Debt | 9 Months Ended |
Sep. 30, 2013 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
(8) Debt |
The Company’s borrowings consisted of the following (amounts in thousands): |
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| | September 30, | | | December 31, | | | | | | | | | | | |
2013 | 2012 | | | | | | | | | | |
Mortgage loans, effective interest rates ranging from 4.40% to 6.63%, maturing at various dates through July 2022 | | $ | 275,974 | | | $ | 418,864 | | | | | | | | | | | |
Secured term loan, effective interest rate of LIBOR plus 5.50%(1) | | | — | | | | 10,000 | | | | | | | | | | | |
Unsecured term loan, effective interest rates ranging from LIBOR plus 2.15% to LIBOR plus 2.30%, with staggered maturity dates ranging from July 2016 to July 2018(2)(3)(4) | | | 300,000 | | | | 300,000 | | | | | | | | | | | |
Unsecured revolving credit facility, effective interest rate of LIBOR plus 2.25%, maturing January 2015(2)(3)(4) | | | 83,000 | | | | 205,000 | | | | | | | | | | | |
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| | $ | 658,974 | | | $ | 933,864 | | | | | | | | | | | |
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(1) | The Company repaid its $10.0 million secured term loan and its $37.5 million senior secured multi-tranche term loan facility, which was entered into in February 2013, with proceeds from its May 2013 equity offering. | | | | | | | | | | | | | | | | | |
(2) | At September 30, 2013, LIBOR was 0.18%. | | | | | | | | | | | | | | | | | |
(3) | Based on the Company’s leverage ratio at September 30, 2013, the applicable interest rate spread on both the unsecured revolving credit facility and the unsecured term loan tranches decreased on October 16, 2013. For more information see notes 8(b) Debt – Unsecured Term Loan, 8(c) Debt – Unsecured Revolving Credit Facility, and 8(e) Debt – Financial Covenants. | | | | | | | | | | | | | | | | | |
(4) | On October 16, 2013, the Company amended and restated its unsecured revolving credit facility and unsecured term loan. For more information see notes 8(b) Debt – Unsecured Term Loan, 8(c) Debt – Unsecured Revolving Credit Facility, and 8(e) Debt – Financial Covenants. | | | | | | | | | | | | | | | | | |
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(a) Mortgage Loans |
The following table provides a summary of the Company’s mortgage debt at September 30, 2013 and December 31, 2012 (dollars in thousands): |
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Encumbered Property | | Contractual | | Effective | | | Maturity | | | September 30, | | | December 31, | |
Interest Rate | Interest | Date | 2013 | 2012 |
| Rate | | | |
Prosperity Business Center(1) | | 6.25% | | | 5.75 | % | | | January 2013 | | | $ | — | | | $ | 3,242 | |
Cedar Hill(2) | | 6.00% | | | 6.58 | % | | | February 2013 | | | | — | | | | 15,404 | |
10320 Little Patuxent Parkway(2) | | 6.00% | | | 7.29 | % | | | Feb-13 | | | | — | | | | 13,291 | |
1434 Crossways Blvd Building I(2) | | 6.25% | | | 5.38 | % | | | Mar-13 | | | | — | | | | 7,650 | |
Cloverleaf Center(3) | | 6.75% | | | 6.75 | % | | | Oct-14 | | | | — | | | | 16,595 | |
Mercedes Center– Note 1(3) | | 4.67% | | | 6.04 | % | | | Jan-16 | | | | — | | | | 4,677 | |
Mercedes Center – Note 2(3) | | 6.57% | | | 6.3 | % | | | Jan-16 | | | | — | | | | 9,498 | |
Linden Business Center(4) | | 6.01% | | | 5.58 | % | | | Oct-13 | | | | — | | | | 6,747 | |
840 First Street, NE(5) | | 5.18% | | | 6.05 | % | | | Oct-13 | | | | — | | | | 54,704 | |
Annapolis Business Center | | 5.74% | | | 6.25 | % | | | Jun-14 | | | | 8,114 | | | | 8,223 | |
1005 First Street, NE(6)(7) | | LIBOR + 2.75% | | | 5.8 | % | | | Oct-14 | | | | 22,000 | | | | 22,000 | |
Jackson National Life Loan(8) | | 5.19% | | | 5.19 | % | | | Aug-15 | | | | 66,400 | | | | 96,132 | |
Hanover Business Center Building D | | 8.88% | | | 6.63 | % | | | Aug-15 | | | | 288 | | | | 391 | |
Chesterfield Business Center Buildings C,D,G and H | | 8.50% | | | 6.63 | % | | | Aug-15 | | | | 772 | | | | 1,036 | |
440 First Street, NW Construction Loan(7)(9) | | LIBOR + 2.50% | | | 5 | % | | | May-16 | | | | 21,699 | | | | — | |
Gateway Centre Manassas Building I | | 7.35% | | | 5.88 | % | | | Nov-16 | | | | 688 | | | | 833 | |
Hillside Center | | 5.75% | | | 4.62 | % | | | Dec-16 | | | | 13,448 | | | | 13,741 | |
Redland Corporate Center | | 4.20% | | | 4.64 | % | | | November 2017 | | | | 67,336 | | | | 68,209 | |
Hanover Business Center Building C | | 7.88% | | | 6.63 | % | | | Dec-17 | | | | 688 | | | | 791 | |
840 First Street, NE / 500 First Street, NW(10) | | 5.72% | | | 6.01 | % | | | Jul-20 | | | | 37,298 | | | | 37,730 | |
Battlefield Corporate Center | | 4.26% | | | 4.4 | % | | | Nov-20 | | | | 3,889 | | | | 4,003 | |
Chesterfield Business Center Buildings A,B,E and F | | 7.45% | | | 6.63 | % | | | Jun-21 | | | | 1,921 | | | | 2,060 | |
Airpark Business Center | | 7.45% | | | 6.63 | % | | | Jun-21 | | | | 1,048 | | | | 1,123 | |
1211 Connecticut Avenue, NW | | 4.22% | | | 4.47 | % | | | Jul-22 | | | | 30,385 | | | | 30,784 | |
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| | | | | 5.14 | %(11) | | | | | | | 275,974 | | | | 418,864 | |
Unamortized fair value adjustments | | | | | | | | | | | | | (714 | ) | | | (696 | ) |
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Total contractual principal balance | | | | | | | | | | | | $ | 275,260 | | | $ | 418,168 | |
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-1 | The loan was repaid at maturity with borrowings under the Company’s unsecured revolving credit facility. | | | | | | | | | | | | | | | | | |
-2 | The loans were repaid in February 2013 with borrowings under a $37.5 million senior secured multi-tranche term loan facility, which was subsequently repaid in May 2013 with proceeds from the Company’s May 2013 equity offering. 10320 Little Patuxent Parkway was previously referred to as the Merrill Lynch Building. | | | | | | | | | | | | | | | | | |
(3) | In June 2013, the Company sold the majority of its industrial portfolio, which included Mercedes Center. The debt instrument that encumbered Mercedes Center was repaid at the time of sale. In addition, the Company used a portion of the net proceeds received from the sale of its industrial portfolio to repay the mortgage loan that encumbered Cloverleaf Center. | | | | | | | | | | | | | | | | | |
-4 | The loan was repaid in September 2013 with available cash. | | | | | | | | | | | | | | | | | |
(5) | On September 30, 2013, the Company repaid a $53.9 million mortgage loan that encumbered 840 First Street, NE, which was scheduled to mature on October 1, 2013. | | | | | | | | | | | | | | | | | |
(6) | The loan incurs interest at a variable rate of LIBOR plus a spread of 2.75% (with a floor of 5.0%) and matures in October 2014, with a one-year extension at the Company’s option. | | | | | | | | | | | | | | | | | |
-7 | At September 30, 2013, LIBOR was 0.18%. | | | | | | | | | | | | | | | | | |
(8) | At September 30, 2013, the loan was secured by the following properties: Plaza 500, Van Buren Office Park, Rumsey Center, Snowden Center, Greenbrier Technology Center II and Norfolk Business Center. The terms of the loan allow the Company to substitute collateral, as long as certain debt-service coverage and loan-to-value ratios are maintained, or to prepay a portion of the loan, with a prepayment penalty, subject to a debt-service yield. | | | | | | | | | | | | | | | | | |
(9) | At September 30, 2013, the principal balance and the unpaid accrued interest on the 440 First Street, NW construction loan were recourse to the Company. | | | | | | | | | | | | | | | | | |
(10) | On September 30, 2013, the Company repaid a $53.9 million mortgage loan that encumbered 840 First Street, NE, which was scheduled to mature on October 1, 2013. Simultaneously with the repayment of the mortgage debt, the Company encumbered 840 First Street, NE with a $37.3 million mortgage loan that had previously encumbered 500 First Street, NW. | | | | | | | | | | | | | | | | | |
-11 | Weighted average interest rate on total mortgage debt. | | | | | | | | | | | | | | | | | |
On September 30, 2013, the Company repaid a $53.9 million mortgage loan that encumbered 840 First Street, NE, which was scheduled to mature on October 1, 2013. 840 First Street, NE is subject to a tax protection agreement, which requires that the Company maintain a specified minimum amount of debt on the property through March 2018. As a result of this requirement, simultaneously with the repayment of the mortgage debt, the Company encumbered 840 First Street, NE with a $37.3 million mortgage loan that had previously encumbered 500 First Street, NW. The transfer of the mortgage loan did not impact any material terms of the agreement. During the third quarter of 2013, the Company incurred $0.1 million in debt extinguishment charges related to the transfer of the loan and the collateral under such loan. |
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Construction Loan |
On June 5, 2013, the Company entered into a construction loan (the “Construction Loan”) that is collateralized by the Company’s 440 First Street, NW property, which has undergone a major redevelopment since its acquisition. The Construction Loan has a borrowing capacity of up to $43.5 million, of which the Company borrowed $21.7 million in the third quarter. The Construction Loan has a variable interest rate of LIBOR plus a spread of 2.5% and matures in May 2016, with two one-year extension options at the Company’s discretion. The Company can repay all or a portion of the Construction Loan, without penalty, at any time during the term of the loan. At September 30, 2013, per the terms of the loan agreement, the entire outstanding principal balance and all of the outstanding accrued interest was recourse to the Company. The percentage of outstanding principal balance that is recourse to the Company can be reduced upon the property achieving certain operating thresholds. As of September 30, 2013, the Company was in compliance with all the financial covenants of the Construction Loan. |
(b) Unsecured Term Loan |
The table below shows the outstanding balances and the interest rate of the three tranches of the $300.0 million unsecured term loan at September 30, 2013 (dollars in thousands): |
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| | Maturity Date | | | Amount | | | Interest Rate(1) | | | | | | | | |
Tranche A | | | Jul-16 | | | $ | 60,000 | | | LIBOR, plus 215 basis points | | | | | | | | |
Tranche B | | | July 2017 | | | | 147,500 | | | LIBOR, plus 225 basis points | | | | | | | | |
Tranche C | | | Jul-18 | | | | 92,500 | | | LIBOR, plus 230 basis points | | | | | | | | |
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| | | | | | $ | 300,000 | | | | | | | | | | | |
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(1) | The interest rate spread is subject to change based on the Company’s maximum total indebtedness ratio. For more information, see note 8(e) Debt – Financial Covenants. | | | | | | | | | | | | | | | | | |
The term loan agreement contains various restrictive covenants substantially identical to those contained in the Company’s unsecured revolving credit facility, including with respect to liens, indebtedness, investments, distributions, mergers and asset sales. In addition, the agreement requires that the Company satisfy certain financial covenants that are also substantially identical to those contained in the Company’s unsecured revolving credit facility. The agreement also includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the agreement to be immediately due and payable. |
On October 16, 2013, the Company amended and restated the unsecured term loan, to, among other things, divide the unsecured term loan into three $100 million tranches that mature in October 2018, 2019 and 2020, which added over two years of term from the previous maturity dates set forth above. As part of the amendments, the Company reduced its LIBOR spreads to current market rates, eliminated the prepayment lock-outs, eliminated prepayment penalties associated with two tranches of the unsecured term loan, decreased the capitalization rates used to calculate gross asset value in the covenant calculations, and moved to a covenant package more closely aligned with the Company’s strategic plan. As of September 30, 2013, the Company was in compliance with all the financial covenants of the unsecured term loan, which, pursuant to the terms of the amended and restated term loan, reflect the amendments to the financial covenants and such amended covenants are applicable to the Company with respect to the quarter ended September 30, 2013. Based on the Company’s leverage ratio at September 30, 2013, the LIBOR spreads applicable to Tranche A, Tranche B and Tranche C decreased by 70 basis points, 65 basis points and 40 basis points, respectively, on October 16, 2013. |
(c) Unsecured Revolving Credit Facility |
During the third quarter of 2013, the Company used a $33.0 million draw under its unsecured revolving credit facility and available cash to repay a mortgage loan that encumbered 840 First Street, NE. For the three and nine months ended September 30, 2013, the Company’s weighted average borrowings under the unsecured revolving credit facility were $50.4 million and $154.9 million, respectively, with a weighted average interest rate of 2.6% and 2.8%, respectively, compared with weighted average borrowings of $227.4 million and $174.1 million for the three and nine months ended September 30, 2012, respectively. For both the three and nine months ended September 30, 2012, the Company’s unsecured revolving credit facility had a weighted average interest rate of 2.9%. At September 30, 2013, outstanding borrowings under the unsecured revolving credit facility were $83.0 million with a weighted average interest rate of 2.4%. The Company is required to pay an annual commitment fee of 0.25% based on the amount of unused capacity under the unsecured revolving credit facility. |
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On October 16, 2013, the Company amended and restated the unsecured revolving credit facility, to, among other things, increase commitments from $255 million to $300 million. As a result, the available capacity under the unsecured revolving credit facility was $159.2 million as of the date of this filing. The Company’s ability to borrow under the credit facility is subject to its satisfaction of certain financial and restrictive covenants. At September 30, 2013, LIBOR was 0.18% and the applicable spread on the Company’s unsecured revolving credit facility was 225 basis points. As part of the amendment discussed above, the Company reduced its LIBOR spreads to current market rates, decreased the capitalization rates used to calculate gross asset value in the covenant calculations, and moved to a covenant package more closely aligned with the Company’s strategic plan. As of September 30, 2013, the Company was in compliance with all the financial covenants of the unsecured revolving credit facility, which, pursuant to the terms of the amended and restated revolving credit facility, reflect the amendments to the financial covenants and such amended covenants are applicable to the Company with respect to the quarter ended September 30, 2013. Based on the Company’s leverage ratio at September 30, 2013, the applicable interest rate spread on the Company’s unsecured revolving credit facility decreased by 75 basis points on October 16, 2013. |
(d) Interest Rate Swap Agreements |
At September 30, 2013, the Company had fixed LIBOR, at a weighted average interest rate of 1.5%, on $350.0 million of its variable rate debt through twelve interest rate swap agreements. See note 9, Derivative Instruments, for more information about the Company’s interest rate swap agreements. |
(e) Financial Covenants |
The Company’s outstanding corporate debt agreements contain specific financial covenants that may impact future financing decisions made by the Company or may be impacted by a decline in operations. These covenants differ by debt instrument and relate to the Company’s allowable leverage, minimum tangible net worth, fixed charge coverage and other financial metrics. As of September 30, 2013, the Company was in compliance with the covenants of its unsecured term loan and unsecured revolving credit facility and any such financial covenants of its mortgage debt (including the Construction Loan), which, pursuant to the terms of the amended and restated revolving credit facility and unsecured term loan, reflect the amendments to the financial covenants and such amended covenants are applicable to the Company with respect to the quarter ended September 30, 2013. |
The Company’s continued ability to borrow under the unsecured revolving credit facility is subject to compliance with financial and operating covenants, and a failure to comply with any of these covenants could result in a default under the credit facility. These debt agreements also contain cross-default provisions that would be triggered if the Company is in default under other loans, including mortgage loans, in excess of certain amounts. In the event of a default, the lenders could accelerate the timing of payments under the debt obligations and the Company may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on the Company’s liquidity, financial condition, results of operations and ability to make distributions to our shareholders. |
The Company’s unsecured revolving credit facility and unsecured term loan are subject to interest rate spreads that float based on the quarterly measurement of the Company’s maximum consolidated total indebtedness to gross asset value ratio. On October 16, 2013, the Company amended and restated its unsecured revolving credit facility and unsecured term loan. The Company increased the size of the unsecured revolving credit facility from $255 million to $300 million and extended the maturity date of the facility to October 2017, with a one-year extension at the Company’s option. The Company divided its unsecured term loan into three $100 million tranches that mature in October 2018, 2019 and 2020, which added over two years of term from the previous maturity dates. As part of the amendments, the Company reduced its LIBOR spreads to current market rates, eliminated the prepayment lock-outs for the unsecured term loan, eliminated prepayment penalties associated with two tranches of the unsecured term loan, decreased the capitalization rates used to calculate gross asset value in the covenant calculations, and moved to a covenant package more closely aligned with the Company’s strategic plan. The amendments to the unsecured revolving credit facility and unsecured term loan reduced the Company’s borrowing costs, and the Company believes such amendments put it in a stronger position to deploy capital in the future. |
As a result of the Company’s leverage ratio at June 30, 2013, the applicable interest rate spread on the Company’s unsecured revolving credit facility and unsecured term loan decreased by 50 basis points and 25 basis points, respectively, on August 1, 2013. Based on the Company’s leverage ratio at September 30, 2013, the applicable interest rate spread on the unsecured revolving credit facility decreased by 75 basis points and the applicable interest rate spreads on Tranche A, Tranche B and Tranche C of the unsecured term loan decreased by 70 basis points, 65 basis points and 40 basis points, respectively, on October 16, 2013. |