Annual report pursuant to Section 13 and 15(d)

Loans Payable

v3.20.4
Loans Payable
12 Months Ended
Dec. 31, 2020
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 December 31,
2020
December 31,
2019
 KeyBank Credit Agreement (6)
$ 350,000  LIBOR + 350 basis points December 2020 $ —  $ 17,879 
 Columbia Fire Station $ 45,580  14.00  % December 2020 3,893  4,051 
 Tuckernuck $ 33,880  3.88  % February 2021 5,193  5,344 
 First National Bank (7)
$ 24,656  LIBOR + 350 basis points March 2021 1,045  1,214 
 Lumber River $ 10,723  LIBOR + 350 basis points April 2021 1,367  1,404 
 Rivergate $ 104,178  LIBOR + 295 basis points April 2021 21,164  21,545 
 JANAF Bravo $ 36,935  4.65  % April 2021 6,263  6,372 
 Litchfield Market Village $ 46,057  5.50  % November 2022 7,418  7,452 
 Twin City Commons $ 17,827  4.86  % January 2023 2,915  2,983 
 Walnut Hill Plaza $ 26,850  5.50  % March 2023 3,287  3,759 
 Powerscourt Financing Agreement (6)
Interest only 13.50  % March 2023 25,000  — 
 New Market $ 48,747  5.65  % June 2023 6,508  6,713 
 Benefit Street Note (3)
$ 53,185  5.71  % June 2023 7,145  7,361 
 Deutsche Bank Note (2)
$ 33,340  5.71  % July 2023 5,567  5,642 
 JANAF $ 333,159  4.49  % July 2023 48,875  50,599 
 Tampa Festival $ 50,797  5.56  % September 2023 7,920  8,077 
 Forrest Gallery $ 50,973  5.40  % September 2023 8,226  8,381 
 Riversedge North $ 11,436  5.77  % December 2023 —  1,767 
 South Carolina Food Lions Note (5)
$ 68,320  5.25  % January 2024 11,473  11,675 
 Cypress Shopping Center $ 34,360  4.70  % July 2024 6,163  6,268 
 Port Crossing $ 34,788  4.84  % August 2024 5,909  6,032 
 Freeway Junction $ 41,798  4.60  % September 2024 7,582  7,725 
 Harrodsburg Marketplace $ 19,112  4.55  % September 2024 3,343  3,416 
 Bryan Station $ 23,489  4.52  % November 2024 4,312  4,394 
 Crockett Square Interest only 4.47  % December 2024 6,338  6,338 
 Pierpont Centre $ 39,435  4.15  % February 2025 8,001  8,113 
 Shoppes at Myrtle Park $ 33,180  4.45  % February 2025 5,892  — 
 Folly Road $ 41,482  4.65  % March 2025 7,223  5,922 
 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 $ 24,295  4.82  % December 2025 4,553  4,620 
 JANAF BJ's $ 29,964  4.95  % January 2026 4,844  4,957 
 Chesapeake Square $ 23,857  4.70  % August 2026 4,279  4,354 
 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 $ 45,336  4.93  % January 2027 8,404  8,516 
 Village of Martinsville $ 89,664  4.28  % July 2029 15,979  16,351 
 Laburnum Square Interest only 4.28  % September 2029 7,665  7,665 
Total Principal Balance (1)
353,916  347,059 
Unamortized debt issuance cost (1)
(6,812) (4,172)
Total Loans Payable, including assets held for sale 347,104  342,887 
Less loans payable on assets held for sale, net loan amortization costs 12,838  1,974 
Total Loans Payable, net $ 334,266  $ 340,913 
(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, Lake Murray, Moncks Corner and South Lake.
(7) Collateralized by Surrey Plaza and Amscot Building.
KeyBank Credit Agreement

The KeyBank Credit Agreement was paid in full as of December 22, 2020. The KeyBank Credit Agreement had the following activity during the years ended December 31, 2020 and 2019:
Entered into a First Amendment to the KeyBank Credit Agreement (the "First Amendment") on April 25, 2019. The First Amendment, among other provisions, increases the interest rate to LIBOR plus 350 basis points on August 31, 2019 if the outstanding balance is not below $11.00 million;
Began making monthly principal payments of $250 thousand on May 1, 2019 in accordance with the First Amendment;
Entered into the Second Amendment to the KeyBank Credit Agreement (the "Second Amendment") on January 24, 2020, effective December 21, 2019, and the Company began making monthly principal payments of $350 thousand on November 1, 2019. The Second Amendment, among other provisions, requires a pledge of additional collateral of $15.00 million in residual equity interests and staggered maturity dates with an ultimate maturity of June 30, 2020;
Entered into a Third Amendment to the KeyBank Credit Agreement (the "Third Amendment") on July 21, 2020. The Third Amendment, among other provisions, reduces the pledge of additional collateral by two properties and extends the maturity to December 31, 2020;
The KeyBank Credit Agreement had principal paydowns as noted below:
$850 thousand paydown on March 19, 2019;
$1.00 million paydown on May 1, 2019;
$15.46 million paydown from Village of Martinsville refinancing proceeds on June 28, 2019;
$7.55 million paydown from Laburnum Square refinancing proceeds on August 1, 2019;
$7.16 million paydown from Litchfield Market Village refinancing proceeds on November 1, 2019;
$1.78 million paydown from St. Matthews sale proceeds on January 21, 2020;
$5.75 million paydown from Shoppes at Myrtle Park refinancing proceeds on January 23, 2020; and
$2.50 million paydown from cash released to the Company from restricted cash accounts on May 20, 2020;
$1.00 million paydown on November 12, 2020;
$3.00 million final paydown from Powerscourt Financing Agreement proceeds on December 22, 2020.

Powerscourt Financing Agreement
    
On December 22, 2020, the Company entered into a financing agreement (the "Powerscourt Financing Agreement") with Powerscourt Investments XXII, LP, as administrative agent and collateral agent. The Powerscourt Financing Agreement provides for a term loan in the aggregate principal of $25.00 million. The proceeds of the Powerscourt Financing Agreement are intended for the following: (i) to paydown the Company’s indebtedness on the KeyBank Credit Agreement, (ii) to redeem certain shares of the Company’s Series D Preferred, and (iii) to pay fees and expenses in connection with the transactions contemplated by the Powerscourt Financing Agreement. The Powerscourt Financing Agreement is at a rate of 13.50% and matures on March 31, 2023 with quarterly interest only payments beginning on January 15, 2021. In conjunction with the Powerscourt Financing Agreement, the Company issued to Powerscourt XXII, LP a warrant to purchase an aggregate of 496,415 shares of the Company’s Common Stock (see the “Powerscourt Warrant Agreement” below).

Powerscourt Warrant Agreement

Pursuant to Powerscourt Financing Agreement, the Company issued Powerscourt Investments XXII, LP, a warrant (the “Warrant”) to purchase 496,415 shares of Common Stock for $3.12 per share (the “Powerscourt Warrant Agreement”). The Warrant is exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after December 22, 2020 (the “Effective Date”) and before the date that is the 36-month anniversary of the Effective Date. The Powerscourt Warrant Agreement contains terms and features that give rise to derivative liability classification.

The Company utilized the Monte Carlo simulation model to calculate the fair value of these warrants at the date of commitment. Significant observable and unobservable inputs include stock price, conversion price, annual risk free rate, term, likelihood of an event of contractual conversion and expected volatility. The Monte Carlo simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.
The warrants were valued at approximately $594 thousand and the Company recorded a liability included on the consolidated balance sheet.

The fair value at the commitment date for the Company’s warranty liability was based upon the following assumptions as of December 31, 2020:
Exercise price $ 3.12 
Stock price $ 2.75 
Expected term 3.0 years
Expected volatility % 72.00  %
Risk free interest rate 0.17  %

Revere Term Loan Agreement

As of December 31, 2019, the Revere Term Loan was paid in full. The following amendments and payments were made to the Revere Term Loan during the year ended December 31, 2019:
Sixth Amendment executed on January 29, 2019, extended the maturity date to April 1, 2019 from February 1, 2019 and created an additional “Exit Fee” of $20 thousand;
Paid down $323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019;
Paid down $30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019; and
Paid down the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows.

Revere Warrant Agreement

In connection with the Revere Term Loan, the Company and Revere entered into the Revere Warrant Agreement dated as of April 8, 2016, pursuant to which the Company agreed to issue the Warrant to Revere. The terms of the Revere Warrant Agreement provide that solely in the event of an Event of Default (as defined in the Revere Term Loan) under the Revere Term Loan, Revere shall have the right to purchase an aggregate of up to 750,000 shares of the Company’s Common Stock for an exercise price equal to $0.0001 per share. The Warrant was exercisable at any time and from time to time during the period starting on April 8, 2016 and expiring on February 1, 2019 at 11:59 p.m., Virginia Beach, Virginia time, solely in the event of an Event of Default under the Revere Term Loan. The Company did not receive any proceeds from the issuance of the Warrant; rather the Warrant served as collateral for the Revere Term Loan, the proceeds of which were used as partial consideration for the A-C Portfolio. The issuance of the Warrant was exempt from registration pursuant to the exemption provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended based upon the above facts, because Revere was an accredited investor and because the issuance of the Warrant was a private transaction by the Company and did not involve any public offering. The Warrant was treated as embedded equity and separate disclosure is not necessary. The Warrants fully expired in 2019.

First National Bank Loan Paydown and Amendment
    
On January 11, 2019, the Company paid $1.51 million on the First National Bank Loan, the portion collateralized by Jenks Plaza, as detailed in Note 3.

On October 14, 2020, the Company entered into the Second Amendment to extend the $1.13 million First National Bank Loan to March 15, 2021 with monthly principal and interest payments of $25 thousand. The First National Bank Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25%.





Perimeter Square Refinance
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 of Perimeter Square loans to June 5, 2019.

On July 12, 2019, the principal balance on the Perimeter Square loans were paid in full with the sale of the property, as detailed in Note 3.

Harbor Pointe Payoff

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 Payoff

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 $90 thousand.

Laburnum Square Refinance

On August 1, 2019, the Company executed a promissory note for $7.67 million for the refinancing of Laburnum Square at a rate of 4.28%. The loan is interest only through August 2024 with principal and interest payments of $38 thousand beginning in September 2024. The loan matures on September 5, 2029.

Litchfield Market Village Refinance

On November 1, 2019, the Company executed a promissory note for $7.50 million for the refinancing of Litchfield Market Village at a fixed interest rate of 5.50%. The loan matures on November 1, 2022 with monthly principal and interest payments of $46 thousand.

Shoppes at Myrtle Park Refinance

On January 23, 2020, the Company refinanced the Shoppes at Myrtle Park collateralized portion of the KeyBank Credit Agreement for $6.00 million at a fixed interest rate of 4.45%. The loan matures in February 2025 with monthly principal and interest payments of $33 thousand.

Folly Road Refinance

On March 23, 2020, the Company executed a promissory note for $7.35 million for the refinancing of Folly Road at a rate of 4.65%. The loan matures in March 2025 with monthly principal and interest payments of $41 thousand.
Loan Modification Agreements

On September 4, 2020, the Company executed Loan Modification Agreements on three properties whereby the Company was able to use restricted cash to fund debt service for 90 days, representing a total of $488 thousand to be replenished over the subsequent twelve-month period.

Lumber River Extension

On October 14, 2020, the Company entered into the Third Amendment to extend the $1.39 million Lumber River Loan to April 10, 2021 with monthly principal and interest payments of $11 thousand. The Lumber River Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25%.

Walnut Hill Plaza Amendment

On July 15, 2020, the Company entered into the Third Amendment to reduce the Walnut Hill Plaza loan by $443 thousand to $3.30 million using proceeds from restricted cash reserves and received three months of forbearance on principal payments.

On October 16, 2020, the Company entered into the Fourth Amendment to receive forbearance on principal payments through December 29, 2020 and extend the maturity date to March 2023.

Tuckernuck Extension

On November 1, 2020, the Company entered into a Second Amended Forbearance Agreement to extend the Tuckernuck Loan to February 1, 2021 with monthly principal and interest payments of $34 thousand.

Rivergate Extension

On November 19, 2020, the Company entered into an agreement to extend the maturity date from October 20, 2020 to April 20, 2021 with monthly principal payments of $48 thousand plus accrued and unpaid interest.

Riversedge North Payoff

On December 31, 2020, the principal balance on the Riversedge North loan was paid in full with the sale of the property, as detailed in Note 3.

Columbia Fire Station Extension

Effective September 3, 2020, the Company extended the Columbia Fire Station promissory note ("Columbia Fire Station Loan") to December 3, 2020, with the monthly principal payment increasing $20 thousand for a total monthly principal and interest payment of $46 thousand beginning on October 3, 2020.

On December 7, 2020, the Company received a letter demanding payment in full from Pinnacle Bank for all amounts due under Columbia Fire Station Loan and the interest rate increased to 14%, the default rate. On December 29, 2020, Pinnacle Bank filed a suit against the Company, guarantor.

On January 21, 2021, the Company entered into a Forbearance Agreement (the "Forbearance Agreement") with Pinnacle Bank at an interest rate of 14% and made a $500 thousand principal payment. The Forbearance Agreement, among other provisions, extends the maturity date of the Columbia Fire Station Loan to July 21, 2021 and waives all defaults and late fees existing prior to the Forbearance Agreement.
Debt Maturity    

The Company’s scheduled principal repayments on indebtedness as of December 31, 2020, including assets held for sale, are as follows (in thousands):
  For the Years Ended December 31,
2021 $ 43,933 
2022 12,586 
2023 111,875 
2024 44,240 
2025 91,426 
Thereafter 49,856 
     Total principal repayments and debt maturities $ 353,916 

The Company has considered its 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 its scheduled debt maturities for the year ending December 31, 2021 of $43.93 million. 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.