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Notes and Contracts Payable
12 Months Ended
Dec. 31, 2013
Notes and Contracts Payable

NOTE 10.    Notes and Contracts Payable:

 

 

December 31,

 

 

2013

 

 

2012

 

 

(in thousands, except percentages)

 

4.3% senior unsecured notes due February 1, 2023, net of unamortized discount of $837 at December 31, 2013, effective interest rate of 4.35%

$

249,163

 

 

$

 

Line of credit borrowings due April 17, 2016, weighted-average interest rate  2.21% at December 31, 2012

 

 

 

 

160,000

 

Trust deed notes with maturities through 2032, collateralized by land and buildings with a net book value of $55,206 and $58,244 at December 31, 2013 and 2012, respectively, weighted-average interest rate of 5.42% and 5.44%, at December 31, 2013 and 2012, respectively

 

38,151

 

 

 

41,749

 

Other notes and contracts payable with maturities through 2020, weighted-average interest rate of 2.96% and 2.84% at December 31, 2013 and 2012, respectively

 

22,971

 

 

 

28,011

 

 

$

310,285

 

 

$

229,760

 

The weighted-average interest rate for the Company’s notes and contracts payable was 4.34% and 2.87% at December 31, 2013 and 2012, respectively.

The Company maintains a credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”) as administrative agent, and a syndicate of lenders. The credit agreement is comprised of a $600.0 million revolving credit facility, which will terminate on April 17, 2016, unless terminated earlier. Proceeds under the credit agreement may be used for general corporate purposes. At December 31, 2013, the Company had no outstanding borrowings under the facility.   

In the event that the rating by Standard & Poor’s Ratings Services (“S&P”) is below BBB- (or there is no rating from S&P) and, in addition, such rating by Moody’s Investor Services, Inc. (“Moody’s”) is lower than Baa3 (or there is no rating from Moody’s), then the loan commitments are subject to mandatory reduction from (a) 50 percent of the net proceeds of certain equity issuances by any of the Company or certain subsidiaries of the Company (collectively, the “Designated Parties”), and (b) 50 percent of the net proceeds of certain debt incurred or issued by any of the Designated Parties, provided that the commitment reductions described above are only required to the extent necessary to reduce the total loan commitments to $300.0 million. The Company is only required to prepay loans to the extent that, after giving effect to any mandatory commitment reduction, the aggregate principal amount of all outstanding loans exceeds the remaining total loan commitments.

At the Company’s election, borrowings under the credit agreement bear interest at (a) a base rate plus an applicable spread or (b) an adjusted LIBOR rate plus an applicable spread. The base rate is generally the greatest of (x) 0.50 percent in excess of the federal funds rate, (y) JPMorgan’s prime rate, and (z) one-month LIBOR plus one percent. The adjusted LIBOR rate is generally LIBOR times JPMorgan’s statutory reserve rate for Eurocurrency funding. The applicable spread varies depending upon the rating assigned by Moody’s and S&P. The minimum applicable spread for base rate borrowings is 0.75 percent and the maximum is 1.50 percent. The minimum applicable spread for adjusted LIBOR rate borrowings is 1.75 percent and the maximum is 2.50 percent. The Company may select interest periods of one, two, three or six months or (if agreed to by all lenders) such other number of months for Eurodollar borrowings of loans.

The credit agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of certain insolvency and bankruptcy events of default the loans automatically accelerate. As of December 31, 2013, the Company was in compliance with the financial covenants under the credit agreement.

On January 29, 2013, the Company issued $250.0 million of 4.30% 10-year senior unsecured notes due in 2023. The notes were priced at 99.638% to yield 4.345%. Interest is due semi-annually on February 1 and August 1, beginning August 1, 2013. The Company used a portion of the net proceeds from the sale to repay all borrowings outstanding under its credit facility, increasing the available capacity thereunder to the full $600.0 million size of the facility.

The aggregate annual maturities for notes and contracts payable in each of the five years after December 31, 2013, are as follows:

 

Year

 

Notes and
contracts
payable

 

 

(in thousands)

 

2014

$

13,667

 

2015

 

15,020

 

2016

 

3,982

 

2017

 

5,190

 

2018

 

3,429

 

Thereafter

 

268,997

 

 

$

310,285