Debt | Note 5. Debt The Company’s secured debt is summarized as follows: Debt September 30, December 31, Interest Maturity Huntington Credit Facility $ 107,574,000 $ 95,091,351 7.93 % (1) 11/30/2025 Skymar Loan 4,791,381 4,800,000 4.125 % 8/1/2024 SmartStop Delayed Draw Mezzanine Loan — 35,000,000 — N/A National Bank of Canada - Burlington Loan 11,662,992 12,055,230 7.64 % (2) 9/20/2025 National Bank of Canada - Cambridge Loan 11,114,449 11,439,000 7.64 % (3) 12/20/2025 National Bank of Canada - North York Loan 18,407,500 — 7.79 % (4) 1/31/2025 Bank of Montreal Loan 15,922,488 — 7.89 % (5) 5/4/2025 First National Loan 6,483,122 — 9.10 % (6) 5/18/2025 National Bank of Canada - Ontario Loan 93,657,360 — 7.99 % (7) 6/15/2025 SmartStop Bridge Loan 15,000,000 — 8.31 % 12/31/2023 Debt issuance costs, net ( 2,062,176 ) ( 1,216,158 ) Total Secured Debt $ 282,551,116 $ 157,169,423 (1) This variable rate loan encumbers 12 properties (Phoenix I, Phoenix II, Surprise, Bradenton, Apopka, Vancouver WA, Portland, Newark, Levittown, Chandler, St. Johns and Oxford). We entered into interest rate swap agreements and an interest rate cap that fixes SOFR at 2.72 % until the maturity of the loan. (2) This variable rate loan encumbers our Burlington, ONT property and the amount shown above is in USD based on the foreign exchange rate in effect as of September 30, 2023 and December 31, 2022, respectively. We entered into an interest rate swap agreement that fixes CDOR at 4.02 % until the maturity of the loan. (3) This variable rate loan encumbers our Cambridge, ONT property and the amount shown above is in USD based on the foreign exchange rate in effect as of September 30, 2023 and December 31, 2022, respectively. We entered into an interest rate swap agreement that fixes CDOR at 3.83 % until the maturity of the loan. (4) This variable rate loan encumbers our North York, ONT property and the amount shown above is in USD based on the foreign exchange rate in effect as of September 30, 2023. We entered into an interest rate swap agreement that fixes CDOR at 3.79 % until the maturity of the loan. (5) This variable rate loan encumbers our Vancouver, BC property and the amount shown above is in USD based on the foreign exchange rate in effect as of September 30, 2023. We entered into an interest rate swap agreement that fixes CDOR at 4.47 % until the maturity of the loan. (6) This variable rate loan encumbers our Edmonton, AB property and the amount shown above is in USD based on the foreign exchange rate in effect as of September 30, 2023. (7) This variable rate loan encumbers our Ontario Portfolio and the amount shown above is in USD based on the foreign exchange rate in effect as of September 30, 2023. We entered into an interest rate swap agreement that fixes CDOR at 4.73 % until the maturity of the loan. The weighted average interest rate on our consolidated debt, excluding the impact of our interest rate hedging activities, as of September 30, 2023 was approximately 7.89 %. Huntington Credit Facility On November 30, 2021, we, through three special purpose entities (collectively, the “Borrower”) wholly owned by our Operating Partnership, entered into a credit agreement (the “Credit Agreement”) with Huntington National Bank (“Huntington”), as administrative agent and sole lead arranger. Under the terms of the Credit Agreement, the Borrower had a maximum borrowing capacity of $ 50 million (the “Huntington Credit Facility”). However, certain financial requirements with respect to both the Borrower and the “Pool” of “Mortgaged Properties” must be satisfied prior to making any drawdowns on the Huntington Credit Facility in accordance with the Credit Agreement. At close, we borrowed approximately $ 22.4 million on the Huntington Credit Facility, secured by a first mortgage deed of trust on the Surprise, Phoenix and Phoenix II Properties. On December 30, 2021, in conjunction with the acquisitions of the Bradenton Property and Apopka Property, we borrowed an additional approximately $ 14.7 million pursuant to the Huntington Credit Facility and the Bradenton and Apopka Properties were added as security. On April 26, 2022, the Vancouver Property was added as security to the Huntington Credit Facility and we borrowed approximately $ 12.9 million. On May 17, 2022, we entered into an amendment and joinder to amend the Huntington Credit Facility (the “Second Amendment”). Under the terms of the Second Amendment, we increased our borrowing capacity by $ 50 million for a total borrowing capacity of $ 100 million. In conjunction with the increase of the maximum borrowing capacity we drew approximately $ 14.5 million on the Huntington Credit Facility to acquire the Chandler Property and the property was added as security. On May 26, 2022, we borrowed approximately $ 30.6 million on the Huntington Credit Facility, secured by a first mortgage deed of trust on the Levittown, Newark and Portland Properties. In conjunction with the May 26, 2022 draw on the Huntington Credit Facility, the Huntington Bridge Loan (described below) was repaid and terminated in accordance with the Huntington Bridge Loan Agreement without any fees or penalties. On April 13, 2023, we entered into an amendment and joinder to the Huntington Credit Facility to: (i) increase the borrowing capacity up to approximately $ 107.6 million; (ii) extend the maturity date by one-year until November 30, 2025 ; (iii) add two additional special purpose entities as borrowers under the Huntington Credit Facility (the “Additional Borrowers” and together with the Initial Borrower, the “Borrower”); and (iv) modify certain other covenants. In connection with such amendment and joinder, we, through the Additional Borrowers, added the St. Johns and Oxford properties owned by the Additional Borrowers to the Huntington Credit Facility and drew approximately $ 12.5 million. In conjunction with the amendment to the Huntington Credit Facility, we entered into an interest rate swap agreement with a notional amount of $ 60.0 million, whereby Secured Overnight Financing Rate ("SOFR") is fixed at 4.01 % through the maturity of the Huntington Credit Facility. On April 13, 2023, we entered into an interest rate cap agreement with a notional amount of $ 47.6 million, whereby SOFR is capped at 2.6 % through the maturity of the Huntington Credit Facility. On September 28, 2023, we terminated the interest rate cap agreement entered on April 13, 2023 and entered into a new interest rate cap agreement with a notional amount of $ 47.6 million, whereby SOFR is capped at 1.1 % through the maturity of the Huntington Credit Facility. The Huntington Credit Facility is a term loan that has a maturity date of November 30, 2025 , which may, in certain circumstances, be extended at the option of the Borrower until November 30, 2027 . Payments due under the Huntington Credit Facility are interest-only during the initial term of the loan. The amounts outstanding under the Huntington Credit Facility bear interest at a variable rate equal to the 1 month Term SOFR plus 2.61 %, adjusted monthly, with a floor of 3.25 %. As of September 30, 2023, the interest rate excluding the impact of our interest rate hedging activities on the Huntington Credit Facility was 7.93 %. The loan may be prepaid in whole or in part, without penalty or premium, at any time, subject to certain conditions as set forth in the Credit Agreement. The Credit Agreement contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. We serve as a limited recourse guarantor with respect to the Huntington Credit Facility. In particular, the financial covenants include a minimum debt service coverage ratio and minimum net worth and liquid assets requirements applicable to us and our Operating Partnership as guarantors. As of September 30, 2023, we are in compliance with all such covenants. Huntington Bridge Loan On April 26, 2022, in connection with the acquisition of the Levittown and Newark Properties, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, entered into a term loan agreement (the “Huntington Bridge Loan Agreement”) with Huntington National Bank, for approximately $ 30.6 million (the “Huntington Bridge Loan”). The Huntington Bridge Loan was secured by a deed of trust on the Levittown, Newark and Portland Properties. We and our Operating Partnership served as limited guarantors with respect to the Huntington Bridge Loan. The interest rate on the Huntington Bridge Loan was equal to SOFR plus 2.61 %, adjusted monthly, with a floor of 3.25 %. Payments on the Huntington Bridge Loan were interest only until July 25, 2022 , which was the initial maturity date. On May 26, 2022, in connection with a draw on the Huntington Credit Facility, the Huntington Bridge Loan was repaid and terminated in accordance with the Huntington Bridge Loan Agreement without fees or penalties. Skymar Loan On July 8, 2021, we, through a wholly-owned special purposes entity, entered into a $ 4.8 million financing with Skymar Capital Corporation (“Skymar”) as lender pursuant to a mortgage loan (the “Skymar Loan”). The Skymar Loan is secured by a first mortgage deed of trust on the Las Vegas property. The loan has a maturity date of August 1, 2024 . Monthly payments due under the loan agreement (the “Skymar Loan Agreement”) are interest-only for the first two years, with principal and interest payments thereafter. The amount outstanding under the Skymar Loan bears interest at an annual fixed rate equal to 4.125 %. The loan may be prepaid in whole, but not in part, at any time, subject to certain conditions as set forth in the Skymar Loan Agreement. The loan documents contain agreements; representations; warranties and borrowing conditions; reserve requirements and events of default. In addition, and pursuant to the terms of the limited recourse guaranty, we serve as a non-recourse guarantor with respect to the Skymar Loan. Loans from SmartStop OP, L.P. SmartStop Delayed Draw Mezzanine Loan On December 30, 2021, in connection with the acquisition of the Bradenton Property and the Apopka Property, we, through a wholly-owned subsidiary of our Operating Partnership, entered into a mezzanine loan agreement (the “SmartStop Delayed Draw Mezzanine Loan Agreement”) with SmartStop OP, an affiliate of our sponsor, for up to $ 45 million (the “SmartStop Delayed Draw Mezzanine Loan”). The SmartStop Delayed Draw Mezzanine Loan required a commitment fee equal to 1.0 % of the amount drawn at closing. On December 30, 2021, we borrowed $ 6.8 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to partially fund the acquisitions of the Bradenton Property and the Apopka Property. The SmartStop Delayed Draw Mezzanine Loan is secured by a pledge of the equity interest in the indirect, wholly-owned subsidiaries of our Operating Partnership that own the Bradenton Property and the Apopka Property. Our Operating Partnership serves as a non-recourse guarantor with respect to the SmartStop Delayed Draw Mezzanine Loan. On July 8, 2022, in connection with the acquisition of the St. Johns Property, we amended the SmartStop Delayed Draw Mezzanine Loan to allow for the addition of the St. Johns Property and we drew an additional $ 7.2 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to partially fund the acquisition of the St. Johns Property. On September 21, 2022, in connection with the acquisition of the Oxford Property, we amended the SmartStop Delayed Draw Mezzanine Loan Agreement to allow for the addition of the Oxford Property and drew an additional $ 11.0 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to fund the acquisition of the Oxford Property. On December 20, 2022, in connection with the acquisition of the Cambridge Property, we amended the SmartStop Delayed Draw Mezzanine Loan Agreement (the “Mezzanine Loan Amendment”) to increase the maximum principal amount of the loan from $ 45.0 million to $ 55.0 million and drew an additional $ 10.0 million to fund the acquisition of the Cambridge Property. The Amendment also extended the loan maturity date for an additional year, through December 30, 2023 , converted the interest rate index from LIBOR to Daily Simple SOFR, and adjusted the contractual interest rate to remain at Daily Simple SOFR plus 3% during the extension period. On January 31, 2023, in connection with the acquisition of the Edmonton Property, we drew an additional $ 15.0 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to fund the acquisition of the Edmonton Property. In May 2023, we repaid the $ 50 million outstanding balance on the SmartStop Delayed Draw Mezzanine Loan with all accrued interest and terminated the loan in accordance with the terms of the loan agreement. SmartStop Bridge Loan On June 15, 2023, in connection with the acquisition of the Ontario Portfolio, we, through a wholly-owned subsidiary of our Operating Partnership (the “Bridge Loan Borrower”), entered into a bridge loan agreement (the “SmartStop Bridge Loan Agreement”) with SmartStop OP for $ 15.0 million (the “SmartStop Bridge Loan”). The SmartStop Bridge Loan required a commitment fee equal to 1.0 % of the amount drawn at closing. The obligations of the Bridge Loan Borrower under the SmartStop Bridge Loan Agreement are unsecured. The proceeds of the SmartStop Bridge Loan were used to partially fund the acquisition of the Ontario Portfolio. Pursuant to the SmartStop Bridge Loan Agreement, the amounts outstanding under the SmartStop Bridge Loan bear a floating rate equal to SOFR plus 3.00 % . As of September 30, 2023, the interest rate on the SmartStop Bridge Loan was 8.31 %. The SmartStop Bridge Loan has an initial maturity date of December 31, 2023 , which may be extended until December 31, 2024 at the option of the Bridge Loan Borrower upon payment of an extension fee equal to $ 37,500 and an increase to the interest rate of 1.00 %. Payments under the SmartStop Bridge Loan are interest-only and payable monthly. The SmartStop Bridge Loan may be prepaid either in whole or in part, at any time, without penalty or premium. The SmartStop Bridge Loan contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions, and events of default. National Bank of Canada - Burlington Loan On September 20, 2022, in connection with the acquisition of the property in Burlington, Ontario (the “Burlington Property”), we, through a special purpose entity formed to acquire and hold the Burlington Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - Burlington Loan”) for CAD $ 16.5 million, which is secured by a deed of trust on the Burlington Property. Under the terms of the loan agreement (the “National Bank of Canada Burlington Loan Agreement”) the interest rate is equal to the one month Canadian Dollar Offered Rate ("CDOR"), plus 2.25 %. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $ 16.5 million, whereby the CDOR is fixed at 4.02 % through the maturity of the loan. The National Bank of Canada - Burlington Loan has a maturity date of September 20, 2025 , and monthly payments are principal and interest, calculated using 25 year amortization. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - Burlington Loan. The National Bank of Canada Burlington Loan Agreement also contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. As of September 30, 2023, we were in compliance with such covenants. National Bank of Canada - Cambridge Loan On December 20, 2022, in connection with the acquisition of the property in Cambridge, Ontario (the “Cambridge Property”), we, through a special purpose entity formed to acquire and hold the Cambridge Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - Cambridge Loan”) for CAD $ 15.5 million, which is secured by a deed of trust on the Cambridge Property. Under the terms of the loan agreement (the “National Bank of Canada Cambridge Loan Agreement”) the interest rate is equal to the one month CDOR, plus 2.25 %. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $ 15.5 million, whereby the CDOR is fixed at 3.83 % through the maturity of the loan. The National Bank of Canada - Cambridge Loan has a maturity date of December 20, 2025 , and monthly payments are interest-only for the first four quarters, payable monthly and payments of principal and interest, calculated using 25 year amortization, are due monthly after. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - Cambridge Loan. On May 10, 2023, we made a CAD $ 0.4 million paydown of the outstanding loan balance in accordance with the loan agreement. The National Bank of Canada Cambridge Loan Agreement also contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. As of September 30, 2023, we were in compliance with such covenants. National Bank of Canada – North York Loan On January 31, 2023, in connection with the acquisition of the property in North York, Ontario (the “North York Property”), we, through a special purpose entity formed to acquire and hold the North York Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - North York Loan”) for CAD $ 25.0 million, which is secured by a deed of trust on the North York Property. Under the terms of the loan agreement (the “National Bank of Canada North York Loan Agreement”) the interest rate is equal to the one month CDOR, plus 2.40 %. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $ 25.0 million, whereby the CDOR is fixed at 3.79 % through the maturity of the loan. The National Bank of Canada - North York Loan also has a maturity date of January 31, 2025 . The National Bank of Canada - North York Loan is interest-only for the first year, payable monthly , and payments of principal and interest, calculated using a 25 year amortization, are due monthly after. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - North York Loan. The National Bank of Canada North York Loan Agreement also contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. As of September 30, 2023, we were in compliance with such covenants. Bank of Montreal Loan On May 4, 2023, in connection with the acquisition of the Vancouver, BC Property, we, through a special purpose entity formed to acquire and hold the Vancouver, BC Property, entered into a term loan with Bank of Montreal (the “Bank of Montreal Loan”) for approximately CAD $ 21.6 million, which is secured by a deed of trust on the Vancouver, BC Property. Under the terms of the loan agreement (the “Bank of Montreal Loan Agreement”) the interest rate is equal to the one-month CDOR, plus 2.50 %. In addition, we entered into an interest rate swap agreement with a notional amount of approximately CAD $ 21.6 million, whereby the CDOR is fixed at 4.47 % through the maturity of the loan. The Bank of Montreal Loan also has an initial term of two years , maturing on May 4, 2025 with a one year extension option. The Bank of Montreal Loan is interest-only over the initial term of the loan. The Bank of Montreal Loan Agreement contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. We serve as full recourse guarantor with respect to the Bank of Montreal Loan. As of September 30, 2023, we are in compliance with all such covenants. First National Loan On May 19, 2023, we, through a wholly-owned subsidiary of our Operating Partnership, entered into a term loan with First National Financial LP (the “First National Loan”) for approximately CAD $ 8.8 million. The First National Loan is secured by a deed of trust on the Edmonton Property. Pursuant to the terms of the loan agreement for the First National Loan (the “First National Loan Agreement”), the amounts outstanding under the First National Loan bear a floating rate equal to the Royal Bank of Canada Prime Rate, plus 1.90 %. As of September 30, 2023, the interest rate on the First National Loan was approximately 9.10 %. The First National Loan has an initial term of two years and an initial maturity date of May 18, 2025 . Payments under the First National Loan are interest-only and payable monthly. The loan may be prepaid in whole, but not in part, at any time, subject to certain conditions as set forth in the First National Loan Agreement. The loan documents contain agreements; representations; warranties and borrowing conditions; reserve requirements and events of default. In addition, and pursuant to the terms of the limited recourse guaranty, we serve as a full recourse guarantor with respect to the First National Loan. As of September 30, 2023, we are in compliance with all such covenants. National Bank of Canada – Ontario Loan On June 15, 2023, in connection with the acquisition of the Ontario Portfolio (the “Ontario Portfolio”), we, through certain wholly-owned subsidiaries of our Operating Partnership, entered into a CAD $ 127.2 million financing with National Bank of Canada (the “National Bank of Canada - Ontario Loan”). The National Bank of Canada - Ontario Loan is secured by first mortgage of each of the six properties that comprise the Ontario Portfolio. The proceeds of the National Bank of Canada - Ontario Loan were used to partially fund the acquisition of the Ontario Portfolio. Pursuant to the loan agreement (the “National Bank of Canada Ontario Loan Agreement”) the interest rate is equal to the one month CDOR, plus 2.60 %. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $ 127.2 million, whereby the CDOR is fixed at 4.73 % through the maturity of the loan. The National Bank of Canada - Ontario Loan also has a maturity date of June 15, 2025 . The National Bank of Canada - Ontario Loan is interest-only for the first year, payable monthly , and payments of principal and interest, calculated using a 25 year amortization, are due monthly after. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - Ontario Loan. The National Bank of Canada Ontario Loan Agreement contains an interest reserve requirement and a modified debt service coverage ratio covenant applicable to the Borrowers whereby the collateral properties must, in general, have a modified debt service coverage ratio of not less than 1.30 to 1.00 . The National Bank of Canada Ontario Loan Agreement also contains customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. As of September 30, 2023, we were in compliance with such covenants. The following table presents the future principal payment requirements on our outstanding secured debt as of September 30, 2023: 2023 $ 15,182,988 2024 8,546,125 2025 260,884,179 Thereafter — Total payments 284,613,292 Debt issuance costs, net ( 2,062,176 ) Total $ 282,551,116 |