Mortgage Notes Payable | NOTE 11 - MORTGAGE NOTES PAYABLE On December 18, 2013: (i) Justice Operating Company, LLC, a Delaware limited liability company (“Operating”), entered into a loan agreement (“Mortgage Loan Agreement”) with Bank of America (“Mortgage Lender”); and (ii) Justice Mezzanine Company, a Delaware limited liability company (“Mezzanine”), entered into a mezzanine loan agreement (“Mezzanine Loan Agreement” and, together with the Mortgage Loan Agreement, the “Loan Agreements”) with ISBI San Francisco Mezz Lender LLC (“Mezzanine Lender” and, together with Mortgage Lender, the “Lenders”). The Partnership is the sole member of Mezzanine, and Mezzanine is the sole member of Operating. The Loan Agreements provide for a $97,000,000 Mortgage Loan and a $20,000,000 Mezzanine Loan. The proceeds of the Loan Agreements were used to fund the redemption of limited partnership interests and the pay-off of the prior mortgage. The Mortgage Loan is secured by the Partnership’s principal asset, the Hilton San Francisco-Financial District (the “Property”). The Mortgage Loan bears an interest rate of 5.275% per annum and matures in January 2024. The term of the loan is 10 years with interest only due in the first three years and principle and interest on the remaining seven years of the loan based on a thirty-year amortization schedule. The Mortgage Loan also requires payments for impounds related to property tax, insurance and capital improvement reserves. As additional security for the Mortgage Loan, there is a limited guaranty (“Mortgage Guaranty”) executed by Portsmouth in favor of the Mortgage Lender. The Mezzanine Loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The Mezzanine Loan had an interest rate of 9.75% per annum and a maturity date of January 1, 2024. Interest only payments were due monthly. On July 31, 2019, Mezzanine refinanced the Mezzanine Loan by entering into a new mezzanine loan agreement (“New Mezzanine Loan Agreement”) with Cred Reit Holdco LLC in the amount of $20,000,000. The prior Mezzanine Loan was paid off. Interest rate on the new mezzanine loan is 7.25% and the loan matures on January 1, 2024. Interest only payments are due monthly. As additional security for the new mezzanine loan, there is a limited guaranty executed by the Partnership and Portsmouth in favor of Cred Reit Holdco LLC (the “Mezzanine Guaranty” and, together with the Mortgage Guaranty, the “Guaranties”). The Guaranties are limited to what are commonly referred to as “bad boy” acts, including: (i) fraud or intentional misrepresentations; (ii) gross negligence or willful misconduct; (iii) misapplication or misappropriation of rents, security deposits, insurance or condemnation proceeds; and (iv) failure to pay taxes or insurance. The Guaranties are full recourse guaranties under identified circumstances, including failure to maintain “single purpose” status which is a factor in a consolidation of Operating or Mezzanine in a bankruptcy of another person, transfer or encumbrance of the Property in violation of the applicable loan documents, Operating or Mezzanine incurring debts that are not permitted, and the Property becoming subject to a bankruptcy proceeding. Pursuant to the Guaranties, the Partnership is required to maintain a certain minimum net worth and liquidity. Effective as of May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain a certain net worth and liquidity. As of June 30, 2020 and 2019, InterGroup is in compliance with both requirements. However, due to the Hotel’s current low occupancy and its negative impact on the Hotel’s cash flow, Justice Operating Company, LLC is not meeting certain of its loan covenants such as the Debt Service Coverage Ratio (“DSCR”) which would trigger the creation of a lock-box and cash sweep by the Lender for all cash collected by the Hotel, and under certain terms, would allow the Lender to request Operating to replace its hotel management company. The DSCR for Operating has been below 1.00 for the last two quarters during fiscal year 2020 while it is required to maintain a DSCR of at least 1.10 to 1.00 for two consecutive quarters. However, such lockbox has been created and utilized from the loan inception and will be in place up to loan maturity regardless of the DSCR. Each of the Loan Agreements contains customary representations and warranties, events of default, reporting requirements, affirmative covenants and negative covenants, which impose restrictions on, among other things, organizational changes of the respective borrower, operations of the Property, agreements with affiliates and third parties. Each of the Loan Agreements also provides for mandatory prepayments under certain circumstances (including casualty or condemnation events) and voluntary prepayments, subject to satisfaction of prescribed conditions set forth in the Loan Agreements. In August 2018, $1,005,000 was drawn from the Company’s RLOC with CIBC to pay off a mortgage note payable on its single-family house located in Los Angeles, California. In September 2018, the Company obtained a new mortgage in the amount of $1,000,000 on the same property. The interest rate on the new loan is fixed at 4.75% per annum for the first five years and variable for the remaining of the term. The note matures in October 2048. $995,000 received as a result of the refinance was used to pay down the RLOC. In April 2020, the Company refinanced its $8,453,000 and $2,469,000 mortgage notes payable on its 151-unit apartment complex in Parsippany, New Jersey and obtained a new mortgage note payable for $18,370,000. The Company received net proceeds of $6,814,000 as a result of the refinance. Interest rate on the mortgage is fixed at 3.17% for ten years and the mortgage matures in May 2030. The Company recorded loss on debt extinguishment of approximately $687,000 as a result of the refinance which represent prepayment premium on prior mortgage notes payables. In June 2020, the Company refinanced its $1,274,000 mortgage note payable on its 9-unit apartment complex in Marina del Rey, California and obtained a new mortgage note payable for $2,600,000. The Company received net proceeds of $1,144,000 as a result of the refinance. Interest rate on the mortgage is fixed at 3.09% for ten years and the mortgage matures in July 2030. Each mortgage notes payable is secured by real estate or the Hotel. As of June 30, 2020 and 2019, the mortgage notes payables are summarized as follows: As of June 30, 2020 Number Note Note Property of Units Origination Date Maturity Date Mortgage Balance Interest Rate SF Hotel 544 rooms December 2013 January 2024 $ 92,292,000 5.28 % SF Hotel 544 rooms July 2019 January 2024 20,000,000 7.25 % Mortgage notes payable - Hotel 112,292,000 Debt issuance costs (896,000 ) Total mortgage notes payable - Hotel $ 111,396,000 Florence 157 March 2015 April 2025 $ 3,150,000 3.87 % Las Colinas 358 November 2012 December 2022 16,529,000 3.73 % Morris County 151 April 2020 May 2030 18,341,000 3.17 % St. Louis 264 May 2013 May 2023 5,236,000 4.05 % Los Angeles 4 September 2012 September 2042 333,000 3.75 % Los Angeles 2 September 2012 September 2042 337,000 3.75 % Los Angeles 1 August 2012 September 2042 363,000 3.75 % Los Angeles 31 November 2010 December 2020 4,800,000 4.85 % Los Angeles 30 August 2007 September 2022 5,614,000 5.97 % Los Angeles 14 April 2011 March 2021 1,597,000 5.89 % Los Angeles 12 June 2016 June 2026 2,125,000 3.59 % Los Angeles 9 June 2020 July 2030 2,600,000 3.09 % Los Angeles 9 April 2011 March 2021 1,088,000 5.89 % Los Angeles 8 July 2013 July 2043 428,000 3.75 % Los Angeles 7 August 2012 September 2042 823,000 3.75 % Los Angeles 4 August 2012 September 2042 563,000 3.75 % Los Angeles 1 September 2012 September 2042 388,000 3.75 % Los Angeles 1 September 2018 October 2048 974,000 4.75 % Los Angeles Office April 2016 January 2021 770,000 2.67 % Mortgage notes payable - real estate 66,059,000 Debt issuance costs (447,000 ) Total mortgage notes payable - real estate $ 65,612,000 As of June 30, 2019 Number Note Note Property of Units Origination Date Maturity Date Mortgage Balance Interest Rate SF Hotel 544 rooms December 2013 January 2024 $ 93,746,000 5.28 % SF Hotel 544 rooms December 2013 January 2024 20,000,000 9.75 % Mortgage notes payable - Hotel 113,746,000 Debt issuance costs (659,000 ) Total mortgage notes payable - Hotel $ 113,087,000 Florence 157 March 2015 April 2025 $ 3,222,000 3.87 % Las Colinas 358 November 2012 December 2022 16,974,000 3.73 % Morris County 151 July 2012 August 2022 8,737,000 3.51 % Morris County 151 June 2014 August 2022 2,512,000 4.51 % St. Louis 264 May 2013 May 2023 5,365,000 4.05 % Los Angeles 4 September 2012 September 2042 343,000 3.75 % Los Angeles 2 September 2012 September 2042 347,000 3.75 % Los Angeles 1 August 2012 September 2042 373,000 3.75 % Los Angeles 31 November 2010 December 2020 4,927,000 4.85 % Los Angeles 30 August 2007 September 2022 5,765,000 5.97 % Los Angeles 14 April 2011 March 2021 1,632,000 5.89 % Los Angeles 12 June 2016 June 2026 2,172,000 3.59 % Los Angeles 9 April 2011 May 2021 1,303,000 5.60 % Los Angeles 9 April 2011 March 2021 1,112,000 5.89 % Los Angeles 8 July 2013 July 2043 440,000 3.75 % Los Angeles 7 August 2012 September 2042 846,000 3.75 % Los Angeles 4 August 2012 September 2042 579,000 3.75 % Los Angeles 1 September 2012 September 2042 399,000 3.75 % Los Angeles 1 September 2018 October 2048 990,000 4.75 % Los Angeles Office April 2016 January 2021 806,000 4.91 % Mortgage notes payable - real estate 58,844,000 Debt issuance costs (273,000 ) Total mortgage notes payable - real estate $ 58,571,000 Future minimum payments for all mortgage notes payable are as follows: For the year ending June 30, 2021 $ 11,211,000 2022 3,101,000 2023 28,244,000 2024 108,113,000 2025 3,494,000 Thereafter 24,188,000 $ 178,351,000 |