NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2014 |
Notes Payable [Abstract] | ' |
NOTES PAYABLE | ' |
NOTES PAYABLE |
As of September 30, 2014 and December 31, 2013, the Company’s notes payable, including notes payable related to real estate held for sale, consisted of the following (dollars in thousands): |
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Loan Type | | Book Value as of | | Book Value as of | | Contractual | | Weighted-Average | | Weighted-Average |
September 30, 2014 | December 31, 2013 | Interest Rates as of | Interest Rates as of | Remaining Term |
| | September 30, 2014 (1) | September 30, 2014 (1) | in Years (2) |
Fixed Rate | | | | | | | | | | |
Mortgage loans | | $ | 62,200 | | | $ | 165,399 | | | 5.90% | | 5.90% | | 2 |
|
GKK Properties mortgage loans | | 420,502 | | | 600,694 | | | 5.1% - 6.8% | | 5.80% | | 3.9 |
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| | 482,702 | | | 766,093 | | | | | | | |
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Variable Rate | | | | | | | | | | |
Mortgage loans | | 181,249 | | | 210,400 | | | One-month LIBOR + 1.80% | | 2.00% | | 1.3 |
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GKK Properties mortgage loans | | 40,000 | | | — | | | One-month LIBOR + 3.00% | | 3.20% | | 2.7 |
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| | 221,249 | | | 210,400 | | | | | | | |
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Total notes payable principal outstanding | | 703,951 | | | 976,493 | | | | | | | |
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Discount on notes payable, net (3) | | (7,139 | ) | | (14,211 | ) | | | | | | |
Total notes payable, net | | $ | 696,812 | | | $ | 962,282 | | | | | | | |
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(1) Contractual interest rates as of September 30, 2014 represent the range of interest rates in effect under these loans as of September 30, 2014. Weighted-average interest rates as of September 30, 2014 are calculated as the actual interest rates in effect under these loans as of September 30, 2014 (consisting of the contractual interest rates), using interest rate indices as of September 30, 2014, where applicable. |
(2) Weighted-average remaining term in years represents the initial maturity dates or the maturity dates as extended as of September 30, 2014; subject to certain conditions, the maturity dates of certain loans may be further extended. |
(3) Represents the unamortized discount and premium on notes payable due to the above- and below-market interest rates when the loans were assumed. The discount and premium are amortized over the remaining life of the respective loan. |
As of September 30, 2014 and December 31, 2013, the Company’s deferred financing costs were $2.4 million and $1.9 million, respectively, net of amortization. During the three and nine months ended September 30, 2014, the Company incurred interest expense, net of discontinued operations, of $10.0 million and $36.6 million, respectively. During the three and nine months ended September 30, 2013, the Company incurred interest expense, net of discontinued operations, of $15.9 million and $46.2 million, respectively. Included in interest expense was: (i) the amortization of deferred financing costs of $0.4 million and $1.1 million for the three and nine months ended September 30, 2014 and $0.2 million and $0.6 million for the three and nine months ended September 30, 2013, respectively and (ii) the amortization of discount and premium on notes payable, which increased interest expense by $0.6 million and $2.8 million for the three and nine months ended September 30, 2014 and $0.6 million and $1.9 million for the three and nine months ended September 30, 2013, respectively. As of September 30, 2014 and December 31, 2013, $3.8 million and $7.9 million of interest was payable, respectively. |
The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of September 30, 2014 (in thousands): |
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October 1, 2014 through December 31, 2014 | $ | 4,159 | | | | | | | | | | | | |
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2015 | 50,654 | | | | | | | | | | | | |
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2016 | 321,758 | | | | | | | | | | | | |
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2017 | 159,175 | | | | | | | | | | | | |
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2018 | 8,651 | | | | | | | | | | | | |
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Thereafter | 159,554 | | | | | | | | | | | | |
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| $ | 703,951 | | | | | | | | | | | | |
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The following summarizes the activity related to notes payable for the nine months ended September 30, 2014 (in thousands): |
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Total notes payable, net - December 31, 2013 | $ | 962,282 | | | | | | | | | | | | |
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Proceeds from notes payable | 42,500 | | | | | | | | | | | | |
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Deferred interest payable | 637 | | | | | | | | | | | | |
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Extinguishment of debt - discounted payoff agreement | (26,825 | ) | | | | | | | | | | | |
Extinguishment of debt - foreclosure or deed-in-lieu of foreclosure | (54,037 | ) | | | | | | | | | | | |
Principal repayments | (230,508 | ) | | | | | | | | | | | |
Amortization of discount and premium on notes payable, net | 2,763 | | | | | | | | | | | | |
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Total notes payable, net - September 30, 2014 | $ | 696,812 | | | | | | | | | | | | |
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Significant Transactions |
Citizens Bank Portfolio Mortgage Loan |
On May 29, 2014, the Company, through an indirect wholly owned subsidiary, entered into a three-year mortgage loan with an unaffiliated lender, for borrowings of $40.0 million (the “Committed Amount”) secured by 52 Citizens Bank branch properties (the “Citizens Bank Portfolio Mortgage Loan”). The Citizens Bank Portfolio Mortgage Loan matures on June 1, 2017, with a one-year extension option, subject to certain terms and conditions contained in the loan documents. The Citizens Bank Portfolio Mortgage Loan bears interest at a floating rate of 300 basis points over one-month LIBOR. Monthly payments are interest-only. The Committed Amount must be reduced to $35.0 million as of May 29, 2015 and $30.0 million as of May 29, 2016. In addition, the Committed Amount must not be greater than $25.0 million as of May 29, 2017 for the Company to be permitted to exercise its extension option. |
The Company used proceeds from the Citizens Bank Portfolio Mortgage Loan closing and cash on hand to repay the $63.1 million outstanding principal balance due under the previous loan secured by 52 Citizens Bank branch properties (the “CRE Mortgage Loan”). The CRE Mortgage Loan bore interest at 8.24% and was scheduled to mature July 1, 2036. |
The Company, the borrower under the Citizens Bank Portfolio Mortgage Loan and two of the Company’s wholly owned subsidiaries, jointly and severally, are providing a guaranty of 100% of the principal outstanding and any and all other sums outstanding under or relating to the Citizens Bank Portfolio Mortgage Loan on the date the loan becomes due and payable in full. |
BBD2 Loan |
On April 16, 2014, the Company entered into an amendment (the “Fourth Amendment”) with respect to a mortgage loan the Company assumed pursuant to the Settlement Agreement (the “BBD2 Loan”). Pursuant to the terms of the Fourth Amendment, the Company paid to the lender under the BBD2 Loan (the “BBD2 Lender”) the amount of $52.0 million, $7.0 million of which was drawn from a reserve fund. The $52.0 million payment was applied to the outstanding balance of the BBD2 Loan free of defeasance, prepayment or any other fees, costs, expenses, restrictions or obligations of any type. Among other modifications, the Company and the BBD2 Lender also agreed upon a revised method of calculating operating income and the removal of the limitation on the number of times an event causing the imposition of a “cash trap” event could be cured by the Company under the BBD2 Loan Agreement, as disclosed in the Fourth Amendment. As of September 30, 2014, the outstanding principal balance for BBD2 Loan was $138.9 million. |
Loan Maturities and Defaults |
During the nine months ended September 30, 2014, the Company: entered into a discounted payoff agreement with respect to a loan secured by one of the Company’s historical real estate investments with an outstanding principal balance of $26.8 million (the “Bridgeway Technology Center Mortgage Loan”); entered into a deed-in-lieu of foreclosure and transferred GKK Properties that secured a mortgage loan the Company assumed pursuant to the Settlement Agreement with an outstanding principal balance of $6.1 million (the “BOA Windsor Mortgage Portfolio Loan”) to the lender in full satisfaction of the debt and other obligations due under the loan; transferred a GKK Property that secured a mortgage loan the Company assumed pursuant to the Settlement Agreement with an outstanding principal balance of $37.6 million (the “801 Market Street Mortgage Loan”) to the lender in connection with a foreclosure; and transferred a GKK Property that secured a mortgage loan the Company assumed pursuant to the Settlement Agreement with an outstanding principal balance of $14.6 million (the “Jenkins Court Mortgage Loan”) to the lender in connection with a foreclosure. During the three and nine months ended September 30, 2014, the Company recorded gain from extinguishment of debt of $16.2 million and $21.3 million, respectively. |
Bridgeway Technology Center Mortgage Loan |
Beginning in June 2013, the Company failed to meet the monthly debt service payment requirements of the Bridgeway Technology Center Mortgage Loan and defaulted on this loan. As a result of the default, on June 12, 2013, the lender declared the total outstanding principal amount of $26.8 million together with any accrued interest, applicable default interest and any other interest and late charges immediately due and payable. The Bridgeway Technology Center Mortgage Loan matured on August 1, 2013. On April 14, 2014, the Company entered into an agreement with the lender to satisfy all amounts owed under the Bridgeway Technology Center Mortgage Loan, including the outstanding principal balance of $26.8 million and accrued and unpaid interest of $2.1 million, at a discounted payoff amount of $25.6 million, resulting in a gain on extinguishment of debt of $3.3 million. |
BOA Windsor Mortgage Portfolio Loan |
The BOA Windsor Mortgage Portfolio Loan matured on October 31, 2012 and on February 14, 2013, proceedings relating to the foreclosure of the properties securing the loan were commenced. On February 21, 2014, the Company entered into agreements for deed-in-lieu of foreclosure and transferred the properties securing the BOA Windsor Mortgage Portfolio Loan to the lender in full satisfaction of the debt and other obligations due under the loan. |
As a result of the deed-in-lieu of foreclosure, the Company recorded a gain on extinguishment of debt of $1.8 million, which represents the difference between the carrying amount of the outstanding debt and other liabilities of approximately $7.0 million and the carrying value of the real estate properties and other assets which secured the loan of approximately $5.2 million, upon transfer of the properties securing the loan. Included in this gain on extinguishment of debt is a gain on the settlement of debt of $0.4 million, which represents the difference between the carrying value of the liabilities and the estimated fair value of the assets transferred to the lender, and a gain on the transfer of real estate assets of $1.4 million, which represents the difference between the estimated fair value and the carrying value of the real estate assets as of the date of transfer. |
801 Market Street Mortgage Loan |
The 801 Market Street Mortgage Loan matured on February 1, 2013 and as a result of the maturity, the lender commenced foreclosure proceedings and sought a judgment against the Company in the amount of $35.3 million, together with additional interest, fees, charges and costs recoverable under the loan documents. Effective as of June 17, 2013, the Company and the lender agreed to the appointment of a receiver to manage the property securing the 801 Market Street Mortgage Loan (“801 Market Street”) during the foreclosure proceedings. Upon the appointment of a receiver, the Company was precluded from any participation in the management of, or access to income or any financial information with respect to, 801 Market Street. The foreclosure sale of 801 Market Street took place on July 1, 2014 and title to the property transferred to the purchaser as of August 9, 2014, at which point the Company derecognized the property. In connection with the transfer of title to 801 Market Street to the purchaser, the lender released the Company from all debt and other obligations due under the 801 Market Street Mortgage Loan, with the exception of certain obligations of the Company described in the transaction documents which survive the transfer of title to 801 Market Street to the purchaser. |
During the nine months ended September 30, 2014, the Company recorded revenues and expenses of $4.1 million and $5.0 million, respectively, related to 801 Market Street. During the nine months ended September 30, 2013, the Company recorded revenues and expenses of $6.5 million and $6.8 million, respectively, related to 801 Market Street. The Company was not involved in the management of, and was unable to obtain any financial information related to, 801 Market Street between the time the receiver was appointed and the time title to the property transferred to the purchaser. Revenues and expenses during this period were estimated primarily based on historical operations of 801 Market Street prior to the appointment of the receiver. |
As a result of the foreclosure sale, the Company recorded a gain on extinguishment of debt of $12.6 million, which represents the difference between the carrying amount of the outstanding debt and other liabilities of approximately $43.8 million and the carrying value of 801 Market Street and the other assets which secured the loan of approximately $31.2 million, upon transfer of the assets securing the loan. Included in this gain on extinguishment of debt is a gain on the settlement of debt of $11.0 million, which represents the difference between the carrying value of the liabilities and the estimated fair value of the assets transferred, and a gain on the transfer of real estate of $1.6 million, which represents the difference between the estimated fair value and the carrying value of 801 Market Street and other assets securing the 801 Market Street Mortgage Loan as of the date of transfer. |
Jenkins Court Mortgage Loan |
Beginning in June 2013, the Company failed to meet the monthly debt service payment requirements of the Jenkins Court Mortgage Loan and defaulted on this loan. On or about August 20, 2013, the lender commenced foreclosure proceedings and sought a judgment against the Company in the amount of $13.2 million, together with additional interest, fees, charges and costs recoverable under the loan documents. Effective as of September 24, 2013, the Company and the lender agreed to the appointment of a receiver to manage the property securing the loan (“Jenkins Court”) during the foreclosure proceedings. Upon the appointment of a receiver, the Company was precluded from any participation in the management of, or access to income or any financial information with respect to, Jenkins Court. The foreclosure sale of Jenkins Court took place on June 3, 2014 and title to Jenkins Court transferred to the purchaser as of July 24, 2014, at which point, the Company derecognized Jenkins Court. In connection with the transfer of title to the purchaser, the lender released the Company from all debt and other obligations related to the Jenkins Court Mortgage Loan, with the exception of certain obligations of the Company described in the transaction documents which survive the transfer of title to Jenkins Court to the purchaser. |
During the nine months ended September 30, 2014, the Company recorded revenues and expenses of $1.3 million and $2.6 million, respectively, related to Jenkins Court. During the nine months ended September 30, 2013, the Company recorded revenues and expenses of $1.8 million and $2.9 million, respectively, related to Jenkins Court. The Company was not involved in the management of, and was unable to obtain any financial information related to, Jenkins Court between the time the receiver was appointed and the time title to Jenkins Court transferred to the purchaser. Revenues and expenses during this period were estimated primarily based on historical operations of Jenkins Court prior to the appointment of the receiver. |
As a result of the foreclosure sale, the Company recorded a gain on extinguishment of debt of $3.6 million, which represents the difference between the carrying amount of the outstanding debt and other liabilities of approximately $12.2 million and the carrying value of Jenkins Court and the other assets which secured the loan of approximately $8.6 million, upon transfer of the assets securing the loan. Included in this gain on extinguishment of debt is a gain on the settlement of debt of $0.8 million, which represents the difference between the carrying value of the liabilities and the estimated fair value of the assets transferred, and a gain on the transfer of real estate of $2.8 million, which represents the difference between the estimated fair value and the carrying value of the real estate property and other assets securing the Jenkins Court Mortgage Loan as of the date of transfer. |
Debt Covenants |
The documents evidencing the Company’s outstanding debt obligations typically require that specified loan-to-value and debt service coverage ratios be maintained with respect to the financed properties. A breach of the financial covenants in these documents may result in the lender imposing additional restrictions on the Company’s operations, such as restrictions on the Company’s ability to incur additional debt, or may allow the lender to impose “cash traps” with respect to cash flow from the property securing the loan. In addition, such a breach may constitute an event of default and the lender could require the Company to repay the debt immediately. If the Company fails to make such repayment in a timely manner, the lender may be entitled to take possession of any property securing the loan. As of September 30, 2014, the Company was in compliance with these debt covenants. |