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Debt
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Debt

7. Debt

A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands):

 

 

 

Interest Rate at

 

 

 

 

Carrying Value at

 

 

 

September 30,

 

 

December 31,

 

 

Maturity Date at

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

September 30, 2018

 

2018

 

 

2017

 

Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Fixed Rate

 

3.88%-6.00%

 

 

3.88%-5.89%

 

 

Feb 2024 - Apr 2035

 

$

178,677

 

 

$

179,870

 

Core Variable Rate - Swapped  (a)

 

3.41%-5.67%

 

 

3.41%-5.67%

 

 

Jan 2023 - Jun 2026

 

 

32,834

 

 

 

74,152

 

Total Core Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

 

211,511

 

 

 

254,022

 

Fund II Fixed Rate

 

1.00%-4.75%

 

 

1.00%-4.75%

 

 

May 2020 - Aug 2042

 

 

205,262

 

 

 

205,262

 

Fund II Variable Rate - Swapped  (a)

 

4.27%

 

 

4.27%

 

 

Nov 2021

 

 

19,385

 

 

 

19,560

 

Total Fund II Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

 

224,647

 

 

 

224,822

 

Fund III Variable Rate

 

LIBOR+2.65%-LIBOR+4.65%

 

 

Prime+0.50%-LIBOR+4.65%

 

 

Jun 2020 - Dec 2021

 

 

75,393

 

 

 

65,866

 

Fund IV Fixed Rate

 

3.40%-4.50%

 

 

3.40%-4.50%

 

 

Oct 2025 - Jun 2026

 

 

8,189

 

 

 

10,503

 

Fund IV Variable Rate

 

LIBOR+1.60%-LIBOR+3.95%

 

 

LIBOR+1.70%-LIBOR+3.95%

 

 

Nov 2018 - Aug 2021

 

 

244,654

 

 

 

250,584

 

Fund IV Variable Rate - Swapped  (a)

 

3.67%-4.23%

 

 

3.67%-4.23%

 

 

May 2019 - Dec 2022

 

 

72,074

 

 

 

86,851

 

Total Fund IV Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

 

324,917

 

 

 

347,938

 

Fund V Variable Rate

 

LIBOR+2.15%-LIBOR+2.25%

 

 

LIBOR+2.25%

 

 

Oct 2020 - Jan 2021

 

 

51,506

 

 

 

28,613

 

Fund V Variable Rate - Swapped (a)

 

4.61%-4.78%

 

 

 

 

 

Feb 2021 - Jun 2021

 

 

86,570

 

 

 

 

Total Fund V Mortgage Payable

 

 

 

 

 

 

 

 

 

 

 

 

138,076

 

 

 

28,613

 

Net unamortized debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

(10,527

)

 

 

(12,943

)

Unamortized premium

 

 

 

 

 

 

 

 

 

 

 

 

779

 

 

 

856

 

Total Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

$

964,796

 

 

$

909,174

 

Unsecured Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Variable Rate Unsecured

   Term Loans - Swapped (a)

 

2.49%-4.05%

 

 

2.54%-3.59%

 

 

Mar 2023

 

$

350,000

 

 

$

300,000

 

Fund II Unsecured Notes Payable

 

LIBOR+1.65%

 

 

LIBOR+1.40%

 

 

Sep 2020

 

 

37,000

 

 

 

31,500

 

Fund IV Term Loan/Subscription Facility

 

LIBOR+1.65%-LIBOR+2.75%

 

 

LIBOR+1.65%-LIBOR+2.75%

 

 

Dec 2018 - Oct 2019

 

 

40,825

 

 

 

40,825

 

Fund V Subscription Facility

 

LIBOR+1.60%

 

 

LIBOR+1.60%

 

 

May 2020

 

 

61,500

 

 

 

103,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unamortized debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

(392

)

 

 

(1,890

)

Total Unsecured Notes Payable

 

 

 

 

 

 

 

 

 

 

 

$

488,933

 

 

$

473,735

 

Unsecured Line of Credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Unsecured Line of Credit

 

LIBOR+1.35%

 

 

LIBOR+1.40%

 

 

Mar 2022

 

$

13,324

 

 

$

18,048

 

Core Unsecured Line of Credit - Swapped (a)

 

4.15%-5.02%

 

 

4.20%-5.07%

 

 

Mar 2022

 

 

14,676

 

 

 

23,452

 

Total Unsecured Line of Credit

 

 

 

 

 

 

 

 

 

 

 

$

28,000

 

 

$

41,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt - Fixed Rate (b)

 

 

 

 

 

 

 

 

 

 

 

$

967,667

 

 

$

899,650

 

Total Debt - Variable Rate (c)

 

 

 

 

 

 

 

 

 

 

 

 

524,202

 

 

 

538,736

 

Total Debt

 

 

 

 

 

 

 

 

 

 

 

 

1,491,869

 

 

 

1,438,386

 

Net unamortized debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

(10,919

)

 

 

(14,833

)

Unamortized premium

 

 

 

 

 

 

 

 

 

 

 

 

779

 

 

 

856

 

Total Indebtedness

 

 

 

 

 

 

 

 

 

 

 

$

1,481,729

 

 

$

1,424,409

 

 

(a)

At September 30, 2018, the stated rates ranged from LIBOR + 1.70% to LIBOR +1.90% for Core variable-rate debt; LIBOR + 1.39% for Fund II variable-rate debt; LIBOR + 2.65% to LIBOR + 4.65% for Fund III variable-rate debt; LIBOR + 1.60% to LIBOR +3.95% for Fund IV variable-rate debt; LIBOR + 2.15% to LIBOR + 2.25% for Fund V variable-rate debt; LIBOR + 1.25% for Core variable-rate unsecured term loans; and LIBOR + 1.35% for Core variable-rate unsecured lines of credit.

(b)

Includes $575.5 million and $504.0 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.

(c)

Includes $143.8 million and $141.1 million, respectively, of variable-rate debt that is subject to interest cap agreements.

Credit Facility

On February 20, 2018, the Company entered into a $500.0 million senior unsecured credit facility (the “Credit Facility”), comprised of a $150.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at LIBOR + 1.35%, and a $350.0 million senior unsecured term loan (the “Term Loan”) which bears interest at LIBOR + 1.25%. The Credit Facility refinanced the Company’s existing $300.0 million credit facility (comprised of the $150.0 million Core unsecured revolving line of credit and the $150.0 million term loan), $150.0 million in Core unsecured term loans and repaid a $40.4 million mortgage secured by its 664 North Michigan Property. The Revolver and Term Loans mature on March 31, 2022 and March 31, 2023, respectively.

Mortgages Payable

During the nine months ended September 30, 2018, the Company obtained four new non-recourse Fund mortgages totaling $109.5 million with a weighted-average interest rate of LIBOR + 1.99% collateralized by four properties and maturing in 2021. The Company entered into interest rate swap contracts to effectively fix the variable portion of the interest rates of three of these obligations with a notional value of $86.6 million at an interest rate of 2.75%. In addition, the Company drew down $9.8 million on a Fund III construction loan. During the nine months ended September 30, 2018, the Company repaid one Core mortgage in full, which had a balance of $40.4 million and an interest rate of LIBOR + 1.65%, and two Fund IV mortgages in full, which had balances of $15.5 million and $2.3 million and interest rates of LIBOR + 2.15% and 3.40%, respectively. The Company also made scheduled principal payments of $5.1 million. At September 30, 2018 and December 31, 2017, the Company’s mortgages were collateralized by 43 and 42 properties, respectively, and the related tenant leases. Certain loans are cross-collateralized and contain cross-default provisions. The loan agreements contain customary representations, covenants and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and leverage ratios. A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

The mortgage loan related to Brandywine Holdings in the Company’s Core Portfolio, which was originated in June 2006 and had an original principal amount of $26.3 million, was in default and subject to litigation at September 30, 2018 and December 31, 2017. This loan bears interest at 6.00%, excluding default interest of 5%, and is collateralized by a property, in which the Company holds a 22% controlling interest.

Unsecured Notes Payable

Unsecured notes payable for which total availability was $106.6 million and $70.3 million at September 30, 2018 and December 31, 2017, respectively, are comprised of the following:

 

As discussed above, the Core unsecured term loans totaling $300.0 million were refinanced in February 2018, into one $350.0 million term loan with an interest rate of LIBOR+ 1.25% and maturing in March 2023. The outstanding balance of the Core term loans was $350.0 million and $300.0 million, respectively, at September 30, 2018 and December 31, 2017. During the nine months ended September 30, 2018, the Company entered into an interest rate swap contract to effectively fix the variable portion of the interest rate with a notional value of $50.0 million at an interest rate of 2.80%. The Company previously entered into swap agreements fixing the rates of the remaining Core term loans.

 

Fund II has a $40.0 million term loan secured by the real estate assets of City Point Phase II and guaranteed by the Company and the Operating Partnership. The outstanding balance of the Fund II term loan was $37.0 million and $31.5 million at September 30, 2018 and December 31, 2017, respectively. Total availability was $3.0 million and $8.5 million at September 30, 2018 and December 31, 2017, respectively.

 

At Fund IV there are a $41.8 million bridge facility and a $21.5 million subscription line. The outstanding balance of the Fund IV bridge facility was $40.8 million at each of September 30, 2018 and December 31, 2017. Total availability was $1.0 million at each of September 30, 2018 and December 31, 2017. The outstanding balance of the Fund IV subscription line was $0.0 million and total available credit was $14.1 million at each of September 30, 2018 and December 31, 2017, reflecting letters of credit of $7.4 million.

 

Fund V has a $150.0 million subscription line collateralized by Fund V’s unfunded capital commitments and guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $61.5 million and $88.5 million, respectively at September 30, 2018. The outstanding balance and total available credit of the Fund V subscription line was $103.3 million and $46.7 million, respectively at December 31, 2017.


Unsecured Revolving Line of Credit

As discussed above, the Core unsecured revolving line of credit was refinanced in February 2018. The Company had a total of $109.7 million and $96.2 million, respectively, available under its $150.0 million Core unsecured revolving lines of credit reflecting borrowings of $28.0 million and $41.5 million, respectively, and letters of credit of $12.3 million at each of September 30, 2018 and December 31, 2017. At September 30, 2018 and December 31, 2017, a portion of the Core unsecured revolving line of credit was swapped to a fixed rate.

Scheduled Debt Principal Payments

The scheduled principal repayments of the Company’s consolidated indebtedness, as of September 30, 2018 are as follows (in thousands):

 

Year Ending December 31,

 

 

 

 

2018 (Remainder)

 

$

38,938

 

2019

 

 

192,839

 

2020

 

 

468,162

 

2021

 

 

180,514

 

2022

 

 

76,529

 

Thereafter

 

 

534,887

 

 

 

 

1,491,869

 

Unamortized premium

 

 

779

 

Net unamortized debt issuance costs

 

 

(10,919

)

Total indebtedness

 

$

1,481,729

 

 

See Note 4 for information about liabilities of the Company’s unconsolidated affiliates.