UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

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

For the fiscal year ended December 31, 2024

or

☐	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 001-12002

ACADIA REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland		23-2715194
(State or Other Jurisdiction of Incorporation or Organization)		(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.

YES ☒		NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES ☐		NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒		NO ☐

Indicate by check mark 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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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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 June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1,886.4 million, based on a price of $17.92 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 10, 2025 was 119,679,930.

 

 

 

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ACADIA REALTY TRUST AND SUBSIDIARIES

FORM 10-K

INDEX

 

Item No.	Description		Page
	PART I
1.	Business		7
1A.	Risk Factors		12
1B.	Unresolved Staff Comments		30
1C.	Cybersecurity		30
2.	Properties		31
3.	Legal Proceedings		41
4.	Mine Safety Disclosures		41
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		41
6.	[Reserved]		43
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
7A.	Quantitative and Qualitative Disclosures about Market Risk		57
8.	Financial Statements and Supplementary Data		60
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		124
9A.	Controls and Procedures		124
9B.	Other Information		126
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		126
	PART III
10.	Directors, Executive Officers and Corporate Governance		126
11.	Executive Compensation		126
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		126
13.	Certain Relationships and Related Transactions and Director Independence		126
14.	Principal Accountant Fees and Services		127
	PART IV
15.	Exhibits and Financial Statement Schedules		128
16.	Form 10-K Summary		131
	SIGNATURES		132

 

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.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Report of Acadia Realty Trust, a Maryland real estate investment trust, (the “Company”), may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations are generally identifiable by the use of the words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” or the negative thereof, or other variations thereon or comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results and financial performance to be materially different from future results and financial performance expressed or implied by such forward-looking statements, including, but not limited to: (i) macroeconomic conditions, including due to geopolitical conditions and instability, which may lead to a disruption of or lack of access to the capital markets, disruptions and instability in the banking and financial services industries and rising inflation; (ii) our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (iii) changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and their effect on our revenues, earnings and funding sources; (iv) increases in our borrowing costs as a result of rising inflation, changes in interest rates and other factors; (v) our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; (vi) our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners’ financial condition; (vii) our ability to obtain the financial results expected from our development and redevelopment projects; (viii) our tenants’ ability and willingness to renew their leases with us upon expiration, our ability to re-lease our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations we may incur in connection with the replacement of an existing tenant; (ix) our potential liability for environmental matters; (x) damage to our properties from catastrophic weather and other natural events, and the physical effects of climate change; (xi) the economic, political and social impact of, and uncertainty surrounding, any public health crisis, which adversely affected the Company and its tenants’ business, financial condition, results of operations and liquidity; (xii) uninsured losses; (xiii) our ability and willingness to maintain our qualification as a real estate investment trust (“REIT”) in light of economic, market, legal, tax and other considerations; (xiv) information technology security breaches, including increased cybersecurity risks relating to the use of remote technology; (xv) the loss of key executives; and (xvi) the accuracy of our methodologies and estimates regarding corporate responsibility metrics, goals and targets, tenant willingness and ability to collaborate towards reporting such metrics and meeting such goals and targets, and the impact of governmental regulation on our corporate responsibility efforts.

The factors described above are not exhaustive and additional factors could adversely affect the Company’s future results and financial performance, including the risk factors discussed under the section captioned “Risk Factors” 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. Any forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any changes in the Company’s expectations with regard thereto or changes in the events, conditions, or circumstances on which such forward-looking statements are based.

 

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SUMMARY RISK FACTORS

Set forth below is a summary of the risks described under Item 1A. Risk Factors in the Report on Form 10-K:

Risks related to our business, properties and tenants

Risks related to our liquidity and indebtedness

Risks related to litigation, environmental matters and government regulation

 

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Risks related to our management and structure

Risks related to our REIT status

General risk factors

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PART I

ITEM 1. BUSINESS.

GENERAL

Acadia Realty Trust (the “Trust”) was formed on March 4, 1993 as a Maryland 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 Investment Management (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, 2024, the Trust controlled approximately 96% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest (“Common OP Units” or “Preferred OP Units,” 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, par value $0.001 per share, of the Company (“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:

Investment Strategy — Generate External Growth through our Dual Platforms: Core Portfolio and Investment Management

The objective 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, is a key strategic consideration 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.

 

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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. Considering 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 utilize smaller and more productive formats closer to their shopping population. Accordingly, our focus for Core Portfolio and Investment Management 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 an Investment Management platform, through which our Operating Partnership and outside institutional investors, including, but not limited to, endowments, foundations, pension funds and investment management companies, 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 investment period for our most recent fund was completed in August 2023. Thus, as of December 31, we have closed on all new investments in our Funds, and any remaining obligations to our Funds are related to existing investments. Due to our level of control, we consolidate these Funds for financial reporting purposes. 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%). Each co-investment is negotiated on an individual basis and could result in varying economic terms.

The Operating Partnership is the sole general partner or managing member of the Funds and earns priority distributions or fees 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 flows are distributed 20% to the Operating Partnership (“Promote”) and 80% to the partners or members (including the Operating Partnership).

We earn revenues from our unconsolidated co-investment ventures, principally through asset management and property management services. We earn additional revenues by providing leasing, acquisition, construction management, development and legal services. In certain ventures, we also have the ability to earn revenues through incentive fees (“promotes” or “promote revenues”) periodically during the life of a venture, upon liquidation of a venture or upon stabilization of individual venture assets based primarily on the total return of the investments over certain financial hurdles. We plan to grow this business and increase revenues by increasing our co-investment assets under management in existing or new ventures.

See Note 1 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 and redevelopment with sources of capital determined by management to be the most appropriate based on, among other factors, availability in current capital markets, pricing, and other commercial and financial terms. Such sources of capital may include the issuance of public equity, unsecured debt, property mortgage loans and construction loans, and other capital alternatives including strategic capital and 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 Secured Overnight Financing Rate (“SOFR”) swap agreements and interest rate caps as discussed further in Item 7A. Quantitative and Qualitative Disclosures about Market Risk of this Report.

We maintain a share repurchase program that authorizes management, at its discretion, to repurchase up to $200.0 million of outstanding Common Shares. The program may be discontinued or extended at any time. We did not repurchase any shares during the years ended December 31, 2024, 2023 or 2022. As of December 31, 2024, management may repurchase up to approximately $122.5 million of Common Shares under the program. See Note 10.

We also maintain an at-the-market equity issuance program (the “ATM Program”) that provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an as-we-go basis to fund our capital needs. Through the ATM Program, we have been able to effectively “match-fund” a portion of the required capital for our Core Portfolio and Investment Management 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 Investment Management acquisitions, the repayment of outstanding indebtedness and for other general corporate purposes.

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During the year ended December 31, 2024, we raised net proceeds of $732.0 million through the issuance of 33.8 million shares from primary offerings and our ATM program, inclusive of shares issued on a forward basis (Note 10).

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/redevelopment, leasing, and management of retail real estate by creating value through property development/redevelopment, re-tenanting and establishing joint ventures, such as the Investment Management platform, in which we may earn, in addition to a return on our equity interest, a Promote, priority distributions or fees.

Operating functions such as leasing, property management, construction, finance and legal are generally provided by our personnel, providing for a vertically integrated operating platform.

INVESTING ACTIVITIES

See Item 2. Properties for a description of the properties in our Core and Investment Management portfolios. See Significant Developments under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed discussion of our consolidated and unconsolidated acquisitions, dispositions and financing activity for the year ended December 31, 2024.

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, trade areas.

As we typically hold our Core Portfolio properties for long-term investment, we review our 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 our leasing department 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.

Investment Management

 

Our Investment Management investments consist of suburban shopping centers and urban retail assets structured as wholly-owned by our Funds or through jointly-owned investments.

 

Structured Finance Program

 

We also make investments in first property mortgage loans and other notes receivable collateralized by real estate, (which we refer to as our Structured Finance Program or SF), either directly or through entities having an ownership interest therein.

 

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, 2024, there were four Core Portfolio and one Investment Management development projects, and eight Core Portfolio and one Investment Management redevelopment projects. During the year ended December 31, 2024, we began development of two Core Portfolio properties. See Item 2. Properties—Development Activities and Note 2.

GOVERNMENT REGULATIONS AND ENVIRONMENTAL LAWS

We are subject to federal, state and local laws and regulations, including environmental laws and regulations. As of the date of this Report, we do not expect the cost of compliance with such laws and regulations to have a material impact on our capital expenditures, earnings, or competitive position. See Item 1A. Risk Factors — Risks Related to Litigation, Environmental Matters and Governmental Regulation.

We may be liable for the costs of removal or remediation of certain hazardous or toxic substances at our property sites, 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 our properties. 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 such substances, or the failure to properly dispose of or remove such substances, may adversely impact our ability to sell or rent an affected property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions.

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Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with the ADA. See Item 1A. Risk Factors — Compliance with the ADA 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.

In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs. Compliance with new laws or regulations related to climate change may require us to make improvements to our existing properties or pay additional taxes and fees assessed on us or our properties. See Item 1A. Risk Factors — Climate change, natural disasters or health crises could adversely affect our properties and business.

CORPORATE HEADQUARTERS

Our executive office is located at 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, and our telephone number is (914) 288-8100.

HUMAN CAPITAL

As of December 31, 2024, we had 129 employees, of whom 102 were located at our executive office and 27 were located at regional property management offices. None of our employees are covered by collective bargaining agreements and management believes that its relationship with employees is good.

We are committed to fostering an energized and motivated workforce through programs and benefits that promote employee satisfaction, wellness and advancement. We have been recognized as a Great Place to Work® based on employee satisfaction surveys for five consecutive years.

We invest in the training and development of our people. Education opportunities are offered within our organization and through attendance at industry conferences, seminars, and company-offered resources and self-paced work.

Our senior management team focuses on succession planning for senior leadership and business unit lead roles and presents a succession plan to our Board annually. To promote career advancement, leadership training opportunities are available to managers and high-potential employees who are identified as potential successors for senior-level roles.

We offer a comprehensive benefits package to all eligible employees. All Acadia employees are eligible to participate in our Wellness at Acadia Program which advocates for, and provides resources regarding, nutrition, exercise, mental health, and workplace ergonomics.

CORPORATE RESPONSIBILITY

We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance and compliance with applicable law. Our corporate responsibility strategy and practices are overseen by the Board’s Nominating and Corporate Governance (“NCG”) Committee. The NCG Committee periodically reviews our corporate responsibility strategy, practices and policies, receives regular updates from management regarding our activities and reports to the full Board for further discussion and evaluation as needed and appropriate.

We aim to reduce the environmental impact of our portfolio by maximizing energy efficiency, renewable energy generation, renewable power procurement, and water conservation, in alignment with financial value creation. Our energy efficiency strategy seeks to reduce energy consumption through a variety of measures, including LED lighting and smart lighting controls upgrades in our parking areas, and smart thermostat installations in our vacant tenant spaces. Our complementary renewable energy strategy seeks to incorporate the use of electricity sourced from renewable energy projects, such as solar and wind, for the landlord-controlled common areas of our properties. We engage in renewable energy projects through leasing roof and parking lot space at our properties for solar panel arrays and electric vehicle charging stations.

Our water management program focuses on monitoring and reducing common area water consumption through the use of drought-resistant, native plantings that save water and the installation of smart irrigation systems with features like rain sensors to ensure the irrigation is turned on only when necessary. We also encourage water management practices by our tenants, such as through the use of submeters at certain of our properties to give our retail tenants visibility into their water consumption and a financial incentive to decrease their consumption.

We include a green clause in our standard form of retail leases to align tenant and landlord interests in promoting the sustainability of our properties. We are proud to be named a Green Lease Leader by the Institute for Market Transformation/the U.S. Department of Energy’s Better Buildings Alliance and to have achieved gold status for using green leases to engage our tenants in making our properties more sustainable.

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We strive to monitor and mitigate climate-related risks to our business. We assess how climate change, natural disasters, and health crises could impact our properties and operations on an ongoing basis. Our geographically diverse U.S. portfolio reduces exposure to single risk factors. For standing investments, we consider climate-related risks in our enterprise risk management, budgeting, and capital improvement processes. For new acquisitions, we assess climate-related risks during the due diligence stage, considering the potential impact of physical and transition climate risks, both now and in the future. These risks are evaluated alongside other risks for new acquisitions, and necessary mitigation is included in initial capital planning and improvements.

The health and well-being of our tenants and their employees and customers are important to us, and we are committed to maintaining safe and secure shopping centers.

We regularly monitor corporate governance developments, recommend best practices, and take into account stakeholder feedback. We believe that sound corporate governance strengthens the accountability of our Board and management and promotes the long-term interests of our shareholders. Governance highlights include: optout of the Board self-classification provisions of Subtitle 8 (as defined below); no shareholder rights plan; annual election of trustees; majority voting standard for trustees in uncontested elections with a resignation policy if an incumbent Trustee fails to receive the required vote for re-election; independent Board with a lead independent trustee; regular succession planning; risk oversight by the full Board and committees; claw-back, anti-hedging and anti-pledging policies; annual Say-on-Pay vote; and shareholders’ ability to call a special meeting.

Additional information about our approach to corporate responsibility is available in our Proxy and Corporate Responsibility Report. Such information is not incorporated by reference into, and is not part of, this annual report on Form 10-K.

COMPANY WEBSITE

All of our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to such reports, are available at no cost on the Investors page of our website at www.acadiarealty.com, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. These filings can also be accessed through the SEC’s website at www.sec.gov. Alternatively, we will provide paper copies of our filings, including this Report, at no cost upon request addressed to Investor Relations at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, phone number (914) 288-8100 or email investorrelations@acadiarealty.com.

We use, and intend to use, the Investors page of our website as a means of disclosing material nonpublic information and of complying with our disclosure obligations under Regulation FD, including, without limitation, through the posting of investor presentations that may include material nonpublic information. Accordingly, investors should monitor the Investors page, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Report.

CODE OF ETHICS AND WHISTLEBLOWER POLICIES

Our Board 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 Investors – Governance page of our website at www.acadiarealty.com. We will disclose future amendments to, or waivers from (with respect to our executive officers and trustees), our Code of Business Conduct and Ethics on our website within four business days following the date of such amendment or waiver. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Report.

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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 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”.

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 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, OUR PROPERTIES AND OUR TENANTS

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 make distributions to our shareholders.

Real property investments are subject to multiple risks. Real estate values are affected by several 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 property mortgage loan 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 17.1% 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 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 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 anchor tenants have to vacate and prevent re-tenanting by paying rent for the balance of the lease term, a practice known as “going dark”, such as the case of the departure of a “shadow” anchor tenant that is owned by another landlord. In addition, if certain anchor tenants cease to occupy a property, could trigger certain contractual rights for a significant number of other tenants 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. Such rights are also known as “co-tenancy” conditions. 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.

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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. 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 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, or 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 promptly re-let 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 for additional information regarding the scheduled lease expirations in our portfolio. In addition, current inflation levels are greater than the contractual rent increases we obtain from our tenant base. As a result, the Company could experience pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.

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 and bankruptcy incidence of some large retailing companies, 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 may cause a downturn in the business of our current tenants and affect future leases, which could adversely affect our financial condition.

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 potentially affecting 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 promptly respond to trends in the market because of, amongst others, the illiquid nature of real estate, our occupancy levels and financial results could suffer. See the Risk Factor entitled, “Our ability to change our portfolio is limited because real estate investments are illiquid” below.

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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 promptly change our portfolio 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 Internal Revenue Code of 1986, as amended (the “Code”), contains restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Our Board 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 may change our investment policy or objectives 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.

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 44.0% and 17.3% of the annual base rents within our Core Portfolio, respectively. In addition, Investment Management derives 21.8%, 22.0% and 32.7% of its annual base rents from the Northeast, Southeast and New York metropolitan regions of the United States, 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.

Our development and construction activities could affect our operating results.

We intend to continue selective development and construction of retail properties. See Item 1. Business — Investing Activities– Investment Management–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, among others, the risks that:

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 a project’s costs and the risk of a strike, thereby affecting construction timelines.

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Additionally, the time frames required for development, construction and lease-up of these properties may prevent us from realizing a significant cash return for several years. If any of the above events occur, the development and construction 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 and construction activities typically require substantial time and attention from management, regardless of whether or not they are ultimately successful.

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:

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.

We may not be able to recover our investments in marketable securities or other investments, which may result in significant losses to us.

Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer, which may result in significant losses to us. Marketable securities are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in marketable securities are subject to risks of substantial market price volatility, resulting from changes in prevailing interest rates and the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations. These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8 for additional discussion regarding the shares held by the Company of Albertsons Companies, Inc. (“Albertsons”).

The economic performance and value of our other retail operations investments, which we do not control, are subject to risks associated with owning and operating retail businesses, as outlined in our other risk factors provided herein. A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”) against such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through charges to earnings equal to the entire difference between the asset’s amortized cost and its fair value at the balance sheet date. When an OTTI is recognized through earnings, a new cost basis is established for the asset, and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value.

 

 

Our real estate assets may be subject to impairment charges.

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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.

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 due diligence on all services providers, contractually specify privacy and data security responsibilities, and restrict access, use and disclosure of personal information.

Actual or perceived threats associated with epidemics, pandemics or other public health crises, have had and could continue to have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.

Epidemics, pandemics, or other public health crises, that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.

Our retail tenants depend on in-person interactions with their customers to generate unit-level profitability, and an epidemic, pandemic or other public health crisis may decrease customer willingness to frequent, and “shelter-in-place” or “stay-at-home” orders or recommendations may prevent customers from frequenting our tenants’ businesses, which may result in their inability to maintain profitability and make timely rental payments to us under their leases. Such restrictions may also affect customer behavior in the long term by, among other things, creating a preference for e-commerce, as discussed further in our risk factors above.

RISKS RELATED TO OUR LIQUIDITY AND INDEBTEDNESS

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, 2024, our outstanding indebtedness was $1,547.9 million, of which $405.4 million was variable-rate indebtedness.

None of our Declaration of Trust, our Bylaws or any policy statement formally adopted by our Board 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.

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Although approximately 73.8% of our outstanding debt has fixed or effectively fixed interest rates, we also borrow funds at variable interest rates. We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt, 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, 2024 would increase by approximately $4.1 million annually for a 100-basis-point increase in interest rates. This exposure would increase if we sought 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.

Our inability to raise capital 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 Investment Management. 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, 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, or other sources of strategic capital, 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 from Investment Management, such a situation would also adversely impact the amount of or ability to earn such Promote distributions or fees.

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 investments may also include contractual payment-in-kind (“PIK”) interest arrangements, which typically represents contractual interest added to a loan balance and due at the end of such loan's term. Higher interest rates of PIK instruments reflect the payment deferral, which may result in a higher principal amount at the maturity of the instrument as compared to the original principal amount of the instrument. PIK instruments generally represent a higher credit risk than the traditional coupon-only loans.

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RISKS RELATED TO LITIGATION, ENVIRONMENTAL MATTERS AND GOVERNMENTAL REGULATION

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.

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:

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, and environmental liability insurance 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 property mortgage loans 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.

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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. Legal Proceedings and the Notes to Consolidated Financial Statements as updated by our subsequent filings with the SEC, 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 ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in the 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 MANAGEMENT AND STRUCTURE

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, as well as an emergency transition plan, 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.

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 have pursued and may in the future pursue 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 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 Board may change our investment policy or objectives without shareholder approval.

Our Board 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 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 the concentration of investments in any one geographic region. Although our Board 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 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.

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Concentration of ownership by certain investors may allow these investors to exert influence over the business and affairs of our Company.

As of December 31, 2024, six institutional shareholders own 5% or more individually, and 61.9% in the aggregate, of our Common Shares. While this ownership concentration does not jeopardize our qualification as a REIT for U.S. federal income tax purposes (due to certain “look-through provisions” of the Code), 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. Additionally, our Board may, in its sole discretion, waive or modify the 9.8% Common Shares ownership limit in our Declaration of Trust with respect to one or more persons if it is satisfied that ownership in excess of the limit will not jeopardize our qualification as a REIT for U.S. federal income tax purposes. From time to time, we have entered into waivers with certain institutional investors, subject to certain representations from such investors, including that the Common Shares held by the investors will be held in the ordinary course of business and not with the purpose or effect of changing or influencing control of us.

Restrictions on a potential change of control could prevent changes that would be beneficial to our shareholders.

Our Board 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 the Company, including one that could be in the best interests of our 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” or their resignation for “good reason” (each, as defined in the respective agreement), 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.

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 (i) any person who beneficially owns 10% or more of the voting power of the REIT’s outstanding voting shares of beneficial interest or (ii) an affiliate or 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 (iii) 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 beneficial interest 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. 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, the 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 by majority vote or by our shareholders, pursuant to a binding proposal properly submitted for consideration at a meeting of shareholders, by the affirmative vote of a majority of all votes entitled to be cast on the matter, and there can be no assurance that this provision will not be amended or eliminated at any time in the future.

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Additionally, Title 3, Subtitle 8 of the MGCL (“Subtitle 8”) permits our Board, 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. Exhibits and Financial Statement Schedules hereto, the Board approved a resolution to opt out of Section 3-803 of Subtitle 8 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:

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.

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.

Our joint venture investments carry additional risks not present in our direct investments.

Partnership or joint venture investments (that may include, among others, tenancy-in common and other similar 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 impasses 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.

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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.

We are subject to risks and liabilities in connection with forming and attracting third-party investment in co-investment ventures, investing in new or existing co-investment ventures, and managing properties through co-investment ventures.

At December 31, 2024, we had investments through our Investment Management platform in co-investment ventures. There can be no assurance that we will be able to form new co-investment ventures, or attract third-party investment or that additional investments in new or existing ventures to develop, redevelop or acquire properties will be successful. Further, there can be no assurance that we are able to realize value from our existing or future investments. The same factors that impact the valuation of our Core Portfolio also impact the portfolios held by the Investment Management platform and could result in other than temporary impairment of our investment and a reduction in fee revenues.

Our Investment Management ventures involve certain additional risks that we may not otherwise face, including:

We generally seek to maintain sufficient influence over our co-investment ventures to permit us to achieve our business objectives; however, we may not be able to continue to do so indefinitely. If any of the foregoing were to occur, our cash flow, financial condition and results of operations could be adversely affected.

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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 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 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 U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at the regular corporate rates and we could be subject to the one-percent excise tax on share repurchases imposed pursuant to Section 4501(a) of the Code. 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 our status as a REIT for Federal income tax purposes.

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.

We may be required to borrow funds or sell assets to satisfy the 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”), and the creation of reserves or required amortization payments. We have historically satisfied these distribution requirements by making cash distributions to our shareholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distribution requirements with cash, we may need to borrow funds on a short term basis or sell assets, to meet the REIT distribution requirements and avoid the payment of income and excise taxes even if the then prevailing market conditions are not favorable for these borrowings or sales. These cash needs could result from differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the market price of our Common Shares, and our current and potential future earnings. 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 section 199A of the Code, 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 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.

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Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify to be taxed as a REIT for U.S. federal income tax purposes, 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 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.

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 net taxable 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 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.

GENERAL RISK FACTORS

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.

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Certain sectors of the U. S. economy have experienced weakness over the past several years. 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. There can be no assurance that an economic recovery will occur or continue.

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.

Political and economic uncertainty could have an adverse effect on our business.

The year ended December 31, 2024 was impacted by significant volatility in global markets, largely driven by rising inflation and interest rates, slowing economic growth, geopolitical uncertainty (including as a result of the armed conflict between Russia and Ukraine, and recent escalation in the conflict between the State of Israel and Hamas, and amongst other conflicts in the Middle East and North Africa), supply-chain disruptions and instability in the banking sector following multiple bank failures. 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 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 further financial turmoil affecting the banking system and financial markets generally or significant financial service institution failures, there could be 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.

Rising inflation, or the persistence of elevated rates of inflation, and any related impacts could have a pronounced negative impact on our property mortgage loans and debt interest, development and redevelopment costs, and general and administrative expenses, as such costs and expenses could increase at a rate higher than our rents.

In recent periods, central banks have responded to rapidly rising inflation by tightening monetary policies, which could create headwinds to economic growth. Though the Federal Reserve began to decrease interest rates in the latter half of 2024, the rate hikes they enacted in 2022 and 2023 have had a significant impact on interest rate indexes, such as SOFR and the Prime Rate. See “Risks Related to Our Liquidity and Indebtedness”. We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. While these provisions are designed to partially mitigate the impact of inflation, current inflation levels are greater than the contractual rent increases we are able obtain from our tenant base. Increased 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.

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 that compete with us in seeking properties for acquisition and attracting tenants who will lease from us. Our competitors include other REITs, financial institutions, private funds, insurance companies, pension funds, private companies, family offices, sovereign wealth funds and individuals. In some cases, these entities may have, or may have access to, greater financial resources than the Company. This competition may result in a higher cost for properties than we wish to pay or lower rents than we wish to collect. In addition, retailers at our properties (both in our Core Portfolio and in the portfolios of the Investment Management portfolio) 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.

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Changes in market conditions 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:

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 cannot 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.

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 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. In recent years, 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.

These increased global IT security threats have become 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 allows the 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.

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Cyber-attacks may result in substantial financial and reputational cost, including but are not limited to:

The control environment for cybersecurity is an ever-changing risk landscape across the entire attack surface which includes risks from on-premises, cloud infrastructure, software as a service and mobile applications. While we attempt to mitigate these risks by employing a number of cybersecurity measures, along with purchasing cybersecurity insurance coverage, our insurance coverage may be insufficient in the event of an incident and our systems, networks, and services remain potentially vulnerable to advanced threats.

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 and natural disasters 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, including Florida, Virginia, Georgia, New York, and Massachusetts 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 California, which in recent years has experienced intense drought 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:

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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 not have an adverse effect on us.

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.

 

Increased scrutiny by and changing expectations from investors, tenants, employees, and other stakeholders regarding our corporate responsibility practices and reporting could cause us to incur additional costs and adversely impact our reputation, tenant and employee acquisition and retention, and access to capital.

Companies across all industries are facing increasing scrutiny related to their corporate responsibility practices and disclosure. Investors, tenants, employees, and other stakeholders have been increasingly focused on corporate responsibility practices and to place heightened importance on the environmental and social cost of their investments, business decisions and consumer choices. For example, an increasing number of investment funds focus on positive corporate responsibility practices and sustainability scores when making an investment decision. Additionally, certain institutional investors have demonstrated increased activism with respect to their existing investments, including by urging companies to take certain actions in areas of perceived corporate responsibility significance.

Investors, particularly institutional investors, use or may use third-party benchmarks and scores to assess our corporate responsibility practices against our peers and if we are perceived as lagging, such investors may decide not to invest in our Common Shares or to divest from their current investment, and we may face reputational challenges. Alternatively, such investors may decide to actively engage with us to improve corporate responsibility disclosure or performance, and may also make voting decisions on this basis. Given increased investor focus and demand, public disclosure regarding corporate responsibility practices is becoming more broadly expected. Any disclosure we make may include our policies and practices on a variety of corporate responsibility matters, including corporate governance, environmental compliance and human capital management and workforce inclusion. It is possible that stakeholders may not be satisfied with our corporate responsibility practices, reporting and goals, or with our speed of adoption. If our corporate responsibility practices and disclosures do not meet investor, tenant, employee or other stakeholder expectations, which continue to evolve, our reputation and tenant and employee retention, and access to capital may be negatively impacted.

Conversely, recent significant changes in demands from other stakeholders to reduce or eliminate corporate responsibility practices may also affect us and require significant resources to manage the associated legal, regulatory, reputational, and political risks, which are rapidly evolving. In 2022, the SEC proposed extensive rules aimed at enhancing and standardizing climate-related disclosures in an effort to foster greater consistency, comparability and reliability of climate-related information among public issuers. In March 2024, these rules were formally adopted by the SEC and subsequently stayed voluntarily by the SEC pending completion of judicial review of the consolidated U.S. Courts of Appeals for the Eighth Circuit petitions. These new disclosure requirements include information regarding greenhouse gas emissions, climate-related risks and related financial impacts, governance and strategy. The SEC, under the current U.S. administration, is unlikely to defend the Climate Rules in the current Eighth Circuit case, to lift the voluntary stay of the Climate Rules currently in place or to otherwise enforce the Climate Rules. However, we may become subject to similar requirements and increased legislative activity at the state level. Additionally, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a “carbon tax”), which could increase our operating costs.

Our failure, or perceived failure, to meet the goals and objectives we set in any corporate responsibility disclosure within the timelines announced or at all, or the expectations of our various stakeholders could negatively impact our reputation, tenant and employee retention, and access to capital. Additionally, we could incur additional costs relating to implementing, monitoring and reporting various corporate responsibility practices and initiatives, as well as complying with applicable laws, some of which could require an increase in corporate responsibility-related activities and others of which could require the opposite.

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Compliance with seemingly conflicting requirements could place a strain on our personnel, systems and resources.

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.

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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 Investment Management portfolio. Our Core Portfolio consists of 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 Investment Management. Our Investment Management segment represents the management of properties owned by our Funds and unconsolidated co-investment joint ventures.

As of December 31, 2024, our Core Portfolio consisted of 143 operating properties totaling approximately 5.1 million square feet (or 4.7 million at our pro-rata share) of gross leasable area (“GLA”) excluding 16 properties in various stages of development and redevelopment. 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, 2024, were 93.1% occupied and 95.8% leased (or 93.1% occupied and 95.8% leased at our pro-rata share), excluding properties under development or redevelopment.

As of December 31, 2024, we owned and operated 49 properties totaling approximately 9.0 million square feet in total (or 1.9 million square feet at our pro-rata share) of GLA in our Investment Management portfolio, excluding two properties under development or redevelopment. In addition to shopping centers, Investment Management has investments in mixed-use properties, which generally include retail activities. The Investment Management properties are located in 20 states and the District of Columbia and, as of December 31, 2024, were 92.7% occupied and 95.1% leased (or 91.2% occupied and 94.1% leased at our pro-rata share), excluding the properties under development.

Within our Core Portfolio and Investment Management, we had more than 1,300 retail leases as of December 31, 2024. A significant portion of our rental revenues are 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 excess of a stipulated annual amount, either in addition to, or in place of, minimum rents, which we refer to as percentage rents. Minimum rents and expense reimbursements accounted for substantially all of our total revenues for the year ended December 31, 2024.

Seven of our Core Portfolio properties and four of our Investment Management 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 or tenant contributed in excess of 10% of our total revenues for the years ended December 31, 2024, 2023 or 2022. See Note 7 for information on the property mortgage debt pertaining to our properties.

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The following table sets forth more specific information with respect to each of our Core Portfolio operating properties at December 31, 2024:

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
STREET AND URBAN RETAIL
Chicago Metro
Rush and Walton Streets    Collection (6 properties)		Lululemon, Reformation, Veronica Beard, St. Laurent, Brandy Melville		2011 2012				100.0	%			40,590				68.2	%			93.0	%		$	6,559,920			$	237.08
Clark Street and W. Diversey    Collection (4 properties)		Starbucks, TJ Maxx, J Crew Factory, Trader Joe's		2011 2012				100.0	%			53,099				79.9	%			79.9	%			1,889,078				44.54
Halsted and Armitage    Collection (13 properties)		Serena and Lily, Faherty, Allbirds, Warby Parker, Marine Layer, Kiehl's		2011 2012 2019 2020				100.0	%			53,220				85.8	%			100.0	%			2,312,080				50.66
North Lincoln Park Chicago    Collection (6 properties)		Guitar Center, Carhartt		2011 2014				100.0	%			49,921				49.2	%			49.2	%			888,099				36.16
State and Washington		Nordstrom Rack, Uniqlo		2016				100.0	%			65,401				100.0	%			100.0	%			2,768,673				42.33
151 N. State Street		Walgreens		2016				100.0	%			27,385				100.0	%			100.0	%			1,573,000				57.44
North and Kingsbury		Old Navy, Backcountry		2016				100.0	%			41,791				100.0	%			100.0	%			1,949,790				46.66
Concord and Milwaukee		—		2016				100.0	%			13,147				100.0	%			100.0	%			480,419				36.54
California and Armitage		—		2016				100.0	%			18,275				78.8	%			78.8	%			744,239				51.71
Roosevelt Galleria		Petco, Vitamin Shoppe, Dollar Tree		2015				100.0	%			37,995				89.7	%			89.7	%			823,131				24.15
Sullivan Center		Target		2016				100.0	%			176,181				78.9	%			82.2	%			5,209,877				37.49
												577,005				82.4	%			86.5	%		$	25,198,306			$	53.00
New York Metro
Soho Collection/West Village    (17 properties) (b)		Zimmermann, Club Monaco, Madewell, Watches of Switzerland, Stone Island, Frame, Theory, Bang & Olufsen, Marine Layer		2011 2014 2019 2020 2022 2024				100.0	%			54,811				94.3	%			100.0	%		$	17,606,187			$	340.54
5-7 East 17th Street		—		2008				100.0	%			8,658				47.1	%			100.0	%			742,500				182.03
200 West 54th Street		—		2007				100.0	%			5,932				90.7	%			90.7	%			1,493,949				277.69
61 Main Street		Splendid		2014				100.0	%			3,470				46.1	%			100.0	%			153,072				95.67
181 Main Street		TD Bank		2012				100.0	%			11,514				100.0	%			100.0	%			1,091,009				94.75
4401 White Plains Road		Walgreens		2011				100.0	%			12,964				100.0	%			100.0	%			625,000				48.21
Bartow Avenue		Wingstop		2005				100.0	%			14,824				100.0	%			100.0	%			502,709				33.91
239 Greenwich Avenue		Watches of Switzerland		1998				75.0	%			16,621				100.0	%			100.0	%			1,902,510				114.46
252-256 Greenwich Avenue		Veronica Beard, The RealReal, Blue Mercury		2014				100.0	%			7,986				100.0	%			100.0	%			1,066,548				133.55
2914 Third Avenue		Planet Fitness		2006				100.0	%			40,603				100.0	%			100.0	%			1,114,907				27.46
868 Broadway		Dr. Martens		2013				100.0	%			2,031				100.0	%			100.0	%			881,322				433.94
313-315 Bowery (c)		John Varvatos		2013				100.0	%			6,600				100.0	%			100.0	%			527,076				79.86
120 West Broadway		Citizens Bank, Citi Bank		2013				100.0	%			13,838				100.0	%			100.0	%			2,309,127				166.87
2520 Flatbush Avenue		Bob's Disc. Furniture, Capital One		2014				100.0	%			29,114				100.0	%			100.0	%			1,291,368				44.36
Williamsburg Collection (d)		Sephora, SweetGreen,    Levain Bakery, 'Lululemon, Madewell		2022 2024				100.0	%			64,644				96.3	%			96.3	%			7,344,559				118.01
991 Madison Avenue (e)		Vera Wang, Gabriela Hearst		2016				100.0	%			7,512				100.0	%			100.0	%			3,679,704				489.84
Gotham Plaza (f)		Bank of America, Footlocker, Apple Bank		2016				49.0	%			25,931				76.4	%			83.9	%			1,643,919				82.94
												327,053				94.3	%			97.8	%		$	43,975,466			$	142.58
Los Angeles Metro
8833 Beverly Blvd		Luxury Living		2022				97.0	%			9,757				100.0	%			100.0	%		$	1,350,377				138.40
Melrose Place Collection		The Row, Chloe, Oscar de la Renta		2023				100.0	%			14,000				100.0	%			100.0	%			3,143,926				224.57
				2024								23,757				100.0	%			100.0	%		$	4,494,303			$	189.18

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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
District of Columbia Metro
1739-53 & 1801-03    Connecticut Avenue		—		2012					100.0	%			20,669				21.9	%			21.9	%		$	297,104			$	65.77
14th Street Collection (3 properties)		Verizon		2021					100.0	%			19,077				63.5	%			100.0	%			1,032,106				85.14
Rhode Island Place    Shopping Center		Ross Dress for Less		2012					100.0	%			57,667				93.5	%			93.5	%			1,919,422				35.60
M Street and Wisconsin Corridor    (27 Properties) (f) (g)		Lululemon, Duxiana, Rag and Bone, Reformation, Glossier, Alo Yoga, Aritzia, Tesla		2011 2016 2019					26.7	%			262,399				94.1	%			95.3	%			18,739,549				75.89
													359,812				88.2	%			91.1	%		$	21,988,180			$	69.26
Boston Metro
165 Newbury Street		Starbucks		2016					100.0	%			1,050				100.0	%			100.0	%		$	312,576			$	297.69
Dallas Metro
Henderson Avenue Portfolio (14 properties)		Sprouts Market, Warby Parker, Tecovas		2022					100.0	%			121,551				88.3	%			93.3	%		$	4,508,540			$	42.00
Total Street and Urban Retail													1,410,228				87.5	%			91.1	%		$	100,477,372			$	81.46
Acadia Share Total Street and Urban Retail													1,200,293				86.6	%			90.5	%		$	86,255,518			$	83.01
SUBURBAN PROPERTIES
New Jersey
Elmwood Park Shopping Center		Walgreens, Lidl, Chase Bank, City MD		1998					100.0	%			143,988				89.7	%			96.9	%		$	3,424,439			$	26.53
Marketplace of Absecon		Walgreens, Dollar Tree, Aldi		1998					100.0	%			104,556				57.1	%			78.3	%			1,001,110				16.78
New York
Village Commons    Shopping Center		Citibank, Ace Hardware		1998					100.0	%			87,128				87.6	%			88.8	%			2,668,772				34.95
Branch Plaza (e)		LA Fitness, The Fresh Market		1998					100.0	%			123,345				94.9	%			94.9	%			3,313,672				28.29
Amboy Center (e)		Stop & Shop (Ahold)		2005					100.0	%			63,372				92.1	%			92.1	%			2,067,733				35.42
Crossroads Shopping Center (f)		HomeGoods, PetSmart, BJ's Wholesale Club		1998					49.0	%			308,202				93.2	%			98.1	%			9,230,225				32.12
New Loudon Center		Price Chopper, Marshalls		1993					100.0	%			258,389				100.0	%			100.0	%			2,506,021				9.70
28 Jericho Turnpike		Kohl's		2012					100.0	%			96,363				100.0	%			100.0	%			1,996,500				20.72
Connecticut
Town Line Plaza (h)		Wal-Mart, Stop & Shop (Ahold)		1998					100.0	%			206,346				95.6	%			98.5	%			1,539,302				15.39
Massachusetts
Methuen Shopping Center		Wal-Mart, Market Basket		1998					100.0	%			130,021				100.0	%			100.0	%			1,467,751				11.29
Crescent Plaza		Home Depot, Shaw's		1993					100.0	%			218,002				98.2	%			99.3	%			2,133,737				9.97
201 Needham Street		Michael's		2014					100.0	%			20,409				100.0	%			100.0	%			711,662				34.87
163 Highland Avenue		Staples, Petco		2015					100.0	%			40,505				100.0	%			100.0	%			1,490,575				36.80
Vermont
The Gateway Shopping Center		Shaw's (Supervalu), Starbucks		1999					100.0	%			102,854				96.7	%			96.7	%			2,298,259				23.10
Illinois													-
Hobson West Plaza		Garden Fresh Markets		1998					100.0	%			98,962				92.8	%			92.8	%			1,365,585				14.87
Indiana
Merrillville Plaza		Dollar Tree, TJ Maxx, DD's Discount (Ross)		1998					100.0	%			235,926				94.3	%			94.3	%			3,210,836				14.43
Michigan													-
Bloomfield Town Square		HomeGoods, TJ Maxx, Dick's Sporting Goods, Burlington		1998					100.0	%			234,951				97.9	%			98.7	%			4,240,815				18.44
Delaware
Town Center and Other    (1 property)		Lowes, Dick's Sporting Goods, Target			2003				100.0	%			700,321				96.9	%			99.6	%			12,112,222				17.85

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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
Market Square Shopping Center		Trader Joe's, TJ Maxx		2003				100.0	%			102,047				98.1	%			100.0	%			3,321,484				33.17
Naamans Road (e)		Jared Jewelers, American Red Cross		2006				100.0	%			19,865				63.8	%			100.0	%			711,939				56.14
Pennsylvania
Plaza 422		Home Depot		1993				100.0	%			156,279				100.0	%			100.0	%			956,954				6.12
Chestnut Hill		—		2006				100.0	%			36,492				100.0	%			100.0	%			993,248				27.22
Abington Towne Center (i)		Target, TJ Maxx		1998				100.0	%			216,871				100.0	%			100.0	%			1,359,630				22.95
Total Suburban Properties												3,705,194				95.3	%			97.6	%		$	64,122,472			$	19.58
Acadia Share Total Suburban Properties												3,548,011				95.4	%			97.6	%		$	59,415,057			$	18.99
Total Core Properties												5,115,422				93.1	%			95.8	%		$	164,599,844			$	36.51
Acadia Share Total Core Properties												4,748,304				93.1	%			95.8	%		$	145,670,575			$	34.96

 

 

 

The following table sets forth more specific information with respect to each of our Investment Management properties at December 31, 2024:

 

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
Fund II Portfolio Detail
New York
City Point (b,c)		Primark, Target, Sephora, Basis Schools, Alamo Drafthouse, Trader Joe's, Bang Cookies		2007			58.1	%			535,265				78.8	%			86.0	%		$	19,930,465			$	47.23
Total - Fund II											535,265				78.8	%			86.0	%		$	19,930,465			$	47.23
Fund III Portfolio Detail
New York
640 Broadway		─		2012			24.5	%			4,547				79.1	%			93.4	%		$	918,550			$	255.37
Total - Fund III											4,547				79.1	%			93.4	%		$	918,550			$	255.37
Fund IV Portfolio Detail
New York
801 Madison Avenue		─		2015			23.1	%			2,522				100.0	%			100.0	%		$	300,000			$	118.95
210 Bowery		─		2012			23.1	%			2,538				—	%			—	%			—				—
27 East 61st Street		─		2014			23.1	%			4,177				—	%			—	%			—				—
17 East 71st Street		The Row		2014			23.1	%			8,432				100.0	%			100.0	%			2,116,939				251.06
1035 Third Avenue (d)		─		2015			23.1	%			7,634				92.1	%			92.1	%			1,131,623				160.99

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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
Massachusetts
Restaurants at Fort Point		Santander Bank		2016			23.1	%			15,711				9.1	%			9.1	%			224,438				157.50
Rhode Island
650 Bald Hill Road (e)		Dick's Sporting Goods, Burlington		2015			20.8	%			160,448				85.3	%			85.3	%			2,092,896				15.28
Delaware
Eden Square (e)		Giant Food, LA Fitness		2014			20.8	%			229,173				95.8	%			97.9	%			3,549,965				16.17
Georgia
Broughton Street Portfolio    (13 properties)		H&M, Warby Parker, Kendra Scott, Starbucks		2014			23.1	%			94,693				90.5	%			93.3	%			3,275,948				38.21
California
Union and Fillmore Collection (1 property)		Bonobos		2015			20.8	%			1,044				100.0	%			100.0	%			147,585				141.36
Total - Fund IV											526,372				87.9	%			89.3	%		$	12,839,393			$	27.75
Fund V Portfolio Detail
New Mexico
Plaza Santa Fe (c)		TJ Maxx, Best Buy, Ross Dress for Less		2017			20.1	%			224,152				95.7	%			99.9	%		$	4,115,611			$	19.19
Texas
Wood Ridge Plaza (e)		Kirkland's, Office Depot		2022			18.1	%			217,617				90.0	%			91.9	%			4,771,885				24.37
La Frontera Village (e)		Kohl's, Hobby Lobby, Burlington, Marshalls		2022			18.1	%			534,549				87.5	%			95.0	%			6,923,194				14.80
Michigan
New Towne Center		Kohl's, Jo-Ann's, DSW		2017			20.1	%			190,530				100.0	%			100.0	%			2,416,131				12.68
Fairlane Green		TJ Maxx, Michaels, Burlington		2017			20.1	%			270,187				98.3	%			98.3	%			5,245,306				19.75
Maryland
Frederick County (1 property) (e)		Lidl, Advance Auto, Starbucks		2019			18.1	%			236,507				89.1	%			92.3	%			3,917,315				18.58
Connecticut
Tri-City Plaza (e)		TJ Maxx, HomeGoods, ShopRite		2019			18.1	%			302,709				90.9	%			94.7	%			4,047,174				14.71
New Jersey
Midstate		ShopRite, Best Buy, DSW, PetSmart		2021			20.1	%			392,889				91.5	%			94.7	%			6,768,205				18.83
New York
Shoppes at South Hills (e)		ShopRite, At Home, Ashley Furniture		2022			18.1	%			512,908				76.5	%			76.5	%			4,483,090				11.42
Mohawk Commons (e)		Lowe's, Target		2023			18.1	%			401,173				97.9	%			100.0	%			5,647,885				14.38
Pennsylvania
Monroe Marketplace		Kohl's, Dick's Sporting Goods, Giant Food		2021			20.1	%			371,652				100.0	%			100.0	%			4,459,795				12.00
Rhode Island
Lincoln Commons		Stop and Shop, Marshalls, HomeGoods		2019			20.1	%			460,813				97.1	%			97.1	%			6,032,457				13.48
Vermont
Maple Tree Place (f)		Shaw's, Dick's Sporting Goods, Best Buy, Old Navy		2023			20.1	%			396,769				83.0	%			95.3	%			6,535,336				19.84
Virginia
Landstown Commons		Best Buy, Burlington, Ross Dress for Less		2019			20.1	%			380,199				96.4	%			97.1	%			7,651,902				20.89
Florida
Palm Coast Landing		TJ Maxx, PetSmart, Ross Dress for Less		2019			20.1	%			171,721				96.2	%			97.9	%			3,520,424				21.30
Cypress Creek (c)		Hobby Lobby, Total Wine, HomeGoods		2023			20.1	%			239,656				98.5	%			98.5	%			5,080,689				21.51
North Carolina
Hickory Ridge		Kohl's, Best Buy, Dick's Sporting Goods		2017			20.1	%			380,565				99.3	%			99.3	%			4,783,801				12.66
Alabama
Trussville Promenade		Wal-Mart, Regal Cinemas		2018			20.1	%			463,681				97.3	%			97.3	%			4,480,140				9.93
Georgia

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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
Canton Marketplace		Dick's Sporting Goods, TJ Maxx, Best Buy		2021			20.1	%			347,966				96.6	%			100.0	%			6,176,580				18.38
Hiram Pavilion		Kohl's, HomeGoods		2018			20.1	%			363,391				98.6	%			98.6	%			4,886,285				13.64
California
Elk Grove Commons		Kohl's, HomeGoods		2018			20.1	%			242,078				98.8	%			100.0	%			5,196,093				21.73
Utah
Family Center at Riverdale (e)		Target, Home Goods, Best Buy,  Sierra Trading (TJX)		2019			18.0	%			372,408				97.9	%			97.9	%			4,096,176				11.23
Total - Fund V											7,474,120				93.8	%			95.9	%		$	111,235,474			$	15.87
TOTAL FUND PROPERTIES											8,540,304				92.5	%			94.9	%		$	144,923,883			$	18.35
Other Co-investment Vehicles Detail
New York
Shops at Grand Avenue (e)		Stop & Shop (Ahold), Starbucks		2024			5.0	%			99,837				100.0	%			100.0	%			3,567,567				35.73
Florida
Walk at Highwoods Preserve (e)		HomeGoods, Michaels		2024			20.0	%			137,756				95.1	%			95.1	%			2,633,949				20.10
Nevada
LINQ Promenade (e)		Yard House, Brooklyn Bowl, I Love Sugar, Starbucks, Welcome to Las Vegas		2024			15.0	%			182,926				99.1	%			99.6	%		$	14,600,887			$	80.52
Total - Other Co-investment Vehicles											420,519				98.0	%			98.2	%		$	20,802,403			$	50.46
TOTAL INVESTMENT MANAGEMENT PROPERTIES											8,960,823				92.7	%			95.1	%		$	165,726,286			$	19.95
Acadia Share of Total Investment Management Properties											1,934,764				91.2	%			94.1	%		$	39,205,971			$	22.21

 

 

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Major Tenants

No individual retail tenant accounted for more than 3.0% of total Core Portfolio and Investment Management base rents for the year ended December 31, 2024 or occupied more than 7.7% of total Core Portfolio and Investment Management leased GLA as of December 31, 2024. The following table sets forth certain information for our 20 largest retail tenants by base rent for leases in place as of December 31, 2024. 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 Investment Management (GLA and Annualized Base Rent in thousands):

 

														Percentage of Total Represented by Retail Tenant
Retail Tenant		Number of Stores in Portfolio (a)				Total GLA				Annualized Base  Rent (a)				Total Portfolio GLA				Annualized Base Rent
Target			5				512			$	9,233				7.7	%			3.0	%
TJX Companies (b)			31				368				4,435				5.5	%			1.4	%
J.Crew Group, Inc. (c)			5				18				4,411				0.3	%			1.4	%
Dicks Sporting Goods, Inc.			7				204				3,745				3.1	%			1.2	%
PetSmart, Inc.			14				115				3,536				1.7	%			1.1	%
Trader Joe's			5				54				3,389				0.8	%			1.1	%
Lululemon			4				12				3,153				0.2	%			1.0	%
Walgreens			5				71				2,962				1.1	%			1.0	%
ALO Yoga			3				25				2,921				0.4	%			0.9	%
Kohl's			7				196				2,738				2.9	%			0.9	%
Lowe's			2				164				2,648				2.5	%			0.9	%
Fast Retailing (d)			2				32				2,513				0.5	%			0.8	%
Royal Ahold (e)			6				146				2,329				2.2	%			0.7	%
Supervalu Inc. (f)			3				136				2,278				2.0	%			0.7	%
Ulta Beauty			16				58				2,199				0.9	%			0.7	%
Bob's Discount Furniture			3				75				2,139				1.1	%			0.7	%
Tapestry (g)			2				4				1,800				0.1	%			0.6	%
Gap (h)			11				66				1,775				1.0	%			0.6	%
Watches of Switzerland (i)			2				14				1,756				0.2	%			0.6	%
Michaels Stores, Inc.			8				71				1,639				1.1	%			0.5	%
Total			141				2,341			$	61,598				35.0	%			19.8	%

 

 

 

 

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Lease Expirations

 

The following tables show scheduled lease expirations on a pro-rata basis for retail tenants in place as of December 31, 2024, assuming that none of the tenants will exercise renewal options (GLA and Annualized Base Rent in thousands):

 

Core Portfolio

						GLA								Annualized Base Rent (a, b)
Leases Maturing in		Number of Leases				Square Feet				Percentage of Total				Current Annual Rent				Percentage of Total
Month to Month			1				2				0.0	%		$	93				0.1	%
2025			78				636				15.3	%			24,200				16.6	%
2026			74				622				14.9	%			18,879				13.0	%
2027			64				335				8.0	%			14,020				9.6	%
2028			67				824				19.8	%			23,935				16.4	%
2029			73				636				15.3	%			16,604				11.4	%
2030			20				88				2.1	%			5,935				4.1	%
2031			24				170				4.1	%			6,237				4.3	%
2032			42				212				5.1	%			10,419				7.2	%
2033			45				169				4.0	%			10,817				7.4	%
2034			18				69				1.7	%			3,027				2.1	%
Thereafter			23				405				9.7	%			11,505				7.9	%
Total			529				4,168				100.0	%		$	145,671				100.0	%

 

Investment Management

						GLA								Annualized Base Rent (a, b)
Leases Maturing in		Number of Leases				Square Feet				Percentage of Total				Current Annual Rent				Percentage of Total
Month to Month			2				1				0.0	%		$	7				0.0	%
2025			112				246				14.0	%			4,130				10.5	%
2026			105				136				7.7	%			2,913				7.4	%
2027			119				244				13.8	%			4,780				12.2	%
2028			105				169				9.6	%			3,615				9.2	%
2029			121				267				15.1	%			5,164				13.2	%
2030			40				64				3.6	%			1,264				3.2	%
2031			38				81				4.6	%			1,404				3.6	%
2032			43				167				9.4	%			2,906				7.4	%
2033			45				104				5.9	%			2,682				6.8	%
2034			53				100				5.7	%			2,264				5.8	%
Thereafter			25				187				10.6	%			8,077				20.6	%
Total			808				1,765				100.0	%		$	39,206				100.0	%

 

 

 

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Geographic Concentrations

The following table summarizes our operating retail properties by region, excluding development and redevelopment properties, as of December 31, 2024. 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 Investment Management (GLA and Annualized Base Rent in thousands):

 

																		Percentage of Total Represented by Region
Region		GLA (a)				% Occupied (b)				Annualized Base Rent (b)				Annualized Base Rent per Occupied Square Foot				GLA				Annualized Base Rent
Core Portfolio:
New York Metro			1,338				92.0	%		$	64,162			$	52.15				28.2	%			44.0	%
Chicago Metro			577				82.4	%			25,198				53.00				12.2	%			17.3	%
Mid-Atlantic			1,232				97.5	%			19,455				18.58				25.9	%			13.4	%
New England			719				97.7	%			9,954				16.38				15.1	%			6.8	%
Washington D.C. Metro			168				82.1	%			9,121				66.29				3.5	%			6.3	%
Midwest			570				95.5	%			8,817				16.20				12.0	%			6.1	%
Los Angeles Metro			23				100.0	%			4,454				189.81				0.5	%			3.1	%
Dallas Metro			122				88.3	%			4,509				42.00				2.6	%			3.1	%
Total Core Operating Properties			4,748				93.1	%		$	145,670			$	34.96				100.0	%			100.0	%
Investment Management Portfolio:
New York Metro			323				79.0	%		$	12,802			$	50.17				16.6	%			32.7	%
Northeast			627				89.8	%			8,544				15.21				32.4	%			21.8	%
Southeast			521				97.2	%			8,637				17.05				26.9	%			22.0	%
Southwest			181				90.1	%			2,943				18.04				9.4	%			7.5	%
West			143				98.4	%			3,971				28.20				7.4	%			10.1	%
Midwest			93				99.0	%			1,540				16.80				4.8	%			3.9	%
Mid-Atlantic			46				95.8	%			739				16.17				2.4	%			1.9	%
San Francisco Metro			1				100.0	%			31				141.36				0.1	%			0.1	%
Total Investment Management Operating Properties			1,935				91.2	%		$	39,206			$	22.21				100.0	%			100.0	%

 

 

 

 

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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, 2024, we had the following development or redevelopment projects in various stages of the development process (dollars in millions):

 

												Acadia's Pro-rata Share
Property (a)		AKR Pro-rata share		Location		Estimated Stabilization		Est. Sq ft Upon Completion				Costs prior to development / redevelopment				Incurred costs since development / redevelopment				Total Costs to Date				Estimated Future Range								Estimated Total Range
Core Development
Henderson Avenue Expansion		100.0%		Dallas, TX		2027/2028			176,000			$	23.9			$	20.3			$	44.2				24.0		-		124.0				68.2		-		168.2
Investment Management Development:
FUND III
Broad Hollow Commons		24.5%		Farmingdale, NY		2026/2027		TBD				$	3.0			$	4.7			$	7.7			TBD			-	TBD				TBD			-	TBD

 

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ITEM 3. LEGAL PROCEEDINGS.

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 currently expect, when any 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.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information, Dividends and Holders of Record of our Common Shares

At February 10, 2025, there were 224 holders of record of our Common Shares, which are traded on the New York Stock Exchange under the symbol “AKR.”

The Company's annual dividend is greater than or equal to at least 90% of its REIT taxable income on an annual basis, determined without regard to the dividends paid deduction and excluding any net capital gains. U.S. federal income tax law generally requires that a REIT annually distribute at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays tax at regular corporate rates on any undistributed income to the extent that it distributes less than 100% of its taxable income in any tax year.

While we intend to continue paying regular quarterly dividends to holders of our Common Shares, future dividend declarations will be at the discretion of the Board and will depend on the financial position, results of operations, cash flows, capital requirements, debt covenants, applicable laws and other factors as the Board deems relevant. Cash available for distribution to Company shareholders is derived from income from real estate and will be affected by a number of factors, including, among others, the risks discussed under “Risk Factors” in Part I, Item 1A.

Our quarterly dividends 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

Our 2020 Share Incentive Plan (the “2020 Plan”) which was approved by our shareholders at the 2020 annual shareholders’ meeting, and Amended and Restated 2020 Share Incentive Plan (the “Amended and Restated 2020 Plan”) which was approved by our shareholders at the 2023 annual shareholders’ meeting, authorizes us to issue options, restricted shares, LTIP Units and other securities (collectively, the “Awards”) to, among others, the Company’s officers, trustees, and employees up to a total of 3,883,564 Common Shares (on a converted basis). See Note 13 for a discussion of the 2020 Plan and the Amended and Restated 2020 Plan.

The following table provides information related to the 2020 Plan and the Amended and Restated 2020 Plan as of December 31, 2024:

 

		Equity Compensation Plan Information
		(a)				(b)				(c)
		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				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			—			$	—				3,049,262
Equity compensation plans not approved by security holders			—				—				—
Total			—			$	—				3,049,262

 

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Remaining Common Shares available under the 2020 Plan and the Amended and Restated 2020 Plan are as follows:

 

Outstanding Common Shares as of December 31, 2024			119,657,594
Outstanding OP Units as of December 31, 2024			4,709,790
Total Outstanding Common Shares and OP Units			124,367,384
Common Shares and OP Units pursuant to the 2020 Plan and Amended and Restated 2020 Plan			5,929,953
Less: Issuance of Restricted Shares and LTIP Units Granted			(2,880,691	)
Number of Common Shares remaining available			3,049,262

 

Share Price Performance

The following performance graph compares the cumulative total shareholder return for our Common Shares for the five-year period commencing December 31, 2019, through December 31, 2024, with the cumulative total return on the Russell 2000 Index (“Russell 2000”), the FTSE NAREIT All Equity REITs Index (the “All Equity REITs”) and the FTSE NAREIT Equity Shopping Centers Index (the “Equity Shopping Centers”) (previously SNL REIT Shopping Center Index which was discontinued) over the same period. Total return values for the Russell 2000, the All Equity REITs, the Equity Shopping Centers and the Common Shares were calculated based upon cumulative total return assuming the investment of $100.00 in each of the Russell 2000, the All Equity REITs, the Equity Shopping Centers and our Common Shares on December 31, 2019, 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.

Source: S&P Global Market Intelligence © 2025

 

		At December 31,
Index		2019				2020				2021				2022				2023				2024
Acadia Realty Trust		$	100.00			$	55.91			$	88.54			$	60.93			$	75.77			$	111.88
Russell 2000 Index			100.00				119.96				137.74				109.59				128.14				142.93
FTSE NAREIT All Equity REITs Index			100.00				94.88				134.06				100.62				112.04				117.56
FTSE NAREIT Equity Shopping Centers Index			100.00				72.36				119.43				104.46				117.03				136.97

 

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Issuer Purchases of Equity Securities

The Company maintains a share repurchase program which 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 did not repurchase any shares during the years ended December 31, 2024, 2023 or 2022. As of December 31, 2024, management may repurchase up to approximately $122.5 million of the Company’s outstanding Common Shares under this program.

 

ITEM 6. [RESERVED]

 

Not applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

As of December 31, 2024, there were 210 properties (including properties in development or redevelopment), which we own or have an ownership interest in, within our Core Portfolio and Investment Management. 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 Investment Management. 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, 2024.

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:

 

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SIGNIFICANT DEVELOPMENTS DURING THE YEAR ENDED DECEMBER 31, 2024 AND SUBSEQUENT EVENTS

Segment Reporting

During the second quarter of 2024, we renamed our historical Funds segment as the Investment Management segment. No prior period information was recast and the designation change did not impact our consolidated financial statements. Refer to Note 12.

Investments

During the year ended December 31, 2024, within our Core Portfolio, we invested in seven Core properties and three Core expansion properties aggregating $132.5 million, inclusive of transaction costs, as follows (Note 2):

During the year ended December 31, 2024, within Investment Management we invested our share of equity for non-controlling interests in two properties aggregating $48.0 million (with an aggregate gross asset value of $309.3 million), inclusive of transaction costs, as follows (Note 2, Note 4):

 

In January 2025, within our Core Portfolio, we acquired two properties in New York, New York for approximately $80.0 million and acquired an additional 48% interest in an existing unconsolidated venture, the Renaissance portfolio (Note 4), increasing our existing 20% ownership interest to 68%, for approximately $117.0 million (Note 17).

 

Dispositions

 

On May 16, 2024, we contributed our Shops at Grand property to a newly formed unconsolidated joint venture and retained a 5% non-controlling ownership interest which was valued at $2.4 million, resulting in a loss on deconsolidation of $2.2 million related to transaction costs (Note 2).

 

On October 25, 2024, we contributed our Walk at Highwoods Preserve property to a newly formed unconsolidated joint venture and retained a 20% non-controlling ownership interest which was valued at $6.4 million, resulting in a loss on deconsolidation of $0.4 million related to transaction costs (Note 2, Note 4).

 

During the year ended December 31, 2024, we disposed of three consolidated Investment Management properties and two unconsolidated Investment Management investments for gross proceeds totaling $100.3 million, as follows:

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Financing Activity

 

On April 15, 2024, the Operating Partnership and the Company entered into a Third Amended and Restated Credit Agreement, with Bank of America, N.A., as administrative agent, to amend its existing senior unsecured credit facility (the “Amended Credit Facility”). The Amended Credit Facility provides for an increase in the existing unsecured revolving credit facility (the “Revolver”) from $300.0 million to $350.0 million, which includes the capacity to issue letters of credit in an amount up to $60.0 million, and the extension of the term from June 29, 2025 to April 15, 2028, with two additional six-month extension options. The Amended Credit Facility also provides for the extension of the term on the existing $400.0 million unsecured term loan (“Term Loan”) from June 29, 2026 to April 15, 2028, with two additional six-month extension options. The Amended Credit Facility has an accordion feature to increase its capacity up to $900 million at the option of the Operating Partnership, subject to customary conditions.

 

On September 12, 2024, the Operating Partnership and the Company entered into a Consent and Second Amendment (the “Amendment”) to the Third Amended and Restated Credit Agreement, which further increased the revolving credit facility to $525.0 million and the accordion feature limit to $1.1 billion, maintaining the same terms and conditions. Borrowings under the Revolver and the Term Loan will accrue interest at a floating rate based on SOFR with margins based on leverage or credit rating (Note 7).

 

On August 21, 2024, the Operating Partnership issued $100.0 million aggregate principal amount of senior unsecured notes in a private placement, of which (i) $20.0 million are designated as 5.86% Senior Notes, Series A, due August 21, 2027 (the “Series A Notes”) and (ii) $80.0 million are designated as 5.94% Senior Notes, Series B, due August 21, 2029 (together with the Series A Notes, the “Senior Notes”) pursuant to a note purchase agreement (the “Senior Note Purchase Agreement”), dated July 30, 2024, between the Company, Operating Partnership and the purchasers named therein.

 

Core Portfolio

 

In addition to the Amended Credit Facility and senior unsecured notes offering, during the year ended December 31, 2024, we (Note 7):

 

Investment Management

 

During the year ended December 31, 2024, through Investment Management, we (Note 7):

 

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Structured Financing Investments

 

 

Issuance of Common Shares

During the year ended December 31, 2024, we issued Common Shares through the following public offerings and our ATM Program:

($ in thousands, except share and per share data)		Closing Date (b)		Total Shares Sold				Price Per Share, net (d)				Initial Net Proceeds				Forward Proceeds Settled (f)				Remaining Net Proceeds Unsettled				Total Settled Net Proceeds and Unsettled Anticipated Net Proceeds Remaining
2024
January 2024 Offering (a)		1/8/2024			6,900,000			$	16.38			$	113,002			N/A				N/A				$	113,002
October 2024 Offering (a,e)		10/2/2024			5,750,000				22.89				—				131,617				—				131,617
ATM Program (b, c)		Various			21,183,738				23.01				216,922				—				270,515				487,437
					33,833,738			$	21.64			$	329,924			$	131,617			$	270,515			$	732,056

 

Subsequent to the year ended December 31, 2024, we sold a total of 262,211 shares under the ATM Program for an aggregate net value of $6.2 million, all of which were sold subject to the ATM forward sales agreements.

 

Economic and Other Considerations

 

Heightened levels of inflation and higher interest rates present risks for our business and our tenants. During 2024, inflation levels began to decrease, but remained elevated relative to the years preceding 2021. While the Federal Reserve made several cuts to interest rates in the second half of 2024 in response to those decreases in inflation levels, it continues to indicate that it will remain data-dependent in determining whether to hold its benchmark rate at current levels or continue to slowly ease interest rates through 2025. We continue to monitor and address risks related to the economy. In recent years, the elevated level of inflation resulted in increased costs for certain goods and services and cost of borrowing. Most of our leases include contractual rent escalations and require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants. We also continue to see rising consumer confidence and we expect to continue to add value to our portfolio by executing on our current leasing momentum, our active development and redevelopment projects, and leasing pipeline. We manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements, which qualify for, and are designated as, hedging instruments. Except for increased interest costs, we have not experienced any material negative impacts at this time.

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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, 2024 to the Year Ended December 31, 2023

The results of operations by reportable segment for the year ended December 31, 2024 compared to the year ended December 31, 2023 are summarized in the table below (in millions, totals may not add due to rounding):

 

		Year Ended																Year Ended
		December 31, 2024																December 31, 2023																Increase (Decrease)
		Core				IM				SF				Total				Core				IM				SF				Total				Core				IM				SF				Total
Rental revenue		$	193.6			$	155.9			$	—			$	349.5			$	200.8			$	132.2			$	—			$	333.0			$	(7.2	)		$	23.7			$	—			$	16.5
Other revenue			6.8				3.3				—				10.2				2.7				2.9				—				5.6				4.1				0.4				—				4.6
Depreciation and amortization			(73.5	)			(65.5	)			—				(138.9	)			(76.6	)			(59.3	)			—				(136.0	)			(3.1	)			6.2				—				2.9
Property operating expenses			(32.4	)			(33.6	)			—				(66.0	)			(32.5	)			(29.4	)			—				(61.8	)			(0.1	)			4.2				—				4.2
Real estate taxes			(29.6	)			(16.4	)			—				(46.0	)			(31.9	)			(14.7	)			—				(46.7	)			(2.3	)			1.7				—				(0.7	)
General and administrative expenses			—				—				—				(40.6	)			—				—				—				(41.5	)			—				—				—				(0.9	)
Impairment charges			(0.5	)			(1.2	)			—				(1.7	)			—				(3.7	)			—				(3.7	)			0.5				(2.5	)			—				(2.0	)
(Loss) gain on disposition of properties			(2.2	)			1.4				—				(0.8	)			—				—				—				—				(2.2	)			1.4				—				(0.8	)
Operating income			62.1				44.1				—				65.7				62.5				28.0				—				49.1				(0.4	)			16.1				—				16.6
Interest income			—				—				25.1				25.1				—				—				20.0				20.0				—				—				5.1				5.1
Equity in earnings of unconsolidated affiliates   inclusive of gains on disposition of properties			4.8				10.4				—				15.2				2.7				(10.4	)			—				(7.7	)			2.1				20.8				—				22.9
Interest expense			(36.9	)			(55.7	)			—				(92.6	)			(44.5	)			(48.7	)			—				(93.3	)			(7.6	)			7.0				—				(0.7	)
Realized and unrealized holding (losses) gains on investments and other			(4.1	)			—				(1.0	)			(5.0	)			5.8				25.0				(0.3	)			30.4				(9.9	)			(25.0	)			(0.7	)			(35.4	)
Income tax provision			—				—				—				(0.2	)			—				—				—				(0.3	)			—				—				—				0.1
Net income (loss)			26.0				(1.2	)			24.1				8.1				26.5				(6.1	)			19.7				(1.7	)			(0.5	)			4.9				4.4				9.8
Net loss attributable to redeemable noncontrolling interests			—				7.9				—				7.9				—				8.2				—				8.2				—				0.3				—				0.3
Net loss attributable to noncontrolling interests			(1.6	)			7.2				—				5.6				(1.9	)			15.3				—				13.4				(0.3	)			8.1				—				7.8
Net income (loss) attributable to Acadia shareholders		$	24.3			$	14.0			$	24.1			$	21.7			$	24.6			$	17.4			$	19.7			$	19.9			$	(0.3	)		$	(3.4	)		$	4.4			$	1.8

 

Core Portfolio

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 decreased $0.3 million for the year ended December 31, 2024 compared to the prior year as a result of the changes further described below.

Rental revenues for our Core Portfolio decreased $7.2 million for the year ended December 31, 2024 compared to the prior year primarily due to (i) a $7.8 million accelerated amortization of a below-market lease for a bankrupt tenant in 2023, (ii) $2.3 million from the strategic recapture of tenant space subsequent to September 30, 2023, and (iii) $1.9 million from the sale of the Shops at Grand property in 2024. These decreases were offset by (i) $2.9 million for new Core acquisitions in 2024 and (ii) $1.5 million from new tenant lease up.

Other revenues increased $4.1 million for the year ended December 31, 2024 compared to the prior year primarily due to the recognition of a $3.5 million forfeited deposit for a property previously under contract for sale in 2024.

Depreciation and amortization for our Core Portfolio decreased $3.1 million for the year ended December 31, 2024 compared to the prior year primarily due to the write off of in-place lease intangible assets for recaptured tenant space in 2023.

Real estate taxes for our Core Portfolio decreased $2.3 million for the year ended December 31, 2024 compared to the prior year primarily due to tax refunds in the current year.

Property operating expenses for our Core Portfolio decreased $0.1 million for the year ended December 31, 2024 compared to the prior year primarily due to an increase in repairs and maintenance, utility and insurance costs in 2023 offset by increased legal expenses in the current year.

Loss on disposition of properties for our Core Portfolio relates to the deconsolidation of the Shops at Grand property in 2024 (Note 2).

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Equity in (losses) earnings of unconsolidated affiliates for our Core Portfolio increased $2.1 million for the year ended December 31, 2024 compared to the prior year primarily due to tenant lease up and gain on extinguishment of debt from the restructuring of property mortgage debt at a property.

Interest expense for our Core Portfolio decreased $7.6 million for the year ended December 31, 2024 compared to the prior year primarily due to lower average outstanding borrowings in 2024.

Realized and unrealized holding gains (losses) on investments and other for our Core Portfolio decreased $9.9 million for the year ended December 31, 2024 compared to the prior year period primarily due to the fluctuation in unrealized holding gains from its mark-to-market adjustment on its Investment in Albertsons (Note 8).

Investment Management (all amounts below are consolidated amounts and are not representative of our proportionate share)

The results of operations for our Investment Management segment are depicted in the table above under the headings labeled “IM.” Segment net income attributable to Acadia for Investment Management decreased $3.4 million for the year ended December 31, 2024 compared to the prior year as a result of the changes described below.

Revenues for Investment Management increased $23.7 million for the year ended December 31, 2024 compared to the prior year primarily due to (i) $13.7 million from acquisitions in 2023 and 2024, (ii) $5.8 million from new tenant lease-up within Investment Management in 2023 and 2024, and (iii) $5.0 million from higher recoveries as a result of higher property operating expenses in 2024.

Depreciation and amortization for Investment Management increased $6.2 million for the year ended December 31, 2024 compared to the prior year primarily due to property acquisitions in 2023 and 2024.

Property operating expenses, other operating and real estate taxes for Investment Management increased $4.2 million for the year ended December 31, 2024 compared to the prior year primarily due to property acquisitions in 2023 and 2024.

Real estate taxes for Investment Management increased $1.7 million for the year ended December 31, 2024 compared to the prior year primarily due to property acquisitions in 2023 and 2024.

Impairment charges for Investment Management decreased $2.5 million for the year ended December 31, 2024 compared to the prior year (Note 8). Impairment charges totaled $1.2 million during 2024 primarily related to 1964 Union in Fund IV. Impairment charges totaled $3.7 million during 2023 related to 146 Geary Street in Fund IV.

Gain on disposition of properties for Investment Management increased $1.4 million for the year ended December 31, 2024 compared to the prior year due to the $3.0 million gain on disposition of two properties at Fund IV and an outparcel at Fund V, offset by a $1.2 million loss related to a previously disposed property (Note 2).

Equity in (losses) earnings of unconsolidated affiliates for Investment Management increased $20.8 million for the year ended December 31, 2024 compared to the prior year due to the gain on sale of Frederick Crossing and Paramus Plaza in 2024 (Note 4).

Interest expense for Investment Management increased $7.0 million for the year ended December 31, 2024 compared to the prior year primarily due to higher average interest rates and increased principal balances from new acquisitions in 2024.

Realized and unrealized holding gains (losses) on investments and other for Investment Management decreased $25.0 million for the year ended December 31, 2024 compared to the prior year primarily due to a $28.2 million special dividend from Albertsons in 2023, offset by the mark-to-market adjustment on the investment in Albertsons in 2023 (Note 8).

Net loss attributable to noncontrolling interests for Investment Management increased $8.1 million for the year ended December 31, 2024 compared to the prior year based on the noncontrolling interests’ share of the variances discussed above. Net (income) loss attributable to noncontrolling interests for Investment Management includes asset management fees earned by the Company of $8.3 million and $7.2 million for the years ended December 31, 2024 and 2023, 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 increased $5.1 million for the year ended December 31, 2024 compared to the prior year period primarily due to higher cash balances from new note originations and compounding interest on certain of our notes.

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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.”

Discussions of 2022 items and comparisons between the year ended December 31, 2023 and 2022, 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 year ended December 31, 2023.

NON-GAAP 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. Investment Management invests primarily in properties that typically require significant leasing and development. Given that Investment Management is primarily comprised of 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 Investment Management 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):

 

		Year Ended December 31,
		2024				2023				2022
Consolidated operating income		$	65,659			$	49,076			$	68,230
Add back:
General and administrative			40,559				41,470				44,066
Depreciation and amortization			138,910				135,984				135,917
Impairment charges			1,678				3,686				33,311
Loss on disposition of properties			834				—				—
Less:
Above/below-market rent, straight-line rent and other adjustments (a)			(17,735	)			(20,617	)			(20,869	)
Gain on disposition of properties			—				—				(57,161	)
Consolidated NOI			229,905				209,599				203,494
Redeemable noncontrolling interest in consolidated NOI			(6,127	)			(4,420	)			(1,892	)
Noncontrolling interest in consolidated NOI			(69,540	)			(59,597	)			(58,277	)
Less: Operating Partnership's interest in Investment Management NOI included above			(25,496	)			(19,816	)			(14,476	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI (b)			11,531				14,249				14,381
NOI - Core Portfolio		$	140,273			$	140,015			$	143,230

 

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Same-Property NOI includes Core Portfolio properties that we owned for both the current and prior period presented, but excludes those properties which we acquired, sold or expected to sell, redeveloped and developed during these periods. The following table summarizes Same-Property NOI for our Core Portfolio (in thousands):

 

		Year Ended December 31,
		2024				2023
Core Portfolio NOI		$	140,273			$	140,015
Less properties excluded from Same-Property NOI			(11,680	)			(18,392	)
Same-Property NOI		$	128,593			$	121,623
Percent change from prior year period			5.7	%
Components of Same-Property NOI:
Same-Property Revenues		$	183,157			$	175,244
Same-Property Operating Expenses			(54,564	)			(53,621	)
Same-Property NOI		$	128,593			$	121,623

 

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 leases executed within our Core Portfolio for the period presented. 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. The table below includes embedded option renewals for which the renewed rent was equal to or approximated existing base rent.

 

		Year Ended December 31, 2024
Core Portfolio New and Renewal Leases		Cash Basis				Straight- Line Basis
Number of new and renewal leases executed			70				70
GLA commencing			626,663				626,663
New base rent		$	32.76			$	34.09
Expiring base rent		$	30.47			$	29.28
Percent growth in base rent			7.5	%			16.4	%
Average cost per square foot (a)		$	7.35			$	7.35
Weighted average lease term (years)			5.6				5.6

 

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Funds from Operations

We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be meaningful non-GAAP measure 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 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. Also consistent with NAREIT’s definition of FFO, the Company has elected to include gains and losses incidental to its main business (including those related to its investments in Albertsons) in FFO. A reconciliation of net income attributable to Acadia to FFO follows (dollars in thousands, except per share amounts):

		Year Ended December 31,
		2024				2023				2022
Net income (loss) attributable to Acadia shareholders		$	21,650			$	19,873			$	(35,445	)
Depreciation of real estate and amortization of leasing costs (net of    noncontrolling interests' share)			107,450				109,732				104,910
Impairment charges (net of noncontrolling interests' share) (a)			750				852				58,481
Net gain on disposition of properties (net of noncontrolling interests' share)			(1,086	)			—				(22,137	)
Income (loss) attributable to Common OP Unit holders			1,067				1,282				(1,800	)
Distributions - Preferred OP Units			341				492				492
Funds from operations attributable to Common Shareholders and    Common OP Unit holders		$	130,172			$	132,231			$	104,501

 

LIQUIDITY AND CAPITAL RESOURCES

Uses of Liquidity and Cash Requirements

Generally, 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 Investment Management 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 distribute at least 90% of our taxable income to our shareholders. During the year ended December 31, 2024, we paid dividends and distributions on our Common Shares, Common OP Units and Preferred OP Units totaling $81.6 million.

Investments

As previously discussed, during the year ended December 31, 2024, within our Core and Investment Management portfolios we invested in 12 new properties aggregating $180.5 million (Note 2, Note 4). In January 2025, within our Core Portfolio, we acquired two new properties for approximately $80.0 million and acquired an additional 48% interest in an existing unconsolidated venture, the Renaissance portfolio (Note 4), increasing our existing 20% ownership interest to 68%, for approximately $117.0 million (Note 17).

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Structured Financing Investments

During the year ended December 31, 2024, we originated one note receivable of $7.6 million (Note 3).

Capital Commitments

During the year ended December 31, 2024, we made capital contributions aggregating $13.0 million to our Funds.

At December 31, 2024, our share of the remaining capital commitments to our Funds aggregated $16.3 million as follows:

We do not have any additional capital commitments to our Investment Management portfolio.

Development Activities

During the year ended December 31, 2024, capitalized costs associated with development activities totaled $22.7 million (Note 2). At December 31, 2024, we had a total of 18 consolidated projects under development or redevelopment, for which the estimated total cost to complete these projects through 2028 was $45.5 million to $159.5 million. Substantially all remaining development and redevelopment costs are discretionary, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, and other risks detailed in Item 1A. Risk Factors.

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):

 

		December 31,				December 31,
		2024				2023
Total Debt - Fixed and Effectively Fixed Rate		$	1,142,592			$	1,454,707
Total Debt - Variable Rate			405,355				426,380
			1,547,947				1,881,087
Net unamortized debt issuance costs			(10,893	)			(11,186	)
Unamortized premium			212				240
Total Indebtedness		$	1,537,266			$	1,870,141

 

As of December 31, 2024, our consolidated indebtedness aggregated $1,547.9 million, excluding unamortized premium of $0.2 million and unamortized loan costs of $10.9 million, and were collateralized by 31 properties and related tenant leases. Stated interest rates on our outstanding indebtedness ranged from 3.99% to SOFR + 3.75% with maturities that ranged from January 30, 2025 to April 15, 2035, without regard to available extension options. Taking into consideration $852.0 million of notional principal under variable to fixed-rate swap agreements currently in effect, $1,142.6 million of the portfolio debt, or 73.8%, was fixed at a 5.06% weighted-average interest rate and $405.4 million, or 26.2% was floating at a 7.26% weighted average interest rate as of December 31, 2024. Our variable-rate debt includes $111.2 million of debt subject to interest rate caps.

Without regard to available extension options, at December 31, 2024 there is $471.9 million of debt maturing in 2025 at a weighted-average interest rate of 6.82%; there is $5.7 million of scheduled principal amortization due in 2025; and our share of scheduled 2025 principal payments and maturities on our unconsolidated debt was $17.4 million. In addition, $83.7 million of our total consolidated debt and $71.7 million of our pro-rata share of unconsolidated debt will come due in 2026. As it relates to the aforementioned maturing debt in 2025 and 2026, we have options to extend consolidated debt aggregating $364.3 million and $53.8 million at December 31, 2024, respectively; however, there can be no assurance that we will be able to successfully execute any or all of its available extension options.

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As it relates to the remaining maturing debt in 2025 and 2026, we may not have sufficient cash 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 or at all. Our ability to obtain financing could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, and other risks detailed in Part I, Item 1A. Risk Factors.

Share Repurchase Program

We maintain a share repurchase program under which $122.5 million remains available as of December 31, 2024 (Note 10). The Company did not repurchase any of its Common Shares under this program during the year ended December 31, 2024.

Sources of Liquidity

Our primary sources of capital for funding our short-term (less than 12 months) and long-term (12 months and longer) 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 Investment Management, (iv) future sales of existing properties, (v) repayments of structured financing investments, (vi) liquidation of marketable securities, and (vii) cash on hand and future cash flow from operating activities. Our cash on hand in our consolidated subsidiaries at December 31, 2024 totaled $16.8 million. Our remaining sources of liquidity are described further below.

Issuances of Common Shares

We have an ATM Program (Note 10) that provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an as-we-go basis to fund our capital needs. Through this program, we have been able to effectively “match-fund” the required capital for our Core Portfolio and Investment Management 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 Investment Management acquisitions, and for general corporate purposes.

During the year ended December 31, 2024, we issued Common Shares through the following public offerings and our ATM Program:

($ in thousands, except share and per share data)		Closing Date (b)		Total Shares Sold				Price Per Share, net (d)				Initial Net Proceeds				Forward Proceeds Settled (f)				Remaining Net Proceeds Unsettled				Total Settled Net Proceeds and Unsettled Anticipated Net Proceeds Remaining
2024
January 2024 Offering (a)		1/8/2024			6,900,000			$	16.38			$	113,002			N/A				N/A				$	113,002
October 2024 Offering (a,e)		10/2/2024			5,750,000				22.89				—				131,617				—				131,617
ATM Program (b, c)		Various			21,183,738				23.01				216,922				—				270,515				487,437
					33,833,738			$	21.64			$	329,924			$	131,617			$	270,515			$	732,056

As of December 31, 2024, we had 10,910,488 forward shares outstanding under our ATM Program for anticipated net proceeds of $270.5 million after issuance costs. In January 2025, we sold a total of 262,211 shares under the ATM Program for an aggregate net value of $6.2 million, all of which were sold subject to the ATM forward sales agreements.

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Investment Management Capital

During the year ended December 31, 2024, Funds IV and V called for capital contributions of $64.0 million, of which our aggregate share was $13.0 million. At December 31, 2024, unfunded capital commitments from noncontrolling interests within our Funds II, III, IV and V were zero, $1.4 million, $18.5 million, and $40.9 million, respectively.

Asset Sales and Other Transactions

As previously discussed, during the year ended December 31, 2024, we sold one Core property, three consolidated Investment Management properties, and two unconsolidated Investment Management properties for aggregate proceeds of $174.0 million (Note 2, Note 4).

 

During the year ended December 31, 2024, we sold 695,000 shares of Albertsons, generating net proceeds of $14.2 million. As of December 31, 2024, we held 0.8 million shares of Albertsons which had a fair value of $14.8 million (Note 8). In addition, during the year ended December 31, 2024, we recognized dividend income of $0.5 million (Note 8).

Financing and Debt

As of December 31, 2024, we had $511.0 million of additional capacity under existing Core Portfolio debt facilities. In addition, as of that date within our Core and Investment Management portfolios, we had 137 unleveraged consolidated properties with an aggregate carrying value of approximately $1.9 billion, 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

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The following table compares the historical cash flow for the year ended December 31, 2024 with the cash flow for the year ended December 31, 2023 (in millions, totals may not add due to rounding):

 

		Year Ended December 31,
		2024				2023				Variance
Net cash provided by operating activities		$	140.4			$	155.8			$	(15.4	)
Net cash used in investing activities			(170.7	)			(208.5	)			37.8
Net cash provided by financing activities			44.6				45.9				(1.3	)
Increase (decrease) in cash and cash equivalents and restricted cash		$	14.4			$	(6.9	)		$	21.3

 

Operating Activities

 

Net cash provided by operating activities primarily consists of cash inflows from dividend income and rental revenue, and cash outflows for property operating expenses, general and administrative expenses, and interest and debt expense.

 

Our operating activities provided $15.4 million less cash for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the $28.2 million dividend received from our investment in Albertsons in 2023.

 

Investing Activities

 

Net cash used in investing activities is impacted by our investments in and advances to unconsolidated affiliates, the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period.

 

Our investing activities used $37.8 million less cash for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to (i) $89.1 million more cash received from the disposition of properties in 2024, (ii) $19.7 million less cash used in our investments in and advances to unconsolidated affiliates, (iii) $9.7 million more cash received from the sale of marketable securities, and (iv) $6.0 million more received from the payment of a note receivable. These sources of cash were offset by (i) $47.6 million more cash used for the acquisition of real estate, (ii) $19.8 million less cash received from return of capital of unconsolidated affiliates, (iii) $10.7 million more cash used for development, construction and property improvement costs and (iv) $6.9 million more cash used to originate a note receivable.

 

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Financing Activities

 

Net cash used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other payments associated with our outstanding indebtedness.

 

Our financing activities provided $1.3 million less cash during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily from (i) $428.2 million more cash used to repay debt, (ii) $8.8 million less cash provided by contributions from noncontrolling interests, (iii) $8.5 million more cash used for payment of deferred financing fees, (iv) $7.8 million more used to pay dividends and (iii) $5.6 million more cash distributed to noncontrolling interests. These decreases were offset by $459.9 million more cash provided by the sale of Common Shares.

We have the following investments made through joint ventures (that may include, among others, tenancy-in common and other similar investments) 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 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):

 

		Operating Partnership								December 31, 2024
Investment		Ownership Percentage				Pro-rata Share of Mortgage Debt				Effective Interest Rate (a)				Maturity Date
Eden Square(b)			20.8	%		$	4.9				6.90	%		Mar 2025
Tri-City Plaza			18.1	%			6.4				6.16	%		Oct 2025
Frederick County Square			18.1	%			4.5				5.36	%		Jan 2026
650 Bald Hill Rd			20.8	%			3.1				3.75	%		Jun 2026
Renaissance Portfolio(c, f)			20.0	%			30.4				7.15	%		Nov 2026
840 N. Michigan			91.9	%			38.6				6.50	%		Dec 2026
3104 M Street(c)			20.0	%			0.8				7.65	%		Jan 2027
Wood Ridge Plaza			18.1	%			6.5				7.20	%		Mar 2027
La Frontera			18.1	%			10.0				6.11	%		Jun 2027
Riverdale FC			18.0	%			6.9				6.96	%		Nov 2027
Georgetown Portfolio			50.0	%			7.0				4.72	%		Dec 2027
LINQ Promenade(d)			15.0	%			26.3				6.15	%		Dec 2027
Shoppes at South Hills(e)			18.1	%			5.8				5.95	%		Mar 2028
Mohawk Commons			18.1	%			7.2				5.80	%		Mar 2028
The Walk at Highwoods Preserve(e)			20.0	%			4.1				6.25	%		Oct 2028
Crossroads Shopping Center(b)			49.0	%			36.8				5.78	%		Nov 2029
Gotham Plaza			49.0	%			13.7				5.90	%		Oct 2034
Total						$	213.0

 

 

CRITICAL ACCOUNTING ESTIMATES

 

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 accounting principles generally accepted in the United States of America, referred to as “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.

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Real Estate and Investments in and Advances to Unconsolidated Affiliates – Impairment of Properties

 

On a periodic basis, we assess whether there are any indicators that the value of real estate assets, including any related right-of-use (“ROU”), intangible assets, undeveloped land and construction in progress, may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. The determination of undiscounted cash flows requires significant estimates by management. In management’s estimate of cash flows, it considers factors such as expected future sale of an asset or development alternatives, capitalization rates and the undiscounted future cash flows analysis, which is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action. Expected future cash flows and recoverability conclusions could be materially impacted by changes in items such as future leasing activity, occupancy, property operating costs, market pricing, our view or strategy relative to a tenant’s business or industry, the manner in which a property is used and the expected hold period of an asset. Subsequent changes in estimated undiscounted cash flows arising from changes in anticipated actions could affect the determination of whether an impairment exists and whether the effects could have a material impact on the Company’s net income. To the extent an impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property.

 

The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Company’s estimates of the projected future cash flows, anticipated holding periods or market conditions change, its evaluation of the impairment charges may be different, and such differences could be material to the Company’s consolidated financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

 

During 2024 and 2023, the Company recognized impairment charges on properties of $1.7 million and $3.7 million, respectively. See Note 8 for a discussion of impairments recognized during the periods presented.

 

Our investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and we record impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary. The fair value is calculated using discounted cash flows which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, discount rates and capitalization rates that could differ materially from actual results in future periods.

 

Real Estate – Estimates Related to Valuing Acquired Assets and Liabilities

 

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-” and “below-market” leases, leasing and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed 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 the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.

 

We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. Based on these estimates, we allocate the purchase price to the applicable assets and liabilities based on their relative fair values at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and our estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. Tenant related intangibles and improvements are amortized on a straight-line basis over the related lease term, including any renewal options. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and include such renewal options in the calculation of in-place leases. If the value of below-market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a lease terminates prior to its stated expiration, all unamortized amounts relating to that lease are written off.

 

During the year ended December 31, 2024, we completed 11 asset acquisitions, and the purchase price of each was allocated based on the relative fair values of the assets acquired and liabilities assumed (Note 2).

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Investments in and Advances to Unconsolidated Affiliates – Consolidation

 

We account for our investments in and advances to unconsolidated affiliates under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a “VIE”) and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture’s economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity’s economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of financing. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity. The assets and liabilities of the consolidated VIEs are described in Note 16.

 

Recently Issued Accounting Pronouncements

 

Reference is made to Note 1 for information about recently issued and recently adopted accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information as of December 31, 2024

Our primary market risk exposure is to changes in interest rates related to our property mortgage loans and other debt. See Note 7 for certain quantitative details related to our property mortgage loans 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, 2024, we had total property mortgage loans and other notes payable of $1,547.9 million, excluding the unamortized premium of $0.2 million and unamortized debt issuance costs of $10.9 million, of which $1,142.6 million, or 73.8% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $405.4 million, or 26.2%, was variable-rate based upon SOFR rates plus certain spreads. As of December 31, 2024, we were party to 30 interest rate swap and four interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $852.0 million and $111.2 million of SOFR-based variable-rate debt, respectively. 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.

The following table sets forth information as of December 31, 2024 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		Scheduled Amortization				Maturities				Total				Weighted Average Interest Rate
2025		$	2.0			$	—			$	2.0				—	%
2026			4.9				—				4.9				—	%
2027			4.8				45.1				49.9				4.8	%
2028			1.8				534.4				536.2				4.3	%
2029			1.2				172.1				173.3				5.2	%
Thereafter			1.3				1.6				2.9				5.1	%
		$	16.0			$	753.2			$	769.2

 

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Investment Management Consolidated Mortgage and Other Debt

 

Year		Scheduled Amortization				Maturities				Total				Weighted Average Interest Rate
2025		$	3.7			$	471.9			$	475.6				6.8	%
2026			2.0				76.8				78.8				6.3	%
2027			1.3				163.4				164.7				6.8	%
2028			0.2				59.4				59.6				6.0	%
2029			—				—				—				—	%
Thereafter			—				—				—				—	%
		$	7.2			$	771.5			$	778.7

 

Mortgage Debt in Unconsolidated Partnerships (at our Pro-Rata Share)

 

Year		Scheduled Amortization				Maturities				Total				Weighted Average Interest Rate
2025		$	6.2			$	11.2			$	17.4				6.5	%
2026			6.1				65.6				71.7				6.6	%
2027			0.6				56.2				56.8				6.2	%
2028			0.1				16.6				16.7				6.0	%
2029			0.3				36.4				36.7				5.8	%
Thereafter			—				13.7				13.7				5.9	%
		$	13.3			$	199.7			$	213.0

 

Without regard to available extension options, in 2025, $477.6 million of our total consolidated debt and $17.4 million of our pro-rata share of unconsolidated outstanding debt will become due. In addition, $83.7 million of our total consolidated debt and $71.7 million of our pro-rata share of unconsolidated debt will become due in 2026. As it relates to the maturing debt in 2025 and 2026, we have options to extend consolidated debt aggregating $364.3 million and $53.8 million, respectively; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options. 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 $6.3 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 $0.9 million. Interest expense on our consolidated variable-rate debt of $405.4 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2024, would increase $4.1 million if interest rates increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.2 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, 2024, the fair value of our total consolidated outstanding debt would decrease by approximately $9.8 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 $9.8 million.

As of December 31, 2024, and 2023, we had consolidated notes receivable of $126.6 million and $124.9 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, 2024, the fair value of our total outstanding notes receivable would decrease by approximately $0.6 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 $0.6 million.

Summarized Information as of December 31, 2023

As of December 31, 2023, we had total property mortgage loans and other notes payable of $1,881.1 million, excluding the unamortized premium of $0.2 million and unamortized debt issuance costs of $11.2 million, of which $1,454.7 million, or 77.3% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $426.4 million, or 22.7%, was variable-rate based upon SOFR or Prime rates plus certain spreads. As of December 31, 2023, we were party to 36 interest rate swap and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $1,249.8 million and $151.4 million of SOFR-based variable-rate debt, respectively.

Interest expense on our variable-rate debt of $426.4 million as of December 31, 2023, would have increased $4.3 million if corresponding rate indices increased by 100 basis points. Based on our outstanding debt balances as of December 31, 2023, the fair value of our total outstanding debt would have decreased by approximately $6.9 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 $6.6 million.

Changes in Market Risk Exposures from December 31, 2023 to December 31, 2024

Our interest rate risk exposure from December 31, 2023, to December 31, 2024, has decreased on an absolute basis, as the $426.4 million of variable-rate debt as of December 31, 2023, has decreased to $405.4 million as of December 31, 2024. As a percentage of our overall debt, our interest rate risk exposure has increased as our variable-rate debt accounted for 22.7% of our consolidated debt as of December 31, 2023 compared to 26.2% as of December 31, 2024.

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ITEM 8. FINANCIAL STATEMENTS.

 

ACADIA REALTY TRUST AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

 

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; New York, New York, PCAOB ID No. 34)		61
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, New York, PCAOB ID No. 243)		63
Consolidated Balance Sheets as of December 31, 2024 and 2023		64
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022		65
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022		66
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022		67
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022		69
Notes to Consolidated Financial Statements		71
Financial Statement Schedules:
Schedule III – Real Estate and Accumulated Depreciation		119
Schedule IV – Mortgage Loans on Real Estate		123

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Trustees of Acadia Realty Trust

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 audit 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 financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Operating real estate, net — Impairment — Refer to Notes 1, 2 and 8 to the financial statements

Critical Audit Matter Description

The Company reviews its real estate assets for impairment periodically or when there is an event or a change in circumstances that indicates the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. The cash flow analysis considers factors such as expected future operating income, trends, and prospects, as well as the effects of demand, competition, and other factors. 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 for that particular asset as of the balance sheet date. If an impairment is indicated, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value.

The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates and assumptions to be made by management such as future market rental rates and capitalization rates.

We identified the impairment of certain real estate assets as a critical audit matter because of the significant estimates and assumptions management makes related to future market rental rates and capitalization rates. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis.

---

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the undiscounted future cash flows analysis included the following, among others:

 

 

/s/ Deloitte & Touche LLP

New York, New York

February 14, 2025

We have served as the Company’s auditor since 2023.

---

Report of Independent Registered Public Accounting Firm

 

Shareholders and Board of Trustees

Acadia Realty Trust

Rye, New York
 

Opinion on the Consolidated Financial Statements

 

We have audited the consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows of Acadia Realty Trust (the “Company”) for the year ended December 31, 2022, and the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Company’s auditor from 2005 to 2022.

 

New York, New York

March 1, 2023

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

		December 31,				December 31,
(dollars in thousands, except share and per share data)		2024				2023
ASSETS
Investments in real estate
Operating real estate, net		$	3,543,974			$	3,517,281
Real estate under development			129,619				94,799
Net investments in real estate			3,673,593				3,612,080
Notes receivable, net ($2,004 and $1,279 of allowance for credit losses as of December 31, 2024 and December 31, 2023, respectively)(a)			126,584				124,949
Investments in and advances to unconsolidated affiliates			209,232				197,240
Other assets, net			223,767				208,460
Right-of-use assets - operating leases, net			25,531				29,286
Cash and cash equivalents			16,806				17,481
Restricted cash			22,897				7,813
Marketable securities			14,771				33,284
Rents receivable, net			58,022				49,504
Assets of properties held for sale			—				11,057
Total assets (b)		$	4,371,203			$	4,291,154
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage and other notes payable, net		$	953,700			$	930,127
Unsecured notes payable, net			569,566				726,727
Unsecured line of credit			14,000				213,287
Accounts payable and other liabilities			232,726				229,375
Lease liabilities - operating leases			27,920				31,580
Dividends and distributions payable			24,505				18,520
Distributions in excess of income from, and investments in, unconsolidated affiliates			16,514				7,982
Total liabilities (b)			1,838,931				2,157,598
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests (Note 10)			30,583				50,339
Equity:
Acadia Shareholders' Equity
Common shares, $0.001 par value per share, authorized 200,000,000 shares, issued and outstanding 119,657,594 and 95,361,676 shares, respectively			120				95
Additional paid-in capital			2,436,285				1,953,521
Accumulated other comprehensive income			38,650				32,442
Distributions in excess of accumulated earnings			(409,383	)			(349,141	)
Total Acadia shareholders’ equity			2,065,672				1,636,917
Noncontrolling interests			436,017				446,300
Total equity			2,501,689				2,083,217
Total liabilities, redeemable noncontrolling interests, and equity		$	4,371,203			$	4,291,154

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Year Ended December 31,
(in thousands except per share amounts)		2024				2023				2022
Revenues
Rental		$	349,530			$	333,044			$	317,814
Other			10,159				5,648				8,476
Total revenues			359,689				338,692				326,290
Expenses
Depreciation and amortization			138,910				135,984				135,917
General and administrative			40,559				41,470				44,066
Real estate taxes			46,049				46,650				44,932
Property operating			66,000				61,826				56,995
Impairment charges			1,678				3,686				33,311
Total expenses			293,196				289,616				315,221
(Loss) gain on disposition of properties			(834	)			—				57,161
Operating Income			65,659				49,076				68,230
Equity in earnings (losses) of unconsolidated affiliates			15,178				(7,677	)			(32,907	)
Interest income (a)			25,085				19,993				14,641
Realized and unrealized holding (losses) gains on investments and other			(5,014	)			30,413				(34,994	)
Interest expense			(92,557	)			(93,253	)			(80,209	)
Income (loss) from continuing operations before income taxes			8,351				(1,448	)			(65,239	)
Income tax provision			(212	)			(301	)			(12	)
Net income (loss)			8,139				(1,749	)			(65,251	)
Net loss attributable to redeemable noncontrolling interests			7,915				8,239				5,536
Net loss attributable to noncontrolling interests			5,596				13,383				24,270
Net income (loss) attributable to Acadia shareholders		$	21,650			$	19,873			$	(35,445	)
Basic earnings (loss) per share		$	0.19			$	0.20			$	(0.38	)
Diluted earnings (loss) per share		$	0.19			$	0.20			$	(0.40	)
Weighted average shares for basic earnings (loss) per share			108,227				95,284				94,575
Weighted average shares for diluted earnings (loss) per share			108,258				95,284				94,643

 

The accompanying notes are an integral part of these consolidated financial statements

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

		Year Ended December 31,
(in thousands)		2024				2023				2022
Net income (loss)		$	8,139			$	(1,749	)		$	(65,251	)
Other comprehensive income (loss):
Unrealized gain on valuation of swap agreements			33,232				10,963				96,858
Reclassification of realized interest on swap agreements			(30,336	)			(33,647	)			8,232
Other comprehensive income (loss)			2,896				(22,684	)			105,090
Comprehensive income (loss)			11,035				(24,433	)			39,839
Comprehensive loss attributable to redeemable noncontrolling interests			7,915				8,239				5,536
Comprehensive loss attributable to noncontrolling interests			8,908				21,692				2,211
Comprehensive income attributable to Acadia shareholders		$	27,858			$	5,498			$	47,586

 

The accompanying notes are an integral part of these consolidated financial statements.

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2024, 2023, and 2022

 

		Acadia Shareholders
(in thousands, except per share amounts)		Common Shares				Share Amount				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Distributions in Excess of Accumulated Earnings				Total Common Shareholders’ Equity				Noncontrolling Interests				Total Equity				Redeemable Noncontrolling Interest
Balance at January 1, 2024			95,362			$	95			$	1,953,521			$	32,442			$	(349,141	)		$	1,636,917			$	446,300			$	2,083,217			$	50,339
Issuance of Common Shares, net			22,923				24				459,868				—				—				459,892				—				459,892				—
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership			1,293				1				20,928				—				—				20,929				(20,929	)			—				—
Dividends/distributions declared ($0.74 per Common Share/OP Unit)			—				—				—				—				(81,892	)			(81,892	)			(5,639	)			(87,531	)			—
City Point Loan accrued interest			—				—				—				—				—				—				—				—				(11,825	)
Employee and trustee stock compensation, net			80				—				1,275				—				—				1,275				11,519				12,794				—
Noncontrolling interest distributions			—				—				—				—				—				—				(36,751	)			(36,751	)			(16	)
Noncontrolling interest contributions			—				—				—				—				—				—				51,118				51,118				—
Comprehensive (loss) income			—				—				—				6,208				21,650				27,858				(8,908	)			18,950				(7,915	)
Reallocation of noncontrolling interests			—				—				693				—				—				693				(693	)			—				—
Balance at December 31, 2024			119,658			$	120			$	2,436,285			$	38,650			$	(409,383	)		$	2,065,672			$	436,017			$	2,501,689			$	30,583
Balance at January 1, 2023			95,121			$	95			$	1,945,322			$	46,817			$	(300,402	)		$	1,691,832			$	489,364			$	2,181,196			$	67,664
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership			151				—				2,521				—				—				2,521				(2,521	)			—				—
Dividends/distributions declared ($0.72 per Common Share/OP Unit)			—				—				—				—				(68,612	)			(68,612	)			(5,352	)			(73,964	)			—
City Point Loan			—				—				—				—				—				—				—				—				(796	)
City Point Loan accrued interest			—				—				—				—				—				—				—				—				(9,350	)
Employee and trustee stock compensation, net			90				—				1,689				—				—				1,689				11,064				12,753				—
Noncontrolling interest distributions			—				—				—				—				—				—				(80,186	)			(80,186	)			(50	)
Noncontrolling interest contributions			—				—				—				—				—				—				59,612				59,612				1,110
Comprehensive income (loss)			—				—				—				(14,375	)			19,873				5,498				(21,692	)			(16,194	)			(8,239	)
Reallocation of noncontrolling interests			—				—				3,989				—				—				3,989				(3,989	)			—				—
Balance at December 31, 2023			95,362			$	95			$	1,953,521			$	32,442			$	(349,141	)		$	1,636,917			$	446,300			$	2,083,217			$	50,339

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		Acadia Shareholders
(in thousands, except per share amounts)		Common Shares				Share Amount				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Distributions in Excess of Accumulated Earnings				Total Common Shareholders’ Equity				Noncontrolling Interests				Total Equity				Redeemable Noncontrolling Interest
Balance at January 1, 2022			89,304			$	89			$	1,754,383			$	(36,214	)		$	(196,645	)		$	1,521,613			$	628,322			$	2,149,935			$	—
Issuance of Common Shares, net			5,525				6				119,479				—				—				119,485				—				119,485
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership			235				—				3,945				—				—				3,945				(3,945	)			—
Dividends/distributions declared ($0.72 per Common Share/OP Unit)			—				—				—				—				(68,312	)			(68,312	)			(5,094	)			(73,406	)			—
Acquisition of noncontrolling interest			—				—				67,475				—				—				67,475				(91,811	)			(24,336	)			—
City Point Loan Advances			—				—				—				—				—				—				—				—				(65,391	)
City Point Loan accrued interest, net			—				—				—				—				—				—				—				—				(3,923	)
Employee and trustee stock compensation, net			57				—				1,122				—				—				1,122				10,000				11,122				—
Noncontrolling interest distributions			—				—				—				—				—				—				(79,838	)			(79,838	)			—
Noncontrolling interest contributions			—				—				—				—				—				—				109,428				109,428				65,945
Comprehensive income			—				—				—				83,031				(35,445	)			47,586				(2,211	)			45,375				(5,536	)
Reclassification of redeemable noncontrolling interests			—				—				—				—				—				—				(76,569	)			(76,569	)			76,569
Reallocation of noncontrolling interests			—				—				(1,082	)			—				—				(1,082	)			1,082				—				—
Balance at December 31, 2022			95,121			$	95			$	1,945,322			$	46,817			$	(300,402	)		$	1,691,832			$	489,364			$	2,181,196			$	67,664

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended December 31,
(in thousands)		2024				2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	8,139			$	(1,749	)		$	(65,251	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			138,910				135,984				135,917
Loss (gain) on disposition of properties and other investments			834				—				(58,634	)
Net unrealized holding losses (gains) on investments			4,211				(1,634	)			37,751
Stock compensation expense			12,794				12,753				11,122
Straight-line rents			277				(1,392	)			(8,669	)
Equity in (earnings) losses of unconsolidated affiliates			(15,178	)			7,677				32,907
Distributions of operating income from unconsolidated affiliates			22,874				3,844				24,179
Adjustments to straight-line rent reserves			(2,849	)			—				(292	)
Amortization of financing costs			8,049				6,481				5,639
Non-cash lease expense			3,745				3,596				3,462
Adjustments to allowance for credit loss			—				(1,241	)			(102	)
Acceleration of below market lease			—				(8,057	)			—
Impairment charges			1,678				3,686				33,311
Other, net			(5,105	)			(5,818	)			(7,675	)
Changes in assets and liabilities:
Rents receivable			(6,665	)			2,538				1,586
Other liabilities			(4,824	)			15,492				(2,959	)
Accounts payable and accrued expenses			(2,921	)			2,045				(2,141	)
Prepaid expenses and other assets			(19,539	)			(14,756	)			(3,452	)
Lease liabilities - operating leases			(3,982	)			(3,691	)			(3,488	)
Net cash provided by operating activities			140,448				155,758				133,211
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of real estate			(161,533	)			(126,545	)			(242,633	)
Proceeds from the disposition of properties and other investments, net			89,078				—				224,558
Investments in unconsolidated affiliates			(33,795	)			(53,736	)			(154,695	)
Development, construction and property improvement costs			(80,250	)			(69,540	)			(51,046	)
(Deposits) refund for properties under purchase contract			(11,500	)			1,080				(729	)
Deposits for properties under sales contract			—				1,515				2,000
Change in control of previously unconsolidated affiliate			—				—				3,592
Return of capital from unconsolidated affiliates			24,639				44,486				77,774
Payment of deferred leasing costs			(9,251	)			(9,007	)			(7,997	)
Acquisition of investment interests			—				—				(4,527	)
Proceeds from sale of marketable securities			14,301				4,636				—
Proceeds from repayment of note receivable			6,000				—				29,530
Issuance of note receivable			(8,352	)			(1,426	)			—
Net cash used in investing activities			(170,663	)			(208,537	)			(124,173	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from unsecured debt			435,384				283,989				850,120
Principal payments on unsecured debt			(790,271	)			(209,599	)			(656,556	)
Issuances of Common Shares			459,892				—				119,485
Capital contributions from noncontrolling interests			51,118				59,926				109,428
Principal payments on mortgage and other notes			(70,452	)			(112,283	)			(447,998	)
Proceeds received from mortgage and other notes			92,200				132,902				204,138
Distributions to noncontrolling interests			(41,996	)			(36,389	)			(84,723	)
Dividends paid to Common Shareholders			(76,323	)			(68,568	)			(64,586	)
Payment of deferred financing and other costs			(12,491	)			(4,026	)			(9,348	)
Acquisition of noncontrolling interest			—				—				(24,336	)
Payments of finance lease obligations			(2,437	)			(100	)			—
Net cash provided by (used in) financing activities			44,624				45,852				(4,376	)
Increase (decrease) in cash and restricted cash			14,409				(6,927	)			4,662
Cash of $17,481, $17,158 and $17,746 and restricted cash of $7,813, $15,063 and $9,813, respectively, beginning of year			25,294				32,221				27,559
Cash of $16,806, $17,481 and $17,158 and restricted cash of $22,897, $7,813 and $15,063, respectively, end of year		$	39,703			$	25,294			$	32,221

 

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

 

		Year Ended December 31,
(in thousands)		2024				2023				2022
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net of capitalized interest of $7,175 and $7,206 and $4,166 respectively (a)		$	118,728			$	119,550			$	65,109
Cash paid for income taxes, net of refunds		$	212			$	301			$	11
Supplemental disclosure of non-cash investing and financing activities
Dividends/Distributions declared and payable		$	24,420			$	18,372			$	18,368
Assumption of accounts payable and accrued expenses through acquisition of real estate		$	2,534			$	645			$	4,062
Disposition of 146 Geary Street upon deed-in-lieu of foreclosure		$	—			$	19,338			$	—
Extinguishment of the obligations under the mortgage loan for 146 Geary Street upon deed-in-lieu of foreclosure		$	—			$	(19,338	)		$	—
Issuance of note receivable used as capital contributions from redeemable noncontrolling interests		$	—			$	796			$	65,945
Conversion of Common and Preferred OP Units to Common Shares		$	20,929			$	—			$	—
Accrued interest on note receivable recorded to redeemable noncontrolling interest		$	11,825			$	9,350			$	3,923
Recognition of non-refundable deposit upon expiration of sale agreement		$	3,315			$	—			$	—
Distributions to noncontrolling interests of marketable securities		$	—			$	49,117			$	—
Property contributed to an unconsolidated affiliate		$	2,432			$	—			$	—
Reclassification of investment in unconsolidated affiliate to marketable securities		$	—			$	32,745			$	—
Reclassification of noncontrolling interest in excess of amount paid to additional paid-in capital		$	—			$	—			$	67,475
Change in control of previously unconsolidated investment
Increase in real estate		$	—			$	—			$	(55,791	)
Increase in mortgage notes payable			—				—				35,970
Decrease in investments in and advances to unconsolidated affiliates			—				—				17,822
Decrease in notes receivable			—				—				5,306
Decrease in reserve on note receivable			—				—				(4,582	)
Decrease in accrued interest on notes receivable			—				—				4,691
Change in other assets and liabilities			—				—				176
Increase in cash and restricted cash upon change of control		$	—			$	—			$	3,592

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

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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 2024 and 2023, 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 carryforwards, 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.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management of Acadia Realty Trust is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13(a)-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 as required by the Securities Exchange Act of 1934 Rule 13(a)-15(c). In making this assessment, we used the criteria set forth in the framework in Internal Control–Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on our evaluation under the COSO criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Deloitte & Touche LLP, an independent registered public accounting firm that audited our Financial Statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting as of December 31, 2024, which also appears in this Item 9A.

Acadia Realty Trust

Rye, New York

February 14, 2025

Changes in Internal Control Over Financial Reporting

During the three months ended December 31, 2024, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Trustees of Acadia Realty Trust

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Acadia Realty Trust and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 14, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

February 14, 2025

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ITEM 9B. OTHER INFORMATION.

Trading Arrangements

During the three months ended December 31, 2024, none of our officers or trustees (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

PART III

In accordance with the rules of the SEC, certain information required by Part III is omitted and is incorporated by reference into this Annual Report from our definitive proxy statement relating to our 2025 annual meeting of shareholders (our “2025 Proxy Statement”) that we intend to file with the SEC no later than April 29, 2025.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Insider Trading Policy

The other information under the following headings in the 2025 Proxy Statement is incorporated herein by reference:

ITEM 11. EXECUTIVE COMPENSATION.

The information under the following headings in the 2025 Proxy Statement is incorporated herein by reference:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information under the heading “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in the 2025 Proxy Statement is incorporated herein by reference.

The information under Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters, Issuer Purchases of Equity Securities of this Report under the heading “(c) Securities authorized for issuance under equity compensation plans” is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

The information under the following headings in the 2025 Proxy Statement is incorporated herein by reference:

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information under the heading “AUDIT COMMITTEE INFORMATION” in the 2025 Proxy Statement is incorporated herein by reference.

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PART IV

 

 

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

1.	Financial Statements: See “Index to Financial Statements” at Item 8.
2.	Financial Statement Schedule: See “Schedule III—Real Estate and Accumulated Depreciation” at Item 8.
3.	Financial Statement Schedule: See “Schedule IV—Mortgage Loans on Real Estate” at Item 8.
4.	Exhibits: See index of exhibits below and incorporated herein by reference.

The following is an index to all exhibits including (i) those filed with this Report and (ii) those incorporated by reference herein:

 

Exhibit No.		Description		Method of Filing
3.1		Declaration of Trust of the Company		Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
3.2		First Amendment to Declaration of Trust of the Company		Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
3.3		Second Amendment to Declaration of Trust of the Company		Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
3.4		Third Amendment to Declaration of Trust of the Company		Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
3.5		Fourth Amendment to Declaration of Trust		Incorporated by reference to Exhibit 3.1 (a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
3.6		Fifth Amendment to Declaration of Trust		Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
3.7		Sixth Amendment to Declaration of Trust		Incorporated by reference to Exhibit 3.01 to the Company’s Current Report on Form 8-K filing on July 28, 2017.
3.8		Articles Supplementary		Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2017.
3.9		Amended and Restated Bylaws of the Company		Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2022.
4.1		Description of Acadia Realty Trust Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended		Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
10.1*		Description of Long-Term Investment Alignment Program		Incorporated by reference to page 20 to the Company’s 2009 Annual Proxy Statement filed with the SEC April 9, 2009.
10.2*		Amended and Restated Employment Agreement between the Company and Kenneth F. Bernstein		Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2014.

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Exhibit No.		Description		Method of Filing
10.3*		Form of Second Amended and Restated Severance Agreement, effective as of February 26, 2018, with each of: John Gottfried, Executive Vice President and Chief Financial Officer; Jason Blacksberg, Executive Vice President, Chief Legal Officer and Secretary; Reginald Livingston, Executive Vice President and Chief Investment Office; and Joseph M. Napolitano, Senior Vice President and Chief Administrative Officer		Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.5*		Form of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program		Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
10.6*		Form of Omnibus Amendment to the Series of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program		Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
10.7*		Form of Long-Term Incentive Plan Award Agreement (Time-Based Only) (Chief Executive Officer)		Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
10.8*		Form of Long-Term Incentive Plan Award Agreement (Time-Based) (SVP/EVP)		Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
10.9*		Form of Long-Term Incentive Plan Award Agreement (Time and Performance Based) (SVP/EVP)		Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
10.10*		Form of Long-Term Incentive Plan Award Agreement (Time and Performance Based) (Chief Executive Officer)		Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
10.11		Third Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, and the lenders and letter of credit issuers party thereto.		Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 16, 2024.
10.12		Consent and Second Amendment, dated September 12, 2024, to the Third Amended and Restated Credit Agreement, dated April 15, 2024, by and among Acadia Realty Limited Partnership, Acadia Realty Trust, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA		Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 13, 2024.

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Exhibit No.		Description		Method of Filing
		Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, and the lenders and letter of credit issuers party thereto.
10.13*		Amended and Restated Acadia Realty Trust 2020 Share Incentive Plan		Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
19.1		Compensation Recovery Policy, Adopted November 2, 2023		Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
19.2		Insider Trading Policy, Adopted November 2, 2023		Incorporated by reference to Exhibit 19.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
21.1		List of Subsidiaries of Acadia Realty Trust		Filed herewith
23.1		Consent of Registered Public Accounting Firm, BDO USA, P.C.		Filed herewith
23.2		Consent of Registered Public Accounting Firm, Deloitte & Touche LLP		Filed herewith
31.1		Certification of Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
31.2		Certification of Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Furnished herewith
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Furnished herewith

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Exhibit No.		Description		Method of Filing
99.1		Amended and Restated Agreement of Limited Partnership Agreement dated July 23, 2019		Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
99.2		Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership		Incorporated by reference to Exhibit 10.1(C) to the Company’s Annual Report on Form 10-K filed for the year ended December 31, 1999.
101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document		Filed herewith
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document		Filed herewith
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)		Filed herewith

 

 

 

 

ITEM 16. Form 10-K SUMMARY.

 

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

		ACADIA REALTY TRUST
		(Registrant)
	By:	/s/ Kenneth F. Bernstein
		Kenneth F. Bernstein
		Chief Executive Officer,
		President and Trustee
	By:	/s/ John Gottfried
		John Gottfried
		Executive Vice President and
		Chief Financial Officer
	By:	/s/ Richard Hartmann
		Richard Hartmann
		Senior Vice President and
		Chief Accounting Officer

Dated: February 14, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Kenneth F. Bernstein		Chief Executive Officer, President and Trustee (Principal Executive Officer)		February 14, 2025
(Kenneth F. Bernstein)
/s/ John Gottfried		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 14, 2025
(John Gottfried)
/s/ Richard Hartmann		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		February 14, 2025
(Richard Hartmann)
/s/ Mark A. Denien		Trustee		February 14, 2025
(Mark A. Denien)
/s/ Kenneth A. McIntyre		Trustee		February 14, 2025
(Kenneth A. McIntyre)
/s/ William T. Spitz		Trustee		February 14, 2025
(William T. Spitz)
/s/ Lynn Thurber		Trustee		February 14, 2025
(Lynn C. Thurber)
/s/ Lee S. Wielansky		Trustee		February 14, 2025
(Lee S. Wielansky)
/s/ Hope B. Woodhouse		Trustee		February 14, 2025
(Hope B. Woodhouse)
/s/ C. David Zoba		Trustee		February 14, 2025
(C. David Zoba)

 

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