Debt

12 Months Ended

Dec. 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
	December 31,	December 31,	Maturity Date at	December 31,			December 31,
	2022	2021	December 31, 2022	2022			2021
Mortgages Payable
Core Fixed Rate	3.88%-5.89%	3.88%-5.89%	Feb 2024 - Apr 2035	$	143,838		$	145,464
Core Variable Rate - Swapped (a)	4.54%	3.41%-4.54%	Nov 2028		50,000			72,957
Total Core Mortgages Payable					193,838			218,421
Fund II Variable Rate	SOFR+2.61%	LIBOR+2.75% - PRIME+2.00%	Aug 2025		83,655			255,978
Fund II Variable Rate - Swapped  (a)	5.85%		Aug 2025		50,000			—
Total Fund II Mortgages Payable					133,655			255,978
Fund III Variable Rate	SOFR+3.35%	LIBOR+2.75%	Jul 2023		35,970			34,728
Fund IV Fixed Rate	4.50%	4.50%	Oct 2025		1,120			1,120
Fund IV Variable Rate	LIBOR+2.25%-LIBOR+3.65%	LIBOR+1.60%-LIBOR+3.65%	Apr 2023 - Jun 2026		145,110			221,832
Fund IV Variable Rate - Swapped (a)		3.48%-4.61%			—			23,316
Total Fund IV Mortgages and Other Notes Payable					146,230			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		36,409			58,878
Fund V Variable Rate - Swapped (a)	2.93%-5.11%	2.43%-4.78%	Jan 2023 - Apr 2025		358,014			297,731
Total Fund V Mortgages Payable					426,224			388,410
Net unamortized debt issuance costs					(7,621	)		(3,958	)
Unamortized premium					343			446
Total Mortgages Payable				$	928,639		$	1,140,293
Unsecured Notes Payable
Core Variable Rate Unsecured    Term Loans - Swapped (a)	3.74%-5.11%	3.65%-5.32%	Jun 2026 - Jul 2029	$	650,000		$	400,000
Fund II Unsecured Notes Payable		LIBOR+2.25%			—			40,000
Fund IV Subscription Facility		SOFR+2.01%			—			5,000
Fund V Subscription Facility	SOFR+1.86%	LIBOR+1.90%	May 2023		51,210			118,028
Net unamortized debt issuance costs					(5,076	)		(3,988	)
Total Unsecured Notes Payable				$	696,134		$	559,040
Unsecured Line of Credit
Core Unsecured Line of Credit - Variable Rate	SOFR+1.50%	LIBOR + 1.40%	Jun 2025	$	12,287		$	46,491
Core Unsecured Line of Credit -Swapped (a)	3.74%-5.11%	3.65%-5.32%	Jun 2025		156,000			66,414
Total Unsecured Line of Credit				$	168,287		$	112,905
Total Debt - Fixed Rate (b)				$	1,440,773		$	1,038,803
Total Debt - Variable Rate (c)					364,641			780,935
Total Debt					1,805,414			1,819,738
Net unamortized debt issuance costs					(12,697	)		(7,946	)
Unamortized premium					343			446
Total Indebtedness				$	1,793,060		$	1,812,238

a)At December 31, 2022, the stated rates ranged from 4.54% for Core variable-rate debt; SOFR + 2.61% for Fund II variable-rate debt; SOFR + 3.35% for Fund III variable-rate debt; LIBOR + 2.25% to LIBOR + 3.65% for Fund IV variable-rate debt; LIBOR + 1.85% to SOFR + 2.76% for Fund V variable-rate debt; 3.74%-5.11% for Core variable-rate unsecured term loans; and SOFR + 1.50% for Core variable-rate unsecured lines of credit.

b)Includes $1,264.0 million and $860.4 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented. Fixed-rate debt at December 31, 2022 and 2021 includes $12.3 million and $0.0 million, respectively of Core swaps that may be used to hedge debt instruments of the Funds.

c)Includes $103.8 million and $110.5 million, respectively, of variable-rate debt that is subject to interest cap agreements as of the periods presented.

Credit Facilities

The Operating Partnership has a $700.0 million senior unsecured credit facility, as amended (the “Credit Facility”), with Bank of America, N.A. as administrative agent, comprised of a $300.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and a $400.0 million senior unsecured term loan (the “Term Loan”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating. Currently, the Revolver bears interest at SOFR + 1.50% and the Term Loan bears interest at SOFR + 1.65%. 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 Credit Facility is guaranteed by the Company and certain subsidiaries of the Company.

On April 6, 2022, the Operating Partnership entered into a $175.0 million term loan facility (the “$175.0 Million Term Loan”), with Bank of America, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and which matures on April 6, 2027. The proceeds of the $175.0 million term loan were used to pay down the Revolver. Currently the $175.0 million term loan bears interest at SOFR + 1.60%. The $175.0 million term loan is guaranteed by the Company and certain subsidiaries of the Company.

On July 29, 2022, the Operating Partnership entered into the $75.0 million term loan (the “$75.0 Million Term Loan”), with TD Bank, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating and which matures on July 29, 2029. Currently the $75.0 million term loan bears interest at SOFR + 2.05%. The proceeds of the $75.0 million term loan were used to pay down the Revolver. The $75.0 million term loan is guaranteed by the Company and certain subsidiaries of the Company.

The Company has entered into various swap agreements to effectively fix its interest costs on a portion of its Revolver and term loans, as described above, at December 31, 2022 (Note 8).

Mortgages and Other Notes Payable

During the year ended December 31, 2022, the Company (amounts represent balances at the time of transactions):

•entered into a new Fund mortgage in the amount of $42.4 million in the second quarter;

•modified and extended ten Fund mortgages, four of which were extended during the first quarter totaling $99.0 million (excluding principal reductions of $1.1 million), two of which were extended during the second quarter totaling $62.2 million, one of which was extended during the third quarter totaling $36.0 million, and three of which were extended during the fourth quarter totaling $83.4 million (excluding principal reductions and interest reserve of $3.5 million and $4.2 million, respectively);

•modified the Fund IV bridge loan with an outstanding balance of $42.2 million (excluding principal reductions of $8.6 million) and changed the rate to SOFR plus 2.56% and extended the term by two-months in the second quarter; During the third quarter, the Company modified the facility and extended the maturity date to December 29, 2023.

•refinanced a Core loan in the third quarter with an outstanding balance of $25.4 million with a new loan of $26.0 million at an interest rate of 4.0% maturing July 10, 2027;

•refinanced Fund II mortgage debt and unsecured note collateralized by the real estate assets of City Point Phase II in the third quarter with an aggregate outstanding balance of $257.9 million and $40.0 million, respectively, ("City Point debt"), with a single $198.0 million mortgage loan, with initial proceeds of approximately $132.3 million and a loan from the Company to other Fund II Investors (Note 10). The mortgage has a three-year initial term and bears interest at SOFR + 2.61%. The mortgage is collateralized by the real estate assets of City Point, of which $50.0 million is guaranteed by the Operating Partnership;

•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; repaid two Fund mortgages during the third quarter in the aggregate amount of $29.5 million in connection with the sale of a property during the third quarter; repaid one Core mortgage of $10.3 million in connection with the sale of a property in the fourth quarter; and

•made principal payments of $7.5 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 + 2.00% to LIBOR + 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 principal payments of $8.6 million.

At December 31, 2022 and 2021, the Company’s mortgages were collateralized by 31 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 related to the Fund II City Point mortgage loan. The Company is not in default on any of its loan agreements at December 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 $41.8 million and $16.3 million at December 31, 2022 and 2021, respectively, are comprised of the following:

•The outstanding balance of the Term Loan was $400.0 million at each of December 31, 2022 and December 31, 2021.

•The outstanding balance of the $175.0 Million Term Loan was $175.0 million at December 31, 2022 and zero 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.

•The outstanding balance of the $75.0 Million Term Loan was $75.0 million at December 31, 2022 and zero at December 31, 2021.

•Fund II refinanced its $40.0 million term loan in the third quarter as part of the aforementioned City Point debt. The term loan had an outstanding balance of $40.0 million prior to refinancing, and also at December 31, 2021, and was collateralized by the real estate assets of City Point Phase II and guaranteed by the Operating Partnership. There was no availability prior to the modification, and also at December 31, 2021.

•Fund IV had a $5.0 million subscription line that expired on December 29, 2022, which had an outstanding balance and total available credit of $0.0 and $0.0 million, respectively, at maturity. The outstanding balance and total availability at December 31, 2021 were $5.0 million and zero, respectively. At December 31, 2022 and 2021, Fund IV had $0.0 million available on its bridge facility. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV Bridge loan.

•Fund V has a $100.0 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 total capacity was reduced by $50.0 million in the second quarter of 2022, which had an outstanding balance of $52.3 million prior to modification. The outstanding balance and total available credit of the Fund V subscription line was $51.2 million and $41.8 million, respectively at December 31, 2022, reflecting outstanding letters of credit of $7.0 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 $7.0 million.

Unsecured Revolving Line of Credit

At December 31, 2022 and 2021, the Company had a total of $131.7 million and $183.1 million, respectively, available under its Revolver, reflecting borrowings of $168.3 million and $112.9 million and letters of credit of $0.0 million and $4.0 million at December 31, 2022 and 2021, respectively. At each of December 31, 2022 and 2021, $156.0 million and $66.4 million, respectively, of outstanding borrowings under its revolver were 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 December 31, 2022 are as follows (in thousands):

Year Ending December 31,
2023	$	340,075
2024		251,663
2025		408,988
2026		436,426
2027		202,354
Thereafter		165,908
		1,805,414
Unamortized premium		343
Net unamortized debt issuance costs		(12,697	)
Total indebtedness	$	1,793,060

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of December 31, 2022 of $51.2 million contractually due in 2023, $0.0 million contractually due in 2024, $344.3 million contractually due in 2025 and $0.0 million contractually due in 2026; all 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.

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