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.

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October 22, 2021~~July 29, 2022 there were ~~88,453,569~~94,931,674 common shares of beneficial interest, par value $0.001 per share (“Common Shares”), outstanding.

Certain statements contained in this Quarterly Report on Form 10-Q (this “Report”) of Acadia Realty Trust, a Maryland real estate investment trust, (the “Company”), may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations are generally identifiable by the use of the words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” or the negative thereof, or other variations thereon or comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results and financial performance to be materially different from future results and financial performance expressed or implied by such forward-looking statements, including, but not limited to: (i) the economic, political and social impact of, and uncertainty surrounding the COVID-19 pandemic (the “COVID-19 Pandemic”), including ~~(a)~~ its impact on our tenants and their ability to make rent and other payments or honor their commitments under existing leases; (b) the rate and efficacy of COVID-19 vaccines;; (c) temporary or permanent migration out of major cities by customers, including cities where the Company’s properties are located, which may have a negative impact on the Company’s tenant’s businesses; (d) to the extent we were seeking to sell properties in the near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and (e) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (f) to the extent we were seeking to sell properties in the near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and (g) the potential adverse impact on returns from development and redevelopment projects; (ii) the ability and willingness of the Company’s tenants (in particular its major tenants) and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (iii) macroeconomic conditions, such as a disruption of or lack of access to the capital markets; ~~(iv) the Company’s~~(iii) our success in implementing ~~its~~our business strategy and ~~its~~our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; ~~(v)~~(iv) changes in general economic conditions or economic conditions in the markets in which ~~the Company~~we may, from time to time, compete, and their effect on ~~the Company’s~~our revenues, earnings and funding sources; ~~(vi)~~(v) increases in ~~the Company’s~~our borrowing costs as a result of changes in interest rates and other factors, including the ~~potential phasing out~~discontinuation of ~~the London Interbank Offered Rate after 2021; (vii) the Company’s~~USD LIBOR, which is currently anticipated to occur in 2023; (vi) our ability to pay down, refinance, restructure or extend ~~its~~our indebtedness as it becomes due; ~~(viii) the Company’s~~(vii) our investments in joint ventures and unconsolidated entities, including ~~its~~our lack of sole decision-making authority and ~~its~~our reliance on ~~its~~our joint venture partners’ financial condition; ~~(ix) the Company’s~~(viii) our ability to obtain the financial results expected from ~~its~~our development and redevelopment projects; ~~(x) the~~(ix) our tenants’ ability and willingness ~~of the Company’s tenants~~ to renew their leases with ~~the Company~~us upon expiration, ~~the Company’s~~our ability to re-lease ~~its~~our properties on the same or better terms in the event of nonrenewal or in the event ~~the Company exercises its~~we exercise our right to replace an existing tenant, and obligations ~~the Company~~we may incur in connection with the replacement of an existing tenant; ~~(xi) the Company’s~~(x) our potential liability for environmental matters; ~~(xii)~~(xi) damage to ~~the Company’s~~our properties from catastrophic weather and other natural events, and the physical effects of climate change; ~~(xiii)~~(xii) uninsured losses; ~~(xiv) the Company’s~~(xiii) our ability and willingness to maintain ~~its~~our qualification as a real estate investment trust ~~(“REIT”)~~(REIT) in light of economic, market, legal, tax and other considerations; ~~(xv)~~(xiv) information technology security breaches, including increased cybersecurity risks relating to the use of remote technology during the COVID-19 Pandemic; ~~and (xvi)~~(xv) the loss of key ~~executives.~~executives; (xvi) the accuracy of our methodologies and estimates regarding environmental, social and governance (“ESG”) metrics, goals and targets, tenant willingness and ability to collaborate towards reporting ESG metrics and meeting ESG goals and targets, and the impact of governmental regulation on our ESG efforts; and (xvii) the risk that the determination to restate the Prior Period Financial Statements could negatively affect investor confidence and raise reputational issues.

The factors described above are not exhaustive and additional factors could adversely affect the Company’s future results and financial performance, including the risk factors discussed under the section captioned “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and other periodic or current reports the Company files with the SEC, including those set forth under the headings “Item 1A. Risk Factors” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report. These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference herein. Any forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in the events, conditions or circumstances on which such forward-looking statements are based.

All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant referenced in Part I, Item 1. Financial Statements.

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

Three Months Ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~(As Restated)

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

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

The number of properties in the tables above refers to projects comprising the entire property under development; however, certain projects represent a portion of a property. ~~Core amounts relate to~~At June 30, 2022, consolidated development projects included: a portion of City Center and ~~Fund II amounts relate to~~ the Henderson Portfolio for the Core Portfolio, portions of City Point Phase I and II at Fund II, Broad Hollow Commons at Fund III, ~~project.~~and a portion of 717 N. Michigan Avenue at Fund IV. In addition, at June 30, 2022, the Company had one Core unconsolidated development project, 1238 Wisconsin Avenue.

At December 31, 2021, consolidated development projects included: a portion of City Center for Core, portions of City Point Phase I and II at Fund II, Broad Hollow Commons at Fund III and 717 N. Michigan Avenue at Fund IV. In addition, at December 31, 2021, the Company had one Core unconsolidated development project, 1238 Wisconsin Avenue. During the year ended December 31, 2021, the Company:

Construction in progress pertains to construction activity at the Company’s operating properties that are in service and continue to operate during the construction period.

One Core Portfolio note aggregating $21.6 million including accrued interest (exclusive of default interest and other amounts due on the loan that have not been recognized) was in default at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021. On April 1, 2020, the loan matured and was not repaid. The Company expects to take appropriate actions to recover the amounts due under the loan and has issued a reservation of rights letter to the borrowers and guarantor, reserving all of its rights and remedies under the applicable loan documents and otherwise. ~~In addition, one Fund III note receivable aggregating $10.0~~ ~~million, including accrued interest (exclusive of default interest and other amounts due on the loanthat have not been recognized) matured on July 1, 2020 and was not repaid. The Company has issued the borrower a notice of maturity default.~~ The Company has determined ~~for each of these loans~~ that the collateral for this loan is sufficient to cover the loan’s carrying value at ~~September~~June 30, 2022and December 31, 2021. ~~In addition, there are certain personal guarantees associated with each of these notes receivable.~~

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.

Earnings from these notes and mortgages receivable are reported within the Company’s Structured Financing segment (Note 12). Interest receivable is included in Other assets (Note 5).

The Company’s estimated allowance for credit losses related to its Structured Financing segment has been computed for its amortized cost basis in the portfolio, including accrued interest (Note 5), factoring historical loss experience in the United States for similar loans, as adjusted for current conditions, as well as the Company’s expectations related to future economic conditions. Due to the lack of comparability across the Structured Financing portfolio, each loan was evaluated separately. As a result, there were ~~five~~four non-collateral-dependent loans with a total amortized cost of $~~140.9~~129.2 million, inclusive of accrued interest of $~~10.4~~14.7 million, for which an allowance for credit losses has been recorded aggregating $~~1.2~~1 million at ~~September~~June 30, ~~2021.~~2022. For ~~three~~two loans in this portfolio, aggregating $~~37.9~~27.9 million, inclusive of accrued interest of $~~8.8~~4.1 million at ~~September~~June 30, ~~2021,~~2022, the Company has elected to apply a practical expedient in accordance with ASC 326 and did ~~not~~0t establish an allowance for credit losses because (i) these loans are collateral-dependent loans, which due to their settlement terms are not expected to be settled in cash but rather by the Company’s possession of the real estate collateral; and (ii) at ~~September~~June 30, ~~2021,~~2022, the Company determined that the estimated fair value of the collateral at the expected realization date for these loans was sufficient to cover the carrying value of its investments in these notes receivable. Impairment charges may be required if and when such amounts are estimated to be nonrecoverable upon a realization event, which is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold; however, non-recoverability may also be concluded if it is reasonably certain that all amounts due will not be collected.

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $0.1 million, ~~for each of the three months ended September 30, 2021 and 2020,~~$0.2 million, $0.1 million and $~~0.3~~0.2 million for each of the ~~nine~~three and six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~respectively, which are included in ~~other~~Other revenues in the consolidated statements of operations.

In addition, the Company's joint ventures paid to certain unaffiliated partners of its joint ventures, $0.3 million, $0.6 million, $0.3 million and $~~0.4~~0.7 million for the three and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively, and $1.0~~ ~~million and $1.7~~ ~~million for the nine months ended September 30,~~ 2021, ~~and 2020,~~ respectively, for leasing commissions, development, management, construction and overhead fees.

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

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


							June 30,			December 31,
(in thousands)	September 30, 2021			December 31, 2020			2022			2021
Other Assets, Net:
Lease intangibles, net (Note 6)	$	95,518		$	100,732		$	119,785		$	108,918
Deferred charges, net (a)		31,374			30,488			27,312			28,438
Accrued interest receivable		19,208			13,917
Accrued interest receivable (Note 3)								18,859			21,148
Prepaid expenses		17,919			17,468			14,960			17,230
Derivative financial instruments (Note 8)								14,098			7
Due from seller		3,364			3,682			3,036			3,364
Income taxes receivable		2,142			2,433			2,244			2,279
Other receivables		1,753			2,058			2,165			1,830
Corporate assets, net								1,466			1,648
Deposits		1,725			1,728			507			1,647
Corporate assets, net		1,745			1,302
Derivative financial instruments (Note 8)		2			1
	$	174,750		$	173,809		$	204,432		$	186,509

(a) Deferred Charges, Net:
Deferred leasing and other costs	$	60,794		$	57,533		$	59,517		$	58,281
Deferred financing costs related to line of credit		9,877			11,341			9,517			9,953
		70,671			68,874			69,034			68,234
Accumulated amortization		(39,297	)		(38,386	)		(41,722	)		(39,796	)
Deferred charges, net	$	31,374		$	30,488		$	27,312		$	28,438

Accounts Payable and Other Liabilities:
Lease intangibles, net (Note 6)	$	78,012		$	76,434		$	83,769		$	76,778
Accounts payable and accrued expenses		60,440			53,031			55,999			56,580
Derivative financial instruments (Note 8)		54,827			90,139
Deferred income		33,498			31,842			34,119			38,373
Tenant security deposits, escrow and other		12,407			12,178			14,811			13,045
Lease liability - finance leases, net (Note 11)		6,513			6,287			6,814			6,612
Derivative financial instruments (Note 8)								1,582			45,027
	$	245,697		$	269,911		$	197,094		$	236,415

8. Financial Instruments and Fair Value Measurements

The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and interest rate swaps; and Level 3, for financial instruments or other assets/liabilities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. ~~For significant Level 3 items, the Company has also provided the unobservable inputs along with their weighted-average ranges.~~

Money Market Funds — The Company has money market funds, which at times have zero balances and are included in Cash and cash equivalents in the consolidated balance sheets, and are comprised of government securities and/or U.S. Treasury bills. These funds were classified as Level 1 ~~as we used~~which include quoted prices from active markets to determine their fair values.

Equity Investments –Albertsons became publicly traded during 2020 (Note 4). Upon Albertsons’ IPO, the Company’s Investment in Albertsons has a readily determinable market value (traded on an exchange) and is being accounted for as a Level 1 investment.

Derivative Assets — The Company has derivative assets, which are included in Other assets, net on the consolidated balance sheets, and are comprised of interest rate swaps and caps. The derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. See “Derivative Financial Instruments,” below.

Derivative Liabilities — The Company has derivative liabilities, which are included in Accounts payable and other liabilities on the consolidated balance sheets, and are comprised of interest rate swaps. These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 because they are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. See “Derivative Financial Instruments,” below.

~~ACADIA REALTY TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~Other than the Investment in Albertsons described above, the~~The Company did not have any transfers into or out of Level 1, Level 2, and Level 3 measurements during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 or ~~2020.~~2021.

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


	September 30, 2021						December 31, 2020						June 30, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Money market funds	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Derivative financial instruments		0		2		0		0		1		0		0		14,098		0		0		7		0
Investment in Albertsons (Note 4)		128,186		0		0		72,391		0		0		110,039		0		0		124,316		0		0
Liabilities
Derivative financial instruments		0		54,827		0		0		90,139		0		0		1,582		0		0		45,027		0

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Items Measured at Fair Value on a Nonrecurring Basis ~~(Including~~

Impairment ~~Charges)~~Charges

During ~~2020 and~~ 2021, the Company was impacted by the COVID-19 Pandemic, (~~Note 11~~), which caused the Company to reduce its ~~holding periods and~~ forecasted operating income at certain properties. As a result, several impairments were recorded. Impairment charges for the periods presented are as follows (in thousands):

Impairment Charge

Property and Location

Owner

Triggering Event

Level 3 Inputs

Effective Date

Total

Acadia's Share

2021 Impairment Charges

210 Bowery,
Manhattan, NY

Fund IV

Reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Sept 30, 2021

$
3,016

$
697

27 E. 61st Street
Manhattan, NY

Fund IV

Reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Sept 30, 2021

6,909

1,597

Total 2021 Impairment Charges

$
9,925

$
2,294

2020 Impairment Charges

Cortlandt Crossing,
Mohegan Lake, NY

Fund III

Reduced holding period, reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Mar 31, 2020

$
27,402

$
6,726

654 Broadway,
New York, NY

Fund III

Reduced holding period

Projections of: holding period, net operating income, cap rate, incremental costs

Mar 31, 2020

6,398

1,570

146 Geary Street,
San Francisco, CA

Fund IV

Reduced holding period, reduced projected operating income

Projections of: holding period, net operating

Mar 31, 2020

6,718

1,553

Impairment Charge

Property and Location

Owner

Triggering Event

Level 3 Inputs

Effective Date

Total

Acadia's Share

2022 Impairment Charges

None

2021 Impairment Charges

210 Bowery commercial unit,
New York, NY

Fund IV

Reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Sept 30, 2021

3,016

697

27 E. 61st Street
New York, NY

Fund IV

Reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Sept 30, 2021

6,909

1,597

Total 2021 Impairment Charges

9,925

2,294

Redeemable Noncontrolling Interest

28In connection with the Williamsburg Portfolio acquisition in February 2022 (Note 2), the Company evaluated the Williamsburg Noncontrolling Interest ("NCI"), which represents the venture partner's one-time right to put its 50.01% interest in the property to the Company for fair value at a future date. As it was unlikely as of the acquisition date that the venture partner would receive any consideration on redemption due to the Company’s preferential returns, the amount of the senior debt that would accrue and the estimated fair value of the property, the initial fair value of the Williamsburg NCI was determined to be zero. The Company is required to periodically evaluate the noncontrolling interest and adjust it to fair value, should it become likely that the venture partner would receive consideration for exercising its put right. At June 30, 2022, the Company determined that the fair value of the Williamsburg NCI was 0.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

income, cap rate, incremental costs

801 Madison Avenue,
New York, NY

Fund IV

Reduced holding period, reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Mar 31, 2020

11,031

2,551

717 N. Michigan Avenue,
Chicago, IL

Fund IV

Reduced holding period, reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Dec 31, 2020

17,392

4,021

110 University,
New York, NY

Fund IV

Reduced holding period, reduced projected operating income

Projections of: holding period, net operating income, cap rate, incremental costs

Dec 31, 2020

16,238

3,754

Fifth Wall Investment

Core

Decline in fair value

Projections of: reported fair value of net assets

Dec 31, 2020

419

419

Total 2020 Impairment Charges

$
85,598

$
20,594

All of the Company’s derivative instruments have been designated as cash flow hedges and hedge the future cash outflows on variable-rate debt (Note 7). It is estimated that approximately $~~18.8~~6.1 million included in Accumulated other comprehensive ~~loss~~income related to derivatives will be reclassified to interest expense within the next twelve months. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 0 derivatives were designated

as fair value hedges or hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated hedges.

During the first quarter of 2021, the Company terminated 2 interest rate swaps with forward ~~swaps~~effective dates with an aggregate notional value of $100.0 million (~~Note 7~~) for cash proceeds of $3.4 million. As the hedged forecasted transaction is still expected, amounts deferred in Accumulated other comprehensive loss will be amortized into earnings as a reduction of interest expense over the original term of the swaps beginning in 2022.

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

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

The Company has agreements with each of its swap counterparties that contain a provision whereby if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its swaps, resulting in an acceleration of payment under the swaps.

The Company’s cash and cash equivalents, restricted cash, rents receivable, accounts payable and certain financial instruments included in other assets and other liabilities had fair values that approximated their carrying values due to their short maturity profiles at ~~September~~June 30, ~~2021.~~2022.

9. Commitments and Contingencies

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

~~ACADIA REALTY TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

Commitments and Guaranties

In conjunction with the development and expansion of various properties, the Company has entered into agreements with general contractors for the construction or development of properties aggregating approximately $~~39.5~~39.4 million and $~~32.7~~38.1 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had Core and Fund letters of credit outstanding of $~~19.7~~11.0 million and $~~35.6~~19.7 million, respectively (Note 7). The Company has not recorded any obligation associated with these letters of credit. The majority of the letters of credit are collateral for existing indebtedness and other obligations of the Company.

The following tables summarize the change in the noncontrolling interests for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (dollars in thousands):


	Noncontrolling Interests in Operating Partnership (a)			Noncontrolling Interests in Partially-Owned Affiliates (b)			Total			Noncontrolling Interests in Operating Partnership (a)			Noncontrolling Interests in Partially-Owned Affiliates (b)			Total
Balance at July 1, 2021	$	95,088		$	522,571		$	617,659
Balance at April 1, 2022										$	101,355		$	645,238		$	746,593
Distributions declared of $0.18 per Common OP Unit and distributions on Preferred OP Units											(1,286	)		0			(1,286	)
Net income (loss) for the three months ended June 30, 2022											151			(15,602	)		(15,451	)
Conversion of 15,701 Common OP Units to Common Shares by limited partners of the Operating Partnership											(243	)		0			(243	)
Other comprehensive income - unrealized gain on valuation of swap agreements											937			2,033			2,970
Reclassification of realized interest expense on swap agreements											29			1,298			1,327
Acquisition of noncontrolling interest (c)											0			(41,376	)		(41,376	)
Noncontrolling interest contributions											0			723			723
Noncontrolling interest distributions											0			(24,776	)		(24,776	)
Employee Long-term Incentive Plan Unit Awards											2,283			0			2,283
Reallocation of noncontrolling interests (d)											(158	)		0			(158	)
Balance at June 30, 2022										$	103,068		$	567,538		$	670,606

Balance at April 1, 2021										$	94,930		$	524,651		$	619,581
Distributions declared of $0.15 per Common OP Unit and distributions on Preferred OP Units		(1,046	)		0			(1,046	)		(1,052	)		0			(1,052	)
Net income for the three months ended September 30, 2021		872			18,616			19,488
Conversion of 18,000 Common OP Units to Common Shares by limited partners of the Operating Partnership		(288	)		0			(288	)
Cancellation of OP Units (c)		(479	)		0			(479	)
Other comprehensive loss - unrealized gain (loss) on valuation of swap agreements		227			(261	)		(34	)
Net income (loss) for the three months ended June 30, 2021											398			(3,657	)		(3,259	)
Conversion of 7,173 Common OP Units to Common Shares by limited partners of the Operating Partnership											(115	)		0			(115	)
Other comprehensive loss - unrealized loss on valuation of swap agreements											(406	)		(253	)		(659	)
Reclassification of realized interest expense on swap agreements		53			1,814			1,867			53			1,756			1,809
Noncontrolling interest contributions		0			9,518			9,518			0			5,868			5,868
Noncontrolling interest distributions		0			(10,527	)		(10,527	)		0			(4,355	)		(4,355	)
Employee Long-term Incentive Plan Unit Awards		2,419			0			2,419			2,399			0			2,399
Reallocation of noncontrolling interests (d)		(2,060	)		0			(2,060	)		(1,119	)		0			(1,119	)
Balance at September 30, 2021	$	94,786		$	541,731		$	636,517
Balance at June 30, 2021										$	95,088		$	524,010		$	619,098

Balance at July 1, 2020	$	90,321		$	547,418		$	637,739
Distributions on Preferred OP Units		(123	)		0			(123	)
Net loss for the three months ended September 30, 2020		(352	)		(28,907	)		(29,259	)
Other comprehensive income - unrealized gain (loss) on valuation of swap agreements		183			(166	)		17
Reclassification of realized interest expense on swap agreements		63			2,042			2,105
Noncontrolling interest contributions		0			8,427			8,427
Noncontrolling interest distributions		0			(20,117	)		(20,117	)
Employee Long-term Incentive Plan Unit Awards		2,181			0			2,181
Reallocation of noncontrolling interests (d)		(2,100	)		0			(2,100	)
Balance at September 30, 2020	$	90,173		$	508,697		$	598,870

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Noncontrolling Interests in Operating Partnership (a)			Noncontrolling Interests in Partially-Owned Affiliates (b)			Total
Balance at January 1, 2022	$	94,120		$	534,202		$	628,322
Distributions declared of $0.36 per Common OP Unit and distributions on Preferred OP Units		(2,569	)		0			(2,569	)
Net income for the six months ended June 30, 2022		1,274			10,534			11,808
Conversion of 51,307 Common OP Units to Common Shares by limited partners of the Operating Partnership		(815	)		0			(815	)
Other comprehensive income - unrealized gain on valuation of swap agreements		2,635			8,963			11,598
Reclassification of realized interest expense on swap agreements		74			2,919			2,993
Acquisition of noncontrolling interest (c)		0			(41,376	)		(41,376	)
Noncontrolling interest contributions		0			99,852			99,852
Noncontrolling interest distributions		0			(47,556	)		(47,556	)
Employee Long-term Incentive Plan Unit Awards		5,671			0			5,671
Reallocation of noncontrolling interests (d)		2,678			0			2,678
Balance at June 30, 2022	$	103,068		$	567,538		$	670,606

Balance at January 1, 2021	$	89,431		$	519,734		$	609,165
Distributions declared of $0.30 per Common OP Unit		(2,100	)		0			(2,100	)
Net income (loss) for the six months ended June 30, 2021		868			(8,247	)		(7,379	)
Conversion of 25,973 Common OP Units to Common Shares by limited partners of the Operating Partnership		(409	)		0			(409	)
Other comprehensive income - unrealized gain on valuation of swap agreements		1,494			1,890			3,384
Reclassification of realized interest expense on swap agreements		106			3,555			3,661
Noncontrolling interest contributions		0			17,109			17,109
Noncontrolling interest distributions		0			(10,031	)		(10,031	)
Employee Long-term Incentive Plan Unit Awards		6,448			0			6,448
Reallocation of noncontrolling interests (d)		(750	)		0			(750	)
Balance at June 30, 2021	$	95,088		$	524,010		$	619,098

Noncontrolling
Interests in
Operating
Partnership (a)

Noncontrolling
Interests in
Partially-Owned
Affiliates (b)

Total

Balance at January 1, 2021

$
89,431

$
517,808

$
607,239

Distributions declared of $0.45 per Common OP Unit and distributions on Preferred OP Units

(3,146
)

0

(3,146
)
Net income for the nine months ended September 30, 2021

1,740

11,759

13,499

Conversion of 43,973 Common OP Units to Common Shares by limited partners of the Operating Partnership

(697
)

0

(697
)
Cancellation of OP Units (c)

(479
)

0

(479
)
Other comprehensive income - unrealized gain on valuation of swap agreements

1,721

1,625

3,346

Reclassification of realized interest expense on swap agreements

159

5,470

5,629

Noncontrolling interest contributions

0

26,627

26,627

Noncontrolling interest distributions

0

(21,558
)

(21,558
)
Employee Long-term Incentive Plan Unit Awards

8,866

0

8,866

Reallocation of noncontrolling interests (d)

(2,809
)

0

(2,809
)
Balance at September 30, 2021

$
94,786

$
541,731

$
636,517

Balance at January 1, 2020

$
97,670

$
546,987

$
644,657

Distributions declared of $0.29 per Common OP Unit

(2,095
)

0

(2,095
)
Net income (loss) for the nine months ended September 30, 2020

570

(35,958
)

(35,388
)
Conversion of 407,594 Common OP Units to Common Shares by limited partners of the Operating Partnership

(6,544
)

0

(6,544
)
Other comprehensive loss - unrealized loss on valuation of swap agreements

(3,268
)

(18,423
)

(21,691
)
Reclassification of realized interest expense on swap agreements

111

3,432

3,543

Noncontrolling interest contributions

0

36,736

36,736

Noncontrolling interest distributions

0

(24,654
)

(24,654
)
Employee Long-term Incentive Plan Unit Awards

7,973

0

7,973

Reallocation of noncontrolling interests (d)

(4,244
)

0

(4,244
)
Noncontrolling interest gain

0

588

588

Cumulative effect of change in accounting principle

0

(11
)

(11
)
Balance at September 30, 2020

$
90,173

$
508,697

$
598,870

(a)

Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ ~~3,080,849~~3,062,108 and 3,101,958 Common OP Units at ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively; (ii) 188 Series A Preferred OP Units at each of ~~September~~June 30, ~~2021~~2022 and ~~2020;~~2021; (iii) 126,593 Series C Preferred OP Units at each of ~~September~~June 30, ~~2021~~2022 and ~~2020;~~2021; and (iv) ~~3,416,894~~3,732,125 and ~~2,886,207~~3,434,894 LTIP units at ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, as discussed in Share Incentive Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above.

(b)

Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns II, and six other subsidiaries.

(c)

~~The Company exchanged~~Represents the acquisition of the ~~21,109~~11.67 ~~OP Units~~% noncontrolling interest in ~~settlement of a note receivable in the amount of $0.5~~ ~~million~~Fund II and Mervyns II acquired on ~~July 12, 2021~~June 27, 2022 (Note 31); for $18.5 million.

(d)

Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership.

There were 0 issuances of Preferred OP Units during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 or the year ended December 31, ~~2020.~~2021.

In 1999, the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 (9% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through ~~September~~June 30, ~~2021,~~2022, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferred OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date.

During 2016, the Operating Partnership issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to a third party to acquire Gotham Plaza (Note 4). The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit and are convertible into Common OP Units at a rate based on the share price at the time of conversion. If the share price is below $28.80 on the conversion date, each Series C Preferred OP Unit will be convertible into 3.4722 Common OP Units. If the share price is between $28.80 and $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into a number of Common OP Units equal to $100.00 divided by the closing share price. If the share price is above $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into 2.8409 Common OP Units. The Series C Preferred OP Units have a mandatory conversion date of December 31, 2025, at which time all units that have not been converted will automatically be converted into Common OP Units based on the same calculations. Through ~~September~~June 30, ~~2021,~~2022, 15,000 Series C Preferred OP Units were converted into 51,887 Common OP Units and then into Common Shares.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, no single tenant or property collectively comprised more than 10% of the Company’s consolidated total revenues.

Beginning in March 2020, the COVID-19 Pandemic has had a material adverse impact on economic and market conditions, and consumer activity, and triggered a period of global and domestic economic slowdown. The COVID-19 Pandemic and government responses created disruption in global supply chains and has been adversely impacting many industries, including the domestic retail sectors in which the Company’s tenants operate. Under governmental restrictions and guidance, certain retailers were considered “essential businesses” and were permitted to remain fully operating during the COVID-19 Pandemic, while other “non-essential businesses” were ordered to decrease or close operations for an indeterminate period of time to protect their employees and customers from the spread of the virus. These disruptions, which have substantially ceased as of the date of this Report, have impacted the collectability of rent from the Company’s affected tenants primarily in 2020 and to a lesser extent in 2021. While the Company considers disruptions related to the COVID-19 Pandemic to be substantially over, if such government mandated closures are reinstated, they may have a material, adverse effect on the Company’s revenues, results of operations, financial condition, and liquidity in future periods.

~~Rent Collections~~ ~~– The Company collected or negotiated payment agreements of approximately~~ ~~97.1% and~~ ~~92.5% of its third quarter pre-COVID billings (original contract rents without regard to deferral or abatement agreements) for its Core Portfolio and the Funds, respectively.~~

~~Earnings Impact (Amounts Reflect the Company's Share)~~ ~~– The Company incurred aggregate credit (recoveries) losses and rent abatements totaling approximately ($0.3) million and $3.4~~ ~~million for the three and nine months ended September 30, 2021, respectively, compared to $13.3~~ ~~million and $26.9~~ ~~million for the three and nine months ended September 30, 2020, respectively, primarily related to the COVID-19 Pandemic. In addition, the Company incurred impairment charges of $2.3~~ ~~million for the three and nine months ended September 30, 2021 and $12.4~~ ~~million for the nine months ended September 30, 2020 primarily related to the COVID-19 Pandemic (Note 8~~).

12. Segment Reporting

The Company has 3 reportable segments: Core Portfolio, Funds and Structured Financing. The Company’s Core Portfolio consists primarily of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas with a long-term investment horizon. The Company’s Funds hold primarily retail real estate in which the Company co-invests with high-quality institutional investors. The Company’s Structured Financing segment consists of earnings and expenses related to notes and mortgages receivable which are held within the Core Portfolio or the Funds (Note 3). Fees earned by the Company as the general partner or managing member of the Funds are eliminated in the Company’s consolidated financial statements and are not presented in the Company’s segments.

~~The following tables set forth certain segment information for the Company (in thousands):~~

For the Three Months Ended September 30, 2021

Core
Portfolio

Funds

Structured
Financing

Unallocated

Total

Revenues

$
45,942

$
27,504

$
0

$
0

$
73,446

Depreciation and amortization

(17,678
)

(13,188
)

0

0

(30,866
)
Property operating expenses, other operating and real estate taxes

(13,911
)

(10,107
)

0

0

(24,018
)
General and administrative expenses

0

0

0

(9,978
)

(9,978
)
Impairment charges

—

(9,925
)

—

—

(9,925
)
Operating income (loss)

14,353

(5,716
)

0

(9,978
)

(1,341
)
Interest income

0

0

2,354

0

2,354

Realized and unrealized holding gains on investments and other

0

47,643

(350
)

0

47,293

Equity in (losses) earnings of unconsolidated affiliates

(485
)

1,129

0

0

644

Interest expense

(7,446
)

(9,888
)

0

0

(17,334
)
Income tax provision

0

0

0

(59
)

(59
)
Net income

6,422

33,168

2,004

(10,037
)

31,557

Net income attributable to noncontrolling interests

(906
)

(18,582
)

0

0

(19,488
)
Net income attributable to Acadia

$
5,516

$
14,586

$
2,004

$
(10,037
)

$
12,069

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables set forth certain segment information for the Company (in thousands):


	For the Three Months Ended June 30, 2022
	Core Portfolio			Funds			Structured Financing		Unallocated			Total
Revenues	$	53,225		$	31,034		$	0	$	0		$	84,259
Depreciation and amortization		(20,061	)		(14,910	)		0		0			(34,971	)
Property operating expenses and real estate taxes		(14,932	)		(10,263	)		0		0			(25,195	)
General and administrative expenses		0			0			0		(10,661	)		(10,661	)
Gain on disposition of properties		0			12,216			0		0			12,216
Operating income		18,232			18,077			0		(10,661	)		25,648
Interest and other income		0			0			2,961		0			2,961
Realized and unrealized holding losses on investments and other		0			(26,383	)		100		0			(26,283	)
Equity in earnings of unconsolidated affiliates		788			492			0		0			1,280
Interest expense		(8,519	)		(10,703	)		0		0			(19,222	)
Income tax provision		0			0			0		(209	)		(209	)
Net income (loss)		10,501			(18,517	)		3,061		(10,870	)		(15,825	)
Net (income) loss attributable to noncontrolling interests		(366	)		15,817			0		0			15,451
Net income (loss) attributable to Acadia	$	10,135		$	(2,700	)	$	3,061	$	(10,870	)	$	(374	)

For the Three Months Ended September 30, 2020

Core
Portfolio

Funds

Structured
Financing

Unallocated

Total

Revenues

$
38,848

$
12,433

$
0

$
0

$
51,281

Depreciation and amortization

(17,987
)

(16,470
)

0

0

(34,457
)
Property operating expenses, other operating and real estate taxes

(12,709
)

(9,539
)

0

0

(22,248
)
General and administrative expenses

0

0

0

(8,625
)

(8,625
)
Gain on disposition of properties

0

24

0

0

24

Operating income (loss)

8,152

(13,552
)

0

(8,625
)

(14,025
)
Interest income

0

0

2,132

0

2,132

Realized and unrealized holding losses on investments and other

0

(7,906
)

(40
)

0

(7,946
)
Equity in (losses) earnings of unconsolidated affiliates

(784
)

160

0

0

(624
)
Interest expense

(8,276
)

(9,476
)

0

0

(17,752
)
Income tax provision

0

0

0

(74
)

(74
)
Net (loss) income

(908
)

(30,774
)

2,092

(8,699
)

(38,289
)
Net loss attributable to noncontrolling interests

1,407

27,852

0

0

29,259

Net income (loss) attributable to Acadia

$
499

$
(2,922
)

$
2,092

$
(8,699
)

$
(9,030
)


	For the Three Months Ended June 30, 2021 (As Restated)
	Core Portfolio			Funds			Structured Financing			Unallocated			Total
Revenues	$	46,000		$	27,057		$	0		$	0		$	73,057
Depreciation and amortization		(17,333	)		(13,207	)		0			0			(30,540	)
Property operating expenses and real estate taxes		(14,205	)		(10,645	)		0			0			(24,850	)
General and administrative expenses		0			0			0			(10,653	)		(10,653	)
Gain on disposition of properties		0			5,909			0			0			5,909
Operating income		14,462			9,114			0			(10,653	)		12,923
Interest and other income		0			0			2,054			0			2,054
Realized and unrealized holding gains on investments and other		0			2,841			(999	)		0			1,842
Equity in earnings of unconsolidated affiliates		669			230			0			0			899
Interest expense		(7,350	)		(9,724	)		0			0			(17,074	)
Income tax provision		0			0			0			(192	)		(192	)
Net income		7,781			2,461			1,055			(10,845	)		452
Net (income) loss attributable to noncontrolling interests		(406	)		3,665			0			0			3,259
Net income attributable to Acadia	$	7,375		$	6,126		$	1,055		$	(10,845	)	$	3,711

As of or for the Nine Months Ended September 30, 2021

Core
Portfolio

Funds

Structured
Financing

Unallocated

Total

Revenues

$
134,292

$
83,208

$
0

$
0

$
217,500

Depreciation and amortization

(51,898
)

(41,703
)

0

0

(93,601
)
Property operating expenses, other operating and real estate taxes

(41,773
)

(32,578
)

0

0

(74,351
)
General and administrative expenses

0

0

0

(29,645
)

(29,645
)
Impairment charges

—

(9,925
)

—

-

(9,925
)
Gain on disposition of properties

4,612

5,909

—

—

10,521

Operating income

45,233

4,911

—

(29,645
)

20,499

Interest income

—

—

6,108

—

6,108

Realized and unrealized holding gains on investments and other

—

57,031

(520
)

—

56,511

Equity in (losses) earnings of unconsolidated affiliates

(944
)

4,957

—

—

4,013

Interest expense

(22,010
)

(30,070
)

—

—

(52,080
)
Income tax provision

—

—

—

(403
)

(403
)
Net income

22,279

36,829

5,588

(30,048
)

34,648

Net income attributable to noncontrolling interests

(1,919
)

(11,580
)

—

—

(13,499
)
Net income attributable to Acadia

$
20,360

$
25,249

$
5,588

$
(30,048
)

$
21,149

Real estate at cost (a)

$
2,328,208

$
1,807,120

$
—

$
—

$
4,135,328

Total assets (a)

$
2,201,871

$
1,884,306

$
158,468

$
—

$
4,244,645

Cash paid for acquisition of real estate

$
—

$
63,425

$
—

$
—

$
63,425

Cash paid for development and property improvement costs

$
11,601

$
15,596

$
—

$
—

$
27,197

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of or for the Nine Months Ended September 30, 2020

Core
Portfolio

Funds

Structured
Financing

Unallocated

Total

Revenues

$
117,383

$
69,091

$
0

$
0

$
186,474

Depreciation and amortization

(53,193
)

(48,434
)

0

0

(101,627
)
Property operating expenses, other operating and real estate taxes

(42,484
)

(31,034
)

0

0

(73,518
)
General and administrative expenses

0

0

0

(26,415
)

(26,415
)
Impairment charges

0

(51,549
)

0

0

(51,549
)
Gain on disposition of properties

0

509

0

0

509

Operating income (loss)

21,706

(61,417
)

0

(26,415
)

(66,126
)
Interest income

0

0

7,156

0

7,156

Realized and unrealized holding gains on investments and other

0

79,845

(510
)

0

79,335

Equity in (losses) earnings of unconsolidated affiliates

(212
)

57

0

0

(155
)
Interest expense

(25,127
)

(29,246
)

0

0

(54,373
)
Income tax benefit

0

0

0

741

741

Net (loss) income

(3,633
)

(10,761
)

6,646

(25,674
)

(33,422
)
Net loss attributable to noncontrolling interests

7,691

27,697

0

0

35,388

Net income attributable to Acadia

$
4,058

$
16,936

$
6,646

$
(25,674
)

$
1,966

Real estate at cost (a)

$
2,365,426

$
1,802,865

$
0

$
0

$
4,168,291

Total assets (a)

$
2,291,730

$
1,824,880

$
134,798

$
0

$
4,251,408

Cash paid for acquisition of real estate

$
19,963

$
1,245

$
0

$
0

$
21,208

Cash paid for development and property improvement costs

$
7,522

$
20,427

$
0

$
0

$
27,949


	As of or for the Six Months Ended June 30, 2022
	Core Portfolio			Funds			Structured Financing		Unallocated			Total
Revenues	$	101,574		$	64,192		$	0	$	0		$	165,766
Depreciation and amortization		(37,736	)		(30,948	)		0		0			(68,684	)
Property operating expenses and real estate taxes		(29,572	)		(20,253	)		0		0			(49,825	)
General and administrative expenses		0			0			0		(22,598	)		(22,598	)
Gain on disposition of properties		0			41,031			0		0			41,031
Operating income		34,266			54,022			0		(22,598	)		65,690
Interest and other income		0			0			5,896		0			5,896
Realized and unrealized holding losses on investments and other		1,163			(11,816	)		100		0			(10,553	)
Equity in earnings of unconsolidated affiliates		2,405			2,005			0		0			4,410
Interest expense		(16,115	)		(21,032	)		0		0			(37,147	)
Income tax provision		0			0			0		(24	)		(24	)
Net income		21,719			23,179			5,996		(22,622	)		28,272
Net income attributable to noncontrolling interests		(1,486	)		(10,322	)		0		0			(11,808	)
Net income attributable to Acadia	$	20,233		$	12,857		$	5,996	$	(22,622	)	$	16,464

Real estate at cost (a)	$	2,606,083		$	1,729,074		$	0	$	0		$	4,335,157
Total assets (a)	$	2,513,011		$	1,788,567		$	137,306	$	0		$	4,438,884
Cash paid for acquisition of real estate	$	242,633		$	0		$	0	$	0		$	242,633
Cash paid for development and property improvement costs	$	16,248		$	9,033		$	0	$	0		$	25,281


	As of or for the Six Months Ended June 30, 2021 As Restated
	Core Portfolio			Funds			Structured Financing			Unallocated			Total
Revenues	$	88,350		$	52,894		$	0		$	0		$	141,244
Depreciation and amortization		(34,220	)		(26,960	)		0			0			(61,180	)
Property operating expenses and real estate taxes		(27,862	)		(21,403	)		0			0			(49,265	)
General and administrative expenses		0			0			0			(19,645	)		(19,645	)
Gain on disposition of properties		4,612			5,909			0			0			10,521
Operating income		30,880			10,440			0			(19,645	)		21,675
Interest and other income		0			0			3,754			0			3,754
Realized and unrealized holding gains (losses) on investments and other		0			9,388			(2,421	)		0			6,967
Equity in (losses) earnings of unconsolidated affiliates		(459	)		3,240			0			0			2,781
Interest expense		(14,564	)		(19,124	)		0			0			(33,688	)
Income tax provision		0			0			0			(340	)		(340	)
Net income		15,857			3,944			1,333			(19,985	)		1,149
Net (income) loss attributable to noncontrolling interests		(1,013	)		8,392			0			0			7,379
Net income attributable to Acadia	$	14,844		$	12,336		$	1,333		$	(19,985	)	$	8,528

Real estate at cost (a)	$	2,323,767		$	1,649,667		$	0		$	0		$	3,973,434
Total assets (a)	$	2,209,033		$	1,705,799		$	114,461		$	0		$	4,029,293
Cash paid for acquisition of real estate	$	0		$	0		$	0		$	0		$	0
Cash paid for development and property improvement costs	$	5,465		$	10,275		$	0		$	0		$	15,740

Real estate at cost and total assets for the Funds segment include $~~654.0~~660.0 million and $~~606.6~~650.6 million, or $$270.~~190.0~~7 million and $~~176.5~~189.0 million net of non-controlling interests, related to Fund II’s City Point property at ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

13. Share Incentive and Other Compensation

Share Incentive Plan

The 2020 Share Incentive Plan (the “Share Incentive Plan”) authorizes the Company to issue options, Restricted Shares, LTIP Units and other securities (collectively “Awards”) to, among others, the Company’s officers, trustees and employees. At ~~September~~June 30, ~~2021~~2022 a total of ~~1,917,304~~1,490,135 shares remained available to be issued under the Share Incentive Plan.

Restricted Shares and LTIP Units - Employees

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, and the year ended December 31, ~~2020,~~2021, the Company issued ~~635,976~~600,672 and ~~396,149~~636,646 LTIP Units and ~~11,244~~13,178 and ~~13,766~~11,244 restricted share units (“Restricted Share Units”), respectively, to employees of the Company pursuant to the Share Incentive Plan. These awards were measured at their fair value on the grant date, incorporating the following factors:

•

A portion of these annual equity awards is granted in performance-based Restricted Share Units or LTIP Units that may be earned based on the Company’s attainment of specified relative total shareholder returns (“Relative TSR”) hurdles.

•

In the event the Relative TSR percentile falls between the 25th percentile and the 50th percentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 50% and 100% and in the event that the Relative TSR percentile falls between the 50th percentile and 75th percentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 100% and 200%.

•

Two-thirds (2/3) of the performance-based LTIP Units will vest based on the Company’s total shareholder return (“TSR”) for the three-year forward-looking performance period relative to the constituents of the ~~SNL U.S. REIT Retail~~National Association of Real Estate Investment Trusts (“NAREIT”) Shopping Center ~~Index~~Property Subsector and one-third (1/3) on the Company’s TSR for the three-year forward-looking performance period as compared to the constituents of the ~~SNL U.S. REIT~~NAREIT Retail ~~Index~~Property Sector (both on a non-weighted basis).

~~ACADIA REALTY TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

•

If the Company’s performance fails to achieve the aforementioned hurdles at the culmination of the three-year performance period, all performance-based shares will be forfeited. Any earned performance-based shares vest 60% at the end of the performance period, with the remaining 40% of shares vesting ratably over the next two years.

For valuation of the ~~2021~~2022 and ~~2020~~2021 Performance Shares, a Monte Carlo simulation was used to estimate the fair values based on probability of satisfying the market conditions and the projected share prices at the time of payments, discounted to the valuation dates over the three-year performance periods. The assumptions include volatility (~~48.0~~49.0% and ~~21.0~~48.0%) and risk-free interest rates of (~~0.2~~1.7% and ~~1.4~~0.2%) for ~~2021~~2022 and ~~2020,~~2021, respectively. The total value of the ~~2021~~2022 and ~~2020~~2021 Performance Shares will be expensed over the vesting period regardless of the Company’s performance.

The total value of the above Restricted Share Units and LTIP Units as of the grant date was $~~12.6~~13.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and $~~10.4~~12.6 million during the year ended December 31, ~~2020.~~2021. Total long-term incentive compensation expense, including the expense related to the Share Incentive Plan, was $~~2.3~~2.2 million and $~~2.1~~2.3 million for the three months ended ~~September~~June 30, 2022 and 2021, and ~~2020, and $7.1~~$3.2 million and $~~6.3~~4.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively and is recorded in General and administrative expense in the consolidated statements of operations.

Restricted Shares and LTIP Units - Board of Trustees

In addition, members of the Board have been issued shares and units under the Share Incentive Plan. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company issued ~~30,321~~28,555 LTIP Units and ~~30,592~~29,935 Restricted ~~Shares~~Share Units as compensation to the Trustees of the Company. A portion of the LTIP Units and Restricted ~~Shares~~Share Units vest over three years with 33% vesting May 9, ~~2022~~2023 and the remaining amount vesting ratably on May 9, ~~2023~~2024 and May 9, ~~2024.~~2025. The remaining awards vest on May 9, ~~2022.~~2023. 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. Total trustee fee expense, including the expense related to the Share Incentive Plan, was $~~1.2~~ ~~million and $1.0~~0.8 million for each of the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and is recorded in General and Administrative expense in the consolidated statements of operations.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Long-Term Incentive Alignment Program

In 2009, the Company adopted the Long-Term Incentive Alignment Program (the “Program”) pursuant to which the Company may grant awards to employees, entitling them to receive up to 25% of any potential future payments of Promote to the Operating Partnership from Funds III, IV and V. The Company has granted such awards to employees representing 25% of the potential Promote payments from Fund III to the Operating Partnership, 23.1% of the potential Promote payments from Fund IV to the Operating Partnership and ~~8.4~~10.9% of the potential Promote payments from Fund V to the Operating Partnership. Payments to senior executives under the Program require further Board approval at the time any potential payments are due pursuant to these grants. Compensation relating to these awards will be recognized in each reporting period in which Board approval is granted.

As payments to other employees are 0tnot subject to further Board approval, compensation relating to these awards will be recorded based on the estimated fair value at each reporting period in accordance with ASC Topic 718, Compensation– Stock Compensation. The awards in connection with Fund IV ~~and Fund V~~ were determined to have 0 intrinsic value as of ~~September~~June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

The Company ~~did~~ recognized $00.4~~t recognize any~~ million and $0.1 million of compensation expense for Funds III and V, respectively for the ~~nine~~six months ended ~~September~~June 30, ~~2021 or the year ended December 31, 2020~~2022 related to the Program in connection with ~~Fund III, Fund IV or Fund V.~~the resignation of an employee.

42NaN

~~ACADIA REALTY TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

compensation expense was recognized for the year ended December 31, 2021 related to the Program.

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


Unvested Restricted Shares and LTIP Units	Common Restricted Shares			Weighted Grant-Date Fair Value		LTIP Units			Weighted Grant-Date Fair Value		Common Restricted Shares			Weighted Grant-Date Fair Value		LTIP Units			Weighted Grant-Date Fair Value
Unvested at January 1, 2020		42,390		$	23.73		936,180		$	28.24
Granted		66,824			13.70		440,829			19.64
Vested		(19,264	)		27.72		(250,241	)		30.44
Forfeited		(39	)		24.77		(3,879	)		24.67
Unvested at December 31, 2020		89,911			15.42		1,122,889			24.38		89,911		$	15.42		1,122,889		$	24.38
Granted		43,078			19.94		666,297			19.48		43,078			19.94		666,967			19.48
Vested		(43,084	)		16.85		(283,024	)		26.66		(43,084	)		16.85		(283,024	)		26.66
Forfeited		(159	)		36.22		(91,637	)		36.22		(159	)		36.22		(91,637	)		36.22
Unvested at September 30, 2021		89,746		$	16.87		1,414,525		$	20.85
Unvested at December 31, 2021												89,746			16.87		1,415,195			20.85
Granted												43,113			21.36		629,227			21.16
Vested												(38,088	)		20.10		(308,608	)		22.88
Forfeited												(920	)		43.76		(233,754	)		32.72
Unvested at June 30, 2022												93,851		$	17.35		1,502,060		$	18.72

The weighted-average grant date fair value for Restricted Shares and LTIP Units granted for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and the year ended December 31, ~~2020~~2021 were $~~19.50~~21.17 and $~~18.86~~19.51, respectively. As of ~~September~~June 30, ~~2021,~~2022, there was $~~19.4~~21.4 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Share Incentive Plan. That cost is expected to be recognized over a weighted-average period of ~~1.5~~1.6 years. The total fair value of Restricted Shares that vested during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and the year ended December 31, ~~2020,~~2021, was $~~0.7~~0.8 million and $~~0.5~~0.8 million, respectively. The total fair value of LTIP Units that vested (LTIP units vest primarily during the first quarter) during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and the year ended December 31, ~~2020,~~2021, was $~~7.5~~7.1 million and $~~7.6~~7.5 million, respectively.

Other Plans

On a combined basis, the Company incurred a total of $0.3 million of compensation expense related to the following employee benefit plans for each of the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

Employee Share Purchase Plan

The Acadia Realty Trust Employee Share Purchase Plan (the “Purchase Plan”), allows eligible employees of the Company to purchase Common Shares through payroll deductions. The Purchase Plan provides for employees to purchase Common Shares on a quarterly basis at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. A participant may not purchase more than $25,000 in Common Shares per year. Compensation expense will be recognized by the Company to the extent of the above discount to the closing price of the Common Shares with respect to the applicable quarter. A total of ~~6,111~~3,674 and ~~3,285~~4,651 Common Shares were purchased by employees under the Purchase Plan for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. On March 23, 2021, the Board adopted, which was subsequently approved by the Company’s shareholders at the 2021 annual meeting of shareholders, the Acadia Realty Trust 2021 Employee Share Purchase Plan which allows for a maximum aggregate issuance of

~~200,000~~43

~~Common Shares.~~ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Deferred Share Plan

~~During 2006, the~~The Company ~~adopted~~maintains a Trustee Deferral and Distribution Election program, under which the participating Trustees earn deferred compensation.

Employee 401(k) Plan

The Company maintains a 401(k) plan for employees under which the Company currently matches 50% of a plan participant’s contribution up to 6% of the employee’s annual salary. A plan participant may contribute up to a maximum of 15% of their compensation, up to $~~19,500~~20,500, for the year ending December 31, ~~2021.~~2022.

14. Earnings ~~(Loss)~~ 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 (Note 10). During the periods presented, the Company had unvested LTIP Units 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.

~~ACADIA REALTY TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

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 Units issued under the Company’s Share Incentive Plans (Note 13). The effect of such shares is excluded from the calculation of earnings per share when anti-dilutive as indicated in the table below.

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 1-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.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2021			2020			2021			2020			2022			2021			2022			2021
Numerator:																(As Restated)						(As Restated)
Net income (loss) attributable to Acadia	$	12,069		$	(9,030	)	$	21,149		$	1,966
Net (loss) income attributable to Acadia													$	(374	)	$	3,711		$	16,464		$	8,528
Less: net income attributable to participating securities		(156	)		0			(468	)		(233	)		0			(156	)		(408	)		(312	)
Income (loss) from continuing operations net of income attributable to participating securities	$	11,913		$	(9,030	)	$	20,681		$	1,733
(Loss) income from continuing operations net of income attributable to participating securities													$	(374	)	$	3,555		$	16,056		$	8,216

Denominator:
Weighted average shares for basic earnings (loss) per share		88,480,844			86,308,500			87,217,422			86,486,017
Weighted average shares for basic earnings per share														94,944,772			86,824,445			94,119,752			86,575,240
Effect of dilutive securities:
Series A Preferred OP Units														0			0			0			0
Employee unvested restricted shares		0			0			0			0			0			0			0			0
Denominator for diluted earnings per share		88,480,844			86,308,500			87,217,422			86,486,017			94,944,772			86,824,445			94,119,752			86,575,240

Basic earnings (loss) and diluted earnings per Common Share from continuing operations attributable to Acadia	$	0.13		$	(0.10	)	$	0.24		$	0.02
Basic and diluted (loss) earnings per Common Share from continuing operations attributable to Acadia													$	0.00		$	0.04		$	0.17		$	0.09

Anti-Dilutive Shares Excluded from Denominator:
Series A Preferred OP Units		188			188			188			188			188			188			188			188
Series A Preferred OP Units - Common share equivalent		25,067			25,067			25,067			25,067			25,067			25,067			25,067			25,067

Series C Preferred OP Units		126,593			126,593			126,593			126,593			126,593			126,593			126,593			126,593
Series C Preferred OP Units - Common share equivalent		439,556			439,556			439,556			439,556			439,556			439,556			439,556			439,556
Restricted shares		70,827			76,394			70,827			76,394			69,948			70,827			69,948			70,827

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

15. Subsequent Events

Financing Activities

On July 5, 2022, the Company refinanced a mortgage on a Core property with an outstanding balance of $26.0 million with a new amortizing loan that matures on July 10, 2027 and bears interest at 4.00%.

On July 9, 2022, Fund III extended a mortgage on a property with an outstanding balance of $36.0 million to mature on July 9, 2023, pursuant to an existing extension option. In addition, Fund III placed $3.0 million in escrow for this obligation.

On July 29, 2022, the Company entered into a $75.0 million Term Loan maturing on July 29, 2029.

On August 1, 2022, Fund II refinanced its City Point debt with an aggregate outstanding balance of $297.9 million (Note 7) with a single $198.0 million mortgage loan, with initial proceeds of approximately $130.0 million. The mortgage has a three-year initial term and bears interest at SOFR + 2.5%. The mortgage is collateralized by the real estate assets of City Point, of which $50.0 million is guaranteed by the Operating Partnership (along with certain other obligations). The Company funded approximately $172.0 million of the refinancing (inclusive of closing and other costs), which included its pro-rata share of approximately $110.0 million and a loan to other Fund II investors of approximately $65.0 million (“City Point Loan”). The City Point Loan has a five-year term and is collateralized by the investors’ equity

On August 1, 2022, the Company acquired an additional 22% in City Point for approximately $75.0 million, further increasing its ownership to approximately 62% (40% at June 30, 2022). Additionally, each of the remaining partners in Fund II (comprising 38%) have a right to put their equity interests to the Company beginning in August 2023 and expiring in August 2027 at the greater of (i) a fixed cash amount of approximately $13.0 million or (ii) 595,000 Common Shares (in addition to the Company’s assumption of the City Point Loan). The right to exchange for Common Shares expires in August 2025.

Structured Financing Activity

On July 14, 2022, the Company received full payment of a $13.5 million first mortgage loan (Note 3), which was set to mature on August 30, 2022.

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

OVERVIEW

As of ~~September~~June 30, ~~2021,~~2022, we own or have an ownership interest in ~~182~~203 properties held through our Core Portfolio and Funds. Our Core Portfolio consists of those properties either 100% owned, or partially owned through joint venture interests, by the Operating Partnership or its subsidiaries, not including those properties owned through our Funds. These properties primarily consist of street and urban retail, and dense suburban shopping centers. Our Funds are investment vehicles through which our Operating Partnership and outside institutional investors invest in primarily opportunistic and value-add retail real estate. Currently, we have active investments in four Funds. A summary of our wholly-owned and partially-owned retail properties and their physical occupancies ~~(including tenants who may have been forced to close their businesses as a result of the COVID-19 Pandemic, as discussed under “Significant Developments” below)~~ at ~~September~~June 30, ~~2021~~2022 is as follows:


	Number of Properties				Operating Properties					Number of Properties				Operating Properties
	Development or Redevelopment		Operating		GLA		Occupancy			Development or Redevelopment		Operating		GLA		Occupancy
Core Portfolio:
Chicago Metro		—		39		741,333		86.5	%		1		38		694,139		85.0	%
New York Metro		—		27		342,851		85.7	%		—		29		395,580		89.3	%
Los Angeles Metro		—		1		14,000		100.0	%		—		2		23,757		100.0	%
San Francisco Metro		1		1		148,832		100.0	%		2		—		—		0.0	%
Texas Metro											2		14		123,315		89.1	%
Washington DC Metro		1		28		320,898		73.6	%		1		31		342,250		77.4	%
Boston Metro		—		3		55,276		100.0	%		—		3		55,276		100.0	%
Suburban		3		26		3,916,393		90.9	%		2		27		4,059,956		90.2	%
Total Core Portfolio		5		125		5,539,583		89.3	%		8		144		5,694,273		88.8	%
Acadia Share of Total Core Portfolio		5		125		5,170,750		90.3	%		8		144		5,323,981		90.5	%

Fund Portfolio:
Fund II		—		1		469,518		44.3	%		—		1		541,070		51.0	%
Fund III		1		2		128,911		83.5	%		1		1		4,637		91.6	%
Fund IV		1		31		1,786,098		92.2	%		1		28		1,181,762		93.0	%
Fund V		—		16		5,103,689		88.9	%		—		19		6,221,185		90.6	%
Total Fund Portfolio		2		50		7,488,216		86.8	%		2		49		7,948,654		88.3	%
Acadia Share of Total Fund Portfolio		2		50		1,569,160		86.1	%		2		49		1,666,121		86.1	%

Total Core and Funds		7		175		13,027,799		87.9	%		10		193		13,642,927		88.5	%
Acadia Share of Total Core and Funds		7		175		6,739,910		89.3	%		10		193		6,990,102		89.5	%

The majority of our operating income is derived from rental revenues from operating properties, including expense recoveries from tenants, offset by operating and overhead expenses.

Our primary business objective is to acquire and manage commercial retail properties that will provide cash for distributions to shareholders while also creating the potential for capital appreciation to enhance investor returns. Generally, 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 and create value through accretive development and re-tenanting activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the asset class as part of our Core Portfolio asset recycling and acquisition initiative.

•

Generate additional external growth through an opportunistic yet disciplined acquisition program within our Funds. We target transactions with high inherent opportunity for the creation of additional value through:

▪

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 may include high-yield acquisitions and purchases of distressed debt.

4546

Some of these investments historically 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.

SIGNIFICANT DEVELOPMENTS DURING THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2021~~2022

Investments

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made four new consolidated investments in our Core Portfolio and Fund V acquired two unconsolidated properties totaling ~~$95.8~~$377.4 million, as described below (Note 2, Note 4) ~~and we did not make any new real estate investments within our Core Portfolio.~~:

•

On ~~August 20, 2021,~~January 12, 2022, we acquired a retail condominium referred to as 121 Spring Street located in Soho, New York City, for $39.6 million, inclusive of transaction costs.

•

On February 18, 2022, we invested $97.8 million in a group of properties referred to as the Williamsburg Collection located in Brooklyn, New York.

•

On March 2, 2022, we acquired a single-tenant retail building referred to as 8833 Beverly Boulevard located in West Hollywood, California, for $24.1 million, inclusive of transaction costs.

•

On March 21, 2022, Fund V acquired a 90% interest in an unconsolidated venture. The venture purchased a shopping center referred to as ~~Canton Marketplace,~~Wood Ridge Plaza located in ~~Canton Georgia,~~Houston, Texas, for ~~$51.0~~$49.3 million, inclusive of transaction ~~costs, less the assumption of $31.8 million of first mortgage debt.~~costs.

•

On ~~September 9, 2021,~~March 30, 2022, Fund V acquired a 90% interest in an unconsolidated venture. The venture purchased a shopping center referred to as ~~Monroe Marketplace,~~La Frontera Village located in ~~Selinsgrove Pennsylvania,~~Round Rock, Texas, for ~~$44.8~~$81.4 million, inclusive of transaction costs.

•

On April 18, 2022, we acquired a group of properties referred to as the Henderson Portfolio located in Dallas, Texas for $85.2 million inclusive of transaction costs.

On June 27, 2022, we made an $18.5 million investment in Fund II and Mervyns II increasing our ownership in each by 11.67% to 40% (Note1) and, subsequent to June 30, 2022, increased our ownership further to approximately 62% through an additional investment of $75.0 million (Note 15).

In addition and as discussed below, Fund III obtained the venture partner's interest in its 640 Broadway investment through a foreclosure proceeding and subsequently consolidated the property (Note 2, Note 4).

Dispositions of Real Estate

During the ~~nine~~six months ended ~~September~~June 30, ~~2021, the Company~~2022, we disposed of ~~six~~four consolidated Fund properties, one land parcel and ~~terminated~~ one ~~lease~~unconsolidated investment as follows:

•

On January ~~29, 2021, we~~26, 2022, Fund IV sold ~~one Core Portfolio~~its consolidated ~~property~~Mayfair Shopping Center for ~~$16.4~~$23.7 million, repaid the related mortgage of ~~$6.7~~$11.3 million and recognized a gain of ~~$4.6~~$7.1 million, of which the Company's proportionate share was $1.8 million (Note 2).

•

On ~~January 4, 2021,~~February 1, 2022, Fund V sold ~~two~~a land ~~parcels~~parcel at its ~~unconsolidated Family~~consolidated New Town Center ~~at Riverdale~~ property for ~~a total of $10.5~~$2.2 million, ~~repaid $7.9 million of the related mortgage~~ and ~~the venture~~ recognized a gain of ~~$3.2~~$1.8 million, of which the Company’s proportionate share was ~~$0.6~~$0.4 million. Fund V used a portion of the proceeds to repay $1.1 million (~~Note 4~~)



~~On May 19, 2021, Fund III sold its 654 Broadway consolidated property for $10.0 million and recognized an insignificant gain on~~of the ~~sale~~property's mortgage (Note 2).

•

On ~~June 18, 2021,~~February 9, 2022, Fund IVIII sold ~~four~~its consolidated ~~properties located in Maine within its NE Grocer Portfolio (the Airport Mall, Shaw's Waterville, Shaw's Windham~~Cortlandt Crossing property for $65.5 million and ~~Wells properties) for aggregate proceeds of $39.9 million,~~ repaid the related ~~mortgages totaling $23.5 million, and~~debt of $34.5 million. Fund III recognized ~~an aggregate~~a gain ~~on sale~~ of ~~$5.1~~$13.3 million, of which the Company's proportionate share was ~~$1.2~~$7.1 million (Note 2).

•

On ~~June 25, 2021,~~March 4, 2022, Fund IV ~~terminated~~sold its ~~ground lease at 110 University Place~~consolidated Dauphin Plaza property for $21.7 million and ~~returned~~repaid the ~~property to the lessor, recognizing~~related debt of $12.0 million. Fund IV recognized a gain ~~on lease termination~~ of ~~$0.7~~$6.6 million, of which the Company's proportionate share was ~~$0.2~~$1.7 million (Note 112).

•

On March 9, 2022, we sold our interest in Self Storage Management, for $6.0 million and recognized a gain of $1.5 million (Note 4). We acquired Fund III's unconsolidated interest in Self Storage Management from the shareholders of Fund III earlier in the quarter.

•

On May 25, 2022, Fund IV sold its consolidated Lincoln Place shopping center for $40.7 million, repaid the related debt of $22.7 million and recognized a gain of $12.2 million, of which the Company's proportionate share was $3.0 million (Note 2).

We recognized aggregate gains of $41.0 million on the sales of the above properties during the six months ended June 30, 2022, of which our share is $9.8 million.

Financing Activity

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we (Note 7):

•

entered into a new ~~amended~~$175.0 Million Term Loan facility

•

extended five Fund mortgages totaling $140.4 million (excluding principal reductions of $1.1 million);

•

modified and ~~restated credit facility on June 29, 2021, increasing~~extended one mortgage and the ~~capacity under the Revolver by $50.0~~Fund IV Bridge Loan which had outstanding balance of $20.8 million and ~~under the Term Loan by $50.0 million~~$42.2 million(excluding principal reduction of $8.4 million), respectively, prior to modification;

•

~~assumed a $31.8~~repaid one Core mortgage of $12.3 million ~~mortgage upon~~and four Fund ~~V's acquisition~~mortgages in an aggregate amount of ~~Canton Marketplace~~$80.9 million in connection with the sales of properties (Note 2);

•

~~extended nine~~entered into one new mortgage at a Fund ~~mortgages, two during the first quarter with aggregate balances of $37.2~~property for $50.2 million ~~(after principal reductions of $1.7 million), five during the second quarter totaling $125.1 million (after principal reductions of $6.5 million)~~ and two ~~during the third quarter~~new mortgages at unconsolidated properties totaling ~~$53.0 million (after principal reductions of $10.2 million);~~$87.8 million; and

•

~~modified~~made scheduled principal payments of $3.5 million and ~~extended the Fund II term loan resulting in a one-year extension,~~repaid $17.0 million on the Fund IV bridge ~~facility resulting in a six-month extension and a $10.0 million repayment, and the Fund V subscription line resulting in a one-year extension; and~~



~~made repayments of mortgages underlying property dispositions as noted above.~~facility.

Structured Financing Investments

~~During the nine months ended September~~In January 2022, as discussed above, Fund III foreclosed upon its $5.3 million note receivable, which had previously been in default. In addition, one Core Portfolio loan receivable remains in default at June 30, ~~2021,~~2022. In May 2022, the Company ~~made two Core Portfolio loans totaling $58.0~~received full payment on a $16.0 million ~~within its Structured Financing portfolio as follows~~first mortgage loan (Note 3):



~~On April 20, 2021, the Company made a $16.0 million first mortgage loan collateralized by a retail building in Silver Spring, Maryland.~~



~~On September 17, 2021, the Company made a $43.0 million first mortgage loan collateralized by a retail condominium in Soho, New York, of which $42.0 million was funded.~~

~~In addition, one Core and one Fund loan receivable remains in default (Note 3) at September 30, 2021.~~

Equity Sales

~~The Company~~We sold ~~2,084,896~~374,587 and 5,525,419 of ~~its~~our Common Shares during the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 for net proceeds of ~~$45.9~~$8.0 and $119.5 million, respectively, through ~~its~~our ATM Program (Note 10).

~~Special Note Regarding the COVID-19 Pandemic~~

During 2020, the COVID-19 Pandemic had a negative impact on the business of the Company and that of its tenants. In order to protect citizens and slow the spread of COVID-19, a majority of state governments in the United States instituted restrictions on travel, implemented “shelter-in-place” or “stay-at-home” orders and social distancing practices, and mandated shutdowns of certain “non-essential” businesses for what was then an indeterminate period of time. As a result, a majority of the Company’s retail tenants were forced to temporarily close their businesses during a portion of 2020. While substantially all tenants have since reopened, the tenant closures created concern regarding the Company’s ability to fully collect billed rents from non-operating tenants, many of which have requested rent concessions from the Company. In addition, during 2020, and to a lesser extent in 2021, the COVID-19 Pandemic has had a significant adverse impact on economic and market conditions resulting in a decline in the Company’s share price, disruption of or lack of access to the capital markets and depressed real estate values, among others during 2020.

For the nine months ended September 30, 2021 the Company incurred charges totaling $5.7 million at its pro rata share, as compared to $39.3 million for the prior year period, which were primarily as a result of the~~COVID-19 Pandemic. These charges comprised credit loss, straight-line rent reserves, rent abatements and impairment charges (Note 11~~).

The Company collected or negotiated payment agreements of approximately 97.1% and 92.5% of its third quarter pre-COVID billings (original contract rents without regard to deferral or abatement agreements) for its Core Portfolio and the Funds, respectively.

While the Company currently considers the disruptions associated with the COVID-19 Pandemic to be substantially over, if such disruptions recur, they may have a material adverse effect on the Company’s revenues, results of operations, financial condition, and liquidity in future periods.

4748

RESULTS OF OPERATIONS

See Note 12 in the Notes to Consolidated Financial Statements for an overview of our three reportable segments.

Comparison of Results for the Three Months Ended ~~September~~June 30, ~~2021~~2022 to the Three Months Ended ~~September~~June 30, ~~2020~~2021

The results of operations by reportable segment for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the three months ended ~~September~~June 30, ~~2020~~2021 are summarized in the table below (in millions, totals may not add due to rounding):


	Three Months Ended												Three Months Ended																							Three Months Ended											Three Months Ended
	September 30, 2021												September 30, 2020											Increase (Decrease)												June 30, 2022											June 30, 2021												Increase (Decrease)
	Core			Funds			SF			Total			Core			Funds			SF		Total			Core			Funds			SF			Total			Core			Funds			SF		Total			Core			Funds			SF			Total			Core		Funds			SF		Total
Revenues	$	45.9		$	27.5		$	—		$	73.4		$	38.8		$	12.4		$	—	$	51.3		$	7.1		$	15.1		$	—		$	22.1		$	53.2		$	31.0		$	—	$	84.3		$	46.0		$	27.1		$	—		$	73.1		$	7.2	$	3.9		$	—	$	11.2
Depreciation and amortization		(17.7	)		(13.2	)		—			(30.9	)		(18.0	)		(16.5	)		—		(34.5	)		(0.3	)		(3.3	)		—			(3.6	)		(20.1	)		(14.9	)		—		(35.0	)		(17.3	)		(13.2	)		—			(30.5	)		2.8		1.7			—		4.5
Property operating expenses, other operating and real estate taxes		(13.9	)		(10.1	)		—			(24.0	)		(12.7	)		(9.5	)		—		(22.2	)		1.2			0.6			—			1.8
Property operating expenses and real estate taxes																																					(14.9	)		(10.3	)		—		(25.2	)		(14.2	)		(10.6	)		—			(24.9	)		0.7		(0.3	)		—		0.3
General and administrative expenses		—			—			—			(10.0	)		—			—			—		(8.6	)		—			—			—			1.4			—			—			—		(10.7	)		—			—			—			(10.7	)		—		—			—		—
Impairment charges		—			(9.9	)		—			(9.9	)		—			—			—		—			—			9.9			—			9.9
Gain (loss) on disposition of properties																																					—			12.2			—		12.2			—			5.9			—			5.9			—		6.3			—		6.3
Operating income (loss)		14.4			(5.7	)		—			(1.3	)		8.2			(13.6	)		—		(14.0	)		6.2			7.9			—			12.7			18.2			18.1			—		25.6			14.5			9.1			—			12.9			3.7		9.0			—		12.7
Interest and other income		—			—			2.4			2.4			—			—			2.1		2.1			—			—			0.3			0.3			—			—			3.0		3.0			—			—			2.1			2.1			—		—			0.9		0.9
Realized and unrealized holding gains on investments and other		—			47.6			(0.4	)		47.3			—			(7.9	)		—		(7.9	)		—			55.5			0.4			55.2
Realized and unrealized holding gains (losses) on investments and other																																					—			(26.4	)		0.1		(26.3	)		—			2.8			(1.0	)		1.8			—		(29.2	)		1.1		(28.1	)
Equity in earnings (losses) of unconsolidated affiliates		(0.5	)		1.1			—			0.6			(0.8	)		0.2			—		(0.6	)		0.3			0.9			—			1.2			0.8			0.5			—		1.3			0.7			0.2			—			0.9			0.1		0.3			—		0.4
Interest expense		(7.4	)		(9.9	)		—			(17.3	)		(8.3	)		(9.5	)		—		(17.8	)		(0.9	)		0.4			—			(0.5	)		(8.5	)		(10.7	)		—		(19.2	)		(7.4	)		(9.7	)		—			(17.1	)		1.1		1.0			—		2.1
Income tax (provision) benefit		—			—			—			(0.1	)		—			—			—		(0.1	)		—			—			—			—			—			—			—		(0.2	)		—			—			—			(0.2	)		—		—			—		—
Net income (loss)		6.4			33.2			2.0			31.6			(0.9	)		(30.8	)		2.1		(38.3	)		7.3			64.0			(0.1	)		69.9			10.5			(18.5	)		3.1		(15.8	)		7.8			2.5			1.1			0.5			2.7		(21.0	)		2.0		(16.3	)
Net (income) loss attributable to noncontrolling interests		(0.9	)		(18.6	)		—			(19.5	)		1.4			27.9			—		29.3			(2.3	)		(46.5	)		—			(48.8	)		(0.4	)		15.8			—		15.5			(0.4	)		3.7			—			3.3			—		12.1			—		12.2
Net income (loss) attributable to Acadia	$	5.5		$	14.6		$	2.0		$	12.1		$	0.5		$	(2.9	)	$	2.1	$	(9.0	)	$	5.0		$	17.5		$	(0.1	)	$	21.1		$	10.1		$	(2.7	)	$	3.1	$	(0.4	)	$	7.4		$	6.1		$	1.1		$	3.7		$	2.7	$	(8.8	)	$	2.0	$	(4.1	)

Core Portfolio

The results of operations for our Core Portfolio segment are depicted in the table above under the headings labeled “Core.” Segment net income attributable to Acadia for our Core Portfolio increased ~~$5.0~~$2.7 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period as a result of the changes further described below.

Revenues for our Core Portfolio increased ~~$7.1~~$7.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period primarily due to (i) a ~~$6.7~~$4.3 million increase from Core Portfolio property acquisitions in 2021 and 2022, (ii) a $1.5 million collection of cash for a fully reserved tenant, (iii) $1.1 million from tenant termination income (iv) $1.0 million from the write off of a tenant's below market lease and (v) $0.9 million from lease up within the Core Portfolio. These increases were offset by a $1.4 million increase in credit loss reserves in 2022.

Depreciation and amortization for our Core Portfolio increased $2.8 million for the three months ended June 30, 2022 compared to the prior year period primarily due to Core Portfolio property acquisitions in 2021 and 2022.

Interest expense for our Core Portfolio increased $1.1 million for the three months ended June 30, 2022 compared to the prior year period primarily due to higher average outstanding borrowings in 2022.

Funds

The results of operations for our Funds segment are depicted in the table above under the headings labeled “Funds.” Segment net income attributable to Acadia for the Funds decreased $8.8 million for the three months ended June 30, 2022 compared to the prior year period as a result of the changes described below.

Revenues for the Funds increased $3.9 million for the three months ended June 30, 2022 compared to the prior year period primarily due to (i) $4.7 million from consolidated Fund property acquisitions in 2021 (Note 2), and (ii) $1.7 million from lease up within the Funds. these increases were partially offset by a $3.0 million decrease from Fund property dispositions in 2021 and 2022.

Depreciation and amortization for the Funds increased $1.7 million for the three months ended June 30, 2022 compared to the prior year period primarily due to consolidated Fund acquisitions in 2021.

Gain on disposition of properties for the Funds increased $6.3 million for the three months ended June 30, 2022 compared to the prior year period due to the sale of Lincoln Place at Fund IV in 2022 compared to the sales of 654 Broadway at Fund III and the NE Grocer Portfolio and 110 University at Fund IV in 2021 (Note 2).

Realized and unrealized holding gains (losses) on investments and other for the Funds decreased $29.2 million for the three months ended June 30, 2022 compared to the prior year period, due to a decrease in the mark-to-market adjustment on the Investment in Albertsons.

Interest expense for the Funds increased $1.0 million for the three months ended June 30, 2022 compared to the prior year period primarily due to $0.7 million from higher average rates and $0.4 million from higher average outstanding borrowings in 2022.

Net (income) loss attributable to noncontrolling interests for the Funds increased $12.1 million for the three months ended June 30, 2022 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net loss attributable to noncontrolling interests in the Funds includes asset management fees earned by the Company of $2.4 million and $3.0 million for the three months ended June 30, 2022 and 2021, respectively.

Structured Financing

Interest and other income for the Structured Financing portfolio increased $0.9 million for the three months ended June 30, 2022 compared to the prior year period due to new loans issued during 2021. Realized and unrealized holding (losses) gains on investments and other increased $1.1 million for the Structure Financing Portfolio for the three months ended June 30, 2022 compared to the prior year due to a decrease in the allowance for credit loss.

Unallocated

Comparison of Results for theSixMonths Ended June 30, 2022to theSix Months Ended June 30, 2021

The results of operations by reportable segment for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 are summarized in the table below (in millions, totals may not add due to rounding):


	Six Months Ended											Six Months Ended
	June 30, 2022											June 30, 2021												Increase (Decrease)
	Core			Funds			SF		Total			Core			Funds			SF			Total			Core			Funds			SF		Total
Revenues	$	101.6		$	64.2		$	—	$	165.8		$	88.4		$	52.9		$	—		$	141.2		$	13.2		$	11.3		$	—	$	24.6
Depreciation and amortization		(37.7	)		(30.9	)		—		(68.7	)		(34.2	)		(27.0	)		—			(61.2	)		3.5			3.9			—		7.5
Property operating expenses and real estate taxes		(29.6	)		(20.3	)		—		(49.8	)		(27.9	)		(21.4	)		—			(49.3	)		1.7			(1.1	)		—		0.5
General and administrative expenses		—			—			—		(22.6	)		—			—			—			(19.6	)		—			—			—		3.0
Gain (loss) on disposition of properties		—			41.0			—		41.0			4.6			5.9			—			10.5			(4.6	)		35.1			—		30.5
Operating income (loss)		34.3			54.0			—		65.7			30.9			10.4			—			21.7			3.4			43.6			—		44.0
Interest and other income		—			—			5.9		5.9			—			—			3.8			3.8			—			—			2.1		2.1
Realized and unrealized holding gains (losses) on investments and other		1.2			(11.8	)		0.1		(10.6	)		—			9.4			(2.4	)		7.0			1.2			(21.2	)		2.5		(17.6	)
Equity in earnings (losses) of unconsolidated affiliates		2.4			2.0			—		4.4			(0.5	)		3.2			—			2.8			2.9			(1.2	)		—		1.6
Interest expense		(16.1	)		(21.0	)		—		(37.1	)		(14.6	)		(19.1	)		—			(33.7	)		1.5			1.9			—		3.4
Income tax (provision) benefit		—			—			—		—			—			—			—			(0.3	)		—			—			—		0.3
Net income (loss)		21.7			23.2			6.0		28.3			15.9			3.9			1.3			1.1			5.8			19.3			4.7		27.2
Net (income) loss attributable to noncontrolling interests		(1.5	)		(10.3	)		—		(11.8	)		(1.0	)		8.4			—			7.4			(0.5	)		(18.7	)		—		(19.2	)
Net income (loss) attributable to Acadia	$	20.2		$	12.9		$	6.0	$	16.5		$	14.8		$	12.3		$	1.3		$	8.5		$	5.4		$	0.6		$	4.7	$	8.0

Core Portfolio

The results of operations for our Core Portfolio segment are depicted in the table above under the headings labeled “Core.” Segment net income attributable to Acadia for our Core Portfolio increased $5.4 million for the six months ended June 30, 2022 compared to the prior year period as a result of the changes further described below.

Revenues for our Core Portfolio increased $13.2 million for the six months ended June 30, 2022 compared to the prior year period primarily due to (i) $6.0 million from Core Portfolio property acquisitions in 2021 and 2022, (ii) a $1.5 million collection of cash for a fully reserved tenant, (iii) $1.3 million decrease in credit loss reserves in ~~2021 primarily~~2022 related to ~~additional~~the COVID-19 Pandemic ~~reserves in 2020~~ (Note 11), ~~(ii) $1.8~~(iv) $1.1 million from tenant termination income, (v) $1.0 million from the ~~reversal~~write off of ~~reserved amounts~~a tenant's below market lease, (vi) $0.9 million from the conversion of tenants from cash to accrual basis, and (vii) $0.9 million from lease up within the Core Portfolio.

Depreciation and amortization for ~~cash received on past~~our Core Portfolio increased $3.5 million for the six months ended June 30, 2022 compared to the prior year period primarily due ~~balances~~to Core Portfolio property acquisitions in 2021 and (iii) $0.8 million for higher termination income in 2021 for vacated tenants. These increases were partially offset by decreases in revenues of $2.2 million from tenants that vacated during 2020 and 2021.2022.

Property operating expenses ~~other operating~~ and real estate taxes for our Core Portfolio increased $1.7 million for the six months ended June 30, 2022 compared to the prior year period primarily due to Core Portfolio property acquisitions in 2021 and 2022.

The gain (loss) on disposition of properties for our Core Portfolio of $4.6 million for the six months ended June 30, 2021 relates to the sale of 60 Orange Street (Note 2).

Realized and unrealized holding gains (losses) on investments and other for our Core Portfolio includes $1.2 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 related to the bargain purchase gain on the acquisition of the Williamsburg Collection (Note 2).

Equity in earnings (losses) of unconsolidated affiliates for our Core Portfolio increased $2.9 million for the six months ended June 30, 2022 compared to the prior year period primarily due to a ~~$0.7~~$1.6 million ~~overall increase~~decrease in ~~operating expenses across our~~credit loss reserves in 2022 at unconsolidated properties ~~in 2021 following reduced levels in 2020 as a result of~~related to the COVID-19 Pandemic ~~and~~as well as $1.3 million for the acceleration of a ~~$0.5~~below market lease for a tenant.

Interest expense for our Core Portfolio increased $1.5 million ~~increase~~for the six months ended June 30, 2022 compared to the prior year period primarily due to $1.8 million from higher average outstanding borrowings in ~~real estate tax expenses primarily across the Chicago properties.~~2022, partially offset by $0.4 million from lower average interest rates in 2022.

Net (income) loss attributable to noncontrolling interests for our Core Portfolio decreased ~~$2.3~~$0.5 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above.

Funds

The results of operations for our Funds segment are depicted in the table above under the headings labeled “Funds.” Segment net income attributable to Acadia for the Funds increased ~~$17.5~~$0.6 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period as a result of the changes described below.

Revenues for the Funds increased ~~$15.1~~$11.3 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period primarily due to (i) $8.7 million from consolidated Fund property acquisitions in 2021 (Note 2), (ii) $2.9 million from development projects placed in service during 2021, and (iii) a ~~$14.9~~$2.3 million decrease in credit loss reserves in ~~2021 primarily~~2022 related to ~~additional~~the COVID-19 Pandemic ~~reserves in 2020~~ (Note 11)~~, and (ii) $1.1 million from the reversal of reserved amounts for cash received on past due balances.~~. These increases were ~~partially~~ offset by ~~$1.0~~a $3.0 million decrease from ~~a decrease~~consolidated Fund property dispositions in ~~recovery on real estate taxes~~2021 and ~~operating expenses.~~2022.

Depreciation and amortization for the Funds ~~decreased $3.3~~increased $3.9 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period primarily due to Fund acquisitions in 2021.

Property operating expenses and real estate taxes for the Funds decreased $1.1 million for the six months ended June 30, 2022 compared to the prior year period primarily due to the ~~write-off~~termination of ~~costs associated with tenants that vacated during 2020.~~the ground lease for 110 University in 2021.

~~Impairment charges~~Gain on disposition of properties for the Funds increased ~~$9.9~~$35.1 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period due to the sales of Cortlandt Crossing at Fund III, Lincoln Place, Mayfair and Dauphin at Fund IV and a New Towne outparcel at Fund V in 2022 compared to dispositions of 654 Broadway at Fund III and the NE Grocer Portfolio and 110 University at Fund IV in 2021 (Note 82, Note 11). ~~Impairment charges totaling $9.9 million for the Funds related to 27 East 61st and 210 Bowery in Fund IV.~~

Realized and unrealized holding gains (losses) on investments and other for the Funds ~~increased $55.5~~decreased $21.2 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year ~~period. Realized and unrealized holding gains on investments and other includes primarily~~period, due to a ~~$47.2~~$22.8 million change in the mark-to-market ~~gain~~adjustment on the Investment in Albertsons offset by $ 1.5 million related to the Company's proportionate share of the gain on sale of Fund III's interest in Self Storage Management (Note 4) ~~during~~.

Equity in earnings (losses) of unconsolidated affiliates for the ~~three~~Funds decreased $1.2 million for the six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~a $7.9~~the prior year period primarily due to the gain on sale related to two land parcels at Riverdale Family Center in Fund V in 2021 (Note 4).

Interest expense for the Funds increased $1.9 million ~~mark-to-market loss~~for the six months ended June 30, 2022 compared to the prior year period primarily due to $1.3 million from higher average outstanding borrowings in ~~2020.~~2022 and $0.6 million from higher average rates in 2022.

Net (income) loss attributable to noncontrolling interests for the Funds decreased ~~$46.5~~$18.7 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net loss attributable to noncontrolling interests in the Funds includes asset management fees earned by the Company of ~~$2.6~~$4.8 million and ~~$3.6~~$6.1 million for the ~~three~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.

~~Unallocated~~

~~Comparison of Results for theNineMonths Ended September 30, 2021to theNine Months Ended September 30, 2020~~

The results of operations by reportable segment for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 are summarized in the table below (in millions, totals may not add due to rounding):

Nine Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

Increase (Decrease)

Core

Funds

SF

Total

Core

Funds

SF

Total

Core

Funds

SF

Total

Revenues

$
134.3

$
83.2

$
—

$
217.5

$
117.4

$
69.1

$
—

$
186.5

$
16.9

$
14.1

$
—

$
31.0

Depreciation and amortization

(51.9
)

(41.7
)

—

(93.6
)

(53.2
)

(48.4
)

—

(101.6
)

(1.3
)

(6.7
)

—

(8.0
)
Property operating expenses, other
operating and real estate taxes

(41.8
)

(32.6
)

—

(74.4
)

(42.5
)

(31.0
)

—

(73.5
)

(0.7
)

1.6

—

0.9

General and administrative expenses

—

—

—

(29.6
)

—

—

—

(26.4
)

—

—

—

3.2

Impairment charges

—

(9.9
)

—

(9.9
)

—

(51.5
)

—

(51.5
)

—

41.6

—

41.6

Gain on disposition of properties

4.6

5.9

—

10.5

—

0.5

—

0.5

4.6

5.4

—

10.0

Operating income (loss)

45.2

4.9

—

20.5

21.7

(61.4
)

—

(66.1
)

23.5

66.3

—

86.6

Interest and other income

—

—

6.1

6.1

—

—

7.2

7.2

—

—

(1.0
)

(1.0
)
Realized and unrealized holding gains on investments and other

—

57.0

(0.5
)

56.5

—

79.8

(0.5
)

79.3

—

(22.8
)

—

(22.8
)
Equity in earnings (losses) of unconsolidated affiliates

(0.9
)

5.0

—

4.0

(0.2
)

0.1

—

(0.2
)

(0.7
)

4.9

—

4.2

Interest expense

(22.0
)

(30.1
)

—

(52.1
)

(25.1
)

(29.2
)

—

(54.4
)

(3.1
)

0.9

—

(2.3
)
Income tax (provision) benefit

—

—

—

(0.4
)

—

—

—

0.7

—

—

—

(1.1
)
Net income (loss)

22.3

36.8

5.6

34.6

(3.6
)

(10.8
)

6.6

(33.4
)

25.9

47.6

(1.0
)

68.0

Net (income) loss attributable to noncontrolling interests

(1.9
)

(11.6
)

—

(13.5
)

7.7

27.7

—

35.4

(9.6
)

(39.3
)

—

(48.9
)
Net income (loss) attributable to Acadia

$
20.4

$
25.2

$
5.6

$
21.1

$
4.1

$
16.9

$
6.6

$
2.0

$
16.3

$
8.3

$
(1.0
)

$
19.1

~~Core Portfolio~~

The results of operations for our Core Portfolio segment are depicted in the table above under the headings labeled “Core.” Segment net income attributable to Acadia for our Core Portfolio increased $16.3 million for the nine months ended September 30, 2021 compared to the prior year period as a result of the changes further described below.

Revenues for our Core Portfolio increased $16.9 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to (i) $14.8 million decrease in credit loss reserves in 2021 primarily related to additional COVID-19 Pandemic reserves in 2020 (~~Note 11~~), (ii) $3.6 million from the reversal of reserved amounts for cash received on past due balances, (iii) $2.5 million related to the consolidation of Town Center in 2020 (Note 4), (iv) $2.3 million from increased tenant recoveries due to higher operating expenses including real estate taxes, and (v) $0.8 million for higher termination income in 2021 for vacated tenants. These increases were partially offset by (i) decreases in revenues of $4.8 million for tenants that vacated during 2020, and (ii) $1.3 million from an additional increase in abatements due to the COVID-19 Pandemic in 2021 and (iii) $1.0 million for a co-tenancy clause at a property.

Depreciation and amortization for our Core Portfolio decreased $1.3 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to the write off of costs associated with tenants that vacated during 2020.

~~The gain on disposition of properties for our Core Portfolio of $4.6 million for the nine months ended September 30, 2021 relates to the sale of 60 Orange Street (Note 2~~).

Interest expense for our Core Portfolio decreased $3.1 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to (i) $1.6 million from default interest on a loan that was satisfied in 2020, (ii) $1.2 million from the modification of a financing lease to an operating lease in 2020 (~~Note 11) and (iii) $1.0 million from higher average outstanding borrowings in 2020. These decreases were partially offset by $0.7 million due to higher loan cost amortization in 2021.~~

Net (income) loss attributable to noncontrolling interests for our Core Portfolio decreased $9.6 million for the nine months ended September 30, 2021 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above.

~~Funds~~

The results of operations for our Funds segment are depicted in the table above under the headings labeled “Funds.” Segment net income attributable to Acadia for the Funds increased $8.3 million for the nine months ended September 30, 2021 compared to the prior year period as a result of the changes described below.

Revenues for the Funds increased $14.1 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to (i) increases in revenues of $17.5 million from a decrease in credit loss reserves in 2021 primarily related to additional COVID-19 Pandemic reserves in 2020 (~~Note 11~~), (ii) $2.7 million from the reversal of reserved amounts for cash received on past due balances, (iii) $0.9 million from an increase in termination income in 2021, and (iv) $0.7 million from an increase in percentage rent in 2021. These increases were partially offset by decreases of (i) $3.3 million for tenants that vacated during 2020, (ii) $1.1 million from an increase in rent abatements related to the COVID-19 Pandemic in 2021, and (iii) $2.1 million from property dispositions in 2021.

Depreciation and amortization for the Funds decreased $6.7 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to the write-off of costs associated with tenants that vacated during 2020.

Property operating expenses, other operating and real estate taxes for the Funds increased $1.6 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to an overall increase of operating expenses across our properties in 2021 following reduced levels in 2020 as a result of the COVID-19 Pandemic.

~~Impairment charges for the Funds decreased $41.6 million for the nine months ended September 30, 2021 compared to the prior year period (Note 8~~). Impairment charges totaling $9.9 million for the Funds in the third quarter of 2021 relate to 27 East 61st and 210 Bowery in Fund IV. Impairment charges totaling $51.5 million during the third quarter of 2020 for the Funds relate to $33.8 million for 654 Broadway and Cortlandt Crossing in Fund III and $17.7 million for 801 Madison and 146 Geary Street in Fund IV.

Gain on disposition of properties for the Funds increased $5.4 million for the nine months ended September 30, 2021 compared to the prior year period due to dispositions of 654 Broadway at Fund III and the NE Grocer Portfolio and 110 University at Fund IV in 2021 compared to the sale of Colonie Plaza in 2020 (~~Note 2~~, ~~Note 11~~).

Realized and unrealized holding gains on investments and other for the Funds decreased $22.8 million for the nine months ended September 30, 2021 compared to the prior year period. Realized and unrealized holding losses on investments and other includes a $55.8 million mark-to-market adjustment on the Investment in Albertsons (~~Note 4~~) during the nine months ended September 30, 2021 compared to a $57.0 million mark-to-market adjustment and a $22.8 million net realized gain on disposition of shares related to the Investment in Albertsons in 2020.

Equity in earnings (losses) of unconsolidated affiliates for the Funds increased $4.9 million for the nine months ended September 30, 2021 compared to the prior year period primarily due to the $3.2 million gain on sale related to two land parcels at Riverdale Family Center in Fund V (~~Note 2) in 2021 and $1.7 million due to COVID-19 Pandemic related reserves at a property in 2020.~~

Net (income) loss attributable to noncontrolling interests for the Funds decreased $39.3 million for the nine months ended September 30, 2021 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net loss attributable to noncontrolling interests in the Funds includes asset management fees earned by the Company of $8.6 million and $12.0 million for the nine months ended September 30, 2021 and 2020, respectively.

Structured Financing

The results of operations for our Structured Financing segment are depicted in the table above under the headings labeled “SF.” Interest and other income for the Structured Financing portfolio ~~decreased $1.0~~increased $2.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period primarily due ~~the conversion of notes receivable~~ to ~~equity in 2020 (Note 4) partially offset by the issuance of~~ new notes issued in 2021. Realized and unrealized holding gains (losses) on investments and other for the Structured Financing Portfolio increased $2.5 million for the six months ended June 30, 2022 compared to the prior year due to a decrease in the allowance for credit loss.

Unallocated

The Company does not allocate general and administrative expense and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.” Unallocated general and administrative expense increased ~~$3.2~~$3.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior year period due to ~~increased compensation expense primarily attributable~~$2.0 million related to acquisition costs (Note 2) and $0.8 million from an increase in ~~the number of employees~~salaries and the valuation of equity grants in 2021. Income tax (provision) benefit decreased $1.1 million for the nine months ended September 30, 2021 compared to the prior year period due to the carry-back of net operating losses under current Federal rules in 2020.headcount.

SUPPLEMENTAL FINANCIAL MEASURES

Net Property Operating Income

The following discussion of net property operating income (“NOI”) and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our Core Portfolio. Our Funds invest primarily in properties that typically require significant leasing and development. 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.

A reconciliation of consolidated operating income to net operating income - Core Portfolio follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Consolidated operating (loss) income (a)	$	(1,341	)	$	(14,025	)	$	20,499		$	(66,126	)
																(As Restated)						(As Restated)
Consolidated operating income (a)													$	25,648		$	12,923		$	65,690		$	21,675
Add back:
General and administrative		9,978			8,625			29,645			26,415			10,661			10,653			22,598			19,645
Depreciation and amortization		30,866			34,457			93,601			101,627			34,971			30,540			68,684			61,180
Impairment charges		9,925			—			9,925			51,549
Straight-line rent (recoveries) reserves		(258	)		13,185			327			19,714

Less:
Above/below-market rent, straight-line rent and other adjustments		(4,572	)		(3,671	)		(14,105	)		(6,256	)		(5,667	)		(4,476	)		(12,263	)		(8,932	)
Gain on disposition of properties		—			(24	)		(10,521	)		(509	)		(12,216	)		(5,909	)		(41,031	)		(10,521	)
Consolidated NOI		44,598			38,547			129,371			126,414			53,397			43,731			103,678			83,047

Noncontrolling interest in consolidated NOI		(12,576	)		(10,335	)		(35,810	)		(36,327	)		(15,313	)		(11,451	)		(31,098	)		(21,723	)
Less: Operating Partnership's interest in Fund NOI included above		(3,104	)		(2,289	)		(8,853	)		(8,710	)		(3,835	)		(2,999	)		(7,908	)		(5,534	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI		2,961			3,133			10,025			12,353			3,567			3,764			7,340			7,064
NOI - Core Portfolio	$	31,879		$	29,056		$	94,733		$	93,730		$	37,816		$	33,045		$	72,012		$	62,854

(a) Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within the Funds.

5152

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Core Portfolio NOI	$	31,879		$	29,056		$	94,733		$	93,730		$	37,816		$	33,045		$	72,012		$	62,854
Less properties excluded from Same-Property NOI		(2,855	)		(1,934	)		(6,161	)		(6,058	)		(6,871	)		(3,512	)		(11,227	)		(6,113	)
Same-Property NOI	$	29,024		$	27,122		$	88,572		$	87,672		$	30,945		$	29,533		$	60,785		$	56,741

Percent change from prior year period		7.0	%					1.0	%					4.8	%					7.1	%

Components of Same-Property NOI:
Same-Property Revenues	$	42,285		$	39,459		$	128,503		$	124,075		$	43,796		$	42,719		$	87,038		$	82,607
Same-Property Operating Expenses		(13,261	)		(12,337	)		(39,931	)		(36,403	)		(12,851	)		(13,186	)		(26,253	)		(25,866	)
Same-Property NOI	$	29,024		$	27,122		$	88,572		$	87,672		$	30,945		$	29,533		$	60,785		$	56,741

Rent Spreads on Core Portfolio New and Renewal Leases

The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on leases executed within our Core Portfolio for the periods presented. Cash basis represents a comparison of rent most recently paid on the previous lease as compared to the initial rent paid on the new lease. Straight-line basis represents a comparison of rents as adjusted for contractual escalations, abated rent and lease incentives for the same comparable leases.


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021						Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
Core Portfolio New and Renewal Leases	Cash Basis			Straight- Line Basis			Cash Basis			Straight- Line Basis			Cash Basis			Straight- Line Basis			Cash Basis			Straight- Line Basis
Number of new and renewal leases executed		15			15			45			45			14			14			39			39
GLA commencing		44,138			44,138			330,416			330,416			82,026			82,026			379,854			379,854
New base rent	$	53.83		$	55.29		$	25.98		$	26.90		$	51.61		$	54.59		$	36.52		$	37.53
Expiring base rent	$	48.59		$	46.65		$	24.98		$	23.69		$	49.48		$	47.31		$	34.23		$	33.49
Percent growth in base rent		10.8	%		18.5	%		4.0	%		13.6	%		4.3	%		15.4	%		6.7	%		12.1	%
Average cost per square foot (a)	$	25.69		$	25.69		$	6.38		$	6.38		$	27.09		$	27.09		$	23.27		$	23.27
Weighted average lease term (years)		5.6			5.6			5.5			5.5			6.0			6.0			6.1			6.1

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

5253

Funds from Operations

We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO is presented to assist investors in analyzing our performance. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of real estate. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, we define FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property and impairment of depreciable real estate, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Also consistent with NAREIT’s definition of FFO, the Company has elected to include gains and losses incidental to its main business (including those related to its RCP investments such as Albertsons) in FFO. A reconciliation of net (loss) income attributable to Acadia to FFO follows (dollars in thousands, except per share amounts):


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2021		2020			2021			2020			2022			2021		2022			2021
Net income (loss) attributable to Acadia	$	12,069	$	(9,030	)	$	21,149		$	1,966
															(As Restated)					(As Restated)
Net (loss) income attributable to Acadia												$	(374	)	$	3,711	$	16,464		$	8,528

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)		23,111		25,106			69,995			73,584			26,597			23,077		50,910			46,884
Impairment charges (net of noncontrolling interests' share)		2,294		—			2,294			12,400
Gain on disposition of properties (net of noncontrolling interests' share)		—		(6	)		(4,163	)		(117	)
Income (loss) attributable to Common OP Unit holders		749		(475	)		1,371			199
(Gain) loss on disposition of properties (net of noncontrolling interests' share)													(2,961	)		933		(9,837	)		(4,163	)
Income attributable to Common OP Unit holders													28			275		1,026			622
Distributions - Preferred OP Units		123		4			369			372			123			123		246			246
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$	38,346	$	15,599		$	91,015		$	88,404		$	23,413		$	28,119	$	58,809		$	52,117

Funds From Operations per Share - Diluted
Basic weighted-average shares outstanding, GAAP earnings		88,480,844		86,308,500			87,217,422			86,486,017			94,944,772			86,824,445		94,119,752			86,575,240
Weighted-average OP Units outstanding		5,122,016		4,890,876			5,125,394			5,027,646			5,311,396			5,134,501		5,313,646			5,127,111
Basic weighted-average shares outstanding, FFO		93,602,860		91,199,376			92,342,816			91,513,663
Basic weighted-average shares and OP Units outstanding, FFO													100,256,168			91,958,946		99,433,398			91,702,351
Assumed conversion of Preferred OP Units to Common Shares		464,623		25,067			464,623			464,623			25,067			464,623		25,067			464,623
Assumed conversion of LTIP units and Restricted Share Units to Common Shares		15,671		—			—			—			—			203,373		439,556			87,244
Diluted weighted-average number of Common Shares and Common OP Units outstanding, FFO		94,083,154		91,224,443			92,807,439			91,978,286			100,281,235			92,626,942		99,898,021			92,254,218

Diluted Funds from operations, per Common Share and Common OP Unit	$	0.41	$	0.17		$	0.98		$	0.96		$	0.23		$	0.30	$	0.59		$	0.56

5354

LIQUIDITY AND CAPITAL RESOURCES

Uses of Liquidity and Cash Requirements

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

Distributions

In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income to our shareholders. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we paid dividends and distributions on our Common Shares and Preferred OP Units totaling ~~$28.4~~$32.7 million. Beginning with the second quarter of 2020, the Board temporarily suspended distributions on its Common Shares and Common Units, which suspension continued through the fourth quarter of 2020. The Company reinstated quarterly distributions beginning in the first quarter of 2021 (~~Note 10~~).

Investments

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made four new consolidated investments in our Core Portfolio and Fund V acquired two unconsolidated properties totaling ~~$95.8~~$377.4 million as described below (Note 2, Note 4) ~~and we did not make any new real estate investments within our Core portfolio.~~:

•

On ~~August 20, 2021,~~January 12, 2022, we acquired a retail condominium referred to as 121 Spring Street located in Soho, New York City, for $39.6 million, inclusive of transaction costs.

•

On February 18, 2022, we invested $97.8 million in a group of properties referred to as the Williamsburg Collection located in Brooklyn, New York.

•

On March 2, 2022, we acquired a single-tenant retail building referred to as 8833 Beverly Boulevard located in West Hollywood, California, for $24.1 million, inclusive of transaction costs.

•

•

•

On April 18, 2022, we acquired a group of properties referred to as the Henderson Portfolio located in Dallas, Texas for $85.2 million inclusive of transaction costs.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021, the Company~~2022, we made ~~two Core Portfolio loans totaling $58.0 million~~no new investments within ~~its~~our Structured Financing ~~portfolio as follows (Note 3~~):portfolio.



~~On April 20, 2021, the Company made a $16.0 million first mortgage loan collateralized by a retail building in Silver Spring, Maryland.~~



~~On September 17, 2021, the Company made a $43.0 million first mortgage loan collateralized by a retail condominium in Soho, New York, of which $42.0 million was funded.~~

Capital Commitments

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made capital contributions aggregating ~~$8.1~~$25.7 million to our Funds. Moreover, we made an additional $18.5 million investment in Fund II and Mervyns II, increasing its ownership in each from 28.33% to 40.0%. At ~~September~~June 30, ~~2021,~~2022, our share of the remaining capital commitments to our Funds aggregated ~~$71.7~~$44.8 million as follows:

•

$~~2.5 million~~0 to Fund ~~II.~~II – During August 2020, a recallable distribution of $15.7 million was made by Mervyn’s II to its investors, of which our share iswas $4.5 million. During 2021 and 2022, Mervyn’s II recalled ~~$7.0~~$11.9 million and $3.8 million, respectively, of the $15.7 million, of which our share is ~~$2.0 million.~~$3.4 million and $1.2 million, respectively.

•

$0.5 million to Fund ~~III.~~III – Fund III was launched in May 2007 with total committed capital of $450.0 million, of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million.

•

$9.7 million to Fund ~~IV.~~IV – Fund IV was launched in May 2012 with total committed capital of $530.0 million, of which our original share was $122.5 million.

•

$~~59.0~~34.6 million to Fund V.V – Fund V was launched in August 2016 with total committed capital of $520.0 million, of which our initial share iswas $104.5 million.

Development Activities

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, capitalized costs associated with development activities totaled ~~$6.3~~$2.5 million (Note 2). At ~~September~~June 30, ~~2021,~~2022, we had a total of ~~seven~~nine consolidated and one unconsolidated projects under development or redevelopment, for which the estimated total cost to complete these projects through 2025 was ~~$93.7~~$73.0 million to ~~$120.9~~$97.7 million, and our estimated share was approximately ~~$52.4~~$40.8 million to ~~$63.9~~$52.0 million. Substantially all remaining development and redevelopment costs are discretionary.

Debt

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


							June 30,			December 31,
	September 30,			December 31,			2022			2021
	2021			2020
Total Debt - Fixed and Effectively Fixed Rate	$	1,114,038		$	1,143,152		$	1,167,036		$	1,038,803
Total Debt - Variable Rate		682,171			626,902			655,765			780,935
		1,796,209			1,770,054			1,822,801			1,819,738
Net unamortized debt issuance costs		(8,781	)		(6,763	)		(8,969	)		(7,946	)
Unamortized premium		471			548			394			446
Total Indebtedness	$	1,787,899		$	1,763,839		$	1,814,226		$	1,812,238

As of ~~September~~June 30, ~~2021,~~2022, our consolidated ~~outstanding mortgage and notes payable~~indebtedness aggregated ~~$1,796.2~~$1,822.8 million, excluding unamortized premium of ~~$0.5~~$0.4 million and net unamortized loan costs of ~~$8.8~~$9.0 million, and were collateralized by 3834 properties and related tenant leases. Stated interest rates on our outstanding indebtedness ranged from LIBOR + ~~1.39%~~1.40% to ~~5.89%~~Prime + 2.0% with maturities that ranged from ~~November 1, 2021~~July 9, 2022 to April 15, 2035. Taking into consideration ~~$935.1~~$989.9 million of notional principal under variable to fixed-rate swap agreements currently in effect, ~~$1,114.0~~$1,167.0 million of the portfolio debt, or ~~62.0%~~64.0%, was fixed at a ~~3.89%~~3.96% weighted-average interest rate and ~~$682.2~~$655.8 million, or ~~38.0%~~36.0% was floating at a ~~2.44%~~3.46% weighted average interest rate as of ~~September~~June 30, ~~2021.~~2022. Our variable-rate debt includes ~~$145.3~~$107.3 million of debt subject to interest rate caps.

Without regard to available extension options, at June 30, 2022 there ~~is $100.5~~was $426.9 million of debt maturing in ~~2021~~2022 at a weighted-average interest rate of ~~2.90%~~5.23%; there ~~is $2.3~~was $4.0 million of scheduled principal amortization due in ~~2021;~~the remainder of 2022; and our share of scheduled remaining ~~2021~~2022 principal payments and maturities on our unconsolidated debt was ~~$12.6 million at September 30, 2021.~~$7.0 million. In addition, ~~$670.1~~$238.8 million of our total consolidated debt and ~~$5.7~~$51.4 million of our pro-rata share of unconsolidated debt will come due in ~~2022.~~2023. As it relates to the aforementioned maturing debt in ~~2021~~2022 and ~~2022,~~2023, we have options to extend consolidated debt aggregating ~~$64.2~~$93.8 million and ~~$216.6~~$84.4 million at ~~September~~June 30, ~~2021,~~2022, respectively; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options. Of the debt maturing in 2022 and 2023, $256.7 million and $39.5 million, respectively, relates to Fund II's City Point property, which were refinanced in August 2022 (Note 15). For the remaining indebtedness, we may not have sufficient cash on hand to repay such indebtedness, and, therefore, we expect to refinance at least a portion of this indebtedness or select other alternatives based on market conditions as these loans mature; however, there can be no assurance that we will be able to obtain financing on acceptable terms or at ~~acceptable terms.~~all.

Share Repurchase Program

We maintain a share repurchase program under which $122.6 million remains available as of ~~September~~June 30, ~~2021~~2022 (Note 10). We did not repurchase any shares under this program during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Sources of Liquidity

Our primary sources of capital for funding our liquidity needs include (i) the issuance of both public equity and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within our Funds, (iv) future sales of existing properties, (v) repayments of structured financing investments, and (vi) cash on hand and future cash flow from operating activities. Our cash on hand in our consolidated subsidiaries at ~~September~~June 30, ~~2021~~2022 totaled ~~$17.4~~$23.9 million. Our remaining sources of liquidity are described further below.

ATM Program

We have an ATM Program (Note 10) which provides us an efficient and low-cost vehicle for raising public equity to fund our capital needs. In addition, from time to time, we have issued and ~~intend to continue to~~may issue, equity in follow-on offerings separate from our ATM Program. Net proceeds raised through our ATM Program and follow-on offerings are primarily used for acquisitions, both for our Core Portfolio and our pro-rata share of Fund acquisitions, and for general corporate purposes. During the ~~nine~~three and six months ended ~~September~~June 30, ~~2021, the Company~~2022 we sold ~~2,084,896~~374,587 and 5,525,419 of ~~its~~ our

Common Shares for net proceeds of ~~$45.9~~$8.0 and $119.5 million, respectively, at a weighted-average price per share of $21.67 and $21.65, respectively, through ~~the~~our ATM Program.

Fund Capital

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, Funds II IV and V called for capital contributions of ~~$7.0 million, $18.7~~$3.8 million and ~~$9.1~~$121.7 million, respectively, of which our aggregate share was ~~$8.1~~$25.7 million. At ~~September~~June 30, ~~2021,~~2022, unfunded capital commitments from noncontrolling interests within ~~our~~ Funds II, III, IV and V were ~~$6.3 million,~~zero, $1.4 million, $32.2 million and ~~$234.8~~$137.5 million, respectively.

Asset Sales and Other Transactions

•

On ~~January 4, 2021,~~February 1, 2022, Fund V sold ~~two~~a land ~~parcels~~parcel at its ~~unconsolidated Family~~consolidated New Town Center ~~at Riverdale~~ property (~~Note 4~~) for ~~a total of $10.5~~$2.2 million, ~~repaid $7.9 million of the related mortgage~~ and ~~the venture~~ recognized a gain of ~~$3.2~~$1.8 million, of which the Company’s proportionate share was ~~$0.6~~$0.4 million. Fund V used a portion of the proceeds to repay $1.1 million



~~On May 19, 2021, Fund III sold its consolidated 654 Broadway property for $10.0 million and recognized an insignificant gain on sale~~ of the property's mortgage (Note 2).

•

On ~~June 18, 2021,~~February 9, 2022, Fund IVIII sold ~~four~~its consolidated ~~properties located in Maine within its NE Grocer Portfolio (the Airport Mall, Shaw's Waterville, Shaw's Windham and Wells properties)~~Cortlandt Crossing property for ~~aggregate proceeds of $39.9~~$65.5 million and repaid the related debt of $34.5 million. Fund III recognized ~~an aggregate~~a gain ~~on sale~~ of ~~$5.1~~$13.3 million, of which the Company's proportionate share was ~~$1.2~~$7.1 million (Note 2).

•

•

On March 9, 2022, we sold its interest in Self Storage Management, for $6.0 million and recognized a gain of $1.5 million (Note 4). We acquired Fund III's unconsolidated interest in Self Storage Management from the shareholders of Fund III earlier in the quarter.

•

We recognized aggregate gains of $41.0 million on the sales of the above properties during the six months ended June 30, 2022, of which our share was $9.8 million.

Structured Financing Repayments

During the ~~nine~~six months ended ~~September~~June 30, ~~2021 the Company redeemed~~2022 Fund III foreclosed on one Structured Financing loan in the amount of ~~$0.5 million. The Company has one loan for $13.6~~$10.0 million including accrued ~~interest that is maturing during the remainder of 2021. The Company~~interest. We also ~~has two~~have one Structured Financing ~~investments aggregating $31.6~~investment in the amount of $21.6 million, including accrued interest that previously matured and ~~have~~has not been ~~repaid~~repaid. In May 2022, we received full payment on a $16.0 million first mortgage loan (Note 3). We have one loan for $13.5 million maturing during the remainder of 2022, which was repaid in July 2022 (Note 15).

Financing and Debt

As of ~~September~~June 30, ~~2021,~~2022, we had ~~$264.3~~$346.2 million of additional capacity under existing Core Portfolio and Fund revolving debt facilities. In addition, at that date within our Core and Fund portfolios, we had 8393 unleveraged consolidated properties with an aggregate carrying value of approximately ~~$1.7~~$1.8 billion, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all.

HISTORICAL CASH FLOW

The following table compares the historical cash flow for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 with the cash flow for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 (in millions, totals may not add due to rounding):


	Six Months Ended June 30,
	2022			2021			Variance

Net cash provided by operating activities	$	64.8		$	50.6		$	14.2
Net cash (used in) provided by investing activities		(141.9	)		32.5			(174.4	)
Net cash provided by (used in) financing activities		84.5			(68.2	)		152.7
Increase in cash and restricted cash	$	7.4		$	14.9		$	(7.5	)

Nine Months Ended September 30,

2021

2020

Variance

Net cash provided by operating activities

$
72.4

$
82.5

$
(10.1
)
Net cash used in investing activities

(83.6
)

(94.3
)

10.7

Net cash provided by financing activities

9.5

11.6

(2.1
)
Decrease in cash and restricted cash

$
(1.7
)

$
(0.2
)

$
(1.5
)

Operating Activities

Our operating activities provided ~~$10.1~~$14.2 million ~~less~~more cash during the ~~nine months~~year ended ~~September~~June 30, ~~2021~~2022 as compared to the ~~nine months~~year ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~a decrease from the monetization of the Company's Investment in Albertsons in 2020 offset by~~Core and Fund property acquisitions and an increase in cash receipts from ~~tenants in 2021.~~tenants.

Investing Activities

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, our investing activities used ~~$10.7~~$174.4 million ~~less~~more cash, primarily due to (i) ~~$49.7~~$241.2 million more cash used to acquire properties in 2022, (ii) $95.3 million more cash used for investments in and advances to unconsolidated affiliates, (iii) $9.6 million more cash used for development, construction and property improvement costs and (iv) $4.5 million of cash used for acquisition of investment interests in 2022. These uses of cash were partially offset by (i) $92.9 million more cash received from the disposition of properties, (ii) ~~$2.2 million less cash used for development costs, (iii) $1.9 million less used for leasing costs and (iv) $1.6~~$48.9 million more cash received from ~~the~~ return of capital from unconsolidated affiliates ~~offset by $42.4~~and other, (iii) $16.0 million more cash ~~used in acquisition of properties in 2021~~received from proceeds from notes receivable and ~~$2.4 million more~~(iv) $16.0 less cash used in ~~investments in affiliates.~~

issuance of notes receivable.

Financing Activities

Our financing activities provided ~~$2.1~~$152.7 million ~~less~~more cash during the ~~nine months~~year ended ~~September~~June 30, ~~2021~~2022 as compared to the ~~nine months~~year ended ~~September~~June 30, ~~2020,~~2021, primarily from (i) ~~$84.0~~82.7 million ~~less cash provided from net borrowings, (ii) $10.1 million less~~more cash provided from contributions from noncontrolling interests, ~~and (iii) $5.7 million more cash used for financing costs. These uses of cash were partially offset by (i) $45.8~~(ii) $73.8 million more cash provided by the sale of Common Shares, and (iii) $67.2 million more cash provided from net borrowings. These sources of cash were partially offset by (i) $57.2 million more cash used for the acquisition of and distributions to noncontrolling interests, and (ii) ~~$24.0~~$17.5 million ~~less~~more cash used in dividends paid to ~~Common Shareholders, (iii) $22.4 million less cash used to repurchase Common Shares and (iv) $4.6 million less cash distributed to noncontrolling interests .~~common shareholders.

OFF-BALANCE SHEET ARRANGEMENTS

We have the following investments made through 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 and our share of income and loss from, but not the individual assets and liabilities, of these joint ventures.

See Note 4 in the Notes to Consolidated Financial Statements, for a discussion of our unconsolidated investments. The Operating Partnership’s pro-rata share of unconsolidated non-recourse debt related to those investments is as follows (dollars in millions):


	Operating Partnership					September 30, 2021				Operating Partnership					June 30, 2022
Investment	Ownership Percentage			Pro-rata Share of Mortgage Debt		Effective Interest Rate (a)			Maturity Date	Ownership Percentage			Pro-rata Share of Mortgage Debt		Effective Interest Rate (a)			Maturity Date
Family Center at Riverdale (b)											18.0	%	$	4.4		3.68	%	May 2023
Promenade at Manassas ~~(b)~~(c)											22.8	%		6.2		4.57	%	Dec 2022
Eden Square		22.8	%	$	5.3		2.24	%	Dec 2021		22.8	%		5.2		2.64	%	Mar 2023
Promenade at Manassas ~~(b)~~(c)		22.8	%		6.3		4.57	%	Dec 2021
3104 M Street		20.0	%		0.9		3.75	%	Dec 2021
Family Center at Riverdale (b)		18.0	%		4.4		3.68	%	May 2022
Gotham Plaza		49.0	%		9.0		5.09	%	Jun 2023		49.0	%		8.9		5.09	%	Jun 2023
Renaissance Portfolio		20.0	%		32.0		3.81	%	Aug 2023		20.0	%		32.0		3.81	%	Aug 2023
3104 M Street											20.0	%		0.8		4.00	%	Jan 2024
Crossroads		49.0	%		30.7		3.94	%	Oct 2024		49.0	%		30.3		3.94	%	Oct 2024
Tri-City Plaza (c)		18.1	%		7.0		3.01	%	Oct 2024		18.1	%		7.0		3.01	%	Oct 2024
Frederick Crossing (c)		18.1	%		4.4		3.26	%	Dec 2024		18.1	%		4.4		3.26	%	Dec 2024
Paramus Plaza (b)											11.6	%		3.3		2.65	%	Dec 2024
Frederick County Square (c)		18.1	%		4.0		4.00	%	Jan 2025		18.1	%		4.0		4.00	%	Jan 2025
840 N. Michigan		88.4	%		65.0		4.36	%	Feb 2025		88.4	%		65.0		4.36	%	Feb 2025
Wood Ridge Plaza (b)											18.1	%		5.8		3.63	%	Mar 2025
650 Bald Hill Road		20.8	%		3.3		3.75	%	Jun 2026		20.8	%		3.3		3.75	%	Jun 2026
La Frontera											18.1	%		10.0		3.70	%	Jun 2026
Georgetown Portfolio		50.0	%		7.8		4.72	%	Dec 2027		50.0	%		7.6		4.72	%	Dec 2027
Total				$	180.1								$	198.2

(a)

Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect at ~~September~~June 30, ~~2021,~~2022, where applicable.

(b)

The debt has one available 12-month extension option.

(c)

The debt has two available 12-month extension options.

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 U.S. GAAP. The preparation of these Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe 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 ~~2020~~2021 Annual Report on Form 10-K.

Recently Issued and Adopted Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information as of ~~September~~June 30, ~~2021~~2022

Our primary market risk exposure is to changes in interest rates related to our mortgage and other debt. See Note 7 in the Notes to Consolidated Financial Statements, for certain quantitative details related to our mortgage and other debt.

Currently, we manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements. As of ~~September~~June 30, ~~2021,~~2022, we had total mortgage and other notes payable of ~~$1,796.2~~$1,822.8 million, excluding the unamortized premium of ~~$0.5~~$0.4 million and net unamortized debt issuance costs of ~~$8.8~~$9.0 million, of which ~~$1,114.0~~$1,167.0 million, or ~~62.0%~~64.0% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and ~~$682.2~~$655.8 million, or ~~38.0%~~36.0%, was variable-rate based upon LIBOR, SOFR or Prime rates plus certain spreads. As of ~~September~~June 30, ~~2021,~~2022, we were party to 3027 interest rate swaps and ~~four~~three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to ~~$935.1~~$989.9 million and ~~$145.3~~$107.3 million of ~~LIBOR-based~~ variable-rate debt, respectively.

The following table sets forth information as of ~~September~~June 30, ~~2021~~2022 concerning our long-term debt obligations, including principal cash flows by scheduled maturity (without regard to available extension options) and weighted average effective interest rates of maturing amounts (dollars in millions):

Core Consolidated Mortgage and Other Debt


Year	Scheduled Amortization		Maturities		Total		Weighted-Average Interest Rate			Scheduled Amortization		Maturities		Total		Weighted-Average Interest Rate
2021 (Remainder)	$	0.8	$	—	$	0.8		—	%
2022		3.3		—		3.3		—	%
2022 (Remainder)										$	1.4	$	—	$	1.4		—	%
2023		2.9		11.8		14.7		3.8	%		2.9		—		2.9		—	%
2024		2.7		7.3		10.0		4.7	%		2.7		7.3		10.0		4.7	%
2025		2.8		162.9		165.7		4.1	%		2.8		156.5		159.3		4.1	%
2026											2.7		409.3		412.0		4.1	%
Thereafter		10.4		517.2		527.6		4.1	%		7.7		282.9		290.6		4.1	%
	$	22.9	$	699.2	$	722.1				$	20.2	$	856.0	$	876.2

Fund Consolidated Mortgage and Other Debt


Year	Scheduled Amortization		Maturities		Total		Weighted-Average Interest Rate
2022 (Remainder)	$	2.6	$	426.9	$	429.5		3.8	%
2023		4.2		231.7		235.9		3.3	%
2024		2.6		199.6		202.2		3.2	%
2025		0.2		44.8		45.0		3.8	%
2026		0.1		33.9		34.0		3.1	%
Thereafter		—		—		—		—	%
	$	9.7	$	936.9	$	946.6

Year

Scheduled
Amortization

Maturities

Total

Weighted-Average
Interest Rate

2021 (Remainder)

$
1.5

$
100.5

$
102.0

2.9
%
2022

4.2

662.6

666.8

3.5
%
2023

3.8

92.1

95.9

3.7
%
2024

2.6

199.5

202.1

3.2
%
2025

0.2

2.4

2.6

3.8
%
Thereafter

0.1

4.6

4.7

3.2
%

$
12.4

$
1,061.7

$
1,074.1

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


Year	Scheduled Amortization		Maturities		Total		Weighted-Average Interest Rate			Scheduled Amortization		Maturities		Total		Weighted-Average Interest Rate
2021 (Remainder)	$	0.3	$	12.3	$	12.6		3.5	%
2022		1.3		4.4		5.7		3.7	%
2022 (Remainder)										$	0.8	$	6.2	$	7.0		4.2	%
2023		1.3		40.6		41.9		4.1	%		1.4		50.0		51.4		3.9	%
2024		1.0		39.6		40.6		3.7	%		1.2		43.7		44.9		3.6	%
2025		0.3		69.0		69.3		4.3	%		0.4		74.7		75.1		4.3	%
2026											0.3		3.0		3.3		3.8	%
Thereafter		0.6		9.4		10.0		4.4	%		0.3		16.2		16.5		4.7	%
	$	4.8	$	175.3	$	180.1				$	4.4	$	193.8	$	198.2

Without regard to available extension options, in ~~2021, $102.8~~the remainder of 2022, $430.9 million of our total consolidated debt and ~~$12.6~~$7.0 million of our pro-rata share of unconsolidated outstanding debt will become due. In addition, ~~$670.1~~$238.8 million of our total consolidated debt and ~~$5.7~~$51.4 million of our pro-rata share of unconsolidated debt will become due in ~~2022.~~2023. As it relates to the aforementioned maturing debt in ~~2021~~2022 and ~~2022,~~2023, we have options to extend consolidated debt aggregating ~~$64.2~~$93.8 million and ~~$216.6~~$84.4 million, respectively; however, there can be no assurance that the Company will be able successfully execute any or all of its available extension options. Of the debt maturing in 2022 and 2023, $256.7 million and $39.5 million, respectively, relates to Fund II's City Point property and was refinanced in August 2022 (Note 15). As we intend on refinancing some or all of such debt at the then-existing market interest rates, which may be greater than the current interest rates, our interest expense would increase by approximately ~~$7.9~~$7.3 million annually if the interest rate on the refinanced debt increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be ~~$1.8~~$2.6 million. Interest expense on our variable-rate debt of ~~$682.2~~$655.8 million, net of variable to fixed-rate swap agreements currently in effect, as of ~~September~~June 30, ~~2021,~~2022, would increase ~~$6.8~~$6.6 million if ~~LIBOR~~corresponding rate indices increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be ~~$1.6~~$1.8 million. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.

Based on our outstanding debt balances as of ~~September~~June 30, ~~2021,~~2022, the fair value of our total consolidated outstanding debt would decrease by approximately ~~$8.7~~$6.6 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding debt would increase by approximately ~~$23.4~~$7.8 million.

As of ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, we had consolidated notes receivable of ~~$158.5~~$137.3 million and ~~$101.5~~$153.9 million, respectively. We determined the estimated fair value of our notes receivable by discounting future cash receipts utilizing a discount rate equivalent to the rate at which similar notes receivable would be originated under conditions then existing.

Based on our outstanding notes receivable balances as of ~~September~~June 30, ~~2021,~~2022, the fair value of our total outstanding notes receivable would decrease by approximately ~~$2.5~~$1.5 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding notes receivable would increase by approximately ~~$2.4~~$1.5 million.

Summarized Information as of December 31, ~~2020~~2021

As of December 31, ~~2020,~~2021, we had total mortgage and other notes payable of ~~$1,770.1~~$1,819.7 million, excluding the unamortized premium of ~~$0.5~~$0.4 million and unamortized debt issuance costs of ~~$6.8~~$7.9 million, of which ~~$1,143.2~~$1,038.8 million, or ~~64.6%~~57.1% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and ~~$626.9~~$780.9 million, or ~~35.4%~~42.9%, was variable-rate based upon LIBOR, SOFR or Prime rates plus certain spreads. As of December 31, ~~2020,~~2021, we were party to 3928 interest rate swap and ~~four~~three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to ~~$988.6~~$860.4 million and ~~$139.2~~$110.5 million of ~~LIBOR-based~~ variable-rate debt, respectively.

Interest expense on our variable-rate debt of ~~$626.9~~$780.9 million as of December 31, ~~2020,~~2021, would have increased ~~$6.3~~$7.8 million if ~~LIBOR~~corresponding rate indices increased by 100 basis points. Based on our outstanding debt balances as of December 31, ~~2020,~~2021, the fair value of our total outstanding debt would have decreased by approximately ~~$9.2~~$8.4 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would have increased by approximately ~~$26.7~~$16.0 million.

Changes in Market Risk Exposures from December 31, ~~2020~~2021 to ~~September~~June 30, ~~2021~~2022

Our interest rate risk exposure from December 31, ~~2020,~~2021, to ~~September~~June 30, ~~2021,~~2022, has ~~increased~~decreased on an absolute basis, as the ~~$626.9~~$780.9 million of variable-rate debt as of December 31, ~~2020,~~2021, has ~~increased~~decreased to ~~$682.2~~$655.8 million as of ~~September~~June 30, ~~2021.~~2022. As a percentage of our overall debt, our interest rate risk exposure has ~~increased~~decreased as our variable-rate debt accounted for ~~35.4%~~42.9% of our consolidated debt as of December 31, ~~2020~~2021 compared to ~~38.0%~~36.0% as of ~~September~~June 30, ~~2021.~~2022.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls. Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~June 30, ~~2021,~~2022, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective as of ~~September~~June 30, ~~2021, at a reasonable level of assurance.~~2022 due to the material weakness in our internal control over financial reporting described below.

59Previously Reported Material Weakness

As disclosed in Item 9A. “Controls and Procedures” of our Form 10-K, we previously identified a material weakness in our internal control over financial reporting related to an error in accounting treatment at the time of formation related to the improper consolidation of two Fund investments that are less-than-wholly-owned through the Company’s opportunity funds.

Management is in the process of remediating the material weakness and believes that the consolidated financial statements, and related notes thereto included in this Quarterly Report on Form 10-Q fairly present, in all material aspects, the Company’s financial condition, results of operations and cash flows for the periods presented.

Remediation

We have commenced measures to remediate the identified material weakness. We performed additional procedures to assess the population of less-than-wholly-owned investments at year end and are implementing additional controls in this area. Until the material weakness is remediated, we will continue to perform additional analysis and other post-closing procedures to ensure that our consolidated financial statements are prepared in accordance with U.S. GAAP. The material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Changes in Internal Control Over Financial Reporting

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

Except to the extent additional factual information disclosed elsewhere in this Report relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

6062

ITEM 6. EXHIBITS.

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


Exhibit No.		Description		Method of Filing

31.1	Certification of Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith

31.2	Certification of Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith

101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.		Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document		Filed herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Document		Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definitions Document		Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Labels Document		Filed herewith

101.PRE	Inline XBRL Taxonomy Extension Presentation Document		Filed herewith

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)		Filed herewith

6163

SIGNATURES

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


		ACADIA REALTY TRUST
		(Registrant)

By:		/s/ Kenneth F. Bernstein
		Kenneth F. Bernstein
		Chief Executive Officer,
		President and Trustee

By:		/s/ John Gottfried
		John Gottfried
		Executive Vice President and
		Chief Financial Officer

By:		/s/ Richard Hartmann
		Richard Hartmann
		Senior Vice President and
		~~Chief Financial Officer~~

~~By:~~		~~/s/ Richard Hartmann~~
		~~Richard Hartmann~~
		~~Senior Vice President and~~
		Chief Accounting Officer

Dated: ~~October 28, 2021~~August 5, 2022

6264




Maryland (State or other jurisdiction of incorporation or organization)		23-2715194 (I.R.S. Employer Identification No.)

411 THEODORE FREMD AVENUE, SUITE 300, RYE, NY (Address of principal executive offices)		10580 (Zip Code)


Title of class of registered securities	Trading symbol	Name of exchange on which registered
Common shares of beneficial interest, par value $0.001 per share	AKR	The New York Stock Exchange


	September 30,			December 31,			June 30,			December 31,
(dollars in thousands, except per share amounts)	2021			2020			2022			2021
ASSETS
Investments in real estate, at cost
Operating real estate, net	$	3,268,573		$	3,260,139		$	3,441,176		$	3,219,373
Real estate under development		219,037			247,349			203,036			203,773
Net investments in real estate		3,487,610			3,507,488			3,644,212			3,423,146
Notes receivable, net		158,468			101,450			137,306			153,886
Investments in and advances to unconsolidated affiliates		305,668			249,807			333,529			322,326
Other assets, net		174,750			173,809			204,432			186,509
Right-of-use assets - operating leases, net		41,577			76,268			39,024			40,743
Cash and cash equivalents		17,359			19,232			23,921			17,746
Restricted cash		14,827			14,692			11,023			9,813
Rents receivable, net		44,386			44,136			45,437			43,625
Assets of properties held for sale								0			63,952
Total assets	$	4,244,645		$	4,186,882		$	4,438,884		$	4,261,746

LIABILITIES
Mortgage and other notes payable, net	$	1,181,028		$	1,204,581		$	1,104,355		$	1,140,293
Unsecured notes payable, net		503,966			420,858			613,384			559,040
Unsecured line of credit		102,905			138,400			96,487			112,905
Accounts payable and other liabilities		245,697			269,911			197,094			236,415
Lease liability - operating leases, net		39,743			88,816			37,030			38,759
Dividends and distributions payable		14,339			147			18,398			14,460
Distributions in excess of income from, and investments in, unconsolidated affiliates		15,456			15,616			8,918			9,939
Total liabilities		2,103,134			2,138,329			2,075,666			2,111,811
Commitments and contingencies
Redeemable noncontrolling interest
EQUITY
Acadia Shareholders' Equity
Common shares, $0.001 par value, authorized 200,000,000 shares, issued and outstanding 88,451,668 and 86,268,303 shares, respectively		88			86
Common shares, $0.001 par value, authorized 200,000,000 shares, issued and outstanding 94,928,598 and 89,303,545 shares, respectively								95			89
Additional paid-in capital		1,733,448			1,683,165			1,895,556			1,754,383
Accumulated other comprehensive loss		(43,169	)		(74,891	)
Accumulated other comprehensive income (loss)								11,240			(36,214	)
Distributions in excess of accumulated earnings		(185,373	)		(167,046	)		(214,279	)		(196,645	)
Total Acadia shareholders’ equity		1,504,994			1,441,314			1,692,612			1,521,613
Noncontrolling interests		636,517			607,239			670,606			628,322
Total equity		2,141,511			2,048,553			2,363,218			2,149,935
Total liabilities and equity	$	4,244,645		$	4,186,882		$	4,438,884		$	4,261,746


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2021			2020			2021			2020			2022			2021			2022			2021
Net income (loss)	$	31,557		$	(38,289	)	$	34,648		$	(33,422	)
																(As Restated)						(As Restated)
Net (loss) income													$	(15,825	)	$	452		$	28,272		$	1,149
Other comprehensive income (loss):
Unrealized gain (loss) on valuation of swap agreements		1,045			952			24,528			(82,444	)		17,050			(10,069	)		52,784			23,487
Reclassification of realized interest on swap agreements		5,528			5,506			16,169			9,598			4,211			5,272			9,261			10,540
Other comprehensive income (loss)		6,573			6,458			40,697			(72,846	)		21,261			(4,797	)		62,045			34,027
Comprehensive income (loss)		38,130			(31,831	)		75,345			(106,268	)		5,436			(4,345	)		90,317			35,176
Comprehensive (income) loss attributable to noncontrolling interests		(21,321	)		27,137			(22,474	)		53,536
Comprehensive loss (income) attributable to noncontrolling interests														11,154			2,109			(26,399	)		334
Comprehensive income (loss) attributable to Acadia	$	16,809		$	(4,694	)	$	52,871		$	(52,732	)	$	16,590		$	(2,236	)	$	63,918		$	35,510


	Nine Months Ended September 30,						Six Months Ended June 30,
(in thousands)	2021			2020			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES										(As Restated)
Net income (loss)	$	34,648		$	(33,422	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	28,272		$	1,149
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		93,601			101,627			68,684			61,180
Gain on disposition of properties and other investments								(42,504	)		(10,521	)
Net unrealized holding losses (gains) on investments								13,114			(8,565	)
Stock compensation expense								6,358			7,135
Straight-line rents		(4,244	)		(4,022	)		(5,546	)		(2,685	)
Equity in earnings of unconsolidated affiliates								(4,410	)		(2,781	)
Distributions of operating income from unconsolidated affiliates								6,761			1,387
Adjustments to straight-line rent reserves								(462	)		584
Amortization of financing costs								2,498			2,510
Non-cash lease expense		2,887			2,382			1,718			2,066
Net unrealized holding gains on investments		(55,796	)		(57,031	)
Distributions of operating income from unconsolidated affiliates		2,004			2,829
Equity in (earnings) losses of unconsolidated affiliates		(4,013	)		155
Stock compensation expense		9,780			8,551
Amortization of financing costs		3,901			4,040
Impairment charges		9,925			51,549
Gain on disposition of properties		(10,521	)		(509	)
Allowance for credit loss		973			20,509
Adjustments to allowance for credit loss								(1,387	)		1,094
Termination of ground lease		(3,615	)		0			0			(3,615	)
Adjustments to straight-line rent reserves		254			19,678
Other, net		(5,319	)		(3,228	)		(4,155	)		(1,869	)
Changes in assets and liabilities:
Rents receivable								3,863			2,777
Other liabilities		1,833			(7,736	)		(2,715	)		3,040
Accounts payable and accrued expenses								(3,834	)		(342	)
Prepaid expenses and other assets								233			(450	)
Lease liability - operating leases		(2,653	)		(957	)		(1,729	)		(1,533	)
Prepaid expenses and other assets		(5,579	)		(1,435	)
Rents receivable		4,104			(27,489	)
Accounts payable and accrued expenses		220			7,015
Net cash provided by operating activities		72,390			82,506			64,759			50,561
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate		(63,425	)		(21,208	)
Acquisitions of real estate								(242,633	)		0
Proceeds from the disposition of properties and other investments, net								156,783			63,901
Investments in and advances to unconsolidated affiliates and other								(99,946	)		(4,623	)
Development, construction and property improvement costs		(27,197	)		(29,374	)		(25,281	)		(15,740	)
Proceeds from the disposition of properties, net		63,901			14,182
Investments in and advances to unconsolidated affiliates and other		(6,111	)		(3,662	)
Refund (payment) of deposits for properties under contract								350			(1,000	)
Change in control of previously unconsolidated affiliate								3,592			0
Return of capital from unconsolidated affiliates and other		10,671			9,054			57,581			8,717
Payment of deferred leasing costs								(3,807	)		(2,720	)
Acquisition of investment interests								(4,527	)		0
Proceeds from notes receivable								16,000			0
Issuance of notes receivable		(57,957	)		(59,000	)		0			(15,995	)
Return of deposits for properties under contract		0			187
Payment of deferred leasing costs		(3,509	)		(5,422	)
Change in control of previously unconsolidated affiliate		0			950
Net cash used in investing activities		(83,627	)		(94,293	)
Net cash (used in) provided by investing activities								(141,888	)		32,540
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from unsecured debt								574,783			49,295
Principal payments on unsecured debt								(535,927	)		(102,800	)
Proceeds from the sale of Common Shares								119,485			45,675
Capital contributions from noncontrolling interests								99,852			17,109
Principal payments on mortgage and other notes		(69,766	)		(18,981	)		(114,800	)		(52,408	)
Principal payments on unsecured debt		(160,387	)		(123,750	)
Proceeds received on mortgage and other notes		12,654			5,523
Proceeds from unsecured debt		211,854			215,554
Payments of finance lease obligations		(63	)		(903	)
Proceeds from the sale (repurchase) of Common Shares		45,865			(22,386	)
Capital contributions from noncontrolling interests		26,627			36,736
Distributions to noncontrolling interests		(23,781	)		(28,418	)		(49,878	)		(11,202	)
Dividends paid to Common Shareholders		(26,208	)		(50,182	)		(30,407	)		(12,945	)
Proceeds received on mortgage and other notes								43,037			5,828
Deferred financing and other costs		(7,296	)		(1,635	)		(3,125	)		(6,707	)
Net cash provided by financing activities		9,499			11,558
Decrease in cash and restricted cash		(1,738	)		(229	)
Cash of $19,232 and $15,845 and restricted cash of $14,692 and $14,165, respectively, beginning of period		33,924			30,010
Cash of $17,359 and $16,108 and restricted cash of $14,827 and $13,673, respectively, end of period	$	32,186		$	29,781
Acquisition of noncontrolling interest								(18,506	)		0
Net cash provided by (used in) financing activities								84,514			(68,155	)
Increase in cash and restricted cash								7,385			14,946
Cash of $17,746 and $18,699 and restricted cash of $9,813 and $11,096, respectively, beginning of period								27,559			29,795
Cash of $23,921 and $33,079 and restricted cash of $11,023 and $11,662, respectively, end of period							$	34,944		$	44,741


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


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


Large Accelerated Filer	☒	Accelerated Filer	☐	Emerging Growth Company	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐




Item No.	Description	Page	Description	Page
	PART I - FINANCIAL INFORMATION		PART I - FINANCIAL INFORMATION
1.	Financial Statements	4	Financial Statements	4
	Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	4	Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	4
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020	5	Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021 (As Restated)	5
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020	6	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021 (As Restated)	6
	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020	7	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021 (As Restated)	7
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 2020	9	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2022 and 2021 (As Restated)	9
	Notes to Consolidated Financial Statements (Unaudited)	11	Notes to Consolidated Financial Statements (Unaudited)	11

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
3.	Quantitative and Qualitative Disclosures about Market Risk	58	Quantitative and Qualitative Disclosures about Market Risk	59
4.	Controls and Procedures	59	Controls and Procedures	61

	PART II - OTHER INFORMATION		PART II - OTHER INFORMATION
1.	Legal Proceedings	60	Legal Proceedings	62
1A.	Risk Factors	60	Risk Factors	62
2.	Unregistered Sales of Equity Securities and Use of Proceeds	60	Unregistered Sales of Equity Securities and Use of Proceeds	62
3.	Defaults Upon Senior Securities	60	Defaults Upon Senior Securities	62
4.	Mine Safety Disclosures	60	Mine Safety Disclosures	62
5.	Other Information	60	Other Information	62
6.	Exhibits	61	Exhibits	63
	Signatures	62	Signatures	64


	Acadia Shareholders																					Acadia Shareholders
(in thousands, except per share amounts)	Common Shares		Share Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Distributions in Excess of Accumulated Earnings			Total Common Shareholders’ Equity			Noncontrolling Interests			Total Equity			Common Shares		Share Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Distributions in Excess of Accumulated Earnings			Total Common Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance at July 1, 2021		88,419	$	88	$	1,730,686	$	(47,909	)	$	(184,174	)	$	1,498,691		$	617,659		$	2,116,350
Balance at April 1, 2022																							94,508	$	95	$	1,864,060	$	(5,724	)	$	(196,818	)	$	1,661,613		$	746,593		$	2,408,206
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership		18		0		288		0			0			288			(288	)		0			16		—		243		—			—			243			(243	)		—
Cancellation of OP Units		—		—		—		—			—			—			(479	)		(479	)
Issuance of Common Shares, net																							375		—		7,968		—			—			7,968			—			7,968
Dividends/distributions declared ($0.18 per Common Share/OP Unit)																							—		—		—		—			(17,087	)		(17,087	)		(1,286	)		(18,373	)
Acquisition of noncontrolling interest																							—		—		22,870		—			—			22,870			(41,376	)		(18,506	)
Employee and trustee stock compensation, net																							30		—		257		—			—			257			2,283			2,540
Noncontrolling interest distributions																							—		—		—		—			—			—			(24,776	)		(24,776	)
Noncontrolling interest contributions																							—		—		—		—			—			—			723			723
Comprehensive income (loss)																							—		—		—		16,964			(374	)		16,590			(11,154	)		5,436
Reallocation of noncontrolling interests																							—		—		158		—			—			158			(158	)		—
Balance at June 30, 2022																							94,929	$	95	$	1,895,556	$	11,240		$	(214,279	)	$	1,692,612		$	670,606		$	2,363,218
(As Restated)
Balance at April 1, 2021																							86,302	$	86	$	1,683,552	$	(41,962	)	$	(175,449	)	$	1,466,227		$	619,581		$	2,085,808
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership																							7		—		115		—			—			115			(115	)		—
Issuance of Common Shares		13		—		189		—			—			189			—			189			2,072		2		45,675		—			—			45,677			—			45,677
Dividends/distributions declared ($0.15 per Common Share/OP Unit)		—		—		—		—			(13,268	)		(13,268	)		(1,046	)		(14,314	)		—		—		—		—			(13,263	)		(13,263	)		(1,052	)		(14,315	)
Employee and trustee stock compensation, net		2		—		225		—			—			225			2,419			2,644			38		—		225		—			—			225			2,399			2,624
Noncontrolling interest distributions		—		—		—		—			—			—			(10,527	)		(10,527	)		—		—		—		—			—			—			(4,355	)		(4,355	)
Noncontrolling interest contributions		—		—		—		—			—			—			9,518			9,518			—		—		—		—			—			—			5,868			5,868
Comprehensive income		—		—		—		4,740			12,069			16,809			21,321			38,130
Comprehensive loss																							—		—		—		(5,947	)		3,711			(2,236	)		(2,109	)		(4,345	)
Reallocation of noncontrolling interests		—		—		2,060		—			—			2,060			(2,060	)		—			—		—		1,119		—			—			1,119			(1,119	)		—
Balance at September 30, 2021		88,452	$	88	$	1,733,448	$	(43,169	)	$	(185,373	)	$	1,504,994		$	636,517		$	2,141,511

Balance at July 1, 2020		86,265	$	86	$	1,693,006	$	(90,209	)	$	(147,291	)	$	1,455,592		$	637,739		$	2,093,331
Dividends/distributions declared ($0 per Common Share/OP Unit)		—		—		—		—			—			—			(123	)		(123	)
Employee and trustee stock compensation, net		1		—		232		—			—			232			2,181			2,413
Noncontrolling interest distributions		—		—		—		—			—			—			(20,117	)		(20,117	)
Noncontrolling interest contributions		—		—		—		—			—			—			8,427			8,427
Comprehensive income (loss)		—		—		—		4,336			(9,030	)		(4,694	)		(27,137	)		(31,831	)
Reallocation of noncontrolling interests		—		—		2,100		—			—			2,100			(2,100	)		—
Balance at September 30, 2020		86,266	$	86	$	1,695,338	$	(85,873	)	$	(156,321	)	$	1,453,230		$	598,870		$	2,052,100
Balance at June 30, 2021																							88,419	$	88	$	1,730,686	$	(47,909	)	$	(185,001	)	$	1,497,864		$	619,098		$	2,116,962


Entity	Formation Date	Operating Partnership Share of Capital			Capital Called as of September 30, 2021 (b)		Unfunded Commitment (b, c)		Equity Interest Held By Operating Partnership (a)			Preferred Return			Total Distributions as of September 30, 2021 (b, c)		Formation Date	Operating Partnership Share of Capital			Capital Called as of June 30, 2022 (b)		Unfunded Commitment (b, c)		Equity Interest Held By Operating Partnership (a)			Preferred Return			Total Distributions as of June 30, 2022 (b, c)
Fund II and Mervyns II (c)	6/2004		28.33	%	$	376.6	$	8.7		28.33	%		8	%	$	169.8	6/2004		40.00	%	$	385.3	$	0		40.00	%		8	%	$	172.1
Fund III	5/2007		24.54	%		448.1		1.9		24.54	%		6	%		576.0	5/2007		24.54	%		448.1		1.9		24.54	%		6	%		601.5
Fund IV	5/2012		23.12	%		488.1		41.9		23.12	%		6	%		193.1	5/2012		23.12	%		488.1		41.9		23.12	%		6	%		212.4
Fund V (d)	8/2016		20.10	%		226.2		293.8		20.10	%		6	%		42.8	8/2016		20.10	%		347.9		172.1		20.10	%		6	%		71.7


Property and Location	Percent Acquired	Date of Acquisition	Purchase Price
2021 Acquisitions
Fund V
Canton Marketplace - Canton, GA	100%	Aug 20,2021	$	50,954
Monroe Marketplace - Selinsgrove, PA	100%	Sept 9, 2021		44,796
Total 2021 Acquisitions			$	95,750

2020 Acquisitions and Conversions
Core
Soho Acquisitions - 37 Greene Street - New York, NY	100%	Jan 9, 2020	$	15,689
917 W. Armitage - Chicago, IL	100%	Feb 13, 2020		3,515
Town Center - Wilmington, DE (Conversion) (Note 4)	100%	Apr 1, 2020		138,939
Subtotal Core				158,143

Fund IV
230-240 W. Broughton Street - Savannah, GA	100%	May 26, 2020		13,219
102 E. Broughton Street - Savannah, GA	100%	May 26, 2020		790
Subtotal Fund IV				14,009
Total 2020 Acquisitions and Conversions			$	172,152


	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Net Assets Acquired
Land	$	120,037		$	37,290
Buildings and improvements		169,075			134,065
Acquisition-related intangible assets (Note 6)		28,615			39,953
Accounts receivable, prepaids and other assets		4,077			0
Accounts payable and other liabilities		(661	)		0
Acquisition-related intangible liabilities (Note 6)		(14,077	)		(16,342	)
Net assets acquired	$	307,066		$	194,966

Consideration
Cash	$	242,633		$	161,846
Carrying value of note receivable exchanged in foreclosure (Note 3)		5,416			0
Existing interest in previously unconsolidated investment (Note 4)		17,822			0
Debt assumed		35,970			31,801
Liabilities assumed		4,062			1,319
Total consideration		305,903			194,966
Gain on bargain purchase		1,163			0
	$	307,066		$	194,966


	Nine Months Ended September 30, 2021			Year Ended December 31, 2020
Net Assets Acquired
Land	$	19,609		$	25,440
Buildings and improvements		70,354			123,459
Accounts receivable, prepaids and other assets		0			5,770
Acquisition-related intangible assets (Note 6)		18,752			23,061
Right-of-use asset - Operating lease (Note 11)		0			234
Acquisition-related intangible liabilities (Note 6)		(12,965	)		(4,569	)
Lease liability - Operating lease (Note 11)		0			(234	)
Accounts payable and other liabilities		0			(1,009	)
Net assets acquired	$	95,750		$	172,152

Consideration
Cash	$	63,425		$	21,208
Conversion of note receivable		0			38,674
Conversion of accrued interest		0			1,995
Debt assumed		31,802			0
Liabilities assumed		523			116
Existing interest in previously unconsolidated investment		0			109,571
Acquisition of noncontrolling interests		0			588
Total consideration	$	95,750		$	172,152


Property and Location	Owner	Date Sold	Sale Price		Gain on Sale
2021 Dispositions
60 Orange St - Bloomfield, NJ	Core	Jan 29, 2021	$	16,400	$	4,612
654 Broadway - New York, NY	Fund III	May 19, 2021		10,000		111
NE Grocer Portfolio (Selected Assets) - Maine	Fund IV	Jun 18, 2021		39,925		5,064
Total 2021 Dispositions (a)			$	66,325	$	9,787

2020 Dispositions
163 Highland Ave. (Easement) - Needham, MA	Core	Mar 19, 2020	$	238	$	88
Colonie Plaza - Albany, NY	Fund IV	Apr 13, 2020		15,250		485
Airport Mall (Parcel) - Bangor, ME	Fund IV	Sep 10, 2020		400		24
Cortlandt Crossing (Sewer Project and Retention Pond) - Cortlandt, NY	Fund III	Nov 30, 2020		6,325		0
Union Township (Parcel) - New Castle, PA	Core	Dec 11, 2020		200		86
Total 2020 Dispositions			$	22,413	$	683


															January 1, 2021				Year Ended December 31, 2021						December 31, 2021
	January 1, 2020				Year Ended December 31, 2020						December 31, 2020				Number of Properties		Carrying Value		Transfers In		Capitalized Costs		Transfers Out		Number of Properties		Carrying Value
	Number of Properties		Carrying Value		Transfers In		Capitalized Costs		Transfers Out		Number of Properties		Carrying Value
Core		0	$	60,863	$	0	$	3,012	$	0		0	$	63,875		0	$	63,875	$	0	$	1,855	$	23,213		0	$	42,517
Fund II (a)		0		10,703		66,812		3,612		6,470		0		74,657
Fund II																0		74,657		0		3,921		43,453		0		35,125
Fund III		1		36,240		0		70		13,171		1		23,139		1		23,104		0		1,192		0		1		24,296
Fund IV (b)		2		145,596		0		1,368		61,286		2		85,678
Fund IV (a)																2		85,565		29,758		2,026		15,514		1		101,835
Total		3	$	253,402	$	66,812	$	8,062	$	80,927		3	$	247,349		3	$	247,201	$	29,758	$	8,994	$	82,180		2	$	203,773


	September 30, 2021									December 31, 2020									June 30, 2022									December 31, 2021
	Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Amortizable Intangible Assets
In-place lease intangible assets	$	276,187		$	(185,871	)	$	90,316		$	268,335		$	(171,856	)	$	96,479		$	307,424		$	(195,460	)	$	111,964		$	290,819		$	(189,981	)	$	100,838
Above-market rent		21,071			(15,869	)		5,202			19,188			(14,935	)		4,253			24,089			(16,268	)		7,821			24,191			(16,111	)		8,080
	$	297,258		$	(201,740	)	$	95,518		$	287,523		$	(186,791	)	$	100,732		$	331,513		$	(211,728	)	$	119,785		$	315,010		$	(206,092	)	$	108,918

Amortizable Intangible Liabilities
Below-market rent	$	(170,555	)	$	92,960		$	(77,595	)	$	(164,923	)	$	88,951		$	(75,972	)	$	(181,663	)	$	98,268		$	(83,395	)	$	(171,245	)	$	94,871		$	(76,374	)
Above-market ground lease		(671	)		254			(417	)		(671	)		209			(462	)		(671	)		297			(374	)		(671	)		267			(404	)
	$	(171,226	)	$	93,214		$	(78,012	)	$	(165,594	)	$	89,160		$	(76,434	)	$	(182,334	)	$	98,565		$	(83,769	)	$	(171,916	)	$	95,138		$	(76,778	)


Years Ending December 31,	Net Increase in Lease Revenues		Increase to Amortization			Reduction of Rent Expense		Net (Expense) Income
2021 (Remainder)	$	1,557	$	(6,494	)	$	15	$	(4,922	)
2022		5,849		(21,736	)		58		(15,829	)
2023		5,404		(16,515	)		58		(11,053	)
2024		5,280		(11,313	)		58		(5,975	)
2025		4,807		(8,021	)		58		(3,156	)
Thereafter		49,496		(26,237	)		170		23,429
Total	$	72,393	$	(90,316	)	$	417	$	(17,506	)


Years Ending December 31,	Net Increase in Lease Revenues		Increase to Amortization			Reduction of Rent Expense		Net (Expense) Income
2022 (Remainder)	$	3,562	$	(20,895	)	$	29	$	(17,304	)
2023		6,549		(32,821	)		58		(26,214	)
2024		6,383		(25,451	)		58		(19,010	)
2025		5,956		(18,536	)		58		(12,522	)
2026		5,572		(14,112	)		58		(8,482	)
Thereafter		47,552		(149	)		113		47,516
Total	$	75,574	$	(111,964	)	$	374	$	(36,016	)


		Ownership Interest	September 30,		December 31,			Ownership Interest	June 30,		December 31,
Portfolio	Property	September 30, 2021	2021		2020		Property	June 30, 2022	2022		2021

Core:	840 N. Michigan (a)	88.43%	$	52,797	$	55,863	840 N. Michigan (a)	88.43%	$	51,498	$	51,513
	Renaissance Portfolio	20%		28,669		29,270	Renaissance Portfolio	20%		28,966		28,466
	Gotham Plaza	49%		28,892		28,683	Gotham Plaza	49%		29,370		29,187
	Georgetown Portfolio	50%		4,078		4,624	Georgetown Portfolio	50%		4,076		4,089
	1238 Wisconsin Avenue	80%		4,385		2,571	1238 Wisconsin Avenue (b)	80%		8,984		5,895
				118,821		121,011				122,894		119,150

Mervyns I & II:	KLA/ABS (b)	36.7%		128,186		72,391
Mervyns II:							KLA/ABS (c)	36.7%		110,039		124,316

Fund III:	Self Storage Management (c)	95%		207		207	Self Storage Management (b)	0%		0		207
							640 Broadway (d)	100%		0		17,825
										0		18,032

Fund IV:	Fund IV Other Portfolio	98.57%		12,638		11,719	Fund IV Other Portfolio	98.57%		11,696		12,675
	650 Bald Hill Road	90%		11,692		12,550	650 Bald Hill Road	90%		10,860		11,677
				24,330		24,269	Paramus Plaza	50%		1,526		1,975
										24,082		26,327

Fund V:	Family Center at Riverdale (a)	89.42%		12,612		11,824	Family Center at Riverdale (a)	89.42%		11,692		12,449
							Tri-City Plaza	90%		8,883		6,827
							Frederick County Acquisitions	90%		12,588		10,748
	Tri-City Plaza	90%		6,992		7,024	Wood Ridge Plaza	90%		14,355		0
	Frederick County Acquisitions	90%		10,817		10,837	La Frontera Village	90%		24,401		0
				30,421		29,685				71,919		30,024

Various:	Due from (to) Related Parties			527		363	Due from (to) Related Parties			612		666
	Other (d)			3,176		1,881	Other (e)			3,983		3,811
	Investments in and advances to unconsolidated affiliates		$	305,668	$	249,807	Investments in and advances to unconsolidated affiliates		$	333,529	$	322,326

Core:	Crossroads (e)	49%	$	15,456	$	15,616	Crossroads (f)	49%	$	8,918	$	9,939
	Distributions in excess of income from, and investments in, unconsolidated affiliates		$	15,456	$	15,616	Distributions in excess of income from, and investments in, unconsolidated affiliates		$	8,918	$	9,939


	Interest Rate at			Carrying Value at
	June 30,	December 31,	Maturity Date at	June 30,	December 31,
	2022	2021	June 30, 2022	2022	2021
Mortgages Payable
Core Fixed Rate	3.88%-5.89%	3.88%-5.89%	Feb 2024 - Apr 2035	$144,250	$145,464
Core Variable Rate - Swapped (a)	3.41%-4.54%	3.41%-4.54%	Jun 2026 - Nov 2028	60,460	72,957
Total Core Mortgages Payable				204,710	218,421
Fund II Variable Rate	LIBOR+2.75% - PRIME+2.00%	LIBOR+2.75% - PRIME+2.00%	Aug 2022 - Mar 2023	256,468	255,978
Fund III Variable Rate	LIBOR+3.10%	LIBOR+2.75%	Jul 2022	35,970	34,728
Fund IV Fixed Rate	4.50%	4.50%	Oct 2025	1,120	1,120
Fund IV Variable Rate	LIBOR+1.75%-LIBOR+3.65%	LIBOR+1.60%-LIBOR+3.65%	Aug 2022 - Jun 2026	181,380	221,832
Fund IV Variable Rate - Swapped (a)		3.48%-4.61%		—	23,316
Total Fund IV Mortgages and Other Notes Payable				182,500	246,268
Fund V Fixed Rate	3.35%	3.35%	May 2023	31,801	31,801
Fund V Variable Rate	LIBOR + 1.85% - SOFR + 2.76%	LIBOR + 1.85% - SOFR + 2.76%	Jun 2023 - Nov 2026	58,452	58,878
Fund V Variable Rate - Swapped (a)	2.43%-4.78%	2.43%-4.78%	Jan 2023 - Apr 2025	338,110	297,731
Total Fund V Mortgages Payable				428,363	388,410
Net unamortized debt issuance costs				(4,050)	(3,958)
Unamortized premium				394	446
Total Mortgages Payable				$1,104,355	$1,140,293
Unsecured Notes Payable
Core Variable Rate Unsecured Term Loans - Swapped (a)	3.65%-5.32%	3.65%-5.32%	Apr 2027	$575,000	$400,000
Fund II Unsecured Notes Payable	LIBOR+2.25%	LIBOR+2.25%	Sep 2022	40,000	40,000
Fund IV Subscription Facility	SOFR+2.01%	SOFR+2.01%	Dec 2022	0	5,000
Fund V Subscription Facility	LIBOR+1.90%	LIBOR+1.90%	May 2023	3,303	118,028

Net unamortized debt issuance costs				(4,919)	(3,988)
Total Unsecured Notes Payable				$613,384	$559,040
Unsecured Line of Credit
Core Unsecured Line of Credit - Variable Rate	LIBOR + 1.40%	LIBOR + 1.40%	Jun 2025	$80,192	$46,491
Core Unsecured Line of Credit -Swapped (a)	3.65%-5.32%	3.65%-5.32%	Jun 2025	16,295	66,414
Total Unsecured Line of Credit				$96,487	$112,905

Total Debt - Fixed Rate (b)				$1,167,036	$1,038,803
Total Debt - Variable Rate (c)				655,765	780,935
Total Debt				1,822,801	1,819,738
Net unamortized debt issuance costs				(8,969)	(7,946)
Unamortized premium				394	446
Total Indebtedness				$1,814,226	$1,812,238


Year Ending December 31,
2021 (Remainder)	$	102,817
2022		670,056
2022 (Remainder)				$	430,916
2023		110,501			238,792
2024		212,020			212,128
2025		168,233			204,220
2026					445,975
Thereafter		532,582			290,770
		1,796,209			1,822,801
Unamortized premium		471			394
Net unamortized debt issuance costs		(8,781	)		(8,969	)
Total indebtedness	$	1,787,899		$	1,814,226


						Strike Rate								Fair Value											Strike Rate								Fair Value
Derivative Instrument		Aggregate Notional Amount		Effective Date	Maturity Date	Low				High			Balance Sheet Location	September 30, 2021			December 31, 2020				Aggregate Notional Amount		Effective Date	Maturity Date	Low				High			Balance Sheet Location	June 30, 2022			December 31, 2021
Core
Interest Rate Swaps		$	539,636	Dec 2012-Jul 2020	Mar 2022-Jul 2030		1.71	%	—		3.77	%	Other Liabilities	$	(46,731	)	$	(74,990	)		$	185,295	Dec 2012 - Aug 2022	Dec 2022 - Jul 2030		2.92	%	—		3.77	%	Other Liabilities	$	(1,582	)	$	(40,650	)
		$	539,636											$	(46,731	)	$	(74,990	)

Fund II
Interest Rate Swap		$	18,588	Oct 2014	Nov 2021		1.49	%	—		1.49	%	Other Liabilities	$	(23	)	$	(219	)			416,460	Mar 2015 - Jun 2019	Mar 2025 - Jun 2029		1.71	%	—		2.60	%	Other Assets		7,431			0
Interest Rate Cap			45,000	Mar 2019	Mar 2022		3.50	%	—		3.50	%	Other Assets		0			0
		$	63,588											$	(23	)	$	(219	)		$	601,755											$	5,849		$	(40,650	)

Fund III
Interest Rate Caps		$	35,970	Jan 2021	Jul 2022		3.00	%	—		3.00	%	Other Assets	$	0		$	0			$	35,970	Jan 2021	Jul 2022		3.00	%	—		3.00	%	Other Assets	$	0		$	0

Fund IV
Interest Rate Swaps		$	42,385	Mar 2017-Dec 2019	Apr 2022-Dec 2022		1.48	%	—		2.61	%	Other Liabilities	$	(528	)	$	(1,713	)		$	0	Mar 2017 - Jan 2019	Apr 2022		1.97	%	—		2.61	%	Other Assets	$	0		$	0
Interest Rate Swaps																						0										Other Liabilities		0			(167	)
Interest Rate Caps			71,338	Dec 2020 - Jul 2021	Dec 2022-Jul 2023		3.00	%	—		3.50	%	Other Assets		2			1				71,338	Dec 2020 - Jul 2021	Dec 2022-Jul 2023		3.00	%	—		3.50	%	Other Assets		97			7
		$	113,723											$	(526	)	$	(1,712	)		$	71,338											$	97		$	(160	)

Fund V
Interest Rate Swaps		$	298,014	Jun 2018-Feb 2021	Feb 2022-Oct 2024		0.23	%	—		2.88	%	Other Liabilities	$	(7,545	)	$	(13,217	)		$	338,109	Jun 2018 - Apr 2022	Oct 2022 - Apr 2025		0.91	%	—		2.88	%	Other Assets	$	6,570		$	0
Interest Rate Swaps																						0										Other Liabilities		0			(4,210	)
		$	298,014											$	(7,545	)	$	(13,217	)		$	338,109											$	6,570		$	(4,210	)

Total asset derivatives	Total asset derivatives													$	2		$	1		Total asset derivatives													$	14,098		$	7
Total liability derivatives	Total liability derivatives													$	(54,827	)	$	(90,139	)	Total liability derivatives													$	(1,582	)	$	(45,027	)


	Gains or Losses on Derivative Instruments
~~Balance at July 1, 2021~~	$	(~~47,909~~	)

~~Other comprehensive income before reclassifications - swap agreements~~		~~1,045~~
~~Reclassification of realized interest on swap agreements~~		~~5,528~~
~~Net current period other comprehensive income~~		~~6,573~~
Net current period other comprehensive income attributable to noncontrolling interests		(~~1,833~~	)
~~Balance at September 30, 2021~~	$	(~~43,169~~	)

~~Balance at July 1, 2020~~	$	(~~90,209~~	)

~~Other comprehensive income before reclassifications - swap agreements~~		~~952~~
~~Reclassification of realized interest on swap agreements~~		~~5,506~~
~~Net current period other comprehensive income~~		~~6,458~~
Net current period other comprehensive income attributable to noncontrolling interests		(~~2,122~~	)
~~Balance at September 30, 2020~~	$	(~~85,873~~	)


	Gains or Losses on Derivative Instruments
~~Balance at January 1, 2021~~	$	(~~74,891~~	)

~~Other comprehensive income before reclassifications - swap agreements~~		~~24,528~~
~~Reclassification of realized interest on swap agreements~~		~~16,169~~
~~Net current period other comprehensive income~~		~~40,697~~
Net current period other comprehensive income attributable to noncontrolling interests		(~~8,975~~	)
~~Balance at September 30, 2021~~	$	(~~43,169~~	)

~~Balance at January 1, 2020~~	$	(~~31,175~~	)

~~Other comprehensive loss before reclassifications - swap agreements~~		(~~82,444~~	)
~~Reclassification of realized interest on swap agreements~~		~~9,598~~
~~Net current period other comprehensive loss~~		(~~72,846~~	)
Net current period other comprehensive loss attributable to noncontrolling interests		~~18,148~~
~~Balance at September 30, 2020~~	$	(~~85,873~~	)


	Nine Months Ended September 30, 2021									Six Months Ended June 30, 2022
	Balance at Beginning of Period		Provision (Recovery)		Write-Offs			Balance at End of Period		Balance at Beginning of Period		Provision (Recovery), Net			Adjustments to Valuation Accounts		Write-Offs			Balance at End of Period

Allowance for credit loss - billed rents	$	30,366	$	973	$	(2,909	)	$	28,430	$	23,586	$	(1,387	)	$	—	$	(4,031	)	$	18,168
Straight-line rent reserves		15,042		254		(2,648	)		12,648		14,885		(462	)		—		(1,276	)		13,147
Total - rents receivable	$	45,408	$	1,227	$	(5,557	)	$	41,078	$	38,471	$	(1,849	)	$	—	$	(5,307	)	$	31,315


			Minimum Rental Payments								Minimum Rental Payments
Year Ending December 31,	Minimum Rental Revenues (a)		Operating Leases (b)			Finance Leases (b)			Minimum Rental Revenues (a)		Operating Leases (b)			Finance Leases (b)
2021 (Remainder)	$	49,136	$	1,380		$	0
2022		208,208		5,368			34
2022 (Remainder)									$	106,719	$	2,685		$	34
2023		197,110		5,389			0			221,953		5,389			0
2024		172,240		5,414			0			202,638		5,414			0
2025		140,533		5,329			0			170,740		5,329			0
2026										142,964		5,173			0
Thereafter		606,694		29,711			12,515			596,528		24,436			12,515
		1,373,921		52,591			12,549			1,441,542		48,426			12,549
Interest		—		(12,848	)		(6,036	)		—		(11,396	)		(5,735	)
Total	$	1,373,921	$	39,743		$	6,513		$	1,441,542	$	37,030		$	6,814


	Nine Months Ended												Nine Months Ended
	September 30, 2021												September 30, 2020												Increase (Decrease)
	Core			Funds			SF			Total			Core			Funds			SF			Total			Core			Funds			SF			Total
Revenues	$	134.3		$	83.2		$	—		$	217.5		$	117.4		$	69.1		$	—		$	186.5		$	16.9		$	14.1		$	—		$	31.0
Depreciation and amortization		(51.9	)		(41.7	)		—			(93.6	)		(53.2	)		(48.4	)		—			(101.6	)		(1.3	)		(6.7	)		—			(8.0	)
Property operating expenses, other operating and real estate taxes		(41.8	)		(32.6	)		—			(74.4	)		(42.5	)		(31.0	)		—			(73.5	)		(0.7	)		1.6			—			0.9
General and administrative expenses		—			—			—			(29.6	)		—			—			—			(26.4	)		—			—			—			3.2
Impairment charges		—			(9.9	)		—			(9.9	)		—			(51.5	)		—			(51.5	)		—			41.6			—			41.6
Gain on disposition of properties		4.6			5.9			—			10.5			—			0.5			—			0.5			4.6			5.4			—			10.0
Operating income (loss)		45.2			4.9			—			20.5			21.7			(61.4	)		—			(66.1	)		23.5			66.3			—			86.6
Interest and other income		—			—			6.1			6.1			—			—			7.2			7.2			—			—			(1.0	)		(1.0	)
Realized and unrealized holding gains on investments and other		—			57.0			(0.5	)		56.5			—			79.8			(0.5	)		79.3			—			(22.8	)		—			(22.8	)
Equity in earnings (losses) of unconsolidated affiliates		(0.9	)		5.0			—			4.0			(0.2	)		0.1			—			(0.2	)		(0.7	)		4.9			—			4.2
Interest expense		(22.0	)		(30.1	)		—			(52.1	)		(25.1	)		(29.2	)		—			(54.4	)		(3.1	)		0.9			—			(2.3	)
Income tax (provision) benefit		—			—			—			(0.4	)		—			—			—			0.7			—			—			—			(1.1	)
Net income (loss)		22.3			36.8			5.6			34.6			(3.6	)		(10.8	)		6.6			(33.4	)		25.9			47.6			(1.0	)		68.0
Net (income) loss attributable to noncontrolling interests		(1.9	)		(11.6	)		—			(13.5	)		7.7			27.7			—			35.4			(9.6	)		(39.3	)		—			(48.9	)
Net income (loss) attributable to Acadia	$	20.4		$	25.2		$	5.6		$	21.1		$	4.1		$	16.9		$	6.6		$	2.0		$	16.3		$	8.3		$	(1.0	)	$	19.1