Investments In and Advances to Unconsolidated Affiliates

Core Portfolio

The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York ("Crossroads"), a 50% interest in a 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio"), and a 88.43% tenancy-in-common interest in an 87,000 square foot retail property located in Chicago, Illinois. The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control.

During 2015, the Company acquired the remaining 77.78% outstanding interest of an approximately 20,000 square foot retail property located in Wilmington, Delaware ("Route 202 Shopping Center") that was previously accounted for under the equity method from an unaffiliated partner. As a result of the transaction, the Company now consolidates this investment.

Funds

Fund Investments

During 2015, Fund II acquired an additional 43% interest in City Point - Tower I that was previously accounted for under the equity method from an unaffiliated partner (Note 2). As a result of the transaction, the Company now consolidates this investment.

During 2015, Fund III's Parkway Crossing was sold for $27.3 million. Fund III's $6.9 million share of the gain was recognized in gain on disposition of properties of unaffiliated affiliates within the Consolidated Statements of Income.

During 2015, Fund IV, entered into a joint venture with an unaffiliated entity, to acquire and redevelop a property located in Warwick, Rhode Island ("650 Bald Hill Road") for $8.3 million.

The unaffiliated partners in Fund II's tenancy in common in City Point Phase III, Fund III's investments in Arundel Plaza as well as Fund IV's investments in 1701 Belmont Avenue, 2819 Kennedy Boulevard, Promenade at Manassas, Eden Square, the Broughton Street Portfolio and 650 Bald Hill Road maintain control over these entities. The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control.

Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required. The Company accounts for this investment using the equity method of accounting.

RCP Venture

Funds I and II, together with two unaffiliated partners formed an investment group, the RCP Venture, for the purpose of making investments in surplus or underutilized properties owned by retailers and, in some instances, the retailers' operating company. The RCP Venture is neither a single entity nor a specific investment and the Company has no control or rights with respect to the formation and operation of these investments. The Company has made these investments through its subsidiaries, Mervyns I, Mervyns II and Fund II, (together the "Acadia Investors"), all on a non-recourse basis. Through December 31, 2015, the Acadia Investors have made investments in Mervyns Department Stores ("Mervyns") and Albertsons including additional investments in locations that are separate from these original investments ("Add-On Investments"). Additionally, they have invested in Shopko, Marsh and Rex Stores Corporation (collectively "Other RCP Investments"). The Company accounts for its investments in Mervyns and Albertsons on the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control. The Company accounts for its investments in its Add-On Investments and Other RCP Investments on the cost method as it does not have any influence over such entities' operating and financial policies nor any rights with respect to the control and operation of these entities. During the year ended December 31, 2015, the Company received distributions from its RCP Venture of $5.9 million, of which the Operating Partnership's aggregate share was $1.2 million.

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Investments In and Advances to Unconsolidated Affiliates, continued

The following table summarizes activity related to the RCP Venture investments from inception through December 31, 2015:



						Operating Partnership Share
Investment	Year Acquired	Invested Capital and Advances		Distributions		Invested Capital and Advances		Distributions
Mervyns	2004	$	26,058	$	48,547	$	4,901	$	11,801
Mervyns Add-On investments	2005/2008	7,547		9,272		1,252		2,017
Albertsons	2006	20,717		81,594		4,239		16,318
Albertsons Add-On investments	2006/2007	2,416		4,864		388		972
Shopko	2006	1,110		3,358		222		672
Marsh and Add-On investments	2006/2008	2,667		2,941		533		588
Rex Stores	2007	2,701		4,927		535		986
Total		$	63,216	$	155,503	$	12,070	$	33,354

The Acadia Investors have non controlling interests in the individual investee LLC’s as follows:



			Acadia Investors Ownership % in:
Investment	Investee LLC	Acadia Investors Entity	Investee LLC	Underlying entity(s)
Mervyns	KLA/Mervyn's, L.L.C	Mervyns I and Mervyns II	10.5%	5.8%
Mervyns Add-On Investments	KLA/Mervyn's, L.L.C	Mervyns I and Mervyns II	10.5%	5.8%
Albertsons	KLA A Markets, LLC	Mervyns II	18.9%	5.7%
Albertsons Add-On Investments	KLA A Markets, LLC	Mervyns II	20.0%	6.0%
Shopko	KA-Shopko, LLC	Fund II	20.0%	2.0%
Marsh and Add-On Investments	KA Marsh, LLC	Fund II	20.0%	3.3%
Rex Stores	KLAC Rex Venture, LLC	Mervyns II	13.3%	13.3%

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Investments In and Advances to Unconsolidated Affiliates, continued

Summary of Investments in Unconsolidated Affiliates

The following combined and condensed Balance Sheets and Statements of Income, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates.



(dollars in thousands)	December 31, 2015			December 31, 2014
Combined and Condensed Balance Sheets
Assets:
Rental property, net	$	302,976		$	387,739
Real estate under development	35,743			60,476
Investment in unconsolidated affiliates	6,853			11,154
Other assets	47,083			62,862
Total assets	$	392,655		$	522,231
Liabilities and partners’ equity:
Mortgage notes payable	$	192,684		$	315,897
Other liabilities	21,945			66,116
Partners’ equity	178,026			140,218
Total liabilities and partners’ equity	$	392,655		$	522,231
Company’s investment in and advances to unconsolidated affiliates	$	173,277		$	184,352
Company's share of distributions in excess of income and investments in unconsolidated affiliates	$	(13,244	)	$	(12,564	)

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Investments In and Advances to Unconsolidated Affiliates, continued



	Years Ended December 31,
(dollars in thousands)	2015			2014			2013
Combined and Condensed Statements of Income
Total revenues	$	43,990		$	44,422		$	51,638
Operating and other expenses	(13,721		)	(17,069		)	(18,700		)
Interest expense	(9,178		)	(9,363		)	(8,943		)
Equity in earnings (losses) of unconsolidated affiliates	66,655			(328		)	13,651
Depreciation and amortization	(12,154		)	(10,967		)	(10,599		)
Loss on debt extinguishment	—			(187		)	—
Gain on disposition of properties	32,623			142,615			—
Net income	$	108,215		$	149,123		$	27,047

Company’s share of net income	$	37,722		$	111,970		$	12,774
Amortization of excess investment	(392		)	(392		)	(392		)
Company’s equity in earnings of unconsolidated affiliates	$	37,330		$	111,578		$	12,382