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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2025

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

 (State or other jurisdiction of

 incorporation or organization)

23-2715194

 (I.R.S. Employer

 Identification No.)

411 THEODORE FREMD AVENUE, SUITE 300, RYE, NY

 (Address of principal executive offices)

10580

 (Zip Code)

(914) 288-8100

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

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 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No

 


 

As of October 24, 2025, there were 131,034,624 common shares of beneficial interest, par value $0.001 per share (“Common Shares”), outstanding.

 


 

ACADIA REALTY TRUST AND SUBSIDIARIES

FORM 10-Q

INDEX

 

 

 

 

 

 

 

 

 

Item No.

 

Description

Page

 

PART I - FINANCIAL INFORMATION

 

1.

 

Financial Statements

4

 

Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2025 and December 31, 2024

4

 

Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

5

 

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

6

 

Condensed Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

7

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025 and 2024

9

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

11

 

 

2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

46

3.

 

Quantitative and Qualitative Disclosures about Market Risk

60

4.

 

Controls and Procedures

62

 

 

 

PART II - OTHER INFORMATION

 

1.

 

Legal Proceedings

63

1A.

 

Risk Factors

63

2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

63

3.

 

Defaults Upon Senior Securities

63

4.

 

Mine Safety Disclosures

63

5.

 

Other Information

63

6.

 

Exhibits

64

 

Signatures

65

 

 


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q (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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for the purposes of complying with those safe harbor provisions, in each case, to the extent applicable. 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 and global trade disruptions, which may lead to a disruption of, or lack of access to, the capital markets and other sources of funding, disruptions and instability in the banking and financial services industries and rising inflation; (ii) our ability to successfully implement our business strategy and 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, including the impact of recently announced tariffs on our tenants and their customers, and their effect on our and our tenants’ revenues, earnings and funding sources; (iv) increases in our borrowing costs as a result of elevated 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 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” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other periodic or current reports the Company files with the Securities and Exchange Commission (the “SEC”), including those set forth under the headings “Item 1A. Risk Factors” and “Item 2. 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.

SPECIAL NOTE REGARDING CERTAIN REFERENCES

All references to “Notes” throughout the document refer to the Notes to the Condensed Consolidated Financial Statements of the registrant referenced in Part I, Item 1. Financial Statements.

3


 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

September 30,

 

 

December 31,

 

(in thousands, except share and per share data)

 

2025

 

 

2024

 

ASSETS

 

(Unaudited)

 

 

 

 

Investments in real estate

 

 

 

 

 

 

Operating real estate, net

 

$

3,994,407

 

 

$

3,543,974

 

Real estate under development

 

 

142,468

 

 

 

129,619

 

Net investments in real estate

 

 

4,136,875

 

 

 

3,673,593

 

Notes receivable, net ($1,692 and $2,004 of allowance for credit losses as of September 30, 2025 and December 31, 2024, respectively)(a)

 

 

154,765

 

 

 

126,584

 

Investments in and advances to unconsolidated affiliates

 

 

164,403

 

 

 

209,232

 

Other assets, net

 

 

230,327

 

 

 

223,767

 

Right-of-use assets - operating leases, net

 

 

24,552

 

 

 

25,531

 

Cash and cash equivalents

 

 

49,388

 

 

 

16,806

 

Restricted cash

 

 

25,647

 

 

 

22,897

 

Marketable securities

 

 

4,502

 

 

 

14,771

 

Rents receivable, net

 

 

63,710

 

 

 

58,022

 

Assets of property held for sale

 

 

21,023

 

 

 

 

Total assets (b)

 

$

4,875,192

 

 

$

4,371,203

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Mortgage and other notes payable, net

 

$

978,915

 

 

$

953,700

 

Unsecured notes payable, net

 

 

818,093

 

 

 

569,566

 

Unsecured line of credit

 

 

65,000

 

 

 

14,000

 

Accounts payable and other liabilities

 

 

276,233

 

 

 

232,726

 

Lease liabilities - operating leases

 

 

26,969

 

 

 

27,920

 

Dividends and distributions payable

 

 

27,749

 

 

 

24,505

 

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

 

 

17,119

 

 

 

16,514

 

Total liabilities (b)

 

 

2,210,078

 

 

 

1,838,931

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Redeemable noncontrolling interests (Note 10)

 

 

9,114

 

 

 

30,583

 

Equity:

 

 

 

 

 

 

Acadia Shareholders' Equity

 

 

 

 

 

 

Common shares, $0.001 par value per share, authorized 200,000,000 shares, issued and outstanding 131,031,455 and 119,657,594 shares as of September 30, 2025 and December 31, 2024, respectively

 

 

131

 

 

 

120

 

Additional paid-in capital

 

 

2,708,691

 

 

 

2,436,285

 

Accumulated other comprehensive income

 

 

17,001

 

 

 

38,650

 

Distributions in excess of accumulated earnings

 

 

(479,803

)

 

 

(409,383

)

Total Acadia shareholders’ equity

 

 

2,246,020

 

 

 

2,065,672

 

Noncontrolling interests

 

 

409,980

 

 

 

436,017

 

Total equity

 

 

2,656,000

 

 

 

2,501,689

 

Total liabilities, redeemable noncontrolling interests, and equity

 

$

4,875,192

 

 

$

4,371,203

 

 

(a)
Includes Notes receivable, net from related parties of $14.2 million and $14.8 million as of September 30, 2025 and December 31, 2024, respectively (Note 3).
(b)
Includes consolidated assets and liabilities of Acadia Realty Limited Partnership (the “Operating Partnership”), which is a consolidated variable interest entity (“VIE”) (Note 15). The Condensed Consolidated Balance Sheets include the following amounts related to our consolidated VIEs that are consolidated by the Operating Partnership: $1,776.1 million and $1,640.1 million of Operating real estate, net; $- million and $31.5 million of Real estate under development; $56.2 million and $74.4 million of Investments in and advances to unconsolidated affiliates; $84.2 million and $79.4 million of Other assets, net; $1.6 million and $2.0 million of Right-of-use assets - operating leases, net; $36.8 million and $15.9 million of Cash and cash equivalents; $12.9 million and $11.0 million of Restricted cash; $27.2 million and $27.3 million of Rents receivable, net; $21.0 million and $- million of Assets of properties held for sale; $876.3 million and $799.7 million of Mortgage and other notes payable, net; $130.1 million and $120.1 million of Accounts payable and other liabilities; $1.7 million and $2.1 million of Lease liability- operating leases as of September 30, 2025 and December 31, 2024, respectively.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

4


 

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands, except per share amounts)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

98,714

 

 

$

86,288

 

 

$

299,651

 

 

$

257,951

 

Other

 

 

2,292

 

 

 

1,457

 

 

 

6,341

 

 

 

8,404

 

Total revenues

 

 

101,006

 

 

 

87,745

 

 

 

305,992

 

 

 

266,355

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

38,884

 

 

 

34,500

 

 

 

117,593

 

 

 

103,721

 

General and administrative

 

 

10,924

 

 

 

10,215

 

 

 

34,053

 

 

 

30,162

 

Real estate taxes

 

 

11,832

 

 

 

11,187

 

 

 

38,452

 

 

 

33,514

 

Property operating

 

 

16,627

 

 

 

14,351

 

 

 

52,431

 

 

 

49,228

 

Impairment charges

 

 

12,570

 

 

 

 

 

 

37,210

 

 

 

 

Total expenses

 

 

90,837

 

 

 

70,253

 

 

 

279,739

 

 

 

216,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on disposition of properties

 

 

2,515

 

 

 

 

 

 

2,515

 

 

 

(441

)

Operating income

 

 

12,684

 

 

 

17,492

 

 

 

28,768

 

 

 

49,289

 

Equity in (losses) earnings of unconsolidated affiliates

 

 

(3,694

)

 

 

11,784

 

 

 

(9,598

)

 

 

15,952

 

Interest income (a)

 

 

6,121

 

 

 

7,859

 

 

 

18,575

 

 

 

18,510

 

Realized and unrealized holding losses on investments and other

 

 

(1,760

)

 

 

(1,503

)

 

 

(193

)

 

 

(5,918

)

Interest expense

 

 

(24,304

)

 

 

(23,363

)

 

 

(71,155

)

 

 

(70,653

)

Loss on change in control

 

 

 

 

 

 

 

 

(9,622

)

 

 

 

(Loss) income from continuing operations before income taxes

 

 

(10,953

)

 

 

12,269

 

 

 

(43,225

)

 

 

7,180

 

Income tax provision

 

 

(2

)

 

 

(15

)

 

 

(329

)

 

 

(201

)

Net (loss) income

 

 

(10,955

)

 

 

12,254

 

 

 

(43,554

)

 

 

6,979

 

Net loss attributable to redeemable noncontrolling interests

 

 

1,567

 

 

 

1,672

 

 

 

4,960

 

 

 

6,518

 

Net loss (income) attributable to noncontrolling interests

 

 

15,006

 

 

 

(5,512

)

 

 

47,783

 

 

 

(371

)

Net income attributable to Acadia shareholders

 

$

5,618

 

 

$

8,414

 

 

$

9,189

 

 

$

13,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

0.03

 

 

$

0.07

 

 

$

0.06

 

 

$

0.12

 

Diluted income per share

 

$

0.03

 

 

$

0.07

 

 

$

0.06

 

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares for basic income per share

 

 

131,020

 

 

 

108,351

 

 

 

127,812

 

 

 

104,704

 

Weighted average shares for diluted income per share

 

 

131,022

 

 

 

108,351

 

 

 

127,819

 

 

 

104,704

 

(a)
Includes interest income on Notes receivable, net from related parties, advances to unconsolidated affiliates, and loans to redeemable noncontrolling interest holders of $3.2 million and $4.8 million for the three months ended September 30, 2025 and 2024, respectively, and $10.1 million and $10.3 million for the nine months ended September 30, 2025 and 2024, respectively (Note 3, Note 10).

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

5


 

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(10,955

)

 

$

12,254

 

 

$

(43,554

)

 

$

6,979

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on valuation of swap agreements

 

 

385

 

 

 

(31,715

)

 

 

(14,611

)

 

 

2,301

 

Reclassification of realized interest on swap agreements

 

 

(3,710

)

 

 

(7,327

)

 

 

(11,173

)

 

 

(25,011

)

Other comprehensive loss

 

 

(3,325

)

 

 

(39,042

)

 

 

(25,784

)

 

 

(22,710

)

Comprehensive loss

 

 

(14,280

)

 

 

(26,788

)

 

 

(69,338

)

 

 

(15,731

)

Comprehensive loss attributable to redeemable noncontrolling interests

 

 

1,567

 

 

 

1,672

 

 

 

4,960

 

 

 

6,518

 

Comprehensive loss attributable to noncontrolling interests

 

 

15,350

 

 

 

3,160

 

 

 

51,918

 

 

 

7,148

 

Comprehensive income (loss) attributable to Acadia shareholders

 

$

2,637

 

 

$

(21,956

)

 

$

(12,460

)

 

$

(2,065

)

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

6


 

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

Three Months Ended September 30, 2025 and 2024

 

 

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
Interests

 

Balance as of July 1, 2025

 

 

131,011

 

 

$

131

 

 

$

2,707,218

 

 

$

19,982

 

 

$

(458,205

)

 

$

2,269,126

 

 

$

437,033

 

 

$

2,706,159

 

 

$

21,174

 

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

 

 

17

 

 

 

 

 

 

290

 

 

 

 

 

 

 

 

 

290

 

 

 

(290

)

 

 

 

 

 

 

Dividends/distributions declared ($0.20 per Common Share/OP Unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,202

)

 

 

(26,202

)

 

 

(1,447

)

 

 

(27,649

)

 

 

 

Adjustment of redeemable non-controlling interest to estimated redemption value (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,014

)

 

 

(1,014

)

 

 

 

 

 

(1,014

)

 

 

1,014

 

Acquisition of noncontrolling interest (Note 10)

 

 

 

 

 

 

 

 

(1,528

)

 

 

 

 

 

 

 

 

(1,528

)

 

 

(105

)

 

 

(1,633

)

 

 

(8,232

)

City Point Loan accrued interest (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,270

)

Employee and trustee stock compensation, net

 

 

3

 

 

 

 

 

 

58

 

 

 

 

 

 

 

 

 

58

 

 

 

2,961

 

 

 

3,019

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,215

)

 

 

(16,215

)

 

 

(5

)

Noncontrolling interest contributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,046

 

 

 

6,046

 

 

 

 

Comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

(2,981

)

 

 

5,618

 

 

 

2,637

 

 

 

(15,350

)

 

 

(12,713

)

 

 

(1,567

)

Reallocation of noncontrolling interests

 

 

 

 

 

 

 

 

2,653

 

 

 

 

 

 

 

 

 

2,653

 

 

 

(2,653

)

 

 

 

 

 

 

Balance as of September 30, 2025

 

 

131,031

 

 

$

131

 

 

$

2,708,691

 

 

$

17,001

 

 

$

(479,803

)

 

$

2,246,020

 

 

$

409,980

 

 

$

2,656,000

 

 

$

9,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of July 1, 2024

 

 

105,267

 

 

$

105

 

 

$

2,115,689

 

 

$

47,621

 

 

$

(381,945

)

 

$

1,781,470

 

 

$

457,221

 

 

$

2,238,691

 

 

$

40,874

 

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

 

 

95

 

 

 

 

 

 

1,546

 

 

 

 

 

 

 

 

 

1,546

 

 

 

(1,546

)

 

 

 

 

 

 

Issuance of Common Shares, net

 

 

8,534

 

 

 

9

 

 

 

186,710

 

 

 

 

 

 

 

 

 

186,719

 

 

 

 

 

 

186,719

 

 

 

 

Dividends/distributions declared ($0.19 per Common Share/OP Unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,641

)

 

 

(21,641

)

 

 

(1,273

)

 

 

(22,914

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,165

)

Employee and trustee stock compensation, net

 

 

6

 

 

 

 

 

 

235

 

 

 

 

 

 

 

 

 

235

 

 

 

2,494

 

 

 

2,729

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,591

)

 

 

(7,591

)

 

 

 

Noncontrolling interest contributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,409

 

 

 

2,409

 

 

 

 

Comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

(30,370

)

 

 

8,414

 

 

 

(21,956

)

 

 

(3,160

)

 

 

(25,116

)

 

 

(1,672

)

Reallocation of noncontrolling interests

 

 

 

 

 

 

 

 

354

 

 

 

 

 

 

 

 

 

354

 

 

 

(354

)

 

 

 

 

 

 

Balance as of September 30, 2024

 

 

113,902

 

 

$

114

 

 

$

2,304,534

 

 

$

17,251

 

 

$

(395,172

)

 

$

1,926,727

 

 

$

448,200

 

 

$

2,374,927

 

 

$

35,037

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

 

 

 

 

7


 

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

Nine Months Ended September 30, 2025 and 2024

 

 

 

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, 2025

 

 

119,658

 

 

$

120

 

 

$

2,436,285

 

 

$

38,650

 

 

$

(409,383

)

 

$

2,065,672

 

 

$

436,017

 

 

$

2,501,689

 

 

$

30,583

 

Issuance of Common Shares, net

 

 

11,173

 

 

 

11

 

 

 

277,495

 

 

 

 

 

 

 

 

 

277,506

 

 

 

 

 

 

277,506

 

 

 

 

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

 

 

153

 

 

 

 

 

 

2,403

 

 

 

 

 

 

 

 

 

2,403

 

 

 

(2,403

)

 

 

 

 

 

 

Dividends/distributions declared ($0.60 per Common Share/OP Unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(78,595

)

 

 

(78,595

)

 

 

(4,337

)

 

 

(82,932

)

 

 

 

Consolidation of previously unconsolidated investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,573

 

 

 

29,573

 

 

 

 

Adjustment of redeemable non-controlling interest to estimated redemption value (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,014

)

 

 

(1,014

)

 

 

 

 

 

(1,014

)

 

 

1,014

 

Acquisition of noncontrolling interest (Note 10)

 

 

 

 

 

 

 

 

(1,528

)

 

 

 

 

 

 

 

 

(1,528

)

 

 

(105

)

 

 

(1,633

)

 

 

(8,232

)

City Point Loan accrued interest (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,296

)

Employee and trustee stock compensation, net

 

 

47

 

 

 

 

 

 

257

 

 

 

 

 

 

 

 

 

257

 

 

 

8,407

 

 

 

8,664

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,889

)

 

 

(25,889

)

 

 

(5

)

Noncontrolling interest contributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,414

 

 

 

14,414

 

 

 

10

 

Comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

(21,649

)

 

 

9,189

 

 

 

(12,460

)

 

 

(51,918

)

 

 

(64,378

)

 

 

(4,960

)

Reallocation of noncontrolling interests

 

 

 

 

 

 

 

 

(6,221

)

 

 

 

 

 

 

 

 

(6,221

)

 

 

6,221

 

 

 

 

 

 

 

Balance at September 30, 2025

 

 

131,031

 

 

$

131

 

 

$

2,708,691

 

 

$

17,001

 

 

$

(479,803

)

 

$

2,246,020

 

 

$

409,980

 

 

$

2,656,000

 

 

$

9,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

17,173

 

 

 

18

 

 

 

328,824

 

 

 

 

 

 

 

 

 

328,842

 

 

 

 

 

 

328,842

 

 

 

 

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

 

 

1,290

 

 

 

1

 

 

 

20,886

 

 

 

 

 

 

 

 

 

20,887

 

 

 

(20,888

)

 

 

(1

)

 

 

 

Dividends/distributions declared (0.55 per Common Share/OP Unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(59,157

)

 

 

(59,157

)

 

 

(3,954

)

 

 

(63,111

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,778

)

Employee and trustee stock compensation, net

 

 

77

 

 

 

 

 

 

1,059

 

 

 

 

 

 

 

 

 

1,059

 

 

 

9,026

 

 

 

10,085

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,010

)

 

 

(21,010

)

 

 

(6

)

Noncontrolling interest contributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,118

 

 

 

46,118

 

 

 

 

Comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

(15,191

)

 

 

13,126

 

 

 

(2,065

)

 

 

(7,148

)

 

 

(9,213

)

 

 

(6,518

)

Reallocation of noncontrolling interests

 

 

 

 

 

 

 

 

244

 

 

 

 

 

 

 

 

 

244

 

 

 

(244

)

 

 

 

 

 

 

Balance at September 30, 2024

 

 

113,902

 

 

$

114

 

 

$

2,304,534

 

 

$

17,251

 

 

$

(395,172

)

 

$

1,926,727

 

 

$

448,200

 

 

$

2,374,927

 

 

$

35,037

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

8


 

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net (loss) income

 

$

(43,554

)

 

$

6,979

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

117,593

 

 

 

103,721

 

(Gain) loss on disposition of properties and other investments

 

 

(2,515

)

 

 

441

 

Net unrealized holding losses on investments

 

 

508

 

 

 

5,277

 

Stock compensation expense

 

 

8,664

 

 

 

10,085

 

Straight-line rents

 

 

(2,691

)

 

 

(372

)

Equity in losses (earnings) of unconsolidated affiliates

 

 

9,598

 

 

 

(15,952

)

Distributions of operating income from unconsolidated affiliates

 

 

2,054

 

 

 

19,821

 

Amortization of financing costs

 

 

6,600

 

 

 

5,896

 

Non-cash lease expense

 

 

3,063

 

 

 

2,787

 

Loss on change in control

 

 

9,622

 

 

 

 

Impairment charges

 

 

37,210

 

 

 

 

Other, net

 

 

(7,673

)

 

 

(3,306

)

Changes in assets and liabilities:

 

 

 

 

 

 

Rents receivable

 

 

(5,874

)

 

 

(6,193

)

Other liabilities

 

 

(8,638

)

 

 

(3,507

)

Accounts payable and accrued expenses

 

 

(2,207

)

 

 

(2,468

)

Prepaid expenses and other assets

 

 

6,270

 

 

 

(17,743

)

Lease liabilities - operating leases

 

 

(3,035

)

 

 

(2,890

)

Net cash provided by operating activities

 

 

124,995

 

 

 

102,576

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Acquisitions of real estate

 

 

(406,907

)

 

 

(48,855

)

Proceeds from the disposition of properties and other investments, net

 

 

61,533

 

 

 

58,670

 

Investments in unconsolidated affiliates

 

 

(6,964

)

 

 

(9,780

)

Development, construction and property improvement costs

 

 

(86,638

)

 

 

(62,399

)

Refund (payment) for properties under purchase contract

 

 

11,500

 

 

 

(5,413

)

Increase in cash and restricted cash upon change of control

 

 

6,777

 

 

 

 

Return of capital from unconsolidated affiliates

 

 

9,734

 

 

 

14,910

 

Payment of deferred leasing costs

 

 

(9,828

)

 

 

(5,585

)

Proceeds from sale of marketable securities

 

 

9,761

 

 

 

10,503

 

Proceeds from repayment of note receivable

 

 

807

 

 

 

6,000

 

Issuance of note receivable

 

 

(20,211

)

 

 

(8,184

)

Net cash used in investing activities

 

 

(430,436

)

 

 

(50,133

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from unsecured debt

 

 

1,091,200

 

 

 

342,984

 

Principal payments on unsecured debt

 

 

(790,200

)

 

 

(655,871

)

Proceeds from issuances of Common Shares

 

 

277,519

 

 

 

328,842

 

Capital contributions from noncontrolling interests

 

 

14,424

 

 

 

46,118

 

Principal payments on mortgage and other notes

 

 

(192,309

)

 

 

(27,013

)

Proceeds received from mortgage and other notes

 

 

60,336

 

 

 

49,226

 

Distributions to noncontrolling interests

 

 

(30,402

)

 

 

(24,971

)

Dividends paid to Common Shareholders

 

 

(75,128

)

 

 

(54,681

)

Payment of deferred financing and other costs

 

 

(5,359

)

 

 

(11,004

)

Acquisition of noncontrolling interest

 

 

(9,865

)

 

 

 

Payments of finance lease obligations

 

 

557

 

 

 

(2,072

)

Net cash provided by (used in) financing activities

 

 

340,773

 

 

 

(8,442

)

Increase in cash and cash equivalents and restricted cash

 

 

35,332

 

 

 

44,001

 

Cash and cash equivalents of $16,806 and $17,481 and restricted cash of $22,897 and $7,813, respectively, beginning of period

 

 

39,703

 

 

 

25,294

 

Cash and cash equivalents of $49,388 and $46,207 and restricted cash of $25,647 and $23,088, respectively, end of period

 

$

75,035

 

 

$

69,295

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

 

9


 

ACADIA REALTY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

 

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid during the period for interest, net of capitalized interest of $8,234 and $5,152 respectively (a)

 

$

83,457

 

 

$

93,720

 

Cash paid for income taxes, net of refunds

 

$

330

 

 

$

202

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

 

Dividends/Distributions declared and payable

 

$

27,720

 

 

$

22,914

 

Conversion of Common and Preferred OP Units to Common Shares

 

$

2,403

 

 

$

20,888

 

Accrued interest on note receivable recorded to redeemable noncontrolling interest

 

$

9,296

 

 

$

8,927

 

Retained investment in an unconsolidated affiliate

 

$

 

 

$

2,432

 

Adjustment of redeemable non-controlling interest to estimated redemption value

 

$

1,014

 

 

$

 

Note receivable and accrued interest exchanged for redeemable noncontrolling interest

 

$

48,064

 

 

$

 

 

 

 

 

 

 

 

Increase (decrease) in assets and liabilities resulting from the consolidation of previously unconsolidated investment:

 

 

 

 

 

 

Operating real estate

 

$

201,700

 

 

$

 

Mortgage and other notes payable

 

 

156,117

 

 

 

 

Investments in and advances to unconsolidated affiliates

 

 

(28,516

)

 

 

 

Rents receivable and other assets

 

 

654

 

 

 

 

Accounts payable and other liabilities

 

 

4,548

 

 

 

 

Noncontrolling interests

 

 

29,572

 

 

 

 

 

(a)
Cash paid during the period for interest only includes payments made on our mortgages and does not capture the effect of hedging instruments. The Company received net cash from interest rate swap settlements of $9.9 million and $22.4 million for the nine months ended September 30, 2025 and 2024, respectively.

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements (unaudited).

10


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

1. Organization, Basis of Presentation and Summary of Significant Accounting Policies

Organization

Acadia Realty Trust, (the “Trust”, collectively with its consolidated subsidiaries, the “Company”), a Maryland real estate investment trust (“REIT”), is a fully-integrated equity real estate investment trust focused on the ownership, acquisition, development, and management of retail properties located primarily in high-barrier-to-entry, supply-constrained, densely populated metropolitan areas in the United States.

All of the Company’s assets are held by, and its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. At September 30, 2025 and December 31, 2024, the Trust controlled approximately 96% of the Operating Partnership as the sole general partner and is entitled to share in the cash distributions and profits and losses of the Operating Partnership in proportion to its percentage interest.

The limited partners primarily consist of entities or individuals that contributed 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”), as well as employees who have been granted restricted Common OP Units (“LTIP Units”) as long-term incentive compensation (Note 13). Limited partners holding Common OP and LTIP Units generally have the right to exchange their units on a one-for-one basis for common shares of beneficial interest, par value $0.001 per share, of the Company (“Common Shares”). This structure is referred to as an umbrella partnership REIT or “UPREIT.”

The Company owns and operates a high-quality core real estate portfolio, primarily comprised of open-air street retail assets in the nation’s most dynamic retail corridors (“REIT Portfolio”). This portfolio is complemented by an investment management platform that leverages institutional capital relationships to pursue opportunistic, high-yield, and/or value-add investments (“Investment Management”). As of September 30, 2025, the Company held ownership interests in 167 properties (including properties in various stages of development and redevelopment) within its REIT Portfolio, which includes properties either wholly owned or partially owned through joint ventures by the Operating Partnership or subsidiaries, excluding properties owned through the Investment Management platform.

The Company also held ownership interests in 51 properties through its Investment Management platform, which facilitates investments in primarily opportunistic and value-add retail real estate alongside institutional partners. Active investments are held through the following opportunity funds, including: Acadia Strategic Opportunity Fund II, LLC (“Fund II”), Acadia Strategic Opportunity Fund III LLC (“Fund III”), Acadia Strategic Opportunity Fund IV LLC (“Fund IV”), and Acadia Strategic Opportunity Fund V LLC (“Fund V” and, collectively with Fund II, Fund III and Fund IV, the “Funds”). The Company consolidates the Funds as variable interest entities (“VIE”) as it is the primary beneficiary, having (i) the power to direct the activities that most significantly impact the Funds’ economic performance, (ii) the obligation to absorb the Funds’ losses, and (iii) the right to receive benefits from the Funds that could potentially be significant.

The Operating Partnership serves as the sole general partner or managing member of the Funds and earns fees or priority distributions for asset management, property management, construction, development, leasing, and legal services. Cash flows from the Funds are distributed pro-rata to partners and members (including the Operating Partnership) until each receives a cumulative preferred return (“Preferred Return”) and full return of capital. Thereafter, remaining cash flows are distributed 20% to the Operating Partnership (“Promote”) and 80% to the partners or members (including the Operating Partnership). All intercompany transactions between the Funds and the Operating Partnership are eliminated in consolidation.

11


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table summarizes the general terms and Operating Partnership’s equity interests in the Funds (dollars in millions):

Entity

 

Formation
Date

 

Operating
Partnership
Share of
Capital

 

 

Capital Called
as of September 30, 2025
(a)

 

 

Unfunded
Commitment
 (a)

 

 

Equity Interest
Held By
Operating
Partnership
 (b)

 

 

Preferred
Return

 

 

Total
Distributions
as of September 30, 2025
(a)

 

Fund II (c)

 

6/2004

 

 

80.00

%

 

$

559.4

 

 

$

0.0

 

 

 

80.00

%

 

 

8

%

 

$

172.9

 

Fund III

 

5/2007

 

 

24.54

%

 

 

449.2

 

 

 

0.8

 

 

 

39.63

%

 

 

6

%

 

 

616.3

 

Fund IV

 

5/2012

 

 

23.12

%

 

 

506.0

 

 

 

24.0

 

 

 

23.12

%

 

 

6

%

 

 

221.4

 

Fund V

 

8/2016

 

 

20.10

%

 

 

485.8

 

 

 

34.2

 

 

 

20.10

%

 

 

6

%

 

 

169.8

 

 

(a)
Represents the total for the Funds, including the Operating Partnership and noncontrolling interests’ share. All returns and distributions referenced are presented net of fees and promote.
(b)
Amount represents the current economic ownership as of September 30, 2025, which could differ from the stated legal ownership based upon the cumulative preferred returns of the respective Fund.
(c)
In the third quarter of 2025, two Fund II investors exercised their put rights, and the Company acquired the investors’ 18.33% interest for approximately $54.4 million (Note 10) increasing its ownership in Fund II from 61.67% to 80%.

 

Also within Investment Management, we hold equity method investments in three unconsolidated co-investment vehicles with large institutional investors. Our equity ownership interests range from 5% to 20% in each venture. These investments are individually negotiated and may result in varying economic terms. In addition to these unconsolidated co-investments, as of September 30, 2025, we also own two assets within the Investment Management platform, that we intend to recapitalize with an institutional investor as part of our Investment Management strategy. Any potential recapitalization remains subject to final agreement between the parties, customary closing conditions, and market uncertainty. Thus, no assurances can be given that the Company will successfully close on a recapitalization.

The 218 REIT Portfolio and Investment Management properties primarily consist of street and urban retail properties, and suburban shopping centers.

Basis of Presentation

The interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required for complete annual financial statements. Operating results for interim periods are not necessarily indicative of results for the full fiscal year. In the opinion of management, all adjustments necessary for a fair presentation of interim Condensed Consolidated Financial Statements have been included. These adjustments are of normal recurring nature.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the interim Condensed Consolidated Financial Statements and accompanying notes. The most significant assumptions and estimates include those related to the valuation of real estate, depreciable lives, revenue recognition and the collectability of notes receivable and rents receivable. Actual results could differ from those estimates.

These interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2024 audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024.

Segments

 

During the third quarter of 2025, the Company renamed its historical Core Portfolio segment as the REIT Portfolio segment. No prior period information was recast and the designation change did not impact the Company’s condensed consolidated financial statements. Refer to Note 12.

We define our reportable segments based on the manner in which our chief operating decision maker makes key operating decisions, evaluates financial performance, allocates resources and manages our business. This approach aligns with our internal reporting structure and reflects the economic characteristics and nature of our operations. Accordingly, we have identified three reportable operating segments: REIT Portfolio, Investment Management and Structured Financing. Refer to Note 12 for additional segment information.

Recent Accounting Pronouncements

 

12


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement” (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. Prior to the amendment, the FASB did not provide specific authoritative guidance on the initial measurement of assets and liabilities assumed by a joint venture upon its formation. ASU 2023-05 requires a joint venture to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), to expand the disclosure requirements for income taxes, specifically related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance; however, it does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

 

On November 4, 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance applies to all PBEs and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company has elected not to early adopt and the requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the expected impact of the adoption of this ASU on disclosures within the consolidated financial statements.

 

On May 12, 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” (“ASU 2025-03”), which clarifies that when a business that is a variable interest entity (VIE) is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company has elected not to early adopt and the requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the expected impact of the adoption of this ASU on the consolidated financial statements.

Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company, or they are not expected to have a material impact on the Condensed Consolidated Financial Statements.

13


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

2. Real Estate

The Company’s consolidated real estate is comprised of the following for the periods presented (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Buildings and improvements

 

$

3,411,249

 

 

$

3,174,250

 

Tenant improvements

 

 

332,990

 

 

 

304,645

 

Land

 

 

1,147,235

 

 

 

906,031

 

Construction in progress

 

 

30,944

 

 

 

23,704

 

Right-of-use assets - finance leases (Note 11)

 

 

61,366

 

 

 

61,366

 

Total

 

 

4,983,784

 

 

 

4,469,996

 

Less: Accumulated depreciation and amortization

 

 

(989,377

)

 

 

(926,022

)

Operating real estate, net

 

 

3,994,407

 

 

 

3,543,974

 

Real estate under development

 

 

142,468

 

 

 

129,619

 

Net investments in real estate

 

$

4,136,875

 

 

$

3,673,593

 

 

Acquisitions

 

During the nine months ended September 30, 2025, the Company acquired the following retail properties and other retail investments (dollars in thousands):

Property and Location

 

Percent
Acquired

 

Date of
Acquisition

 

Purchase
Price
(a)

 

2025 Acquisitions

 

 

 

 

 

 

 

REIT Portfolio

 

 

 

 

 

 

 

106 Spring Street - New York, NY

 

100%

 

January 9, 2025

 

$

55,137

 

73 Wooster Street - New York, NY

 

100%

 

January 9, 2025

 

 

25,459

 

Renaissance Portfolio - Washington, D.C. (b)

 

48%

 

January 23, 2025

 

 

245,700

 

95, 97, and 107 North 6th Street - Brooklyn, NY

 

100%

 

April 9, 2025

 

 

59,668

 

85 5th Avenue - New York, NY

 

100%

 

April 11, 2025

 

 

47,014

 

70 and 93 North 6th Street - Brooklyn, NY

 

100%

 

June 4, 2025

 

 

50,323

 

2117 N. Henderson Avenue (Land Parcel) - Dallas, TX

 

100%

 

July 31, 2025

 

 

904

 

Subtotal REIT Portfolio

 

 

 

 

 

 

484,205

 

 

 

 

 

 

 

 

 

Investment Management

 

 

 

 

 

 

 

Pinewood Square - Lake Worth, FL

 

100%

 

March 19, 2025

 

 

68,207

 

The Avenue at West Cobb - Marietta, GA

 

100%

 

September 30, 2025

 

 

62,701

 

Subtotal Investment Management

 

 

 

 

 

 

130,908

 

Total 2025 Acquisitions

 

 

 

 

 

$

615,113

 

(a)
Purchase price includes capitalized transaction costs of $2.4 million.
(b)
On January 23, 2025, the Company acquired an additional 48% economic ownership interest, and increased its existing 20% interest to 68%, in the Renaissance Portfolio primarily located in Washington D.C. The 48% interest was acquired for a purchase price of $117.9 million, based upon a gross portfolio fair value of $245.7 million, which included existing mortgage loan indebtedness of $156.1 million in aggregate (Note 7). Prior to the acquisition, the Company accounted for its 20% interest under the equity method of accounting (Note 4). Due to the Company gaining a controlling financial interest as a result of this acquisition, the Company determined it should consolidate its investment within its REIT Portfolio effective January 23, 2025. As such, the Company measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of the Renaissance Portfolio, at fair value and recognized a $9.6 million loss on change in control representing the difference between the carrying value and fair value of its existing equity method interest immediately before consolidation of the portfolio in its Condensed Consolidated Statements of Operations related to the remeasurement of its previously held equity interest.

 

14


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Purchase Price Allocations

 

The purchase prices for the acquisitions (excluding any properties that were acquired in development) were allocated to the acquired assets and assumed liabilities based on their estimated relative fair values at the dates of acquisition. The following table summarizes the allocation of the purchase price of properties acquired during the nine months ended September 30, 2025 (in thousands):

 

 

 

Land

 

 

Buildings and improvements

 

 

Intangible assets

 

 

Intangible liabilities

 

 

Debt fair value adjustment

 

 

Total

 

106 Spring Street

 

$

51,495

 

 

$

5,043

 

 

$

10,165

 

 

$

(11,566

)

 

$

 

 

$

55,137

 

73 Wooster St

 

 

15,876

 

 

 

6,775

 

 

 

2,848

 

 

 

(40

)

 

 

 

 

 

25,459

 

Renaissance Portfolio

 

 

103,962

 

 

 

127,368

 

 

 

20,016

 

 

 

(4,100

)

 

 

(1,546

)

 

 

245,700

 

Pinewood Square

 

 

17,208

 

 

 

46,208

 

 

 

12,668

 

 

 

(7,877

)

 

 

 

 

 

68,207

 

95, 97, and 107 North 6th Street

 

 

17,342

 

 

 

36,493

 

 

 

6,167

 

 

 

(334

)

 

 

 

 

 

59,668

 

85 5th Avenue

 

 

32,718

 

 

 

7,318

 

 

 

6,978

 

 

 

 

 

 

 

 

 

47,014

 

70 and 93 North 6th Street

 

 

17,058

 

 

 

30,834

 

 

 

5,833

 

 

 

(3,402

)

 

 

 

 

 

50,323

 

2117 N. Henderson Avenue

 

 

904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

904

 

The Avenue at West Cobb

 

 

9,647

 

 

 

40,355

 

 

 

15,633

 

 

 

(2,934

)

 

 

 

 

 

62,701

 

2025 Total

 

$

266,210

 

 

$

300,394

 

 

$

80,308

 

 

$

(30,253

)

 

$

(1,546

)

 

$

615,113

 

 

The Company determines the fair value of the individual components of real estate asset acquisitions primarily through calculating the “as-if vacant” value of a building, using an income approach, which relies significantly upon internally determined assumptions. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Company has determined that these estimates primarily rely on Level 3 inputs, which are unobservable inputs based on our own assumptions. The most significant assumptions used in calculating the “as-if vacant” value for acquisition activity during the nine months ended September 30, 2025 are as follows:

 

 

 

2025

 

 

Low

High

Exit Capitalization Rate

 

5.00%

7.75%

Discount Rate

 

6.25%

10.50%

Annual net rental rate per square foot on acquired buildings

 

$15.00

$850.00

Interest rate on assumed debt

 

6.35%

6.35%

 

The estimate of the portion of the “as-if vacant” value that is allocated to the land underlying the acquired real estate relies on Level 3 inputs and is primarily determined by reference to recent comparable transactions.

 

Disposition

 

During the nine months ended September 30, 2025, the Company disposed of the following retail properties (dollars in thousands):

 

Property and Location

 

Owner

 

Date Sold

 

Sale Price

 

 

Gain
on Sale
 (a)

 

2025 Dispositions

 

 

 

 

 

 

 

 

 

 

Mad River - Dayton, OH (b)

 

REIT

 

August 19, 2025

 

$

15,020

 

 

$

2,756

 

640 Broadway - New York, NY (c)

 

IM (Fund III)

 

September 5, 2025

 

 

49,500

 

 

 

172

 

Total 2025 Dispositions

 

 

 

 

 

$

64,520

 

 

$

2,928

 

 

15


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

(a)
During the three months ended September 30, 2025, the Company incurred a $0.4 million loss related to a Fund IV property that was sold in 2019 in connection with a post-closing dispute. This loss is omitted from the table above, but is included in Gain (loss) on disposition of properties in the Company’s Condensed Consolidated Statements of Operations.
(b)
Pursuant to the purchase and sale agreement, $1.9 million of the total sale consideration was placed in an escrow in connection with a contingency, upon resolution of which such funds will be released to the Company as the seller. The Company recognized a variable gain on sale relating to this amount because the Company believes it is probable that a significant reversal of such recorded gain will not occur when the uncertainty associated with the variable consideration will be subsequently resolved in the fourth quarter of 2025. Subsequently, at the end of each reporting period, the Company will update the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained) to represent the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period.
(c)
This property was previously impaired. Refer to Note 8 for more detail.

 

Properties Held for Sale

As of September 30, 2025, the Company classified a portion of 1035 Third Avenue, a consolidated Fund IV Investment Management property, as held for sale. The property was subsequently sold on October 1, 2025 (Note 16). The assets and liabilities of the property held for sale are presented separately in the accompanying condensed consolidated balance sheets and are summarized as follows:

 

 

 

September 30,

 

 

 

2025

 

Assets

 

 

 

Building and improvements

 

$

23,341

 

Tenant improvements

 

 

1,769

 

Land

 

 

5,896

 

Less: Accumulated depreciation and amortization

 

 

(11,246

)

Other

 

 

1,263

 

 

 

$

21,023

 

Liabilities

 

 

 

Real estate, intangible liabilities

 

$

 

 

The Company did not have any properties classified as held for sale as of December 31, 2024.

 

Real Estate Under Development

Real estate under development represents the Company’s consolidated properties that have not yet been placed into service and are undergoing substantial development or construction.

Development activity for these properties during the periods presented is summarized below (dollars in thousands):

 

 

 

January 1, 2025

 

 

Nine Months Ended September 30, 2025

 

 

September 30, 2025

 

 

 

Number of
Properties

 

 

Carrying
Value

 

 

Transfers In

 

 

Capitalized
Costs

 

 

Transfers Out

 

 

Number of
Properties

 

 

Carrying
Value

 

REIT Portfolio (a)

 

 

4

 

 

$

98,255

 

 

$

3,072

 

 

$

42,219

 

 

$

1,078

 

 

 

6

 

 

 

142,468

 

IM (Fund III) (b)

 

 

1

 

 

 

31,364

 

 

 

 

 

 

2,621

 

 

 

33,985

 

 

 

 

 

 

 

Total

 

 

5

 

 

$

129,619

 

 

$

3,072

 

 

$

44,840

 

 

$

35,063

 

 

 

6

 

 

$

142,468

 

(a)
During the nine months ended September 30, 2025, the Company placed two REIT Portfolio properties into development within the Henderson Avenue portfolio.
(b)
During the nine months ended September 30, 2025, the Company transferred out one Investment Management Fund III property that is no longer in development.

 

 

The number of properties in the table above refers to full-property development projects; however, certain projects represent only a portion of a property, and the capitalized costs and carrying value of these projects are included in the table above. As of September 30, 2025, consolidated development projects included six properties in the Henderson Avenue Portfolio (REIT Portfolio).

 

Construction in progress refers to construction activity at operating properties that remain in service during the construction period.

 

16


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

3. Notes Receivable, Net

Interest income from notes and mortgages receivable is reported within the Company’s Structured Financing segment (Note 12). Interest receivable is included in Other assets, net (Note 5). The Company’s notes receivable, net, are generally collateralized by either the underlying real estate or the borrowers’ equity interests in the entities that own the properties. The balances were as follows (dollars in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

September 30, 2025

Description

 

2025

 

 

2024

 

 

Number

 

 

Maturity Date

 

Interest Rate

Notes receivable

 

$

156,457

 

 

$

128,588

 

 

 

7

 

 

Apr 2020 - Dec 2027

 

6.00% - 13.75%

Allowance for credit losses

 

 

(1,692

)

 

 

(2,004

)

 

 

 

 

 

 

 

Notes receivable, net

 

$

154,765

 

 

$

126,584

 

 

 

7

 

 

 

 

 

 

In April 2025, the Company modified a redeemable preferred equity investment in a property that is accounted for as a note receivable, with a principal balance of $54.0 million as of March 31, 2025. The maturity date was extended from February 25, 2025 to February 9, 2027, with an option for a one-year extension. As part of this modification, the borrower repaid $25.3 million of accrued interest. The Company also provided a mezzanine loan and additional advances under the preferred equity related to the same asset which also matures on February 9, 2027 and bears interest at a fixed rate of 9.00%. As of September 30, 2025, the Company advanced $28.5 million in aggregate. The borrower entity was determined to be a VIE in which the Company holds a variable interest, but the Company is not the primary beneficiary. Accordingly, the VIE is not consolidated (Note 15).

 

The following table presents the activity in the allowance for credit losses for the nine months ended September 30, 2025 and year ended December 31, 2024 (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Allowance for credit losses as of beginning of periods

 

$

2,004

 

 

$

1,279

 

Provision of loan losses

 

 

(312

)

 

 

725

 

Total credit allowance

 

$

1,692

 

 

$

2,004

 

As of September 30, 2025, the Company had six performing notes with a total amortized cost of $142.5 million, including accrued interest of $3.9 million. Each note was evaluated individually due to the lack of comparability across the Structured Financing portfolio.

One note receivable, totaling $21.6 million including accrued interest (exclusive of default interest and other amounts due on the loan that have not been recognized), was in default as of September 30, 2025 and December 31, 2024. The loan matured on April 1, 2020 and was not repaid. The Company expects to take appropriate actions to recover the amounts due under the loan and has issued a reservation of rights letter to the borrowers and guarantor, reserving all of its rights and remedies under the applicable note documents and otherwise. The Company applied the collateral-dependent practical expedient in accordance with ASC Topic 326: Financial Instruments - Credit Losses (“ASC 326”) as the note is expected to be settled through foreclosure or possession of the underlying collateral. Based on the estimated fair value of the collateral at the expected realization date, no allowance for credit losses was recorded.

 

 

 

17


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

4. Investments in and Advances to Unconsolidated Affiliates

The Company accounts for its investments in and advances to unconsolidated affiliates primarily under the equity method of accounting. The Company’s investments in and advances to unconsolidated affiliates consist of the following (dollars in thousands):

 

 

 

 

 

Ownership Interest

 

September 30,

 

 

December 31,

 

Portfolio

 

Property

 

September 30, 2025

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

REIT:

 

Renaissance Portfolio (a)

 

68%

 

$

 

 

$

28,250

 

 

 

Gotham Plaza

 

49%

 

 

30,393

 

 

 

30,561

 

 

 

Georgetown Portfolio (b)

 

50%

 

 

3,792

 

 

 

4,214

 

 

 

1238 Wisconsin Avenue (b, c)

 

80%

 

 

18,194

 

 

 

19,048

 

 

 

840 N. Michigan Avenue (d, e)

 

94.35%

 

 

31,188

 

 

 

28,111

 

 

 

 

 

 

 

 

83,567

 

 

 

110,184

 

Investment Management:

 

 

 

 

 

 

 

 

 

 

Fund IV: (i)

 

Fund IV Other Portfolio (j)

 

90%

 

 

432

 

 

 

5,291

 

 

 

650 Bald Hill Road (k)

 

90%

 

 

5,823

 

 

 

9,220

 

 

 

 

 

 

 

 

6,255

 

 

 

14,511

 

 

 

 

 

 

 

 

 

 

 

 

Fund V: (i)

 

Family Center at Riverdale (d)

 

89.42%

 

 

650

 

 

 

1,832

 

 

 

Tri-City Plaza

 

90%

 

 

6,070

 

 

 

6,914

 

 

 

Frederick County Acquisitions (f)

 

90%

 

 

4,879

 

 

 

4,375

 

 

 

Wood Ridge Plaza

 

90%

 

 

8,179

 

 

 

9,313

 

 

 

La Frontera Village

 

90%

 

 

10,519

 

 

 

13,389

 

 

 

Shoppes at South Hills

 

90%

 

 

9,203

 

 

 

10,139

 

 

 

Mohawk Commons

 

90%

 

 

9,897

 

 

 

12,350

 

 

 

 

 

 

 

 

49,397

 

 

 

58,312

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

Shops at Grand

 

5%

 

 

2,360

 

 

 

2,452

 

 

 

Walk at Highwoods Preserve

 

20%

 

 

1,899

 

 

 

2,279

 

 

 

LINQ Promenade

 

15%

 

 

15,934

 

 

 

16,508

 

 

 

 

 

 

 

 

20,193

 

 

 

21,239

 

 

 

 

 

 

 

 

 

 

 

 

Various:

 

Due from Related Parties

 

 

 

 

1,480

 

 

 

446

 

 

 

Other (g)

 

 

 

 

3,511

 

 

 

4,540

 

 

 

Investments in and advances to
unconsolidated affiliates

 

 

 

$

164,403

 

 

$

209,232

 

 

 

 

 

 

 

 

 

 

 

 

REIT:

 

Crossroads (h)

 

49%

 

$

17,119

 

 

$

16,514

 

 

 

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

 

 

 

$

17,119

 

 

$

16,514

 

 

(a)
On January 23, 2025, the Company acquired an additional 48% economic ownership interest, and increased its existing 20% interest to 68%, in the Renaissance Portfolio primarily located in Washington D.C. Prior to the acquisition, the Company accounted for its 20% interest under the equity method of accounting. Due to the Company gaining a controlling financial interest as a result of this acquisition, the Company concluded that the entity is a variable interest entity (“VIE”) and that it is the primary beneficiary, and it should consolidate its investment within its REIT Portfolio segment effective January 23, 2025. Accordingly, the Company recognized a loss on change in control of $9.6 million (Note 2).
(b)
Represents a VIE for which the Company is not the primary beneficiary (Note 15).
(c)
Includes the amounts advanced against a $12.8 million construction commitment from the Company to the venture that holds its investment in 1238 Wisconsin. As of September 30, 2025 and December 31, 2024 the related party note receivable had a principal balance of $12.8 million, net of a $0.1 million allowance for each period. The loan is secured by the venture members’ equity interest in the entity that owns the 1238 Wisconsin development property, bears interest at Prime + 1.0% (subject to a 4.5% floor), and matures on December 28, 2027. The Company recognized interest income of $0.1 million for each of the three and nine month periods ended September 30, 2025 and 2024, respectively, related to this note receivable.
(d)
Represents a tenancy-in-common interest.

18


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

(e)
In February 2025, the Company acquired an additional 2.5% interest in the 840 North Michigan Avenue venture increasing its ownership interest from 91.85% to 94.35%. The note receivable from the 840 North Michigan Avenue venture partners had a balance of $1.6 million and $2.3 million as of September 30, 2025 and December 31, 2024, respectively and matures in July 2025 (Note 3).
(f)
On September 25, 2024 the venture which Fund V holds a 90% interest in sold a 300,000 square foot property, Frederick Crossing, in Frederick County, Maryland. Fund V maintains its 90% interest in the venture which retains its interest in the remaining Frederick County Square property of the Frederick County Acquisitions portfolio.
(g)
Includes cost-method investment in Fifth Wall. The Company recorded an impairment charge of $0.2 million and $0.6 million for the three and nine months ended September 30, 2025, which is included in Realized and unrealized holding gains (losses) on investments and other in the Company’s Condensed Consolidated Statements of Operations.
(h)
Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may elect to contribute capital to the entity.
(i)
The Company owns 23.12% and 20.10% in Funds IV and V, respectively (Note 1). For the ventures within these funds, the ownership interest percentage represents the Fund’s ownership interest and not the Company’s proportionate share.
(j)
As of September 30, 2025, the investment balance relates to undistributed proceeds from the disposition of the Eden Square property.
(k)
As of September 30, 2025, the venture recognized an impairment charge of $3.5 million on the property due to a shortened hold period. The Company’s proportionate share of $0.7 million was recorded through Equity in (losses) earnings of unconsolidated affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company continues to monitor its investment in 650 Bald Hill and has not identified any additional indicators of other than temporary impairment at the reporting date.

During the second quarter of 2025, the Company, through Fund IV, sold its investment in Eden Square for $28.0 million and repaid the related $23.3 million property mortgage loan. The venture recognized a loss of $1.0 million, of which Fund IV’s proportionate share was $2.1 million due to additional fund-level selling costs and an outstanding basis difference attributable to Fund IV’s investment structure. The Company’s proportionate share of the loss was $0.3 million.

Fees earned from and paid to Unconsolidated Affiliates

The Company earned fees for asset management, property management, construction, development, legal and leasing fees from its investments in unconsolidated affiliates totaling $1.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $3.1 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively, which are included in Other revenues in the Condensed Consolidated Statements of Operations.

In addition, the Company’s unconsolidated joint ventures paid fees to the Company’s unaffiliated joint venture partners of $0.7 million and $1.1 million for the three months ended September 30, 2025 and 2024, respectively, and $2.2 million and $3.3 million for the nine months ended September 30, 2025 and 2024, respectively, for leasing commissions, development, management, construction and overhead fees.

19


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Summarized Financial Information of Unconsolidated Affiliates

The following Combined and Condensed Balance Sheets and Statements of Operations, in each period, summarized the financial information of the Company’s investments in unconsolidated affiliates that were held as of September 30, 2025 (in thousands):

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Combined and Condensed Balance Sheets

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Rental property, net

 

$

905,140

 

 

$

1,016,229

 

Other assets

 

 

125,202

 

 

 

162,713

 

Total assets

 

$

1,030,342

 

 

$

1,178,942

 

Liabilities and partners’ equity:

 

 

 

 

 

 

Mortgage notes payable

 

$

631,956

 

 

$

815,045

 

Other liabilities

 

 

130,437

 

 

 

140,743

 

Partners’ equity

 

 

267,949

 

 

 

223,154

 

Total liabilities and partners’ equity

 

$

1,030,342

 

 

$

1,178,942

 

 

 

 

 

 

 

 

Company's share of accumulated equity

 

$

128,152

 

 

$

131,793

 

Basis differential

 

 

8,958

 

 

 

50,851

 

Deferred fees, net of portion related to the Company's interest

 

 

5,232

 

 

 

5,400

 

Amounts receivable/payable by the Company

 

 

1,480

 

 

 

446

 

Investments in and advances to unconsolidated affiliates, net of Company's
   share of distributions in excess of income from and investments in
   unconsolidated affiliates

 

 

143,822

 

 

 

188,490

 

Investments carried at cost

 

 

3,462

 

 

 

4,228

 

Company's share of distributions in excess of income from and
   investments in unconsolidated affiliates

 

 

17,119

 

 

 

16,514

 

Investments in and advances to unconsolidated affiliates

 

$

164,403

 

 

$

209,232

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Combined and Condensed Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

29,073

 

 

$

27,792

 

 

$

90,215

 

 

$

83,977

 

Operating and other expenses

 

 

(10,911

)

 

 

(9,488

)

 

 

(34,141

)

 

 

(29,624

)

Interest expense

 

 

(9,780

)

 

 

(9,895

)

 

 

(31,944

)

 

 

(30,514

)

Depreciation and amortization

 

 

(11,946

)

 

 

(10,266

)

 

 

(38,420

)

 

 

(32,062

)

Gain on extinguishment of debt (a)

 

 

971

 

 

 

952

 

 

 

2,893

 

 

 

2,963

 

Impairment of real estate (c)

 

 

(3,480

)

 

 

 

 

 

(3,480

)

 

 

 

Gain (loss) on disposition of properties (b)

 

 

 

 

 

12,849

 

 

 

(1,030

)

 

 

21,368

 

Net (loss) income attributable to unconsolidated affiliates

 

$

(6,073

)

 

$

11,944

 

 

$

(15,907

)

 

$

16,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company’s share of equity in net (losses) earnings of unconsolidated affiliates

 

$

(3,596

)

 

$

12,028

 

 

$

(9,304

)

 

$

16,684

 

Basis differential amortization

 

 

(98

)

 

 

(244

)

 

 

(294

)

 

 

(732

)

Company’s equity in (losses) earnings of unconsolidated affiliates

 

$

(3,694

)

 

$

11,784

 

 

$

(9,598

)

 

$

15,952

 

(a)
Includes the gain on debt extinguishment related to the restructuring at 840 N. Michigan Avenue for the three and nine months ended September 30, 2025 and 2024.
(b)
Includes the loss on the sale of Eden Square for the nine months ended September 30, 2025. Includes the gain on sale of the Frederick Crossing property for the three and nine ended September 30, 2024, and the gain on the sale of the Paramus Plaza property for the nine months ended September 30, 2024.
(c)
The impairment charge for the three and nine months ended September 30, 2025 is related to the 650 Bald Hill Road property.

 

20


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

5. Other Assets, Net and Accounts Payable and Other Liabilities

Other assets, net and accounts payable and other liabilities are comprised of the following for the periods presented:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2025

 

 

2024

 

Other Assets, Net:

 

 

 

 

 

 

Lease intangibles, net (Note 6)

 

$

138,176

 

 

$

86,853

 

Derivative financial instruments (Note 8)

 

 

10,664

 

 

 

31,145

 

Deferred charges, net (A)

 

 

41,905

 

 

 

39,189

 

Accrued interest receivable (Note 3)

 

 

9,068

 

 

 

32,154

 

Prepaid expenses

 

 

19,682

 

 

 

15,448

 

Due from seller

 

 

1,768

 

 

 

2,343

 

Income taxes receivable

 

 

1,250

 

 

 

1,475

 

Deposits

 

 

742

 

 

 

12,074

 

Corporate assets, net

 

 

488

 

 

 

563

 

Other receivables

 

 

6,584

 

 

 

2,523

 

 

 

$

230,327

 

 

$

223,767

 

 

 

 

 

 

 

 

(A) Deferred Charges, Net:

 

 

 

 

 

 

Deferred leasing and other costs

 

$

90,770

 

 

$

82,770

 

Deferred financing costs related to line of credit

 

 

13,939

 

 

 

13,889

 

 

 

 

104,709

 

 

 

96,659

 

Accumulated amortization

 

 

(62,804

)

 

 

(57,470

)

Deferred charges, net

 

$

41,905

 

 

$

39,189

 

 

 

 

 

 

 

 

Accounts Payable and Other Liabilities:

 

 

 

 

 

 

Lease intangibles, net (Note 6)

 

$

99,099

 

 

$

77,534

 

Accounts payable and accrued expenses

 

 

87,124

 

 

 

68,354

 

Deferred income

 

 

32,317

 

 

 

39,351

 

Tenant security deposits, escrow and other

 

 

22,431

 

 

 

14,515

 

Lease liability - finance leases, net (Note 11)

 

 

31,931

 

 

 

31,374

 

Derivative financial instruments (Note 8)

 

 

3,331

 

 

 

1,598

 

 

 

$

276,233

 

 

$

232,726

 

 

 

6. Lease Intangibles

Upon acquisitions of real estate (Note 2), the Company assesses the relative fair value of acquired assets (including land, buildings and improvements, and identified intangibles such as above- and below-market leases, including below-market options and acquired in-place leases) and assumed liabilities. The lease intangibles are amortized over the remaining terms of the respective leases, including option periods where applicable.

21


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Intangible assets and liabilities are included in Other assets, net and Accounts payable and other liabilities (Note 5) on the Condensed Consolidated Balance Sheets and summarized as follows (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 

 

Gross Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

 

Gross Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Amortizable Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-place lease intangible assets

 

$

409,404

 

 

$

(281,927

)

 

 

127,477

 

 

$

336,660

 

 

$

(255,899

)

 

$

80,761

 

Above-market rent

 

 

32,936

 

 

 

(22,237

)

 

 

10,699

 

 

 

26,432

 

 

 

(20,340

)

 

 

6,092

 

 

 

$

442,340

 

 

$

(304,164

)

 

$

138,176

 

 

$

363,092

 

 

$

(276,239

)

 

$

86,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable Intangible Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below-market rent

 

$

(226,102

)

 

$

127,188

 

 

$

(98,914

)

 

$

(196,239

)

 

$

118,933

 

 

$

(77,306

)

Above-market ground lease

 

 

(671

)

 

 

486

 

 

 

(185

)

 

 

(671

)

 

 

443

 

 

 

(228

)

 

 

$

(226,773

)

 

$

127,674

 

 

$

(99,099

)

 

$

(196,910

)

 

$

119,376

 

 

$

(77,534

)

 

During the nine months ended September 30, 2025, the Company:

acquired in-place lease intangibles of $73.8 million, above-market rent of $6.5 million, and below-market rent of $30.3 million with weighted-average useful lives of 6.2, 4.8, and 11.9 years, respectively (Note 2);
recorded accelerated amortization related to in-place lease intangible assets of $1.6 million related to early tenant lease terminations, of which the Company’s share was $1.5 million.

Amortization of in-place lease intangible assets is recorded in depreciation and amortization expense in the Condensed Consolidated Statements of Operations. Amortization of above-market rent and below-market rent is recorded as a reduction to and increase to rental income, respectively, in the Condensed Consolidated Statements of Operations. Amortization of above-market ground leases is recorded as a reduction to rent expense on the Condensed Consolidated Statements of Operations.

The following table summarizes the scheduled amortization of acquired lease intangible assets and assumed liabilities as of September 30, 2025 (in thousands):

 

Years Ending December 31,

 

Net Increase in
Rental Revenues

 

 

Increase to
Amortization Expense

 

 

Reduction of
Property Operating Expense

 

2025 (Remainder)

 

$

2,017

 

 

$

(8,800

)

 

$

15

 

2026

 

 

7,800

 

 

 

(29,845

)

 

 

58

 

2027

 

 

7,271

 

 

 

(23,214

)

 

 

58

 

2028

 

 

7,363

 

 

 

(16,559

)

 

 

54

 

2029

 

 

7,567

 

 

 

(11,265

)

 

 

 

Thereafter

 

 

56,197

 

 

 

(37,794

)

 

 

 

Total

 

$

88,215

 

 

$

(127,477

)

 

$

185

 

 

 

22


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

7. Debt

A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands):

 

 

 

 

 

Carrying Value as of

 

 

Interest Rate as of

Maturity Date as of

 

September 30,

 

December 31,

 

 

September 30, 2025

 

September 30, 2025

 

2025

 

2024

Mortgages Payable

 

 

 

 

 

 

 

 

REIT Portfolio

 

3.99% - 6.05%

 

Nov 2026 - Apr 2035

 

$230,766

 

$180,212

Fund II (a)

 

SOFR+1.90%

 

Aug 2028

 

137,500

 

137,485

Fund III

 

 

 

 

 

 

33,000

Fund IV (b)

 

SOFR+2.15% - SOFR+3.33%

 

Oct 2025 - Jun 2028

 

109,449

 

109,471

Fund V

 

SOFR+1.75% - SOFR+3.10%

 

Nov 2025 - Jun 2028

 

505,364

 

498,779

Net unamortized debt issuance costs

 

 

 

 

 

(5,315)

 

(5,459)

Unamortized premium

 

 

 

 

 

1,151

 

212

Total Mortgages Payable

 

 

 

 

 

$978,915

 

$953,700

 

 

 

 

 

 

 

 

 

Unsecured Notes Payable

 

 

 

 

 

 

 

 

Term Loans (c)

 

SOFR+1.20% - SOFR+1.40%

 

Apr 2028 - Jul 2030

 

$725,000

 

$475,000

Senior Notes

 

5.86% - 5.94%

 

Aug 2027 - Aug 2029

 

100,000

 

100,000

Net unamortized debt issuance costs

 

 

 

 

 

(6,907)

 

(5,434)

Total Unsecured Notes Payable

 

 

 

 

 

$818,093

 

$569,566

 

 

 

 

 

 

 

 

 

Unsecured Line of Credit

 

 

 

 

 

 

 

 

Revolving Credit (c)

 

SOFR+1.25%

 

Apr 2028

 

$65,000

 

$14,000

 

 

 

 

 

 

 

 

 

Total Debt (d)(e)

 

 

 

 

 

$1,873,079

 

$1,547,947

Net unamortized debt issuance costs

 

 

 

 

 

(12,222)

 

(10,893)

Unamortized premium

 

 

 

 

 

1,151

 

212

Total Indebtedness

 

 

 

 

 

$1,862,008

 

$1,537,266

 

(a)
On August 6, 2025, Fund II refinanced its property mortgage loan to reduce the borrowing capacity from $198.0 million to $137.5 million. The Operating Partnership has guaranteed up to $20.0 million of principal payments associated with this property mortgage loan (Note 9).
(b)
Includes the outstanding balance on the Fund IV secured bridge facility of $36.2 million as of September 30, 2025 and December 31, 2024. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV secured bridge facility (Note 9).
(c)
The Company has entered into various swap agreements to effectively fix its interest costs on a portion of its Revolver and term loans as of September 30, 2025 and December 31, 2024 (Note 8).
(d)
As of September 30, 2025 and December 31, 2024, the Company had $1,201.4 million and $852.0 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented. The effective fixed rates ranged from 1.98% to 4.50%.
(e)
Includes $78.2 million at each September 30, 2025 and December 31, 2024, of variable-rate debt that is subject to interest cap agreements as of the periods presented. The effective fixed rates ranged from 5.00% to 6.00%.

Mortgages Payable

A portion of the Company’s variable-rate property mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

At September 30, 2025 and December 31, 2024, the Company’s property mortgage loans were collateralized by 49 and 31 properties, respectively, as well as the related tenant leases. Certain loans are cross-collateralized and contain cross-default provisions. The loan agreements contain customary representations, covenants and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and leverage ratios. The Company was in compliance with its debt covenants as of September 30, 2025.

REIT Portfolio

On January 23, 2025, the Company acquired an additional 48% economic ownership interest in the Renaissance Portfolio (Note 2). The properties were subject to existing mortgage indebtedness. At acquisition the property mortgage loans had an aggregate outstanding principal balance of $156.1 million, bore interest at the Secured Overnight Financing Rate (“SOFR”) + 2.65% and was scheduled to mature on November 6, 2026. The property mortgage loans were recorded at a fair value of approximately $156.1 million. On January 24, 2025, the venture modified the property mortgage loan to reduce the interest rate to SOFR + 1.55%. This reduction was achieved through a $50.0 million principal paydown, which was funded by the Company as a note receivable from the venture. The note bears interest at 9.11%, matures in November 2026, and has been eliminated in consolidation.

23


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

During the nine months ended September 30, 2025, the Company repaid a $50.0 million property mortgage loan and made scheduled principal payments totaling $1.4 million.

Investment Management

During the nine months ended September 30, 2025, the Company, through its Investment Management segment:

extended the Fund IV secured bridge facility to mature in March 2026 and made scheduled principal payments totaling $3.6 million;
refinanced the property mortgage loan secured by its Fund II property. The refinancing extended the maturity date from August 2025 to August 2028 with a one-year extension option and lowered the interest rate from SOFR + 2.61% to SOFR + 1.90%. In connection with the refinancing, the Operating Partnership’s guarantee was reduced from $50.0 million to $20.0 million (Note 9);
refinanced a property mortgage loan secured by a Fund V property. The refinancing increased the principal amount from $50.2 million to $57.0 million, extended the term from April 2026 to August 2027, and reduced the interest rate from SOFR + 2.50% to SOFR + 1.75%; and
repaid a $33.0 million property mortgage loan and made scheduled principal payments totaling $3.6 million.

Unsecured Notes Payable and Unsecured Line of Credit

 

Credit Facility

In the second quarter of 2025, the Operating Partnership and the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amendment”) to amend the existing senior unsecured credit facility (the “Credit Facility”), which includes a $525.0 million unsecured revolving credit facility (the “Revolver”) maturing on April 15, 2028, with two six-month extension options, and a $400.0 million unsecured term loan (the “Term Loan”) also maturing on April 15, 2028, with two six-month extension options. The Amendment established a new five-year $250.0 million incremental delayed draw term loan (the “$250.0 Million Term Loan”), of which $175.0 million was drawn at closing. The Amendment also increased the accordion feature limit to $1.5 billion and reduced the borrowing rate on the entire $925.0 million Credit Facility by 10 basis points. The $250.0 Million Term Loan bears interest at a floating rate based on SOFR with margins based on leverage or credit rating and matures on May 29, 2030. At September 30, 2025, the $250.0 Million Term Loan bears interest at SOFR + 1.20%.

 

At September 30, 2025, the Term Loan had an outstanding balance of $400.0 million and bore interest at SOFR + 1.40%. During the third quarter of 2025, the Company drew the remaining $75.0 million available under the $250.0 Million Term Loan. As a result, both the Term Loan and the $250.0 Million Term Loan were fully utilized, with no remaining borrowing capacity under either facility as of September 30, 2025.

Other Unsecured Term Loans

Excluding the Term Loan and the $250.0 Million Term Loan described above, which are part of the Credit Facility, the Operating Partnership also has a $75.0 million term loan (the “$75.0 Million Term Loan”), with TD Bank, N.A., as administrative agent. The $75.0 Million Term Loan is not part of the Credit Facility. During the third quarter of 2025, the $75.0 Million Term Loan was amended to extend the maturity date by one year to July 2030 and reduced the leverage and credit based floating SOFR rate. At September 30, 2025, the $75.0 Million Term Loan bore interest at SOFR + 1.20%. The $75.0 Million Term Loan is guaranteed by the Trust and certain subsidiaries of the Trust (Note 9).

Senior Notes

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.

The Senior Notes were issued at par in accordance with the Senior Note Purchase Agreement and pay interest semiannually on February 21st and August 21st until their respective maturities. The Company may prepay the Senior Notes at any time in full or in part subject to certain limitations set forth in the Senior Note Purchase Agreement. The Senior Notes are guaranteed by the Company and certain subsidiaries of the Company.

24


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Revolver

At September 30, 2025, the Revolver, which is part of the Credit Facility discussed above, bore interest at SOFR + 1.25% and matures on April 15, 2028, subject to two six-month extension options. The outstanding balance and total available credit of the Revolver were $65.0 million and $460.0 million, respectively, as of September 30, 2025, reflecting no letters of credit outstanding. The outstanding balance and total available credit of the Revolver were $14.0 million and $511.0 million, respectively, as of December 31, 2024, reflecting no letters of credit outstanding.

The Company was in compliance with its unsecured notes payable and unsecured line of credit debt covenant requirements as of September 30, 2025.

Scheduled Debt Principal Payments

The following table summarizes the scheduled principal repayments, without regard to available extension options (described further below), of the Company’s consolidated indebtedness, as of September 30, 2025 (in thousands):

 

Year Ending December 31,

 

Principal Repayments

 

2025 (Remainder)

 

$

84,075

 

2026

 

 

328,938

 

2027

 

 

274,373

 

2028

 

 

759,484

 

2029

 

 

98,291

 

Thereafter

 

 

327,918

 

 

 

 

1,873,079

 

Unamortized premium

 

 

1,151

 

Net unamortized debt issuance costs

 

 

(12,222

)

Total indebtedness

 

$

1,862,008

 

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of September 30, 2025. The Company has the option to extend the following debt maturities by up to twelve months, and for some an additional twelve months thereafter, including $35.2 million contractually due in the remainder of 2025, $186.9 million in 2026, $250.7 million due in 2027 and $660.0 million in 2028. Execution of these extension options is subject to customary conditions, and there can be no assurance that the Company will meet such conditions or elect to exercise the options.

8. Financial Instruments and Fair Value Measurements

 

The Company measures certain financial assets and liabilities at fair value on a recurring and nonrecurring basis in accordance with ASC Topic: 820, Fair Value Measurement. The following disclosure summarizes the valuation methodologies and classification within the fair value hierarchy for these instruments.

Items Measured at Fair Value on a Recurring Basis

The Company’s recurring fair value measurements include marketable equity securities and derivative financial instruments. The valuation techniques and classifications are as follows:

Marketable Equity Securities — The Company holds an investment in Albertsons common stock, which is traded on an active exchange and is classified as a Level 1 asset. This investment is included in Marketable securities on the Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, respectively.

Derivative Financial Instruments — The Company utilizes interest rate swaps and caps to manage interest rate risk on variable-rate debt. These derivatives are over-the-counter instruments valued using observable market inputs, such as interest rate curves, and are classified as Level 2. Derivative assets are included in Other assets, net, and derivative liabilities are included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. See “Derivative Financial Instruments,” below.

25


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities

 

$

4,502

 

 

$

 

 

$

 

 

$

14,771

 

 

$

 

 

$

 

Derivative financial instruments

 

 

 

 

 

10,664

 

 

 

 

 

 

 

 

 

31,145

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

 

 

 

 

(3,331

)

 

 

 

 

 

 

 

 

(1,598

)

 

 

 

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value hierarchy classification is based on the lowest level input that is significant to the valuation. Assessing the significance of a particular input requires judgment and takes into account factors specific to the asset or liability being measured.

The Company did not have any transfers into or out of Level 1, Level 2, and Level 3 measurements during the nine months ended September 30, 2025, and 2024.

Marketable Equity Securities

During the three and nine months ended September 30, 2025, the Company sold 250,000 shares and 495,000 shares of Albertsons, generating net proceeds of $4.4 million and $9.8 million, respectively. During the three and nine months ended September 30, 2024, the Company sold 150,000 shares and 500,000 shares of Albertsons, generating net proceeds of $2.9 million and $10.5 million, respectively. As of September 30, 2025, the Company held 257,112 shares of Albertsons with a fair value of $4.5 million, which were subsequently sold in October 2025 for net proceeds of $4.7 million (Note 16).

Dividend income from marketable securities totaled $0.1 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $0.3 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in Realized and unrealized holding gains (losses) on investments and other on the Company’s Condensed Consolidated Statements of Operations.

The following table represents the realized and unrealized gains (losses) on marketable securities included in Realized and unrealized holding gains (losses) on investments and other on the Company’s Condensed Consolidated Statements of Operations (in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Realized gain on marketable securities, net

$

4,355

 

 

$

2,923

 

 

$

9,761

 

 

$

10,504

 

Less: previously recognized unrealized gains on marketable securities sold during the period

 

(4,355

)

 

 

(2,923

)

 

 

(9,761

)

 

 

(10,504

)

Unrealized (losses) gains on marketable securities still held as of the end of the period and through the disposition date on marketable securities sold during the period

 

(2,051

)

 

 

(1,242

)

 

 

(508

)

 

 

(5,277

)

Realized and unrealized (losses) gains on marketable securities, net

$

(2,051

)

 

$

(1,242

)

 

$

(508

)

 

$

(5,277

)

 

26


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Items Measured at Fair Value on a Nonrecurring Basis

Refer to Note 2 for fair value adjustments related to the acquisition of an additional 48% economic ownership interest in the Renaissance Portfolio.

Impairment Charges

Impairment charges for the nine months ended September 30, 2025 are as follows (in thousands):

 

 

 

 

 

 

 

 

Impairment Charge

 

Property Location

 

Owner

 

Triggering Event

 

Effective Date

 

Total

 

 

Acadia's Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2025 Impairment Charges

 

 

 

 

 

 

 

 

 

 

 

 

New York, NY (a)

 

IM (Fund III)

 

Reduced holding period

 

Jun 30, 2025

 

$

7,240

 

 

$

1,777

 

New York, NY (b)

 

IM (Fund IV)

 

Reduced holding period

 

Jun 30, 2025

 

 

17,400

 

 

 

3,991

 

East Farmingdale, NY (c)

 

IM (Fund III)

 

Reduced holding period

 

Sep 30, 2025

 

 

12,570

 

 

 

3,085

 

Total 2025 Impairment Charges

 

 

 

 

 

 

 

$

37,210

 

 

$

8,853

 

(a)
As of June 30, 2025, the fair value of the Fund III property was based on the purchase and sale agreement, excluding selling costs. This property was sold in the third quarter of 2025 (Note 2).
(b)
As of June 30, 2025, the fair value of the Fund IV property was estimated using a discounted cash flow model with a discount rate of 9.25% and a capitalization rate of 8.25%, resulting in a Level 3 fair value of $28.6 million as of the June 30, 2025 measurement date.This property was sold in October 2025.
(c)
As of September 30, 2025, the fair value of the Fund III property was estimated using a discounted cash flow model with a discount rate of 10.00% and a capitalization rate of 7.00%, resulting in a Level 3 fair value of $21.3 million as of the September 30, 2025 measurement date.

 

During the nine months ended September 30, 2025, the Company recognized an additional $0.6 million impairment charge for the declining fair value of the Company’s cost-method investment in Fifth Wall (Note 4), which is included in Realized and unrealized holding gains (losses) on investments and other, in the Company’s Condensed Consolidated Statement of Operations.

Redeemable Noncontrolling Interests

The Company has redeemable noncontrolling interests related to certain properties. The Company periodically evaluates redeemable noncontrolling interests to determine whether the maximum redemption value exceeds the carrying value. As of September 30, 2025, the Company recorded an adjustment of redeemable non-controlling interest to its estimated redemption value. Refer to Note 10 for further discussion regarding these interests.

27


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Derivative Financial Instruments

The Company had the following interest rate swaps and caps for the periods presented (information is as of September 30, 2025, unless otherwise noted, and dollars in thousands):

 

 

 

 

 

 

 

 

 

 

Strike Rate

 

 

 

Fair Value

 

Derivative
Instrument

 

Aggregate Notional Amount

 

 

Effective Date

 

Maturity Date

 

Low

 

 

High

 

Balance Sheet
Location

 

September 30,
2025

 

 

December 31,
2024

 

REIT Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swaps

 

$

531,000

 

 

May 2022Apr 2025

 

Apr 2026Jul 2030

 

1.98%

 

3.23%

 

Other Assets

 

$

10,480

 

 

$

28,173

 

Interest Rate Swaps

 

 

377,000

 

 

Dec 2022Aug 2025

 

Nov 2026Apr 2030

 

3.35%

 

4.50%

 

Accounts payable and other liabilities

 

 

(2,353

)

 

 

(1,316

)

 

 

$

908,000

 

 

 

 

 

 

 

 

 

 

 

 

 

$

8,127

 

 

$

26,857

 

Investment Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund II

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swap

 

$

50,000

 

 

Jan 2023

 

Dec 2029

 

3.23%

 

3.23%

 

Other Assets

 

$

157

 

 

$

1,615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund III

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Cap

 

$

33,000

 

 

Sep 2023

 

Oct 2025

 

5.50%

 

 

5.50%

 

Other Assets

 

$

 

 

$

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund IV

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Cap

 

$

54,500

 

 

Dec 2023

 

Dec 2025

 

6.00%

 

 

6.00%

 

Other Assets

 

$

 

 

$

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund V

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swaps

 

$

15,804

 

 

May 2023

 

May 2026

 

3.47%

 

3.47%

 

Other Assets

 

$

27

 

 

$

1,352

 

Interest Rate Swaps

 

 

243,586

 

 

Jan 2023Aug 2025

 

Mar 2026Feb 2028

 

3.36%

 

4.49%

 

Accounts payable and other liabilities

 

 

(978

)

 

 

(282

)

Interest Rate Cap

 

 

32,200

 

 

Sep 2025

 

Sep 2026

 

5.00%

 

5.00%

 

Other Assets

 

 

 

 

 

2

 

 

 

$

291,590

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(951

)

 

$

1,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total asset derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

$

10,664

 

 

$

31,145

 

Total liability derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(3,331

)

 

$

(1,598

)

All of the Company’s derivative instruments are designated as cash flow hedges and hedge the future cash outflows on variable-rate debt (Note 7). As of September 30, 2025, it is estimated that approximately $8.5 million included in Accumulated other comprehensive income related to derivatives will be reclassified as a reduction to interest expense within the next twelve months. As of September 30, 2025 and December 31, 2024, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated hedges.

During the nine months ended September 30, 2025, the Company terminated three forward-starting interest rate swaps with an aggregate notional value of $100.0 million. The associated loss remains in Accumulated other comprehensive income and will be reclassified from Accumulated other comprehensive income into earnings as interest expense over the period during which the hedged forecasted transaction affects earnings.

 

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. The Company enters into derivative financial instruments to manage exposures that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

The Company is exposed to credit risk in the event of non-performance by the counterparties to the swaps if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions.

28


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Credit Risk-Related Contingent Features

 

The Company’s agreements with its swap counterparties include provisions that could require immediate settlement of outstanding swap obligations in the event of a default. Specifically, if the Company defaults on certain unsecured debt obligations, such default may trigger a cross-default under the swap agreements, allowing the counterparties to declare an event of default and accelerate payment obligations under the swaps.

Other Financial Instruments

The carrying values and fair values of Company’s other financial assets and liabilities that are not measured at fair value on its Condensed Consolidated Balance Sheets are as follows as of the dates shown (dollars in thousands, inclusive of amounts attributable to noncontrolling interests where applicable):

 

 

 

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 

 

Level

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes Receivable (a)

 

 

3

 

 

$

154,765

 

 

$

157,315

 

 

$

126,584

 

 

$

127,485

 

City Point Loan (a)

 

 

3

 

 

 

34,821

 

 

 

35,368

 

 

 

66,741

 

 

 

68,204

 

Mortgage and Other Notes Payable (a, d)

 

 

3

 

 

 

983,079

 

 

 

978,302

 

 

 

958,947

 

 

 

954,276

 

Investment in non-traded equity securities (b)

 

 

3

 

 

 

3,307

 

 

 

3,307

 

 

 

4,073

 

 

 

4,073

 

Unsecured notes payable and Unsecured line of credit (c, e)

 

 

2

 

 

 

890,000

 

 

 

892,920

 

 

 

589,000

 

 

 

589,018

 

 

(a)
The Company estimates the fair value of financial instruments using a discounted cash flow model. This model incorporates assumptions such as current market rates and, where applicable, the credit quality of the borrower or tenant. In addition, the Company evaluates the value of the underlying collateral, considering factors such as collateral quality, borrower creditworthiness, time to maturity, and prevailing market conditions. These fair value estimates exclude unamortized discounts and deferred loan costs. As of the reporting date, the estimated market interest rates used in the valuation ranged from 3.30% to 12.97% for the Company’s notes receivable and City Point Loan, and from 5.13% to 7.08% for the Company’s property mortgage loans and other notes payable, depending on the specific characteristics of each loan.
(b)
Includes the Operating Partnership’s cost-method investment in Fifth Wall (Note 4).
(c)
The Company estimates the fair value of its unsecured notes payable and unsecured line of credit using quoted market prices in active or brokered markets, when available. In instances where observable market prices are not available due to limited or no trading activity, the Company estimates fair value using a discounted cash flow model. This model incorporates a rate that reflects the average yield of comparable instruments issued by market participants with similar credit risk profiles.
(d)
Carrying amounts exclude unamortized debt issuance costs and unamortized premiums totaling $5.3 million and $1.2 million as of September 30, 2025, and $5.5 million and $0.2 million as of December 31, 2024, respectively.
(e)
Carrying amounts exclude unamortized debt issuance costs of $6.9 million and $5.4 million as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the carrying amounts of the Company’s cash and cash equivalents, restricted cash, rents receivable, accounts payable, and certain financial instruments classified as Level 1 within other assets and other liabilities approximated their fair values. This approximation is due to the short-term nature and high liquidity of these instruments.

9. Commitments and Contingencies

The Company is involved in various matters of litigation arising out of, or incidental to, its business. While the Company is unable to predict with certainty the outcome of any particular matter, management does not expect, when such litigation is resolved, that the Company’s resulting exposure to loss contingencies, if any, will have a material adverse effect on its consolidated financial position or results of operations.

Commitments and Guaranties

From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to guarantee portions of the principal, interest and other amounts in connection with their borrowings, provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and provide guarantees to lenders, tenants and other third parties for the completion of development projects.

With respect to borrowings of our consolidated entities, the Company and certain subsidiaries of the Company have guaranteed $42.5 million of principal payment guarantees on various property mortgage loans and the Fund IV secured bridge facility (Note 7). As of September 30, 2025 and December 31, 2024, no amounts related to the guarantees were recorded as liabilities in the Company’s Condensed Consolidated Financial Statements. As of September 30, 2025 and December 31, 2024, the Company had no REIT Portfolio or Investment Management letters of credit outstanding.

29


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Additionally, in connection with the refinancing of the La Frontera Village (Note 4) property mortgage loan of $57.0 million, which is collateralized by the investment property, Fund V guaranteed the joint venture’s obligation under the loan. Fund V acted as guarantor under the non-recourse carveout guaranty. At September 30, 2025 and December 31, 2024, $0.1 million and $0.2 million related to the guarantee was recorded as a liability in the Company’s Condensed Consolidated Balance Sheets, respectively.

Construction and Tenant Improvement Commitments

In conjunction with the development and expansion of various properties, the Company has entered into agreements with general contractors for the construction or development of properties aggregating approximately $73.3 million and $97.4 million, of which the Company’s share is $72.1 million and $95.2 million as of September 30, 2025 and December 31, 2024, respectively.

Additionally, the Company has committed to fund tenant improvements under executed leases totaling approximately $39.6 million and $41.4 million, as of September 30, 2025 and December 31, 2024, respectively. The Company’s share of these obligations is approximately $32.4 million and $32.3 million, respectively. The timing and amounts of these payments are uncertain and are subject to the satisfaction of certain performance conditions.

Forfeiture of Deposits

 

The Company entered into a purchase and sale agreement (together with subsequent amendments thereto) to sell its West Shore Expressway property in the REIT Portfolio segment. At the request of the former potential buyer, the Company extended the closing date numerous times in exchange for additional non-refundable deposits and contributions towards the carrying costs of the property. The agreement terminated and expired by its terms in August 2023, and the deposit was forfeited to an affiliate of the Company, when, among other things, the former potential buyer failed to close on the property pursuant to the terms of the agreement. During the third quarter of 2023, the former potential buyer filed for Chapter 11 bankruptcy, which bankruptcy was dismissed during the fourth quarter of 2023, and as of March 31, 2024 is no longer subject to appeal. The Company recorded income of $3.5 million in Other revenues on the Consolidated Statements of Operations for the nine months ended September 30, 2024, related to the forfeiture of the non-refundable payments.

Insurance Coverage

The Company maintains insurance coverage on its properties in different types and amounts, with deductibles, that management believes are consistent with coverage typically carried by owners of similar properties.

10. Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Loss

ATM Program

The Company has an at-the-market equity issuance program (“ATM Program”) that provides the Company with an efficient vehicle for raising public equity capital to fund its needs. In February 2025, the Company entered into its current $500.0 million ATM Program, which includes an optional “forward sale” component, and concurrently terminated its existing $400.0 million ATM program. As of September 30, 2025, $238.7 million remains available for future share issuance under the current program.

As of September 30, 2025, the Company had 12,759,835 forward shares outstanding under its ATM Program at a weighted-average net offering price of $20.27. All forward sales agreements require settlement within one-year of the various effective dates and are expected to result in net cash proceeds of approximately $258.6 million if the Company were to physically settle all outstanding forward shares.

In March 2025, the Company physically settled 11,172,699 shares outstanding under the ATM Program’s forward, and received net proceeds of $277.9 million.

30


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The Company did not receive any proceeds from the sale of shares at the time it entered into each of the respective forward sale agreements. The Company determined that the ATM forward sales agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. The Company recorded the ATM forward sales agreements at fair value at inception, which was determined to be zero, and no subsequent fair value adjustments are required under equity classification.

Common Shares and Units

During the nine months ended September 30, 2025, the Company withheld 5,635 shares of its restricted Common Shares (“Restricted Shares”) to pay the employees’ statutory minimum income tax withholding obligations upon vesting. For the nine months ended September 30, 2025, the Company recognized $8.3 million in connection with Restricted Shares and Common OP Units (Note 13).

Share Repurchase Program

In 2018, the Company’s board of trustees (the “Board”) approved a new share repurchase program, which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program does not obligate the Company to repurchase any specific number of Common Shares and may be discontinued or extended at any time. No shares were repurchased during the nine months ended September 30, 2025 or 2024. As of September 30, 2025, $122.5 million remains available under the share repurchase program.

Dividends and Distributions

During the three months ended September 30, 2025 and 2024, the Company declared distributions of $0.20 and $0.19 per Common Share/OP Unit, respectively. During the nine months ended September 30, 2025 and 2024, the Company declared distributions of $0.60 and $0.55 per Common Share/Unit in the aggregate, respectively.

 

31


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Noncontrolling Interests

The following tables summarize the change in the noncontrolling interests for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands, except per unit data):

 

 

Noncontrolling
Interests in
Operating
Partnership
(a)

 

 

Noncontrolling
Interests in
Partially-Owned
Affiliates
(b)

 

 

Total

 

 

Redeemable Noncontrolling Interests (c)

 

Balance as of July 1, 2025

 

$

94,599

 

 

$

342,434

 

 

$

437,033

 

 

$

21,174

 

Distributions declared of $0.20 per Common OP Unit and distributions on Preferred OP Units

 

 

(1,447

)

 

 

 

 

 

(1,447

)

 

 

 

Net income (loss) for the three months ended September 30, 2025

 

 

314

 

 

 

(15,320

)

 

 

(15,006

)

 

 

(1,567

)

Conversion of 17,266 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(290

)

 

 

 

 

 

(290

)

 

 

 

Other comprehensive income - unrealized loss on valuation of swap agreements

 

 

(115

)

 

 

377

 

 

 

262

 

 

 

 

Adjustment of redeemable non-controlling interest to estimated redemption value

 

 

 

 

 

 

 

 

 

 

 

1,014

 

Acquisition of noncontrolling interest (Note 10)

 

 

 

 

 

(105

)

 

 

(105

)

 

 

(8,232

)

Reclassification of realized interest expense on swap agreements

 

 

(4

)

 

 

(602

)

 

 

(606

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

(3,270

)

Noncontrolling interest contributions

 

 

 

 

 

6,046

 

 

 

6,046

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

(16,215

)

 

 

(16,215

)

 

 

(5

)

Employee Long-term Incentive Plan Unit Awards

 

 

2,961

 

 

 

 

 

 

2,961

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

(2,653

)

 

 

 

 

 

(2,653

)

 

 

 

Balance as of September 30, 2025

 

$

93,365

 

 

$

316,615

 

 

$

409,980

 

 

$

9,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of July 1, 2024

 

$

85,683

 

 

$

371,538

 

 

$

457,221

 

 

$

40,874

 

Distributions declared of $0.19 per Common OP Unit and distributions on Preferred OP Units

 

 

(1,273

)

 

 

 

 

 

(1,273

)

 

 

 

Net income (loss) for the three months ended September 30, 2024

 

 

474

 

 

 

5,038

 

 

 

5,512

 

 

 

(1,672

)

Conversion of 31,847 Common OP Units and 18,266 Series C Preferred Units to Common Shares by limited partners of the Operating Partnership

 

 

(1,546

)

 

 

 

 

 

(1,546

)

 

 

 

Other comprehensive income - unrealized gain on valuation of swap agreements

 

 

(1,400

)

 

 

(4,831

)

 

 

(6,231

)

 

 

 

Reclassification of realized interest expense on swap agreements

 

 

(32

)

 

 

(2,409

)

 

 

(2,441

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

(4,165

)

Noncontrolling interest contributions

 

 

 

 

 

2,409

 

 

 

2,409

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

(7,591

)

 

 

(7,591

)

 

 

 

Employee Long-term Incentive Plan Unit Awards

 

 

2,494

 

 

 

 

 

 

2,494

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

(354

)

 

 

 

 

 

(354

)

 

 

 

Balance as of September 30, 2024

 

$

84,046

 

 

$

364,154

 

 

$

448,200

 

 

$

35,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

Noncontrolling
Interests in
Operating
Partnership
(a)

 

 

Noncontrolling
Interests in
Partially-Owned
Affiliates
(b)

 

 

Total

 

 

Redeemable Noncontrolling Interests (c)

 

Balance at January 1, 2025

 

$

85,730

 

 

$

350,287

 

 

$

436,017

 

 

$

30,583

 

Distributions declared of $0.60 per Common OP Unit and distributions on Preferred OP Units

 

 

(4,337

)

 

 

 

 

 

(4,337

)

 

 

 

Net income (loss) for the nine months ended September 30, 2025

 

 

649

 

 

 

(48,432

)

 

 

(47,783

)

 

 

(4,960

)

Conversion of 153,436 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(2,403

)

 

 

 

 

 

(2,403

)

 

 

 

Other comprehensive income - unrealized loss on valuation of swap agreements

 

 

(874

)

 

 

(1,394

)

 

 

(2,268

)

 

 

 

Consolidation of previously unconsolidated investment

 

 

 

 

 

29,573

 

 

 

29,573

 

 

 

 

Reclassification of realized interest expense on swap agreements

 

 

(28

)

 

 

(1,839

)

 

 

(1,867

)

 

 

 

Adjustment of redeemable non-controlling interest to estimated redemption value

 

 

 

 

 

 

 

 

 

 

 

1,014

 

Acquisition of noncontrolling interest

 

 

 

 

 

(105

)

 

 

(105

)

 

 

(8,232

)

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

(9,296

)

Noncontrolling interest contributions

 

 

 

 

 

14,414

 

 

 

14,414

 

 

 

10

 

Noncontrolling interest distributions

 

 

 

 

 

(25,889

)

 

 

(25,889

)

 

 

(5

)

Employee Long-term Incentive Plan Unit Awards

 

 

8,407

 

 

 

 

 

 

8,407

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

6,221

 

 

 

 

 

 

6,221

 

 

 

 

Balance at September 30, 2025

 

$

93,365

 

 

$

316,615

 

 

$

409,980

 

 

$

9,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2024

 

$

99,718

 

 

$

346,582

 

 

$

446,300

 

 

$

50,339

 

Distributions declared of $0.55 per Common OP Unit and distributions on Preferred OP Units

 

 

(3,954

)

 

 

 

 

 

(3,954

)

 

 

 

Net income (loss) for the nine months ended September 30, 2024

 

 

979

 

 

 

(608

)

 

 

371

 

 

 

(6,518

)

Conversion of 1,082,296 Common OP Units and 59,865 Series C Preferred Units to Common Shares by limited partners of the Operating Partnership

 

 

(20,888

)

 

 

 

 

 

(20,888

)

 

 

 

Other comprehensive income - unrealized gain on valuation of swap agreements

 

 

(455

)

 

 

2,815

 

 

 

2,360

 

 

 

 

Reclassification of realized interest expense on swap agreements

 

 

(136

)

 

 

(9,743

)

 

 

(9,879

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

(8,778

)

Noncontrolling interest contributions

 

 

 

 

 

46,118

 

 

 

46,118

 

 

 

 

Noncontrolling interest distributions

 

 

 

 

 

(21,010

)

 

 

(21,010

)

 

 

(6

)

Employee Long-term Incentive Plan Unit Awards

 

 

9,026

 

 

 

 

 

 

9,026

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

(244

)

 

 

 

 

 

(244

)

 

 

 

Balance at September 30, 2024

 

$

84,046

 

 

$

364,154

 

 

$

448,200

 

 

$

35,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 2,054,386 Common OP Units as of September 30, 2025 and 2024; (ii) 188 Series A Preferred OP Units as of September 30, 2025 and 2024; (iii) 66,519 Series C Preferred OP Units as of September 30, 2025 and 2024; and (iv) 5,231,199 and 4,670,297 LTIP units as of September 30, 2025 and 2024, respectively, as discussed in the Amended and Restated 2020 Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above.
(b)
Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and seven other subsidiaries.
(c)
Redeemable noncontrolling interests comprise third-party interests that have been granted put rights, as further described below.
(d)
Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership.

33


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Redeemable Noncontrolling Interests

Williamsburg Portfolio

In connection with the Williamsburg Portfolio acquisition in February 2022, the venture partner has a one-time right to put its 50.01% interest in the property to the Company for redemption at fair value after five years have passed (“Williamsburg NCI”). As it was unlikely as of the acquisition date that the venture partner would receive any consideration on redemption due to the Company’s preferential returns, the initial fair value of the Williamsburg NCI was determined to be zero. As of September 30, 2025, the fair value of the Williamsburg NCI was zero.

 

City Point Loan

 

In August 2022, the Company provided a loan, through a separate lending subsidiary, to other Fund II investors in City Point, through a separate borrower subsidiary, to fund the investors’ pro-rata contribution necessary to complete the refinancing of the City Point debt, of which $65.9 million was funded at closing (“City Point Loan”). The City Point Loan has a five-year term which matures on August 1, 2027 and is collateralized by the investors’ equity in City Point (“City Point NCI”).

 

Because the City Point Loan was granted in return for a capital contribution from the investors, and is collateralized by the City Point NCI, the City Point Loan and accrued interest, net of a $0.5 million allowance for credit loss as of September 30, 2025, are presented as a reduction of the City Point NCI balance. The borrower subsidiary of the City Point Loan was determined to be a VIE for which the Company is not the primary beneficiary. The maximum loss in the VIE is limited to the amount of the City Point Loan and any accrued interest.

 

In connection with the City Point Loan, each investor has a one-time right to put its City Point NCI to the Company for redemption in exchange for the settlement of its proportion of the City Point Loan amount plus either (i) a fixed cash amount or (ii) a cash amount equal to the value of fixed number of Common Shares of the Company on the trading day prior to the election, which began in August 2023 (“Redemption Value”). As a result of granting these redemption rights, the City Point NCI, net of the City Point Loan, has been reclassified and presented as Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

 

During the third quarter of 2025, two Fund II investors exercised their put rights related to their City Point NCI. Pursuant to the terms of the agreements, the Company redeemed the redeemable noncontrolling interests for total consideration of $56.0 million, which comprised the assumption of the redeeming partner’s portion of the City Point Loan and accrued interest balance of $48.0 million and a cash payment of $8.0 million. Following the redemption, the Company owns 80.0% of Fund II (Note 1). As the Company retained control of the subsidiary, the transaction was accounted for as an equity transaction with the difference between the carrying amount of the redeeming investor’s share of its redeemable noncontrolling interest of $56.3 million and the total consideration of the aforementioned $56.0 million recognized as a $0.3 million increase to Additional Paid-in Capital. No gain or loss was recognized in the Condensed Consolidated Statement of Operations.

 

The Company is required to periodically evaluate the maximum redemption amount of the City Point NCI interest and recognize an increase in the carrying value if the redemption value exceeds the carrying value at date of evaluation. The Company recognizes changes in the redemption price immediately as they occur. As of September 30, 2025, the Company recorded an adjustment of $0.9 million to adjust the carrying value of the City Point NCI to its redemption value. As the noncontrolling interests are redeemable at an amount other than fair value, the measurement adjustment affected net income attributable to Acadia shareholders earnings per share (Note 14).

8833 Beverly Boulevard

 

In July 2023, the Company entered into a limited partnership agreement to own and operate the 8833 Beverly Boulevard property. Following the formation of the partnership, the Company retained a 97.0% controlling interest. At a future point in time, either party may elect a buy-out right, where either the Company may purchase the venture partner’s interest, or the venture partner may sell its 3.0% interest in the partnership (the “8833 Beverly NCI”) to the Company for fair value. As a result of these redemption rights, the 8833 Beverly NCI was initially recorded at fair value. As of September 30, 2025, the Company recorded an adjustment of $0.2 million to adjust the carrying value of the NCI to its redemption value. As this interest is redeemable at fair value, the adjustment to redemption value was recognized as an adjustment to Additional Paid-in Capital and had no impact on consolidated Net (loss) income, or Net income attributable to Acadia shareholders in the Company’s Condensed Consolidated Statements of Operations.

34


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Preferred OP Units

During 2016, the Operating Partnership issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to a third party to acquire Gotham Plaza (Note 4). The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit and are convertible into Common OP Units at a rate based on the share price at the time of conversion. If the share price is below $28.80 on the conversion date, each Series C Preferred OP Unit will be convertible into 3.4722 Common OP Units. If the share price is between $28.80 and $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into a number of Common OP Units equal to $100.00 divided by the closing share price. If the share price is above $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into 2.8409 Common OP Units. The Series C Preferred OP Units have a mandatory conversion date of December 31, 2025, at which time all units that have not been converted will automatically be converted into Common OP Units based on the same calculations. Through September 30, 2025, 75,074 Series C Preferred OP Units were converted into 260,475 Common OP Units and then into Common Shares.

In 1999, the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 (9% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through September 30, 2025, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferred OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date.

11. Leases

As Lessor

The Company’s primary source of revenue is derived from lease agreements related to its portfolio of shopping centers and other retail properties. As of September 30, 2025, the Company was party to approximately 1,400 leases, which include both properties owned directly and those operated under long-term ground leases. These lease agreements have contractual terms that extend through February 2, 2084, and many include tenant renewal options. Certain leases also provide tenants with early termination rights.

Lease terms generally range from one month to sixty years. In addition to fixed base rent, many leases include provisions for variable lease payments, such as reimbursements for operating expenses and rent based on a percentage of the tenant’s sales volume.

The following table presents the components of rental revenue, disaggregated into fixed and variable lease income (in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Fixed lease revenue

$

80,558

 

 

$

70,073

 

 

$

243,631

 

 

$

208,096

 

Variable lease revenue

 

18,156

 

 

 

16,215

 

 

 

56,020

 

 

 

49,855

 

Total rental revenue

$

98,714

 

 

$

86,288

 

 

$

299,651

 

 

$

257,951

 

The following table summarizes the Company’s scheduled future minimum rental revenues under non-cancelable tenant leases with remaining terms greater than one year, as of September 30, 2025. These amounts assume no new or renegotiated leases or exercise of renewal options not deemed reasonably certain (in thousands):

 

 

 

 

Year Ending December 31,

 

Minimum Rental
Revenues

 

2025 (Remainder)

 

$

71,497

 

2026

 

 

300,258

 

2027

 

 

284,606

 

2028

 

 

252,945

 

2029

 

 

215,119

 

Thereafter

 

 

833,535

 

Total

 

$

1,957,960

 

 

35


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

During the first quarter of 2025, the Company recognized $8.4 million as rental and termination income related to a lease termination at City Center, a REIT Portfolio property, which is included in Other revenue on the Company’s Condensed Consolidated statements of operations.

During the three and nine months ended September 30, 2025 and 2024, no single tenant or property collectively comprised more than 10% of the Company’s total revenues.

As Lessee

The Company leases certain properties that are owned by third parties, including ground leases for retail properties and leases for office space and equipment. These leases grant the Company the right to operate the underlying assets during the lease term. Lease terms generally range from five years to 98 years and may include renewal options that are evaluated for likelihood of exercise. The Company classifies these arrangements as either operating or finance leases in accordance with ASC Topic 842, Leases.

 

 

 

Minimum Rental Payments

 

Year Ending December 31,

 

Operating Leases (a)

 

 

Finance
Leases
 (a)

 

2025 (Remainder)

 

$

1,305

 

 

$

333

 

2026

 

 

5,637

 

 

 

1,350

 

2027

 

 

4,850

 

 

 

1,350

 

2028

 

 

4,646

 

 

 

1,396

 

2029

 

 

4,121

 

 

 

1,415

 

Thereafter

 

 

13,066

 

 

 

155,320

 

 

 

 

33,625

 

 

 

161,164

 

Interest

 

 

(6,656

)

 

 

(129,233

)

Total

 

$

26,969

 

 

$

31,931

 

 

(a)
Minimum rental payments include $6.7 million of interest related to operating leases and $129.2 million related to finance leases. These amounts exclude lease renewal options that are not reasonably certain to be exercised.

The following table summarizes additional lease cost information for the Company’s lessee arrangements (dollars in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Lease Cost

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

   Amortization of right-of-use assets

$

374

 

 

$

361

 

 

$

1,121

 

 

$

964

 

 

   Interest on lease liabilities

 

512

 

 

 

511

 

 

 

1,541

 

 

 

1,545

 

 

   Subtotal

 

886

 

 

 

872

 

 

 

2,662

 

 

 

2,509

 

 

Operating lease cost

 

1,409

 

 

 

1,306

 

 

 

4,124

 

 

 

3,941

 

 

Variable lease cost

 

38

 

 

 

78

 

 

 

232

 

 

 

222

 

 

Total lease cost

$

2,333

 

 

$

2,256

 

 

$

7,018

 

 

$

6,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Paid

 

 

 

 

 

 

 

 

 

 

 

 

Payments of operating lease obligations - operating activities

$

1,365

 

 

$

1,329

 

 

$

4,097

 

 

$

4,044

 

 

Payments of interest on finance lease obligations - operating activities

 

516

 

 

 

505

 

 

 

1,541

 

 

 

1,539

 

 

Payments of finance lease obligations - financing activities

 

179

 

 

 

1,983

 

 

 

557

 

 

 

2,072

 

 

 

 

 

As of September 30,

 

 

 

2025

 

 

2024

 

Other Information

 

 

 

 

 

 

Weighted-average remaining lease term - finance leases (years)

 

 

56.4

 

 

 

56.9

 

Weighted-average remaining lease term - operating leases (years)

 

 

8.2

 

 

 

9.2

 

Weighted-average discount rate - finance leases

 

 

6.5

%

 

 

6.5

%

Weighted-average discount rate - operating leases

 

 

5.1

%

 

 

5.1

%

 

36


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

During the first quarter of 2025, the Company entered into a new corporate office lease. The Company recognized a $2.1 million right-of-use asset and corresponding lease liability related to the operating lease. The lease term was determined based on the noncancelable period and renewal options that the Company is reasonably certain to exercise. The lease liability was measured using the Company’s incremental borrowing rate at lease commencement.

12. Segment Reporting

 

The Company renamed its historical Core Portfolio segment as the REIT Portfolio segment. No prior period information was recast and the designation change did not impact the Company’s condensed consolidated financial statements. Refer to Note 1.

The Company has identified three reportable segments: REIT Portfolio, Investment Management and Structured Financing. The Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, evaluates the performance of these segments and allocates resources based on financial information presented at the segment level. The CODM primarily uses net income as the key measure of segment profitability, as it reflects a comprehensive view of the segments’ financial performance, including all revenues and expenses.

The Company’s REIT Portfolio segment consists primarily of high-quality core retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas with a long-term investment horizon. The Company’s Investment Management segment holds primarily retail real estate in which the Company co-invests with high-quality institutional investors. The Company’s Structured Financing segment consists of earnings and expenses related to notes and mortgages receivable (Note 3).

Fees earned by the Company as the general partner or managing member through consolidated Investment Management entities are eliminated in the Company’s Condensed Consolidated Financial Statements and are not presented in the Company’s segments.

The following tables present selected financial information for each reportable segment (in thousands):

 

 

 

For the Three Months Ended September 30, 2025

 

 

 

REIT
Portfolio

 

 

Investment
Management

 

 

Structured
Financing

 

 

Unallocated

 

 

Total

 

Rental revenue

 

$

57,162

 

 

$

41,552

 

 

$

 

 

$

 

 

$

98,714

 

Other revenue

 

 

876

 

 

 

1,416

 

 

 

 

 

 

 

 

 

2,292

 

Depreciation and amortization expenses

 

 

(22,663

)

 

 

(16,221

)

 

 

 

 

 

 

 

 

(38,884

)

Property operating expenses

 

 

(7,732

)

 

 

(8,895

)

 

 

 

 

 

 

 

 

(16,627

)

Real estate taxes

 

 

(7,469

)

 

 

(4,363

)

 

 

 

 

 

 

 

 

(11,832

)

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

(10,924

)

 

 

(10,924

)

Impairment charges

 

 

 

 

 

(12,570

)

 

 

 

 

 

 

 

 

(12,570

)

Gain (loss) on disposition of properties

 

 

2,756

 

 

 

(241

)

 

 

 

 

 

 

 

 

2,515

 

Operating income

 

 

22,930

 

 

 

678

 

 

 

 

 

 

(10,924

)

 

 

12,684

 

Interest income

 

 

 

 

 

 

 

 

6,121

 

 

 

 

 

 

6,121

 

Equity in losses of unconsolidated affiliates

 

 

(135

)

 

 

(3,559

)

 

 

 

 

 

 

 

 

(3,694

)

Interest expense

 

 

(10,753

)

 

 

(13,551

)

 

 

 

 

 

 

 

 

(24,304

)

Realized and unrealized holding (losses) gains on investments and other

 

 

(2,205

)

 

 

 

 

 

445

 

 

 

 

 

 

(1,760

)

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

(2

)

Net income (loss)

 

 

9,837

 

 

 

(16,432

)

 

 

6,566

 

 

 

(10,926

)

 

 

(10,955

)

Net loss attributable to redeemable noncontrolling interests

 

 

 

 

 

1,567

 

 

 

 

 

 

 

 

 

1,567

 

Net (income) loss attributable to noncontrolling interests

 

 

(151

)

 

 

15,157

 

 

 

 

 

 

 

 

 

15,006

 

Net income attributable to Acadia shareholders

 

$

9,686

 

 

$

292

 

 

$

6,566

 

 

$

(10,926

)

 

$

5,618

 

 

37


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

 

For the Three Months Ended September 30, 2024

 

 

 

REIT
Portfolio

 

 

Investment
Management

 

 

Structured
Financing

 

 

Unallocated

 

 

Total

 

Rental revenue

 

$

45,064

 

 

$

41,224

 

 

$

 

 

$

 

 

$

86,288

 

Other revenue

 

 

511

 

 

 

946

 

 

 

 

 

 

 

 

 

1,457

 

Depreciation and amortization expenses

 

 

(17,788

)

 

 

(16,712

)

 

 

 

 

 

 

 

 

(34,500

)

Property operating expenses

 

 

(6,405

)

 

 

(7,946

)

 

 

 

 

 

 

 

 

(14,351

)

Real estate taxes

 

 

(6,755

)

 

 

(4,432

)

 

 

 

 

 

 

 

 

(11,187

)

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

(10,215

)

 

 

(10,215

)

Operating income

 

 

14,627

 

 

 

13,080

 

 

 

 

 

 

(10,215

)

 

 

17,492

 

Interest income

 

 

 

 

 

 

 

 

7,859

 

 

 

 

 

 

7,859

 

Equity in earnings of unconsolidated affiliates

 

 

781

 

 

 

11,003

 

 

 

 

 

 

 

 

 

11,784

 

Interest expense

 

 

(9,536

)

 

 

(13,827

)

 

 

 

 

 

 

 

 

(23,363

)

Realized and unrealized holding (losses) gains on investments and other

 

 

(1,110

)

 

 

 

 

 

(393

)

 

 

 

 

 

(1,503

)

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

(15

)

 

 

(15

)

Net income

 

 

4,762

 

 

 

10,256

 

 

 

7,466

 

 

 

(10,230

)

 

 

12,254

 

Net loss attributable to redeemable noncontrolling interests

 

 

 

 

 

1,672

 

 

 

 

 

 

 

 

 

1,672

 

Net income attributable to noncontrolling interests

 

 

(567

)

 

 

(4,945

)

 

 

 

 

 

 

 

 

(5,512

)

Net income attributable to Acadia shareholders

 

$

4,195

 

 

$

6,983

 

 

$

7,466

 

 

$

(10,230

)

 

$

8,414

 

 

 

 

As of or for the Nine Months Ended September 30, 2025

 

 

 

REIT
Portfolio

 

 

Investment
Management

 

 

Structured
Financing

 

 

Unallocated

 

 

Total

 

Rental revenue

 

$

178,635

 

 

$

121,016

 

 

$

 

 

$

 

 

$

299,651

 

Other revenue

 

 

2,163

 

 

 

4,178

 

 

 

 

 

 

 

 

 

6,341

 

Depreciation and amortization expenses

 

 

(68,792

)

 

 

(48,801

)

 

 

 

 

 

 

 

 

(117,593

)

Property operating expenses

 

 

(25,924

)

 

 

(26,507

)

 

 

 

 

 

 

 

 

(52,431

)

Real estate taxes

 

 

(25,207

)

 

 

(13,245

)

 

 

 

 

 

 

 

 

(38,452

)

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

(34,053

)

 

 

(34,053

)

Impairment charges

 

 

 

 

 

(37,210

)

 

 

 

 

 

 

 

 

(37,210

)

Gain (loss) on disposition of properties

 

 

2,756

 

 

 

(241

)

 

 

 

 

 

 

 

 

2,515

 

Operating income

 

 

63,631

 

 

 

(810

)

 

 

 

 

 

(34,053

)

 

 

28,768

 

Interest income

 

 

 

 

 

 

 

 

18,575

 

 

 

 

 

 

18,575

 

Equity in losses of unconsolidated affiliates

 

 

(344

)

 

 

(9,254

)

 

 

 

 

 

 

 

 

(9,598

)

Interest expense

 

 

(29,687

)

 

 

(41,468

)

 

 

 

 

 

 

 

 

(71,155

)

Loss on change in control

 

 

(9,622

)

 

 

 

 

 

 

 

 

 

 

 

(9,622

)

Realized and unrealized holding (losses) gains on investments and other

 

 

(831

)

 

 

 

 

 

638

 

 

 

 

 

 

(193

)

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

(329

)

 

 

(329

)

Net income (loss)

 

 

23,147

 

 

 

(51,532

)

 

 

19,213

 

 

 

(34,382

)

 

 

(43,554

)

Net loss attributable to redeemable noncontrolling interests

 

 

 

 

 

4,960

 

 

 

 

 

 

 

 

 

4,960

 

Net loss attributable to noncontrolling interests

 

 

194

 

 

 

47,589

 

 

 

 

 

 

 

 

 

47,783

 

Net income attributable to Acadia shareholders

 

$

23,341

 

 

$

1,017

 

 

$

19,213

 

 

$

(34,382

)

 

$

9,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate at cost (a)

 

$

3,298,167

 

 

$

1,828,085

 

 

$

 

 

$

 

 

$

5,126,252

 

Total assets (a)

 

$

3,157,469

 

 

$

1,562,958

 

 

$

154,765

 

 

$

 

 

$

4,875,192

 

Cash paid for acquisition of real estate

 

$

276,852

 

 

$

130,055

 

 

$

 

 

$

 

 

$

406,907

 

Cash paid for development and property improvement costs

 

$

72,019

 

 

$

14,619

 

 

$

 

 

$

 

 

$

86,638

 

 

38


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

 

As of or for the Nine Months Ended September 30, 2024

 

 

 

REIT
Portfolio

 

 

Investment
Management

 

 

Structured
Financing

 

 

Unallocated

 

 

Total

 

Rental revenue

 

$

141,740

 

 

$

116,211

 

 

$

 

 

$

 

 

$

257,951

 

Other revenue

 

 

6,268

 

 

 

2,136

 

 

 

 

 

 

 

 

 

8,404

 

Depreciation and amortization expenses

 

 

(54,020

)

 

 

(49,701

)

 

 

 

 

 

 

 

 

(103,721

)

Property operating expenses

 

 

(23,833

)

 

 

(25,395

)

 

 

 

 

 

 

 

 

(49,228

)

Real estate taxes

 

 

(21,625

)

 

 

(11,889

)

 

 

 

 

 

 

 

 

(33,514

)

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

(30,162

)

 

 

(30,162

)

(Loss) gain on disposition of properties

 

 

(2,213

)

 

 

1,772

 

 

 

 

 

 

 

 

 

(441

)

Operating income

 

 

46,317

 

 

 

33,134

 

 

 

 

 

 

(30,162

)

 

 

49,289

 

Interest income

 

 

 

 

 

 

 

 

18,510

 

 

 

 

 

 

18,510

 

Equity in earnings of unconsolidated affiliates

 

 

3,528

 

 

 

12,424

 

 

 

 

 

 

 

 

 

15,952

 

Interest expense

 

 

(29,513

)

 

 

(41,140

)

 

 

 

 

 

 

 

 

(70,653

)

Realized and unrealized holding losses on investments and other

 

 

(5,128

)

 

 

 

 

 

(790

)

 

 

 

 

 

(5,918

)

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

(201

)

 

 

(201

)

Net income (loss)

 

 

15,204

 

 

 

4,418

 

 

 

17,720

 

 

 

(30,363

)

 

 

6,979

 

Net loss attributable to redeemable noncontrolling interests

 

 

 

 

 

6,518

 

 

 

 

 

 

 

 

 

6,518

 

Net (income) loss attributable to noncontrolling interests

 

 

(1,130

)

 

 

759

 

 

 

 

 

 

 

 

 

(371

)

Net loss attributable to Acadia shareholders

 

$

14,074

 

 

$

11,695

 

 

$

17,720

 

 

$

(30,363

)

 

$

13,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate at cost (a)

 

$

2,648,558

 

 

$

1,810,863

 

 

$

 

 

$

 

 

$

4,459,421

 

Total assets (a)

 

$

2,547,118

 

 

$

1,602,629

 

 

$

126,576

 

 

$

 

 

$

4,276,323

 

Cash paid for acquisition of real estate

 

$

19,300

 

 

$

29,555

 

 

$

 

 

$

 

 

$

48,855

 

Cash paid for development and property improvement costs

 

$

36,217

 

 

$

26,182

 

 

$

 

 

$

 

 

$

62,399

 

 

 

(a)
Total assets for the Investment Management segment include $529.5 million and $545.3 million related to Fund II’s City Point property as of September 30, 2025 and 2024, respectively.

 

13. Share Incentive and Other Compensation

Share Incentive Plan

The Amended and Restated 2020 Share Incentive Plan, as approved by the Board and the Company’s shareholders, increased the number of Common Shares authorized for issuance to 3,883,564 Common Shares. The plan allows for the issuance of options, Restricted Shares, LTIP Units, and other securities (collectively “Awards”) to, among others, the Company’s officers, trustees, and employees. As of September 30, 2025 a total of 2,299,593 shares remained available to be issued under the Amended and Restated 2020 Plan.

A summary of the status of the Company’s unvested Restricted Shares and LTIP Units is presented below:

 

Unvested Restricted Shares and LTIP Units

 

Common
Restricted
Shares

 

 

Weighted
Grant-Date
Fair Value

 

 

LTIP Units

 

 

Weighted
Grant-Date
Fair Value

 

Unvested as of December 31, 2023

 

 

113,909

 

 

$

14.41

 

 

 

1,798,659

 

 

$

16.03

 

Granted

 

 

49,756

 

 

 

17.06

 

 

 

766,508

 

 

 

16.19

 

Vested

 

 

(55,947

)

 

 

17.20

 

 

 

(448,598

)

 

 

18.77

 

Forfeited

 

 

(1,537

)

 

 

17.24

 

 

 

(62,502

)

 

 

26.47

 

Unvested as of December 31, 2024

 

 

106,181

 

 

 

14.41

 

 

 

2,054,067

 

 

 

15.17

 

Granted

 

 

41,332

 

 

 

22.38

 

 

 

644,258

 

 

 

22.10

 

Vested

 

 

(43,309

)

 

 

17.00

 

 

 

(632,816

)

 

 

15.68

 

Forfeited

 

 

 

 

 

 

 

 

(3,127

)

 

 

15.07

 

Unvested as of September 30, 2025

 

 

104,204

 

 

$

16.22

 

 

 

2,062,382

 

 

$

17.18

 

 

39


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

The weighted-average grant date fair value for Restricted Shares and LTIP Units granted for the nine months ended September 30, 2025 and the year ended December 31, 2024 were $22.11 and $16.24, respectively. As of September 30, 2025, there was $24.0 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Amended and Restated 2020 Plan. That cost is expected to be recognized over a weighted-average period of 1.3 years. The total fair value of Restricted Shares that vested during the nine months ended September 30, 2025 and the year ended December 31, 2024, was $0.7 million and $1.0 million, respectively. The total fair value of LTIP Units that vested (LTIP units vest primarily during the first quarter) during the nine months ended September 30, 2025 and the year ended December 31, 2024, was $9.9 million and $8.4 million, respectively.

Restricted Shares and LTIP Units - Employees

During the nine months ended September 30, 2025, the Company issued 605,550 LTIP Units and 23,130 restricted share units (“Restricted Share Units”), to employees of the Company pursuant to the Amended and Restated 2020 Plan. Certain of these equity awards were granted in performance-based Restricted Share Units or LTIP Units with market conditions as described below (“Performance Shares”). These awards were measured at their fair value on the grant date, incorporating the following factors:

A portion of these annual equity awards is granted in performance-based Restricted Share Units or LTIP Units that may be earned based on the Company’s attainment of specified relative total shareholder returns (“Relative TSR”) hurdles or specified same-property net operating income growth (“Absolute SSNOI Growth”).
In the event the Relative TSR percentile falls between the 25th percentile and the 50th percentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 50% and 100% and in the event that the Relative TSR percentile falls between the 50th percentile and 75th percentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 100% and 200%.
Fifty percent (50%) of the performance-based LTIP Units will vest based on the Company’s total shareholder return (“TSR”) for the three-year forward-looking performance period relative to the constituents of the National Association of Real Estate Investment Trusts (“NAREIT”) Shopping Center Property Subsector and twenty five percent (25%) on the Company’s TSR for the three-year forward-looking performance period as compared to the constituents of the NAREIT Retail Property Sector (both on a non-weighted basis).
Twenty-five percent (25%) of the performance-based LTIP Units will vest based on the Company’s same-property net operating income (“SSNOI”) growth for the three-year forward-looking performance period. If the Company achieves annualized SSNOI growth between 2% and 3%, the Absolute SSNOI Growth vesting percentage is determined using a straight-line linear interpolation between 50% and 100% and in the event that the Company achieves annualized SSNOI growth between 3% and 4%, the Absolute SSNOI Growth vesting percentage is determined using a straight-line linear interpolation between 100% and 200%.
If the Company’s performance fails to achieve the aforementioned hurdles at the culmination of the three-year performance period, all performance-based shares will be forfeited. Any earned performance-based shares vest in accordance with the applicable award agreements.

For valuation of the 2025 and 2024 Performance Shares, a Monte Carlo simulation was used to estimate the fair values of the relative TSR portion based on probability of satisfying the market conditions and the projected share prices at the time of payments, discounted to the valuation dates over the three-year performance periods. The assumptions include volatility (29.0% and 43.0%) and risk-free interest rates of (4.4% and 4.8%) for 2025 and 2024, respectively. The total fair value of the 2025 and 2024 Performance Shares will be expensed on a graded vesting basis over the vesting period of the award.

The total fair value of the above Restricted Share Units and LTIP Units as of the grant date was $14.7 million for the nine months ended September 30, 2025 and $12.2 million for the year ended December 31, 2024. Total long-term incentive compensation expense, including the expense related to the Amended and Restated 2020 Plan, was $2.9 million and $2.4 million for the three months ended September 30, 2025, and 2024, respectively, and $8.3 million and $7.0 million for the nine months ended September 30, 2025 and 2024, respectively, and is recorded in General and administrative in the Condensed Consolidated Statements of Operations.

40


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Restricted Shares and LTIP Units - Board of Trustees

In addition, members of the Board have been issued shares and units under the Amended and Restated 2020 Plan. During the nine months ended September 30, 2025, the Company issued 38,708 LTIP Units and 18,202 Restricted Share Units issued to Trustees of the Company. The Restricted Share Units do not carry voting rights or other rights of Common Shares until vesting and may not be transferred, assigned or pledged until the recipients have a vested non-forfeitable right to such shares. Dividends are not paid currently on unvested Restricted Shares but are paid cumulatively from the issuance date through the applicable vesting date of such Restricted Shares. Total trustee fee expense, including the expense related to the Amended and Restated 2020 Plan, was $0.4 million for the three months ended September 30, 2025 and 2024, and $1.1 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively, and is recorded in General and administrative in the Condensed Consolidated Statements of Operations.

Long-Term Investment Alignment Program

In 2009, the Company adopted the Long-Term Investment Alignment Program (the “Program”) pursuant to which the Company may grant awards to employees, entitling them to receive up to 25% of any potential future payments of Promote to the Operating Partnership from Funds III, IV and V. The Company has granted such awards to employees representing 25% of the potential Promote payments from Fund III to the Operating Partnership, 23.1% of the potential Promote payments from Fund IV to the Operating Partnership and 24.4% of the potential Promote payments from Fund V to the Operating Partnership. Payments to senior executives under the Program require further approval by the Compensation Committee at the time any potential payments are due pursuant to these grants. Compensation relating to these awards will be recognized in each reporting period in which approval is granted by the Compensation Committee.

As payments to other employees are not subject to further approval by the Compensation Committee, compensation relating to these awards will be recorded based on the estimated fair value as of each reporting period in accordance with ASC Topic 718, Compensation– Stock Compensation. The awards in connection with Fund IV were determined to have no intrinsic value as of September 30, 2025 or December 31, 2024.

For the nine months ended September 30, 2025, the Company recognized $0.1 million of compensation expense under the Program related to Fund III. The Company did not recognize any compensation expense under the Program related to Funds III and V during 2024.

Other Plans

On a combined basis, the Company incurred a total of $0.4 million of compensation expense related to the following employee benefit plans for each of the nine months ended September 30, 2025 and 2024.

Employee Share Purchase Plan

The Acadia Realty Trust Employee Share Purchase Plan (the “Purchase Plan”) allows eligible employees of the Company to purchase Common Shares through payroll deductions for a maximum aggregate issuance of 200,000 Common Shares. The Purchase Plan provides for employees to purchase Common Shares on a quarterly basis at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. A participant may not purchase more than $25,000 in Common Shares per year. Compensation expense will be recognized by the Company to the extent of the above discount to the closing price of the Common Shares with respect to the applicable quarter. A total of 10,052 and 11,034 Common Shares were purchased by employees under the Purchase Plan for the nine months ended September 30, 2025 and 2024, respectively, and 151,689 shares remained available to be issued under the Purchase Plan.

Deferred Share Plan

The Company maintains a Trustee Deferral and Distribution Election program, under which the participating Trustees earn deferred compensation.

Employee 401(k) Plan

The Company maintains a 401(k) plan for employees under which the Company currently matches 50% of a plan participant’s contribution up to 6% of the employee’s annual salary. A plan participant may contribute up to a maximum of 15% of their compensation, up to $23,500, for the year ending December 31, 2025.

41


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

14. Earnings Per Common Share

Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted-average Common Shares outstanding during the period (Note 10).

During the periods presented, the Company had unvested LTIP Units that entitle holders to non-forfeitable dividend equivalent rights. As such, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share using the two-class method.

Diluted earnings per Common Share reflects the potential dilution from the assumed conversion or exercise of securities including the effects of Restricted Share Units issued under the Company’s Amended and Restated 2020 Plan (Note 13), and the shares issuable upon settlement of any outstanding forward sale agreements (Note 10). The shares related to forward sale agreements are included in the diluted earnings per share calculation using the treasury stock method for the period they are outstanding prior to settlement. Under this method, the number of incremental shares included in the diluted share count is equal to the excess, if any, of: (i) the number of Common Shares that would be issued upon full physical settlement of the forward sale agreements, over (ii) the number of Common Shares that could be repurchased using the proceeds receivable upon settlement, based on the average market price during the period and the adjusted forward sales price immediately prior to settlement. The impact of these shares is excluded from the diluted earnings per share calculation when the effect would be anti-dilutive.

The effect of the conversion of Common OP Units is excluded from the computation of both basic and diluted earnings per share. These units are exchangeable for Common Shares on a one-for-one basis, and the income attributable to such units is allocated on this same basis. This income is reflected as noncontrolling interests in the Company’s Condensed Consolidated Financial Statements. As a result, the assumed conversion of Common OP Units would have no net impact on the determination of diluted earnings per share and is therefore excluded.

 

42


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(dollars in thousands, except per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Acadia shareholders

 

$

5,618

 

 

$

8,414

 

 

$

9,189

 

 

$

13,126

 

Less: adjustment of redeemable non-controlling interest to estimated redemption value (Note 10)

 

 

(888

)

 

 

 

 

 

(888

)

 

 

 

Less: net income attributable to participating securities

 

 

(340

)

 

 

(306

)

 

 

(1,017

)

 

 

(883

)

Income from continuing operations net of income attributable to participating securities for basic earnings per share

 

$

4,390

 

 

$

8,108

 

 

$

7,284

 

 

$

12,243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares for basic earnings per share

 

 

131,019,918

 

 

 

108,351,254

 

 

 

127,812,182

 

 

 

104,703,763

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred OP Units

 

 

 

 

 

 

 

 

 

 

 

 

Employee unvested restricted shares

 

 

2,312

 

 

 

 

 

 

6,531

 

 

 

 

Assumed settlement of forward sales agreements (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for diluted earnings per share

 

 

131,022,230

 

 

 

108,351,254

 

 

 

127,818,713

 

 

 

104,703,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per Common Share from continuing operations attributable to Acadia shareholders

 

$

0.03

 

 

$

0.07

 

 

$

0.06

 

 

$

0.12

 

Diluted earnings per Common Share from continuing operations attributable to Acadia shareholders

 

$

0.03

 

 

$

0.07

 

 

$

0.06

 

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anti-Dilutive Shares Excluded from Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred OP Units

 

 

188

 

 

 

188

 

 

 

188

 

 

 

188

 

Series A Preferred OP Units - Common share equivalent

 

 

25,067

 

 

 

25,067

 

 

 

25,067

 

 

 

25,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series C Preferred OP Units

 

 

66,519

 

 

 

66,519

 

 

 

66,519

 

 

 

66,519

 

Series C Preferred OP Units - Common share equivalent

 

 

230,967

 

 

 

230,967

 

 

 

230,967

 

 

 

230,967

 

Restricted shares

 

 

77,046

 

 

 

81,175

 

 

 

72,827

 

 

 

81,175

 

 

 

43


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

15. Variable Interest Entities

 

The Company consolidates certain VIEs in which it has determined it is the primary beneficiary. As of September 30, 2025, the Company had identified nine consolidated VIEs, including the Operating Partnership and the Funds.

 

Excluding the Operating Partnership and the Funds, the Company’s consolidated VIEs include four in-service REIT Portfolio properties: the Williamsburg Portfolio, 239 Greenwich Avenue, 8833 Beverly Boulevard, and the Renaissance Portfolio.

 

The Operating Partnership is considered a VIE because the limited partners lack substantive kick-out or participating rights. The Company is deemed the primary beneficiary of each consolidated VIE because it: (i) has the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) has the obligation to absorb the losses or right to receive benefits that could potentially be significant to the VIE. The interest of third parties in these consolidated VIEs are presented as noncontrolling interests or redeemable noncontrolling interests in the accompanying Condensed Consolidated Financial Statements and in Note 10.

 

The operations of these VIEs are primarily funded through fees earned from investment activities or cash flows generated from the underlying properties. The Company has not provided financial support to any of these VIEs beyond its existing contractual obligations, which primarily include funding capital commitments, capital expenditures necessary to maintain operations, and covering any operating cash shortfalls.

 

Since the Company conducts its business through the Operating Partnership and substantially all of its assets and liabilities are held by the Operating Partnership, the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, primarily reflect the assets and liabilities of the Operating Partnership, including those of its consolidated VIEs. The following table presents the assets and liabilities of the consolidated VIEs included in the Condensed Consolidated Balance sheets (in thousands):

 

(in thousands)

 

September 30, 2025

 

 

December 31, 2024

 

VIE ASSETS

 

 

 

 

 

 

Operating real estate, net

 

$

1,776,126

 

 

$

1,640,071

 

Real estate under development

 

 

 

 

 

31,514

 

Investments in and advances to unconsolidated affiliates

 

 

56,244

 

 

 

74,361

 

Other assets, net

 

 

84,183

 

 

 

79,381

 

Right-of-use assets - operating leases, net

 

 

1,636

 

 

 

1,978

 

Cash and cash equivalents

 

 

36,828

 

 

 

15,934

 

Restricted cash

 

 

12,872

 

 

 

11,013

 

Rents receivable, net

 

 

27,196

 

 

 

27,317

 

Assets of properties held for sale

 

 

21,023

 

 

 

 

Total VIE assets (a)

 

$

2,016,108

 

 

$

1,881,569

 

 

 

 

 

 

 

 

VIE LIABILITIES

 

 

 

 

 

 

Mortgage and other notes payable, net

 

$

876,259

 

 

$

799,734

 

Accounts payable and other liabilities

 

 

130,070

 

 

 

120,088

 

Lease liability - operating leases, net

 

 

1,725

 

 

 

2,077

 

Total VIE liabilities (a)

 

$

1,008,054

 

 

$

921,899

 

(a)
As of September 30, 2025 and December 31, 2024, total VIE assets of $617.2 million and $705.6 million, respectively, and total VIE liabilities of $201.6 million and $235.1 million, respectively, include third-party mortgage debt collateralized by the real estate assets of City Point, a Fund II property, and 27 East 61st Street, 801 Madison Avenue, and 1035 Third Avenue, all Fund IV properties, of which $42.5 million is guaranteed by the Operating Partnership (Note 9). The remaining VIE assets are generally encumbered by third-party non-recourse mortgage debt and serve as collateral under the respective property mortgage loans. These assets are restricted and may only be used to settle the corresponding obligations of the VIEs. Similarly, the remaining VIE liabilities are obligations of these consolidated VIEs and do not have recourse to the Operating Partnership or the Company.

 

44


ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Unconsolidated VIEs

 

The Company holds variable interests in certain entities that are considered VIEs but are not consolidated because the Company is not the primary beneficiary. Although the Company may be responsible for managing the day-to-day operations of these entities, it does not have unilateral power over the activities that, when taken together, most significantly impact the respective VIE’s economic performance. As such, the Company does not meet the criteria for consolidation.

 

As of September 30, 2025, the Company had interests in two unconsolidated VIEs: 1238 Wisconsin Avenue and the Georgetown Portfolio. The Company’s involvement in these entities consists of direct and indirect equity interests and contractual fee arrangements. These investments are accounted for under the equity method of accounting (Note 4). The Company’s maximum exposure to loss in these unconsolidated VIEs is limited to: (i) the carrying amount of its equity investment, and (ii) any debt guarantees provided (Note 9). As of September 30, 2025 and December 31, 2024, the Company’s investment in the assets of these unconsolidated VIEs was $42.9 million and $44.2 million, respectively. The Company’s share of the liabilities of these unconsolidated VIEs was $39.0 million and $39.1 million as of September 30, 2025 and December 31, 2024, respectively.

 

The Company also holds a preferred equity investment in a VIE that is structured with characteristics that are substantially similar to a debt instrument and is accounted for as a note receivable. The Company is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the VIE’s economic performance, and therefore does not consolidate the VIE. As of September 30, 2025, the carrying value of the investment was $82.9 million, which represents the Company’s maximum exposure to loss related to this VIE.

16. Subsequent Events

In October 2025, the Company disposed of a portion of 1035 Third Avenue, a consolidated Fund IV Investment Management property, in New York, NY for a sales price of $22.0 million. The Company repaid a portion of the outstanding balance on the Fund IV secured bridge facility (Note 7) with proceeds from the sale.

In October 2025, the Company sold its remaining 257,112 shares of Albertsons (Note 8) for net proceeds of $4.7 million.

45


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

Acadia Realty Trust (the “Trust”, collectively with its consolidated subsidiaries, the “Company”, “Acadia”, “we”, “us” or “our”), a Maryland real estate investment trust (“REIT”), is a fully-integrated equity REIT focused on the ownership, acquisition, development, and management of retail properties located primarily in high-barrier-to-entry, supply-constrained, densely populated metropolitan areas in the United States.

All of the Company’s assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. As of September 30, 2025 and December 31, 2024, the Trust controlled approximately 96% of the Operating Partnership as the sole general partner and is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership.

We own and operate a high-quality core real estate portfolio, primarily comprised of open-air street retail assets located in the nation’s most dynamic retail corridors (“REIT Portfolio”). This portfolio is complemented by an investment management platform that leverages institutional capital relationships to pursue opportunistic, high yield, and/or value-add investments (“Investment Management” or “IM”). Through the Investment Management platform, we have active investments through the following opportunity funds: Acadia Strategic Opportunity Fund II, LLC (“Fund II”), Acadia Strategic Opportunity Fund III LLC (“Fund III”), Acadia Strategic Opportunity Fund IV LLC (“Fund IV”), and Acadia Strategic Opportunity Fund V LLC (“Fund V” and, collectively with Fund II, Fund III and Fund IV, “the Funds”).

Also within Investment Management, we hold equity method investments in three unconsolidated co-investment vehicles with large institutional investors. Our equity ownership interests range from 5% to 20% in each venture. These investments are individually negotiated and may result in varying economic terms. In addition to these unconsolidated co-investments, as of September 30, 2025, we also own two assets within the Investment Management platform, that we intend to recapitalize with an institutional investor as part of our Investment Management strategy. Any potential recapitalization remains subject to final agreement between the parties, customary closing conditions, and market uncertainty. Thus, no assurances can be given that the Company will successfully close on a recapitalization.

As of September 30, 2025, we own or have an ownership interest in 218 properties held through our REIT Portfolio and Investment Management platform (Note 1). 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.

We continue to execute on a focused strategy designed to drive long-term, profitable growth by leveraging the strength of our REIT Portfolio and Investment Management platform. Our strategic priorities include:

Maximizing Internal Growth: During the nine months ended September 30, 2025, the REIT Portfolio achieved 5.4% same-property net property operating income (“NOI”) growth. We remain focused on optimizing tenant mix, executing time-sensitive re-tenanting, and enhancing operational efficiency across our portfolio.
Executing Accretive Acquisitions: Year-to-date, we have completed approximately $487.3 million of acquisitions in our REIT Portfolio and Investment Management, including high-quality street retail assets in key urban corridors. These acquisitions are fully funded and align with our strategy of targeting high-growth, residentially dense, and destination retail locations.
Advancing Development/Redevelopment and Re-Tenanting: We continue to capitalize on value-enhancing development and redevelopment opportunities.
Scaling Investment Management: Through our institutional co-investment vehicles, we pursue opportunistic and value-add investments that complement our REIT Portfolio. We maintain meaningful ownership stakes in these ventures, aligning our interests with those of our partners.
Maintaining Financial Flexibility: We are committed to maintaining a strong and flexible balance sheet through conservative financial practices. Our capital position supports continued investment while preserving liquidity and access to capital markets.

 

46


 

A summary of our wholly owned and partially owned retail properties and their physical occupancies as of September 30, 2025 is as follows:

 

 

Number of Properties

 

 

Operating Properties

 

 

 

Development or
Redevelopment
(1)

 

 

Operating

 

 

GLA

 

 

Occupancy

 

REIT Portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

Chicago Metro

 

 

3

 

 

 

36

 

 

 

577,005

 

 

 

86.6

%

New York Metro

 

 

2

 

 

 

41

 

 

 

384,700

 

 

 

94.8

%

Los Angeles Metro

 

 

 

 

 

2

 

 

 

23,757

 

 

 

100.0

%

San Francisco Metro

 

 

2

 

 

 

 

 

 

 

 

 

 

Dallas Metro

 

 

7

 

 

 

14

 

 

 

84,652

 

 

 

89.8

%

Washington D.C. Metro

 

 

 

 

 

32

 

 

 

359,825

 

 

 

88.1

%

Boston Metro

 

 

 

 

 

1

 

 

 

1,050

 

 

 

100.0

%

Suburban

 

 

4

 

 

 

23

 

 

 

3,738,267

 

 

 

95.0

%

Total REIT Portfolio

 

 

18

 

 

 

149

 

 

 

5,169,256

 

 

 

93.5

%

Acadia Share of Total REIT Portfolio

 

 

18

 

 

 

149

 

 

 

4,908,671

 

 

 

93.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Management:

 

 

 

 

 

 

 

 

 

 

 

 

Fund II

 

 

 

 

 

1

 

 

 

536,624

 

 

 

78.7

%

Fund III

 

 

 

 

 

1

 

 

 

 

 

 

 

Fund IV

 

 

1

 

 

 

21

 

 

 

297,199

 

 

 

82.9

%

Fund V

 

 

 

 

 

22

 

 

 

7,467,940

 

 

 

94.0

%

Other

 

 

 

 

 

5

 

 

 

878,882

 

 

 

89.7

%

Total Investment Management

 

 

1

 

 

 

50

 

 

 

9,180,645

 

 

 

92.3

%

Acadia Share of Total Investment Management

 

 

1

 

 

 

50

 

 

 

2,440,150

 

 

 

89.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total REIT and Investment Management

 

 

19

 

 

 

199

 

 

 

14,349,901

 

 

 

92.7

%

Acadia Share of Total REIT and Investment Management

 

 

19

 

 

 

199

 

 

 

7,348,821

 

 

 

92.4

%

(1)
Includes six pre-stabilized properties in the REIT Portfolio.

 

 

SIGNIFICANT ACTIVITIES DURING 2025

See Note 12 in the Notes to Condensed Consolidated Financial Statements for an overview of our three reportable segments: REIT Portfolio, Investment Management and Structured Financing. For purposes of the tables included below, these segments are abbreviated as “REIT”, “IM” and “SF”, respectively.

Investments

 

Acquisitions

 

During the nine months ended September 30, 2025, the following properties were acquired (Note 2) (dollars in thousands):

 

Property Name

 

Portfolio

 

Ownership

 

Acquisition Date

 

Location

 

GLA

 

 

Purchase Price

 

106 Spring Street

 

REIT

 

100%

 

January 9, 2025

 

New York Metro

 

 

5,936

 

 

$

55,137

 

73 Wooster Street

 

REIT

 

100%

 

January 9, 2025

 

New York Metro

 

 

8,896

 

 

 

25,459

 

Renaissance Portfolio

 

REIT

 

48%

 

January 23, 2025

 

Washington DC Metro

 

 

225,865

 

 

 

245,700

 

Pinewood Square

 

IM

 

100%

 

March 19, 2025

 

Southeast

 

 

204,002

 

 

 

68,207

 

95, 97, and 107 North 6th Street

 

REIT

 

100%

 

April 9, 2025

 

New York Metro

 

 

21,100

 

 

 

59,668

 

85 5th Avenue

 

REIT

 

100%

 

April 11, 2025

 

New York Metro

 

 

13,092

 

 

 

47,014

 

70 and 93 North 6th Street

 

REIT

 

100%

 

June 4, 2025

 

New York Metro

 

 

21,713

 

 

 

50,323

 

The Avenue West Cobb

 

IM

 

100%

 

September 30, 2025

 

Southeast

 

 

254,446

 

 

 

62,701

 

2117 N. Henderson Avenue

 

REIT

 

100%

 

July 31, 2025

 

Dallas Metro

 

 

 

 

 

904

 

On January 23, 2025, we acquired an additional 48% economic ownership interest, increasing our existing 20% interest to 68%, in the Renaissance Portfolio, which is primarily located in Washington D.C. The 48% interest was acquired for a purchase price of $117.9 million, based upon a gross portfolio fair value of $245.7 million, which included existing aggregate mortgage loan indebtedness of $156.1 million (Note 7). Prior to the acquisition, we accounted for our 20% interest under the equity method of accounting. We gained a controlling financial interest as a result of this acquisition, and determined we should consolidate our investment within our REIT Portfolio effective January 23, 2025. As such, we measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of the Renaissance

47


 

Portfolio, at fair value and recognized a $9.6 million loss on change in control representing the difference between the carrying value and fair value of its existing equity method interest immediately before consolidation of the portfolio (Note 2).

 

Additionally, during the third quarter of 2025, we increased our ownership of Fund II from 61.67% to 80.0%. Additional details are provided in Note 10.

Dispositions

 

The following properties were disposed of (Note 2) (dollars in thousands):

 

Property Name

 

Portfolio

 

Ownership (a)

 

Disposition Date

 

Location

 

GLA

 

 

Sales Price

 

Mad River Station

 

REIT

 

100%

 

August 19, 2025

 

Ohio

 

 

156,000

 

 

$

15,000

 

640 Broadway

 

IM (Fund III)

 

100%

 

September 5, 2025

 

New York Metro

 

 

49,500

 

 

$

49,500

 

1035 Third Avenue (b)

 

IM (Fund IV)

 

100%

 

October 1, 2025

 

New York Metro

 

 

23,924

 

 

$

22,000

 

(a)
Ownership percentages reflect the relevant entity’s proportionate share.
(b)
This property was classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2025, and was subsequently sold in October 2025 (Note 16).

 

In addition, in June 2025, the joint venture that owned the Eden Square property, of which Fund IV has a 90% ownership interest, sold the property to a third-party for $28.0 million and repaid the related $23.3 million property mortgage loan (Note 4).

 

Impairment

 

During the September 30, 2025, we recognized the following impairment charges during the nine months ended September 30, 2025 (Note 8) (dollars in thousands):

 

 

 

 

 

 

 

 

 

Impairment Charge

 

Property Location

 

Owner

 

Triggering Event

 

Effective Date

 

Total

 

 

Acadia's Share

 

New York, NY

 

IM (Fund III)

 

Reduced holding period

 

June 30, 2025

 

$

7,240

 

 

$

1,777

 

New York, NY

 

IM (Fund IV)

 

Reduced holding period

 

June 30, 2025

 

 

17,400

 

 

 

3,991

 

New York, NY

 

IM (Fund III)

 

Reduced holding period

 

September 30, 2025

 

 

12,570

 

 

 

3,085

 

In addition, the 650 Bald Hill Road joint venture recognized an impairment charge of $3.5 million on the property due to a shortened hold period, of which our proportionate share was $0.7 million (Note 4).

Financing Activity

On January 23, 2025, we acquired an additional 48% economic ownership interest in the Renaissance Portfolio (Note 2). At acquisition, the properties were subject to existing mortgage indebtedness with an aggregate outstanding principal balance of $156.1 million, bore interest at the Secured Overnight Financing Rate (“SOFR”) + 2.65% and was scheduled to mature on November 6, 2026. The property mortgage loans were recorded at a fair value of approximately $156.1 million. On January 24, 2025, the venture modified the property mortgage loans to reduce the interest rate to SOFR + 1.55%. This reduction was achieved through a $50.0 million principal paydown, which was funded by the Company as a note receivable from the venture. The note bears interest at 9.11%, matures in November 2026 and has been eliminated in consolidation (Note 7).

In the second quarter of 2025, the Operating Partnership and the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amendment”) to the existing senior unsecured credit facility (the “Credit Facility”). The Amendment established a new five-year $250.0 million incremental delayed draw term loan (the “$250.0 Million Term Loan”). The Amendment also increased the accordion feature limit to $1.5 billion and reduced the borrowing rate on the entire $925.0 million Credit Facility by 10 basis points. The $250.0 Million Term Loan bears interest at the SOFR + 1.20% and matures on May 29, 2030. As of September 30, 2025, the $250.0 Million Term Loan was fully drawn (Note 7).

Structured Financing Investments

In April 2025, the Company modified a redeemable preferred equity investment in a property that is accounted for as a note receivable, which had a principal balance of $54.0 million as of March 31, 2025, to extend the maturity date from February 25, 2025 to February 9, 2027, with an option for a one-year extension. As part of this modification, the borrower repaid the accrued interest balance of $25.3 million. Additionally, the Company provided a mezzanine loan and additional advances under the preferred equity related to the same asset which also matures on February 9, 2027 and bears interest at a fixed rate of 9.00% (Note 3). As of September 30, 2025, the Company advanced $28.5 million in aggregate.

48


 

Issuance of Common Shares

 

In February 2025, we entered into our current $500.0 million ATM Program (the “2025 ATM Program”), which includes an optional “forward sale” component, and concurrently terminated our prior $400.0 million ATM program.

 

During the nine months ended September 30, 2025, we issued the following forward shares under the 2025 ATM Program, all of which remain outstanding as of September 30, 2025 (in thousands except share and per share data):

 

 

 

Number of Shares

 

 

Average Share Price

 

 

Aggregate Value

 

 

Average Net Share Price

 

 

Aggregate Net Value

 

ATM Forward Sale Agreements

 

 

12,759,835

 

 

$

20.47

 

 

$

261,194

 

 

$

20.27

 

 

$

258,642

 

In March 2025, we settled 11,172,699 outstanding forward shares under the 2025 ATM Program and received proceeds of $277.9 million, related to forward sales issued during year ended December 31, 2024.

As of September 30, 2025, $238.7 million remains available for future share issuance under the 2025 ATM Program.

Economic and Other Considerations

Macroeconomic conditions, including elevated levels of inflation, higher interest rates, and recent tariff policies, present risks for our business and the businesses of our tenants. The elevated levels of inflation in recent years have led to increased costs for certain goods and services and cost of borrowing. However, 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, which help mitigate inflationary impacts on costs and operating expenses. 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 expect to drive value to our portfolio through leasing momentum, active development and redevelopment projects, and our 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 (Note 8). Except for increased interest costs, we have not experienced any material negative impacts at this time.

 

Recent U.S. tariffs, sanctions, and related geopolitical developments could affect our tenants’ operations or tourism in key markets such as New York, Chicago, Washington, D.C., Los Angeles and San Francisco. While the ultimate impact remains uncertain, we continue to monitor these developments closely.

 

 

49


 

RESULTS OF OPERATIONS

Comparison of Results for the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

The results of operations by reportable segment for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 are summarized in the table below (in millions, totals may not add due to rounding):

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

 

 

September 30, 2025

 

 

September 30, 2024

 

 

Increase (Decrease)

 

 

 

REIT

 

 

IM

 

 

SF

 

 

Total

 

 

REIT

 

 

IM

 

 

SF

 

 

Total

 

 

REIT

 

 

IM

 

 

SF

 

 

Total

 

Rental revenue

 

$

57.2

 

 

$

41.6

 

 

$

 

 

$

98.7

 

 

$

45.1

 

 

$

41.2

 

 

$

 

 

$

86.3

 

 

$

12.1

 

 

$

0.4

 

 

$

 

 

$

12.4

 

Other revenue

 

 

0.9

 

 

 

1.4

 

 

 

 

 

 

2.3

 

 

 

0.5

 

 

 

0.9

 

 

 

 

 

 

1.5

 

 

 

0.4

 

 

 

0.5

 

 

 

 

 

 

0.8

 

Depreciation and amortization

 

 

(22.7

)

 

 

(16.2

)

 

 

 

 

 

(38.9

)

 

 

(17.8

)

 

 

(16.7

)

 

 

 

 

 

(34.5

)

 

 

4.9

 

 

 

(0.5

)

 

 

 

 

 

4.4

 

Property operating expenses

 

 

(7.7

)

 

 

(8.9

)

 

 

 

 

 

(16.6

)

 

 

(6.4

)

 

 

(7.9

)

 

 

 

 

 

(14.4

)

 

 

1.3

 

 

 

1.0

 

 

 

 

 

 

2.2

 

Real estate taxes

 

 

(7.5

)

 

 

(4.4

)

 

 

 

 

 

(11.8

)

 

 

(6.8

)

 

 

(4.4

)

 

 

 

 

 

(11.2

)

 

 

0.7

 

 

 

 

 

 

 

 

 

0.6

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

(10.9

)

 

 

 

 

 

 

 

 

 

 

 

(10.2

)

 

 

 

 

 

 

 

 

 

 

 

0.7

 

Impairment charges

 

 

 

 

 

(12.6

)

 

 

 

 

 

(12.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12.6

 

 

 

 

 

 

12.6

 

Gain (loss) on disposition of properties

 

 

2.8

 

 

 

(0.2

)

 

 

 

 

 

2.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.8

 

 

 

(0.2

)

 

 

 

 

 

2.5

 

Operating income

 

 

22.9

 

 

 

0.7

 

 

 

 

 

 

12.7

 

 

 

14.6

 

 

 

13.1

 

 

 

 

 

 

17.5

 

 

 

8.3

 

 

 

(12.4

)

 

 

 

 

 

(4.8

)

Interest income

 

 

 

 

 

 

 

 

6.1

 

 

 

6.1

 

 

 

 

 

 

 

 

 

7.9

 

 

 

7.9

 

 

 

 

 

 

 

 

 

(1.8

)

 

 

(1.8

)

Equity in (losses) earnings of unconsolidated affiliates

 

 

(0.1

)

 

 

(3.6

)

 

 

 

 

 

(3.7

)

 

 

0.8

 

 

 

11.0

 

 

 

 

 

 

11.8

 

 

 

(0.9

)

 

 

(14.6

)

 

 

 

 

 

(15.5

)

Interest expense

 

 

(10.8

)

 

 

(13.6

)

 

 

 

 

 

(24.3

)

 

 

(9.5

)

 

 

(13.8

)

 

 

 

 

 

(23.4

)

 

 

1.3

 

 

 

(0.2

)

 

 

 

 

 

0.9

 

Realized and unrealized holding (losses) gains on investments and other

 

 

(2.2

)

 

 

 

 

 

0.4

 

 

 

(1.8

)

 

 

(1.1

)

 

 

 

 

 

(0.4

)

 

 

(1.5

)

 

 

1.1

 

 

 

 

 

 

0.8

 

 

 

0.3

 

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

9.8

 

 

 

(16.4

)

 

 

6.6

 

 

 

(11.0

)

 

 

4.8

 

 

 

10.3

 

 

 

7.5

 

 

 

12.3

 

 

 

5.0

 

 

 

(26.7

)

 

 

(0.9

)

 

 

(23.3

)

Net loss (income) attributable to redeemable noncontrolling interests

 

 

 

 

 

1.6

 

 

 

 

 

 

1.6

 

 

 

 

 

 

1.7

 

 

 

 

 

 

1.7

 

 

 

 

 

 

(0.1

)

 

 

 

 

 

(0.1

)

Net (income) loss attributable to noncontrolling interests

 

 

(0.2

)

 

 

15.2

 

 

 

 

 

 

15.0

 

 

 

(0.6

)

 

 

(4.9

)

 

 

 

 

 

(5.5

)

 

 

(0.4

)

 

 

20.1

 

 

 

 

 

 

20.5

 

Net income attributable to Acadia shareholders

 

$

9.7

 

 

$

0.3

 

 

$

6.6

 

 

$

5.6

 

 

$

4.2

 

 

$

7.0

 

 

$

7.5

 

 

$

8.4

 

 

$

5.5

 

 

$

(6.7

)

 

$

(0.9

)

 

$

(2.8

)

 

REIT Portfolio

Segment net income attributable to Acadia shareholders for our REIT Portfolio increased $5.5 million for the three months ended September 30, 2025 compared to the prior year period as a result of the changes further described below.

Rental revenue for our REIT Portfolio increased $12.1 million for the three months ended September 30, 2025 compared to the prior year period primarily due to (i) $5.1 million from new property acquisitions, (ii) $3.7 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025 and (iii) $3.0 million from new tenant lease up (Note 2).

Depreciation and amortization for our REIT Portfolio increased $4.9 million for the three months ended September 30, 2025 compared to the prior year period primarily due to (i) $2.8 million from new property acquisitions and (ii) $2.1 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio. (Note 2, Note 6).

Property operating expenses for our REIT Portfolio increased $1.3 million for the three months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions.

Gain on disposition of property of $2.8 million for our REIT Portfolio relates to the sale of the Mad River property in 2025.

Interest expense for our REIT Portfolio increased $1.3 million for the three months ended September 30, 2025 compared to the prior year period primarily due to higher average outstanding borrowings in 2025.

Realized and unrealized holding gains (losses) on investments and other for our REIT Portfolio increased $1.1 million for the three months ended September 30, 2025 compared to the prior year period primarily due to a change in the mark-to-market adjustment on the investment in Albertsons (Note 8).

50


 

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

Segment net income attributable to Acadia shareholders for Investment Management decreased $6.7 million for the three months ended September 30, 2025 compared to the prior year period as a result of the changes described below.

Property operating expenses for Investment Management increased $1.0 million for the three months ended September 30, 2025 compared to the prior year period primarily due to a new property acquisition in 2025.

An impairment charge of $12.6 million for Investment Management is due to the shortened hold period at one Fund III property (Note 8).

Equity in (losses) earnings of unconsolidated affiliates for Investment Management decreased $14.6 million for the three months ended September 30, 2025 compared to the prior year period primarily due to the impairment charge on the Bald Hill Road property in 2025 compared to the gain on sale of the Frederick Crossing property in 2024 (Note 4).

Net (income) loss attributable to noncontrolling interests for Investment Management increased $20.1 million for the three months ended September 30, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net income attributable to noncontrolling interests in Investment Management includes asset management fees earned by the Company of $2.3 million for the three months ended September 30, 2025 compared to $3.6 million for the prior year period.

Unallocated

The Company does not allocate general and administrative expenses and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.”

Structured Financing

Interest income for our Structured Financing portfolio decreased $1.8 million for the three months ended September 30, 2025 compared to the prior year period primarily due to compounding interest on certain of our notes in the prior year.

Comparison of Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

The results of operations by reportable segment for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 are summarized in the table below (in millions, totals may not add due to rounding):

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2025

 

 

September 30, 2024

 

 

Increase (Decrease)

 

 

 

REIT

 

 

IM

 

 

SF

 

 

Total

 

 

REIT

 

 

IM

 

 

SF

 

 

Total

 

 

REIT

 

 

IM

 

 

SF

 

 

Total

 

Rental revenue

 

$

178.6

 

 

$

121.0

 

 

$

 

 

$

299.7

 

 

$

141.7

 

 

$

116.2

 

 

$

 

 

$

258.0

 

 

$

36.9

 

 

$

4.8

 

 

$

 

 

$

41.7

 

Other revenue

 

 

2.2

 

 

 

4.2

 

 

 

 

 

 

6.3

 

 

 

6.3

 

 

 

2.1

 

 

 

 

 

 

8.4

 

 

 

(4.1

)

 

 

2.1

 

 

 

 

 

 

(2.1

)

Depreciation and amortization

 

 

(68.8

)

 

 

(48.8

)

 

 

 

 

 

(117.6

)

 

 

(54.0

)

 

 

(49.7

)

 

 

 

 

 

(103.7

)

 

 

14.8

 

 

 

(0.9

)

 

 

 

 

 

13.9

 

Property operating expenses

 

 

(25.9

)

 

 

(26.5

)

 

 

 

 

 

(52.4

)

 

 

(23.8

)

 

 

(25.4

)

 

 

 

 

 

(49.2

)

 

 

2.1

 

 

 

1.1

 

 

 

 

 

 

3.2

 

Real estate taxes

 

 

(25.2

)

 

 

(13.2

)

 

 

 

 

 

(38.5

)

 

 

(21.6

)

 

 

(11.9

)

 

 

 

 

 

(33.5

)

 

 

3.6

 

 

 

1.3

 

 

 

 

 

 

5.0

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

(34.1

)

 

 

 

 

 

 

 

 

 

 

 

(30.2

)

 

 

 

 

 

 

 

 

 

 

 

3.9

 

Impairment charges

 

 

 

 

 

(37.2

)

 

 

 

 

 

(37.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37.2

 

 

 

 

 

 

(37.2

)

Gain (loss) on disposition of properties

 

 

2.8

 

 

 

(0.2

)

 

 

 

 

 

2.5

 

 

 

(2.2

)

 

 

1.8

 

 

 

 

 

 

(0.4

)

 

 

5.0

 

 

 

(2.0

)

 

 

 

 

 

2.9

 

Operating income (loss)

 

 

63.6

 

 

 

(0.8

)

 

 

 

 

 

28.8

 

 

 

46.3

 

 

 

33.1

 

 

 

 

 

 

49.3

 

 

 

17.3

 

 

 

(33.9

)

 

 

 

 

 

(20.5

)

Interest income

 

 

 

 

 

 

 

 

18.6

 

 

 

18.6

 

 

 

 

 

 

 

 

 

18.5

 

 

 

18.5

 

 

 

 

 

 

 

 

 

0.1

 

 

 

0.1

 

Equity in (losses) earnings of unconsolidated affiliates

 

 

(0.3

)

 

 

(9.3

)

 

 

 

 

 

(9.6

)

 

 

3.5

 

 

 

12.4

 

 

 

 

 

 

16.0

 

 

 

(3.8

)

 

 

(21.7

)

 

 

 

 

 

(25.6

)

Interest expense

 

 

(29.7

)

 

 

(41.5

)

 

 

 

 

 

(71.2

)

 

 

(29.5

)

 

 

(41.1

)

 

 

 

 

 

(70.7

)

 

 

0.2

 

 

 

0.4

 

 

 

 

 

 

0.5

 

Loss on change in control

 

 

(9.6

)

 

 

 

 

 

 

 

 

(9.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.6

 

 

 

 

 

 

 

 

 

9.6

 

Realized and unrealized holding (losses) gains on investments and other

 

 

(0.8

)

 

 

 

 

 

0.6

 

 

 

(0.2

)

 

 

(5.1

)

 

 

 

 

 

(0.8

)

 

 

(5.9

)

 

 

4.3

 

 

 

 

 

 

1.4

 

 

 

5.7

 

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

(0.3

)

 

 

 

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Net income (loss)

 

 

23.1

 

 

 

(51.5

)

 

 

19.2

 

 

 

(43.6

)

 

 

15.2

 

 

 

4.4

 

 

 

17.7

 

 

 

7.0

 

 

 

7.9

 

 

 

(55.9

)

 

 

1.5

 

 

 

(50.6

)

Net loss (income) attributable to redeemable noncontrolling interests

 

 

 

 

 

5.0

 

 

 

 

 

 

5.0

 

 

 

 

 

 

6.5

 

 

 

 

 

 

6.5

 

 

 

 

 

 

(1.5

)

 

 

 

 

 

(1.5

)

Net loss (income) attributable to noncontrolling interests

 

 

0.2

 

 

 

47.6

 

 

 

 

 

 

47.8

 

 

 

(1.1

)

 

 

0.8

 

 

 

 

 

 

(0.4

)

 

 

1.3

 

 

 

46.8

 

 

 

 

 

 

48.2

 

Net income (loss) attributable to Acadia shareholders

 

$

23.3

 

 

$

1.0

 

 

$

19.2

 

 

$

9.2

 

 

$

14.1

 

 

$

11.7

 

 

$

17.7

 

 

$

13.1

 

 

$

9.2

 

 

$

(10.7

)

 

$

1.5

 

 

$

(3.9

)

 

51


 

 

REIT Portfolio

Segment net income attributable to Acadia shareholders for our REIT Portfolio increased $9.2 million for the nine months ended September 30, 2025 compared to the prior year period as a result of the changes further described below.

Rental revenue for our REIT Portfolio increased $36.9 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to (i) $13.7 million from new property acquisitions, (ii) $8.4 million received from Whole Foods that we recognized as rental and termination income at City Center in San Francisco, CA in 2025, (iii) $11.1 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025 and (iv) $4.0 million from new tenant lease up (Note 2).

Other revenue for our REIT Portfolio decreased $4.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to the recognition of a forfeited deposit in 2024.

Depreciation and amortization for our REIT Portfolio increased $14.8 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to (i) $6.3 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio, (ii) $6.4 million from new property acquisitions and (iii) $1.5 million from the acceleration of in-place lease intangible assets for bankrupt tenants in 2025 (Note 2, Note 6).

Property operating expenses for our REIT Portfolio increased $2.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions.

Real estate taxes for our REIT Portfolio increased $3.6 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to (i) $2.0 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025, and (ii) $1.7 million from new property acquisitions (Note 2).

Gain on disposition of properties of $2.8 million for our REIT Portfolio in 2025 relates to the gain on sale of the Mad River property, and the loss on disposition of property of $2.2 million for our REIT Portfolio in 2024 relates to the deconsolidation of the Shops at Grand property.

Equity in (losses) earnings of unconsolidated affiliates for our REIT Portfolio decreased $3.8 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to tenants vacating subsequent to September 30, 2024.

Loss on change in control of $9.6 million for our REIT Portfolio for the nine months ended September 30, 2025 is due to the Company gaining a controlling financial interest as a result of the acquisition of the incremental 48% interest in the Renaissance Portfolio in 2025 (Note 2).

Realized and unrealized holding gains (losses) on investments and other for our REIT Portfolio increased $4.3 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to a change in the mark-to-market adjustment on the investment in Albertsons (Note 8).

Net loss (income) attributable to noncontrolling interests for our REIT Portfolio increased $1.3 million for the nine months ended September 30, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above.

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

Segment net income attributable to Acadia shareholders for Investment Management decreased $10.7 million for the nine months ended September 30, 2025 compared to the prior year period as a result of the changes described below.

Rental revenue for Investment Management increased $4.8 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions in 2025 and tenant lease-up subsequent to September 30, 2024.

Other revenue for Investment Management increased $2.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to higher fees earned from the newly acquired Investment Management properties.

Property operating expenses for Investment Management increased $1.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions.

Real estate taxes for Investment Management increased $1.3 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to refunds received in the prior year.

52


 

Impairment charges for Investment Management of $37.2 million for the nine months ended September 30, 2025 are due to the shortened hold periods at one Fund III property and two Fund IV properties (Note 8).

Gain on disposition of properties for Investment Management decreased $2.0 million for the nine months ended September 30, 2025 compared to the prior year period due to $3.0 million gain on disposition of two Fund IV properties and a Fund V outparcel, offset by a $1.2 million loss related to a previously disposed property (Note 2).

Equity in earnings of unconsolidated affiliates for Investment Management decreased $21.7 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to the loss on sale on Eden Square in 2025 and the impairment charge on the Bald Hill Road property in 2025 compared to the gain on sale of the Paramus Plaza and Frederick Crossing properties in 2024 (Note 4).

Net (income) loss attributable to noncontrolling interests for Investment Management increased $46.8 million for the nine months ended September 30, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net income attributable to noncontrolling interests in Investment Management includes asset management fees earned by the Company of $6.9 million and $8.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Structured Financing

Realized and unrealized holding gains on investments and other for our Structured Finance Portfolio increased $1.4 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to the decrease in allowance for some of our notes.

Unallocated

The Company does not allocate general and administrative expenses and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.” General and administrative expenses increased $3.9 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to higher compensation expenses in 2025.

NON-GAAP FINANCIAL MEASURES

Net Property Operating Income

The following discussion of 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 REIT Portfolio. We believe NOI and rent spreads are not meaningful measures for our Investment Management investments as Investment Management invests primarily in properties that typically require significant leasing and development, and is primarily comprised of finite-life investment vehicles.

NOI represents property revenues less property expenses. We consider NOI and rent spreads on new and renewal leases for our REIT Portfolio to be appropriate supplemental disclosures of 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.

53


 

A reconciliation of consolidated operating income to net operating income – REIT Portfolio follows (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated operating income

 

$

12,684

 

 

$

17,492

 

 

$

28,768

 

 

$

49,289

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

10,924

 

 

 

10,215

 

 

 

34,053

 

 

 

30,162

 

Depreciation and amortization

 

 

38,884

 

 

 

34,500

 

 

 

117,593

 

 

 

103,721

 

Impairment charges

 

 

12,570

 

 

 

 

 

 

37,210

 

 

 

 

(Gain) Loss on disposition of properties

 

 

(2,515

)

 

 

 

 

 

(2,515

)

 

 

441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Above/below-market rent, straight-line rent and other accounts (a)

 

 

(5,011

)

 

 

(5,498

)

 

 

(10,917

)

 

 

(12,975

)

Termination income (b)

 

 

 

 

 

 

 

 

(8,366

)

 

 

 

Consolidated NOI

 

 

67,536

 

 

 

56,709

 

 

 

195,826

 

 

 

170,638

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest in consolidated NOI

 

 

(1,734

)

 

 

(1,711

)

 

 

(4,998

)

 

 

(4,133

)

Noncontrolling interest in consolidated NOI

 

 

(19,604

)

 

 

(17,060

)

 

 

(56,748

)

 

 

(52,314

)

Less: Operating Partnership's interest in Investment Management NOI included above

 

 

(8,027

)

 

 

(6,940

)

 

 

(22,710

)

 

 

(18,413

)

Add: Operating Partnership's share of unconsolidated joint ventures NOI (c)

 

 

1,045

 

 

 

2,291

 

 

 

3,205

 

 

 

8,504

 

REIT Portfolio NOI

 

$

39,216

 

 

$

33,289

 

 

$

114,575

 

 

$

104,282

 

 

(a)
Includes other accounts such as straight-line rent reserves, fee income, CECL, and dividend income received on our investment in Albertsons (Note 8).
(b)
Termination income related to an early lease termination at City Center.
(c)
Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within Investment Management.

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

REIT Portfolio NOI

 

$

39,216

 

 

$

33,289

 

 

$

114,575

 

 

$

104,282

 

Less properties excluded from Same-Property NOI

 

 

(4,336

)

 

 

(1,042

)

 

 

(11,431

)

 

 

(6,434

)

Same-Property NOI

 

$

34,880

 

 

$

32,247

 

 

$

103,144

 

 

$

97,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent change from prior year period

 

 

8.2

%

 

 

 

 

 

5.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of Same-Property NOI:

 

 

 

 

 

 

 

 

 

 

 

 

Same-Property Revenues

 

$

47,271

 

 

$

45,732

 

 

$

143,016

 

 

$

138,803

 

Same-Property Operating Expenses

 

 

(12,391

)

 

 

(13,485

)

 

 

(39,872

)

 

 

(40,955

)

Same-Property NOI

 

$

34,880

 

 

$

32,247

 

 

$

103,144

 

 

$

97,848

 

 

54


 

 

Rent Spreads on REIT 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 REIT Portfolio for the periods 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.

 

 

 

Three Months Ended September 30, 2025

 

Nine Months Ended September 30, 2025

REIT Portfolio New and Renewal Leases

 

Cash Basis

 

Straight-
Line Basis

 

Cash Basis

 

Straight-
Line Basis

Number of new and renewal leases executed

 

28

 

28

 

69

 

69

GLA commencing

 

238,629

 

238,629

 

521,895

 

521,895

New base rent

 

$48.69

 

$52.40

 

$51.27

 

$54.17

Expiring base rent

 

$43.43

 

$40.67

 

$48.74

 

$45.89

Percent growth in base rent

 

12.1%

 

28.8%

 

5.2%

 

18.1%

Average cost per square foot (a)

 

$39.88

 

$39.88

 

$27.10

 

$27.10

Weighted average lease term (years)

 

8.2

 

8.2

 

8.6

 

8.6

 

(a) The average cost per square foot includes tenant improvement costs, leasing commissions, and tenant allowances.

Funds from Operations

We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be an appropriate supplemental disclosure of operating performance due to its widespread acceptance and use within the REIT investor 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 accounting principles generally accepted in the United States (“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 assets related to the Company’s main business and land held for the development of property for its operating portfolio, plus depreciation and amortization, 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 (loss) attributable to Acadia shareholders to FFO follows (dollars in thousands, except per share data):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Acadia shareholders

 

$

5,618

 

 

$

8,414

 

 

$

9,189

 

 

$

13,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of real estate and amortization of leasing costs (net of
   noncontrolling interests' share)

 

 

31,542

 

 

 

26,407

 

 

 

94,814

 

 

 

79,785

 

Impairment charges (net of noncontrolling interests' share)

 

 

3,804

 

 

 

 

 

 

9,572

 

 

 

 

Net loss on disposition of properties (net of noncontrolling interests' share)

 

 

(2,700

)

 

 

(2,324

)

 

 

(2,614

)

 

 

(1,481

)

Loss on change in control

 

 

 

 

 

 

 

 

9,622

 

 

 

 

Income attributable to Common OP Unit holders

 

 

248

 

 

 

398

 

 

 

452

 

 

 

704

 

Distributions - Preferred OP Units

 

 

67

 

 

 

67

 

 

 

201

 

 

 

274

 

Funds from operations attributable to Common Shareholders and
   Common OP Unit holders - Basic and Diluted

 

$

38,579

 

 

$

32,962

 

 

$

121,236

 

 

$

92,408

 

 

55


 

 

LIQUIDITY AND CAPITAL RESOURCES

Uses of Liquidity and Cash Requirements

Generally, our principal uses of liquidity are (i) distributions to our shareholders and holders of our units of limited partnership interest (“OP units”), (ii) investments, which include the funding of capital committed to our Investment Management platform and property acquisitions and development/re-tenanting activities within our REIT 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 nine months ended September 30, 2025, we paid dividends and distributions on our Common Shares and preferred units of limited partnership interest (“Preferred OP Units”) totaling $79.7 million.

Investments

During the nine months ended September 30, 2025, we deployed approximately $487.3 million in cash outlays related to investment activities. This amount included the acquisition of an additional 48% economic ownership interest in the Renaissance Portfolio for $117.9 million, which resulted in a controlling financial interest and the consolidation of the portfolio within our REIT Portfolio (Note 2, Note 7). We also acquired 11 additional properties for an aggregate purchase price of $369.4 million (Note 2).

In addition, we redeemed a portion of the noncontrolling interest in Fund II, which required a $8.0 million cash payment (Note 10).

Structured Financing Investments

During the nine months ended September 30, 2025, we provided a mezzanine loan and additional advances under a preferred equity investment in the aggregate amount of $28.5 million (Note 3).

Capital Commitments

During the nine months ended September 30, 2025, we made capital contributions aggregating $3.7 million to the Funds.

As of September 30, 2025, our share of the remaining capital commitments to the Funds aggregated $12.6 million as follows:

$0.2 million to Fund III – Fund III was launched in May 2007 with total committed capital of $450.0 million, of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million.
$5.5 million to Fund IV – Fund IV was launched in May 2012 with total committed capital of $530.0 million, of which our original share was $122.5 million.
$6.9 million to Fund V – Fund V was launched in August 2016 with total committed capital of $520.0 million, of which our original share was $104.5 million.

 

We do not have any additional capital commitments to the Funds.

 

Additionally, the Company has committed to fund tenant improvements under executed leases totaling approximately $39.6 million and $41.4 million, as of September 30, 2025 and December 31, 2024, respectively. The Company’s share of these obligations is approximately $32.4 million and $32.3 million, respectively (Note 9).

Development Activities

During the nine months ended September 30, 2025, capitalized costs associated with development activities totaled $44.8 million (Note 2). As of September 30, 2025, we had a total of 19 consolidated projects under development or redevelopment, for which the estimated total cost to complete these projects through 2028 was $126.1 million to $157.0 million, respectively. Substantially all remaining development and redevelopment costs are discretionary, and could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, elevated interest rates, the imposition of tariffs and other risks detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024.

56


 

Debt

A summary of our consolidated debt, which includes the full amount of Investment Management related obligations and excludes our pro rata share of debt at our unconsolidated subsidiaries, is as follows (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Total Debt - Fixed and Effectively Fixed Rate

 

$

1,490,553

 

 

$

1,142,592

 

Total Debt - Variable Rate

 

 

382,526

 

 

 

405,355

 

 

 

 

1,873,079

 

 

 

1,547,947

 

Net unamortized debt issuance costs

 

 

(12,222

)

 

 

(10,893

)

Unamortized premium

 

 

1,151

 

 

 

212

 

Total Indebtedness

 

$

1,862,008

 

 

$

1,537,266

 

As of September 30, 2025, our consolidated indebtedness aggregated $1,873.1 million, excluding unamortized premium of $1.2 million and net unamortized loan costs of $12.2 million, and was collateralized by 49 properties and related tenant leases. As of September 30, 2025, stated interest rates on our outstanding indebtedness ranged from 3.99% to SOFR + 3.33% with maturities that ranged from October 1, 2025 to April 15, 2035, excluding available extension options. With respect to the debt maturing in 2025, we are actively pursuing refinancing the remaining obligations, though there can be no assurance that we can refinance such obligations on favorable terms or at all. Taking into consideration $1,201.4 million of notional principal under variable to fixed-rate swap agreements currently in effect, $1,490.6 million of the portfolio debt, or 79.6%, was fixed at a 4.85% weighted average interest rate and $382.5 million, or 20.4%, was floating at a 6.69% weighted average interest rate as of September 30, 2025. Our variable-rate debt includes $78.2 million of debt subject to interest rate caps.

Without regard to available extension options, as of September 30, 2025, we had (i) $82.4 million of debt maturing in 2025 at a weighted-average interest rate of 7.19%, (ii) $1.7 million of scheduled principal amortization due in the remainder of 2025 and (iii) $8.0 million of remaining scheduled 2025 principal payments and maturities, representing our pro rata share of our unconsolidated debt. In addition, $252.3 million of our total consolidated debt and $13.8 million of our pro-rata share of unconsolidated debt will come due by September 30, 2026. With respect to the debt maturing in 2025 and 2026, we have options to extend consolidated debt aggregating $35.2 million and $186.9 million as of September 30, 2025; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options. For the remaining indebtedness, 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 on 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, elevated interest rates, the imposition of tariffs and other risks, including, but not limited to those detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024.

Share Repurchase Program

We maintain a share repurchase program under which $122.5 million remains available as of September 30, 2025 (Note 10). We did not repurchase any shares under this program during the nine months ended September 30, 2025.

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 as of September 30, 2025 totaled $49.4 million. Our remaining sources of liquidity are described further below. Depending upon the availability and cost of external capital, we believe our sources of capital are sufficient to meet our liquidity needs. Our historical cash flows uses are reflected in our Condensed Consolidated Statements of Cash Flows and are discussed in further detail below.

57


 

Issuances of Common Shares

The 2025 ATM Program (Note 10) 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 REIT 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 the 2025 ATM Program. Net proceeds raised through the 2025 ATM Program and follow-on offerings are primarily used for acquisitions, both for our REIT Portfolio and our pro-rata share of Investment Management acquisitions, and for general corporate purposes.

As of September 30, 2025, we had 12,759,835 forward shares outstanding under the 2025 ATM Program. The weighted-average net forward sales price per share of the forward shares under the 2025 ATM program was $20.27 and would result in $258.6 million in net cash proceeds if we were to physically settle the shares. In March 2025, we settled 11,172,699 shares outstanding under the 2025 ATM forward and received proceeds of $277.9 million.

Investment Management Capital

During the nine months ended September 30, 2025, Funds III and V called for capital contributions of $18.1 million, of which our aggregate share was $3.7 million. As of September 30, 2025, unfunded capital commitments from noncontrolling interests within Funds II, III, IV and V were $0, $0.6 million, $18.5 million and $27.3 million, respectively.

Other Transactions

During the first quarter of 2025, we recognized payments of $8.4 million related to the termination of a lease at City Center in San Francisco (Note 11).

As of September 30, 2025, we held 257,112 million shares of Albertsons which had a fair value of $4.5 million (Note 8). In addition, during the nine months ended September 30, 2025, we sold 495,000 shares of Albertsons generating $9.8 million in net proceeds and recognized dividend income of $0.3 million (Note 8).

Financing and Debt

During the third quarter of 2025, we drew the remaining $75.0 million available under the $250.0 Million Term Loan, and have no remaining availability. As of September 30, 2025, we had $460.0 million of capacity under existing REIT Portfolio debt facilities. In addition, as of that date within our REIT Portfolio and Investment Management platform, we had 137 unleveraged consolidated properties with an aggregate carrying value of approximately $2.2 billion, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all (Note 7).

HISTORICAL CASH FLOW

The following table compares the historical cash flow for the nine months ended September 30, 2025 with the cash flow for the nine months ended September 30, 2024 (in millions, totals may not add due to rounding):

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

Variance

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

125.0

 

 

$

102.6

 

 

$

22.4

 

Net cash used in investing activities

 

 

(430.4

)

 

 

(50.1

)

 

 

(380.3

)

Net cash provided by (used in) financing activities

 

 

340.8

 

 

 

(8.4

)

 

 

349.2

 

Increase in cash and cash equivalents and restricted cash

 

$

35.3

 

 

$

44.0

 

 

$

(8.7

)

Operating Activities

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

Net cash provided by operating activities increased by $22.4 million for the nine months ended September 30, 2025 as compared to the prior year period primarily due to the repayment of accrued interest on a note receivable.

58


 

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.

Net cash used in investing activities increased by $380.3 million during the nine months ended September 30, 2025 as compared to the prior year period, primarily due to (i) $341.1 million more cash used for the acquisition of real estate, (ii) $12.0 million more cash used for the issuance of notes receivable, (iii) $24.2 million more cash used for development, construction and property improvement costs, and (iv) $5.2 million less cash received from the repayment of notes receivable.

Financing Activities

Net cash provided by (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.

Net cash provided by financing activities increased by $349.2 million during the nine months ended September 30, 2025 as compared to the prior year period, primarily from (i) $459.7 million more cash from proceeds on debt and (ii) $5.6 million less cash used for financing costs. These increases were offset by (i) $51.3 million less cash provided by the sale of Common Shares, (ii) $31.7 million less cash provided by contributions from noncontrolling interests, (iii) $20.4 million more used to pay dividends, (iv) $9.9 million more cash used in the acquisition of noncontrolling interests and (v) $5.4 million more capital distributed to noncontrolling interests.

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

 

 

September 30, 2025

Investment

 

Ownership
Percentage

 

 

Pro-rata Share of
Mortgage Debt

 

 

Effective Interest Rate (a)

 

 

Maturity Date

Tri-City Plaza

 

 

18.1

%

 

$

6.4

 

 

 

6.16

%

 

Oct 2025

Frederick County Square

 

 

18.1

%

 

 

4.4

 

 

 

6.79

%

 

Jan 2026

650 Bald Hill Rd

 

 

20.8

%

 

 

3.1

 

 

 

3.75

%

 

Jun 2026

840 N. Michigan

 

 

94.4

%

 

 

35.5

 

 

 

6.50

%

 

Dec 2026

Wood Ridge Plaza

 

 

18.1

%

 

 

6.5

 

 

 

7.18

%

 

Mar 2027

La Frontera

 

 

18.1

%

 

 

10.0

 

 

 

6.11

%

 

Jun 2027

Riverdale FC

 

 

18.0

%

 

 

6.8

 

 

 

6.85

%

 

Nov 2027

Georgetown Portfolio

 

 

50.0

%

 

 

6.8

 

 

 

4.72

%

 

Dec 2027

LINQ Promenade(d)

 

 

15.0

%

 

 

26.3

 

 

 

5.89

%

 

Dec 2027

Shoppes at South Hills(b)

 

 

18.1

%

 

 

5.9

 

 

 

5.95

%

 

Mar 2028

Mohawk Commons

 

 

18.1

%

 

 

7.1

 

 

 

5.80

%

 

Mar 2028

The Walk at Highwoods Preserve(b)

 

 

20.0

%

 

 

4.1

 

 

 

6.25

%

 

Oct 2028

Crossroads Shopping Center(c)

 

 

49.0

%

 

 

36.8

 

 

 

5.78

%

 

Nov 2029

Gotham Plaza

 

 

49.0

%

 

 

13.7

 

 

 

5.90

%

 

Oct 2034

Total

 

 

 

 

$

173.4

 

 

 

 

 

 

 

 

(a)
Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect as of September 30, 2025, where applicable.
(b)
The debt has one available 12-month extension option.
(c)
The debt has two available 12-month extension options.
(d)
The debt has one available 24-month extension option.

59


 

CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report is based upon the Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of Condensed 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 there have been no material changes to the items that we disclosed as our critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Annual Report on Form 10-K.

Recently Issued and Adopted Accounting Pronouncements

 

Reference is made to Note 1 in the Notes to Condensed Consolidated Financial Statements for information about recently issued accounting pronouncements.

 

SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

The following supplements the discussion contained under the heading “Certain U.S. Federal Income Tax Considerations” in our prospectus dated November 6, 2023.

 

The One Big Beautiful Bill Act

 

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, or the OBBBA. The OBBBA made significant changes to the U.S. federal income tax laws in various areas. Among the relevant changes:

The OBBBA permanently extended certain provisions that were enacted in the Tax Cuts and Jobs Act of 2017, most of which were set to expire after December 31, 2025. In particular, such extensions included the permanent extension of (i) the 37% tax rate as the highest marginal individual income tax rate on ordinary income and (ii) the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers.
The OBBBA increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries, or TRSs, from 20% to 25% for taxable years beginning after December 31, 2025. As a result, for taxable years beginning after December 31, 2025, the aggregate value of all securities of TRSs held by a REIT may be equal to up to 25% of the value of its gross assets without causing the REIT to fail to qualify as a real estate investment trust.
Finally, the OBBBA modified the calculation of the business interest deduction limitation under section 163(j) of the Code. Such limitation is equal to 30% of the taxpayer’s “adjusted taxable income.” Prior to the passage of the OBBBA, for tax years beginning after December 31, 2021, a taxpayer’s “adjusted taxable income” was reduced by depreciation, amortization and depletion. Pursuant to the OBBBA, “adjusted taxable income” is calculated without regard to such items.

 

The OBBBA contains complex revisions to the U.S. federal income tax laws. Holders of our Common Shares are urged to consult with their tax advisors with respect to the OBBBA and its potential effect on the acquisition, ownership and disposition of our Common Shares.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information as of September 30, 2025

Our primary market risk exposure is to changes in interest rates related to our property mortgage loans and other debt. See Note 7 in the Notes to Condensed Consolidated Financial Statements, 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 September 30, 2025, we had total property mortgage loans and other notes payable of $1,873.1 million, excluding the unamortized premium of $1.2 million and net unamortized debt issuance costs of $12.2 million, of which $1,490.6 million, or 79.6% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $382.5 million, or 20.4%, was variable-rate based upon SOFR or Prime rates plus certain spreads. As of September 30, 2025, we were party to 35 interest rate swaps and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $1,201.4 million and $78.2 million of 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

60


 

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 September 30, 2025 concerning our long-term debt obligations, including principal cash flows by scheduled maturity (without regard to available extension options) and weighted average effective interest rates of maturing amounts (dollars in millions):

REIT Portfolio Consolidated Mortgage and Other Debt

 

Year

 

Scheduled
Amortization

 

 

Maturities

 

 

Total

 

 

Weighted Average
Interest Rate

 

2025 (Remainder)

 

$

0.6

 

 

$

 

 

$

0.6

 

 

 

%

2026

 

 

4.9

 

 

 

102.0

 

 

 

106.9

 

 

 

6.1

%

2027

 

 

4.8

 

 

 

45.1

 

 

 

49.9

 

 

 

4.8

%

2028

 

 

1.8

 

 

 

535.4

 

 

 

537.2

 

 

 

4.1

%

2029

 

 

1.2

 

 

 

97.1

 

 

 

98.3

 

 

 

5.5

%

Thereafter

 

 

1.3

 

 

 

326.6

 

 

 

327.9

 

 

 

4.4

%

 

 

$

14.6

 

 

$

1,106.2

 

 

$

1,120.8

 

 

 

 

 

Investment Management Consolidated Mortgage and Other Debt

 

Year

 

Scheduled
Amortization

 

 

Maturities

 

 

Total

 

 

Weighted Average
Interest Rate

 

2025 (Remainder)

 

$

1.1

 

 

$

82.4

 

 

$

83.5

 

 

 

7.2

%

2026

 

 

2.9

 

 

 

219.1

 

 

 

222.0

 

 

 

6.4

%

2027

 

 

1.7

 

 

 

222.8

 

 

 

224.5

 

 

 

6.3

%

2028

 

 

0.3

 

 

 

222.0

 

 

 

222.3

 

 

 

5.8

%

2029

 

 

 

 

 

 

 

 

 

 

 

%

Thereafter

 

 

 

 

 

 

 

 

 

 

 

%

 

 

$

6.0

 

 

$

746.3

 

 

$

752.3

 

 

 

 

 

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

 

Year

 

Scheduled
Amortization

 

 

Maturities

 

 

Total

 

 

Weighted Average
Interest Rate

 

2025 (Remainder)

 

$

1.6

 

 

$

6.4

 

 

$

8.0

 

 

 

6.2

%

2026

 

 

6.2

 

 

 

35.8

 

 

 

42.0

 

 

 

6.3

%

2027

 

 

1.1

 

 

 

55.2

 

 

 

56.3

 

 

 

6.1

%

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

%

 

 

$

9.3

 

 

$

164.1

 

 

$

173.4

 

 

 

 

 

Without regard to available extension options, in the remainder of 2025, $84.1 million of our total consolidated debt and $8.0 million of our pro-rata share of unconsolidated outstanding debt will become due. In addition, $328.9 million of our total consolidated debt and $42.0 million of our pro-rata share of unconsolidated debt will become due in 2026. As it relates to the aforementioned maturing debt in 2025 and 2026, we have options to extend consolidated debt aggregating $35.2 million and $186.9 million at September 30, 2025, respectively; however, there can be no assurance that the Company will be able 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 rates, our interest expense would increase by approximately $4.6 million annually if the interest rate on the refinanced debt increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.9 million. Interest expense on our variable-rate debt of $382.5 million, net of variable to fixed-rate swap agreements currently in effect, as of September 30, 2025, would increase $3.8 million if corresponding rate indices increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.3 million. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.

61


 

Based on our outstanding debt balances as of September 30, 2025, the fair value of our total consolidated outstanding debt would decrease by approximately $10.3 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would increase by approximately $6.2 million.

As of September 30, 2025, and December 31, 2024, we had consolidated notes receivable of $154.8 million and $126.6 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 September 30, 2025, the fair value of our total outstanding notes receivable would decrease by approximately $1.5 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding notes receivable would increase by approximately $1.5 million.

Summarized Information as of December 31, 2024

As of December 31, 2024, we had total property mortgage loans and other notes payable of $1.5 billion, excluding the unamortized premium of $0.2 million and unamortized debt issuance costs of $10.9 million, of which $1.1 billion, 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.

Interest expense on our variable-rate debt of $405.4 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2024, would have increased $4.1 million if corresponding rate indices increased by 100 basis points. Based on our outstanding debt balances as of December 31, 2024, the fair value of our total outstanding debt would have decreased by approximately $9.8 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 $9.8 million.

Changes in Market Risk Exposures from December 31, 2024 to September 30, 2025

Our interest rate risk exposure from December 31, 2024, to September 30, 2025, has decreased on an absolute basis, as the $405.4 million of variable-rate debt as of December 31, 2024 has decreased to $382.5 million as of September 30, 2025. Our interest rate exposure as a percentage of total debt has decreased, as our variable-rate debt accounted for 26.2% of our consolidated debt as of December 31, 2024 compared to 20.4% as of September 30, 2025.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls. Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of September 30, 2025, at a reasonable level of assurance.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

62


 

PART II OTHER INFORMATION

From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our consolidated financial position.

ITEM 1A. RISK FACTORS.

Except to the extent additional factual information disclosed elsewhere in this Report relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Trading Arrangements

During the three months ended September 30, 2025, 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).

63


 

ITEM 6. EXHIBITS.

The following is an index to all exhibits including (i) those filed with this Quarterly Report on Form 10-Q and (ii) those incorporated by reference herein:

 

Exhibit No.

 

Description

 

Method of Filing

 

 

 

 

 

10.1

 

Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 29, 2025, 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 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 Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

 

 

 

 

 

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

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

 

Filed herewith

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

 

Filed herewith

 

 

 

 

 

104

 

Cover page formatted as Inline XBRL and contained in Exhibit 101

 

Filed herewith

 

 

64


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto 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

 

(Principal Financial Officer)

 

 

 

By:

 

/s/ Richard Hartmann

 

Richard Hartmann

 

Senior Vice President and

 

Chief Accounting Officer

 

 

(Principal Accounting Officer)

 

Dated: October 29, 2025

65