ACADIA REALTY TRUST Income Taxes Disclosure
14. 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, 2025, 2024 and 2023, 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. For taxable years beginning after December 31, 2025, no more than 25% 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, 2025, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2021 and forward.
Reconciliation of Net Income to Taxable Income
Reconciliation of GAAP net income attributable to Acadia shareholders to taxable income (loss) is as follows (unaudited):
|
|
Year Ended December 31, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net income attributable to Acadia shareholders |
|
$ |
16,896 |
|
|
$ |
21,650 |
|
|
$ |
19,873 |
|
Deferred rental and other income (loss) income (a) |
|
|
(5,302 |
) |
|
|
2,810 |
|
|
|
351 |
|
Book/tax difference - depreciation and amortization (a) |
|
|
56,145 |
|
|
|
43,081 |
|
|
|
22,353 |
|
Straight-line rent and above- and below-market rent adjustments (a) |
|
|
(10,406 |
) |
|
|
(9,381 |
) |
|
|
(12,484 |
) |
Book/tax differences - equity-based compensation |
|
|
10,796 |
|
|
|
9,079 |
|
|
|
7,519 |
|
Joint venture equity in earnings, net and other investments (a) |
|
|
32,028 |
|
|
|
12,369 |
|
|
|
33,522 |
|
Impairment charges and reserves |
|
|
7,978 |
|
|
|
1,700 |
|
|
|
524 |
|
Acquisition costs (a) |
|
|
— |
|
|
|
10,220 |
|
|
|
9 |
|
Gain on disposition of properties and investments |
|
|
4,785 |
|
|
|
3,925 |
|
|
|
1,800 |
|
Book adjustment marketable securities |
|
|
(3,982 |
) |
|
|
(18,512 |
) |
|
|
(4,813 |
) |
Book/tax differences - miscellaneous |
|
|
297 |
|
|
|
(208 |
) |
|
|
2,355 |
|
Taxable income |
|
$ |
109,235 |
|
|
$ |
76,733 |
|
|
$ |
71,009 |
|
Dividends/Distributions declared (b) |
|
$ |
101,335 |
|
|
$ |
81,892 |
|
|
$ |
68,612 |
|
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, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Per Share |
|
|
% |
|
|
Per Share |
|
|
% |
|
|
Per Share |
|
|
% |
|
||||||
Ordinary income - Section 199A |
|
$ |
0.669 |
|
|
|
85 |
% |
|
$ |
0.679 |
|
|
|
93 |
% |
|
$ |
0.583 |
|
|
|
81 |
% |
Qualified dividend |
|
|
0.002 |
|
|
|
0 |
% |
|
|
0.007 |
|
|
|
1 |
% |
|
|
0.115 |
|
|
|
16 |
% |
Capital gain |
|
|
0.119 |
|
|
|
15 |
% |
|
|
0.044 |
|
|
|
6 |
% |
|
|
0.022 |
|
|
|
3 |
% |
Total (a) |
|
$ |
0.790 |
|
|
|
100 |
% |
|
$ |
0.730 |
|
|
|
100 |
% |
|
$ |
0.720 |
|
|
|
100 |
% |
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, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
TRS loss before income taxes |
|
$ |
(6,468 |
) |
|
$ |
(2,987 |
) |
|
$ |
(3,768 |
) |
Provision for income taxes: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
State and local |
|
|
— |
|
|
|
— |
|
|
|
— |
|
TRS net loss before noncontrolling interests |
|
|
(6,468 |
) |
|
|
(2,987 |
) |
|
|
(3,768 |
) |
Noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
TRS net loss |
|
$ |
(6,468 |
) |
|
$ |
(2,987 |
) |
|
$ |
(3,768 |
) |
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, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Federal tax benefit at statutory tax rate |
|
$ |
(1,250 |
) |
|
$ |
(577 |
) |
|
$ |
(791 |
) |
TRS state and local taxes, net of Federal benefit |
|
|
(517 |
) |
|
|
(239 |
) |
|
|
(238 |
) |
Tax effect of: |
|
|
|
|
|
|
|
|
|
|||
Permanent differences, net |
|
|
898 |
|
|
|
617 |
|
|
|
246 |
|
Adjustment to deferred tax reserve |
|
|
1,678 |
|
|
|
633 |
|
|
|
(8 |
) |
Other |
|
|
(809 |
) |
|
|
(436 |
) |
|
|
791 |
|
REIT state and local income and franchise taxes |
|
|
412 |
|
|
|
214 |
|
|
|
301 |
|
Total provision for income taxes |
|
$ |
412 |
|
|
$ |
212 |
|
|
$ |
301 |
|
As of December 31, 2025, and 2024, the Company’s deferred tax assets were $1.6 million and $0.6 million respectively, and related primarily to net operating loss carryforwards of $6.4 million and $2.9 million, respectively, which expire beginning in year 2031. These amounts were fully offset by valuation allowances, as the Company determined that it was not more likely than not that the deferred tax assets would be realized.
Under GAAP, deferred tax assets are reduced by a valuation allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the years ended December 31, 2025, 2024, and 2023, the Company determined that the realization of its deferred tax assets was not likely and, as a result, recorded a charge to its valuation allowance of $1.6 million, $0.6 million, and $0.0 million, respectively. The total valuation allowance had a balance of $6.5 million and $4.9 million as of December 31, 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 19, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 19, 2016 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.