PROMISSORY NOTES | During the years ended December 31, 2017 and 2016, the company entered into promissory notes payable to lenders related to the acquisition of seven manufactured housing communities. During the six months ended June 30, 2019, the Company entered into promissory notes payable to lenders related to the acquisition of two manufactured housing communities. During the six months ended June 30, 2019, the Company refinanced a total of $4,940,750 from current loans payable to $8,241,000 of new notes payable from five of the ten existing communities, resulting in an additional loan payable of $3,320,859. The Company used the additional loans payable proceeds from the refinance to retire its convertible note payable of $2,754,550 plus accrued interest. As of June 30, 2019, the Company wrote off mortgage costs of $68,195 and capitalized $227,461 of mortgage costs due to the refinancing. During the three months ended June 30, 2019, the Company had additional notes payable totaling $3,306,649 relating to the two acquisitions and the refinancing. As of June 30, 2019, the outstanding loan balances are $15,542,820. Except for the line of credit, generally, the promissory notes range from 4.5% to 7.0% with 20 to 25 years principal amortization. Two of the promissory notes had an initial 6 months period on interest only payments. The line of credit is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. The line of credit originally awarded the lender 455,000 shares of common stock as compensation, which resulted in making the lender a related party due to its significant ownership. The promissory notes are secured by the real estate assets, and the line of credit is guaranteed by the owner of the principal stockholder of the Company. During the six months ended June 30, 2019, the Company paid off the entire balance on the line of credit of $2,754,550 plus interest and amended the agreement to allow for the redeployment of the $3,000,000 available, eliminated the conversion option whereby the lender could convert the ratio of total outstanding debt at time of exercise of the option into an amount of newly issued shares of the Company’s common stock equal determined by dividing the outstanding indebtedness by $3,000,000 multiplied by 10% with a cap of 864,500 shares. The amendment resulted in issuing an additional 545,000 shares with a fair value of $305,200 for a total of 1,000,000 shares awarded to the lender. As of June 30, 2019, the balance on the line of credit was $1,270,000. The line of credit gives the lender an option to purchase up to 10% of outstanding common shares at the most recent price of any equity transaction for seven years from the amendment dated February 26, 2019. The following are terms of the Company’s secured outstanding debt: Maturity Interest Balance Balance Date Rate 06/30/2019 12/31/18 Butternut MHP Land LLC 3/30/20 6.500 % $ 1,124,755 $ 1,134,971 Butternut MHP Land LLC Mezz 4/1/27 7.000 % 283,550 287,086 Pecan Grove MHP LLC 11/4/26 4.500 % 3,133,037 1,270,577 Azalea MHP LLC 11/10/27 5.000 % 838,821 598,571 Holly Faye MHP LLC 10/1/38 4.000 % 579,825 462,328 Chatham MHP LLC 12/1/22 5.125 % 1,785,048 1,366,753 Lake View MHP LLC 12/1/22 5.125 % 1,869,263 1,222,521 B&D MHP LLC 4/25/29 5.500 % 1,869,261 2,743,303 Hunt Club MHP LLC 5/1/24 5.750 % 1,345,411 - Maple MHP LLC 1/1/23 5.125 % 2,713,849 $ - Totals note payables 15,542,820 9,086,110 Convertible notes payable 12/12/21 18.000 % 1,270,000 2,754,550 Related Party notes payable 12/31/20 (*) 878,567 890,632 Total convertible note and notes payable including related party, net $ 17,691,387 $ 12,731,292 (*) As of June 30, 2019, a related party entity with a common ownership to the Company’s CEO loaned the Company $878,567 for working capital. The note has a three-year term with no annual interest and principal payments are deferred to maturity date. For the six month ended June 30, 2019 and 2018, the Company recorded imputed interest related to the note of $27,861 and $19,316, respectively. Maturities of Long Term Obligations for Five Years and Beyond The minimum annual principal payments of notes payable at June 30, 2019 by fiscal year were: 2019 $ 220,007 2020 1,776,870 2021 307,816 2022 1,522,098 2023 and Thereafter 13,864,596 Total minimum principal payments $ 17,691,387 |