NOTES PAYABLE

12 Months Ended

Dec. 31, 2019

As of December 31, 2019 and 2018, the Company’s notes payable consisted of the following (in thousands):


	Book Value as of December 31, 2019		Book Value as of December 31, 2018		Contractual Interest Rate ⁽¹⁾	Effective Interest Rate ⁽¹⁾	Payment Type	Maturity Date
Springmaid Beach Resort Mortgage Loan ⁽²⁾	$	56,536	$	37,280	One-month LIBOR +2.25% ⁽²⁾	5.75%	Principal & Interest	08/10/2022
Q&C Hotel Mortgage Loan ⁽³⁾	25,000		23,551		One-month LIBOR + 2.50% ⁽³⁾	4.50%	Principal & Interest	12/23/2022
2200 Paseo Verde Mortgage Loan ⁽⁴⁾	—		7,947		⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	⁽⁴⁾
Lincoln Court Mortgage Loan	34,615		33,500		One-month LIBOR + 1.75%	3.44%	Interest Only	06/01/2020
Lofts at NoHo Commons Mortgage Loan ⁽⁵⁾	73,862		72,100		One-month LIBOR + 2.18%	3.93%	Interest Only	09/09/2021
210 West 31st Street Mortgage Loan ⁽⁶⁾	20,000		38,041		One-month LIBOR + 3.00%	4.71%	Interest Only	12/16/2020 ⁽⁶⁾
Oakland City Center Mortgage Loan ⁽⁷⁾	95,989		94,500		One-month LIBOR + 1.75%	3.44%	Interest Only ⁽⁷⁾	09/01/2022
Madison Square Mortgage Loan ⁽⁸⁾	23,593		21,895		One-month LIBOR + 4.05% ⁽⁸⁾	5.79%	Interest Only	10/09/2020
Total notes payable principal outstanding	329,595		328,814
Deferred financing costs, net	(3,600)		(2,271)
Total notes payable, net	$	325,995	$	326,543

_____________________

⁽¹⁾ Contractual interest rate represents the interest rate in effect under the loan as of December 31, 2019. Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2019 (consisting of the contractual interest rate, contractual floor rates and the effects of interest rate caps, if applicable), using interest rate indices at December 31, 2019, where applicable.

⁽²⁾As of December 31, 2019, $56.5 million had been disbursed to the Company and up to $10.5 million was available for future disbursements, subject to certain terms and conditions contained in the loan documents. The interest rate is variable at the higher of one-month LIBOR + 2.25% or 5.75%.

⁽³⁾On December 23, 2019, the Company closed the refinancing of the Q&C Hotel Mortgage Loan and the maturity date was extended to December 23, 2022. The new interest rate is variable at the higher of one-month LIBOR + 2.5% or 4.5%.

⁽⁴⁾On November 4, 2019, in connection with the disposition of 2200 Paseo Verde, the Company repaid the $8.7 million outstanding principal balance due under the 2200 Paseo Verde Mortgage Loan.

⁽⁵⁾As of December 31, 2019, $73.9 million had been disbursed to the Company and up to $2.1 million is available for future disbursements to be used for tenant improvements and leasing commissions, subject to certain terms and conditions contained in the loan documents.

⁽⁶⁾ On December 16, 2019, the Company closed the refinancing of the 210 West 31st Street Mortgage Loan and the maturity date was extended to December 16, 2020. The previous loan amount was fully repaid and the new loan amount was $20.0 million.

⁽⁷⁾ As of December 31, 2019, $96.0 million had been disbursed to the Company and up to $7.4 million is available for future disbursements to be used for tenant improvements and leasing commissions, subject to certain terms and conditions contained in the loan documents. Beginning October 1, 2020, monthly payments will include principal and interest with principal payments of $110,000 or, in the event the Company repays any principal of the loan amount, with principal payments calculated using an amortization schedule of 30 years and an annual interest rate of 6.0%, subject to certain terms and conditions contained in the loan documents.

⁽⁸⁾ As of December 31, 2019, $23.6 million had been disbursed to the Company and up to $10.5 million is available for future disbursements to be used for tenant improvements and leasing expenses, subject to certain terms and conditions contained in the loan documents. The Madison Square Mortgage Loan bears interest at a floating rate of 405 basis points over one-month LIBOR, but at no point shall the interest rate be less than 5.05%. The property securing this mortgage loan was formerly known as Grace Court and was re-named Madison Square in connection with the Company’s re-branding strategy of the property.

During the years ended December 31, 2019, 2018 and 2017, the Company incurred $19.9 million, $14.7 million and $8.8 million, respectively, of interest expense. Included in interest expense was: (i) the amortization of deferred financing costs of $1.8 million, $1.7 million and $1.6 million for the years ended December 31, 2019, 2018 and 2017, respectively, (ii) the capitalization of interest to building and improvements related to its redevelopment project at 210 West 31st Street of $0, $3.9 million and $4.1 million for the years ended December 31, 2019, 2018 and 2017, and (iii) unrealized losses of $63,000, $23,000 and $0.1 million on interest rate cap agreements for the years ended December 31, 2019, 2018 and 2017. As of December 31, 2019 and 2018, the Company’s interest payable was $0.8 million and $1.4 million, respectively, which is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of December 31, 2019 (in thousands):


2020	$	79,931
2021	76,575
2022	173,089

	$	329,595

The Company’s notes payable contain financial and non-financial debt covenants. As of December 31, 2019, the Company was in compliance with all debt covenants, except that the borrower under the Madison Square Mortgage Loan was out of debt service coverage compliance. Such non-compliance does not constitute an event of default under the loan agreement. As a result of such non-compliance, the Company is required to maintain an interest shortfall reserve.

The Company’s note payable with respect to the Springmaid Beach Resort Mortgage Loan requires the Company to maintain a minimum working capital reserve in an amount sufficient to fund the working capital requirements of the Springmaid Beach Resort through the off-peak season, which amount shall be reduced by any amounts for working capital reserved by the third-party hotel operator. The working capital reserve was included in restricted cash on the accompanying consolidated balance sheets.