Acadia Realty Trust
Annual Report 2019

Plain-text annual report

2019 ANNUAL REPORT MELROSE COLLECTION, LOS ANGELES, CA Dear Fellow Shareholders: Most importantly, I hope this letter finds you and your loved ones well. As I write this letter: — The World Health Organization has declared coronavirus a global pandemic. — The virus has now reached all 50 states. — New York State is on “PAUSE,” with schools closed, Broadway theaters dark, and all non-essential gatherings of individuals of any size banned. — All residents of the state of California have been ordered to “stay at home.” — The Federal Reserve has slashed interest rates to zero. — Above all, the outlook remains unclear. In fact, the situation is rapidly evolving from one breaking news alert to the next. What does this mean for our retailers? At this point, there are more questions than answers: — Will coronavirus accelerate the separation of the “haves” and “have nots” among retailers? Probably. — Will retailers pause their expansion plans? A few days in, retailers are still pushing new deals forward but will likely hold off on making binding commitments until the outlook is more certain. — What will the impact be on grocery sales? Up. — Will toilet paper be restocked? Yes! We have plenty to be concerned about, but not this. As scary as this shock has been to our economy and our wellbeing, we will get through it. And, it is not too early to begin thinking about what retailing will look like at that time. Prior to this crisis, there were legitimate questions about the role of physical real estate in the retailing industry. Thankfully, during 2019, we were pleased to see some of these questions answered in the affirmative by: 1. Traditional retailers executing a multichannel strategy. Target, for example, continues to invest in its existing fleet and add new stores, both full-size and smaller. Target’s new stores are closer to home and are providing shoppers with the convenience of multiple fulfillment options. That is, buy online, ship to home; buy online, pickup in-store (“BOPIS”); or, just shop. Importantly, when Target can shift an online order from home delivery to in-store pickup, the retailer can eliminate 90% of the incremental cost! Thus, for those retailers focused on profitability (it should be all!), the store is the future and a key strategic advantage. 2. Traditional in-store-only retailers. T.J.Maxx, Ross Dress for Less and Trader Joe’s continue to thrive with limited e-commerce initiatives – another win for physical real estate. 3. Young, digitally-native brands. Many digitally-native retailers have come to understand the high cost of acquiring, and retaining, an online customer. Accordingly, many of these brands are now incorporating physical real estate into their growth plans and successfully opening mission-critical stores. To be clear: — These brands will occupy a fraction of the square footage of our legacy retailers. — They will not solve the reality that the U.S. is overretailed. — But, they do know how to energize a shopping corridor. — And, they know that a store is their best pathway to profitability. What does all this mean for Acadia? Although we didn’t anticipate this global pandemic, we knew that we were in the tenth year of economic growth; as such, we started preparing for an inevitable slowdown. As early as a few years ago: — We made sure we remained financially sound. A healthy balance sheet is a way of life for us. — We continued to add high-quality real estate in key gateway markets to our core portfolio. From one economic cycle to the next, we need to keep our company relevant to our retailers over the next 1, 5, 10, 20 years. — At a time when we could achieve historically-wide spreads between borrowing costs and acquisition cap rates, we pivoted away from new and riskier developments in favor of stable cash flow in our fund platform. At the end of the day, our goal is to protect and grow shareholder value and to deliver attractive risk- adjusted returns over any extended period. We are up to the task. 1. Balance sheet strength matters, again While many things have changed over the past several days, our balance sheet strength has not. — Our business model was never built on the use of significant leverage. With a debt to EBITDA ratio of 6.3x and a fixed-charge coverage ratio of 3.4x for the twelve months ended December 31, 2019, the portfolio (comprised of the core and pro rata share of our opportunity funds) is “refinanceable,” should the need arise. That said, — We don’t have any significant impending core debt maturities. — We have limited capital needs associated with development activities. Our core projects are nearing completion, and our limited fund pipeline is already pre-funded with the capital commitments on call. 2. Continuing to curate our core portfolio While it’s still too early to quantify the short-term impact of coronavirus on our core portfolio, we believe that the mission-critical locations that dominate our portfolio will remain valuable in the long term. Furthermore, considering other market forces at work, including: — the continued growth of e-commerce, — an oversupply of retail properties in the U.S., and — a further separation between the “haves” and “have nots” among retailers, we still believe our shift, over the past several years, to densely-populated, high barrier-to-entry markets will be the best way to create long-term shareholder value in our core portfolio. After nearly a decade of thoughtful growth, more than 70% of our core portfolio is now comprised of urban and street retail in New York, San Francisco, Chicago, Boston and Washington DC. The balance is comprised of suburban shopping centers with a necessity or discounter focus. Top tenants at our properties include several retailers providing essential goods to their communities, including Target (#1 in our tenant list), Walgreens (#2), Stop & Shop (#4), and Trader Joe’s (#10). Particularly during these turbulent times, we thank them for their service to our families and neighbors. Although coronavirus is top of mind, I want to highlight some important leasing progress that our team made last year in several of our key properties and corridors: First, at City Center, a 250k-sf Target-anchored property, in San Francisco, CA, you may recall that we recaptured a 55k-sf Best Buy in 2018 and executed a lease with Whole Foods for the entire space in January 2019. We still have to go through an important local approval process before the tenant will be cleared to proceed but, assuming we are successful, both the community and the property are sure to benefit from this addition. — Did you know — at times, there is a line to park your car and shop at the Trader Joe’s across the street? This neighborhood needs another good grocery store (especially now)! Next, what started with Warby Parker and Bonobos on Armitage Ave in Lincoln Park, Chicago, IL, has become a cluster of digitally-native brands, including Serena & Lily, allbirds, and Outdoor Voices. Including three buildings acquired during 2019, we now own 12 buildings on this three-block corridor. As a result of our concentrated ownership, we have been able to successfully curate the merchandise mix to create a vibrant shopping experience. In fact, during 2019, we executed leases with two more young brands –Parachute and Lively. We even have a waiting list. When a submarket is supply constrained and retailers can successfully operate, rents can grow – as they have on Armitage Ave. This is just one example of Acadia’s clustering and curation strategy. Another is Rush St & Walton St in the Gold Coast, Chicago, IL. During 2019, we executed a lease with Reformation on Walton St. We also successfully recaptured the Marc Jacobs beneath the Waldorf-Astoria and have already pre-leased approximately half the space to a luxury womenswear designer. On the acquisitions front, last year, we added approximately $190 million of core assets consistent with our long-term vision. In addition to the Armitage Ave properties previously discussed, this includes: — A six-property Greene St portfolio and 565 Broadway, in Soho, New York, NY. Soho has certainly been a rollercoaster ride, but (prior to the coronavirus outbreak) we were beginning to see green shoots. — A portfolio of five contiguous buildings on Melrose Pl in Los Angeles, CA. Pedestrian-friendly Melrose Pl, which boasts strong retailer sales volumes, is a natural extension of our street-retail strategy. 3. A contrarian play in our fund platform Turning to our fund platform, our funds have been pursuing a barbell strategy, acquiring both: ⎯ High-yield or other opportunistic investments; and ⎯ High-quality, value-add properties. Although we didn’t think things would take such a dramatic turn, a few years ago, we pivoted away from taking on new, somewhat riskier development projects in favor of acquiring more stable (but out-of-favor) shopping centers. During 2019, we completed approximately $320 million of acquisitions. Over the past few years, we’ve successfully aggregated an approximately $650 million portfolio of open-air suburban shopping centers on behalf of Fund V. We’ve done so at an unleveraged yield of approximately 8% (and at a substantial discount to replacement cost). With two-thirds leverage, at a blended interest rate of 3.7%, we are currently clipping a mid-teens yield on our invested equity. This 14-property portfolio has strong geographic diversity. Based on invested equity, 39% is in the Northeast, 26% is in the South, and 12% is in the Midwest. These are primarily non supermarket- anchored properties and top tenants include the TJX companies, Ross Dress for Less, Best Buy and Walmart. As previously discussed, cash flow stability is key to our strategy. To that point, we are pleased to report that these carefully-selected assets continue to perform consistent with our underwritten expectations. While these shopping centers remain out of favor for now, we believe that institutional capital will return driven by a demand for yield. In the meantime, we are enjoying the coupon. To date, we have allocated approximately 60% of Fund V’s capital commitments. This leaves us with approximately $600 million of dry powder, on a leveraged basis, available to deploy through the summer of 2021. Turning to existing investments, strong leasing velocity continues at City Point, our urban retail property in downtown Brooklyn. During 2019, we executed leases for more than 60k sf of space and, looking ahead, we have a healthy pipeline. Our 2019 activity included: — An expansion of Alamo Drafthouse, which is already one of the most-productive movie theaters per screen in the country. Alamo leased another 25k sf at City Point, which will enable it to respond to strong demand from moviegoers by doubling its screen count and adding a second kitchen. — During 2019, we also executed an 18k-sf lease with NYU Dental on the fourth and fifth floors. — And, on the ground floor, we were pleased to welcome Camp, a family experience store, and Casper, both now open. Since year end: — McNally Jackson, a long-standing, NYC-based independent bookstore, opened on City Point’s Prince St Passage, and — lululemon executed a lease for a 4k-sf shop. Overall, as it relates to this final lease-up, we have remained patient and selective, focused on merchandise mix and retailers’ ability to deliver strong sales volume at this successful project. After all, our concourse level is already delivering sales of approximately $100 million per year. 4. In conclusion… 2020 has brought with it a unique and unprecedented set of challenges for our economy and the real estate industry. And, we are still in the early innings of this crisis. I recognize that discussing last year’s trends and progress does little to explain the uncertainty and impact that our country and our industry is facing as a result of coronavirus. There is no doubt that several, if not all, of our retailers will face a severe shock. Hopefully, the longer-term impact will be much less severe. Nevertheless, we believe that we have built our company to withstand the unexpected. — We have a strong balance sheet. — We have a well-located and well-leased core portfolio. — And, we have an opportunistic fund platform that is disconnected from the public markets. Looking ahead, our healthy balance sheet and access to growth capital keeps us well-positioned to capitalize on new opportunities as they emerge. Most importantly, our team and our Board is cycle tested and prepared to handle volatility and recessions. This is going to take time, patience, capital, and persistence. It won’t be easy, and not everyone will be successful. Thankfully, given our strong portfolio, our access to capital, and our expertise, we are confident that we will weather this storm. Kenneth F. Bernstein President & CEO March 23, 2020 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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 For the transition period from to Commission File Number 1-12002 ACADIA REALTY TRUST (Exact name of registrant in its charter) Maryland (State or Other Jurisdiction of Incorporation or Organization) 23-2715194 (I.R.S. Employer Identification No.) 411 Theodore Fremd Avenue, Suite 300 Rye, NY 10580 (Address of principal executive offices) (914) 288-8100 (Registrant’s telephone number, including area code) Title of class of registered securities Trading symbol Name of exchange on which registered Common shares of beneficial interest, par value $0.001 per share AKR The New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 ☒ YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Emerging Growth Company ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐ Indicate by checkmark whether the registrant is 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 approximately $2,311.5 million, based on a price of $27.37 per share, the average sales price for the registrant’s common 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 February 12, 2020 was 82,127,330. DOCUMENTS INCORPORATED BY REFERENCE Part III – Portions of the registrant’s definitive proxy statement relating to its 2020 Annual Meeting of Shareholders presently scheduled to be held May 7, 2020 to be filed pursuant to Regulation 14A. ACADIA REALTY TRUST AND SUBSIDIARIES Item No. Description FORM 10-K INDEX 1. 1A. 1B. 2. 3. 4. 5. 6. 7. 7A. 8. 9. 9A. 9B. 10. 11. 12. 13. 14. 15. 16. PART I Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART II Market for Registrant’s Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities and Performance Graph Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions and Director Independence Principal Accounting Fees and Services PART IV Exhibits and Financial Statement Schedules Form 10-K Summary SIGNATURES Page 4 7 21 21 32 33 34 36 37 49 52 113 113 114 115 115 115 115 115 116 119 120 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K (the “Report”) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and as such may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking 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 headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report. These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference herein. SPECIAL NOTE REGARDING CERTAIN REFERENCES All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant referenced in Part II, Item 8. Financial Statements. 3 ITEM.1. BUSINESS. GENERAL PART I 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 the Trust and its consolidated subsidiaries. We are a fully integrated REIT focused on the ownership, acquisition, development and management of high-quality retail properties located primarily in high-barrier-to-entry, supply- constrained, densely-populated metropolitan areas in the United States. We currently own or have an ownership interest in these properties through our Core Portfolio (as defined below). We generate additional growth through our Funds (as defined below) in which we co-invest with high-quality institutional investors. All of our assets are held by, and all of our operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. As of December 31, 2019, the Trust controlled 95% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest (“Common OP Units” or “Preferred OP Units,” respectively, and collectively, “OP Units”) and employees who have been awarded restricted Common OP Units as long-term incentive compensation (“LTIP Units”). Limited partners holding Common OP and LTIP Units are generally entitled to exchange their units on a one-for-one basis for our common shares of beneficial interest of the Trust (“Common Shares”). This structure is referred to as an umbrella partnership REIT, or “UPREIT.” BUSINESS OBJECTIVES AND STRATEGIES Our primary business objective is to acquire and manage commercial retail properties that will provide cash for distributions to shareholders while also creating the potential for capital appreciation to enhance investor returns. We focus on the following fundamentals to achieve this objective: • Own and operate a portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas (“Core Portfolio”). Our goal is to create value through accretive development and re-tenanting activities within our existing portfolio and grow this platform through the acquisition of high-quality assets that have the long-term potential to outperform the asset class. • Generate additional growth through our Funds (as defined below) in which we co-invest with high-quality institutional investors. Our Fund strategy focuses on opportunistic yet disciplined acquisitions with high inherent opportunity for the creation of additional value, execution on this opportunity and the realization of value through the sale of these assets. In connection with this strategy, we focus on: o o o value-add investments in street retail properties, located in established and “next-generation” submarkets, with re-tenanting or repositioning opportunities, opportunistic acquisitions of well-located real estate anchored by distressed retailers, and other opportunistic acquisitions, which vary based on market conditions and may include high-yield acquisitions and purchases of distressed debt. Some of these investments historically have also included, and may in the future include, joint ventures with private equity investors for the purpose of making investments in operating retailers with significant embedded value in their real estate assets. • Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth. Investment Strategy — Generate External Growth through our Dual Platforms; Core Portfolio and Funds The requirements that acquisitions be accretive on a long-term basis based on our cost of capital, as well as increase the overall Core Portfolio quality and value, are key strategic considerations to the growth of our Core Portfolio. As such, we constantly evaluate the blended cost of equity and debt and adjust the amount of acquisition activity to align the level of investment activity with capital flows. Given the growing importance of technology and e-commerce, many of our retail tenants are appropriately focused on omni-channel sales and how to best utilize e-commerce initiatives to drive sales at their stores. In light of these initiatives, we have found retailers are becoming more selective as to the location, size and format of their next-generation stores and are focused on dense, high-traffic retail corridors, where they can 4 utilize smaller and more productive formats closer to their shopping population. Accordingly, our focus for Core Portfolio and Fund acquisitions is on those properties which we believe will not only remain relevant to our tenants, but become even more so in the future. In addition to our Core Portfolio investments in real estate assets, we have also capitalized on our expertise in the acquisition, development, leasing and management of retail real estate by establishing discretionary opportunity funds. Our Fund platform is an investment vehicle where the Operating Partnership invests, along with outside institutional investors, including, but not limited to, endowments, foundations, pension funds and investment management companies, in primarily opportunistic and value-add retail real estate. To date, we have launched five funds (“Funds”); Acadia Strategic Opportunity Fund, LP (“Fund I,” which was liquidated in 2015), Acadia Strategic Opportunity Fund II, LLC (“Fund II”), Acadia Strategic Opportunity Fund III LLC (“Fund III”), Acadia Strategic Opportunity Fund IV LLC (“Fund IV”) and Acadia Strategic Opportunity Fund V LLC (“Fund V,” and our “current fund”). Due to our level of control, we consolidate these Funds for financial reporting purposes. Fund I and Fund II have also included investments in operating companies through Acadia Mervyn Investors I, LLC (“Mervyns I”, which was liquidated in 2018), Acadia Mervyn Investors II, LLC (“Mervyns II”) and, in certain instances, directly through Fund II, all on a non-recourse basis. These investments comprise, and are referred to as, the Company's Retailer Controlled Property Venture (“RCP Venture”). The Operating Partnership is the sole general partner or managing member of the Funds and Mervyns I and II and earns priority distributions or fees for asset management, property management, construction, development, leasing and legal services. Cash flows from the Funds and the RCP Venture are distributed pro-rata to their respective partners and members (including the Operating Partnership) until each receives a certain cumulative return (“Preferred Return”), and the return of all capital contributions. Thereafter, remaining cash flows are distributed 20% to the Operating Partnership (“Promote”) and 80% to the partners or members (including the Operating Partnership). See Note 1 in the Notes to Consolidated Financial Statements, included in Item 8 of this Report (“Notes to Consolidated Financial Statements”), for a detailed discussion of the Funds. Capital Strategy — Balance Sheet Focus and Access to Capital Our primary capital objective is to maintain a strong and flexible balance sheet through conservative financial practices, including moderate use of leverage within our Core Portfolio, while ensuring access to sufficient capital to fund future growth. We intend to continue financing acquisitions and property development with sources of capital determined by management to be the most appropriate based on, among other factors, availability in the current capital markets, 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 including the issuance of OP Units. We manage our interest rate risk through the use of fixed-rate debt and, where we use variable-rate debt, through the use of certain derivative instruments, including London Interbank Offered Rate (“LIBOR”) swap agreements and interest rate caps as discussed further in Item 7A of this Report. During 2018, the Company revised its share repurchase program. The new share repurchase program authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program may be discontinued or extended at any time. The Company repurchased 2,294,235 shares for $55.1 million, inclusive of $0.1 million of fees, during the year ended December 31, 2018. The Company did not repurchase any shares during the years ended December 31, 2019 or 2017. As of December 31, 2019, management may repurchase up to approximately $145.0 million of the Company’s outstanding Common Shares under this program. We launched an at-the-market (“ATM”) equity issuance program in 2012 which provides us an efficient and low-cost vehicle for raising public equity to fund our capital needs. Through this program, we have been able to effectively “match-fund” a portion of the required equity for our Core Portfolio and Fund acquisitions through the issuance of Common Shares over extended periods employing a price averaging strategy. In addition, from time to time, we have issued and intend to continue to issue equity in follow-on offerings separate from our ATM program. Net proceeds raised through our ATM program and follow-on offerings are primarily used for acquisitions, both for our Core Portfolio and our pro- rata share of Fund acquisitions and for other general corporate purposes. During 2019, we issued 5,164,055 Common Shares through our ATM program with gross proceeds of $147.7 million. See Note 10 for further details. No such issuances were made during 2018 or 2017. Operating Strategy — Experienced Management Team with Proven Track Record Our senior management team has decades of experience in the real estate industry. We have capitalized on our expertise in the acquisition, development, leasing and management of retail real estate by creating value through property development, re-tenanting and establishing joint ventures, such as the Funds, in which we earn, in addition to a return on our equity interest, Promotes, priority distributions and fees. Operating functions such as leasing, property management, construction, finance and legal (collectively, the “Operating Departments”) are generally provided by our personnel, providing for a vertically integrated operating platform. By incorporating the Operating Departments in the acquisition process, the Company believes that its acquisitions are appropriately evaluated giving effect to each asset’s specific risks and returns. 5 INVESTING ACTIVITIES See Item 2. Properties for a description of the properties in our Core and Fund portfolios. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed discussion of our consolidated and unconsolidated acquisitions. Core Portfolio Our Core Portfolio consists primarily of high-quality street retail and urban assets, as well as suburban properties located in high-barrier-to- entry, densely-populated trade areas. As we typically hold our Core Portfolio properties for long-term investment, we review the portfolio and implement programs to renovate and re-tenant targeted properties to enhance their market position. This in turn is expected to strengthen the competitive position of the leasing program to attract and retain quality tenants, increasing cash flow, and consequently, property values. From time to time, we also identify certain properties for disposition and redeploy the capital for acquisitions and for the repositioning of existing properties with greater potential for capital appreciation. We also make investments in first mortgages and other notes receivable collateralized by real estate, (“Structured Finance Program”) either directly or through entities having an ownership interest therein. Acquisitions During 2019, we invested in one unconsolidated leasehold interest and one unconsolidated property (Note 4), acquired nine consolidated properties (Note 2) and invested in one leasehold interest (Note 11) in our Core portfolio for a total of $185.9 million. Dispositions During 2019, we sold our Pacesetter Park shopping center for $22.6 million (Note 2). Structured Financing Investments During 2019, we provided seller financing on our sale of Pacesetter Park shopping center in the amount of $13.5 million within our Structured Financing segment and advanced $4.3 million on an existing loan. As of December 31, 2019, we had $76.5 million invested in this program. See Note 3, for a detailed discussion of our Structured Finance Program. Funds Acquisitions Fund IV – During 2019, Fund IV acquired a consolidated leasehold interest in New York City for $10.5 million (Note 11). Fund V – During 2019, Fund V invested in four unconsolidated properties (Note 4) and three consolidated properties (Note 2) for an aggregate purchase price of $318.0 million. Dispositions Fund III – During 2019, Fund III sold two consolidated properties for a total of $38.2 million. Fund IV – During 2019, Fund IV sold two consolidated properties and three residential condominium units for an aggregate of $48.6 million. Structured Financing Investments Fund IV – During 2019, Fund IV received repayment of a $15.3 million Structured Financing investment (Note 3). Development and Redevelopment Activities As part of our investing strategy, we invest in real estate assets that may require significant development. In addition, certain assets may require redevelopment to meet the demand of changing markets. As of December 31, 2019, there were five Fund development projects, and one Core development project and four Core redevelopment projects. During the year ended December 31, 2019, the Company placed one consolidated Core property into service, placed one consolidated Core property into development, placed one consolidated Core property into redevelopment and placed two consolidated Fund properties into development. See Item 2. Properties—Development Activities and Note 2. 6 INFLATION Our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our net income. Such provisions include escalation clauses, which generally increase rental rates during the terms of the leases, and to a lesser extent, clauses enabling us to receive percentage rents based on tenants’ gross sales, which generally increase as prices rise. 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 ten 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 maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. ENVIRONMENTAL LAWS For information relating to environmental laws that may have an impact on our business, please see “Item 1A. Risk Factors — We are exposed to possible liability relating to environmental matters.” COMPETITION There are numerous entities that compete with us in seeking properties for acquisition and tenants that will lease space in our properties. Our competitors include other REITs, financial institutions, insurance companies, pension funds, private companies and individuals. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses) and the design and condition of the improvements. CORPORATE HEADQUARTERS AND EMPLOYEES Our executive office is located at 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, and our telephone number is (914) 288- 8100. As of December 31, 2019, we had 118 employees, of which 92 were located at our executive office and 26 were located at regional property management offices. None of our employees are covered by collective bargaining agreements. Management believes that its relationship with employees is good. COMPANY WEBSITE All of our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K, quarterly 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 at no cost 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 at no cost upon request. If you wish to receive a copy of the Form 10-K, you may contact Jason Blacksberg, Corporate Secretary, at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, NY 10580. You may also call (914) 288-8100 to request a copy of the Form 10-K. Information included or referred to on our website is not incorporated by reference in or otherwise a part of this Form 10-K. CODE OF ETHICS AND WHISTLEBLOWER POLICIES Our board of trustees (the “Board of Trustees”), adopted a Code of Business Conduct and Ethics applicable to all employees, as well as a “Whistleblower Policy.” Copies of these documents are available in the Investor Information section of our website. We will disclose future amendments to, or waivers from (with respect to our senior executive financial officers), our Code of Ethics in the Investor Information section of our website within four business days following the date of such amendment or waiver. ITEM 1A. RISK FACTORS. Set forth below are the risk factors that we believe are material to our investors. You should carefully consider these risk factors, together with all of the other information included in this Report, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The occurrence of any of the following risks could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders. In such case, the trading price of our Common Shares could decline, and you may lose all or a significant part of your investment. This section includes or refers to certain forward-looking statements. See “Special Note Regarding Forward-Looking Statements” in this Report. The following risk factors are not exhaustive. Other sections of this Report may include additional factors that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our 7 shareholders. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. Investors should also refer to our quarterly reports on Form 10-Q and current reports on Form 8-K for future periods for material updates to these risk factors. RISKS RELATED TO OUR BUSINESS AND OUR PROPERTIES There are risks relating to investments in real estate that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders. Real property investments are subject to multiple risks. 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), the quality and philosophy of management, competition from other available space, and the ability to provide adequate maintenance and insurance and to control variable operating costs. Retail properties, in particular, may be affected by changing perceptions of retailers or shoppers regarding the convenience and attractiveness of the property and by the overall climate for the retail industry. 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 we were unable to rent our vacant space to viable tenants on economically favorable terms or at all. In the event of default by a tenant, we may experience delays in enforcing, as well as incur substantial costs to enforce, our rights as a landlord. In addition, certain significant expenditures associated with each equity investment (such as mortgage payments, real estate taxes and maintenance costs) are generally not reduced even though there may be a reduction in income from the investment. We rely on revenues derived from tenants, in particular our key tenants, and a decrease in those revenues could adversely affect our ability to make distributions to our shareholders. Revenue from our properties depends primarily on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis. We derive significant revenues from a concentration of 20 key tenants which occupy space at more than one property and collectively account for approximately 37.8% of our consolidated revenue. We could be adversely affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, any of our key tenants, or in the event that any such tenant does not renew its leases as they expire or renews such leases at lower rental rates. See “Item 2. Properties—Major Tenants” in this Report for quantified information with respect to the percentage of our minimum rents received from major tenants. Anchor tenants and co-tenancy are crucial to the success of retail properties and vacated anchor space directly and indirectly affects our rental revenues. Certain of our properties are supported by “anchor” tenants. Anchor tenants pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property. Vacated anchor space not only directly reduces rental revenues, but, if not re-tenanted with a tenant with comparable consumer attraction, could adversely affect the rest of the property primarily through the loss of customer drawing power. This can also occur through the exercise of the right that most anchors have, to vacate and prevent re-tenanting by paying rent for the balance of the lease term (“going dark”), such as the case of the departure of a “shadow” anchor tenant that is owned by another landlord. In addition, in the event that certain anchor tenants cease to occupy a property, such an action results in a significant number of other tenants having the contractual right to terminate their leases, or pay a reduced rent based on a percentage of the tenant's sales, at the affected property, which could adversely affect the future income from such property, also known as “co-tenancy.” Although it may not directly reduce our rental revenues, and there are no contractual co-tenancy conditions, vacant retail space adjacent to, or even on the same block as our street and urban properties may similarly affect shopper traffic and re-tenanting activities at our properties. See “Item 2. Properties—Major Tenants” in this Report. The bankruptcy of, or a downturn in the business of, any of our major tenants or a significant number of our smaller tenants may adversely affect our financial condition, cash flows, results of operations 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 to 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 a shopping center. Historically and from time to time, certain of our tenants experienced financial difficulties and filed for bankruptcy protection, typically under Chapter 11 of the United States Bankruptcy Code (“Chapter 11 Bankruptcy”). Pursuant to bankruptcy law, tenants have the right to reject some or all of their leases. In the event a tenant exercises this right, the landlord generally has the right to file a claim for lost rent equal to the greater of either one year's rent (including 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 8 subject to the tenant's final bankruptcy plan and the availability of funds to pay its creditors. There can be no assurance that our major tenants will not declare bankruptcy, in which case we may be unable to recoup past and future rent in full, and to re-lease a terminated or rejected space on comparable terms or at all. We may not be able to renew current leases or 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 revenues. 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 Report for additional information regarding the scheduled lease expirations in our portfolio. Our business is significantly influenced by demand for retail space generally, and a decrease in such demand may have a greater adverse effect on our business than if we owned a more diversified real estate portfolio. A decrease in the demand for retail space, may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies and bankruptcy incidence, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, and increasing consumer purchases through the Internet. To the extent that any of these conditions occur, they are likely to negatively affect market rents for retail space and could adversely affect our financial condition, cash flows, results of operations, the trading price of our Common Shares and our ability to satisfy our debt service obligations and to pay distributions to our shareholders. E-commerce can have an impact on our business because it may cause a downturn in the business of our current tenants and affect future leases. The use of the Internet by retail consumers continues to gain in popularity and the migration toward e-commerce is expected to continue. The increase in Internet sales could result in a downturn in the business of our current tenants in their “brick and mortar” locations, adversely impacting their ability to satisfy their rent obligations, and could affect the way future tenants lease space. While we devote considerable effort and resources to analyze and respond to tenant trends, preferences and consumer spending patterns, we cannot predict with certainty what future tenants will want, what future retail spaces will look like and how much revenue will be generated at traditional “bricks and mortar” locations. If we are unable to anticipate and respond promptly to trends in the market because of the illiquid nature of real estate (See the Risk Factor entitled, “Our ability to change our portfolio is limited because real estate investments are illiquid” below), our occupancy levels and financial results could suffer. The economic environment may cause us to lose tenants and may impair our ability to borrow money to purchase properties, refinance existing debt or finance our current development projects. Our operations and performance depend on general economic conditions, including consumer health. The U.S. economy has historically experienced financial downturns from time to time, including a decline in consumer spending, credit tightening and high unemployment. 9 While we currently believe we have adequate sources of liquidity, there can be no assurance that, in the event of a financial downturn, we will be able to obtain secured or unsecured loan facilities to meet our needs, including to purchase additional properties, to complete current development projects, or to successfully refinance our properties as loans become due. To the extent that the availability of credit is limited, it would also adversely impact our notes receivable as counterparties may not be able to obtain the financing required to repay the loans upon maturity. Certain sectors of the U. S. economy are still experiencing weakness. Over the past several years, this structural weakness has resulted in periods of high unemployment, the bankruptcy or weakened financial condition of a number of retailers, decreased consumer spending, increased home foreclosures, low consumer confidence, and reduced demand and rental rates for certain retail space. There can be no assurance that the recovery will continue. General economic factors that are beyond our control, including, but not limited to, economic recessions, decreases in consumer confidence, reductions in consumer credit availability, increasing consumer debt levels, rising energy costs, higher tax rates, continued business layoffs, downsizing and industry slowdowns, and/or rising inflation, could have a negative impact on the business of our retail tenants. In turn, this could have a material adverse effect on our business because current or prospective tenants may, among other things, (i) have difficulty paying their rent obligations as they struggle to sell goods and services to consumers, (ii) be unwilling to enter into or renew leases with us on favorable terms or at all, (iii) seek to terminate their existing leases with us or request rental concessions on such leases, or (iv) be forced to curtail operations or declare bankruptcy. Political and economic uncertainty could have an adverse effect on our business. We cannot predict how current political and economic uncertainty will affect our critical tenants, joint venture partners, lenders, financial institutions and general economic conditions, including the health and confidence of the consumer and the volatility of the stock market. Political and economic uncertainty poses a risk to us in that it may cause consumers to postpone discretionary spending in response to tighter credit, reduced consumer confidence and other macroeconomic factors affecting consumer spending behavior, resulting in a downturn in the business of our tenants. In the event current political and economic uncertainty results in financial turmoil affecting the banking system and financial markets generally or significant financial service institution failures, there could be a new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency and equity markets. Each of these factors could adversely affect our financial condition, cash flows and results of operations. Inflation may adversely affect our financial condition, cash flows and results of operations. Increased inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses, which could be lower than the increase in inflation at any given time. It may also limit our ability to recover all of our operating expenses. Inflation could also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents, and in some cases, our percentage rents, where applicable. In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses. Many of our real estate costs are fixed, even if income from our properties decreases, which would cause a decrease in net income. Our financial results depend primarily on leasing space at our properties to tenants on terms favorable to us. Costs associated with real estate investment, such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property. As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to fully lease our properties on favorable terms. Additionally, properties that we develop or redevelop may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such projects until they are fully occupied. 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 is limited, which could adversely affect our financial condition, cash flows, and ability to satisfy our debt service obligations and to make distributions to our shareholders. In addition, the Code contains restrictions on a REITs ability to dispose of properties that are not applicable to other types of real estate companies. Our Board of Trustees may establish investment criteria or limitations as it deems appropriate, but it 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. As discussed under the heading “Our Board of Trustees may change our investment policy without shareholder approval” below, we could change our investment, disposition and financing policies and objectives without a vote of our shareholders, but such change may be delayed or more difficult to implement due to the illiquidity of real estate. 10 If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders. In addition, increases or changes in interest rates could cause our borrowing costs to rise and may limit our ability to refinance debt. Although we have historically used moderate levels of leverage, we have incurred, and expect to continue to incur, indebtedness to support our activities. As of December 31, 2019, our outstanding indebtedness was $1,717.9 million, of which $314.6 million was variable rate indebtedness. None of our Declaration of Trust, our bylaws or any policy statement formally adopted by our Board of Trustees limits either the total amount of indebtedness or the specified percentage of indebtedness that we may incur. Accordingly, we could become more highly leveraged, resulting in increased debt service requirements and a higher risk of default on our debt obligations. This in turn, could adversely affect our financial condition, cash flows and ability to make distributions to our shareholders. Although approximately 81.7% of our outstanding debt has fixed or effectively fixed interest rates, we also borrow funds at variable interest rates. Variable rate debt exposes us to changes in interest rates, which could cause our borrowing costs to rise and may limit our ability to refinance debt. Interest expense on our variable rate debt as of December 31, 2019 would increase by $7.5 million annually for a 100-basis- point increase in interest rates. This exposure would increase if we seek additional variable rate financing based on pricing and other commercial and financial terms. We enter into interest rate hedging transactions, including interest rate swap and cap agreements, with counterparties, generally, the same lenders who made the loan in question. There can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under these agreements. In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee ("ARRC"), which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified. The Company has contracts indexed to LIBOR and is monitoring and evaluating the risks related to potential discontinuation of LIBOR, including transitioning contracts to a new alternative rate and any resulting value transfer that may occur. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. Competition may adversely affect our ability to purchase properties and to attract and retain tenants. There are numerous commercial developers, real estate companies, financial institutions and other investors with greater financial resources than we have that compete with us in seeking properties for acquisition and tenants who will lease space in our properties. Our competitors include other REITs, financial institutions, private funds, insurance companies, pension funds, private companies, family offices, sovereign wealth funds and individuals. This competition may result in a higher cost for properties than we wish to pay. In addition, retailers at our properties (both in our Core Portfolio and in the portfolios of the Funds) face increasing competition from outlet malls, discount shopping clubs, e-commerce, direct mail and telemarketing, which could (i) reduce rents payable to us and (ii) reduce our ability to attract and retain tenants at our properties leading to increased vacancy rates at our properties. We could be adversely affected by conditions in the markets where our properties are geographically concentrated. Our performance depends on the economic conditions in markets where our properties are geographically concentrated. We have significant exposure to the greater New York and Chicago metropolitan regions, from which we derive 36.2% and 27.6% of the annual base rents within our Core Portfolio, respectively, and 21.0% and 3.5% of annual base rents within our Funds, respectively. Our operating results could be adversely affected if market conditions, such as an oversupply of space or a reduction in demand for real estate, occur in these areas. We have pursued, and may in the future continue to pursue extensive growth opportunities, including investing in new markets, which may result in significant demands on our operational, administrative and financial resources. We are pursuing extensive growth opportunities, some of which have been, and in the future may be, in locations in which we have not historically invested. This expansion places significant demands on our operational, administrative and financial resources. The continued 11 growth of our real estate portfolio can be expected to continue to place a significant strain on our resources. Our future performance will depend in part on our ability to successfully attract and retain qualified management personnel to manage the growth and operations of our business. In addition, the 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 the newly acquired properties. Our inability to raise capital for new Funds or to carry out our growth strategy could adversely affect our financial condition, cash flows and results of operations. Our earnings growth strategy is based on the acquisition and development of additional properties, including acquisitions of core properties through our Operating Partnership and our high return investment programs through our Fund platform. 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 finding new properties, obtaining necessary entitlements, negotiating with new or existing tenants or securing acceptable financing. Acquisitions of additional properties entail the risk that investments will fail to perform in accordance with expectations, including operating and leasing expectations. In the context of our business plan, “development” generally means an expansion or renovation of an existing property. Development is subject to numerous risks, including risks of construction delays, cost overruns or uncontrollable events that may increase project costs, new project commencement risks such as the receipt of zoning, occupancy and other required governmental approvals and permits, and incurring development costs in connection with projects that are not pursued to completion. Historically, a component of our growth strategy has been through private-equity type investments made through our RCP Venture, which have included investments in operating retailers. The inability of such retailers to operate profitably would have an adverse impact on income realized from these investments. 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 human capital issues, adequate supply of product and material, and merchandising issues. Furthermore, if we were unable to obtain sufficient investor capital commitments in order to initiate future Funds, this would adversely impact our current growth strategy would be adversely impacted. Because the Operating Partnership is the sole general partner or managing member of our Funds and earns promote distributions or fees for asset management, property management, construction, development, leasing and legal services, such a situation would also adversely impact the amount or ability to earn such promotes or fees. Our development and construction activities could affect our operating results. We intend to continue the selective development and construction of retail properties (see “Item 1. Business —Investing Activities–Funds– Development Activities”). As opportunities arise, we may delay construction until sufficient pre-leasing is reached and financing is in place. Our development and construction activities include the risk that: • • • • • • we may abandon development opportunities after expending resources to determine feasibility; construction costs of a project may exceed our original estimates; occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; financing for development of a property may not be available to us on favorable terms; we may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs, including labor and material costs; and we may not be able to obtain, or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations. In addition, the entitlement and development of real estate entails extensive approval processes, sometimes involving multiple regulatory jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies. Compliance with these and other regulations and standards is time intensive and costly and may require additional long range infrastructure review and approvals which can add to project cost. In addition, development of properties containing delineated wetlands may require one or more permits from the U.S. federal government and/or state and local governmental agencies. Any of these issues can materially affect the cost, timing and economic viability of our development and redevelopment projects. At times, we may also be required to use unionized construction workers or to pay the prevailing wage in a jurisdiction to unionized workers, which could increase projects costs and the risk of a strike, thereby affecting construction timelines. 12 Additionally, the time frame required for development, construction and lease-up of these properties means that we may not realize a significant cash return for several years. If any of the above events occur, the development of properties may hinder our growth and could have an adverse effect on our financial condition, cash flows and results of operations. In addition, new development activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management. Developments and acquisitions may fail to perform as expected which could adversely affect our results of operations. Our investment strategy includes the development and acquisition of retail properties in supply constrained markets in densely populated areas with high average household incomes and significant barriers to entry. The acquisition of such properties is highly competitive. Additionally, the development and acquisition of such properties entails risks that include the following, any of which could adversely affect our financial condition, cash flows, results of operations, and our ability to meet our debt obligations and make distributions to shareholders: The property may fail to achieve the returns we have projected, either temporarily or for extended periods; • • We may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify; • We may not be able to integrate an acquisition into our existing operations successfully; • Properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project or within the time frames we project which may result in the properties' failure to achieve the returns we projected; Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost. • • We operate through a partnership structure, which could have an adverse effect on our ability to manage our assets. Our primary property-owning vehicle is the Operating Partnership, 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 unrealized gains attributable to the differences 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 contributed such properties. Although we, as the general partner of the Operating Partnership, generally have no obligation to consider the tax consequences of our actions to any limited partner, we own several properties subject to material contractual restrictions for varying periods of time designed to minimize the adverse tax consequences to the limited partners who contributed such properties. Such restrictions may result in significantly reduced flexibility to manage some of our assets. We currently have an exclusive obligation to seek investments for our Funds, which may prevent us from making acquisitions directly. Under the terms of the organizational documents of our Funds, our primary goal is to seek investments for the Funds, subject to certain exceptions. We may only pursue opportunities to acquire retail properties directly through the Operating Partnership if (i) the ownership of the acquisition opportunity by the Funds would create a material conflict of interest for us; (ii) we require the acquisition opportunity for a “like- kind” exchange; (iii) the consideration payable for the acquisition opportunity is our Common Shares, OP Units or other securities or (iv) the investment is outside the parameters of our investment goals for the Funds (which, in general, seek more opportunistic level returns). As a result, we may not be able to make attractive acquisitions directly and instead may only receive a minority interest in such acquisitions through the Funds. Our joint venture investments carry additional risks not present in our direct investments. Partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, and that our partner or co-venturer may take action contrary to our instructions, requests, policies or objectives, including with respect to maintaining our qualification as a REIT. Actions by, or disputes with, joint venture partners might result in subjecting properties owned by the joint venture to additional risks. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither we nor a joint venture partner may have full control over the joint venture. Also, there is no limitation under our organizational documents as to the amount of our funds that may be invested in joint ventures. Additionally, our partners or co-venturers may engage in malfeasance in spite of our efforts to perform a high level of due diligence on them, which may jeopardize an investment and/or subject us to reputational risk. Such acts may or may not be covered by insurance. 13 Any disputes that may arise between joint venture partners and us may result in potentially costly litigation or arbitration that would prevent our officers and/or trustees from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party joint venture partners. Historically, Fund I, Mervyns I and Fund III have provided Promote income. There can be no assurance that our joint ventures will continue to operate profitably and thus provide additional Promote income in the future. These factors could limit the return that we receive from such investments or cause our cash flows to be lower than our estimates. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. Our structured financing portfolio is subject to specific risks relating to the structure and terms of the instruments and the underlying collateral. We invest in notes receivables and preferred equity investments that are collateralized by the underlying real estate, a direct interest or the borrower’s ownership interest in the entities that own the properties and/or by the borrower’s personal guarantee. The underlying assets are sometimes subordinate in payment and collateral to more senior loans. The ability of a borrower or entity to make payments on these investments may be subject to the senior lender and/or the performance of the underlying real estate. In the event of a default by the borrower or entity on its senior loan, our investment will only be satisfied after the senior loan and we may not be able to recover the full value of the investment. In the event of a bankruptcy of an entity in which we have a preferred equity interest, or in which the borrower has pledged its interest, the assets of the entity may not be sufficient to satisfy our investment. Our real estate assets may be subject to impairment charges. We periodically assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future undiscounted property cash flows are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as trends and prospects and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is taken. Market factors could have an adverse effect on our share price and our ability to access the public equity markets. The market price of our Common Shares may fluctuate significantly in response to many factors, including: • • • • • • • • • • • • • • actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity; changes in our earnings estimates or those of analysts; changes in our dividend policy; impairment charges affecting the carrying value of one or more of our Properties or other assets; publication of research reports about us, the retail industry or the real estate industry generally; increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields; changes in market valuations of similar companies; adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future; additions or departures of key management personnel; actions by institutional security holders; proposed or adopted regulatory or legislative changes or developments; speculation in the press or investment community; the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and general market and economic conditions. Many of the factors listed above are beyond our control. Those factors may cause the market price of our Common Shares to decline significantly, regardless of our financial performance, condition and prospects. We may not provide any assurance that the market price of our Common Shares will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all. A decline in our share price, as a result of this or other market factors, could unfavorably impact our ability to raise additional equity in the public markets. 14 RISKS RELATED TO STRUCTURE AND MANAGEMENT The loss of key management members could have an adverse effect on our business, financial condition and results of operations. Our success depends on the contribution of key management members. The loss of the services of Kenneth F. Bernstein, President and Chief Executive Officer, or other key executive-level employees could have a material adverse effect on our business, financial condition and results of operations. Management continues to strengthen our team and we have CEO succession planning in place, but there can be no assurance that such planning will be capable of implementation or that our efforts will be successful. We have obtained key-man life insurance for Mr. Bernstein. In addition, we have entered into an employment agreement with Mr. Bernstein and into severance agreements with other senior executives; however, Mr. Bernstein and such executives may terminate their employment with us at will. Our Board of Trustees may change our investment policy or objectives without shareholder approval. Our Board of Trustees may determine to change our investment and financing policies or objectives, our growth strategy and our debt, capitalization, 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, the results of decisions made by our Board of Trustees as implemented by management may or may not serve the interests of all of our shareholders and could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders. Distribution requirements imposed by law limit our operating flexibility. To maintain our status as a REIT for Federal income tax purposes, we are generally required to distribute to our shareholders at least 90% of our taxable income for each calendar 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 on our undistributed income. In addition, we will incur a 4% 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 gain net income for that year; and (iii) 100% of our undistributed 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 minimize exposure to Federal income and excise taxes. Differences in timing between the receipt of income and the payment of expenses in determining our income as well as required debt amortization payments and the capitalization of certain expenses 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. The distribution requirements also severely limit our ability to retain earnings to acquire and improve properties or retire outstanding debt. Concentration of ownership by certain investors. As of December 31, 2019, five institutional shareholders own 5% or more individually, and 54.5% in the aggregate, of our Common Shares. While this ownership concentration does not jeopardize our qualification as a REIT (due to certain “look-through provisions”), a significant concentration of ownership may allow an investor or a group of investors 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. Restrictions on a potential change of control could prevent changes that would be beneficial to our shareholders. Our Board of Trustees is authorized by our Declaration of Trust to establish and issue one or more series of preferred shares of beneficial interest without shareholder approval. We have not established any series of preferred shares other than the Series A and Series C Preferred OP Units in the Operating Partnership. However, the establishment and issuance of a class or series of preferred shares could make a change of control of us that could be in the best interests of the shareholders more difficult. In addition, we have entered into an employment agreement with our Chief Executive Officer and severance agreements with certain of our executives, 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), such executive officers would be entitled to certain termination or severance payments made by us (which may include a lump sum payment equal to defined percentages of annual salary and prior years' average bonuses, paid in accordance with the terms and conditions of the respective agreement), which could deter a change of control of us that could be in the best interests of our shareholders generally. 15 Certain provisions of Maryland law may limit the ability of a third party to acquire control of our Company. Under the provisions of the Maryland General Corporation Law (the “MGCL”) applicable to REITs, certain business combinations, including certain mergers, consolidations, share exchanges and asset transfers and certain issuances and reclassifications of equity securities, between a Maryland REIT and any person who beneficially owns 10% or more of the voting power of the REIT's outstanding voting shares or an affiliate or an associate, as defined in the MGCL, of the REIT who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding shares of beneficial interest of the REIT (an “interested shareholder”) or an affiliate of the interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. After that five-year period, any such business combination must be recommended by the board of trustees of the REIT and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest of the REIT and (ii) two-thirds of the votes entitled to be cast by holders of voting shares of the REIT other than shares held by the interested shareholder with whom, or with whose affiliate, the business combination is to be effected or held by an affiliate or associate of the interested shareholder, unless, among other conditions, the REIT's common shareholders receive a minimum price, as defined in the MGCL, for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its common shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the REIT before the interested shareholder becomes an interested shareholder, and a person is not an interested shareholder if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder. In approving a transaction, our Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board. We have not elected to opt out of the business combination statute. The MGCL also provides that holders of “control shares” of a Maryland REIT (defined as voting shares that, when aggregated with all other shares owned by the acquirer or in respect of which the acquirer is entitled to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the affirmative vote of holders of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by officers or by employees who are also trustees of the REIT. Our Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of beneficial interest. Our Bylaws can be amended by our Board of Trustees by majority vote, and there can be no assurance that this provision will not be amended or eliminated at any time in the future. Additionally, Title 3, Subtitle 8 of the MGCL permits our Board of Trustees, without shareholder approval and regardless of what is currently provided in our Declaration of Trust or Bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our Company that might involve a premium to the market price of our Common Shares or otherwise be in the best interests of our shareholders. We are subject to some of these provisions (for example, a two-thirds vote requirement for removing a trustee) by provisions of our Declaration of Trust and Bylaws unrelated to Subtitle 8. However, pursuant to the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on November 9, 2017, which are referenced in Part IV Item 15 hereto, the Board of Trustees approved a resolution to opt out of Section 3-803 of Subtitle 8 of Title 3 of the MGCL that allows the Board, without shareholder approval, to elect to classify into three classes with staggered three-year terms. The Articles Supplementary prohibit the Company, without the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees, from classifying the Board under Subtitle 8. Becoming subject to, or the potential to become subject to, these provisions of the MGCL could inhibit, delay or prevent a transaction or a change of control of our Company that might involve a premium price for our shareholders or otherwise be in our or their best interests. In addition, the provisions of our Declaration of Trust on removal of trustees and the provisions of our Bylaws regarding advance notice of shareholder nominations of trustees and other business proposals and restricting shareholder action outside of a shareholders meeting unless such action is taken by unanimous written consent could have a similar effect. Our rights and shareholders' rights to take action against trustees and officers are limited, which could limit recourse in the event of actions not in the best interests of shareholders. As permitted by Maryland law, our Declaration of Trust eliminates the liability of our trustees and officers to the Company and its shareholders for money damages, except for liability resulting from: • • actual receipt of an improper benefit or profit in money, property or services; or a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated. 16 In addition, our Declaration of Trust authorizes, and our Bylaws obligate, us to indemnify each present or former trustee or officer, to the maximum extent permitted by Maryland law, who is made a party to any proceeding because of his or her service to our Company in those or certain other capacities. As part of these indemnification obligations, we may be obligated to fund the defense costs incurred by our trustees and officers. Outages, computer viruses and similar events could disrupt our operations. We rely on information technology networks and systems, some of which are owned and operated by third parties, to process, transmit and store electronic information. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist or cyber-attacks and similar events. Despite the implementation of network security measures, our systems and those of third parties on which we rely may also be vulnerable to computer viruses and similar disruptions. If we or the third parties on whom we rely are unable to prevent such outages and breaches, our operations could be disrupted. Increased Information Technology (“IT”) security threats and more sophisticated computer crime could pose a risk to our systems, networks and services. Cyber incidents can result from deliberate attacks or unintentional events. There have been an increased number of significant cyber-attacks targeted at the retail, insurance, financial and banking industries that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks on websites. Cyber-attacks by third parties or insiders utilize techniques that range from highly sophisticated efforts to electronically circumvent network security or overwhelm a website to more traditional intelligence gathering and social engineering aimed at obtaining information necessary to gain access. Increased global IT security threats are more sophisticated and targeted computer crimes pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. The open nature of interconnected technologies may allow for a network or Web outage or a privacy breach that reveals sensitive data or transmission of harmful/malicious code to business partners and clients. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. Cyber-attacks may result in substantial financial and reputational cost, including but are not limited to: Compromising of confidential information; • • Manipulation and destruction of data; • • • Loss of trade secrets; System downtimes and operational disruptions; Remediation costs that may include liability for stolen assets or information and repairing system damage, as well as incentives offered to customers, tenants or other business partners in an effort to maintain the business relationships; Loss of revenues resulting from unauthorized use of proprietary information; Cost to deploy additional protection strategies, training employees and engaging third party experts and consultants; Reputational damage adversely affecting investor and tenant confidence; and Costly litigation. • • • • While we attempt to mitigate these risks by employing a number of measures, including a dedicated IT team, employee training and background checks, maintenance of backup systems, utilization of third-party service providers to provide redundancy over multiple locations, and comprehensive monitoring of our networks and systems along with purchasing cyber security insurance coverage, our systems, networks and services remain potentially vulnerable to advanced threats. If a third-party vendor fails to provide agreed upon services, we may suffer losses. We are dependent and rely on third party vendors, including Cloud providers, for redundancy of our network, system data, security and data integrity. If a vendor fails to provide services as agreed, suffers outages, business interruptions, financial difficulties or bankruptcy, we may experience service interruption, delays or loss of information. Cloud computing is dependent upon having access to an Internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. We conduct appropriate due diligence on all services providers and restrict access, use and disclosure of personal information. We engage vendors with formal written agreements clearly defining the roles of the parties specifying privacy and data security responsibilities. 17 Use of social media may adversely impact our reputation and business. There has been a significant increase in the use of social media platforms, including weblogs, social media websites and other forms of Internet-based communications, which allow individuals access to a broad audience, including our significant business constituents. The availability of information through these platforms is virtually immediate as is its impact and may be posted at any time without affording us an opportunity to redress or correct it timely. This information may be adverse to our interests, may be inaccurate and may harm our reputation, brand image, goodwill, performance, prospects or business. Furthermore, these platforms increase the risk of unauthorized disclosure of material non-public Company information. Climate change, natural disasters or health crises could adversely affect our properties and business. Some of our current or future properties could be subject to natural disasters and may be impacted by climate change. To the extent climate change causes adverse changes in weather patterns, rising sea levels or extreme temperatures, our properties in certain markets may be adversely affected. Specifically, properties located in coastal regions could be affected by any future increases in sea levels or in the frequency or severity of hurricanes and storms, whether caused by climate change or other factors. Additionally, we own properties in Southern California, which in recent years has experienced intense draught and wildfires and has had earthquake activity. Climate change could have a variety of direct or indirect adverse effects on our properties and business, including: • • • • • • • • • Property damage to our retail properties; Indirect financial and operational impacts from disruptions to the operations of major tenants located in our retail properties from severe weather, such as hurricanes, floods, wildfires or other natural disasters; Increased insurance premiums and deductibles, or a decrease in or unavailability of coverage, for properties in areas subject to severe weather, such as hurricanes, floods, wildfires or other natural disasters; Increased insurance claims and liabilities; Increases in energy costs impacting operational returns; Changes in the availability or quality of water or other natural resources on which the tenant's business depends; Decreased consumer demand for products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); Incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and Economic disruptions arising from the above. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or pay additional taxes and fees assessed on us or our properties. Although we strive to identify, analyze, and respond to the risk and opportunities that climate change presents, at this time there can be no assurance that climate change will have an adverse effect on us. Public health crises, pandemics and epidemics, such as those caused by new strains of viruses such as H5N1 (avian flu), severe acute respiratory syndrome (SARS) and, most recently, the novel coronavirus (COVID-19), are expected to increase as international travel continues to rise and could adversely impact our business by interrupting our tenants’ business, supply chains and transactional activities, disrupting travel, and negatively impacting local, national or global economies. We are exposed to possible liability relating to environmental matters. Under various Federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner of real property, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under our property, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property). These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances. This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property. The 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 adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, could reduce our revenues and affect our ability to make distributions. 18 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 toxic substances, or other contaminants that have or may have emanated from other properties. Although our tenants are primarily responsible for any environmental damages and claims related to the leased premises, in the event of 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 damages 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, we are currently not aware of any environmental condition with respect to any of our properties 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 environmental conditions at our properties or that the following will not expose us to material liability in the future: • • • • The discovery of previously unknown environmental conditions; Changes in law; Activities of tenants; and Activities relating to properties in the vicinity of our properties. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of our tenants, which could adversely affect our financial condition, cash flows and results of operations. Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition, cash flows and results of operations. We carry comprehensive general liability, all-risk property, extended coverage, loss of rent insurance, and environmental liability on our properties, with policy specifications and insured limits customarily carried for similar properties. However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we maintain a minimum of twelve months loss of rent insurance. In addition, there are certain types of losses, such as losses resulting from wars, terrorism or acts of God that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types could adversely affect our financial condition, cash flows and results of operations. Future terrorist attacks or civil unrest could harm the demand for, and the value of, our properties. Over the past several years, a number of highly publicized terrorist acts and shootings have occurred at domestic and international retail properties. Future terrorist attacks, civil unrest and other acts of terrorism or war could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected. A decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. These acts might erode business and consumer confidence and spending, and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, and limit our access to capital or increase our cost of raising capital. We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our Common Shares. We may from time to time be a defendant in lawsuits and regulatory proceedings relating to our business. Such litigation and proceedings may result in defense costs, settlements, fines or judgments against us, some of which may not be covered by insurance. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if exceeding insurance coverage, could adversely impact our financial condition, cash flows, results of operations and the trading price of our Common Shares. Additionally, certain proceedings or the resolution of certain proceedings may affect the availability or cost of some of our insurance coverage and expose us to increased risks that would be uninsured. See Item 3 included in this Report and notes to the financial statements of our quarterly reports, for pending litigation, if any. Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unplanned expenditures that could adversely affect our financial condition, cash flows and results of operations. All of our properties are required to comply with the Americans with Disabilities Act (the “ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with 19 disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with applicable ADA provisions, and are typically obligated to cover costs of compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result of the foregoing or if a tenant is not obligated to cover the cost of compliance, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect our financial condition, cash flows and results of operations. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could also adversely affect our financial condition, cash flows and results of operations. RISKS RELATED TO OUR REIT STATUS 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 consistently met the requirements for qualification 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 may be 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 regulations applicable to REITs differ significantly from those applicable to other entities. The determination of various factual matters and circumstances not entirely within our control can potentially affect our ability to continue to qualify as a REIT. In addition, no assurance can be given that future legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements for qualification as a REIT or adversely affect the Federal income tax consequences of such qualification. Under current law, if we fail to qualify as a REIT, we would not be allowed a deduction for dividends paid to shareholders in computing our net taxable income. In addition, our income would be subject to tax at the regular corporate rates. Also, we could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. Cash available for distribution to our shareholders would be significantly reduced for each year in which we do not qualify as a REIT. In that event, we would not be required to continue to make distributions. Although we currently intend to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause us, without the consent of our shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification. Legislative or regulatory tax changes could have an adverse effect on us. There are a number of issues associated with an investment in a REIT that are related to the Federal income tax laws, including, but not limited to, the consequences of our failing to continue to qualify as a REIT. At any time, the Federal income tax laws governing REITs or the administrative interpretations of those laws may be amended or modified. Any new laws or interpretations may take effect retroactively and could adversely affect us or our shareholders. On December 22, 2017, Pub. L. No. 115-97 (informally known as the Tax Cuts and Jobs Act (the “Act”)) was enacted into law. The Act made major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their shareholders. The long- term effect of the significant changes made by the Act remains uncertain, and additional administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the Act could have an adverse effect on use or our shareholders or holders of our debt securities. We may be required to borrow funds or sell assets to satisfy our REIT distribution requirements. Our cash flows may be insufficient to fund distributions required to maintain our qualification as a REIT as a result of differences in timing between the actual receipt of income and the recognition of income for U.S. Federal income tax purposes, or as a result of our inability to currently deduct certain expenditures that we must currently pay, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, any business interest expense that is disallowed under Section 163 (j) of the Code (unless we elect to be an “electing real property trade or business”), the creation of reserves or required amortization payments. If we do not have other funds available in these situations, we may need to borrow funds on a short-term basis or sell assets, even if the then- prevailing market conditions are not favorable for these borrowings or sales, in order to satisfy our REIT distribution requirements. Such actions could adversely affect our cash flow and results of operations. Dividends payable by REITs generally do not qualify for reduced tax rates. Certain qualified dividends paid by corporations to individuals, trusts and estates that are U.S. shareholders are taxed at capital gain rates, which are lower than ordinary income rates. Dividends of current and accumulated earnings and profits payable by REITs, however, are taxed at ordinary income rates as opposed to the capital gain rates. Pursuant to the Act, from 2018 through 2025, certain REIT shareholders will be permitted to deduct 20% of ordinary REIT dividends received. Dividends payable by REITs in excess of these earnings and profits generally are treated as a non-taxable reduction of the shareholders’ basis in the shares to the extent thereof and thereafter as taxable gain. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in 20 REITs, including us, to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which may negatively impact the trading prices of our securities. Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments. To qualify as a REIT, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our Common Shares. In order to meet these tests, we may be required to forego investments we might otherwise make and refrain from engaging in certain activities. Thus, compliance with the REIT requirements may hinder our performance. In addition, if we fail to comply with certain asset ownership tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments. We have limits on ownership of our shares of beneficial interest. For us to qualify as a REIT for Federal income tax purposes, among other requirements, not more than 50% of the value of our shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of each taxable year, and such shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a 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 shares of beneficial interest and ownership limits that are intended to assist us in satisfying these limitations, among other purposes. These restrictions and limits may not be adequate in all cases, however, to prevent the transfer of our shares of beneficial interest in violation of the ownership limitations. The ownership limits contained in our Declaration of Trust may have the effect of delaying, deferring or preventing a change of control of us. Actual or constructive ownership of our shares of beneficial interest in excess of the share ownership limits contained in our Declaration of Trust would cause the violative transfer or ownership to be null and void from the beginning and subject to purchase by us at a price equal to 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 ownership rules for these limits are complex and groups of related individuals or entities may be deemed a single owner and consequently in violation of the share ownership limits. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. Retail Properties The discussion and tables in this Item 2. include wholly-owned and partially-owned properties held through our Core Portfolio and our Funds. We define our Core Portfolio as those properties either 100% owned by, or partially owned through joint venture interests by the Operating Partnership or subsidiaries thereof, not including those properties owned through our Funds. As of December 31, 2019, there are 123 operating properties in our Core Portfolio totaling approximately 5.6 million square feet of gross leasable area (“GLA”) excluding four properties under redevelopment, one property in development and one pre-stabilized property. The Core Portfolio properties are located in 12 states and the District of Columbia and primarily consist of street retail and dense suburban shopping centers. These properties are diverse in size, ranging from approximately 1,000 to 800,000 square feet and as of December 31, 2019, were in total, excluding the properties that were pre-stabilized or under redevelopment, 93.4% occupied. As of December 31, 2019, we owned and operated 53 properties totaling approximately 7.5 million square feet of GLA in our Funds, excluding four properties under development. In addition to shopping centers, the Funds have invested in mixed-use properties, which generally include retail activities. The Fund properties are located in 17 states and the District of Columbia and, as of December 31, 2019, were in total, excluding the properties under development, 88.6% occupied. Within our Core Portfolio and Funds, we had approximately 1,100 retail leases as of December 31, 2019. A significant portion of our rental revenues were from national retailers and consist of rents received under long-term leases. These leases generally provide for the monthly payment of fixed minimum rent and the tenants' pro-rata share of the real estate taxes, insurance, utilities and common area maintenance of the shopping centers. An insignificant portion of our leases also provide for the payment of rent based on a percentage of a tenant's gross sales in 21 excess of a stipulated annual amount, either in addition to, or in place of, minimum rents. Minimum rents and expense reimbursements accounted for substantially all of our total revenues for the year ended December 31, 2019. Six of our Core Portfolio properties and three of our Fund properties are subject to long-term ground leases in which a third party owns and has leased the underlying land to us. We pay rent for the use of the land and are responsible for all costs and expenses associated with the building and improvements at all of these locations. No individual property contributed in excess of 10% of our total revenues for the years ended December 31, 2019, 2018 or 2017. See Note 7 in the Notes to Consolidated Financial Statements, for information on the mortgage debt pertaining to our properties. 22 The following table sets forth more specific information with respect to each of our Core properties at December 31, 2019: Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot Property (a) STREET AND URBAN RETAIL Chicago Metro 664 N. Michigan Avenue 840 N. Michigan Avenue Rush and Walton Streets Collection (6 properties) 651-671 West Diversey Clark Street and W. Diversey Collection (3 properties) Halsted and Armitage Collection (12 properties) Ann Taylor Loft Tommy Bahama, H & M, Verizon Wireless Lululemon, BHLDN, Reformation, Sprinkles Urban Outfitters Trader Joe's, Ann Taylor, Starbucks Serena and Lily, Bonobos, Allbirds Warby Parker, Marine Layer, Kiehl's North Lincoln Park Chicago Collection (6 properties) State and Washington 151 N. State Street North and Kingsbury Concord and Milwaukee California and Armitage Roosevelt Galleria Sullivan Center Carhartt Champion, Nordstrom Rack, Uniqlo Walgreens Old Navy, Pier 1 Imports — — Petco, Vitamin Shoppe Target, DSW New York Metro Soho Collection (10 properties) 5-7 East 17th Street 200 West 54th Street 61 Main Street 181 Main Street 4401 White Plains Road Bartow Avenue 239 Greenwich Avenue 252-256 Greenwich Avenue 2914 Third Avenue 868 Broadway 313-315 Bowery (b) 120 West Broadway Paper Source, Faherty, ALC Stone Island, Taft, Frame, Theory Union Park Events Stage Coach Tavern — TD Bank Walgreens — Betteridge Jewelers Madewell, Jack Wills, Blue Mercury Planet Fitness Dr. Martens John Varvatos, Patagonia HSBC Bank 2013 2014 2011 2012 2011 2011 2012 2011 2012 2019 2011 2014 2016 2016 2016 2016 2016 2015 2016 2011 2014 2019 2008 2007 2014 2012 2011 2005 1998 2014 2006 2013 2013 2013 100.0% 18,141 100.0% 100.0% $ 4,845,848 $ 267.12 88.4% 87,135 100.0% 100.0% 8,313,164 95.41 100.0% 40,210 81.4% 81.4% 5,209,839 159.23 100.0% 46,259 100.0% 100.0% 2,037,056 100.0% 23,531 50.1% 50.1% 697,459 100.0% 51,104 100.0% 100.0% 2,373,945 100.0% 49,921 46.8% 46.8% 822,286 100.0% 78,771 100.0% 100.0% 3,309,875 100.0% 27,385 100.0% 100.0% 1,430,000 100.0% 41,700 100.0% 100.0% 1,759,227 100.0% 13,105 100.0% 100.0% 425,203 100.0% 18,275 70.6% 70.6% 621,266 100.0% 37,995 47.7% 47.7% 604,179 100.0% 176,181 98.6% 98.6% 6,854,811 44.04 59.10 46.45 35.18 42.02 52.22 42.19 32.45 48.19 33.33 39.45 709,713 89.7% 90.8% $ 39,304,158 $ 61.77 100.0% 33,553 78.6% 89.9% 8,992,661 341.03 100.0% 11,467 100.0% 100.0% 1,300,014 113.37 100.0% 5,777 77.8% 77.8% 1,921,520 427.29 100.0% 3,470 —% 100.0% — 100.0% 11,350 100.0% 100.0% 968,387 100.0% 12,964 100.0% 100.0% 625,000 100.0% 14,590 66.6% 66.6% 324,007 75.0% 16,553 100.0% 100.0% 1,641,124 — 85.32 48.21 33.33 99.14 100.0% 7,986 100.0% 100.0% 1,350,370 169.09 100.0% 40,320 100.0% 100.0% 985,972 24.45 100.0% 2,031 100.0% 100.0% 790,705 389.32 100.0% 6,600 100.0% 100.0% 479,160 72.60 100.0% 13,838 79.8% 100.0% 1,971,384 178.59 23 Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot Property (a) 2520 Flatbush Avenue 991 Madison Avenue Shops at Grand Gotham Plaza San Francisco Metro 555 9th Street Los Angeles Metro Melrose Place Collection Capital One Bob's Disc. Furniture, Vera Wang, Gabriella Hearst Stop & Shop (Ahold) Bank of America, Footlocker Bed, Bath & Beyond, Nordstrom Rack The Row, Chloe, Oscar de la Renta District of Columbia Metro 1739-53 & 1801-03 Connecticut Avenue Rhode Island Place Shopping Center M Street and Wisconsin Corridor (26 Properties) (c) house, TD Bank Ruth Chris Steak- Ross Dress for Less Lululemon, Sephora, The Reformation Boston Metro 330-340 River Street 165 Newbury Street Whole Foods Starbucks Total Street and Urban Retail Acadia Share Total Street and Urban Retail SUBURBAN PROPERTIES New Jersey Marketplace of Absecon 60 Orange Street Rite Aid, Dollar Tree Home Depot New York Village Commons Shopping Center Branch Plaza Amboy Center LA Fitness — LA Fitness, The Fresh Market Stop & Shop (Ahold) LA Fitness 2014 2016 2014 2016 2016 2019 2012 2012 2011 2016 2019 2012 2016 1998 2012 1998 1998 2005 2007 100.0% 29,114 100.0% 100.0% 1,163,976 39.98 100.0% 7,513 100.0% 100.0% 3,046,736 405.53 100.0% 99,685 100.0% 100.0% 3,332,491 49.0% 25,927 58.6% 58.6% 1,067,395 342,738 91.1% 94.1% 29,960,902 100.0% 148,832 100.0% 100.0% 6,219,355 148,832 100.0% 100.0% 6,219,355 33.43 70.25 95.90 41.79 41.79 100.0% 14,000 100.0% 100.0% 2,365,606 168.97 14,000 100.0% 100.0% 2,365,606 168.97 100.0% 20,669 100.0% 100.0% 1,359,986 100.0% 57,667 89.1% 93.4% 1,605,057 24.9% 244,709 90.8% 94.2% 16,463,715 323,045 91.1% 94.4% 19,428,758 65.80 31.24 74.08 66.01 100.0% 54,226 100.0% 100.0% 1,243,517 22.93 100.0% 1,050 100.0% 100.0% 277,719 264.49 55,276 100.0% 100.0% 1,521,236 27.52 1,593,604 91.7% 93.5% $ 98,800,015 $ 67.62 1,382,320 92.1% 93.7% $ 84,810,177 $ 66.64 100.0% 104,556 84.1% 84.1% $ 1,372,830 $ 15.61 98.0% 101,715 100.0% 100.0% 730,000 7.18 100.0% 87,128 98.1% 98.1% 2,795,940 100.0% 123,345 94.2% 94.2% 3,176,630 100.0% 63,290 80.9% 89.9% 1,683,453 100.0% 55,000 100.0% 100.0% 1,485,287 32.72 27.34 32.89 27.01 24 Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot Crossroads Shopping Center New Loudon Center 28 Jericho Turnpike Bedford Green Connecticut Town Line Plaza (d) Massachusetts Methuen Shopping Center Crescent Plaza 201 Needham Street 163 Highland Avenue Vermont Smart, Kmart HomeGoods,Pet- Price Chopper, Marshalls Kohl's Shop Rite, CVS Wal-Mart, Stop & Shop (Ahold) Market Basket Wal-Mart, Home Depot, Shaw's (Supervalu) Michael's Staples, Petco The Gateway Shopping Center Shaw's (Supervalu) Illinois Hobson West Plaza Indiana Merrillville Plaza Michigan Bloomfield Town Square Garden Fresh Markets Jo-Ann Fabrics, TJ Maxx Best Buy, HomeGoods, TJ Maxx Delaware Town Center and Other (2 properties) Lowes, Bed Bath & Beyond, Target Market Square Shopping Center Trader Joe's, TJ Maxx — Naamans Road Pennsylvania Mark Plaza Plaza 422 Chestnut Hill Abington Towne Center (e) Kmart Home Depot — Target, TJ Maxx 1998 1993 2012 2014 1998 1998 1993 2014 2015 1999 1998 1998 1998 2003 2003 2006 1993 1993 2006 1998 49.0% 311,904 91.8% 91.8% 7,089,909 100.0% 255,673 100.0% 100.0% 2,188,447 100.0% 96,363 100.0% 100.0% 1,815,000 100.0% 90,589 83.0% 83.0% 2,476,876 24.77 8.56 18.84 32.95 100.0% 206,346 98.7% 98.7% 1,827,704 16.99 100.0% 130,021 100.0% 100.0% 1,360,858 100.0% 218,148 90.9% 90.9% 1,905,550 100.0% 20,409 100.0% 100.0% 646,965 100.0% 40,505 100.0% 100.0% 1,311,747 10.47 9.60 31.70 32.38 100.0% 101,474 98.4% 100.0% 2,147,052 21.50 100.0% 98,950 83.3% 96.4% 830,409 10.07 100.0% 236,087 90.0% 90.5% 3,168,339 14.91 100.0% 235,022 96.4% 96.4% 3,745,862 16.53 65.1% 800,018 91.3% 91.3% 12,642,074 100.0% 102,047 97.4% 97.4% 3,022,011 100.0% 19,850 30.1% 30.1% 433,785 100.0% 106,856 100.0% 100.0% 244,279 100.0% 156,279 100.0% 100.0% 894,880 100.0% 37,646 100.0% 100.0% 988,897 100.0% 216,871 100.0% 100.0% 1,225,915 25 17.32 30.41 72.60 2.29 5.73 26.27 20.69 Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot Total Suburban Properties Acadia Share Total Suburban Properties Total Core Properties Acadia Share Total Core Properties 4,016,092 94.1% 94.6% $ 61,210,699 $ 17.30 3,606,052 94.7% 95.3% $ 53,931,537 $ 17.00 5,609,696 93.4% 94.3% $ 160,010,714 $ 31.99 4,988,372 94.0% 94.8% $ 138,741,714 $ 31.20 (a) Excludes properties under development, redevelopment or pre-stabilized, see “Development and Redevelopment Activities” section below. The above occupancy and rent amounts do not include space which is currently leased, other than “leased occupancy,” but for which rent payment has not yet commenced. Residential and office GLA are excluded. (b) Represents the annual base rent paid to Acadia pursuant to a master lessee and does not reflect the rent paid by the retail tenants at the property. (c) Excludes 94,000 square feet of office GLA. (d) Anchor GLA includes a 97,300 square foot Wal-Mart store which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot. (e) Anchor GLA includes a 157,616 square foot Target store which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot. 26 The following table sets forth more specific information with respect to each of our Fund properties at December 31, 2019: Property (a) Fund II Portfolio Detail New York City Point - Phase I and II Total - Fund II Fund III Portfolio Detail New York 654 Broadway 640 Broadway Cortlandt Crossing Total - Fund III Fund IV Portfolio Detail New York 801 Madison Avenue 210 Bowery 27 East 61st Street 17 East 71st Street 1035 Third Avenue (b) Colonie Plaza New Jersey Paramus Plaza Massachusetts Restaurants at Fort Point Maine Airport Mall Wells Plaza Shaw's Plaza (Waterville) Shaw's Plaza (Windham) Pennsylvania Dauphin Plaza Mayfair Shopping Center Rhode Island 650 Bald Hill Road Virginia Promenade at Manassas Delaware Eden Square Illinois Lincoln Place Georgia Broughton Street Portfolio (13 properties) North Carolina Wake Forest Crossing California Union and Fillmore Collection (3 properties) Total - Fund IV Fund V Portfolio Detail New Mexico Plaza Santa Fe Michigan New Towne Plaza Fairlane Green Maryland Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/Per Square Foot Century 21, Target, Alamo Drafthouse 2007 26.7% 469,518 469,518 65.2% 65.2% 86.2% $ 86.2% $ 8,856,930 8,856,930 $ $ 28.91 28.91 ─ Swatch ShopRite, HomeSense ─ ─ ─ The Row ─ Price Chopper, Big Lots Ashley Furniture, Marshalls ─ Hannaford, Marshalls Reny's, Dollar Tree Shaw's Shaw's Price Rite, Ashley Furniture Planet Fitness, Dollar Tree Dick's Sporting Goods, Burlington Coat Factory Home Depot Giant Food, LA Fitness Kohl's, Marshall's, Ross H&M, Lululemon, Michael Kors, Starbucks Lowe's, TJ Maxx Eileen Fisher, L'Occitane, Bonobos TJ Maxx, Best Buy, Ross Dress for Less Kohl's, Jo-Ann's, DSW TJ Maxx, Michaels, Bed Bath & Beyond 24.5% 15.5% 24.5% 2,896 4,637 127,849 135,382 100.0% 73.1% 76.5% 76.9% 100.0% $ 73.1% 81.1% 81.3% $ 455,000 942,161 2,632,143 4,029,304 $ 157.11 277.91 26.92 38.72 $ 23.1% 23.1% 23.1% 23.1% 23.1% 23.1% 2,522 2,538 4,177 8,432 7,617 153,483 —% —% —% 100.0% 58.7% 94.9% $ —% $ —% —% 100.0% 58.7% 95.8% — — — 2,113,110 1,029,564 1,662,817 — — — 250.61 230.38 11.41 11.6% 153,060 72.9% 100.0% 2,103,780 18.86 23.1% 15,711 100.0% 100.0% 990,230 63.03 23.1% 23.1% 23.1% 23.1% 221,830 90,434 119,015 124,330 68.6% 98.3% 100.0% 88.4% 87.2% 98.3% 100.0% 88.4% 1,027,139 737,326 1,400,053 1,035,744 23.1% 23.1% 206,206 115,411 91.1% 86.8% 91.1% 97.4% 1,732,892 1,690,741 6.75 8.29 11.76 9.42 9.23 16.88 20.8% 160,448 85.3% 85.3% 1,978,902 14.45 22.8% 280,760 83.2% 98.6% 3,122,520 13.36 22.8% 231,074 85.9% 85.9% 3,045,812 15.34 23.1% 272,060 99.6% 99.6% 3,315,314 12.23 19.1% 100,676 83.7% 83.7% 3,152,794 37.40 23.1% 202,880 98.7% 99.3% 2,951,295 14.74 20.8% 7,148 2,479,812 100.0% 87.7% 100.0% 716,262 93.6% $ 33,806,295 $ 100.20 15.54 20.1% 224,223 99.4% 99.4% $ 3,952,239 $ 17.73 20.1% 193,446 94.0% 98.3% 2,125,496 11.69 20.1% 252,904 95.7% 95.7% 5,021,289 20.74 2011 2012 2012 2015 2012 2014 2014 2015 2016 2013 2016 2016 2016 2016 2017 2016 2016 2015 2013 2014 2017 2014 2016 2015 2017 2017 2017 27 Key Tenants Kmart, Kohl's, Best Buy, Ross Dress for Less TJ Maxx, HomeGoods Best Buy, Bed Bath & Beyond, Ross Dress for Less TJ Maxx, PetSmart, Ross Dress for Less Kohl's, Best Buy, Dick's Stop and Shop, Marshalls, HomeGoods Wal-Mart, Regal Cinemas Kohl's, HomeGoods Kohl's, HomeGoods Target, Gordman's, Sportman's Warehouse Property (a) Frederick County Acquisitions Connecticut Tri-City Plaza Virginia Landstown Commons Florida Palm Coast Landing North Carolina Hickory Ridge Rhode Island Lincoln Commons Alabama Trussville Promenade Georgia Hiram Pavilion California Elk Grove Commons Utah Family Center at Riverdale Total - Fund V TOTAL FUND PROPERTIES Acadia Share of Total Fund Properties Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/Per Square Foot 2019 2019 2019 2019 2017 2019 2018 2018 2018 2019 18.1% 524,156 91.1% 97.9% 6,206,501 13.00 18.1% 300,067 56.7% 90.5% 2,726,231 16.04 20.1% 404,808 96.3% 97.3% 7,917,849 20.31 20.1% 171,324 94.0% 94.0% 3,233,194 20.08 20.1% 380,565 98.3% 98.3% 4,295,679 11.49 20.1% 455,441 84.8% 84.8% 5,104,039 13.21 20.1% 463,725 95.9% 95.9% 4,471,270 10.06 20.1% 362,675 98.6% 98.6% 4,228,143 11.82 20.1% 220,726 96.0% 96.0% 4,677,104 22.08 18.0% 427,828 96.7% 96.7% 4,027,458 9.74 4,381,888 92.0% 95.5% $ 57,986,492 $ 14.38 7,466,600 88.6% 94.0% $104,679,021 $ 15.82 1,559,270 88.3% 93.7% $ 22,040,271 $ 16.00 (a) Excludes properties under development, see “Development and Redevelopment Activities” section below. The above occupancy and rent amounts do not include space which is currently leased, other than “leased occupancy,” but for which rent payment has not yet commenced. Residential and office GLA are excluded. (b) Property also includes 12,371 square feet of 2nd floor office space and a 29,760 square foot parking garage (131 spaces). 28 Major Tenants No individual retail tenant accounted for more than 5.1% of base rents for the year ended December 31, 2019, or occupied more than 6.9% of total leased GLA as of December 31, 2019. The following table sets forth certain information for the 20 largest retail tenants by base rent for leases in place as of December 31, 2019. The amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties including the Funds (GLA and Annualized Base Rent in thousands): Retail Tenant Number of Stores in Portfolio (a) Target H & M Walgreens (b) TJX Companies (c) Royal Ahold (d) Nordstrom, Inc. Bed, Bath, and Beyond (e) Ascena Retail Group (f) LA Fitness International LLC Trader Joe's Kohls Verizon Lululemon Gap (h) Albertsons Companies (g) Home Depot Ulta Salon Cosmetic & Fragrance Bob's Discount Furniture Tapestry (i) DSW Total 5 2 7 26 5 2 6 12 3 5 7 8 3 8 4 4 10 2 2 3 124 Annualized Base Rent (a) Percentage of Total Represented by Retail Tenant Annualized Base Rent Total Portfolio GLA 8,248 5,039 4,204 3,784 3,711 3,515 3,371 2,735 2,680 2,642 2,600 2,566 2,431 2,327 2,266 2,193 1,801 1,629 1,552 1,464 60,758 6.9% 0.9% 1.5% 5.0% 2.8% 1.4% 2.1% 0.4% 1.6% 0.7% 3.1% 0.4% 0.1% 0.9% 2.4% 5.1% 0.7% 0.9% 0.1% 0.6% 37.8% 5.1% 3.1% 2.6% 2.4% 2.3% 2.2% 2.1% 1.7% 1.7% 1.6% 1.6% 1.6% 1.5% 1.4% 1.4% 1.4% 1.1% 1.0% 1.0% 0.9% 37.8% Total GLA 454 56 98 330 182 89 137 28 108 49 203 29 8 61 154 337 48 58 4 40 2,473 $ $ (a) Does not include tenants that operate at only one Acadia location (b) Walgreens (5 locations), Rite Aid (2 locations) (c) TJ Maxx (11 locations), Marshalls (8 locations), HomeGoods (6 locations), HomeSense (1 location) (d) Stop and Shop (4 locations), Giant (1 location) (e) Bed Bath and Beyond (4 locations), Christmas Tree Shops (1 location), Cost Plus (1 location) (f) Catherine’s (3 locations), Lane Bryant (4 locations), Ann Taylor Loft (1 location), Ann Taylor (1 location), Justice (2 locations), Maurices (1 location) (g) Shaw’s (4 locations) (h) Old Navy (6 locations), Banana Republic (1 location), Gap (1 location) (i) Kate Spade (2 locations) 29 Lease Expirations The following tables show scheduled lease expirations on a pro rata basis for retail tenants in place as of December 31, 2019, assuming that none of the tenants exercise renewal options (GLA and Annualized Base Rent in thousands): Core Portfolio Leases Maturing in Month to Month 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Thereafter Total Funds Leases Maturing in Month to Month 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Thereafter Total Number of Leases Annualized Base Rent (a, b) Current Annual Rent Percentage of Total GLA Square Feet Percentage of Total 6 33 74 53 61 56 51 33 23 41 23 27 481 Number of Leases 16 68 94 84 79 71 54 43 19 28 32 33 621 $ $ $ $ 470 5,546 16,470 13,288 21,621 15,043 16,112 7,134 5,673 18,502 6,667 12,216 138,742 0.3% 4.0% 11.9% 9.6% 15.6% 10.8% 11.6% 5.1% 4.1% 13.3% 4.8% 8.9% 100.0% 13,994 92,281 758,396 345,694 666,307 656,819 486,153 161,679 127,084 674,430 157,652 291,551 4,432,040 0.3% 2.1% 17.1% 7.8% 15.0% 14.8% 11.0% 3.6% 2.9% 15.2% 3.6% 6.6% 100.0% Annualized Base Rent (a, b) Current Annual Rent Percentage of Total GLA Square Feet Percentage of Total 164 1,522 2,325 2,321 2,133 2,182 2,503 1,238 546 1,248 1,894 3,965 22,041 0.7% 6.9% 10.5% 10.5% 9.7% 9.9% 11.4% 5.6% 2.5% 5.7% 8.6% 18.0% 100.0% 13 88 147 152 155 144 185 61 51 57 116 208 1,377 0.9% 6.4% 10.7% 11.1% 11.2% 10.5% 13.4% 4.4% 3.7% 4.1% 8.4% 15.2% 100.0% (a) Base rents do not include percentage rents, additional rents for property expense reimbursements, nor contractual rent escalations. (b) No single market, except as discussed below under Geographic Concentrations, represents a material amount of exposure to the Company as it relates to the rents from these leases. Given the diversity of these markets, properties and characteristics of the individual spaces, the Company cannot make any general representations as it relates to the expiring rents and the rates for which these spaces may be re-leased. 30 Geographic Concentrations The following table summarizes our operating retail properties by region, excluding redevelopment and pre-stabilization properties, as of December 31, 2019. The amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties, including the Funds (GLA and Annualized Base Rent in thousands): Region Core Portfolio: New York Metro Mid-Atlantic New England Chicago Metro Midwest San Francisco Metro Washington D.C. Metro Los Angeles Metro Total Core Operating Properties Fund Portfolio: Southeast Northeast New York Metro West Mid-Atlantic Midwest Chicago Metro Southwest San Francisco Metro Total Fund Operating Properties GLA (a,c) % Occupied (b) Annualized Base Rent (b, c) Percentage of Total Represented by Region GLA Annualized Base Rent Annualized Base Rent per Occupied Square Foot (c) 1,454 1,191 772 700 570 149 139 14 4,989 425 480 217 121 117 90 63 45 1 1,559 93.8% $ 95.5% 96.9% 89.5% 91.5% 100.0% 91.8% 100.0% 94.0% $ 96.3% $ 83.7% 72.1% 96.4% 84.4% 95.0% 99.6% 99.4% 100.0% 88.3% $ 50,190 $ 15,803 10,721 38,340 7,745 6,219 7,358 2,366 138,742 $ 6,158 $ 5,044 4,621 1,665 1,406 1,437 766 794 149 22,040 $ 36.81 16.02 16.40 61.23 14.85 41.79 57.55 168.97 31.20 15.06 12.55 29.52 14.23 14.27 16.86 12.23 17.73 100.20 16.00 29.1% 23.9% 15.5% 14.0% 11.4% 3.0% 2.8% 0.3% 100.0% 27.3% 30.7% 13.9% 7.8% 7.5% 5.8% 4.0% 2.9% 0.1% 100.0% 36.2% 11.4% 7.7% 27.6% 5.6% 4.5% 5.3% 1.7% 100.0% 27.9% 22.9% 21.0% 7.6% 6.4% 6.5% 3.5% 3.6% 0.6% 100.0% 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. (a) (b) The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not commenced as of December 31, 2019. (c) The amounts presented reflect the Operating Partnership's pro-rata shares of properties included within each region. 31 Development and Redevelopment Activities As part of our strategy, we invest in retail real estate assets that may require significant development. As of December 31, 2019, we had six development or redevelopment projects in various stages of the development process. Ownership (a) Location Estimated Stabilization Square Feet Upon Completion Leased Rate Key Tenants Outstanding Debt Incurred (b) Estimated Future Range Estimated Total Range 100.0 % Washington DC 2022 29,000 — % TBD $ — $ 1.3 $31.3 to $32.7 $ 32.6 to $ 34.0 94.2 % Brooklyn, NY 2021 63,000 — % TBD 100.0 % Farmingdale, NY 2021 180,000 - 200,000 — % TBD 110 University Place 100.0 % New York, NY 2022 46,000 — % 100.0 % San Francisco, CA 2022 13,000 — % TBD TBD 24.2 — — 22.9 10.0 52.0 to 55.0 62.0 to 65.0 17.9 32.1 to 42.1 50.0 to 60.0 14.2 6.4 to 10.8 20.6 to 25.0 42.6 17.4 to 22.4 60.0 to 65.0 100.0 % Chicago, IL 2020 62,000 30.0 % Disney Store 56.7 110.0 10.0 to 17.5 120.0 to 127.5 Property Development: CORE 1238 Wisconsin FUND II City Point Phase III FUND III Broad Hollow Commons FUND IV 146 Geary 717 N. Michigan Avenue Major Redevelopment: CORE City Center 100.0 % San Francisco, CA 2021 241,000 90.0 % Target Elmwood Park 100.0 % Elmwood Park, NJ 2021 144,000 100.0 % Walgreens Route 6 Mall 100.0 % Honesdale, PA Mad River 100.0 % Dayton, OH TBD TBD TBD 100.0 % TBD 50.0 % TBD TBD Pre-Stabilized: CORE 613-623 West Diversey FUND II City Point, Phase I and II FUND III Cortlandt Crossing 640 Broadway FUND IV Paramus Plaza 210 Bowery 801 Madison 27 E 61st Street 1035 Third Avenue 100.0 % Chicago, IL 2020 29,778 76.1 % TJ Maxx, Blue Mercury 94.2 % New York, NY 100.0 % Mohegan Lake, NY 63.1 % New York, NY 50.0 % Paramus, NJ 100.0 % New York, NY 100.0 % New York, NY 100.0 % New York, NY 100.0 % New York, NY 2020 2020 2020 2020 2020 2020 2020 2020 475,000 86.2 % Century 21, Target, Alamo Drafthouse 125,906 4,637 81.1 % ShopRite, HomeSense 73.1 % Swatch 150,660 2,538 2,625 4,177 7,617 100.0 % — % — % — % 58.7 % Ashley Furniture, Marshalls ─ ─ ─ ─ $ (a) Ownership percentage represents the Core or Fund level ownership and not Acadia’s pro rata share. (b) Incurred amounts include costs associated with the initial carrying value. ITEM 3. LEGAL PROCEEDINGS. — 190.2 4.8 to 10.8 195.0 to 201.0 — TBD to TBD TBD to TBD — TBD to TBD TBD to TBD — TBD to TBD TBD to TBD — — — — 259.1 35.1 39.5 18.9 — — — — 352.6 As previously disclosed in our periodic findings, Acadia Brandywine Holdings, LLC (“Brandywine Holdings”), a consolidated entity in which we have a 22.22% interest, is a party to litigation in connection with a mortgage loan collateralized by a Core Portfolio property held by it (the “Brandywine Loan”), which has been in default since July 1, 2016. The Brandywine Loan was originated in June 2006 and had an original principal amount of $26.3 million and a scheduled maturity of July 1, 2016. The Brandywine Loan bears interest at a stated rate of approximately 6% and is subject to additional default interest of 5%. In April 2017, the successor to the original lender, Wilmington – 5190 Brandywine Parkway, LLC (the “Successor Lender”), initiated lawsuits against Brandywine Holdings in Delaware Superior Court and Delaware Chancery Court for, among other things, judgment on the note (the “Note Complaint”) and foreclosure on the property. In a contemporaneously filed action in Delaware Superior Court (the “Guaranty Complaint”), the Successor Lender initiated a lawsuit against the 32 Operating Partnership as guarantor of certain guaranteed obligations of Brandywine Holdings set forth in a non-recourse carve-out guaranty executed by the Operating Partnership. The Guaranty Complaint alleges that the Operating Partnership is liable for the full balance of the principal, accrued interest, default interest, as well as fees and costs, under the Brandywine Loan, which the Successor Lender alleges totaled approximately $33.0 million as of November 9, 2017 (exclusive of accruing interest, default interest, and fees and costs). In August 2019, the Delaware Superior Court heard arguments on the parties’ cross-motions for summary judgement regarding both the Guaranty Complaint and the Note Complaint. On February 7, 2020, the Delaware Superior Court granted in part the Successor Lender’s motion and denied Brandywine Holdings’ and the Operating Partnership’s cross-motion, for summary judgment, finding that each of Brandywine Holdings and the Operating Partnership have recourse liability for the outstanding balance of the Brandywine Loan. The Delaware Superior Court’s decision will be appealable when a judgement is formally entered. Brandywine Holdings and the Operating Partnership intend to appeal the ruling as soon as it becomes appealable and to vigorously contest it. In addition, from time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our consolidated financial position. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 33 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES AND PERFORMANCE GRAPH. Market Information, Dividends and Holders of Record of our Common Shares At February 12, 2020, there were 255 holders of record of our Common Shares, which are traded on the New York Stock Exchange under the symbol “AKR.” Our quarterly dividends declared are discussed in Note 10 and the characterization of such dividends for Federal Income Tax purposes is discussed in Note 14. Securities Authorized for Issuance Under Equity Compensation Plans At the 2016 annual shareholders’ meeting, the shareholders' approved the Second Amended and Restated 2006 Incentive Plan (the “Second Amended 2006 Plan”). This plan replaced all previous share incentive plans and increased the authorization to issue options, Restricted Shares and LTIP Units (collectively “Awards”) available to officers and employees by 1.6 million shares, for a total of 3.7 million shares available to be issued. See Note 13 in the Notes to Consolidated Financial Statements, for a summary of our Share Incentive Plans. The following table provides information related to the Second Amended 2006 Plan as of December 31, 2019: Equity Compensation Plan Information (b) (a) 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)) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total — $ — — $ — — — 708,632 — 708,632 Remaining Common Shares available under the Amended 2006 Plan are as follows: Outstanding Common Shares as of December 31, 2019 Outstanding OP Units as of December 31, 2019 Total Outstanding Common Shares and OP Units Common Shares and OP Units pursuant to the Second Amended 2006 Plan Total Common Shares available under equity compensation plans Less: Issuance of Restricted Shares and LTIP Units Granted Issuance of Options Granted Number of Common Shares remaining available 87,050,465 5,013,507 92,063,972 8,893,681 8,893,681 (5,413,276) (2,771,773) 708,632 34 Share Price Performance The following graph compares the cumulative total shareholder return for our Common Shares for the period commencing December 31, 2014, through December 31, 2019, 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, 2014, and assuming reinvestment of dividends. The shareholder return as set forth in the table below is not necessarily indicative of future performance. The information in this section is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing. Index Acadia Realty Trust Russell 2000 NAREIT All Equity REIT Index SNL REIT Retail Shopping Ctr Index 2014 2015 At December 31, 2017 2016 2018 2019 $ 100.00 $ 100.00 100.00 100.00 107.51 $ 95.59 102.83 105.35 109.70 $ 115.95 111.70 109.02 95.30 $ 132.94 121.39 96.94 86.34 $ 118.30 116.48 81.36 98.24 148.49 149.86 103.18 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None. Issuer Purchases of Equity Securities During 2018, the Company revised its share repurchase program. The new share repurchase program authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program may be discontinued or extended at any time. The Company repurchased 2,294,235 shares for $55.1 million, inclusive of $0.1 million of fees, during the year ended December 31, 2018. The Company did not repurchase any shares during the years ended December 31, 2019 or 2017. As of December 31, 2019, management may repurchase up to approximately $145.0 million of the Company’s outstanding Common Shares under this program. 35 ITEM 6. SELECTED FINANCIAL DATA 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 Report. (dollars in thousands, except per share amounts) OPERATING DATA: Revenues (a) Operating expenses, excluding depreciation and impairment charges Depreciation and amortization Impairment charges Gain on disposition of properties Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties Interest income Other income Interest expense Income (loss) from continuing operations before income taxes Income tax (provision) benefit Net income (loss) Loss (income) attributable to noncontrolling interests Net income attributable to Acadia Basic and diluted earnings per share Weighted-average number of Common Shares outstanding, basic Weighted-average number of Common Shares outstanding, diluted Cash dividends declared per Common Share BALANCE SHEET DATA: Real estate before accumulated depreciation Total assets Total indebtedness, net Total common shareholders’ equity Noncontrolling interests Total equity OTHER: Funds from operations attributable to Common Shareholders and Common OP Unit holders (b) Cash flows provided by (used in): (c) Operating activities Investing activities Financing activities $ $ $ $ $ 2019 Year Ended December 31, 2017 2018 2016 2015 295,327 $ (125,884) (125,443) (1,721) 30,324 8,922 7,988 6,947 (73,788) 22,672 (1,468) 21,204 31,841 53,045 $ 259,681 $ (114,591) (117,549) — 5,140 9,302 13,231 — (69,978) (14,764) (934) (15,698) 47,137 31,439 $ 248,552 $ (111,844) (104,934) (14,455) 48,886 23,371 29,143 5,571 (58,978) 65,312 (1,004) 64,308 (2,838) 61,470 $ 189,804 $ (97,904) (70,011) — 81,965 39,449 25,829 — (34,645) 134,487 105 134,592 (61,816) 72,776 $ 0.62 $ 0.38 $ 0.73 $ 0.94 $ 84,436 84,436 82,080 82,080 83,683 83,685 76,231 76,244 1.13 $ 1.09 $ 1.05 $ 1.16 $ 196,783 (86,570) (60,751) (5,000) 89,063 37,330 16,603 1,596 (37,297) 151,757 (1,787) 149,970 (84,262) 65,708 0.94 68,851 68,870 1.22 4,099,542 $ 4,309,114 1,708,196 1,542,308 644,657 2,186,965 3,697,805 $ 3,958,780 1,550,545 1,459,505 622,442 2,081,947 3,466,482 $ 3,960,247 1,424,409 1,567,199 648,440 2,215,639 3,382,000 $ 3,995,960 1,488,718 1,588,577 589,548 2,178,125 2,736,283 3,032,319 1,358,606 1,100,488 420,866 1,521,354 126,862 118,870 134,667 117,070 111,560 127,177 (397,057) 265,042 96,076 (136,619) (10,278) 114,655 4,063 (127,758) 109,848 (613,564) 488,365 113,598 (354,503) 96,101 (a) Amounts for credit losses have been reclassified from operating expenses to revenues for the years ended December 31, 2018, 2017, 2016 and 2015. (b) Funds from operations is a non-GAAP measure. For an explanation of the measure and a reconciliation to the nearest GAAP measure, see “Item 7. Management’s Discussion and Analysis — Supplemental Financial Measures.” (c) Cash flow activities for the year ended December 31, 2015 have not been adjusted for the impact of ASUs 2016-15 and 2016-18 (Note 1). 36 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW As of December 31, 2019, there were 186 properties, which we own or have an ownership interest in, within our Core Portfolio and Funds. Our Core Portfolio consists of those properties either 100% owned, or partially owned through joint venture interests by the Operating Partnership, or subsidiaries thereof, not including those properties owned through our Funds. These properties primarily consist of street and urban retail, and suburban shopping centers. See Item 2. Properties for a summary of our wholly-owned and partially-owned retail properties and their physical occupancies at December 31, 2019. The majority of our operating income is derived from rental revenues from operating properties, including expense 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 distributions to shareholders while also creating the potential for capital appreciation to enhance investor returns. We focus on the following fundamentals to achieve this objective: • • Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas and create value through accretive development and re-tenanting activities coupled with the acquisition of high- quality assets that have the long-term potential to outperform the asset class as part of our Core asset recycling and acquisition initiative. Generate additional external growth through an opportunistic yet disciplined acquisition program within our Funds. We target transactions with high inherent opportunity for the creation of additional value through: ◦ value-add investments in street retail properties, located in established and “next generation” submarkets, with re-tenanting or repositioning opportunities, opportunistic acquisitions of well-located real-estate anchored by distressed retailers, and other opportunistic acquisitions which may include high-yield acquisitions and purchases of distressed debt. ◦ ◦ Some of these investments historically have also included, and may in the future include, joint ventures with private equity investors for the purpose of making investments in operating retailers with significant embedded value in their real estate assets. • Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth. 37 SIGNIFICANT DEVELOPMENTS DURING THE YEAR ENDED DECEMBER 31, 2019 Investments During the year ended December 31, 2019, within our Core portfolio we invested in twelve properties aggregating $185.9 million, inclusive of transaction costs, as follows: • On January 24, 2019, our unconsolidated Renaissance Portfolio venture acquired Fund III’s 3104 M Street property located in Washington, D.C. for $10.7 million (Note 4) for which our share was $2.1 million as discussed further below. • On March 15, March 27, May 29, July 30 and November 8, 2019, we acquired five retail condominiums located in the Soho section of New York City for a total of $87.0 million referred to as the “Soho Acquisitions” with an aggregate purchase price of approximately $122.0 million (Note 2). • On May 2, 2019, we entered into a ground lease (Note 11) on a development property in Washington, D.C. referred to as “1238 Wisconsin Avenue.” • On September 11, 2019, we acquired two buildings in Chicago, Illinois, referred to as “849 and 912 W. Armitage” for a total of $7.8 million (Note 2). • On October 25, 2019, we acquired a retail building in Los Angeles, California, referred to as “8436-8452 Melrose Place” for $48.7 million (Note 2). • On December 9, 2019, we acquired a master lease position on a building in the Soho section of New York City, referred to as “565 Broadway” for $28.8 million (Note 11). • On December 11, 2019, we acquired a building in Chicago, Illinois, referred to as “907 W. Armitage” for $2.9 million (Note 2). During the year ended December 31, 2019, within our Fund portfolio we invested in eight properties aggregating $328.5 million as follows: • On March 19, 2019, Fund V’s unconsolidated venture (Note 4) acquired a suburban shopping center in Riverdale, Utah for $48.5 million, referred to as “Family Center at Riverdale,” of which Fund V’s share was $43.7 million. • On April 30, 2019, Fund V’s unconsolidated venture (Note 4) acquired a suburban shopping center in Vernon, Connecticut for $36.7 million, referred to as “Tri-City Plaza,” of which Fund V’s share was $33.0 million • On May 1, 2019, Fund IV acquired a leasehold interest (Note 11) in a retail and parking condominium in a building in New York, New York for $10.5 million, referred to as “110 University Place.” • On May 6, 2019, Fund V acquired a suburban shopping center (Note 2) in Palm Coast, Florida for $36.6 million, referred to as “Palm Coast Landing.” • On June 21, 2019, Fund V acquired a suburban shopping center (Note 2) in Lincoln, Rhode Island for $54.3 million, referred to as “Lincoln Commons.” • On August 2, Fund V acquired a suburban shopping center (Note 2) in Virginia Beach, Virginia for $87.0 million, referred to as “Landstown Commons.” • On August 21, Fund V’s unconsolidated venture (Note 4) acquired two suburban shopping centers in Frederick County, Maryland for a total of $54.9 million, referred to as the “Frederick County Acquisitions,” for which Fund V’s share was $49.4 million. Dispositions On October 28, 2019, we sold our Pacesetter Park shopping center for $22.6 million (Note 2) and recognized a gain on the sale of this property of $16.8 million. During the year ended December 31, 2019, we made four consolidated property dispositions and sold three condominium units (Note 2) from our Fund Portfolio for gross proceeds totaling $86.8 million as follows: • On January 24, 2019, a venture in which Fund III holds an 80% interest sold its 3104 M Street property to an unconsolidated venture (Note 4), in which the Core Portfolio holds a 20% interest, for $10.5 million. The acquiring venture assumed the property’s mortgage in the amount of $4.7 million. • On July 24, 2019, Fund IV sold its consolidated JFK Plaza property for $7.8 million (Note 2). • On August 22, 2019, Fund III sold its consolidated Nostrand Avenue property for $27.7 million (Note 2). • On May 17, September 23, and November 7, 2019, Fund IV sold three consolidated residential condominium units for a total of $8.8 million (Note 2). 38 • On September 27, 2019 Fund IV sold its consolidated 938 W. North Avenue property for $32.0 million (Note 2). The Funds recognized a net aggregate gain on the sales of these consolidated properties of $13.6 million and our share was $2.9 million, net of noncontrolling interests. Financings During the year ended December 31, 2019, we obtained aggregate new consolidated financings of $358.9 million (Note 7) and unconsolidated financings of $122.5 million, including: • An additional $100.0 million of borrowing capacity on our senior unsecured revolving credit facility was obtained by amending the facility on October 8, 2019, bringing the total revolving credit capacity to $250.0 million. • An aggregate of $258.9 million in new consolidated mortgage financing was obtained through one Fund II loan, three Fund IV loans and five Fund V loans. • Fund V also obtained a total of $122.5 million in new mortgage financing for its three unconsolidated joint ventures (Note 4). In addition, during the year ended December 31, 2019, the Funds repaid mortgage debt aggregating $71.1 million (Note 7) at five consolidated Fund properties, four of which were sold, and Fund IV repaid a $9.4 million mortgage at one of its unconsolidated joint venture properties (Note 4). Structured Financing During the year ended December 31, 2019, we entered into the following structured financing transactions (Note 3): • We redeemed a $15.3 million Fund IV Structured Financing investment; • We provided seller financing in the amount of $13.5 million in connection with the sale of our Pacesetter Park property (Note 2); and • We funded an additional $4.3 million on an existing loan. Equity Issuance During the year ended December 31, 2019, the Company sold 5,164,055 shares under its ATM program (Note 10) for gross proceeds of $147.7 million, or $145.5 million net of issuance costs, at a weighted-average gross price per share of $28.61. 39 RESULTS OF OPERATIONS See Note 12 in the Notes to Consolidated Financial Statements for an overview of our three reportable segments. Comparison of Results for the Year Ended December 31, 2019 to the Year Ended December 31, 2018 The results of operations by reportable segment for the year ended December 31, 2019 compared to the year ended December 31, 2018 are summarized in the table below (in millions, totals may not add due to rounding): Year Ended December 31, 2019 Year Ended December 31, 2018 Increase (Decrease) Revenues Depreciation and amortization Property operating expenses, other operating and real estate taxes General and administrative expenses Impairment charge Gain on disposition of properties Operating income Interest income Equity in earnings (losses) of unconsolidated affiliates Interest expense Other income Income tax provision Net income (loss) Net loss attributable to noncontrolling interests Net income attributable to Acadia Core Portfolio Core Funds $ 173.2 (61.8) $ 122.2 (63.6) SF Total Core Funds SF Total Core Funds $ — $ 295.3 $ 166.8 $ 92.9 $ — $ 259.7 $ (56.6) — (117.5) — (125.4) (60.9) SF Total 6.4 $ 29.3 $ — $ 35.6 7.9 0.9 7.0 — (47.0) — — 16.8 81.1 — (43.4) — — (1.7) — 13.6 — — 26.9 8.0 (44.1) (90.5) (36.2) — (35.4) — — — (1.7) — — — 5.1 — 30.3 — 5.2 — 72.6 61.9 13.2 8.0 — — 2.9 (80.2) 7.2 — (34.3) — — — 1.7 — 8.5 — 21.7 — (5.2) — — 16.8 5.1 32.7 19.2 13.2 — — — — 9.0 (28.3) 0.3 (0.1) — (45.5) — 6.6 — — — — 8.0 (12.0) 62.1 8.9 (73.8) 7.4 (27.6) 1.9 — (42.4) — 6.9 — — — (1.5) — — — 13.2 21.2 (35.3) 41.7 1.6 0.7 0.3 9.3 (70.0) — (2.0) — 3.1 — 6.6 — (0.9) — — — (5.2) (15.7) 23.3 20.4 10.3 1.1 1.7 25.2 39.9 (5.2) (0.4) 3.8 6.9 (0.6) 36.9 0.3 $ 62.5 $ 19.5 $ 31.5 — 8.0 $ 31.8 46.4 — 53.0 $ 42.4 $ 11.0 $ 13.2 $ 0.8 47.1 0.5 31.4 $ 20.1 $ 14.9 — 15.3 8.5 $ (5.2) $ 21.6 The results of operations for our Core Portfolio segment are depicted in the table above under the headings labeled “Core.” Segment net income attributable to Acadia for our Core Portfolio increased $20.1 million for the year ended December 31, 2019 compared to the prior year as a result of the changes further described below. Revenues for our Core Portfolio increased $6.4 million for the year ended December 31, 2019 compared to the prior year due primarily to $5.8 million from the acceleration of amortization on a below-market lease related to a tenant that vacated in 2019 and $3.4 million related to Core Portfolio property acquisitions. These increases were offset by a $2.4 million decrease in 2019 due to the acceleration of amortization on below- market leases due to two tenants that vacated in 2018. Property operating expenses, other operating and real estate taxes for our Core Portfolio increased $2.9 million for the year ended December 31, 2019 compared to the prior year primarily due to $1.3 million from increased real estate tax expense at City Center and $1.1 million from increased legal expenses in the portfolio in 2019. Gain on disposition of properties for $16.8 million relates to the sale of Pacesetter Park in 2019 (Note 2). Equity in earnings of unconsolidated affiliates for our Core Portfolio increased $1.6 million for the year ended December 31, 2019 compared to the prior year primarily due to $1.0 million from the conversion of a note receivable into an increased ownership in real estate during 2018 along with $0.7 million from lease up at various joint venture properties in 2019. Interest expense for our Core Portfolio increased $0.7 million for the year ended December 31, 2019 compared to the prior year due to a $1.3 million increase related to higher average outstanding borrowings, a $1.2 million increase related to higher average interest rates and $0.3 million from higher loan cost amortization in 2019. These increases were partially offset by $2.1 million more interest capitalized in 2019. Funds The results of operations for our Funds segment are depicted in the table above under the headings labeled “Funds.” Segment net income attributable to Acadia for the Funds increased $8.5 million for the year ended December 31, 2019 compared to the prior year as a result of the changes described below. 40 Revenues for the Funds increased $29.3 million for the year ended December 31, 2019 compared to the prior year primarily due to (i) $19.8 million increase from Fund property acquisitions in 2018 and 2019, (ii) $5.1 million from the acceleration of amortization on a below-market lease, (iii) $3.6 million from lease up at Fund II’s City Point property, (iv) $3.0 million related to Fund III’s Cortlandt Crossing property being placed into service and (v) $2.1 million from the consolidation of Fund IV’s Broughton Street Portfolio. These increases were partially offset by $2.8 million due to property sales in 2019 (described further below) and $1.4 million from the acceleration of amortization of a below- market lease related to a bankruptcy in 2018. Depreciation and amortization for the Funds increased $7.0 million for the year ended December 31, 2019 compared to the prior year primarily due to Fund property acquisitions in 2018 and 2019. Property operating expenses, other operating and real estate taxes for the Funds increased $7.2 million for the year ended December 31, 2019 compared to the prior year due Fund property acquisitions in 2018 and 2019. The $1.7 million impairment charge in 2019 (Note 8) relates to residential condominium units at Fund IV’s 210 Bowery that were sold during 2019. Gain on disposition of properties for the Funds increased $8.5 million for the year ended December 31, 2019 compared to the prior year due to the sales of 938 West North Avenue and JFK Plaza in Fund IV and Nostrand Avenue and 3104 M Street in Fund III during 2019 compared to the sales of Lake Montclair and 1861 Union in Fund IV in 2018 (Note 2, Note 4). Equity in earnings of unconsolidated affiliates for the Funds decreased $2.0 million for the year ended December 31, 2019 compared to the prior year primarily due to a $3.2 million distribution from Fund III’s Storage Post venture in 2018, a cost method investment, (Note 4) offset by $1.1 million from the recognition of 100% of the net loss from the Broughton Street Portfolio in 2018 as our partner is no longer absorbing their share of the losses. Interest expense for the Funds increased $3.1 million for the year ended December 31, 2019 compared to the prior year due to a $6.2 million increase related to higher average outstanding borrowings and $1.5 million from higher loan cost amortization in 2019 associated with Fund acquisitions. These increases were partially offset by $4.8 million more interest capitalized in 2019. Other income for the Funds increased $6.6 million for the year ended December 31, 2019 compared to the prior year due to $5.0 million from the New Market Tax Credit transaction at Fund II’s City Point investment (Note 7) and $1.6 million from an incentive fee earned from Fund III’s Storage Post Venture. Net loss (income) attributable to noncontrolling interests for the Funds increased $14.9 million for the year ended December 31, 2019 compared to the prior year based on the noncontrolling interests’ share of the variances discussed above. (Income) loss attributable to noncontrolling interests in the Funds includes asset management fees earned by the Company of $17.5 million and $18.0 million for the years ended December 31, 2019 and 2018, respectively. Structured Financing The results of operations for our Structured Financing segment are depicted in the table above under the headings labeled “SF.” Interest income for the Structured Financing portfolio decreased $5.2 million for the year ended December 31, 2019 compared to the prior year primarily due to the conversion of a portion of two notes receivable into increased ownership in the underlying real estate (Note 4) during 2018 along with the payoff of a note made to Fund IV during 2019. Unallocated The Company does not allocate general and administrative expense and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.” Unallocated general and administrative expense increased $1.1 million for the year ended December 31, 2019 compared to the prior year period primarily due to internal leasing salaries no longer being capitalized in 2019. Prior Year Periods Discussions of 2017 items and comparisons between the year ended December 31, 2018 and 2017, respectively, that are not included in this Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. 41 SUPPLEMENTAL FINANCIAL MEASURES Net Property Operating Income The following discussion of net property operating income (“NOI”) and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our Core Portfolio. Our Funds invest primarily in properties that typically require significant leasing and development. Given that the Funds are finite-life investment vehicles, these properties are sold following stabilization. For these reasons, we believe NOI and rent spreads are not meaningful measures for our Fund investments. NOI represents property revenues less property expenses. We consider NOI and rent spreads on new and renewal leases for our Core Portfolio to be appropriate supplemental disclosures of Core Portfolio operating performance due to their widespread acceptance and use within the REIT investor and analyst communities. NOI and rent spreads on new and renewal leases are presented to assist investors in analyzing our property performance, however, our method of calculating these may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of consolidated operating income to net operating income - Core Portfolio follows (in thousands): Consolidated operating income (a) Add back: General and administrative Depreciation and amortization Impairment charge Less: Above/below market rent and straight-line rent Gain on disposition of properties Consolidated NOI Year Ended December 31, 2019 2018 2017 $ 72,603 $ 32,681 $ 66,205 35,416 125,443 1,721 34,343 117,549 — (24,447) (30,324) 180,412 (23,521) (5,140) 155,912 33,756 104,934 14,455 (21,110) (48,886) 149,354 (28,379) (7,927) 19,539 132,587 Noncontrolling interest in consolidated NOI Less: Operating Partnership's interest in Fund NOI included above Add: Operating Partnership's share of unconsolidated joint ventures NOI (a) NOI - Core Portfolio (52,248) (13,870) 25,948 140,242 $ (37,496) (9,790) 24,919 133,545 $ $ Prior year amounts have been adjusted to include gains on disposition of properties, which have been reclassified to operating income effective January 1, 2019. (a) (b) Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within the Funds. Same-Property NOI includes Core Portfolio properties that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, and developed during these periods. The following table summarizes Same-Property NOI for our Core Portfolio (in thousands): Year Ended December 31, 2018 2019 Core Portfolio NOI Less properties excluded from Same-Property NOI Same-Property NOI Percent change from prior year period Components of Same-Property NOI: Same-Property Revenues Same-Property Operating Expenses Same-Property NOI $ $ $ $ 42 140,242 (16,312) 123,930 $ $ 3.9% 167,806 (43,876) 123,930 $ $ 133,545 (14,235) 119,310 163,469 (44,159) 119,310 Rent Spreads on Core Portfolio New and Renewal Leases The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on comparable leases executed within our Core Portfolio for the year ended December 31, 2019. Cash basis represents a comparison of rent most recently paid on the previous lease as compared to the initial rent paid on the new lease. Straight-line basis represents a comparison of rents as adjusted for contractual escalations, abated rent and lease incentives for the same comparable leases. Core Portfolio New and Renewal Leases Number of new and renewal leases executed GLA commencing New base rent Expiring base rent Percent growth in base rent Average cost per square foot (a) Weighted average lease term (years) Year Ended December 31, 2019 Straight- Line Basis Cash Basis 42 507,431 17.48 16.65 $ $ 5.0% 5.52 6.9 $ 42 507,431 18.22 15.77 15.5% 5.52 6.9 $ $ $ (a) The average cost per square foot includes tenant improvement costs, leasing commissions and tenant allowances. Funds from Operations We 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 (losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by 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 (losses) from sales of depreciated property and impairment of depreciable real estate, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. A reconciliation of net income attributable to Acadia to FFO follows (dollars in thousands, except per share amounts): Net income attributable to Acadia Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share) Impairment charge (net of noncontrolling interests' share) Gain on disposition of properties (net of noncontrolling interests' share) Income attributable to Common OP Unit holders Distributions - Preferred OP Units Funds from operations attributable to Common Shareholders and Common OP Unit holders Funds From Operations per Share - Diluted Basic weighted-average shares outstanding, GAAP earnings Weighted-average OP Units outstanding Basic weighted-average shares outstanding, FFO Assumed conversion of Preferred OP Units to common shares Assumed conversion of LTIP units and restricted share units to common shares Diluted weighted-average number of Common Shares and Common OP Units outstanding, FFO 2019 Year Ended December 31, 2018 2017 $ 53,045 $ 31,439 $ 61,470 89,373 395 (19,786) 3,295 540 85,852 — (994) 2,033 540 83,515 1,088 (15,565) 3,609 550 $ 126,862 $ 118,870 $ 134,667 84,435,826 5,111,262 89,547,088 499,345 82,080,159 4,941,661 87,021,820 499,345 83,682,789 4,741,058 88,423,847 505,045 — 206,646 69,488 90,046,433 87,727,811 88,998,380 Diluted Funds from operations, per Common Share and Common OP Unit $ 1.41 $ 1.35 $ 1.51 43 LIQUIDITY AND CAPITAL RESOURCES Uses of Liquidity and Cash Requirements Our principal uses of liquidity are (i) distributions to our shareholders and OP unit holders, (ii) investments which include the funding of our capital committed to the Funds and property acquisitions and development/re-tenanting activities within our Core Portfolio, (iii) distributions to our Fund investors, (iv) debt service and loan repayments and (v) share repurchases. 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. During the year ended December 31, 2019, we paid dividends and distributions on our Common Shares, Common OP Units and Preferred OP Units totaling $101.0 million. Investments in Real Estate As previously discussed, during the year ended December 31, 2019, within our Core and Fund portfolios we invested in 20 new properties aggregating $514.4 million (Note 2, Note 4, Note 11). For activity subsequent to December 31, 2019, see Note 17. Structured Financing Investment During the year ended December 31, 2019, we advanced an additional $4.3 million on a note receivable and provided seller financing for $13.5 million (Note 3). Capital Commitments During the year ended December 31, 2019, we made capital contributions aggregating $32.8 million to our Funds. At December 31, 2019, our share of the remaining capital commitments to our Funds aggregated $86.1 million as follows: • • • $3.3 million to Fund III. Fund III was launched in May 2007 with total committed capital of $450.0 million of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million. $21.2 million to Fund IV. Fund IV was launched in May 2012 with total committed capital of $530.0 million of which our original share was $122.5 million. $61.6 million to Fund V. Fund V was launched in August 2016 with total committed capital of $520.0 million of which our initial share is $104.5 million. In addition, during April 2018, a distribution was made to the Fund II investors, including $4.3 million to the Operating Partnership. This amount remains subject to re-contribution to Fund II until April 2021. Development Activities During the year ended December 31, 2019, capitalized costs associated with development activities totaled $25.6 million (Note 2). At December 31, 2019, there were five Core portfolio properties under development and redevelopment and five Fund properties under development for which the estimated total cost to complete these projects through 2022 was $154.0 million to $191.3 million and our share was approximately $93.0 million to $111.1 million. 44 Debt A summary of our consolidated debt, which includes the full amount of Fund related obligations and excludes our pro rata share of debt at our unconsolidated subsidiaries, is as follows (in thousands): Total Debt - Fixed and Effectively Fixed Rate Total Debt - Variable Rate Net unamortized debt issuance costs Unamortized premium Total Indebtedness December 31, 2019 December 31, 2018 $ $ 1,403,324 314,604 1,717,928 (10,383) 651 1,708,196 $ $ 1,001,658 558,675 1,560,333 (10,541) 753 1,550,545 As of December 31, 2019, our consolidated outstanding mortgage and notes payable aggregated $1,717.9 million, excluding unamortized premium of $0.7 million and unamortized loan costs of $10.4 million, and were collateralized by 44 properties and related tenant leases. Interest rates on our outstanding indebtedness ranged from 2.95% to 6.00% with maturities that ranged from February 2020 to April 2035. Taking into consideration $948.8 million of notional principal under variable to fixed-rate swap agreements currently in effect, $1,403.3 million of the portfolio debt, or 81.7%, was fixed at a 3.56% weighted-average interest rate and $314.6 million, or 18.3% was floating at a 3.71% weighted average interest rate as of December 31, 2019. Our variable-rate debt includes $143.3 million of debt subject to interest rate caps. There is $431.5 million of Fund debt maturing in 2020 at a weighted-average interest rate of 4.46%, including $121.5 million of debt with available one-year extension options and $240.0 million at Fund II for which the Company is actively seeking refinancing; there is $5.8 million of scheduled principal amortization due in 2020; and our share of scheduled remaining 2020 principal payments and maturities on our unconsolidated debt was $10.1 million at December 31, 2019. In addition, $287.7 million of our total consolidated debt and $7.9 million of our pro-rata share of unconsolidated debt will come due in 2021. As it relates to the maturing debt in 2020 and 2021, we may not have sufficient liquidity on hand to repay such indebtedness, and, therefore, we expect to refinance at least a portion of this indebtedness or select other alternatives based on market conditions as these loans mature; however, there can be no assurance that we will be able to obtain financing at acceptable terms. A mortgage loan in the Company’s Core Portfolio for $26.3 million was in default and subject to litigation at December 31, 2019 and 2018 (Note 7). Share Repurchase Program The Company did not repurchase any of its Common Shares pursuant to its new share repurchase program (Note 10) during the year ended December 31, 2019. Sources of Liquidity Our primary sources of capital for funding our liquidity needs include (i) the issuance of both public equity and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within our Funds, (iv) future sales of existing properties, (v) repayments of structured financing investments, and (vi) cash on hand and future cash flow from operating activities. Our cash on hand in our consolidated subsidiaries at December 31, 2019 totaled $15.8 million. Our remaining sources of liquidity are described further below. ATM Program We have an ATM Program (Note 10) which provides us an efficient and low-cost vehicle for raising public equity to fund our capital needs. Through this program, we have been able to effectively “match-fund” the required equity for our Core Portfolio and Fund acquisitions through the issuance of Common Shares over extended periods employing a price averaging strategy. In addition, from time to time, we have issued and intend to continue to issue, equity in follow-on offerings separate from our ATM Program. Net proceeds raised through our ATM Program and follow-on offerings are primarily used for acquisitions, both for our Core Portfolio and our pro-rata share of Fund acquisitions, and for general corporate purposes. During the year ended December 31, 2019, the Company sold 5,164,055 shares under its ATM Program for gross proceeds of $147.7 million, or $145.5 million net of issuance costs, at a weighted-average gross price per share of $28.61. 45 Fund Capital During the year ended December 31, 2019, Fund III called capital contributions totaling $12.5 million, Fund IV called capital contributions of $17.3 million and Fund V called capital contributions of $128.2 million, of which our aggregate proportionate share from all Funds was $32.8 million. At December 31, 2019, unfunded capital commitments from noncontrolling interests within our Funds II, III, IV and V were $10.8 million, $10.3 million, $70.6 million and $245.1 million, respectively. Asset Sales As previously discussed, during the year ended December 31, 2019, within our Fund portfolio we sold one Core and four Fund consolidated properties, and three Fund consolidated residential condominium units for an aggregate sales price of $109.3 million (Note 2). Structured Financing Repayments During the year ended December 31, 2019, Fund IV received full payment of $15.3 million plus accrued interest of $10.0 million on its Structured Financing investment. (Note 3). Financing and Debt As of December 31, 2019, we had $326.0 million of additional capacity under existing consolidated Core and Fund revolving debt facilities. In addition, at that date within our Core and Fund portfolios, we had 78 unleveraged consolidated properties with an aggregate carrying value of approximately $1.5 billion and one unleveraged unconsolidated property for which our share of the carrying value was $100.7 million, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all. HISTORICAL CASH FLOW The following table compares the historical cash flow for the year ended December 31, 2019 with the cash flow for the year ended December 31, 2018 (in millions): Net cash provided by operating activities Net cash used in investing activities Net cash provided by (used in) financing activities Decrease in cash and restricted cash Operating Activities Year Ended December 31, 2018 2019 Variance $ $ 127.2 $ (397.1) 265.0 (4.8) $ 96.1 $ (136.6) (10.3) (50.8) $ 31.1 (260.5) 275.3 46.0 Our operating activities provided $31.1 million more cash during the year ended December 31, 2019 as compared to the year ended December 31, 2018, primarily due to property acquisitions along with $10.0 million from the collection of accrued interest on a note receivable. Investing Activities During the year ended December 31, 2019 as compared to the year ended December 31, 2018, our investing activities used $260.5 million more cash, primarily due to (i) $209.5 million more cash used in acquisition and lease of properties, (ii) $148.1 million more cash used in investments in unconsolidated affiliates, and (iii) $10.8 million less cash received from repayments of notes receivable. These uses of cash were partially offset by (i) $79.7 million more cash received from return of capital from unconsolidated affiliates, (ii) $24.9 million more cash received from disposition of properties, and (iii) $5.6 million less cash used in development, construction and property improvement costs. Financing Activities Our financing activities provided $275.3 million more cash during the year ended December 31, 2019 as compared to the year ended December 31, 2018, primarily from (i) $145.5 million more cash received from the sale of Common Shares, (ii) $114.1 million more cash provided from contributions from noncontrolling interests, (iii) $55.1 million less cash used to repurchase Common Shares, and (iv) $40.9 million more cash provided from net borrowings. These sources of cash were partially offset by $69.8 million more cash used in distributions to noncontrolling interests and $5.0 million more cash used in dividends paid to Common Shareholders. 46 CONTRACTUAL OBLIGATIONS The following table summarizes: (i) principal and interest obligations under mortgage and other notes, (ii) rents due under non-cancelable operating and capital leases, which includes ground leases at seven of our properties and the lease for our corporate office and (iii) construction commitments as of December 31, 2019 (in millions): Contractual Obligations Principal obligations on debt Interest obligations on debt Lease obligations Construction commitments (a) Total Total 1,717.9 $ 207.4 346.9 41.1 2,313.3 $ $ $ Payments Due by Period 1 to 3 Years Less than 1 Year 3 to 5 Years More than 5 Years 437.3 $ 63.1 7.0 41.1 548.5 $ 455.2 $ 78.1 13.7 — 547.0 $ 627.5 $ 37.4 13.8 — 678.7 $ 197.9 28.8 312.4 — 539.1 (a) In conjunction with the development of our Core Portfolio and Fund properties, we have entered into construction commitments with general contractors. We intend to fund these requirements with existing liquidity. OFF-BALANCE SHEET ARRANGEMENTS We have the following investments made through joint ventures for the purpose of investing in operating properties. We account for these investments using the equity method of accounting. As such, our financial statements reflect our investment and our share of income and loss from, but not the individual assets and liabilities, of these joint ventures. See Note 4 in the Notes to Consolidated Financial Statements, for a discussion of our unconsolidated investments. The Operating Partnership’s pro-rata share of unconsolidated non-recourse debt related to those investments is as follows (dollars in millions): Investment 650 Bald Hill Road Eden Square Promenade at Manassas 3104 M Street Family Center at Riverdale Gotham Plaza Renaissance Portfolio Crossroads Tri-City Plaza Frederick Crossing Frederick County Square 840 N. Michigan Georgetown Portfolio Total Operating Partnership December 31, 2019 Ownership Percentage Pro-rata Share of Mortgage Debt Effective Interest Rate (a) Maturity Date 20.8% $ 22.8% 22.8% 20.0% 18.0% 49.0% 20.0% 49.0% 18.1% 18.1% 18.1% 88.4% 50.0% $ 3.5 5.5 5.9 0.9 5.8 9.5 32.0 31.8 5.5 4.4 2.7 65.0 8.1 180.6 4.35% 3.00% 3.45% 5.25% 3.40% 3.30% 3.40% 3.94% 3.09% 3.26% 4.00% 4.36% 4.72% Apr 2020 Jun 2020 Dec 2021 Dec 2021 May 2022 Jun 2023 Aug 2023 Oct 2024 Oct 2024 Dec 2024 Jan 2025 Feb 2025 Dec 2027 (a) Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect at December 31, 2019, where applicable. 47 CRITICAL ACCOUNTING POLICIES Management’s discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the significant judgments and estimates used by us in the preparation of our Consolidated Financial Statements. Valuation of Properties On a quarterly basis, we review the carrying value of properties held for use and for sale as well as our development properties. We perform an impairment analysis by calculating and reviewing net operating income on a property-by-property basis. We evaluate leasing projections and perform other analyses to conclude whether an asset is impaired. We record impairment losses and reduce the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where 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. See Note 8 of the Notes to the Consolidated Financial Statements for a discussion of impairments recognized during the periods presented. Investments in and Advances to Unconsolidated Joint Ventures We periodically review our investment in unconsolidated joint ventures for other than temporary declines in market value. An impairment charge is recorded for a decline that is considered to be other-than-temporary as a reduction in the carrying value of the investment. No impairment charges related to our investment in unconsolidated joint ventures were recognized for the years ended December 31, 2019, 2018 and 2017. Bad Debts We assess the collectability of our accounts receivable related to tenant revenues. We first apply the guidance under ASC Topic 842 “Leases” (“ASC 842”) in assessing our rents receivable: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this initial assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable. Rents receivable at December 31, 2019 and 2018 are shown net of an allowance for doubtful accounts of $11.4 million and $7.9 million, respectively. 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. Real Estate Real estate assets are stated at cost less accumulated depreciation. Expenditures for acquisition, development, construction 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 property expansion and development. Depreciation is computed on the straight-line basis over estimated useful lives of 40 years for buildings, the shorter of the useful life or lease term for tenant improvements and five years for furniture, fixtures and equipment. Expenditures for maintenance and repairs are charged to operations as incurred. Upon acquisitions of real estate, we assess 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 customer relationships) and acquired liabilities in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations” and ASC Topic 350 “Intangibles – Goodwill and Other,” and allocate purchase price based on these assessments. When acquisitions of properties do not meet the criteria for business combinations, as is the case for the majority of the Company’s acquisitions, no goodwill is recorded and acquisition costs are capitalized. We assess 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. 48 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 non-cancelable term of the respective leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the tenant. Percentage rent is recognized in the period when the tenants’ sales breakpoint is met. In addition, leases typically provide for the reimbursement to us of real estate taxes, insurance and other property operating expenses. These reimbursements are recognized as revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues as described under the heading “Bad Debts” above. Structured Financings Real estate notes receivable investments and preferred equity investments (“Structured Financings”) are intended to be held to maturity and are carried at cost. Interest income from Structured Financings is recognized on the effective interest method over the expected life of the loan. Under the effective interest method, interest or fees to be collected at the origination of the Structured Financing investment is recognized over the term of the loan as an adjustment to yield. Allowances for Structured Financing investments are established based upon management’s quarterly review of the investments. In performing this review, management considers the estimated net recoverable value of the investment as well as other factors, including the fair value of any collateral, the amount and status of any senior debt, and the prospects for the borrower. Because this determination is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized from the Structured Financings may differ materially from the carrying value at the balance sheet date. Interest income recognition is generally suspended for investments when, in the opinion of management, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the suspended investment becomes contractually current and performance is demonstrated to be resumed. Recently Issued Accounting Pronouncements Reference is made to Note 1 for information about recently issued and recently adopted accounting pronouncements. 49 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Information as of December 31, 2019 Our primary market risk exposure is to changes in interest rates related to our mortgage and other debt. See Note 7 in the Notes to Consolidated Financial Statements, for certain quantitative details related to our mortgage and other debt. Currently, we manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements. As of December 31, 2019, we had total mortgage and other notes payable of $1,717.9 million, excluding the unamortized premium of $0.7 million and unamortized debt issuance costs of $10.4 million, of which $1,403.3 million, or 81.7% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $314.6 million, or 18.3%, was variable-rate based upon LIBOR rates plus certain spreads. As of December 31, 2019, we were party to 40 interest rate swap and four interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $948.8 million and $143.3 million of LIBOR-based variable-rate debt, respectively. The following table sets forth information as of December 31, 2019 concerning our long-term debt obligations, including principal cash flows by scheduled maturity and weighted average interest rates of maturing amounts (dollars in millions): Core Consolidated Mortgage and Other Debt Year 2020 2021 2022 2023 2024 Thereafter Fund Consolidated Mortgage and Other Debt Year 2020 2021 2022 2023 2024 Thereafter Scheduled Amortization Maturities Total Weighted-Average Interest Rate 3.3 $ 3.5 3.6 2.9 2.6 13.1 29.0 $ 26.3 $ — 60.8 367.9 7.3 177.2 639.5 $ 29.6 3.5 64.4 370.8 9.9 190.3 668.5 6.0% —% 3.0% 3.0% 4.7% 3.8% Scheduled Amortization Maturities Total Weighted-Average Interest Rate 2.5 $ 2.8 3.1 3.7 2.5 0.3 14.9 $ 405.3 $ 281.5 100.0 40.9 199.5 7.3 1,034.5 $ 407.8 284.3 103.1 44.6 202.0 7.6 1,049.4 4.4% 4.0% 3.9% 3.2% 3.5% 3.6% $ $ $ $ Mortgage Debt in Unconsolidated Partnerships (at our Pro-Rata Share) Year 2020 2021 2022 2023 2024 Thereafter Scheduled Amortization Maturities Total Weighted-Average Interest Rate 8.9 $ 6.7 5.8 40.6 38.2 73.9 174.1 $ 10.1 7.9 7.0 41.8 39.1 74.7 180.6 4.0% 3.7% 3.4% 3.4% 3.8% 4.4% $ $ 1.2 $ 1.2 1.2 1.2 0.9 0.8 6.5 $ 50 In 2020, $437.3 million of our total consolidated debt and $10.1 million of our pro-rata share of unconsolidated outstanding debt will become due, substantially all of which is Fund debt including $121.5 million of debt with available one-year extension options and $240.0 million at Fund II for which the Company is actively seeking refinancing. In addition, $287.7 million of our total consolidated debt and $7.9 million of our pro-rata share of unconsolidated debt will become due in 2021. As we intend 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 approximately $7.4 million annually if the interest rate on the refinanced debt increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.8 million. Interest expense on our variable-rate debt of $314.6 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2019, would increase $3.1 million if LIBOR increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $0.3 million. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms 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, 2019, the fair value of our total consolidated outstanding debt would decrease by approximately $11.5 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 $13.6 million. As of December 31, 2019, and 2018, we had consolidated notes receivable of $114.9 million and $111.8 million, respectively. We determined the estimated fair value of our notes receivable by discounting future cash receipts utilizing a discount rate equivalent to the rate at which similar notes receivable would be originated under conditions then existing. Based on our outstanding notes receivable balances as of December 31, 2019, the fair value of our total outstanding notes receivable would decrease by approximately $1.1 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding notes receivable would increase by approximately $1.1 million. Summarized Information as of December 31, 2018 As of December 31, 2018, we had total mortgage and other notes payable of $1,560.3 million, excluding the unamortized premium of $0.8 million and unamortized debt issuance costs of $10.5 million, of which $1,001.7 million, or 64.2% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $558.7 million, or 35.8%, was variable-rate based upon LIBOR or Prime rates plus certain spreads. As of December 31, 2018, we were party to 29 interest rate swap and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $609.9 million and $143.8 million of LIBOR-based variable-rate debt, respectively. Interest expense on our variable-rate debt of $558.7 million as of December 31, 2018, would have increased $5.6 million if LIBOR increased by 100 basis points. Based on our outstanding debt balances as of December 31, 2018, the fair value of our total outstanding debt would have decreased by approximately $13.5 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would have increased by approximately $14.7 million. Changes in Market Risk Exposures from December 31, 2018 to December 31, 2019 Our interest rate risk exposure from December 31, 2018, to December 31, 2019, has decreased on an absolute basis, as the $558.7 million of variable-rate debt as of December 31, 2018, has decreased to $314.6 million as of December 31, 2019. As a percentage of our overall debt, our interest rate risk exposure has decreased as our variable-rate debt accounted for 35.8% of our consolidated debt as of December 31, 2018 compared to 18.3% as of December 31, 2019. 51 ITEM 8. FINANCIAL STATEMENTS. ACADIA REALTY TRUST AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2019 and 2018 Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017 Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 Notes to Consolidated Financial Statements Financial Statement Schedules: Schedule II – Valuation and Qualifying Accounts Schedule III – Real Estate and Accumulated Depreciation Schedule IV – Mortgage Loans on Real Estate Page 53 55 56 57 58 59 61 105 106 112 52 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees of Acadia Realty Trust Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Acadia Realty Trust (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019 and the related notes and financial statement schedules listed in the index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 20, 2020, expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Purchase price allocation As described in note 2 to the consolidated financial statements, during the year ended December 31, 2019, the Company acquired approximately $334 million of tangible and intangible real estate assets and $10 million of related intangible liabilities. The Company allocates the purchase price of real estate investments to the identifiable assets and liabilities acquired based on their relative fair values. The determination of fair value requires significant judgment by management and third-party valuation specialists to develop significant estimates and market-based assumptions used in the cash flow models. We identified the purchase price allocation process as a critical audit matter. Auditing management’s judgments regarding market-based assumptions used in the discounted cash flow models including the forecasts of future revenue and operating expense growth rates, market capitalization rates and discount rates involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed. 53 The primary procedures we performed to address this critical audit matter included: • Testing the design and operating effectiveness of certain controls relating to management’s purchase price allocation process including controls over assessment of the reasonableness of market-based assumptions. • Assessing the reasonableness of significant market-based assumptions through: (i) benchmarking against third-party market data, industry metrics, and reviewing relevant supporting documentation, and (ii) assessing whether such assumptions were consistent with evidence obtained in other areas of the audit. • Utilizing personnel with specialized knowledge and skill in valuation to assist in evaluating the reasonableness of the methodologies, certain assumptions, and mathematical accuracy of the underlying models used in the preparation of the purchase price allocations. Assessment of impairment of real estate and real-estate related investments As described in note 2 to the consolidated financial statements, the Company’s net investment balance in real estate was $3.2 billion as of December 31, 2019. This represents the Company’s ownership interest in 186 properties. In addition, as described in notes 3 and 4 to the consolidated financial statements, the Company’s investments in unconsolidated affiliates and structured loan portfolio was $0.3 billion and $0.1 billion, respectively. During the year ended December 31, 2019, the Company recorded impairment charges of $1.7 million related to its real estate investments. The Company tests the recoverability of the real estate and real-estate related investments whenever events or changes in circumstances indicate that amounts may not be recoverable. Significant management’s judgment is involved in determining if impairment indicators exist, assessing investments for recoverability and measuring fair value of the real estate and real-estate related investments. We identified the assessment of impairment of the real estate and real-estate related investments as a critical audit matter due to the complexity of management’s judgments relating to: (i) assessment of impairment indicators, and (ii) assessment of inputs and assumptions used in the expected future cash flows to determine fair values of real estate investments. Auditing management’s judgments relating to the existence of impairment indicators and market-based assumptions used in the cash flow models including future revenue and operating expense growth rates, market capitalization rates, discount rates, and holding periods involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed. The primary procedures we performed to address this critical audit matter included: • • Testing the design and operating effectiveness of certain controls relating to: (i) assessment of the existence of impairment indicators, and (ii) assessment of real estate investments for recoverability and measurement of impairment including controls over the market-based assumptions used in the cash flow models. Testing the reasonableness of the significant market-based assumptions used in the cash flow models used by the Company against relevant supporting documentation and market-based information, industry metrics and other relevant information. • Assessing whether the financial forecasts used by the Company in the impairment analysis were consistent with those used to support other judgments in the financial statements. • Utilizing professionals with specialized skills and knowledge to assist in evaluating the reasonableness of the discount rates and certain other market-based information utilized by management. /s/ BDO USA, LLP We have served as the Company’s auditor since 2005. New York, New York February 20, 2020 54 ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share amounts) ASSETS Investments in real estate, at cost Operating real estate, net Real estate under development Net investments in real estate Notes receivable, net Investments in and advances to unconsolidated affiliates Other assets, net Cash and cash equivalents Restricted cash Rents receivable Total assets LIABILITIES Mortgage and other notes payable, net Unsecured notes payable, net Unsecured line of credit Accounts payable and other liabilities Dividends and distributions payable Distributions in excess of income from, and investments in, unconsolidated affiliates Total liabilities Commitments and contingencies EQUITY Acadia Shareholders' Equity Common shares, $0.001 par value, authorized 200,000,000 shares, issued and outstanding 87,050,465 and 81,557,472 shares, respectively Additional paid-in capital Accumulated other comprehensive (loss) income Distributions in excess of accumulated earnings Total Acadia shareholders’ equity Noncontrolling interests Total equity Total liabilities and equity December 31, 2019 (Unaudited) December 31, 2018 $ $ $ $ 3,355,913 $ 253,402 3,609,315 114,943 305,097 190,658 15,845 14,165 59,091 4,309,114 $ 1,170,076 $ 477,320 60,800 371,516 27,075 15,362 2,122,149 87 1,706,357 (31,175) (132,961) 1,542,308 644,657 2,186,965 4,309,114 $ 3,160,851 120,297 3,281,148 111,775 262,410 206,408 21,268 13,580 62,191 3,958,780 1,017,288 533,257 — 286,072 24,593 15,623 1,876,833 82 1,548,603 516 (89,696) 1,459,505 622,442 2,081,947 3,958,780 The accompanying notes are an integral part of these consolidated financial statements 55 ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2018 2019 2017 $ 291,190 $ 4,137 295,327 254,508 $ 5,173 259,681 (in thousands except per share amounts) Revenues Rental income Other Total revenues Operating expenses Depreciation and amortization General and administrative Real estate taxes Property operating Impairment charges Other operating Total operating expenses Gain on disposition of properties Operating income Equity in earnings of unconsolidated affiliates inclusive of gain on disposition of properties of $0, $0 and $15,336, respectively Interest income Other income Interest expense Income (loss) from continuing operations before income taxes Income tax provision Net income (loss) Net loss (income) attributable to noncontrolling interests Net income attributable to Acadia Basic and diluted earnings per share $ $ 125,443 35,416 39,315 51,153 1,721 — 253,048 30,324 72,603 8,922 7,988 6,947 (73,788) 22,672 (1,468) 21,204 31,841 53,045 $ 117,549 34,343 36,712 42,679 — 857 232,140 5,140 32,681 9,302 13,231 — (69,978) (14,764) (934) (15,698) 47,137 31,439 $ 242,138 6,414 248,552 104,934 33,756 35,946 39,958 14,455 2,184 231,233 48,886 66,205 23,371 29,143 5,571 (58,978) 65,312 (1,004) 64,308 (2,838) 61,470 0.62 $ 0.38 $ 0.73 The accompanying notes are an integral part of these consolidated financial statements 56 ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Net income (loss) Other comprehensive (loss) income: Unrealized (loss) income on valuation of swap agreements Reclassification of realized interest on swap agreements Other comprehensive (loss) income Comprehensive (loss) income Comprehensive loss (income) attributable to noncontrolling interests Comprehensive income attributable to Acadia Year Ended December 31, 2018 2019 2017 $ 21,204 $ (15,698) $ 64,308 (35,674) (872) (36,546) (15,342) 36,696 21,354 $ (2,659) 71 (2,588) (18,286) 47,627 29,341 $ 634 3,317 3,951 68,259 (3,377) 64,882 $ The accompanying notes are an integral part of these consolidated financial statements. 57 ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2019, 2018 and 2017 Acadia Shareholders (in thousands, except per share amounts) Balance at January 1, 2019 Conversion of OP Units to Common Shares by limited partners of the Operating Partnership Issuance of Common Shares Dividends/distributions declared ($1.13 per Common Share/OP Unit) Employee and trustee stock compensation, net Noncontrolling interest distributions Noncontrolling interest contributions Comprehensive (loss) income Reallocation of noncontrolling interests Balance at December 31, 2019 Balance at January 1, 2018 Conversion of OP Units to Common Shares by limited partners of the Operating Partnership Repurchase of Common Shares Dividends/distributions declared ($1.09 per Common Share/OP Unit) Employee and trustee stock compensation, net Noncontrolling interest distributions Noncontrolling interest contributions Comprehensive income (loss) Reallocation of noncontrolling interests Balance at December 31, 2018 Balance at January 1, 2017 Conversion of OP Units to Common Shares by limited partners of the Operating Partnership Dividends/distributions declared ($1.05 per Common Share/OP Unit) Employee and trustee stock compensation, net Noncontrolling interest distributions Noncontrolling interest contributions Comprehensive income Reallocation of noncontrolling interests Balance at December 31, 2017 Share Amount Additional Paid-in Capital 82 $ 1,548,603 $ Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Accumulated Earnings Total Common Shareholders’ Equity 1,459,505 $ Noncontrolling Interests Total Equity 516 $ (89,696) $ 622,442 $ 2,081,947 — 5 — 5,104 145,493 — — — — 5,104 145,498 (5,104) — — 145,498 — — (96,310) (96,310) (7,124) (103,434) 546 — — — — — — — 6,611 — 87 $ 1,706,357 $ — — — (31,691) — (31,175) $ — — — 53,045 — (132,961) $ 546 — — 21,354 6,611 1,542,308 $ 10,411 (94,289) 161,628 (36,696) (6,611) 10,957 (94,289) 161,628 (15,342) — 644,657 $ 2,186,965 Common Shares 81,557 $ 308 5,164 — 21 — — — — 87,050 $ 83,708 $ 84 $ 1,596,514 $ 2,614 $ (32,013) $ 1,567,199 $ 648,440 $ 2,215,639 117 (2,294) — 26 — — — — 81,557 $ — (2) — 2,068 (55,109) — — — — 2,068 (55,111) (2,068) — — (55,111) — — (89,122) (89,122) (6,888) (96,010) 574 — — — — — — — 4,556 — 82 $ 1,548,603 $ — — — (2,098) — 516 $ — — — 31,439 — (89,696) $ 574 — — 29,341 4,556 1,459,505 $ 12,374 (24,793) 47,560 (47,627) (4,556) 12,948 (24,793) 47,560 (18,286) — 622,442 $ 2,081,947 83,598 $ 84 $ 1,594,926 $ (798) $ (5,635) $ 1,588,577 $ 589,548 $ 2,178,125 87 — 23 — — — — 83,708 $ — 1,541 — — 1,541 (1,541) — — — — (87,848) (87,848) (6,453) (94,301) 698 — — — — — — — — (651) 84 $ 1,596,514 $ — — — 3,412 — 2,614 $ — — — 61,470 — (32,013) $ 698 — — 64,882 (651) 1,567,199 $ 10,457 (32,805) 85,206 3,377 651 11,155 (32,805) 85,206 68,259 — 648,440 $ 2,215,639 The accompanying notes are an integral part of these consolidated financial statements. 58 ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Year Ended December 31, 2018 2019 2017 $ 21,204 $ (15,698) $ 64,308 Depreciation and amortization Distributions of operating income from unconsolidated affiliates Equity in earnings and gains of unconsolidated affiliates Stock compensation expense Amortization of financing costs Impairment charge Gain on disposition of properties Gain on change in control Deferred gain on tax credits Other, net Changes in assets and liabilities: Other liabilities Prepaid expenses and other assets Rents receivable, net Accounts payable and accrued expenses Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of real estate Acquisition of leasehold interests Development, construction and property improvement costs Issuance of or advances on notes receivable Proceeds from the disposition of properties, net Investments in and advances to unconsolidated affiliates and other Return of capital from unconsolidated affiliates and other Proceeds from notes receivable Return of deposits for properties under contract Payment of deferred leasing costs Change in control of previously unconsolidated affiliate Net cash (used in) provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on mortgage and other notes Principal payments on unsecured debt Proceeds received on mortgage and other notes Proceeds from unsecured debt Payments of finance lease obligations Repurchase of Common Shares Proceeds from the sale of Common Shares, net Capital contributions from noncontrolling interests Distributions to noncontrolling interests Dividends paid to Common Shareholders Deferred financing and other costs Net cash provided by (used in) financing activities Decrease in cash and restricted cash Cash of $21,268, $74,823 and $71,805 and restricted cash of $13,580, $10,846 and $22,904, respectively, beginning of year Cash of $15,845, $21,268 and $74,823 and restricted cash of $14,165, $13,580 and $10,846, respectively, end of year 59 125,443 11,273 (8,922) 10,957 7,577 1,721 (30,324) — (5,034) (11,627) (4,466) 8,198 (455) 1,632 127,177 (319,673) (39,031) (89,270) (3,608) 88,738 (151,281) 105,999 15,250 2,870 (7,051) — (397,057) (168,211) (521,600) 326,268 526,400 (2,749) — 145,498 161,628 (101,370) (93,902) (6,920) 265,042 (4,838) 117,549 15,556 (9,302) 12,948 6,008 — (5,140) — — (11,768) 6,161 (7,168) (10,044) (3,026) 96,076 (147,985) — (94,834) (3,002) 63,866 (3,161) 26,338 26,000 1,692 (6,106) 573 (136,619) (81,726) (632,300) 187,173 648,800 — (55,111) — 47,560 (31,568) (88,887) (4,219) (10,278) (50,821) 104,934 15,556 (23,371) 11,155 5,985 14,455 (48,886) (5,571) — (10,621) (4,285) (6,498) (11,274) 8,768 114,655 (200,429) — (108,142) (10,600) 260,711 (6,535) 43,684 32,000 (2,000) (5,202) 576 4,063 (306,119) (277,134) 156,344 359,625 — — — 85,206 (39,942) (99,527) (6,211) (127,758) (9,040) 34,848 85,669 94,709 $ 30,010 $ 34,848 $ 85,669 ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued (in thousands) Supplemental disclosure of cash flow information Cash paid during the period for interest, net of capitalized interest of $12,586 and $5,625 and $13,509 respectively Cash paid for income taxes, net of refunds $ $ Supplemental disclosure of non-cash investing activities Assumption of accounts payable and accrued expenses through acquisition of real estate Right-of-use assets, finance leases obtained in exchange for finance lease liabilities Right-of-use assets, finance leases obtained in exchange for assets under capital lease Right-of-use assets, operating leases obtained in exchange for operating lease liabilities Capital lease obligation exchanged for finance lease liability Note receivable exchanged for sale of real estate Other liabilities exchanged for operating lease liabilities Assumption of debt through investments in unconsolidated affiliates Acquisition of undivided interest in a property through conversion of notes receivable Acquisition of real estate through conversion of note receivable $ $ $ $ $ $ $ $ $ $ Change in control of previously unconsolidated (consolidated) investment (Increase) decrease in real estate Decrease (increase) in investments in and advances to unconsolidated affiliates Change in other assets and liabilities Decrease in right-of-use assets, finance leases Decrease in finance lease liability Decrease in notes receivable Gain on change in control Increase in cash and restricted cash upon change of control $ $ Year Ended December 31, 2018 2019 2017 53,586 $ 730 $ 61,832 1,227 4,666 $ 2,597 16,349 $ 76,965 $ 57,165 $ 71,111 $ 13,530 $ 946 $ 4,688 $ — $ — $ 828 $ (1,189) 12 11,051 (10,702) — — — $ — — — — — — — 22,201 — (31,836) 35,881 (3,472) — — — — 573 $ $ $ $ $ $ $ $ $ $ $ $ $ 49,942 875 2,173 — — — — — — 60,695 9,142 (39,322) 4,159 (1,842) — — 32,010 5,571 576 The accompanying notes are an integral part of these consolidated financial statements. 60 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Organization Acadia Realty Trust (collectively with its subsidiaries, the “Company”) is a fully-integrated equity real estate investment trust (“REIT”) focused on the ownership, acquisition, development, and management of retail properties located primarily in high-barrier-to-entry, supply- constrained, densely-populated metropolitan areas in the United States. All of the Company’s assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. As of December 31, 2019 and 2018, the Company controlled approximately 95% and 94% of the Operating Partnership as the sole general partner and is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest (“Common OP Units” or “Preferred OP Units”) and employees who have been awarded restricted Common OP Units (“LTIP Units”) as long-term incentive compensation (Note 13). Limited partners holding Common OP and LTIP Units are generally entitled to exchange their units on a one-for-one basis for common shares of beneficial interest of the Company (“Common Shares”). This structure is referred to as an umbrella partnership REIT or “UPREIT.” As of December 31, 2019, the Company has ownership interests in 129 properties within its core portfolio, which consist of those properties either 100% owned, or partially owned through joint venture interests, by the Operating Partnership, or subsidiaries thereof, not including those properties owned through its funds (“Core Portfolio”). The Company also has ownership interests in 57 properties within its opportunity funds, Acadia Strategic Opportunity Fund II, LLC (“Fund II”), Acadia Strategic Opportunity Fund III LLC (“Fund III”), Acadia Strategic Opportunity Fund IV LLC (“Fund IV”), and Acadia Strategic Opportunity Fund V LLC (“Fund V” and collectively with Fund II, Fund III, and Fund IV, the “Funds”). The 186 Core Portfolio and Fund properties primarily consist of street and urban retail, and suburban shopping centers. In addition, the Company, together with the investors in the Funds, invested in operating companies through Acadia Mervyn Investors I, LLC (“Mervyns I,” which was liquidated in 2018) and Acadia Mervyn Investors II, LLC (“Mervyns II”), all on a non-recourse basis. The Company consolidates the Funds as it has (i) the power to direct the activities that most significantly impact the Funds’ economic performance, (ii) is obligated to absorb the Funds’ losses and (iii) has the right to receive benefits from the Funds that could potentially be significant. The Operating Partnership is the sole general partner or managing member of the Funds and Mervyns II and earns fees or priority distributions for asset management, property management, construction, development, leasing, and legal services. Cash flows from the Funds and Mervyns II are distributed pro-rata to their respective partners and members (including the Operating Partnership) until each receives a certain cumulative return (“Preferred Return”) and the return of all capital contributions. Thereafter, remaining cash flow is distributed 20% to the Operating Partnership (“Promote”) and 80% to the partners or members (including the Operating Partnership). All transactions between the Funds and the Operating Partnership have been eliminated in consolidation. The following table summarizes the general terms and Operating Partnership’s equity interests in the Funds and Mervyns II (dollars in millions): Entity Fund II and Mervyns II (c) Fund III Fund IV Fund V Formation Date 6/2004 5/2007 5/2012 8/2016 Operating Partnership Share of Capital Capital Called as of December 31, 2019 (b) Unfunded Commitment (b) Equity Interest Held By Operating Partnership (a) Preferred Return Total Distributions as of December 31, 2019 (b) 28.33% $ 24.54% 23.12% 20.10% 347.1 $ 436.4 438.1 213.3 15.0 13.6 91.9 306.7 28.33% 24.54% 23.12% 20.10% 8% $ 6% 6% 6% 146.6 568.8 193.1 11.1 (a) Amount represents the current economic ownership at December 31, 2019, which could differ from the stated legal ownership based upon the cumulative preferred returns of the respective Fund. (b) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests’ shares. 61 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (c) During April 2018, a distribution of $15.0 million was made to the Fund II investors, including $4.3 million to the Operating Partnership. This amount remains subject to re- contribution to Fund II until April 2021. Basis of Presentation Segments At December 31, 2019, the Company had three reportable operating segments: Core Portfolio, Funds and Structured Financing. The Company’s chief operating decision maker may review operational and financial data on a property-level basis and does not differentiate properties on a geographical basis for purposes of allocating resources or capital. Principles of Consolidation The consolidated financial statements include the consolidated accounts of the Company and its investments in partnerships and limited liability companies in which the Company has control in accordance with FASB Accounting Standards Codification Topic 810 “Consolidation.” The ownership interests of other investors in these entities are recorded as noncontrolling interests. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities for which the Company has the ability to exercise significant influence over, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or losses) of these entities are included in consolidated net income. Use of Estimates GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the consolidated 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 notes receivable and rents receivable. Application of these estimates and assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Reclassifications Certain prior year amounts with regard to gains on dispositions of properties and credit losses have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported results of operations. Summary of Significant Accounting Policies Real Estate Land, buildings, and personal property are carried at cost less accumulated depreciation. Improvements and significant renovations that extend the useful life of the properties are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Real estate under development includes costs for significant property expansion and development. Depreciation is computed on the straight-line basis over estimated useful lives of the assets as follows: Buildings and improvements Useful lives of 40 years for buildings and 15 years for improvements Furniture and fixtures Useful lives, ranging from five years to 20 years Tenant improvements Shorter of economic life or lease terms Purchase Accounting – Upon acquisitions of real estate, the Company assesses the fair value of acquired assets and assumed liabilities (including land, buildings and improvements, and identified intangibles such as above- and below-market leases and acquired in-place leases and customer relationships) and acquired liabilities in accordance with ASC Topic 805, “Business Combinations” and ASC Topic 350 “Intangibles – Goodwill and Other,” and allocates the acquisition price based on these assessments. When acquisitions of properties do not meet the criteria for business combinations, no goodwill is recorded and acquisition costs are capitalized. The Company assesses fair value of its tangible assets acquired and assumed liabilities based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information at the measurement period. Estimates of future cash flows are 62 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. In determining the value of above- and below-market leases, the Company estimates the present value difference between contractual rent obligations and estimated market rate of leases at the time of the transaction. To the extent there were fixed-rate options at below-market rental rates, the Company included these along with the current term below-market rent in arriving at the fair value of the acquired leases. The discounted difference between contract and market rents is being amortized to rental income over the remaining applicable lease term, inclusive of any option periods. In determining the value of acquired in-place leases and customer relationships, the Company considers market conditions at the time of the transaction and values the costs to execute similar leases during the expected lease-up period from vacancy to existing occupancy, including carrying costs. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off. The Company estimates the value of any assumption of mortgage debt based on market conditions at the time of acquisitions including prevailing interest rates, terms and ability to obtain financing for a similar asset. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument. Real Estate Under Development – The Company capitalizes certain costs related to the development of real estate. Interest and real estate taxes incurred during the period of the construction, expansion or development of real estate are capitalized and depreciated over the estimated useful life of the building. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants, but no later than one year from the completion of major construction activity at which time the project is placed in service and depreciation commences. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed. Real Estate Impairment – The Company reviews its real estate and real estate under development for impairment when there is an event or a change in circumstances that indicates that the carrying amount may not be recoverable. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying costs to fair value. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. If an impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. See Note 8 for information about impairment charges incurred during the periods presented. Dispositions of Real Estate – The Company recognizes property sales in accordance with ASC Topic 970 “Real Estate.” Sales of real estate include the sale of land, operating properties and investments in real estate joint ventures. Beginning January 1, 2018, gains on sale of investment properties are recognized, and the related real estate derecognized, when the Company has satisfied its performance obligations by transferring control of the property. Typically, the timing of payment and satisfaction of performance obligations occur simultaneously on the disposition date upon transfer of the property’s ownership. Prior to January 1, 2018, gains from dispositions were recognized under the full accrual or partial sales method provided that various criteria relating to terms of sales and subsequent involvement by the Company with the asset sold are met. Real Estate Held for Sale – The Company generally considers assets to be held for sale when it has entered into a contract to sell the property, all material due diligence requirements have been satisfied, and management believes it is probable that the disposition will occur within one year. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell. Notes Receivable Notes receivable include certain loans that are held for investment and are collateralized by real estate-related investments and may be subordinate to other senior loans. Notes receivable are recorded at stated principal amounts or at initial investment less accretive yield for loans purchased at a discount, which is accreted over the life of the note. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. The Company evaluates the collectability of both principal and interest based upon an assessment of the underlying collateral value to determine whether it is impaired. A reserve is recorded when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual 63 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS terms. The amount of the reserve is calculated by comparing the recorded investment to the value of the underlying collateral. As the underlying collateral for a majority of the notes receivable is real estate-related investments, the same valuation techniques are used to value the collateral as those used to determine the fair value of real estate investments for impairment purposes. Given the small number of notes outstanding, the Company does not provide for an additional reserve based on the grouping of loans, as the Company believes the characteristics of its notes are not sufficiently similar to allow an evaluation of these notes as a group for a possible loan loss allowance. As such, all of the Company’s notes are evaluated individually for this purpose. Interest income on performing notes is accrued as earned. A note is placed on non-accrual status when, based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the existing contractual terms. Recognition of interest income on an accrual basis on non-performing notes is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms. Investments in and Advances to Unconsolidated Joint Ventures Some of the Company’s joint ventures obtain non-recourse third-party financing on their property investments, contractually limiting the Company’s exposure to losses. The Company recognizes income for distributions in excess of its investment where there is no recourse to the Company and no intention or obligation to contribute additional capital. For investments in which there is recourse to the Company or an obligation or intention to contribute additional capital exists, distributions in excess of the investment are recorded as a liability. When characterizing distributions from equity investees within the Company's consolidated statements of cash flows, all distributions received are first applied as returns on investment to the extent there are cumulative earnings related to the respective investment and are classified as cash inflows from operating activities. If cumulative distributions are in excess of cumulative earnings, distributions are considered return of investment. In such cases, the distribution is classified as cash inflows from investing activities. To the extent that the Company’s carrying basis in an unconsolidated affiliate is different from the basis reflected at the joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of investments in unconsolidated affiliates the joint venture. The Company periodically reviews its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment, is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. During the periods presented there were no impairment charges related to the Company’s investments in unconsolidated joint ventures. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed the limits insured by the Federal Deposit Insurance Corporation. Restricted Cash Restricted cash consists principally of cash held for real estate taxes, construction costs, property maintenance, insurance, minimum occupancy and property operating income requirements at specific properties as required by certain loan agreements. Deferred Costs External fees and costs paid in the successful negotiation of leases are deferred and amortized on a straight-line basis over the terms of the respective leases. External fees and costs incurred in connection with obtaining financing are deferred and amortized as a component of interest expense over the term of the related debt obligation on a straight-line basis, which approximates the effective interest method. Effective January 1, 2019, internal leasing costs are no longer being capitalized as discussed further below under ASU 2016-02. Derivative Instruments and Hedging Activities The Company measures derivative instruments at fair value and records them as assets or liabilities, depending on its rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and that qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive (loss) income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. 64 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Although the Company's derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the consolidated balance sheets. The Company does not use derivatives for trading or speculative purposes. For the periods presented, all of the Company's derivatives qualified and were designated as cash flow hedges, and none of its derivatives were deemed ineffective. Noncontrolling Interests Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s consolidated balance sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s consolidated statements of income. Noncontrolling interests also include amounts related to common and preferred OP Units issued to unrelated third parties in connection with certain property acquisitions. In addition, the Company periodically issues common OP Units and LTIPs to certain employees of the Company under its share-based incentive program. Unit holders generally have the right to redeem their units for Common Shares subject to blackout and other limitations. Common and restricted OP Units are included in the caption Noncontrolling interest within the equity section on the Company’s consolidated balance sheets. Revenue Recognition and Accounts Receivable Effective January 1, 2019, and as further described below, the Company accounts for its leases under ASC 842. Pursuant to ASC 842, the Company has made an accounting policy election to not separate the non-lease components from its leases, such as common area maintenance, and has accounted for each of its leases as a single lease component. In addition, the Company has elected to account only for those taxes that it pays on behalf of the tenant as reimbursable costs and will not account for those taxes paid directly by the tenant. Minimum rents from tenants are recognized using the straight-line method over the non-cancelable lease term of the respective leases. Lease termination fees are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease. As of December 31, 2019 and 2018, unbilled rents receivable relating to the straight-lining of rents of $48.4 million and $47.2 million, respectively, are included in Rents Receivable, net on the accompanying consolidated balance sheets. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the tenant. Percentage rent is recognized in the period when the tenants’ sales breakpoint is met. In addition, leases typically provide for the reimbursement to the Company of real estate taxes, insurance and other property operating expenses. These reimbursements are recognized as revenue in the period the related expenses are incurred. The Company assesses the collectability of its accounts receivable related to tenant revenues. With the adoption of ASC Topic 842, the Company will first apply the guidance under ASC 842 in assessing its rents receivable: if collection of rents under specific operating leases is not probable, then the Company recognizes the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this initial assessment is completed, the Company applies a general reserve, as provided under ASC 450-20, if applicable. Rents receivable at December 31, 2019 and 2018 are shown net of an allowance for doubtful accounts of $11.4 million and $7.9 million, respectively. Stock-Based Compensation Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. The Company recognizes these compensation costs for only those shares or units expected to vest on a straight-line or graded-vesting basis, as appropriate, over the requisite service period of the award. The Company includes stock-based compensation within general and administrative expense on the consolidated statements of income. 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 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 at least 90% of its REIT taxable income to its shareholders as well as comply with certain other income, asset and organizational requirements as defined in the Code. Accordingly, the Company is generally not subject to Federal corporate income tax to the extent that it distributes 100% of its REIT taxable income each year. In connection with the REIT Modernization Act, the Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to Federal and state income taxes on the income from these activities. 65 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Act was enacted in December 2017 and is generally effective for tax years beginning in 2018. This new legislation did not have a material adverse effect on the Company’s business and allows non-corporate shareholders to deduct a portion of the Company’s dividends. Although it may qualify for REIT status for federal income tax purposes, the Company is subject to state or local income or franchise taxes in certain jurisdictions in which some of its properties are located. In addition, taxable income from non-REIT activities managed through the Company’s TRS is fully subject to federal, state and local income taxes. The Company accounts for TRS income taxes under the liability method as required by ASC Topic 740, “Income Taxes.” Under the liability method, deferred income taxes are recognized for the temporary differences between the GAAP basis and tax basis of the TRS income, assets and liabilities. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. In 2019, the Company recorded valuation allowances to reduce deferred tax assets when it determined that an uncertainty existed regarding their realization, which increased the provision for income taxes. In making such determination, the Company considered all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carry- forwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is utilizing to manage its business. To the extent facts and circumstances change in the future, further adjustments to the valuation allowances may be required. Recently Adopted Accounting Pronouncements Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, will be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the former model, with the distinction between operating, sales-type and direct-financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard, ASC Topic 606, Revenue from Contracts with Customers (Topic 606). To ease the transition, the new lease accounting guidance permits companies to utilize certain practical expedients in their implementation of the new standard: • A package of three practical expedients that must be elected together for all leases and includes: (i) not reassessing expired or existing contracts as to whether they are or contain leases; (ii) not reassessing lease classification of existing leases and (iii) not reassessing the amount of capitalized initial direct costs for existing leases; • A practical expedient to use hindsight in determining the lease term or assessing purchase options for existing leases and in assessing impairment of right of use assets; Lessees may make an accounting policy election by class of underlying asset not to separate lease components from non-lease components; and Lessees may make an accounting policy election not to apply the recognition and measurement requirements to short-term leases. • • ASU 2016-02 was modified by the following subsequently issued ASU’s (together with ASU 2016-02, “Topic 842”), many of which provided additional transition practical expedients: • ASU 2018-01, Land Easements Practical Expedient for Transition to Topic 842 added a transition practical expedient to not reassess existing or expired land easement agreements not previously accounted for as leases; • ASU 2018-10, Codification Improvements to Topic 842, Leases. These amendments provide minor clarifications and corrections to ASU 2016-02 • ASU 2018-11, Leases (Topic 842): Targeted Improvements. o The amendments in this Update provide entities with an additional optional transition method to adopt ASU 2016-02. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting under this additional transition method for the comparative periods presented in the financial statements in which it adopts the new leases standard would continue to be in accordance with former GAAP (Topic 840, Leases). o The amendments in this Update also provide lessors with a practical expedient, by class of underlying asset, to make a policy election to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue 66 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS guidance (Topic 606). Conditions are required to elect the practical expedient, and if met, the single component will be accounted for under either under Topic 842 or Topic 606 depending on which component(s) are predominant. The lessor practical expedient to not separate non-lease components from the associated component must be elected for all existing and new leases. • ASU 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors. This ASU modifies ASU No. 2016-02 to permit lessors, as an accounting policy election, not to evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs. Instead, those lessors will account for those costs as if they are lessee costs. Consequently, a lessor making this election will exclude from the consideration in the contract and from variable payments not included in the consideration in the contract all collections from lessees of taxes within the scope of the election and will provide certain disclosures (includes sales, use, value added, and some excise taxes and excludes real estate taxes). ASU 2019-01, Leases (Topic 842), Codification Improvements. There are three codification updates to Topic 842 covered by this ASU: Issue 1 provides guidance on how to compute fair value of leased items for lessors who are non-dealers or manufacturers; Issue 2 relates to cash flow presentation for lessors of sales-type and direct financing leases; and Issue 3 clarifies that certain transition disclosures will only be required in annual disclosures. • Under the new leasing guidance, contract consideration shall be allocated to its lease components (such as the lease of retail properties) and non-lease components (such as maintenance). For lessors, any non-lease components will be accounted for under Topic 606 unless the entity elects the lessor practical expedient to not separate the non-lease components from the associated lease component as described above. The new guidance also includes a definition of initial direct costs that is narrower than the prior definition in former GAAP (Topic 840, Leases). Topic 842 was effective for the Company beginning January 1, 2019. The Company adopted Topic 842 effective January 1, 2019 utilizing the new transition method described in ASU 2018-11 and has availed itself of all the available practical expedients described above except it did not use hindsight in determining the lease term or assessing purchase options for existing leases and in assessing impairment of right of use assets. As lessor, the Company has more than 1,000 leases with retail tenants and to a lesser extent with office and residential tenants. A significant majority of its leases are on a triple-net basis. The impact of adoption of ASU 2016-02 for the Company as lessor was as follows effective January 1, 2019: • The Company has elected the lessor practical expedient to not separate common area maintenance from the associated lease for all existing and new leases and to account for the combined component as a single lease component. Common area maintenance is considered a non-lease component within the scope of Topic 606 and reimbursements of taxes and insurance are considered contractual payments that do not transfer a good or service to the tenant; however, such revenues related to leases, which were formerly reported as reimbursed expenses, have been reported within lease revenues in the presentation of the statement of income subsequent to the implementation of ASC 842. Prior year classifications under ASC 840 have been reclassified to conform to the current period presentation. • Due to its election of available practical expedients, the Company notes that post-adoption substantially all existing leases, and new • • • leases compared to similar existing leases, had no change in the timing of revenue recognition. The Company’s internal leasing costs have been expensed as incurred, as opposed to being capitalized and deferred. Commissions subsequent to successful lease execution will continue to be capitalized. After adoption, the Company no longer capitalizes internal leasing costs that were previously capitalized (the Company capitalized $1.7 million of internal leasing costs during the year ended December 31, 2018). The Company has existing easement arrangements that have not been previously identified as leases. The Company’s existing and similar future easement arrangements will not be classified as rental revenue but as other revenues as these arrangements do not transfer control to the counterparty. The Company has made a policy election to continue to account for only those taxes described under ASU 2018-20 that it pays on behalf of the tenant as reimbursable costs and will not account for those taxes paid directly by the lessee which are considered lessee costs. As lessee, the Company was party to 13 ground, office and equipment leases with future payment obligations aggregating approximately $203.1 million at December 31, 2018. The impact of adoption of ASU 2016-02 for the Company as lessee was as follows (Note 11): 67 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • • • As lessee, the Company has applied the following practical expedients in the implementation ASU 2016-02: (i) to not separate non- lease components from the associated lease component as described above and (ii) to not apply the right-of-use recognition requirements to short-term leases. As such, there were no changes in the timing of recognition of expenses related to its operating leases. The Company recognized right-of-use assets and lease liabilities of $11.9 million and $12.8 million, respectively, related to its operating leases. The Company reclassified its existing capital lease asset of $77.0 million and capital lease liability of $71.1 million to a right-of-use asset and a lease liability, respectively, pertaining to finance leases. Subsequent to the adoption of and in accordance with Topic 842, the Company reassessed the circumstances surrounding three of its operating ground leases and determined that it had made significant leasehold improvements and was now reasonably certain to exercise their purchase options. Accordingly, the Company reclassified the existing right-of-use assets and lease liabilities from operating leases to finance leases and adjusted the leases’ right-of-use assets and corresponding lease liabilities to $5.7 million and $5.7 million, respectively, to incorporate the present value of the purchase options, which totaled $4.7 million at January 1, 2019. • With the adoption of ASC Topic 842, the Company will first apply the guidance under ASC 842 in assessing its rents receivable: if collection of rents under specific operating leases is not probable, then the Company recognizes the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this initial assessment is completed, the Company may apply a general reserve, as provided under ASC 450-20, if applicable. • The Company did not record any cumulative effect of change in accounting principle upon the adoption of ASC Topic 842 as lessor or lessee. Consistent with the transition guidance under ASU 2018-11, all prior period disclosures remain in accordance with ASC Topic 840. Other Accounting Topics In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. These amendments provide financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recorded. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. The Company adopted this guidance effective January 1, 2019, which had no material effect on the Company’s financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share- Based Payment Accounting. These amendments provide specific guidance for transactions for acquiring goods and services from nonemployees and specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods beginning after December 15, 2020. Early adoption is permitted but not earlier than the adoption of Topic 606. The Company adopted this guidance effective January 1, 2019 and there was no impact on the Company’s consolidated financial statements as it has not historically issued share-based payments in exchange for goods or services to be consumed within its operations. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements. These amendments provide clarifications and corrections to certain ASC subtopics including the following: 220-10 (Income Statement - Reporting Comprehensive Income - Overall), 470-50 (Debt - Modifications and Extinguishments), 480-10 (Distinguishing Liabilities from Equity - Overall). Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance; however, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. For those amendments that were effective January 1, 2019 or earlier, there was no material effect on the Company’s financial statements. Recently Issued Accounting Pronouncements In April 2019, the FASB issued ASU No. 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which provides updates and clarifications to three previously-issued ASUs: 2016-01 Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities; 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, described further below and which the Company has not yet adopted; and 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which the Company early adopted effective January 1, 2018. The updates related to ASU 2016-13 (discussed below) have the same transition as ASU 2016-13 and are effective for periods beginning after December 15, 2019, with adoption 68 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS permitted after the issuance of ASU 2019-04. The updates related to ASU 2017-12 are effective for the Company on January 1, 2020. The updates related to ASU 2016-01 are effective for fiscal years beginning after December 15, 2019. In May 2019, the FASB issued ASU No. 2019-05 Financial Instruments — Credit Losses (Topic 326) which provides relief to certain entities adopting ASU 2016-13 (discussed below). The amendments accomplish those objectives by providing entities with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments, that are within the scope of Subtopic 326-20, upon adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. ASU 2019- 05 has the same transition as ASU 2016-13 and is effective for periods beginning after December 15, 2019, with adoption permitted after this update. The Company currently does not expect to utilize this election upon adoption of ASU 2016-13 (discussed below) because it does not currently have any significant held-to-maturity debt securities. In November 2018, the FASB issued ASU No. 2018-19 Codification Improvements to Topic 326, Financial Instruments — Credit Losses. This ASU modifies ASU 2016-13 (discussed below). The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20, Financial Instruments – Credit Losses – Measure at Amortized Cost. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2018-19 is effective for periods beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. As previously discussed, the Company accounts for its lease receivables utilizing the guidance of ASC 842 and does not expect to make any adjustments related to the implementation of ASU 2019-19. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses. ASU 2016-13 introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available- for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. ASU 2016-13 is effective for periods beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Retrospective adjustments shall be applied through a cumulative-effect adjustment to retained earnings. Upon implementation of ASU 2016-13 and other related guidance, the Company expects to record additional reserves related to its Structured Financing portfolio of loans receivable, but does not expect that these adjustments will be material to the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC 820. This guidance is effective for public companies in fiscal years beginning after December 15, 2019 with early adoption permitted. The Company will make the required updates to its fair value disclosures beginning with its 2020 interim reports. In August 2018, the FASB issued ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract to provide guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The ASU aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of such arrangements that are service contracts and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized. This ASU, which is effective for fiscal years beginning after December 15, 2019, has been early adopted by the Company effective January 1, 2019. As of December 31, 2019, the Company has capitalized and deferred approximately $0.2 million related to the ongoing implementation of two separate software applications for internal use pursuant to this new guidance. 69 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Real Estate The Company’s consolidated real estate is comprised of the following for the periods presented (in thousands): Land Buildings and improvements Tenant improvements Construction in progress Properties under capital lease (Note 11) Right-of-use assets - finance leases (Note 11) Right-of-use assets - operating leases (Note 11), net Total Less: Accumulated depreciation and amortization Operating real estate, net Real estate under development, at cost Net investments in real estate December 31, 2019 December 31, 2018 $ $ 756,297 $ 2,740,479 173,686 13,617 — 102,055 60,006 3,846,140 (490,227) 3,355,913 253,402 3,609,315 $ 710,469 2,594,828 151,154 44,092 76,965 — — 3,577,508 (416,657) 3,160,851 120,297 3,281,148 70 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Acquisitions and Conversions During the years ended December 31, 2019 and December 31, 2018, the Company acquired the following consolidated retail properties (dollars in thousands): Property and Location 2019 Acquisitions Core Soho Acquisitions - 41, 45, 47, 51 and 53 Greene Street - New York, NY (a) 849, 907 and 912 W. Armitage - Chicago, IL 8436-8452 Melrose Place - Los Angeles, CA Subtotal Core Fund V Palm Coast Landing - Palm Coast, FL Lincoln Commons - Lincoln, RI Landstown Commons - Virginia Beach, VA Subtotal Fund V Total 2019 Acquisitions 2018 Acquisitions and Conversions Core Bedford Green Land Parcel - Bedford Hills, NY Subtotal Core Fund IV Broughton Street Partners I - Savannah, GA (Conversion) (Note 4) Subtotal Fund IV Fund V Trussville Promenade - Trussville, AL Elk Grove Commons - Elk Grove, CA Hiram Pavilion - Hiram, GA Subtotal Fund V Total 2018 Acquisitions and Conversions Percent Acquired Date of Acquisition Purchase Price 100% 100% 100% Mar 15, 2019 Mar 27, 2019 May 29, 2019 Jul 30, 2019 Nov 8, 2019 Sep 11, 2019 Dec 11, 2019 Oct 25, 2019 $ 87,006 10,738 48,691 146,435 36,644 54,299 86,961 177,904 324,339 1,337 1,337 36,104 36,104 45,259 59,320 44,443 149,022 186,463 100% 100% 100% May 6, 2019 Jun 21, 2019 Aug 2, 2019 $ 100% Mar 23, 2018 $ 100% Oct 11, 2018 100% 100% 100% Feb 21, 2018 Jul 18, 2018 Oct 23, 2018 $ (a) The Soho Acquisitions are a collection of seven properties located in New York, NY with an aggregate purchase price of approximately $122.0 million under two separate contracts. One of the remaining properties was acquired in January 2020 (Note 17). The acquisition of the remaining property is expected to be finalized during 2020. No assurance can be given that the Company will successfully close on the remaining acquisitions under contract, which are subject to customary closing conditions. The 2019 Acquisitions and 2018 Acquisitions and Conversions were considered asset acquisitions based on accounting guidance effective as of January 1, 2018. For the years ended December 31, 2019 and 2018, the Company capitalized $2.6 million and $0.3 million of acquisition costs, respectively, of which $2.2 million related to the Core Portfolio and $0.4 million related to the Funds in 2019 and $0.3 million related to the Funds in 2018. No debt was assumed in any of the 2019 Acquisitions or 2018 Acquisitions or Conversions. 71 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Purchase Price Allocations The purchase prices for the 2019 Acquisitions and the 2018 Acquisitions and Conversions were allocated to the acquired assets and assumed liabilities based on their estimated fair values at the dates of acquisition. The following table summarizes the allocation of the purchase price of properties acquired during the years ended December 31, 2019 and 2018 (in thousands): Net Assets Acquired Land Buildings and improvements Acquisition-related intangible assets (Note 6) Acquisition-related intangible liabilities (Note 6) Net assets acquired Consideration Cash Liabilities assumed Existing interest in previously unconsolidated investment Total consideration Dispositions Year Ended December 31, 2019 Year Ended December 31, 2018 $ $ $ $ 78,263 $ 221,185 34,972 (10,081) 324,339 $ 319,673 $ 4,666 — 324,339 $ 38,086 129,586 26,693 (7,902) 186,463 147,985 2,597 35,881 186,463 During the years ended December 31, 2019 and 2018, the Company disposed of the following consolidated properties (in thousands): Property and Location 2019 Dispositions 3104 M Street - Washington, DC (Note 4) 210 Bowery - 3 Residential Condos - New York, NY JFK Plaza - Waterville, ME 3780-3858 Nostrand Avenue - New York, NY 938 W North Avenue - Chicago, IL Pacesetter Park - Pomona, NY Total 2019 Dispositions 2018 Dispositions Sherman Avenue - New York, NY Lake Montclair - Dumfries, VA 1861 Union Street - San Francisco, CA 210 Bowery - 4 Residential Condos - New York, NY Total 2018 Dispositions Owner Date Sold Sale Price Gain (Loss) on Sale Jan 24, 2019 $ May 17, 2019 Sep 23, 2019 Nov 7, 2019 Jul 24, 2019 Aug 22, 2019 Sep 27, 2019 Oct 28, 2019 $ 10,500 $ 2,014 8,826 7,800 27,650 32,000 22,550 109,326 $ (242) 2,075 2,562 7,144 16,771 30,324 Apr 17, 2018 $ Aug 27, 2018 Aug 29, 2018 Nov 30, 2018 Dec 10, 2018 Dec 17, 2018 Dec 21, 2018 $ 26,000 $ 22,450 6,000 33 2,923 2,184 12,050 66,500 $ — 5,140 Fund III Fund IV Fund IV Fund III Fund IV Core Fund II Fund IV Fund IV Fund IV 72 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The aggregate rental revenue, expenses and pre-tax income reported within continuing operations for the aforementioned consolidated properties that were sold during the years ended December 31, 2019, 2018 and 2017 were as follows (in thousands): Revenues Expenses Gain on disposition of properties Net income attributable to noncontrolling interests Net income attributable to Acadia Real Estate Under Development and Construction in Progress 2019 Year Ended December 31, 2018 2017 $ $ 7,295 $ (6,403) 30,324 (10,515) 20,701 $ 11,633 $ (10,084) 5,140 (4,742) 1,947 $ 23,617 (31,651) 48,886 (29,233) 11,619 Real estate under development represents the Company’s consolidated properties that have not yet been placed into service while undergoing substantial development or construction. Development activity for the Company’s consolidated properties comprised the following during the periods presented (dollars in thousands): December 31, 2018 Year Ended December 31, 2019 December 31, 2019 Core Fund II Fund III Fund IV Total Number of Properties Carrying Value 7,759 $ 1 $ 7,462 — 21,242 1 1 83,834 3 $ 120,297 $ Transfers In 57,342 $ — 12,313 47,689 117,344 $ Capitalized Costs Transfers Out Number of Properties Carrying Value 5,581 $ 3,241 2,685 14,073 25,580 $ 9,819 — — — 9,819 60,863 — $ 10,703 — 36,240 1 2 145,596 3 $ 253,402 The number of properties in the table above refers to projects comprising the entire property; however, certain projects represent a portion of a property. During the year ended December 31, 2019, the Company placed the following projects into development: • • • • a portion of City Center (Core) a portion of Cortlandt Crossing (Fund III) a portion of 110 University Place (Fund IV, Note 11) its 146 Geary Street property (Fund IV) During the year ended December 31, 2019, the Company placed one Core development project, 56 E. Walton, into service. Fund II amounts relate to the City Point Phase III project. Core Fund II Fund III Fund IV Total Number of Properties December 31, 2017 Carrying Value 21,897 $ 2 $ 4,908 — 63,939 2 1 82,958 5 $ 173,702 $ Year Ended 2018 Capitalized Costs December 31, 2018 Carrying Value Number of Properties Transfers In Transfers Out — $ — — — — $ 6,320 $ 2,554 36,117 876 45,867 $ 20,458 — 78,814 — 99,272 7,759 1 $ 7,462 — 21,242 1 1 83,834 3 $ 120,297 During the year ended December 31, 2018, the Company placed one Core development project into service and one Fund III development project into service. In addition to the consolidated projects noted above, the Company had one unconsolidated project in development at December 31, 2017, which it placed into service during the year ended December 31, 2018. 73 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Construction in progress pertains to construction activity at the Company’s operating properties that are in service and continue to operate during the construction period. 3. Notes Receivable, Net The Company’s notes receivable, net were generally collateralized either by the underlying properties or the borrower’s ownership interest in the entities that own the properties, and were as follows (dollars in thousands): Description Core Portfolio (a) Fund II Fund III Fund IV December 31, December 31, 2019 2018 Number $ 76,467 $ 33,170 5,306 — $ 114,943 $ 58,637 32,582 5,306 15,250 111,775 December 31, 2019 Maturity Date 5 Apr 2020 - Apr 2026 1 1 — 7 Dec 2020 Jul 2020 Feb 2021 Interest Rate 4.7% - 8.1% 1.75% 18.0% 15.3% (a) Includes two notes receivable from OP Unit holders, which are collateralized by their OP Units, with balances totaling $6.5 million at December 31, 2019 and $4.8 million at December 31, 2018. During the year ended December 31, 2019, the Company: • • • • • redeemed its $15.3 million Fund IV investment plus accrued interest of $10.0 million; provided seller financing to the buyer in the amount of $13.5 million with an effective interest rate of 5.1%, collateralized by Pacesetter Park, in connection with the sale of the property (Note 2); funded an additional $4.3 million on a Core note receivable from an OP Unit holder; increased the balance of a Fund II note receivable by the interest accrued of $0.4 million; stopped accruing interest on one Fund III loan, due to the estimated market value of the collateral. The note had $4.7 million of accrued interest at each of December 31, 2018 and December 31, 2019 and was guaranteed by a third party; extended the maturity for a Core note receivable to June 2, 2020; and • • modified one Core loan to defer $0.4 million of interest until maturity. Subsequent to modification, the first mortgage, which aggregated $20.8 million including accrued interest, was in default as of December 31, 2019. The Company believes that the collateral is sufficient to cover the outstanding principal and interest. During the year ended December 31, 2018, the Company: • • • • • exchanged $22.0 million of a Core note receivable plus accrued interest thereon of $0.3 million for an additional undivided interest in the Town Center property (Note 4); received full payment on $26.0 million of Core notes receivable plus accrued interest of $0.2 million; funded an additional $2.8 million to its existing $15.0 million Core note receivable and entered into an agreement to extend the maturity to April 1, 2020; advanced an additional $0.2 million on a Fund III note receivable; and increased the balance of a Fund II note receivable by the interest accrued of $0.8 million. The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company’s loan in relation to other debt secured by the collateral and the prospects of the borrower. Earnings from these notes and mortgages receivable are reported within the Company’s Structured Financing segment (Note 12). See Note 17 for information about investments subsequent to December 31, 2019. 74 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Investments in and Advances to Unconsolidated Affiliates The Company accounts for its investments in and advances to unconsolidated affiliates primarily under the equity method of accounting as it has the ability to exercise significant influence, but does not have financial or operating control over the investment, which is maintained by each of the unaffiliated partners who co-invest with the Company. The Company’s investments in and advances to unconsolidated affiliates consist of the following (dollars in thousands): Portfolio Core: Property Ownership Interest December 31, 2019 December 31, December 31, 2019 2018 840 N. Michigan (a) Renaissance Portfolio Gotham Plaza Town Center Georgetown Portfolio 1238 Wisconsin Avenue (a, b) Mervyns I & II: KLA/Mervyn's, LLC (c) Fund III: Fund IV: Fund V: Various: Core: Fund III Other Portfolio Self Storage Management (d) Broughton Street Portfolio (e) Fund IV Other Portfolio 650 Bald Hill Road Family Center at Riverdale (a) Tri-City Plaza Frederick County Acquisitions Due to Related Parties Other (f) Investments in and advances to unconsolidated affiliates 88.43% 20% 49% 75.22% 50% 80% 10.5% 94.23% 95% 50% 98.57% 90% 89.42% 90% 90% $ 61,260 $ 31,815 29,466 97,674 4,498 1,194 225,907 — 17 207 224 12,702 14,733 12,450 39,885 13,329 10,250 15,070 38,649 (1,902) 2,334 65,013 32,458 29,550 99,758 4,653 — 231,432 — 21 206 227 3,236 14,540 12,880 30,656 — — — — (461) 556 $ 305,097 $ 262,410 Crossroads (g) Distributions in excess of income from, and investments in, unconsolidated affiliates 49% $ 15,362 $ 15,623 $ 15,362 $ 15,623 (a) Represents a tenancy-in-common interest. (b) During November 2017 and March 2018, as discussed below, the Company increased its ownership in Town Center. (c) Distributions, discussed below, have exceeded the Company’s non-recourse investment, therefore the carrying value is zero. (d) Represents a variable interest entity for which the Company was determined not to be the primary beneficiary. (e) Also referred to as “BSP II” as discussed further below. The Company is entitled to a 15% return on its cumulative capital contribution which was $5.9 million and $3.0 million at December 31, 2019 and 2018, respectively. In addition, the Company is entitled to a 9% preferred return on a portion of its equity, which was $9.4 million and $2.8 million at December 31, 2019 and 2018, respectively. Includes cost-method investments in Albertson’s (Note 8), Storage Post, Fifth Wall (discussed below) and other investments. (f) (g) Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may be required to return distributions to fund future obligations of the entity. 75 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Core Portfolio 2019 Acquisitions of Unconsolidated Investments On January 24, 2019, the Renaissance Portfolio, in which the Company owns a 20% noncontrolling interest, acquired a 7,300 square foot property in Fund III’s 3104 M Street property located in Washington, D.C. for $10.7 million (Note 2) less the assumption of the outstanding mortgage of $4.7 million. On August 8, 2019, the Company invested $1.8 million in Fifth Wall Ventures Retail Fund, L.P. (“Fifth Wall”). During the fourth quarter 2019, the Company invested $0.1 million in Fifth Wall. Additionally, in November 2019, Fifth Wall distributed $0.2 million. The Company’s total commitment is $5.0 million. The Company accounts for its interest at cost less impairment given its ownership is less than five percent, the investment has no readily determinable fair value, and the Company has virtually no influence over the partnership’s operating and financial policies. At December 31, 2019, the Company’s investment was $1.7 million. On May 2, 2019, the Company acquired a ground lease interest at 1238 Wisconsin Avenue in Washington, D.C. (“1238 Wisconsin”). Prior to the fourth quarter of 2019, the Company had a controlling interest, and therefore consolidated the property within the Company’s financial statements. During December 2019, the Company entered into an operating agreement in order to admit a co-investor and property manager, who was also appointed the development manager under a separate agreement. As a result of these transactions and the significant participation rights of the co-investor, the Company de-consolidated 1238 Wisconsin and accounted for its interest under the equity method of accounting effective October 1, 2019 as it does not control but exercises significant influence over the investment. No gain or loss was recognized as the Company’s investment approximated fair value at the time of de-consolidation. Brandywine Portfolio, Market Square and Town Center The Company owns an interest in an approximately one million square foot retail portfolio (the “Brandywine Portfolio” joint venture) located in Wilmington, Delaware, which includes two properties referred to as “Market Square” and “Town Center.” Prior to the second quarter of 2016, the Company had a controlling interest in the Brandywine Portfolio, and it was therefore consolidated within the Company’s financial statements. During April 2016, the arrangement with the partners of the Brandywine Portfolio was modified to change the legal ownership from a partnership to a tenancy-in-common interest, as well as to provide certain participating rights to the outside partners. As a result of these modifications, the Company de-consolidated the Brandywine Portfolio and accounted for its interest under the equity method of accounting effective May 1, 2016. Furthermore, as the owners of the Brandywine Portfolio had consistent ownership interests before and after the modification and the underlying net assets were unchanged, the Company reflected the change from consolidation to equity method based upon its historical cost. The Brandywine Portfolio and Market Square ventures do not include the property held by Acadia Brandywine Holdings, LLC (“Brandywine Holdings”), an entity in which the Company has a 22.22% controlling interest and therefore consolidates. Additionally, in April 2016, the Company repaid the outstanding balance of $140.0 million of non-recourse debt collateralized by the Brandywine Portfolio and provided a note receivable collateralized by the partners’ tenancy-in-common interest in the Brandywine Portfolio for their proportionate share of the repayment. On May 1, 2017, the Company exchanged $16.0 million of the $153.4 million notes receivable (the “Brandywine Notes Receivable”) (Note 3) plus accrued interest of $0.3 million for one of the partner’s 38.89% tenancy-in-common interests in Market Square. The Company already had a 22.22% interest in Market Square and continued to apply the equity method of accounting for its aggregate 61.11% noncontrolling interest in Market Square and its 22.22% interest in Town Center through November 16, 2017. The incremental investment in Market Square was recorded at $16.3 million and the excess of this amount over the venture’s book value associated with this interest, or $9.8 million, was being amortized over the remaining depreciable lives of the venture’s assets through November 16, 2017. On November 16, 2017, the Company exchanged an additional $16.0 million of Brandywine Notes Receivable plus accrued interest of $0.6 million for the remaining 38.89% interest in Market Square, thereby obtaining a 100% controlling interest in the property. The exchange was deemed to be a business combination and as a result, the property was consolidated and a gain on change of control of $5.6 million was recorded. On November 16, 2017, the Company exchanged $60.7 million of the Brandywine Notes Receivable plus accrued interest of $0.9 million for one of the partner’s 38.89% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $61.6 million and the excess of this amount over the venture’s book value associated with this interest, or $34.5 million, is being amortized over the remaining depreciable lives of the venture’s assets. The Company previously had a 22.22% interest in Town Center which then became 61.11% following the November 2017 transaction. On March 28, 2018, the Company exchanged $22.0 million of its Brandywine Notes Receivable plus accrued interest of $0.3 million for one of the partner’s 14.11% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $ 22.3 million and the excess of this amount over the venture’s book value associated with this interest, or $12.7 million, is being amortized over the 76 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS remaining depreciable lives of the venture’s assets. The Company continues to apply the equity method of accounting for its aggregate 75.22% noncontrolling interest in Town Center after the March 2018 transaction. At December 31, 2019, $38.7 million of the Brandywine Note Receivable remains outstanding (Note 3), which is collateralized by the remaining 24.78% undivided interest in Town Center. Fund Investments 2019 Acquisitions of Unconsolidated Investments On March 19, 2019, Fund V obtained a 99.35% interest in a joint venture which in turn obtained a 90% undivided interest in the property and invested in a 428,000 square-foot property located in Riverdale, Utah referred to as “Family Center at Riverdale” for $48.5 million. The property is held by the venture as a tenancy in common. The Company accounts for its interest in the Family Center at Riverdale under the equity method of accounting as it does not control but exercises significant influence over the investment. On April 30, 2019, Fund V acquired a 90% interest in a venture which invested in a 300,000 square-foot property located in Vernon, Connecticut referred to as “Tri-City Plaza” for $36.7 million. The Company accounts for its interest in Tri-City Plaza under the equity method of accounting as it does not control but exercises significant influence over the investment. On August 21, 2019, Fund V acquired a 90% interest in a venture which invested in a 225,000 square foot property and a 300,000 square foot property, both located in Frederick County, Maryland collectively referred to as the “Frederick County Acquisitions” for $21.8 million and $33.1 million, respectively. The Company accounts for its interest in the Frederick County Acquisitions under the equity method of accounting as it does not control but exercises significant influence over the investment. Storage Post On June 29, 2019, Fund III’s Storage Post venture, which is a cost-method investment with no carrying value, distributed $1.6 million of which the Operating Partnership’s share was $0.4 million. On May 15, 2018, Fund III’s Storage Post venture, distributed $3.2 million of which the Operating Partnership’s share was $0.8 million. Broughton Street Portfolio During 2014, Fund IV acquired 50% interests in two joint ventures referred to as “BSP I” and “BSP II” with the same venture partner to acquire and operate a total of 23 properties in Savannah, Georgia referred to as the “Broughton Street Portfolio.” Since that time, as described below, the ventures have sold eight of the properties and terminated the master leases on two of the properties. In October 2018, the venture partner relinquished its interest in BSP I, which held 11 consolidated properties (Note 2), resulting in Fund IV becoming the 100% owner of the BSP I venture. Fund IV accounted for this transaction as an asset purchase at fair value whereby its existing preferred and common interests were deemed consideration for the properties and no gain or loss was recognized. At December 31, 2019, the Broughton Street portfolio had 13 remaining properties, two of which are unconsolidated and are held within the BSP II venture. 2018 Dispositions of Unconsolidated Investments On January 18, 2018, Fund IV’s Broughton Street Portfolio venture sold two properties for aggregate proceeds of $8.0 million, resulting in a net loss of $0.4 million at the property level of which the Fund’s share and the Operating Partnership’s proportionate share of the loss was zero, due to Fund IV’s preferred return. On June 29, 2018, Fund IV’s Broughton Street Portfolio venture terminated its master leases on two of its properties resulting in a net loss of $1.0 million at the property level for which the Operating Partnership’s share was less than $0.1 million. On August 29, 2018, Fund IV’s Broughton Street Portfolio venture sold a property for proceeds of $2.0 million, resulting in a net loss of $0.3 million at the property level, of which the Operating Partnership’s share was less than $0.1 million. 77 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fees from Unconsolidated Affiliates The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $0.3 million and $0.5 million and $0.7 million for the years ended December 31, 2019, 2018 and 2017, respectively, which is included in other revenues in the consolidated financial statements. In addition, the Company paid to certain unaffiliated partners of its joint ventures, $1.3 million and $1.6 million and $1.9 million for the years ended December 31, 2019, 2018 and 2017, respectively, for leasing commissions, development, management, construction and overhead fees. Summarized Financial Information of Unconsolidated Affiliates The following combined and condensed Balance Sheets and Statements of Income, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates (in thousands): Combined and Condensed Balance Sheets Assets: Rental property, net Real estate under development Other assets Total assets Liabilities and partners’ equity: Mortgage notes payable Other liabilities Partners’ equity Total liabilities and partners’ equity Company's share of accumulated equity Basis differential Deferred fees, net of portion related to the Company's interest Amounts payable by the Company Investments in and advances to unconsolidated affiliates, net of Company's share of distributions in excess of income from and investments in unconsolidated affiliates Cost method investments Company's share of distributions in excess of income from and investments in unconsolidated affiliates Investments in and advances to unconsolidated affiliates December 31, 2019 December 31, 2018 $ $ $ $ $ $ 656,265 $ 1,341 85,540 743,146 $ 502,036 $ 77,785 163,325 743,146 $ 186,864 $ 100,962 1,270 (1,902) 287,194 2,541 15,362 305,097 $ 487,846 — 89,890 577,736 408,967 54,585 114,184 577,736 139,028 103,812 3,646 (461) 246,025 762 15,623 262,410 78 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Combined and Condensed Statements of Income Total revenues Operating and other expenses Interest expense Depreciation and amortization Loss on debt extinguishment (Loss) gain on disposition of properties Net income attributable to unconsolidated affiliates Company’s share of equity in net income of unconsolidated affiliates Basis differential amortization Company’s equity in earnings of unconsolidated affiliates 2019 Year Ended December 31, 2018 2017 $ $ $ $ 88,585 $ (24,624) (21,874) (25,358) — — 16,729 $ 11,772 $ (2,850) 8,922 $ 80,184 $ (23,586) (19,954) (22,228) — (1,673) 12,743 $ 12,345 $ (3,043) 9,302 $ 83,222 (24,711) (18,733) (24,192) (154) 18,957 34,389 26,039 (2,668) 23,371 79 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Other Assets, Net and Accounts Payable and Other Liabilities Other assets, net and accounts payable and other liabilities are comprised of the following for the periods presented: (in thousands) Other Assets, Net: Lease intangibles, net (Note 6) Deferred charges, net (a) Prepaid expenses Other receivables Accrued interest receivable Due from seller Deposits Corporate assets, net Income taxes receivable Derivative financial instruments (Note 8) Deferred tax assets Due from related parties (a) Deferred Charges, Net: Deferred leasing and other costs Deferred financing costs related to line of credit Accumulated amortization Deferred charges, net Accounts Payable and Other Liabilities: Lease intangibles, net (Note 6) Lease liability - finance leases, net (Note 11) Accounts payable and accrued expenses Lease liability - operating leases, net (Note 11) Derivative financial instruments (Note 8) Deferred income Tenant security deposits, escrow and other Capital lease obligations (Note 11) Other December 31, 2019 December 31, 2018 $ $ $ $ $ 116,820 $ 28,746 18,873 3,996 9,872 3,682 1,853 1,565 1,755 2,583 913 — 190,658 $ 49,081 $ 10,051 59,132 (30,386) 28,746 $ 82,926 $ 77,657 68,838 56,762 39,061 33,682 12,590 — — $ 371,516 $ 115,939 28,619 18,422 2,896 17,046 4,000 4,611 1,953 2,070 7,018 2,032 1,802 206,408 45,011 8,960 53,971 (25,352) 28,619 95,045 — 65,215 — 7,304 34,052 10,588 71,111 2,757 286,072 80 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Lease Intangibles 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, including below-market options and acquired in-place leases) and assumed liabilities. The lease intangibles are amortized over the remaining terms of the respective leases, including option periods where applicable. Intangible assets and liabilities are included in other assets and other liabilities (Note 5) on the consolidated balance sheet and summarized as follows (in thousands): Gross Carrying Amount December 31, 2019 Accumulated Amortization Net Carrying Amount Gross Carrying Amount December 31, 2018 Accumulated Amortization Net Carrying Amount Amortizable Intangible Assets In-place lease intangible assets Above-market rent Amortizable Intangible Liabilities Below-market rent Above-market ground lease $ $ $ $ 249,961 $ (137,108) $ 112,853 $ 17,227 3,967 (13,260) 267,188 $ (150,368) $ 116,820 $ 216,021 $ (105,972) $ 110,049 5,890 18,169 234,190 $ (118,251) $ 115,939 (12,279) (160,721) $ (671) (161,392) $ 78,315 $ (82,406) $ (520) 78,466 $ (82,926) $ 151 (152,188) $ (671) (152,859) $ 57,721 $ (94,467) (578) 57,814 $ (95,045) 93 During the year ended December 31, 2019, the Company acquired in-place lease intangible assets of $36.1 million, above-market rents of $0.6 million, and below-market rents of $10.4 million with weighted-average useful lives of 7.9, 6.7, and 21.7 years, respectively. During the year ended December 31, 2018, the Company acquired in-place lease intangible assets of $24.2 million, above-market rents of $2.5 million, and below-market rents of $7.9 million with weighted-average useful lives of 5.2, 5.1, and 20.5 years, respectively. Amortization of in-place lease intangible assets is recorded in depreciation and amortization expense and amortization of above-market rent and below-market rent is recorded as a reduction to and increase to rental income, respectively, in the consolidated statements of income. Amortization of above-market ground leases are recorded as a reduction to rent expense in the consolidated statements of income. The scheduled amortization of acquired lease intangible assets and assumed liabilities as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 2021 2022 2023 2024 Thereafter Total Net Increase in Lease Revenues Increase to Amortization Reduction of Rent Expense Net (Expense) Income $ $ 7,177 $ 6,717 6,196 6,149 5,706 46,494 78,439 $ (27,827) $ (21,053) (15,160) (11,578) (8,931) (28,304) (112,853) $ 58 $ 58 58 58 58 230 520 $ (20,592) (14,278) (8,906) (5,371) (3,167) 18,420 (33,894) 81 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Debt A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands): Mortgages Payable Core Fixed Rate Core Variable Rate - Swapped (a) Total Core Mortgages Payable Fund II Fixed Rate Fund II Variable Rate Fund II Variable Rate - Swapped (a) Total Fund II Mortgages Payable Fund III Variable Rate Fund IV Fixed Rate Fund IV Variable Rate Fund IV Variable Rate - Swapped (a) Total Fund IV Mortgages Payable Fund V Variable Rate Fund V Variable Rate - Swapped (a) Total Fund V Mortgage Payable Net unamortized debt issuance costs Unamortized premium Total Mortgages Payable Unsecured Notes Payable Core Term Loans Core Variable Rate Unsecured Term Loans - Swapped (a) Total Core Unsecured Notes Payable Fund II Unsecured Notes Payable Fund IV Term Loan/Subscription Facility Fund V Subscription Facility Net unamortized debt issuance costs Total Unsecured Notes Payable Unsecured Line of Credit Core Unsecured Line of Credit - Swapped (a) Total Debt - Fixed Rate (b)(c) Total Debt - Variable Rate (d) Total Debt Net unamortized debt issuance costs Unamortized premium Total Indebtedness Interest Rate at December 31, 2018 Maturity Date at December 31, 2019 Carrying Value at December 31, December 31, 2019 2018 December 31, 2019 3.88%-6.00% 3.41%-4.54% 4.75% LIBOR+3.00% 2.88% 3.88%-6.00% 3.41%-5.67% 1.00%-4.75% — 4.27% Feb 2024 - Apr 2035 Jan 2023 - Nov 2028 $ May 2020 March 2022 Nov 2021 LIBOR+2.75%-LIBOR+3.10% Prime+0.50%-LIBOR+4.65% 3.40%-4.50% 3.40%-4.50% Jun 2020 - Jan 2021 Oct 2025 - Jun 2026 LIBOR+1.60%-LIBOR+3.40% LIBOR+1.60%-LIBOR+3.95% Feb 2020 - Aug 2021 Mar 2020 - Dec 2022 3.48%-4.61% 3.67%-4.23% LIBOR+1.50%-LIBOR+2.20% 2.95%-4.78% LIBOR+2.25% 4.61%-4.78% Feb 2021 - Dec 2024 Feb 2021 - Dec 2024 — LIBOR+1.25% 2.49%-5.02% 2.54%-3.59% Mar 2023 Mar 2023 $ $ LIBOR+1.65% LIBOR+1.40% Sep 2020 LIBOR+1.65%-LIBOR+2.00% LIBOR+1.65%-LIBOR+2.75% Dec 2020 - June 2021 — LIBOR+1.60% May 2020 2.49%-5.02% — Mar 2022 $ $ $ $ 176,176 $ 81,559 257,735 200,000 24,225 19,073 243,298 74,554 8,189 157,015 102,699 267,903 1,387 334,626 336,013 (10,078) 651 1,170,076 $ 178,271 82,583 260,854 205,262 — 19,325 224,587 90,096 8,189 233,065 71,841 313,095 51,506 86,570 138,076 (10,173) 753 1,017,288 — $ 383 350,000 349,617 350,000 40,000 87,625 — (305) 477,320 $ 350,000 40,000 40,825 102,800 (368) 533,257 60,800 $ — 1,403,324 314,604 1,717,928 (10,383) 651 1,708,196 $ $ 1,001,658 558,675 1,560,333 (10,541) 753 1,550,545 (a) At December 31, 2019, the stated rates ranged from LIBOR + 1.50% to LIBOR +1.90% for Core variable-rate debt; LIBOR + 1.39% for Fund II variable-rate debt; LIBOR + 2.75% to LIBOR + 3.10% for Fund III variable-rate debt; LIBOR + 1.75% to LIBOR +2.25%for Fund IV variable-rate debt; LIBOR + 1.50% to LIBOR + 2.20% for Fund V variable-rate debt; LIBOR + 1.25% for Core variable-rate unsecured term loans; and LIBOR + 1.35% for Core variable-rate unsecured lines of credit. Includes $948.8 million and $609.9 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented. Fixed-rate debt at December 31, 2019 includes $70.2 million of Core swaps that may be used to hedge debt instruments of the Funds. Includes $143.3 million and $143.8 million, respectively, of variable-rate debt that is subject to interest cap agreements. (b) (c) (d) 82 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Credit Facility On February 20, 2018, the Company entered into a $500.0 million senior unsecured credit facility (the “Credit Facility”), comprised of a $150.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at LIBOR + 1.35% (inclusive of a 20 basis-point facility fee), and a $350.0 million senior unsecured term loan (the “Term Loan”) which bears interest at LIBOR + 1.25%. On October 8, 2019, the Company modified the Credit Facility, which provided for a $100.0 million increase in the Revolver. This amendment resulted in borrowing capacity of up to $600.0 million in principal amount, which includes a $250.0 million revolving credit facility maturing on March 31, 2022, subject to an extension option, and a $350.0 million Term Loan expiring on March 31, 2023. In addition, the amendment provides for revisions to the accordion feature, which allows for one or more increases in the revolving credit facility or term loan facility, for a maximum aggregate principal amount not to exceed $750.0 million. Mortgages Payable During the year ended December 31, 2019, the Company: • • • obtained one new Fund II construction loan, three new Fund IV mortgages and five new Fund V mortgages totaling $258.9 million with a weighted-average interest rate of LIBOR + 1.70% collateralized by nine properties and maturing in 2022 through 2024; refinanced three mortgages with existing balances totaling $69.0 million at a weighted-average rate of LIBOR + 2.08% and maturities ranging from May 2019 to January 2021 with new mortgages totaling $71.8 million with a weighted-average rate of LIBOR + 1.86% and maturities ranging from April 2022 through December 2024; transferred a Fund III mortgage with a balance of $4.7 million and an interest rate of Prime + 0.5% and assumed by the purchasing venture in a property sale (Note 2). The Company repaid one Fund III loan in the amount of $9.8 million and two Fund IV loans in the aggregate amount of $18.4 million in connection with the sale of the properties. The Company also repaid a Fund IV loan in full, which had a balance of $38.2 million and an interest rate of LIBOR + 2.35%. The Company also made scheduled principal payments of $5.9 million; • modified three loans with prior borrowing capacity totaling $135.9 million at a weighted-average rate of LIBOR + 3.65% and maturities ranging from November 2019 through January 2020 by obtaining new commitments totaling $125.3 million with a weighted-average rate of LIBOR + 2.96% and maturities ranging from December 2020 through May 2021; and Entered into interest rate swap contracts to effectively fix the variable portion of the interest rates of all nine new obligations and two of the refinanced obligations with a notional value of $283.6 million at a weighted-average interest rate of 1.78%. • During the year ended December 31, 2018, the Company obtained four new Fund V mortgages totaling $109.5 million with a weighted- average interest rate of LIBOR + 1.99% collateralized by four properties and maturing in 2021. In addition, the Company obtained a $73.5 million Core mortgage with an interest rate of LIBOR + 1.50% collateralized by one property and maturing in 2028. As of December 31, 2018, the Company had drawn $50.0 million on this loan. The Company entered into interest rate swap contracts to effectively fix the variable portion of the interest rates of four of these obligations with a notional value of $136.6 million at an interest rate of 2.86%. In addition, the Company drew down $24.6 million on a Fund III construction loan. Also during 2018, the Company repaid one Core mortgage in full, which had a balance of $40.4 million and an interest rate of LIBOR + 1.65%, and three Fund IV mortgages in full, totaling $27.2 million with a weighted-average interest rate of LIBOR + 2.81%. The Company also made scheduled principal payments of $6.7 million during the year. At December 31, 2019 and 2018, the Company’s mortgages were collateralized by 44 and 43 properties, respectively, and the related tenant leases. Certain loans are cross-collateralized and contain cross-default provisions. The loan agreements contain customary representations, covenants and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and leverage ratios. A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8). The mortgage loan collateralized by the property held by Brandywine Holdings in the Core Portfolio, was in default and subject to litigation at December 31, 2019 and 2018. This loan was originated in June 2006 and had an original principal amount of $26.3 million and a scheduled maturity of July 1, 2016. The loan bears interest at a stated rate of approximately 6.00% and is subject to additional default interest of 5%. In April 2017, the successor to the original lender, Wilmington – 5190 Brandywine Parkway, LLC (the “Successor Lender”), initiated lawsuits against Brandywine Holdings in Delaware Superior Court and Delaware Chancery Court for, among other things, judgment on the note (the “Note Complaint”) and foreclosure on the property. In a contemporaneously filed action in Delaware Superior Court (the “Guaranty Complaint”), the Successor Lender initiated a lawsuit against the Operating Partnership as guarantor of certain guaranteed obligations of Brandywine Holdings set forth in a non-recourse carve-out guaranty executed by the Operating Partnership. The Guaranty Complaint alleges that the Operating Partnership is liable for the full balance of the principal, accrued interest, default interest, as well as fees and costs, under the 83 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Brandywine Loan, which the Successor Lender alleges totaled approximately $33.0 million as of November 9, 2017 (exclusive of accruing interest, default interest, and fees and costs). In August 2019, the Delaware Superior Court heard arguments on the parties’ cross-motions for summary judgement regarding both the Guaranty Complaint and the Note Complaint. On February 7, 2020, the Delaware Superior Court granted in part the Successor Lender’s motion, and denied Brandywine Holdings’ and the Operating Partnership’s cross-motion, for summary judgment, finding that each of Brandywine Holdings and the Operating Partnership have recourse liability for the outstanding balance of the Brandywine Loan. The Delaware Superior Court’s decision will be appealable when a judgement is formally entered. Brandywine Holdings and the Operating Partnership intend to appeal the ruling as soon as it becomes appealable and to vigorously contest it. During the third quarter of 2019, the company recognized income of $5.0 million related to Fund II’s New Market Tax Credit transaction (“NMTC”) involving its City Point project. NMTCs were created to encourage economic development in low income communities and provided for a 39% tax credit on certain qualifying invested equity/loans. In 2012, the NMTCs were transferred to a group of investors (“Investors”) in exchange for $5.2 million. The NMTCs were subject to recapture under various circumstances, including redemption of the loan/investment prior to a requisite seven-year hold period, and recognition of income was deferred. Upon the expiration of the seven-year period and there being no further obligations, the Company recognized the income of $5.0 million, of which the Company’s proportionate share was $1.4 million, which is included in Other income in the consolidated statements of income. Unsecured Notes Payable Unsecured notes payable for which total availability was $152.5 million and $54.8 million at December 31, 2019 and 2018, respectively, are comprised of the following: • • The outstanding balance of the Core term loan was $350.0 million at each of December 31, 2019 and 2018. During the year ended December 31, 2019, the Company entered into interest rate swap contracts to effectively fix the variable portion of the interest rate with a notional value of $156.0 million at a weighted-average interest rate of 2.43%, which may be used to swap the Company’s unhedged, unsecured, LIBOR-based variable-rate debt. The Company previously entered into swap agreements fixing the rate of the Core term loan balance. Fund II has a $40.0 million term loan secured by the real estate assets of City Point Phase II and guaranteed by the Company and the Operating Partnership. The outstanding balance of the Fund II term loan was $40.0 million at each of December 31, 2019 and 2018. Total availability was $0.0 at each of December 31, 2019 and 2018. • At Fund IV there are a $79.2 million bridge facility and a $15.0 million subscription line which were modified from their previous limits of $40.8 million and $27.0 million, respectively, during 2019. The outstanding balance of the Fund IV bridge facility was $79.2 million and $40.8 million at December 31, 2019 and 2018, respectively. Total availability was $0.0 million at each of December 31, 2019 and 2018. The outstanding balance of the Fund IV subscription line was $8.4 million and $0.0 million at December 31, 2019 and 2018, respectively. Total available credit was $2.5 million and $7.6 million at December 31, 2019 and 2018, reflecting letters of credit of $4.1 million and $7.4 million, respectively. Fund V has a $150.0 million subscription line collateralized by Fund V’s unfunded capital commitments and guaranteed in part by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $0.0 million and $150.0 million, respectively at December 31, 2019. The outstanding balance and total available credit of the Fund V subscription line was $102.8 million and $47.2 million, respectively at December 31, 2018. • Unsecured Revolving Line of Credit The Company had a total of $173.6 million and $137.7 million, respectively, available under its $250.0 million Core Revolver, which was formerly a $150.0 million Revolver as previously discussed, reflecting borrowings of $60.8 and $0.0 million and letters of credit of $15.6 million and $12.3 million at December 31, 2019 and 2018. At each of December 31, 2019 and 2018, all of the Core unsecured revolving line of credit was swapped to a fixed rate. 84 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Scheduled Debt Principal Payments The scheduled principal repayments of the Company’s consolidated indebtedness, as of December 31, 2019 are as follows (in thousands): Year Ending December 31, 2020 2021 2022 2023 2024 Thereafter Unamortized premium Net unamortized debt issuance costs Total indebtedness $ $ 437,329 287,723 167,514 415,476 211,991 197,895 1,717,928 651 (10,383) 1,708,196 See Note 4 for information about liabilities of the Company’s unconsolidated affiliates. 8. Financial Instruments and Fair Value Measurements The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and interest rate swaps; and Level 3, for financial instruments or other assets/liabilities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring the Company to develop its own assumptions. Items Measured at Fair Value on a Recurring Basis The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items, the Company has also provided the unobservable inputs along with their weighted-average ranges. Money Market Funds — The Company has money market funds, which are included in Cash and cash equivalents in the consolidated financial statements, comprised of government securities and/or U.S. Treasury bills. These funds were classified as Level 1 as we used quoted prices from active markets to determine their fair values. Derivative Assets — The Company has derivative assets, which are included in Other assets, net in the consolidated financial statements, and comprised of interest rate swaps and caps. The derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. See “Derivative Financial Instruments,” below. Derivative Liabilities — The Company has derivative liabilities, which are included in Accounts payable and other liabilities in the consolidated financial statements and comprised of interest rate swaps. These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 because they are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. See “Derivative Financial Instruments,” below. 85 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company did not have any transfers into or out of Level 1, Level 2, and Level 3 measurements during the year ended December 31, 2019 or 2018. The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands): Assets Money market funds Derivative financial instruments Liabilities Derivative financial instruments December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 $ — $ — — $ 2,583 — $ — 4,504 $ — — $ 7,018 — 39,061 — — 7,304 — — — In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Items Measured at Fair Value on a Nonrecurring Basis (Including Impairment Charges) During 2018, the Company began selling the residential units of its 210 Bowery property in Fund IV. As the projected aggregate selling prices net of selling costs were in line with the carrying amount of the property through the first quarter 2019, no gain or loss had been recognized on the units sold through that date and no impairment was previously deemed necessary. During the second quarter 2019, the Company revised its estimate of the expected selling price of the remaining three units. Accordingly, the Company recognized a $1.4 million impairment charge, inclusive of an amount attributable to a noncontrolling interest of $1.1 million, to adjust the carrying value to the estimated selling price less estimated costs to sell. During the third quarter 2019, upon execution of a contract for sale (Note 2) the Company recognized an additional $0.3 million impairment charge for the remaining condominium unit, inclusive of an amount attributable to a noncontrolling interest of $0.2 million, to adjust the carrying value to the estimated selling price less estimated costs to sell. The Company did not record any impairment charges during the year ended December 31, 2018. During the year ended December 31, 2017, the Company recognized an impairment charge of $3.8 million, inclusive of an amount attributable to a noncontrolling interest of $2.7 million, on a property classified as held for sale at September 30, 2017, in order to reduce the carrying value of the property to its estimated fair value. In addition, the Company recognized an impairment charge of $10.6 million, inclusive of an amount attributable to a noncontrolling interest of $7.6 million, on a property classified as held for sale at December 31, 2017 in order to reduce the carrying value of the property to its estimated fair value. This property was sold in April 2018. These fair value measurements approximated the estimated selling prices less estimated costs to sell. 86 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivative Financial Instruments The Company had the following interest rate swaps and caps for the periods presented (dollars in thousands): Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date Low High Balance Sheet Location December 31, 2019 December 31, 2018 Strike Rate Fair Value 423,442 Dec 2012- July 2020 Nov 2015 - July 2016 139,118 Mar 2022- July 2030 July 2020- June 2021 1.71% — 3.77% Other Liabilities (a) $ (33,750) $ (6,332) 1.24% — 1.31% Other Assets Core Interest Rate Swaps Interest Rate Swaps Fund II Interest Rate Swap Interest Rate Swap Interest Rate Cap Fund III Interest Rate Cap Fund IV Interest Rate Swaps Interest Rate Swaps Interest Rate Caps Fund V Interest Rate Swaps Interest Rate Swaps $ $ $ $ $ $ $ $ $ 334,626 Total asset derivatives Total liability derivatives 562,560 19,073 — 23,300 42,373 Oct 2014 Nov 2021 2.88% — 2.88% Other Liabilities — — — — — Mar 2019 Mar 2022 3.50% — Other Assets 3.50% Other Assets 58,000 Dec 2016 Jan 2020 3.00% — 3.00% Other Assets 14,395 Dec 2019 88,304 90,600 193,299 Mar 2017 - May 2019 July 2019 - Dec 2019 Apr 2022 - Dec 2022 Mar 2020 - Dec 2022 Dec 2020 - July 2021 1.48% — 1.52% Other Assets 1.82% — 4.00% Other Liabilities 3.00% — 3.50% Other Assets 177,726 156,900 Oct 2019 - Nov 2019 Jan 2018- Mar 2019 Oct 2022 - Oct 2024 Feb 2021- Mar 2024 1.25% — 1.47% Other Assets 2.27% — 2.88% Other Liabilities 456 (33,294) $ (139) — 1 (138) $ $ 6,022 (310) — 108 — 108 — $ 8 22 $ (812) — (790) $ 2,104 $ (4,360) (2,256) $ 851 — 8 859 21 (972) (951) 2,583 (39,061) $ $ 7,018 (7,304) $ $ $ $ $ $ $ $ $ $ (a) Includes two swaps with a total fair value of ($11.8) million and ($2.9) million at December 31, 2019 and 2018, respectively, which were acquired during July 2018 and are not effective until July 2020. All of the Company’s derivative instruments have been designated as cash flow hedges and hedge the future cash outflows on variable-rate debt (Note 7). It is estimated that approximately $5.2 million included in accumulated other comprehensive (loss) income related to derivatives will be reclassified to interest expense within the next twelve months. As of December 31, 2019 and 2018, 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 currently does not have any derivatives that are not designated hedges. Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. The Company enters into derivative financial instruments to manage exposures that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. 87 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company is exposed to credit risk in the event of non-performance by the counterparties to the swaps if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. Credit Risk-Related Contingent Features The Company has agreements with each of its swap counterparties that contain a provision whereby if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its swaps, resulting in an acceleration of payment under the swaps. Other Financial Instruments The Company’s other financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands, inclusive of amounts attributable to noncontrolling interests where applicable): December 31, 2019 December 31, 2018 Notes Receivable (a) Mortgage and Other Notes Payable (a) Investment in non-traded equity securities (b) Unsecured notes payable and Unsecured line of credit (c) Level 114,943 $ Carrying Amount Estimated Fair Value Estimated Fair Value 3 $ 109,532 3 1,179,503 1,191,281 1,026,708 1,021,075 56,337 57,964 3 533,954 539,362 2 1,778 538,425 — 533,625 Carrying Amount 113,422 $ 111,775 $ (a) The Company determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the credit of the borrower or tenant, where applicable, and interest rate risk. The Company also considered the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the borrower, the time until maturity and the current market interest rate environment. (b) Represents Fund II’s cost-method investment in Albertsons’ supermarkets and the Operating Partnership’s cost-method investment in Fifth Wall (Note 4). (c) The Company determined the estimated fair value of the unsecured notes payable and unsecured line of credit using quoted market prices in an open market with limited trading volume where available. In cases where there was no trading volume, the Company determined the estimated fair value using a discounted cash flow model using a rate that reflects the average yield of similar market participants. The Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and certain financial instruments included in other assets and other liabilities had fair values that approximated their carrying values at December 31, 2019 and 2018 due to their short maturity profiles. 88 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. Commitments and Contingencies The Company is involved in various matters of litigation arising out of, or incident to, its business, including the litigation described in Note 7. While the Company is unable to predict with certainty the outcome of any particular matter, management does not expect, when such litigation is resolved, that the Company’s resulting exposure to loss contingencies, if any, will have a material adverse effect on its consolidated financial position. Commitments and Guaranties In conjunction with the development and expansion of various properties, the Company has entered into agreements with general contractors for the construction or development of properties aggregating approximately $41.1 million and $55.5 million as of December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, the Company had letters of credit outstanding of $19.8 million and $19.7 million, respectively. The Company has not recorded any obligation associated with these letters of credit. The majority of the letters of credit are collateral for existing indebtedness and other obligations of the Company. 10. Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Income Common Shares and Units In addition to the ATM Program activity discussed below, the Company completed the following transactions in its Common Shares during the year ended December 31, 2019: • • The Company withheld 2,468 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested. The Company recognized Common Share-based compensation totaling $8.8 million in connection with Restricted Shares and Units (Note 13). In addition to the share repurchase activity discussed below, the Company completed the following transactions in its Common Shares during the year ended December 31, 2018: • • The Company withheld 3,288 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested. The Company recognized Common Share- and Common OP Unit-based compensation totaling $8.4 million in connection with Restricted Shares and Units (Note 13). ATM Program The Company has an at-the-market equity issuance program (“ATM Program”) which provides the Company an efficient and low-cost vehicle for raising public equity to fund its capital needs. The Company entered into its current $250.0 million ATM Program (which replaced its prior program) in the second quarter of 2019 and also added an optional “forward purchase” component. The Company has not issued any shares on a forward basis during the year ended December 31, 2019. During the year ended December 31, 2019, the Company sold 5,164,055 Common Shares under its ATM Program for gross proceeds of $147.7 million, or $145.5 million net of issuance costs, at a weighted-average gross price per share of $28.61. Share Repurchase Program During 2018, the Company’s Board of Trustees approved a new share repurchase program, which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program does not obligate the Company to repurchase any specific number of Common Shares and may be discontinued or extended at any time. The Company repurchased 2,294,235 Common Shares for $55.1 million, inclusive of $0.1 million of fees, during the year ended December 31, 2018. During the year ended December 31, 2019 the Company made no repurchases under the share repurchase program, under which $145.0 million currently remains available. 89 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Dividends and Distributions The following table sets forth the dividends declared and/or paid during the years ended December 31, 2019 and 2018: Date Declared Amount Per Share Record Date Payment Date November 8, 2017 February 27, 2018 May 11, 2018 August 7, 2018 November 13, 2018 February 28, 2019 May 9, 2019 August 13, 2019 November 5, 2019 $ $ $ $ $ $ $ $ $ 0.27 0.27 0.27 0.27 0.28 0.28 0.28 0.28 0.29 Accumulated Other Comprehensive Income December 29, 2017 March 30, 2018 June 29, 2018 September 28, 2018 December 31, 2018 March 29, 2019 June 28, 2019 September 30, 2019 December 31, 2019 January 13, 2018 April 13, 2018 July 13, 2018 October 15, 2018 January 15, 2019 April 15, 2019 July 15, 2019 October 15, 2019 January 15, 2020 The following tables set forth the activity in accumulated other comprehensive income for the years ended December 31, 2019, 2018 and 2017 (in thousands): Balance at January 1, 2019 Other comprehensive loss before reclassifications Reclassification of realized interest on swap agreements Net current period other comprehensive loss Net current period other comprehensive loss attributable to noncontrolling interests Balance at December 31, 2019 Balance at January 1, 2018 Other comprehensive loss before reclassifications Reclassification of realized interest on swap agreements Net current period other comprehensive loss Net current period other comprehensive loss attributable to noncontrolling interests Balance at December 31, 2018 Balance at January 1, 2017 Other comprehensive income before reclassifications Reclassification of realized interest on swap agreements Net current period other comprehensive income Net current period other comprehensive income attributable to noncontrolling interests Balance at December 31, 2017 90 Gains or Losses on Derivative Instruments 516 (35,674) (872) (36,546) 4,855 (31,175) 2,614 (2,659) 71 (2,588) 490 516 (798) 634 3,317 3,951 (539) 2,614 $ $ $ $ $ $ ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Noncontrolling Interests The following tables summarize the change in the noncontrolling interests for the years ended December 31, 2019, 2018 and 2017 (dollars in thousands): Noncontrolling Interests in Operating Partnership (a) Noncontrolling Interests in Partially-Owned Affiliates (b) Total Balance at January 1, 2019 Distributions declared of $1.13 per Common OP Unit Net income (loss) for the year ended December 31, 2019 Conversion of 307,663 Common OP Units to Common Shares by limited partners of the Operating Partnership Other comprehensive loss - unrealized loss on valuation of swap agreements Reclassification of realized interest expense on swap agreements Noncontrolling interest contributions Noncontrolling interest distributions Employee Long-term Incentive Plan Unit Awards Reallocation of noncontrolling interests (c) Balance at December 31, 2019 Balance at January 1, 2018 Distributions declared of $1.09 per Common OP Unit Net income (loss) for the year ended December 31, 2018 Conversion of 117,978 Common OP Units to Common Shares by limited partners of the Operating Partnership Other comprehensive income - unrealized gain on valuation of swap agreements Reclassification of realized interest expense on swap agreements Noncontrolling interest contributions Noncontrolling interest distributions Employee Long-term Incentive Plan Unit Awards Reallocation of noncontrolling interests (c) Balance at December 31, 2018 $ $ $ $ Balance at January 1, 2017 Distributions declared of $1.05 per Common OP Unit Net income (loss) for the year ended December 31, 2017 Conversion of 81,453 Common OP Units to Common Shares by limited partners of the Operating Partnership Other comprehensive loss - unrealized loss on valuation of swap agreements Reclassification of realized interest expense on swap agreements Noncontrolling interest contributions Noncontrolling interest distributions Employee Long-term Incentive Plan Unit Awards Rebalancing adjustment (c) Balance at December 31, 2017 $ $ 91 104,223 $ (7,124) 3,836 (5,104) (1,899) (62) — — 10,411 (6,611) 97,670 $ 102,921 $ (6,888) 2,572 (2,068) (129) (3) — — 12,374 (4,556) 104,223 $ 95,422 $ (6,453) 4,159 (1,541) 85 141 — — 10,457 651 102,921 $ 518,219 $ — (35,677) — (3,036) 142 161,628 (94,289) — — 546,987 $ 545,519 $ — (49,709) — (681) 323 47,560 (24,793) — — 518,219 $ 494,126 $ — (1,321) — (232) 545 85,206 (32,805) — — 545,519 $ 622,442 (7,124) (31,841) (5,104) (4,935) 80 161,628 (94,289) 10,411 (6,611) 644,657 648,440 (6,888) (47,137) (2,068) (810) 320 47,560 (24,793) 12,374 (4,556) 622,442 589,548 (6,453) 2,838 (1,541) (147) 686 85,206 (32,805) 10,457 651 648,440 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (a) Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 3,250,603, 3,329,640 and 3,328,873 Common OP Units at December 31, 2019, 2018 and 2017, respectively; (ii) 188 Series A Preferred OP Units at December 31, 2019, 2018 and 2017; (iii) 136,593 Series C Preferred OP Units at December 31, 2019, 2018 and 2017; and (iv) 2,673,484, 2,569,044 and 2,274,147 LTIP units at December 31, 2019, 2018 and 2017, respectively, as discussed in Share Incentive Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above. (b) Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns II, and six other subsidiaries. (c) Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership. Preferred OP Units There were no issuances of Preferred OP Units during the year ended December 31, 2019. In 1999 the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 (9% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through December 31, 2019, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferred OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date. During 2016, the Operating Partnership issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to a third party to acquire Gotham Plaza (Note 4). The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit and are convertible into Common OP Units at a rate based on the share price at the time of conversion. If the share price is below $28.80 on the conversion date, each Series C Preferred OP Unit will be convertible into 3.4722 Common OP Units. If the share price is between $28.80 and $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into a number of Common OP Units equal to $100.00 divided by the closing share price. If the share price is above $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into 2.8409 Common OP Units. The Series C Preferred OP Units have a mandatory conversion date of December 31, 2025, at which time all units that have not been converted will automatically be converted into Common OP Units based on the same calculations. Through December 31, 2019, 5,000 Series C Preferred OP Units were converted into 17,165 Common OP Units and then into Common Shares. 11. Leases Operating Leases As Lessor The Company implemented ASC Topic 842, Leases, effective January 1, 2019 (Note 1). As lessor, there were no accounting adjustments required, however, the presentation of the Company’s lease revenues in 2019 includes amounts previously reported as reimbursed expenses. There was no cumulative effect adjustment to retained earnings required upon adoption of the new standard. In addition, the Company began expensing internal leasing costs, which have historically been capitalized. The Company is engaged in the operation of shopping centers and other retail properties that are either owned or, with respect to certain shopping centers, operated under long-term ground leases (see below) that expire at various dates through June 20, 2066, with renewal options. Space in the shopping centers is leased to tenants pursuant to agreements that provide for terms ranging generally from one month to sixty years and generally provide for additional rents based on certain operating expenses as well as tenants’ sales volumes. During the year ended December 31, 2019, the Company earned $56.4 million in variable lease revenues, primarily for real estate taxes and common area maintenance charges, which are included in lease revenues in the consolidated statements of income. 92 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As Lessee During the year ended December 31, 2019, the Company: • • • • recorded right-of-use assets and corresponding lease liabilities as lessee of $11.9 million and $12.8 million, respectively, for nine existing operating leases (for ground, office and equipment leases) and $82.6 million and $76.6 million, respectively, for four finance leases related to ground rentals including an existing capital lease which represented $77.0 million and $71.1 million, respectively, upon implementation of ASC Topic 842; recorded three new finance leases effective January 1, 2019 upon the implementation of ASC 842. An assessment of triggering events whereby the Company’s cumulative leasehold investment made it reasonably certain that the Company would exercise its purchase options; entered into a prepaid master lease on December 9, 2019 comprised of an operating lease component related to the land and a finance lease component related to the building. The property is referred to as “565 Broadway” within the Core Portfolio. The Company recorded a Right-of-use-asset-operating-lease of $4.9 million and a Right-of-use-asset-finance lease of $19.4 million; and entered into a ground lease on May 1, 2019 which is an operating lease. The property is referred to as “110 University Place” and is within the Fund IV portfolio. The Company recorded a Right of use asset–operating lease of $45.3 million and a corresponding Lease liability–operating-lease of $45.3 million. The Company recorded the following assets and liabilities in connection with acquisitions of leasehold interests: Amounts recorded upon acquisition of leasehold interests: Right of use asset - operating lease Right of use asset - finance lease Leasehold improvements Lease intangibles (Note 6) Lease liability - operating lease Acquisition-related intangible liabilities (Note 6) Cash paid upon acquisition of leasehold interests Additional disclosures regarding the Company’s leases as lessee are as follows: Lease Cost Finance lease cost: Amortization of right-of-use assets Interest on lease liabilities Subtotal Operating lease cost Variable lease cost Total lease cost Other Information Weighted-average remaining lease term - finance leases (years) Weighted-average remaining lease term - operating leases (years) Weighted-average discount rate - finance leases Weighted-average discount rate - operating leases Year Ended December 31, 2019 Year Ended December 31, 2018 (Not applicable) $ $ 50,147 19,422 13,354 1,760 (45,293) (359) 39,031 2019 Year Ended December 31, 2018 2017 (Not applicable) (Not applicable) $ $ 2,168 3,737 5,905 4,430 164 10,499 42.5 34.1 4.5% 5.8% Right-of-use assets are included in Operating real estate (Note 2) in the consolidated balance sheet. Lease liabilities are included in Accounts payable and other liabilities in the consolidated balance sheet (Note 5). Operating lease cost comprises amortization of right-of-use assets for 93 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS operating properties (related to ground rents) or amortization of right-of-use assets for office and corporate assets and is included in Property operating expense or General and administrative expense, respectively, in the consolidated statements of income. Finance lease cost comprises amortization of right-of-use assets for certain ground leases, which is included in Property operating expense, as well as interest on lease liabilities, which is included in Interest expense in the consolidated statements of income. Lease Disclosures Related to Prior Periods The Company leased land at six of its shopping centers, which were accounted for as operating leases through December 31, 2018 and generally provided the Company with renewal options. Ground rent expense was $1.7 million and $1.4 million (including capitalized ground rent at a property under development of $0 and $0.1 million) for the years ended December 31, 2018 and 2017, respectively. The leases terminate at various dates between 2020 and 2066. These leases provide the Company with options to renew for additional terms aggregating up to 25 to 71 years. The Company also leases space for its corporate office. Office rent expense under these leases was $1.0 million for each of the years ended December 31, 2018 and 2017, respectively. During 2016, the Company entered into a 49-year master lease, which was accounted for as a capital lease through December 31, 2018. During the years ended December 31, 2018 and 2017, payments for this lease totaled $2.5 million. The property under the capital lease is included in Note 2. Lease Obligations The scheduled future minimum (i) rental revenues from rental properties under the terms of non-cancelable tenant leases greater than one year (assuming no new or renegotiated leases or option extensions for such premises) and (ii) rental payments under the terms of all non-cancelable operating and finance leases in which the Company is the lessee, principally for office space, land and equipment, as of December 31, 2019, are summarized as follows (in thousands): Year Ending December 31, 2020 2021 2022 2023 2024 Thereafter Total Minimum Rental Revenues Minimum Rental Payments (a) $ $ 212,871 $ 203,077 181,731 160,237 137,451 563,124 1,458,491 $ 7,040 6,823 6,832 6,825 7,008 312,421 346,949 (a) Minimum rental payments include $219.0 million of interest related to leases. During the years ended December 31, 2019, 2018 and 2017, no single tenant or property collectively comprised more than 10% of the Company’s consolidated total revenues. 12. Segment Reporting The Company has three reportable segments: Core Portfolio, Funds and Structured Financing. The Company’s Core Portfolio consists primarily of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas with a long-term investment horizon. The Company’s Funds hold primarily retail real estate in which the Company co-invests with high-quality institutional investors. The Company’s Structured Financing segment consists of earnings and expenses related to notes and mortgages receivable which are held within the Core Portfolio or the Funds (Note 3). Fees earned by the Company as the general partner or managing member of the Funds are eliminated in the Company’s consolidated financial statements and are not presented in the Company’s segments. 94 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables set forth certain segment information for the Company (in thousands): Core Portfolio As of or for the Year Ended December 31, 2019 Structured Financing Unallocated Funds Revenues Depreciation and amortization Property operating expenses, other operating and real estate taxes General and administrative expenses Impairment charge Gain on disposition of properties Operating income Interest income Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties Interest expense Other income Income tax provision Net income (loss) Net loss attributable to noncontrolling interests Net income attributable to Acadia (a) $ 173,177 $ (61,819) 122,150 $ (63,624) — $ — — $ — (47,032) — — 16,771 81,097 — 9,020 (28,304) 327 — 62,140 337 62,477 $ (43,436) — (1,721) 13,553 26,922 — (98) (45,484) 6,620 — (12,040) 31,504 19,464 $ — — — — — 7,988 — — — — 7,988 — 7,988 $ — (35,416) — — (35,416) — — — — (1,468) (36,884) — (36,884) $ $ Total 295,327 (125,443) (90,468) (35,416) (1,721) 30,324 72,603 7,988 8,922 (73,788) 6,947 (1,468) 21,204 31,841 53,045 Real estate at cost (b) Total Assets (b) Cash paid for acquisition of real estate and leasehold interest Cash paid for development and property improvement costs $ 2,264,010 $ 1,835,532 $ $ 2,350,833 $ 1,843,338 $ 184,812 $ $ 66,546 $ $ 173,892 $ 22,724 $ — $ 114,943 $ — $ — $ — $ 4,099,542 — $ 4,309,114 358,704 — $ 89,270 — $ 95 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Core Portfolio As of or for the Year Ended December 31, 2018 Structured Financing Unallocated Funds Revenues Depreciation and amortization Property operating expenses, other operating and real estate taxes General and administrative expenses Gain on disposition of properties Operating income Interest income Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties Interest expense Income tax provision Net income (loss) Net income attributable to noncontrolling interests Net income attributable to Acadia (a) $ 166,816 $ (60,903) 92,865 $ (56,646) — $ — — $ — (44,060) — — 61,853 — 7,415 (27,575) — 41,693 752 42,445 $ (36,188) — 5,140 5,171 — 1,887 (42,403) — (35,345) 46,385 11,040 $ — — — - 13,231 — — — 13,231 — 13,231 $ — (34,343) — (34,343) — — — (934) (35,277) — (35,277) $ $ Total 259,681 (117,549) (80,248) (34,343) 5,140 32,681 13,231 9,302 (69,978) (934) (15,698) 47,137 31,439 Real estate at cost (b) Total Assets (b) Cash paid for acquisition of real estate Cash paid for development and property improvement costs $ 2,069,439 $ 1,628,366 $ $ 2,232,695 $ 1,616,472 $ 146,642 $ $ 62,172 $ $ 1,343 $ 32,662 $ — $ 109,613 $ — $ — $ — $ 3,697,805 — $ 3,958,780 147,985 — $ 94,834 — $ Revenues Depreciation and amortization Property operating expenses, other operating and real estate taxes General and administrative expenses Impairment charge Gain on disposition of properties Operating income Interest income Equity in earnings of unconsolidated affiliates inclusive of gains on disposition of properties Interest expense Other income Income tax provision Net income Net income attributable to noncontrolling interests Net income attributable to Acadia (a) Cash paid for acquisition of real estate Cash paid for development and property improvement costs $ $ $ Core Portfolio As of or for the Year Ended December 31, 2017 Structured Financing Unallocated Funds $ 168,795 $ (61,705) 79,757 $ (43,229) — $ — — $ — (44,169) — — — 62,921 — 3,735 (28,618) 5,571 — 43,609 (1,107) 42,502 $ (33,919) — (14,455) 48,886 37,040 — 19,636 (30,360) — — 26,316 (1,731) 24,585 $ — — — — — 29,143 — — — — 29,143 — 29,143 $ — (33,756) — — (33,756) — — — — (1,004) (34,760) — (34,760) $ Total 248,552 (104,934) (78,088) (33,756) (14,455) 48,886 66,205 29,143 23,371 (58,978) 5,571 (1,004) 64,308 (2,838) 61,470 — $ 42,026 $ 200,429 $ 66,116 $ — $ — $ — $ — $ 200,429 108,142 96 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (a) Net income attributable to Acadia for the Core segment includes $4.7 million, $4.1 million and $0.9 million associated with one property, Town Center, for the years ended December 31, 2019, 2018 and 2017, respectively. These amounts include the results of three entities, including the unconsolidated Town Center venture and the consolidated Brandywine Holdings (Note 4) and Brandywine Maintenance Corp., which on a combined basis constitute the operating results of the shopping center. (b) Real estate at cost and total assets for the Funds segment include $603.3 million and $576.1 million, or $174.7 million and $167.2 million net of non-controlling interests, related to Fund II’s City Point property for the years ended December 31, 2019 and 2018, respectively. 13. Share Incentive and Other Compensation Share Incentive Plan The Second Amended and Restated 2006 Incentive Plan (the “Share Incentive Plan”) authorizes the Company to issue options, Restricted Shares, LTIP Units and other securities (collectively “Awards”) to, among others, the Company’s officers, trustees and employees. At December 31, 2019 a total of 708,632 shares remained available to be issued under the Share Incentive Plan. Restricted Shares and LTIP Units During the year ended December 31, 2019, the Company issued 330,718 LTIP Units and 8,041 Restricted Share Units to employees of the Company pursuant to the Share Incentive Plan. Certain of these equity awards were granted in performance-based Restricted Share Units or LTIP Units with market conditions as described below (“2019 Performance Shares”). These awards were measured at their fair value on the grant date, incorporating the following factors: • A portion of these annual equity awards is granted in performance-based Restricted Share Units or LTIP Units that may be earned • • • based on the Company’s attainment of specified relative total shareholder returns (“Relative TSR”) hurdles. In the event the Relative TSR percentile falls between the 25th percentile and the 50th percentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 50% and 100% and in the event that the Relative TSR percentile falls between the 50th percentile and 75th percentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 100% and 200%. Two-thirds (2/3) of the performance-based LTIP Units will vest based on the Company’s total shareholder return (“TSR”) for the three -year forward-looking performance period ending December 31, 2021 relative to the constituents of the SNL U.S. REIT Retail Shopping Center Index and one-third (1/3) on the Company’s TSR for the three-year forward-looking performance period as compared to the constituents of the SNL U.S. REIT Retail Index (both on a non-weighted basis). If the Company’s performance fails to achieve the aforementioned hurdles at the culmination of the three-year performance period, all performance-based shares will be forfeited. Any earned performance-based shares vest 60% at the end of the performance period, with the remaining 40% of shares vesting ratably over the next two years. For valuation of the 2019 Performance Shares, a Monte Carlo simulation was used to estimate the fair values based on probability of satisfying the market conditions and the projected share prices at the time of payments, discounted to the valuation dates over the three-year performance periods. The assumptions include volatility (19.6%) and risk-free interest rates (2.5%). The total value of the 2019 Performance Shares will be expensed over the vesting period regardless of the Company’s performance. The total value of the above Restricted Share Units and LTIP Units as of the grant date was $11.1 million. Total long-term incentive compensation expense, including the expense related to the Share Incentive Plan, was $8.8 million the year ended December 31, 2019 and $8.4 million for each of the years ended December 31, 2018, and 2017 and is recorded in General and Administrative in the Consolidated Statements of Income. During the quarter ended December 31, 2018, in connection with the retirement of an executive, an additional 26,632 LTIP Units were issued. The value of these LTIP Units was $0.6 million and was recognized as compensation expense in 2018. Also, in connection with this retirement, the Company recognized $1.7 million as compensation expense relating to the acceleration of previously granted LTIP Units. In addition, members of the Board of Trustees have been issued shares and units under the Share Incentive Plan. During 2019, the Company issued 18,009 LTIP Units and 17,318 Restricted Shares to Trustees of the Company in connection with Trustee fees. Vesting with respect to 6,463 of the LTIP Units and 3,996 of the Restricted Shares will be on the first anniversary of the date of issuance and 11,546 of the LTIP Units and 13,322 of the Restricted Shares vest over three years with 33% vesting on each of the next three anniversaries of the issuance date. The Restricted Shares do not carry voting rights or other rights of Common Shares until vesting and may not be transferred, assigned or pledged until the recipients have a vested non-forfeitable right to such shares. Dividends are not paid currently on unvested Restricted Shares, but are paid cumulatively from the issuance date through the applicable vesting date of such Restricted Shares. Total trustee fee expense, including the expense related to the Share Incentive Plan, was $1.4 million and $1.3 million for the years ended December 31, 2019 and 2018, respectively. 97 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In 2009, the Company adopted the Long-Term Investment Alignment Program (the “Program”) pursuant to which the Company may grant awards to employees, entitling them to receive up to 25% of any potential future payments of Promote to the Operating Partnership from Funds III, IV and V. The Company has granted such awards to employees representing 25% of the potential Promote payments from Fund III to the Operating Partnership and 22.8% of the potential Promote payments from Fund IV to the Operating Partnership and 2.2% of the potential Promote payments from Fund V to the Operating Partnership. Payments to senior executives under the Program require further Board approval at the time any potential payments are due pursuant to these grants. Compensation relating to these awards will be recognized in each reporting period in which Board approval is granted. As payments to other employees are not subject to further Board approval, compensation relating to these awards will be recorded based on the estimated fair value at each reporting period in accordance with ASC Topic 718, Compensation– Stock Compensation. The awards in connection with Funds IV and V were determined to have no intrinsic value as of December 31, 2019. Compensation expense of $0, $0 and $0.6 million was recognized for the years ended December 31, 2019, 2018, and 2017, related to the Program in connection with Funds III, IV and V. A summary of the status of the Company’s unvested Restricted Shares and LTIP Units is presented below: Unvested Restricted Shares and LTIP Units Unvested at January 1, 2017 Granted Vested Forfeited Unvested at December 31, 2017 Granted Vested Forfeited Unvested at December 31, 2018 Granted Vested Forfeited Unvested at December 31, 2019 Common Restricted Shares Weighted Grant-Date Fair Value LTIP Units 46,499 19,442 (23,430) (1,184) 41,327 22,817 (25,261) (428) 38,455 25,359 (21,424) — 42,390 $ $ $ 27.58 29.85 30.47 32.65 26.92 23.65 30.79 27.25 22.44 28.56 27.12 — 23.73 856,877 310,551 (257,124) (205) 910,099 425,880 (431,827) (12,266) 891,886 348,726 (290,753) (15,679) 934,180 Weighted Grant-Date Fair Value 26.99 31.80 28.27 32.49 28.28 26.80 29.72 28.57 26.87 32.78 29.30 31.49 28.24 $ $ $ The weighted-average grant date fair value for Restricted Shares and LTIP Units granted for the years ended December 31, 2019 and 2018 were $32.50 and $26.64, respectively. As of December 31, 2019, there was $14.6 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Share Incentive Plan. That cost is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of Restricted Shares that vested for the years ended December 31, 2019 and 2018, was $0.6 million and $0.8 million, respectively. The total fair value of LTIP Units that vested (LTIP units vest primarily in the first quarter) during the years ended December 31, 2019 and 2018, was $8.5 million and $12.8 million, respectively. 98 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Plans On a combined basis, the Company incurred a total of $0.3 million, $0.3 million and $0.2 million related to the following employee benefit plans for each of the years ended December 31, 2019, 2018 and 2017, respectively: Employee Share Purchase Plan The Acadia Realty Trust Employee Share Purchase Plan (the “Purchase Plan”), allows eligible employees of the Company to purchase Common Shares through payroll deductions. The Purchase Plan provides for employees to purchase Common Shares on a quarterly basis at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. A participant may not purchase more the $25,000 in Common Shares per year. Compensation expense will be recognized by the Company to the extent of the above discount to the closing price of the Common Shares with respect to the applicable quarter. A total of 2,320 and 3,495 Common Shares were purchased by employees under the Purchase Plan for the year ended December 31, 2019 and 2018, respectively. Deferred Share Plan During 2006, the Company adopted a Trustee Deferral and Distribution Election, under which the participating Trustees earn deferred compensation. Employee 401(k) Plan The Company maintains a 401(k) plan for employees under which the Company currently matches 50% of a plan participant’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, up to $19,000, for the year ended December 31, 2019. 14. Federal Income Taxes The Company has elected to qualify as a REIT in accordance with Sections 856 through 860 of the Code, and intends at all times to qualify as a REIT under the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual REIT taxable income to its shareholders. As a REIT, the Company generally will not be subject to corporate Federal income tax, provided that distributions to its shareholders equal at least the amount of its REIT taxable income as defined under the Code. As the Company distributed sufficient taxable income for the years ended December 31, 2019, 2018 and 2017, no U.S. Federal income or excise taxes were incurred. If the Company fails to qualify as a REIT in any taxable year, it will be subject to Federal income taxes at the regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even though the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property and Federal income and excise taxes on any undistributed taxable income. In addition, taxable income from non-REIT activities managed through the Company’s TRS’s is subject to Federal, state and local income taxes. No more than 20% of the value of our total assets may consist of the securities of one or more TRS. In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by Federal, state and local jurisdictions, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2019, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2019, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2016 and forward. 99 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reconciliation of Net Income to Taxable Income Reconciliation of GAAP net income attributable to Acadia to taxable income is as follows: (in thousands) Net income attributable to Acadia Deferred cancellation of indebtedness income Deferred rental and other income (a) Book/tax difference - depreciation and amortization (a) Straight-line rent and above- and below-market rent adjustments (a) Book/tax differences - equity-based compensation Joint venture equity in earnings, net (a) Acquisition costs (a) Gain (loss) on disposition of properties Book/tax differences - miscellaneous Taxable income Distributions declared Year Ended December 31, 2018 2019 2017 53,045 $ — 1,203 21,688 (10,949) 7,177 15,571 63 2,375 (1,473) 88,700 $ 96,310 $ 31,439 $ 2,050 1,222 23,166 (12,129) 6,042 13,905 326 — (2,821) 63,200 $ 89,122 $ 61,470 2,050 (934) 21,334 (10,559) 5,325 9,114 1,135 (5,181) 930 84,684 87,848 $ $ $ (a) Adjustments from certain subsidiaries and affiliates, which are consolidated for financial reporting but not for tax reporting, are included in the reconciliation item “Joint venture equity in earnings, net.” Characterization of Distributions The Company has determined that the cash distributed to the shareholders for the periods presented is characterized as follows for Federal income tax purposes: Ordinary income - Non-Section 199A Ordinary income - Section 199A Qualified dividend Capital gain Total (b) 2019 Per Share $ — 0.820 — 0.240 1.060 $ % Year Ended December 31, 2018 Per Share % — 0.870 — — 0.870 —% $ 100% —% —% 100% $ —% 77% —% 23% 100% 2017 Per Share % 0.820 — — 0.230 1.050 78% —% —% 22% 100% (b) The fourth quarter 2019 regular dividend was $0.29 per common share, all of which is allocable to 2020. The fourth quarter 2018 regular dividend was $0.28 per common share of which approximately $0.06 was allocable to 2018 and approximately $0.22 is allocable to 2019. Taxable REIT Subsidiaries Income taxes have been provided for using the liability method as required by ASC Topic 740, “Income Taxes.” The Company’s TRS income and provision for income taxes associated with the TRS for the periods presented are summarized as follows (in thousands): TRS loss before income taxes (Provision) benefit for income taxes: Federal State and local TRS net loss before noncontrolling interests Noncontrolling interests TRS net loss 2019 Year Ended December 31, 2018 2017 $ (3,117) $ (2,609) $ (3,604) 754 317 (2,046) (369) (2,415) $ (377) 26 (2,960) 4 (2,956) $ (982) 423 (4,163) 8 (4,155) $ 100 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The income tax provision for the Company differs from the amount computed by applying the statutory Federal income tax rate to income before income taxes as follows. Amounts are not adjusted for temporary book/tax differences (in thousands): Federal tax benefit at statutory tax rate TRS state and local taxes, net of Federal benefit Tax effect of: Permanent differences, net Prior year over-accrual, net Effect of Tax Cuts and Jobs Act Adjustment to deferred tax reserve Other REIT state and local income and franchise taxes Total provision (benefit) for income taxes Year Ended December 31, 2018 2019 2017 (655) $ (197) 239 — — 1,748 (112) 445 1,468 $ (548) $ (165) 951 — — (1,530) 1,702 524 934 $ (1,225) (190) 1,131 (1,541) 1,982 — 404 443 1,004 $ $ As of December 31, 2019, and 2018, the Company’s deferred tax assets were $0.9 million and $2.0 million net of applicable reserves of $1.7 million and $0, respectively and were comprised of capital loss carryovers of $0.1 and $0.1 million and net operating loss carryovers of $2.5 million and $1.9 million, respectively. Under GAAP a reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. During 2019, the Company determined that the realization of its deferred tax assets was not likely and as such, the Company recorded a valuation allowance against its deferred tax assets. 101 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Earnings Per Common Share Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted average Common Shares outstanding (Note 10). During the periods presented, the Company had unvested LTIP Units which provide for non-forfeitable rights to dividend equivalent payments. Accordingly, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share pursuant to the two-class method. Diluted earnings per Common Share reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted share units (“Restricted Share Units”) issued under the Company’s Share Incentive Plans (Note 13). The effect of such shares is excluded from the calculation of earnings per share when anti-dilutive as indicated in the table below. The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share. (dollars in thousands) Numerator: Net income attributable to Acadia Less: net income attributable to participating securities Income from continuing operations net of income attributable to participating securities $ $ Year Ended December 31, 2018 2017 2019 53,045 $ (413) 31,439 (267) $ 61,470 (642) 52,632 $ 31,172 $ 60,828 Denominator: Weighted average shares for basic earnings per share Effect of dilutive securities: Employee unvested restricted shares Denominator for diluted earnings per share 84,435,826 82,080,159 83,682,789 — 84,435,826 — 82,080,159 2,682 83,685,471 Basic and diluted earnings per Common Share from continuing operations attributable $ to Acadia 0.62 $ 0.38 $ 0.73 Anti-Dilutive Shares Excluded from Denominator: Series A Preferred OP Units Series A Preferred OP Units - Common share equivalent Series C Preferred OP Units Series C Preferred OP Units - Common share equivalent Restricted shares 188 25,067 136,593 474,278 40,821 188 25,067 136,593 474,278 36,879 188 25,067 136,593 479,978 41,299 102 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. Summary of Quarterly Financial Information (Unaudited) The quarterly results of operations of the Company for the years ended December 31, 2019 and 2018 are as follows (in thousands, except per share amounts): Revenues Net income (loss) Net loss attributable to noncontrolling interests Net income attributable to Acadia Earnings per share attributable to Acadia: Basic Diluted Weighted average number of shares: Basic Diluted Three Months Ended (a, b, c, d, e) June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2019 $ 73,985 $ 2,936 70,229 $ (5,237) 73,327 $ 8,840 9,261 12,197 14,317 9,080 1,618 10,458 77,786 14,665 6,645 21,310 $ 0.15 $ 0.15 0.11 $ 0.11 0.12 $ 0.12 0.24 0.24 82,037 82,037 83,704 83,704 84,888 84,888 87,058 87,058 Cash dividends declared per Common Share $ 0.28 $ 0.28 $ 0.28 $ 0.29 (a) The quarter ended June 30, 2019 includes an impairment charge of $1.4 million and the quarter ended September 30, 2019 includes an impairment charge of $0.3 million, of which the Company’s aggregate share was $0.4 million (Note 8) (b) The quarter ended September 30, 2019 includes an aggregate gain on disposition of two consolidated properties and one condominium unit at Fund IV and one consolidated property at Fund III of $12.1 million, of which the Company’s share was $2.8 million (Note 2). (c) The quarter ended December 31, 2019 includes a net gain on disposition of a consolidated Core property of $16.3 million, of which the Company’s share was $16.7 million (Note 2). (d) The quarter ended September 30, 2019 includes a deferred gain on tax credits at Fund II of which the Company’s share was $1.4 million (Note 7). (e) Revenues for the quarters ended March 31, 2019 and June 30, 2019 have each been revised to reflect the reclassifications of credit losses of $0.8 million (Note 1). Revenues Net income Net (income) loss attributable to noncontrolling interests Net income attributable to Acadia Earnings per share attributable to Acadia: Basic Diluted Weighted average number of shares: Basic Diluted Three Months Ended (a, b) June 30, 2018 September 30, 2018 December 31, 2018 March 31, 2018 $ 62,226 $ (4,160) 62,201 $ (2,270) 65,527 $ (2,597) 11,579 7,419 9,935 7,665 11,822 9,225 69,727 (6,671) 13,801 7,130 $ 0.09 $ 0.09 0.09 $ 0.09 0.11 $ 0.11 0.09 0.09 83,434 83,438 81,756 81,756 81,566 81,566 81,591 81,591 Cash dividends declared per Common Share $ 0.27 $ 0.27 $ 0.27 $ 0.28 (a) Credit losses aggregating $2.5 million have been reclassified from property operating expense to revenues in each of the quarters in the year ended December 31, 2018 to conform to the current period presentation (Note 1). (b) The three months ended September 30, 2018 includes an aggregate $5.1 million gain on the sales of two consolidated Fund IV properties (Note 2), of which $3.9 million was attributable to noncontrolling interests 103 ACADIA REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Subsequent Events Acquisitions In January 2020, the Company acquired two properties in its Core Portfolio as follows: • • 37 Greene Street – On January 9, the Company acquired a retail condominium in the Soho section of New York City for approximately $15.4 million. 917 West Armitage Avenue – On February 13, the Company acquired a mixed-use property in Chicago Illinois for approximately $3.5 million. It is not practicable to disclose the preliminary purchase price allocations for these transactions given the short period of time between the acquisition date and the filing of this Report. Structured Financing Transactions On January 17, 2020 the Company made a preferred equity investment in the amount of $54.0 million collateralized by the interests in a property in Sunset Park, Brooklyn, NY. On February 7, 2020 the Company made a mezzanine loan in the amount of $5.0 million to a joint venture partner collateralized by the venture partner’s interest in the Georgetown Portfolio (Note 4) venture 104 ACADIA REALTY TRUST SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Year Ended December 31, 2019: Allowance for deferred tax asset Allowance for uncollectible accounts Allowance for notes receivable Year Ended December 31, 2018: Allowance for deferred tax asset Allowance for uncollectible accounts Allowance for notes receivable Year Ended December 31, 2017: Allowance for deferred tax asset Allowance for uncollectible accounts Allowance for notes receivable Balance at Beginning of Year Charged to Expenses Adjustments to Valuation Accounts Deductions Balance at End of Year $ $ $ — $ 7,921 — 1,530 $ 5,920 — 859 $ 5,720 — — $ 4,402 — — $ 2,532 — — $ 200 — 1,748 $ (915) — (1,530) (531) — 671 $ — — — $ — — — $ — — — $ — — 1,748 11,408 — — 7,921 — 1,530 5,920 — 105 ACADIA REALTY TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2019 Initial Cost to Company Amount at Which Carried at December 31, 2019 Description and Location Encumbrances Land Buildings & Improvements Increase (Decrease) in Net Investments Land Buildings & Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Life on which Depreciation in Latest Statement of Income is Compared Core Portfolio: Crescent Plaza Brockton, MA New Loudon Center Latham, NY Mark Plaza Edwardsville, PA Plaza 422 Lebanon, PA Route 6 Mall Honesdale, PA Abington Towne Center Abington, PA Bloomfield Town Square Bloomfield Hills, MI Elmwood Park Shopping Center Elmwood Park, NJ Merrillville Plaza Hobart, IN Marketplace of Absecon Absecon, NJ 239 Greenwich Avenue Greenwich, CT Hobson West Plaza Naperville, IL Village Commons Shopping Center Smithtown, NY Town Line Plaza Rocky Hill, CT Branch Shopping Center Smithtown, NY Methuen Shopping Center Methuen, MA The Gateway Shopping Center South Burlington, VT Mad River Station Dayton, OH Brandywine Holdings Wilmington, DE Bartow Avenue Bronx, NY Amboy Road Staten Island, NY Chestnut Hill Philadelphia, PA 2914 Third Avenue Bronx, NY West Shore Expressway Staten Island, NY West 54th Street Manhattan, NY 5-7 East 17th Street Manhattan, NY 651-671 W Diversey Chicago, IL 15 Mercer Street Manhattan, NY — 1,147 7,425 3,301 1,147 10,726 11,873 8,455 1993(a) 40 years — 505 4,161 14,119 505 18,280 18,785 15,352 1993(a) 40 years — — 3,396 — — 3,396 3,396 3,028 1993(c) 40 years — 190 3,004 2,809 190 5,813 6,003 5,262 1993(c) 40 years — 1,664 — 12,490 1,664 12,490 14,154 10,235 1994(c) 40 years — 799 3,197 3,872 799 7,069 7,868 4,222 1998(a) 40 years — 3,207 13,774 25,803 3,207 39,577 42,784 24,739 1998(a) 40 years — 3,248 12,992 16,314 3,798 28,756 32,554 20,402 1998(a) 40 years — 4,288 17,152 6,058 4,288 23,210 27,498 13,910 1998(a) 40 years — 2,573 10,294 5,072 2,577 15,362 17,939 9,096 1998(a) 40 years 26,572 1,817 15,846 1,086 1,817 16,932 18,749 8,738 1998(a) 40 years — 1,793 7,172 4,604 1,793 11,776 13,569 5,871 1998(a) 40 years — 3,229 12,917 5,228 3,229 18,145 21,374 10,479 1998(a) 40 years — 878 3,510 7,736 907 11,217 12,124 9,348 1998(a) 40 years — 3,156 12,545 16,414 3,401 28,714 32,115 14,322 1998(a) 40 years — 956 3,826 1,695 961 5,516 6,477 2,866 1998(a) 40 years — 1,273 5,091 12,471 1,273 17,562 18,835 10,712 1999(a) 40 years — 2,350 9,404 2,251 2,350 11,655 14,005 6,310 1999(a) 40 years 26,250 5,063 15,252 2,495 5,201 17,609 22,810 7,601 2003(a) 40 years — 1,691 5,803 1,196 1,691 6,999 8,690 3,458 2005(c) 40 years — — 11,909 3,175 — 15,084 15,084 8,094 2005(a) 40 years — 8,289 5,691 4,509 8,289 10,200 18,489 4,910 2006(a) 40 years — 11,108 8,038 5,175 11,855 12,466 24,321 3,420 2006(a) 40 years — 3,380 13,499 28 3,380 13,527 16,907 4,878 2007(a) 40 years — 16,699 18,704 1,264 16,699 19,968 36,667 6,730 2007(a) 40 years — 3,048 7,281 6,133 3,048 13,414 16,462 3,386 2008(a) 40 years — 8,576 17,256 8 8,576 17,264 25,840 3,704 2011(a) 40 years — 1,887 2,483 1 1,887 2,484 4,371 528 2011(a) 40 years ACADIA REALTY TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION Initial Cost to Company Amount at Which Carried at December 31, 2019 Description and Location Encumbrances Land Buildings & Improvements Increase (Decrease) in Net Investments Land Buildings & Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Life on which Depreciation in Latest Statement of Income is Compared 4401 White Plains Bronx, NY 56 E. Walton Chicago, IL 841 W. Armitage Chicago, IL 2731 N. Clark Chicago, IL 2140 N. Clybourn Chicago, IL 853 W. Armitage Chicago, IL 2299 N. Clybourn Avenue Chicago, IL 843-45 W. Armitage Chicago, IL 1525 W. Belmont Avenue Chicago, IL 2206-08 N. Halsted Chicago, IL 2633 N. Halsted Chicago, IL 50-54 E. Walton Chicago, IL 662 W. Diversey Chicago, IL 837 W. Armitage Chicago, IL 823 W. Armitage Chicago, IL 851 W. Armitage Chicago, IL 1240 W. Belmont Avenue Chicago, IL 21 E. Chestnut Chicago, IL 819 W. Armitage Chicago, IL 1520 Milwaukee Avenue Chicago, IL 330-340 River St Cambridge, MA Rhode Island Place Shopping Center Washington, D.C. 930 Rush Street Chicago, IL 28 Jericho Turnpike Westbury, NY 181 Main Street Westport, CT 83 Spring Street Manhattan, NY 60 Orange Street Bloomfield, NJ 179-53 & 1801-03 Connecticut Avenue Washington, D.C. 639 West Diversey Chicago, IL 664 North Michigan Chicago, IL — 1,581 5,054 — 1,581 5,054 6,635 1,053 2011(a) 40 years — 994 6,126 2,558 994 8,684 9,678 — 728 1,989 422 728 2,411 3,139 — 557 1,839 32 557 1,871 2,428 — 306 788 — 306 788 1,094 — 557 1,946 439 557 2,385 2,942 — 177 484 — 177 484 661 — 731 2,730 228 731 2,958 3,689 — 1,480 3,338 710 1,480 4,048 5,528 — 1,183 3,540 351 1,183 3,891 5,074 — 960 4,096 359 998 4,417 5,415 177 517 402 168 557 102 590 735 961 837 2011(a) 40 years 2011(a) 40 years 2011(a) 40 years 2011(a) 40 years 2011(a) 40 years 2011(a) 40 years 2012(a) 40 years 2012(a) 40 years 2012(a) 40 years 2012(a) 40 years — 2,848 12,694 570 2,848 13,264 16,112 2,613 2012(a) 40 years — 1,713 1,603 10 1,713 1,613 3,326 — 780 1,758 237 780 1,995 2,775 — 717 1,149 95 717 1,244 1,961 — 545 209 139 545 348 893 — 2,137 1,589 583 2,137 2,172 4,309 284 393 223 107 456 2012(a) 40 years 2012(a) 40 years 2012(a) 40 years 2012(a) 40 years 2012(a) 40 years — 1,318 8,468 34 1,318 8,502 9,820 1,503 2012(a) 40 years — 790 1,266 140 790 1,406 2,196 — 2,110 1,306 290 2,110 1,596 3,706 336 304 2012(a) 40 years 2012(a) 40 years 11,140 8,404 14,235 — 8,404 14,235 22,639 2,914 2012(a) 40 years — 7,458 15,968 1,902 7,458 17,870 25,328 3,995 2012(a) 40 years — 4,933 14,587 — 4,933 14,587 19,520 2,826 2012(a) 40 years 13,416 6,220 24,416 12 6,220 24,428 30,648 4,856 2012(a) 40 years — 1,908 12,158 409 1,908 12,567 14,475 2,279 2012(a) 40 years — 1,754 9,200 — 1,754 9,200 10,954 1,725 2012(a) 40 years 7,001 3,609 10,790 — 3,609 10,790 14,399 2,157 2012(a) 40 years — 11,690 10,135 1,088 11,690 11,223 22,913 2,205 2012(a) 40 years — 4,429 6,102 1,034 4,429 7,136 11,565 1,503 2012(a) 40 years — 15,240 65,331 — 15,240 65,331 80,571 11,229 2013(a) 40 years 107 ACADIA REALTY TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION Initial Cost to Company Amount at Which Carried at December 31, 2019 Encumbrances Land Buildings & Improvements Increase (Decrease) in Net Investments Land Buildings & Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Life on which Depreciation in Latest Statement of Income is Compared — 5,398 15,601 978 5,398 16,579 21,977 2,910 2013(a) 40 years — 6,899 4,249 168 6,899 4,417 11,316 839 2013(a) 40 years — 3,519 9,247 5 3,519 9,252 12,771 1,405 2013(a) 40 years — — 5,516 — — 5,516 5,516 1,339 2013(a) 40 years — — 32,819 1,124 — 33,943 33,943 3,403 2013(a) 40 years — 16,744 28,346 195 16,744 28,541 45,285 4,373 2014(a) 40 years — 4,578 2,645 789 4,578 3,434 8,012 436 2014(a) 40 years — 1,893 11,594 41 1,893 11,635 13,528 1,688 2014(a) 40 years — 8,544 27,001 180 8,544 27,181 35,725 3,878 2014(a) 40 years — 6,613 10,419 303 6,613 10,722 17,335 1,575 2014(a) 40 years — 10,175 12,641 544 10,175 13,185 23,360 2,008 2014(a) 40 years — 12,425 32,730 4,370 13,763 35,762 49,525 5,263 2014(a) 40 years — — 57,536 625 — 58,161 58,161 14,554 2014(a) 40 years — 20,264 33,131 1,715 20,264 34,846 55,110 4,615 2014(a) 40 years — 4,550 4,459 105 4,550 4,564 9,114 652 2014(a) 40 years — 36,063 109,098 (24,600) 26,386 94,175 120,561 13,356 2015(a) 40 years 8,582 12,679 11,213 43 12,679 11,256 23,935 1,486 2015(a) 40 years — 4,838 14,574 61 4,838 14,635 19,473 1,590 2015(a) 40 years — — 6,346 501 — 6,847 6,847 1,297 2015(a) 40 years — — 76,965 1,691 — 78,656 78,656 6,160 2016(a) 40 years — 1,918 3,980 — 1,918 3,980 5,898 2,650 2,739 2,746 246 2,739 2,992 5,731 365 278 2016(a) 40 years 2016(a) 40 years 23,881 3,907 70,943 5,436 3,907 76,379 80,286 6,205 2016(a) 40 years 13,574 1,941 25,529 — 1,941 25,529 27,470 2,181 2016(a) 40 years 12,164 18,731 16,292 192 18,731 16,484 35,215 1,420 2016(a) 40 years 50,000 13,443 137,327 536 13,443 137,863 151,306 11,837 2016(a) 40 years 2,506 6,770 2,292 2 6,770 2,294 9,064 211 2016(a) 40 years 60,000 75,591 73,268 82 75,591 73,350 148,941 5,848 2016(a) 40 years — 8,100 31,221 313 8,100 31,534 39,634 1,807 2017(a) 40 years — 10,061 2,773 11,101 10,061 13,874 23,935 3,408 2018(c) 40 years 108 Description and Location 8-12 E. Walton Chicago, IL 3200-3204 M Street Washington, DC 868 Broadway Manhattan, NY 313-315 Bowery Manhattan, NY 120 West Broadway Manhattan, NY 11 E. Walton Chicago, IL 61 Main Street Westport, CT 865 W. North Avenue Chicago, IL 152-154 Spring St. Manhattan, NY 2520 Flatbush Ave Brooklyn, NY 252-256 Greenwich Avenue Greenwich, CT Bedford Green Bedford Hills, NY 131-135 Prince Street Manhattan, NY Shops at Grand Ave Queens, NY 201 Needham Street Newton, MA City Center San Francisco, CA 163 Highland Avenue Needham, MA Roosevelt Galleria Chicago, IL Route 202 Shopping Center Wilmington, DE 991 Madison Avenue Manhattan, NY 165 Newbury Street Boston, MA Concord & Milwaukee Chicago, IL State & Washington Chicago, IL 151 N. State Street Chicago, IL North & Kingsbury Chicago, IL Sullivan Center Chicago, IL California & Armitage Chicago, IL 555 9th Street San Francisco, CA Market Square Wilmington, DE 613-623 W. Diversey Chicago, IL ACADIA REALTY TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION Initial Cost to Company Amount at Which Carried at December 31, 2019 Encumbrances Land Buildings & Improvements Increase (Decrease) in Net Investments Land Buildings & Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Life on which Depreciation in Latest Statement of Income is Compared — 4,488 8,992 — 4,488 8,992 13,480 — 3,605 12,177 — 3,605 12,177 15,782 — 6,276 9,582 — 6,276 9,582 15,858 — 6,265 16,758 — 6,265 16,758 23,023 — 837 2,731 — 837 2,731 3,568 — 982 2,868 — 982 2,868 3,850 187 228 140 175 24 25 2019(a) 40 years 2019(a) 40 years 2019(a) 40 years 2019(a) 40 years 2019(a) 40 years 2019(a) 40 years — 20,490 26,788 — 20,490 26,788 47,278 112 2019(a) 40 years — 2,903 8,487 — 2,903 8,487 11,390 — — 22,491 — — 22,491 22,491 — 700 2,081 — 700 2,081 2,781 — 100 — — 100 — 100 39 — 5 — 2019(a) 40 years 2019(a) 40 years 2019(a) 40 years 243,298 — 100,316 491,335 — 591,651 591,651 48,096 2007(c) 40 years — 9,040 3,654 4,177 9,040 7,831 16,871 1,549 2011(a) 40 years 39,470 12,503 19,960 15,225 12,503 35,185 47,688 6,970 2012(a) 40 years 28,818 11,000 — 59,277 10,473 59,804 70,277 2,005 2012(c) 40 years — 1,875 5,625 (3,950) 1,875 1,675 3,550 57 2012(c) 40 years 18,900 11,052 7,037 12,901 11,052 19,938 30,990 4,304 2013(a) 40 years — 4,813 14,438 7,241 4,813 21,679 26,492 1,311 2014(c) 40 years 18,833 7,391 20,176 306 7,391 20,482 27,873 2,987 2014(a) 40 years — 12,759 37,431 5,541 14,099 41,632 55,731 6,070 2015(a) 40 years — 4,178 28,470 5,844 4,178 34,314 38,492 2,085 2015(c) 40 years 5,606 3,027 6,376 57 3,027 6,433 9,460 1,120 1,498 1,735 118 1,498 1,853 3,351 1,463 563 1,688 1,867 563 3,555 4,118 734 213 230 2015(a) 40 years 2015(a) 40 years 2016(c) 40 years 6,070 1,041 10,905 182 1,041 11,087 12,128 1,200 2016(a) 40 years 23,337 7,570 24,829 472 7,570 25,301 32,871 2,846 2016(a) 40 years 5,334 2,294 7,067 1,882 2,294 8,949 11,243 868 2016(a) 40 years 11,713 2,852 9,619 273 2,852 9,892 12,744 1,021 2016(a) 40 years 12,718 5,290 9,464 3,056 5,290 12,520 17,810 1,557 2016(a) 40 years 109 Description and Location 51 Greene Street Manhattan, NY 53 Greene Street Manhattan, NY 41 Greene Street Manhattan, NY 47 Greene Street Manhattan, NY 849 W Armitage Chicago, IL 912 W Armitage Chicago, IL Melrose Place Collection Los Angeles, CA 45 Greene Street Manhattan, NY 565 Broadway Manhattan, NY 907 W Armitage Chicago, IL Undeveloped Land Fund II: City Point Brooklyn, NY Fund III: 654 Broadway Manhattan, NY 640 Broadway Manhattan, NY Cortlandt Crossing Mohegan Lake, NY Fund IV: 210 Bowery Manhattan, NY Paramus Plaza Paramus, NJ 27 E. 61st Street Manhattan, NY 17 E. 71st Street Manhattan, NY 1035 Third Avenue Manhattan, NY 801 Madison Avenue Manhattan, NY 2208-2216 Fillmore Street San Francisco, CA 2207 Fillmore Street San Francisco, CA 1964 Union Street San Francisco, CA Restaurants at Fort Point Boston, MA Wakeforest Crossing Wake Forest, NC Airport Mall Bangor, ME Colonie Plaza Albany, NY Dauphin Plaza Harrisburg, PA ACADIA REALTY TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION Initial Cost to Company Amount at Which Carried at December 31, 2019 Encumbrances Land Buildings & Improvements Increase (Decrease) in Net Investments Land Buildings & Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) Life on which Depreciation in Latest Statement of Income is Compared 11,895 6,178 9,266 1,132 6,178 10,398 16,576 1,061 2016(a) 40 years 7,636 828 11,814 272 828 12,086 12,914 1,162 2016(a) 40 years 5,700 1,892 2,585 505 1,892 3,090 4,982 16,148 20,674 10,093 — 20,674 10,093 30,767 5,702 1,876 6,696 1 1,876 6,697 8,573 424 843 509 2016(a) 40 years 2016(c) 40 years 2017(a) 40 years 23,100 7,149 22,201 2,035 7,149 24,236 31,385 2,215 2017(a) 40 years 2,032 609 1,513 — 609 1,513 2,122 1,258 588 937 — 588 937 1,525 3,302 1,324 2,459 319 1,324 2,778 4,102 8,809 2,343 6,560 — 2,343 6,560 8,903 590 547 439 45 547 484 1,031 3,674 1,160 2,736 17 1,160 2,753 3,913 2,416 619 1,799 — 619 1,799 2,418 924 465 688 — 465 688 1,153 2,551 660 1,900 — 660 1,900 2,560 3,619 1,160 2,695 — 1,160 2,695 3,855 — — 1,370 — — 1,370 1,370 51 32 109 223 15 94 61 24 64 91 25 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2018(a) 40 years 2019(a) 40 years 22,893 — 28,214 360 — 28,574 28,574 2,047 2017(a) 40 years 30,000 7,852 29,998 1,350 7,852 31,348 39,200 2,120 2017(a) 40 years 16,900 5,040 17,391 59 5,040 17,450 22,490 1,210 2017(a) 40 years 40,300 18,121 37,143 256 18,121 37,399 55,520 2,059 2017(a) 40 years 29,370 7,587 34,285 36 7,587 34,321 41,908 1,713 2018(a) 40 years 41,500 6,204 48,008 70 6,204 48,078 54,282 1,786 2018(a) 40 years Description and Location Mayfair Shopping Center Philadelphia, PA Shaw's Plaza Waterville, ME Wells Plaza Wells, ME 717 N. Michigan Chicago, IL Shaw's Plaza North Windham, ME Lincoln Place Fairview Heights, IL 18 E. Broughton St. Savannah, GA 20 E. Broughton St. Savannah, GA 25 E. Broughton St. Savannah, GA 109 W. Broughton St. Savannah, GA 204-206 W. Broughton St. Savannah, GA 216-218 W. Broughton St. Savannah, GA 220 W. Broughton St. Savannah, GA 223 W. Broughton St. Savannah, GA 226-228 W. Broughton St. Savannah, GA 309/311 W. Broughton St. Savannah, GA 110 University Manhattan, NY Fund V: Plaza Santa Fe Santa Fe, NM Hickory Ridge Hickory, NC New Towne Plaza Canton, MI Fairlane Green Allen Park, MI Trussville Promenade Birmingham, AL Elk Grove Commons Elk Grove, CA Hiram Pavilion Hiram, GA Palm Coast Landing Palm Coast, FL Lincoln Commons Lincoln, RI Landstown Commons Virginia Beach, VA 28,830 13,029 25,446 56 13,029 25,502 38,531 26,500 7,066 27,299 — 7,066 27,299 34,365 38,820 14,429 34,417 170 14,429 34,587 49,016 60,900 10,221 69,005 166 10,221 69,171 79,392 Real Estate Under Development Right-of-use assets - operating lease 69,718 82,969 53,847 116,586 94,923 158,479 253,402 — 56,961 5,058 (2,013) 55,764 4,242 60,006 110 2018(a) 40 years 2019(a) 40 years 2019(a) 40 years 2019(a) 40 years 964 554 517 766 — — ACADIA REALTY TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION Initial Cost to Company Amount at Which Carried at December 31, 2019 Description and Location Unamortized Loan Costs Unamortized Premium Encumbrances Land Buildings & Improvements Increase (Decrease) in Net Investments Land Buildings & Improvements Total Accumulated Depreciation Date of Acquisition (a) Construction (c) (10,078) — — — — — — — Life on which Depreciation in Latest Statement of Income is Compared Total $ 651 — 1,170,076 $901,997 $ 2,286,624 $ 910,921 $906,984 $ 3,192,558 $4,099,542 $ — — — — — — 490,227 Notes: 1. 2. Depreciation on buildings and improvements reflected in the consolidated statements of income is calculated over the estimated useful life of the assets as follows: Buildings at 40 years and improvements at the shorter of lease term or useful life. The aggregate gross cost of property included above for Federal income tax purposes was approximately $4.0 billion as of December 31, 2019. The following table reconciles the activity for real estate properties from January 1, 2017 to December 31, 2019 (in thousands): Balance at beginning of year Improvements and other Property acquisitions Property dispositions or held for sale assets Right-of-use assets - operating leases obtained Right-of-use assets - finance leases obtained and reclassified Capital lease reclassified as Right-of-use assets - finance lease Right-of-use assets - operating lease amortization Consolidation of previously unconsolidated investments Balance at end of year $ $ 2019 3,697,805 $ 97,000 303,884 (84,243) 62,020 102,055 (76,965) (2,014) — Year Ended December 31, 2018 3,466,482 $ 99,594 134,559 (34,666) — — — — 31,836 3,697,805 $ 4,099,542 $ 2017 3,382,000 55,763 179,292 (189,895) — — — — 39,322 3,466,482 The following table reconciles accumulated depreciation from January 1, 2017 to December 31, 2019 (in thousands): Balance at beginning of year Depreciation related to real estate Property dispositions Balance at end of year 2019 Year Ended December 31, 2018 2017 $ $ 416,657 $ 85,317 (11,747) 490,227 $ 339,862 $ 78,453 (1,658) 416,657 $ 287,066 73,268 (20,472) 339,862 111 ACADIA REALTY TRUST SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE December 31, 2019 (in thousands) Description First Mortgage Loan First Mortgage Loan Zero Coupon Loan Mezzanine Loan First Mortgage Loan Other Other Total Effective Interest Rate 6.0% 8.1% 2.5% 18.0% 5.1% 4.65% 4.82% Net Carrying Amount of Notes Receivable as of December 31, 2019 Face Amount of Notes Receivable 17,810 $ 153,400 29,793 5,306 13,530 6,000 462 226,301 $ 17,802 38,673 33,170 5,306 13,530 6,000 462 114,943 $ Final Maturity Date 4/30/2020 6/20/2020 5/31/2020 7/1/2020 10/28/2021 4/12/2026 4/10/2021 $ The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company's loan in relation to other debt secured by the collateral, the personal guarantees of the borrower and the prospects of the borrower. The following table reconciles the activity for loans on real estate from January 1, 2017 to December 31, 2019 (in thousands): Reconciliation of Loans on Real Estate Year Ended December 31, 2018 2019 2017 Balance at beginning of year Additions Repayments Conversion to real estate through receipt of deed Balance at end of year $ $ 111,775 $ 18,418 (15,250) — 114,943 $ 160,991 $ 3,805 (31,000) (22,021) 111,775 $ 283,125 11,571 (32,000) (101,705) 160,991 112 BR004239-0320-COMBO

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