Federal Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Federal Income Taxes

. Federal Income Taxes

The Company has elected to qualify as a REIT in accordance with Sections 856 through 860 of the Code and intends at all times to qualify as a REIT under the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual REIT taxable income to its shareholders. As a REIT, the Company generally will not be subject to corporate Federal income tax, provided that distributions to its shareholders equal at least the amount of its REIT taxable income as defined under the Code. As the Company distributed sufficient taxable income for the years ended December 31, 2022, 2021 and 2020, no U.S. Federal income or excise taxes were incurred. If the Company fails to qualify as a REIT in any taxable year, it will be subject to Federal income taxes at the regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even though the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property and Federal income and excise taxes on any undistributed taxable income. In addition, taxable income from non-REIT activities managed through the Company’s TRS’s is subject to Federal, state and local income taxes. No more than 20% of the value of our total assets may consist of the securities of one or more TRS.

In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by Federal, state and local jurisdictions, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2022, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2019 and forward.

Reconciliation of Net Income to Taxable Income

Reconciliation of GAAP net income attributable to Acadia to taxable income (loss) is as follows:

	Year Ended December 31,
(in thousands)	2022			2021			2020
Net (loss) income attributable to Acadia	$	(35,445	)	$	23,548		$	(8,976	)
Deferred rental and other (loss) income (a)		(1,854	)		3,209			(2,498	)
Book/tax difference - depreciation and amortization (a)		28,337			24,756			27,052
Straight-line rent and above- and below-market rent adjustments (a)		(11,917	)		(8,588	)		8,630
Book/tax differences - equity-based compensation		5,952			7,663			6,825
Joint venture equity in earnings (losses), net and other investments (a)		22,493			3,962			(163	)
Impairment charges and reserves		54,822			2,657			18,734
Acquisition costs (a)		2,048			22			14
(Loss) gain on disposition of properties		(14,960	)		(2,170	)		4,936
Book/tax differences - miscellaneous		5,638			(1,203	)		(36	)
Taxable income	$	55,114		$	53,856		$	54,518
Distributions declared (b)	$	68,312		$	52,872		$	24,937

a)Adjustments from certain subsidiaries and affiliates, which are consolidated for financial reporting but not for tax reporting, are included in the reconciliation item “Joint venture equity in earnings, net.”

b)The entire fourth quarter 2022 dividend of $17.1 million (paid in January 2023) was attributed to 2023 (Note 10). Any additional distributions required for REIT qualification may be made through October 15, 2023. The entire fourth quarter 2021 dividend of $14.4 million (paid in January 2022) was attributed to 2021. The entire fourth quarter 2019 dividend of $25.2 million (paid in January 2020) was attributed to 2020.

Characterization of Distributions

The Company has determined that the cash distributed to the shareholders for the periods presented is characterized as follows for Federal income tax purposes:

	Year Ended December 31,
	2022					2021					2020
	Per Share		%			Per Share		%			Per Share		%
Ordinary income - Section 199A	$	0.650		90	%	$	0.550		92	%	$	0.520		90	%
Qualified dividend		0.010		1	%		0.010		1	%		—		—	%
Capital gain		0.060		9	%		0.040		7	%		0.060		10	%
Total (a)	$	0.720		100	%	$	0.600		100	%	$	0.580		100	%

a)The fourth quarter 2022 regular dividend was $0.18 per Common Share, all of which is allocable to 2023. The fourth quarter 2021 regular dividend was $0.15 per Common Share, all of which is allocable to 2021.The fourth quarter 2019 regular dividend was $0.29 per Common Share, all of which is allocable to 2020.

Taxable REIT Subsidiaries

Income taxes have been provided for using the liability method as required by ASC Topic 740, “Income Taxes.” The Company’s TRS income (loss) and provision for income taxes associated with the TRS for the periods presented are summarized as follows (in thousands):

	Year Ended December 31,
	2022			2021			2020
TRS loss before income taxes	$	(3,178	)	$	(4,240	)	$	(3,856	)
(Provision) benefit for income taxes:
Federal		—			—			376
State and local		—			—			(268	)
TRS net loss before noncontrolling interests		(3,178	)		(4,240	)		(3,748	)
Noncontrolling interests		—			9			746
TRS net loss	$	(3,178	)	$	(4,231	)	$	(3,002	)

The income tax provision for the Company differs from the amount computed by applying the statutory Federal income tax rate to income (loss) before income taxes as follows. Amounts are not adjusted for temporary book/tax differences (in thousands):

	Year Ended December 31,
	2022			2021			2020
Federal tax benefit at statutory tax rate	$	(667	)	$	(890	)	$	(810	)
TRS state and local taxes, net of Federal benefit		(201	)		(268	)		(244	)
Tax effect of:
Permanent differences, net		194			252			227
Adjustment to deferred tax reserve		691			1,061			851
Other		(16	)		(156	)		(132	)
REIT state and local income and franchise taxes		11			94			377
Total provision for income taxes	$	12		$	93		$	269

As of December 31, 2022, and 2021, the Company’s deferred tax assets were $0.0 and $0.0 million net of applicable reserves of $4.3 million and $3.7 million, respectively and were comprised of capital loss carryovers of $0.1 and $0.1 million and net operating loss carryovers of $4.2 million and $3.6 million, respectively.

Under GAAP a reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. For the years ended December 31, 2022, 2021, and 2020, the Company determined that the realization of its deferred tax assets was not likely and as such, the Company recorded a valuation allowance against its deferred tax assets of $0.7 million, $1.1 million, and $0.9 million, respectively.