LONG-TERM DEBT | NOTE 16. LONG-TERM DEBT As of March 31, 2022, long-term debt, at face value, totaled $299.8 million, which was comprised of (i) $66.0 million outstanding under our revolving credit facility (the “Credit Facility”), (ii) the $65.0 million term loan (the “2026 Term Loan”), (iii) the $100.0 million term loan (the “2027 Term Loan”), (iv) the $17.8 million fixed-rate mortgage note assumed in connection with the acquisition of Price Plaza Shopping Center during the three months ended March 31, 2022, and (v) the $51.0 million principal amount of 2025 Notes. The long-term debt, at face value, of $299.8 million at March 31, 2022, represented an increase of $16.8 million from the balance of $283.0 million at December 31, 2021. The $16.8 million increase in long-term debt was due to the impact of (i) the net repayments on the Credit Facility totaling $1.0 million and (ii) the assumption of the $17.8 million fixed-rate mortgage note in connection with the acquisition of Price Plaza Shopping Center. As of March 31, 2022, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Maturity Date Interest Rate Credit Facility $ 66,000 May 2023 30-day LIBOR + 2026 Term Loan (1) 65,000 March 2026 30-day LIBOR + 2027 Term Loan (2) 100,000 January 2027 30-day LIBOR + 3.875% Convertible Senior Notes due 2025 51,034 April 2025 3.875% Mortgage Note Payable 17,800 August 2026 4.060% Total Long-Term Face Value Debt $ 299,834 (1) The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance, including (i) its redesignation of the existing $50.0 million interest rate swap, entered into as of August 31, 2020, and (ii) a $15.0 million interest rate swap effective August 31, 2021, to fix LIBOR and achieve a weighted average fixed interest rate of 0.35% plus the applicable spread (see Note 17, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps). (2) Effective November 5, 2021 the Company redesignated the interest rate swap, entered into as of March 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.73% plus the applicable spread on the $100.0 million 2027 Term Loan balance (see Note 17, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps) . Credit Facility. The Huntington National Bank was added as a lender to the Company’s Credit Facility. On May 24, 2019, the Company executed the second amendment to the 2017 Amended Credit Facility (the “May 2019 Revolver Amendment”). As a result of the May 2019 Revolver Amendment, the Credit Facility had a total borrowing capacity of $200.0 million with the ability to increase that capacity up to $300.0 million during the term, subject to lender approval. The Credit Facility provides the lenders with a security interest in the equity of the Company subsidiaries that own the properties included in the borrowing base. The indebtedness outstanding under the Credit Facility accrues interest at a rate ranging from the 30-day LIBOR plus 135 195 a fee of 15 to 25 basis points for any unused portion of the borrowing capacity based on whether the unused portion is greater or less than 50% of the total borrowing capacity. Pursuant to the May 2019 Revolver Amendment, the Credit Facility matures on May 24, 2023, with the ability to extend the term for 1 year. On November 26, 2019, the Company entered into the third amendment to the 2017 Amended Credit Facility (the “November 2019 Revolver Amendment”), which further amends the 2017 Amended Credit Facility. The November 2019 Revolver Amendment included, among other things, an adjustment of certain financial maintenance covenants, including a temporary reduction of the minimum fixed charge coverage ratio to allow the Company to redeploy the proceeds received from the sale of certain income properties to PINE, and an increase in the maximum amount the Company may invest in stock and stock equivalents of real estate investment trusts to allow the Company to invest in PINE’s common stock and OP Units. On July 1, 2020, the Company entered into the fourth amendment to the 2017 Amended Credit Facility (the “July 2020 Revolver Amendment”) whereby the tangible net worth covenant was adjusted to be more reflective of market terms. The July 2020 Revolver Amendment was effective as of March 31, 2020. On November 12, 2020, the Company entered into the fifth amendment to the 2017 Amended Credit Facility (the “November 2020 Revolver Amendment”). The November 2020 Revolver Amendment provided that, among other things, (i) the Company must comply with certain adjusted additional financial maintenance requirements, including (x) a new restricted payments covenant which limits the type and amount of cash distributions that may be made by the Company and (y) an adjusted fix charges ratio, which now excludes certain onetime expenses for purposes of calculation and (ii) the Company must, from and after the date that the Company elects to qualify as a REIT, maintain its status as a REIT. On March 10, 2021, the Company entered into the sixth amendment to the 2017 Amended Credit Facility (the “March 2021 Revolver Amendment”). The March 2021 Revolver Amendment included, among other things, (i) increase of the revolving credit commitment from $200.0 million to $210.0 million, (ii) addition of the 2026 Term Loan in the aggregate amount of $50.0 million, (iii) updates to certain financing rate provisions provided therein, and (iv) joinder of The Huntington National Bank as a 2026 Term Loan lender and Credit Facility lender. The March 2021 Revolver Amendment also includes accordion options that allow the Company to request additional 2026 Term Loan lender commitments up to a total of $150.0 million and additional Credit Facility lender commitments up to a total of $300.0 million. During the three months ended June 30, 2021, the Company exercised the 2026 Term Loan accordion option for $15.0 million, increasing total lender commitments to $65.0 million. On November 5, 2021, the Company entered into the seventh amendment to the 2017 Amended Credit Facility (the “November 2021 Revolver Amendment”). The November 2021 Revolver Amendment included, among other things, (i) addition of the 2027 Term Loan in the aggregate amount of $100.0 million and (ii) joinder of KeyBank National Association, Raymond James Bank, and Synovus Bank as 2027 Term Loan lenders. The November 2021 Revolver Amendment also includes an accordion option that allows the Company to request additional term loan lender commitments up to a total of $400.0 million in the aggregate. At March 31, 2022, the current commitment level under the Credit Facility was $210.0 million. The undrawn commitment under the Credit Facility totaled $144.0 million. As of March 31, 2022, the Credit Facility had a $66.0 million balance outstanding. The Credit Facility is subject to customary restrictive covenants including, but not limited to, limitations on the Company’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants including, but not limited to, a maximum indebtedness ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The Credit Facility also contains affirmative covenants and events of default including, but not limited to, a cross default to the Company’s other indebtedness and upon the occurrence of a change in control. The Company’s failure to comply with these covenants or the occurrence of an event of default could result in acceleration of the Company’s debt and other financial obligations under the Credit Facility. Mortgage Notes Payable On March 3, 2022, in connection with the acquisition of Price Plaza Shopping Center, the Company assumed an existing $17.8 million secured fixed-rate mortgage note payable, which bears interest at a fixed rate of 4.06% and matures in August 2026. Convertible Debt On February 4, 2020, the Company closed privately negotiated exchange agreements with certain holders of its outstanding 2020 Notes pursuant to which the Company issued $57.4 million principal amount of the 2025 Notes in exchange for $57.4 million principal amount of the 2020 Notes (the “Note Exchanges”). In addition, the Company closed a privately negotiated purchase agreement with an investor, who had not invested in the 2020 Notes, and issued $17.6 million principal amount of the 2025 Notes (the “New Notes Placement,” and together with the Note Exchanges, the “Convert Transactions”). The Company used $5.9 million of the proceeds from the New Notes Placement to repurchase $5.9 million of the 2020 Notes. As a result of the Convert Transactions there was a total of $75.0 million aggregate principal amount of 2025 Notes outstanding. In exchange for issuing the 2025 Notes pursuant to the Note Exchanges, the Company received and cancelled the exchanged 2020 Notes. The $11.7 million of net proceeds from the New Notes Placement were used to redeem at maturity on March 15, 2020 $11.7 million of the aggregate principal amount of the 2020 Notes that remained outstanding. During the year ended December 31, 2020, the Company repurchased $12.5 million aggregate principal amount of 2025 Notes at a $2.6 million discount, resulting in a gain on extinguishment of debt of $1.1 million. All such repurchases were made during first and second quarter of 2020. During the year ended December 31, 2021, the Company repurchased $11.4 million aggregate principal amount of 2025 Notes at a $1.6 million premium, resulting in a loss on extinguishment of debt of $2.9 million. Following these repurchases, $51.0 million aggregate principal amount of the 2025 Notes remains outstanding at March 31, 2022. The 2025 Notes represent senior unsecured obligations of the Company and pay interest semi-annually in arrears on each April 15th and October 15th, commencing on April 15, 2020, at a rate of 3.875% per annum. The 2025 Notes mature on April 15, 2025 and may not be redeemed by the Company prior to the maturity date. The conversion rate for the 2025 Notes was initially 12.7910 shares of the Company’s common stock per $1,000 of principal of the 2025 Notes (equivalent to an initial conversion price of $78.18 per share of the Company’s common stock). The initial conversion price of the 2025 Notes represented a premium of 20% to the $65.15 closing sale price of the Company’s common stock on the NYSE American on January 29, 2020. If the Company’s Board increases the quarterly dividend above the $0.13 per share in place at issuance, the conversion rate is adjusted with each such increase in the quarterly dividend amount. After the first quarter 2022 dividend, the conversion rate is equal to 19.7377 shares of common stock for each $1,000 principal amount of 2025 Notes, which represents an adjusted conversion price of $50.66 per share of common stock. At the maturity date, the 2025 Notes are convertible into cash, common stock or a combination thereof, subject to various conditions, at the Company’s option. Should certain corporate transactions or events occur prior to the stated maturity date, the Company will increase the conversion rate for a holder that elects to convert its 2025 Notes in connection with such corporate transaction or event. The conversion rate is subject to adjustment in certain circumstances. Holders may not surrender their 2025 Notes for conversion prior to January 15, 2025 except upon the occurrence of certain conditions relating to the closing sale price of the Company’s common stock, the trading price per $1,000 principal amount of 2025 Notes, or specified corporate events including a change in control of the Company. The Company may not redeem the 2025 Notes prior to the stated maturity date and no sinking fund is provided for the 2025 Notes. The 2025 Notes are convertible, at the election of the Company, into solely cash, solely shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. The Company intends to settle the 2025 Notes in cash upon conversion, with any excess conversion value to be settled in shares of our common stock. At time of issuance, in accordance with U.S. GAAP, the 2025 Notes were accounted for as a liability with a separate equity component recorded for the conversion option. The equity component was eliminated on January 1, 2022 with the 2025 Notes Adjustment. As of March 31, 2022, the unamortized debt discount of our 2025 Notes was $0.5 million, which represents the cash component of the discount. Long-term debt consisted of the following (in thousands): March 31, 2022 December 31, 2021 Total Due Within One Year Total Due Within One Year Credit Facility $ 66,000 $ — $ 67,000 $ — 2026 Term Loan 65,000 — 65,000 — 2027 Term Loan 100,000 — 100,000 — 3.875% Convertible Senior Notes, net of Discount 50,551 — 47,469 — Mortgage Note Payable 17,800 — — Financing Costs, net of Accumulated Amortization (1,272) — (1,196) — Total Long-Term Debt $ 298,079 $ — $ 278,273 $ — Payments applicable to reduction of principal amounts as of March 31, 2022 will be required as follows (in thousands): As of March 31, 2022 Amount Remainder of 2022 $ — 2023 66,000 2024 — 2025 51,034 2026 82,800 2027 100,000 2028 and Thereafter — Total Long-Term Debt - Face Value $ 299,834 The carrying value of long-term debt as of March 31, 2022 consisted of the following (in thousands): Total Current Face Amount $ 299,834 Unamortized Discount on Convertible Debt (483) Financing Costs, net of Accumulated Amortization (1,272) Total Long-Term Debt $ 298,079 In addition to the $1.3 million of financing costs, net of accumulated amortization included in the table above, as of March 31, 2022, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $0.4 million which is included in other assets on the consolidated balance sheets. These costs are amortized on a straight-line basis over the term of the Credit Facility and are included in interest expense in the Company’s accompanying consolidated statements of operations. The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 March 31, 2021 Interest Expense $ 1,668 $ 1,969 Amortization of Deferred Financing Costs 165 165 Amortization of Discount on Convertible Notes 69 310 Total Interest Expense $ 1,902 $ 2,444 Total Interest Paid $ 1,087 $ 1,395 The Company was in compliance with all of its debt covenants as of March 31, 2022 and December 31, 2021. |