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Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Loss | 3 Months Ended
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Mar. 31, 2023
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] |
Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Loss | 10. Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Loss Common Shares and Units In addition to the ATM Program activity discussed below, the Company completed the following transactions in its Common Shares during the three months ended March 31, 2023: • The Company withhe ld 3,251 shares of its restricted Common Shares (“Restricted Shares”) to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested. • The Company recognized Common Share and Common OP Unit-based compensation expense in connection with Restricted Shares and Units (Note 13) totaling $2.9 million and $1.4 million for the three months ended March 31, 2023 and 2022, respectively. In addition to the ATM Program activity discussed below, the Company completed the following transactions in its Common Shares during the year ended December 31, 2022: • The Company withheld 3,235 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested. • The Company recognized Common Share and Common OP Unit-based compensation expense totaling $7.4 million in connection with Restricted Shares and Units (Note 13). ATM Program The Company has an at-the-market equity issuance program (“ATM Program”) that provides the Company an efficient vehicle for raising public equity capital to fund its needs. The Company entered into its current $250.0 million ATM Program, which includes an optional “forward purchase” component, in the first quarter of 2022. The Company sold 5,150,832 Common Shares under its ATM Program during the three months ended March 31, 2022 generating $115.6 million of gross proceeds and $111.5 million of net proceeds after related issuance costs at a weighted-average price per share of $22.44 and $21.65, respectively. No such sales were made during the three months ended March 31, 2023. The Company did no t sell or issue any Common Shares on a forward basis for the three months ended March 31, 2023 or the year ended December 31, 2022 and at March 31, 2023 had approxima tely $222.3 million of availability under the ATM program. Share Repurchase Program During 2018, the Company’s board of trustees (the “Board”) approved a new share repurchase program, which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program does not obligate the Company to repurchase any specific number of Common Shares and may be discontinued or extended at any time. The Company did no t repurchase any shares during the three months ended March 31, 2023 or 2022. Under the share repurchase program $122.5 million remains available as of March 31, 2023. Dividends and Distributions The following table sets forth the distributions declared and/or paid during the periods presented:
Date Declared |  | Amount Per Share |  |  | Record Date |  | Payment Date
February 15, 2022 |  | $ | 0.18 |  |  | March 31, 2022 |  | April 14, 2022
May 4, 2022 |  | $ | 0.18 |  |  | June 30, 2022 |  | July 15, 2022
August 10, 2022 |  | $ | 0.18 |  |  | September 30, 2022 |  | October 14, 2022
November 9, 2022 |  | $ | 0.18 |  |  | December 30, 2022 |  | January 13, 2023
January 17, 2023 |  | $ | 0.18 |  |  | March 31, 2023 |  | April 14, 2023
Accumulated Other Comprehensive Income (Loss) The following tables set forth the activity in accumulated other comprehensive income (loss) for the three months ended March 31, 2023 and 2022 (in thousands):
|  | Acadia's Share |
Balance at January 1, 2023 |  | $ | 46,817 |
Other comprehensive loss before reclassifications - swap agreements |  |  | (15,242 | )
Reclassification of realized interest on swap agreements |  |  | (6,553 | )
Net current period other comprehensive loss |  |  | (21,795 | )
Net current period other comprehensive loss attributable to redeemable noncontrolling interests |  |  | — |
Net current period other comprehensive loss attributable to noncontrolling interests |  |  | 4,981 |
Balance at March 31, 2023 |  | $ | 30,003 |
Balance at January 1, 2022 |  | $ | (36,214 | )
Other comprehensive income before reclassifications - swap agreements |  |  | 35,734 |
Reclassification of realized interest on swap agreements |  |  | 5,049 |
Net current period other comprehensive income |  |  | 40,783 |
Net current period other comprehensive income attributable to noncontrolling interests |  |  | (10,293 | )
Balance at March 31, 2022 |  | $ | (5,724 | )
Noncontrolling Interests The following tables summarize the change in the noncontrolling interests for the three months ended March 31, 2023 and 2022 (dollars in thousands):
|  | Noncontrolling Interests in Operating Partnership (a) |  |  | Noncontrolling Interests in Partially-Owned Affiliates (b) |  |  | Total |  |  | Redeemable Noncontrolling Interests (c) |
Balance at January 1, 2023 |  | $ | 99,554 |  |  | $ | 389,810 |  |  | $ | 489,364 |  |  | $ | 67,664 |
Distributions declared of $0.18 per Common OP Unit and distributions on Preferred OP Units |  |  | (1,343 | ) |  |  | — |  |  |  | (1,343 | ) |  |  |
Net income (loss) for the three months ended March 31, 2023 |  |  | 917 |  |  |  | 9,800 |  |  |  | 10,717 |  |  |  | (2,075 | )
Conversion of 37,393 Common OP Units to Common Shares by limited partners of the Operating Partnership |  |  | (631 | ) |  |  | — |  |  |  | (631 | ) |  |  | — |
Other comprehensive loss - unrealized gain on valuation of swap agreements |  |  | (914 | ) |  |  | (1,347 | ) |  |  | (2,261 | ) |  |  | — |
Reclassification of realized interest expense on swap agreements |  |  | (45 | ) |  |  | (2,675 | ) |  |  | (2,720 | ) |  |  | — |
City Point Loan accrued interest |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,320 | )
Noncontrolling interest contributions |  |  | — |  |  |  | 31,242 |  |  |  | 31,242 |  |  |  | — |
Noncontrolling interest distributions |  |  | — |  |  |  | (70,868 | ) |  |  | (70,868 | ) |  |  | — |
Employee Long-term Incentive Plan Unit Awards |  |  | 3,897 |  |  |  | — |  |  |  | 3,897 |  |  |  | — |
Reallocation of noncontrolling interests (d) |  |  | 1,784 |  |  |  | — |  |  |  | 1,784 |  |  |  | — |
Balance at March 31, 2023 |  | $ | 103,219 |  |  | $ | 355,962 |  |  | $ | 459,181 |  |  | $ | 63,269 |
Balance at January 1, 2022 |  | $ | 94,120 |  |  | $ | 534,202 |  |  | $ | 628,322 |  |  | $ | — |
Distributions declared of $0.18 per Common OP Unit and distributions on Preferred OP Units |  |  | (1,283 | ) |  |  | — |  |  |  | (1,283 | ) |  |  | — |
Net income for the three months ended March 31, 2022 |  |  | 1,121 |  |  |  | 26,138 |  |  |  | 27,259 |  |  |  | — |
Conversion of 35,606 Common OP Units to Common Shares by limited partners of the Operating Partnership |  |  | (572 | ) |  |  | — |  |  |  | (572 | ) |  |  | — |
Other comprehensive income - unrealized gain on valuation of swap agreements |  |  | 1,698 |  |  |  | 6,929 |  |  |  | 8,627 |  |  |  | — |
Reclassification of realized interest expense on swap agreements |  |  | 46 |  |  |  | 1,620 |  |  |  | 1,666 |  |  |  | — |
Noncontrolling interest contributions |  |  | — |  |  |  | 99,129 |  |  |  | 99,129 |  |  |  | — |
Noncontrolling interest distributions |  |  | — |  |  |  | (22,780 | ) |  |  | (22,780 | ) |  |  | — |
Employee Long-term Incentive Plan Unit Awards |  |  | 3,389 |  |  |  | — |  |  |  | 3,389 |  |  |  | — |
Reallocation of noncontrolling interests (d) |  |  | 2,836 |  |  |  | — |  |  |  | 2,836 |  |  |  | — |
Balance at March 31, 2022 |  | $ | 101,355 |  |  | $ | 645,238 |  |  | $ | 746,593 |  |  | $ | — |
(a) Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 2,864,074 and 3,076,849 Common OP Units at March 31, 2023 and 2022, respectively; (ii) 188 Series A Preferred OP Units at each of March 31, 2023 and 2022; (iii) 126,384 and 126,593 Series C Preferred OP Units at March 31, 2023 and 2022, respectively; and (iv) 4,313,047 and 3,705,353 LTIP units at March 31, 2023 and 2022, respectively, as discussed in 2020 Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above. (b) Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns II, an d seven ot her subsidiaries. (c) Redeemable noncontrolling interests comprise third-party interest in Fund II as limited partners in this Fund have been granted put rights, as further described below. (d) Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership. Preferred OP Units There were no issuances of Preferred OP Units during the three months ended March 31, 2023 or the year ended December 31, 2022. In 1999, the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 (9% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through March 31, 2023, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferr ed OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date. During 2016, the Operating Partnership issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to a third party to acquire Gotham Plaza (Note 4). The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit and are convertible into Common OP Units at a rate based on the share price at the time of conversion. If the share price is below $28.80 on the conversion date, each Series C Preferred OP Unit will be convertible into 3.4722 Common OP Units. If the share price is between $28.80 and $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into a number of Common OP Units equal to $100.00 divided by the closing share price. If the share price is above $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into 2.8409 Common OP Units. The Series C Preferred OP Units have a mandatory conversion date of December 31, 2025, at which time all units that have not been converted will automatically be converted into Common OP Units based on the same calculations. Through March 31, 2023, 15,209 Series C Preferred OP Units were converted into 52,613 Common OP Units an d then into Common Shares. Redeemable Noncontrolling Interests Williamsburg Portfolio In connection with the Williamsburg Portfolio acquisition in February 2022 (Note 2), the Company evaluated the Williamsburg Noncontrolling Interest ("NCI"), which represents the venture partner's one-time right to put its 50.01% interest in the property to the Company for redemption at fair value at a future date. As it was unlikely as of the acquisition date that the venture partner would receive any consideration on redemption due to the Company’s preferential returns, the initial fair value of the Williamsburg NCI was determined to be zero. The Company is required to periodically evaluate the NCI and adjust it to redemption value. At March 31, 2023 and December 31, 2022, the Company determined that the fair value of the Williamsburg NCI was zero. City Point Loan In August 2022, the Company 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 (Note 7), of which $65.9 million was funded at closing ("City Point Loan"). The City Point Loan has a five-year term which matures on August 1, 2027 and is collateralized by the investors' equity in City Point ("City Point NCI"). Because the City Point Loan was granted in return for a capital contribution from the investors, and is collateralized by the City Point NCI, the City Point Loan, net of a $0.5 million allowance for credit loss, and accrued interest are presented as a reduction of the City Point NCI balance. The borrower subsidiary of the City Point Loan was determined to be a variable interest entity ("VIE") for which the Company is not the primary beneficiary. The maximum loss in the VIE is limited to the amount of the City Point Loan and any accrued interest. In connection with the City Point Loan, each partner has a one-time right to put its City Point NCI to the Company for redemption in exchange for the settlement of its proportion of the City Point Loan amount plus either (i) a fixed cash amount or (ii) a cash amount equal to the value of fixed number of Common Shares of the Company on the trading day prior to the election, at a future point in time beginning in August 2023 ("redemption value"). As a result of granting these redemption rights, the City Point NCI, net of the City Point Loan, has been reclassified and presented as redeemable noncontrolling interests on the Company's consolidated balance sheets. Given the carrying value of the City Point NCI at the time of the transaction exceeded the maximum redemption value, the Company did not recognize any initial adjustment to accrete the City Point NCI to the redemption value. The Company is required to periodically evaluate the maximum redemption amount of the NCI interest and recognize an increase in the carrying value of the City Point NCI if the redemption value exceeds the then current carrying value. At March 31, 2023 and December 31, 2022, the Company determined that the carrying value exceeded the maximum redemption value and no adjustment was required.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
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