AKR 10-Q 03.31.2014



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2014

or
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-12002

ACADIA REALTY TRUST

(Exact name of registrant in its charter)
MARYLAND
 (State or other jurisdiction of
 incorporation or organization)
 
23-2715194
 (I.R.S. Employer
 Identification No.)
 
 
 
1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NY
 (Address of principal executive offices)
 10605
 (Zip Code)
(914) 288-8100
(Registrant’s telephone number, including area code)
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.
YES x
 
NO o
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).
YES x
 
NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer  x
 
Accelerated Filer  o
 
 
 
Non-accelerated Filer  o
 
Smaller Reporting Company  o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x
As of May 2, 2014 there were 57,376,662 common shares of beneficial interest, par value $.001 per share, outstanding.





ACADIA REALTY TRUST AND SUBSIDIARIES

FORM 10-Q

INDEX

 
 
Page
 
 
 
Part I:
Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Part II:
Other Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Part I. Financial Information

Item 1. Financial Statements.
 
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 31,
2014
 
December 31,
2013
ASSETS
(unaudited)
 
 
Operating real estate
 
 
 
Land
$
354,846

 
$
336,251

Buildings and improvements
1,192,893

 
1,140,613

Construction in progress
5,764

 
4,836

 
1,553,503

 
1,481,700

Less: accumulated depreciation
232,301

 
229,538

Net operating real estate
1,321,202

 
1,252,162

Real estate under development
369,407

 
337,353

Notes receivable and preferred equity investments, net
119,639

 
126,656

Investments in and advances to unconsolidated affiliates
178,068

 
181,322

Cash and cash equivalents
72,792

 
79,189

Cash in escrow
19,813

 
19,822

Restricted cash
94,737

 
109,795

Rents receivable, net
30,012

 
29,574

Deferred charges, net
29,989

 
30,775

Acquired lease intangibles, net
40,472

 
33,663

Prepaid expenses and other assets
51,369

 
44,212

Assets of discontinued operations
18,362

 
20,434

Total assets
$
2,345,862

 
$
2,264,957

 
 
 
 
LIABILITIES
 

 
 

Mortgage and other notes payable
$
1,108,304

 
$
1,039,617

Convertible notes payable
380

 
380

Distributions in excess of income from, and investments in, unconsolidated affiliates
8,670

 
8,701

Accounts payable and accrued expenses
41,472

 
38,050

Dividends and distributions payable
13,741

 
13,455

Acquired lease intangibles, net
22,233

 
22,394

Other liabilities
20,155

 
18,265

Liabilities of discontinued operations
106

 
2,507

Total liabilities
1,215,061

 
1,143,369

 
 
 
 
EQUITY
 

 
 

Shareholders' Equity
 
 
 
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 56,739,739 and 55,643,068 shares, respectively
57

 
56

Additional paid-in capital
693,633

 
665,301

Accumulated other comprehensive (loss) income
(407
)
 
1,132

Retained earnings
46,325

 
37,747

Total shareholders’ equity
739,608

 
704,236

Noncontrolling interests
391,193

 
417,352

Total equity
1,130,801

 
1,121,588

Total liabilities and equity
$
2,345,862

 
$
2,264,957

See accompanying notes

1


ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(unaudited)
 
Three Months Ended
 
March 31,
(dollars in thousands, except per share amounts)
2014
 
2013
Revenues
 
 
 
Rental income
$
33,818

 
$
28,781

Interest income
3,164

 
2,898

Expense reimbursements
8,790

 
7,282

Other
913

 
3,328

Total revenues
46,685

 
42,289

Operating Expenses
 

 
 

Property operating
7,124

 
4,450

Other operating
687

 
1,512

Real estate taxes
5,670

 
5,021

General and administrative
6,896

 
5,626

Depreciation and amortization
11,587

 
9,229

Total operating expenses
31,964

 
25,838

Operating income
14,721

 
16,451

Equity in earnings of unconsolidated affiliates
3,029

 
2,250

Loss on debt extinguishment
(203
)
 

Gain on disposition of property
12,387

 

Interest and other finance expense
(10,651
)
 
(9,285
)
Income from continuing operations before income taxes
19,283

 
9,416

Income tax (provision) benefit
(168
)
 
139

Income from continuing operations
19,115

 
9,555

Discontinued Operations
 
 
 
Operating income from discontinued operations

 
1,624

Income from discontinued operations

 
1,624

Net income
19,115

 
11,179

Noncontrolling interests
 

 
 

Continuing operations
2,480

 
35

Discontinued operations

 
(1,591
)
Net loss (income) attributable to noncontrolling interests
2,480

 
(1,556
)
Net income attributable to Common Shareholders
$
21,595

 
$
9,623

 
 
 
 
Basic Earnings per Share
 

 
 

Income from continuing operations
$
0.38

 
$
0.18

Income from discontinued operations

 

Basic earnings per share
$
0.38

 
$
0.18

 
 
 
 
Diluted Earnings per Share
 

 
 

Income from continuing operations
$
0.38

 
$
0.18

Income from discontinued operations

 

Diluted earnings per share
$
0.38

 
$
0.18

See accompanying notes

2



ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)
 
 
Three Months Ended
 
 
March 31,
 
 
2014
 
2013
(dollars in thousands)
 
 
 
 
Net income
 
$
19,115

 
$
11,179

Other comprehensive (loss) income
 

 

Unrealized loss on valuation of swap agreements
 
(2,329
)
 
(1,092
)
Reclassification of realized interest on swap agreements
 
837

 
592

Other comprehensive loss
 
(1,492
)
 
(500
)
Comprehensive income
 
17,623

 
10,679

Comprehensive loss (income) attributable to noncontrolling interests
 
2,433

 
(1,681
)
Comprehensive income attributable to Common Shareholders
 
$
20,056

 
$
8,998

See accompanying notes


3




ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)
 
Common Shares
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
 
Total
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
(amounts in thousands, except per share amounts)
Shares
 
Amount
 
 
 
 
 
 
Balance at December 31, 2013
55,643

 
$
56

 
$
665,301

 
$
1,132

 
$
37,747

 
$
704,236

 
$
417,352

 
$
1,121,588

Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
27

 

 
648

 

 

 
648

 
(648
)
 

Issuance of Common Shares, net of issuance costs
1,054

 
1

 
27,403

 

 

 
27,404

 

 
27,404

Dividends declared ($0.23 per Common Share)

 

 

 

 
(13,017
)
 
(13,017
)
 
(723
)
 
(13,740
)
Employee and trustee stock compensation, net
16

 

 
281

 

 

 
281

 
1,854

 
2,135

Noncontrolling interest distributions

 

 

 

 

 

 
(32,921
)
 
(32,921
)
Noncontrolling interest contributions

 

 

 

 

 

 
8,712

 
8,712

 
56,740

 
57

 
693,633

 
1,132

 
24,730

 
719,552

 
393,626

 
1,113,178

Comprehensive (loss) income:
 

 
 

 
 
 
 

 
 

 
 

 
 

 
 

Net income

 

 

 

 
21,595

 
21,595

 
(2,480
)
 
19,115

Unrealized (loss) income on valuation of swap agreements

 

 

 
(2,376
)
 

 
(2,376
)
 
47

 
(2,329
)
Reclassification of realized interest on swap agreements

 

 

 
837

 

 
837

 

 
837

Total comprehensive (loss) income

 

 

 
(1,539
)
 
21,595

 
20,056

 
(2,433
)
 
17,623

Balance at March 31, 2014
56,740

 
$
57

 
$
693,633

 
$
(407
)
 
$
46,325

 
$
739,608

 
$
391,193

 
$
1,130,801





4




ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 
Three Months Ended
 
March 31,
(dollars in thousands)
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
19,115

 
$
11,179

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 
Depreciation and amortization
11,587

 
10,628

Amortization of financing costs
688

 
734

Gain on disposition of property
(12,387
)
 

Share-based compensation expense
2,087

 
1,411

Equity in earnings of unconsolidated affiliates
(3,029
)
 
(2,250
)
Distributions of operating income from unconsolidated affiliates
2,562

 
1,208

Other, net
(648
)
 
(1,476
)
Changes in assets and liabilities
 

 
 
Cash in escrow
(141
)
 
(274
)
Rents receivable, net
(486
)
 
(878
)
Prepaid expenses and other assets
(23
)
 
(15,021
)
Accounts payable and accrued expenses
2,507

 
(739
)
Other liabilities
345

 
(289
)
Net cash provided by operating activities
22,177

 
4,233

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 

 
 

Acquisition of real estate
(90,500
)
 
(86,600
)
Redevelopment and property improvement costs
(37,505
)

(17,941
)
Deferred leasing costs
(369
)
 
(2,220
)
Investments in and advances to unconsolidated affiliates
(21,568
)
 
(2
)
Return of capital from unconsolidated affiliates
22,491

 
482

Consolidation of previously unconsolidated investment

 
1,864

Proceeds from notes receivable
7,156

 
5,529

Net cash used in investing activities
(120,295
)
 
(98,888
)

5




ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
 
(unaudited)

 
Three Months Ended
 
March 31,
(dollars in thousands)
2014
 
2013
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Principal payments on mortgage notes
(38,972
)
 
(47,136
)
Proceeds received from mortgage notes
130,700

 
254,000

Loan proceeds held as restricted cash
15,058

 
(151,596
)
Deferred financing and other costs
(921
)
 
(9,998
)
Capital contributions from noncontrolling interests
8,712

 

Distributions to noncontrolling interests
(33,577
)
 
(3,098
)
Dividends paid to Common Shareholders
(12,798
)
 
(9,417
)
Proceeds from issuance of Common Shares, net of issuance costs of $429 and $843, respectively
23,519

 
51,840

Other employee and trustee stock compensation, net

 
78

Net cash provided by financing activities
91,721

 
84,673

Decrease in cash and cash equivalents
(6,397
)
 
(9,982
)
Cash and cash equivalents, beginning of period
79,189

 
91,813

Cash and cash equivalents, end of period
$
72,792

 
$
81,831

 
 
 
 
Supplemental disclosure of cash flow information
 

 
 

Cash paid during the period for interest, net of capitalized interest of $2,892 and $1,664, respectively
$
12,173

 
$
5,858

Cash paid for income taxes
$
281

 
$
12

 
 
 
 
Supplemental disclosure of non-cash investing activities
 
 
 
Disposition of real estate through cancellation of debt
$
(22,865
)
 
$

Acquisition of real estate through conversion of notes receivable
$

 
$
18,500

 
 
 
 
Consolidation of previously unconsolidated investment
 
 
 
Real estate, net
$

 
$
(118,484
)
Mortgage notes payable

 
166,200

Distributions in excess of income from, and investments in, unconsolidated affiliates

 
(10,298
)
Other assets and liabilities

 
(1,605
)
Noncontrolling interest

 
(33,949
)
Cash included in consolidation of previously unconsolidated investment
$

 
$
1,864


See accompanying notes


6

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1.
ORGANIZATION AND BASIS OF PRESENTATION

Business and Organization

Acadia Realty Trust (the "Trust") and subsidiaries (collectively, the "Company"), is a fully-integrated equity real estate investment trust ("REIT") focused on the acquisition, ownership, management and redevelopment of high-quality retail properties located in key street and urban retail corridors as well as suburban locations within high-barrier-to-entry, densely-populated metropolitan areas in the United States along the East Coast and in Chicago.

All of the Company's assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the "Operating Partnership") and entities in which the Operating Partnership owns an interest. As of March 31, 2014, the Trust controlled approximately 96% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest ("Common OP Units" or "Preferred OP Units") and employees who have been awarded restricted OP units ("LTIP Units") as long-term incentive compensation (Note 13). Limited partners holding Common OP Units are generally entitled to exchange their units on a one-for-one basis for common shares of beneficial interest of the Trust ("Common Shares").

As of March 31, 2014, the Company has ownership interests in 80 properties within its core portfolio, which consist of those properties either wholly owned, or partially owned through joint venture interests, by the Operating Partnership, or subsidiaries thereof, not including those properties owned through its opportunity funds ("Core Portfolio"). The Company also has ownership interests in 39 properties within its four opportunity funds, Acadia Strategic Opportunity Fund, L.P. ("Fund I"), Acadia Strategic Opportunity Fund II, LLC ("Fund II"), Acadia Strategic Opportunity Fund III LLC ("Fund III") and Acadia Strategic Opportunity Fund IV LLC ("Fund IV" and together with Funds I, II and III, the "Funds"). The 119 Core Portfolio and Fund properties consist of commercial properties, which are primarily high-quality urban and/or street retail properties, community shopping centers and mixed-use properties with a retail component. Fund I and Fund II also include investments in operating companies through Acadia Mervyn Investors I, LLC ("Mervyns I"), Acadia Mervyn Investors II, LLC ("Mervyns II") and, in certain instances, directly through Fund II, all on a non-recourse basis. These investments comprise and are referred to as the Company's Retailer Controlled Property Initiative ("RCP Venture").

The Operating Partnership is the sole general partner or managing member of the Funds and Mervyns I and II and earns fees or priority distributions for asset management, property management, construction, redevelopment, leasing and legal services. Cash flows from the Funds and RCP Venture are distributed pro-rata to their respective partners and members (including the Operating Partnership) until each receives a certain cumulative return ("Preferred Return"), and the return of all capital contributions. Thereafter, remaining cash flow is distributed 20% to the Operating Partnership ("Promote") and 80% to the partners or members (including the Operating Partnership).

Following is a table summarizing the general terms and the Operating Partnership's equity interests in the Funds and Mervyns I and II:

Entity
Formation Date
Operating Partnership Share of Capital
Committed Capital (2)
 
Capital Called as of March 31, 2014 (2)
Equity Interest Held By Operating Partnership
Preferred Return
Capital Returned as of March 31, 2014 (3)
Fund I and Mervyns I (1)
9/2001
22.22
%
$
90.0

 
$
86.6

37.78
%
9
%
$
86.6

Fund II and Mervyns II (2)
6/2004
20.00
%
300.0

 
300.0

20.00
%
8
%
84.5

Fund III
5/2007
19.90
%
475.0

 
357.7

19.90
%
6
%
196.8

Fund IV
5/2012
23.12
%
540.6

 
106.4

23.12
%
6
%

Notes:
(1) Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions.
(2) During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects.
(3) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares.

7

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.    ORGANIZATION AND BASIS OF PRESENTATION (continued)

Basis of Presentation

The consolidated financial statements include the consolidated accounts of the Company and its investments in entities in which the Company is presumed to have control in accordance with the consolidation guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Investments in entities for which the Company has the ability to exercise significant influence but does not have financial or operating control are accounted for under the equity method of accounting. Accordingly, the Company's share of the net earnings (or losses) of entities accounted for under the equity method are included in consolidated net income under the caption, Equity in Earnings of Unconsolidated Affiliates. Investments in entities for which the Company does not have the ability to exercise any influence are accounted for under the cost method.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods. These consolidated financial statements should be read in conjunction with the Company's 2013 Annual Report on Form 10-K, as filed with the SEC on February 26, 2014.

Reclassifications

Certain reclassifications have been made to the 2013 financial statements to conform to the 2014 presentation.

Real Estate

The Company reviews its long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. Management does not believe that the carrying values of any of its properties are impaired as of March 31, 2014.

Recent Accounting Pronouncements

During April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, "Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 shall be applied prospectively for periods beginning on or after December 15, 2014, with early adoption permitted. The Company adopted ASU 2014-08 for the quarter ended March 31, 2014. The Company has adopted this standard on a prospective basis for transactions that have occurred after the adoption date.





8

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


2.
EARNINGS PER COMMON SHARE

Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted average Common Shares outstanding. At March 31, 2014, the Company has unvested LTIP Units (Note 13) which provide for non-forfeitable rights to dividend equivalent payments. Accordingly, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share pursuant to the two-class method.

Diluted earnings per Common Share reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted share unit ("Restricted Share Units") and share option awards issued under the Company's Share Incentive Plans (Note 13). The effect of the assumed conversion of 188 Series A Preferred OP Units into 25,067 Common Shares would be dilutive and therefore are included in the computation of diluted earnings per share for the three months ended March 31, 2014. The effect of the assumed conversion of 188 Series A Preferred OP Units into 25,067 Common Shares would be anti-dilutive and are therefore not included in the computation of diluted earnings per share for the three months ended March 31, 2013.

The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share. The conversion of the convertible notes payable (Note 9) is not included in the computation of basic and diluted earnings per share as such conversion, based on the current market price of the Common Shares, would be settled with cash.

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated:

 
Three Months Ended
 
March 31,
(dollars in thousands, except per share amounts)
2014
 
2013
Numerator
 
 
 
Income from continuing operations
$
21,595

 
$
9,590

Less: net income attributable to participating securities
392

 
172

Income from continuing operations, net of income attributable to participating securities
21,203

 
9,418

 
 
 
 
Denominator
 

 
 

Weighted average shares for basic earnings per share
55,953

 
53,437

Effect of dilutive securities:
 

 
 

Employee Restricted Share Units and share options
40

 
60

 Convertible Preferred OP Units
25

 

Denominator for diluted earnings per share
56,018

 
53,497

 
 
 
 
Basic earnings per Common Share from continuing operations attributable to Common Shareholders
$
0.38

 
$
0.18

Diluted earnings per Common Share from continuing operations attributable to Common Shareholders
$
0.38

 
$
0.18

    



9

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

3.
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

During the first quarter 2014, the Company issued 1.1 million Common Shares under its at-the-market ("ATM") program, generating gross proceeds of $27.8 million and net proceeds of $27.5 million.

The net proceeds from the Company's ATM equity programs have been, and will be, used by the Company primarily to fund acquisitions directly in the Core Portfolio and through its capital contributions to the Funds.

Noncontrolling interests represent the portion of equity in entities consolidated in the accompanying consolidated financial statements that the Company does not own. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity, separately from shareholders' equity and include third party interests in the Company’s Funds and other entities. It also includes interests in the Operating Partnership which represent (i) the limited partners’ 1,457,467 Common OP Units at both March 31, 2014 and December 31, 2013; (ii) 188 Series A Preferred OP Units at March 31, 2014 and December 31, 2013; and (iii) 738,367 and 496,047 LTIP Units at March 31, 2014 and December 31, 2013, respectively.

4.
ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS

Acquisitions

During 2014, the Company acquired the following properties through its Core Portfolio and Fund IV as follows:

Core Portfolio

(dollars in millions)
 
 
 
 
 
 
Property
GLA
Percent Owned
Type
Month of Acquisition
Purchase Price
Location
11 E Walton
6,738

100
%
Street Retail
January
$
44.0

Chicago, IL
61 Main Street
3,400

100
%
Street Retail
February
7.3

Westport, CT
865 W North Avenue
16,000

100
%
Street Retail
March
14.8

Chicago, IL
252-256 Greenwich Avenue
9,172

100
%
Street Retail
March
24.5

Greenwich, CT
Total
35,310

 
 
 
$
90.6

 

The Company expensed $0.7 million of acquisition costs for the three months ended March 31, 2014 related to the Core Portfolio.

Fund IV

(dollars in millions)
 
 
 
 
 
 
Property
GLA
Percent Owned
Type
Month of Acquisition
Purchase Price
Location
Broughton Street Portfolio
55,565

50
%
Street Retail
March
$
4.9

Savannah, GA
Total
55,565

 
 
 
$
4.9

 

The Company expensed $0.4 million of acquisition costs for the three months ended March 31, 2014 related to Fund IV.


10

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


4.    ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS (continued)

Acquisitions (continued)

Purchase Price Allocations

The above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and liabilities based on their estimated fair values at the dates of acquisition. The preliminary measurements of fair value reflected below are subject to change. The Company expects to finalize the valuations and complete the purchase price allocations within one year from the dates of acquisition.

The following table summarizes the Company's preliminary allocations of the purchase prices of assets acquired and liabilities assumed during 2014 which have yet to be finalized:

(dollars in thousands)
Preliminary Purchase Price Allocations
Land
$
23,865

Buildings and improvements
71,586

Total consideration
$
95,451


During 2013, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired based on provisional measurements of fair value. During 2014, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. The following table summarizes the preliminary allocations of the purchase prices of these properties as recorded as of December 31, 2013, and the finalized allocations as adjusted as of March 31, 2014:

(dollars in thousands)
Purchase Price Allocations as Originally Reported
Adjustments
Finalized Purchase Price Allocations
Land
$
22,182

$
(605
)
$
21,577

Buildings and improvements
84,061

(7,514
)
76,547

Acquisition-related intangible assets (in Acquired lease intangibles, net)

9,092

9,092

Acquisition-related intangible liabilities (in Acquired lease intangibles, net)

(973
)
(973
)
Total consideration
$
106,243

$

$
106,243


Dispositions

During March 2014, the Company's Walnut Hill property, which was subject to $22.9 million of non-recourse debt was foreclosed upon by the lender, resulting in a $12.4 million gain.


11

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


4.    ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS (continued)

Discontinued Operations

Prior to the Company's adoption of ASU 2014-08, it reported properties held for sale or sold during the periods presented as discontinued operations. The results of discontinued operations are reflected as a separate component within the accompanying Consolidated Balance Sheets and Consolidated Statements of Income for all periods presented. As of March 31, 2014, one of the properties within the Funds was held for sale and, as it was previously reported as a discontinued operation, is reflected as such.

The combined assets and liabilities and the results of operations of the properties classified as discontinued operations are summarized for each period presented as follows:

(dollars in thousands)
 
 

 
 
BALANCE SHEETS
 
March 31, 2014
 
December 31, 2013
ASSETS
 
 

 
 
Net real estate
 
$
18,048

 
$
17,991

Rents receivable, net
 
33

 
565

Deferred charges, net
 
38

 
38

Prepaid expenses and other assets
 
243

 
1,840

Total assets of discontinued operations
 
$
18,362

 
$
20,434

LIABILITIES
 
 

 
 
Accounts payable and accrued expenses
 
$
104

 
$
1,473

Other liabilities
 
2

 
1,034

Total liabilities of discontinued operations
 
$
106

 
$
2,507


 
Three Months Ended
(dollars in thousands) 
March 31,
STATEMENT OF INCOME
2013
Total revenues
$
6,180

Total expenses
4,556

Operating income
1,624

Income from discontinued operations attributable to noncontrolling interests
(1,591
)
Income from discontinued operations attributable to Common Shareholders
$
33





12

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


5.
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Core Portfolio

The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York ("Crossroads"), a 50% interest in an approximately 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio") and a 22.22% interest in an approximately 20,000 square foot retail property located in Wilmington, Delaware ("Route 202 Shopping Center"). These investments are accounted for under the equity method.

Funds

RCP Venture

The Funds, together with two unaffiliated partners formed an investment group, the RCP Venture, for the purpose of making investments in surplus or underutilized properties owned by retailers and, in some instances, the retailers' operating company. The RCP Venture is neither a single entity nor a specific investment and the Company has no control or rights with respect to the formation and operation of these investments. The Company has made these investments through its subsidiaries, Mervyns I, Mervyns II and Fund II, (together the "Acadia Investors"), all on a non-recourse basis. Through March 31, 2014, the Acadia Investors have made investments in Mervyns Department Stores ("Mervyns") and Albertsons including additional investments in locations that are separate from these original investments ("Add-On Investments"). Additionally, they have invested in Shopko, Marsh and Rex Stores Corporation (collectively "Other RCP Investments"). The Company accounts for its investments in Mervyns and Albertsons on the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control. The Company accounts for its investments in its Add-On Investments and Other RCP Investments on the cost method as it does not have any influence over such entities' operating and financial policies nor any rights with respect to the control and operation of these entities. During the three months ended March 31, 2014, the Company received distributions from Rex Stores of $1.2 million of which the Operating Partnership's share was $0.2 million.

The following table summarizes activity related to the RCP Venture investments from inception through March 31, 2014:
(dollars in thousands)
 
Investment Group Share
 
Operating Partnership Share
Investment
Year Acquired
Invested
Capital
and Advances
 
 
Distributions
 
Invested
Capital
and Advances
 
 
Distributions
Mervyns
2004
$
26,058

 
$
46,916

 
$
4,901

 
$
11,451

Mervyns Add-On investments
2005/2008
7,547

 
5,935

 
1,252

 
1,321

Albertsons
2006
20,717

 
81,594

 
4,239

 
16,318

Albertsons Add-On investments
2006/2007
2,416

 
4,864

 
388

 
972

Shopko
2006
1,108

 
2,460

 
222

 
492

Marsh and Add-On investments
2006/2008
2,667

 
2,639

 
533

 
528

Rex Stores
2007
2,701

 
1,956

 
535

 
392

 
 
$
63,214

 
$
146,364

 
$
12,070

 
$
31,474


Other Fund Investments

During the first quarter of 2014, Fund IV, entered into a joint venture ("Broughton Street Portfolio") with an unaffiliated entity, to acquire and operate properties located in Savannah, Georgia. Fund IV invested $6.3 million of equity and made a loan commitment of up to $29.4 million of which $15.3 million was funded to the joint venture as of March 31, 2014. As of March 31, 2014, the joint venture had acquired four properties for an aggregate purchase price of $4.9 million.

The unaffiliated partners for Fund II's investment in Albee Tower I Owners, Fund III's investments in Lincoln Road, Parkway Crossing, Arundel Plaza and the White City Shopping Center as well as Fund IV's investments in Lincoln Road, 1701 Belmont Avenue, 2819 Kennedy Boulevard, Promenade at Manassas and the Broughton Street Portfolio maintain control over these entities. The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control.


13

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


5.
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (continued)

Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required. The Company accounts for this investment using the equity method of accounting.

Summary of Investments in Unconsolidated Affiliates

The following Combined and Condensed Balance Sheets and Statements of Income, summarize the financial information of the Company’s investments in unconsolidated affiliates:

(dollars in thousands)
March 31,
2014
 
December 31,
2013
Combined and Condensed Balance Sheets
 
 
 
Assets
 
 
 
Rental property, net
$
385,592

 
$
380,268

Real estate under development
30,187

 
5,573

Investment in unconsolidated affiliates
21,394

 
63,745

Other assets
67,570

 
66,895

Total assets
$
504,743

 
$
516,481

Liabilities and partners’ equity
 

 
 

Mortgage notes payable
$
299,210

 
$
265,982

Other liabilities
46,143

 
43,733

Partners’ equity
159,390

 
206,766

Total liabilities and partners’ equity
$
504,743

 
$
516,481

Company’s investment in and advances to unconsolidated affiliates
$
178,068

 
$
181,322

Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates
$
(8,670
)
 
$
(8,701
)


 
Three Months Ended
(dollars in thousands)
March 31,
2014
 
March 31,
2013
Combined and Condensed Statements of Income
 
 
 
Total revenues
$
12,105

 
$
10,999

Operating and other expenses
(3,815
)
 
(4,281
)
Interest and other finance expense
(2,524
)
 
(2,031
)
Equity in losses of unconsolidated affiliates
(328
)
 
(711
)
Depreciation and amortization
(2,706
)
 
(2,081
)
Loss on debt extinguishment
(187
)
 

Net income
$
2,545

 
$
1,895

 
 
 
 
Company’s share of net income
$
3,127

 
$
2,348

Amortization of excess investment
(98
)
 
(98
)
Company’s equity in earnings of unconsolidated affiliates
$
3,029

 
$
2,250




14

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


6.
NOTES RECEIVABLE AND PREFERRED EQUITY INVESTMENTS, NET

As of March 31, 2014, the Company’s notes receivable, net, aggregated $119.6 million, and were collateralized either by the underlying properties, the borrowers' ownership interests in the entities that own the properties and/or by the borrowers' personal guarantee subject, as applicable, to senior liens, as follows:
(dollars in thousands)
 
 
 
Note description
Effective interest rate (1)
First Priority liens
Net Carrying Amounts of Notes Receivable as of March 31, 2014
 
Net Carrying Amounts of Notes Receivable as of December 31, 2013
Maturity date
First Mortgage Loan
8.0%

$

 
$
6,400

Demand
Mezzanine Loan 2
10.0%
89,566

9,089

 
9,089

Demand
First Mortgage Loan
11.0%

42,000

 
42,000

Demand
Zero Coupon Loan 3
24.0%
166,200

4,570

 
4,431

1/3/2016
Mezzanine Loan
15.0%

30,879

 
30,879

11/9/2020
Mezzanine Loan 4
15.0%
17,298

3,834

 
3,834

Upon Capital Event
Mezzanine Loan
8.1%

13,000

 
13,000

9/1/2017
Construction Loan
7.0%

12,000

 
12,000

1/1/2015
Individually less than 3% 5
2.8% to 12.0%
20,855

4,267

 
5,023

12/31/14 to Capital Event
Total
 
 
$
119,639

 
$
126,656

 
Notes:

(1) The effective interest rate includes origination and exit fees
(2) Comprised of three cross-collateralized loans from one borrower, which are non-performing
(3) The principal balance for this accrual only loan is increased by the interest accrued
(4) Non-performing loan
(5) Consists of three loans, one of which is non-performing with a face value of $3.0 million, of which $2.0 million has been reserved

During January 2014, the Company received a repayment of $6.4 million, representing the full principal amount on a note receivable.

During January 2014, the Company also received a payment of $1.4 million for a mezzanine loan with a face value of $3.5 million and a carrying value, net of reserves, of $0.7 million. The Company recognized income of approximately $0.7 million relating to the payoff, which is included in Other income on the accompanying 2014 Consolidated Statement of Income.

The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company's loan in relation to other debt secured by the collateral and the prospects of the borrower. As of March 31, 2014, the Company held five non-performing notes aggregating $15.9 million for which payment was delinquent. Based primarily on the indicators noted above, the Company has established a reserve of $2.0 million as of March 31, 2014 related to these notes. The following table reconciles the allowance for notes receivable from December 31, 2013 to March 31, 2014:


15

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


6.
NOTES RECEIVABLE AND PREFERRED EQUITY INVESTMENTS, NET (continued)
(dollars in thousands)
Allowance for Notes Receivable
Balance at December 31, 2013
$
3,681

Additional reserves

Recoveries
(1,688
)
Charge-offs and reclassifications

Balance at March 31, 2014
$
1,993


7.
DERIVATIVE FINANCIAL INSTRUMENTS

As of March 31, 2014, the Company's derivative financial instruments consisted of 11 interest rate swaps with an aggregate notional value of $178.0 million, which effectively fix LIBOR at rates ranging from 0.70% to 3.77% and mature between May 2015 and April 2023. The Company also has four derivative financial instruments with a notional value of $140.4 million which cap LIBOR at rates ranging from 3.0% to 4.3% and mature between July 2015 and April 2018. The fair value of these derivative instruments, included in Other liabilities in the Consolidated Balance Sheets, totaled $2.5 million and $2.0 million at March 31, 2014 and December 31, 2013, respectively. The fair value of these derivative instruments, included in Prepaid expenses and other assets in the Consolidated Balance Sheets, totaled $2.0 million and $3.1 million at March 31, 2014 and December 31, 2013, respectively. The notional value does not represent exposure to credit, interest rate, or market risks.

These derivative instruments have been designated as cash flow hedges and hedge the future cash outflows of variable-rate interest payments on mortgage debt. Such instruments are reported at the fair value stated above. As of March 31, 2014 and December 31, 2013, unrealized (losses) and income totaling $(0.4) million and $1.1 million, respectively, were reflected in Accumulated other comprehensive (loss) income on the Consolidated Balance Sheets.

As of March 31, 2014 and December 31, 2013, no derivatives were designated as fair value hedges, hedges of net investments in foreign operations or considered to be ineffective. Additionally, the Company does not use derivatives for trading or speculative purposes.

8.
MORTGAGE AND OTHER NOTES PAYABLE

The Company completed the following transactions related to mortgage and other notes payable and credit facilities during the three months ended March 31, 2014:

During the three months ended March 31, 2014, the Company borrowed $15.0 million on its unsecured credit facility.

During January 2014, the Company drew the remaining $1.5 million on its loan collateralized by a property. The loan bears interest at LIBOR plus 225 basis points and matures on November 10, 2015.

During January 2014, the Company borrowed $45.0 million on its loan collateralized by a property. The loan bears interest at LIBOR plus 165 basis points and matures on June 28, 2018.

During February 2014, the Company refinanced a $20.9 million loan collateralized by a property, bearing interest at LIBOR plus 225 basis points, with a new $24.5 million loan. The new loan bears interest at LIBOR plus 155 basis points and matures on February 28, 2016. In connection with this refinancing, the Company expensed $0.2 million in unamortized loan costs relating to the original loan.




16

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

8.
MORTGAGE AND OTHER NOTES PAYABLE (continued)

During February 2014, the Company borrowed $21.6 million on its Fund IV subscription line. In March 2014, the Company paid down $16.7 million. The outstanding balance under this facility is $73.7 million as of March 31, 2014.

During March 2014, the Company closed on two loans aggregating $9.0 million that are collateralized by a property. The loans bear interest at a blended rate of LIBOR plus 188 basis points and mature on March 7, 2017, and each have two one-year extension options.

During March 2014, the Company closed on a $12.6 million loan collateralized by a property. The loan bears interest at LIBOR plus 170 basis points and matures on February 20, 2019.

As of March 31, 2014, $198.5 million of funds have been released under the Company's EB-5 loan relating to its City Point project into a restricted cash account. $103.8 million has been drawn to fund construction activities, with $94.7 million remaining in the restricted cash account at March 31, 2014.


9.
CONVERTIBLE NOTES PAYABLE

In December 2006 and January 2007, the Company issued convertible notes totaling $115.0 million that have a fixed interest rate of 3.75% and are due in 2026 (the "Convertible Notes"). The Convertible Notes were issued at par and require interest payments semi-annually in arrears on June 15th and December 15th of each year. The Convertible Notes are unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness. The Convertible Notes have an effective interest rate of 6.03%, after giving effect to the accounting treatment required by ASC Topic 470-20, "Debt with Conversion and Other Options." Holders of the Convertible Notes may require the Company to repurchase the Convertible Notes at par on December 15, 2016 and December 15, 2021. Through March 31, 2014, the Company had re-purchased $114.6 million in principal amount of its Convertible Notes, and the remaining outstanding balance is $0.4 million.




17

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

10.    FAIR VALUE MEASUREMENTS

The FASB's fair value measurements and disclosure guidance requires the valuation of certain of the Company's financial assets and liabilities, based on a three-level fair value hierarchy. Market value assumptions obtained from sources independent of the Company are observable inputs that are classified within Levels 1 and 2 of the hierarchy, and the Company's own assumptions about market value assumptions are unobservable inputs classified within Level 3 of the hierarchy.

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2014:
(dollars in thousands)
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
Derivative financial instruments (Note 7)
$

 
$
2,041

 
$

Liabilities
 
 
 
 
 
Derivative financial instruments (Note 7)
$

 
$
2,532

 
$


In addition to items that are measured at fair value on a recurring basis, the Company also has assets and liabilities on its consolidated balance sheet that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the table above. Assets and liabilities that are measured at fair value on a nonrecurring basis include assets acquired and liabilities assumed in business combinations (Note 4).

Financial Instruments

Certain of the Company’s assets and liabilities meet the definition of financial instruments. Except as disclosed below, the carrying amounts of these financial instruments approximate their fair values.

The Company has determined the estimated fair values of the following financial instruments within Level 2 of the hierarchy by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date:
(dollars in thousands)
March 31, 2014
 
December 31, 2013
 
Carrying
Amount
 
Estimated Fair Value
 
Carrying
Amount
 
Estimated Fair Value
Notes Receivable and Preferred Equity Investments
$
119,639

 
$
119,639

 
$
126,656

 
$
126,656

Mortgage, Convertible Notes and Other Notes Payable
$
1,108,684

 
$
1,126,650

 
$
1,039,997

 
$
1,056,457


11.
RELATED PARTY TRANSACTIONS

The Company earned property management fees, construction, legal and leasing fees from its investments in unconsolidated affiliates totaling $0.01 million for the three months ended March 31, 2013.

Lee Wielansky, the Lead Trustee of the Company, was paid a consulting fee of $25,000 for the three months ended March 31, 2013. The consulting agreement was terminated as of December 31, 2013.



18

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

12.
SEGMENT REPORTING

The Company has three reportable segments: Core Portfolio, Funds and Structured Financing. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Investments in the Core Portfolio are typically held long-term. Given the contemplated finite life of the Funds, these investments are typically held for shorter terms. Fees earned by the Company as the general partner/managing member of the Funds are eliminated in the Company's consolidated financial statements. The following tables set forth certain segment information for the Company, reclassified for discontinued operations, as of and for the three months ended March 31, 2014 and 2013 and does not include unconsolidated affiliates:

Three Months Ended March 31, 2014
(dollars in thousands)
 
Core Portfolio
 
Funds
 
Structured Financing
 
Total
Revenues
 
$
30,149

 
$
12,642

 
$
3,894

 
$
46,685

Property operating expenses, other operating and real estate taxes
 
(7,906
)
 
(5,575
)
 

 
(13,481
)
General and administrative expenses
 
(6,413
)
 
(483
)
 

 
(6,896
)
Depreciation and amortization
 
(8,333
)
 
(3,254
)
 

 
(11,587
)
Operating income
 
7,497

 
3,330

 
3,894

 
14,721

Equity in earnings of unconsolidated affiliates
 
95

 
2,934

 

 
3,029

Loss on debt extinguishment
 

 
(203
)
 

 
(203
)
Gain on disposition of property
 
12,387

 

 

 
12,387

Interest and other finance expense
 
(7,200
)
 
(3,451
)
 

 
(10,651
)
Income tax provision
 
(104
)
 
(64
)
 

 
(168
)
Income from continuing operations
 
12,675

 
2,546

 
3,894

 
19,115

Noncontrolling interests
 
 
 
 
 
 
 
 
(Income) loss from continuing operations
 
(419
)
 
2,899

 

 
2,480

Net income attributable to Common Shareholders
 
$
12,256

 
$
5,445

 
$
3,894

 
$
21,595

 
 
 
 
 
 
 
 
 
Real Estate at Cost
 
$
1,128,790

 
$
794,120

 
$

 
$
1,922,910

Total Assets
 
$
1,101,385

 
$
1,124,838

 
$
119,639

 
$
2,345,862

Acquisition of Real Estate
 
$
90,500

 
$

 
$

 
$
90,500

Investment in Redevelopment and Improvements
 
$
1,428

 
$
36,077

 
$

 
$
37,505



19

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

12.
SEGMENT REPORTING (continued)

Three Months Ended March 31, 2013
(dollars in thousands)
 
Core Portfolio
 
Funds
 
Structured Financing
 
Total
Revenues
 
$
26,478

 
$
12,913

 
$
2,898

 
$
42,289

Property operating expenses, other operating and real estate taxes
 
(6,873
)
 
(4,110
)
 

 
(10,983
)
General and administrative expenses
 
(5,481
)
 
(145
)
 

 
(5,626
)
Depreciation and amortization
 
(6,389
)
 
(2,840
)
 

 
(9,229
)
Operating income
 
7,735

 
5,818

 
2,898

 
16,451

Equity in (losses) earnings of unconsolidated affiliates
 
(5
)
 
2,255

 

 
2,250

Interest and other finance expense
 
(6,157
)
 
(3,128
)
 

 
(9,285
)
Income tax benefit
 
92

 
47

 

 
139

Income from continuing operations
 
1,665

 
4,992

 
2,898

 
9,555

Discontinued operations
 
 
 
 
 
 
 
 
Operating income from discontinued operations
 
101

 
1,523

 

 
1,624

Net income
 
1,766

 
6,515

 
2,898

 
11,179

Noncontrolling interests
 
 
 
 
 
 
 
 
Loss (income) from continuing operations
 
304

 
(269
)
 

 
35

Income from discontinued operations
 
(40
)
 
(1,551
)
 

 
(1,591
)
Net loss (income) attributable to noncontrolling interests
 
264

 
(1,820
)
 

 
(1,556
)
Net income attributable to Common Shareholders
 
2,030

 
4,695

 
2,898

 
9,623

 
 
 
 
 
 
 
 
 
Real Estate at Cost
 
$
956,647

 
$
586,643

 
$

 
$
1,543,290

Total Assets
 
$
1,075,253

 
$
1,115,249

 
$
105,367

 
$
2,295,869

Acquisition of Real Estate
 
$
86,600

 
$

 
$

 
$
86,600

Investment in Redevelopment and Improvements
 
$
456

 
$
17,485

 
$

 
$
17,941





20

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

13.
LONG-TERM INCENTIVE COMPENSATION

On February 28, 2014, the Company issued a total of 326,230 LTIP Units and 918 Restricted Share Units to officers of the Company and 10,527 Restricted Share Units to other employees of the Company pursuant to its Amended and Restated 2006 Share Incentive Plan (the "Share Incentive Plan"). Vesting with respect to these awards is generally recognized ratably over the five annual anniversaries following the issuance date. Vesting with respect to 16% of the awards issued to officers is also generally subject to achieving certain Company performance measures. Unvested LTIP Units provide for non-forfeitable rights to dividend equivalent payments (Note 2).

On March 31, 2014 , the Company entered into an Amended and Restated Employment Agreement with Kenneth Bernstein, Chief Executive Officer, and issued an additional 114,198 LTIP Units which are subject to a five-year vesting period.

These awards were measured at their fair value as if they were vested on the grant date. Fair value was established as the market price of the Company's Common Shares as of the close of trading on the day preceding the grant date. The total value of the above Restricted Share Units and LTIP Units as of their respective grant dates was $11.9 million, of which $0.5 million was recognized as compensation expense in 2013, and $11.4 million will be recognized as compensation expense over the vesting period. Compensation expense of $0.4 million has been recognized in the accompanying consolidated statements of income related to these awards for the three months ended March 31, 2014.

Total long-term incentive compensation expense, including the expense related to the above-mentioned plans, was $1.4 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively.

In 2009, the Company adopted the Long Term Investment Alignment Program (the "Program") pursuant to which the Company may award units primarily to senior executives which would entitle them to receive up to 25% of any future Fund III Promote or Fund IV Promote when and if such Promotes are ultimately realized. The Company has awarded all of the units under the Program related to the Fund III Promote and 10% of the units related to the Fund IV Promote. These units were determined to have no value at issuance or as of March 31, 2014. In accordance with ASC Topic 718, "Compensation - Stock Compensation," compensation relating to these awards will be recorded based on the change in the estimated fair value at each reporting period.

14.    SUBSEQUENT EVENTS

During April 2014, Fund III completed the disposition of its Sheepshead Bay property located in Brooklyn, New York, for a sales price of $20.2 million.

During April 2014, Fund IV completed the acquisition of eight additional properties in its Broughton Street Portfolio for an aggregate purchase price of $13.8 million.

During April 2014, the Company completed the acquisition of the retail condominium units in 152-154 Spring Street, located in Manhattan, New York, for a purchase price of $38.0 million. In consideration for this investment, the Company canceled $38.0 million of a $42.0 million note receivable from the sellers. Simultaneously with this transaction, the Company sold a 10% interest in this investment for $3.8 million.

During April 2014, the Company issued a $13.0 million note receivable collateralized by a property. This loan has an effective interest rate of 12.7% and matures October 3, 2015.

During April 2014, the Company received the full payment on two outstanding non-performing notes receivable as well as all accrued interest. The $10.3 million payment consisted of $6.8 million in principal and $3.5 million in accrued interest. The notes had an aggregate carrying value at March 31, 2014 of $4.8 million.

21


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is based on our consolidated financial statements as of March 31, 2014 and 2013 and for each of the three months then ended. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto ("Notes to Consolidated Financial Statements").

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results performance or achievements expressed or implied by such forward-looking statements. Such factors are set forth under the heading "Item 1A. Risk Factors" in our Form 10-K for the year ended December 31, 2013 (our "2013 Form 10-K") and include, among others, the following: general economic and business conditions, including the current post-recessionary period, which will, among other things, affect demand for rental space, the availability and creditworthiness of prospective tenants, lease rents and the availability of financing; adverse changes in our real estate markets, including, among other things, competition with other companies; risks of real estate development, acquisition and investment; risks related to our use of leverage; demands placed on our resources due to the growth of our business; risks related to operating through a partnership structure; our limited control over joint venture investments; the risk of loss of key members of management; uninsured losses; REIT distribution requirements and ownership limitations; concentration of ownership by certain institutional investors; governmental actions and initiatives; and environmental/safety requirements. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-Q.

OVERVIEW

Our primary business objective is to acquire and manage commercial retail properties that will provide cash for distributions to shareholders while also creating the potential for capital appreciation to enhance investor returns. We focus on the following fundamentals to achieve this objective:

Own and operate a Core Portfolio of high-quality retail properties located in key street and urban retail corridors as well as suburban locations within high-barrier-to-entry, supply constrained, densely-populated metropolitan areas and create value through accretive redevelopment and re-anchoring activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the industry asset class.

Generate additional external growth through an opportunistic yet disciplined acquisition program through our Funds. We target transactions with high inherent opportunity for the creation of additional value through:

value-add investments in high-quality urban and/or street retail properties with re-tenanting or repositioning opportunities,
opportunistic acquisitions of well-located real estate anchored by distressed retailers or by motivated sellers and
opportunistic purchases of debt which may include restructuring or the opportunity to convert the investment into an equity interest.

These may also include joint ventures with private equity investors for the purpose of making investments in operating retailers with significant embedded value in their real estate assets.

Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.

As of March 31, 2014, we operated 119 properties, which we own or have an ownership interest in, within our Core Portfolio and Funds. These properties primarily consist of urban/street retail, dense suburban neighborhood and community shopping centers and mixed-use properties with a strong retail component. The properties we operate are located primarily along the East Coast and in Chicago.


22


Core Portfolio

Our Core Portfolio consists of those properties we either 100% own, or partially own in joint ventures, through the Operating Partnership, or subsidiaries thereof, not including those properties owned through our Funds. There are 80 properties in our Core Portfolio totaling 5.1 million square feet. As of March 31, 2014, the Core Portfolio physical occupancy was 95.6% and leased occupancy, which includes executed leases for which rent has not yet commenced, was 96.8%.

Funds

Fund I has three properties totaling 0.1 million square feet.
Fund II has five properties, three of which (representing 0.3 million square feet) are operating, one of which is under construction, and one of which is in the design phase.
Fund III has 16 properties, 12 of which (representing 1.7 million square feet) are operating and four of which are in various stages of redevelopment.
Fund IV has 15 properties, nine of which (representing 0.7 million square feet) are operating and six of which are in the design phase.

The majority of our operating income is derived from rental revenues from properties, including recoveries of operating expenses from tenants, offset by operating and overhead expenses. As our RCP Venture invests in operating companies, we consider these investments to be private-equity style, as opposed to solely real estate, investments. Since these are not generally traditional investments in operating rental real estate but investments in operating businesses, the Operating Partnership principally invests in these through a taxable REIT subsidiary ("TRS").

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no material changes to the items that we disclosed as our critical accounting policies under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our 2013 Form 10-K, with the exception of the early adoption of ASU 2014-08.

RESULTS OF OPERATIONS
A discussion of the significant variances and primary factors contributing thereto within our results of operations are addressed below. Where there were no significant variances from period to period, the information in the following tables is presented without further discussion:

Comparison of the three months ended March 31, 2014 ("2014") to the three months ended March 31, 2013 ("2013")

(dollars in millions)
2014
2013
Revenues
Core
Portfolio
Funds
Structured Financing
Core
Portfolio
Funds
Structured Financing
Rental income
$
24.3

$
9.5

$

$
20.8

$
8.0

$

Interest income


3.2



2.9

Expense reimbursements
5.8

3.0


5.0

2.3


Other
0.1

0.1

0.7

0.7

2.6


Total revenues
$
30.2

$
12.6

$
3.9

$
26.5

$
12.9

$
2.9


Rental income in the Core Portfolio increased $3.5 million primarily as a result of additional rents of (i) $2.3 million following the acquisitions of 664 North Michigan Avenue, 8-12 East Walton, 3200-3204 M Street, 868 Broadway, 313-315 Bowery, and 120 West Broadway ("2013 Core Acquisitions"), (ii) $0.5 million following the acquisitions of 11 East Walton, 61 Main Street, and

23


865 W. North Avenue. ("2014 Core Acquisitions") and (iii) $0.7 million as a result of leasing activities within the Core Portfolio. Rental income in the Funds increased $1.5 million primarily as a result of additional rents from the acquisitions of Paramus Plaza, 1151 Third Avenue, Lake Montclair, and 938 West North Avenue ("2013 Fund Acquisitions"). Other income in the Funds decreased by $2.5 million primarily as a result of the collection of a note receivable during 2013, which had been previously written off. Other income in Structured Financing increased $0.7 million as a result of the collection of a note that had been reserved prior to 2014.

(dollars in millions)
2014
2013
Operating Expenses 
Core
Portfolio
Funds
Structured Financing
Core
Portfolio
Funds
Structured Financing
Property operating
$
4.0

$
3.1

$

$
3.0

$
1.5

$

Other operating
0.5

0.2


0.7

0.8


Real estate taxes
3.4

2.3


3.2

1.8


General and administrative
6.4

0.5


5.5

0.1


Depreciation and amortization
8.3

3.3


6.4

2.8


Total operating expenses
$
22.6

$
9.4

$

$
18.8

$
7.0

$


Property operating expenses in the Core Portfolio increased $1.0 million primarily as a result of the 2013 and 2014 Core Acquisitions, as well as increased snow related expenses during 2014. Property operating expenses in the Funds increased $1.6 million primarily as a result of the 2013 Fund Acquisitions, and increased snow related expenses during 2014.

Depreciation and amortization in the Core Portfolio increased $1.9 million primarily as a result of the 2013 and 2014 Core Acquisitions.

(dollars in millions)
2014
2013
Other
Core
Portfolio
Funds
Structured Financing
Core
Portfolio
Funds
Structured Financing
Equity in earnings of unconsolidated affiliates
$
0.1

$
2.9

$

$

$
2.3

$

Loss on debt extinguishment

(0.2
)




Gain on disposition of property
12.4






Interest and other finance expense
(7.2
)
(3.5
)

(6.2
)
(3.1
)

Income tax benefit (provision)
(0.1
)
(0.1
)

0.1



Income from discontinued operations



0.1

1.5


Net loss (income) attributable to noncontrolling interests -
 
 
 
 
 
 
  - Continuing operations
(0.4
)
2.9


0.3

(0.3
)

  - Discontinued operations




(1.6
)


Gain on disposition of property in the Core Portfolio represents the gain on the foreclosure of the Walnut Hill Plaza (See Note 4).

Interest expense in the Core Portfolio increased $1.0 million. $1.8 million related to higher average outstanding borrowings. This was offset by lower average interest rates during 2014.

Income from discontinued operations represents activity related to properties sold during 2013.

Net loss (income) attributable to noncontrolling interests - Continuing operations and Discontinued operations primarily represents the noncontrolling interests' share of all the Funds' variances discussed above.


24



CORE PORTFOLIO PERFORMANCE

The following discussion of net property operating income ("NOI") and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our Core Portfolio. Our Funds invest primarily in properties that typically require significant leasing and redevelopment. Given that the Funds are finite-life investment vehicles, these properties are sold following stabilization. For these reasons, we believe NOI and rent spreads are not meaningful measures for our Fund investments.

NOI represents property revenues less property expenses. We consider NOI and rent spreads on new and renewal leases for our Core Portfolio to be appropriate supplemental disclosures of portfolio operating performance due to their widespread acceptance and use within the REIT investor and analyst communities. NOI and rent spreads on new and renewal leases are presented to assist investors in analyzing our property performance, however, our method of calculating these may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

Net Property Operating Income

NOI is determined as follows:

(dollars in millions)
 
 
 
 
Reconciliation of Consolidated Operating Income to NOI - Core Portfolio
 
 
Three Months Ended
March 31,
 
 
2014
 
2013
Consolidated Operating Income
 
$
14.7

 
$
16.5

Add back:
 
 
 
 
  General and administrative
 
6.9

 
5.6

  Depreciation and amortization
 
11.6

 
9.2

Less:
 
 
 
 
  Interest income
 
(3.2
)
 
(2.9
)
  Straight-line rent and other adjustments
 
(1.7
)
 
2.9

Consolidated NOI
 
28.3

 
31.3

Noncontrolling interest in consolidated NOI
 
(8.6
)
 
(13.0
)
Less: Operating Partnership's interest in Fund NOI included above
 
(1.4
)
 
(2.4
)
Add: Operating Partnership's share of unconsolidated joint ventures NOI 1
 
0.9

 
0.7

Core Portfolio NOI
 
$
19.2

 
$
16.6


Note:

(1) Does not include the Operating Partnership's share of NOI from unconsolidated joint ventures within the Funds

Same-store NOI includes properties in our Core Portfolio that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, and redeveloped during these periods. We define a redevelopment property as an asset that is being repositioned in its market or undergoing significant renovation. Redevelopment activities involve taking a substantial portion of leasable space temporarily out of service and typically include structural work, demising of existing space and/or facade renovation. The following table summarizes same-store NOI for our Core Portfolio for the three months ended March 31, 2014 and 2013:


25


Reconciliation of Core Portfolio NOI to Same-Store NOI
 
 
 
 
 
 
 
Three Months Ended
March 31,
(dollars in millions)
 
2014
 
2013
Core Portfolio NOI - Continuing Operations
 
$
19.2

 
$
16.6

Less properties excluded from Same-Store NOI
 
(3.3
)
 
(1.4
)
Same-Store NOI
 
$
15.9

 
$
15.2

 
 
 
 
 
Percent change from 2013
 
4.3
%
 
 
 
 
 
 
 
Components of Same-Store NOI
 
 
 
 
Same-Store Revenues
 
$
21.8

 
$
20.6

Same-Store Operating Expenses
 
5.9

 
5.4

Same-Store NOI
 
$
15.9

 
$
15.2


The 4.3% increase in Same Store NOI in the Core Portfolio was primarily attributable to contractual rent increases and occupancy gains.

The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on leases executed within our Core Portfolio during the three months ended March 31, 2014. Cash basis represents a comparison of rent most recently paid on the previous lease as compared to the initial rent paid on the new lease. Straight-line basis represents a comparison of rents as adjusted for contractual escalations, abated rent and lease incentives for the same comparable leases.
Rent Spreads on New and Renewal Leases - Core Portfolio
 
Three Months Ended
 
March 31, 2014
Core Portfolio New and Renewal Leases
Cash Basis
 
Straight-Line Basis (GAAP)
Number of new and renewal leases executed
6

 
6

Gross leasable area
23,939

 
23,939

New average base rent
$
67.78

 
$
77.54

Expiring average base rent
$
39.02

 
$
38.69

Percent growth in average base rent
73.7
%
 
100.4
%
Average cost per square foot (1)
$
129.89

 
$
129.89

Weighted average lease term (years)
9.7

 
9.7

Notes:
(1) The average cost per square foot includes tenant improvement costs, leasing commissions and tenant allowances.

FUNDS FROM OPERATIONS

Consistent with the National Association of Real Estate Investment Trusts ("NAREIT") definition, we define funds from operations ("FFO") as net income attributable to common shareholders (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciated property, plus depreciation and amortization, impairment of depreciable assets and after adjustments for unconsolidated partnerships and joint ventures.

We consider FFO to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO is presented to assist investors in analyzing our performance. It is helpful as it excludes various items included in net income that are not indicative of operating performance, such as gains

26


(losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. However, our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. FFO should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity.

The reconciliation of net income to FFO for the three months ended March 31, 2014 and 2013 is as follows:

 
Three Months Ended
 
March 31,
(amounts in millions, except per share amounts) 
2014
 
2013
Funds From Operations
 
 
 
Net income attributable to Common Shareholders
$
21.6

 
$
9.6

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests’ share)


 
 

Consolidated affiliates
8.1

 
6.7

Unconsolidated affiliates
0.7

 
0.4

Gain on sale (net of noncontrolling interests’ share)
 
 
 
Consolidated affiliates
(12.4
)
 

Unconsolidated affiliates

 

Impairment of asset

 

Income attributable to noncontrolling interests’ in Operating Partnership
0.9

 
0.1

Funds from operations
$
18.9

 
$
16.8

Funds From Operations per Share - Diluted
 

 
 

Weighted average number of Common Shares and OP Units
58.4

 
54.5

Diluted funds from operations, per share
$
0.32

 
$
0.31



USES OF LIQUIDITY

Our principal uses of liquidity are (i) distributions to our shareholders and OP unit holders, (ii) investments which include the funding of our capital committed to the Funds and property acquisitions and redevelopment/re-tenanting activities within our Core Portfolio, (iii) distributions to our Fund investors and (iv) debt service and loan repayments.

Distributions

In order to qualify as a REIT for Federal income tax purposes, we must currently distribute at least 90% of our taxable income to our shareholders. For the three months ended March 31, 2014, we paid dividends and distributions on our Common Shares, Common OP Units and LTIP Unit holders totaling $13.4 million, which were funded from the Operating Partnership's share of operating cash flow.

In addition, distributions of $25.4 million were made to noncontrolling interests in Fund III during the three months ended March 31, 2014. Of this, $1.9 million was made from operating cash flows and $23.5 million resulted from financing proceeds.

Distributions to other noncontrolling interests within Fund joint ventures totaled $7.0 million for the three months ended March 31, 2014, which were primarily the result of refinancing proceeds at Fund IV's Paramus Plaza investment.

Investments

Core Portfolio


27


Through April 30, 2014, we acquired five properties for an aggregate $128.5 million. See Note 4 to the Notes to Consolidated Financial Statements for a discussion of these investments.

Our Core Portfolio redevelopment and re-anchoring programs focus on selecting well-located street retail locations and dense suburban shopping centers and creating significant value through re-tenanting and property redevelopment. During 2013, we initiated the re-anchoring of a fo