Mortgages, construction loan payable and credit line |
Note 4 – Mortgages, construction loan payable and credit line:
| |
October 31, 2017 | | |
October 31, 2016 | |
| |
Principal | | |
Unamortized Debt Issuance Costs | | |
Principal | | |
Unamortized Debt Issuance Costs | |
| |
(In Thousands of Dollars) | | |
(In Thousands of Dollars) | |
Frederick, MD (A) | |
$ | — | | |
$ | — | | |
$ | 22,000 | | |
$ | 23 | |
Rockaway, NJ (B) | |
| 16,660 | | |
| 109 | | |
| 17,141 | | |
| 138 | |
Westwood, NJ (C) | |
| 20,220 | | |
| 166 | | |
| 20,801 | | |
| 197 | |
Patchogue, NY (D) | |
| 5,231 | | |
| 2 | | |
| 5,231 | | |
| 25 | |
Wayne, NJ (E) | |
| 17,705 | | |
| 44 | | |
| 18,054 | | |
| 70 | |
River Edge, NJ (F) | |
| 10,456 | | |
| 104 | | |
| 10,659 | | |
| 122 | |
Maywood, NJ (G) | |
| — | | |
| — | | |
| 8,087 | | |
| 99 | |
Westwood, NJ (H) | |
| 20,628 | | |
| 101 | | |
| 21,098 | | |
| 135 | |
Wayne, NJ (I) | |
| 25,102 | | |
| 308 | | |
| 25,749 | | |
| 332 | |
Hackensack, NJ (J) | |
| 29,198 | | |
| 98 | | |
| 29,901 | | |
| 50 | |
Damascus, MD (K) | |
| 20,357 | | |
| 362 | | |
| 20,831 | | |
| 427 | |
Middletown, NY (L) | |
| 16,200 | | |
| 236 | | |
| 16,200 | | |
| 269 | |
Total fixed rate | |
| 181,757 | | |
| 1,530 | | |
| 215,752 | | |
| 1,887 | |
Frederick, MD (A) | |
| 23,241 | | |
| 209 | | |
| — | | |
| — | |
Baltimore, MD (M) | |
| 115,316 | | |
| — | | |
| 113,967 | | |
| 634 | |
Line of credit - Provident Bank (N) | |
| 3,121 | | |
| 124 | | |
| — | | |
| — | |
Total variable rate | |
| 141,678 | | |
| 333 | | |
| 113,967 | | |
| 634 | |
Total | |
$ | 323,435 | | |
$ | 1,863 | | |
$ | 329,719 | | |
$ | 2,521 | |
|
(A) |
On April 28, 2017, WestFREIT Corp., a
consolidated subsidiary, refinanced its $22 million mortgage loan held by Wells Fargo Bank, with a new mortgage loan from
Manufacturer’s and Traders Trust Company in the amount of $23.5 million. The new loan bears a floating interest rate
equal to 275 basis points over the one-month LIBOR and a maturity date of April 28, 2019 with the option to extend for 12
months. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 5.55% to a variable
rate (as of April 30, 2017 the rate was 3.74% based on the one-month LIBOR at April 30, 2017), and (ii) net refinancing proceeds
of approximately $1.1 million. The net refinancing proceeds have been used for general corporate
purposes. The new loan is payable in monthly installments of interest (as defined above) plus
principal of $43,250 through May 2018 and principal of $45,250 from June 2018 through May 2019 at
which time the outstanding balance is due. The mortgage is secured by a retail building in Frederick,
Maryland having a net book value of approximately $14,992,000 as of October 31, 2017. |
|
(B) |
Payable in monthly installments of $115,850 including interest at 5.37% through February 2022 at which time the outstanding balance is due. The mortgage is secured by a residential building in Rockaway, New Jersey having a net book value of approximately $15,919,000 as of October 31, 2017. |
|
(C) |
On January 14, 2013, FREIT refinanced its Westwood Plaza mortgage loan in the amount of $8.0 million, with a new mortgage loan in the amount of $22,750,000, which is payable in monthly installments of $129,702 including interest at 4.75% through January 2023 at which time the outstanding balance is due. The new mortgage is secured by a retail building in Westwood, New Jersey having a net book value of approximately $7,612,000 as of October 31, 2017. |
|
(D) |
The loan, modified effective January 31, 2013, is payable in monthly installments of $31,046 including interest at 4.5% through March 2018 at which time the outstanding balance is due. Under the terms of the mortgage loan agreement, FREIT can request, during the term of the loan, additional funding that will bring the outstanding principal balance up to 75% of loan-to-value (percentage of mortgage loan to total appraised value of property securing the loan). Effective January 1, 2016, the monthly debt service payment has been reduced to interest only. This arrangement will remain in effect until the earlier of the property being re-leased or sold, the full repayment of the mortgage note, or March 1, 2018. (See Note 15 to FREIT’s consolidated financial statements for additional information.) The mortgage is secured by a retail building in Patchogue, New York having a net book value of approximately $6,492,000 as of October 31, 2017. |
|
(E) |
Payable in monthly installments of $121,100 including interest at 6.09% through September 1, 2019 at which time the outstanding balance is due. The mortgage is secured by an apartment building in Wayne, New Jersey having a net book value of approximately $1,705,000 as of October 31, 2017. |
|
(F) |
On November 19, 2013, FREIT refinanced mortgage loans scheduled to mature on December 1, 2013 with a new mortgage loan in the amount of $11,200,000 payable in monthly installments of $57,456 including interest at 4.54% through December 1, 2023 at which time the outstanding balance is due. The mortgage is secured by an apartment building in River Edge, New Jersey having a net book value of approximately $828,000 as of October 31, 2017. |
|
(G) |
On November 19, 2013, FREIT refinanced mortgage loans scheduled to mature on December 1, 2013 with a new mortgage loan in the amount of $8,500,000 payable in monthly installments of $43,605 including interest at 4.54% through December 1, 2023 at which time the outstanding balance was due. The mortgage was secured by an apartment building in Maywood, New Jersey which was sold on June 12, 2017. A portion of the proceeds from the sale were used to pay-off the $8 million then outstanding balance plus accrued interest and fees including a $1.1 million loan prepayment cost. (See Note 2 to FREIT’s consolidated financial statements for additional information.) |
|
(H) |
Payable in monthly installments of $120,752 including interest of 4.62% through November 1, 2020 at which time the outstanding balance is due. The mortgage is secured by an apartment building in Westwood, New Jersey having a net book value of approximately $9,515,000 as of October 31, 2017. |
|
(I) |
On September 29, 2016, Wayne PSC, LLC refinanced its $24,200,000 mortgage loan held by Metropolitan Life Insurance Company, with a new mortgage loan from People’s United Bank in the amount of $25,800,000. The new loan bears a floating interest rate equal to 220 basis points over the one-month BBA LIBOR with a maturity date of October 1, 2026. In order to minimize interest rate volatility during the term of the loan, Wayne PSC, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.625% over the term of the loan. This refinancing resulted in: (i) a reduction in interest rate from 6.04% to 3.625% and (ii) net refinancing proceeds of approximately $1 million that were distributed to the partners in Wayne PSC, LLC with FREIT receiving $0.4 million based on it 40% membership interest in Wayne PSC, LLC. (See Note 5 to FREIT’s consolidated financial statements for additional information relating to the interest rate swap.) The mortgage is secured by a shopping center in Wayne, New Jersey having a net book value of approximately $25,579,000 as of October 31, 2017 including approximately $0.1 million classified as construction in progress. |
|
(J) |
Payable in monthly installments of $191,197
including interest of 5.38% until May 2019 at which time the unpaid balance is due. The mortgage is secured by an apartment building
in Hackensack, New Jersey having a net book value of approximately $38,818,000 as of October 31, 2017.
On
January 8, 2018, Pierre Towers, LLC (“Pierre”), owned by S And A Commercial Associates Limited
Partnership (a consolidated subsidiary), refinanced its $29.2 million loan held by State Farm
with a new mortgage loan from New York Life Insurance in the amount of $48 million. On October 26, 2017, Pierre paid New York Life
Insurance a good faith deposit in the amount of $960,000 which is included in prepaid expenses and
other assets in the accompanying consolidated balance sheet. The new loan has a term of ten years
and bears a fixed interest rate equal to 3.88%. Interest-only payments will be required each month for
the first five years of the term and thereafter, principal payments plus accrued interest will be required
each month through maturity. This refinancing resulted in: (i) a reduction in the annual interest rate
from a fixed rate of 5.38% to a fixed rate of 3.88%; and (ii) net refinancing proceeds of
approximately $17 million (after giving effect to a $1.2 million loan prepayment cost to
pay-off the loan held by State Farm) which can be used for capital expenditures and general corporate
purposes. |
|
(K) |
On December 26, 2012, Damascus Centre, LLC refinanced its construction loan with long-term financing provided by People’s United Bank and the first tranche of the new loan was taken-down in the amount of $20 million. Based on leasing and net operating income at the shopping center, People’s United Bank agreed to a take-down of the second tranche of this loan on April 22, 2016 in the amount of $2,320,000, of which approximately $470,000 was readily available and the remaining $1,850,000 (included in prepaid expenses and other assets in the accompanying consolidated balance sheets) is held in escrow and available to Damascus Centre, LLC once certain tenants open and begin paying rent. The loan has a maturity date of January 3, 2023 and bears a floating interest rate equal to 210 points over the BBA LIBOR. In order to minimize interest rate volatility during the term of this loan, Damascus Centre, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate on each tranche of this loan, resulting in a fixed rate of 3.81% over the term of the first tranche of this loan and a fixed rate of 3.53% over the term of the second tranche of this loan. (See Note 5 to FREIT’s consolidated financial statements for additional information relating to the interest rate swaps.) The shopping center securing the loan has a net book value of approximately $27,290,000 as of October 31, 2017. |
|
(L) |
On December 29, 2014, FREIT Regency, LLC closed on a $16.2 million mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 125 basis points over the one-month BBA LIBOR and the loan will mature on December 15, 2024. Interest-only payments are required each month through December 15, 2017. Thereafter, principal payments of $27,807 (plus accrued interest) are required each month through maturity. In order to minimize interest rate volatility during the term of the loan, FREIT Regency, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.75% over the term of the loan. (See Note 5 to FREIT’s consolidated financial statements for additional information relating to the interest rate swap.) The mortgage is secured by an apartment complex in Middletown, New York having a net book value of $19,655,000 as of October 31, 2017. |
|
(M) |
The original Rotunda acquisition loan
for $22.5 million, which was subsequently reduced to $19.5 million on February 1, 2010, was acquired by FREIT on May 28, 2013.
FREIT subsequently sold this loan to Wells Fargo Bank. On December 9, 2013, Grande Rotunda, LLC closed with Wells Fargo Bank on
a construction loan of up to $120 million to be used to redevelop and expand the Rotunda property in Baltimore, Maryland with a
term of four (4) years, with one twelve-month extension, at a rate of 225 basis points over the monthly LIBOR.
On November 23, 2016, the following terms
and conditions of this loan were modified: (i) the total amount that may be drawn on this loan was decreased from $120 million
to $116.1 million, allowing for an additional draw of $2.1 million over the then existing balance of approximately $114 million
to be used for retail tenant improvements and leasing commissions; (ii) leasing benchmarks are no longer required to be met including
the waiver of the leasing benchmarks FREIT was not in compliance with as of June 30, 2016; (iii) Grande Rotunda, LLC provided an
interest reserve to Wells Fargo Bank in the amount of $2 million for the purpose of funding interest payments, and is obliged to
replenish the account balance to $1 million if it should fall below $500,000; (iv) the maturity date of the loan was changed from
December 31, 2017 to October 31, 2017 with no option to extend; (v) the interest rate on the amount outstanding on the loan was
increased by 25 basis points to 250 basis points over the monthly LIBOR. The following terms and conditions of this loan were modified
and effective as of October 31, 2017: (i) the maturity date of the loan was extended 120 days from October 31, 2017 to February
28, 2018; (ii) the interest rate on the amount outstanding on the loan was increased by 35 basis points to 285 basis points over
the monthly LIBOR through December 31, 2017; (iii) the interest rate on the amount outstanding on the loan was increased by 65
basis points to 315 basis points over the monthly LIBOR from January 1, 2018 through February 28, 2018. The loan is secured by
the Rotunda property, which has a net book value of approximately $156,347,000 as of October 31, 2017.
As of October 31, 2017, $115.3 million
of this loan was drawn down (including approximately $1.3 million during Fiscal 2017), of which $19 million was used to pay off
the loan from FREIT, and $96.3 million was used toward the construction at the Rotunda. The loan was fully drawn down as of October
31, 2017 with a remaining reserve of approximately $0.8 million used as a letter of credit for offsite improvements.
Grande Rotunda, LLC is in the process
of negotiating new loan documents with Aareal Capital Corporation (“Aareal”) to refinance the existing Rotunda construction
loan from Wells Fargo. Aareal has provided a term sheet to Grande Rotunda, LLC to provide $121.9 million in financing that would
be used to repay the existing Wells Fargo construction loan, provide an additional $3.4 million for retail tenant improvements
and leasing costs, and fund loan closing costs. The Aareal loan would have an initial term of two years and two one-year renewal
options, would bear a floating interest rate at 285 basis points over the one-month LIBOR rate, and would be secured by the Rotunda
property. The loan is subject to Aareal’s satisfaction with its due diligence reviews and the ultimate amount of the loan
will be dependent upon the value of the Rotunda property as determined by an independent appraiser. Although Grande Rotunda, LLC
expects that the Aareal loan will close in January 2018, there can be no assurance this loan will close. In the event that the
Aareal loan does not close and Wells Fargo does not grant an extension of the existing construction loan beyond the current maturity
date of February 28, 2018, Grande Rotunda, LLC would be at risk of defaulting under the Wells Fargo loan, which could result in
Wells Fargo exercising its remedies under the loan including foreclosure of the property. As a guarantor of the Wells Fargo loan,
FREIT would be responsible for 25% of the loan balance (approximately $29 million), in the event that Grande Rotunda, LLC defaults
under the loan. |
|
(N) |
Credit Line: On October 27, 2017, FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 27, 2020 at which point no further advances shall be permitted and provided the line of credit is not renewed by the lender, the outstanding principal balance of the line of credit shall convert to a commercial term loan maturing on October 31, 2022. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit was increased from $12.8 million to $13 million and the interest rate on the amount outstanding will be at a floating rate of 275 basis points over the 30-day LIBOR with a floor of 3.75%. During Fiscal 2017, FREIT utilized $3 million of its credit line to fund tenant improvements for new retail tenants at the Rotunda property. As of October 31, 2017, approximately $3.1 million was outstanding (including closing costs of approximately $0.1 million related to the renewal of the line) and $9.9 million was available under the line of credit. |
Certain of the Company’s mortgage loans and the Credit Line contain financial covenants. The Company was in compliance with all of its financial covenants as of October 31, 2017.
Fair Value of Long-Term
Debt:
The following table shows the
estimated fair value and carrying value of FREIT’s long-term debt at October 31, 2017 and 2016:
|
|
October 31, |
|
October 31, |
($ in Millions) |
|
2017 |
|
2016 |
Fair Value |
|
$317.8 |
|
$331.3 |
|
|
|
|
|
Carrying Value |
|
$321.6 |
|
$327.2 |
Fair values are estimated based
on market interest rates at the end of each fiscal year and on discounted cash flow analysis. Changes in assumptions or estimation
methods may significantly affect these fair value estimates. The fair value is based on observable inputs (level 2 in the fair
value hierarchy as provided by authoritative guidance).
Principal amounts (in thousands
of dollars) due under the above obligations in each of the five years subsequent to October 31, 2017 are as follows:
Year Ending October 31, | |
Amount | |
2018 | |
$ | 125,065 | (a) |
2019 | |
$ | 72,082 | |
2020 | |
$ | 3,575 | |
2021 | |
$ | 22,288 | |
2022 | |
$ | 20,291 | |
| (a) | Includes approximately $115.3 million relating to the Rotunda construction loan due February 2018. (See Note 4(M) to FREIT’s
consolidated financial statements.) |
|