MARYLAND (State or other jurisdiction of incorporation or organization) | 23-2715194 (I.R.S. Employer Identification No.) | |
1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NY (Address of principal executive offices) | 10605 (Zip Code) |
YES x | NO o |
YES x | NO o |
Large Accelerated Filer x | Accelerated Filer o | |
Non-accelerated Filer o | Smaller Reporting Company o |
Page | ||
Part I: | Financial Information | |
Part II: | Other Information | |
(dollars in thousands) | March 31, 2014 | December 31, 2013 | |||||
ASSETS | (unaudited) | ||||||
Operating real estate | |||||||
Land | $ | 354,846 | $ | 336,251 | |||
Buildings and improvements | 1,192,893 | 1,140,613 | |||||
Construction in progress | 5,764 | 4,836 | |||||
1,553,503 | 1,481,700 | ||||||
Less: accumulated depreciation | 232,301 | 229,538 | |||||
Net operating real estate | 1,321,202 | 1,252,162 | |||||
Real estate under development | 369,407 | 337,353 | |||||
Notes receivable and preferred equity investments, net | 119,639 | 126,656 | |||||
Investments in and advances to unconsolidated affiliates | 178,068 | 181,322 | |||||
Cash and cash equivalents | 72,792 | 79,189 | |||||
Cash in escrow | 19,813 | 19,822 | |||||
Restricted cash | 94,737 | 109,795 | |||||
Rents receivable, net | 30,012 | 29,574 | |||||
Deferred charges, net | 29,989 | 30,775 | |||||
Acquired lease intangibles, net | 40,472 | 33,663 | |||||
Prepaid expenses and other assets | 51,369 | 44,212 | |||||
Assets of discontinued operations | 18,362 | 20,434 | |||||
Total assets | $ | 2,345,862 | $ | 2,264,957 | |||
LIABILITIES | |||||||
Mortgage and other notes payable | $ | 1,108,304 | $ | 1,039,617 | |||
Convertible notes payable | 380 | 380 | |||||
Distributions in excess of income from, and investments in, unconsolidated affiliates | 8,670 | 8,701 | |||||
Accounts payable and accrued expenses | 41,472 | 38,050 | |||||
Dividends and distributions payable | 13,741 | 13,455 | |||||
Acquired lease intangibles, net | 22,233 | 22,394 | |||||
Other liabilities | 20,155 | 18,265 | |||||
Liabilities of discontinued operations | 106 | 2,507 | |||||
Total liabilities | 1,215,061 | 1,143,369 | |||||
EQUITY | |||||||
Shareholders' Equity | |||||||
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 56,739,739 and 55,643,068 shares, respectively | 57 | 56 | |||||
Additional paid-in capital | 693,633 | 665,301 | |||||
Accumulated other comprehensive (loss) income | (407 | ) | 1,132 | ||||
Retained earnings | 46,325 | 37,747 | |||||
Total shareholders’ equity | 739,608 | 704,236 | |||||
Noncontrolling interests | 391,193 | 417,352 | |||||
Total equity | 1,130,801 | 1,121,588 | |||||
Total liabilities and equity | $ | 2,345,862 | $ | 2,264,957 |
Three Months Ended | |||||||
March 31, | |||||||
(dollars in thousands, except per share amounts) | 2014 | 2013 | |||||
Revenues | |||||||
Rental income | $ | 33,818 | $ | 28,781 | |||
Interest income | 3,164 | 2,898 | |||||
Expense reimbursements | 8,790 | 7,282 | |||||
Other | 913 | 3,328 | |||||
Total revenues | 46,685 | 42,289 | |||||
Operating Expenses | |||||||
Property operating | 7,124 | 4,450 | |||||
Other operating | 687 | 1,512 | |||||
Real estate taxes | 5,670 | 5,021 | |||||
General and administrative | 6,896 | 5,626 | |||||
Depreciation and amortization | 11,587 | 9,229 | |||||
Total operating expenses | 31,964 | 25,838 | |||||
Operating income | 14,721 | 16,451 | |||||
Equity in earnings of unconsolidated affiliates | 3,029 | 2,250 | |||||
Loss on debt extinguishment | (203 | ) | — | ||||
Gain on disposition of property | 12,387 | — | |||||
Interest and other finance expense | (10,651 | ) | (9,285 | ) | |||
Income from continuing operations before income taxes | 19,283 | 9,416 | |||||
Income tax (provision) benefit | (168 | ) | 139 | ||||
Income from continuing operations | 19,115 | 9,555 | |||||
Discontinued Operations | |||||||
Operating income from discontinued operations | — | 1,624 | |||||
Income from discontinued operations | — | 1,624 | |||||
Net income | 19,115 | 11,179 | |||||
Noncontrolling interests | |||||||
Continuing operations | 2,480 | 35 | |||||
Discontinued operations | — | (1,591 | ) | ||||
Net loss (income) attributable to noncontrolling interests | 2,480 | (1,556 | ) | ||||
Net income attributable to Common Shareholders | $ | 21,595 | $ | 9,623 | |||
Basic Earnings per Share | |||||||
Income from continuing operations | $ | 0.38 | $ | 0.18 | |||
Income from discontinued operations | — | — | |||||
Basic earnings per share | $ | 0.38 | $ | 0.18 | |||
Diluted Earnings per Share | |||||||
Income from continuing operations | $ | 0.38 | $ | 0.18 | |||
Income from discontinued operations | — | — | |||||
Diluted earnings per share | $ | 0.38 | $ | 0.18 |
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
(dollars in thousands) | ||||||||
Net income | $ | 19,115 | $ | 11,179 | ||||
Other comprehensive (loss) income | ||||||||
Unrealized loss on valuation of swap agreements | (2,329 | ) | (1,092 | ) | ||||
Reclassification of realized interest on swap agreements | 837 | 592 | ||||||
Other comprehensive loss | (1,492 | ) | (500 | ) | ||||
Comprehensive income | 17,623 | 10,679 | ||||||
Comprehensive loss (income) attributable to noncontrolling interests | 2,433 | (1,681 | ) | |||||
Comprehensive income attributable to Common Shareholders | $ | 20,056 | $ | 8,998 |
Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total Shareholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||
(amounts in thousands, except per share amounts) | Shares | Amount | ||||||||||||||||||||||||||||
Balance at December 31, 2013 | 55,643 | $ | 56 | $ | 665,301 | $ | 1,132 | $ | 37,747 | $ | 704,236 | $ | 417,352 | $ | 1,121,588 | |||||||||||||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership | 27 | — | 648 | — | — | 648 | (648 | ) | — | |||||||||||||||||||||
Issuance of Common Shares, net of issuance costs | 1,054 | 1 | 27,403 | — | — | 27,404 | — | 27,404 | ||||||||||||||||||||||
Dividends declared ($0.23 per Common Share) | — | — | — | — | (13,017 | ) | (13,017 | ) | (723 | ) | (13,740 | ) | ||||||||||||||||||
Employee and trustee stock compensation, net | 16 | — | 281 | — | — | 281 | 1,854 | 2,135 | ||||||||||||||||||||||
Noncontrolling interest distributions | — | — | — | — | — | — | (32,921 | ) | (32,921 | ) | ||||||||||||||||||||
Noncontrolling interest contributions | — | — | — | — | — | — | 8,712 | 8,712 | ||||||||||||||||||||||
56,740 | 57 | 693,633 | 1,132 | 24,730 | 719,552 | 393,626 | 1,113,178 | |||||||||||||||||||||||
Comprehensive (loss) income: | ||||||||||||||||||||||||||||||
Net income | — | — | — | — | 21,595 | 21,595 | (2,480 | ) | 19,115 | |||||||||||||||||||||
Unrealized (loss) income on valuation of swap agreements | — | — | — | (2,376 | ) | — | (2,376 | ) | 47 | (2,329 | ) | |||||||||||||||||||
Reclassification of realized interest on swap agreements | — | — | — | 837 | — | 837 | — | 837 | ||||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | (1,539 | ) | 21,595 | 20,056 | (2,433 | ) | 17,623 | ||||||||||||||||||||
Balance at March 31, 2014 | 56,740 | $ | 57 | $ | 693,633 | $ | (407 | ) | $ | 46,325 | $ | 739,608 | $ | 391,193 | $ | 1,130,801 |
ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) | |||||||
Three Months Ended | |||||||
March 31, | |||||||
(dollars in thousands) | 2014 | 2013 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ | 19,115 | $ | 11,179 | |||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||
Depreciation and amortization | 11,587 | 10,628 | |||||
Amortization of financing costs | 688 | 734 | |||||
Gain on disposition of property | (12,387 | ) | — | ||||
Share-based compensation expense | 2,087 | 1,411 | |||||
Equity in earnings of unconsolidated affiliates | (3,029 | ) | (2,250 | ) | |||
Distributions of operating income from unconsolidated affiliates | 2,562 | 1,208 | |||||
Other, net | (648 | ) | (1,476 | ) | |||
Changes in assets and liabilities | |||||||
Cash in escrow | (141 | ) | (274 | ) | |||
Rents receivable, net | (486 | ) | (878 | ) | |||
Prepaid expenses and other assets | (23 | ) | (15,021 | ) | |||
Accounts payable and accrued expenses | 2,507 | (739 | ) | ||||
Other liabilities | 345 | (289 | ) | ||||
Net cash provided by operating activities | 22,177 | 4,233 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Acquisition of real estate | (90,500 | ) | (86,600 | ) | |||
Redevelopment and property improvement costs | (37,505 | ) | (17,941 | ) | |||
Deferred leasing costs | (369 | ) | (2,220 | ) | |||
Investments in and advances to unconsolidated affiliates | (21,568 | ) | (2 | ) | |||
Return of capital from unconsolidated affiliates | 22,491 | 482 | |||||
Consolidation of previously unconsolidated investment | — | 1,864 | |||||
Proceeds from notes receivable | 7,156 | 5,529 | |||||
Net cash used in investing activities | (120,295 | ) | (98,888 | ) |
ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (unaudited) | |||||||
Three Months Ended | |||||||
March 31, | |||||||
(dollars in thousands) | 2014 | 2013 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Principal payments on mortgage notes | (38,972 | ) | (47,136 | ) | |||
Proceeds received from mortgage notes | 130,700 | 254,000 | |||||
Loan proceeds held as restricted cash | 15,058 | (151,596 | ) | ||||
Deferred financing and other costs | (921 | ) | (9,998 | ) | |||
Capital contributions from noncontrolling interests | 8,712 | — | |||||
Distributions to noncontrolling interests | (33,577 | ) | (3,098 | ) | |||
Dividends paid to Common Shareholders | (12,798 | ) | (9,417 | ) | |||
Proceeds from issuance of Common Shares, net of issuance costs of $429 and $843, respectively | 23,519 | 51,840 | |||||
Other employee and trustee stock compensation, net | — | 78 | |||||
Net cash provided by financing activities | 91,721 | 84,673 | |||||
Decrease in cash and cash equivalents | (6,397 | ) | (9,982 | ) | |||
Cash and cash equivalents, beginning of period | 79,189 | 91,813 | |||||
Cash and cash equivalents, end of period | $ | 72,792 | $ | 81,831 | |||
Supplemental disclosure of cash flow information | |||||||
Cash paid during the period for interest, net of capitalized interest of $2,892 and $1,664, respectively | $ | 12,173 | $ | 5,858 | |||
Cash paid for income taxes | $ | 281 | $ | 12 | |||
Supplemental disclosure of non-cash investing activities | |||||||
Disposition of real estate through cancellation of debt | $ | (22,865 | ) | $ | — | ||
Acquisition of real estate through conversion of notes receivable | $ | — | $ | 18,500 | |||
Consolidation of previously unconsolidated investment | |||||||
Real estate, net | $ | — | $ | (118,484 | ) | ||
Mortgage notes payable | — | 166,200 | |||||
Distributions in excess of income from, and investments in, unconsolidated affiliates | — | (10,298 | ) | ||||
Other assets and liabilities | — | (1,605 | ) | ||||
Noncontrolling interest | — | (33,949 | ) | ||||
Cash included in consolidation of previously unconsolidated investment | $ | — | $ | 1,864 |
1. | ORGANIZATION AND BASIS OF PRESENTATION |
Entity | Formation Date | Operating Partnership Share of Capital | Committed Capital (2) | Capital Called as of March 31, 2014 (2) | Equity Interest Held By Operating Partnership | Preferred Return | Capital Returned as of March 31, 2014 (3) | ||||||||||
Fund I and Mervyns I (1) | 9/2001 | 22.22 | % | $ | 90.0 | $ | 86.6 | 37.78 | % | 9 | % | $ | 86.6 | ||||
Fund II and Mervyns II (2) | 6/2004 | 20.00 | % | 300.0 | 300.0 | 20.00 | % | 8 | % | 84.5 | |||||||
Fund III | 5/2007 | 19.90 | % | 475.0 | 357.7 | 19.90 | % | 6 | % | 196.8 | |||||||
Fund IV | 5/2012 | 23.12 | % | 540.6 | 106.4 | 23.12 | % | 6 | % | — |
2. | EARNINGS PER COMMON SHARE |
Three Months Ended | |||||||
March 31, | |||||||
(dollars in thousands, except per share amounts) | 2014 | 2013 | |||||
Numerator | |||||||
Income from continuing operations | $ | 21,595 | $ | 9,590 | |||
Less: net income attributable to participating securities | 392 | 172 | |||||
Income from continuing operations, net of income attributable to participating securities | 21,203 | 9,418 | |||||
Denominator | |||||||
Weighted average shares for basic earnings per share | 55,953 | 53,437 | |||||
Effect of dilutive securities: | |||||||
Employee Restricted Share Units and share options | 40 | 60 | |||||
Convertible Preferred OP Units | 25 | — | |||||
Denominator for diluted earnings per share | 56,018 | 53,497 | |||||
Basic earnings per Common Share from continuing operations attributable to Common Shareholders | $ | 0.38 | $ | 0.18 | |||
Diluted earnings per Common Share from continuing operations attributable to Common Shareholders | $ | 0.38 | $ | 0.18 |
3. | SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS |
4. | ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS |
(dollars in millions) | ||||||||||
Property | GLA | Percent Owned | Type | Month of Acquisition | Purchase Price | Location | ||||
11 E Walton | 6,738 | 100 | % | Street Retail | January | $ | 44.0 | Chicago, IL | ||
61 Main Street | 3,400 | 100 | % | Street Retail | February | 7.3 | Westport, CT | |||
865 W North Avenue | 16,000 | 100 | % | Street Retail | March | 14.8 | Chicago, IL | |||
252-256 Greenwich Avenue | 9,172 | 100 | % | Street Retail | March | 24.5 | Greenwich, CT | |||
Total | 35,310 | $ | 90.6 |
(dollars in millions) | ||||||||||
Property | GLA | Percent Owned | Type | Month of Acquisition | Purchase Price | Location | ||||
Broughton Street Portfolio | 55,565 | 50 | % | Street Retail | March | $ | 4.9 | Savannah, GA | ||
Total | 55,565 | $ | 4.9 |
(dollars in thousands) | Preliminary Purchase Price Allocations | ||
Land | $ | 23,865 | |
Buildings and improvements | 71,586 | ||
Total consideration | $ | 95,451 |
(dollars in thousands) | Purchase Price Allocations as Originally Reported | Adjustments | Finalized Purchase Price Allocations | ||||||
Land | $ | 22,182 | $ | (605 | ) | $ | 21,577 | ||
Buildings and improvements | 84,061 | (7,514 | ) | 76,547 | |||||
Acquisition-related intangible assets (in Acquired lease intangibles, net) | — | 9,092 | 9,092 | ||||||
Acquisition-related intangible liabilities (in Acquired lease intangibles, net) | — | (973 | ) | (973 | ) | ||||
Total consideration | $ | 106,243 | $ | — | $ | 106,243 |
(dollars in thousands) | ||||||||
BALANCE SHEETS | March 31, 2014 | December 31, 2013 | ||||||
ASSETS | ||||||||
Net real estate | $ | 18,048 | $ | 17,991 | ||||
Rents receivable, net | 33 | 565 | ||||||
Deferred charges, net | 38 | 38 | ||||||
Prepaid expenses and other assets | 243 | 1,840 | ||||||
Total assets of discontinued operations | $ | 18,362 | $ | 20,434 | ||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 104 | $ | 1,473 | ||||
Other liabilities | 2 | 1,034 | ||||||
Total liabilities of discontinued operations | $ | 106 | $ | 2,507 |
Three Months Ended | |||
(dollars in thousands) | March 31, | ||
STATEMENT OF INCOME | 2013 | ||
Total revenues | $ | 6,180 | |
Total expenses | 4,556 | ||
Operating income | 1,624 | ||
Income from discontinued operations attributable to noncontrolling interests | (1,591 | ) | |
Income from discontinued operations attributable to Common Shareholders | $ | 33 |
5. | INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES |
(dollars in thousands) | Investment Group Share | Operating Partnership Share | ||||||||||||||
Investment | Year Acquired | Invested Capital and Advances | Distributions | Invested Capital and Advances | Distributions | |||||||||||
Mervyns | 2004 | $ | 26,058 | $ | 46,916 | $ | 4,901 | $ | 11,451 | |||||||
Mervyns Add-On investments | 2005/2008 | 7,547 | 5,935 | 1,252 | 1,321 | |||||||||||
Albertsons | 2006 | 20,717 | 81,594 | 4,239 | 16,318 | |||||||||||
Albertsons Add-On investments | 2006/2007 | 2,416 | 4,864 | 388 | 972 | |||||||||||
Shopko | 2006 | 1,108 | 2,460 | 222 | 492 | |||||||||||
Marsh and Add-On investments | 2006/2008 | 2,667 | 2,639 | 533 | 528 | |||||||||||
Rex Stores | 2007 | 2,701 | 1,956 | 535 | 392 | |||||||||||
$ | 63,214 | $ | 146,364 | $ | 12,070 | $ | 31,474 |
5. | INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (continued) |
(dollars in thousands) | March 31, 2014 | December 31, 2013 | |||||
Combined and Condensed Balance Sheets | |||||||
Assets | |||||||
Rental property, net | $ | 385,592 | $ | 380,268 | |||
Real estate under development | 30,187 | 5,573 | |||||
Investment in unconsolidated affiliates | 21,394 | 63,745 | |||||
Other assets | 67,570 | 66,895 | |||||
Total assets | $ | 504,743 | $ | 516,481 | |||
Liabilities and partners’ equity | |||||||
Mortgage notes payable | $ | 299,210 | $ | 265,982 | |||
Other liabilities | 46,143 | 43,733 | |||||
Partners’ equity | 159,390 | 206,766 | |||||
Total liabilities and partners’ equity | $ | 504,743 | $ | 516,481 | |||
Company’s investment in and advances to unconsolidated affiliates | $ | 178,068 | $ | 181,322 | |||
Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates | $ | (8,670 | ) | $ | (8,701 | ) |
Three Months Ended | |||||||
(dollars in thousands) | March 31, 2014 | March 31, 2013 | |||||
Combined and Condensed Statements of Income | |||||||
Total revenues | $ | 12,105 | $ | 10,999 | |||
Operating and other expenses | (3,815 | ) | (4,281 | ) | |||
Interest and other finance expense | (2,524 | ) | (2,031 | ) | |||
Equity in losses of unconsolidated affiliates | (328 | ) | (711 | ) | |||
Depreciation and amortization | (2,706 | ) | (2,081 | ) | |||
Loss on debt extinguishment | (187 | ) | — | ||||
Net income | $ | 2,545 | $ | 1,895 | |||
Company’s share of net income | $ | 3,127 | $ | 2,348 | |||
Amortization of excess investment | (98 | ) | (98 | ) | |||
Company’s equity in earnings of unconsolidated affiliates | $ | 3,029 | $ | 2,250 |
6. | NOTES RECEIVABLE AND PREFERRED EQUITY INVESTMENTS, NET |
(dollars in thousands) | |||||||||||
Note description | Effective interest rate (1) | First Priority liens | Net Carrying Amounts of Notes Receivable as of March 31, 2014 | Net Carrying Amounts of Notes Receivable as of December 31, 2013 | Maturity date | ||||||
First Mortgage Loan | 8.0% | — | $ | — | $ | 6,400 | Demand | ||||
Mezzanine Loan 2 | 10.0% | 89,566 | 9,089 | 9,089 | Demand | ||||||
First Mortgage Loan | 11.0% | — | 42,000 | 42,000 | Demand | ||||||
Zero Coupon Loan 3 | 24.0% | 166,200 | 4,570 | 4,431 | 1/3/2016 | ||||||
Mezzanine Loan | 15.0% | — | 30,879 | 30,879 | 11/9/2020 | ||||||
Mezzanine Loan 4 | 15.0% | 17,298 | 3,834 | 3,834 | Upon Capital Event | ||||||
Mezzanine Loan | 8.1% | — | 13,000 | 13,000 | 9/1/2017 | ||||||
Construction Loan | 7.0% | — | 12,000 | 12,000 | 1/1/2015 | ||||||
Individually less than 3% 5 | 2.8% to 12.0% | 20,855 | 4,267 | 5,023 | 12/31/14 to Capital Event | ||||||
Total | $ | 119,639 | $ | 126,656 |
6. | NOTES RECEIVABLE AND PREFERRED EQUITY INVESTMENTS, NET (continued) |
(dollars in thousands) | Allowance for Notes Receivable | ||
Balance at December 31, 2013 | $ | 3,681 | |
Additional reserves | — | ||
Recoveries | (1,688 | ) | |
Charge-offs and reclassifications | — | ||
Balance at March 31, 2014 | $ | 1,993 |
7. | DERIVATIVE FINANCIAL INSTRUMENTS |
8. | MORTGAGE AND OTHER NOTES PAYABLE |
8. | MORTGAGE AND OTHER NOTES PAYABLE (continued) |
9. | CONVERTIBLE NOTES PAYABLE |
(dollars in thousands) | Level 1 | Level 2 | Level 3 | ||||||||
Assets | |||||||||||
Derivative financial instruments (Note 7) | $ | — | $ | 2,041 | $ | — | |||||
Liabilities | |||||||||||
Derivative financial instruments (Note 7) | $ | — | $ | 2,532 | $ | — |
(dollars in thousands) | March 31, 2014 | December 31, 2013 | |||||||||||||
Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||
Notes Receivable and Preferred Equity Investments | $ | 119,639 | $ | 119,639 | $ | 126,656 | $ | 126,656 | |||||||
Mortgage, Convertible Notes and Other Notes Payable | $ | 1,108,684 | $ | 1,126,650 | $ | 1,039,997 | $ | 1,056,457 |
11. | RELATED PARTY TRANSACTIONS |
12. | SEGMENT REPORTING |
(dollars in thousands) | Core Portfolio | Funds | Structured Financing | Total | ||||||||||||
Revenues | $ | 30,149 | $ | 12,642 | $ | 3,894 | $ | 46,685 | ||||||||
Property operating expenses, other operating and real estate taxes | (7,906 | ) | (5,575 | ) | — | (13,481 | ) | |||||||||
General and administrative expenses | (6,413 | ) | (483 | ) | — | (6,896 | ) | |||||||||
Depreciation and amortization | (8,333 | ) | (3,254 | ) | — | (11,587 | ) | |||||||||
Operating income | 7,497 | 3,330 | 3,894 | 14,721 | ||||||||||||
Equity in earnings of unconsolidated affiliates | 95 | 2,934 | — | 3,029 | ||||||||||||
Loss on debt extinguishment | — | (203 | ) | — | (203 | ) | ||||||||||
Gain on disposition of property | 12,387 | — | — | 12,387 | ||||||||||||
Interest and other finance expense | (7,200 | ) | (3,451 | ) | — | (10,651 | ) | |||||||||
Income tax provision | (104 | ) | (64 | ) | — | (168 | ) | |||||||||
Income from continuing operations | 12,675 | 2,546 | 3,894 | 19,115 | ||||||||||||
Noncontrolling interests | ||||||||||||||||
(Income) loss from continuing operations | (419 | ) | 2,899 | — | 2,480 | |||||||||||
Net income attributable to Common Shareholders | $ | 12,256 | $ | 5,445 | $ | 3,894 | $ | 21,595 | ||||||||
Real Estate at Cost | $ | 1,128,790 | $ | 794,120 | $ | — | $ | 1,922,910 | ||||||||
Total Assets | $ | 1,101,385 | $ | 1,124,838 | $ | 119,639 | $ | 2,345,862 | ||||||||
Acquisition of Real Estate | $ | 90,500 | $ | — | $ | — | $ | 90,500 | ||||||||
Investment in Redevelopment and Improvements | $ | 1,428 | $ | 36,077 | $ | — | $ | 37,505 |
12. | SEGMENT REPORTING (continued) |
(dollars in thousands) | Core Portfolio | Funds | Structured Financing | Total | ||||||||||||
Revenues | $ | 26,478 | $ | 12,913 | $ | 2,898 | $ | 42,289 | ||||||||
Property operating expenses, other operating and real estate taxes | (6,873 | ) | (4,110 | ) | — | (10,983 | ) | |||||||||
General and administrative expenses | (5,481 | ) | (145 | ) | — | (5,626 | ) | |||||||||
Depreciation and amortization | (6,389 | ) | (2,840 | ) | — | (9,229 | ) | |||||||||
Operating income | 7,735 | 5,818 | 2,898 | 16,451 | ||||||||||||
Equity in (losses) earnings of unconsolidated affiliates | (5 | ) | 2,255 | — | 2,250 | |||||||||||
Interest and other finance expense | (6,157 | ) | (3,128 | ) | — | (9,285 | ) | |||||||||
Income tax benefit | 92 | 47 | — | 139 | ||||||||||||
Income from continuing operations | 1,665 | 4,992 | 2,898 | 9,555 | ||||||||||||
Discontinued operations | ||||||||||||||||
Operating income from discontinued operations | 101 | 1,523 | — | 1,624 | ||||||||||||
Net income | 1,766 | 6,515 | 2,898 | 11,179 | ||||||||||||
Noncontrolling interests | ||||||||||||||||
Loss (income) from continuing operations | 304 | (269 | ) | — | 35 | |||||||||||
Income from discontinued operations | (40 | ) | (1,551 | ) | — | (1,591 | ) | |||||||||
Net loss (income) attributable to noncontrolling interests | 264 | (1,820 | ) | — | (1,556 | ) | ||||||||||
Net income attributable to Common Shareholders | 2,030 | 4,695 | 2,898 | 9,623 | ||||||||||||
Real Estate at Cost | $ | 956,647 | $ | 586,643 | $ | — | $ | 1,543,290 | ||||||||
Total Assets | $ | 1,075,253 | $ | 1,115,249 | $ | 105,367 | $ | 2,295,869 | ||||||||
Acquisition of Real Estate | $ | 86,600 | $ | — | $ | — | $ | 86,600 | ||||||||
Investment in Redevelopment and Improvements | $ | 456 | $ | 17,485 | $ | — | $ | 17,941 |
13. | LONG-TERM INCENTIVE COMPENSATION |
• | Own and operate a Core Portfolio of high-quality retail properties located in key street and urban retail corridors as well as suburban locations within high-barrier-to-entry, supply constrained, densely-populated metropolitan areas and create value through accretive redevelopment and re-anchoring activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the industry asset class. |
• | Generate additional external growth through an opportunistic yet disciplined acquisition program through our Funds. We target transactions with high inherent opportunity for the creation of additional value through: |
◦ | value-add investments in high-quality urban and/or street retail properties with re-tenanting or repositioning opportunities, |
◦ | opportunistic acquisitions of well-located real estate anchored by distressed retailers or by motivated sellers and |
◦ | opportunistic purchases of debt which may include restructuring or the opportunity to convert the investment into an equity interest. |
• | Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth. |
• | Core Portfolio |
◦ | Our Core Portfolio consists of those properties we either 100% own, or partially own in joint ventures, through the Operating Partnership, or subsidiaries thereof, not including those properties owned through our Funds. There are 80 properties in our Core Portfolio totaling 5.1 million square feet. As of March 31, 2014, the Core Portfolio physical occupancy was 95.6% and leased occupancy, which includes executed leases for which rent has not yet commenced, was 96.8%. |
• | Funds |
◦ | Fund I has three properties totaling 0.1 million square feet. |
◦ | Fund II has five properties, three of which (representing 0.3 million square feet) are operating, one of which is under construction, and one of which is in the design phase. |
◦ | Fund III has 16 properties, 12 of which (representing 1.7 million square feet) are operating and four of which are in various stages of redevelopment. |
◦ | Fund IV has 15 properties, nine of which (representing 0.7 million square feet) are operating and six of which are in the design phase. |
(dollars in millions) | 2014 | 2013 | ||||||||||||||||
Revenues | Core Portfolio | Funds | Structured Financing | Core Portfolio | Funds | Structured Financing | ||||||||||||
Rental income | $ | 24.3 | $ | 9.5 | $ | — | $ | 20.8 | $ | 8.0 | $ | — | ||||||
Interest income | — | — | 3.2 | — | — | 2.9 | ||||||||||||
Expense reimbursements | 5.8 | 3.0 | — | 5.0 | 2.3 | — | ||||||||||||
Other | 0.1 | 0.1 | 0.7 | 0.7 | 2.6 | — | ||||||||||||
Total revenues | $ | 30.2 | $ | 12.6 | $ | 3.9 | $ | 26.5 | $ | 12.9 | $ | 2.9 |
(dollars in millions) | 2014 | 2013 | ||||||||||||||||
Operating Expenses | Core Portfolio | Funds | Structured Financing | Core Portfolio | Funds | Structured Financing | ||||||||||||
Property operating | $ | 4.0 | $ | 3.1 | $ | — | $ | 3.0 | $ | 1.5 | $ | — | ||||||
Other operating | 0.5 | 0.2 | — | 0.7 | 0.8 | — | ||||||||||||
Real estate taxes | 3.4 | 2.3 | — | 3.2 | 1.8 | — | ||||||||||||
General and administrative | 6.4 | 0.5 | — | 5.5 | 0.1 | — | ||||||||||||
Depreciation and amortization | 8.3 | 3.3 | — | 6.4 | 2.8 | — | ||||||||||||
Total operating expenses | $ | 22.6 | $ | 9.4 | $ | — | $ | 18.8 | $ | 7.0 | $ | — |
(dollars in millions) | 2014 | 2013 | ||||||||||||||||
Other | Core Portfolio | Funds | Structured Financing | Core Portfolio | Funds | Structured Financing | ||||||||||||
Equity in earnings of unconsolidated affiliates | $ | 0.1 | $ | 2.9 | $ | — | $ | — | $ | 2.3 | $ | — | ||||||
Loss on debt extinguishment | — | (0.2 | ) | — | — | — | — | |||||||||||
Gain on disposition of property | 12.4 | — | — | — | — | — | ||||||||||||
Interest and other finance expense | (7.2 | ) | (3.5 | ) | — | (6.2 | ) | (3.1 | ) | — | ||||||||
Income tax benefit (provision) | (0.1 | ) | (0.1 | ) | — | 0.1 | — | — | ||||||||||
Income from discontinued operations | — | — | — | 0.1 | 1.5 | — | ||||||||||||
Net loss (income) attributable to noncontrolling interests - | ||||||||||||||||||
- Continuing operations | (0.4 | ) | 2.9 | — | 0.3 | (0.3 | ) | — | ||||||||||
- Discontinued operations | — | — | — | — | (1.6 | ) | — |
(dollars in millions) | ||||||||
Reconciliation of Consolidated Operating Income to NOI - Core Portfolio | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Consolidated Operating Income | $ | 14.7 | $ | 16.5 | ||||
Add back: | ||||||||
General and administrative | 6.9 | 5.6 | ||||||
Depreciation and amortization | 11.6 | 9.2 | ||||||
Less: | ||||||||
Interest income | (3.2 | ) | (2.9 | ) | ||||
Straight-line rent and other adjustments | (1.7 | ) | 2.9 | |||||
Consolidated NOI | 28.3 | 31.3 | ||||||
Noncontrolling interest in consolidated NOI | (8.6 | ) | (13.0 | ) | ||||
Less: Operating Partnership's interest in Fund NOI included above | (1.4 | ) | (2.4 | ) | ||||
Add: Operating Partnership's share of unconsolidated joint ventures NOI 1 | 0.9 | 0.7 | ||||||
Core Portfolio NOI | $ | 19.2 | $ | 16.6 |
Reconciliation of Core Portfolio NOI to Same-Store NOI | ||||||||
Three Months Ended March 31, | ||||||||
(dollars in millions) | 2014 | 2013 | ||||||
Core Portfolio NOI - Continuing Operations | $ | 19.2 | $ | 16.6 | ||||
Less properties excluded from Same-Store NOI | (3.3 | ) | (1.4 | ) | ||||
Same-Store NOI | $ | 15.9 | $ | 15.2 | ||||
Percent change from 2013 | 4.3 | % | ||||||
Components of Same-Store NOI | ||||||||
Same-Store Revenues | $ | 21.8 | $ | 20.6 | ||||
Same-Store Operating Expenses | 5.9 | 5.4 | ||||||
Same-Store NOI | $ | 15.9 | $ | 15.2 |
Rent Spreads on New and Renewal Leases - Core Portfolio | |||||||
Three Months Ended | |||||||
March 31, 2014 | |||||||
Core Portfolio New and Renewal Leases | Cash Basis | Straight-Line Basis (GAAP) | |||||
Number of new and renewal leases executed | 6 | 6 | |||||
Gross leasable area | 23,939 | 23,939 | |||||
New average base rent | $ | 67.78 | $ | 77.54 | |||
Expiring average base rent | $ | 39.02 | $ | 38.69 | |||
Percent growth in average base rent | 73.7 | % | 100.4 | % | |||
Average cost per square foot (1) | $ | 129.89 | $ | 129.89 | |||
Weighted average lease term (years) | 9.7 | 9.7 |
Three Months Ended | |||||||
March 31, | |||||||
(amounts in millions, except per share amounts) | 2014 | 2013 | |||||
Funds From Operations | |||||||
Net income attributable to Common Shareholders | $ | 21.6 | $ | 9.6 | |||
Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests’ share) | |||||||
Consolidated affiliates | 8.1 | 6.7 | |||||
Unconsolidated affiliates | 0.7 | 0.4 | |||||
Gain on sale (net of noncontrolling interests’ share) | |||||||
Consolidated affiliates | (12.4 | ) | — | ||||
Unconsolidated affiliates | — | — | |||||
Impairment of asset | — | — | |||||
Income attributable to noncontrolling interests’ in Operating Partnership | 0.9 | 0.1 | |||||
Funds from operations | $ | 18.9 | $ | 16.8 | |||
Funds From Operations per Share - Diluted | |||||||
Weighted average number of Common Shares and OP Units | 58.4 | 54.5 | |||||
Diluted funds from operations, per share | $ | 0.32 | $ | 0.31 |
(dollars in millions) | ||||||||||||
Property | Owner | Costs to date | Anticipated additional costs (1) | Status | Square feet upon completion | Anticipated completion dates | ||||||
City Point | Fund II | $ | 279.2 | $0.8 - $30.8 | Construction commenced | 675,000 | 2015 | |||||
Sherman Plaza | Fund II | 35.0 | TBD | Pre-construction | TBD | TBD | ||||||
723 N. Lincoln Lane | Fund III | 6.7 | TBD | Pre-construction | TBD | TBD | ||||||
Cortlandt Crossing | Fund III | 12.5 | 34.5 - 43.5 | Pre-construction | 150,000 - 170,000 | 2016 | ||||||
3104 M Street NW | Fund III | 3.1 | 3.9 - 5.4 | Pre-construction | 10,000 | TBD | ||||||
Broad Hollow Commons | Fund III | 13.7 | 36.3 - 46.3 | Pre-construction | 180,000 - 200,000 | 2016 | ||||||
210 Bowery | Fund IV | 7.8 | 3.7 - 4.2 | Pre-construction | 10,000 | 2015 | ||||||
Broughton Street Portfolio | Fund IV | 5.2 | TBD | Pre-construction | TBD | TBD | ||||||
Total | $ | 363.2 |
(dollars in millions) Borrower | Total amount of credit facility | Amount borrowed as of December 31, 2013 | Net borrowings (repayments) during the three months ended March 31, 2014 | Amount borrowed as of March 31, 2014 | Letters of credit outstanding as of March 31, 2014 | Amount available under credit facilities as of March 31, 2014 | ||||||||||||||||||
Acadia Realty, LP (1) | $ | 150.0 | $ | — | $ | 15.0 | $ | 15.0 | $ | 12.5 | $ | 122.5 | ||||||||||||
Fund IV (2) | 150.0 | 68.8 | 4.9 | 73.7 | — | 76.3 | ||||||||||||||||||
Total | $ | 300.0 | $ | 68.8 | $ | 19.9 | $ | 88.7 | $ | 12.5 | $ | 198.8 |
(dollars in millions) | ||||||||||
Description of Debt and Collateral | 3/31/14 | 12/31/13 | Interest Rate at 3/31/14 | Maturity | Payment Terms | |||||
Mortgage notes payable – variable-rate | ||||||||||
Liberty Avenue | $ | 9.0 | $ | 9.1 | 2.91% (LIBOR+2.75%) | 4/30/2014 | Monthly principal and interest | |||
210 Bowery | 4.6 | 4.6 | 2.11% (LIBOR+1.95%) | 6/1/2014 | Interest only monthly | |||||
640 Broadway | 22.8 | 22.8 | 3.11% (LIBOR+2.95%) | 7/1/2015 | Interest only monthly | |||||
Heritage Shops | — | 20.9 | 2.41% (LIBOR+2.25%) | 8/10/2015 | Interest only monthly | |||||
CityPoint | 20.7 | 20.7 | 3.66% (LIBOR+3.50%) | 8/12/2015 | Interest only monthly | |||||
CityPoint | 20.0 | 20.0 | 5.16% (LIBOR+5.00%) | 8/23/2015 | Interest only monthly until 7/14; monthly principal and interest thereafter | |||||
Cortlandt Towne Center | 84.6 | 84.7 | 1.81% (LIBOR+1.65%) | 10/26/2015 | Monthly principal and interest | |||||
New Hyde Park Shopping Center | 7.7 | 6.3 | 2.41% (LIBOR+2.25%) | 11/10/2015 | Monthly principal and interest | |||||
Nostrand Ave | 12.4 | 12.5 | 2.81% (LIBOR+2.65%) | 2/1/2016 | Monthly principal and interest | |||||
Heritage Shops | 24.5 | — | 1.71% (LIBOR+1.55%) | 2/28/2016 | Interest only monthly | |||||
Lincoln Park Centre | 23.0 | 23.0 | 1.61% (LIBOR+1.45%) | 12/3/2016 | Interest only monthly | |||||
654 Broadway | 9.0 | — | 2.04% (LIBOR+1.88%) | 3/7/2017 | Interest only monthly | |||||
161st Street | 29.5 | 29.5 | 2.66% (LIBOR+2.50%) | 4/1/2018 | Interest only monthly | |||||
664 N. Michigan | 45.0 | — | 1.81% (LIBOR+1.65%) | 6/28/2018 | Interest only monthly | |||||
Term Loan | 50.0 | 50.0 | 1.56% (LIBOR+1.40%) | 11/25/2018 | Interest only monthly | |||||
Paramus Plaza | 12.6 | — | 1.86% (LIBOR+1.70%) | 2/20/2019 | Interest only monthly | |||||
4401 N White Plains Road | 6.2 | 6.2 | 2.41% (LIBOR+2.25%) | 9/1/2022 | Monthly principal and interest | |||||
28 Jericho Turnpike | 16.1 | 16.2 | 2.06% (LIBOR+1.90%) | 1/23/2023 | Monthly principal and interest | |||||
60 Orange Street | 8.4 | 8.5 | 1.91% (LIBOR+1.75%) | 4/3/2023 | Monthly principal and interest | |||||
Sub-total mortgage notes payable | 406.1 | 335.0 | ||||||||
Credit facilities - variable rate: | ||||||||||
Unsecured line of credit | 15.0 | — | 1.71% (LIBOR+1.55%) | 1/31/2016 | Interest only monthly | |||||
Fund IV revolving subscription line of credit | 73.7 | 68.8 | 1.81% (LIBOR+1.65%) | 11/20/2015 | Interest only monthly | |||||
Sub-total credit facilities | 88.7 | 68.8 | ||||||||
Interest rate swaps (1) | (178.0 | ) | (179.7 | ) | ||||||
Total variable-rate debt | 316.8 | 224.1 | ||||||||
(dollars in millions) | ||||||||||
Description of Debt and Collateral | 3/31/14 | 12/31/13 | Interest Rate at 3/31/14 | Maturity | Payment Terms | |||||
Mortgage notes payable – fixed-rate | ||||||||||
Clark Diversey | $ | 4.1 | $ | 4.2 | 6.35% | 7/1/2014 | Monthly principal and interest | |||
New Loudon Center | 13.3 | 13.4 | 5.64% | 9/6/2014 | Monthly principal and interest | |||||
City Point | 20.0 | 20.0 | 7.25% | 11/1/2014 | Interest only quarterly | |||||
Crescent Plaza | 16.7 | 16.7 | 4.98% | 9/6/2015 | Monthly principal and interest | |||||
Pacesetter Park Shopping Center | 11.5 | 11.5 | 5.12% | 11/6/2015 | Monthly principal and interest | |||||
Elmwood Park Shopping Center | 32.6 | 32.7 | 5.53% | 1/1/2016 | Monthly principal and interest | |||||
Chicago Portfolio | 15.5 | 15.6 | 5.61% | 2/1/2016 | Monthly principal and interest | |||||
The Gateway Shopping Center | 19.6 | 19.7 | 5.44% | 3/1/2016 | Monthly principal and interest | |||||
340 River Street | 10.8 | 10.9 | 5.29% | 5/1/2016 | Monthly principal and interest | |||||
Brandywine | 166.2 | 166.2 | 5.99% | 7/1/2016 | Interest only monthly | |||||
Walnut Hill Plaza | — | 22.9 | 6.06% | 10/1/2016 | Monthly principal and interest | |||||
Rhode Island Shopping Center | 16.1 | 16.2 | 6.35% | 12/1/2016 | Monthly principal and interest | |||||
239 Greenwich Avenue | 26.0 | 26.0 | 5.42% | 2/11/2017 | Interest only monthly | |||||
639 W Diversey | 4.3 | 4.3 | 6.65% | 3/1/2017 | Monthly principal and interest | |||||
Merrillville Plaza | 25.8 | 25.8 | 5.88% | 8/1/2017 | Interest only monthly | |||||
216th Street | 25.5 | 25.5 | 5.80% | 10/1/2017 | Interest only monthly | |||||
City Point | 198.5 | 197.0 | 4.75% | 2019 (2) | Interest only monthly | |||||
City Point | 5.3 | 5.3 | 1.00% | 8/23/2019 | Interest only monthly | |||||
Interest rate swaps (1) | 178.0 | 179.7 | 3.91% | |||||||
Total fixed-rate debt | 789.8 | 813.6 | ||||||||
Unamortized premium | 1.7 | 1.9 | ||||||||
Total | $ | 1,108.3 | $ | 1,039.6 |
(dollars in millions) | Payments due by period | ||||||||||||||||||
Contractual obligations | Total | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | ||||||||||||||
Future debt maturities | $ | 1,107.0 | $ | 56.5 | $ | 627.2 | $ | 193.0 | $ | 230.3 | |||||||||
Interest obligations on debt | 159.1 | 46.5 | 66.0 | 30.3 | 16.3 | ||||||||||||||
Operating lease obligations | 34.2 | 2.8 | 3.9 | 5.3 | 22.2 | ||||||||||||||
Construction commitments | 125.1 | 125.1 | — | — | — | ||||||||||||||
Total | $ | 1,425.4 | $ | 230.9 | $ | 697.1 | $ | 228.6 | $ | 268.8 |
(dollars in millions) | Operating Partnership | ||||
Investment | Pro-rata share of mortgage debt | Interest rate at March 31, 2014 | Maturity Date | ||
Lincoln Road (Fund III) | $ | 3.7 | 6.14% | August 2014 | |
Crossroads | 28.4 | 5.37% | December 2014 | ||
Parkway Crossing | 2.4 | 2.20% | January 2015 | ||
Arundel Plaza | 1.6 | 5.60% | April 2015 | ||
Promenade at Manassas | 5.7 | 1.57% | November 2016 | ||
White City Shopping Center | 9.5 | 2.60% | December 2017 | ||
Lincoln Road (Fund IV) | 18.4 | 1.77% | June 2018 | ||
Georgetown Portfolio | 9.1 | 4.72% | December 2027 | ||
Total | $ | 78.8 |
Three Months Ended March 31, | |||||||||||
(dollars in millions) | 2014 | 2013 | Change | ||||||||
Net cash provided by operating activities | $ | 22.2 | $ | 4.2 | $ | 18.0 | |||||
Net cash used in investing activities | (120.3 | ) | (98.9 | ) | (21.4 | ) | |||||
Net cash provided by financing activities | 91.7 | 84.7 | 7.0 | ||||||||
Total | $ | (6.4 | ) | $ | (10.0 | ) | $ | 3.6 |
• | Additional cash of $17.2 million used to fund prepaid ground rent for Fund II's City Point project during 2013 |
• | Additional net operating income from Core and Fund Property acquisitions and redevelopments |
• | A reduction in net operating income from Core and Fund Property dispositions |
• | An increase of $21.6 million used in investments in and advances to unconsolidated affiliates during 2014 related to our investment in the Broughton Street Portfolio. |
• | An increase of $19.6 million used in redevelopment and improvement of properties during 2014 primarily attributable to the redevelopment of Fund II's City Point project. |
• | An increase of $22.0 million in return of capital from unconsolidated affiliates |
• | An additional $51.5 million in mortgage debt proceeds, net of principal payments and funding of a restricted cash account during 2014 |
• | A decrease of $9.1 million in payments of deferred financing costs during 2014 |
• | An increase of $8.7 million in capital contributions from noncontrolling interests during 2014 |
• | An increase of $30.5 million in distributions to noncontrolling interests during 2014 |
• | A decrease of $28.3 million of net proceeds from the issuance of Common Shares, net of costs during 2014 |
• | An increase of $3.4 million in dividends paid to Common Shareholders during 2014 |
May 2, 2014 | /s/ Kenneth F. Bernstein Kenneth F. Bernstein President and Chief Executive Officer (Principal Executive Officer) |
May 2, 2014 | /s/ Jonathan W. Grisham Jonathan W. Grisham Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit No. | Description |
3.1 | Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.) |
3.2 | First Amendment to Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.) |
3.3 | Second Amendment to Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.) |
3.4 | Third Amendment to Declaration of Trust of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.4 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2012.) |
3.5 | Fourth Amendment to Declaration of Trust (incorporated by reference to the copy thereof filed as Exhibit 3.1 (a) to the Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998.) |
3.6 | Fifth Amendment to Declaration of Trust (incorporated by reference to the copy thereof filed as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2009.) |
3.7 | Amended and Restated By-Laws of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 18, 2013.) |
4.1 | Voting Trust Agreement between the Company and Yale University dated February 27, 2002 (incorporated by reference to the copy thereof filed as Exhibit 99.1 to Yale University's Schedule 13D filed on September 25, 2002.) |
10.1 | Amended and Restated Employment Agreement between the Company and Kenneth Bernstein dated March 31, 2014 (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 1, 2014.) (2) |
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 (1) |
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 (1) |
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 (1) |
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 (1) |
99.1 | Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership (incorporated by reference to the copy thereof filed as Exhibit 99.5 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 1997.) |
99.2 | Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership (incorporated by reference to the copy thereof filed as Exhibit 99.6 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003.) |
101.INS | XBRL Instance Document* |
101.SCH | XBRL Taxonomy Extension Schema Document* |
101.CAL | XBRL Taxonomy Extension Calculation Document* |
101.DEF | XBRL Taxonomy Extension Definitions Document* |
101.LAB | XBRL Taxonomy Extension Labels Document* |
101.PRE | XBRL Taxonomy Extension Presentation Document* |
* | Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
Note: | |
(1) | Filed herewith. |
(2) | Management contract or compensatory plan or arrangement. |
1. | I have reviewed this quarterly report on Form 10-Q of Acadia Realty Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Kenneth F. Bernstein | |
Kenneth F. Bernstein President and Chief Executive Officer | |
May 2, 2014 |
1. | I have reviewed this quarterly report on Form 10-Q of Acadia Realty Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Jonathan W. Grisham | |
Jonathan W. Grisham Senior Vice President and Chief Financial Officer | |
May 2, 2014 |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Kenneth F. Bernstein | |
Kenneth F. Bernstein President and Chief Executive Officer | |
May 2, 2014 |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Jonathan W. Grisham | |
Jonathan W. Grisham Senior Vice President and Chief Financial Officer | |
May 2, 2014 |
NOTES RECEIVABLE, PREFERRED EQUITY AND OTHER REAL ESTATE RELATED INVESTMENTS Schedule of Notes Receivable (Details) (USD $)
|
3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014
loan
|
Mar. 31, 2013
|
Dec. 31, 2013
|
Mar. 31, 2014
Construction Loan, 7.0% Percent, Due 2015
|
Dec. 31, 2013
Construction Loan, 7.0% Percent, Due 2015
|
Jan. 31, 2014
First Mortgage Loan, 8% Loan Due 2013
|
Mar. 31, 2014
First Mortgage Loan, 8% Loan Due 2013
|
Dec. 31, 2013
First Mortgage Loan, 8% Loan Due 2013
|
Mar. 31, 2014
Mezzanine Loan, 10% Due 2013
loan
borrower
|
Dec. 31, 2013
Mezzanine Loan, 10% Due 2013
|
Mar. 31, 2014
First Mortgage Loan, 11% Loan Due 2014
|
Dec. 31, 2013
First Mortgage Loan, 11% Loan Due 2014
|
Mar. 31, 2014
Zero Coupon Loan
|
Dec. 31, 2013
Zero Coupon Loan
|
Mar. 31, 2014
Mezzanine Loan, 15% Due 2020
|
Dec. 31, 2013
Mezzanine Loan, 15% Due 2020
|
Mar. 31, 2014
Mezzanine Loan Due With Capital Event
|
Dec. 31, 2013
Mezzanine Loan Due With Capital Event
|
Mar. 31, 2014
Preferred Equity, 8.1% Loan, Due 2017
|
Dec. 31, 2013
Preferred Equity, 8.1% Loan, Due 2017
|
Mar. 31, 2014
Individually Less Than 3 Percent, Variable Interest Rate Due 2014 to Capital Event
loan
|
Dec. 31, 2013
Individually Less Than 3 Percent, Variable Interest Rate Due 2014 to Capital Event
|
Mar. 31, 2014
Individually Less Than 3 Percent, Variable Interest Rate Due 2014 to Capital Event
Minimum
|
Mar. 31, 2014
Individually Less Than 3 Percent, Variable Interest Rate Due 2014 to Capital Event
Maximum
|
Jan. 31, 2014
Mezzanine Loan
|
||||||||||||||||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Net carrying amount | $ 119,600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 7.00% | [1] | 8.00% | [1] | 10.00% | [1],[2] | 11.00% | [1] | 24.00% | [1],[3] | 15.00% | [1] | 15.00% | [1],[4] | 8.10% | [1] | 11.00% | [1] | 17.50% | [1] | ||||||||||||||||||||||||||
Prior liens | 0 | 0 | 89,566,000 | [2] | 0 | 166,200,000 | [3] | 0 | 17,298,000 | [4] | 0 | 20,855,000 | ||||||||||||||||||||||||||||||||||
Carrying amount of mortgages | 119,639,000 | 126,656,000 | 12,000,000 | 12,000,000 | 0 | 6,400,000 | 9,089,000 | [2] | 9,089,000 | [2] | 42,000,000 | 42,000,000 | 4,570,000 | [3] | 4,431,000 | [3] | 30,879,000 | 30,879,000 | 3,834,000 | [4] | 3,834,000 | [4] | 13,000,000 | 13,000,000 | 4,267,000 | 5,023,000 | 3,500,000 | |||||||||||||||||||
Number of cross collateralized loans | 3 | |||||||||||||||||||||||||||||||||||||||||||||
Number of borrowers | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Number of loans | 3 | |||||||||||||||||||||||||||||||||||||||||||||
Number of non-performing loans | 5 | 1 | ||||||||||||||||||||||||||||||||||||||||||||
Face amount of mortgages | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Face amount of mortgages, reserved | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes receivable | 7,156,000 | 5,529,000 | 6,400,000 | 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||
Mortgage loans on real estate, collections of principal | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||
Income related to the payoff of notes receivable | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||
Mortgage loans on real estate, nonperforming loans, amount | 15,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Financing receivable, allowance for credit losses | $ 1,993,000 | $ 3,681,000 | ||||||||||||||||||||||||||||||||||||||||||||
|
LONG-TERM INCENTIVE COMPENSATION (Details) (USD $)
|
3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014
|
Mar. 31, 2013
|
Feb. 28, 2014
Officer
|
Dec. 31, 2009
Senior Executives
Long Term Investment Alignment Program
|
Dec. 31, 2009
Senior Executives
Fund IV
Long Term Investment Alignment Program
|
Feb. 28, 2014
LTIP Units
Officer
|
Mar. 31, 2014
LTIP Units
Kenneth Bernstein
|
Feb. 28, 2014
Restricted Stock
Officer
|
Feb. 28, 2014
Restricted Stock
Other Employees
|
Mar. 31, 2014
LTIP Units and Restricted Stock
|
Mar. 31, 2014
LTIP Units and Restricted Stock
|
Mar. 31, 2013
LTIP Units and Restricted Stock
|
Dec. 31, 2013
LTIP Units and Restricted Stock
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in shares) | 326,230 | 114,198 | 918 | 10,527 | |||||||||
Percent of Awards Issued to Officers Subject to Performance Measures | 16.00% | ||||||||||||
Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures | $ 11,900,000 | $ 11,400,000 | |||||||||||
Share-based Compensation | 2,087,000 | 1,411,000 | 400,000 | ||||||||||
Long Term Incentive and Share Based Compensation Expense | $ 1,400,000 | $ 1,300,000 | $ 500,000 | ||||||||||
Maximum Percentage of Promote To Be Awarded as Share Based Compensation Awards | 25.00% | 10.00% |
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