Quarterly report pursuant to Section 13 or 15(d)

Mortgage Notes Payable and Line of Credit

v2.4.0.6
Mortgage Notes Payable and Line of Credit
6 Months Ended
Jun. 30, 2012
Mortgage Notes Payable and Line of Credit [Abstract]  
Mortgage Notes Payable and Line of Credit

5. Mortgage Notes Payable and Line of Credit

Our mortgage notes payable and line of credit (the “Line of Credit”) as of June 30, 2012 and December 31, 2011 are summarized below:

 

                             
                Principal Balance Outstanding  
    Date of
Issuance/
Assumption
  Principal
Maturity Date
  Stated Interest Rate at
June 30, 2012 (1)
  June 30, 2012     December 31, 2011  

Fixed-Rate Mortgage Notes Payable:

                           
    09/15/08   10/01/12(2)   4.76%   $ 45,233     $ 45,233  
    02/21/06   12/01/13     5.91%     8,753       8,845  
    02/21/06   06/30/14     5.20%     18,140       18,345  
    08/25/05   09/01/15     5.33%     20,255       20,431  
    09/12/05   09/01/15     5.21%     11,921       12,019  
    12/21/05   12/08/15     5.71%     18,304       18,448  
    09/06/07   12/11/15     5.81%     4,181       4,219  
    03/29/06   04/01/16     5.92%     16,772       16,871  
    04/27/06   05/05/16     6.58%     13,247       13,409  
    08/29/08   06/01/16     6.80%     5,944       6,019  
    06/20/11   06/30/16     6.08%     11,424       11,505  
    11/22/06   12/01/16     5.76%     13,661       13,761  
    12/22/06   01/01/17     5.79%     20,886       21,037  
    02/08/07   03/01/17     6.00%     13,775       13,775  
    06/05/07   06/08/17     6.11%     14,240       14,240  
    10/15/07   11/08/17     6.63%     15,177       15,278  
    11/18/11   11/01/18     4.50%     4,304       4,352  
    12/06/11   12/06/19     6.00%     8,383       8,500  
    10/28/11   11/01/21     6.00%     7,130       7,190  
    04/05/12   05/01/22     6.10%     18,976       —    
    06/21/12   07/06/22     5.05%     4,750       —    
    12/15/10   12/10/26     6.63%     10,196       10,402  
    05/16/12   12/31/26     4.30%     2,930       —    
    05/30/12   05/10/27     6.50%     4,984       —    
    06/27/12   07/01/29     5.10%     2,015       —    
    03/16/05   04/01/30     6.33%     —         2,314  
               

 

 

   

 

 

 

Contractual Fixed-Rate Mortgage Notes Payable:

          $ 315,581     $ 286,193  
               

 

 

   

 

 

 

Premiums and Discounts, net:

                (812     (843
               

 

 

   

 

 

 

Total Fixed-Rate Mortgage Notes Payable:

              $ 314,769     $ 285,350  
               

 

 

   

 

 

 

Variable-Rate Line of Credit:

  12/28/10   12/28/13   LIBOR +2.75%   $ —       $ 18,700  
               

 

 

   

 

 

 

Total Mortgage Notes Payable and Line of Credit

          $ 314,769     $ 304,050  
               

 

 

   

 

 

 

 

(1) 

The weighted average interest rate on all debt outstanding at June 30, 2012 was approximately 5.72%.

(2) 

This note has one annual extension option remaining, which gives us the ability to extend the term of the note until October 1, 2013. As long as we are in compliance with the covenants under this loan, which we are as of June 30, 2012, we will be able to extend the maturity date of the loan.

Mortgage Notes Payable

As of June 30, 2012, we had 25 fixed-rate mortgage notes payable, collateralized by a total of 66 properties. The parent company has limited recourse liabilities that could result from any one or more of the following circumstances: a borrower voluntarily filing for bankruptcy, improper conveyance of a property, fraud or material misrepresentation, misapplication or misappropriation of rents, security deposits, insurance proceeds or condemnation proceeds, or physical waste or damage to the property resulting from a borrower’s gross negligence or willful misconduct. We will also indemnify lenders against claims resulting from the presence of hazardous substances or activity involving hazardous substances in violation of environmental laws on a property. The weighted-average interest rate on the mortgage notes payable as of June 30, 2012 was 5.72%.

 

We had $45.2 million of balloon principal payments maturing under one of our long-term mortgages in 2011; however, the mortgage has two annual extension options through 2013, and we exercised one of these options on September 30, 2011. In connection with the exercise of the option, the interest rate reset from 4.58% to 4.76% through September 30, 2012. At the time of notification of the extension, we remitted a fee of 0.25% of the outstanding principal balance, or approximately $0.1 million, which is recorded as a deferred financing cost in our condensed consolidated balance sheet. We also remitted a certification to the lender that our aggregate debt service coverage ratio is not less than 1.2; thus we were in compliance with all covenants under the mortgage loan. The interest rate for the one additional extension period will adjust based upon the one-year swap rate at the time of extension and a fixed spread of 4.41% and we would be required to remit another fee of 0.25% of the current outstanding principal balance.

On February 1, 2012, we repaid in full the mortgage on our property located in Canton, North Carolina in the amount of $2.3 million. We did not incur any prepayment penalties associated with the early repayment. The original maturity date of this mortgage was April 2030.

During the six months ended June 30, 2012, we issued five long-term mortgages, which are summarized below:

 

                     

Date of Issuance

  Issuing Bank   Borrowings   Interest Rate     Maturity Date

4/5/2012

  KeyBank National
Associatoin
  $ 19,000     6.10   5/1/2022

5/16/2012

  City National Bank   2,940     4.30   12/31/2026
         

5/30/2012

  Modern Woodman of
America
  5,000     6.50   5/10/2027
         

6/21/2012

  Citigroup   4,750     5.05   7/6/2022
         

6/27/2012

  American Equity
Investment Life Co.
  2,000     5.10   7/1/2029

The fair value of all fixed-rate mortgage notes payable outstanding as of June 30, 2012, was $326.5 million, as compared to the carrying value stated above of $314.8 million. The fair value is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimate of market interest rates on long-term debt with comparable terms. The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures”.

Scheduled principal payments of mortgage notes payable for the remainder of 2012 and each of the five succeeding fiscal years and thereafter are as follows:

 

 

         

Year

  Scheduled principal
payments
 

Six months ending December 31, 2012

  $ 47,673  (1)  

2013

    13,632  

2014

    22,304  

2015

    56,174  

2016

    59,782  

2017

    62,763  

Thereafter

    53,253  
   

 

 

 
    $ 315,581  
   

 

 

 

 

(1) 

The $45.2 million mortgage note issued in September 2008 was extended to September 30, 2012. We have an additional option to extend the maturity date until October 2013.

Line of Credit

In December 2010, we procured a $50.0 million Line of Credit (with Capital One, N.A. serving as a revolving lender, a letter of credit issuer and an administrative agent and Branch Banking and Trust Company serving as an additional revolving lender and letter of credit issuer), which matures on December 28, 2013. The Line of Credit originally provided for a senior secured revolving credit facility of up to $50.0 million with a standby letter of credit sublimit of up to $20.0 million. On January 31, 2012, the Line of Credit was expanded to $75.0 million and Citizens Bank of Pennsylvania was added as a revolving lender and letter of credit issuer. Currently, seven of our properties are pledged as collateral under our Line of Credit. The interest rate per annum applicable to the Line of Credit is equal to the London Interbank Offered Rate, or LIBOR, plus an applicable margin of up to 3.00%, depending upon our leverage. The leverage ratio used in determining the applicable margin for interest on the Line of Credit is recalculated quarterly. We are subject to an annual maintenance fee of 0.25% per year. Our ability to access this source of financing is subject to our continued ability to meet customary lending requirements, such as compliance with financial and operating covenants and our meeting certain lending limits. One such covenant requires us to limit distributions to our stockholders to 95% of our FFO, with acquisition-related costs required to be expensed under ASC 805 added back to FFO. In addition, the maximum amount we may draw under this agreement is based on a percentage of the value of properties pledged as collateral to the banks, which must meet agreed upon eligibility standards.

If and when long-term mortgages are arranged for these pledged properties, the banks will release the properties from the Line of Credit and reduce the availability under the Line of Credit by the advanced amount of the released property. Conversely, as we purchase new properties meeting the eligibility standards, we may pledge these new properties to obtain additional availability under the Line of Credit. The availability under the Line of Credit is reduced by letters of credit used in the ordinary course of business. We may use the advances under the Line of Credit for both general corporate purposes and the acquisition of new investments.

At June 30, 2012, there was $0 outstanding under the Line of Credit and $6.1 million outstanding under letters of credit at a weighted average interest rate of 2.8%. At June 30, 2012, the maximum amount we may draw was $22.1 million. We were in compliance with all covenants under the Line of Credit as of June 30, 2012. The amount outstanding on the Line of Credit as of June 30, 2012 approximates fair value, because the debt is short-term.