UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2022 |
Acadia Realty Trust
(Exact name of Registrant as Specified in Its Charter)
Maryland |
001-12002 |
23-2715194 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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411 Theodore Fremd Avenue Suite 300 |
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Rye, New York |
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10580 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 914 2883100 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common shares of beneficial interest, |
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AKR |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(a) On February 14, 2022, the management and the audit committee of the board of trustees (the “Audit Committee”) of Acadia Realty Trust (the “Company”), in consultation with BDO USA LLP (“BDO”), the Company’s independent registered public accounting firm, determined that the Company’s previously issued financial statements and the audit reports thereon, as of and for the years ended December 31, 2020 and 2019, and as of and for each of the quarterly periods ended March 31, 2021 and 2020, June 30, 2021 and 2020, September 30, 2021 and 2020, and December 31, 2020 (collectively, the “Prior Period Financial Statements”), should no longer be relied upon due to an error in accounting treatment at the time of formation related to the improper consolidation of two Fund investments that are less-than-wholly-owned through the Company's opportunity funds (the "Fund Investments"). These two Fund Investments, which were formed in 2012 and 2013, will be adjusted from consolidated investments to investments in unconsolidated affiliates. Management and the Audit Committee have determined that these accounting changes will require a restatement of the Prior Period Financial Statements.
As part of the Company’s normal annual reporting process prior to releasing its 2021 fourth quarter and year-to-date December 31, 2021 results and prior to completion of the related audit, the Company and BDO identified the restatement items described in more detail below. The Company has since reevaluated its accounting and determined that it needs to correct the previous accounting for such items. The restatement:
The Company’s internal review is ongoing and the Company may identify further errors. There can be no assurance that the actual effects of the error corrections will be only as described above.
The Company expects that its Annual Report on Form 10-K for the year ended December 31, 2021 will disclose a material weakness in its internal controls over financial reporting due to the restatement items discussed above. As such, BDO’s report on the Company’s internal control over financial reporting as of December 31, 2020 should no longer be relied upon. The changes that will be recorded did not result from any override of controls or misconduct, and BDO has not informed the Audit Committee of any issues related to an override of controls or misconduct.
The Company expects to restate its financial statements as of and for the years ended December 31, 2020 and 2019 and for each of the
quarterly periods ended March 31, 2021 and 2020, June 30, 2021 and 2020, September 30, 2021 and 2020 and December 31, 2020 (collectively, the “Restated Financial Statements”), in its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”). The Company is working diligently with BDO to finalize the Restated Financial Statements and aims to file its 2021 10-K, including the Restated Financial Statements, within the filing deadline, as extended for the current circumstances under applicable rules of the Securities and Exchange Commission (the "SEC").
Management and the Audit Committee have discussed with BDO the matters disclosed in this Item 4.02(a).
Item 7.01. Regulation FD Disclosure.
Set forth in Exhibit 99.1 is certain unaudited financial information as of and for the quarters and year-to-date periods ended March 31, 2021, June 30, 2021, September 31, 2021 and December 31, 2020, and unaudited restated balance sheet as of December 31, 2020, restated as further described under Item 4.02.
The information included in this Item 7.01, including the information included in Exhibit 99.1 attached hereto, is intended to be “furnished” pursuant to Item 7.01, and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, or otherwise subject to the liabilities of Sections 11 and 12(a)(2) of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements regarding the nature and extent of the accounting errors discussed above, and the expected impact of the restatement on the Company’s prior and future financial statements, financial position and results of operation. These forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risks related to additional information that may arise prior to the filing of the Restated Financial Statements; the timing and ultimate conclusions of BDO regarding the audit of the Company’s financial statements, and the completion and filing of the 2021 10-K taking longer than expected. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings and reports with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2020, and supplemented by other filings and reports that are filed by the Company from time to time with the SEC. The Company disclaims any obligation to update forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits |
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Exhibit Number |
Description |
Unaudited restated results of operations, restated funds from operations, and restated net operating income as of and for the quarters and year to date periods ended March 31, 2021, June 30, 2021, September 31, 2021 and December 31, 2020; and unaudited restated balance sheet as of December 31, 2020 |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Acadia Realty Trust |
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Date: |
February 15, 2022 |
By: |
/s/ John Gottfried |
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John Gottfried |
Exhibit 99.1
The following unaudited tables illustrate the adjustments to the financial tables previously reported in the Company's first quarter 2021, second quarter 2021, third quarter 2021 and fourth quarter 2020 earnings releases, some of from which the restated amounts will be presented in the Company's fourth quarter 2021 earnings release or supplemental report (amounts in thousands, except per share data):
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Three Months Ended December 31, 2020 |
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Year Ended December 31, 2020 |
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Statements of Operations ($ in thousands) |
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As Previously Reported |
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Adjustments |
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As Restated |
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As Previously Reported |
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Adjustments |
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As Restated |
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Revenues |
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|
|
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|
|
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Rental income |
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$ |
67,606 |
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|
$ |
(1,134 |
) |
(a) |
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$ |
66,472 |
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$ |
251,002 |
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$ |
(4,570 |
) |
(a) |
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$ |
246,432 |
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Other |
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1,404 |
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6 |
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(a) |
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1,410 |
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4,482 |
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(6 |
) |
(a) |
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4,476 |
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Total revenues |
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69,010 |
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(1,128 |
) |
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67,882 |
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255,484 |
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(4,576 |
) |
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250,908 |
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Operating expenses |
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|
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Depreciation and amortization |
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48,166 |
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(722 |
) |
(a) |
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47,444 |
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149,793 |
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(2,564 |
) |
(a,b) |
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147,229 |
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General and administrative |
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9,640 |
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30 |
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(a) |
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9,670 |
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36,055 |
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(257 |
) |
(a) |
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35,798 |
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Real estate taxes |
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11,672 |
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(263 |
) |
(a) |
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11,409 |
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43,505 |
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(1,028 |
) |
(a) |
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42,477 |
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Property operating |
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14,910 |
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(306 |
) |
(a) |
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14,604 |
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56,595 |
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(1,044 |
) |
(a) |
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55,551 |
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Impairment charges |
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34,049 |
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— |
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34,049 |
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85,598 |
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— |
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85,598 |
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Total operating expenses |
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118,437 |
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(1,261 |
) |
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117,176 |
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371,546 |
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(4,893 |
) |
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366,653 |
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|
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|
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|
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|
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Gain on disposition of properties |
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174 |
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— |
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174 |
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|
683 |
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— |
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|
683 |
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Operating (loss) income |
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(49,253 |
) |
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|
133 |
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(49,120 |
) |
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(115,379 |
) |
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317 |
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|
|
|
(115,062 |
) |
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Equity in (losses) earnings of unconsolidated affiliates |
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(1,082 |
) |
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(421 |
) |
(a) |
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(1,503 |
) |
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(1,237 |
) |
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(1,820 |
) |
(a) |
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(3,057 |
) |
Interest and other income |
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1,823 |
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— |
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1,823 |
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8,979 |
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— |
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8,979 |
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Realized and unrealized holding gains on investments and other |
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34,595 |
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(568 |
) |
(b) |
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34,027 |
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|
113,930 |
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(568 |
) |
(b) |
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|
113,362 |
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Interest expense |
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|
(17,687 |
) |
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|
569 |
|
(a) |
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(17,118 |
) |
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(72,060 |
) |
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|
2,479 |
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(a) |
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(69,581 |
) |
(Loss) income from continuing operations before income taxes |
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|
(31,604 |
) |
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|
(287 |
) |
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|
|
(31,891 |
) |
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(65,767 |
) |
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|
408 |
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|
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(65,359 |
) |
Income tax (provision) benefit |
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|
(1,012 |
) |
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— |
|
|
|
|
(1,012 |
) |
|
|
(271 |
) |
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2 |
|
(a) |
|
|
(269 |
) |
Net (loss) income |
|
|
(32,616 |
) |
|
|
(287 |
) |
|
|
|
(32,903 |
) |
|
|
(66,038 |
) |
|
|
410 |
|
|
|
|
(65,628 |
) |
Net loss attributable to noncontrolling interests |
|
|
21,891 |
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|
|
155 |
|
(a,b) |
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|
22,046 |
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|
57,279 |
|
|
|
(604 |
) |
(a,b) |
|
|
56,675 |
|
Net (loss) income attributable to Acadia |
|
$ |
(10,725 |
) |
|
$ |
(132 |
) |
|
|
$ |
(10,857 |
) |
|
$ |
(8,759 |
) |
|
$ |
(194 |
) |
|
|
$ |
(8,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||
Less: net income attributable to participating securities |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
(233 |
) |
|
|
— |
|
|
|
|
(233 |
) |
Net (loss) income attributable to Common Shareholders - |
|
$ |
(10,725 |
) |
|
$ |
(132 |
) |
|
|
$ |
(10,857 |
) |
|
$ |
(8,992 |
) |
|
$ |
(194 |
) |
|
|
$ |
(9,186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares for basic loss and basic and diluted earnings per share |
|
|
86,311 |
|
|
|
— |
|
|
|
|
86,311 |
|
|
|
86,442 |
|
|
|
— |
|
|
|
|
86,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss per share - basic, Net earnings per share - basic and diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.01 |
) |
|
|
$ |
(0.13 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.01 |
) |
|
|
$ |
(0.11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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1
Exhibit 99.1
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Three Months Ended March 31, 2021 |
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||||||||||
Statement of Operations ($ in thousands) |
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As Previously Reported |
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Adjustments |
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As Restated |
|
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Revenues |
|
|
|
|
|
|
|
|
|
|
|||
Rental income |
|
$ |
67,205 |
|
|
$ |
(1,207 |
) |
(a) |
|
$ |
65,998 |
|
Other |
|
|
2,189 |
|
|
|
— |
|
|
|
|
2,189 |
|
Total revenues |
|
|
69,394 |
|
|
|
(1,207 |
) |
|
|
|
68,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
31,390 |
|
|
|
(750 |
) |
(a) |
|
|
30,640 |
|
General and administrative |
|
|
8,996 |
|
|
|
(4 |
) |
(a) |
|
|
8,992 |
|
Real estate taxes |
|
|
11,462 |
|
|
|
(256 |
) |
(a) |
|
|
11,206 |
|
Property operating |
|
|
13,477 |
|
|
|
(268 |
) |
(a) |
|
|
13,209 |
|
Total operating expenses |
|
|
65,325 |
|
|
|
(1,278 |
) |
|
|
|
64,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gain on disposition of properties |
|
|
4,612 |
|
|
|
— |
|
|
|
|
4,612 |
|
Operating income |
|
|
8,681 |
|
|
|
71 |
|
|
|
|
8,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of unconsolidated affiliates |
|
|
2,263 |
|
|
|
(381 |
) |
(a) |
|
|
1,882 |
|
Interest and other income |
|
|
1,700 |
|
|
|
— |
|
|
|
|
1,700 |
|
Realized and unrealized holding gains on investments and other |
|
|
6,507 |
|
|
|
(1,382 |
) |
(b) |
|
|
5,125 |
|
Interest expense |
|
|
(17,141 |
) |
|
|
550 |
|
(a) |
|
|
(16,591 |
) |
Income from continuing operations before income taxes |
|
|
2,010 |
|
|
|
(1,142 |
) |
|
|
|
868 |
|
Income tax provision |
|
|
(150 |
) |
|
|
2 |
|
(a) |
|
|
(148 |
) |
Net income |
|
|
1,860 |
|
|
|
(1,140 |
) |
|
|
|
720 |
|
Net loss attributable to noncontrolling interests |
|
|
3,302 |
|
|
|
801 |
|
(a,b) |
|
|
4,103 |
|
Net income attributable to Acadia |
|
$ |
5,162 |
|
|
$ |
(339 |
) |
|
|
$ |
4,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Less: net income attributable to participating securities |
|
|
(156 |
) |
|
|
— |
|
|
|
|
(156 |
) |
Net income attributable to Common Shareholders - |
|
$ |
5,006 |
|
|
$ |
(339 |
) |
|
|
$ |
4,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares for basic and diluted earnings per share |
|
|
86,346 |
|
|
|
— |
|
|
|
|
86,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per share - basic and diluted |
|
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Three Months Ended June 30, 2021 |
|
|
Six Months Ended June 30, 2021 |
|
||||||||||||||||||||
Statements of Operations ($ in thousands) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental income |
|
$ |
73,666 |
|
|
$ |
(1,597 |
) |
(a) |
|
$ |
72,069 |
|
|
$ |
140,871 |
|
|
$ |
(2,804 |
) |
(a) |
|
$ |
138,067 |
|
Other |
|
|
994 |
|
|
|
(6 |
) |
(a) |
|
|
988 |
|
|
|
3,183 |
|
|
|
(6 |
) |
(a) |
|
|
3,177 |
|
Total revenues |
|
|
74,660 |
|
|
|
(1,603 |
) |
|
|
|
73,057 |
|
|
|
144,054 |
|
|
|
(2,810 |
) |
|
|
|
141,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
31,345 |
|
|
|
(805 |
) |
(a) |
|
|
30,540 |
|
|
|
62,735 |
|
|
|
(1,555 |
) |
(a) |
|
|
61,180 |
|
General and administrative |
|
|
10,671 |
|
|
|
(18 |
) |
(a) |
|
|
10,653 |
|
|
|
19,667 |
|
|
|
(22 |
) |
(a) |
|
|
19,645 |
|
Real estate taxes |
|
|
12,504 |
|
|
|
(290 |
) |
(a) |
|
|
12,214 |
|
|
|
23,966 |
|
|
|
(546 |
) |
(a) |
|
|
23,420 |
|
Property operating |
|
|
12,890 |
|
|
|
(254 |
) |
(a) |
|
|
12,636 |
|
|
|
26,367 |
|
|
|
(522 |
) |
(a) |
|
|
25,845 |
|
Total operating expenses |
|
|
67,410 |
|
|
|
(1,367 |
) |
|
|
|
66,043 |
|
|
|
132,735 |
|
|
|
(2,645 |
) |
|
|
|
130,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain on disposition of properties |
|
|
5,909 |
|
|
|
— |
|
|
|
|
5,909 |
|
|
|
10,521 |
|
|
|
— |
|
|
|
|
10,521 |
|
Operating income |
|
|
13,159 |
|
|
|
(236 |
) |
|
|
|
12,923 |
|
|
|
21,840 |
|
|
|
(165 |
) |
|
|
|
21,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates |
|
|
1,106 |
|
|
|
(207 |
) |
(a) |
|
|
899 |
|
|
|
3,369 |
|
|
|
(588 |
) |
(a) |
|
|
2,781 |
|
Interest and other income |
|
|
2,054 |
|
|
|
— |
|
|
|
|
2,054 |
|
|
|
3,754 |
|
|
|
— |
|
|
|
|
3,754 |
|
Realized and unrealized holding gains on investments and other |
|
|
2,711 |
|
|
|
(869 |
) |
(b) |
|
|
1,842 |
|
|
|
9,218 |
|
|
|
(2,251 |
) |
(b) |
|
|
6,967 |
|
Interest expense |
|
|
(17,605 |
) |
|
|
554 |
|
(a) |
|
|
(17,051 |
) |
|
|
(34,746 |
) |
|
|
1,104 |
|
(a) |
|
|
(33,642 |
) |
Income from continuing operations before income taxes |
|
|
1,425 |
|
|
|
(758 |
) |
|
|
|
667 |
|
|
|
3,435 |
|
|
|
(1,900 |
) |
|
|
|
1,535 |
|
Income tax provision |
|
|
(194 |
) |
|
|
2 |
|
(a) |
|
|
(192 |
) |
|
|
(344 |
) |
|
|
4 |
|
(a) |
|
|
(340 |
) |
2
Exhibit 99.1
Net income |
|
|
1,231 |
|
|
|
(756 |
) |
|
|
|
475 |
|
|
|
3,091 |
|
|
|
(1,896 |
) |
|
|
|
1,195 |
|
Net loss attributable to noncontrolling interests |
|
|
2,687 |
|
|
|
555 |
|
(a,b) |
|
|
3,242 |
|
|
|
5,989 |
|
|
|
1,356 |
|
(a,b) |
|
|
7,345 |
|
Net income attributable to Acadia |
|
$ |
3,918 |
|
|
$ |
(201 |
) |
|
|
$ |
3,717 |
|
|
$ |
9,080 |
|
|
$ |
(540 |
) |
|
|
$ |
8,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: net income attributable to participating securities |
|
|
(156 |
) |
|
|
— |
|
|
|
|
(156 |
) |
|
|
(312 |
) |
|
|
— |
|
|
|
|
(312 |
) |
Net income attributable to Common Shareholders - |
|
$ |
3,762 |
|
|
$ |
(201 |
) |
|
|
$ |
3,561 |
|
|
$ |
8,768 |
|
|
$ |
(540 |
) |
|
|
$ |
8,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares for basic and diluted earnings per share |
|
|
86,824 |
|
|
|
— |
|
|
|
|
86,824 |
|
|
|
86,575 |
|
|
|
— |
|
|
|
|
86,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings per share - basic and diluted |
|
$ |
0.04 |
|
|
$ |
— |
|
|
|
$ |
0.04 |
|
|
$ |
0.10 |
|
|
$ |
— |
|
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
3
Exhibit 99.1
|
|
Three Months Ended September 30, 2021 |
|
|
Nine Months Ended September 30, 2021 |
|
||||||||||||||||||||
Statements of Operations ($ in thousands) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental income |
|
$ |
71,852 |
|
|
$ |
(1,550 |
) |
(a) |
|
$ |
70,302 |
|
|
$ |
212,723 |
|
|
$ |
(4,354 |
) |
(a) |
|
$ |
208,369 |
|
Other |
|
|
1,594 |
|
|
|
— |
|
|
|
|
1,594 |
|
|
|
4,777 |
|
|
|
(6 |
) |
(a) |
|
|
4,771 |
|
Total revenues |
|
|
73,446 |
|
|
|
(1,550 |
) |
|
|
|
71,896 |
|
|
|
217,500 |
|
|
|
(4,360 |
) |
|
|
|
213,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
30,866 |
|
|
|
(802 |
) |
(a) |
|
|
30,064 |
|
|
|
93,601 |
|
|
|
(2,357 |
) |
(a) |
|
|
91,244 |
|
General and administrative |
|
|
9,978 |
|
|
|
(68 |
) |
(a) |
|
|
9,910 |
|
|
|
29,645 |
|
|
|
(90 |
) |
(a) |
|
|
29,555 |
|
Real estate taxes |
|
|
11,320 |
|
|
|
(292 |
) |
(a) |
|
|
11,028 |
|
|
|
35,286 |
|
|
|
(838 |
) |
(a) |
|
|
34,448 |
|
Property operating |
|
|
12,698 |
|
|
|
(255 |
) |
(a) |
|
|
12,443 |
|
|
|
39,065 |
|
|
|
(777 |
) |
(a) |
|
|
38,288 |
|
Impairment charges |
|
|
9,925 |
|
|
|
— |
|
|
|
|
9,925 |
|
|
|
9,925 |
|
|
|
— |
|
|
|
|
9,925 |
|
Total operating expenses |
|
|
74,787 |
|
|
|
(1,417 |
) |
|
|
|
73,370 |
|
|
|
207,522 |
|
|
|
(4,062 |
) |
|
|
|
203,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain on disposition of properties |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
10,521 |
|
|
|
— |
|
|
|
|
10,521 |
|
Operating (loss) income |
|
|
(1,341 |
) |
|
|
(133 |
) |
|
|
|
(1,474 |
) |
|
|
20,499 |
|
|
|
(298 |
) |
|
|
|
20,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates |
|
|
644 |
|
|
|
(272 |
) |
(a) |
|
|
372 |
|
|
|
4,013 |
|
|
|
(860 |
) |
(a) |
|
|
3,153 |
|
Interest and other income |
|
|
2,354 |
|
|
|
— |
|
|
|
|
2,354 |
|
|
|
6,108 |
|
|
|
— |
|
|
|
|
6,108 |
|
Realized and unrealized holding gains on investments and other |
|
|
47,293 |
|
|
|
(800 |
) |
(b) |
|
|
46,493 |
|
|
|
56,511 |
|
|
|
(3,051 |
) |
(b) |
|
|
53,460 |
|
Interest expense |
|
|
(17,334 |
) |
|
|
559 |
|
(a) |
|
|
(16,775 |
) |
|
|
(52,080 |
) |
|
|
1,663 |
|
(a) |
|
|
(50,417 |
) |
Income from continuing operations before income taxes |
|
|
31,616 |
|
|
|
(646 |
) |
|
|
|
30,970 |
|
|
|
35,051 |
|
|
|
(2,546 |
) |
|
|
|
32,505 |
|
Income tax provision |
|
|
(59 |
) |
|
|
— |
|
|
|
|
(59 |
) |
|
|
(403 |
) |
|
|
4 |
|
|
|
|
(399 |
) |
Net income |
|
|
31,557 |
|
|
|
(646 |
) |
|
|
|
30,911 |
|
|
|
34,648 |
|
|
|
(2,542 |
) |
|
|
|
32,106 |
|
Net income attributable to noncontrolling interests |
|
|
(19,488 |
) |
|
|
460 |
|
(a,b) |
|
|
(19,028 |
) |
|
|
(13,499 |
) |
|
|
1,816 |
|
(a,b) |
|
|
(11,683 |
) |
Net income attributable to Acadia |
|
$ |
12,069 |
|
|
$ |
(186 |
) |
|
|
$ |
11,883 |
|
|
$ |
21,149 |
|
|
$ |
(726 |
) |
|
|
$ |
20,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: net income attributable to participating securities |
|
|
(156 |
) |
|
|
— |
|
|
|
|
(156 |
) |
|
|
(468 |
) |
|
|
— |
|
|
|
|
(468 |
) |
Net income attributable to Common Shareholders - |
|
$ |
11,913 |
|
|
$ |
(186 |
) |
|
|
$ |
11,727 |
|
|
$ |
20,681 |
|
|
$ |
(726 |
) |
|
|
$ |
19,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares for basic and diluted earnings per share |
|
|
88,481 |
|
|
|
— |
|
|
|
|
88,481 |
|
|
|
87,217 |
|
|
|
— |
|
|
|
|
87,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings per share - basic and diluted |
|
$ |
0.13 |
|
|
$ |
— |
|
|
|
$ |
0.13 |
|
|
$ |
0.24 |
|
|
$ |
(0.01 |
) |
|
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
4
Exhibit 99.1
|
|
Three Months Ended December 31, 2020 |
|
|
Year Ended December 31, 2020 |
|
||||||||||||||||||||
Funds from Operations ($ in thousands) (a) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to Acadia |
|
$ |
(10,725 |
) |
|
$ |
(132 |
) |
(b) |
|
$ |
(10,857 |
) |
|
$ |
(8,759 |
) |
|
$ |
(194 |
) |
(b) |
|
$ |
(8,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation of real estate and amortization of leasing costs (net of |
|
|
32,574 |
|
|
|
— |
|
|
|
|
32,574 |
|
|
|
106,158 |
|
|
|
62 |
|
(b) |
|
|
106,220 |
|
Impairment charges (net of noncontrolling interests' share) |
|
|
4,923 |
|
|
|
— |
|
|
|
|
4,923 |
|
|
|
17,323 |
|
|
|
— |
|
|
|
|
17,323 |
|
Gain on disposition of properties (net of noncontrolling interests' share) |
|
|
(174 |
) |
|
|
— |
|
|
|
|
(174 |
) |
|
|
(291 |
) |
|
|
— |
|
|
|
|
(291 |
) |
(Loss) income attributable to Common OP Unit holders |
|
|
(569 |
) |
|
|
— |
|
|
|
|
(569 |
) |
|
|
(370 |
) |
|
|
— |
|
|
|
|
(370 |
) |
Distributions - Preferred OP Units |
|
|
123 |
|
|
|
— |
|
|
|
|
123 |
|
|
|
495 |
|
|
|
— |
|
|
|
|
495 |
|
Funds from operations attributable to Common Shareholders and Common OP Unit holders |
|
$ |
26,152 |
|
|
$ |
(132 |
) |
|
|
$ |
26,020 |
|
|
$ |
114,556 |
|
|
$ |
(132 |
) |
|
|
$ |
114,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjustments for Special Items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Unrealized holding gain and other |
|
|
(4,468 |
) |
|
|
132 |
|
(b) |
|
|
(4,336 |
) |
|
|
(20,625 |
) |
|
|
132 |
|
(b) |
|
|
(20,493 |
) |
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders |
|
$ |
21,684 |
|
|
$ |
— |
|
|
|
$ |
21,684 |
|
|
$ |
93,931 |
|
|
$ |
— |
|
|
|
$ |
93,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Funds From Operations per Share - Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding, GAAP earnings |
|
|
86,311 |
|
|
|
— |
|
|
|
|
86,311 |
|
|
|
86,442 |
|
|
|
— |
|
|
|
|
86,442 |
|
Weighted-average OP Units outstanding |
|
|
4,890 |
|
|
|
— |
|
|
|
|
4,890 |
|
|
|
4,992 |
|
|
|
— |
|
|
|
|
4,992 |
|
Assumed conversion of Preferred OP Units to common shares |
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
Weighted average number of Common Shares and Common OP Units |
|
|
91,666 |
|
|
|
— |
|
|
|
|
91,666 |
|
|
|
91,899 |
|
|
|
— |
|
|
|
|
91,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Funds from operations, per Common Share and Common OP Unit |
|
$ |
0.29 |
|
|
$ |
(0.01 |
) |
|
|
$ |
0.28 |
|
|
$ |
1.25 |
|
|
$ |
— |
|
|
|
$ |
1.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Funds from operations before Special Items, |
|
$ |
0.24 |
|
|
$ |
— |
|
|
|
$ |
0.24 |
|
|
$ |
1.02 |
|
|
$ |
— |
|
|
|
$ |
1.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
5
Exhibit 99.1
|
|
Three Months Ended March 31, 2021 |
|
||||||||||
Funds from Operations ($ in thousands) (a) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to Acadia |
|
$ |
5,162 |
|
|
$ |
(339 |
) |
(b) |
|
$ |
4,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Depreciation of real estate and amortization of leasing costs (net of |
|
|
23,807 |
|
|
|
— |
|
|
|
|
23,807 |
|
Impairment charges (net of noncontrolling interests' share) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Gain on disposition of properties (net of noncontrolling interests' share) |
|
|
(5,096 |
) |
|
|
— |
|
|
|
|
(5,096 |
) |
Income attributable to Common OP Unit holders |
|
|
347 |
|
|
|
— |
|
|
|
|
347 |
|
Distributions - Preferred OP Units |
|
|
123 |
|
|
|
— |
|
|
|
|
123 |
|
Funds from operations attributable to Common Shareholders and Common OP Unit holders |
|
$ |
24,343 |
|
|
$ |
(339 |
) |
|
|
$ |
24,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Adjustments for Special Items: |
|
|
|
|
|
|
|
|
|
|
|||
Less: Unrealized holding gain and other |
|
|
(1,738 |
) |
|
|
339 |
|
(b) |
|
|
(1,399 |
) |
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders |
|
$ |
22,605 |
|
|
$ |
— |
|
|
|
$ |
22,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Funds From Operations per Share - Diluted |
|
|
|
|
|
|
|
|
|
|
|||
Basic weighted-average shares outstanding, GAAP earnings |
|
|
86,323 |
|
|
|
— |
|
|
|
|
86,323 |
|
Weighted-average OP Units outstanding |
|
|
5,120 |
|
|
|
— |
|
|
|
|
5,120 |
|
Assumed conversion of Preferred OP Units to common shares |
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
Assumed conversion of LTIP units and restricted share units to |
|
|
23 |
|
|
|
— |
|
|
|
|
23 |
|
Weighted average number of Common Shares and Common OP Units |
|
|
91,931 |
|
|
|
— |
|
|
|
|
91,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Diluted Funds from operations, per Common Share and Common OP Unit |
|
$ |
0.26 |
|
|
$ |
— |
|
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Diluted Funds from operations before Special Items, |
|
$ |
0.25 |
|
|
$ |
— |
|
|
|
$ |
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
6
Exhibit 99.1
|
|
Three Months Ended June 30, 2021 |
|
|
Six Months Ended June 30, 2021 |
|
||||||||||||||||||||
Funds from Operations ($ in thousands) (a) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Acadia |
|
$ |
3,918 |
|
|
$ |
(201 |
) |
(b) |
|
$ |
3,717 |
|
|
$ |
9,080 |
|
|
$ |
(540 |
) |
(b) |
|
$ |
8,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation of real estate and amortization of leasing costs (net of |
|
|
23,077 |
|
|
|
— |
|
|
|
|
23,077 |
|
|
|
46,884 |
|
|
|
— |
|
|
|
|
46,884 |
|
Impairment charges (net of noncontrolling interests' share) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Gain on disposition of properties (net of noncontrolling interests' share) |
|
|
933 |
|
|
|
— |
|
|
|
|
933 |
|
|
|
(4,163 |
) |
|
|
— |
|
|
|
|
(4,163 |
) |
Income attributable to Common OP Unit holders |
|
|
275 |
|
|
|
— |
|
|
|
|
275 |
|
|
|
622 |
|
|
|
— |
|
|
|
|
622 |
|
Distributions - Preferred OP Units |
|
|
123 |
|
|
|
— |
|
|
|
|
123 |
|
|
|
246 |
|
|
|
— |
|
|
|
|
246 |
|
Funds from operations attributable to Common Shareholders and Common OP Unit holders |
|
$ |
28,326 |
|
|
$ |
(201 |
) |
|
|
$ |
28,125 |
|
|
$ |
52,669 |
|
|
$ |
(540 |
) |
|
|
$ |
52,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjustments for Special Items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Unrealized holding gain and other |
|
|
(688 |
) |
|
|
201 |
|
(b) |
|
|
(487 |
) |
|
|
(2,426 |
) |
|
|
540 |
|
(b) |
|
|
(1,886 |
) |
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders |
|
$ |
27,638 |
|
|
$ |
— |
|
|
|
$ |
27,638 |
|
|
$ |
50,243 |
|
|
$ |
— |
|
|
|
$ |
50,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Funds From Operations per Share - Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding, GAAP earnings |
|
|
86,824 |
|
|
|
— |
|
|
|
|
86,824 |
|
|
|
86,575 |
|
|
|
— |
|
|
|
|
86,575 |
|
Weighted-average OP Units outstanding |
|
|
5,135 |
|
|
|
— |
|
|
|
|
5,135 |
|
|
|
5,127 |
|
|
|
— |
|
|
|
|
5,127 |
|
Assumed conversion of Preferred OP Units to common shares |
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
Assumed conversion of LTIP units and restricted share units to |
|
|
203 |
|
|
|
— |
|
|
|
|
203 |
|
|
|
87 |
|
|
|
— |
|
|
|
|
87 |
|
Weighted average number of Common Shares and Common OP Units |
|
|
92,627 |
|
|
|
— |
|
|
|
|
92,627 |
|
|
|
92,254 |
|
|
|
— |
|
|
|
|
92,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Funds from operations, per Common Share and Common OP Unit |
|
$ |
0.31 |
|
|
$ |
(0.01 |
) |
|
|
$ |
0.30 |
|
|
$ |
0.57 |
|
|
$ |
— |
|
|
|
$ |
0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Funds from operations before Special Items, |
|
$ |
0.30 |
|
|
$ |
— |
|
|
|
$ |
0.30 |
|
|
$ |
0.54 |
|
|
$ |
— |
|
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
7
Exhibit 99.1
|
|
Three Months September 30, 2021 |
|
|
Nine Months Ended September 30, 2021 |
|
||||||||||||||||||||
Funds from Operations ($ in thousands) (a) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Acadia |
|
$ |
12,069 |
|
|
$ |
(186 |
) |
(b) |
|
$ |
11,883 |
|
|
$ |
21,149 |
|
|
$ |
(726 |
) |
(b) |
|
$ |
20,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation of real estate and amortization of leasing costs (net of |
|
|
23,111 |
|
|
|
— |
|
|
|
|
23,111 |
|
|
|
69,995 |
|
|
|
— |
|
|
|
|
69,995 |
|
Impairment charges (net of noncontrolling interests' share) |
|
|
2,294 |
|
|
|
— |
|
|
|
|
2,294 |
|
|
|
2,294 |
|
|
|
— |
|
|
|
|
2,294 |
|
Gain on disposition of properties (net of noncontrolling interests' share) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
(4,163 |
) |
|
|
— |
|
|
|
|
(4,163 |
) |
Income attributable to Common OP Unit holders |
|
|
749 |
|
|
|
— |
|
|
|
|
749 |
|
|
|
1,371 |
|
|
|
— |
|
|
|
|
1,371 |
|
Distributions - Preferred OP Units |
|
|
123 |
|
|
|
— |
|
|
|
|
123 |
|
|
|
369 |
|
|
|
— |
|
|
|
|
369 |
|
Funds from operations attributable to Common Shareholders and Common OP Unit holders |
|
$ |
38,346 |
|
|
$ |
(186 |
) |
|
|
$ |
38,160 |
|
|
$ |
91,015 |
|
|
$ |
(726 |
) |
|
|
$ |
90,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjustments for Special Items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Unrealized holding gain and other |
|
|
(13,384 |
) |
|
|
186 |
|
(b) |
|
|
(13,198 |
) |
|
|
(15,810 |
) |
|
|
726 |
|
(b) |
|
|
(15,084 |
) |
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders |
|
$ |
24,962 |
|
|
$ |
— |
|
|
|
$ |
24,962 |
|
|
$ |
75,205 |
|
|
$ |
— |
|
|
|
$ |
75,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Funds From Operations per Share - Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding, GAAP earnings |
|
|
88,481 |
|
|
|
— |
|
|
|
|
88,481 |
|
|
|
87,217 |
|
|
|
— |
|
|
|
|
87,217 |
|
Weighted-average OP Units outstanding |
|
|
5,121 |
|
|
|
— |
|
|
|
|
5,121 |
|
|
|
5,125 |
|
|
|
— |
|
|
|
|
5,125 |
|
Assumed conversion of Preferred OP Units to common shares |
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
|
|
465 |
|
|
|
— |
|
|
|
|
465 |
|
Assumed conversion of LTIP units and restricted share units to |
|
|
16 |
|
|
|
— |
|
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Weighted average number of Common Shares and Common OP Units |
|
|
94,083 |
|
|
|
— |
|
|
|
|
94,083 |
|
|
|
92,807 |
|
|
|
— |
|
|
|
|
92,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Funds from operations, per Common Share and Common OP Unit |
|
$ |
0.41 |
|
|
$ |
— |
|
|
|
$ |
0.41 |
|
|
$ |
0.98 |
|
|
$ |
(0.01 |
) |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Funds from operations before Special Items, |
|
$ |
0.27 |
|
|
$ |
— |
|
|
|
$ |
0.27 |
|
|
$ |
0.81 |
|
|
$ |
— |
|
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
8
Exhibit 99.1
|
|
Three Months Ended December 31, 2020 |
|
|
Year Ended December 31, 2020 |
|
||||||||||||||||||||
Reconciliation of Consolidated Net Operating Loss |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated operating (loss) income |
|
$ |
(49,253 |
) |
|
$ |
133 |
|
(a) |
|
$ |
(49,120 |
) |
|
$ |
(115,379 |
) |
|
$ |
317 |
|
(a) |
|
$ |
(115,062 |
) |
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative |
|
|
9,640 |
|
|
|
30 |
|
(a) |
|
|
9,670 |
|
|
|
36,055 |
|
|
|
(257 |
) |
(a) |
|
|
35,798 |
|
Depreciation and amortization |
|
|
48,166 |
|
|
|
(722 |
) |
(a) |
|
|
47,444 |
|
|
|
149,793 |
|
|
|
(2,564 |
) |
(a) |
|
|
147,229 |
|
Impairment charges |
|
|
34,049 |
|
|
|
— |
|
|
|
|
34,049 |
|
|
|
85,598 |
|
|
|
— |
|
|
|
|
85,598 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above/below market rent, straight-line rent and other adjustments |
|
|
166 |
|
|
|
30 |
|
(a) |
|
|
196 |
|
|
|
13,624 |
|
|
|
(43 |
) |
(a) |
|
|
13,581 |
|
Gain on disposition of properties |
|
|
(174 |
) |
|
|
— |
|
|
|
|
(174 |
) |
|
|
(683 |
) |
|
|
— |
|
|
|
|
(683 |
) |
Consolidated NOI |
|
|
42,594 |
|
|
|
(529 |
) |
|
|
|
42,065 |
|
|
|
169,008 |
|
|
|
(2,547 |
) |
|
|
|
166,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Noncontrolling interest in consolidated NOI |
|
|
(12,209 |
) |
|
|
466 |
|
(a) |
|
|
(11,743 |
) |
|
|
(48,536 |
) |
|
|
2,220 |
|
(a) |
|
|
(46,316 |
) |
Less: Operating Partnership's interest in Fund NOI included above |
|
|
(3,135 |
) |
|
|
63 |
|
(a) |
|
|
(3,072 |
) |
|
|
(11,845 |
) |
|
|
327 |
|
(a) |
|
|
(11,518 |
) |
Add: Operating Partnership's share of unconsolidated |
|
|
3,306 |
|
|
|
— |
|
|
|
|
3,306 |
|
|
|
15,659 |
|
|
|
— |
|
|
|
|
15,659 |
|
NOI - Core Portfolio |
|
$ |
30,556 |
|
|
$ |
— |
|
|
|
$ |
30,556 |
|
|
$ |
124,286 |
|
|
$ |
— |
|
|
|
$ |
124,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended March 31, 2021 |
|
||||||||||
Reconciliation of Consolidated Net Operating Loss |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated operating income |
|
$ |
8,681 |
|
|
$ |
71 |
|
(a) |
|
$ |
8,752 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|||
General and administrative |
|
|
8,996 |
|
|
|
(4 |
) |
(a) |
|
|
8,992 |
|
Depreciation and amortization |
|
|
31,390 |
|
|
|
(750 |
) |
(a) |
|
|
30,640 |
|
Impairment charges |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Straight-line rent reserves |
|
|
817 |
|
|
|
— |
|
|
|
|
817 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|||
Above/below market rent, straight-line rent and other adjustments |
|
|
(5,284 |
) |
|
|
11 |
|
(a) |
|
|
(5,273 |
) |
Gain on disposition of properties |
|
|
(4,612 |
) |
|
|
— |
|
|
|
|
(4,612 |
) |
Consolidated NOI |
|
|
39,988 |
|
|
|
(672 |
) |
|
|
|
39,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interest in consolidated NOI |
|
|
(10,861 |
) |
|
|
589 |
|
(a) |
|
|
(10,272 |
) |
Less: Operating Partnership's interest in Fund NOI included above |
|
|
(2,618 |
) |
|
|
83 |
|
(a) |
|
|
(2,535 |
) |
Add: Operating Partnership's share of unconsolidated |
|
|
3,300 |
|
|
|
— |
|
|
|
|
3,300 |
|
NOI - Core Portfolio |
|
$ |
29,809 |
|
|
$ |
— |
|
|
|
$ |
29,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
9
Exhibit 99.1
|
|
Three Months Ended June 30, 2021 |
|
|
Six Months Ended June 30, 2021 |
|
||||||||||||||||||||
Reconciliation of Consolidated Net Operating Loss |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated operating income |
|
$ |
13,159 |
|
|
$ |
(236 |
) |
(a) |
|
$ |
12,923 |
|
|
$ |
21,840 |
|
|
$ |
(165 |
) |
(a) |
|
$ |
21,675 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative |
|
|
10,671 |
|
|
|
(18 |
) |
(a) |
|
|
10,653 |
|
|
|
19,667 |
|
|
|
(22 |
) |
(a) |
|
|
19,645 |
|
Depreciation and amortization |
|
|
31,345 |
|
|
|
(805 |
) |
(a) |
|
|
30,540 |
|
|
|
62,735 |
|
|
|
(1,555 |
) |
(a) |
|
|
61,180 |
|
Impairment charges |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Straight-line rent reserves |
|
|
(232 |
) |
|
|
— |
|
|
|
|
(232 |
) |
|
|
585 |
|
|
|
— |
|
|
|
|
585 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above/below market rent, straight-line rent and other adjustments |
|
|
(4,249 |
) |
|
|
5 |
|
(a) |
|
|
(4,244 |
) |
|
|
(9,533 |
) |
|
|
16 |
|
(a) |
|
|
(9,517 |
) |
Gain on disposition of properties |
|
|
(5,909 |
) |
|
|
— |
|
|
|
|
(5,909 |
) |
|
|
(10,521 |
) |
|
|
— |
|
|
|
|
(10,521 |
) |
Consolidated NOI |
|
|
44,785 |
|
|
|
(1,054 |
) |
|
|
|
43,731 |
|
|
|
84,773 |
|
|
|
(1,726 |
) |
|
|
|
83,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Noncontrolling interest in consolidated NOI |
|
|
(12,373 |
) |
|
|
922 |
|
(a) |
|
|
(11,451 |
) |
|
|
(23,234 |
) |
|
|
1,511 |
|
(a) |
|
|
(21,723 |
) |
Less: Operating Partnership's interest in Fund NOI included above |
|
|
(3,131 |
) |
|
|
132 |
|
(a) |
|
|
(2,999 |
) |
|
|
(5,749 |
) |
|
|
215 |
|
(a) |
|
|
(5,534 |
) |
Add: Operating Partnership's share of unconsolidated |
|
|
3,764 |
|
|
|
— |
|
|
|
|
3,764 |
|
|
|
7,064 |
|
|
|
— |
|
|
|
|
7,064 |
|
NOI - Core Portfolio |
|
$ |
33,045 |
|
|
$ |
— |
|
|
|
$ |
33,045 |
|
|
$ |
62,854 |
|
|
$ |
— |
|
|
|
$ |
62,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
10
Exhibit 99.1
|
|
Three Months Ended September 30, 2021 |
|
|
Nine Months Ended September 30, 2021 |
|
||||||||||||||||||||
Reconciliation of Consolidated Net Operating Loss |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated operating (loss) income |
|
$ |
(1,341 |
) |
|
$ |
(133 |
) |
(a) |
|
$ |
(1,474 |
) |
|
$ |
20,499 |
|
|
$ |
(298 |
) |
(a) |
|
$ |
20,201 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative |
|
|
9,978 |
|
|
|
(68 |
) |
(a) |
|
|
9,910 |
|
|
|
29,645 |
|
|
|
(90 |
) |
(a) |
|
|
29,555 |
|
Depreciation and amortization |
|
|
30,866 |
|
|
|
(802 |
) |
(a) |
|
|
30,064 |
|
|
|
93,601 |
|
|
|
(2,357 |
) |
(a) |
|
|
91,244 |
|
Impairment charges |
|
|
9,925 |
|
|
|
— |
|
|
|
|
9,925 |
|
|
|
9,925 |
|
|
|
— |
|
|
|
|
9,925 |
|
Straight-line rent reserves |
|
|
(258 |
) |
|
|
— |
|
|
|
|
(258 |
) |
|
|
327 |
|
|
|
— |
|
|
|
|
327 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above/below market rent, straight-line rent and other adjustments |
|
|
(4,572 |
) |
|
|
20 |
|
(a) |
|
|
(4,552 |
) |
|
|
(14,105 |
) |
|
|
36 |
|
(a) |
|
|
(14,069 |
) |
Gain on disposition of properties |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
(10,521 |
) |
|
|
— |
|
|
|
|
(10,521 |
) |
Consolidated NOI |
|
|
44,598 |
|
|
|
(983 |
) |
|
|
|
43,615 |
|
|
|
129,371 |
|
|
|
(2,709 |
) |
|
|
|
126,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Noncontrolling interest in consolidated NOI |
|
|
(12,576 |
) |
|
|
862 |
|
(a) |
|
|
(11,714 |
) |
|
|
(35,810 |
) |
|
|
2,373 |
|
(a) |
|
|
(33,437 |
) |
Less: Operating Partnership's interest in Fund NOI included above |
|
|
(3,104 |
) |
|
|
121 |
|
(a) |
|
|
(2,983 |
) |
|
|
(8,853 |
) |
|
|
336 |
|
(a) |
|
|
(8,517 |
) |
Add: Operating Partnership's share of unconsolidated |
|
|
2,961 |
|
|
|
— |
|
|
|
|
2,961 |
|
|
|
10,025 |
|
|
|
— |
|
|
|
|
10,025 |
|
NOI - Core Portfolio |
|
$ |
31,879 |
|
|
$ |
— |
|
|
|
$ |
31,879 |
|
|
$ |
94,733 |
|
|
$ |
— |
|
|
|
$ |
94,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
11
Exhibit 99.1
|
|
December 31, 2020 |
|
||||||||||
Balance Sheet ($ in thousands) |
|
As Previously Reported |
|
|
Adjustments |
|
|
|
As Restated |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|||
Investments in real estate, at cost |
|
|
|
|
|
|
|
|
|
|
|||
Land |
|
$ |
776,275 |
|
|
$ |
(23,554 |
) |
(a) |
|
$ |
752,721 |
|
Buildings and improvements |
|
|
2,848,781 |
|
|
|
(46,528 |
) |
(a) |
|
|
2,802,253 |
|
Tenant improvements |
|
|
191,046 |
|
|
|
(12,128 |
) |
(a) |
|
|
178,918 |
|
Construction in progress |
|
|
5,751 |
|
|
|
(604 |
) |
(a) |
|
|
5,147 |
|
Right-of-use assets - finance leases |
|
|
25,086 |
|
|
|
— |
|
|
|
|
25,086 |
|
|
|
|
3,846,939 |
|
|
|
(82,814 |
) |
|
|
|
3,764,125 |
|
Less: Accumulated depreciation and amortization |
|
|
(586,800 |
) |
|
|
13,436 |
|
(a) |
|
|
(573,364 |
) |
Operating real estate, net |
|
|
3,260,139 |
|
|
|
(69,378 |
) |
|
|
|
3,190,761 |
|
Real estate under development |
|
|
247,349 |
|
|
|
(148 |
) |
(a) |
|
|
247,201 |
|
Net investments in real estate |
|
|
3,507,488 |
|
|
|
(69,526 |
) |
|
|
|
3,437,962 |
|
Notes receivable, net |
|
|
101,450 |
|
|
|
(568 |
) |
(b) |
|
|
100,882 |
|
Investments in and advances to unconsolidated affiliates |
|
|
249,807 |
|
|
|
23,022 |
|
(a,b) |
|
|
272,829 |
|
Other assets, net |
|
|
173,809 |
|
|
|
(3,528 |
) |
(a) |
|
|
170,281 |
|
Right-of-use assets - operating leases, net |
|
|
76,268 |
|
|
|
— |
|
|
|
|
76,268 |
|
Cash and cash equivalents |
|
|
19,232 |
|
|
|
(533 |
) |
(a) |
|
|
18,699 |
|
Restricted cash |
|
|
14,692 |
|
|
|
(3,596 |
) |
(a) |
|
|
11,096 |
|
Rents receivable |
|
|
44,136 |
|
|
|
(1,084 |
) |
(a) |
|
|
43,052 |
|
Total assets |
|
$ |
4,186,882 |
|
|
$ |
(55,813 |
) |
|
|
$ |
4,131,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|||
Mortgage and other notes payable, net |
|
$ |
1,125,356 |
|
|
$ |
(56,550 |
) |
(a) |
|
$ |
1,068,806 |
|
Unsecured notes payable, net |
|
|
500,083 |
|
|
|
— |
|
|
|
|
500,083 |
|
Unsecured line of credit |
|
|
138,400 |
|
|
|
— |
|
|
|
|
138,400 |
|
Accounts payable and other liabilities |
|
|
269,911 |
|
|
|
(1,469 |
) |
(a) |
|
|
268,442 |
|
Lease liability - operating leases, net |
|
|
88,816 |
|
|
|
— |
|
|
|
|
88,816 |
|
Dividends and distributions payable |
|
|
147 |
|
|
|
— |
|
|
|
|
147 |
|
Distributions in excess of income from, |
|
|
15,616 |
|
|
|
— |
|
|
|
|
15,616 |
|
Total liabilities |
|
|
2,138,329 |
|
|
|
(58,019 |
) |
|
|
|
2,080,310 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|||
EQUITY |
|
|
|
|
|
|
|
|
|
|
|||
Acadia Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|||
Common shares, $0.001 par value, authorized 200,000,000 shares, issued and outstanding 86,268,303 and 87,050,465 shares, respectively |
|
|
86 |
|
|
|
— |
|
|
|
|
86 |
|
Additional paid-in capital |
|
|
1,683,165 |
|
|
|
— |
|
|
|
|
1,683,165 |
|
Accumulated other comprehensive loss |
|
|
(74,891 |
) |
|
|
— |
|
|
|
|
(74,891 |
) |
Distributions in excess of accumulated earnings |
|
|
(167,046 |
) |
|
|
(132 |
) |
(b) |
|
|
(167,178 |
) |
Total Acadia shareholders’ equity |
|
|
1,441,314 |
|
|
|
(132 |
) |
|
|
|
1,441,182 |
|
Noncontrolling interests |
|
|
607,239 |
|
|
|
2,338 |
|
(a,b) |
|
|
609,577 |
|
Total equity |
|
|
2,048,553 |
|
|
|
2,206 |
|
|
|
|
2,050,759 |
|
Total liabilities and equity |
|
$ |
4,186,882 |
|
|
$ |
(55,813 |
) |
|
|
$ |
4,131,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
The Company’s internal review is ongoing and the Company may identify further errors. There can be no assurance that the actual effects of the error corrections will be only as described above.
12