UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number 1-12002
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ACADIA REALTY TRUST
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(Exact name of registrant as specified in its charter)
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Maryland
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23-2715194
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(State of incorporation)
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(I.R.S. employer identification no.)
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411 Theodore Fremd Avenue, Suite 300 Rye, NY 10580
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(Address of principal executive offices)
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(914) 288-8100
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(Registrant’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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Common Shares of Beneficial Interest, $0.001 par value
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(Title of Class)
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New York Stock Exchange
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(Name of Exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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YES
x
NO
o
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Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Act.
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YES
o
NO
x
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
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YES
x
NO
o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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YES
x
NO
o
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
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Large Accelerated Filer
x
Accelerated Filer
o
Non-accelerated Filer
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Smaller Reporting Company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 139a) of the Exchange Act.
o
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) YES
o
NO
x
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2,347.5 million, based on a price of $28.06 per share, the average sales price for the registrant’s common shares of beneficial interest on the New York Stock Exchange on that date.
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The number of shares of the registrant’s common shares of beneficial interest outstanding on February 20, 2018 was 83,735,086.
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DOCUMENTS INCORPORATED BY REFERENCE
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Part III – Portions of the registrant’s definitive proxy statement relating to its 2018 Annual Meeting of Shareholders presently scheduled to be held May 10, 2018 to be filed pursuant to Regulation 14A.
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Item No.
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Description
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Page
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1.
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1A.
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1B.
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2.
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3.
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4.
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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10.
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11.
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12.
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13.
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14.
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15.
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16.
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2
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3
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ITEM 1.
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BUSINESS.
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•
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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 development 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.
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Generate additional growth through our Funds in which we co-invest with high-quality institutional investors. Our Fund strategy focuses on opportunistic yet disciplined acquisitions 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:
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◦
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value-add investments in street retail properties, located in established and “next-generation” submarkets, with re-tenanting or repositioning opportunities,
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◦
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opportunistic acquisitions of well-located real estate anchored by distressed retailers, and
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◦
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other opportunistic acquisitions, which vary based on market conditions and may include high-yield acquisitions and purchases of distressed debt.
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•
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Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.
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4
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5
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(shares and dollars in millions)
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2017
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2016
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2015
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ATM Issuance
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Common Shares issued
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—
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4.5
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2.0
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Gross proceeds
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$
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—
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$
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157.6
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$
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65.6
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Net proceeds
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$
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—
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$
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155.7
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$
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64.4
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Follow-on Offering Issuances
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Common Shares issued
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—
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8.4
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—
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Gross proceeds
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$
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—
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$
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302.0
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$
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—
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Net proceeds
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$
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—
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$
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296.6
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$
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—
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6
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7
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8
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ITEM 1A.
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RISK FACTORS.
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9
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10
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11
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12
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•
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We may abandon development opportunities after expending resources to determine feasibility;
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Construction costs of a project may exceed our original estimates;
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•
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Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;
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Financing for development of a property may not be available to us on favorable terms;
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We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs, including labor and material costs; and
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We may not be able to obtain, or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations.
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13
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The property may fail to achieve the returns we have projected, either temporarily or for extended periods;
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We may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;
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We may not be able to integrate an acquisition into our existing operations successfully;
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Properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, in each case, at the time we make the decision to invest, which may result in the properties' failure to achieve the returns we projected;
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•
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Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and
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Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.
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14
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actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
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changes in our earnings estimates or those of analysts;
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changes in our dividend policy;
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impairment charges affecting the carrying value of one or more of our Properties or other assets;
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publication of research reports about us, the retail industry or the real estate industry generally;
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increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;
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changes in market valuations of similar companies;
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adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;
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additions or departures of key management personnel;
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actions by institutional security holders;
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proposed or adopted regulatory or legislative changes or developments;
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speculation in the press or investment community;
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the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and
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general market and economic conditions.
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15
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16
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17
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actual receipt of an improper benefit or profit in money, property or services; or
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a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.
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Compromising of confidential information;
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Manipulation and destruction of data;
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Loss of trade secrets;
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System downtimes and operational disruptions;
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18
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Remediation cost that may include liability for stolen assets or information and repairing system damage that may have been caused. Remediation may include incentives offered to customers, tenants or other business partners in an effort to maintain the business relationships or due to legal requirements imposed;
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Loss of revenues resulting from unauthorized use of proprietary information;
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Cost to deploy additional protection strategies, training employees and engaging third party experts and consultants;
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Reputational damage adversely affecting investor confidence; and
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Litigation.
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Increased storm intensity and severity of weather (e.g., floods or hurricanes);
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Sea level rise; and
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Extreme temperatures.
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Risks of property damage to our retail properties;
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Indirect financial and operational impacts from disruptions to the operations of major tenants located in our retail properties from severe weather, such as hurricanes or floods;
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Increased insurance premiums and deductibles, or a decrease in the availability of coverage, for properties in areas subject to severe weather;
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19
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Increased insurance claims and liabilities;
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Increases in energy costs impacting operational returns;
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Changes in the availability or quality of water or other natural resources on which the tenant's business depends;
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Decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable);
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Incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and
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Economic disruptions arising from the above.
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The discovery of previously unknown environmental conditions;
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Changes in law;
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Activities of tenants; and
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Activities relating to properties in the vicinity of our properties.
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20
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21
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temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate is reduced from 39.6% to 37% (through tax years beginning before January 1, 2026), while eliminating miscellaneous itemized deductions and limiting state and local tax deductions;
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reducing the maximum corporate income tax rate from 35% to 21%, which reduces, but does not eliminate, the competitive advantage that REITs enjoy relative to non-REIT corporations;
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permitting (subject to certain limitations) a deduction for certain pass-through business income, including, as noted above, dividends received by our shareholders that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts, generally resulting in an effective maximum U.S. federal income tax rate of 29.6% on such dividends, if the deduction is allowed in full (through tax years beginning before January 1, 2026);
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reducing the highest rate of withholding with respect to our distributions to non-U.S. shareholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
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•
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limiting our deduction for net operating losses to 80% of taxable income (prior to the application of the dividends paid deduction), where taxable income is determined without regarding to the net operating loss deduction itself, and generally eliminating net operating loss carrybacks and allowing unused net operating losses to be carried forward indefinitely;
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•
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amending the limitation on the deduction of net interest expense for all businesses, other than certain electing real estate businesses (which could adversely affect any of our taxable REIT subsidiaries (each, a “TRS”), including any new TRS that we may form);
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•
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expanding the ability of businesses to deduct the cost of certain purchases of property in the year in which such property is purchased; and
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•
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eliminating the corporate alternative minimum tax.
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22
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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23
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Year Acquired
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Acadia's Interest
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Gross Leasable Area (GLA)
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In Place Occupancy
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Leased Occupancy
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Annualized Base Rent (ABR)
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ABR/ Per Square Foot
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Property
(a)
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Key Tenants
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STREET AND URBAN RETAIL
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Chicago Metro
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664 N. Michigan Avenue
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Tommy Bahama, Ann Taylor Loft
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2013
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100.0
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%
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18,141
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100.0
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%
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100.0
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%
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$
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4,597,909
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$
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253.45
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840 N. Michigan Avenue
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H & M, Verizon Wireless
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2014
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88.4
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%
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87,135
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100.0
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%
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100.0
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%
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7,673,433
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88.06
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Rush and Walton Streets Collection - 5 properties
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Lululemon, BHLDN, Marc Jacobs
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2011/12
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100.0
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%
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32,501
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85.3
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%
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85.3
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%
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5,854,996
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211.19
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651-671 West Diversey
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Trader Joe's, Urban Outfitters
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2011
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100.0
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%
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46,259
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100.0
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%
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100.0
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%
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2,008,816
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43.43
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Clark Street and W. Diversey Collection - 3 properties
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Ann Taylor, Akira
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2011/12
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100.0
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%
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23,531
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91.3
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%
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91.3
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%
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1,244,789
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57.94
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Halsted and Armitage Collection - 9 properties
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Club Monaco
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2011/12
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100.0
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%
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45,151
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75.9
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%
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75.9
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%
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1,235,966
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36.07
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North Lincoln Park Chicago Collection - 6 properties
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Forever 21, Aldo, Carhartt
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2011/14
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100.0
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%
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50,961
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85.0
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%
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85.0
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%
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1,733,715
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40.02
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|||||
State and Washington
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H & M, Nordstrom Rack
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2016
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100.0
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%
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78,819
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100.0
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%
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100.0
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%
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2,969,482
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37.67
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|||||
151 N. State Street
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Walgreens
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2016
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100.0
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%
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27,385
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100.0
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%
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100.0
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%
|
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1,430,000
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52.22
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|||||
North and Kingsbury
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Old Navy, Pier 1 Imports
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2016
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100.0
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%
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41,700
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100.0
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%
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100.0
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%
|
|
1,608,789
|
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38.58
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|||||
Concord and Milwaukee
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—
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2016
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100.0
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%
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13,105
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87.8
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%
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87.8
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%
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355,976
|
|
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30.94
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|||||
California and Armitage
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—
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2016
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100.0
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%
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18,275
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|
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70.6
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%
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70.6
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%
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612,519
|
|
|
47.47
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|||||
Roosevelt Galleria
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Petco, Vitamin Shoppe
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2015
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100.0
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%
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37,995
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|
|
63.4
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%
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63.4
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%
|
|
701,982
|
|
|
29.14
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|||||
Sullivan Center
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Target, DSW
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2016
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100.0
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%
|
|
176,181
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|
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98.6
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%
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|
100.0
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%
|
|
6,444,079
|
|
|
37.10
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|
|
24
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|
Year Acquired
|
Acadia's Interest
|
|
Gross Leasable Area (GLA)
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|
In Place Occupancy
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|
Leased Occupancy
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|
Annualized Base Rent (ABR)
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|
ABR/ Per Square Foot
|
|||||||||||
Property
(a)
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Key Tenants
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|
||||||||||||||||||
New York Metro
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|
|||||||||||
Soho Collection - 4 properties
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Paper Source, Kate Spade, 3x1 Jeans
|
2011/14
|
100.0
|
%
|
|
12,511
|
|
—
|
|
82.4
|
%
|
—
|
|
82.4
|
%
|
—
|
|
3,157,177
|
|
|
306.25
|
|
||
5-7 East 17th Street
|
Union Fare
|
2008
|
100.0
|
%
|
|
11,467
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,300,014
|
|
|
113.37
|
|
|||||
200 West 54th Street
|
Stage Coach Tavern
|
2007
|
100.0
|
%
|
|
5,777
|
|
|
77.8
|
%
|
|
77.8
|
%
|
|
1,941,814
|
|
|
432.04
|
|
|||||
61 Main Street
|
—
|
2014
|
100.0
|
%
|
|
3,400
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|||||
181 Main Street
|
TD Bank
|
2012
|
100.0
|
%
|
|
11,350
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
870,274
|
|
|
76.68
|
|
|||||
4401 White Plains Road
|
Walgreens
|
2011
|
100.0
|
%
|
|
12,964
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
625,000
|
|
|
48.21
|
|
|||||
Bartow Avenue
|
Mattress Firm
|
2005
|
100.0
|
%
|
|
14,590
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
485,495
|
|
|
33.28
|
|
|||||
239 Greenwich Avenue
|
Betteridge Jewelers
|
1998
|
75.0
|
%
|
|
16,553
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,546,912
|
|
|
93.45
|
|
|||||
252-256 Greenwich Avenue
|
Madewell, Jack Wills
|
2014
|
100.0
|
%
|
|
7,986
|
|
|
71.0
|
%
|
|
71.0
|
%
|
|
1,027,271
|
|
|
181.17
|
|
|||||
2914 Third Avenue
|
Planet Fitness
|
2006
|
100.0
|
%
|
|
40,320
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
963,001
|
|
|
23.88
|
|
|||||
868 Broadway
|
Dr. Martens
|
2013
|
100.0
|
%
|
|
2,031
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
745,315
|
|
|
366.97
|
|
|||||
313-315 Bowery
(b)
|
John Varvatos, Patagonia
|
2013
|
100.0
|
%
|
|
6,600
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
479,160
|
|
|
72.60
|
|
|||||
120 West Broadway
|
HSBC Bank
|
2013
|
100.0
|
%
|
|
13,838
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2,255,814
|
|
|
163.02
|
|
|||||
2520 Flatbush Avenue
|
Bob's Discount Furniture, Capital One
|
2014
|
100.0
|
%
|
|
29,114
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,064,374
|
|
|
36.56
|
|
|||||
991 Madison Avenue
|
Vera Wang, Perrin Paris
|
2016
|
100.0
|
%
|
|
7,513
|
|
|
65.6
|
%
|
|
65.6
|
%
|
|
1,553,292
|
|
|
315.16
|
|
|||||
Shops at Grand
|
Stop & Shop (Ahold)
|
2014
|
100.0
|
%
|
|
99,975
|
|
|
92.7
|
%
|
|
92.7
|
%
|
|
2,873,056
|
|
|
31.00
|
|
|||||
Gotham Plaza
|
Bank of America, Children's Place
|
2016
|
49.0
|
%
|
|
26,182
|
|
|
68.6
|
%
|
|
68.6
|
%
|
|
1,064,361
|
|
|
59.26
|
|
|||||
San Francisco Metro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
City Center
|
City Target, Best Buy
|
2015
|
100.0
|
%
|
|
204,648
|
|
|
98.1
|
%
|
|
98.1
|
%
|
|
7,759,488
|
|
|
38.65
|
|
|||||
555 9th Street
|
Bed, Bath & Beyond, Nordstrom Rack
|
2016
|
100.0
|
%
|
|
148,832
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
6,105,614
|
|
|
41.02
|
|
|||||
District of Columbia Metro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
1739-53 & 1801-03 Connecticut Avenue
|
Ruth Chris Steakhouse, TD Bank
|
2012
|
100.0
|
%
|
|
20,669
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,266,138
|
|
|
61.26
|
|
|||||
Rhode Island Place Shopping Center
|
Ross Dress for Less
|
2012
|
100.0
|
%
|
|
57,667
|
|
|
45.5
|
%
|
|
93.4
|
%
|
|
1,246,065
|
|
|
47.49
|
|
|||||
M Street and Wisconsin Corridor -
25 Properties
(c)
|
Lululemon, North Face, Coach
|
2011/16
|
25.4
|
%
|
|
241,182
|
|
|
91.5
|
%
|
|
91.5
|
%
|
|
15,168,759
|
|
|
68.74
|
|
|||||
Boston Metro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
330-340 River Street
|
Whole Foods
|
2012
|
100.0
|
%
|
|
54,226
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,200,045
|
|
|
22.13
|
|
|||||
165 Newbury Street
|
Starbucks
|
2016
|
100.0
|
%
|
|
1,050
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
261,777
|
|
|
249.31
|
|
|||||
Total Street and Urban Retail
|
|
|
|
|
1,747,584
|
|
|
92.4
|
%
|
|
94.2
|
%
|
|
93,432,667
|
|
|
57.86
|
|
||||||
Acadia Share Total Street and Urban Retail
|
|
|
|
|
1,540,088
|
|
|
92.8
|
%
|
|
95.1
|
%
|
|
80,531,452
|
|
|
56.35
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
SUBURBAN PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Elmwood Park Shopping Center
|
Walgreens, Acme
|
1998
|
100.0
|
%
|
|
143,910
|
|
|
97.2
|
%
|
|
97.2
|
%
|
|
4,046,223
|
|
|
28.93
|
|
|||||
Marketplace of Absecon
|
Rite Aid, Dollar Tree
|
1998
|
100.0
|
%
|
|
104,556
|
|
|
90.3
|
%
|
|
90.3
|
%
|
|
1,362,152
|
|
|
14.43
|
|
|||||
60 Orange Street
|
Home Depot
|
2012
|
98.0
|
%
|
|
101,715
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
695,000
|
|
|
6.83
|
|
|||||
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Village Commons Shopping Center
|
—
|
1998
|
100.0
|
%
|
|
87,128
|
|
|
91.1
|
%
|
|
91.1
|
%
|
|
2,612,204
|
|
|
32.91
|
|
|||||
Branch Plaza
|
LA Fitness, The Fresh Market
|
1998
|
100.0
|
%
|
|
123,378
|
|
|
92.2
|
%
|
|
92.2
|
%
|
|
3,024,863
|
|
|
26.59
|
|
|||||
Amboy Center
|
Stop & Shop (Ahold)
|
2005
|
100.0
|
%
|
|
63,290
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2,072,234
|
|
|
32.74
|
|
|||||
Pacesetter Park Shopping Center
|
Stop & Shop (Ahold)
|
1999
|
100.0
|
%
|
|
97,806
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,338,641
|
|
|
13.69
|
|
|||||
LA Fitness
|
LA Fitness
|
2007
|
100.0
|
%
|
|
55,000
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,485,287
|
|
|
27.01
|
|
|||||
Crossroads Shopping Center
|
Home Goods, PetSmart, Kmart, DSW
|
1998
|
49.0
|
%
|
|
311,958
|
|
|
94.6
|
%
|
|
94.6
|
%
|
|
6,834,714
|
|
|
23.16
|
|
|||||
New Loudon Center
|
Price Chopper, Marshalls
|
1993
|
100.0
|
%
|
|
255,673
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2,153,484
|
|
|
8.42
|
|
|||||
28 Jericho Turnpike
|
Kohl's
|
2012
|
100.0
|
%
|
|
96,363
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,815,000
|
|
|
18.84
|
|
|||||
Bedford Green
|
Shop Rite, CVS
|
2014
|
100.0
|
%
|
|
90,589
|
|
|
84.9
|
%
|
|
84.9
|
%
|
|
2,495,885
|
|
|
32.45
|
|
|||||
Connecticut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Town Line Plaza
(d)
|
Wal-Mart, Stop & Shop (Ahold)
|
1998
|
100.0
|
%
|
|
206,346
|
|
|
98.7
|
%
|
|
98.7
|
%
|
|
1,756,884
|
|
|
16.32
|
|
|||||
Massachusetts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Methuen Shopping Center
|
Wal-Mart, Market Basket
|
1998
|
100.0
|
%
|
|
130,021
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,360,858
|
|
|
10.47
|
|
|||||
Crescent Plaza
|
Home Depot, Shaw's (Supervalu)
|
1993
|
100.0
|
%
|
|
218,148
|
|
|
90.9
|
%
|
|
90.9
|
%
|
|
1,764,520
|
|
|
8.90
|
|
|||||
201 Needham Street
|
Michael's
|
2014
|
100.0
|
%
|
|
20,409
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
591,861
|
|
|
29.00
|
|
|||||
163 Highland Avenue
|
Staples, Petco
|
2015
|
100.0
|
%
|
|
40,505
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,311,747
|
|
|
32.38
|
|
|||||
Vermont
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
The Gateway Shopping Center
|
Shaw's (Supervalu)
|
1999
|
100.0
|
%
|
|
101,655
|
|
|
95.3
|
%
|
|
98.2
|
%
|
|
1,956,540
|
|
|
20.20
|
|
|||||
Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Hobson West Plaza
|
Garden Fresh Markets
|
1998
|
100.0
|
%
|
|
99,137
|
|
|
83.0
|
%
|
|
85.8
|
%
|
|
897,118
|
|
|
10.90
|
|
|
25
|
|
|
|
Year Acquired
|
Acadia's Interest
|
|
Gross Leasable Area (GLA)
|
|
In Place Occupancy
|
|
Leased Occupancy
|
|
Annualized Base Rent (ABR)
|
|
ABR/ Per Square Foot
|
|||||||||||
Property
(a)
|
Key Tenants
|
|
|
|
|
|
||||||||||||||||||
Indiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Merrillville Plaza
|
Jo-Ann Fabrics, TJ Maxx
|
1998
|
100.0
|
%
|
|
236,087
|
|
|
96.8
|
%
|
|
96.8
|
%
|
|
3,350,975
|
|
|
14.66
|
|
|||||
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Bloomfield Town Square
|
Best Buy, Home Goods, TJ Maxx, Dick's Sporting Goods
|
1998
|
100.0
|
%
|
|
235,786
|
|
|
90.6
|
%
|
|
90.6
|
%
|
|
3,266,797
|
|
|
15.29
|
|
|||||
Ohio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Mad River Station
|
Babies 'R' Us
|
1999
|
100.0
|
%
|
|
123,335
|
|
|
77.1
|
%
|
|
82.7
|
%
|
|
1,255,391
|
|
|
13.20
|
|
|||||
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Town Center
|
Lowes, Bed Bath & Beyond, Target, Dick's Sporting Goods
|
2003
|
61.1
|
%
|
|
824,411
|
|
|
89.2
|
%
|
|
93.8
|
%
|
|
12,107,759
|
|
|
16.46
|
|
|||||
Market Square Shopping Center
|
Trader Joe's, TJ Maxx
|
2003
|
100.0
|
%
|
|
102,047
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
3,034,567
|
|
|
29.74
|
|
|||||
Naamans Road
|
—
|
2006
|
100.0
|
%
|
|
19,850
|
|
|
30.1
|
%
|
|
63.9
|
%
|
|
433,785
|
|
|
72.60
|
|
|||||
Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Mark Plaza
|
Kmart
|
1993
|
100.0
|
%
|
|
106,856
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
244,279
|
|
|
2.29
|
|
|||||
Plaza 422
|
Home Depot
|
1993
|
100.0
|
%
|
|
156,279
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
850,978
|
|
|
5.45
|
|
|||||
Route 6 Plaza
|
Kmart
|
1994
|
100.0
|
%
|
|
175,589
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,327,169
|
|
|
7.56
|
|
|||||
Chestnut Hill
|
—
|
2006
|
100.0
|
%
|
|
37,646
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
953,589
|
|
|
25.33
|
|
|||||
Abington Towne Center
(e)
|
Target, TJ Maxx
|
1998
|
100.0
|
%
|
|
216,278
|
|
|
94.5
|
%
|
|
94.5
|
%
|
|
914,927
|
|
|
16.50
|
|
|||||
Total Suburban Properties
|
|
|
|
|
4,581,751
|
|
|
93.9
|
%
|
|
95.1
|
%
|
|
67,315,431
|
|
|
16.57
|
|
||||||
Acadia Share Total Suburban Properties
|
|
|
|
|
4,099,922
|
|
|
94.3
|
%
|
|
95.3
|
%
|
|
59,105,909
|
|
|
16.30
|
|
||||||
TOTAL CORE PROPERTIES
|
|
|
|
|
6,329,335
|
|
|
93.5
|
%
|
|
94.9
|
%
|
|
160,748,098
|
|
|
28.30
|
|
||||||
Acadia Share Total Core Properties
|
|
|
|
|
5,640,010
|
|
|
93.9
|
%
|
|
95.3
|
%
|
|
139,637,361
|
|
|
27.61
|
|
(a)
|
The above occupancy and rent amounts do not include space which is currently leased, other than "leased occupancy," but for which rent payment has not yet commenced. Residential and office GLA are excluded.
|
(b)
|
Represents the annual base rent paid to Acadia pursuant to a master lessee and does not reflect the rent paid by the retail tenants at the property.
|
(c)
|
Excludes 94,000 square feet of office GLA.
|
(d)
|
Anchor GLA includes a 97,300 square foot Wal-Mart store which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.
|
(e)
|
Anchor GLA includes a 157,616 square foot Target store which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.
|
|
|
Year Acquired
|
Acadia's Interest
|
|
Gross Leasable Area (GLA)
|
|
In Place Occupancy
|
|
Leased Occupancy
|
|
Annualized Base Rent (ABR)
|
|
ABR/ Per Square Foot
|
||||||||
Property
(a)
|
Key Tenants
|
|
|
|
|
|
|||||||||||||||
Fund II Portfolio Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
City Point - Phase I and II
|
—
|
2007
|
26.7
|
%
|
|
475,000
|
|
|
72.6
|
%
|
|
80.1
|
%
|
|
$
|
9,384,250
|
|
|
$
|
27.21
|
|
Total - Fund II
|
|
|
|
|
475,000
|
|
|
72.6
|
%
|
|
80.1
|
%
|
|
$
|
9,384,250
|
|
|
$
|
27.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fund III Portfolio Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
654 Broadway
|
—
|
2011
|
24.5
|
%
|
|
2,896
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
640 Broadway
|
Swatch
|
2012
|
15.5
|
%
|
|
4,247
|
|
|
70.6
|
%
|
|
70.6
|
%
|
|
975,313
|
|
|
325.28
|
|
||
3104 M Street
|
—
|
2012
|
19.6
|
%
|
|
3,608
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Nostrand Avenue
|
—
|
2013
|
24.5
|
%
|
|
42,628
|
|
|
87.3
|
%
|
|
96.8
|
%
|
|
1,738,116
|
|
|
46.71
|
|
||
Total - Fund III
|
|
|
|
|
53,379
|
|
|
75.3
|
%
|
|
82.9
|
%
|
|
$
|
2,713,429
|
|
|
$
|
67.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
Year Acquired
|
Acadia's Interest
|
|
Gross Leasable Area (GLA)
|
|
In Place Occupancy
|
|
Leased Occupancy
|
|
Annualized Base Rent (ABR)
|
|
ABR/ Per Square Foot
|
||||||||
Property
(a)
|
Key Tenants
|
|
|
|
|
|
|||||||||||||||
Fund IV Portfolio Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
801 Madison Avenue
|
—
|
2015
|
23.1
|
%
|
|
2,625
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
210 Bowery
|
—
|
2012
|
23.1
|
%
|
|
2,300
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
27 East 61st Street
|
—
|
2014
|
23.1
|
%
|
|
4,177
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
17 East 71st Street
|
The Row
|
2014
|
23.1
|
%
|
|
8,432
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,988,159
|
|
|
235.79
|
|
||
1035 Third Avenue
(b)
|
—
|
2015
|
23.1
|
%
|
|
7,617
|
|
|
67.1
|
%
|
|
67.1
|
%
|
|
982,035
|
|
|
192.14
|
|
||
Colonie Plaza
|
Price Chopper, Big Lots
|
2016
|
23.1
|
%
|
|
153,483
|
|
|
96.9
|
%
|
|
96.9
|
%
|
|
1,680,527
|
|
|
11.30
|
|
||
New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paramus Plaza
|
Babies R Us, Ashley Furniture
|
2013
|
11.6
|
%
|
|
152,509
|
|
|
88.3
|
%
|
|
88.3
|
%
|
|
2,385,448
|
|
|
17.71
|
|
||
Massachusetts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restaurants at Fort Point
|
—
|
2016
|
23.1
|
%
|
|
15,711
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
329,155
|
|
|
20.95
|
|
||
Maine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Airport Mall
|
Hannaford, Marshalls
|
2016
|
23.1
|
%
|
|
221,830
|
|
|
89.2
|
%
|
|
89.2
|
%
|
|
1,272,679
|
|
|
6.43
|
|
||
Wells Plaza
|
Reny's, Dollar Tree
|
2016
|
23.1
|
%
|
|
90,434
|
|
|
92.4
|
%
|
|
94.4
|
%
|
|
680,143
|
|
|
8.14
|
|
||
Shaw's Plaza (Waterville)
|
Shaw's
|
2016
|
23.1
|
%
|
|
119,015
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,407,316
|
|
|
11.82
|
|
||
Shaw's Plaza (Windham)
|
Shaw's
|
2017
|
23.1
|
%
|
|
124,330
|
|
|
86.5
|
%
|
|
86.5
|
%
|
|
1,008,393
|
|
|
9.38
|
|
||
JFK Plaza
|
Hannaford, TJ Maxx
|
2016
|
23.1
|
%
|
|
151,107
|
|
|
78.0
|
%
|
|
78.0
|
%
|
|
761,510
|
|
|
6.46
|
|
||
Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dauphin Plaza
|
Price Rite, Ashley Furniture
|
2016
|
23.1
|
%
|
|
205,727
|
|
|
84.2
|
%
|
|
84.2
|
%
|
|
1,656,365
|
|
|
9.56
|
|
||
Mayfair Shopping Center
|
—
|
2016
|
23.1
|
%
|
|
115,411
|
|
|
62.4
|
%
|
|
62.4
|
%
|
|
1,365,002
|
|
|
18.95
|
|
||
Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Promenade at Manassas
|
Home Depot
|
2013
|
22.8
|
%
|
|
265,442
|
|
|
86.4
|
%
|
|
86.4
|
%
|
|
2,978,427
|
|
|
12.99
|
|
||
Lake Montclair
|
Food Lion
|
2013
|
23.1
|
%
|
|
105,832
|
|
|
98.5
|
%
|
|
98.5
|
%
|
|
2,009,651
|
|
|
19.28
|
|
||
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eden Square
|
Giant Food, LA Fitness
|
2014
|
22.8
|
%
|
|
231,044
|
|
|
73.9
|
%
|
|
88.9
|
%
|
|
2,432,867
|
|
|
14.25
|
|
||
Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
938 W. North Avenue
|
Sephora
|
2013
|
23.1
|
%
|
|
33,228
|
|
|
16.1
|
%
|
|
16.1
|
%
|
|
326,350
|
|
|
61.00
|
|
||
Lincoln Place
|
Kohl's, Marshall's
|
2017
|
23.1
|
%
|
|
271,866
|
|
|
91.2
|
%
|
|
91.2
|
%
|
|
2,884,796
|
|
|
11.63
|
|
||
Georgia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Broughton Street Portfolio - 19 properties
|
J. Crew, L'Occitane, Lululemon, Michael Kors
|
2014
|
11.6
|
%
|
|
115,640
|
|
|
76.3
|
%
|
|
76.3
|
%
|
|
3,441,130
|
|
|
39.00
|
|
||
North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wake Forest Crossing
|
—
|
2016
|
23.1
|
%
|
|
203,131
|
|
|
98.5
|
%
|
|
98.5
|
%
|
|
2,955,442
|
|
|
14.77
|
|
||
California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
146 Geary Street
|
—
|
2015
|
23.1
|
%
|
|
11,436
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Union and Fillmore Collection - 4 properties
|
—
|
2015
|
20.8
|
%
|
|
10,048
|
|
|
71.1
|
%
|
|
71.1
|
%
|
|
689,790
|
|
|
96.55
|
|
||
Total - Fund IV
|
|
|
|
|
2,622,375
|
|
|
85.3
|
%
|
|
86.7
|
%
|
|
$
|
33,235,185
|
|
|
$
|
14.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fund V Portfolio Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza Santa Fe
|
TJ Maxx, Best Buy, Ross Dress for Less
|
2017
|
20.1
|
%
|
|
224,223
|
|
|
88.3
|
%
|
|
97.3
|
%
|
|
$
|
3,401,093
|
|
|
$
|
17.18
|
|
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New Towne Plaza
|
Kohl's, Jo-Ann's, DSW
|
2017
|
20.1
|
%
|
|
190,530
|
|
|
96.3
|
%
|
|
96.3
|
%
|
|
2,163,338
|
|
|
11.79
|
|
||
Fairlane Green
|
TJ Maxx, Bed Bath & Beyond, Michaels
|
2017
|
20.1
|
%
|
|
252,904
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
5,225,804
|
|
|
20.66
|
|
||
North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hickory Ridge
|
Kohl's, Best Buy, Dick's
|
2017
|
20.1
|
%
|
|
380,565
|
|
|
98.7
|
%
|
|
98.7
|
%
|
|
4,140,630
|
|
|
11.02
|
|
||
Total - Fund V
|
|
|
|
|
1,048,222
|
|
|
96.4
|
%
|
|
98.3
|
%
|
|
$
|
14,930,865
|
|
|
$
|
14.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
TOTAL FUND PROPERTIES
|
|
|
|
|
4,198,976
|
|
|
86.5
|
%
|
|
88.8
|
%
|
|
$
|
60,263,729
|
|
|
$
|
16.59
|
|
|
Acadia Share of Total Fund Properties
|
|
|
|
|
923,247
|
|
|
86.3
|
%
|
|
88.5
|
%
|
|
$
|
13,058,882
|
|
|
$
|
16.39
|
|
(a)
|
Excludes properties under development, see “Development Activities” section below. The above occupancy and rent amounts do not include space which is currently leased, other than "leased occupancy," but for which rent payment has not yet commenced. Residential and office GLA are excluded.
|
(b)
|
Property also includes 12,371 square feet of 2nd floor office space and a 29,760 square foot parking garage (131 spaces).
|
|
27
|
|
|
|
Number of
Stores in Portfolio
(a)
|
|
|
|
|
|
Percentage of Total
Represented by Retail Tenant |
||||||||
Retail Tenant
|
|
|
Total GLA
|
|
Annualized Base Rent
(a)
|
|
Total Portfolio
GLA |
|
Annualized Base Rent
|
|||||||
Target
|
|
3
|
|
|
367
|
|
|
$
|
7,424
|
|
|
6.5
|
%
|
|
5.3
|
%
|
H & M
|
|
2
|
|
|
81
|
|
|
5,310
|
|
|
1.4
|
%
|
|
3.8
|
%
|
|
Royal Ahold
(b)
|
|
4
|
|
|
208
|
|
|
3,653
|
|
|
3.7
|
%
|
|
2.6
|
%
|
|
Walgreens
|
|
5
|
|
|
78
|
|
|
3,599
|
|
|
1.4
|
%
|
|
2.6
|
%
|
|
Best Buy
(c)
|
|
2
|
|
|
87
|
|
|
3,595
|
|
|
1.5
|
%
|
|
2.6
|
%
|
|
Nordstrom, Inc.
|
|
2
|
|
|
89
|
|
|
3,339
|
|
|
1.6
|
%
|
|
2.4
|
%
|
|
Albertsons Companies
(d)
|
|
3
|
|
|
171
|
|
|
3,304
|
|
|
3.0
|
%
|
|
2.4
|
%
|
|
Bed, Bath, and Beyond
(e)
|
|
3
|
|
|
115
|
|
|
2,797
|
|
|
2.0
|
%
|
|
2.0
|
%
|
|
Ascena Retail Group
(f)
|
|
5
|
|
|
23
|
|
|
2,567
|
|
|
0.4
|
%
|
|
1.8
|
%
|
|
LA Fitness International LLC
|
|
2
|
|
|
100
|
|
|
2,525
|
|
|
1.8
|
%
|
|
1.8
|
%
|
|
Lululemon
|
|
2
|
|
|
8
|
|
|
2,268
|
|
|
0.1
|
%
|
|
1.6
|
%
|
|
Trader Joe's
|
|
3
|
|
|
41
|
|
|
2,226
|
|
|
0.7
|
%
|
|
1.6
|
%
|
|
TJX Companies
(g)
|
|
7
|
|
|
208
|
|
|
2,095
|
|
|
3.7
|
%
|
|
1.5
|
%
|
|
Home Depot
|
|
3
|
|
|
313
|
|
|
1,894
|
|
|
5.5
|
%
|
|
1.4
|
%
|
|
Gap
|
|
3
|
|
|
37
|
|
|
1,747
|
|
|
0.7
|
%
|
|
1.3
|
%
|
|
Tapestry
8
|
|
2
|
|
|
4
|
|
|
1,463
|
|
|
0.1
|
%
|
|
1.0
|
%
|
|
JP Morgan Chase
|
|
7
|
|
|
29
|
|
|
1,405
|
|
|
0.5
|
%
|
|
1.0
|
%
|
|
Ulta Salon Cosmetic & Fragrance
|
|
3
|
|
|
31
|
|
|
1,395
|
|
|
0.6
|
%
|
|
1.0
|
%
|
|
DSW
|
|
2
|
|
|
36
|
|
|
1,319
|
|
|
0.6
|
%
|
|
0.9
|
%
|
|
Mattress Firm
|
|
8
|
|
|
39
|
|
|
1,289
|
|
|
0.7
|
%
|
|
0.9
|
%
|
|
Total
|
|
71
|
|
|
2,065
|
|
|
$
|
55,214
|
|
|
36.6
|
%
|
|
39.5
|
%
|
(a)
|
Does not include tenants that operate at only one Acadia Core location
|
(b)
|
Stop and Shop (4 locations)
|
(c)
|
One of these Best Buy leases with GLA of 57,298 square feet was terminated in January 2018
|
(d)
|
Shaw’s (2 locations), Acme (1 location)
|
(e)
|
Bed Bath and Beyond (2 locations), Christmas Tree Shops (1 location)
|
(f)
|
Ann Taylor Loft (2 locations), Catherine’s (1 location), Dress Barn (1 location), Lane Bryant (1 location)
|
(g)
|
TJ Maxx (4 locations), Marshalls (1 location), HomeGoods (2 locations)
|
|
28
|
|
|
|
|
|
Annualized Base Rent
(a, b)
|
|
GLA
|
||||||||||
Leases Maturing in
|
|
Number of Leases
|
|
Current Annual Rent
|
|
Percentage of Total
|
|
Square Feet
|
|
Percentage of Total
|
||||||
Month to Month
|
|
8
|
|
|
$
|
525
|
|
|
0.4
|
%
|
|
28
|
|
|
0.4
|
%
|
2018
|
|
55
|
|
|
9,734
|
|
|
7.0
|
%
|
|
313
|
|
|
2.9
|
%
|
|
2019
|
|
56
|
|
|
9,391
|
|
|
6.7
|
%
|
|
508
|
|
|
10.1
|
%
|
|
2020
|
|
58
|
|
|
12,592
|
|
|
9.0
|
%
|
|
595
|
|
|
9.7
|
%
|
|
2021
|
|
78
|
|
|
17,065
|
|
|
12.2
|
%
|
|
837
|
|
|
10.8
|
%
|
|
2022
|
|
56
|
|
|
12,320
|
|
|
8.8
|
%
|
|
426
|
|
|
15.7
|
%
|
|
2023
|
|
44
|
|
|
16,588
|
|
|
11.9
|
%
|
|
517
|
|
|
8.4
|
%
|
|
2024
|
|
44
|
|
|
15,202
|
|
|
10.9
|
%
|
|
485
|
|
|
6.9
|
%
|
|
2025
|
|
41
|
|
|
11,446
|
|
|
8.2
|
%
|
|
262
|
|
|
9.4
|
%
|
|
2026
|
|
30
|
|
|
5,203
|
|
|
3.7
|
%
|
|
133
|
|
|
5.3
|
%
|
|
2027
|
|
27
|
|
|
5,270
|
|
|
3.8
|
%
|
|
172
|
|
|
2.6
|
%
|
|
Thereafter
|
|
38
|
|
|
24,301
|
|
|
17.4
|
%
|
|
763
|
|
|
17.8
|
%
|
|
Total
|
|
535
|
|
|
$
|
139,637
|
|
|
100.0
|
%
|
|
5,039
|
|
|
100.0
|
%
|
|
|
|
|
Annualized Base Rent
(a, b)
|
|
GLA
|
||||||||||
Leases Maturing in
|
|
Number of Leases
|
|
Current Annual Rent
|
|
Percentage of Total
|
|
Square Feet
|
|
Percentage of Total
|
||||||
Month to Month
|
|
8
|
|
|
$
|
63
|
|
|
0.6
|
%
|
|
4
|
|
|
0.5
|
%
|
2018
|
|
41
|
|
|
604
|
|
|
4.6
|
%
|
|
37
|
|
|
4.6
|
%
|
|
2019
|
|
33
|
|
|
545
|
|
|
5.7
|
%
|
|
45
|
|
|
4.2
|
%
|
|
2020
|
|
44
|
|
|
1,205
|
|
|
13.8
|
%
|
|
110
|
|
|
9.2
|
%
|
|
2021
|
|
68
|
|
|
2,031
|
|
|
16.9
|
%
|
|
134
|
|
|
15.6
|
%
|
|
2022
|
|
43
|
|
|
1,266
|
|
|
9.9
|
%
|
|
78
|
|
|
9.7
|
%
|
|
2023
|
|
30
|
|
|
842
|
|
|
8.6
|
%
|
|
69
|
|
|
6.4
|
%
|
|
2024
|
|
18
|
|
|
956
|
|
|
5.9
|
%
|
|
47
|
|
|
7.3
|
%
|
|
2025
|
|
20
|
|
|
769
|
|
|
2.9
|
%
|
|
23
|
|
|
5.9
|
%
|
|
2026
|
|
27
|
|
|
782
|
|
|
5.1
|
%
|
|
40
|
|
|
6.0
|
%
|
|
2027
|
|
20
|
|
|
824
|
|
|
4.4
|
%
|
|
35
|
|
|
6.3
|
%
|
|
Thereafter
|
|
21
|
|
|
3,172
|
|
|
21.6
|
%
|
|
172
|
|
|
24.3
|
%
|
|
Total
|
|
373
|
|
|
$
|
13,059
|
|
|
100.0
|
%
|
|
794
|
|
|
100.0
|
%
|
(a)
|
Base rents do not include percentage rents, additional rents for property expense reimbursements, nor contractual rent escalations.
|
(b)
|
No single market represents a material amount of exposure to the Company as it relates to the rents from these leases. Given the diversity of these markets, properties and characteristics of the individual spaces, the Company cannot make any general representations as it relates to the expiring rents and the rates for which these spaces may be re-leased.
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total
Represented by Region |
||||||||||
Region
|
|
GLA
(a,c)
|
|
% Occupied
(b)
|
|
Annualized
Base Rent (b,c) |
|
Annualized Base
Rent per Occupied Square Foot (c) |
|
GLA
|
|
Annualized
Base Rent |
||||||||
Core Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Operating Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
New York Metro
|
|
1,675
|
|
|
87
|
%
|
|
$
|
47,459
|
|
|
$
|
32.53
|
|
|
30
|
%
|
|
34
|
%
|
New England
|
|
772
|
|
|
96
|
%
|
|
10,204
|
|
|
15.66
|
|
|
14
|
%
|
|
7
|
%
|
||
Chicago Metro
|
|
687
|
|
|
93
|
%
|
|
37,583
|
|
|
58.88
|
|
|
12
|
%
|
|
27
|
%
|
||
Midwest
|
|
694
|
|
|
89
|
%
|
|
8,770
|
|
|
14.16
|
|
|
12
|
%
|
|
6
|
%
|
||
Washington D.C. Metro
|
|
140
|
|
|
75
|
%
|
|
6,600
|
|
|
63.36
|
|
|
2
|
%
|
|
5
|
%
|
||
San Francisco Metro
|
|
354
|
|
|
99
|
%
|
|
13,865
|
|
|
39.68
|
|
|
6
|
%
|
|
10
|
%
|
||
Mid-Atlantic
|
|
1,318
|
|
|
94
|
%
|
|
15,157
|
|
|
13.91
|
|
|
24
|
%
|
|
11
|
%
|
||
Total Core Operating Properties
|
|
5,640
|
|
|
94
|
%
|
|
$
|
139,638
|
|
|
$
|
27.61
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fund Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York Metro
|
|
198
|
|
|
78
|
%
|
|
$
|
4,434
|
|
|
$
|
28.66
|
|
|
21
|
%
|
|
34
|
%
|
San Francisco Metro
|
|
5
|
|
|
31
|
%
|
|
143
|
|
|
96.56
|
|
|
1
|
%
|
|
1
|
%
|
||
Chicago Metro
|
|
70
|
|
|
83
|
%
|
|
742
|
|
|
12.68
|
|
|
8
|
%
|
|
6
|
%
|
||
Northeast
|
|
241
|
|
|
85
|
%
|
|
1,959
|
|
|
9.56
|
|
|
26
|
%
|
|
15
|
%
|
||
Midwest
|
|
89
|
|
|
98
|
%
|
|
1,485
|
|
|
16.93
|
|
|
10
|
%
|
|
11
|
%
|
||
Southeast
|
|
137
|
|
|
96
|
%
|
|
1,914
|
|
|
14.51
|
|
|
15
|
%
|
|
15
|
%
|
||
Southwest
|
|
45
|
|
|
88
|
%
|
|
684
|
|
|
17.18
|
|
|
5
|
%
|
|
5
|
%
|
||
Mid-Atlantic
|
|
138
|
|
|
84
|
%
|
|
1,698
|
|
|
14.72
|
|
|
14
|
%
|
|
13
|
%
|
||
Total Fund Operating Properties
|
|
923
|
|
|
86
|
%
|
|
$
|
13,059
|
|
|
$
|
16.39
|
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Property GLA includes a total of 255,000 square feet, which is not owned by us. This square footage has been excluded for calculating annualized base rent per square foot.
|
(b)
|
The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not commenced as of
December 31, 2017
.
|
(c)
|
The amounts presented reflect the Operating Partnership's pro-rata shares of properties included within each region.
|
|
30
|
|
Property
|
|
Location
|
|
Costs
to Date |
|
Anticipated
Additional Costs (a) |
|
Status
|
|
Square
Feet Upon Completion |
|
Estimated Stabilization Date
|
||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cortlandt Crossing
|
|
Mohegan Lake, NY
|
|
$
|
40.4
|
|
|
$
|
20.0
|
|
to
|
$
|
25.0
|
|
|
Construction commenced
|
|
130,000
|
|
2019
|
Broad Hollow Commons
|
|
Farmingdale, NY
|
|
16.5
|
|
|
33.5
|
|
to
|
43.5
|
|
|
Pre-construction
|
|
180,000 - 200,000
|
|
2020
|
|||
Total Fund III
|
|
|
|
56.9
|
|
|
53.5
|
|
|
68.5
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
650 Bald Hill Road
(b,c)
|
|
Warwick, RI
|
|
33.0
|
|
|
2.5
|
|
to
|
3.5
|
|
|
Construction commenced
|
|
161,000
|
|
2018
|
|||
717 N. Michigan Avenue
|
|
Chicago, IL
|
|
109.2
|
|
|
10.8
|
|
to
|
18.3
|
|
|
Pre-construction
|
|
62,000
|
|
2018
|
|||
Total Fund IV
|
|
|
|
142.2
|
|
|
13.3
|
|
|
21.8
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
613-623 West Diversey
|
|
Chicago, IL
|
|
16.1
|
|
|
6.9
|
|
to
|
8.4
|
|
|
Construction commenced
|
|
30,000
|
|
2018
|
|||
56 E. Walton Street
|
|
Chicago, IL
|
|
8.5
|
|
|
2.0
|
|
to
|
3.0
|
|
|
Construction commenced
|
|
TBD
|
|
2018
|
|||
Total Core
|
|
|
|
24.6
|
|
|
8.9
|
|
|
11.4
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
$
|
223.7
|
|
|
$
|
75.7
|
|
|
$
|
101.7
|
|
|
|
|
|
|
|
(a)
|
Anticipated additional costs are estimated ranges for completing the projects and include costs for tenant improvements and leasing commissions.
|
(b)
|
These projects are being redeveloped in joint ventures with unaffiliated entities.
|
(c)
|
Represents an unconsolidated property.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
|
31
|
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES AND PERFORMANCE GRAPH.
|
Quarter Ended
|
|
|
|
|
|
Dividend
|
||||||
2017
|
|
High
|
|
Low
|
|
Per Share
|
||||||
March 31, 2017
|
|
$
|
33.45
|
|
|
$
|
29.23
|
|
|
$
|
0.26
|
|
June 30, 2017
|
|
32.02
|
|
|
26.70
|
|
|
0.26
|
|
|||
September 30, 2017
|
|
30.36
|
|
|
26.97
|
|
|
0.26
|
|
|||
December 31, 2017
|
|
30.63
|
|
|
26.85
|
|
|
0.27
|
|
|||
2016
|
|
|
|
|
|
|
|
|
|
|||
March 31, 2016
|
|
$
|
35.24
|
|
|
$
|
30.25
|
|
|
$
|
0.25
|
|
June 30, 2016
|
|
35.98
|
|
|
32.76
|
|
|
0.25
|
|
|||
September 30, 2016
|
|
38.01
|
|
|
34.91
|
|
|
0.25
|
|
|||
December 31, 2016
|
(a)
|
36.02
|
|
|
31.31
|
|
|
0.41
|
|
(a)
|
Includes a special dividend of $0.15 for the quarter ended December 31, 2016
|
|
32
|
|
|
|
Equity Compensation Plan Information
|
|
|
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
|
Weighted - average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
1,727,407
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
1,727,407
|
|
|
|
|
Outstanding Common Shares as of December 31, 2017
|
83,708,140
|
|
Outstanding OP Units as of December 31, 2017
|
4,716,572
|
|
Total Outstanding Common Shares and OP Units
|
88,424,712
|
|
|
|
|
Common Shares and OP Units pursuant to the Second Amended 2006 Plan
|
8,893,681
|
|
Total Common Shares available under equity compensation plans
|
8,893,681
|
|
|
|
|
Less: Issuance of Restricted Shares and LTIP Units Granted
|
(4,394,501
|
)
|
Issuance of Options Granted
|
(2,771,773
|
)
|
Number of Common Shares remaining available
|
1,727,407
|
|
|
33
|
|
|
|
At December 31,
|
||||||||||||||||||||||
Index
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Acadia Realty Trust
|
|
$
|
100.00
|
|
|
$
|
102.39
|
|
|
$
|
137.70
|
|
|
$
|
148.00
|
|
|
$
|
150.95
|
|
|
$
|
131.10
|
|
Russell 2000
|
|
100.00
|
|
|
138.82
|
|
|
145.62
|
|
|
139.19
|
|
|
168.85
|
|
|
193.58
|
|
||||||
NAREIT All Equity REIT Index
|
|
100.00
|
|
|
102.86
|
|
|
131.68
|
|
|
135.40
|
|
|
147.09
|
|
|
159.85
|
|
||||||
SNL REIT Retail Shopping Ctr Index
|
|
100.00
|
|
|
106.84
|
|
|
138.44
|
|
|
145.85
|
|
|
150.94
|
|
|
134.21
|
|
|
34
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(dollars in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
250,262
|
|
|
$
|
189,939
|
|
|
$
|
199,063
|
|
|
$
|
179,681
|
|
|
$
|
156,486
|
|
Operating expenses, excluding depreciation and reserves
|
|
(113,554
|
)
|
|
(98,039
|
)
|
|
(88,850
|
)
|
|
(79,104
|
)
|
|
(72,108
|
)
|
|||||
Depreciation and amortization
|
|
(104,934
|
)
|
|
(70,011
|
)
|
|
(60,751
|
)
|
|
(49,645
|
)
|
|
(40,299
|
)
|
|||||
Impairment charges
|
|
(14,455
|
)
|
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
(1,500
|
)
|
|||||
Equity in earnings and gains unconsolidated affiliates inclusive of gains on
disposition of properties
|
|
23,371
|
|
|
39,449
|
|
|
37,330
|
|
|
111,578
|
|
|
12,382
|
|
|||||
Interest income
|
|
29,143
|
|
|
25,829
|
|
|
16,603
|
|
|
12,607
|
|
|
11,800
|
|
|||||
Gain on change in control and other
|
|
5,571
|
|
|
—
|
|
|
1,596
|
|
|
2,724
|
|
|
—
|
|
|||||
Interest expense
|
|
(58,978
|
)
|
|
(34,645
|
)
|
|
(37,297
|
)
|
|
(39,426
|
)
|
|
(40,239
|
)
|
|||||
Income from continuing operations before income taxes
|
|
16,426
|
|
|
52,522
|
|
|
62,694
|
|
|
138,415
|
|
|
26,522
|
|
|||||
Income tax (provision) benefit
|
|
(1,004
|
)
|
|
105
|
|
|
(1,787
|
)
|
|
(629
|
)
|
|
(19
|
)
|
|||||
Income from continuing operations before
gain on disposition of properties |
|
15,422
|
|
|
52,627
|
|
|
60,907
|
|
|
137,786
|
|
|
26,503
|
|
|||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,222
|
|
|
18,137
|
|
|||||
Gain on disposition of properties, net of tax
|
|
48,886
|
|
|
81,965
|
|
|
89,063
|
|
|
13,138
|
|
|
—
|
|
|||||
Net income
|
|
64,308
|
|
|
134,592
|
|
|
149,970
|
|
|
152,146
|
|
|
44,640
|
|
|||||
(Income) loss attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
(2,838
|
)
|
|
(61,816
|
)
|
|
(84,262
|
)
|
|
(80,059
|
)
|
|
7,523
|
|
|||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|
(12,048
|
)
|
|||||
Net income attributable to noncontrolling interests
|
|
(2,838
|
)
|
|
(61,816
|
)
|
|
(84,262
|
)
|
|
(81,082
|
)
|
|
(4,525
|
)
|
|||||
Net income attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
|
$
|
71,064
|
|
|
$
|
40,115
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
|
$
|
70,865
|
|
|
$
|
34,026
|
|
Income from discontinued operations attributable to Acadia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
6,089
|
|
|||||
Net income attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
|
$
|
71,064
|
|
|
$
|
40,115
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
$
|
1.18
|
|
|
$
|
0.61
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.11
|
|
|||||
Basic earnings per share
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
$
|
1.18
|
|
|
$
|
0.72
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
$
|
1.18
|
|
|
$
|
0.61
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.11
|
|
|||||
Diluted earnings per share
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
$
|
1.18
|
|
|
$
|
0.72
|
|
Weighted average number of Common Shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
83,683
|
|
|
76,231
|
|
|
68,851
|
|
|
59,402
|
|
|
54,919
|
|
|||||
Diluted
|
|
83,685
|
|
|
76,244
|
|
|
68,870
|
|
|
59,426
|
|
|
54,982
|
|
|||||
Cash dividends declared per Common Share
|
|
$
|
1.05
|
|
|
$
|
1.16
|
|
|
$
|
1.22
|
|
|
$
|
1.23
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate before accumulated depreciation
|
|
$
|
3,466,482
|
|
|
$
|
3,382,000
|
|
|
$
|
2,736,283
|
|
|
$
|
2,208,595
|
|
|
$
|
1,819,053
|
|
Total assets
|
|
3,960,247
|
|
|
3,995,960
|
|
|
3,032,319
|
|
|
2,720,721
|
|
|
2,264,957
|
|
|||||
Total indebtedness
|
|
1,424,409
|
|
|
1,488,718
|
|
|
1,358,606
|
|
|
1,118,602
|
|
|
1,039,997
|
|
|||||
Total common shareholders’ equity
|
|
1,567,199
|
|
|
1,588,577
|
|
|
1,100,488
|
|
|
1,055,541
|
|
|
704,236
|
|
|||||
Noncontrolling interests
|
|
648,440
|
|
|
589,548
|
|
|
420,866
|
|
|
380,416
|
|
|
417,352
|
|
|||||
Total equity
|
|
2,215,639
|
|
|
2,178,125
|
|
|
1,521,354
|
|
|
1,435,957
|
|
|
1,121,588
|
|
|||||
OTHER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Funds from operations attributable to Common Shareholders and Common OP Unit holders
(a)
|
|
134,667
|
|
|
117,070
|
|
|
111,560
|
|
|
78,882
|
|
|
67,161
|
|
|||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
|
119,833
|
|
|
111,760
|
|
|
113,598
|
|
|
82,519
|
|
|
65,233
|
|
|||||
Investing activities
|
|
10,082
|
|
|
(610,970
|
)
|
|
(354,503
|
)
|
|
(268,516
|
)
|
|
(87,879
|
)
|
|||||
Financing activities
|
|
(126,897
|
)
|
|
498,239
|
|
|
96,101
|
|
|
324,388
|
|
|
10,022
|
|
(a)
|
Funds from operations is a non-GAAP measure. For an explanation of the measure and a reconciliation to the nearest GAAP measure, see “
Item 7. Management’s Discussion and Analysis — Supplemental Financial Measures.
”
|
|
36
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas and create value through accretive development and re-tenanting activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the asset class as part of our Core asset recycling and acquisition initiative.
|
•
|
Generate additional external growth through an opportunistic yet disciplined acquisition program within our Funds. We target transactions with high inherent opportunity for the creation of additional value through:
|
◦
|
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 may include high-yield acquisitions and purchases of distressed debt.
|
•
|
Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.
|
•
|
On December 20, 2017, Fund V acquired a consolidated suburban shopping center in Allen Park, Michigan for $62.0 million referred to as “Fairlane Green.”
|
•
|
On August 4, 2017, Fund V acquired a consolidated suburban shopping center in Canton, Michigan for $26.0 million referred to as “New Towne Plaza.”
|
•
|
On July 27, 2017, Fund V acquired a consolidated suburban shopping center in Hickory, North Carolina for $44.0 million referred to as “Hickory Ridge.”
|
•
|
On June 5, 2017, Fund V acquired a consolidated suburban shopping center in Santa Fe, New Mexico for $35.2 million referred to as “Plaza Santa Fe.”
|
•
|
On March 13, 2017, Fund IV acquired a consolidated shopping center for $35.4 million referred to as “Lincoln Place” in Fairview Heights, Illinois.
|
•
|
In our Core portfolio one of our investments, in which we hold a 20% interest (
Note 4
), acquired a property in Alexandria, Virginia for $3.0 million referred to as “907 King Street” on January 4, 2017.
|
|
37
|
|
•
|
On May 1 and November 16, 2017, we exchanged a total of
$92.7 million
of our $153.4 million Core notes receivable plus accrued interest of
$1.8 million
for the remaining undivided interest in Market Square, which was subsequently consolidated, as well as an incremental 38.89% undivided interest in Town Center (
Note 4
).
|
•
|
On June 30, 2017, Fund IV exchanged a $9.0 million note receivable for a consolidated shopping center located in Windham, Maine referred to as “Shaw’s Plaza – Windham.”
|
•
|
On December 21 and October 3, 2017, Fund IV sold five unconsolidated properties for aggregate proceeds of
$11.0 million
and recognized a gain of
$0.6 million
, of which our pro-rata share was
$0.1 million
and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.
|
•
|
On December 13, 2017, Fund II sold a consolidated property, 260 East 161st Street, for
$105.7 million
and recognized a gain of
$31.5 million
, of which our share was
$9.0 million
net of amounts attributable to noncontrolling interests.
|
•
|
On November 16, 2017, Fund IV sold a consolidated property, 1151 Third Avenue, for
$27 million
and recognized a gain of
$5.2 million
, of which our share was
$1.2 million
net of amounts attributable to noncontrolling interests.
|
•
|
On October 13, 2017, Fund II sold a consolidated property, City Point Tower I, for
$96 million
and recognized a loss of
$0.8 million
, of which our share was
$1.6 million
net of amounts attributable to noncontrolling interests. In addition, we recognized an impairment charge of
$3.8 million
, inclusive of an amount attributable to a noncontrolling interest of
$2.7 million
on the property (
Note 8
).
|
•
|
On September 11, 2017, Fund II sold a consolidated property, 216th Street, for
$30.6 million
and recognized a gain of
$6.5 million
, of which our share was
$1.8 million
net of amounts attributable to noncontrolling interests.
|
•
|
On July 6, 2017, Fund III sold a consolidated property, New Hyde Park Shopping Center, for
$22.1 million
and recognized a gain of
$6.4 million
, of which our share was
$1.6 million
net of amounts attributable to noncontrolling interests.
|
•
|
On June 30, 2017, Fund IV sold an unconsolidated property, 1701 Belmont Avenue, for
$5.6 million
for which the gain was
$3.3 million
of which our pro-rata share was
$0.8 million
and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.
|
•
|
On February 15, 2017, Fund III sold an unconsolidated property, Arundel Plaza, for
$28.8 million
for which the gain was
$8.2 million
of which our pro-rata share was
$1.3 million
and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.
|
•
|
On January 31, 2017, Fund IV sold an unconsolidated property, 2819 Kennedy Boulevard, for
$19.0 million
, for which the gain was
$6.3 million
of which our pro-rata share was
$1.4 million
and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.
|
•
|
We obtained an aggregate of
$162.9 million
in financings with
eleven
new non-recourse mortgages, primarily for Fund IV.
|
•
|
On September 30, 2017, Fund II closed on a new
$40.0 million
term loan.
|
•
|
On May 4, 2017, Fund V closed on a new
$150.0 million
subscription line.
|
•
|
On May 1 and November 16, 2017, we exchanged a total of
$92.7 million
of our $153.4 million Core notes receivable plus accrued interest of
$1.8 million
for the remaining undivided interest in Market Square, which was subsequently consolidated, as well as an incremental 38.89% undivided interest in Town Center (
Note 4
).
|
•
|
On June 30, 2017, Fund IV exchanged a
$9.0 million
note receivable plus accrued interest of
$0.1 million
thereon for an investment in a shopping center in Windham, Maine (
Note 2
).
|
|
38
|
|
•
|
We received full settlement of a
$12.0 million
Core note receivable plus $4.8 million interest and fees thereon. The note had previously been in default and was settled in bankruptcy proceedings during the second quarter.
|
•
|
We funded an additional
$10.0 million
on an existing $10.0 million note receivable, all of which was subsequently repaid.
|
|
39
|
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase (Decrease)
|
||||||||||||||||||||||||||||||||||||||||||
|
|
Core
|
|
Funds
|
|
SF
|
|
Total
|
|
Core
|
|
Funds
|
|
SF
|
|
Total
|
|
Core
|
|
Funds
|
|
SF
|
|
Total
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Revenues
|
|
$
|
170.0
|
|
|
$
|
80.3
|
|
|
$
|
—
|
|
|
$
|
250.3
|
|
|
$
|
150.2
|
|
|
$
|
39.7
|
|
|
$
|
—
|
|
|
$
|
189.9
|
|
|
$
|
19.8
|
|
|
$
|
40.6
|
|
|
$
|
—
|
|
|
$
|
60.4
|
|
Depreciation and amortization
|
|
(61.7
|
)
|
|
(43.2
|
)
|
|
—
|
|
|
(104.9
|
)
|
|
(54.6
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
(70.0
|
)
|
|
7.1
|
|
|
27.8
|
|
|
—
|
|
|
34.9
|
|
||||||||||||
Property operating expenses, other operating and real estate taxes
|
|
(45.3
|
)
|
|
(34.4
|
)
|
|
—
|
|
|
(79.8
|
)
|
|
(39.6
|
)
|
|
(17.8
|
)
|
|
—
|
|
|
(57.4
|
)
|
|
5.7
|
|
|
16.6
|
|
|
—
|
|
|
22.4
|
|
||||||||||||
Impairment charges
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
14.5
|
|
||||||||||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
||||||||||||
Operating income
|
|
62.9
|
|
|
(11.8
|
)
|
|
—
|
|
|
17.3
|
|
|
56.0
|
|
|
6.5
|
|
|
—
|
|
|
21.9
|
|
|
6.9
|
|
|
(18.3
|
)
|
|
—
|
|
|
(4.6
|
)
|
||||||||||||
Gain on disposition of properties
|
|
—
|
|
|
48.9
|
|
|
—
|
|
|
48.9
|
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|
(33.1
|
)
|
|
—
|
|
|
(33.1
|
)
|
||||||||||||
Interest income
|
|
—
|
|
|
—
|
|
|
29.1
|
|
|
29.1
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
|
25.8
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
3.3
|
|
||||||||||||
Gain on change in control
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||||||||||
Equity in earnings and gains of unconsolidated affiliates inclusive of gains on disposition of properties
|
|
3.7
|
|
|
19.6
|
|
|
—
|
|
|
23.4
|
|
|
3.8
|
|
|
35.7
|
|
|
—
|
|
|
39.4
|
|
|
(0.1
|
)
|
|
(16.1
|
)
|
|
—
|
|
|
(16.0
|
)
|
||||||||||||
Interest expense
|
|
(28.6
|
)
|
|
(30.4
|
)
|
|
—
|
|
|
(59.0
|
)
|
|
(27.4
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
(34.6
|
)
|
|
1.2
|
|
|
23.2
|
|
|
—
|
|
|
24.4
|
|
||||||||||||
Income tax (provision) benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
||||||||||||
Net income
|
|
43.6
|
|
|
26.3
|
|
|
29.1
|
|
|
64.3
|
|
|
32.4
|
|
|
116.9
|
|
|
25.8
|
|
|
134.6
|
|
|
11.2
|
|
|
(90.6
|
)
|
|
3.3
|
|
|
(70.3
|
)
|
||||||||||||
Net income attributable to noncontrolling interests
|
|
(1.1
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
(3.4
|
)
|
|
(58.4
|
)
|
|
—
|
|
|
(61.8
|
)
|
|
(2.3
|
)
|
|
(56.7
|
)
|
|
—
|
|
|
(59.0
|
)
|
||||||||||||
Net income attributable to Acadia
|
|
$
|
42.5
|
|
|
$
|
24.6
|
|
|
$
|
29.1
|
|
|
$
|
61.5
|
|
|
$
|
29.0
|
|
|
$
|
58.5
|
|
|
$
|
25.8
|
|
|
$
|
72.8
|
|
|
$
|
13.5
|
|
|
$
|
(33.9
|
)
|
|
$
|
3.3
|
|
|
$
|
(11.3
|
)
|
|
40
|
|
|
41
|
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase (Decrease)
|
||||||||||||||||||||||||||||||||||||||||||
|
|
Core
|
|
Funds
|
|
SF
|
|
Total
|
|
Core
|
|
Funds
|
|
SF
|
|
Total
|
|
Core
|
|
Funds
|
|
SF
|
|
Total
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Revenues
|
|
$
|
150.2
|
|
|
$
|
39.7
|
|
|
$
|
—
|
|
|
$
|
189.9
|
|
|
$
|
150.0
|
|
|
$
|
49.0
|
|
|
$
|
—
|
|
|
$
|
199.1
|
|
|
$
|
0.2
|
|
|
$
|
(9.3
|
)
|
|
$
|
—
|
|
|
$
|
(9.2
|
)
|
Depreciation and amortization
|
|
(54.6
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
(70.0
|
)
|
|
(46.2
|
)
|
|
(14.5
|
)
|
|
—
|
|
|
(60.8
|
)
|
|
8.4
|
|
|
0.9
|
|
|
—
|
|
|
9.2
|
|
||||||||||||
Property operating expenses, other operating and real estate taxes
|
|
(39.6
|
)
|
|
(17.8
|
)
|
|
—
|
|
|
(57.4
|
)
|
|
(37.3
|
)
|
|
(21.2
|
)
|
|
—
|
|
|
(58.5
|
)
|
|
2.3
|
|
|
(3.4
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||||||||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
||||||||||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
||||||||||||
Operating income (loss)
|
|
56.0
|
|
|
6.5
|
|
|
—
|
|
|
21.9
|
|
|
61.5
|
|
|
13.3
|
|
|
—
|
|
|
44.5
|
|
|
(5.5
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
(22.6
|
)
|
||||||||||||
Gain on disposition of properties
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|
89.1
|
|
|
—
|
|
|
89.1
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
||||||||||||
Interest income
|
|
—
|
|
|
—
|
|
|
25.8
|
|
|
25.8
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
9.2
|
|
||||||||||||
Equity in earnings and gains of unconsolidated affiliates inclusive of gains on disposition of properties
|
|
3.8
|
|
|
35.7
|
|
|
—
|
|
|
39.4
|
|
|
1.2
|
|
|
36.2
|
|
|
—
|
|
|
37.3
|
|
|
2.6
|
|
|
(0.5
|
)
|
|
—
|
|
|
2.1
|
|
||||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||||||||||
Interest expense
|
|
(27.4
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
(34.6
|
)
|
|
(27.9
|
)
|
|
(9.4
|
)
|
|
—
|
|
|
(37.3
|
)
|
|
(0.5
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
(2.7
|
)
|
||||||||||||
Income tax benefit (provision)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||||||||
Net income (loss)
|
|
32.4
|
|
|
116.9
|
|
|
25.8
|
|
|
134.6
|
|
|
34.8
|
|
|
129.2
|
|
|
18.2
|
|
|
150.0
|
|
|
(2.4
|
)
|
|
(12.3
|
)
|
|
7.6
|
|
|
(15.4
|
)
|
||||||||||||
Net (income) loss attributable to noncontrolling interests
|
|
$
|
(3.4
|
)
|
|
$
|
(58.4
|
)
|
|
$
|
—
|
|
|
$
|
(61.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(84.1
|
)
|
|
$
|
—
|
|
|
$
|
(84.3
|
)
|
|
$
|
3.3
|
|
|
$
|
(25.7
|
)
|
|
$
|
—
|
|
|
$
|
(22.5
|
)
|
Net income attributable to Acadia
|
|
$
|
29.0
|
|
|
$
|
58.5
|
|
|
$
|
25.8
|
|
|
$
|
72.8
|
|
|
$
|
34.6
|
|
|
$
|
45.0
|
|
|
$
|
18.2
|
|
|
$
|
65.7
|
|
|
$
|
(5.6
|
)
|
|
$
|
13.5
|
|
|
$
|
7.6
|
|
|
$
|
7.1
|
|
|
42
|
|
|
43
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Consolidated Operating Income
|
|
$
|
17,319
|
|
|
$
|
21,889
|
|
|
$
|
44,462
|
|
Add back:
|
|
|
|
|
|
|
||||||
General and administrative
|
|
33,756
|
|
|
40,648
|
|
|
30,368
|
|
|||
Depreciation and amortization
|
|
104,934
|
|
|
70,011
|
|
|
60,751
|
|
|||
Impairment charges
|
|
14,455
|
|
|
—
|
|
|
5,000
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Above/below market rent, straight-line rent and other adjustments
|
|
(21,110
|
)
|
|
(5,313
|
)
|
|
(8,192
|
)
|
|||
Consolidated NOI
|
|
149,354
|
|
|
127,235
|
|
|
132,389
|
|
|||
|
|
|
|
|
|
|
||||||
Noncontrolling interest in consolidated NOI
|
|
(28,379
|
)
|
|
(20,872
|
)
|
|
(34,675
|
)
|
|||
Less: Operating Partnership's interest in Fund NOI included above
|
|
(7,927
|
)
|
|
(4,981
|
)
|
|
(5,767
|
)
|
|||
Add: Operating Partnership's share of
unconsolidated joint ventures NOI (a) |
|
19,539
|
|
|
16,547
|
|
|
10,382
|
|
|||
NOI - Core Portfolio
|
|
$
|
132,587
|
|
|
$
|
117,929
|
|
|
$
|
102,329
|
|
|
|
|
|
|
|
|
(a)
|
Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within the Funds
|
|
44
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Core Portfolio NOI
|
|
$
|
132,587
|
|
|
$
|
117,929
|
|
Less properties excluded from Same-Property NOI
|
|
(31,778
|
)
|
|
(17,172
|
)
|
||
Same-Property NOI
|
|
$
|
100,809
|
|
|
$
|
100,757
|
|
|
|
|
|
|
||||
Percent change from prior year period
|
|
0.1
|
%
|
|
|
|||
|
|
|
|
|
||||
Components of Same-Property NOI:
|
|
|
|
|
||||
Same-Property Revenues
|
|
$
|
137,590
|
|
|
$
|
133,086
|
|
Same-Property Operating Expenses
|
|
(36,781
|
)
|
|
(32,329
|
)
|
||
Same-Property NOI
|
|
$
|
100,809
|
|
|
$
|
100,757
|
|
|
|
Year Ended
December 31, 2017 |
||||||
|
|
|||||||
Core Portfolio New and Renewal Leases
|
|
Cash Basis
|
|
Straight-Line Basis
|
||||
Number of new and renewal leases executed
|
|
72
|
|
|
72
|
|
||
GLA commencing
|
|
500,028
|
|
|
500,028
|
|
||
New base rent
|
|
$
|
23.63
|
|
|
$
|
24.23
|
|
Expiring base rent
|
|
$
|
21.66
|
|
|
$
|
20.48
|
|
Percent growth in base rent
|
|
9.1
|
%
|
|
18.3
|
%
|
||
Average cost per square foot
|
|
$
|
6.16
|
|
|
$
|
6.16
|
|
Weighted average lease term (years)
|
|
5.3
|
|
|
5.3
|
|
(a)
|
The average cost per square foot includes tenant improvement costs, leasing commissions and tenant allowances.
|
|
45
|
|
(dollars in thousands except per share data)
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)
|
|
83,515
|
|
|
67,446
|
|
|
52,013
|
|
|||
Impairment charges (net of noncontrolling interests’ share)
|
|
1,088
|
|
|
—
|
|
|
1,111
|
|
|||
Gain on sale (net of noncontrolling interests’ share)
|
|
(15,565
|
)
|
|
(28,154
|
)
|
|
(11,114
|
)
|
|||
Income attributable to Common OP Unit holders
|
|
3,609
|
|
|
4,442
|
|
|
3,811
|
|
|||
Distributions - Preferred OP Units
|
|
550
|
|
|
560
|
|
|
31
|
|
|||
Funds from operations attributable to Common Shareholders and Common OP Unit holders
|
|
$
|
134,667
|
|
|
$
|
117,070
|
|
|
$
|
111,560
|
|
|
|
|
|
|
|
|
||||||
Funds From Operations per Share - Diluted
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding,
GAAP earnings |
|
83,682,789
|
|
|
76,231,000
|
|
|
68,851,083
|
|
|||
Weighted-average OP Units outstanding
|
|
4,741,058
|
|
|
4,435,041
|
|
|
3,894,542
|
|
|||
Basic weighted-average shares outstanding, FFO
|
|
88,423,847
|
|
|
80,666,041
|
|
|
72,745,625
|
|
|||
Assumed conversion of Preferred OP Units
to common shares |
|
505,045
|
|
|
435,274
|
|
|
25,067
|
|
|||
Assumed conversion of options, LTIP units and
restricted share units to common shares |
|
69,488
|
|
|
150,843
|
|
|
296,815
|
|
|||
Diluted weighted-average number of Common Shares
and Common OP Units outstanding, FFO |
|
88,998,380
|
|
|
81,252,158
|
|
|
73,067,507
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted Funds from operations, per Common Share
and Common OP Unit |
|
$
|
1.51
|
|
|
$
|
1.44
|
|
|
$
|
1.53
|
|
|
46
|
|
•
|
Fund V acquired four consolidated properties totaling $
167.2 million
(
Note 2
);
|
•
|
Fund IV acquired a consolidated property for
$35.4 million
(
Note 2
);
|
•
|
•
|
In our Core portfolio, our Renaissance investment, in which we hold a 20% interest, acquired a $3.0 million property (
Note 4
).
|
•
|
Fund II was launched in June 2004 with total committed capital of $300.0 million of which our share was $85.0 million, which has been fully funded.
|
•
|
$9.5 million to Fund III. Fund III was launched in May 2007 with total committed capital of $450.0 million of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million.
|
•
|
$27.1 million to Fund IV. Fund IV was launched in May 2012 with total committed capital of $530.0 million of which our original share was $122.5 million.
|
•
|
$95.3 million to Fund V. Fund V was launched in August 2016 with total committed capital of $520.0 million of which our initial share is $104.5 million.
|
|
|
December 31,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Total Debt - Fixed and Effectively Fixed Rate
|
|
$
|
899,650
|
|
|
$
|
860,486
|
|
Total Debt - Variable Rate
|
|
538,736
|
|
|
645,185
|
|
||
|
|
1,438,386
|
|
|
1,505,671
|
|
||
Net unamortized debt issuance costs
|
|
(14,833
|
)
|
|
(18,289
|
)
|
||
Unamortized premium
|
|
856
|
|
|
1,336
|
|
||
Total Indebtedness
|
|
$
|
1,424,409
|
|
|
$
|
1,488,718
|
|
|
47
|
|
|
48
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
Variance
|
||||||
Net cash provided by operating activities
|
|
$
|
119.8
|
|
|
$
|
111.8
|
|
|
$
|
8.0
|
|
Net cash provided by (used in) investing activities
|
|
10.1
|
|
|
(611.0
|
)
|
|
621.1
|
|
|||
Net cash (used in) provided by financing activities
|
|
(126.9
|
)
|
|
498.2
|
|
|
(625.1
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
$
|
3.0
|
|
|
$
|
(1.0
|
)
|
|
$
|
4.0
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
Variance
|
||||||
Net cash provided by operating activities
|
|
$
|
111.8
|
|
|
$
|
113.6
|
|
|
$
|
(1.8
|
)
|
Net cash used in investing activities
|
|
(611.0
|
)
|
|
(354.5
|
)
|
|
(256.5
|
)
|
|||
Net cash provided by financing activities
|
|
498.2
|
|
|
96.1
|
|
|
402.1
|
|
|||
Total
|
|
$
|
(1.0
|
)
|
|
$
|
(144.8
|
)
|
|
$
|
143.8
|
|
|
49
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than
1 Year |
|
1 to 3
Years |
|
3 to 5
Years |
|
More than
5 Years |
||||||||||
Principal obligations on debt
|
|
$
|
1,438.4
|
|
|
$
|
94.4
|
|
|
$
|
790.0
|
|
|
$
|
353.9
|
|
|
$
|
200.1
|
|
Interest obligations on debt
|
|
217.3
|
|
|
60.7
|
|
|
92.5
|
|
|
34.4
|
|
|
29.7
|
|
|||||
Lease obligations
(a)
|
|
207.2
|
|
|
4.5
|
|
|
8.9
|
|
|
8.7
|
|
|
185.1
|
|
|||||
Construction commitments
(b)
|
|
92.2
|
|
|
92.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,955.1
|
|
|
$
|
251.8
|
|
|
$
|
891.4
|
|
|
$
|
397.0
|
|
|
$
|
414.9
|
|
(a)
|
A ground lease expiring during 2078 provides the Company with an option to purchase the underlying land during 2031. If we do not exercise the option, the rents that will be due are based on future values and as such are not determinable at this time. Accordingly, the above table does not include rents for this lease beyond 2031.
|
(b)
|
In conjunction with the development of our Core Portfolio and Fund properties, we have entered into construction commitments with general contractors. We intend to fund these requirements with existing liquidity.
|
|
50
|
|
|
|
Operating
Partnership
Ownership Percentage
|
|
Operating
Partnership
Pro-rata Share of Mortgage Debt
|
|
|
|
|
||||
Investment
|
|
|
|
Interest Rate at December 31, 2017
|
|
Maturity Date
|
||||||
230/240 W. Broughton
|
|
11.6
|
%
|
|
$
|
1.2
|
|
|
4.37
|
%
|
|
May 2018
|
Promenade at Manassas
|
|
22.8
|
%
|
|
5.7
|
|
|
3.07
|
%
|
|
November 2018
|
|
650 Bald Hill
|
|
20.8
|
%
|
|
2.9
|
|
|
4.02
|
%
|
|
April 2020
|
|
Eden Square
|
|
22.8
|
%
|
|
5.1
|
|
|
3.52
|
%
|
|
June 2020
|
|
Gotham Plaza
(a)
|
|
49.0
|
%
|
|
10.0
|
|
|
2.97
|
%
|
|
June 2023
|
|
Renaissance Portfolio
|
|
20.0
|
%
|
|
32.0
|
|
|
3.07
|
%
|
|
August 2023
|
|
Crossroads
|
|
49.0
|
%
|
|
33.0
|
|
|
3.94
|
%
|
|
October 2024
|
|
840 N. Michigan
|
|
88.4
|
%
|
|
65.0
|
|
|
4.36
|
%
|
|
February 2025
|
|
Georgetown Portfolio
|
|
50.0
|
%
|
|
8.4
|
|
|
4.72
|
%
|
|
December 2027
|
|
Total
|
|
|
|
$
|
163.3
|
|
|
|
|
|
|
(a)
|
Our unconsolidated affiliate is a party to an interest rate LIBOR swap with a notional value of
$20.4 million
, which effectively fixes the interest rate at 3.49% and matures in June 2023.
|
|
51
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
Year
|
|
Scheduled
Amortization |
|
Maturities
|
|
Total
|
|
Weighted-Average
Interest Rate |
|||||||
2018
|
|
$
|
3.1
|
|
|
$
|
45.9
|
|
|
$
|
49.0
|
|
|
4.2
|
%
|
2019
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
%
|
|||
2020
|
|
3.1
|
|
|
91.5
|
|
|
94.6
|
|
|
2.7
|
%
|
|||
2021
|
|
3.2
|
|
|
200.0
|
|
|
203.2
|
|
|
2.7
|
%
|
|||
2022
|
|
3.4
|
|
|
50.0
|
|
|
53.4
|
|
|
3.0
|
%
|
|||
Thereafter
|
|
17.4
|
|
|
147.7
|
|
|
165.1
|
|
|
3.7
|
%
|
|||
|
|
$
|
33.2
|
|
|
$
|
535.1
|
|
|
$
|
568.3
|
|
|
|
|
Year
|
|
Scheduled
Amortization |
|
Maturities
|
|
Total
|
|
Weighted-Average
Interest Rate |
|||||||
2018
|
|
$
|
0.7
|
|
|
$
|
5.1
|
|
|
$
|
5.8
|
|
|
3.6
|
%
|
2019
|
|
0.8
|
|
|
46.0
|
|
|
46.8
|
|
|
4.2
|
%
|
|||
2020
|
|
0.5
|
|
|
111.8
|
|
|
112.3
|
|
|
3.9
|
%
|
|||
2021
|
|
0.5
|
|
|
11.3
|
|
|
11.8
|
|
|
3.5
|
%
|
|||
2022
|
|
0.4
|
|
|
10.1
|
|
|
10.5
|
|
|
3.4
|
%
|
|||
Thereafter
|
|
0.1
|
|
|
7.0
|
|
|
7.1
|
|
|
3.6
|
%
|
|||
|
|
$
|
3.0
|
|
|
$
|
191.3
|
|
|
$
|
194.3
|
|
|
|
|
|
|
Scheduled
Amortization |
|
Maturities
|
|
Total
|
|
Weighted-Average
Interest Rate |
|||||||
2018
|
|
$
|
1.0
|
|
|
$
|
6.9
|
|
|
$
|
7.9
|
|
|
3.1
|
%
|
2019
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
%
|
|||
2020
|
|
1.1
|
|
|
8.0
|
|
|
9.1
|
|
|
1.9
|
%
|
|||
2021
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
%
|
|||
2022
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
%
|
|||
Thereafter
|
|
2.6
|
|
|
140.4
|
|
|
143.0
|
|
|
3.9
|
%
|
|||
|
|
$
|
8.0
|
|
|
$
|
155.3
|
|
|
$
|
163.3
|
|
|
|
|
|
52
|
|
|
53
|
|
ITEM 8.
|
FINANCIAL STATEMENTS.
|
|
|
Page
|
|
|
|
Financial Statements:
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Financial Statement Schedules:
|
|
|
|
||
|
||
|
|
54
|
|
|
55
|
|
|
|
December 31,
|
||||||
(dollars in thousands, except per share amounts)
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Investments in real estate, at cost
|
|
|
|
|
|
|
||
Operating real estate, net
|
|
$
|
2,952,918
|
|
|
$
|
2,551,448
|
|
Real estate under development
|
|
173,702
|
|
|
543,486
|
|
||
Net investments in real estate
|
|
3,126,620
|
|
|
3,094,934
|
|
||
Notes receivable, net
|
|
153,829
|
|
|
276,163
|
|
||
Investments in and advances to unconsolidated affiliates
|
|
302,070
|
|
|
272,028
|
|
||
Other assets, net
|
|
214,959
|
|
|
192,786
|
|
||
Cash and cash equivalents
|
|
74,823
|
|
|
71,805
|
|
||
Rents receivable, net
|
|
51,738
|
|
|
43,842
|
|
||
Restricted cash
|
|
10,846
|
|
|
22,904
|
|
||
Assets of properties held for sale
|
|
25,362
|
|
|
21,498
|
|
||
Total assets
|
|
$
|
3,960,247
|
|
|
$
|
3,995,960
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Mortgage and other notes payable, net
|
|
$
|
909,174
|
|
|
$
|
1,055,728
|
|
Unsecured notes payable, net
|
|
473,735
|
|
|
432,990
|
|
||
Unsecured line of credit
|
|
41,500
|
|
|
—
|
|
||
Accounts payable and other liabilities
|
|
210,052
|
|
|
208,672
|
|
||
Capital lease obligation
|
|
70,611
|
|
|
70,129
|
|
||
Dividends and distributions payable
|
|
24,244
|
|
|
36,625
|
|
||
Distributions in excess of income from, and investments in, unconsolidated affiliates
|
|
15,292
|
|
|
13,691
|
|
||
Total liabilities
|
|
1,744,608
|
|
|
1,817,835
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
EQUITY
|
|
|
|
|
|
|
||
Acadia Shareholders' Equity
|
|
|
|
|
||||
Common shares, $0.001 par value, authorized 200,000,000 and 100,000,000 shares, issued and outstanding 83,708,140 and 83,597,741 shares, respectively
|
|
84
|
|
|
84
|
|
||
Additional paid-in capital
|
|
1,596,514
|
|
|
1,594,926
|
|
||
Accumulated other comprehensive loss
|
|
2,614
|
|
|
(798
|
)
|
||
Distributions in excess of accumulated earnings
|
|
(32,013
|
)
|
|
(5,635
|
)
|
||
Total Acadia shareholders’ equity
|
|
1,567,199
|
|
|
1,588,577
|
|
||
Noncontrolling interests
|
|
648,440
|
|
|
589,548
|
|
||
Total equity
|
|
2,215,639
|
|
|
2,178,125
|
|
||
Total liabilities and equity
|
|
$
|
3,960,247
|
|
|
$
|
3,995,960
|
|
|
56
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
198,941
|
|
|
$
|
152,814
|
|
|
$
|
158,632
|
|
Expense reimbursements
|
|
44,907
|
|
|
32,282
|
|
|
36,306
|
|
|||
Other
|
|
6,414
|
|
|
4,843
|
|
|
4,125
|
|
|||
Total revenues
|
|
250,262
|
|
|
189,939
|
|
|
199,063
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
104,934
|
|
|
70,011
|
|
|
60,751
|
|
|||
General and administrative
|
|
33,756
|
|
|
40,648
|
|
|
30,368
|
|
|||
Real estate taxes
|
|
35,946
|
|
|
25,630
|
|
|
25,384
|
|
|||
Property operating
|
|
41,668
|
|
|
24,244
|
|
|
28,423
|
|
|||
Other operating
|
|
2,184
|
|
|
7,517
|
|
|
4,675
|
|
|||
Impairment charges
|
|
14,455
|
|
|
—
|
|
|
5,000
|
|
|||
Total operating expenses
|
|
232,943
|
|
|
168,050
|
|
|
154,601
|
|
|||
Operating income
|
|
17,319
|
|
|
21,889
|
|
|
44,462
|
|
|||
Equity in earnings and gains of unconsolidated affiliates inclusive of gains on disposition of properties of $15,336, $35,950 and $24,043, respectively
|
|
23,371
|
|
|
39,449
|
|
|
37,330
|
|
|||
Interest income
|
|
29,143
|
|
|
25,829
|
|
|
16,603
|
|
|||
Interest expense
|
|
(58,978
|
)
|
|
(34,645
|
)
|
|
(37,297
|
)
|
|||
Gain on change in control and other
|
|
5,571
|
|
|
—
|
|
|
1,596
|
|
|||
Income from continuing operations
before income taxes |
|
16,426
|
|
|
52,522
|
|
|
62,694
|
|
|||
Income tax (provision) benefit
|
|
(1,004
|
)
|
|
105
|
|
|
(1,787
|
)
|
|||
Income from continuing operations before gain
on disposition of properties |
|
15,422
|
|
|
52,627
|
|
|
60,907
|
|
|||
Gain on disposition of properties, net of tax
|
|
48,886
|
|
|
81,965
|
|
|
89,063
|
|
|||
Net income
|
|
64,308
|
|
|
134,592
|
|
|
149,970
|
|
|||
Net income attributable to noncontrolling interests
|
|
(2,838
|
)
|
|
(61,816
|
)
|
|
(84,262
|
)
|
|||
Net income attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per share
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
57
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
64,308
|
|
|
$
|
134,592
|
|
|
$
|
149,970
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized income (loss) on valuation of swap agreements
|
|
634
|
|
|
(646
|
)
|
|
(5,061
|
)
|
|||
Reclassification of realized interest on swap agreements
|
|
3,317
|
|
|
4,576
|
|
|
5,524
|
|
|||
Other comprehensive income
|
|
3,951
|
|
|
3,930
|
|
|
463
|
|
|||
Comprehensive income
|
|
68,259
|
|
|
138,522
|
|
|
150,433
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(3,377
|
)
|
|
(62,081
|
)
|
|
(85,183
|
)
|
|||
Comprehensive income attributable to Acadia
|
|
$
|
64,882
|
|
|
$
|
76,441
|
|
|
$
|
65,250
|
|
|
58
|
|
|
Acadia Shareholders
|
|
|
|
|
|||||||||||||||||||||||||
(in thousands, except per share amounts)
|
Common Shares
|
|
Share Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
(Distributions in Excess of Accumulated Earnings) Retained Earnings
|
|
Total
Common
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
Balance at
January 1, 2017 |
83,598
|
|
|
$
|
84
|
|
|
$
|
1,594,926
|
|
|
$
|
(798
|
)
|
|
$
|
(5,635
|
)
|
|
$
|
1,588,577
|
|
|
$
|
589,548
|
|
|
$
|
2,178,125
|
|
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
|
87
|
|
|
—
|
|
|
1,541
|
|
|
—
|
|
|
—
|
|
|
1,541
|
|
|
(1,541
|
)
|
|
—
|
|
|||||||
Dividends/distributions declared ($1.05 per Common Share/OP Unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,848
|
)
|
|
(87,848
|
)
|
|
(6,453
|
)
|
|
(94,301
|
)
|
|||||||
Employee and trustee stock compensation, net
|
23
|
|
|
—
|
|
|
698
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
10,457
|
|
|
11,155
|
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,805
|
)
|
|
(32,805
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,206
|
|
|
85,206
|
|
|||||||
Reallocation of noncontrolling interests
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
651
|
|
|
—
|
|
|||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,412
|
|
|
61,470
|
|
|
64,882
|
|
|
3,377
|
|
|
68,259
|
|
|||||||
Balance at
December 31, 2017 |
83,708
|
|
|
$
|
84
|
|
|
$
|
1,596,514
|
|
|
$
|
2,614
|
|
|
$
|
(32,013
|
)
|
|
$
|
1,567,199
|
|
|
$
|
648,440
|
|
|
$
|
2,215,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at
January 1, 2016
|
70,258
|
|
|
$
|
70
|
|
|
$
|
1,092,239
|
|
|
$
|
(4,463
|
)
|
|
$
|
12,642
|
|
|
$
|
1,100,488
|
|
|
$
|
420,866
|
|
|
$
|
1,521,354
|
|
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
|
351
|
|
|
1
|
|
|
7,891
|
|
|
—
|
|
|
—
|
|
|
7,892
|
|
|
(7,892
|
)
|
|
—
|
|
|||||||
Issuance of Common Shares, net of issuance costs
|
12,961
|
|
|
13
|
|
|
450,117
|
|
|
—
|
|
|
—
|
|
|
450,130
|
|
|
—
|
|
|
450,130
|
|
|||||||
Issuance of OP Units to acquire real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,429
|
|
|
31,429
|
|
|||||||
Dividends/distributions declared ($1.16 per Common Share/OP Unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,053
|
)
|
|
(91,053
|
)
|
|
(6,753
|
)
|
|
(97,806
|
)
|
|||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
7,546
|
|
|
—
|
|
|
—
|
|
|
7,546
|
|
|
(25,925
|
)
|
|
(18,379
|
)
|
|||||||
Employee and trustee stock compensation, net
|
28
|
|
|
—
|
|
|
926
|
|
|
—
|
|
|
—
|
|
|
926
|
|
|
12,768
|
|
|
13,694
|
|
|||||||
Change in control of previously unconsolidated investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,713
|
)
|
|
(75,713
|
)
|
|||||||
Windfall tax benefit
|
—
|
|
|
—
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
555
|
|
|
—
|
|
|
555
|
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,769
|
)
|
|
(80,769
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,108
|
|
|
295,108
|
|
|||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,665
|
|
|
72,776
|
|
|
76,441
|
|
|
62,081
|
|
|
138,522
|
|
|||||||
Reallocation of noncontrolling interests
|
—
|
|
|
—
|
|
|
35,652
|
|
|
—
|
|
|
—
|
|
|
35,652
|
|
|
(35,652
|
)
|
|
—
|
|
|||||||
Balance at
December 31, 2016 |
83,598
|
|
|
$
|
84
|
|
|
$
|
1,594,926
|
|
|
$
|
(798
|
)
|
|
$
|
(5,635
|
)
|
|
$
|
1,588,577
|
|
|
$
|
589,548
|
|
|
$
|
2,178,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
|
|
|
Acadia Shareholders
|
|
|
|
|
|||||||||||||||||||||||||
(in thousands, except per share amounts)
|
Common Shares
|
|
Share Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
(Distributions in Excess of Accumulated Earnings) Retained Earnings
|
|
Total
Common
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at
January 1, 2015 |
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
|
101
|
|
|
—
|
|
|
2,451
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
|
(2,451
|
)
|
|
—
|
|
|||||||
Issuance of Common Shares, net of issuance costs
|
1,973
|
|
|
2
|
|
|
64,415
|
|
|
—
|
|
|
—
|
|
|
64,417
|
|
|
—
|
|
|
64,417
|
|
|||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
(4,409
|
)
|
|
—
|
|
|
—
|
|
|
(4,409
|
)
|
|
(3,561
|
)
|
|
(7,970
|
)
|
|||||||
Dividends/distributions declared ($1.22 per Common Share/OP Unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,683
|
)
|
|
(84,683
|
)
|
|
(5,983
|
)
|
|
(90,666
|
)
|
|||||||
Employee and trustee stock compensation, net
|
75
|
|
|
—
|
|
|
1,921
|
|
|
—
|
|
|
—
|
|
|
1,921
|
|
|
6,723
|
|
|
8,644
|
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,950
|
)
|
|
(74,950
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,489
|
|
|
35,489
|
|
|||||||
Comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
65,708
|
|
|
65,250
|
|
|
85,183
|
|
|
150,433
|
|
|||||||
Balance at
December 31, 2015 |
70,258
|
|
|
$
|
70
|
|
|
$
|
1,092,239
|
|
|
$
|
(4,463
|
)
|
|
$
|
12,642
|
|
|
$
|
1,100,488
|
|
|
$
|
420,866
|
|
|
$
|
1,521,354
|
|
|
60
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
64,308
|
|
|
$
|
134,592
|
|
|
$
|
149,970
|
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
||||
Gain on disposition of properties
|
|
(48,886
|
)
|
|
(81,965
|
)
|
|
(89,063
|
)
|
|||
Gain on change in control
|
|
(5,571
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
104,934
|
|
|
70,011
|
|
|
60,751
|
|
|||
Distributions of operating income from unconsolidated affiliates
|
|
9,249
|
|
|
7,256
|
|
|
12,291
|
|
|||
Equity in earnings and gains of unconsolidated affiliates
|
|
(23,371
|
)
|
|
(39,449
|
)
|
|
(37,330
|
)
|
|||
Stock compensation expense
|
|
11,155
|
|
|
13,695
|
|
|
7,438
|
|
|||
Amortization of financing costs
|
|
5,985
|
|
|
3,204
|
|
|
3,537
|
|
|||
Impairment charges
|
|
14,455
|
|
|
—
|
|
|
5,000
|
|
|||
Other, net
|
|
(10,610
|
)
|
|
(8,095
|
)
|
|
(6,483
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Other liabilities
|
|
(4,285
|
)
|
|
26,532
|
|
|
5,354
|
|
|||
Prepaid expenses and other assets
|
|
(6,498
|
)
|
|
(11,677
|
)
|
|
12,690
|
|
|||
Rents receivable, net
|
|
(11,274
|
)
|
|
(4,847
|
)
|
|
(5,673
|
)
|
|||
Restricted cash
|
|
11,474
|
|
|
1,912
|
|
|
(6,168
|
)
|
|||
Accounts payable and accrued expenses
|
|
8,768
|
|
|
591
|
|
|
1,284
|
|
|||
Net cash provided by operating activities
|
|
119,833
|
|
|
111,760
|
|
|
113,598
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||
Acquisition of real estate
|
|
(200,429
|
)
|
|
(495,644
|
)
|
|
(338,700
|
)
|
|||
Development and property improvement costs
|
|
(108,142
|
)
|
|
(149,434
|
)
|
|
(164,315
|
)
|
|||
Issuance of or advances on notes receivable
|
|
(10,600
|
)
|
|
(157,352
|
)
|
|
(48,500
|
)
|
|||
Proceeds from the disposition of properties
|
|
260,711
|
|
|
150,378
|
|
|
168,895
|
|
|||
Investments in and advances to unconsolidated affiliates
|
|
(6,535
|
)
|
|
(72,098
|
)
|
|
(24,168
|
)
|
|||
Return of capital from unconsolidated affiliates
|
|
23,946
|
|
|
54,444
|
|
|
11,892
|
|
|||
Proceeds from notes receivable
|
|
32,000
|
|
|
42,819
|
|
|
15,984
|
|
|||
Deposits for properties under contract
|
|
(2,000
|
)
|
|
1,424
|
|
|
(5,776
|
)
|
|||
Proceeds from disposition of properties of unconsolidated affiliates
|
|
26,045
|
|
|
24,586
|
|
|
38,392
|
|
|||
Payment of deferred leasing costs
|
|
(5,202
|
)
|
|
(7,515
|
)
|
|
(8,207
|
)
|
|||
Change in control of previously unconsolidated (consolidated) affiliate
|
|
288
|
|
|
(2,578
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
10,082
|
|
|
(610,970
|
)
|
|
(354,503
|
)
|
|
61
|
|
|
|
Year Ended December 31,
|
||||||||||
(Continued)
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||
Principal payments on mortgage and other notes
|
|
(306,119
|
)
|
|
(394,864
|
)
|
|
(148,423
|
)
|
|||
Principal payments on unsecured debt
|
|
(277,134
|
)
|
|
(541,790
|
)
|
|
(234,815
|
)
|
|||
Proceeds received on mortgage and other notes
|
|
156,344
|
|
|
222,071
|
|
|
90,234
|
|
|||
Proceeds from unsecured debt
|
|
359,625
|
|
|
666,716
|
|
|
417,425
|
|
|||
Proceeds from issuance of Common Shares, net of
issuance costs of $0, $9,238 and $1,150, respectively |
|
—
|
|
|
450,130
|
|
|
63,234
|
|
|||
Capital contributions from noncontrolling interests
|
|
85,206
|
|
|
295,108
|
|
|
35,489
|
|
|||
Distributions to noncontrolling interests
|
|
(39,942
|
)
|
|
(105,994
|
)
|
|
(84,610
|
)
|
|||
Dividends paid to Common Shareholders
|
|
(99,527
|
)
|
|
(91,334
|
)
|
|
(86,353
|
)
|
|||
Deferred financing and other costs
|
|
(6,211
|
)
|
|
(11,678
|
)
|
|
(4,376
|
)
|
|||
Loan proceeds held as restricted cash
|
|
861
|
|
|
9,874
|
|
|
48,676
|
|
|||
Purchase of convertible notes payable
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(126,897
|
)
|
|
498,239
|
|
|
96,101
|
|
|||
|
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
3,018
|
|
|
(971
|
)
|
|
(144,804
|
)
|
|||
Cash and cash equivalents, beginning of the year
|
|
71,805
|
|
|
72,776
|
|
|
217,580
|
|
|||
Cash and cash equivalents, end of the year
|
|
$
|
74,823
|
|
|
$
|
71,805
|
|
|
$
|
72,776
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
||||
Cash paid during the period for interest, net of
capitalized interest of $13,509, $21,109 and $16,447, respectively |
|
$
|
49,942
|
|
|
$
|
42,279
|
|
|
$
|
47,960
|
|
Cash paid for income taxes, net of (refunds)
|
|
$
|
875
|
|
|
$
|
2,036
|
|
|
$
|
2,038
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
|
|
|
|
|
||||
Acquisition of real estate through assumption of debt
|
|
$
|
—
|
|
|
$
|
120,672
|
|
|
$
|
91,885
|
|
Acquisition of real estate through issuance of OP Units
|
|
$
|
—
|
|
|
$
|
29,336
|
|
|
$
|
—
|
|
Acquisition of capital lease obligation
|
|
$
|
—
|
|
|
$
|
76,461
|
|
|
$
|
—
|
|
Mortgage debt financed at time of acquisition
|
|
$
|
—
|
|
|
$
|
63,900
|
|
|
$
|
—
|
|
Assumption of accounts payable and accrued expenses
through acquisition of real estate |
|
$
|
2,173
|
|
|
$
|
3,587
|
|
|
$
|
—
|
|
Assumption of prepaid expenses and other
assets through acquisition of real estate |
|
|
|
|
$
|
2,226
|
|
|
$
|
—
|
|
|
Disposition of air rights through issuance of notes receivable
|
|
$
|
—
|
|
|
|
|
|
$
|
(29,539
|
)
|
|
Acquisition of real estate through assumption of restricted cash
|
|
$
|
—
|
|
|
|
|
|
$
|
(28,912
|
)
|
|
Acquisition of real estate through conversion of note receivable
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
13,386
|
|
Acquisition of undivided interest in a property
through conversion of notes receivable |
|
$
|
60,695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Change in control of previously unconsolidated (consolidated) investment
|
|
|
|
|
|
|
|
|
||||
(Increase) decrease in real estate, net
|
|
$
|
(39,322
|
)
|
|
$
|
90,559
|
|
|
$
|
—
|
|
Gain on change in control
|
|
5,571
|
|
|
—
|
|
|
—
|
|
|||
Decrease in notes receivable
|
|
32,010
|
|
|
—
|
|
|
—
|
|
|||
Decrease (increase) in investments in
and advances to unconsolidated affiliates |
|
4,159
|
|
|
(21,421
|
)
|
|
—
|
|
|||
Decrease in noncontrolling interest
|
|
—
|
|
|
(75,713
|
)
|
|
—
|
|
|||
Change in other assets and liabilities
|
|
(2,130
|
)
|
|
3,997
|
|
|
—
|
|
|||
Increase (decrease) in cash upon change of control
|
|
$
|
288
|
|
|
$
|
(2,578
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
62
|
|
Entity
|
Formation Date
|
Operating Partnership Share of Capital
|
Capital Called as of
December 31, 2017
|
Unfunded Commitment
|
Equity Interest Held By Operating Partnership
(a)
|
Preferred Return
|
Total Distributions as of
December 31, 2017
(b)
|
||||||
Fund II and Mervyns II
|
6/2004
|
28.33%
|
$
|
347.1
|
|
$
|
—
|
|
28.33%
|
8%
|
$
|
131.6
|
|
Fund III
|
5/2007
|
24.54%
|
411.5
|
|
38.5
|
|
24.54%
|
6%
|
551.9
|
|
|||
Fund IV
|
5/2012
|
23.12%
|
412.7
|
|
117.3
|
|
23.12%
|
6%
|
131.5
|
|
|||
Fund V
|
8/2016
|
20.10%
|
45.8
|
|
474.2
|
|
20.10%
|
6%
|
—
|
|
(a)
|
Amount represents the current economic ownership at
December 31, 2017
, which could differ from the stated legal ownership based upon the cumulative preferred returns of the respective fund.
|
(b)
|
Represents the total for the Funds, including the Operating Partnership and noncontrolling interests’ shares.
|
|
63
|
|
|
64
|
|
|
65
|
|
|
66
|
|
|
67
|
|
|
68
|
|
|
69
|
|
|
70
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
|
||||
Land
|
|
$
|
658,835
|
|
|
$
|
693,252
|
|
Buildings and improvements
|
|
2,406,488
|
|
|
1,916,288
|
|
||
Tenant improvements
|
|
131,850
|
|
|
132,220
|
|
||
Construction in progress
|
|
18,642
|
|
|
19,789
|
|
||
Properties under capital lease
|
|
76,965
|
|
|
76,965
|
|
||
Total
|
|
3,292,780
|
|
|
2,838,514
|
|
||
Less: Accumulated depreciation
|
|
(339,862
|
)
|
|
(287,066
|
)
|
||
Operating real estate, net
|
|
2,952,918
|
|
|
2,551,448
|
|
||
Real estate under development, at cost
|
|
173,702
|
|
|
543,486
|
|
||
Net investments in real estate
|
|
$
|
3,126,620
|
|
|
$
|
3,094,934
|
|
|
71
|
|
Property and Location
|
Percent Acquired
|
Date of Acquisition
|
Purchase Price
|
|
Debt Assumed
|
||||
2017 Acquisitions and Conversions
|
|
|
|
|
|
||||
Core
|
|
|
|
|
|
||||
Market Square Shopping Center - Wilmington, DE (Conversion) (
Note 4
)
|
100%
|
Nov 16, 2017
|
$
|
42,800
|
|
|
$
|
—
|
|
Subtotal Core
|
|
|
42,800
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
Fund IV
|
|
|
|
|
|
||||
Lincoln Place - Fairview Heights, IL
|
100%
|
Mar 13, 2017
|
35,350
|
|
|
—
|
|
||
Shaw's Plaza - Windham, ME (Conversion) (
Note 3
)
|
100%
|
Jun 30, 2017
|
9,142
|
|
|
—
|
|
||
Subtotal Fund IV
|
|
|
44,492
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
Fund V
|
|
|
|
|
|
||||
Plaza Santa Fe - Santa Fe, NM
|
100%
|
Jun 5, 2017
|
35,220
|
|
|
—
|
|
||
Hickory Ridge - Hickory, NC
|
100%
|
Jul 27, 2017
|
44,020
|
|
|
—
|
|
||
New Towne Plaza - Canton, MI
|
100%
|
Aug 4, 2017
|
26,000
|
|
|
—
|
|
||
Fairlane Green - Allen Park, MI
|
100%
|
Dec 20, 2017
|
62,000
|
|
|
—
|
|
||
Subtotal Fund V
|
|
|
167,240
|
|
|
—
|
|
||
Total 2017 Acquisitions and Conversions
|
|
|
$
|
254,532
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
2016 Acquisitions
|
|
|
|
|
|
||||
Core Portfolio
|
|
|
|
|
|
||||
991 Madison Avenue - New York, NY
(a)
|
100%
|
Mar 26, 2016
|
$
|
76,628
|
|
|
$
|
—
|
|
165 Newbury Street - Boston, MA
|
100%
|
May 13, 2016
|
6,250
|
|
|
—
|
|
||
Concord & Milwaukee - Chicago, IL
|
100%
|
Jul 28, 2016
|
6,000
|
|
|
2,902
|
|
||
151 North State Street - Chicago, IL
|
100%
|
Aug 10, 2016
|
30,500
|
|
|
14,556
|
|
||
State & Washington - Chicago, IL
|
100%
|
Aug 22, 2016
|
70,250
|
|
|
25,650
|
|
||
North & Kingsbury - Chicago, IL
|
100%
|
Aug 29, 2016
|
34,000
|
|
|
13,409
|
|
||
Sullivan Center - Chicago, IL
|
100%
|
Aug 31, 2016
|
146,939
|
|
|
—
|
|
||
California & Armitage - Chicago, IL
|
100%
|
Sep 12, 2016
|
9,250
|
|
|
2,692
|
|
||
555 9th Street - San Francisco, CA
|
100%
|
Nov 2, 2016
|
139,775
|
|
|
60,000
|
|
||
Subtotal Core Portfolio
|
|
|
519,592
|
|
|
119,209
|
|
||
|
|
|
|
|
|
||||
Fund IV
|
|
|
|
|
|
||||
Restaurants at Fort Point - Boston, MA
|
100%
|
Jan 14, 2016
|
11,500
|
|
|
—
|
|
||
1964 Union Street - San Francisco, CA
(a)
|
90%
|
Jan 28, 2016
|
2,250
|
|
|
1,463
|
|
||
Wake Forest Crossing - Wake Forest, NC
|
100%
|
Sep 27, 2016
|
36,600
|
|
|
—
|
|
||
Airport Mall - Bangor, ME
|
100%
|
Oct 28, 2016
|
10,250
|
|
|
—
|
|
||
Colonie Plaza - Albany, NY
|
100%
|
Oct 28, 2016
|
15,000
|
|
|
—
|
|
||
Dauphin Plaza - Harrisburg, PA
|
100%
|
Oct 28, 2016
|
16,000
|
|
|
—
|
|
||
JFK Plaza - Waterville, ME
|
100%
|
Oct 28, 2016
|
6,500
|
|
|
—
|
|
||
Mayfair Shopping Center - Philadelphia, PA
|
100%
|
Oct 28, 2016
|
16,600
|
|
|
—
|
|
||
Shaw's Plaza - Waterville, ME
|
100%
|
Oct 28, 2016
|
13,800
|
|
|
—
|
|
||
Wells Plaza - Wells, ME
|
100%
|
Oct 28, 2016
|
5,250
|
|
|
—
|
|
||
717 N Michigan - Chicago, IL
|
100%
|
Dec 1, 2016
|
103,500
|
|
|
—
|
|
||
Subtotal Fund IV
|
|
|
237,250
|
|
|
1,463
|
|
||
Total 2016 Acquisitions
|
|
|
$
|
756,842
|
|
|
$
|
120,672
|
|
|
72
|
|
(a)
|
These acquisitions were accounted for as asset acquisitions as the underlying properties did not meet the definition of a business.
|
|
Year Ended
December 31, 2017 |
|
Year Ended December 31, 2016
|
||||
|
|
||||||
Net Assets Acquired
|
|
|
|
||||
Land
|
$
|
48,138
|
|
|
$
|
225,729
|
|
Buildings and improvements
|
173,576
|
|
|
458,525
|
|
||
Other assets
|
84
|
|
|
3,481
|
|
||
Acquisition-related intangible assets (in Acquired lease intangibles, net)
|
44,269
|
|
|
63,606
|
|
||
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)
|
(11,535
|
)
|
|
(72,985
|
)
|
||
Above and below market debt assumed (included in Mortgages and other notes payable, net)
|
—
|
|
|
(119,601
|
)
|
||
Net assets acquired
|
$
|
254,532
|
|
|
$
|
558,755
|
|
Consideration
|
|
|
|
||||
Cash
|
$
|
200,429
|
|
|
$
|
439,546
|
|
Conversion of note receivable
|
41,010
|
|
|
—
|
|
||
Debt assumed
|
—
|
|
|
119,209
|
|
||
Liabilities assumed
|
3,363
|
|
|
—
|
|
||
Existing interest in previously unconsolidated investment
|
4,159
|
|
|
—
|
|
||
Change in control of previously unconsolidated investment
|
5,571
|
|
|
—
|
|
||
Total Consideration
|
$
|
254,532
|
|
|
$
|
558,755
|
|
|
73
|
|
Property and Location
|
Owner
|
Date Sold
|
Sale Price
|
|
Gain/(Loss) on Sale
|
||||
2017 Dispositions
|
|
|
|
|
|
||||
New Hyde Park Shopping Center - New Hyde Park, NY
|
Fund III
|
Jul 6, 2017
|
$
|
22,075
|
|
|
$
|
6,433
|
|
216th Street - New York, NY
|
Fund II
|
Sep 11, 2017
|
30,579
|
|
|
6,543
|
|
||
City Point Condominium Tower I - Brooklyn, NY
|
Fund II
|
Oct 13, 2017
|
96,000
|
|
|
(810
|
)
|
||
1151 Third Avenue - New York, NY
|
Fund IV
|
Nov 16, 2017
|
27,000
|
|
|
5,183
|
|
||
260 E 161st Street - Bronx, NY
|
Fund II
|
Dec 13, 2017
|
105,684
|
|
|
31,537
|
|
||
Total 2017 Dispositions
|
|
|
$
|
281,338
|
|
|
$
|
48,886
|
|
|
|
|
|
|
|
||||
2016 Dispositions
|
|
|
|
|
|
||||
Cortlandt Town Center (65%) - Mohegan Lake, NY (
Note 4
)
|
Fund III
|
Jan 28, 2016
|
$
|
107,250
|
|
|
$
|
65,393
|
|
Heritage Shops - Chicago, IL
|
Fund III
|
Apr 26, 2016
|
46,500
|
|
|
16,572
|
|
||
Total 2016 Dispositions
|
|
|
$
|
153,750
|
|
|
$
|
81,965
|
|
|
|
Year Ended
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Rental revenues
|
|
$
|
13,021
|
|
|
$
|
16,946
|
|
|
$
|
31,935
|
|
Expenses
|
|
(18,964
|
)
|
|
(13,653
|
)
|
|
(27,265
|
)
|
|||
Loss on extinguishment of debt
|
|
(1,380
|
)
|
|
(81
|
)
|
|
(111
|
)
|
|||
(Loss) income from continuing operations of
disposed properties before gain on disposition of properties |
|
(7,323
|
)
|
|
3,212
|
|
|
4,559
|
|
|||
Gain on disposition of properties, net of tax
|
|
48,886
|
|
|
81,965
|
|
|
89,063
|
|
|||
Net income attributable to noncontrolling interests
|
|
(30,072
|
)
|
|
(70,850
|
)
|
|
(1,732
|
)
|
|||
Net income attributable to Acadia
|
|
$
|
11,491
|
|
|
$
|
14,327
|
|
|
$
|
91,890
|
|
|
74
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Pro forma revenues
|
$
|
266,485
|
|
|
$
|
247,843
|
|
|
$
|
243,237
|
|
Pro forma income from continuing operations
|
21,878
|
|
|
63,681
|
|
|
52,442
|
|
|||
Pro forma net income attributable to Acadia
|
64,107
|
|
|
82,485
|
|
|
58,232
|
|
|||
Pro forma basic and diluted earnings per share
|
0.77
|
|
|
1.02
|
|
|
0.79
|
|
|
December 31, 2016
|
|
Year Ended December 31, 2017
|
|
December 31, 2017
|
||||||||||||||||||||
|
Number of Properties
|
|
Carrying Value
|
|
Transfers In
|
|
Capitalized Costs
|
|
Transfers Out
|
|
Number of Properties
|
|
Carrying Value
|
||||||||||||
Core
|
1
|
|
|
$
|
3,499
|
|
|
$
|
22,422
|
|
|
$
|
819
|
|
|
$
|
4,843
|
|
|
2
|
|
|
$
|
21,897
|
|
Fund II
|
2
|
|
|
443,012
|
|
|
—
|
|
|
6,851
|
|
|
444,955
|
|
|
—
|
|
|
4,908
|
|
|||||
Fund III
|
3
|
|
|
50,452
|
|
|
—
|
|
|
22,572
|
|
|
9,085
|
|
|
2
|
|
|
63,939
|
|
|||||
Fund IV
|
4
|
|
|
46,523
|
|
|
80,508
|
|
|
2,158
|
|
|
46,231
|
|
|
1
|
|
|
82,958
|
|
|||||
Total
|
10
|
|
|
$
|
543,486
|
|
|
$
|
102,930
|
|
|
$
|
32,400
|
|
|
$
|
505,114
|
|
|
5
|
|
|
$
|
173,702
|
|
|
75
|
|
|
|
December 31,
|
|
December 31,
|
|
December 31, 2017
|
||||||||
Description
|
|
2017
|
|
2016
|
|
Number
|
|
Maturity Date
|
|
Interest Rate
|
||||
Core Portfolio
|
|
$
|
101,695
|
|
|
$
|
216,400
|
|
|
3
|
|
June 2018 - April 2019
|
|
6.0% - 8.1%
|
Fund II
|
|
31,778
|
|
|
31,007
|
|
|
1
|
|
May 2020
|
|
2.5%
|
||
Fund III
|
|
5,106
|
|
|
4,506
|
|
|
1
|
|
July 2020
|
|
18.0%
|
||
Fund IV
|
|
15,250
|
|
|
24,250
|
|
|
1
|
|
February 2021
|
|
15.3%
|
||
|
|
$
|
153,829
|
|
|
$
|
276,163
|
|
|
6
|
|
|
|
|
•
|
recovered the full value of a
$12.0 million
Core note receivable, which was previously in default, plus accrued interest and fees aggregating
$16.8 million
as further described below;
|
•
|
exchanged
$92.7 million
of Core notes receivable plus accrued interest thereon of
$1.8 million
for additional undivided interests in the Market Square and Town Center properties (
Note 4
);
|
•
|
funded an additional
$10.0 million
on an existing Core note receivable, which had a total commitment of
$20.0 million
, and was subsequently repaid in full during the fourth quarter;
|
•
|
entered into an agreement to extend the maturity of a
$15.0 million
Core note receivable to
June 1, 2018
;
|
•
|
increased the balance of a Fund II note receivable by the interest accrued of
$0.8 million
;
|
•
|
advanced an additional
$0.6 million
on a Fund III note receivable; and
|
•
|
exchanged a
$9.0 million
Fund IV note receivable plus accrued interest of
$0.1 million
thereon for an investment in a shopping center in Windham, Maine (
Note 2
).
|
•
|
issued
one
Core note receivable and
three
Fund IV notes receivable aggregating
$47.5 million
with a weighted-average effective interest rate of
9.8%
, which were collateralized by
four
mixed-use real estate properties;
|
•
|
received total collections of
$42.8 million
, including full repayment of
five
notes issued in prior periods aggregating
$29.6 million
; and
|
•
|
restructured a
$30.9 million
Core mezzanine loan, which bore interest at
15.0%
, and replaced it with a new
$153.4 million
loan collateralized by a first mortgage in the borrower’s tenancy-in-common interest. The loan bears interest at
8.1%
(
Note 4
).
|
|
76
|
|
(a)
|
Represents a tenancy-in-common interest.
|
(b)
|
During May and November 2017, as discussed below, the Company increased its ownership in Market Square and Town Center, which was formerly included under the caption “Brandywine Portfolio.”
|
(c)
|
Distributions have exceeded the Company’s non-recourse investment, therefore the carrying value is zero.
|
(d)
|
Represents a variable interest entity.
|
(e)
|
The Company is entitled to a
15%
return on its cumulative capital contribution which was
$15.4 million
and
$14.5 million
at
December 31, 2017
and
December 31, 2016
, respectively. In addition, the Company is entitled to a
9%
preferred return on a portion of its equity, which was
$36.8 million
and
$45.4 million
at
December 31, 2017
and
December 31, 2016
, respectively.
|
(f)
|
Represents deferred fees.
|
(g)
|
Includes a cost-method investment in Albertson’s (
Note 8
) and other investments.
|
|
77
|
|
(h)
|
Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may be required to fund future obligations of the entity.
|
|
78
|
|
|
79
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Combined and Condensed Balance Sheets
|
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
|
||
Rental property, net
|
|
$
|
518,900
|
|
|
$
|
576,505
|
|
Real estate under development
|
|
26,681
|
|
|
18,884
|
|
||
Investment in unconsolidated affiliates
|
|
6,853
|
|
|
6,853
|
|
||
Other assets
|
|
100,901
|
|
|
75,254
|
|
||
Total assets
|
|
$
|
653,335
|
|
|
$
|
677,496
|
|
Liabilities and partners’ equity:
|
|
|
|
|
|
|
||
Mortgage notes payable
|
|
$
|
405,652
|
|
|
$
|
407,344
|
|
Other liabilities
|
|
61,932
|
|
|
30,117
|
|
||
Partners’ equity
|
|
185,751
|
|
|
240,035
|
|
||
Total liabilities and partners’ equity
|
|
$
|
653,335
|
|
|
$
|
677,496
|
|
|
|
|
|
|
||||
Company's share of accumulated equity
|
|
$
|
185,533
|
|
|
$
|
191,049
|
|
Basis differential
|
|
95,358
|
|
|
61,827
|
|
||
Deferred fees, net of portion related to the Company's interest
|
|
3,472
|
|
|
3,268
|
|
||
Amounts receivable by the Company
|
|
2,415
|
|
|
2,193
|
|
||
Investments in and advances to unconsolidated affiliates, net of Company's share of distributions in excess of income from and investments in unconsolidated affiliates
|
|
$
|
286,778
|
|
|
$
|
258,337
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Combined and Condensed Statements of Income
|
|
|
|
|
|
|
||||||
Total revenues
|
|
$
|
83,222
|
|
|
$
|
84,218
|
|
|
$
|
43,990
|
|
Operating and other expenses
|
|
(24,711
|
)
|
|
(25,724
|
)
|
|
(13,721
|
)
|
|||
Interest expense
|
|
(18,733
|
)
|
|
(16,300
|
)
|
|
(9,178
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
|
—
|
|
|
—
|
|
|
66,655
|
|
|||
Depreciation and amortization
|
|
(24,192
|
)
|
|
(35,432
|
)
|
|
(12,154
|
)
|
|||
Loss on debt extinguishment
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|||
Gain (loss) on disposition of properties
|
|
18,957
|
|
|
(1,340
|
)
|
|
32,623
|
|
|||
Net income attributable to unconsolidated affiliates
|
|
$
|
34,389
|
|
|
$
|
5,422
|
|
|
$
|
108,215
|
|
|
|
|
|
|
|
|
||||||
Company’s share of equity in
net income of unconsolidated affiliates |
|
$
|
26,039
|
|
|
$
|
40,538
|
|
|
$
|
37,722
|
|
Basis differential amortization
|
|
(2,668
|
)
|
|
(1,089
|
)
|
|
(392
|
)
|
|||
Company’s equity in earnings of unconsolidated affiliates
|
|
$
|
23,371
|
|
|
$
|
39,449
|
|
|
$
|
37,330
|
|
|
80
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Other assets, net:
|
|
|
|
|
||||
Lease intangibles, net (
Note 6
)
|
|
$
|
127,571
|
|
|
$
|
114,584
|
|
Deferred charges, net
(a)
|
|
24,589
|
|
|
25,221
|
|
||
Prepaid expenses
|
|
16,838
|
|
|
14,351
|
|
||
Other receivables
|
|
11,356
|
|
|
9,514
|
|
||
Accrued interest receivable
|
|
11,668
|
|
|
9,354
|
|
||
Deposits
|
|
6,296
|
|
|
4,412
|
|
||
Due from seller
|
|
4,300
|
|
|
4,300
|
|
||
Deferred tax assets
|
|
2,096
|
|
|
3,733
|
|
||
Derivative financial instruments (
Note 8
)
|
|
4,402
|
|
|
2,921
|
|
||
Due from related parties
|
|
1,479
|
|
|
1,655
|
|
||
Corporate assets
|
|
2,369
|
|
|
1,241
|
|
||
Income taxes receivable
|
|
1,995
|
|
|
1,500
|
|
||
|
|
$
|
214,959
|
|
|
$
|
192,786
|
|
|
|
|
|
|
||||
(a) Deferred charges, net:
|
|
|
|
|
||||
Deferred leasing and other costs
|
|
$
|
41,020
|
|
|
$
|
40,728
|
|
Deferred financing costs
|
|
7,786
|
|
|
5,915
|
|
||
|
|
48,806
|
|
|
46,643
|
|
||
Accumulated amortization
|
|
(24,217
|
)
|
|
(21,422
|
)
|
||
Deferred charges, net
|
|
$
|
24,589
|
|
|
$
|
25,221
|
|
|
|
|
|
|
||||
Accounts payable and other liabilities:
|
|
|
|
|
||||
Lease intangibles, net (
Note 6
)
|
|
$
|
104,478
|
|
|
$
|
105,028
|
|
Accounts payable and accrued expenses
|
|
61,420
|
|
|
48,290
|
|
||
Deferred income
|
|
31,306
|
|
|
35,267
|
|
||
Tenant security deposits, escrow and other
|
|
10,029
|
|
|
14,975
|
|
||
Derivative financial instruments (
Note 8
)
|
|
1,467
|
|
|
3,590
|
|
||
Income taxes payable
|
|
176
|
|
|
1,287
|
|
||
Other
|
|
1,176
|
|
|
235
|
|
||
|
|
$
|
210,052
|
|
|
$
|
208,672
|
|
|
81
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortizable Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place lease intangible assets
|
$
|
193,821
|
|
|
$
|
(72,749
|
)
|
|
$
|
121,072
|
|
|
$
|
156,420
|
|
|
$
|
(47,827
|
)
|
|
$
|
108,593
|
|
Above-market rent
|
16,786
|
|
|
(10,287
|
)
|
|
6,499
|
|
|
16,649
|
|
|
(10,658
|
)
|
|
5,991
|
|
||||||
|
$
|
210,607
|
|
|
$
|
(83,036
|
)
|
|
$
|
127,571
|
|
|
$
|
173,069
|
|
|
$
|
(58,485
|
)
|
|
$
|
114,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortizable Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market rent
|
$
|
(147,232
|
)
|
|
$
|
43,391
|
|
|
$
|
(103,841
|
)
|
|
$
|
(137,032
|
)
|
|
$
|
32,004
|
|
|
$
|
(105,028
|
)
|
Above-market ground lease
|
(671
|
)
|
|
34
|
|
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
(147,903
|
)
|
|
$
|
43,425
|
|
|
$
|
(104,478
|
)
|
|
$
|
(137,032
|
)
|
|
$
|
32,004
|
|
|
$
|
(105,028
|
)
|
Years Ending December 31,
|
|
Net Increase in Lease Revenues
|
|
Increase to Amortization
|
|
Reduction of Rent Expense
|
|
Net Income (Expense)
|
||||||||
2018
|
|
$
|
10,005
|
|
|
$
|
(29,005
|
)
|
|
$
|
58
|
|
|
$
|
(18,942
|
)
|
2019
|
|
9,642
|
|
|
(21,678
|
)
|
|
58
|
|
|
(11,978
|
)
|
||||
2020
|
|
8,655
|
|
|
(16,797
|
)
|
|
58
|
|
|
(8,084
|
)
|
||||
2021
|
|
7,503
|
|
|
(12,524
|
)
|
|
58
|
|
|
(4,963
|
)
|
||||
2022
|
|
7,185
|
|
|
(8,778
|
)
|
|
58
|
|
|
(1,535
|
)
|
||||
Thereafter
|
|
54,352
|
|
|
(32,290
|
)
|
|
347
|
|
|
22,409
|
|
||||
Total
|
|
$
|
97,342
|
|
|
$
|
(121,072
|
)
|
|
$
|
637
|
|
|
$
|
(23,093
|
)
|
|
82
|
|
|
Interest Rate at December 31,
|
|
Maturity Date at
|
|
Carrying Value at December 31,
|
||||||||
|
2017
|
|
2016
|
|
December 31, 2017
|
|
2017
|
|
2016
|
||||
Mortgages Payable
|
|
|
|
|
|
|
|
|
|
||||
Core Fixed Rate
|
3.88%-5.89%
|
|
3.88%-6.65%
|
|
February 2024 - April 2035
|
|
$
|
179,870
|
|
|
$
|
234,875
|
|
Core Variable Rate - Swapped
(a)
|
1.71%-3.77%
|
|
1.71%-3.77%
|
|
July 2018 - July 2027
|
|
74,152
|
|
|
82,250
|
|
||
Total Core Mortgages Payable
|
|
|
|
|
|
|
254,022
|
|
|
317,125
|
|
||
Fund II Fixed Rate
|
1.00%-4.75%
|
|
1.00%-5.80%
|
|
August 2019 - May 2020
|
|
205,262
|
|
|
249,762
|
|
||
Fund II Variable Rate
|
LIBOR+1.39%
|
|
LIBOR+0.62%-LIBOR+2.50%
|
|
November 2021
|
|
—
|
|
|
142,750
|
|
||
Fund II Variable Rate - Swapped
(a)
|
2.88%
|
|
2.88%
|
|
November 2021
|
|
19,560
|
|
|
19,779
|
|
||
Total Fund II Mortgages Payable
|
|
|
|
|
|
|
224,822
|
|
|
412,291
|
|
||
Fund III Variable Rate
|
Prime+0.50% -LIBOR+4.65%
|
|
Prime+0.50%-LIBOR+4.65%
|
|
May 2018 - December 2021
|
|
65,866
|
|
|
83,467
|
|
||
Fund IV Fixed Rate
|
3.4%-4.50%
|
|
3.4%-4.50%
|
|
October 2025-June 2026
|
|
10,503
|
|
|
10,503
|
|
||
Fund IV Variable Rate
|
LIBOR+1.70%-LIBOR+3.95%
|
|
LIBOR+1.70%-LIBOR+3.95%
|
|
January 2018 - April 2022
|
|
250,584
|
|
|
233,139
|
|
||
Fund IV Variable Rate - Swapped
(a)
|
1.78%
|
|
1.78%
|
|
May 2019 - April 2022
|
|
86,851
|
|
|
14,509
|
|
||
Total Fund IV Mortgages Payable
|
|
|
|
|
|
|
347,938
|
|
|
258,151
|
|
||
Fund V Variable Rate
|
LIBOR+2.25%
|
|
—
|
|
October 2020
|
|
28,613
|
|
|
—
|
|
||
Net unamortized debt issuance costs
|
|
|
|
|
|
|
(12,943
|
)
|
|
(16,642
|
)
|
||
Unamortized premium
|
|
|
|
|
|
|
856
|
|
|
1,336
|
|
||
Total Mortgages Payable
|
|
|
|
|
|
|
$
|
909,174
|
|
|
$
|
1,055,728
|
|
Unsecured Notes Payable
|
|
|
|
|
|
|
|
|
|
||||
Core Unsecured Term Loans
|
LIBOR+1.30%-LIBOR+1.60%
|
|
LIBOR+1.30%-LIBOR+1.60%
|
|
July 2020 - December 2022
|
|
$
|
—
|
|
|
$
|
51,194
|
|
Core Variable Rate Unsecured
Term Loans - Swapped (a) |
1.24%-3.77%
|
|
1.24%-3.77%
|
|
July 2018 - March 2025
|
|
300,000
|
|
|
248,806
|
|
||
Total Core Unsecured Notes Payable
|
|
|
|
|
|
|
300,000
|
|
|
300,000
|
|
||
Fund II Unsecured Notes Payable
|
LIBOR+1.40%
|
|
—
|
|
September 2020
|
|
31,500
|
|
|
—
|
|
||
Fund IV Term Loan/Subscription Facility
|
LIBOR+1.65%-LIBOR+2.75%
|
|
LIBOR+1.65%-LIBOR+2.75%
|
|
December 2018 - October 2019
|
|
40,825
|
|
|
134,636
|
|
||
Fund V Subscription Facility
|
LIBOR+1.60%
|
|
—
|
|
May 2020
|
|
103,300
|
|
|
—
|
|
||
Net unamortized debt issuance costs
|
|
|
|
|
|
|
(1,890
|
)
|
|
(1,646
|
)
|
||
Total Unsecured Notes Payable
|
|
|
|
|
|
|
$
|
473,735
|
|
|
$
|
432,990
|
|
Unsecured Line of Credit
|
|
|
|
|
|
|
|
|
|
||||
Core Unsecured Line of Credit
|
LIBOR+1.40%
|
|
LIBOR+1.40%
|
|
June 2020
|
|
$
|
18,048
|
|
|
$
|
—
|
|
Core Unsecured Line of Credit - Swapped
(a)
|
1.24%-3.77%
|
|
—
|
|
July 2018 - March 2025
|
|
23,452
|
|
|
—
|
|
||
Total Unsecured Line of Credit
|
|
|
|
|
|
|
$
|
41,500
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Debt - Fixed Rate
(b)
|
|
|
|
|
|
$
|
899,650
|
|
|
$
|
860,486
|
|
|
Total Debt - Variable Rate
(c)
|
|
|
|
|
|
|
538,736
|
|
|
645,185
|
|
||
Total Debt
|
|
|
|
|
|
1,438,386
|
|
|
1,505,671
|
|
|||
Net unamortized debt issuance costs
|
|
|
|
|
|
|
(14,833
|
)
|
|
(18,289
|
)
|
||
Unamortized premium
|
|
|
|
|
|
|
856
|
|
|
1,336
|
|
||
Total Indebtedness
|
|
|
|
|
|
|
$
|
1,424,409
|
|
|
$
|
1,488,718
|
|
|
83
|
|
(a)
|
At
December 31, 2017
, the stated rates ranged from LIBOR +
1.65%
to LIBOR +
1.90%
for Core variable-rate debt; LIBOR +
1.39%
for Fund II variable-rate debt; PRIME +
0.50%
to LIBOR +
4.65%
for Fund III variable-rate debt; LIBOR +
1.70%
to LIBOR +
3.95%
for Fund IV variable-rate debt, LIBOR + 2.25% for Fund V and LIBOR +
1.30%
to LIBOR +
1.60%
for Core variable-rate unsecured notes.
|
(b)
|
Includes
$504,018
and
$365,343
, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.
|
(c)
|
Includes
$141.1 million
and
$186.6 million
, respectively, of variable-rate debt that is subject to interest cap agreements.
|
•
|
In the Core portfolio there are outstanding at both
December 31, 2017
and
December 31, 2016
$300.0 million
of unsecured term loans including a
$150.0 million
term loan and
three
$50.0 million
term loans. All of the Core term loans are swapped to fixed rates. The Core unsecured term loans were refinanced in February 2018 (
Note 17
).
|
•
|
During 2017, Fund II obtained a
$40.0 million
term loan secured by the real estate assets of City Point Phase II with an interest rate of LIBOR plus
140 basis points
and maturing in September 2020. The Fund II loan is also guaranteed by the Company and the Operating Partnership. The outstanding balance and total available credit of the Fund II term loan was
$31.5 million
and
$8.5 million
, respectively, at
December 31, 2017
.
|
•
|
At Fund IV there are a
$41.8 million
bridge facility and a
$21.5 million
subscription line. The outstanding balance of the Fund IV bridge facility was
$40.8 million
and
$40.1 million
at
December 31, 2017
and
December 31, 2016
, respectively. Total availability was
$1.0 million
and
$0
at December 31, 2017 and December 31, 2016. The outstanding balance of the Fund IV subscription line was
$0.0 million
and
$94.5 million
and total available credit was
$14.1 million
and
$5.5 million
at
December 31, 2017
and
December 31, 2016
, reflecting letters of credit of
$7.4 million
and
$0
, respectively.
|
•
|
During 2017, Fund V obtained a
$150.0 million
subscription line collateralized by Fund V’s unfunded capital commitments with an interest rate of LIBOR plus
160 basis points
and maturing in May 2020. The Fund V subscription line is also guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was
$103.3 million
and
$46.7 million
, respectively, at
December 31, 2017
.
|
|
84
|
|
Year Ending December 31,
|
|
||
2018
|
$
|
94,400
|
|
2019
|
213,573
|
|
|
2020
|
576,379
|
|
|
2021
|
255,027
|
|
|
2022
|
98,840
|
|
|
Thereafter
|
200,167
|
|
|
|
1,438,386
|
|
|
Unamortized fair market value of assumed debt
|
856
|
|
|
Net unamortized debt issuance costs
|
(14,833
|
)
|
|
Total indebtedness
|
$
|
1,424,409
|
|
|
85
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money Market Funds
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial instruments
|
|
—
|
|
|
4,402
|
|
|
—
|
|
|
—
|
|
|
2,921
|
|
|
—
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments
|
|
—
|
|
|
1,467
|
|
|
—
|
|
|
—
|
|
|
3,590
|
|
|
—
|
|
|
86
|
|
|
Aggregate
Notional Amount |
|
|
Strike Rate
|
Balance Sheet Location
|
Fair Value
|
||||||||||
Derivative Instrument
|
Effective Date
|
Maturity Date
|
Low
|
|
High
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Core
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps
|
$
|
149,036
|
|
Oct 2011 - March 2015
|
July 2018 - Mar 2025
|
1.38%
|
—
|
3.77%
|
Other Liabilities
|
$
|
(1,438
|
)
|
|
$
|
(3,218
|
)
|
Interest Rate Swaps
|
248,571
|
|
Sep 2012 - July 2017
|
July 2020 - July 2027
|
1.24%
|
—
|
3.77%
|
Other Assets
|
4,076
|
|
|
2,609
|
|
|||
|
$
|
397,607
|
|
|
|
|
|
|
|
$
|
2,638
|
|
|
$
|
(609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fund II
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap
|
$
|
19,560
|
|
October 2014
|
November 2021
|
2.88%
|
—
|
2.88%
|
Other Liabilities
|
$
|
(29
|
)
|
|
$
|
(228
|
)
|
Interest Rate Cap
|
29,500
|
|
April 2013
|
April 2018
|
4.00%
|
—
|
4.00%
|
Other Assets
|
—
|
|
|
—
|
|
|||
|
$
|
49,060
|
|
|
|
|
|
|
|
$
|
(29
|
)
|
|
$
|
(228
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fund III
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Cap
|
$
|
58,000
|
|
Dec 2016
|
Jan 2020
|
3.00%
|
—
|
3.00%
|
Other Assets
|
$
|
14
|
|
|
$
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fund IV
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps
|
$
|
86,851
|
|
May 2014 - March 2017
|
May 2019 - April 2022
|
1.78%
|
—
|
2.11%
|
Other Assets
|
$
|
295
|
|
|
$
|
—
|
|
Interest Rate Swaps
|
—
|
|
May 2014 - March 2017
|
May 2019 - April 2022
|
1.78%
|
—
|
2.11%
|
Other Liabilities
|
—
|
|
|
$
|
(144
|
)
|
||
Interest Rate Caps
|
108,900
|
|
July 2016 - November 2016
|
August 2019 - December 2019
|
3.00%
|
—
|
3.00%
|
Other Assets
|
17
|
|
|
185
|
|
|||
|
$
|
195,751
|
|
|
|
|
|
|
|
$
|
312
|
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total asset derivatives
|
|
|
|
|
|
|
$
|
4,402
|
|
|
$
|
2,921
|
|
|||
Total liability derivatives
|
|
|
|
|
|
|
$
|
(1,467
|
)
|
|
$
|
(3,590
|
)
|
|
87
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Amount of (loss) income related to the effective portion recognized in other comprehensive income
|
$
|
634
|
|
|
$
|
(646
|
)
|
|
$
|
(5,061
|
)
|
Amount of loss related to the effective portion subsequently reclassified to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amount of gain (loss) related to the ineffective portion and amount excluded from effectiveness testing
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Level
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Notes Receivable
(a)
|
|
3
|
|
$
|
153,829
|
|
|
$
|
151,712
|
|
|
$
|
276,163
|
|
|
$
|
272,052
|
|
Mortgage and Other Notes Payable, net
(a)
|
|
3
|
|
909,174
|
|
|
921,891
|
|
|
1,055,728
|
|
|
1,077,926
|
|
||||
Investment in non-traded equity securities
(b)
|
|
3
|
|
411
|
|
|
22,824
|
|
|
802
|
|
|
25,194
|
|
||||
Unsecured notes payable and Unsecured line of credit, net
(c)
|
|
2
|
|
515,235
|
|
|
515,330
|
|
|
434,636
|
|
|
435,779
|
|
(a)
|
The Company determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the credit of the borrower or tenant, where applicable, and interest rate risk. The Company also considered the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the borrower, the time until maturity and the current market interest rate environment.
|
(b)
|
Represents Fund II’s cost-method investment in Albertson’s supermarkets (
Note 4
).
|
(c)
|
The Company determined the estimated fair value of the unsecured notes payable and unsecured line of credit using quoted market prices in an open market with limited trading volume where available. In cases where there was no trading volume, the Company determined the estimated fair value using a discounted cash flow model using a rate that reflects the average yield of similar market participants.
|
|
88
|
|
•
|
The Company withheld
4,314
Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested.
|
•
|
The Company recognized Common Share and Common OP Unit-based compensation totaling
$8.4 million
in connection with Restricted Shares and Units (
Note 13
).
|
•
|
At the May 10 Shareholder Meeting, Shareholders approved an amendment to the Company’s Declaration of Trust to increase the authorized share capital of the Company from
100 million
shares of beneficial interest to
200 million
shares which became effective on July 24, 2017.
|
•
|
The Company issued
4,500,000
Common Shares under its at-the-market (“ATM”) equity programs, generating gross proceeds of
$157.6 million
and net proceeds of
$155.7 million
. The Company has established a new ATM equity program, effective July 2016, with an additional aggregate offering amount of up to
$250.0 million
of gross proceeds from the sale of Common Shares, replacing its
$200.0 million
program that was launched in 2014. As of
December 31, 2016
and
December 31, 2017
, there was
$218.0 million
remaining under this
$250.0 million
program.
|
•
|
The Company entered into a forward sale agreement to issue
3,600,000
Common Shares for gross proceeds of
$126.8 million
and net proceeds of
$124.5 million
. As of
December 31, 2016
, these shares have been physically settled.
|
•
|
The Company issued
4,830,000
Common Shares in a public offering, generating gross proceeds of
$175.2 million
and net proceeds of
$172.1 million
.
|
•
|
The Company withheld
3,152
Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested.
|
•
|
The Company recognized accrued Common Share and Common OP Unit-based compensation totaling
$10.9 million
in connection with the vesting of Restricted Shares and Units (
Note 13
).
|
|
89
|
|
|
Gains or Losses on Derivative Instruments
|
||
Balance at January 1, 2017
|
$
|
(798
|
)
|
|
|
||
Other comprehensive loss before reclassifications
|
634
|
|
|
Reclassification of realized interest on swap agreements
|
3,317
|
|
|
Net current period other comprehensive loss
|
3,951
|
|
|
Net current period other comprehensive loss attributable to noncontrolling interests
|
(539
|
)
|
|
Balance at December 31, 2017
|
$
|
2,614
|
|
|
|
||
Balance at January 1, 2016
|
$
|
(4,463
|
)
|
|
|
||
Other comprehensive loss before reclassifications
|
(646
|
)
|
|
Reclassification of realized interest on swap agreements
|
4,576
|
|
|
Net current period other comprehensive loss
|
3,930
|
|
|
Net current period other comprehensive loss attributable to noncontrolling interests
|
(265
|
)
|
|
Balance at December 31, 2016
|
$
|
(798
|
)
|
|
90
|
|
|
Noncontrolling Interests in Operating Partnership
(a)
|
|
Noncontrolling Interests in Partially-Owned Affiliates
(b)
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Balance at January 1, 2017
|
$
|
95,422
|
|
|
$
|
494,126
|
|
|
$
|
589,548
|
|
Distributions declared of $1.05 per Common OP Unit
|
(6,453
|
)
|
|
—
|
|
|
(6,453
|
)
|
|||
Net income (loss) for the period January 1 through December 31, 2017
|
4,159
|
|
|
(1,321
|
)
|
|
2,838
|
|
|||
Conversion of 5,000 Preferred and 81,453 Common OP Units to
Common Shares by limited partners of the Operating Partnership |
(1,541
|
)
|
|
—
|
|
|
(1,541
|
)
|
|||
Other comprehensive income - unrealized loss
on valuation of swap agreements |
85
|
|
|
(232
|
)
|
|
(147
|
)
|
|||
Reclassification of realized interest expense on swap agreements
|
141
|
|
|
545
|
|
|
686
|
|
|||
Noncontrolling interest contributions
|
—
|
|
|
85,206
|
|
|
85,206
|
|
|||
Noncontrolling interest distributions
|
—
|
|
|
(32,805
|
)
|
|
(32,805
|
)
|
|||
Employee Long-term Incentive Plan Unit Awards
|
10,457
|
|
|
—
|
|
|
10,457
|
|
|||
Rebalancing adjustment
(d)
|
651
|
|
|
—
|
|
|
651
|
|
|||
Balance at December 31, 2017
|
$
|
102,921
|
|
|
$
|
545,519
|
|
|
$
|
648,440
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2016
|
$
|
96,340
|
|
|
$
|
324,526
|
|
|
$
|
420,866
|
|
Distributions declared of $1.16 per Common OP Unit
|
(6,753
|
)
|
|
—
|
|
|
(6,753
|
)
|
|||
Net income for the period January 1 through December 31, 2016
|
5,002
|
|
|
56,814
|
|
|
61,816
|
|
|||
Conversion of 351,250 Common OP Units to Common Shares
by limited partners of the Operating Partnership |
(7,892
|
)
|
|
—
|
|
|
(7,892
|
)
|
|||
Issuance of Common and Preferred OP Units to acquire real estate
|
31,429
|
|
|
—
|
|
|
31,429
|
|
|||
Acquisition of noncontrolling interests
(c)
|
—
|
|
|
(25,925
|
)
|
|
(25,925
|
)
|
|||
Other comprehensive income - unrealized loss
on valuation of swap agreements |
(43
|
)
|
|
(289
|
)
|
|
(332
|
)
|
|||
Change in control of previously unconsolidated investment
|
—
|
|
|
(75,713
|
)
|
|
(75,713
|
)
|
|||
Reclassification of realized interest expense on swap agreements
|
223
|
|
|
374
|
|
|
597
|
|
|||
Noncontrolling interest contributions
|
—
|
|
|
295,108
|
|
|
295,108
|
|
|||
Noncontrolling interest distributions
|
—
|
|
|
(80,769
|
)
|
|
(80,769
|
)
|
|||
Employee Long-term Incentive Plan Unit Awards
|
12,768
|
|
|
—
|
|
|
12,768
|
|
|||
Rebalancing adjustment
(d)
|
(35,652
|
)
|
|
—
|
|
|
(35,652
|
)
|
|||
Balance at December 31, 2016
|
$
|
95,422
|
|
|
$
|
494,126
|
|
|
$
|
589,548
|
|
(a)
|
Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’
3,328,873
and
3,308,875
Common OP Units at
December 31, 2017
and 2016, respectively; (ii)
188
Series A Preferred OP Units at December 31, 2017 and 2016; (iii)
136,593
and
141,593
Series C Preferred OP Units at
December 31, 2017
and 2016, respectively; and (iv)
2,274,147
and
1,997,099
LTIP units as of
December 31, 2017
and 2016, respectively, as discussed in Share Incentive Plan (
Note 13
). Distributions declared for Preferred OP Units are reflected in net income in the table above.
|
(b)
|
Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns I and II, and six other subsidiaries.
|
(c)
|
During the first quarter of 2016, the Company acquired an additional
8.3%
interest in Fund II from a limited partner for
$18.4 million
, giving the Company an aggregate
28.33%
interest. Amount in the table above represents the book value of this transaction.
|
|
91
|
|
(d)
|
Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership (the “Rebalancing”).
|
|
92
|
|
Year Ending December 31,
|
|
Minimum Rental Revenues
|
|
Minimum Rental Payments
|
||||
2018
|
|
$
|
165,893
|
|
|
$
|
4,540
|
|
2019
|
|
163,576
|
|
|
4,560
|
|
||
2020
|
|
149,453
|
|
|
4,356
|
|
||
2021
|
|
130,834
|
|
|
4,302
|
|
||
2022
|
|
111,958
|
|
|
4,395
|
|
||
Thereafter
|
|
514,271
|
|
|
185,014
|
|
||
Total
|
|
$
|
1,235,985
|
|
|
$
|
207,167
|
|
|
93
|
|
|
|
As of or for the Year Ended December 31, 2017
|
||||||||||||||||||
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Unallocated
|
|
Total
|
||||||||||
Revenues
|
|
$
|
169,975
|
|
|
$
|
80,287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,262
|
|
Depreciation and amortization
|
|
(61,705
|
)
|
|
(43,229
|
)
|
|
—
|
|
|
—
|
|
|
(104,934
|
)
|
|||||
Property operating expenses, other operating and real estate taxes
|
|
(45,349
|
)
|
|
(34,449
|
)
|
|
—
|
|
|
—
|
|
|
(79,798
|
)
|
|||||
Impairment charges
|
|
—
|
|
|
(14,455
|
)
|
|
—
|
|
|
—
|
|
|
(14,455
|
)
|
|||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,756
|
)
|
|
(33,756
|
)
|
|||||
Operating income
|
|
62,921
|
|
|
(11,846
|
)
|
|
—
|
|
|
(33,756
|
)
|
|
17,319
|
|
|||||
Gain on disposition of properties
|
|
—
|
|
|
48,886
|
|
|
—
|
|
|
—
|
|
|
48,886
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
29,143
|
|
|
—
|
|
|
29,143
|
|
|||||
Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties
|
|
3,735
|
|
|
19,636
|
|
|
—
|
|
|
—
|
|
|
23,371
|
|
|||||
Interest expense
|
|
(28,618
|
)
|
|
(30,360
|
)
|
|
—
|
|
|
—
|
|
|
(58,978
|
)
|
|||||
Gain on change in control
|
|
5,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,571
|
|
|||||
Income tax provision
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,004
|
)
|
|
(1,004
|
)
|
|||||
Net income
|
|
43,609
|
|
|
26,316
|
|
|
29,143
|
|
|
(34,760
|
)
|
|
64,308
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(1,107
|
)
|
|
(1,731
|
)
|
|
—
|
|
|
—
|
|
|
(2,838
|
)
|
|||||
Net income attributable to Acadia
|
|
$
|
42,502
|
|
|
$
|
24,585
|
|
|
$
|
29,143
|
|
|
$
|
(34,760
|
)
|
|
$
|
61,470
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate at cost
|
|
$
|
2,032,485
|
|
|
$
|
1,433,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,466,482
|
|
Total assets
|
|
$
|
2,305,663
|
|
|
$
|
1,500,755
|
|
|
$
|
153,829
|
|
|
$
|
—
|
|
|
$
|
3,960,247
|
|
Cash paid for acquisition of real estate
|
|
$
|
—
|
|
|
$
|
200,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,429
|
|
Cash paid for development and property improvement costs
|
|
$
|
49,339
|
|
|
$
|
66,116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115,455
|
|
|
|
As of or for the Year Ended December 31, 2016
|
||||||||||||||||||
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Unallocated
|
|
Total
|
||||||||||
Revenues
|
|
$
|
150,211
|
|
|
$
|
39,728
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,939
|
|
Depreciation and amortization
|
|
(54,582
|
)
|
|
(15,429
|
)
|
|
—
|
|
|
—
|
|
|
(70,011
|
)
|
|||||
Property operating expenses, other operating and real estate taxes
|
|
(39,598
|
)
|
|
(17,793
|
)
|
|
—
|
|
|
—
|
|
|
(57,391
|
)
|
|||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,648
|
)
|
|
(40,648
|
)
|
|||||
Operating income
|
|
56,031
|
|
|
6,506
|
|
|
—
|
|
|
(40,648
|
)
|
|
21,889
|
|
|||||
Gain on disposition of properties
|
|
—
|
|
|
81,965
|
|
|
—
|
|
|
—
|
|
|
81,965
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
25,829
|
|
|
—
|
|
|
25,829
|
|
|||||
Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties
|
|
3,774
|
|
|
35,675
|
|
|
—
|
|
|
—
|
|
|
39,449
|
|
|||||
Interest expense
|
|
(27,435
|
)
|
|
(7,210
|
)
|
|
—
|
|
|
—
|
|
|
(34,645
|
)
|
|||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
105
|
|
|||||
Net income
|
|
32,370
|
|
|
116,936
|
|
|
25,829
|
|
|
(40,543
|
)
|
|
134,592
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(3,411
|
)
|
|
(58,405
|
)
|
|
—
|
|
|
—
|
|
|
(61,816
|
)
|
|||||
Net income attributable to Acadia
|
|
$
|
28,959
|
|
|
$
|
58,531
|
|
|
$
|
25,829
|
|
|
$
|
(40,543
|
)
|
|
$
|
72,776
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate at cost
|
|
$
|
1,982,763
|
|
|
$
|
1,399,237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,382,000
|
|
Total assets
|
|
$
|
2,271,620
|
|
|
$
|
1,448,177
|
|
|
$
|
276,163
|
|
|
$
|
—
|
|
|
$
|
3,995,960
|
|
Cash paid for acquisition of real estate
|
|
$
|
323,880
|
|
|
$
|
171,764
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495,644
|
|
Cash paid for development and property improvement costs
|
|
$
|
13,434
|
|
|
$
|
136,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149,434
|
|
|
94
|
|
|
|
As of or for the Year Ended December 31, 2015
|
||||||||||||||||||
|
|
Core Portfolio
|
|
Funds
|
|
Structured Financing
|
|
Unallocated
|
|
Total
|
||||||||||
Revenues
|
|
$
|
150,015
|
|
|
$
|
49,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
199,063
|
|
Depreciation and amortization
|
|
(46,223
|
)
|
|
(14,528
|
)
|
|
—
|
|
|
—
|
|
|
(60,751
|
)
|
|||||
Property operating expenses, other operating and real estate taxes
|
|
(37,259
|
)
|
|
(21,223
|
)
|
|
—
|
|
|
—
|
|
|
(58,482
|
)
|
|||||
Impairment charges
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,368
|
)
|
|
(30,368
|
)
|
|||||
Operating income
|
|
61,533
|
|
|
13,297
|
|
|
—
|
|
|
(30,368
|
)
|
|
44,462
|
|
|||||
Gain on disposition of properties
|
|
—
|
|
|
89,063
|
|
|
—
|
|
|
—
|
|
|
89,063
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
16,603
|
|
|
—
|
|
|
16,603
|
|
|||||
Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties
|
|
1,169
|
|
|
36,161
|
|
|
—
|
|
|
—
|
|
|
37,330
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
1,596
|
|
|
—
|
|
|
1,596
|
|
|||||
Interest expense
|
|
(27,945
|
)
|
|
(9,352
|
)
|
|
—
|
|
|
—
|
|
|
(37,297
|
)
|
|||||
Income tax provision
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,787
|
)
|
|
(1,787
|
)
|
|||||
Net income
|
|
34,757
|
|
|
129,169
|
|
|
18,199
|
|
|
(32,155
|
)
|
|
149,970
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(140
|
)
|
|
(84,122
|
)
|
|
—
|
|
|
—
|
|
|
(84,262
|
)
|
|||||
Net income attributable to Acadia
|
|
$
|
34,617
|
|
|
$
|
45,047
|
|
|
$
|
18,199
|
|
|
$
|
(32,155
|
)
|
|
$
|
65,708
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate at cost
|
|
$
|
1,572,681
|
|
|
$
|
1,163,602
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,736,283
|
|
Total assets
|
|
$
|
1,662,092
|
|
|
$
|
1,223,039
|
|
|
$
|
147,188
|
|
|
$
|
—
|
|
|
$
|
3,032,319
|
|
Cash paid for acquisition of real estate
|
|
$
|
181,884
|
|
|
$
|
156,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
338,700
|
|
Cash paid for development and property improvement costs
|
|
$
|
16,505
|
|
|
$
|
147,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164,315
|
|
|
95
|
|
|
96
|
|
Unvested Restricted Shares
and LTIP Units |
|
Common Restricted
Shares |
|
Weighted
Grant-Date Fair Value |
|
LTIP Units
|
|
Weighted
Grant-Date Fair Value |
||||||
Unvested at January 1, 2016
|
|
49,899
|
|
|
$
|
25.90
|
|
|
1,020,121
|
|
|
$
|
23.92
|
|
Granted
|
|
21,675
|
|
|
33.35
|
|
|
359,484
|
|
|
34.40
|
|
||
Vested
|
|
(24,886
|
)
|
|
29.17
|
|
|
(522,680
|
)
|
|
26.08
|
|
||
Forfeited
|
|
(189
|
)
|
|
35.37
|
|
|
(48
|
)
|
|
35.37
|
|
||
Unvested at December 31, 2016
|
|
46,499
|
|
|
27.58
|
|
|
856,877
|
|
|
26.99
|
|
||
Granted
|
|
19,442
|
|
|
29.85
|
|
|
310,551
|
|
|
31.80
|
|
||
Vested
|
|
(23,430
|
)
|
|
30.47
|
|
|
(257,124
|
)
|
|
28.27
|
|
||
Forfeited
|
|
(1,184
|
)
|
|
32.65
|
|
|
(205
|
)
|
|
32.49
|
|
||
Unvested at December 31, 2017
|
|
41,327
|
|
|
$
|
26.92
|
|
|
910,099
|
|
|
$
|
28.28
|
|
|
97
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Net income attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
Deferred cancellation of indebtedness income
|
|
2,050
|
|
|
2,050
|
|
|
2,050
|
|
|||
Deferred rental and other income
(a)
|
|
(934
|
)
|
|
1,610
|
|
|
82
|
|
|||
Book/tax difference - depreciation and amortization
(a)
|
|
21,334
|
|
|
15,189
|
|
|
9,983
|
|
|||
Straight-line rent and above- and below-market rent adjustments
(a)
|
|
(10,559
|
)
|
|
(7,882
|
)
|
|
(8,041
|
)
|
|||
Book/tax differences - equity-based compensation
|
|
5,325
|
|
|
10,307
|
|
|
5,833
|
|
|||
Joint venture equity in earnings, net
(a)
|
|
9,114
|
|
|
(2,011
|
)
|
|
5,776
|
|
|||
Impairment charges and reserves
|
|
—
|
|
|
769
|
|
|
(714
|
)
|
|||
Acquisition costs
(a)
|
|
1,135
|
|
|
5,116
|
|
|
1,190
|
|
|||
Gains
|
|
(5,181
|
)
|
|
—
|
|
|
(760
|
)
|
|||
Book/tax differences - miscellaneous
|
|
930
|
|
|
(4,924
|
)
|
|
2,573
|
|
|||
Taxable income
|
|
$
|
84,684
|
|
|
$
|
93,000
|
|
|
$
|
83,680
|
|
Distributions declared
|
|
$
|
87,848
|
|
|
$
|
91,053
|
|
|
$
|
84,683
|
|
(a)
|
Adjustments from certain subsidiaries and affiliates, which are consolidated for financial reporting but not for tax reporting, are included in the reconciliation item "Joint venture equity in earnings, net."
|
|
98
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|||||||||
Ordinary income
|
$
|
0.82
|
|
|
78
|
%
|
|
$
|
0.77
|
|
|
66
|
%
|
|
$
|
0.83
|
|
|
68
|
%
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Capital gain
|
0.23
|
|
|
22
|
%
|
|
0.39
|
|
|
34
|
%
|
|
0.39
|
|
|
32
|
%
|
|||
Total
|
$
|
1.05
|
|
|
100
|
%
|
|
$
|
1.16
|
|
|
100
|
%
|
|
$
|
1.22
|
|
|
100
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
TRS income (loss) before income taxes
|
|
$
|
(3,604
|
)
|
|
$
|
(1,583
|
)
|
|
$
|
1,008
|
|
(Provision) benefit for income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
(982
|
)
|
|
378
|
|
|
(526
|
)
|
|||
State and local
|
|
423
|
|
|
97
|
|
|
(134
|
)
|
|||
TRS net income (loss) before noncontrolling interests
|
|
(4,163
|
)
|
|
(1,108
|
)
|
|
348
|
|
|||
Noncontrolling interests
|
|
8
|
|
|
(9
|
)
|
|
(208
|
)
|
|||
TRS net income (loss)
|
|
$
|
(4,155
|
)
|
|
$
|
(1,117
|
)
|
|
$
|
140
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal tax provision (benefit) at statutory tax rate
|
|
$
|
(1,225
|
)
|
|
$
|
(538
|
)
|
|
$
|
343
|
|
TRS state and local taxes, net of Federal benefit
|
|
(190
|
)
|
|
(84
|
)
|
|
53
|
|
|||
Tax effect of:
|
|
|
|
|
|
|
||||||
Permanent differences, net
|
|
1,131
|
|
|
1,663
|
|
|
396
|
|
|||
Prior year (over) under-accrual, net
|
|
(1,541
|
)
|
|
—
|
|
|
938
|
|
|||
Effect of Tax Cuts and Jobs Act
|
|
1,982
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
404
|
|
|
(1,516
|
)
|
|
(131
|
)
|
|||
REIT state and local income and franchise taxes
|
|
443
|
|
|
370
|
|
|
188
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
1,004
|
|
|
$
|
(105
|
)
|
|
$
|
1,787
|
|
|
99
|
|
|
|
Year Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income attributable to Acadia
|
|
$
|
61,470
|
|
|
$
|
72,776
|
|
|
$
|
65,708
|
|
Less: net income attributable to participating securities
|
|
(642
|
)
|
|
(793
|
)
|
|
(927
|
)
|
|||
Income from continuing operations net of income
attributable to participating securities |
|
$
|
60,828
|
|
|
$
|
71,983
|
|
|
$
|
64,781
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares for basic earnings per share
|
|
83,682,789
|
|
|
76,231,000
|
|
|
68,851,083
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Employee unvested restricted shares
|
|
2,682
|
|
|
12,550
|
|
|
18,556
|
|
|||
Denominator for diluted earnings per share
|
|
83,685,471
|
|
|
76,243,550
|
|
|
68,869,639
|
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per Common Share from
continuing operations attributable to Acadia |
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
|
|
|
|
|
|
||||||
Anti-Dilutive Shares Excluded from Denominator:
|
|
|
|
|
|
|
||||||
Series A Preferred OP Units
|
|
188
|
|
|
188
|
|
|
188
|
|
|||
Series A Preferred OP Units - Common share equivalent
|
|
25,067
|
|
|
25,067
|
|
|
25,067
|
|
|||
|
|
|
|
|
|
|
||||||
Series C Preferred OP Units
|
|
136,593
|
|
|
141,593
|
|
|
—
|
|
|||
Series C Preferred OP Units - Common share equivalent
|
|
479,978
|
|
|
410,207
|
|
|
—
|
|
|
100
|
|
|
|
Three Months Ended
(a,b,c,d)
|
||||||||||||||
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Revenues
|
|
$
|
61,999
|
|
|
$
|
59,504
|
|
|
$
|
62,678
|
|
|
$
|
66,081
|
|
Net income
|
|
19,971
|
|
|
6,108
|
|
|
13,285
|
|
|
24,944
|
|
||||
Net (income) loss attributable to
noncontrolling interests |
|
(4,340
|
)
|
|
5,952
|
|
|
(418
|
)
|
|
(4,032
|
)
|
||||
Net income attributable to Acadia
|
|
15,631
|
|
|
12,060
|
|
|
12,867
|
|
|
20,912
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to Acadia:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.18
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
$
|
0.25
|
|
Diluted
|
|
0.18
|
|
|
0.14
|
|
|
0.15
|
|
|
0.25
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
83,635
|
|
|
83,662
|
|
|
83,700
|
|
|
83,733
|
|
||||
Diluted
|
|
83,646
|
|
|
83,662
|
|
|
83,700
|
|
|
83,733
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per Common Share
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.27
|
|
(a)
|
The three months ended March 31, 2017 includes the Company’s
$2.7 million
proportionate share of aggregate gains of
$14.5 million
on the sales of
two
unconsolidated properties (
Note 4
).
|
(b)
|
The three months ended June 30, 2017 includes the Company’s
$0.8 million
proportionate share of a
$3.3 million
gain on sale of an unconsolidated property (
Note 4
).
|
(c)
|
The three months ended September 30, 2017 includes an aggregate
$13.0 million
gain on the sales of
two
consolidated properties (
Note 2
), of which
$10.7 million
was attributable to noncontrolling interests as well as an impairment charge of
$3.8 million
, inclusive of an amount attributable to a noncontrolling interest of
$2.7 million
(
Note 8
).
|
(d)
|
The three months ended December 31, 2017 includes a
$5.6 million
gain on change in control of interests (
Note 4
), an aggregate
$35.9 million
gain on the sales of
three
consolidated properties (
Note 2
), of which
$26.7 million
was attributable to noncontrolling interests; and an impairment charge of
$10.6 million
, of which
$7.6 million
was attributable to noncontrolling interests (
Note 8
).
|
|
101
|
|
|
|
Three Months Ended
(a, b, c, d)
|
||||||||||||||
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
Revenues
|
|
$
|
48,045
|
|
|
$
|
43,918
|
|
|
$
|
43,855
|
|
|
$
|
54,121
|
|
Net income
|
|
73,875
|
|
|
26,155
|
|
|
326
|
|
|
34,236
|
|
||||
Net (income) loss attributable to
noncontrolling interests |
|
(44,950
|
)
|
|
(8,237
|
)
|
|
5,786
|
|
|
(14,415
|
)
|
||||
Net income attributable to Acadia
|
|
28,925
|
|
|
17,918
|
|
|
6,112
|
|
|
19,821
|
|
||||
Earnings per share attributable to Acadia:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.24
|
|
|
$
|
0.08
|
|
|
$
|
0.24
|
|
Diluted
|
|
0.40
|
|
|
0.24
|
|
|
0.08
|
|
|
0.24
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
70,756
|
|
|
72,896
|
|
|
78,449
|
|
|
82,728
|
|
||||
Diluted
|
|
71,215
|
|
|
72,896
|
|
|
78,624
|
|
|
82,728
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per Common Share
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.41
|
|
(a)
|
The three months ended March 31, 2016 includes Fund III's
$65.4 million
gain on sale of its
65%
consolidated interest in Cortlandt Town Center of which
$49.4 million
was attributable to noncontrolling interests (
Note 2
).
|
(b)
|
The three months ended June 30, 2016 includes a
$16.6 million
gain on sale of Fund III's consolidated Heritage Shops property of which
$12.5 million
was attributable to noncontrolling interests (
Note 2
).
|
(c)
|
The three months ended June 30, 2016, September 30, 2016 and
December 31, 2016
reflect the impact of the de-consolidation of the Company's investment in the Brandywine portfolio, which was effective May 1, 2016 (
Note 4
).
|
(d)
|
The three months ended
December 31, 2016
reflect the impact of an out-of-period adjustment resulting in a net decrease to net income of
$4.2 million
, of which
$1.6 million
was attributable to noncontrolling interests (
Note 1
).
|
|
102
|
|
|
103
|
|
|
Balance at Beginning of Year
|
|
Charged to Expenses
|
|
Adjustments to Valuation Accounts
|
|
Deductions
|
|
Balance at End of Year
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for deferred tax asset
|
$
|
859
|
|
|
$
|
—
|
|
|
$
|
671
|
|
|
$
|
—
|
|
|
$
|
1,530
|
|
Allowance for uncollectible accounts
|
5,720
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
5,920
|
|
|||||
Allowance for notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for deferred tax asset
|
—
|
|
|
—
|
|
|
859
|
|
|
—
|
|
|
859
|
|
|||||
Allowance for uncollectible accounts
|
7,451
|
|
|
—
|
|
|
—
|
|
|
(1,731
|
)
|
|
5,720
|
|
|||||
Allowance for notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for deferred tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for uncollectible accounts
|
5,952
|
|
|
1,499
|
|
|
—
|
|
|
—
|
|
|
7,451
|
|
|||||
Allowance for notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
|
|
|
Initial Cost
to Company |
|
|
|
Amount at Which
Carried at December 31, 2017 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description and Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements |
|
Increase (Decrease) in Net Investments
|
|
Land
|
|
Buildings &
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of
Acquisition (a) Construction (c) |
|
|
|
Life on which Depreciation in Latest Statement of Income is Compared
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Core Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crescent Plaza Brockton, MA
|
|
—
|
|
|
1,147
|
|
|
7,425
|
|
|
3,194
|
|
|
1,147
|
|
|
10,619
|
|
|
11,766
|
|
|
7,749
|
|
|
1993
|
|
(a)
|
|
40 years
|
||||||||
New Loudon Center Latham, NY
|
|
—
|
|
|
505
|
|
|
4,161
|
|
|
14,118
|
|
|
505
|
|
|
18,279
|
|
|
18,784
|
|
|
14,486
|
|
|
1993
|
|
(a)
|
|
40 years
|
||||||||
Mark Plaza Edwardsville, PA
|
|
—
|
|
|
—
|
|
|
3,396
|
|
|
—
|
|
|
—
|
|
|
3,396
|
|
|
3,396
|
|
|
2,934
|
|
|
1993
|
|
(c)
|
|
40 years
|
||||||||
Plaza 422 Lebanon, PA
|
|
—
|
|
|
190
|
|
|
3,004
|
|
|
2,765
|
|
|
190
|
|
|
5,769
|
|
|
5,959
|
|
|
5,192
|
|
|
1993
|
|
(c)
|
|
40 years
|
||||||||
Route 6 Mall Honesdale, PA
|
|
—
|
|
|
1,664
|
|
|
—
|
|
|
12,446
|
|
|
1,664
|
|
|
12,446
|
|
|
14,110
|
|
|
9,234
|
|
|
1994
|
|
(c)
|
|
40 years
|
||||||||
Abington Towne Center Abington, PA
|
|
—
|
|
|
799
|
|
|
3,197
|
|
|
2,870
|
|
|
799
|
|
|
6,067
|
|
|
6,866
|
|
|
3,890
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Bloomfield Town Square Bloomfield Hills, MI
|
|
—
|
|
|
3,207
|
|
|
13,774
|
|
|
23,557
|
|
|
3,207
|
|
|
37,331
|
|
|
40,538
|
|
|
21,396
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Elmwood Park Shopping Center Elmwood Park, NJ
|
|
—
|
|
|
3,248
|
|
|
12,992
|
|
|
15,857
|
|
|
3,798
|
|
|
28,299
|
|
|
32,097
|
|
|
19,237
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Merrillville Plaza Hobart, IN
|
|
—
|
|
|
4,288
|
|
|
17,152
|
|
|
5,661
|
|
|
4,288
|
|
|
22,813
|
|
|
27,101
|
|
|
12,260
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Marketplace of Absecon Absecon, NJ
|
|
—
|
|
|
2,573
|
|
|
10,294
|
|
|
4,900
|
|
|
2,577
|
|
|
15,190
|
|
|
17,767
|
|
|
8,107
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
239 Greenwich Avenue Greenwich, CT
|
|
27,000
|
|
|
1,817
|
|
|
15,846
|
|
|
1,032
|
|
|
1,817
|
|
|
16,878
|
|
|
18,695
|
|
|
7,830
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Hobson West Plaza Naperville, IL
|
|
—
|
|
|
1,793
|
|
|
7,172
|
|
|
1,983
|
|
|
1,793
|
|
|
9,155
|
|
|
10,948
|
|
|
5,095
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Village Commons Shopping Center Smithtown, NY
|
|
—
|
|
|
3,229
|
|
|
12,917
|
|
|
4,265
|
|
|
3,229
|
|
|
17,182
|
|
|
20,411
|
|
|
9,389
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Town Line Plaza Rocky Hill, CT
|
|
—
|
|
|
878
|
|
|
3,510
|
|
|
7,736
|
|
|
907
|
|
|
11,217
|
|
|
12,124
|
|
|
9,062
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Branch Shopping Center Smithtown, NY
|
|
—
|
|
|
3,156
|
|
|
12,545
|
|
|
15,935
|
|
|
3,401
|
|
|
28,235
|
|
|
31,636
|
|
|
11,247
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
Methuen Shopping Center Methuen, MA
|
|
—
|
|
|
956
|
|
|
3,826
|
|
|
1,260
|
|
|
961
|
|
|
5,081
|
|
|
6,042
|
|
|
2,518
|
|
|
1998
|
|
(a)
|
|
40 years
|
||||||||
The Gateway Shopping Center South Burlington, VT
|
|
—
|
|
|
1,273
|
|
|
5,091
|
|
|
12,262
|
|
|
1,273
|
|
|
17,353
|
|
|
18,626
|
|
|
9,521
|
|
|
1999
|
|
(a)
|
|
40 years
|
||||||||
Mad River Station Dayton, OH
|
|
—
|
|
|
2,350
|
|
|
9,404
|
|
|
2,102
|
|
|
2,350
|
|
|
11,506
|
|
|
13,856
|
|
|
5,597
|
|
|
1999
|
|
(a)
|
|
40 years
|
||||||||
Pacesetter Park Shopping Center Ramapo, NY
|
|
—
|
|
|
1,475
|
|
|
5,899
|
|
|
3,602
|
|
|
1,475
|
|
|
9,501
|
|
|
10,976
|
|
|
4,976
|
|
|
1999
|
|
(a)
|
|
40 years
|
||||||||
Brandywine Holdings Wilmington, DE
|
|
26,250
|
|
|
5,063
|
|
|
15,252
|
|
|
2,495
|
|
|
5,201
|
|
|
17,609
|
|
|
22,810
|
|
|
6,796
|
|
|
2003
|
|
(a)
|
|
40 years
|
||||||||
Bartow Avenue Bronx, NY
|
|
—
|
|
|
1,691
|
|
|
5,803
|
|
|
1,184
|
|
|
1,691
|
|
|
6,987
|
|
|
8,678
|
|
|
2,958
|
|
|
2005
|
|
(c)
|
|
40 years
|
||||||||
Amboy Road Staten Island, NY
|
|
—
|
|
|
—
|
|
|
11,909
|
|
|
2,483
|
|
|
—
|
|
|
14,392
|
|
|
14,392
|
|
|
6,564
|
|
|
2005
|
|
(a)
|
|
40 years
|
||||||||
Chestnut Hill Philadelphia, PA
|
|
—
|
|
|
8,289
|
|
|
5,691
|
|
|
4,509
|
|
|
8,289
|
|
|
10,200
|
|
|
18,489
|
|
|
3,877
|
|
|
2006
|
|
(a)
|
|
40 years
|
||||||||
2914 Third Avenue Bronx, NY
|
|
—
|
|
|
11,108
|
|
|
8,038
|
|
|
4,768
|
|
|
11,855
|
|
|
12,059
|
|
|
23,914
|
|
|
2,757
|
|
|
2006
|
|
(a)
|
|
40 years
|
||||||||
West Shore Expressway Staten Island, NY
|
|
—
|
|
|
3,380
|
|
|
13,499
|
|
|
—
|
|
|
3,380
|
|
|
13,499
|
|
|
16,879
|
|
|
4,114
|
|
|
2007
|
|
(a)
|
|
40 years
|
||||||||
West 54th Street Manhattan, NY
|
|
—
|
|
|
16,699
|
|
|
18,704
|
|
|
1,236
|
|
|
16,699
|
|
|
19,940
|
|
|
36,639
|
|
|
5,480
|
|
|
2007
|
|
(a)
|
|
40 years
|
||||||||
5-7 East 17th Street Manhattan, NY
|
|
—
|
|
|
3,048
|
|
|
7,281
|
|
|
5,183
|
|
|
3,048
|
|
|
12,464
|
|
|
15,512
|
|
|
2,426
|
|
|
2008
|
|
(a)
|
|
40 years
|
||||||||
651-671 W Diversey Chicago, IL
|
|
—
|
|
|
8,576
|
|
|
17,256
|
|
|
8
|
|
|
8,576
|
|
|
17,264
|
|
|
25,840
|
|
|
2,841
|
|
|
2011
|
|
(a)
|
|
40 years
|
||||||||
15 Mercer Street New York, NY
|
|
—
|
|
|
1,887
|
|
|
2,483
|
|
|
—
|
|
|
1,887
|
|
|
2,483
|
|
|
4,370
|
|
|
404
|
|
|
2011
|
|
(a)
|
|
40 years
|
||||||||
4401 White Plains Bronx, NY
|
|
—
|
|
|
1,581
|
|
|
5,054
|
|
|
—
|
|
|
1,581
|
|
|
5,054
|
|
|
6,635
|
|
|
800
|
|
|
2011
|
|
(a)
|
|
40 years
|
||||||||
Chicago Street Retail Portfolio
|
|
—
|
|
|
17,527
|
|
|
49,501
|
|
|
5,544
|
|
|
17,565
|
|
|
55,007
|
|
|
72,572
|
|
|
11,383
|
|
|
2012
|
|
(a)
|
|
40 years
|
|
105
|
|
|
|
|
|
Initial Cost
to Company |
|
|
|
Amount at Which
Carried at December 31, 2017 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description and Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements |
|
Increase (Decrease) in Net Investments
|
|
Land
|
|
Buildings &
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of
Acquisition (a) Construction (c) |
|
|
|
Life on which Depreciation in Latest Statement of Income is Compared
|
||||||||||||||||
1520 Milwaukee Avenue Chicago, IL
|
|
—
|
|
|
2,110
|
|
|
1,306
|
|
|
2
|
|
|
2,110
|
|
|
1,308
|
|
|
3,418
|
|
|
193
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
330-340 River St Cambridge, MA
|
|
11,644
|
|
|
8,404
|
|
|
14,235
|
|
|
—
|
|
|
8,404
|
|
|
14,235
|
|
|
22,639
|
|
|
2,179
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
Rhode Island Place Shopping Center Washington, D.C.
|
|
—
|
|
|
7,458
|
|
|
15,968
|
|
|
1,708
|
|
|
7,458
|
|
|
17,676
|
|
|
25,134
|
|
|
2,709
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
930 Rush Street Chicago, IL
|
|
—
|
|
|
4,933
|
|
|
14,587
|
|
|
—
|
|
|
4,933
|
|
|
14,587
|
|
|
19,520
|
|
|
2,097
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
28 Jericho Turnpike Westbury, NY
|
|
14,402
|
|
|
6,220
|
|
|
24,416
|
|
|
—
|
|
|
6,220
|
|
|
24,416
|
|
|
30,636
|
|
|
3,575
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
181 Main Street Westport, CT
|
|
—
|
|
|
1,908
|
|
|
12,158
|
|
|
333
|
|
|
1,908
|
|
|
12,491
|
|
|
14,399
|
|
|
1,612
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
83 Spring Street Manhattan, NY
|
|
—
|
|
|
1,754
|
|
|
9,200
|
|
|
—
|
|
|
1,754
|
|
|
9,200
|
|
|
10,954
|
|
|
1,265
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
60 Orange Street Bloomfield, NJ
|
|
7,522
|
|
|
3,609
|
|
|
10,790
|
|
|
—
|
|
|
3,609
|
|
|
10,790
|
|
|
14,399
|
|
|
1,562
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
179-53 & 1801-03 Connecticut Avenue Washington, D.C.
|
|
—
|
|
|
11,690
|
|
|
10,135
|
|
|
802
|
|
|
11,690
|
|
|
10,937
|
|
|
22,627
|
|
|
1,522
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
639 West Diversey Chicago, IL
|
|
—
|
|
|
4,429
|
|
|
6,102
|
|
|
779
|
|
|
4,429
|
|
|
6,881
|
|
|
11,310
|
|
|
1,069
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
664 North Michigan Chicago, IL
|
|
40,584
|
|
|
15,240
|
|
|
65,331
|
|
|
—
|
|
|
15,240
|
|
|
65,331
|
|
|
80,571
|
|
|
7,973
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
8-12 E. Walton Chicago, IL
|
|
—
|
|
|
5,398
|
|
|
15,601
|
|
|
939
|
|
|
5,398
|
|
|
16,540
|
|
|
21,938
|
|
|
1,879
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
3200-3204 M Street Washington, DC
|
|
—
|
|
|
6,899
|
|
|
4,249
|
|
|
168
|
|
|
6,899
|
|
|
4,417
|
|
|
11,316
|
|
|
547
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
868 Broadway Manhattan, NY
|
|
—
|
|
|
3,519
|
|
|
9,247
|
|
|
5
|
|
|
3,519
|
|
|
9,252
|
|
|
12,771
|
|
|
942
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
313-315 Bowery Manhattan, NY
|
|
—
|
|
|
—
|
|
|
5,516
|
|
|
—
|
|
|
—
|
|
|
5,516
|
|
|
5,516
|
|
|
893
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
120 West Broadway Manhattan, NY
|
|
—
|
|
|
—
|
|
|
32,819
|
|
|
1,116
|
|
|
—
|
|
|
33,935
|
|
|
33,935
|
|
|
2,192
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
11 E. Walton Chicago, IL
|
|
—
|
|
|
16,744
|
|
|
28,346
|
|
|
192
|
|
|
16,744
|
|
|
28,538
|
|
|
45,282
|
|
|
2,923
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
61 Main St. Westport, CT
|
|
—
|
|
|
4,578
|
|
|
2,645
|
|
|
182
|
|
|
4,578
|
|
|
2,827
|
|
|
7,405
|
|
|
307
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
865 W. North Avenue Chicago, IL
|
|
—
|
|
|
1,893
|
|
|
11,594
|
|
|
23
|
|
|
1,893
|
|
|
11,617
|
|
|
13,510
|
|
|
1,105
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
152-154 Spring St. Manhattan, NY
|
|
—
|
|
|
8,544
|
|
|
27,001
|
|
|
—
|
|
|
8,544
|
|
|
27,001
|
|
|
35,545
|
|
|
2,509
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
2520 Flatbush Ave Brooklyn, NY
|
|
—
|
|
|
6,613
|
|
|
10,419
|
|
|
193
|
|
|
6,613
|
|
|
10,612
|
|
|
17,225
|
|
|
1,026
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
252-256 Greenwich Avenue Greenwich, CT
|
|
—
|
|
|
10,175
|
|
|
12,641
|
|
|
119
|
|
|
10,175
|
|
|
12,760
|
|
|
22,935
|
|
|
1,300
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
Bedford Green Bedford Hills, NY
|
|
—
|
|
|
12,425
|
|
|
32,730
|
|
|
1,929
|
|
|
12,425
|
|
|
34,659
|
|
|
47,084
|
|
|
3,228
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
131-135 Prince Street Manhattan, NY
|
|
—
|
|
|
—
|
|
|
57,536
|
|
|
135
|
|
|
—
|
|
|
57,671
|
|
|
57,671
|
|
|
8,969
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
Shops at Grand Ave Queens, NY
|
|
—
|
|
|
20,264
|
|
|
33,131
|
|
|
312
|
|
|
20,264
|
|
|
33,443
|
|
|
53,707
|
|
|
2,746
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
201 Needham St. Newton, MA
|
|
—
|
|
|
4,550
|
|
|
4,459
|
|
|
105
|
|
|
4,550
|
|
|
4,564
|
|
|
9,114
|
|
|
419
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
City Center San Francisco, CA
|
|
—
|
|
|
36,063
|
|
|
109,098
|
|
|
2,604
|
|
|
36,063
|
|
|
111,702
|
|
|
147,765
|
|
|
7,731
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
163 Highland Avenue Needham, MA
|
|
9,112
|
|
|
12,679
|
|
|
11,213
|
|
|
—
|
|
|
12,679
|
|
|
11,213
|
|
|
23,892
|
|
|
911
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
Roosevelt Galleria Chicago, IL
|
|
—
|
|
|
4,838
|
|
|
14,574
|
|
|
—
|
|
|
4,838
|
|
|
14,574
|
|
|
19,412
|
|
|
856
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
Route 202 Shopping Center Wilmington, DE
|
|
—
|
|
|
—
|
|
|
6,346
|
|
|
13
|
|
|
—
|
|
|
6,359
|
|
|
6,359
|
|
|
467
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
991 Madison Avenue New York, NY
|
|
—
|
|
|
—
|
|
|
76,965
|
|
|
175
|
|
|
—
|
|
|
77,140
|
|
|
77,140
|
|
|
2,749
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
165 Newbury Street Boston, MA
|
|
—
|
|
|
1,918
|
|
|
3,980
|
|
|
—
|
|
|
1,918
|
|
|
3,980
|
|
|
5,898
|
|
|
166
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Concord & Milwaukee Chicago, IL
|
|
2,802
|
|
|
2,739
|
|
|
2,746
|
|
|
—
|
|
|
2,739
|
|
|
2,746
|
|
|
5,485
|
|
|
103
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
State & Washington Chicago, IL
|
|
24,974
|
|
|
3,907
|
|
|
70,943
|
|
|
—
|
|
|
3,907
|
|
|
70,943
|
|
|
74,850
|
|
|
2,365
|
|
|
2016
|
|
(a)
|
|
40 years
|
|
106
|
|
|
|
|
|
Initial Cost
to Company |
|
|
|
Amount at Which
Carried at December 31, 2017 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description and Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements |
|
Increase (Decrease) in Net Investments
|
|
Land
|
|
Buildings &
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of
Acquisition (a) Construction (c) |
|
|
|
Life on which Depreciation in Latest Statement of Income is Compared
|
||||||||||||||||
151 N. State Street Chicago, IL
|
|
14,179
|
|
|
1,941
|
|
|
25,529
|
|
|
—
|
|
|
1,941
|
|
|
25,529
|
|
|
27,470
|
|
|
904
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
North & Kingsbury Chicago, IL
|
|
12,931
|
|
|
18,731
|
|
|
16,292
|
|
|
—
|
|
|
18,731
|
|
|
16,292
|
|
|
35,023
|
|
|
564
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Sullivan Center Chicago, IL
|
|
—
|
|
|
13,443
|
|
|
137,327
|
|
|
54
|
|
|
13,443
|
|
|
137,381
|
|
|
150,824
|
|
|
4,578
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
California & Armitage Chicago, IL
|
|
2,622
|
|
|
6,770
|
|
|
2,292
|
|
|
2
|
|
|
6,770
|
|
|
2,294
|
|
|
9,064
|
|
|
84
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
555 9th Street San Francisco, CA
|
|
60,000
|
|
|
75,591
|
|
|
73,268
|
|
|
—
|
|
|
75,591
|
|
|
73,268
|
|
|
148,859
|
|
|
2,154
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Market Square Wilmington, DE
|
|
—
|
|
|
8,100
|
|
|
31,221
|
|
|
157
|
|
|
8,100
|
|
|
31,379
|
|
|
39,479
|
|
|
75
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
Undeveloped Land
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Fund II:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
City Point
Brooklyn, NY |
|
224,820
|
|
|
—
|
|
|
100,316
|
|
|
455,125
|
|
|
—
|
|
|
555,441
|
|
|
555,441
|
|
|
13,628
|
|
|
2007
|
|
(c)
|
|
40 years
|
||||||||
Fund III:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
654 Broadway
Manhattan, NY |
|
—
|
|
|
9,040
|
|
|
3,654
|
|
|
2,883
|
|
|
9,040
|
|
|
6,537
|
|
|
15,577
|
|
|
921
|
|
|
2011
|
|
(a)
|
|
40 years
|
||||||||
640 Broadway
Manhattan, NY |
|
49,470
|
|
|
12,503
|
|
|
19,960
|
|
|
12,921
|
|
|
12,503
|
|
|
32,881
|
|
|
45,384
|
|
|
4,694
|
|
|
2012
|
|
(a)
|
|
40 years
|
||||||||
3104 M St. Washington, DC
|
|
4,419
|
|
|
750
|
|
|
2,115
|
|
|
5,139
|
|
|
750
|
|
|
7,254
|
|
|
8,004
|
|
|
283
|
|
|
2013
|
|
(c)
|
|
40 years
|
||||||||
3780-3858 Nostrand Avenue
Brooklyn, NY |
|
10,617
|
|
|
6,229
|
|
|
11,216
|
|
|
6,139
|
|
|
6,229
|
|
|
17,355
|
|
|
23,584
|
|
|
2,157
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
Fund IV:
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||||||||
210 Bowery Manhattan, NY
|
|
10,919
|
|
|
1,875
|
|
|
5,625
|
|
|
17,104
|
|
|
1,875
|
|
|
22,729
|
|
|
24,604
|
|
|
142
|
|
|
2012
|
|
(c)
|
|
40 years
|
||||||||
Paramus Plaza
Paramus, NJ |
|
18,454
|
|
|
11,052
|
|
|
7,037
|
|
|
11,560
|
|
|
11,052
|
|
|
18,597
|
|
|
29,649
|
|
|
1,739
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
Lake Montclair Center
Dumfries, VA |
|
14,098
|
|
|
7,077
|
|
|
12,028
|
|
|
702
|
|
|
7,077
|
|
|
12,730
|
|
|
19,807
|
|
|
1,482
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
938 W. North Avenue
Chicago, IL |
|
14,100
|
|
|
2,314
|
|
|
17,067
|
|
|
2,044
|
|
|
2,314
|
|
|
19,111
|
|
|
21,425
|
|
|
1,733
|
|
|
2013
|
|
(a)
|
|
40 years
|
||||||||
27 E. 61st Street Manhattan, NY
|
|
—
|
|
|
4,813
|
|
|
14,438
|
|
|
6,693
|
|
|
4,813
|
|
|
21,131
|
|
|
25,944
|
|
|
131
|
|
|
2014
|
|
(c)
|
|
40 years
|
||||||||
17 E. 71st Street
Manhattan, NY |
|
19,000
|
|
|
7,391
|
|
|
20,176
|
|
|
266
|
|
|
7,391
|
|
|
20,442
|
|
|
27,833
|
|
|
1,680
|
|
|
2014
|
|
(a)
|
|
40 years
|
||||||||
Broughton St. Portfolio Savannah, GA
|
|
24,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2014
|
|
(c)
|
|
40 years
|
||||||||
1035 Third Ave
Manhattan, NY |
|
41,387
|
|
|
12,759
|
|
|
37,431
|
|
|
4,648
|
|
|
14,099
|
|
|
40,739
|
|
|
54,838
|
|
|
2,992
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
801 Madison Avenue
Manhattan, NY |
|
—
|
|
|
4,178
|
|
|
28,470
|
|
|
4,474
|
|
|
4,178
|
|
|
32,945
|
|
|
37,123
|
|
|
206
|
|
|
2015
|
|
(c)
|
|
40 years
|
||||||||
2208-2216 Fillmore Street
San Francisco, CA |
|
5,606
|
|
|
3,027
|
|
|
6,376
|
|
|
26
|
|
|
3,027
|
|
|
6,402
|
|
|
9,429
|
|
|
348
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
146 Geary Street
San Francisco, CA |
|
27,700
|
|
|
9,500
|
|
|
28,500
|
|
|
7
|
|
|
9,500
|
|
|
28,507
|
|
|
38,007
|
|
|
1,544
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
2207 Fillmore Street
San Francisco, CA |
|
1,120
|
|
|
1,498
|
|
|
1,735
|
|
|
119
|
|
|
1,498
|
|
|
1,854
|
|
|
3,352
|
|
|
93
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
1861 Union St. San Francisco, CA
|
|
2,315
|
|
|
2,188
|
|
|
1,293
|
|
|
8
|
|
|
2,188
|
|
|
1,301
|
|
|
3,489
|
|
|
67
|
|
|
2015
|
|
(a)
|
|
40 years
|
||||||||
1964 Union Street San Francisco, CA
|
|
1,463
|
|
|
563
|
|
|
1,688
|
|
|
2,577
|
|
|
563
|
|
|
4,265
|
|
|
4,828
|
|
|
44
|
|
|
2016
|
|
(c)
|
|
40 years
|
||||||||
Restaurants at Fort Point
Boston, MA |
|
6,425
|
|
|
1,041
|
|
|
10,905
|
|
|
—
|
|
|
1,041
|
|
|
10,905
|
|
|
11,946
|
|
|
545
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Wakeforest Crossing
Wake Forest, NC |
|
24,000
|
|
|
7,570
|
|
|
24,829
|
|
|
196
|
|
|
7,570
|
|
|
25,025
|
|
|
32,595
|
|
|
989
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Airport Mall Bangor, ME
|
|
5,613
|
|
|
2,294
|
|
|
7,067
|
|
|
74
|
|
|
2,294
|
|
|
7,141
|
|
|
9,435
|
|
|
278
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Colonie Plaza Albany, NY
|
|
11,890
|
|
|
2,852
|
|
|
9,619
|
|
|
4
|
|
|
2,852
|
|
|
9,623
|
|
|
12,475
|
|
|
338
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Dauphin Plaza Harrisburg, PA
|
|
10,270
|
|
|
5,290
|
|
|
9,464
|
|
|
317
|
|
|
5,290
|
|
|
9,781
|
|
|
15,071
|
|
|
351
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
JFK Plaza Waterville, ME
|
|
4,490
|
|
|
751
|
|
|
5,991
|
|
|
7
|
|
|
751
|
|
|
5,998
|
|
|
6,749
|
|
|
222
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Mayfair Shopping Center Philadelphia, PA
|
|
—
|
|
|
6,178
|
|
|
9,266
|
|
|
32
|
|
|
6,178
|
|
|
9,298
|
|
|
15,476
|
|
|
294
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
Shaw's Plaza Waterville, ME
|
|
8,035
|
|
|
828
|
|
|
11,814
|
|
|
—
|
|
|
828
|
|
|
11,814
|
|
|
12,642
|
|
|
388
|
|
|
2016
|
|
(a)
|
|
40 years
|
|
107
|
|
|
|
|
|
Initial Cost
to Company |
|
|
|
Amount at Which
Carried at December 31, 2017 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description and Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements |
|
Increase (Decrease) in Net Investments
|
|
Land
|
|
Buildings &
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of
Acquisition (a) Construction (c) |
|
|
|
Life on which Depreciation in Latest Statement of Income is Compared
|
||||||||||||||||
Wells Plaza Wells, ME
|
|
3,368
|
|
|
1,892
|
|
|
2,585
|
|
|
—
|
|
|
1,892
|
|
|
2,585
|
|
|
4,477
|
|
|
124
|
|
|
2016
|
|
(a)
|
|
40 years
|
||||||||
717 N. Michigan Chicago, IL
|
|
18,199
|
|
|
20,674
|
|
|
10,093
|
|
|
—
|
|
|
20,674
|
|
|
10,093
|
|
|
30,767
|
|
|
270
|
|
|
2016
|
|
(c)
|
|
40 years
|
||||||||
Shaw's Plaza North Windham, ME
|
|
5,988
|
|
|
1,876
|
|
|
6,696
|
|
|
—
|
|
|
1,876
|
|
|
6,696
|
|
|
8,572
|
|
|
94
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
Lincoln Place Fairview Heights, IL
|
|
23,100
|
|
|
7,149
|
|
|
22,201
|
|
|
55
|
|
|
7,149
|
|
|
22,256
|
|
|
29,405
|
|
|
545
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
Fund V:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Plaza Santa Fe Santa Fe, NM
|
|
—
|
|
|
—
|
|
|
28,214
|
|
|
—
|
|
|
—
|
|
|
28,214
|
|
|
28,214
|
|
|
452
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
Hickory Ridge Hickory, NC
|
|
28,613
|
|
|
7,852
|
|
|
29,998
|
|
|
—
|
|
|
7,852
|
|
|
29,998
|
|
|
37,850
|
|
|
312
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
New Towne Plaza Canton, MI
|
|
—
|
|
|
5,040
|
|
|
17,391
|
|
|
1
|
|
|
5,040
|
|
|
17,392
|
|
|
22,432
|
|
|
208
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
Fairlane Green Allen Park, MI
|
|
—
|
|
|
18,121
|
|
|
37,626
|
|
|
—
|
|
|
18,121
|
|
|
37,626
|
|
|
55,747
|
|
|
—
|
|
|
2017
|
|
(a)
|
|
40 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real Estate Under Development
|
|
47,061
|
|
|
88,108
|
|
|
31,473
|
|
|
54,122
|
|
|
88,108
|
|
|
85,594
|
|
|
173,702
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Debt of Assets Held for Sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Unamortized Loan Costs
|
|
(12,943
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Unamortized Premium
|
|
856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
909,174
|
|
|
$
|
743,847
|
|
|
$
|
1,960,389
|
|
|
$
|
762,245
|
|
|
$
|
746,943
|
|
|
$
|
2,719,539
|
|
|
$
|
3,466,482
|
|
|
$
|
339,862
|
|
|
|
|
|
|
|
1.
|
Depreciation on buildings and improvements reflected in the consolidated statements of income is calculated over the estimated useful life of the assets as follows: Buildings at
40
years and improvements at the shorter of lease term or useful life.
|
2.
|
The aggregate gross cost of property included above for Federal income tax purposes was approximately
$3.4 billion
as of December 31, 2017.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
3,382,000
|
|
|
$
|
2,736,283
|
|
|
$
|
2,208,595
|
|
Other improvements
|
|
55,763
|
|
|
152,129
|
|
|
162,760
|
|
|||
Property acquisitions
|
|
179,292
|
|
|
761,400
|
|
|
418,396
|
|
|||
Property dispositions or held for sale assets
|
|
(189,895
|
)
|
|
(134,332
|
)
|
|
(66,359
|
)
|
|||
Prior year purchase price allocation adjustments
|
|
—
|
|
|
(9,844
|
)
|
|
—
|
|
|||
Deconsolidation of previously consolidated investments
|
|
—
|
|
|
(123,636
|
)
|
|
—
|
|
|||
Consolidation of previously unconsolidated investments
|
|
39,322
|
|
|
—
|
|
|
12,891
|
|
|||
Balance at end of year
|
|
$
|
3,466,482
|
|
|
$
|
3,382,000
|
|
|
$
|
2,736,283
|
|
|
108
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
287,066
|
|
|
$
|
298,703
|
|
|
$
|
256,015
|
|
Depreciation related to real estate
|
|
73,268
|
|
|
49,269
|
|
|
49,775
|
|
|||
Property dispositions
|
|
(20,472
|
)
|
|
(27,829
|
)
|
|
(7,087
|
)
|
|||
Deconsolidation of previously consolidated investments
|
|
—
|
|
|
(33,077
|
)
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
339,862
|
|
|
$
|
287,066
|
|
|
$
|
298,703
|
|
|
109
|
|
Description
|
|
Effective
Interest Rate |
|
Final Maturity Date
|
|
Face Amount of Notes Receivable
|
|
Net Carrying Amount of Notes Receivable as of December 31, 2017
|
||||
First Mortgage Loan
|
|
6.0%
|
|
6/1/2018
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
First Mortgage Loan
|
|
LIBOR + 7.1%
|
|
6/25/2018
|
|
26,000
|
|
|
26,000
|
|
||
First Mortgage Loan
|
|
8.1%
|
|
4/30/2019
|
|
153,400
|
|
|
60,695
|
|
||
Zero Coupon Loan
|
|
2.5%
|
|
5/31/2020
|
|
29,793
|
|
|
31,778
|
|
||
Mezzanine Loan
|
|
18.0%
|
|
7/1/2020
|
|
3,007
|
|
|
5,106
|
|
||
Preferred Equity
|
|
15.3%
|
|
2/3/2021
|
|
14,000
|
|
|
15,250
|
|
||
Total
|
|
|
|
|
|
$
|
241,200
|
|
|
$
|
153,829
|
|
|
Reconciliation of Loans on Real Estate
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
276,163
|
|
|
$
|
147,188
|
|
|
$
|
102,286
|
|
Additions
|
11,371
|
|
|
171,794
|
|
|
48,500
|
|
|||
Disposition of air rights through issuance of notes
|
—
|
|
|
—
|
|
|
29,539
|
|
|||
Repayments
|
(32,000
|
)
|
|
(42,819
|
)
|
|
(15,984
|
)
|
|||
Conversion to real estate through receipt of deed or through foreclosure
|
(101,705
|
)
|
|
—
|
|
|
(13,386
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(3,767
|
)
|
|||
Balance at end of year
|
$
|
153,829
|
|
|
$
|
276,163
|
|
|
$
|
147,188
|
|
|
110
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
|
111
|
|
ITEM 9B.
|
OTHER INFORMATION.
|
|
112
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
•
|
“PROPOSAL 1 — ELECTION OF TRUSTEES”
|
•
|
“MANAGEMENT”
|
•
|
“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
•
|
“ACADIA REALTY TRUST COMPENSATION COMMITTEE REPORT”
|
•
|
“COMPENSATION DISCUSSION AND ANALYSIS”
|
•
|
“BOARD OF TRUSTEES COMPENSATION”
|
•
|
“COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
|
•
|
“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”
|
•
|
“PROPOSAL 1 — ELECTION OF TRUSTEES—Trustee Independence”
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
113
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
1.
|
Financial Statements: See “
Index to Financial Statements
” at Item 8.
|
2.
|
Financial Statement Schedule: See “
Schedule II—Valuation and Qualifying Accounts
” at Item 8.
|
3.
|
Financial Statement Schedule: See “
Schedule III—Real Estate and Accumulated Depreciation
” at Item 8.
|
4.
|
Financial Statement Schedule: See “
Schedule IV—Mortgage Loans on Real Estate
” at Item 8.
|
5.
|
Exhibits: The index of exhibits below is incorporated herein by reference.
|
Exhibit No.
|
Description
|
Method of Filing
|
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 year ended December 31, 2012.
|
|
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 year ended December 31, 2012.
|
|
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 year ended December 31, 2012.
|
|
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 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.
|
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.
|
|
Amended and Restated Bylaws 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.
|
|
Amendment No. 1 to Amended and Restated Bylaws 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.
|
|
Articles Supplementary
|
Incorporated by reference to the copy therefore filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2017.
|
|
Amended and Restated Acadia Realty Trust 2006 Share Incentive Plan
(a)
|
Incorporated by reference to the copy thereof filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 5, 2012.
|
|
Certain information regarding the compensation arrangements with certain officers of registrant
|
Incorporated by reference to the copy thereof filed as to Item 5.02 of the registrant's Form 8-K filed with the SEC on February 4, 2008.
|
|
Description of Long Term Investment Alignment Program
|
Incorporated by reference to page 20 to the Company’s 2009 Annual Proxy Statement filed with the SEC April 9, 2009.
|
|
10.4
|
Registration Rights and Lock-Up Agreement (RD Capital Transaction)
|
Incorporated by reference to the copy thereof filed as Exhibit 99.1 (a) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.
|
10.5
|
Contribution and Share Purchase Agreement dated as of April 15, 1998 among Mark Centers Trust, Mark Centers Limited Partnership, the Contributing Owners and Contributing Entities named therein, RD Properties, L.P. VI, RD Properties, L.P. VIA and RD Properties, L.P. VIB
|
Incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Form 8-K filed on April 20, 1998.
|
|
114
|
|
|
115
|
|
Exhibit No.
|
Description
|
Method of Filing
|
List of Subsidiaries of Acadia Realty Trust
|
Filed herewith
|
|
Consent of Registered Public Accounting Firm to incorporation by reference its reports into Forms S-3 and Forms S-8
|
Filed herewith
|
|
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
|
Filed herewith
|
|
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
|
Filed herewith
|
|
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
|
Filed herewith
|
|
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
|
Filed herewith
|
|
99.1
|
Amended and Restated Agreement of Limited Partnership of the Operating 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.
|
Third Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership
|
Incorporated by reference to the copy thereof filed as Exhibit 99.2 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2015.
|
|
Eighth Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership
|
Incorporated by reference to the copy thereof filed as Exhibit 10.8 to the Company's Registration Statement on Form S-3 filed on March 12, 2009.
|
|
99.4
|
Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership
|
Incorporated by reference to the copy thereof filed as Exhibit 99.5 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 1997.
|
101.INS
|
XBRL Instance Document
|
Filed herewith
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith
|
101.CAL
|
XBRL Taxonomy Extension Calculation Document
|
Filed herewith
|
101.DEF
|
XBRL Taxonomy Extension Definitions Document
|
Filed herewith
|
101.LAB
|
XBRL Taxonomy Extension Labels Document
|
Filed herewith
|
101.PRE
|
XBRL Taxonomy Extension Presentation Document
|
Filed herewith
|
(a)
|
The referenced exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 (a)(3) of Form 10-K.
|
ITEM 16.
|
Form 10-K SUMMARY.
|
|
116
|
|
|
|
ACADIA REALTY TRUST
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ Kenneth F. Bernstein
|
|
|
Kenneth F. Bernstein
|
|
|
Chief Executive Officer,
|
|
|
President and Trustee
|
|
|
|
|
By:
|
/s/ John Gottfried
|
|
|
John Gottfried
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
|
By:
|
/s/ Richard Hartmann
|
|
|
Richard Hartmann
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kenneth F. Bernstein
(Kenneth F. Bernstein)
|
|
Chief Executive Officer,
President and Trustee
(Principal Executive Officer)
|
|
February 27, 2018
|
|
|
|
|
|
/s/ John Gottfried
(John Gottfried)
|
|
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Richard Hartmann
(Richard Hartmann)
|
|
Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Douglas Crocker II
(Douglas Crocker II)
|
|
Trustee
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Lorrence T. Kellar
(Lorrence T. Kellar)
|
|
Trustee
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Wendy Luscombe
(Wendy Luscombe)
|
|
Trustee
|
|
February 27, 2018
|
|
|
|
|
|
/s/ William T. Spitz
(William T. Spitz)
|
|
Trustee
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Lynn Thurber
(Lynn Thurber)
|
|
Trustee
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Lee S. Wielansky
(Lee S. Wielansky)
|
|
Trustee
|
|
February 27, 2018
|
|
|
|
|
|
/s/ C. David Zoba
(C. David Zoba)
|
|
Trustee
|
|
February 27, 2018
|
|
117
|
|
1.
|
Termination of Employment and Change in Control.
|
2.
|
Compensation Upon Termination of Employment By the Company for Cause or Voluntarily By the Senior Officer.
|
3.
|
Compensation upon Termination of Employment without Cause or by the Senior Officer for Good Reason Outside of a Change in Control.
|
(b)
|
Involuntary Termination Award Treatment.
|
4.
|
Compensation upon Termination of Employment without Cause or by the Senior Officer for Good Reason in Connection with a Change in Control.
|
(a)
|
Change in Control Severance Amount and Benefits Continuation.
|
5.
|
Compensation upon Termination of Employment due to Death or Disability.
|
(a)
|
Death or Disability Severance Amount and Benefits Continuation.
|
6.
|
Indemnification/Legal Fees.
|
7.
|
Successors and Assigns, Term.
|
8.
|
Timing of and No Duplication of Payments.
|
9.
|
Modification or Waiver.
|
10.
|
Notices.
|
11.
|
Governing Law.
|
12.
|
Base Salary; Mitigation
|
13.
|
Release Condition for Payments.
|
14.
|
Severability.
|
15.
|
Legal Representation.
|
16.
|
Counterparts.
|
17.
|
Headings.
|
18.
|
Entire Agreement.
|
19.
|
Survival of Agreements.
|
20.
|
Binding Effect.
|
21.
|
Senior Officer’s Covenants.
|
22.
|
Confidentiality.
|
23.
|
Excess Parachute Payments.
|
24.
|
Compliance with Section 409A.
|
25.
|
Prior Understandings.
|
Section
|
|
|
|
Page
|
|
|
|
|
|
Article I. DEFINITIONS AND ACCOUNTING TERMS
|
|
|
||
1.01
|
|
Defined Terms
|
|
|
1.02
|
|
Other Interpretive Provisions
|
|
|
1.03
|
|
Accounting Terms
|
|
|
1.04
|
|
Rounding
|
|
|
1.05
|
|
Times of Day; Rates
|
|
|
1.06
|
|
Letter of Credit Amounts
|
|
|
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS
|
|
|||
2.01
|
|
Committed Loans
|
|
|
2.02
|
|
Borrowings, Conversions and Continuations of Committed Loans
|
|
|
2.03
|
|
Letters of Credit
|
|
|
2.04
|
|
Swing Line Loans
|
|
|
2.05
|
|
Prepayments
|
|
|
2.06
|
|
Termination or Reduction of Commitments
|
|
|
2.07
|
|
Repayment of Loans
|
|
|
2.08
|
|
Interest
|
|
|
2.09
|
|
Fees
|
|
|
2.10
|
|
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
|
|
|
2.11
|
|
Evidence of Debt
|
|
|
2.12
|
|
Payments Generally; Administrative Agent’s Clawback
|
|
|
2.13
|
|
Sharing of Payments by Lenders
|
|
|
2.14
|
|
Extension of Maturity Date in respect of Revolving Credit Facility
|
|
|
2.15
|
|
Increase in Facilities
|
|
|
2.16
|
|
Cash Collateral
|
|
|
2.17
|
|
Defaulting Lenders
|
|
|
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
|
|
|||
3.01
|
|
Taxes
|
|
|
3.02
|
|
Illegality
|
|
|
3.03
|
|
Inability to Determine Rates
|
|
|
3.04
|
|
Increased Costs; Reserves on Eurodollar Rate Loans
|
|
|
3.05
|
|
Compensation for Losses
|
|
|
3.06
|
|
Mitigation Obligations; Replacement of Lenders
|
|
|
3.07
|
|
LIBOR Successor Rate
|
|
|
3.08
|
|
Survival
|
|
|
Article IV. CONDITIONS PRECEDENT TO Credit Extensions
|
|
|||
4.01
|
|
Conditions of Effectiveness
|
|
|
4.02
|
|
Conditions to all Credit Extensions
|
|
|
Article V. REPRESENTATIONS AND WARRANTIES
|
|
5.01
|
|
Existence, Qualification and Power
|
|
|
5.02
|
|
Authorization; No Contravention
|
|
|
5.03
|
|
Governmental Authorization; Other Consents
|
|
|
5.04
|
|
Binding Effect
|
|
|
5.05
|
|
Financial Statements; No Material Adverse Effect
|
|
|
5.06
|
|
Litigation
|
|
|
5.07
|
|
No Default
|
|
|
5.08
|
|
Ownership of Property
|
|
|
5.09
|
|
Environmental Compliance
|
|
|
5.10
|
|
Insurance
|
|
|
5.11
|
|
Taxes
|
|
|
5.12
|
|
ERISA Compliance
|
|
|
5.13
|
|
Subsidiaries; Equity Interests
|
|
|
5.14
|
|
Margin Regulations; Investment Company Act
|
|
|
5.15
|
|
Disclosure
|
|
|
5.16
|
|
Compliance with Laws
|
|
|
5.17
|
|
Taxpayer Identification Number
|
|
|
5.18
|
|
Intellectual Property; Licenses, Etc.
|
|
|
5.19
|
|
OFAC
|
|
|
5.20
|
|
Solvency
|
|
|
5.21
|
|
REIT Status; Stock Exchange Listing
|
|
|
5.22
|
|
Subsidiary Guarantors
|
|
|
5.23
|
|
Anti-Corruption Laws; Anti-Money Laundering Laws
|
|
|
5.24
|
|
EEA Financial Institution
|
|
|
Article VI. AFFIRMATIVE COVENANTS
|
|
|||
6.01
|
|
Financial Statements
|
|
|
6.02
|
|
Certificates; Other Information
|
|
|
6.03
|
|
Notices
|
|
|
6.04
|
|
Payment of Obligations
|
|
|
6.05
|
|
Preservation of Existence, Etc.
|
|
|
6.06
|
|
Maintenance of Properties
|
|
|
6.07
|
|
Maintenance of Insurance
|
|
|
6.08
|
|
Compliance with Laws
|
|
|
6.09
|
|
Books and Records
|
|
|
6.10
|
|
Inspection Rights
|
|
|
6.11
|
|
Use of Proceeds
|
|
|
6.12
|
|
Additional Guarantors
|
|
|
6.13
|
|
Compliance with Environmental Laws
|
|
|
6.14
|
|
Further Assurances
|
|
|
6.15
|
|
Maintenance of REIT Status; Stock Exchange Listing
|
|
|
6.16
|
|
Material Contracts
|
|
|
6.17
|
|
Preparation of Environmental Reports
|
|
|
6.18
|
|
Minimum Amount and Occupancy of Unencumbered Properties
|
|
6.19
|
|
Compliance with Terms of Leases
|
|
|
Article VII. NEGATIVE COVENANTS
|
|
|||
7.01
|
|
Liens
|
|
|
7.02
|
|
Investments
|
|
|
7.03
|
|
Indebtedness
|
|
|
7.04
|
|
Fundamental Changes
|
|
|
7.05
|
|
Dispositions
|
|
|
7.06
|
|
Restricted Payments
|
|
|
7.07
|
|
Change in Nature of Business
|
|
|
7.08
|
|
Transactions with Affiliates
|
|
|
7.09
|
|
Burdensome Agreements
|
|
|
7.10
|
|
Use of Proceeds
|
|
|
7.11
|
|
Financial Covenants
|
|
|
7.12
|
|
Accounting Changes
|
|
|
7.13
|
|
Amendments of Organization Documents
|
|
|
7.14
|
|
Sanctions
|
|
|
7.15
|
|
Subsidiaries of REIT
|
|
|
7.16
|
|
Anti-Corruption Laws; Anti-Money Laundering Laws
|
|
|
Article VIII. EVENTS OF DEFAULT AND REMEDIES
|
|
|||
8.01
|
|
Events of Default
|
|
|
8.02
|
|
Remedies Upon Event of Default
|
|
|
8.03
|
|
Application of Funds
|
|
|
Article IX. ADMINISTRATIVE AGENT
|
|
|||
9.01
|
|
Appointment and Authority
|
|
|
9.02
|
|
Rights as a Lender
|
|
|
9.03
|
|
Exculpatory Provisions
|
|
|
9.04
|
|
Reliance by Administrative Agent
|
|
|
9.05
|
|
Delegation of Duties
|
|
|
9.06
|
|
Resignation of Administrative Agent
|
|
|
9.07
|
|
Non-Reliance on Administrative Agent and Other Lenders
|
|
|
9.08
|
|
No Other Duties, Etc.
|
|
|
9.09
|
|
Administrative Agent May File Proofs of Claim
|
|
|
9.10
|
|
Guaranty Matters
|
|
|
9.11
|
|
Lender Representations Regarding ERISA
|
|
|
Article X. CONTINUING GUARANTY
|
|
|||
10.01
|
|
Guaranty
|
|
|
10.02
|
|
Rights of Lenders
|
|
|
10.03
|
|
Certain Waivers
|
|
|
10.04
|
|
Obligations Independent
|
|
|
10.05
|
|
Subrogation
|
|
|
10.06
|
|
Termination; Reinstatement
|
|
|
10.07
|
|
Subordination
|
|
|
10.08
|
|
Stay of Acceleration
|
|
10.09
|
|
Condition of the Borrower
|
|
|
10.10
|
|
Limitations on Enforcement
|
|
|
10.11
|
|
Contribution
|
|
|
10.12
|
|
Release of Subsidiary Guarantors
|
|
|
Article XI. MISCELLANEOUS
|
|
|||
11.01
|
|
Amendments, Etc.
|
|
|
11.02
|
|
Notices; Effectiveness; Electronic Communication
|
|
|
11.03
|
|
No Waiver; Cumulative Remedies; Enforcement
|
|
|
11.04
|
|
Expenses; Indemnity; Damage Waiver
|
|
|
11.05
|
|
Payments Set Aside
|
|
|
11.06
|
|
Successors and Assigns
|
|
|
11.07
|
|
Treatment of Certain Information; Confidentiality
|
|
|
11.08
|
|
Right of Setoff
|
|
|
11.09
|
|
Interest Rate Limitation
|
|
|
11.10
|
|
Counterparts; Integration; Effectiveness
|
|
|
11.11
|
|
Survival of Representations and Warranties
|
|
|
11.12
|
|
Severability
|
|
|
11.13
|
|
Replacement of Lenders
|
|
|
11.14
|
|
Governing Law; Jurisdiction; Etc.
|
|
|
11.15
|
|
Waiver of Jury Trial
|
|
|
11.16
|
|
No Advisory or Fiduciary Responsibility
|
|
|
11.17
|
|
Electronic Execution of Assignments and Certain Other Documents
|
|
|
11.18
|
|
USA PATRIOT Act
|
|
|
11.19
|
|
Authorized Persons and Authorized Signers
|
|
|
11.20
|
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
|
|
11.21
|
|
No Novation
|
|
|
|
|
|
|
|
SCHEDULES
|
|
|
||
1.01(A)
|
|
Excluded Debt Properties
|
|
|
1.01(B)
|
|
Existing Letters of Credit
|
|
Omitted
|
2.01
|
|
Commitments, Applicable Percentages and Sublimits
|
|
|
5.05
|
|
Supplement to Interim Financial Statements
|
|
Omitted
|
5.13
|
|
Subsidiaries; Jurisdiction of Incorporation/Organization and Principal
Place of Business
|
|
Omitted
|
11.02
|
|
Administrative Agent’s Office; Certain Addresses for Notices; Taxpayer
Identification Numbers
|
|
Omitted
|
|
|
|
|
|
EXHIBITS
|
|
|
||
Form of
|
|
|
|
|
A
|
|
Committed Loan Notice
|
|
|
B
|
|
Swing Line Loan Notice
|
|
|
C-1
|
|
Revolving Credit Note
|
|
|
C-2
|
|
Term Note
|
|
D
|
|
Compliance Certificate
|
|
|
E-1
|
|
Assignment and Assumption
|
|
|
E-2
|
|
Administrative Questionnaire
|
|
Omitted
|
F
|
|
[Reserved]
|
|
Omitted
|
G
|
|
Joinder Agreement
|
|
|
H
|
|
U.S. Tax Compliance Certificates
|
|
|
I
|
|
Solvency Certificate
|
|
|
J
|
|
Borrower’s Instruction Certificate
|
|
Omitted
|
K
|
|
Borrower Remittance Instructions
|
|
Omitted
|
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
|
By:
|
Acadia Pacesetter LLC, its
General Partner
|
By:
|
Acadia Elmwood Park LLC, its
General Partner
|
By:
|
Acadia Heathcote LLC, its
General Partner
|
Property
|
Address
|
Owner
|
Brandywine Town Center
|
1000-3300, 3000-3090, 5100-5371 Brandywine Parkway
Wilmington, DE 19803
|
Acadia Town Center Holdco LLC and MG Town Center Holdco LLC
|
Brandywine Town Center
|
2001-6200 Brandywine Parkway
Wilmington, DE 19803
|
Acadia Brandywine Holdings, LLC
|
Lender
|
Revolving Credit Commitment
|
Applicable Percentage (Revolving Credit Facility)
|
Term
Commitment
|
Applicable Percentage
(Term Facility)
|
Letter of Credit Sublimit
|
Swing Line Sublimit
|
Bank of America, N.A.
|
$42,000,000.00
|
28.000000000%
|
$98,000,000.00
|
28.000000000%
|
$20,000,000.00
|
$15,000,000.00
|
PNC Bank, National Association
|
$37,500,000.00
|
25.000000000%
|
$87,500,000.00
|
25.000000000%
|
$20,000,000.00
|
$0.00
|
Wells Fargo Bank, National Association
|
$37,500,000.00
|
25.000000000%
|
$87,500,000.00
|
25.000000000%
|
$20,000,000.00
|
$0.00
|
TD Bank, N.A.
|
$18,000,000.00
|
12.000000000%
|
$42,000,000.00
|
12.000000000%
|
$0.00
|
$0.00
|
SunTrust Bank
|
$15,000,000.00
|
10.000000000%
|
$35,000,000.00
|
10.000000000%
|
$0.00
|
$0.00
|
|
|
|
|
|
|
|
Total
|
$150,000,000.00
|
100.000000000%
|
$350,000,000.00
|
100.000000000%
|
$60,000,000.00
|
$15,000,000.00
|
To:
|
Bank of America, N.A., as Administrative Agent
|
By:
|
ACADIA REALTY TRUST, its General Partner
|
To:
|
Bank of America, N.A., as Swing Line Lender
|
By:
|
ACADIA REALTY TRUST, its General Partner
|
By:
|
ACADIA REALTY TRUST, its General Partner
|
Date
|
|
Type of Loan Made
|
|
Amount of Loan Made
|
|
End of Interest Period
|
|
Amount of Principal or Interest Paid This Date
|
|
Outstanding Principal Balance This Date
|
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
ACADIA REALTY TRUST, its General Partner
|
Date
|
|
Type of Loan Made
|
|
Amount of Loan Made
|
|
End of Interest Period
|
|
Amount of Principal or Interest Paid This Date
|
|
Outstanding Principal Balance This Date
|
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To:
|
Bank of America, N.A., as Administrative Agent
|
2.
|
Assignee[s]
:
______________________________
|
4.
|
Administrative Agent
: Bank of America, N.A., as the administrative agent under the Credit Agreement
|
5.
|
Credit Agreement
:
Amended and Restated Credit Agreement, dated as of February 20, 2018, among Acadia Realty Limited Partnership, a Delaware limited partnership (the “
Borrower
”), Acadia Realty Trust, a Maryland real estate investment trust and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, the Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender
|
Assignor[s]
List each Assignor, as appropriate.
|
Assignee[s]
List each Assignee and, if available, its market entity identifier, as appropriate.
|
Facility Assigned
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.)
|
Aggregate
Amount of
Commitment
for all Lenders
Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
|
Amount of
Commitment
Assigned
|
Percentage
Assigned of
Commitmen
t Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
|
|
|
|
|
|
|
|
|
|
$________________
|
$_________
|
____________%
|
|
|
|
$________________
|
$_________
|
____________%
|
|
|
|
$________________
|
$_________
|
____________%
|
[NAME OF LENDER]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF PARTICIPANT]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF PARTICIPANT]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF LENDER]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
|
|
|
Acadia Realty Trust
|
|
MD
|
Acadia Realty Limited Partnership
|
|
DE
|
ARLP GS LLC
|
|
DE
|
|
|
|
100 Bull LLC
|
|
DE
|
102 EB LLC
|
|
DE
|
110 UP NY LLC
|
|
DE
|
1035 Third Avenue LLC
|
|
DE
|
11 East Walton LLC
|
|
DE
|
120 West Broadway LLC
|
|
DE
|
120 West Broadway Lender LLC
|
|
DE
|
131-135 Prince Street LLC
|
|
DE
|
135 East 65
th
Street Lender LLC
|
|
DE
|
146 Geary LLC
|
|
DE
|
146 Geary Member LLC
|
|
DE
|
151 North State Owner LLC
|
|
DE
|
152-154 Spring Street Lender LLC
|
|
DE
|
152-154 Spring Street Retail LLC
|
|
DE
|
163 Highland Owner LLC
|
|
DE
|
165 Newbury Street Owner LLC
|
|
DE
|
17 East 71 Street LLC
|
|
DE
|
182-186 Spring Street Lender LLC
|
|
DE
|
188 Spring Street Lender LLC
|
|
DE
|
201 Needham Street Owner LLC
|
|
DE
|
201 WB LLC
|
|
DE
|
210 Bowery LLC
|
|
DE
|
210 Bowery Owners LLC
|
|
DE
|
210 Bowery Residential Owners LLC
|
|
DE
|
2207 Fillmore Member LLC
|
|
DE
|
2208-2216 Fillmore Member LLC
|
|
DE
|
230/240 WB LLC
|
|
DE
|
239 Greenwich Associates Limited Partnership
|
|
CT
|
2520 Flatbush Avenue LLC
|
|
DE
|
252-264 Greenwich Avenue Retail LLC
|
|
DE
|
2675 City Center Partner LLC
|
|
DE
|
2675 Geary Boulevard LP
|
|
DE
|
27 East 61
st
Street LLC
|
|
DE
|
300 WB LLC
|
|
DE
|
313-315 Bowery LLC
|
|
DE
|
313-315 Bowery Lender LLC
|
|
DE
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
55-57 Spring Street Lender LLC
|
|
DE
|
61 Main Street Owner LLC
|
|
DE
|
640 Broadway Lender LLC
|
|
DE
|
640 Broadway Member LLC
|
|
DE
|
640 Broadway Owners LLC
|
|
DE
|
640 Broadway Owners Subsidiary I LLC
|
|
DE
|
640 Broadway Owners Subsidiary II LLC
|
|
DE
|
717 N Michigan Ave Owner LLC
|
|
DE
|
717 N Michigan Ave Owner Subsidiary LLC
|
|
DE
|
801 Madison Avenue Owner LLC
|
|
DE
|
865 West North Avenue LLC
|
|
DE
|
868 Broadway LLC
|
|
DE
|
900 W Randolph Lender LLC
|
|
DE
|
900 W Randolph Preferred Member LLC
|
|
DE
|
938 W. North Avenue, LLC
|
|
DE
|
960 Broadway LLC
|
|
DE
|
991 Madison Ave LLC
|
|
DE
|
1100 N. State Lender LLC
|
|
DE
|
1151 Third Avenue LLC
|
|
DE
|
1861 Union Member LLC
|
|
DE
|
1964 Union Member LLC
|
|
DE
|
3177 East Main LLC
|
|
DE
|
3200 M Street Lender LLC
|
|
DE
|
430 Broome Street Lender LLC
|
|
DE
|
555 9
th
Street LP
|
|
DE
|
555 9
th
Street Partner LLC
|
|
DE
|
8-12 East Walton LLC
|
|
DE
|
840 North Michigan Avenue Acquisition LLC
|
|
DE
|
A/L 3200 M Street LLC
|
|
DE
|
ABR Amboy Road LLC
|
|
DE
|
ABS Investor LLC
|
|
DE
|
ABS Preferred Equity Member LLC
|
|
DE
|
Acadia 152-154 Spring Street Retail LLC
|
|
DE
|
Acadia 1520 Milwaukee Avenue LLC
|
|
DE
|
Acadia 161ST Street LLC
|
|
DE
|
Acadia 181 Main Street LLC
|
|
DE
|
Acadia 216TH Street LLC
|
|
DE
|
Acadia 239 Greenwich Avenue, LLC
|
|
DE
|
Acadia 938 W. North Avenue LLC
|
|
DE
|
Acadia 28 Jericho Turnpike LLC
|
|
DE
|
Acadia 2914 Third Avenue LLC
|
|
DE
|
Acadia 3104 M Street Lender LLC
|
|
DE
|
Acadia 3104 M Street LLC
|
|
DE
|
Acadia 3200 M Street LLC
|
|
DE
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Acadia 330 River Street LLC
|
|
DE
|
Acadia 3780-3858 Nostrand Avenue LLC
|
|
DE
|
Acadia 4401 White Plains Road LLC
|
|
DE
|
Acadia 56 East Walton LLC
|
|
DE
|
Acadia 5-7 East 17
th
Street LLC
|
|
DE
|
Acadia 639 West Diversey LLC
|
|
DE
|
Acadia 654 Broadway LLC
|
|
DE
|
Acadia 654 Broadway Member LLC
|
|
DE
|
Acadia 83 Spring Street LLC
|
|
DE
|
Acadia Absecon LLC
|
|
DE
|
Acadia Albee LLC
|
|
DE
|
Acadia Albertsons Investors LLC
|
|
DE
|
Acadia Bartow Avenue, LLC
|
|
DE
|
Acadia Bloomfield NJ LLC
|
|
DE
|
Acadia Brandywine Holdings, LLC
|
|
DE
|
Acadia Brentwood LLC
|
|
DE
|
Acadia Cambridge LLC
|
|
DE
|
Acadia Canarsie LLC
|
|
DE
|
Acadia Chestnut LLC
|
|
DE
|
Acadia Chicago LLC
|
|
DE
|
Acadia Clark-Diversey LLC
|
|
DE
|
Acadia Connecticut Avenue LLC
|
|
DE
|
Acadia Cortlandt Crossing LLC
|
|
DE
|
Acadia Cortlandt LLC
|
|
DE
|
Acadia Crescent Plaza LLC
|
|
DE
|
Acadia Crossroads, LLC
|
|
DE
|
Acadia Cub Foods Investors LLC
|
|
DE
|
Acadia D.R. Management LLC
|
|
DE
|
Acadia Elmwood Park LLC
|
|
DE
|
Acadia Fund IV Investments LLC
|
|
DE
|
Acadia Gold Coast LLC
|
|
DE
|
Acadia Gotham Member LLC
|
|
DE
|
Acadia Heathcote LLC
|
|
DE
|
Acadia Hobson LLC
|
|
DE
|
Acadia L.U.F. LLC
|
|
DE
|
Acadia Lincoln Road LLC
|
|
DE
|
Acadia Mad River Property LLC
|
|
DE
|
Acadia Marcus Avenue LLC
|
|
DE
|
Acadia Mark Plaza LLC
|
|
DE
|
Acadia Market Square, LLC
|
|
DE
|
Acadia MCB Holding Company II LLC
|
|
DE
|
Acadia MCB Holding Company LLC
|
|
DE
|
Acadia Mercer Street LLC
|
|
DE
|
Acadia Merrillville LLC
|
|
DE
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Acadia Merrillville Realty, L.P.
|
|
IN
|
Acadia Mervyn I, LLC
|
|
DE
|
Acadia Mervyn II, LLC
|
|
DE
|
Acadia Mervyn Investors I, LLC
|
|
DE
|
Acadia Mervyn Investors II, LLC
|
|
DE
|
Acadia Naamans Road LLC
|
|
DE
|
Acadia New Loudon, LLC
|
|
DE
|
Acadia North Michigan Avenue LLC
|
|
DE
|
Acadia Nostrand Avenue LLC
|
|
DE
|
Acadia Pacesetter LLC
|
|
DE
|
Acadia Paramus Plaza LLC
|
|
DE
|
Acadia Pelham Manor LLC
|
|
DE
|
Acadia Property Holdings, LLC
|
|
DE
|
Acadia Realty Acquisition I, LLC
|
|
DE
|
Acadia Realty Acquisition II, LLC
|
|
DE
|
Acadia Realty Acquisition III LLC
|
|
DE
|
Acadia Realty Acquisition IV LLC
|
|
DE
|
Acadia Realty Acquisition V LLC
|
|
DE
|
Acadia Republic Farmingdale LLC
|
|
DE
|
Acadia Rex LLC
|
|
DE
|
Acadia Rush Walton LLC
|
|
DE
|
Acadia Second City 1521 West Belmont LLC
|
|
DE
|
Acadia Second City 2206-08 North Halsted LLC
|
|
DE
|
Acadia Second City 2633 North Halsted LLC
|
|
DE
|
Acadia Second City 843-45 West Armitage LLC
|
|
DE
|
Acadia Self Storage Management Company LLC
|
|
DE
|
Acadia Self Storage Management Investment Company LLC
|
|
DE
|
Acadia Sherman Avenue LLC
|
|
DE
|
Acadia Shopko Investors LLC
|
|
DE
|
Acadia SP Investor LLC
|
|
DE
|
Acadia Strategic Opportunity Fund II, LLC
|
|
DE
|
Acadia Strategic Opportunity Fund III LLC
|
|
DE
|
Acadia Strategic Opportunity Fund III Special Member LLC
|
|
DE
|
Acadia Strategic Opportunity Fund IV LLC
|
|
DE
|
Acadia Strategic Opportunity Fund IV Promote Member LLC
|
|
DE
|
Acadia Strategic Opportunity Fund IV Special Member LLC
|
|
DE
|
Acadia Strategic Opportunity Fund V LLC
|
|
DE
|
Acadia Strategic Opportunity Fund V Promote Member LLC
|
|
DE
|
Acadia Strategic Opportunity Fund V Special Member LLC
|
|
DE
|
Acadia Town Center Holdco LLC
|
|
DE
|
Acadia Town Line, LLC
|
|
CT
|
Acadia Urban Development LLC
|
|
DE
|
Acadia West 54
th
Street LLC
|
|
DE
|
Acadia West Diversey LLC
|
|
DE
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Acadia West Shore Expressway LLC
|
|
DE
|
Acadia-Washington Square Albee LLC
|
|
DE
|
ACF Paramus Plaza LLC
|
|
DE
|
ACRS II LLC
|
|
DE
|
ACRS, Inc.
|
|
DE
|
Airport Mall Owner LLC
|
|
DE
|
A-K JV I LLC
|
|
DE
|
Albee Development LLC
|
|
DE
|
Albee Food LLC
|
|
DE
|
Albee Phase 3 Development LLC
|
|
DE
|
Albee Retail 21 Development LLC
|
|
DE
|
Albee Retail Development LLC
|
|
DE
|
Albee Tower I Management LLC
|
|
DE
|
Albee Tower I Member LLC
|
|
DE
|
Albee Tower I Owners LLC
|
|
NY
|
A-MCB Arundel Funding LLC
|
|
MD
|
A-MCB Arundel LLC
|
|
MD
|
A-MCB Arundel II LLC
|
|
MD
|
AMCB BB Woodlawn LLC
|
|
MD
|
AMCB Bloomfield LLC
|
|
DE
|
AMCB Eden Square LLC
|
|
DE
|
AMCB Kennedy LLC
|
|
DE
|
AMCB Manassas Promenade LLC
|
|
DE
|
AMCB Perring LLC
|
|
MD
|
AMCB Rhode Island Mall Owner LLC
|
|
DE
|
AP Fillmore LLC
|
|
DE
|
AP Fillmore II LLC
|
|
DE
|
AP Union I LLC
|
|
DE
|
AP Union II LLC
|
|
DE
|
ARA IV Class A Member LLC
|
|
DE
|
Aspen Cove Apartments, LLC
|
|
NY
|
Bedford Green LLC
|
|
DE
|
Brandywine Town Center Maintenance Corporation
|
|
DE
|
Brandywine Town Center/Market Square Lender LLC
|
|
DE
|
Broughton Street Partners Company LLC
|
|
DE
|
Broughton Street Partners Company II LLC
|
|
DE
|
California & Armitage Main Owner LLC
|
|
DE
|
California & Armitage Outparcel Owner LLC
|
|
DE
|
Canarsie Plaza LLC
|
|
DE
|
City Point 21 Development LLC
|
|
DE
|
City Point Retail Development LLC
|
|
DE
|
Colonie Plaza Owner LLC
|
|
DE
|
Concord & Milwaukee Owner LLC
|
|
DE
|
Cortlandt Crossing Sewage Works Corporation
|
|
NY
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Cortlandt Town Center LLC
|
|
DE
|
Cortlandt Town Center Member LLC
|
|
DE
|
Crossing Release Parcel Owner LLC
|
|
DE
|
Crossroads II
|
|
|
Crossroads II, LLC
|
|
DE
|
Crossroads Joint Venture
|
|
|
Crossroads Joint Venture, LLC
|
|
DE
|
Dauphin Plaza Member LLC
|
|
DE
|
Dauphin Plaza Owner LLC
|
|
DE
|
Dekalb Market Hall LLC
|
|
DE
|
Fairlane Green Condo Manager LLC
|
|
DE
|
Fairlane Green Owner LLC
|
|
DE
|
GDC Beechwood, LLC
|
|
NY
|
GDC SMG, LLC
|
|
NY
|
GT Metro Portfolio Member LLC
|
|
DE
|
Heathcote Associates, L.P.
|
|
NY
|
Hickory Ridge Owner LLC
|
|
DE
|
JP Waterville Owner LLC
|
|
DE
|
Lake Montclair-Dumfries, VA LLC
|
|
DE
|
Lincoln Place SC Owner LLC
|
|
DE
|
Lincoln Road III LLC
|
|
FL
|
Mark Plaza Fifty L.P.
|
|
PA
|
Mark Twelve Associates, L.P.
|
|
PA
|
Mayfair Center Owner LLC
|
|
DE
|
MCB Bloomfield LLC
|
|
NJ
|
Miami Beach Lincoln, LLC
|
|
|
New Towne Center Owner LLC
|
|
DE
|
North & Kingsbury Owner LLC
|
|
DE
|
Pacesetter/Ramapo Associates
|
|
NY
|
Plaza Santa Fe Owner LLC
|
|
DE
|
RD Abington Associates Limited Partnership
|
|
DE
|
RD Absecon Associates, L.P.
|
|
DE
|
RD Bloomfield Associates Limited Partnership
|
|
DE
|
RD Branch Associates L.P.
|
|
NY
|
RD Elmwood Associates, L.P.
|
|
DE
|
RD Hobson Associates, L.P.
|
|
DE
|
RD Methuen Associates Limited Partnership
|
|
MA
|
RD Smithtown, LLC
|
|
NY
|
Restaurants at Fort Point LLC
|
|
DE
|
RIM Lender LLC
|
|
DE
|
RIM Member LLC
|
|
DE
|
Roosevelt Galleria LLC
|
|
DE
|
SC Retail Owner LLC
|
|
DE
|
Self Storage Management LLC
|
|
DE
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Shops At Grand Avenue LLC
|
|
DE
|
SMG Celebration, LLC
|
|
NY
|
SP Waterville Owner LLC
|
|
DE
|
SP Windham Owner LLC
|
|
DE
|
State & Washington Owner LLC
|
|
DE
|
Storage Post Holdings LLC
|
|
DE
|
The Crossings Investor LLC
|
|
DE
|
Trussville Promenade I Owner LLC
|
|
DE
|
Trussville Promenade II Owner LLC
|
|
DE
|
Wake Forest Crossing Owner LLC
|
|
DE
|
Wells Plaza Owner LLC
|
|
DE
|
1.
|
I have reviewed this
Annual Report on Form 10-K
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.
|
1.
|
I have reviewed this
Annual Report on Form 10-K
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.
|
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.
|
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.
|