PART I [Business Overview](index=4&type=section&id=1.%20Business) Acadia Realty Trust is a REIT focused on acquiring, developing, and managing high-quality retail properties in dense U.S. metropolitan areas through its Core Portfolio and opportunistic Funds - Acadia Realty Trust was formed on March 4, 1993, as a Maryland real estate investment trust (REIT)[4](index=4&type=chunk) - The Trust is a fully integrated REIT focused on owning, acquiring, developing, and managing high-quality retail properties in high-barrier-to-entry, densely-populated U.S. metropolitan areas[4](index=4&type=chunk) - As of December 31, 2019, the Trust controlled **95%** of the Operating Partnership as the sole general partner, utilizing an UPREIT structure[4](index=4&type=chunk) - The company operates through its Core Portfolio and generates growth via Funds, co-investing with institutional partners[4](index=4&type=chunk)[5](index=5&type=chunk) - Key business objectives include acquiring and managing commercial retail properties for shareholder distributions and capital appreciation, focusing on accretive development, re-tenanting, and opportunistic acquisitions[5](index=5&type=chunk) - A strong and flexible balance sheet is maintained through conservative financial practices and diverse capital sources, including public equity, unsecured debt, and mortgage loans[5](index=5&type=chunk)[8](index=8&type=chunk) [General Information](index=4&type=section&id=GENERAL) Acadia Realty Trust, a Maryland REIT formed in 1993, operates as a fully integrated entity focused on high-quality retail properties in dense U.S. metropolitan areas through its Operating Partnership - Acadia Realty Trust was formed on March 4, 1993, as a Maryland real estate investment trust (REIT)[4](index=4&type=chunk) - The Trust is a fully integrated REIT focused on owning, acquiring, developing, and managing high-quality retail properties in high-barrier-to-entry, densely-populated U.S. metropolitan areas[4](index=4&type=chunk) - As of December 31, 2019, the Trust controlled **95%** of the Operating Partnership as the sole general partner, utilizing an UPREIT structure[4](index=4&type=chunk) [Business Objectives and Strategies](index=4&type=section&id=BUSINESS%20OBJECTIVES%20AND%20STRATEGIES) Acadia's core objective is to acquire and manage commercial retail properties for cash distributions and capital appreciation through its Core Portfolio, opportunistic Funds, and a strong balance sheet - Primary business objective: acquire and manage commercial retail properties for cash distributions and capital appreciation[5](index=5&type=chunk) - Strategies include operating a Core Portfolio of high-quality retail properties, generating growth through opportunistic Funds (value-add, distressed retailer-anchored, other opportunistic acquisitions), and maintaining a strong, flexible balance sheet[5](index=5&type=chunk) - The Fund strategy emphasizes opportunistic, disciplined acquisitions with high value creation potential, executed and realized through asset sales[5](index=5&type=chunk) - Capital strategy emphasizes conservative financial practices, moderate leverage, and access to diverse capital sources including public equity, unsecured debt, mortgage/construction loans, and OP Units[8](index=8&type=chunk) [Investing Activities](index=6&type=section&id=INVESTING%20ACTIVITIES) In 2019, Acadia invested **$185.9 million** in its Core Portfolio and **$318.0 million** in Funds, while disposing of properties totaling **$109.4 million** and engaging in structured financing - During 2019, Acadia invested **$185.9 million** in its Core Portfolio, including unconsolidated leasehold interests and nine consolidated properties[9](index=9&type=chunk) - In 2019, Fund V invested **$318.0 million** in seven properties (four unconsolidated, three consolidated)[9](index=9&type=chunk) - Dispositions in 2019 included the sale of Pacesetter Park for **$22.6 million** (Core Portfolio) and Fund properties totaling **$86.8 million**[9](index=9&type=chunk)[93](index=93&type=chunk) - As of December 31, 2019, Acadia had **$76.5 million** invested in its Structured Finance Program, providing **$13.5 million** in seller financing and advancing **$4.3 million** on an existing loan[9](index=9&type=chunk) - As of December 31, 2019, five Fund development projects and five Core development/redevelopment projects were underway[9](index=9&type=chunk) [Inflation](index=7&type=section&id=INFLATION) Acadia mitigates inflation risks through long-term lease escalation clauses, market-rate rent increases on shorter leases, and tenant-covered operating expenses - Long-term leases contain escalation clauses (often related to CPI) and percentage rents to mitigate inflation's impact on net income[10](index=10&type=chunk) - Many leases are for less than ten years, allowing for rent increases at market rates upon re-rental[10](index=10&type=chunk) - Most leases require tenants to pay their share of operating expenses (common area maintenance, real estate taxes, insurance, utilities), reducing exposure to cost increases from inflation[10](index=10&type=chunk) [Environmental Laws](index=7&type=section&id=ENVIRONMENTAL%20LAWS) Information on environmental laws and their potential business impact is detailed in the 'Risk Factors' section - Information on environmental laws and their impact is referenced under 'Item 1A. Risk Factors — We are exposed to possible liability relating to environmental matters'[11](index=11&type=chunk) [Competition](index=7&type=section&id=COMPETITION) Acadia faces significant competition in property acquisition and tenant leasing, primarily based on location, occupancy costs, and property design - Numerous entities compete with Acadia in seeking properties for acquisition and tenants for leasing, including other REITs, financial institutions, insurance companies, pension funds, private companies, and individuals[11](index=11&type=chunk) - Competition for tenants is primarily based on location, total occupancy costs (base rent and operating expenses), and the design and condition of improvements[11](index=11&type=chunk) [Corporate Headquarters and Employees](index=7&type=section&id=CORPORATE%20HEADQUARTERS%20AND%20EMPLOYEES) Acadia Realty Trust's executive office is in Rye, New York, with **118** employees as of December 31, 2019, none of whom are unionized - Executive office located at 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580[12](index=12&type=chunk) - As of December 31, 2019, the company had **118** employees (**92** at executive office, **26** at regional offices)[12](index=12&type=chunk) - No employees are covered by collective bargaining agreements; management believes employee relations are good[12](index=12&type=chunk) [Company Website](index=7&type=section&id=COMPANY%20WEBSITE) Acadia Realty Trust's SEC filings are available on its website and the SEC's website, with paper copies of the 10-K available upon request - All SEC filings (10-K, 10-Q, 8-K) are available at www.acadiarealty.com and www.sec.gov[13](index=13&type=chunk) - Paper copies of the Form 10-K can be requested from Jason Blacksberg, Corporate Secretary[13](index=13&type=chunk) [Code of Ethics and Whistleblower Policies](index=7&type=section&id=CODE%20OF%20ETHICS%20AND%20WHISTLEBLOWER%20POLICIES) Acadia's Board of Trustees adopted a Code of Business Conduct and Ethics and a Whistleblower Policy, accessible on its website, with future amendments disclosed online - Board of Trustees adopted a Code of Business Conduct and Ethics and a Whistleblower Policy[14](index=14&type=chunk) - Documents are available in the Investor Information section of the company website[14](index=14&type=chunk) - Future amendments or waivers (for senior executive financial officers) will be disclosed on the website within four business days[14](index=14&type=chunk) [Risk Factors](index=7&type=section&id=1A.%20Risk%20Factors) This section outlines material risks to Acadia Realty Trust's financial condition, cash flows, operations, and shareholder distributions, categorized by business, structure, and REIT status - Risk factors could adversely affect financial condition, cash flows, results of operations, and ability to satisfy debt service obligations and make distributions to shareholders[15](index=15&type=chunk) - The company operates in a very competitive and rapidly changing environment, with new risk factors emerging frequently[16](index=16&type=chunk) [Risks Related to Our Business and Our Properties](index=8&type=section&id=RISKS%20RELATED%20TO%20OUR%20BUSINESS%20AND%20OUR%20PROPERTIES) Business risks include real estate illiquidity, economic sensitivity, reliance on key tenants, e-commerce impact, and the potential for inflation to negatively affect financial performance - Real estate investments are subject to risks from economic climate, local conditions, competition, and regulatory changes, with retail properties particularly vulnerable to changing perceptions and industry climate[17](index=17&type=chunk) - Significant revenue reliance on **20 key tenants** (**37.8%** of consolidated revenue) poses a risk if these tenants face bankruptcy, business downturns, or do not renew leases favorably[18](index=18&type=chunk) - Vacated anchor space directly reduces rental revenues and can trigger co-tenancy clauses, allowing other tenants to terminate or reduce rent[19](index=19&type=chunk) - Inability to renew current leases or less favorable re-letting terms (including concessions) could adversely affect net income and distributions[20](index=20&type=chunk) - Decreased demand for retail space, exacerbated by e-commerce growth, could negatively affect market rents and financial performance[21](index=21&type=chunk)[22](index=22&type=chunk) - Economic uncertainty and inflation could adversely affect tenant solvency, consumer spending, borrowing ability, and increase operating costs faster than rents[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Real estate investments are illiquid, limiting the ability to quickly adjust the portfolio to changed conditions[27](index=27&type=chunk) [Risks Related to Structure and Management](index=15&type=section&id=RISKS%20RELATED%20TO%20OUR%20STRUCTURE%20AND%20MANAGEMENT) Structure and management risks include loss of key personnel, board policy changes, distribution limits, ownership concentration, change of control restrictions, IT security threats, and environmental liabilities - Loss of key management members, particularly Kenneth F. Bernstein (President and CEO), could materially adversely affect business[34](index=34&type=chunk)[35](index=35&type=chunk) - The Board of Trustees can change investment and financing policies or objectives without shareholder approval, potentially not serving all shareholders' interests[36](index=36&type=chunk) - REIT distribution requirements (at least **90%** of taxable income) limit the ability to retain earnings for property acquisition/improvement or debt retirement[37](index=37&type=chunk) - Concentration of ownership by five institutional shareholders (**54.5%** of Common Shares) could allow greater influence over management[38](index=38&type=chunk) - Restrictions on potential change of control (e.g., preferred share issuance, executive severance agreements, Maryland law provisions) could prevent beneficial changes for shareholders[39](index=39&type=chunk)[41](index=41&type=chunk) - Outages, computer viruses, increased IT security threats, and third-party vendor failures could disrupt operations, compromise data, and result in financial and reputational costs[42](index=42&type=chunk)[43](index=43&type=chunk) - Social media use may adversely impact reputation and business through inaccurate or unauthorized disclosures[45](index=45&type=chunk) - Climate change, natural disasters (e.g., hurricanes, wildfires, earthquakes), or health crises (e.g., COVID-19) could cause property damage, operational disruptions, increased insurance costs, and decreased consumer demand[46](index=46&type=chunk) - Exposure to possible liability relating to environmental matters, including remediation costs and fines, which could exceed property value or aggregate assets[47](index=47&type=chunk)[48](index=48&type=chunk) - Uninsured losses or losses exceeding insured limits (e.g., from wars, terrorism, acts of God) could adversely affect financial condition[49](index=49&type=chunk) - Future terrorist attacks or civil unrest could harm demand for and value of properties, increase security costs, and limit insurance availability[50](index=50&type=chunk) - Litigation and compliance with regulations like the Americans with Disabilities Act (ADA) and fire/safety codes may require unplanned expenditures[51](index=51&type=chunk)[52](index=52&type=chunk) [Risks Related to Our REIT Status](index=20&type=section&id=RISKS%20RELATED%20TO%20OUR%20REIT%20STATUS) Maintaining REIT status is complex; failure to qualify would result in corporate income tax and reduced distributions, while compliance may force the company to forgo attractive opportunities - No assurance of continued REIT qualification; failure would result in corporate income tax and disqualification for four subsequent taxable years, significantly reducing cash for distributions[53](index=53&type=chunk) - Legislative or regulatory tax changes, including the Tax Cuts and Jobs Act, could adversely affect the company or its shareholders[54](index=54&type=chunk) - May be required to borrow funds or sell assets to satisfy REIT distribution requirements, even under unfavorable market conditions[55](index=55&type=chunk) - Dividends payable by REITs generally do not qualify for reduced tax rates, potentially making REIT investments less attractive to individual investors[56](index=56&type=chunk)[58](index=58&type=chunk) - Complying with REIT requirements may force the company to forgo otherwise attractive opportunities or liquidate investments[59](index=59&type=chunk) - Ownership limits on shares are in place to ensure REIT qualification, which may delay, defer, or prevent a change of control[59](index=59&type=chunk) [Unresolved Staff Comments](index=21&type=section&id=1B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - No unresolved staff comments[60](index=60&type=chunk) [Properties](index=21&type=section&id=2.%20Properties) Acadia's portfolio includes **186** operating properties totaling **13.1 million** square feet of GLA, with Core Portfolio **93.4%** occupied and Fund properties **88.6%** occupied as of December 31, 2019 - As of December 31, 2019, Acadia owned or had an ownership interest in **186** operating properties (**123** Core Portfolio, **53** Funds), totaling approximately **13.1 million** square feet of GLA[61](index=61&type=chunk) - Core Portfolio properties were **93.4%** occupied, and Fund properties were **88.6%** occupied, excluding properties under development/redevelopment or pre-stabilized[61](index=61&type=chunk) - Rental revenues primarily come from national retailers under long-term leases, providing fixed minimum rent and pro-rata share of operating expenses[61](index=61&type=chunk)[63](index=63&type=chunk) - No individual property contributed more than **10%** of total revenues for the years ended December 31, 2019, 2018, or 2017[63](index=63&type=chunk) [Retail Properties](index=21&type=section&id=Retail%20Properties) Acadia's Core Portfolio comprises **123** properties (**5.6 million** sq ft GLA, **93.4%** occupied), and Funds own **53** properties (**7.5 million** sq ft GLA, **88.6%** occupied), primarily with national retailers - Core Portfolio: **123** operating properties, ~**5.6 million** sq ft GLA, **93.4%** occupied as of December 31, 2019, located in **12** states and D.C., primarily street retail and dense suburban shopping centers[61](index=61&type=chunk) - Funds: **53** properties, ~**7.5 million** sq ft GLA, **88.6%** occupied as of December 31, 2019, located in **17** states and D.C., including mixed-use properties[61](index=61&type=chunk) - Across both portfolios, there were approximately **1,100** retail leases as of December 31, 2019, with a significant portion of rental revenues from national retailers[61](index=61&type=chunk) - Revenues primarily consist of fixed minimum rent and tenants' pro-rata share of operating expenses; percentage rents are an insignificant portion[61](index=61&type=chunk)[63](index=63&type=chunk) [Major Tenants](index=29&type=section&id=Major%20Tenants) As of December 31, 2019, no single retail tenant exceeded **5.1%** of base rents or **6.9%** of GLA, with the top **20** tenants representing **37.8%** of both - No individual retail tenant accounted for more than **5.1%** of base rents or occupied more than **6.9%** of total leased GLA as of December 31, 2019[71](index=71&type=chunk) Top 20 Retail Tenants by Base Rent (as of Dec 31, 2019) | Retail Tenant | Number of Stores in Portfolio | Total GLA (thousands sq ft) | Annualized Base Rent (thousands $) | Percentage of Total Portfolio GLA | Percentage of Total Retail Tenant Annualized Base Rent | |:--------------|:------------------------------|:----------------------------|:-----------------------------------|:----------------------------------|:-------------------------------------------------------| | Target | 5 | 454 | 8,248 | 6.9% | 5.1% | | H & M | 2 | 56 | 5,039 | 0.9% | 3.1% | | Walgreens | 7 | 98 | 4,204 | 1.5% | 2.6% | | TJX Companies | 26 | 330 | 3,784 | 5.0% | 2.4% | | Royal Ahold | 5 | 182 | 3,711 | 2.8% | 2.3% | | Nordstrom, Inc. | 2 | 89 | 3,515 | 1.4% | 2.2% | | Bed, Bath, and Beyond | 6 | 137 | 3,371 | 2.1% | 2.1% | | Ascena Retail Group | 12 | 28 | 2,735 | 0.4% | 1.7% | | LA Fitness International LLC | 3 | 108 | 2,680 | 1.6% | 1.7% | | Trader Joe's | 5 | 49 | 2,642 | 0.7% | 1.6% | | Kohls | 7 | 203 | 2,600 | 3.1% | 1.6% | | Verizon | 8 | 29 | 2,566 | 0.4% | 1.6% | | Lululemon | 3 | 8 | 2,431 | 0.1% | 1.5% | | Gap | 8 | 61 | 2,327 | 0.9% | 1.4% | | Albertsons Companies | 4 | 154 | 2,266 | 2.4% | 1.4% | | Home Depot | 4 | 337 | 2,193 | 5.1% | 1.4% | | Ulta Salon Cosmetic & Fragrance | 10 | 48 | 1,801 | 0.7% | 1.1% | | Bob's Discount Furniture | 2 | 58 | 1,629 | 0.9% | 1.0% | | Tapestry | 2 | 4 | 1,552 | 0.1% | 1.0% | | DSW | 3 | 40 | 1,464 | 0.6% | 0.9% | | **Total** | **124** | **2,473** | **60,758** | **37.8%** | **37.8%** | [Lease Expirations](index=30&type=section&id=Lease%20Expirations) Acadia's Core Portfolio has **481** leases, with **4.0%** of ABR expiring in 2020; Funds have **621** leases, with **6.9%** of ABR expiring in 2020 Core Portfolio Lease Expirations (as of Dec 31, 2019) | Leases Maturing in | Number of Leases | Annualized Base Rent (thousands $) | Percentage of Total ABR | GLA Square Feet (thousands) | Percentage of Total GLA | |:-------------------|:-----------------|:-----------------------------------|:------------------------|:----------------------------|:------------------------| | Month to Month | 6 | 470 | 0.3% | 13 | 0.3% | | 2020 | 33 | 5,546 | 4.0% | 92 | 2.1% | | 2021 | 74 | 16,470 | 11.9% | 758 | 17.1% | | 2022 | 53 | 13,288 | 9.6% | 345 | 7.8% | | 2023 | 61 | 21,621 | 15.6% | 666 | 15.0% | | 2024 | 56 | 15,043 | 10.8% | 656 | 14.8% | | 2025 | 51 | 16,112 | 11.6% | 486 | 11.0% | | 2026 | 33 | 7,134 | 5.1% | 161 | 3.6% | | 2027 | 23 | 5,673 | 4.1% | 127 | 2.9% | | 2028 | 41 | 18,502 | 13.3% | 674 | 15.2% | | 2029 | 23 | 6,667 | 4.8% | 157 | 3.6% | | Thereafter | 27 | 12,216 | 8.9% | 291 | 6.6% | | **Total** | **481** | **138,742** | **100.0%** | **4,432** | **100.0%** | Funds Lease Expirations (as of Dec 31, 2019) | Leases Maturing in | Number of Leases | Annualized Base Rent (thousands $) | Percentage of Total ABR | GLA Square Feet (thousands) | Percentage of Total GLA | |:-------------------|:-----------------|:-----------------------------------|:------------------------|:----------------------------|:------------------------| | Month to Month | 16 | 164 | 0.7% | 13 | 0.9% | | 2020 | 68 | 1,522 | 6.9% | 88 | 6.4% | | 2021 | 94 | 2,325 | 10.5% | 147 | 10.7% | | 2022 | 84 | 2,321 | 10.5% | 152 | 11.1% | | 2023 | 79 | 2,133 | 9.7% | 155 | 11.2% | | 2024 | 71 | 2,182 | 9.9% | 144 | 10.5% | | 2025 | 54 | 2,503 | 11.4% | 185 | 13.4% | | 2026 | 43 | 1,238 | 5.6% | 61 | 4.4% | | 2027 | 19 | 546 | 2.5% | 51 | 3.7% | | 2028 | 28 | 1,248 | 5.7% | 57 | 4.1% | | 2029 | 32 | 1,894 | 8.6% | 116 | 8.4% | | Thereafter | 33 | 3,965 | 18.0% | 208 | 15.2% | | **Total** | **621** | **22,041** | **100.0%** | **1,377** | **100.0%** | [Geographic Concentrations](index=31&type=section&id=Geographic%20Concentrations) As of December 31, 2019, Core Portfolio concentrations were in New York Metro and Chicago Metro, while Funds concentrated in the Southeast and Northeast Operating Retail Properties by Region (as of Dec 31, 2019) | Region | GLA (thousands sq ft) | % Occupied | Annualized Base Rent (thousands $) | Annualized Base Rent per Occupied Square Foot | Percentage Represented by Region GLA | Percentage of Total Annualized Base Rent | |:-------------------------------|:----------------------|:-----------|:-----------------------------------|:----------------------------------------------|:-------------------------------------|:-----------------------------------------| | **Core Portfolio:** | | | | | | | | New York Metro | 1,454 | 93.8% | 50,190 | 36.81 | 29.1% | 36.2% | | Mid-Atlantic | 1,191 | 95.5% | 15,803 | 16.02 | 23.9% | 11.4% | | New England | 772 | 96.9% | 10,721 | 16.40 | 15.5% | 7.7% | | Chicago Metro | 700 | 89.5% | 38,340 | 61.23 | 14.0% | 27.6% | | Midwest | 570 | 91.5% | 7,745 | 14.85 | 11.4% | 5.6% | | San Francisco Metro | 149 | 100.0% | 6,219 | 41.79 | 3.0% | 4.5% | | Washington D.C. Metro | 139 | 91.8% | 7,358 | 57.55 | 2.8% | 5.3% | | Los Angeles Metro | 14 | 100.0% | 2,366 | 168.97 | 0.3% | 1.7% | | **Total Core Operating Properties** | **4,989** | **94.0%** | **138,742** | **31.20** | **100.0%** | **100.0%** | | **Fund Portfolio:** | | | | | | | | Southeast | 425 | 96.3% | 6,158 | 15.06 | 27.3% | 27.9% | | Northeast | 480 | 83.7% | 5,044 | 12.55 | 30.7% | 22.9% | | New York Metro | 217 | 72.1% | 4,621 | 29.52 | 13.9% | 21.0% | | West | 121 | 96.4% | 1,665 | 14.23 | 7.8% | 7.6% | | Mid-Atlantic | 117 | 84.4% | 1,406 | 14.27 | 7.5% | 6.4% | | Midwest | 90 | 95.0% | 1,437 | 16.86 | 5.8% | 6.5% | | Chicago Metro | 63 | 99.6% | 766 | 12.23 | 4.0% | 3.5% | | Southwest | 45 | 99.4% | 794 | 17.73 | 2.9% | 3.6% | | San Francisco Metro | 1 | 100.0% | 149 | 100.20 | 0.1% | 0.6% | | **Total Fund Operating Properties** | **1,559** | **88.3%** | **22,040** | **16.00** | **100.0%** | **100.0%** | [Development and Redevelopment Activities](index=32&type=section&id=Development%20and%20Redevelopment%20Activities) As of December 31, 2019, Acadia had six development/redevelopment projects underway, with an estimated total completion cost of **$154.0 million** to **$191.3 million** - As of December 31, 2019, Acadia had six development or redevelopment projects in various stages[77](index=77&type=chunk) Development and Redevelopment Projects (as of Dec 31, 2019) | Property | Ownership | Location | Estimated Stabilization | Square Feet Upon Completion | Leased Rate | Outstanding Debt (millions $) | Incurred (millions $) | Estimated Future Range (millions $) | Estimated Total Range (millions $) | |:--------------------------------|:----------|:---------|:------------------------|:----------------------------|:------------|:------------------------------|:----------------------|:------------------------------------|:-----------------------------------| | **Development: CORE** | | | | | | | | | | | 1238 Wisconsin | 100.0% | Washington DC | 2022 | 29,000 | —% | — | 1.3 | 31.3 to 32.7 | 32.6 to 34.0 | | **FUND II** | | | | | | | | | | | City Point Phase III | 94.2% | Brooklyn, NY | 2021 | 63,000 | —% | 24.2 | 10.0 | 52.0 to 55.0 | 62.0 to 65.0 | | **FUND III** | | | | | | | | | | | Broad Hollow Commons | 100.0% | Farmingdale, NY | 2021 | 180,000 - 200,000 | —% | — | 17.9 | 32.1 to 42.1 | 50.0 to 60.0 | | **FUND IV** | | | | | | | | | | | 110 University Place | 100.0% | New York, NY | 2022 | 46,000 | —% | — | 14.2 | 6.4 to 10.8 | 20.6 to 25.0 | | 146 Geary | 100.0% | San Francisco, CA | 2022 | 13,000 | —% | 22.9 | 42.6 | 17.4 to 22.4 | 60.0 to 65.0 | | 717 N. Michigan Avenue | 100.0% | Chicago, IL | 2020 | 62,000 | 30.0% | 56.7 | 110.0 | 10.0 to 17.5 | 120.0 to 127.5 | | **Major Redevelopment: CORE** | | | | | | | | | | | City Center | 100.0% | San Francisco, CA | 2021 | 241,000 | 90.0% | — | 190.2 | 4.8 to 10.8 | 195.0 to 201.0 | | Elmwood Park | 100.0% | Elmwood Park, NJ | 2021 | 144,000 | 100.0% | — | — | TBD to TBD | TBD to TBD | | Route 6 Mall | 100.0% | Honesdale, PA | TBD | TBD | 100.0% | — | — | TBD to TBD | TBD to TBD | | Mad River | 100.0% | Dayton, OH | TBD | TBD | 50.0% | — | — | TBD to TBD | TBD to TBD | [Legal Proceedings](index=32&type=section&id=3.%20Legal%20Proceedings) Acadia Brandywine Holdings, LLC is in litigation over a defaulted **$26.3 million** mortgage loan, with a partial summary judgment against it, which the company intends to appeal - Acadia Brandywine Holdings, LLC (**22.22%** interest) is in litigation over a defaulted **$26.3 million** mortgage loan (Brandywine Loan) since July 1, 2016[79](index=79&type=chunk) - The Successor Lender sued Brandywine Holdings for judgment on the note and foreclosure, and the Operating Partnership as guarantor for the full balance (approx. **$33.0 million** as of Nov 9, 2017, plus accruing interest/fees)[79](index=79&type=chunk)[81](index=81&type=chunk) - On February 7, 2020, the Delaware Superior Court granted partial summary judgment to the Successor Lender, finding recourse liability for both Brandywine Holdings and the Operating Partnership, a ruling they intend to appeal[81](index=81&type=chunk) - Management does not expect other ordinary course legal proceedings to have a material adverse effect on consolidated financial position[81](index=81&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=4.%20Mine%20Safety%20Disclosures) This section is not applicable to Acadia Realty Trust - Not applicable[82](index=82&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities and Performance Graph](index=34&type=section&id=5.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20Issuer%20Purchases%20of%20Equity%20Securities%20and%20Performance%20Graph) As of February 12, 2020, Acadia had **255** common share holders, with **708,632** shares available under its incentive plan, and repurchased **$55.1 million** in shares in 2018 - As of February 12, 2020, there were **255** holders of record of Acadia's Common Shares, traded on the New York Stock Exchange under the symbol "AKR"[84](index=84&type=chunk) - The company repurchased **2,294,235** shares for **$55.1 million** in 2018. No shares were repurchased in 2019 or 2017. Approximately **$145.0 million** remains available under the share repurchase program as of December 31, 2019[89](index=89&type=chunk) [Market Information, Dividends and Holders of Record of our Common Shares](index=34&type=section&id=Market%20Information%2C%20Dividends%20and%20Holders%20of%20Record%20of%20our%20Common%20Shares) As of February 12, 2020, Acadia Realty Trust had **255** common share holders, with shares traded on the NYSE under "AKR" - As of February 12, 2020, there were **255** holders of record of Acadia's Common Shares, traded on the New York Stock Exchange under the symbol "AKR"[84](index=84&type=chunk) - Quarterly dividends declared are discussed in Note 10, and their Federal Income Tax characterization in Note 14[84](index=84&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=34&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) The Second Amended and Restated 2006 Incentive Plan authorized **3.7 million** shares, with **708,632** shares remaining available for issuance as of December 31, 2019 - The Second Amended and Restated 2006 Incentive Plan (Second Amended 2006 Plan) authorizes the issuance of options, Restricted Shares, and LTIP Units[85](index=85&type=chunk) - The plan increased authorization by **1.6 million** shares, totaling **3.7 million** shares available for officers and employees[85](index=85&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2019) | Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance | |:---------------------------------------|:--------------------------------------------------------------------------|:--------------------------------------------------------------------------|:-------------------------------------------------------------| | Equity compensation plans approved by security holders | — | $— | 708,632 | | Equity compensation plans not approved by security holders | — | $— | — | | **Total** | **—** | **$—** | **708,632** | [Share Price Performance](index=35&type=section&id=Share%20Price%20Performance) From 2014-2019, Acadia Realty Trust's common shares generated a cumulative total return of **$98.24**, lagging broader indices but outperforming the SNL REIT Retail Shopping Ctr Index Cumulative Total Shareholder Return (2014-2019) | Index | 2014 ($) | 2015 ($) | 2016 ($) | 2017 ($) | 2018 ($) | 2019 ($) | |:-----------------------------|:---------|:---------|:---------|:---------|:---------|:---------| | Acadia Realty Trust | 100.00 | 107.51 | 109.70 | 95.30 | 86.34 | 98.24 | | Russell 2000 | 100.00 | 95.59 | 115.95 | 132.94 | 118.30 | 148.49 | | NAREIT All Equity REIT Index | 100.00 | 102.83 | 111.70 | 121.39 | 116.48 | 149.86 | | SNL REIT Retail Shopping Ctr Index | 100.00 | 105.35 | 109.02 | 96.94 | 81.36 | 103.18 | [Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities](index=35&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Securities) No recent sales of unregistered securities or specific uses of proceeds from registered securities were reported - No recent sales of unregistered securities or specific uses of proceeds from registered securities[89](index=89&type=chunk) [Issuer Purchases of Equity Securities](index=35&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) In 2018, Acadia repurchased **2,294,235** shares for **$55.1 million** under its **$200.0 million** program, with **$145.0 million** remaining as of December 31, 2019 - Revised share repurchase program in 2018 authorizes up to **$200.0 million** of outstanding Common Shares[89](index=89&type=chunk) - Repurchased **2,294,235** shares for **$55.1 million** in 2018[89](index=89&type=chunk) - No shares repurchased in 2019 or 2017[89](index=89&type=chunk) - Approximately **$145.0 million** remained available under the program as of December 31, 2019[89](index=89&type=chunk) [Selected Financial Data](index=36&type=section&id=6.%20Selected%20Financial%20Data) Acadia's 2019 selected financial data shows revenues of **$295.3 million**, net income of **$53.0 million**, total assets of **$4.3 billion**, and FFO of **$126.9 million** Selected Financial Data (2015-2019, in thousands) | Metric | 2019 ($) | 2018 ($) | 2017 ($) | 2016 ($) | 2015 ($) | |:------------------------------------------|:------------|:------------|:------------|:------------|:------------| | **OPERATING DATA:** | | | | | | | Revenues | $295,327 | $259,681 | $248,552 | $189,804 | $196,783 | | Operating expenses, excluding depreciation and impairment charges | (125,884) | (114,591) | (111,844) | (97,904) | (86,570) | | Depreciation and amortization | (125,443) | (117,549) | (104,934) | (70,011) | (60,751) | | Impairment charges | (1,721) | — | (14,455) | — | (5,000) | | Gain on disposition of properties | 30,324 | 5,140 | 48,886 | 81,965 | 89,063 | | Equity in earnings of unconsolidated affiliates | 8,922 | 9,302 | 23,371 | 39,449 | 37,330 | | Interest income | 7,988 | 13,231 | 29,143 | 25,829 | 16,603 | | Other income | 6,947 | — | 5,571 | — | 1,596 | | Interest expense | (73,788) | (69,978) | (58,978) | (34,645) | (37,297) | | Income (loss) from continuing operations before income taxes | 22,672 | (14,764) | 65,312 | 134,487 | 151,757 | | Income tax (provision) benefit | (1,468) | (934) | (1,004) | 105 | (1,787) | | Net income (loss) | 21,204 | (15,698) | 64,308 | 134,592 | 149,970 | | Loss (income) attributable to noncontrolling interests | 31,841 | 47,137 | (2,838) | (61,816) | (84,262) | | Net income attributable to Acadia | $53,045 | $31,439 | $61,470 | $72,776 | $65,708 | | Basic and diluted earnings per share | $0.62 | $0.38 | $0.73 | $0.94 | $0.94 | | Cash dividends declared per Common Share | $1.13 | $1.09 | $1.05 | $1.16 | $1.22 | | **BALANCE SHEET DATA (period end):** | | | | | | | Real estate before accumulated depreciation | $4,099,542 | $3,697,805 | $3,466,482 | $3,382,000 | $2,736,283 | | Total assets | 4,309,114 | 3,958,780 | 3,960,247 | 3,995,960 | 3,032,319 | | Total indebtedness, net | 1,708,196 | 1,550,545 | 1,424,409 | 1,488,718 | 1,358,606 | | Total common shareholders' equity | 1,542,308 | 1,459,505 | 1,567,199 | 1,588,577 | 1,100,488 | | Noncontrolling interests | 644,657 | 622,442 | 648,440 | 589,548 | 420,866 | | Total equity | 2,186,965 | 2,081,947 | 2,215,639 | 2,178,125 | 1,521,354 | | **OTHER:** | | | | | | | Funds from operations attributable to Common Shareholders and Common OP Unit holders | 126,862 | 118,870 | 134,667 | 117,070 | 111,560 | | Cash flows provided by (used in): | | | | | | | Operating activities | 127,177 | 96,076 | 114,655 | 109,848 | 113,598 | | Investing activities | (397,057) | (136,619) | 4,063 | (613,564) | (354,503) | | Financing activities | 265,042 | (10,278) | (127,758) | 488,365 | 96,101 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=7.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Acadia Realty Trust's financial condition and operational results, covering business objectives, 2019 developments, segment performance, liquidity, and critical accounting policies - As of December 31, 2019, Acadia owned or had an ownership interest in **186** properties within its Core Portfolio and Funds[91](index=91&type=chunk) - Primary business objective: acquire and manage commercial retail properties for cash distributions and capital appreciation[91](index=91&type=chunk) - Strategies include: operating a high-quality Core Portfolio, generating external growth through opportunistic Fund acquisitions, and maintaining a strong and flexible balance sheet[91](index=91&type=chunk) [Overview](index=37&type=section&id=OVERVIEW) As of December 31, 2019, Acadia managed **186** properties, generating operating income from rental revenues, with objectives focused on shareholder distributions and capital appreciation - As of December 31, 2019, Acadia managed **186** properties across its Core Portfolio and Funds[91](index=91&type=chunk) - Majority of operating income derived from rental revenues from operating properties, including expense recoveries from tenants[91](index=91&type=chunk) - Business objectives include acquiring and managing commercial retail properties for cash distributions and capital appreciation, focusing on accretive development, re-tenanting, opportunistic Fund acquisitions, and maintaining a strong balance sheet[91](index=91&type=chunk) [Significant Developments During the Year Ended December 31, 2019](index=38&type=section&id=SIGNIFICANT%20DEVELOPMENTS%20DURING%20THE%20YEAR%20ENDED%20DECEMBER%2031%2C%202019) In 2019, Acadia invested **$185.9 million** in Core Portfolio and **$328.5 million** in Fund properties, disposed of **$109.4 million** in assets, secured **$481.4 million** in new financings, and issued **$147.7 million** in common shares - Invested **$185.9 million** in **12** Core Portfolio properties, including Soho retail condominiums (**$87.0 million**), Chicago properties (**$7.8 million**, **$2.9 million**), and a Los Angeles retail building (**$48.7 million**)[92](index=92&type=chunk) - Invested **$328.5 million** in eight Fund properties, including Family Center at Riverdale (**$48.5 million**), Tri-City Plaza (**$36.7 million**), Palm Coast Landing (**$36.6 million**), Lincoln Commons (**$54.3 million**), Landstown Commons (**$87.0 million**), and Frederick County Acquisitions (**$54.9 million**)[92](index=92&type=chunk) - Disposed of Pacesetter Park shopping center for **$22.6 million**, recognizing a **$16.8 million** gain[93](index=93&type=chunk) - Sold four consolidated Fund properties and three condominium units for **$86.8 million**, recognizing a net aggregate gain of **$13.6 million** (Acadia's share **$2.9 million**)[93](index=93&type=chunk)[94](index=94&type=chunk) - Obtained **$358.9 million** in new consolidated financings and **$122.5 million** in unconsolidated financings, including an additional **$100.0 million** borrowing capacity on the senior unsecured revolving credit facility[95](index=95&type=chunk) - Redeemed a **$15.3 million** Fund IV Structured Financing investment and provided **$13.5 million** in seller financing[97](index=97&type=chunk) - Issued **5,164,055** Common Shares through its ATM program for gross proceeds of **$147.7 million**[98](index=98&type=chunk) [Results of Operations](index=39&type=section&id=RESULTS%20OF%20OPERATIONS) In 2019, Acadia's net income attributable to Acadia increased by **$21.6 million** to **$53.0 million**, driven by Core Portfolio and Funds growth, despite reduced Structured Financing income and higher unallocated expenses Segment Net Income Attributable to Acadia (2019 vs 2018, in millions) | Segment | 2019 ($) | 2018 ($) | Increase (Decrease) ($) | |:--------------------|:---------|:---------|:------------------------| | Core Portfolio | 62.5 | 42.4 | 20.1 | | Funds | 19.5 | 11.0 | 8.5 | | Structured Financing | 8.0 | 13.2 | (5.2) | | Unallocated | (36.9) | (35.3) | (1.6) | | **Total** | **53.0** | **31.4** | **21.6** | - Core Portfolio revenues increased **$6.4 million**, primarily from accelerated amortization on a below-market lease (**$5.8 million**) and property acquisitions (**$3.4 million**)[98](index=98&type=chunk) - Funds revenues increased **$29.3 million**, driven by property acquisitions (**$19.8 million**), accelerated amortization on a below-market lease (**$5.1 million**), lease-up at City Point (**$3.6 million**), and consolidation of Broughton Street Portfolio (**$2.1 million**)[100](index=100&type=chunk) - Structured Financing interest income decreased **$5.2 million** due to conversion of notes receivable into real estate ownership and payoff of a Fund IV note[101](index=101&type=chunk) - Unallocated general and administrative expense increased **$1.1 million**, mainly due to internal leasing salaries no longer being capitalized[101](index=101&type=chunk) [Supplemental Financial Measures](index=42&type=section&id=SUPPLEMENTAL%20FINANCIAL%20MEASURES) Acadia's Core Portfolio NOI increased **3.9%** to **$123.9 million** in 2019, with FFO attributable to common shareholders rising to **$126.9 million**, or **$1.41** diluted FFO per share - NOI and rent spreads are used for Core Portfolio performance analysis, but not for Funds due to their opportunistic nature and finite-life[102](index=102&type=chunk) Core Portfolio Net Operating Income (NOI, in thousands) | Metric | 2019 ($) | 2018 ($) | |:-------------------|:---------|:---------| | Core Portfolio NOI | 140,242 | 133,545 | | Less: properties excluded from Same-Property NOI | (16,312) | (14,235) | | **Same-Property NOI** | **123,930** | **119,310** | | Percent change from prior year period | 3.9% | | | Same-Property Revenues | 167,806 | 163,469 | | Same-Property Operating Expenses | (43,876) | (44,159) | Rent Spreads on Core Portfolio New and Renewal Leases (Year Ended Dec 31, 2019) | Metric | Cash Basis | Straight-Line Basis | |:----------------------------|:-----------|:--------------------| | Number of new and renewal leases executed | 42 | 42 | | GLA commencing (sq ft) | 507,431 | 507,431 | | New base rent ($) | 17.48 | 18.22 | | Expiring base rent ($) | 16.65 | 15.77 | | Percent growth in base rent | 5.0% | 15.5% | | Average cost per square foot ($) | 5.52 | 5.52 | | Weighted average lease term (years) | 6.9 | 6.9 | Funds from Operations (FFO) Attributable to Common Shareholders and Common OP Unit Holders (in thousands) | Metric | 2019 ($) | 2018 ($) | 2017 ($) | |:--------------------------------------------------------------------|:---------|:---------|:---------| | Net income attributable to Acadia | 53,045 | 31,439 | 61,470 | | Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share) | 89,373 | 85,852 | 83,515 | | Impairment charge (net of noncontrolling interests' share) | 395 | — | 1,088 | | Gain on disposition of properties (net of noncontrolling interests' share) | (19,786) | (994) | (15,565) | | Income attributable to Common OP Unit holders | 3,295 | 2,033 | 3,609 | | Distributions - Preferred OP Units | 540 | 540 | 550 | | **Funds from operations attributable to Common Shareholders and Common OP Unit holders** | **126,862** | **118,870** | **134,667** | | Diluted Funds from operations, per Common Share and Common OP Unit | $1.41 | $1.35 | $1.51 | [Liquidity and Capital Resources](index=44&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Acadia's liquidity uses include **$101.0 million** in distributions and **$514.4 million** in investments, with **$1.7 billion** in consolidated debt and **$431.5 million** of Fund debt maturing in 2020, supported by equity, debt, and unfunded commitments - Primary uses of liquidity: distributions to shareholders/OP unit holders (**$101.0 million** in 2019), investments (property acquisitions, development/re-tenanting), distributions to Fund investors, debt service/repayments, and share repurchases[109](index=109&type=chunk) - Invested **$514.4 million** in **20** new properties within Core and Fund portfolios in 2019[110](index=110&type=chunk) - Remaining capital commitments to Funds aggregated **$86.1 million** as of December 31, 2019[111](index=111&type=chunk) - Capitalized costs for development activities totaled **$25.6 million** in 2019; estimated total cost to complete ongoing projects through 2022 is **$154.0 million** to **$191.3 million** (Acadia's share **$93.0 million** to **$111.1 million**)[112](index=112&type=chunk) Consolidated Debt Summary (in thousands) | Debt Type | December 31, 2019 ($) | December 31, 2018 ($) | |:----------------------------------------|:----------------------|:----------------------| | Total Debt - Fixed and Effectively Fixed Rate | 1,403,324 | 1,001,658 | | Total Debt - Variable Rate | 314,604 | 558,675 | | **Total Debt** | **1,717,928** | **1,560,333** | | Net unamortized debt issuance costs | (10,383) | (10,541) | | Unamortized premium | 651 | 753 | | **Total Indebtedness** | **1,708,196** | **1,550,545** | - Fund debt maturing in 2020 totals **$431.5 million** (weighted-average interest rate of **4.46%**), including **$240.0 million** at Fund II actively seeking refinancing[113](index=113&type=chunk) - Primary sources of capital: public equity/OP Units, secured/unsecured debt, unfunded capital commitments from noncontrolling interests (**$386.8 million** at Dec 31, 2019), asset sales, structured financing repayments, and cash on hand (**$15.8 million** at Dec 31, 2019)[115](index=115&type=chunk)[118](index=118&type=chunk) - ATM Program: sold **5,164,055** Common Shares in 2019 for gross proceeds of **$147.7 million**[116](index=116&type=chunk) Historical Cash Flow (in millions) | Activity | 2019 ($) | 2018 ($) | Variance ($) | |:--------------------------|:---------|:---------|:-------------| | Net cash provided by operating activities | 127.2 | 96.1 | 31.1 | | Net cash used in investing activities | (397.1) | (136.6) | (260.5) | | Net cash provided by (used in) financing activities | 265.0 | (10.3) | 275.3 | | Decrease in cash and restricted cash | (4.8) | (50.8) | 46.0 | [Contractual Obligations](index=47&type=section&id=CONTRACTUAL%20OBLIGATIONS) As of December 31, 2019, Acadia's total contractual obligations were **$2.31 billion**, including **$1.72 billion** in principal debt and **$346.9 million** in lease obligations Contractual Obligations (as of Dec 31, 2019, in millions) | Obligation Type | Total ($) | Less than 1 Year ($) | 1 to 3 Years ($) | 3 to 5 Years ($) | More than 5 Years ($) | |:--------------------------|:----------|:---------------------|:-----------------|:-----------------|:----------------------| | Principal obligations on debt | 1,717.9 | 437.3 | 455.2 | 627.5 | 197.9 | | Interest obligations on debt | 207.4 | 63.1 | 78.1 | 37.4 | 28.8 | | Lease obligations | 346.9 | 7.0 | 13.7 | 13.8 | 312.4 | | Construction commitments | 41.1 | 41.1 | — | — | — | | **Total** | **2,313.3** | **548.5** | **547.0** | **678.7** | **539.1** | [Off-Balance Sheet Arrangements](index=47&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS) Acadia's off-balance sheet arrangements primarily consist of **$180.6 million** in pro-rata mortgage debt from unconsolidated affiliates as of December 31, 2019 Off-Balance Sheet Mortgage Debt from Unconsolidated Affiliates (as of Dec 31, 2019, in thousands) | Investment Property | Operating Partnership Pro-rata Share of Mortgage Debt ($) | Effective Interest Rate | Maturity Date | |:--------------------------|:----------------------------------------------------------|:------------------------|:--------------| | 650 Bald Hill Road | 3,500 | 4.35% | Apr 2020 | | Eden Square | 5,500 | 3.00% | Jun 2020 | | Promenade at Manassas | 5,900 | 3.45% | Dec 2021 | | 3104 M Street | 900 | 5.25% | Dec 2021 | | Family Center at Riverdale | 5,800 | 3.40% | May 2022 | | Gotham Plaza | 9,500 | 3.30% | Jun 2023 | | Renaissance Portfolio | 32,000 | 3.40% | Aug 2023 | | Crossroads | 31,800 | 3.94% | Oct 2024 | | Tri-City Plaza | 5,500 | 3.09% | Oct 2024 | | Frederick Crossing | 4,400 | 3.26% | Dec 2024 | | Frederick County Square | 2,700 | 4.00% | Jan 2025 | | 840 N. Michigan | 65,000 | 4.36% | Feb 2025 | | Georgetown Portfolio | 8,100 | 4.72% | Dec 2027 | | **Total** | **180,600** | | | [Critical Accounting Policies](index=48&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) Acadia's critical accounting policies involve significant estimates and judgments for property valuation, unconsolidated joint ventures, bad debts, and revenue recognition under ASC 842 - Management's discussion and analysis is based on Consolidated Financial Statements prepared in accordance with U.S. GAAP, requiring estimates and judgments[122](index=122&type=chunk) - Critical accounting policies include: valuation of properties (impairment analysis based on undiscounted cash flows), investments in and advances to unconsolidated joint ventures (periodic review for other-than-temporary declines), bad debts (collectability assessment for tenant revenues and general reserves), real estate (capitalization of acquisition/development costs, depreciation, purchase price allocation based on fair value), revenue recognition (straight-line minimum rents, percentage rents, expense reimbursements), and structured financings (held at cost, interest income on effective interest method, allowances based on collateral value)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Rents receivable at December 31, 2019 and 2018 were net of an allowance for doubtful accounts of **$11.4 million** and **$7.9 million**, respectively[124](index=124&type=chunk) [Recently Issued Accounting Pronouncements](index=49&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section refers to Note 1 for details on recently issued and adopted accounting pronouncements - Reference is made to Note 1 for information about recently issued and recently adopted accounting pronouncements[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=7A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Acadia's primary market risk is interest rate exposure on its **$1.7 billion** debt, with **81.7%** fixed-rate and **18.3%** variable-rate as of December 31, 2019 - Primary market risk exposure is to changes in interest rates related to mortgage and other debt[130](index=130&type=chunk) - As of December 31, 2019, total debt was **$1,717.9 million**: **$1,403.3 million** (**81.7%**) fixed-rate (including derivatives) and **$314.6 million** (**18.3%**) variable-rate[130](index=130&type=chunk) - Managed interest rate exposure through fixed-rate debt and **40** interest rate swap agreements (**$948.8 million** notional) and four interest rate cap agreements (**$143.3 million** notional)[130](index=130&type=chunk) - A **100-basis-point** increase in interest rates on variable-rate debt would increase annual interest expense by **$3.1 million** (Acadia's share **$0.3 million**)[133](index=133&type=chunk) - Fair value of total consolidated outstanding debt would decrease by approximately **$11.5 million** if interest rates increase by **1%**, and increase by **$13.6 million** if rates decrease by **1%**[133](index=133&type=chunk) - Interest rate risk exposure decreased from **35.8%** of consolidated debt in 2018 to **18.3%** in 2019[135](index=135&type=chunk) [Information as of December 31, 2019](index=49&type=section&id=Information%20as%20of%20December%2031%2C%202019) As of December 31, 2019, Acadia's **$1.72 billion** consolidated debt was **81.7%** fixed-rate, with **$437.3 million** maturing in 2020 - Total mortgage and other notes payable: **$1,717.9 million** (excluding unamortized premium/costs)[130](index=130&type=chunk) - Fixed-rate debt (including derivatives): **$1,403.3 million** (**81.7%**) at **3.56%** weighted-average interest rate[113](index=113&type=chunk) - Variable-rate debt: **$314.6 million** (**18.3%**) at **3.71%** weighted-average interest rate, with **$143.3 million** subject to interest rate caps[113](index=113&type=chunk) - Scheduled debt maturities in 2020: **$437.3 million** consolidated debt and **$10.1 million** pro-rata share of unconsolidated debt, mostly Fund debt[133](index=133&type=chunk) - A **100-basis-point** increase in interest rates on variable-rate debt would increase annual interest expense by **$3.1 million** (Acadia's share **$0.3 million**)[133](index=133&type=chunk) - Fair value of total consolidated outstanding debt would decrease by approximately **$11.5 million** if interest rates increase by **1%**[133](index=133&type=chunk) [Summarized Information as of December 31, 2018](index=51&type=section&id=Summarized%20Information%20as%20of%20December%2031%2C%202018) As of December 31, 2018, Acadia's **$1.56 billion** total debt was **64.2%** fixed-rate and **35.8%** variable-rate, with hedges including **$609.9 million** in interest rate swaps - Total mortgage and other notes payable: **$1,560.3 million** (excluding unamortized premium/costs)[135](index=135&type=chunk) - Fixed-rate debt (including derivatives): **$1,001.7 million** (**64.2%**)[135](index=135&type=chunk) - Variable-rate debt: **$558.7 million** (**35.8%**) based on LIBOR or Prime rates[135](index=135&type=chunk) - Used **29** interest rate swap agreements (**$609.9 million** notional) and three interest rate cap agreements (**$143.8 million** notional)[135](index=135&type=chunk) - A **100-basis-point** increase in LIBOR would have increased interest expense on variable-rate debt by **$5.6 million** annually[135](index=135&type=chunk) [Changes in Market Risk Exposures from December 31, 2018 to December 31, 2019](index=51&type=section&id=Changes%20in%20Market%20Risk%20Exposures%20from%20December%2031%2C%202018%20to%20December%2031%2C%202019) Acadia's interest rate risk exposure decreased from December 31, 2018, to December 31, 2019, with variable-rate debt falling from **$558.7 million** to **$314.6 million** - Interest rate risk exposure decreased on an absolute basis from **$558.7 million** (2018) to **$314.6 million** (2019)[135](index=135&type=chunk) - Variable-rate debt as a percentage of total consolidated debt decreased from **35.8%** (2018) to **18.3%** (2019)[135](index=135&type=chunk) [Financial Statements and Supplementary Data](index=52&type=section&id=8.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Acadia Realty Trust's audited consolidated financial statements, independent auditor's report, detailed notes, and supplementary schedules for 2017-2019 - Includes audited consolidated financial statements: Balance Sheets, Statements of Income, Comprehensive Income, Shareholders' Equity, and Cash Flows for 2019, 2018, and 2017[136](index=136&type=chunk) - Features the Report of Independent Registered Public Accounting Firm, expressing an unqualified opinion on the consolidated financial statements and internal control over financial reporting[138](index=138&type=chunk)[139](index=139&type=chunk) - Critical audit matters identified include purchase price allocation and assessment of impairment of real estate and real-estate related investments, due to significant management judgment and specialized knowledge required[140](index=140&type=chunk)[142](index=142&type=chunk) - Detailed Notes to Consolidated Financial Statements provide information on organization, accounting policies, real estate, notes receivable, unconsolidated affiliates, debt, financial instruments, equity, leases, segment reporting, compensation, federal income taxes, earnings per share, and quarterly financial information[153](index=153&type=chunk)[179](index=179&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk)[208](index=208&type=chunk)[213](index=213&type=chunk)[222](index=222&type=chunk)[231](index=231&type=chunk)[241](index=241&type=chunk)[247](index=247&type=chunk)[254](index=254&type=chunk)[263](index=263&type=chunk)[266](index=266&type=chunk) - Financial Statement Schedules include Valuation and Qualifying Accounts, Real Estate and Accumulated Depreciation, and Mortgage Loans on Real Estate[136](index=136&type=chunk)[271](index=271&type=chunk)[273](index=273&type=chunk)[282](index=282&type=chunk) [Report of Independent Registered Public Accounting Firm](index=53&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) BDO USA, LLP issued an unqualified opinion on Acadia Realty Trust's 2019 and 2018 consolidated financial statements and internal control over financial reporting - BDO USA, LLP issued an unqualified opinion on the consolidated financial statements for December 31, 2019 and 2018, and for the three years ended December 31, 2019[138](index=138&type=chunk) - Also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2019[138](index=138&type=chunk) - Critical audit matters: purchase price allocation for real estate acquisitions (due to significant judgment in market-based assumptions for cash flow models) and assessment of impairment of real estate and real-estate related investments (due to complexity of judgments on impairment indicators and fair value inputs)[140](index=140&type=chunk)[142](index=142&type=chunk) [Consolidated Balance Sheets](index=55&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2019, Acadia reported total assets of **$4.31 billion**, net real estate investments of **$3.61 billion**, and total equity of **$2.19 billion** Consolidated Balance Sheets (in thousands) | ASSETS | December 31, 2019 ($) | December 31, 2018 ($) | |:------------------------------------------|:----------------------|:----------------------| | Investments in real estate, at cost | | | | Operating real estate, net | 3,355,913 | 3,160,851 | | Real estate under development | 253,402 | 120,297 | | **Net investments in real estate** | **3,609,315** | **3,281,148** | | Notes receivable, net | 114,943 | 111,775 | | Investments in and advances to unconsolidated affiliates | 305,097 | 262,410 | | Other assets, net | 190,658 | 206,408 | | Cash and cash equivalents | 15,845 | 21,268 | | Restricted cash | 14,165 | 13,580 | | Rents receivable | 59,091 | 62,191 | | **Total assets** | **4,309,114** | **3,958,780** | | | | | | LIABILITIES | | | | Mortgage and other notes payable, net | 1,170,076 | 1,017,288 | | Unsecured notes payable, net | 477,320 | 533,257 | | Unsecured line of credit | 60,800 | — | | Accounts payable and other liabilities | 371,516 | 286,072 | | Dividends and distributions payable | 27,075 | 24,593 | | Distributions in excess of income from, and investments in, unconsolidated affiliates | 15,362 | 15,623 | | **Total liabilities** | **2,122,149** | **1,876,833** | | | | | | EQUITY | | | | Acadia Shareholders' Equity | | | | Common shares, $0.001 par value | 87 | 82 | | Additional paid-in capital | 1,706,357 | 1,548,603 | | Accumulated other comprehensive (loss) income | (31,175) | 516 | | Distributions in excess of accumulated earnings | (132,961) | (89,696) | | **Total Acadia shareholders' equity** | **1,542,308** | **1,459,505** | | Noncontrolling interests | 644,657 | 622,442 | | **Total equity** | **2,186,965** | **2,081,947** | | **Total liabilities and equity** | **4,309,114** | **3,958,780** | [Consolidated Statements of Income](index=56&type=section&id=Consolidated%20Statements%20of%20Income) For 2019, Acadia Realty Trust reported total revenues of **$295.3 million** and net income attributable to Acadia of **$53.0 million**, with basic and diluted EPS at **$0.62** Consolidated Statements of Income (in thousands) | Metric | 2019 ($) | 2018 ($) | 2017 ($) | |:------------------------------------------|:---------|:---------|:---------| | **Revenues** | | | | | Rental income | 291,190 | 254,508 | 242,138 | | Other | 4,137 | 5,173 | 6,414 | | **Total revenues** | **295,327** | **259,681** | **248,552** | | **Operating expenses** | | | | | Depreciation and amortization | 125,443 | 117,549 | 104,934 | | General and administrative | 35,416 | 34,343 | 33,756 | | Real estate taxes | 39,315 | 36,712 | 35,946 | | Property operating | 51,153 | 42,679 | 39,958 | | Impairment charges | 1,721 | — | 14,455 | | Other operating | — | 857 | 2,184 | | **Total operating expenses** | **253,048** | **232,140** | **231,233** | | Gain on disposition of properties | 30,324 | 5,140 | 48,886 | | **Operating income** | **72,603** | **32,681** | **66,205** | | Equity in earnings of unconsolidated affiliates | 8,922 | 9,302 | 23,371 | | Interest income | 7,988 | 13,231 | 29,143 | | Other income | 6,947 | — | 5,571 | | Interest expense | (73,788) | (69,978) | (58,978) | | Income (loss) from continuing operations before income taxes | 22,672 | (14,764) | 65,312 | | Income tax provision | (1,468) | (934) | (1,004) | | **Net income (loss)** | **21,204** | **(15,698)** | **64,308** | | Net loss (income) attributable to noncontrolling interests | 31,841 | 47,137 | (2,838) | | **Net income attributable to Acadia** | **$53,045** | **$31,439** | **$61,470** | | Basic and diluted earnings per share | $0.62 | $0.38 | $0.73 | [Consolidated Statements of Comprehensive Income](index=57&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Acadia Realty Trust reported comprehensive income attributable to Acadia of **$21.35 million** for 2019, influenced by net income and a **$36.55 million** other comprehensive loss Consolidated Statements of Comprehensive Income (in thousands) | Metric | 2019 ($) | 2018 ($) | 2017 ($) | |:----------------------------------------------------------|:---------|:---------|:---------| | Net income (loss) | 21,204 | (15,698) | 64,308 | | Other comprehensive (loss) income: | | | | | Unrealized (loss) income on valuation of swap agreements | (35,674) | (2,659) | 634 | | Reclassification of realized interest on swap agreements | (872) | 71 | 3,317 | | **Other comprehensive (loss) income** | **(36,546)** | **(2,588)** | **3,951** | | **Comprehensive (loss) income** | **(15,342)** | **(18,286)** | **68,259** | | Comprehensive loss (income) attributable to noncontrolling interests | 36,696 | 47,627 | (3,377) | | **Comprehensive income attributable to Acadia** | **$21,354** | **$29,341** | **$64,882** | [Consolidated Statements of Shareholders' Equity](index=58&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity) Acadia Realty Trust's total equity increased to **$2.19 billion** as of December 31, 2019, driven by share issuance, noncontrolling interest contributions, and net income Consolidated Statements of Shareholders' Equity (in thousands) | Metric | December 31, 2019 ($) | December 31, 2018 ($) | December 31, 2017 ($) | |:--------------------------------------------------------------------|:----------------------|:----------------------|:----------------------| | **Acadia Shareholders' Equity** | | | | | Common Shares (issued and outstanding) | 87 | 82 | 84 | | Additional Paid-in Capital | 1,706,357 | 1,548,603 | 1,596,514 | | Accumulated Other Comprehensive (Loss) Income | (31,175) | 516 | 2,614 | | Distributions in Excess of Accumulated Earnings | (132,961) | (89,696) | (32,013) | | **Total Acadia Shareholders' Equity** | **1,542,308** | **1,459,505** | **1,567,199** | | Noncontrolling Interests | 644,657 | 622,442 | 648,440 | | **Total Equity** | **2,186,965** | **2,081,947** | **2,215,639** | - Key changes in 2019: Issuance of **5,164** Common Shares for **$145.5 million**, noncontrolling interest contributions of **$161.6 million**, and net income attributable to Acadia of **$53.0 million**[148](index=148&type=chunk) - Offset by: Dividends/distributions declared of **$103.4 million** and a net current period other comprehensive loss of **$36.5 million**[148](index=148&type=chunk)[227](index=227&type=chunk) [Consolidated Statements of Cash Flows](index=59&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In 2019, Acadia's operating activities provided **$127.18 million** in cash, investing activities used **$397.06 million**, and financing activities provided **$265.04 million** Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | 2019 ($) | 2018 ($) | 2017 ($) | |:----------------------------------------------------------|:---------|:---------|:---------| | Net cash provided by operating activities | 127,177 | 96,076 | 114,655 | | Net cash used in investing activities | (397,057) | (136,619) | 4,063 | | Net cash provided by (used in) financing activities | 265,042 | (10,278) | (127,758) | | Decrease in cash and restricted cash | (4,838) | (50,821) | (9,040) | | Cash and restricted cash, beginning of year | 34,848 | 85,669 | 94,709 | | Cash and restricted cash, end of year | $30,010 | $34,848 | $85,669 | - Operating activities provided **$31.1 million** more cash in 2019 compared to 2018, primarily due to property acquisitions and **$10.0 million** from accrued interest collection[118](index=118&type=chunk) - Investing activities used **$260.5 million** more cash in 2019, mainly due to **$209.5 million** more cash used in property acquisitions/leases and **$148.1 million** more in unconsolidated affiliates[118](index=118&type=chunk) - Financing activities provided **$275.3 million** more cash in 2019, primarily from **$145.5 million** more from common share sales, **$114.1 million** more from noncontrolling interest contributions, and **$40.9 million** more from net borrowings[118](index=118&type=chunk) [Notes to Consolidated Financial Statements](index=61&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The Notes provide detailed disclosures on Acadia's financial reporting, covering organization, segment reporting, critical accounting policies, debt, equity, leases, and tax information - Acadia Realty Trust operates as a fully-integrated equity REIT, utilizing an UPREIT structure where the Trust controls **95%** of the Operating Partnership as of December 31, 2019[153](index=153&type=chunk) - The company has three reportable segments: Core Portfolio, Funds, and Structured Financing, wit

Financial Data and Key Metrics Changes - Same-store NOI grew 3.9% for the year and 3.1% during the fourth quarter, driven by a strong fourth quarter 2018 comp [26][30] - Full-year 2019 FFO was $1.41 per share, with fourth quarter FFO at $0.32 per share, aligning with expectations [30][32] - 2020 FFO guidance is anticipated to be between $1.32 and $1.46, with variability due to potential transactional activities [32] Business Line Data and Key Metrics Changes - The street and urban portfolio drove same-store results with growth of approximately 6% in 2019, while suburban portfolio contributed 1% [26][30] - The company completed over $500 million in new acquisitions and $100 million in dispositions during 2019, contributing to a projected $0.05 or roughly 3% annual FFO accretion [14][31] Market Data and Key Metrics Changes - Market rents on Armitage Avenue in Lincoln Park, Chicago, grew approximately 20% over the past two years [11] - The company is seeing increased demand from DTC brands, which are recognizing the importance of physical stores, positively impacting the street and urban portfolio [10][12] Company Strategy and Development Direction - The company is focusing on acquiring high-quality street and urban assets in must-have markets to capture outsized growth [14][19] - The strategy includes a mix of internal growth through same-store NOI and external growth through acquisitions and fund investments [19][21] Management's Comments on Operating Environment and Future Outlook - Management noted a "bumpy bottom" for retail real estate, with improved leasing demand and tenant performance in 2019 compared to previous years [6][7] - The company is well-positioned to benefit from ongoing trends in retail, including the importance of physical stores and the growth of DTC brands [10][12] Other Important Information - The company has a strong balance sheet, with the ability to deploy similar volumes of capital in 2020 as in 2019 [32][33] - The fund platform has achieved mid-teens levered returns through opportunistic acquisitions of out-of-favor suburban shopping centers [16][21] Q&A Session Summary Question: Who is the competition for acquisitions of contiguous high street assets? - Management noted that competition varies, with private funds like Asana Group being involved, but the biggest challenge is getting sellers to understand current market realities [36] Question: How significant is the trend of direct-to-consumer brands opening physical stores? - Management indicated that while not all DTC brands will succeed, there is a growing recognition of the profitability of physical stores, leading to increased demand [38][40] Question: What is the impact of Pier 1 and Forever 21 on same-store NOI? - Management clarified that Forever 21 has been recaptured and is not in the bad debt reserve, while Pier 1 is expected to be recaptured early in the year [44][46] Question: What is the expected growth of the Structured Financing portfolio? - Management stated that the structured financing component has been reduced significantly and will only pursue opportunities that align with their long-term strategy [56] Question: What are the rent bumps in the street and urban portfolio leases? - Management indicated that the average rent bump is around 3%, with shorter lease terms becoming more common [80]

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12002 ACADIA REALTY TRUST (Exact name of registrant in its charter) MARYLAND (State or other jurisdiction of incorporation or organization) 23-2715194 ...

Financial Data and Key Metrics Changes - The third quarter same-store NOI was 3.1%, with street and urban portfolio growing 4.8%, significantly outperforming the suburban portfolio at around 1% [21][22] - Year-to-date same-store portfolio growth was 4.1%, with street and urban contributing 6.6% [21] - The third quarter earnings came in at $0.34 per share, exceeding expectations [28] Business Line Data and Key Metrics Changes - The core portfolio is projected to grow in excess of 4% over the next several years, driven by 3% embedded growth and 1% from profitable redevelopments [20] - Year-to-date, $180 million of core acquisitions have been announced, with a focus on accretive properties in key urban markets [13][16] Market Data and Key Metrics Changes - The company noted a significant increase in tenant demand for key physical locations, indicating a recovery in certain street retail locations [12] - The bankruptcy of Forever 21 had a 30 basis point impact on the quarter, with an expected full-year impact of approximately 100 basis points [23] Company Strategy and Development Direction - The company is focusing on growing cash flow rather than increasing exposure to new development, ensuring leverage and liquidity are at desired levels [8] - The strategy includes acquiring properties that are accretive to NAV and long-term earnings growth, particularly in urban markets [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the economic environment, noting that while there are concerns about a potential recession, the job market and consumer spending remain strong [7] - The company anticipates continued opportunities for growth through careful acquisitions and a strong focus on internal growth [19] Other Important Information - The fund business has seen $330 million in property acquisitions year-to-date, with Fund V now 16% invested [16][33] - The company has raised approximately $140 million of equity to fund its acquisition pipeline and increase liquidity [32] Q&A Session Summary Question: Expectations for same-store NOI growth - Management reaffirmed that the 4% growth target remains intact, but noted the uncertainty around various moving pieces [42] Question: Impact of Uniqlo lease on P&L - The Uniqlo lease will start impacting cash rent in late Q4, with straight-line adjustments recognized from the turnover day [45] Question: Total square footage of Melrose Place acquisitions - Details will be provided upon closing of the acquisitions [46] Question: Comparison of street and urban markets in LA vs. other cities - Management highlighted the unique opportunities in LA, emphasizing the importance of retailer conversations to identify profitable locations [49] Question: Impact of Forever 21 bankruptcy - The bankruptcy resulted in a full reserve for one month’s rent, impacting the quarter’s results [55] Question: Future investment activity - Management indicated a potential increase in investment activity, with more realistic seller expectations emerging [57] Question: Cap rate expectations for Fund V - There is uncertainty regarding cap rate movements, but management remains optimistic about achieving returns despite market fluctuations [62] Question: Growth strategy in Los Angeles - The company is focused on Melrose Place for now but is open to exploring other opportunities if they arise [70]

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12002 ACADIA REALTY TRUST (Exact name of registrant in its charter) MARYLAND (State or other jurisdiction of incorporation or organization) 23-2715194 (I.R. ...

Acadia Realty Trust (NYSE:AKR) Q2 2019 Results Conference Call July 23, 2019 12:00 PM ET Company Participants Destiny Nelson - Finance Intern Ken Bernstein - President and Chief Executive Officer John Gottfried - Senior Vice President and Chief Financial Officer Amy Racanello - Senior Vice President, Capital Markets and Investments Conference Call Participants Craig Schmidt - Bank of America Christy McElroy - Citi Todd Thomas - KeyBanc Capital Markets Vince Tibone - Green Street Advisors Michael Mueller - J ...

Acadia Realty Trust (NYSE:AKR) Q1 2019 Earnings Conference Call April 25, 2019 12:00 PM ET Company Participants Angie Cho – Property Accountant Ken Bernstein – President and Chief Executive Officer John Gottfried – Chief Financial Officer Conference Call Participants Christine McElroy – Citi Todd Thomas – KeyBanc Capital market Craig Schmidt – Bank of America Vince Tibone – Green Street Advisors Michael Mueller – JPMorgan Operator Good day, ladies and gentlemen, and welcome to the Acadia Trust Q1 2019 Earni ...

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12002 ACADIA REALTY TRUST (Exact name of registrant in its charter) MARYLAND (State or other jurisdiction of incorporation or organization) 23-2715194 (I.R ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12002 ACADIA REALTY TRUST (Exact name of registrant as specified in its charter) Maryland 23-2715194 (State of incorporation) (I.R.S. employer identi ...

Financial Data and Key Metrics Changes - The company reported a same-store NOI growth of 4.1% for Q4 2018, driven by profitable leasing within the street and urban portfolio [21] - Full-year earnings were in line with expectations at $0.36 per share, with the core portfolio performing at the high end [24] - The company anticipates 2019 FFO ranging from $1.34 to $1.46, with solid NOI growth expected [25] Business Line Data and Key Metrics Changes - The company achieved over 95% of its $8 million NOI goal for 2018, with remaining inventory projected to yield approximately $1 million of NOI [21][22] - New leases in the street and urban portfolio showed cash and GAAP spreads of approximately 9.4% and 16.5% respectively [24] Market Data and Key Metrics Changes - The company noted a significant improvement in tenant interest from 2017 to 2018, particularly in key urban markets [10] - Retailers are increasingly selective about locations, with a notable shift in sentiment and activity observed in the leasing market [9] Company Strategy and Development Direction - The company is focused on high barrier to entry retail assets in key gateway markets, aiming for 4% annual NOI growth over the next several years [10][18] - Redevelopment projects are underway, including a lease with Whole Foods at City Center in San Francisco, which is expected to enhance the property [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ongoing separation between successful and struggling retailers, indicating a positive outlook for the leasing fundamentals [5][10] - The company is cautious about construction costs and tenant demand, emphasizing the need for discipline in development projects [17] Other Important Information - The company announced the retirement of a key acquisition team member, Joel Braun, while expressing confidence in the new leadership [19] - The balance sheet remains strong, with no unfunded capital commitments and a focus on maintaining a disciplined approach to acquisitions [26] Q&A Session Summary Question: Investment opportunity set and acquisition strategy - Management indicated a pipeline equivalent to the previous year's volume, focusing on higher-yielding assets while remaining selective [30][31] Question: Impact of recaptured lease on economic trajectory - Management clarified that the $0.07 impact has no effect on same-store NOI and projected a downtime of six to seven months for the lease [34][35] Question: Same-store NOI spreads between portfolios - Management explained that suburban rent growth is historically low, while street and urban portfolios are experiencing stronger growth due to improved retailer interest [39][40] Question: Pricing movement in the private market - Management noted that rents have become more realistic, with a willingness among sellers to recognize market conditions, potentially allowing for new acquisitions [46][47] Question: Update on City Point leasing - Management highlighted significant demand for Alamo Drafthouse and DeKalb Market, indicating a positive shift in leasing momentum [52][53] Question: Suburban portfolio growth expectations - Management expressed cautious optimism for suburban growth, projecting it to be better than flat, but acknowledging potential headwinds from market conditions [60]