Quarterly report pursuant to Section 13 or 15(d)

Loans Payable

v3.19.2
Loans Payable
6 Months Ended
Jun. 30, 2019
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
 
June 30,
2019
 
December 31, 2018
 Harbor Pointe (1)
 
$
11,024

 
5.85
%
 
December 2018
 
$

 
$
460

 Perimeter Square (1)
 
Interest only

 
6.50
%
 
June 2019
 
6,250

 
6,250

 Perimeter Square construction loan (1)
 
Interest only

 
6.50
%
 
June 2019
 
247

 
247

 Revere Term Loan
 
$
109,658

 
10.00
%
 
April 2019
 

 
1,059

 Senior convertible notes
 
$
234,199

 
9.00
%
 
June 2019
 

 
1,369

 DF I-Moyock
 
$
10,665

 
5.00
%
 
July 2019
 
11

 
73

 Rivergate
 
$
150,001

 
Libor + 295 basis points

 
December 2019
 
21,831

 
22,117

 KeyBank Line of Credit (6)
 
$
250,000

 
Libor + 250 basis points

 
Various (6)
 
34,291

 
52,102

 Folly Road
 
$
32,827

 
4.00
%
 
March 2020
 
5,998

 
6,073

 Columbia Fire Station
 
$
25,452

 
4.00
%
 
May 2020
 
4,120

 
4,189

 Shoppes at TJ Maxx
 
$
33,880

 
3.88
%
 
May 2020
 
5,443

 
5,539

 First National Bank Line of Credit
 
$
24,656

 
Libor + 300 basis points

 
September 2020
 
1,325

 
2,938

 Lumber River
 
$
10,723

 
Libor + 350 basis points

 
October 2020
 
1,427

 
1,448

 JANAF Bravo
 
$
36,935

 
4.65
%
 
January 2021
 
6,442

 
6,500

 Walnut Hill Plaza
 
$
26,850

 
5.50
%
 
September 2022
 
3,814

 
3,868

 Twin City Commons
 
$
17,827

 
4.86
%
 
January 2023
 
3,016

 
3,048

 New Market
 
$
48,747

 
5.65
%
 
June 2023
 
6,811

 
6,907

 Benefit Street Note (3)
 
$
53,185

 
5.71
%
 
June 2023
 
7,466

 
7,567

 Deutsche Bank Note (2)
 
$
33,340

 
5.71
%
 
July 2023
 
5,678

 
5,713

 JANAF
 
$
333,159

 
4.49
%
 
July 2023
 
51,432

 
52,253

 Tampa Festival
 
$
50,797

 
5.56
%
 
September 2023
 
8,153

 
8,227

 Forrest Gallery
 
$
50,973

 
5.40
%
 
September 2023
 
8,455

 
8,529

 Riversedge North
 
$
11,436

 
5.77
%
 
December 2023
 
1,783

 
1,800

 South Carolina Food Lions Note (5)
 
$
68,320

 
5.25
%
 
January 2024
 
11,771

 
11,867

 Cypress Shopping Center
 
$
34,360

 
4.70
%
 
July 2024
 
6,324

 
6,379

 Port Crossing
 
$
34,788

 
4.84
%
 
August 2024
 
6,092

 
6,150

 Freeway Junction
 
$
41,798

 
4.60
%
 
September 2024
 
7,794

 
7,863

 Harrodsburg Marketplace
 
$
19,112

 
4.55
%
 
September 2024
 
3,452

 
3,486

 Graystone Crossing (1)
 
$
20,386

 
4.55
%
 
October 2024
 

 
3,863

 Bryan Station
 
$
23,489

 
4.52
%
 
November 2024
 
4,433

 
4,472

 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 (4)
 
 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
 
5,011

 
5,065

 Chesapeake Square
 
$
23,857

 
4.70
%
 
August 2026
 
4,395

 
4,434

 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 Village
 
Interest only

 
4.93
%
 
January 2027
 
8,516

 
8,516

 Village of Martinsville
 
$
89,664

 
4.28
%
 
July 2029
 
16,500

 

Total Principal Balance (1)
 
 
 
 
 
 
 
357,522

 
369,612

Unamortized debt issuance cost (1)
 
 
 
 
 
 
 
(4,467
)
 
(5,144
)
Total Loans Payable, including Assets Held for Sale
 
 
 
 
 
 
 
353,055

 
364,468

Less loans payable on assets held for sale, net loan amortization costs
 
 
 
 
6,497

 
4,278

Total Loans Payable, net
 
 
 
 
 
 
 
$
346,558

 
$
360,190

(1) Includes loans payable on assets held for sale, see Note 3.
(2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown.
(3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park.
(4) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.
(5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square.
(6) Collateralized by Darien Shopping Center, Devine Street, Laburnum Square, Lake Murray, Litchfield Market Village, Moncks Corner, Shoppes at Myrtle Park, South Lake and St. Matthews. The various maturity dates are disclosed below within Note 6 under the KeyBank Credit Agreement.
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 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).

At December 31, 2018, a $3.83 million over advance (the “Overadvance”) on the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) existed as a result of the 2018 refinancing of six assets off the KeyBank Line of Credit. The Company was to repay the Overadvance of $3.83 million by February 28, 2019 or otherwise properly balance the Borrowing Base Availability.

On March 11, 2019, KeyBank extended the time which the Company is to repay the Overadvance to March 31, 2019 or otherwise properly balance the Borrowing Base Availability.

On March 19, 2019, the Company made a $850 thousand principal payment.

On April 25, 2019, the Company entered into a First Amendment to the Amended and Restated Credit Agreement (the "First Amendment"). In conjunction with the First Amendment, the Company made a $1.00 million principal payment on the KeyBank Line of Credit and began making monthly principal payments of $250 thousand on May 1, 2019. The First Amendment, among other provisions, waived the Overadvance (as defined in the Amended and Restated Credit Agreement) and replaced the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) with an interest coverage ratio. Additionally, the KeyBank Line of Credit shall be reduced to $27.00 million by July 31, 2019, $7.50 million by September 30, 2019 and the interest rate increases to Libor plus 350 basis points on August 31, 2019 if the outstanding balance is not below $11.00 million.

On June 28, 2019, the Company refinanced the Village of Martinsville collateralized portion of the Amended and Restated Credit Agreement resulting in a paydown of $15.46 million.

As of June 30, 2019, $34.29 million is borrowed on the KeyBank Line of Credit pursuant to the Amended and Restated Credit Agreement, which is collateralized by 9 properties. At June 30, 2019, the outstanding borrowings are accruing interest at 4.90%. The Amended and Restated Credit Agreement contains certain financial covenants that the Company must meet, including minimum leverage, fixed charge coverage, interest 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 June 30, 2019. 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 June 30, 2019, the Company has not received any notice of default under the Amended and Restated Credit Agreement.

Revere Term Loan

On January 29, 2019, the Company entered into a Sixth Amendment to Loan Documents to the Revere Term Loan (the “Revere Sixth Amendment”). The Revere Sixth Amendment extended the maturity date to April 1, 2019 from February 1, 2019 and creates an additional “Exit Fee” of $20 thousand.

As of March 31, 2019, the Revere Term Loan has been paid in full using proceeds from the following:
$323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019;
$30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019;
$300 thousand in monthly scheduled principal payments; and,
$406 thousand, the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows.




First National Bank Line of Credit

On January 11, 2019, the Company paid $1.51 million on the First National Bank Line of Credit, the portion collateralized by Jenks Plaza, as detailed in Note 3.

Perimeter Square Refinance and Construction Loan

On January 15, 2019, the Company renewed the promissory notes for $6.25 million and $247 thousand at Perimeter Square. The loans were extended to March 2019 with interest only payments beginning February 15, 2019. The loans bear interest at 6.50%. In April 2019, the Company extended the $6.50 million in Perimeter Square loans to June 5, 2019.

The loans were paid in full through the sale of the property subsequent to June 30, 2019, see Note 12.

Harbor Pointe

On February 7, 2019, the principal balance on the Harbor Pointe loan was paid in full with the sale of a 1.28 acre parcel located at the property, as detailed in Note 3.

Graystone Crossing

On March 18, 2019, the principal balance on the Graystone Crossing loan was paid in full with the sale of the property, as detailed in Note 3.

Senior Convertible Notes

On June 10, 2019, through scheduled principal and interest payments the senior convertible notes were paid in full.

Village of Martinsville Refinance

On June 28, 2019, the Company executed a promissory note for $16.50 million for the refinancing of Village of Martinsville at a rate of 4.28%. The loan matures on July 6, 2029 with monthly principal and interest payments of $89,664.

Loan Covenants

Certain of the Company’s loans payable have covenants with which the Company is required to comply. As of June 30, 2019, 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 June 30, 2019, including assets held for sale, are as follows (in thousands, unaudited):
For the remaining six months ended December 31, 2019
$
64,997

December 31, 2020
22,508

December 31, 2021
10,944

December 31, 2022
8,482

December 31, 2023
85,326

December 31, 2024
43,980

Thereafter
121,285

    Total principal repayments and debt maturities
$
357,522

 

The Company has considered our short-term (one year or less) liquidity needs and the adequacy of its estimated cash flows from operating activities and other expected financing sources to meet these needs. In particular, the Company has considered our scheduled debt maturities for the twelve months ending June 30, 2020 of $78.19 million, including $34.29 million on the KeyBank Line of Credit which is collateralized by nine properties within the portfolio. The Company plans to pay this obligation through a combination of refinancings, dispositions and operating cash. On August 1, 2019, the KeyBank Line of Credit was reduced by $7.55 million with the proceeds from the refinance of Laburnum Square. The KeyBank Line of Credit may be extended at the Company’s option for an additional one-year period to December 2020, subject to certain customary conditions. The $6.50 million in Perimeter Square loans were paid upon sale of the center, see subsequent events Note 12. All loans due to mature are collateralized by properties within the portfolio. Additionally, the Company expects to meet the short-term liquidity requirements, through a combination of the following:

suspension of Series A Preferred, Series B Preferred and Series D Preferred dividends;
available cash and cash equivalents;
cash flows from operating activities;
refinancing of maturing debt;
possible sale of six undeveloped land parcels; and
sale of additional properties, if necessary.

Management is currently working with lenders to refinance certain properties off of the KeyBank Line of Credit in an effort to reduce the balance prior to maturity. 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.