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Loans Payable (Tables)
9 Months Ended
Sep. 30, 2022
Loans Payable  
Schedule of mortgages payables, net

The Company’s mortgages payables, net consists of the following:

September 30, 

Monthly

Interest

2022

December 31, 

Property

    

Payment

    

Rate

    

Maturity

    

(unaudited)

    

2021

    

Franklin Square (a)

 

Interest only

 

3.808

%  

December 2031

$

13,250,000

$

13,250,000

Hanover Square (b)

 

$

56,882

 

4.25

%  

December 2027

 

9,943,087

 

10,134,667

Ashley Plaza (c)

$

52,795

 

3.75

%  

September 2029

 

10,966,333

 

11,127,111

Brookfield Center (d)

$

22,876

3.90

%

November 2029

4,685,210

4,758,344

Parkway Center (e)

$

19,720

Variable

October 2026

5,010,286

5,090,210

Wells Fargo Facility (f)

$

103,438

4.50

%

June 2027

18,450,515

Lancer Center (g)

6,488,034

Greenbrier Business Center (h)

 

 

4,495,000

Unamortized issuance costs, net

(752,580)

(825,544)

Total mortgages payable, net

 

  

 

  

$

61,552,851

$

54,517,822

(a)The original mortgage loan for the Franklin Square Property in the amount of $14,275,000 matured on October 6, 2021. Effective on October 6, 2021, the Company entered into a forbearance agreement with the current lender extending the maturity date for thirty days with a right to extend the maturity date for an additional thirty days. On November 8, 2021, the Company closed on a new loan in the principal amount of $13,250,000 with a ten-year term and a maturity date of December 6, 2031.  In addition to the funds from the new loan, the Company used $2,242,273 in cash on hand for loan issuance costs (totaling $283,721), to fund escrows and to repay the remaining balance of the original mortgage loan. The Company has guaranteed the payment and performance of the obligations of the new mortgage loan. The new mortgage loan bears interest at a fixed rate of 3.808 percent and is interest only until January 6, 2025, at which time the monthly payment will become $61,800, which includes interest and principal based on a 30 year amortization schedule. The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470. The new mortgage includes covenants for the Company to maintain a net worth of $13,250,000, excluding the assets and liabilities associated with the Franklin Square Property and for the Company to maintain liquid assets of no less than $1,000,000. As of September 30, 2022 and December 31, 2021, the Company believes that it is compliant with these covenants.
(b)The mortgage loan for the Hanover Square Property bears interest at a fixed rate of 4.25 percent until January 1, 2023, when the interest rate will adjust to a new fixed rate which will be determined by adding 3.00 percentage points to the daily average yield on United States Treasury securities adjusted to a constant maturity of five years, as made available by the Federal Reserve Board, with a minimum of 4.25 percent. The fixed monthly payment of $56,882 which includes interest at the fixed rate, and principal, based on a 25 year amortization schedule.  The mortgage loan agreement for the Hanover Square property includes covenants to (i) maintain a Debt Service Coverage Ratio (“DSCR”) in excess of 1.35 and (ii) maintain a loan-to-value of real estate ratio of 75 percent.  As of September 30, 2022 and December 31, 2021, respectively, the Company believes that it is compliant with these covenants.
(c)The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75 percent and was interest only for the first twelve months.  Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a 30 year amortization schedule.
(d)The mortgage loan for the Brookfield Property bears interest at a fixed rate of 3.90 percent and is interest only for the first twelve months.  Beginning on November 1, 2020, the monthly payment became $22,876 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a 30 year amortization schedule.
(e)The mortgage loan for the Parkway Property bears interest at a variable rate based on LIBOR with a minimum rate of 2.25 percent. The interest rate payable is the ICE LIBOR rate plus 225 basis points. As of September 30, 2022 and December 31, 2021, the rate in effect for the Parkway Property mortgage was 4.814 percent and 2.3493 percent, respectively. The monthly payment, which varies based on the interest rate in effect each month, includes interest at the variable rate, and principal based on a 30 year amortization schedule.
(f)On June 13, 2022, the Company entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500.  The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property (see notes (g) and (h), below).  The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50 percent for a five year term.  The monthly payment, which includes interest at the fixed rate, and principal, based on a 25 year amortization schedule, is $103,438.  The Company has provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility.  The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a minimum debt yield of 9.5 percent on the Salisbury Marketplace, Lancer Center and Greenbrier Business Center properties, and the maintenance of liquid assets of not less than $1,500,000.  As of September 30, 2022, the Company believes that it is compliant with these covenants.  
(g)On June 13, 2022, the Company refinanced the mortgage loan for the Lancer Center Property, using proceeds from the Wells Fargo Facility discussed above.  The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470, and for the three and nine months ended September 30, 2022, recorded a loss on extinguishment of debt of $0 and $113,282, respectively.  The original mortgage loan for the Lancer Center Property bore interest at a fixed rate of 4.00 percent.  The monthly payment was $34,667 which included interest at the fixed rate and principal, based on a twenty-five year amortization schedule.
(h)On June 13, 2022, the Company refinanced the mortgage loan for the Greenbrier Business Center Property, using proceeds from the Wells Fargo Facility discussed above. The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470, and for the three and nine months ended September 30, 2022, recorded a loss on extinguishment of debt of $0 and $56,393, respectively.   The Company assumed the original mortgage loan for the Greenbrier Business Center Property from the seller. The original mortgage loan bore interest at a fixed rate of 4.00 percent and would have been interest only until August 1, 2022, at which time the monthly payment would have become $23,873, which would have included interest at the fixed rate, and principal, based on a twenty-five year amortization schedule.

Interest rate protection transaction

On October 28, 2021, the Company entered into an Interest Rate Protection Transaction to limit the Company’s exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property. Under this agreement, the Company’s interest rate exposure is capped at 5.25 percent if USD 1-Month ICE LIBOR exceeds 3 percent. USD 1-Month ICE LIBOR was 3.143 percent and 0.102 percent as of September 30, 2022 and December 31, 2021, respectively. In accordance with the guidance on derivatives and hedging, the Company records all derivatives on the balance sheet at fair value under other assets. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement.  Level 1 inputs are quoted prices in active markets for identical assets or liabilities.  Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of September 30, 2022 and December 31, 2021, respectively, the fair value of the interest Rate Protection Transaction, based on level 1 inputs, was $283,461 and $37,350. The Company reports changes in the fair value of the derivative as a decrease (increase) in fair value-interest rate cap on its consolidated statements of operations.

Mortgages payable, net, associated with assets held for sale

The Company’s mortgages payables, net, associated with assets held for sale, consists of the following:

Balance

 

September 30, 

Monthly  

Interest  

2022

December 31, 

Property

    

Payment

    

Rate

    

Maturity

    

(unaudited)

    

2021

 

Clemson Best Western (a)

Interest only

Variable

October 2022

7,750,000

Unamortized issuance costs, net

 

  

 

  

 

  

 

 

(134,632)

Total mortgages payable, net, associated with assets held for sale

 

  

$

$

7,615,368

(a.)As of March 31, 2021, the Company reclassified the mortgage loan for the Clemson Best Western Property to mortgages payable, net, associated with assets held for sale.  The mortgage loan for the Clemson Best Western Property bore interest at a variable rate based on LIBOR with a minimum rate of 7.15 percent. The interest rate payable was the USD LIBOR one-month rate plus 4.9 percent. As of September 30, 2022 and December 31, 2021, respectively, the rate in effect for the Clemson Best Western Property mortgage was 7.15 percent.  On September 29, 2022, the Company sold the Clemson Best Western Property and repaid the Clemson Best Western Property mortgage payable. The Company accounted for the repayment of the mortgage payable under debt extinguishment accounting in accordance with ASC 470.  During the three months ended September 30, 2022, the Company recorded a loss on extinguishment of debt of $219,532, consisting of $84,900 in fees paid to the lender and a write off of $134,632 of unamortized loan issuance costs.  
Schedule of convertible debentures

    

    

    

    

Debt

    

Principal

Issuance

Net Cash

Tranche

Closing Date

Amount

Discount

Costs – Cash

Proceeds

Tranche 1

October 27, 2020

$

1,500,000

$

(75,000)

$

(155,555)

$

1,269,445

Tranche 2

December 22, 2020

 

2,000,000

(100,000)

(207,407)

1,692,593

Tranche 3

January 5, 2021

 

1,500,000

 

(75,000)

 

(155,555)

1,269,445

Total

 

  

$

5,000,000

$

(250,000)

$

(518,517)

$

4,231,483

Schedule of interest expense, including amortization of capitalized issuance costs and payments received from the Company's interest rate protection transactions for the Hampton Inn Property and Clemson Best Western Property

For the three months ended September 30, 2022

(unaudited)

    

    

Amortization

    

    

Mortgage

of discounts and

Other

Interest

capitalized

interest

Expense

issuance costs

expense

Total

Franklin Square mortgage

$

128,943

    

$

7,093

    

$

    

$

136,036

Hanover Square mortgage

 

108,222

 

3,223

 

 

111,445

Hampton Inn mortgage

 

 

 

 

Ashley Plaza mortgage

 

105,438

 

4,357

 

 

109,795

Clemson Best Western mortgage

 

146,507

 

 

1,082

 

147,589

Brookfield Center mortgage

 

46,844

 

2,838

 

 

49,682

Parkway Center mortgage

56,023

2,757

58,780

Wells Fargo Mortgage Facility

212,895

6,722

219,617

Amortization and preferred stock dividends on mandatorily redeemable preferred stock

56,311

100,000

156,311

Total interest expense

$

804,872

$

83,301

$

101,082

$

989,255

For the three months ended September 30, 2021

(unaudited)

    

    

Amortization

    

    

Mortgage

of discounts and

Other

Interest

capitalized

interest

Expense

issuance costs

expense

Total

Franklin Square mortgage

$

171,458

    

$

2,317

    

$

    

$

173,775

Hanover Square mortgage

 

108,571

 

3,223

 

 

111,794

Hampton Inn mortgage

 

116,422

 

 

1,655

 

118,077

Ashley Plaza mortgage

 

107,459

 

4,358

 

 

111,817

Clemson Best Western mortgage

 

141,609

 

 

357

 

141,966

Brookfield Center mortgage

 

47,708

 

2,838

 

 

50,546

Lancer Center mortgage

65,959

7,156

73,115

Amortization and preferred stock dividends on mandatorily redeemable preferred stock

51,637

100,000

151,637

Other interest

 

 

 

332

 

332

Total interest expense

$

776,666

$

71,760

$

102,344

$

950,770

 

For the nine months ended September 30, 2022

 

(unaudited)

 

    

Amortization

    

    

 

Mortgage

of discounts and

Other

 

Interest

capitalized

interest

 

Expense

issuance costs

expense

Total

Franklin Square mortgage

$

382,625

    

$

21,279

    

$

    

$

403,904

Hanover Square mortgage

 

319,640

 

9,668

 

 

329,308

Hampton Inn mortgage

 

 

 

 

Ashley Plaza mortgage

 

314,378

 

13,072

 

 

327,450

Clemson Best Western mortgage

 

425,109

 

 

1,648

 

426,757

Brookfield Center mortgage

 

139,646

 

8,513

 

 

148,159

Lancer Center mortgage

115,179

11,928

127,107

Greenbrier Business Center mortgage

81,409

1,155

82,564

Parkway Center mortgage

124,490

8,270

132,760

Wells Fargo Mortgage Facility

254,766

6,722

261,488

Amortization and preferred stock dividends on mandatorily redeemable preferred stock

165,338

300,000

465,338

Total interest expense

$

2,157,242

$

245,945

$

301,648

$

2,704,835

 

For the nine months ended September 30, 2021

(unaudited)

 

    

Amortization

    

    

 

Mortgage

of discounts and

Other

 

Interest

capitalized

interest

 

Expense

issuance costs

expense

Total

Franklin Square mortgage

$

508,783

    

$

6,961

    

$

    

$

515,744

Hanover Square mortgage

 

328,636

 

9,680

 

 

338,316

Hampton Inn mortgage

 

456,300

 

9,000

 

10,544

 

475,844

Ashley Plaza mortgage

 

320,316

 

13,074

 

 

333,390

Clemson Best Western mortgage

 

420,211

 

22,437

 

5,847

 

448,495

Brookfield Center mortgage

 

142,188

 

8,514

 

 

150,702

Lancer Center mortgage

100,493

10,814

111,307

Greenbrier Business Center mortgage

17,480

231

17,711

Amortization and preferred stock dividends on mandatorily redeemable preferred stock

151,616

300,000

451,616

Amortization and interest on convertible debentures

1,718,487

42,486

1,760,973

Other interest

 

 

 

5,100

 

5,100

Total interest expense

$

2,294,407

$

1,950,814

$

363,977

$

4,609,198

Schedule of interest accrued and accumulated amortization of capitalized issuance costs

As of September 30, 2022

(unaudited)

As of December 31, 2021

    

    

Accumulated

    

     

Accumulated

amortization of

amortization

capitalized

Accrued

of capitalized

Accrued interest

issuance costs

interest

issuance costs

Franklin Square mortgage

$

42,046

$

23,643

$

$

2,364

Hanover Square mortgage

 

37,562

 

56,658

 

38,287

 

46,990

Ashley Plaza mortgage

 

 

53,752

 

 

40,679

Clemson Best Western mortgage

 

 

 

47,716

 

134,622

Brookfield Center mortgage

 

 

34,055

 

15,979

 

25,542

Lancer Center mortgage

22,042

17,971

Greenbrier Business Center mortgage

15,482

924

Parkway Center mortgage

20,100

10,108

9,966

1,838

Wells Fargo Mortgage Facility

6,722

Amortization and accrued preferred stock dividends (1) on mandatorily redeemable preferred stock

70,004

532,096

70,004

366,758

Total

$

169,712

$

717,034

$

219,476

$

637,688

(1)

Recorded as accrued interest under accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

Schedule of principal repayments on indebtedness

For the remaining three months ending December 31, 2022

    

$

269,798

2023

 

1,101,643

2024

 

1,142,095

2025

 

1,429,359

2026

 

1,488,466

Thereafter

 

56,874,070

Total principal payments and debt maturities

62,305,431

Less unamortized issuance costs

 

(752,580)

Net principal payments and debt maturities

$

61,552,851