Ladies and gentlemen, thank you for standing by, and welcome to the Third Quarter 2020 Acadia Realty Trust Earnings Conference Call. I would now like to hand the conference over to your speaker today, Jennifer Han. Please go ahead.

Good morning, and thank you for joining us for the Third Quarter 2020 Acadia Realty Trust Earnings Conference Call. My name is Jennifer Han, and I am an Assistant Controller in our Accounting 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, November 4, 2020, 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.

Thanks, Jen. Good afternoon, everyone. I hope everyone is well. Today is certainly a day chock-full of distraction. So I appreciate you joining us. Perhaps it gives you some time to turn off CNN or FOX News or whatever election feed and talk with us. So before I hand the call over to John and Amy, let me discuss some of the trends that we're seeing throughout our portfolio and our platforms. First, as it relates to our core portfolio performance and our collections, we have seen continued improvement, continued restabilization after a very scary spring. As you may recall, back in April, half of our tenants were not paying us rent. Then by June, things began to improve, and we were collecting approximately 80% of our billed rents, with approximately half of the unpaid balance attributable to credit tenants that were either in deferral agreements or in dispute resolution. Thankfully, since then, our credit tenants have largely resumed, paying pursuant to their leases and accordingly, by the end of the third quarter, cash collections were in at 90% of our pre-COVID billings. And what we're seeing is that each month has been getting better than the prior month. And thus, we got to the 90% rate sooner than we forecasted. This improvement is also consistent with our stores reopening, which at quarter end, were at similar levels to our collection rate. So what does this mean for the remaining 10% of our portfolio that's not yet been collected? Well, this splits into 2 even buckets: about half our tenants on our watch list where we are not expecting these tenants to survive post-COVID. We're rooting for them. We'll work with them, but we will continue to fully reserve against their rents for reporting purposes and are much more focused on the quality of the locations, which is strong, and the tenant interest, which is also strong. Then the other half consists of a combination of tenants that entered into this crisis on healthy footing, but are dependent on post-COVID conditions for full recovery. This includes our gyms, our theaters, our sit-down restaurants, as well as certain other local tenants in our suburban portfolio. So here, for this 5% of our NOI, the repayment of back rent, it's less of an issue than when can these tenants get fully reopened and back to prior revenue. So then the other side, how stable is the 90% that we are collecting? Well, as we've discussed on past calls, our core portfolio breaks down roughly 40% street retail, 20% urban, 40% suburban. Generally, the properties have longer-term leases with about 10% of our portfolio expiring per year over the next few years. Our portfolio, while concentrated in the key gateway markets, is also nicely diversified. Target is our largest tenant throughout our portfolio, and then other significant tenants include TJX, Ahold supermarkets, Trader Joe's. Even in the 60% of our portfolio that is street and urban, keep in mind, one-third of our properties are with tenants meeting the essential or daily needs of local customers ranging from Target to Trader Joe's to Walgreens. One-third of our street and urban portfolio consists of properties in less dense but unique streets, in areas like Greenwich or Westport, Connecticut. And here, we are seeing a lift in the residential market after several very quiet years. And this too is beginning to play out positively for our retail assets there. Thankfully, this diversification has enabled us to maintain collection rates in our street and our urban component of our portfolio that approximate our suburban collection rates. Now that being said, for that portion of our street and urban properties at the center of this crisis, whether it be Soho or North Michigan Avenue, it would be crazy to ignore the short-term challenges that we're facing here. 24/7 cities cannot get back to prior vibrance while tourism is on hold and while the majority of office workers are working from home, especially when that home is temporarily somewhere else. But this trend will, for the most part, reverse. Folks who are hiding out in Montauk or Montana, most likely they're going to come back home, and others are going to come in as well, and eventually, so will tourists, who frankly, really don't care what suburb people are moving to when they're planning their vacations. What our retailers are telling us as they refine their fleet and redefine the importance of their stores: these gateway locations, especially at current rents, will again be of paramount importance. But to be clear, we don't expect rents to bounce back to prior peaks anytime soon. We don't need them to. We were careful about how we bought. We were careful about how we leased our assets in these markets, for instance, in Manhattan, which represents about 10% of our NOI. Our rents there blend to $250 a foot. Now that's expensive for a tenant when a city is locked down, but it's a fraction of pre-COVID market rents, and it's likely to be a good basis to build on as these markets reopen. Similarly in Chicago. Our rents there blend to $60 a foot. And again, there, one-third of our revenues come from high-credit essential retailers. So while we have a ways to go before we are in full recovery, there is more upside than downside in our rents, even after taking into account the significant impact of this COVID crisis. And thankfully, this is not just wishful thinking. We are seeing this in our leasing activity. On the last call, we discussed our leasing pipeline being over $6 million, where we were at various stages of completion with potential retailers. As of this call, not only has that pipeline continued to grow in total dollars, but we have already successfully completed over $1.3 million of leases and have another $1.7 million with finalized leases out for signature. And then behind that, a significant and growing pipeline. So keep in mind, given that our pre-COVID core NOI was roughly $140 million. And as we discussed on our last call, we are expecting roughly a 10% hit to this NOI before we start seeing a bounce back. Well, the leasing progress we are seeing and we are executing on is a solid first step in that bounce back. It's also encouraging that our leasing activity is spread fairly evenly throughout our portfolio, notwithstanding all of the short-term challenges in the gateway cities. Over half the leases signed and a similar percentage for those in our pipeline were for our street and urban assets. And when I look at this pipeline and in our conversations with our retailers, a few trends are playing out. First of all, while the accelerated growth of online sales may be getting all the headlines, even more significant is the acceleration of the omnichannel business model. Direct-to-consumer, DTC, online sales have been a lifesaver for some businesses, such as the digitally native retailers like Warby Parker or Allbirds, who used their online direct connection to their customer to navigate through the crisis. But now as we're beginning to climb out, these tenants are making it clear to us that they continue to view their stores, like those that they have with us on Armitage Avenue in Chicago, as a critical part of their growth plan. And keep in mind, omnichannel is not just for startups. It's also proving to be a long-term profit driver for other dominant retailers like Target who has proven during this crisis that the combination of great stores and solid online execution is a critical differentiator for them. And Target's continued rollout of their small-format stores in New York City is yet another positive indication of how omnichannel is likely to play out. This trend, in the long term, bodes well for our portfolio, given the density and the demographics of our portfolio, given the long-term last-mile attractiveness of our street and urban portfolio, we believe our assets are going to continue to resonate with our retailers as we recover. Then a second trend. The U.S. is working through the realities of being overretailed. Our industry is battling through a sea of sameness. Well, frankly, that is hardly a news flash. But if COVID is, in fact, an accelerator, and it certainly appears to be, expect to see an acceleration of the resolution of our overretailed environment as well. And rising from this disruption will likely be fewer stores as retailers refine their fleets, but also fewer shopping centers as stale retail centers get repurposed and the stores of the future will be even more impactful. The stores of the future will either provide everyday needs in the most cost-efficient and time-efficient manner as we see with tenants like Target or they're going to provide exciting and highly curated shopping opportunities as we see with successful retailers in our portfolio like lululemon or they're going to provide a truly unique treasure hunt and value proposition that is generally not available online. And as we see with tenants of ours like Trader Joe's and T.J. Maxx. And that is why as we work through this incredibly difficult time, highly differentiated and mission-critical locations like those in our portfolio will win, whether it's Armitage Avenue or Greenwich Avenue for certain retailers, Greene Street or Melrose Place for certain shoppers or our Target-anchored shopping centers in Chicago and in San Francisco, meeting the daily needs of the millions of residents who will be living there even after everyone moves to Nashville. Turning now to new investment activity. We thankfully have our fully discretionary Fund V and have 40% of those commitments available for new investments, that's roughly $600 million on a levered basis. Given the amount of disruption in the retail real estate markets and for a variety of reasons, it is understandably taking a while for actionable investments to come to fruition. So we were disciplined last quarter. We did not close on any new acquisitions, but we are beginning to see a pipeline build with interesting opportunities. And if the public markets are even partially or directionally correct, we expect some of our current deal flow to present actionable and exciting opportunities, so stay tuned. And in summary, while our country, our industry, our company are all still working through an incredibly challenging health crisis and the corresponding economic fallout from it, I am very pleased with the progress that our team has made last quarter, both in terms of collections and in terms of leasing. And then as we begin to think a bit past this crisis and look at the very unique and very high-quality portfolio that we have assembled and its potential for asymmetrical upside, when I think about our team's ability to execute on new investments, both for our fund and then eventually, again, for our core, I remain very encouraged about what the next few years could bring. And most of all, I look forward to all of us safely, soundly and profitably getting to the other side of this. So with that, I would like to thank the team for their hard work during a time period where using the word unprecedented sounds trite, but during an unprecedented time. And with that, I'll turn the call over to John.

Thanks, Ken, and good morning, everyone. As Ken has already hit the key points on cash collections, I'm just going to add a few additional thoughts about how we actually think about those percentages as we monitor and manage our business, and it really falls into two buckets. First, what is the collection percentage telling us about our post-COVID NOI? As Ken mentioned, we are now collecting 90% of our monthly billings. So while a high and growing collection percentage is certainly our goal, it doesn't tell us the full story. Consistent with our past disclosures, we monitor and report our percentages based upon pre-COVID billings, which means that we don't modify the denominator for deferral agreements. Additionally, our billings for the third quarter are about 99% of what we were billing pre-COVID. So what this really tells us is that our increased collection percentages are continuing to support our current expectation of about a 10% adjustment to NOI. As this higher percentage is indicative of increased cash flows and not from reducing our denominator for deferral agreements or even worse, declining occupancy. Now moving on to the second bucket I mentioned. We also assess how the cash collections translate into our operating results. And ultimately, what I believe is the most relevant data point, our balance sheet. Through our increased cash collections of approximately 90% coupled with our ability to break even below 50%, we were able to retain in excess of $20 million in cash during the quarter. And in fact, this is what showed up as a reduction of our debt on the balance sheet. And secondly, I think about how much tenant exposure we are carrying on our balance sheet. Or said differently, what do we have remaining on our books at September 30, irrespective as to whether or not they are covered by a deferral agreement. And consistent with our approved collections, our tenant receivable balance has decreased considerably as compared to Q2 and, in fact, is on par with our balance at year-end. Now in terms of deferral agreements, which, again, as a reminder, is not part of the 90% we collected, it turned out to be a relatively insignificant number with approximately $5 million of deferrals sitting in our receivables at 9/30 and repayment expected in 2021. Now moving on to earnings. FFO, as adjusted, was $0.20 a share for the third quarter which is highlighted in our release, included about $0.15 of credit reserves. Of the 15% of reserves we took, $0.06 of those came from reserves against straight-line rent. And those arose from a handful of tenants, primarily within our fund business and the vast majority from the bankruptcy of Century 21. So it's always tricky to predict reserve against straight-line rent, particularly in the current environment. My expectation is that the amount of reserves should decline considerably going forward. The remaining $0.09 of reserves was taken on billed rents and recoveries. So while an increase as compared to Q2, we don't view this as being an indication of deteriorating operating conditions during the quarter, but rather a cleanup of some past-to accounts that we took this quarter in both our core and fund, primarily within the gym, theater and full-service restaurant portion of our portfolio. As you will recall, this represents a little over 5% of our core ABR, but yet comprised over 50% of our third quarter reserves. So at a 90% collection rate and a reserve of about 10% against rents and recoveries, we are effectively reserving whatever we're not getting paid during the quarter. So all else being equal, if we retain our current collection pace, we should see a reduction in our core credit reserves during the fourth quarter. Additionally, consistent with the trends we saw in the second quarter, our reserves continue to largely follow the percentage of ABR that is derived from our street, urban and suburban portfolios. As a reminder, our ABR is split approximately 40% to each of our street and suburban portfolios, with the remaining 20% coming from urban. During the quarter, approximately 38% of the reserve came from the street, 37% from suburban and 25% from urban. Now in addition to FFO, I also want to highlight our adjusted funds from operations, or AFFO. As we think this provides a good lens into the recurring cash flow that our portfolio has generated. As a reminder, AFFO eliminates the impact of noncash revenue adjustments and is reduced by recurring capital expenditures. So FFO is traditionally almost higher than AFFO. However, we are now seeing the inverse play out this quarter. AFFO for the third quarter was $0.24, which was not only $0.04 higher than our FFO, it exceeded what we generated during the second quarter after excluding the impact from the realized Albertsons gain. So this highlights to us a few important things. First, as we approach a collection rate of 90%, we are generating and retaining over $20 million of quarterly cash flow. And this is after reducing our earnings by recurring CapEx, which given the nature of our street and urban assets, continues to be well under 10% of our NOI. Now moving on to lease activity and occupancy. As Ken mentioned, we are seeing solid and encouraging activity in our leasing, not only in terms of new deals and renewals, but also with an increasing pipeline. As highlighted in our release, we have solid spreads on conforming new and renewed leases of 12% and 5% on both a cash and GAAP basis, respectively. And in addition, during the quarter, we executed leases on over 20,000 square feet of GLA with rents of approximately $25 a foot on nonconforming spaces. Now in terms of occupancy percentage, as we had anticipated, it dropped by approximately 200 basis points to the quarter and none of this was a surprise to us. As all of these tenants had been on our watch list, we've been reserving them for several quarters, even prior to COVID. And as we've shared in the past, all occupancy movements within our portfolio are not created equal given the wide diversity of rents between our street, urban and suburban portfolio. And the most significant movements that occurred during the quarter occurred within our suburban portfolio. And the majority came from three tenants at an average rent per foot of about $12. So as we think about our current occupancy levels and the 10% NOI that we ultimately anticipate, given the strengthening lease pipeline that are at advanced stages of negotiation that Ken discussed, this provides us with cautious optimism of the potential for significant NOI growth on the other side of the pandemic given the high-quality spaces that we have in our inventory. Lastly, I want to highlight a few items on our balance sheet with an update on the dividend. As a reminder, we have no material near-term capital expenditures with no meaningful debt maturities, no material development or redevelopment commitments. And as I mentioned earlier, a low recurring CapEx. Now in terms of the dividend, as we had highlighted in our release, given the increased confidence surrounding the resiliency and pace of collections, along with leasing velocity, our current intent is to reinstate our dividend in the first quarter of 2021. In terms of the specific amount, we and our Board have yet to determine a definitive level, but we are considering the following guidepost. With cash, cash collection rates approaching 90% and a breakeven under 50%, we should continue to generate cash flow before paying a dividend in excess of $20 million a quarter, which we think should translate to recurring FFO in the near-term in the dollar per share range. And while always a bit more difficult to estimate, given the nuances of the tax regulations, our initial estimate of taxable income prior to capital gains should be roughly 60% to 70% of our anticipated AFFO. So again, while we and our Board have not yet finalized the exact amount of the dividend, this should provide a decent sense of the parameters that we're thinking about as we head into 2021. In summary, we are pleased with the pace of recovery that has transpired within our portfolio this past quarter, and we recognize that we all have some tough months in front of us, but feel confident with the strength and resiliency of our portfolio, our balance sheet and most importantly, our seasoned management team. We are prepared and excited to work through these challenges and expect there will be attractive opportunities to create meaningful value on the other side of this. I will now turn the call over to Amy to discuss our fund business.

Thanks, John. Today, I'll provide an update on our funds platform. First, with respect to our existing Fund V portfolio, since 2016, we've successfully aggregated an approximately $650 million portfolio of 14 open air suburban shopping centers. Given the state of the transactional markets, we were able to acquire these properties at a substantial discount to replacement cost and at an unleveraged yield of approximately 8%. And then we secured two-thirds leverage at a blended interest rate of 3.6%. In doing so, these properties have been delivering an attractive leveraged return and we expect that most of our total return will come from current cash flow. Over the past several years, we've carefully curated this portfolio, acquiring assets that we believed would have strong NOI stability. To that point, this year, the fund's collection rate has remained resilient despite the COVID pandemic, consistently coming in, in the mid- to high 80s on a cash basis since July. Accordingly, we continue to make monthly distributions from this fund to its investors. Post-outbreak, we've also been encouraged by the strong leasing activity within the Fund V portfolio with our leasing team delivering 95,000 square feet of executed leases with $1.5 million of annual base rent, and another 172,000 square feet of leases that are either at lease or at LOI with a combined $2.8 million of annual base rent. The pandemic has reduced our current leveraged yields by approximately 100 basis points, but we are still clipping a coupon between 13% and 14% on our invested equity, and this feels pretty good, especially compared to alternative investments in the real estate sector. On the acquisitions front, while our transaction activity last quarter was quiet, as discussed, our existing Fund V investments are performing well and with approximately $200 million of discretionary capital still available to invest, we believe we are well positioned to deliver attractive returns for Fund V overall. Given COVID headwinds, we will remain appropriately disciplined, but we do expect to see outsized opportunities for those with retail know-how. Since launching our fund platform more than 20 years ago, we have invested under four key strategies: opportunistic, which includes Fund V suburban high-yield strategy, street retail, urban mixed-use, which includes successful investments in both retail and complementary uses like self-storage, and distressed retailers. This last category includes Fund II's investments in Mervyns department stores and Albertsons supermarkets. Since inception, the fund has received $112 million of distributions on its $24 million investment in Albertsons. This has resulted in a realized 4.8 multiple on invested equity and an IRR in excess of 250%. Additionally, Fund II still owns approximately 4 million shares of the Albertsons stock. And as you may have seen, Albertsons announced its first common stock dividend for the third quarter of 2020. This results in a $400,000 dividend to Fund II, of which Acadia's pro rata share is 28%. Turning briefly to City Point. We are pleased to see improving pedestrian traffic in Downtown Brooklyn, which has increased from 20% of the 2019 activity in April to about 60% to 70% of 2019 activity post Labor Day. At our property during the third quarter, lululemon opened for business and indoor dining resumed at DeKalb Market Hall at 25% capacity. We also executed a 10,000 square foot lease in Phase I with office tenant, Flow Traders, at an approximate 50% rent spread. Furthermore, during the third quarter, Century 21 declared bankruptcy. Century 21 has said it is liquidating its remaining stores, including its store at City Point. The retailer currently occupies approximately 100,000 square feet, which includes prime Fulton Street frontage and most of City Point's third level. We are fortunate in that there are a few different attractive re-leasing scenarios we are considering for this space, and we will keep you posted as our plans progress. Finally, with respect to fund level debt, we have ample liquidity on our subscription lines. And during and subsequent to the third quarter, we extended nearly $160 million of fund loans maturing in 2020 and '21 for a weighted average duration of nearly 18 months. This excludes any further options to extend, which some of these loans have. As previously discussed, our lenders remain highly cooperative and supportive. In conclusion, our fund platform remains well positioned to successfully weather this period of significant disruption with a successful capital allocation strategy and ample dry powder to continue to execute on it. Now we will open the call to your questions.

Operator instructions: Our first question comes from Craig Schmidt of Bank of America.

My question is regarding how long will it take the $1.3 million signed leases to open stores? I'm just curious as to how long retailers are waiting before they actually open the stores? And then how long may it take tenants that are either at lease or under LOI to move to a possible signed lease?

Sure. Craig, I think it's—you know what, I'll take on the signed leases. I would say for the majority of those, I think we're targeting second half of '21 before we would see an RCD on those. And Ken, if you want to talk just on the general trends, but I think for the most part, we should expect these in the back half of '21 to start showing up and into '22.

Yes. No, that sounds consistent. And Craig, the leasing timing feels more normal than not, but we do have to keep in mind that if things get delayed over the winter that those months could add on. But in general, we've been pleased with the fact that our retailers are getting out there, visiting properties. Certainly proceeding with the leasing, the legal process and the approval process on a business-as-usual fashion.

Okay. And then just a follow-up. Are you hearing anything from state or local agencies, given the rise in COVID that might result in mandated closings?

No, but keep in mind, most of the regions, most of the cities, states that the majority of our core assets at least are located in, have taken a very cautious view on the reopening. It doesn't need to be a re-shutdown as much as a pause. I've been fairly impressed with the thoughtfulness at the very local levels; we are obviously in touch with the different municipal leaders and their agencies. And they're watching things closely. I think they're being careful, but I think we get through the next few months, hopefully, with everyone staying safe and without any massive step backs in terms of reopenings.

And our next question comes from Floris Van Dijkum of Compass Point.

I wanted to get a sense of—by the way, thank you, John, for trying to quantify the impact of lost or recurring rents. If I'm not mistaken, if you're billing 99% of your pre-COVID rents and you're collecting 90%, that would assume just over a 9%—sorry, a 10% rental impact. Is that the right way to think about it?

Yes. No, absolutely, Floris. I think the short answer is yes. That of what was our billings for the third quarter were 99% of what we were billing prior to that. And then the other thing to keep in mind, and as I talked about the occupancy movements that we had, those happened late in the quarter. So I think those were all reflected in our billings in the denominator but still they were billed, and that's what drove the 99%. So just to correlate those two, I want to make sure you had that piece of it.

Great. And then I wanted to—obviously, Century 21 has impacted earnings quite a bit, it looks like this quarter. Anything you can say about the re-leasing costs or the potential cost to re-tenant that space because it's a lot. And yes, there is some prime frontage space as well. But presumably, there's some other more difficult to lease space in that 100,000 square feet that Century 21 occupied as well. If you could give or maybe if Amy can give a little bit more background on that.

So first of all, keep in mind that the Century 21 leases in our City Point development, which is in one of our funds. So it is not a core asset. The earnings impact that you're referring to was associated with the straight-line rent, which usually in our fund business, we buy, fix and sell these assets so quickly that the straight-line is just not a factor we think about. But that was the earnings impact associated with straight line. As it relates to Century 21 specifically, we signed that lease in 2009/2010 during the darkest days of the global financial crisis. It was a very tenant-favored deal at the time, but we were highly motivated to get that going to get the development started. And I'm very disappointed to see Century 21 go away because I was a big fan of their company, their management team, an unfortunate casualty of COVID. And so don't get me wrong when I say the following, which is, given the vintage of that lease, given the demand and Amy walked through it with some of the office leases we signed, with New York University, with the BASIS School, with a variety of other users, I don't think you should anticipate— it could happen, but I don't think you should anticipate that best and highest use is a simple retail re-tenanting. So I say that because under many of the different scenarios that we're discussing with a variety of retailers, the cost varies depending on how many different tenants we put in, but the NOI is quite compelling because best and highest use for the street level on Fulton Street will remain retail, period, and we will do that. Upstairs, we have the opportunity to be far more imaginative and cost will matter, but in general, and we've said this on other calls, thankfully, when you're talking about these high-quality areas, costs are an issue, but they are a fraction of the issue re-tenanting in high-rent areas as opposed to in our more suburban areas. So we will certainly watch the costs. I promise you. We will do everything we can to keep our costs down, but there are a host of exciting uses, and that's what the team is focused on first and foremost right now.

Great. Maybe one follow-up for me is on the 1238 Washington—sorry, Wisconsin Avenue asset in Washington, D.C., can you give us a little bit more color? What kind of— I saw that was not expected to be stabilized for a couple of years, but what kind of yields—what can you tell us about that? You only own 80% of that asset, right?

Yes. That's part of our M Street and Wisconsin collection. It's a long-term ground lease, it's still in the early days, Floris. So other than we wouldn't be doing it, if we weren't highly confident that it will be profitable and accretive. It's just not that big, and it's not far enough along for me to start bragging yet.

And our next question comes from Katy McConnell of Citi.

Great. So can you provide a little more color on the types of opportunities you're seeing for the fund platform today? And how much market dislocation has impacted pricing? And then based on what you have in process, how should we think about the time frame for deploying the capital?

Sure. So let's start with the obvious, which is there has been a massive disruption to the retail industry overall. When you have a full shutdown the way that COVID hit much retail, at least for a few months last spring, it puts buyers, sellers, lenders into a state of shock. And I think you've seen it play out first and foremost and most extremely in the public markets, where they can adjust and have moved downward significantly. I'd argue they have overshot the mark. But then on the other side, the lenders, sellers, holders have been much more hesitant until there's better clarity around where rents are going to re-stabilize. I think we're beginning to get there. And I think the general conclusion is that credit tenants are going to pay their obligations. Sales are going to be impacted. Rents in certain areas will be impacted, but there is better price discovery around rents. And that's critical because once we can set where NOIs are, we can then figure out and negotiate with sellers as to where value is. And the struggle is because in the public markets as opposed to the private markets, they tend to use a lot more debt. And until you have NOI price discovery that then comes up to value price discovery, you may be talking to a borrower who's totally wiped out. Then you go and jump and talk to the mezzanine lender. Well, you're seeing instances in that case where they're wiped out, and then there's the mortgage lender. And so what is occurring right now, and part of the reason that I think things are slower, is the decision-makers in the capital stack are finally recognizing where they stand. Now to the extent that the junior equity is in the money, and they're ready to sell, well, we're ready to buy. And we're getting closer on some of those. And that could be because the junior equity did not overleverage, that could be because the junior equity bought it a decade ago, et cetera. But there are levels of distress, especially in the cities, there are levels of opportunities throughout retail because retail has become in disfavor at least in the short term during COVID, but even as a longer-term issue associated with the retail Armageddon, et cetera. And we have, as Amy pointed out, $200 million of equity, that's $600 million of buying power, it's fully discretionary. Whether or not it shows up in the way our historical Fund V assets were, which were just buying yield at around an 8% unlevered return and levering it 2:1, or it's more heavy lifting as a result of the disruption where we can buy 50% occupied properties and use our tenant base and knowledge and ability to redevelop, to restabilize that asset or any of the things more extreme, and Amy touched on a bunch of those as well. We're looking at a wide variety. We're looking at covered land plays, where the retail may throw off some cash flow for a period of time and then it needs to get reinvented. We're looking at that. We're looking at other things as well. I can't tell you exactly when it happens because we can get close on deals, but if it's a financial institution, if it's a lender, I think you can appreciate, they may take months to take the write-downs they need to get to that conclusion. And so we are hanging around the hoop for a wide variety of deals. And what I will tell you is our pipeline over the last 30, 60 days, has grown exponentially.

Okay. Great. And then maybe as a follow-up to Craig's question on the new leasing pipeline. Can you provide some more color on the economics of the new street retail deals that you've been working on?

Sure. So what we have not seen as opposed to during other downturns, we have not seen many retailers reaching out for cheap rents forever. And that's always a little problematic because if you sign a 20-year lease with Burlington Coat Factory down 30% from a year ago in rents, while you have negatively impacted that asset accordingly. But what we are seeing, certainly, are retailers saying, 'Hey, for the next year or two, what if this happens? What if that happens? How are you going to protect us?' And so for 12 to 24 months, if it's the right retailer, for the right location, we can afford to be flexible, partially because of where our base is, was and partially because we are still working through a pandemic. What I am pleased to see is nine out of ten times those retailers say, 'In the next two to three years, we will step up to real rents.' Now whether those leases are three-year, five-year, ten-year leases, whether they're formulaic or just a simple set TBD. But in general, what we have found for the key streets is retailers price rents back under assumptions pre-COVID; we have always priced our deals, made our assumptions on a healthy rent-to-sales ratio. And so far, no one seems to be running away from that once we get past this next difficult 12 to 24 months.

And our next question comes from Todd Thomas of KeyBanc Capital Markets.

Ken, just following up, first on the conversation around rents a little bit, what you just discussed. And also, you talked about it taking time for rents to recover to pre-pandemic levels. First, does that apply more to street rents or does that apply more broadly to urban and suburban rents as well? And then, I guess, as it relates to those comments, can you just provide a little bit more color around current market trends and whether you are seeing a stabilization in asking rents or if you would expect a little bit more near-term pressure?

Yes. So I'd expect some more near-term pressure, Todd, meaning, boy, is this an uncertain time. Check in with me in a week from now, check in with me a month from now, and the range of outcomes could be significantly different based on a variety of different things. I am not going to ascribe to a dystopian future where you can't even imagine collecting rents; I do believe, and what our retailers are telling us is that they are planning for stores that get past this time period. But that being said, to get to your street versus suburban, first of all, what we all need to keep in mind is the way we think about things, the way the private market thinks about things, the way the public markets probably should think about things is net effective rent, meaning what does it cost us to put in that tenant. In suburbia, I have been pleasantly surprised that face rents have more or less held up. It really depends on are you talking about anchor, junior anchor, satellite space and a whole variety of other issues regionally and otherwise. But generally, we're not seeing a lot of degradation in rent. But keep in mind, the cost to put those tenants in, especially for junior anchors has gone up. Same for satellites. And the cost is a much higher ratio and thus, the net effective rent impact is real because if you have a $15 rent, well, the good news is it's a $15 rent, not $150 rent, but it's still costing us close to, in many instances, $80, $100 a foot to put them in. And so its impact in that effective rent is more of what I'm seeing than on top-line rent. In the cities, I'm seeing rental pressure. So top-line rents are down, but then keep in mind, the cost of putting in those tenants is kind of the same as suburbia. So the net effective impact is not as great, although I don't want to pretend for a second that if we're trying to sign a lease for the next 24 months in Midtown Manhattan to a sit-down restaurant, first of all, I'm not sure why we would try, but even if we tried, I can't pretend for a second that that tenant can or should be able to pay us the same rent that he paid 9 months ago, and that's where we're going to have to be patient until we get to the other side of this.

Okay. That's helpful. And looking at the structured finance book, I was just curious if there are any upcoming mortgage maturities or any repayments that we should consider in the months ahead as we think about the model for 2021? And then also, can you just talk about the performance of your mortgage and mezzanine investments?

Yes. So I'll take the first one. In terms of any meaningful repayments, I wouldn't expect anything repayment-wise in the next 6 to 12 months. Then in terms of performance, the one big one we did at the beginning of the year was the Brooklyn loan. And that one is—and I'll let Ken elaborate on it—but I think it's performing in line with our expectations. No concerns as they work through the pandemic, and we think that one still in good shape. I don't know if you want to add anything further?

Yes. I mean, my friend is probably not maybe listening to this earnings call, but we're clipping a 9% coupon on that mixed-use project in Brooklyn, and we'd be thrilled to take the keys, but I have no reason to think we will. So that investment, Todd, I think, will be a good one. We went through this during the GFC. You may recall, we made some very opportunistic loans, and people were concerned during the GFC. And then correctly, to your point, concerned when we got paid back because of the dilution, these all have another couple of years of duration in them. I expect the borrowers to utilize that. And then probably in the next 12 to 24 months, we'll let you know as that money starts coming back to us.

And our next question comes from Linda Tsai of Jefferies.

In addition to street retail doing a little better, we've heard from some industry experts that luxury is also doing better. Are you seeing this in your portfolio?

Yes. So there's a few different phenomena going on, and we need to differentiate between some short-term positive trends that we saw perhaps associated with stimulus or other events, which is still good, and I'm glad when any of our luxury retailers are comping positively and several did this summer. More interesting, though, is certain luxury segments notwithstanding the fact that international tourism and the shopping that comes along with it— notwithstanding the fact that international tourism was shut down—the domestic consumer stepped up. Now that runs contrary to prior recessions, but this recession is contrary to prior recessions. Housing values have held up, stock market other than our stock has held up and the consumer has had what luxury retailers are somewhat viewing as forced savings. They didn't go on vacation, they couldn't go out to restaurants. And so we're seeing spots; luxury watches, for instance, without their usual shopper, luxury watches are still having strong sales, and there's a variety of others. So that's a positive sign. I do think it's encouraging, in general, just to remind us that the U.S. consumer does like to shop, does like to shop for unique items. And it doesn't just have to be luxury. It's true from what we're seeing from lululemon, it's true for what we're seeing from Allbirds and a variety of other retailers. Certainly, a bunch of the sneaker companies continue to do well. So yes, there is that trend. Let's hope it continues as we work our way through this.

And then just following up on the new leases being signed, are you requiring increased security deposits?

Yes, we should. Shouldn't we? I don't want to sound flat. And John, you may have a specific answer. But historically, the dialogue with credit tenants was, 'Hey, you don't need a security deposit, we're always good for it,' and then April happened. I am not aware, John, of any significant changes amongst our credit tenants.

No, I think that's right. And I think we look at, particularly, Linda, if we have a big capital outlay, we really drill into the credit, and then we'll look to other types of credit support. But I think it's largely pretty consistent with what we've done in the past.

But it is certainly worth a conversation if we were to ever revisit credit tenants not behaving. Now in their defense, the last spring was an unprecedented time period where everyone was hoarding cash for a period of time. It was an existential risk when I speak to retailers or board members of retailers. They say, 'You think you were afraid, take a look at what we were facing.' The great news is, for the most part, those who are climbing through the other end. And we pointed this out in our collections and otherwise. They're now on the other side of that, and we don't expect to see that again. But I wouldn't mind getting security deposits.

And our next question comes from Ki Bin Kim of Truist.

It's Ki Bin. So you guys did a good job of explaining some of the changing nature of the leases that you're signing to reflect this COVID environment, but when you commit capital, obviously, you can't do a short-term lease because you're committing capital and that's irrespective to the lease duration. So I was wondering if you can just talk a little bit more, provide some more details around the leasing that you're doing? And what kind of out tenants are having in their leases like reduced termination fees or maybe rents tied to sales, things like that?

Yes. So just to be clear, if we are investing in stores—and believe it or not, it's a bigger issue in the suburbs, because as I pointed out, the ratio of annual rent to cost to put the tenant in is five to ten times more difficult than in the streets just because of the top-line rent. But in every instance, and we have not seen retailers push back, there is an expectation of full repayment of any cost, TI, LC, leasing commission, in the event that the tenant has some form of a kick-out tied to some performance metric or otherwise.

Okay. So next question, I'm looking at your asset at 200 West 54th Street. It looks like Stagecoach Tavern is no longer a tenant. I think they were paying about $400 or higher a square foot rent. I'm just curious is the remaining tenancy— is that the Dunkin' Donuts and the souvenir store? And how do you feel about that credit? And if that—that is at all reserved for going forward?

So let me be first very clear about that asset in Midtown Manhattan that is dependent on both tourism and return to office work. That is one of the more challenging assets in our portfolio. When it comes back, we'll all be thrilled to own it. But we're going to have to be patient on the way through. Yes, there's—you're right, Dunkin' Donuts is credit, et cetera. But I don't want to overpromise on that asset. And the only thing I'll mention is once upon a time, that with Stage Delicatessen. And once upon a time, again, it's going to be a great restaurant, but we have to imagine a post-pandemic life.

Okay. And just last quick one. John, when you mentioned $1 per share of FFO as like the run rate near term? Do you mean FFO or AFFO? Was a little confused by that.

AFFO, AFFO.

I warned, John.

But it is AFFO, yes.

And our next question comes from Vince Tibone of Green Street.

I have a follow-up on the leasing pipeline. All the commentary you provided was very helpful. But I think mostly related to renewal discussions. Could you elaborate a little bit more on tenant interest for new stores in your street retail portfolio? And just are there retailers looking to sign new leases and open urban locations in 2021?

Yes. A big chunk of the leases we're working on—and John, maybe you can pull it up—are new tenants, new leases. And on one hand, you say, 'Wow, that sounds a little crazy,' unless you saw, well, it's obviously fast casual with a drive-through or walk-through, and they're crushing it in almost every store they have. And of course, they want to use this opportunity to, or medical uses that are popping up in cities and in suburbs or the off-price folks who use these opportunities to gain footholds into markets that otherwise they couldn't. So none of the new leases strike me as particularly surprising, especially if you overlay some of the other things I mentioned, which is we were always heading into this recession a little concerned about our digitally native, like the Allbirds and Warby Parker, young brands—are they going to make it to the other side because they have the online connection? They made it to the other side. And as you know, Vince, almost without exception, every retailer who is good at opening stores and running stores, finds that to be the most profitable component. You should expect to see a continued rollout in an omnichannel world of those retailers who have the DTC piece of their business put together to use this opportunity to open stores as well. So it's a nice wide variety of new tenants, not just renewals that I think over the upcoming 12 and 24 months will make a lot of sense.

Yes. No, but what I'd add to that is I think that we were intending that disclosure to be on the new tenant. So what I would say is that on the street and urban side to elaborate a bit is we think of our street exposure and, call it, 40% of our ABR, half of it is similar to the conversation we just had, what we think is the more COVID-exposed and more office-dependent tourism markets. But then the other half of that is, think of the people who live and work and what we think is lower density street. And I would say, for the most part, where we're seeing that growth is in some of those lower density street locations, and these run the gamut; they're credit tenants, some of them are digitally native that are looking to branch out into our locations. So I think that is where some of it is. And some of the things that are not in our numbers, we have people poking around in the high-density locations as well for the same reason, Ken mentioned on stage, is that these will be locations that will be essential to a retailer at some point in the future. So we haven't talked about those, but the ones that are actionable are really falling into that 20% bucket of lower density street locations.

Very helpful. One more for me. Could you discuss the decision to extend the maturities on the fund mortgages versus refinancing. Is that at all an indication of very tight credit markets today? Or was that always part of the plan?

Both. So it is almost without exception, easier to extend than refinance at this point in the cycle. Borrowing costs for retail have gone up, spreads have widened notwithstanding base rates down. So to the extent that you have the ability to extend, of course, you will. Thankfully, we have great relationships with our lenders, and we deserve that, and then they extend and reciprocate by things like options to extend.

So what do you think needs to change? Just as at the NOI visibility to make the lending environment anything close to where it was pre-pandemic? Is that still— I mean, you kind of touched on that earlier.

Green Street has to stop writing about the retail Armageddon. So here's the thing. We will get past this horrendous last spring of collection that made every lender in the world nervous. We are going to have a sector that has relatively stable cash flow. Some will be flat for a long period of time, but predictable, and others will have asymmetrical growth like in our streets. And lenders are going to look at that and lenders who are willing to lend to other forms of real estate, like net lease, from the same tenants are going to say, 'Gee, it's three net-lease tenants glued together, of course, I'll lend on that.' I would not expect proceeds to come back to where they were one or two years ago so fast, I would not predict that this happens overnight, but I do think we're going to start seeing stability. And once we climb out of this, the capital markets will do what they normally do, assuming we climb out of it and our credit tenants behave appropriately assuming that the economy is on stronger footing 12 months from now than it is today. And I would tell you, the consumer has been hanging in there. So I feel pretty bullish with the caveat that the next several months are going to be tough.

And our next question comes from Mike Mueller of JPMorgan.

John, I was wondering, can you generally run us through the rough math of how you get to the dollar of recurring AFFO? I mean if I'm just thinking about Q3, you get $0.20 of FFO, add back your straight-line write-off, that gets you a little over $1 on a run rate, and that's before CapEx coming out. So to get to that $1 of AFFO, are you implicitly assuming that the 50% of the reserve tied to the healthy tenants that were the pre-pandemic healthy tenants like gyms and stuff, that comes back and your money's good on that?

Yes. So Mike, I think it's a lot of moving pieces and parts, but I think it's really where we see that right now, we're reserving about 10% of our NOI. And as Ken mentioned, that falls into the two buckets. So we think between a combination of half of that bucket ultimately getting to the other side and rent paying as well as some of the lease-up that we have built in that is going to go in the normal course that we get to a sense of normalcy at that point. So a lot of moving pieces that get us there. But again, we're not intending as a matter to provide guidance. We're just thinking about what we see this quarter, what our current expectation is and how we're going to think about it setting forward. But we're feeling pretty good about that.

And to be clear, Mike, we are not expecting a quick rebound in that 5% until there is better resolution on the health side.

And this does conclude our question-and-answer. Actually, we do have a follow-up question from Ki Bin Kim of Truist.

Sorry for the elongated call, but I'm just curious, as a management team, what else do you want to see before you start to implement a sustainable dividend?

Well, sustainable dividend. So I think that's the first part, and maybe I'll have Ken talk about the second part of it. But I think, Ki Bin, we are going to have, and as we have this year, we have taxable income. So whether we want to or not, we will have to pay a dividend given the low leverage we're at. So I think what I would say that I would talk to our Board about is a sustainable dividend is once that we are very comfortable with our near-term guidance, which we're getting there. I mean we update our budgets, I don't want to say daily, but pretty close to daily as to where we think the world shakes out. So I think it's really at the point that I would be disappointed if in February, we were not at a point where we had conviction around where our budgets, where our cash flows, where market has settled out. So I think it's really continuing to go through that process, seeing more leasing velocity in deals and where our pipeline is and you'll see more of that pipeline that we discussed turn into leases, et cetera, I think gives us the conviction around what it looks like and how resilient it is. And I think the last point before I turn it over to Ken is how sticky is this 90%? So I'd say we saw it in September, we saw it again in October, knock on wood. We're only the fourth day into November, but off to a solid start in November. But I think that's the thing we're going to watch closely as well is how resilient is that 90% because that gives us indications as to the strength of our retailers and how important these spaces are to them.

Yes. Just to add to that, and I don't speak on behalf of the entire Board, but how we, as a Board, would think about this is our leverage is more or less where we'd want it. I'm not at all concerned about, assuming the world normalizes, paying a dividend within the range of—I don't really want to go to the Board and say, 'We need to lever up to do it.' And I certainly, given where our stock price is, wouldn't want to go to the Board and say, 'We need to issue stock for a dividend.' And you can do the math, and John has laid it out, but there's a pretty nice, healthy, certain range of what a normalized dividend looks like in a very abnormal world. So I think that will become clearer over the upcoming months. And then we will have the luxury of talking about how much that dividend should and could grow as we lease our way out of this painful period.

And ladies and gentlemen, this does conclude our question-and-answer session. I would now like to turn the call back over to Ken Bernstein for any closing remarks.

Great. Thank you all for joining us today. Hopefully, it was a pleasant distraction from watching your news feeds on the election. Look forward to seeing all of you in person in the not distant future, but until then, stay safe, stay well.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.