SEC Filing - Acadia Realty Trust

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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 7, 2012

ACADIA REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland	1-12002	23-2715194
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File Number)	Identification No.)

1311 Mamaroneck Avenue

Suite 260

White Plains, New York 10605

(Address of principal executive offices) (Zip Code)

(914) 288-8100

(Registrant's telephone number, including area code)

(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))

Item 2.02 Results of Operations and Financial Condition.

On February 7, 2012, Acadia Realty Trust (the “Company”) issued a press release announcing its consolidated financial results for the quarter and year ended December 31, 2011. A copy of this press release is attached to this report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. In addition, on February 7, 2012, the Company made available supplemental information concerning the ownership, operations and portfolio of the Company as of and for the quarter and year ended December 31, 2011. A copy of this supplemental information is attached to this report on Form 8-K as Exhibit 99.2 and incorporated herein by reference. The information included in this Item 2.02, including the information included in Exhibits 99.1 and 99.2 attached hereto, is intended to be furnished solely pursuant to this Item 2.02, 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 (“Securities Act”) or the Exchange Act, or otherwise subject to the liabilities of Sections 11 and 12 (a) (2) of the Securities Act.

Item 8.01 Other Events

The following information sets forth the Company’s consolidated financial results for the year ended December 31, 2011 as well as additional recent developments. All per share amounts set forth below are on a fully diluted basis.

Recent Development Highlights

Core Portfolio – Acquisition Pipeline and Re-anchoring Progress

-	During fourth quarter, the Company entered into contracts to acquire two properties aggregating approximately $22.7 million

-	During 2011, the Company closed on $73.8 million of approximately $181.1 million of acquisitions under contract

-	Re-anchoring progress continues on three core portfolio re-anchoring projects which are 77% leased on an aggregate basis at year-end 2011

-	December 31, 2011 physical occupancy of 89.8%; leased occupancy of 92.7% including executed re-anchoring leases

Opportunity Funds – Fund III Acquisition Pipeline; Fund I Continues Monetization

-	Acadia Strategic Opportunity Fund III, LLC (“Fund III”) acquired three properties during the fourth quarter for an aggregate purchase price of $46.5 million

-	During 2011, Fund III closed on $139.8 million of approximately $171.3 million of acquisitions under contract

-	During the fourth quarter of 2011, Acadia Strategic Opportunity Fund, LP (“Fund I”) sold 16 properties for an aggregate gross sales price of $19.8 million which generated a net gain of $4.0 million, net of noncontrolling interests’ share

Balance Sheet – Securing Capital to Fund Acquisition Pipelines

-	During the fourth quarter of 2011, the Company raised approximately $45.0 million of net proceeds from a public equity offering

-	During the fourth quarter of 2011, the Company repurchased $24.0 million of its outstanding convertible debt

2011 Operating Results

Funds from Operations (“FFO”) (see financial information below for FFO definition and reconciliation to Net Income) and Net Income from Continuing Operations for the year ended December 31, 2011, were $40.3 million and $20.1 million, respectively, compared to $50.5 million and $28.3 million, respectively, for the year ended December 31, 2010.

Earnings for the years ended December 31, 2011 and 2010, on a per share basis, were as follows:

	Years ended December 31,
	2011		2010		Variance
FFO per share	$	0.97	$	1.23	$	(0.26	)
EPS from continuing operations	$	0.49	$	0.70	$	(0.21	)
EPS	$	1.26	$	0.74	$	0.52

Core Portfolio

The Company’s core portfolio is comprised of properties that are owned in whole or in part by the Company outside of its three opportunity funds (the “Funds”).

Asset Recycling and Acquisition Activity – Investments in Urban/Street Retail

During the fourth quarter of 2011, the Company entered into contracts to acquire two properties for an aggregate purchase price of $22.7 million. During 2011, the Company has entered into contracts or closed on 31 street and urban retail properties located primarily in Chicago, Washington, DC (Georgetown), Cambridge, Massachusetts and New York City for an aggregate purchase price of $181.1 million. Acadia has closed on 15 of these properties for an aggregate purchase price of $73.8 million through year-end 2011.

The Company is currently awaiting lender’s approval for the assumption of $51.7 million of first mortgage debt collateralized by 15 of the remaining 16 locations under contract prior to closing on these properties.

The closings of these transactions currently under contract, which are anticipated to be completed during the first quarter of 2012, are subject to customary closing conditions and in certain instances, lender approval. As such, no assurance can be given that the Company will successfully complete these transactions.

Core Portfolio Anchor Recycling

As previously announced during 2011, the Company commenced the re-anchoring of the Bloomfield Town Square, located in Bloomfield Hills, Michigan, and two former A&P supermarket locations located in the New York City metropolitan area (collectively, the “Re-anchoring Activities”). As of December 31, 2011, 77% of this aggregate space has been leased with tenants at the Bloomfield Town Square expected to open during the second half of 2012.

Occupancy

At December 31, 2011, the Company’s core portfolio occupancy was 89.8% which was consistent with the third quarter 2011. Including the square footage leased, but not yet occupied, in connection with the Re-Anchoring Activities, the core portfolio is 92.7% leased as of December 31, 2011. The remaining space anticipated to be leased in connection with the Re-Anchoring Activities represents an additional 90 basis points of portfolio occupancy.

Opportunity Funds – Fund III Acquisition Pipeline; Fund I Continues Monetization

Fund III Acquisitions

During the fourth quarter, Fund III acquired three properties for an aggregate purchase price of $46.5 million and was under contract to purchase one for property $31.5 million as follows:

-	New Hyde Park Shopping Center - a 31,500 square foot planned redevelopment located in New Hyde Park, New York,

-	Parkway Crossing - a 260,000 square foot project located in Baltimore, Maryland which includes the re-anchoring of a former A&P store with a Shop Rite supermarket,

-	654 Broadway - an 18,700 square foot urban/street retail property located in the Noho district of New York City with redevelopment potential, and

-	Lincoln Park Centre (currently under contract) – a 62,700 square foot re-anchoring project (former Border Books store) located in Lincoln Park’s Clybourn Corridor in Chicago, Illinois adjacent to the newly developed Apple store.

During 2011, Fund III has closed on, or is under contract for, seven acquisitions aggregating $171.3 million. The closing of the transaction currently under contract is subject to customary closing conditions and in certain instances, lender approval. As such, no assurance can be given that the Company will successfully complete this transaction.

Fund I – Dispositions

During the fourth quarter 2011, Fund I sold 15 of its remaining 18 Kroger/Safeway locations for approximately $17.5 million and the Granville Centre for $2.3 million. These sales generated a net gain of $4.0 million, net of noncontrolling interests’ share.

Financial Highlights

A C A D I A R E A L T Y T R U S T A N D S U B S I D I A R I E S

Financial Highlights

For the Years ended December 31, 2011 and 2010

(dollars and Common Shares in thousands, except per share data)

	For the Years ended
	December 31,
Revenues	2011 (unaudited)			2010

Minimum rents	$	111,862		$	97,002
Percentage rents		361			473
Mortgage interest income		11,429			19,161
Expense reimbursements		22,388			20,499
Other property income		2,444			2,486
Management fee income		1,677			1,424
Total revenues		150,161			141,045
Operating expenses
Property operating		29,371			29,223
Real estate taxes		18,686			17,255
General and administrative		23,086			20,220
Depreciation and amortization		32,986			28,808
Total operating expenses		104,129			95,506

Operating income		46,032			45,539

Equity in earnings of unconsolidated affiliates		1,555			10,971
Other interest income		276			408
Gain from bargain purchase		—			33,805
Interest expense and other finance costs		(37,109	)		(40,498	)
Gain on extinguishment of debt		1,268			—
Income from continuing operations before
Income taxes		12,022			50,225
Income tax provision		474			2,890
Income from continuing operations		11,548			47,335

A C A D I A R E A L T Y T R U S T A N D S U B S I D I A R I E S

Financial Highlights

For the Years ended December 31, 2011 and 2010

(dollars and Common Shares in thousands, except per share data)

	For the Years ended
	December 31,
	2011 (unaudited)			2010
Discontinued operations:
Operating income from discontinued operations		2,262			3,332
Impairment of asset		(6,925	)		—
Gain on sale of property		46,830			—
Income from discontinued operations		42,167			3,332
Net income		53,715			50,667
(Income) loss attributable to noncontrolling interests:
Continuing operations		8,514			(19,075	)
Discontinued operations		(10,674	)		(1,535	)
Net (income) loss attributable to noncontrolling interests		(2,160	)		(20,610	)

Net income attributable to Common Shareholders	$	51,555		$	30,057

Supplemental Information
Income from continuing operations attributable to
Common Shareholders	$	20,062		$	28,260
Income from discontinued operations attributable to
Common Shareholders		31,493			1,797
Net income attributable to Common Shareholders	$	51,555		$	30,057

Net income attributable to Common Shareholders per Common Share – Basic
Net income per Common Share – Continuing
operations	$	0.50		$	0.70
Net income per Common Share – Discontinued
operations		0.77			0.05
Net income per Common Share	$	1.27		$	0.75
Weighted average Common Shares		40,697			40,136
Net income attributable to Common Shareholders per Common Share – Diluted 1
Net income per Common Share – Continuing
operations	$	0.49		$	0.70
Net income per Common Share – Discontinued
operations		0.77			0.04
Net income per Common Share	$	1.26		$	0.74
Weighted average Common Shares		40,986			40,406

A C A D I A R E A L T Y T R U S T A N D S U B S I D I A R I E S

Financial Highlights

For the Years ended December 31, 2011 and 2010

(dollars and Common Shares in thousands, except per share data)

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS 2

	For the Years ended
	December 31,
	2011 (unaudited)			2010

Net income attributable to Common Shareholders	$	51,555		$	30,057

Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):
Consolidated affiliates		18,274			18,445
Unconsolidated affiliates		1,549			1,561
Gain on sale (net of noncontrolling interests' share):
Consolidated affiliates		(31,716	)		—
Unconsolidated affiliates		—			—
Income attributable to noncontrolling interests’ in
Operating Partnership		635			377
Distributions – Preferred OP Units		18			18
Funds from operations	$	40,315		$	50,458
Funds from operations per share – Diluted
Weighted average Common Shares and OP Units 3		41,467			40,876
Funds from operations, per share	$	0.97		$	1.23

A C A D I A R E A L T Y T R U S T A N D S U B S I D I A R I E S

Financial Highlights

For the Years ended December 31, 2011 and 2010

(dollars in thousands)

RECONCILIATION OF OPERATING INCOME TO NET PROPERTY

OPERATING INCOME (“NOI”) 2

	For the Years ended
	December 31,
	2011 (unaudited)			2010

Operating income	$	46,032		$	45,539

Add back:
General and administrative		23,086			20,220
Depreciation and amortization		32,986			28,808
Less:
Management fee income		(1,677	)		(1,424	)
Mortgage interest income		(11,429	)		(19,161	)
Straight line rent and other adjustments		(8,712	)		(3,627	)

Consolidated NOI		80,286			70,355

Noncontrolling interest in NOI		(25,195	)		(18,308	)
Pro-rata share of NOI	$	55,091		$	52,047

SELECTED BALANCE SHEET INFORMATION

	As of
	December 31, 2011 (unaudited)		December 31, 2010
	(dollars in thousands)

Cash and cash equivalents	$	89,812	$	120,592
Rental property, at cost		1,252,100		1,061,669
Total assets		1,653,319		1,524,806
Notes payable		788,840		854,924
Total liabilities		883,221		937,284

A C A D I A R E A L T Y T R U S T A N D S U B S I D I A R I E S

Financial Highlights

For the Years ended December 31, 2011 and 2010

(dollars and Common Shares in thousands, except per share data)

Notes:

1 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 this 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.

2 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 its 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 and depreciation and amortization. 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, and after adjustments for unconsolidated partnerships and joint ventures.

3 In addition to the weighted average Common Shares outstanding, basic and diluted FFO also assumes full conversion of a weighted average 480 and 469 OP Units into Common Shares for the years ended December 31, 2011 and 2010, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 25 Common Shares for each of the years ended December 31, 2011 and 2010. In addition, diluted FFO also includes the effect of employee share options of 264 and 245 Common Shares for the years ended December 31, 2011 and 2010, respectively.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements.

(b)	Pro Forma Financial Information

During February 2012, the Company, through Fund III, and together with an unaffiliated joint venture partner, acquired 640 Broadway (“640 Broadway”) for $32.5 million, funded with cash. Fund III’s share of cash required for the acquisition was $16.7 million. The following financial information with respect to 640 Broadway together with the financial information filed with the Securities and Exchange Commission by the Company on Form 8-Ks on November 3, 2011 and December 9, 2011, constitutes the required audited financial information and unaudited pro forma information with respect to a portion of the Company’s acquisition activity since January 1, 2011.

Index to Financial Information

640 Broadway:	Page
Independent Auditors’ Report	2
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2011	3
Notes to Statement of Revenues and Certain Expenses	4

Unaudited Pro Forma Condensed Consolidated Financial Statements

As of, and For, the Nine Months Ended September 30, 2011

For the Year Ended December 31, 2010

Notes to Financial Statements

640 Broadway

Independent Auditors’ Report

To the Board of Directors and Management of

Acadia Realty Trust

White Plains, New York

We have audited the accompanying statement of revenues and certain expenses of 640 Broadway (the “640 Broadway”) for the year ended December 31, 2011. The statement of revenues and certain expenses is the responsibility of Acadia Realty Trust’s management. Our responsibility is to express an opinion on the statement of revenues and certain expenses based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 640 Broadway's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in a Form 8-K of Acadia Realty Trust. As described in Note 2, material amounts that would not be comparable to those resulting from the proposed future operations of 640 Broadway are excluded from the statement of revenues and certain expenses and the statement of revenues and certain expenses is not intended to be a complete presentation of 640 Broadway's revenues and expenses.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of 640 Broadway for the year ended December 31, 2011, on the basis of accounting described in Note 2.

/s/ BDO USA, LLP

February 9, 2012

640 Broadway

Statement of Revenues and Certain Expenses

(in thousands)	Year ended December 31, 2011
Revenues:
Rental revenue	$	837
Reimbursement revenue		34
Other income		6
Total Revenues		877
Certain Expenses:
Operating expenses		160
Real estate taxes		251
Insurance expense		14
Total Certain Expenses		425
Revenues in Excess of Certain Expenses	$	452

See accompanying notes to the statement of revenues and certain expenses.

Notes to Statement of Revenues and Certain Expenses

1. Organization

640 Broadway (“640 Broadway”) is a mixed-use, nine-story building located in the “Noho” section of New York City.

Acadia Realty Trust (the “Trust”) and subsidiaries (collectively, the “Company”) is a fully integrated equity real estate investment trust focused on the acquisition, ownership, management and redevelopment of high-quality retail properties and urban/infill mixed-use properties with a strong retail component located primarily in high-barrier-to-entry, densely-populated metropolitan areas along the East Coast and in Chicago, Illinois.

On February 7, 2012, the Company acquired, through Acadia Strategic Opportunity III LLC, and together with an unaffiliated joint venture partner, 640 Broadway for $32.5 million.

2. Basis of Presentation and Significant Accounting Policies

Presented herein is the statement of revenues and certain expenses of 640 Broadway.

The accompanying statement of revenues and certain expenses (the “Statement”) has been prepared for the purpose of complying with the applicable rules and regulations of the Securities and Exchange Commission, Regulation S-X, Rule 3-14 and for inclusion in a Current Report on Form 8-K of the Company. The Statement is not intended to be a complete presentation of the revenues and expenses of the property. Accordingly, the Statement excludes depreciation and amortization of fixed assets, amortization of intangible assets and liabilities, and asset management fees not directly related to the future operations.

Revenue Recognition

Minimum rental revenue is recognized on a straight-line basis over the term of the lease. Certain of the leases acquired provide for the reimbursement to the owner of 640 Broadway of real estate taxes, water, sewer, and insurance expenses. These reimbursements are recognized as revenue in the period the expenses are incurred.

Income Taxes

640 Broadway was organized as a limited liability company and is not directly subject to federal, state, or city income taxes.

Use of Estimates

The preparation of the Statement in conformity with U.S generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Statement and accompanying notes. Actual results could differ from those estimates.

3. Rental Income

The Company is the lessor to tenants under operating leases with expiration dates ranging from 2013 to 2017. The minimum rental amounts due under the leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse the Company for increases in real estate taxes, water, sewer, and insurance expenses above their base year costs. Future minimum rents to be received over the next five years and thereafter for noncancelable operating leases in effect at December 31, 2011 are as follows:

(in thousands)
2012	$	648
2013		574
2014		435
2015		350
2016		341
Thereafter		474
Total	$	2,822

ACADIA REALTY TRUST AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of, and For, the Nine Months Ended September 30, 2011 and For the Year Ended December 31, 2010

The accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2011 has been prepared as if the acquisition of 640 Broadway occurred on September 30, 2011. The accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2011 and for the year ended December 31, 2010 have been prepared as if the acquisition of 640 Broadway occurred as of January 1, 2010.

Our pro forma condensed consolidated financial statements are presented for informational purposes only and should be read in conjunction with the historical financial statements and related notes thereto filed with the U.S. Securities and Exchange Commission. In the opinion of the Company’s management, the pro forma condensed consolidated financial statements include all significant necessary adjustments that can be factually supported to reflect the effect of the acquisition. The unaudited pro forma condensed consolidated financial statements are based on assumptions and estimates considered appropriate by the Company’s management; however, they are not necessarily, and should not be assumed to be, an indication of the Company’s financial position or results of operations that would have been achieved had the acquisition of 640 Broadway been completed as of the date indicated or that may be achieved in the future.

ACADIA REALTY TRUST AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2011

(Amount in thousands, except share and per share data)	Company Historical			Previous Acquisitions			Acquisition of 640 Broadway			Company Pro Forma
	(a)			(b)
ASSETS

Operating real estate
Land	$	268,077		$	28,544		$	14,034		$	310,655
Building and improvements		958,549			66,603			18,466			1,043,618
Construction in progress		3,983									3,983
		1,230,609			95,147			32,500			1,358,256
Less: accumulated depreciation		200,840									200,840
Net operating real estate		1,029,769			95,147			32,500			1,157,416
Real estate under development		229,223									229,223
Notes receivable, net		41,304									41,304
Investments in and advances to unconsolidated affiliates		78,420			6,728						85,148
Cash and cash equivalents		98,027			(41,242	)		(3,318	)		53,467
Cash in escrow		27,553									27,553
Rents receivable, net		23,179									23,179
Deferred charges, net		25,696									25,696
Acquired lease intangibles, net		22,975									22,975
Prepaid expenses and other assets		27,637									27,637
Assets of discontinued operations		2,684									2,684
Total assets	$	1,606,467		$	60,633		$	29,182		$	1,696,282

LIABILITIES

Mortgage notes payable	$	846,399		$	47,133		$	-		$	893,532
Convertible notes payable, net		24,824									24,824
Distributions in excess of income from, and investments in, unconsolidated affiliates		21,401									21,401
Accounts payable and accrued expenses		31,992									31,992
Dividends and distributions payable		7,507									7,507
Acquired lease and other intangibles, net		5,592									5,592
Other liabilities		18,914									18,914
Liabilities of discontinued operations		289									289
Total liabilities		956,918			47,133			-			1,004,051

EQUITY

Shareholders’ equity
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 40,331,366 and 40,254,525 shares, respectively		40									40
Additional paid-in capital		303,783									303,783
Accumulated other comprehensive loss		(4,231	)								(4,231	)
Retained earnings		39,098									39,098
Total shareholders’ equity		338,690									338,690
Noncontrolling interests		310,859			13,500			29,182			353,541
Total equity		649,549			13,500			29,182			692,231
Total liabilities and equity	$	1,606,467		$	60,633		$	29,182		$	1,696,282

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

ACADIA REALTY TRUST AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Nine Months Ended September 30, 2011

(dollars in thousands, except per share amounts)	Company Historical (aa)			Previous Acquisitions (bb)			Acquisition of 640 Broadway (cc)			Company Pro Forma
Revenues
Rental income	$	85,564		$	5,522		$	717		$	91,803
Interest income		9,493									9,493
Expense reimbursements		16,213			1,633						17,846
Management fee income		1,169									1,169
Other		1,849									1,849
Total revenues		114,288			7,155			717			122,160

Operating Expenses
Property operating		22,565			543			190			23,298
Real estate taxes		13,792			1,220			189			15,201
General and administrative		17,147									17,147
Depreciation and amortization		24,626			1,560			346			26,532
Total operating expenses		78,130			3,323			725			82,178

Operating income (loss)		36,158			3,832			(8	)		39,982

Equity in earnings of unconsolidated affiliates		3,025			562						3,587
Other interest income		219									219
Gain on debt extinguishment		1,268									1,268
Interest and other finance expense		(27,598	)		(2,105	)					(29,703	)
Income (loss) from continuing operations before income taxes		13,072			2,289			(8	)		15,353
Income tax provision		(7	)								(7	)
Income (loss) from continuing operations		13,065			2,289			(8	)		15,346

Discontinued Operations
Operating income from discontinued operations		702									702
Impairment of asset		(6,925	)								(6,925	)
Gain on sale of property		32,498									32,498
Income from discontinued operations		26,275									26,275

Net income (loss)		39,340			2,289			(8	)		41,621

Noncontrolling interests
Continuing operations		3,597			(842	)		7			2,762
Discontinued operations		731									731
Net loss (income) attributable to noncontrolling interests		4,328			(842	)		7			3,493

Net income (loss) attributable to Common Shareholders	$	43,668		$	1,447		$	(1	)	$	45,114

Basic Earnings per Share
Income from continuing operations	$	0.41		$	0.03		$	0.00		$	0.45
Income from discontinued operations		0.67			-			-			0.67
Basic earnings per share	$	1.08		$	0.03		$	0.00		$	1.12

Diluted Earnings per Share
Income from continuing operations	$	0.41		$	0.03		$	0.00		$	0.45
Income from discontinued operations		0.67			-			-			0.67
Diluted earnings per share	$	1.08		$	0.03		$	0.00		$	1.12

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

ACADIA REALTY TRUST AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Year Ended December 31, 2010

(dollars in thousands, except per share amounts)	Company Historical (aa)			Previous Acquisitions (bb)			Acquisition of 640 Broadway (cc)			Company Pro Forma
Revenues
Rental income	$	106,913		$	9,276		$	885		$	117,074
Mortgage interest income		19,161									19,161
Expense reimbursements		22,030			2,848						24,878
Lease termination income		290									290
Management fee income		1,424									1,424
Other		2,140									2,140
Total revenues		151,958			12,124			885			164,967

Operating Expenses
Property operating		30,914			831			246			31,991
Real estate taxes		18,245			2,171			244			20,660
General and administrative		20,220									20,220
Depreciation and amortization		40,115			2,486			462			43,063
Total operating expenses		109,494			5,488			952			115,934

Operating income (loss)		42,464			6,636			(67	)		49,033

Equity in earnings of unconsolidated affiliates		10,971			749						11,720
Other interest income		408									408
Gain from bargain purchase		33,805									33,805
Interest and other finance expense		(34,471	)		(2,993	)					(37,464	)
Income (loss) from continuing operations before income taxes		53,177			4,392			(67	)		57,502
Income tax provision		(2,890	)								(2,890	)
Income (loss) from continuing operations		50,287			4,392			(67	)		54,612

Discontinued Operations
Operating income from discontinued operations		380									380
Income from discontinued operations		380									380

Net income (loss)		50,667			4,392			(67	)		54,992

Noncontrolling interests
Continuing operations		(20,307	)		(2,528	)		61			(22,774	)
Discontinued operations		(303	)								(303	)
Net (income) loss attributable to noncontrolling interests		(20,610	)		(2,528	)		61			(23,077	)

Net income (loss) attributable to Common Shareholders	$	30,057		$	1,864		$	(6	)	$	31,915

Basic Earnings per Share
Income from continuing operations	$	0.75		$	0.04		$	0.00		$	0.80
Income from discontinued operations		-			-			-			-
Basic earnings per share	$	0.75		$	0.04		$	0.00		$	0.80

Diluted Earnings per Share
Income from continuing operations	$	0.74		$	0.04		$	0.00		$	0.80
Income from discontinued operations		-			-			-			-
Diluted earnings per share	$	0.74		$	0.04		$	0.00		$	0.80

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Pro Forma Presentation

Acadia Realty Trust and subsidiaries (collectively, the “Company”), is a fully-integrated equity real estate investment trust focused on the ownership, management and redevelopment of retail properties and urban/infill mixed-use properties with a retail component concentration located primarily in high-barrier-to-entry, densely-populated metropolitan areas in the United States along the East Coast and in Chicago.

The consolidated financial statements include the consolidated accounts of the Company and its investments in partnerships and limited liability companies in which the Company is presumed to have control in accordance with the consolidation guidance of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”). Investments in entities for which the Company has the ability to exercise significant influence but does not have financial or operating control, are accounted for under the equity method of accounting. Accordingly, the Company’s share of the net earnings (or losses) of entities accounted for under the equity method are included in consolidated net income under the caption, Equity in Earnings (Losses) of Unconsolidated Affiliates. Investments in entities for which the Company does not have the ability to exercise any influence are accounted for under the cost method of accounting.

During February 2012, the Company, through Acadia Strategic Opportunity III LLC (“Fund III”), and together with an unaffiliated joint venture partner, acquired 640 Broadway (“640 Broadway”) for $32.5 million, funded with cash. Fund III’s share of cash required for the acquisition was $16.7 million.

Note 2 — Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(a) Represents the historical consolidated balance sheet of the Company as of September 30, 2011.

(b) Reflects those acquisitions as previously disclosed in the Company’s Form 8-Ks as filed with the Securities and Exchange Commission on November 3, 2011 and December 9, 2011.

Note 3 — Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Income

(aa) Represents the unaudited historical consolidated statement of income for the Company for the nine months ended September 30, 2011 and the audited historical consolidated statement of income for the Company for the year ended December 31, 2010.

(bb) Represents the unaudited historical combined statements of revenues and certain operating expenses for those acquisitions as previously disclosed in the Company’s Form 8-Ks as filed with the Securities and Exchange Commission on November 3, 2011 and December 9, 2011.

(cc) Represents the unaudited historical statement of revenues and certain operating expenses for 640 Broadway for the nine months ended September 30, 2011 and the year ended December 31, 2010.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Funds from Operations

Consistent with the National Association of Real Estate Investment Trusts (“NAREIT”) definition, we define funds from operations (“FFO”) as net income attributable to common shareholders (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciated property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

We consider FFO and pro forma FFO to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. Pro forma FFO is presented to assist investors in analyzing our performance. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (or losses) from sales of operating property and depreciation and amortization. However, our method of calculating Pro forma FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Pro forma FFO does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. Pro forma FFO should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Funds from Operations (continued)

The reconciliation of net income to Pro forma FFO for the year ended 2010 is as follows:

(amounts in thousands except per share amounts)	Company Historical		Previous Acquisitions (i)		Acquisition of 640 Broadway			Company Pro Forma

Funds From Operations
Net income (loss) attributable to Common Shareholders	$	30,057	$	1,864	$	(6	)	$	31,915
Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests’ share)
Consolidated affiliates		18,445		2,486		46			20,977
Unconsolidated affiliates		1,561		72					1,633
Income attributable to noncontrolling interests’ in Operating Partnership		377		23		-			400
Funds from operations	$	50,440	$	4,445	$	40		$	54,925

Funds From Operations per Share - Diluted
Weighted average number of Common Shares and OP Units		40,876		40,876		40,876			40,876
Diluted funds from operations, per share	$	1.23	$	0.11	$	0.00		$	1.34

(i) Represents those acquisitions as previously disclosed in the Company’s Form 8-Ks as filed with the Securities and Exchange Commission on November 3, 2011 and December 9, 2011.

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 hereunto duly authorized.

		ACADIA REALTY TRUST
		(Registrant)


	Date: February 9, 2012	By: /s/ Jonathan Grisham

		Name: Jonathan Grisham
		Title: Sr. Vice President
		and Chief Financial Officer

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of BDO
99.1		Press release of the Company dated February 7, 2012
99.2		Financial and Operating Reporting Supplement of the Company for the quarter and year ended December 31, 2011

a50161252ex23-1.htm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Acadia Realty Trust

White Plains, New York

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-157886, 333-31630, 333-139950, 333-114785 and 333-126712) and Form S-8 (Nos. 33-95966, 333-87993 and 333-106758) of Acadia Realty Trust and in the related Prospectuses of our reports dated February 9, 2012 with respect to the statement of revenues and certain operating expenses of 640 Broadway, for the year ended December 31, 2011 included in this current report (Form 8-K) of Acadia Realty Trust.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

New York, New York

February 9, 2012

a50161252ex99-1.htm

Exhibit 99.1

Acadia Realty Trust Reports Fourth Quarter and Full Year 2011 Operating Results

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--February 7, 2012--Acadia Realty Trust (NYSE: AKR) today reported operating results for the quarter and year ended December 31, 2011. All per share amounts are on a fully diluted basis.

Fourth Quarter and Full Year 2011 Highlights

Earnings - Consistent With Guidance

Funds from operations (“FFO”) of $0.25 per share for fourth quarter 2011 and $0.97 for full year 2011

Earnings per share (“EPS”) from continuing operations of $0.09 for fourth quarter 2011 and $0.49 for full year 2011

Core Portfolio – Acquisition Pipeline and Re-anchoring Progress

During fourth quarter, entered into contracts to acquire two properties aggregating approximately $22.7 million

Year-to-date closed on $73.8 million of approximately $181.1 million of acquisitions under contract

Re-anchoring progress continues on three core portfolio re-anchoring projects which are 77% leased on an aggregate basis at year-end 2011

December 31, 2011 physical occupancy of 89.8%; leased occupancy of 92.7% including executed re-anchoring leases

Excluding the impact of re-anchoring activities, same store net operating income (“NOI”) for the fourth quarter up 1.3% compared to 2010; including this impact, same store NOI decreased 4.7%

Opportunity Funds – Fund III Acquisition Pipeline; Fund I Continues Monetization

Fund III acquired three properties during fourth quarter for an aggregate purchase price of $46.5 million

Year-to-date, Fund III closed on $139.8 million of approximately $171.3 million of acquisitions under contract

During fourth quarter, Fund I sold 16 properties for an aggregate gross sales price of $19.8 million which generated a net gain of $4.0 million, net of noncontrolling interests’ share

Balance Sheet – Securing Capital to Fund Acquisition Pipelines

Raised approximately $45.0 million of net proceeds during the fourth quarter from public equity offering

During the fourth quarter, repurchased $24.0 million of the Company’s outstanding convertible debt

Core portfolio debt net of cash on hand (“Net Debt”) to EBITDA ratio of 4.0x at December 31, 2011

Combined Net Debt to Total Market Capitalization of 27% at December 31, 2011

Cash on hand and availability under current credit facilities of $126 million at December 31, 2011

Fourth Quarter 2011 Operating Results

FFO and Net Income from Continuing Operations for the quarter ended December 31, 2011 were $10.8 million and $3.8 million, respectively, as compared to $12.1 million and $6.6 million, respectively, for the quarter ended December 31, 2010. For the year ended December 31, 2011, FFO and Net Income from Continuing Operations were $40.3 million and $20.1 million, respectively, compared to $50.5 million and $28.3 million, respectively, for the year ended December 31, 2010.

Earnings for the quarters and years ended December 31, 2011 and 2010, on a per share basis, were as follows:

	Quarters ended December 31,							Years ended December 31,
	2011		2010		Variance			2011		2010		Variance
FFO per share	$	0.25	$	0.30	$	(0.05	)	$	0.97	$	1.23	$	(0.26	)
EPS from continuing operations	$	0.09	$	0.16	$	(0.07	)	$	0.49	$	0.70	$	(0.21	)
EPS	$	0.19	$	0.17	$	0.02		$	1.26	$	0.74	$	0.52

The following significant items contributed to the above variances in EPS from continuing operations:

	Variance 2011 v. 2010
	Quarter			Year
2010 additional mortgage interest income	$	(0.04	)	$	(0.19	)
2011 gain on extinguishment of debt		--			0.03
2011 rents from new acquisitions and redevelopment projects
placed in service		0.03			0.08
Income tax provision		(0.01	)		0.04
2010 RCP Venture income, net of noncontrolling interests’
share and income taxes		(0.04	)		(0.03	)
2010 non-cash gain on purchase of interest in City Point, net of
noncontrolling interests		--			(0.16	)
Other items, net		(0.01	)		0.02
Total variance	$	(0.07	)	$	(0.21	)

EPS from discontinued operations of $0.77 for the year ended December 31, 2011 was primarily attributable to (i) a $4.0 million gain, net of noncontrolling interests’ share, on the sale of 16 Fund I properties, (ii) a $28.6 million gain from the sale of the Ledgewood Mall and (iii) a $0.8 million gain, net of noncontrolling interests’ share, on the sale of a Fund II leasehold interest at the Oakbrook Center.

Core Portfolio

Acadia’s core portfolio is comprised of properties that are owned in whole or in part by Acadia outside of its three opportunity funds (the “Funds”).

Asset Recycling and Acquisition Activity – Investments in Urban/Street Retail

During the fourth quarter 2011, Acadia entered into contracts to acquire two properties for an aggregate purchase price of $22.7 million. Year-to-date, the Company has entered into contracts or closed on 31 street and urban retail properties located primarily in Chicago, Washington, DC (Georgetown), Cambridge, Massachusetts and New York City for an aggregate purchase price of $181.1 million. Acadia has closed on 15 of these properties for an aggregate purchase price of $73.8 million through year-end.

Core Portfolio Anchor Recycling

As previously announced during 2011, Acadia commenced the re-anchoring of the Bloomfield Town Square, located in Bloomfield Hills, Michigan, and two former A&P supermarket locations located in the New York City metropolitan area (collectively, the “Re-anchoring Activities”). As of December 31, 2011, 77% of this aggregate space has been leased with tenants at the Bloomfield Town Square expected to open during the second half of 2012.

Occupancy and Same-Store NOI

At December 31, 2011, Acadia’s core portfolio occupancy was 89.8% which was consistent with third quarter 2011. Including the square footage leased, but not yet occupied, in connection with the Re-Anchoring Activities, the core portfolio is 92.7% leased. The remaining space anticipated to be leased in connection with the Re-Anchoring Activities represents an additional 90 basis points of portfolio occupancy.

Excluding the impact of the Re-anchoring Activities, core portfolio same-store NOI increased 1.3% for the fourth quarter 2011 over fourth quarter 2010 and increased 0.1% for the year ended December 31, 2011, compared to 2010. Including the impact of the Re-anchoring Activities, core portfolio same-store NOI decreased 4.7% for the fourth quarter 2011 and decreased 4.1% for the year ended December 31, 2011, compared to 2010.

Rent Spreads on New and Renewal Leases

The Company realized an increase in average rents of 14.1% in its core portfolio on 100,000 square feet of new and renewal leases executed during the fourth quarter of 2011. Excluding the effect of the straight-lining of rents, the Company experienced an increase of 2.2% in average rents in its core portfolio.

Opportunity Funds – Fund III Acquisition Pipeline; Fund I Continues Monetization

Fund III Acquisitions

During the fourth quarter, Fund III acquired three properties for an aggregate purchase price of $46.5 million and was under contract to purchase one property for $31.5 million as follows:

New Hyde Park Shopping Center - a 31,500 square foot planned redevelopment located in New Hyde Park, New York,

Parkway Crossing - a 260,000 square foot project located in Baltimore, Maryland which includes the re-anchoring of a former A&P store with a Shop Rite supermarket ,

654 Broadway - an 18,700 square foot urban/street retail property located in the Noho district of New York City with redevelopment potential, and

Lincoln Park Centre (currently under contract) – a 62,700 square foot re-anchoring project (former Border Books store) located in Lincoln Park’s Clybourn Corridor in Chicago, Illinois adjacent to the newly developed Apple store.

Year-to-date, Fund III has closed on, or is under contract for, seven acquisitions aggregating $171.3 million. The closing of the transaction currently under contract is subject to customary closing conditions and in certain instances, lender approval. As such, no assurance can be given that the Company will successfully complete this transaction.

Fund I – Dispositions

Balance Sheet – Securing Capital to Fund Acquisition Pipelines

During the fourth quarter, Acadia issued 2.25 million Common Shares, which generated net proceeds of approximately $45.0 million. In addition, during January 2012, the Company established an at-the-market (“ATM”) equity program with an aggregate offering price up to $75.0 million. Acadia intends to use the net proceeds of these offerings, in part, to fund the core and its share of the Fund acquisition activities as discussed above.

During December 2011, Acadia repurchased $24.0 million of its outstanding convertible debt. Following this repurchase, the Company’s outstanding convertible notes payable balance was $0.9 million as of December 31, 2011.

Acadia continues to maintain a secure balance sheet with available liquidity, low leverage and limited interest rate exposure as evidenced by the following:

As of December 31, 2011, the Company had total liquidity of $126 million, including $63 million of cash on hand and $63 million available under existing lines of credit, excluding the Funds’ cash and credit facilities

Core portfolio Net Debt to EBITDA ratio of 4.0x

Including the Company’s pro-rata share of the Fund debt (“Combined”), a Net Debt to EBITDA ratio of 4.9x

Combined Net Debt to Total Market Capitalization of 27% and Combined Debt to Total Market Capitalization of 31%

Core portfolio fixed-charge coverage ratio of 2.6 to 1

Combined fixed-charge coverage ratio, including the core portfolio and the Company’s pro- rata share of the Funds, was 3.0 to 1

100% of the Company’s core portfolio debt is fixed at an average interest rate of 6.1%

82% of the Company’s Combined debt is fixed at an average interest rate of 5.5%

Outlook - Earnings Guidance for 2012

The Company forecasts its 2012 annual FFO will range from $1.00 to $1.05 per share and 2012 EPS from $0.54 to $0.60. The following table summarizes management’s 2012 guidance (dollars in millions, except per share amounts):

	2012						2011
	Low			High			Actual
Core and pro-rata share of Fund portfolio income	$	49.5		$	52.5		$	43.9
Asset and property management fee income, net of taxes		14.0			14.5			12.1
Transactional fee income, net of taxes		5.0			6.5			6.2
Promote income from Funds, RCP Venture and
other income, net of taxes		0.5			1.0			1.5
General and administrative expense		(23.5	)		(24.0	)		(23.4	)
FFO	$	45.5		$	50.5		$	40.3
FFO per share	$	1.00		$	1.05		$	0.97

The following is a reconciliation of the calculation of forecasted FFO per diluted share and earnings per diluted share:

Guidance Range for 2012	Low			High
Earnings per diluted share		$	0.54		$	0.60
Depreciation of real estate and amortization of leasing costs:
Wholly owned and consolidated partnerships			0.41			0.40
Unconsolidated partnerships			0.04			0.04
Noncontrolling interest in Operating Partnership			0.01			0.01
FFO		$	1.00		$	1.05

For the core portfolio, the Company is assuming occupancy to increase up to 400 basis points by the end of 2012 and for same-store NOI to increase, on average, between 2% and 3% for the year. During the first half of 2012, the Re-Anchoring Activities as discussed above will continue to impact same-store NOI unfavorably, but are expected to contribute positively to this portfolio measure during the second half of 2012. Similarly, the Re-Anchoring Activities and forecasted 2012 core and Fund investments are anticipated to be key drivers to earnings growth, primarily in the second half of 2012. Management will discuss its 2012 earnings guidance and related assumptions in further detail on its scheduled year-end investor conference call.

Management Comments

“I am pleased with our fourth quarter results, which continued to show the progress that we made throughout 2011 with our key growth initiatives,” stated Kenneth F. Bernstein, President and CEO of Acadia Realty Trust. “This includes progress in our core portfolio through both the profitable re-anchoring of several important projects as well as meaningful additions to our street and urban retail portfolio. Upon the anticipated closing of these investments, we will have added $181 million of high quality properties, located in New York City, Chicago, Washington, DC and Cambridge, Massachusetts to our already strong core portfolio. We also added several exciting value-add investments through our Fund III platform. The contributions from all of these activities will have an important impact to our earnings in the second half of this year and will make important long-term contributions to our portfolio going forward.”

Investor Conference Call

Management will conduct a conference call on Wednesday, February 8, 2012 at 12:00 PM ET to review the Company's earnings and operating results. The live conference call can be accessed by dialing 866-362-4666 (internationally 617-597-5313). The pass code is “Acadia”. The call will also be webcast and can be accessed in a listen-only mode at Acadia's web site at www.acadiarealty.com. If you are unable to participate during the live webcast, the call will be archived and available on Acadia's website. Alternatively, to access the replay by phone, dial 888-286-8010 (internationally 617-801-6888), and the passcode will be 72203050. The phone replay will be available through Wednesday, February 15, 2012.

About Acadia Realty Trust

Acadia Realty Trust, a fully-integrated equity real estate investment trust, is focused on the acquisition, ownership, management and redevelopment of high-quality retail properties and urban/infill mixed-use properties with a strong retail component located primarily in high-barrier-to-entry, densely-populated metropolitan areas along the East Coast and in Chicago. Acadia owns, or has an ownership interest in, 83 properties through its core portfolio and three opportunistic/value-add investment funds. Additional information may be found on the Company’s website at www.acadiarealty.com.

Certain matters in this press release may constitute forward-looking statements within the meaning of federal securities law and as such may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performances or achievements of Acadia to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements regarding Acadia’s future financial results and its ability to capitalize on potential opportunities arising from continued economic uncertainty. Factors that could cause the Company’s forward-looking statements to differ from its future results include, but are not limited to, those discussed under the headings “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual report on Form 10-K filed with the SEC on February 28, 2011 (“Form 10-K”) and other periodic reports filed with the SEC, including risks related to: (i) the current global financial environment and its effect on retail tenants; (ii) the Company’s reliance on revenues derived from major tenants; (iii) the Company’s limited control over joint venture investments; (iv) the Company’s partnership structure; (v) real estate and the geographic concentration of our properties; (vi) market interest rates; (vii) leverage; (viii) liability for environmental matters; (ix) the Company’s growth strategy; (x) the Company’s status as a REIT; (xi) uninsured losses and (xii) the loss of key executives. Copies of the Form 10-K and the other periodic reports Acadia files with the SEC are available on the Company’s website at www.acadiarealty.com. Any forward-looking statements in this press release speak only as of the date hereof. Acadia expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Acadia's expectations with regard thereto or change in events, conditions or circumstances on which any such statement is based.

ACADIA REALTY TRUST AND SUBSIDIARIES
Financial Highlights (1)
For the Quarters and Years ended December 31, 2011 and 2010
(dollars and Common Shares in thousands, except per share data)

	For the Quarters ended						For the Years ended
	December 31,						December 31,
Revenues	2011			2010			2011			2010

Minimum rents	$	28,924		$	25,399		$	111,862		$	97,002
Percentage rents		75			201			361			473
Mortgage interest income		1,936			3,724			11,429			19,161
Expense reimbursements		6,175			5,778			22,388			20,499
Other property income		595			700			2,444			2,486
Management fee income		508			242			1,677			1,424
Total revenues		38,213			36,044			150,161			141,045
Operating expenses
Property operating		7,574			8,892			29,371			29,223
Real estate taxes		4,894			4,353			18,686			17,255
General and administrative		5,939			4,368			23,086			20,220
Depreciation and amortization		8,597			7,785			32,986			28,808
Total operating expenses		27,004			25,398			104,129			95,506

Operating income		11,209			10,646			46,032			45,539

Equity in (loss) earnings of unconsolidated affiliates		(1,470	)		10,361			1,555			10,971
Other interest income (expense)		57			(54	)		276			408
Gain from bargain purchase		--			--			--			33,805
Interest expense and other finance costs		(9,511	)		(11,437	)		(37,109	)		(40,498	)
Gain on extinguishment of debt		--			--			1,268			--
Income from continuing operations before
Income taxes		285			9,516			12,022			50,225
Income tax provision		467			1,021			474			2,890
(Loss) income from continuing operations		(182	)		8,495			11,548			47,335


ACADIA REALTY TRUST AND SUBSIDIARIES
Financial Highlights (1)
For the Quarters and Years ended December 31, 2011 and 2010
(dollars and Common Shares in thousands, except per share data)

	For the Quarters ended						For the Years ended
	December 31,						December 31,
	2011			2010			2011			2010
Discontinued operations:
Operating income from discontinued operations		225			887			2,262			3,332
Impairment of asset		--			--			(6,925	)		--
Gain on sale of property		14,332			--			46,830			--
Income from discontinued operations		14,557			887			42,167			3,332
Net income		14,375			9,382			53,715			50,667
(Income) loss attributable to noncontrolling interests:
Continuing operations		3,971			(1,906	)		8,514			(19,075	)
Discontinued operations		(10,459	)		(464	)		(10,674	)		(1,535	)
Net (income) loss attributable to noncontrolling
interests		(6,488	)		(2,370	)		(2,160	)		(20,610	)

Net income attributable to Common Shareholders	$	7,887		$	7,012		$	51,555		$	30,057

Supplemental Information
Income from continuing operations attributable to
Common Shareholders	$	3,789		$	6,589		$	20,062		$	28,260
Income from discontinued operations attributable to
Common Shareholders		4,098			423			31,493			1,797
Net income attributable to Common Shareholders	$	7,887		$	7,012		$	51,555		$	30,057

Net income attributable to Common Shareholders per Common Share – Basic
Net income per Common Share – Continuing
operations	$	0.09		$	0.16		$	0.50		$	0.70
Net income per Common Share – Discontinued
operations		0.10			0.01			0.77			0.05
Net income per Common Share	$	0.19		$	0.17		$	1.27		$	0.75
Weighted average Common Shares		41,785			40,257			40,697			40,136
Net income attributable to Common Shareholders per Common Share – Diluted 2
Net income per Common Share – Continuing
operations	$	0.09		$	0.16		$	0.49		$	0.70
Net income per Common Share – Discontinued
operations		0.10			0.01			0.77			0.04
Net income per Common Share	$	0.19		$	0.17		$	1.26		$	0.74
Weighted average Common Shares		42,066			40,594			40,986			40,406

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights (1)

For the Quarters and Years ended December 31, 2011 and 2010

(dollars and Common Shares in thousands, except per share data)

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS (3)

	For the Quarters ended					For the Years ended
	December 31,					December 31,
		2011			2010		2011			2010


Net income attributable to Common Shareholders	$	7,887		$	7,012	$	51,555		$	30,057

Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):
Consolidated affiliates		4,692			4,687		18,274			18,445
Unconsolidated affiliates		477			374		1,549			1,561
Gain on sale (net of noncontrolling interests' share):
Consolidated affiliates		(2,356	)		--		(31,716	)		--
Unconsolidated affiliates		--			--		--			--
Income attributable to noncontrolling interests’ in
Operating Partnership		99			68		635			377
Distributions – Preferred OP Units		5			5		18			18
Funds from operations	$	10,804		$	12,146	$	40,315		$	50,458
Funds from operations per share – Diluted
Weighted average Common Shares and OP Units 4		42,559			40,979		41,467			40,876
Funds from operations, per share	$	0.25		$	0.30	$	0.97		$	1.23

ACADIA REALTY TRUST AND SUBSIDIARIES
Financial Highlights (1)
For the Quarters and Years ended December 31, 2011 and 2010
(dollars in thousands)
RECONCILIATION OF OPERATING INCOME TO NET PROPERTY
OPERATING INCOME (“NOI”) (3)

	For the Quarters ended						For the Years ended
	December 31,						December 31,
		2011			2010			2011			2010

Operating income	$	11,209		$	10,646		$	46,032		$	45,539

Add back:
General and administrative		5,939			4,368			23,086			20,220
Depreciation and amortization		8,597			7,785			32,986			28,808
Less:
Management fee income		(508	)		(242	)		(1,677	)		(1,424	)
Mortgage interest income		(1,936	)		(3,724	)		(11,429	)		(19,161	)
Straight line rent and other adjustments		(1,785	)		(955	)		(8,712	)		(3,627	)

Consolidated NOI		21,516			17,878			80,286			70,355

Noncontrolling interest in NOI		(7,255	)		(4,962	)		(25,195	)		(18,308	)
Pro-rata share of NOI	$	14,261		$	12,916		$	55,091		$	52,047

SELECTED BALANCE SHEET INFORMATION
	As of
	December 31, 2011			December 31, 2010
	(dollars in thousands)

Cash and cash equivalents		$	89,812		$	120,592
Rental property, at cost			1,252,100			1,061,669
Total assets			1,653,319			1,524,806
Notes payable			788,840			854,924
Total liabilities			883,221			937,284

Notes:

1 For additional information and analysis concerning the Company’s 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.

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights

For the Quarters and Years ended December 31, 2011 and 2010

(dollars and Common Shares in thousands, except per share data)

Notes (continued):

2 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 this 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.

3 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 its 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 and depreciation and amortization. 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, and after adjustments for unconsolidated partnerships and joint ventures.

4 In addition to the weighted average Common Shares outstanding, basic and diluted FFO also assumes full conversion of a weighted average 493 and 360 OP Units into Common Shares for the quarters ended December 31, 2011 and 2010, respectively and 480 and 469 OP Units into Common Shares for the years ended December 31, 2011 and 2010, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 25 Common Shares for each of the quarters ended December 31, 2011 and 2010, and for each of the years ended December 31, 2011 and 2010. In addition, diluted FFO also includes the effect of employee share options of 256 and 337 Common Shares for the quarters ended December 31, 2011 and 2010, respectively and 264 and 245 Common Shares for the years ended December 31, 2011 and 2010, respectively.

CONTACT:

Acadia Realty Trust

Jon Grisham, 914-288-8100

a50161252ex99-2.htm

Exhibit 99.2

REPORTING SUPPLEMENT

ACADIA REALTY TRUST

Table of Contents
Year Ended 2011



Section I - Financial Information		Section II - Opportunity Fund Information

Company Information	3	Opportunity Fund Overview	23
Total Market Capitalization	4	Opportunity Fund Properties	24
Operating Statements		Opportunity Fund Lease Expirations	25
Pro-rata Consolidation	5	Redevelopment Projects - Operating	28
Opportunity Funds	6	Redevelopment Projects - Construction and Design	29
Funds from Operations ("FFO"), Adjusted FFO ("AFFO")		RCP Venture Investments	30
and Funds Available for Distribution ("FAD")	8	Storage Portfolio	31
EBITDA	9
Same Property Net Operating Income	10
Fee Income	11	Section III - Core Portfolio Information
Balance Sheet - Pro-rata Consolidation	12
Notes Receivable	13	Core Properties	32
Other Information		Core Portfolio by State	34
2012 Guidance	14	Core Top Tenants	35
Net Asset Valuation	15	Core Lease Expirations	36
Selected Financial Ratios	16	Core New and Renewal Rent Spreads	38
Debt Analysis		Core Capital Expenditures	39
Summary	17	Portfolio Demographics	40
Detail	18	Important Notes	42
Maturities with Extension Options	21
Maturities	22



Visit www.acadiarealty.com for additional investor and portfolio information

- 2 -

Company Information

Acadia Realty Trust, a fully-integrated equity real estate investment trust, is focused on the ownership, management and redevelopment of high-quality retail properties and urban/infill mixed-use properties with a strong retail component located primarily in high-barrier-to-entry, densely-populated metropolitan areas along the East Coast and in Chicago. Acadia owns, or has an ownership interest in, 83 properties through its core portfolio and three 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
	1311 Mamaroneck Avenue	Jon Grisham	Symbol AKR
	Suite 260	Senior Vice President,
	White Plains, NY 10605	Chief Financial Officer
	www.acadiarealty.com	(914) 288-8142
		jgrisham@acadiarealty.com


Analyst Coverage

	Bank of America / Merrill Lynch	Green Street Advisors	KeyBanc Capital Markets, Inc.
	Craig Schmidt - (646) 855-3640	Cedrik LaChance - (949) 640-8780	Todd Thomas - (917) 368-2286
	craig.schmidt@baml.com	clachance@greenst.com	tthomas@keybanccm.com

	Bank of Montreal	Janney Montgomery Scott	Macquarie Capital (USA)
	Paul Adornato, CFA - (212) 885-4170	Andrew T. DiZio, CFA - (215) 665-6439	Rob Stevenson - (212) 231-8068
	paul.adornato@bmo.com	adizio@jmsonline.com	rob.stevenson@macquarie.com

	Citigroup - Global Markets	J.P. Morgan Securities, Inc.	RBC Capital Markets
	Quentin Velleley, CFA - (212) 816-6981	Michael W. Mueller, CFA - (212) 622-6689	Rich Moore, CFA - (440) 715-2646
	quentin.velleley@citi.com	michael.w.mueller@jpmorgan.com	rich.moore@rbccm.com

	Cowen and Company	Keefe, Bruyette & Woods, Inc.	UBS
	Michael Gorman - (646) 562-1381	Sheila K. McGrath - (212) 887-7793	Christy McElroy - (203) 719-7831
	michael.gorman@cowen.com	smcgrath@kbw.com	christy.mcelroy@ubs.com

- 3 -

Total Market Capitalization
(including pro-rata share of Opportunity Fund debt, dollars in thousands)

										Capitalization
	Percent of			Total Market Capitalization						based on
	Total Equity			$				%		Net Debt1
Equity Capitalization
Total Common Shares Outstanding		98.9	%		42,586
Common Operating Partnership ("OP") Units		1.1	%		492
Combined Common Shares and OP Units					43,078

Share Price December 31, 2011				$	20.14

Equity Capitalization - Common Shares and OP Units				$	867,591
Preferred OP Units					505		2
Total Equity Capitalization					868,096			69	%		73	%

Debt Capitalization
Consolidated debt					788,807
Adjustment to reflect pro-rata share of debt					(392,350	)
Total Debt Capitalization					396,457			31	%		27	%

Total Market Capitalization				$	1,264,553			100	%		100	%

Weighted Average Outstanding Common Shares and OP Units
(in thousands)
	December 31, 2011				December 31, 2010
	Quarter		Year-to-date		Quarter		Year-to-date
Weighted average Common Shares - Basic EPS		41,785		40,697		40,257		40,136
Dilutive potential Common Shares		281		289		337		270
Weighted average Common Shares - Diluted EPS		42,066		40,986		40,594		40,406
OP Units		493		481		360		470
Dilutive potential OP Units		-		-		25		-
Weighted average Common Shares and OP Units - Diluted FFO		42,559		41,467		40,979		40,876

Notes:

1 Reflects debt net of Core Portfolio and pro-rata share of Opportunity Funds cash balance ("Net Debt"). Cash balance as of December 31, 2011 was $71,985

2 Represents 188 Series A Preferred OP Units convertible into 25,067 Common OP units multiplied by the Common Share price at quarter end.

3 Fixed-rate debt includes notional principal fixed through interest rate swap transactions.

- 4 -

Income Statements - Pro-rata Consolidation1

Current Quarter and Year-to-Date

(in thousands)

	Year ended December 31, 2011																					Three months ended December 31, 2011
	Core Retail												Opportunity Funds						Total			Core Retail											Opportunity Funds					Total
							Total																					Total
	Wholly			Joint			Continuing			Discontinued			Continuing			Discontinued						Wholly			Joint			Continuing			Discontinued		Continuing			Discontinued
	Owned			Ventures 2			Operations			Operations			Operations			Operations						Owned			Ventures 2			Operations			Operations		Operations			Operations
CORE PORTFOLIO AND OPPORTUNITY FUND INCOME

PROPERTY REVENUES
Minimum rents	$	44,024		$	6,661		$	50,685		$	1,259		$	14,187		$	561			66,693		$	11,447		$	1,811		$	13,258		$	-	$	3,721		$	83	$	17,062
Percentage rents		357			57			414			37			13			-			464			75			8			83			-		4			-		87
Expense reimbursements - CAM		4,636			719			5,355			289			1,189			15			6,848			1,400			161			1,561			-		325			-		1,886
Expense reimbursements - Taxes		6,680			1,000			7,680			172			1,298			12			9,162			1,721			271			1,992			-		370			-		2,362
Other property income		113			10			123			1			408			-			532			54			5			59			-		123			-		182
Total Property Revenues		55,810			8,447			64,257			1,758			17,095			588			83,699			14,697			2,256			16,953			-		4,543			83		21,579

PROPERTY EXPENSES
Property operating - CAM		6,480			983			7,463			537			1,572			46			9,618			1,876			240			2,116			-		458			4		2,578
Other property operating (Non-CAM)		2,292			219			2,511			86			2,839			179			5,615			708			97			805			-		712			38		1,555
Real estate taxes		8,507			1,182			9,689			286			2,186			37			12,198			2,236			319			2,555			-		587			6		3,148
Total Property Expenses		17,279			2,384			19,663			909			6,597			262			27,431			4,820			656			5,476			-		1,758			47		7,281

NET OPERATING INCOME - PROPERTIES		38,531			6,063			44,594			849			10,497			327			56,268			9,877			1,600			11,477			-		2,785			36		14,298

OTHER INCOME (EXPENSE)
Mezzanine interest income		10,027			-			10,027			-			266			-			10,293			1,462			-			1,462			-		81			-		1,543
Other interest income		275			-			275			-			19			-			294			56			-			56			-		19			-		75
Straight-line rent income, net		861			51			912			(1	)		1,252			40			2,203			618			16			634			-		217			-		851
Straight-line ground rent expense		-			-			-			-			(88	)		-			(88	)		-			-			-			-		(22	)		-		(22	)
FAS 141 rent, net		(833	)		140			(693	)		-			342			-			(351	)		(353	)		35			(318	)		-		222			-		(96	)
FAS 141 interest expense		20			-			20			-			53			-			73			5			-			5			-		16			-		21
Interest expense		(15,506	)		(3,918	)		(19,424	)		-			(3,947	)		-			(23,371	)		(3,456	)		(1,124	)		(4,580	)		-		(1,114	)		-		(5,694	)
Amortization of loan costs		(492	)		-			(492	)		-			(670	)		-			(1,162	)		(145	)		-			(145	)		-		(159	)		-		(304	)
Asset and property management expense		(56	)		-			(56	)		-			(533	)		-			(589	)		(12	)		-			(12	)		-		(72	)		-		(84	)
Promote expense		-			-			-			-			-			-			-			-			-			-			-		-			-		-
Other income		1,244			22			1,266			-			10			-			1,276			260			22			282			-		-			-		282
Acquisition costs		(780	)		-			(780	)		-			(301	)		-			(1,081	)		(196	)		-			(196	)		-		(284	)		-		(480	)
Impairment of asset		-			-			-			-			-			(2,616	)		(2,616	)		-			-			-			-		-			-		-
Equity in earnings of unconsolidated affiliate, net of taxes		-			-			-			-			-			-			-			-			-			-			-		-			-		-
CORE PORTFOLIO AND OPPORTUNITY FUND INCOME		33,291			2,358			35,649			848			6,900			(2,249	)		41,149			8,116			549			8,665			-		1,689			36		10,390

FEE INCOME
Asset and property management fees and priority distributions		12,615			-			12,615			-			-			-			12,615			3,166			-			3,166			-		-			-		3,166
Transactional fees3		6,376			-			6,376			-			-			-			6,376			1,183						1,183			-		-			-		1,183
Provision for income taxes		(953	)		-			(953	)		-			125			-			(828	)		(538	)		-			(538	)		-		(1	)		-		(539	)
FEE INCOME		18,038			-			18,038			-			125			-			18,163			3,811			-			3,811			-		(1	)		-		3,810

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments		-			-			-			-			646			-			646			-			-			-			-		(116	)		-		(116	)
Promote income - RCP		-			-			-			-			(175	)		-			(175	)		-			-			-			-		(57	)		-		(57	)
Promote income - Fund capital transactions		-			-			-			-			2,407			-			2,407			-			-			-			-		2,407			-		2,407
Equity in earnings of unconsolidated properties		-			-			-			-			-			-			-			-			-			-			-		-			-		-
Lease termination income		96			3			99			-			7			-			106			-			-			-			-		-			-		-
Gain (loss) on extinguishment of debt		1,268			-			1,268			-			-			-			1,268			-			-			-			-		-			-		-
Gain from bargain purchase		-			-			-			-			-			-			-			-			-			-			-		-			-		-
Provision for income taxes (RCP)		(121	)		(1	)		(122	)		-			(7	)		-			(129	)		79			-			79			-		-			-		79
Total Promote, RCP and Other Income		1,243			2			1,245			-			2,878			-			4,123			79			-			79			-		2,234			-		2,313

GENERAL AND ADMINISTRATIVE		(23,042	)		(21	)		(23,063	)		-			(379	)		-			(23,442	)		(5,824	)		(12	)		(5,836	)		-		(100	)		-		(5,936	)

Depreciation and amortization		(13,063	)		(1,562	)		(14,625	)		(343	)		(4,179	)		(66	)		(19,213	)		(3,324	)		(478	)		(3,802	)		-		(1,101	)		-		(4,903	)
FAS 141 amortization		321			-			321			-			(634	)		-			(313	)		93			-			93					(140	)		-		(47	)
Gain on sale of properties		-			-			-			28,576			-			3,140			31,716			-			-			-			-		-			2,356		2,356
Income before noncontrolling interests		16,788			777			17,565			29,081			4,712			824			52,183			2,951			59			3,010			-		2,581			2,392		7,983

Noncontrolling interest - OP		(652	)		-			(652	)		-			-			-			(652	)		(103	)		-			(103	)		-		-			-		(103	)
Noncontrolling interests		-			-			-			-			24			-			24			-			-			-			-		7			-		7

NET INCOME	$	16,136		$	777		$	16,913		$	29,081		$	4,736		$	824		$	51,555		$	2,848		$	59		$	2,907		$	-	$	2,588		$	2,392	$	7,887

Notes:

1Quarterly results are unaudited, although they reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of operating results for the interim periods.

The Company's investments in consolidated and unconsolidated joint ventures are reflected separately for revenues and expenses by calculating it's pro-rata share for each of the above line items.

In total, net income agrees with net income as reported in the Company's Form 10Q's and 10K for the corresponding periods.

2The Company has a 22.2% interest in Brandywine Portfolio ("Brandywine"), a 49% interest in the Crossroads Shopping Center ("Crossroads") and a 50% interest in six properties ("Georgetown Portfolio") which are accounted for as unconsolidated investments in the Company's financial statements.

3Consists of development, construction, leasing and legal fees.

- 5 -

Income Statements - Opportunity Funds1

Year-to-Date

(in thousands)

	Year ended December 31, 2011
													Continuing			Discontinued																				Continuing			Discontinued											Pro-rata
													Operations			Operations																				Operations			Operations											share of
	Fund I			Fund I			Fund I			AKR			AKR Pro-			AKR Pro-						AKR			AKR Pro-			Fund II			Fund II		Fund II			AKR Pro-			AKR Pro-					AKR Pro-						Fund III						AKR Pro-			Total
	Continuing			Discontinued			Consolidated			Promote			rata share			rata share			Mervyns			Promote			rata share			Continuing			Discontinued		Consolidated			rata share			rata share		Mervyns			rata share						unconsolidated			Adjusted			rata share			AKR Pro-
	Operations			Operations			Operations3				20.00%			22.22%			22.22%		I				20.00%			22.22%		Operations			Operations		Operations				20.00%			20.00%	II				20.00%		Fund III			affiliates4			Fund III				19.90%		rata share

PROPERTY REVENUES
Minimum rents	$	1,074		$	2,495		$	3,569		$	714		$	82		$	552		$	-		$	-		$	-		$	30,534		$	44	$	30,578		$	6,103		$	9	$	-		$	-		$	29,510		$	7,096		$	36,606		$	7,286		$	14,747
Percentage rents		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			4			62			66			13			13
Expense reimbursements - CAM		152			65			217			43			24			15			-			-			-			3,001			-		3,001			600			-		-			-			1,522			1,098			2,620			521			1,204
Expense reimbursements - Taxes		80			55			135			27			12			12			-			-			-			2,426			-		2,426			485			-		-			-			3,665			223			3,888			774			1,310
Other property income		1			-			1			0			0			-			-			-			-			424			-		424			85			-		-			-			1,516			110			1,626			323			408
Total Property Revenues		1,307			2,615			3,922			784			118			579			-			-			-			36,385			44		36,429			7,273			9		-			-			36,217			8,589			44,806			8,917			17,682

PROPERTY EXPENSES
Property operating - CAM		194			205			399			80			25			46			-			-			-			4,710			1		4,711			942			-		-			-			1,962			673			2,635			524			1,618
Other property operating (Non-CAM)		255			806			1,061			212			10			179			-			-			-			5,506			-		5,506			1,101			-		-			-			6,532			1,079			7,611			1,515			3,018
Real estate taxes		125			168			293			59			15			37			-			-			-			4,153			-		4,153			830			-		-			-			5,763			681			6,444			1,283			2,223
Total Property Expenses		574			1,179			1,753			351			50			262			-			-			-			14,369			1		14,370			2,873			-		-			-			14,257			2,433			16,690			3,322			6,859

NET OPERATING INCOME - PROPERTIES		733			1,436			2,169			434			68			318			-			-			-			22,016			43		22,059			4,400			9		-			-			21,960			6,156			28,116			5,595			10,823

OTHER INCOME (EXPENSE)
Mezzanine interest income		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			1,338			-			1,338			266			266
Other interest income		49			-			49			10			9			-			-			-			-			-			-		-			-			-		-			-			1			2			3			-			19
Straight-line rent income, net		36			182			218			44			(2	)		40			-			-			-			4,607			-		4,607			921			-		-			-			1,017			428			1,445			289			1,292
Straight-line ground rent		-			-			-			-			-			-			-			-			-			(432	)		-		(432	)		(88	)		-		-			-			-			-			-			-			(88	)
FAS 141 rent, net		-			-			-			-			-			-			-			-			-			(152	)		-		(152	)		(30	)		-		-			-			400			1,472			1,872			372			342
FAS 141 interest expense		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			270			270			53			53
Interest expense		(161	)		-			(161	)		(32	)		(29	)		-			-			-			-			(10,862	)		-		(10,862	)		(2,172	)		-		-			-			(5,780	)		(2,844	)		(8,624	)		(1,715	)		(3,947	)
Amortization of loan costs		(35	)		-			(35	)		(7	)		(6	)		-			-			-			-			(2,476	)		-		(2,476	)		(495	)		-		-			-			(818	)		-			(818	)		(163	)		(670	)
Asset and property management expense 2		36			(28	)		8			-			2			-			-			-			-			(5,400	)		-		(5,400	)		-			-		(572	)		-			(9,907	)		(3,018	)		(12,925	)		(536	)		(533	)
Promote expense2		(2,177	)		-			(2,177	)		-			-			-			(4	)		-			-			-			-		-			-			-		-			-			-			-			-			-			-
Other income		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			50			50			10			10
Acquisition costs		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			(674	)		(835	)		(1,509	)		(301	)		(301	)
Impairment of asset		-			(6,925	)		(6,925	)		-			-			(2,616	)		-			-			-			-			-		-			-			-		-			-			-			-			-			-			(2,616	)
Equity in earnings of unconsolidated affiliate, net of taxes		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
OPPORTUNITY FUND INCOME		(1,519	)		(5,335	)		(6,854	)		448			43			(2,258	)		(4	)		-			-			7,301			43		7,344			2,536			9		(572	)		-			7,537			1,681			9,218			3,870			4,650

FEE INCOME
Asset and property management fees and
priority distributions 2		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			92			-			-			-
Transactional fees		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Provision for income taxes		-			-			-			-			-			-			-			-			-			(16	)		-		(16	)		(3	)		-		-			-			642			-			642			128			125
Total Fee Income		-			-			-			-			-			-			-			-			-			(16	)		-		(16	)		(3	)		-		-			-			642			92			642			128			125

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments		-			-			-			-			-			-			(865	)		-			(154	)		-			-		-			-			-		4,002			800			-			-			-			-			646
Promote income - RCP		-			-			-			-			-			-			-			(174	)		-			-			-		-			-			-		-			-			-			-			-			-			(174	)
Promote income - Fund capital transactions		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Equity in earnings of unconsolidated properties		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Lease termination income		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			34			34			7			7
Gain on extinguishment of debt		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Gain from bargain purchase		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Provision for income taxes (RCP)		(11	)		-			(11	)		(2	)		(2	)		-			(1	)		(0	)		(0	)		-			-		-			-			-		(8	)		(2	)		-			-			-			-			(7	)
Total Promote, RCP and Other Income		(11	)		-			(11	)		(2	)		(2	)		-			(866	)		(174	)		(154	)		-			-		-			-			-		3,994			798			-			34			34			7			472

GENERAL AND ADMINISTRATIVE		(127	)		-			(127	)		(25	)		(23	)		-			(13	)		(3	)		(2	)		(831	)		-		(831	)		(166	)		-		(62	)		(13	)		(669	)		(84	)		(753	)		(150	)		(381	)

Depreciation and amortization		(315	)		(299	)		(614	)		(123	)		(43	)		(66	)		-			-			-			(10,592	)		-		(10,592	)		(2,119	)		-		-			-			(7,543	)		(1,960	)		(9,503	)		(1,891	)		(4,244	)
FAS 141 amortization		-			-			-			-			-			-			-			-			-			(161	)		-		(161	)		(33	)		-		-			-			(1,068	)		(1,951	)		(3,019	)		(601	)		(634	)
Gain on sale of properties		-			10,601			10,601			3,095			(688	)		2,356			-			-			-			-			3,918		3,918			-			784		-			-			-			-			-			-			5,547
Income before noncontrolling interest		(1,972	)		4,967			2,995			3,393			(712	)		31			(883	)		(176	)		(156	)		(4,299	)		3,961		(338	)		215			793		3,360			785			(1,101	)		(2,188	)		(3,381	)		1,363			5,535

Noncontrolling interest - OP		-			-			-			-			-			-			-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Noncontrolling interests		-			-			-			-			-			-			-			-			-			1			-		1			-			-		-			-			117			-			117			24			24

NET INCOME	$	(1,972	)	$	4,967		$	2,995		$	3,393		$	(712	)	$	31		$	(883	)	$	(176	)	$	(156	)	$	(4,298	)	$	3,961	$	(337	)	$	215		$	793	$	3,360		$	785		$	(984	)	$	(2,188	)	$	(3,264	)	$	1,387		$	5,559

Notes:

1 Quarterly results are unaudited, although they reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of operating results for the interim periods. The Company's investments in consolidated and unconsolidated joint ventures are reflected separately for revenues and expenses by calculating it's pro-rata share for each of the above line items. In total, net income agrees with net income as reported in the Company's Form 10Q's and 10K for the corresponding periods. The Company currently invests in Funds I. II & III and Mervyn's which are consolidated with the Company's financial statements.

2 Funds I, II & III and the Mervyn's entities pay various fees and promotes to the Company. As it is the recipient of such fees, the Company does not recognize its pro-rata share of these expenses.

3 The 25% noncontrolling interest in the Kroger/Safeway Portfolio has been deducted from each of the income statement line items.

4 Represents Fund III's pro-rata share of the following unconsolidated investments: White City, White Oak, Lincoln Road, Parkway Crossing and Self-Storage Management.

- 6 -

Income Statements - Opportunity Funds1

Current Quarter

(in thousands)

	Three months ended December 31, 2011
													Continuing			Discontinued																			Continuing			Discontinued											Pro-rata
													Operations			Operations																			Operations			Operations											share of
	Fund I			Fund I			Fund I			AKR			AKR Pro-			AKR Pro-					AKR			AKR Pro-			Fund II			Fund II		Fund II			AKR Pro-			AKR Pro-					AKR Pro-						Fund III						AKR Pro-			Total
	Continuing			Discontinued			Consolidated			Promote			rata share			rata share		Mervyns			Promote			rata share			Continuing			Discontinued		Consolidated			rata share			rata share		Mervyns			rata share						unconsolidated			Adjusted			rata share			AKR Pro-
	Operations			Operations			Operations3			20.00%			22.22%			22.22%		I			20.00%			22.22%			Operations			Operations		Operations			20.00%			20.00%		II			20.00%			Fund III			affiliates4			Fund III			19.90%			rata share

PROPERTY REVENUES
Minimum rents	$	228		$	375		$	603		$	121		$	24		$	83	$	-		$	-		$	-		$	8,070		$	-	$	8,070		$	1,613		$	-	$	-		$	-		$	7,986		$	1,879		$	9,865		$	1,963		$	3,804
Percentage rents		-			-			-			-			-			-		-			-			-			-					-			-			-		-			-			-			18			18			4			4
Expense reimbursements - CAM		37			(2	)		35			7			7			-		-			-			-			665					665			133			-		-			-			549			345			894			178			325
Expense reimbursements - Taxes		59			-			59			12			10			-		-			-			-			653					653			131			-		-			-			1,024			64			1,088			217			370
Other property income		1			-			1			0			0			-		-			-			-			123			-		123			25			-		-			-			417			76			493			98			123
Total Property Revenues		325			373			698			140			41			83		-			-			-			9,511			-		9,511			1,902			-		-			-			9,976			2,382			12,358			2,460			4,626

PROPERTY EXPENSES
Property operating - CAM		52			17			69			14			8			4		-			-			-			1,325			-		1,325			265			-		-			-			679			179			858			171			462
Other property operating (Non-CAM)		76			169			245			49			6			38		-			-			-			1,312			-		1,312			262			-		-			-			1,644			339			1,983			395			750
Real estate taxes		66			25			91			18			11			6		-			-			-			1,105			-		1,105			221			-		-			-			1,449			247			1,696			338			593
Total Property Expenses		194			211			405			81			25			47		-			-			-			3,742			-		3,742			748			-		-			-			3,772			765			4,537			904			1,805

NET OPERATING INCOME - PROPERTIES		131			162			293			59			16			36		-			-			-			5,769			-		5,769			1,154			-		-			-			6,204			1,617			7,821			1,556			2,821

OTHER INCOME (EXPENSE)
Mezzanine interest income		-						-			-			-			-		-			-			-			-					-			-			-		-			-			408			-			408			81			81
Other interest income		49						49			10			9			-		-			-			-			-					-			-			-		-			-			1			1			2			-			19
Straight-line rent income, net		6			1			7			1			1			-		-			-			-			768					768			154			-		-			-			189			116			305			61			217
Straight-line ground rent		-						-			-			-			-		-			-			-			(108	)				(108	)		(22	)		-		-			-			-			-			-			-			(22	)
FAS 141 rent, net		-						-			-			-			-		-			-			-			-					-			-			-		-			-			839			279			1,118			222			222
FAS 141 interest expense		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			81			81			16			16
Interest expense		(40	)					(40	)		(8	)		(7	)		-		-			-			-			(2,794	)				(2,794	)		(559	)		-		-			-			(1,943	)		(773	)		(2,716	)		(540	)		(1,114	)
Amortization of loan costs		(8	)					(8	)		(2	)		(1	)		-		-			-			-			(591	)				(591	)		(118	)		-		-			-			(193	)		-			(193	)		(38	)		(159	)
Asset and property management expense2		9			(7	)		2			-			-			-		-			-			-			(1,390	)				(1,390	)		-			-		(143	)		-			(2,757	)		(448	)		(3,205	)		(72	)		(72	)
Promote expense2		(3,131	)					(3,131	)		-			-			-		58			-			-			-					-			-			-		-			-			-			-			-			-			-
Other income		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Acquisition costs		-						-			-			-			-		-			-			-			-					-			-			-		-			-			(593	)		(836	)		(1,429	)		(284	)		(284	)
Impairment of asset		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Equity in earnings of unconsolidated affiliate, net of taxes		-						-			-			-			-					-			-			-					-			-			-		-			-									-			-			-
OPPORTUNITY FUND INCOME		(2,984	)		156			(2,828	)		60			17			36		58			-			-			1,654			-		1,654			609			-		(143	)		-			2,155			37			2,192			1,002			1,725

FEE INCOME
Asset and property management fees and
priority distributions		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Transactional fees		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Provision for income taxes		-						-			-			-			-		-			-			-			-			-		-			-			-		-			-			(7	)		-			(7	)		(1	)		(1	)
Total Fee Income		-			-			-			-			-			-		-			-			-			-			-		-			-			-		-			-			(7	)		-			(7	)		(1	)		(1	)

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments		-						-			-			-			-		(283	)		-			(50	)		-					-			-			-		(328	)		(66	)		-			-			-			-			(116	)
Promote income - RCP		-						-			-			-			-		-			(57	)		-			-					-			-			-		-			-			-			-			-			-			(57	)
Promote income - Fund capital transactions		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Equity in earnings of unconsolidated properties		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Lease termination income		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Gain on extinguishment of debt		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Gain from bargain purchase		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Provision for income taxes (RCP)		-						-			-			-			-		-			-			-			-			-		-			-			-		-			-			-			-			-			-			-
Total Promote, RCP and Other Income		-			-			-			-			-			-		(283	)		(57	)		(50	)		-			-		-			-			-		(328	)		(66	)		-			-			-			-			(173	)

GENERAL AND ADMINISTRATIVE		(48	)					(48	)		(10	)		(9	)		-		(8	)		(2	)		(1	)		(229	)				(229	)		(46	)		-		(8	)		(2	)		(108	)		(60	)		(168	)		(33	)		(102	)
																												.
Depreciation and amortization		(76	)					(76	)		(15	)		(14	)		-		-			-			-			(2,789	)				(2,789	)		(558	)		-		-			-			(2,026	)		(553	)		(2,579	)		(513	)		(1,101	)
FAS 141 amortization		-						-			-			-			-		-			-			-			-					-			-			-		-			-			(285	)		(420	)		(705	)		(140	)		(140	)
Gain on sale of properties		-			10,601			10,601			3,095			(688	)		2,356		-			-			-			-			-		-			-			-		-			-			-			-			-			-			4,763
Income before noncontrolling interest		(3,108	)		10,757			7,649			3,131			(693	)		2,392		(233	)		(58	)		(52	)		(1,364	)		-		(1,364	)		5			-		(479	)		(68	)		(271	)		(996	)		(1,267	)		315			4,971

Noncontrolling interest - OP		-						-			-			-			-		-			-			-			-					-			-			-		-			-			-			-			-			-			-
Noncontrolling interests		-						-			-			-			-		-			-			-			(4	)		-		(4	)		(1	)		-		-			-			38			-			38			8			7

NET INCOME	$	(3,108	)	$	10,757		$	7,649		$	3,131		$	(693	)	$	2,392	$	(233	)	$	(58	)	$	(52	)	$	(1,368	)	$	-	$	(1,368	)	$	4		$	-	$	(479	)	$	(68	)	$	(233	)	$	(996	)	$	(1,229	)	$	323		$	4,978

Notes:

2 Funds I, II & III and the Mervyn's entities pay various fees to and promotes the Company. As it is the recipient of such fees, the Company does not recognize its pro-rata share of these expenses.

3 The 25% noncontrolling interest in the Kroger/Safeway Portfolio has been deducted from each of the income statement line items.

4 Represents Fund III's pro-rata share of the following unconsolidated investments: White City, White Oak, Lincoln Road, Parkway Crossing and Self-Storage Management.

- 7 -

Funds from Operations ("FFO") 1
(in thousands)

	2011																2010
	Current				Current			Previous			Previous			Previous			Historic			Historic
	Year-to-Date				Quarter			Quarter			Quarter			Quarter			Year-to-Date			Quarter
	Year ended				3 months ended			3 months ended			3 months ended			3 months ended			Period ended			3 months ended
Funds from operations ("FFO"):	December 31, 2011				December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010			December 31, 2010

Net Income	$	51,555			$	7,887		$	4,011		$	30,234		$	9,423		$	30,057		$	7,012
Add back:
Depreciation of real estate and amortization of leasing costs:
(net of noncontrolling interest share)
Consolidated affiliates		18,274				4,692			4,527			4,597			4,458			18,445			4,687
Unconsolidated affiliates		1,549				477			338			381			353			1,561			374
Gain on sale of properties (net of noncontrolling interest share)
Consolidated affiliates		(31,716	)			(2,356	)		-			(28,576	)		(784	)		-			-
Income attributable to noncontrolling interests'
share in Operating Partnership		635				99			59			362			115			377			68
Distributions on Preferred OP Units		18		2		5			5			5			3			18			5
FFO	$	40,315			$	10,804		$	8,940		$	7,003		$	13,568		$	50,458		$	12,146

Adjusted Funds from operations ("AFFO"):
Diluted FFO	$	40,315			$	10,804		$	8,940		$	7,003		$	13,568		$	50,458		$	12,146
Straight line rent, net		(2,203	)			(851	)		(356	)		(539	)		(457	)		(856	)		(204	)
Straight-line ground rent expense		88				22			22			22			22			88			22
FAS 141 rent, net		351				96			185			(68	)		138			842			348
FAS 141 interest expense		(73	)			(21	)		(21	)		(26	)		(5	)		(20	)		(5	)
Impairment of asset		2,616				-			-			2,616			-			-			-
Amortization of discount on convertible debt		829				109			180			271			269			1,042			268
Non real estate depreciation		465				118			115			116			116			488			117
Amortization of finance costs		1,162				304			305			268			285			1,539			679
Amortization of cost of management contracts		190				30			30			60			70			386			104
Tenant improvements		(7,401	)			(1,584	)		(2,000	)		(2,580	)		(1,237	)		(3,855	)		(1,093	)
Leasing commissions		(1,265	)			(188	)		(191	)		(411	)		(475	)		(671	)		(150	)
Capital expenditures		(471	)			(253	)		-			-			(218	)		(146	)		(146	)
Gain from bargain purchase		-				-			-			-			-			(6,383	)		-
(Gain) loss on extinguishment of debt		(1,268	)			-			303			102			(1,673	)		-			-
AFFO	$	33,335			$	8,586		$	7,512		$	6,834		$	10,403		$	42,912		$	12,086

Funds Available for Distribution ("FAD")
AFFO	$	33,335			$	8,586		$	7,512		$	6,834		$	10,403		$	42,912		$	12,086
Scheduled principal repayments		(2,684	)			(731	)		(654	)		(667	)		(632	)		(2,141	)		(586	)
FAD	$	30,651			$	7,855		$	6,858		$	6,167		$	9,771		$	40,771		$	11,500

Total weighted average shares and OP Units:
Basic		41,178				42,278			40,833			40,804			40,784			40,606			40,643
Diluted		41,467				42,559			41,147			41,104			41,046			40,876			40,979

FFO per share:
FFO per share - Basic	$	0.98			$	0.26		$	0.22		$	0.17		$	0.33		$	1.24		$	0.30
FFO per share - Diluted	$	0.97			$	0.25		$	0.22		$	0.17		$	0.33		$	1.23		$	0.30

AFFO per share - Basic	$	0.81			$	0.20		$	0.18		$	0.17		$	0.26		$	1.06		$	0.30
AFFO per share - Diluted	$	0.80			$	0.20		$	0.18		$	0.17		$	0.25		$	1.05		$	0.29

FAD per share - Basic	$	0.74			$	0.19		$	0.17		$	0.15		$	0.24		$	1.00		$	0.28
FAD per share - Diluted	$	0.74			$	0.18		$	0.17		$	0.15		$	0.24		$	1.00		$	0.28

Notes:
1 Quarterly results are unaudited, although they reflect all adjustments, which in the opinion of management are necessary for a fair presentation of operating results for the interim periods.
2 Quarterly Preferred OP Unit distributions are added back for the purposes of calculating diluted FFO. Refer to "Market Capitalization" for weighted-average basic and diluted shares.

- 8 -

Income Statements - EBITDA

Current Quarter and Year-to-Date

(in thousands)

	Year-to-Date																				Current Quarter
	Period ended December 31, 2011																				Three months ended December 31, 2011
	Core Retail											Opportunity Funds									Core Retail										Opportunity Funds
						Total									`											Total
	Wholly			Joint		Continuing			Discontinued			Continuing			Discontinued			TOTAL			Wholly			Joint		Continuing			Discontinued		Continuing			Discontinued			TOTAL
	Owned			Ventures		Operations			Operations			Operations			Operations						Owned			Ventures		Operations			Operations		Operations			Operations


NET INCOME	$	16,136		$	777	$	16,913		$	29,081		$	4,736		$	824		$	51,555		$	2,848		$	59	$	2,907		$	-	$	2,588		$	2,392		$	7,887

Add back:
Depreciation and amortization		13,063			1,562		14,625			343			4,179			66			19,213			3,324			478		3,802			-		1,101			-			4,903
FAS 141 amortization		(321	)		-		(321	)		-			634			-			313			(93	)		-		(93	)		-		140			-			47
Interest expense		15,506			3,918		19,424			-			3,947			-			23,371			3,456			1,124		4,580			-		1,114			-			5,694
Amortization of loan costs		492			-		492			-			670			-			1,162			145			-		145			-		159			-			304
FAS 141 interest expense		(20	)		-		(20	)		-			(53	)		-			(73	)		(5	)		-		(5	)		-		(16	)		-			(21	)
Impairment of asset		-			-		-			-			-			2,616			2,616			-			-		-			-		-			-			-
Gain on sale of properties		-			-		-			(28,576	)					(3,140	)		(31,716	)		-			-		-			-		-			(2,356	)		(2,356	)
Provision for income taxes		1,074			1		1,075			-			(118	)		-			957			459			-		459			-		1			-			460
(Gain) loss on extinguishment of debt		(1,268	)		-		(1,268	)		-			-			-			(1,268	)		-			-		-			-		-			-			-
Noncontrolling interest - OP		652			-		652			-			-			-			652			103			-		103			-		-			-			103
Noncontrolling interests		-			-		-			-			(24	)		-			(24	)		-			-		-			-		(7	)		-			(7	)

EBITDA	$	45,314		$	6,258	$	51,572		$	848		$	13,970		$	367		$	66,758		$	10,237		$	1,661	$	11,898		$	-	$	5,080		$	36		$	17,014

- 9 -

Core Portfolio
Net Operating Income (NOI) - Same Property Performance 1
(in thousands)


	Quarter									Year-to-Date
							Growth in Same									Growth in Same
	Three months ended						Property NOI -			Period ended						Property NOI -
							Continuing Operations									Continuing Operations
	December 31, 2011			December 31, 2010			Favorable (unfavorable)			December 31, 2011			December 31, 2010			Favorable (unfavorable)

Reconciliation of total NOI to same property NOI:

NOI - Retail properties	$	11,477		$	10,806					$	44,594		$	44,412
NOI - Discontinued Operations		-			675						849			2,822

Total NOI		11,477			11,481						45,443			47,234

NOI - Properties acquired or in redevelopment		(1,202	)		(20	)					(2,116	)		(130	)
NOI - Discontinued Operations		-			(675	)					(849	)		(2,822	)

Total	$	10,275		$	10,786			-4.7	%	$	42,478		$	44,282			-4.1	%


Same property NOI by revenues/expenses:


Revenues	$	15,544		$	16,203			-4.1	%	$	61,707		$	63,355			-2.6	%
Expenses		5,268			5,417			2.8	%		19,228			19,073			-0.8	%

Total Core Portfolio	$	10,276		$	10,786			-4.7	%	$	42,479		$	44,282			-4.1	%


Notes:
1 The above amounts includes the pro-rata activity related to the Company's consolidated and unconsolidated joint ventures.

- 10 -

Income Statements - Fee income by Opportunity Fund
Current Quarter and Year-to-Date
(in thousands)

	Fund I		Fund II		Fund III		Other		Total
Year ended December 31, 2011
Asset and property management fees and priority distributions	$	428	$	4,550	$	6,664	$	973	$	12,615
Transactional fees		236		3,840		1,597		703		6,376
Total management fees and priority distributions	$	664	$	8,390	$	8,261	$	1,676	$	18,991


	Fund I		Fund II		Fund III		Other		Total
Current quarter ended December 31, 2011
Asset and property management fees and priority distributions	$	103	$	1,155	$	1,659	$	249	$	3,166
Transactional fees		74		609		241		259		1,183
Total management fees and priority distributions	$	177	$	1,764	$	1,900	$	508	$	4,349


	Fund I		Fund II		Fund III		Other		Total
Prior quarter ended September 30, 2011
Asset and property management fees and priority distributions	$	108	$	1,161	$	1,686	$	234	$	3,189
Transactional fees		72		993		298		18		1,381
Total management fees and priority distributions	$	180	$	2,154	$	1,984	$	252	$	4,570


	Fund I		Fund II		Fund III		Other		Total
Prior Quarter ended June 30, 2011
Asset and property management fees and priority distributions	$	109	$	1,180	$	1,661	$	245	$	3,195
Transactional fees		69		705		678		42		1,494
Total management fees and priority distributions	$	178	$	1,885	$	2,339	$	287	$	4,689


	Fund I		Fund II		Fund III		Other		Total
Prior Quarter ended March 31, 2011
Asset and property management fees and priority distributions	$	108	$	1,054	$	1,658	$	245	$	3,065
Transactional fees		21		1,533		380		384		2,318
Total management fees and priority distributions	$	129	$	2,587	$	2,038	$	629	$	5,383

- 11 -

Pro-Rata Consolidated Balance Sheet
(in thousands)
	Consolidated			Noncontrolling			Company's			Pro-Rata
	Balance			Interest in			Interest in			Consolidated
	Sheet			Consolidated			Unconsolidated			Balance
	As Reported 1			Subsidiaries			Subsidiaries			Sheet 2				Notes
ASSETS
Real estate
Land	$	285,622		$	(141,138	)	$	16,400		$	160,884			1 The interim consolidated balance sheet is unaudited, although it
Buildings and improvements		958,995			(469,333	)		70,220			559,882			reflect all adjustments, which in the opinion of management,
Construction in progress		7,483			(1,897	)		79			5,665			are necessary for the fair presentation of the consolidated
		1,252,100			(612,368	)		86,699			726,431			balance sheet for the interim period.
Less: accumulated depreciation		(180,796	)		44,695			(11,866	)		(147,967	)
Net real estate		1,071,304			(567,673	)		74,833			578,464			2 The Company currently invests in Funds I, II & III and Mervyns I & II
														which are consolidated with the Company's financial statements.
Net real estate under development		219,645			(177,696	)		80			42,029			To provide investors with supplemental information, the Company's
														investments in these joint ventures are reflected above on a
Cash and cash equivalents		89,812			(19,945	)		2,118			71,985			pro-rata basis by calculating its ownership percentage for each
Cash in escrow		20,969			(12,919	)		1,013			9,063			of the above asset and liability line items. Similarly, the above
Investments in and advances to unconsolidated affiliates		84,568			(55,129	)		(17,455	)		11,985			presentation also includes the Company's share of assets and
Rents receivable, net		6,633			(2,684	)		(34	)		3,915			liabilities for unconsolidated investments which are accounted
Straight-line rents receivable, net		19,782			(10,900	)		1,470			10,352			for under the equity method of accounting for the Company's
Intercompany		-			-			-			-			financial statements.
Notes Receivable		59,989			(16,298	)		-			43,691
Deferred charges, net		25,854			(22,220	)		1,444			5,078			3 The components of Net real estate under development are as follows:
Prepaid expenses and other assets		28,042			18,316			1,678			48,036		4	Fund II	$	190,940
Acquired lease intangibles		26,721			(10,696	)		1,166			17,191			Fund III		26,254
Assets of discontinued operations		-			-			-			-			Total Opportunity Funds		217,194
														Core Portfolio		2,451
Total Assets	$	1,653,319		$	(877,844	)	$	66,313		$	841,789			Total	$	219,645

LIABILITIES AND SHAREHOLDERS' EQUITY														4 The components of Prepaid expenses and other assets are as follows:
														Due from Fund Investors	$	33,057
Mortgage notes payable	$	787,877		$	(476,912	)	$	84,561		$	395,527			Prepaid expenses		3,610
Notes payable		930			-			-			930			Contract deposits		4,210
Valuation of debt at acquisition, net of amortization		33			(13	)		178			198			Accrued interest on Notes Receivable		1,402
Acquired lease intangibles		5,462			(2,711	)		1,668			4,419			Income tax receivables		1,148
Accounts payable and accrued expenses		39,647			(13,083	)		1,079			27,643			Corporate assets		1,056
Dividends and distributions payable		7,914			-			-			7,914			Other		3,553
Due to related parties		-			-			-			-			Total	$	48,036
Share of losses in excess of inv. in unconsolidated affiliates		21,710			-			(21,710	)		-
Other liabilities		20,437			(8,801	)		537			12,173
Liabilities of discontinued operations		-			-			-			-
Total liabilities		884,010			(501,520	)		66,313			448,804

Shareholders' equity:
Common shares		43			-			-			43
Additional paid-in capital		348,667			-			-			348,667
Accumulated other comprehensive income		(3,913	)		-			-			(3,913	)
Retained earnings		39,317			-			-			39,317
Total controlling interest		384,114			-			-			384,114
Non-controlling interest in subsidiary		385,195			(376,324	)		-			8,871
Total shareholders' equity		769,309			(376,324	)		-			392,985

Total Liabilities and Shareholders' Equity	$	1,653,319		$	(877,844	)	$	66,313		$	841,789

- 12 -

Notes Receivable 2
(in thousands)
	Balance at
	September				Balance at															Underlying third-party
	30, 2011		Fourth		December 31, 2011						Stated			Effective						first mortgage
			Quarter				Accrued				Interest			Interest			Maturity	Extension				Maturity
Investment	Principal		Activity		Principal		Interest		Total		Rate			Rate 1			Dates	Options		Amount		Dates


First mortgage and other notes	$	12,854	$	1,315	$	14,169	$	197	$	14,366		12.74	%		14.61	%	2012 to 2013		-		n/a		n/a

Mezzanine notes		17,909		750		18,659		552		19,211		12.65	%		14.26	%	2012 to 2017		-		316,083	2011 thru 2019

Total notes receivable	$	30,763	$	2,065	$	32,828	$	749	$	33,577		12.69	%		14.41	%

Notes:

1 Inclusive of points and exit fees.

	Balance at
Reconciliation of Notes Receivable to the Consolidated Balance Sheet	December 31, 2011

Total Notes Receivable per above	$	32,828

Fund I first mortgage loan - Kroger/Safeway sale		12,609
Fund III first mortgage investments		14,000
Fund III non-real estate loans		552

Total Notes Receivable per the Consolidated Balance Sheet	$	59,989

- 13 -

2012 Guidance - Highlights
(in millions except per share amounts, all per share amounts are fully diluted)


	Current
	2012 Guidance			2011 Actual
Overall:

Fully diluted Common Shares and OP Units		45,500 - 48,000			41,467

Full year Funds from Operations ("FFO") per share	$	1.00 to $1.05		$	0.97

Earnings per Share ("EPS")	$	0.54 to $0.60		$	1.26


FFO Components:

Core and pro-rata share of opportunity Fund ("Fund") portfolio income	$	49.5 to $52.5		$	43.9

Asset and property management fee income, net of TRS taxes	$	14.0 to $14.5		$	12.1

Transactional fee income, net of TRS taxes	$	5.0 to $6.5		$	6.2

Promote, RCP and other income, net of TRS taxes	$	0.5 to $1.0		$	1.5

General and administrative expense	$	(23.5) to (24.0	)	$	(23.4	)

Total	$	45.5 to $50.5		$	40.3

- 14 -

Net Asset Valuation Information
(in thousands)

	CORE		FUND I						FUND II								FUND III
			Fund Level		AKR pro-rata share				Fund Level				AKR Pro-rata Share				Fund Level				AKR pro-rata share
					%			$	Quarterly		Annualized (x4)		%		$		Quarterly		Annualized (x4)		%			$
Current NOI
Operating properties1	$	11,477		--					$	-	$	-	20.00	%	$	-	$	2,946	$	11,784	19.90	%	$	2,345
Operating properties - Unconsolidated Affiliates										-		-						1,617		6,468				1,287
Development Portfolio
Construction complete - Stabilized		-								3,418		13,672				2,734		-		-				-
Construction complete - Pre-stabilized		-								2,013		8,052				1,610		434		1,736				345
Storage portfolio		-								338		1,352				270		2,824		11,296				2,248
Total NOI	$	11,477							$	5,769	$	23,076			$	4,615	$	7,821	$	31,284			$	6,226


Cost to Date2
Construction complete (both stabilized and pre-stabilized)											$	413,700			$	82,740			$	24,900			$	4,955
Under construction												104,900				20,980				-				-
In-design												34,200				6,840				75,400				15,005
Storage portfolio												-				-				186,700				37,154


Costs to Complete2
Construction complete (both stabilized and pre-stabilized)											$	8,800			$	1,760			$	600			$	119
Under construction												145,100				29,020				-				-
In-design												-				-				-				-


Annual NOI Upon Stabilization (Mid-Point of Range)
Construction complete (both stabilized and pre-stabilized)											$	33,800			$	6,760			$	2,040			$	406
Storage portfolio												-				-				14,936				2,972
Under construction												20,000				4,000				-				-


Debt4	$	271,210	$	8,260							$	330,738			$	62,234			$	314,263			$	59,892


Gross asset value1				43,400
Net Asset Value			$	35,140	37.78	%	$	13,276



Notes:
1It is not recommended to apply a capitalization rate to current Fund I NOI as this NOI declines during 2011 due primarily to the structure of the Kroger/Safeway Portfolio leases. Fund I value is based on property appraisals. Pro-rata share is 20% (AKR promote) + 22% x 80% ( AKR remaining share after promote) = 37.78%. Total future promote is approximately $1,500 2See detail on pages 28 and 29 of this supplement.

- 15 -

Selected Operating Ratios
(in thousands)

	Three months ended December 31,							Year ended December 31,							Three months ended December 31,				Three months ended September 30,

	2011				2010			2011			2010				2011				2011
COVERAGE RATIOS1														LEVERAGE RATIOS

EBITDA2	$	17,014			$	19,967		$	66,758		$	73,221		Debt4	$	396,457			$	430,999
Divided by Interest expense		5,694				5,721			23,371			23,688		Total Market Capitalization		1,264,553				1,194,913
Interest Coverage Ratio		2.99		x		3.49	x		2.86	x		3.09	x	Debt/Total Market Capitalization		31	%			36	%

EBITDA	$	17,014			$	19,967		$	66,758		$	73,221		Debt + Preferred Equity (Preferred O.P. Units)	$	396,962			$	431,467
Divided by ( Interest expense		5,694				5,721			23,371			23,688		Total Market Capitalization		1,264,553				1,194,913
Plus: Preferred Dividends)3		5				5			18			18		Debt+Preferred Equity/Total Market Capitalization		31	%			36	%
Fixed Charge Coverage Ratio		2.99		x		3.49	x		2.85	x		3.09	x
														Debt	$	271,210			$	296,735
EBITDA	$	17,014			$	19,967		$	66,758		$	73,221		EBITDA (Annualized)		51,572				52,899
Divided by ( Interest expense		5,694				5,721			23,371			23,688		Debt/EBITDA - Core Portfolio		5.26		x		5.61		x
Plus: Principal Amortization)		731				586			2,684			2,141
Debt Service Coverage Ratio		2.65		x		3.17	x		2.56	x		2.83	x	Debt5	$	208,249			$	234,044
														EBITDA (Annualized)		51,572				52,899
Payout Ratios														Net Debt/EBITDA - Core Portfolio		4.04		x		4.42		x

Dividends (Shares) & Distributions (O.P. Units) paid	$	7,507			$	7,427		$	30,025		$	29,703		Debt	$	396,457			$	430,999
FFO		10,804				12,146			40,315			50,458		EBITDA (Annualized)		65,543				65,100
FFO Payout Ratio		69	%			61			74			59		Debt/EBITDA - Core Portfolio and Opportunity Funds		6.05		x		6.62		x

Dividends (Shares) & Distributions (O.P. Units) paid	$	7,507			$	7,427		$	30,025		$	29,703		Debt6	$	324,472			$	354,681
AFFO		8,586				12,086			33,335			42,912		EBITDA (Annualized)		65,543				65,100
AFFO Payout Ratio		87	%			61			90			69		Net Debt/EBITDA - Core Portfolio and
														Opportunity Funds		4.95		x		5.45		x
Dividends (Shares) & Distributions (O.P. Units) paid	$	7,507			$	7,427		$	30,025		$	29,703
FAD		7,855				11,500			30,651			40,771		NOI (Annualized)	$	45,443			$	44,964
FAD Payout Ratio		96	%			65			98			73		Debt		271,210				296,735
														Debt Yield - Core Portfolio		16.8	%			15.2	%

Notes:														NOI (Annualized)	$	45,443			$	44,964
1Quarterly results for 2011 and 2010 are unaudited, although they reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of operating results for the interim periods. The coverage ratios include the Company's pro-rata share of EBITDA, interest expense and principal amortization related to both the Company's consolidated and unconsolidated investments in joint ventures.														Debt5		208,249				234,044
2See page 9 for a calculation of EBITDA.														Net Debt Yield - Core Portfolio		21.8	%			19.2	%
3Represents preferred distributions on Preferred Operating partnership Units.
4Includes the Company's pro-rata share of consolidated and unconsolidated joint venture debt.														NOI (Annualized)	$	56,268			$	56,140
5Reflects debt net of the current Core Portfolio cash balance as of December 31, 2011.														Debt		396,457				430,999
6Reflects debt net of the current Core Portfolio and pro-rata share of the Opportunity Funds cash balance as of December 31, 2011.														Debt Yield - Core Portfolio and Opportunity Funds		14.2	%			13.0	%

														NOI (Annualized)	$	56,268			$	56,140
														Debt6		324,472				354,681
														Net Debt Yield - Core Portfolio and Opportunity Funds		17.3	%			15.8	%

- 16 -

Portfolio Debt - Summary
Reconciliation from Pro-Rata Share of Debt to GAAP Debt per Financial Statement
(in thousands)

	Acadia Pro-Rata Share of Debt 2																Reconciliation to Consolidated Debt as Reported
																	Add:		Less:			Acadia
	Core Portfolio					Opportunity Funds					Total						Noncontrolling		Pro-rata Share of			Consolidated
	Principal			Interest		Principal		Interest			Principal		Interest		Fixed vs		Interest Share of		Unconsolidated			Debt
Mortgage Notes Payable	Balance			Rate		Balance		Rate			Balance		Rate		Variable		Consolidated Debt 3		Debt 4			As Reported

Fixed-Rate Debt 1	$	303,764		5.6	%	$	19,915		6.2	%	$	323,679	5.6	%	82	%	$	50,606	$	(74,059	)	$	300,226
Variable-Rate Debt 1		(32,554	)	2.2	%		105,331		3.0	%		72,777	4.9	%	18	%		426,306		(10,502	)		488,581

Total	$	271,210		6.1	%	$	125,247		4.1	%	$	396,457	5.5	%	100	%	$	476,912	$	(84,561	)		788,807

FAS 141 purchase price debt allocation																							33
Total debt as reported																						$	788,840


Notes
1 Fixed-rate debt includes notional principal fixed through swap transactions.
2 Represents the Company's pro-rata share of debt based on its percent ownership.
3 Represents the noncontrolling Interest pro-rata share of consolidated partnership debt based on its percent ownership.
4 Represents the Company's pro-rata share of unconsolidated partnership debt based on percent ownership.

- 17 -

Debt Analysis
(in thousands)

		Principal Balance at			Acadia's Pro-rata Share						Interest			Maturity	Extension
Property	Entity	December 31, 2011			Percent			Amount			Rate			Date	Options

CORE PORTFOLIO

Fixed-Rate Debt
Clark Diversey	Acadia	$	4,491			100.0	%	$	4,491			6.35	%	7/1/2014	None
New Loudon Center	Acadia		13,882			100.0	%		13,882			5.64	%	9/6/2014	None
Crossroads Shopping Center	Crossroads JV		60,384			49.0	%		29,587			5.37	%	12/1/2014	None
Crescent Plaza	Acadia		17,287			100.0	%		17,287			4.98	%	9/6/2015	None
Pacesetter Park Shopping Center	Acadia		11,941			100.0	%		11,941			5.12	%	11/6/2015	None
Elmwood Park Shopping Center	Acadia		33,738			100.0	%		33,738			5.53	%	1/1/2016	None
The Gateway Shopping Center	Acadia		20,308			100.0	%		20,308			5.44	%	3/1/2016	None
Brandywine Town Center	Brandywine JV		166,200			22.2	%		36,933			5.99	%	7/1/2016	None
Walnut Hill Plaza	Acadia		23,458			100.0	%		23,458			6.06	%	10/1/2016	None
Acadia Realty Trust (Convertible Notes)	Acadia		930			100.0	%		930			3.75	%	12/15/2016	None
239 Greenwich Avenue	Acadia		26,000			75.0	%		19,500			5.42	%	2/11/2017	None
Merrillville Plaza	Acadia		26,250			100.0	%		26,250			5.88	%	8/1/2017	None
Georgetown Portfolio	Acadia		6,426			50.0	%		3,213			6.15	%	6/15/2020	None
Georgetown Portfolio	Acadia		989			50.0	%		495			5.50	%	5/26/2021	None
A & P Shopping Plaza	Acadia		7,874			60.0	%		4,724			6.40	%	11/1/2032	None
Interest rate swaps1	Acadia		57,027			100.0	%		57,027			5.41	%	Various

Sub-Total Fixed-Rate Debt			477,185						303,764			5.59	%

Variable-Rate Debt

Various2	Acadia		1,000			100.0	%		1,000		Libor + 125			12/1/2012	None
Georgetown Portfolio	Acadia		2,803			50.0	%		1,402		Libor + 210			4/11/2012	None
Branch Plaza	Acadia		12,761			100.0	%		12,761		Libor + 225			9/30/2014	1 x 36 mos.
Village Commons Shopping Center	Acadia		9,310			100.0	%		9,310		Libor + 140			6/30/2018	None
Interest rate swaps1	Acadia		(57,027	)		100.0	%		(57,027	)

Sub-Total Variable-Rate Debt			(31,153	)					(32,554	)	Libor + 188

Total Core Portfolio Debt		$	446,032					$	271,210			6.13	%

- 18 -

Debt Analysis (continued)
(in thousands)

		Principal Balance at			Acadia's Pro-rata Share						Interest			Maturity	Extension
Property	Entity	December 31, 2011			Percent			Amount			Rate			Date	Options

OPPORTUNITY FUNDS

Fixed-Rate Debt
Lincoln Road8	Fund III		20,260			18.9	%		3,831			6.14	%	8/11/2014	None
CityPoint	Fund II		20,000			18.8	%		3,766			7.25	%	11/1/2014	None
216th Street3	Fund II		25,500			19.8	%		5,054			5.80	%	10/1/2017	None
Atlantic Avenue	Fund II		11,540			13.3	%		1,539			7.34	%	1/1/2020	None
Interest rate swaps1	Funds I, II & III		29,557			19.4	%		5,725			5.54	%	Various

Sub-Total Fixed-Rate Debt			106,857						19,915			6.18	%

Variable-Rate Debt
Tarrytown Shopping Center	Fund I		8,260			37.8	%		3,121		Libor + 165			10/30/2012	None
Liberty Avenue	Fund II		9,395			19.8	%		1,862		Libor + 325			9/1/2012	None
Acadia Strategic Opportunity Fund III, LLC6	Fund III		136,079			19.9	%		27,080		Libor + 225			10/10/2012	None
Canarsie Plaza	Fund II		56,476			15.9	%		8,955		Libor + 400			4/11/2012	1 x 36 mos.
Fordham Place3	Fund II		84,277			19.8	%		16,703		Libor + 350			9/30/2012	None
161st Street3	Fund II		28,900			19.8	%		5,728		Libor + 550			4/1/2013	None
CityPoint	Fund II		20,650			18.8	%		3,888		Libor + 250			8/12/2013	2 x 12 mos.
Storage Post - Various4	Fund III		42,000			18.9	%		7,940		Libor + 415			8/31/2013	None
Pelham Manor Shopping Plaza3	Fund II		34,000			19.8	%		6,739		Libor + 275			12/1/2013	None
125 Main Street	Fund III		12,500			15.9	%		1,991		Libor + 235			9/30/2014	2 x 12 mos.
Acadia Strategic Opportunity Fund II, LLC5	Fund II		40,000			20.0	%		8,000		Libor + 290			12/22/2014	None
Perring Parkway 9	Fund III		14,000			17.9	%		2,508		Libor + 220			1/1/2015	2 x 12 mos.
Cortlandt Towne Center	Fund III		50,000			19.9	%		9,950		Libor + 190			10/26/2015	None
White City Shopping Center7	Fund III		39,424			16.7	%		6,592		Libor + 260			12/23/2017	1 x 36 mos.
Interest rate swaps1	Funds I, II & III		(29,557	)		19.4	%		(5,725	)

Sub-Total Variable-Rate Debt			546,404						105,331		Libor + 272

Total Opportunity Funds Portfolio Debt		$	653,261					$	125,246			4.08	%

- 19 -

Debt Analysis - Notes
(in thousands)


1The Company has hedged a portion of it's variable-rate debt with variable to fixed-rate swap agreements as follows:

	Notional		Pro-rata		Average			Maturity
	principal		Share		Swap rate			Date

Core Portfolio	$	7,716	$	7,716		5.14	%	3/1/2012
		15,000		15,000		3.79	%	11/30/2012
		15,000		15,000		3.41	%	11/30/2012
		10,000		10,000		2.65	%	11/30/2012
		9,311		9,311		2.90	%	7/2/2018
	$	57,027	$	57,027		3.53	%

Opportunity Funds	$	19,705	$	3,295		2.90	%	12/26/2017
		9,852		1,647		3.02	%	12/26/2017
	$	29,557	$	4,942		2.94	%

Total Core Portfolio and Opportunity Funds	$	86,584	$	61,969		3.48	%

2This is a revolving facility for up to $64,498 and is collateralized by Bloomfield Town Square, Hobson West Plaza, Marketplace of Absecon,
Abington Towne Center, Methuen Shopping Center and Town Line Plaza.
3Fund II is a 99.1% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 99.1% x 20%, or 19.8%.
4The loan is collateralized by Storage Post locations - Linden, Webster Avenue, Jersey City, Fordham Road, Lawrence and Ridgewood.
5This is a line of credit for up to $40,000.
6This is a line of credit with no additional capacity.
7Fund III is an 84.0% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 84.0% x 19.9%, or 16.7%.
8Fund III is a 95.0% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 95.0% x 19.9%, or 18.9%.
9Fund III is a 90.0% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 90.0% x 19.9%, or 17.9%.

- 20 -

Future Debt Maturities - Including Extension Options
(in thousands)

Core Portfolio
	Total Debt Maturities						Acadia's Pro-rata Share						Weighted Average Interest Rate of Maturing Debt
	Scheduled						Scheduled
Year	Amortization		Maturities		Total		Amortization		Maturities		Total		Total Debt			Fixed-Rate Debt			Variable-Rate Debt

2012	$	3,660	$	3,803	$	7,463	$	3,008	$	2,402	$	5,409		2.12	%		n/a			2.12	%
2013		4,067		-		4,067		3,373		-		3,373		n/a			n/a			n/a
2014		4,104		74,406		78,510		3,370		45,280		48,651		5.47	%		5.47	%		n/a
2015		2,696		27,344		30,040		2,541		27,344		29,885		5.04	%		5.04	%		n/a
2016		1,536		239,720		241,256		1,373		110,453		111,826		5.89	%		5.89	%		n/a
Thereafter		7,502		77,193		84,695		4,691		67,375		72,066		4.78	%		5.71	%		2.13	%
Total	$	23,565	$	422,466	$	446,032	$	18,355	$	252,855	$	271,210



Opportunity Funds
	Total Debt Maturities						Acadia's Pro-rata Share						Weighted Average Interest Rate of Maturing Debt
	Scheduled						Scheduled
Year	Amortization		Maturities		Total		Amortization		Maturities		Total		Total Debt			Fixed-Rate Debt			Variable-Rate Debt

2012	$	1,544	$	238,011	$	239,555	$	281	$	48,766	$	49,046		3.40	%		n/a			3.40	%
2013		2,174		103,801		105,975		397		20,196		20,593		4.42	%		n/a			4.42	%
2014		1,267		79,179		80,446		223		15,392		15,615		4.90	%		6.71	%		3.14	%
2015		1,043		127,126		128,169		177		22,793		22,970		4.17	%		n/a			4.17	%
2016		1,047		12,500		13,547		178		1,990		2,168		2.59	%		n/a			2.59	%
Thereafter		805		84,763		85,568		128		14,725		14,853		4.27	%		6.27	%		2.74	%
Total	$	7,880	$	645,380	$	653,261	$	1,384	$	123,862	$	125,246

- 21 -

Future Debt Maturities - Not Including Extension Options
(in thousands)

Core Portfolio
	Total Debt Maturities						Acadia's Pro-rata Share						Weighted Average Interest Rate of Maturing Debt
	Scheduled						Scheduled
Year	Amortization		Maturities		Total		Amortization		Maturities		Total		Total Debt			Fixed-Rate Debt			Variable-Rate Debt

2012	$	3,706	$	3,758	$	7,464	$	3,030	$	2,379	$	5,409		2.17	%		n/a			2.17	%
2013		4,067		-		4,067		3,373		-		3,373		n/a			n/a			n/a
2014		4,064		86,502		90,566		3,330		57,376		60,707		5.06	%		5.47	%		2.55	%
2015		2,461		27,344		29,805		2,306		27,344		29,650		5.04	%		5.04	%		n/a
2016		1,301		239,720		241,021		1,138		110,453		111,591		5.89	%		5.89	%		n/a
Thereafter		7,306		65,803		73,109		4,495		55,985		60,481		5.19	%		5.71	%		1.70	%
Total	$	22,905	$	423,127	$	446,032	$	17,672	$	253,538	$	271,210





Opportunity Funds
	Total Debt Maturities						Acadia's Pro-rata Share						Weighted Average Interest Rate of Maturing Debt
	Scheduled						Scheduled
Year	Amortization		Maturities		Total		Amortization		Maturities		Total		Total Debt			Fixed-Rate Debt			Variable-Rate Debt
2012	$	1,544	$	294,488	$	296,032	$	281	$	57,720	$	58,001		4.02	%		n/a			4.02	%
2013		2,174		124,451		126,625		397		24,084		24,481		4.18	%		n/a			4.18	%
2014		1,267		91,679		92,946		223		17,382		17,605		4.62	%		6.71	%		3.06	%
2015		661		62,892		63,553		109		12,258		12,367		2.26	%		n/a			2.26	%
2016		631		-		631		104		-		104		n/a			n/a			n/a
Thereafter		771		72,703		73,474		122		12,566		12,688		4.60	%		6.27	%		2.90	%
Total	$	7,048	$	646,213	$	653,261	$	1,235	$	124,011	$	125,246

- 22 -

Overview of Acadia Strategic Opportunity Funds

Item

FUND I

FUND II

FUND III

Date formed

September 2001

June 2004

May 2007

Capital commitment

$90 million

$300 million

$503 million

Funding

Fully funded

$283.2 million funded through December 31, 2011

$226.8 million funded through December 31, 2011

Partnership structure

Equity Contribution:

22.22% - Acadia

20% - Acadia

77.78% - Four institutional investors

80% - Six institutional investors

80% - 14 institutional investors

Cash flow distribution:

22.22% - Acadia

20% - Acadia

77.78% - Four institutional investors

80% - Six institutional investors

80% - 14 institutional investors

Promote:

20% to Acadia once all partners (including

Acadia) have received 9% preferred return and

Acadia) have received 8% preferred return and

Acadia) have received 6% preferred return and

return of equity

Remaining 80% is distributed to all the partners

(including Acadia).

All original capital and accumulated preference

All unfunded capital is anticipated to be used to

The Fund is currently in acquisition phase through

has been paid. Acadia is entitled to a Promote

complete existing projects

June 2012.

on all future distributions.

Fees to Acadia

Priority distribution fee equal to 1.5% of implied

Asset management fee equal to 1.5% of total

capital

committed capital

Priority distribution fee equal to 4% of gross

Property management fee equal to 4% of gross

property revenues

Market rate leasing fees

Market rate construction/project management fees

Development fee equal to 3% of total project cost

- 23 -

Opportunity Fund Retail Properties - Detail

		Ownership		Gross Leasable Area						Occupancy									Annualized Base Rent
	Anchors	%		Anchors		Shops		Total		Anchors			Shops			Total			Anchors		Shops		Total		Anchors		Shops		Per Sq. Ft.
Fund I Portfolio Detail:

NEW YORK

New York
Tarrytown Shopping Center	Walgreen's	100	%		15,497		19,482		34,979		100.00	%		73.60	%		85.30	%	$	475,000	$	372,360	$	847,360		30.65		25.97		28.40

VARIOUS

Kroger/Safeway Portfolio (3 Properties)	Kroger/Safeway	75	%		97,500		-		97,500		69.23	%		0.00	%		69.23	%		302,076		-		302,076		4.48		-		4.48

Grand Total - Fund I					112,997		19,482		132,479		73.45	%		73.60	%		73.47	%	$	777,076	$	372,360	$	1,149,436	$	9.36	$	25.97	$	11.81

Fund II Portfolio Detail 2

NEW YORK

New York
Pelham Manor Shopping Plaza	BJ's Wholesale Club, PetSmart, Storage Post	99.1	%		169,512		58,981		228,493		100.00	%		64.96	%		90.96	%	$	4,287,282	$	1,335,369	$	5,622,651	$	25.29	$	34.85	$	27.05
Fordham Place	Walgreens, Best Buy, 24 Hour Fitness, Sears	99.1	%		74,899		44,547		119,446		100.00	%		100.00	%		100.00	%		2,873,228		2,646,532		5,519,760		38.36		59.41		46.21
Liberty Avenue	CVS, Storage Post	99.1	%		10,880		15,245		26,125		100.00	%		70.73	%		82.92	%		394,944		337,811		732,755		36.30		31.33		33.83
Canarsie Plaza	BJ's Wholesale Club, Planet Fitness, PetSmart	79.3	%		177,135		96,401		273,536		100.00	%		77.57	%		92.10	%		5,100,000		2,394,788		7,494,788		28.79		32.03		29.75
216th Street	NYC Human Resources Administration	99.1	%		60,000		-		60,000		100.00	%		0.00	%		100.00	%		2,340,000		120,000		2,460,000		39.00		-		41.00
161st Street1	Various New York City & State agencies	99.1	%		120,604		115,967		236,571		100.00	%		74.08	%		87.29	%		2,930,677		1,686,460		4,617,137		24.30		19.63		22.36

Grand Total - Fund II					613,030		331,141		944,171		100.00	%		76.80	%		91.86	%	$	17,926,131	$	8,520,960	$	26,447,091	$	29.24	$	33.50	$	30.49

Fund III Portfolio Detail 2

NEW YORK

Connecticut
125 Main Street	Gap	100.0	%		17,448		9,585		27,033		100.00	%		44.10	%		80.18	%	$	1,350,000	$	289,550	$	1,639,550	$	77.37	$	68.50	$	75.64

New York
Cortlandt Towne Center	Wal-Mart, Best Buy, A&P	100.0	%		472,901		168,310		641,211		91.50	%		85.82	%		90.01	%		5,846,672		3,424,034		9,270,706		13.51		23.71		16.06
654 Broadway	-	100.0	%		-		2,896		2,896		-			100.00	%		100.00	%		-		300,000		300,000		-		103.59		103.59
New Hyde Park Shopping Center	-	100.0	%		-		31,498		31,498		-			91.25	%		91.25	%		-		855,244		855,244		-		29.76		29.76

NEW ENGLAND

Massachusetts
White City Shopping Center	Shaw's (Supervalue), Michaels	84.0	%		131,618		123,942		255,560		100.00	%		85.26	%		92.85	%		1,914,804		3,270,152		5,184,956		14.55		30.94		21.85

MID-ATLANTIC

Maryland
White Oak	ShopRite	90.0	%		64,626		-		64,626		100.00	%		-			100.00	%		874,416		-		874,416		13.53		-		13.53
Parkway Crossing3	Home Depot, Big Lots	90.0	%		192,836		67,428		260,264		71.40	%		80.13	%		73.66	%		332,488		939,153		1,271,641		2.41		17.38		6.63

SOUTHEAST

Florida
Lincoln Road	-	95.0	%		-		61,443		61,443		-			35.41	%		35.41	%		-		2,305,809		2,305,809		-		105.99		105.99

MIDWEST
Illinois
Heritage Shops	LA Fitness	100.0	%		49,878		55,571		105,449		100.00	%		54.52	%		76.03	%		1,077,752		1,543,370		2,621,122		21.61		50.94		32.69

Grand Total - Fund III					929,307		520,673		1,449,980		89.74	%		75.30	%		84.55	%	$	11,396,132	$	12,927,312	$	24,323,444	$	13.67	$	32.97	$	19.84

Notes:
General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced.

The following Fund II and Fund III properties are currently undergoing construction or are in the design phase as further detailed under Redevelopment Projects.
Property	Ownership %
Sherman Avenue	99.1
CityPoint	94.2
Sheepshead Bay	100.0

1 Currently operating, but redevelopment activities have commenced.

2 Fund II and Fund III portfolio detail does not include the Storage Portfolio. Storage Portfolio property detail is reported separately on page 31 of this supplement.
3 A lease has been executed with Shop Rite replacing the former A&P with commencement anticpated in the second half of 2012.

- 24 -

Opportunity Funds Lease Expirations

	No. of Leases		Gross Leased Area					Annual Base Rent
FUND I:	Expiring		Square Footage		Percent of Total			Amount		Percent of Total			Avg. per Sq. Ft.

Anchor Tenants
2014		2		67,500		81.33	%	$	302,076		38.87	%	$	4.48
2080		1		15,497		18.67	%		475,000		61.13	%		30.65
Total		3		82,997		100.00	%	$	777,076		100.00	%	$	9.36

Total Vacant				30,000
Total Square Feet				112,997

Shop Tenants
2012		1		981		6.84	%		36,621		9.83	%		37.33
2018		1		1,761		12.28	%		54,996		14.77	%		31.23
2020		3		8,411		58.66	%		248,538		66.75	%		29.55
2021		1		3,185		22.21	%		32,205		8.65	%		10.11
Total		6		14,338		100.00	%	$	372,360		100.00	%	$	25.97

Total Vacant				5,144
Total Square Feet				19,482

Total Anchor and Shop Tenants
2012		1		981		1.01	%		36,621		3.19	%		37.33
2014		2		67,500		69.35	%		302,076		26.29	%		4.48
2018		1		1,761		1.81	%		54,996		4.78	%		31.23
2020		3		8,411		8.64	%		248,538		21.62	%		29.55
2021		1		3,185		3.27	%		32,205		2.80	%		10.11
2080		1		15,497		15.92	%		475,000		41.32	%		30.65
Total		9		97,335		100.00	%	$	1,149,436		100.00	%	$	11.81

Total Vacant				35,144
Total Square Feet				132,479

- 25 -

Opportunity Funds Lease Expirations
	No. of Leases		Gross Leased Area					Annual Base Rent
FUND II:	Expiring		Square Footage		Percent of Total			Amount		Percent of Total			Avg. per Sq. Ft.

Anchor Tenants
2012		1		120,604		19.67	%		2,930,677		16.35	%		24.30
2013		1		20,149		3.29	%		564,172		3.15	%		28.00
2019		1		39,705		6.48	%		1,747,020		9.75	%		44.00
2021		1		19,958		3.26	%		423,110		2.36	%		21.20
2023		1		35,194		5.74	%		1,126,208		6.28	%		32.00
2027		1		60,000		9.79	%		2,340,000		13.05	%		39.00
2030		1		177,135		28.89	%		5,100,000		28.45	%		28.79
2032		1		10,880		1.77	%		394,944		2.20	%		36.30
2033		1		129,405		21.11	%		3,300,000		18.41	%		25.50
Total		9		613,030		100.00	%	$	17,926,131		100.00	%	$	29.24

Total Vacant				-
Total Square Feet				613,030

Shop Tenants
Month to Month		1		9,967		3.92	%	$	99,670		1.17	%	$	10.00
2012		2		42,497		16.71	%		573,208		6.73	%		13.49
2014		1		5,081		2.00	%		193,078		2.27	%		38.00
2016		1		2,000		0.79	%		86,000		1.01	%		43.00
2018		1		3,600		1.42	%		156,600		1.84	%		43.50
2019		4		9,318		3.66	%		515,177		6.05	%		55.29
2020		3		16,309		6.41	%		547,183		6.42	%		33.55
2021		10		22,869		8.99	%		835,501		9.81	%		36.53
2022		2		13,568		5.33	%		540,608		6.34	%		-
2023		1		31,417		12.35	%		1,131,012		13.27	%		36.00
2027		1		6,208		2.44	%		217,901		2.56	%		35.10
2031		4		81,492		32.04	%		2,425,022		28.46	%		29.76
2048		1		10,000		3.93	%		1,200,000		14.08	%		120.00
Total		32		254,326		100.00	%	$	8,520,960		100.00	%	$	33.50

Total Vacant				76,815
Total Square Feet				331,141

Total Anchor and Shop Tenants
Month to Month		1		9,967		1.15	%		99,670		0.39	%		10.00
2012		3		163,101		18.80	%		3,503,885		13.25	%		21.48
2013		1		20,149		2.32	%		564,172		2.13	%		28.00
2014		1		5,081		0.59	%		193,078		0.73	%		38.00
2016		1		2,000		0.23	%		86,000		0.33	%		43.00
2018		1		3,600		0.42	%		156,600		0.59	%		43.50
2019		5		49,023		5.65	%		2,262,197		8.55	%		46.15
2020		3		16,309		1.88	%		547,183		2.07	%		33.55
2021		11		42,827		4.94	%		1,258,611		4.76	%		29.39
2022		2		13,568		1.56	%		540,608		2.04	%		-
2023		2		66,611		7.68	%		2,257,220		8.53	%		33.89
2027		2		66,208		7.63	%		2,557,901		9.67	%		38.63
2030		1		177,135		20.42	%		5,100,000		19.28	%		28.79
2031		4		81,492		9.40	%		2,425,022		9.17	%		29.76
2032		1		10,880		1.25	%		394,944		1.49	%		36.30
2033		1		129,405		14.92	%		3,300,000		12.48	%		25.50
2048		1		10,000		1.15	%		1,200,000		4.54	%		120.00
Total		41		867,356		100.00	%	$	26,447,091		100.00	%	$	30.49

Total Vacant				76,815
Total Square Feet				944,171

- 26 -

Opportunity Funds Lease Expirations
	No. of Leases		Gross Leased Area					Annual Base Rent
FUND III:	Expiring		Square Footage		Percent of Total			Amount		Percent of Total			Avg. per Sq. Ft.

Anchor Tenants
2012		1		19,079		2.29	%		276,564		2.43	%		14.50
2013		2		48,855		5.86	%		877,689		7.70	%		17.97
2014		2		56,379		6.76	%		908,695		7.97	%		16.12
2015		2		29,489		3.54	%		489,840		4.30	%		16.61
2016		2		45,611		5.47	%		507,772		4.46	%		11.13
2017		2		52,131		6.25	%		927,312		8.14	%		17.79
2018		3		238,707		28.62	%		2,562,678		22.49	%		10.74
2021		3		117,675		14.11	%		2,607,383		22.88	%		22.16
2022		1		65,028		7.80	%		1,040,447		9.13	%		16.00
2025		1		49,878		5.98	%		1,077,752		9.46	%		21.61
2032		1		111,131		13.33	%		120,000		1.05	%		1.08
Total		20		833,963		100.00	%	$	11,396,132		100.00	%	$	13.67

Total Vacant				95,344
Total Square Feet				929,307

Shop Tenants
Month to Month		2		4,800		1.22	%		92,823		0.72	%		19.34
2012		13		54,336		13.86	%		1,294,445		10.01	%		23.82
2013		14		58,635		14.96	%		1,686,233		13.04	%		28.76
2014		16		64,161		16.37	%		1,699,297		13.15	%		26.48
2015		11		28,547		7.28	%		868,077		6.72	%		30.41
2016		19		63,330		16.15	%		2,069,603		16.01	%		32.68
2017		6		23,995		6.12	%		1,220,435		9.44	%		50.86
2018		9		21,870		5.58	%		702,976		5.44	%		32.14
2019		4		18,435		4.70	%		1,133,532		8.77	%		61.49
2020		2		6,175		1.58	%		137,646		1.06	%		22.29
2021		5		16,451		4.20	%		646,285		5.00	%		39.29
2022		1		2,500		0.64	%		37,155		0.29	%		14.86
2023		1		4,240		1.08	%		146,280		1.13	%		34.50
2026		3		13,852		3.53	%		423,623		3.28	%		30.58
2027		1		4,227		1.08	%		289,550		2.24	%		68.50
2028		2		6,496		1.66	%		479,352		3.71	%		73.79
Total		109		392,050		100.00	%	$	12,927,312		100.00	%	$	32.97

Total Vacant				128,623
Total Square Feet				520,673

Total Anchor and Shop Tenants
Month to Month		2		4,800		0.39	%		92,823		0.38	%		19.34
2012		14		73,415		5.99	%		1,571,009		6.46	%		21.40
2013		16		107,490		8.77	%		2,563,922		10.54	%		23.85
2014		18		120,540		9.83	%		2,607,992		10.72	%		21.64
2015		13		58,036		4.73	%		1,357,917		5.58	%		23.40
2016		21		108,941		8.89	%		2,577,375		10.60	%		23.66
2017		8		76,126		6.21	%		2,147,747		8.83	%		28.21
2018		12		260,577		21.25	%		3,265,654		13.43	%		12.53
2019		4		18,435		1.50	%		1,133,532		4.66	%		61.49
2020		2		6,175		0.50	%		137,646		0.57	%		22.29
2021		8		134,126		10.94	%		3,253,668		13.38	%		24.26
2022		2		67,528		5.51	%		1,077,602		4.43	%		15.96
2023		1		4,240		0.35	%		146,280		0.60	%		34.50
2025		1		49,878		4.07	%		1,077,752		4.43	%		21.61
2026		3		13,852		1.13	%		423,623		1.74	%		30.58
2027		1		4,227		0.34	%		289,550		1.19	%		68.50
2028		2		6,496		0.53	%		479,352		1.97	%		73.79
2032		1		111,131		9.06	%		120,000		0.49	%		1.08
Total		129		1,226,013		100.00	%		24,323,444		100.00	%	$	19.84

Total Vacant				223,967					0
Total Square Feet				1,449,980

- 27 -

Urban/Street Retail Developments - Operating Properties
($ in millions)
							Acquisition & Development Costs
									Estimated		Estimated		Outstanding
Property	Location	Sq. Ft.	Leased (%)4			Anchors/Tenants	Incurred		Future		Total		Debt
FUND II
Fordham Place	Bronx	262,000	100% Retail			Walgreens, Best Buy, 24 Hour Fitness, Sears	$	128.4	$	6.2	$	134.6	$	84.3
			79% Office
Pelham Manor Shopping Plaza1	Westchester	320,000		94	%	BJ's Wholesale Club, PetSmart, Storage Post		63.2		1.1		64.3		34.0
216th Street	Manhattan	60,000		100	%	NYC Human Resources Administration		27.7		-		27.7		25.5
Liberty Avenue1	Queens	125,000		83	%	CVS, Storage Post		15.6		-		15.6		9.4
161st Street2	Bronx	237,000		100	%	Various New York City and State Agencies		65.7		1.0		66.7		28.9
Atlantic Avenue	Brooklyn	110,000		n/a		Storage Post		22.6		-		22.6		11.5
Canarsie Plaza3	Brooklyn	274,000		94	%	BJ's Wholesale Club, Planet Fitness, PetSmart		90.5		0.5		91.0		56.5
SUBTOTAL - FUND II, OPERATING		1,388,000	95% Retail 93% Office				$	413.7	$	8.8	$	422.5	$	250.1

FUND III
125 Main Street	Westport, CT	27,000		89	%	Gap, Brooks Brothers Women	$	24.9	$	0.6	$	25.5	$	12.5

Notes:
1 Acquired a ground lease interest in this property.
2 Redevelopment currently in progress.
3 Incurred cost is net of lease termination income of $23.9 million from former anchor tenant.
4 Excludes the self-storage facilities at Pelham Manor Shopping Plaza, Liberty Avenue, and Atlantic Avenue.

Reconciliation of total incurred development costs to the Balance Sheet:
By Balance Sheet Line Item:
Operating Real Estate			$	493.6
Net Real Estate Under Development				217.2
Gain From Bargain Purchase (CityPoint)				(33.8	)
Lease Termination Income (Canarsie Plaza)				(23.9	)
Total Incurred Development Costs			$	653.1
By Project Status:
Operating Properties			$	438.6
Under Construction				104.9
In Design				109.6
Total Incurred Development Costs			$	653.1

- 28 -

Urban/Street Retail Developments - Construction & Design

($ in millions)

Acquisition & Development Costs

Estimated

Outstanding

Property

Location

Completion

Sq. Ft.

Leased (%)

Anchors/Tenants

Incurred

Future

Total

Debt

FUND II

Under Construction

City Point1

Brooklyn

TBD

685,000-710,000

TBD

104.9

145.1-$ 235.1

250.0-$ 340.0

40.7

In Design

Sherman Plaza

Manhattan

TBD

34.2

TBD

FUND III

In Design

Sheepshead Bay

Brooklyn

TBD

22.8

TBD

Lincoln Road Portfolio2

Miami Beach, FL

TBD

61,443

Starbucks, Geox,

Sushi Samba

52.6

TBD

20.3

SUBTOTAL - Fund III, In Design

75.4

TBD

20.3

Notes:

1 Acquired a ground lease interest in this property. The first 50,000 square feet of the project (Phase 1) is under construction.

Construction of the next approximately 625,000 square feet (Phase 2) is anticipated to start during 2012.

2 Data reflects the status of the portfolio as of 12/31/11; certain properties are in the design phase pending redevelopment.

- 29 -

Retailer Controlled Property ("RCP") Venture - Overview
*** Note - The RCP Venture is not a separate AKR Fund, rather it is a venture
in which AKR, Funds I and II have invested approximately $62 million in equity. ***

Item		Description
Date formed		August 2004

Partnership structure
Equity Contribution:		Up to $300 million of total equity

		Up to 20% ($60 million) - AKR Fund I ($20 million) and Fund II ($40 million)

		80% - Klaff Realty LP and Lubert-Adler

Cash flow distribution:		20% - AKR Funds
		80% - Four institutional investors

Promote:		20% to Klaff once all partners (including Klaff) have received 10% preferred return and return
		of equity (50% of first $40 million of AKR Fund equity is not subject to this promote)

		Remaining 80% is distributed to all the partners (including Klaff)

RCP Venture - Investments

The following table summarizes the RCP Venture investments from inception through December 31, 2011

		Years	Invested				Equity
Investor	Investment	acquired	capital		Distributions		Multiple

Mervyns I and Mervyns II	Mervyns	2004 through	$	32,575	$	49,524		1.5	x
		2007
Mervyns II	Albertson’s	2006 through		23,133		83,273		3.6	x
		2007
Fund II and Mervyns II	Other investments 1	2006 through		6,476		5,138		0.8	x
		2008
Total			$	62,184	$	137,935		2.2	x

Notes:
1Represents investments in Shopko, Marsh and Rex Stores.

- 30 -

Storage Portfolio Property Detail

				Occupancy
Owner	Operating Properties	Location	Net Rentable Square Feet	December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010


	Stabilized
Fund III	Suffern	Suffern, New York	78,825
Fund III	Yonkers	Westchester, New York	100,697
Fund III	Jersey City	Jersey City, New Jersey	76,920
Fund III	Webster Ave	Bronx, New York	36,339
Fund III	Linden	Linden, New Jersey	84,035
Fund III	Bruckner Blvd	Bronx, New York	89,422
Fund III	New Rochelle	Westchester, New York	42,155
Fund III	Lawrence	Lawrence, New York	97,743
	Subtotal Stabilized		606,136		89.9	%		91.1	%		91.4	%		87.5	%		86.3	%


	Repositioned - in Lease-up
Fund III	Long Island City	Queens, New York	134,193
	Subtotal in lease-up		134,193		79.4	%		80.0	%		80.0	%		75.3	%		72.1	%


	In initial Lease-up
Fund II	Liberty Avenue	Queens, New York	72,900
Fund II	Pelham Plaza	Pelham Manor, New York	62,220
Fund II	Atlantic Avenue	Brooklyn, New York	75,886
Fund III	Fordham Road	Bronx, New York	85,155
Fund III	Ridgewood	Queens, New York	87,645
	Subtotal in initial lease-up		383,806		85.1	%		83.6	%		78.5	%		66.1	%		62.7	%

	Total		1,124,135		87.0	%		87.2	%		85.6	%		78.7	%		76.5	%

- 31 -

Core Portfolio Retail Properties - Detail

		Acadia's		Gross Leaseable Area						Occupancy									Annualized Base Rent
Property	Anchors	interest		Anchors		Shops		Total		Anchors			Shops			Total			Anchors		Shops		Total		Anchors		Shops		Per Sq. Ft.

NEW YORK

Connecticut
239 Greenwich Avenue1	-	75.0	%		-		16,834		16,834		-			100.00	%		100.00	%	$	-	$	1,554,663	$	1,554,663	$	-	$	92.35	$	92.35

New Jersey
Elmwood Park Shopping Center	Walgreens, Pathmark (A&P)	100.0	%		62,610		86,652		149,262		100.00	%		85.70	%		91.70	%		1,486,006		1,878,933		3,364,939		23.73		25.30		24.58
A & P Shopping Plaza	A&P	60.0	%		49,463		13,278		62,741		100.00	%		86.20	%		97.08	%		950,000		334,146		1,284,146		19.21		29.19		21.08
Total - New Jersey					112,073		99,930		212,003		100.00	%		85.77	%		93.29	%		2,436,006		2,213,079		4,649,085		21.74		25.82		23.51

New York
Village Commons Shopping Center	-	100.0	%		-		87,330		87,330		-			91.32	%		91.32	%		-		2,409,990		2,409,990		-		30.22		30.22
Branch Plaza	CVS	100.0	%		74,050		52,162		126,212		14.92	%		88.92	%		45.50	%		251,388		1,319,116		1,570,504		22.75		28.44		27.35
Amboy Center	Stop & Shop	100.0	%		37,266		22,824		60,090		100.00	%		100.00	%		100.00	%		745,320		874,629		1,619,949		20.00		38.32		26.96
Bartow Avenue	-	100.0	%		-		14,676		14,676		-			89.49	%		89.49	%		-		439,246		439,246		-		33.43		33.43
Pacesetter Park Shopping Center	Stop & Shop	100.0	%		52,052		44,328		96,380		100.00	%		77.43	%		89.62	%		416,936		684,931		1,101,867		8.01		19.96		12.76
LA Fitness	LA Fitness	100.0	%		55,000		-		55,000		100.00	%		-			100.00	%		1,265,000		-		1,265,000		23.00		-		23.00
West 54th Street	-	100.0	%		-		9,693		9,693		-			95.58	%		95.58	%		-		2,418,894		2,418,894		-		261.09		261.09
East 17th Street	Barnes & Noble	100.0	%		19,622		-		19,622		100.00	%		-			100.00	%		625,000		-		625,000		31.85		-		31.85
Crossroads Shopping Center	Kmart	49.0	%		201,296		108,191		309,487		81.02	%		83.09	%		81.74	%		1,693,853		3,896,282		5,590,135		10.39		43.34		22.10
Third Avenue	-	100.0	%		21,650		17,717		39,367		100.00	%		58.23	%		81.20	%		468,631		198,000		666,631		21.65		19.19		20.85
Mercer Street	-	100.0	%		-		6,225		6,225		-			100.00	%		100.00	%		-		372,000		372,000		-		59.76		59.76
4401 White Plains Road	Walgreen's	100.0	%		-		12,964		12,964		-			100.00	%		100.00	%		-		625,000		625,000		-		48.21		48.21
Total - New York					460,936		376,110		837,046		78.04	%		86.43	%		81.81	%		5,466,128		13,238,088		18,704,216		15.20		40.72		27.31

Total New York					573,009		492,874		1,065,883		82.34	%		86.76	%		84.38	%	$	7,902,134	$	17,005,830	$	24,907,964	$	16.75	$	39.77	$	27.69


NEW ENGLAND

Connecticut
Town Line Plaza2	Wal-Mart, Stop & Shop	100.0	%		163,159		43,187		206,346		100.00	%		95.30	%		99.02	%	$	969,144	$	703,129	$	1,672,273	$	14.72	$	17.08	$	15.63

Massachusetts
Methuen Shopping Center	Wal-Mart, Market Basket	100.0	%		120,004		10,017		130,021		100.00	%		100.00	%		100.00	%		799,145		222,225		1,021,370		6.66		22.18		7.86
Crescent Plaza	Home Depot, Shaw's (Supervalu)	100.0	%		156,985		61,152		218,137		100.00	%		66.69	%		90.66	%		1,178,872		397,671		1,576,543		7.51		9.75		7.97
Total - Massachusetts					276,989		71,169		348,158		100.00	%		71.38	%		94.15	%		1,978,017		619,896		2,597,913		7.14		12.20		7.93

New York
New Loudon Center	Marshalls, Price Chopper,	100.0	%		251,058		4,615		255,673		100.00	%		100.00	%		100.00	%		1,828,706		130,418		1,959,124		7.28		28.26		7.66
	Raymour & Flanigan
Rhode Island
Walnut Hill Plaza	Sears, Shaw's (Supervalu), CVS	100.0	%		196,710		88,007		284,717		100.00	%		82.08	%		94.46	%		1,471,017		937,491		2,408,508		7.48		12.98		8.96

Vermont
The Gateway Shopping Center	Shaw's (Supervalu)	100.0	%		73,184		28,471		101,655		100.00	%		73.94	%		92.70	%		1,353,904		379,583		1,733,487		18.50		18.03		18.40

Total New England					961,100		235,449		1,196,549		100.00	%		80.64	%		96.19	%	$	7,600,788	$	2,770,517	$	10,371,305	$	8.80	$	14.59	$	9.84

Notes:
General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced.
1239 Greenwich Avenue contains 16,834 square feet of retail GLA and 21 residential units encompassing 14,434 square feet. Residential activities are not included above.
2Anchor GLA includes a 97,300 square foot Wal-Mart store which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.

- 32 -

Core Portfolio Retail Properties - Detail (continued)

		Acadia's		Gross Leaseable Area				Occupancy									Annualized Base Rent
Property	Anchors	interest		Anchors	Shops	Total		Anchors			Shops			Total			Anchors		Shops		Total		Anchors		Shops		Per Sq. Ft.

MIDWEST

Illinois
Hobson West Plaza	Garden Fresh Markets	100.0	%	51,692	47,433		99,125		100.00	%		90.91	%		95.65	%	$	225,436	$	892,279		1,117,715	$	4.36	$	20.69			11.79
Clark Diversey	-	100.0	%	-	19,265		19,265		0.00	%		95.72	%		95.72	%		-		810,154		810,154		-		43.93			43.93
West Diversey	Trader Joe's	100.0	%	16,500	29,759		46,259		100.00	%		100.00	%		100.00	%		900,000		857,463		1,757,463		54.55		28.81			37.99
Chicago Street Retail Portfolio1	-	100.0	%	-	24,374		24,374		-			100.00	%		100.00	%		-		1,279,938		1,279,938		-		52.51			52.51
Total - Illinois				68,192	120,831		189,023		100.00	%		95.75	%		97.28	%		1,125,436		3,839,834		4,965,270		16.50		33.19			27.00

Indiana
Merrillville Plaza	JC Penney, Office Max,	100.0	%	123,369	112,455		235,824		100.00	%		82.17	%		91.50	%		1,251,160		1,601,476		2,852,636		10.14		17.33			13.22
	TJ Maxx
Michigan
Bloomfield Towne Square2	Best Buy, Home Goods,	100.0	%	165,985	70,433		236,418		63.28	%		83.87	%		69.41	%		987,559		1,289,633		2,277,192		9.40		21.83			13.88
	TJ Maxx
Ohio
Mad River Station3	Babies 'R' Us, Office Depot,	100.0	%	58,185	67,799		125,984		100.00	%		64.72	%		81.01	%		552,195		712,413		1,264,608		9.49		16.24			12.39

Total Midwest				415,731	371,518		787,249		85.34	%		83.73	%		84.58	%	$	3,916,350	$	7,443,356	$	11,359,706	$	11.04	$	23.93		$	17.06

MID-ATLANTIC	`

New Jersey
Marketplace of Absecon	Rite Aid, Dollar Tree	100.0	%	47,915	56,847		104,762		56.74	%		84.10	%		71.59	%	$	539,040	$	692,791	$	1,231,831	$	19.83	$	14.49		$	16.43

Delaware
Brandywine Town Center	Lowes, Bed Bath & Beyond,	22.2	%	831,207	43,782		874,989		96.99	%		91.32	%		96.71	%		12,211,797		588,758		12,800,555		15.15		14.73			15.13
	Target, Dicks Sporting Goods
Market Square Shopping Center	TJ Maxx, Trader Joe's	22.2	%	42,850	59,197		102,047		100.00	%		96.94	%		98.22	%		703,062		1,768,862		2,471,924		16.41		30.82			24.66
Naamans Road	-	22.2	%	-	19,984		19,984		0.00	%		54.90	%		54.90	%		-		558,340		558,340		-		50.89			50.89
Total - Delaware				874,057	122,963		997,020		97.14	%		88.11	%		96.03	%		12,914,859		2,915,960		15,830,819		15.21		26.91			16.54

Pennsylvania
Mark Plaza	Kmart, Redner's Market	100.0	%	157,595	58,806		216,401		100.00	%		46.90	%		85.57	%		652,095		171,827		823,922		4.14		6.23			4.45
Plaza 422	Home Depot, Dunham's	100.0	%	139,968	16,311		156,279		100.00	%		100.00	%		100.00	%		643,503		152,349		795,852		4.60		9.34			5.09
Route 6 Plaza	Kmart, Rite Aid	100.0	%	146,498	29,021		175,519		100.00	%		100.00	%		100.00	%		806,351		368,819		1,175,170		5.50		12.71			6.70
Chestnut Hill4		100.0	%	-	37,916		37,916		0.00	%		13.58	%		13.58	%		-		164,483		164,483		-		31.94			31.94
Abington Towne Center5	Target, TJ Maxx	100.0	%	184,616	31,753		216,369		100.00	%		94.75	%		99.23	%		283,500		837,295		1,120,795		10.50		27.83			19.63
Total - Pennsylvania				628,677	173,807		802,484		100.00	%		62.22	%		91.82	%		2,385,449		1,694,773		4,080,222		5.06		15.67			7.04

District of Columbia
Georgetown Portfolio6	-	50.0	%	-	27,666		27,666		-			96.39	%		96.39	%	$	-	$	1,649,967	$	1,649,967	$	-	$	61.87		$	61.87

Total Mid-Atlantic				1,550,649	381,283		1,931,932		97.05	%		76.31	%		92.96	%	$	15,839,348	$	6,953,491	$	22,792,839	$	11.76	$	23.90		$	13.91

TOTAL CORE PROPERTIES				3,500,489	1,481,124		4,981,613		94.06	%		82.34	%		90.57	%	$	35,258,620	$	34,173,194	$	69,431,814	$	11.61	$	28.02		$	16.31

TOTAL CORE PROPERTIES - weighted based on ownership interest6				2,698,201	1,306,953		4,005,155		93.74	%		81.66	%		89.80	%	$	23,969,578	$	28,570,749	$	52,540,326	$	9.48	$	26.77		$	14.61

Notes:
General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced.
1Includes six properties (56 E. Walton, 841 W. Armitage, 2731 N. Clark, 2140 N. Clybourn, 853 W. Armitage and 2299 N. Clybourn)
2Re-anchoring activities at this property commenced during the second quarter 2011 and are expected to be completed by the second half of 2012.
3The GLA for this property excludes 29,857 square feet of office space.
4This consists of two separate buildings.
5Anchor GLA includes a 157,616 square foot Target store which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.
6Includes six properties (1533 Wisconsin Ave., 3025 M St.,3034 M St.,3146 M St.,3259-61 M St. and 2809 M St.)
7Weighted based on Acadia's ownership interest in the properties.

- 33 -

Core Portfolio Retail Properties by State - Summary


									Gross Leasable Area						Occupancy									Annualized Base Rent
	Ownership			Percent of			Number of
State	%			base rent1			properties		Anchors 2		Shops		Total		Anchors			Shops			Total			Anchors		Shops		Total


Connecticut		88.0	%		5.4	%		2		163,159		60,021		223,180		100.00	%		96.62	%		99.09	%	$	969,144	$	2,257,792	$	3,226,936

Delaware		22.2	%		6.7	%		3		874,057		122,963		997,020		97.14	%		88.11	%		96.03	%		12,914,859		2,915,960		15,830,819

District of Columbia		50.0	%		1.6	%		6		-		27,666		27,666		0.00	%		96.39	%		96.39	%		-		1,649,967		1,649,967

Illinois		100.0	%		9.5	%		9		68,192		120,831		189,023		100.00	%		95.75	%		97.28	%		1,125,436		3,839,834		4,965,270

Indiana		100.0	%		5.4	%		1		123,369		112,455		235,824		100.00	%		82.17	%		91.50	%		1,251,160		1,601,476		2,852,636

Massachusetts		100.0	%		4.9	%		2		276,989		71,169		348,158		100.00	%		71.38	%		94.15	%		1,978,017		619,896		2,597,913

Michigan		100.0	%		4.3	%		1		165,985		70,433		236,418		63.28	%		83.87	%		69.41	%		987,559		1,289,633		2,277,192

New Jersey		89.0	%		10.2	%		3		159,988		156,777		316,765		87.04	%		85.16	%		86.11	%		2,975,046		2,905,870		5,880,916

New York		84.8	%		33.9	%		13		711,994		380,725		1,092,719		85.79	%		86.60	%		86.07	%		7,294,834		13,368,506		20,663,340

Ohio		100.0	%		2.4	%		1		58,185		67,799		125,984		100.00	%		64.72	%		81.01	%		552,195		712,413		1,264,608

Pennsylvania		100.0	%		7.8	%		5		628,677		173,807		802,484		100.00	%		62.22	%		91.82	%		2,385,449		1,694,773		4,080,222

Rhode Island		100.0	%		4.6	%		1		196,710		88,007		284,717		100.00	%		82.08	%		94.46	%		1,471,017		937,491		2,408,508

Vermont		100.0	%		3.3	%		1		73,184		28,471		101,655		100.00	%		73.94	%		92.70	%		1,353,904		379,583		1,733,487

Total - Core Portfolio					100.0	%		48		3,500,489		1,481,124		4,981,613		94.06	%		82.34	%		90.57	%	$	35,258,620	$	34,173,194	$	69,431,814


Notes:
General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced.
1 The Company's pro-rata share of base rent from joint venture properties has been included for the purpose of calculating percentage of base rent by state.
2 Anchor GLA includes a total of 254,916 square feet which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.

- 34 -

Core Portfolio Top Tenants - Ranked by Annual Base Rent (ABR)

		Gross												ProRata
	Number of stores	Wholly Owned				Joint Ventures1				Combined				Combined				Percentage of Total
	in combined																	Percentage of
Tenant	portfolio	GLA		Base Rent		GLA		Base Rent		GLA		Base Rent		GLA		Base Rent		Portfolio GLA			Base Rent

Supervalu (Shaws)	3		175,801	$	2,420,980		-	$	-		175,801	$	2,420,980		175,801	$	2,420,980		4.4	%		4.6	%

Ahold (Stop and Shop)	3		155,177		2,131,400		-		-		155,177		2,131,400		155,177		2,131,400		3.9	%		4.1	%

A&P	2		97,236		2,001,006		-		-		97,236		2,001,006		77,451		1,621,006		1.9	%		3.1	%

TJX Companies	7		165,058		1,278,154		56,108		951,655		221,166		2,229,809		184,202		1,616,339		4.6	%		3.1	%
-- T.J. Maxx	4		88,200		773,100		31,175		428,062		119,375		1,201,162		95,127		854,724		2.4	%		1.6	%
-- Marshalls	1		37,212		158,151		-		-		37,212		158,151		37,212		158,151		0.9	%		0.3	%
-- Homegoods	2		39,646		346,903		24,933		523,593		64,579		870,496		51,863		603,464		1.3	%		1.1	%

Sears	4		285,314		1,150,615		100,725		566,250		386,039		1,716,865		334,669		1,428,078		8.4	%		2.7	%
-- Kmart	3		224,614		892,615		100,725		566,250		325,339		1,458,865		273,969		1,170,078		6.8	%		2.2	%
-- Sears	1		60,700		258,000		-		-		60,700		258,000		60,700		258,000		1.5	%		0.5	%

Walgreens	3		37,499		1,366,748		-		-		37,499		1,366,748		37,499		1,366,748		0.9	%		2.6	%

Home Depot	2		211,003		1,099,996		-		-		211,003		1,099,996		211,003		1,099,996		5.3	%		2.1	%

Trader Joe's	2		16,500		900,000		11,675		275,000		28,175		1,175,000		19,094		961,105		0.5	%		1.8	%

Barnes & Noble	2		19,622		625,000		12,430		397,760		32,052		1,022,760		25,713		819,902		0.6	%		1.6	%

Sleepy's	4		32,619		789,858		-		-		32,619		789,858		32,619		789,858		0.8	%		1.5	%

Pier 1 Imports	3		19,255		437,304		8,818		348,576		28,073		785,880		23,576		608,106		0.6	%		1.2	%
CVS	3		34,300		563,823		-		-		34,300		563,823		34,300		563,823		0.9	%		1.1	%
Dollar Tree	6		55,000		558,727		-		-		55,000		558,727		55,000		558,727		1.4	%		1.1	%
JP Morgan Chase Bank	4		16,242		425,081		3,745		325,000		19,987		750,081		17,177		558,145		0.4	%		1.1	%
Payless Shoesource	6		18,236		465,232		3,090		114,330		21,326		579,562		19,750		521,254		0.5	%		1.0	%
The Avenue	4		17,236		342,869		8,250		327,360		25,486		670,229		21,279		503,275		0.5	%		1.0	%
Coach	2		4,541		388,573		6,810		346,000		11,351		734,573		6,811		464,430		0.2	%		0.9	%
Drexel Heritage	2		13,315		352,848		21,827		471,245		35,142		824,093		18,161		457,559		0.5	%		0.9	%
Citibank	3		5,486		263,328		8,470		444,872		13,956		708,200		8,283		417,306		0.2	%		0.8	%
Coldwell Banker	2		14,012		320,948		-		-		14,012		320,948		14,012		320,948		0.3	%		0.6	%

TOTAL	67		1,393,452	$	17,882,490		241,948	$	4,568,048		1,635,400	$	22,450,538		1,471,576	$	19,228,985		36.7	%		36.6	%


Notes:
1Represents Brandywine, Crossroads and Georgetown Portfolio joint ventures.

- 35 -

Core Portfolio Lease Expirations

		Gross Leased Area					Annual Base Rent
	No. of Leases	Square		Percent					Percent			Avg. Per
	Expiring	Footage		of Total			Amount		of Total			Sq. Ft.

Anchor Tenants
2012	6		243,872		8.03	%		1,998,046		5.67	%		8.19
2013	9		342,666		11.28	%		4,327,237		12.27	%		12.63
2014	7		258,558		8.51	%		2,183,597		6.19	%		8.45
2015	6		274,639		9.04	%		3,800,856		10.78	%		13.84
2016	7		262,966		8.66	%		2,450,892		6.95	%		9.32
2017	4		159,389		5.25	%		2,661,119		7.55	%		16.70
2018	5		383,288		12.62	%		4,212,248		11.95	%		10.99
2019	6		136,521		4.49	%		1,137,580		3.23	%		8.33
2020	5		233,350		7.68	%		2,321,096		6.58	%		9.95
2021	7		272,937		8.99	%		3,000,865		8.51	%		10.99
2022	2		69,837		2.30	%		1,700,000		4.82	%		24.34
2024	3		188,506		6.21	%		3,273,049		9.28	%		17.36
2027	1		21,650		0.71	%		468,631		1.33	%		21.65
2028	4		189,509		6.24	%		1,723,404		4.89	%		9.09
Total	72		3,037,688		100.00	%	$	35,258,620		100.00	%	$	11.61

Anchor GLA Owned by Tenants			254,916
Total Vacant			207,885
Total Square Feet			3,500,489

Shop Tenants
Month to month	1	3,205	0.26	%		64,100	0.19	%		20.00
2012	47	153,856	12.61	%		4,042,686	11.83	%		26.28
2013	53	154,871	12.70	%		4,604,203	13.47	%		29.73
2014	56	226,236	18.55	%		6,649,978	19.46	%		29.39
2015	34	165,232	13.55	%		2,946,096	8.62	%		17.83
2016	44	198,653	16.29	%		4,225,730	12.37	%		21.27
2017	14	53,855	4.42	%		2,682,822	7.85	%		49.82
2018	23	76,002	6.23	%		3,186,674	9.33	%		41.93
2019	14	30,267	2.48	%		883,187	2.58	%		29.18
2020	10	23,587	1.93	%		664,848	1.95	%		28.19
2021	14	71,322	5.85	%		1,825,382	5.34	%		25.59
2022	5	29,425	2.41	%		930,643	2.72	%		31.63
2023	2	7,362	0.60	%		129,298	0.38	%		17.56
2025	1	3,120	0.26	%		29,047	0.08	%		9.31
2027	1	5,975	0.49	%		358,500	1.05	%		60.00
2030	1	3,745	0.31	%		325,000	0.95	%		86.78
2060	1	12,964	1.06	%		625,000	1.83	%		48.21
Total	321	1,219,677	100.00	%	$	34,173,194	100.00	%	$	28.02

Total Vacant			261,447
Total Square Feet			1,481,124

- 36 -

		Gross Leased Area					Annual Base Rent
	No. of Leases	Square		Percent					Percent			Avg. Per
	Expiring	Footage		of Total			Amount		of Total			Sq. Ft.

Total Anchor and
Shop Tenants
Month to month	1		3,205		0.08	%		64,100		0.09	%		20.00
2012	53		397,728		9.34	%		6,040,732		8.70	%		15.19
2013	62		497,537		11.69	%		8,931,440		12.86	%		17.95
2014	63		484,794		11.39	%		8,833,575		12.72	%		18.22
2015	40		439,871		10.33	%		6,746,952		9.72	%		15.34
2016	51		461,619		10.84	%		6,676,622		9.62	%		14.46
2017	18		213,244		5.01	%		5,343,941		7.70	%		25.06
2018	28		459,290		10.79	%		7,398,922		10.66	%		16.11
2019	20		166,788		3.92	%		2,020,767		2.91	%		12.12
2020	15		256,937		6.04	%		2,985,944		4.30	%		11.62
2021	21		344,259		8.09	%		4,826,247		6.95	%		14.02
2022	7		99,262		2.33	%		2,630,643		3.79	%		26.50
2023	2		7,362		0.17	%		129,298		0.19	%		17.56
2024	3		188,506		4.43	%		3,273,049		4.71	%		17.36
2025	1		3,120		0.07	%		29,047		0.04	%		9.31
2027	2		27,625		0.65	%		827,131		1.19	%		29.94
2028	4		189,509		4.45	%		1,723,404		2.48	%		9.09
2030	1		3,745		0.09	%		325,000		0.47	%		86.78
2060	1		12,964		0.30	%		625,000		0.90	%		48.21
Total	393		4,257,365		100.00	%		69,431,814		100.00	%		16.31

Anchor GLA Owned by Tenants			254,916
Total Vacant			469,332
Total Square Feet			4,981,613

- 37 -

Core Portfolio - New and Renewal Rent Spreads 1
Based on Lease Execution Dates


	Year to date						3 months ended						3 months ended						3 months ended						3 months ended
	December 31, 2011						December 31, 2011						September 30, 2011						June 30, 2011						March 31, 2011
	Cash2			GAAP3			Cash2			GAAP3			Cash2			GAAP3			Cash2			GAAP3			Cash2			GAAP3
New leases
Number of new leases executed		28			28			8			8			8			8			2			2			10			10
GLA		219,032			219,032			84,648			84,648			34,957			34,957			3,154			3,154			96,273			96,273
New base rent	$	17.86		$	18.49		$	19.34		$	20.58		$	22.08		$	22.60		$	24.43		$	25.07		$	14.80		$	14.95
Previous base rent (and percentage rent)	$	16.85		$	16.21		$	18.76		$	17.68		$	14.94		$	14.75		$	40.52		$	37.69		$	15.10		$	14.74
Percentage growth in base rent		5.9	%		14.1	%		3.1	%		16.4	%		47.8	%		53.2	%		-39.7	%		-33.5	%		-2.0	%		1.4	%
Average cost per square foot	$	84.29		$	84.29		$	107.40		$	107.40		$	75.96		$	75.96		$	69.74		$	69.74		$	67.48		$	67.48
Weighted Average Lease Term (years)		9.9			9.9			12.4			12.4			9.5			9.5			8.2			8.2			7.8			7.8

Renewal leases
Number of renewal leases executed		29			29			5			5			10			10			8			8			6			6
GLA		189,933			189,933			15,075			15,075			22,159			22,159			123,099			123,099			29,600			29,600
New base rent	$	14.06		$	14.32		$	27.62		$	28.41		$	26.82		$	27.16		$	9.95		$	10.16		$	14.72		$	14.84
Expiring base rent (and percentage rent)	$	14.07		$	13.64		$	28.00		$	26.89		$	27.60		$	26.66		$	9.54		$	9.25		$	15.71		$	15.40
Percentage growth in base rent		-0.1	%		5.0	%		-1.4	%		5.7	%		-2.8	%		1.9	%		4.3	%		9.8	%		-6.3	%		-3.6	%
Average cost per square foot	$	0.08		$	0.08		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.51		$	0.51
Weighted Average Lease Term (years)		4.7			4.7			4.2			4.2			3.5			3.5			4.6			4.6			6.0			6.0

Total new and renewal Leases
Number of new and renewal leases executed		57			57			13			13			18			18			10			10			16			16
GLA commencing		408,965			408,965			99,723			99,723			57,116			57,116			126,253			126,253			125,873			125,873
New base rent	$	16.09		$	16.56		$	20.59		$	21.76		$	23.92		$	24.37		$	10.31		$	10.53		$	14.78		$	14.92
Expiring base rent (and percentage rent)	$	15.56		$	15.02		$	20.16		$	19.07		$	19.85		$	19.37		$	10.31		$	9.96		$	15.24		$	14.90
Percentage growth in base rent		3.4	%		10.3	%		2.2	%		14.1	%		20.5	%		25.8	%		0.0	%		5.7	%		-3.0	%		0.2	%
Average cost per square foot	$	45.18		$	45.18		$	91.16		$	91.16		$	46.49		$	46.49		$	1.74		$	1.74		$	51.73		$	51.73
Weighted Average Lease Term (years)		7.4			7.4			11.2			11.2			7.2			7.2			4.7			4.7			7.4			7.4



Notes:
1Does not include leased square footage and costs related to first generation space and the Company's major redevelopment projects; renewal leases include exercised options.
2Rents have not been calculated on a straight line basis. Previous/expiring rent is that as of time of expiration and includes any percentage rent paid as well. New rent is that which is paid at commencement.
3Rents are calculated on a straight-line basis.

- 38 -

Core Portfolio Capital Expenditures
Current Quarter and Year-to-Date


	Year-to-Date			Current Quarter		Prior Quarter		Prior Quarter		Prior Quarter
	Period ended			3 months ended		3 months ended		3 months ended		3 months ended		Prior Year ended
	December 31, 2011			December 31, 2011		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010


Leasing Commissions	$	1,265		$	188	$	191	$	411	$	475	$	671
Tenant Improvements		7,401	1		1,584		2,000		2,580		1,237		3,855
Capital Expenditures		471			253		-		-		218		146
Redevelopments		-			-		-		-		-		-
Total	$	9,137		$	2,025	$	2,191	$	2,991	$	1,930	$	4,672

Notes:
1 Includes $1,662 of costs associated with the redevelopment of 2914 Third Avenue and $1,578 for Bloomfield Town Square re-anchoring.

- 39 -

Property Demographics - Core
							3-Mile Radius2				5-Mile Radius2
				Trade Area	Base	Total	Total	#	Median HH	Avg. HH	Total	#	Median HH	Avg. HH
Classification	Property	City	State	(Miles)	Rent	GLA	Pop.	HH	Income	Income	Pop.	HH	Income	Income
Core	239 Greenwich Avenue	Greenwich	CT	5	$ 1,554,663	16,834	64,308	23,814	125,719	162,508	135,320	48,542	122,962	156,902
Core	Elmwood Park Shopping Center	Elmwood Park	NJ	3	3,364,939	149,262	248,932	81,257	60,826	69,326	586,661	200,354	67,746	78,008
Core	A & P Shopping Plaza	Boonton	NJ	5	1,284,146	62,741	46,107	17,845	104,048	129,404	99,937	37,448	101,964	122,465
Core	Village Commons Shopping Center	Smithtown	NY	3	2,409,990	87,330	63,231	21,079	102,376	124,093	173,029	56,356	98,040	119,322
Core	The Branch Plaza	Smithtown	NY	3	1,570,504	126,212	64,812	21,738	103,946	126,961	191,293	61,590	94,383	113,936
Core	Amboy Road	Staten Island	NY	3	1,619,949	60,090	97,141	33,846	82,727	86,666	162,143	57,055	79,869	84,373
Core	Bartow Avenue	The Bronx	NY	2	439,246	14,676	273,331	99,165	49,510	59,160	575,057	206,470	47,306	57,042
Core	Pacesetter Park Shopping Center	Pomona	NY	3	1,101,867	96,380	19,646	6,760	101,782	120,862	99,896	29,978	87,372	107,422
Core	LA Fitness	Staten Island	NY	3	1,265,000	55,000	35,839	12,953	67,765	72,134	128,706	44,479	74,225	77,867
Core	West 54th Street	Manhattan	NY	1	2,418,894	9,693	42,128	25,011	91,410	155,737	160,333	90,051	93,753	164,270
Core	East 17th Street	Manhattan	NY	1	625,000	19,622	70,157	39,495	92,939	175,048	261,569	143,187	79,749	138,454
Core	Crossroads Shopping Center	White Plains	NY	3	5,590,135	309,487	107,610	40,014	99,898	116,168	213,143	77,239	117,243	135,295
Core	Third Avenue	Yonkers	NY	1	666,631	39,367	45,117	14,987	22,294	32,027	154,302	51,557	23,429	33,081
Core	Mercer Street	New York	NY	1	372,000	6,225	48,262	20,078	76,510	134,753	209,871	90,080	70,637	119,525
Core	4401 White Plains Road	White Plains	NY	1	625,000	12,964	93,714	33,031	49,930	62,634	574,653	207,078	52,382	62,813
Core	Town Line Plaza	Rocky Hill	CT	3	1,672,273	206,346	45,422	18,687	75,874	82,339	150,566	58,641	66,002	73,788
Core	Methuen Shopping Center	Methuen	MA	5	1,021,370	130,021	91,440	33,166	48,242	56,292	194,882	72,424	55,911	64,367
Core	Crescent Plaza	Brockton	MA	3	1,576,543	218,137	96,005	32,593	53,420	62,806	161,182	55,405	59,665	68,969
Core	New Loudon Center	Latham	NY	5	1,959,124	255,673	42,239	16,004	63,599	76,258	151,343	61,547	55,150	67,252
Core	Walnut Hill Plaza	Woonsocket	RI	5	2,408,508	284,717	58,072	22,079	50,251	59,544	91,962	35,206	58,299	69,645
Core	The Gateway Shopping Center	So. Burlington	VT	3	1,733,487	101,655	49,599	20,331	51,135	64,086	74,461	30,538	54,695	67,272
Core	Hobson West Plaza	Naperville	IL	3	1,117,715	99,125	95,896	34,156	109,898	113,927	236,016	84,332	108,127	112,720
Core	Clark & Diversey	Chicago	IL	1	810,154	19,265	80,058	47,674	74,864	107,610	133,868	78,221	80,762	114,242
Core	West Diversey	Chicago	IL	1	1,757,463	46,259	57,904	37,481	66,689	94,576	361,880	198,507	70,933	100,699
Core	Chicago Urban/Street Retail Portfolio	Chicago	IL	1	1,279,938	24,374	62,509	32,901	91,769	141,038	494,291	234,742	71,739	100,859
Core	Merrillville Plaza	Hobart	IN	5	2,852,636	235,824	28,125	11,745	59,051	57,903	79,178	30,967	55,914	56,106
Core	Bloomfield Town Square	Bloomfield Hills	MI	5	2,277,192	236,418	58,074	22,758	88,141	102,572	157,331	61,379	95,034	105,404
Core	Mad River Station	Dayton	OH	5	1,264,608	125,984	57,875	25,349	66,903	70,623	154,785	55,374	69,503	74,465
Core	Marketplace of Absecon	Absecon	NJ	3	1,231,831	104,762	28,925	10,533	59,908	74,572	69,370	23,899	59,194	72,233
Core	Brandywine/Mkt Sq./Naamans Rd.	Wilmington	DE	3	15,830,819	997,020	110,839	45,584	63,729	68,575	188,535	76,355	72,069	74,895
Core	Mark Plaza	Edwardsville	PA	5	823,922	216,401	87,545	37,108	37,075	46,254	121,815	50,915	39,826	49,730
Core	Plaza 422	Lebanon	PA	3	795,852	156,279	44,076	18,114	42,329	44,905	63,493	25,552	47,678	49,724
Core	Route 6 Plaza	Honesdale	PA	5	1,175,170	175,519	7,948	3,467	36,983	47,590	12,024	5,030	39,415	49,983
Core	Chestnut Hill	Philadelphia	PA	3	164,483	37,916	147,322	60,592	63,508	79,148	396,137	159,190	61,052	77,569
Core	Abington Towne Center	Abington	PA	3	1,120,795	216,369	88,887	35,153	78,175	97,812	296,425	117,842	69,750	84,152
Core	Georgetown Portfolio	Georgetown	DC	1	1,649,967	27,666	37,072	18,448	80,669	137,674	306,482	147,883	70,715	110,008
Total Core 1
Weighted Average - Based on GLA							71,443	27,341	$ 66,888	$ 78,575	171,277	65,418	$ 67,834	$ 78,880
Weighted Average - Based on base rent							77,258	30,080	$ 73,453	$ 90,848	204,155	80,891	$ 74,392	$ 90,741


Notes:
1 Calculations have been pro-rated based on the Company's ownership % in joint ventures.
2 West 54th Street , East 17th Street , Third Ave. & Mercer Street reflect .5 and 1 mile radius figures; Clark & Diversey reflects 1 and 1.5 mile radius figures; West Diversey,
4401 White Plains Rd, Chicago Urban/Street Retail Portfolio and Georgetown reflect 1 and 3 mile radius figures; LA Fitness and Bartow reflect 2 aned 3 mile radius figures.

- 40 -

Property Demographics - Funds
							3-Mile Radius2				5-Mile Radius2
				Trade Area	Base	Total	Total	#	Median HH	Avg. HH	Total	#	Median HH	Avg. HH
Classification	Property	City	State	(Miles)	Rent	GLA	Pop.	HH	Income	Income	Pop.	HH	Income	Income
Fund I	Tarrytown Shopping Center	Tarrytown	NY	2	847,360	34,979	22,110	8,246	86,276	112,075	35,192	12,933	89,621	116,661
Fund II	Pelham Manor Shopping Plaza	Westchester	NY	3	5,622,651	228,493	401,439	145,255	57,360	68,075	532,763	168,549	35,031	49,370
Fund II	400 East Fordham Road	The Bronx	NY	2	5,519,760	119,446	649,998	214,775	33,106	43,969	1,214,522	401,588	35,202	47,217
Fund II	Liberty Avenue	Queens	NY	1	732,755	26,125	91,638	28,967	53,392	62,024	338,406	102,483	50,598	60,663
Fund II	Canarsie	Brooklyn	NY	1	7,494,788	273,536	111,699	36,850	47,249	56,580	1,222,610	400,044	53,590	64,781
Fund II	216th Street	Manhattan	NY	1	2,460,000	60,000	160,656	54,093	38,123	51,821	948,832	311,867	35,661	48,955
Fund II	161st Street	The Bronx	NY	1	4,617,137	236,571	199,667	64,948	23,956	35,877	734,022	236,490	25,864	39,464
Fund III	Westport	Westport	CT	3	1,639,550	27,033	43,980	16,452	157,068	202,669	113,415	42,948	128,347	162,965
Fund III	Cortlandt Towne Center	Mohegan Lake	NY	3	9,270,706	641,211	36,790	11,992	98,885	106,063	89,641	30,347	90,138	100,808
Fund III	654 Broadway	New York	NY	1	300,000	2,896	70,572	34,946	73,978	128,584	271,509	127,536	70,980	121,380
Fund III	New Hyde Park Shopping Center	New Hyde Park	NY	3	855,244	31,498	184,784	66,069	99,327	121,864	548,457	186,573	91,812	112,332
Fund III	White City	Shrewsbury	MA	3	5,184,956	255,560	94,955	38,180	49,759	62,004	211,652	80,653	54,993	68,709
Fund III	White Oak	Silver Spring	MD	3	874,416	64,626	92,060	34,141	80,124	97,014	256,978	88,658	78,604	94,563
Fund III	Parkway Crossing	Parkville	MD	3	1,271,641	260,264	188,463	68,889	55,950	66,501	422,951	154,241	55,841	69,175
Fund III	Lincoln Road	Miami Beach	FL	3	2,305,809	61,443	60,730	35,165	44,469	73,128	213,203	100,137	40,684	60,999
Fund III	Heritage Shops	Chicago	IL	3	2,621,122	105,449	291,977	148,982	70,575	101,644	743,136	328,907	60,757	84,919


Fund I 1
Weighted Average - Based on GLA							22,110	8,246	$ 86,276	$ 112,075	35,192	12,933	$ 89,621	$ 116,661
Weighted Average - Based on base rent							22,110	8,246	$ 86,276	$ 112,075	35,192	12,933	$ 89,621	$ 116,661

Fund II - Urban In-Fill 1
Weighted Average - Based on GLA							284,424	96,960	$ 41,320	$ 52,175	870,133	282,665	$ 37,691	$ 50,550
Weighted Average - Based on base rent							316,495	107,275	$ 41,372	$ 52,242	922,135	300,568	$ 38,361	$ 51,063

Fund III 1
Weighted Average - Based on GLA							98,302	39,604	$ 79,708	$ 92,620	239,433	91,730	$ 74,701	$ 88,752
Weighted Average - Based on base rent							94,648	40,782	$ 82,353	$ 99,617	241,346	96,211	$ 75,961	$ 92,527

Total - Core and Funds1
Weighted Average - Based on GLA							81,329	30,777	$ 66,723	$ 78,494	202,570	75,429	$ 67,131	$ 78,480
Weighted Average - Based on base rent							97,180	36,864	$ 71,639	$ 88,551	262,818	99,048	$ 71,737	$ 87,868



Notes:
1 Does not include the Kroger/Safeway Portfolio. Calculations have been pro-rated based on the Company's ownership % in the joint venture.
2 Canarsie Plaza, 161st Street and Liberty Avenue reflect 1 and 2 mile radius figures, 216th St. reflects 1 and 3 mile radius figures,
Fordham Road reflects 2 aned 3 mile radius figures and 654 Broadway reflects .5 and 1 mile radius figures.

- 41 -

Important Notes

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this supplemental disclosure may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and as such may involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative thereof or other variations thereon or comparable terminology. Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to those set forth under the heading "Risk Factors" in the Company's Annual Report on Form 10-K. These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference herein.

USE OF FUNDS FROM OPERATIONS AS NON-GAAP FINANCIAL MEASURE

The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (or losses) from sales of property and depreciation and amortization. However, the Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by 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 (or losses) from sales of depreciated property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, the Company also discloses FFO as adjusted to include the extraordinary gain from its RCP investment in Albertson's. The Company believes that income or gains derived from its RCP investments, including its investment in Albertson's, are private-equity investments and, as such, should be treated as operating income and therefore FFO. The Company believes that this supplement adjustment more appropriately reflects the results of its operations. The Company also provides two other supplemental disclosures of operating performance, adjusted funds from operations ("AFFO") and funds available for distribution ("FAD"). The Company defines AFFO as FFO adjusted for straight line rent, non-real estate depreciation, amortization of finance costs and costs of management contracts, tenant improvements, leasing commissions and capital expenditures. The Company defines FAD as AFFO adjusted for scheduled debt principal payments.

USE OF EBITDA AND NOI AS NON-GAAP FINANCIAL MEASURES

EBITDA and NOI are widely used financial measures in many industries, including the REIT industry, and are presented to assist investors and analysts in analyzing the performance of the Company. They are helpful as they exclude various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA as the sum of net income before extraordinary items plus interest expense, depreciation, income taxes and amortization, less any gains (losses including impairment charges) on the sale of income producing properties. The Company computes NOI by taking the difference between Property Revenues and Property Expenses as detailed in this reporting supplement. The Company’s method of calculating EBITDA and NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA and NOI do not represent cash generated from operations as defined by GAAP and are not indicative of cash available to fund all cash needs, including distributions. They 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.

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