Maryland

1-12002

23-2715194

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Exhibit

Number

 Description

99.1

 Press release of the Company dated July 22, 2019.

99.2

 Supplemental Reporting Information of the Company as of and for the quarter ended June 30, 2019.

ACADIA REALTY TRUST

Dated:

(Registrant)

By:

/s/ John Gottfried

Name:

John Gottfried

July 25, 2019

Title:

Sr. Vice President and Chief Financial Officer

•

Earnings: Generated GAAP earnings per share of $0.11 and FFO per share of $0.36 for the second quarter

•

Core Portfolio Operating Results:

◦

Driven by the strength of its street and urban portfolio, the Company generated higher than expected same-property net operating income growth of 4.8% for the second quarter (excluding redevelopments)

◦

Continued leasing progress across the portfolio including the execution of several key street leases in Chicago and New York City

◦

Reported 94.6% leased occupancy as of June 30, 2019

•

Core Acquisition Activity: During the second quarter, the Company entered into an additional agreement to acquire a property in Soho for $24.8 million. To date, the Company has acquired, or entered into contracts to acquire $121.6 million in properties located in Soho

•

Fund Acquisition Activity: During the second quarter, the Company completed $129.2 million of Fund V investments and $177.8 million year to date. Additionally, Fund V has in excess of $100.0 million of investments under contract and agreements in principle  

•

Balance Sheet: Maintained conservative leverage levels by match-funding its acquisitions and pre-funding its acquisitions under contract; raising proceeds through June 30, 2019 of $75.1 million at an average gross issuance price per share of $28.58 through the Company’s at-the-market (“ATM”) program. At June 30, 2019, substantially all of Core debt was fixed at an average rate of 3.7%

•

Guidance Update: The Company raised its full-year 2019 guidance ranges as follows: same-property net operating income growth 3.5% to 4.5%, earnings per share $0.39 to $0.46 and FFO per share $1.38 to $1.44 up from the previous ranges of 3.0% to 4.0%, $0.35 to $0.46 and $1.34 to $1.46, respectively, to reflect the accretive impact of external growth and the continued strength in its Core Portfolio

•

Presented below is the revised annual 2019 guidance reflecting the accretive impact of its external growth described above and the continued strength in its Core Portfolio:

2019 Guidance

Revised

Prior

Net income per share attributable to Common Shareholders

$0.39 to $0.46

$0.35 to $0.46

Impact of transactional activity and tenant recapture

(0.09) to (0.12)

(0.08) to (0.13)

Depreciation of real estate and amortization of leasing costs

(net of noncontrolling interests' share)

0.96

0.96

Gain on disposition of properties (net of noncontrolling interests' share)

—

—

Noncontrolling interest in Operating Partnership

0.02

0.02

Funds from operations, prior to

   additional transactional activity, per share

1.28 to 1.32

1.25 to 1.31

Fund acquisitions and related fees

0.01 to 0.02

0.01 to 0.03

Net Promote and other transactional income

0.02 to 0.03

0.01 to 0.05

Accelerated tenant recapture - GAAP adjustments

0.07

0.07

Funds from operations per share attributable to Common Shareholders and Common OP Unit holders

$1.38 to $1.44

$1.34 to $1.46

Three Months Ended

June 30,

Six Months Ended

June 30,

2019

2018

2019

2018

Revenues

Rental income

$

69,942

$

51,322

$

143,945

$

102,101

Expense reimbursements ^(b)

—

10,598

—

21,806

Other

1,120

1,649

1,917

2,786

Total revenues

71,062

63,569

145,862

126,693

Operating expenses

Depreciation and amortization

30,304

29,503

60,637

58,079

General and administrative

9,034

7,907

17,357

16,377

Real estate taxes

9,852

7,031

19,455

15,990

Property operating

13,386

12,524

25,733

22,862

Impairment charge

1,400

—

1,400

—

Other operating

—

305

—

385

Total operating expenses

63,976

57,270

124,582

113,693

Gain on disposition of properties

—

33

2,014

33

Operating income

7,086

6,332

23,294

13,033

Equity in earnings of unconsolidated affiliates

3,559

5,019

5,830

6,703

Interest and other income

4,142

3,289

6,412

7,026

Interest expense

(19,759

)

(16,915

)

(37,618

)

(32,805

)

Loss from continuing operations before income taxes

(4,972

)

(2,275

)

(2,082

)

(6,043

)

Income tax (provision) benefit

(265

)

5

(219

)

(387

)

Net loss

(5,237

)

(2,270

)

(2,301

)

(6,430

)

Net loss attributable to noncontrolling interests

14,317

9,935

23,578

21,514

Net income attributable to Acadia

$

9,080

$

7,665

$

21,277

$

15,084

Less: net income attributable to participating securities

(27

)

(47

)

(99

)

(91

)

Net income attributable to Common Shareholders - basic and diluted earnings per share

$

9,053

$

7,618

$

21,178

$

14,993

Weighted average shares for diluted earnings per share

83,704

81,756

82,873

82,592

Net Earnings per share - basic and diluted ^(c)

$

0.11

$

0.09

$

0.26

$

0.18

Three Months Ended

June 30,

Six Months Ended

June 30,

2019

2018

2019

2018

Net income attributable to Acadia

$

9,080

$

7,665

$

21,277

$

15,084

Depreciation of real estate and amortization of leasing costs (net of

   noncontrolling interests' share)

21,722

21,586

43,721

42,671

Impairment charge (net of noncontrolling interests' share)

321

—

321

—

Gain on disposition of properties (net of noncontrolling interests’ share)

—

—

(384

)

—

Income attributable to Common OP Unit holders

587

498

1,382

975

Distributions - Preferred OP Units

135

135

270

270

Funds from operations attributable to Common Shareholders and Common OP Unit holders

$

31,845

$

29,884

$

66,587

$

59,000

Funds From Operations per Share - Diluted

Weighted average number of Common Shares and Common OP Units ^(e)

89,530

87,485

88,744

88,272

Diluted Funds from operations, per Common Share and Common OP Unit

$

0.36

$

0.34

$

0.75

$

0.67

Three Months Ended

June 30,

Six Months Ended

June 30,

2019

2018

2019

2018

Consolidated operating income

$

7,086

$

6,332

$

23,294

$

13,033

Add back:

General and administrative

9,034

7,907

17,357

16,377

Depreciation and amortization

30,304

29,503

60,637

58,079

Impairment charge

1,400

—

1,400

—

Less:

Above/below market rent, straight-line rent and other adjustments

(3,331

)

(5,577

)

(12,629

)

(11,104

)

Gain on disposition of properties

—

(33

)

(2,014

)

(33

)

Consolidated NOI

44,493

38,132

88,045

76,352

Noncontrolling interest in consolidated NOI

(12,084

)

(8,804

)

(25,062

)

(17,431

)

Less: Operating Partnership's interest in Fund NOI included above

(3,309

)

(2,304

)

(6,813

)

(4,461

)

Add: Operating Partnership's share of unconsolidated joint ventures NOI ^(f)

6,670

6,428

13,265

12,076

NOI - Core Portfolio

$

35,770

$

33,452

$

69,435

$

66,536

As of

June 30,

2019

December 31,

2018

ASSETS

Investments in real estate, at cost

Land

$

732,422

$

710,469

Buildings and improvements

2,809,108

2,745,982

Construction in progress

36,721

44,092

Properties under capital lease ^(b)

—

76,965

Right-of-use assets - finance leases ^(b)

93,796

—

Right-of-use assets - operating leases ^(b)

56,279

—

3,728,326

3,577,508

Less: Accumulated depreciation

(458,762

)

(416,657

)

Operating real estate, net

3,269,564

3,160,851

Real estate under development

211,199

120,297

Net investments in real estate

3,480,763

3,281,148

Notes receivable, net

94,662

109,613

Investments in and advances to unconsolidated affiliates

320,477

262,410

Other assets, net

200,124

208,570

Assets of properties held for sale

6,291

—

Cash and cash equivalents

33,749

21,268

Rents receivable

61,438

62,191

Restricted cash

12,418

13,580

Total assets

$

4,209,922

$

3,958,780

LIABILITIES

Mortgage and other notes payable, net

$

1,025,869

$

1,017,288

Unsecured notes payable, net

620,207

533,257

Unsecured line of credit

39,000

—

Accounts payable and other liabilities ^(b)

384,290

286,072

Dividends and distributions payable

25,418

24,593

Distributions in excess of income from, and investments in, unconsolidated affiliates

15,032

15,623

Total liabilities

2,109,816

1,876,833

Commitments and contingencies

EQUITY

Acadia Shareholders' Equity

Common shares, $0.001 par value, authorized 200,000,000 shares, issued and outstanding 84,452,945 and 81,557,472 shares, respectively

84

82

Additional paid-in capital

1,625,906

1,548,603

Accumulated other comprehensive (loss) income

(29,570

)

516

Distributions in excess of accumulated earnings

(115,224

)

(89,696

)

Total Acadia shareholders’ equity

1,481,196

1,459,505

Noncontrolling interests

618,910

622,442

Total equity

2,100,106

2,081,947

Total liabilities and equity

$

4,209,922

$

3,958,780

(a)

For additional information and analysis concerning the Company’s balance sheet and results of operations, reference is made to the Company’s Quarterly Supplemental Disclosure furnished on Form 8-K to the SEC and included on the Company’s website at www.acadiarealty.com.

(b)

Effective January 1, 2019, expense reimbursements are combined with Rental income on the consolidated statements of income, right-of-use assets have been established under operating real estate and lease liabilities within accounts payable and other liabilities on the consolidated balance sheets in accordance with Accounting Standards Codification 842, Leases. For more information about the implementation of ASC 842, please refer to the Company’s current Quarterly Report on Form 10-Q.

(c)

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Shares were exercised or converted into Common Shares. The effect of the conversion of Common OP Units is not reflected in the above table as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on the same basis and reflected as noncontrolling interests in the consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share.

(d)

The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and net property operating income (“NOI”) to be appropriate supplemental disclosures of operating performance for an equity REIT due to their widespread acceptance and use within the REIT and analyst communities. FFO and NOI are presented to assist investors in analyzing the performance of the Company. They are helpful as they exclude 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 depreciable real estate. In addition, NOI excludes interest expense. The Company’s method of calculating FFO and NOI 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 generally accepted accounting principles (“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 the Company’s performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, the Company defines FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property, plus depreciation and amortization, impairment of depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures.

(e)

In addition to the weighted-average Common Shares outstanding, basic and diluted FFO also assume full conversion of a weighted-average 5,124 thousand and 4,966 thousand OP Units into Common Shares for the quarters ended June 30, 2019 and 2018 and 5,169 thousand and 4,966 thousand OP Units into Common Shares for the six months ended June 30, 2019 and 2018, respectively. Diluted FFO also includes: (i) the assumed conversion of Preferred OP Units into 499 thousand Common Shares for the quarters ended June 30, 2019 and 2018 and for the six months ended June 30, 2019 and 2018; and (ii) the effect of 203 thousand and 264 thousand restricted share units and LTIP units for the quarters ended June 30, 2019 and 2018 and 203 thousand and 216 thousand for the six months ended June 30, 2019 and 2018, respectively.

(f)

The Pro-rata share of NOI is based upon our stated ownership percentages in each operating agreement. Does not include the Operating Partnership's share of NOI from unconsolidated joint ventures within the Funds.

Table of Contents

Supplemental Report – June 30, 2019

Section I - Second Quarter 2019 Earnings Press Release

Section II - Financial Information

Section III – Core Portfolio Information

Company Information

3

Core Properties

25

Market Capitalization

4

Core Top Tenants

29

Operating Statements

Core Lease Expirations

30

Consolidated Income Statements

5

Core New and Renewal Rent Spreads

31

Income Statement - Pro-rata Adjustments

7

Core Capital Expenditures

32

Consolidated Balance Sheet

8

Balance Sheet - Pro-rata Adjustments

9

Funds from Operations (“FFO”), Adjusted FFO (“AFFO”)

11

EBITDA

12

Same Property Net Operating Income

13

Fee Income

14

Section IV - Fund Information

Structured Financing

15

Other Information

Fund Overview

33

Transactional Activity

16

Fund Properties

34

2019 Guidance

17

Fund Lease Expirations

37

Net Asset Valuation Information

18

Development and Redevelopment Activity

38

Selected Financial Ratios

19

Debt Analysis

Summary

21

Detail

22

Maturities

24

Important Notes

40

Supplemental Report – June 30, 2019

Company Information

Acadia Realty Trust is a fully-integrated equity real estate investment trust, focused on the ownership, acquisition, redevelopment and management of high-quality retail properties located in key street and urban retail corridors as well as suburban locations within high-barrier-to-entry, densely-populated metropolitan areas. Acadia owns, or has an ownership interest in, these properties through its Core Portfolio and through a series of opportunistic/value-add investment funds. Additional information may be found on the Company’s website at www.acadiarealty.com.

Contact Information

Corporate Headquarters

Investor Relations

New York Stock Exchange

411 Theodore Fremd Avenue

Amy Racanello

Symbol AKR

Suite 300

Senior Vice President,

Rye, NY 10580

Capital Markets & Investments

(914) 288-3345

aracanello@acadiarealty.com

Analyst Coverage

Bank of America / Merrill Lynch

BTIG

KeyBanc Capital Markets, Inc.

Craig Schmidt - (646) 855-3640

Michael Gorman - (212) 738-6138

Todd Thomas - (917) 368-2286

craig.schmidt@baml.com

mgorman@btig.com

tthomas@key.com

Green Street Advisors

Citigroup - Global Markets

J.P. Morgan Securities, Inc.

Daniel Busch - (949) 640-8780

Christy McElroy - (212) 816-6981

Michael W. Mueller, CFA - (212) 622-6689

dbusch@greenstreetadvisors.com

christy.mcelroy@citi.com

michael.w.mueller@jpmorgan.com

3

Market Capitalization

Supplemental Report – June 30, 2019

(Including pro-rata share of Fund debt, in thousands)

Changes in Total Outstanding Common

Weighted Average

Total Market

Capitalization

Shares and OP Units (in thousands)

Diluted EPS

FFO

Capitalization

($)

%

Based on Net

Debt ¹

Common

Shares

Common OP Units

Total

Quarter

YTD

Quarter

YTD

Equity Capitalization

Common Shares

84,453

Balance at 12/31/2018

81,557

5,030

86,587

Common Operating Partnership ("OP") Units

5,113

Other

5

276

281

Combined Common Shares and OP Units

89,566

Share issuances

971

—

971

OP Conversions

175

(175

)

—

Share Price at June 30, 2019

$

27.37

Balance at 3/31/2019

82,708

5,131

87,839

82,037

82,037

87,969

87,969

Other

16

15

31

Equity Capitalization - Common Shares and OP Units

$

2,451,421

Share issuances

1,696

—

1,696

Preferred OP Units

13,667

²

OP Conversions

33

(33

)

—

Total Equity Capitalization

2,465,088

71%

72%

Balance at 6/30/2019

84,453

5,113

89,566

83,704

82,873

89,530

88,744

Debt Capitalization

Consolidated debt

1,695,703

Adjustment to reflect pro-rata share of debt

(706,838

)

Total Debt Capitalization

988,865

29%

28%

Total Market Capitalization

$

3,453,953

³

100%

100%

1.

Reflects debt net of Core Portfolio cash of $7,881 and pro-rata share of Funds cash of $8,102 for total cash netted against debt of $15,983.

2.

Represents 188 Series A and 136,593 Series C Preferred OP Units convertible into 25,067 and 474,278 Common OP Units, respectively, multiplied by the Common Share price at quarter end.

3.

Market capitalization comprises (fixed-rate debt includes notional principal fixed through interest rate swap transactions):

4

Consolidated Income Statement

Supplemental Report – June 30, 2019

(in thousands)

June 30, 2019 ¹

CONSOLIDATED INCOME STATEMENT

Quarter

Year to Date

Revenues

Rental income

$

69,942

$

143,945

Expense reimbursements ²

—

—

Other

1,120

1,917

Total revenues

71,062

145,862

Operating expenses

Depreciation and amortization

30,304

60,637

General and administrative

9,034

17,357

Real estate taxes

9,852

19,455

Property operating

13,386

25,733

Impairment charge

1,400

1,400

Total operating expenses

63,976

124,582

Gain on disposition of properties

—

2,014

Operating income

7,086

23,294

Equity in earnings of unconsolidated affiliates

3,559

5,830

Interest and other income

4,142

6,412

   Interest expense

(19,759

)

(37,618

)

Loss from continuing operations before income taxes

(4,972

)

(2,082

)

Income tax provision

(265

)

(219

)

Net loss

(5,237

)

(2,301

)

Net loss attributable to noncontrolling interests

14,317

23,578

Net income attributable to Acadia

$

9,080

$

21,277

5

Income Statement - Detail

Supplemental Report – June 30, 2019

(in thousands)

June 30, 2019 ¹

CORE PORTFOLIO AND FUND INCOME

Quarter

Year to Date

PROPERTY REVENUES

Minimum rents

$

53,143

$

104,508

Percentage rents

96

292

Expense reimbursements - CAM ²

5,336

10,914

Expense reimbursements - Taxes ²

7,895

15,654

Other property income

733

1,235

Total Property Revenues