Debt | Note 5. Debt The Company’s debt is summarized as follows: Encumbered Property March 31, 2017 December 31, 2016 Interest Rate Maturity Date Raleigh/Myrtle Beach promissory note (1) $ 12,215,266 $ 12,263,391 5.73 % 9/1/2023 Amended KeyBank Credit Facility (2) 98,300,000 12,300,000 3.03 % 12/22/2018 Milton fixed rate (3) 4,983,574 4,956,483 5.81 % 10/15/2018 Burlington I fixed rate (3) 4,891,092 4,870,817 5.98 % 10/15/2018 Burlington I variable rate (3) 2,262,483 2,242,880 4.93 % 10/15/2018 Oakville I variable rate (3) 7,552,374 7,486,937 4.45 % 12/31/2017 Burlington II and Oakville II variable rate (3) 12,276,273 12,232,378 3.40 % 2/28/2021 Oakland and Concord loan (4) 20,000,000 20,000,000 3.95 % 4/10/2023 Amended KeyBank Property Loan (5) 47,068,964 92,753,550 3.03 % 5/1/2017 KeyBank CMBS Loan (6) 95,000,000 95,000,000 3.89 % 8/1/2026 Midland North Carolina CMBS Loan (7) 47,249,999 47,249,999 5.31 % 8/1/2024 Dufferin loan (8) 10,826,886 — 3.21 % 5/31/2019 Mavis loan (8) 9,126,183 — 3.21 % 5/31/2019 Brewster loan (8) 5,964,840 — 3.21 % 5/31/2019 Granite loan (9) 6,687,962 — 5.45 % 6/15/2018 Centennial loan (9) 5,955,457 — 5.70 % 6/15/2018 Premium on secured debt, net 1,962,760 2,069,847 Debt issuance costs, net (2,346,820 ) (2,605,542 ) Total secured debt 389,977,293 310,820,740 Amended KeyBank Subordinate Loan (10) — 10,000,000 6.25 % 3/31/2017 Total debt $ 389,977,293 $ 320,820,740 (1) Fixed rate debt with principal and interest payments due monthly. This promissory note is encumbered by five properties, Morrisville, Cary, Raleigh, Myrtle Beach I, and Myrtle Beach II. (2) As of March 31, 2017, this facility encumbers 21 properties (Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Vallejo, Port St. Lucie I, Sacramento, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Baltimore, Aurora II, Plantation, Wellington, Naples, Port St. Lucie II, and Doral). (3) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. Variable rate loans are based on Canadian Prime, or the Canadian Dealer Offered Rate (“CDOR”). (4) This loan was assumed during the acquisition of the Oakland and Concord properties, along with an interest rate swap with USAmeriBank that fixes the interest rate at 3.95%. (5) As of March 31, 2017, this loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray). (6) This loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II). The separate assets and credit of these encumbered properties are not available to pay our other debts. (7) This loan encumbers 11 self storage properties (Asheville I, Arden, Asheville II, Hendersonville I, Asheville III, Asheville IV, Asheville V, Asheville VI, Asheville VII, Asheville VIII, and Hendersonville II) with monthly interest only payments until September 2019, at which time both interest and principal payments will be due monthly. (8) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. These loans were assumed during the Toronto Merger, along with an interest rate swap with the Bank of Montreal that fixes the interest rate at 3.21%. (9) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. The Granite and Centennial loans were assumed during the Toronto Merger with variable interest rates of 5.45% and 5.70%, respectively, as of March 31, 2017. (10) The Amended KeyBank Subordinate Loan was repaid in full on March 8, 2017. As of March 31, 2017, we provided recourse guarantees totaling approximately $52.9 million in connection with certain of our loans. We are subject to certain restrictive covenants relating to the outstanding debt. Amended KeyBank Credit Facility On December 22, 2015, we, through our Operating Partnership, and certain affiliated entities (the “Borrower”), entered into an amended and restated revolving credit facility (the “Amended KeyBank Credit Facility”) with KeyBank National Association (“KeyBank”), as administrative agent and KeyBanc Capital Markets, LLC, as the sole book runner and sole lead arranger, and Texas Capital Bank, N.A., and Comerica Bank as co-lenders. Under the terms of the Amended KeyBank Credit Facility, we initially had a maximum borrowing capacity of $105 million. It is anticipated that the Amended KeyBank Credit Facility will be used to fund our future self storage property acquisitions. The Amended KeyBank Credit Facility may be increased to a maximum credit facility size of $500 million, in minimum increments of $10 million, which KeyBank will arrange on a best efforts basis. On February 18, 2016, we entered into a first amendment and joinder to the amended and restated credit agreement (the “First Amendment”) with KeyBank. Under the terms of the First Amendment, we added an additional $40 million to our maximum borrowing capacity for a total of $145 million with the admission of US Bank National Association (the “Subsequent Lender”). It is anticipated that the additional borrowing capacity will be used to fund our future self storage property acquisitions. The Subsequent Lender also became a party to the Amended KeyBank Credit Facility through a joinder agreement in the First Amendment. On March 8, 2017, we removed five of the properties held as collateral (Plantation, Wellington, Naples, Port St. Lucie II, and Doral) under the Amended KeyBank Property Loan (as defined below) and added them to the Amended KeyBank Credit Facility. In conjunction with adding these five properties to the Amended KeyBank Credit Facility, we borrowed $56 million which was used to pay down approximately $46 million of principal on the Amended KeyBank Property Loan and the remaining outstanding principal balance on the Amended KeyBank Subordinate Loan of $10 million. As of March 31, 2017, we had approximately $98.3 million in borrowings outstanding under the Amended KeyBank Credit Facility. The Amended KeyBank Credit Facility is a revolving loan with an initial term of three years, maturing on December 22, 2018, with two one-year 30-year The Amended KeyBank Credit Facility is fully recourse and is secured by cross-collateralized first mortgage liens on the mortgaged properties. The Amended KeyBank Credit Facility may be prepaid or terminated at any time without penalty, provided, however, that the Lenders (as defined in the Amended Credit Agreement) shall be indemnified for any breakage costs. Pursuant to that certain guaranty (the “KeyBank Guaranty”), dated December 22, 2015, in favor of the Lenders, we serve as a guarantor of all obligations due under the Amended KeyBank Credit Facility. Under certain conditions, the Borrower may cause the release of one or more of the properties serving as collateral for the Amended KeyBank Credit Facility, provided that no default or event of default is then outstanding or would reasonably occur as a result of such release, and after taking into account any prepayment of outstanding Loans (as defined in the Amended Credit Agreement) necessary to maintain compliance with the financial covenants. The Amended KeyBank Credit Facility contains a number of other customary terms and covenants, including the following (capitalized terms are as defined in the Amended Credit Agreement): the aggregate borrowing base availability under the Amended KeyBank Facility is limited to the lesser of: (1) 60% of the Pool Value of the properties in the collateral pool, or (2) an amount that would provide a minimum Debt Service Coverage Ratio of no less than 1.35 to 1.0; and we must meet the following financial tests, calculated as of the close of each fiscal quarter: (1) a Total Leverage Ratio of no more than 60%; (2) at any time, a Tangible Net Worth not less than the Base Amount plus 80% of Net Equity Proceeds received after the Effective Date; (3) an Interest Coverage Ratio of no less than 1.85 to 1.0; (4) a Fixed Charge Ratio of no less than 1.6 to 1.0; (5) a ratio of varying rate Indebtedness to total Indebtedness not in excess of 30%; (6) a Loan to Value Ratio of not greater than 60%; and (7) a Debt Service Coverage Ratio of not less than 1.35 to 1.0. On December 30, 2016, our Operating Partnership purchased an interest rate cap with a notional amount of $100 million that caps LIBOR at 1.5% through July 3, 2017. The Amended KeyBank Property Loan On March 25, 2016, one of our subsidiaries executed purchase and sale agreements with unaffiliated third parties for the acquisition of 22 self storage facilities (10 in Florida, 11 in North Carolina, and one in Maryland), two parcels of land adjacent to the North Carolina properties and one redevelopment property in North Carolina, which was subsequently assigned to Strategic Storage Growth Trust, Inc., (the “27 Property Portfolio”). On June 1, 2016 we closed on 11 self storage facilities in Florida and Maryland for approximately $275 million representing the first phase (“First Phase”) of the 27 Property Portfolio. On June 1, 2016, we, through certain affiliated entities (collectively, the “Property Loan Borrower”) entered into a credit agreement (the “Property Loan Agreement”) for a secured loan in the amount of $105 million (the “KeyBank Property Loan”) with KeyBank, as administrative agent, KeyBanc Capital Markets, LLC, as the sole book runner and sole lead arranger, and the lenders party thereto. The Property Loan Borrower borrowed $105 million in connection with the purchase of the properties in the First Phase of the 27 Property Portfolio. The KeyBank Property Loan is a term loan facility with an original maturity date of December 31, 2016. On December 29, 2016, we entered into a First Amendment to the Credit Agreement (the “First Amendment to the KeyBank Property Loan”) in connection with the KeyBank Property Loan. Prior to the First Amendment to the KeyBank Property Loan, one of the properties held as collateral was removed and added to the Amended KeyBank Credit Facility and the KeyBank Property Loan was reduced to approximately $92.8 million. The First Amendment to the KeyBank Property Loan extended the maturity date of the loan (the “Amended KeyBank Property Loan”) from December 31, 2016 to March 31, 2017. On March 8, 2017, we removed five of the properties held as collateral (Plantation, Wellington, Naples, Port St. Lucie II, and Doral) under the Amended KeyBank Property Loan and added them to the Amended KeyBank Credit Facility. On March 30, 2017 we entered into a Second Amendment to the Amended KeyBank Property Loan to extend the maturity date from March 31, 2017 to May 1, 2017. On April 11, 2017, we removed the remaining five properties that served as collateral under the Amended KeyBank Property Loan and entered into a new loan agreement with KeyBank in which we borrowed $52 million, the proceeds of which were primarily used to pay down the approximately $47.1 million outstanding balance on the Amended KeyBank Property Loan (See Note 11). The Amended KeyBank Subordinate Loan On June 1, 2016, in conjunction with the acquisition of the First Phase of the 27 Property Portfolio, we entered into a credit agreement (the “Subordinate Loan Agreement”) in which we borrowed $30 million (the “KeyBank Subordinate Loan”) with KeyBank, as administrative agent, KeyBanc Capital Markets, LLC, as the sole book runner and sole lead arranger, and the lenders party thereto. The KeyBank Subordinate Loan is a term loan facility with an original maturity date of December 31, 2016. During the third and fourth quarters of 2016, we made payments totaling $20 million on the KeyBank Subordinate Loan, reducing the loan amount to $10 million as of December 29, 2016. On December 29, 2016, we entered into a First Amendment to the Subordinate Loan Agreement (the “First Amendment to the Subordinate Loan”), which extended the maturity date of the Subordinate Loan Agreement (subsequently, the “Amended KeyBank Subordinate Loan”) from December 31, 2016 to March 31, 2017. On March 8, 2017, we repaid the outstanding balance of $10 million on the Amended KeyBank Subordinate Loan through a draw on the Amended KeyBank Credit Facility. KeyBank CMBS Loan On July 28, 2016, we, through 29 special purpose entities wholly owned by our Operating Partnership, entered into a loan agreement with KeyBank in which we borrowed $95 million from KeyBank (the “KeyBank CMBS Loan”). Pursuant to the loan agreement, the collateral under the loan consists of our respective fee interests in 29 self storage properties (the “29 Mortgaged Properties”). The proceeds of the KeyBank CMBS Loan were primarily used to pay down our Amended KeyBank Credit Facility, after which the 29 Mortgaged Properties were released as collateral under the Amended KeyBank Credit Facility. The KeyBank CMBS Loan has an initial term of ten years, maturing on August 1, 2026. In connection with the KeyBank CMBS Loan, we entered into two promissory notes, dated July 28, 2016, in the amounts of $70 million and $25 million (the “Promissory Notes”). Monthly payments due under the Promissory Notes are interest-only for the first five years and payments reflecting a 30-year amortization The KeyBank CMBS Loan is secured by first mortgage liens or deeds of trusts on the 29 Mortgaged Properties, an assignment of all leases/rents, perfected first priority security interests in all personal property, escrows, reserves and a cash management account. In addition, we have provided a guaranty, dated July 28, 2016, in favor of KeyBank, in which we serve as a guarantor of all obligations due under the loan agreement. The KeyBank CMBS Loan may be repaid in whole or in part through a partial or full defeasance (releasing one or more of the 29 Mortgaged Properties from the liens) beginning two years after the Promissory Notes are securitized, which occurred in August, 2016. The following table presents the future principal payment requirements on outstanding debt as of March 31, 2017: 2017 $ 55,841,745 (1) 2018 124,979,420 2019 25,421,574 2020 1,698,534 2021 13,062,238 2022 and thereafter 169,357,842 Total payments 390,361,353 Premium on secured debt, net 1,962,760 Debt issuance costs, net (2,346,820 ) Total $ 389,977,293 (1) On April 11, 2017, the Amended KeyBank Property Loan with approximately $47.1 million in principal outstanding as of March 31, 2017 was refinanced into a $52 million, ten year term loan maturing on May 1, 2027 (See Note 11). |