SEC Filing - Acadia Realty Trust

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8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2022

Acadia Realty Trust

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-12002	23-2715194
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

411 Theodore Fremd Avenue Suite 300
Rye, New York		10580
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 914 2883100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares of beneficial interest, par value $0.001 per share	AKR	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On February 14, 2022, the management and the audit committee of the board of trustees (the “Audit Committee”) of Acadia Realty Trust (the “Company”), in consultation with BDO USA LLP (“BDO”), the Company’s independent registered public accounting firm, determined that the Company’s previously issued financial statements and the audit reports thereon, as of and for the years ended December 31, 2020 and 2019, and as of and for each of the quarterly periods ended March 31, 2021 and 2020, June 30, 2021 and 2020, September 30, 2021 and 2020, and December 31, 2020 (collectively, the “Prior Period Financial Statements”), should no longer be relied upon due to an error in accounting treatment at the time of formation related to the improper consolidation of two Fund investments that are less-than-wholly-owned through the Company's opportunity funds (the "Fund Investments"). These two Fund Investments, which were formed in 2012 and 2013, will be adjusted from consolidated investments to investments in unconsolidated affiliates. Management and the Audit Committee have determined that these accounting changes will require a restatement of the Prior Period Financial Statements.

As part of the Company’s normal annual reporting process prior to releasing its 2021 fourth quarter and year-to-date December 31, 2021 results and prior to completion of the related audit, the Company and BDO identified the restatement items described in more detail below. The Company has since reevaluated its accounting and determined that it needs to correct the previous accounting for such items. The restatement:

•

is based on an error in the application of generally accepted accounting principles ("GAAP") as they relate to the consolidation of subsidiaries, which involves significant judgment and is related to the presentation of the Fund Investments within the Company’s consolidated balance sheets, statements of operations and statements of cash flows. The consolidation error, excluding the immaterial previously unrecorded adjustments noted below, had no impact on net income, funds from operations ("FFO"), or distributions in excess of earnings. However, substantially all of the changes to the consolidated balance sheets at each of December 31, 2020 and 2019 were due to the consolidation error as follows:

a $55.8 million and $57.4 million reduction in total assets, which includes a $23.0 million and $14.8 million increase to investments in unconsolidated affiliates; a $58.0 million and $59.3 million reduction in total liabilities; and a $2.3 million and $2.1 million increase to noncontrolling interests.

•

also includes other immaterial previously unrecorded adjustments, which had a minor impact on previously-reported net income (loss) and net earnings (loss) per share, FFO and FFO per share, and FFO before special items:

the impact on net income attributable to Acadia for the nine months ended September 30, 2021, the year ended December 31, 2020 and the year ended December 31, 2019 was a (reduction) increase of ($0.7) million or ($0.01) per share, ($0.2) million or ($0.01) per share, and $0.8 million or $0.01 per share, respectively;

the impact on FFO for the nine months ended September 30, 2021, the year ended December 31, 2020 and the year ended December 31, 2019 was a (reduction) increase of ($0.7) million or ($0.01) per share, ($0.1) million or $0.00 per share, and $0.7 million or $0.01 per share, respectively;

the impact on FFO before special items for the nine months ended September 30, 2021, the year ended December 31, 2020 and the year ended December 31, 2019 was an increase of $0, $0, and $0.7 million or $0.01 per share, respectively; and

•

is described in more detail in tables included in Exhibit 99.1 attached hereto, which illustrate the impact of the adjustments on selected financial statement schedules for the quarters and year-to-date periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and the quarter and year ended December 31, 2020 (exhibit 99.1 is not incorporated by reference in this Item 4.02). A detailed illustration of the restatement impact on other financial statement schedules and other affected periods will be provided in future filings as discussed below.

The Company’s internal review is ongoing and the Company may identify further errors. There can be no assurance that the actual effects of the error corrections will be only as described above.

The Company expects that its Annual Report on Form 10-K for the year ended December 31, 2021 will disclose a material weakness in its internal controls over financial reporting due to the restatement items discussed above. As such, BDO’s report on the Company’s internal control over financial reporting as of December 31, 2020 should no longer be relied upon. The changes that will be recorded did not result from any override of controls or misconduct, and BDO has not informed the Audit Committee of any issues related to an override of controls or misconduct.

The Company expects to restate its financial statements as of and for the years ended December 31, 2020 and 2019 and for each of the

quarterly periods ended March 31, 2021 and 2020, June 30, 2021 and 2020, September 30, 2021 and 2020 and December 31, 2020 (collectively, the “Restated Financial Statements”), in its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”). The Company is working diligently with BDO to finalize the Restated Financial Statements and aims to file its 2021 10-K, including the Restated Financial Statements, within the filing deadline, as extended for the current circumstances under applicable rules of the Securities and Exchange Commission (the "SEC").

Management and the Audit Committee have discussed with BDO the matters disclosed in this Item 4.02(a).

Item 7.01. Regulation FD Disclosure.

Set forth in Exhibit 99.1 is certain unaudited financial information as of and for the quarters and year-to-date periods ended March 31, 2021, June 30, 2021, September 31, 2021 and December 31, 2020, and unaudited restated balance sheet as of December 31, 2020, restated as further described under Item 4.02.

The information included in this Item 7.01, including the information included in Exhibit 99.1 attached hereto, is intended to be “furnished” pursuant to Item 7.01, and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, or otherwise subject to the liabilities of Sections 11 and 12(a)(2) of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements regarding the nature and extent of the accounting errors discussed above, and the expected impact of the restatement on the Company’s prior and future financial statements, financial position and results of operation. These forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risks related to additional information that may arise prior to the filing of the Restated Financial Statements; the timing and ultimate conclusions of BDO regarding the audit of the Company’s financial statements, and the completion and filing of the 2021 10-K taking longer than expected. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings and reports with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2020, and supplemented by other filings and reports that are filed by the Company from time to time with the SEC. The Company disclaims any obligation to update forward-looking statements.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits

Exhibit Number	Description
99.1	Unaudited restated results of operations, restated funds from operations, and restated net operating income as of and for the quarters and year to date periods ended March 31, 2021, June 30, 2021, September 31, 2021 and December 31, 2020; and unaudited restated balance sheet as of December 31, 2020
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)

SIGNATURES

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


			Acadia Realty Trust

Date:	February 15, 2022	By:	/s/ John Gottfried
			John Gottfried Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

The following unaudited tables illustrate the adjustments to the financial tables previously reported in the Company's first quarter 2021, second quarter 2021, third quarter 2021 and fourth quarter 2020 earnings releases, some of from which the restated amounts will be presented in the Company's fourth quarter 2021 earnings release or supplemental report (amounts in thousands, except per share data):


	Three Months Ended December 31, 2020										Year Ended December 31, 2020
Statements of Operations ($ in thousands)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated
Revenues
Rental income	$	67,606		$	(1,134	)	(a)	$	66,472		$	251,002		$	(4,570	)	(a)	$	246,432
Other		1,404			6		(a)		1,410			4,482			(6	)	(a)		4,476
Total revenues		69,010			(1,128	)			67,882			255,484			(4,576	)			250,908

Operating expenses
Depreciation and amortization		48,166			(722	)	(a)		47,444			149,793			(2,564	)	(a,b)		147,229
General and administrative		9,640			30		(a)		9,670			36,055			(257	)	(a)		35,798
Real estate taxes		11,672			(263	)	(a)		11,409			43,505			(1,028	)	(a)		42,477
Property operating		14,910			(306	)	(a)		14,604			56,595			(1,044	)	(a)		55,551
Impairment charges		34,049			—				34,049			85,598			—				85,598
Total operating expenses		118,437			(1,261	)			117,176			371,546			(4,893	)			366,653

Gain on disposition of properties		174			—				174			683			—				683
Operating (loss) income		(49,253	)		133				(49,120	)		(115,379	)		317				(115,062	)

Equity in (losses) earnings of unconsolidated affiliates		(1,082	)		(421	)	(a)		(1,503	)		(1,237	)		(1,820	)	(a)		(3,057	)
Interest and other income		1,823			—				1,823			8,979			—				8,979
Realized and unrealized holding gains on investments and other		34,595			(568	)	(b)		34,027			113,930			(568	)	(b)		113,362
Interest expense		(17,687	)		569		(a)		(17,118	)		(72,060	)		2,479		(a)		(69,581	)
(Loss) income from continuing operations before income taxes		(31,604	)		(287	)			(31,891	)		(65,767	)		408				(65,359	)
Income tax (provision) benefit		(1,012	)		—				(1,012	)		(271	)		2		(a)		(269	)
Net (loss) income		(32,616	)		(287	)			(32,903	)		(66,038	)		410				(65,628	)
Net loss attributable to noncontrolling interests		21,891			155		(a,b)		22,046			57,279			(604	)	(a,b)		56,675
Net (loss) income attributable to Acadia	$	(10,725	)	$	(132	)		$	(10,857	)	$	(8,759	)	$	(194	)		$	(8,953	)

Less: net income attributable to participating securities		—			—				—			(233	)		—				(233	)
Net (loss) income attributable to Common Shareholders - basic and diluted earnings per share	$	(10,725	)	$	(132	)		$	(10,857	)	$	(8,992	)	$	(194	)		$	(9,186	)

Weighted average shares for basic loss and basic and diluted earnings per share		86,311			—				86,311			86,442			—				86,442

Net loss per share - basic, Net earnings per share - basic and diluted	$	(0.12	)	$	(0.01	)		$	(0.13	)	$	(0.10	)	$	(0.01	)		$	(0.11	)

Exhibit 99.1


	Three Months Ended March 31, 2021
Statement of Operations ($ in thousands)	As Previously Reported			Adjustments				As Restated
Revenues
Rental income	$	67,205		$	(1,207	)	(a)	$	65,998
Other		2,189			—				2,189
Total revenues		69,394			(1,207	)			68,187

Operating expenses
Depreciation and amortization		31,390			(750	)	(a)		30,640
General and administrative		8,996			(4	)	(a)		8,992
Real estate taxes		11,462			(256	)	(a)		11,206
Property operating		13,477			(268	)	(a)		13,209
Total operating expenses		65,325			(1,278	)			64,047

Gain on disposition of properties		4,612			—				4,612
Operating income		8,681			71				8,752

Equity in earnings of unconsolidated affiliates		2,263			(381	)	(a)		1,882
Interest and other income		1,700			—				1,700
Realized and unrealized holding gains on investments and other		6,507			(1,382	)	(b)		5,125
Interest expense		(17,141	)		550		(a)		(16,591	)
Income from continuing operations before income taxes		2,010			(1,142	)			868
Income tax provision		(150	)		2		(a)		(148	)
Net income		1,860			(1,140	)			720
Net loss attributable to noncontrolling interests		3,302			801		(a,b)		4,103
Net income attributable to Acadia	$	5,162		$	(339	)		$	4,823

Less: net income attributable to participating securities		(156	)		—				(156	)
Net income attributable to Common Shareholders - basic and diluted earnings per share	$	5,006		$	(339	)		$	4,667

Weighted average shares for basic and diluted earnings per share		86,346			—				86,346

Net earnings per share - basic and diluted	$	0.06		$	(0.01	)		$	0.05


	Three Months Ended June 30, 2021										Six Months Ended June 30, 2021
Statements of Operations ($ in thousands)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated
Revenues
Rental income	$	73,666		$	(1,597	)	(a)	$	72,069		$	140,871		$	(2,804	)	(a)	$	138,067
Other		994			(6	)	(a)		988			3,183			(6	)	(a)		3,177
Total revenues		74,660			(1,603	)			73,057			144,054			(2,810	)			141,244

Operating expenses
Depreciation and amortization		31,345			(805	)	(a)		30,540			62,735			(1,555	)	(a)		61,180
General and administrative		10,671			(18	)	(a)		10,653			19,667			(22	)	(a)		19,645
Real estate taxes		12,504			(290	)	(a)		12,214			23,966			(546	)	(a)		23,420
Property operating		12,890			(254	)	(a)		12,636			26,367			(522	)	(a)		25,845
Total operating expenses		67,410			(1,367	)			66,043			132,735			(2,645	)			130,090

Gain on disposition of properties		5,909			—				5,909			10,521			—				10,521
Operating income		13,159			(236	)			12,923			21,840			(165	)			21,675

Equity in earnings of unconsolidated affiliates		1,106			(207	)	(a)		899			3,369			(588	)	(a)		2,781
Interest and other income		2,054			—				2,054			3,754			—				3,754
Realized and unrealized holding gains on investments and other		2,711			(869	)	(b)		1,842			9,218			(2,251	)	(b)		6,967
Interest expense		(17,605	)		554		(a)		(17,051	)		(34,746	)		1,104		(a)		(33,642	)
Income from continuing operations before income taxes		1,425			(758	)			667			3,435			(1,900	)			1,535
Income tax provision		(194	)		2		(a)		(192	)		(344	)		4		(a)		(340	)

Exhibit 99.1


Net income		1,231			(756	)			475			3,091			(1,896	)			1,195
Net loss attributable to noncontrolling interests		2,687			555		(a,b)		3,242			5,989			1,356		(a,b)		7,345
Net income attributable to Acadia	$	3,918		$	(201	)		$	3,717		$	9,080		$	(540	)		$	8,540

Less: net income attributable to participating securities		(156	)		—				(156	)		(312	)		—				(312	)
Net income attributable to Common Shareholders - basic and diluted earnings per share	$	3,762		$	(201	)		$	3,561		$	8,768		$	(540	)		$	8,228

Weighted average shares for basic and diluted earnings per share		86,824			—				86,824			86,575			—				86,575

Net earnings per share - basic and diluted	$	0.04		$	—			$	0.04		$	0.10		$	—			$	0.10

Exhibit 99.1


	Three Months Ended September 30, 2021										Nine Months Ended September 30, 2021
Statements of Operations ($ in thousands)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated
Revenues
Rental income	$	71,852		$	(1,550	)	(a)	$	70,302		$	212,723		$	(4,354	)	(a)	$	208,369
Other		1,594			—				1,594			4,777			(6	)	(a)		4,771
Total revenues		73,446			(1,550	)			71,896			217,500			(4,360	)			213,140

Operating expenses
Depreciation and amortization		30,866			(802	)	(a)		30,064			93,601			(2,357	)	(a)		91,244
General and administrative		9,978			(68	)	(a)		9,910			29,645			(90	)	(a)		29,555
Real estate taxes		11,320			(292	)	(a)		11,028			35,286			(838	)	(a)		34,448
Property operating		12,698			(255	)	(a)		12,443			39,065			(777	)	(a)		38,288
Impairment charges		9,925			—				9,925			9,925			—				9,925
Total operating expenses		74,787			(1,417	)			73,370			207,522			(4,062	)			203,460

Gain on disposition of properties		—			—				—			10,521			—				10,521
Operating (loss) income		(1,341	)		(133	)			(1,474	)		20,499			(298	)			20,201

Equity in earnings of unconsolidated affiliates		644			(272	)	(a)		372			4,013			(860	)	(a)		3,153
Interest and other income		2,354			—				2,354			6,108			—				6,108
Realized and unrealized holding gains on investments and other		47,293			(800	)	(b)		46,493			56,511			(3,051	)	(b)		53,460
Interest expense		(17,334	)		559		(a)		(16,775	)		(52,080	)		1,663		(a)		(50,417	)
Income from continuing operations before income taxes		31,616			(646	)			30,970			35,051			(2,546	)			32,505
Income tax provision		(59	)		—				(59	)		(403	)		4				(399	)
Net income		31,557			(646	)			30,911			34,648			(2,542	)			32,106
Net income attributable to noncontrolling interests		(19,488	)		460		(a,b)		(19,028	)		(13,499	)		1,816		(a,b)		(11,683	)
Net income attributable to Acadia	$	12,069		$	(186	)		$	11,883		$	21,149		$	(726	)		$	20,423

Less: net income attributable to participating securities		(156	)		—				(156	)		(468	)		—				(468	)
Net income attributable to Common Shareholders - basic and diluted earnings per share	$	11,913		$	(186	)		$	11,727		$	20,681		$	(726	)		$	19,955

Weighted average shares for basic and diluted earnings per share		88,481			—				88,481			87,217			—				87,217

Net earnings per share - basic and diluted	$	0.13		$	—			$	0.13		$	0.24		$	(0.01	)		$	0.23

Relates to the correction to adjust the earnings (losses) of two consolidated Fund investments that are less-than-wholly-owned investments through the Company's opportunity funds (the "Fund Investments") to "equity in earnings of unconsolidated affiliates", which had no impact on net income (loss) for the periods presented.

Relates to immaterial previously unrecorded adjustments, which, in the aggregate, increased or (decreased) net income attributable to Common Shareholders by: ($0.1) million or ($0.01) per share, and ($0.2) million or ($0.01) per share, for the three months and year ended December 31, 2020, respectively; ($0.3) million or ($0.01) per share, for the three months ended March 31, 2021; ($0.2) million or $0.00 per share, and ($0.5) million or $0.00 per share, for the three and six months ended June 30, 2021, respectively; and ($0.2) million or $0.00 per share, and ($0.7) million or ($0.01) per share, for the three and nine months ended September 30, 2021, respectively.

Exhibit 99.1


	Three Months Ended December 31, 2020										Year Ended December 31, 2020
Funds from Operations ($ in thousands) (a)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated

Net (loss) income attributable to Acadia	$	(10,725	)	$	(132	)	(b)	$	(10,857	)	$	(8,759	)	$	(194	)	(b)	$	(8,953	)

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)		32,574			—				32,574			106,158			62		(b)		106,220
Impairment charges (net of noncontrolling interests' share)		4,923			—				4,923			17,323			—				17,323
Gain on disposition of properties (net of noncontrolling interests' share)		(174	)		—				(174	)		(291	)		—				(291	)
(Loss) income attributable to Common OP Unit holders		(569	)		—				(569	)		(370	)		—				(370	)
Distributions - Preferred OP Units		123			—				123			495			—				495
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$	26,152		$	(132	)		$	26,020		$	114,556		$	(132	)		$	114,424

Adjustments for Special Items:
Less: Unrealized holding gain and other (net of noncontrolling interest share)		(4,468	)		132		(b)		(4,336	)		(20,625	)		132		(b)		(20,493	)
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders	$	21,684		$	—			$	21,684		$	93,931		$	—			$	93,931

Funds From Operations per Share - Diluted
Basic weighted-average shares outstanding, GAAP earnings		86,311			—				86,311			86,442			—				86,442
Weighted-average OP Units outstanding		4,890			—				4,890			4,992			—				4,992
Assumed conversion of Preferred OP Units to common shares		465			—				465			465			—				465
Weighted average number of Common Shares and Common OP Units		91,666			—				91,666			91,899			—				91,899

Diluted Funds from operations, per Common Share and Common OP Unit	$	0.29		$	(0.01	)		$	0.28		$	1.25		$	—			$	1.25

Diluted Funds from operations before Special Items, per Common Share and Common OP Unit	$	0.24		$	—			$	0.24		$	1.02		$	—			$	1.02

Exhibit 99.1


	Three Months Ended March 31, 2021
Funds from Operations ($ in thousands) (a)	As Previously Reported			Adjustments				As Restated

Net income attributable to Acadia	$	5,162		$	(339	)	(b)	$	4,823

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)		23,807			—				23,807
Impairment charges (net of noncontrolling interests' share)		—			—				—
Gain on disposition of properties (net of noncontrolling interests' share)		(5,096	)		—				(5,096	)
Income attributable to Common OP Unit holders		347			—				347
Distributions - Preferred OP Units		123			—				123
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$	24,343		$	(339	)		$	24,004

Adjustments for Special Items:
Less: Unrealized holding gain and other (net of noncontrolling interest share)		(1,738	)		339		(b)		(1,399	)
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders	$	22,605		$	—			$	22,605

Funds From Operations per Share - Diluted
Basic weighted-average shares outstanding, GAAP earnings		86,323			—				86,323
Weighted-average OP Units outstanding		5,120			—				5,120
Assumed conversion of Preferred OP Units to common shares		465			—				465
Assumed conversion of LTIP units and restricted share units to common shares		23			—				23
Weighted average number of Common Shares and Common OP Units		91,931			—				91,931

Diluted Funds from operations, per Common Share and Common OP Unit	$	0.26		$	—			$	0.26

Diluted Funds from operations before Special Items, per Common Share and Common OP Unit	$	0.25		$	—			$	0.25

Exhibit 99.1


	Three Months Ended June 30, 2021										Six Months Ended June 30, 2021
Funds from Operations ($ in thousands) (a)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated

Net income attributable to Acadia	$	3,918		$	(201	)	(b)	$	3,717		$	9,080		$	(540	)	(b)	$	8,540

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)		23,077			—				23,077			46,884			—				46,884
Impairment charges (net of noncontrolling interests' share)		—			—				—			—			—				—
Gain on disposition of properties (net of noncontrolling interests' share)		933			—				933			(4,163	)		—				(4,163	)
Income attributable to Common OP Unit holders		275			—				275			622			—				622
Distributions - Preferred OP Units		123			—				123			246			—				246
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$	28,326		$	(201	)		$	28,125		$	52,669		$	(540	)		$	52,129

Adjustments for Special Items:
Less: Unrealized holding gain and other (net of noncontrolling interest share)		(688	)		201		(b)		(487	)		(2,426	)		540		(b)		(1,886	)
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders	$	27,638		$	—			$	27,638		$	50,243		$	—			$	50,243

Funds From Operations per Share - Diluted
Basic weighted-average shares outstanding, GAAP earnings		86,824			—				86,824			86,575			—				86,575
Weighted-average OP Units outstanding		5,135			—				5,135			5,127			—				5,127
Assumed conversion of Preferred OP Units to common shares		465			—				465			465			—				465
Assumed conversion of LTIP units and restricted share units to common shares		203			—				203			87			—				87
Weighted average number of Common Shares and Common OP Units		92,627			—				92,627			92,254			—				92,254

Diluted Funds from operations, per Common Share and Common OP Unit	$	0.31		$	(0.01	)		$	0.30		$	0.57		$	—			$	0.57

Diluted Funds from operations before Special Items, per Common Share and Common OP Unit	$	0.30		$	—			$	0.30		$	0.54		$	—			$	0.54

Exhibit 99.1


	Three Months September 30, 2021										Nine Months Ended September 30, 2021
Funds from Operations ($ in thousands) (a)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated

Net income attributable to Acadia	$	12,069		$	(186	)	(b)	$	11,883		$	21,149		$	(726	)	(b)	$	20,423

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)		23,111			—				23,111			69,995			—				69,995
Impairment charges (net of noncontrolling interests' share)		2,294			—				2,294			2,294			—				2,294
Gain on disposition of properties (net of noncontrolling interests' share)		—			—				—			(4,163	)		—				(4,163	)
Income attributable to Common OP Unit holders		749			—				749			1,371			—				1,371
Distributions - Preferred OP Units		123			—				123			369			—				369
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$	38,346		$	(186	)		$	38,160		$	91,015		$	(726	)		$	90,289

Adjustments for Special Items:
Less: Unrealized holding gain and other (net of noncontrolling interest share)		(13,384	)		186		(b)		(13,198	)		(15,810	)		726		(b)		(15,084	)
Funds from operations before Special Items attributable to Common Shareholders and Common OP Unit holders	$	24,962		$	—			$	24,962		$	75,205		$	—			$	75,205

Funds From Operations per Share - Diluted
Basic weighted-average shares outstanding, GAAP earnings		88,481			—				88,481			87,217			—				87,217
Weighted-average OP Units outstanding		5,121			—				5,121			5,125			—				5,125
Assumed conversion of Preferred OP Units to common shares		465			—				465			465			—				465
Assumed conversion of LTIP units and restricted share units to common shares		16			—				16			—			—				—
Weighted average number of Common Shares and Common OP Units		94,083			—				94,083			92,807			—				92,807

Diluted Funds from operations, per Common Share and Common OP Unit	$	0.41		$	—			$	0.41		$	0.98		$	(0.01	)		$	0.97

Diluted Funds from operations before Special Items, per Common Share and Common OP Unit	$	0.27		$	—			$	0.27		$	0.81		$	—			$	0.81

Relates to the correction to adjust the assets and liabilities of the Fund Investments to "investments in and advances to unconsolidated affiliates", which had no impact on FFO for the periods presented.

Relates to immaterial previously unrecorded adjustments, which, in the aggregate, increased or (decreased) FFO by: ($0.1) million or ($0.01) per share, and ($0.1) million or $0.00 per share, for the three months and year ended December 31, 2020, respectively; ($0.3) million or $0.00 per share, for the three months ended March 31, 2021; ($0.2) million or ($0.01) per share, and ($0.5) million or $0.00 per share, for the three and six months ended June 30, 2021, respectively; and ($0.2) million or $0.00 per share, and ($0.7) million or ($0.01) per share, for the three and nine months ended September 30, 2021, respectively. The timing differences had no impact on FFO before special items for all of the periods presented.

Exhibit 99.1


	Three Months Ended December 31, 2020										Year Ended December 31, 2020
Reconciliation of Consolidated Net Operating Loss to Net Property Operating Income ($ in thousands)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated

Consolidated operating (loss) income	$	(49,253	)	$	133		(a)	$	(49,120	)	$	(115,379	)	$	317		(a)	$	(115,062	)
Add back:
General and administrative		9,640			30		(a)		9,670			36,055			(257	)	(a)		35,798
Depreciation and amortization		48,166			(722	)	(a)		47,444			149,793			(2,564	)	(a)		147,229
Impairment charges		34,049			—				34,049			85,598			—				85,598
Less:
Above/below market rent, straight-line rent and other adjustments		166			30		(a)		196			13,624			(43	)	(a)		13,581
Gain on disposition of properties		(174	)		—				(174	)		(683	)		—				(683	)
Consolidated NOI		42,594			(529	)			42,065			169,008			(2,547	)			166,461

Noncontrolling interest in consolidated NOI		(12,209	)		466		(a)		(11,743	)		(48,536	)		2,220		(a)		(46,316	)
Less: Operating Partnership's interest in Fund NOI included above		(3,135	)		63		(a)		(3,072	)		(11,845	)		327		(a)		(11,518	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI		3,306			—				3,306			15,659			—				15,659
NOI - Core Portfolio	$	30,556		$	—			$	30,556		$	124,286		$	—			$	124,286


	Three Months Ended March 31, 2021
Reconciliation of Consolidated Net Operating Loss to Net Property Operating Income ($ in thousands)	As Previously Reported			Adjustments				As Restated

Consolidated operating income	$	8,681		$	71		(a)	$	8,752
Add back:
General and administrative		8,996			(4	)	(a)		8,992
Depreciation and amortization		31,390			(750	)	(a)		30,640
Impairment charges		—			—				—
Straight-line rent reserves		817			—				817
Less:
Above/below market rent, straight-line rent and other adjustments		(5,284	)		11		(a)		(5,273	)
Gain on disposition of properties		(4,612	)		—				(4,612	)
Consolidated NOI		39,988			(672	)			39,316

Noncontrolling interest in consolidated NOI		(10,861	)		589		(a)		(10,272	)
Less: Operating Partnership's interest in Fund NOI included above		(2,618	)		83		(a)		(2,535	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI		3,300			—				3,300
NOI - Core Portfolio	$	29,809		$	—			$	29,809

Exhibit 99.1


	Three Months Ended June 30, 2021										Six Months Ended June 30, 2021
Reconciliation of Consolidated Net Operating Loss to Net Property Operating Income ($ in thousands)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated

Consolidated operating income	$	13,159		$	(236	)	(a)	$	12,923		$	21,840		$	(165	)	(a)	$	21,675
Add back:
General and administrative		10,671			(18	)	(a)		10,653			19,667			(22	)	(a)		19,645
Depreciation and amortization		31,345			(805	)	(a)		30,540			62,735			(1,555	)	(a)		61,180
Impairment charges		—			—				—			—			—				—
Straight-line rent reserves		(232	)		—				(232	)		585			—				585
Less:
Above/below market rent, straight-line rent and other adjustments		(4,249	)		5		(a)		(4,244	)		(9,533	)		16		(a)		(9,517	)
Gain on disposition of properties		(5,909	)		—				(5,909	)		(10,521	)		—				(10,521	)
Consolidated NOI		44,785			(1,054	)			43,731			84,773			(1,726	)			83,047

Noncontrolling interest in consolidated NOI		(12,373	)		922		(a)		(11,451	)		(23,234	)		1,511		(a)		(21,723	)
Less: Operating Partnership's interest in Fund NOI included above		(3,131	)		132		(a)		(2,999	)		(5,749	)		215		(a)		(5,534	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI		3,764			—				3,764			7,064			—				7,064
NOI - Core Portfolio	$	33,045		$	—			$	33,045		$	62,854		$	—			$	62,854

Exhibit 99.1


	Three Months Ended September 30, 2021										Nine Months Ended September 30, 2021
Reconciliation of Consolidated Net Operating Loss to Net Property Operating Income ($ in thousands)	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated

Consolidated operating (loss) income	$	(1,341	)	$	(133	)	(a)	$	(1,474	)	$	20,499		$	(298	)	(a)	$	20,201
Add back:
General and administrative		9,978			(68	)	(a)		9,910			29,645			(90	)	(a)		29,555
Depreciation and amortization		30,866			(802	)	(a)		30,064			93,601			(2,357	)	(a)		91,244
Impairment charges		9,925			—				9,925			9,925			—				9,925
Straight-line rent reserves		(258	)		—				(258	)		327			—				327
Less:
Above/below market rent, straight-line rent and other adjustments		(4,572	)		20		(a)		(4,552	)		(14,105	)		36		(a)		(14,069	)
Gain on disposition of properties		—			—				—			(10,521	)		—				(10,521	)
Consolidated NOI		44,598			(983	)			43,615			129,371			(2,709	)			126,662

Noncontrolling interest in consolidated NOI		(12,576	)		862		(a)		(11,714	)		(35,810	)		2,373		(a)		(33,437	)
Less: Operating Partnership's interest in Fund NOI included above		(3,104	)		121		(a)		(2,983	)		(8,853	)		336		(a)		(8,517	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI		2,961			—				2,961			10,025			—				10,025
NOI - Core Portfolio	$	31,879		$	—			$	31,879		$	94,733		$	—			$	94,733

Relates to the correction to adjust the earnings of the Fund Investments to "equity in earnings of unconsolidated affiliates", which had no impact on NOI - Core Portfolio for any of the periods presented.

Exhibit 99.1


	December 31, 2020
Balance Sheet ($ in thousands)	As Previously Reported			Adjustments				As Restated
ASSETS
Investments in real estate, at cost
Land	$	776,275		$	(23,554	)	(a)	$	752,721
Buildings and improvements		2,848,781			(46,528	)	(a)		2,802,253
Tenant improvements		191,046			(12,128	)	(a)		178,918
Construction in progress		5,751			(604	)	(a)		5,147
Right-of-use assets - finance leases		25,086			—				25,086
		3,846,939			(82,814	)			3,764,125
Less: Accumulated depreciation and amortization		(586,800	)		13,436		(a)		(573,364	)
Operating real estate, net		3,260,139			(69,378	)			3,190,761
Real estate under development		247,349			(148	)	(a)		247,201
Net investments in real estate		3,507,488			(69,526	)			3,437,962
Notes receivable, net		101,450			(568	)	(b)		100,882
Investments in and advances to unconsolidated affiliates		249,807			23,022		(a,b)		272,829
Other assets, net		173,809			(3,528	)	(a)		170,281
Right-of-use assets - operating leases, net		76,268			—				76,268
Cash and cash equivalents		19,232			(533	)	(a)		18,699
Restricted cash		14,692			(3,596	)	(a)		11,096
Rents receivable		44,136			(1,084	)	(a)		43,052
Total assets	$	4,186,882		$	(55,813	)		$	4,131,069

LIABILITIES
Mortgage and other notes payable, net	$	1,125,356		$	(56,550	)	(a)	$	1,068,806
Unsecured notes payable, net		500,083			—				500,083
Unsecured line of credit		138,400			—				138,400
Accounts payable and other liabilities		269,911			(1,469	)	(a)		268,442
Lease liability - operating leases, net		88,816			—				88,816
Dividends and distributions payable		147			—				147
Distributions in excess of income from, and investments in, unconsolidated affiliates		15,616			—				15,616
Total liabilities		2,138,329			(58,019	)			2,080,310
Commitments and contingencies
EQUITY
Acadia Shareholders' Equity
Common shares, $0.001 par value, authorized 200,000,000 shares, issued and outstanding 86,268,303 and 87,050,465 shares, respectively		86			—				86
Additional paid-in capital		1,683,165			—				1,683,165
Accumulated other comprehensive loss		(74,891	)		—				(74,891	)
Distributions in excess of accumulated earnings		(167,046	)		(132	)	(b)		(167,178	)
Total Acadia shareholders’ equity		1,441,314			(132	)			1,441,182
Noncontrolling interests		607,239			2,338		(a,b)		609,577
Total equity		2,048,553			2,206				2,050,759
Total liabilities and equity	$	4,186,882		$	(55,813	)		$	4,131,069

Relates to the correction to adjust the assets and liabilities of two consolidated subsidiaries to "investments in and advances to unconsolidated affiliates", which had no impact on net income (loss) for the year ended December 31, 2020.

Relates to immaterial previously unrecorded adjustments, which, in the aggregate increased or (decreased) net income attributable to Common Shareholders by ($0.1) million through the year ended December 31, 2020.

The Company’s internal review is ongoing and the Company may identify further errors. There can be no assurance that the actual effects of the error corrections will be only as described above.