Debt and Derivative Instruments | NOTE 7 – DEBT AND DERIVATIVE INSTRUMENTS As of September 30, 2018 and December 31, 2017, the Company had the following mortgages and credit facility payable: September 30, 2018 December 31, 2017 Type of Debt Principal Amount Weighted Average Interest Rate Principal Amount Weighted Average Interest Rate Fixed rate mortgages payable $ 171,699 4.25 % $ 171,851 4.25 % Variable rate mortgages payable with swap agreements 252,244 3.33 % 383,517 3.49 % Variable rate mortgages payable 684 3.70 % 54,153 3.26 % Mortgages payable $ 424,627 3.71 % $ 609,521 3.69 % Credit facility payable 278,523 4.07 % 83,800 3.21 % Total debt before unamortized mortgage premiums and debt issuance costs including impact of interest rate swaps $ 703,150 3.85 % $ 693,321 3.63 % Add: Unamortized mortgage premiums 1,841 2,316 Less: Unamortized debt issuance costs (5,104 ) (4,172 ) Total debt $ 699,887 $ 691,465 The Company estimates the fair value of its total debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by the Company’s lenders using Level 3 inputs. The carrying value of the Company’s debt excluding mortgage premium and unamortized debt issuance costs was $703,150 and $693,321 as of September 30, 2018 and December 31, 2017, respectively, and its estimated fair value was $700,117 and $684,621 as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018, scheduled principal payments and maturities on the Company’s debt were as follows: September 30, 2018 Scheduled Principal Payments and Maturities by Year: Scheduled Principal Payments Maturities of Mortgage Loans Maturity of Credit Facility Total 2018 (remainder of the year) $ 69 $ — $ — $ 69 2019 215 7,447 — 7,662 2020 897 — — 897 2021 1,531 82,740 — 84,271 2022 615 101,537 128,523 230,675 Thereafter 963 228,613 150,000 379,576 Total $ 4,290 $ 420,337 $ 278,523 $ 703,150 Credit Facility Payable On August 1, 2018, the Company amended and restated its credit facility (the “Credit Facility”) to among other things: • Increase the facility from $110,000 to $350,000 including a $200,000 revolving credit facility (the “Revolving Credit Facility”) and $150,000 term loan (the “Term Loan”), with an accordion feature that allows for an increase in available borrowings up to $700,000, subject to certain conditions; • Extend the maturity date of the current revolving credit facility to August 1, 2022 with one 12-month extension; • Provide a Term Loan with a maturity date of August 1, 2023. At September 30, 2018, the Company has $128,523 outstanding under the Revolving Credit Facility and $150,000 outstanding under the Term Loan. At September 30, 2018 the interest rate on the Revolving Credit Facility and the Term Loan was 3.82% and 4.29%, respectively. The Revolving Credit Facility matures on August 1, 2022, and the Company has the option to extend the maturity date for one additional year subject to the payment of an extension fee and certain other conditions. The Term Loan matures on August 1, 2023. As of September 30, 2018, the Company had $71,477 available for borrowing under the Revolving Credit Facility. The Company’s performance of the obligations under the Credit Facility, including the payment of any outstanding indebtedness under the Credit Facility, is guaranteed by certain subsidiaries of the Company, including each of the subsidiaries of the Company which owns or leases any of the properties included in the pool of unencumbered properties comprising the borrowing base. Additional properties will be added to and removed from the pool from time to time to support amounts borrowed under the Credit Facility. At September 30, 2018, there were 28 properties included in the pool of unencumbered properties. The Company paid-off twelve mortgage loans with a principal balance of $184,700 and ten interest rate swap agreements with a notional amount of $131,300. The Credit Facility requires compliance with certain covenants, including a minimum tangible net worth requirement, a distribution limitation, restrictions on indebtedness and investment restrictions, as defined. It also contains customary default provisions including the failure to comply with the Company's covenants and the failure to pay when amounts outstanding under the Credit Facility become due. The Company is in compliance with all financial covenants related to the Credit Facility. Gain on early termination of interest rate swap agreements During the three and nine months ended September 30, 2018, the Company recorded a gain of $1,151 related to the early termination of certain interest rate swap agreements that had corresponding early mortgage pay-offs. Loss on extinguishment of debt During the three and nine months ended September 30, 2018, the Company realized a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss) of $411 due to the write-off of the unamortized balance of debt issuance costs associated with ten loans that were repaid prior to maturity. Mortgages Payable The mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of September 30, 2018, the Company was current on all of the payments and in compliance with all financial covenants. All of the Company’s mortgage loans are secured by first mortgages on the respective real estate assets. As of September 30, 2018, the weighted average years to maturity for the Company’s mortgages payable was approximately 4.84 years. Interest Rate Swap Agreements The Company entered into interest rate swaps to fix certain of its floating LIBOR based debt under variable rate loans to a fixed rate to manage its risk exposure to interest rate fluctuations. The Company will generally match the maturity of the underlying variable rate debt with the maturity date on the interest swap. See Note 14 - "Fair Value Measurements" for further information. The following table summarizes the Company’s interest rate swap contracts outstanding as of September 30, 2018. Date Entered Effective Date Maturity Date Pay Fixed Rate (a) Notional Amount Fair Value at September 30, 2018 Assets February 11, 2015 March 2, 2015 March 1, 2022 2.02 % 6,114 173 April 7, 2015 April 7, 2015 April 7, 2022 1.74 % 49,400 1,883 September 17, 2015 September 17, 2015 September 17, 2022 1.90 % 13,700 514 October 2, 2015 November 1, 2015 November 1, 2022 1.79 % 13,100 561 December 23, 2015 December 23, 2015 January 2, 2026 2.30 % 26,000 1,054 January 25, 2016 February 1, 2016 February 1, 2021 1.40 % 38,000 1,249 June 7, 2016 July 1, 2016 July 1, 2023 1.42 % 43,680 2,884 July 21, 2016 August 1, 2016 August 1, 2023 1.30 % 47,550 3,468 June 5, 2017 May 31, 2017 May 15, 2022 1.90 % 14,700 501 August 23, 2018 September 4, 2018 August 1, 2023 2.73 % 60,000 474 August 23, 2018 September 4, 2018 August 1, 2023 2.74 % 25,000 196 August 23, 2018 September 4, 2018 August 1, 2023 2.74 % 25,000 189 August 23, 2018 September 4, 2018 August 1, 2023 2.73 % 40,000 313 $ 402,244 $ 13,459 (a) Receive floating rate index based upon 1 month LIBOR. At September 30, 2018, the 1 month LIBOR was 2.26%. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the unrealized gain or loss on the derivative is reported as a component of comprehensive income (loss). The ineffective portion of the change in fair value, if any, is recognized directly in earnings. The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017. Three Months Ended September 30, Nine Months Ended September 30, Derivatives in Cash Flow Hedging Relationships 2018 2017 2018 2017 Effective portion of derivatives $ 1,121 $ (268 ) $ 7,976 $ (1,721 ) Reclassification adjustment for amounts included in net gain or loss (effective portion) $ (245 ) $ 507 $ (300 ) $ 2,002 Ineffective portion of derivatives $ — $ (1 ) $ (13 ) $ 12 The amount that is expected to be reclassified from accumulated other comprehensive income into income in the next twelve months is approximately $2,293. |