Real Estate | 2. Rea l Estate The Company’s consolidated real estate is comprised of the following for the periods presented (in thousands): June 30, December 31, 2022 2021 Land $ 845,022 $ 739,641 Buildings and improvements 3,043,234 2,892,051 Tenant improvements 206,285 199,925 Construction in progress 12,494 11,131 Right-of-use assets - finance leases (Note 11) 25,086 25,086 Total 4,132,121 3,867,834 Less: Accumulated depreciation and amortization ( 690,945 ) ( 648,461 ) Operating real estate, net 3,441,176 3,219,373 Real estate under development 203,036 203,773 Net investments in real estate $ 3,644,212 $ 3,423,146 Acquisitions and Foreclosure During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company acquired (through purchase, investment or foreclosure) the following consolidated retail properties and other real estate investments (dollars in thousands): Property and Location Percent Date of Purchase 2022 Acquisitions and Foreclosure Core 121 Spring Street - New York, NY 100 % Jan 12, 2022 $ 39,637 Williamsburg Collection - Brooklyn, NY (a) (a) Feb 18, 2022 97,750 8833 Beverly Boulevard - West Hollywood, CA 100 % Mar 2, 2022 24,117 Henderson Avenue Portfolio - Dallas, TX (b) 100 % Apr 18, 2022 85,192 Subtotal Core 246,696 Fund III 640 Broadway - New York, NY (Foreclosure) (c) 100 % Jan 26, 2022 59,207 Subtotal Fund III 59,207 Total 2022 Acquisitions and Foreclosure $ 305,903 2021 Acquisitions Core 14th Street Portfolio - Washington, DC 100 % Dec 23, 2021 $ 26,320 Subtotal Core 26,320 Fund V Canton Marketplace - Canton, GA 100 % Aug 20, 2021 50,954 Monroe Marketplace - Selinsgrove, PA 100 % Sept 9, 2021 44,796 Monroe Marketplace (Parcel) - Selinsgrove, PA 100 % Nov 12, 2021 1,029 Midstate - East Brunswick, NJ 100 % Dec 14, 2021 71,867 Subtotal Fund V 168,646 Total 2021 Acquisitions $ 194,966 a) The Williamsburg Collection entity is a variable interest entity and the Company consolidates the entity because it is the entity's primary beneficiary. The Company invested $ 2.8 million in its 49.99 % equity interest and, through a separate lending subsidiary, provided a $ 64.1 million first mortgage loan and a $ 30.9 million mezzanine loan to subsidiaries of the venture (such equity and loans have been eliminated in consolidation). Pursuant to the entity’s operating agreement, the venture partner has a one-time right to put its 50.01 % interest in the entity (the "Williamsburg NCI", which is further described in Note 8 ) to the Company for fair value at a future date. Given the preferred rate of return of the Company embedded in its equity interests and the accruing debt senior to the equity, the Company did not attribute any initial redemption value to the Williamsburg NCI and recognized a bargain purchase gain of $ 1.2 million, which is included in Realized and unrealized holding (losses) gains on investments and other in the consolidated statements of operations. b) The Henderson Avenue Portfolio comprises 14 operating retail assets, one residential building and two development and redevelopment sites. c) The entity was previously accounted for as an equity method investment until an affiliate of Fund III acquired the venture partner's interest in a foreclosure action. Fund III now indirectly owns 100% of the entity and consolidates it ( Note 4 ). For the six months ended June 30, 2022 and the year ended December 31, 2021, the Company capitalized $ 1.2 million and $ 3.6 million of acquisition costs in connection with the 2022 Acquisitions and Foreclosure and the 2021 Acquisitions, respectively. In addition, during the six months ended June 30, 2022 , the Company expensed $ 2.0 million of acquisition costs (including a $ 1.5 million acquisition fee paid to an affiliate of a joint venture partner). Acquisition costs that were expensed are included in General and administrative expenses in the consolidated statements of operations. During the six months ended June 30, 2022, the Company assumed a $ 36.0 million mortgage with the consolidation of 640 Broadway and during the year ended December 31, 2021, the Company assumed a $ 31.8 million mortgage with the acquisition of Canton Marketplace ( Note 7 ). Purchase Price Allocations The purchase prices for the 2022 Acquisitions and Foreclosure and 2021 Acquisitions were allocated to the acquired assets and assumed liabilities based on their estimated fair values at the dates of acquisition. The following table summarizes the allocation of the purchase price of properties acquired during the periods presented (in thousands): 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 — Accounts payable and other liabilities ( 661 ) — 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 — Existing interest in previously unconsolidated investment (Note 4) 17,822 — Debt assumed 35,970 31,801 Liabilities assumed 4,062 1,319 Total consideration 305,903 194,966 Gain on bargain purchase 1,163 — $ 307,066 $ 194,966 Dispositions During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company disposed of the following consolidated properties and other real estate investments (in thousands): Property and Location Owner Date Sold Sale Price Gain 2022 Dispositions NE Grocer Portfolio (Selected Assets) - Pennsylvania Fund IV Jan 26, 2022 Mar 4, 2022 $ 45,350 $ 13,784 New Towne (Parcel) - Canton, MI Fund V Feb 1, 2022 2,231 1,776 Cortlandt Crossing - Westchester County, New York Fund III Feb 9, 2022 65,533 13,255 Lincoln Place - Fairview Heights, IL Fund IV May 25, 2022 40,670 12,216 Total 2022 Dispositions $ 153,784 $ 41,031 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 a) Does not include the gain on lease termination of $ 0.7 million related to the Fund IV lease at 110 University Place ( Note 11 ). The aggregate rental revenue, expenses and pre-tax income reported within continuing operations for the aforementioned consolidated properties that were sold as well as the lease that was terminated ( Note 11 ) during the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues $ 501 $ 4,781 $ 2,428 $ 9,763 Expenses ( 636 ) ( 4,765 ) ( 1,917 ) ( 9,516 ) Gain on disposition of properties 12,216 5,909 41,031 10,521 Net (income) loss attributable to noncontrolling interests ( 9,290 ) ( 4,556 ) ( 31,801 ) ( 4,741 ) Net income attributable to Acadia $ 2,791 $ 1,369 $ 9,741 $ 6,027 Real Estate Under Development and Construction in Progress Real estate under development represents the Company’s consolidated properties that have not yet been placed into service while undergoing substantial development or construction. Development activity for the Company’s consolidated properties comprised the following during the periods presented (dollars in thousands): January 1, 2022 Six Months Ended June 30, 2022 June 30, 2022 Number of Carrying Transfers In Capitalized Transfers Out Number of Carrying Core — $ 42,517 $ 9,610 $ 986 $ — 2 $ 53,113 Fund II — 35,125 — 845 — — 35,970 Fund III 1 24,296 — 602 — 1 24,898 Fund IV (a) 1 101,835 — 71 12,851 1 89,055 Total 2 $ 203,773 $ 9,610 $ 2,504 $ 12,851 4 $ 203,036 a) Transfers out include $ 12.9 million related to a portion of one Fund IV property that was transferred out of development. January 1, 2021 Year Ended December 31, 2021 December 31, 2021 Number of Carrying Transfers In Capitalized Transfers Out Number of Carrying Core — $ 63,875 $ — $ 1,855 $ 23,213 — $ 42,517 Fund II — 74,657 — 3,921 43,453 — 35,125 Fund III 1 23,104 — 1,192 — 1 24,296 Fund IV (a) 2 85,565 29,758 2,026 15,514 1 101,835 Total 3 $ 247,201 $ 29,758 $ 8,994 $ 82,180 2 $ 203,773 a) Transfers in include $ 29.8 million related to the remaining portion of one Fund IV property that was placed in development. 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. At June 30, 2022, consolidated development projects included: a portion of City Center and the Henderson Portfolio for the Core Portfolio, portions of City Point Phase I and II at Fund II, Broad Hollow Commons at Fund III, 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. During the six months ended June 30, 2022, the Company: • placed a portion of one Fund IV property, 717 N. Michigan Avenue, into service; and • placed two Core properties in the Henderson Portfolio into development. 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: • placed portions of one Core project, City Center, into service in the first and second quarter of 2021; • disposed of building improvements related to one Fund IV project, 110 University Place, in connection with a lease termination in the second quarter of 2021 ( Note 11 ); • placed the remaining portion of one Fund IV property, 717 N. Michigan Avenue, into development in the fourth quarter of 2021; and • placed a portion of Fund II’s City Point Phase III into service in the fourth quarter of 2021. 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. |