ACADIA REALTY TRUST
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
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Mar 31, 2025 · Filed Apr 30, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
- Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization
Acadia Realty Trust, (the “Trust”, collectively with its consolidated subsidiaries, the “Company”), a Maryland real estate investment trust (“REIT”), is a fully-integrated equity 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 March 31, 2025 and December 31, 2024, the Trust controlled approximately 96% 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 aone-for-one basis for common shares of beneficial interest, par value $0.001 per share, of the Company (“Common Shares”). This structure is referred to as an umbrella partnership REIT or “UPREIT.”
As of March 31, 2025, the Company has ownership interests in 161 properties (including properties in various stages of development and redevelopment) within its core portfolio (the “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 Investment Management. The Company also has ownership interests in 52 properties within an Investment Management platform, through which our Operating Partnership and outside institutional investors invest in primarily opportunistic and value-add retail real estate (“Investment Management”). As part of the Investment Management platform, we have active investments through the following opportunity funds, including: 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 Company consolidates the Funds as variable interest entities (“VIE”) and the Company is the primary beneficiary 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. As part of the Investment Management platform, we also have active investments in other co-investment vehicles that allows us to partner with large institutional investors. We align our interests with our partners by holding significant ownership interests in our three unconsolidated co-investment ventures (ranging from 5% to 20%) which are accounted for using the equity method of accounting. Each co-investment is negotiated on an individual basis and could result in varying economic terms. The 213 Core Portfolio and Investment Management properties primarily consist of street and urban retail, and suburban shopping centers.
The Operating Partnership is the sole general partner or managing member of the Funds and earns fees or priority distributions for asset management, property management, construction, development, leasing, and legal services. Cash flows from the Funds 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 (dollars in millions):
| Entity | FormationDate | OperatingPartnershipShare ofCapital | Capital Called as of March 31, 2025 (a) | UnfundedCommitment (a) | Equity InterestHeld ByOperatingPartnership (b) | PreferredReturn | Total Distributions as of March 31, 2025 (a) |
|---|---|---|---|---|---|---|---|
| Fund II | 6/2004 | 61.67% | $559.4 | $0.0 | 61.67% | 8% | $172.9 |
| Fund III | 5/2007 | 24.54% | 448.1 | 1.9 | 24.54% | 6% | 603.5 |
| Fund IV | 5/2012 | 23.12% | 506.0 | 24.0 | 23.12% | 6% | 221.4 |
| Fund V | 8/2016 | 20.10% | 478.8 | 41.2 | 20.10% | 6% | 156.8 |
(a)
Represents the total for the Funds, including the Operating Partnership and noncontrolling interests’ share.
(b)
Amount represents the current economic ownership as of March 31, 2025, which could differ from the stated legal ownership based upon the cumulative preferred returns of the respective Fund.
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year. The information furnished in the accompanying condensed consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned condensed consolidated financial statements for the interim periods. Such adjustments consisted of normal recurring items.
GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the interim condensed 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.
These interim condensed consolidated financial statements should be read in conjunction with the Company’s 2024 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Segments
We define our reportable segments to be aligned with our method of internal reporting and the way our chief operating decision maker makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we have identified three reportable operating segments: Core Portfolio, Investment Management and Structured Financing, based on the economic characteristics and nature of our assets and services. Refer to Note 12.
Recent Accounting Pronouncements
In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement”(“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. Prior to the amendment, the FASB did not provide specific authoritative guidance on the initial measurement of assets and liabilities assumed by a joint venture upon its formation. ASU 2023-05 requires a joint venture to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), to expand the disclosure requirements for income taxes, specifically related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the expected impact of the adoption of this ASU on disclosures within the consolidated financial statements.
On November 4, 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance applies to all PBEs and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company has elected not to early adopt and the requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the expected impact of the adoption of this ASU on disclosures within the consolidated financial statements.
Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company, or they are not expected to have a material impact on the condensed consolidated financial statements.
- Real Estate
The Company’s consolidated real estate is comprised of the following for the periods presented (in thousands):
| March 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Buildings and improvements | $3,359,373 | $3,174,250 |
| Tenant improvements | 311,562 | 304,645 |
| Land | 1,088,389 | 906,031 |
| Construction in progress | 28,807 | 23,704 |
| Right-of-use assets - finance leases (Note 11) | 61,366 | 61,366 |
| Total | 4,849,497 | 4,469,996 |
| Less: Accumulated depreciation and amortization | (954,293) | (926,022) |
| Operating real estate, net | 3,895,204 | 3,543,974 |
| Real estate under development | 142,110 | 129,619 |
| Net investments in real estate | $4,037,314 | $3,673,593 |
Acquisitions
During thethree months ended March 31, 2025, the Company acquired the following retail properties and other retail investments (dollars in thousands):
| Property and Location | PercentAcquired | Date ofAcquisition | PurchasePrice (a) |
|---|---|---|---|
| 2025 Acquisitions | |||
| Core | |||
| 106 Spring Street - New York, NY | 100% | January 9, 2025 | $55,137 |
| 73 Wooster Street - New York, NY | 100% | January 9, 2025 | 25,459 |
| Renaissance Portfolio (b) | 48% | January 23, 2025 | 245,700 |
| Subtotal Core | 326,296 | ||
| Investment Management | |||
| Pinewood Square - Lake Worth, FL | 100% | March 19, 2025 | 68,207 |
| Total 2025 Acquisitions (c) | $394,503 | ||
(a)
Purchase price includes capitalized transaction costs of $0.8 million.
(b)
On January 23, 2025, the Company acquired an additional 48% economic ownership interest, and increased its existing 20% interest to 68%, in the Renaissance Portfolio primarily located in Washington D.C. The 48% interest was acquired for a purchase price of $117.9 million, based upon a gross portfolio fair value of $245.7 million, which included existing mortgage loan indebtedness of $156.1 million in aggregate (Note 7). Prior to the acquisition, the Company accounted for its 20% interest under the equity method of accounting (Note 4). Due to the Company gaining a controlling financial interest as a result of this acquisition, the Company determined it should consolidate its investment within its Core Portfolio effective January 23, 2025. As such, the Company measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of the Renaissance Portfolio, at fair value and recognized a $9.6 million loss on change in control representing the difference between the carrying value and fair value of its existing equity method interest immediately before consolidation of the portfolio in its Condensed Consolidated Statements of Operations related to the remeasurement of its previously held equity interest.
(c)
The Company acquired additional retail properties subsequent to March 31, 2025 (Note 16).
Purchase Price Allocations
The purchase prices for the acquisitions (excluding any properties that were acquired in development) were allocated to the acquired assets and assumed liabilities based on their estimated relative fair values at the dates of acquisition. The following table summarizes the allocation of the purchase price of properties acquired during thethree months ended March 31, 2025 (in thousands):
| Land | Buildings and improvements | Intangible assets | Intangible liabilities | Debt fair value adjustment | Total | |
|---|---|---|---|---|---|---|
| 106 Spring Street - New York, NY | $51,108 | $5,460 | $10,391 | $(11,822) | $— | $55,137 |
| 73 Wooster St - New York, NY | 15,876 | 6,775 | 2,848 | (40) | — | 25,459 |
| Renaissance Portfolio - Washington, D.C. | 101,765 | 129,042 | 20,583 | (3,795) | (1,895) | 245,700 |
| Pinewood Square - Lake Worth, FL | 17,208 | 46,208 | 12,668 | (7,877) | — | 68,207 |
| 2025 Total | $185,957 | $187,485 | $46,490 | $(23,534) | $(1,895) | $394,503 |
The Company determines the fair value of the individual components of real estate asset acquisitions primarily through calculating the “as-if vacant” value of a building, using an income approach, which relies significantly upon internally determined assumptions. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Company has determined that these estimates primarily rely on Level 3 inputs, which are unobservable inputs based on our own assumptions. The most significant assumptions used in calculating the “as-if vacant” value for acquisition activity duringthe three months ended March 31, 2025 are as follows:
| Low | High | |
|---|---|---|
| Exit Capitalization Rate | 5.75% | 6.75% |
| Discount Rate | 7.75% | 11.50% |
| Annual net rental rate per square foot on acquired buildings | $15.00 | $850.00 |
| Interest rate on assumed debt | 6.35% | 6.35% |
The estimate of the portion of the “as-if vacant” value that is allocated to the land underlying the acquired real estate relies on Level 3 inputs and is primarily determined by reference to recent comparable transactions.
Real Estate Under Development
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):
| January 1, 2025 · Three Months Ended March 31, 2025 · March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Number ofProperties | CarryingValue | Transfers In | CapitalizedCosts | Transfers Out | Number ofProperties | CarryingValue | |
| Core (a) | 4 | $98,255 | $2,166 | $10,560 | $1,066 | 4 | 109,915 |
| Fund III | 1 | 31,364 | — | 831 | — | 1 | 32,195 |
| Total | 5 | $129,619 | $2,166 | $11,391 | $1,066 | 5 | $142,110 |
(a)
During the first quarter of 2025, the Company placedone property in development andone property in service within the Henderson Avenue portfolio.
The number of properties in the table above refers to projects comprising the entire property under development; however, certain projects represent a portion of a property. As of March 31, 2025, consolidated development projects included: portions of the Henderson Avenue Portfolio in the Core Portfolio, and Broad Hollow Commons in Fund III.
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.
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