Debt

6 Months Ended

Jun. 30, 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
	June 30,	December 31,	Maturity Date at	June 30,	December 31,
	2022	2021	June 30, 2022	2022	2021
Mortgages Payable
Core Fixed Rate	3.88%-5.89%	3.88%-5.89%	Feb 2024 - Apr 2035	$144,250	$145,464
Core Variable Rate - Swapped (a)	3.41%-4.54%	3.41%-4.54%	Jun 2026 - Nov 2028	60,460	72,957
Total Core Mortgages Payable				204,710	218,421
Fund II Variable Rate	LIBOR+2.75% - PRIME+2.00%	LIBOR+2.75% - PRIME+2.00%	Aug 2022 - Mar 2023	256,468	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%	Aug 2022 - Jun 2026	181,380	221,832
Fund IV Variable Rate - Swapped (a)		3.48%-4.61%		—	23,316
Total Fund IV Mortgages and Other Notes Payable				182,500	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 2023 - Nov 2026	58,452	58,878
Fund V Variable Rate - Swapped (a)	2.43%-4.78%	2.43%-4.78%	Jan 2023 - Apr 2025	338,110	297,731
Total Fund V Mortgages Payable				428,363	388,410
Net unamortized debt issuance costs				(4,050)	(3,958)
Unamortized premium				394	446
Total Mortgages Payable				$1,104,355	$1,140,293
Unsecured Notes Payable
Core Variable Rate Unsecured    Term Loans - Swapped (a)	3.65%-5.32%	3.65%-5.32%	Apr 2027	$575,000	$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 2023	3,303	118,028
Net unamortized debt issuance costs				(4,919)	(3,988)
Total Unsecured Notes Payable				$613,384	$559,040
Unsecured Line of Credit
Core Unsecured Line of Credit - Variable Rate	LIBOR + 1.40%	LIBOR + 1.40%	Jun 2025	$80,192	$46,491
Core Unsecured Line of Credit -Swapped (a)	3.65%-5.32%	3.65%-5.32%	Jun 2025	16,295	66,414
Total Unsecured Line of Credit				$96,487	$112,905
Total Debt - Fixed Rate (b)				$1,167,036	$1,038,803
Total Debt - Variable Rate (c)				655,765	780,935
Total Debt				1,822,801	1,819,738
Net unamortized debt issuance costs				(8,969)	(7,946)
Unamortized premium				394	446
Total Indebtedness				$1,814,226	$1,812,238

a)At June 30, 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 SOFR + 2.50% for Fund V variable-rate debt; LIBOR + 1.55% to SOFR + 1.60% for Core variable-rate unsecured term loans; and LIBOR + 1.40% for Core variable-rate unsecured lines of credit.

b)Includes $989.9 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)Includes $107.3 million and $110.5 million, respectively, of variable-rate debt that is subject to interest cap agreements.

Credit Facilities

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 June 30, 2022.

On April 6, 2022, the Company entered into an additional term loan (the "$175.0 Million Term Loan"). The $175.0 Million Term Loan bears interest at SOFR plus 1.5% and matures on April 6, 2027. In addition, during the second quarter of 2022, the Company entered into swaps totaling $150.0 million (Note 8) to fix SOFR at an average rate of 2.5% for borrowings under the $175.0 Million Term Loan. The proceeds of the $175.0 Million Term Loan were used to pay down the Revolver.

Mortgages and Other Notes Payable

During the six months ended June 30, 2022, the Company (amounts represent balances at the time of transactions):

•entered into a new Fund mortgage in the amount of $50.2 million;

•extended three Fund mortgages during the first quarter totaling $78.2 million (excluding principal reductions of $1.1 million) and two Fund mortgages during the second quarter totaling $62.2 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%; During the second quarter, the Company extended the term by two months and modified the $42.2 million (excluding principal reductions of $8.6 million) Fund IV bridge facility changing the rate to SOFR plus 2.56%;

•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); During the second quarter, the Company entered into a swap for a Fund V mortgage of $42.4 million fixing the all-in rate at 5.1%;

•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); repaid one Fund mortgage during the second quarter in the amount of $22.7 million; and

•made scheduled principal payments totaling $3.5 million and repaid $17.0 million on the Fund IV secured bridge facility.

During the year ended December 31, 2021, the Company (amounts represent balances at the time of transactions):

•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 June 30, 2022 and December 31, 2021, the Company’s mortgages were collateralized by 34 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 Operating Partnership has guaranteed up to $50.0 million of the Fund IV Bridge loan. The Company was not in default on any of its loan agreements at June 30, 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 $146.7 million and $16.3 million at June 30, 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 June 30, 2022 and December 31, 2021. The Company previously entered into swap agreements fixing the rate of the Term Loan balance.

•The outstanding balance of the $175.0 Million Term Loan was $175.0 million at June 30, 2022 and $0.0 at December 31, 2021. During the second quarter of 2022, the Company entered into swap agreements fixing the rate of the $175.0 Million Term Loan balance.

•Fund II has a $40.0 million term loan collateralized 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 June 30, 2022 and December 31, 2021. There was no availability at each of June 30, 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 and $5.0 million, respectively at June 30, 2022. The outstanding balance and total availability at December 31, 2021 were $5.0 million and $0.0 million, respectively. At June 30, 2022 and December 31, 2021, Fund IV also has $17.0 million and $0.0 million, respectively, available on its secured bridge facility.

•Fund V has a $135.0 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 $3.3 million and $124.7 million, respectively at June 30, 2022 reflecting outstanding letters of credit of $7.0 million and a capacity reduction in the second quarter of 2022. 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 June 30, 2022 and December 31, 2021, the Company had a total of $199.5 million and $183.1 million available under its Revolver, reflecting borrowings of $96.5 million and $112.9 million and letters of credit of $4.0 million and $4.0 million, respectively. At each of June 30, 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 June 30, 2022 are as follows (in thousands):

Year Ending December 31,
2022 (Remainder)	$	430,916
2023		238,792
2024		212,128
2025		204,220
2026		445,975
Thereafter		290,770
		1,822,801
Unamortized premium		394
Net unamortized debt issuance costs		(8,969	)
Total indebtedness	$	1,814,226

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of June 30, 2022 of $93.8 million contractually due in the remainder of 2022 and $84.4 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, which were refinanced in August 2022 (Note 15).

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