DEBT | 5. DEBT A summary of our consolidated debt is as follows: Weighted-Average Effective Interest Rate as of Balance as of March 31, December 31, March 31, December 31, ($ in thousands) 2023 2022 Current Maturity Date 2023 2022 Line of credit (1) 6.17 % 5.72 % November 2025 $ 277,000 $ 235,000 Term loan (2) 3.31 3.90 November 2026 400,000 400,000 Term loan (3) 4.26 4.56 January 2027 400,000 400,000 Fixed-rate mortgage notes 3.40 3.48 January 2027 - May 2031 310,084 380,316 Floating-rate mortgage notes (4) 4.52 4.52 October 2024 - October 2026 207,600 207,600 Total principal amount / weighted-average (5) 4.22 % 4.31 % $ 1,594,684 $ 1,622,916 Less: unamortized debt issuance costs $ (13,711) $ (14,849) Add: unamortized mark-to-market adjustment on assumed debt 8,147 8,408 Total debt, net $ 1,589,120 $ 1,616,475 Gross book value of properties encumbered by debt $ 907,741 $ 970,310 (1) The effective interest rate is calculated based on the Term Secured Overnight Financing Rate plus an 11.448 basis point adjustment (“Adjusted Term SOFR”), plus a margin ranging from 1.25% to 2.00% depending on our consolidated leverage ratio. As of March 31, 2023, the unused and available portions under the line of credit were approximately $623.0 million and $565.6 million, respectively. The line of credit is available for general business purposes including, but not limited to, refinancing of existing indebtedness and financing the acquisition of permitted investments, including commercial properties. (2) The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $300.0 million in borrowings under this term loan and an interest rate cap agreement relating to $100.0 million in borrowings under this term loan. (3) The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $350.0 million in borrowings under this term loan and an interest rate cap agreement relating to $50.0 million in borrowings under this term loan. (4) The effective interest rate is calculated based on the London Interbank Offered Rate (“LIBOR”) plus a margin. As of both March 31, 2023 and December 31, 2022, our floating-rate mortgage notes were subject to interest rate spreads ranging from 1.55% to 2.50% . The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements which capped the effective interest rates of our two floating-rate mortgage notes at 4.50% and 4.55% , respectively, as of March 31, 2023. (5) The weighted-average remaining term of our consolidated borrowings was approximately 3.7 years as of March 31, 2023, excluding the impact of certain extension options. For the three months ended March 31, 2023 and 2022, the amount of interest incurred related to our consolidated indebtedness, excluding amortization of debt issuance costs, was $19.6 million and $9.7 million, respectively. See “Note 6” for the amount of interest incurred related to the DST Program (as defined below). As of March 31, 2023, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows: (in thousands) Line of Credit (1) Term Loans Mortgage Notes Total 2023 — — 1,205 1,205 2024 — — 129,265 129,265 2025 277,000 — 2,360 279,360 2026 — 400,000 84,214 484,214 2027 — 400,000 175,787 575,787 Thereafter — — 124,853 124,853 Total principal payments $ 277,000 $ 800,000 $ 517,684 $ 1,594,684 (1) The term of the line of credit may be extended pursuant to two six-month extension options, subject to certain conditions. In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate as its preferred alternative rate for LIBOR in derivatives and other financial contracts. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. LIBOR is expected to be phased out or modified by June 2023. As of March 31, 2023, certain of our mortgage notes have initial or extended maturity dates beyond 2023 with exposure to LIBOR. The agreements governing these loans provide procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the phasing out of LIBOR after June 2023 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR. Debt Covenants Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate-level financial covenants, including leverage ratio, fixed charge coverage ratio and tangible net worth thresholds. We were in compliance with our debt covenants as of March 31, 2023. Derivative Instruments To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. Certain of our variable-rate borrowings are not hedged, and therefore, to an extent, we have ongoing exposure to interest rate movements. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. During the next 12 months, we estimate that approximately $13.2 million will be reclassified as a decrease to interest expense related to active effective hedges of existing floating-rate debt. As of March 31, 2023, we have two interest rate cap derivative instruments that are not designated as cash flow hedges and therefore, changes in fair value are recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss). The following table summarizes the location and fair value of our consolidated derivative instruments on our condensed consolidated balance sheets: Number of Fair Value ($ in thousands) Contracts Notional Amount Other Assets Other Liabilities As of March 31, 2023 Interest rate swaps designated as cash flow hedges 12 $ 650,000 $ 14,339 $ — Interest rate caps designated as cash flow hedges 1 150,000 7,806 Interest rate caps not designated as cash flow hedges 2 207,600 2,889 — Total derivative instruments 15 $ 1,007,600 $ 25,034 $ — As of December 31, 2022 Interest rate swaps designated as cash flow hedges 12 $ 650,000 $ 20,279 $ — Interest rate caps not designated as cash flow hedges 2 207,600 4,169 — Total derivative instruments 14 $ 857,600 $ 24,448 $ — The following table presents the effect of our consolidated derivative instruments on our condensed consolidated financial statements: For the Three Months Ended March 31, (in thousands) 2023 2022 Derivative instruments designated as cash flow hedges: (Loss) gain recognized in AOCI $ (4,000) $ 10,075 Amount reclassified from AOCI (out of) into interest expense (3,056) 1,919 Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded 37,545 24,410 Derivative instruments not designated as cash flow hedges: Unrealized (loss) gain on derivative instruments recognized in other income (expenses) (1) $ (1,224) $ 1,550 Realized gain on derivative instruments recognized in other income (expenses) (2) 1,121 — (1) Unrealized (loss) gain on changes in fair value of derivative instruments relates to mark-to-market changes on our derivatives not designated as cash flow hedges. (2) Realized gain on derivative instruments relates to interim cash settlements for our derivatives not designated as cash flow hedges. |