Debt and Financial Instruments | (7) Debt and Financial Instruments Debt: Management routinely monitors and analyzes the Trust’s capital structure in an effort to maintain the targeted balance among capital resources including the level of borrowings pursuant to our $250 million revolving credit facility, the level of borrowings pursuant to non-recourse mortgage debt secured by the real property of our properties and our level of equity including consideration of additional equity issuances pursuant to our ATM equity issuance program. This ongoing analysis considers factors such as the current debt market and interest rate environment, the current/projected occupancy and financial performance of our properties, the current loan-to-value ratio of our properties, the Trust’s current stock price, the capital resources required for anticipated acquisitions and the expected capital to be generated by anticipated divestitures. This analysis, together with consideration of the Trust’s current balance of revolving credit facility borrowings, non-recourse mortgage borrowings and equity, assists management in deciding which capital resource to utilize when events such as refinancing of specific debt components occur or additional funds are required to finance the Trust’s growth. On March 27, 2015, we entered into a $185 million revolving credit agreement (“Credit Agreement”) which was amended on May 24, 2016 to, among other things, increase the borrowing capacity to $250 million. The amended Credit Agreement, which is scheduled to mature in March, 2019, includes a $40 million sub limit for letters of credit and a $20 million sub limit for swingline/short-term loans. The Credit Agreement also provides a one-time option to extend the maturity date for an additional one year period, and an option to increase the total facility borrowing capacity up to an additional $50 million, subject to lender agreement. Borrowings under the Credit Agreement are guaranteed by certain subsidiaries of the Trust. In addition, borrowings under the Credit Agreement are secured by first priority security interests in and liens on all equity interests in the Trust’s wholly-owned subsidiaries. Borrowings made pursuant to the Credit Agreement will bear interest, at our option, at one, two, three, or six month LIBOR plus an applicable margin ranging from 1.50% to 2.00% or at the Base Rate plus an applicable margin ranging from 0.50% to 1.00%. The Credit Agreement defines “Base Rate” as the greatest of: (a) the administrative agent’s prime rate; (b) the federal funds effective rate plus 1/2 of 1%, and; (c) one month LIBOR plus 1%. A commitment fee of 0.20% to 0.40% (depending on our total leverage ratio) will be charged on the average unused portion of the revolving credit commitments. The margins over LIBOR, Base Rate and the commitment fee are based upon our ratio of debt to total capital. At March 31, 2017, the applicable margin over the LIBOR rate was 1.625%, the margin over the Base Rate was 0.625%, and the commitment fee was 0.25%. At March 31, 2017, we had $169.9 million of outstanding borrowings and $2.7 million of letters of credit outstanding under our Credit Agreement. We had $77.4 million of available borrowing capacity, net of the outstanding borrowings and letters of credit outstanding as of March 31, 2017. There are no compensating balance requirements. The Credit Agreement contains customary affirmative and negative covenants, including limitations on certain indebtedness, liens, acquisitions and other investments, fundamental changes, asset dispositions and dividends and other distributions. The Credit Agreement also contains restrictive covenants regarding the Trust’s ratio of total debt to total assets, the fixed charge coverage ratio, the ratio of total secured debt to total asset value, the ratio of total unsecured debt to total unencumbered asset value, and minimum tangible net worth, as well as customary events of default, the occurrence of which may trigger an acceleration of amounts outstanding under the Credit Agreement. We are in compliance with all of the covenants at March 31, 2017. We also believe that we would remain in compliance if the full amount of our commitment was borrowed. The following table includes a summary of the required compliance ratios, giving effect to the covenants contained in the Credit Agreement (dollar amounts in thousands): Covenant March 31, 2017 Tangible net worth $ 125,000 $ 191,372 Total leverage < 60% 44.3 % Secured leverage < 30% 16.1 % Unencumbered leverage < 60% 40.3 % Fixed charge coverage > 1.50x 3.6x As indicated on the following table, we have fourteen mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of March 31, 2017, with a combined outstanding balance of $103.0 million, excluding net debt premium of $368,000 and net financing fees of $353,000 (amounts in thousands): Facility Name Outstanding Balance (in Interest Rate Maturity Date Peace Health fixed rate mortgage loan (c.) $ 20,180 5.64 % April, 2017 Medical Center of Western Connecticut fixed rate mortgage loan (d.) 4,500 6.00 % June, 2017 Auburn Medical II floating rate mortgage loan (e.) 6,668 3.53 % July, 2017 Summerlin Hospital Medical Office Building II fixed rate mortgage loan (b.) 11,007 5.50 % October, 2017 Phoenix Children’s East Valley Care Center fixed rate mortgage loan (b.) 6,164 5.88 % December, 2017 Centennial Hills Medical Office Building floating rate mortgage loan (b.) 9,968 4.06 % January, 2018 Sparks Medical Building/Vista Medical Terrace floating rate mortgage loan (b.) 4,202 4.06 % February, 2018 Rosenberg Children’s Medical Plaza fixed rate mortgage loan 8,103 4.85 % May, 2018 Vibra Hospital-Corpus Christi fixed rate mortgage loan 2,699 6.50 % July, 2019 700 Shadow Lane and Goldring MOBs fixed rate mortgage loan 6,201 4.54 % June, 2022 BRB Medical Office Building fixed rate mortgage loan 6,269 4.27 % December, 2022 Desert Valley Medical Center fixed rate mortgage loan 5,047 3.62 % January, 2023 2704 North Tenaya Way fixed rate mortgage loan 7,105 4.95 % November, 2023 Tuscan Professional Building fixed rate mortgage loan 4,876 5.56 % June, 2025 Total, excluding net debt premium and net financing fees 102,989 Less net financing fees (353 ) Plus net debt premium 368 Total mortgages notes payable, non-recourse to us, net $ 103,004 (a.) All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity. (b.) This loan is scheduled to mature within the next twelve months, at which time we will decide whether to refinance pursuant to a new mortgage loan or repaid utilizing borrowings under our Credit Agreement. (c.) During April, 2017, upon its maturity, this $20.2 million fixed rate mortgage loan on the Peace Health Medical Clinic was repaid utilizing borrowings under our Credit Agreement. (d.) Upon its June, 2017 maturity date, we intend to repay this loan utilizing borrowings under our Credit Agreement. (e.) The maturity date on this loan has been extended to July, 2017, at which time we intend to repay the loan utilizing borrowings under our Credit Agreement. On March 31, 2017, upon its maturity, the $10.3 million floating rate mortgage loan on Summerlin Hospital Medical Office Building III was fully repaid. In April, 2017, we refinanced this property with a $13.2 million, 4.03% fixed rate mortgage, which is non-recourse to us, which matures in April, 2024. The mortgages are secured by the real property of the buildings as well as property leases and rents. The mortgages have a combined fair value of approximately $105 million as of March 31, 2017. Changes in market rates on our fixed rate debt impacts the fair value of debt, but it has no impact on interest incurred or cash flow. At December 31, 2016, we had fifteen mortgages, all of which were non-recourse to us, included in our consolidated balance sheet. The combined outstanding balance of these fifteen mortgages was $114.2 million (excluding net debt premium of $436,000 and net financing fees of $381,000), and had a combined fair value of approximately $115.7 million. Financial Instruments: During the third quarter of 2013, we entered into an interest rate cap on a total notional amount of $10 million whereby we paid a premium of $136,000. During the first quarter of 2014, we entered into two additional interest rate cap agreements on a total notional amount of $20 million whereby we paid premiums of $134,500. In exchange for the premium payments, the counterparties agreed to pay us the difference between 1.50% and one-month LIBOR if one-month LIBOR rises above 1.50% during the term of the cap. From inception through the January, 2017 expiration, no payments were made to us by the counterparties pursuant to the terms of these caps. During the second quarter of 2016, we entered into an interest rate cap on the total notional amount of $30 million whereby we paid a premium of $115,000. In exchange for the premium payment, the counterparties agreed to pay us the difference between 1.50% and one-month LIBOR if one-month LIBOR rises above 1.50% during the term of the cap. This interest rate cap became effective in January, 2017, coinciding with the expiration of the above-mentioned interest rate caps and expires in March, 2019. During the third quarter of 2016, we entered into an additional interest rate cap agreement on a total notional amount of $30 million whereby we paid a premium of $55,000. In exchange for the premium payment, the counterparties agreed to pay us the difference between 1.5% and one-month LIBOR if one-month LIBOR rises above 1.5% during the term of the cap. This interest rate cap became effective in October, 2016 and expires in March, 2019. |