XML 31 R13.htm IDEA: XBRL DOCUMENT v3.20.4
Note 7 - Mortgage and Other Indebtedness
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Mortgage and Other Indebtedness

Note 7 – Mortgage and Other Indebtedness

2019 Mortgage and Other Indebtedness

The table below details the Company’s debt balance at December 31, 2019 (dollars in thousands):

 

 

 

Maturity Date

 

Rate Type

 

Interest

Rate (6)

 

 

Balance Outstanding at December 31, 2019

 

Basis Term Loan (net of discount of $1,118)

 

January 1, 2023

 

Floating (3)

 

6.125%

 

 

$

62,996

 

Basis Preferred Interest (net of discount of $224) (1)

 

January 1, 2023 (2)

 

Fixed

 

14.0%

 

 

 

9,471

 

MVB Term Loan

 

December 27, 2022

 

Fixed

 

6.75%

 

 

 

4,500

 

MVB Revolver

 

December 27, 2020 (8)

 

Floating (4)

 

6.75%

 

 

 

2,000

 

Hollinswood Loan

 

December 1, 2024

 

LIBOR + 2.25% (5)

 

4.06%

 

 

 

10,200

 

Avondale Shops Loan

 

June 1, 2025

 

Fixed

 

4.00%

 

 

 

3,275

 

Vista Shops at Golden Mile Loan

 

January 25, 2021

 

LIBOR + 2.50%

 

4.26%

 

 

 

8,950

 

Brookhill Azalea Shopping Center Loan

 

January 31, 2025

 

LIBOR + 2.75%

 

4.51%

 

 

 

9,650

 

Mezzanine Loans (7)

 

-

 

-

 

-

 

 

 

2,738

 

 

 

 

 

 

 

 

 

 

 

$

113,780

 

Unamortized deferred financing costs

 

 

 

 

 

 

 

 

 

 

(1,307

)

Total Mortgage and Other Indebtedness

 

 

 

 

 

 

 

 

 

$

112,473

 

(1)

The outstanding balance includes approximately $2.8 million of indebtedness related to the Multiple Minimum Amount owed to the Preferred Investor as described below under the heading “Basis Preferred Interest”.

(2)

If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP (as defined below) will mature at that time.

(3)

The interest rate for the Basis Term Loan is the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. The Company has entered into an interest rate cap that caps the LIBOR rate on this loan at 3.5%.

(4)

The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%.

(5)

The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%.

(6)

For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 1.76%, as of December 31, 2019.

(7)

The Mezzanine loans represent loans on two of the properties included in the Initial Mergers (as described in Note 1 under the heading “Merger with MedAmerica Properties, Inc.”). These loans were to be paid off in connection with the Mergers; however, due to the timing of the closing of the Mergers in late December 2019, the loans were not paid off by the Company until the first quarter of 2020.   

(8)

In December 2020, the Company entered into a one-year extension on the MVB Revolver as described below under the heading “2020 Forbearance Agreements and Debt Amendments”.

Basis Term Loan

On December 27, 2019, in connection with the closing of the Initial Mergers, six of the Company’s subsidiaries, as borrowers (collectively, the “Borrowers”), and Big Real Estate Finance I, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC, as lender (the “Basis Lender”), entered into a loan agreement (the “Basis Loan Agreement”) pursuant to which the Basis Lender made a senior secured term loan of up to $66.9 million (the “Basis Term Loan”) to the Borrowers, of which $63.8 million was drawn at closing and was outstanding as of December 31, 2019. Pursuant to the Basis Loan Agreement, the Basis Term Loan is secured by mortgages on the following properties that were acquired in connection with the closing of the Initial Mergers: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. The Basis Term Loan bears interest at a rate equal to the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. The Borrowers have entered into an interest rate cap that effectively caps LIBOR at 3.50% per annum. As of December 31, 2019, the interest rate of the Basis Term Loan was 6.125%.

The Company used the proceeds from the Basis Term Loan to repay indebtedness securing properties acquired in the Initial Mergers and for general corporate purposes, including the payment of certain transaction costs.

The Borrowers’ obligations under the Basis Loan Agreement are guaranteed by the Company and by Michael Z. Jacoby, the Company’s chairman and chief executive officer, and Thomas M. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Basis Term Loan.

The Basis Loan Agreement contains certain customary representations and warranties and affirmative negative and restrictive covenants, including certain property related covenants for the properties owned by the Sub-OP, including a requirement that certain capital improvements be made. The Basis Lender has certain approval rights over amendments or renewals of material leases (as defined in the Basis Loan Agreement) and property management agreements for the properties securing the Basis Term Loan.

If (i) an event of default exists, (ii) BSR or any other subsidiary of the Company serving as property manager for one of the secured parties becomes bankrupt, insolvent or a debtor in an insolvency proceeding, or there is a change of control of BSR or such other subsidiary without approval by the Basis Lender, (iii) a default occurs under the applicable management agreement, (iv) the property manager has engaged in fraud, willful misconduct, misappropriation of funds or is grossly negligent with regard to the applicable property, the Basis Lender may require a Borrower to replace BSR or such other subsidiary of the Company as the property manager and hire a third party manager approved by the Basis Lender to manage the applicable property.

The Borrowers are generally prohibited from selling the properties securing the Basis Term Loan and the Company is prohibited from transferring any interest in any of the Borrowers, in each case without consent from the Basis Lender. The Company is prohibited from engaging in transactions that would result in a Change in Control (as defined in the Basis Loan Agreement) of the Company. Under the Basis Loan Agreement, among other things, it is deemed a Change in Control if Michael Z. Jacoby ceases to be the chairman and chief executive officer of the Company and actively involved in the daily activities and operations of the Company and the Borrowers and a competent and experienced person is not approved by the Basis Lender to replace Mr. Jacoby within 90 days of him ceasing to serve in such roles.

The Basis Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the Basis Loan Agreement, the Basis Lender may, among other things, require the immediate payment of all amounts owed thereunder.

In addition, if there is a default by the Company under the MVB Loan (as defined below), by Mr. Jacoby under his guarantee of the MVB Loan or by Mr. Jacoby under a certain personal loan as long as he has pledged OP units as collateral for such loan, and such default has not been waived or cured, then the Basis Lender will have the right to sweep the Borrowers’ cash account in which collects retains rental payments from the properties securing the Basis Term Loan on a daily basis in order for the Basis Lender to create a cash reserve that will serve as collateral for the Basis Term Loan.

The Basis Loan Agreement includes a debt service coverage calculation which includes an adjustment for tenants that are more than one-month delinquent in paying rent. Due to the effect of the COVID-19 pandemic, beginning in April 2020 a substantial number of the Company’s tenants were more than one-month delinquent in paying rent. Adjusting the revenue for these tenants in the debt service calculation would result in a debt service coverage ratio below 1.05x. A debt service coverage ratio below 1.10x is a Cash Trap Trigger Event (as defined in the loan agreement), which gives the Basis Lender the right to institute a cash management period until the trigger is cured. A debt service coverage ratio below 1.05x for two consecutive calendar quarters gives the Basis Lender the right to remove the Company as manager of the properties. The lender has not expressed any intention to place the loan into cash management or remove the Company as manager of these properties, but we can provide no assurances that it will not do so in the future. Additionally, the debt service coverage calculation is not a covenant under the Basis Loan Agreement and therefore does not trigger a default under the Basis Loan Agreement.

Basis Preferred Interest

On December 27, 2019, in connection with the closing of the Initial Mergers, the Operating Partnership and Big BSP Investments, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC (the “Preferred Investor”), entered into an amended and restated operating agreement (the “Sub-OP Operating Agreement”) of the Broad Street Big First OP LLC (the “Sub-OP”), a subsidiary of the Operating Partnership. Pursuant to the Sub-OP Operating Agreement, among other things, the Preferred Investor committed to make an investment of up to $10.7 million in the Sub-OP, of which $6.9 million had been funded as of December 31, 2019, in exchange for a 1.0% membership interest in the Sub-OP designated as Class A units.

Pursuant to the Sub-OP Operating Agreement, the Preferred Investor is entitled to a cumulative annual return of 14.0% on its initial capital contribution (the “Class A Return”), and the Preferred Investor will be entitled to a 20% return (the “Enhanced Class A Return”) on any capital contribution made to the Sub-OP in excess of the $10.7 million commitment. The Preferred Investor’s interests must be redeemed on or before the earlier of: (i) January 1, 2023 and (ii) the date on which the Basis Term Loan is paid in full (the “Redemption Date”). The Redemption Date may be extended to December 31, 2023 and December 31, 2024, in each case subject to certain conditions, including the payment of a fee equal to 0.25% of the Preferred Investor’s net invested capital for the first extension option and a fee of 0.50% of the Preferred Investor’s net invested capital for the second extension option. If the redemption price is paid on or before the Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by the Preferred Investor, (b) all accrued but unpaid Class A Return, (c) all accrued but unpaid Enhanced Class A Return and (d) all costs and other expenses incurred by the Preferred Investor in connection with the enforcement of its rights under the Sub-OP Operating Agreement. Additionally, at the Redemption Date, the Preferred Investor is entitled to an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.4, less (b) the aggregate amount of Class A return payments made to the Preferred Investor (the “Minimum Multiple Amount”). As of December 31, 2019, the Minimum Multiple Amount was approximately $2.8 million which is included as indebtedness on the consolidated balance sheet and interest expense on the consolidated statement of operations.

The Operating Partnership serves as the managing member of the Sub-OP. However, the Preferred Investor has approval rights over certain major decisions (as defined in the Sub-OP Operating Agreement), including, but not limited to, (i) the incurrence of new indebtedness or modification of existing indebtedness by the Sub-OP or its direct or indirect subsidiaries, (ii) capital expenditures over $250,000, (iii) any proposed change to a property directly or indirectly owned by the Sub-OP, (iv) direct or indirect acquisitions of new properties, (v) the sale or other disposition of any property directly or indirectly owned by the Sub-OP, (v) the issuance of additional membership interests in the Sub-OP, (vi) the entry into any new material lease or any amendment to an existing material lease and (vii) decisions regarding the dissolution, winding up or liquidation of the Sub-OP or the filing of any bankruptcy petition by the Sub-OP.

Under certain circumstances, including in the event that the Preferred Investor’s interests are not redeemed on or prior to the Redemption Date (as it may be extended), the Preferred Investor may remove the Operating Partnership as the manager of the Sub-OP and as the manager for each of the property owning entities held under the Sub-OP.

The obligations of the Operating Partnership under the Sub-OP Operating Agreement are guaranteed by the Company, Mr. Jacoby, the Company’s chairman and chief executive officer, and Mr. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of this guarantee.

The Preferred Investor’s interests in the Sub-OP under the Sub-OP Operating Agreement are mandatorily redeemable, and, as a result, are characterized as indebtedness in the accompanying consolidated financial statements.

MVB Loan

On December 27, 2019, in connection with the closing of the Initial Mergers, the Company, the Operating Partnership and BSR entered into a loan agreement (the “MVB Loan Agreement”) with MVB Bank, Inc. (“MVB”) with respect to a $6.5 million loan consisting of a $4.5 million term loan (the “MVB Term Loan”) and a $2.0 million revolving credit facility (the “MVB Revolver”). The MVB Term Loan matures on December 27, 2022 and the MVB Revolver had an original maturity date of December 27, 2020, which has been extended to December 27, 2021 under the terms described below under the heading “2020 Forbearance Agreements and Debt Amendments”. The MVB Term Loan has a fixed interest rate of 6.75% per annum. The MVB Revolver carries an interest rate of the greater of (i) Prime Rate plus 1.5% and (ii) 6.75%.

The MVB Term Loan and the MVB Revolver were fully drawn at closing of the Initial Mergers and as of December 31, 2019.

The MVB Loan Agreement is secured by certain personal property of the Company, the Operating Partnership and BSR. In addition, Mr. Jacoby has pledged the shares of the Company’s common stock and OP units received as consideration in the Initial Mergers as collateral under the MVB Loan Agreement. The obligations of the Company and the Operating Partnership under the MVB Loan Agreement are guaranteed by a subsidiary of the Company and Michael Z. Jacoby, in his individual capacity.

The MVB Loan Agreement contains certain customary representations and warranties and affirmative and negative covenants. The MVB Loan Agreement also requires the Company to maintain (as such terms are defined in the MVB Loan Agreement) (i) a debt service coverage ratio of at least 1.30 to 1.00, (ii) an EBITDA to consolidated funded debt ratio of less than 8.0%, (iii) an aggregate minimum unencumbered cash, including funds available under other lines of credit, of greater than $5.0 million (the “Minimum Liquidity Requirement”), and (iv) one or more deposit accounts with MVB with an aggregate minimum balance of $3.0 million (the “Deposit Requirement”). The failure to comply with the Deposit Requirement is not a default under the MVB Loan Agreement but will increase the interest rate under the MVB Term Loan and MVB Revolver by 1.0% until the Deposit Requirement has been satisfied. See “—2020 Forbearance Agreements and Debt Amendments” for amendments to these covenants and compliance dates.

The MVB Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the MVB Loan Agreement, MVB may, among other things, require the immediate payment of all amounts owed thereunder.

Mortgage Indebtedness

In addition to the indebtedness described above, as of December 31, 2019, the Company had approximately $32.1 million of outstanding mortgage indebtedness secured by individual properties. The Hollinswood mortgage, Vista mortgage, and Brookhill mortgage require the Company to maintain a debt service coverage ratio (as such terms are defined in the respective Loan Agreements) of at least 1.40 to 1.00, 1.35 to 1.00 and 1.35 to 1.00, respectively.

As of December 31, 2019, the Company was in compliance with all covenants under its debt agreements. The Company has not been in compliance with all covenants under its debt agreements in 2020 as described below under the heading —2020 Forbearance Agreements and Debt Amendments”.

2020 Forbearance Agreements and Debt Amendments

During the second quarter of 2020, the lenders for the Company’s mortgage loans secured by the Brookhill, Hollinswood and Vista properties agreed to defer payments of principal and interest for three months, and the lender for the Company’s mortgage loan secured by the Avondale property agreed to require interest-only payments for four months. Additionally, during the second quarter of 2020, the lender under the MVB Loan Agreement agreed to require interest-only payments for three months and deferred covenant tests until March 31, 2021.  Subsequent to the initial payment deferral, during the third quarter of 2020, the Company’s lender for the mortgage loans secured by Hollinswood and Vista agreed to defer payments of principal and interest for another three months. The deferred amounts for the Hollinswood mortgage loan are due in six equal monthly installments beginning in November 2020. The deferred amounts for all other loans will be due at loan maturity.

On June 16, 2020, the Preferred Investor made two additional capital contributions available to the Sub-OP in the aggregate amount of approximately $2.9 million, which is classified as debt. The two capital contributions consisted of: (i) a $2.4 million capital contribution to the Sub-OP that the Sub-OP contributed to the Borrowers under the Basis Loan Agreement for purposes of making debt service payments under the Basis Loan Agreement and (ii) a $0.5 million capital contribution to the Sub-OP that the Sub-OP contributed to certain of its other property owning subsidiaries for purposes of making debt service payments on mortgage debt secured by the properties owned by such subsidiaries and making payments of the Class A return due to the Preferred Investor pursuant to the Sub-OP Operating Agreement. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional capital contributions. As of the date of these financial statements, there was approximately $1.2 million and $0.2 million remaining available to the Company from these capital contributions.

As described above under the heading “—Merger with MedAmerica Properties Inc.”, in July 2020 the Company completed the Merger to acquire Lamar Station Plaza East which included the assumption of $2.5 million in debt. Additionally, in connection with the Merger, the Company entered into a loan modification agreement, which increased the maximum principal amount available under the assumed loan agreement to $4.1 million. Upon assumption of the loan agreement, the Company was in default of the debt service coverage ratio (as defined in the loan agreement) as of December 31, 2019 and June 30, 2020 and had not cured the default by making a principal payment within sixty days in a manner sufficient to reduce the outstanding loan amount in order to satisfy the covenant test. In connection with the loan modification agreement, the lender agreed to forbear enforcement of the event of default subject to the Company’s satisfaction of certain conditions, including (i) execution of a lease agreement with a specified tenant on or before January 1, 2021, (ii) issuance of a certificate of occupancy for a specified tenant on or before January 1, 2021, and (iii) delivery of subordination, nondisturbance and attornment agreements on or before October 2, 2020 for specified tenants. If the Company does not satisfy these conditions the Lender’s forbearance will terminate. The Company expected to meet each of the above conditions except for the execution of a lease agreement with a specified tenant on or before January 1, 2021. Additionally, the Company expects to be in default of the debt service coverage ratio as of December 31, 2020 and the Company does not plan to cure the default in order to satisfy the covenant test. The Company entered into a second loan modification agreement effective November 2020 in which the lender to agreed to forbear enforcement of the events of default subject to the Company’s satisfaction of certain conditions including (i) issuance of a certificate of occupancy for a specified tenant on or before January 31, 2021 and (ii) the specified tenant has taken full possession and occupancy of the space on or before January 31, 2021. The Company expects to meet both conditions but can provide no assurances that it will be able to do so. If the Company fails to satisfy these conditions, the lender may declare an event of default and ultimately foreclose on the property.

In December 2020, the Company entered into an amendment to the MVB Loan Agreement, which extended the maturity date of the MVB Revolver to December 27, 2021. The amendment also eliminates the revolving nature of the facility and requires the repayment a $250,000 on each of (a) the earlier of March 31, 2021 or the closing of the Company’s pending mergers of the Highlandtown and Spotswood properties and (b) the earlier of September 30, 2021 or the closing of the Company’s pending merger of the Greenwood property. Additionally, this amendment (i) deferred testing for covenants related to the Deposit Requirement, Minimum Liquidity Requirement and debt service coverage ratio covenant until June 30, 2021, (ii) deferred testing for the covenant related to the Company’s EBITDA to consolidated funded debt ratio until December 31, 2021, (iii) modified the debt service coverage ratio to 1.00 to 1 and (iv) modified the Minimum Liquidity Requirement to $3.0 million.

PPP Loan

On April 20, 2020, a wholly owned subsidiary of the Company entered into a promissory note (the “PPP Note”) with MVB with respect to an unsecured loan of approximately $0.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (the “PPP”), which was established under the CARES Act and is administered by the U.S. Small Business Administration (the “SBA”). The PPP Loan bears interest at a rate of 1.0% per year. The PPP Note contains certain events of default relating to, among other things, failure to make any payment when due and material adverse changes in the borrower’s financial condition. The occurrence of an event of default, following any applicable cure period, would permit MVB to declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the PPP Note to be immediately due and payable.  

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of a loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and certain mortgage interest, rent and utility expenses. The terms of any forgiveness may also be subject to further requirements under any regulations and guidelines the SBA may adopt. The Company can provide no assurances that it will obtain forgiveness of the PPP Loan in whole or in part. If the Company does not obtain forgiveness it is required to make 24 monthly payments of principal and interest in the amount of $32,032 per month. The PPP Loan matures on October 20, 2022.

Deferred Financing Costs

The total amount of deferred financing costs associated with the Company’s debt at December 31, 2019 was $1.3 million, gross ($1.3 million, net). These costs are netted against the debt balance outstanding on the Company’s consolidated balance sheet and will be amortized to interest expense through the maturity date of the related debt.

The Company recognized amortization expense of deferred financing costs, included in interest expense on the consolidated statements of operations, of less than $0.1 million for each of the years ended December 31, 2019 and 2018, respectively.

Debt Maturities

The following table details the Company’s scheduled principal repayments and maturities during each of the next five years and thereafter as of December 31, 2019 (dollars in thousands):

 

Year

 

Amount Due

 

2020

 

$

3,387

 

2021

 

 

11,756

 

2022

 

 

4,443

 

2023

 

 

74,451

 

2024

 

 

10,020

 

Thereafter

 

 

11,065

 

Total

 

$

115,122

 

 

Interest Rate Cap and Interest Rate Swap Agreements

To mitigate exposure to interest rate risk, the Company entered into an interest rate cap agreement, effective December 27, 2019, on the full $66.9 million Basis Term Loan to cap the variable LIBOR interest rate at 3.5%. The Basis Term Loan bears interest at a rate equal to the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. As of December 31, 2019, the interest rate of the Basis Term Loan was 6.125%. The Company also entered into two interest rate swap agreements on the Hollinswood Loan to fix the interest rate at 4.06%. The swap agreements are effective as of December 27, 2019 on the outstanding balance of $10.2 million and on July 1, 2021 for the additional availability of $3.0 million under the Hollinswood Loan.

The Company recognizes all derivative instruments as assets or liabilities at their fair value in the consolidated balance sheets. The changes in the fair value of the Company’s derivatives, which do not qualify for hedge accounting, are recognized in earnings. As of December 31, 2019, the Company recognized approximately $0.1 million in expense related to fair value adjustments on derivatives.

The fair value of the Company’s derivative financial instruments at December 31, 2019 was an interest rate cap asset of less than $0.1 million and an interest rate swap liability of approximately $0.1 million. The interest rate cap asset is included in Other assets, net and the interest rate swap liability is included in accounts payable and accrued expenses on the consolidated balance sheet, respectively. The Company did not have any derivative financial instruments at December 31, 2018.

2018 Mortgage and Other Indebtedness

The table below details the Company’s debt balance at December 31, 2018 (dollars in thousands):

 

 

 

Maturity Date

 

Rate Type

 

Interest Rate at December 31, 2018

 

 

Balance Outstanding at December 31, 2018

 

Acquisition Line of Credit

 

April 1, 2019

 

Floating (1)

 

 

6.5

%

 

$

1,000

 

Accounts Receivable Based Line of Credit

 

April 1, 2019

 

Floating (1)

 

 

6.5

%

 

 

1,250

 

Working Capital Line of Credit

 

April 1, 2019

 

Floating (1)

 

 

6.5

%

 

 

750

 

Guidance Line of Credit

 

April 30, 2019

 

Fixed

 

 

7.00

%

 

 

658

 

Business Term Loan

 

December 7, 2022

 

Fixed

 

 

5.25

%

 

 

1,010

 

 

 

 

 

 

 

 

 

 

 

$

4,668

 

Unamortized deferred financing costs

 

 

 

 

 

 

 

 

 

 

(30

)

Total Mortgage and Other Indebtedness

 

 

 

 

 

 

 

 

 

$

4,638

 

 

(1)

The interest rate was the greater of (i) 5.25% and (ii) LIBOR plus 4.0%

In December 2017, the Company entered into a $3.25 million loan agreement with EagleBank which was comprised of (i) a $1.25 million term loan, (ii) a $1.25 million accounts receivable line of credit and (iii) a $0.75 million working capital line of credit.

The $1.25 million term loan was advanced in full to the Company in December 2017 and required principal payments of approximately $0.2 million per year until maturity in December 2022. Interest on the term loan was payable monthly and bears a rate of 5.5% for outstanding balances greater than $1,010,000 and 5.25% for balances equal to or less than $1,010,00. The Company had the option to make a single curtailment payment of $0.5 million which would reduce the interest payment on the loan to 5.0%. The outstanding balance at December 31, 2018 was $1.0 million and the interest rate was 5.25%. This term loan was paid off in 2019.

The accounts receivable line of credit allowed for the Company to borrow up to $1.25 million provided that the outstanding principal balance did not exceed eighty percent of Eligible Accounts Receivable, as defined in the Loan Agreement. The accounts receivable line of credit matured in April 2019, required interest only payments until maturity and carried an interest rate equal to the greater of (i) LIBOR plus 4.0% and (ii) 5.25%. The interest rate on the accounts receivable line of credit at December 31, 2018 was 6.5%. The $1.25 million line of credit was advanced in full to the Company at December 31, 2018 and was paid off in 2019.

The working capital line of credit allowed for the Company to borrow up to $0.75 million for working capital needs and matured on April 1, 2019. The working capital line of credit carried an interest rate equal to the greater of (i) LIBOR plus 4.0% and (ii) 5.25%. The interest rate on the working capital line of credit at December 31, 2018 was 6.5%. The $0.75 million line of credit was advanced in full to the Company at December 31, 2018 and was paid off in 2019.

In December 2017, the Company entered into a $1.0 million loan agreement with EagleBank for an acquisitions line of credit that matured in April 2019. Advances under the acquisition line of credit required an executed purchase agreement for the acquisition of a property and approval by the lender. Interest on the acquisitions line of credit was the greater of (i) LIBOR plus 4.0% and (ii) 5.25%. The interest rate on the acquisitions line of credit at December 31, 2018 was 6.5%. The $1.0 million acquisition line of credit was advanced in full to the Company at December 31, 2018 and was paid off in 2019.

In October 2015, the Company entered into a loan agreement with EagleBank for a $2.0 million revolving line of credit. The line of credit had a one-year maturity and was reviewed by the lender annually for renewal. Each request for advance under the line of credit was evidenced by a sub-note that had a maturity of nine months subsequent to the advance. The $2.0 million line of credit has expired; therefore, the Company had no availability under the line at December 31, 2018. One sub-note remained outstanding at December 31, 2018 which had an outstanding balance of $0.7 million and matured on April 30, 2019. The outstanding interest rate on the sub-note as of December 31, 2018 was 7.0%. The sub-note was paid off in 2019.

All outstanding debt balances were paid off on December 27, 2019 in conjunction with the Company’s Mergers as described in Note 1 under the heading (Merger with MedAmerica Properties Inc.”).