v3.25.1
Secured Revolving Credit Facility & Term Loan Payable
3 Months Ended
Mar. 31, 2025
Line of Credit Facility [Abstract]  
Secured Revolving Credit Facility & Term Loan Payable

5. SECURED REVOLVING CREDIT FACILITY & TERM LOAN PAYABLE:

Key Bank Loan Agreement:

On December 2, 2015, the Operating Partnership entered into a Credit Agreement (the “Key Bank Credit Agreement”) with Keybank National Association and Keybanc Capital Markets Inc., as lead arranger (collectively, “Key Bank”). The Key Bank Credit Agreement contemplated a $50.0 million revolving line of credit facility, with an initial term of two years, with a one-year extension option, subject to certain other customary conditions. Through the exercise of additional extension options, the Operating Partnership extended the maturity date of the secured revolving credit facility through June 30, 2022.

On October 22, 2021, the Operating Partnership entered into a First Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Key Bank and the other lenders parties thereto (collectively, the “Lenders”). The maturity date of the secured revolving credit facility was extended from June 30, 2022 under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement provided for a $60 million senior secured credit facility (the “Credit Facility”), consisting of (i) a $10 million revolving line of credit facility, with an initial term of three years and two one-year extension options, subject to certain other customary conditions (the “Revolver”) and (ii) a $50 million term loan facility, with an initial term of four years and a one-year extension option and subject to certain other customary conditions, which was funded in a single advance on October 22, 2021 (the “Term Loan”). Up to $10 million of the total commitments under the Credit Facility will be available for the issuance of letters of credit and swing line loans. Loan costs paid in connection with the Credit Facility were $0.5 million.

So long as no default or event of default has occurred and is continuing, the Operating Partnership shall have the right, from time to time, to request an increase in the size of the Term Loan, request an additional incremental term loan facility, or increase commitments under the Revolver, collectively in an aggregate amount that would not cause the Credit Facility to exceed $125 million (the “Accordion”). Accordion commitments can be committed at closing or any time thereafter and the Accordion commitments will be syndicated on a best-efforts basis.

The Operating Partnership agreed to pay to the Lenders an unused fee under the Revolver in the amount calculated as 0.20% for usage less than 50% and 0.15% for usage 50% or greater, calculated as a per diem rate, multiplied by the excess of the total commitment over the outstanding principal amount of the loans under the total Revolver commitment at the time of the calculation. The Operating Partnership has the right to reduce the amount of loan commitments under the Revolver or terminate the Revolver in accordance with the terms and conditions of the Amended and Restated Credit Agreement.

Due to the revolving nature of the Revolver, amounts prepaid under the Revolver may be borrowed again, provided availability under the Amended and Restated Credit Agreement permits. Amounts repaid under the Term Loan may not be re-borrowed. The Amended and Restated Credit Agreement contemplates (i) mandatory prepayments by the Operating Partnership of any borrowings under the Credit Facility in excess of the total allowable commitment, among other events, and (ii) optional prepayments, at any time without any fees or penalty, in whole or in part, subject to payments of any amounts due associated with the prepayment of LIBOR rate contracts.

The Operating Partnership’s obligations under the Credit Facility are secured by (i) perfected first priority lien and security interest to be held by Key Bank for the benefit of the Lenders in certain of the property, rights and interests of the Operating

Partnership, the guarantors and their subsidiaries now existing and as may be acquired, and (ii) any new real estate or any interest therein or to refinance indebtedness secured thereby, financed by the Credit Facility, in whole or in part, which shall be subject to approval by Key Bank in its reasonable discretion, which will serve as additional collateral for the Credit Facility. Any subsidiaries that are not prohibited from being guarantors shall be guarantors. The parties to the Amended and Restated Credit Agreement also entered into several side agreements, including, the Joinder Agreements, the Assignment of Interests, the Acknowledgments, the Mortgages, the Guaranty, and other agreements and instruments to facilitate the transactions contemplated under the Amended and Restated Credit Agreement. Such agreements contain terms and provisions that are customary for instruments of this nature.

The Operating Partnership’s continuing ability to borrow under the Credit Facility will be subject to its ongoing compliance with various affirmative and negative covenants, including, among others, with respect to maximum consolidated leverage ratio, minimum consolidated fixed charge coverage ratio, minimum liquidity, minimum consolidated tangible net worth, minimum debt yield, maximum distributions, minimum occupancy, permitted investments and restrictions on indebtedness. The Amended and Restated Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, an inaccuracy of a representation or warranty, and a default with regard to performance of certain covenants. The Amended and Restated Credit Agreement includes customary representations and warranties of the Operating Partnership, which must continue to be true and correct in all material respects as a condition to future draws. In addition, the Amended and Restated Credit Agreement also includes customary events of default (in certain cases subject to customary cure), in the event of which, amounts outstanding under the Credit Facility may be accelerated.

The contemplated uses of proceeds under the Amended and Restated Credit Agreement include the (i) payment of closing costs in connection with the Amended and Restated Credit Agreement, (ii) repayment of indebtedness, (iii) acquisitions, development and capital improvements, (iv) general corporate and working capital purposes, and (v) purchase contract deposits and, subject to the terms and conditions of the Amended and Restated Credit Agreement, stock repurchases.

On August 5, 2022 (the “Closing Date”), the Operating Partnership entered into a First Amendment (the “First Amendment”) to the First Amended and Restated Credit Agreement with Key Bank, as agent and lender, First Financial Bank, as lender, and the Company and certain direct and indirect subsidiaries of the Company as guarantors. The First Amendment amended the First Amended and Restated Credit Agreement to, among other things, (i) increase the amount available under the Revolver from $10 million to $40 million, (ii) extend the maturity date of the Revolver from October 22, 2024 to August 5, 2025, (iii) extend the maturity date of the Term Loan from October 22, 2025 to August 5, 2026, (iv) replace the interest rate option based on LIBOR with interest rate options based on the Secured Overnight Financing Rate (“SOFR”), including term SOFR and daily simple SOFR, and (v) add certain subsidiaries of the Operating Partnership as guarantors, and mortgages encumbering properties owned by such subsidiaries as collateral. In connection with the First Amendment, the Company incurred loan related costs of $0.5 million, which are included as a component of other assets in the accompanying condensed consolidated balance sheet.

As amended by the First Amendment, the Amended and Restated Credit Agreement provides for a $90 million Credit Facility, consisting of (i) a $40 million Revolver, with an initial term of three years from the Closing Date and two one-year extension options, subject to certain other customary conditions and (ii) a $50 million Term Loan, with an initial term of four years from the Closing Date and a one-year extension option and subject to certain other customary conditions, which was funded in a single advance on October 22, 2021. In connection with the release of certain encumbered properties as collateral upon disposition, the net disposition proceeds must be used to pay down the Credit Facility and any amounts applied to reduce the outstanding amount of the Revolver will result in a pro rata reduction in the amount available under the Revolver (subject to certain conditions).

As amended by the First Amendment, loans drawn down by the Operating Partnership under the Credit Facility must specify, at the Operating Partnership’s option, whether they are base rate loans, daily simple SOFR rate loans or term SOFR rate loans. Borrowings under the Credit Facility bear interest at a rate equal to, at the Operating Partnership’s option, either (1) daily simple SOFR plus 0.1% (but in no case shall the rate be less than zero), (2) term SOFR plus 0.1% (but in no case shall the rate be less than zero) (“Adjusted Term SOFR”), or (3) a base rate determined by reference to the greatest of (a) the fluctuating annual rate of interest announced from time to time by Key Bank as its “prime rate,” (b) 0.50% above the federal funds effective rate, (c) Adjusted Term SOFR for a one month tenor plus 1.0% and (d) 1.0%, and in each case of clauses (1), (2) and (3), plus an applicable margin, depending upon the overall leverage of the properties and whether the loan is under the Revolver or Term Loan facilities. Base rate loans and SOFR rate loans may be converted to loans of the other type, subject to certain conversion conditions.

On March 15, 2024, the outstanding balances of $50.0 million under the Term Loan and $40.0 million under the Revolver were both paid in full.

Outstanding borrowings under the Revolver with Key Bank were $18.4 million as of March 31, 2025 and December 31, 2024, which were SOFR rate borrowings. Unamortized loan costs for the Revolver were $0.1 million as of March 31, 2025 and December 31, 2024, and are included in other assets in the accompanying condensed consolidated balance sheets.

Amortization of loan costs with Key Bank were $0.1 million and $0.3 million for the three months ended March 31, 2025 and March 31, 2024, respectively. Amortization of loan costs is included in interest expense in the accompanying condensed consolidated statements of operations.

As of March 31, 2025, the Operating Partnership was in compliance with all covenants required in connection with the Amended and Restated Credit Agreement.