Note 4 – Debt

In April 2015, FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the gross carrying amount of that debt liability, consistent with debt discounts. We adopted ASU 2015-03 effective March 31, 2016, and appropriately applied the guidance retrospectively to our Mortgage Notes Payable, Unsecured Term Loans and Senior Unsecured Notes for all periods presented. Unamortized debt issuance costs of approximately $2.8 million and $2.7 million are now included as of September 30, 2016, and December 31, 2015, respectively (previously included in Unamortized Deferred Expenses on our Consolidated Balance Sheets).

As of September 30, 2016, the Company had total gross indebtedness of $437.8 million, including (i) $70.6 million of mortgage notes payable; (ii) $160.2 million of unsecured term loans; (iii) $160.0 million of senior unsecured notes; and (iv) $47.0 million of borrowings under $150.0 million revolving credit facility (the “Credit Facility”).

Mortgage Notes Payable

As of September 30, 2016, the Company had total gross mortgage indebtedness of $70.6 million which was collateralized by related real estate with an aggregate net book value of $90.5 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.83%.

In August 2016, the Company prepaid a $20.3 million amortizing mortgage note (the “Mortgage Note”) due May 2017, secured by 7 properties, that had an interest rate of LIBOR plus 170 basis points. Concurrently therewith, the Company entered into a $20.3 million unsecured amortizing term loan (the “2019 Term Loan”). Refer to Revolving Credit and Term Loan Facility section below for further detail.

In March 2016, the Company prepaid a mortgage note payable with an outstanding balance of $8.6 million. The fully-amortizing loan carried a 6.56% interest rate and the final monthly payment was due in June 2016.

Mortgages payable consisted of the following (in thousands):

	September 30, 2016		December 31, 2015

Note payable in monthly installments of interest only at 6.56% annum, with a balloon payment in the amount of $8,580,000 was repaid on March 11, 2016; collateralized by related real estate and tenants’ leases	$	-	$	8,580

Note payable in monthly principal installments of $56,380 plus interest at 170 basis points over LIBOR, swapped to a fixed rate of 3.62% as of December 31, 2015. A balloon payment in the amount of $20,283,000 was repaid on August 19, 2016; collateralized by related real estate and tenants’ leases		-		20,741

Note payable in monthly installments of interest only at LIBOR plus 160 basis points, swapped to a fixed rate of 2.49% with a balloon payment due April 4, 2018; collateralized by related real estate and tenants' leases		25,000		25,000

Note payable in monthly installments of $153,838, including interest at 6.90% per annum, with the final monthly payment due January 2020; collateralized by related real estate and tenants’ leases		5,483		6,553

Note payable in monthly installments of $23,004, including interest at 6.24% per annum, with a balloon payment of $2,781,819 due February 2020; collateralized by related real estate and tenant lease		3,070		3,129

Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 1, 2023; collateralized by related real estate and tenants' leases		23,640		23,640

Note payable in monthly installments of $35,673, including interest at 5.01% per annum, with a balloon payment of $4,034,627 due September 2023; collateralized by related real estate and tenant lease		5,334		5,448

Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026; collateralized by related real estate and tenants’ leases		8,059		8,493

Total principal		70,586		101,584
Unamortized debt issuance costs		(992)		(1,193)
Total	$	69,594	$	100,391

Debt Maturities

The following table presents scheduled principal payments related to our debt as of September 30, 2016 (in thousands):

	Scheduled		Balloon
	Principal		Payment		Total
Remainder of 2016	$	758	$	-	$	758
2017		3,147		-		3,147
2018 (1)		3,337		72,000		75,337
2019		3,008		18,290		21,298
2020		1,100		37,767		38,867
Thereafter		9,761		288,640		298,401
Total	$	21,111	$	416,697	$	437,808

(1)

The balloon payment balance includes the balance outstanding under the Credit Facility as of September 30, 2016. The Credit Facility matures in July 2018 and may be extended for one year at the Company’s election, subject to certain conditions.

Senior Unsecured Notes

The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs as of September 30, 2016, and 2015 (in thousands):

	September 30, 2016		December 31, 2015

2025 Senior Unsecured Note	$	50,000	$	50,000
2027 Senior Unsecured Note		50,000		50,000
2028 Senior Unsecured Note		60,000		-
Total Principal		160,000		100,000

Unamortized debt issuance costs		(844)		(839)
Total	$	159,156	$	99,161

In May 2015, the Company completed a private placement of $100.0 million principal amount of senior unsecured notes (the “Senior Unsecured Notes”). The Senior Unsecured Notes were sold in two series; $50 million of 4.16% notes due in May 2025 and $50.0 million of 4.26% notes due in May 2027. The weighted average term of the Senior Unsecured Notes is 11 years and the weighted average interest rate is 4.21%. Proceeds from the issuance were used to repay borrowings under the Company's Credit Facility and for general corporate purposes.

In July 2016, the Company completed a private placement of $60.0 million principal amount of senior unsecured notes (the “2028 Senior Unsecured Notes”). The Senior Unsecured Notes bear a fixed interest rate of 4.42% per annum and mature in July 2028. Proceeds from the issuance were used to repay borrowings under the Company's Credit Facility and for general corporate purposes.

Revolving Credit and Term Loan Facility

The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of September 30, 2016 and December 31, 2015 (in thousands):

	September 30, 2016		December 31, 2015

2019 Term Loan	$	20,223	$	-
2020 Term Loan		35,000		35,000
2021 Term Loan		65,000		65,000
2023 Term Loan		40,000		-
Total Principal		160,223		100,000

Unamortized debt issuance costs		(1,012)		(610)
Total	$	159,211	$	99,390

The Company has in place a $250.0 million senior unsecured revolving credit and term loan facility (the “Revolving Credit and Term Loan Facility”) consisting of (i) the $150.0 million Credit Facility; (ii) a $65.0 million seven-year unsecured term loan facility (the “2021 Term Loan”); and (iii) a $35.0 million unsecured term loan facility due 2020 (the “2020 Term Loan”).

The Credit Facility is due July 2018, with an additional one-year extension at the Company’s option, subject to customary conditions. Borrowings under the Credit Facility are priced at LIBOR plus 135 to 200 basis points, depending on the Company’s leverage. As of September 30, 2016, $47.0 million was outstanding under the Credit Facility, bearing a weighted average interest rate of approximately 1.87%, and $103.0 million was available for borrowing.

In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matures in May 2019 (the “2019 Term Loan”). Borrowings under the 2019 Term Loan are priced at LIBOR plus 170 basis points. In order to fix LIBOR on the 2019 Term Loan at 1.92% until maturity, the Company had an interest rate swap agreement in place, which was assigned by the lender under the Mortgage Note to the 2019 Term Loan lender. As of September 30, 2016, $20.2 million was outstanding under the 2019 Term Loan bearing an all-in interest rate of 3.62%.

The 2020 Term Loan matures in September 2020. Borrowings under the 2020 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s leverage, and the Company entered into interest rate swaps to fix LIBOR at 2.20% until maturity. As of September 30, 2016, $35.0 million was outstanding under the 2020 Term Loan bearing an all-in interest rate of 3.85%.

The 2021 Term Loan matures in July 2021. Borrowings under the 2021 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s leverage, and the Company entered into interest rate swaps to fix LIBOR at 2.09% until maturity. As of September 30, 2016, $65.0 million was outstanding under the 2021 Term Loan bearing an all-in interest rate of 3.74%.

In July 2016, the Company completed a $40.0 million unsecured term loan facility that matures in July 2023 (the “2023 Term Loan”). Borrowings under the 2023 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s leverage. The Company entered into interest rate swap to fix LIBOR at 1.40% until maturity. As of September 30, 2016, $40.0 million was outstanding under the 2023 Term Loan, which is subject to an all-in interest rate of 3.05%.

The Revolving Credit and Term Loan Facility contain customary covenants, including, among others, financial covenants regarding debt levels, total liabilities, tangible net worth, fixed charge coverage, unencumbered borrowing base properties and permitted investments. The Company was in compliance with the covenant terms at September 30, 2016.