DEBT | DEBT The breakdown of debt as of March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, Mortgage notes payable, net $ 30,990,813 $ 31,030,241 Credit facility: Term loan, net 248,631,103 248,508,515 Total $ 279,621,916 $ 279,538,756 Mortgage Notes Payable, Net As of March 31, 2024 and December 31, 2023, the Company’s mortgage notes payable consisted of the following: Collateral 2024 Principal 2023 Principal Interest Rate (1) Loan Costco property $ 18,803,337 $ 18,850,000 4.85% 1/01/2030 Taylor Fresh Foods property 12,350,000 12,350,000 3.85% 11/01/2029 Total mortgage notes payable 31,153,337 31,200,000 Less unamortized deferred financing costs (162,524) (169,759) Mortgage notes payable, net $ 30,990,813 $ 31,030,241 (1) Represents the contractual interest rate in effect under the mortgage note payable as of March 31, 2024. The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable (Level 3 measurement) as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Face Value Carrying Fair Value Face value Carrying Fair Value Mortgage notes payable $ 31,153,337 $ 30,990,813 $ 27,814,826 $ 31,200,000 $ 31,030,241 $ 27,999,621 Disclosures of the fair values of financial instruments are based on pertinent information available to the Company as of the period end and require a significant amount of judgment. The actual value could be materially different from the Company’s estimate of value. Credit Facility, Net The Company's Operating Partnership entered into an agreement for a line of credit (the ‘‘Credit Agreement’’) on January 18, 2022, which was amended on October 21, 2022, primarily to increase the line of credit. The Credit Agreement currently provides a $400,000,000 line of credit comprised of a $150,000,000 four-year revolving line of credit, which may be extended by up to 12 months subject to certain conditions (the ‘‘Revolver’’) and a $250,000,000 five-year term loan (the ‘‘Term Loan’’ and together with the ‘‘Revolver,’’ the ‘‘Credit Facility’’) with KeyBank and the other lending institutions party thereto (collectively, the ‘‘Lenders’’), including KeyBank as Agent for the Lenders (in such capacity, the ‘‘Agent’’). The Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness and capital expenditures. The Credit Facility includes an accordion option that allows the Company to request additional Revolver and Term Loan lender commitments up to a total of $750,000,000 subject to customary conditions, including the receipt of new commitments from the Lenders. The Company's Revolver and Term Loan’s maturity is in January 2026 and in January 2027, respectively, with options to extend the Revolver for a total of 12 months. On December 20, 2022, the Credit Agreement was again amended to allow the Company to draw on the additional $100,000,000 Term Loan commitment up to five times by April 19, 2023, in exchange for a quarterly unused fee. The $100,000,000 Term Loan commitment was fully drawn by April 19, 2023 and unused fees amounted to $92,569 during the three months ended March 31, 2023. The Credit Facility is priced on a leverage-based grid that fluctuates based on the Company's actual leverage ratio at the end of the prior quarter. With the Company's leverage ratio at 48% as of December 31, 2023, the spread over the secured overnight financing rate (‘‘SOFR’’), including a 10-basis point credit adjustment, is 185 basis points and the interest rate on the Revolver was 7.1625% on March 31, 2024; however, there was no outstanding balance on the Revolver. The Company also pays an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment, and incurred total unused fees of $94,792 and $93,667 for the three months ended March 31, 2024 and 2023, respectively. On May 10, 2022, the Company entered into a swap agreement, effective from May 31, 2022 to January 17, 2027, subject to the Company counterparty’s one-time cancellation option on December 31, 2024, to fix SOFR at 2.258% with respect to its original $150,000,000 Term Loan. The Company has begun to explore, and intends to further explore, various alternatives available to extend or restructure the cancellation option. The swap agreement resulted in a fixed interest rate of 4.058% on the Term Loan based on the Company's leverage ratio of 48% as of March 31, 2024. On October 26, 2022, the Company entered into a second swap agreement, effective from November 30, 2022 to November 30, 2027, subject to the Company counterparty’s one-time cancellation option on December 31, 2024, to fix SOFR at 3.44% with respect to its expanded Term Loan. The Company has begun to explore, and intends to further explore, various alternatives available to extend or restructure the cancellation option. The swap agreement resulted in a fixed interest rate of 5.240% on the additional $100,000,000 borrowed under the expanded Term Loan based on the Company's leverage ratio of 48% as of March 31, 2024. The Credit Facility includes customary representations, warranties and covenants, including covenants regarding minimum fixed charge coverage of 1.50x, minimum tangible net worth of $208,629,727 plus 85% of net offering proceeds after January 18, 2022, and maximum consolidated leverage of 60%. The Credit Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the ‘‘Subsidiary Guarantors’’) that are indirectly owned by the Company, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Credit Facility, the Company and each of the Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which the Company and each of the Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement. Compliance with All Debt Agreements Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the Credit Facility, the Company and/or the subsidiary borrowers are subject to certain financial loan covenants. The Company and/or the subsidiary borrowers were in compliance with such financial loan covenants as of March 31, 2024. Future Principal Payments The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of March 31, 2024: Mortgage Notes Credit Facility Payable Revolver Term Loan Total April through December 2024 $ 222,967 $ — $ — $ 222,967 2025 543,886 — — 543,886 2026 568,370 — — 568,370 2027 593,972 — 250,000,000 250,593,972 2028 618,278 — — 618,278 Thereafter 28,605,864 — — 28,605,864 Total principal 31,153,337 — 250,000,000 281,153,337 Less: deferred financing costs, net (162,524) — (1,368,897) (1,531,421) Net principal $ 30,990,813 $ — $ 248,631,103 $ 279,621,916 Interest Expense, Including Unrealized Gain or Loss on Interest Rate Swaps and Net of Derivative Settlements The following is a reconciliation of the components of interest expense, net of derivative settlements and unrealized gain on interest rate swaps for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Mortgage notes payable: Interest expense $ 347,142 $ 471,939 Amortization of deferred financing costs 7,235 7,235 Credit facility: Interest expense 4,507,294 2,388,935 Unused commitment fees 94,792 186,236 Amortization of deferred financing costs 214,261 214,261 Swap derivatives: Derivative cash settlements (1) (1,670,732) (1,074,085) Unrealized loss on interest rate swap valuation for first swap (2) 3,804 1,144,018 Amortization of unrealized (gain) loss interest rate swap valuation (2) (253,093) (250,311) Unrealized (gain) loss on interest rate swap valuation for second swap (3) (1,040,075) 828,476 Other 96,521 102,088 Interest expense, net $ 2,307,149 $ 4,018,792 (1) The Company entered into two swap transaction instruments for (i) its original $150,000,000 Credit Facility Term Loan (first swap) effective May 31, 2022 and (ii) its additional $100,000,000 Term Loan commitment (second swap) effective November 30, 2022, as described in Note 8 . (2) Due to the Company's $150,000,000 derivative instrument's failure to qualify as a cash flow hedge because it was deemed ineffective for the three months ended March 31, 2024 and 2023 as described in Note 8 , the $3,804 and $1,144,018 losses on the swap valuation for the three months ended March 31, 2024 and 2023, respectively, are recognized as an increase in interest expense. Furthermore, the unrealized gain on interest rate swap derivative previously recorded in accumulated other comprehensive income and noncontrolling interest in operating partnership is being amortized on a straight-line basis as a reduction to interest expense through the maturity date of the loan agreement (see Note 8 for more details). (3) The Company's $100,000,000 derivative instrument was not designated as a cash flow hedge and, therefore, the $(1,040,075) gain and $828,476 loss on the valuation of this swap for the three months ended March 31, 2024 and 2023, respectively, are reflected as a (reduction) increase in interest expense (see Note 8 |