Acadia Realty Trust
Annual Report 2006

Plain-text annual report

ENERGIZED MANAGEMENT TEAM 2006 Annual Report EXTERNAL GROWTH PLATFORM SOLID CORE PORTFOLIO STRONG BALANCE SHEET Acadia Realty Trust (NYSE:AKR), headquartered in White Plains, New York is a fully integrated, self-managed and self-administered equity Real Estate Investment Trust (“REIT”) focused primarily on the ownership, acquisition, redevelopment and management of retail properties, including neighborhood/community shopping centers and mixed-use properties with retail components. We currently operate 74 properties, which we own or have an ownership interest in, which are located primarily in the Northeast, Mid-Atlantic and Midwestern regions of the United States totaling approximately 10 million square feet. Financial Highlights In thousands 2006 2005 1 2004 1 2003 1 2002 1 Total Revenues $102,693 $100,806 $ 87,082 $ 82,791 $ 57,803 Funds from Operations 2 Real Estate Owned, $ 39,953 $ 35,842 $ 30,004 $ 27,664 $ 30,162 at Cost $677,238 $709,906 $599,558 $541,892 $375,149 Common Shares Outstanding Operating Partnership 32,133 31,758 31,341 27,409 25,257 Units Outstanding 642 653 392 1,139 3,163 1Pursuant to the provisions of Emerging Issues Task Force 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” we determined that we should report our investments in Acadia Strategic Opportunity Fund, LP, Acadia Strategic Opportunity Fund II, LLC, Acadia Mervyn Investors I, LLC and Acadia Mervyn Investors II, LLC on a consolidated basis rather than under the equity method of accounting, as we had previously reported such entities. We made an election to retrospectively adjust our historical financial information. In connection with the retrospective adjustment of our historical financial information, we reclassified certain properties which were sold subsequent to December 31, 2005 as discontinued operations. The amounts for 2002 through 2005 have been restated to reflect these adjustments. 2We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) 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 the operating performance, such as gains (or losses) from sales of property and depreciation and amortization. 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 gener- ated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It 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. Consistent with the NAREIT definition, we define FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciated property, plus depre- ciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Acadia Realty Trust 2006 Annual Report Page 1 Letter to Our Shareholders Dear Fellow Shareholder, 2006 has proven to be another outstanding year for Acadia. Although our primary focus was investing for future growth, we were still able to achieve a 9% increase in earnings, putting us well above the industry average for the REIT shopping center sector of 7%. create long-term value over the many different phases of the investment cycle, we believe a company must have the ability to add value, move quickly and operate entrepreneurially. Simply buying a property and count- ing on its value increasing is not strategic investing, it’s wishful thinking. Our five-year earnings growth has averaged a strong To understand what drives our strategy, one needs to 12% per year, further evidence of our ability to pro- appreciate the fascinating trends in both the real estate duce superior growth over an extended period of time. markets and the global capital markets. 2006 saw risk From a shareholder return perspective, we delivered a 29% total return last year, contributing to our five- year average annual return of 38% — making us one of the best performing shopping center REITs over that time period. While I am quite pleased with our earnings and stock performance, I am even more proud of the discipline and creativity with which we have executed our busi- ness plan. Most importantly, the seeds that we planted in 2006 should bear fruit for years to come. The past five years have been a great time to own real estate, especially retail properties. The combination of strong consumer spending, low interest rates and strong demand for alternative asset investments has caused almost all shopping centers to appreciate in value. The asset appreciation of the past few years does not, however, mean that this trend will continue. Rear-view mirror investing is risky, at best. In order to consistently produce superior risk-adjusted returns and and liquidity premiums compress to record lows. This means that the so-called “global savings glut” (not here in the U.S. — we are still bigger spenders than savers) has created a flood of investment dollars seek- ing opportunities. Real estate has gotten its fair share of that investment allocation. As a result, risk has been re-priced and, in some cases, mis-priced. Many investors are taking too much risk to earn too little incremental return. When and how will this trend end? We don’t know. While we don’t feel it is in our shareholders’ best interest to simply sit on the sidelines and do nothing, we also do not feel that now is the time to capitulate, join the bidding wars and say “it’s different this time.” We shouldn’t assume that a long-running real estate bull market has become a permanent, secular shift that is immune to a correction. We have an obligation to our shareholders to be acutely aware of these trends. Of course we want to profit from them when opportunities arise, but we also want to be certain that we evaluate them with appropriate attention, prudence and expertise. With these risks and opportunities in mind, our objec- tives for 2006 were to refine our real estate portfolio and investment platform to 1) consistently increase asset values during this period of strong fundamentals, and 2) position ourselves to outperform if, and when, the real estate market experiences a correction. Last year we continued to aggressively drive the four key components of our business: 2 2 Kenneth F. Bernstein President and CEO 1. Maintaining a solid portfolio of retail properties in Although there are several factors that can determine densely populated, high quality locations; the long-term quality of a shopping center, we believe 2. Maintaining balance sheet strength with limited interest rate exposure and plenty of dry powder; 3. Executing an ambitious external investment program; and 4. Nurturing and strengthening our talented manage- ment team. CORE PORTFOLIO A critical component of our success is maintaining a core portfolio consisting of high quality retail properties in high-barrier-to-entry, supply-constrained markets. These assets provide stability and predictable cash flow growth. To create and maintain a strong core portfolio, we focus on aggressively leasing and redeveloping those properties that are well located but in need of new anchor tenants. We also constantly upgrade the portfolio by selling non-core properties and replacing them with higher quality assets. In fact, last year we sold five non-core properties which totaled 770,000 square feet or 13% of the square footage of our core portfolio. While there will be some short-term earnings dilution associated with these dispositions, this short-term impact will be more than offset by the benefits from continually repositioning the portfolio. We further refined our portfolio by replacing these non- core properties with higher quality properties located in densely populated, supply-constrained markets such as our recent core acquisitions of properties in the Bronx, NY; Staten Island, NY; northern New Jersey; Chestnut Hill, Philadelphia, PA; and Lincoln Park, Chicago, IL. The five properties we sold had a three-mile population averaging 44,000 and a five-mile population averaging fewer than 100,000. While this density may be close to the industry average for most shopping centers, it contrasts with our current core portfolio which has more than double this population at more than 100,000 people in a three-mile radius and 250,000 within five miles. that a dense population with very limited land for new retail development — otherwise known as “high-barrier- to-entry” or “supply-constrained” markets — is the most significant factor. These types of properties tend to have stronger tenant performance and, thus, stronger rental growth and value appreciation than properties in less densely populated locations. The above-average population density of our core portfolio is a result of a multi-year effort to shift our ownership into more urban, high-barrier-to-entry properties that now make up the vast majority of our holdings. Since we launched our current business model six years ago, we have either redeveloped or disposed of substantially all of our non-core assets, reducing our exposure to secondary markets from 50% of our net operating income (“NOI”) down to less than 5%. Today, almost 85% of our core NOI is from the eastern seaboard extending from the Mid-Atlantic through the New England regions, with the New York region repre- senting 35% of our core NOI. The other 10% comes from properties in the Midwest region, which are primarily high-quality assets in and around Chicago as well as affluent Bloomfield Hills, MI. We are seeing high-barrier-to-entry assets like those in our core portfolio trading at astonishingly high prices. This may be frustrating at times from an acquisition perspective, but it is quite exciting with respect to the value of our existing inventory. More importantly, above and beyond current value, we think these types of properties will experience stronger tenant demand, higher market rents and increased NOI growth over the longer term. BALANCE SHEET We have remained highly disciplined throughout 2006 and continue to maintain very strong financial ratios, limited interest rate exposure and ample access to capital. Given the amount of liquidity in the capital markets, we have refined our metrics by continuing to take advantage of the inverted yield curve and enjoying Acadia Realty Trust 2006 Annual Report 3 low borrowing cost for long term debt. After giving cost of approximately $700 million and a value upon effect to the early January 2007 repayment of $21 million completion that could exceed one billion dollars. Most of floating-rate debt, we have reduced our variable recently, we announced redevelopment plans for our interest rate exposure to 6% of our total debt and anticipated acquisition of the Albee Mall in downtown maintained a blended 5.4% cost of debt. We also Brooklyn, NY. We will have the opportunity to create a issued $115 million of convertible debt, which includes 700,000 square foot retail/commercial complex as part $15 million issued in January 2007, with a coupon of a 1,600,000 square foot mixed-use development rate of 3.75%. Given our redeployment capabilities, with the 900,000 square foot residential component we feel this was a good addition to our capital structure. to be owned by MacFarlane Partners. This project is the Finally, a key aspect of our business model is providing our shareholders with a safe and growing dividend. Last year we increased our dividend by 8%, resulting in an average dividend growth rate of 9% over the past five years. We believe that a dividend’s safety, defined by its earnings coverage, is as important as the amount of the dividend. Our dividend payout ratio remained at a solid 62% of funds from operations (“FFO”) for 2006, which should enable us to increase our dividend as our earnings growth continues. EXTERNAL GROWTH PLATFORM Last year we continued to execute our investment next important step for Acadia and P/A Associates in the implementation of our venture. It is of a size and scope that will significantly contribute to our portfolio and our platform. The Center at Albee Square will join the seven other Acadia-P/A redevelopments that are becoming an important part of our company. We have already started construction on four of these New York City redevelopments: Fordham Road (The Bronx, NY), Pelham Manor (Westchester, NY), 216th Street (Man- hattan) and Liberty Avenue (Queens, NY). Given that New York City has less than one-third of the retail space per person as compared to the rest of the country, these eight projects capitalize on the strategies through the use of our investment Funds I unique density of the five boroughs of New York City. and II. The discretionary fund structure enables us to Utilizing the strong tenant relationships that we have leverage our company’s strengths and provide our built, we are able to bring the best retailers to locations shareholders with returns superior to a more conven- previously perceived as too complex for national tenants tional acquisition structure. to penetrate. Acadia’s investment team continued to focus the While population density and strong tenant demand majority of our investment efforts on the two invest- ment platforms formed in prior years: ■ our New York Urban/Infill Venture and ■ our RCP Venture. NEW YORK URBAN/INFILL Our New York Urban/Infill redevelopment program, launched in 2004 with our long-term partners at P/A are essential features of this venture, no attribute is more important than having the talented team at P/A as our partners. They understand how to identify unique opportunities and navigate through the only-in-New York complexities that make this platform so exciting. RETAILER CONTROLLED PROPERTY VENTURE In 2004 we also launched our second investment plat- Associates, acquires prime New York City properties in form, the Retailer Controlled Property (“RCP”) Venture, areas of the city that are underserved by strong national with our partners Klaff Realty and Lubert-Adler. The retail tenants. We use our two companies’ combined focus of this strategy has been the acquisition of real talents to identify locations that can become dominant estate owned or controlled by major retailers. Our first retail properties. We now have eight projects in our RCP investment was our highly profitable participation re-development pipeline, potentially totaling in excess in the acquisition of Mervyns department stores in 2004, of two million square feet, with an estimated total through which we have already received a return of 4 Acadia Realty Trust 2006 Annual Report almost twice our equity investment. Last year, we not only bring us great investment opportunities, they added to this venture with our participation in the force us to constantly view things from different per- acquisition of Albertsons supermarkets. In a short spectives. I never want our company to get so rigid time, this investment has already provided very strong in style and thought that we cannot effectively adapt returns. We look forward to further success with both to change. Our partners help make sure this does Mervyns and Albertsons. not happen. We continue to believe that acquiring/investing in retail- Similarly, our investors not only provide us with essen- ers controlling significant real estate can be extremely tial capital, they constantly challenge us as to our profitable and complementary to the other facets of investment strategies and execution and educate us our business. While these investments are often large as to the many other investment styles with which they and complex, we have clearly chosen the right partners are involved. Our Board not only helps us think about for this business in Klaff and Lubert-Adler. We are for- strategy and rational growth, they make sure that we tunate to have them and their extended consortium as are constantly living up to our responsibilities to the our partners, and look forward to participating in other owners of our company — the shareholders. retailer investments with them through our RCP Venture. ENERGIZED MANAGEMENT TEAM It’s all about the people. As the real estate market evolves and matures, human capital becomes increas- ingly important to ensure our continued success. This means doing all that we can to educate, energize and enhance our team and challenge them to rise to the next level. Senior management is constantly evaluating and anticipating our needs to make sure we have the right people in the right positions to nurture Acadia’s growth. While we will periodically hire new, talented professionals to help us execute our initiatives, we also rely heavily on building from within, relying on team members who have been with us over the years and share our core values. Nothing brings me more satis- faction than watching talented, motivated people advance at Acadia. Last year Joel Braun, who has led With a priority on discipline and a continued focus on the four pillars of our business, we are excited about the future for Acadia. Our core portfolio and our balance sheet have never been stronger. Our investment platform is one of the most exciting and profitable in the business. Our team, which continues to become deeper and stronger, is well positioned and committed to executing the business model that we have built and refined over the past six years. We are greatly appreciative of the strong support our share- holders gave us in 2006 and will do our best to retain that confidence and support by delivering superior results in 2007 and beyond. our acquisitions effort since the formation of Acadia, Kenneth F. Bernstein was promoted to Executive Vice President in recogni- President and CEO tion of his tremendous contribution to our company. Joel has been a critical driver of our external growth initiatives, a key member of our team and someone I rely on constantly. Our human capital is not just about our management team, it is also about our partners, investors and Board of Trustees. We are fortunate to have an abundance of talent and integrity in each of these areas. Our partners Acadia Realty Trust 2006 Annual Report 5 Headquarters White Plains, NY Regional Offices Dayton, OH Kingston, PA Woonsocket, RI Acadia Locations Core Properties 239 Greenwich Avenue Greenwich, CT Town Line Plaza Rocky Hill, CT Brandywine Town Center Wilmington, DE Market Square Shopping Center Wilmington, DE Hobson West Plaza Naperville, IL Clark Diversey Chicago, IL Merrillville Plaza Hobart, IN Crescent Plaza Brockton, MA Methuen Shopping Center Methuen, MA Bloomfield Town Square Bloomfield Hills, MI Elmwood Park Shopping Center Elmwood Park, NJ Ledgewood Mall Ledgewood, NJ Marketplace of Absecon Absecon, NJ Boonton Shopping Center Boonton, NJ Bartow Avenue The Bronx, NY 2914 Third Avenue The Bronx, NY Amboy Road Staten Island, NY The Branch Plaza Smithtown, NY New Loudon Center Latham, NY Pacesetter Park Shopping Center Pomona, NY Village Commons Shopping Center Smithtown, NY Crossroads Shopping Center White Plains, NY Mad River Station Dayton, OH Abington Towne Center Abington, PA Blackman Plaza Wilkes-Barre, PA Mark Plaza Edwardsville, PA Plaza 422 Lebanon, PA Route 6 Mall Honesdale, PA Chestnut Hill Philadelphia, PA Walnut Hill Plaza Woonsocket, RI The Gateway Shopping Center South Burlington, VT Fund I Properties Sterling Heights Shopping Center Sterling Heights, MI Tarrytown Centre Tarrytown, NY Amherst Marketplace Amherst, OH Granville Center Columbus, OH Sheffield Crossing Sheffield, OH Haygood Shopping Center Virginia Beach, VA Kroger/Safeway Portfolio Fund II Properties Fordham Place The Bronx, NY Pelham Manor Shopping Plaza Pelham, NY 4650 Broadway Manhattan, NY 161st Street The Bronx, NY Liberty Avenue Queens, NY 216th Street Manhattan, NY Neiman Marcus (Oakbrook Center) Chicago, IL Levitz Furniture (Montrose Crossing Shopping Center) Rockville, MD Acadia Realty Trust 2006 Annual Report Page 6 ENERGIZED MANAGEMENT TEAM Form 10k Report 2006 EXTERNAL GROWTH PLATFORM SOLID CORE PORTFOLIO STRONG BALANCE SHEET United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ✔ ❏ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 ❏ 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 as specified in its charter) Maryland (State of incorporation) 23-2715194 (I.R.S. employer identification no.) 1311 Mamaroneck Avenue, Suite 260, White Plains, NY 10605 (Address of principal executive offices) (914) 288-8100 (Registrant’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Common Shares of Beneficial Interest, $.001 par value (Title of Class) New York Stock Exchange (Name of Exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ✔ YES ❏ NO ❏ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. ✔ YES ❏ NO ❏ 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 ❏ NO ❏ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ❏ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large Accelerated Filer ❏ Accelerated Filer ❏ Non-accelerated Filer ❏ ✔ Indicate by check mark whether the registrant ia a shell company (as defined in Rule 12b-2 of the Act). ✔ YES ❏ NO ❏ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was $751.4 million, based on a price of $23.65 per share, the average sales price for the Registrant’s shares of beneficial interest on the New York Stock Exchange on that date. The number of shares of the Registrant’s Common Shares of Beneficial Interest outstanding on March 1, 2007 was 32,132,797. DOCUMENTS INCORPORATED BY REFERENCE Part III: Definitive proxy statement for the 2007 Annual Meeting of Shareholders presently scheduled to be held May 15, 2007 to be filed pursuant to Regulation 14A. Acadia Realty Trust 2006 Annual Report Acadia Realty Trust Form 10-K Report 2006 Contents Item No. PART I Page 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 PART II 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . 29 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 8. Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . 38 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 PART III 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 13. Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . . . 40 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 PART IV 15. Exhibits, Financial Statements, Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Acadia Realty Trust 2006 Annual Report Special Note Regarding Forward-Looking Statements Certain statements contained in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, per- formance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-look- ing statements, which are based on certain assumptions and describe our future plans, strategies and expectations are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative thereof or other variations thereon or comparable terminology. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to those set forth under the heading “Item 1A Risk Factors” in this Form 10-K. These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference herein. PART I ITEM 1. BUSINESSx GENERAL Acadia Realty Trust (the “Trust”) was formed on March 4, 1993 as a Maryland Real Estate Investment Trust (“REIT”). All references to “Acadia,” “we,” “us,” ”our,” and “Company” refer to Acadia Realty Trust and its consolidated subsidiaries. We are a fully integrated, self-managed and self-administered equity REIT focused primarily on the ownership, acquisition, redevelopment and management of retail properties, including neighborhood and community shopping centers and mixed- use properties with retail components. We currently operate 74 properties, which we own or have an ownership interest in. These assets are located primarily in the Northeast, Mid- Atlantic and Midwestern regions of the United States which, in total, comprise approximately 10 million square feet. We also have private equity investments in other retail real estate- related opportunities including investments for which we provide operational support to the operating ventures in which we have a minority equity interest. All of our investments are held by, and all of our operations (the “Operating Partnership”) and entities in which the Operating Partnership owns a controlling interest. As of December 31, 2006, the Trust controlled 98% of the Oper- ating 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 rep- resent entities or individuals which contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partner- ship interest (“Common OP Units” or “Preferred OP Units”). 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”). This structure is commonly referred to as an umbrella partnership REIT or “UPREIT.” BUSINESS OBJECTIVES AND STRATEGIES Our primary business objective is to acquire, develop 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 portfolio of community and neigh- borhood shopping centers and mixed-use properties with a retail component located in markets with strong demographics. ■ Generate internal growth within the portfolio through aggressive redevelopment, re-anchoring and leasing activities. ■ Generate external growth through an opportunistic yet disciplined acquisition program. The emphasis is on targeting transactions with high inherent opportunity for the creation of additional value through redevelopment and leasing and/or transactions requiring creative capital structuring to facilitate the transactions. ■ Partner 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. Investment Strategy — External Growth through Opportunistic Acquisition Platforms The requirements that acquisitions be accretive on a long-term are conducted through, Acadia Realty Limited Partnership basis based on our cost of capital, as well as increase the overall portfolio quality and value, are core to our acquisition 1 Acadia Realty Trust 2006 Annual Report program. As such, we constantly evaluate the blended cost 77.8% interest, which was previously held by the institutional of equity and debt and adjust the amount of acquisition investors in Fund I, to GDC at a valuation of $164.0 million. activity to align the level of investment activity with capital The Operating Partnership, through a subsidiary, retained its flows. We may engage in discussions with public and private existing 22.2% interest and continues to operate the Brandy- entities regarding business combinations. In addition to our wine Portfolio and earn fees for such services. At the closing direct investments in real estate assets, we have also capital- of the merger, the Fund I investors received a return of all ized on our expertise in the acquisition, redevelopment, of their capital invested in Fund I and their unpaid preferred leasing and management of retail real estate by establishing return, thus triggering the payment to the Operating Partner- joint ventures in which we earn, in addition to a return on ship of its additional 20% Promote in all future Fund I distri- our equity interest, fees and priority distributions for our butions. During June 2006, the Fund I investors received services. To date, we have launched two acquisition joint $36.0 million of additional proceeds from this transaction ventures, Acadia Strategic Opportunity Fund, LP (“Fund I”) following the replacement of bridge financing which they and Acadia Strategic Opportunity Fund II, LLC (“Fund II”). provided, with permanent mortgage financing, triggering Fund I In September 2001, we and four of our institutional share- holders formed a joint venture, whereby the investors com- mitted $70.0 million for the purpose of acquiring real estate assets. The Operating Partnership committed an additional $20.0 million to Fund I, as the general partner with a 22% interest. In addition to a pro-rata return on its invested equity, the Operating Partnership is entitled to a profit participation based upon certain investment return thresholds. Cash flow is distributed pro-rata to the partners (including the Operating Partnership) until they have received a 9% cumulative return on, and a return of, all capital contributions. $7.2 million in additional Promote due the Operating Part- nership, which will be paid from the Fund I investor’s share of the remaining assets in Fund I. There are 32 assets comprising approximately two million square feet remaining in Fund I in which the Operating Part- nership’s interest in cash flow and income has increased from 22.2% to 37.8% as a result of the Promote. Fund II Following our success with Fund I, we formed a second, larger acquisition joint venture. During June of 2004, we launched Fund II, which includes all of the investors from Fund I as well as two additional institutional investors. With Thereafter, remaining cash flow is distributed 80% to the $300.0 million of committed discretionary capital, Fund II partners (including the Operating Partnership) and 20% to expects to be able to acquire up to $900.0 million of real the Operating Partnership as a carried interest (“Promote”). estate assets on a leveraged basis. The Operating Partnership The Operating Partnership also earns fees and/or priority is the managing member with a 20% interest in Fund II. The distributions for asset management services equal to 1.5% terms and structure of Fund II are substantially the same as of the allocated invested equity, as well as for property Fund I with the exception that the Preferred Return is 8%. management, leasing and construction services. All such fees and priority distributions are reflected as adjustments to minority interest in the Consolidated Financial Statements included in Item 8 of Form 10-K. As the demand for retail real estate has significantly increased in recent years, there has been a commensurate increase in selling prices. In an effort to generate superior risk-adjusted returns for our shareholders and joint venture investors, we Our acquisition program was executed exclusively through have channeled our acquisition efforts through Fund II in two Fund I through June 2004. Fund I focused on targeting assets new opportunistic joint ventures launched during 2004 — for acquisition that had superior infill locations, restricted the Retailer Controlled Property Venture and the New York competition due to high barriers of entry and in-place below- Urban Infill Redevelopment Initiative. market anchor leases with the potential to create significant additional value through re-tenanting, timely capital improve- ments and property redevelopment. Retailer Controlled Property Venture (the “RCP Venture”) On January 27, 2004, through Funds I and II, we entered On January 4, 2006, Fund I recapitalized a one million into the RCP Venture with Klaff Realty, L.P. (“Klaff”) and square foot retail portfolio located in Wilmington, Delaware Klaff’s long-time partner Lubert-Adler Management, Inc. (“Brandywine Portfolio”) through a merger of interests with (“Lubert-Adler”) for the purpose of making investments in affiliates of GDC Properties (“GDC”). The Brandywine Port- surplus or underutilized properties owned by retailers. The folio was recapitalized through a “cash-out” merger of the initial size of the RCP Venture is expected to be approximately Acadia Realty Trust 2006 Annual Report 2 $300 million in equity based on anticipated investments of area. P/A agreed to invest 10% of required capital up to approximately $1 billion. Each participant in the RCP Venture a maximum of $2.2 million and Fund II, the managing has the right to opt out of any potential investment. Affiliates member, agreed to invest the balance to acquire assets in of Funds I and II have invested $12.3 million and $37.1 million, which Acadia-P/A agrees to invest. See Item 7 of Form 10K respectively, in the RCP Venture to date on a non-recourse for further information on the Acadia P/A Joint Venture as basis. While we are not required to invest any additional detailed in “Liquidity and Capital Resources.” To date, Fund II capital into any of these investments, should additional has, in conjunction with P/A, invested in six projects and capital be required and we elect not to contribute our share, entered into an agreement on a seventh project, subject our proportionate share in the investment will be reduced. to certain approvals, as discussed further in “PROPERTY Since Fund I is fully invested, Fund II will provide the remain- ACQUISITIONS” in this Item 1 of this Form 10-K. ing portion of the original 20% of the equity of the RCP Venture. Cash flow is to be distributed to the partners until they have received a 10% cumulative return and a full return of all contributions. Thereafter, remaining cash flow is to be distributed 20% to Klaff (“Klaff’s Promote”) and 80% to the partners (including Klaff). The Operating Partnership may also earn market-rate fees for property management, leasing and construction services on behalf of the RCP Venture. We seek to invest opportunistically in the RCP Venture primarily in the following four ways: ■ Invest in operating retailers through private equity joint ventures. ■ Work with financially healthy retailers to create value from their surplus real estate. ■ Acquire properties, designation rights or other control of real estate or leases associated with retailers in bankruptcy. ■ Complete sale leasebacks with retailers in need of capital. During 2004, we made our first RCP Venture investment with our participation in the acquisition of Mervyns. During 2006, we made additional investments with our participation in the acquisition of Albertsons, Cub, ShopKo and Marsh Supermarkets as further discussed in “PROPERTY ACQUISI- TIONS” in this Item 1 of Form 10-K. New York Urban Infill Redevelopment Initiative In September of 2004, through Fund II, we launched our New York Urban Infill Redevelopment initiative. As retailers continue to recognize that many of the nation’s urban markets are underserved from a retail standpoint, we are poised to capitalize on this trend by investing in redevelopment projects in dense urban areas where retail tenant demand has effec- tively surpassed the supply of available sites. During 2004, Fund II, together with an unaffiliated partner, P/A Associates, LLC (“P/A”), formed Acadia-P/A Holding Company, LLC (“Acadia-P/A”) for the purpose of acquiring, constructing, developing, owning, operating, leasing and managing certain retail real estate properties in the New York City metropolitan 3 Acadia Realty Trust 2006 Annual Report Other Investments We may also invest in preferred equity investments, mort- gages, other real estate interests and other investments. The mortgages in which we invest may be either first mort- gages or mezzanine debt, where we believe the underlying value of the real estate collateral is in excess of its loan balance. As of December 31, 2006 our investments in first mortgages and mezzanine debt aggregated $38.3 million. Capital Strategy — Balance Sheet Focus and Access to Capital Our primary capital objective is to maintain a strong and flex- ible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth. We intend to continue financing acquisitions and property redevelopment with sources of capital determined by management to be the most appropriate based on, among other factors, availability, pricing and other commercial and financial terms. The sources of capital may include the issuance of public equity, unsecured debt, mortgage and construction loans, and other capital alternatives such as the issuance of Operating Partnership Units. We manage our interest rate risk primarily through the use of variable and fixed-rate debt as well as with LIBOR swap agreements as discussed further in Item 7A of this Form 10-K. In December 2006, we issued $100.0 million of 3.75% unse- cured Convertible Notes (the “Notes”). Interest on the Notes is payable semi-annually. The Notes have an initial conversion rate of 32.4002 of our Common Shares for each $1,000 principal amount, representing a conversion price of approximately $30.86 per Common Share, or a conversion premium of approximately 20.0%. The Notes are redeemable for cash up to their principal amount plus accrued interest and, at our option, cash, our Common Shares, or a combi- nation thereof with respect to the remainder, if any, of the conversion value in excess of the principal amount. The Notes mature December 15, 2026, although the holders of the Notes may require the Company to repurchase their Notes, in whole or in part, on December 20, 2011, December 15, Common Share Transactions 2016, and December 15, 2021. After December 20, 2011, During November 2004, we issued 1,890,000 Common we have the right to redeem the Notes in whole or in part Shares (the “Offering”) pursuant to shelf registration state- at any time. In January 2007, an option was exercised to ments filed under the Securities Act of 1933, as amended, issue an additional $15.0 million of these Notes. The $112.1 and previously declared effective by the Securities and million in proceeds, net of related costs, were used to retire Exchange Commission. The $28.3 million in proceeds from variable-rate debt, provide for future Fund capital commit- the Offering, which were net of related costs, were used ments and for general working capital purposes. to retire above-market, fixed-rate indebtedness as well as During January 2007, we filed a shelf registration on Form S-3 providing offerings for up to a total of $300.0 million of Common Shares, Preferred Shares and debt securities. To date, we have not issued any securities pursuant to this shelf registration. Common and Preferred OP Unit Transactions On January 27, 2004, we issued 4,000 Series B Preferred OP Units to Klaff in connection with the acquisition from Klaff of its rights to provide asset management, leasing, disposition, development and construction services for an existing port- folio of retail properties. These units have a stated value of $1,000 each and are entitled to a quarterly preferred distribution of the greater of (i) $13.00 (5.2% annually) per Preferred OP Unit or (ii) the quarterly distribution attributa- to invest in real estate assets. Yale University and its affiliates (“Yale”), and Kenneth F. Bernstein, our Chief Executive Officer, also sold 1,000,000, and 110,000 Common Shares, respectively, in connection with this transaction. In March of 2004, a secondary public offering was completed for a total of 5,750,000 Common Shares. The selling share- holders, Yale and Ross Dworman, a former trustee and Chairman, sold 4,191,386 and 1,558,614 Common Shares, respectively. Yale was a major shareholder, owning, at one time, approximately one-third of all of our outstanding Com- mon Shares. We did not sell any Common Shares in this trans- action and did not receive any proceeds from this transaction. Operating Strategy — Experienced Management Team with Proven Track Record ble to a Preferred OP Unit if such unit were converted into Our senior management team has an average of nine years a Common OP Unit. The Preferred OP Units are convertible with us and our predecessors and 26 years in the real estate into Common OP Units based on the stated value of $1,000 industry. Our management team successfully completed a divided by 12.82 at any time. Klaff may redeem them at par major multiyear portfolio repositioning initiative culminating for either cash or Common OP Units (at our option) after in 2002 that significantly improved the quality of our port- the earlier of the third anniversary of their issuance, or the folio and tenant base. We believe our management team has occurrence of certain events including a change in the control demonstrated the ability to create value internally through of our Company. Finally, after the fifth anniversary of the anchor recycling, property redevelopment and strategic issuance, we may redeem the Preferred OP Units and con- non-core dispositions. Our team has built several successful vert them into Common OP Units at market value as of the acquisition platforms including our New York Urban Infill redemption date. Effective February 15, 2005, we acquired the balance of Klaff’s rights to provide the above services as well as certain potential future revenue streams. The consideration for this acquisition was $4.0 million in the form of 250,000 restricted Common OP Units, valued at $16 per unit, which are convert- Redevelopment Initiative and RCP Venture. We have also capitalized on our expertise in the acquisition, redevelopment, leasing and management of retail real estate by establishing joint ventures, such as Funds I and II, in which we earn, in addition to a return on our equity interest, fees and priority distributions for our services. ible into our Common Shares on a one-for-one basis after a Operating functions such as leasing, property management, five-year lock-up period. As part of this transaction we also construction, finance and legal (collectively, the “Operating assumed all operational and redevelopment responsibility for Departments”) are provided by our personnel, providing for the Klaff Properties a year earlier than was contemplated in fully integrated property management and development. By the January 2004 transaction. In February 2007, Klaff converted 3,800 Series B Preferred OP Units into 296,412 Common OP Units and ultimately into Common Shares. incorporating the Operating Departments in the acquisition process, acquisitions are appropriately priced giving effect to each asset’s specific risks and returns. Also, because of the Operating Department’s involvement with, and corresponding understanding of, the acquisition process, transition time is Acadia Realty Trust 2006 Annual Report 4 minimized and management can immediately execute on its additional investments of $1.0 million were made in, the strategic plan for each asset. We typically hold our properties for long-term investment. As such, we continuously review the existing portfolio and implement programs to renovate and modernize targeted centers to enhance the property’s market position. This in turn strengthens the competitive position of the leasing pro- gram to attract and retain quality tenants, increasing cash Camellia Center and Newkirk portfolio. Camellia Center is an Albertsons-anchored center located in Sacramento, Cali- fornia and Newkirk is a portfolio of 50 properties currently leased to Albertsons. As of December 31, 2006, our total invested capital in Albertsons and add-on investments amounted to $23.1 million, of which the Operating Partnership’s share was $4.6 million. flow and consequently property value. We also periodically We also invested $1.1 million in Shopko, a regional multi- identify certain properties for disposition and redeploy the department retailer with 358 stores located throughout the capital to existing centers or acquisitions with greater poten- Midwest, Mountain and Pacific Northwest and $0.7 million tial for capital appreciation. Our core portfolio consists primarily in Marsh, a regional supermarket chain operating 271 stores of neighborhood and community shopping centers, which are in central Indiana, Illinois and western Ohio. The Operating generally dominant centers in high barrier-to-entry markets. Partnership’s share of these investments totaled $0.4 million. The anchors at these centers typically pay market or below- market rents and have low rent-to-sales ratios, which are, on average, less than 5%. Furthermore, supermarket and necessity-based retailers anchor the majority of our core port- folio. These attributes enable our properties to better with- stand a weakening economy while also creating opportunities to increase rental income. In September 2004, we made our first RCP Venture invest- ment with our participation in the acquisition of Mervyns. Through affiliates of Fund I and Fund II, which were sepa- rately organized, newly formed limited-liability companies on a non-recourse basis, we invested in the acquisition of Mervyns through the RCP Venture, which, as part of an investment consortium of Sun Capital and Cerberus, acquired During 2006 and 2005 we sold six non-core properties Mervyns from Target Corporation. The total acquisition price and redeployed the capital to acquire five retail properties was approximately $1.2 billion subject to debt of approxi- as further discussed in “ASSET SALES” and “CAPITAL/ASSET mately $800.0 million. Our share of equity invested aggre- RECYCLING” in this Item 1 of Form 10-K. gated $24.6 million on a non-recourse basis and was divided PROPERTY ACQUISITIONS equally between affiliates of Funds I and II. The Operating Partnership’s share was $5.2 million. RCP Venture As of the date of acquisition, Mervyns was a 257-store dis- In June 2006, the RCP Venture made its second major invest- count retailer with a very strong West Coast concentration. ment with its participation in the acquisition of Albertsons. During 2005, the consortium sold a portion of the portfolio The total price paid by the investment consortium, which as well as refinanced existing mortgage debt and distributed included Cerberus, Schottenstein and Kimco Realty, to cash to the investors, of which a total of $42.7 million was Albertsons for the portfolio was $1.9 billion which was distributed to us of which the Operating Partnership’s share funded with $0.3 billion of equity and $1.6 billion of financ- amounted to $10.2 million. In February of 2006, the con- ing. Albertsons was the nation’s second largest grocery and sortium distributed additional cash of which a total of $1.4 drug chain which operated over 2,500 stores in 37 states. million was distributed to us of which $0.4 million was the Albertsons divided its assets into three independent compo- Operating Partnership’s share. nents and for a total price of $17.4 billion, sold 1,124 stores to Supervalu, 700 stores to CVS and 699 stores along with 26 Cub Food stores to the investment consortium. Supervalu and CVS are the investment consortium’s strategic operating partners and, as such, are part of the purchasing group, but fund, own, and operate their respective portions of the port- folio independently. As with the Mervyns investment (see below), we anticipate investing in Albertsons’ add-on real estate opportunities. During the third quarter of 2006, On February 26, 2007 we, through our RCP Venture, received a cash distribution totaling approximately $42.5 million from our ownership position in Albertsons. The Operating Partner- ship’s share of this distribution amounted to approximately $8.5 million. The distribution resulted from cash proceeds obtained by Albertsons in connection with its disposition of certain operating stores and a refinancing of the remaining assets held in the entity. 5 Acadia Realty Trust 2006 Annual Report New York Urban/Infill Redevelopment Initiative 4650 Broadway: On April 6, 2005, Acadia-P/A acquired The Center at Albee Square: On February 23, 2007, Acadia-P/A and Paul Travis of Washington Square Partners (collectively, “Acadia P/A–Travis”), entered into an agreement for the purchase of the leasehold interest in The Gallery at Fulton Street and adjacent parking garage in downtown Brooklyn, NY for $120.0 million. The fee position in the property is owned by the City of New York and the agree- ment includes an option to purchase this fee position at a later date. Plans for the property include the demolition of the existing improvements and the development of a 1.6 million square foot mixed-use complex. This transaction is subject to approval by the Mayor of the City of New York. There are no assurances that the approval will be granted. 4650 Broadway located in the Washington Heights /Inwood section of Manhattan. The property, a 140,000 square foot building, which is currently occupied by an agency of the City of New York and a commercial parking garage, was acquired for a purchase price of $25.0 million. Following the relocation of the office tenant to our 216th St. redevelop- ment during 2007 as discussed above, we plan to commence redevelopment of the site to include retail, commercial and residential components totaling over 285,000 square feet. Expected costs to complete the retail and commercial com- ponent of the project are estimated at $30.0 million before any potential sale of the residential air rights. In lieu of directly developing the potential residential portion of the project, the rights to this component may be sold while Liberty Avenue: On December 20, 2005, Acadia-P/A retaining ownership of the other portions of the project. acquired the remaining 40-year term of a leasehold interest in land located at Liberty Avenue and 98th Street in Queens (Ozone Park). Development of this project is substantially complete and includes approximately 30,000 square feet of retail anchored by a CVS drug store, which is open and operating. The project also includes a 95,000 square foot self-storage facility which is open and currently operated by Storage Post. Storage Post is a partner in the self-storage Pelham Manor: On October 1, 2004, Acadia-P/A entered into a 95-year, inclusive of extension options, ground lease to redevelop a 16-acre site in Pelham Manor, Westchester County, New York. We have commenced demolition of the existing industrial and warehouse buildings, and will be replacing them with a multi-anchor community retail center at a total estimated cost of $40 million. complex, and is anticipated to be a partner in future retail Fordham Road: On September 29, 2004, Acadia-P/A projects in New York City where self storage will be a poten- purchased 400 East Fordham Road, Bronx, New York. Sears, tial component of the redevelopment. The total cost of the a former tenant that operated on four levels at this property, redevelopment is expected to be approximately $15 million. has signed a new lease to occupy only the concourse level 216th Street: On December 1, 2005, Acadia-P/A acquired a 65,000 square foot parking garage located at 10th Avenue and 216th Street in the Inwood section of Manhattan for $7.0 million. Construction is underway for a 60,000 square foot office building to relocate an agency of the City of after redevelopment. We have commenced redevelopment at this site, which is expected to include four levels of retail and office space totaling 276,000 square feet when completed. The total cost of the project, including the acquisition cost of $30 million, is expected to be $115 million. New York, which is a current tenant at another of our Urban/ In addition to the above New York Urban /Infill projects, Infill Redevelopment projects. Inclusive of acquisition costs, through Fund II we also acquired the following: total costs for the project, which also includes a 100-space rooftop parking deck, are anticipated to be approximately $25 million. During November 2005, we acquired a ground lease interest in a 112,000 square foot building occupied by Neiman Marcus. The property is located at Oakbrook Center, a super-regional 161st Street: On August 5, 2005, Acadia-P/A purchased Class A mall located in the Chicago Metro area. The ground 244-268 161st Street located in the Bronx for $49.3 million, lease was acquired for $6.9 million, including closing and inclusive of closing costs. The ultimate redevelopment plan other acquisition costs. for the property, a 100% occupied, 10-story office building, is to reconfigure the property so that approximately 50% of the income from the building will eventually be derived from retail tenants. Additional redevelopment costs are anticipated to be approximately $16 million. During July 2005, we acquired for $1.0 million, a 50% equity interest from its partner in the RCP Venture in the entity which has a leasehold interest in a former Levitz Furniture store located in Rockville, Maryland. Acadia Realty Trust 2006 Annual Report 6 Fund I GIES” in this Item 1 of Form 10-K. Following the recapitaliza- To date, through Fund I we have purchased a total of 35 tion of the Brandywine Portfolio, there are 33 assets assets totaling approximately 3.0 million square feet. During comprising 2.0 million square feet remaining in Fund I, January 2006, we recapitalized the Brandywine Portfolio, (in which the Operating Partnership’s interest in cash flow representing two assets totaling approximately 1.0 million and income has increased from 22.2% to 37.8% as a square feet, through a merger of interests with GDC as result of the Promote) as follows: discussed further in “BUSINESS OBJECTIVES AND STRATE- Location Year Acquired GLA Shopping Center New York Region New York Tarrytown Centre Mid-Atlantic Region South Carolina Hitchcock Plaza Pine Log Plaza Virginia Westchester Aiken Aiken Haygood Shopping Center Virginia Beach Midwest Region Ohio Amherst Marketplace Granville Centre Sheffield Crossing Michigan Cleveland Columbus Cleveland Sterling Heights Shopping Center Detroit Various Regions Kroger/Safeway Portfolio Various Total 2004 2004 2004 2004 2002 2002 2002 2004 2003 35,291 232,383 35,064 178,335 79,945 134,997 112,534 154,835 1,018,100 1,981,484 In November 2006, we acquired the remaining 50% interest The Preferred Equity investment received a return of 10%, from its unaffiliated partner in the Tarrytown Center for plus a minimum return of capital of $2.0 million per annum. $3.5 million. During February 2006, we finalized an agreement with its During March 2006, the rate of return was reset to the six- month LIBOR plus 644 basis points or 11.5%. unaffiliated partner in the Hitchcock and Pine Log Plazas On June 1, 2006, we converted the Preferred Equity Invest- whereby we converted our common equity interest in the ment to a first mortgage loan and advanced additional properties to a preferred equity position with a 15% pre- proceeds bringing the total outstanding amount to $31.3 ferred return payable currently and a 20% profit interest million. The loan has a maturity date of May 31, 2008 and after all invested capital and preferred returns are paid. In bears interest at a rate of 10.5%. The loan was secured by connection with this agreement, our partner assumed all fee and leasehold mortgages as well as a pledge of the operational, redevelopment and leasing responsibilities. entities owning 19 of the above remaining locations totaling Other Investments In March of 2005, we invested $20 million in a preferred equity position (“Preferred Equity”) in Levitz SL, L.L.C. (“Levitz SL”), the owner of fee and leasehold interests in 30 locations (the “Levitz Properties”), totaling 2.5 million square feet, of which the majority are currently leased to Levitz Furniture Stores. In October 2005, Levitz Furniture filed for bankruptcy under Chapter 11. Klaff is a managing member of Levitz SL. 7 Acadia Realty Trust 2006 Annual Report 1.8 million square feet. During the third quarter of 2006, Levitz SL sold one of the Levitz Properties located in North- ridge, California and used $20.4 million of the proceeds to pay down the loan. As of December 31, 2006, the loan balance amounted to $10.9 million. Although Levitz Furniture is currently operating under Chapter 11 bankruptcy protection, we believe the underlying value of the real estate is sufficient to recover the principal and interest due under the mortgage. ASSET SALES AND CAPITAL/ASSET RECYCLING We periodically identify certain properties for disposition and redeploy the capital to existing centers or acquisitions with greater potential for capital appreciation. Since January 1, 2004, we have sold the following assets: Shopping Center Location Soundview Marketplace Bradford Towne Centre Greenridge Plaza Pittston Plaza Luzerne Street Shopping Center Berlin Shopping Center East End Centre Total Long Island, New York Northeast Pennsylvania Northeast Pennsylvania Northeast Pennsylvania Northeast Pennsylvania Central New Jersey Northeast Pennsylvania Date Sold December 2006 November 2006 November 2006 November 2006 November 2006 July 2005 November 2004 GLA 183,815 257,123 191,767 79,498 58,035 188,688 305,858 1,264,784 Sales price (dollars in thousands) $ 24,000 16,000 10,600 6,000 3,600 4,000 12,400 $ 76,660 Proceeds from these sales in part have been used to fund the following acquisitions: In September 2006, we purchased 2914 Third Avenue in the Bronx, New York for $18.5 million. The 41,305 square foot property is 100% leased and is located in a densely populated, high barrier-to-entry, infill area. In June 2006, we purchased 8400 and 8625 Germantown Road in Philadelphia, Pennsylvania for $16.0 million. Tenants at these Main Street locations include Borders bookstore, Talbots and Limited Express. During January 2006, we closed on a 20,000 square foot retail building in the Lincoln Park district in Chicago. The property was acquired from an affiliate of Klaff for $9.9 mil- lion. Tenants include Starbucks, Nine West, Vitamin Shoppe and Cold Stone Creamery. Also during January 2006, we acquired a 60% interest in the A&P Shopping Plaza located in Boonton, New Jersey. The property, which is 100% occupied and located in northeastern New Jersey, is a 63,000 square foot shopping center anchored by a 49,000 square foot A&P Supermarket. The remaining 40% interest is owned by a principal of P/A. The interest was acquired for $3.2 million. During July 2005 we purchased 4343 Amboy Road located in Staten Island, New York for $16.6 million in cash and $0.2 million in Common OP Units. The property, a 60,000 square foot neighborhood shopping center, is anchored by a Waldbaums supermarket and a Duane Reade drug store, and is subject to a 23-year ground lease. PROPERTY REDEVELOPMENT AND EXPANSION Our redevelopment program focuses on selecting well- During 2006, we commenced the redevelopment and re-tenant- ing of the Bloomfield Town Square, located in Bloomfield Hills, Michigan. A former out-parcel building was demolished and replaced with a 17,500 square foot building now occupied by Drexel Heritage and Panera Bread. The new tenants opened and commenced paying rent during the third and fourth quarters of 2006, respectively, and are paying a combined base rent at a 127% increase over that of the former tenant. In addition, the Company has leased approximately 26,000 square feet to Circuit City, which is anticipated to open and commence paying rent in the fourth quarter of 2007 at a 79% increase over that of the former tenants. Total costs for this project are expected to be $3.3 million. During 2004, we completed the redevelopment of the New Loudon Center, located in Latham, New York. A new anchor, The Bon Ton Department Store, opened for business during the fourth quarter of 2003 as part of the redevelopment of this shopping center. Occupying 66,000 square feet formerly occupied by an Ames department store, Bon Ton is paying base rent at a 15% increase over that of Ames. During 2004, Marshall’s, an existing tenant at the center, expanded its current 26,000 square foot store to 37,000 square feet. We also installed a new 49,000 square foot Raymour and Flanigan Furniture store at this center during 2004. This community shopping center is now 100% occupied. Costs incurred for this project totaled $0.4 million. We also completed the redevelopment and re-anchoring of the Town Line Plaza, located in Rocky Hill, Connecticut during 2004. The former building, occupied by GU Markets, was demolished and replaced with a 66,000 square foot Super Stop & Shop. The new supermarket anchor is paying gross rent at a 33% increase over that of the former tenant with no interruption in rent payments. Costs for this project located neighborhood and community shopping centers totaled $1.7 million. and creating significant value through re-tenanting and property redevelopment. Acadia Realty Trust 2006 Annual Report 8 COMPETITION There are numerous entities that compete with us in seeking properties for acquisition and tenants who will lease space in CODE OF ETHICS AND WHISTLEBLOWER POLICIES The Board of Trustees adopted a Code of Ethics for Senior our properties. Our competitors include other REIT’s, financial Financial Officers that applies to our Chief Executive Officer, institutions, insurance companies, pension funds, private Chief Financial Officer, Chief Accounting Officer, Controller, companies and individuals. Our properties compete for ten- Director of Financial Reporting, Director of Taxation and Assis- ants with similar properties primarily on the basis of location, tant Controllers. The Board also adopted a Code of Business total occupancy costs (including base rent and operating Conduct and Ethics applicable to all employees, as well as a expenses), services provided, and the design and condition “Whistleblower Policy.” Copies of these documents are avail- of the improvements. able in the Investor Information section of our website. FINANCIAL INFORMATION ABOUT MARKET SEGMENTS We have two reportable segments: retail properties and ITEM 1A. RISK FACTORSx If any of the following risks actually occur, our business, results of operations and financial condition would likely multifamily properties. The accounting policies of the seg- suffer. This section includes or refers to certain forward- ments are the same as those described in the notes to the looking statements. Refer to the explanation of the qualifi- consolidated financial statements appearing in Item 8 of cations and limitations on such forward-looking statements this Annual Report on Form 10-K. We evaluate property discussed in the beginning of this Form 10-K. performance primarily based on net operating income before depreciation, amortization and certain non-recurring items. The reportable segments are managed separately due to the differing nature of the leases and property operations associated with retail versus residential tenants. We do not have any foreign operations. See Note 3 to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for certain information regarding each of our segments. CORPORATE HEADQUARTERS AND EMPLOYEES Our executive offices are located at 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605, and our telephone number is (914) 288-8100. We have 130 employees, of which 105 are located at our executive office, six at the Pennsylvania regional office and the remaining property We rely on revenues derived from major tenants. We derive significant revenues from certain anchor tenants that occupy space in more than one center. We could be adversely affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, any of our major tenants, or in the event that any such tenant does not renew its leases as they expire or renews at lower rental rates. Vacated anchor space not only would reduce rental revenues if not re-tenanted at the same rental rates but also could adversely affect the entire shopping center because of the loss of the departed anchor tenant’s customer drawing power. Loss of customer drawing power also can occur through the exercise of the right that most anchors have to vacate and prevent re-ten- anting by paying rent for the balance of the lease term, or the departure of an anchor tenant that owns its own property. In addition, in the event that certain major tenants management personnel are located on-site at our properties. cease to occupy a property, such an action may result in COMPANY WEBSITE All of our filings with the Securities and Exchange Commis- terminate their leases, or pay a reduced rent based on a per- centage of the tenant’s sales, at the affected property, which sion, including our annual reports on Form 10-K, quarterly could adversely affect the future income from such property. a significant number of other tenants having the right to reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge at our website at www.acadiarealty.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. These filings can also be accessed through the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, we will provide paper copies of our filings free of charge upon request. 9 Acadia Realty Trust 2006 Annual Report Tenants may seek the protection of the bankruptcy laws, which could result in the rejection and termination of their leases and thereby cause a reduction in the cash flow avail- able for distribution by us. Such reduction could be material if a major tenant files bankruptcy. See the risk factor titled, “The bankruptcy of, or a downturn in the business of, any of our major tenants may adversely affect our cash flows and property values” below. Limited control over joint venture investments. consider the tax consequences of our actions to any limited Our joint venture investments may involve risks not other- partner, there can be no assurance that the Operating Part- wise present for investments made solely by us, including nership will not acquire properties in the future subject to the possibility that our joint venture partner might have material restrictions designed to minimize the adverse tax different interests or goals than we do. Other risks of joint consequences to the limited partners who contribute such venture investments include impasse on decisions, such as properties. Such restrictions could result in significantly a sale, because neither we nor a joint venture partner would reduced flexibility to manage our assets. have full control over the joint venture. Also, there is no limi- tation under our organizational documents as to the amount of funds that may be invested in joint ventures. Through our investments in joint ventures we have also invested in operating businesses that have operational risk in addition to the risks associated with real estate investments, including among other risks, human capital issues, adequate supply of product and material, and merchandising issues. During 2006 and 2005, our joint ventures provided Promote income. There can be no assurance that the joint ventures will continue to operate profitably and thus provide additional Promote income in the future. Under the terms of our Fund II joint venture, we are required to first offer to Fund II all of our opportunities to acquire retail shopping centers. Only if (i) our joint venture partner elects not to approve Fund II’s pursuit of an acquisition opportunity; (ii) the ownership of the acquisition opportunity by Fund II would create a material conflict of interest for us; (iii) we require the acquisition opportunity for a “like-kind” exchange; or (iv) the consideration payable for the acquisition opportu- nity is our Common Shares, OP Units or other securities, may we pursue the opportunity directly. As a result, we may not be able to make attractive acquisitions directly and may only receive a minority interest in such acquisitions through Fund II. We operate through a partnership structure, which could have an adverse effect on our ability to man- age our assets. Our primary property-owning vehicle is the Operating Partner- ship, of which we are the general partner. Our acquisition of properties through the Operating Partnership in exchange for interests in the Operating Partnership may permit certain tax deferral advantages to limited partners who contribute properties to the Operating Partnership. Since properties contributed to the Operating Partnership may have unreal- ized gain attributable to the difference between the fair market value and adjusted tax basis in such properties prior to contribution, the sale of such properties could cause adverse tax consequences to the limited partners who con- tributed such properties. Although we, as the general partner of the Operating Partnership, generally have no obligation to There are risks relating to investments in real estate. Real property investments are subject to varying degrees of risk. Real estate values are affected by a number of factors, including: changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for real estate in an area), the quality and philos- ophy of management, competition from other available space, the ability of the owner to provide adequate maintenance and insurance and to control variable operating costs. Shop- ping centers, in particular, may be affected by changing perceptions of retailers or shoppers regarding the safety, convenience and attractiveness of the shopping center and by the overall climate for the retail industry generally. Real estate values are also affected by such factors as government regulations, interest rate levels, the availability of financing and potential liability under, and changes in, environmental, zoning, tax and other laws. A significant portion of our income is derived from rental income from real property, our income and cash flow would be adversely affected if a significant number of our tenants were unable to meet their obligations, or if we were unable to lease on economically favorable terms a significant amount of space in our properties. In the event of default by a tenant, we may experience delays in enforcing, and incur substantial costs to enforce, our rights as a land- lord. In addition, certain significant expenditures associated with each equity investment (such as mortgage payments, real estate taxes and maintenance costs) are generally not reduced when circumstances cause a reduction in income from the investment. The bankruptcy of, or a downturn in the business of, any of our major tenants may adversely affect our cash flows and property values. The bankruptcy of, or a downturn in the business of, any of our major tenants causing them to reject their leases, or not renew their leases as they expire, or renew at lower rental rates may adversely affect our cash flows and property values. Furthermore, the impact of vacated anchor space and the potential reduction in customer traffic may adversely impact the balance of tenants at the center. Certain of our tenants have experienced financial difficulties and have filed for bankruptcy under Chapter 11 of the Acadia Realty Trust 2006 Annual Report 10 United States Bankruptcy Code (“Chapter 11 Bankruptcy”). wholly-owned portfolio. Our operating results could be Pursuant to bankruptcy law, tenants have the right to reject adversely affected if market conditions, such as an oversupply their leases. In the event the tenant exercises this right, the of space or a reduction in demand for real estate, in this landlord generally has the right to file a claim for lost rent area become more competitive relative to other geographic equal to the greater of either one year’s rent (including areas. tenant expense reimbursements) for remaining terms greater than one year, or 15% of the rent remaining under the balance of the lease term, but not to exceed three years rent. Actual amounts to be received in satisfaction of those claims will be subject to the tenant’s final plan of reorgani- zation and the availability of funds to pay its creditors. Our ability to change our portfolio is limited because real estate investments are illiquid. Equity investments in real estate are relatively illiquid and, therefore, our ability to change our portfolio promptly in response to changed conditions will be limited. Our board of trustees may establish investment criteria or limitations Since January 1, 2003, there have been two significant tenant as it deems appropriate, but currently does not limit the bankruptcies within our portfolio: On May 30, 2003, The Penn Traffic Company (“Penn Traffic”) filed for protection under Chapter 11 Bankruptcy. Penn Traffic operated in one location in our wholly-owned portfolio in 52,000 square feet. Rental revenues from this tenant at this location were $0.3 million, $0.4 million and $0.5 million for the years ended December 31, 2006, 2005 and 2004, respectively. As of November 3, 2006 we sold this property. Penn Traffic also operated in a location occupying 55,000 square feet at a property in which we, through Fund I, hold a 22.2% ownership interest. Penn Traffic rejected the lease at this location on February 20, 2004. Our pro-rata share of rental revenues from the tenant at this location was $0.02 million for the year ended December 31, 2004. On January 14, 2004, KB Toys (“KB”) filed for protection under Chapter 11 Bankruptcy. KB operated in five locations in our wholly-owned portfolio totaling approximately 41,000 square feet. Rental revenues from KB at these locations aggregated $0.3 million, $0.3 million and $0.8 million for the years ended December 31, 2006, 2005 and 2004, respectively. KB rejected the lease at three of these locations and continues to operate in two of our wholly-owned locations but has neither assumed nor rejected these two leases. KB also oper- ated in a location occupying 20,000 square feet at a property in which we hold a 22.2% ownership interest. KB rejected the lease at this location during 2004 and our pro-rata share of rental revenues at this location were $0.04 million for the year ended December 31, 2004. We could be adversely affected by poor market conditions where properties are geographically concentrated. Our performance depends on the economic conditions number of properties in which we may seek to invest or on the concentration of investments in any one geographic region. We could change our investment, disposition and financing policies without a vote of our shareholders. Market interest rates could have an adverse effect on our share price. One of the factors that may influence the trading price of our Common Shares is the annual dividend rate on our Common Shares as a percentage of its market price. An increase in market interest rates may lead purchasers of our Common Shares to seek a higher annual dividend rate, which could adversely affect the market price of our Common Shares and our ability to raise additional equity in the public markets. We could become highly leveraged, resulting in increased risk of default on our obligations and in an increase in debt service requirements which could adversely affect our financial condition and results of operations and our ability to pay distributions. We have incurred, and expect to continue to incur, indebted- ness in furtherance of our activities. Neither our Declaration of Trust nor any policy statement formally adopted by our board of trustees limits either the total amount of indebted- ness or the specified percentage of indebtedness that we may incur. Accordingly, we could become more highly leveraged, resulting in increased risk of default on our obligations and in an increase in debt service requirements which could adversely affect our financial condition and results of oper- ations and our ability to make distributions. Our loan agreements contain customary representations, covenants and events of default. Certain loan agreements require us to comply with certain affirmative and negative covenants, including the maintenance of certain debt service in markets in which our properties are concentrated. We coverage and leverage ratios. have significant exposure to the New York region, from which we derive 33% of the annual base rents within our Interest expense on our variable debt as of December 31, 2006 would increase by $0.9 million annually for a 100 basis point 11 Acadia Realty Trust 2006 Annual Report increase in interest rates. We may seek additional variable-rate adversely affect our ability to sell or rent that property or financing if and when pricing and other commercial and to borrow using that property as collateral, which, in turn, financial terms warrant. As such, we would consider hedging would reduce our revenues and ability to make distributions. against the interest rate risk related to such additional variable- rate debt through interest rate swaps and protection agree- ments, or other means. A property can also be adversely affected either through physical contamination or by virtue of an adverse effect upon value attributable to the migration of hazardous or We enter into interest-rate hedging transactions, including toxic substances, or other contaminants that have or may interest rate swaps and cap agreements, with counterparties. have emanated from other properties. Although our tenants There can be no guarantee that the financial condition of these are primarily responsible for any environmental damages counterparties will enable them to fulfill their obligations and claims related to the leased premises, in the event of under these agreements. We may not be able to renew current leases and the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms. Upon the expiration of current leases for space located in our properties, we may not be able to re-let all or a portion of that space, or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms. If we are unable to re-let promptly all or a substantial portion of the space located in our properties or if the rental rates we receive upon re-letting are significantly lower than current rates, our net income and ability to make expected distributions to our shareholders will be adversely affected due to the resulting reduction in rent receipts. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. See “Item 2. Properties — Lease Expirations” in this Annual Report on Form 10-K for additional information as to the scheduled lease expirations in our portfolio. the bankruptcy or inability of any of our tenants to satisfy any obligations with respect to the property leased to that tenant, we may be required to satisfy such obligations. In addition, we may be held directly liable for any such dam- ages or claims irrespective of the provisions of any lease. From time to time, in connection with the conduct of our business, and prior to the acquisition of any property from a third party or as required by our financing sources, we authorize the preparation of Phase I environmental reports and, when necessary, Phase II environmental reports, with respect to our properties. Based upon these environmental reports and our ongoing review of our properties, as of the date of this prospectus supplement, we are not aware of any environmental condition with respect to any of our prop- erties that we believe would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that the environmental reports will reveal all envi- ronmental conditions at our properties or that the following will not expose us to material liability in the future: ■ The discovery of previously unknown environmental Possible liability relating to environmental matters. conditions; Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner ■ Changes in law; of real property, we may be liable for the costs of removal ■ Activities of tenants; and or remediation of certain hazardous or toxic substances at, on, in or under our property, as well as certain other poten- tial costs relating to hazardous or toxic substances (including ■ Activities relating to properties in the vicinity of our properties. government fines and penalties and damages for injuries Changes in laws increasing the potential liability for environ- to persons and adjacent property). These laws may impose mental conditions existing on properties or increasing the liability without regard to whether we knew of, or were restrictions on discharges or other conditions may result in responsible for, the presence or disposal of those substances. significant unanticipated expenditures or may otherwise This liability may be imposed on us in connection with the adversely affect the operations of our tenants, which could activities of an operator of, or tenant at, the property. The adversely affect our financial condition or results of operations. cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may Competition may adversely affect our ability to pur- chase properties and to attract and retain tenants. There are numerous commercial developers, real estate com- panies, financial institutions and other investors with greater Acadia Realty Trust 2006 Annual Report 12 financial resources than we have that compete with us in is subject to numerous risks, including risks of construction seeking properties for acquisition and tenants who will lease delays, cost overruns or force majeure that may increase space in our properties. Our competitors include other REITs, project costs, new project commencement risks such as the financial institutions, insurance companies, pension funds, receipt of zoning, occupancy and other required govern- private companies and individuals. This competition may mental approvals and permits, and the incurrence of devel- result in a higher cost for properties that we wish to purchase. opment costs in connection with projects that are not In addition, retailers at our properties face increasing compe- pursued to completion. tition from outlet malls, discount shopping clubs, Internet commerce, direct mail and telemarketing, which could (i) reduce rents payable to us; (ii) reduce our ability to attract and retain tenants at our properties; and (iii) lead to increased vacancy rates at our properties. We have pursued, and may in the future continue to pursue, extensive growth opportunities which may result in significant demands on our operational, administrative and financial resources. We have pursued extensive growth opportunities. This expansion has placed significant demands on our operational, administrative and financial resources. The continued growth of our real estate portfolio can be expected to continue to place a significant strain on its resources. Our future perform- ance will depend in part on our ability to successfully attract and retain qualified management personnel to manage the growth and operations of our business and to finance such acquisitions. In addition, acquired properties may fail to operate at expected levels due to the numerous factors that may affect the value of real estate. There can be no assurance that we will have sufficient resources to identify and manage acquired properties or otherwise be able to maintain our historic rate of growth. Our inability to carry out our growth strategy could adversely affect our financial condition and results of operations. Our earnings growth strategy is based on the acquisition and development of additional properties, including acquisitions through co-investment programs such as joint ventures. In the context of our business plan, “development” generally means an expansion or renovation of an existing property. The consummation of any future acquisitions will be subject to satisfactory completion of our extensive valuation analysis and due diligence review and to the negotiation of definitive documentation. We cannot be sure that we will be able to implement our strategy because we may have difficulty find- ing new properties, negotiating with new or existing tenants or securing acceptable financing. Acquisitions of additional properties entail the risk that invest- ments will fail to perform in accordance with expectations, including operating and leasing expectations. Redevelopment A component of our growth strategy is through private-equity type investments made through our RCP Venture. These include investments in operating retailers. The inability of the retailers to operate profitably would have an adverse impact on income realized from these investments. Our board of trustees may change our investment policy without shareholder approval. Our board of trustees will determine our investment and financing policies, our growth strategy and our debt, capital- ization, distribution, acquisition, disposition and operating policies. Our board of trustees may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number of properties in which we may seek to invest or on the concentration of investments in any one geographic region. Although our board of trustees has no present intention to revise or amend our strategies and policies, it may do so at any time without a vote by our shareholders. Accordingly, our shareholders’ control over changes in our strategies and policies is limited to the election of trustees, and changes made by our board of trustees may not serve the interests of all of our shareholders and could adversely affect our financial condition or results of operations, including our ability to distribute cash to shareholders or qualify as a REIT. There can be no assurance we have qualified or will remain qualified as a REIT for federal income tax purposes. We believe that we have met the requirements for qualifi- cation as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 1993, and we intend to continue to meet these requirements in the future. However, qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code, for which there are only limited judicial or administrative interpretations. No assurance can be given that we have qualified or will remain qualified as a REIT. The Internal Revenue Code provisions and income tax regu- lations applicable to REITs are more complex than those applicable to corporations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a 13 Acadia Realty Trust 2006 Annual Report REIT. In addition, no assurance can be given that legislation, and rent loss insurance on most of our properties, with regulations, administrative interpretations or court decisions policy specifications and insured limits customarily carried will not significantly change the requirements for qualification for similar properties. However, with respect to those proper- as a REIT or the federal income tax consequences of such ties where the leases do not provide for abatement of rent qualification. If we do not qualify as a REIT, we would not under any circumstances, we generally do not maintain rent be allowed a deduction for distributions to shareholders in loss insurance. In addition, there are certain types of losses, computing our net taxable income. In addition, our income such as losses resulting from wars, terrorism or acts of God would be subject to tax at the regular corporate rates. We that generally are not insured because they are either unin- also could be disqualified from treatment as a REIT for the surable or not economically insurable. Should an uninsured four taxable years following the year during which qualifi- loss or a loss in excess of insured limits occur, we could lose cation was lost. Cash available for distribution to our share- capital invested in a property, as well as the anticipated future holders would be significantly reduced for each year in which revenues from a property, while remaining obligated for any we do not qualify as a REIT. In that event, we would not be mortgage indebtedness or other financial obligations related required to continue to make distributions. Although we to the property. Any loss of these types would adversely affect currently intend to continue to qualify as a REIT, it is possible our financial condition. that future economic, market, legal, tax or other considerations may cause us, without the consent of the shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification. Distribution requirements imposed by law limit our operating flexibility. To maintain our status as a REIT for federal income tax pur- poses, we are generally required to distribute to our share- Limits on ownership of our capital shares. For the Company to qualify as a REIT for federal income tax purposes, among other requirements, not more than 50% of the value of our capital shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Inter- nal Revenue Code to include certain entities) during the last half of each taxable year after 1993, and such capital shares must be beneficially owned by 100 or more persons during holders at least 90% of our taxable income for that calendar at least 335 days of a taxable year of 12 months or during a year. Our taxable income is determined without regard to any deduction for dividends paid and by excluding net capital gains. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax proportionate part of a shorter taxable year (in each case, other than the first such year). Our Declaration of Trust includes certain restrictions regarding transfers of our capital shares and ownership limits that are intended to assist us in satis- fying these limitations. These restrictions and limits may not on our undistributed income. In addition, we will incur a 4% be adequate in all cases, however, to prevent the transfer of nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of (i) 85% of our ordinary income for that year; (ii) 95% of our capital our capital shares in violation of the ownership limitations. The ownership limit discussed above may have the effect of delaying, deferring or preventing someone from taking gain net income for that year and; (iii) 100% of our undistrib- control of us. uted taxable income from prior years. We intend to continue to make distributions to our shareholders to comply with the distribution requirements of the Internal Revenue Code and to reduce exposure to federal income and nondeductible excise taxes. Differences in timing between the receipt of income and the payment of expenses in determining our income and the effect of required debt amortization payments could require us to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition. Actual or constructive ownership of our capital shares in excess of the share ownership limits contained in our Decla- ration of Trust would cause the violative transfer or owner- ship to be null and void from the beginning and subject to purchase by us at a price equal to the lesser of (i) the price stipulated in the challenged transaction; and (ii) the fair market value of such shares (determined in accordance with the rules set forth in our declaration of trust). As a result, if a violative transfer were made, the recipient of the shares would not acquire any economic or voting rights attributable to the transferred shares. Additionally, the constructive own- ership rules for these limits are complex and groups of related We carry comprehensive liability, fire, extended coverage individuals or entities may be deemed a single owner and consequently in violation of the share ownership limits. Acadia Realty Trust 2006 Annual Report 14 Adverse legislative or regulatory tax changes could have an adverse effect on us. The loss of a key executive officer could have an adverse effect on us. There are a number of issues associated with an investment Our success depends on the contribution of key management in a REIT that are related to the federal income tax laws, members. The loss of the services of Kenneth F. Bernstein, including, but not limited to, the consequences of failing President and Chief Executive Officer, or other key executive- to continue to qualify as a REIT. At any time, the federal level employees could have a material adverse effect on our income tax laws governing REITs or the administrative inter- results of operations. Although we have entered into an pretations of those laws may be amended. Any of those employment agreement with Mr. Kenneth F. Bernstein, new laws or interpretations may take effect retroactively the loss of his services could have an adverse effect on and could adversely affect us or our shareholders. Recently our operations. enacted legislation reduces tax rates applicable to certain corporate dividends paid to most domestic noncorporate shareholders. REIT dividends generally are not eligible for reduced rates because a REIT’s income generally is not subject to corporate level tax. As a result, investment in non-REIT corporations may be viewed as relatively more attractive ITEM 1B. UNRESOLVED STAFF COMMENTSx None. ITEM 2. PROPERTIESx than investment in REIT’s by domestic noncorporate investors. This could adversely affect the market price of the Com- Shopping Center Properties The discussion and tables in this Item 2 include properties pany’s shares. Concentration of ownership by certain investors. Six shareholders own 5% or more individually, and 42.7% in the aggregate, of our Common Shares. A significant concentration of ownership may allow an investor to exert a greater influence over our management and affairs and may have the effect of delaying, deferring or preventing a change in control of us. held through consolidated and unconsolidated joint ventures in which we own a partial interest (“Consolidated Joint Ven- ture Portfolio” and “Unconsolidated Joint Venture Portfolio,” respectively). Except where noted, it does not include our partial interest in 25 anchor-only leases with Kroger and Safeway supermarkets. These are detailed separately within this Item 2 as the majority of these properties are free-stand- ing and all are triple-net leases. As of December 31, 2006, we owned and operated 47 Restrictions on a potential change of control. shopping centers as part of our wholly-owned portfolio and Our Board of Trustees is authorized by our Declaration of Consolidated and Unconsolidated Joint Venture Portfolios, Trust to establish and issue one or more series of preferred which included a mixed-use property (retail and residential), shares without shareholder approval. We have not established and twelve properties under redevelopment. Our shopping any series of preferred shares. However, the establishment centers, which total approximately 8.4 million square feet of and issuance of a series of preferred shares could make more gross leaseable area (“GLA”), are located in 14 states and difficult a change of control of us that could be in the best are generally well-established, anchored community and interest of the shareholders. In addition, we have entered into an employment agreement with our Chief Executive Officer and severance agreements are in place with our senior vice presidents which provide that, upon the occurrence of a change in control of us and either the termination of their employment without cause (as defined) or their resignation for good reason (as defined), those executive officers would be entitled to certain termina- tion or severance payments made by us (which may include neighborhood shopping centers. The operating properties are diverse in size, ranging from approximately 15,000 to 815,000 square feet with an average size of 116,000 square feet. As of December 31, 2006, our wholly-owned portfolio and the Consolidated and Unconsolidated Joint Venture Portfolios (excluding properties under redevelopment) were 94.0% and 95.1% occupied, respectively. Our shopping centers are typically anchored by supermarkets or value- oriented retail. a lump sum payment equal to defined percentages of annual We had approximately 656 leases as of December 31, 2006. salary and prior years’ average bonuses, paid in accordance A majority of our rental revenues were from national tenants. with the terms and conditions of the respective agreement), A majority of the income from the properties consists of rent which could deter a change of control of us that could be received under long-term leases. Most of these leases provide in our best interest. for the payment of fixed minimum rent monthly in advance 15 Acadia Realty Trust 2006 Annual Report and for the payment by tenants of a pro-rata share of the Seven of our shopping center properties are subject to long- real estate taxes, insurance, utilities and common area term ground leases in which a third party owns and has maintenance of the shopping centers. Minimum rents and leased the underlying land to us. We pay rent for the use expense reimbursements accounted for approximately 82% of the land at seven locations and are responsible for all costs of our total revenues for the year ended December 31, 2006. and expenses associated with the building and improvements As of December 31, 2006, approximately 43% of our existing at all seven locations. leases also provided for the payment of percentage rents No individual property contributed in excess of 10% of our either in addition to, or in place of, minimum rents. These total revenues for the years ended December 31, 2006, 2005 arrangements generally provide for payment to us of a certain and 2004. Reference is made to our consolidated financial percentage of a tenant’s gross sales in excess of a stipulated statements in Item 8 of this Annual Report on form 10-K for annual amount. Percentage rents accounted for approximately information on the mortgage debt pertaining to our proper- 1% of the total 2006 revenues of the Company. ties. The following sets forth more specific information with respect to each of our shopping centers at December 31, 2006: Wholly-Owned Properties Shopping Center Location Acquired (A) Interest GLA Year Constructed (C) Ownership Anchor Tenants Occupancy (1) % Current Lease Expiration/ Lease Option Expiration 12/31/06 NEW YORK REGION Connecticut 239 Greenwich Avenue Greenwich 1998 (A) Fee 16,834 (3) 100% Restoration Hardware 2015/2025 Coach 2016/2021 New York Village Commons Shopping Center Branch Shopping Plaza Smithtown Smithtown Pacesetter Park Shopping Center Pomona Amboy Road Staten Island Bartow Avenue 2914 Third Avenue New Jersey The Bronx The Bronx 1998 (A) 1998 (A) 1999 (A) 2005 (A) 2005 (C) 2006 (A) Fee LI (4) Fee LI (4) Fee Fee 87,169 125,751 96,698 60,090 14,694 43,500 86% 100% 98% 98% Daffy’s 2008/2028 Waldbaum’s 2013/2028 CVS 2010/— Stop & Shop 2020/2040 Waldbaum’s 2028/— Duane Reade 2008/2018 51% 100% Sleepy’s 2009/2014 Dr. J’s 2021/— Elmwood Park Shopping Center Elmwood Park 1998 (A) Fee 149,085 100% Pathmark 2017/2052 Walgreen’s 2022/2062 Boonton Shopping Center Boonton 2006 (A) Fee 62,908 98% A&P 2024 NEW ENGLAND REGION Connecticut Town Line Plaza Massachusetts Rocky Hill 1998 (A) Fee 206,356 (2) 100% Stop & Shop 2023/2063 Wal-Mart (2) Methuen Shopping Center Methuen 1998 (A) LI/Fee (4) 130,021 97% DeMoulas Market 2015/2020 Crescent Plaza Brockton 1984 (A) Fee 218,141 99% Shaw’s 2012/2042 Wal-Mart 2011/2051 Home Depot 2021/2056 New York New Loudon Center Rhode Island Walnut Hill Plaza Vermont Latham 1982 (A) Fee 255,826 100% Price Chopper 2015/2035 Marshall’s 2014/2029 Bon Ton 2014/2034 Raymour and Flanigan 2019/2034 Woonsocket 1998 (A) Fee 285,418 98% Shaw’s 2013/2043 Sears 2008/2033 The Gateway Shopping Center South Burlington 1999 (A) Fee 101,784 96% Shaw’s 2024/2053 Acadia Realty Trust 2006 Annual Report 16 Shopping Center Location Acquired (A) Interest GLA Year Constructed (C) Ownership Anchor Tenants Occupancy (1) % Current Lease Expiration/ Lease Option Expiration 12/31/06 MIDWEST REGION Illinois Hobson West Plaza Naperville 1998 (A) Fee 98,902 99% Bobak’s Market & Restaurant 2007/2032 Clark Diversey Chicago 2006 (A) Fee 19,265 100% Papyrus 2010/2015 Starbucks 2010/2015 Nine West 2009/— The Vitamin Shoppe 2014/2024 Indiana Merrillville Plaza Michigan Merrillville 1998 (A) Fee 235,678 96% TJ Maxx 2009/2014 JC Penney 2008/2018 Office Max 2008/2028 Bloomfield Town Square Bloomfield Hills 1998 (A) Fee 232,366 87% TJ Maxx 2009/— Marshalls 2011/2026 Home Goods 2010/2025 Ohio Mad River Station MID-ATLANTIC REGION New Jersey Dayton 1999 (A) Fee 155,838 (6) 79% Babies ‘R’ Us 2010/2020 Office Depot 2010/— Marketplace of Absecon Absecon 1998 (A) Fee 105,097 95% Acme 2015/2055 Ledgewood Mall Ledgewood 1983 (A) Fee 518,950 88% Wal-Mart 2019/2049 Eckerd Drug 2020/2040 Macy’s 2010/2025 The Sports Authority 2007/2037 Circuit City 2020/2040 Marshalls 2014/2034 Pennsylvania Abington Towne Center Abington 1998 (A) Fee 216,355 (5) 98% TJ Maxx 2010/2020 Blackman Plaza Mark Plaza Plaza 422 Route 6 Mall Chestnut Hill Wilkes-Barre Edwardsville Lebanon Honesdale Philadelphia 1968 (C) 1968 (C) Fee LI/Fee (4) 1972 (C) 1994 (C) 2006 (A) Fee Fee Fee 125,264 216,401 154,878 175,505 40,570 Target (6) Kmart 2009/2049 Redner’s Markets 2018/2028 Kmart 2009/2049 Home Depot 2028/2058 Kmart 2020/2070 93% 97% 69% 99% 100% Borders 2010/— Limited Express 2009/— Wholly-owned portfolio 4,149,344 94% 17 Acadia Realty Trust 2006 Annual Report Properties Held In Consolidated Joint Ventures Year Constructed (C) Ownership Shopping Center Location Acquired (A) Interest GLA Anchor Tenants Occupancy (1) % Current Lease Expiration/ Lease Option Expiration 12/31/06 NEW YORK REGION New York Tarrytown Shopping Centre Tarrytown 2004 (A) JV (9) 35,291 85% Walgreen’s 2080/— MIDWEST REGION Illinois Oakbrook Ohio Oakbrook 2005 (A) JV (4) (10) 112,000 100% Neiman Marcus 2011/2029 Amherst Marketplace Cleveland 2002(A) JV (9) 79,945 100% Giant Eagle 2021/2041 Granville Centre Sheffield Crossing Columbus Cleveland 2002(A) 2002(A) JV (9) JV (9) 134,997 112,534 43% 94% Riser Foods Company/ Pharmacy 2012/2027 Lifestyle Family Fitness 2017/2027 Giant Eagle 2022/2042 Revco Drug 2012/2027 VARIOUS REGIONS Kroger/Safeway Portfolio JV REDEVELOPMENTS New York 400 E. Fordham Road Pelham Manor Shopping Plaza 161st Street Sherman Avenue Liberty Avenue 216th Street Various 2003 (A) JV (9) 1,018,100 100% 25 Kroger/Safeway Supermarkets 2009/2049 Sears 2021/2031 City of New York 2027/2032 The Bronx Westchester The Bronx New York New York New York 2004 (A) 2004 (A) 2005 (A) 2005 (A) 2005 (A) 2005 (A) JV (10) JV (4) (10) JV (10) JV (10) 117,355 398,775 223,611 134,773 100% 29% 100% 100% JV (4) (10) — (12) — (12) JV (10) — (12) — (12) Consolidated Joint Venture Portfolio 2,367,381 89% Acadia Realty Trust 2006 Annual Report 18 Properties Held In Unconsolidated Joint Ventures Year Shopping Center Location Acquired (A) Interest GLA Constructed (C) Ownership Anchor Tenants Occupancy (1) % Current Lease Expiration/ Lease Option Expiration 12/31/06 NEW YORK REGION New York Crossroads Shopping Center White Plains 1998 (A) JV (7) 310,644 98% Waldbaum’s 2007/2032 Kmart 2012/2022 B. Dalton 2012/2017 Modell’s 2009/2019 MID-ATLANTIC REGION Delaware Brandywine Town Center Wilmington 2003 (A) JV (11) 815,215 98% Drexel Heritage 2016/2026 Michaels 2011/2006 Old Navy (The Gap) 2011/2016 Petsmart 2017/2042 Thomasville Furniture 2011/2021 Access Group 2015/2025 Bed, Bath & Beyond 2014/2029 Dick’s Sporting Goods 2013/2028 Lowe’s Home Centers 2018/2048 Regal Cinemas 2017/2037 Target 2018/2068 Transunion Settlement 2013/2018 The Bombay Company 2015/2025 Lane Home Furnishings 2015/2030 MJM Designer 2015/2035 Market Square Shopping Center Wilmington 2003 (A) JV (11) 102,562 79% Trader Joe’s 2013/2028 TJ Maxx 2006/2016 JV Redevelopments Michigan Sterling Heights Shopping Center Detroit 2004 (A) JV (9) 154,835 64% Burlington Coat Factory 2024/— Delaware Naamans Road South Carolina Hitchcock Plaza Pine Log Plaza Virginia Wilmington 2006 (C) JV (11) 19,932 45% Tweeters 2026/2046 Aiken 2004 (A) JV (9) 232,383 78% Bed, Bath & Beyond 2008/2017 Club Fitness 2004/2014 Old Navy 2006/2021 Stein Mart 2006/2016 Ross Dress for Less 2006/2017 TJ Maxx 2006/2016 Aiken 2004 (A) JV (9) 35,064 82% Haygood Shopping Center Virginia Beach 2004 (A) JV (9) 178,335 75% Eckerd Drug 2009/— Unconsolidated Joint Venture Portfolio 1,848,970 81% Notes: (1) Does not include space leased for which rent has not yet commenced. (2) Includes a 92,500 square foot Wal-Mart which is not owned us. (3) In addition to the 16,834 square feet of retail GLA, this property also has 21 apartments comprising 14,434 square feet. (4) We are a ground lessee under a long-term ground lease. (5) Includes a 157,616 square foot Target Store that is not owned by the Company. (6) The GLA for this property includes 28,205 square feet of office space. (7) We have a 49% investment in this property. (8) Does not include 50,000 square feet of new space in Phase II of the Brandywine Town Center, which will be paid for on an Earn-out basis only if, and when, it is leased. (9) We have invested in this asset through Fund I. (10) We have invested in this asset through Fund II. (11) We have invested in this asset with Ginsburg Development Corp. (GDC). (12) Under redevelopment. 19 Acadia Realty Trust 2006 Annual Report Major Tenants No individual retail tenant accounted for more than 5.4% of minimum rents for the year ended December 31, 2006, or 8.8% of total leased GLA as of December 31, 2006. The following table sets forth certain information for the 20 largest retail tenants based upon minimum rents in place as of December 31, 2006. The table includes leases related to our partial interest in 25 anchor-only leases with Kroger and Safeway supermarkets. The amounts below include our pro-rata share of GLA and annualized base rent for our partial ownership interest in properties (GLA and rent in thousands): Retail Tenant Albertsons (Shaw’s, Acme) A&P (Waldbaum’s) T.J. Maxx (T.J. Maxx, Marshalls, A.J. Wrights) Sears (Sears, Kmart) Wal-Mart Ahold (Stop & Shop) Home Depot Pathmark Price Chopper Restoration Hardware Kroger (3) Safeway (4) Federated (Macy’s) Sleepy’s JC Penney CVS Limited Brands – Express Payless Shoesource Borders Books Circuit City Total Notes: Number of Stores in Portfolio Total GLA Annualized Base Rent (1) Total Portfolio GLA (2) Annualized Base Rent (2) Percentage of Total Represented by Retail Tenant 4 4 9 6 2 2 2 1 1 1 12 13 1 5 1 4 1 9 1 1 80 221 168 266 459 210 118 211 48 77 9 156 132 73 36 50 33 13 28 19 $ 3,013 2,813 2,018 1,686 1,515 1,289 1,010 956 804 697 1,137 1,134 651 621 495 527 510 509 482 4.2% 3.3% 5.1% 8.8% 4.0% 2.3% 4.1% 0.9% 1.5% 0.2% 3.0% 2.5% 1.4% 0.7% 1.0% 0.6% 0.3% 0.5% 0.4% 5.4% 5.0% 3.6% 3.0% 2.7% 2.3% 1.8% 1.7% 1.5% 1.2% 2.0% 2.0% 1.2% 1.1% 0.9% 1.0% 0.9% 0.9% 0.9% 33 2,360 450 $ 22,317 0.6% 45.4% 0.8% 39.9% (1) Base rents do not include percentage rents (except where noted), additional rents for property expense reimbursements, and contractual rent escalations due after December 31, 2006. (2) Represents total GLA and annualized base rent for our retail properties including its pro-rata share of Joint Venture Properties. (3) Kroger has sub-leased four of these locations to supermarket tenants, two locations to a non-supermarket tenant and ceased operations at one other location. Kroger is obligated to pay rent through the full term of these leases which expire in 2009. (4) Safeway has sub-leased seven of these locations to supermarket tenants, one location to a non-supermarket tenant and ceased operations at one other location. Safeway is obligated to pay rent through the full term of all these leases which expire in 2009. Acadia Realty Trust 2006 Annual Report 20 Lease Expirations The following table shows scheduled lease expirations for retail tenants in place as of December 31, 2006, assuming that none of the tenants exercise renewal options. Leases related to our joint venture properties are shown separately below before our pro-rata share of annual base rent and GLA (GLA and rent in thousands): Wholly-Owned Portfolio: Leases maturing in Number of Leases 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Thereafter Total 75 55 66 56 38 9 13 17 14 11 29 383 Annualized Base Rent (1) GLA Percentage of Total Square Feet Percentage of Total Current Annual Rent $4,082 4,720 4,934 5,530 2,675 1,591 2,206 1,926 3,362 1,348 11,676 $44,050 9% 11% 11% 13% 6% 4% 5% 4% 8% 3% 26% 100% 360 321 500 484 166 166 151 216 190 65 1,024 3,643 Consolidated and Unconsolidated Joint Venture Portfolios: Annualized Base Rent (1) GLA Number of Leases 109 25 44 11 20 6 7 13 10 3 25 273 Leases maturing in 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Thereafter Total Note: Current Annual Rent $ 4,152 3,110 10,182 767 7,538 697 2,067 2,270 3,218 514 9,844 $ 44,359 Percentage of Total 9% 7% 23% 2% 17% 2% 5% 5% 7% 1% 22% 100% Square Feet 396 198 1,150 47 422 53 117 124 166 66 892 3,631 (1) Base rents do not include percentage rents, additional rents for property expense reimbursements, nor contractual rent escalations due after December 31, 2006. 21 Acadia Realty Trust 2006 Annual Report 10% 9% 14% 13% 5% 5% 4% 6% 5% 2% 27% 100% Percentage of Total 11% 5% 32% 1% 12% 1% 3% 3% 5% 2% 25% 100% Geographic Concentrations The following table summarizes our retail properties by region as of December 31, 2006. (GLA and rent in thousands): Region GLA (1) Occupied % (2) Annualized Base Rent (2) Annualized Base Rent Per Leased Square Foot Wholly-Owned Portfolio: New York Region New England Midwest Mid-Atlantic Total Wholly-Owned Portfolio 657 1,197 742 1,553 4,149 96% 98% 90% 91% 94% $14,512 10,091 8,554 10,892 $44,049 $22.92 9.33 12.81 8.64 $12.09 Consolidated and Unconsolidated Joint Venture Portfolios: Operating Properties Midwest (3) Mid-Atlantic (4) New York Region (5) Total Operating Properties Redevelopment Properties: Midwest (6) Mid-Atlantic (7) New York Region (8) Total Redevelopment Properties Total Joint Venture Portfolio Notes: 439 918 346 1,703 155 466 874 1,495 3,198 81% 96% 96% 92% 64% 76% 68% 70% 82% $ 3,481 $ 9.78 13,707 6,923 24,111 608 3,272 8,355 12,235 $36,346 15.58 20.79 15.37 6.13 9.27 14.10 11.71 $13.91 Percentage of Total Represented by Region GLA 16% 29% 18% 37% 100% 26% 54% 20% 100% 11% 31% 58% 100% 100% Annualized Base Rent 33% 23% 19% 25% 100% 14% 57% 29% 100% 5% 27% 68% 100% 100% (1) Property GLA includes a total of 255,000 square feet which is not owned by us. This square footage has been excluded for calculating annualized base rent per square foot. (2) The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced. (3) We have a 37.78% interest in Fund I which owns three properties and a 20% interest in Fund II which owns one property. (4) Does not include 50,000 square feet of new space in Phase II of the Brandywine Town Center, which will be paid for by us on an “earn-out basis” only if and when it is leased. (5) We have a 49% interest in two partnerships which together own the Crossroads Shopping Center and a 38% interest in Fund I which owns 100% of the Tarrytown Shopping Center. (6) We have a 37.78% interest in Fund I which has a 50% interest in a property. (7) We have a 22.22% interest in one property and a 38% interest in Fund I which has interests ranging from 20% to 50% in three properties. (8) We have a 20% interest in Fund II which has a 96% interest in four properties. Acadia Realty Trust 2006 Annual Report 22 Kroger/Safeway Portfolio In January of 2003, Fund I formed a joint venture (the “Kroger/Safeway JV”) with an affiliate of real estate devel- oper and investor AmCap Incorporated (“AmCap”) for the purpose of acquiring a portfolio of 25 supermarket leases for $48.9 million inclusive of the closing and other related acquisition costs. The portfolio, which aggregates approxi- mately 1.0 million square feet, consists of 25 anchor-only leases with Kroger (12 leases) and Safeway supermarkets (13 leases). The majority of the properties are free-standing and portfolio subject to long-term ground leases with terms, including renewal options, averaging in excess of 80 years, which are master leased to a non-affiliated entity. The rental options for the supermarket leases at the end of their primary lease term in approximately three years (“Primary Term”) are at an average of $5.13 per square foot. Although there is no obligation for the Kroger/Safeway JV to pay ground rent during the Primary Term, to the extent it exercises an option to renew a ground lease for a property at the end of the Primary Term, it will be obligated to pay an average ground all are triple-net leases. The Kroger/Safeway JV acquired the rent of $1.55 per square foot. The following table sets forth more specific information with respect to the 25 supermarket leases: Location Great Bend, KS Cincinnati, OH Conroe, TX Harahan, LA Indianapolis, IN Irving, TX Pratt, KS Roanoke, VA Shreveport, LA Wichita, KS Wichita, KS Atlanta, TX Batesville, AR Benton, AR Carthage, TX Little Rock, AR Longview, WA Mustang, OK Roswell, NM Ruidoso, NM San Ramon, CA Springerville, AZ Tucson, AZ Tulsa, OK Cary, NC Notes: Tenant Kroger Co. (1) Kroger Co. Kroger Co. (2) Kroger Co. (2) Kroger Co. Kroger Co. Kroger Co. (1) Kroger Co. Kroger Co. Kroger Co. (1) Kroger Co. (1) Safeway (3) Safeway (1) Safeway (1) Safeway (1) Safeway (1) Safeway Safeway (1) Safeway (2) Safeway (1) Safeway Safeway Safeway Safeway (1) Kroger Co. (3) Total Gross Leasable Area (“GLA”) 48,000 32,200 75,000 60,000 34,000 43,900 38,000 36,700 45,000 50,000 40,000 31,000 29,000 33,500 27,700 36,000 48,700 30,200 36,300 38,600 54,000 30,500 41,800 30,000 48,000 1,018,100 Current Rent $ 3.33 7.49 6.44 6.41 5.42 6.05 5.26 12.06 9.74 10.40 9.70 6.79 9.74 8.02 7.01 11.22 7.64 7.08 10.12 10.17 8.46 8.24 7.98 8.45 6.37 Rent upon initial option commencement Lease expiration year/Last option expiration year $ 2.40 5.36 4.60 4.61 3.87 4.32 3.78 8.62 6.96 7.48 6.97 3.98 5.72 4.71 4.12 6.58 4.48 4.15 5.94 5.97 4.96 4.83 4.68 4.96 4.55 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 2009/2049 (1) The tenant is obligated to pay rent pursuant to the lease and has sub-leased this location to a supermarket sub-tenant. (2) The tenant is obligated to pay rent pursuant to the lease and has sub-leased this location to a non-supermarket sub-tenant. (3) The tenant is currently not operating at this location although they continue to pay rent in accordance with the lease. 23 Acadia Realty Trust 2006 Annual Report Multi-Family Properties We own two multi-family properties located in the Mid-Atlantic and Midwest regions. As of December 31, 2006, the proper- ties had an average occupancy rate of 90%. The following sets forth more specific information with respect to each of our multi-family properties at December 31, 2006: Multi-Family Property: Missouri (1) Gate House, Holiday House, Tiger Village and Colony Apartments North Carolina Village Apartments Totals Notes: Location Year Acquired Ownership Interest Units % Occupied Columbia 1998 Winston-Salem 1998 Fee Fee 874 92% 600 1,474 86% 90% (1) We own four contiguous residential complexes in Columbia, Missouri which, although owned in two separate entities, are managed as a single property and therefore reflected as such. ITEM 3. LEGAL PROCEEDINGSx We are involved in other various matters of litigation arising in the normal course of business. While we are unable to predict with certainty the amounts involved, management is of the opinion that, when such litigation is resolved, our resulting liability, if any, will not have a significant effect on our consolidated financial position or results of operations. ITEM 4. SUBMISSION OF MATTERS TOx A VOTE OF SECURITY HOLDERSx No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of 2006. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON x EQUITY, RELATED SHAREHOLDER MATTERS AND x ISSUER PURCHASES OF EQUITY SECURITIESx (a) Market Information The following table shows, for the period indicated, the high and low sales price for the Common Shares as reported on the New York Stock Exchange, and cash dividends paid during the two years ended December 31, 2006 and 2005 Quarter Ended High Low Dividend Per Share 2006 March 31, 2006 June 30, 2006 September 30, 2006 December 31, 2006 2005 March 31, 2005 June 30, 2005 September 30, 2005 December 31, 2005 $24.21 $19.79 $0.1850 23.94 26.70 27.13 19.51 22.70 23.81 0.1850 0.1850 0.2000 $16.76 $15.40 $0.1725 18.68 20.13 20.79 15.25 17.38 16.51 0.1725 0.1725 0.1850 At March 1, 2007, there were 348 holders of record of the Company’s Common Shares. Acadia Realty Trust 2006 Annual Report 24 (b) Dividends (c) Issuer purchases of equity securities We have determined that for 2006, 100% of the total dividends We have an existing share repurchase program that authorizes distributed to shareholders represented ordinary income. There management, at its discretion, to repurchase up to $20.0 million was no unrecaptured section 1250 gain or nontaxable return of our outstanding Common Shares. Through March 1, 2007, of capital in 2006. Our cash flow is affected by a number of we had repurchased 2.1 million Common Shares at a total factors, including the revenues received from rental properties, cost of $11.7 million. All of these Common Shares have been our operating expenses, the interest expense on our borrow- subsequently reissued. The program may be discontinued or ings, the ability of lessees to meet their obligations to us and extended at any time and there is no assurance that we will unanticipated capital expenditures. Future dividends paid by purchase the full amount authorized. There were no Common us will be at the discretion of the Trustees and will depend on Shares repurchased by us during the fiscal year ended December our actual cash flows, our financial condition, capital require- 31, 2006. ments, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Trustees deem relevant. (d) Securities authorized for issuance under equity compensation plans The following table provides information related to our 1999 Share Incentive Plan (the “1999 Plan”), 2003 Share Incentive Plan (the “2003 Plan”) and the 2006 Share Incentive Plan (the “2006 Plan”) as of December 31, 2006: Equity Compensation Plan Information (a) (b) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in Column (a)] 550,372 — 550,372 $10.01 — $10.01 729,097 (1) — 729,097 (1) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total Notes: (1) The 1999, 2003 and 2006 Plans authorize the issuance of options equal to up to a total of 12% of the total Common Shares outstanding from time to time on a fully diluted basis. The 2006 Plan authorizes the issuance of a maximum number of 500,000 Common Shares. However, not more than 4,000,000 of the Common Shares in the aggregate may be issued pursuant to the exercise of options and no participant may receive more than 5,000,000 Common Shares during the term of the 1999 and 2003 Plans. No participant may receive more than 500,000 Common Shares during the term of the 2006 Plan. Remaining Common Shares available is as follows: Outstanding Common Shares as of December 31, 2006 Outstanding OP Units as of December 31, 2006 Total Outstanding Common Shares and OP Units 12% of Common Shares pursuant to the 1999 and 2003 Plans Common Shares pursuant to the 2006 Plan Total Common Shares available under equity compensations plans Less: Issuance of Restricted Shares Granted Issuance of Options Granted Number of Common Shares remaining available 31,772,952 642,272 32,415,224 3,889,827 500,000 4,389,827 (880,408) (2,780,322) 729,097 25 Acadia Realty Trust 2006 Annual Report (e) Share Price Performance Graph The following graph compares the cumulative total shareholder return for our Common Shares for the period commencing December 31, 2001 through December 31, 2006 with the cumulative total return on the Russell 2000 Index (“Russell 2000”), the NAREIT All Equity REIT Index (the “NAREIT”) and the SNL Shopping Center REITs (the “SNL”) over the same period. Total return values for the Russell 2000, the NAREIT, the SNL and the Common Shares were calculated based upon cumulative total return assuming the investment of $100.00 in each of the Russell 2000, the NAREIT, the SNL and our Common Shares on December 31, 2001, and assuming reinvestment of such dividends. The shareholder return as set forth in the table below is not necessarily indicative of future performance. Comparison of Five-Year Cumulative Total Return among Acadia Realty Trust, the Russell 2000, the NAREIT and the SNL: Acadia Realty Trust Russell 2000 NAREIT All Equity REIT Index SNL Shopping Center REITS Index 600 500 400 300 200 100 0 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05 12/31/06 Index Acadia Realty Trust Russell 2000 NAREIT All Equity REIT Index SNL Shopping Center REITS Index 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05 12/31/06 100.00 100.00 100.00 100.00 125.41 79.52 103.82 115.58 224.19 117.09 142.37 163.87 305.64 138.55 187.33 222.64 391.01 144.86 210.12 242.95 503.39 171.47 283.78 327.02 Period Ending Acadia Realty Trust 2006 Annual Report 26 ITEM 6. SELECTED FINANCIAL DATAx The following table sets forth, on a historical basis, our selected financial data. This information should be read in conjunction with our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in this Form 10-K. (dollars in thousands, except per share amounts) 2006 2005 2004 2003 2002 Years ended December 31, OPERATING DATA: Revenues Operating expenses Interest expense Depreciation and amortization Gain in sale of land Equity in earnings of unconsolidated partnerships Minority interest Income taxes (benefit expense) Income from continuing operations Income from discontinued operations Net income Basic earnings per share: Income from continuing operations Income from discontinued operations Basic earnings per share Diluted earnings per share: Income from continuing operations Income from discontinued operations Diluted earnings per share Weighted average number of Common Shares outstanding – basic – diluted $102,693 $100,806 $ 87,082 $ 82,791 $ 57,803 46,101 22,451 26,637 — 2,559 5,223 508 15,794 23,219 $ 39,013 $ $ $ $ 0.49 0.71 1.20 0.48 0.70 1.18 41,642 18,804 25,905 — 21,280 (13,952) (2,140) 19,643 983 36,135 16,687 22,781 932 513 (1,466) — 11,458 8,127 $ 20,626 $ 19,585 $ $ $ $ 0.62 0.03 0.65 0.61 0.03 0.64 $ $ $ $ 0.39 0.28 0.67 0.38 0.27 0.65 34,530 15,573 23,672 1,187 985 (4,899) — 6,289 1,564 7,853 0.24 0.06 0.30 0.23 0.06 0.29 $ $ $ $ $ 26,677 8,679 12,441 1,530 542 (1,686) — 10,392 9,007 $ 19,399 $ $ $ $ 0.41 0.36 0.77 0.41 0.35 0.76 32,502 33,153 31,949 32,214 29,341 29,912 26,640 27,232 25,321 25,806 Cash dividends declared per Common Share $ 0.755 $ 0.7025 $ 0.6525 $ 0.595 $ 0.52 BALANCE SHEET DATA: Real estate before accumulated depreciation $677,238 $709,906 $599,558 $ 541,892 $ 375,149 Total assets Total mortgage indebtedness Total convertible notes payable Minority interest in Operating Partnership Minority interests in partially-owned affiliates Total equity OTHER: Funds from Operations (1) Cash flows provided by (used in): Operating activities Investing activities Financing activities See Note on following page. 851,692 347,402 100,000 8,673 105,064 241,119 841,591 386,600 24,400 9,204 137,086 220,576 636,731 271,571 — 6,893 75,244 216,924 556,278 277,817 — 7,875 37,681 169,734 442,034 173,074 — 22,745 12,611 161,323 $ 39,953 $ 35,842 $ 30,004 $ 27,664 $ 30,162 39,627 (58,890) 68,359 50,239 (135,470) 159,425 33,885 (72,860) 40,050 31,031 (76,552) 15,454 29,422 31,855 (50,215) 27 Acadia Realty Trust 2006 Annual Report Note: (1) The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) 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 the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property and depreciation and amortization. However, the Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REIT’s. FFO does not represent cash generated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alter- native to net income for the purpose of evaluating the Com- pany’s performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, the Company defines FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property, plus depreciation and amortization, and after adjustments for uncon- solidated partnerships and joint ventures. See “Item 7. Manage- ment’s Discussion and Analysis of Financial Condition and Results of Operations — Reconciliation of Net Income to Funds from Operations” for the reconciliation of net income to FFO. Acadia Realty Trust 2006 Annual Report 28 Management’s Discussion and Analysis ITEM 7. MANAGEMENT’S DISCUSSION ANDx ANALYSIS OF FINANCIAL CONDITIONx AND RESULTS OF OPERATIONS x Overview We currently operate 74 properties, which we own or have an ownership interest in, consisting of 72 neighborhood and community shopping centers and two multi-family properties, which are located primarily in the Northeast, Mid-Atlantic and Midwestern regions of the United States. We receive income primarily from the rental revenue from tenants at our properties, including recoveries from tenants, offset by operating and overhead expenses. Our primary business objective is to acquire and manage commercial retail properties that will provide cash for distri- butions 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 portfolio of community and neigh- borhood shopping centers and mixed-use properties with a retail component located in markets with strong demographics. ■ Generate internal growth within the portfolio through aggressive redevelopment, re-anchoring and leasing activities. ■ Generate external growth through an opportunistic yet disciplined acquisition program. The emphasis is on target- ing transactions with high inherent opportunity for the creation of additional value through redevelopment and leasing and/or transactions requiring creative capital struc- turing to facilitate the transactions. ■ Partner 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. Results of Operations Comparison of the year ended December 31, 2006 (“2006”) to the year ended December 31, 2005 (“2005”) The Brandywine Portfolio operations were consolidated as part of Fund I for the year ended December 31, 2005. Subsequent to the recapitalization and conversion of interests from Fund I to GDC in January 2006, the Brandywine Portfolio is accounted for under the equity method of accounting for the year ended December 31, 2006. In the following tables, we have excluded the Brandywine Portfolio operations for the year ended Decem- ber 31, 2005 for purposes of comparability with the year ended December 31, 2006. (dollars in millions) Revenues: Minimum rents Percentage rents Expense reimbursements Other property income Management fee income Interest income Other Total revenues 2005 Brandywine 2005 Change from 2005 Adjusted 2006 $ 69.7 1.2 15.0 1.2 5.6 8.3 1.7 $102.7 As Reported $ 75.4 1.3 14.9 2.3 3.6 3.3 — $100.8 Portfolio $(14.0) (0.6) (2.2) (0.2) 0.5 — — $(16.5) Adjusted $61.4 0.7 12.7 2.1 4.1 3.3 — $84.3 $ $ 8.3 0.5 2.3 (0.9) 1.5 5.0 1.7 $18.4 % 13% 71% 18% (43%) 37% 152% 100% 22% The increase in minimum rents was attributable to additional higher tenant reimbursements following the 2005/2006 rents following our acquisition of Chestnut Hill, Clark Diversey, Acquisitions, offset by a decrease in tenant reimbursements A&P Shopping Plaza, 2914 Third Avenue and Boonton Shop- as a result of lower snow removal costs in 2006. Real estate ping Center (60% owned) as well as Fund II acquisitions of tax reimbursements increased $1.8 million, primarily as a Sherman Avenue and 161st Street in New York and a lease- result of the 2005/2006 Acquisitions, as well as general hold interest in Chicago (“2005/2006 Acquisitions”). increases in real estate taxes across the portfolio. Expense reimbursements for both common area maintenance The decrease in other property income was the result of (“CAM”) and real estate taxes increased in 2006. CAM receipt of a bankruptcy claim settlement against a former expense reimbursement increased $0.4 million as a result of tenant in 2005. 29 Acadia Realty Trust 2006 Annual Report Management fee income increased primarily as a result of 2005 and 2006, as well as higher balances in interest earn- fees earned in connection with the acquisition of the Klaff ing assets in 2006. management contract rights in February 2005 and additional management fees earned from our investments in unconsoli- dated affiliates. Other income increased as a result of a $1.1 million reim- bursement of the Company’s share of certain fees incurred by the institutional investors of Fund I for the Brandywine The increase in interest income was attributable to interest Portfolio, as well as $0.5 million related to termination of income on our advances and notes receivable originated in an interest rate swap in 2006. (dollars in millions) Operating Expenses: Property operating Real estate taxes General and administrative Depreciation and amortization Total operating expenses 2005 Brandywine 2005 Change from 2005 Adjusted 2006 $ 15.7 10.6 19.8 26.6 $ 72.7 As Reported $ 16.1 9.4 16.2 25.9 $ 67.6 Portfolio $ (3.4) (0.8) — (2.6) $ (6.8) Adjusted $12.7 8.6 16.2 23.3 $60.8 $ $ 3.0 2.0 3.6 3.3 $11.9 % 24% 23% 22% 14% 20% The increase in property operating expenses was primarily $0.9 million, and $0.9 million of other overhead expenses the result of the recovery of approximately $0.5 million following the expansion of our infrastructure related to related to the settlement of our insurance claim in connec- increased investment in development-intensive projects in tion with the flood damage incurred at the Mark Plaza in Fund assets and asset management services. 2005, increased property operating expenses related to the 2005/2006 Acquisitions and higher bad debt expense in 2006. These increases were offset by lower snow removal costs during 2006. Depreciation expense increased $1.4 million in 2006. This was principally a result of increased depreciation expense related to the 2005/2006 Acquisitions. Amortization expense increased $1.9 million, which was primarily the combination The increase in real estate taxes was due to general increases of an increase in amortization related to the 2005/2006 in real estate taxes experienced across the portfolio, as well Acquisitions, specifically, amortization of tenant installation as increased real estate tax expense related to the 2005/2006 costs of $1.0 million, amortization of leasehold interest of Acquisitions. The increase in general and administrative expense was primarily attributable to increased compensation expense of $2.7 million, including stock-based compensation of $0.5 million and amortization of loan costs of $0.2 million. In addition, amortization expense increased $0.2 million related to the write off of certain Klaff management con- tracts following the disposition of these assets in 2006. (dollars in millions) Other: Equity in earnings of unconsolidated affiliates Interest expense Minority interest Income taxes Income from 2005 Brandywine 2005 Change from 2005 Adjusted 2006 As Reported Portfolio Adjusted $ % $ 2.6 (22.5) 5.2 0.5 $ 21.3 (18.8) (14.0) (2.1) $0.9 3.7 5.1 — — $ 22.2 (15.1) (8.9) (2.1) $(19.6) (7.4) 14.1 2.6 (88%) (49%) 158% 124% 1.0 22.2 (2,220%) discontinued operations 23.2 1.0 Equity in earnings of unconsolidated affiliates decreased dur- The variance in income tax expense relates to taxes at the ing 2006 primarily as a result of the gains recognized from taxable REIT subsidiary (“TRS”) level on our share of gains the sale of Mervyns assets in 2005. from the sale of Mervyns locations during 2005. Interest expense increased $7.4 million as a result of higher Income from discontinued operations represents activity average outstanding borrowings in 2006. related to properties sold in 2006 and 2005. Minority interest variance is attributable to the minority part- ner’s share of gains from the sale of Mervyns assets in 2005. Acadia Realty Trust 2006 Annual Report 30 Management’s Discussion and Analysis continued Comparison of the year ended December 31, 2005 (“2005”) to the year ended December 31, 2004 (“2004”) (dollars in millions) Revenues: Minimum rents Percentage rents Expense reimbursements Other property income Management fee income Interest income Other Total revenues 2005 $ 75.4 1.3 14.9 2.3 3.6 3.3 — 2004 $ 68.9 1.3 13.3 0.8 1.3 1.3 0.2 $ 100.8 $ 87.1 $ $ 6.5 — 1.6 1.5 2.3 2.0 (0.2) $ 13.7 Change % 9% — 12% 188% 177% 154% (100%) 16% Minimum rents within our Funds I and II (“Funds”) increased general increases in real estate taxes as well as re-tenanting $4.6 million primarily as a result of minimum rents from prop- activities. CAM expense reimbursements within the balance erties we acquired through the Funds during 2004 and 2005 of our portfolio increased $0.5 million as a result of increased (“2004/2005 Fund Acquisitions”) as discussed in “LIQUIDITY tenant reimbursements of higher snow removal costs in 2005. AND CAPITAL RESOURCES” in Item 7 of this Form 10K. $1.9 million of the increase in minimum rents was attributa- ble to additional rents following our purchase of Amboy Road shopping center in July 2005, re-tenanting activities as well as increased occupancy across the remaining balance of our portfolio. Tenant expense reimbursements within our Funds increased $0.9 million primarily a result of our 2004/2005 Fund Acqui- sitions. Real estate tax reimbursements within the balance of the portfolio increased $0.5 million primarily as a result of Management fee income increased primarily as a result of management fees earned related to our acquisition of certain management contract rights from Klaff in January 2004 and February 2005. The increase in interest income was a combination of addi- tional interest income earned on our notes receivable origi- nated in 2004 and 2005 and additional interest income earned following our preferred equity investment in Levitz SL in 2005. (dollars in millions) Operating expenses: Property operating Real estate taxes General and administrative Depreciation and amortization Total operating expenses 2005 $ 16.1 9.4 16.1 25.9 $ 67.5 2004 $ 17.0 8.2 10.9 22.8 $ 58.9 Change $ $ (0.9) 1.2 5.2 3.1 $ 8.6 % (5%) 15% 48% 14% 15% Property operating expenses within our Funds decreased assessments and tax rates were also experienced across our $0.6 million primarily as a result of the reduction in the remaining portfolio. allowance for doubtful accounts as a result of the recovery of amounts due from Penn Traffic following its bankruptcy and the partial recovery of previous years CAM billings previ- ously disputed by tenants. The decrease in property operat- ing expenses within our remaining portfolio was primarily a result of our recovery of $0.5 million in 2005 related to The increase in general and administrative expense was attributable to increased compensation expense and other overhead expenses following the expansion of our infra- structure related to increased investment activity in fund assets and asset management services. the settlement of our insurance claim in connection with The $1.9 million increase in depreciation and amortization the flood damage incurred at Mark Plaza. A non-recurring expense in 2005 within our Funds was primarily attributable charge of approximately $0.7 million related to this flood to our 2004/2005 Fund Acquisitions. Within the balance of damage was recorded in 2004. This decrease was partially our portfolio, depreciation expense increased $0.3 million offset by higher snow removal costs in 2005. primarily related to capitalized tenant installation costs in Real estate taxes increased $0.8 million within our Funds primarily as a result of our 2004/2005 Fund Acquisitions. General increases in real estate taxes due to increases in 2004 and 2005. Amortization expense increased primarily as a result of the write-off of acquisition costs totaling $0.5 million allocable to specific Klaff management contracts following the disposition of the related assets. 31 Acadia Realty Trust 2006 Annual Report (dollars in millions) Other: Equity in earnings of unconsolidated partnerships Interest expense Gain on sale Minority interest Income taxes Income from discontinued operations 2005 $ 21.3 (18.8) — (14.0) (2.1) 1.0 2004 $ 0.5 (16.7) 0.9 (1.4) — 8.1 $ $ 20.8 (2.1) (0.9) (12.6) (2.1) (7.1) Change % 4160% (13%) (100%) (900%) — (88%) Equity in earnings of unconsolidated partnerships increased site work by the buyer. Of these proceeds, $0.5 million were primarily as a result of our share of gain from the sale of distributed to our joint venture partner in the sale and are certain Mervyn’s locations. a component of minority interest in the accompanying finan- The increase in interest expense was primarily attributable to cial statements. our Fund Acquisitions and higher average interest rates on Income taxes in 2005 relate to our share of the income taxes the portfolio mortgage debt in 2005. on gain from the sale of certain Mervyn’s locations during The gain on sale of land in 2004 was related to a prior year the third and fourth quarters of 2005. sale of a contract to purchase land to the Target Corporation. Income (loss) from discontinued operations represents activity We received additional sales proceeds of $0.9 million which related to properties sold during 2004 and 2005 as well as were being held in escrow pending the completion of certain property held for sale subsequent to 2005. Reconciliation of Net Income to Funds from Operations Net income Depreciation of real estate and amortization of leasing costs: Consolidated affiliates, net of minority interests’ share Unconsolidated affiliates Income attributable to minority interest in operating partnership (1) Gain on sale of properties Funds from operations Notes: For the years ended December 31, 2006 2005 2004 2003 2002 $ 39,013 $20,626 $19,585 $ 7,853 $ 19,399 20,206 1,806 803 (21,875) 16,676 746 416 (2,622) 16,026 714 375 (6,696) 18,421 643 747 — 15,335 632 2,928 (8,132) $ 39,953 $35,842 $30,004 $27,664 $ 30,162 (1) Represents income attributable to Common Operating Partnership Units and does not include distributions paid to Series A and B Preferred OP Unitholders. Liquidity and Capital Resources Uses of Liquidity Our principal uses of liquidity are expected to be for distribu- tions to our shareholders and OP unit holders, debt service and loan repayments, and property investment which include the funding of our joint venture commitments, acquisition, redevelopment, expansion and re-tenanting activities. 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 first three quarters during 2006, we paid a quarterly dividend of $0.185 per Common Share and Common OP Unit. In December of 2006, our Board of Trustees approved and declared an 8.1% increase in our quarterly dividend to $0.20 per Common Share and Common OP Unit for the fourth quarter of 2006, which was paid January 16, 2007. Acadia Strategic Opportunity Fund, LP (“Fund I”) In September 2001, the Operating Partnership committed $20.0 million to a newly formed joint venture with four of our institutional shareholders, who committed $70.0 million, Acadia Realty Trust 2006 Annual Report 32 Management’s Discussion and Analysis continued for the purpose of acquiring a total of approximately $300.0 8%. As of December 31, 2006, $122.6 million has been million of community and neighborhood shopping centers contributed to Fund II, of which the Operating Partnership’s on a leveraged basis. share is $24.5 million. On January 4, 2006, we recapitalized a one million square Fund II has invested in the RCP Venture and the New York foot retail portfolio located in Wilmington, Delaware (“Brandy- Urban/Infill Redevelopment initiatives and other investments wine Portfolio”) through a merger of interests with affiliates as further discussed in “PROPERTY ACQUISITIONS” in Item 1 of GDC Properties (“GDC”). The Brandywine Portfolio was of Form 10-K. recapitalized through a “cash out” merger of the 77.8% interest, which was previously held by the institutional investors in Fund I (the “Investors”) to affiliates of GDC at a valuation of $164.0 million. The Operating Partnership, through a subsidiary, retained our existing 22.2% interest and continue to operate the Brandywine Portfolio and earn fees for such services. At the closing, the Investors, excluding the Operating Partnership, received a return of all their capital invested in Fund I and preferred return, thus trigger- ing the Operating Partnership’s Promote distribution in all future Fund I distributions and increasing the Operating Partnership’s interest in cash flow and income from 22.2% to 37.8% as a result of the Promote. In June 2006, the Investors received $36.0 million of additional proceeds from this transaction following the replacement of bridge financing provided by them with permanent mortgage financing. As of December 31, 2006, we have a total of 32 properties totaling 2.0 million square feet as further discussed in “PROPERTY ACQUISITIONS” in Item 1 of this Form 10-K. Acadia Strategic Opportunity Fund II, LLC (“Fund II”) On June 15, 2004, we closed our second acquisition fund, Fund II, which includes all of the investors from Fund I as well as two additional institutional investors. With $300.0 million of committed discretionary capital, Fund II expects to be able to acquire up to $900.0 million of real estate assets on a leveraged basis. The Operating Partnership is the man- aging member with a 20% interest in the joint venture. The terms and structure of Fund II are substantially the same as Fund I with the exceptions that the preferred return is New York Urban/ Infill Redevelopment Initiative In September 2004, we, through Fund II, launched our New York Urban Infill Redevelopment initiative. As retailers continue to recognize that many of the nation’s urban markets are underserved from a retail standpoint, Fund II’s intent is to capitalize on this trend by investing in redevelopment projects in dense urban areas where retail tenant demand has effectively surpassed the supply of available sites. During 2004, Fund II, together with an unaffiliated partner, P/A, formed Acadia-P/A for the purpose of acquiring, construct- ing, developing, owning, operating, leasing and managing certain retail real estate properties in the New York City metropolitan area. P/A has agreed to invest 10% of required capital up to a maximum of $2.2 million and Fund II, the managing member, has agreed to invest the balance to acquire assets in which Acadia-P/A agrees to invest. Operat- ing cash flow is generally to be distributed pro-rata to Fund II and P/A until each has received a 10% cumulative return and then 60% to Fund II and 40% to P/A. Distributions of net refinancing and net sales proceeds, as defined, follow the distribution of operating cash flow except that unpaid original capital is returned before the 60%/40% split between Fund II and P/A, respectively. Upon the liquidation of the last property investment of Acadia-P/A, to the extent that Fund II has not received an 18% internal rate of return (“IRR”) on all of its capital contributions, P/A is obligated to return a portion of its previous distributions, as defined, until Fund II has received an 18% IRR. To date, Fund II has, in conjunction with P/A, invested in seven projects through Fund II as follows: 33 Acadia Realty Trust 2006 Annual Report Location Property Queens Liberty Avenue (1) Manhattan 216th Street Pelham Manor Shopping Center (1) Westchester 161st Street 400 East Fordham Road Canarsie Plaza (2) 4650 Broadway Bronx Bronx Brooklyn Manhattan Year Acquired 2005 2005 2004 2005 2004 2007 2005 Total Notes: Redevelopment (dollars in millions) Anticipated Additional Costs $ 15.0 18.0 40.0 16.0 85.0 60.0 30.0 $264.0 Estimated Completion First half 2007 Second half 2007 Second half 2008 Second half 2008 First half 2009 First half 2009 Second half 2009 Square Feet Upon Completion 125,000 60,000 320,000 232,000 276,000 323,000 175,000 1,511,000 Purchase Price $ — 7.0 — 49.0 30.0 — 25.0 $111.0 (1) Fund II acquired a leasehold interest at this property. (2) Closing is anticipated in 2007, although such closing cannot be assured. Other Investments During 2005 and 2006, we made the following other invest- Share Repurchase Repurchases of our Common Shares is an additional use of ments as further discussed in “PROPERTY ACQUISITIONS” in liquidity as discussed in Item 5 of this Form 10-K. Item 1 of this Form 10-K: (i) $16.8 million in Amboy Road (ii) $4.0 million for Klaff’s management rights (iii) $9.8 million for Clark/Diversey (iv) $3.2 million for Boonton Shopping Center (v) $16.0 million for Chestnut Hill and (vi) $18.5 million for 2914 Third Avenue. Property Development, Redevelopment and Expansion Our redevelopment program focuses on selecting well-located Sources of Liquidity We intend on using Fund II as the primary vehicle for our future acquisitions, including investments in the RCP Venture and New York Urban/Infill Redevelopment initiative. Sources of capital for funding property acquisitions, redevelopment, expansion and re-tenanting, as well as future repurchases of Common Shares are expected to be obtained primarily from issuance of public equity or debt instruments, cash on hand, additional debt financings, unrelated member capital contribu- tions and future sales of existing properties. As of December neighborhood and community shopping centers and creating 31, 2006, we had a total of approximately $162.2 million of significant value through re-tenanting and property redevel- additional capacity under existing debt facilities, cash and opment. During 2006, the Company commenced the redevelopment and re-tenanting of the Bloomfield Town Square, located in Bloomfield Hills, Michigan. A former outparcel building, occu- pied by Chrysler Dodge, was demolished and replaced with a 17,500 square foot building occupied by Drexel Heritage and Panera Bread. The new tenants opened and commenced paying rent during the third and fourth quarters of 2006, and are paying base rent at a 127% increase over that of Chrysler Dodge. In addition, the Company has re-tenanted approximately 26,000 square feet to Circuit City which is anticipated to open and commence paying rent in the fourth quarter of 2007 at a 79% increase over that of the former tenants. Total costs for this project are anticipated to be $3.3 million. Additionally, for the year ending December 31, 2007, we currently estimate that capital outlays of approximately $4.8 million to $6.5 million will be required for tenant improve- ments, related renovations and other property improvements. cash equivalents on hand of $139.6 million, and eight properties that are unencumbered and available as potential collateral for future borrowings. In addition, on February 26, 2007, we through our RCP Venture, received a cash distribu- tion totaling approximately $42.5 million from our ownership position in Albertsons. The Operating Partnership’s share of this distribution amounted to approximately $8.5 million and is subject to income tax considerations. The distribution resulted from cash proceeds obtained by Albertsons in con- nection with its disposition of certain operating stores and a refinancing of the remaining assets held in the entity. We anticipate that cash flow from operating activities will con- tinue to provide adequate capital for all of our debt service payments, recurring capital expenditures and REIT distribu- tion requirements. Issuance of Convertible Notes In December 2006, we issued $100.0 million of 3.75% Convertible Notes. These Notes were issued at par and are Acadia Realty Trust 2006 Annual Report 34 Management’s Discussion and Analysis continued due in 2026. In January 2007, an option was exercised to under variable to fixed-rate swap agreements currently in issue an additional $15.0 million of Convertible Notes. The effect, $351.0 million of the portfolio, or 79%, was fixed at $112.1 million in proceeds, net of related costs, were used a 5.2% weighted average interest rate and $94.2 million, or to retire variable rate debt, fund capital commitments and 21% was floating at a 6.7% weighted average interest rate. general company purposes. Issuance of Equity During January 2007, we filed a shelf registration on Form S-3 providing offerings for up to a total of $300.0 million of Common Shares, Preferred Shares and debt securities. To date, we have not issued any securities pursuant to this shelf registration. During November 2004, we issued 1,890,000 Common Shares (the “Offering”). The Offering was made under shelf registration statements filed under the Securities Act of There is $54.9 million of debt maturing in 2007 at weighted average interest rates of 6.3%. We intend to refinance the indebtedness or select other alternatives based on market conditions at that time. Reference is made to Note 6 and Note 7 in the Notes to Consolidated Financial Statements that begin on page F-9 of this Form 10-K for a summary of the financing and refi- nancing transactions since December 31, 2005. Asset Sales Asset sales are an additional source of liquidity for us. During 1933, as amended, and previously declared effective by the the fourth quarter of 2006, we sold the Soundview Market- Securities and Exchange Commission. The $28.3 million in place, Bradford Towne Centre, Greenridge Plaza, Luzerne proceeds from the Offering, net of related costs, were used Street Shopping Center and Pittston Plaza. During 2005 and to retire above-market, fixed-rate indebtedness as well as to 2004, we sold the Berlin Shopping Center and East End invest in real estate assets. Following this transaction, we Centre. These sales are discussed in “ASSET SALES AND have $46.7 million of remaining capacity to issue equity CAPITAL/ASSET RECYCLING” in Item 1 of this Form 10-K. under our primary shelf registration statement. Financing and Debt At December 31, 2006, mortgage and convertible notes payable aggregated $445.2 million, net of unamortized premium of $2.2 million, and were collateralized by 52 properties and related tenant leases. Interest rates on our outstanding indebtedness ranged from 3.75% to 8.5% with maturities that ranged from July 2007 to November 2032. Taking into consideration $16.0 million of notional principal Contractual Obligations and Other Commitments At December 31, 2006, maturities on our mortgage notes ranged from July 2007 to November 2032. In addition, we have non-cancelable ground leases at seven of our shopping centers. We lease space for its White Plains corporate office for a term expiring in 2010. The following table summarizes our debt maturities and obligations under non-cancelable operating leases of December 31, 2006: (amounts in millions) Contractual obligation Future debt maturities Interest obligations on debt Operating lease obligations Total Payments due by period Less than 1 year $ 60.0 24.0 3.6 $ 87.6 1 to 3 years $ 57.1 37.9 7.6 $102.6 3 to 5 years $154.3 32.8 8.6 $195.7 More than 5 years $173.8 42.9 101.0 $317.7 Total $ 445.2 137.6 120.8 $ 703.6 Off Balance Sheet Arrangements We have investments in the following joint ventures for the purpose of investing in operating properties. We account for these investments using the equity method of accounting as we have a non-controlling interest. As such, our financial statements reflect our share of income from but not the assets and liabilities of these joint ventures. ■ We own a 49% interest in two partnerships which own the Crossroads Shopping Center (“Crossroads”). Our pro- rata share of Crossroads mortgage debt as of December 31, 2006 was $31.4 million. This fixed-rate debt bears interest at 5.4% and matures in December 2014. ■ We own a 22.2% investment in various entities which own the Brandywine Portfolio. Our pro-rata share of Brandywine debt as of December 31, 2006, was $36.9 million with a fixed interest rate of 5.99%. These loans mature on July 1, 2016. ■ We have 50% interests in two Fund I investments of which our pro-rata share of mortgage debt (net of the Fund I minority interest share) as of December 31, 2006, 35 Acadia Realty Trust 2006 Annual Report was $2.6 million with a weighted average interest rate of 6.97%. Both of these loans mature during August 2010. Historical Cash Flow The following discussion of historical cash flow compares In addition, we have arranged for the provision of five sepa- rate letters of credit in connection with certain leases and investments. As of December 31, 2006, there was no balance outstanding under any of the letters of credit. If the letters of credit were fully drawn, the combined maximum amount our cash flow for the year ended December 31, 2006 with our cash flow for the year ended December 31, 2005. Cash and cash equivalents were $139.6 million and $90.5 million at December 31, 2006 and 2005, respectively. The increase of $49.1 million was a result of the following of exposure would be approximately $3.1 million. increases and decreases in cash flows: (amounts in millions) Net cash provided by operating activities Net cash used in investing activities Net cash provided by (used in) financing activities Totals Years Ended December 31, 2006 $ 39.6 (58.9) 68.4 $ 49.1 2005 $ 50.2 (135.5) 159.4 $ 74.1 Variance $ (10.6) 76.6 (91.0) $ (25.0) The variance in net cash provided by operating activities financial statements, which have been prepared in accordance resulted from a decrease of $22.0 million in operating with GAAP. The preparation of these consolidated financial income before non-cash expenses in 2006, which was pri- statements requires management to make estimates and marily due to $20.9 million of distributions of operating judgments that affect the reported amounts of assets, liabili- income from unconsolidated affiliates as a result of the ties, revenues and expenses. We base our estimates on his- distributions from Mervyns in 2005, as well as those factors torical experience and assumptions that are believed to be discussed within Item 2, Management’s Discussion and reasonable under the circumstances, the results of which Analysis of Financial Condition and Results of Operations. form the basis for making judgments about carrying value In addition, a net increase of $11.4 million resulted from of assets and liabilities that are not readily apparent from changes in operating assets and liabilities, primarily rents other sources. Actual results may differ from these estimates receivable, prepaid expenses and other assets. under different assumptions or conditions. We believe the The decrease in net cash used in investing activities was primarily the result of a $44.1 million decrease in cash used for real estate acquisitions, development and tenant installa- tions, $34.5 million of additional proceeds from the sale of properties in 2006, a net decrease of $28.1 million related to the 2005 Levitz preferred equity investment (Note 4) and the 2006 Levitz note receivable (Note 4) activity and $5.6 million of additional return of capital from unconsolidated affiliates in 2006. These net decreases were offset by $26.2 million of additional investments in unconsolidated partnerships, pri- marily the Albertsons investment in 2006 and $8.1 million of additional notes issued in 2006. The decrease in net cash provided by financing activities resulted primarily from $148.2 million of additional cash used for the net repayment of debt in 2006 and $36.1 million of additional distributions to partners and members in 2006, primarily relating to the Mervyns investment. These net decreases were partially offset by $100.0 million of pro- ceeds from the Convertible Debt issuance in 2006. following critical accounting policies affect the significant judgments and estimates used by us in the preparation of our consolidated financial statements. Valuation of Property Held for Use and Sale On a quarterly basis, we review the carrying value of both properties held for use and for sale. We record impairment losses and reduce the carrying value of properties when indicators of impairment are present and the expected undis- counted cash flows related to those properties are less than their carrying amounts. In cases where we do not expect to recover our carrying costs on properties held for use, we reduce our carrying cost to fair value. For properties held for sale, we reduce our carrying value to the fair value less costs to sell. For the year ended December 31, 2006, no impair- ment loss was recognized. For the year ended December 31, 2005, an impairment loss of $0.8 million was recognized related to a property that was sold in July of 2005. Manage- ment does not believe that the value of any properties in its portfolio was impaired as of December 31, 2006 or 2005. Critical Accounting Policies Management’s discussion and analysis of financial condition Bad Debts We maintain an allowance for doubtful accounts for estimated and results of operations is based upon our consolidated losses resulting from the inability of tenants to make payments Acadia Realty Trust 2006 Annual Report 36 Management’s Discussion and Analysis continued on arrearages in billed rents, as well as the likelihood that ten- ants will not have the ability to make payment on unbilled rents including estimated expense recoveries and straight-line rent. As of December 31, 2006, we had recorded an allowance for doubtful accounts of $3.3 million. If the financial condition of our tenants were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Inflation Our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our net income. Such provisions include clauses enabling us to receive percentage rents based on tenants’ gross sales, which generally increase as prices rise, and/or, in certain cases, escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indexes. In addition, many of our leases are for terms of less than 10 years, which permits us to seek to increase rents upon re-rental at market rates if current rents are below the then existing market rates. Most of our leases require the tenants to pay their share of operating expenses, including common area ITEM 7A. QUANTITATIVE AND QUALITATIVEx DISCLOSURES ABOUT MARKET RISKx Our primary market risk exposure is to changes in interest rates related to our mortgage debt. See the consolidated financial statements and notes thereto included in this Annual Report on Form 10-K for certain quantitative details related to our mortgage debt. Currently, we manage our exposure to fluctuations in inter- est rates primarily through the use of fixed-rate debt and interest rate swap agreements. As of December 31, 2006, we had total mortgage debt of $445.2 million of which $351.0 million, or 79%, was fixed-rate, inclusive of interest rate swaps, and $94.2 million, or 21%, was variable-rate based upon LIBOR plus certain spreads. As of December 31, 2006, we were a party to two interest rate swap transactions to hedge our exposure to changes in interest rates with respect to $16.0 million of LIBOR-based variable-rate debt. We also have one forward-starting interest rate swap which commences during 2007 and matures in 2012 that will hedge our exposure to changes in interest rates with respect to $8.4 million of refinanced LIBOR-based variable rate debt maintenance, real estate taxes, insurance and utilities, thereby with the matching maturities. The following table sets forth information as of December 31, 2006 concerning our long-term debt obligations, including principal cash flows by scheduled maturity and weighted aver- age interest rates of maturing amounts (amounts in millions): reducing our exposure to increases in costs and operating expenses resulting from inflation. Recently Issued Accounting Pronouncements Reference is made to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K. Consolidated mortgage debt: Year 2007 2008 2009 2010 2011 Thereafter Scheduled Amortization $ 5.2 9.1 10.6 3.5 21.3 24.8 $ 74.5 Maturities $ 54.9 34.9 2.5 14.7 114.8 148.9 $ 370.7 Mortgage debt in unconsolidated partnerships (at our pro-rata share): Year 2007 2008 2009 2010 2011 Thereafter Scheduled Amortization $ 0.4 0.4 0.5 0.5 0.5 1.7 $ 4.0 Maturities $ — — — 2.5 — 64.3 $66.8 37 Acadia Realty Trust 2006 Annual Report Total $ 60.1 44.0 13.1 18.2 136.1 173.7 $ 445.2 Total $ 0.4 0.4 0.5 3.0 0.5 66.0 $70.8 Weighted Average Interest Rate 6.3% 6.7% 7.0% 7.6% 4.2% 5.7% Weighted Average Interest Rate N/A N/A N/A 7.0% N/A 5.7% Of our total consolidated and our pro-rata share of uncon- solidated outstanding debt, $54.9 million and $34.9 million ITEM 9A. CONTROLS AND PROCEDURESx will become due in 2007 and 2008, respectively. As we intend (i) Disclosure Controls and Procedures on refinancing some or all of such debt at the then-existing market interest rates which may be greater than the current interest rate, our interest expense would increase by approxi- mately $0.9 million annually if the interest rate on the refi- nanced debt increased by 100 basis points. Interest expense on our variable debt of $94.2 million as of December 31, 2006 would increase $0.9 million if LIBOR increased by 100 basis points. We may seek additional variable-rate financing We conducted an evaluation, under the supervision and with the participation of management including our Chief Executive Officer and Chief Financial Officer, of the effective- ness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2006. if and when pricing and other commercial and financial terms (ii) Internal Control Over Financial Reporting warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means. Based on our outstanding debt balances as of December 31, 2006, the fair value of our total outstanding debt would decrease by approximately $16.4 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding debt would increase by approximately $17.7 million. ITEM 8. FINANCIAL STATEMENTS ANDx SUPPLEMENTARY DATAx The financial statements beginning on page F-1 are incorpo- rated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTSx WITH ACCOUNTANTS ON ACCOUNTINGx AND FINANCIAL DISCLOSUREx None. (a) Management’s Annual Report on Internal Control Over Financial Reporting Management of Acadia Realty Trust is responsible for estab- lishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2006 as required by the Securities Exchange Act of 1934 Rule 13a-15(c). In making this assessment, we used the criteria set forth in the framework in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control–Integrated Framework, our management concluded that our internal control over finan- cial reporting was effective as of December 31, 2006. BDO Seidman, LLP, an independent registered public account- ing firm that audited our Financial Statements included in this Annual Report, has issued an attestation report on our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 which appears in this item 9A. Acadia Realty Trust White Plains, New York March 1, 2007 Acadia Realty Trust 2006 Annual Report 38 (b) Attestation report of the independent registered public accounting firm The Shareholders and Trustees of Acadia Realty Trust We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Acadia Realty Trust and subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Acadia Realty Trust and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dis- positions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expendi- tures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management’s assessment that Acadia Realty Trust and subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Acadia Realty Trust maintained, in all material respects, effective internal control over financial reporting as of Decem- ber 31, 2006, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Acadia Realty Trust and subsidiaries as of December 31, 2006 and 2005 and the related consolidated statements of income, shareholders’ equity, and cash flows for the years then ended December 31, 2006 and 2005 and our report dated March 1, 2007 expressed an unqualified opinion thereon. BDO Seidman, LLP New York, New York March 1, 2007 (c) Changes in internal control over financial reporting There was no change in our internal control over financial reporting during our fourth fiscal quarter ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 39 Acadia Realty Trust 2006 Annual Report ITEM 9B. OTHER INFORMATIONx None PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEx This item is incorporated by reference from the definitive proxy statement for the 2007 Annual Meeting of Shareholders presently scheduled to be held May 15, 2007, to be filed pursuant to Regulation 14A. ITEM 11. EXECUTIVE COMPENSATIONx This item is incorporated by reference from the definitive proxy statement for the 2007 Annual Meeting of Shareholders presently scheduled to be held May 15, 2007, to be filed pursuant to Regulation 14A. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTx This item is incorporated by reference from the definitive proxy statement for the 2007 Annual Meeting of Shareholders presently scheduled to be held May 15, 2007, to be filed pursuant to Regulation 14A. The information under Item 5 under the heading “(d) Securities authorized for issuance under equity compensation plans” is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEx This item is incorporated by reference from the definitive proxy statement for the 2007 Annual Meeting of Shareholders presently scheduled to be held May 15, 2007, to be filed pursuant to Regulation 14A. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESx This item is incorporated by reference from the definitive proxy statement for the 2007 Annual Meeting of Shareholders presently scheduled to be held May 15, 2007, to be filed pursuant to Regulation 14A. Acadia Realty Trust 2006 Annual Report 40 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESx 1. Financial Statements: See “Index to Financial Statements” at page 46 below. 2. Financial Statement Schedule: See “Schedule III — Real Estate and Accumulated Depreciation” at page 82 below. 3. Exhibits: Exhibit No. Description 3.1 3.2 3.3 4.1 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.11 10.12 (21) 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.33 10.34 10.35 Declaration of Trust of the Company, as amended (1) Fourth Amendment to Declaration of Trust (4) Amended and Restated By-Laws of the Company (22) Voting Trust Agreement between the Company and Yale University dated February 27, 2002 (14) 1999 Share Option Plan (8) (20) 2003 Share Option Plan (16) (20) Form of Share Award Agreement (17) (21) Form of Registration Rights Agreement and Lock-Up Agreement (18) Registration Rights and Lock-Up Agreement (RD Capital Transaction) (11) Registration Rights and Lock-Up Agreement (Pacesetter Transaction) (11) Contribution and Share Purchase Agreement dated as of April 15, 1998 among Mark Centers Trust, Mark Centers Limited Partnership, the Contributing Owners and Contributing Entities named therein, RD Properties, L.P. VI, RD Properties, L.P. VIA and RD Properties, L.P. VIB (9) Agreement of Contribution among Acadia Realty Limited Partnership, Acadia Realty Trust and Klaff Realty, LP and Klaff Realty, Limited (18) Employment agreement between the Company and Kenneth F. Bernstein dated October 1998 (6) (21) Amendment to employment agreement between the Company and Kenneth F. Bernstein dated January 19, 2007 (26) (21) First Amendment to Employment Agreement between the Company and Kenneth Bernstein dated as of January 1, 2001 (12) Letter of employment offer between the Company and Michael Nelsen, Sr. Vice President and Chief Financial Officer dated February 19, 2003 (15) (21) Severance Agreement between the Company and Joel Braun, Sr. Vice President, dated April 6, 2001 (13) (21) Severance Agreement between the Company and Joseph Hogan, Sr. Vice President, dated April 6, 2001 (13) (21) Severance Agreement between the Company and Joseph Napolitano, Sr. Vice President dated April 6, 2001 (18) (21) Severance Agreement between the Company and Robert Masters, Sr. Vice President and General Counsel dated January 2001 (18) (21) Severance Agreement between the Company and Michael Nelsen, Sr. Vice President and Chief Financial Officer dated February 19, 2003 (15) (21) Secured Promissory Note between RD Absecon Associates, L.P. and Fleet Bank, N.A. dated February 8, 2000 (7) Promissory Note between 239 Greenwich Associates, L.P. and Greenwich Capital Financial Products, Inc. dated May 30, 2003 (18) Open-End Mortgage, Assignment of Leases and Rents, and Security Agreement between 239 Greenwich Associates, L.P. and Greenwich Capital Financial Products, Inc. dated May 30, 2003 (18) Promissory Note between Merrillville Realty, L.P. and Sun America Life Insurance Company dated July 7, 1999 (7) Secured Promissory Note between Acadia Town Line, LLC and Fleet Bank, N.A. dated March 21, 1999 (7) Promissory Note between RD Village Associates Limited Partnership and Sun America Life Insurance Company dated September 21, 1999 (7) First Amendment to Severance Agreements between the Company and Joel Braun Executive Vice President and Chief Invest- ment Officer, Michael Nelsen, Senior Vice President and Chief Financial Officer, Robert Masters, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and Joseph Hogan, Senior Vice President and Director of Construction dated January 19, 2007 (21) (26) Term Loan Agreement between Acadia Realty L.P. and The Dime Savings Bank of New York, dated March 30, 2000 (10) Mortgage Agreement between Acadia Realty L.P. and The Dime Savings Bank of New York, dated March 30, 2000 (10) Promissory Note between RD Whitegate Associates, L.P. and Bank of America, N.A. dated December 22, 2000 (10) 41 Acadia Realty Trust 2006 Annual Report Exhibit No. Description 10.36 10.44 10.45 10.46 10.47 10.51 10.52 10.53 10.54 10.55 10.56 10.57 10.58 10.59 Promissory Note between RD Columbia Associates, L.P. and Bank of America, N.A. dated December 22, 2000 (10) Prospectus Supplement Regarding Options Issued under the Acadia Realty Trust 1999 Share Incentive Plan and 2003 Share Incentive Plan (19) (21) Acadia Realty Trust 1999 Share Incentive Plan and 2003 Share Incentive Plan Deferral and Distribution Election Form (19) (21) Amended, Restated And Consolidated Promissory Note between Acadia New Loudon, LLC and Greenwich Capital Financial Products, Inc. dated August 13, 2004 (19) Amended, Restated And Consolidated Mortgage, Assignment Of Leases And Rents And Security Agreement between Acadia New Loudon, LLC and Greenwich Capital Financial Products, Inc. dated August 13, 2004 (19) Mortgage, Assignment of Leases and Rents and Security Agreement between Acadia Crescent Plaza, LLC and Greenwich Capital Financial Products, Inc. dated August 31, 2005 (22) Mortgage, Assignment of Leases and Rents and Security Agreement between Pacesetter/Ramapo Associates and Greenwich Capital Financial Products, Inc. dated October 17, 2005 (22) Loan Agreement between RD Elmwood Associates, L.P. and Bear Stearns Commercial Finance Mortgage, Inc. dated December 9, 2005 (22) Mortgage and Security Agreement between RD Elmwood Associates, L.P. and Bear Stearns Commercial Finance Mortgage, Inc. dated December 9, 2005 (22) Agreement and Plan Of Merger Dated as of December 22, 2005 by and among Acadia Realty Acquisition I, LLC, Ara Btc LLC, ARA MS LLC, ARA BS LLC, ARA BC LLC and ARA BH LLC, Acadia Investors, Inc., AII BTC LLC, AII MS LLC, AII BS LLC, AII BC LLC And AII BH LLC, Samuel Ginsburg 2000 Trust Agreement #1, Martin Ginsburg 2000 Trust Agreement #1, Martin Ginsburg, Samuel Ginsburg and Adam Ginsburg, and GDC SMG, LLC, GDC Beechwood, LLC, Aspen Cove Apartments, LLC and SMG Celebration, LLC (23) Amended and Restated Loan Agreement between Acadia Realty Limited Partnership, as lender, and Levitz SL Woodbridge, L.L.C., Levitz SL St. Paul, L.L.C., Levitz SL La Puente, L.L.C., Levitz SL Oxnard, L.L.C., Levitz SL Willowbrook, L.L.C., Levitz SL Northridge, L.L.C., Levitz SL San Leandro, L.L.C., Levitz SL Sacramento, L.L.C., HL Brea, L.L.C., HL Deptford, L.L.C., HL Hayward, L.L.C., HL San Jose, L.L.C., HL Scottsdale, L.L.C., HL Torrance, L.L.C., HL Irvine 1, L.L.C., HL West Covina, L.L.C., HL Glendale, L.L.C. and HL Northridge, L.L.C., each a Delaware limited liability company, Levitz SL Langhorne, L.P. and HL Fairless Hills, L.P., each a Delaware limited partnership (each, together with its permitted successors and assigns, a “Borrower,” and collectively, together with their respective permitted successors and assigns, “Borrowers”), dated June 1, 2006 (24) Consent and Assumption Agreement between Thor Chestnut Hill, LP, Thor Chestnut Hill II, LP, Acadia Chestnut, LLC, Acadia Realty Limited Partnership and Wells Fargo Bank, N.A. dated June 9, 2006, original Mortgage and Security Agreement between Thor Chestnut Hill, LP and Thor Chestnut Hill II, LP and Column Financial, Inc. dated June 5, 2003 and original Assignment of Leases and Rents from Thor Chestnut Hill, LP and Thor Chestnut Hill II, LP to Column Financial, Inc. dated June 2003. (24) Loan Agreement and Promissory Note between RD Woonsocket Associates, L.P. and Merrill Lynch Mortgage Lending, Inc. dated September 8, 2006 (25) Amended and Restated Revolving Loan Agreement dated as of December 19, 2006 by and among RD Abington Associates LP, Acadia Town Line, LLC, RD Methuen Associates LP, RD Absecon Associates, LP, RD Bloomfield Associates, LP, RD Hobson Associ- ates, LP, and RD Village Associates LP, and Bank of America, N.A. and the First Amendment to Amended and Restated Revolving Loan Agreement dated February, 2007 (26) 10.60 Loan Agreement between Bank of America, N.A. and RD Branch Associates, LP dated December 19, 2006 (26) 21 23.1 23.2 31.1 31.2 32.1 32.2 99.1 99.2 99.3 99.4 99.5 List of Subsidiaries of Acadia Realty Trust (27) Consent of Registered Public Accounting Firm to Form S-3 and Form S-8 (27) Consent of former Registered Public Accounting Firm to Form S-3 and Form S-8 (27) Certification of Chief Executive Officer pursuant to rule 13a–14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (26) Certification of Chief Financial Officer pursuant to rule 13a–14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (26) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (26) Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (26) Amended and Restated Agreement of Limited Partnership of the Operating Partnership (11) First and Second Amendments to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (11) Third Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (18) Fourth Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (18) Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Acadia Realty Trust 2006 Annual Report 42 Exhibit No. Description Limited Partnership (2) Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership (18) 99.6 Notes: (1) (2) (3) (4) (5) (6) (7) (8) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 1994 Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 1997 Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998 Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Registration Statement on Form S-11 (File No. 33-60008) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form10-K filed for the fiscal year ended December 31, 1998 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form10-K filed for the fiscal year ended December 31, 1999 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Registration Statement on Form S-8 filed September 28, 1999 (9) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Form 8-K filed on April 20, 1998 (10) (11) (12) (13) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Form 10-K filed for the fiscal year ended December 31, 2000 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Registration Statement on Form S-3 filed on March 3, 2000 Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2001 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2001 (14) Incorporated by reference to the copy thereof filed as an Exhibit to Yale University’s Schedule 13D filed on September 25, 2002 (15) (16) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2002 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Definitive Proxy Statement on Schedule 14A filed April 29, 2003 (17) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Current Report on Form 8-K filed on July 2, 2003 (18) (19) (20) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2004 Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2004 (21) Management contract or compensatory plan or arrangement (22) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2005 (23) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Current Report on Form 8-K filed on January 4, 2006 (24) (25) Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2006 Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2006 (26) Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Current Report on Form 8-K filed on January 19, 2007 (27) Filed herewith 43 Acadia Realty Trust 2006 Annual Report SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. ACADIA REALTY TRUST (Registrant) By: By: By: /s/ Kenneth F. Bernstein Kenneth F. Bernstein Chief Executive Officer, President and Trustee /s/ Michael Nelsen Michael Nelsen Sr. Vice President and Chief Financial Officer /s/ Jonathan W. Grisham Jonathan W. Grisham Vice President and Chief Accounting Officer Dated: March 1, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ Kenneth F. Bernstein (Kenneth F. Bernstein) /s/ Michael Nelsen (Michael Nelsen) /s/ Jonathan W. Grisham (Jonathan W. Grisham) /s/ Douglas Crocker II (Douglas Crocker II) /s/ Alan S. Forman (Alan S. Forman) /s/ Suzanne Hopgood (Suzanne Hopgood) /s/ Lorrence T. Kellar (Lorrence T. Kellar) /s/ Wendy Luscombe (Wendy Luscombe) /s/ Lee S. Wielansky (Lee S. Wielansky) Title Chief Executive Officer, President and Trustee (Principal Executive Officer) Senior Vice President and Chief Financial Officer (Principal Financial Officer) Vice President and Chief Accounting Officer (Principal Accounting Officer) Trustee Trustee Trustee Trustee Trustee Trustee Date March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 Acadia Realty Trust 2006 Annual Report 44 EXHIBIT INDEX The following is an index to all exhibits filed with the Annual Report on Form 10-K other than those incorporated by reference herein: Exhibit No. Description 10.59 Amended and Restated Revolving Loan Agreement dated as of December 19, 2006 by and among RD Abington Associates LP, Acadia Town Line, LLC, RD Methuen Associates LP, RD Absecon Associates, LP, RD Bloomfield Associates, LP, RD Hobson Associ- ates, LP, and RD Village Associates LP, and Bank of America, N.A. and the First Amendment to Amended and Restated Revolving Loan Agreement dated February, 2007 10.60 Loan Agreement between Bank of America, N.A. and RD Branch Associates, LP dated December 19, 2006 21 23.1 23.2 31.1 31.2 32.1 32.2 List of Subsidiaries of Acadia Realty Trust Consent of Registered Public Accounting Firm to Form S-3 and Form S-8 Consent of former Registered Public Accounting Firm to Form S-3 and Form S-8 Certification of Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer pursuant to rule 13a-4(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 45 Acadia Realty Trust 2006 Annual Report ACADIA REALTY TRUST AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm for the years ended December 31, 2006 and 2005. . . . . . . . . . 47 Report of Independent Registered Public Accounting Firm for the year ended December 31, 2004 . . . . . . . . . . . . . . . . . . 48 Consolidated Balance Sheets as of December 31, 2006 and 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004 . . . . . . . . . . . . . . . . . . . . . 50 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2006, 2005 and 2004 . . . . . . . . . . . 51 Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 . . . . . . . . . . . . . . . . . . 52 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Schedule III – Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 Acadia Realty Trust 2006 Annual Report 46 Report of Independent Registered Public Accounting Firm The Shareholders and Trustees of Acadia Realty Trust We have audited the accompanying consolidated balance sheets of Acadia Realty Trust and subsidiaries (the “Company”) as of December 31, 2006 and 2005 and the related consolidated statements of income, stockholders’ equity, and cash flows for the years then ended. Our audits also included the financial statement schedule listed on page F-1. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial posi- tion of Acadia Realty Trust and subsidiaries at December 31, 2006 and 2005 and the consolidated results of their operations and their cash flows for years then ended, in conformity with generally accepted accounting principles in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial state- ments taken as a whole, present fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Acadia Realty Trust and subsidiaries’ internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2007 expressed an unqualified opinion thereon. As explained in Note 1 to the financial statements, effective January 1, 2006, Acadia Realty Trust and subsidiaries adopted the provisions of Staff Accounting Bulletin 108, Considering the Effects of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial Statements. BDO Seidman, LLP New York, New York March 1, 2007 47 Acadia Realty Trust 2006 Annual Report Report of Independent Registered Public Accounting Firm The Shareholders and Trustees of Acadia Realty Trust We have audited the accompanying consolidated statements of income, shareholders’ equity, and cash flows of Acadia Realty Trust and subsidiaries (the “Company”) for the year ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of Acadia Realty Trust and subsidiaries’ operations and their cash flows for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP New York, New York November 30, 2006 Acadia Realty Trust 2006 Annual Report 48 Consolidated Balance Sheets (dollars in thousands) Assets Real estate Land Buildings and improvements Construction in progress Less: accumulated depreciation Net real estate Cash and cash equivalents Restricted cash Cash in escrow Investment in management contracts, net of accumulated amortization of $3,277 and $1,938, respectively Investments in and advances to unconsolidated partnerships Rents receivable, net Notes receivable and preferred equity investment Prepaid expenses Deferred charges, net Acquired lease intangibles Other assets Assets of discontinued operations Liabilities and Shareholders’ Equity Mortgage notes and other notes payable Convertible notes payable Acquired leases and other intangibles Accounts payable and accrued expenses Dividends and distributions payable Share of distributions in excess of share of income and investment in unconsolidated affiliates Other liabilities Liabilities of discontinued operations Total liabilities Minority interest in Operating Partnership Minority interests in majority-owned partnerships Total minority interests Shareholders’ equity: Common shares, $.001 par value, authorized 100,000,000 shares, issued and outstanding 31,772,952 and 31,542,942 shares, respectively Additional paid-in capital Accumulated other comprehensive loss Retained earnings (deficit) Total shareholders’ equity The accompanying notes are an integral part of these consolidated financial statements. 49 Acadia Realty Trust 2006 Annual Report December 31, 2006 2005 $152,930 497,638 26,670 677,238 142,071 535,167 139,571 549 7,639 1,839 31,049 12,949 38,322 1,865 33,255 11,653 37,834 — $141,319 564,779 3,808 709,906 127,819 582,087 90,475 548 7,789 3,178 17,863 13,000 34,733 4,980 23,739 8,119 15,354 39,726 $851,692 $841,591 $347,402 100,000 4,919 10,548 6,661 21,728 5,578 — 496,836 8,673 105,064 113,737 $411,000 — 6,812 18,302 6,088 10,315 7,144 15,064 474,725 9,204 137,086 146,290 31 227,555 (234) 13,767 241,119 31 223,199 (12) (2,642) 220,576 $851,692 $841,591 Consolidated Statements of Income (dollars in thousands, except per share amounts) Revenues Minimum rents Percentage rents Expense reimbursements Other property income Management fee income from related parties, net Interest income Other income Total revenues Operating Expenses Property operating Real estate taxes General and administrative Depreciation and amortization Total operating expenses Operating income Equity in earnings of unconsolidated partnerships Interest expense Gain on sale of land Minority interest Income from continuing operations before income taxes Income tax benefit (expense) Income from continuing operations Discontinued operations: Operating income from discontinued operations Impairment of real estate Gain (loss) on sale of properties Minority interest Income from discontinued operations Years Ended December 31, 2006 2005 2004 $ 69,663 1,192 15,048 1,206 5,625 8,311 1,648 102,693 15,672 10,647 19,782 26,637 72,738 29,955 2,559 (22,451) — 5,223 15,286 508 15,794 2,703 — 20,974 (458) 23,219 $ 75,441 1,272 14,944 2,269 3,564 3,316 — 100,806 16,087 9,402 16,153 25,905 67,547 33,259 21,280 (18,804) — (13,952) 21,783 (2,140) 19,643 1,823 (770) (50) (20) 983 $ 68,899 1,348 13,336 785 1,259 1,245 210 87,082 17,007 8,187 10,941 22,781 58,916 28,166 513 (16,687) 932 (1,466) 11,458 — 11,458 1,596 — 6,696 (165) 8,127 Net income $ 39,013 $ 20,626 $ 19,585 Basic earnings per share Income from continuing operations Income from discontinued operations Basic earnings per share Diluted earnings per share Income from continuing operations Income from discontinued operations Diluted earnings per share $ 0.49 0.71 $ 1.20 $ 0.48 0.70 $ 1.18 $0.62 0.03 $0.65 $0.61 0.03 $0.64 $ 0.39 0.28 $ 0.67 $ 0.38 0.27 $ 0.65 The accompanying notes are an integral part of these consolidated financial statements. Acadia Realty Trust 2006 Annual Report 50 Consolidated Statements of Shareholders’ Equity Common Stock Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings (Deficit) Tota Shareholders’ Equity (dollars in thousands) Balance at December 31, 2003 27,409 $ 27 $177,891 $ (5,505) $ (2,679) $169,734 Conversion of 746,762 OP Units to Common Shares by limited partners of the Operating Partnership Shares issued to trustees and employees Employee restricted share award Settlement of vested options Dividends declared ($0.6525 per Common Share) Employee and trustee exercise of 1,262,000 options Common Shares issued under Employee Stock Purchase Plan Issuance of 1,890,000 Common Shares, net of issuance costs Unrealized gain on valuation of swap agreements Net income Total comprehensive income 747 5 22 — — 1,262 6 1,890 — — 1 — — — — 1 — 2 — — 6,395 443 394 (67) — 9,265 84 28,310 — — — — — — — — — — 2,325 — — — — — 6,396 443 394 (67) (19,548) (19,548) — — — — 19,585 9,266 84 28,312 2,325 19,585 21,910 Balance at December 31, 2004 31,341 31 222,715 (3,180) (2,642) 216,924 Conversion of 796 Series A Preferred OP Units to Common Shares by limited partners of the Operating Partnership Employee restricted share awards Dividends declared ($0.69 per Common Share) Employee and trustee exercise of 51,200 options Common Shares issued under Employee Stock Purchase Plan Unrealized gain on valuation of swap agreements Net income Total comprehensive income Balance at December 31, 2005 Cumulative effect of straight-line rent adjustment Conversion of 696 Series A Preferred OP Units to Common Shares by limited partners of the Operating Partnership Employee restricted share awards Dividends declared ($0.755 per Common Share) Employee exercise of 7,500 options Common Shares issued under Employee Stock Purchase Plan Redemption of 11,105 restricted Common OP Units Issuance of Common Stock to Trustees Unrealized loss on valuation of swap agreements Net income Total comprehensive income 92 52 — 51 7 — — 31,543 — 93 122 — 8 4 — 3 — — — — — — — — — 31 — — — — — — — — — — 696 1,030 (1,691) 345 104 — — — — — — — 3,168 — — — 696 1,030 (20,626) (22,317) — — — 20,626 345 104 3,168 20,626 23,794 223,199 (12) (2,642) 220,576 — 696 3,530 — 43 112 (101) 76 — — — — — — — — — — (222) — 1,796 1,796 — — 696 3,530 (24,400) (24,400) — — — — — 39,013 43 112 (101) 76 (222) 39,013 38,791 Balance at December 31, 2006 31,773 $ 31 $227,555 $ (234) $ 13,767 $241,119 The accompanying notes are an integral part of these consolidated financial statements. 51 Acadia Realty Trust 2006 Annual Report Consolidated Statements of Cash Flows (dollars in thousands) Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Gain on sale of land (Gain) loss on sale of property Impairment of real estate Minority interests Amortization of lease intangibles Amortization of mortgage note premium Equity in earnings of unconsolidated affiliates Elimination of fees received from unconsolidated partnerships Distributions recognized as income from unconsolidated affiliates Amortization of derivative settlement included in interest expense Provision for bad debts Changes in assets and liabilities: Restricted cash Funding of escrows, net Rents receivable Prepaid expenses Other assets Accounts payable and accrued expenses Due to/from related parties Other liabilities Net cash provided by operating activities Cash Flows from Investing Activities Expenditures for real estate and improvements Deferred acquisition and leasing costs Investment in and advances to unconsolidated affiliates Return of capital from unconsolidated affiliates Collections of notes receivable Advances of notes receivable Preferred equity investment Proceeds from sale of property and land Net cash used in investing activities The accompanying notes are an integral part of these consolidated financial statements. Years Ended December 31, 2006 2005 2004 $ 39,013 $ 20,626 $ 19,585 27,178 — (20,974) — (4,765) 1,080 (144) (2,559) 467 2,810 440 41 (1) (1,389) 219 2,769 (1,801) (1,669) — (1,088) 39,627 (87,009) (6,941) (26,697) 28,423 20,948 (45,091) 19,000 38,477 (58,890) 27,747 — 50 770 13,972 980 (530) (21,280) — 21,498 460 305 701 (1,827) (3,309) (783) (8,785) (2,826) — 2,470 25,030 (932) (6,696) — 1,631 (519) (524) (513) — 720 125 1,254 (709) (2,063) (1,998) (442) (3,204) 3,546 (344) (62) 50,239 33,885 (131,077) (5,670) (455) 22,847 1,868 (7,914) (19,000) 3,931 (135,470) (48,611) (3,014) (30,803) 15,136 3,929 (10,429) — 932 (72,860) Acadia Realty Trust 2006 Annual Report 5252 Consolidated Statements of Cash Flows continued (dollars in thousands) Cash Flows from Financing Activities Principal payments on mortgage notes payable Proceeds received on mortgage notes payable Proceeds from issuance of convertible debt Payment of deferred financing and other costs Capital contributions from partners and members Distributions to partners and members Dividends paid Distributions to minority interests in Operating Partnership Distributions on Preferred Operating Partnership Units Distributions to minority interests in partially-owned affiliates Contributions from minority interests in partially-owned affiliates Redemption of Operating Partnership Units Common Shares issued under Employee Stock Purchase Plan Settlement of options to purchase Common Shares Exercise of options to purchase Common Shares Termination of derivative instrument Issuance of Common Shares Net cash provided by financing activities Increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental disclosure of cash flow information: Cash paid during the period for interest, including capitalized Years Ended December 31, 2006 2005 2004 $ (168,082) 159,617 100,000 (7,026) 44,481 (36,120) (23,823) (487) (254) (232) 300 (246) 188 — 43 — — 68,359 49,096 90,475 $ 139,571 $ (44,784) 184,466 — (2,801) 44,122 — (21,869) (380) (342) (436) 1,000 — 104 — 345 — — 159,425 74,194 16,281 $ 90,475 $(106,639) 94,251 — (2,338) 40,302 (3,238) (18,507) (416) (283) (1,031) 1,587 — 84 (67) 9,340 (1,307) 28,312 40,050 1,075 15,206 $ 16,281 interest of $79, $260, and $304, respectively $ 22,843 $ 18,799 $ 19,167 Cash paid for income taxes $ 1,039 $ 1,512 $ — Supplemental disclosure of non-cash investing and financing activities: Acquisition of management contract rights through issuance of Common and Preferred Operating Partnership Units Accrued earn-out liability on acquired real estate $ $ — — Acquisition of real estate through assumption of debt $ 22,583 Acquisition of property through issuance of Preferred Operating Partnership Units Conversion of common equity interest into preferred equity interest in the Hitchcock and Pine Log investments $ $ — — $ 4,000 $ 4,000 $ $ $ — — 200 $ 3,255 $ 12,241 $ $ $ — — — 53 53 Acadia Realty Trust 2006 Annual Report Years Ended December 31, 2006 2005 2004 (dollars in thousands) Deconsolidation of the Brandywine Portfolio: Real estate, net Other assets and liabilities Mortgage debt Minority interests Investment in unconsolidated affiliates $124,962 (11,413) (66,984) (36,504) (10,428) Cash included in investments and advances to unconsolidated affiliates $ (367) Acquisition of remaining interest in Tarrytown Centre: Real estate, net Other assets and liabilities Investment in unconsolidated affiliates Cash included in expenditures for real estate and improvements $ (9,260) 5,901 3,469 $ 110 The accompanying notes are an integral part of these consolidated financial statements. $ — — — — — $ — $ — — — $ — $ — — — — — $ — $ — — — $ — Acadia Realty Trust 2006 Annual Report 54 Notes to Consolidated Financial Statements Note 1i Organization, Basis of Presentation and Summary of Significant Accounting Policies Acadia Realty Trust (the “Trust”) and subsidiaries (collectively, participation in excess of its invested capital based on certain investment return thresholds. Decisions made by the general partner, as it relates to purchasing, financing, and disposition of properties, are subject to the unanimous disapproval of the Advisory Committee of Fund I, which is comprised of representatives from each of the four institutional investors. the “Company”) is a fully integrated, self-managed and Cash flow is distributed pro-rata to the partners (including self-administered equity real estate investment trust (“REIT”) the Operating Partnership) until they receive a 9% cumulative focused primarily on the ownership, acquisition, redevelop- return, and the return of all capital contributions. Thereafter, ment and management of retail properties, including neigh- remaining cash flow (which is net of distributions and fees borhood and community shopping centers and mixed-use to the Operating Partnership for management, asset manage- properties with retail components. As of December 31, 2006, the Company operated 74 prop- erties, which it owns or has an ownership interest in, princi- pally located in the Northeast, Mid-Atlantic and Midwest regions of the United States. ment, leasing and construction services) was to be distributed 80% to the partners (including the Operating Partnership) and 20% to the Operating Partnership as a carried interest (“Promote”). Following the recapitalization of the Brandywine Portfolio in January 2006, all capital contributions and the required 9% cumulative preferred return were distributed All of the Company’s assets are held by, and all of its opera- to the institutional investors. Accordingly, the Operating Part- tions are conducted through, Acadia Realty Limited Partner- nership is now entitled to a Promote on all future earnings ship (the “Operating Partnership”) and entities in which the and distributions. Operating Partnership owns a controlling interest. As of December 31, 2006, the Trust controlled 98% of the Oper- ating 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 rep- resent entities or individuals who contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited part- nership interest (“Common or Preferred OP Units”). 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”). This structure is commonly referred to as an umbrella part- nership REIT or “UPREIT”. In June 2004, the Company formed a limited liability com- pany, Acadia Strategic Opportunity Fund II, LLC (“Fund II”), and in August 2004 formed another limited liability company, Mervyns II, LLC (“Mervyns II”), with the investors from Fund I as well as two additional institutional investors. With $300.0 million of committed discretionary capital, Fund II and Mervyns II expect to be able to acquire up to $900.0 million of invest- ments on a leveraged basis. The Operating Partnership’s share of committed capital is $60.0 million. The Operating Partner- ship is the sole managing member with a 20% interest in both Fund II and Mervyns II and is also entitled to a profit participation in excess of its invested capital based on certain investment return thresholds. The terms and structure of Fund II are substantially the same as Fund I with the exception that the preferred return is 8%. As of December 31, 2006, In 2001, the Company formed a partnership, Acadia Strategic the Operating Partnership has contributed $17.1 million to Opportunity Fund I, LP (“Fund I”), and in 2004 formed a Fund II and $7.4 million to Mervyns II. limited liability company, Acadia Mervyn I, LLC (“Mervyns I”), with four institutional investors. The Operating Partnership committed a total of $20.0 million to Fund I and Mervyns I, and the four institutional shareholders committed $70.0 million, for the purpose of acquiring a total of approximately $300.0 million in investments. As of December 31, 2006, the Operating Partnership has contributed $16.2 million to Fund I and $2.7 million to Mervyns I. Principles of Consolidation The consolidated financial statements include the consolidated accounts of the Company and its controlling investments in partnerships and limited liability companies in which the Company is presumed to have control in accordance with Emerging Issues Task Force Issue No. 04-5. The ownership interests of other investors in these entities are recorded as minority interests. All significant intercompany balances and The Operating Partnership is the sole general partner of Fund I transactions have been eliminated in consolidation. Investments and managing member of Mervyns I, with a 22.2% interest in entities for which the Company has the ability to exercise in both Fund I and Mervyns I and is also entitled to a profit significant influence over, but does not have financial or 55 Acadia Realty Trust 2006 Annual Report operating control, are accounted for using the equity method The Company periodically reviews its investment in uncon- of accounting. Accordingly, the Company’s share of the solidated joint ventures for other temporary declines in market earnings (or loss) of these entities are included in consoli- value. Any decline that is not expected to be recovered in dated net income. Variable interest entities within the scope of Financial Account- ing Statements Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46-R”) are required to be consolidated by their primary beneficiary. The primary beneficiary of a variable interest entity is deter- mined to be the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected returns, or both. Management has evaluated the applicability of FIN 46-R to its investments in certain joint ventures and determined that these joint ventures do not meet the requirements of a variable interest entity and, therefore, consolidation of these ventures is not required. Accordingly, these investments are accounted for using the equity method. On January 4, 2006, Fund I recapitalized its investment in a one million square foot shopping center portfolio located in Wilmington, Delaware (“Brandywine Portfolio”). The recapi- talization was effected through the conversion of the 77.8% interest which was previously held by the institutional investors in Fund I to affiliates of GDC Properties (“GDC”) through a merger of interests in exchange for cash. The Operating Partnership has retained its existing 22.2% interest in the Brandywine Portfolio in partnership with GDC and continues to operate the portfolio and earn fees for such services. Fol- lowing the January 2006 recapitalization of the Brandywine Portfolio, the Company no longer has a controlling interest in this investment and, accordingly, currently accounts for this investment under the equity method of accounting. Investments in and Advances to Unconsolidated Joint Ventures The Company accounts for its investments in unconsolidated joint ventures using the equity method as it does not exercise control over significant asset decisions such as buying, selling or financing nor is it the primary beneficiary under FIN 46-R, as discussed above. Under the equity method, the Company increases its investment for its proportionate share of net income and contributions to the joint venture and decreases its investment balance by recording its proportionate share of net loss and distributions. The Company recognizes income for distributions in excess of its investment where there is no recourse to the Company. For investments in which there is recourse to the Company, distributions in excess of the investment are recorded as a liability. the next twelve months is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. No impairment charges were recognized in the years ended December 31, 2006, 2005 and 2004. Use of Estimates Accounting principles generally accepted in the United States of America (“GAAP”) require the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition and the collectability of trade accounts receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Real Estate Real estate assets are stated at cost less accumulated depre- ciation. Expenditures for acquisition, development, construc- tion and improvement of properties, as well as significant renovations are capitalized. Interest costs are capitalized until construction is substantially complete. Construction in progress includes costs for significant shopping center expansion and redevelopment. Depreciation is computed on the straight-line basis over estimated useful lives of 30 to 40 years for buildings and the shorter of the useful life or lease term for improvements, furniture, fixtures and equipment. Expenditures for maintenance and repairs are charged to operations as incurred. Upon acquisitions of real estate, the Company assesses the fair value of acquired assets (including land, buildings and improvements, and identified intangibles such as above and below market leases and acquired in-place leases and cus- tomer relationships) and acquired liabilities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” and allocates purchase price based on these assessments. The Company assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. Acadia Realty Trust 2006 Annual Report 56 Notes to Consolidated Financial Statements continued The Company reviews its long-lived assets used in operations for impairment when there is an event, or change in circum- Management Contracts Income from management contracts, net of sub-management stances that indicates impairment in value. The Company fees of $0.3 million and $1.6 million for the years ended records impairment losses and reduces the carrying value of December 31, 2005 and 2004 respectively, is recognized properties when indicators of impairment are present and the on an accrual basis as such fees are earned. The initial expected undiscounted cash flows related to those properties acquisition cost of the management contracts is being are less than their carrying amounts. In cases where the Com- amortized over the estimated lives of the contracts acquired. pany 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 sell. During the year ended December 31, 2005, an impairment loss of $0.8 million was recognized related to a property that was sold in July of 2005. Management does not believe that the values of its properties within the portfolio are impaired as of December 31, 2006. Sale of Real Estate Assets The Company recognizes property sales in accordance with Revenue Recognition and Accounts Receivable Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective leases. As of December 31, 2006 and 2005 unbilled rents receivable relating to straight-lining of rents were $6.2 million and $8.8 million, respectively and deferred rents related to the straight lining of rents were $2.9 million and $2.5 million, respectively. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the tenant. Percentage rents are recog- nized in the period when the tenants’ sales breakpoint is met. SFAS No. 66, “Accounting for Sales of Real Estate.” The In addition, leases typically provide for the reimbursement to Company generally records the sales of operating properties the Company of real estate taxes, insurance and other property and outparcels using the full accrual method at closing operating expenses. These reimbursements are recognized as when the warnings process is deemed to be complete. Sales revenue in the period the expenses are incurred. not qualifying for full recognition at the time of sale are accounted for under other appropriate deferral methods. Investment in Real Estate — Held-for-Sale The Company evaluates the held-for-sale classification of its real estate each quarter. Assets that are classified as held- for-sale are recorded at the lower of their carrying amount or fair value less cost to sell. Assets are generally classified as held-for-sale once management commits to a plan to sell the properties and has initiated an active program to market them for sale. The results of operations of these real estate The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reim- bursements and other revenues. An allowance for doubtful accounts has been provided against certain tenant accounts receivable that are estimated to be uncollectible. Once the amount is ultimately deemed to be uncollectible, it is written off. Rents receivable at December 31, 2006 and 2005 are shown net of an allowance for doubtful accounts of $3.3 million and $3.2 million, respectively. Interest income from notes receivable is recognized on an accrual basis based on properties are reflected as discontinued operations in all the contractual terms of the notes. periods reported. On occasion, the Company will receive unsolicited offers from Cash and Cash Equivalents The Company considers all highly liquid investments with third parties to buy individual Company properties. Under an original maturity of three months or less when purchased these circumstances, the Company will classify the properties to be cash equivalents. as held-for-sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance. Deferred Costs Fees and costs paid in the successful negotiation of leases Restricted Cash and Cash in Escrow Restricted cash and cash in escrow consists principally of cash held for real estate taxes, property maintenance, insurance, minimum occupancy and property operating income requirements at specific properties as required by have been deferred and are being amortized on a straight- certain loan agreements. line basis over the terms of the respective leases. Fees and costs incurred in connection with obtaining financing have been deferred and are being amortized over the term of the related debt obligation. Income Taxes The Company has made an election to be taxed, and believes it qualifies as a REIT under Sections 856 through 860 of the 57 Acadia Realty Trust 2006 Annual Report Internal Revenue Code of 1986, as amended (the “Code”). To maintain REIT status for Federal income tax purposes, the Company is generally required to distribute to its stockholders at least 90% of its REIT taxable income as well as comply with certain other requirements as defined by the Code. Accordingly, the Company is not subject to federal corporate income tax to the extent that it distributes 100% of its REIT taxable income each year. Although it may qualify for REIT status for Federal income tax (dollars in thousands) Net income: As reported Pro forma Basic earnings per share: As reported Pro forma purposes, the Company is subject to state income or franchise Diluted earnings per share: taxes in certain states in which some of its properties are located. In addition, taxable income from non-REIT activities managed through the Company’s taxable REIT subsidiaries (“TRS”) are subject to federal, state and local income taxes. As reported Pro forma Year Ended December 31, 2004 $19,585 $19,561 $ 0.67 $ 0.67 $ 0.65 $ 0.65 Recent Accounting Pronouncements In February 2006, the FASB issued SFAS No. 155, “Account- TRS income taxes are accounted for under the asset and liability ing for Certain Hybrid Financial Instruments — an amendment method as required SFAS No. 109, “Accounting for Income of FASB Statements No. 133 and No. 140.” This Statement Taxes.” Under the asset and liability method, deferred income amends SFAS No. 133, “Accounting for Derivative Instruments taxes are recognized for the temporary differences between and Hedging Activities,” and SFAS No. 140, “Accounting for the financial reporting basis and the tax basis of the TRS assets Transfers and Servicing of Financial Assets and Extinguishments and liabilities. Stock-based Compensation Prior to 2002, the Company accounted for stock options under Accounting Principles Board Opinion No. 25, “Account- ing for Stock Issued to Employees” and related interpretations. Effective January 1, 2002, the Company adopted the fair value method of recording stock-based compensation contained in SFAS No. 123, “Accounting for Stock-Based Compensation” and SFAS No. 123R effective June 30, 2005. As such, all stock options granted after December 31, 2001 are reflected as compensation expense in the Company’s consolidated financial statements over their vesting period based on the fair value at the date the stock-based compensation was granted. As provided for in SFAS No. 123, the Company elected the “prospective method” for the adoption of the fair value basis method of accounting for employee stock options. Under this method, the recognition provisions have been applied to all employee awards granted, modified or settled after January 1, 2002. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value based method of accounting for stock-based employee compensation for vested stock options granted prior to January 1, 2002. of Liabilities” and resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, “Application of SFAS No. 133 to Beneficial Interests in Securitized Financial Assets.” This Statement (a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, (c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and (e) amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company is currently evaluating the effect of the adop- tion of SFAS No. 155. In June 2006, the FASB issued Interpretation No. 48, “Account- ing for Uncertainty in Income Taxes — an interpretation of SFAS No. 109 (“Interpretation No. 48”). Interpretation No. 48 defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Interpretation No. 48 also provides guidance on derecognition, Acadia Realty Trust 2006 Annual Report 58 Notes to Consolidated Financial Statements continued classification, interest and penalties, accounting in interim periods, disclosure, and transition. Interpretation No. 48 is Comprehensive income The following table sets forth comprehensive income for the effective for fiscal years beginning after December 15, 2006. years ended December 31, 2006, 2005 and 2004: The adoption of Interpretation No. 48 on its effective date will not have an effect on the Company’s consolidated financial statements. (dollars in thousands) Years Ended December 31, 2006 2005 2004 In September 2006, the SEC issued Staff Accounting Bulletin Net income $39,013 $20,626 $19,585 (SAB) No. 108 “Considering the Effects of Prior Year Misstate- Other comprehensive ments when Quantifying Misstatements in Current Year income (loss) (222) 3,168 2,325 Financial Statements.” This Bulletin provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in this Bulletin must be applied to financial reports covering the first fiscal year ending after November 15, 2006. As a result of the adoption of SAB No. 108, the Company recorded a $1.8 million cumulative effect of straight-line rent adjustment for prior years effective January 1, 2006. This adjustment was the result of changing the calculation of tenants’ straight-line rent from rent commencement date to the date the tenant took possession of the space. This adjustment is reflected in Comprehensive income $38,791 $23,794 $21,910 Notes: Other comprehensive income relates to the changes in the fair value of derivative instruments accounted for as cash flow hedges. The following table sets forth the change in accumulated other comprehensive loss for the years ended December 31, 2006, 2005 and 2004: Accumulated other comprehensive income (loss) Years Ended December 31, 2006 2005 2004 the Company’s balance sheet as an increase to both rents (dollars in thousands) receivable, net and retained earnings. Beginning balance $ (12) $ (3,180) $(5,505) In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements.” This SFAS defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. This Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based payments transactions under SFAS No. 123. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. As SFAS No. 157 does not require any new fair value Unrealized gain (loss) on valuation of derivative instruments (222) 3,168 2,325 Ending balance $ (234) $ (12) $(3,180) Note 2i Acquisition and Disposition of Properties and Discontinued Operations measurements or remeasurements of previously computed fair values, the Company does not believe adoption of SFAS A. Acquisition and Disposition of Properties Currently the primary vehicles for the Company’s acquisitions No. 157 will have a material effect on its financial statements. are Funds I and II (Note 1). On February 15, 2007, the FASB issued SFAS Statement No. Dispositions relate to the sale of shopping centers and land. 159, “The Fair Value Option for Financial Assets and Financial Gains from these sales are recognized in accordance with Liabilities.” This Statement permits companies and not-for- the provisions of SFAS No. 66, “Accounting for Sales of profit organizations to make a one-time election to carry Real Estate.” eligible types of financial assets and liabilities at fair value, even if fair value measurement is not required under GAAP. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the effect of the adoption of SFAS No. 159. Acquisitions On January 12, 2006, the Company closed on a 19,265 square foot retail building in the Lincoln Park district in Chicago. The property was acquired from an affiliate of Klaff (Note 4) for a purchase price of $9.9 million, including the assumption of existing mortgage debt in the principal amount of $3.8 million. 59 Acadia Realty Trust 2006 Annual Report On January 24, 2006, the Company acquired a 60% interest five-year options at the current rent plus one 15-year option in the A&P Shopping Plaza located in Boonton, New Jersey. at fair market value. The property, which is 100% occupied and located in north- eastern New Jersey, is a 63,000 square foot shopping center anchored by a 49,000 square foot A&P supermarket. A portion of the remaining 40% interest is owned by a principal of P/A Associates, LLC (“P/A”). The interest was acquired for $3.2 million. There is an existing first mortgage debt of $8.6 million encumbering the property. In December 2005, Acadia-P/A acquired a 65,000 square foot parking garage located at 10th Avenue in Manhattan, New York for $7.0 million, including closing and other acquisition costs. Concurrent with the closing, Acadia-P/A obtained a $4.9 million short term loan which matured on March 31, 2006 and bore interest at LIBOR plus 125 basis points. In July 2006, the Company obtained a construction On June 16, 2006, the Company purchased 8400 and 8625 loan of $19.2 million which bears interest at LIBOR plus Germantown Road in Philadelphia, Pennsylvania for $16.0 125 basis points and matures on December 31, 2008. As of million. The Company assumed a $10.1 million first mortgage December 31, 2006, the amount outstanding on this loan loan which has a maturity date of June 11, 2013. The 40,570 was $6.4 million. square foot property is 100% occupied. Also in December 2005, Acadia-P/A acquired the remaining On September 21, 2006, the Company purchased 2914 40-year term of a leasehold interest on land located at Liberty Third Avenue in the Bronx, New York for $18.5 million. Avenue in Queens, New York for $0.3 million. The 41,305 square foot property is 100% occupied. In March, 2004, the Company, through a newly-formed joint On April 6, 2005, in conjunction with an investment partner, venture with an unaffiliated third-party 10% investor, acquired P/A Associates, LLC (“P/A”), Fund II, through Acadia-P/A a $9.6 million first mortgage loan secured by a shopping Holding Company, LLC (“Acadia-P/A”) purchased a 140,000 center in Aiken, South Carolina, which was in default, for square foot building located in the Washington Heights section $5.5 million and subsequently acquired the fee interest in of Manhattan, New York for a purchase price of $25.0 million. this property through a deed in lieu of foreclosure. In Septem- In September 2005, Acadia-P/A obtained a mortgage loan of ber, 2004 this joint venture acquired an adjacent property for $19.0 million secured by this property which requires monthly a cash price of $1.5 million. In the fourth quarter of 2005, payments of interest only at a fixed interest rate of 5.26% the Company exchanged its common equity interest in these and matures September 2007. properties for a 15% preferred equity position. As a result of During July 2005, Fund II, in conjunction with its partners in the Retailer Controlled Property Venture, invested $1.0 million for a 50% interest in a leasehold located in Rockville, Maryland. During July of 2005, the Company purchased 4343 Amboy Road located in Staten Island, New York for $16.6 million in cash and $0.2 million in Common OP Units. the afore-mentioned exchange, as of December 31, 2005, the Company accounts for this investment under the equity method (Note 4). On September 29, 2004, Acadia-P/A purchased 400 East Fordham Road in the Bronx, New York for $30.2 million, inclusive of closing and other related acquisition costs for cash. Subsequent to the closing, Acadia P/A financed this On August 5, 2005, Acadia-P/A purchased 260 East 161st acquisition with an $18.0 million mortgage loan from a Street in the Bronx, New York for $49.4 million, inclusive of bank which bears interest at LIBOR plus 175 basis points closing and other related acquisition costs. Concurrent with and matures November 2007. On February 25, 2005, Acadia- the closing, Acadia-P/A obtained a short term loan of $12.1 P/A purchased a parcel of land adjacent to 400 E. Fordham million which bears interest at LIBOR plus 150 basis points Road for $0.9 million, inclusive of closing and related acqui- and matured March 2006. In March 2006, the Company sition costs. obtained a construction loan of $30 million which bears inter- est at LIBOR plus 140 basis points and matures in April 2008. On October 1, 2004, Acadia-P/A entered into a 95-year ground lease to redevelop a 16-acre site in Pelham Manor, On November 3, 2005, Fund II acquired a 36-year ground Westchester County, New York. lease interest for a 112,000 square foot building located at Oakbrook Center in the Chicago Metro Area for $6.9 million, including closing and other acquisition costs. The ground lease expires in July 2017 and has three 10-year options. The current tenant’s lease expires in October 2011 with four Dispositions On November 3, 2006, the Company sold Bradford Town Centre, a 257,123 square foot shopping center in Towanda, Acadia Realty Trust 2006 Annual Report 60 Notes to Consolidated Financial Statements continued Pennsylvania, for $16.0 million which resulted in a $5.6 million gain on the sale. December 31, 2005 On November 28, 2006, the Company sold three properties, Greenridge Plaza, a 191,767 square foot shopping center in (dollars in thousands) Assets: Scranton, Pennsylvania, for $10.6 million which resulted in a Net real estate $4.7 million gain on the sale, Luzerne Street Center, a 58,035 Rents receivable, net square foot shopping center in Scranton, Pennsylvania, for $3.6 million which resulted in a $2.5 million gain on the sale and Pittston Plaza, a 79,498 square foot shopping center in Pittston, Pennsylvania, for $6.0 million which resulted in a $0.5 million gain on the sale. Other assets Total Assets Liabilities and Deficit: Mortgage notes payable Accounts payable and accrued expenses On December 14, 2006, the Company sold Soundview Market- place, a 183,815 square foot shopping center in Port Wash- ington, New York, for $24.0 million which resulted in a $7.9 million gain on the sale. Other liabilities Total liabilities Surplus On July 7, 2005, the Company sold Berlin Shopping Center for $4.0 million. An impairment loss of $0.8 million was recognized for the year ended December 31, 2005, to reduce the carrying value of this asset to fair value less costs to sell. Total liabilities and surplus (dollars in thousands) $35,538 2,214 1,974 $39,726 $13,800 653 611 15,064 24,662 $39,726 Years Ended December 31, 2006 2005 2004 On November 22, 2004, the Company sold East End Centre, Total revenues $ 8,466 $9,437 $11,113 a 308,000 square foot shopping center in Wilkes-Barre, Penn- Total expenses 5,763 7,614 9,517 sylvania, for approximately $12.4 million which resulted in a $6.7 million gain on the sale. B. Discontinued Operations SFAS No. 144 requires discontinued operations presentation for disposals of a “component” of an entity. In accordance with SFAS No. 144, for all periods presented, the Company reclassified its consolidated statements of income to reflect income and expenses for properties which became held for sale subsequent to December 31, 2001, as discontinued operations and reclassified its consolidated balance sheets to reflect assets and liabilities related to such properties as assets and liabilities related to discontinued operations. The combined results of operations of sold properties are reported separately as discontinued operations for the year ended December 31, 2006. These are related to the dispo- sitions listed above. The combined assets and liabilities and results of operations of the properties classified as discontinued operations are summarized as follows: Impairment of real estate — (770) — 2,703 1,823 1,596 (Loss) gain on sale of properties Minority interest Income from 20,974 (458) (50) (20) 6,696 (165) discontinued operations $23,219 $ 983 $ 8,127 Note 3i Segment Reporting The Company has two reportable segments: retail properties and multi-family properties. 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 non- recurring items. The reportable segments are managed sepa- rately due to the differing nature of the leases and property operations associated with the retail versus residential tenants. The following table sets forth certain segment information for the Company, reclassified for discontinued operations, as of and for the years ended December 31, 2006, 2005, and 2004 (does not include unconsolidated affiliates): 61 Acadia Realty Trust 2006 Annual Report Property operating expenses and real estate taxes Other Expenses Net property income before depreciation and amortization Depreciation and amortization 2006 2005 2004 Retail Multi-Family Properties Properties All Other Retail Multi-Family Total Properties Properties All Other Retail Multi-Family Total Properties Properties All Other Total (dollars in thousands) Revenues $ 79,399 $ 7,710 $ 15,584 $102,693 $ 86,070 $ 7,688 $ 7,048 $100,806 $ 76,529 $ 7,596 $ 2,957 $ 87,082 22,011 15,298 4,308 1,482 — 26,319 21,236 4,253 — 25,489 21,060 4,134 — 3,002 19,782 9,396 267 6,490 16,153 7,593 490 2,858 25,194 10,941 $ 42,090 $ 1,920 $ 12,582 $ 56,592 $ 55,438 $ 3,168 $ 558 $ 59,164 $ 47,876 $ 2,972 $ $ 99 $ 50,947 328 $ 22,781 $ $ $ $ 24,659 $ 1,510 468 $ 26,637 $ 23,989 $ 1,465 $ 451 $ 25,905 $ 21,020 $ 1,433 Interest expense $ 21,000 $ 1,451 Real estate at cost $634,815 $42,423 — $ 22,451 $ 17,449 $ 1,355 $ — $ 18,804 $ 15,169 $ 1,518 $ — $ 16,687 — $677,238 $668,273 $41,633 $ — $709,906 $558,943 $40,615 $ — $ 599,558 Total assets $774,905 $36,626 $ 40,161 $851,692 $755,691 $37,295 $ 48,605 $841,591 $579,110 $36,872 $20,749 $ 636,731 Expenditures for real estate and improvements $ 86,219 $ 790 $ — $ 87,009 $130,059 $ 1,018 $ — $131,077 $ 47,769 $ 842 $ — $ 48,611 Reconciliation to net income Net property income before depreciation and amortization Depreciation and amortization Equity in earnings of unconsolidated partnerships Interest expense Gain on sale of land Income from discontinued operations Income taxes Minority interest Net income Note 4i $ 56,592 (26,637) 2,559 (22,451) — 23,219 508 5,223 $ 39,013 A. Investments in and Advances to Unconsolidated Affiliates $ 59,164 (25,905) 21,280 (18,804) — 983 (2,140) (13,952) $ 20,626 $ 50,947 (22,781) 513 (16,687) 932 8,127 — (1,466) $ 19,585 recognized income of $23.1 million. For the year ended December 31, 2006, Mervyns I and II received distributions of $4.6 million and recognized $2.2 million of income repre- senting the excess distribution over its remaining capital. Retailer Controlled Property Venture During 2006, the RCP Venture made its second investment On January 27, 2004, the Company entered into the Retailer with its participation in the acquisition of Albertsons. Affiliates Controlled Property Venture (“RCP Venture”) with Klaff Realty, of Fund II, through the same limited liability companies which L.P. (“Klaff”) and Klaff’s long-time capital partner Lubert-Adler were formed for the investment in Mervyns, invested $20.7 Management, Inc. (“Lubert-Adler”) for the purpose of making million in the acquisition of Albertsons through the RCP investments in surplus or underutilized properties owned by Venture, along with others as part of an investment consor- retailers. On September 2, 2004, affiliates of Fund I and tium. The Operating Partnership’s share of the invested Fund II, through separately organized, newly formed limited capital was $4.2 million. liability companies on a non-recourse basis, invested in the acquisition of Mervyns through the RCP Venture, which, as part of an investment consortium of Sun Capital and Cerberus, acquired Mervyns from Target Corporation. The total acqui- sition price was $1.2 billion, with such affiliates’ combined $24.6 million share of the investment divided equally between them. The Operating Partnership’s share of the Mervyns investment totaled $5.2 million. Since inception, Mervyns I and II received distributions totaling $50.8 million and During 2006, Fund II made additional investments of $4.1 million, through the RCP Venture, in two Albertsons invest- ments, Camellia and Newkirk, and in Shopko and Marsh. The Operating Partnership’s share of the additional investments totaled $0.7 million. Consequently, the Company accounts for these investments using the cost method due to the minor ownership percent interest and the inability to exert influence over the partnership’s operating and financial policies. Acadia Realty Trust 2006 Annual Report 62 Notes to Consolidated Financial Statements continued Brandywine Portfolio 35,000 square foot center located in Westchester, New York, On January 4, 2006, the institutional investors of Fund I from its unaffiliated partner. This investment, which had pre- transferred their 77.8% interest in the Brandywine Portfolio viously been accounted for using the equity method, is now into affiliates of GDC in exchange for cash. The Operating consolidated. Partnership transferred its 22.2% share of the Brandywine Portfolio into affiliates of GDC in exchange for a 22.2% interest in such affiliates. Prior to the closing of this trans- action, the Operating Partnership provided $17.6 million of mortgage financing secured by certain properties within the Brandywine Portfolio. This financing was repaid in June 2006. Other Investments Fund I Investments Fund I has joint ventures with third party investors in the ownership and operation of Hitchcock Plaza, Pine Log Plaza, Sterling Heights Shopping Center, and Haygood Shopping Center. The Hitchcock Plaza is a 234,000 square foot shop- ping center located in Aiken, South Carolina. Adjacent to the Hitchcock Plaza is the 35,000 square foot Pine Log Plaza. Sterling Heights Shopping Center is a 155,000 square foot community shopping center located in Detroit, Michigan. Lastly, Haygood Shopping Center is a 178,000 square foot center located in Virginia Beach, Virginia. The investments in these properties are accounted for using the equity method of accounting. In the fourth quarter 2006, Fund I completed the purchase of the remaining 50% interest in the Tarrytown Centre, a Fund II Investments Fund II acquired for $1.0 million, a 50% equity interest from its partner in the RCP Venture in the entity which has a leasehold interest in a former Levitz Furniture store located in Rockville, Maryland. The investment in this property is accounted for using the equity method of accounting. Crossroads The Company owns a 49% interest in the Crossroads Joint Venture and Crossroads II Joint Venture (collectively, “Cross- roads”), which collectively own a 311,000 square foot shop- ping center in White Plains, New York. The Company accounts for its investment in Crossroads using the equity method. The unamortized excess of the Company’s investment over its share of the net equity in Crossroads at the date of acqui- sition was $19.6 million. The portion of this excess attributable to buildings and improvements are being amortized over the life of the related property. The following tables summarize the Company’s investment in unconsolidated subsidiaries as of December 31, 2006, December 31, 2005 and December 31, 2004. The Investment in Mervyns represents the Company’s share of the investment through the RCP Venture. 63 Acadia Realty Trust 2006 Annual Report December 31, 2006 Mervyns Brandywine Portfolio Crossroads Other Investments Total $ — 385,444 — $127,146 $ 6,017 $ 43,660 $176,823 — 6,747 — 4,511 — 6,632 385,444 17,890 $385,444 $133,893 $ 10,528 $ 50,292 $580,157 $166,200 $ 64,000 $ 28,558 $258,758 12,709 (45,016) $133,893 $ — 1,858 (55,330) $ 10,528 $ — 8,862 12,872 23,429 297,970 $ 50,292 $580,157 $ 7,510 $ 31,049 $ (10,541) $(11,187) $ — $ (21,728) $ 18,324 $ 9,208 $ 3,707 $ 31,239 4,800 12,066 — 2,947 3,121 3,485 — 580 2,295 1,448 — 1,416 10,216 16,999 (4,554) 4,943 $ (4,554) $ (1,489) $ 2,022 $ (1,452) $ (5,473) (dollars in thousands) Balance Sheets Assets Rental property, net Investment in unconsolidated affiliates Other assets Total assets Liabilities and partners’ equity Mortgage note payable Other liabilities Partners’ equity (deficit) Total liabilities and partners’ equity Company’s investment in unconsolidated affiliates $ 23,539 Share of distributions in excess of share of income and investment in unconsolidated affiliates Statements of Operations Total revenue Operating and other expenses Interest expense Equity in earnings (loss) of affiliates Depreciation and amortization Net (loss) income Company’s share of net income (loss) Amortization of excess investment $ — — 385,444 $385,444 $ $ — — — — (4,554) — 2,212 — Company’s share of net income (loss) $ 2,212 $ (31) — (31) 991 392 599 $ (221) — 2,951 392 $ (221) $ 2,559 Acadia Realty Trust 2006 Annual Report 64 Notes to Consolidated Financial Statements continued (dollars in thousands) Balance Sheets Assets Rental property, net Investment in unconsolidated affiliates Other assets Total assets Liabilities and partners’ equity Mortgage note payable Other liabilities Partners’ equity (deficit) Total liabilities and partners’ equity Company’s investment in unconsolidated affiliates Share of distributions in excess of share of income and investment in unconsolidated affiliates Statements of Operations Total revenue Operating and other expenses Interest expense Equity in earnings of affiliates Depreciation and amortization Net income (loss) Company’s share of net income (loss) Amortization of excess investment Company’s share of net income (loss) (dollars in thousands) Statements of Operations Total revenue Operating and other expenses Interest expense Depreciation and amortization Net income (loss) Company’s share of net income (loss) Amortization of excess investment Company’s share of net income (loss) December 31, 2005 Mervyns Crossroads Other Investments Total $ — $ 6,458 $31,093 $ 37,551 9,401 — — 5,543 — 8,708 9,401 14,251 $ 9,401 $ 12,001 $39,801 $ 61,203 $ $ $ $ $ — — 9,401 9,401 2,722 — — — — 181,543 — $ 181,543 20,902 — $ 64,000 2,359 (54,358) $ 12,001 $ — $16,340 5,265 18,196 $39,801 $15,141 $ 80,340 7,624 (26,761) $ 61,203 $ 17,863 $(10,315) $ — $ (10,315) $ 8,772 2,581 3,632 — 654 988 392 596 $ 1,905 $ $ 3,778 2,206 906 — 927 (261) (218) — $ 12,550 4,787 4,538 181,543 1,581 $183,187 21,672 392 Year Ended December 31, 2004 Crossroads Other Investments Total $ 8,160 2,707 2,740 778 $ 1,935 1,112 392 $ 720 $ 380 — 384 416 $ (420) (207) — $ (207) $ 8,540 2,707 3,124 1,194 $ 1,515 905 392 $ 513 $ 20,902 $ $ (218) $ 21,280 B. Notes Receivable and Preferred Equity The Preferred Equity Investment received a return of 10%, Investment plus a minimum return of capital of $2.0 million per annum. In March 2005, the Company invested $20.0 million in a During March 2006, the rate of return was reset to the six- preferred equity position (“Preferred Equity Investment”) month LIBOR plus 644 basis points or 11.5%. with Levitz SL, L.L.C. (“Levitz SL”), the owner of fee and leasehold interests in 30 locations (the “Levitz Properties”) totaling 2.5 million square feet, of which the majority are currently leased to Levitz Furniture Stores (which filed for bankruptcy protection under Chapter 11 in October 2005). Klaff Realty L.P. (“Klaff”) is a managing member of Levitz SL. In June 2006, the Company converted the Preferred Equity Investment to a first mortgage loan in the amount of $31.3 million. The loan has a maturity date of May 31, 2008 and has an interest rate of 10.5%. The loan was secured by fee and leasehold mortgages as well as a pledge of the entities owning 19 of the Levitz Properties totaling 1.8 million square 65 Acadia Realty Trust 2006 Annual Report feet. During the third quarter of 2006, Levitz SL sold one of On February 22, 2006, the Company refinanced a property the Levitz Properties located in Northridge, California and within its existing portfolio for $20.5 million. This loan bears used $20.4 million of the proceeds to partially pay down interest at a fixed rate of 5.4% and matures on March 1, 2016. the loan. As of December 31, 2006, the loan balance amounted to $10.9 million and is included in Notes Receiv- able and Preferred Equity Investment on the consolidated balance sheet. Management believes that the underlying value of the real estate is sufficient to recover the mortgage and accordingly, no reserve is required at December 31, 2006. Note 5i Deferred Charges Deferred charges consist of the following as of December 31, 2006 and 2005: On March 27, 2006, the Company refinanced a property for $30.0 million. This loan bears interest at LIBOR plus 140 basis points and matures on April 1, 2008. A portion of the proceeds were used to pay down the existing $12.1 million of debt on this property. On May 18, 2006, the Company closed on a construction loan for a property up to $12.0 million. This loan bears inter- est at LIBOR plus 165 basis points and matures on May 18, 2009. Proceeds from this loan will be drawn down as needed and will be used to fund construction work. As of December 31, 2006, the amount outstanding on this loan December 31, 2006 2005 was $5.4 million. (dollars in thousands) Deferred financing costs $ 15,684 $ 9,631 On June 16, 2006, in conjunction with the purchase of a property, the Company assumed a loan of $10.1 million which bears interest at a fixed rate of 5.45% and matures Deferred leasing and other costs 31,848 25,855 on June 11, 2013. 47,532 35,486 On July 12, 2006, the Company closed on a construction Accumulated amortization (14,277) (11,747) $ 33,255 $ 23,739 Note 6i Mortgage and Other Notes Payable At December 31, 2006, mortgage and other notes payable were collateralized by 52 properties and related tenant leases. Interest rates on our outstanding mortgage indebtedness ranged from 5.0% to 8.5% with maturities that ranged loan for a property for $19.2 million. This loan bears interest at LIBOR plus 125 basis points and matures on December 31, 2008. Proceeds from this loan will be drawn down as needed and will be used to fund construction work. As of December 31, 2006, the amount outstanding on this loan was $6.4 million. On September 8, 2006, the Company financed a property for $23.5 million. This loan bears interest at a fixed rate of 6.06% and matures on August 29, 2016. from July 2007 to November 2032. Certain loans are cross- On November 3, 2006, in conjunction with the sale of a collateralized and cross-defaulted. The loan agreements property, the Company paid off $5.3 million of debt. This contain customary representations, covenants and events loan was cross-collateralized with another property. As part of default. Certain loan agreements require the Company of the payoff, the other property mortgage balance was to comply with certain affirmative and negative covenants, reduced by $1.5 million. including the maintenance of certain debt service coverage and leverage ratios. On January 12, 2006, in conjunction with the purchase of a property, the Company assumed a loan of $3.8 million which bears interest at a fixed rate of 8.5% and matures on April 11, 2028. On January 24, 2006, in conjunction with the purchase of a partnership interest, the Company assumed a loan of $8.6 million which bears interest at a fixed rate of 6.4% and matures on November 1, 2032. On December 14, 2006, in conjunction with the sale of a property, the Company paid off $8.2 million of debt. On December 18, 2006, the Company paid off $2.5 million on an existing loan. The remaining balance on this loan is $2.9 million. On December 19, 2006, the Company modified two existing facilities with the Bank of America which were collateralized by eight of the Company’s properties into a new $75.0 million revolving credit facility collateralized by seven of the properties and a new $16.0 million term loan on the remaining property. Acadia Realty Trust 2006 Annual Report 66 Notes to Consolidated Financial Statements continued Utilizing the proceeds from the issuance of convertible debt During March 2005, the Company obtained a secured (Note 7) the Company paid off the existing facilities balances revolving line of credit with a bank for $70.0 million. The in December 2006. The new $75.0 million revolving credit revolving line of credit bears interest either at Prime plus 0% facility, which can be increased up to $88.0 million based on or LIBOR plus 0.75% at borrower’s option. The loan matures collateral performance, bears interest at LIBOR plus 125 basis at the earlier of three years or the date on which capital points and matures on December 1, 2010. As of December commitments have been fully drawn. As of December 31, 31, 2006, there was no outstanding balance on this facility. 2005, the outstanding balance on this facility was $24.4 The new $16.0 million term loan bears interest at LIBOR plus million. On January 18, 2006, the Company drew an addi- 130 basis points and matures on December 1, 2011. The tional $1.8 million on this facility. On April 21, 2006, the above transactions were reflected as a modification of debt Company paid down $15.0 million on this facility. On June 1, in accordance with Emerging Issues Task Force No. 96-19, 2006, the Company drew an additional $19.2 million on “Debtors Accounting for Modifications or Exchange of Debt this facility. On June 22, 2006, the entire existing balance of Instruments.” $30.4 million was paid off by the Company. The following table summarizes our mortgage indebtedness as of December 31, 2006 and December 31, 2005: December 31, Interest Rate at Properties 2006 2005 December 31, 2006 Maturity Encumbered Payment Terms (dollars in thousands) Mortgage notes payable — variable-rate Washington Mutual Bank, FA $ 21,524 $ 23,669 6.83% (LIBOR + 1.50%) 4/1/2011 Bank of America, N.A. RBS Greenwich Capital Bank of America, N.A. PNC Bank, National Association JP Morgan Chase Bank of China, New York Branch Bank of America, N.A. Bank of America, N.A. Bank of America, N.A. Bank of America, N.A. Bank of America, N.A. Bank of America, N.A. Interest rate swaps 9,925 30,000 6,424 5,363 2,939 18,000 16,000 — — — — — 10,082 6.73% (LIBOR + 1.40%) 6/29/2012 — 6.73% (LIBOR + 1.40%) 4/1/2008 4,900 6.58% (LIBOR + 1.25%) 12/31/2008 — 6.98% (LIBOR + 1.65%) 5/18/2009 5,570 7.33% (LIBOR + 2.00%) 10/5/2007 18,000 7.08% (LIBOR + 1.75%) 11/1/2007 — 6.63% (LIBOR + 1.30%) 12/1/2011 — 6.58% (LIBOR + 1.25%) 12/1/2010 22,000 6.63% (LIBOR + 1.30%) 6/1/2010 44,485 6.73% (LIBOR + 1.40%) 6/29/2012 12,066 6.83% (LIBOR + 1.50%) 2/1/2006 24,400 (16,002) (92,376) Total variable-rate debt $ 94,173 $ 72,796 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (3) (31) (31) (32) (32) (39) (31) (32) (31) (33) (32) (33) (32) 67 Acadia Realty Trust 2006 Annual Report December 31, Interest Rate at Properties 2006 2005 December 31, 2006 Maturity Encumbered Payment Terms (dollars in thousands) Mortgage notes payable – fixed-rate Sun America Life Insurance Company $ 12,665 $ 12,936 Bank of America, N.A. RBS Greenwich Capital RBS Greenwich Capital RBS Greenwich Capital RBS Greenwich Capital Bear Stearns Commercial Bear Stearns Commercial LaSalle Bank, N.A. GMAC Commercial Column Financial, Inc. Merrill Lynch Mortgage Lending, Inc. Bank of China Cortlandt Deposit Corp Cortlandt Deposit Corp The Ohio National Life Insurance Co. Canada Life Insurance Company UBS Warburg Real Estate UBS Warburg Real Estate UBS Warburg Real Estate Interest rate swaps Total fixed-rate debt Total fixed and variable debt Valuation premium on assumption of debt net of amortization Total Notes: 15,686 15,672 14,940 17,600 12,500 34,600 20,500 3,782 8,565 9,997 23,500 19,000 7,425 7,339 4,526 6,743 — — — 16,002 15,882 15,894 15,000 17,600 12,500 34,600 — — — — — 19,000 9,900 9,785 4,667 6,945 30,000 21,018 15,964 92,376 251,042 334,067 345,215 406,863 2,187 4,137 $347,402 $ 411,000 6.46% 7.55% 5.19% 5.64% 4.98% 5.12% 5.53% 5.44% 8.50% 6.40% 5.45% 6.06% 5.26% 6.62% 6.51% 8.20% 8.00% 4.69% 7.01% 7.32% 6.28% 7/1/2007 1/1/2011 6/1/2013 9/6/2014 9/6/2015 11/6/2015 1/1/2016 3/1/2016 4/11/2028 11/1/2032 6/11/2013 8/29/2016 9/1/2007 2/1/2009 1/15/2009 6/1/2022 1/1/2023 2/11/2008 7/11/2012 6/11/2012 (40) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) (26) (27) (28) (29) (29) (30) (31) (31) (31) (31) (34) (35) (36) (32) (31) (31) (31) (37) (32) (38) (38) (31) (31) (32) (31) (31) (1) Ledgewood Mall (12) Merrillville Plaza (31) Monthly principal and interest (2) Smithtown Shopping Center (13) GHT Apartments/Colony Apartments (32) Interest only monthly (3) 244-268 161st Street (14) 239 Greenwich Avenue (33) Annual principal and monthly interest (4) 216th Street (5) Liberty Avenue (6) Granville Center (15) New Loudon Center (34) Interest only monthly until 9/10; monthly (16) Crescent Plaza (17) Pacesetter Park Shopping Center principal and interest thereafter (35) Interest only monthly until 11/08; monthly principal and interest thereafter (36) Interest only monthly until 1/10; monthly (7) 400 East Fordham Road (18) Elmwood Park Shopping Center (8) Branch Shopping Center (19) Gateway Shopping Center principal and interest thereafter (9) Marketplace of Absecon Bloomfield Town Square Hobson West Plaza Village Apartments Town Line Plaza Methuen Shopping Center Abington Towne Center (10) Bloomfield Town Square Hobson West Plaza Marketplace of Absecon Village Apartments (11) Abington Towne Center Branch Shopping Center Methuen Shopping Center Town Line Plaza (20) Clark-Diversey (21) Boonton (22) Chestnut Hill (23) Walnut Hill (24) Sherman Avenue (25) Kroger Portfolio (26) Safeway Portfolio (27) Amherst Marketplace (28) Sheffield Crossing (29) Brandywine Town Center (30) Market Square Shopping Center (37) Interest only monthly until 11/11; monthly principal and interest thereafter (38) Annual principal and semi-annual interest payments (39) Interest only upon draw down on construction loan (40) Maturing between 1/1/10 and 10/1/11 Acadia Realty Trust 2006 Annual Report 68 Notes to Consolidated Financial Statements continued Note 7i Convertible Notes Payable In December 2006, the Company issued $100.0 million of convertible notes due 2026 (the “Convertible Notes”). The Convertible Notes were issued at par and pay interest in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2007. The Convertible Notes are unsecured unsubordinated obligations and rank equally with all other unsecured and unsubordinated indebtedness. There was an option to increase the issuance of the Convertible Notes by an additional $15.0 million, which was exercised on January 8, 2007, resulting in additional proceeds of $14.7 million. The Convertible Notes have an initial conver- sion price of $30.86 per share. Upon conversion of the Convertible Notes, the Company will deliver cash and, in some circumstances, Common Shares, as specified in the indenture relating to the Convertible Notes. The Convertible Notes may only be converted prior to maturity: (i) during any calendar quarter beginning after December 31, 2006 (and only during such calendar quarter), if, and only if, the closing sale price of the Company’s Common Shares for at least 20 trading days (whether consecutive or not) in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than 130% of the conversion price per common share in effect on the appli- cable trading day; or (ii) during the five consecutive trading- day period following any five consecutive trading-day period in which the trading price of the notes was less than 98% of the product of the closing sale price of the Company’s Common Shares multiplied by the applicable conversion rate; or (iii) if those notes have been called for redemption, at any time prior to the close of business on the second business day prior to the redemption date; or (iv) if the Company’s Common Shares are not listed on a United States national or regional securities exchange for 30 consecutive trading days. Prior to December 20, 2011, the Company will not have the right to redeem Convertible Notes, except to preserve its status as a REIT. After December 20, 2011, the Company will have the right to redeem the notes, in whole or in part, at If certain change of control transactions occur prior to December 20, 2011 and a holder elects to the Convertible Notes in connection with any such transaction, the Company will increase the conversion rate in connection with such conversion by a number of additional common shares based on the date such transaction becomes effective and the price paid per common share in such transaction. The conversion rate may also be adjusted under certain other circumstances, including the payment of cash dividends in excess of our current regular quarterly cash dividend of $0.20 per Common Share, but will be not adjusted for accrued and unpaid interest on the notes. Upon a conversion of notes, the Company will deliver cash and, at the Company’s election, its Common Shares, with an aggregate value, which the Company refers to as the “conversion value,” equal to the conversion rate multiplied by the average price of the Company’s Common Shares as follows: (i) an amount in cash which the Company refers to as the “principal return,” equal to the lesser of (a) the prin- cipal amount of the converted notes and (b) the conversion value; and (ii) if the conversion value is greater than the principal return, an amount with a value equal to the differ- ence between the conversion value and the principal return, which the Company refers to as the “new amount.” The net amount may be paid, at the Company’s option, in cash, its Common Shares or a combination of cash and its Com- mon Shares. The scheduled principal repayments of all indebtedness as of December 31, 2006 are as follows: (dollars in thousands) 2007 2008 2009 2010 2011 Thereafter $ 60,033 43,951 13,172 18,235 136,054 173,770 $445,215 any time and from time to time, for cash equal to 100% of Note 8i the principal amount of the notes plus any accrued and unpaid interest to, but not including, the redemption date. The Holders of notes may require us to repurchase their notes, in whole or in part, on December 20, 2011, December 15, 2016, and December 15, 2021 for cash equal to 100% of the principal amount of the notes to be repurchased plus any accrued and unpaid interest to, but not including, the repurchase date. Shareholders’ Equity and Minority Interests Common Shares In March of 2004, a secondary public offering was completed for a total of 5,750,000 Common Shares. The selling share- holders, Yale University and its affiliates (“Yale”) and Ross Dworman, a former trustee, sold 4,191,386 and 1,558,614 69 Acadia Realty Trust 2006 Annual Report Common Shares, respectively. The Company did not sell any shareholders, which at the time owned approximately 3.8% Common Shares in the offering and did not receive any pro- of the Company’s outstanding Common Shares, to acquire ceeds from the offering. During November 2004, the Company issued 1,890,000 Common Shares (the “Offering”). The $28.3 million in pro- ceeds from the Offering, net of related costs, was used to retire above-market, fixed-rate indebtedness as well as to additional shares through open market purchases. This waiver of the Company’s share ownership limitation permitted this shareholder to acquire up to an additional 6% of the Com- pany’s shares through December 31, 2005, or an aggregate of up to 9.8% of the Company’s Common Shares. invest in real estate assets. Yale and Kenneth F. Bernstein, Through December 31, 2006, the Company had repurchased the Company’s Chief Executive Officer, also sold 1,000,000, 2,051,605 Common Shares at a total cost of $11.7 million and 110,000 Common Shares, respectively, in connection (all of these Common Shares have been subsequently reis- with this transaction. Mr. Bernstein sold 110,000 Common sued) under its share repurchase program that allows for the Shares in connection with his exercise of options to purchase repurchase of up to $20.0 million of its outstanding Common 150,000 Common Shares. In October 2005, the Board of Shares. The repurchased shares are reflected as a reduction Trustees approved a resolution permitting one of its institutional of par value and additional paid-in capital. Minority Interests The following table summarizes the change in the minority interests since December 31, 2005: (dollars in thousands) Balance at December 31, 2005 Dividends and distributions declared of $0.755 per Common Share and Common OP Unit Net income (loss) for the period January 1 through December 31, 2006 Distributions paid Conversion of Series A Preferred OP Units Acquisition of partnership interest Other comprehensive income – unrealized loss on valuation of swap agreements Redemption of 11,105 Restricted Common OP Units Minority Interest contributions Balance at December 31, 2006 Minority Interest in Operating Partnership Minority Interest in Partially-Owned Affiliates $9,204 $ 137,086 (487) 804 — (696) — (6) (146) — $8,673 — (5,569) (73,242) — 2,246 — — 44,543 $ 105,064 Notes: Minority interest in the Operating Partnership represents (i) the limited partners’ interest of 642,272 and 653,360 Common OP Units at December 31, 2006 and 2005, respec- tively, (ii) 188 and 884 Series A Preferred OP Units at December 2005 with a nominal value of $1,000 per unit, which are entitled to a preferred quarterly distribution of the greater of (a) $13.00 (5.2% annually) per unit or (b) the quarterly distribution attributable to a Series B Preferred OP Unit if such unit were converted into a Common OP Unit. 31, 2006 and 2005, respectively, with a nominal value of During July 2005, the Company issued to a third party 11,105 $1,000 per unit, which are entitled to a preferred quarterly Restricted Common OP Units valued at $18.01 per unit in distribution of the greater of (a) $22.50 per unit (9% annu- connection with the purchase of 4343 Amboy Road. The ally) per Series A Preferred OP Unit or (b) the quarterly distri- holder of the Common OP Units was restricted from selling bution attributable to a Series A Preferred OP Unit if such these for six months from the date of the transaction. Dur- unit were converted into a Common OP Unit, and (iii) 4,000 ing June 2006, the Company redeemed for cash the 11,105 Series B Preferred OP Units at both December 31, 2006 and Restricted Common OP Units. Acadia Realty Trust 2006 Annual Report 70 Notes to Consolidated Financial Statements continued Minority interests in partially-owned affiliates include third- The remainder of the $2.9 million purchase price has been party interests in three partnerships in which the Company allocated to deferred charges in the consolidated balance has a majority ownership position. In addition, the accom- sheet. $1.1 million of these allocated costs have been identi- panying financial statements include the limited partners’ fied to future revenue streams and are being amortized over and non-managing members’ interests in Funds I and II, and the estimated life of each deal. The remaining $1.8 million Mervyns I and II as additional minority interests in partially- will be allocated over future acquisitions as they occur. owned affiliates. During 2005 and 2004, various limited partners converted During January 2006, the Company acquired a 60% interest a total of 746,762 and 2,058,804 Common OP Units into in the A&P Shopping Plaza located in Boonton, New Jersey Common Shares on a one-for-one basis, respectively. Mr. (Note 6). The remaining 40% interest is owned by a third Dworman, a trustee of the Company, received 34,841 of party and is reflected as minority interest in the accompany- Common OP Units through various affiliated entities during ing Consolidated Balance Sheet as of December 31, 2006. 2003 (Note 9). Also during January 2006, Fund I recapitalized the Brandy- wine Portfolio, and as a result, $36.5 million was distributed to the institutional investors in Fund I. The Series A Preferred OP Units were issued on November 16, 1999 in connection with the acquisition of all the part- nership interests of the limited partnership, which owns the The following table summarizes the minority interest contri- Pacesetter Park Shopping Center. Certain Series A Preferred butions and distributions in 2006: OP Unit holders converted 696 Series A Preferred OP Units Contributions Distributions into 92,800 Common OP Units and then into Common Shares (dollars in thousands) Minority interest in in both 2006 and 2005. The Series A Preferred OP Units are currently convertible into Common OP Units based on the two partnerships (1) $ — $ (232) stated value divided by $7.50. After the seventh anniversary Fund I (2) Mervyns I Fund II Mervyns II — — (37,223) (16,864) following their issuance, either the Company or the holders can call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common 24,664 — 19,879 (18,923) Shares as of the conversion date. 4,000 Series B Preferred OP Units were issued to Klaff in January 2004 in consideration for the acquisition of 75% of certain management contract rights. The Preferred OP Units Balance at December 31, 2006 $44,543 $ (73,242) (1) Represents 239 Greenwich Avenue and The Boonton Shopping are convertible into Common OP Units based on the stated Center. (2) Includes Brandywine Portfolio distribution of $36,454. In February 2005, the Company issued $4.0 million (250,000 Restricted Common OP Units valued at $16.00 each) of Restricted Common OP Units to Klaff in consideration for the 25% balance of certain management contract rights as well as the rights to certain potential future revenue streams. This followed the acquisition of 75% of the management contract rights from Klaff in January 2004 as reflected below. The Restricted Common OP Units are convertible into the Company’s Common Shares on a one-for-one basis after a five-year lock-up period. $1.1 million of the purchase price was allocated to investment in management contracts in the consolidated balance sheet and is being amortized over the estimated remaining life of the contracts. For both years 2006 and 2005, $0.2 million of these Klaff management contracts were written off following the disposition of these assets. value of $1,000 divided by $12.82 at any time. Additionally, Klaff may redeem them at par for either cash or Common OP Units after the earlier of the third anniversary of their issuance, or the occurrence of certain events including a change in the control of the Company. Finally, after the fifth anniversary of the issuance, the Company may redeem the Preferred OP Units and convert them into Common OP Units at market value as of the redemption date. The $4.0 million purchase price is reflected in the investment in management contracts in the consolidated balance sheet and is being amortized over the estimated life of the contracts. For both years 2006 and 2005, $0.5 million of these Klaff management contracts were written off following the disposition of these assets. Subsequent to December 31, 2006, Klaff converted 3,800 Series B Preferred Units into 296,412 Common OP Units and ultimately into Common Shares (Note 21). 71 Acadia Realty Trust 2006 Annual Report Note 9i Related Party Transactions In February 2005, the Operating Partnership issued $4.0 million of Restricted Common OP Units to Klaff for the bal- ance of certain management contract rights as well as the rights to certain potential future revenue streams (Note 8). In March 2005, the Company completed a $20.0 million (dollars in thousands) 2007 2008 2009 2010 2011 Thereafter $ 77,415 73,801 70,464 61,526 49,610 326,043 $ 658,859 Preferred Equity Investment with Levitz SL, of which Klaff, Minimum future rentals above include a total of $0.3 million a common and preferred OP unit holder, is the managing for two tenants (with three leases), which have filed for bank- member. In June 2006, the Company converted its Preferred ruptcy protection. None of these leases have been rejected Equity Investment with Levitz SL, into a mortgage loan nor affirmed. During the years ended December 31, 2006, (Note 4). The Company managed one property in which a major share- holder of the Company had an ownership interest and earned a management fee of 3% of tenant collections. Management fees earned by the Company under this contract aggregated $0.1 million for the year ended December 31, 2004. In addi- tion, the Company earned a leasing commission of $0.2 million related to this property for the year ended December 31, 2004. In connection with the sale of the property on July 12, 2004, the management contract was terminated and the Company earned a $0.08 million disposition fee. Lee Wielansky, the Lead Trustee of the Company, was paid a consulting fee of $0.1 million for each of the years ended December 31, 2006, 2005 and 2004. On March 19, 2004, Ross Dworman, a former trustee of the Company, and certain entities controlled by Mr. Dworman converted 1,000,000 share options and 548,614 OP Units held by them to Common Shares in connection with a sec- ondary public offering. During the year ended December 31, 2004, Kenneth F. Bernstein, President and Chief Executive Officer, and certain trustees of the Company exercised 400,000 and 20,000 options to purchase Common Shares, respectively. Note 10i Tenant Leases Space in the shopping centers and other retail properties is leased to various tenants under operating leases that usually 2005 and 2004, no single tenant collectively accounted for more than 10% of the Company’s total revenues. Note 11i Lease Obligations The Company leases land at seven of its shopping centers, which are accounted for as operating leases and generally provide the Company with renewal options. Ground rent expense was $4.5 million, $3.5 million, and $1.5 million (including capitalized ground rent at properties under devel- opment of $3.4 million, $2.7 million and $0.7 million) for the years ended December 31, 2006, 2005 and 2004, respec- tively. The leases terminate at various dates between 2008 and 2066. Four of these leases provide the Company with options to renew for additional terms aggregating from 20 to 60 years. The Company leases space for its White Plains corporate office for a term expiring in 2010. Office rent expense under this lease was $0.6 million, $0.4 million and $0.2 million for the years ended December 31, 2006, 2005 and 2004, respectively. Future minimum rental payments required for leases having remaining non-cancelable lease terms are as follows: (dollars in thousands) 2007 2008 2009 2010 2011 Thereafter $ 3,628 3,664 3,966 4,567 3,998 100,971 $120,794 grant tenants renewal options and generally provide for additional rents based on certain operating expenses as well Note 12i as tenants’ sales volume. Minimum future rentals to be received under non-cancelable leases for shopping centers and other retail properties as of December 31, 2006 are summarized as follows: Share Incentive Plan During 1999, the Company adopted the 1999 Share Incen- tive Plan (the “1999 Plan”), which replaced both the 1994 Share Option Plan and the 1994 Non-Employee Trustees’ Acadia Realty Trust 2006 Annual Report 72 Notes to Consolidated Financial Statements continued Share Option Plan. The 1999 Plan authorizes the issuance During 2006, the Company adopted the 2006 Share Incen- of options equal to up to 8% of the total Common Shares tive Plan (the “2006 Plan”) because relatively few Common outstanding from time to time on a fully diluted basis. How- Shares remained available for future grants under the 1999 ever, not more than 4,000,000 of the Common Shares in the and 2003 plans. The 2006 Plan provides for the granting of aggregate may be issued pursuant to the exercise of options Awards to officers, employees and trustees of the Company and no participant may receive more than 5,000,000 Common and consultants to the Company. The 2006 Plan is substan- Shares during the term of the 1999 Plan. Options are granted tially similar to the 2003 Plan, except that the maximum by the Share Option Plan Committee (the “Committee”), number of Common Shares that the Company may issue which currently consists of two non-employee Trustees, and pursuant to the 2006 Plan is 500,000 Common Shares. No will not have an exercise price less than 100% of the fair participant may receive more than 500,000 Common Shares market value of the Common Shares and a term of greater during the term of the 2006 Plan with respect to Awards. than ten years at the grant date. Vesting of options is at the discretion of the Committee with the exception of options granted to non-employee Trustees, which vest in five equal annual installments beginning on the date of grant. The 1999 Plan also provides for the granting of share appre- ciation rights, restricted shares and performance units/shares. Share appreciation rights provide for the participant to receive, upon exercise, cash and/or Common Shares, at the discretion of the committee, equal to the excess of the market value of On January 6, 2006, the Company issued 62,630 options to Officers (“Officers”) and Employees (“Employees”) of the Company. On May 16, 2006, the Company issued 18,000 options, 3,461 unrestricted shares and the equivalent of 1,340 Common Shares through a deferred compensation plan to Trustees of the Company in connection with Trustee fees. The options vest immediately. the Common Shares at the exercise date over the market value As of December 31, 2006, the Company has 492,372 options of the Common Shares at the grant date. The Committee will outstanding to officers and employees of which 433,839 are determine the award and restrictions placed on restricted vested. These options are for ten-year terms from the grant shares, including the dividends thereon and the term of such date and vest in three equal annual installments which begin restrictions. The Committee also determines the award and on the grant date. In addition, 58,000 options have been vesting of performance units and performance shares based issued to non-employee Trustees of which 57,400 options on the attainment of specified performance objectives of the were vested as of December 31, 2006. Company within a specified performance period. Through December 31, 2006, no share appreciation rights or perform- ance units/shares have been awarded. On January 6, 2006, (the “Grant Date”), the Company also issued a total of 121,233 Restricted Common Shares (“Restricted Shares”) to Officers and 13,136 Restricted During 2003, the Company adopted the 2003 Share Incentive shares (net of subsequent forfeitures) to certain Employees Plan (the “2003 Plan”) because no Common Shares remained of the Company. In general, the Restricted Shares carry all available for future grants under the 1999 Plan. The 2003 the rights of Common Shares including voting and dividend Plan provides for the granting of options, share appreciation rights, but may not be transferred, assigned or pledged until rights, restricted shares and performance units (collectively, the recipients have a vested non-forfeitable right to such “Awards”) to officers, employees and trustees of the Com- shares. Vesting with respect to the Restricted Shares issued pany and consultants to the Company. The 2003 Plan is to Officers, which is subject to the recipients’ continued generally identical to the 1999 Plan, except that the maximum employment with the Company through the applicable vest- number of Common Shares that the Company may issue ing dates, is over five years commencing with 30% on the pursuant to the 2003 Plan is four percent of the Common Grant Date and 17.5% on each of the next four anniversaries Shares outstanding from time to time on a fully diluted basis. thereafter. In addition, vesting on 50% of the unvested However, no participant may receive more than 1,000,000 Restricted Shares is also subject to certain total shareholder Common Shares during the term of the 2003 Plan with respect returns on the Company’s Common Shares. Vesting with to Awards. Pursuant to the 2003 Plan, non-employee Trustees respect to the Restricted Shares issued to Employees, which receive an automatic grant of 3,000 options following each is subject to the recipients’ continued employment with the Annual Meeting of Shareholders. Company through the applicable vesting dates, is over five 73 Acadia Realty Trust 2006 Annual Report years commencing with 30% on the Grant Date and 17.5% the 2003 Plan. The total value of the Restricted Share awards on each of the next four anniversaries thereafter. In addition, on the date of grant was $2.2 million which will be recog- vesting on 25% of the unvested Restricted Shares is also nized in expense over the vesting period. No awards of share subject to certain total shareholder returns on the Company’s appreciation rights or performance units/shares were granted Common Shares. for the years ended December 31, 2006, 2005 and 2004. The total value of the above restricted share awards on the For the years ended December 31, 2006, 2005 and 2004, date of grant was $2.7 million, of which $2.0 million will be $2.7 million, $1.0 million, and $0.8 million, respectively, were recognized in compensation expense over the vesting period. recognized in compensation expense related to Restricted On the Grant Date, the Company also issued a total of 224,901 Share grants. Restricted Shares to Officers and 28,706 Restricted Shares to The Company has used the Binomial method for 2006 and Employees in connection with a special, one-time perform- 2005 and the Black-Scholes option-pricing model for 2004 ance bonus recognizing management’s outstanding achieve- for purposes of estimating the fair value in determining com- ments in enhancing shareholder values over the previous pensation expense for options granted for the years ended five years, including, but not limited to, total shareholder December 31, 2006, 2005 and 2004. The Company has also return and the recent recapitalization of the Brandywine used this model for the pro forma information regarding net Portfolio. The Restricted Shares vest over a period of five income and earnings per share as required by SFAS No. 123 years. 50% will vest on the third anniversary and 25% will for options issued for the year ended December 31, 2001 vest on the following two anniversaries of the Grant Date. as if the Company had also accounted for these employee The total value of this special bonus was $5.2 million which stock options under the fair value method. The fair value for will be recognized in compensation expense over the vesting the options issued by the Company was estimated at the period. For the year ended December 31, 2005, 133,468 date of the grant using the following weighted-average Restricted Shares (net of forfeitures) were issued pursuant to assumptions resulting in: Weighted-average volatility Expected dividends Expected life (in years) Risk-free interest rate 2006 18.0% 3.6% 7.5 4.4% Years Ended December 31, 2005 18.0% 4.2% 7.5 4.0% 2004 18.0% 4.2% 7.5 4.0% Fair value at date of grant (per option) $3.03 $2.57 $2.17 A summary of option activity under all option arrangements as of December 31, 2006, and changes during the year then ended is presented below: Options Outstanding at January 1, 2006 Granted Exercised Forfeited or Expired Outstanding at December 31, 2006 Exercisable at December 31, 2006 Shares 477,242 80,630 (7,500) — 550,372 491,239 Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (dollars in thousands) $ 8.08 21.04 5.75 — $10.01 $ 8.89 — — — — 4.9 4.4 — — — — $ 8,260 $ 7,923 Acadia Realty Trust 2006 Annual Report 74 Notes to Consolidated Financial Statements continued The weighted average grant date fair value of options Purchase Plan. Associated compensation expense of $0.02 granted during the years 2006, 2005 and 2004 was $3.03, million was recorded in each year. $2.57 and $2.17, respectively. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004 was $0.1 million, $0.6 million and $12.9 million, respectively. In August of 2004, the Company adopted a Deferral and Distribution Election pursuant to the 1999 Share Incentive Plan and 2003 Share Incentive Plan, whereby the participants elected to defer receipt of 190,487 Common Shares (“Share A summary of the status of the Entity’s nonvested Restricted Units”) that would otherwise be issued upon the exercise of Shares as of December 31, 2006 and changes during the certain options. The payment of the option exercise price was year ended December 31, 2006, is presented below: made by tendering Common Shares that the participants Restricted Shares (in thousands) Weighted Grant-Date Fair Value owned for at least six months prior to the option exercise date. The Share Units are equivalent to a Common Share on a one-for-one basis and carry a dividend equivalent right $ 12.90 equal to the dividend rate for the Company’s Common Shares. Nonvested Shares Nonvested at January 1, 2006 Granted Vested Forfeited 283 388 (121) — 20.46 20.28 — Nonvested at December 31, 2006 550 $ 17.27 As of December 31, 2006, there was $7.0 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 3.6 years. The total fair value of shares vested during the years ended December 31, 2006, 2005 and 2004, was $2.5 million, $1.0 million and $0.5 million, respectively. Note 13i Employee Stock Purchase and Deferred Share Plan In 2003, the Company adopted the Acadia Realty Trust Employee Stock Purchase Plan (the “Purchase Plan”), which The deferral period is determined by each of the participants and generally terminates after the cessation of the partici- pants’ continuous service with the Company, as defined in the agreement. In December 2004, optionees exercised 346,000 options pursuant to the Deferred Share Election and tendered 155,513 Common Shares in consideration of the option exer- cise price. In 2004 the Company issued 155,513 Common Shares to optionees and 190,487 Share Units. During 2006 and 2005 there were no additional Share Units contributed to the plan. Note 14i Employee 401(k) Plan The Company maintains a 401(k) plan for employees under which the Company currently matches 50% of a plan partic- ipant’s contribution up to 6% of the employee’s annual salary. A plan participant may contribute up to a maximum of 15% of their compensation but not in excess of $0.02 million for the year ended December 31, 2006. The Company contributed $0.2 million, $0.1 million and $0.1 million for the allows eligible employees of the Company to purchase Com- years ended December 31, 2006, 2005 and 2004, respec- mon Shares through payroll deductions. The Purchase Plan tively. provides for employees to purchase Common Shares on a quarterly basis at a 15% discount to the closing price of the Note 15i Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. The amount of the payroll deductions will not exceed a percentage of the participant’s annual compensation that the Committee estab- lishes from time to time, and a participant may not purchase more than 1,000 Common Shares per quarter. Compensation Dividends and Distributions Payable On December 4, 2006, the Company declared a cash divi- dend for the quarter ended December 31, 2006 of $0.20 per Common Share. The dividend was paid on January 15, 2007 to shareholders of record as of December 29, 2006. expense will be recognized by the Company to the extent of the above discount to the average closing price of the Com- Note 16i mon Shares with respect to the applicable quarter. During 2006, 2005 and 2004, 5,307, 6,412 and 6,397 Common Federal Income Taxes The Company has elected to qualify as a REIT in accordance Shares, respectively, were purchased by Employees under the with the Internal Revenue Code (the “Code”) and intends 75 Acadia Realty Trust 2006 Annual Report at all times to qualify as a REIT under Sections 856 through regular corporate rates (including any applicable alternative 860 of the Internal Revenue Code of 1986, as amended. minimum tax) and may not be able to qualify as a REIT for To qualify as a REIT, the Company must meet a number of the four subsequent taxable years. Even though the Company organizational and operational requirements, including a qualifies for taxation as a REIT, the Company is subject to requirement that it currently distribute at least 90% of its certain state and local taxes on its income and property and annual REIT taxable income to its shareholders. As a REIT, the Federal income and excise taxes on any undistributed taxable Company generally will not be subject to corporate Federal income. In addition, taxable income from non-REIT activities income tax, provided that distributions to its shareholders managed through the Company’s TRS are subject to Federal, equal at least the amount of its REIT taxable income as defined state and local income taxes. under the Code. As the Company distributed sufficient tax- able income for the years ended December 31, 2006, 2005 and 2004, no U.S. Federal income or excise taxes were incurred. If the Company fails to qualify as a REIT in any tax- able year, it will be subject to Federal income taxes at the The primary difference between the GAAP and tax reported amounts of the Company’s assets and liabilities are a higher GAAP basis in its real estate properties. This is primarily the result of assets acquired as a result of property contributions in exchange for OP Units. Reconciliation between GAAP Net Income and Federal Taxable Income The following unaudited table reconciles GAAP net income to taxable income for the years ended December 31, 2006, 2005 and 2004: (dollars in thousands) GAAP net Income Less: GAAP net (loss) income of TRS GAAP net income from REIT operations (1) Book/tax difference in depreciation and amortization Book/tax difference on exercise of options to purchase Common Shares Book/tax difference on capital transactions (2) Other book/tax differences, net REIT taxable income before dividends paid deduction 2006 (Estimated) $39,013 (405) 39,418 5,472 (224) (20,974) 2,492 $26,184 2005 (Actual) $20,626 1,349 19,277 2,817 (405) (465) (2,065) $19,159 2004 (Actual) $19,585 — 19,585 3,438 (8,970) (1,354) 1,953 $14,652 (1) All adjustments to GAAP net income from REIT operations are net of amounts attributable to minority interest and TRS. (2) Principally the result of the deferral of gain on sale of properties pursuant to Code Section 1031 Like-Kind Exchanges Characterization of Distributions: The Company has determined that the cash distributed to combined TRS (loss) income and (benefit) provision for income taxes for the years ended December 31, 2006 and 2005 are the shareholders is characterized as follows for Federal summarized as follows: income tax purposes: Years Ended December 31, (dollars in thousands) 2006 2005 2004 TRS (loss) income before Ordinary income 100% Section 1250 gain Return of capital — — 95% 3% 2% 59% 32% 9% 100% 100% 100% Taxable REIT Subsidiaries (“TRS”) Income taxes have been provided for using the asset and liability method as required by SFAS No. 109. The Company’s income taxes Benefit (provision) for income taxes: Federal State and local 2006 (Estimated) 2005 (Actual) $(296) $ 3,458 590 111 (1,601) (508) TRS net income $ 405 $ 1,349 The income tax benefit (provision) differs from the amount computed by applying the statutory federal income tax rate to taxable (loss) income before income taxes as follows: Acadia Realty Trust 2006 Annual Report 76 Notes to Consolidated Financial Statements continued 2006 2005 Derivative Financial Instruments: SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted, establishes $100 $ (1,210) accounting and reporting standards for derivative instruments, (dollars in thousands) Federal benefit (provision) at statutory tax rate State and local taxes, net of federal benefit Tax effect of: Valuation allowance against deferred tax liability asset Utilization of loss and deduction carry forwards Change in estimate 15 (330) — (208) — 586 115 — REIT State, Local and Franchise taxes (193) (507) Total benefit (provision) for income taxes $508 $ (2,140) Note 17i Financial Instruments Fair Value of Financial Instruments: SFAS No. 107, “Disclosures about Fair Value of Financial Instruments” requires disclosure on the fair value of financial instruments. Certain of the Company’s assets and liabilities are considered financial instruments. Fair value estimates, methods and assumptions are set forth below. Cash and Cash Equivalents, Restricted Cash, Cash in Escrow, Rents Receivable, Notes Receivable, Prepaid Expenses, Other Assets, Accounts Payable and Accrued Expenses, Dividends and Distributions Payable, Due to Related Parties and Other Liabilities. The carrying amount of these assets and liabilities approximates fair value due to the short-term nature of such accounts. Derivative Instruments — The fair value of these instruments is based upon the estimated amounts the Company would receive or pay to terminate the contracts as of December 31, 2006 and 2005 and is determined using interest rate market pricing models. Mortgage Notes Payable and Notes Payable — As of December 31, 2006 and 2005, the Company has determined the estimated fair value of its mortgage notes payable, includ- ing those relating to discontinued operations, are $439.1 million and $422.1 million, respectively, by discounting future cash payments utilizing a discount rate equivalent to the rate at which similar mortgage notes payable would be originated under conditions then existing. 77 Acadia Realty Trust 2006 Annual Report including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS No. 133, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a parti- cular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings. As of December 31, 2006 and 2005, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative purposes and cur- rently does not have any derivatives that are not designated as hedges. The following table summarizes the notional values and fair values of the Company’s derivative financial instruments as of December 31, 2006. The notional value does not repre- sent exposure to credit, interest rate or market risks: Hedge Type (dollars in thousands) Current Interest Rate Swaps Notional Value Rate Forward Start Date Interest Maturity Fair Value LIBOR Swap LIBOR Swap $ 4,627 11,375 4.71% 4.90% N/A N/A 01/01/10 10/01/11 Interest rate swap receivable $16,002 Forward-Starting Interest Rate Swaps $ 27 33 60 LIBOR Swap 8,434 5.14% 06/01/07 03/01/12 (72) Interest rate swap liability $ 8,434 Interest Rate Caps LIBOR Cap Net Interest rate swap liability $30,000 6.00% N/A 04/01/08 2 $ (10) Derivative instruments are reported at fair value as reflected gains and losses are reported in accumulated other compre- above. The fair value of the derivative instruments is included hensive income. Over time, the unrealized gains and losses in Other Assets in the Consolidated Balance Sheets as of held in accumulated other comprehensive income will be December 31, 2006. As of December 31, 2005, the deriva- reclassified to earnings. This reclassification occurs over the tive instruments were reported at fair value as a derivative same time period in which the hedged items affect earnings. instrument asset of $0.8 million and derivative instrument At December 31, 2006, approximately $0.4 million is expected liability of $0.2 million. As of December 31, 2006 and 2005, to be reclassified to earnings. unrealized losses totaling $0.2 and $0.01 million, respectively, represented the fair value of the aforementioned derivatives, Note 18i of which $(0.2) million and $(0.01) million, respectively, were reflected in accumulated other comprehensive loss. Earnings Per Common Share Basic earnings per share was determined by dividing the The Company’s interest rate hedges are designated as cash applicable net income to common shareholders for the year flow hedges and hedge the future cash outflows on mort- by the weighted average number of Common Shares out- gage debt. Interest rate swaps that convert variable payments standing during each year consistent with SFAS No. 128. to fixed payments, such as those held by the Company, as Diluted earnings per share reflects the potential dilution that well as interest rate caps, floors, collars, and forwards are could occur if securities or other contracts to issue Common cash flow hedges. The unrealized gains and losses in the fair Shares were exercised or converted into Common Shares or value of these hedges are reported on the balance sheet with resulted in the issuance of Common Shares that then shared a corresponding adjustment to either accumulated other in the earnings of the Company. The following table sets comprehensive income or earnings depending on the type forth the computation of basic and diluted earnings per share of hedging relationship. For cash flow hedges, offsetting from continuing operations for the periods indicated: Acadia Realty Trust 2006 Annual Report 78 Notes to Consolidated Financial Statements continued Years Ended December 31, 2006 2005 2004 (dollars in thousands, except per share amounts) Numerator: Income from continuing operations — basic earnings per share $15,794 $19,643 $11,458 Effect of dilutive securities: Preferred OP Unit distributions 254 — — Numerator for diluted earnings per share $16,048 $19,643 $11,458 Denominator: Weighted average shares — basic earnings per share 32,502 31,949 29,341 Effect of dilutive securities: Employee stock options Convertible Preferred OP Units Dilutive potential Common Shares 314 337 651 265 — 265 571 — 571 Denominator for diluted earnings per share 33,153 32,214 29,912 Basic earnings per share from continuing operations Diluted earnings per share from continuing operations $ $ 0.49 0.48 $ $ 0.62 0.61 $ $ 0.39 0.38 The weighted average shares used in the computation of one-for-one basis. The income allocable to such units is allo- basic earnings per share include unvested restricted shares cated on this same basis and reflected as minority interest in (Note 12) and Share Units (Note 13) that are entitled to the accompanying consolidated financial statements. As such, receive dividend equivalent payments. The effect of the con- the assumed conversion of these units would have no net version of Common OP Units is not reflected in the above impact on the determination of diluted earnings per share. table as they are exchangeable for Common Shares on a 79 Acadia Realty Trust 2006 Annual Report Note 19i Summary of Quarterly Financial Information (unaudited) The quarterly results of operations of the Company for the years ended December 31, 2006 and 2005 are as follows: March 31 June 30 September 30 December 31 Total For Year 2006 (dollars in thousands, except per share amount) Revenue Income from continuing operations Income from discontinued operations Net income Net income per Common Share — basic: $ 25,646 $ 3,803 $ 550 $ 4,353 $23,944 $ 4,338 $ 510 $ 4,848 $ 26,116 $ 3,748 $ 374 $ 4,122 $26,987 $ 3,905 $21,785 $25,690 Income from continuing operations $ 0.12 $ 0.14 $ 0.12 $ 0.12 Income from discontinued operations 0.01 0.01 0.01 0.67 Net income $ 0.13 $ 0.15 $ 0.13 $ 0.79 Net income per Common Share — diluted: Income from continuing operations $ 0.12 $ 0.14 $ 0.12 $ 0.12 Income from discontinued operations Net income Cash dividends declared per Common Share Weighted average Common Shares outstanding: 0.01 $ 0.13 $ 0.185 0.01 $ 0.15 $ 0.185 0.01 $ 0.13 $ 0.185 0.65 0.77 0.20 $ $ $102,693 $ 15,794 $ 23,219 $ 39,013 $ $ $ $ $ 0.49 0.71 1.20 0.48 0.70 1.18 0.755 Basic Diluted 32,468,204 32,509,360 32,513,398 32,514,803 32,501,602 32,766,119 32,810,794 32,836,473 33,186,718 33,152,996 Revenue Income from continuing operations Income (loss) from discontinued operations Net income Net income per Common Share — basic: 2005 March 31 $ 23,776 $ 4,013 $ 432 $ 4,445 June 30 September 30 December 31 Total For Year $24,298 $ 4,485 $ (140) $ 4,345 $ 27,818 $ 6,714 $ 511 $ 7,225 $24,914 $ 4,431 $ 180 $ 4,611 $100,806 $ 19,643 $ 983 $ 20,626 Income from continuing operations $ 0.13 $ 0.14 $ 0.21 $ 0.14 Income from discontinued operations 0.01 0.00 0.02 0.00 Net income $ 0.14 $ 0.14 $ 0.23 $ 0.14 Net income per Common Share — diluted: Income from continuing operations $ 0.13 $ 0.14 $ 0.20 $ 0.14 $ $ $ $ 0.62 0.03 0.65 0.61 0.03 0.64 Income from discontinued operations Net income Cash dividends declared per Common Share Weighted average Common Shares outstanding: 0.01 $ 0.14 $ 0.1725 0.00 $ 0.14 $0.1725 0.02 0.00 $ 0.22 $ 0.14 $ 0.1725 $ 0.185 $ 0.7025 Basic Diluted 31,867,185 31,898,644 32,008,982 32,017,316 31,948,610 32,139,833 32,144,529 32,706,201 32,293,926 32,214,231 Acadia Realty Trust 2006 Annual Report 80 Notes to Consolidated Financial Statements continued Note 20i Commitments and Contingencies Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the cost of removal or remediation of certain haz- ardous or toxic substances disposed, stored, generated, released, manufactured or discharged from, on, at, under, or in a property. As such, the Company may be potentially liable for costs associated with any potential environmental remedi- ation at any of its formerly or currently owned properties. The Company conducts Phase I environmental reviews with respect to properties it acquires. These reviews include an investigation for the presence of asbestos, underground storage tanks and polychlorinated biphenyls (PCBs). Although such reviews are intended to evaluate the environmental condition of the subject property as well as surrounding be no assurance that any such non-compliance, liability, claim or expenditure will not arise in the future. For the year ended December 31, 2004, the Company accrued a reserve for $0.7 million related to flood damage incurred at one of its properties. Under the terms of the Company’s insurance policy, a maximum deductible of approxi- mately $0.7 million would apply in the event the flood dam- age was the direct result of a “named” storm. During the first quarter of 2005, the Company reduced the reserve by $0.5 million due to the settlement of the insurance claim. The Company is involved in various matters of litigation aris- ing in the normal course of business. While the Company is unable to predict with certainty the amounts involved, the Company’s management and counsel are of the opinion that, when such litigation is resolved, the Company’s resulting lia- bility, if any, will not have a significant effect on the Company’s consolidated financial position or results of operations. properties, there can be no assurance that the review con- ducted by the Company will be adequate to identify environ- Note 21i mental or other problems that may exist. Where a Phase II assessment is so recommended, a Phase II assessment was Subsequent Events In February 2007, Klaff converted 3,800 Series B Preferred conducted to further determine the extent of possible envi- Units into 296,412 Common OP Units and ultimately into ronmental contamination. In all instances where a Phase I or Common Shares. II assessment has resulted in specific recommendations for remedial actions, the Company has either taken or sched- uled the recommended remedial action. To mitigate unknown risks, the Company has obtained environmental insurance for most of its properties, which covers only unknown environ- mental risks. The Company believes that it is in compliance in all material respects with all federal, state and local ordinances and reg- ulations regarding hazardous or toxic substances. Management is not aware of any environmental liability that it believes would have a material adverse impact on the Company’s financial position or results of operations. Management is unaware of any instances in which the Company would incur significant environmental costs if any or all properties were sold, disposed of or abandoned. However, there can On January 8, 2007, the Initial Purchasers exercised their option pursuant to the Purchase Agreement to purchase an additional $15.0 million aggregate principal amount of the Notes. The net proceeds from the sale of the additional Notes, after deducting the Initial Purchasers’ discount and estimated offering expenses, were approximately $14.7 million. On February 26, 2007 the Company, through its RCP Ven- ture, received a cash distribution totaling approximately $42.5 million from its ownership position in Albertsons. The Operating Partnership’s share of this distribution amounted to approximately $8.5 million. The distribution resulted from cash proceeds obtained by Albertsons in connection with its disposition of certain operating stores and a refinancing of the remaining assets held in the entity. 81 Acadia Realty Trust 2006 Annual Report Schedule III: Real Estate and Accumulated Depreciation December 31, 2006 Description Shopping Centers Crescent Plaza Brockton, MA New Loudon Center Latham, NY Ledgewood Mall Ledgewood, NJ Mark Plaza Edwardsville, PA Blackman Plaza Wilkes-Barre, PA Plaza 422 Lebanon, PA Route 6 Mall Honesdale, PA Bartow Avenue Bronx, NY Amboy Road Shopping Center Staten Island, NY Abington Towne Center Abington, PA Bloomfield Town Square Bloomfield Hills, MI Walnut Hill Plaza Woonsocket, RI Elmwood Park Plaza Elmwood Park, NJ Merrillville Plaza Hobart, IN Marketplace of Absecon Absecon, NJ Clark Diversey Chicago, IL Boonton Boonton, NJ Chestnut Hill Philadelphia, PA Third Avenue Bronx, NY Liberty Avenue Queens, NY Tarrytown Centre Tarrytown, NY Mark Plaza Edwardsville, PA Acadia Realty L.P. Acadia K-H, LLC Acadia Sterling Heights Sterling Heights, MI Encum- brances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition Land Buildings and Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) $17,600 $1,147 $ 7,425 $ 823 $ 1,147 $8,248 $9,395 $ 4,612 1984 (a) 14,940 21,524 505 619 4,161 10,839 505 15,000 15,505 8,594 1982 (a) 5,434 33,199 619 38,633 39,252 27,003 1983 (a) — — — — — — — — — 4,268 4,690 — 8,958 8,958 5,942 1968 (c) 120 190 — — 1,599 3,004 720 120 190 1,599 1,719 637 1968 (c) 3,724 3,914 2,826 1972 (c) — 12,695 1,664 11,031 12,695 4,613 1995 (c) 1,691 5,803 330 1,691 6,133 7,824 380 2002 (c) — 11,909 1,435 — 13,344 13,344 496 2005 (a) 799 3,197 1,994 799 5,191 5,990 1,420 1998 (a) 3,443 13,774 6,414 3,443 20,188 23,631 4,286 1998 (a) 23,500 3,122 12,488 1,242 3,122 13,730 16,852 3,339 1998 (a) 34,600 3,248 12,992 14,764 3,798 27,206 31,004 6,371 1998 (a) 12,665 4,288 17,152 1,473 4,288 18,625 22,913 4,270 1998 (a) — 2,573 10,294 2,465 2,577 12,755 15,332 2,863 1998 (a) 3,781 11,303 2,903 8,565 3,297 7,611 9,997 8,978 5,568 — 11,108 8,038 5,362 — — — — — — — 2,323 7,396 250 — — — — 1,455 50 (26) — — — — — — — — — — 11,303 2,903 14,206 71 2006 (a) 3,297 7,611 10,908 174 2006 (a) 8,978 5,568 14,546 11,108 8,038 19,146 — — — 69 48 — 2006 (a) 2006 (a) 2005 (a) 2,323 7,396 9,719 409 2004 (a) 250 — 250 — 1968 (a) — — — 1,455 1,455 1,169 50 (26) 50 (26) 25 (0) — — 2004 (a) Acadia Realty Trust 2006 Annual Report 82 Schedule III: Real Estate and Accumulated Depreciation continued December 31, 2006 Description Encum- brances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition Land Buildings and Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Shopping Centers, cont’d Acadia Haygood Virginia Beach, VA — — — — $ (103) 905 — — — — $ (103) $ (103) $ (1) 2004 (a) 905 — 905 — 2004 (a) 1,793 7,172 690 1,793 7,862 9,655 1,928 1998 (a) Pelham Manor Pelham, NY Hobson West Plaza Naperville, IL Village Commons/ Smithtown Shopping Center Smithtown, NY Town Line Plaza Rocky Hill, CT Branch Shopping Center Village of the Branch, NY The Methuen Shopping Center Methuen, MA Gateway Shopping Center Burlington, VT Mad River Station Dayton, OH Pacesetter Park Shopping Center Ramapo, NY 239 Greenwich Greenwich, CT Residential Properties Gate House, Holiday House, Tiger Village Columbia, MO Village Apartments Winston-Salem, NC Colony Apartments Columbia, MO Amherst Marketplace Sheffield Crossing Granville Center Kroger/Safeway Various 400 E. Fordham Road Bronx, NY 4650 Broadway/ Sherman Avenue New York, NY 216th Street New York, NY 161st Street Bronx, NY 9,925 3,229 12,917 1,229 3,229 14,146 17,375 3,580 1998 (a) — 878 3,510 7,176 907 10,657 11,564 6,562 1998 (a) 16,000 3,156 12,545 653 3,156 13,198 16,354 2,902 1998 (a) — 956 3,826 358 956 4,184 5,140 801 1998 (a) 20,500 1,273 5,091 11,536 1,273 16,627 17,900 2,478 1999 (a) — 2,350 9,404 546 2,350 9,950 12,300 2,040 1999 (a) 12,500 1,475 5,899 1,032 1,475 6,931 8,406 1,507 1999 (a) 15,672 1,817 15,846 502 1,817 16,348 18,165 3,172 1999 (c) 10,459 2,312 9,247 3,474 2,312 12,721 15,033 3,635 1998 (a) — 3,429 13,716 2,919 3,429 16,635 20,064 4,378 1998 (a) 5,229 1,118 4,470 1,654 1,118 6,124 7,242 1,767 1998 (a) 4,526 6,744 2,939 1,534 2,049 2,186 6,144 7,557 8,744 14,764 — 48,938 — 46 59 (48) 1,534 2,049 2,186 6,144 7,603 8,803 — 48,890 7,678 9,652 10,989 48,890 737 849 981 22,430 2002 (a) 2002 (a) 2002 (a) 2003 (a) 18,000 11,144 18,010 902 12,012 18,044 30,056 1,017 2004 (a) 19,000 25,267 6,423 7,313 — — — 25,267 (52) 7,261 — — 25,267 7,261 — — 2005 (a) 2005 (a) 30,000 16,679 28,410 181 16,679 28,591 45,270 1,008 2005 (a) 83 Acadia Realty Trust 2006 Annual Report December 31, 2006 Description Encum- brances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition Land Buildings and Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Shopping Centers, cont’d Oakbrook Oakbrook, IL Undeveloped land Properties under development — — — — $ 6,906 $ — — — — 17 — 26,670 — — — $ 6,923 $ 6,923 $ 683 2005 (a) — — 26,670 26,670 — — — 2005 (a) $345,215 $149,867 $373,145 $154,226 $152,930 $524,308 $677,238 $142,071 Notes: 1. Depreciation and investments in buildings and improvements reflected in the statements of income are calculated over the estimated useful life of the assets as follows: Buildings 30 to 40 years, improvements shorter of lease term or useful life. 2. The aggregate gross cost of property included above for Federal income tax purposes was $352.7 million as of December 31, 2006. 3. (a) Reconciliation of Real Estate Properties: The following table reconciles the real estate properties from January 1, 2004 to December 31, 2006: Years Ended December 31, 2006 2005 2004 (dollars in thousands) Balance at beginning of year Transfers (1) Other Improvements Reclassification of tenant improvement activities Property acquired Balance at end of year $ 710,106 (131,341) 28,698 — 69,775 $ 599,558 $ 541,892 — 12,700 — 97,848 — 6,909 845 49,912 $ 599,558 $ 677,238 $ 710,106 (1) Reflects the change in accounting for the Brandywine Portfolio following the recapitalization of the investment in January 2006 (Note 1). (b) Reconciliation of Accumulated Depreciation: The following table reconciles accumulated depreciation from January 1, 2004 to December 31, 2006: Years Ended December 31, 2006 2005 2004 (dollars in thousands) Balance at beginning of year $127,819 $106,924 Reclassification of tenant improvement activities — Depreciation related to real estate Balance at end of year 14,252 $142,071 — 20,895 $127,819 $ 86,337 660 19,927 $106,924 Acadia Realty Trust 2006 Annual Report 84 This page intentionally left blank. Trustees and Officers Shareholder Information Trustees Kenneth F. Bernstein President and Chief Executive Officer Douglas Crocker II Former Chief Executive Officer, Equity Residential Alan S. Forman Director of Investments Office Yale University Suzanne M. Hopgood President and Chief Executive Officer The Hopgood Group, LLC Lorrence T. Kellar Vice President of Retail Development, Continental Properties Wendy Luscombe President and CEO WKL Associates, Inc. Lee S. Wielansky (Lead Trustee) Chairman of the Board and Chief Executive Officer, Midland Development Group Inc. Senior Officers Kenneth F. Bernstein President and Chief Executive Officer Joel Braun Executive Vice President, Chief Investment Officer Joseph Hogan Sr. Vice President, Director of Construction Robert Masters, Esq. Sr. Vice President, General Counsel and Corporate Secretary Joseph M. Napolitano Sr. Vice President, Director of Operations Michael Nelsen Sr. Vice President, Chief Financial Officer Joseph Povinelli Sr. Vice President, Director of Leasing Robert Scholem Sr. Vice President, Director of Property Management Transfer Agent and Registrar American Stock Transfer Trust Company 59 Maiden Lane Plaza Level New York, NY 10038 Tel: 877.777.0800 website: www.amstock.com email: info@amstock.com Investor Relations Jon Grisham Vice President Chief Accounting Officer Tel: 914.288.8100 email: jgrisham@acadiarealty.com A copy of the Company’s annual report and Form 10-K filed with the Securities and Exchange Commission may be obtained without charge by contacting Investor Relations. Dividend Reinvestment Acadia Realty Trust offers a dividend reinvestment plan that enables its shareholders to automatically reinvest dividends as well as make voluntary cash payments toward the purchase of additional shares. To participate, contact Acadia Realty Trust’s dividend reinvestment agent at 800.937.5449 ext. 6820 or write to: American Stock Transfer & Trust Company Attn: Dividend Reinvestment Dept. 59 Maiden Lane Plaza Level New York, NY 10038 For further information contact Investor Relations. Corporate Headquarters Acadia Realty Trust 1311 Mamaroneck Avenue, Suite 260 White Plains, NY 10605 Tel: 914.288.8100 Internet Address Visit us online at www.acadiarealty.com for more information about Acadia Realty Trust and its real estate portfolio. The 2006 Annual Report is available online, as well as current news and quarterly financial and operational supplemen- tary information. Legal Counsel Paul, Hastings, Janofsky & Walker, LLP Park Avenue Tower 75 East 55th Street New York, NY 10022 Annual Meeting Acadia’s Board of Trustees has sched- uled the Annual Shareholders Meeting for Tuesday, May 15, 2007 at 10:00 AM, local time, to be held at the offices of Paul, Hastings, Janofsky & Walker, LLP, Park Avenue Tower, 75 East 55th Street, New York, NY 10022. The record date for determination of shareholders entitled to vote is March 30, 2007. Independent Auditors BDO Seidman, LLP 330 Madison Avenue New York, NY 10017 Stock Exchange NYSE: AKR The Company has filed the Section 302 certifications as an exhibit to its Form 10-K, and the Chief Executive Officer has provided the annual certification to the NYSE. 1311 Mamaroneck Avenue Suite 260 White Plains, NY 10605 Tel: 914.288.8100 E 

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