Annual report pursuant to Section 13 and 15(d)

DEBT OBLIGATIONS

v3.8.0.1
DEBT OBLIGATIONS
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
DEBT OBLIGATIONS
DEBT OBLIGATIONS

The following table presents certain information regarding the Company's debt obligations:
 
December 31, 2017
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Obligation/Collateral
Month Issued
 
Outstanding Face Amount
 
Carrying Value
 
Final Stated Maturity
 
Weighted Average Coupon (A)
 
Weighted Average Funding Cost (B)
 
Weighted Average Life (Years)
 
Face Amount of Floating Rate Debt
 
Outstanding Face Amount
 
Carrying Value
Repurchase Agreements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FNMA/FHLMC securities
Dec 2016
 
$

 
$

 
 
—%
 
%
 
0.0
 
$

 
$
600,964

 
$
600,964

Credit Facilities and Capital Leases
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traditional Golf term loan (C)(D)
Jun 2016
 
102,000

 
99,931

 
Jul 2019
 
LIBOR + 4.70%
 
7.92
%
 
1.5
 
102,000

 
102,000

 
98,680

Vineyard II
Dec 1993
 
200

 
200

 
Dec 2043
 
2.20%
 
2.20
%
 
26.0
 
200

 
200

 
200

Capital Leases (Equipment)
June 2014 - Dec 2017
 
16,626

 
16,626

 
Sep 2018 - Jul 2023
 
3.00% to 16.16%
 
6.55
%
 
3.6
 

 
16,404

 
16,404

 
 
 
118,826

 
116,757

 
 
 
 
 
7.72
%
 
1.8
 
102,200

 
118,604

 
115,284

Less current portion of obligations under capital leases
 
 
4,652

 
4,652

 
 
 
 
 
 
 
 
 
 
 
3,699

 
3,699

Credit facilities and obligations under capital leases - noncurrent
 
 
114,174

 
112,105

 
 
 
 
 
 
 
 
 
 
 
114,905

 
111,585

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Junior subordinated notes payable (E)
Mar 2006
 
51,004

 
51,208

 
Apr 2035
 
LIBOR + 2.25%
 
3.60
%
 
17.3
 
51,004

 
51,004

 
51,217

Total debt obligations
 
 
$
169,830

 
$
167,965

 
 
 
 
 
6.46
%
 
6.5
 
$
153,204

 
$
770,572

 
$
767,465

See notes on next page.
(A)
Weighted average, including floating and fixed rate classes.
(B)
Including the effect of deferred financing cost.
(C)
The Traditional Golf term loan is collateralized by 22 Traditional Golf properties. The carrying amount of the Traditional Golf term loan is reported net of deferred financing costs of $2.1 million and $3.3 million as of December 31, 2017 and 2016, respectively.
(D)
Interest rate based on 30-day LIBOR plus 4.70% with a LIBOR floor of 1.80%. At the time of closing, the Company purchased a co-terminus LIBOR interest rate cap of 1.80%.
(E)
Interest rate based on 3-month LIBOR plus 2.25%.

Repurchase Agreements
In August 2017, the Company sold the agency FNMA/FHLMC securities and repaid all remaining repurchase agreements associated with those securities.
Credit Facilities

In June 2016, the Company obtained third-party financing on 22 traditional golf properties for a total of $102.0 million at a floating rate of the greater of: (i) 30-day LIBOR + 4.70% or (ii) 6.50%. At the time of closing, the Company purchased a co-terminus LIBOR interest rate cap of 1.80%. The financing is for a term of three years with the option for two one-year extensions.

Traditional Golf is obligated under a $0.2 million loan with the City of Escondido, California (“Vineyard II”). The principal amount of the loan is payable in five equal installments upon reaching the "Achievement Date”, which is the date on which the previous 36-month period equals or exceeds 240,000 rounds of golf played on the property. As of December 31, 2017, 240,000 rounds of golf have not been achieved within an applicable 36-month period. The interest rate is adjusted annually and is equal to 1% plus a short-term investment return, as defined in the loan agreement. As of December 31, 2017, the interest rate is 2.20%.

Capital Leases - Equipment

The Company leases certain golf carts and other equipment under capital lease agreements. The agreements typically provide for minimum rentals plus executory costs. Lease terms range from 36-66 months. Certain leases include bargain purchase options at lease expiration.

The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of December 31, 2017 are as follows:
2018
$
5,600

2019
5,462

2020
4,182

2021
2,607

2022
825

Thereafter
56

Total minimum lease payments
18,732

Less: imputed interest
2,106

Present value of net minimum lease payments
$
16,626








Maturity Table
The Company’s debt obligations (gross of $1.9 million of discounts at December 31, 2017) have contractual maturities as follows:
 
Nonrecourse
 
Recourse
 
Total
2018
$
4,652

 
$

 
$
4,652

2019
106,822

 

 
106,822

2020
3,829

 

 
3,829

2021
2,467

 

 
2,467

2022
801

 

 
801

Thereafter
255

 
51,004

 
51,259

Total
$
118,826

 
$
51,004

 
$
169,830


Debt Covenants
The Company’s credit facilities contain various customary loan covenants, including certain coverage ratios. The Company was in compliance with all of these covenants as of December 31, 2017.