Acquisition and Disposition of Properties and Discontinued Operations

A. Acquisition and Disposition of Properties

Acquisitions

During 2012, the Company acquired the following properties through its Core Portfolio and Opportunity Funds as follows:

Core Portfolio



(dollars in thousands)
Property	GLA	Percent Owned		Type	Month of Acquisition	Purchase Price		Debt Assumption		Location
1520 N Milwaukee Ave	3,100	100	%	Street Retail	January	$	3,800	$	—	Chicago, IL
330-340 River St	53,300	100	%	Shopping Center	February	18,900		7,022		Cambridge, MA
Chicago Street Retail	42,264	100	%	Street Retail	March	18,800		16,029		Chicago, IL
930 N Rush St	2,900	100	%	Street Retail	April	20,700		—		Chicago, IL
28 Jericho Turnpike	96,000	100	%	Single Tenant	May	27,300		—		Westbury, NY
Rhode Island Shopping Center	57,000	100	%	Shopping Center	June	21,700		16,510		Washington, D. C.
83 Spring St	4,800	100	%	Street Retail	July	11,500		—		New York, NY
60 Orange Street	129,010	98	%	Single Tenant	October	12,500		—		Bloomfield, NJ
Chicago Street Retail	42,524	100	%	Street Retail	November	41,100		—		Chicago, IL
181 Main Street	14,850	100	%	Street Retail	December	14,100		—		Westport, CT
Connecticut Ave	42,000	100	%	Street Retail	December	23,200		—		Washington, D.C.
639 W Diversey	22,095	100	%	Street Retail	December	10,700		4,431		Chicago, IL
Total	509,843					$	224,300	$	43,992

The Company expensed $2.1 million of costs for the year ended December 31, 2012 related to these 2012 Core Portfolio acquisitions.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Acquisition and Disposition of Properties and Discontinued Operations, continued

Fund III



(dollars in thousands)
Property	GLA	Percent Owned		Type	Month of Acquisition	Purchase Price		Debt Assumption		Location
640 Broadway	45,700	50	%	Street Retail	February	$	32,500	$	—	New York, NY
Lincoln Park Centre	62,700	100	%	Shopping Center	April	31,500		19,763		Chicago, IL
Broad Hollow Commons (1)(2)	Undeveloped Land	100	%	Undeveloped Land	August	12,386		—		Farmingdale, NY
Arundel Plaza	265,000	90	%	Shopping Center	August	17,600		9,256		Glen Burnie, MD
Cortlandt Crossing(1)	Undeveloped Land	100	%	Undeveloped Land	August	11,000		—		Mohegan Lake, NY
3104 M St	4,900	100	%	Street Retail	August	3,000		—		Washington, D.C.
Total	378,300					$	107,986	$	29,019

Notes:

(1) Acquisition of land which is not treated as a business combination in accordance with ASC Topic 805.

(2) Fund III obtained a deed in lieu of foreclosure on an undeveloped property encumbered by the Fund's $10.0 million first mortgage loan which originated in September 2008. The $12,386 includes the first mortgage loan along with accrued interest.

The Company expensed $2.2 million of costs for the year ended December 31, 2012 related to these 2012 Fund III acquisitions.

Fund IV



(dollars in thousands)
Property	GLA	Percent Owned		Type	Month of Acquisition	Purchase Price		Debt Assumption		Location
1701 Belmont Avenue	58,000	90	%	Single Tenant	December	$	4,700	$	—	Catonsville, MD
210 Bowery	9,200	100	%	Street Retail	December	7,500		—		Manhattan, NY
Lincoln Road	54,400	95	%	Street Retail	December	139,000		—		Miami Beach, FL
Total	121,600					$	151,200	—

The Company expensed $0.5 million of costs for the year ended December 31, 2012 related to these 2012 Fund IV acquisitions.

The above Core Portfolio and Opportunity Fund acquisitions, excluding the acquisitions of undeveloped land, have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and assumed liabilities based on the Company's current best estimate of fair value of these acquired assets and assumed liabilities at the dates of acquisition. The preliminary measurements of fair value reflected below are subject to change. The Company expects to finalize the valuations and complete the purchase price allocations within one year from the dates of acquisition.

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

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Acquisition and Disposition of Properties and Discontinued Operations, continued



	Allocations Finalized									Allocations Not Finalized
(dollars in thousands)	Purchase Price Allocation as Originally Reported			Adjustments			Finalized Purchase Price Allocation			Preliminary Purchase Price Allocation
Land	$	68,439		$	446		$	68,885		$	86,826
Buildings and Improvements	120,010			(2,083		)	117,927			226,650
Acquisition-related intangible assets (in Acquired lease intangibles, net)	2,482			8,830			11,312			—
Acquisition-related intangible liabilities (in Acquired lease and other intangibles, net)	(4,387		)	(7,267		)	(11,654		)	—
Above-below market debt assumed (included in Mortgages payable)	935			74			1,009			—
Total Consideration	$	187,479		$	—		$	187,479		$	313,476

During 2011, the Company acquired properties and recorded the preliminary allocation of the purchase price to the assets acquired based on provisional measurements of fair value. During 2012, the Company finalized the allocation of the purchase price and made certain measurement period adjustments. The following table summarizes the preliminary allocation of the purchase price of properties as recorded as of December 31, 2011, and the finalized allocation of the purchase price as adjusted as of December 31, 2012:



(dollars in thousands)	Preliminary Purchase Price Allocation		Finalized Purchase Price Allocation
Land	$	5,438	$	12,150
Buildings and Improvements	18,563		11,009
Acquisition-related intangible assets (in Acquired lease intangibles, net)	—		1,027
Acquisition-related intangible liabilities (in Acquired lease and other intangibles, net)	—		(185		)
Total Consideration	$	24,001	$	24,001

Dispositions

During 2012, there were no Core Portfolio dispositions. The Opportunity Funds disposed of the following properties:



(dollars in thousands) Property	Owner	Month Sold	Sales Price		Gain (Loss)			GLA
White Oak Shopping Center (1)	Fund III	June	$	13,778	$	3,402		64,600
Tarrytown Centre	Fund I	June	12,800		2,935			35,000
125 Main Street	Fund III	August	33,500		5,867			25,732
Canarsie Plaza	Fund II	December	124,000		(1,315		)	273,542
Self Storage Portfolio	Fund II & Fund III	December	261,600		63,716			—
Total			$	445,678	$	74,605		398,874

Note:

(1) This property was accounted for as an unconsolidated investment.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Acquisition and Disposition of Properties and Discontinued Operations, continued

B. Discontinued Operations

The Company reports properties sold and held-for-sale during the periods as discontinued operations. The assets and liabilities and results of operations of discontinued operations are reflected as a separate component within the accompanying consolidated financial statements for all periods presented.

The combined assets and liabilities as of December 31, 2012 and 2011, and the results of operations of the properties classified as discontinued operations for the years ended December 31, 2012, 2011 and 2010, are summarized as follows:



BALANCE SHEET
ASSETS	December 31, 2012		December 31, 2011
(dollars in thousands)
Net real estate	$	19,400	$	352,729
Rents receivable, net	917		3,326
Deferred charges, net	612		6,246
Prepaid expenses and other assets	1,132		1,582
Total assets of discontinued operations	$	22,061	$	363,883
LIABILITIES
Mortgages payable	$	9,208	$	140,171
Accounts payable and accrued expenses	3,125		3,078
Other liabilities	765		1,920
Total liabilities of discontinued operations	$	13,098	$	145,169



	Years ended December 31,
STATEMENTS OF OPERATIONS	2012			2011			2010
(dollars in thousands)
Total revenues	$	37,464		$	40,392		$	36,568
Total expenses	26,744			31,640			33,048
Operating income	10,720			8,752			3,520
Impairment of asset	—			(6,925		)	—
Loss on debt extinguishment	(2,541		)	—			—
Gain on sale of property	71,203			46,830			—
Income from discontinued operations	79,382			48,657			3,520
Income from discontinued operations attributable to noncontrolling interests	(63,710		)	(15,815		)	(1,696		)
Income from discontinued operations attributable to Common Shareholders	$	15,672		$	32,842		$	1,824