• Filing Date: 2019-03-08
  • Form Type: 10-K
  • Description: Annual report
v3.10.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Long-Term Debt
Note 14 — Long-Term Debt
The following table summarizes the Company’s long-term debt:

 
 
 
December 31,
 
 
 
2018
 
 
2017
 
3.875% Convertible Senior Notes, due March 15, 2019
 
$
89,990
 
 
$
89,990
 
4.25% Convertible Senior Notes, due March 1, 2037
 
 
143,750
 
 
 
143,750
 
3.95% Promissory note, due through February 17, 2020
 
 
9,125
 
 
 
9,360
 
4% Promissory note, due through February 1, 2031
 
 
7,857
 
 
 
8,348
 
3.75% Promissory note, due through September 1, 2036
 
 
8,290
 
 
 
8,613
 
4.55% Promissory note, due through August 1, 2036
 
 
5,928
 
 
 
 
Capital lease obligation, due through August 15, 2023
 
 
55
 
 
 
 
Total principal amount
 
 
264,995
 
 
 
260,061
 
Less: unamortized discount and issuance costs
 
 
(14,845
)
 
 
(22,226
)
Total long-term debt
 
$
250,150
 
 
$
237,835
 
The following table summarizes future maturities of long-term debt as of December 31, 2018, which takes into consideration the assumption that the 4.25% Convertible Senior Notes are repurchased at the earliest call date.

 
Year
 
 
 
2019
 
$
91,316
 
2020
 
 
10,007
 
2021
 
 
1,172
 
2022
 
 
144,970
 
2023
 
 
1,267
 
Thereafter
 
 
16,263
 
Total
 
$
264,995
 
 
Information with respect to interest expense related to long-term debt is as follows:

 
 
 
Years Ended December 31,
 
 
 
2018
 
 
2017
 
 
2016
 
Interest Expense:
 
 
 
 
 
 
 
 
 
 
 
 
Contractual interest
 
$
10,740
 
 
$
10,424
 
 
$
7,315
 
Non-cash expense (a)
 
 
7,487
 
 
 
6,404
 
 
 
3,529
 
Capitalized interest (b)
 
 
(131
)
 
 
(61
)
 
 
 
Total
 
$
18,096
 
 
$
16,767
 
 
$
10,844
 
 
(a)
Represents amortization of debt discount and issuance costs.
(b)
Interest was capitalized for construction projects.
Convertible Senior Notes
The Company’s Convertible Senior Notes consist of 3.875% Convertible Senior Notes due 2019 (“3.875% Convertible Notes”) and 4.25% Convertible Senior Notes due 2037 (“4.25% Convertible Notes”). The 3.875% Convertible Notes were issued in late 2013 in a private offering for an aggregate principal amount of $103,000. During the first quarter of 2016, the Company repurchased an aggregate of $13,010 in principal, thereby decreasing the aggregate principal balance of its 3.875% Convertible Notes to $89,990. On March 3, 2017, the Company issued 4.25% Convertible Notes in a private offering for an aggregate principal amount of $143,750. The net proceeds of the 4.25% Convertible Notes were $138,775 after $4,975 in related issuance and transaction costs. The following table
summarizes
the principal and interest payment terms of these Convertible Senior Notes:
 
 
 
Convertible Senior Notes
  
Interest Payment Terms
3.875% Convertible Notes, due March 15, 2019
  
Semiannually in arrears: March 15 and September 15
4.25% Convertible Notes, due March 1, 2037
  
Semiannually in arrears: March 1 and September 1
The Convertible Senior Notes rank equally in right of payment to the Company’s existing and future unsecured and unsubordinated obligations. These Convertible Senior Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Convertible Senior Notes provide no protection to the note holders in the event of a fundamental change or other corporate transaction involving the Company except those described in each respective indenture. These Convertible Senior Notes do not require a sinking fund to be established for the purpose of redemption.
 
The following table summarizes information regarding the equity and liability components of the Convertible Senior Notes:
 
 
 
December 31,
 
 
 
2018
 
 
2017
 
Principal amount
 
$
233,740
 
 
$
233,740
 
Unamortized discount
 
 
(11,316
)
 
 
(17,354
)
Liability component – net carrying value before issuance costs
 
$
222,424
 
 
$
216,386
 
Equity component – conversion, net of offering costs
 
$
31,051
 
 
$
31,051
 
Embedded Conversion Feature
The conversion feature of these Convertible Senior Notes is subject to conversion rate adjustments upon the occurrence of specified events (including payment of dividends above a specified amount) but will not be adjusted for any accrued and unpaid interest.
3.875% Convertible Notes
. Since January 2015, the Company’s cash dividends on common stock have exceeded $0.275 per share, resulting in adjustments to the conversion rate of the 3.875% Convertible Notes. Accordingly, as of December 31, 2018, the conversion rate of the Company’s 3.875% Convertible Notes was 16.3645 shares of common stock for each $1 in principal amount, which was the equivalent of approximately $61.11 per share.
4.25% Convertible Notes
. Since May 2018, the Company has paid cash dividends on common stock that exceeds $0.35 per share, resulting in adjustments to the conversion rate of the 4.25% Convertible Notes. Accordingly, as of December 31, 2018, the conversion rate of the Company’s 4.25% Convertible Notes was 16.2915 shares of common stock for each $1 in principal amount, which was the equivalent of approximately $61.38 per share.
The holders of the Convertible Senior Notes may convert all or a portion of their Convertible Senior Notes during specified periods as follows: (1) during any calendar quarter commencing after the calendar quarter ending on the dates specified in each respective indenture, if the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on each applicable trading day; (2) during the five 
business-day
 period after any ten consecutive 
trading-day
 period in which the trading price per $1 principal amount of the Convertible Senior Notes is less than 98% of the product of the last reported sale price and the conversion rate on each such trading day; (3) if specified corporate events, including a change in control, occur; or (4) at any time on or after the dates specified in each respective indenture.
The note holders who elect to convert their Convertible Senior Notes in connection with a fundamental change as described in the indentures will be entitled to a “make-whole” adjustment in the form of an increase in the conversion rate. Upon conversion, the Company has options to satisfy its conversion obligation by paying or delivering cash, shares of its common stock or a combination of cash and shares of its common stock. As of December 31, 2018, none of the conditions allowing the holders of either class of the Convertible Senior Notes to convert had been met.
 
The Company determined that the Convertible Senior Notes’ embedded conversion feature is not a derivative financial instrument but rather is required to be separately accounted for in equity because the Company may elect to settle the conversion option entirely or partially in cash. At issuance, the Company accounted for the equity component of the embedded conversion feature as a reduction in the carrying amount of the debt and an increase in additional 
paid-in
 capital.
Embedded Redemption Feature – Fundamental Change
The note holders have the right to require the Company to repurchase for cash all or any portion of the Convertible Senior Notes at par prior to the maturity date should any of the fundamental change events described in the indentures occur. The Company concluded that this embedded redemption feature is not a derivative financial instrument and that it is not probable at issuance that any of the specified fundamental change events will occur. Therefore, this embedded redemption feature is not substantive and will not affect the expected life of the liability component.
Embedded Redemption Feature – Put Option of the Note Holder
At the option of the holders of the 4.25% Convertible Notes, the Company is required to repurchase for cash all or any portion of the 4.25% Convertible Notes at par on March 1, 2022, March 1, 2027 or March 1, 2032. The Company concluded that this embedded feature is not a derivative financial instrument. In addition, based on economic factors at the time when the 4.25% Convertible Notes were issued, the Company determined it is probable that the note holders will exercise this option. Thus, the Company amortizes the liability component and related issuance costs associated with the 4.25% Convertible Notes over the period from March 3, 2017 to March 1, 2022.
The effective interest rates for the 3.875% Convertible Notes and the 4.25% Convertible Notes, taking into account both cash and 
non-cash
 components, approximate 8.3% and 7.6%, respectively. Had a 
20-year
 term been used for the amortization of the liability component and issuance costs of the 4.25% Convertible Notes, the annual effective interest rate charged to earnings would have been decreased to approximately 5.4%. As of December 31, 2018, the remaining amortization periods of the debt discounts were expected to be 2.5 months for the 3.875% Convertible Notes and 3.2 years for the 4.25% Convertible Notes.
3.95% Promissory Note
On February 27, 2017, the Company converted its outstanding revolving credit facility of $9,441 into a three-year mortgage loan primarily collateralized by a retail shopping center in Melbourne, Florida. Shortly after the loan conversion, the Company withdrew an additional amount of $109, thereby increasing the loan amount to $9,550. The loan bears a fixed annual interest rate of 3.95%. Approximately $50 of principal and interest is payable in 35 monthly installments beginning March 17, 2017 plus a final balloon payment of $8,891 including principal and unpaid interest payable on
February 17, 2020
. The promissory note may be repaid in part or in full at any time without penalty.
 
3.75% Promissory Note
In connection with the business acquisition described in Note 7 — Business Acquisitions, Sorrento PBX, LLC entered into a 
20-year
 secured loan agreement for gross proceeds of $9,000. The loan proceeds were used to finance the acquisition. The loan bears a fixed annual interest rate of 3.75% and is collateralized by the acquired property and the assignment of associated lease agreements. Approximately $53 of principal and interest is payable in 240 monthly installments. The promissory note may be repaid in full after September 1, 2017 as long as the Company provides at least 60 days’ written notice and pays a prepayment premium as specified in the loan agreement. In addition, the lender may require full payment of the outstanding principal and unpaid interest on September 1, 2031 provided a written notice of its intention to call the note is given at least six months in advance.
4% Promissory Note
On January 14, 2016, HCPCI Holdings, LLC, a subsidiary of the Company, entered into a 
15-year
 secured loan agreement for proceeds of $9,200. The loan is collateralized by the Company’s Tampa, Florida real estate, which is owned by HCPCI Holdings, and the lease agreements associated with this property. The loan bears a fixed annual interest rate of 4%. Approximately $68 of principal and interest is payable in 180 monthly installments. The promissory note may be repaid in full after February 1, 2017 as long as the Company provides at least 60 days’ written notice and pays a prepayment premium as specified in the loan agreement. The proceeds were used for real estate development projects or other general business purposes.
4.55% Promissory Note
On July 6, 2018, Century Park Holdings, LLC, a subsidiary of the Company, entered into a 
18-year
 secured loan agreement for proceeds of $6,000. The loan is collateralized by the Company’s Tampa, Florida real estate, which is owned by Century Park Holdings, and the lease agreement associated with this property. The loan bears a fixed annual interest rate of 4.55%. Approximately $41 of principal and interest is payable in 216 monthly installments. The promissory note may be repaid in full or in part after September 1, 2020 as long as the Company provides at least 30 days’ written notice and pays a prepayment consideration as specified in the loan agreement. The proceeds were used for real estate development projects or other general business purposes.