RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
G. RELATED PARTY TRANSACTIONS |
|
Related Party Receivables |
|
As a component of its real estate investment activities the Company has since inception in 1997 regularly made mortgage investments in the form of loans to related parties, which were secured by loans originated by related parties to non-related parties third parties. In addition, the Company has purchased loans originated by related parties to non-related parties third parties. |
|
Affiliates Relationships |
|
The following chart depicts the related parties with which we have loan or recourse relationships: |
|
The related party relationships depicted above are more fully described below: |
|
| · | UMT Holdings, L.P. (“UMTH”) is a Delaware limited partnership which is in the real estate finance business. UMTH holds a 99.9% limited partnership interest in: | | | | | | | | | | | | | | | | | | | |
| o | UMTH Lending Company, LP (“UMTHLC”)which made interim mortgage loans to nonrelated third parties; | | | | | | | | | | | | | | | | | | | |
| o | UMTH General Services, L.P. (“UMTHGS”) which serves as Advisor to the Company and; | | | | | | | | | | | | | | | | | | | |
| o | UMTH Land Development, L.P. (“UMTHLD”) which serves as asset manager to United Development Funding, L.P. (“UDF”). | | | | | | | | | | | | | | | | | | | |
| · | UMTHLC is a Delaware limited partnership, and subsidiary of UMTH. The Company has loaned money to UMTHLC secured by interim mortgage loans for the acquisition and renovation of single-family homes made by UMTHLC to nonrelated third parties borrowers. | | | | | | | | | | | | | | | | | | | |
|
| · | UMTH Land Development, L.P., (“UMTHLD”), is a Delaware limited partnership and subsidiary of UMTH which serves as asset manager for and holds a 50% profit interest in United Development Funding, L.P. (“UDF”), a Delaware limited partnership. UMTHLD also serves as general partner of United Development Funding III, L.P. (“UDF III”). | | | | | | | | | | | | | | | | | | | |
| · | United Development Funding, L.P. (“UDF”), a Delaware limited partnership which originates loans and makes investments for the acquisition and development of parcels of real property as single-family residential lots. UMTHLD serves as the asset manager of UDF. The Company has extended a revolving line of credit facility to UDF which is secured by all of UDF’s senior and subordinate real estate secured loans and equity investments. | | | | | | | | | | | | | | | | | | | |
| · | United Development Funding III, L.P., a Delaware limited partnership, (“UDF III”). UMTHLD serves as general partner of UDF III. UDF III has purchased an economic participation in a revolving credit facility we have provided to UDF. | | | | | | | | | | | | | | | | | | | |
| · | Capital Reserve Group (“CRG”) is a Texas corporation that is 50% owned by Todd Etter and William Lowe, partners of UMTH, which holds a 99.9% interest in UMTHGS, our advisor. The Company has loaned money to CRG secured by interim mortgage loans for the acquisition and renovation of single-family homes made by CRG to non-related third parties borrowers. | | | | | | | | | | | | | | | | | | | |
| · | Ready America Funding Corp. (“RAFC”) is a Texas corporation that is 50% owned by South Central Mortgage, Incorporated (“SCMI”), a company owned by Todd Etter and 50% beneficially owned by Craig Pettit, a partner in UMTH. The Company has loaned money to RAFC secured by interim mortgage loans secured by land and modular and manufactured single-family homes placed on the land made by RAFC to non-related third party borrowers. | | | | | | | | | | | | | | | | | | | |
| · | SCMI, a Texas corporation. The Company has purchased long term owner-occupied residential mortgage loans from SCMI secured by single-family homes. | | | | | | | | | | | | | | | | | | | |
| · | Wonder Funding, LP (“Wonder”) is a Delaware limited partnership that is owned by Ready Mortgage Corporation (“RMC”). RMC is beneficially owned by Craig Pettit, a partner of UMTH. The Company has loaned money to Wonder secured by interim mortgage loans for the acquisition and renovation of single-family homes made by Wonder to non-related third parties borrowers. | | | | | | | | | | | | | | | | | | | |
|
The following table details the governance and ownership aspects of above related party relationships: |
|
United Mortgage Trust Related Party Relationships | | | | | | | | | | | | | | | |
Company | | Affiliation | | Governance | | Ownership | | | | | | | | | | | | | | | |
UMT Holdings, L.P. ("UMTH") | | 99.9% owner of our borrower, UMTHLC and our advisor, UMTHGS | | UMT Services, Inc. serves as General Partner | | 10 Limited Partners | | | | | | | | | | | | | | | |
UMTH Lending Company, L.P. ("UMTHLC") | | Borrower | | UMT Services, Inc. serves as General Partner | | 99.9% owned by UMTH | | | | | | | | | | | | | | | |
UMTH Land Development, L.P. ("UMTHLD") | | Asset Manager for UDF I and General Partner of UDF III | | UMT Services, Inc. serves as General Partner | | 99.9% owned by UMTH | | | | | | | | | | | | | | | |
United Development Funding, L.P. ("UDF I") | | Borrower | | United Development Funding, Inc., serves as General Partner | | 41 Limited Partners | | | | | | | | | | | | | | | |
United Development Funding III, L.P. ("UDF III") | | Loan Participant | | UMTHLD serves as General Partner | | 9003 Limited Partners | | | | | | | | | | | | | | | |
Capital Reserve Group, Inc. ("CRG") | | Borrower | | 2 UMTH Limited Partners serve as directors | | Owned by 2 UMTH Limited Partners | | | | | | | | | | | | | | | |
Ready America Funding Corp. ("RAFC") | | Borrower | | 2 UMTH Limited Partners serve as directors | | Beneficially owned by 2 UMTH Limited Partners | | | | | | | | | | | | | | | |
South Central Mortgage, Inc. ("SCMI") | | Note Seller | | One UMTH Limited Partner serves as director | | Beneficially owned by 1 UMTH Limited Partner | | | | | | | | | | | | | | | |
Wonder Funding, L.P. ("Wonder") | | Borrower | | One UMTH Limited Partner serves as director | | Beneficially owned by 1 UMTH Limited Partner | | | | | | | | | | | | | | | |
|
Note - None of the Company’s trustees or officers hold a direct or beneficial interest in any of the above related parties. |
|
Related Party Receivables |
|
The following table summarizes our related party loans and obligations and corresponding outstanding balances as of December 31, 2013 and 2012. The amounts shown in the table below are included in the consolidated balance sheets. |
|
| | 2013 | | 2012 | | Collateral | | | | | | | | | | | | | |
Interim loans, related parties | | | | | | | | | | | | | | | | | | | | | |
RAFC | | $ | 16,282,339 | | $ | 16,285,448 | | Real estate | | | | | | | | | | | | | |
Total | | | 16,282,339 | | | 16,285,448 | | | | | | | | | | | | | | | |
Lines of credit receivable, related parties | | | | | | | | | | | | | | | | | | | | | |
UDF I | | $ | 7,739,415 | | $ | 6,686,096 | | Land development loans and equity investments | | | | | | | | | | | | | |
UDFI (UDF III economic interest participation agreement) | | | 70,835,104 | | | 74,699,298 | | Land development loans and equity investments | | | | | | | | | | | | | |
UMTHLC | | | 7,576,966 | | | 7,561,966 | | Real estate | | | | | | | | | | | | | |
Total | | $ | 86,151,485 | | $ | 88,947,360 | | | | | | | | | | | | | | | |
Recourse obligations, related parties | | | | | | | | | | | | | | | | | | | | | |
CRG | | $ | 4,504,544 | | $ | 4,521,893 | | Pledge of equity interest & limited guaranty | | | | | | | | | | | | | |
RAFC | | | 10,170,196 | | | 8,502,333 | | Pledge of equity interest & limited guaranty | | | | | | | | | | | | | |
SCMI | | | 3,448,002 | | | 3,476,639 | | Pledge of equity interest & limited guaranty | | | | | | | | | | | | | |
RAFC/Wonder | | | 1,971,536 | | | 1,998,964 | | Pledge of equity interest & limited guaranty | | | | | | | | | | | | | |
Total | | $ | 20,094,278 | | $ | 18,499,829 | | | | | | | | | | | | | | | |
Deficiency note, related party | | | | | | | | | | | | | | | | | | | | | |
UMTHLC | | $ | 29,295,567 | | $ | 29,958,940 | | Guaranty | | | | | | | | | | | | | |
|
The following is a brief description of the Company’s related party receivables, by type, and related collateral. |
|
Interim Loans, Related Parties |
The Company has loaned money to UMTHLC and RAFC secured by interim mortgage loans for the acquisition and renovation of single-family homes made by UMTHLC and RAF to non-related third parties borrowers. These loans are collaterally assigned to the Company as security for the interim loans between UMTHLC and RAFC and the Company. These loan balances are included in “Interim loans, related parties” in the Company’s consolidated balance sheets. |
|
Lines of Credit, Related Parties – UDF, UDF III and UMTH LC |
|
UDF and UDF III |
|
The Company has entered into a revolving line of credit (“Loan”) with UDF, secured by the pledge of all of UDF's land development senior and subordinated real estate secured loans and equity investments. |
|
The Company has entered into an Economic Interest Participation Agreement with UDF III, pursuant to which UDF III purchased an economic interest in the UDF Loan and was granted an option to acquire a full ownership participation interest in the Loan. The advances funded by UDF III are exactly offset by a participation payable amount to UDF III; therefore the Company does not earn any net interest income on the advances made by UDF III and has no net collectability exposure under the Economic Interest Participation Agreement. |
|
The above loan balances are included in “Lines of credit receivable, related parties” in the Company’s consolidated balance sheets. |
|
UMTHLC |
|
The Company has entered into a secured line of credit promissory note with UMTHLC in the amount of $8,000,000. The line of credit is secured by first lien mortgage interests in single family residential properties. |
|
These loan balances are included in “Lines of credit receivable, related parties” in the Company’s consolidated balance sheets. |
|
Recourse Obligations, Related Parties |
|
CRG, RAFC and Wonder made interim loans to non-related third party borrowers for the acquisition and renovation of single-family homes. The Company made loans, with recourse, to each of these entities. Each of these entities used the proceeds from such loans to originate loans to non-related third party borrowers, which are referred to as "underlying loans," that are pledged to the Company as security for the Company’s loans made to them. When principal and interest on an underlying loan are due in full, at maturity or otherwise, the corresponding obligation owed to the Company is also due in full. |
|
In addition to the loans made, with recourse, to CRG, RAFC, and Wonder, the Company purchased long term residential mortgage loans from SCMI referred to as "purchased loans," and entered into recourse agreements under which SCMI agreed to repay certain losses the Company incurred with respect to the purchased loans by delivering an unsecured deficiency note in the amount of the deficiency to the Company. |
|
All amounts due from each related party under the recourse obligations and deficiency notes described above have been consolidated into secured promissory notes (“Recourse Obligations”). The security for the Recourse Obligations consists of a pledge of each related party’s respective Class C and Class D ownership units in UMTH and in the case of Wonder secured by a limited indemnification agreement between UMTH and the Company. This collateral represents capital shares in UMTH and is eligible for, and receives, quarterly distributions from UMTH. See “Management’s Collectability Analysis for Related Party Recourse Obligations and Deficiency Notes” below for management’s valuation of collateral securing the related party obligations. |
|
Based upon the collectability analysis performed by it, the Company has concluded that the guarantors have the ability to perform their obligations under the guaranties and that the Recourse Obligations are fully realizable. |
|
These Recourse Obligation balances are included in “Recourse obligations, related parties” in the Company’s consolidated balance sheets. |
|
Deficiency Note, Related Party |
|
As noted above, the Company has loaned money to UMTHLC to fund the origination of interim loans to their borrowers. If UMTHLC or the Company forecloses on a property securing an interim mortgage, and the proceeds from the sale are insufficient to pay the loan in full, UMTHLC delivers an unsecured deficiency note in the amount of the deficiency to the Company. In 2007, UMTHLC issued to the Company a promissory note to evidence its deficiency obligations to the Company (the “Deficiency Note”). The Deficiency Note is secured by a limited guaranty by UMTHGS, the Advisor. The Deficiency Note balance is included in “Deficiency note, related party” in the Company’s consolidated balance sheets. |
|
1) UMTH is a Delaware limited partnership which is in the real estate finance business. UMTH holds a 99.9% limited partnership interest in UMTHLC, which originates interim loans that the Company is assigned, UMTH Land Development, L.P., which holds a 50% profit interest in UDF and acts as UDF's asset manager, and PSC, which services the Company’s residential mortgages and contracts for deed and manages the Company’s real estate owned (“REO”). In addition, UMTH has a limited guarantee of the obligations of CRG, RAFC, and SCMI, a Texas corporation that sold mortgage investments to the Company, under the Secured Notes. UDF III which is managed by UMTH Land Development, L.P., has previously provided a limited guarantee of the UDF line of credit and has purchased an economic participation in a revolving credit facility we have provided to UDF. |
|
2) UMTHLC is a Delaware limited partnership, and subsidiary of UMTH. The Company has loaned money to UMTHLC so it can make loans to its borrowers. The loans are collaterally assigned to the Company, as security for the promissory note between UMTHLC and the Company. On March 26, 2009, the Company executed a secured line of credit promissory note with UMTHLC in the amount of $8,000,000. The note bears interest at 12.50% per annum, matured on September 26, 2012 and is secured by first lien mortgage interests in single family residential properties. The Company is negotiating an extension of this loan with UMTHLC with similar terms. The outstanding balance on this line of credit at December 31, 2013 and December 31, 2012, was approximately $7,577,000 and $7,562,000, respectively, and is included in the balances noted in the paragraph above. |
|
See Note C above for discussion of additional related party transactions with UMTHLC. |
|
3) CRG is a Texas corporation that is 50% owned by Todd Etter and William Lowe, partners of UMTH, which owns the Advisor. CRG was in the business of financing home purchases and renovations by real estate investors. The Company loaned money to CRG to make loans to other borrowers. During 2006 the Company took direct assignment of the remaining loans from CRG with full recourse. |
|
4) RAFC is a Texas corporation that is 50% owned by SCMI, which is owned by Todd Etter. RAFC is in the business of financing interim loans for the purchase of land and the construction of modular and manufactured single-family homes placed on the land by real estate investors. The Company continues to directly fund obligations under one existing RAFC loan, which was collaterally assigned to the Company, but does not fund new originations and the Company is in the process of foreclosing on the collateral in California. The unpaid principal balance of the loans at December 31, 2013 and 2012 was approximately $16,282,000 and $16,286,000, respectively. |
|
5) Wonder is a Delaware limited partnership that is owned by RMC. RMC is beneficially owned by Craig Pettit. Wonder is in the business of financing interim loans for the purchase of land and the construction of single family homes. The Company has ceased funding any new originations. As of December 31, 2013, all remaining obligations owed by Wonder to the Company are included in the recourse obligations discussed below. |
|
6) Recourse Obligations. The Company has made recourse loans to (a) CRG, which is owned by Todd Etter and William Lowe, (b) RAFC, which is owned by SCMI and two companies owned by Craig Pettit, Eastern Intercorp, Inc. and Ready Mortgage Corp. (“RMC”), and (c) SCMI, which is owned by Todd Etter, (these companies are referred to as the "originating companies"). In addition to the originating companies discussed above, the Company made loans with recourse to Wonder. Each of these entities used the proceeds from such loans to originate loans, that are referred to as "underlying loans," that are pledged to the Company as security for such originating company's obligations to the Company. When principal and interest on an underlying loan are due in full, at maturity or otherwise, the corresponding obligation owed by the originating company to the Company is also due in full. |
|
In addition, some of the originating companies have sold loans to the Company, referred to as the "purchased loans," and entered into recourse agreements under which the originating company agreed to repay certain losses the Company incurred with respect to purchased loans. |
|
If the originating company forecloses on property securing an underlying loan, or the Company forecloses on property securing a purchased loan, and the proceeds from the sale are insufficient to pay the loan in full, the originating company has the option of (1) repaying the outstanding balance owed to the Company associated with the underlying loan or purchased loan, as the case may be, or (2) delivering an unsecured deficiency note in the amount of the deficiency to the Company. |
|
On March 30, 2006, but effective December 31, 2005, the Company and each originating company agreed to consolidate (1) all outstanding amounts owed by such originating company to the Company under the loans made by the Company to the originating company and under the deficiency notes described above and (2) the estimated maximum future liability to the Company under the recourse arrangements described above, into secured promissory notes. Each originating company issued to the Company a secured variable amount promissory note dated December 31, 2005 (the “Secured Notes”) in the principal amounts shown below, which amounts represent all principal and accrued interest owed as of such date. The initial principal amounts are subject to increase up to the maximum amounts shown below if the Company incurs losses upon the foreclosure of loans covered by recourse arrangements with the originating company. The Secured Notes (including related guaranties discussed below) are secured by an assignment of the distributions on the Class C and Class D units of limited partnership interest of UMT Holdings held by each originating company. |
|
Management’s Collectability Analysis for Related Party Recourse Obligations and Deficiency Notes |
|
Recourse Obligations and Deficiency Notes are resultant from a shortfall in the repayment of an underlying loan securing a loan to a related party or in the shortfall in repayment from a defaulted and foreclosed long-term residential mortgage purchased from a related party. In both cases, the Company has recourse to the related party for the shortfall. Unlike the original underlying loan or purchased mortgage, the related party’s recourse obligation is not secured by a lien on a real property. Recourse obligations of CRG, RAFC, SCMI and Wonder are secured by the pledge of equity interests held in UMTH. The UMTHLC deficiency note is secured by the guaranty of UMTHLC and the limited guaranty of UMTHGS including pledge of up to 33% of the advisory fee received by UMTHGS. Because the obligations are secured by third party collateral and guarantees, management conducts quarterly analysis of the integrity and value of the security for each obligation, and makes a determination of the collectability of the obligations based on the collateral value and cash flows derived from the collateral. |
|
In making these loans, we considered a number of factors to preserve and enhance our ability to be repaid. The security for the Recourse Obligations of CRG, RAFC and SCM consists of pledges of each related party’s respective Class C and Class D ownership units in UMTH. This collateral represents capital shares in UMTH and is eligible for, and receives, quarterly distributions from UMTH. Class C units are entitled to a total distribution of $1,000 per unit and the value of the C unit collateral is determined through multiplying the number of pledged units remaining times $1,000. Class D units are entitled to perpetual distributions and are valued using a discounted cash flow (“DCF”) model that is reviewed and updated each quarter. The integrity of the C and D unit collateral is determined by the distribution priority given to each unit by the UMTH general partner and the reliability of forecasted distributions. Security for the Recourse Obligation of Wonder consists of a limited indemnification agreement in the initial amount of $1,134,000. The table below depicts the remaining collateral value securing the Recourse Obligations at December 31, 2013. |
|
Name | | Initial | | Balance at | | Promissory | | Units pledged as | | C Units | | Units remaining | | Estimated | |
principal | December 31, | Note | security | distributed | Collateral |
amount | 2013 | principal | | during 2013 | Value (3) |
| | amount (2) | | | |
CRG | | $ | 2,725,442 | | $ | 4,504,544 | | $ | 4,300,000 | | | 4,984 Class C and 2,710 Class D | | | 142 | | 2,399 Class C and 2,710 Class D | | $ | 4,690,000 | |
RAFC | | $ | 3,243,369 | | $ | 10,170,196 | | $ | 7,100,000 | | | 11,228Class C, 6,659 Class D | | | 516 | | 8,694 Class C and 6,659 Class D | | $ | 10,299,000 | |
SCMI | | $ | 3,295,422 | | $ | 3,448,002 | | $ | 3,488,643 | | | 4,545 Class C and 3,000 Class D | | | 58 | | 985 Class C and 3,000 Class D | | $ | 3,873,000 | |
RAFC / Wonder(1) | | $ | 1,348,464 | | $ | 1,971,536 | | $ | 1,400,000 | | | 1,657 Class C | | | 88 | | 1,482 Class C | | $ | 1,482,000 | |
Wonder Indemnification (1) | | | n/a | | | n/a | | | n/a | | $ | 1,134,000 | | | - | | n/a | | $ | 822,000 | |
Totals | | $ | 10,612,697 | | $ | 20,094,278 | | $ | 16,288,643 | | | | | | | | | | $ | 21,166,000 | |
|
| -1 | Wonder is collateralized by an indemnification agreement from RMC in the amount of $1,134,000, which includes the pledge of 3,870 C Units. 2,213 of the pledged C Units also cross-collateralize the RAFC obligation. | | | | | | | | | | | | | | | | | | | |
| -2 | The CRG, RAFC and Wonder balances at December 31, 2013 exceeded the stated principal amount per their variable Secured Notes by approximately $205,000, $3,070,000 and $572,000, respectively. Per the terms of the Secured Notes, the unpaid principal balance may be greater or less than the initial principal amount of the note and is not considered an event of default. The rapid rate of liquidation of the remaining portfolio of properties caused a more rapid increase in the Unpaid Principal Balance (“UPB”) than we originally anticipated and outpaced the minimum principal reductions scheduled for the loans. | | | | | | | | | | | | | | | | | | | |
| -3 | Estimated collateral value reflects pledge of D units of limited partnership interest of UMTH held by WLL, Ltd., RAFC and KLA, Ltd. UMTH D units represent equity interests in UMT Holdings, LP. Pledge of the UMTH D units entitles the beneficiary to a pro-rata share of UMTH partnership D unit cash distributions | | | | | | | | | | | | | | | | | | | |
|
Through September 2007, the Secured Notes incurred interest at a rate of 10% per annum. The CRG, RAFC, and RAFC/Wonder Secured Notes amortize over 15 years. The SCMI Secured Note amortizes over approximately 22 years, which was the initial amortization of the deficiency notes from SCMI that were consolidated. The Secured Notes required the originating company to make monthly payments equal to the greater of (1) principal and interest amortized over 180 months and 264 months, respectively, or (2) the amount of any distributions paid to the originating company with respect to the pledged Class C units. Effective October 2007, the recourse loans were modified to accommodate the anticipated increases in principal balances throughout the remaining liquidation periods of the underlying assets, modify the amortization schedules for the period of July 2007 through June 2009, and reduce the interest rate from 10% to 6%. The above modifications have been extended through December 31, 2014. Management has accounted for these as loan modifications in the normal course of business, and not as a troubled debt restructuring, as the underlying collateral value exceeds the outstanding loan amounts, the modifications did not include an extension of the debt’s original contractual maturity or expected duration, the borrowers and guarantors have obtained third party financing at current market rates, the modified rate represents a premium over current market rates and the risk characteristics of the third party debt obtained is similar to the modified debt. The Company expects to receive full repayment under the loan. |
|
Cash Flow Analysis |
|
The ability to perform is principally dependent upon the forecasted cash distributions associated with the pledged collateral and the ability of the distributions to meet the debt service requirements under the Recourse Obligations. On a quarterly basis, the Company conducts a review of the collateral pledged by the underlying borrowers and third party guarantors in order to assess their ability to perform their obligations under the terms of the Recourse Obligations. This review includes analyzing the consolidated financial statements of UMT Holdings, L.P. including its cash flows and sources of cash flow, assets and net profits. In addition to reviewing the historical financial statements, we analyze projected future earnings and cash flows that will support distributions and validate the assumptions used to generate these projections, assessing the ability to execute on the business plan, conducting discussions with and obtaining representations from the guarantors’ management with respect to their current and projected distribution amounts. Management reviews near-term (1 year) and long-term (5 years) distribution forecasts associated with the UMTH Class C and D units, cash flow from the indemnification agreement, cash flow from UMTHGS advisory fees and cash flow to UMTHLC to determine if the forecasted cash flows are sufficient to meet the obligations. The available cash flow from UMTH, as shown in the Historical Performance table below, indicates sufficient cash flow from the guarantors to service the Recourse Obligations and the Deficiency Note. In addition to the above mentioned collateral, the Company has a guaranty limited to a maximum of $10,582,336 from UMTH of all amounts due under the Recourse Obligations. At December 31, 2013, the remaining balance of the limited guaranty was approximately $2,770,000. |
|
The UMTHLC deficiency note is secured by the guaranty of UMTHLC and the limited guaranty of UMTHGS including pledge of up to 33% of the advisory fee received by UMTHGS. The value of both the UMTHLC guarantee and the UMTHGS limited guarantee is determined by the cash flow associated with either UMTHLC or the amount of advisory fees earned by UMTHGS. |
|
On a quarterly basis, the Company conducts a review of the collateral pledged by the underlying borrowers and third party guarantors in order to assess their ability to perform their obligations under the terms of the Recourse Obligations. The collateral pledged consists of class C and D ownership units of UMT Holdings, L.P. These units represent capital shares in UMT Holdings, L.P. and are eligible for, and receive, quarterly distributions from UMT Holdings, L.P. Such ability to perform is principally dependent upon the forecasted cash distributions associated with the pledged collateral and the ability of the distributions to meet the debt service requirements under the Secured Notes. The review includes analyzing projected future distribution sources and amounts, validating the assumptions used to generate such projections, assessing the ability to execute on the business plan, conducting discussions with and obtaining representations from the guarantors’ management with respect to their current and projected distribution amounts. The value of the pledged collateral is estimated using a discounted cash flow model that is reviewed and updated each quarter. Based on such reviews, the Company has concluded that the guarantors have the ability to perform under their repayment obligations and that the Recourse Obligations are fully realizable. Accordingly, the Company has not recorded any reserves on these loans. |
|
The Secured Notes have also been guaranteed by the following entities under the arrangements described below, all of which are dated effective December 31, 2005: |
|
| - | UMT Holdings. This guaranty was limited to a maximum of $10,582,336 of all amounts due under the Secured Notes. At December 31, 2013, the remaining balance of the limited guaranty was approximately $2,770,000. | | | | | | | | | | | | | | | | | | | |
| - | WLL, Ltd., a related party of CRG. This guaranty is of all amounts due under Secured Note from CRG, is non-recourse and is secured by an assignment of 2,492 Class C Units and 1,355 Class D units of limited partnership interest of UMT Holdings held by WLL, Ltd. | | | | | | | | | | | | | | | | | | | |
| - | RMC. This guaranty is non-recourse, is limited to 50% of all amounts due under the Secured Note from RAFC and is secured by an assignment of 3,870 Class C units of limited partnership interest of UMT Holdings. | | | | | | | | | | | | | | | | | | | |
| - | Wonder. Wonder Funding obligations are evidenced by a note from RAFC (RAFC/Wonder Note) and are secured by a pledge of a certain Indemnification Agreement given by UMTH to RAFC and assigned to UMT in the amount of $1,134,000, which amount is included in the UMTH limited guarantee referenced above. | | | | | | | | | | | | | | | | | | | |
| - | SCMI. This guaranty is limited to a maximum of $2,213,000 due under the Secured Note from RAFC and is secured by an assignment of 2,213 Class C units of limited partnership interest of UMT Holdings. | | | | | | | | | | | | | | | | | | | |
| - | KLA, Ltd. KLA has given the following limited guaranties: (1) Guaranty of obligations of SCMI under the First Amended and Restated Secured Variable Amount Promissory Note to the Company dated as of October 1, 2007 with a then current principal balance of $3,472,073 and is secured by an assignment of 3,000 of Guarantor’s Class D units of partnership interest in UMT Holdings, L.P. (2) Guaranty of obligations of CRG under the First Amended and Restated Secured Variable Amount Promissory Note dated as of October 1, 2007 with a then current principal balance of $4,053,799 and is secured by a pledge of 1,355 of Guarantor’s Class D units of partnership interest in UMTH. | | | | | | | | | | | | | | | | | | | |
|
In addition, WLL, Ltd. has obligations to UMT Holdings under an indemnification agreement between UMT Holdings, WLL, Ltd. and William Lowe, under which UMT Holdings is indemnified for certain losses on loans and advances made to William Lowe by UMT Holdings. That indemnification agreement allows UMT Holdings to offset any amounts subject to indemnification against distributions made to WLL, Ltd. with respect to the Class C and Class D units of limited partnership interest held by WLL, Ltd. Because WLL, Ltd. has pledged these Class C and Class D units to the Company to secure its guaranty of Capital Reserve Corp.'s obligations under its Secured Note, UMT Holdings and the Company entered into an Intercreditor and Subordination Agreement under which UMT Holdings has agreed to subordinate its rights to offset amounts owed to it by WLL, Ltd. to the Company’s lien on such units. |
|
Historical Performance |
|
Management also considers historical cash flows and payment history to make an assessment of the collectability of the obligations. The table below depicts the historical cash flows for each obligor and the payment history under its obligation for the years ended December 31, 2013, 2012 and 2011. To date, the obligors have met all of their financial obligations to the Company. |
|
| | 2013 | | 2012 | | 2011 | | | |
Obligor | | Cash Flow | | Payments | | Cash Flow | | Payments | | Cash Flow | | Payments | | | |
UMTH (2),(3) | | $ | 15,592,306 | | $ | 3,492,500 | | $ | 12,842,083 | | $ | 2,813,601 | | $ | 3,250,783 | | $ | 1,506,436 | | | |
UDF (2),(4) | | $ | 10,785,187 | | $ | - | | $ | 11,728,909 | | $ | - | | $ | 9,202,636 | | $ | - | | | |
CRG (1) | | $ | 172,884 | | $ | 172,884 | | $ | 171,641 | | $ | 171,641 | | $ | - | | $ | - | | | |
RAFC (1) | | $ | 589,816 | | $ | 589,816 | | $ | 583,796 | | $ | 583,796 | | $ | - | | $ | - | | | |
SCMI (1) | | $ | 91,833 | | $ | 91,833 | | $ | 390,343 | | $ | 90,343 | | $ | 300,000 | | $ | - | | | |
Wonder (1) | | $ | 87,957 | | $ | 87,957 | | $ | 86,556 | | $ | 86,556 | | $ | - | | $ | - | | | |
|
| -1 | Unaudited. | | | | | | | | | | | | | | | | | | | |
| -2 | Audited. | | | | | | | | | | | | | | | | | | | |
| -3 | Represents available cash flow for debt service and distributions. UMTH generates cash flow that is used to service the UMTHLC Deficiency Note and the Recourse obligations. Cash flow amount for 2013 is an estimate and is subject to change. | | | | | | | | | | | | | | | | | | | |
| -4 | Represents principal payment proceeds received by UDF from its borrowers. These receipts are the sources used by UDF to repay its line of credit payable to the Company. Cash flow amount for 2013 is an estimate and is subject to change. | | | | | | | | | | | | | | | | | | | |
|
Based on its review of the quality and integrity of the security, the forecasted cash flows and the historical performance of each obligor, management has determined the cash flows of the obligor to be sufficient to meet the terms of the Recourse Obligations and Deficiency Notes. |
|
These loans were reviewed by management and no reserves on principal amounts are deemed necessary at December 31, 2013 or 2012. |
|
7) On June 20, 2006, the Company entered into a Second Amended and Restated Secured Line of Credit Promissory Note as modified by an amendment effective September 1, 2006 (the "Amendment") with UDF; a Nevada limited partnership that is a related party of the Company's Advisor, UMTHGS. The Amendment increased an existing revolving line of credit facility ("Loan") to $45 million. The purpose of the Loan is to finance UDF's loans and investments in real estate development projects. On July 29, 2009, our trustees approved an amendment to increase the revolving line of credit facility to an amount not to exceed $60,000,000. Effective December 31, 2010, the loan was extended for a period of one year and the loan amount was increased from $60,000,000 to $75,000,000. Effective December 31, 2012, the loan was extended for a period of one year and matures on December 31, 2013. |
|
The Loan is secured by the pledge of all of UDF's land development loans and equity investments pursuant to the First Amended and Restated Security Agreement dated as of September 30, 2004, executed by UDF in favor of UMT (the “Security Agreement”). Those UDF loans may be first lien loans or subordinate loans. |
|
The Loan interest rate is the lower of 15% or the highest rate allowed by law, further adjusted with the addition of a credit enhancement to a minimum of 14%. Effective October 1, 2013, the loan was extended to December 31, 2014 and the base interest rate was decreased to a rate of 9.25%. |
|
UDF may use the Loan proceeds to finance indebtedness associated with the acquisition of any assets to seek income that qualifies under the Real Estate Investment Trust provisions of the Internal Revenue Code to the extent such indebtedness, including indebtedness financed by funds advanced under the Loan and indebtedness financed by funds advanced from any other source, including Senior Debt, is no more than 85% of 80% (68%) of the appraised value of all subordinate loans and equity interests for land development and/or land acquisition owned by UDF and 75% for first lien secured loans for land development and/or acquisitions owned by UDF. |
|
On September 19, 2008, UMT entered into an Economic Interest Participation Agreement with UDF III pursuant to which UDF III purchased (i) an economic interest in the $45,000,000 revolving credit facility (“Loan”) from UMT to UDF I and (ii) a purchase option to acquire a full ownership participation interest in the Loan (the “Option”). On July 29, 2009, our trustees approved an amendment to increase the revolving line of credit facility to an amount not to exceed $60,000,000. Effective December 31, 2010, the loan was extended for a period of one year and the loan amount was increased from $60,000,000 to $75,000,000. Effective December 31, 2012, the loan was extended for a period of one year and matures on December 31, 2013, and the loan amount was increased from $75,000,000 to $82,000,000. Effective October 1, 2013, the loan was further extended for a period of one year, and matures on December 31, 2014. |
|
Pursuant to the Economic Interest Agreement, each time UDF requests an advance of principal under the UMT Loan, UDF III will fund the required amount to UMT and UDF III’s economic interest in the UMT Loan increases proportionately. UDF III’s economic interest in the UMT Loan gives UDF III the right to receive payment from UMT of principal and accrued interest relating to amounts funded by UDF III to UMT which are applied towards UMT’s funding obligations to UDF under the UMT Loan. UDF III may abate its funding obligations under the Economic Participation Agreement at any time for a period of up to twelve months by giving UMT notice of the abatement. |
|
The Option gives UDF III the right to convert its economic interest into a full ownership participation interest in the UMT Loan at any time by giving written notice to UMT and paying an exercise price of $100. The participation interest includes all rights incidental to ownership of the UMT Loan and the Security Agreement, including participation in the management and control of the UMT Loan. UMT will continue to manage and control the UMT Loan while UDF III owns an economic interest in the UMT Loan. If UDF III exercises its Option and acquires a participation interest in the UMT Loan, UMT will serve as the loan administrator but both UDF III and UMT will participate in the control and management of the UMT Loan. At December 31, 2013 and 2012 UDF III had outstanding approximately $78,575,000 and $81,385,000, respectively, to UDF under this agreement of which approximately $70,835,000 and $74,699,000 were outstanding under the Economic Interest Participation Agreement at December 31, 2013 and 2012, respectively. |
|
On June 21, 2010, UDF entered into a new promissory note agreement with a private investor, the proceeds from which were used to pay off the Textron loan agreement in full. Pursuant with this transaction, the Company entered into a second amendment to our subordination and intercreditor agreement which subordinates the UMT loan to the new loan from the private investor, reducing the amount subject to subordination from $30,000,000 to $15,000,000. |
|
The following table summarizes the lines of credit receivable, related parties, as of December 31, 2013 and 2012: |
|
| | 2013 | | 2012 | | | | | | | | | | | | | | | |
UDF | | $ | 7,739,000 | | $ | 6,686,000 | | | | | | | | | | | | | | | |
UDF (UDF III Economic Interest Participation Agreement) | | | 70,835,000 | | | 74,700,000 | | | | | | | | | | | | | | | |
UMTH LC | | | 7,577,000 | | | 7,561,000 | | | | | | | | | | | | | | | |
Balance, end of year | | $ | 86,151,000 | | $ | 88,947,000 | | | | | | | | | | | | | | | |
|
8) Loans made to related parties of the Advisor. Below is a table of the aggregate principal amount of mortgages funded each year indicated, from the companies related to the Advisor, and named in the table and aggregate amount of draws made by UDF under the line of credit, during the three years indicated: |
|
Related Party Company | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | |
RAFC | | $ | - | | $ | - | | $ | 1,000 | | | | | | | | | | | | |
UMTHLC | | $ | 15,000 | | $ | 587,000 | | $ | 947,000 | | | | | | | | | | | | |
UDF | | $ | 1,053,000 | | $ | 823,000 | | $ | 720,000 | | | | | | | | | | | | |
|
9) As of August 1, 2006, (now subject to an Advisory Agreement effective January 1, 2013) the Company entered into an Advisory Agreement with UMTHGS. Under the terms of the agreement, UMTHGS is paid a monthly trust administration fee. The fee is calculated monthly depending on the Company’s annual distribution rate, ranging from 1/12th of 1% up to 1/12th of 2% of the amount of average invested assets per month, however, our Advisor has limited annual the trust administration fee to the lesser of i) 1% of our average invested assets, or ii) $1,000,000. During 2013, 2012, and 2011 the expenses for the Company’s Advisor were approximately $1,000,000, respectively, and actual payments made were approximately $1,125,000 $731,000, and $1,808,000, respectively. The Advisor and its related parties are also entitled to reimbursement of costs of goods, materials and services obtained from non-related third parties for the Company’s benefit, except for note servicing and for travel and expenses incurred in connection with efforts to acquire investments for the Company or to dispose of any of its investments. The Company paid the Advisor $86,000 as reimbursement for costs associated with providing shareholder relations activities during 2013 compared to $76,000 in both 2012 and 2011. |
|
The agreement also provides for a subordinated incentive fee equal to 25% of the amount by which the Company’s net income for a year exceeds a 10% per annum non-compounded cumulative return on its adjusted contributions. No incentive fee was paid during 2013 or 2012. In addition, for each year in which it receives a subordinated incentive fee, the Advisor will receive a 5-year option to purchase 10,000 Shares at a price of $20.00 per share (not to exceed 50,000 shares). As of December 31, 2013 and 2012, the Advisor has not received options to purchase shares under this arrangement. |
|
The Advisory Agreement provides for the Advisor to pay all of the Company’s expenses and for the Company to reimburse the Advisor for any third-party expenses that should have been paid by the Company but which were instead paid by the Advisor. However, the Advisor remains obligated to pay: (1) the employment expenses of its employees, (2) its rent, utilities and other office expenses and (3) the cost of other items that are part of the Advisor's overhead that is directly related to the performance of services for which it otherwise receives fees from the Company. |
|
The Advisory Agreement also provides for the Company to pay to the Advisor, or a related party of the Advisor, a debt placement fee. The Company may engage the Advisor, or a related party of the Advisor, to negotiate lines of credit on behalf of the Company. UMT shall pay a negotiated fee, not to exceed 1% of the amount of the line of credit secured, upon successful placement of the line of credit. The Company paid debt placement fees of approximately $150,000 in August 2013 and approximately, $43,000 and $50,000 in June and October 2011, respectively to a related party of the Advisor. These fees are amortized monthly, as an adjustment to interest expense, over the term of the credit facility agreements described in Note D. The Company amortized (expensed) approximately $52,000 and $42,000 of these fees in 2013 and 2012, respectively. |
|
10) The Company pays loan servicing fees to PSC, a subsidiary of UMTH, under the terms of a Mortgage Servicing Agreement. The Company paid loan servicing fees of approximately $5,000, $19,000, and $21,000, during 2013, 2012, and 2011, respectively. |
|
11) The Company pays “guarantee” credit enhancement fees to UDF III, related party of PSC and UDF, as specified under the terms of the UDF Guarantee agreement. In 2013, 2012 and 2011, the Company made cash payments in the amount of $78,000, $66,000, and $64,000, as compensation of said guarantee fees. In 2013, 2012 and 2011, the related credit enhancement expenses were approximately $77,000, $109,000, and $80,000, respectively. |
|
12) Related parties UDF LOF, UDF IV and UDF X, are reimbursed for their degree of invested “participatory” interest in the Company’s construction loans, the degree of invested interest is not to succeed $2,000,000. The Company made payments of such participation interest, as a net amount against the construction loan interest, in 2013, 2012, and 2011, in the amounts of $791,000, $1,719,000, and $979,000, respectively. |
|
13) The Company pays UMTH LD, administrative and origination fees, for the construction loans in which UDF related parties take an invested interest in. The fees are withheld from construction draws funded to the borrower, and are in turn paid directly to UMTH LD. In 2013, 2012, and 2011, payments were made for the above administrative and origination fees in the amounts of $201,000, $161,000, and $130,000, respectively. |
|
The chart below summarizes the approximate payments associated with related parties for the twelve months ended December 31, 2013, 2012 and 2011: |
|
Related Party Payments: | | | | | | | | | | | | | | | | | | | |
| | | | For Twelve Months Ended | | | | |
Payee | | Purpose | | December 31, 2013 | | December 31, 2012 | | December 31, 2011 | | | | |
UMTHGS | | Trust administration fees | | $ | 1,125,000 | | 93 | % | $ | 731,000 | | 91 | % | $ | 1,808,000 | | 96 | % | | | |
UMTHGS | | General & administrative - Shareholder Relations | | | 86,000 | | 7 | % | | 76,000 | | 9 | % | | 76,000 | | 4 | % | | | |
UMTHGS | | General & administrative –Misc. | | | - | | 0 | % | | - | | 0 | % | | 3,000 | | 0 | % | | | |
| | | | $ | 1,211,000 | | 100 | % | $ | 807,000 | | 100 | % | $ | 1,887,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
PSC | | Loan Servicing Fee | | $ | 5,000 | | 100 | % | $ | 19,000 | | 100 | % | $ | 21,000 | | 78 | % | | | |
PSC | | General & Administrative – Misc. | | | - | | 0 | % | | - | | 0 | % | | 6,000 | | 22 | % | | | |
| | | | $ | 5,000 | | 100 | % | $ | 19,000 | | 100 | % | $ | 27,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
UMTH | | Debt Placement Fees | | | 150,000 | | 100 | % | | - | | - | | | 93,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
UDF III | | Credit Enhancement Fees | | | 78,000 | | 100 | % | | 66,000 | | 100 | % | | 64,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
UDF LOF | | Participation Interest Paid | | | - | | - | | | - | | - | | | 313,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
UDF IV | | Participation Interest Paid | | | 791,000 | | 100 | % | | 1,696,000 | | 100 | % | | 540,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
UDF X | | Participation Interest Paid | | | | | - | | | 23,000 | | 100 | % | | 126,000 | | 100 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
UMTH LD | | Admin and Origination Fees Paid | | | 201,000 | | 100 | % | | 161,000 | | 100 | % | | 130,000 | | 100 | % | | | |
|
The chart below summarizes the approximate expenses associated with related parties for the twelve months ended December 31, 2013, 2012 and 2011: |
|
Related Party Expenses: | | | | | | | | | | | | | | | | | | | | | |
| | | | For Twelve Months Ended | | |
Payee | | Purpose | | December 31, 2013 | | | December 31, 2012 | | | December 31, 2011 | | |
UMTHGS | | Trust administration fees | | $ | 1,000,000 | | 93 | % | | $ | 1,000,000 | | 93 | % | | $ | 1,000,000 | | 93 | % | |
UMTHGS | | General & administrative - Shareholder Relations | | | 76,000 | | 7 | % | | | 76,000 | | 7 | % | | | 76,000 | | 7 | % | |
UMTHGS | | General & administrative –Misc. | | | 1,000 | | 0 | % | | | 2,000 | | 0 | % | | | 3,000 | | 0 | % | |
| | | | $ | 1,077,000 | | 100 | % | | $ | 1,078,000 | | 100 | % | | $ | 1,079,000 | | 100 | % | |
| | | | | | | | | | | | | | | | | | | | | |
PSC | | Loan Servicing Fee | | $ | 5,000 | | 100 | % | | $ | 19,000 | | 100 | % | | $ | 21,000 | | 75 | % | |
PSC | | General & Administrative – Misc. | | | - | | - | | | | - | | - | | | | 7,000 | | 25 | % | |
| | | | $ | 5,000 | | 100 | % | | $ | 19,000 | | 100 | % | | $ | 28,000 | | 100 | % | |
| | | | | | | | | | | | | | | | | | | | | |
UMTH | | Debt Placement Fees | | | 52,000 | | 100 | % | | | 42,000 | | 100 | % | | | 25,000 | | 100 | % | |
| | | | | | | | | | | | | | | | | | | | | |
UDF III | | Credit Enhancement Fees | | | 77,000 | | 100 | % | | | 109,000 | | 100 | % | | | 80,000 | | 100 | % | |
| | | | | | | | | | | | | | | | | | | | | |