SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2013

Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]

Shareholders' Equity and Noncontrolling Interests

Shareholders’ Equity and Noncontrolling Interests

Common Shares

During the year ended December 31, 2013, 3,250 employee Restricted Shares were canceled to pay the employees’ income taxes due on the value of the portion of their Restricted Shares that vested. During the year ended December 31, 2013, the Company recognized accrued Common Share and Common OP Unit-based compensation totaling $7.3 million in connection with the vesting of Restricted Shares and Units (Note 15).

During 2013, the Company issued approximately 3.0 million Common Shares from the ATM program generating net proceeds of approximately $80.7 million.

During 2013, the Company issued approximately 1.2 million OP units to acquire real estate.

During 2012, the Company issued approximately 6.1 million Common Shares from the ATM program generating net proceeds of approximately $140.8 million and completed a public share offering of approximately 3.5 million Common Shares generating net proceeds of approximately $85.9 million.

During 2012, Kenneth Bernstein, President and CEO, converted 250,000 Common OP Units into Common Shares.

During November 2011, the Company issued 2.3 million Common Shares generating net proceeds of approximately $45.0 million.

Noncontrolling Interests

The following table summarizes the change in the noncontrolling interests since December 31, 2012:

	Noncontrolling Interests in Operating Partnership			Noncontrolling Interests in Partially-Owned Affiliates
(dollars in thousands)
Balance at December 31, 2012	$	11,794		$	435,665
Distributions declared of $0.86 per Common OP Unit	(1,664		)	—
Net income for the period January 1 through December 31, 2013	492			4,033
Conversion of 92,514 OP Units to Common Shares by limited partners of the Operating Partnership	(1,548		)	—
Consolidation of previously unconsolidated investment	—			(33,949		)
Issuance of OP Units to acquire real estate	33,300			—
Other comprehensive income - unrealized loss on valuation of swap agreements	23			46
Reclassification of realized interest expense on swap agreements	21			973
Noncontrolling interest contributions	—			49,324
Noncontrolling interest distributions and other reductions	—			(87,688		)
Employee Long-term Incentive Plan Unit Awards	6,530			—
Balance at December 31, 2013	$	48,948		$	368,404

Noncontrolling interests in the Operating Partnership represents (i) the limited partners’ 1,457,467 and 284,097 Common OP Units at December 31, 2013 and 2012, respectively, (ii) 188 Series A Preferred OP Units at both December 31, 2013 and 2012, with a stated value of $1,000 per unit, which are entitled to a preferred quarterly distribution of the greater of (a) $22.50 (9% annually) per Series A Preferred OP Unit or (b) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit and (iii) 1,368,086 and 1,109,727 LTIP units as of December 31, 2013 and December 31, 2012, respectively, as discussed in Share Incentive Plan (Note 15).

ACADIA REALTY TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Shareholders’ Equity and Noncontrolling Interests, continued

Noncontrolling Interests, continued

Noncontrolling interests in partially-owned affiliates include third-party interests in Fund I, II, III and IV, and Mervyns I and II, and five other entities.

The Series A Preferred OP Units were issued in 1999 in connection with the acquisition of a property. Through December 31, 2013, 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 Preferred 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.