might impact your business or tenant demand?

Sure. So without delving too much into politics, big picture, we have more than enough exposure to Chicago. So almost irrespective of how bullish I might be, what I would guide you to expect is that we will decrease our percentage of revenue in Chicago relative to other areas just in terms of prudent balancing. That being said, Chicago has a lot going for it. It has challenges and the elected officials, I think, across the board understand this. Let's see over the next several years, how this all plays out, but it wouldn't be productive for us to say that a new incoming administration is not going to be effective before they have even started. So in short, we're going to manage our Chicago exposure prudent relative to the overall size of our company, but Chicago is one of the great cities, and I would not rule it out.

And our next question coming from the line of Thomas with KeyBanc.

Ken, first, just wanted to follow up there, I guess, on the street and urban portfolio, the Chicago Metro specifically, which does look like there's a fair bit of upside there. Stuart outlined some of that and some of the progress, John, too. And you signed a lease at Rush and Walton in the quarter. But can you talk a little bit more about some of the momentum and sort of discuss leasing activity in the metro around assets like Sullivan Center and Roosevelt Galleria and Clark and Diversey, which are some of the assets that have lagged in the recovery, whether you're seeing an improvement in those submarkets? And can you talk about the time line to sign additional leases?

Sure. Let me give some overview. And John, you may want to touch on and you did touch somewhat on State Street. So each market is recovering at different points. Some of the markets, Todd, are performing as well as any of our other street retail markets, Armitage Avenue, Rush & Walton are 2 of those examples, which don't seem to be in any way hampered by any of the other concerns that slowed -- have slowed down the recovery of North Michigan Avenue or have slowed down the recovery of State Street. State Street were already seeing a nice uptick in retailer sales. So that's encouraging because I still consider that also early stage. Similarly, Clark and Diversey, finally signing leases and getting traction there. The one that I think we're all going to watch most carefully is the return of North Michigan Avenue and as I said, based on some of the conversations we're having with a variety of retailers who are intending to open, I think we will be pleasantly surprised over the next year or 2 as to the return of North Michigan Avenue. John, anything you want to add to that?

Yes. Guess, what I'll say is on -- you highlighted that we did sign a new lease in Rush & Walton. What I'd like to point out, just as the recovery, that was a lease, it was a former bank space that we got back several years ago that for a variety of reasons, there was a slightly off the corner. We've had a challenging time leasing it. That finally leased at a really strong rent to an exciting retailers. So that's one where we're seeing new tenants entering the market that they're starting to see the uplift and opportunity there. And then when we look at our leasing pipeline, either of those that we refer to at least, meaning we're in the final stage of lease negotiation or LOIs. We're seeing both in terms of Clark and diversity, which you've mentioned. We have a couple of leases in Cliniversity that are at least that we hope to get executed as well as even stay tuned, very early stages, but a potential large opportunity on State Street. So, we are starting to see that show up in our leasing pipeline. And as I mentioned in my comments, we're seeing some encouraging signs of -- we talked about the 70%, but that other 30%, which will put some of the streets to Chicago clearly into that. We're starting to see some early signs.

One final point on that, Todd. I don't want anyone on this call to think that our thesis is contingent on a rebound to the upside in that 30% -- we are being very conservative in our view. We will navigate through. We will dispose of some of those assets as soon as we fix them. So this is not us counting on the recovery there as much as is us appreciating the significant outperformance and growth we are seeing in the 70% and the stability we're seeing elsewhere in the portfolio.

Okay. And then also in Chicago, the addition of 840 and 664 North Michigan add to the redevelopment pipeline there, that's over $250 million value, I guess, at your basis. Can you talk a little bit about the potential time line for those projects and how we should think about the value creation opportunity relative to your basis in those assets? And maybe John, can you also provide a little bit of insight around the NOI impact that we might anticipate the drag associated with repositioning those assets, whether that going to materialize in '23 or '24, what we should be anticipating?

So, assume -- this is Ken first, and then Sean, feel free to add in. Assume that downtime associated '23 a little bit, '24 is in our numbers, and we're not expecting a quick rebound a quick retenanting because it takes time even in the highest demand of spaces to get tenants open occupied, paying rent. And assume that, that is in our numbers, when I say 8 steps forward 2 steps back, I assume that's part of our 2 steps back and is still part of our 5% to 10% growth notwithstanding. John, I don't know if you want to add more specific color. But the bottom line is in our numbers, and we continue to have a conservative outlook while still starting to see some new tenant interest, which is very encouraging.

Yes. And Todd, I don't want to go lease by lease and exact RCD dates for a variety of reasons because there's, as you expect, with 1,500 leases in our portfolio, there's lots of puts and takes. But in terms of NOI impact, given when the leases mature, some of them third quarter of this year, some first half of next year, the rollover impact year-to-year is going to be split between the years and just reiterating what Ken said, in our growth expectations, this has been very conservatively factored in.

Okay. But if we look back to last quarter supplement, it's almost $12 million of ABR between the 2 properties. It sounds like between later this year and through '24, that's going to go away and then there will be downtime before you re-tenant -- reposition those assets? I mean, is that the way we should think about it in the model?

Yes, that's how we thought about it in ours as well in terms of when those leases come out. And again, I don't want to get too granular, but think of real estate taxes as part of that. And once we get that spaces back, you should assume that we'll be aggressively challenging real estate taxes, which are a good portion of where that NOI is. So just stay tuned, Todd. I think like I said, it's been in our numbers and has always been in our numbers. This is not a surprise for us.

And our next question coming from the Linda Tsai with Jefferies.

Maybe sticking to street retail. When you consider the street retail portfolio and some of the submarkets that have been slower to recover like North Michigan, San Francisco versus Street and Soho. Taking into account your basis, how would you rank them in terms of the most potential upside over the next several years?

The somewhat different category. So keep in mind -- for our core portfolio in San Francisco, we own 2 shopping centers, shopping centers with parking, they're in the markets, but those are more necessity focused and a little different than the high street retail that you would experience in Soho. And then, North Michigan Avenue, somewhat larger format, more tourist driven. So apples, oranges and tangerines. San Francisco shopping centers, we have a fair amount of NOI growth. It's pretty straightforward. It is in no way dependent on return to tourism or any of those things. San Francisco Street retail which we had in our fund, that may take a little while longer to see tourism fully embraced back the ARC folks come back to living in San Francisco, and that may take a little longer. So it's case by case as to when do we get Whole Foods open, when do we and how do we deal with the thriving Trader Joe's and assuming we get the space back adjacent to our container store in 5559, very different, more traditional shopping center leasing there. Soho, by far the most upside in terms of percentage of rent growth, rent per foot John, you could give by order of magnitude where we see Soho growth versus some of these others. Mercer Street specifically, Linda, is one store. So that in and of itself is not going to be the same as the growth that we see as we complete the redevelopment in San Francisco. But Soho, overall is going to have probably be the largest contributor to growth within our Street portfolio because of a combination of contractual growth. Remember, we tend to get 3% contractual growth in all of those stores. Then fair market value resets, something we only see in our street retail portfolio, and we have some nice ones teeing up in Soho. And then as you pointed out, we have a vacancy on Mercer Street and thankfully, we're getting good activity there. The way lease-ups work in these markets, and we've seen this through several cycles in markets like Soho. Retailers like the cluster, you first see the movement based on whoever is making the most significant push this cycle, it's been luxury. Luxury has doubled down in our Street corridors. So it's those streets in the case of Soho, that means Green Street first and foremost, Princeton Spring, all where we own and are active, that has seen the first lift and then the other corridors follow. And so it feels to me like Mercer's next up at that for that.

Thanks for that context. And then, John, the unchanged 270 bps of credit loss, you said you only needed half of it for the quarter. Maybe to just further clarify how much bad debt did you realize in 1Q as a percentage of 1Q base rent? So think of like 135 -- have about a little less than half of the $270 million, so against Q1 rents, about a 130, 140 basis points against Q1.

Pro rata per quarter. Just take whatever quarterly rent. Sorry, we just had this debate. Just take whatever our quarterly brands that we build x 1.35%. We used about half of what we thought the annualized 270 was, right? Does that make sense, Linda?

Yes.

And our next question coming from the line of Lizzy Doykan with Bank of America.

I just wanted to clarify, out-of-period collections once more, and I apologize if I missed it, but I think you said the headline same-store NOI number would have been close to 9%. Had it not been for the impact from this. Can you confirm that once more? And then the impact expected for the full year, if that's meaningful?

Yes. So Liz, I think the 200 basis points, if you look at last year, the comparable period, we had -- in our press release, you'll see there's about $600,000 of prior period cash collections, which is the 200 basis points that this year, we had virtually not a bit. So you could look at last year, like throughout each of the quarters that we disclose each of the cash -- out of peer cash collections in each quarter. And this year, as you'll see in our guidance, we have that's largely behind us.

Okay. And I know you said you're seeing no signs of tenants -- further tenant distress. Just wondering how your most recent discussions have been with particularly the small shop retailers in your portfolio? Any sense of credit concerns or maybe changes around lease negotiations?

Still early. Remember, our small shop tenants show up primarily in the suburban portion of our portfolio. They tend to hang on until they can't. It's what we refer to in the industry as midnight moves in that they'll do their best to hang in there. So far they are, so far we're not seeing any problems. But certainly, when we think about where we might have vulnerability in the event of a hard landing, it's usually in that segment that we see a quick movement haven't seen it yet. Hopefully, we don't see it. It's a very small portion of our portfolio.

And our next question coming from the line of Michael Mueller with JPMorgan.

A few, hopefully quick ones here for you. First of all, I guess, on the comment about, I think it was 85% occupancy on the street portfolio. Where could that go to, say, by the end of '24 on that trajectory up to $95 million.

Yes, thinking through space by space, Mike. But I think it's fair to assume we think we get back to, call it, 93% to 95% in the next 18 months, 18 to 24 months, right? So because some of that's in Dallas, which we outlined in both Stuart and myself and our talking points where we're doing some pretty exciting things there, that will be a big boost to it. So I think 18, 24 months, we get back to low mid-90s.

Got it. Low to mid-90s. More than halfway there. High period. Got it. Okay. And then can you comment about Chicago exposure and kind of maybe balancing that or reducing it relative to the overall pie. Do you see that being more of a function of deploying capital elsewhere and shrinking it while not really swapping out the assets or maybe accelerating some asset sales to sell down your exposure in the market?

Either, but I'm not waiting for us to deploy more capital to do it just in light of the last couple of years. So I think you should expect us periodically fix and sell assets because they still trade pretty well there.

[Operator Instructions] And our next question coming from the line of Craig Mellman with Citi.

Just, John, quickly, I know you said there was about 50 basis point difference in core NOI growth in same store. I mean, is that what the drag would have been just for putting the North Mish assets into redevelopment and maybe how much of a drag would have been also 5559 the same-store pool?

Yes. I think it's everything. Craig that's in there, right, because I think there's -- so no, I think I would not just say it's all North Mish or all of that. It's just that's our aggregate portfolio, right? So like Braxton like Anders, the growth in Henderson, there's puts and takes throughout it. But the point is that our total core grew 6.5%.

Right. So -- it's strong growth either way, whether it's same-store or total.

Yes. Okay. And then just separately, Ken, maybe just with the news about Whole Foods pulling out in San Francisco, Nordstrom's now pulling out of San Francisco. Just kind of curious if the conversations have all have changed for the backfill 5559 or just in general with tenants being a little bit more hesitant to take more exposure in the city at this point?

So what I'll point out is our 2 shopping centers are not at the downtown and in conversations specifically with our retailers, including Whole Foods, full speed ahead from their perspective. This is a Downtown phenomenon that doesn't apply thus to our shopping centers, but it's one that the city is going to have to focus on. And they will and San Francisco will come back. It may take a while. So thankfully, we're not part of that. But it is certainly a challenge that business leaders, political leaders are focused on.

And then, I know the question about San Frans, I just asked people asked about Chicago on the call. Just as you guys look about deploying capital, assuming normalization of the transaction market, where would you put incremental capital on the street retail? Would it be in existing markets only or are there a couple new markets you guys will look to enter?

Yes. And there are certainly new markets. I think the way we do this, the way we have done it historically is we sit with our retailers and understand what markets are they focused on. And 5, 10 years ago, it was clear to us that Soho was one of those markets and there were a handful of key markets. And as we discussed with Melrose Place, Soho, we're seeing that kind of validation we would be happy to own more. But when you see our stepping into Henderson Avenue in Dallas, there are a bunch of other markets we won't spend today's call on it, where our retailers are saying, yes, these are now likely to be forever markets, and if it can meet our criteria, right barriers to entry, right supply constraints, right value, we are more than happy to add additional markets. And I think I've been abundantly clear, there are a handful of markets that we currently own that we are going to subtract, not add.

[Operator Instructions] And I'm showing no further questions at this time. I will turn the call back over to Mr. Kenneth Bernstein for any closing remarks.

Great. Thank you all for taking the time, and we look forward to speaking to you again next quarter.

Ladies and gentlemen, that does conclude the conference for today. Thank you for your participation. You may now disconnect.