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What changed in ACADIA REALTY TRUST's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of ACADIA REALTY TRUST's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+308 added−436 removedSource: 10-K (2024-02-16) vs 10-K (2023-03-01)

Top changes in ACADIA REALTY TRUST's 2023 10-K

308 paragraphs added · 436 removed · 145 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

23 edited+4 added−6 removed44 unchanged
Biggest changeIn addition, new development activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management. Developments and acquisitions may fail to perform as expected, which could adversely affect our results of operations.
Biggest changeIf any of the above events occur, the development and construction of properties may hinder our growth and could have an adverse effect on our financial condition, cash flows and results of operations. In addition, new development and construction activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management.
In the event of a bankruptcy of an entity in which we have a preferred equity interest, or in which the borrower has pledged its interest, the assets of the entity may not be sufficient to satisfy our investment. RISKS RELATED TO LITIGATION, EN VIRONMENTAL MATTERS AND GOVERNMENTAL REGULATION We are exposed to possible liability relating to environmental matters.
In the event of a bankruptcy of an entity in which we have a preferred equity interest, or in which the borrower has pledged its interest, the assets of the entity may not be sufficient to satisfy our investment. 19 RISKS RELATED TO LITIGATION, EN VIRONMENTAL MATTERS AND GOVERNMENTAL REGULATION We are exposed to possible liability relating to environmental matters.
In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. 15 We may not be able to recover our investments in marketable securities or other investments, which may result in significant losses to us.
In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. We may not be able to recover our investments in marketable securities or other investments, which may result in significant losses to us.
When an OTTI is recognized through earnings, a new cost basis is established for the asset, and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value. Our real estate assets may be subject to impairment charges.
When an OTTI is recognized through earnings, a new cost basis is established for the asset, and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value. 17 Our real estate assets may be subject to impairment charges.
Any loss of these types could adversely affect our financial condition, cash flows and results of operations. We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our Common Shares.
Any loss of these types could adversely affect our financial condition, cash flows and results of operations. 20 We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our Common Shares.
Item 1. Business —Investing Activities–Funds–Development Activities”. As opportunities arise, we may delay construction until sufficient pre-leasing is reached, and financing is in place.
Item 1. Business — Investing Activities– Funds–Development Activities. As opportunities arise, we may delay construction until sufficient pre-leasing is reached, and financing is in place.
These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 17 for additional discussion regarding the shares held by the Company of Albertsons Companies, Inc. (“Albertsons”).
These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8 for additional discussion regarding the shares held by the Company of Albertsons Companies, Inc. (“Albertsons”).
Our inability to raise capital for new Funds or to carry out our growth strategy could adversely affect our financial condition, cash flows and results of operations. Our earnings growth strategy is based on the acquisition and development of additional properties, including acquisitions of core properties through our Operating Partnership and our high return investment programs through our Fund platform.
Our inability to raise capital or to carry out our growth strategy could adversely affect our financial condition, cash flows and results of operations. Our earnings growth strategy is based on the acquisition and development of additional properties, including acquisitions of core properties through our Operating Partnership and our high return investment programs through our Fund platform.
Interest expense on our variable-rate debt as of December 31, 2022 would increase by approximately $3.6 million annually for a 100-basis-point increase in interest rates. This exposure would increase if we sought additional variable-rate financing based on pricing and other commercial and financial terms.
Interest expense on our variable-rate debt as of December 31, 2023 would increase by approximately $4.3 million annually for a 100-basis-point increase in interest rates. This exposure would increase if we sought additional variable-rate financing based on pricing and other commercial and financial terms.
If a natural disaster, blackout, or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. We conduct appropriate due diligence on all services providers and restrict access, use and disclosure of personal information.
If a natural disaster, blackout, or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. We conduct due diligence on all services providers, contractually specify privacy and data security responsibilities, and restrict access, use and disclosure of personal information.
As of December 31, 2022, our outstanding indebtedness was $ 1,805.4 million, of which $364.6 million was variable-rate indebtedness. None of our Declaration of Trust, our Bylaws or any policy statement formally adopted by our Board limits either the total amount of indebtedness or the specified percentage of indebtedness that we may incur.
As of December 31, 2023, our outstanding indebtedness was $ 1,881.1 million, of which $426.4 million was variable-rate indebtedness. None of our Declaration of Trust, our Bylaws or any policy statement formally adopted by our Board limits either the total amount of indebtedness or the specified percentage of indebtedness that we may incur.
Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of our tenants, which could adversely affect our financial condition, cash flows and results of operations. 18 Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition, cash flows and results of operations.
Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of our tenants, which could adversely affect our financial condition, cash flows and results of operations.
Our development and construction activities include the risk that: • we may abandon development opportunities after expending resources to determine feasibility; • construction costs of a project may exceed our original estimates; • occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; • financing for development of a property may not be available to us on favorable terms; • we may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs, including labor and material costs; and • we may not be able to obtain or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations. 14 In addition, the entitlement and development of real estate entails extensive approval processes, sometimes involving multiple regulatory jurisdictions.
Our development and construction activities include, among others, the risks that: • we may abandon development opportunities after expending resources to determine feasibility; • construction costs of a project may exceed our original estimates; • occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; • financing for development of a property may not be available to us on favorable terms or at all; • we may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs, including labor and material costs; and • we may not be able to obtain or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations.
Our investment strategy includes the development and acquisition of retail properties in supply constrained markets in densely populated areas with high average household incomes and significant barriers to entry. The acquisition of such properties is highly competitive.
Developments and acquisitions may fail to perform as expected, which could adversely affect our results of operations. Our investment strategy includes the development and acquisition of retail properties in supply constrained markets in densely populated areas with high average household incomes and significant barriers to entry. The acquisition of such properties is highly competitive.
Such restrictions may also affect customer behavior longer term by, among other things, creating a preference for e-commerce, discussed further in our risk factors above. 16 RISKS RELATED T O OUR LIQUIDITY AND INDEBTEDNESS If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders.
RISKS RELATED T O OUR LIQUIDITY AND INDEBTEDNESS If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders.
Through our investments in joint ventures, we have also invested in operating businesses that have operational risk in addition to the risks associated with real estate investments, including human capital issues, adequate supply of product and material, and merchandising issues. 17 Furthermore, if we were unable to obtain sufficient investor capital commitments in order to initiate future Funds, our current growth strategy would be adversely impacted.
Through our investments in joint ventures, we have also invested in operating businesses that have operational risk in addition to the risks associated with real estate investments, including human capital issues, adequate supply of product and material, and merchandising issues.
Accordingly, we could become more highly leveraged, resulting in increased debt service requirements and a higher risk of default on our debt obligations. This in turn could adversely affect our financial condition, cash flows and ability to make distributions to our shareholders.
Accordingly, we could become more highly leveraged, resulting in increased debt service requirements and a higher risk of default on our debt obligations.
At times, we may also be required to use unionized construction workers or to pay the prevailing wage in a jurisdiction to unionized workers, which could increase a project’s costs and the risk of a strike, thereby affecting construction timelines.
At times, we may also be required to use unionized construction workers or to pay the prevailing wage in a jurisdiction to unionized workers, which could increase a project’s costs and the risk of a strike, thereby affecting construction timelines. 16 Additionally, the time frame required for development, construction and lease-up of these properties means that we may not realize a significant cash return for several years.
We carry comprehensive general liability, all-risk property, extended coverage, loss of rent insurance, and environmental liability on our properties, with policy specifications and insured limits customarily carried for similar properties. However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we maintain a minimum of twelve months loss of rent insurance.
However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we maintain a minimum of twelve months loss of rent insurance.
It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies. Compliance with these and other regulations and standards is time intensive and costly and may require additional long range infrastructure review and approvals which can add to project cost.
Compliance with these and other regulations and standards is time intensive and costly and may require additional long range infrastructure review and approvals which can add to project cost. In addition, development of properties containing delineated wetlands may require one or more permits from the U.S. federal government and/or state and local governmental agencies.
While the discontinuation of USD LIBOR would not affect our ability to borrow or maintain already outstanding borrowings, it could result in higher interest rates and/or payments under our debt agreements.
As a result of LIBOR being discontinued, our LIBOR-based borrowings and hedges were converted to the Secured Overnight Financing Rate (“SOFR”). The discontinuation of LIBOR did not affect our ability to borrow or maintain already outstanding borrowings. Higher average interest rates resulted in higher interest expense and payments under our debt agreements.
Although approximately 79.8% of our outstanding debt has fixed or effectively fixed interest rates, we also borrow funds at variable interest rates.
This in turn could adversely affect our financial condition, cash flows and ability to make distributions to our shareholders. 18 Although approximately 77.3% of our outstanding debt has fixed or effectively fixed interest rates, we also borrow funds at variable interest rates.
In addition, development of properties containing delineated wetlands may require one or more permits from the U.S. federal government and/or state and local governmental agencies. Any of these issues can materially affect the cost, timing and economic viability of our development and redevelopment projects.
Any of these issues can materially affect the cost, timing and economic viability of our development and redevelopment projects.
Removed
Additionally, the time frame required for development, construction and lease-up of these properties means that we may not realize a significant cash return for several years. If any of the above events occur, the development of properties may hinder our growth and could have an adverse effect on our financial condition, cash flows and results of operations.
Added
In addition, the entitlement and development of real estate entails extensive approval processes, sometimes involving multiple regulatory jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies.
Removed
We engage vendors with formal written agreements clearly defining the roles of the parties and specifying privacy and data security responsibilities.
Added
Such restrictions may also affect customer behavior longer term by, among other things, creating a preference for e-commerce, discussed further in our risk factors above.
Removed
We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023. As a result, any of our LIBOR-based borrowings and hedges that extend beyond such date will need to be converted to a replacement rate.
Added
Furthermore, if we were unable to obtain sufficient investor capital commitments in order to initiate future Funds, or other sources of strategic capital, our current growth strategy would be adversely impacted.
Removed
U.S. regulators identified the Secured Overnight Financing Rate (“SOFR”) as their preferred alternative to USD LIBOR in derivatives and other financial contracts. We have contracts indexed to LIBOR and are monitoring and evaluating the risks related to potential discontinuation of LIBOR, including transitioning contracts to a new alternative rate and any resulting value transfer that may occur.
Added
Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition, cash flows and results of operations. We carry comprehensive general liability, all-risk property, extended coverage, loss of rent insurance, and environmental liability on our properties, with policy specifications and insured limits customarily carried for similar properties.
Removed
When USD LIBOR is discontinued, the interest rates of our LIBOR-indexed debt following such event will be based on either alternate base rates, such as SOFR, or agreed upon replacement rates.
Removed
Additionally, adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs to the Company.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

29 edited+126 added−28 removed12 unchanged
Biggest changeThese sources of cash were primarily offset by (i)$139.9 million more cash used for investments in and advances to unconsolidated affiliate, (ii) $81.5 million more cash used to acquire properties in 2022, and (iii) $10.4 million more cash used for development, construction and property improvement costs. 56 Financing Activities Our financing activities used $95.7 million more cash during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily from (i) $125.0 million more cash used by net borrowings, (ii) $78.6 million more cash used for the acquisition of and distributions to noncontrolling interests, and (iii) $25.1 million more cash used in dividends paid to common shareholders.
Biggest changeOur financing activities provided $50.3 million more cash during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily from (i) $145.4 million more cash received in proceeds from debt, (ii) $48.3 million less cash used for distributions to noncontrolling interests, (iii) $24.3 million less cash used for the acquisition of noncontrolling interests, and (iv) $5.3 million from lower financing costs.
Sources of Liquidity Our primary sources of capital for funding our short-term (less than 12 months) and long-term (12 months and longer) liquidity needs include (i) the issuance of both public equity and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within our Funds, (iv) future sales of existing properties, (v) repayments of structured financing investments, and (vi) cash on hand and future cash flow from operating activities.
Sources of Liquidity Our primary sources of capital for funding our short-term (less than 12 months) and long-term (12 months and longer) liquidity needs include (i) the issuance of both public equity and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within our Funds, (iv) investments of strategic capital (v) future sales of existing properties, (vi) repayments of structured financing investments, and (vii) cash on hand and future cash flow from operating activities.
In addition, at that date within our Core and Fund portfolios, we had 94 unleveraged consolidated properties with an aggregate carrying value of approximately $1.8 billion, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all.
In addition, at that date within our Core and Fund portfolios, we had 92 unleveraged consolidated properties with an aggregate carrying value of approximately $1.8 billion, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all.
Billed tenant receivables, and receivables arising from the straight-lining of rents, are reserved when management deems the collectability of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively on a cash basis, based on actual amounts received.
Billed tenant receivables, and receivables arising from the straight-lining of rents, are written-off when management deems the collectability of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively on a cash basis, based on actual amounts received.
As such, our financial statements reflect our investment and our share of income and loss from, but not the individual assets and liabilities, of these joint ventures. See Note 4 in the Notes to Consolidated Financial Statements, for a discussion of our unconsolidated investments.
As such, our financial statements reflect our investment and our share of income and loss from, but not the individual assets and liabilities, of these joint ventures. See Note 4 for a discussion of our unconsolidated investments.
Impairment of Properties and Investments in and Advances to Unconsolidated Affiliates On a periodic basis, we assess whether there are any indicators that the value of real estate assets, including undeveloped land and construction in progress, may be impaired.
Real Estate and Investments in and Advances to Unconsolidated Affiliates – Impairment of Properties On a periodic basis, we assess whether there are any indicators that the value of real estate assets, including any related right-of-use (“ROU”), intangible assets, undeveloped land and construction in progress, may be impaired.
Item 1A. Risk Factors Share Repurchase Program We maintain a share repurchase program under which $122.5 million remains available as of December 31, 2022 ( Note 10 ). The Company did not repurchase any of its Common Shares under this program during the year ended December 31, 2022.
Share Repurchase Program We maintain a share repurchase program under which $122.5 million remains available as of December 31, 2023 ( Note 10 ). The Company did not repurchase any of its Common Shares under this program during the year ended December 31, 2023.
We also have one Structured Financing investment in the amount of $21.6 million including accrued interest (exclusive of default interest and other amounts due on the loan that have not been recognized), that previously matured and has not been repaid. Scheduled maturities of Structured Financing loans include $39.3 million maturing during 2023 ( Note 3 ).
We also have one Structured Financing investment in the amount of $21.6 million including accrued interest (exclusive of default interest and other amounts due on the loan that have not been recognized) that previously matured and has not been repaid ( Note 3 ).
Financing and Debt As of December 31, 2022, we had $173.5 million of additional capacity under existing consolidated Core and Fund revolving debt facilities.
Financing and Debt As of December 31, 2023, we had $106.1 million of additional capacity under existing consolidated Core and Fund revolving debt facilities.
While we have not experienced any material negative impacts at this time, we are actively managing our business to respond to the ongoing economic and social impact from such events.
Except for increased interest costs, we have not experienced any material negative impacts at this time and we intend to actively manage our business to respond to the ongoing economic and social impact from such events.
The Operating Partnership’s pro-rata share of unconsolidated non-recourse debt related to those investments is as follows (dollars in millions): Operating Partnership December 31, 2022 Investment Ownership Percentage Pro-rata Share of Mortgage Debt Effective Interest Rate (a) Maturity Date Eden Square 22.8 % $ 5.1 6.41 % Mar 2023 Gotham Plaza 49.0 % 8.7 5.09 % Jun 2023 Renaissance Portfolio 20.0 % 32.0 3.81 % Aug 2023 3104 M Street 20.0 % 0.8 7.50 % Jan 2024 Crossroads 49.0 % 29.8 3.94 % Oct 2024 Tri-City Plaza (c) 18.1 % 7.0 3.01 % Oct 2024 Frederick Crossing (c) 18.1 % 4.4 3.26 % Dec 2024 Paramus Plaza (b) 11.6 % 3.3 6.43 % Dec 2024 Frederick County Square (c) 18.1 % 4.1 4.00 % Jan 2025 840 N.
The Operating Partnership’s pro-rata share of unconsolidated non-recourse debt related to those investments is as follows (dollars in millions): Operating Partnership December 31, 2023 Investment Ownership Percentage Pro-rata Share of Mortgage Debt Effective Interest Rate (a) Maturity Date Gotham 49.0 % $ 8.5 8.36 % Mar 2024 Eden Square 20.8 % 5.0 7.60 % Sep 2024 Crossroads 49.0 % 29.1 3.94 % Oct 2024 Tri City Plaza (c) 18.1 % 6.9 3.04 % Oct 2024 Frederick Crossing (c) 18.1 % 4.3 3.27 % Dec 2024 Paramus Plaza (b) 11.6 % 3.2 7.69 % Dec 2024 Frederick County Square (c) 18.1 % 4.2 5.49 % Jan 2025 650 Bald Hill 20.8 % 3.2 3.75 % Jun 2026 Renaissance (b) 20.0 % 30.4 7.15 % Nov 2026 840 N.
In January 2023, we recognized cash dividends totaling $28.2 million related to the special dividend received from Mervyns II investment in Albertsons, of which our share was $11.3 million ( Note 17 ).
On January 20, 2023, through Mervyns II, we received a special cash dividend of $28.2 million from our investment in Albertsons, of which our share was $11.3 million.
If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents, adjusting for the amount related to the period when the lease was accounted for on a cash basis.
If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents, adjusting for the amount related to the period when the lease was accounted for on a cash basis. 55 Rental revenue for the years ended December 31, 2023, 2022 and 2021 are reported net of our collectability related adjustments of $(1.3) million, $1.5 million, and $1.9 million, respectively ( Note 11 ).
Upon acquisitions of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, and identified intangibles such as above and below-market leases and acquired in-place leases) and acquired liabilities in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations” and ASC Topic 350 “Intangibles – Goodwill and Other,” and allocate purchase price based on their relative fair values.
Real Estate – Estimates Related to Valuing Acquired Assets and Liabilities Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-” and “below-market” leases, leasing and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations” and ASC Topic 350 “Intangibles – Goodwill and Other,” and allocate the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.
Investing Activities During the year ended December 31, 2022 as compared to the year ended December 31, 2021, our investing activities used $74.3 million less cash, primarily due to (i) $160.7 million more cash received from the disposition of properties, (ii) $60.1 million more cash received from return of capital from unconsolidated affiliates and other, (iii) $57.9 million less cash used in the issuance of notes receivable, and (iv) $29.5 million more cash received from proceeds from notes receivable.
Our investing activities used $84.3 million more cash for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to (i) $224.6 million less cash received from the disposition of properties, (ii) $33.3 million less cash received from return of capital from unconsolidated affiliates, (iii) $29.5 million less cash received from repayment of notes receivable, and (iv) $18.5 million more cash used in development, construction, and property improvements.
Michigan Avenue 88.4 % 65.0 4.36 % Feb 2025 Wood Ridge Plaza (b) 18.1 % 5.9 7.63 % Mar 2025 650 Bald Hill Road 20.8 % 3.3 3.75 % Jun 2026 La Frontera 18.1 % 10.0 6.68 % Jun 2027 Family Center at Riverdale (b) 18.0 % 6.1 5.99 % Nov 2027 Georgetown Portfolio 50.0 % 7.5 4.72 % Dec 2027 Total $ 193.0 a) Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect at December 31, 2022, where applicable. b) The debt has two available 12-month extension options. c) The debt has one available 12-month extension option. 57 CRITICAL ACCOUNTING ESTIMATES Management’s discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
Michigan 91.9 % 50.0 6.50 % Dec 2026 3104 M Street (b) 20.0 % 0.8 8.50 % Jan 2027 Wood Ridge Plaza 18.1 % 6.1 7.20 % Mar 2027 La Frontera 18.1 % 10.0 6.11 % Jun 2027 Riverdale 18.0 % 6.9 7.28 % Nov 2027 Georgetown 50.0 % 7.2 4.72 % Dec 2027 Mohawk Commons 18.1 % 7.2 5.80 % Mar 2028 Shoppes at South Hills (c) 18.1 % 5.8 5.95 % Mar 2028 Total $ 188.8 a) Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect at December 31, 2023, where applicable. b) The debt has two available 12-month extension options. c) The debt has one available 12-month extension option. 54 CRITICAL ACCOUNTING ESTIMATES Management’s discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, referred to as “GAAP”.
We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants.
We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants. Most of our leases require tenants to pay their share of operating expenses, including real estate taxes, insurance, utilities, and common area maintenance of the shopping centers.
During 2022 and 2021, the Company recognized impairment charges on properties of $33.3 million and $9.9 million, respectively. See Note 8 for a discussion of impairments recognized during the periods presented. Additionally, during 2022, the Company impaired its unconsolidated investment in 840 N. Michigan Avenue resulting in a charge of $50.8 million.
During 2023 and 2022, the Company recognized impairment charges on properties of $3.7 million and $33.3 million, respectively. See Note 8 for a discussion of impairments recognized during the periods presented.
Our cash on hand in our consolidated subsidiaries at December 31, 2022 totaled $17.2 million. Our remaining sources of liquidity are described further below. ATM Program We have an ATM Program ( Note 10 ) that provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an as-we-go basis to fund our capital needs.
Common Share Issuances We have an ATM Program ( Note 10 ) that provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an as-we-go basis to fund our capital needs.
At December 31, 2022, unfunded capital commitments from noncontrolling interests within our Funds II, III, IV and V were zero, $1.4 million, $32.2 million, and $137.5 million, respectively.
Fund Capital During the year ended December 31, 2023, Funds IV and V called for capital contributions of $74.8 million, of which our aggregate share was $15.5 million. At December 31, 2023, unfunded capital commitments from noncontrolling interests within our Funds II, III, IV and V were zero, $1.4 million, $20.4 million, and $90.0 million, respectively.
These uses of cash were partially offset by (i) $79.3 million more cash provided by contributions from noncontrolling interests and (ii) $55.6 million more cash provided by the sale of Common Shares.
These decreases were offset by (i) $119.5 million less cash provided by the sale of Common Shares, (ii) $49.5 million less cash provided by contributions from noncontrolling interests, and (iii) $4.0 million more cash used in dividends paid to Common shareholders.
See Item 1A Risk Factors. 55 HISTORICAL CASH FLOW Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 The following table compares the historical cash flow for the year ended December 31, 2022 with the cash flow for the year ended December 31, 2021 (in millions, totals may not add due to rounding): Year Ended December 31, 2022 2021 Variance Net cash provided by operating activities $ 133.2 $ 105.0 $ 28.2 Net cash used in investing activities (124.2 ) (198.5 ) 74.3 Net cash (used in) provided by financing activities (4.4 ) 91.3 (95.7 ) Increase (decrease) in cash and restricted cash $ 4.7 $ (2.2 ) $ 6.9 Operating Activities Our operating activities provided $28.2 million more cash during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to Core and Fund property acquisitions and an increase in cash receipts from tenants.
HISTORICAL CASH FLOW Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The following table compares the historical cash flow for the year ended December 31, 2023 with the cash flow for the year ended December 31, 2022 (in millions, totals may not add due to rounding): Year Ended December 31, 2023 2022 Variance Net cash provided by operating activities $ 155.8 $ 133.2 $ 22.6 Net cash used in investing activities (208.5 ) (124.2 ) (84.3 ) Net cash provided by (used in) financing activities 45.9 (4.4 ) 50.3 Changes in cash, cash equivalents and restricted cash $ (6.9 ) $ 4.7 $ (11.6 ) Operating Activities Net cash provided by operating activities primarily consists of cash inflows from dividend income and rental revenue, and cash outflows for property operating expenses, general and administrative expenses, and interest and debt expense.
Recently Issued Accounting Pronouncements Reference is made to Note 1 for information about recently issued and recently adopted accounting pronouncements. 59
The assets and liabilities of the consolidated VIEs are described in Note 16 . Recently Issued Accounting Pronouncements Reference is made to Note 1 for information about recently issued and recently adopted accounting pronouncements. 56 ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK.
See Note 4 for a discussion of impairments recognized during the periods presented. Bad Debts We assess the collectability of our accounts receivable related to tenant revenues under ASC Topic 842 “Leases” (“ASC 842”). Management exercises judgment in assessing collectability and considers customer credit worthiness, assessment of risk associated with the tenant, and current economic trends, among other factors.
Revenue Recognition and Receivables – Estimating Collectability We assess the collectability of our accounts receivable related to tenant revenues under ASC Topic 842 “Leases” (“ASC 842”). Management exercises judgment in assessing collectability and will look to both quantitative and qualitative factors.
We periodically review our investment in unconsolidated joint ventures and other cost-method investments for other-than-temporary declines in market value. An impairment charge is recorded for a decline that is considered to be other-than-temporary as a reduction in the carrying value of the investment.
This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.
These provisions are designed to partially mitigate the impact of inflation; however, current inflation levels are much greater than the contractual rent increases we obtain from our tenant base. The rate hikes enacted by the Federal Reserve have had a significant impact on interest rate indexes such as LIBOR, SOFR and the Prime Rate.
The rate hikes enacted by the Federal Reserve have had a significant impact on interest rate indexes such as SOFR and the Prime Rate and cost of borrowing. We manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements.
Structured Financing Repayments During the year ended December 31, 2022, we received full payment on a $16.0 million and $13.5 million first mortgage loan, respectively ( Note 3 ).
Structured Financing Investments During the year ended December 31, 2023, we funded $5.3 million of a $12.8 million construction loan commitment to an unconsolidated venture ( Note 4 ).
As of December 31, 2022, we were counterparty to 36 interest rate swap agreements and three interest rate cap agreements, all of which qualify for and are designated as hedging instruments, which helps to alleviate the impact of rising interest rates on our operations.
As of December 31, 2022, we were party to 36 interest rate swap and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $1,264.0 million and $103.8 million of variable-rate debt, respectively.
Fund Capital During the year ended December 31, 2022, Funds II and V called for capital contributions of $175.8 million and $121.7 million, respectively, of which our aggregate share was $131.7 million, inclusive of $106.1 million to Fund II along with the City Point Loan to other Fund II investors (see Structured Financing Investments above).
Capital Commitments During the year ended December 31, 2023, we made capital contributions aggregating $15.5 million to Funds IV and V, and $1.3 million to Fund II for City Point. At December 31, 2023, our share of the remaining capital commitments to our Funds aggregated $29.3 million as follows: • $0.5 million to Fund III.
Removed
During the year ended December 31, 2022, we sold 5,525,419 shares under our ATM Program for gross proceeds of $123.9 million, or $119.5 million net of issuance costs, at a weighted-average gross price per share of $22.43.
Added
Risk Factors . 43 SIGNIFICANT DEVELOPMENTS DURING THE year ended December 31, 2023 AND SUBSEQUENT EVENTS Investments During the year ended December 31, 2023, Fund V acquired two consolidated properties and one unconsolidated property totaling $189.3 million, inclusive of transaction costs, as described below ( Note 2 , Note 4 ). • On January 27, 2023, Fund V acquired a 90% interest in an unconsolidated venture for $20.2 million, which purchased a shopping center, Mohawk Commons, located in Schenectady, New York, for $62.1 million, inclusive of transaction costs.
Removed
Asset Sales and Other Transactions During the year ended December 31, 2022, we disposed of one Core property, five consolidated Fund properties, two land parcels and two unconsolidated investments as follows ( Note 2 ): • On January 26, 2022, Fund IV sold its consolidated Mayfair Shopping Center for $23.7 million, repaid the related mortgage of $11.3 million and recognized a gain of $7.1 million, of which the Company's proportionate share was $1.8 million ( Note 2 ). • On February 1, 2022, Fund V sold a land parcel at its consolidated New Towne Center property for $2.2 million, and recognized a gain of $1.8 million, of which the Company’s proportionate share was $0.4 million.
Added
In addition, the Mohawk Commons venture entered into a $39.7 million mortgage loan. • On July 3, 2023, Fund V acquired a shopping center, Cypress Creek, located in Tampa, Florida, for $49.4 million, inclusive of transaction costs. • On November 27, 2023, Fund V acquired a shopping center, Maple Tree Place, located in Williston, Vermont, for $77.8 million, inclusive of transaction costs.
Removed
Fund V used a portion of the proceeds to repay $1.1 million of the property's mortgage. • On February 9, 2022, Fund III sold its consolidated Cortlandt Crossing property for $65.5 million and repaid the related debt of $34.5 million.
Added
Additionally, following the expiration of the lock-up period and distribution of 2.5 million shares of Albertsons to our partners, we received 1.6 million shares of Albertsons ( Note 4 , Note 8 ). During the year ended December 31, 2023, we sold 200,000 shares of Albertsons, generating net proceeds of $4.6 million.
Removed
Fund III recognized a gain of $13.3 million, of which the Company's proportionate share was $7.1 million. • On March 4, 2022, Fund IV sold its consolidated Dauphin Plaza property for $21.7 million and repaid the related debt of $12.0 million.
Added
As of December 31, 2023, we still held 1.4 million shares of Albertsons which had a fair value of $33.3 million. In January 2024, we sold an additional 175,000 shares of Albertsons, generating net proceeds of $4.0 million ( Note 17 ).
Removed
Fund IV recognized a gain of $6.6 million, of which the Company's proportionate share was $1.7 million. 54 • On March 9, 2022, we sold its interest in Self Storage Management, for $6.0 million and recognized a gain of $1.5 million ( Note 4 ).
Added
Financing Activity During the year ended December 31, 2023, we effected the following financing activities ( Note 7 , Note 4 ): • entered into a new Fund mortgage of $32.2 million; • modified and extended five Fund mortgages totaling $150.8 million (excluding principal reductions of $2.7 million); • refinanced four Fund mortgages totaling $111.4 million; • repaid a Fund mortgage totaling $5.8 million at maturity; • modified the Fund IV bridge loan with an outstanding balance of $36.2 million (excluding principal reductions of $3.0 million); • modified and extended five mortgages at unconsolidated properties totaling $271.6 million and restructured a $73.5 million mortgage at an unconsolidated property; • through Fund V, entered into a new mortgage at an unconsolidated property for $39.7 million, refinanced a $31.8 million unconsolidated mortgage loan; • through Fund V, modified its subscription line and extended the maturity date to February 28, 2024; and • made principal payments of $7.7 million.
Removed
We acquired Fund III's unconsolidated interest in Self Storage Management from the shareholders of Fund III earlier in the quarter. • On May 25, 2022, Fund IV sold its consolidated Lincoln Place shopping center for $40.7 million, repaid the related debt of $22.7 million and recognized a gain of $12.2 million, of which the Company's proportionate share was $3.0 million. • On August 24, 2022, Fund IV solids its consolidated Wake Forest Crossing property for $38.9 million and repaid the related debt of $20.7 million.
Added
On July 15, 2023, the 146 Geary Street, Fund IV non-recourse mortgage loan with an outstanding balance of $19.3 million, or $4.5 million at the Company’s share, matured with no further extension options and was in default ( Note 7 ). The property securing the mortgage was a vacant building located in San Francisco, California.
Removed
Fund IV recognized a gain of $8.9 million, of which the Company's proportionate share was $2.1 million. • On October 7, 2022, we sold a land parcel at our Henderson Avenue property for $3.0 million and recognized a loss of $0.2 million. • On October 13, 2022, Fund IV sold its unconsolidated Promenade at Manassas property for a total of $46.0 million and repaid the related debt of $27.3 million.
Added
The loan accrued default interest at a rate of 4.00% per annum in excess of the interest rate of SOFR + 3.65%. On October 27, 2023, the Company completed the transfer of the property to its lender through a deed-in-lieu of foreclosure and derecognized the mortgage loan as it had no continuing obligations.
Removed
Fund IV recognized a gain of $12.8 million, of which the Company's proportionate share was $3.0 million ( Note 4 ). • On December 13, 2022, we sold our 330-340 River Street properties for $26.4 million, repaid the related debt of $10.3 million and recognized a gain of $7.4 million.
Added
The Company had previously impaired the asset, and recorded an impairment charge of $3.7 million, or $0.9 million at the Company’s share, related to the change in estimated value and holding period of the asset for the year ended December 31, 2023 ( Note 8 ).
Removed
We recognized aggregate gains of $57.1 million on the sales of the above properties during the year ended December 31, 2022, excluding the gain recognized on the sale of our unconsolidated properties, of which our share was $23.3 million.
Added
In January 2024, through Fund V, made a $3.8 million principal payment on a mortgage loan ( Note 17 ). 44 Structured Financing Investments During the year ended December 31, 2023, we originated a Core Portfolio note for $1.4 million collateralized by our venture’s partner’s interest in 840 N. Michigan Avenue.
Removed
In January 2022, through an affiliate of Fund III, foreclosed on one Structured Financing loan in the amount of $10.0 million including accrued interest (exclusive of default interest and other amounts due on the loan that have not been recognized), which had previously been in default.
Added
We also funded $5.3 million of a $12.8 million construction loan commitment to an unconsolidated venture ( Note 4 ). Through Fund V, we refinanced a $31.7 million bridge loan at an unconsolidated property that was originated by Fund V at acquisition with a new mortgage loan at an unconsolidated property.
Removed
Inflation and Economic Condition Considerations In the past two years, microeconomic and macroeconomic conditions, including the fallout from the COVID-19 Pandemic, the war in Ukraine, supply-chain disruptions, and the recessionary outlook of the current financial markets, has increased volatility in the market and has caused a surge in already increasing inflation and interest rates.
Added
Common Share Issuances In January 2024, we completed an underwritten offering of 6,900,000 Common Shares (inclusive of the underwriters’ option to purchase 900,000 additional shares) for net proceeds of $113.0 million ( Note 17 ).
Removed
Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.
Added
We intend to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, the repayment of outstanding indebtedness, funding future acquisitions, working capital and other general corporate purposes. During the year ended December 31, 2023, we did not sell any shares under our ATM program.
Removed
As of December 31, 2022, approximately 79.8% of our outstanding debt is fixed or effectively fixed interest rate with the remaining 20.2% indexed to LIBOR, SOFR or Prime plus an applicable margin per the loan agreement.
Added
Inflation The year ended December 31, 2023 was impacted by significant volatility in global markets, largely driven by rising inflation, rising interest rates, slowing economic growth, geopolitical uncertainty and instability in the banking sector following multiple bank failures.
Removed
In addition to the lease-specific collectability assessment performed under ASC 842, the Company may also recognize a general reserve based on the Company’s historical collection experience, as provided under ASC 450-20, as a reduction to Lease income for its portfolio of operating lease receivables which are not expected to be fully collectible.
Added
These provisions are designed to partially mitigate the impact of inflation. We also continue to see consumer confidence and we expect to continue to add value to our portfolio by executing on our current leasing momentum, our active development and redevelopment projects, and leasing pipeline. Tenant Bankruptcy On April 23, 2023, Bed Bath and Beyond, Inc.
Removed
Rents receivable at December 31, 2022 and 2021 are shown net of an allowance for doubtful accounts of $32.1 million and $38.5 million, respectively ( Note 11 ).
Added
(“Bed Bath and Beyond”) filed for Chapter 11 bankruptcy protection. Bed Bath and Beyond had leases at two locations within our Core Portfolio and three locations in our Fund Portfolio, with aggregate GLA of 124,432 square feet and 59,391 square feet, representing 2.1% and 0.7% of Core and Fund GLA, respectively.
Removed
Rental income for the years ended December 31, 2022, 2021 and 2020 are reported net of adjustments to allowances for doubtful accounts of $(0.4) million, $(0.1) million, and $46.4 million, respectively. 58 Real Estate Real estate assets are stated at cost less accumulated depreciation. Expenditures for acquisition, development, construction and improvement of properties, as well as significant renovations are capitalized.
Added
In our Core Portfolio, we recaptured and re-leased one of the spaces to an existing tenant that is expanding a flagship store under a new 15-year lease. We are actively seeking a tenant for the remaining Core Portfolio location.
Removed
Interest costs are capitalized until construction is substantially complete. Construction in progress includes costs for significant property expansion and development. Depreciation is computed on the straight-line basis over estimated useful lives of 40 years for buildings, the shorter of the useful life or lease term for tenant improvements and five years for furniture, fixtures, and equipment.
Added
In our Fund Portfolio, one lease was assumed by a new tenant and we have regained possession of the other two locations; we have one signed lease and identified future tenants at these two Fund locations.
Removed
Expenditures for maintenance and repairs are charged to operations as incurred.
Added
As a result of the bankruptcy filing, during the year ended December 31, 2023, we accelerated the amortization of the below-market lease intangibles of $8.1 million related to the Bed Bath and Beyond lease terminations.
Removed
When acquisitions of properties do not meet the criteria for business combinations, as is the case for the majority of the Company’s acquisitions, no goodwill is recorded, and acquisition costs are capitalized. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.
Added
We did not experience any material negative impacts on our cash flows or property values as a result of the bankruptcy. 45 RESULTS OF OPERATIONS See Note 12 in the Notes to Consolidated Financial Statements for an overview of our three reportable segments.
Removed
Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. Revenue Recognition and Accounts Receivable Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the non-cancelable term of the respective leases.
Added
Comparison of Results for the Year Ended December 31, 2023 to the Year Ended December 31, 2022 The results of operations by reportable segment for the year ended December 31, 2023 compared to the year ended December 31, 2022 are summarized in the table below (in millions, totals may not add due to rounding): Year Ended Year Ended December 31, 2023 December 31, 2022 Increase (Decrease) Core Funds SF Total Core Funds SF Total Core Funds SF Total Total revenues $ 203.5 $ 135.1 $ — $ 338.7 $ 202.5 $ 123.7 $ — $ 326.3 $ 1.0 $ 11.4 $ — $ 12.4 Depreciation and amortization expenses (76.6 ) (59.3 ) — (136.0 ) (75.6 ) (60.3 ) — (135.9 ) 1.0 (1.0 ) — 0.1 General and administrative expenses — — — (41.5 ) — — — (44.1 ) — — — (2.6 ) Property operating expenses, other operating and real estate taxes (64.4 ) (44.1 ) — (108.5 ) (60.3 ) (41.6 ) — (101.9 ) 4.1 2.5 — 6.6 Impairment charges — (3.7 ) — (3.7 ) — (33.3 ) — (33.3 ) — (29.6 ) — (29.6 ) Gain on disposition of properties — — — — 7.2 49.9 — 57.2 (7.2 ) (49.9 ) — (57.2 ) Operating income 62.5 28.0 — 49.1 73.9 38.4 — 68.2 (11.4 ) (10.4 ) — (19.1 ) Equity in earnings (losses) of unconsolidated affiliates 2.7 (10.4 ) — (7.7 ) (45.9 ) 13.0 — (32.9 ) 48.6 (23.4 ) — 25.2 Interest income — — 20.0 20.0 — — 14.6 14.6 — — 5.4 5.4 Realized and unrealized holding gains (losses) on investments and other 5.8 25.0 (0.3 ) 30.4 1.2 (35.6 ) (0.6 ) (35.0 ) 4.6 60.6 0.3 65.4 Interest expense (44.5 ) (48.7 ) — (93.3 ) (37.9 ) (42.3 ) — (80.2 ) 6.6 6.4 — 13.1 Income tax provision — — — (0.3 ) — — — — — — — (0.3 ) Net income (loss) 26.5 (6.1 ) 19.7 (1.7 ) (8.8 ) (26.4 ) 14.0 (65.3 ) 35.3 20.3 5.7 63.6 Net loss attributable to redeemable noncontrolling interests — 8.2 — 8.2 — 5.5 — 5.5 — (2.7 ) — (2.7 ) Net (income) loss attributable to noncontrolling interests (1.9 ) 15.3 — 13.4 1.0 23.3 — 24.3 2.9 8.0 — 10.9 Net income (loss) attributable to Acadia $ 24.6 $ 17.4 $ 19.7 $ 19.9 $ (7.8 ) $ 2.4 $ 14.0 $ (35.4 ) $ 32.4 $ 15.0 $ 5.7 $ 55.3 Core Portfolio The results of operations for our Core Portfolio segment are depicted in the table above under the headings labeled “Core.” Segment net income attributable to Acadia for our Core Portfolio increased $32.4 million for the year ended December 31, 2023 compared to the prior year as a result of the changes further described below.
Removed
Certain of these leases also provide for percentage rents based upon the level of sales achieved by the tenant. Percentage rent is recognized in the period when the tenants’ sales breakpoint is met. In addition, leases typically provide for the reimbursement to us of real estate taxes, insurance, and other property operating expenses.
Added
Revenues for our Core Portfolio increased $1.0 million for the year ended December 31, 2023 compared to the prior year primarily due to (i) a $7.8 million acceleration of a below market lease for a bankrupt tenant, (ii) $6.0 million from lease up within the Core Portfolio, and (iii) a $2.8 million increase from Core Portfolio property acquisitions in 2022 ( Note 2 ).
Removed
These reimbursements are recognized as revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues as described under the heading “Bad Debts” above.
Added
These increases were offset by (i) $7.2 million from vacating tenants, (ii) $3.2 million from additional termination income received in 2022, (iii) a $3.2 million increase associated with revenues deemed uncollectible in 2023, and (iv) $1.2 million from Core property dispositions in 2022.
Removed
Structured Financings Real estate notes receivable investments and preferred equity investments (“Structured Financings”) are intended to be held to maturity and are carried at cost less an allowance for credit loss. Interest income from Structured Financings is recognized on the effective interest method over the expected life of the loan.
Added
Depreciation and amortization for our Core Portfolio increased $1.0 million for the year ended December 31, 2023 compared to the prior year primarily due to Core Portfolio acquisitions in 2022.
Removed
Under the effective interest method, interest or fees to be collected at the origination of the Structured Financing investment is recognized over the term of the loan as an adjustment to yield.
Added
Property operating expenses, other operating and real estate taxes for our Core Portfolio increased $4.1 million for the year ended December 31, 2023 compared to the prior year primarily due to an increase in non-recurring repairs and maintenance, utility and insurance costs in 2023.
Removed
Changes in cash flows from previous estimates are included in future interest income on a prospective basis and a new effective interest rate is computed based on the current cost basis of the instrument and remaining cash flows. Allowances for credit loss related to our Structured Financing investments are established based upon management’s quarterly review of the investments.
Added
The gain on disposition of properties for our Core Portfolio of $7.2 million for the year ended December 31, 2022 primarily relates to the sale of 330-340 River Street ( Note 2 ).
Removed
In performing this review, management considers the estimated net recoverable value of the investment as well as other factors, including the fair value of any collateral, the amount and status of any senior debt, and the prospects for the borrower.

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Item 2. Properties

Properties — owned and leased real estate

24 edited+7 added−5 removed7 unchanged
Biggest changeThe amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties including the Funds (GLA and Annualized Base Rent in thousands): Percentage of Total Represented by Retail Tenant Retail Tenant Number of Stores in Portfolio (a) Total GLA Annualized Base Rent (a) Total Portfolio GLA Annualized Base Rent Target 5 512 $ 9,036 7.3 % 5.1 % H&M 2 60 5,144 0.9 % 2.9 % Royal Ahold (b) 6 198 4,047 2.8 % 2.3 % TJX Companies (c) 26 326 3,857 4.7 % 2.2 % Walgreens (d) 6 85 3,794 1.2 % 2.1 % PetSmart, Inc. 13 121 3,756 1.7 % 2.1 % Bed, Bath, and Beyond (e) 5 143 3,500 2.1 % 2.0 % Trader Joe's 5 54 3,355 0.8 % 1.9 % Kohl's 8 212 2,859 3.0 % 1.6 % Verizon 6 28 2,844 0.4 % 1.6 % Lululemon 4 11 2,767 0.2 % 1.6 % Gap (f) 9 66 2,498 0.9 % 1.4 % Fast Retailing (g) 2 32 2,388 0.5 % 1.3 % Ulta Salon Cosmetic & Fragrance 14 54 2,088 0.8 % 1.2 % Dick's Sporting Goods, Inc 6 141 2,086 2.0 % 1.2 % Albertsons Companies (h) 2 123 1,981 1.8 % 1.1 % Bob's Discount Furniture 3 75 1,945 1.1 % 1.1 % Wakefern Food Corporation (i) 4 80 1,699 1.1 % 1.0 % Tapestry (j) 2 4 1,696 0.1 % 1.0 % Watches of Switzerland (k) 2 14 1,625 0.2 % 0.9 % Total 130 2,339 62,965 33.6 % 35.5 % a) Does not include tenants that operate at only one Company location b) Stop and Shop (4 locations), Giant (2 locations) c) TJ Maxx (12 locations), HomeGoods (7 locations), Marshalls (6 locations), HomeSense (1 location) d) Walgreens (5 locations), Rite Aid (1 location) e) Bed Bath and Beyond (4 locations), Harmon Face (1 location) f) Old Navy (8 locations), Banana Republic (1 location) g) Uniqlo (1 location), Theory (1 location) h) Shaw’s (2 locations) i) ShopRite (4 locations) j) Kate Spade (2 locations) k) Grand Seiko (1 location), Betteridge Jewelers (1 location) 36 Lease Exp irations The following tables show scheduled lease expirations on a pro rata basis for retail tenants in place as of December 31, 2022, assuming that none of the tenants will exercise renewal options (GLA and Annualized Base Rent in thousands): Core Portfolio Annualized Base Rent (a, b) GLA Leases Maturing in Number of Leases Current Annual Rent Percentage of Total Square Feet Percentage of Total Month to Month 4 $ 156 0.1 % 5 0.1 % 2023 51 13,088 8.8 % 292 6.4 % 2024 66 16,024 10.8 % 642 14.0 % 2025 67 21,350 14.4 % 602 13.2 % 2026 71 17,650 11.9 % 616 13.5 % 2027 56 10,513 7.1 % 263 5.7 % 2028 57 20,087 13.5 % 707 15.4 % 2029 38 9,910 6.7 % 373 8.1 % 2030 19 5,055 3.4 % 96 2.1 % 2031 26 6,161 4.2 % 176 3.8 % 2032 46 10,009 6.7 % 221 4.8 % Thereafter 36 18,401 12.4 % 585 12.9 % Total 537 $ 148,404 100.0 % 4,578 100.0 % Funds Annualized Base Rent (a, b) GLA Leases Maturing in Number of Leases Current Annual Rent Percentage of Total Square Feet Percentage of Total Month to Month 7 $ 84 0.3 % 5 0.3 % 2023 51 1,200 4.0 % 61 4.1 % 2024 87 2,449 8.2 % 163 10.8 % 2025 90 3,392 11.4 % 191 12.7 % 2026 95 2,588 8.7 % 128 8.5 % 2027 81 3,330 11.2 % 164 10.8 % 2028 52 2,243 7.5 % 121 8.0 % 2029 36 1,671 5.6 % 115 7.6 % 2030 30 1,118 3.8 % 78 5.1 % 2031 38 1,515 5.1 % 91 6.0 % 2032 44 2,755 9.3 % 175 11.5 % Thereafter 32 7,410 24.9 % 220 14.6 % Total 643 $ 29,755 100.0 % 1,512 100.0 % a) Base rents do not include percentage rents, additional rents for property expense reimbursements, or contractual rent escalations. b) No single market, except as discussed below under Geographic Concentrations, represents a material amount of rent exposure to the Company.
Biggest change(e) 3 136 2,198 2.0 % 1.2 % Bob's Discount Furniture 3 75 2,043 1.1 % 1.2 % H&M 2 60 2,032 0.9 % 1.2 % Gap 11 66 1,801 0.9 % 1.0 % Wakefern Food Corporation (f) 4 80 1,743 1.1 % 1.0 % Watches of Switzerland 2 14 1,705 0.2 % 1.0 % Total 142 2,431 $ 60,172 35.0 % 34.1 % a) Does not include tenants that operate at only one Company location b) TJ Maxx (13 locations), HomeGoods (9 locations), Marshalls (7 locations), HomeSense (2 locations) c) Stop and Shop (4 locations), Giant (2 locations) d) Uniqlo (1 location), Theory (1 location) e) Shaw’s (3 locations) f) ShopRite (4 locations) 37 Lease Exp irations The following tables show scheduled lease expirations on a pro-rata basis for retail tenants in place as of December 31, 2023, assuming that none of the tenants will exercise renewal options (GLA and Annualized Base Rent in thousands): Core Portfolio GLA Annualized Base Rent (a, b) Leases Maturing in Number of Leases Square Feet Percentage of Total Current Annual Rent Percentage of Total Month to Month — — 0.0 % $ — 0.0 % 2024 79 828 18.8 % $ 17,730 12.6 % 2025 68 585 13.3 % $ 21,064 14.9 % 2026 78 626 14.2 % $ 18,470 13.1 % 2027 57 332 7.5 % $ 12,140 8.6 % 2028 68 827 18.7 % $ 23,880 16.9 % 2029 31 175 4.0 % $ 6,430 4.6 % 2030 20 96 2.2 % $ 5,449 3.9 % 2031 24 176 4.0 % $ 6,565 4.7 % 2032 45 216 4.9 % $ 10,342 7.3 % 2033 44 217 4.9 % $ 8,688 6.2 % Thereafter 20 334 7.6 % $ 10,370 7.3 % Total 534 4,412 100.0 % $ 141,128 100.0 % Funds GLA Annualized Base Rent (a, b) Leases Maturing in Number of Leases Square Feet Percentage of Total Current Annual Rent Percentage of Total Month to Month 3 2 0.1 % $ 29 0.1 % 2024 112 217 12.5 % 3,539 10.1 % 2025 103 251 14.4 % 4,060 11.6 % 2026 104 138 7.9 % 2,769 7.9 % 2027 101 224 12.9 % 4,070 11.6 % 2028 98 172 9.9 % 3,524 10.1 % 2029 46 111 6.3 % 1,722 4.9 % 2030 36 82 4.7 % 1,251 3.6 % 2031 40 89 5.1 % 1,536 4.4 % 2032 47 185 10.6 % 3,119 8.9 % 2033 39 99 5.7 % 2,559 7.3 % Thereafter 24 172 9.9 % 6,887 19.6 % Total 753 1,742 100.0 % $ 35,065 100.0 % a) Base rents do not include percentage rents, additional rents for property expense reimbursements, or contractual rent escalations. b) No single market, except as discussed below under Geographic Concentrations, represents a material amount of rent exposure to the Company.
We pay rent for the use of the land and are responsible for all costs and expenses associated with the building and improvements at all of these locations. No individual property or tenant contributed in excess of 10% of our total revenues for the years ended December 31, 2022, 2021 or 2020.
We pay rent for the use of the land and are responsible for all costs and expenses associated with the building and improvements at all of these locations. No individual property or tenant contributed in excess of 10% of our total revenues for the years ended December 31, 2023, 2022 or 2021.
The above occupancy and rent amounts do not include space that is currently leased, but for which rent payment has not yet commenced as of December 31, 2022 (other than under “Leased Occupancy).
The above occupancy and rent amounts do not include space that is currently leased, but for which rent payment has not yet commenced as of December 31, 2023 (other than under “Leased Occupancy).
This square footage has been excluded for calculating annualized base rent per square foot. f) Anchor GLA includes a 157,616 square foot Target store that is not owned by the Company.
This square footage has been excluded for calculating annualized base rent per square foot. i) Anchor GLA includes a 157,616 square foot Target store that is not owned by the Company.
The following table sets forth certain information for our 20 largest retail tenants by base rent for leases in place as of December 31, 2022.
The following table sets forth certain information for our 20 largest retail tenants by base rent for leases in place as of December 31, 2023.
Given the diversity of our markets, properties and characteristics of the individual spaces, the Company cannot make any general representations relating to the expiring rents and the rates at which these spaces may be re-leased. 37 Geographic Concentrations The following table summarizes our operating retail properties by region, excluding redevelopment properties, as of December 31, 2022.
Given the diversity of our markets, properties and characteristics of the individual spaces, the Company cannot make any general representations relating to the expiring rents and the rates at which these spaces may be re-leased. 38 Geographic Concentrations The following table summarizes our operating retail properties by region, excluding redevelopment properties, as of December 31, 2023.
The Core Portfolio properties are located in 13 states and the District of Columbia and primarily consist of street retail and dense suburban shopping centers.
The Core Portfolio properties are located in 12 states and the District of Columbia and primarily consist of street retail and dense suburban shopping centers.
Minimum rents and expense reimbursements accounted for substantially all of our total revenues for the year ended December 31, 2022. Six of our Core Portfolio properties and two of our Fund properties are subject to long-term ground leases in which a third party owns and has leased the underlying land to us.
Minimum rents and expense reimbursements accounted for substantially all of our total revenues for the year ended December 31, 2023. Five of our Core Portfolio properties and four of our Fund properties are subject to long-term ground leases in which a third party owns and has leased the underlying land to us.
These properties are diverse in size, ranging from approximately 1,000 to 800,000 square feet and as of December 31, 2022, were 92.1% occupied and 94.4% leased (or 92.7% occupied and 94.9% leased at our pro rata share), excluding properties under development or redevelopment.
These properties are diverse in size, ranging from approximately 1,000 to 800,000 square feet and as of December 31, 2023, were 92.8% occupied and 94.8% leased (or 93.0% occupied and 95.0% leased at our pro-rata share), excluding properties under development or redevelopment.
See Note 7 for information on the mortgage debt pertaining to our properties. 30 The following table sets forth more specific information with respect to each of our Core properties at December 31, 2022: Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot STREET AND URBAN RETAIL Chicago Metro 664 N.
See Note 7 for information on the mortgage debt pertaining to our properties. 31 The following table sets forth more specific information with respect to each of our Core operating properties at December 31, 2023: Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot STREET AND URBAN RETAIL Chicago Metro Rush and Walton Streets Collection (6 properties) Lululemon, Reformation, Sprinkle, St.
The Fund properties are located in 19 states and the District of Columbia and, as of December 31, 2022, were 88.9% occupied and 92.5% leased (or 86.1% occupied and 91.4% leased at our pro rata share), excluding the properties under development. Within our Core Portfolio and Funds, we had more than 1,100 retail leases as of December 31, 2022.
The Fund properties are located in 19 states and the District of Columbia and, as of December 31, 2023, were 91.4% occupied and 93.3% leased (or 89.6% occupied and 92.4% leased at our pro-rata share), excluding the properties under development. Within our Core Portfolio and Funds, we had more than 1,200 retail leases as of December 31, 2023.
Residential and office GLA are excluded. b) Represents the annual base rent paid to the Company pursuant to a master lessee and does not reflect the rent paid by the retail tenants at the property. c) The Company’s stated legal ownership is 49.99%.
Residential and office GLA are excluded. b) Includes one property owned by the Company on land subject to a ground lease. c) Represents the annual base rent paid to the Company pursuant to a master lease and does not reflect the rent paid by the retail tenants at the property. d) The Company’s stated legal ownership is 49.99%.
This square footage has been excluded for calculating annualized base rent per square foot. b) The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not yet commenced as of December 31, 2022. c) The amounts presented reflect the Operating Partnership's pro-rata shares of properties included within each region ( Note 1 ). d) New York Metro includes the tri-state and surrounding states. 38 Development and Redevelopment Activities As part of our strategy, we invest in retail real estate assets that may require significant development.
This square footage has been excluded for calculating annualized base rent per square foot. b) The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not yet commenced as of December 31, 2023. c) New York Metro includes the tri-state and surrounding states. 39 Development and Redevelopment Activities As part of our strategy, we invest in retail real estate assets that may require significant development.
As of December 31, 2022, we owned and operated 49 properties totaling approximately 8.0 million square feet in total (or 1.7 million square feet at our pro rata share) of GLA in our Funds, excluding two properties under development. In addition to shopping centers, the Funds have invested in mixed-use properties, which generally include retail activities.
As of December 31, 2023, we owned and operated 50 properties totaling approximately 9.0 million square feet in total (or 2.0 million square feet at our pro-rata share) of GLA in our Funds, excluding one property under development and one property under redevelopment. In addition to shopping centers, the Funds have invested in mixed-use properties, which generally include retail activities.
However, given the preferences embedded in its interests, the Company did not attribute any value to the 50.01% non-controlling interest holders. d) Excludes 94,000 square feet of office GLA. e) Anchor GLA includes a 97,300 square foot Wal-Mart store that is not owned by the Company.
However, given the preferences embedded in its interests, the Company did not attribute any value to the 50.01% non-controlling interest holders. e) Property is owned by the Company on land subject to a ground lease. f) Property or properties are unconsolidated. g) Excludes 94,000 square feet of office GLA. h) Anchor GLA includes a 97,300 square foot Wal-Mart store that is not owned by the Company.
As of December 31, 2022, our Core Portfolio consisted of 143 operating properties totaling approximately 5.6 million square feet (or 5.2 million at our pro rata share) of gross leasable area (“GLA”) excluding five properties under redevelopment and three properties in development.
As of December 31, 2023, our Core Portfolio consisted of 139 operating properties totaling approximately 5.4 million square feet (or 5.0 million at our pro-rata share) of gross leasable area (“GLA”) excluding two properties in development and eight properties under redevelopment.
Residential and office GLA are excluded. b) In place occupancy excludes short-term percentage rent. c) Property also includes 12,371 square feet of 2nd floor office space and a 29,760 square-foot parking garage (131 spaces). 35 Major T enants No individual retail tenant accounted for more than 5.1% of total Core Portfolio and Fund base rents for the year ended December 31, 2022 or occupied more than 7.3% of total Core Portfolio and Fund leased GLA as of December 31, 2022.
Residential and office GLA are excluded. b) In place occupancy excludes short-term percentage rent. c) Property is owned by the Company on land subject to a ground lease. d) Property also includes 12,371 square feet of 2nd floor office space and a 29,760 square-foot parking garage (131 spaces). e) Property or properties are unconsolidated. f) Property also includes 18,493 square feet of office space. 36 Major T enants No individual retail tenant accounted for more than 5.2% of total Core Portfolio and Fund base rents for the year ended December 31, 2023 or occupied more than 7.4% of total Core Portfolio and Fund leased GLA as of December 31, 2023.
Diversey Collection (4 properties) Starbucks;TJ Maxx; J Crew Factory 2011 2012 100.0 % 53,277 68.3 % 78.0 % 1,452,248 39.93 Halsted and Armitage Collection (13 properties) Serena and Lily, Bonobos, Allbirds Warby Parker, Marine Layer, Kiehl's 2011 2012 2019 2020 100.0 % 51,596 97.6 % 100.0 % 2,493,561 49.52 North Lincoln Park Chicago Collection (6 properties) Champion, Carhartt 2011 2014 100.0 % 49,921 67.9 % 67.9 % 1,065,847 31.42 State and Washington Nordstrom Rack, Uniqlo 2016 100.0 % 78,771 100.0 % 100.0 % 3,364,962 42.72 151 N.
Diversey Collection (4 properties) Starbucks, TJ Maxx, J Crew Factory, Trader Joe's 2011 2012 100.0 % 53,099 78.2 % 79.9 % 1,798,496 43.29 Halsted and Armitage Collection (13 properties) Serena and Lily, Bonobos, Allbirds, Warby Parker, Marine Layer, Kiehl's 2011 2012 2019 2020 100.0 % 53,220 100.0 % 100.0 % 2,766,615 51.98 North Lincoln Park Chicago Collection (6 properties) Champion, Carhartt 2011 2014 100.0 % 49,921 67.9 % 67.9 % 1,132,561 33.39 State and Washington Nordstrom Rack, Uniqlo 2016 100.0 % 65,401 100.0 % 100.0 % 2,749,189 42.04 151 N.
Martens 2013 100.0 % 2,031 100.0 % 100.0 % 838,855 413.03 313-315 Bowery (b) John Varvatos 2013 100.0 % 6,600 100.0 % 100.0 % 527,076 79.86 120 West Broadway Citizens Bank 2013 100.0 % 13,838 79.8 % 100.0 % 2,089,073 189.25 2520 Flatbush Avenue Bob's Disc.
Martens 2013 100.0 % 2,031 100.0 % 100.0 % 859,826 423.35 313-315 Bowery (c) John Varvatos 2013 100.0 % 6,600 100.0 % 100.0 % 527,076 79.86 120 West Broadway Citizens Bank, Citi Bank 2013 100.0 % 13,838 100.0 % 100.0 % 2,438,595 176.22 2520 Flatbush Avenue Bob's Disc.
State Street Walgreens 2016 100.0 % 27,385 100.0 % 100.0 % 1,573,000 57.44 North and Kingsbury Old Navy, Backcountry 2016 100.0 % 41,791 100.0 % 100.0 % 1,845,756 44.17 Concord and Milwaukee — 2016 100.0 % 13,147 80.8 % 100.0 % 359,012 33.79 California and Armitage — 2016 100.0 % 18,275 78.8 % 78.8 % 725,404 50.40 Roosevelt Galleria Petco, Vitamin Shoppe 2015 100.0 % 37,995 63.4 % 89.7 % 698,674 29.02 Sullivan Center Target 2016 100.0 % 176,181 78.9 % 78.9 % 5,023,101 36.14 693,999 86.1 % 88.8 % 37,469,994 $ 62.71 New York Metro Soho Collection (12 properties) Faherty, Outerknown, ALC, Stone Island, Taft, Frame, Theory, Bang & Olufsen 2011 2014 2019 2020 2022 100.0 % 36,389 73.8 % 90.7 % 9,137,418 340.36 5-7 East 17th Street — 2008 100.0 % 8,593 0.0 % 47.5 % - — 200 West 54th Street — 2007 100.0 % 5,862 100.0 % 100.0 % 1,569,139 267.68 61 Main Street — 2014 100.0 % 3,470 100.0 % 100.0 % 312,925 90.18 181 Main Street TD Bank 2012 100.0 % 11,514 100.0 % 100.0 % 980,044 85.12 4401 White Plains Road Walgreens 2011 100.0 % 12,964 100.0 % 100.0 % 625,000 48.21 Bartow Avenue — 2005 100.0 % 14,590 80.0 % 80.0 % 396,697 33.97 239 Greenwich Avenue Watches of Switzerland 1998 75.0 % 16,621 100.0 % 100.0 % 1,793,298 107.89 252-256 Greenwich Avenue Veronica Beard, The RealReal, Blue Mercury 2014 100.0 % 7,986 100.0 % 100.0 % 910,725 114.04 2914 Third Avenue Planet Fitness 2006 100.0 % 40,603 100.0 % 100.0 % 1,099,431 27.08 868 Broadway Dr.
State Street Walgreens 2016 100.0 % 27,385 100.0 % 100.0 % 1,573,000 57.44 North and Kingsbury Old Navy, Backcountry 2016 100.0 % 41,791 100.0 % 100.0 % 1,931,746 46.22 Concord and Milwaukee — 2016 100.0 % 13,147 100.0 % 100.0 % 469,100 35.68 California and Armitage — 2016 100.0 % 18,275 70.5 % 70.5 % 696,715 54.04 Roosevelt Galleria Petco, Vitamin Shoppe, Dollar Tree 2015 100.0 % 37,995 89.7 % 89.7 % 880,649 25.84 Sullivan Center Target 2016 100.0 % 176,181 78.9 % 82.2 % 5,251,599 37.79 576,799 85.6 % 86.8 % 25,858,278 52.35 New York Metro Soho Collection (12 properties) (b) Zimmermann, Faherty, Watches of Switzerland, ALC, Stone Island, Frame, Theory, Bang & Olufsen 2011 2014 2019 2020 2022 100.0 % 36,094 74.4 % 100.0 % 9,974,725 371.55 5-7 East 17th Street — 2008 100.0 % 8,658 0.0 % 100.0 % — — 200 West 54th Street — 2007 100.0 % 5,862 100.0 % 100.0 % 1,603,613 273.56 61 Main Street Splendid 2014 100.0 % 3,470 100.0 % 100.0 % 322,294 92.88 181 Main Street TD Bank 2012 100.0 % 11,514 100.0 % 100.0 % 1,085,445 94.27 4401 White Plains Road Walgreens 2011 100.0 % 12,964 100.0 % 100.0 % 625,000 48.21 Bartow Avenue — 2005 100.0 % 14,824 100.0 % 100.0 % 481,687 32.49 239 Greenwich Avenue Watches of Switzerland 1998 75.0 % 16,621 100.0 % 100.0 % 1,847,097 111.13 252-256 Greenwich Avenue Veronica Beard, The RealReal, Blue Mercury 2014 100.0 % 7,986 100.0 % 100.0 % 1,037,059 129.86 2914 Third Avenue Planet Fitness 2006 100.0 % 40,603 100.0 % 100.0 % 1,107,063 27.27 868 Broadway Dr.
This square footage has been excluded for calculating annualized base rent per square foot. 33 The following table sets forth more specific information with respect to each of our Fund properties at December 31, 2022: Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/Per Square Foot Fund II Portfolio Detail New York City Point (b) Primark, Target, Basis Schools, Alamo Drafthouse 2007 58.1 % 541,070 64.8 % 83.0 % $ 14,408,337 $ 41.07 Total - Fund II 541,070 64.8 % 83.0 % $ 14,408,337 $ 41.07 Fund III Portfolio Detail New York 640 Broadway Swatch 2012 24.5 % 4,637 91.6 % 91.6 % $ 1,082,505 $ 254.89 Total - Fund III 4,637 91.6 % 91.6 % $ 1,082,505 $ 254.89 Fund IV Portfolio Detail New York 801 Madison Avenue ─ 2015 23.1 % 2,522 — % — % $ — $ — 210 Bowery ─ 2012 23.1 % 2,538 — % — % — — 27 East 61st Street ─ 2014 23.1 % 4,177 — % — % — — 17 East 71st Street The Row 2014 23.1 % 8,432 82.2 % 82.2 % 1,878,913 271.05 1035 Third Avenue (c) ─ 2015 23.1 % 7,634 100.0 % 100.0 % 1,299,967 170.29 New Jersey Paramus Plaza Ashley Furniture, Marshalls 2013 11.6 % 153,494 100.0 % 100.0 % 3,258,849 21.23 Massachusetts Restaurants at Fort Point ─ 2016 23.1 % 15,711 100.0 % 100.0 % 1,050,946 66.89 Rhode Island 650 Bald Hill Road Dick's Sporting Goods, Burlington Coat Factory 2015 20.8 % 160,448 85.4 % 85.4 % 2,052,672 14.99 Delaware Eden Square Giant Food, LA Fitness 2014 22.8 % 229,171 90.9 % 96.3 % 3,249,992 15.60 Georgia Broughton Street Portfolio (13 properties) H&M, Lululemon, Kendra Scott, Starbucks 2014 23.1 % 95,201 86.5 % 95.5 % 3,017,138 36.62 California 146 Geary Street ─ 2015 23.1 % 10,151 — % — % — — Union and Fillmore Collection (3 properties) Eileen Fisher, Bonobos 2015 20.8 % 7,148 77.9 % 77.9 % 636,247 114 Total - Fund IV 696,627 88.6 % 91.6 % $ 16,444,724 $ 26.66 Fund V Portfolio Detail New Mexico Plaza Santa Fe TJ Maxx, Best Buy, Ross Dress for Less 2017 20.1 % 224,152 97.3 % 99.4 % $ 3,998,589 $ 18.33 Texas Wood Ridge Plaza Kirkland's, Office Depot 2022 18.1 % 211,674 84.5 % 87.3 % 3,787,696 $ 21.19 La Frontera Plaza Kohl's, Hobby Lobby 2022 18.1 % 534,430 88.7 % 94.3 % 6,532,919 $ 13.78 Michigan New Towne Center Kohl's, Jo-Ann's, DSW 2017 20.1 % 190,530 100.0 % 100.0 % 2,344,851 $ 12.31 Fairlane Green TJ Maxx, Michaels 2017 20.1 % 270,187 95.2 % 95.2 % 5,051,602 $ 19.64 Maryland Frederick County (2 properties) Kohl's, Best Buy, Ross Dress for Less 2019 18.1 % 530,816 88.5 % 94.8 % 6,915,187 14.72 Connecticut Tri-City Plaza TJ Maxx, HomeGoods, ShopRite 2019 18.1 % 302,888 88.5 % 91.5 % 3,812,027 14.22 New Jersey Midstate ShopRite, Best Buy, DSW, PetSmart 2021 20.1 % 385,116 83.8 % 88.8 % 6,223,830 19.28 New York Shoppes at South Hills ShopRite, At Home, Ashley Furniture 2022 18.1 % 512,218 74.3 % 74.3 % 4,375,401 11.50 Pennsylvania Monroe Marketplace Kohl's, Dick's Sporting Goods, Giant Food 2021 20.1 % 371,652 100.0 % 100.0 % 4,243,262 11.42 Rhode Island 34 Lincoln Commons Stop and Shop, Marshalls, HomeGoods 2019 20.1 % 462,021 88.0 % 88.0 % 5,482,073 13.48 Virginia Landstown Commons Best Buy, Burlington Coat Factory, Ross Dress for Less 2019 20.1 % 386,415 90.4 % 90.4 % 7,366,896 21.08 Florida Palm Coast Landing TJ Maxx, PetSmart, Ross Dress for Less 2019 20.1 % 171,799 96.9 % 96.9 % 3,435,796 20.64 North Carolina Hickory Ridge Kohl's, Best Buy, Dick's Sporting Goods 2017 20.1 % 380,565 100.0 % 100.0 % 4,775,096 12.55 Alabama Trussville Promenade Wal-Mart, Regal Cinemas 2018 20.1 % 463,681 95.6 % 95.6 % 4,491,844 10.14 Georgia Canton Marketplace Dick's Sporting Goods, TJ Maxx, Best Buy 2021 20.1 % 351,988 89.3 % 94.4 % 5,434,763 17.29 Hiram Pavilion Kohl's, HomeGoods 2018 20.1 % 362,675 99.4 % 99.4 % 4,563,956 12.66 California Elk Grove Commons Kohl's, HomeGoods 2018 20.1 % 242,078 98.4 % 99.1 % 5,076,275 21.31 Utah Family Center at Riverdale Target, Sportsman's Warehouse 2019 18.0 % 372,475 85.9 % 97.9 % 3,355,288 10.49 Total - Fund V 6,727,360 90.8 % 93.3 % $ 91,267,351 $ 14.94 TOTAL FUND PROPERTIES 7,969,694 88.9 % 92.5 % $ 123,202,917 $ 17.40 Acadia Share of Total Fund Properties 1,756,761 86.1 % 91.4 % $ 29,754,638 $ 19.68 a) Excludes properties under development, see “Development and Redevelopment Activities” section below.
This square footage has been excluded for calculating annualized base rent per square foot. 34 The following table sets forth more specific information with respect to each of our Fund properties at December 31, 2023: Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/Per Square Foot Fund II Portfolio Detail New York City Point (b)© Primark, Target, Basis Schools, Alamo Drafthouse, Trader Joe's 2007 58.1 % 535,817 74.0 % 83.9 % $ 16,782,168 $ 42.31 Total - Fund II 535,817 74.0 % 83.9 % $ 16,782,168 $ 42.31 Fund III Portfolio Detail New York 640 Broadway ─ 2012 24.5 % 4,637 91.6 % 91.6 % $ 1,113,528 $ 262.19 Total - Fund III 4,637 91.6 % 91.6 % $ 1,113,528 $ 262.19 Fund IV Portfolio Detail New York 801 Madison Avenue ─ 2015 23.1 % 2,522 — % — % $ — $ — 210 Bowery ─ 2012 23.1 % 2,538 — % — % — — 27 East 61st Street ─ 2014 23.1 % 4,177 — % — % — — 17 East 71st Street The Row 2014 23.1 % 8,432 100.0 % 100.0 % 2,055,281 243.75 1035 Third Avenue (d) ─ 2015 23.1 % 7,634 100.0 % 100.0 % 1,203,962 157.71 New Jersey Paramus Plaza (e) Marshalls, Hobby Lobby, Skechers 2013 11.6 % 153,494 100.0 % 100.0 % 3,262,289 21.25 Massachusetts Restaurants at Fort Point ─ 2016 23.1 % 15,711 100.0 % 100.0 % 1,072,232 68.25 Rhode Island 650 Bald Hill Road (e) Dick's Sporting Goods, Burlington 2015 20.8 % 160,448 85.3 % 85.3 % 2,061,926 15.06 Delaware Eden Square (e) Giant Food, LA Fitness 2014 20.8 % 229,171 91.1 % 96.5 % 3,357,465 16.09 Georgia Broughton Street Portfolio (13 properties) H&M, Lululemon, Kendra Scott, Starbucks 2014 23.1 % 94,713 89.1 % 92.6 % 3,090,918 36.61 California Union and Fillmore Collection (3 properties) Eileen Fisher, Bonobos 2015 20.8 % 7,183 77.5 % 77.5 % 654,290 117.57 Total - Fund IV 686,023 90.5 % 92.8 % $ 16,758,363 $ 26.99 Fund V Portfolio Detail New Mexico Plaza Santa Fe (c) TJ Maxx, Best Buy, Ross Dress for Less 2017 20.1 % 224,152 95.1 % 95.7 % $ 4,058,309 $ 19.03 Texas Wood Ridge Plaza (e) Kirkland's, Office Depot 2022 18.1 % 213,120 90.1 % 90.1 % 4,377,879 22.80 La Frontera Village (e) Kohl's, Hobby Lobby, Burlington, Marshalls 2022 18.1 % 534,430 88.5 % 89.0 % 6,609,207 13.98 Michigan New Towne Center Kohl's, Jo-Ann's, DSW 2017 20.1 % 190,530 100.0 % 100.0 % 2,363,758 12.41 Fairlane Green TJ Maxx, Michaels, Burlington 2017 20.1 % 270,187 98.7 % 100.0 % 5,194,785 19.49 Maryland Frederick County (2 properties) (e) Kohl's, Best Buy, Ross Dress for Less 2019 18.1 % 530,816 93.7 % 94.8 % 7,696,127 15.47 Connecticut Tri-City Plaza (e) TJ Maxx, HomeGoods, ShopRite 2019 18.1 % 302,738 90.0 % 92.0 % 3,913,671 14.36 New Jersey Midstate ShopRite, Best Buy, DSW, PetSmart 2021 20.1 % 388,616 86.5 % 94.2 % 6,456,914 19.21 New York Shoppes at South Hills (e) ShopRite, At Home, Ashley Furniture 2022 18.1 % 512,218 67.0 % 74.3 % 3,990,900 11.64 Mohawk Commons (e) Lowe's, Target 2023 18.1 % 399,338 98.3 % 98.3 % 5,550,595 14.15 Pennsylvania 35 Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/Per Square Foot Monroe Marketplace Kohl's, Dick's Sporting Goods, Giant Food 2021 20.1 % 370,533 100.0 % 100.0 % 4,250,625 11.47 Rhode Island Lincoln Commons Stop and Shop, Marshalls, HomeGoods 2019 20.1 % 461,995 88.0 % 90.8 % 5,570,789 13.70 Vermont Maple Tree Place (f) Shaw's, Dick's Sporting Goods, Best Buy, Old Navy 2023 20.1 % 394,368 84.6 % 84.6 % 6,567,224 19.68 Virginia Landstown Commons Best Buy, Burlington, Ross Dress for Less 2019 20.1 % 380,199 96.8 % 97.2 % 7,528,566 20.46 Florida Palm Coast Landing TJ Maxx, PetSmart, Ross Dress for Less 2019 20.1 % 171,799 96.9 % 96.9 % 3,495,105 21.00 Cypress Creek (c) Hobby Lobby, Total Wine, HomeGoods 2023 20.1 % 239,656 98.5 % 98.5 % 4,919,868 20.83 North Carolina Hickory Ridge Kohl's, Best Buy, Dick's Sporting Goods 2017 20.1 % 380,565 99.3 % 99.3 % 4,742,374 12.55 Alabama Trussville Promenade Wal-Mart, Regal Cinemas 2018 20.1 % 463,681 95.8 % 96.8 % 4,279,904 9.63 Georgia Canton Marketplace Dick's Sporting Goods, TJ Maxx, Best Buy 2021 20.1 % 351,988 96.1 % 96.6 % 5,971,975 17.65 Hiram Pavilion Kohl's, HomeGoods 2018 20.1 % 362,675 99.4 % 100.0 % 4,666,300 12.94 California Elk Grove Commons Kohl's, HomeGoods 2018 20.1 % 242,078 100.0 % 100.0 % 5,312,115 21.94 Utah Family Center at Riverdale (e) Target, Home Goods, Best Buy, Sierra Trading (TJX) 2019 18.0 % 372,475 97.9 % 97.9 % 4,010,821 11.00 Total - Fund V 7,758,157 92.6 % 94.0 % $ 111,527,808 $ 15.52 TOTAL FUND PROPERTIES 8,984,634 91.4 % 93.3 % $ 146,181,867 $ 17.81 Acadia Share of Total Fund Properties 1,945,468 89.6 % 92.4 % $ 35,065,352 $ 20.13 a) Excludes properties under development or redevelopment, see “Development and Redevelopment Activities” section below.
Furniture, Capital One 2014 100.0 % 29,114 100.0 % 100.0 % 1,181,175 40.57 Williamsburg Collection (c) Sephora, SweetGreen, Levain Bakery 2022 100.0 % 50,842 100.0 % 100.0 % 5,027,426 98.88 991 Madison Avenue Vera Wang, Gabriella Hearst 2016 100.0 % 7,513 91.1 % 91.1 % 3,007,496 439.24 Shops at Grand Stop & Shop (Ahold) 2014 100.0 % 99,685 100.0 % 100.0 % 3,335,287 33.46 Gotham Plaza Bank of America, Footlocker, Taco Bell 2016 49.0 % 25,922 73.9 % 91.6 % 1,588,117 82.91 394,137 92.1 % 96.5 % 34,419,182 94.86 Los Angeles Metro 31 8833 Beverly Blvd Luxury Living 2022 100.0 % 9,757 100.0 % 100.0 % 1,272,860 130.46 Melrose Place Collection The Row, Chloe, Oscar de la Renta 2019 100.0 % 14,000 100.0 % 100.0 % 2,677,460 191.25 23,757 100.0 % 100.0 % 3,950,320 166.28 District of Columbia Metro 1739-53 & 1801-03 Connecticut Avenue TD Bank 2012 100.0 % 20,669 66.7 % 66.7 % 875,265 63.53 14th Street Collection (3 properties) Mitchell Gold and Bob Williams, Verizon 2021 100.0 % 19,461 100.0 % 100.0 % 1,410,882 72.50 Rhode Island Place Shopping Center Ross Dress for Less 2012 100.0 % 57,667 100.0 % 100.0 % 2,080,617 36.08 M Street and Wisconsin Corridor (26 Properties) (d) Lululemon, Duxiana, Rag and Bone, Reformation, Glossier, Showfields 2011 2016 2019 24.8 % 245,249 82.1 % 87.9 % 12,867,936 63.88 343,046 85.2 % 89.4 % 17,234,700 58.95 Boston Metro 165 Newbury Street Starbucks 2016 100.0 % 1,050 100.0 % 100.0 % 303,471 289.02 1,050 100.0 % 100.0 % 303,471 289.02 Dallas Metro Henderson Avenue Portfolio (14 properties) Sprouts Market 2022 100.0 % 121,715 91.8 % 93.1 % 4,379,233 39.20 Total Street and Urban Retail 1,577,704 88.1 % 91.4 % $ 97,756,900 $ 70.37 Acadia Share Total Street and Urban Retail 1,365,719 89.0 % 91.8 % $ 86,404,051 $ 71.07 SUBURBAN PROPERTIES New Jersey Elmwood Park Shopping Center Walgreens, Lidl 1998 100.0 % 143,910 83.7 % 100.0 % $ 3,245,133 $ 26.95 Marketplace of Absecon Walgreens, Dollar Tree 1998 100.0 % 104,556 92.2 % 92.2 % 1,488,815 15.44 New York Village Commons Shopping Center — 1998 100.0 % 87,128 92.1 % 92.1 % 2,765,190 34.44 Branch Plaza LA Fitness, The Fresh Market 1998 100.0 % 123,345 98.8 % 98.8 % 3,532,225 28.98 Amboy Center Stop & Shop (Ahold) 2005 100.0 % 63,290 88.4 % 92.2 % 1,924,058 34.38 Crossroads Shopping Center HomeGoods, PetSmart, BJ's Wholesale Club 1998 49.0 % 311,655 85.3 % 88.5 % 8,154,634 30.68 New Loudon Center Price Chopper, Marshalls 1993 100.0 % 258,701 95.2 % 95.2 % 2,249,812 9.14 28 Jericho Turnpike Kohl's 2012 100.0 % 96,363 100.0 % 100.0 % 1,996,500 20.72 Bedford Green Shop Rite, CVS 2014 100.0 % 90,589 75.1 % 75.1 % 2,366,064 34.79 Connecticut Town Line Plaza (e) Wal-Mart, Stop & Shop (Ahold) 1998 100.0 % 206,089 97.3 % 97.3 % 1,807,822 17.07 Massachusetts Methuen Shopping Center Wal-Mart, Market Basket 1998 100.0 % 130,021 100.0 % 100.0 % 1,467,752 11.29 Crescent Plaza Home Depot, Shaw's (Supervalu) 1993 100.0 % 218,148 96.0 % 100.0 % 2,066,246 9.87 201 Needham Street Michael's 2014 100.0 % 20,409 100.0 % 100.0 % 646,965 31.70 163 Highland Avenue Staples, Petco 2015 100.0 % 40,505 100.0 % 100.0 % 1,490,575 36.80 Vermont The Gateway Shopping Center Shaw's (Supervalu) 1999 100.0 % 101,474 98.6 % 98.6 % 2,205,414 22.05 Illinois Hobson West Plaza Garden Fresh Markets 1998 100.0 % 98,962 98.7 % 98.7 % 1,394,982 14.28 Indiana 32 Merrillville Plaza Jo-Ann Fabrics, TJ Maxx 1998 100.0 % 235,926 78.8 % 92.8 % 2,711,118 14.57 Michigan Bloomfield Town Square HomeGoods, TJ Maxx 1998 100.0 % 234,951 99.4 % 99.4 % 4,263,415 18.26 Delaware Town Center and Other (2 properties) Lowes, Bed Bath & Beyond, Target 2003 100.0 % 800,063 94.0 % 94.0 % 12,980,977 17.26 Market Square Shopping Center Trader Joe's, TJ Maxx 2003 100.0 % 102,047 100.0 % 100.0 % 3,270,246 32.05 Naamans Road — 2006 100.0 % 19,850 63.9 % 63.9 % 698,462 55.08 Pennsylvania Mark Plaza Kmart 1993 100.0 % 106,856 100.0 % 100.0 % 246,274 2.30 Plaza 422 Home Depot 1993 100.0 % 156,279 100.0 % 100.0 % 909,901 5.82 Chestnut Hill — 2006 100.0 % 36,492 100.0 % 100.0 % 961,735 26.35 Abington Towne Center (f) Target, TJ Maxx 1998 100.0 % 216,871 100.0 % 100.0 % 1,314,679 22.19 Total Suburban Properties 4,004,480 93.7 % 95.7 % $ 66,158,994 $ 18.83 Acadia Share Total Suburban Properties 3,845,536 94.1 % 95.9 % $ 62,000,131 $ 18.36 Total Core Properties 5,582,184 92.1 % 94.4 % $ 163,915,894 $ 33.40 Acadia Share Total Core Properties 5,211,255 92.7 % 94.9 % $ 148,404,182 $ 32.29 a) Excludes properties under development or redevelopment, see “Development and Redevelopment Activities” section below.
Furniture, Capital One 2014 100.0 % 29,114 100.0 % 100.0 % 1,285,105 44.14 Williamsburg Collection (d) Sephora, SweetGreen, Levain Bakery 2022 100.0 % 50,842 95.3 % 95.3 % 5,264,882 108.70 991 Madison Avenue (e) Vera Wang, Gabriela Hearst 2016 100.0 % 7,512 100.0 % 100.0 % 3,572,528 475.58 Shops at Grand Stop & Shop (Ahold), Starbucks 2014 100.0 % 99,837 100.0 % 100.0 % 3,553,548 35.59 32 Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot Gotham Plaza (f) Bank of America, Footlocker, Apple Bank 2016 49.0 % 25,922 91.6 % 91.6 % 2,016,748 84.98 394,292 94.3 % 98.8 % 37,602,290 101.14 Los Angeles Metro 8833 Beverly Blvd Luxury Living 2022 97.0 % 9,757 100.0 % 100.0 % 1,311,046 134.37 Melrose Place Collection The Row, Chloe, Oscar de la Renta 2019 100.0 % 14,000 100.0 % 100.0 % 3,083,482 220.25 23,757 100.0 % 100.0 % 4,394,528 184.98 District of Columbia Metro 1739-53 & 1801-03 Connecticut Avenue TD Bank 2012 100.0 % 20,669 60.9 % 60.9 % 780,099 61.95 14th Street Collection (3 properties) Verizon 2021 100.0 % 19,461 62.3 % 62.3 % 1,037,040 85.54 Rhode Island Place Shopping Center Ross Dress for Less 2012 100.0 % 57,667 93.5 % 93.5 % 1,883,023 34.92 M Street and Wisconsin Corridor (27 Properties) (f)(g) Lululemon, Duxiana, Rag and Bone, Reformation, Glossier, Showfields, Alo Yoga 2011 2016 2019 24.4 % 254,942 91.3 % 94.1 % 16,719,810 71.83 352,739 88.3 % 90.3 % 20,419,972 65.58 Boston Metro 165 Newbury Street Starbucks 2016 100.0 % 1,050 100.0 % 100.0 % 312,576 297.69 1,050 100.0 % 100.0 % 312,576 297.69 Dallas Metro Henderson Avenue Portfolio (14 properties) Sprouts Market, Warby Parker, Tecovas 2022 100.0 % 121,386 89.2 % 94.4 % 4,444,837 41.07 Total Street and Urban Retail 1,470,023 89.1 % 91.7 % $ 93,032,480 $ 71.01 Acadia Share Total Street and Urban Retail 1,266,059 88.9 % 91.4 % $ 80,170,479 $ 71.26 SUBURBAN PROPERTIES New Jersey Elmwood Park Shopping Center Walgreens, Lidl, Chase Bank, City MD 1998 100.0 % 143,969 96.9 % 96.9 % $ 3,670,835 $ 26.32 Marketplace of Absecon Walgreens, Dollar Tree 1998 100.0 % 104,556 89.1 % 89.1 % 1,573,106 16.88 New York Village Commons Shopping Center Citibank, Ace Hardware 1998 100.0 % 87,128 91.1 % 93.1 % 2,736,099 34.48 Branch Plaza (e) LA Fitness, The Fresh Market 1998 100.0 % 123,345 98.8 % 98.8 % 3,551,081 29.13 Amboy Center (e) Stop & Shop (Ahold) 2005 100.0 % 63,372 92.1 % 92.1 % 2,047,298 35.07 Crossroads Shopping Center (f) HomeGoods, PetSmart, BJ's Wholesale Club 1998 49.0 % 311,528 87.5 % 90.7 % 8,567,491 31.41 New Loudon Center Price Chopper, Marshalls 1993 100.0 % 258,701 95.2 % 95.2 % 2,251,770 9.15 28 Jericho Turnpike Kohl's 2012 100.0 % 96,363 100.0 % 100.0 % 1,996,500 20.72 Bedford Green Shop Rite, CVS 2014 100.0 % 90,589 73.9 % 73.9 % 2,280,620 34.06 Connecticut Town Line Plaza (h) Wal-Mart, Stop & Shop (Ahold) 1998 100.0 % 206,346 97.2 % 98.5 % 1,811,142 17.53 Massachusetts Methuen Shopping Center Wal-Mart, Market Basket 1998 100.0 % 130,021 100.0 % 100.0 % 1,467,751 11.29 33 Property (a) Key Tenants Year Acquired Acadia's Interest Gross Leasable Area (GLA) In Place Occupancy Leased Occupancy Annualized Base Rent (ABR) ABR/ Per Square Foot Crescent Plaza Home Depot, Shaw's 1993 100.0 % 218,002 98.9 % 98.9 % 2,111,087 9.80 201 Needham Street Michael's 2014 100.0 % 20,409 100.0 % 100.0 % 711,662 34.87 163 Highland Avenue Staples, Petco 2015 100.0 % 40,505 100.0 % 100.0 % 1,490,575 36.80 Vermont The Gateway Shopping Center Shaw's (Supervalu), Starbucks 1999 100.0 % 102,854 96.7 % 96.7 % 2,190,988 22.03 Illinois Hobson West Plaza Garden Fresh Markets 1998 100.0 % 98,962 97.7 % 97.7 % 1,426,291 14.76 Indiana Merrillville Plaza Dollar Tree, TJ Maxx, DD's Discount (Ross) 1998 100.0 % 235,926 88.9 % 91.1 % 2,950,134 14.06 Michigan Bloomfield Town Square HomeGoods, TJ Maxx, Dick's Sporting Goods, Burlington 1998 100.0 % 234,951 99.4 % 99.4 % 4,305,998 18.44 Delaware Town Center and Other (1 property) Lowes, Dick's Sporting Goods, Target 2003 100.0 % 704,421 89.5 % 96.7 % 10,692,084 16.96 Market Square Shopping Center Trader Joe's, TJ Maxx 2003 100.0 % 102,047 98.1 % 98.1 % 3,288,210 32.83 Naamans Road (e) Jared Jewelers, American Red Cross 2006 100.0 % 19,850 63.9 % 63.9 % 705,101 55.60 Pennsylvania Mark Plaza (e) Kmart 1993 100.0 % 106,856 100.0 % 100.0 % 246,274 2.30 Plaza 422 Home Depot 1993 100.0 % 156,279 100.0 % 100.0 % 956,954 6.12 Chestnut Hill — 2006 100.0 % 36,492 100.0 % 100.0 % 986,067 27.02 Abington Towne Center (i) Target, TJ Maxx 1998 100.0 % 216,871 100.0 % 100.0 % 1,312,228 22.15 Total Suburban Properties 3,910,343 94.1 % 95.9 % $ 65,327,344 $ 19.07 Acadia Share Total Suburban Properties 3,751,464 94.4 % 96.2 % $ 60,957,924 $ 18.55 Total Core Properties 5,380,366 92.8 % 94.8 % $ 158,359,825 $ 33.44 Acadia Share Total Core Properties 5,017,522 93.0 % 95.0 % $ 141,128,403 $ 31.99 a) Excludes properties under development or redevelopment, see “Development and Redevelopment Activities” section below.
The amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties, including the Funds (GLA and Annualized Base Rent in thousands): Percentage of Total Represented by Region Region GLA (a,c) % Occupied (b) Annualized Base Rent (b, c) Annualized Base Rent per Occupied Square Foot (c) GLA Annualized Base Rent Core Portfolio: New York Metro (d) 1,497 91.1 % $ 56,725 $ 41.57 28.7 % 38.2 % Chicago Metro 684 85.9 % 36,481 62.10 13.1 % 24.6 % Mid-Atlantic 1,438 96.2 % 20,382 16.55 27.6 % 13.7 % New England 717 97.8 % 9,988 16.46 13.8 % 6.7 % Washington D.C.
The amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties, including the Funds (GLA and Annualized Base Rent in thousands): Percentage of Total Represented by Region Region GLA (a) % Occupied (b) Annualized Base Rent (b) Annualized Base Rent per Occupied Square Foot GLA Annualized Base Rent Core Portfolio: New York Metro (c) 1,498 92.9 % $ 60,417 $ 43.44 29.9 % 42.8 % Chicago Metro 577 85.6 % 25,858 52.35 11.5 % 18.3 % Mid-Atlantic 1,343 93.8 % 18,187 16.36 26.8 % 12.9 % New England 719 98.4 % 10,096 16.50 14.3 % 7.2 % Washington D.C.
Metro 159 90.1 % 8,129 56.89 3.1 % 5.5 % Midwest 570 90.8 % 8,370 16.18 10.9 % 5.6 % Los Angeles Metro 24 100.0 % 3,950 166.28 0.5 % 2.7 % Dallas Metro 122 91.8 % 4,379 39.20 2.3 % 3.0 % Total Core Operating Properties 5,211 92.7 % $ 148,404 $ 32.29 100.0 % 100.0 % Fund Portfolio: Southeast 448 94.7 % $ 6,741 $ 15.90 25.6 % 22.6 % Northeast 526 86.7 % 6,609 14.50 29.9 % 22.2 % New York Metro 339 66.7 % 9,749 43.13 19.3 % 32.8 % West 116 91.1 % 1,624 15.41 6.6 % 5.5 % Midwest 92 97.2 % 1,487 16.52 5.2 % 5.0 % Mid-Atlantic 52 90.9 % 741 15.60 3.0 % 2.5 % Southwest 180 90.0 % 2,672 16.49 10.2 % 9.0 % San Francisco Metro 4 30.2 % 132 114.33 0.2 % 0.4 % Total Fund Operating Properties 1,757 86.1 % $ 29,755 $ 19.68 100.0 % 100.0 % a) Property GLA includes a total of 255,000 square feet, which is not owned by us.
Metro 166 85.8 % 9,088 63.62 3.3 % 6.4 % Midwest 570 94.8 % 8,682 16.08 11.4 % 6.2 % Los Angeles Metro 23 100.0 % 4,355 185.61 0.4 % 3.1 % Dallas Metro 121 89.2 % 4,445 41.07 2.4 % 3.1 % Total Core Operating Properties 5,017 93.0 % $ 141,128 $ 31.99 100.0 % 100.0 % Fund Portfolio: New York Metro 336 75.3 % $ 11,153 $ 44.10 17.3 % 31.8 % Northeast 678 87.9 % 9,095 15.28 34.7 % 26.0 % Southeast 494 97.1 % 7,871 16.39 25.4 % 22.4 % Southwest 180 90.5 % 2,803 17.18 9.2 % 8.0 % West 116 98.8 % 1,789 15.66 6.0 % 5.1 % Midwest 93 99.2 % 1,519 16.54 4.8 % 4.3 % Mid-Atlantic 48 91.1 % 700 16.09 2.5 % 2.0 % San Francisco Metro 1 77.5 % 136 117.57 0.1 % 0.4 % Total Fund Operating Properties 1,946 89.6 % $ 35,066 $ 20.13 100.0 % 100.0 % a) Property GLA includes a total of 255,000 square feet, which is not owned by us.
Removed
Michigan Avenue Tommy Bahama, Ann Taylor Loft 2013 100.0 % 18,141 100.0 % 100.0 % $ 3,350,038 $ 184.67 840 N.
Added
Laurent 2011 2012 100.0 % 40,384 78.3 % 78.3 % $ 6,608,610 $ 208.90 Clark Street and W.
Removed
Michigan Avenue H & M, Verizon Wireless 2014 88.4 % 87,135 100.0 % 100.0 % 8,521,951 97.80 Rush and Walton Streets Collection (6 properties) Lululemon, BHLDN, Reformation, Sprinkles 2011 2012 100.0 % 40,384 88.2 % 88.2 % 6,996,440 196.50 Clark Street and W.
Added
The amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties including the Funds (GLA and Annualized Base Rent in thousands): Percentage of Total Represented by Retail Tenant Retail Tenant Number of Stores in Portfolio (a) Total GLA Annualized Base Rent (a) Total Portfolio GLA Annualized Base Rent Target 5 512 $ 9,233 7.4 % 5.2 % TJX Companies (b) 31 367 4,330 5.2 % 2.5 % Royal Ahold (c) 6 198 4,209 2.8 % 2.4 % PetSmart, Inc. 14 115 3,485 1.7 % 2.0 % Trader Joe's 5 54 3,356 0.8 % 1.9 % Verizon 8 30 3,064 0.4 % 1.7 % Walgreens 5 71 2,962 1.0 % 1.7 % Kohl's 8 211 2,859 3.0 % 1.6 % ALO Yoga 3 25 2,852 0.4 % 1.6 % Lululemon 5 11 2,719 0.2 % 1.5 % Lowe's 2 164 2,648 2.4 % 1.5 % Fast Retailing (d) 2 32 2,450 0.5 % 1.4 % Dicks Sporting Goods, Inc. 7 152 2,284 2.2 % 1.3 % Ulta Beauty 16 58 2,199 0.8 % 1.2 % Supervalu Inc.
Removed
As of December 31, 2022, we had the following development or redevelopment projects in various stages of the development process (dollars in millions): Acquisition and Development Costs (a) Property Ownership (a) Location Estimated Stabilization Estimated Square Feet Upon Completion Occupied /Leased Rate Key Tenants Description Incurred (b) Estimated Future Range Estimated Total Range Development: CORE 1238 Wisconsin 80.0 % Washington DC 2023 29,000 12%/70% Wolford, Everbody Redevelopment/addition to existing building with ground level retail, upper floor office and residential units upon completion.
Added
As of December 31, 2023, we had the following development or redevelopment projects in various stages of the development process (dollars in millions): Acadia's Pro-rata Share Property AKR Pro-rata share Location Estimated Stabilization Est.
Removed
Discretionary spend upon securing tenant(s) $ 18.3 $ 14.4 to $ 15.2 $ 32.7 to $ 33.5 Henderson - Development 1 & 2 100.0 % Dallas, TX TBD 160,000 — % TBD Ground up development for mixed-use street-level retail spaces and upper level office spaces. 10.5 TBD to TBD TBD to TBD FUND III Broad Hollow Commons 100.0 % Farmingdale, NY TBD TBD — % TBD Discretionary spend upon securing necessary approvals and tenant(s) for lease up 25.9 24.1 to 34.1 50.0 to 60.0 FUND IV 717 N.
Added
Sq ft Upon Completion Costs prior to development / redevelopment Incurred costs since development / redevelopment Total Costs to Date Estimated Future Range Estimated Total Range CORE Development: Henderson - Development 1 & 2 100.0% Dallas, TX TBD 160,000 $ 9.6 $ 6.4 $ 16.0 TBD - TBD TBD - TBD Major Redevelopment: City Center 100.0% San Francisco, CA 2024 241,000 155.0 51.8 206.8 3.2 - 6.2 210.0 - 213.0 555 9th Street 100.0% San Francisco, CA TBD 149,000 141.7 5.1 146.8 19.9 - 29.9 166.7 - 176.7 651-671 West Diversey 100.0% Chicago, IL TBD 46,000 29.1 0.4 29.5 TBD - TBD TBD - TBD Route 6 Mall 100.0% Honesdale, PA TBD TBD 14.8 4.5 19.3 1.5 - 4.5 20.8 - 23.8 Mad River 100.0% Dayton, OH TBD TBD 14.3 0.4 14.7 1.5 - 1.9 16.2 - 16.6 840 N.
Removed
Michigan Avenue 100.0 % Chicago, IL TBD TBD 14%/26% Alo Yoga Discretionary spend upon securing tenant(s) for lease up 116.6 TBD to TBD TBD to TBD $ 171.3 $ 38.5 $ 49.3 $ 82.7 $ 93.5 Major Redevelopment: CORE City Center 100.0 % San Francisco, CA 2024 241,000 75%/99% Target, Whole Foods, PetSmart Ground up development of pad sites and street level retail and re-tenanting/redevelopment for Whole Foods $ 203.3 $ 6.7 to $ 9.7 $ 210.0 to $ 213.0 555 9th Street 100.0 % San Francisco, CA TBD 149,000 65%/81% The Container Store Re-tenanting and potential split of former 46,000 square foot Nordstrom; façade upgrade and possible vertical expansion 0.2 17.8 to 27.8 18.0 to 28.0 651-671 West Diversey 100.0 % Chicago, IL TBD 46,000 86%/86% TBD 'Discretionary spend for future re-tenanting and re-configuration of approximately 30,000 sf. — TBD to TBD TBD to TBD Route 6 Mall 100.0 % Honesdale, PA TBD TBD 32%/47% TJ Maxx Discretionary spend for re-tenanting former 120,000 square foot Kmart anchor space once tenant(s) are secured 0.1 5.9 to 8.9 6.0 to 9.0 Mad River 100.0 % Dayton, OH TBD TBD 73%/73% TBD Discretionary spend for the re-tenanting former 33,000 square foot Babies R Us space once tenant(s) are secured — 1.9 to 2.3 1.9 to 2.3 $ 203.6 $ 32.3 $ 48.7 $ 235.9 $ 252.3 a) Ownership percentages and costs represent total Core Portfolio or Fund level ownership and not our pro rata share. b) Incurred amounts include costs associated with the initial carrying value. 39 ITEM 3.
Added
Michigan Avenue 91.9% Chicago, IL TBD 87,000 152.3 — 152.3 TBD - TBD TBD - TBD 664 N.
Added
Michigan Avenue 100.0% Chicago, IL TBD 18,000 87.2 — 87.2 TBD - TBD TBD - TBD Brandywine Holdings 100.0% Wilmington, DE TBD 96,000 24.0 0.1 24.1 TBD - TBD TBD - TBD Total Core Redevelopment $ 618.4 $ 62.3 $ 680.7 $ 26.1 $ 42.5 $ 413.7 $ 430.1 Total Core Development and Redevelopment $ 628.0 $ 68.7 $ 696.7 $ 26.1 $ 42.5 $ 413.7 $ 430.1 FUNDS Development: FUND III Broad Hollow Commons 24.5% Farmingdale, NY TBD TBD $ 3.0 $ 3.9 $ 6.9 TBD - TBD TBD - TBD Major Redevelopment: FUND IV 717 N.
Added
Michigan Avenue 23.1% Chicago, IL TBD TBD 26.9 0.8 27.7 TBD - TBD TBD - TBD Total Funds Development and Major Redevelopment $ 29.9 $ 4.7 $ 34.6 $ — $ — $ — $ — Total Core and Funds Development and Major Redevelopment $ 657.9 $ 73.4 $ 731.3 $ 26.1 $ 42.5 $ 413.7 $ 430.1 40 ITEM 3.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

14 edited+1 added−122 removed19 unchanged
Biggest changeAdditionally, Title 3, Subtitle 8 of the MGCL permits our Board, without shareholder approval and regardless of what is currently provided in our Declaration of Trust or Bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our Company that might involve a premium to the market price of our Common Shares or otherwise be in the best interests of our shareholders.
Biggest changeOur Bylaws can be amended by our Board by majority vote or by our shareholders, pursuant to a binding proposal properly submitted for consideration at a meeting of shareholders, by the affirmative vote of a majority of all votes entitled to be cast on the matter, and there can be no assurance that this provision will not be amended or eliminated at any time in the future. 22 Additionally, Title 3, Subtitle 8 of the MGCL (“Subtitle 8”) permits our Board, without shareholder approval and regardless of what is currently provided in our Declaration of Trust or Bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our Company that might involve a premium to the market price of our Common Shares or otherwise be in the best interests of our shareholders.
Under the provisions of the Maryland General Corporation Law (the “MGCL”) applicable to REITs, certain business combinations, including certain mergers, consolidations, share exchanges and asset transfers and certain issuances and reclassifications of equity securities, between a Maryland REIT and any person who beneficially owns 10% or more of the voting power of the REIT’s outstanding voting shares or an affiliate or an associate, as defined in the MGCL, of the REIT who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding shares of beneficial interest of the REIT (an “interested shareholder”) or an affiliate of the interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder.
Under the provisions of the Maryland General Corporation Law (the “MGCL”) applicable to REITs, certain business combinations, including certain mergers, consolidations, share exchanges and asset transfers and certain issuances and reclassifications of equity securities, between a Maryland REIT and any person who beneficially owns 10% or more of the voting power of the REIT’s outstanding voting shares of beneficial interest or an affiliate or an associate, as defined in the MGCL, of the REIT who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding shares of beneficial interest of the REIT (an “interested shareholder”) or an affiliate of the interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder.
In addition, 19 the acquired properties may fail to operate at expected levels due to the numerous factors that may affect the value of real estate. There can be no assurance that we will have sufficient resources to identify and manage the newly acquired properties. Our Board may change our investment policy or objectives without shareholder approval.
In addition, the acquired properties may fail to operate at expected levels due to the numerous factors that may affect the value of real estate. There can be no assurance that we will have sufficient resources to identify and manage the newly acquired properties. Our Board may change our investment policy or objectives without shareholder approval.
In addition, we have entered into an employment agreement with our Chief Executive Officer and severance agreements with certain of our executives, which provide that, upon the occurrence of a change in control of us and either the termination of their employment without cause (as defined) or their resignation for good reason (as defined), such executive officers would be entitled to certain termination or severance payments made by us (which may include a lump sum payment equal to defined percentages of annual salary and prior years’ average bonuses, paid in accordance with the terms and conditions of the respective agreement), which could deter a change of control of us that could be in the best interests of our shareholders generally.
In addition, we have entered into an employment agreement with our Chief Executive Officer and severance agreements with certain of our executives, which provide that, upon the occurrence of a change in control of us and either the termination of their employment without “cause” or their resignation for “good reason” (each, as defined in the respective agreement), such executive officers would be entitled to certain termination or severance payments made by us (which may include a lump sum payment equal to defined percentages of annual salary and prior years’ average bonuses, paid in accordance with the terms and conditions of the respective agreement), which could deter a change of control of us that could be in the best interests of our shareholders generally.
We have not elected to opt out of the business combination statute. 20 The MGCL also provides that holders of “control shares” of a Maryland REIT (defined as voting shares that, when aggregated with all other shares owned by the acquirer or in respect of which the acquirer is entitled to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the affirmative vote of holders of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by officers or by employees who are also trustees of the REIT.
The MGCL also provides that holders of “control shares” of a Maryland REIT (defined as voting shares that, when aggregated with all other shares owned by the acquirer or in respect of which the acquirer is entitled to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the affirmative vote of holders of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by officers or by employees who are also trustees of the REIT.
The continued growth of our real estate portfolio can be expected to continue to place a significant strain on our resources. Our future performance will depend in part on our ability to successfully attract and retain qualified management personnel to manage the growth and operations of our business.
This expansion places significant demands on our operational, administrative, and financial resources. The continued growth of our real estate portfolio can be expected to continue to place a significant strain on our resources. Our future performance will depend in part on our ability to successfully attract and retain qualified management personnel to manage the growth and operations of our business.
Management continues to strengthen our team and we have CEO succession planning in place, but there can be no assurance that such planning will be capable of implementation or that our efforts will be successful. We have obtained key-man life insurance for Mr. Bernstein. In addition, we have entered into an employment agreement with Mr.
Management continues to strengthen our team and we have CEO succession planning in place, as well as an emergency transition plan, but there can be no assurance that such planning will be capable of implementation or that our efforts will be successful. We have obtained key-man life insurance for Mr. Bernstein.
Accordingly, the results of decisions made by our Board as implemented by management may or may not serve the interests of all of our shareholders and could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders.
Accordingly, the results of decisions made by our Board as implemented by management may or may not serve the interests of all of our shareholders and could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders. 21 Concentration of ownership by certain investors may allow these investors to exert influence over the business and affairs of our Company.
We have pursued and may pursue growth opportunities, some of which have been, and in the future may be, in locations in which we have not historically invested. This expansion places significant demands on our operational, administrative, and financial resources.
We have pursued and may in the future continue to pursue extensive growth opportunities, including investing in new markets, which may result in significant demands on our operational, administrative, and financial resources. We have pursued and may pursue growth opportunities, some of which have been, and in the future may be, in locations in which we have not historically invested.
In approving a transaction, our Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board.
In approving a transaction, the board of trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board. We have not elected to opt out of the business combination statute.
These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the REIT before the interested shareholder becomes an interested shareholder, and a person is not an interested shareholder if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder.
These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the REIT before the interested shareholder becomes an interested shareholder.
We are subject to some of these provisions (for example, a two-thirds vote requirement for removing a trustee) by provisions of our Declaration of Trust and Bylaws unrelated to Subtitle 8.
We are subject to some of these provisions (for example, a two-thirds vote requirement for removing a trustee) by provisions of our Declaration of Trust and Bylaws unrelated to Subtitle 8. However, pursuant to the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on November 9, 2017, which are referenced in Part IV
Concentration of ownership by certain investors may allow these investors to exert influence over the business and affairs of our Company. As of December 31, 2022, four institutional shareholders own 5% or more individually, and 54.4% in the aggregate, of our Common Shares.
As of December 31, 2023, four institutional shareholders own 5% or more individually, and 54.7% in the aggregate, of our Common Shares.
Bernstein and into severance agreements with other senior executives; however, Mr. Bernstein and such executives may terminate their employment with us at will. We have pursued and may in the future continue to pursue extensive growth opportunities, including investing in new markets, which may result in significant demands on our operational, administrative, and financial resources.
In addition, we have entered into an employment agreement with Mr. Bernstein and into severance agreements with other senior executives; however, Mr. Bernstein and such executives may terminate their employment with us at will.
Removed
Our Bylaws can be amended by our Board by majority vote or by our shareholders, pursuant to a binding proposal properly submitted for consideration at a meeting of shareholders, by the affirmative vote of a majority of all votes entitled to be cast on the matter, and there can be no assurance that this provision will not be amended or eliminated at any time in the future.
Added
A person is not an interested shareholder if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder.
Removed
However, pursuant to the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on November 9, 2017, which are referenced in Part IV Item 15 hereto, the Board approved a resolution to opt out of Section 3-803 of Subtitle 8 of Title 3 of the MGCL that allows the Board, without shareholder approval, to elect to classify into three classes with staggered three-year terms.
Removed
The Articles Supplementary prohibit the Company, without the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees, from classifying the Board under Subtitle 8.
Removed
Becoming subject to, or the potential to become subject to, these provisions of the MGCL could inhibit, delay, or prevent a transaction or a change of control of our Company that might involve a premium price for our shareholders or otherwise be in our or their best interests.
Removed
In addition, the provisions of our Declaration of Trust on removal of trustees and the provisions of our Bylaws regarding advance notice of shareholder nominations of trustees and other business proposals and restricting shareholder action outside of a shareholders meeting unless such action is taken by unanimous written consent could have a similar effect.
Removed
Our rights and shareholders’ rights to take action against trustees and officers are limited, which could limit recourse in the event of actions not in the best interests of shareholders.
Removed
As permitted by Maryland law, our Declaration of Trust eliminates the liability of our trustees and officers to the Company and its shareholders for money damages, except for liability resulting from: • actual receipt of an improper benefit or profit in money, property, or services; or • a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.
Removed
In addition, our Declaration of Trust authorizes, and our Bylaws obligate, us to indemnify each present or former trustee or officer, to the maximum extent permitted by Maryland law, who is made a party to any proceeding because of his or her service to our Company in those or certain other capacities.
Removed
As part of these indemnification obligations, we may be obligated to fund the defense costs incurred by our trustees and officers. We operate through a partnership structure, which could have an adverse effect on our ability to manage our assets. Our primary property-owning vehicle is the Operating Partnership, of which we are the general partner.
Removed
Our acquisition of properties through the Operating Partnership in exchange for interests in the Operating Partnership may permit certain tax deferral advantages to limited partners who contribute properties to the Operating Partnership.
Removed
Since properties contributed to the Operating Partnership may have unrealized gains attributable to the differences between the fair market value and adjusted tax basis in such properties prior to contribution, the sale of such properties could cause adverse tax consequences to the limited partners who contributed such properties.
Removed
Although we, as the general partner of the Operating Partnership, generally have no obligation to consider the tax consequences of our actions to any limited partner, we own several properties subject to material contractual restrictions for varying periods of time designed to minimize the adverse tax consequences to the limited partners who contributed such properties.
Removed
Such restrictions may result in significantly reduced flexibility to manage some of our assets. 21 We currently have an exclusive obligation to seek investments for our Funds, which may prevent us from making acquisitions directly. Under the terms of the organizational documents of our Funds, our primary goal is to seek investments for the Funds, subject to certain exceptions.
Removed
We may only pursue opportunities to acquire retail properties directly through the Operating Partnership if (i) the ownership of the acquisition opportunity by the Funds would create a material conflict of interest for us; (ii) we require the acquisition opportunity for a “like-kind” exchange; (iii) the consideration payable for the acquisition opportunity is our Common Shares, OP Units or other securities or (iv) the investment is outside the parameters of our investment goals for the Funds (which, in general, seek more opportunistic level returns).
Removed
As a result, we may not be able to make attractive acquisitions directly and instead may only receive a minority interest in such acquisitions through the Funds. Our joint venture investments carry additional risks not present in our direct investments.
Removed
Partnership or joint venture investments (that may include, among others, tenancy-in common and other similar investments) may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, and that our partner or co-venturer may take action contrary to our instructions, requests, policies, or objectives, including with respect to maintaining our qualification as a REIT.
Removed
Actions by, or disputes with, joint venture partners might result in subjecting properties owned by the joint venture to additional risks. Other risks of joint venture investments include impasses on decisions, such as a sale, because neither we nor a joint venture partner may have full control over the joint venture.
Removed
Also, there is no limitation under our organizational documents as to the amount of our funds that may be invested in joint ventures. Additionally, our partners or co-venturers may engage in malfeasance in spite of our efforts to perform a high level of due diligence on them, which may jeopardize an investment and/or subject us to reputational risk.
Removed
Such acts may or may not be covered by insurance. Any disputes that may arise between joint venture partners and us may result in potentially costly litigation or arbitration that would prevent our officers and/or trustees from focusing their time and effort on our business.
Removed
In addition, we may in certain circumstances be liable for the actions of our third-party joint venture partners. RISKS RELATED TO OUR REIT STATUS There can be no assurance we have qualified or will remain qualified as a REIT for Federal income tax purposes.
Removed
We believe that we have consistently met the requirements for qualification as a REIT for Federal income tax purposes beginning with our taxable year ended December 31, 1993, and we intend to continue to meet these requirements in the future.
Removed
However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which there may be only limited judicial or administrative interpretations. No assurance can be given that we have qualified or will remain qualified as a REIT.
Removed
The Code provisions and income tax regulations applicable to REITs differ significantly from those applicable to other entities. The determination of various factual matters and circumstances not entirely within our control can potentially affect our ability to continue to qualify as a REIT.
Removed
In addition, no assurance can be given that future legislation, regulations, administrative interpretations, or court decisions will not significantly change the requirements for qualification as a REIT or adversely affect the Federal income tax consequences of such qualification.
Removed
Under current law, if we fail to qualify as a REIT, we would not be allowed a deduction for dividends paid to shareholders in computing our net taxable income. In addition, our income would be subject to tax at the regular corporate rates.
Removed
Also, we could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. Cash available for distribution to our shareholders would be significantly reduced for each year in which we do not qualify as a REIT. In that event, we would not be required to continue to make distributions.
Removed
Although we currently intend to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause us, without the consent of our shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification. Legislative or regulatory tax changes could have an adverse effect on us.
Removed
There are a number of issues associated with an investment in a REIT that are related to the Federal income tax laws, including, but not limited to, the consequences of our failing to continue to qualify as a REIT.
Removed
At any time, the Federal income tax laws governing REITs, or the administrative interpretations of those laws may be amended or modified. Any new laws or interpretations may take effect retroactively and could adversely affect us or our shareholders. We may be required to borrow funds or sell assets to satisfy our REIT distribution requirements.
Removed
Our cash flows may be insufficient to fund distributions required to maintain our qualification as a REIT as a result of differences in timing between the actual receipt of income and the recognition of income for U.S.
Removed
Federal income tax purposes, or as a result of our inability to currently deduct certain expenditures that we must currently pay, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, any business interest expense that is disallowed under Section 163 (j) of the Code (unless we elect to be an “electing 22 real property trade or business”), and the creation of reserves or required amortization payments.
Removed
While we have historically satisfied these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock.
Removed
Assuming we continue to satisfy these distribution requirements with cash, we may need to borrow funds on a short term basis or sell assets, to meet the REIT distribution requirements and avoid the payment of income and excise taxes even if the then prevailing market conditions are not favorable for these borrowings or sales.
Removed
These cash needs could result from differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all.
Removed
Our access to third-party sources of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. Such actions could adversely affect our cash flow and results of operations.
Removed
Dividends payable by REITs generally do not qualify for reduced tax rates. Certain qualified dividends paid by corporations to individuals, trusts and estates that are U.S. shareholders are taxed at capital gain rates, which are lower than ordinary income rates.
Removed
Dividends of current and accumulated earnings and profits payable by REITs, however, are taxed at ordinary income rates as opposed to the capital gain rates. Pursuant to section 199A of the Code, from 2018 through 2025, certain REIT shareholders will be permitted to deduct 20% of ordinary REIT dividends received.
Removed
Dividends payable by REITs in excess of these earnings and profits generally are treated as a non-taxable reduction of the shareholders’ basis in the shares to the extent thereof and thereafter as taxable gain.
Removed
The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts, and estates to perceive investments in REITs, including us, to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which may negatively impact the trading prices of our securities.
Removed
Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments. To qualify as a REIT, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our Common Shares.
Removed
In order to meet these tests, we may be required to forego investments we might otherwise make and refrain from engaging in certain activities. Thus, compliance with the REIT requirements may hinder our performance.
Removed
In addition, if we fail to comply with certain asset ownership tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments.
Removed
We have limits on ownership of our shares of beneficial interest.
Removed
For us to qualify as a REIT for Federal income tax purposes, among other requirements, not more than 50% of the value of our shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year, and such shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (in each case, other than the first such year).
Removed
Our Declaration of Trust includes certain restrictions regarding transfers of our shares of beneficial interest and ownership limits that are intended to assist us in satisfying these limitations, among other purposes. These restrictions and limits may not be adequate in all cases, however, to prevent the transfer of our shares of beneficial interest in violation of the ownership limitations.
Removed
The ownership limits contained in our Declaration of Trust may have the effect of delaying, deferring, or preventing a change of control of us.
Removed
Actual or constructive ownership of our shares of beneficial interest in excess of the share ownership limits contained in our Declaration of Trust would cause the violative transfer or ownership to be null and void from the beginning and subject to purchase by us at a price equal to the fair market value of such shares (determined in accordance with the rules set forth in our Declaration of Trust).
Removed
As a result, if a violative transfer were made, the recipient of the shares would not acquire any economic or voting rights attributable to the transferred shares. Additionally, the constructive ownership rules for these limits are complex and groups of related individuals or entities may be deemed a single owner and consequently in violation of the share ownership limits.
Removed
Distribution requirements imposed by law limit our operating flexibility. To maintain our status as a REIT for Federal income tax purposes, we are generally required to distribute to our shareholders at least 90% of our taxable income for each calendar year. Our taxable income is determined without regard to any deduction for dividends paid and by excluding net capital gains.
Removed
To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to Federal corporate income tax on our undistributed income.
Removed
In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by 23 which our distributions in any year are less than the sum of (i) 85% of our ordinary income for that year; (ii) 95% of our capital gain net income for that year; and (iii) 100% of our undistributed taxable income from prior years.
Removed
We intend to continue to make distributions to our shareholders to comply with the distribution requirements of the Code and to minimize exposure to Federal income and excise taxes.
Removed
Differences in timing between the receipt of income and the payment of expenses in determining our income as well as required debt amortization payments and the capitalization of certain expenses could require us to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.
Removed
The distribution requirements also severely limit our ability to retain earnings to acquire and improve properties or retire outstanding debt. GENERAL RISK FACTORS The economic environment may cause us to lose tenants and may impair our ability to borrow money to purchase properties, refinance existing debt or finance our current development projects.
Removed
Our operations and performance depend on general economic conditions, including consumer health. The U.S. economy has historically experienced financial downturns from time to time, including a decline in consumer spending, credit tightening and high unemployment.
Removed
While we currently believe we have adequate sources of liquidity, there can be no assurance that, in the event of a financial downturn, we will be able to obtain secured or unsecured loan facilities to meet our needs, including to purchase additional properties, to complete current development projects, or to successfully refinance our properties as loans become due.
Removed
To the extent that the availability of credit is limited, it would also adversely impact our notes receivable, as counterparties may not be able to obtain the financing required to repay the loans upon maturity. Certain sectors of the U. S. economy are still experiencing weakness.
Removed
Over the past several years, this structural weakness has resulted in periods of high unemployment, rising inflation, the bankruptcy or weakened financial condition of a number of retailers, decreased consumer spending, increased home foreclosures, low consumer confidence, and reduced demand and rental rates for certain retail space. There can be no assurance that an economic recovery will occur or continue.
Removed
General economic factors that are beyond our control, including, but not limited to, economic recessions, decreases in consumer confidence, reductions in consumer credit availability, increasing consumer debt levels, rising energy costs, higher tax rates, continued business layoffs, downsizing and industry slowdowns, and/or rising inflation, could have a negative impact on the business of our retail tenants.
Removed
In turn, this could have a material adverse effect on our business because current or prospective tenants may, among other things, (i) have difficulty paying their rent obligations as they struggle to sell goods and services to consumers, (ii) be unwilling to enter into or renew leases with us on favorable terms or at all, (iii) seek to terminate their existing leases with us or request rental concessions on such leases, or (iv) be forced to curtail operations or declare bankruptcy.
Removed
Political and economic uncertainty could have an adverse effect on our business. In the past year, microeconomic and macroeconomic conditions, including the fallout from the COVID-19 Pandemic, the war in Ukraine, supply-chain disruptions, and the recessionary outlook of the current financial markets, has increased volatility in the market and has caused a surge in already increasing inflation and interest rates.
Removed
We cannot predict how current political and economic uncertainty will affect our critical tenants, joint venture partners, lenders, financial institutions, and general economic conditions, including the health and confidence of the consumer and the volatility of the stock market.
Removed
Political and economic uncertainty poses a risk to us in that it may cause consumers to postpone discretionary spending in response to tighter credit, reduced consumer confidence and other macroeconomic factors affecting consumer spending behavior, resulting in a downturn in the business of our tenants.
Removed
In the event current political and economic uncertainty results in financial turmoil affecting the banking system and financial markets generally or significant financial service institution failures, there could be a new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency, and equity markets.
Removed
Each of these factors could adversely affect our financial condition, cash flows and results of operations. Inflation may adversely affect our financial condition, cash flows and results of operations.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−0 removed3 unchanged
Biggest changeThe following table provides information related to the 2020 Plan as of December 31, 2022: Equity Compensation Plan Information (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders — $ — 1,540,116 Equity compensation plans not approved by security holders — — — Total — $ — 1,540,116 Remaining Common Shares available under the 2020 Plan are as follows: Outstanding Common Shares as of December 31, 2022 95,120,773 Outstanding OP Units as of December 31, 2022 5,135,755 Total Outstanding Common Shares and OP Units 100,256,528 Common Shares and OP Units pursuant to the 2020 Plan 2,829,953 Less: Issuance of Restricted Shares and LTIP Units Granted (1,289,837 ) Number of Common Shares remaining available 1,540,116 40 Share Price Performance The following graph compares the cumulative total shareholder return for our Common Shares for the period commencing December 31, 2017, through December 31, 2022, with the cumulative total return on the Russell 2000 Index (“Russell 2000”), the NAREIT All Equity REITs Index (the “All Equity”) and the NAREIT Equity Shopping Centers Index (the “Equity Shopping Centers”) (previously SNL REIT Shopping Center Index which was discontinued) over the same period.
Biggest changeThe following table provides information related to the 2020 Plan and the Amended and Restated 2020 Plan as of December 31, 2023: Equity Compensation Plan Information (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders — $ — 3,804,345 Equity compensation plans not approved by security holders — — — Total — $ — 3,804,345 Remaining Common Shares available under the 2020 Plan and the Amended and Restated 2020 Plan are as follows: Outstanding Common Shares as of December 31, 2023 95,361,676 Outstanding OP Units as of December 31, 2023 5,346,042 Total Outstanding Common Shares and OP Units 100,707,718 Common Shares and OP Units pursuant to the 2020 Plan and Amended and Restated 2020 Plan 5,929,953 Less: Issuance of Restricted Shares and LTIP Units Granted (2,125,608 ) Number of Common Shares remaining available 3,804,345 41 Share Price Performance The following performance graph compares the cumulative total shareholder return for our Common Shares for the five-year period commencing December 31, 2018, through December 31, 2023, with the cumulative total return on the Russell 2000 Index (“Russell 2000”), the FTSE NAREIT All Equity REITs Index (the “All Equity REITs”) and the FTSE NAREIT Equity Shopping Centers Index (the “Equity Shopping Centers”) (previously SNL REIT Shopping Center Index which was discontinued) over the same period.
Total return values for the Russell 2000, the All Equity, the Equity Shopping Centers and the Common Shares were calculated based upon cumulative total return assuming the investment of $100.00 in each of the Russell 2000, the All Equity, the Equity Shopping Centers and our Common Shares on December 31, 2017, and assuming reinvestment of dividends.
Total return values for the Russell 2000, the All Equity REITs, the Equity Shopping Centers and the Common Shares were calculated based upon cumulative total return assuming the investment of $100.00 in each of the Russell 2000, the All Equity REITs, the Equity Shopping Centers and our Common Shares on December 31, 2018, and assuming reinvestment of dividends.
Market Information, Dividends and Holders of Record of our Common Shares At February 15, 2023, there were 251 holders of record of our Common Shares, which are traded on the New York Stock Exchange under the symbol “AKR.” Our quarterly dividends are discussed in Note 10 and the characterization of such dividends for federal income tax purposes is discussed in Note 14 .
Market Information, Dividends and Holders of Record of our Common Shares At February 13, 2024, there were 247 holders of record of our Common Shares, which are traded on the New York Stock Exchange under the symbol “AKR.” Our quarterly dividends are discussed in Note 10 and the characterization of such dividends for federal income tax purposes is discussed in Note 14 .
Securities Authorized for Issuance Under Equity Compensation Plans Our 2020 Share Incentive Plan (the “2020 Plan”) which was approved by our shareholders at the 2020 annual shareholders’ meeting, authorizes us to issue options, restricted shares, LTIP Units and other securities (collectively, the “Awards”) to, among others, the Company’s officers, trustees, and employees up to a total of 2,829,953 Common Shares (on a converted basis).
Securities Authorized for Issuance Under Equity Compensation Plans Our 2020 Share Incentive Plan (the “2020 Plan”) which was approved by our shareholders at the 2020 annual shareholders’ meeting, and Amended and Restated 2020 Share Incentive Plan (the “Amended and Restated 2020 Plan”) which was approved by our shareholders at the 2023 annual shareholders’ meeting, authorizes us to issue options, restricted shares, LTIP Units and other securities (collectively, the “Awards”) to, among others, the Company’s officers, trustees, and employees up to a total of 3,883,564 Common Shares (on a converted basis).
See Note 13 for a discussion of the 2020 Plan.
See Note 13 for a discussion of the 2020 Plan and the Amended and Restated 2020 Plan.
Issuer Purchases of Equity Securities The Company maintains a share repurchase program which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program may be discontinued or extended at any time. The Company repurchased 1,219,065 shares for $22.4 million, inclusive of fees, during the year ended December 31, 2020.
Issuer Purchases of Equity Securities The Company maintains a share repurchase program which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program may be discontinued or extended at any time. The Company did not repurchase any shares during the years ended December 31, 2023, 2022 or 2021.
The Company did not repurchase any shares during the years ended December 31, 2022 or 2021. As of December 31, 2022, management may repurchase up to approximately $122.5 million of the Company’s outstanding Common Shares under this program. 41
As of December 31, 2023, management may repurchase up to approximately $122.5 million of the Company’s outstanding Common Shares under this program.
At December 31, Index 2017 2018 2019 2020 2021 2022 Acadia Realty Trust $ 100.00 $ 90.60 $ 103.08 $ 57.63 $ 91.27 $ 62.81 Russell 2000 Index 100.00 88.99 111.70 134.00 153.85 122.41 NAREIT All Equity REITs Index 100.00 95.96 123.46 117.14 165.51 124.22 NAREIT Equity Shopping Centers Index 100.00 85.45 106.84 77.31 127.60 111.60 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.
Source: S&P Global Market Intelligence At December 31, Index 2018 2019 2020 2021 2022 2023 Acadia Realty Trust $ 100.00 $ 113.78 $ 63.61 $ 100.74 $ 69.32 $ 86.21 Russell 2000 Index 100.00 125.53 150.58 172.90 137.56 160.85 FTSE NAREIT All Equity REITs Index 100.00 128.66 122.07 172.49 129.45 144.16 FTSE NAREIT Equity Shopping Centers Index 100.00 125.03 90.47 149.32 130.60 146.32 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

3 edited+8 added−101 removed3 unchanged
Biggest changeWe focus on the following fundamentals to achieve this objective: • Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely populated metropolitan areas and create value through accretive development and re-tenanting activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the asset class as part of our Core asset recycling and acquisition initiative. • Generate additional external growth through an opportunistic yet disciplined acquisition program within our Funds.
Biggest changeWe focus on the following fundamentals to achieve this objective: • Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely populated metropolitan areas and create value through accretive development and re-tenanting activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the asset class as part of our Core asset recycling and acquisition initiative. • Generate additional external growth through an opportunistic yet disciplined acquisition program.
Properties for a summary of our wholly-owned and partially-owned retail properties and their physical occupancies at December 31, 2022. The majority of our operating income is derived from rental revenues from operating properties, including expense recoveries from tenants, offset by operating and overhead expenses.
Properties for a summary of our wholly-owned and partially-owned retail properties and their physical occupancies at December 31, 2023. The majority of our operating income is derived from rental revenues from operating properties, including expense recoveries from tenants, offset by operating and overhead expenses.
ITEM 6. [ RESERVED] Not applicable. 42 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW As of December 31, 2022, there were 202 properties, which we own or have an ownership interest in, within our Core Portfolio and Funds.
ITEM 6. [ RESERVED] Not applicable. 42 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW As of December 31, 2023, there were 201 properties, which we own or have an ownership interest in, within our Core Portfolio and Funds.
Removed
SIGNIFICANT DEVELOPMENTS DURING THE year ended December 31, 2022 Acquisitions During the year ended December 31, 2022, we made four new consolidated investments in our Core Portfolio and Fund V acquired three unconsolidated properties totaling $425.0 million, inclusive of transaction costs, as described below ( Note 2 ). • On January 12, 2022, we acquired a retail condominium referred to as 121 Spring Street located in Soho, New York City, for $39.6 million, inclusive of transaction costs. • On February 18, 2022, we invested $97.8 million in a group of properties referred to as the Williamsburg Collection located in Brooklyn, New York. • On March 2, 2022, we acquired a single-tenant retail building referred to as 8833 Beverly Boulevard located in West Hollywood, California, for $24.1 million, inclusive of transaction costs. • On March 21, 2022, Fund V acquired a 90% interest in an unconsolidated venture.
Added
Inflation and Economic Condition Considerations The economy continues to face several issues including geopolitical conditions and instability, the Gaza-Israel conflict, the war in Ukraine, the fallout from the COVID-19 Pandemic, supply-chain disruptions, and the recessionary outlook of the current financial markets, which has increased volatility in the market and has caused a surge in interest rates in a period of high inflation.
Removed
The venture purchased a shopping center referred to as Wood Ridge Plaza located in Houston, Texas, for $49.3 million, inclusive of transaction costs. • On March 30, 2022, Fund V acquired a 90% interest in an unconsolidated venture.
Added
While we have not experienced any material negative impacts at this time, we are actively managing our business to respond to the ongoing economic and social impact from such events.
Removed
The venture purchased a shopping center referred to as La Frontera Village located in Round Rock, Texas, for $81.4 million, inclusive of transaction costs. 43 • On April 18, 2022, we acquired a group of properties referred to as the Henderson Portfolio located in Dallas, Texas for $85.2 million inclusive of transaction costs. • On August 22, 2022, Fund V acquired a 90% interest in an unconsolidated venture.
Added
We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants.
Removed
The venture purchased a shopping center referred to as Shoppes at South Hills located in Poughkeepsie, New York, for $47.6 million, inclusive of transaction costs. On June 27, 2022, we made an $18.5 million investment in Fund II and Mervyns II increasing our ownership in each by 11.67% to 40.00%.
Added
Most of our leases require tenants to pay their share of operating expenses, including real estate taxes, insurance, utilities, and common area maintenance of the shopping centers, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.
Removed
Additionally, on August 1, 2022, we made an additional $5.8 million investment in Fund II and increased our ownership by 21.67% to 61.67% (Note 1 ). As the Company retained its controlling interest in Fund II and Mervyns II, we accounted for these additional investments as equity transactions.
Added
These provisions are designed to partially mitigate the impact of inflation; however, current inflation levels are greater than the contractual rent increases we obtain from our tenant base.
Removed
In addition, and as discussed below, Fund III obtained the venture partner's interest in its 640 Broadway investment through a foreclosure proceeding and subsequently consolidated the property ( Note 2 , Note 4 ). On January 27, 2023, Fund V acquired a 90% interest in an unconsolidated venture.
Added
As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.
Removed
The venture purchased a shopping center referred to as Mohawk Commons in Schenectady, New York, for $62.1 million, inclusive of transaction costs ( Note 17 ).
Added
While interest rate increases enacted by the Federal Reserve have had a significant impact on interest rate indexes such as SOFR and the Prime Rate, as of December 31, 2023, approximately 77.3%, or 86.7% at our pro-rata share, of our outstanding debt is fixed or effectively fixed interest rate, with the remaining 22.7%, or 13.3% at our pro-rata share, indexed to SOFR or Prime plus an applicable margin per the loan agreement.
Removed
Dispositions of Real Estate During the year ended December 31, 2022, we disposed of one Core property and one Core land parcel, five consolidated Fund properties and one land parcel, and two unconsolidated investments, as follows: • On January 26, 2022, Fund IV sold its consolidated Mayfair Shopping Center for $23.7 million, repaid the related mortgage of $11.3 million and recognized a gain of $7.1 million, of which the Company's proportionate share was $1.8 million ( Note 2 ). • On February 1, 2022, Fund V sold a land parcel at its consolidated New Town Center property for $2.2 million, and recognized a gain of $1.8 million, of which the Company’s proportionate share was $0.4 million.
Added
We were also counterparty to 36 interest rate swap agreements and four interest rate cap agreements, all of which qualify for and are designated as hedging instruments. This helps to alleviate the impact of rising interest rates on our operations. The Company continues to monitor economic, financial, and social conditions and will assess its asset portfolio for any impairment indicators.
Removed
Fund V used a portion of the proceeds to repay $1.1 million of the property's mortgage ( Note 2 ). • On February 9, 2022, Fund III sold its consolidated Cortlandt Crossing property for $65.5 million and repaid the related debt of $34.5 million.
Removed
Fund III recognized a gain of $13.3 million, of which the Company's proportionate share was $7.1 million ( Note 2 ). • On March 4, 2022, Fund IV sold its consolidated Dauphin Plaza property for $21.7 million and repaid the related debt of $12.0 million.
Removed
Fund IV recognized a gain of $6.6 million, of which the Company's proportionate share was $1.7 million ( Note 2 ). • On March 9, 2022, we sold our interest in Self Storage Management, for $6.0 million and recognized a gain of $1.5 million ( Note 4 ).
Removed
We acquired Fund III's unconsolidated interest in Self Storage Management from the shareholders of Fund III earlier in the quarter. • On May 25, 2022, Fund IV sold its consolidated Lincoln Place shopping center for $40.7 million, repaid the related debt of $22.7 million and recognized a gain of $12.2 million, of which the Company's proportionate share was $3.0 million ( Note 2 ). • On August 24, 2022, Fund IV sold its consolidated Wake Forest Crossing property for $38.9 million and repaid the related debt of $20.7 million.
Removed
Fund IV recognized a gain of $8.9 million, of which the Company's proportionate share was $2.1 million ( Note 2 ). • On October 7, 2022, we sold a land parcel at our Henderson Avenue property for $3.0 million and recognized a loss of $0.2 million ( Note 2 ). • On October 13, 2022, Fund IV sold its unconsolidated Promenade at Manassas property for a total of $46.0 million and repaid the related debt of $27.3 million.
Removed
Fund IV recognized a gain of $12.8 million, of which the Company's proportionate share was $3.0 million ( Note 4 ). • On December 13, 2022, we sold our 330-340 River Street properties for $26.4 million, repaid the related debt of $10.3 million and recognized a gain of $7.4 million ( Note 2 ). 44 We recognized aggregate gains of $57.1 million on the sales of the above properties, excluding the gain recognized on the sale of our unconsolidated interest in Self Storage Management and Promenade at Manassas, during the year ended December 31, 2022, of which our share is $23.3 million.
Removed
In addition, during the third quarter of 2022, we entered into an agreement to sell a property for approximately $18.0 million. As this disposition is deemed probable within one year, this property has been classified as "held-for-sale" on the Company's consolidated balance sheet ( Note 17 ).
Removed
Financing Activity During the year ended December 31, 2022, we effected the following financing activities ( Note 7 ): • entered into a new $175.0 million term loan (the “$175.0 Million Term Loan”) and an additional $75.0 million term loan facility (the “$75.0 Million Term Loan”); • entered into one new mortgage at Fund properties for $42.4 million and two new mortgages at unconsolidated properties ( Note 4 ) totaling $87.8 million; • modified and extended ten Fund mortgages of $280.6 million, one mortgage at an unconsolidated property of $24.4 million ( Note 4 ), the Fund IV Bridge Loan which had an outstanding balance $42.2 million (excluding principal reduction of $8.6 million) prior to modification, and the Fund V subscription line which had an outstanding balance of $52.3 million prior to modification; • repaid two Core Portfolio mortgages of $22.6 million, six Fund mortgages in an aggregate amount of $110.0 million, and one mortgage of $27.3 million at an unconsolidated property in connection with the sales of properties ( Note 2 , Note 4 ); • refinanced a Core loan in the third quarter with an outstanding balance of $25.4 million; • refinanced a Fund II mortgage and unsecured note collateralized by the real estate assets of City Point in the third quarter with an outstanding balance of $257.9 million and $40.0 million, respectively, with a single $198.0 million mortgage loan and initial proceeds of $132.3 million; and • made principal payments of $7.5 million and repaid $17.0 million on the Fund IV bridge facility.
Removed
The Operating Partnership has a $700.0 million senior unsecured credit facility, as amended (the “Credit Facility”), with Bank of America, N.A. as administrative agent, comprised of a $300.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and a $400.0 million senior unsecured term loan (the “Term Loan”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating.
Removed
Currently, the Revolver bears interest at SOFR + 1.50% and the Term Loan bears interest at SOFR + 1.65%. The Revolver matures on June 29, 2025, subject to two six-month extension options, and the Term Loan matures on June 29, 2026.
Removed
The Credit Facility provides for an accordion feature, which allows for one or more increases in the revolving credit facility or term loan facility, for a maximum aggregate principal amount not to exceed $900.0 million. The Credit Facility is guaranteed by the Company and certain subsidiaries of the Company.
Removed
On April 6, 2022, the Operating Partnership entered into the $175.0 million term loan facility, with Bank of America, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and which matures on April 6, 2027.
Removed
The proceeds of the $175.0 million term loan were used to pay down the Revolver. Currently the $175.0 million term loan bears interest at SOFR + 1.60%. The $175.0 million term loan is guaranteed by the Company and certain subsidiaries of the Company.
Removed
On July 29, 2022, the Operating Partnership entered into the $75.0 million term loan, with TD Bank, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating and which matures on July 29, 2029. Currently the $75.0 million term loan bears interest at SOFR + 2.05%.
Removed
The proceeds of the $75.0 million term loan were used to pay down the Revolver. The $75.0 million term loan is guaranteed by the Company and certain subsidiaries of the Company.
Removed
Structured Financing Investments During the year ended December 31, 2022, we: • received full payment on a $16.0 million and a $13.5 million first mortgage loan, respectively ( Note 3 ); • extended one note receivable maturity date for one year ( Note 3 ); 45 • originated a loan to other Fund II investors ("City Point Loan") of $65.9 million ( Note 10 ).
Removed
Fund V originated a temporary bridge loan of $52.0 million to an unconsolidated venture in the first quarter, which was repaid during the second quarter, and originated a temporary bridge loan of $31.7 million to an unconsolidated venture in the third quarter ( Note 4 ); • funded $7.5 million of a $12.8 million construction loan commitment to an unconsolidated venture ( Note 4 ); and • through an affiliate of Fund III foreclosed upon its $5.3 million note receivable, which had previously been in default.
Removed
We have one Core Portfolio note receivable that remains in default ( Note 3 ); ATM Program Activity We sold 5,525,419 Common Shares under our ATM Program during the year ended December 31, 2022 for gross proceeds of $123.9 million, or $119.5 million net of issuance costs, at a weighted-average gross price per share of $22.43 ( Note 10 ).
Removed
Albertsons On January 20, 2023, Mervyns II received cash dividends totaling $28.2 million related to the special dividend received from its investment in Albertsons Companies Inc. ("Albertsons") ( Note 4 ). The special dividend was originally scheduled to be paid on November 7, 2022 and was delayed by a temporary restraining order which enjoined Albertsons from paying the special dividend.
Removed
The Company's proportionate share of the special dividend was $11.3 million.
Removed
The special dividend will be recognized in the first quarter of 2023 given the uncertainty that existed as of December 31, 2022, which was resolved following the lifting of the temporary restraining order by the Supreme Court of the State of Washington on January 17, 2023 ( Note 17 ).
Removed
Fund II and City Point Refinancing During the second and third quarter, we further increased our effective ownership in Fund II from 28.33% to 61.67% ( Note 1 ). The purchase price of the combined 33.34% interest was $120.8 million, inclusive of $112.0 million of assumed obligations. Additionally, in August 2022, through Fund II, we refinanced and de-levered City Point.
Removed
The outstanding mortgage debt of $257.9 million and term loan of $40.0 million were refinanced with a single mortgage loan of $198.0 million, with initial proceeds of $132.2 million ( Note 7 ).
Removed
We provided a loan, through a separate lending subsidiary, to other Fund II investors in City Point, through a separate borrower subsidiary, to fund the investors' pro rata contribution necessary to complete the refinancing of the City Point debt, of which $65.9 million was funded at closing ("City Point Loan") ( Note 3 ).
Removed
In addition, the remaining partners have certain redemption rights that could enable us to further increase our ownership in Fund II ( Note 10 ). 46 RESULTS OF OPERATIONS See Note 12 in the Notes to Consolidated Financial Statements for an overview of our three reportable segments.
Removed
Comparison of Results for the Year Ended December 31, 2022 to the Year Ended December 31, 2021 The results of operations by reportable segment for the year ended December 31, 2022 compared to the year ended December 31, 2021 are summarized in the table below (in millions, totals may not add due to rounding): Year Ended Year Ended December 31, 2022 December 31, 2021 Increase (Decrease) Core Funds SF Total Core Funds SF Total Core Funds SF Total Revenues $ 202.5 $ 123.7 $ — $ 326.3 $ 181.3 $ 111.2 $ — $ 292.5 $ 21.2 $ 12.5 $ — $ 33.8 Depreciation and amortization (75.6 ) (60.3 ) — (135.9 ) (69.1 ) (54.3 ) — (123.4 ) 6.5 6.0 — 12.5 Property operating expenses, other operating and real estate taxes (60.3 ) (41.6 ) — (101.9 ) (57.0 ) (41.9 ) — (98.9 ) 3.3 (0.3 ) — 3.0 General and administrative expenses — — — (44.1 ) — — — (40.1 ) — — — 4.0 Impairment charges — (33.3 ) — (33.3 ) — (9.9 ) — (9.9 ) — 23.4 — 23.4 Gain on disposition of properties 7.2 49.9 — 57.2 4.6 5.9 — 10.5 2.6 44.0 — 46.7 Operating income 73.9 38.4 — 68.2 59.9 10.9 — 30.7 14.0 27.5 — 37.5 Interest income — — 14.6 14.6 — — 9.1 9.1 — — 5.5 5.5 Equity in (losses) earnings of unconsolidated affiliates (45.9 ) 13.0 — (32.9 ) 0.4 5.0 — 5.3 (46.3 ) 8.0 — (38.2 ) Interest expense (37.9 ) (42.3 ) — (80.2 ) (29.5 ) (38.6 ) — (68.0 ) 8.4 3.7 — 12.2 Realized and unrealized holding gains (losses) on investments and other 1.2 (35.6 ) (0.6 ) (35.0 ) — 53.7 (4.5 ) 49.1 1.2 (89.3 ) 3.9 (84.1 ) Income tax provision — — — — — — — (0.1 ) — — — 0.1 Net (loss) income (8.8 ) (26.4 ) 14.0 (65.3 ) 30.8 30.9 4.5 26.0 (39.6 ) (57.3 ) 9.5 (91.3 ) Net loss attributable to redeemable noncontrolling interests — 5.5 — 5.5 — — — — — (5.5 ) — (5.5 ) Net loss (income) attributable to noncontrolling interests 1.0 23.3 — 24.3 (2.3 ) (0.2 ) — (2.5 ) (3.3 ) (23.5 ) — (26.8 ) Net (loss) income attributable to Acadia $ (7.8 ) $ 2.4 $ 14.0 $ (35.4 ) $ 28.5 $ 30.7 $ 4.5 $ 23.5 $ (36.3 ) $ (28.3 ) $ 9.5 $ (58.9 ) Core Portfolio The results of operations for our Core Portfolio segment are depicted in the table above under the headings labeled “Core.” Segment net income attributable to Acadia for our Core Portfolio decreased $36.3 million for the year ended December 31, 2022 compared to the prior year as a result of the changes further described below.
Removed
Revenues for our Core Portfolio increased $21.2 million for the year ended December 31, 2022 compared to the prior year primarily due to (i) $15.1 million from Core Portfolio property acquisitions in 2021 and 2022 ( Note 2 ), (ii) $2.2 million from lease up within the Core Portfolio, (iii) $2.1 million collection of cash for a fully reserved tenant, (iv) $1.8 million from the write off of two tenant's below market leases, and (v) $0.9 million from the conversion of tenants from cash to accrual basis.
Removed
These increases were offset by a $0.9 million credit loss benefit related to the collection of previously reserved tenants accounts in 2021. Depreciation and amortization for our Core Portfolio increased $6.5 million for the year ended December 31, 2022 compared to the prior year primarily due to Core Portfolio acquisitions in 2021 and 2022.
Removed
Property operating expenses, other operating and real estate taxes for our Core Portfolio increased $3.3 million for the year ended December 31, 2022 compared to the prior year primarily due to Core Portfolio property acquisitions in 2021 and 2022.
Removed
The gain on disposition of properties for our Core Portfolio of $7.2 million for the year ended December 31, 2022 relates to the sale of 330-340 River Street of $7.4 million offset by a loss of $0.2 million for the sale of the Henderson Parcel.
Removed
The gain on disposition of properties for our Core Portfolio of $4.6 million for the year ended December 31, 2021 relates to the sale of 60 Orange Street ( Note 3 ).
Removed
Equity in (losses) earnings of unconsolidated affiliates for our Core Portfolio decreased $46.3 million for the year ended December 31, 2022 compared to the prior year primarily due to the Company's $50.8 million proportionate share of an impairment charge at 840 N. Michigan Avenue 47 ( Note 4 ).
Removed
This decrease was offset by (i) a $2.2 million decrease in credit loss reserves in 2022 at unconsolidated properties related to the COVID-19 Pandemic, and (ii) $1.3 million for the acceleration of a below market tenant lease at a property in 2022.
Removed
Interest expense for our Core Portfolio increased $8.4 million for the year ended December 31, 2022 compared to the prior year primarily due to $7.1 million from higher average outstanding borrowings in 2022, and by $1.3 million higher average interest rates in 2022.
Removed
Realized and unrealized holding gains (losses) on investments and other for our Core Portfolio includes $1.2 million related to the bargain purchase gain on the acquisition of the Williamsburg Collection ( Note 2 ).
Removed
Net loss attributable to noncontrolling interests for our Core Portfolio decreased $3.3 million for the year ended December 31, 2022 compared to the prior year based on the noncontrolling interests’ share of the variances discussed above.
Removed
Funds The results of operations for our Funds segment are depicted in the table above under the headings labeled “Funds.” Segment net income attributable to Acadia for the Funds decreased $28.3 million for the year ended December 31, 2022 compared to the prior year as a result of the changes described below.
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Revenues for the Funds increased $12.5 million for the year ended December 31, 2022 compared to the prior year primarily due to (i) $13.7 million from consolidated Fund property acquisitions in 2021 (Note 2), (ii) $4.4 million related to the completion and rent commencement from development projects placed in service during 2021, (iii) $4.0 million from new tenant lease up, and (iv) a $3.0 million increase from the consolidation of a previously unconsolidated investment.
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These increases were offset by a $11.4 million decrease from consolidated Fund property dispositions in 2021 and 2022 and $1.0 million decrease due to reversals of credit loss reserves in 2021.
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Depreciation and amortization for the Funds increased $6.0 million for the year ended December 31, 2022 compared to the prior year primarily due to Fund property acquisitions in 2021 ( Note 2 ). Impairment charges for the Funds increased $23.4 million for the year ended December 31, 2022 compared to the prior year ( Note 8 ).
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Impairment charges totaling $33.3 million during 2022 relate to 146 Geary Street and 717 N. Michigan Avenue in Fund IV. Impairment charges totaling $9.9 million in 2021 related to 27 East 61st Street and 210 Bowery in Fund IV.
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Gain on disposition of properties for the Funds increased $44.0 million for the year ended December 31, 2022 compared to the prior year due to the sales of Cortlandt Crossing at Fund III, Wake Forest Crossing, Lincoln Place, Mayfair and Dauphin at Fund IV, and a New Towne outparcel at Fund V in 2022 compared to the dispositions of 654 Broadway at Fund III, and the NE Grocer Portfolio and 110 University at Fund IV in 2021 ( Note 2, Note 11 ).
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Equity in (losses) earnings of unconsolidated affiliates for the Funds increased $8.0 million for the year ended December 31, 2022 compared to the prior year due to the $12.8 million gain on sale of Promenade at Manassas in 2022 offset by a $3.2 million gain on sale related to two land parcels at Riverdale Family Center in Fund V ( Note 5 ) in 2021.
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Interest expense for the Funds increased $3.7 million for the year ended December 31, 2022 compared to the prior year primarily due to $6.6 million from higher average rates in 2022, offset by $2.6 million from lower average outstanding borrowings in 2022.
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Realized and unrealized holding gains (losses) on investments and other for the Funds decreased $89.3 million for the year ended December 31, 2022 compared to the prior year primarily due to a $38.9 million mark-to-market unrealized loss on the Investment in Albertsons offset by $ 1.5 million related to the Company's proportionate share of the gain on sale of Fund III's interest in Self Storage Management ( Note 4 ) in 2022 compared to a $51.9 million mark-to-market unrealized gain on the Investment in Albertsons in 2021.
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Net loss (income) attributable to redeemable noncontrolling interests for the Funds increased $5.5 million for the year ended December 31, 2022 compared to the prior year due to the City Point Loan in 2022 ( Note 10 ).
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Net loss attributable to noncontrolling interests for the Funds decreased $23.5 million for the year ended December 31, 2022 compared to the prior year based on the noncontrolling interests’ share of the variances discussed above.
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Net loss attributable to noncontrolling interests in the Funds includes asset management fees earned by the Company of $9.5 million and $11.1 million for the years ended December 31, 2022 and 2021, respectively. 48 Structured Financing The results of operations for our Structured Financing segment are depicted in the table above under the headings labeled “SF.” Interest and other income for the Structured Financing portfolio increased $5.5 million for the year ended December 31, 2022 compared to the prior year period primarily due to new notes issued in 2021 and 2022 ( Note 3 ).
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Realized and unrealized holding gains (losses) on investments and other for the Structured Financing Portfolio increased $3.9 million for the year ended December 31, 2022 compared to the prior year due to a decrease in the allowance for credit loss. Unallocated The Company does not allocate general and administrative expense and income taxes to its reportable segments.
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These unallocated amounts are depicted in the table above under the headings labeled “Total.” Unallocated general and administrative expense increased $4.0 million for the year ended December 31, 2022 compared to the prior year due to $2.0 million related to acquisition costs ( Note 2 ) and $2.0 million from an increase in salaries.
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Discussions of 2020 items and comparisons between the year ended December 31, 2021 and 2020, respectively, that are not included in this Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
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NON-GAAP FI NANCIAL MEASURES Net Property Operating Income The following discussion of net property operating income (“NOI”) and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our Core Portfolio. Our Funds invest primarily in properties that typically require significant leasing and development.
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Given that the Funds are finite-life investment vehicles, these properties are sold following stabilization. For these reasons, we believe NOI and rent spreads are not meaningful measures for our Fund investments. NOI represents property revenues less property expenses.
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We consider NOI and rent spreads on new and renewal leases for our Core Portfolio to be appropriate supplemental disclosures of Core Portfolio operating performance due to their widespread acceptance and use within the REIT investor and analyst communities.
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NOI and rent spreads on new and renewal leases are presented to assist investors in analyzing our property performance, however, our method of calculating these may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
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A reconciliation of consolidated operating income to net operating income (loss) - Core Portfolio follows (in thousands): Year Ended December 31, 2022 2021 2020 Consolidated operating income (loss) $ 68,230 $ 30,656 $ (115,062 ) Add back: General and administrative 44,066 40,125 35,798 Depreciation and amortization 135,917 123,439 147,229 Impairment charges 33,311 9,925 85,598 Less: Above/below-market rent, straight-line rent and other adjustments (a) (20,182 ) (19,488 ) 13,581 Gain on disposition of properties (57,161 ) (10,521 ) (683 ) Consolidated NOI 204,181 174,136 166,461 Redeemable noncontrolling interest in consolidated NOI (1,919 ) — — Noncontrolling interest in consolidated NOI (57,957 ) (48,401 ) (46,316 ) Less: Operating Partnership's interest in Fund NOI included above (15,310 ) (12,337 ) (11,518 ) Add: Operating Partnership's share of unconsolidated joint ventures NOI (b) 14,965 13,811 15,659 NOI - Core Portfolio $ 143,960 $ 127,209 $ 124,286 a) Includes straight-line rent reserves.
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See Note 1 for additional information about straight-line rent reserves and adjustments for the periods presented. b) Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within the Funds. 49 Same-Property NOI includes Core Portfolio properties that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, redeveloped and developed during these periods.
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The following table summarizes Same-Property NOI for our Core Portfolio (in thousands): Year Ended December 31, 2022 2021 Core Portfolio NOI $ 143,960 $ 127,209 Less properties excluded from Same-Property NOI (23,515 ) (13,954 ) Same-Property NOI $ 120,445 $ 113,255 Percent change from prior year period 6.3 % Components of Same-Property NOI: Same-Property Revenues $ 170,575 $ 165,841 Same-Property Operating Expenses (50,130 ) (52,586 ) Same-Property NOI $ 120,445 $ 113,255 Rent Spreads on Core Portfolio New and Renewal Leases The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on leases executed within our Core Portfolio for the periods presented.
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Cash basis represents a comparison of rent most recently paid on the previous lease as compared to the initial rent paid on the new lease. Straight-line basis represents a comparison of rents as adjusted for contractual escalations, abated rent, and lease incentives for the same comparable leases.
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The table below includes embedded option renewals for which the renewed rent was equal to or approximated existing base rent.
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Year Ended December 31, 2022 Core Portfolio New and Renewal Leases Cash Basis Straight- Line Basis Number of new and renewal leases executed 76 76 GLA commencing 713,312 713,312 New base rent $ 33.80 $ 34.85 Expiring base rent $ 30.68 $ 30.09 Percent growth in base rent 10.2 % 15.8 % Average cost per square foot (a) $ 15.65 $ 15.65 Weighted average lease term (years) 5.4 5.4 a) The average cost per square foot includes tenant improvement costs, leasing commissions and tenant allowances. 50 Funds from Operations We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be meaningful non-GAAP measure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe have aligned our sustainability practices to the Global Reporting Initiative (“GRI”) standards and to the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-Related Financial Disclosures (“TCFD”) frameworks.
Biggest changeWe continue to align our reporting with the Task Force on Climate-Related Financial Disclosures (“TCFD”), the Sustainability Accounting Standards Board (“SASB”), and Global Reporting Initiative (“GRI”) frameworks. We seek to align our ESG strategy and goals with certain United Nations Sustainable Development Goals ("UN SDGs"), such as goals to combat climate change and to promote the sustainability of our communities.
Anchor tenants pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property.
Anchor tenants pay a significant portion of total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property.
Structured Finance Program We also make investments in first mortgages and other notes receivable collateralized by real estate, (which we refer to as our Structured Finance Program) either directly or through entities having an ownership interest therein. Development and Redevelopment Activities As part of our investing strategy, we invest in real estate assets that may require significant development.
Structured Finance Program We also make investments in first mortgages and other notes receivable collateralized by real estate, (which we refer to as our Structured Finance Program or SF) either directly or through entities having an ownership interest therein. Development and Redevelopment Activities As part of our investing strategy, we invest in real estate assets that may require significant development.
We could be adversely affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, any of our key tenants, or in the event that any such tenant does not renew its leases as they expire or renews such leases at lower rental rates. See “ Item 2.
We could be adversely affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, any of our key tenants, or in the event that any such tenant does not renew its leases as they expire or renews such leases at lower rental rates. See Item 2.
In addition, the presence of such substances, or the failure to properly dispose of or remove such substances, may adversely impact our ability to sell or rent an affected property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions. 7 Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with the Americans with Disabilities Act of 1990, as amended (the "ADA").
In addition, the presence of such substances, or the failure to properly dispose of or remove such substances, may adversely impact our ability to sell or rent an affected property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions. 9 Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with the Americans with Disabilities Act of 1990, as amended (the "ADA").
Understanding climate-related risks in our portfolio enables us to implement mitigation measures, including increased insurance coverage and physical enhancements, such as waterproofing systems, as necessary.
Understanding climate-related risks to our portfolio enables us to implement mitigation measures, including increased insurance coverage and physical enhancements, such as waterproofing systems, as necessary.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed discussion of our consolidated and unconsolidated acquisitions, dispositions and financing activity for the year ended December 31, 2022. Core Portfolio Our Core Portfolio consists primarily of high-quality street retail and urban assets, as well as suburban properties located in high-barrier-to-entry, trade areas.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed discussion of our consolidated and unconsolidated acquisitions, dispositions and financing activity for the year ended December 31, 2023. Core Portfolio Our Core Portfolio consists primarily of high-quality street retail and urban assets, as well as suburban properties located in high-barrier-to-entry, trade areas.
We include a “green” clause into our standard form of retail leases to align tenant and landlord interests in promoting the sustainability of our properties, which provides for, among other requirements, cooperation on environmental and social initiatives, and upgrades. We are proud to be named a 2022 Green Lease Leader by the Institute for Market Transformation/the U.S.
We include a green clause into our standard form of retail leases to align tenant and landlord interests in promoting the sustainability of our properties, which provides for, among other requirements, cooperation on environmental and social initiatives, and upgrades. We are proud to be named a Green Lease Leader by the Institute for Market Transformation/the U.S.
Our operating results could be adversely affected if market conditions, such as an oversupply of space or a reduction in demand for real estate, occur in these areas. Our development and construction activities could affect our operating results. We intend to continue the selective development and construction of retail properties. See “
Our operating results could be adversely affected if market conditions, such as an oversupply of space or a reduction in demand for real estate, occur in these areas. Our development and construction activities could affect our operating results. We intend to continue selective development and construction of retail properties. See
The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Report. 11 ITEM 1A. RIS K FACTORS. Set forth below are the risk factors that we believe are material to our investors.
The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Report. 13 ITEM 1A. RIS K FACTORS. Set forth below are the risk factors that we believe are material to our investors.
Department of Energy’s Better Buildings Alliance and achieved gold status for using “green” leases to engage our tenants in making our properties more sustainable. Our sustainable practices extend to our corporate offices where we have adopted energy reduction, waste management and water conservation initiatives.
Department of Energy’s Better Buildings Alliance and achieved gold status for using green leases to engage our tenants in making our properties more sustainable. Our sustainable practices extend to our corporate offices where we have adopted energy reduction, waste management and water conservation initiatives.
Properties—Major Tenants ” for quantified information with respect to the percentage of our minimum rents received from major tenants. 12 Anchor tenants and co-tenancy are crucial to the success of retail properties and vacated anchor space directly and indirectly affects our rental revenues. Certain of our properties are supported by “anchor” tenants.
Properties—Major Tenants for quantified information with respect to the percentage of our minimum rents received from major tenants. Anchor tenants and co-tenancy are crucial to the success of retail properties and vacated anchor space directly and indirectly affects our rental revenues. Certain of our properties are supported by “anchor” tenants.
See “ Item 2. Properties—Major Tenants ”. The bankruptcy of, or a downturn in the business of, any of our major tenants or a significant number of our smaller tenants may adversely affect our financial condition, cash flows, results of operations and property values.
See Item 2. Properties—Major Tenants . 14 The bankruptcy of, or a downturn in the business of, any of our major tenants or a significant number of our smaller tenants may adversely affect our financial condition, cash flows, results of operations and property values.
The ESG Committee meets regularly, at least quarterly, and provides periodic updates on our ESG program to our Chief Executive Officer and the Board. We maintain a robust Enterprise Risk Management (“ERM”) plan to identify and formulate responses to the most critical risks to operations, including those related to climate change and environmental impact.
The ESG Committee meets regularly, at least quarterly, and provides periodic updates on our ESG program to our Chief Executive Officer and the Board. We maintain an Enterprise Risk Management (“ERM”) plan to identify and formulate responses to the most critical risks to operations, including those related to climate change and environmental impact.
As of December 31, 2022, two of our nine independent trustees are female and one independent trustee represents racial and ethnic diversity. Additionally, we regularly monitor developments in the area of corporate governance and seek to enhance our corporate governance structure based upon a review of new developments and recommended best practices, considering investor feedback.
As of December 31, 2023, two of our eight independent trustees are female and one independent trustee represents racial and ethnic diversity. Additionally, we regularly monitor developments in the area of corporate governance and seek to enhance our corporate governance structure based upon a review of new developments and recommended best practices, considering investor feedback.
The Committee annually reviews the composition of the Board and recommends measures to ensure the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity of backgrounds to enable the Company to execute its strategic plan and achieve its objectives.
The Committee annually reviews the composition of the Board and recommends measures to seek to achieve the appropriate balance of knowledge, experience, skills, expertise, and diversity of backgrounds on the Board to enable the Company to execute its strategic plan and achieve its objectives.
We derive significant revenues from a concentration of 20 key tenants which occupy space at more than one property and collectively account for approximately 19.3% of our consolidated revenue.
We derive significant revenues from a concentration of 20 key tenants, which occupy space at more than one property and collectively account for approximately 17.8% of our consolidated revenue.
Our energy reduction strategy is complemented by our renewable energy strategy which seeks to incorporate the use of electricity sourced from on-site and off-site renewable energy projects, such as solar and wind, for the landlord-controlled common areas of our properties.
Our energy efficiency strategy is complemented by our renewable energy strategy which seeks to incorporate the use of electricity sourced from renewable energy projects, such as solar and wind, for the landlord-controlled common areas of our properties.
Governance highlights include: opt-out of the Board self-classification provisions of Subtitle 8; no shareholder rights plan; annual election of trustees; majority voting standard for trustees in uncontested elections with a resignation policy if an incumbent trustee fails to receive the required vote for re-election; independent and diverse Board with a lead independent trustee; regular succession planning; risk oversight by the full Board and committees; claw-back, anti-hedging and anti-pledging policies; annual Say-on-Pay vote; and shareholders’ ability to call a special meeting.
Governance highlights include: opt-out of the Board self-classification provisions of Subtitle 8; no shareholder rights plan; annual election of trustees; majority voting standard for trustees in uncontested elections with a resignation policy if an incumbent trustee fails to receive the required vote for re-election; independent and diverse Board with a lead independent trustee; regular succession planning; risk oversight by the full Board and committees; claw-back, anti-hedging and anti-pledging policies; annual Say-on-Pay vote; and shareholders’ ability to call a special meeting. 12 Our Corporate Governance Guidelines and associated policies mandate an elevated level of excellence from our company, the Board and management.
For additional details regarding our DEI Program, as well as employee engagement, employee training and development, and employee health and wellness initiatives, see Item 1 . Human Capital. Employee volunteerism and philanthropy program are key areas of focus for our company. We engage with local charitable and volunteer organizations to connect with those in need and provide support.
For additional details regarding our DEI Program, as well as employee engagement, employee training and development, and employee health and wellness initiatives, see Item 1. Business - Human Capital. Our company supports employee volunteerism and philanthropy. We engage with local charitable and volunteer organizations to connect with those in need and provide support to our communities.
We are committed to fostering an energized and motivated workforce through programs and benefits that promote employee satisfaction, advancement, equity, and inclusion. As of December 31, 2022, we had 115 employees, of whom 94 were located at our executive office and 21 were located at regional property management offices. During 2022, our total turnover rate was approximately 23%.
We are committed to fostering an energized and motivated workforce through programs and benefits that promote employee satisfaction, advancement, equity, and inclusion. As of December 31, 2023, we had 117 employees, of whom 95 were located at our executive office and 22 were located at regional property management offices. During 2023, our total turnover rate was approximately 11%.
In addition, certain assets may require redevelopment to meet the demand of changing markets. As of December 31, 2022, there were two Fund and two Core Portfolio development projects and five Core Portfolio redevelopment projects. During the year ended December 31, 2022, we placed a portion of two Fund development properties into service and placed two Core properties into development.
In addition, certain assets may require redevelopment to meet the demand of changing markets. As of December 31, 2023, there were two Core Portfolio and one Fund development projects, and eight Core Portfolio and one Fund redevelopment projects. During the year ended December 31, 2023, we placed three Core Portfolio properties into redevelopment and one Fund Portfolio property into service.
For standing investments, we analyze climate-related physical and transition risks and we consider any identified risks as part of our enterprise risk management and budgeting, and capital improvements processes. Climate-related physical and transition risks are also assessed as part of the due diligence process for acquisitions.
We are building the resiliency of our portfolio to the physical and transition risks of climate change. For standing investments, we analyze climate-related physical and transition risks and we consider any identified risks as part of our ERM budgeting, and capital improvements processes. Climate-related physical and transition risks are also assessed as part of the due diligence process for acquisitions.
We have significant exposure to the greater New York and Chicago metropolitan regions, from which we derive 38.2% and 24.6% of the annual base rents within our Core Portfolio, respectively. In addition, our Funds derive 32.8%, 22.6% and 22.2% of their annual base rents in the New York metropolitan, Southeast, and Northeast regions of the United States, respectively.
We have significant exposure to the greater New York and Chicago metropolitan regions, from which we derive 42.8% and 18.3% of the annual base rents within our Core Portfolio, respectively. In addition, our Funds derive 31.8%, 22.4% and 26.0% of their annual base rents in the New York metropolitan, Southeast, and Northeast regions of the United States, respectively.
As of December 31, 2022, women represent 50% of our employees, 32% of our management-level positions and 22% of the independent trustees on our board of trustees (the "Board"), and racially and ethnically diverse individuals represent 25% of our employees, 24% of our management-level positions, and 11% of the independent trustees on our Board.
As of December 31, 2023, women represent 49% of our employees, 36% of our management-level positions and 25% of the independent trustees on our board of trustees (the "Board"), and racially and ethnically diverse individuals represent 25% of our employees, 24% of our management-level positions, and 13% of the independent trustees on our Board.
Our water management program focuses on monitoring and reducing common area water consumption, while encouraging best water management practices by our tenants. We leverage technology to track and analyze our water consumption to identify and decrease excessive use. A majority of our properties benefit from the use of a landscape design focused on drought-resistant, native, pollinator-friendly plantings that save water.
We leverage technology to track and analyze water consumption at our properties to identify and decrease excessive use. A majority of our properties benefit from the use of a landscape design focused on drought-resistant, native, pollinator-friendly plantings that save water.
We support freedom of association as proclaimed in the Universal Declaration of Human Rights. 10 Governance We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, diversity, and transparency. All of our Board members stand for re-election every year.
Governance We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, diversity, and transparency. All of our Board members stand for re-election every year.
Costs associated with real estate investment, such as real estate taxes, insurance, and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property.
Our financial results depend primarily on leasing space at our properties to tenants on terms favorable to us. Costs associated with real estate investment, such as real estate taxes, insurance, and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property.
There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. See “ Item 2. Properties—Lease Expirations ” for additional information regarding the scheduled lease expirations in our portfolio.
There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. See Item 2. Properties—Lease Expirations for additional information regarding the scheduled lease expirations in our portfolio. In addition, current inflation levels are greater than the contractual rent increases we obtain from our tenant base.
If we are unable to anticipate and respond promptly to trends in the market because of the illiquid nature of real estate our occupancy levels and financial results could suffer. See the Risk Factor entitled, “Our ability to change our portfolio is limited because real estate investments are illiquid” below.
If we are unable to anticipate and respond promptly to trends in the market because of, among others, the illiquid nature of real estate our occupancy levels and financial results could suffer.
Such information is not incorporated by reference into, and is not part of this Report. Environmental We are committed to understanding the environmental impact of our operations and promoting environmental sustainability while maintaining high standards for our company and our stakeholders. We are building the resiliency of our portfolio to the physical and transition risks of climate change.
Below are some highlights of our ESG program. Additional information is available in our Proxy and Corporate Responsibility Report. Such information is not incorporated by reference into, and is not part of this Report. Environmental We are committed to understanding the environmental impact of our operations and promoting environmental sustainability while maintaining high standards for our company and our stakeholders.
The health and well-being of our tenants and their employees and customers are important to us. Our property operations professionals conduct regular inspections, repairs and improvements to maintain safe and secure shopping centers and enhance the retail experience. We strive to respect and promote human rights in accordance with the UN Guiding Principles on Business and Human Rights.
Our property managers conduct regular inspections, repairs and improvements to maintain safe and secure shopping centers and enhance the retail experience. We strive to respect and promote human rights in accordance with the UN Guiding Principles on Business and Human Rights. We support freedom of association as proclaimed in the Universal Declaration of Human Rights.
Our energy reduction strategy seeks to reduce energy consumption through a variety of measures, including through LED lighting, smart lighting controls upgrades in our parking areas, and smart thermostat installations in our vacant tenant spaces. For substantially all of our properties with landlord-controlled parking areas, we have installed LED parking lot lighting and smart lighting controls .
We prioritize energy efficiency to try to reduce the amount of GHG emissions generated by our properties. Our energy efficiency strategy seeks to reduce energy consumption through a variety of measures, including LED lighting, and smart lighting controls upgrades in our parking areas, and smart thermostat installations in our vacant tenant spaces.
The increase in Internet sales could result in a downturn in the business of our current tenants in their “brick and mortar” locations, adversely impacting their ability to satisfy their rent obligations, and could affect the way future tenants lease space. 13 While we devote considerable effort and resources to analyze and respond to tenant trends, preferences, and consumer spending patterns, we cannot predict with certainty what future tenants will want, what future retail spaces will look like and how much revenue will be generated at traditional “bricks and mortar” locations.
While we devote considerable effort and resources to analyze and respond to tenant trends, preferences, and consumer spending patterns, we cannot predict with certainty what future tenants will want, what future retail spaces will look like and how much revenue will be generated at traditional “bricks and mortar” locations.
In addition, we established a GHG emissions reduction goal for scope 1 and 2 emissions in our portfolio in an effort to reduce our exposure to, and our contribution to, the negative impacts of climate change. 9 We prioritize energy efficiency to try to reduce the amount of GHG emissions generated by our properties.
In addition, we established a GHG emissions reduction goal for scope 1 and 2 emissions in our portfolio in an effort to reduce our exposure to, and our contribution to, the negative impacts of climate change. See also Item 1A. Risk Factors — Climate change and natural disasters could adversely affect our properties and business.
From time to time, we also identify certain properties for disposition and redeploy the capital for acquisitions and for the repositioning of existing properties with greater potential for capital appreciation. Funds Our Fund investments consist of suburban shopping centers and urban retail assets structured as wholly-owned or jointly-owned investments.
From time to time, we also identify certain properties for disposition and redeploy the capital for acquisitions and for the repositioning of existing properties with greater potential for capital appreciation.
We value the importance of personal growth and encourage employees to participate in company events, health initiatives and training courses. We offer a comprehensive benefits package to all employees. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) Achievements and Initiatives We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance.
Our Wellness at Acadia Program advocates for, and provides resources regarding, nutrition, exercise, mental health, and workplace ergonomics. We offer a comprehensive benefits package to all eligible employees. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) Achievements and Initiatives We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance.
Our Corporate Governance Guidelines and associated policies mandate an elevated level of excellence from our company, the Board and management. Through transparency, alignment of interests, and removal of potential conflicts of interests, we ensure that our decisions and actions advance the interests of our shareholders, employees, and other stakeholders. We are diligent about cybersecurity risk management, strategy, and governance.
Through transparency, alignment of interests, and removal of potential conflicts of interests, we ensure that our decisions and actions advance the interests of our shareholders, employees, and other stakeholders.
We also encourage our employees to participate in company-sponsored events and to give back through time, effort, or monetary donations. We value the importance of community engagement through the facilitation of events at our properties. We engage in partnerships with local communities and non-profit organizations to host community events and fundraisers throughout our portfolio.
We value the importance of community engagement through the facilitation of events at our properties. We partner with local communities and non-profit organizations to host community events and fundraisers throughout our portfolio. The health and well-being of our tenants and their employees and customers are important to us.
Our DEI Program is focused on fostering a professional environment that fully embraces individuals with varied backgrounds, cultures, races, identities, ages, perspectives, beliefs, and values. The four pillars of our DEI Program are awareness, acknowledgment, acceptance and advancement, and our mission is to raise awareness of systemic inequities and promote initiatives to dismantle any such inequities.
Our DEI Program is focused on fostering a professional environment that fully embraces individuals with varied backgrounds, cultures, races, identities, ages, perspectives, beliefs, and values. Through education and awareness – including annual employee training on DEI topics such as unconscious bias and allyship – we are working to maintain a corporate culture that is characterized by respect, acceptance, and inclusivity.
We engage in renewable energy projects through leasing roof and parking lot space at our properties for solar panel arrays and electric vehicle charging stations. This contributes to the production of renewable energy for off-site consumption. Lastly, we are evaluating onsite offtake and using renewable energy credits (RECs).
We engage in renewable energy projects through leasing roof and parking lot space at our properties for solar panel arrays and electric vehicle charging stations. 11 Our water management program focuses on monitoring and reducing common area water consumption, while encouraging water management practices by our tenants.
Many of our real estate costs are fixed, even if income from our properties decreases, which would cause a decrease in net income. Our financial results depend primarily on leasing space at our properties to tenants on terms favorable to us.
See the Risk Factor entitled, “Our ability to change our portfolio is limited because real estate investments are illiquid” below. 15 Many of our real estate costs are fixed, even if income from our properties decreases, which would cause a decrease in net income.
We are committed to building our own talent pipeline. Through our summer internship program, we hope to plant the seeds for future growth and innovation. This program offers hands-on experience to students looking to specialize in the retail real estate industry and offers our company a fresh perspective.
Our senior management team focuses on succession planning for senior leadership and business unit lead roles and presents a succession plan to our Board annually. 10 Our summer internship program offers hands-on experience to students looking to specialize in the retail real estate industry and offers our company a fresh perspective.
We analyze the survey results to identify opportunity areas for enhancing employee satisfaction and engagement. 8 Training and Development We believe in investing in talent at all levels within our organization.
Employee Engagement We have been recognized as a Great Place to Work® based on employee satisfaction surveys for four consecutive years. We analyze the survey results to identify opportunity areas for enhancing employee satisfaction and engagement. Training and Development We continually invest in the training and development of our people.
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Through education and awareness – including compulsory unconscious bias training and training dedicated to allyship in 2022 – we are working to establish a corporate culture that is characterized by respect, acceptance, and inclusivity. We believe that we have an individual and institutional responsibility to observe, promote and protect DEI principles.
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Funds Our Fund investments, which are discretionary and consolidated, consist of suburban shopping centers and urban retail assets structured as wholly-owned by our Funds or through jointly-owned investments with the Funds.
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As part of our commitment to promoting DEI principles, we signed the CEO Action for Diversity & Inclusion pledge in 2020, which brings together more than 2,400 CEOs who have pledged to, among other initiatives: (i) cultivate environments that support open dialogue on DEI; (ii) implement unconscious bias education and training; (iii) share DEI programs and initiatives; and (iv) engage boards when developing and evaluating DEI strategies.
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We believe that we have an individual and institutional responsibility to observe, promote and protect DEI principles. As part of our commitment to promoting DEI principles, we signed the CEO Action for Diversity & Inclusion pledge in 2020, and since that year, our DEI Steering Committee has actively worked to establish goals and initiatives for our DEI program.
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We are committed to providing equal employment opportunities without regard to any actual or perceived characteristic protected by applicable local, state or federal laws, rules, or regulations. Employee Engagement We have been recognized as a Great Place to Work® based on employee satisfaction surveys for three consecutive years.
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Education opportunities are offered within our organization and through attendance at industry conferences, seminars, and company offered resources, like LinkedIn Learning. To promote career advancement, leadership training opportunities are available to managers and high-potential employees who are identified as possible successors for senior-level roles.
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Whether through property tours that allow employees to learn about the projects they work on, or through access to online learning tutorials, employees are encouraged to take full advantage of professional development opportunities. Our senior management team focuses on succession planning for senior leadership and business unit lead roles and presents a succession plan to our Board annually.
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We believe that mentorship within our organization supports employee development while building a sense of inclusion and increasing employee engagement and satisfaction.
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We attempt to recruit diverse candidates for our internship program through partnerships with external organizations. Health and Wellness All employees are eligible to participate in our Wellness Program which advocates for and provides resources regarding nutrition, exercise, mental health, and workplace ergonomics.
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We are committed to building our own talent pipeline and are thrilled that many of our interns return to Acadia to work with us as full-time employees. We seek to consider a diverse pool of candidates for our internship program through partnerships with external organizations.
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We seek to align our ESG strategy and goals with certain United Nations Sustainable Development Goals ("UN SDGs"), such as goals to combat climate change and to promote the sustainability of our communities. Below are some highlights of our ESG program. Additional information is available in our Proxy and Corporate Responsibility Report.
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Health and Wellness All of our employees are eligible to participate in our Wellness at Acadia Program, which is focused on education, awareness, and fitness classes, and is coordinated by our Wellness Team, comprised of members across our company with an active interest in wellness programming.
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Our Board is regularly briefed by management on cybersecurity risks and initiatives, and our employees are trained to help safeguard our systems from unauthorized access, including phishing and hacking. We conduct comprehensive monitoring of our computer networks and we maintain appropriate insurance coverage.
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As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.
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Risk factors pertaining to our Company generally fall within the following broad areas: • risks related to our business, properties and tenants ; • risks related to litigation, environmental matters and government regulation; • risks related to our management and structure; • risks related to our REIT status ; and • general risk factors .
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The increase in Internet sales could result in a downturn in the business of our current tenants in their “brick and mortar” locations, adversely impacting their ability to satisfy their rent obligations, and could affect the way future tenants lease space.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK. Information as of December 31, 2022 Our primary market risk exposure is to changes in interest rates related to our mortgage and other debt. See Note 7 in the Notes to Consolidated Financial Statements, for certain quantitative details related to our mortgage and other debt.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk of this Report. We maintain a share repurchase program that authorizes management, at its discretion, to repurchase up to $200.0 million of outstanding Common Shares. The program may be discontinued or extended at any time. We did not repurchase any shares during the years ended December 31, 2023, 2022 or 2021.
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Currently, we manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements.
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As of December 31, 2023, management may repurchase up to approximately $122.5 million of Common Shares under the program. See Note 10 . We also maintain an at-the-market equity issuance program (the "ATM Program") that provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an as-we-go basis to fund our capital needs.
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As of December 31, 2022, we had total mortgage and other notes payable of $1,805.4 million, excluding the unamortized premium of $0.3 million and unamortized debt issuance costs of $12.7 million, of which $1,440.8 million, or 79.8% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $364.6 million, or 20.2%, was variable-rate based upon LIBOR rates plus certain spreads.
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Through the ATM Program, we have been able to effectively “match-fund” a portion of the required capital for our Core Portfolio and Fund acquisitions through the issuance of Common Shares over extended periods employing a price averaging strategy.
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As of December 31, 2022, we were party to 36 interest rate swap and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $1,264.0 million and $103.8 million of LIBOR or SOFR-based variable-rate debt, respectively. For a discussion of the risks associated with the discontinuation of LIBOR, see Item 1A .
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In addition, from time to time, we have issued and intend to continue to issue equity in follow-on offerings separate from our ATM Program.
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Risk Factors—Risks Related to Our Liquidity and Indebtedness — If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders.
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Net proceeds raised through our ATM Program and follow-on offerings are primarily used for acquisitions, both for our Core Portfolio and our pro-rata share of Fund acquisitions, the repayment of outstanding indebtedness and for other general corporate purposes. During the year ended December 31, 2023, we did not issue any Common Shares under our ATM Program.
Removed
In addition, increases or changes in interest rates could cause our borrowing costs to rise and may limit our ability to refinance debt.
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During the year ended December 31, 2022, we issued 5,525,419 Common Shares under our ATM Program for gross proceeds of $123.9 million. During the year ended December 31, 2021, we issued 2,889,371 Common Shares under our ATM Program for gross proceeds of $64.9 million. See Note 10 .
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The following table sets forth information as of December 31, 2022 concerning our long-term debt obligations, including principal cash flows by scheduled maturity and weighted average interest rates of maturing amounts (dollars in millions): Core Consolidated Mortgage and Other Debt Year Scheduled Amortization Maturities Total Weighted-Average Interest Rate 2023 $ 2.1 $ — $ 2.1 — % 2024 1.7 7.3 9.0 4.7 % 2025 2.1 228.3 230.4 4.1 % 2026 2.4 400.0 402.4 4.1 % 2027 2.2 200.1 202.3 4.0 % Thereafter 4.3 161.6 165.9 4.4 % $ 14.8 $ 997.3 $ 1,012.1 Fund Consolidated Mortgage and Other Debt Year Scheduled Amortization Maturities Total Weighted-Average Interest Rate 2023 $ 5.0 $ 333.0 $ 338.0 6.1 % 2024 2.6 240.0 242.6 3.6 % 2025 0.2 178.4 178.6 6.1 % 2026 0.1 34.0 34.1 6.8 % 2027 — — — — % Thereafter — — — — % $ 7.9 $ 785.4 $ 793.3 Mortgage Debt in Unconsolidated Partnerships (at our Pro-Rata Share) Year Scheduled Amortization Maturities Total Weighted-Average Interest Rate 2023 $ 1.5 $ 45.7 $ 47.2 4.3 % 2024 1.3 43.7 45.0 4.0 % 2025 0.5 74.6 75.1 4.6 % 2026 0.4 3.0 3.4 3.8 % 2027 0.3 22.0 22.3 5.9 % Thereafter — — — — % $ 4.0 $ 189.0 $ 193.0 60 Without regard to available extension options, in 2023, $340.1 million of our total consolidated debt and $47.2 million of our pro-rata share of unconsolidated outstanding debt will become due.
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In January 2024, we completed an underwritten offering of 6,900,000 Common Shares (inclusive of the underwriters’ option to purchase 900,000 additional shares) for net proceeds of $113.0 million ( Note 17 ). 8 Operating Strategy — Experienced Management Team with Proven Track Record Our senior management team has decades of experience in the real estate industry.
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In addition, $251.7 million of our total consolidated debt and $45.0 million of our pro-rata share of unconsolidated debt will become due in 2024.
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We have capitalized on our expertise in the acquisition, development/redevelopment, leasing, and management of retail real estate by creating value through property development/redevelopment, re-tenanting and establishing joint ventures, such as the Funds, in which we earn, in addition to a return on our equity interest, promotes, priority distributions and fees.
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As it relates to the maturing debt in 2023 and 2024, we have options to extend consolidated debt aggregating $51.2 million and $0.0 million, respectively; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options.
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Operating functions such as leasing, property management, construction, finance and legal are generally provided by our personnel, providing for a vertically integrated operating platform. INVESTING ACTIVITIES See Item 2. Properties for a description of the properties in our Core and Fund portfolios. See Significant Developments under
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As we intend on refinancing some or all of such debt at the then-existing market interest rates, which may be greater than the current interest rate, our interest expense would increase by approximately $6.8 million annually if the interest rate on the refinanced debt increased by 100 basis points.
Removed
After giving effect to noncontrolling interests, our share of this increase would be $1.3 million. Interest expense on our variable-rate debt of $364.6 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2022, would increase $3.6 million if interest rates increased by 100 basis points.
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After giving effect to noncontrolling interests, our share of this increase would be $1.2 million. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.
Removed
Based on our outstanding debt balances as of December 31, 2022, the fair value of our total consolidated outstanding debt would decrease by approximately $5.4 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding debt would increase by approximately $6.5 million.
Removed
As of December 31, 2022, and 2021, we had consolidated notes receivable of $123.9 million and $153.9 million, respectively. We determined the estimated fair value of our notes receivable by discounting future cash receipts utilizing a discount rate equivalent to the rate at which similar notes receivable would be originated under conditions then existing.
Removed
Based on our outstanding notes receivable balances as of December 31, 2022, the fair value of our total outstanding notes receivable would decrease by approximately $0.4 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding notes receivable would increase by approximately $2.6 million.
Removed
Summarized Information as of December 31, 2021 As of December 31, 2021, we had total mortgage and other notes payable of $1,819.7 million, excluding the unamortized premium of $0.4 million and unamortized debt issuance costs of $7.9 million, of which $1,038.8 million, or 57.1% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $780.9 million, or 42.9%, was variable-rate based upon LIBOR, SOFR or Prime rates plus certain spreads.
Removed
As of December 31, 2021, we were party to 28 interest rate swap and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $860.4 million and $110.5 million of variable-rate debt, respectively.
Removed
Interest expense on our variable-rate debt of $780.9 million as of December 31, 2021, would have increased $7.8 million if corresponding rate indices increased by 100 basis points. Based on our outstanding debt balances as of December 31, 2021, the fair value of our total outstanding debt would have decreased by approximately $8.4 million if interest rates increased by 1%.
Removed
Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would have increased by approximately $16.0 million.
Removed
Changes in Market Risk Exposures from December 31, 2021 to December 31, 2022 Our interest rate risk exposure from December 31, 2021, to December 31, 2022, has decreased on an absolute basis, as the $780.9 million of variable-rate debt as of December 31, 2021, has decreased to $364.6 million as of December 31, 2022.
Removed
As a percentage of our overall debt, our interest rate risk exposure has decreased as our variable-rate debt accounted for 42.9% of our consolidated debt as of December 31, 2021 compared to 20.2% as of December 31, 2022. 61

Other AKR 10-K year-over-year comparisons