Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

7. Debt

A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands):

	Interest Rate at			Carrying Value at
	March 31,	December 31,	Maturity Date at	March 31,	December 31,
	2022	2021	March 31, 2022	2022	2021
Mortgages Payable
Core Fixed Rate	3.88%-5.89%	3.88%-5.89%	Feb 2024 - Apr 2035	$144,867	$145,464
Core Variable Rate - Swapped (a)	3.41%-4.54%	3.41%-4.54%	Jun 2026 - Nov 2028	60,530	72,957
Total Core Mortgages Payable				205,397	218,421
Fund II Variable Rate	LIBOR+2.75% - PRIME+2.00%	LIBOR+2.75% - PRIME+2.00%	Aug 2022 - Mar 2023	256,212	255,978
Fund III Variable Rate	LIBOR+3.10%	LIBOR+2.75%	Jul 2022	35,970	34,728
Fund IV Fixed Rate	4.50%	4.50%	Oct 2025	1,120	1,120
Fund IV Variable Rate	LIBOR+1.75%-LIBOR+3.65%	LIBOR+1.60%-LIBOR+3.65%	Jun 2022 - Jun 2026	212,988	221,832
Fund IV Variable Rate - Swapped (a)		3.48%-4.61%		—	23,316
Total Fund IV Mortgages and Other Notes Payable				214,108	246,268
Fund V Fixed Rate	3.35%	3.35%	May 2023	31,801	31,801
Fund V Variable Rate	LIBOR + 1.85% - SOFR + 2.76%	LIBOR + 1.85% - SOFR + 2.76%	Jun 2022 - Nov 2026	58,583	58,878
Fund V Variable Rate - Swapped (a)	2.43%-4.78%	2.95%-4.78%	Jun 2022 - Dec 2024	296,269	297,731
Total Fund V Mortgages Payable				386,653	388,410
Net unamortized debt issuance costs				(3,315)	(3,958)
Unamortized premium				420	446
Total Mortgages Payable				$1,095,445	$1,140,293
Unsecured Notes Payable
Core Variable Rate Unsecured    Term Loans - Swapped (a)	3.65%-5.32%	3.65%-5.32%	Jun 2026	$400,000	$400,000
Fund II Unsecured Notes Payable	LIBOR+2.25%	LIBOR+2.25%	Sep 2022	40,000	40,000
Fund IV Subscription Facility	SOFR+2.01%	SOFR+2.01%	Dec 2022	—	5,000
Fund V Subscription Facility	LIBOR+1.90%	LIBOR+1.90%	May 2022	93,526	118,028
Net unamortized debt issuance costs				(3,730)	(3,988)
Total Unsecured Notes Payable				$529,796	$559,040
Unsecured Line of Credit
Core Unsecured Line of Credit - Variable Rate	LIBOR + 1.40%	LIBOR + 1.40%	Jun 2025	$153,051	$46,491
Core Unsecured Line of Credit -Swapped (a)	3.65%-5.32%	3.65%-5.32%	Jun 2025	41,354	66,414
Total Unsecured Line of Credit				$194,405	$112,905
Total Debt - Fixed Rate (b, c)				$975,941	$1,038,803
Total Debt - Variable Rate (d)				850,330	780,935
Total Debt				1,826,271	1,819,738
Net unamortized debt issuance costs				(7,045)	(7,946)
Unamortized premium				420	446
Total Indebtedness				$1,819,646	$1,812,238

a)At March 31, 2022, the stated rates ranged from LIBOR + 1.50% to LIBOR +1.70% for Core variable-rate debt; LIBOR + 2.75% to PRIME + 2.00% for Fund II variable-rate debt; LIBOR + 3.10% for Fund III variable-rate debt; LIBOR 1.75% to LIBOR + 3.65% for Fund IV variable-rate debt; LIBOR + 1.50% to LIBOR + 2.20% for Fund V variable-rate debt; LIBOR + 1.55% for Core variable-rate unsecured term loans; and LIBOR + 1.40% for Core variable-rate unsecured lines of credit.

b)Includes $798.2 million and $860.4 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.

c)Fixed-rate debt at March 31, 2022 and December 31, 2021 includes $0.0 million and $0.0 million, respectively of Core swaps that may be used to hedge debt instruments of the Funds.

d)Includes $107.3 million and $110.5 million, respectively, of variable-rate debt that is subject to interest cap agreements.

Credit Facility

The Company has a $700.0 million senior unsecured credit facility, as amended (the “Credit Facility”), comprised of a $300.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at LIBOR + 1.40%, and a $400.0 million senior unsecured term loan (the “Term Loan”) which bears interest at LIBOR + 1.55%. The Revolver matures on June 29, 2025, subject to two six-month extension options, and the Term Loan matures on June 29, 2026. The Credit Facility provides for an accordion feature, which allows for one or more increases in the revolving credit facility or term loan facility, for a maximum aggregate principal amount not to exceed $900.0 million. The Revolver and Term Loan were swapped to fixed rates at March 31, 2022.

Mortgages and Other Notes Payable

During the three months ended March 31, 2022, the Company:

•extended three Fund mortgages during the first quarter totaling $78.2 million (excluding principal reductions of $1.1 million);

•modified the terms of one mortgage during the first quarter which had an outstanding balance of $20.8 million prior to modification. The maturity date was extended from February 14, 2022 to February 14, 2023, and the interest rate was changed from LIBOR plus 1.60% to SOFR plus 1.75%;

•entered into a swap agreement during the first quarter with a notional value of $15.1 million, for its New Towne Center mortgage replacing the existing swap that expired (Note 8);

•repaid one Core mortgage of $12.3 million during the first quarter and repaid three Fund mortgages in the aggregate amount of $57.8 million in connection with the sale of properties during the first quarter (Note 2); and

•made scheduled principal payments totaling $2.2 million and repaid $8.4 million on the Fund IV secured bridge facility.

During the year ended December 31, 2021, the Company:

•assumed a $31.8 million mortgage upon the acquisition of Canton Marketplace (Note 2) with an interest rate of 3.35% and a maturity date of May 1, 2023; Entered into a $29.2 million mortgage collateralized by Monroe Marketplace (Note 2) with an interest rate of SOFR plus 2.76% and a maturity date of November 12, 2026;

•extended 11 Fund mortgages, two of which were extended during the first quarter totaling $37.7 million (after principal reductions of $1.7 million), five of which were extended during the second quarter totaling $125.7 million (after principal reductions of $6.5 million), two of which were extended during the third quarter totaling $53.1 million (after principal reductions of $10.2 million), and two of which were extended during the fourth quarter totaling $14.8 million (after principal reductions of $3.0 million);

•modified the terms of the Fund IV Bridge facility during the fourth quarter reflecting an extension of maturity to June 30, 2022 which had an outstanding balance of $64.2 million prior to modification. The facility had an outstanding balance of $59.2 million and $79.2 million at December 31, 2021 and 2020, respectively, reflecting repayments during 2021. In addition, during the first quarter of 2021, the interest rate was changed from LIBOR plus 2.00% to LIBOR plus 2.50% with a floor of 0.25%;

•refinanced a Fund II loan for $18.5 million with a new loan of $16.8 million at an interest rate of LIBOR + 2.75% maturing August 11, 2022;

•entered into a swap agreement during the first quarter with a notional value of $16.7 million, for its New Towne Plaza mortgage replacing the existing swap which expired. In addition, the Company terminated two forward-starting interest rate swaps resulting in cash proceeds of approximately $3.4 million during the first quarter (Note 8);

•repaid one Core mortgage of $6.7 million in connection with the sale of 60 Orange Street during the first quarter and four Fund mortgages in the aggregate amount of $23.5 million in connection with the sale of the properties during the second quarter (Note 2); and

•made scheduled principal payments of $8.6 million.
 

At March 31, 2022 and December 31, 2021, the Company’s mortgages were collateralized by 38 and 37 properties, respectively, and the related tenant leases. Certain loans are cross-collateralized and contain cross-default provisions. The loan agreements contain customary representations, covenants and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and leverage ratios. The Company was not in default on any of its loan agreements at March 31, 2022. A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

Unsecured Notes Payable

Unsecured notes payable for which total availability was $56.4 million and $16.3 million at March 31, 2022 and December 31, 2021, respectively, are comprised of the following:

•The outstanding balance of the Term Loan was $400.0 million at each of March 31, 2022 and December 31, 2021. The Company previously entered into swap agreements fixing the rates of the Term Loan balance.

•Fund II has a $40.0 million term loan secured by the real estate assets of City Point Phase II and guaranteed by the Operating Partnership. The outstanding balance of the Fund II term loan was $40.0 million at each of March 31, 2022 and December 31, 2021. There was no availability at each of March 31, 2022 and December 31, 2021.

•Fund IV has a $5.0 million subscription line with an outstanding balance and total available credit of $0.0 million and $5.0 million, respectively at March 31, 2022. The outstanding balance and total availability at December 31, 2021 were $5.0 million and $0.0 million, respectively. At March 31, 2022 and December 31, 2021, Fund IV also has $8.4 million and $0.0 million, respectively, available on its secured bridge facility.

•Fund V has a $150.0 million subscription line collateralized by Fund V’s unfunded capital commitments, and, to the extent of Acadia’s capital commitments, is guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $93.5 million and $43.0 million, respectively at March 31, 2022 reflecting outstanding letters of credit of $13.5 million. The outstanding balance and total available credit were $118.0 million and $16.3 million at December 31, 2021, respectively, reflecting outstanding letters of credit of $15.7 million.

Unsecured Revolving Line of Credit

At March 31, 2022 and December 31, 2021, the Company had a total of $101.6 million and $183.1 million available under its Revolver, reflecting borrowings of $194.4 million and $112.9 million and letters of credit of $4.0 million and $4.0 million, respectively. At each of March 31, 2022 and December 31, 2021, all of the Revolver was swapped to a fixed rate.

Scheduled Debt Principal Payments

The scheduled principal repayments, without regard to available extension options (described further below), of the Company’s consolidated indebtedness, as of March 31, 2022 are as follows (in thousands):

Year Ending December 31,
2022 (Remainder)	$	619,311
2023		173,451
2024		212,020
2025		259,737
2026		445,971
Thereafter		115,781
		1,826,271
Unamortized premium		420
Net unamortized debt issuance costs		(7,045	)
Total indebtedness	$	1,819,646

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of March 31, 2022 of $156.2 million contractually due in the remainder of 2022, $80.8 million contractually due in 2023; most for which the Company has available options to extend by up to 12 months and for some an additional 12 months thereafter. However, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options.

Of the debt maturing in 2022 and 2023, $256.7 million and $39.5 million, respectively, relates to Fund II's City Point property. Fund II is actively pursuing refinancing of these obligations.

See Note 4 for information about liabilities of the Company’s unconsolidated affiliates.