Debt | Note 5. Debt The Company’s debt is summarized as follows: Encumbered Property September 30, 2018 December 2017 Interest Rate Maturity Date Raleigh/Myrtle Beach promissory note (1) $ 11,929,458 $ 12,076,470 5.73 % 9/1/2023 Amended KeyBank Credit Facility (2) 89,182,500 86,382,500 4.76 % (11) 12/22/2018 (13) Milton fixed rate (3) 5,040,575 5,238,606 5.81 % 10/15/2018 (12) Burlington I fixed rate (3) 4,905,228 5,120,423 5.98 % 10/15/2018 (12) Burlington I variable rate (3) 2,336,370 2,402,418 5.97 % 10/15/2018 (12) Oakville I variable rate (3) 7,799,019 8,019,489 5.45 % 12/31/2018 (12) Burlington II and Oakville II variable rate (3) 12,286,742 12,834,819 4.34 % 2/28/2021 (12) Oakland and Concord loan (4) 19,604,712 19,960,190 3.95 % 4/10/2023 KeyBank CMBS Loan (5) 95,000,000 95,000,000 3.89 % 8/1/2026 KeyBank Florida CMBS Loan (6) 52,000,000 52,000,000 4.65 % 5/1/2027 $11M KeyBank Subordinate Loan (7) 11,000,000 11,000,000 6.01 % (11) 6/1/2020 Midland North Carolina CMBS Loan (8) 47,249,999 47,249,999 5.31 % 8/1/2024 Dufferin loan (9) 10,541,343 11,172,315 3.21 % 5/31/2019 (12) Mavis loan (9) 8,885,034 9,416,609 3.21 % 5/31/2019 (12) Brewster loan (9) 5,807,151 6,154,532 3.21 % 5/31/2019 (12) Granite variable rate loan (10) 6,906,378 7,101,614 6.45 % 12/1/2018 (12) Centennial variable rate loan (10) 6,202,444 6,377,780 6.70 % 12/1/2018 (12) Premium on secured debt, net 1,305,598 1,646,988 Debt issuance costs, net (2,073,373 ) (2,361,850 ) Total debt $ 395,909,178 $ 396,792,902 (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 September 30, 2018, 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 September 30, 2018. 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) 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 of these encumbered properties are not available to pay our other debts. The equity interests in the entities that own these encumbered properties are pledged as collateral in the $11M KeyBank Subordinate Loan. See footnote 7, below. (6) This loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray). The separate assets of these encumbered properties are not available to pay our other debts. The equity interests in the entities that own these encumbered properties are pledged as collateral in the $11M KeyBank Subordinate Loan. See footnote 7, below. (7) This variable rate loan encumbers 49% of the equity interest in the entities that own the 34 properties (the 29 properties encumbered by the KeyBank CMBS Loan and the five properties encumbered by the KeyBank Florida CMBS Loan), and is subordinate to the existing KeyBank CMBS Loan and KeyBank Florida CMBS Loan. (8) 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. (9) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of September 30, 2018. 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%. (10) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of September 30, 2018. Variable rate loans are based on Canadian Prime. (11) We have a $90 million interest rate cap on our variable rate LIBOR based debt that caps LIBOR at 1.25%. See Note 6. (12) Subsequent to September 30, 2018, these loans were paid off in full with the proceeds of a new, two year term loan with Citibank, N.A. See Note 12 for further discussion. (13) Subsequent to September 30, 2018, we amended and restated our Amended KeyBank Credit Facility to extend the maturity date until February 20, 2019. See Note 12 for further discussion. The weighted average interest rate on our consolidated debt as of September 30, 2018 was approximately 4.62%. As of September 30, 2018, we provided recourse guarantees totaling approximately $42 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 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. 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”). The Subsequent Lender also became a party to the Amended KeyBank Credit Facility through a joinder agreement in the First Amendment. As of September 30, 2018, we had approximately $89.2 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 extension options subject to certain conditions outlined further in the credit agreement for the Amended KeyBank Credit Facility (the “Amended Credit Agreement”). On October 29, 2018, we amended and restated our Amended KeyBank Credit Facility, extending the maturity date to February 20, 2019. See Note 12 - Subsequent Events. Payments due pursuant to the Amended KeyBank Credit Facility are interest-only for the first 36 months and a 30-year amortization schedule thereafter. The Amended KeyBank Credit Facility bears interest based on the type of borrowing. The ABR Loans bear interest at the lesser of (x) the Alternate Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Rate, or (y) the Maximum Rate (as defined in the Amended Credit Agreement). The Eurodollar Loans bear interest at the lesser of (a) the Adjusted LIBO Rate (as defined in the Amended Credit Agreement) for the Interest Period in effect plus the Applicable Rate, or (b) the Maximum Rate (as defined in the Amended Credit Agreement). The Applicable Rate corresponds to our total leverage, as specified in the Amended Credit Agreement. For any ABR Loans, the Applicable Rate is 125 basis points if our total leverage is less than 50%, and 150 basis points if our leverage is greater than 50%. For any Eurodollar Loan, the Applicable Rate is 225 basis points if our total leverage is less than 50% and 250 basis points if our total leverage is greater than 50%. 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) a Tangible Net Worth not at any time to be 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. As of September 30, 2018, we were in compliance with all such covenants. During 2017, our Operating Partnership purchased an interest rate cap with a notional amount of $90 million, with an effective date of July 1, 2017 that caps LIBOR at 1.25% through December 22, 2018. The following table presents the future principal payment requirements on outstanding debt as of September 30, 2018: 2018 $ 122,872,859 (1) 2019 26,139,333 (1) 2020 12,622,834 (1) 2021 13,684,085 (1) 2022 3,635,428 2023 and thereafter 217,722,414 Total payments 396,676,953 Premium on secured debt, net 1,305,598 Debt issuance costs, net (2,073,373 ) Total $ 395,909,178 (1) On October 11, 2018, we repaid approximately $70.7 million of our Canadian debt with the proceeds from a new loan with Citibank. On October 29, 2018, we amended our Amended KeyBank Credit Facility to extend the maturity date until February 20, 2019. Subsequent to these debt transactions, future principal payment requirements on our outstanding debt for the years ending December 31, 2018, 2019, 2020, 2021, 2022, and thereafter are approximately $0.2 million, $90.1 million, $83.1 million, $2.0 million, $3.6 million, and $217.7 million, respectively. See Note 12 – Subsequent Events. |