Debt

9 Months Ended

Sep. 30, 2021

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
	September 30,	December 31,	Maturity Date at	September 30,	December 31,
	2021	2020	September 30, 2021	2021	2020
Mortgages Payable
Core Fixed Rate	3.88%-5.89%	3.88%-5.89%	Feb 2024 - Apr 2035	$146,061	$147,810
Core Variable Rate - Swapped (a)	3.41%-4.54%	3.41%-4.54%	Jan 2023 - Nov 2028	73,164	80,500
Total Core Mortgages Payable				219,225	228,310
Fund II Variable Rate	LIBOR+3.00% - PRIME+2.00%	LIBOR+3.00% - PRIME+2.00%	Mar 2022 - August 2022	237,943	228,282
Fund II Variable Rate - Swapped (a)	2.88%	2.88%	Nov 2021	18,588	18,803
Total Fund II Mortgages Payable				256,531	247,085
Fund III Variable Rate	LIBOR+2.75%-LIBOR+3.10%	LIBOR+2.75%-LIBOR+3.10%	Jun 2022 - Jul 2022	71,003	71,918
Fund IV Fixed Rate	4.50%	3.40%-4.50%	Oct 2025	1,120	6,726
Fund IV Variable Rate	LIBOR+1.60%-LIBOR+3.65%	LIBOR+1.60%-LIBOR+3.40%	Nov 2021 - Jun 2026	235,125	254,234
Fund IV Variable Rate - Swapped (a)	3.48%-4.61%	3.48%-4.61%	Apr 2022 - Dec 2022	42,385	66,590
Total Fund IV Mortgages and Other Notes Payable				278,630	327,550
Fund V Fixed Rate	3.35%		May 2023	31,801	—
Fund V Variable Rate	LIBOR + 1.85%	LIBOR+1.50%-LIBOR+2.20%	Jun 2022	30,024	1,354
Fund V Variable Rate - Swapped (a)	2.43%-4.78%	2.95%-4.78%	Feb 2022 - Dec 2024	298,014	334,323
Total Fund V Mortgages Payable				359,839	335,677
Net unamortized debt issuance costs				(4,671)	(6,507)
Unamortized premium				471	548
Total Mortgages Payable				$1,181,028	$1,204,581
Unsecured Notes Payable
Core Variable Rate Credit Facility		LIBOR+2.55%		$—	$30,000
Core Variable Rate Unsecured    Term Loans - Swapped (a)	3.65%-5.32%	2.49%-5.02%	Jun 2026	400,000	350,000
Total Core Unsecured Notes    Payable				400,000	380,000
Fund II Unsecured Notes Payable	LIBOR+2.25%	LIBOR+1.65%	Sep 2022	40,000	40,000
Fund IV Term Loan/Subscription Facility	LIBOR+1.90%	LIBOR+1.90%	Dec 2021	—	864
Fund V Subscription Facility	LIBOR+1.90%	LIBOR+1.60%	May 2022	68,076	250
Net unamortized debt issuance costs				(4,110)	(256)
Total Unsecured Notes Payable				$503,966	$420,858
Unsecured Line of Credit
Core Unsecured Line of Credit -Swapped (a)	3.65%-5.32%	2.49%-5.02%	Jun 2025	$102,905	$138,400
Total Debt - Fixed Rate (b, c )				$1,114,038	$1,143,152
Total Debt - Variable Rate (d)				682,171	626,902
Total Debt				1,796,209	1,770,054
Net unamortized debt issuance costs				(8,781)	(6,763)
Unamortized premium				471	548
Total Indebtedness				$1,787,899	$1,763,839

a)At September 30, 2021, the stated rates ranged from LIBOR + 1.50% to LIBOR +1.90% for Core variable-rate debt; LIBOR + 1.39% for Fund II variable-rate debt; LIBOR + 2.75% to LIBOR + 3.10% for Fund III variable-rate debt; LIBOR + 1.75% to LIBOR +2.00% 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 $935.1 million and $988.6 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 September 30, 2021 and December 31, 2020 includes $0.0 million and $3.2 million, respectively of Core swaps that may be used to hedge debt instruments of the Funds.

d)Includes $145.3 million and $139.2 million, respectively, of variable-rate debt that is subject to interest cap agreements.

Credit Facility

Since February 2018 and as subsequently amended, the Company has had a senior unsecured credit facility (the “Credit Facility”) comprised of a $250.0 million senior unsecured revolving credit facility (the “Revolver”) which bore interest at LIBOR + 1.40%, and a $350.0 million senior unsecured term loan (the “Term Loan”) which bore interest at LIBOR + 1.30%. The Revolver was scheduled to mature on March 31, 2022, subject to two six-month extension options, and the $350.0 million Term Loan was scheduled to expire on March 31, 2023.

During June 2021, the Company modified the Credit Facility, providing for a $50.0 million increase in the Revolver and a $50.0 million increase in the Term Loan. This amendment resulted in borrowing capacity of up to $700.0 million in principal amount, which includes a $300.0 million Revolver maturing on June 29, 2025, subject to two six-month extension options, and a $400.0 million Term Loan expiring on June 29, 2026. In addition, the amendment provides for revisions to the 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 $300.0 million Revolver bears interest at LIBOR + 1.40% and the $400.0 million Term Loan bears interest at LIBOR + 1.55% at September 30, 2021, all of which were swapped to fixed rates. In connection with the amendment to the Credit Facility, during the second quarter of 2021, the Company (i) capitalized $2.7 million of debt issuance costs associated with the amended Revolver, which are included in deferred financing costs within other assets (Note 5); (ii) capitalized $3.1 million associated with the amended Term Loan, which are included in net unamortized debt issuance costs in the table above; and (iii) expensed $0.1 million of third-party costs associated with the Term Loan.

Mortgages and Other Notes Payable

During the nine months ended September 30, 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;

extended nine Fund mortgages, two of which were extended during the first quarter totaling $37.2 million (after principal reductions of $1.7 million), five of which were extended during the second quarter totaling $125.1 million (after principal reductions of $6.5 million) and two of which were extended during the third quarter totaling $53.0 million (after principal reductions of $10.2 million);

modified the terms of the Fund IV Bridge facility during the second quarter which had an outstanding balance of $79.2 million prior to modification. Fund IV repaid $10.0 million of principal, the maturity date was extended from June 30, 2021 to December 31, 2021, and the interest rate was changed from LIBOR plus 2.00% to LIBOR plus 2.50% with a floor of 0.25%;

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 (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 $6.3 million.

During the year ended December 31, 2020, the Company:

extended the maturity date of a $200.0 million Fund II loan from May 2020 to May 2022. In addition, the Company extended seven Fund mortgages, two of which were extended for one year during the first quarter with aggregate outstanding balances of $46.0 million at December 31, 2020, two of which were extended for one year during the second quarter with an aggregate outstanding balance of $51.3 million at December 31, 2020, one of which was extended for one year during the third quarter with aggregate outstanding balances of $40.0 million at December 31, 2020, and two of which were extended for a minimum of one year during the fourth quarter with aggregate outstanding balances of $88.0 million at December 31, 2020;

modified the terms of one Fund IV $23.8 million mortgage, which had $18.9 million outstanding, in June 2020 to adjust the allowable timing of draws. At closing, an additional $1.0 million was drawn and in July 2020 an additional $0.9 million was drawn. The Company also modified one Fund III and two Fund IV loans aggregating $103.4 million requiring the repayment of $11.5 million;

entered into two swap agreements in February 2020 each with notional values of $50.0 million, which are not effective until April 2022 and April 2023 and were later terminated in the first quarter of 2021. In July 2020, two previously-executed forward swap agreements took effect with current notional values as of December 31, 2020 of $30.4 million each (Note 8);

repaid one Core mortgage of $26.3 million in connection with the litigation settlement discussed below and one Fund IV mortgage of $11.6 million in connection with the sale of Colonie Plaza in April 2020 (Note 2); and

made scheduled principal payments of $6.1 million.

At September 30, 2021 and December 31, 2020, the Company’s mortgages were collateralized by 38 and 42 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 September 30, 2021. A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

A mortgage loan collateralized by the property held by Brandywine Holdings in the Core Portfolio, was in default and subject to litigation at December 31, 2019. The loan was originated in June 2006 and had an original principal amount of $26.3 million and a scheduled maturity of July 1, 2016. By maturity, the loan was in default. On October 30, 2020, the Company settled the litigation for approximately $30.0 million resulting in a gain on debt extinguishment of $18.3 million reflected in Realized and unrealized holding gains (losses) on investments and other in the consolidated statement of operations during the fourth quarter of 2020, of which the Company’s proportionate share was $4.1 million. Upon settlement of this litigation, the Company obtained its partner’s 77.78% noncontrolling interest for nominal consideration, resulting in an adjustment of $15.9 million as a reduction to equity.

Unsecured Notes Payable

Unsecured notes payable for which total availability was $71.2 million and $128.7 million at September 30, 2021 and December 31, 2020, respectively, are comprised of the following:

The outstanding balance of the Core term loan was $400.0 million and $350.0 million at September 30, 2021 and December 31, 2020, respectively. The Company previously entered into swap agreements fixing the rates of the Core term loan balance.

On July 1, 2020, the Company obtained a $30.0 million Core term loan, with an accordion option to increase up to $90.0 million. This term loan was scheduled to mature on June 30, 2021 and bore interest at LIBOR plus 2.55% with a LIBOR floor of 0.75%. The term loan was repaid during June 2021. The outstanding balance at September 30, 2021 and December 31, 2020 was $0 and $30.0 million, respectively.

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. In September 2021, the Company modified the term loan, extending the maturity to September 2022 and the interest rate was increased from LIBOR plus 1.65% to LIBOR plus 2.25%. The outstanding balance of the Fund II term loan was $40.0 million at each of September 30, 2021 and December 31, 2020. There was no availability at each of September 30, 2021 and December 31, 2020.

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 September 30, 2021. The outstanding balance and total availability at December 31, 2020 were $0.9 million and $0.5 million, respectively, reflecting letters of credit of $3.6 million.

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. During the year ended December 31, 2020, the Company modified the $150.0 million Fund V Subscription line and extended the due date from May 2020 to May 2021. In April 2021, the Company modified the subscription line, extending the maturity to May 2022 and the interest rate was increased from LIBOR plus 1.60% to LIBOR plus 1.90%. The outstanding balance and total available credit of the Fund V subscription line was $68.1 and $66.2 million, respectively at September 30, 2021 reflecting outstanding letters of credit of $15.7 million. The outstanding balance and total available credit were $0.3 million and $128.2 million at December 31, 2020, respectively, reflecting outstanding letters of credit of $21.5 million.

Unsecured Revolving Line of Credit

At September 30, 2021 and December 31, 2020, the Company had a total of $193.1 million and $101.1 million available under its Core Revolver, reflecting borrowings of $102.9 million and $138.4 million and letters of credit of $4.0 million and $10.5 million, respectively. At each of September 30, 2021 and December 31, 2020, all of the Core unsecured revolving line of credit 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 September 30, 2021 are as follows (in thousands):

Year Ending December 31,
2021 (Remainder)	$	102,817
2022		670,056
2023		110,501
2024		212,020
2025		168,233
Thereafter		532,582
		1,796,209
Unamortized premium		471
Net unamortized debt issuance costs		(8,781	)
Total indebtedness	$	1,787,899

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of September 30, 2021 of $64.2 million contractually due in 2021, $216.6 million contractually due in 2022, and $41.5 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.

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