Quarterly report pursuant to Section 13 or 15(d)

Loans Payable

v3.10.0.1
Loans Payable
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Loans Payable
Loans Payable

The Company’s loans payable consist of the following (in thousands except monthly payment):
Property/Description
 
Monthly Payment
 
Interest
Rate
 
Maturity
 
September 30, 2018
 
December 31, 2017
 First National Bank Line of Credit
 
$
24,656

 
Libor + 350 basis points

 
October 2018
 
$
2,969

 
$
3,000

 Lumber River
 
$
10,723

 
Libor + 350 basis points

 
October 2018
 
1,459

 
1,500

 Revere Loan
 
$
100,000

 
9.00
%
 
November 2018
 
1,758

 
6,808

 Senior convertible notes
 
Interest only

 
9.00
%
 
December 2018
 
1,369

 
1,369

 Harbor Point (1)
 
$
11,024

 
5.85
%
 
December 2018
 
477

 
553

 Perimeter Square (1)
 
Interest only

 
5.50
%
 
December 2018
 
6,250

 
5,382

 Riversedge North
 
$
8,802

 
6.00
%
 
January 2019
 
822

 
863

 KeyBank Line of Credit
 
Interest only

 
Libor + 250 basis points

 
February 2019
 
3,830

 
15,532

 Monarch Bank Building (1)
 
$
7,340

 
4.85
%
 
June 2019
 
1,246

 
1,266

 DF I-Moyock (1)
 
$
10,665

 
5.00
%
 
July 2019
 
104

 
194

 Rivergate
 
$
141,547

 
Libor + 295 basis points

 
December 2019
 
22,260

 
22,689

 KeyBank Line of Credit
 
Interest only

 
Libor + 250 basis points

 
December 2019
 
48,272

 
52,500

 LaGrange Marketplace
 
$
15,065

 
Libor + 375 basis points

 
March 2020
 

 
2,317

 Folly Road
 
$
32,827

 
4.00
%
 
March 2020
 
6,109

 
6,181

 Columbia Fire Station construction loan
 
Interest only

 
4.00
%
 
May 2020
 
4,200

 
3,421

 Shoppes at TJ Maxx
 
$
33,880

 
3.88
%
 
May 2020
 
5,587

 
5,727

 JANAF Bravo
 
Interest only

 
4.65
%
 
January 2021
 
6,500

 

 Walnut Hill Plaza
 
Interest only

 
5.50
%
 
September 2022
 
3,903

 
3,903

 Twin City Commons
 
$
17,827

 
4.86
%
 
January 2023
 
3,064

 
3,111

 Shoppes at Eagle Harbor (1)
 
$
26,528

 
5.10
%
 
March 2023
 

 
3,341

 New Market
 
$
48,747

 
5.65
%
 
June 2023
 
6,955

 

 Benefit Street Note (3)
 
$
53,185

 
5.71
%
 
June 2023
 
7,600

 

 Deutsche Bank Note (2)
 
$
33,340

 
5.71
%
 
July 2023
 
5,730

 

 JANAF
 
$
333,159

 
4.49
%
 
July 2023
 
52,656

 

 Tampa Festival
 
$
50,797

 
5.56
%
 
September 2023
 
8,263

 
8,368

 Forrest Gallery
 
$
50,973

 
5.40
%
 
September 2023
 
8,565

 
8,669

 South Carolina Food Lions Note
 
$
68,320

 
5.25
%
 
January 2024
 
11,915

 
12,050

 Cypress Shopping Center
 
$
34,360

 
4.70
%
 
July 2024
 
6,406

 
6,485

 Port Crossing
 
$
34,788

 
4.84
%
 
August 2024
 
6,179

 
6,263

 Freeway Junction
 
$
41,798

 
4.60
%
 
September 2024
 
7,896

 
7,994

 Harrodsburg Marketplace
 
$
19,112

 
4.55
%
 
September 2024
 
3,503

 
3,553

 Graystone Crossing (1)
 
$
20,386

 
4.55
%
 
October 2024
 
3,880

 
3,928

 Bryan Station
 
$
23,489

 
4.52
%
 
November 2024
 
4,491

 
4,547

 Crockett Square
 
Interest only

 
4.47
%
 
December 2024
 
6,338

 
6,338

 Pierpont Centre
 
 Interest only

 
4.15
%
 
February 2025
 
8,113

 
8,113

 Alex City Marketplace
 
 Interest only

 
3.95
%
 
April 2025
 
5,750

 
5,750

 Butler Square
 
 Interest only

 
3.90
%
 
May 2025
 
5,640

 
5,640

 Brook Run Shopping Center
 
 Interest only

 
4.08
%
 
June 2025
 
10,950

 
10,950

 Beaver Ruin Village I and II
 
 Interest only

 
4.73
%
 
July 2025
 
9,400

 
9,400

 Sunshine Shopping Plaza
 
 Interest only

 
4.57
%
 
August 2025
 
5,900

 
5,900

 Barnett Portfolio
 
 Interest only

 
4.30
%
 
September 2025
 
8,770

 
8,770

 Fort Howard Shopping Center
 
 Interest only

 
4.57
%
 
October 2025
 
7,100

 
7,100

 Conyers Crossing
 
 Interest only

 
4.67
%
 
October 2025
 
5,960

 
5,960

 Grove Park Shopping Center
 
 Interest only

 
4.52
%
 
October 2025
 
3,800

 
3,800

 Parkway Plaza
 
 Interest only

 
4.57
%
 
October 2025
 
3,500

 
3,500

 Winslow Plaza
 
Interest only

 
4.82
%
 
December 2025
 
4,620

 
4,620

 JANAF BJ's
 
$
29,964

 
4.95
%
 
January 2026
 
5,091

 

 Chesapeake Square
 
$
23,857

 
4.70
%
 
August 2026
 
4,454

 
4,507

 Berkley/Sangaree/Tri-County
 
Interest only

 
4.78
%
 
December 2026
 
9,400

 
9,400

 Riverbridge
 
Interest only

 
4.48
%
 
December 2026
 
4,000

 
4,000

 Franklin
 
Interest only

 
4.93
%
 
January 2027
 
8,516

 
8,516

Total Principal Balance (1)
 
 
 
 
 
 
 
371,520

 
313,778

Unamortized debt issuance cost (1)
 
 
 
 
 
 
 
(5,570
)
 
(5,656
)
Total Loans Payable, including Assets Held for Sale
 
 
 
 
 
 
 
365,950

 
308,122

Less loans payable on assets held for sale, net loan amortization costs
 
 
 
 
11,857

 
747

Total Loans Payable, net
 
 
 
 
 
 
 
$
354,093

 
$
307,375


(1) Includes loans payable on assets held for sale, see Note 3.
(2) This loan is collateralized by LaGrange Marketplace, Ridgeland and Georgetown.
(3) This loan is collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park.

KeyBank Credit Agreement

On December 21, 2017, the Company entered into an Amended and Restated Credit Agreement to the KeyBank Credit Agreement (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement provides for an increase in borrowing capacity from $50.00 million to $52.50 million and also increases the accordion feature by $50.00 million to $150.00 million. Additionally, the Amended and Restated Credit Agreement provides for an extension of the requirement to reduce the outstanding borrowings under the facility from $68.03 million to $52.50 million by July 1, 2018. The revolving facility will mature on December 21, 2019, but may be extended at the Company’s option for an additional one year period, subject to certain customary conditions. The interest rate remains the same at Libor plus 250 basis points based on the Company’s Consolidated Leverage Ratio (as defined in the Amended and Restated Credit Agreement). The unutilized amounts available to the Company under the Amended and Restated Credit Agreement accrue fees which are paid at a rate of 0.25%.
    
On March 2, 2018, KeyBank reduced the liquidity requirement from $5.00 million to $3.50 million through March 31, 2018. The liquidity requirement reverts back to $5.00 million subsequent to March 31, 2018 until such time as the Total Commitment (as defined in the Amended and Restated Credit Agreement) has been reduced to $52.50 million and $3.50 million at all times thereafter.

The Company refinanced the New Market, Ridgeland and Georgetown collateralized portions of the Amended and Restated Credit Agreement resulting in a paydown of $9.13 million.

On August 7, 2018, the Company and KeyBank agreed to modify the existing Amended and Restated Credit Agreement effective July 1, 2018 which provided for an extension to August 23, 2018 by which the outstanding borrowings were to be reduced to $52.50 million, in addition to modifying certain covenants. The Company and KeyBank anticipated that an over advance (the “Overadvance”) on the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) would exist and agreed that the Company should have a period through October 31, 2018 to repay such Overadvance or otherwise properly balance the Borrowing Base Availability. 

In September 2018, the Company refinanced the Ladson Crossing, Lake Greenwood and South Park collateralized portion of the Amended and Restated Credit Agreement resulting in a paydown of $6.80 million and a $3.83 million Overadvance on the Borrowing Base Availability.

On October 15, 2018, KeyBank extended the time which the Company is to repay the Overadvance of $3.83 million to February 28, 2019 or otherwise properly balance the Borrowing Base Availability.

As of September 30, 2018, the Company has borrowed $52.10 million under the Amended and Restated Credit Agreement, which is collateralized by 10 properties. At September 30, 2018, the outstanding borrowings are accruing interest at 4.74%. The Amended and Restated Credit Agreement contains certain financial covenants that the Company must meet, including minimum leverage, fixed charge coverage and debt service coverage ratios as well as a minimum tangible net worth requirement. The Company was in compliance with the financial covenants as of September 30, 2018. The Amended and Restated Credit Agreement also contains certain events of default, and if they occur, may cause KeyBank to terminate the Amended and Restated Credit Agreement and declare amounts owed to become immediately due and payable. As of September 30, 2018, the Company has not incurred an event of default under the Amended and Restated Credit Agreement.

First National Bank Line of Credit Renewal

On January 10, 2018, the Company extended the $3.00 million First National Bank line of credit ("First National Bank Line of Credit") to June 15, 2018 with interest only payments due monthly at a rate of Libor + 3.00% with a floor of 4.25%.

On June 15, 2018 the Company extended the $3.00 million First National Bank Line of Credit to October 10, 2018 with principal and interest payments due monthly at a rate of Libor + 3.50%.

JANAF

On January 18, 2018, the Company executed a promissory note for $53.71 million for the purchase of JANAF at a rate of 4.49%. The loan matures in July 2023 with monthly principal and interest payments of $333,159.
JANAF - BJ's

On January 18, 2018, the Company executed a promissory note for $5.16 million for the purchase of JANAF at a rate of 4.95%. The loan matures in January 2026 with monthly principal and interest payments of $29,964.

JANAF - Bravo

On January 18, 2018, the Company executed a promissory note for $6.50 million for the purchase of JANAF at a rate of 4.65%. The loan matures in January 2021 with interest due monthly.

Shoppes at Eagle Harbor Renewal and Payoff

On March 11, 2018, the Company renewed the promissory note for $3.32 million on Shoppes at Eagle Harbor for five years. The loan matures in March 2023 with monthly principal and interest payments of $26,528. The loan bears interest at 5.10%.

On September 27, 2018, the Company paid down the remaining balance on the Shoppes at Eagle Harbor promissory note in conjunction with the sale of Shoppes at Eagle Harbor, as detailed in Note 3.

Revere Loan Extension and Second Amendment
    
On May 3, 2018, the Company extended the $6.81 million Revere Loan to May 15, 2018.

On May 14, 2018, the Company entered into a Second Amendment to Loan Documents to the Revere Loan (the "Revere Second Amendment"). The Revere Second Amendment extends the maturity from May 15, 2018 to November 1, 2018 with monthly principal payments of $200 thousand, until the balance of the Revere Loan is less than $3.50 million, at which time the monthly principal payments are reduced to $100 thousand. The Revere Second Amendment increased the interest rate from 8.00% to 9.00% and increased the “Exit Fee” from $360 thousand to $500 thousand. If the balance of the Revere Loan was not less than $3.50 million by July 15, 2018, then the interest rate would increase to 10%. As of July 15, 2018, the Company was in compliance with this loan balance stipulation. The Company paid $500 thousand on the Revere Loan in conjunction with the Second Amendment.

On June 19, 2018, the Company paid down $2.60 million on the Revere Loan in conjunction with the sale of the undeveloped land parcel at Laskin Road, as detailed in Note 3, and made a $150,000 principal payment on June 28, 2018 as part of the Deutsche Bank refinance, as discussed below.

On September 27, 2018, the Company paid down $1.30 million on the Revere Loan in conjunction with the sale of Shoppes at Eagle Harbor, as detailed in Note 3 and per Third Amendment to the Loan Documents to the Revere Loan the Company paid a $75 thousand release fee.

As of September 30, 2018, the balance of the Revere Loan was $1.76 million with future monthly principal payments of $100 thousand at a rate at 9.00%.

New Market Refinance

On May 23, 2018, the Company executed a promissory note for $7.00 million for the refinancing of New Market at a rate of 5.65%. The loan matures in June 2023 with monthly principal and interest payments of $48,747.

Lumber River Renewal

On June 15, 2018, the Company extended the $1.48 million promissory note on Lumber River to October 10, 2018 with monthly principal and interest payments of $10,723 at a rate of Libor + 3.50%.




Deutsche Bank

On June 28, 2018, the Company executed a loan agreement for $5.74 million on Georgetown, Ridgeland and LaGrange Marketplace at a rate of 5.71%. The loan matures in July 2023 with monthly principal and interest payments of $33,340.

Benefit Street Refinance

On September 7, 2018, the Company executed a promissory note for $7.60 million for the refinancing of Ladson Crossing, Lake Greenwood Crossing and South Park at a rate of 5.71%. The loan matures in June 2023 with monthly principal and interest payments of $53,185.

Loan Covenants

Certain of the Company’s loans payable have covenants with which the Company is required to comply. As of September 30, 2018, the Company believes it is in compliance with covenants and is not considered in default on any loans.

Debt Maturity

The Company’s scheduled principal repayments on indebtedness as of September 30, 2018, including assets held for sale, are as follows (in thousands, unaudited):
For the remaining three months ended December 31, 2018
$
15,423

December 31, 2019
80,509

December 31, 2020
19,551

December 31, 2021
10,591

December 31, 2022
8,113

December 31, 2023
83,333

Thereafter
154,000

    Total principal repayments and debt maturities
$
371,520

 

The Company has considered our short-term (one year or less) liquidity needs and the adequacy of our estimated cash flows from operating activities and other expected financing sources to meet these needs. In particular, we have considered our scheduled debt maturities and principal payments for the three months ended December 31, 2018 of $15.42 million and $80.51 million for the year ended December 31, 2019. All loans due to mature are collateralized by properties within our portfolio. Additionally, the Company expects to meet the short-term liquidity requirements, through a combination of the following:

available cash and cash equivalents;
cash flows from operating activities;
refinancing of maturing debt; and
intended sale of six undeveloped land parcels, Graystone, Jenks Plaza, Perimeter Square, and additional properties, if necessary.

Management is currently working with lenders to refinance the loans noted above. The loans are expected to have customary interest rates similar to current loans. They are subject to formal lender commitment, definitive documentation and customary conditions.