Indebtedness

The Company’s indebtedness comprised the following as of December 31, 2018 and 2017 (dollars in thousands):



	Principal Balance						Interest Rate			Maturity Date
	December 31,						December 31,
	2018			2017			2018
Secured Debt
Columbus Village Note 1	$	—		$	6,080		LIBOR + 2.00%		(a)	April 5, 2018
Columbus Village Note 2	—			2,218			LIBOR + 2.00%			April 5, 2018
North Point Center Note 1 (b)	9,352			9,571			6.45	%		February 5, 2019
Greenside (Harding Place)	25,902			3,874			LIBOR + 2.95%			February 24, 2020
Premier (Town Center Phase VI)	19,214			1,505			LIBOR + 3.50%			June 29, 2020
Hoffler Place (King Street)	11,445			—			LIBOR + 3.24%			January 1, 2021
Summit Place (Meeting Street)	11,057			—			LIBOR + 3.24%			January 1, 2021
Southgate Square	21,442			20,708			LIBOR + 1.60%			April 29, 2021
4525 Main Street (c)	32,034			32,034			3.25	%		September 10, 2021
Encore Apartments (c)	24,966			24,966			3.25	%		September 10, 2021
Hanbury Village	19,019			19,503			3.78	%		August 15, 2022
Socastee Commons	4,671			4,771			4.57	%		January 6, 2023
Sandbridge Commons	8,258			8,468			LIBOR + 1.75%			January 17, 2023
249 Central Park Retail (d)	17,045			16,851			LIBOR + 1.60%			August 10, 2023
South Retail (d)	7,483			7,394			LIBOR + 1.60%			August 10, 2023
Fountain Plaza Retail (d)	10,257			10,145			LIBOR + 1.60%			August 10, 2023
Lightfoot Marketplace	10,500			10,500			LIBOR + 1.75%		(a)	October 12, 2023
Brooks Crossing Office	6,910			—			LIBOR + 1.60%			July 1, 2025
Market at Mill Creek	7,283			—			LIBOR + 1.55%			July 12, 2025
Johns Hopkins Village	52,708			46,698			LIBOR + 1.25%		(a)	August 7, 2025
North Point Center Note 2	2,346			2,459			7.25	%		September 15, 2025
Lexington Square	14,940			—			4.50	%		September 1, 2028
Smith's Landing	18,985			19,764			4.05	%		June 1, 2035
Liberty Apartments	14,437			14,694			5.66	%		November 1, 2043
The Cosmopolitan	44,468			45,209			3.35	%		July 1, 2051
Total secured debt	$	394,722		$	307,412
Unsecured Debt
Senior unsecured revolving credit facility	126,000			66,000			LIBOR+1.40%-2.00%			October 26, 2021
Senior unsecured term loan	80,000			50,000			LIBOR+1.35%-1.95%			October 26, 2022
Senior unsecured term loan	50,000			50,000			LIBOR+1.35%-1.95%		(a)	October 26, 2022
Senior unsecured term loan	50,000			50,000			LIBOR+1.35%-1.95%		(a)	October 26, 2022
Total unsecured debt	$	306,000		$	216,000
Total principal balances	$	700,722		$	523,412
Unamortized fair value adjustments	(1,173		)	(1,211		)
Unamortized debt issuance costs	(5,310		)	(4,929		)
Indebtedness, net	$	694,239		$	517,272

________________________________________

(a) Subject to an interest rate swap agreement.

(b) On January 31, 2019, North Point Note 1 was paid off.

(d) Cross collateralized.

The Company’s indebtedness was comprised of the following fixed and variable-rate debt as of December 31, 2018 and 2017 (in thousands):



	December 31,
	2018		2017
Fixed-rate debt	$	348,426	$	229,051
Variable-rate debt	352,296		294,361
Total principal balance	$	700,722	$	523,412

Certain loans require the Company to comply with various financial and other covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2018, the Company was in compliance with all loan covenants.

Scheduled principal repayments and maturities during each of the next five years and thereafter are as follows (in thousands):



Year	Scheduled Principal Payments		Maturities		Total Payments
2019	$	5,593	$	9,333	$	14,926	⁽¹⁾
2020	6,626		45,116		51,742
2021	5,821		222,744		228,565
2022	4,803		197,109		201,912
2023	11,264		47,244		58,508
Thereafter	71,475		73,594		145,069
Total	$	105,582	$	595,140	$	700,722

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(1) On January 31, 2019, North Point Note 1 was paid off; this is the only debt maturity in 2019.

Credit Facility

On October 26, 2017, the Operating Partnership entered into an amended and restated credit agreement (the “credit agreement”), which provides for a $300.0 million credit facility comprised of a $150.0 million senior unsecured revolving credit facility (the "revolving credit facility") and a $150.0 million senior unsecured term loan facility (the “term loan facility” and, together with the revolving credit facility, the “credit facility”), with a syndicate of banks. The amended credit facility replaces the prior $150.0 million revolving credit facility, which was scheduled to mature on February 20, 2019, and the prior $125.0 million term loan facility, which was scheduled to mature on February 20, 2021.

The credit facility includes an accordion feature that allows the total commitments to be increased to $450.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders. The revolving credit facility has a scheduled maturity date of October 26, 2021, with two six-month extension options, subject to certain conditions, including payment of a 0.075% extension fee at each extension. The term loan facility has a scheduled maturity date of October 26, 2022.

On March 28, 2018, the Operating Partnership increased the maximum commitments under the credit facility to $330.0 million using the accordion feature, with an increase of the term loan facility to $180.0 million.

The revolving credit facility bears interest at LIBOR (the London Inter-Bank Offered Rate) plus a margin ranging from 1.40% to 2.00%, and the term loan facility bears interest at LIBOR plus a margin ranging from 1.35% to 1.95%, in each case depending on the Company's total leverage. The Company is also obligated to pay an unused commitment fee of 15 or 25 basis points on the unused portions of the commitments under the revolving credit facility, depending on the amount of borrowings under the credit facility. As of December 31, 2018, the interest rates on the revolving credit facility and the term loan facility were 4.05% and 4.00%, respectively. If the Company attains investment grade credit ratings from S&P and Moody’s, the Operating Partnership may elect to have borrowings become subject to interest rates based on such credit ratings. The Company may, at any time, voluntarily prepay any loan under the credit facility in whole or in part without premium or penalty.

The Operating Partnership is the borrower under the credit facility, and its obligations under the credit facility are guaranteed by the Company and certain of its subsidiaries that are not otherwise prohibited from providing such guaranty. The credit agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Company's ability to borrow under the credit facility is subject to ongoing compliance with a number of financial covenants, affirmative covenants, and other restrictions. The credit agreement includes customary events of default, in certain cases subject to customary cure periods. The occurrence of an event of default, if not cured within the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the credit facility to be immediately due and payable.

The Company is currently in compliance with all covenants under the credit facility.

Other 2018 Financing Activity

On January 22, 2018, the Company extended and modified the Sandbridge Commons note. The note bears interest at a rate of LIBOR plus a spread of 1.75% and will mature on January 17, 2023.

On March 27, 2018, the Company paid off Columbus Village Note 1 and Columbus Village Note 2 in full for an aggregate amount of $8.3 million.

On May 31, 2018, the Company modified the Southgate Square note. The principal amount of the note was increased to $22.0 million, and the note now bears interest at a rate of LIBOR plus a spread of 1.60%. This note will still mature on April 29, 2021.

On June 1, 2018, the Company entered into a $16.3 million construction loan for the River City industrial facility in Chesterfield, Virginia. The loan bore interest at a rate of LIBOR plus a spread of 1.50%. On December 20, 2018, the Company sold the completed facility and paid the loan in full.

On June 14, 2018, the Company extended and modified the note secured by 249 Central Park Retail, Fountain Plaza Retail, and South Retail. The principal amount of the note was increased to $35.0 million. The note bears interest at a rate of LIBOR plus a spread of 1.60% and will mature on August 10, 2023.

On June 29, 2018, the Company entered into a $15.6 million construction loan for the Brooks Crossing Office development project. The loan bears interest at a rate of LIBOR plus a spread of 1.60% and will mature on July 1, 2025.

On July 12, 2018, the Company entered into a $16.2 million construction loan for the Market at Mill Creek development project in Mt. Pleasant, South Carolina. The loan bears interest at a rate of LIBOR plus a spread of 1.55% and will mature on July 12, 2025.

On July 27, 2018, the Company paid off the Johns Hopkins Village note and entered into a new loan. The principal amount of the new loan is $53.0 million. The loan bears interest at a rate of LIBOR plus a spread of 1.25% and will mature on August 7, 2025. The Company simultaneously entered into an interest rate swap agreement that effectively fixes the interest rate at 4.19% for the term of the loan.

On August 28, 2018, the Company entered into a $15.0 million note secured by the newly acquired Lexington Square shopping center. The note bears interest at a rate of 4.50% and will mature on September 1, 2028.

On October 12, 2018, the Company extended and modified the note secured by Lightfoot Marketplace. Under the modified note, the Company may borrow up to $17.9 million. The Company has borrowed an initial tranche of $10.5 million on this note, which bears interest at a rate of LIBOR plus a spread of 1.75% until stabilization of the property, whereupon the spread will be reduced to 1.60%. The note matures on October 12, 2023. The Company simultaneously entered into an interest rate swap agreement that effectively fixes the interest rate of this initial tranche at 4.77% per annum until stabilization and 4.62% per annum thereafter.

During the year ended December 31, 2018, the Company borrowed $86.9 million under its existing construction loans to fund new development and construction and repaid $10.5 million in conjunction with the sale of the River City industrial facility.

Subsequent to December 31, 2018

On January 31, 2019, the Company increased the maximum commitments under the credit facility to $355.0 million using the accordion feature, with an increase of the term loan facility to $205.0 million.

On January 31, 2019, the Company paid off North Point Center Note 1.

Borrowings under the revolving credit facility were $123.0 million on February 26, 2019.

Other 2017 Financing Activity

On February 1, 2017, the Company paid off the North Point Center Note 5 in full for $0.6 million.

On February 24, 2017, the Company secured a $29.8 million construction loan for the Harding Place project in Charlotte, North Carolina.

On April 7, 2017, the Company paid off the Harrisonburg Regal note in full for $3.2 million.

On April 19, 2017, the Company entered into a second amendment to the credit agreement for the Lightfoot Marketplace loan, which amended certain definitions and covenant requirements.

On June 29, 2017, the Company secured a $27.9 million construction loan for the Town Center Phase VI project in Virginia Beach, Virginia.

On July 13, 2017, the Company paid off the remaining balance of $4.9 million for the note secured by the Commonwealth of Virginia building in Chesapeake, Virginia in conjunction with the sale of this property.

On August 9, 2017, the Company refinanced the Hanbury Village note. The new note matures in August 2022 and has a fixed annual interest rate of 3.78%.

On August 10, 2017, the Company paid off $0.7 million of the Sandbridge Commons note in conjunction with the sale of a land outparcel at this property.

On September 1, 2017, the Company entered into a modification of The Cosmopolitan note, which reduced the interest rate from 3.75% to 3.35%.

On October 13, 2017, the Company paid down $5.0 million of the Liberty Apartments note.

On November 1, 2017, the Company extended the Lightfoot construction loan after paying the balance down to $10.5 million and paying an extension fee.

On December 28, 2017, the Company secured a $66.5 million construction loan for the 595 King Street and 530 Meeting Street development projects.

During the year ended December 31, 2017, the Company borrowed $8.9 million under its construction loans to fund new development and construction.

Other 2016 Financing Activity

On August 8, 2016, the Company repaid the existing $15.1 million mortgage loan secured by 249 Central Park Retail, the $6.7 million mortgage loan on South Retail, and the $7.6 million mortgage loan on Fountain Plaza and refinanced them with a $35.0 million five-year term mortgage loan that bears interest at LIBOR plus 1.95% and matures on August 8, 2021. The new mortgage loan is collateralized by all three properties. The loss on extinguishment of debt recognized on the refinancing was less than $0.1 million.

On August 30, 2016, the Company repaid the existing $31.6 million construction loan secured by 4525 Main Street and the $25.2 million construction loan on Encore Apartments and refinanced them with a $57.0 million five-year term mortgage loan that bears interest at 3.25% and matures on September 10, 2021. The new mortgage is collateralized by both properties. The loss on extinguishment of debt recognized on the refinancing was less than $0.1 million for the year ended December 31, 2016.

During the year ended December 31, 2016, the Company borrowed $44.4 million under its construction loans to fund new development and construction.