XNYS:AKR Acadia Realty Trust Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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AKR 10-Q 06.30.2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
 
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

For the quarterly period ended June 30, 2012
 
or
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to _______
 
Commission File Number 1-12002
 
ACADIA REALTY TRUST
 
(Exact name of registrant in its charter)
MARYLAND
 (State or other jurisdiction of
 incorporation or organization)
 
23-2715194
 (I.R.S. Employer
 Identification No.)
 
 
 
1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NY
 (Address of principal executive offices)
 10605
 (Zip Code)
(914) 288-8100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x
 
NO o
            
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES x
 
NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer  x
 
Accelerated Filer  o
 
 
 
Non-accelerated Filer  o
 
Smaller Reporting Company  o

 Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x
 As of August 8, 2012 there were 46,096,044 common shares of beneficial interest, par value $.001 per share, outstanding.





ACADIA REALTY TRUST AND SUBSIDIARIES
 
FORM 10-Q
 
INDEX

 
 
Page
 
 
 
Part I:
Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Part II:
Other Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Part I. Financial Information

Item 1. Financial Statements.
 
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30,
2012
 
December 31,
2011
ASSETS
(unaudited)
 
 
Operating real estate
 
 
 
Land
$
330,612

 
$
283,299

Building and improvements
1,112,649

 
950,980

Construction in progress
14,462

 
7,321

 
1,457,723

 
1,241,600

Less: accumulated depreciation
195,486

 
179,155

Net operating real estate
1,262,237

 
1,062,445

Real estate under development
223,634

 
219,645

Notes receivable, net
88,712

 
59,989

Investments in and advances to unconsolidated affiliates
75,495

 
84,568

Cash and cash equivalents
66,463

 
89,812

Cash in escrow
19,690

 
20,969

Rents receivable, net
28,071

 
26,170

Deferred charges, net
28,681

 
25,605

Acquired lease intangibles, net
27,028

 
26,721

Prepaid expenses and other assets
32,779

 
26,621

Accounts receivable from related party
1,474

 
1,375

Assets of discontinued operations

 
9,399

Total assets
$
1,854,264

 
$
1,653,319

LIABILITIES
 

 
 

Mortgage notes payable
$
853,924

 
$
779,650

Convertible notes payable
930

 
930

Distributions in excess of income from, and investments in, unconsolidated affiliates
22,229

 
21,710

Accounts payable and accrued expenses
37,763

 
39,459

Dividends and distributions payable
8,483

 
7,914

Acquired lease and other intangibles, net
9,087

 
5,462

Other liabilities
22,382

 
19,881

Liabilities of discontinued operations

 
9,004

Total liabilities
954,798

 
884,010

EQUITY
 

 
 

Shareholders' Equity
 
 
 
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 45,703,685 and 42,586,376 shares, respectively
46

 
43

Additional paid-in capital
415,965

 
348,667

Accumulated other comprehensive loss
(4,484
)
 
(3,913
)
Retained earnings
34,161

 
39,317

Total shareholders’ equity
445,688

 
384,114

Noncontrolling interests
453,778

 
385,195

Total equity
899,466

 
769,309

Total liabilities and equity
$
1,854,264

 
$
1,653,319

See accompanying notes

1




ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 (unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(dollars in thousands, except per share amounts)
2012
 
2011
 
2012
 
2011
Revenues
 
 
 
 
 
 
 
Rental income
$
32,764

 
$
27,868

 
$
63,119

 
$
54,028

Interest income
2,075

 
3,370

 
4,130

 
7,908

Expense reimbursements
6,277

 
5,507

 
12,056

 
10,757

Management fee income
443

 
288

 
876

 
917

Other
867

 
495

 
1,420

 
1,183

Total revenues
42,426

 
37,528

 
81,601

 
74,793

Operating Expenses
 

 
 

 
 

 
 

Property operating
6,913

 
7,160

 
13,796

 
14,494

Other operating
1,281

 
78

 
2,316

 
97

Real estate taxes
5,254

 
4,585

 
10,130

 
8,798

General and administrative
5,217

 
5,699

 
11,150

 
11,389

Depreciation and amortization
10,147

 
8,301

 
19,215

 
15,870

Total operating expenses
28,812

 
25,823

 
56,607

 
50,648

Operating income
13,614

 
11,705

 
24,994

 
24,145

Equity in earnings (losses) of unconsolidated affiliates
4,591

 
63

 
4,535

 
(85
)
Other interest income
22

 
80

 
76

 
114

(Loss) gain on debt extinguishment

 
(102
)
 

 
1,571

Interest and other finance expense
(8,747
)
 
(8,855
)
 
(17,333
)
 
(17,758
)
Income from continuing operations before income taxes
9,480

 
2,891

 
12,272

 
7,987

Income tax provision
1,039

 
233

 
1,234

 
495

Income from continuing operations
8,441

 
2,658

 
11,038

 
7,492

Discontinued Operations
 
 
 
 
 
 
 
Operating income from discontinued operations
67

 
732

 
293

 
1,628

Impairment of asset

 
(6,925
)
 

 
(6,925
)
Gain on sale of property
2,668

 
28,576

 
2,668

 
32,498

Income from discontinued operations
2,735

 
22,383

 
2,961

 
27,201

Net income
11,176

 
25,041

 
13,999

 
34,693

Noncontrolling interests
 

 
 

 
 

 
 

Continuing operations
(1,924
)
 
1,562

 
(561
)
 
4,886

Discontinued operations
(2,413
)
 
3,631

 
(2,589
)
 
78

Net (income) loss attributable to noncontrolling interests
(4,337
)
 
5,193

 
(3,150
)
 
4,964

Net income attributable to Common Shareholders
$
6,839

 
$
30,234

 
$
10,849

 
$
39,657

Basic Earnings per Share
 

 
 

 
 

 
 

Income from continuing operations
$
0.14

 
$
0.10

 
$
0.24

 
$
0.31

Income from discontinued operations
0.01

 
0.65

 
0.01

 
0.67

Basic earnings per share
$
0.15

 
$
0.75

 
$
0.25

 
$
0.98

Diluted Earnings per Share
 

 
 

 
 

 
 

Income from continuing operations
$
0.14

 
$
0.10

 
$
0.24

 
$
0.31

Income from discontinued operations
0.01

 
0.64

 
0.01

 
0.67

Diluted earnings per share
$
0.15

 
$
0.74

 
$
0.25

 
$
0.98

 See accompanying notes

2





ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2012
 
2011
 
2012
 
2011
(dollars in thousands)
 
 
 
 
 
 
 
 
Net income
 
$
11,176

 
$
25,041

 
$
13,999

 
$
34,693

Other Comprehensive income
 

 

 
 
 
 
Unrealized loss on valuation of swap agreements
 
(2,612
)
 
(1,250
)
 
(2,555
)
 
(1,557
)
Reclassification of realized interest on swap agreements
 
646

 
752

 
1,283

 
1,637

Other comprehensive (loss) income
 
(1,966
)
 
(498
)
 
(1,272
)
 
80


 
 
 
 
 
 
 
 
Comprehensive income
 
9,210

 
24,543

 
12,727

 
34,773


 
 
 
 
 
 
 
 
Comprehensive (income) loss attributable to noncontrolling interests
 
(3,536
)
 
5,703

 
(2,449
)
 
5,391


 
 
 
 
 
 
 
 
Comprehensive income attributable to Common Shareholders
 
$
5,674

 
$
30,246

 
$
10,278

 
$
40,164

 
 
 
 
 
 
 
 
 
`
 See accompanying notes


3




ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(unaudited)
 
Common Shares
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Total
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
(amounts in thousands, except per share amounts)
Shares
 
Amount
 
 
 
 
 
 
Balance at December 31, 2011
42,586

 
$
43

 
$
348,667

 
$
(3,913
)
 
$
39,317

 
$
384,114

 
$
385,195

 
$
769,309

Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
171

 

 
2,711

 

 

 
2,711

 
(2,711
)
 

Issuance of Common Shares, net of issuance costs
2,901

 
3

 
64,300

 

 

 
64,303

 

 
64,303

Issuance of OP Units to acquire real estate

 

 

 

 

 

 
2,279

 
2,279

Dividends declared ($0.36 per Common Share)

 

 

 

 
(16,005
)
 
(16,005
)
 
(567
)
 
(16,572
)
Vesting of employee Restricted Share and LTIP awards
41

 

 
89

 

 

 
89

 
1,693

 
1,782

Common Shares issued under Employee Share Purchase Plan
1

 

 
40

 

 

 
40

 

 
40

Issuance of LTIP Unit awards to employees

 

 

 

 

 

 
2,577

 
2,577

Issuance of Common Shares to trustees

 

 
177

 

 

 
177

 

 
177

Exercise of Share options
8

 

 
131

 

 

 
131

 

 
131

Employee Restricted Shares cancelled
(8
)
 

 
(150
)
 

 

 
(150
)
 

 
(150
)
Noncontrolling interest distributions

 

 

 

 

 

 
(45,218
)
 
(45,218
)
Noncontrolling interest contributions

 

 

 

 

 

 
108,081

 
108,081

 
45,700

 
46

 
415,965

 
(3,913
)
 
23,312

 
435,410

 
451,329

 
886,739

Comprehensive (loss) income:
 

 
 

 
 
 
 

 
 

 
 

 
 

 
 

Net income

 

 

 

 
10,849

 
10,849

 
3,150

 
13,999

Unrealized loss on valuation of swap agreements

 

 

 
(1,494
)
 

 
(1,494
)
 
(1,061
)
 
(2,555
)
Reclassification of realized interest on swap agreements

 

 

 
923

 

 
923

 
360

 
1,283

Total comprehensive (loss) income

 

 

 
(571
)
 
10,849

 
10,278

 
2,449

 
12,727

Balance at June 30, 2012
45,700

 
$
46

 
$
415,965

 
$
(4,484
)
 
$
34,161

 
$
445,688

 
$
453,778

 
$
899,466

 















4




ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (continued)

(unaudited)
 
Common Shares
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Total
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
(amounts in thousands, except per share amounts)
Shares
 
Amount
 
 
 
 
 
 
Balance at December 31, 2010
40,254

 
$
40

 
$
303,823

 
$
(2,857
)
 
$
17,206

 
$
318,212

 
$
269,310

 
$
587,522

Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
11

 

 
49

 

 

 
49

 
(49
)
 

Dividends declared ($0.36 per Common Share)

 

 

 

 
(14,517
)
 
(14,517
)
 
(492
)
 
(15,009
)
Vesting of employee Restricted Share and LTIP awards
95

 

 
257

 

 

 
257

 
1,966

 
2,223

Common Shares issued under Employee Share Purchase Plan
2

 

 
45

 

 

 
45

 

 
45

Issuance of LTIP Unit awards to employees

 

 

 

 

 

 
2,441

 
2,441

Issuance of Common Shares to trustees
8

 

 
79

 

 

 
79

 

 
79

Exercise of Share options
1

 

 
7

 

 

 
7

 

 
7

Employee Restricted Shares cancelled
(40
)
 

 
(724
)
 

 

 
(724
)
 

 
(724
)
Noncontrolling interest distributions

 

 

 

 

 

 
(705
)
 
(705
)
Noncontrolling interest contributions

 

 

 

 

 

 
43,646

 
43,646

 
40,331

 
40

 
303,536

 
(2,857
)
 
2,689

 
303,408

 
316,117

 
619,525

Comprehensive income (loss):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net income (loss)

 

 

 

 
39,657

 
39,657

 
(4,964
)
 
34,693

Unrealized loss on valuation of swap agreements

 

 

 
(803
)
 

 
(803
)
 
(754
)
 
(1,557
)
Reclassification of realized interest on swap agreements

 

 

 
1,310

 

 
1,310

 
327

 
1,637

Total comprehensive income (loss)

 

 

 
507

 
39,657

 
40,164

 
(5,391
)
 
34,773

Balance at June 30, 2011
40,331

 
$
40

 
$
303,536

 
$
(2,350
)
 
$
42,346

 
$
343,572

 
$
310,726

 
$
654,298




See accompanying notes
 


5




ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 
Six Months Ended
(dollars in thousands)
June 30,
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
13,999

 
$
34,693

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

 
 
Depreciation and amortization
19,288

 
16,689

Amortization of financing costs
1,502

 
1,817

Gain on sale of property
(2,668
)
 
(32,498
)
Gain on debt extinguishment

 
(1,571
)
Impairment of asset

 
6,925

Non-cash accretion of notes receivable
(228
)
 
(504
)
Share compensation expense
1,958

 
2,304

Equity in (earnings) losses of unconsolidated affiliates
(4,535
)
 
85

Distributions of operating income from unconsolidated affiliates
5,559

 
806

Other, net
653

 
1,497

Changes in assets and liabilities
 

 
 
Cash in escrow
1,279

 
(2,543
)
Rents receivable, net
(2,546
)
 
(4,252
)
Prepaid expenses and other assets
(2,860
)
 
(1,223
)
Accounts payable and accrued expenses
692

 
1,077

Other liabilities
1,018

 
(3,053
)
Net cash provided by operating activities
33,111

 
20,249

CASH FLOWS FROM INVESTING ACTIVITIES
 

 
 

Acquisition of real estate
(111,115
)
 
(64,815
)
Redevelopment and property improvement costs
(41,705
)

(27,103
)
Deferred leasing costs
(2,591
)
 
(2,554
)
Investments in and advances to unconsolidated affiliates
(3,458
)
 
(41,572
)
Return of capital from unconsolidated affiliates
11,686

 
3,141

Proceeds from notes receivable
2,004

 
47,932

Issuance of notes receivable
(34,500
)
 
(3,834
)
Proceeds from sale of property
12,060

 
43,791

Net cash used in investing activities
(167,619
)
 
(45,014
)

6




ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
 
(unaudited)

 
Six Months Ended
(dollars in thousands)
June 30,
 
2012
 
2011
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Principal payments on mortgage notes
(72,477
)
 
(24,260
)
Proceeds received from mortgage notes
79,628

 
51,223

Increase in deferred financing and other costs
(3,586
)
 
(1,268
)
Capital contributions from noncontrolling interests
108,081

 
43,646

Distributions to noncontrolling interests
(45,752
)
 
(1,123
)
Dividends paid to Common Shareholders
(15,473
)
 
(14,513
)
Proceeds from stock offering, net of issuance costs of $338
60,717

 

Repurchase and cancellation of Common Shares
(150
)
 
(725
)
Common Shares issued under Employee Share Purchase Plan
40

 
45

Exercise of options to purchase Common Shares
131

 
7

Net cash provided by financing activities
111,159

 
53,032

(Decrease) increase in cash and cash equivalents
(23,349
)
 
28,267

Cash and cash equivalents, beginning of period
89,812

 
120,592

Cash and cash equivalents, end of period
$
66,463

 
$
148,859

Supplemental disclosure of cash flow information
 

 
 

Cash paid during the period for interest, net of capitalized interest of $1,907 and $2,464, respectively
$
15,709

 
$
16,683

 
 
 
 
Cash paid for income taxes
$
508

 
$
3,701

 
 
 
 
Supplemental disclosure of non-cash investing activities:
 
 
 
Acquisition of real estate through assumption of debt
$
59,335

 
$

Acquisition of real estate through issuance of OP Units
$
2,279

 
$

Acquisition of real estate through conversion of note receivable
$
4,000

 
$

 
 
 
 

See accompanying notes




7

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1.
ORGANIZATION AND BASIS OF PRESENTATION

Business and Organization

Acadia Realty Trust (the “Trust”) and subsidiaries (collectively, the “Company”), is a fully-integrated equity real estate investment trust (“REIT”) focused on the ownership, management and redevelopment of retail properties and urban/infill mixed-use properties with a retail component located primarily in high-barrier-to-entry, densely-populated metropolitan areas in the United States along the East Coast and in Chicago.

All of the Company's assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. As of June 30, 2012, the Trust controlled approximately 99% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest (“Common OP Units” or “Preferred OP Units”) and employees who have been awarded restricted OP units (“LTIP Units”) as long-term incentive compensation (Note 13). Limited partners holding Common OP Units are generally entitled to exchange their units on a one-for-one basis for common shares of beneficial interest of the Trust (“Common Shares”).
Effective May 16, 2012, the Company formed Acadia Strategic Opportunity Fund IV, LLC (“Fund IV”). As of June 30, 2012, the Company has closed on a total of $347.6 million of equity commitments with eight institutional investors. The Operating Partnership's share of closed equity commitments totaled $100.0 million. Fund IV is expected to ultimately range between $500.0 million to $550.0 million of total equity. With the committed discretionary capital, Fund IV expects to be able to acquire or develop approximately $1.0 billion to $1.5 billion of assets on a leveraged basis. The Operating Partnership is the sole managing member and can have a minimum 20.0% to a maximum 25.0% co-investment interest in Fund IV. The terms and structure of Fund IV are substantially the same as Fund III, including the Promote structure, with a Preferred Return of 6.0%. As of June 30, 2012, there have been no capital contributions made to Fund IV.

As of June 30, 2012, the Company has ownership interests in 57 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 opportunity funds (“Core Portfolio”). The Company also has ownership interests in 34 properties within three of its opportunity funds, Acadia Strategic Opportunity Fund L.P. (“Fund I”), Acadia Strategic Opportunity Fund II, LLC (“Fund II”) and Acadia Strategic Opportunity Fund III LLC (“Fund III” and together with Fund I and Fund II, the “Opportunity Funds”). The 91 Core Portfolio and Opportunity Fund properties consist of commercial properties, primarily neighborhood and community shopping centers, mixed-use properties with a retail component and self-storage properties. In addition, the Company also invests in operating companies through Acadia Mervyn Investors I, LLC (“Mervyns I”), Acadia Mervyn Investors II, LLC (“Mervyns II”) and Fund II, all on a non-recourse basis. These investments comprise and are referred to as the Company's Retailer Controlled Property initiative (“RCP Venture”). The Operating Partnership has the following equity interests in the Opportunity Funds, Mervyns I and Mervyns II:
Entity
Equity Interest Held By Operating Partnership
Fund I and Mervyns I
22.2%
Fund II and Mervyns II
20.0%
Fund III
19.9%
Fund IV
21.5%
In addition, with respect to each of the Opportunity Funds, Mervyns I and Mervyns II, the Operating Partnership is entitled to a profit participation in excess of its equity interest percentage based on certain investment return thresholds (“Promote”).
 
Basis of Presentation

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


8

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.    ORGANIZATION AND BASIS OF PRESENTATION (continued)

Unconsolidated Affiliates. Investments in entities for which the Company does not have the ability to exercise any influence are
accounted for under the cost method.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2012. The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim period. These consolidated financial statements should be read in conjunction with the Company's 2011 Annual Report on Form 10-K, as filed with the SEC on February 28, 2012.
Reclassifications
Certain reclassifications have been made to the 2011 financial statements to conform to the 2012 presentation.

Real Estate

The Company reviews its operating long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. Management does not believe that the values of any of the Company's properties are impaired as of June 30, 2012.

Involuntary Conversion of Asset
The Company experienced significant flooding that resulted in extensive damage to one of its properties during September 2011. Costs related to the clean-up and redevelopment are insured to a limit sufficient that the Company believes will allow for full restoration of the property. Loss of rents during the redevelopment are covered by business interruption insurance subject to a $0.1 million deductible. The Company plans to restore the improvements that were damaged by the flooding and expects that the costs of such restoration and rebuilding will be recoverable from insurance proceeds. In accordance with ASC Topic 360 “Property, Plant and Equipment,” and as a result of the above-described property damage, the Company has recorded a write-down of the asset's carrying value in the accompanying consolidated balance sheets of approximately $1.4 million as of June 30, 2012. In addition, the Company has recorded an insurance recovery in the same amount that is included in Prepaid Expenses and Other Assets in the accompanying consolidated balance sheets. The Company has also provided a $0.1 million provision in the 2011 year-end consolidated statement of income of the Company's 2011 Annual Report on Form 10-K, as filed with the SEC for its exposure to the insurance deductible attributable to the loss of rents. As of June 30, 2012, the Company has received initial insurance proceeds of approximately $6.9 million but is still in the process of finalizing all claims related to the flood with the insurance carrier.
Recent Accounting Pronouncements

During May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 amended ASC 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in GAAP and International Financial Reporting Standards (“IFRS”). The amendments, which primarily require additional fair value disclosure, are to be applied prospectively. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASU No. 2011-04 did not have a material impact on the Company's financial condition or results of operations.

During June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income,” which revises the manner in which companies present comprehensive income. Under ASU No. 2011-05, companies may present comprehensive income, which

9

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.    ORGANIZATION AND BASIS OF PRESENTATION (continued)

is net income adjusted for the components of other comprehensive income, either in a single continuous statement of comprehensive
income or by using two separate but consecutive statements. Regardless of the alternative chosen, companies must display adjustments for items reclassified from other comprehensive income into net income within the presentation of both net income and other comprehensive income. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011, on a retrospective basis. The Company adopted ASU 2011-05 as of December 31, 2011 and the adoption did not have a material impact on the Company's financial condition or results of operations.

During December 2011, the FASB issued ASU No. 2011-10, “Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate - a Scope Clarification," which clarifies current guidance found in ASC Topic 810 as to the proper accounting in situations when a reporting entity ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary's nonrecourse debt. ASU No. 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. The adoption of ASU No. 2011-10 did not have a material impact on the Company's financial condition or results of operations.

2.
EARNINGS PER COMMON SHARE

Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted average Common Shares outstanding. At June 30, 2012, the Company has unvested LTIP Units (Note 13) which provide for non-forfeitable rights to dividend equivalent payments. Accordingly, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share pursuant to the two-class method.

Diluted earnings per Common Share reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted share unit (“Restricted Share Units”) and share option awards issued under the Company's Share Incentive Plans (Note 13). The effect of the assumed conversion of 188 Series A Preferred OP Units into 25,067 Common Shares would be anti-dilutive and are therefore not included in the computation of diluted earnings per share for the three and six months ended June 30, 2012, but would be dilutive and therefore are included in the computation of diluted earnings per share for the three and six months ended June 30, 2011.

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























10

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


2.
EARNINGS PER COMMON SHARE (continued)

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(dollars in thousands, except per share amounts)
2012
 
2011
 
2012
 
2011
Numerator
 
 
 
 
 
 
 
Income from continuing operations
$
6,517

 
$
4,220

 
$
10,477

 
$
12,378

Less: net income attributable to participating securities
131

 
173

 
215

 
186

Income from continuing operations net of income attributable to participating securities
6,386

 
4,047

 
10,262

 
12,192

Effect of dilutive securities:
 
 
 
 
 
 
 
Preferred OP Unit distributions

 
5

 

 
9

Numerator for diluted earnings per Common Share
$
6,386

 
$
4,052

 
$
10,262

 
$
12,201

 
 
 
 
 
 
 
 
Denominator
 

 
 

 
 

 
 

Weighted average shares for basic earnings per share
44,245

 
40,334

 
43,491

 
40,326

Effect of dilutive securities:
 

 
 

 
 

 
 

Employee Restricted Share Units and share options
429

 
274

 
419

 
256

Convertible Preferred OP Units

 
25

 

 
25

Dilutive potential Common Shares
429

 
299

 
419

 
281

Denominator for diluted earnings per share
44,674

 
40,633

 
43,910

 
40,607

Basic earnings per Common Share from continuing operations attributable to Common Shareholders
$
0.14

 
$
0.10

 
$
0.23

 
$
0.30

Diluted earnings per Common Share from continuing operations attributable to Common Shareholders
$
0.14

 
$
0.10

 
$
0.23

 
$
0.30


3.
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

During January 2012, the Company established an at-the-market (“ATM”) equity program with an aggregate offering amount of up to $75.0 million in Common Shares. Through June 30, 2012, the Company issued 2.9 million Common Shares through the ATM program which generated gross proceeds of $65.7 million and net proceeds of $64.6 million. $61.0 million of the net proceeds were received through June 2012 and $3.6 million received during July 2012. The net proceeds have been used by the Company primarily to fund acquisitions directly in the Core Portfolio and through its capital contributions to the Opportunity Funds.

Noncontrolling interests represent the portion of equity in entities consolidated in the accompanying financial statements that the Company does not own. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity, separately from shareholders' equity.

Noncontrolling interests include third party interests in the Company’s Opportunity Funds and other entities. It also includes interests in the Operating Partnership which represent (i) the limited partners’ 384,376 and 279,748 Common OP Units at June 30, 2012 and December 31, 2011, respectively; (ii) 188 Series A Preferred OP Units at June 30, 2012 and December 31, 2011; and (iii) 237,000 and 217,826 LTIP Units at June 30, 2012 and December 31, 2011, respectively.










11

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


4.
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS

Acquisitions
Core Portfolio
During June 2012, the Company acquired the Brentwood Shopping Center, a 57,000 square foot shopping center located in Washington, D.C. for $21.7 million, including the assumption of $16.5 million of existing debt.

During May 2012, the Company acquired 28 Jericho Turnpike, a 96,000 square foot single tenant property located in Westbury, New York for $27.3 million.
During April 2012, the Company acquired 930 North Rush Street, a 2,930 square foot single tenant property located in Chicago, Illinois for $20.7 million.
During March 2012, the Company acquired a four property portfolio located in Chicago, Illinois for $18.8 million, including the assumption of debt of $16.0 million.
During February 2012, the Company acquired a 40,000 square foot single tenant property for $12.2 million, which included the assumption of $7.0 million of in-place mortgage debt. In addition, the Company acquired a 13,300 square foot single tenant property for $6.7 million. The properties, named River St. & Putnam Avenue, are located in Cambridge, Massachusetts.
During January 2012, the Company acquired 1520 North Milwaukee Avenue, a 3,100 square foot property located in Chicago, Illinois for $3.8 million.
The Company expensed $0.8 million of costs related to these 2012 Core Portfolio acquisitions.
Fund III
During April 2012, Fund III acquired Lincoln Park Centre, a 62,700 square foot retail property located in Chicago, Illinois for $31.5 million, including the assumption of debt of $19.8 million.
During February 2012, Fund III, in a joint venture with an unaffiliated partner, acquired a 50% interest in 640 Broadway, a 45,700 square foot property located in New York, New York for $16.3 million.
The Company expensed $1.5 million of costs related to these 2012 Fund III acquisitions.

The above 2012 acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and liabilities based on the estimated fair value of the acquired assets at the dates of acquisition. The preliminary measurements at fair value reflected below are subject to change. The Company expects to finalize the valuations and complete the purchase price allocations as soon as practical, but not later than one year from the dates of acquisition.

The following table summarizes both the Company's preliminary and finalized allocations of the purchase prices of assets acquired and liabilities assumed during 2012:

(dollars in thousands)
Finalized Purchase Price Allocation
Preliminary Purchase Price Allocation
Land
$
8,097

$
33,953

Buildings and improvements
13,142

106,199

Acquisition-related intangible assets (in Acquired lease intangibles, net)
1,517


Acquisition-related intangible liabilities (in Acquired lease and other intangibles, net)
(4,387
)

Above-below market debt assumed (included in Mortgage notes payable)
502


Total consideration
$
18,871

$
140,152





12

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


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

Acquisitions (continued)

During 2011, the Company acquired a property and recorded the preliminary allocation of the purchase price to the assets acquired based on provisional measurements of fair value. During 2012, the Company finalized the allocation of the purchase price and made certain measurement period adjustments.

The following table summarizes the preliminary allocation of the purchase price of this property as recorded as of December 31, 2011, and the finalized allocation of the purchase price as adjusted as of June 30, 2012:

(dollars in thousands)
Finalized Purchase Price Allocation
Preliminary Purchase Price Allocation
Land
$
3,110

$
2,250

Buildings and improvements
7,354

9,000

Acquisition-related intangible assets (in Acquired lease intangibles, net)
786


Total consideration
$
11,250

$
11,250


Discontinued Operations

The Company reports properties held-for-sale and properties sold during the periods as discontinued operations. The results of operations of discontinued operations are reflected as a separate component within the accompanying Consolidated Statements of Income for all periods presented.

During June 2012, Fund I sold Tarrytown Centre, a 35,000 square foot shopping center, located in Westchester, New York, for $12.8 million.

During December 2011, the Company completed the sale of 15 Fund I leasehold interests in its Kroger/Safeway portfolio for $17.5 million.

During October 2011, Fund I sold Granville Centre, a 135,000 square foot shopping center, located in Columbus, Ohio, for $2.3 million.

During May 2011, the Company sold the Ledgewood Mall, a 517,000 square foot, unencumbered enclosed mall located in Ledgewood, New Jersey, for $37.0 million.

During January 2011, the Company completed the sale of a Fund II leasehold interest in a location at the Oakbrook Center, located in Oak Brook, Illinois, for $8.2 million.

The combined assets and liabilities as of December 31, 2011, and the results of operations of the properties classified as discontinued operations for the three and six months ended June 30, 2012 and June 30, 2011, respectively are summarized as follows:















13

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


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

Discontinued Operations (continued)

BALANCE SHEET
 
 

ASSETS
 
December 31, 2011
(dollars in thousands)
 
 

Net real estate
 
$
8,859

Rents receivable, net
 
245

Deferred charges, net
 
249

Prepaid expenses and other assets
 
46

Total assets of discontinued operations
 
$
9,399

LIABILITIES
 
 

Mortgage notes payable
 
$
8,260

Accounts payable and accrued expenses
 
188

Other liabilities
 
556

Total liabilities of discontinued operations
 
$
9,004


 
 
Three Months Ended
 
Six Months Ended
STATEMENTS OF OPERATIONS
 
June 30,
 
June 30,
 
June 30,
 
June 30,
(dollars in thousands) 
 
2012
 
2011
 
2012
 
2011
Total revenues
 
$
239

 
$
1,744

 
$
691

 
$
4,330

Total expenses
 
172

 
1,012

 
398

 
2,702

Operating income
 
67

 
732

 
293

 
1,628

Impairment of asset
 

 
(6,925
)
 

 
(6,925
)
Gain on sale of property
 
2,668

 
28,576

 
2,668

 
32,498

Income from discontinued operations
 
2,735

 
22,383

 
2,961

 
27,201

(Income) loss from discontinued operations attributable to noncontrolling interests
 
(2,413
)
 
3,631

 
(2,589
)
 
78

Income from discontinued operations attributable to Common Shareholders
 
$
322

 
$
26,014

 
$
372

 
$
27,279


5.
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Core Portfolio

The Company owns a 22.2% interest in an approximately one million square foot retail portfolio (the “Brandywine Portfolio”) located in Wilmington, Delaware, a 49% interest in a 311,000 square foot shopping center located in White Plains, New York (“Crossroads”), and a 50% interest in an approximately 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio"). These investments are accounted for under the equity method.

Opportunity Funds

RCP Venture

The Company along with Klaff Realty, LP (“Klaff”) and Lubert-Adler Management, Inc. (“Lubert-Adler”) formed an investment group, the RCP Venture, for the purpose of making investments in surplus or underutilized properties owned by retailers. The RCP





14

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


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

Venture is neither a single entity nor a specific investment. Any member of this group has the option of participating, or not, in any individual investment and each individual investment has been made on a stand-alone basis through a separate limited liability company (“LLC”). These investments have been made through different investment vehicles with different affiliated and unaffiliated investors and different economics to the Company. Investments under the RCP Venture are structured as separate joint ventures as there may be other investors participating in certain investments in addition to Klaff, Lubert-Adler and Acadia. The Company has made these investments through its subsidiaries, Mervyns I, Mervyns II and Fund II, (together the “Acadia Investors”), all on a non-recourse basis. Through June 30, 2012, the Acadia Investors have made investments in Mervyns Department Stores (“Mervyns”) and Albertsons including additional investments in locations that are separate from these original investments (“Add-
On Investments”). Additionally, they have invested in Shopko, Marsh and Rex Stores Corporation (collectively “Other RCP Investments”).

The Acadia Investors have noncontrolling interests in the individual investee LLC’s as follows:
 
 
 
Acadia Investors
Ownership % in:
Investment
Investee LLC
Acadia Investors
Entity
Investee
LLC
Underlying
entity(ies)
Mervyns
KLA/Mervyn’s, LLC
Mervyns I and Mervyns II
10.5%
5.8%
Mervyns Add-On investments
KLA/Mervyn’s, LLC
Mervyns I and Mervyns II
10.5%
5.8%
Albertsons
KLA A Markets, LLC
Mervyns II
18.9%
5.7%
Albertsons Add-On investments
KLA A Markets, LLC
Mervyns II
20.0%
6.0%
Shopko
KLA-Shopko, LLC
Fund II
20.0%
2.0%
Marsh and Add-On investments
KLA Marsh, LLC
Fund II
20.0%
3.3%
Rex Stores
KLAC Rex Venture, LLC
Mervyns II
13.3%
13.3%

The Company accounts for the original investments in Mervyns and Albertsons under the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operating control.

The Company accounts for the Add-On Investments and Other RCP Investments under the cost method. Due to its minor ownership interest, based on the size of the investments as well as the terms of the underlying operating agreements, the Company has no influence over such entities' operating and financial policies. Other than the minority investor rights to which the Company is entitled pursuant to statute, it has no rights other than to receive its pro-rata share of cash distributions as declared by the managers of the Add-On Investments and Other RCP Investments. The Company has no rights with respect to the control and operation of these investment vehicles, nor with the formulation and execution of business and investment policies.

During the six months ended June 30, 2012, the Company received RCP Venture distributions from Albertsons Add-On investments and Rex Stores totaling $3.9 million of which the Operating Partnership's share totaled $0.8 million.















15

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


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

The following table summarizes activity related to the RCP Venture investments from inception through June 30, 2012:
(dollars in thousands)
 
 
 
Operating Partnership Share
Investment
Year Acquired
Invested
Capital
and Advances
 
Distributions
Invested
Capital
and Advances
 
Distributions
Mervyns
2004
$
26,058

$
45,966

$
4,901

$
11,251

Mervyns Add-On investments
2005/2008
6,517

3,558

1,046

819

Albertsons
2006
20,717

81,594

4,239

16,318

Albertsons Add-On investments
2006/2007
2,416

4,778

388

955

Shopko
2006
1,108

1,659

222

332

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

2,639

533

528

Rex Stores
2007
2,701

1,623

535

325

 
 
$
62,184

$
141,817

$
11,864

$
30,528


Other Opportunity Fund Investments
The unaffiliated venture partners for Fund III's investments in Lincoln Road, Parkway Crossing and the White City Shopping Center maintain control over these entities and, as such, the Company accounts for these investments under the equity method.
Fund III owned an 84% interest in the Shop Rite at Orchard Center, which was accounted for using the equity method. During the second quarter of 2012, this property was sold for $13.8 million.
During the second quarter of 2012, Fund III made a 49% equity investment in an entity that holds a $2.2 million note receivable that is collateralized by a property. The note bears interest at 6% and matures February 2, 2017. As the unaffiliated venture partner maintains control over this entity, the Company accounts for this investment under the equity method.
During June 2010, Fund III, in a joint venture with an unaffiliated partner, invested in an entity for the purpose of providing management services to owners of self-storage properties, including the 14 locations currently owned through Fund II and Fund III. Fund III has a 50% interest in the entity. This entity was determined to be a variable interest entity for which the Company was determined not to be the primary beneficiary. As such, the Company accounts for this investment under the equity method.
Summary of Investments in Unconsolidated Affiliates

The following Combined and Condensed Balance Sheets and Statements of Operations, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates.

(dollars in thousands)
June 30,
2012
 
December 31,
2011
Combined and Condensed Balance Sheets
 
 
 
Assets
 
 
 
Rental property, net
$
274,039

 
$
280,470

Investment in unconsolidated affiliates
107,667

 
156,421

Other assets
34,679

 
29,587

Total assets
$
416,385

 
$
466,478

Liabilities and partners’ equity
 

 
 

Mortgage notes payable
$
310,090

 
$
319,425

Other liabilities
24,318

 
16,902

Partners’ equity
81,977

 
130,151

Total liabilities and partners’ equity
$
416,385

 
$
466,478

Company’s investment in and advances to unconsolidated affiliates
$
75,495

 
$
84,568

Company's share of distributions in excess of income and investments in unconsolidated affiliates
$
(22,229
)
 
$
(21,710
)

16

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


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

 
Three Months Ended
 
Six Months Ended
(dollars in thousands)
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
Combined and Condensed Statements of Operations
 
 
 
 
 
 
 
Total revenues
$
11,922

 
$
10,917

 
$
24,218

 
$
20,499

Operating and other expenses
4,362

 
3,528

 
8,816

 
7,294

Interest and other finance expense
4,613

 
4,242

 
9,251

 
8,258

Equity in earnings (losses) of unconsolidated affiliates
6,469

 
(1,370
)
 
4,846

 
(412
)
Depreciation and amortization
2,371

 
2,376

 
4,643

 
4,245

Gain on sale of property
3,402

 

 
3,402

 

Net income (loss)
$
10,447

 
$
(599
)
 
$
9,756

 
$
290

 
 
 
 
 
 
 
 
Company’s share of net income
$
4,689

 
$
160

 
$
4,731

 
$
110

Amortization of excess investment
(98
)
 
(97
)
 
(196
)
 
(195
)
Company’s equity in earnings (losses) of unconsolidated affiliates
$
4,591

 
$
63

 
$
4,535

 
$
(85
)
 

6.
NOTES RECEIVABLE

As of June 30, 2012, the Company’s notes receivable, net, aggregated $88.7 million, and were collateralized either by the underlying properties or the borrowers' ownership interests in the entities that own the properties and/or by the borrowers' personal guarantee subject, as applicable, to senior liens, as follows:
Description
Effective
Interest
Rate
Maturity Date
First
Priority
Liens
Net Carrying
amount
of Notes
Receivable
Extension
Options
(dollars in thousands)
 
 
 
 
 
Zero Coupon Loan
24.0%
1/3/2016
$
166,200

$
3,762

Mezzanine Loan
10.0%
12/31/2013
85,835

9,089

Mezzanine Loan
15.0%
Upon Capital Event
11,925

3,834

First Mortgage Loan
12.0%
12/5/2012

19,500

First Mortgage Loan
9.2%
3/30/2013

3,000

First Mortgage Loan
10.8%
Demand

10,000

First Mortgage Loan
5.3%
Demand

18,500

First Mortgage Loan
6.0%
12/1/2012

12,609

2 x 6 months
Construction Loan
20.5%
10/1/2012

5,400

Individually less than 3.0%
10.0% to 12.0%
12/31/13 to 1/1/17
37,623

3,018

Total
 
 
 

$
88,712

 
During April 2012, the Company acquired a first mortgage loan, collateralized by a property located in Brooklyn, New York, for $18.5 million. The loan, with an initial maturity date of May 2012, has been in default since November 2011 and has been accruing interest at a 16.0% annual default interest rate. As of June 30, 2012, the loan had an outstanding balance of $23.5 million, including default interest, and was in maturity default. The Company has commenced foreclosure proceedings and is currently awaiting the appointment of a receiver.



17

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


6.
NOTES RECEIVABLE (continued)

Allowances for real estate notes receivable are established based upon management's quarterly review of the investments. In performing this review, management considers the estimated net recoverable value of the loan 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 loans may differ materially from the carrying value at the balance sheet date. The Company charges additions to the allowance for loan losses to current period earnings through a provision for loan losses.

The activity in the allowance for notes receivable for the six months ended June 30, 2012 is as follows:

(dollars in thousands)
Allowance for Notes Receivable
Balance at December 31, 2011
$
3,276

Provision for losses on notes receivable
5,115

Balance at June 30, 2012
$
8,391



7.
DERIVATIVE FINANCIAL INSTRUMENTS

As of June 30, 2012, the Company's derivative financial instruments consisted of seven interest rate swaps with an aggregate notional value of $134.2 million, which effectively fix LIBOR at rates ranging from 0.7% to 3.79% and mature between November 2012 and December 2022. The Company also has four derivative financial instruments with a notional value of $97.8 million which cap variable-rate interest at rates ranging from 3.0% to 6.0% and mature between October 2012 and July 2015. The fair value of these derivative instruments, which is included in other liabilities in the Consolidated Balance Sheets, was a liability totaling $4.4 million and $3.5 million at June 30, 2012 and December 31, 2011, respectively. The notional value does not represent exposure to credit, interest rate, or market risks. The Company is also a party to one forward interest rate swap transaction with respect to $12.5 million of LIBOR-based variable-rate debt.

These derivative instruments have been designated as cash flow hedges and hedge the future cash outflows of variable-rate interest payments on mortgage debt. Such instruments are reported at the fair value reflected above. As of June 30, 2012 and December 31, 2011, unrealized losses totaling $4.5 million and $3.9 million, respectively, were reflected in accumulated other comprehensive loss on the consolidated balance sheets.

As of June 30, 2012 and December 31, 2011, no derivatives were designated as fair value hedges, hedges of net investments in foreign operations or considered to be ineffective. Additionally, the Company does not use derivatives for trading or speculative purposes.
In conjunction with its implementation of updates to the fair value measurements guidance, the Company made an accounting policy election to measure derivative financial instruments subject to master netting agreements on a net basis.

8.
MORTGAGE NOTES PAYABLE

The Company completed the following transactions related to mortgage notes payable and credit facilities during the six months ended June 30, 2012:

During the six months ended June 30, 2012, the Company repaid $53.1 million under the Fund III subscription line of credit. As
of June 30, 2012, the total outstanding amount under this facility was $82.9 million.

During the six months ended June 30, 2012, the Company repaid $7.6 million under the Fund II term loan. As of June 30, 2012, the total outstanding amount under this facility was $32.4 million.






18

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

8.
MORTGAGE NOTES PAYABLE (continued)

During June 2012, the Company closed on a $22.8 million loan collateralized by a property. The loan bears interest at LIBOR plus 295 basis points and matures on July 1, 2015, and has one one-year extension option.

During June 2012, in conjunction with the acquisition of the Brentwood Shopping Center (Note 4), the Company assumed a loan of $16.5 million. The loan bears interest at 6.35% and matures on December 1, 2016.

During June 2012, in conjunction with the disposition of a property (Note 4), the Company repaid an $8.3 million loan.

During May 2012, the Company closed on a $4.3 million loan collateralized by a property. This loan bears interest at 3.68% and matures on May 1, 2016, and has one five-year extension option. The proceeds were used to pay off bridge financing in connection with the acquisition of a property.

During April 2012, the Company amended an existing $56.5 million construction loan collateralized by a property with a $69.6 million loan. This loan bears interest at LIBOR plus 225 basis points and matures on May 1, 2015, and has two one-year extension options.

During April 2012, the Company received an additional $23.6 million of proceeds on a loan collateralized by a property. As of June 30, 2012, the total outstanding amount on this loan was $73.9 million.

During April 2012, the Company closed on a $15.5 million loan collateralized by a property. The loan bears interest at LIBOR plus 190 basis points and matures on April 27, 2019.

During April 2012, in conjunction with the acquisition of Lincoln Park Centre (Note 4), the Company assumed a loan of $19.8 million. The loan bears interest at 5.85% and matures on December 31, 2013.

During March 2012, in conjunction with the acquisition of four properties in Chicago, Illinois (Note 4), the Company assumed loans of $14.5 million and $1.5 million, which bear interest at 5.62% and 5.55%, respectively, and mature on February 1, 2016.

During February 2012, in conjunction with the acquisition of River St. & Putnam Avenue (Note 4), the Company assumed a $7.0 million loan which bears interest at 6.26% and matures on May 1, 2016, and has one five-year extension option.



9.
CONVERTIBLE NOTES PAYABLE

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

As of December 31, 2011, all loan costs associated with the issuance have been expensed and there is no remaining net carrying amount of the equity component. The additional non-cash interest expense recognized in the Consolidated Statements of Income was $0.3 million for the three months ended June 30, 2011 and $0.5 million for the six months ended June 30, 2011. The if-converted value of the Convertible Notes does not exceed their aggregate principal amount as of June 30, 2012 and there are no derivative transactions that were entered into in connection with the issuance of the Convertible Notes.

Through December 31, 2011, the Company had purchased $114.1 million in principal amount of its Convertible Notes at an average discount of approximately 11% of which $24.0 million was repurchased by the Company at par on December 20, 2011 pursuant to the holder's exercise of their repurchase option. The Company did not purchase any of its Convertible Notes during the six months ended June 30, 2012. The outstanding Convertible Notes as of June 30, 2012 was $0.9 million.




19

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

10.         FAIR VALUE MEASUREMENTS

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

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2012:
(dollars in thousands)
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
Derivative financial instruments (Note 7)
$

 
$
4,420

 
$


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

Financial Instruments

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

The Company has determined the estimated fair values of the following financial instruments by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date:
 
June 30, 2012
 
December 31, 2011
(dollars in thousands)
Carrying
Amount
 
Estimated
Fair
Value
 
Carrying
Amount
 
Estimated
Fair
Value
 
 
 
 
 
 
 
 
Notes Receivable
$
88,712

 
$
88,712

 
$
59,989

 
$
59,989

Mortgage Notes Payable and Convertible Notes Payable
$
854,854

 
$
875,240

 
$
780,580

 
$
784,489


11.
RELATED PARTY TRANSACTIONS

The Company earned property management fees, legal and leasing fees from the Brandywine Portfolio totaling $0.2 million for each of the three months ended June 30, 2012 and 2011, and $0.4 million and $0.7 million for the six months ended June 30, 2012 and 2011, respectively.

Related party receivables due from an unconsolidated affiliate totaled $1.5 million at June 30, 2012 and $1.4 million at December 31, 2011.

Lee Wielansky, the Lead Trustee of the Company, was paid a consulting fee of $25,000 for each of the three months ended June 30, 2012 and 2011 and $50,000 for each of the six months ended June 30, 2012 and 2011.












20

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

12.
SEGMENT REPORTING

The Company has five reportable segments: Core Portfolio, Opportunity Funds, Self-Storage Investments, Notes Receivable and Other. “Notes Receivable” consists of the Company's notes receivable and related interest income. “Other” consists primarily of management fees and other interest income. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Investments in the Core Portfolio are typically held long-term. Given the contemplated finite life of the Opportunity Funds, these investments are typically held for shorter terms. Fees earned by the Company as the general partner/managing member of the Opportunity Funds are eliminated in the Company's consolidated financial statements. The following tables set forth certain segment information for the Company, reclassified for discontinued operations, as of and for the three and six months ended June 30, 2012 and 2011 and does not include unconsolidated affiliates:

Three Months Ended June 30, 2012
(dollars in thousands)
Core
Portfolio
 
Opportunity
Funds
 
Self-
Storage
Investments
 
Notes
Receivable
 
Other
 
Amounts
Eliminated in
Consolidation
 
Total
Revenues
$
17,003

 
$
16,555

 
$
6,350

 
$
2,155

 
$
6,140

 
$
(5,777
)
 
$
42,426

Property operating expenses
and real estate taxes
4,468

 
6,618

 
3,107

 

 

 
(745
)
 
13,448

General and administrative
5,774

 
4,206

 

 

 

 
(4,763
)
 
5,217

Income before depreciation and amortization and interest and other finance expense
$
6,761

 
$
5,731

 
$
3,243

 
$
2,155

 
$
6,140