Debt | Debt Our borrowings consisted of the following (dollars in thousands): September 30, December 31, 2014 (1) Mortgage and construction loans, effective interest rates ranging from 4.22% to 6.01%, maturing at various dates through September 2030 (2) $ 313,217 $ 308,637 Unsecured term loan, effective interest rates ranging from LIBOR plus 1.65% to LIBOR plus 2.05%, with staggered maturity dates ranging from October 2018 to October 2020 (2) 300,000 300,000 Unsecured revolving credit facility, effective interest rate of LIBOR plus 1.70%, maturing October 2017 (2) 155,000 205,000 $ 768,217 $ 813,637 (1) The balance at December 31, 2014, includes five mortgage loans that were repaid with the sale of the Richmond Portfolio on March 19, 2015. At December 31, 2014, the mortgage loans had an aggregate principal balance of $3.5 million and were classified within “Liabilities held-for-sale” on our consolidated balance sheet for December 31, 2014. (2) At September 30, 2015, LIBOR was 0.19% . All references to LIBOR in the condensed consolidated financial statements refer to one-month LIBOR. (a) Mortgage and Construction Loans The following table provides a summary of our mortgage and construction loans at September 30, 2015 and December 31, 2014 (dollars in thousands): Encumbered Property Contractual Effective Maturity September 30, December 31, 2014 Jackson National Life Loan (1) 5.19% 5.19% August 2015 $ — $ 64,943 440 First Street, NW (2) LIBOR + 2.50% LIBOR + 2.50% May 2016 32,217 32,216 Storey Park (2) LIBOR + 2.50% LIBOR + 2.50% October 2016 22,000 22,000 Gateway Centre Manassas Building I 7.35% 5.88% November 2016 269 432 Hillside I and II 5.75% 4.62% December 2016 12,644 12,949 Redland Corporate Center Buildings II & III 4.20% 4.64% November 2017 64,866 65,816 Northern Virginia Development Project (2) LIBOR + 1.85% LIBOR + 1.85% September 2019 9,176 — 840 First Street, NE 5.72% 6.01% July 2020 36,054 36,539 Battlefield Corporate Center 4.26% 4.40% November 2020 3,568 3,692 1211 Connecticut Avenue, NW 4.22% 4.47% July 2022 29,257 29,691 1401 K Street, NW 4.80% 4.93% June 2023 36,386 36,861 11 Dupont Circle, NW (3) 4.05% 4.22% September 2030 66,780 — 4.54% (4) 313,217 305,139 Unamortized fair value adjustments (221 ) (370 ) Principal balance 312,996 304,769 Debt Classified within “Liabilities-Held-for-Sale” Richmond Portfolio (5) Hanover Business Center Building D 8.88% 6.63% August 2015 — 104 Chesterfield Business Center Buildings C,D,G and H 8.50% 6.63% September 2015 — 302 Hanover Business Center Building C 7.88% 6.63% December 2017 — 505 Chesterfield Business Center Buildings A,B,E and F 7.45% 6.63% June 2021 — 1,674 Airpark Business Center 7.45% 6.63% June 2021 — 913 — 3,498 Total unamortized fair value adjustments — (73 ) Principal balance — 3,425 Total principal balance $ 312,996 $ 308,194 (1) On July 21, 2015, we prepaid, without penalty, the $64.2 million outstanding balance on our Jackson National Life Loan, which was scheduled to mature in August 2015 and was secured by the following properties: Plaza 500, Van Buren Office Park, Greenbrier Technology Center II, Norfolk Business Center, Snowden Center and Rumsey Center, which was subsequently sold on July 28, 2015 . (2) At September 30, 2015, LIBOR was 0.19% . (3) On August 7, 2015, we entered into a $66.8 million mortgage loan, which encumbers our 11 Dupont Circle, NW property. The new loan, which is interest only until September 1, 2025, has a fixed interest rate of 4.05% , matures on September 1, 2030 and is prepayable in full, without penalty, on or after August 8, 2025. (4) Weighted average interest rate on total mortgage and construction debt. (5) The mortgage loans and unamortized fair value adjustments that encumbered properties within the Richmond Portfolio were classified within “Liabilities held-for-sale” on our consolidated balance sheet at December 31, 2014. The loans were prepaid upon the sale of the Richmond Portfolio on March 19, 2015. On July 21, 2015, we prepaid, without penalty, the $64.2 million outstanding balance on our Jackson National Life Loan, which was scheduled to mature in August 2015 and was secured by the following properties: Plaza 500, Van Buren Office Park, Greenbrier Technology Center II, Norfolk Business Center, Snowden Center and Rumsey Center, which was sold on July 28, 2015. The loan was initially prepaid with a draw from our unsecured revolving credit facility. The draw from our unsecured revolving credit facility was subsequently paid down when we entered into a $66.8 million mortgage loan, which encumbers our 11 Dupont Circle, NW property, on August 7, 2015. The new loan, which is interest only until September 1, 2025, has a fixed interest rate of 4.05% , matures on September 1, 2030 and is prepayable in full, without penalty, on or after August 8, 2025. Land Loan On October 16, 2014, our 97% owned consolidated joint venture that owns Storey Park repaid a $22.0 million loan that encumbered the Storey Park land and was subject to a 5.0% interest rate floor. Simultaneously with the repayment, the joint venture entered into a new $22.0 million land loan with a variable interest rate of LIBOR plus 2.50% . The new loan matures on October 16, 2016 , with a one -year extension at our option, and is repayable in full without penalty at any time during the term of the loan. Per the terms of the loan agreement, $6.0 million of the outstanding principal balance and all of the outstanding accrued interest is recourse to us. As of September 30, 2015, we were in compliance with all the financial covenants of the Storey Park land loan. Construction Loans On June 5, 2013, we entered into a construction loan (the “440 First Street Construction Loan”) that is collateralized by our 440 First Street, NW property, which underwent a major redevelopment that was substantially completed in October 2013. The loan has a borrowing capacity of up to $43.5 million , of which we initially borrowed $21.7 million in 2013 and borrowed an additional $10.5 million in 2014. The 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 our discretion. We can repay all or a portion of the 440 First Street Construction Loan, without penalty, at any time during the term of the loan. At September 30, 2015, per the terms of the loan agreement, 50% of the outstanding principal balance and all of the outstanding accrued interest were recourse to us. The percentage of outstanding principal balance that is recourse to us can be reduced upon the property achieving certain operating thresholds. As of September 30, 2015 , we were in compliance with all of the financial covenants of the 440 First Street Construction Loan. On September 1, 2015, we entered into a construction loan (the “Northern Virginia Construction Loan”) that is collateralized by a to-be-constructed 167,000 square foot office building that is currently in development in Northern Virginia. We currently expect to complete construction of the new building in early 2016 and expect to complete the construction of the tenant improvements in the second half of 2016. The loan has a borrowing capacity of up to $43.7 million , of which we borrowed $9.2 million as of September 30, 2015. The loan has a variable interest rate of LIBOR plus a spread of 1.85% and matures on September 1, 2019 . We can repay all or a portion of the Northern Virginia Construction Loan, without penalty, at any time during the term of the loan. As of September 30, 2015 , we were in compliance with all of the financial covenants of the Northern Virginia Construction Loan. (b) Unsecured Term Loan The table below shows the outstanding balances and the interest rates of the three tranches of the $300.0 million unsecured term loan at September 30, 2015 (dollars in thousands): Maturity Date Amount Interest Rate (1) Tranche A October 2018 $ 100,000 LIBOR, plus 165 basis points Tranche B October 2019 100,000 LIBOR, plus 180 basis points Tranche C October 2020 100,000 LIBOR, plus 205 basis points $ 300,000 (1) At September 30, 2015, LIBOR was 0.19% . The interest rate spread is subject to change based on our 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 our unsecured revolving credit facility, including with respect to liens, indebtedness, investments, distributions, mergers and asset sales. In addition, the agreement requires that we satisfy certain financial covenants that are also substantially identical to those contained in our 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 our Company under the agreement to be immediately due and payable. As of September 30, 2015, we were in compliance with all the financial covenants of the unsecured term loan. (c) Unsecured Revolving Credit Facility During the third quarter of 2015, we borrowed $79.0 million under the unsecured revolving credit facility, $64.2 million of which was used to pay off the Jackson National Life Loan and the remainder was used for general corporate purposes, and repaid $76.0 million of the outstanding balance under the unsecured revolving credit facility with proceeds from a $66.8 million mortgage loan that encumbers 11 Dupont Circle, NW, a portion of the proceeds from the sale of Rumsey Center and available cash. For the three and nine months ended September 30, 2015, our weighted average borrowings under the unsecured revolving credit facility were $164.2 million and $168.9 million , respectively, with a weighted average interest rate of 1.9% for both the three and nine months ended September 30, 2015 compared with weighted average borrowings of $125.9 million and $112.0 million for the three and nine months ended September 30, 2014, respectively, with a weighted average interest rate of 1.7% for both periods in 2014. Our maximum outstanding borrowings were $217.0 million and $218.0 million for the three and nine months ended September 30, 2015, respectively, and $216.0 million for both the three and nine months ended September 30, 2014. At September 30, 2015, outstanding borrowings under the unsecured revolving credit facility were $155.0 million with a weighted average interest rate of 1.9% . At September 30, 2015, LIBOR was 0.19% and the applicable spread on our unsecured revolving credit facility was 170 basis points. The available capacity under the unsecured revolving credit facility was $142.0 million as of the date of this filing. We are required to pay an annual commitment fee of 0.25% based on the amount of unused capacity under the unsecured revolving credit facility. As of September 30, 2015, we were in compliance with all the financial covenants of the unsecured revolving credit facility. For more information, see note 8 (e) Debt – Financial Covenants . (d) Interest Rate Swap Agreements At September 30, 2015, we had eleven interest rate swap agreements outstanding that collectively fixed LIBOR, at a weighted average interest rate of 1.5% , on $300.0 million of our variable rate debt. See note 9 , Derivative Instruments , for more information about our interest rate swap agreements. (e) Financial Covenants Our outstanding corporate debt agreements contain specific financial covenants that may impact future financing decisions made by us or may be impacted by a decline in operations. These covenants relate to our allowable leverage, minimum tangible net worth, fixed charge coverage and other financial metrics. As of September 30, 2015, we were in compliance with the covenants of our unsecured term loan and unsecured revolving credit facility and any such financial covenants of our mortgage debt (including the 440 First Street Construction Loan, the Northern Virginia Construction Loan and the Storey Park land loan). Our 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 we were 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 we 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 our liquidity, financial condition, results of operations and ability to make distributions to our shareholders. Our unsecured revolving credit facility and unsecured term loan are subject to interest rate spreads that float based on the quarterly measurement of our maximum consolidated total indebtedness to gross asset value ratio. Based on our leverage ratio at September 30, 2015, the applicable interest rate spreads on the unsecured revolving credit facility and the unsecured term loan will be unchanged. |