On January 4, 2006, Fund I recapitalized a one million square foot retail portfolio located in Wilmington Delaware (“Brandywine Portfolio”) through a merger of interests with affiliates of GDC Properties (“GDC”). The Brandywine Portfolio was recapitalized through a “cash-out” merger of the 77.8% interest, which was previously held by the institutional investors in Fund I to GDC at a valuation of $164.0 million. We, through a subsidiary, retained our existing 22.2% interest and continue to operate the Brandywine Portfolio and earn fees for such services. At the closing, the Fund I investors, excluding us, received a return of all of their capital invested in Fund I and preferred return, thus triggering our Promote distribution in all future Fund I distributions. During June of 2006, the investors received $36.0 million of additional proceeds from this transaction following the replacement of bridge financing provided by us and the investors with permanent mortgage financing.
Following the recapitalization of the Brandywine Portfolio, there are 32 assets comprising approximately 2 million square feet remaining in Fund I, in which our interest in cash flow and income has increased from 22.2% to 37.8% as a result of the Promote as follows:
In addition, we, along with the investors have invested in Mervyns as discussed further below.
To date, Fund II’s primary investment focus has been in the New York Urban/Infill Redevelopment Initiative and the Retailer Controlled Property Venture.
On January 27, 2004, along with our investors in Funds I and II, we entered into the RCP Venture with Klaff Realty, L.P. (“Klaff”) and Klaff’s long time capital partner Lubert-Adler Management, Inc. (“Lubert-Adler”) for the purpose of making investments in retailers or surplus or underutilized properties owned by retailers. The initial size of the RCP Venture is expected to be approximately $300.0 million in equity based on anticipated investments of approximately $1.0 billion. Each participant in the RCP Venture has the right to opt out of any potential investment. Each investment through the RCP Venture is a separate joint venture as it potentially involves different investment consortium partners. As of June 30, 2006, affiliates of Funds I and II (including us) have invested a total of $45.8 million in the RCP Venture. Fund II anticipates investing the remaining portion of the original 20% of the equity of the RCP Venture. Cash flow is to be distributed to the partners until they have received a 10% cumulative return and a full return of all contributions. Thereafter, remaining cash flow is to be distributed 20% to Klaff and 80% to the partners (including Klaff). We will also earn market-rate fees for property management, leasing and construction services on behalf of the RCP Venture.
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During September of 2004, we made our first RCP Venture investment with our participation in the acquisition of Mervyns. Affiliates of Fund I and Fund II, through separately organized, newly formed limited liability companies on a non-recourse basis, invested in the acquisition of Mervyns through the RCP Venture, which, as part of an investment consortium with Sun Capital and Cerberus, acquired Mervyns from Target Corporation. The total acquisition price was approximately $1.2 billion subject to debt of approximately $800.0 million. Affiliates of Funds I and II invested a total of $24.6 million on a non-recourse basis. Our share of equity amounted to $5.2 million. During 2005, the consortium sold a portion of the portfolio as well as refinanced existing mortgage debt and distributed cash to the investors, of which a total of $42.7 million was distributed to affiliates of Fund I and Fund II of which our share amounted to $10.2 million. During the six months ended June 30, 2006, the consortium distributed an additional $3.4 million to affiliates of Fund I and Fund II of which $1.0 million was our share.
During June of 2006, the RCP Venture made its second investment with its participation in the acquisition of Albertson’s. Affiliates of Fund II, through the same limited liability companies which were formed for the investment in Mervyns, invested $21.2 million in the acquisition of Albertson’s through the RCP Venture, along with others as part of an investment consortium. Our share of the invested capital was $4.2 million.
New York Urban Infill Redevelopment Initiative
In September of 2004, we, through Fund II, launched our New York Urban Infill Redevelopment initiative. As retailers continue to recognize that many of the nation’s urban markets are underserved from a retail standpoint, Fund II’s intent is to capitalize on this trend by investing in redevelopment projects in dense urban areas where retail tenant demand has effectively surpassed the supply of available sites. During 2004, Fund II, together with an unaffiliated partner, P/A Associates, LLC (“P/A”), formed Acadia-P/A Holding Company, LLC (“Acadia-P/A”) for the purpose of acquiring, constructing, developing, owning, operating, leasing and managing certain retail real estate properties in the New York City metropolitan area. P/A has agreed to invest 10% of required capital up to a maximum of $2.0 million and Fund II, the managing member, has agreed to invest the balance to acquire assets in which Acadia-P/A agrees to invest. Operating cash flow is generally to be distributed pro-rata to Fund II and P/A until each has received a 10% cumulative return and then 60% to Fund II and 40% to P/A. Distributions of net refinancing and net sales proceeds, as defined, follow the distribution of operating cash flow except that unpaid original capital is returned before the 60%/40% split between Fund II and P/A, respectively. Upon the liquidation of the last property investment of Acadia-P/A, to the extent that Fund II has not received an 18% internal rate of return (“IRR”) on all of its capital contributions, P/A is obligated to return a portion of its previous distributions, as defined, until Fund II has received an 18% IRR. To date, Fund II has, in conjunction with P/A, invested in seven projects through Fund II as follows:
| | | | | | | | | Redevelopment ($ in millions) |
| | | | | | | | |
|
|
|
|
|
Property | | Location | | Year acquired | | Purchase
price | | Anticipated
additional costs | | Estimated
completion | | Square feet upon
completion |
| |
| |
| |
| |
| |
| |
|
Liberty Avenue (1) | | Queens | | 2005 | | $ | — | | $ | 15.0 | | 1st half 2007 | | 125,000 |
216th Street | | Manhattan | | 2005 | | | 7.0 | | | 17.0 | | 1st half 2007 | | 60,000 |
Pelham Manor Shopping Center (1) | | Westchester | | 2004 | | | — | | | 35.0 | | 1st half 2008 | | 325,000 |
Canarsie Plaza (2) | | Brooklyn | | 2006 | | | — | | | 55.0 | | 2nd half 2008 | | 300,000 |
161st Street | | Bronx | | 2005 | | | 49.0 | | | 21.0 | | 2nd half 2008 | | 225,000 |
400 East Fordham Road | | Bronx | | 2004 | | | 30.0 | | | 70.0 | | 1st half 2009 | | 270,000 |
4650 Broadway | | Manhattan | | 2005 | | | 25.0 | | | 30.0 | | 2nd half 2009 | | 175,000 |
| | | | | |
|
| |
|
| | | |
|
Total | | | | | | $ | 111.0 | | $ | 243.0 | | | | 1,480,000 |
| | | | | |
|
| |
|
| | | |
|
Notes:
| (1) | Fund II acquired a ground lease interest at this property. |
| (2) | Closing is anticipated in 2006, although such closing cannot be assured. |
Other Investments
During January 2006, we closed on a 20,000 square foot retail building in the Lincoln Park district in Chicago. The property was acquired from an affiliate of Klaff for $9.8 million. Tenants include Starbucks, Nine West, Vitamin Shoppe, The Body Shop, Papyrus and Cold Stone Creamery.
Also during January 2006, we acquired a 60% interest in the A&P Shopping Plaza located in Boonton, New Jersey. The property, which is 100% occupied and located in northeastern New Jersey, is a 63,000 square foot shopping center anchored by a 49,000 square foot A&P Supermarket. The remaining 40% interest is owned by a principal of P/A. Our 60% was acquired for $3.2 million.
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On June 16, 2006, we purchased 8400 and 8625 Germantown Road in Philadelphia, Pennsylvania for $16.0 million. We assumed a $10.1 million first mortgage loan which has a maturity date of June 11, 2013. The 40,570 square foot property is 100% occupied.
In March of 2005, we invested $20.0 million in a preferred equity position (“Preferred Equity Investment”) with Levitz SL, L.L.C. (“Levitz SL”), the owner of fee and leasehold interests in 30 locations (the “Properties”), totaling 2.5 million square feet, of which the majority are currently leased to Levitz Furniture Stores. Klaff is a managing member of Levitz SL. The Preferred Equity Investment received a return of 10%, plus a minimum return of capital of $2.0 million per annum. During March 2006, the rate of return was reset to the six-month LIBOR plus 644 basis points or 11.5%.
On June 1, 2006, we converted the Preferred Equity Investment to a mortgage loan and advanced additional proceeds bringing the total outstanding amount to $31.3 million. The loan has a maturity date of May 31, 2008 and has an interest rate of 10.5%. The loan is secured by fee and leasehold mortgages as well as a pledge of the entities owning 19 of the above remaining locations totaling 1.8 million square feet. Although Levitz Furniture is currently operating under Chapter 11 bankruptcy protection, we believe the underlying value of the real estate is sufficient to recover the principal and interest due under the mortgage.
Property Development, Redevelopment and Expansion
Our redevelopment program focuses on selecting well-located neighborhood and community shopping centers and creating significant value through re-tenanting and property redevelopment. During the six months ended June 30, 2006, we did not undertake any significant redevelopment projects within our core portfolio.
Additionally, for the year ending December 31, 2006, we currently estimate that capital outlays of approximately $5.0 million to $7.0 million will be required for tenant improvements, related renovations and other property improvements.
Share Repurchase
The repurchase of our Common Shares has historically been an additional use of liquidity. We have an existing share repurchase program that authorizes management, at its discretion, to repurchase up to $20.0 million of our outstanding Common Shares. Through May 5, 2006, we had repurchased 2.1 million Common Shares at a total cost of $11.7 million of which 2.0 million of these Common Shares have been subsequently reissued. The program may be discontinued or extended at any time and there is no assurance that we will purchase the full amount authorized. There were no Common Shares repurchased by us during the quarter ended June 30, 2006.
SOURCES OF LIQUIDITY
We intend on using the Company and Fund II as the primary vehicles for our future acquisitions, including investments in the RCP Venture and New York Urban/Infill Redevelopment initiative. Sources of capital for funding our joint venture commitments, other property acquisitions, redevelopment, expansion and re-tenanting, as well as future repurchases of Common Shares are expected to be obtained primarily from issuance of public equity or debt instruments, cash on hand, additional debt financings and future sales of existing properties. As of June 30, 2006, we had a total of approximately $43.0 million of additional capacity under our three existing debt facilities, $82.1 million under two existing debt facilities in Fund II, cash and cash equivalents on hand, inclusive of balances in Funds I and II, of $55.1 million. We anticipate that cash flow from operating activities will continue to provide adequate capital for all of our debt service payments, recurring capital expenditures and REIT distribution requirements.
Financing
At June 30, 2006, mortgage notes payable aggregated $361.9 million, including net valuation adjustment of debt at date of acquisition of $2.3 million, and were collateralized by 33 properties and related tenant leases. Interest rates on our outstanding mortgage indebtedness ranged from 5.0% to 8.5% with maturities that ranged from July 2007 to November 2032. Taking into consideration $91.4 million of notional principal under variable to fixed-rate swap agreements currently in effect, $303.7 million of the portfolio, or 84%, was fixed at a 5.8% weighted average interest rate and $55.9 million, or 16% was floating at a 6.8% weighted average interest rate. There is $0 and $54.9 million of debt scheduled to mature in 2006 and 2007, respectively, at weighted average interest rates of 6.3% for 2007. We will need to refinance this indebtedness or select other alternatives based on market conditions at that time.
The following summarizes the financing and refinancing transactions since December 31, 2005:
On January 12, 2006, in conjunction with the purchase of a property, we assumed a loan of $3.8 million which bears interest at a fixed rate of 8.5%.
On January 18, 2006, we drew an additional $1.8 million on an existing credit facility. On April 21, 2006, we paid down $15.0 million on this existing credit facility. On June 1, 2006, we drew an additional $19.2 million on this facility. On June 22, 2006 we paid off the entire existing balance of $30.4 million .
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On January 24, 2006, in conjunction with the purchase of a partnership interest, we assumed a loan of $8.7 million which bears interest at a fixed rate of 6.4%.
On February 22, 2006, we financed a property within its existing portfolio for $20.5 million. This loan bears interest at a fixed rate of 5.4%. A portion of the proceeds were used to pay down $10.9 million on an existing credit facility.
On March 27, 2006, we refinanced a property for $30.0 million. This loan bears interest at LIBOR plus 140 basis points. A portion of the proceeds were used to pay down the existing $12.1 million of debt on this property.
On May 31, 2006, we borrowed an additional $13.0 million on an existing $65.0 million revolving credit facility. This additional draw was repaid on June 30, 2006. The remaining existing balance as of June 30, 2006 is $22.0 million.
On June 16, 2006, in conjunction with the purchase of a property, we assumed a loan of $10.1 million which bears interest at a fixed rate of 5.45%.
The following table summarizes our mortgage indebtedness as of June 30, 2006 and December 31, 2005:
(dollars in millions) | | June 30,
2006 | | December 31,
2005 | | Interest Rate
at June 30, 2006 | | Maturity | | Properties
Encumbered | | Payment
Terms | |
| |
| |
| |
| |
| |
| |
| |
Mortgage notes payable – variable-rate | | | | | | | | | | | | | | | |
Bank of America, N.A. | | $ | 22.0 | | $ | 22.0 | | 6.65% (LIBOR + 1.30% | ) | 6/1/2010 | | (1 | ) | (29 | ) |
Washington Mutual Bank, FA | | | 23.4 | | | 23.7 | | 6.85% (LIBOR + 1.50% | ) | 4/1/2011 | | (2 | ) | (28 | ) |
Bank of America, N.A. | | | 33.6 | | | 44.5 | | 6.75% (LIBOR + 1.40% | ) | 6/29/2012 | | (3 | ) | (31 | ) |
Bank of America, N.A. | | | 10.0 | | | 10.0 | | 6.75% (LIBOR + 1.40% | ) | 6/29/2012 | | (4 | ) | (28 | ) |
RBS Greenwich Capital | | | 30.0 | | | — | | 6.75% (LIBOR + 1.40% | ) | 4/1/2008 | | (5 | ) | (29 | ) |
Bank of America, N.A. | | | 4.9 | | | 4.9 | | 6.60% (LIBOR + 1.25% | ) | 12/31/2008 | | (6 | ) | (29 | ) |
JP Morgan Chase. | | | 5.5 | | | 5.6 | | 7.35% (LIBOR + 2.00% | ) | 10/5/2007 | | (7 | ) | (28 | ) |
Bank of China, New York Branch | | | 18.0 | | | 18.0 | | 7.10% (LIBOR + 1.75% | ) | 11/1/2007 | | (8 | ) | (29 | ) |
Bank of America, N.A. | | | 0 | | | 24.4 | | 6.10% (LIBOR + 1.75% | ) | 3/1/2008 | | (9 | ) | (29 | ) |
Bank of America, N.A. | | | — | | | 12.1 | | 6.07% (LIBOR + 1.50% | ) | 2/1/2006 | | (5 | ) | (29 | ) |
Interest rate swaps | | | (91.4 | ) | | (92.4 | ) | | | | | | | | |
| |
|
| |
|
| | | | | | | | | |
Total variable-rate debt | | | 56.0 | | | 72.8 | | | | | | | | | |
| |
|
| |
|
| | | | | | | | | |
Mortgage notes payable – fixed-rate | | | | | | | | | | | | | | | |
Sun America Life Insurance Company | | | 12.8 | | | 12.9 | | 6.46 | % | 7/1/2007 | | (10 | ) | (28 | ) |
Bank of America, N.A. | | | 15.8 | | | 15.9 | | 7.55 | % | 1/1/2011 | | (11 | ) | (28 | ) |
RBS Greenwich Capital | | | 15.8 | | | 15.9 | | 5.19 | % | 6/1/2013 | | (12 | ) | (32 | ) |
RBS Greenwich Capital | | | 15.0 | | | 15.0 | | 5.64 | % | 9/6/2014 | | (13 | ) | (33 | ) |
RBS Greenwich Capital | | | 17.6 | | | 17.6 | | 4.98 | % | 9/6/2015 | | (14 | ) | (34 | ) |
RBS Greenwich Capital | | | 12.5 | | | 12.5 | | 5.12 | % | 11/6/2015 | | (15 | ) | (35 | ) |
Bear Stearns Commercial | | | 34.6 | | | 34.6 | | 5.53 | % | 1/1/2016 | | (16 | ) | (36 | ) |
Bear Stearns Commercial | | | 20.5 | | | — | | 5.44 | % | 3/1/2016 | | (17 | ) | (29 | ) |
LaSalle Bank, N.A. | | | 3.8 | | | — | | 8.50 | % | 4/11/2028 | | (18 | ) | (28 | ) |
GMAC Commercial | | | 8.6 | | | — | | 6.40 | % | 11/1/2032 | | (19 | ) | (28 | ) |
Column Financial, Inc. | | | 10.1 | | | — | | 5.45 | % | 6/11/2013 | | (20 | ) | (28 | ) |
Bank of China | | | 19.0 | | | 19.0 | | 5.26 | % | 9/1/2007 | | (21 | ) | (29 | ) |
Cortlandt Deposit Corp | | | 7.4 | | | 9.9 | | 6.62 | % | 2/1/2009 | | (22 | ) | (37 | ) |
Cortlandt Deposit Corp | | | 7.3 | | | 9.8 | | 6.51 | % | 1/15/2009 | | (23 | ) | (37 | ) |
The Ohio National Life Insurance Co. | | | 4.6 | | | 4.7 | | 8.20 | % | 6/1/2022 | | (24 | ) | (28 | ) |
Canada Life Insurance Company | | | 6.8 | | | 6.9 | | 8.00 | % | 1/1/2023 | | (25 | ) | (28 | ) |
UBS Warburg Real Estate | | | — | | | 30.0 | | 4.69 | % | 2/11/2008 | | (26 | ) | (29 | ) |
UBS Warburg Real Estate | | | — | | | 21.0 | | 7.01 | % | 7/11/2012 | | (26 | ) | (28 | ) |
UBS Warburg Real Estate | | | — | | | 16.0 | | 7.32 | % | 6/11/2012 | | (27 | ) | (28 | ) |
Interest rate swaps | | | 91.4 | | | 92.4 | | 5.77 | % | (38 | ) | | | | |
| |
|
| |
|
| | | | | | | | | |
Total fixed-rate debt | | | 303.6 | | | 334.1 | | | | | | | | | |
| |
|
| |
|
| | | | | | | | | |
Total fixed and variable debt | | | 359.6 | | | 406.9 | | | | | | | | | |
Valuation of debt at date of acquisition, net of amortization | | | 2.3 | | | 4.1 | | | | | | | | | |
| |
|
| |
|
| | | | | | | | | |
Total | | $ | 361.9 | | $ | 411.0 | | | | | | | | | |
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|
| |
|
| | | | | | | | | |
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Notes: | | |
(1) | | Bloomfield Town Square |
| | Walnut Hill Plaza |
| | Hobson West Plaza |
| | Marketplace of Absecon |
| | Village Apartments |
| | $22,000 is outstanding under this $65,000 revolving facility |
(2) | | Ledgewood Mall |
(3) | | Abington Towne Center |
| | Branch Shopping Center |
| | Methuen Shopping Center |
| | Town Line Plaza |
(4) | | Smithtown Shopping Center |
(5) | | 244-268 161st Street |
(6) | | 216th Street |
(7) | | Granville Center |
(8) | | 400 East Fordham Road |
(9) | | Acadia Strategic Acquisition Fund II, LLC |
(10) | | Merrillville Plaza |
(11) | | GHT Apartments/Colony Apartments |
(12) | | 239 Greenwich Avenue |
(13) | | New Loudon Center |
(14) | | Crescent Plaza |
(15) | | Pacesetter Park Shopping Center |
(16) | | Elmwood Park Shopping Center |
(17) | | Gateway Shopping Center |
(18) | | Clark-Diversey |
(19) | | Boonton |
(20) | | Chestnut Hill |
(21) | | Sherman Avenue |
(22) | | Kroger Portfolio |
(23) | | Safeway Portfolio |
(24) | | Amherst Marketplace |
(25) | | Sheffield Crossing |
(26) | | Brandywine Town Center |
(27) | | Market Square Shopping Center |
(28) | | Monthly principal and interest. |
(29) | | Interest only monthly. |
(30) | | Interest only monthly until fully drawn; monthly principal and interest thereafter. |
(31) | | Annual principal and monthly interest. |
(32) | | Interest only monthly until 5/05; monthly principal and interest thereafter. |
(33) | | Interest only monthly until 9/06; monthly principal and interest thereafter. |
(34) | | Interest only monthly until 9/10; monthly principal and interest thereafter. |
(35) | | Interest only monthly until 11/08; monthly principal and interest thereafter. |
(36) | | Interest only monthly until 1/10; monthly principal and interest thereafter. |
(37) | | Annual principal and interest payments. |
(38) | | Maturing between 10/1/08 and 1/1/11. |
Financing – Investments
During June of 2006, we and GDC refinanced the Brandywine Portfolio for $166.2 million. Of the proceeds, $30.0 million were used to repay existing mortgage debt, $18.2 million to repay our bridge financing, $45.3 million to repay bridge financing from the other Fund I investors and $72.0 million distributed to us and GDC. Including the repayment of our bridge financing with interest, our distribution from this financing totaled $34.2 million.
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Asset Sales
Historically, asset sales have been an additional source of our liquidity. We continually review our portfolio to identify non-core assets. We are marketing the Soundview Marketplace and Bradford Towne Centre for sale. We intend to defer the entire taxable gain which will be realized from these transactions by utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. If we are unable to defer such gain, it is possible we would either distribute part or all of the gain to our shareholders.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
At June 30, 2006, maturities on our mortgage notes ranged from July 2007 to November 2032. In addition, we have non-cancelable ground leases at five of our shopping centers. We also lease space for our White Plains corporate office for a term expiring in 2010. The following table summarizes our debt maturities and obligations under non-cancelable operating leases of June 30, 2006:
| | Payments due by period | |
| |
| |
(dollars in millions) | | Total | | Less than
1 year | | 1 to 3
years | | 3 to 5
years | | More than
5 years | |
| |
| |
| |
| |
| |
| |
Future debt maturities | | $ | 359.6 | | $ | 1.3 | | $ | 104.3 | | $ | 49.7 | | $ | 204.3 | |
Interest obligations on debt | | | 128.5 | | | 11.1 | | | 39.5 | | | 29.7 | | | 48.2 | |
Operating lease obligations | | | 22.9 | | | 1.1 | | | 3.0 | | | 2.9 | | | 15.9 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total | | $ | 511.0 | | $ | 13.5 | | $ | 146.8 | | $ | 82.3 | | $ | 268.4 | |
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|
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|
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|
| |
OFF BALANCE SHEET ARRANGEMENTS
We have investments in the following joint ventures for the purpose of investing in operating properties. We account for these investments using the equity method of accounting as we have a non-controlling interest. As such, our financial statements reflect our share of income from but not the assets and liabilities of these joint ventures.
We own a 49% interest in Crossroads. Our pro rata share of Crossroads mortgage debt as of June 30, 2006 was $31.4 million. This fixed-rate debt bears interest at 5.4% and matures in December 2014.
We own a 22.2% investment in various entities which own the Brandywine Portfolio. Our pro-rata share of Brandywine debt as of June 30, 2006, was $36.9 million with a fixed interest rate of 5.99%. These loans mature on July 1, 2016.
We also have 50% interests in two Fund I investments of which our pro-rata share of mortgage debt (also net of the Fund I minority interest share) as of June 30, 2006, was $2.6 million with a weighted average interest rate of 6.99%. Both of these loans mature during August 2010.
HISTORICAL CASH FLOW
The following discussion of historical cash flow compares our cash flow for the six months ended June 30, 2006 (“2006”) with our cash flow for the six months ended June 30, 2005 (“2005”).
Cash and cash equivalents were $55.1 million and $36.7 million at June 30, 2006 and 2005, respectively. The increase of $18.4 million was a result of the following increases and decreases in cash flows:
| | Six months ended June 30, | |
| |
| |
(dollars in millions) | | 2006 | | 2005 | | Change | |
| |
| |
| |
| |
Net cash provided by operating activities | | $ | 24.1 | | $ | 10.8 | | $ | 13.3 | |
Net cash used in investing activities | | $ | (73.5 | ) | $ | (62.5 | ) | $ | (11.0 | ) |
Net cash provided by financing activities | | $ | 13.1 | | $ | 72.4 | | $ | (59.3 | ) |
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The variance in net cash provided by operating activities resulted from an increase of $4.6 million in operating income in 2006, after adjustments for non-cash expenses, which was primarily due to those factors discussed within Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, a net increase in cash of $8.7 million resulted from changes in operating assets and liabilities.
The increase in net cash used in investing activities was primarily the result of the $21.2 million investment in Albertson’s during 2006 and a $17.6 million increase in cash used for real estate acquisitions, development and tenant installations during 2006. These decreases were offset by a $26.3 million of additional return of capital from unconsolidated partnerships in 2006, primarily from our investment in the Brandywine Portfolio.
The increase in net cash used in financing activities resulted primarily from $34.2 million of distributions to minority interests in partially owned affiliates in 2006, primarily relating to the Mervyns investment, and $26.4 million of additional cash used for the net repayment of debt in 2006.
INFLATION
Our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our net income. Such provisions include clauses enabling us to receive percentage rents based on tenants’ gross sales, which generally increase as prices rise, and/or, in certain cases, escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indexes. In addition, many of our leases are for terms of less than ten years, which permits us to seek to increase rents upon re-rental at market rates if current rents are below the then existing market rates. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Our primary market risk exposure is to changes in interest rates related to our mortgage debt. See the discussion under Item 2 for certain quantitative details related to our mortgage debt.
Currently, we manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap agreements. We are a party to current and forward-starting interest rate swap and cap transactions to hedge our exposure to changes in LIBOR with respect to $91.4 million, $24.5 million and $30.0 million of notional principal, respectively.
The following table sets forth information as of June 30, 2006 concerning our long-term debt obligations, including principal cash flows by scheduled maturity and weighted average interest rates of maturing amounts:
Consolidated mortgage debt:
(dollars in millions)
Year | | Scheduled
Amortization | | Maturities | | Total | | Weighted
average
interest rate | |
| |
| |
| |
| |
| |
2006 | | $ | 1.3 | | $ | — | | $ | 1.3 | | n/a | |
2007 | | | 7.3 | | | 54.9 | | | 62.2 | | 6.34 | % |
2008 | | | 7.2 | | | 34.9 | | | 42.1 | | 6.73 | % |
2009 | | | 7.4 | | | — | | | 7.4 | | n/a | |
2010 | | | 5.6 | | | 36.7 | | | 42.3 | | 7.01 | % |
Thereafter | | | 38.2 | | | 166.1 | | | 204.3 | | 5.87 | % |
| |
|
| |
|
| |
|
| | | |
| | $ | 67.0 | | $ | 292.6 | | $ | 359.6 | | | |
| |
|
| |
|
| |
|
| | | |
Mortgage debt in unconsolidated partnerships (at our pro rata share):
(dollars in millions)
Year | | Scheduled
amortization | | Maturities | | Total | | Weighted
average
interest rate | |
| |
| |
| |
| |
| |
2006 | | $ | — | | $ | — | | $ | — | | n/a | |
2007 | | | 0.4 | | | — | | | 0.4 | | n/a | |
2008 | | | 0.4 | | | — | | | 0.4 | | n/a | |
2009 | | | 0.5 | | | — | | | 0.5 | | n/a | |
2010 | | | 0.5 | | | 2.5 | | | 3.0 | | 6.99 | % |
Thereafter | | | 2.2 | | | 64.3 | | | 66.5 | | 5.84 | % |
| |
|
| |
|
| |
|
| | | |
| | $ | 4.0 | | $ | 66.8 | | $ | 70.8 | | | |
| |
|
| |
|
| |
|
| | | |
Of our total outstanding debt, $54.9 million will become due in 2007. As we intend on refinancing some or all of such debt at the then-existing market interest rates which may be greater than the current interest rate, our interest expense would increase by approximately $0.5 million annually if the interest rate on the refinanced debt increased by 100 basis points. Interest expense on our variable debt as of June 30, 2006 would increase by $0.6 million for a 100 basis point increase in LIBOR on our $56.0 million of floating rate debt after taking into account the effect of interest rate swaps which hedge such debt. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.
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Item 4. | Controls and Procedures |
(a) Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as amended as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
(b) Internal Control over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II. | Other Information |
There have been no material legal proceedings beyond those previously disclosed in the Company’s filed Annual Report on Form 10-K for the year ended December 31, 2005.
There have been no material changes in risk factors beyond those previously disclosed in the Company’s filed Annual Report on Form 10-K for the year ended December 31, 2005.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None
Item 3. | Defaults Upon Senior Securities |
None
Item 4. | Submission of Matters to a Vote of Security Holders |
On May 15, 2006, we held our annual meeting of shareholders. The shareholders voted, in person or by proxy for the following proposals. The results of the voting are shown below:
Proposal 1 -
Election of Trustees:
| | Votes Cast For | | Votes Withheld | |
| |
| |
| |
Kenneth F. Bernstein | | 28,052,097 | | 267,204 | |
Douglas Crocker II | | 27,974,566 | | 344,735 | |
Alan S. Forman | | 27,914,966 | | 404,335 | |
Suzanne M. Hopgood | | 27,367,472 | | 951,829 | |
Lorrence T. Kellar | | 27,307,072 | | 1,012,229 | |
Wendy Luscombe | | 27,974,666 | | 344,635 | |
Lee S. Wielansky | | 27,436,454 | | 882,847 | |
Proposal 2 -
Approve the 2006 Share Incentive Plan:
Votes Cast For | | Votes Against | | Abstain | |
| |
| |
| |
21,298,346 | | 3,958,956 | | 3,830 | |
Proposal 3 -
Approve Amendment to Declaration of Trust to Eliminate the 4% Excess Share Provision:
Votes Cast For | | Votes Against | | Abstain | |
| |
| |
| |
25,210,695 | | 46,174 | | 4,263 | |
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Proposal 4 -
The ratification of the appointment of BDO Seidman, LLP as the Independent Registered Public Accounting Firm for the Company for the fiscal year ending December 31, 2006:
Votes Cast For | | Votes Against | | Abstain | |
| |
| |
| |
27,184,067 | | 11,253 | | 230 | |
Proposal 5 -
The Adjournment or Postponement of the Annual Meeting, if necessary:
Votes Cast For | | Votes Against | | Abstain | |
| |
| |
| |
15,109,530 | | 12,002,928 | | 83,092 | |
None
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Part II. Other Information
Item 6. Exhibits
Exhibit No. | Description |
| |
3.1 | Declaration of Trust of the Company, as amended (1) |
| |
3.2 | Fourth Amendment to Declaration of Trust (4) |
| |
3.3 | Amended and Restated By-Laws of the Company (22) |
| |
4.1 | Voting Trust Agreement between the Company and Yale University dated February 27, 2002 (14) |
| |
10.1 | 1999 Share Option Plan (8) (20) |
| |
10.2 | 2003 Share Option Plan (16) (20) |
| |
10.3 | Form of Share Award Agreement (17) (21) |
| |
10.4 | Form of Registration Rights Agreement and Lock-Up Agreement (18) |
| |
10.5 | Registration Rights and Lock-Up Agreement (RD Capital Transaction) (11) |
| |
10.6 | Registration Rights and Lock-Up Agreement (Pacesetter Transaction) (11) |
| |
10.7 | Contribution and Share Purchase Agreement dated as of April 15, 1998 among Mark Centers Trust, Mark Centers Limited Partnership, the Contributing Owners and Contributing Entities named therein, RD Properties, L.P. VI, RD Properties, L.P. VIA and RD Properties, L.P. VIB (9) |
| |
10.8 | Agreement of Contribution among Acadia Realty Limited Partnership, Acadia Realty Trust and Klaff Realty, L.P. and Klaff Realty, Limited (18) |
| |
10.9 | Employment agreement between the Company and Kenneth F. Bernstein (6) (21) |
| |
10.11 | Amendment to employment agreement between the Company and Kenneth F. Bernstein (18) (21) |
| |
10.12 | First Amendment to Employment Agreement between the Company and Kenneth Bernstein dated as of January 1, 2001 (12) (21) |
| |
10.14 | Letter of employment offer between the Company and Michael Nelsen, Sr. Vice President and Chief Financial Officer dated February 19, 2003 (15) (21) |
| |
10.15 | Severance Agreement between the Company and Joel Braun, Sr. Vice President, dated April 6, 2001 (13) (21) |
| |
10.16 | Severance Agreement between the Company and Joseph Hogan, Sr. Vice President, dated April 6, 2001 (13) (21) |
| |
10.17 | Severance Agreement between the Company and Joseph Napolitano, Sr. Vice President dated April 6, 2001 (18) (21) |
| |
10.18 | Severance Agreement between the Company and Robert Masters, Sr. Vice President and General Counsel dated January 2001 (18) (21) |
| |
10.19 | Severance Agreement between the Company and Michael Nelsen, Sr. Vice President and Chief Financial Officer dated February 19, 2003 (15) (21) |
| |
10.20 | Secured Promissory Note between RD Absecon Associates, L.P. and Fleet Bank, N.A. dated February 8, 2000 (7) |
| |
10.21 | Promissory Note between 239 Greenwich Associates, L.P. and Greenwich Capital Financial Products, Inc. dated May 30, 2003 (18) |
| |
10.22 | Open-End Mortgage, Assignment of Leases and Rents, and Security Agreement between 239 Greenwich Associates, L.P. and Greenwich Capital Financial Products, Inc. dated May 30, 2003 (18) |
| |
10.23 | Promissory Note between Merrillville Realty, L.P. and Sun America Life Insurance Company dated July 7, 1999 (7) |
| |
10.24 | Secured Promissory Note between Acadia Town Line, LLC and Fleet Bank, N.A. dated March 21, 1999 (7) |
| |
10.25 | Promissory Note between RD Village Associates Limited Partnership and Sun America Life Insurance Company Dated September 21, 1999 (7) |
| |
10.26 | Amended and Restated Mortgage Note between Port Bay Associates, LLC and Fleet Bank, N.A. dated July 19, 2000 (3) |
| |
10.27 | Mortgage and Security Agreement between Port Bay Associates, LLC and Fleet Bank, N.A. dated July 19, 2000 (10) |
| |
10.28 | Mortgage Note between Port Bay Associates, LLC and Fleet Bank, N.A. dated December 1, 2003 (18) |
| |
10.29 | Mortgage and Security Agreement, and Assignment of Leases and Rents between Port Bay Associates, LLC and Fleet Bank, N.A. dated December 1, 2003 (18) |
| |
10.30 | Note Modification Agreement between Port Bay Associates, LLC and Fleet Bank, N.A. dated December 1, 2003 (18) |
| |
10.31 | Amended and Restated Promissory Note between Acadia Realty L.P. and Metropolitan Life Insurance Company for $25.2 million dated October 13, 2000 (10) |
| |
10.32 | Amended and Restated Mortgage, Security Agreement and Fixture Filing between Acadia Realty L.P. and Metropolitan Life Insurance Company dated October 13, 2000 (10) |
| |
10.33 | Term Loan Agreement between Acadia Realty L.P. and The Dime Savings Bank of New York, dated March 30, 2000 (10) |
| |
10.34 | Mortgage Agreement between Acadia Realty L.P. and The Dime Savings Bank of New York, dated March 30, 2000 (10) |
| |
10.35 | Promissory Note between RD Whitegate Associates, L.P. and Bank of America, N.A. dated December 22, 2000 (10) |
| |
10.36 | Promissory Note between RD Columbia Associates, L.P. and Bank of America, N.A. dated December 22, 2000 (10) |
| |
10.37 | Term Loan Agreement dated as of December 28, 2001, among Fleet National Bank and RD Branch Associates, L.P., et al (13) |
| |
10.38 | Term Loan Agreement dated as of December 21, 2001, among RD Woonsocket Associates Limited Partnership, et al. and The Dime Savings Bank of New York, FSB (13) |
| |
10.39 | Option Extension of Term Loan as of December 19, 2003 between RD Woonsocket Associates Limited Partnership, et al. and Washington Mutual Bank, FA (18) |
| |
10.40 | Revolving Loan Promissory Note dated as of November 22, 2002, among RD Elmwood Associates, L.P. and Washington Mutual Bank, FA (15) |
| |
10.41 | Revolving Loan Agreement dated as of November 22, 2002, among RD Elmwood Associates, L.P. and Washington Mutual Bank, FA (15) |
| |
10.42 | Mortgage Agreement dated as of November 22, 2002, among RD Elmwood Associates, L.P. and Washington Mutual Bank, FA (15) |
| |
10.43 | Note Modification Agreement between RD Elmwood Associates, L.P. and Washington Mutual Bank, FA dated December 19, 2003 (18) |
| |
10.44 | Prospectus Supplement Regarding Options Issued under the Acadia Realty Trust 1999 Share Incentive Plan and 2003 Share Incentive Plan (19) (21) |
| |
10.45 | Acadia Realty Trust 1999 Share Incentive Plan and 2003 Share Incentive Plan Deferral and Distribution Election Form (19) (21) |
| |
10.46 | Amended, Restated And Consolidated Promissory Note between Acadia New Loudon, LLC and Greenwich Capital Financial Products, Inc. dated August 13, 2004 (19) |
| |
10.47 | Amended, Restated And Consolidated Mortgage, Assignment Of Leases And Rents And Security Agreement between Acadia New Loudon, LLC and Greenwich Capital Financial Products, Inc. dated August 13, 2004 (19) |
| |
10.48 | Amended and Restated Term Loan Agreement between Fleet National Bank and Heathcote Associates, L.P., Acadia Town Line, LLC, RD Branch Associates, L.P., RD Abington Associates Limited Partnership, And RD Methuen Associates Limited Partnership dated September 30, 2004 (19) |
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Exhibit No. | Description |
| |
10.49 | Mortgage Modification Agreement between Fleet National Bank and Acadia Town Line, LLC dated September 30, 2004 (19) |
| |
10.49a | Mortgage Modification Agreement between Fleet National Bank and Heathcote Associates, L.P. dated September 30, 2004 (19) |
| |
10.49b | Mortgage Modification Agreement between Fleet National Bank and RD Branch Associates dated September 30, 2004 (19) |
| |
10.49c | Mortgage Modification Agreement between Fleet National Bank and RD Methuen Associates dated September 30, 2004 (19) |
| |
10.49d | Mortgage Modification Agreement between Fleet National Bank and RD Abington Associates Limited Partnership dated September 30, 2004 (19) |
| |
10.50 | Revolving Loan Agreement between Fleet National Bank and The Bank of China and RD Absecon Associates, L.P., RD Bloomfield Associates, L.P., RD Hobson Associates, L.P., RD Village Associates, L.P., and RD Woonsocket Associates L.P. dated May 26, 2005 (22) |
| |
10.51 | Mortgage, Assignment of Leases and Rents and Security Agreement between Acadia Crescent Plaza, LLC and Greenwich Capital Financial Products, Inc. dated August 31, 2005 (22) |
| |
10.52 | Mortgage, Assignment of Leases and Rents and Security Agreement between Pacesetter/Ramapo Associates and Greenwich Capital Financial Products, Inc. dated October 17, 2005 (22) |
| |
10.53 | Loan Agreement between RD Elmwood Associates, L.P. and Bear Stearns Commercial Finance Mortgage, Inc. dated December 9, 2005 (22) |
| |
10.54 | Mortgage and Security Agreement between RD Elmwood Associates, L.P. and Bear Stearns Commercial Finance Mortgage, Inc. dated December 9, 2005 (22) |
| |
10.55 | Agreement and Plan Of Merger Dated as of December 22, 2005 by and among Acadia Realty Acquisition I, LLC, Ara Btc LLC, ARA MS LLC, ARA BS LLC, ARA BC LLC and ARA BH LLC, Acadia Investors, Inc., AII BTC LLC, AII MS LLC, AII BS LLC, AII BC LLC And AII BH LLC, Samuel Ginsburg 2000 Trust Agreement #1, Martin Ginsburg 2000 Trust Agreement #1, Martin Ginsburg, Samuel Ginsburg and Adam Ginsburg, and GDC SMG, LLC, GDC Beechwood, LLC, Aspen Cove Apartments, LLC and SMG Celebration, LLC (23) |
| |
10.56 | Amended and Restated Loan Agreement between Acadia Realty Limited Partnership, as lender, and Levitz SL Woodbridge, L.L.C., Levitz SL St. Paul, L.L.C., Levitz SL La Puente, L.L.C., Levitz SL Oxnard, L.L.C., Levitz SL Willowbrook, L.L.C., Levitz SL Northridge, L.L.C., Levitz SL San Leandro, L.L.C., Levitz SL Sacramento, L.L.C., HL Brea, L.L.C., HL Deptford, L.L.C., HL Hayward, L.L.C., HL San Jose, L.L.C., HL Scottsdale, L.L.C., HL Torrance, L.L.C., HL Irvine 1, L.L.C., HL West Covina, L.L.C., HL Glendale, L.L.C. and HL Northridge, L.L.C., each a Delaware limited liability company, Levitz SL Langhorne, L.P. and HL Fairless Hills, L.P., each a Delaware limited partnership (each, together with its permitted successors and assigns, a “Borrower”, and collectively, together with their respective permitted successors and assigns, “Borrowers”), dated June 1, 2006 (24) |
| |
10.57 | Consent and Assumption Agreement between Thor Chestnut Hill, LP, Thor Chestnut Hill II, LP, Acadia Chestnut, LLC, Acadia Realty Limited Partnership and Wells Fargo Bank, N.A. dated June 9, 2006, original Mortgage and Security Agreement between Thor Chestnut Hill, LP and Thor Chestnut Hill II, LP and Column Financial, Inc. dated June 5, 2003 and original Assignment of Leases and Rents from Thor Chestnut Hill, LP and Thor Chestnut Hill II, LP to Column Financial, Inc. dated June 2003. (24) |
| |
21 | List of Subsidiaries of Acadia Realty Trust (22) |
| |
23.1 | Consent of Registered Public Accounting Firm to Form S-3 and Form S-8 (22) |
| |
23.2 | Consent of former Registered Public Accounting Firm to Form S-3 and Form S-8 (22) |
| |
31.1 | Certification of Chief Executive Officer pursuant to rule 13a–14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (24) |
| |
31.2 | Certification of Chief Financial Officer pursuant to rule 13a–14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (24) |
| |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (24) |
| |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (24) |
| |
99.1 | Amended and Restated Agreement of Limited Partnership of the Operating Partnership (11) |
| |
99.2 | First and Second Amendments to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (11) |
| |
99.3 | Third Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (18) |
| |
99.4 | Fourth Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (18) |
| |
99.5 | Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership (2) |
| |
99.6 | Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership (18) |
| |
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Notes:
(1) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal Year ended December 31, 1994 |
(2) | Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 1997 |
(3) | Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998 |
(4) | Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998 |
(5) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Registration Statement on Form S-11 (File No. 33-60008) |
(6) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 1998 |
(7) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 1999 |
(8) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Registration Statement on Form S-8 filed September 28, 1999 |
(9) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Form 8-K filed on April 20, 1998 |
(10) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Form 10-K filed for the fiscal year ended December 31, 2000 |
(11) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Registration Statement on Form S-3 filed on March 3, 2000 |
(12) | Incorporated by reference to the copy thereof filed as an Exhibit to Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2001 |
(13) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2001 |
(14) | Incorporated by reference to the copy thereof filed as an Exhibit to Yale University’s Schedule 13D filed on September 25, 2002 |
(15) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2002 |
(16) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Definitive Proxy Statement on Schedule 14A filed April 29, 2003. |
(17) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Current Report on Form 8-K filed on July 2, 2003 |
(18) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003 |
(19) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2004. |
(20) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2004. |
(21) | Management contract or compensatory plan or arrangement. |
(22) | Incorporated by reference to the copy thereof filed as an exhibit to the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2005. |
(23) | Incorporated by reference to the copy thereof filed as an Exhibit to the Company’s Current Report on Form 8-K filed on January 4, 2006 |
(24) | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has fully caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ACADIA REALTY TRUST
August 9, 2006 | | /s/ Kenneth F. Bernstein Kenneth F. Bernstein
President and Chief Executive Officer
(Principal Executive Officer) | |
August 9, 2006 | | /s/ Michael Nelsen
Michael Nelsen
Senior Vice President and Chief Financial Officer
(Principal Financial Officer) | |
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