10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2015

or

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

For the transition period from _______ to _______

Commission File Number 1-12002

ACADIA REALTY TRUST

(Exact name of registrant in its charter)

MARYLAND  (State or other jurisdiction of  incorporation or organization)	23-2715194  (I.R.S. Employer  Identification No.)
1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NY  (Address of principal executive offices)	10605  (Zip Code)

(914) 288-8100

(Registrant’s telephone number, including area code)

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

YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x	Accelerated Filer  o
Non-accelerated Filer  o	Smaller Reporting Company  o

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

As of July 31, 2015 there were 68,829,489 common shares of beneficial interest, par value $.001 per share, outstanding.

ACADIA REALTY TRUST AND SUBSIDIARIES

FORM 10-Q

INDEX

		Page
Part I:	Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014	1
	Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014 (unaudited)	2
	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (unaudited)	3
	Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2015 (unaudited)	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited)	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
Part II:	Other Information
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signatures	42
	Exhibit Index	43

Part I. Financial Information

Item 1. Financial Statements.

ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)	June 30, 2015			December 31, 2014
ASSETS	(unaudited)
Operating real estate
Land	$	507,952		$	424,661
Buildings and improvements	1,522,127			1,329,080
Construction in progress	15,206			7,464
	2,045,285			1,761,205
Less: accumulated depreciation	277,678			256,015
Net operating real estate	1,767,607			1,505,190
Real estate under development	533,295			447,390
Notes receivable and preferred equity investments, net	168,931			102,286
Investments in and advances to unconsolidated affiliates	166,632			184,352
Cash and cash equivalents	104,651			217,580
Cash in escrow	31,781			20,358
Restricted cash	29,192			30,604
Rents receivable, net	37,887			36,962
Deferred charges, net	32,984			30,679
Acquired lease intangibles, net	47,683			44,618
Prepaid expenses and other assets	53,056			56,508
Assets of properties held for sale	—			56,073
Total assets	$	2,973,699		$	2,732,600
LIABILITIES
Mortgage and other notes payable	$	1,326,667		$	1,130,481
Distributions in excess of income from, and investments in, unconsolidated affiliates	13,161			12,564
Accounts payable and accrued expenses	37,551			34,026
Dividends and distributions payable	17,697			39,339
Acquired lease intangibles, net	31,137			29,585
Other liabilities	27,616			25,148
Liabilities of properties held for sale	—			25,500
Total liabilities	1,453,829			1,296,643
EQUITY
Shareholders' Equity
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 68,828,560 and 68,109,287 shares, respectively	69			68
Additional paid-in capital	1,050,385			1,027,861
Accumulated other comprehensive loss	(3,284		)	(4,005		)
Retained earnings	41,654			31,617
Total shareholders’ equity	1,088,824			1,055,541
Noncontrolling interests	431,046			380,416
Total equity	1,519,870			1,435,957
Total liabilities and equity	$	2,973,699		$	2,732,600

See accompanying notes

1

ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands, except per share amounts)	2015			2014			2015			2014
Revenues
Rental income	$	39,784		$	36,112		$	77,971		69,930
Interest income	3,985			3,049			7,393			6,213
Expense reimbursements	7,825			7,832			17,891			16,622
Other	1,567			2,518			2,387			3,431
Total revenues	53,161			49,511			105,642			96,196
Operating Expenses
Property operating	6,196			5,737			13,927			12,861
Other operating	599			908			2,719			1,595
Real estate taxes	6,419			5,569			12,711			11,239
General and administrative	8,005			6,879			15,537			13,775
Depreciation and amortization	13,903			11,584			27,561			23,171
Impairment of asset	5,000			—			5,000			—
Total operating expenses	40,122			30,677			77,455			62,641
Operating income	13,039			18,834			28,187			33,555
Equity in earnings of unconsolidated affiliates	3,406			1,430			9,999			4,459
Gain on disposition of property of unconsolidated affiliates	17,105			—			17,105			—
Loss on debt extinguishment	(25		)	(66		)	(134		)	(269		)
Gain on disposition of properties	61,841			561			88,984			12,948
Interest and other finance expense	(9,964		)	(9,534		)	(18,785		)	(20,185		)
Income from continuing operations before income tax benefit (provision)	85,402			11,225			125,356			30,508
Income tax benefit (provision)	56			83			(1,361		)	(85		)
Income from continuing operations	85,458			11,308			123,995			30,423
Discontinued Operations
Gain on disposition of property	—			560			—			560
Income from discontinued operations	—			560			—			560
Net income	85,458			11,868			123,995			30,983
Noncontrolling interests
Continuing operations	(58,963		)	57			(80,953		)	2,537
Discontinued operations	—			(461		)	—			(461		)
Net (income) loss attributable to noncontrolling interests	(58,963		)	(404		)	(80,953		)	2,076
Net income attributable to Common Shareholders	$	26,495		$	11,464		$	43,042		$	33,059
Basic and diluted earnings per share	$	0.38		$	0.19		$	0.62		$	0.57

See accompanying notes

2

ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
(dollars in thousands)
Net income	$	85,458		$	11,868		$	123,995		$	30,983
Other comprehensive income (loss)
Unrealized income (loss) on valuation of swap agreements	2,644			(2,782		)	(1,655		)	(5,112		)
Reclassification of realized interest on swap agreements	2,399			936			3,452			1,773
Other comprehensive income (loss)	5,043			(1,846		)	1,797			(3,339		)
Comprehensive income	90,501			10,022			125,792			27,644
Comprehensive income attributable to noncontrolling interests	(60,461		)	(4,640		)	(82,029		)	(2,207		)
Comprehensive income attributable to Common Shareholders	$	30,040		$	5,382		$	43,763		$	25,437

See accompanying notes

3

ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

	Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total Shareholders’ Equity			Noncontrolling Interests			Total Equity
(amounts in thousands, except per share amounts)	Shares	Amount
Balance at December 31, 2014	68,109	$	68	$	1,027,861		$	(4,005	)	$	31,617		$	1,055,541		$	380,416		$	1,435,957
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership	67	—		1,655			—			—			1,655			(1,655		)	—
Issuance of Common Shares, net of issuance costs	624	1		21,079			—			—			21,080			—			21,080
Dividends declared ($0.48 per Common Share)	—	—		—			—			(33,005		)	(33,005		)	(2,363		)	(35,368		)
Employee and trustee stock compensation, net	29	—		452			—			—			452			3,392			3,844
Acquisition of noncontrolling interests	—	—		(662		)	—			—			(662		)	—			(662		)
Noncontrolling interest distributions	—	—		—			—			—			—			(60,907		)	(60,907		)
Noncontrolling interest contributions	—	—		—			—			—			—			30,134			30,134
	68,829	69		1,050,385			(4,005		)	(1,388		)	1,045,061			349,017			1,394,078
Comprehensive (loss) income:
Net income	—	—		—			—			43,042			43,042			80,953			123,995
Unrealized loss on valuation of swap agreements	—	—		—			(1,097		)	—			(1,097		)	(558		)	(1,655		)
Reclassification of realized interest on swap agreements	—	—		—			1,818			—			1,818			1,634			3,452
Total comprehensive income	—	—		—			721			43,042			43,763			82,029			125,792
Balance at June 30, 2015	68,829	$	69	$	1,050,385		$	(3,284	)	$	41,654		$	1,088,824		$	431,046		$	1,519,870

See accompanying notes

4

ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
	Six Months Ended
	June 30,
(dollars in thousands)	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	123,995		$	30,983
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	27,561			23,171
Amortization of financing costs	1,546			1,468
Gain on disposition of properties	(88,984		)	(13,508		)
Impairment of asset	5,000			—
Share compensation expense	3,746			3,833
Equity in earnings of unconsolidated affiliates	(9,999		)	(4,459		)
Gain on disposition of property of unconsolidated affiliates	(17,105		)	—
Distributions of operating income from unconsolidated affiliates	10,035			5,550
Other, net	(2,645		)	(1,737		)
Changes in assets and liabilities
Cash in escrow	(11,505		)	(5,691		)
Rents receivable, net	(2,401		)	(834		)
Prepaid expenses and other assets	7,928			7,570
Accounts payable and accrued expenses	3,828			597
Other liabilities	2,751			(941		)
Net cash provided by operating activities	53,751			46,002
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate	(273,071		)	(107,600		)
Redevelopment and property improvement costs	(105,245		)	(68,311		)
Deferred leasing costs	(4,274		)	(1,224		)
Investments in and advances to unconsolidated affiliates	(6,505		)	(28,100		)
Return of capital from unconsolidated affiliates	5,660			24,326
Proceeds from disposition of property of unconsolidated affiliates	25,604			—
Proceeds from notes receivable	—			11,990
Issuance of notes receivable	(48,200		)	(19,362		)
Proceeds from sale of properties, net	197,882			19,158
Net cash used in investing activities	(208,149		)	(169,123		)

5

ACADIA REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (unaudited)
	Six Months Ended
	June 30,
(dollars in thousands)	2015			2014
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage and other notes	(188,166		)	(132,452		)
Proceeds received from mortgage and other notes	268,761			189,700
Loan proceeds held as restricted cash	30,324			38,513
Deferred financing and other costs	(2,746		)	(2,033		)
Capital contributions from noncontrolling interests	30,134			31,046
Distributions to noncontrolling interests	(64,648		)	(56,730		)
Dividends paid to Common Shareholders	(53,270		)	(25,814		)
Proceeds from issuance of Common Shares, net of issuance costs of $522 and $1,495, respectively	21,080			88,499
Net cash provided by financing activities	41,469			130,729
(Decrease) increase in cash and cash equivalents	(112,929		)	7,608
Cash and cash equivalents, beginning of period	217,580			79,189
Cash and cash equivalents, end of period	$	104,651		$	86,797
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net of capitalized interest of $7,465 and $6,095, respectively	$	22,735		$	23,486
Cash paid for income taxes	$	1,573		$	316
Supplemental disclosure of non-cash investing activities
Acquisition of real estate through assumption of debt	$	90,765		$	—
Disposition of real estate through cancellation of debt	$	—		$	(22,865	)
Acquisition of real estate through conversion of notes receivable	$	6,886		$	38,000
Acquisition of real estate through assumption of restricted cash	$	28,192		$	—
Disposition of air rights through issuance of notes receivable	$	(29,793	)	$	—

See accompanying notes

6

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Business and Organization

Acadia Realty Trust (the "Trust") and subsidiaries (collectively, the "Company"), is a fully-integrated equity real estate investment trust ("REIT") focused on the ownership, acquisition, redevelopment and management of high-quality 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 June 30, 2015, the Trust controlled approximately 95% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest ("Common OP Units" or "Preferred OP Units") and employees who have been awarded restricted OP units ("LTIP Units") as long-term incentive compensation (Note 12). Limited partners holding Common OP Units are generally entitled to exchange their units on a one-for-one basis for common shares of beneficial interest of the Trust ("Common Shares").

As of June 30, 2015, the Company has ownership interests in 89 properties within its core portfolio, which consist of those properties either wholly owned, or partially owned through joint venture interests, by the Operating Partnership, or subsidiaries thereof, not including those properties owned through its opportunity funds (the "Core Portfolio"). The Company also has ownership interests in 56 properties within its four opportunity funds, Acadia Strategic Opportunity Fund, L.P. ("Fund I"), Acadia Strategic Opportunity Fund II, LLC ("Fund II"), Acadia Strategic Opportunity Fund III LLC ("Fund III") and Acadia Strategic Opportunity Fund IV LLC ("Fund IV" and together with Funds I, II and III, the "Funds"). The 145 Core Portfolio and Fund properties consist of commercial properties, which are primarily high-quality urban and/or street retail properties, community shopping centers and mixed-use properties with a retail component. Fund I and Fund II also include investments in operating companies through Acadia Mervyn Investors I, LLC ("Mervyns I"), Acadia Mervyn Investors II, LLC ("Mervyns II") and, in certain instances, directly through Fund II, all on a non-recourse basis. These investments comprise and are referred to as the Company's Retailer Controlled Property Initiative ("RCP Venture").

The Operating Partnership is the sole general partner or managing member of the Funds, Mervyns I and Mervyns II and earns fees or priority distributions for asset management, property management, construction, redevelopment, leasing and legal services. Cash from the Funds and RCP Venture is distributed pro-rata to the respective partners and members (including the Operating Partnership) until each receives a certain cumulative return ("Preferred Return"), and the return of all capital contributions. Thereafter, remaining cash flow is distributed 20% to the Operating Partnership ("Promote") and 80% to the partners or members (including the Operating Partnership).

Following is a table summarizing the general terms and the Operating Partnership's equity interests in the Funds and Mervyns I and II:

Entity	Formation Date	Operating Partnership Share of Capital	Fund Size	Capital Called as of June 30, 2015 (3)	Unfunded Commitment	Equity Interest Held By Operating Partnership	Preferred Return	Total Distributions as of June 30, 2015 (3)
Fund I and Mervyns I (1)	9/2001	22.22%	$90.0	$86.6	$—	37.78%	9%	$194.4
Fund II and Mervyns II (2)	6/2004	20.00%	300.0	300.0	47.1	20.00%	8%	131.6
Fund III	5/2007	19.90%	502.5	381.6	68.4	19.90%	6%	429.1
Fund IV	5/2012	23.12%	540.6	179.4	361.2	23.12%	6%	101.9

7

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.ORGANIZATION AND BASIS OF PRESENTATION (continued)

Notes:

(1) Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions.

(2) During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects.

(3) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares.

Basis of Presentation

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

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods. Such adjustments consisted of normal recurring items. These consolidated financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K, as filed with the SEC on February 20, 2015.

Reclassifications

Certain reclassifications have been made to the 2014 financial statements to conform to the 2015 presentation.

Real Estate

The Company reviews its long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. During the quarter ended June 30, 2015, as a result of the loss of a key anchor tenant, one of the properties in the Company's Brandywine Portfolio, in which an unaffiliated third party has a 77.78% noncontrolling interest, did not generate sufficient cash flow to meet the full debt service requirements leading to a default on the mortgage loan. Management performed an analysis and determined that the carrying amount of this property was not recoverable. Accordingly, the Company recorded an impairment charge of $5.0 million, which is included in the statement of income for the six months ended June 30, 2015. The Operating Partnership's share of this charge, net of the noncontrolling interest, was $1.1 million. The property is collateral for $26.3 million of non-recourse mortgage debt which matures July 1, 2016. Management does not believe that the carrying values of any of its other properties are impaired as of June 30, 2015.

8

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.ORGANIZATION AND BASIS OF PRESENTATION (continued)

Recent Accounting Pronouncements

During April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software." ASU 2015-05 provides guidance to help an entity evaluate the accounting for fees paid in a cloud computing arrangement. ASU 2015-05 is effective for periods beginning after December 15, 2015, with early adoption permitted and may be applied either prospectively or retrospectively. ASU 2015-05 is not expected to have a material impact on the Company's consolidated financial statements.

During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. ASU 2015-03 is not expected to have a material impact on the Company's consolidated financial statements.

During February 2015, the FASB issued ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis." ASU 2015-02 (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE’s"), (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) affects the consolidation analysis of reporting entities that are involved with VIE’s, particularly those with fee arrangements and related party relationships. ASU 2015-02 is effective for periods beginning after December 15, 2015, with early adoption permitted. The Company is in the process of evaluating the impact the adoption of ASU 2015-02 will have on the consolidated financial statements.

During January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items." ASU 2015-01 eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. ASU 2015-01 is effective for periods beginning after December 15, 2015. ASU 2015-01 is not expected to have a material impact on the Company's consolidated financial statements.

2.    EARNINGS PER COMMON SHARE

Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted average Common Shares outstanding. At June 30, 2015, the Company has unvested LTIP Units (Note 12) which provide for non-forfeitable rights to dividend equivalent payments. Accordingly, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share pursuant to the two-class method.

Diluted earnings per Common Share reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted share unit ("Restricted Share Units") and share option awards issued under the Company's Share Incentive Plans (Note 12). The effect of the assumed conversion of 188 Series A Preferred OP Units into 25,067 Common Shares would be dilutive and therefore are included in the computation of diluted earnings per share for the three months ended June 30, 2015 and for the six months ended June 30, 2015 and June 30, 2014. Conversely, the assumed conversion of these would be anti-dilutive and are therefore not included in the computation of diluted earnings per share for the three months ended June 30, 2014.

The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share.

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated:

9

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

2.    EARNINGS PER COMMON SHARE (continued)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands, except per share amounts)	2015			2014			2015			2014
Numerator
Income from continuing operations	$	26,495		$	11,365		$	43,042		$	32,960
Less: net income attributable to participating securities	(238		)	(197		)	(478		)	(585		)
Income from continuing operations, net of income attributable to participating securities	26,257			11,168			42,564			32,375
Denominator
Weighted average shares for basic earnings per share	68,825			58,013			68,561			56,989
Effect of dilutive securities:
Employee Restricted Share Units and share options	19			19			30			28
Convertible Preferred OP Units	25			—			25			25
Denominator for diluted earnings per share	68,869			58,032			68,616			57,042
Basic and diluted earnings per Common Share from continuing operations attributable to Common Shareholders	$	0.38		$	0.19		$	0.62		$	0.57

3. SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

For the six months ended June 30, 2015, the Company issued 0.6 million Common Shares under its at-the-market ("ATM") equity program, generating gross proceeds of $21.6 million and net proceeds of $21.1 million.

The net proceeds from the Company's ATM equity programs have been, and are anticipated to be, used by the Company primarily to fund Core Portfolio acquisitions, its capital contributions to the Funds and for general corporate purposes.

Noncontrolling interests represent the portion of equity in entities consolidated in the accompanying consolidated financial statements that the Company does not own. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity, separately from shareholders' equity, and include third party interests in the Company’s Funds and other entities. It also includes interests in the Operating Partnership which represent (i) the limited partners’ 2,961,517 and 2,988,277 Common OP Units at June 30, 2015 and December 31, 2014; (ii) 188 Series A Preferred OP Units at June 30, 2015 and December 31, 2014; and (iii) 929,169 and 675,367 LTIP Units at June 30, 2015 and December 31, 2014, respectively.

10

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE

Acquisitions

During 2015, the Company acquired the following properties through its Core Portfolio, Fund II, and Fund IV:

(dollars in thousands)
Property	GLA	Percent Owned		Type	Month of Acquisition	Purchase Price		Location	Assumption of Debt
Core Portfolio:
City Center	205,000	100	%	Urban Retail Center	March	$	155,000	San Fransisco, CA	$	—
163 Highland Avenue	40,500	100	%	Suburban Shopping Center	March	24,000		Needham, MA	9,765
Route 202 Shopping Center (1)	20,000	100	%	Suburban Shopping Center	April	5,643		Wilmington, DE	—
Total Core Portfolio	265,500					$	184,643		$	9,765
Fund II:
City Point - Tower I (2)	—	95	%	Urban Development	May	$	100,800	Brooklyn, NY	$	81,000
Total Fund II	—					$	100,800		$	81,000
Fund IV:
1035 Third Avenue (3)	53,294	100	%	Street Retail	January	$	51,036	New York, NY	$	—
801 Madison Avenue	6,375	100	%	Street Retail	April	33,000		New York, NY	—
Total Fund IV	59,669					$	84,036		$	—
Total	325,169					$	369,479		$	90,765

Notes:

(1) Purchase price represents the 77.78% interest acquired from an unaffiliated third party.

(2) Fund II previously held a 52% interest in this unconsolidated affiliate. In connection with the disposition of Phase III of this project discussed below, Fund II acquired an additional 43% interest in Tower I of this development project. In total, Fund II now owns 95% of this investment, which is a residential project anticipated to include 250 residential units.

(3) GLA includes a portion of office space and a below-grade operator controlled parking garage.

In addition, during the second quarter, the Company acquired the remaining 10% interest in a property from an unaffiliated joint venture partner in exchange for $4.2 million, including the conversion of a $1.9 million note receivable (Note 6).

The Company expensed $0.7 million of acquisition costs for the six months ended June 30, 2015, related to the Core Portfolio and $2.0 million of acquisition costs for the six months ended June 30, 2015, related to Fund IV.

Purchase Price Allocations

With the exception of the acquisition of City Point - Tower I, which was an asset acquisition, the above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and assumed liabilities based on their estimated fair values 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.

11

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued)

Acquisitions (continued)

The following table summarizes the Company's preliminary allocations of the purchase prices of assets acquired and liabilities assumed during 2015 which have yet to be finalized:

(dollars in thousands)	Preliminary Purchase Price Allocations
Land	$	65,759
Buildings and improvements	204,532
Above-below market debt assumed (included in Mortgage and other notes payable)	(9,765		)
Total consideration	$	260,526

During 2014, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired and liabilities assumed based on provisional measurements of fair value. During 2015, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. The following table summarizes the preliminary allocations of the purchase prices of these properties as recorded as of December 31, 2014, and the finalized allocations as adjusted as of June 30, 2015:

(dollars in thousands)	Purchase Price Allocations as Originally Reported		Adjustments			Finalized Purchase Price Allocations
Land	$	43,820	$	16,751		$	60,571
Buildings and improvements	126,955		(21,578		)	105,377
Acquisition-related intangible assets (in Acquired lease intangibles, net)	—		9,836			9,836
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)	—		(5,009		)	(5,009		)
Total consideration	$	170,775	$	—		$	170,775

Dispositions

During 2015, the Company disposed of the following properties:

(dollars in thousands)
Dispositions	GLA	Sale Price		Gain on Sale		Month Sold	Owner
Lincoln Park Centre	61,761	$	64,000	$	27,143	January	Fund III
White City Shopping Center (1)	249,549	96,750		17,105		April	Fund III
City Point - Air Rights (2)	—	115,600		49,884		May	Fund II
Liberty Avenue	26,117	24,000		11,957		May	Fund II
Total	337,427	$	300,350	$	106,089

Note:

(1) Fund III's White City Shopping Center was unconsolidated and as such, the Company's share of gains related to this sale is included in gain on disposition of property of unconsolidated affiliates in the 2015 Consolidated Statement of Income.

(2) Represents the disposition of air rights at Phase III of Fund II's City Point project.

12

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (continued)

Properties Held For Sale

At June 30, 2015, no assets were held for sale. At December 31, 2014, The Company had two properties classified as held-for-sale.

5.    INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Core Portfolio

The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York ("Crossroads"), a 50% interest in an approximately 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio") and a 88.43% tenancy-in-common interest in an 87,000 square foot retail property located in Chicago, Illinois. Due to the level of operating control maintained by the unaffiliated partners in these investments, they are accounted for under the equity method.

During the quarter, the Company acquired the remaining 77.78% outstanding interest of an approximately 20,000 square foot retail property located in Wilmington, Delaware ("Route 202 Shopping Center") that was previously accounted for under the equity method from an unaffiliated partner. As a result of the transaction, the Company now consolidates this investment.

Funds

RCP Venture

The Funds, together with two unaffiliated partners formed an investment group, the RCP Venture, for the purpose of making investments in surplus or underutilized properties owned by retailers and, in some instances, the retailers' operating company. The RCP Venture is neither a single entity nor a specific investment and the Company has no control or rights with respect to the formation and operation of these investments. The Company has made these investments through its subsidiaries, Mervyns I, Mervyns II and Fund II, (together the "Acadia Investors"), all on a non-recourse basis. Through June 30, 2015, the Acadia Investors have made investments in Mervyns Department Stores ("Mervyns") and Albertsons including additional investments in locations that are separate from these original investments ("Add-On Investments"). Additionally, they have invested in Shopko, Marsh and Rex Stores Corporation (collectively "Other RCP Investments"). The Company accounts for its investments in Mervyns and Albertsons on the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control. The Company accounts for its investments in its Add-On Investments and Other RCP Investments on the cost method as it does not have any influence over such entities' operating and financial policies nor any rights with respect to the control and operation of these entities. During the six months ended June 30, 2015, the Company received distributions from its RCP Venture of $5.7 million, of which the Operating Partnership's aggregate share was $1.2 million.

The following table summarizes activity related to the RCP Venture investments from inception through June 30, 2015:

13

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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

(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	$	48,547	$	4,901	$	11,801
Mervyns Add-On investments	2005/2008	7,547		9,272		1,252		2,017
Albertsons	2006	20,717		81,594		4,239		16,318
Albertsons Add-On investments	2006/2007	2,416		4,864		388		972
Shopko	2006	1,110		3,358		222		672
Marsh and Add-On investments	2006/2008	2,667		2,941		533		588
Rex Stores	2007	2,701		4,727		535		946
		$	63,216	$	155,303	$	12,070	$	33,314

Other Fund Investments

During April 2015, Fund III's White City Shopping Center was sold for $96.8 million. Fund III's $17.3 million share of the gain was recognized in gain on disposition of property of unaffiliated affiliates within the Consolidated Statements of Income.

The unaffiliated partners in Fund III's investments in Parkway Crossing and Arundel Plaza as well as Fund IV's investments in 1701 Belmont Avenue, 2819 Kennedy Boulevard, Promenade at Manassas, Eden Square and the Broughton Street Portfolio, maintain control over these entities. The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control.

Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required. The Company accounts for this investment using the equity method of accounting.

Summary of Investments in Unconsolidated Affiliates

The following Combined and Condensed Balance Sheets and Statements of Income summarize the financial information of the Company’s investments in unconsolidated affiliates:

(dollars in thousands)	June 30, 2015			December 31, 2014
Combined and Condensed Balance Sheets
Assets
Rental property, net	$	322,352		$	387,739
Real estate under development	—			60,476
Investment in unconsolidated affiliates	7,548			11,154
Other assets	59,917			62,862
Total assets	$	389,817		$	522,231
Liabilities and partners’ equity
Mortgage notes payable	$	266,109		$	315,897
Other liabilities	17,714			66,116
Partners’ equity	105,994			140,218
Total liabilities and partners’ equity	$	389,817		$	522,231
Company’s investment in and advances to unconsolidated affiliates	$	166,632		$	184,352
Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates	$	(13,161	)	$	(12,564	)

14

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2015			2014			2015			2014
Combined and Condensed Statements of Income
Total revenues	$	10,342		$	12,247		$	22,015		$	24,352
Operating and other expenses	(3,102		)	(5,503		)	(6,833		)	(9,318		)
Interest and other finance expense	(2,259		)	(2,975		)	(4,897		)	(5,500		)
Equity in earnings (losses) of unconsolidated affiliates	—			—			66,655			(328		)
Depreciation and amortization	(2,787		)	(3,475		)	(5,037		)	(6,181		)
Loss on debt extinguishment	—			—			—			(187		)
Gain on disposition of property	25,208			239			25,208			239
Net income	$	27,402		$	533		$	97,111		$	3,077
Company’s share of net income	$	20,609		$	1,528		$	27,300		$	4,655
Amortization of excess investment	(98		)	(98		)	(196		)	(196		)
Company’s equity in earnings of unconsolidated affiliates	$	20,511		$	1,430		$	27,104		$	4,459

15

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6.    STRUCTURED FINANCINGS, NET

As of June 30, 2015, the Company’s structured financing portfolio, net consisted of notes receivable and preferred equity investments, aggregating $168.9 million. These investments were collateralized either by underlying properties, the borrowers' ownership interests in the entities that own properties and/or by the borrowers' personal guarantee subject, as applicable, to senior liens, as follows:

(dollars in thousands)
Description	Notes	Effective interest rate (1)	First Priority liens	Net Carrying Amounts of Structured Financing Investments as of June 30, 2015		Net Carrying Amounts of Structured Financing Investments as of December 31, 2014		Maturity date	Extension Options
First Mortgage Loan		7.7%		$	12,000	$	12,000	7/15/2015
Mezzanine Loan		12.7%	18,900	8,000		8,000		10/3/2015
First Mortgage Loan		8.8%		7,500		7,500		10/31/2015	1 x 12 Months
Zero Coupon Loan	(2) (3)	24.0%	166,200	—		4,986		1/3/2016
First Mortgage Loan		5.5%		4,000		4,000		4/1/2016	1 x 6 Months
First Mortgage Loan	(4)	6.0%		15,000		—		5/1/2016	1 x 12 Months
Preferred Equity		13.5%		4,000		4,000		5/9/2016
Other	(5)	17.0%		6,500		—		6/1/2016
Other		18.0%		3,607		3,307		7/1/2017
Preferred Equity		8.1%	20,855	13,000		13,000		9/1/2017
First Mortgage Loan	(6)	LIBOR + 7.1%		26,000		—		6/25/2018	1 x 12 Months
Zero Coupon Loan	(2) (7)	2.5%		29,793		—		5/31/2020
Mezzanine Loan		15.0%		30,879		30,879		11/9/2020
Other		LIBOR + 2.5%		—		4,000		12/30/2020
Mezzanine Loan	(8)	10.0%	87,477	7,983		7,983		Demand
Individually less than 3%	(9) (10) (11)	11.6%		669		2,631		12/31/2015
Total				$	168,931	$	102,286

Notes:

(1) Includes origination and exit fees

(2) The principal balance for this accrual-only loan is increased by the interest accrued.

(3) During April 2015, the Company converted a $5.6 million loan into an equity interest in a shopping center (Note 4).

(4) During May 2015, the Company made a $15.0 million loan, which is collateralized by a property, bears interest at 6.0% and matures May 1, 2016.

(5) During June 2015, the Company made a $6.5 million loan, which bears interest at 17.0% and matures June 1, 2016.

(6) During June 2015, the Company made a $26.0 million loan, which is collateralized by a property, bears interest at LIBOR + 7.1% and matures June 25, 2018.

16

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6. STRUCTURED FINANCINGS, NET (continued)

(7) During June 2015, the Company made a $29.8 million loan in connection with the disposition of City Point's Phase III (Note 4), which is collateralized by the purchaser's interest of the property. The loan bears interest at 2.5% and matures May 31, 2020.

(8) Comprised of three cross-collateralized loans from one borrower, which are non-performing. Subsequent to June 30, 2015, these notes were repaid in full (Note 13).

(9) Consists of one loan as of June 30, 2015.

(10) During February 2015, the Company advanced an additional $0.4 million on this loan collateralized by a property.

(11) During June 2015, the Company converted a $1.9 million loan into an equity interest in the remaining 10% of 152-154 Spring Street (Note 4).

The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company's loan in relation to other debt secured by the collateral and the prospects of the borrower. As of June 30, 2015, the Company held three non-performing notes.

7. DERIVATIVE FINANCIAL INSTRUMENTS

As of June 30, 2015, the Company's derivative financial instruments consisted of 14 interest rate swaps with an aggregate notional value of $207.9 million, which effectively fix the London Inter-Bank Offer Rate ("LIBOR") at rates ranging from 1.4% to 3.8% and mature between July 2018 and March 2025. The Company also has four derivative financial instruments with an aggregate notional value of $139.0 million which cap LIBOR at rates ranging from 3.0% to 4.3% and mature between July 2015 and April 2018. The fair value of these derivative instruments that represent liabilities are included in other liabilities in the Consolidated Balance Sheets and totaled $4.0 million and $4.6 million at June 30, 2015 and December 31, 2014, respectively. The fair value of these derivative instruments representing assets are included in prepaid expenses and other assets in the Consolidated Balance Sheets and totaled $0.3 million and $0.2 million at June 30, 2015 and December 31, 2014. The notional value does not represent exposure to credit, interest rate, or market risks.

These derivative instruments have been designated as cash flow hedges and hedge the future cash outflows of variable-rate interest payments on mortgage and other debt. Such instruments are reported at their fair values as stated above. As of June 30, 2015 and December 31, 2014, unrealized losses totaling $(3.3) million and $(4.0) million, respectively, were reflected in accumulated other comprehensive loss on the Consolidated Balance Sheets.

As of June 30, 2015 and December 31, 2014, no derivatives were designated as fair value hedges, hedges of net investments in foreign operations or considered to be ineffective. Additionally, the Company does not use derivatives for trading or speculative purposes.

17

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8. MORTGAGE AND OTHER NOTES PAYABLE

The Company completed the following transactions related to mortgage and other notes payable and credit facilities during the six months ended June 30, 2015:

Secured Debt:

(dollars in thousands)			Borrowings				Repayments
Property	Date	Description	Amount		Interest Rate	Maturity Date	Amount		Interest Rate
1035 Third Avenue	January	New Borrowing	$	42,000	LIBOR+2.35%	1/28/2021	$	—
Lincoln Park Centre	January	Repayment					28,000		LIBOR+1.45%
163 Highland Avenue	March	Assumption	9,765		4.66%	3/1/2024
Broughton Street Portfolio (1)	May	New Borrowing	20,000		LIBOR+3.00%	5/5/2016
City Point	June	Assumption	19,000		1.25%	12/1/2016
City Point	June	Assumption	62,000		SIFMA+1.60%	12/1/2016
City Point	June	Repayment					20,650		LIBOR+4.00%
17 E. 71st Street	June	New Borrowing	19,000		LIBOR+1.90%	6/9/2020
Crescent Plaza	June	Repayment					16,326		4.98%
Total			$	171,765			$	64,976

Notes:

(1) This loan is collateralized by properties in an unconsolidated joint venture. Fund IV has fully indemnified the unaffiliated joint venture partner and as such, this loan is included as consolidated debt.

Unsecured Debt:

During the six months ended June 30, 2015, the Company redeemed the remaining $0.4 million of its outstanding convertible notes at par value.

During the six months ended June 30, 2015, the Company borrowed $83.5 million on its unsecured credit facility. The outstanding balance under this facility is $83.5 million as of June 30, 2015.

During the six months ended June 30, 2015, the Company repaid $54.7 million on its Fund IV subscription line. The outstanding balance under this facility is $22.4 million as of June 30, 2015.

During May 2015, Fund II closed on a $25.0 million unsecured credit facility. At closing, Fund II drew $12.5 million. The facility bears interest at LIBOR plus 275 basis points, bears an unused fee of 275 basis points if the amount drawn is less than $12.5 million. The loan matures October 19, 2016. Along with a guarantee with respect to customary non-recourse carve outs, the Operating Partnership, as the managing member of Fund II, has provided a guarantee of principal, interest and fees upon a default as a result of Fund II’s breach of certain specified financial covenants.

During March 2015, Fund IV closed on a $50.0 million unsecured credit facility. The current balance outstanding at June 30, 2015 is $34.5 million. The facility bears interest at LIBOR plus 275 basis points, bears an unused fee of 100 basis points if the unused amount is greater than $20.0 million and an unused fee of 275 basis points if the unused amount is less than $20.0 million. The loan matures February 9, 2017 with one6-month extension option. Along with a guarantee with respect to customary non-recourse carve outs, the Operating Partnership, as the managing member of Fund IV, has provided a guarantee of principal, interest and fees upon a default as a result of Fund IV’s breach of certain specified financial covenants.

18

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

9.    FAIR VALUE MEASUREMENTS

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

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2015:

(dollars in thousands)	Level 1		Level 2		Level 3
Assets
Derivative financial instruments (Note 7)	$	—	$	289	$	—
Liabilities
Derivative financial instruments (Note 7)	$	—	$	3,997	$	—

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

During the quarter ended June 30, 2015, the Company determined that the value of one of the properties in its Brandywine Portfolio was impaired and recorded an impairment loss of $5.0 million (Note 1), of which the Operating Partnership's pro-rata share was $1.1 million. The Company estimated the fair value by using projected future cash flows, which it determined were not sufficient to recover the property's net book value. The inputs used to determine this fair value are classified within Level 3 of the hierarchy.

Financial Instruments

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

The Company has determined the estimated fair values of the following financial instruments within Level 2 of the hierarchy by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date:

(dollars in thousands)	June 30, 2015				December 31, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Notes receivable and preferred equity investments, net	$	168,931	$	168,931	$	102,286	$	102,286
Mortgage and other notes payable	$	1,326,667	$	1,345,446	$	1,130,481	$	1,141,371

10.    RELATED PARTY TRANSACTIONS

The Company earned property management fees, construction, legal and leasing fees from its investments in unconsolidated affiliates totaling $0.07 million and $0.06 million for the three months ended June 30, 2015 and 2014, respectively, and $0.18 million and $0.04 million for the six months ended June 30, 2015 and 2014, respectively.

19

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11.    SEGMENT REPORTING

The Company has three reportable segments: Core Portfolio, Funds and Structured Financing. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Investments in the Core Portfolio are typically held long-term. Given the contemplated finite life of the Funds, these investments are typically held for shorter terms. Fees earned by the Company as the general partner/managing member of the Funds are eliminated in the Company's consolidated financial statements. Structured Financing represents the Company's investments in notes receivable and preferred equity. The following tables set forth certain segment information for the Company, as of and for the three and six months ended June 30, 2015 and 2014, and does not include unconsolidated affiliates:

Three Months Ended June 30, 2015

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	37,593		$	11,583		$	3,985	$	53,161
Property operating expenses, other operating and real estate taxes	(8,235		)	(4,979		)	—		(13,214		)
General and administrative expenses	(7,397		)	(608		)	—		(8,005		)
Depreciation and amortization	(10,568		)	(3,335		)	—		(13,903		)
Impairment of asset	(5,000		)	—			—		(5,000		)
Operating income	6,393			2,661			3,985		13,039
Equity in earnings of unconsolidated affiliates	699			2,707			—		3,406
Gain on disposition of property of unconsolidated affiliates	—			17,105			—		17,105
Loss on debt extinguishment	—			(25		)	—		(25		)
Gain on disposition of properties	—			61,841			—		61,841
Interest and other finance expense	(7,329		)	(2,635		)	—		(9,964		)
Income tax benefit (provision)	75			(19		)	—		56
Net (loss) income	$	(162	)	$	81,635		$	3,985	$	85,458
Noncontrolling interests
Net loss (income) attributable to noncontrolling interests	$	2,205		$	(61,168	)	$	—	$	(58,963	)
Net income attributable to Common Shareholders	$	2,043		$	20,467		$	3,985	$	26,495
Real Estate at Cost	$	1,553,174		$	1,025,406		$	—	$	2,578,580
Total Assets	$	1,650,555		$	1,154,213		$	168,931	$	2,973,699
Acquisition of Real Estate	$	—		$	52,800		$	—	$	52,800
Investment in Redevelopment and Improvements	$	3,271		$	61,480		$	—	$	64,751

20

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11.    SEGMENT REPORTING (continued)

Three Months Ended June 30, 2014

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	30,535		$	13,934		$	5,042	$	49,511
Property operating expenses, other operating and real estate taxes	(7,587		)	(4,627		)	—		(12,214		)
General and administrative expenses	(6,238		)	(641		)	—		(6,879		)
Depreciation and amortization	(8,300		)	(3,284		)	—		(11,584		)
Operating income	8,410			5,382			5,042		18,834
Equity in earnings of unconsolidated affiliates	227			1,203			—		1,430
Loss on debt extinguishment	(3		)	(63		)	—		(66		)
Gain on disposition of property	—			561			—		561
Interest and other finance expense	(6,627		)	(2,907		)	—		(9,534		)
Income tax benefit (provision)	91			(8		)	—		83
Income from continuing operations	2,098			4,168			5,042		11,308
Discontinued operations
Gain on disposition of property	—			560			—		560
Net income	$	2,098		$	4,728		$	5,042	$	11,868
Noncontrolling interests
Continuing operations	$	(1,036	)	$	1,093		$	—	$	57
Discontinued operations	(4		)	(457		)	—		(461		)
Net (income) loss attributable to noncontrolling interests	$	(1,040	)	$	636		$	—	$	(404	)
Net income attributable to Common Shareholders	$	1,058		$	5,364		$	5,042	$	11,464
Real Estate at Cost	$	1,184,956		$	797,673		$	—	$	1,982,629
Total Assets	$	1,153,586		$	1,122,303		$	96,307	$	2,372,196
Acquisition of Real Estate	$	17,100		$	—		$	—	$	17,100
Investment in Redevelopment and Improvements	$	754		$	30,052		$	—	$	30,806

21

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11.    SEGMENT REPORTING (continued)

Six Months Ended June 30, 2015

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	73,186		$	25,063		$	7,393	$	105,642
Property operating expenses, other operating and real estate taxes	(17,926		)	(11,431		)	—		(29,357		)
General and administrative expenses	(14,208		)	(1,329		)	—		(15,537		)
Depreciation and amortization	(20,475		)	(7,086		)	—		(27,561		)
Impairment of asset	(5,000		)	—			—		(5,000		)
Operating income	15,577			5,217			7,393		28,187
Equity in earnings of unconsolidated affiliates	1,133			8,866			—		9,999
Gain on disposition of property of unconsolidated affiliates	—			17,105			—		17,105
Loss on debt extinguishment	—			(134		)	—		(134		)
Gain on disposition of property	—			88,984			—		88,984
Interest and other finance expense	(13,797		)	(4,988		)	—		(18,785		)
Income tax provision	(405		)	(956		)	—		(1,361		)
Net income	$	2,508		$	114,094		$	7,393	$	123,995
Noncontrolling interests
Net loss (income) attributable to noncontrolling interests	$	2,026		$	(82,979	)	$	—	$	(80,953	)
Net income attributable to Common Shareholders	$	4,534		$	31,115		$	7,393	$	43,042
Real Estate at Cost	$	1,553,174		$	1,025,406		$	—	$	2,578,580
Total Assets	$	1,650,555		$	1,154,213		$	168,931	$	2,973,699
Acquisition of Real Estate	$	169,235		$	103,836		$	—	$	273,071
Investment in Redevelopment and Improvements	$	9,624		$	95,621		$	—	$	105,245

22

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11.    SEGMENT REPORTING (continued)

Six Months Ended June 30, 2014

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	60,684		$	26,576		$	8,936	$	96,196
Property operating expenses, other operating and real estate taxes	(15,493		)	(10,202		)	—		(25,695		)
General and administrative expenses	(12,651		)	(1,124		)	—		(13,775		)
Depreciation and amortization	(16,633		)	(6,538		)	—		(23,171		)
Operating income	15,907			8,712			8,936		33,555
Equity in earnings of unconsolidated affiliates	323			4,136			—		4,459
Loss on debt extinguishment	(3		)	(266		)	—		(269		)
Gain on disposition of property	12,387			561			—		12,948
Interest and other finance expense	(13,510		)	(6,675		)	—		(20,185		)
Income tax provision	(13		)	(72		)	—		(85		)
Income from continuing operations	15,091			6,396			8,936		30,423
Discontinued operations
Gain on disposition of property	—			560			—		560
Net income	15,091			6,956			8,936		30,983
Noncontrolling interests
Continuing operations	(1,453		)	3,990			—		2,537
Discontinued operations	(4		)	(457		)	—		(461		)
Net (income) loss attributable to noncontrolling interests	(1,457		)	3,533			—		2,076
Net income attributable to Common Shareholders	$	13,634		$	10,489		$	8,936	$	33,059
Real Estate at Cost	$	1,184,956		$	797,673		$	—	$	1,982,629
Total Assets	$	1,153,586		$	1,122,303		$	96,307	$	2,372,196
Acquisition of Real Estate	$	107,600		$	—		$	—	$	107,600
Investment in Redevelopment and Improvements	$	2,182		$	66,129		$	—	$	68,311

23

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12.    LONG-TERM INCENTIVE COMPENSATION

During the six months ended June 30, 2015, the Company issued 247,863 LTIP Units and 8,640 Restricted Share Units to employees of the Company pursuant to its Amended and Restated 2006 Share Incentive Plan (the "Share Incentive Plan"). These awards were measured at their fair value on the grant date, which was established as the market price of the Company's Common Shares as of the close of trading on the day preceding the grant date. The value of the above Restricted Share Units and LTIP Units will be recognized as compensation expense over the vesting period. Compensation expense of $0.4 million and $0.9 million has been recognized in the accompanying consolidated statements of income related to these awards for the three and six months ended June 30, 2015, respectively. Total long-term incentive compensation expense, including the expense related to the above-mentioned plans, was $1.7 million and $1.6 million for the three months ended June 30, 2015 and 2014, respectively, and $3.5 million and $3.0 million for the six months ended June 30, 2015 and 2014, respectively.

In addition, members of the Board of Trustees (the "Board") have been issued units under the Share Incentive Plan. During the quarter ended June 30, 2015 the Company issued 14,179 Restricted Shares and 6,986 LTIP Units to Trustees of the Company in connection with Trustee fees. Vesting with respect to 6,469 of the Restricted Shares and 4,416 of the LTIP Units will be on the first anniversary of the date of issuance and 7,710 of the Restricted Shares and 2,570 of the LTIP Unites vest over three years with 33% vesting on each of the next three anniversaries of the issuance date. The Restricted Shares 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. Trustee fee expense related to this issuance was $0.03 million for the three months ended June 30, 2015.

In 2009, the Company adopted the Long Term Investment Alignment Program (the "Program") pursuant to which the Company may award units primarily to senior executives which would entitle them to receive up to 25% of any future Fund III Promote or Fund IV Promote when and if such Promotes are ultimately realized. The Company has awarded all of the units under the Program related to the Fund III Promote and 20% of the units related to the Fund IV Promote. During the quarter ended June 30, 2015, the Company amended the Program to require Board approval for all amounts paid in connection with units awarded to senior executives. Compensation relating to these awards will be recognized in each reporting period in which Board approval is granted.

This amendment to the Program was not applicable to awards issued to non-senior executives of the Company. In accordance with ASC Topic 718, "Compensation - Stock Compensation," compensation relating to these non-senior executive awards will be recorded based on the change in the estimated fair value at each reporting period. During the quarter ended June 30, 2015, compensation expense of $0.7 million was recognized in connection with the Fund III awards and the units awarded in connection with Fund IV were determined to have no value.

13.SUBSEQUENT EVENTS

During July 2015, the Company received a repayment of $9.8 million, representing the full principal repayment on an $8.0 million note receivable and $1.8 million of accrued interest.

During July 2015, the Company received a repayment of $12.0 million related to three non-performing loans. These loans had an aggregate carrying value of $8.0 million as of June 30, 2015.

24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is based on our consolidated financial statements as of June 30, 2015 and 2014 and for each of the three and six months then ended. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto ("Notes to Consolidated Financial Statements").

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results performance or achievements expressed or implied by such forward-looking statements. Such factors are set forth under the heading "Item 1A. Risk Factors" in our Form 10-K for the year ended December 31, 2014 (our "2014 Form 10-K") and include, among others, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability and creditworthiness of prospective tenants, lease rents and the availability of financing; adverse changes in our real estate markets, including, among other things, competition with other companies; risks of real estate development, acquisition and investment; risks related to our use of leverage; demands placed on our resources due to the growth of our business; risks related to operating through a partnership structure; our limited control over joint venture investments; the risk of loss of key members of management; uninsured losses; REIT distribution requirements and ownership limitations; concentration of ownership by certain institutional investors; governmental actions and initiatives; and environmental/safety requirements. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-Q.

OVERVIEW

Our primary business objective is to acquire and manage commercial retail properties that will provide cash for distributions to shareholders while also creating the potential for capital appreciation to enhance investor returns. We focus on the following fundamentals to achieve this objective:

• Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas. Our goal is to create value through accretive redevelopment and re-tenanting activities within our existing portfolio and grow this platform through the acquisition of high-quality assets that have the long-term potential to outperform the asset class.

• Generate additional growth through our Funds in which we co-invest with high-quality institutional investors. Our Fund strategy focuses on opportunistic yet disciplined acquisition with high inherent opportunity for the creation of additional value, execution on this opportunity and the realization of value through the sale of these assets. In connection with this strategy, we focus on:

◦ value-add investments in street retail properties, located in established and "next generation" submarkets, with re-tenanting or repositioning opportunities,

◦ opportunistic acquisitions of well-located real estate anchored by distressed retailers, and

◦ other opportunistic acquisitions, which vary based on market conditions and may include high-yield acquisitions and purchases of distressed debt.

• Some of these investments have also included, and may in the future include, joint ventures with private equity investors for the purpose of making investments in operating retailers with significant embedded value in their real estate assets.

• Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.

As of June 30, 2015, we operated 145 properties, which we own or have an ownership interest in, within our Core Portfolio and Funds. These properties primarily consist of high-quality retail properties located in key street and urban retail corridors as well as suburban locations within high-barrier-to-entry, densely-populated metropolitan areas in the United States.

25

• Core Portfolio

◦ Our Core Portfolio consists of those properties we either entirely own, or partially own in joint ventures, through the Operating Partnership, or subsidiaries thereof, not including those properties owned through our Funds. There are 89 properties in our Core Portfolio totaling 4.7 million square feet. As of June 30, 2015, the Core Portfolio physical occupancy was 96.4% and leased occupancy, which includes executed leases for which rent has not yet commenced, was 97.0%.

• Funds

◦ Fund I has three properties totaling 0.1 million square feet.

◦ Fund II has four properties, two 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 11 properties, eight of which (representing 1.3 million square feet) are operating and three of which are in various stages of redevelopment.

◦ Fund IV has 38 properties, 10 of which (representing 0.9 million square feet) are operating and 28 of which are in various stages of development.

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its 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 the 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 2014 Form 10-K.

RESULTS OF OPERATIONS

A discussion of the significant variances and primary factors contributing thereto within our results of operations are addressed below. Where there were no significant variances from period to period, the information in the following tables is presented without further discussion:

Comparison of the three months ended June 30, 2015 ("2015") to the three months ended June 30, 2014 ("2014")

(dollars in millions)	2015						2014
Revenues	Core Portfolio		Funds		Structured Financing		Core Portfolio		Funds		Structured Financing
Rental income	$	30.5	$	9.3	$	—	$	25.1	$	11.0	$	—
Interest income	—		—		4.0		—		—		3.0
Expense reimbursements	6.0		1.9		—		5.3		2.5		—
Other	1.1		0.5		—		0.1		0.4		2.0
Total revenues	$	37.6	$	11.7	$	4.0	$	30.5	$	13.9	$	5.0

Rental income in the Core Portfolio increased $5.4 million as a result of additional rents from property acquisitions in 2014 and 2015 ("Core Acquisitions"). Rental income in the Funds decreased $1.7 million due to decreases of $2.0 million relating to property dispositions in 2015 ("Fund Dispositions") and a tenant vacancy at 161st Street. These decreases were partially offset by property acquisitions in 2015 ("Fund Acquisitions").

The $1.0 million increase in interest income in Structured Financing was from new loans originated during 2014 and 2015.

Other income in the Core Portfolio increased $1.0 million due to a gain on acquisition of an unaffiliated partner's remaining interest in the Route 202 Shopping Center during 2015.

26

The decrease of $2.0 million in other income in Structured Financing resulted from the collection on a note during 2014 that was previously reserved for.

(dollars in millions)	2015						2014
Operating Expenses	Core Portfolio		Funds		Structured Financing		Core Portfolio		Funds		Structured Financing
Property operating	$	4.0	$	2.2	$	—	$	3.4	$	2.3	$	—
Other operating	0.1		0.5		—		0.9		—		—
Real estate taxes	4.2		2.2		—		3.3		2.3		—
General and administrative	7.4		0.6		—		6.2		0.6		—
Depreciation and amortization	10.6		3.3		—		8.3		3.3		—
Impairment of asset	5.0		—		—		—		—		—
Total operating expenses	$	31.3	$	8.8	$	—	$	22.1	$	8.5	$	—

Real estate taxes in the Core Portfolio increased $0.9 million as a result of Core Acquisitions.

General and administrative expenses in the Core Portfolio increased $1.2 million due to increased compensation expense, which included $0.7 million related to the Long Term Incentive Alignment Program (Note 12).

The impairment of asset in the Core Portfolio represents a charge within the Brandywine Portfolio (Note 1).

The $2.3 million increase in depreciation and amortization in the Core Portfolio was attributable to Core Acquisitions.

(dollars in millions)	2015								2014
Other	Core Portfolio			Funds			Structured Financing		Core Portfolio			Funds			Structured Financing
Equity in earnings of unconsolidated affiliates	$	0.7		$	2.7		$	—	$	0.2		$	1.2		$	—
Gain on disposition of property of unconsolidated affiliates	—			17.1			—		—			—			—
Loss on debt extinguishment	—			—			—		—			(0.1		)	—
Gain on disposition of properties	—			61.8			—		—			0.6			—
Interest and other finance expense	(7.3		)	(2.6		)	—		(6.6		)	(2.9		)	—
Income tax benefit	0.1			—			—		0.1			—			—
Income from discontinued operations	—			—			—		—			0.6			—
Net (income) loss attributable to noncontrolling interests -
- Continuing operations	2.2			(61.2		)	—		(1.0		)	1.1			—
- Discontinued operations	—			—			—		—			(0.5		)	—

Equity in earnings of unconsolidated affiliates in the Funds increased $1.5 million because of distributions in excess of basis from our RCP Venture during 2015.

The gain on disposition of property of unconsolidated affiliates in the Funds resulted from our pro-rata share of a gain from the sale of the White City Shopping Center.

The gain on disposition of properties in the Funds during 2015 is from the sales of Lincoln Park Centre, Liberty Avenue and the air rights at Fund II's City Point project.

27

Net (income) loss attributable to noncontrolling interests in the Funds represents their share of all Fund variances discussed above.

Comparison of the six months ended June 30, 2015 ("2015") to the six months ended June 30, 2014 ("2014")

(dollars in millions)	2015						2014
Revenues	Core Portfolio		Funds		Structured Financing		Core Portfolio		Funds		Structured Financing
Rental income	$	59.1	$	18.9	$	—	$	49.4	$	20.5	$	—
Interest income	—		—		7.4		—		—		6.2
Expense reimbursements	12.6		5.3		—		11.1		5.5		—
Other	1.5		0.9		—		0.2		0.5		2.7
Total revenues	$	73.2	$	25.1	$	7.4	$	60.7	$	26.5	$	8.9

Rental income in the Core Portfolio increased $9.7 million from Core Acquisitions. Rental income in the Funds decreased $1.6 million due to a $3.6 million decrease relating to Fund Dispositions in 2015 and a tenant vacancy at 161st Street. These decreases were offset by Fund Acquisitions and tenant lease-up of $2.0 million.

The $1.2 million increase in interest income in Structured Financing was from new loan originations during 2014 and 2015.

The increase of $1.5 million in expense reimbursements in the Core Portfolio was from Core Acquisitions.

Other income in the Core Portfolio increased $1.3 million because of a gain on the acquisition of the unaffiliated partner's remaining interest in the Route 202 Shopping Center during 2015.

Other income decreased $2.7 million in Structured Financing from the collection of two notes during 2014 that were previously reserved for.

(dollars in millions)	2015						2014
Operating Expenses	Core Portfolio		Funds		Structured Financing		Core Portfolio		Funds		Structured Financing
Property operating	$	9.1	$	4.8	$	—	$	7.4	$	5.4	$	—
Other operating	0.6		2.1		—		1.4		0.2		—
Real estate taxes	8.2		4.5		—		6.7		4.6		—
General and administrative	14.2		1.3		—		12.7		1.1		—
Depreciation and amortization	20.5		7.1		—		16.6		6.5		—
Impairment of asset	5.0		—		—		—		—		—
Total operating expenses	$	57.6	$	19.8	$	—	$	44.8	$	17.8	$	—

Property operating expenses in the Core Portfolio increased $1.7 million due to Core Acquisitions and an increase in credit loss.

Other operating expenses in the Funds increased $1.9 million from additional acquisition costs.

The $1.5 million increase in real estate taxes in the Core Portfolio resulted from Core Acquisitions.

General and administrative expenses in the Core Portfolio increased $1.5 million as a result of increased compensation expense.

Depreciation and amortization expense in the Core Portfolio increased $3.9 million due to Core Acquisitions.

The impairment of asset in the Core Portfolio was a charge at a property within the Brandywine Portfolio.

28

(dollars in millions)	2015								2014
Other	Core Portfolio			Funds			Structured Financing		Core Portfolio			Funds			Structured Financing
Equity in earnings of unconsolidated affiliates	$	1.1		$	8.9		$	—	$	0.3		$	4.1		$	—
Gain on disposition of property of unconsolidated affiliates	—			17.1			—		—			—			—
Loss on debt extinguishment	—			(0.1		)	—		—			(0.3		)	—
Gain on disposition of properties	—			89.0			—		12.4			0.6			—
Interest and other finance expense	(13.8		)	(5.0		)	—		(13.5		)	(6.7		)	—
Income tax provision	(0.4		)	(1.0		)	—		—			(0.1		)	—
Income from discontinued operations	—			—			—		—			0.6			—
Net (income) loss attributable to noncontrolling interests -
- Continuing operations	2.0			(83.0		)	—		(1.5		)	4.0			—
- Discontinued operations	—			—			—		—			(0.5		)	—

Equity in earnings of unconsolidated affiliates in the Funds increased $4.8 million from distributions in excess of basis from our RCP Venture during 2015.

The gain on disposition of property of unconsolidated affiliates in the Funds represents our pro-rata share from the sale of White City Shopping Center.

The gain on disposition of properties in the Core Portfolio of $12.4 million in 2014 represents the gain on the disposal of Walnut Hill Plaza through foreclosure. Gain on disposition of properties in the Funds during 2015 is from the sale of Lincoln Park Centre, Liberty Avenue and the air rights at the City Point project.

Interest and other finance expense in the Funds decreased $1.7 million from (i) a $1.6 million decrease related to lower average interest rates during 2015 and (ii) a $1.3 million increase in capitalized interest related to our City Point redevelopment project during 2015. These decreases were offset by a $1.2 million increase related to higher average outstanding borrowings during 2015.

Income tax provision in the Funds in 2015 related to corporate federal income taxes incurred by a Fund IV investor.

Net (income) loss attributable to noncontrolling interests in the Funds represents their share of all Fund variances discussed above.

CORE PORTFOLIO PERFORMANCE

The following discussion of net property operating income ("NOI") and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our Core Portfolio. Our Funds invest primarily in properties that typically require significant leasing and redevelopment. Given that the Funds are finite-life investment vehicles, these properties are sold following stabilization. For these reasons, we believe NOI and rent spreads are not meaningful measures for our Fund investments.

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

29

Net Property Operating Income

NOI is determined as follows:

(dollars in millions)
Reconciliation of Consolidated Operating Income to NOI - Core Portfolio
	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Consolidated Operating Income	$	13.0		$	18.8		$	28.2		$	33.6
Add back:
General and administrative	8.0			6.9			15.5			13.8
Depreciation and amortization	13.9			11.6			27.6			23.1
Impairment of asset	5.0			—			5.0			—
Less:
Interest income	(4.0		)	(3.0		)	(7.4		)	(6.2		)
Straight-line rent and other adjustments	(2.7		)	(3.7		)	(3.3		)	(5.5		)
Consolidated NOI	33.2			30.6			65.6			58.8
Less: Noncontrolling interest in consolidated NOI	(8.4		)	(10.2		)	(17.8		)	(18.8		)
Less: Operating Partnership's interest in Fund NOI included above	(1.3		)	(1.6		)	(2.9		)	(2.9		)
Add: Operating Partnership's share of unconsolidated joint ventures NOI 1	2.7			0.9			5.2			1.8
Core Portfolio NOI	$	26.2		$	19.7		$	50.1		$	38.9

Note:

(1) Does not include the Operating Partnership's share of NOI from unconsolidated joint ventures within the Funds

Same-property NOI includes properties in our Core Portfolio that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, and redeveloped during these periods. We define a redevelopment property as an asset that is being repositioned in its market or undergoing significant renovation. Redevelopment activities involve taking a substantial portion of leasable space temporarily out of service and typically include structural work, demising of existing space and/or facade renovation. The following table summarizes same-property NOI for our Core Portfolio for the three and six months ended June 30, 2015 and 2014:

30

(dollars in millions)
Reconciliation of Core Portfolio NOI to Same-Property NOI
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Core Portfolio NOI	$	26.2		$	19.7		$	50.1		$	38.9
Less: properties excluded from Same-Property NOI	(7.7		)	(1.9		)	(13.3		)	(3.3		)
Same-Property NOI	$	18.5		$	17.8		$	36.8		$	35.6
Percent change from 2014	3.7		%				3.4		%
Components of Same-Property NOI
Same-Property Revenues	$	24.2		$	23.8		$	49.2		$	48.0
Same-Property Operating Expenses	(5.7		)	(6.0		)	(12.4		)	(12.4		)
Same-Property NOI	$	18.5		$	17.8		$	36.8		$	35.6

The increase in Same-Property NOI in the Core Portfolio for the three and six months ended June 30, 2015 were primarily attributable to contractual rent increases.

The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on leases executed within our Core Portfolio during the three and six months ended June 30, 2015. 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.

Rent Spreads on New and Renewal Leases - Core Portfolio
	Three Months Ended						Six Months Ended
	June 30, 2015						June 30, 2015
Core Portfolio New and Renewal Leases	Cash Basis			Straight-Line Basis (GAAP)			Cash Basis			Straight-Line Basis (GAAP)
Number of new and renewal leases executed	20			20			29			29
Gross leasable area	112,665			112,665			174,627			174,627
New average base rent	$	20.01		$	20.97		$	20.20		$	21.15
Expiring average base rent	$	18.84		$	18.08		$	18.07		$	17.44
Percent growth in average base rent	6.2		%	16.0		%	11.7		%	21.3		%
Average cost per square foot (1)	$	8.26		$	8.26		$	12.57		$	12.57
Weighted average lease term (years)	5.4			5.4			6.6			6.6

Note:

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

FUNDS FROM OPERATIONS

Consistent with the National Association of Real Estate Investment Trusts ("NAREIT") definition, we define funds from operations ("FFO") as net income attributable to common shareholders (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciated property, plus depreciation and amortization, impairment of depreciable assets and after adjustments for unconsolidated partnerships and joint ventures.

We consider FFO to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO is presented to assist investors in analyzing our performance.

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It is helpful as it excludes various items included in net income that are not indicative of operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. Although we calculate FFO consistent with the NAREIT definition, other REITs may calculate it differently and, accordingly, our calculation may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. FFO 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.

The reconciliation of net income to FFO for the three and six months ended June 30, 2015 and 2014 is as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(amounts in millions, except per share amounts)	2015			2014		2015			2014
Funds From Operations
Net income attributable to Common Shareholders	$	26.5		$	11.5	$	43.0		$	33.1
Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests’ share)	11.5			9.0		22.5			17.8
(Gain) loss on sale (net of noncontrolling interests’ share)	(5.8		)	0.2		(11.2		)	(12.2		)
Impairment of asset (net of noncontrolling interests’ share)	1.1			—		1.1			—
Income attributable to Common OP Unit holders	1.5			0.4		2.5			1.3
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$	34.8		$	21.1	$	57.9		$	40.0
Funds From Operations per Share - Diluted
Weighted average number of Common Shares and Common OP Units	73.1			60.5		72.8			59.5
Diluted funds from operations, per Common Share and Common OP Unit	$	0.48		$	0.35	$	0.80		$	0.67

USES OF LIQUIDITY

Our principal uses of liquidity are (i) distributions to our shareholders and OP unit holders, (ii) investments which include the property acquisitions and redevelopment/re-tenanting activities within our Core Portfolio and the funding of our capital committed to the Funds, (iii) distributions to our Fund investors and (iv) debt service and loan repayments.

Distributions

In order to qualify as a REIT for Federal income tax purposes, we must currently distribute at least 90% of our taxable income to our shareholders. For the six months ended June 30, 2015, we paid dividends and distributions on our Common Shares, Common OP Units and LTIP Units totaling $57.0 million, which were funded from the Operating Partnership's share of operating cash flow.

Distributions of $1.7 million were made to noncontrolling interests in Fund I during the six months ended June 30, 2015 as a result of operating cash flows.

Distributions of $48.6 million were made to noncontrolling interests in Fund III during the six months ended June 30, 2015. Of this, $47.7 million resulted from proceeds following the dispositions of Lincoln Park Centre and White City Shopping Center (Note 4), and $0.9 million resulted from financing proceeds.

Distributions of $4.6 million were made to noncontrolling interests in Fund IV during the six months ended June 30, 2015. Of this, $0.2 million was made from operating cash flows and $4.4 million resulted from financing proceeds.

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Investments

Core Portfolio

For the six months ended June 30, 2015, we acquired two properties for an aggregate purchase price of $179.0 million. In addition, we acquired the remaining 77.78% outstanding interest in a joint venture we had with an unaffiliated third party for $5.6 million. See Note 4 to the Notes to Consolidated Financial Statements for a discussion of these investments.

Structured Financings

As of June 30, 2015, our structured financing portfolio, net of allowances aggregated $168.9 million with related accrued interest of $12.7 million. The notes were collateralized by the underlying properties, the borrower's ownership interest in the entities that own the properties and/or by the borrower's personal guarantee. Effective interest rates on our notes receivable ranged from 2.5% to 24.0% with maturities from July 2015 through November 2020.

Investments made in our structured financing portfolio during 2015 are discussed in Note 6 in the Notes to the Consolidated Financial Statements.

Funds

During April 2015, Fund II acquired an additional interest in City Point - Tower I for $19.8 million of cash and the assumption of $81.0 million of debt. As a result of the acquisition, Fund II owns 91.55% of the asset.See Note 4 to the Notes to Consolidated Financial Statements for a discussion of this investment.

For the six months ended June 30, 2015, Fund IV acquired two properties for an aggregate purchase price of $84.0 million, of which the Operating Partnership's share was $19.4 million. See Note 4 to the Notes to Consolidated Financial Statements for a discussion of this investment.

As part of our Fund investment strategy, we acquire real estate assets that require significant redevelopment. As of June 30, 2015, we had nine redevelopment projects, four of which are under construction and seven of which are in various stages of development as follows:

(dollars in millions)
Property	Owner	Costs to date		Anticipated additional costs (1)	Status	Anticipated square feet upon completion	Anticipated completion dates
City Point (2)	Fund II	$	287.2	$102.8 - $122.8	Construction commenced	763,000	2016/2020
Sherman Plaza	Fund II	35.4		To be determined	Pre-construction	To be determined	To be determined
Cortlandt Crossing	Fund III	13.3		33.7 - 42.7	Pre-construction	150,000 - 170,000	2017
3104 M Street NW	Fund III	4.8		3.2 - 4.2	Construction commenced	10,000	2016
Broad Hollow Commons	Fund III	14.2		35.8 - 45.8	Pre-construction	180,000 - 200,000	2016
210 Bowery	Fund IV	10.6		7.9 - 11.9	Construction commenced	16,000	2016
Broughton Street Portfolio	Fund IV	50.2		34.8 - 39.8	Construction commenced	200,000	2016
27 E. 61st Street	Fund IV	20.7		2.1 - 6.1	Pre-construction	9,500	2016
801 Madison Avenue	Fund IV	33.5		2.5 - 7.5	Pre-construction	5,000	2016
Total		$	469.9	$222.8 - $280.8

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Notes:

(1) Anticipated additional costs are estimated ranges for completing the projects and include costs for tenant improvements and leasing commissions. The Operating Partnership's share of these costs are estimated to range from $44.6 million to $56.2 million.

(2) Phases I and II have an estimated completion date of 2016. Phase III has an estimated completion date of 2020.

Debt Service and Loan Repayments

For the six months ended June 30, 2015 the Company repaid three loans with an aggregate principal balance of $65.0 million. See Note 8 to the Notes to Consolidated Financial Statements for a discussion of these repayments. In addition, the Company made scheduled amortization payments totaling $4.1 million during the six months ended June 30, 2015.

Share Repurchase

We have an existing share repurchase program that authorizes management, at its discretion, to repurchase up to $20.0 million of our outstanding Common Shares. The program may be discontinued or extended at any time and there is no assurance that we will purchase the full amount authorized. Under this program we have repurchased 2.1 million Common Shares, none of which were repurchased after December 2001. As of June 30, 2015, management has remaining authority to repurchase up to approximately $7.5 million of our outstanding Common Shares under this program.

SOURCES OF LIQUIDITY

Our principal sources of liquidity include (i) the issuance of both Common Shares and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within our Funds III and IV of $54.8 million and $277.7 million, respectively, (iv) future sales of existing properties and (v) cash on hand of $104.7 million as of June 30, 2015 and future cash flows from operating activities.

Issuance of Equity

During May 2014, we filed a universal, unlimited shelf registration on Form S-3. The registration is active through May 2017 and allows the Company to issue Common Shares, Preferred Shares, debt securities and other securities with no restrictions on the amount.

During 2015, we have issued 0.6 million Common Shares under our at-the-market ("ATM") equity program for net proceeds of $21.1 million. See Note 3 in the Notes to Consolidated Financial Statements for additional information related to our ATM equity program.

Asset Sales

In January 2015, we completed the sale of Fund III's Lincoln Park Centre for $64.0 million. After the repayment of $28.0 million of debt, the Operating Partnership's share of net proceeds was $7.2 million.

During April 2015, we completed the sale of Fund III's White City property for $96.8 million. After the repayment of $56.4 million of debt, the Operating Partnership's share of net proceeds was $5.1 million.

During May 2015, we completed the sale of a 92.5% interest in Phase III at Fund II's City Point project for $115.6 million. The purchase price was comprised of $85.8 million in cash and the issuance of a $29.8 million note. After the repayment of $20.7 million of debt, the Operating Partnership's share of net proceeds was $13.0 million.

During May 2015, we completed the disposition of Fund II's Liberty Avenue for a sales price of $24.0 million. Net of the repayment of $8.9 million of debt, the Operating Partnership's share of net proceeds was $2.8 million.

See Note 4 in the Notes to the Consolidated Financial Statements for additional information related to our asset dispositions.

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Structured Financing Repayments

See Note 6 in the Notes to Consolidated Financial Statements, for an overview of our notes receivable and preferred equity investments, and for payments received during the six months ended June 30, 2015.

Debt Financings

During the six months ended June 30, 2015, we received loan proceeds of $268.8 million, and made repayments of $188.2 million. See Note 8 in the Notes to Consolidated Financial Statements for additional information on the transactions related to mortgage loans, bond financing and credit facilities completed during the six months ended June 30, 2015.

As of June 30, 2015, mortgages and other notes payable aggregated $1,324.4 million, excluding the unamortized premium of $2.3 million, and the mortgages were collateralized by 41 properties and related tenant leases. Interest rates on our outstanding mortgage indebtedness and other notes payable ranged from 1.00% to 6.65% with maturities that ranged from July 2015 to March 2024. Taking into consideration $207.9 million of notional principal under variable to fixed-rate swap agreements currently in effect, $822.4 million of the mortgages and other notes payable, or 62.1%, was fixed at a 5.19% weighted average interest rate and $502.0 million, or 37.9% was floating at a 2.05% weighted average interest rate as of June 30, 2015. There is $141.2 million of debt maturing in 2015 at a weighted average interest rate of 2.11%. In addition, there is $3.9 million of scheduled principal amortization due in 2015. As it relates to the maturing debt in 2015, 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.

The following table sets forth certain information pertaining to our secured and unsecured credit facilities:

(dollars in millions) Borrower	Total amount of credit facility		Amount borrowed as of December 31, 2014		Net borrowings (repayments) during the six months ended June 30, 2015			Amount borrowed as of June 30, 2015		Letters of credit outstanding as of June 30, 2015		Amount available under credit facilities as of June 30,2015
Term Loan	$	50.0	$	50.0	$	—		$	50.0	$	—	$	—
Unsecured Revolving Line (1)	150.0		—		83.5			83.5		12.5		54.0
Fund IV Revolving Subscription Line (2)	150.0		77.1		(54.7		)	22.4		—		127.6
Fund II Revolving Line (1)	25.0		—		12.5			12.5		—		12.5
Fund IV Revolving Line (1)	50.0		—		34.5			34.5		—		15.5
Total	$	425.0	$	127.1	$	75.8		$	202.9	$	12.5	$	209.6

Notes:

(1) This is an unsecured revolving credit facility.

(2) The Fund IV revolving subscription line of credit is secured by unfunded investor capital commitments.

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The following table summarizes our mortgage and other indebtedness as of June 30, 2015 and December 31, 2014:

(dollars in millions)
Description of Debt and Collateral	6/30/15			12/31/14			Interest Rate	Maturity	Payment Terms
Variable-rate debt
Liberty Avenue	$	—		$	9.0		LIBOR+2.75%	4/30/2015	Monthly principal and interest
210 Bowery	4.6			4.6			LIBOR+1.95%	7/31/2015	Interest only monthly
City Point	—			20.7			LIBOR+4.00%	8/12/2015	Interest only monthly
City Point	20.0			20.0			LIBOR+1.70%	8/23/2015	Interest only monthly
Cortlandt Towne Center	83.5			83.9			LIBOR+1.65%	10/26/2015	Monthly principal and interest
Nostrand Avenue	11.8			12.0			LIBOR+2.65%	2/1/2016	Monthly principal and interest
Heritage Shops	24.5			24.5			LIBOR+1.55%	2/28/2016	Interest only monthly
Broughton Street Portfolio	20.0			—			LIBOR+3.00%	5/5/2016	Interest only monthly
640 Broadway	22.3			22.6			LIBOR+2.95%	7/1/2016	Monthly principal and interest
City Point	62.0			—			SIFMA+1.60%	12/1/2016	Interest only monthly
Lincoln Park Centre	—			28.0			LIBOR+1.45%	12/3/2016	Interest only monthly
654 Broadway	8.9			9.0			LIBOR+1.88%	3/1/2017	Interest only monthly
New Hyde Park Shopping Center	11.5			11.7			LIBOR+1.85%	5/1/2017	Interest only monthly
938 W. North Avenue	12.5			12.5			LIBOR+2.35%	5/1/2017	Interest only monthly
1151 Third Avenue	12.5			12.5			LIBOR+1.75%	6/3/2017	Interest only monthly
161st Street	29.5			29.5			LIBOR+2.50%	4/1/2018	Interest only monthly
664 North Michigan Ave	43.7			44.4			LIBOR+1.65%	6/28/2018	Monthly principal and interest
Paramus Plaza	12.6			12.6			LIBOR+1.70%	2/20/2019	Interest only monthly
Lake Montclair	15.1			15.3			LIBOR+2.15%	5/1/2019	Monthly principal and interest
17 E. 71st Street	19.0			—			LIBOR+1.90%	6/9/2020	Interest only monthly
1035 Third Avenue	42.0			—			LIBOR+2.35%	1/28/2021	Interest only monthly
City Point	20.0			20.0			LIBOR+1.39%	11/1/2021	Interest only monthly
3104 M Street	1.3			0.1			PRIME+0.50%	12/10/2021	Interest only monthly
4401 White Plains Road	6.1			6.1			LIBOR+1.90%	9/1/2022	Monthly principal and interest
28 Jericho Turnpike	15.5			15.7			LIBOR+1.90%	1/23/2023	Monthly principal and interest
60 Orange Street	8.1			8.2			LIBOR+1.75%	4/3/2023	Monthly principal and interest
Sub-total mortgage notes payable	507.0			422.9
Unsecured debt
Fund IV revolving subscription line (1)	22.4			77.1			LIBOR+1.65%	11/20/2015	Interest only monthly
Fund II Revolving Line	12.5			—			LIBOR+2.75%	10/19/2016	Interest only monthly
Fund IV Term Loan	34.5			—			LIBOR+2.75%	2/9/2017	Interest only monthly
Unsecured Revolving Line	83.5			—			LIBOR+1.30%	1/31/2018	Interest only monthly
Term Loan	50.0			50.0			LIBOR+1.40%	11/25/2019	Interest only monthly
Sub-total credit facilities	202.9			127.1
Interest rate swaps (2)	(207.9		)	(223.8		)
Total variable-rate debt, net of swaps	502.0			326.2

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(dollars in millions)
Description of Debt and Collateral	6/30/15		12/31/14		Interest Rate	Maturity	Payment Terms
Fixed-rate debt
Crescent Plaza	$	—	$	16.5	4.98%	9/6/2015	Monthly principal and interest
Pacesetter Park Shopping Center	11.2		11.3		5.13%	11/6/2015	Monthly principal and interest
Elmwood Park Shopping Center	31.9		32.2		5.53%	1/1/2016	Monthly principal and interest
Chicago Street Retail Portfolio	15.1		15.3		5.61%	2/1/2016	Monthly principal and interest
The Gateway Shopping Center	19.3		19.4		5.44%	3/1/2016	Monthly principal and interest
330-340 River Street	10.5		10.7		5.24%	5/1/2016	Monthly principal and interest
Brandywine	166.2		166.2		6.00%	7/1/2016	Interest only monthly
Rhode Island Place Shopping Center	15.9		16.0		6.35%	12/1/2016	Monthly principal and interest
City Point	19.0		—		1.25%	12/1/2016	Interest only monthly
Convertible Note	—		0.4		3.75%	12/15/2016	Interest only monthly
239 Greenwich Avenue	26.0		26.0		5.42%	2/11/2017	Interest only monthly
639 West Diversey	4.2		4.2		6.65%	3/1/2017	Monthly principal and interest
Merrillville Plaza	25.3		25.5		5.88%	8/1/2017	Monthly principal and interest
Bedford Green	29.4		29.6		5.10%	9/5/2017	Monthly principal and interest
216th Street	25.5		—		5.80%	10/1/2017	Interest only monthly
City Point	5.3		5.3		1.00%	8/23/2019	Interest only monthly
City Point	200.0		199.0		4.75%	5/29/2020	Interest only monthly
163 Highland Avenue	9.7		—		4.66%	3/1/2024	Monthly principal and interest
Interest rate swaps (2)	207.9		223.8
Total fixed-rate debt, including swaps	822.4		801.4
Unamortized premium	2.3		2.9
Total	$	1,326.7	$	1,130.5

Notes:

(1) The Fund IV revolving subscription line of credit is secured by unfunded investor capital commitments.

(2)Represents the amount of our variable-rate debt that has been fixed through certain cash flow hedge transactions. See Note 7 to the Notes to Consolidated Financial Statements for a discussion of these transactions.

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CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

At June 30, 2015, maturities on our mortgages and other notes payable ranged from July 2015 to March 2024. In addition, we have non-cancelable ground leases, with terms expiring between 2019 and 2078, at seven of our properties. We also lease space for our corporate headquarters for a term expiring in 2027. The following table summarizes our debt maturities, obligations under non-cancelable operating leases and construction contracts as of June 30, 2015:

(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	$	1,324.4	$	280.0	$	644.9	$	303.3	$	96.2
Interest obligations on debt	140.6		47.3		50.0		31.5		11.8
Operating lease obligations (1)	25.2		1.5		7.7		3.8		12.2
Construction commitments	94.6		94.6		—		—		—
Total	$	1,584.8	$	423.4	$	702.6	$	338.6	$	120.2

(1) The ground lease expiring during 2078 has an option to purchase the underlying land during 2031. If we do not exercise the option, the rents that will be due are based on future values and as such are not determinable at this time. Accordingly, the above table does not include rents for this lease beyond 2031.

OFF BALANCE SHEET ARRANGEMENTS

We have investments in the following joint ventures for the purpose of investing in operating properties. We account for these investments using the equity method of accounting. As such, our financial statements reflect our investment in and our share of income and loss from, but not the individual assets and liabilities of, these joint ventures.

See Note 5 of the Notes to Consolidated Financial Statements for a discussion of our unconsolidated investments. Our pro-rata share of debt related to these unconsolidated investments is as follows:

(dollars in millions)	Operating Partnership
Investment	Pro-rata share of mortgage debt		Interest rate at June 30, 2015		Maturity Date
Parkway Crossing	$	2.3	2.39	%	January 2016
Promenade at Manassas	5.7		1.59	%	November 2016
1701 Belmont Avenue	0.7		4.00	%	January 2017
Arundel Plaza	1.8		2.19	%	April 2017
2819 Kennedy Boulevard	1.5		2.34	%	December 2017
Eden Square	3.6		2.19	%	December 2017
230/240 W. Broughton	0.4		2.09	%	May 2018
Crossroads	33.1		3.94	%	September 2024
840 N. Michigan	65.0		4.36	%	February 2025
Georgetown Portfolio	8.9		4.72	%	December 2027
Total	$	123.0

Note:

In addition, we have arranged for the provision of two separate letters of credit in connection with certain leases and investments. As of June 30, 2015, there was no outstanding balance under the letters of credit. If the letters of credit were fully drawn, the maximum amount of our exposure would be $12.5 million.

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HISTORICAL CASH FLOW

The following table compares the historical cash flows for the six months ended June 30, 2015 ("2015") with the cash flow for the six months ended June 30, 2014 ("2014"):

	Six Months Ended June 30,
(dollars in millions)	2015			2014			Change
Net cash provided by operating activities	$	53.8		$	46.0		$	7.8
Net cash used in investing activities	(208.1		)	(169.1		)	(39.0		)
Net cash provided by financing activities	41.5			130.7			(89.2		)
Total	$	(112.8	)	$	7.6		$	(120.4	)

A discussion of the significant changes in cash flows for 2015 compared to 2014 is as follows:

Operating Activities

The increase of $7.8 million in net cash provided by operating activities primarily resulted from the following:

• Additional cash flow during 2015 from Core and Fund Property acquisitions

• Additional RCP Venture distributions during 2015

Investing Activities

The increase of $39.0 million in net cash used in investing activities primarily resulted from the following:

Items which contributed to an increase in cash used in investing activities:

• An increase of $165.5 million used in the acquisition of real estate during 2015

• An increase of $36.9 million used in redevelopment and property improvement costs during 2015

• An increase of $28.8 million used in issuance of notes receivable during 2015

• A decrease of $18.6 million in return of capital from unconsolidated affiliates

• A decrease of $12.0 million in proceeds from collections of notes receivable during 2015

Items which contributed to a decrease in cash used in investing activities:

• An increase of $204.3 million in proceeds from disposition of properties during 2015

• A decrease of $21.6 million in investments and advances to unconsolidated affiliates

Financing Activities

The $89.2 million decrease in net cash provided by financing activities resulted primarily from the following:

Items which contributed to a decrease in cash from financing activities:

• A decrease of $67.4 million in net proceeds from the issuance of Common Shares, net of issuance costs during 2015

• An increase of $27.5 million in dividends paid to Common Shareholders during 2015

• An increase of $7.9 million in distributions to noncontrolling interests during 2015

Items which contributed to an increase in cash from financing activities:

• An increase of $15.2 million of net borrowings during 2015

39

INFLATION

Our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our net income. Such provisions include clauses enabling us to receive percentage rents based on tenants' gross sales, which generally increase as prices rise, and/or, in certain cases, escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indexes. In addition, many of our leases are for terms of less than ten years, which permits us to seek to increase rents upon re-rental at market rates if current rents are below the then existing market rates. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

Our primary market risk exposure is to changes in interest rates related to our mortgage debt and other debt. See the discussion under Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for certain quantitative details related to our mortgage debt 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 June 30, 2015, we had total mortgage debt and other notes payable of $1,324.4 million, net of unamortized premium of $2.3 million, of which $822.4 million or 62.1% was fixed-rate, inclusive of interest rate swaps, and $502.0 million or 37.9% was variable-rate based upon certain indices, primarily LIBOR, plus certain spreads. As of June 30, 2015, we were a party to 16 interest rate swap transactions and four interest rate caps to hedge our exposure to changes in interest rates with respect to $207.9 million and $139.0 million of LIBOR-based variable-rate debt, respectively.

Of our total consolidated outstanding debt,$145.2 million and $434.2 million will become due in 2015 and 2016, respectively. As we intend on refinancing some or all of such debt at the then-existing market interest rates, which may be greater than the current interest rate, our interest expense would increase by approximately $5.8 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 $2.0 million.

Interest expense on our consolidated variable-rate debt, net of variable to fixed-rate swap agreements currently in effect, as of June 30, 2015 would increase by $5.0 million annually if the 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.

Item 4.    Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. In accordance with paragraph (b) of Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective.

(b) Internal Control over Financial Reporting. There has not been any change in our internal control over financial reporting during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

40

Part II.    Other Information

Item 1.Legal Proceedings.

Other than as follows, there have been no material changes to any legal proceedings previously disclosed in the Company's most recently filed 10-K and 10-Q.

During December 2013, in connection with Phase II of Fund II’s City Point Project, Albee Development LLC ("Albee") and a non-affiliated construction manager were served with a Summons With Notice as well as a Demand for Arbitration by Casino Development Group, Inc. ("Casino"), the former contractor responsible for the excavation and concrete work at the City Point Project. Albee terminated the contract with Casino for cause prior to completion of the contract. Casino was seeking approximately $7.4 million. During the second quarter of 2015, the case was settled for $3.3 million, of which the Operating Partnership's share was $0.6 million.

As previously disclosed in the Company's Annual Report filed on Form 10-K, during August 2009, we terminated the employment of a former Senior Vice President (the "Former Employee") for engaging in conduct that materially violated the Company's employee handbook. The Company decided that the behavior fell within the definition of "cause" in his severance agreement with us and therefore did not pay him anything thereunder. The Former Employee brought a lawsuit against us in New York State Supreme Court (the "Court"), in the amount of $0.9 million alleging breach of the severance agreement. On August 7, 2014, the Court granted summary judgment in favor of the Company, as defendant, and against plaintiff, the Former Employee, finding that his conduct in fact and law, constituted “cause” under his severance agreement. The Court rendered two decisions, one granting the Company’s motion for summary judgment and a second denying the Former Employee's motion to dismiss the Company’s answer as an abuse of judicial discretion. The Former Employee has only appealed the latter decision. The Company continues to believe that it will be successful on appeal.

Item 1A. Risk Factors.

The most significant risk factors applicable to us are described in Item 1A. of our 2014 Form 10-K. There have been no material changes to those previously-disclosed risk factors.

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.

None

Item 6.Exhibits.

The information under the heading "Exhibit Index" below is incorporated herein by reference.

41

SIGNATURES

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

ACADIA REALTY TRUST

July 31, 2015	/s/ Kenneth F. Bernstein  Kenneth F. Bernstein  President and Chief Executive Officer  (Principal Executive Officer)
July 31, 2015	/s/ Jonathan W. Grisham  Jonathan W. Grisham  Senior Vice President and Chief Financial Officer  (Principal Financial Officer)

42

Exhibit Index

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.)
3.8	Amendment No. 1 to 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 April 29, 2014.)
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	Credit Agreement, dated as of January 31, 2013, among Acadia Realty Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain Subsidiaries of Acadia Realty Limited Partnership from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers. (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 5, 2013.)
10.2	First Amendment to Credit Agreement, among Acadia Realty Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain Subsidiaries of Acadia Realty Limited Partnership from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers, dated September 30, 2014. (1)
10.3	Second Amendment to Credit Agreement, among Acadia Realty Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain Subsidiaries of Acadia Realty Limited Partnership from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers, dated May 22, 2015. (1)
10.4	Form of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program. (1)
10.5	Form of Omnibus Amendment to the Series of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program. (1)
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	Amended and Restated Agreement of Limited Partnership of Acadia Realty Limited Partnership (not including immaterial amendments) (incorporated by reference to the copy thereof filed as Exhibit 10.1 (c) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.)

43

99.2	Third Amendment to Amended and Restated Agreement of Limited Partnership of Acadia Realty Limited Partnership (1)
99.3	Eighth Amendment to Amended and Restated Agreement of Limited Partnership of Acadia Realty Limited Partnership (incorporated by reference to the copy thereof filed as Exhibit 10.8 to the Company's Registration Statement on Form S-3 filed on March 12, 2009.)
99.4	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.)
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.

44

EX-10.2

FIRST AMENDMENT TO

CREDIT AGREEMENT

FIRST AMENDMENT, dated as of September 30, 2014 (this “Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) dated as of November 25, 2013, among ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), ACADIA REALTY TRUST, a Maryland real estate investment trust (the “REIT”) and certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement (including, if applicable, the Credit Agreement as amended pursuant to Section 1 below).

WHEREAS, the Borrower has requested that the Credit Agreement be modified as herein set forth; and

WHEREAS, the Lenders and the Administrative Agent have agreed to modify the Credit Agreement as herein set forth solely upon the terms and conditions provided for in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Modification of the Credit Agreement. On the Amendment Effective Date (as defined below), the Credit Agreement shall be, and hereby is, amended to incorporate the changes marked on the copy of the Credit Agreement attached hereto as Exhibit A.

SECTION 2. Conditions of Effectiveness. This Agreement shall not become effective until the date on which all of the following conditions precedent shall have been satisfied or waived in writing (such date being referred to herein as the “Amendment Effective Date”):

(a)Counterparts. The Administrative Agent shall have received counterparts of this Agreement duly executed by each of the Loan Parties, the Administrative Agent and each of the Lenders.

(b)Fees. The Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent all fees owed to the Lenders, any Arranger and the Administrative Agent and/or any of its Affiliates.

(c)Company Documentation. The Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (i) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer required in connection with this Agreement, (ii) that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (x) its jurisdiction of organization and (y) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) that the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (iv) that all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against such Loan Party of the Loan Documents

to which it is a party have been obtained, and are in full force and effect (or stating that no such consents, licenses or approvals are so required).

(d)Closing Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties set forth in Section 3 below are true and correct in all material respects (without duplication of materiality qualifiers set forth therein), (ii) there has been no event or circumstance since December 31, 2011 that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect and (iii) that no action, suit, investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that (1) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (2) could reasonably be expected to have a Material Adverse Effect.

(e)Additional Information. The Administrative Agent shall have received such other assurances, information, certificates, documents, instruments, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.

SECTION 3. Representations and Warranties. After giving effect to this Agreement, the Loan Parties, jointly and severally, reaffirm and restate the representations and warranties set forth in the Credit Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). Each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

(a)it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby;

(b)no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement, except for filings for reporting purposes required under applicable securities laws;

(c)this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms;

(d)no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement; and

(e)the execution, delivery and performance of this Agreement will not (i) contravene the terms of any of its Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law.

SECTION 4. Affirmation of Guarantors. Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

SECTION 5. Costs and Expenses. The Loan Parties acknowledge and agree that their payment obligations set forth in Section 11.04 of the Credit Agreement include the costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and any other documentation contemplated hereby (whether or not this Agreement becomes effective or the transactions contemplated hereby are consummated and whether or not any Default has occurred or is continuing), including, but not limited to, the reasonable fees and disbursements of Kaye Scholer LLP, counsel to the Administrative Agent.

SECTION 6. Ratification.

(a)Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Loan Parties. Each of the Loan Parties hereby (i) confirms and agrees that the Borrower is truly and justly indebted to the Administrative Agent and the Lenders in the aggregate amount of the Obligations without defense, counterclaim or offset of any kind whatsoever, and (ii) reaffirms and admits the validity and enforceability of the Credit Agreement and the other Loan Documents.

(b)This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.

SECTION 7. Modifications. Neither this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto.

SECTION 8. References. The Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby and as the Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

SECTION 9. Counterparts. This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart.

SECTION 10. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 11. Severability. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

SECTION 12. Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 13. Headings. Section headings in this Agreement are included for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[The remainder of this page left blank intentionally]

IN WITNESS WHEREOF, the Loan Parties, the Administrative Agent and the undersigned Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:

ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership

By: ACADIA REALTY TRUST, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

GUARANTORS:

ACADIA REALTY TRUST, a Maryland real estate investment trust

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 1520 MILWAUKEE AVENUE LLC, a Delaware limited liability company

By /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 28 JERICHO TURNPIKE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 2914 THIRD AVENUE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 5-7 EAST 17^TH STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 83 SPRING STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA BARTOW AVENUE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CHESTNUT LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA GOLD COAST LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA MAD RIVER PROPERTY LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA MERCER STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA RUSH WALTON LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA TOWN LINE LLC, a Connecticut limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA WEST 54^TH STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA WEST SHORE EXPRESSWAY LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

MARK PLAZA FIFTY L.P., a Pennsylvania limited partnership

By: ACADIA MARK PLAZA LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA MARK PLAZA LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD ABINGTON ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD ABSECON ASSOCIATES, L.P, a Delaware limited partnership

By: ACADIA ABSECON LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA ABSECON LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD BLOOMFIELD ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD HOBSON ASSOCIATES, L.P., a Delaware limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

MARK TWELVE ASSOCIATES, LP, a Pennsylvania limited partnership

By: ACADIA HOBSON LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA HOBSON LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD METHUEN ASSOCIATES LIMITED PARTNERSHIP, a Massachusetts limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA PROPERTY HOLDINGS, LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 181 MAIN STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CHICAGO LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CONNECTICUT AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

8-12 EAST WALTON LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

A/L 3200 M STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 3200 M STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD BRANCH ASSOCIATES, L.P., a New York limited partnership

By: Acadia Property Holdings, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA WEST DIVERSEY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

868 BROADWAY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

120 WEST BROADWAY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

11 EAST WALTON LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

865 WEST NORTH AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

61 MAIN STREET OWNER LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

252-256 GREENWICH AVENUE RETAIL LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

2520 FLATBUSH AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CLARK-DIVERSEY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA NEW LOUDON LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

bank of america, n.a., as

Administrative Agent

By: /s/ Yelena Kharnas

Name: Yelena Kharnas

Title: Vice President

bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender

By: /s/ Yelena Kharnas

Name: Yelena Kharnas

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Denise Smyth

Name: Denise Smyth

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Andrew W. Hussion

Name: Andrew W. Hussion

Title: Director

EX-10.3

SECOND AMENDMENT TO

CREDIT AGREEMENT

SECOND AMENDMENT, dated as of May 22, 2015 (this “Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) dated as of November 25, 2013, among ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), ACADIA REALTY TRUST, a Maryland real estate investment trust (the “REIT”) and certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement (including, if applicable, the Credit Agreement as amended pursuant to Section 1 below).

WHEREAS, the Borrower has requested that the Credit Agreement be modified as herein set forth; and

WHEREAS, the Required Lenders and the Administrative Agent have agreed to modify the Credit Agreement as herein set forth solely upon the terms and conditions provided for in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Modification of the Credit Agreement. On the Second Amendment Effective Date (as defined below), the Credit Agreement shall be, and hereby is, amended to incorporate the changes marked on the copy of the Credit Agreement attached hereto as Exhibit A, and Exhibit D to the Credit Agreement shall be, and hereby is, amended and restated in the form attached hereto as Exhibit B.

SECTION 2. Conditions of Effectiveness. This Agreement shall not become effective until the date on which all of the following conditions precedent shall have been satisfied or waived in writing (such date being referred to herein as the “Second Amendment Effective Date”):

(a)Counterparts. The Administrative Agent shall have received counterparts of this Agreement duly executed by each of the Loan Parties, the Administrative Agent and the Required Lenders.

(b)Fees. The Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent (i) for the account of the Lenders that hold Commitments on the Second Amendment Effective Date, fees in amounts equal to the amount of each Lender’s Commitment multiplied by 0.05% and (ii) all fees owed to any Arranger and the Administrative Agent and/or any of its Affiliates.

(c)Compliance Certificate. The Administrative Agent shall have received a duly completed Compliance Certificate in the form of Exhibit B hereto.

(d)Additional Information. The Administrative Agent shall have received such other assurances, information, certificates, documents, instruments, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.

SECTION 3. Representations and Warranties. After giving effect to this Agreement, the Loan Parties, jointly and severally, reaffirm and restate the representations and warranties set forth in the Credit Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations

and warranties shall be true and correct as of such earlier date). Each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

(a)it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby;

(a)no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement, except for filings for reporting purposes required under applicable securities laws;

(b)this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms;

(c)no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement; and

(d)the execution, delivery and performance of this Agreement will not (i) contravene the terms of any of its Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law.

SECTION 4. Affirmation of Guarantors. Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

SECTION 5. Costs and Expenses. The Loan Parties acknowledge and agree that their payment obligations set forth in Section 11.04 of the Credit Agreement include the costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and any other documentation contemplated hereby (whether or not this Agreement becomes effective or the transactions contemplated hereby are consummated and whether or not any Default has occurred or is continuing), including, but not limited to, the reasonable fees and disbursements of Kaye Scholer LLP, counsel to the Administrative Agent.

SECTION 6. Ratification.

(a)The Credit Agreement, as amended by this Agreement, and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Loan Parties. Each of the Loan Parties hereby (i) confirms and agrees that the Borrower is truly and justly indebted to the Administrative Agent and the Lenders in the aggregate amount of the Obligations without defense, counterclaim or offset of any kind whatsoever, and (ii) reaffirms and admits the validity and enforceability of the Credit Agreement and the other Loan Documents.

(b)This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection

with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.

SECTION 7. Modifications. Neither this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto.

SECTION 8. References. The Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby and as the Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

SECTION 9. Counterparts. This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart.

SECTION 10. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 11. Severability. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

SECTION 12. Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 13. Headings. Section headings in this Agreement are included for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[The remainder of this page left blank intentionally]

IN WITNESS WHEREOF, the Loan Parties, the Administrative Agent and the undersigned Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:

ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership

By: ACADIA REALTY TRUST, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

GUARANTORS:

ACADIA REALTY TRUST, a Maryland real estate investment trust

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 1520 MILWAUKEE AVENUE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 28 JERICHO TURNPIKE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 2914 THIRD AVENUE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 5-7 EAST 17^TH STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 83 SPRING STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA BARTOW AVENUE LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CHESTNUT LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA GOLD COAST LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA MAD RIVER PROPERTY LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA MERCER STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA RUSH WALTON LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA TOWN LINE LLC, a Connecticut limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA WEST 54^TH STREET LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA WEST SHORE EXPRESSWAY LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

MARK PLAZA FIFTY L.P., a Pennsylvania limited partnership

By: ACADIA MARK PLAZA LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA MARK PLAZA LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD ABINGTON ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD ABSECON ASSOCIATES, L.P, a Delaware limited partnership

By: ACADIA ABSECON LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA ABSECON LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD BLOOMFIELD ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD HOBSON ASSOCIATES, L.P., a Delaware limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

MARK TWELVE ASSOCIATES, LP, a Pennsylvania limited partnership

By: ACADIA HOBSON LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA HOBSON LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD METHUEN ASSOCIATES LIMITED PARTNERSHIP, a Massachusetts limited partnership

By: ACADIA PROPERTY HOLDINGS, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA PROPERTY HOLDINGS, LLC, a Delaware limited liability company

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 181 MAIN STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CHICAGO LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CONNECTICUT AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

8-12 EAST WALTON LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

A/L 3200 M STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA 3200 M STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

RD BRANCH ASSOCIATES, L.P., a New York limited partnership

By: Acadia Property Holdings, LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA WEST DIVERSEY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

868 BROADWAY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

120 WEST BROADWAY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

11 EAST WALTON LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

865 WEST NORTH AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

61 MAIN STREET OWNER LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

252-256 GREENWICH AVENUE RETAIL LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

2520 FLATBUSH AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA CLARK-DIVERSEY LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

ACADIA NEW LOUDON LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

131-135 PRINCE STREET LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

201 NEEDHAM STREET OWNER LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

SHOPS AT GRAND AVENUE LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

2675 GEARY BOULEVARD LP

By: 2675 City Center Partner LLC, itsGeneral Partner

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

2675 CITY CENTER PARTNER LLC

By: /s/ Robert Masters

Name: Robert Masters

Title: Senior Vice President

bank of america, n.a., as

Administrative Agent

By: /s/ Yelena Kharnas

Name: Yelena Kharnas

Title: Vice President

bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender

By: /s/ Yelena Kharnas

Name: Yelena Kharnas

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Denise Smyth

Name: Denise Smyth

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Matthew Ricketts

Name: Matthew Ricketts

Title: Managing Director

EX-10.4

FORM OF ASSIGNMENT AND ASSUMPTION OF CARRIED INTEREST

This Assignment and Assumption of Carried Interest (“Assignment”) is made as of the __ day of __, 20__ by and between ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership, having an office at 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605 (“Assignor”) and ________, an individual residing in the State of New York (“Assignee”).

W I T N E S S E T H :

WHEREAS, Assignor currently owns 100% of the membership interests in and is the sole member of [insert name of entity whose interests are being transferred] (“_____________ Promote Member”);

WHEREAS, Assignor desires to assign a ____% membership in ________Promote Member to Assignee (the “Assigned Interest”); and

WHEREAS, Assignee desires to accept such assignment and to assume the obligations and liabilities of Assignor with respect to the Assigned Interest only.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.    Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Operating Agreement of ________Promote Member.

2.    Subject to the vesting requirements of Section 5, Assignor hereby transfers, assigns and conveys the Assigned Interest to Assignee.

3.    Assignee hereby accepts such assignment and assumes the obligations and liabilities of Assignor with respect to the Assigned Interest from and after the date hereof.

4.    Assignor represents and warrants that at the time of execution and delivery of this Assignment, Assignor owns good and marketable title to, and has the requisite power to assign, transfer and convey to the Assignee the Assigned Interest, and that the Assigned Interest is free and clear of all liens, encumbrances and security interests and it is hereby conveying the same to the Assignee.

5.    Assignee shall earn a vested and nonforfeitable right to the Assigned Interest as follows:

i. vesting shall be subject to Assignee’s continuing employment with Acadia Realty Limited Partnership and Acadia Realty Trust or any of their subsidiaries (collectively, the “Company”). In the event that Assignee shall no longer be employed by the Company, any portion of the Assigned Interest which has not vested shall be void, terminated and revert to Assignor. Assignee shall have no right, title or interest in the remaining, unvested balance of the Assigned Interest; and

ii. with respect to one hundred percent (100%) of the Assigned Interest awarded pursuant to Section 2, vesting shall occur as follows:

[insert vesting schedule]

Notwithstanding any other agreement between Assignee and Company, upon Assignee’s: (I) voluntary termination of employment with the Company or (II) termination of employment by the Company for Cause (as defined below), any portion of the Assigned Interest which has not vested shall be forfeited. Notwithstanding anything to the contrary aforesaid, following a Change of Control (as defined below) and the Assignor or any wholly-owned affiliate terminates the Assignee’s employment without Cause (as defined below) or Assignee terminates his or her employment for Good Reason (as defined below), any part of the Assigned Interest which has not vested shall vest in full as of the date of such Change of Control.

“Cause” means the Assignee has: (A) deliberately made a misrepresentation in connection with, or willfully failed to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or willfully destroyed or failed to preserve documents or other materials known to be

relevant to such investigation, or willfully induced others to fail to cooperate or to produce documents or other materials; (B) failed to perform his duties hereunder (other than any such failure resulting from the Assignee’s incapacity due to physical or mental illness) which failure continues for a period of three (3) business days after written demand for corrective action is delivered by the Company specifically indentifying the manner in which the Company believes the Assignee has not performed his duties; (C) engaged in conduct constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company other than the occasional customary and de minimis use of Company property for personal purposes; (D) materially violated a Company policy, including but not limited to a policy set forth in the Company's Employee Handbook; (E) disparaged the Company, its officers, trustees, employees or partners; (F) solicited any existing employee of the Company above the level of an administrative assistant to work at another company; (G) committed a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud.

“Change of Control” means that any of the following events has occurred: (A) any "person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act (irrespective of any vesting or waiting periods) of (i) Common Shares in an amount equal to thirty percent (30 %) or more of the sum total of the Common Shares issued and outstanding immediately prior to such acquisition as if they were a single class and disregarding any equity raised in connection with the financing of such transaction; provided, however, that in determining whether a Change of Control has occurred, outstanding shares or voting securities which are acquired in an acquisition by (i) the Company or any of its subsidiaries or (ii) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any of its subsidiaries shall not constitute an acquisition which can cause a Change of Control; or (B) the approval of the dissolution or liquidation of the Company; or (C) the approval ofthe sale or other disposition of all or substantially all of its assets in one (1) or more transactions; or (D) a turnover, during any two (2) year period, of the majority of the members of the Board, without the consent of the majority of the members of the Board as to the appointment of the new Board members.

“Good Reason” means (A) a material breach of any employment or severance agreement between Assignor or any wholly-owned subsidiary and Assignee, including but not limited to: a material, adverse alteration in the nature of Assignee’s duties, responsibilities, or authority; (B) upon a material reduction in Assignee’s Annual Base Salary or a material reduction in other benefits (except for bonuses or similar discretionary payments) as in effect at the time in question, or a failure to pay such amounts when due which is not cured by the Assignor within ten (10) days after written notice of such default by Assignee.

6.    The Assigned Interest may not be transferred, assigned, pledged or hypothecated, and shall be subject to execution, attachment or similar process only to the extent the Assignee shall have, pursuant to Section 5 hereof, a vested, nonforfeitable right to any portion of the Assigned Interest.

7.    Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment or services of the Assignee for the period during which the Assigned Interest has not vested.

8.

(a)    This Assignment may not be modified, altered or amended, or its terms waived, except by an instrument in writing signed by the parties hereto.

(b)    All notices under this Agreement shall, unless otherwise provided herein, be mailed or delivered by hand to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another.

(c)    This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws.

(d)    The parties agree to keep the content of this Agreement and any related documents strictly confidential and shall not disclose such confidential information to any person or entity other than each party's respective financial, legal and tax consultants (except as required by law or court order).

(e)    This Agreement shall be binding upon and inure to the heirs, successors and assigns of the Assignee (subject, however, to the limitations set forth herein) and the Assignor.

(f)    None of the provisions of this Assignment are intended to be, nor shall they construed to be, for the benefit of any third party.

(g)    The paragraph numbers and captions appearing herein are inserted only as a matter of convenience and are not intended to define, limit, construe or describe the scope or intent of any paragraph, nor in any way affect this Agreement.

(h)    Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such prohibition shall be ineffective to the extent of such prohibition or invalidation of the remainder of such provision or the remaining provisions of the Agreement.

(i)    If any provision of this Assignment is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not effect the remaining provisions of this Assignment, all of which will remain in full force and effect.

(j)    This Assignment may be executed in counterparts all of which taken together shall constitute one original Assignment.

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the date first above written.

ASSIGNOR:	ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership By:Acadia Realty Trust, its general partner By: Robert Masters Senior Vice President
ASSIGNEE:	_______________________________________ [Insert Name of Assignee]

EX-10.5

FORM OF

OMNIBUS AMENDMENT TO SERIES OF

ASSIGNMENTS AND ASSUMPTIONS OF CARRIED INTEREST

This Omnibus Amendment to the Series of Assignments and Assumptions of Carried Interest (the “Amendment”) made as of the __ of ___, 20__ by and between ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership, having an office at 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605 (”Assignor”) and __________________ [insert Assignee name], an individual residing in the State of New York (“Assignee”).

WITNESSETH :

WHEREAS, the Assignor and Assignee executed [a][insert “series of” if multiple Assignments] Assignments and Assumptions of Carried Interest dated as follows: _______[, ______, and ______](the “Assignment” [insert “Assignments” if more than one]; and

WHEREAS, the Assignor desires to clarify that the distributions which may be made to Assignee are within the sole discretion of the Assignor; and

WHEREAS, the Assignee desires to clarify certain provisions regarding his rights to vest and to be paid the distributions notwithstanding anything to the contrary.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Assignments.

2.The second paragraph of Section 5.ii. commencing with, “Notwithstanding any other agreement between Assignee and Company, ….” shall be deleted and the following substituted therefor:

“Notwithstanding any other agreement between Assignee and Company, upon Assignee’s: (I) voluntary termination of employment with the Company or (II) termination of employment by the Company for Cause (as defined below), any portion of the Assigned Interest which has not vested shall be forfeited. Notwithstanding anything to the contrary aforesaid, following a Change of Control (as defined below) or if the Assignor or any wholly-owned affiliate terminates the Assignee’s employment without Cause (as defined below), or Assignee terminates his or her employment for Good Reason (as defined below), or upon the death, disability or retirement of the Assignee, any part of the Assigned Interest which has not vested shall vest in full as of the date of such aforementioned event. If one of the aforementioned events occurs, then notwithstanding Section 8(b) of the Operating Agreement of the Fund III Special Member to the contrary, if distributions are made to the Assignor, the prorata distributions shall be made to the Assignee.”

3.Except as expressly provided in this Amendment, all terms, conditions, representations, warranties and covenants contained in the Assignments shall remain in full force and effect, and are hereby ratified, confirmed and acknowledged by the parties hereto.

4.This Amendment shall be construed, interpreted and governed in accordance with the laws of the State of New York, without regard to the choice of laws provisions thereof.

5.This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. All facsimile and electronically transmitted signatures shall be deemed as originals.

6.In the event of a conflict between this Amendment and the Assignments, the provisions of this Amendment shall govern and control.

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Amendment.

[Signature Page Immediately Follows]

ASSIGNOR: ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership

By:    Acadia Realty Trust, its general partner

By:                            

Robert Masters, Senior Vice President

ASSIGNEE:

[Insert Name of Assignee]

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a — 14(a) (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Kenneth F. Bernstein, certify that:

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

July 31, 2015

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a — 14(a) (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Jonathan W. Grisham, certify that:

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

July 31, 2015

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Acadia Realty Trust (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth F. Bernstein, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Kenneth F. Bernstein

Kenneth F. Bernstein

President and Chief Executive Officer

July 31, 2015

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Acadia Realty Trust (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan W. Grisham, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Jonathan W. Grisham

Jonathan W. Grisham

Senior Vice President and

Chief Financial Officer

July 31, 2015

EX-99.2

THIRD AMENDMENT TO

AMENDED & RESTATED PARTNERSHIP AGREEMENT

THIS THIRD AMENDMENT, dated as of May 1, 2003 to the Amended and Restated Partnership Agreement, dated as of March 22, 1999, as amended by the First Amendment dated as of November 15, 1999 and the Second Amendment dated as of November 18, 1999 (collectively, the "Partnership Agreement"), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

BACKGROUND

A. Section 14.1 of the Partnership Agreement sets forth those circumstances in which the Partnership is to be dissolved. The General Partner has determined that subsections 14.1 (ii) and (iii) were adopted to provide the General Partner with the flexibility, as well as the power and authority, to cause the dissolution of the Partnership at such time as less than 5% of the Percentage Interests are held by Partners other than the General Partner.

B. Pursuant to Section 16(b) of the Partnership Agreement, the General Partner may amend the Partnership Agreement without the consent of the Limited Partners for, among other purposes, the purpose of surrendering any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners.

C. The General Partner has determined that it is in the best interests of the Limited Partners for the Partnership not to be automatically dissolved even if the General Partner holds in excess of 95% of the Percentage Interests and pursuant to Section 16(B)(i)(a) of the Partnership Agreement has determined that such dissolution should not be automatic.

D. The General Partner, pursuant to the exercise of such authority and in accordance with Section 16(B)(i)(a) of the Partnership Agreement, has determined to execute this Third Amendment to the Partnership Agreement to evidence the surrender of the power to automatically cause the dissolution of the Partnership pursuant to Section 14.1(iii) of the Partnership Agreement and to delete such section from the Partnership Agreement.

NOW, THEREFORE, the parties hereto, for good and sufficient consideration and intending to be legally bound, hereby amend the Partnership Agreement as follows:

1.    Section 14.1(iii) of the Partnership Agreement is hereby deleted in its entirety.

2.    Except as expressly set forth in this Third Amendment, the Partnership Agreement is hereby ratified and confirmed in each and every respect.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Third Amendment to the Partnership Agreement is executed and delivered as of the date first written above.

General Partner:

ACADIA REALTY TRUST

By:/s/ Kenneth F. Bernstein

Kenneth F. Bernstein

President

Limited Partners:

By:    Kenneth F. Bernstein, President of Acadia Realty Trust, General Partner of the Partnership, as attorney-in-fact pursuant to Section 15 of the Partnership Agreement

By:/s/ Kenneth F. Bernstein

Kenneth F. Bernstein

President

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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE - Assets Held For Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT
Assets of properties held for sale	$ 0	$ 56,073
Liabilities of properties held for sale	$ 0	$ 25,500

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FAIR VALUE MEASUREMENTS Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable and preferred equity investments, net	$ 168,931	$ 102,286
Mortgage and other notes payable	1,326,667	1,130,481
Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable and preferred equity investments, net	168,931	102,286
Mortgage and other notes payable	$ 1,345,446	$ 1,141,371

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MORTGAGE AND OTHER NOTES PAYABLE (Details)	1 Months Ended		6 Months Ended
	May. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)	Jun. 30, 2015 USD ($) extension_option	Dec. 31, 2014 USD ($)
Mortgage Loans on Real Estate [Line Items]
Mortgage and other notes payable			$ 1,326,667,000	$ 1,130,481,000
Number of loan extensions | extension_option			1
Length of loan extension		6 months
Unsecured credit facility | Line of Credit
Mortgage Loans on Real Estate [Line Items]
Amount borrowed from credit facility			$ 83,500,000
Outstanding balance under credit facility			83,500,000
Unsecured credit facility | Line of Credit | Fund IV
Mortgage Loans on Real Estate [Line Items]
New mortgage loans			50,000,000
Commitment fee threshold amount		$ 20,000,000.0
Line of credit			34,500,000
Line of Credit Facility, Unused Capacity Over Threshold Amount, Commitment Fee Percentage		1.00%
Line of Credit Facility, Unused Capacity Under Threshold Amount, Commitment Fee Percentage		2.75%
Unsecured credit facility | Line of Credit | Fund IV | LIBOR
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate		2.75%
Unsecured credit facility | Line of Credit | Fund II
Mortgage Loans on Real Estate [Line Items]
Amount borrowed from credit facility	$ 12,500,000
New mortgage loans	25,000,000
Commitment fee threshold amount	$ 12,500,000.0
Commitment fee percentage	2.75%
Basis spread on variable rate	2.75%
Convertible Debt [Member]
Mortgage Loans on Real Estate [Line Items]
Redemption of debt			400,000
Line of Credit | Subscription Line | Line of Credit | Fund IV
Mortgage Loans on Real Estate [Line Items]
Repayment of line of credit			(54,700,000)
Mortgage and other notes payable			$ 22,400,000

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ORGANIZATION AND BASIS OF PRESENTATION - Summary of General Terms and Operating Partnership's Equity Interests (Details) - USD ($) $ in Millions		6 Months Ended	12 Months Ended
		Jun. 30, 2015	Dec. 31, 2013
Fund II
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Payments of dividends			$ 47.1
Operating Partnership | Fund I and Mervyns I
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Operating Partnership Share of Capital	[1]	22.22%
Fund Size	[1]	$ 90.0
Capital Called	[1],[2]	86.6
Unfunded Commitment	[1]	$ 0.0
Equity Interest Held By Operating Partnership	[1]	37.78%
Preferred Return	[1]	9.00%
Capital Returned	[1],[2]	$ 194.4
Operating Partnership | Fund II and Mervyns II
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Operating Partnership Share of Capital	[3]	20.00%
Fund Size	[3]	$ 300.0
Capital Called	[2],[3]	300.0
Unfunded Commitment	[3]	$ 47.1
Equity Interest Held By Operating Partnership	[3]	20.00%
Preferred Return	[3]	8.00%
Capital Returned	[2],[3]	$ 131.6
Operating Partnership | Fund III
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Operating Partnership Share of Capital		19.90%
Fund Size	[3]	$ 502.5
Capital Called	[2]	381.6
Unfunded Commitment		$ 68.4
Equity Interest Held By Operating Partnership		19.90%
Preferred Return		6.00%
Capital Returned	[2]	$ 429.1
Operating Partnership | Fund IV
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Operating Partnership Share of Capital		23.12%
Fund Size	[3]	$ 540.6
Capital Called	[2]	179.4
Unfunded Commitment		$ 361.2
Equity Interest Held By Operating Partnership		23.12%
Preferred Return		6.00%
Capital Returned	[2]	$ 101.9

[1] Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions.

[2] Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares.

[3] During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects.

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EARNINGS PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share from Continuing Operations

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated:

2.    EARNINGS PER COMMON SHARE (continued)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands, except per share amounts)	2015			2014			2015			2014
Numerator
Income from continuing operations	$	26,495		$	11,365		$	43,042		$	32,960
Less: net income attributable to participating securities	(238		)	(197		)	(478		)	(585		)
Income from continuing operations, net of income attributable to participating securities	26,257			11,168			42,564			32,375
Denominator
Weighted average shares for basic earnings per share	68,825			58,013			68,561			56,989
Effect of dilutive securities:
Employee Restricted Share Units and share options	19			19			30			28
Convertible Preferred OP Units	25			—			25			25
Denominator for diluted earnings per share	68,869			58,032			68,616			57,042
Basic and diluted earnings per Common Share from continuing operations attributable to Common Shareholders	$	0.38		$	0.19		$	0.62		$	0.57

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SEGMENT REPORTING (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) segment	Jun. 30, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment			3
Revenues	$ 53,161	$ 49,511	$ 105,642	$ 96,196
Property operating expenses, other operating and real estate taxes	(13,214)	(12,214)	(29,357)	(25,695)
General and administrative expenses	(8,005)	(6,879)	(15,537)	(13,775)
Depreciation and amortization	(13,903)	(11,584)	(27,561)	(23,171)
Operating income	13,039	18,834	28,187	33,555
Equity in earnings of unconsolidated affiliates	3,406	1,430	9,999	4,459
Gain on disposition of property of unconsolidated affiliates	17,105	0	17,105	0
Loss on debt extinguishment	(25)	(66)	(134)	(269)
Impairment of asset	(5,000)	0	(5,000)	0
Gain on disposition of properties	61,841	561	88,984	12,948
Interest and other finance expense	(9,964)	(9,534)	(18,785)	(20,185)
Income tax benefit (provision)	56	83	(1,361)	(85)
Income from continuing operations	85,458	11,308	123,995	30,423
Net income	85,458	11,868	123,995	30,983
Gain on disposition of property	0	560	0	560
Continuing operations	(58,963)	57	(80,953)	2,537
Discontinued operations	0	(461)	0	(461)
Net loss (income) attributable to noncontrolling interests	(58,963)	(404)	(80,953)	2,076
Net income attributable to Common Shareholders	26,495	11,464	43,042	33,059
Real Estate at Cost	2,578,580	1,982,629	2,578,580	1,982,629
Total Assets	2,973,699	2,372,196	2,973,699	2,372,196
Acquisition of Real Estate	52,800	17,100	273,071	107,600
Investment in Redevelopment and Improvements	64,751	30,806	105,245	68,311
Core Portfolio
Segment Reporting Information [Line Items]
Revenues	37,593	30,535	73,186	60,684
Property operating expenses, other operating and real estate taxes	(8,235)	(7,587)	(17,926)	(15,493)
General and administrative expenses	(7,397)	(6,238)	(14,208)	(12,651)
Depreciation and amortization	(10,568)	(8,300)	(20,475)	(16,633)
Operating income	6,393	8,410	15,577	15,907
Equity in earnings of unconsolidated affiliates	699	227	1,133	323
Gain on disposition of property of unconsolidated affiliates	0		0
Loss on debt extinguishment	0	(3)	0	(3)
Impairment of asset	(5,000)		(5,000)
Gain on disposition of properties	0	0	0	12,387
Interest and other finance expense	(7,329)	(6,627)	(13,797)	(13,510)
Income tax benefit (provision)	75	91	(405)	(13)
Income from continuing operations		2,098		15,091
Net income	(162)	2,098	2,508	15,091
Gain on disposition of property		0		0
Continuing operations		(1,036)		(1,453)
Discontinued operations		(4)		(4)
Net loss (income) attributable to noncontrolling interests	2,205	(1,040)	2,026	(1,457)
Net income attributable to Common Shareholders	2,043	1,058	4,534	13,634
Real Estate at Cost	1,553,174	1,184,956	1,553,174	1,184,956
Total Assets	1,650,555	1,153,586	1,650,555	1,153,586
Acquisition of Real Estate	0	17,100	169,235	107,600
Investment in Redevelopment and Improvements	3,271	754	9,624	2,182
Funds
Segment Reporting Information [Line Items]
Revenues	11,583	13,934	25,063	26,576
Property operating expenses, other operating and real estate taxes	(4,979)	(4,627)	(11,431)	(10,202)
General and administrative expenses	(608)	(641)	(1,329)	(1,124)
Depreciation and amortization	(3,335)	(3,284)	(7,086)	(6,538)
Operating income	2,661	5,382	5,217	8,712
Equity in earnings of unconsolidated affiliates	2,707	1,203	8,866	4,136
Gain on disposition of property of unconsolidated affiliates	17,105		17,105
Loss on debt extinguishment	(25)	(63)	(134)	(266)
Impairment of asset	0		0
Gain on disposition of properties	61,841	561	88,984	561
Interest and other finance expense	(2,635)	(2,907)	(4,988)	(6,675)
Income tax benefit (provision)	(19)	(8)	(956)	(72)
Income from continuing operations		4,168		6,396
Net income	81,635	4,728	114,094	6,956
Gain on disposition of property		560		560
Continuing operations		1,093		3,990
Discontinued operations		(457)		(457)
Net loss (income) attributable to noncontrolling interests	(61,168)	636	(82,979)	3,533
Net income attributable to Common Shareholders	20,467	5,364	31,115	10,489
Real Estate at Cost	1,025,406	797,673	1,025,406	797,673
Total Assets	1,154,213	1,122,303	1,154,213	1,122,303
Acquisition of Real Estate	52,800	0	103,836	0
Investment in Redevelopment and Improvements	61,480	30,052	95,621	66,129
Structured Financing
Segment Reporting Information [Line Items]
Revenues	3,985	5,042	7,393	8,936
Property operating expenses, other operating and real estate taxes	0	0	0	0
General and administrative expenses	0	0	0	0
Depreciation and amortization	0	0	0	0
Operating income	3,985	5,042	7,393	8,936
Equity in earnings of unconsolidated affiliates	0	0	0	0
Gain on disposition of property of unconsolidated affiliates	0		0
Loss on debt extinguishment	0	0	0	0
Impairment of asset	0		0
Gain on disposition of properties	0	0	0	0
Interest and other finance expense	0	0	0	0
Income tax benefit (provision)	0	0	0	0
Income from continuing operations		5,042		8,936
Net income	3,985	5,042	7,393	8,936
Gain on disposition of property		0		0
Continuing operations		0		0
Discontinued operations		0		0
Net loss (income) attributable to noncontrolling interests	0	0	0	0
Net income attributable to Common Shareholders	3,985	5,042	7,393	8,936
Real Estate at Cost	0	0	0	0
Total Assets	168,931	96,307	168,931	96,307
Acquisition of Real Estate	0	0	0	0
Investment in Redevelopment and Improvements	$ 0	$ 0	$ 0	$ 0

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - Summary of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Schedule of Equity Method Investments [Line Items]
Real estate under development	$ 533,295		$ 533,295		$ 447,390
Investments in and advances to unconsolidated affiliates	166,632		166,632		184,352
Total assets	2,973,699		2,973,699		2,732,600
Other liabilities	27,616		27,616		25,148
Total liabilities and equity	2,973,699		2,973,699		2,732,600
Distributions in excess of income from, and investments in, unconsolidated affiliates	(13,161)		(13,161)		(12,564)
Total revenues	53,161	$ 49,511	105,642	$ 96,196
Operating Expenses	(40,122)	(30,677)	(77,455)	(62,641)
Equity in earnings of unconsolidated affiliates	3,406	1,430	9,999	4,459
Depreciation and amortization	(13,903)	(11,584)	(27,561)	(23,171)
Loss on debt extinguishment	(25)	(66)	(134)	(269)
Income from continuing operations	85,458	11,308	123,995	30,423
Unconsolidated Affiliates
Schedule of Equity Method Investments [Line Items]
Rental property, net	322,352		322,352		387,739
Real estate under development	0		0		60,476
Investments in and advances to unconsolidated affiliates	7,548		7,548		11,154
Other assets	59,917		59,917		62,862
Total assets	389,817		389,817		522,231
Loans Payable to Bank	266,109		266,109		315,897
Other liabilities	17,714		17,714		66,116
Partners’ equity	105,994		105,994		140,218
Total liabilities and equity	389,817		389,817		$ 522,231
Total revenues	10,342	12,247	22,015	24,352
Operating Expenses	(3,102)	(5,503)	(6,833)	(9,318)
Interest Expense	(2,259)	(2,975)	(4,897)	(5,500)
Equity in earnings of unconsolidated affiliates	0	0	66,655	(328)
Depreciation and amortization	(2,787)	(3,475)	(5,037)	(6,181)
Loss on debt extinguishment	0	0	0	(187)
Gain (Loss) On Disposition Of Property Of Equity Method Investment	25,208	239	25,208	239
Income from continuing operations	27,402	533	97,111	3,077
Operating Partnership, as General Partner or Managing Member
Schedule of Equity Method Investments [Line Items]
Equity in earnings of unconsolidated affiliates	20,511	1,430	27,104	4,459
Company’s share of net income	20,609	1,528	27,300	4,655
Amortization of Excess Investment	$ (98)	$ (98)	$ (196)	$ (196)

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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE - Acquisition (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015 USD ($) ft² residential_unit	Jun. 30, 2015 USD ($) ft² residential_unit	May. 31, 2015	Apr. 30, 2015	Mar. 31, 2015	Dec. 31, 2014 USD ($)
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	337,427	337,427
Core Portfolio
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	265,500	265,500
Purchase Price		$ 184,643
Assumption of Debt		9,765
Acquisition costs		$ 700
Fund II
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	0	0
Purchase Price		$ 100,800
Assumption of Debt		$ 81,000
Fund IV
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	59,669	59,669
Purchase Price		$ 84,036
Assumption of Debt		0
Acquisition costs		$ 2,000
City Center | San Fransisco, CA | Core Portfolio
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	205,000	205,000
Percentage of interests acquired	100.00%	100.00%
Purchase Price		$ 155,000
Assumption of Debt		$ 0
163 Highland Avenue | Needham, MA | Core Portfolio
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	40,500	40,500
Percentage of interests acquired	100.00%	100.00%
Purchase Price		$ 24,000
Assumption of Debt		$ 9,765
Route 202 Shopping Center | Wilmington, DE | Core Portfolio
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	20,000	20,000
Percentage of interests acquired	100.00%	100.00%		77.78%
Purchase Price		$ 5,643
Assumption of Debt		$ 0
City Point - Tower I | Brooklyn, NY | Fund II
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	0	0
Percentage of interests acquired	95.00%	95.00%	43.00%
Purchase Price		$ 100,800
Assumption of Debt		$ 81,000
Ownership interest in investment, percentage					52.00%
Total investment, percentage	95.00%	95.00%
Number of residential units | residential_unit	250	250
1035 Third Avenue | New York, NY | Fund IV
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	53,294	53,294
Percentage of interests acquired	100.00%	100.00%
Purchase Price		$ 51,036
Assumption of Debt		$ 0
801 Madison Avenue | New York, NY | Fund IV
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	6,375	6,375
Percentage of interests acquired	100.00%	100.00%
Purchase Price		$ 33,000
Assumption of Debt		$ 0
Acquisitions in 2015
Business Acquisition [Line Items]
Gross leasable area (in square feet) | ft²	325,169	325,169
Purchase Price		$ 369,479
Assumption of Debt		90,765
Purchase Price Allocations
Land	$ 65,759	65,759
Buildings and improvements	204,532	204,532
Above-below market debt assumed (included in Mortgage and other notes payable)	9,765	9,765
Total consideration	260,526	260,526
Acquisitions In 2014
Purchase Price Allocations
Land	60,571	60,571				$ 43,820
Buildings and improvements	105,377	105,377				126,955
Acquisition-related intangible assets (in Acquired lease intangibles, net)	9,836	9,836				0
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)	5,009	5,009				0
Total consideration	$ 170,775	170,775				$ 170,775
Adjustments
Land		16,751
Buildings and improvements		(21,578)
Acquisition-related intangible assets (in Acquired lease intangibles, net)		9,836
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)		(5,009)
Total consideration		$ 0
Corporate Joint Venture
Business Acquisition [Line Items]
Percentage of interests acquired	10.00%	10.00%
Purchase Price	$ 4,200
Individually Less Than 3 Percent, Variable Interest Rate
Business Acquisition [Line Items]
Loans converted	1,900	$ 1,900
Individually Less Than 3 Percent, Variable Interest Rate | Corporate Joint Venture
Business Acquisition [Line Items]
Loans converted	$ 1,900	$ 1,900

XML

SUBSEQUENT EVENTS (Details) $ in Thousands	1 Months Ended	6 Months Ended
	Jul. 31, 2015 USD ($) loan	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jul. 01, 2015 USD ($)
Subsequent Event [Line Items]
Proceeds from notes receivable		$ 0	$ 11,990
Subsequent Event
Subsequent Event [Line Items]
Proceeds from notes receivable	$ 9,800
Principal amount of receivable				$ 8,000
Accrued interest				1,800
Nonperforming Financing Receivable | Subsequent Event
Subsequent Event [Line Items]
Proceeds from notes receivable	$ 12,000
Principal amount of receivable				$ 8,000
Number of loans | loan	3

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FAIR VALUE MEASUREMENTS Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of real estate	$ 5,000	$ 0	$ 5,000	$ 0
Fair Value, Measurements, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	0		0
Derivative financial instruments, liabilities	0		0
Fair Value, Measurements, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	289		289
Derivative financial instruments, liabilities	3,997		3,997
Fair Value, Measurements, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	0		0
Derivative financial instruments, liabilities	0		0
Brandywine Portfolio
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of real estate	$ 5,000		5,000
Operating Partnership | Brandywine Portfolio
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of real estate			$ 1,100

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Statement of Cash Flows [Abstract]
Stock issuance costs	$ 522	$ 1,495
Cash paid for capitalized interest	$ 7,465	$ 6,095

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STRUCTURED FINANCINGS, NET - Schedule of Notes Receivable (Details) $ in Thousands	1 Months Ended	6 Months Ended
	Feb. 28, 2015 USD ($)	Jun. 30, 2015 USD ($) debtinstrument loan extension_option Customer	Dec. 31, 2014 USD ($)
Mortgage Loans on Real Estate [Line Items]
Net carrying amounts of notes receivable		$ 168,931	$ 102,286
Number of cross collateralized loans | loan		3
Number of borrowers | Customer		1
Additional investment	$ 400
First Mortgage Loan, 7.7% Loan Due 2015
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		7.70%
Net carrying amounts of notes receivable		$ 12,000	12,000
Mezzanine Loan, 12.7% Loan, Due 2015
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		12.70%
First priority liens		$ 18,900
Net carrying amounts of notes receivable		$ 8,000	8,000
First Mortgage Loan, 8.8% Loan, Due 2015
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		8.80%
Net carrying amounts of notes receivable		$ 7,500	7,500
Extension options | extension_option		1
Extension options, length of term		12 months
Zero Coupon Loan Due 2016
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		24.00%
First priority liens		$ 166,200
Net carrying amounts of notes receivable		0	4,986
Loans converted		$ 5,600
First Mortgage Loan, 5.5% Loan Due 2016
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		5.50%
Net carrying amounts of notes receivable		$ 4,000	4,000
Extension options | extension_option		1
Extension options, length of term		6 months
First Mortgage Loan, 6% Loan Due On Demand
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		6.00%
Net carrying amounts of notes receivable		$ 15,000	0
Extension options | extension_option		1
Extension options, length of term		12 months
Preferred Equity, 13.5% Loan, Due 2016
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		13.50%
Net carrying amounts of notes receivable		$ 4,000	4,000
Other Loan 17% Due 2016
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		17.00%
Net carrying amounts of notes receivable		$ 6,500	0
Other Loan, 18%, Due 2017
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		18.00%
Net carrying amounts of notes receivable		$ 3,607	3,307
Preferred Equity, 8.1% Loan, Due 2017
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		8.10%
First priority liens		$ 20,855
Net carrying amounts of notes receivable		13,000	13,000
First Mortgage Loan LIBOR Plus 7.1% Due 2018
Mortgage Loans on Real Estate [Line Items]
Net carrying amounts of notes receivable		$ 26,000	0
Extension options | extension_option		1
Extension options, length of term		12 months
First Mortgage Loan LIBOR Plus 7.1% Due 2018 | LIBOR
Mortgage Loans on Real Estate [Line Items]
Loans receivable, basis spread on variable rate		7.10%
Zero Coupon Loan Due 2020
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		2.50%
Net carrying amounts of notes receivable		$ 29,793	0
Mezzanine Loan, Eighteen Percent, Due 2017 [Member]
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		15.00%
Net carrying amounts of notes receivable		$ 30,879	30,879
Other Loan, 15%, Loan Due 2020
Mortgage Loans on Real Estate [Line Items]
Net carrying amounts of notes receivable		$ 0	4,000
Other Loan, 15%, Loan Due 2020 | LIBOR
Mortgage Loans on Real Estate [Line Items]
Loans receivable, basis spread on variable rate		2.50%
Mezzanine Loan, 10% Due On Demand
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		10.00%
First priority liens		$ 87,477
Net carrying amounts of notes receivable		$ 7,983	7,983
Individually Less Than 3 Percent, Variable Interest Rate
Mortgage Loans on Real Estate [Line Items]
Effective interest rate		11.60%
Net carrying amounts of notes receivable		$ 669	2,631
Loans converted		$ 1,900
Number of loans | loan		1
Nonperforming Financing Receivable
Mortgage Loans on Real Estate [Line Items]
Number of instruments held | debtinstrument		3
152 -154 Spring St
Mortgage Loans on Real Estate [Line Items]
Percentage of interests acquired		10.00%
Carrying Amount
Mortgage Loans on Real Estate [Line Items]
Notes receivable and preferred equity investments, net		$ 168,931	$ 102,286

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MORTGAGE AND OTHER NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2015

Mortgage Loans on Real Estate [Abstract]

Schedule of Mortgage Notes Payable

The Company completed the following transactions related to mortgage and other notes payable and credit facilities during the six months ended June 30, 2015:

Secured Debt:

(dollars in thousands)			Borrowings				Repayments
Property	Date	Description	Amount		Interest Rate	Maturity Date	Amount		Interest Rate
1035 Third Avenue	January	New Borrowing	$	42,000	LIBOR+2.35%	1/28/2021	$	—
Lincoln Park Centre	January	Repayment					28,000		LIBOR+1.45%
163 Highland Avenue	March	Assumption	9,765		4.66%	3/1/2024
Broughton Street Portfolio (1)	May	New Borrowing	20,000		LIBOR+3.00%	5/5/2016
City Point	June	Assumption	19,000		1.25%	12/1/2016
City Point	June	Assumption	62,000		SIFMA+1.60%	12/1/2016
City Point	June	Repayment					20,650		LIBOR+4.00%
17 E. 71st Street	June	New Borrowing	19,000		LIBOR+1.90%	6/9/2020
Crescent Plaza	June	Repayment					16,326		4.98%
Total			$	171,765			$	64,976

XML

STRUCTURED FINANCINGS, NET (Tables)

6 Months Ended

Jun. 30, 2015

Mortgage Loans on Real Estate [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

As of June 30, 2015, the Company’s structured financing portfolio, net consisted of notes receivable and preferred equity investments, aggregating $168.9 million. These investments were collateralized either by underlying properties, the borrowers' ownership interests in the entities that own properties and/or by the borrowers' personal guarantee subject, as applicable, to senior liens, as follows:

(dollars in thousands)
Description	Notes	Effective interest rate (1)	First Priority liens	Net Carrying Amounts of Structured Financing Investments as of June 30, 2015		Net Carrying Amounts of Structured Financing Investments as of December 31, 2014		Maturity date	Extension Options
First Mortgage Loan		7.7%		$	12,000	$	12,000	7/15/2015
Mezzanine Loan		12.7%	18,900	8,000		8,000		10/3/2015
First Mortgage Loan		8.8%		7,500		7,500		10/31/2015	1 x 12 Months
Zero Coupon Loan	(2) (3)	24.0%	166,200	—		4,986		1/3/2016
First Mortgage Loan		5.5%		4,000		4,000		4/1/2016	1 x 6 Months
First Mortgage Loan	(4)	6.0%		15,000		—		5/1/2016	1 x 12 Months
Preferred Equity		13.5%		4,000		4,000		5/9/2016
Other	(5)	17.0%		6,500		—		6/1/2016
Other		18.0%		3,607		3,307		7/1/2017
Preferred Equity		8.1%	20,855	13,000		13,000		9/1/2017
First Mortgage Loan	(6)	LIBOR + 7.1%		26,000		—		6/25/2018	1 x 12 Months
Zero Coupon Loan	(2) (7)	2.5%		29,793		—		5/31/2020
Mezzanine Loan		15.0%		30,879		30,879		11/9/2020
Other		LIBOR + 2.5%		—		4,000		12/30/2020
Mezzanine Loan	(8)	10.0%	87,477	7,983		7,983		Demand
Individually less than 3%	(9) (10) (11)	11.6%		669		2,631		12/31/2015
Total				$	168,931	$	102,286

Notes:

(1) Includes origination and exit fees

(2) The principal balance for this accrual-only loan is increased by the interest accrued.

(3) During April 2015, the Company converted a $5.6 million loan into an equity interest in a shopping center (Note 4).

(4) During May 2015, the Company made a $15.0 million loan, which is collateralized by a property, bears interest at 6.0% and matures May 1, 2016.

(5) During June 2015, the Company made a $6.5 million loan, which bears interest at 17.0% and matures June 1, 2016.

(6) During June 2015, the Company made a $26.0 million loan, which is collateralized by a property, bears interest at LIBOR + 7.1% and matures June 25, 2018.

6. STRUCTURED FINANCINGS, NET (continued)

(7) During June 2015, the Company made a $29.8 million loan in connection with the disposition of City Point's Phase III (Note 4), which is collateralized by the purchaser's interest of the property. The loan bears interest at 2.5% and matures May 31, 2020.

(8) Comprised of three cross-collateralized loans from one borrower, which are non-performing. Subsequent to June 30, 2015, these notes were repaid in full (Note 13).

(9) Consists of one loan as of June 30, 2015.

XML

DERIVATIVE FINANCIAL INSTRUMENTS (Details) $ in Millions	Jun. 30, 2015 USD ($) derivative interest_rate_swap	Dec. 31, 2014 USD ($)
Derivatives, Fair Value [Line Items]
Accumulated other comprehensive income - unrealized loss on valuation of swap agreements	$ (3.3)	$ (4.0)
Other Liabilities | Level 2
Derivatives, Fair Value [Line Items]
Derivative financial instruments, liabilities	4.0	4.6
Prepaid Expenses and Other Assets | Level 2
Derivatives, Fair Value [Line Items]
Derivative financial instruments, assets	$ 0.3	$ 0.2
Cash Flow Hedging | Variable-Rate Derivatives | Minimum
Derivatives, Fair Value [Line Items]
Derivative, cap interest rate	3.00%
Cash Flow Hedging | Variable-Rate Derivatives | Maximum
Derivatives, Fair Value [Line Items]
Derivative, cap interest rate	4.25%
Interest Rate Swap | Cash Flow Hedging | Fixed-Rate Derivatives
Derivatives, Fair Value [Line Items]
Number of interest rate swaps (in interest rate swaps) | interest_rate_swap	14
Notional amount of interest rate cash flow hedge derivatives	$ 207.9
Interest Rate Swap | Cash Flow Hedging | Fixed-Rate Derivatives | Minimum
Derivatives, Fair Value [Line Items]
Derivative, fixed interest rate	1.40%
Interest Rate Swap | Cash Flow Hedging | Fixed-Rate Derivatives | Maximum
Derivatives, Fair Value [Line Items]
Derivative, fixed interest rate	3.80%
Interest Rate Swap | Cash Flow Hedging | Variable-Rate Derivatives
Derivatives, Fair Value [Line Items]
Notional amount of interest rate cash flow hedge derivatives	$ 139.0
Derivative, number of instruments held | derivative	4

XML

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2015:

(dollars in thousands)	Level 1		Level 2		Level 3
Assets
Derivative financial instruments (Note 7)	$	—	$	289	$	—
Liabilities
Derivative financial instruments (Note 7)	$	—	$	3,997	$	—

Fair value of financial instruments, Assets and Liabilities

The Company has determined the estimated fair values of the following financial instruments within Level 2 of the hierarchy by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date:

(dollars in thousands)	June 30, 2015				December 31, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Notes receivable and preferred equity investments, net	$	168,931	$	168,931	$	102,286	$	102,286
Mortgage and other notes payable	$	1,326,667	$	1,345,446	$	1,130,481	$	1,141,371

XML

SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Reconciliation of Certain Segment Information from Segments to Consolidated

The following tables set forth certain segment information for the Company, as of and for the three and six months ended June 30, 2015 and 2014, and does not include unconsolidated affiliates:

Three Months Ended June 30, 2015

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	37,593		$	11,583		$	3,985	$	53,161
Property operating expenses, other operating and real estate taxes	(8,235		)	(4,979		)	—		(13,214		)
General and administrative expenses	(7,397		)	(608		)	—		(8,005		)
Depreciation and amortization	(10,568		)	(3,335		)	—		(13,903		)
Impairment of asset	(5,000		)	—			—		(5,000		)
Operating income	6,393			2,661			3,985		13,039
Equity in earnings of unconsolidated affiliates	699			2,707			—		3,406
Gain on disposition of property of unconsolidated affiliates	—			17,105			—		17,105
Loss on debt extinguishment	—			(25		)	—		(25		)
Gain on disposition of properties	—			61,841			—		61,841
Interest and other finance expense	(7,329		)	(2,635		)	—		(9,964		)
Income tax benefit (provision)	75			(19		)	—		56
Net (loss) income	$	(162	)	$	81,635		$	3,985	$	85,458
Noncontrolling interests
Net loss (income) attributable to noncontrolling interests	$	2,205		$	(61,168	)	$	—	$	(58,963	)
Net income attributable to Common Shareholders	$	2,043		$	20,467		$	3,985	$	26,495
Real Estate at Cost	$	1,553,174		$	1,025,406		$	—	$	2,578,580
Total Assets	$	1,650,555		$	1,154,213		$	168,931	$	2,973,699
Acquisition of Real Estate	$	—		$	52,800		$	—	$	52,800
Investment in Redevelopment and Improvements	$	3,271		$	61,480		$	—	$	64,751

11.    SEGMENT REPORTING (continued)

Three Months Ended June 30, 2014

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	30,535		$	13,934		$	5,042	$	49,511
Property operating expenses, other operating and real estate taxes	(7,587		)	(4,627		)	—		(12,214		)
General and administrative expenses	(6,238		)	(641		)	—		(6,879		)
Depreciation and amortization	(8,300		)	(3,284		)	—		(11,584		)
Operating income	8,410			5,382			5,042		18,834
Equity in earnings of unconsolidated affiliates	227			1,203			—		1,430
Loss on debt extinguishment	(3		)	(63		)	—		(66		)
Gain on disposition of property	—			561			—		561
Interest and other finance expense	(6,627		)	(2,907		)	—		(9,534		)
Income tax benefit (provision)	91			(8		)	—		83
Income from continuing operations	2,098			4,168			5,042		11,308
Discontinued operations
Gain on disposition of property	—			560			—		560
Net income	$	2,098		$	4,728		$	5,042	$	11,868
Noncontrolling interests
Continuing operations	$	(1,036	)	$	1,093		$	—	$	57
Discontinued operations	(4		)	(457		)	—		(461		)
Net (income) loss attributable to noncontrolling interests	$	(1,040	)	$	636		$	—	$	(404	)
Net income attributable to Common Shareholders	$	1,058		$	5,364		$	5,042	$	11,464
Real Estate at Cost	$	1,184,956		$	797,673		$	—	$	1,982,629
Total Assets	$	1,153,586		$	1,122,303		$	96,307	$	2,372,196
Acquisition of Real Estate	$	17,100		$	—		$	—	$	17,100
Investment in Redevelopment and Improvements	$	754		$	30,052		$	—	$	30,806

11.    SEGMENT REPORTING (continued)

Six Months Ended June 30, 2015

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	73,186		$	25,063		$	7,393	$	105,642
Property operating expenses, other operating and real estate taxes	(17,926		)	(11,431		)	—		(29,357		)
General and administrative expenses	(14,208		)	(1,329		)	—		(15,537		)
Depreciation and amortization	(20,475		)	(7,086		)	—		(27,561		)
Impairment of asset	(5,000		)	—			—		(5,000		)
Operating income	15,577			5,217			7,393		28,187
Equity in earnings of unconsolidated affiliates	1,133			8,866			—		9,999
Gain on disposition of property of unconsolidated affiliates	—			17,105			—		17,105
Loss on debt extinguishment	—			(134		)	—		(134		)
Gain on disposition of property	—			88,984			—		88,984
Interest and other finance expense	(13,797		)	(4,988		)	—		(18,785		)
Income tax provision	(405		)	(956		)	—		(1,361		)
Net income	$	2,508		$	114,094		$	7,393	$	123,995
Noncontrolling interests
Net loss (income) attributable to noncontrolling interests	$	2,026		$	(82,979	)	$	—	$	(80,953	)
Net income attributable to Common Shareholders	$	4,534		$	31,115		$	7,393	$	43,042
Real Estate at Cost	$	1,553,174		$	1,025,406		$	—	$	2,578,580
Total Assets	$	1,650,555		$	1,154,213		$	168,931	$	2,973,699
Acquisition of Real Estate	$	169,235		$	103,836		$	—	$	273,071
Investment in Redevelopment and Improvements	$	9,624		$	95,621		$	—	$	105,245

11.    SEGMENT REPORTING (continued)

Six Months Ended June 30, 2014

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	60,684		$	26,576		$	8,936	$	96,196
Property operating expenses, other operating and real estate taxes	(15,493		)	(10,202		)	—		(25,695		)
General and administrative expenses	(12,651		)	(1,124		)	—		(13,775		)
Depreciation and amortization	(16,633		)	(6,538		)	—		(23,171		)
Operating income	15,907			8,712			8,936		33,555
Equity in earnings of unconsolidated affiliates	323			4,136			—		4,459
Loss on debt extinguishment	(3		)	(266		)	—		(269		)
Gain on disposition of property	12,387			561			—		12,948
Interest and other finance expense	(13,510		)	(6,675		)	—		(20,185		)
Income tax provision	(13		)	(72		)	—		(85		)
Income from continuing operations	15,091			6,396			8,936		30,423
Discontinued operations
Gain on disposition of property	—			560			—		560
Net income	15,091			6,956			8,936		30,983
Noncontrolling interests
Continuing operations	(1,453		)	3,990			—		2,537
Discontinued operations	(4		)	(457		)	—		(461		)
Net (income) loss attributable to noncontrolling interests	(1,457		)	3,533			—		2,076
Net income attributable to Common Shareholders	$	13,634		$	10,489		$	8,936	$	33,059
Real Estate at Cost	$	1,184,956		$	797,673		$	—	$	1,982,629
Total Assets	$	1,153,586		$	1,122,303		$	96,307	$	2,372,196
Acquisition of Real Estate	$	107,600		$	—		$	—	$	107,600
Investment in Redevelopment and Improvements	$	2,182		$	66,129		$	—	$	68,311

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 123,995	$ 30,983
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	27,561	23,171
Amortization of financing costs	1,546	1,468
Gain on disposition of properties	(88,984)	(13,508)
Impairment of asset	5,000	0
Share compensation expense	3,746	3,833
Equity in earnings of unconsolidated affiliates	(9,999)	(4,459)
Gain on disposition of property of unconsolidated affiliates	(17,105)	0
Distributions of operating income from unconsolidated affiliates	10,035	5,550
Other, net	(2,645)	(1,737)
Changes in assets and liabilities
Cash in escrow	(11,505)	(5,691)
Rents receivable, net	(2,401)	(834)
Prepaid expenses and other assets	7,928	7,570
Accounts payable and accrued expenses	3,828	597
Other liabilities	2,751	(941)
Net cash provided by operating activities	53,751	46,002
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate	(273,071)	(107,600)
Redevelopment and property improvement costs	(105,245)	(68,311)
Deferred leasing costs	(4,274)	(1,224)
Investments in and advances to unconsolidated affiliates	(6,505)	(28,100)
Return of capital from unconsolidated affiliates	5,660	24,326
Proceeds from disposition of property of unconsolidated affiliates	25,604	0
Proceeds from notes receivable	0	11,990
Issuance of notes receivable	(48,200)	(19,362)
Proceeds from sale of properties, net	197,882	19,158
Net cash used in investing activities	(208,149)	(169,123)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage and other notes	(188,166)	(132,452)
Proceeds received from mortgage and other notes	268,761	189,700
Loan proceeds held as restricted cash	30,324	38,513
Deferred financing and other costs	(2,746)	(2,033)
Capital contributions from noncontrolling interests	30,134	31,046
Distributions to noncontrolling interests	(64,648)	(56,730)
Dividends paid to Common Shareholders	(53,270)	(25,814)
Proceeds from issuance of Common Shares, net of issuance costs of $522 and $1,495, respectively	21,080	88,499
Net cash provided by financing activities	41,469	130,729
(Decrease) increase in cash and cash equivalents	(112,929)	7,608
Cash and cash equivalents, beginning of period	217,580	79,189
Cash and cash equivalents, end of period	104,651	86,797
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net of capitalized interest of $7,465 and $6,095, respectively	22,735	23,486
Cash paid for income taxes	1,573	316
Supplemental disclosure of non-cash investing activities
Acquisition of real estate through assumption of debt	90,765	0
Disposition of real estate through cancellation of debt	0	(22,865)
Acquisition of real estate through conversion of notes receivable	6,886	38,000
Acquisition of real estate through assumption of restricted cash	28,192	0
Disposition of air rights through issuance of notes receivable	$ (29,793)	$ 0

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ORGANIZATION AND BASIS OF PRESENTATION (Details) - Entity [Domain] $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($) opportunity_fund property	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of retail properties (in properties)	145
Number of opportunity funds | opportunity_fund	4
Brandywine Portfolio
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Noncontrolling interest, ownership percentage		77.78%
Core Portfolio
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of retail properties (in properties)	89
Opportunity Funds
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of retail properties (in properties)	56
Operating Partnership, as General Partner or Managing Member
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Ownership interest by general partner or managing partner	95.00%
Remaining funds rate of distribution to partnership	20.00%
Institutional Investors
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Remaining funds rate of distribution to all partners	80.00%
Mortgages
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Debt instrument face amount | $	$ 171,765
Non-Recourse Mortgage Debt Due 2016 | Mortgages
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Debt instrument face amount | $	$ 26,300

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - Core Portfolio (Details) - Jun. 30, 2015 - Core Portfolio - ft² ft² in Thousands	Total
Crossroads
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage	49.00%
Square footage of real estate property (in square feet)	311
Georgetown Portfolio
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage	50.00%
Square footage of real estate property (in square feet)	28
Chicago Street Retail Portfolio
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage	88.43%
Square footage of real estate property (in square feet)	87
Route 202 Shopping Center
Schedule of Equity Method Investments [Line Items]
Square footage of real estate property (in square feet)	20
Percentage of interests acquired	77.78%

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Operating real estate
Land	$ 507,952	$ 424,661
Buildings and improvements	1,522,127	1,329,080
Construction in progress	15,206	7,464
Gross operating real estate	2,045,285	1,761,205
Less: accumulated depreciation	277,678	256,015
Net operating real estate	1,767,607	1,505,190
Real estate under development	533,295	447,390
Notes receivable and preferred equity investments, net	168,931	102,286
Investments in and advances to unconsolidated affiliates	166,632	184,352
Cash and cash equivalents	104,651	217,580
Cash in escrow	31,781	20,358
Restricted cash	29,192	30,604
Rents receivable, net	37,887	36,962
Deferred charges, net	32,984	30,679
Acquired lease intangibles, net	47,683	44,618
Prepaid expenses and other assets	53,056	56,508
Assets of properties held for sale	0	56,073
Total assets	2,973,699	2,732,600
LIABILITIES
Mortgage and other notes payable	1,326,667	1,130,481
Distributions in excess of income from, and investments in, unconsolidated affiliates	13,161	12,564
Accounts payable and accrued expenses	37,551	34,026
Dividends and distributions payable	17,697	39,339
Acquired lease intangibles, net	31,137	29,585
Other liabilities	27,616	25,148
Liabilities of properties held for sale	0	25,500
Total liabilities	1,453,829	1,296,643
Shareholders' Equity
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 68,828,560 and 68,109,287 shares, respectively	69	68
Additional paid-in capital	1,050,385	1,027,861
Accumulated other comprehensive loss	(3,284)	(4,005)
Retained earnings	41,654	31,617
Total shareholders’ equity	1,088,824	1,055,541
Noncontrolling interests	431,046	380,416
Total equity	1,519,870	1,435,957
Total liabilities and equity	$ 2,973,699	$ 2,732,600

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MORTGAGE AND OTHER NOTES PAYABLE - MORTGAGE BY PROPERTY (Details) - Jun. 30, 2015 - Mortgages - USD ($) $ in Thousands	Total
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 171,765
Repayments of long-term debt	64,976
Libor Plus 2.25% Mortgage Note | 1035 Third Avenue
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 42,000
Description of variable rate basis	LIBOR
Libor Plus 2.25% Mortgage Note | 1035 Third Avenue | LIBOR
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate	2.35%
Libor Plus 1.45% Mortgage Note | Lincoln Park Centre
Mortgage Loans on Real Estate [Line Items]
Description of variable rate basis	LIBOR
Repayments of long-term debt	$ 28,000
Libor Plus 1.45% Mortgage Note | Lincoln Park Centre | LIBOR
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate	1.45%
4.66% Mortgage note | 163 Highland Avenue
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 9,765
Stated interest rate percentage	4.66%
Libor Plus 3% Mortgage Note | Broughton Street Portfolio
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 20,000
Libor Plus 3% Mortgage Note | Broughton Street Portfolio | LIBOR
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate	3.00%
1.25% Mortgage Note | City Point
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 19,000
Stated interest rate percentage	1.25%
Sifma Plus 1.6% Mortgage Note | City Point
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 62,000
Sifma Plus 1.6% Mortgage Note | City Point | SIFMA
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate	1.60%
Libor Plus 4% Mortgage Note | City Point
Mortgage Loans on Real Estate [Line Items]
Repayments of long-term debt	$ 20,650
Libor Plus 4% Mortgage Note | City Point | LIBOR
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate	4.00%
Libor Plus 1.9% Mortgage Note | 17 E. 71st Street
Mortgage Loans on Real Estate [Line Items]
Debt instrument face amount	$ 19,000
Libor Plus 1.9% Mortgage Note | 17 E. 71st Street | LIBOR
Mortgage Loans on Real Estate [Line Items]
Basis spread on variable rate	1.90%
4.98% Mortgage Note | Crescent Plaza
Mortgage Loans on Real Estate [Line Items]
Stated interest rate percentage	4.98%
Repayments of long-term debt	$ 16,326

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands	Total	Total Shareholders’ Equity	Common Shares	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss) Income	Retained Earnings	Noncontrolling Interests
Balance (in Shares) at Dec. 31, 2014	68,109,287		68,109,000
Balance at Dec. 31, 2014	$ 1,435,957	$ 1,055,541	$ 68	$ 1,027,861	$ (4,005)	$ 31,617	$ 380,416
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership (in Shares)			67,000
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership	0	1,655		1,655			(1,655)
Issuance of Common Shares, net of issuance costs (in Shares)			624,000
Issuance of Common Shares, net of issuance costs	21,080	21,080	$ 1	21,079
Dividends declared ($0.48 per Common Share)	(35,368)	(33,005)				(33,005)	(2,363)
Employee and trustee stock compensation, net (in Shares)			29,000
Employee and trustee stock compensation, net	3,844	452		452			3,392
Acquisition of noncontrolling interests	(662)
Noncontrolling interest distributions	(60,907)						(60,907)
Noncontrolling interest contributions	30,134						30,134
Balance before adjustment towards comprehensive income (in Shares)			68,829,000
Balance before adjustment towards comprehensive income	1,394,078	1,045,061	$ 69	1,050,385	(4,005)	(1,388)	349,017
Comprehensive (loss) income:
Net income	123,995	43,042				43,042	80,953
Unrealized loss on valuation of swap agreements	(1,655)	(1,097)			(1,097)		(558)
Reclassification of realized interest on swap agreements	3,452	1,818			1,818		1,634
Total comprehensive income	$ 125,792	43,763			721	43,042	82,029
Balance (in Shares) at Jun. 30, 2015	68,828,560		68,829,000
Balance at Jun. 30, 2015	$ 1,519,870	$ 1,088,824	$ 69	$ 1,050,385	$ (3,284)	$ 41,654	$ 431,046

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EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator
Income from continuing operations	$ 26,495	$ 11,365	$ 43,042	$ 32,960
Less: net income attributable to participating securities	(238)	(197)	(478)	(585)
Income from continuing operations, net of income attributable to participating securities	$ 26,257	$ 11,168	$ 42,564	$ 32,375
Denominator
Weighted average shares for basic earnings per share (in shares)	68,825	58,013	68,561	56,989
Effect of dilutive securities:
Employee Restricted Share Units and share options (in shares)	19	19	30	28
Convertible Preferred OP Units (in shares)	25	0	25	25
Denominator for diluted earnings per share (in shares)	68,869	58,032	68,616	57,042
Earnings Per Share, Basic, Undistributed	$ 0.38	$ 0.19	$ 0.62	$ 0.57

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

During July 2015, the Company received a repayment of $9.8 million, representing the full principal repayment on an $8.0 million note receivable and $1.8 million of accrued interest.

During July 2015, the Company received a repayment of $12.0 million related to three non-performing loans. These loans had an aggregate carrying value of $8.0 million as of June 30, 2015.

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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Noncontrolling Interest [Line Items]
Proceeds from issuance of common stock	$ 21,080	$ 88,499
Operating Partnership, as General Partner or Managing Member
Noncontrolling Interest [Line Items]
Limited partners' common OP units (in shares)	2,961,517		2,988,277
Series A Preferred Stock | Operating Partnership, as General Partner or Managing Member
Noncontrolling Interest [Line Items]
Limited partners' common OP units (in shares)	188		188
At The Market Equity Program | Common stock
Noncontrolling Interest [Line Items]
Common stock issued during the period (in shares)	600,000
Gross proceeds from issuance of common stock	$ 21,600
Proceeds from issuance of common stock	$ 21,100
LTIP Units
Noncontrolling Interest [Line Items]
Share-based compensation, outstanding (in shares)	929,169		675,367

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ORGANIZATION AND BASIS OF PRESENTATION (Tables)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Noncontrolling Interest In Individual Investee

Following is a table summarizing the general terms and the Operating Partnership's equity interests in the Funds and Mervyns I and II:

Entity	Formation Date	Operating Partnership Share of Capital	Fund Size	Capital Called as of June 30, 2015 (3)	Unfunded Commitment	Equity Interest Held By Operating Partnership	Preferred Return	Total Distributions as of June 30, 2015 (3)
Fund I and Mervyns I (1)	9/2001	22.22%	$90.0	$86.6	$—	37.78%	9%	$194.4
Fund II and Mervyns II (2)	6/2004	20.00%	300.0	300.0	47.1	20.00%	8%	131.6
Fund III	5/2007	19.90%	502.5	381.6	68.4	19.90%	6%	429.1
Fund IV	5/2012	23.12%	540.6	179.4	361.2	23.12%	6%	101.9

1.ORGANIZATION AND BASIS OF PRESENTATION (continued)

Notes:

(1) Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions.

(2) During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects.

(3) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parentheticals)	6 Months Ended
	Jun. 30, 2015 $ / shares
Statement of Stockholders' Equity [Abstract]
Common stock, dividends, per share, declared (in dollars per share)	$ 0.48

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CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	68,828,560	68,109,287
Common stock, shares outstanding	68,828,560	68,109,287

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MORTGAGE AND OTHER NOTES PAYABLE

6 Months Ended

Jun. 30, 2015

Mortgage Loans on Real Estate [Abstract]

MORTGAGE AND OTHER NOTES PAYABLE

MORTGAGE AND OTHER NOTES PAYABLE

The Company completed the following transactions related to mortgage and other notes payable and credit facilities during the six months ended June 30, 2015:

Secured Debt:

(dollars in thousands)			Borrowings				Repayments
Property	Date	Description	Amount		Interest Rate	Maturity Date	Amount		Interest Rate
1035 Third Avenue	January	New Borrowing	$	42,000	LIBOR+2.35%	1/28/2021	$	—
Lincoln Park Centre	January	Repayment					28,000		LIBOR+1.45%
163 Highland Avenue	March	Assumption	9,765		4.66%	3/1/2024
Broughton Street Portfolio (1)	May	New Borrowing	20,000		LIBOR+3.00%	5/5/2016
City Point	June	Assumption	19,000		1.25%	12/1/2016
City Point	June	Assumption	62,000		SIFMA+1.60%	12/1/2016
City Point	June	Repayment					20,650		LIBOR+4.00%
17 E. 71st Street	June	New Borrowing	19,000		LIBOR+1.90%	6/9/2020
Crescent Plaza	June	Repayment					16,326		4.98%
Total			$	171,765			$	64,976

Notes:

(1) This loan is collateralized by properties in an unconsolidated joint venture. Fund IV has fully indemnified the unaffiliated joint venture partner and as such, this loan is included as consolidated debt.

Unsecured Debt:

During the six months ended June 30, 2015, the Company redeemed the remaining $0.4 million of its outstanding convertible notes at par value.

During the six months ended June 30, 2015, the Company borrowed $83.5 million on its unsecured credit facility. The outstanding balance under this facility is $83.5 million as of June 30, 2015.

During the six months ended June 30, 2015, the Company repaid $54.7 million on its Fund IV subscription line. The outstanding balance under this facility is $22.4 million as of June 30, 2015.

During May 2015, Fund II closed on a $25.0 million unsecured credit facility. At closing, Fund II drew $12.5 million. The facility bears interest at LIBOR plus 275 basis points, bears an unused fee of 275 basis points if the amount drawn is less than $12.5 million. The loan matures October 19, 2016. Along with a guarantee with respect to customary non-recourse carve outs, the Operating Partnership, as the managing member of Fund II, has provided a guarantee of principal, interest and fees upon a default as a result of Fund II’s breach of certain specified financial covenants.

During March 2015, Fund IV closed on a $50.0 million unsecured credit facility. The current balance outstanding at June 30, 2015 is $34.5 million. The facility bears interest at LIBOR plus 275 basis points, bears an unused fee of 100 basis points if the unused amount is greater than $20.0 million and an unused fee of 275 basis points if the unused amount is less than $20.0 million. The loan matures February 9, 2017 with one6-month extension option. Along with a guarantee with respect to customary non-recourse carve outs, the Operating Partnership, as the managing member of Fund IV, has provided a guarantee of principal, interest and fees upon a default as a result of Fund IV’s breach of certain specified financial covenants.

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	ACADIA REALTY TRUST
Entity Central Index Key	0000899629
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		68,829,489

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

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

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2015:

(dollars in thousands)	Level 1		Level 2		Level 3
Assets
Derivative financial instruments (Note 7)	$	—	$	289	$	—
Liabilities
Derivative financial instruments (Note 7)	$	—	$	3,997	$	—

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

During the quarter ended June 30, 2015, the Company determined that the value of one of the properties in its Brandywine Portfolio was impaired and recorded an impairment loss of $5.0 million (Note 1), of which the Operating Partnership's pro-rata share was $1.1 million. The Company estimated the fair value by using projected future cash flows, which it determined were not sufficient to recover the property's net book value. The inputs used to determine this fair value are classified within Level 3 of the hierarchy.

Financial Instruments

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

The Company has determined the estimated fair values of the following financial instruments within Level 2 of the hierarchy by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date:

(dollars in thousands)	June 30, 2015				December 31, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Notes receivable and preferred equity investments, net	$	168,931	$	168,931	$	102,286	$	102,286
Mortgage and other notes payable	$	1,326,667	$	1,345,446	$	1,130,481	$	1,141,371

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CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues
Rental income	$ 39,784	$ 36,112	$ 77,971	$ 69,930
Interest income	3,985	3,049	7,393	6,213
Expense reimbursements	7,825	7,832	17,891	16,622
Other	1,567	2,518	2,387	3,431
Total revenues	53,161	49,511	105,642	96,196
Operating Expenses
Property operating	6,196	5,737	13,927	12,861
Other operating	599	908	2,719	1,595
Real estate taxes	6,419	5,569	12,711	11,239
General and administrative	8,005	6,879	15,537	13,775
Depreciation and amortization	13,903	11,584	27,561	23,171
Total operating expenses	40,122	30,677	77,455	62,641
Operating income	13,039	18,834	28,187	33,555
Equity in earnings of unconsolidated affiliates	3,406	1,430	9,999	4,459
Gain on disposition of property of unconsolidated affiliates	17,105	0	17,105	0
Loss on debt extinguishment	(25)	(66)	(134)	(269)
Impairment of asset	(5,000)	0	(5,000)	0
Gain on disposition of properties	61,841	561	88,984	12,948
Interest and other finance expense	(9,964)	(9,534)	(18,785)	(20,185)
Income from continuing operations before income tax benefit (provision)	85,402	11,225	125,356	30,508
Income tax benefit (provision)	56	83	(1,361)	(85)
Income from continuing operations	85,458	11,308	123,995	30,423
Discontinued Operations
Gain on disposition of property	0	560	0	560
Income from discontinued operations	0	560	0	560
Net income	85,458	11,868	123,995	30,983
Continuing operations	(58,963)	57	(80,953)	2,537
Discontinued operations	0	(461)	0	(461)
Net (income) loss attributable to noncontrolling interests	(58,963)	(404)	(80,953)	2,076
Net income attributable to Common Shareholders	$ 26,495	$ 11,464	$ 43,042	$ 33,059
Basic and diluted earnings per share	$ 0.38	$ 0.19	$ 0.62	$ 0.57

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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2015

Noncontrolling Interest [Abstract]

Shareholders' Equity And Noncontrolling Interests

SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

For the six months ended June 30, 2015, the Company issued 0.6 million Common Shares under its at-the-market ("ATM") equity program, generating gross proceeds of $21.6 million and net proceeds of $21.1 million.

The net proceeds from the Company's ATM equity programs have been, and are anticipated to be, used by the Company primarily to fund Core Portfolio acquisitions, its capital contributions to the Funds and for general corporate purposes.

Noncontrolling interests represent the portion of equity in entities consolidated in the accompanying consolidated financial statements that the Company does not own. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity, separately from shareholders' equity, and include third party interests in the Company’s Funds and other entities. It also includes interests in the Operating Partnership which represent (i) the limited partners’ 2,961,517 and 2,988,277 Common OP Units at June 30, 2015 and December 31, 2014; (ii) 188 Series A Preferred OP Units at June 30, 2015 and December 31, 2014; and (iii) 929,169 and 675,367 LTIP Units at June 30, 2015 and December 31, 2014, respectively.

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EARNINGS PER COMMON SHARE

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Common Share

EARNINGS PER COMMON SHARE

Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted average Common Shares outstanding. At June 30, 2015, the Company has unvested LTIP Units (Note 12) which provide for non-forfeitable rights to dividend equivalent payments. Accordingly, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share pursuant to the two-class method.

Diluted earnings per Common Share reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted share unit ("Restricted Share Units") and share option awards issued under the Company's Share Incentive Plans (Note 12). The effect of the assumed conversion of 188 Series A Preferred OP Units into 25,067 Common Shares would be dilutive and therefore are included in the computation of diluted earnings per share for the three months ended June 30, 2015 and for the six months ended June 30, 2015 and June 30, 2014. Conversely, the assumed conversion of these would be anti-dilutive and are therefore not included in the computation of diluted earnings per share for the three months ended June 30, 2014.

The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share.

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated:

2.    EARNINGS PER COMMON SHARE (continued)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands, except per share amounts)	2015			2014			2015			2014
Numerator
Income from continuing operations	$	26,495		$	11,365		$	43,042		$	32,960
Less: net income attributable to participating securities	(238		)	(197		)	(478		)	(585		)
Income from continuing operations, net of income attributable to participating securities	26,257			11,168			42,564			32,375
Denominator
Weighted average shares for basic earnings per share	68,825			58,013			68,561			56,989
Effect of dilutive securities:
Employee Restricted Share Units and share options	19			19			30			28
Convertible Preferred OP Units	25			—			25			25
Denominator for diluted earnings per share	68,869			58,032			68,616			57,042
Basic and diluted earnings per Common Share from continuing operations attributable to Common Shareholders	$	0.38		$	0.19		$	0.62		$	0.57

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ORGANIZATION AND BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

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

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods. Such adjustments consisted of normal recurring items. These consolidated financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K, as filed with the SEC on February 20, 2015.

Reclassifications

Reclassifications

Certain reclassifications have been made to the 2014 financial statements to conform to the 2015 presentation.

Real Estate

Real Estate

The Company reviews its long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. During the quarter ended June 30, 2015, as a result of the loss of a key anchor tenant, one of the properties in the Company's Brandywine Portfolio, in which an unaffiliated third party has a 77.78% noncontrolling interest, did not generate sufficient cash flow to meet the full debt service requirements leading to a default on the mortgage loan. Management performed an analysis and determined that the carrying amount of this property was not recoverable. Accordingly, the Company recorded an impairment charge of $5.0 million, which is included in the statement of income for the six months ended June 30, 2015. The Operating Partnership's share of this charge, net of the noncontrolling interest, was $1.1 million. The property is collateral for $26.3 million of non-recourse mortgage debt which matures July 1, 2016. Management does not believe that the carrying values of any of its other properties are impaired as of June 30, 2015.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

During April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software." ASU 2015-05 provides guidance to help an entity evaluate the accounting for fees paid in a cloud computing arrangement. ASU 2015-05 is effective for periods beginning after December 15, 2015, with early adoption permitted and may be applied either prospectively or retrospectively. ASU 2015-05 is not expected to have a material impact on the Company's consolidated financial statements.

During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. ASU 2015-03 is not expected to have a material impact on the Company's consolidated financial statements.

During February 2015, the FASB issued ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis." ASU 2015-02 (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE’s"), (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) affects the consolidation analysis of reporting entities that are involved with VIE’s, particularly those with fee arrangements and related party relationships. ASU 2015-02 is effective for periods beginning after December 15, 2015, with early adoption permitted. The Company is in the process of evaluating the impact the adoption of ASU 2015-02 will have on the consolidated financial statements.

During January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items." ASU 2015-01 eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. ASU 2015-01 is effective for periods beginning after December 15, 2015. ASU 2015-01 is not expected to have a material impact on the Company's consolidated financial statements.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

The Company earned property management fees, construction, legal and leasing fees from its investments in unconsolidated affiliates totaling $0.07 million and $0.06 million for the three months ended June 30, 2015 and 2014, respectively, and $0.18 million and $0.04 million for the six months ended June 30, 2015 and 2014, respectively.

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STRUCTURED FINANCINGS, NET

6 Months Ended

Jun. 30, 2015

Mortgage Loans on Real Estate [Abstract]

NOTES RECEIVABLE AND PREFERRED EQUITY INVESTMENTS, NET

STRUCTURED FINANCINGS, NET

As of June 30, 2015, the Company’s structured financing portfolio, net consisted of notes receivable and preferred equity investments, aggregating $168.9 million. These investments were collateralized either by underlying properties, the borrowers' ownership interests in the entities that own properties and/or by the borrowers' personal guarantee subject, as applicable, to senior liens, as follows:

(dollars in thousands)
Description	Notes	Effective interest rate (1)	First Priority liens	Net Carrying Amounts of Structured Financing Investments as of June 30, 2015		Net Carrying Amounts of Structured Financing Investments as of December 31, 2014		Maturity date	Extension Options
First Mortgage Loan		7.7%		$	12,000	$	12,000	7/15/2015
Mezzanine Loan		12.7%	18,900	8,000		8,000		10/3/2015
First Mortgage Loan		8.8%		7,500		7,500		10/31/2015	1 x 12 Months
Zero Coupon Loan	(2) (3)	24.0%	166,200	—		4,986		1/3/2016
First Mortgage Loan		5.5%		4,000		4,000		4/1/2016	1 x 6 Months
First Mortgage Loan	(4)	6.0%		15,000		—		5/1/2016	1 x 12 Months
Preferred Equity		13.5%		4,000		4,000		5/9/2016
Other	(5)	17.0%		6,500		—		6/1/2016
Other		18.0%		3,607		3,307		7/1/2017
Preferred Equity		8.1%	20,855	13,000		13,000		9/1/2017
First Mortgage Loan	(6)	LIBOR + 7.1%		26,000		—		6/25/2018	1 x 12 Months
Zero Coupon Loan	(2) (7)	2.5%		29,793		—		5/31/2020
Mezzanine Loan		15.0%		30,879		30,879		11/9/2020
Other		LIBOR + 2.5%		—		4,000		12/30/2020
Mezzanine Loan	(8)	10.0%	87,477	7,983		7,983		Demand
Individually less than 3%	(9) (10) (11)	11.6%		669		2,631		12/31/2015
Total				$	168,931	$	102,286

Notes:

(1) Includes origination and exit fees

(2) The principal balance for this accrual-only loan is increased by the interest accrued.

(3) During April 2015, the Company converted a $5.6 million loan into an equity interest in a shopping center (Note 4).

(4) During May 2015, the Company made a $15.0 million loan, which is collateralized by a property, bears interest at 6.0% and matures May 1, 2016.

(5) During June 2015, the Company made a $6.5 million loan, which bears interest at 17.0% and matures June 1, 2016.

(6) During June 2015, the Company made a $26.0 million loan, which is collateralized by a property, bears interest at LIBOR + 7.1% and matures June 25, 2018.

6. STRUCTURED FINANCINGS, NET (continued)

(7) During June 2015, the Company made a $29.8 million loan in connection with the disposition of City Point's Phase III (Note 4), which is collateralized by the purchaser's interest of the property. The loan bears interest at 2.5% and matures May 31, 2020.

(8) Comprised of three cross-collateralized loans from one borrower, which are non-performing. Subsequent to June 30, 2015, these notes were repaid in full (Note 13).

(9) Consists of one loan as of June 30, 2015.

(10) During February 2015, the Company advanced an additional $0.4 million on this loan collateralized by a property.

(11) During June 2015, the Company converted a $1.9 million loan into an equity interest in the remaining 10% of 152-154 Spring Street (Note 4).

The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company's loan in relation to other debt secured by the collateral and the prospects of the borrower. As of June 30, 2015, the Company held three non-performing notes.

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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE

6 Months Ended

Jun. 30, 2015

ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT

ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS

ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE

Acquisitions

During 2015, the Company acquired the following properties through its Core Portfolio, Fund II, and Fund IV:

(dollars in thousands)
Property	GLA	Percent Owned		Type	Month of Acquisition	Purchase Price		Location	Assumption of Debt
Core Portfolio:
City Center	205,000	100	%	Urban Retail Center	March	$	155,000	San Fransisco, CA	$	—
163 Highland Avenue	40,500	100	%	Suburban Shopping Center	March	24,000		Needham, MA	9,765
Route 202 Shopping Center (1)	20,000	100	%	Suburban Shopping Center	April	5,643		Wilmington, DE	—
Total Core Portfolio	265,500					$	184,643		$	9,765
Fund II:
City Point - Tower I (2)	—	95	%	Urban Development	May	$	100,800	Brooklyn, NY	$	81,000
Total Fund II	—					$	100,800		$	81,000
Fund IV:
1035 Third Avenue (3)	53,294	100	%	Street Retail	January	$	51,036	New York, NY	$	—
801 Madison Avenue	6,375	100	%	Street Retail	April	33,000		New York, NY	—
Total Fund IV	59,669					$	84,036		$	—
Total	325,169					$	369,479		$	90,765

Notes:

(1) Purchase price represents the 77.78% interest acquired from an unaffiliated third party.

(2) Fund II previously held a 52% interest in this unconsolidated affiliate. In connection with the disposition of Phase III of this project discussed below, Fund II acquired an additional 43% interest in Tower I of this development project. In total, Fund II now owns 95% of this investment, which is a residential project anticipated to include 250 residential units.

(3) GLA includes a portion of office space and a below-grade operator controlled parking garage.

In addition, during the second quarter, the Company acquired the remaining 10% interest in a property from an unaffiliated joint venture partner in exchange for $4.2 million, including the conversion of a $1.9 million note receivable (Note 6).

The Company expensed $0.7 million of acquisition costs for the six months ended June 30, 2015, related to the Core Portfolio and $2.0 million of acquisition costs for the six months ended June 30, 2015, related to Fund IV.

Purchase Price Allocations

With the exception of the acquisition of City Point - Tower I, which was an asset acquisition, the above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and assumed liabilities based on their estimated fair values 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.

4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued)

Acquisitions (continued)

The following table summarizes the Company's preliminary allocations of the purchase prices of assets acquired and liabilities assumed during 2015 which have yet to be finalized:

(dollars in thousands)	Preliminary Purchase Price Allocations
Land	$	65,759
Buildings and improvements	204,532
Above-below market debt assumed (included in Mortgage and other notes payable)	(9,765		)
Total consideration	$	260,526

During 2014, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired and liabilities assumed based on provisional measurements of fair value. During 2015, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. The following table summarizes the preliminary allocations of the purchase prices of these properties as recorded as of December 31, 2014, and the finalized allocations as adjusted as of June 30, 2015:

(dollars in thousands)	Purchase Price Allocations as Originally Reported		Adjustments			Finalized Purchase Price Allocations
Land	$	43,820	$	16,751		$	60,571
Buildings and improvements	126,955		(21,578		)	105,377
Acquisition-related intangible assets (in Acquired lease intangibles, net)	—		9,836			9,836
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)	—		(5,009		)	(5,009		)
Total consideration	$	170,775	$	—		$	170,775

Dispositions

During 2015, the Company disposed of the following properties:

(dollars in thousands)
Dispositions	GLA	Sale Price		Gain on Sale		Month Sold	Owner
Lincoln Park Centre	61,761	$	64,000	$	27,143	January	Fund III
White City Shopping Center (1)	249,549	96,750		17,105		April	Fund III
City Point - Air Rights (2)	—	115,600		49,884		May	Fund II
Liberty Avenue	26,117	24,000		11,957		May	Fund II
Total	337,427	$	300,350	$	106,089

Note:

(1) Fund III's White City Shopping Center was unconsolidated and as such, the Company's share of gains related to this sale is included in gain on disposition of property of unconsolidated affiliates in the 2015 Consolidated Statement of Income.

(2) Represents the disposition of air rights at Phase III of Fund II's City Point project.

4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (continued)

Properties Held For Sale

At June 30, 2015, no assets were held for sale. At December 31, 2014, The Company had two properties classified as held-for-sale.

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

6 Months Ended

Jun. 30, 2015

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Advances to Unconsolidated Affiliates

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Core Portfolio

The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York ("Crossroads"), a 50% interest in an approximately 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio") and a 88.43% tenancy-in-common interest in an 87,000 square foot retail property located in Chicago, Illinois. Due to the level of operating control maintained by the unaffiliated partners in these investments, they are accounted for under the equity method.

During the quarter, the Company acquired the remaining 77.78% outstanding interest of an approximately 20,000 square foot retail property located in Wilmington, Delaware ("Route 202 Shopping Center") that was previously accounted for under the equity method from an unaffiliated partner. As a result of the transaction, the Company now consolidates this investment.

Funds

RCP Venture

The Funds, together with two unaffiliated partners formed an investment group, the RCP Venture, for the purpose of making investments in surplus or underutilized properties owned by retailers and, in some instances, the retailers' operating company. The RCP Venture is neither a single entity nor a specific investment and the Company has no control or rights with respect to the formation and operation of these investments. The Company has made these investments through its subsidiaries, Mervyns I, Mervyns II and Fund II, (together the "Acadia Investors"), all on a non-recourse basis. Through June 30, 2015, the Acadia Investors have made investments in Mervyns Department Stores ("Mervyns") and Albertsons including additional investments in locations that are separate from these original investments ("Add-On Investments"). Additionally, they have invested in Shopko, Marsh and Rex Stores Corporation (collectively "Other RCP Investments"). The Company accounts for its investments in Mervyns and Albertsons on the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control. The Company accounts for its investments in its Add-On Investments and Other RCP Investments on the cost method as it does not have any influence over such entities' operating and financial policies nor any rights with respect to the control and operation of these entities. During the six months ended June 30, 2015, the Company received distributions from its RCP Venture of $5.7 million, of which the Operating Partnership's aggregate share was $1.2 million.

The following table summarizes activity related to the RCP Venture investments from inception through June 30, 2015:

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

(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	$	48,547	$	4,901	$	11,801
Mervyns Add-On investments	2005/2008	7,547		9,272		1,252		2,017
Albertsons	2006	20,717		81,594		4,239		16,318
Albertsons Add-On investments	2006/2007	2,416		4,864		388		972
Shopko	2006	1,110		3,358		222		672
Marsh and Add-On investments	2006/2008	2,667		2,941		533		588
Rex Stores	2007	2,701		4,727		535		946
		$	63,216	$	155,303	$	12,070	$	33,314

Other Fund Investments

During April 2015, Fund III's White City Shopping Center was sold for $96.8 million. Fund III's $17.3 million share of the gain was recognized in gain on disposition of property of unaffiliated affiliates within the Consolidated Statements of Income.

The unaffiliated partners in Fund III's investments in Parkway Crossing and Arundel Plaza as well as Fund IV's investments in 1701 Belmont Avenue, 2819 Kennedy Boulevard, Promenade at Manassas, Eden Square and the Broughton Street Portfolio, maintain control over these entities. The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control.

Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required. The Company accounts for this investment using the equity method of accounting.

Summary of Investments in Unconsolidated Affiliates

The following Combined and Condensed Balance Sheets and Statements of Income summarize the financial information of the Company’s investments in unconsolidated affiliates:

(dollars in thousands)	June 30, 2015			December 31, 2014
Combined and Condensed Balance Sheets
Assets
Rental property, net	$	322,352		$	387,739
Real estate under development	—			60,476
Investment in unconsolidated affiliates	7,548			11,154
Other assets	59,917			62,862
Total assets	$	389,817		$	522,231
Liabilities and partners’ equity
Mortgage notes payable	$	266,109		$	315,897
Other liabilities	17,714			66,116
Partners’ equity	105,994			140,218
Total liabilities and partners’ equity	$	389,817		$	522,231
Company’s investment in and advances to unconsolidated affiliates	$	166,632		$	184,352
Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates	$	(13,161	)	$	(12,564	)

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2015			2014			2015			2014
Combined and Condensed Statements of Income
Total revenues	$	10,342		$	12,247		$	22,015		$	24,352
Operating and other expenses	(3,102		)	(5,503		)	(6,833		)	(9,318		)
Interest and other finance expense	(2,259		)	(2,975		)	(4,897		)	(5,500		)
Equity in earnings (losses) of unconsolidated affiliates	—			—			66,655			(328		)
Depreciation and amortization	(2,787		)	(3,475		)	(5,037		)	(6,181		)
Loss on debt extinguishment	—			—			—			(187		)
Gain on disposition of property	25,208			239			25,208			239
Net income	$	27,402		$	533		$	97,111		$	3,077
Company’s share of net income	$	20,609		$	1,528		$	27,300		$	4,655
Amortization of excess investment	(98		)	(98		)	(196		)	(196		)
Company’s equity in earnings of unconsolidated affiliates	$	20,511		$	1,430		$	27,104		$	4,459

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DERIVATIVE FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

DERIVATIVE FINANCIAL INSTRUMENTS

As of June 30, 2015, the Company's derivative financial instruments consisted of 14 interest rate swaps with an aggregate notional value of $207.9 million, which effectively fix the London Inter-Bank Offer Rate ("LIBOR") at rates ranging from 1.4% to 3.8% and mature between July 2018 and March 2025. The Company also has four derivative financial instruments with an aggregate notional value of $139.0 million which cap LIBOR at rates ranging from 3.0% to 4.3% and mature between July 2015 and April 2018. The fair value of these derivative instruments that represent liabilities are included in other liabilities in the Consolidated Balance Sheets and totaled $4.0 million and $4.6 million at June 30, 2015 and December 31, 2014, respectively. The fair value of these derivative instruments representing assets are included in prepaid expenses and other assets in the Consolidated Balance Sheets and totaled $0.3 million and $0.2 million at June 30, 2015 and December 31, 2014. The notional value does not represent exposure to credit, interest rate, or market risks.

These derivative instruments have been designated as cash flow hedges and hedge the future cash outflows of variable-rate interest payments on mortgage and other debt. Such instruments are reported at their fair values as stated above. As of June 30, 2015 and December 31, 2014, unrealized losses totaling $(3.3) million and $(4.0) million, respectively, were reflected in accumulated other comprehensive loss on the Consolidated Balance Sheets.

As of June 30, 2015 and December 31, 2014, no derivatives were designated as fair value hedges, hedges of net investments in foreign operations or considered to be ineffective. Additionally, the Company does not use derivatives for trading or speculative purposes.

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EARNINGS PER COMMON SHARE - Narrative (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Operating Partnership, as General Partner or Managing Member
Schedule of Earnings Per Share, Basic and Diluted [Line Items]
Limited partners' common OP units (in shares)	2,961,517		2,988,277
Operating Partnership, as General Partner or Managing Member | Series A Preferred Stock
Schedule of Earnings Per Share, Basic and Diluted [Line Items]
Limited partners' common OP units (in shares)	188		188
Common stock
Schedule of Earnings Per Share, Basic and Diluted [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	25,067	25,067

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LONG-TERM INCENTIVE COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2009
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 3,746	$ 3,833
Trustee fee expense	$ 0
Fund III
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 700
Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	5 years
Other Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
Other Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
Senior Executives | Long Term Investment Alignment Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum percentage of promote to be awarded as share based compensation awards					25.00%
Senior Executives | Long Term Investment Alignment Program | Fund IV
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum percentage of promote to be awarded as share based compensation awards					20.00%
LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period, shares, share-based compensation, net of forfeitures (in shares)	6,986		247,863
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)	14,179		8,640
LTIP Units and Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 400		$ 900
Long term incentive and share based compensation expense	$ 1,700	$ 1,600	$ 3,500	$ 3,000
Vesting at the end of year three | LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period, shares, share-based compensation, net of forfeitures (in shares)	4,416
Vesting at the end of year three | 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)	6,469
Vesting ratably over last two years
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage	33.00%
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
Vesting ratably over last two years | LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period, shares, share-based compensation, net of forfeitures (in shares)	2,570
Vesting ratably over last two years | 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)	7,710

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LONG-TERM INCENTIVE COMPENSATION

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Long-Term Incentive Compensation

LONG-TERM INCENTIVE COMPENSATION

During the six months ended June 30, 2015, the Company issued 247,863 LTIP Units and 8,640 Restricted Share Units to employees of the Company pursuant to its Amended and Restated 2006 Share Incentive Plan (the "Share Incentive Plan"). These awards were measured at their fair value on the grant date, which was established as the market price of the Company's Common Shares as of the close of trading on the day preceding the grant date. The value of the above Restricted Share Units and LTIP Units will be recognized as compensation expense over the vesting period. Compensation expense of $0.4 million and $0.9 million has been recognized in the accompanying consolidated statements of income related to these awards for the three and six months ended June 30, 2015, respectively. Total long-term incentive compensation expense, including the expense related to the above-mentioned plans, was $1.7 million and $1.6 million for the three months ended June 30, 2015 and 2014, respectively, and $3.5 million and $3.0 million for the six months ended June 30, 2015 and 2014, respectively.

In addition, members of the Board of Trustees (the "Board") have been issued units under the Share Incentive Plan. During the quarter ended June 30, 2015 the Company issued 14,179 Restricted Shares and 6,986 LTIP Units to Trustees of the Company in connection with Trustee fees. Vesting with respect to 6,469 of the Restricted Shares and 4,416 of the LTIP Units will be on the first anniversary of the date of issuance and 7,710 of the Restricted Shares and 2,570 of the LTIP Unites vest over three years with 33% vesting on each of the next three anniversaries of the issuance date. The Restricted Shares 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. Trustee fee expense related to this issuance was $0.03 million for the three months ended June 30, 2015.

In 2009, the Company adopted the Long Term Investment Alignment Program (the "Program") pursuant to which the Company may award units primarily to senior executives which would entitle them to receive up to 25% of any future Fund III Promote or Fund IV Promote when and if such Promotes are ultimately realized. The Company has awarded all of the units under the Program related to the Fund III Promote and 20% of the units related to the Fund IV Promote. During the quarter ended June 30, 2015, the Company amended the Program to require Board approval for all amounts paid in connection with units awarded to senior executives. Compensation relating to these awards will be recognized in each reporting period in which Board approval is granted.

This amendment to the Program was not applicable to awards issued to non-senior executives of the Company. In accordance with ASC Topic 718, "Compensation - Stock Compensation," compensation relating to these non-senior executive awards will be recorded based on the change in the estimated fair value at each reporting period. During the quarter ended June 30, 2015, compensation expense of $0.7 million was recognized in connection with the Fund III awards and the units awarded in connection with Fund IV were determined to have no value.

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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (Tables)

6 Months Ended

Jun. 30, 2015

ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the preliminary allocations of the purchase prices of these properties as recorded as of December 31, 2014, and the finalized allocations as adjusted as of June 30, 2015:

(dollars in thousands)	Purchase Price Allocations as Originally Reported		Adjustments			Finalized Purchase Price Allocations
Land	$	43,820	$	16,751		$	60,571
Buildings and improvements	126,955		(21,578		)	105,377
Acquisition-related intangible assets (in Acquired lease intangibles, net)	—		9,836			9,836
Acquisition-related intangible liabilities (in Acquired lease intangibles, net)	—		(5,009		)	(5,009		)
Total consideration	$	170,775	$	—		$	170,775

The following table summarizes the Company's preliminary allocations of the purchase prices of assets acquired and liabilities assumed during 2015 which have yet to be finalized:

(dollars in thousands)	Preliminary Purchase Price Allocations
Land	$	65,759
Buildings and improvements	204,532
Above-below market debt assumed (included in Mortgage and other notes payable)	(9,765		)
Total consideration	$	260,526

During 2015, the Company acquired the following properties through its Core Portfolio, Fund II, and Fund IV:

(dollars in thousands)
Property	GLA	Percent Owned		Type	Month of Acquisition	Purchase Price		Location	Assumption of Debt
Core Portfolio:
City Center	205,000	100	%	Urban Retail Center	March	$	155,000	San Fransisco, CA	$	—
163 Highland Avenue	40,500	100	%	Suburban Shopping Center	March	24,000		Needham, MA	9,765
Route 202 Shopping Center (1)	20,000	100	%	Suburban Shopping Center	April	5,643		Wilmington, DE	—
Total Core Portfolio	265,500					$	184,643		$	9,765
Fund II:
City Point - Tower I (2)	—	95	%	Urban Development	May	$	100,800	Brooklyn, NY	$	81,000
Total Fund II	—					$	100,800		$	81,000
Fund IV:
1035 Third Avenue (3)	53,294	100	%	Street Retail	January	$	51,036	New York, NY	$	—
801 Madison Avenue	6,375	100	%	Street Retail	April	33,000		New York, NY	—
Total Fund IV	59,669					$	84,036		$	—
Total	325,169					$	369,479		$	90,765

Notes:

(1) Purchase price represents the 77.78% interest acquired from an unaffiliated third party.

(2) Fund II previously held a 52% interest in this unconsolidated affiliate. In connection with the disposition of Phase III of this project discussed below, Fund II acquired an additional 43% interest in Tower I of this development project. In total, Fund II now owns 95% of this investment, which is a residential project anticipated to include 250 residential units.

(3) GLA includes a portion of office space and a below-grade operator controlled parking garage.

Schedule Of Property Dispositions

During 2015, the Company disposed of the following properties:

(dollars in thousands)
Dispositions	GLA	Sale Price		Gain on Sale		Month Sold	Owner
Lincoln Park Centre	61,761	$	64,000	$	27,143	January	Fund III
White City Shopping Center (1)	249,549	96,750		17,105		April	Fund III
City Point - Air Rights (2)	—	115,600		49,884		May	Fund II
Liberty Avenue	26,117	24,000		11,957		May	Fund II
Total	337,427	$	300,350	$	106,089

Disclosure of Long Lived Assets Held-for-sale

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RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Unconsolidated Affiliates
Related Party Transaction [Line Items]
Revenue from related parties	$ 70	$ 60	$ 180	$ 40

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - Funds (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) partner	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates		$ 166,632		$ 166,632		$ 184,352
Gain on disposition of property of unconsolidated affiliates		17,105	$ 0	$ 17,105	$ 0
White City
Schedule of Equity Method Investments [Line Items]
Net sales proceeds	$ 96,800
Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Number of unaffiliated partners | partner				2
Gain on disposition of property of unconsolidated affiliates		17,105		$ 17,105
Fund III | White City
Schedule of Equity Method Investments [Line Items]
Gain on disposition of property of unconsolidated affiliates	$ 17,300
Mervyns I and Mervyns II | Opportunity Funds | KLA/Mervyns LLC
Schedule of Equity Method Investments [Line Items]
Distributions, equity method investment				48,547
Equity Method Investments		26,058		26,058
Mervyns I | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Distributions, equity method investment				5,700
Mervyns II | Opportunity Funds | KLA A Markets LLC
Schedule of Equity Method Investments [Line Items]
Distributions, equity method investment				81,594
Equity Method Investments		$ 20,717		$ 20,717
Corporate Joint Venture
Schedule of Equity Method Investments [Line Items]
Gain on the disposition of property		10.00%		10.00%
Corporate Joint Venture | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Distributions				$ 155,303
Investments in and advances to unconsolidated affiliates		$ 63,216		63,216
KLA/Mervyns LLC Add-On Investments | Mervyns I and Mervyns II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		7,547		7,547
Distributions				9,272
KLAC Rex Venture LLC | Mervyns II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		2,701		2,701
Distributions				4,727
KLA A Markets LLC Add-On Investments | Mervyns II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		2,416		2,416
Distributions				4,864
KA-Shopko LLC | Fund II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		1,110		1,110
Distributions				3,358
Marsh and Add-On Investments | Fund II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		2,667		2,667
Distributions				2,941
Operating Partnership, as General Partner or Managing Member | Mervyns I and Mervyns II | Opportunity Funds | KLA/Mervyns LLC
Schedule of Equity Method Investments [Line Items]
Distributions, equity method investment				11,801
Equity Method Investments		4,901		4,901
Operating Partnership, as General Partner or Managing Member | Mervyns II | Opportunity Funds | KLA A Markets LLC
Schedule of Equity Method Investments [Line Items]
Distributions, equity method investment				16,318
Equity Method Investments		4,239		4,239
Operating Partnership, as General Partner or Managing Member | Corporate Joint Venture | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Distributions				33,314
Investments in and advances to unconsolidated affiliates		12,070		12,070
Operating Partnership, as General Partner or Managing Member | KLA/Mervyns LLC Add-On Investments | Mervyns I and Mervyns II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		1,252		1,252
Distributions				2,017
Operating Partnership, as General Partner or Managing Member | KLAC Rex Venture LLC | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Distributions, equity method investment				1,200
Operating Partnership, as General Partner or Managing Member | KLAC Rex Venture LLC | Mervyns II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		535		535
Distributions				946
Operating Partnership, as General Partner or Managing Member | KLA A Markets LLC Add-On Investments | Mervyns II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		388		388
Distributions				972
Operating Partnership, as General Partner or Managing Member | KA-Shopko LLC | Fund II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		222		222
Distributions				672
Operating Partnership, as General Partner or Managing Member | Marsh and Add-On Investments | Fund II | Opportunity Funds
Schedule of Equity Method Investments [Line Items]
Invested Capital and Advances, cost method investments		$ 533		533
Distributions				$ 588

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 85,458	$ 11,868	$ 123,995	$ 30,983
Other comprehensive income (loss)
Unrealized income (loss) on valuation of swap agreements	2,644	(2,782)	(1,655)	(5,112)
Reclassification of realized interest on swap agreements	2,399	936	3,452	1,773
Other comprehensive income (loss)	5,043	(1,846)	1,797	(3,339)
Comprehensive income	90,501	10,022	125,792	27,644
Comprehensive income attributable to noncontrolling interests	(60,461)	(4,640)	(82,029)	(2,207)
Comprehensive income attributable to Common Shareholders	$ 30,040	$ 5,382	$ 43,763	$ 25,437

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ORGANIZATION AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

ORGANIZATION AND BASIS OF PRESENTATION

Business and Organization

Acadia Realty Trust (the "Trust") and subsidiaries (collectively, the "Company"), is a fully-integrated equity real estate investment trust ("REIT") focused on the ownership, acquisition, redevelopment and management of high-quality 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 June 30, 2015, the Trust controlled approximately 95% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest ("Common OP Units" or "Preferred OP Units") and employees who have been awarded restricted OP units ("LTIP Units") as long-term incentive compensation (Note 12). Limited partners holding Common OP Units are generally entitled to exchange their units on a one-for-one basis for common shares of beneficial interest of the Trust ("Common Shares").

As of June 30, 2015, the Company has ownership interests in 89 properties within its core portfolio, which consist of those properties either wholly owned, or partially owned through joint venture interests, by the Operating Partnership, or subsidiaries thereof, not including those properties owned through its opportunity funds (the "Core Portfolio"). The Company also has ownership interests in 56 properties within its four opportunity funds, Acadia Strategic Opportunity Fund, L.P. ("Fund I"), Acadia Strategic Opportunity Fund II, LLC ("Fund II"), Acadia Strategic Opportunity Fund III LLC ("Fund III") and Acadia Strategic Opportunity Fund IV LLC ("Fund IV" and together with Funds I, II and III, the "Funds"). The 145 Core Portfolio and Fund properties consist of commercial properties, which are primarily high-quality urban and/or street retail properties, community shopping centers and mixed-use properties with a retail component. Fund I and Fund II also include investments in operating companies through Acadia Mervyn Investors I, LLC ("Mervyns I"), Acadia Mervyn Investors II, LLC ("Mervyns II") and, in certain instances, directly through Fund II, all on a non-recourse basis. These investments comprise and are referred to as the Company's Retailer Controlled Property Initiative ("RCP Venture").

The Operating Partnership is the sole general partner or managing member of the Funds, Mervyns I and Mervyns II and earns fees or priority distributions for asset management, property management, construction, redevelopment, leasing and legal services. Cash from the Funds and RCP Venture is distributed pro-rata to the respective partners and members (including the Operating Partnership) until each receives a certain cumulative return ("Preferred Return"), and the return of all capital contributions. Thereafter, remaining cash flow is distributed 20% to the Operating Partnership ("Promote") and 80% to the partners or members (including the Operating Partnership).

Following is a table summarizing the general terms and the Operating Partnership's equity interests in the Funds and Mervyns I and II:

Entity	Formation Date	Operating Partnership Share of Capital	Fund Size	Capital Called as of June 30, 2015 (3)	Unfunded Commitment	Equity Interest Held By Operating Partnership	Preferred Return	Total Distributions as of June 30, 2015 (3)
Fund I and Mervyns I (1)	9/2001	22.22%	$90.0	$86.6	$—	37.78%	9%	$194.4
Fund II and Mervyns II (2)	6/2004	20.00%	300.0	300.0	47.1	20.00%	8%	131.6
Fund III	5/2007	19.90%	502.5	381.6	68.4	19.90%	6%	429.1
Fund IV	5/2012	23.12%	540.6	179.4	361.2	23.12%	6%	101.9

1.ORGANIZATION AND BASIS OF PRESENTATION (continued)

Notes:

(1) Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions.

(2) During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects.

(3) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares.

Basis of Presentation

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

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods. Such adjustments consisted of normal recurring items. These consolidated financial statements should be read in conjunction with the Company's 2014 Annual Report on Form 10-K, as filed with the SEC on February 20, 2015.

Reclassifications

Certain reclassifications have been made to the 2014 financial statements to conform to the 2015 presentation.

Real Estate

The Company reviews its long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. During the quarter ended June 30, 2015, as a result of the loss of a key anchor tenant, one of the properties in the Company's Brandywine Portfolio, in which an unaffiliated third party has a 77.78% noncontrolling interest, did not generate sufficient cash flow to meet the full debt service requirements leading to a default on the mortgage loan. Management performed an analysis and determined that the carrying amount of this property was not recoverable. Accordingly, the Company recorded an impairment charge of $5.0 million, which is included in the statement of income for the six months ended June 30, 2015. The Operating Partnership's share of this charge, net of the noncontrolling interest, was $1.1 million. The property is collateral for $26.3 million of non-recourse mortgage debt which matures July 1, 2016. Management does not believe that the carrying values of any of its other properties are impaired as of June 30, 2015.

1.ORGANIZATION AND BASIS OF PRESENTATION (continued)

Recent Accounting Pronouncements

During April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software." ASU 2015-05 provides guidance to help an entity evaluate the accounting for fees paid in a cloud computing arrangement. ASU 2015-05 is effective for periods beginning after December 15, 2015, with early adoption permitted and may be applied either prospectively or retrospectively. ASU 2015-05 is not expected to have a material impact on the Company's consolidated financial statements.

During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. ASU 2015-03 is not expected to have a material impact on the Company's consolidated financial statements.

During February 2015, the FASB issued ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis." ASU 2015-02 (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE’s"), (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) affects the consolidation analysis of reporting entities that are involved with VIE’s, particularly those with fee arrangements and related party relationships. ASU 2015-02 is effective for periods beginning after December 15, 2015, with early adoption permitted. The Company is in the process of evaluating the impact the adoption of ASU 2015-02 will have on the consolidated financial statements.

During January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items." ASU 2015-01 eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. ASU 2015-01 is effective for periods beginning after December 15, 2015. ASU 2015-01 is not expected to have a material impact on the Company's consolidated financial statements.

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (Tables)

6 Months Ended

Jun. 30, 2015

Equity Method Investments and Joint Ventures [Abstract]

Summary activity related to the RCP Venture Investments from Inception

The following table summarizes activity related to the RCP Venture investments from inception through June 30, 2015:

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

(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	$	48,547	$	4,901	$	11,801
Mervyns Add-On investments	2005/2008	7,547		9,272		1,252		2,017
Albertsons	2006	20,717		81,594		4,239		16,318
Albertsons Add-On investments	2006/2007	2,416		4,864		388		972
Shopko	2006	1,110		3,358		222		672
Marsh and Add-On investments	2006/2008	2,667		2,941		533		588
Rex Stores	2007	2,701		4,727		535		946
		$	63,216	$	155,303	$	12,070	$	33,314

Summary of Balance Sheet of the Company’s investments in unconsolidated affiliates

The following Combined and Condensed Balance Sheets and Statements of Income summarize the financial information of the Company’s investments in unconsolidated affiliates:

(dollars in thousands)	June 30, 2015			December 31, 2014
Combined and Condensed Balance Sheets
Assets
Rental property, net	$	322,352		$	387,739
Real estate under development	—			60,476
Investment in unconsolidated affiliates	7,548			11,154
Other assets	59,917			62,862
Total assets	$	389,817		$	522,231
Liabilities and partners’ equity
Mortgage notes payable	$	266,109		$	315,897
Other liabilities	17,714			66,116
Partners’ equity	105,994			140,218
Total liabilities and partners’ equity	$	389,817		$	522,231
Company’s investment in and advances to unconsolidated affiliates	$	166,632		$	184,352
Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates	$	(13,161	)	$	(12,564	)

Summary of Statement of Income of the Company’s investments in unconsolidated affiliates

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2015			2014			2015			2014
Combined and Condensed Statements of Income
Total revenues	$	10,342		$	12,247		$	22,015		$	24,352
Operating and other expenses	(3,102		)	(5,503		)	(6,833		)	(9,318		)
Interest and other finance expense	(2,259		)	(2,975		)	(4,897		)	(5,500		)
Equity in earnings (losses) of unconsolidated affiliates	—			—			66,655			(328		)
Depreciation and amortization	(2,787		)	(3,475		)	(5,037		)	(6,181		)
Loss on debt extinguishment	—			—			—			(187		)
Gain on disposition of property	25,208			239			25,208			239
Net income	$	27,402		$	533		$	97,111		$	3,077
Company’s share of net income	$	20,609		$	1,528		$	27,300		$	4,655
Amortization of excess investment	(98		)	(98		)	(196		)	(196		)
Company’s equity in earnings of unconsolidated affiliates	$	20,511		$	1,430		$	27,104		$	4,459

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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE - Dispositions (Details) - Jun. 30, 2015 $ in Thousands	USD ($) ft²
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross leasable area (in square feet) | ft²	337,427
Sale Price	$ 300,350
Gain on Sale	$ 106,089
Lincoln Park Centre
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross leasable area (in square feet) | ft²	61,761
Sale Price	$ 64,000
Gain on Sale	$ 27,143
White City
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross leasable area (in square feet) | ft²	249,549
Sale Price	$ 96,750
Gain on Sale	$ 17,105
City Point
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross leasable area (in square feet) | ft²	0
Sale Price	$ 115,600
Gain on Sale	$ 49,884
Liberty Avenue
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross leasable area (in square feet) | ft²	26,117
Sale Price	$ 24,000
Gain on Sale	$ 11,957

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SEGMENT REPORTING

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Reporting

SEGMENT REPORTING

The Company has three reportable segments: Core Portfolio, Funds and Structured Financing. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Investments in the Core Portfolio are typically held long-term. Given the contemplated finite life of the Funds, these investments are typically held for shorter terms. Fees earned by the Company as the general partner/managing member of the Funds are eliminated in the Company's consolidated financial statements. Structured Financing represents the Company's investments in notes receivable and preferred equity. The following tables set forth certain segment information for the Company, as of and for the three and six months ended June 30, 2015 and 2014, and does not include unconsolidated affiliates:

Three Months Ended June 30, 2015

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	37,593		$	11,583		$	3,985	$	53,161
Property operating expenses, other operating and real estate taxes	(8,235		)	(4,979		)	—		(13,214		)
General and administrative expenses	(7,397		)	(608		)	—		(8,005		)
Depreciation and amortization	(10,568		)	(3,335		)	—		(13,903		)
Impairment of asset	(5,000		)	—			—		(5,000		)
Operating income	6,393			2,661			3,985		13,039
Equity in earnings of unconsolidated affiliates	699			2,707			—		3,406
Gain on disposition of property of unconsolidated affiliates	—			17,105			—		17,105
Loss on debt extinguishment	—			(25		)	—		(25		)
Gain on disposition of properties	—			61,841			—		61,841
Interest and other finance expense	(7,329		)	(2,635		)	—		(9,964		)
Income tax benefit (provision)	75			(19		)	—		56
Net (loss) income	$	(162	)	$	81,635		$	3,985	$	85,458
Noncontrolling interests
Net loss (income) attributable to noncontrolling interests	$	2,205		$	(61,168	)	$	—	$	(58,963	)
Net income attributable to Common Shareholders	$	2,043		$	20,467		$	3,985	$	26,495
Real Estate at Cost	$	1,553,174		$	1,025,406		$	—	$	2,578,580
Total Assets	$	1,650,555		$	1,154,213		$	168,931	$	2,973,699
Acquisition of Real Estate	$	—		$	52,800		$	—	$	52,800
Investment in Redevelopment and Improvements	$	3,271		$	61,480		$	—	$	64,751

11.    SEGMENT REPORTING (continued)

Three Months Ended June 30, 2014

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	30,535		$	13,934		$	5,042	$	49,511
Property operating expenses, other operating and real estate taxes	(7,587		)	(4,627		)	—		(12,214		)
General and administrative expenses	(6,238		)	(641		)	—		(6,879		)
Depreciation and amortization	(8,300		)	(3,284		)	—		(11,584		)
Operating income	8,410			5,382			5,042		18,834
Equity in earnings of unconsolidated affiliates	227			1,203			—		1,430
Loss on debt extinguishment	(3		)	(63		)	—		(66		)
Gain on disposition of property	—			561			—		561
Interest and other finance expense	(6,627		)	(2,907		)	—		(9,534		)
Income tax benefit (provision)	91			(8		)	—		83
Income from continuing operations	2,098			4,168			5,042		11,308
Discontinued operations
Gain on disposition of property	—			560			—		560
Net income	$	2,098		$	4,728		$	5,042	$	11,868
Noncontrolling interests
Continuing operations	$	(1,036	)	$	1,093		$	—	$	57
Discontinued operations	(4		)	(457		)	—		(461		)
Net (income) loss attributable to noncontrolling interests	$	(1,040	)	$	636		$	—	$	(404	)
Net income attributable to Common Shareholders	$	1,058		$	5,364		$	5,042	$	11,464
Real Estate at Cost	$	1,184,956		$	797,673		$	—	$	1,982,629
Total Assets	$	1,153,586		$	1,122,303		$	96,307	$	2,372,196
Acquisition of Real Estate	$	17,100		$	—		$	—	$	17,100
Investment in Redevelopment and Improvements	$	754		$	30,052		$	—	$	30,806

11.    SEGMENT REPORTING (continued)

Six Months Ended June 30, 2015

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	73,186		$	25,063		$	7,393	$	105,642
Property operating expenses, other operating and real estate taxes	(17,926		)	(11,431		)	—		(29,357		)
General and administrative expenses	(14,208		)	(1,329		)	—		(15,537		)
Depreciation and amortization	(20,475		)	(7,086		)	—		(27,561		)
Impairment of asset	(5,000		)	—			—		(5,000		)
Operating income	15,577			5,217			7,393		28,187
Equity in earnings of unconsolidated affiliates	1,133			8,866			—		9,999
Gain on disposition of property of unconsolidated affiliates	—			17,105			—		17,105
Loss on debt extinguishment	—			(134		)	—		(134		)
Gain on disposition of property	—			88,984			—		88,984
Interest and other finance expense	(13,797		)	(4,988		)	—		(18,785		)
Income tax provision	(405		)	(956		)	—		(1,361		)
Net income	$	2,508		$	114,094		$	7,393	$	123,995
Noncontrolling interests
Net loss (income) attributable to noncontrolling interests	$	2,026		$	(82,979	)	$	—	$	(80,953	)
Net income attributable to Common Shareholders	$	4,534		$	31,115		$	7,393	$	43,042
Real Estate at Cost	$	1,553,174		$	1,025,406		$	—	$	2,578,580
Total Assets	$	1,650,555		$	1,154,213		$	168,931	$	2,973,699
Acquisition of Real Estate	$	169,235		$	103,836		$	—	$	273,071
Investment in Redevelopment and Improvements	$	9,624		$	95,621		$	—	$	105,245

11.    SEGMENT REPORTING (continued)

Six Months Ended June 30, 2014

(dollars in thousands)	Core Portfolio			Funds			Structured Financing		Total
Revenues	$	60,684		$	26,576		$	8,936	$	96,196
Property operating expenses, other operating and real estate taxes	(15,493		)	(10,202		)	—		(25,695		)
General and administrative expenses	(12,651		)	(1,124		)	—		(13,775		)
Depreciation and amortization	(16,633		)	(6,538		)	—		(23,171		)
Operating income	15,907			8,712			8,936		33,555
Equity in earnings of unconsolidated affiliates	323			4,136			—		4,459
Loss on debt extinguishment	(3		)	(266		)	—		(269		)
Gain on disposition of property	12,387			561			—		12,948
Interest and other finance expense	(13,510		)	(6,675		)	—		(20,185		)
Income tax provision	(13		)	(72		)	—		(85		)
Income from continuing operations	15,091			6,396			8,936		30,423
Discontinued operations
Gain on disposition of property	—			560			—		560
Net income	15,091			6,956			8,936		30,983
Noncontrolling interests
Continuing operations	(1,453		)	3,990			—		2,537
Discontinued operations	(4		)	(457		)	—		(461		)
Net (income) loss attributable to noncontrolling interests	(1,457		)	3,533			—		2,076
Net income attributable to Common Shareholders	$	13,634		$	10,489		$	8,936	$	33,059
Real Estate at Cost	$	1,184,956		$	797,673		$	—	$	1,982,629
Total Assets	$	1,153,586		$	1,122,303		$	96,307	$	2,372,196
Acquisition of Real Estate	$	107,600		$	—		$	—	$	107,600
Investment in Redevelopment and Improvements	$	2,182		$	66,129		$	—	$	68,311