MARYLAND
(State or other jurisdiction of
incorporation or organization)
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23-2715194
(I.R.S. Employer
Identification No.)
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1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NY
(Address of principal executive offices)
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10605
(Zip Code)
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YES
x
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NO
o
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YES
x
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NO
o
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller Reporting Company
o
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Page
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Part I:
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Financial Information
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Part II:
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Other Information
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(dollars in thousands)
|
June 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
(unaudited)
|
|
|
||||
Operating real estate
|
|
|
|
||||
Land
|
$
|
507,952
|
|
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$
|
424,661
|
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Buildings and improvements
|
1,522,127
|
|
|
1,329,080
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||
Construction in progress
|
15,206
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|
|
7,464
|
|
||
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2,045,285
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1,761,205
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||
Less: accumulated depreciation
|
277,678
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|
|
256,015
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|
||
Net operating real estate
|
1,767,607
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|
|
1,505,190
|
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||
Real estate under development
|
533,295
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|
|
447,390
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|
||
Notes receivable and preferred equity investments, net
|
168,931
|
|
|
102,286
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|
||
Investments in and advances to unconsolidated affiliates
|
166,632
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|
|
184,352
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||
Cash and cash equivalents
|
104,651
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|
|
217,580
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||
Cash in escrow
|
31,781
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|
|
20,358
|
|
||
Restricted cash
|
29,192
|
|
|
30,604
|
|
||
Rents receivable, net
|
37,887
|
|
|
36,962
|
|
||
Deferred charges, net
|
32,984
|
|
|
30,679
|
|
||
Acquired lease intangibles, net
|
47,683
|
|
|
44,618
|
|
||
Prepaid expenses and other assets
|
53,056
|
|
|
56,508
|
|
||
Assets of properties held for sale
|
—
|
|
|
56,073
|
|
||
Total assets
|
$
|
2,973,699
|
|
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$
|
2,732,600
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|
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|
||||
LIABILITIES
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|
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Mortgage and other notes payable
|
$
|
1,326,667
|
|
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$
|
1,130,481
|
|
Distributions in excess of income from, and investments in, unconsolidated affiliates
|
13,161
|
|
|
12,564
|
|
||
Accounts payable and accrued expenses
|
37,551
|
|
|
34,026
|
|
||
Dividends and distributions payable
|
17,697
|
|
|
39,339
|
|
||
Acquired lease intangibles, net
|
31,137
|
|
|
29,585
|
|
||
Other liabilities
|
27,616
|
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|
25,148
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Liabilities of properties held for sale
|
—
|
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|
25,500
|
|
||
Total liabilities
|
1,453,829
|
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1,296,643
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EQUITY
|
|
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Shareholders' Equity
|
|
|
|
||||
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 68,828,560 and 68,109,287 shares, respectively
|
69
|
|
|
68
|
|
||
Additional paid-in capital
|
1,050,385
|
|
|
1,027,861
|
|
||
Accumulated other comprehensive loss
|
(3,284
|
)
|
|
(4,005
|
)
|
||
Retained earnings
|
41,654
|
|
|
31,617
|
|
||
Total shareholders’ equity
|
1,088,824
|
|
|
1,055,541
|
|
||
Noncontrolling interests
|
431,046
|
|
|
380,416
|
|
||
Total equity
|
1,519,870
|
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|
1,435,957
|
|
||
Total liabilities and equity
|
$
|
2,973,699
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|
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$
|
2,732,600
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|
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(dollars in thousands, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
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|
||||||||
Rental income
|
$
|
39,784
|
|
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$
|
36,112
|
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$
|
77,971
|
|
|
69,930
|
|
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Interest income
|
3,985
|
|
|
3,049
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7,393
|
|
|
6,213
|
|
||||
Expense reimbursements
|
7,825
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|
|
7,832
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|
|
17,891
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|
|
16,622
|
|
||||
Other
|
1,567
|
|
|
2,518
|
|
|
2,387
|
|
|
3,431
|
|
||||
Total revenues
|
53,161
|
|
|
49,511
|
|
|
105,642
|
|
|
96,196
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Property operating
|
6,196
|
|
|
5,737
|
|
|
13,927
|
|
|
12,861
|
|
||||
Other operating
|
599
|
|
|
908
|
|
|
2,719
|
|
|
1,595
|
|
||||
Real estate taxes
|
6,419
|
|
|
5,569
|
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|
12,711
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|
11,239
|
|
||||
General and administrative
|
8,005
|
|
|
6,879
|
|
|
15,537
|
|
|
13,775
|
|
||||
Depreciation and amortization
|
13,903
|
|
|
11,584
|
|
|
27,561
|
|
|
23,171
|
|
||||
Impairment of asset
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
||||
Total operating expenses
|
40,122
|
|
|
30,677
|
|
|
77,455
|
|
|
62,641
|
|
||||
Operating income
|
13,039
|
|
|
18,834
|
|
|
28,187
|
|
|
33,555
|
|
||||
Equity in earnings of unconsolidated affiliates
|
3,406
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|
1,430
|
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|
9,999
|
|
|
4,459
|
|
||||
Gain on disposition of property of unconsolidated affiliates
|
17,105
|
|
|
—
|
|
|
17,105
|
|
|
—
|
|
||||
Loss on debt extinguishment
|
(25
|
)
|
|
(66
|
)
|
|
(134
|
)
|
|
(269
|
)
|
||||
Gain on disposition of properties
|
61,841
|
|
|
561
|
|
|
88,984
|
|
|
12,948
|
|
||||
Interest and other finance expense
|
(9,964
|
)
|
|
(9,534
|
)
|
|
(18,785
|
)
|
|
(20,185
|
)
|
||||
Income from continuing operations before income tax benefit (provision)
|
85,402
|
|
|
11,225
|
|
|
125,356
|
|
|
30,508
|
|
||||
Income tax benefit (provision)
|
56
|
|
|
83
|
|
|
(1,361
|
)
|
|
(85
|
)
|
||||
Income from continuing operations
|
85,458
|
|
|
11,308
|
|
|
123,995
|
|
|
30,423
|
|
||||
Discontinued Operations
|
|
|
|
|
|
|
|
||||||||
Gain on disposition of property
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
||||
Income from discontinued operations
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
||||
Net income
|
85,458
|
|
|
11,868
|
|
|
123,995
|
|
|
30,983
|
|
||||
Noncontrolling interests
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
(58,963
|
)
|
|
57
|
|
|
(80,953
|
)
|
|
2,537
|
|
||||
Discontinued operations
|
—
|
|
|
(461
|
)
|
|
—
|
|
|
(461
|
)
|
||||
Net (income) loss attributable to noncontrolling interests
|
(58,963
|
)
|
|
(404
|
)
|
|
(80,953
|
)
|
|
2,076
|
|
||||
Net income attributable to Common Shareholders
|
$
|
26,495
|
|
|
$
|
11,464
|
|
|
$
|
43,042
|
|
|
$
|
33,059
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share
|
$
|
0.38
|
|
|
$
|
0.19
|
|
|
$
|
0.62
|
|
|
$
|
0.57
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
85,458
|
|
|
$
|
11,868
|
|
|
$
|
123,995
|
|
|
$
|
30,983
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Unrealized income (loss) on valuation of swap agreements
|
|
2,644
|
|
|
(2,782
|
)
|
|
(1,655
|
)
|
|
(5,112
|
)
|
||||
Reclassification of realized interest on swap agreements
|
|
2,399
|
|
|
936
|
|
|
3,452
|
|
|
1,773
|
|
||||
Other comprehensive income (loss)
|
|
5,043
|
|
|
(1,846
|
)
|
|
1,797
|
|
|
(3,339
|
)
|
||||
Comprehensive income
|
|
90,501
|
|
|
10,022
|
|
|
125,792
|
|
|
27,644
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
(60,461
|
)
|
|
(4,640
|
)
|
|
(82,029
|
)
|
|
(2,207
|
)
|
||||
Comprehensive income attributable to Common Shareholders
|
|
$
|
30,040
|
|
|
$
|
5,382
|
|
|
$
|
43,763
|
|
|
$
|
25,437
|
|
|
Common Shares
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Retained
Earnings
|
|
Total
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||
(amounts in thousands, except per share amounts)
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2014
|
68,109
|
|
|
$
|
68
|
|
|
$
|
1,027,861
|
|
|
$
|
(4,005
|
)
|
|
$
|
31,617
|
|
|
$
|
1,055,541
|
|
|
$
|
380,416
|
|
|
$
|
1,435,957
|
|
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
|
67
|
|
|
—
|
|
|
1,655
|
|
|
—
|
|
|
—
|
|
|
1,655
|
|
|
(1,655
|
)
|
|
—
|
|
|||||||
Issuance of Common Shares, net of issuance costs
|
624
|
|
|
1
|
|
|
21,079
|
|
|
—
|
|
|
—
|
|
|
21,080
|
|
|
—
|
|
|
21,080
|
|
|||||||
Dividends declared ($0.48 per Common Share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,005
|
)
|
|
(33,005
|
)
|
|
(2,363
|
)
|
|
(35,368
|
)
|
|||||||
Employee and trustee stock compensation, net
|
29
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|
3,392
|
|
|
3,844
|
|
|||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
(662
|
)
|
|
—
|
|
|
—
|
|
|
(662
|
)
|
|
—
|
|
|
(662
|
)
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,907
|
)
|
|
(60,907
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,134
|
|
|
30,134
|
|
|||||||
|
68,829
|
|
|
69
|
|
|
1,050,385
|
|
|
(4,005
|
)
|
|
(1,388
|
)
|
|
1,045,061
|
|
|
349,017
|
|
|
1,394,078
|
|
|||||||
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,042
|
|
|
43,042
|
|
|
80,953
|
|
|
123,995
|
|
|||||||
Unrealized loss on valuation of swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,097
|
)
|
|
—
|
|
|
(1,097
|
)
|
|
(558
|
)
|
|
(1,655
|
)
|
|||||||
Reclassification of realized interest on swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
1,818
|
|
|
—
|
|
|
1,818
|
|
|
1,634
|
|
|
3,452
|
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
721
|
|
|
43,042
|
|
|
43,763
|
|
|
82,029
|
|
|
125,792
|
|
|||||||
Balance at June 30, 2015
|
68,829
|
|
|
$
|
69
|
|
|
$
|
1,050,385
|
|
|
$
|
(3,284
|
)
|
|
$
|
41,654
|
|
|
$
|
1,088,824
|
|
|
$
|
431,046
|
|
|
$
|
1,519,870
|
|
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(dollars in thousands)
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
123,995
|
|
|
$
|
30,983
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation and amortization
|
27,561
|
|
|
23,171
|
|
||
Amortization of financing costs
|
1,546
|
|
|
1,468
|
|
||
Gain on disposition of properties
|
(88,984
|
)
|
|
(13,508
|
)
|
||
Impairment of asset
|
5,000
|
|
|
—
|
|
||
Share compensation expense
|
3,746
|
|
|
3,833
|
|
||
Equity in earnings of unconsolidated affiliates
|
(9,999
|
)
|
|
(4,459
|
)
|
||
Gain on disposition of property of unconsolidated affiliates
|
(17,105
|
)
|
|
—
|
|
||
Distributions of operating income from unconsolidated affiliates
|
10,035
|
|
|
5,550
|
|
||
Other, net
|
(2,645
|
)
|
|
(1,737
|
)
|
||
Changes in assets and liabilities
|
|
|
|
|
|||
Cash in escrow
|
(11,505
|
)
|
|
(5,691
|
)
|
||
Rents receivable, net
|
(2,401
|
)
|
|
(834
|
)
|
||
Prepaid expenses and other assets
|
7,928
|
|
|
7,570
|
|
||
Accounts payable and accrued expenses
|
3,828
|
|
|
597
|
|
||
Other liabilities
|
2,751
|
|
|
(941
|
)
|
||
Net cash provided by operating activities
|
53,751
|
|
|
46,002
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Acquisition of real estate
|
(273,071
|
)
|
|
(107,600
|
)
|
||
Redevelopment and property improvement costs
|
(105,245
|
)
|
|
(68,311
|
)
|
||
Deferred leasing costs
|
(4,274
|
)
|
|
(1,224
|
)
|
||
Investments in and advances to unconsolidated affiliates
|
(6,505
|
)
|
|
(28,100
|
)
|
||
Return of capital from unconsolidated affiliates
|
5,660
|
|
|
24,326
|
|
||
Proceeds from disposition of property of unconsolidated affiliates
|
25,604
|
|
|
—
|
|
||
Proceeds from notes receivable
|
—
|
|
|
11,990
|
|
||
Issuance of notes receivable
|
(48,200
|
)
|
|
(19,362
|
)
|
||
Proceeds from sale of properties, net
|
197,882
|
|
|
19,158
|
|
||
Net cash used in investing activities
|
(208,149
|
)
|
|
(169,123
|
)
|
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(dollars in thousands)
|
2015
|
|
2014
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Principal payments on mortgage and other notes
|
(188,166
|
)
|
|
(132,452
|
)
|
||
Proceeds received from mortgage and other notes
|
268,761
|
|
|
189,700
|
|
||
Loan proceeds held as restricted cash
|
30,324
|
|
|
38,513
|
|
||
Deferred financing and other costs
|
(2,746
|
)
|
|
(2,033
|
)
|
||
Capital contributions from noncontrolling interests
|
30,134
|
|
|
31,046
|
|
||
Distributions to noncontrolling interests
|
(64,648
|
)
|
|
(56,730
|
)
|
||
Dividends paid to Common Shareholders
|
(53,270
|
)
|
|
(25,814
|
)
|
||
Proceeds from issuance of Common Shares, net of issuance costs of $522 and $1,495, respectively
|
21,080
|
|
|
88,499
|
|
||
Net cash provided by financing activities
|
41,469
|
|
|
130,729
|
|
||
(Decrease) increase in cash and cash equivalents
|
(112,929
|
)
|
|
7,608
|
|
||
Cash and cash equivalents, beginning of period
|
217,580
|
|
|
79,189
|
|
||
Cash and cash equivalents, end of period
|
$
|
104,651
|
|
|
$
|
86,797
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||
Cash paid during the period for interest, net of capitalized interest of $7,465 and $6,095, respectively
|
$
|
22,735
|
|
|
$
|
23,486
|
|
Cash paid for income taxes
|
$
|
1,573
|
|
|
$
|
316
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Acquisition of real estate through assumption of debt
|
$
|
90,765
|
|
|
$
|
—
|
|
Disposition of real estate through cancellation of debt
|
$
|
—
|
|
|
$
|
(22,865
|
)
|
Acquisition of real estate through conversion of notes receivable
|
$
|
6,886
|
|
|
$
|
38,000
|
|
Acquisition of real estate through assumption of restricted cash
|
$
|
28,192
|
|
|
$
|
—
|
|
Disposition of air rights through issuance of notes receivable
|
$
|
(29,793
|
)
|
|
$
|
—
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
Entity
|
Formation Date
|
Operating Partnership Share of Capital
|
Fund Size
|
Capital Called as of June 30, 2015 (3)
|
Unfunded Commitment
|
Equity Interest Held By Operating Partnership
|
Preferred Return
|
Total Distributions as of June 30, 2015 (3)
|
Fund I and Mervyns I (1)
|
9/2001
|
22.22%
|
$90.0
|
$86.6
|
$—
|
37.78%
|
9%
|
$194.4
|
Fund II and Mervyns II (2)
|
6/2004
|
20.00%
|
300.0
|
300.0
|
47.1
|
20.00%
|
8%
|
131.6
|
Fund III
|
5/2007
|
19.90%
|
502.5
|
381.6
|
68.4
|
19.90%
|
6%
|
429.1
|
Fund IV
|
5/2012
|
23.12%
|
540.6
|
179.4
|
361.2
|
23.12%
|
6%
|
101.9
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(dollars in thousands, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
26,495
|
|
|
$
|
11,365
|
|
|
$
|
43,042
|
|
|
$
|
32,960
|
|
Less: net income attributable to participating securities
|
(238
|
)
|
|
(197
|
)
|
|
(478
|
)
|
|
(585
|
)
|
||||
Income from continuing operations, net of income attributable to participating securities
|
26,257
|
|
|
11,168
|
|
|
42,564
|
|
|
32,375
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares for basic earnings per share
|
68,825
|
|
|
58,013
|
|
|
68,561
|
|
|
56,989
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee Restricted Share Units and share options
|
19
|
|
|
19
|
|
|
30
|
|
|
28
|
|
||||
Convertible Preferred OP Units
|
25
|
|
|
—
|
|
|
25
|
|
|
25
|
|
||||
Denominator for diluted earnings per share
|
68,869
|
|
|
58,032
|
|
|
68,616
|
|
|
57,042
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per Common Share from continuing operations attributable to Common Shareholders
|
$
|
0.38
|
|
|
$
|
0.19
|
|
|
$
|
0.62
|
|
|
$
|
0.57
|
|
3.
|
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS
|
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||
Property
|
GLA
|
|
Percent Owned
|
|
Type
|
Month of Acquisition
|
Purchase Price
|
|
Location
|
Assumption of Debt
|
|
||
Core Portfolio:
|
|
|
|
|
|
|
|
||||||
City Center
|
205,000
|
|
100
|
%
|
Urban Retail Center
|
March
|
$
|
155,000
|
|
San Fransisco, CA
|
$
|
—
|
|
163 Highland Avenue
|
40,500
|
|
100
|
%
|
Suburban Shopping Center
|
March
|
24,000
|
|
Needham, MA
|
9,765
|
|
||
Route 202 Shopping Center (1)
|
20,000
|
|
100
|
%
|
Suburban Shopping Center
|
April
|
5,643
|
|
Wilmington, DE
|
—
|
|
||
Total Core Portfolio
|
265,500
|
|
|
|
|
$
|
184,643
|
|
|
$
|
9,765
|
|
|
|
|
|
|
|
|
|
|
||||||
Fund II:
|
|
|
|
|
|
|
|
||||||
City Point - Tower I (2)
|
—
|
|
95
|
%
|
Urban Development
|
May
|
$
|
100,800
|
|
Brooklyn, NY
|
$
|
81,000
|
|
Total Fund II
|
—
|
|
|
|
|
$
|
100,800
|
|
|
$
|
81,000
|
|
|
|
|
|
|
|
|
|
|
||||||
Fund IV:
|
|
|
|
|
|
|
|
||||||
1035 Third Avenue (3)
|
53,294
|
|
100
|
%
|
Street Retail
|
January
|
$
|
51,036
|
|
New York, NY
|
$
|
—
|
|
801 Madison Avenue
|
6,375
|
|
100
|
%
|
Street Retail
|
April
|
33,000
|
|
New York, NY
|
—
|
|
||
Total Fund IV
|
59,669
|
|
|
|
|
$
|
84,036
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
325,169
|
|
|
|
|
$
|
369,479
|
|
|
$
|
90,765
|
|
(dollars in thousands)
|
Preliminary Purchase Price Allocations
|
||
Land
|
$
|
65,759
|
|
Buildings and improvements
|
204,532
|
|
|
Above-below market debt assumed (included in Mortgage and other notes payable)
|
(9,765
|
)
|
|
Total consideration
|
$
|
260,526
|
|
(dollars in thousands)
|
Purchase Price Allocations as Originally Reported
|
Adjustments
|
Finalized Purchase Price Allocations
|
||||||
Land
|
$
|
43,820
|
|
$
|
16,751
|
|
$
|
60,571
|
|
Buildings and improvements
|
126,955
|
|
(21,578
|
)
|
105,377
|
|
|||
Acquisition-related intangible assets (in Acquired lease intangibles, net)
|
—
|
|
9,836
|
|
9,836
|
|
|||
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)
|
—
|
|
(5,009
|
)
|
(5,009
|
)
|
|||
Total consideration
|
$
|
170,775
|
|
$
|
—
|
|
$
|
170,775
|
|
(dollars in thousands)
|
|
|
|
|
|
|||||
Dispositions
|
GLA
|
Sale Price
|
Gain on Sale
|
Month Sold
|
Owner
|
|||||
Lincoln Park Centre
|
61,761
|
|
$
|
64,000
|
|
$
|
27,143
|
|
January
|
Fund III
|
White City Shopping Center (1)
|
249,549
|
|
96,750
|
|
17,105
|
|
April
|
Fund III
|
||
City Point - Air Rights (2)
|
—
|
|
115,600
|
|
49,884
|
|
May
|
Fund II
|
||
Liberty Avenue
|
26,117
|
|
24,000
|
|
11,957
|
|
May
|
Fund II
|
||
Total
|
337,427
|
|
$
|
300,350
|
|
$
|
106,089
|
|
|
|
(dollars in thousands)
|
|
Investment Group Share
|
|
Operating Partnership Share
|
||||||||||||
Investment
|
Year Acquired
|
Invested
Capital
and Advances
|
|
Distributions
|
|
Invested
Capital
and Advances
|
|
Distributions
|
||||||||
Mervyns
|
2004
|
$
|
26,058
|
|
|
$
|
48,547
|
|
|
$
|
4,901
|
|
|
$
|
11,801
|
|
Mervyns Add-On investments
|
2005/2008
|
7,547
|
|
|
9,272
|
|
|
1,252
|
|
|
2,017
|
|
||||
Albertsons
|
2006
|
20,717
|
|
|
81,594
|
|
|
4,239
|
|
|
16,318
|
|
||||
Albertsons Add-On investments
|
2006/2007
|
2,416
|
|
|
4,864
|
|
|
388
|
|
|
972
|
|
||||
Shopko
|
2006
|
1,110
|
|
|
3,358
|
|
|
222
|
|
|
672
|
|
||||
Marsh and Add-On investments
|
2006/2008
|
2,667
|
|
|
2,941
|
|
|
533
|
|
|
588
|
|
||||
Rex Stores
|
2007
|
2,701
|
|
|
4,727
|
|
|
535
|
|
|
946
|
|
||||
|
|
$
|
63,216
|
|
|
$
|
155,303
|
|
|
$
|
12,070
|
|
|
$
|
33,314
|
|
(dollars in thousands)
|
June 30,
2015 |
|
December 31,
2014 |
||||
Combined and Condensed Balance Sheets
|
|
|
|
||||
Assets
|
|
|
|
||||
Rental property, net
|
$
|
322,352
|
|
|
$
|
387,739
|
|
Real estate under development
|
—
|
|
|
60,476
|
|
||
Investment in unconsolidated affiliates
|
7,548
|
|
|
11,154
|
|
||
Other assets
|
59,917
|
|
|
62,862
|
|
||
Total assets
|
$
|
389,817
|
|
|
$
|
522,231
|
|
Liabilities and partners’ equity
|
|
|
|
|
|
||
Mortgage notes payable
|
$
|
266,109
|
|
|
$
|
315,897
|
|
Other liabilities
|
17,714
|
|
|
66,116
|
|
||
Partners’ equity
|
105,994
|
|
|
140,218
|
|
||
Total liabilities and partners’ equity
|
$
|
389,817
|
|
|
$
|
522,231
|
|
Company’s investment in and advances to unconsolidated affiliates
|
$
|
166,632
|
|
|
$
|
184,352
|
|
Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates
|
$
|
(13,161
|
)
|
|
$
|
(12,564
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Combined and Condensed Statements of Income
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
10,342
|
|
|
$
|
12,247
|
|
|
$
|
22,015
|
|
|
$
|
24,352
|
|
Operating and other expenses
|
(3,102
|
)
|
|
(5,503
|
)
|
|
(6,833
|
)
|
|
(9,318
|
)
|
||||
Interest and other finance expense
|
(2,259
|
)
|
|
(2,975
|
)
|
|
(4,897
|
)
|
|
(5,500
|
)
|
||||
Equity in earnings (losses) of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
66,655
|
|
|
(328
|
)
|
||||
Depreciation and amortization
|
(2,787
|
)
|
|
(3,475
|
)
|
|
(5,037
|
)
|
|
(6,181
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
||||
Gain on disposition of property
|
25,208
|
|
|
239
|
|
|
25,208
|
|
|
239
|
|
||||
Net income
|
$
|
27,402
|
|
|
$
|
533
|
|
|
$
|
97,111
|
|
|
$
|
3,077
|
|
|
|
|
|
|
|
|
|
||||||||
Company’s share of net income
|
$
|
20,609
|
|
|
$
|
1,528
|
|
|
$
|
27,300
|
|
|
$
|
4,655
|
|
Amortization of excess investment
|
(98
|
)
|
|
(98
|
)
|
|
(196
|
)
|
|
(196
|
)
|
||||
Company’s equity in earnings of unconsolidated affiliates
|
$
|
20,511
|
|
|
$
|
1,430
|
|
|
$
|
27,104
|
|
|
$
|
4,459
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|||||||||||||
Description
|
|
Notes
|
|
Effective interest rate (1)
|
|
First Priority liens
|
|
Net Carrying Amounts of Structured Financing Investments as of June 30, 2015
|
|
Net Carrying Amounts of Structured Financing Investments as of December 31, 2014
|
|
Maturity date
|
|
Extension Options
|
|||||
First Mortgage Loan
|
|
|
|
7.7%
|
|
|
|
$
|
12,000
|
|
|
$
|
12,000
|
|
|
7/15/2015
|
|
|
|
Mezzanine Loan
|
|
|
|
12.7%
|
|
18,900
|
|
|
8,000
|
|
|
8,000
|
|
|
10/3/2015
|
|
|
||
First Mortgage Loan
|
|
|
|
8.8%
|
|
|
|
7,500
|
|
|
7,500
|
|
|
10/31/2015
|
|
1 x 12 Months
|
|||
Zero Coupon Loan
|
|
(2) (3)
|
|
24.0%
|
|
166,200
|
|
|
—
|
|
|
4,986
|
|
|
1/3/2016
|
|
|
||
First Mortgage Loan
|
|
|
|
5.5%
|
|
|
|
4,000
|
|
|
4,000
|
|
|
4/1/2016
|
|
1 x 6 Months
|
|||
First Mortgage Loan
|
|
(4)
|
|
6.0%
|
|
|
|
15,000
|
|
|
—
|
|
|
5/1/2016
|
|
1 x 12 Months
|
|||
Preferred Equity
|
|
|
|
13.5%
|
|
|
|
4,000
|
|
|
4,000
|
|
|
5/9/2016
|
|
|
|||
Other
|
|
(5)
|
|
17.0%
|
|
|
|
6,500
|
|
|
—
|
|
|
6/1/2016
|
|
|
|||
Other
|
|
|
|
18.0%
|
|
|
|
3,607
|
|
|
3,307
|
|
|
7/1/2017
|
|
|
|||
Preferred Equity
|
|
|
|
8.1%
|
|
20,855
|
|
|
13,000
|
|
|
13,000
|
|
|
9/1/2017
|
|
|
||
First Mortgage Loan
|
|
(6)
|
|
LIBOR + 7.1%
|
|
|
|
26,000
|
|
|
—
|
|
|
6/25/2018
|
|
1 x 12 Months
|
|||
Zero Coupon Loan
|
|
(2) (7)
|
|
2.5%
|
|
|
|
29,793
|
|
|
—
|
|
|
5/31/2020
|
|
|
|||
Mezzanine Loan
|
|
|
|
15.0%
|
|
|
|
30,879
|
|
|
30,879
|
|
|
11/9/2020
|
|
|
|||
Other
|
|
|
|
LIBOR + 2.5%
|
|
|
|
—
|
|
|
4,000
|
|
|
12/30/2020
|
|
|
|||
Mezzanine Loan
|
|
(8)
|
|
10.0%
|
|
87,477
|
|
|
7,983
|
|
|
7,983
|
|
|
Demand
|
|
|
||
Individually less than 3%
|
|
(9) (10) (11)
|
|
11.6%
|
|
|
|
669
|
|
|
2,631
|
|
|
12/31/2015
|
|
|
|||
Total
|
|
|
|
|
|
|
|
$
|
168,931
|
|
|
$
|
102,286
|
|
|
|
|
|
6.
|
STRUCTURED FINANCINGS, NET (continued)
|
7.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
8.
|
MORTGAGE AND OTHER NOTES PAYABLE
|
(dollars in thousands)
|
|
|
Borrowings
|
|
Repayments
|
||||||
Property
|
Date
|
Description
|
Amount
|
Interest Rate
|
Maturity Date
|
Amount
|
Interest Rate
|
||||
1035 Third Avenue
|
January
|
New Borrowing
|
$
|
42,000
|
|
LIBOR+2.35%
|
1/28/2021
|
$
|
—
|
|
|
Lincoln Park Centre
|
January
|
Repayment
|
|
|
|
28,000
|
|
LIBOR+1.45%
|
|||
163 Highland Avenue
|
March
|
Assumption
|
9,765
|
|
4.66%
|
3/1/2024
|
|
|
|||
Broughton Street Portfolio (1)
|
May
|
New Borrowing
|
20,000
|
|
LIBOR+3.00%
|
5/5/2016
|
|
|
|||
City Point
|
June
|
Assumption
|
19,000
|
|
1.25%
|
12/1/2016
|
|
|
|||
City Point
|
June
|
Assumption
|
62,000
|
|
SIFMA+1.60%
|
12/1/2016
|
|
|
|||
City Point
|
June
|
Repayment
|
|
|
|
20,650
|
|
LIBOR+4.00%
|
|||
17 E. 71st Street
|
June
|
New Borrowing
|
19,000
|
|
LIBOR+1.90%
|
6/9/2020
|
|
|
|||
Crescent Plaza
|
June
|
Repayment
|
|
|
|
16,326
|
|
4.98%
|
|||
Total
|
|
|
$
|
171,765
|
|
|
|
$
|
64,976
|
|
|
(dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets
|
|
|
|
|
|
||||||
Derivative financial instruments (Note 7)
|
$
|
—
|
|
|
$
|
289
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
||||||
Derivative financial instruments (Note 7)
|
$
|
—
|
|
|
$
|
3,997
|
|
|
$
|
—
|
|
(dollars in thousands)
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Estimated Fair Value
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||
Notes receivable and preferred equity investments, net
|
$
|
168,931
|
|
|
$
|
168,931
|
|
|
$
|
102,286
|
|
|
$
|
102,286
|
|
Mortgage and other notes payable
|
$
|
1,326,667
|
|
|
$
|
1,345,446
|
|
|
$
|
1,130,481
|
|
|
$
|
1,141,371
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Total
|
||||||||
Revenues
|
|
$
|
37,593
|
|
|
$
|
11,583
|
|
|
$
|
3,985
|
|
|
$
|
53,161
|
|
Property operating expenses, other operating and real estate taxes
|
|
(8,235
|
)
|
|
(4,979
|
)
|
|
—
|
|
|
(13,214
|
)
|
||||
General and administrative expenses
|
|
(7,397
|
)
|
|
(608
|
)
|
|
—
|
|
|
(8,005
|
)
|
||||
Depreciation and amortization
|
|
(10,568
|
)
|
|
(3,335
|
)
|
|
—
|
|
|
(13,903
|
)
|
||||
Impairment of asset
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
||||
Operating income
|
|
6,393
|
|
|
2,661
|
|
|
3,985
|
|
|
13,039
|
|
||||
Equity in earnings of unconsolidated affiliates
|
|
699
|
|
|
2,707
|
|
|
—
|
|
|
3,406
|
|
||||
Gain on disposition of property of unconsolidated affiliates
|
|
—
|
|
|
17,105
|
|
|
—
|
|
|
17,105
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Gain on disposition of properties
|
|
—
|
|
|
61,841
|
|
|
—
|
|
|
61,841
|
|
||||
Interest and other finance expense
|
|
(7,329
|
)
|
|
(2,635
|
)
|
|
—
|
|
|
(9,964
|
)
|
||||
Income tax benefit (provision)
|
|
75
|
|
|
(19
|
)
|
|
—
|
|
|
56
|
|
||||
Net (loss) income
|
|
$
|
(162
|
)
|
|
$
|
81,635
|
|
|
$
|
3,985
|
|
|
$
|
85,458
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
||||||||
Net loss (income) attributable to noncontrolling interests
|
|
$
|
2,205
|
|
|
$
|
(61,168
|
)
|
|
$
|
—
|
|
|
$
|
(58,963
|
)
|
Net income attributable to Common Shareholders
|
|
$
|
2,043
|
|
|
$
|
20,467
|
|
|
$
|
3,985
|
|
|
$
|
26,495
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real Estate at Cost
|
|
$
|
1,553,174
|
|
|
$
|
1,025,406
|
|
|
$
|
—
|
|
|
$
|
2,578,580
|
|
Total Assets
|
|
$
|
1,650,555
|
|
|
$
|
1,154,213
|
|
|
$
|
168,931
|
|
|
$
|
2,973,699
|
|
Acquisition of Real Estate
|
|
$
|
—
|
|
|
$
|
52,800
|
|
|
$
|
—
|
|
|
$
|
52,800
|
|
Investment in Redevelopment and Improvements
|
|
$
|
3,271
|
|
|
$
|
61,480
|
|
|
$
|
—
|
|
|
$
|
64,751
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Total
|
||||||||
Revenues
|
|
$
|
30,535
|
|
|
$
|
13,934
|
|
|
$
|
5,042
|
|
|
$
|
49,511
|
|
Property operating expenses, other operating and real estate taxes
|
|
(7,587
|
)
|
|
(4,627
|
)
|
|
—
|
|
|
(12,214
|
)
|
||||
General and administrative expenses
|
|
(6,238
|
)
|
|
(641
|
)
|
|
—
|
|
|
(6,879
|
)
|
||||
Depreciation and amortization
|
|
(8,300
|
)
|
|
(3,284
|
)
|
|
—
|
|
|
(11,584
|
)
|
||||
Operating income
|
|
8,410
|
|
|
5,382
|
|
|
5,042
|
|
|
18,834
|
|
||||
Equity in earnings of unconsolidated affiliates
|
|
227
|
|
|
1,203
|
|
|
—
|
|
|
1,430
|
|
||||
Loss on debt extinguishment
|
|
(3
|
)
|
|
(63
|
)
|
|
—
|
|
|
(66
|
)
|
||||
Gain on disposition of property
|
|
—
|
|
|
561
|
|
|
—
|
|
|
561
|
|
||||
Interest and other finance expense
|
|
(6,627
|
)
|
|
(2,907
|
)
|
|
—
|
|
|
(9,534
|
)
|
||||
Income tax benefit (provision)
|
|
91
|
|
|
(8
|
)
|
|
—
|
|
|
83
|
|
||||
Income from continuing operations
|
|
2,098
|
|
|
4,168
|
|
|
5,042
|
|
|
11,308
|
|
||||
Discontinued operations
|
|
|
|
|
|
|
|
|
||||||||
Gain on disposition of property
|
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
||||
Net income
|
|
$
|
2,098
|
|
|
$
|
4,728
|
|
|
$
|
5,042
|
|
|
$
|
11,868
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(1,036
|
)
|
|
$
|
1,093
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Discontinued operations
|
|
(4
|
)
|
|
(457
|
)
|
|
—
|
|
|
(461
|
)
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
$
|
(1,040
|
)
|
|
$
|
636
|
|
|
$
|
—
|
|
|
$
|
(404
|
)
|
Net income attributable to Common Shareholders
|
|
$
|
1,058
|
|
|
$
|
5,364
|
|
|
$
|
5,042
|
|
|
$
|
11,464
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real Estate at Cost
|
|
$
|
1,184,956
|
|
|
$
|
797,673
|
|
|
$
|
—
|
|
|
$
|
1,982,629
|
|
Total Assets
|
|
$
|
1,153,586
|
|
|
$
|
1,122,303
|
|
|
$
|
96,307
|
|
|
$
|
2,372,196
|
|
Acquisition of Real Estate
|
|
$
|
17,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,100
|
|
Investment in Redevelopment and Improvements
|
|
$
|
754
|
|
|
$
|
30,052
|
|
|
$
|
—
|
|
|
$
|
30,806
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Total
|
||||||||
Revenues
|
|
$
|
73,186
|
|
|
$
|
25,063
|
|
|
$
|
7,393
|
|
|
$
|
105,642
|
|
Property operating expenses, other operating and real estate taxes
|
|
(17,926
|
)
|
|
(11,431
|
)
|
|
—
|
|
|
(29,357
|
)
|
||||
General and administrative expenses
|
|
(14,208
|
)
|
|
(1,329
|
)
|
|
—
|
|
|
(15,537
|
)
|
||||
Depreciation and amortization
|
|
(20,475
|
)
|
|
(7,086
|
)
|
|
—
|
|
|
(27,561
|
)
|
||||
Impairment of asset
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
||||
Operating income
|
|
15,577
|
|
|
5,217
|
|
|
7,393
|
|
|
28,187
|
|
||||
Equity in earnings of unconsolidated affiliates
|
|
1,133
|
|
|
8,866
|
|
|
—
|
|
|
9,999
|
|
||||
Gain on disposition of property of unconsolidated affiliates
|
|
—
|
|
|
17,105
|
|
|
—
|
|
|
17,105
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
(134
|
)
|
||||
Gain on disposition of property
|
|
—
|
|
|
88,984
|
|
|
—
|
|
|
88,984
|
|
||||
Interest and other finance expense
|
|
(13,797
|
)
|
|
(4,988
|
)
|
|
—
|
|
|
(18,785
|
)
|
||||
Income tax provision
|
|
(405
|
)
|
|
(956
|
)
|
|
—
|
|
|
(1,361
|
)
|
||||
Net income
|
|
$
|
2,508
|
|
|
$
|
114,094
|
|
|
$
|
7,393
|
|
|
$
|
123,995
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
||||||||
Net loss (income) attributable to noncontrolling interests
|
|
$
|
2,026
|
|
|
$
|
(82,979
|
)
|
|
$
|
—
|
|
|
$
|
(80,953
|
)
|
Net income attributable to Common Shareholders
|
|
$
|
4,534
|
|
|
$
|
31,115
|
|
|
$
|
7,393
|
|
|
$
|
43,042
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real Estate at Cost
|
|
$
|
1,553,174
|
|
|
$
|
1,025,406
|
|
|
$
|
—
|
|
|
$
|
2,578,580
|
|
Total Assets
|
|
$
|
1,650,555
|
|
|
$
|
1,154,213
|
|
|
$
|
168,931
|
|
|
$
|
2,973,699
|
|
Acquisition of Real Estate
|
|
$
|
169,235
|
|
|
$
|
103,836
|
|
|
$
|
—
|
|
|
$
|
273,071
|
|
Investment in Redevelopment and Improvements
|
|
$
|
9,624
|
|
|
$
|
95,621
|
|
|
$
|
—
|
|
|
$
|
105,245
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Total
|
||||||||
Revenues
|
|
$
|
60,684
|
|
|
$
|
26,576
|
|
|
$
|
8,936
|
|
|
$
|
96,196
|
|
Property operating expenses, other operating and real estate taxes
|
|
(15,493
|
)
|
|
(10,202
|
)
|
|
—
|
|
|
(25,695
|
)
|
||||
General and administrative expenses
|
|
(12,651
|
)
|
|
(1,124
|
)
|
|
—
|
|
|
(13,775
|
)
|
||||
Depreciation and amortization
|
|
(16,633
|
)
|
|
(6,538
|
)
|
|
—
|
|
|
(23,171
|
)
|
||||
Operating income
|
|
15,907
|
|
|
8,712
|
|
|
8,936
|
|
|
33,555
|
|
||||
Equity in earnings of unconsolidated affiliates
|
|
323
|
|
|
4,136
|
|
|
—
|
|
|
4,459
|
|
||||
Loss on debt extinguishment
|
|
(3
|
)
|
|
(266
|
)
|
|
—
|
|
|
(269
|
)
|
||||
Gain on disposition of property
|
|
12,387
|
|
|
561
|
|
|
—
|
|
|
12,948
|
|
||||
Interest and other finance expense
|
|
(13,510
|
)
|
|
(6,675
|
)
|
|
—
|
|
|
(20,185
|
)
|
||||
Income tax provision
|
|
(13
|
)
|
|
(72
|
)
|
|
—
|
|
|
(85
|
)
|
||||
Income from continuing operations
|
|
15,091
|
|
|
6,396
|
|
|
8,936
|
|
|
30,423
|
|
||||
Discontinued operations
|
|
|
|
|
|
|
|
|
||||||||
Gain on disposition of property
|
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
||||
Net income
|
|
15,091
|
|
|
6,956
|
|
|
8,936
|
|
|
30,983
|
|
||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
(1,453
|
)
|
|
3,990
|
|
|
—
|
|
|
2,537
|
|
||||
Discontinued operations
|
|
(4
|
)
|
|
(457
|
)
|
|
—
|
|
|
(461
|
)
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
(1,457
|
)
|
|
3,533
|
|
|
—
|
|
|
2,076
|
|
||||
Net income attributable to Common Shareholders
|
|
$
|
13,634
|
|
|
$
|
10,489
|
|
|
$
|
8,936
|
|
|
$
|
33,059
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real Estate at Cost
|
|
$
|
1,184,956
|
|
|
$
|
797,673
|
|
|
$
|
—
|
|
|
$
|
1,982,629
|
|
Total Assets
|
|
$
|
1,153,586
|
|
|
$
|
1,122,303
|
|
|
$
|
96,307
|
|
|
$
|
2,372,196
|
|
Acquisition of Real Estate
|
|
$
|
107,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,600
|
|
Investment in Redevelopment and Improvements
|
|
$
|
2,182
|
|
|
$
|
66,129
|
|
|
$
|
—
|
|
|
$
|
68,311
|
|
•
|
Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas. Our goal is to create value through accretive redevelopment and re-tenanting activities within our existing portfolio and grow this platform through the acquisition of high-quality assets that have the long-term potential to outperform the asset class.
|
•
|
Generate additional growth through our Funds in which we co-invest with high-quality institutional investors. Our Fund strategy focuses on opportunistic yet disciplined acquisition with high inherent opportunity for the creation of additional value, execution on this opportunity and the realization of value through the sale of these assets. In connection with this strategy, we focus on:
|
◦
|
value-add investments in street retail properties, located in established and "next generation" submarkets, with re-tenanting or repositioning opportunities,
|
◦
|
opportunistic acquisitions of well-located real estate anchored by distressed retailers, and
|
◦
|
other opportunistic acquisitions, which vary based on market conditions and may include high-yield acquisitions and purchases of distressed debt.
|
•
|
Some of these investments have also included, and may in the future include, joint ventures with private equity investors for the purpose of making investments in operating retailers with significant embedded value in their real estate assets.
|
•
|
Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.
|
•
|
Core Portfolio
|
◦
|
Our Core Portfolio consists of those properties we either entirely own, or partially own in joint ventures, through the Operating Partnership, or subsidiaries thereof, not including those properties owned through our Funds. There are
89
properties in our Core Portfolio totaling 4.7 million square feet. As of
June 30, 2015
, the Core Portfolio physical occupancy was 96.4% and leased occupancy, which includes executed leases for which rent has not yet commenced, was 97.0%.
|
•
|
Funds
|
◦
|
Fund I has three properties totaling 0.1 million square feet.
|
◦
|
Fund II has four properties, two of which (representing 0.3 million square feet) are operating, one of which is under construction, and one of which is in the design phase.
|
◦
|
Fund III has
11
properties, eight of which (representing 1.3 million square feet) are operating and three of which are in various stages of redevelopment.
|
◦
|
Fund IV has
38
properties, 10 of which (representing 0.9 million square feet) are operating and 28 of which are in various stages of development.
|
(dollars in millions)
|
2015
|
2014
|
||||||||||||||||
Revenues
|
Core
Portfolio
|
Funds
|
Structured Financing
|
Core
Portfolio
|
Funds
|
Structured Financing
|
||||||||||||
Rental income
|
$
|
30.5
|
|
$
|
9.3
|
|
$
|
—
|
|
$
|
25.1
|
|
$
|
11.0
|
|
$
|
—
|
|
Interest income
|
—
|
|
—
|
|
4.0
|
|
—
|
|
—
|
|
3.0
|
|
||||||
Expense reimbursements
|
6.0
|
|
1.9
|
|
—
|
|
5.3
|
|
2.5
|
|
—
|
|
||||||
Other
|
1.1
|
|
0.5
|
|
—
|
|
0.1
|
|
0.4
|
|
2.0
|
|
||||||
Total revenues
|
$
|
37.6
|
|
$
|
11.7
|
|
$
|
4.0
|
|
$
|
30.5
|
|
$
|
13.9
|
|
$
|
5.0
|
|
(dollars in millions)
|
2015
|
2014
|
||||||||||||||||
Operating Expenses
|
Core
Portfolio
|
Funds
|
Structured Financing
|
Core
Portfolio
|
Funds
|
Structured Financing
|
||||||||||||
Property operating
|
$
|
4.0
|
|
$
|
2.2
|
|
$
|
—
|
|
$
|
3.4
|
|
$
|
2.3
|
|
$
|
—
|
|
Other operating
|
0.1
|
|
0.5
|
|
—
|
|
0.9
|
|
—
|
|
—
|
|
||||||
Real estate taxes
|
4.2
|
|
2.2
|
|
—
|
|
3.3
|
|
2.3
|
|
—
|
|
||||||
General and administrative
|
7.4
|
|
0.6
|
|
—
|
|
6.2
|
|
0.6
|
|
—
|
|
||||||
Depreciation and amortization
|
10.6
|
|
3.3
|
|
—
|
|
8.3
|
|
3.3
|
|
—
|
|
||||||
Impairment of asset
|
5.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total operating expenses
|
$
|
31.3
|
|
$
|
8.8
|
|
$
|
—
|
|
$
|
22.1
|
|
$
|
8.5
|
|
$
|
—
|
|
(dollars in millions)
|
2015
|
2014
|
||||||||||||||||
Other
|
Core
Portfolio
|
Funds
|
Structured Financing
|
Core
Portfolio
|
Funds
|
Structured Financing
|
||||||||||||
Equity in earnings of unconsolidated affiliates
|
$
|
0.7
|
|
$
|
2.7
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
1.2
|
|
$
|
—
|
|
Gain on disposition of property of unconsolidated affiliates
|
—
|
|
17.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Loss on debt extinguishment
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
||||||
Gain on disposition of properties
|
—
|
|
61.8
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
||||||
Interest and other finance expense
|
(7.3
|
)
|
(2.6
|
)
|
—
|
|
(6.6
|
)
|
(2.9
|
)
|
—
|
|
||||||
Income tax benefit
|
0.1
|
|
—
|
|
—
|
|
0.1
|
|
—
|
|
—
|
|
||||||
Income from discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
||||||
Net (income) loss attributable to noncontrolling interests -
|
|
|
|
|
|
|
|
|
|
|||||||||
- Continuing operations
|
2.2
|
|
(61.2
|
)
|
—
|
|
(1.0
|
)
|
1.1
|
|
—
|
|
||||||
- Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.5
|
)
|
—
|
|
(dollars in millions)
|
2015
|
2014
|
||||||||||||||||
Revenues
|
Core
Portfolio
|
Funds
|
Structured Financing
|
Core
Portfolio
|
Funds
|
Structured Financing
|
||||||||||||
Rental income
|
$
|
59.1
|
|
$
|
18.9
|
|
$
|
—
|
|
$
|
49.4
|
|
$
|
20.5
|
|
$
|
—
|
|
Interest income
|
—
|
|
—
|
|
7.4
|
|
—
|
|
—
|
|
6.2
|
|
||||||
Expense reimbursements
|
12.6
|
|
5.3
|
|
—
|
|
11.1
|
|
5.5
|
|
—
|
|
||||||
Other
|
1.5
|
|
0.9
|
|
—
|
|
0.2
|
|
0.5
|
|
2.7
|
|
||||||
Total revenues
|
$
|
73.2
|
|
$
|
25.1
|
|
$
|
7.4
|
|
$
|
60.7
|
|
$
|
26.5
|
|
$
|
8.9
|
|
(dollars in millions)
|
2015
|
2014
|
||||||||||||||||
Operating Expenses
|
Core
Portfolio
|
Funds
|
Structured Financing
|
Core
Portfolio
|
Funds
|
Structured Financing
|
||||||||||||
Property operating
|
$
|
9.1
|
|
$
|
4.8
|
|
$
|
—
|
|
$
|
7.4
|
|
$
|
5.4
|
|
$
|
—
|
|
Other operating
|
0.6
|
|
2.1
|
|
—
|
|
1.4
|
|
0.2
|
|
—
|
|
||||||
Real estate taxes
|
8.2
|
|
4.5
|
|
—
|
|
6.7
|
|
4.6
|
|
—
|
|
||||||
General and administrative
|
14.2
|
|
1.3
|
|
—
|
|
12.7
|
|
1.1
|
|
—
|
|
||||||
Depreciation and amortization
|
20.5
|
|
7.1
|
|
—
|
|
16.6
|
|
6.5
|
|
—
|
|
||||||
Impairment of asset
|
5.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total operating expenses
|
$
|
57.6
|
|
$
|
19.8
|
|
$
|
—
|
|
$
|
44.8
|
|
$
|
17.8
|
|
$
|
—
|
|
(dollars in millions)
|
2015
|
2014
|
||||||||||||||||
Other
|
Core
Portfolio
|
Funds
|
Structured Financing
|
Core
Portfolio
|
Funds
|
Structured Financing
|
||||||||||||
Equity in earnings of unconsolidated affiliates
|
$
|
1.1
|
|
$
|
8.9
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
4.1
|
|
$
|
—
|
|
Gain on disposition of property of unconsolidated affiliates
|
—
|
|
17.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Loss on debt extinguishment
|
—
|
|
(0.1
|
)
|
—
|
|
—
|
|
(0.3
|
)
|
—
|
|
||||||
Gain on disposition of properties
|
—
|
|
89.0
|
|
—
|
|
12.4
|
|
0.6
|
|
—
|
|
||||||
Interest and other finance expense
|
(13.8
|
)
|
(5.0
|
)
|
—
|
|
(13.5
|
)
|
(6.7
|
)
|
—
|
|
||||||
Income tax provision
|
(0.4
|
)
|
(1.0
|
)
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
||||||
Income from discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
||||||
Net (income) loss attributable to noncontrolling interests -
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
- Continuing operations
|
2.0
|
|
(83.0
|
)
|
—
|
|
(1.5
|
)
|
4.0
|
|
—
|
|
||||||
- Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.5
|
)
|
—
|
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Consolidated Operating Income to NOI - Core Portfolio
|
|
|
|
|
||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Consolidated Operating Income
|
|
$
|
13.0
|
|
|
$
|
18.8
|
|
|
$
|
28.2
|
|
|
$
|
33.6
|
|
Add back:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
8.0
|
|
|
6.9
|
|
|
15.5
|
|
|
13.8
|
|
||||
Depreciation and amortization
|
|
13.9
|
|
|
11.6
|
|
|
27.6
|
|
|
23.1
|
|
||||
Impairment of asset
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
(4.0
|
)
|
|
(3.0
|
)
|
|
(7.4
|
)
|
|
(6.2
|
)
|
||||
Straight-line rent and other adjustments
|
|
(2.7
|
)
|
|
(3.7
|
)
|
|
(3.3
|
)
|
|
(5.5
|
)
|
||||
Consolidated NOI
|
|
33.2
|
|
|
30.6
|
|
|
65.6
|
|
|
58.8
|
|
||||
Less: Noncontrolling interest in consolidated NOI
|
|
(8.4
|
)
|
|
(10.2
|
)
|
|
(17.8
|
)
|
|
(18.8
|
)
|
||||
Less: Operating Partnership's interest in Fund NOI included above
|
|
(1.3
|
)
|
|
(1.6
|
)
|
|
(2.9
|
)
|
|
(2.9
|
)
|
||||
Add: Operating Partnership's share of unconsolidated joint ventures NOI
1
|
|
2.7
|
|
|
0.9
|
|
|
5.2
|
|
|
1.8
|
|
||||
Core Portfolio NOI
|
|
$
|
26.2
|
|
|
$
|
19.7
|
|
|
$
|
50.1
|
|
|
$
|
38.9
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(amounts in millions, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Funds From Operations
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Common Shareholders
|
$
|
26.5
|
|
|
$
|
11.5
|
|
|
$
|
43.0
|
|
|
$
|
33.1
|
|
Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests’ share)
|
11.5
|
|
|
9.0
|
|
|
22.5
|
|
|
17.8
|
|
||||
(Gain) loss on sale (net of noncontrolling interests’ share)
|
(5.8
|
)
|
|
0.2
|
|
|
(11.2
|
)
|
|
(12.2
|
)
|
||||
Impairment of asset (net of noncontrolling interests’ share)
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||
Income attributable to Common OP Unit holders
|
1.5
|
|
|
0.4
|
|
|
2.5
|
|
|
1.3
|
|
||||
Funds from operations attributable to Common Shareholders and Common OP Unit holders
|
$
|
34.8
|
|
|
$
|
21.1
|
|
|
$
|
57.9
|
|
|
$
|
40.0
|
|
Funds From Operations per Share - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of Common Shares and Common OP Units
|
73.1
|
|
|
60.5
|
|
|
72.8
|
|
|
59.5
|
|
||||
Diluted funds from operations, per Common Share and Common OP Unit
|
$
|
0.48
|
|
|
$
|
0.35
|
|
|
$
|
0.80
|
|
|
$
|
0.67
|
|
(dollars in millions)
|
|
|
|
|
|
|
|
|||||
Property
|
|
Owner
|
|
Costs
to date |
|
Anticipated
additional costs (1) |
Status
|
Anticipated square
feet upon completion |
Anticipated completion dates
|
|||
City Point (2)
|
|
Fund II
|
|
$
|
287.2
|
|
|
$102.8 - $122.8
|
Construction commenced
|
763,000
|
|
2016/2020
|
Sherman Plaza
|
|
Fund II
|
|
35.4
|
|
|
To be determined
|
Pre-construction
|
To be determined
|
|
To be determined
|
|
Cortlandt Crossing
|
|
Fund III
|
|
13.3
|
|
|
33.7 - 42.7
|
Pre-construction
|
150,000 - 170,000
|
|
2017
|
|
3104 M Street NW
|
|
Fund III
|
|
4.8
|
|
|
3.2 - 4.2
|
Construction commenced
|
10,000
|
|
2016
|
|
Broad Hollow Commons
|
|
Fund III
|
|
14.2
|
|
|
35.8 - 45.8
|
Pre-construction
|
180,000 - 200,000
|
|
2016
|
|
210 Bowery
|
|
Fund IV
|
|
10.6
|
|
|
7.9 - 11.9
|
Construction commenced
|
16,000
|
|
2016
|
|
Broughton Street Portfolio
|
|
Fund IV
|
|
50.2
|
|
|
34.8 - 39.8
|
Construction commenced
|
200,000
|
|
2016
|
|
27 E. 61st Street
|
|
Fund IV
|
|
20.7
|
|
|
2.1 - 6.1
|
Pre-construction
|
9,500
|
|
2016
|
|
801 Madison Avenue
|
|
Fund IV
|
|
33.5
|
|
|
2.5 - 7.5
|
Pre-construction
|
5,000
|
|
2016
|
|
Total
|
|
|
|
$
|
469.9
|
|
|
$222.8 - $280.8
|
|
|
|
(dollars in millions)
Borrower
|
|
Total
amount of
credit
facility
|
|
Amount
borrowed as of
December 31,
2014
|
|
Net borrowings (repayments)
during the six months ended June 30, 2015
|
|
Amount
borrowed
as of
June 30, 2015
|
|
Letters of credit outstanding as of June 30, 2015
|
|
Amount
available
under credit
facilities
as of
June 30,2015
|
||||||||||||
Term Loan
|
|
$
|
50.0
|
|
|
$
|
50.0
|
|
|
$
|
—
|
|
|
$
|
50.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unsecured Revolving Line (1)
|
|
150.0
|
|
|
—
|
|
|
83.5
|
|
|
83.5
|
|
|
12.5
|
|
|
54.0
|
|
||||||
Fund IV Revolving Subscription Line (2)
|
|
150.0
|
|
|
77.1
|
|
|
(54.7
|
)
|
|
22.4
|
|
|
—
|
|
|
127.6
|
|
||||||
Fund II Revolving Line (1)
|
|
25.0
|
|
|
—
|
|
|
12.5
|
|
|
12.5
|
|
|
—
|
|
|
12.5
|
|
||||||
Fund IV Revolving Line (1)
|
|
50.0
|
|
|
—
|
|
|
34.5
|
|
|
34.5
|
|
|
—
|
|
|
15.5
|
|
||||||
Total
|
|
$
|
425.0
|
|
|
$
|
127.1
|
|
|
$
|
75.8
|
|
|
$
|
202.9
|
|
|
$
|
12.5
|
|
|
$
|
209.6
|
|
(dollars in millions)
|
|
|
|
|
|
||||
Description of Debt and Collateral
|
6/30/15
|
12/31/14
|
Interest Rate
|
Maturity
|
Payment
Terms
|
||||
Variable-rate debt
|
|
|
|
|
|
||||
Liberty Avenue
|
$
|
—
|
|
$
|
9.0
|
|
LIBOR+2.75%
|
4/30/2015
|
Monthly principal and interest
|
210 Bowery
|
4.6
|
|
4.6
|
|
LIBOR+1.95%
|
7/31/2015
|
Interest only monthly
|
||
City Point
|
—
|
|
20.7
|
|
LIBOR+4.00%
|
8/12/2015
|
Interest only monthly
|
||
City Point
|
20.0
|
|
20.0
|
|
LIBOR+1.70%
|
8/23/2015
|
Interest only monthly
|
||
Cortlandt Towne Center
|
83.5
|
|
83.9
|
|
LIBOR+1.65%
|
10/26/2015
|
Monthly principal and interest
|
||
Nostrand Avenue
|
11.8
|
|
12.0
|
|
LIBOR+2.65%
|
2/1/2016
|
Monthly principal and interest
|
||
Heritage Shops
|
24.5
|
|
24.5
|
|
LIBOR+1.55%
|
2/28/2016
|
Interest only monthly
|
||
Broughton Street Portfolio
|
20.0
|
|
—
|
|
LIBOR+3.00%
|
5/5/2016
|
Interest only monthly
|
||
640 Broadway
|
22.3
|
|
22.6
|
|
LIBOR+2.95%
|
7/1/2016
|
Monthly principal and interest
|
||
City Point
|
62.0
|
|
—
|
|
SIFMA+1.60%
|
12/1/2016
|
Interest only monthly
|
||
Lincoln Park Centre
|
—
|
|
28.0
|
|
LIBOR+1.45%
|
12/3/2016
|
Interest only monthly
|
||
654 Broadway
|
8.9
|
|
9.0
|
|
LIBOR+1.88%
|
3/1/2017
|
Interest only monthly
|
||
New Hyde Park Shopping Center
|
11.5
|
|
11.7
|
|
LIBOR+1.85%
|
5/1/2017
|
Interest only monthly
|
||
938 W. North Avenue
|
12.5
|
|
12.5
|
|
LIBOR+2.35%
|
5/1/2017
|
Interest only monthly
|
||
1151 Third Avenue
|
12.5
|
|
12.5
|
|
LIBOR+1.75%
|
6/3/2017
|
Interest only monthly
|
||
161st Street
|
29.5
|
|
29.5
|
|
LIBOR+2.50%
|
4/1/2018
|
Interest only monthly
|
||
664 North Michigan Ave
|
43.7
|
|
44.4
|
|
LIBOR+1.65%
|
6/28/2018
|
Monthly principal and interest
|
||
Paramus Plaza
|
12.6
|
|
12.6
|
|
LIBOR+1.70%
|
2/20/2019
|
Interest only monthly
|
||
Lake Montclair
|
15.1
|
|
15.3
|
|
LIBOR+2.15%
|
5/1/2019
|
Monthly principal and interest
|
||
17 E. 71st Street
|
19.0
|
|
—
|
|
LIBOR+1.90%
|
6/9/2020
|
Interest only monthly
|
||
1035 Third Avenue
|
42.0
|
|
—
|
|
LIBOR+2.35%
|
1/28/2021
|
Interest only monthly
|
||
City Point
|
20.0
|
|
20.0
|
|
LIBOR+1.39%
|
11/1/2021
|
Interest only monthly
|
||
3104 M Street
|
1.3
|
|
0.1
|
|
PRIME+0.50%
|
12/10/2021
|
Interest only monthly
|
||
4401 White Plains Road
|
6.1
|
|
6.1
|
|
LIBOR+1.90%
|
9/1/2022
|
Monthly principal and interest
|
||
28 Jericho Turnpike
|
15.5
|
|
15.7
|
|
LIBOR+1.90%
|
1/23/2023
|
Monthly principal and interest
|
||
60 Orange Street
|
8.1
|
|
8.2
|
|
LIBOR+1.75%
|
4/3/2023
|
Monthly principal and interest
|
||
Sub-total mortgage notes payable
|
507.0
|
|
422.9
|
|
|
|
|
||
Unsecured debt
|
|
|
|
|
|
|
|
||
Fund IV revolving subscription line (1)
|
22.4
|
|
77.1
|
|
LIBOR+1.65%
|
11/20/2015
|
Interest only monthly
|
||
Fund II Revolving Line
|
12.5
|
|
—
|
|
LIBOR+2.75%
|
10/19/2016
|
Interest only monthly
|
||
Fund IV Term Loan
|
34.5
|
|
—
|
|
LIBOR+2.75%
|
2/9/2017
|
Interest only monthly
|
||
Unsecured Revolving Line
|
83.5
|
|
—
|
|
LIBOR+1.30%
|
1/31/2018
|
Interest only monthly
|
||
Term Loan
|
50.0
|
|
50.0
|
|
LIBOR+1.40%
|
11/25/2019
|
Interest only monthly
|
||
Sub-total credit facilities
|
202.9
|
|
127.1
|
|
|
|
|
||
Interest rate swaps (2)
|
(207.9
|
)
|
(223.8
|
)
|
|
|
|
||
Total variable-rate debt, net of swaps
|
502.0
|
|
326.2
|
|
|
|
|
||
|
|
|
|
|
|
(dollars in millions)
|
|
|
|
|
|
||||
Description of Debt and Collateral
|
6/30/15
|
12/31/14
|
Interest Rate
|
Maturity
|
Payment
Terms
|
||||
Fixed-rate debt
|
|
|
|
|
|
|
|
||
Crescent Plaza
|
$
|
—
|
|
$
|
16.5
|
|
4.98%
|
9/6/2015
|
Monthly principal and interest
|
Pacesetter Park Shopping Center
|
11.2
|
|
11.3
|
|
5.13%
|
11/6/2015
|
Monthly principal and interest
|
||
Elmwood Park Shopping Center
|
31.9
|
|
32.2
|
|
5.53%
|
1/1/2016
|
Monthly principal and interest
|
||
Chicago Street Retail Portfolio
|
15.1
|
|
15.3
|
|
5.61%
|
2/1/2016
|
Monthly principal and interest
|
||
The Gateway Shopping Center
|
19.3
|
|
19.4
|
|
5.44%
|
3/1/2016
|
Monthly principal and interest
|
||
330-340 River Street
|
10.5
|
|
10.7
|
|
5.24%
|
5/1/2016
|
Monthly principal and interest
|
||
Brandywine
|
166.2
|
|
166.2
|
|
6.00%
|
7/1/2016
|
Interest only monthly
|
||
Rhode Island Place Shopping Center
|
15.9
|
|
16.0
|
|
6.35%
|
12/1/2016
|
Monthly principal and interest
|
||
City Point
|
19.0
|
|
—
|
|
1.25%
|
12/1/2016
|
Interest only monthly
|
||
Convertible Note
|
—
|
|
0.4
|
|
3.75%
|
12/15/2016
|
Interest only monthly
|
||
239 Greenwich Avenue
|
26.0
|
|
26.0
|
|
5.42%
|
2/11/2017
|
Interest only monthly
|
||
639 West Diversey
|
4.2
|
|
4.2
|
|
6.65%
|
3/1/2017
|
Monthly principal and interest
|
||
Merrillville Plaza
|
25.3
|
|
25.5
|
|
5.88%
|
8/1/2017
|
Monthly principal and interest
|
||
Bedford Green
|
29.4
|
|
29.6
|
|
5.10%
|
9/5/2017
|
Monthly principal and interest
|
||
216th Street
|
25.5
|
|
—
|
|
5.80%
|
10/1/2017
|
Interest only monthly
|
||
City Point
|
5.3
|
|
5.3
|
|
1.00%
|
8/23/2019
|
Interest only monthly
|
||
City Point
|
200.0
|
|
199.0
|
|
4.75%
|
5/29/2020
|
Interest only monthly
|
||
163 Highland Avenue
|
9.7
|
|
—
|
|
4.66%
|
3/1/2024
|
Monthly principal and interest
|
||
Interest rate swaps (2)
|
207.9
|
|
223.8
|
|
|
|
|
||
Total fixed-rate debt, including swaps
|
822.4
|
|
801.4
|
|
|
|
|
||
Unamortized premium
|
2.3
|
|
2.9
|
|
|
|
|
||
Total
|
$
|
1,326.7
|
|
$
|
1,130.5
|
|
|
|
|
(dollars in millions)
|
Payments due by period
|
||||||||||||||||||
Contractual obligations
|
Total
|
|
Less than
1 year
|
|
1 to 3
years
|
|
3 to 5
years
|
|
More than
5 years
|
||||||||||
Future debt maturities
|
$
|
1,324.4
|
|
|
$
|
280.0
|
|
|
$
|
644.9
|
|
|
$
|
303.3
|
|
|
$
|
96.2
|
|
Interest obligations on debt
|
140.6
|
|
|
47.3
|
|
|
50.0
|
|
|
31.5
|
|
|
11.8
|
|
|||||
Operating lease obligations (1)
|
25.2
|
|
|
1.5
|
|
|
7.7
|
|
|
3.8
|
|
|
12.2
|
|
|||||
Construction commitments
|
94.6
|
|
|
94.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,584.8
|
|
|
$
|
423.4
|
|
|
$
|
702.6
|
|
|
$
|
338.6
|
|
|
$
|
120.2
|
|
(dollars in millions)
|
Operating
Partnership
|
|
|
|||
Investment
|
Pro-rata share of
mortgage debt |
Interest rate at June 30, 2015
|
Maturity Date
|
|||
Parkway Crossing
|
$
|
2.3
|
|
2.39
|
%
|
January 2016
|
Promenade at Manassas
|
5.7
|
|
1.59
|
%
|
November 2016
|
|
1701 Belmont Avenue
|
0.7
|
|
4.00
|
%
|
January 2017
|
|
Arundel Plaza
|
1.8
|
|
2.19
|
%
|
April 2017
|
|
2819 Kennedy Boulevard
|
1.5
|
|
2.34
|
%
|
December 2017
|
|
Eden Square
|
3.6
|
|
2.19
|
%
|
December 2017
|
|
230/240 W. Broughton
|
0.4
|
|
2.09
|
%
|
May 2018
|
|
Crossroads
|
33.1
|
|
3.94
|
%
|
September 2024
|
|
840 N. Michigan
|
65.0
|
|
4.36
|
%
|
February 2025
|
|
Georgetown Portfolio
|
8.9
|
|
4.72
|
%
|
December 2027
|
|
Total
|
$
|
123.0
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
53.8
|
|
|
$
|
46.0
|
|
|
$
|
7.8
|
|
Net cash used in investing activities
|
(208.1
|
)
|
|
(169.1
|
)
|
|
(39.0
|
)
|
|||
Net cash provided by financing activities
|
41.5
|
|
|
130.7
|
|
|
(89.2
|
)
|
|||
Total
|
$
|
(112.8
|
)
|
|
$
|
7.6
|
|
|
$
|
(120.4
|
)
|
•
|
Additional cash flow during 2015 from Core and Fund Property acquisitions
|
•
|
Additional RCP Venture distributions during 2015
|
•
|
An increase of $165.5 million used in the acquisition of real estate during 2015
|
•
|
An increase of $36.9 million used in redevelopment and property improvement costs during 2015
|
•
|
An increase of $28.8 million used in issuance of notes receivable during 2015
|
•
|
A decrease of $18.6 million in return of capital from unconsolidated affiliates
|
•
|
A decrease of $12.0 million in proceeds from collections of notes receivable during 2015
|
•
|
An increase of $204.3 million in proceeds from disposition of properties during 2015
|
•
|
A decrease of $21.6 million in investments and advances to unconsolidated affiliates
|
•
|
A decrease of $67.4 million in net proceeds from the issuance of Common Shares, net of issuance costs during 2015
|
•
|
An increase of $27.5 million in dividends paid to Common Shareholders during 2015
|
•
|
An increase of $7.9 million in distributions to noncontrolling interests during 2015
|
•
|
An increase of $15.2 million of net borrowings during 2015
|
July 31, 2015
|
/s/ Kenneth F. Bernstein
Kenneth F. Bernstein
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
July 31, 2015
|
/s/ Jonathan W. Grisham
Jonathan W. Grisham
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Exhibit No.
|
Description
|
3.1
|
Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.)
|
3.2
|
First Amendment to Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.)
|
3.3
|
Second Amendment to Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.)
|
3.4
|
Third Amendment to Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.4 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.)
|
3.5
|
Fourth Amendment to Declaration of Trust (incorporated by reference to the copy thereof filed as Exhibit 3.1 (a) to the Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998.)
|
3.6
|
Fifth Amendment to Declaration of Trust (incorporated by reference to the copy thereof filed as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2009.)
|
3.7
|
Amended and Restated By-Laws of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 18, 2013.)
|
3.8
|
Amendment No. 1 to Amended and Restated By-Laws of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 29, 2014.)
|
4.1
|
Voting Trust Agreement between the Company and Yale University dated February 27, 2002 (incorporated by reference to the copy thereof filed as Exhibit 99.1 to Yale University's Schedule 13D filed on September 25, 2002.)
|
10.1
|
Credit Agreement, dated as of January 31, 2013, among Acadia Realty Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain Subsidiaries of Acadia Realty Limited Partnership from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers. (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 5, 2013.)
|
10.2
|
First Amendment to Credit Agreement, among Acadia Realty Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain Subsidiaries of Acadia Realty Limited Partnership from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers, dated September 30, 2014. (1)
|
10.3
|
Second Amendment to Credit Agreement, among Acadia Realty Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain Subsidiaries of Acadia Realty Limited Partnership from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers, dated May 22, 2015. (1)
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10.4
|
Form of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program. (1)
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10.5
|
Form of Omnibus Amendment to the Series of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program. (1)
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31.1
|
Certification of Chief Executive Officer pursuant to rule 13a–14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
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31.2
|
Certification of Chief Financial Officer pursuant to rule 13a–14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
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32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
|
99.1
|
Amended and Restated Agreement of Limited Partnership of Acadia Realty Limited Partnership (not including immaterial amendments) (incorporated by reference to the copy thereof filed as Exhibit 10.1 (c) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.)
|
By:
|
ACADIA REALTY TRUST, its
General Partner
|
By:
|
ACADIA MARK PLAZA LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
ACADIA ABSECON LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
ACADIA HOBSON LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
Acadia Property Holdings, LLC, its
General Partner
|
By:
|
ACADIA REALTY TRUST, its
General Partner
|
By:
|
ACADIA MARK PLAZA LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
ACADIA ABSECON LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
ACADIA HOBSON LLC, its
General Partner
|
By:
|
ACADIA PROPERTY HOLDINGS, LLC, its
General Partner
|
By:
|
Acadia Property Holdings, LLC, its
General Partner
|
By:
|
2675 City Center Partner LLC, its
General Partner
|
i.
|
vesting shall be subject to Assignee’s continuing employment with Acadia Realty Limited Partnership and Acadia Realty Trust or any of their subsidiaries (collectively, the “Company”). In the event that Assignee shall no longer be employed by the Company, any portion of the Assigned Interest which has not vested shall be void, terminated and revert to Assignor. Assignee shall have no right, title or interest in the remaining, unvested balance of the Assigned Interest; and
|
ii.
|
with respect to one hundred percent (100%) of the Assigned Interest awarded pursuant to Section 2, vesting shall occur as follows:
|
ASSIGNOR:
|
ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership
By:Acadia Realty Trust, its general partner
By:
Robert Masters
Senior Vice President
|
|
|
ASSIGNEE:
|
_______________________________________
[Insert Name of Assignee]
|
ASSIGNOR:
|
ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Acadia Realty Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Kenneth F. Bernstein
|
|
Kenneth F. Bernstein
President and Chief Executive Officer
|
|
July 31, 2015
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Acadia Realty Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jonathan W. Grisham
|
|
Jonathan W. Grisham
Senior Vice President and
Chief Financial Officer
|
|
July 31, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Kenneth F. Bernstein
|
|
Kenneth F. Bernstein
President and Chief Executive Officer
|
|
July 31, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jonathan W. Grisham
|
|
Jonathan W. Grisham
Senior Vice President and
Chief Financial Officer
|
|
July 31, 2015
|