Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
O. Related Party Transactions |
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All prior year information presented in this footnote has been revised to reflect the effects of the Restatement described in Note C above. |
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O&O Reimbursement |
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We pay our Advisor an O&O Reimbursement (as discussed in Note H) for reimbursement of organization and offering expenses funded by our Advisor or its affiliates. For the years ended December 31, 2013 and 2012, we reimbursed our Advisor approximately $8.2 million and $5.9 million, respectively in accordance with the O&O Reimbursement. As of December 31, 2013, no unpaid organization and offering costs are included in accrued liabilities – related parties. As of December 31, 2012, approximately $4.7 million is included in accrued liabilities – related parties in connection with organization and offering costs payable to our Advisor or its affiliates related to the Offering. |
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Advisory Fees |
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We incur monthly Advisory Fees, payable to our Advisor, equal to 2% per annum of our average invested assets (as discussed in Note I). For the years ended December 31, 2013, 2012 and 2011, approximately $8.2 million, $4.2 million and $1.9 million, respectively, is included in advisory fee – related party expense for Advisory Fees payable to our Advisor. As of December 31, 2013 and 2012, approximately $842,000 and $499,000, respectively, is included in accrued liabilities – related parties associated with Advisory Fees payable to our Advisor. |
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Acquisition and Origination Fees |
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We incur Acquisition and Origination Fees equal to 3% of the net amount available for investment in secured loans and other real estate assets (as discussed in Note B and Note I); provided, however, that no such fees will be paid with respect to any asset level indebtedness we incur. The fees are further reduced by the amount of any acquisition and origination expenses paid by borrowers or investment entities to our Advisor or affiliates of our Advisor with respect to our investment. Such costs are expensed as incurred and are payable to UMTH LD, our asset manager. See Note C for further discussion of the Restatement associated with Acquisition and Origination Fees. The general partner of our Advisor is also the general partner of UMTH LD. After giving effect to the Restatement, for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, approximately $9.5 million, $5.2 million, $2.4 million, $2.1 million and $40,000, respectively, is included in general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. As of December 31, 2013 and 2012, approximately $2.4 million and $868,000, respectively, is included in accrued liabilities – related parties associated with Acquisition and Origination Fees payable to UMTH LD. |
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Debt Financing Fees |
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Pursuant to the origination of any line of credit or other debt financing, we pay our Advisor Debt Financing Fees, as discussed in Note I. These Debt Financing Fees are expensed on a straight line basis over the life of the financing arrangement. |
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The following table represents the approximate amount included in general and administrative – related parties expense for the period indicated associated with Debt Financing Fees paid to our Advisor in connection with our credit facility and lines of credit: |
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| | For the year ended December 31, | | | | | | | | | |
Facility | | 2013 | | 2012 | | 2011 | | | | | | | | | |
Credit Facility | | $ | 13,000 | | $ | 20,000 | | $ | 48,000 | | | | | | | | | |
UDF IV HF CTB LOC | | | 52,000 | | | 27,000 | | | 20,000 | | | | | | | | | |
CTB Revolver | | | 111,000 | | | 45,000 | | | 31,000 | | | | | | | | | |
UTB Revolver | | | 8,000 | | | 13,000 | | | 31,000 | | | | | | | | | |
F&M Loan | | | 33,000 | | | 60,000 | | | 33,000 | | | | | | | | | |
Legacy Revolver | | | 4,000 | | | 50,000 | | | 8,000 | | | | | | | | | |
Veritex Revolver | | | 21,000 | | | 6,000 | | | - | | | | | | | | | |
Affiliated Bank Loan | | | 11,000 | | | - | | | - | | | | | | | | | |
UDF IV Fin VII Legacy LOC | | | 21,000 | | | - | | | - | | | | | | | | | |
UDF IV Fin VI CTB LOC | | | 52,000 | | | - | | | - | | | | | | | | | |
Independent Bank | | | 6,000 | | | - | | | - | | | | | | | | | |
Total | | $ | 332,000 | | $ | 221,000 | | $ | 171,000 | | | | | | | | | |
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As of December 31, 2013 and 2012, approximately $0 and $44,000, respectively, is included in accrued liabilities – related parties associated with unpaid Debt Financing Fees. |
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Credit Enhancement Fees |
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We and our wholly-owned subsidiaries will occasionally enter into financing arrangements that require guarantees from entities affiliated with us. These guarantees require us to pay fees (“Credit Enhancement Fees”) to our affiliated entities as consideration for their guarantees. These Credit Enhancement Fees are either expensed as incurred or recorded as a prepaid asset and amortized, based on the terms of the guarantee agreements. |
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The following table represents the approximate amount included in general and administrative – related parties expense for the periods indicated associated with Credit Enhancement Fees paid to UDF III for its guarantees of our lines of credit, as discussed in Note K. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD is the general partner of UDF III. UDF III has received an opinion from Jackson Claborn, Inc., an independent advisor, that these credit enhancements are fair and at least as reasonable as credit enhancements with unaffiliated entities in similar circumstances. |
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| | For the year ended December 31, | | | | | | | | | |
Facility | | 2013 | | 2012 | | 2011 | | | | | | | | | |
UDF IV HF CTB LOC | | $ | 45,000 | | $ | 60,000 | | $ | 60,000 | | | | | | | | | |
CTB Revolver | | | 45,000 | | | 59,000 | | | 43,000 | | | | | | | | | |
F&M Loan | | | 28,000 | | | 58,000 | | | 51,000 | | | | | | | | | |
UDF IV Fin VI CTB LOC | | | 5,000 | | | - | | | - | | | | | | | | | |
Total | | $ | 123,000 | | $ | 177,000 | | $ | 154,000 | | | | | | | | | |
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As of December 31, 2013 and 2012, approximately $17,000 and $11,000, respectively, is included in accrued liabilities – related parties associated with Credit Enhancement Fees payable to our Advisor or its affiliates. |
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The chart below summarizes the approximate payments to related parties for the years ended December 31, 2013 and 2012: |
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| | | | For the Year Ended December 31, | | | | | |
Payee | | Purpose | | 2013 | | | 2012 | | | | | |
UMTH GS | | | | | | | | | | | | | | | | | | |
| | O&O Reimbursement | | $ | 8,167,000 | | 33 | % | | $ | 5,878,000 | | 38 | % | | | | |
| | Advisory Fees | | | 7,819,000 | | 32 | % | | | 3,924,000 | | 26 | % | | | | |
| | Debt Financing Fees | | | 361,000 | | 1 | % | | | 148,000 | | 1 | % | | | | |
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UMTH LD | | | | | | | | | | | | | | | | | | |
| | Acquisition and Origination Fees | | | 7,953,000 | | 33 | % | | | 5,155,000 | | 34 | % | | | | |
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UDF III | | | | | | | | | | | | | | | | | | |
| | Credit Enhancement Fees | | | 132,000 | | 1 | % | | | 115,000 | | 1 | % | | | | |
Total Payments | | | | $ | 24,432,000 | | 100 | % | | $ | 15,220,000 | | 100 | % | | | | |
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The chart below summarizes the approximate expenses associated with related parties for the years ended December 31, 2013, 2012 and 2011: |
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| | For the Year Ended December 31, | |
Purpose | | 2013 | | | 2012 | | | 2011 | |
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Advisory Fees | | $ | 8,162,000 | | 100 | % | | $ | 4,187,000 | | 100 | % | | $ | 1,937,000 | | 100 | % |
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Total Advisory fee – related party | | $ | 8,162,000 | | 100 | % | | $ | 4,187,000 | | 100 | % | | $ | 1,937,000 | | 100 | % |
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Amortization of Debt Financing Fees | | $ | 332,000 | | 3 | % | | $ | 222,000 | | 4 | % | | $ | 171,000 | | 6 | % |
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Acquisition and Origination Fees | | | 9,504,000 | | 95 | % | | | 5,188,000 | | 93 | % | | | 2,449,000 | | 88 | % |
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Credit Enhancement Fees | | | 123,000 | | 2 | % | | | 177,000 | | 3 | % | | | 154,000 | | 6 | % |
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Total General and administrative – related parties | | $ | 9,959,000 | | 100 | % | | $ | 5,587,000 | | 100 | % | | $ | 2,774,000 | | 100 | % |
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The chart below summarizes general and administrative - related parties expense for the years ended December 31, 2010 and 2009: |
| | For the Year Ended December 31, | | | | | | | | |
Purpose | | 2010 | | 2009 | | | | | | | | |
Amortization of Debt Financing Fees | | $ | 156,000 | | 6 | % | $ | - | | - | | | | | | | | |
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Acquisition and Origination Fees | | | 2,109,000 | | 91 | % | | 40,000 | | 100 | % | | | | | | | |
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Credit Enhancement Fees | | | 65,000 | | 3 | % | | - | | - | | | | | | | | |
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Total General and administrative – related parties | | $ | 2,330,000 | | 100 | % | $ | 40,000 | | 100 | % | | | | | | | |
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Loan Participation Interest – Related Parties |
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A majority of our trustees (including a majority of our independent trustees) who are not otherwise interested in these transactions have approved the following loan participation interest – related parties agreements as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. |
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Buffington Participation Agreements |
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On December 18, 2009, we entered into two participation agreements (collectively, the “Buffington Participation Agreements”) with UMT Home Finance, LP (“UMTHF”), an affiliated Delaware limited partnership, pursuant to which we purchased a participation interest in UMTHF’s construction loans (the “Construction Loans”) to Buffington Texas Classic Homes, LLC (“Buffington Classic”), an affiliated Texas limited liability company, and Buffington Signature Homes, LLC (“Buffington Signature”), an affiliated Texas limited liability company (collectively, “Buff Homes”). Our Advisor also serves as the advisor for United Mortgage Trust (“UMT”), a Maryland real estate investment trust, which owns 100% of the interests in UMTHF. UMTH LD has a minority limited partnership interest in Buffington Homebuilding Group, Ltd., which is the parent of Buff Homes. |
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The Construction Loans originally provided Buff Homes, which is a homebuilding group, with residential interim construction financing for the construction of new homes in the greater Austin, Texas area through October 28, 2012. In connection with the maturity of the Construction Loans, the Buffington Participation Agreements originally terminated on October 28, 2012, as well. Pursuant to a letter agreement entered into on October 28, 2012, UMTHF extended the termination date of the Construction Loans to October 28, 2013 and, in connection with this extension, we have extended the Buffington Participation Agreements to October 28, 2013. Effective October 28, 2013, pursuant to a Sixth Modification to Construction Loan Agreement, UMTHF extended the termination date of the Construction Loans to October 28, 2014. The Buffington Classic participation agreement was also extended to October 28, 2014 in connection with this modification. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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The Construction Loans are evidenced by promissory notes, are secured by first lien deeds of trust on the homes financed under the Construction Loans, and are guaranteed by the parent company and the principals of Buff Homes. Each loan financed under the Construction Loans matures and becomes due and payable in full upon the earlier of (i) the sale of the home financed under the loan, or (ii) nine months after the loan was originated; provided, that the maturity of each loan may be automatically extended for additional 90-day terms following the original maturity date. For each loan originated to it, Buff Homes is required to pay interest monthly and to repay the principal advanced to it upon the sale of the home or in any event no later than 12 months following the origination of the loan, unless the loan is further extended. The interest rate under the Construction Loans is the lower of 13% or the highest rate allowed by law. |
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On April 9, 2010, we entered into an Agent – Participant Agreement with UMTHF (the “UMTHF Agent Agreement”). In accordance with the UMTHF Agent Agreement, UMTHF will continue to manage and control the Construction Loans and each participant party has appointed UMTHF as its agent to act on its behalf with respect to all aspects of the Construction Loans, provided that, pursuant to the UMTHF Agent Agreement, we retain approval rights in connection with any material decisions pertaining to the administration and services of the loans and, with respect to any material modification to the loans and in the event that the loans become non-performing, we shall have effective control over the remedies relating to the enforcement of the loans, including ultimate control of the foreclosure process. |
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Pursuant to the Buffington Participation Agreements, we will participate in the Construction Loans by funding the lending obligations of UMTHF under the Construction Loans up to a maximum amount determined by us at our discretion. The Buffington Participation Agreements give us the right to receive payment from UMTHF of principal and accrued interest relating to amounts funded by us under the Buffington Participation Agreements. The interest rate under the Construction Loans is the lower of 13% or the highest rate allowed by law. Our participation interest is repaid as Buff Homes repays the Construction Loans or as the individual construction loans mature. |
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Buffington Lot Participation Agreements |
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On March 24, 2010, we entered into two Participation Agreements (collectively, the “Buffington Lot Participation Agreements”) with UDF III pursuant to which we purchased a 100% participation interest in UDF III’s lot inventory line of credit loan facilities with Buffington Signature (the “Buffington Signature Line”) and Buffington Classic (the “Buffington Classic Line”) (collectively, the “Lot Inventory Loans”). The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD is the general partner of UDF III, and UMTH LD has a minority limited partnership interest in Buffington Homebuilding Group, Ltd., which is the parent of Buff Homes. The Lot Inventory Loans are evidenced by promissory notes, are secured by first lien deeds of trust on the lots financed under the Lot Inventory Loans, and are guaranteed by Buff Homes’ parent company and an affiliate company of Buff Homes. The Lot Inventory Loans provide Buff Homes with financing for the acquisition of residential lots which are held as inventory to facilitate Buff Homes’ new home construction business in the greater Austin, Texas area. When a lot is slated for residential construction, Buff Homes obtains an interim construction loan and the principal advanced for the acquisition of the lot is repaid under the Lot Inventory Loans. |
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On April 9, 2010, we entered into an Agent Agreement with UDF III (the “UDF III Agent Agreement”). In accordance with the UDF III Agent Agreement, UDF III will continue to manage and control the Lot Inventory Loans and each participant party has appointed UDF III as its agent to act on its behalf with respect to all aspects of the Lot Inventory Loans, provided that, pursuant to the UDF III Agent Agreement, we retain approval rights in connection with any material decisions pertaining to the administration and services of the loans and, with respect to any material modification to the loans and in the event that the loans become non-performing, we shall have effective control over the remedies relating to the enforcement of the loans, including ultimate control of the foreclosure process. |
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Pursuant to the Buffington Lot Participation Agreements, we will participate in the Lot Inventory Loans by funding UDF III’s lending obligations under the Lot Inventory Loans up to a maximum amount of $2.5 million under the Buffington Signature Line and $2.0 million under the Buffington Classic Line. The Buffington Lot Participation Agreements give us the right to receive repayment of all principal and accrued interest relating to amounts funded by us under the Buffington Lot Participation Agreements. The interest rate for the Lot Inventory Loans is the lower of 14% or the highest rate allowed by law. Our participation interest is repaid as Buff Homes repays the Lot Inventory Loans. For each loan originated, Buff Homes is required to pay interest monthly and to repay the principal advanced no later than 12 months following the origination of the loan. The Buffington Signature Line matured and terminated in August 2011, at which time there was no outstanding balance, and our participation interest terminated simultaneously. The Buffington Classic Line was due and payable in full on August 21, 2012. Effective August 21, 2012, pursuant to an extension agreement, UDF III extended the maturity date of the Buffington Classic Line to August 21, 2013 and, in connection with this extension agreement, we entered into a letter agreement with UDF III extending the lot participation agreement associated with the Buffington Classic Line to August 21, 2013. Effective August 21, 2013, UDF III entered into an extension agreement with Buffington Classic pursuant to which, the termination date of the Buffington Classic Line was extended to August 21, 2014. The lot participation agreement associated with the Buffington Classic Line was also extended to August 21, 2014, in connection with this extension. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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UDF III is required to purchase back from us the participation interest in the Lot Inventory Loans (i) upon a foreclosure of UDF III’s assets by its lenders, (ii) upon the maturity of the Lot Inventory Loans, or (iii) at any time upon 30 days prior written notice from us. In such event, the purchase price paid to us will be equal to the outstanding principal amount of the Lot Inventory Loans on the date of termination, together with all accrued interest due thereon, plus any other amounts due to us under the Buffington Lot Participation Agreements. |
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TR Finished Lot Participation |
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On June 30, 2010, we purchased a participation interest (the “TR Finished Lot Participation”) in a finished lot loan (the “Travis Ranch II Finished Lot Loan”) made by UDF III to CTMGT Travis Ranch II, LLC, an unaffiliated Texas limited liability company. UMTH LD is the general partner of UDF III. The Travis Ranch II Finished Lot Loan is secured by a subordinate, second lien deed of trust recorded against finished residential lots in the Travis Ranch residential subdivision located in Kaufman County, Texas. The Travis Ranch II Finished Lot Loan is guaranteed by the limited liability company owners of the borrower and by the principal of the borrower. |
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In accordance with the TR Finished Lot Participation, we are entitled to receive repayment of our participation in the outstanding principal amount of the Travis Ranch II Finished Lot Loan, plus accrued interest thereon, over time as the borrower repays the loan. We have no obligation to increase our participation interest in the Travis Ranch II Finished Lot Loan. The interest rate under the Travis Ranch II Finished Lot Loan is the lower of 15% or the highest rate allowed by law. The borrower has obtained a senior loan secured by a first lien deed of trust on the finished lots. For so long as the senior loan is outstanding, proceeds from the sale of the residential lots securing the Travis Ranch II Finished Lot Loan will be paid to the senior lender and will be applied to reduce the outstanding balance of the senior loan. After the senior loan is paid in full, the proceeds from the sale of the residential lots securing the Travis Ranch II Finished Lot Loan are required to be used to repay the Travis Ranch II Finished Lot Loan. The Travis Ranch II Finished Lot Loan and our participation in this loan was originally due and payable in full on August 28, 2012. The Travis Ranch II Finished Lot Loan has subsequently been amended three times pursuant to three separate extension agreements resulting in a current maturity date of January 28, 2015. The TR Finished Lot Participation has also been extended to January 28, 2015 in connection with these modifications. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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TR Paper Lot Participation |
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On June 30, 2010, we purchased a participation interest (the “TR Paper Lot Participation”) in a “paper” lot loan (the “Travis Ranch Paper Lot Loan”) from UDF III to CTMGT Travis Ranch, LLC, an unaffiliated Texas limited liability company. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD is the general partner of UDF III. A “paper” lot is a residential lot shown on a plat that has been accepted by the city or county, but which is currently undeveloped or under development. The borrower owns paper lots in the Travis Ranch residential subdivision of Kaufman County, Texas. The Travis Ranch Paper Lot Loan was initially secured by a pledge of the equity interests in the borrower instead of a real property lien, effectively subordinating the Travis Ranch Paper Lot Loan to all real property liens. The Travis Ranch Paper Lot Loan is guaranteed by the limited liability company owners of the borrower and by the principal of the borrower. |
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We are entitled to receive repayment of our participation in the outstanding principal amount of the Travis Ranch Paper Lot Loan, plus its proportionate share of accrued interest thereon, over time as the borrower repays the Travis Ranch Paper Lot Loan. We have no obligation to increase our participation interest in the Travis Ranch Paper Lot Loan. The interest rate under the Travis Ranch Paper Lot Loan is the lower of 15% or the highest rate allowed by law. The borrower has obtained a senior loan secured by a first lien deed of trust on the paper lots. For so long as the senior loan is outstanding, proceeds from the sale of the paper lots will be paid to the senior lender and will be applied to reduce the outstanding balance of the senior loan. After the senior loan is paid in full, the proceeds from the sale of the paper lots are required to be used to repay the Travis Ranch Paper Lot Loan. The Travis Ranch Paper Lot Loan and our participation in this loan was originally due and payable in full on September 24, 2012. The Travis Ranch Paper Lot Loan has subsequently been amended three times pursuant to three separate extension agreements resulting in a current maturity date of January 28, 2015. The TR Paper Lot Participation has also been extended to January 28, 2015 in connection with these modifications. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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Carrollton Participation Agreement |
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On June 10, 2011, we entered into a participation agreement (the “Carrollton Participation Agreement”) with UMT Home Finance III, LP (“UMTHFIII”), an affiliated Delaware limited partnership, pursuant to which we purchased a participation interest in UMTHFIII’s finished lot loan (the “Carrollton Lot Loan”) to Carrollton TH, LP (“Carrollton TH”), an unaffiliated Texas limited partnership. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHFIII. The Carrollton Lot Loan provides Carrollton TH with a finished lot loan totaling $3.4 million for townhome lots located in Carrollton, Texas. The Carrollton Lot Loan is evidenced by a promissory note, is secured by first lien deeds of trust on the finished lots financed under the Carrollton Lot Loan, and is guaranteed by the borrower’s general partner and its principal. |
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The Carrollton Participation Agreement gave us the right to receive payment from UMTHFIII of principal and accrued interest relating to amounts funded by us under the Carrollton Participation Agreement. The interest rate under the Carrollton Lot Loan was the lower of 13% or the highest rate allowed by law. The original maturity date of the Carrollton Lot Loan is June 10, 2014. Pursuant to a letter agreement entered into in March 2012, the Carrollton Participation Agreement maturity date was extended from March 10, 2012 to December 10, 2012. Pursuant to a letter agreement entered into in December 2012, the Carrollton Participation Agreement maturity date was extended from December 10, 2012 to June 10, 2014. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. We received payment in full for the Carrollton Participation Agreement on May 31, 2013. |
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165 Howe Participation Agreement |
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On October 4, 2011, we entered into a participation agreement (the “165 Howe Participation Agreement”) with UMT Home Finance III, LP (“UMTHFIII”), an affiliated Delaware limited partnership, pursuant to which we purchased a participation interest in UMTHFIII’s finished lot loan (the “165 Howe Lot Loan”) to 165 Howe, L.P., an unaffiliated Texas limited partnership, and Allen Partners, L.P., an unaffiliated Texas limited partnership (collectively, “165 Howe”). Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHFIII. The 165 Howe Lot Loan provides 165 Howe with a finished lot loan totaling $2.9 million for finished single-family residential lots located in Fort Worth, Texas. The 165 Howe Lot Loan is evidenced by a promissory note, is secured by first lien deeds of trust on the finished lots financed under the 165 Howe Lot Loan, and is guaranteed by the borrower’s general partner and its principal. |
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The 165 Howe Participation Agreement gave the Trust the right to receive payment from UMTHFIII of principal and accrued interest relating to amounts funded by the Trust under the 165 Howe Participation Agreement. The interest rate under the 165 Howe Lot Loan is the lower of 11.5% or the highest rate allowed by law. The original maturity date of the 165 Howe Participation Agreement was July 4, 2012. Pursuant to a letter agreement entered into in July 2012, the 165 Howe Participation Agreement maturity date was extended from July 4, 2012 to December 10, 2012. Pursuant to a letter agreement entered into in December 2012, the 165 Howe Participation Agreement maturity date was extended from December 10, 2012 to October 4, 2013. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. We received payment in full for the 165 Howe Participation Agreement on November 6, 2013. |
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Pine Trace Participation Agreement |
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On May 31, 2012, we entered into a participation agreement (the “Pine Trace Participation Agreement”) with UMTHFIII pursuant to which we purchased a participation interest in UMTHFIII’s loan (the “Pine Trace Loan”) to Pine Trace Village, LLC an unaffiliated Texas limited liability company (“Pine Trace”). Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHFIII. The Pine Trace Loan was initially secured by approximately 118 finished lots and 151 acres of undeveloped land located in Houston, Texas. The Pine Trace Loan is evidenced by a promissory note and is secured by first lien deeds of trust on the finished lots financed under the Pine Trace Loan. |
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The Pine Trace Participation Agreement gives us the right to receive payment from UMTHFIII of principal and accrued interest relating to amounts funded by us under the Pine Trace Participation Agreement. The interest rate under the Pine Trace Loan is the lower of 13% or the highest rate allowed by law. Our interest will be repaid as Pine Trace repays the Pine Trace Loan. Pine Trace is required to pay interest monthly and to repay a portion of principal upon the sale of lots covered by the deed of trust. The original maturity date of the Pine Trace Participation Agreement was March 29, 2013. The Pine Trace Loan has subsequently been amended twice pursuant to two separate extension agreements resulting in a current maturity date of March 29, 2015. The Pine Trace Participation Agreement has also been extended to March 29, 2015 in connection with these modifications. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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Northpointe Participation Agreement |
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On June 11, 2012, we entered into a participation agreement (the “Northpointe Participation Agreement”) with UDF III pursuant to which we purchased a participation interest in UDF III’s loan (the “Northpointe Loan”) to UDF Northpointe, LLC, an unaffiliated Texas limited liability company (“Northpointe”). The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD is the general partner of UDF III. The Northpointe Loan was initially secured by approximately 301 lots located in Collin County, Tarrant County and Kaufman County, Texas. The Northpointe Loan is evidenced by a promissory note and is secured by first lien deeds of trust on the lots financed under the Northpointe Loan. |
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The Northpointe Participation Agreement gives us the right to receive payment from UDF III of principal and accrued interest relating to amounts funded by us under the Northpointe Participation Agreement. The interest rate under the Northpointe Loan is the lower of 12% or the highest rate allowed by law. Our interest will be repaid as Northpointe repays the Northpointe Loan. Northpointe is required to pay interest monthly and to repay a portion of principal upon the sale of lots covered by the deed of trust. The original maturity date of the Northpointe Participation Agreement was December 4, 2012. Pursuant to a letter agreement entered into in December 2012, the Northpointe Participation Agreement maturity date was extended from December 4, 2012 to June 4, 2013. Effective June 4, 2013, pursuant to a loan modification agreement, UDF III extended the maturity date of the Northpointe Loan to June 4, 2014. The Northpointe Participation Agreement was also extended to June 4, 2014 in connection with this modification. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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Northpointe II Participation Agreement |
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On May 2, 2013, we entered into a participation agreement (the “Northpointe II Participation Agreement”) with UDF III pursuant to which we purchased a participation interest in UDF III’s loan (the “Northpointe II Loan”) to UDF Northpointe II, LLC (“Northpointe II”). The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD is the general partner of UDF III. The Northpointe II Loan is evidenced by two secured promissory notes and was initially secured by second lien deeds of trust on approximately 251 finished lots and 110 acres of land in Texas. |
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The Northpointe II Participation Agreement gives us the right to receive payment from UDF III of principal and accrued interest relating to amounts funded by us under the Northpointe II Participation Agreement. The interest rate under the Northpointe II Loan is the lower of 12% or the highest rate allowed by law. Our interest will be repaid as Northpointe II repays the Northpointe II Loan. Northpointe II is required to pay interest monthly and to repay a portion of principal upon the sale of lots covered by the deed of trust. The Northpointe II Loan and our participation in this loan were originally due and payable in full on December 28, 2013. Effective December 28, 2013, pursuant to a loan modification agreement, UDF III extended the maturity date of the Northpointe II Loan to December 28, 2014. The Northpointe Participation Agreement was also extended to December 28, 2014 in connection with this modification. In determining whether to extend this participation, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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UMTHF Megatel Participation |
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On October 3, 2013, we entered into a participation agreement (the “UMTHF Megatel Participation”) with UMTHF pursuant to which we purchased a participation interest in UMTHF’s construction loan (the “UMTHF Megatel Loan”) to Megatel Homes II, LLC (“Megatel”). Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHF. |
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The UMTHF Megatel Loan provides Megatel, which is a homebuilding group, with up to $10.0 million in residential interim construction financing for the construction of new homes in the Dallas, Texas area through October 3, 2014. The UMTHF Megatel Loan is evidenced by promissory notes and is secured by first lien deeds of trust on the homes financed under the UMTHF Megatel Loan, and is guaranteed by the parent company and the principals of Megatel. Each loan financed under the UMTHF Megatel Loan matures and becomes due and payable in full upon the earlier of (i) the sale of the home financed under the loan, or (ii) 12 months after the loan was originated; provided, that the maturity of each loan may be automatically extended for additional 12 month terms following the original maturity date. For each loan originated to it, Megatel is required to pay interest monthly and to repay the principal advanced to it upon the sale of the home or in any event no later than 12 months following the origination of the loan, unless the loan is further extended. The interest rate under the UMTHF Megatel Loan is the lower of 13% or the highest rate allowed by law. |
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Pursuant to the UMTH Megatel Participation, we will participate in the UMTHF Megatel Loan by funding the lending obligations of UMTHF under the UMTHF Megatel Loan up to a maximum amount determined by us at our discretion. The UMTH Megatel Participation gives us the right to receive payment from UMTHF of principal and accrued interest relating to amounts funded by us under the UMTH Megatel Participation. The interest rate under the UMTHF Megatel Loan is the lower of 13% or the highest rate allowed by law. Our participation interest is repaid as Megatel repays the UMTHF Megatel Loan or as the individual construction loans mature. |
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URHF Buckingham Participation |
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On December 16, 2013, we entered into a participation agreement (the “URHF Buckingham Participation”) with URHF pursuant to which we purchased a participation interest in URHF’s $4.9 million loan (the “URHF Buckingham Loan”) to CTMGT Buckingham, LLC (“Buckingham”), a Texas limited liability company. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in URHF. The URHF Buckingham Loan provides financing to Buckingham to acquire and develop 81 paper lots located in Texas. The URHF Buckingham Loan is evidenced by a secured promissory note and secured by a first lien deed of trust on the lots and is guaranteed by principals of the borrower. |
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The URHF Buckingham Participation gives us the right to receive payment from URHF of principal and accrued interest relating to amounts funded by us under the URHF Buckingham Participation. The interest rate under the URHF Buckingham Loan is the lower of 13% or the highest rate allowed by law. Our interest will be repaid as Buckingham repays the URHF Buckingham Loan. Buckingham is required to make loan payments upon the sale of lots covered by the deed of trust. The URHF Buckingham Loan and our participation in this loan are due and payable in full on June 28, 2016. |
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URHF Bratton Hill Participation |
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On December 16, 2013, we entered into a participation agreement (the “URHF Bratton Hill Participation”) with URHF pursuant to which we purchased a participation interest in URHF’s $3.0 million loan (the “URHF Bratton Hill Loan”) to BLD Bratton Hill, LLC (“Bratton Hill”), a Texas limited liability company. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in URHF. The URHF Bratton Hill Loan provides financing to Bratton Hill to acquire and develop 52 paper lots located in Texas. The URHF Bratton Hill Loan is evidenced by a secured promissory note and secured by a first lien deed of trust on the lots and is guaranteed by principals of the borrower. |
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The URHF Buckingham Participation gives us the right to receive payment from URHF of principal and accrued interest relating to amounts funded by us under the URHF Bratton Hill Participation. The interest rate under the URHF Bratton Hill Loan is the lower of 13% or the highest rate allowed by law. Our interest will be repaid as Bratton Hill repays the URHF Bratton Hill Loan. Bratton Hill is required to pay make loan payments upon the sale of lots covered by the deed of trust. The URHF Bratton Hill Loan and our participation in this loan are due and payable in full on July 31, 2016. |
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Summary Information |
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The chart below summarizes the approximate outstanding balance of each of our loans included in loan participation interest – related parties as of the date indicated: |
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Loan Name | | December 31, 2013 | | December 31, 2012 | | | | | | | | | | | | |
Buffington Participation Agreements | | $ | 2,826,000 | | $ | 7,203,000 | | | | | | | | | | | | |
Buffington Lot Participation Agreements | | | 279,000 | | | 499,000 | | | | | | | | | | | | |
TR Finished Lot Participation | | | 3,346,000 | | | 3,560,000 | | | | | | | | | | | | |
TR Paper Lot Participation | | | 12,617,000 | | | 10,620,000 | | | | | | | | | | | | |
Carrollton Participation Agreement | | | - | | | 817,000 | | | | | | | | | | | | |
165 Howe Participation Agreement | | | - | | | 1,289,000 | | | | | | | | | | | | |
Pine Trace Participation Agreement | | | 6,646,000 | | | 5,193,000 | | | | | | | | | | | | |
Northpointe Participation Agreement | | | 1,585,000 | | | 212,000 | | | | | | | | | | | | |
Northpointe II Participation Agreement | | | 3,000,000 | | | - | | | | | | | | | | | | |
UMTHF Megatel Participation | | | - | | | - | | | | | | | | | | | | |
URHF Buckingham Participation | | | 1,425,000 | | | - | | | | | | | | | | | | |
URHF Bratton Hill Participation | | | 1,186,000 | | | - | | | | | | | | | | | | |
Total | | $ | 32,910,000 | | $ | 29,393,000 | | | | | | | | | | | | |
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The chart below summarizes the approximate accrued interest included in accrued receivable – related parties associated with each of our loans included in loan participation interest – related parties as of the date indicated: |
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Loan Name | | December 31, 2013 | | December 31, 2012 | | | | | | | | | | | | |
Buffington Participation Agreements | | $ | 47,000 | | $ | - | | | | | | | | | | | | |
Buffington Lot Participation Agreements | | | 16,000 | | | 20,000 | | | | | | | | | | | | |
TR Finished Lot Participation | | | 66,000 | | | 175,000 | | | | | | | | | | | | |
TR Paper Lot Participation | | | 197,000 | | | 401,000 | | | | | | | | | | | | |
Carrollton Participation Agreement | | | - | | | 4,000 | | | | | | | | | | | | |
165 Howe Participation Agreement | | | - | | | 21,000 | | | | | | | | | | | | |
Pine Trace Participation Agreement | | | 562,000 | | | 134,000 | | | | | | | | | | | | |
Northpointe Participation Agreement | | | - | | | - | | | | | | | | | | | | |
Northpointe II Participation Agreement | | | - | | | - | | | | | | | | | | | | |
UMTHF Megatel Participation | | | - | | | - | | | | | | | | | | | | |
URHF Buckingham Participation | | | 91,000 | | | - | | | | | | | | | | | | |
URHF Bratton Hill Participation | | | 64,000 | | | - | | | | | | | | | | | | |
Total | | $ | 1,043,000 | | $ | 755,000 | | | | | | | | | | | | |
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The following table summarizes the approximate income included in interest income – related parties associated with each of our loans included in loan participation interest – related parties for the periods indicated: |
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| | For the year ended December 31, | | | | | | | | | |
Loan Name | | 2013 | | 2012 | | 2011 | | | | | | | | | |
Buffington Participation Agreements | | $ | 412,000 | | $ | 877,000 | | $ | 415,000 | | | | | | | | | |
Buffington Lot Participation Agreements | | | 57,000 | | | 62,000 | | | 32,000 | | | | | | | | | |
TR Finished Lot Participation | | | 534,000 | | | 455,000 | | | 337,000 | | | | | | | | | |
TR Paper Lot Participation | | | 1,696,000 | | | 1,442,000 | | | 888,000 | | | | | | | | | |
Carrollton Participation Agreement | | | 28,000 | | | 175,000 | | | 139,000 | | | | | | | | | |
165 Howe Participation Agreement | | | 83,000 | | | 159,000 | | | 76,000 | | | | | | | | | |
Pine Trace Participation Agreement | | | 729,000 | | | 388,000 | | | - | | | | | | | | | |
Northpointe Participation Agreement | | | 142,000 | | | 51,000 | | | - | | | | | | | | | |
Northpointe II Participation Agreement | | | 252,000 | | | - | | | - | | | | | | | | | |
UMTHF Megatel Participation | | | - | | | - | | | - | | | | | | | | | |
URHF Buckingham Participation | | | 7,000 | | | - | | | - | | | | | | | | | |
URHF Bratton Hill Participation | | | 6,000 | | | - | | | - | | | | | | | | | |
Total | | $ | 3,946,000 | | $ | 3,609,000 | | $ | 1,887,000 | | | | | | | | | |
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Notes Receivable – Related Parties |
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A majority of our trustees (including a majority of our independent trustees) who are not otherwise interested in these transactions have approved the following notes receivable – related parties agreements as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. |
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HLL Indian Springs Loan |
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On January 18, 2010, we made a finished lot loan (the “HLL Indian Springs Loan”) of approximately $1.8 million to HLL Land Acquisitions of Texas, L.P., an affiliated Texas limited partnership (“HLL”). HLL is a wholly owned subsidiary of United Development Funding, L.P. (“UDF I”), an affiliated Delaware limited partnership. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The HLL Indian Springs Loan was initially evidenced and secured by a first lien deed of trust recorded against approximately 71 finished residential lots in The Preserve at Indian Springs, a residential subdivision in the City of San Antonio, Bexar County, Texas, as well as a promissory note, assignments of certain lot sale contracts and earnest money, and other loan documents. The interest rate under the HLL Indian Springs Loan was the lower of 13% or the highest rate allowed by law. The HLL Indian Springs Loan was scheduled to mature on July 18, 2013, pursuant to the First Modification Agreement dated July 18, 2011. In determining whether to modify this loan, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. The HLL Indian Springs Loan was paid in full in May 2013. |
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In connection with the HLL Indian Springs Loan, HLL agreed to pay an origination fee of approximately $18,000 to UMTH LD, which was funded by us at the closing of the HLL Indian Springs Loan. |
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Buffington Loan Agreements |
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On April 30, 2010, we entered into two construction loan agreements with Buffington Signature (the “Buffington Signature CL”) and Buffington Classic (the “Buffington Classic CL”) (collectively, the “Buffington Loan Agreements”) through which we agreed to provide interim construction loan facilities (collectively, the “Buffington Loan Facilities”) to Buffington Signature and Buffington Classic. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD owns an investment in Buffington Homebuilding Group, Ltd., which is the parent of Buff Homes. Effective July 2010, we assigned our rights and obligations under the Buffington Loan Facilities to UDF IV HF. |
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The Buffington Signature CL provides Buffington Signature with up to $1.0 million in residential interim construction financing for the construction of new homes in the greater Austin, Texas area and other Texas counties approved by UDF IV HF. The Buffington Signature CL matured and was not renewed in October 2011, at which time there were no amounts outstanding and payable to UDF IV HF. |
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The Buffington Classic CL originally provided Buffington Classic with up to $6.5 million in residential interim construction financing for the construction of new homes in the greater Austin, Texas area and other Texas counties approved by UDF IV HF. Pursuant to the Third Modification to Construction Loan Agreement entered into between UDF IV HF and Buffington Classic in October 2011, the Buffington Classic CL provided Buffington Classic with up to $7.5 million in residential interim construction financing through October 28, 2012. Pursuant to a letter agreement entered into on October 28, 2012, we extended the maturity date of the Buffington Classic CL to October 28, 2013. Pursuant to a Fourth Modification to Construction Loan Agreement, we extended the maturity date of the Buffington Classic CL to October 28, 2014. In determining whether to modify this loan, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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The Buffington Loan Facilities are evidenced and secured by the Buffington Loan Agreements, promissory notes, first lien deeds of trust on the homes financed under the Buffington Loan Facilities and various other loan documents. They are guaranteed by the parent company and certain principals of Buff Homes. The interest rate under the Buffington Loan Facilities is the lower of 13% per annum, or the highest rate allowed by law. Interest is payable monthly. Each loan financed under the Buffington Loan Facilities matures and becomes due and payable in full upon the earlier of (i) the sale of the home financed under the loan, or (ii) nine months after the loan was originated; provided, that the maturity of the loan may be extended up to 90 days following the original maturity date. At the closing of each loan, Buff Homes will pay a 0.5% origination fee to our asset manager. |
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HLL II Highland Farms Loan |
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Effective December 22, 2010, we made a finished lot loan (the “HLL II Highland Farms Loan”) of approximately $1.9 million to HLL II Land Acquisitions of Texas, L.P., an affiliated Texas limited partnership (“HLL II”). HLL II is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The HLL II Highland Farms Loan was initially evidenced and secured by a first lien deed of trust recorded against approximately 68 finished residential lots and 148 undeveloped lots in Highland Farms, a residential subdivision in the City of San Antonio, Bexar County, Texas, as well as a promissory note, assignments of certain lot sale contracts and earnest money, and other loan documents. The interest rate under the HLL II Highland Farms Loan is the lower of 13% or the highest rate allowed by law. The original maturity date of the HLL II Highland Farms Loan was March 22, 2013. The HLL II Highland Farms Loan has subsequently been amended twice pursuant to two separate extension agreements resulting in a current maturity date of March 22, 2015. In determining whether to modify this loan, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. The HLL II Highland Farms Loan provides HLL II with an interest reserve of approximately $354,000 pursuant to which we will fund HLL II’s monthly interest payments and add the payments to the outstanding principal balance of the HLL II Highland Farms Loan. |
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In connection with the HLL II Highland Farms Loan, HLL II agreed to pay us an origination fee of approximately $19,000, which was funded at the closing of the loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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HLL Hidden Meadows Loan |
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Effective February 17, 2011, we entered into a Loan Agreement providing for a maximum $9.9 million loan (the “HLL Hidden Meadows Loan”) to be made to HLL. HLL is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The HLL Hidden Meadows Loan was initially secured by (i) a first priority lien deed of trust to be recorded against 91 finished residential lots, 190 partially developed residential lots and residual undeveloped land located in the residential subdivision of Hidden Meadows, Harris County, Texas, (ii) the assignment of lot sale contracts providing for sales of finished residential lots to a builder, and (iii) the assignment of development reimbursements owing from a Municipal Utility District to HLL. The interest rate under the HLL Hidden Meadows Loan is the lower of 13% or the highest rate allowed by law. The HLL Hidden Meadows Loan matures and becomes due and payable in full on January 21, 2015. The HLL Hidden Meadows Loan provides HLL with an interest reserve, pursuant to which we will fund HLL’s monthly interest payments and add the payments to the outstanding principal balance of the HLL Hidden Meadows Loan. |
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In connection with the HLL Hidden Meadows Loan, HLL agreed to pay a $99,000 origination fee to us, which was funded at the closing of the HLL Hidden Meadows Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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Ash Creek Loan |
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Effective April 20, 2011, we entered into a $3.0 million loan agreement (the “Ash Creek Loan”) with UDF Ash Creek, LP (“UDF Ash Creek”), an affiliated Delaware limited partnership. UDF Ash Creek is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The Ash Creek Loan provides UDF Ash Creek with interim construction financing for the construction of 19 new townhomes in an existing townhome community in Dallas, Texas. The Ash Creek Loan is evidenced and secured by a promissory note, first lien deeds of trust on the townhomes financed under the Ash Creek Loan and various other loan documents. The interest rate under the Ash Creek Loan is the lower of 13% per annum, or the highest rate allowed by law. UDF Ash Creek is required to pay interest monthly and to repay a portion of the principal upon the sale of the townhomes covered by the deed of trust. The Ash Creek Loan matured and became due and payable in full on October 20, 2012. Effective October 20, 2012, we entered into a loan modification agreement with UDF Ash Creek, which extended the maturity date of the Ash Creek Loan to October 20, 2013. Pursuant to a Second Loan Modification Agreement, we extended the maturity date of the Ash Creek Loan to October 20, 2014. In determining whether to extend this loan, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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In connection with the Ash Creek Loan, UDF Ash Creek agreed to pay a $15,000 origination fee to us, which was funded at the closing of the Ash Creek Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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UMTHFII Loan |
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On October 26, 2011, we entered into a secured line of credit promissory note (the “UMTHFII Loan”) with UMT Home Finance II, LP (“UMTHFII”), an affiliated Delaware limited partnership. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHFII. The UMTHFII Loan provided UMTHFII with a $5.0 million line of credit to acquire or originate and fund construction loans and for business purposes approved by the Trust that are related to the acquisition or origination of construction loans. The UMTHFII Loan was subordinate to a senior loan entered into by UMTHFII and was secured by a pledge of the partnership interests in UMTHFII, a security interest against the assets of UMTHFII and a guaranty from UMT. |
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The interest rate under the UMTHFII Loan was the lower of 13% per annum, or the highest rate allowed by law. UMTHFII was required to repay the UMTHFII Loan as it receives net proceeds from the disposition of assets underlying the construction loans and as it receives net proceeds of interest associated with the construction loans. In addition, UMTHFII was required to repay the UMTHFII Loan as it received net proceeds from its private placement offering of up to $5.0 million in promissory notes. The UMTHFII Loan matured and became due and payable in full on October 26, 2012, at which point it terminated. We did not fund any advances or recognize any income associated with the UMTHFII Loan prior to its maturity. |
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UDF TX Two Loan |
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On September 20, 2012, we entered into a loan purchase agreement with a third party to acquire a loan obligation (the “UDF TX Two Loan”) owing from UDF TX Two, L.P., an affiliated Texas limited partnership (“UDF TX Two”) for approximately $2.9 million. UDF I has a 50% partnership interest in UDF TX Two. Our asset manager, UMTH LD, also serves as the asset manager of UDF I. The general partner of our Advisor is also the general partner of UMTH LD. The UDF TX Two Loan provided UDF TX Two with financing to acquire 70 finished home lots in Lakeway, Texas. The UDF TX Two Loan is evidenced and secured by a promissory note, first lien deeds of trust on the finished lots financed under the UDF TX Two Loan and various other loan documents. The interest rate under the UDF TX Two Loan is the lower of 13% per annum, or the highest rate allowed by law. Upon acquisition of the UDF TX Two Loan, we entered into an extension agreement with UDF TX Two pursuant to which we extended the maturity date of the UDF TX Two Loan to September 20, 2014. In determining whether to modify this loan, we evaluated the economic conditions, the estimated value and performance of the underlying collateral, the guarantor, adverse situations that may affect the borrower’s ability to pay or the value of the collateral and other relevant factors. |
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UDF PM Loan |
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Effective October 17, 2012, we entered into a $5.1 million loan agreement (the “UDF PM Loan”) with UDF PM, LLC (“UDF PM”), an affiliated Texas limited liability company. UDF PM is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The UDF PM Loan provides UDF PM with up to $4.8 million in financing for the development of an amenity center and related project amenities located in Lubbock County, Texas. The UDF PM Loan is evidenced and secured by a promissory note and the assignment of development reimbursements owing to UDF PM pursuant to (i) an economic development agreement and (ii) a public improvement district reimbursement contract, both of which were entered into between UDF PM and the city of Wolfforth, Texas. The interest rate under the UDF PM Loan is the lower of 13% per annum, or the highest rate allowed by law. The UDF PM Loan matures and becomes due and payable in full on October 17, 2015. The UDF PM Loan provides UDF PM with an interest reserve of approximately $300,000, pursuant to which we will fund UDF PM’s monthly interest payments and add the payments to the outstanding principal balance of the UDF PM Loan. |
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HLL IS Loan |
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Effective November 29, 2012, we entered into a $6.4 million loan agreement (the “HLL IS Loan”) with HLL. HLL is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The HLL IS Loan provides HLL with up to $5.8 million in financing for the development of residential lots located in Bexar County, Texas. The HLL IS Loan was initially evidenced and secured by a first lien deed of trust recorded against approximately 24 acres in The Preserve at Indian Springs, a residential subdivision in the City of San Antonio, Bexar County, Texas, as well as a promissory note, assignments of certain lot sale contracts, and other loan documents. The interest rate under the HLL IS Loan is the lower of 13% per annum, or the highest rate allowed by law. The HLL IS Loan matures and becomes due and payable in full on November 29, 2015. The HLL IS Loan provides HLL with an interest reserve of approximately $600,000, pursuant to which we will fund HLL’s monthly interest payments and add the payments to the outstanding principal balance of the HLL IS Loan. |
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In connection with the HLL IS Loan, HLL agreed to pay a $64,000 origination fee to us, which was funded at the closing of the HLL IS Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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One KR Loan |
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Effective December 14, 2012, we entered into a $15.3 million loan agreement (the “One KR Loan”) with One KR Venture, L.P., an affiliated Texas limited partnership (“One KR”). One KR is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The One KR Loan provides One KR with up to $12.1 million to refinance existing third party debt and develop real property located in Bexar County, Texas. The One KR Loan was initially evidenced and secured by a first lien deed of trust recorded against approximately 31 acres of real property located in Bexar County, Texas, as well as a promissory note, assignments of certain lot sale contracts, a pledge of partnership interests in the borrower and other loan documents. The interest rate under the One KR Loan is the lower of 13% per annum, or the highest rate allowed by law. The One KR Loan matures and becomes due and payable in full on June 14, 2016. The One KR Loan provides One KR with an interest reserve of approximately $3.2 million, pursuant to which we will fund One KR’s monthly interest payments and add the payments to the outstanding principal balance of the One KR Loan. |
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In connection with the One KR Loan, One KR agreed to pay a $153,000 origination fee to us, which was funded at the closing of the One KR Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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Summary Information |
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The chart below summarizes the approximate outstanding balance of each of our loans included in notes receivable – related parties as of the date indicated: |
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Loan Name | | December 31, 2013 | | December 31, 2012 | | | | | | | | | | | | |
HLL Indian Springs Loan | | $ | - | | $ | 1,460,000 | | | | | | | | | | | | |
Buffington Classic CL | | | - | | | 399,000 | | | | | | | | | | | | |
HLL II Highland Farms Loan | | | 1,572,000 | | | 1,478,000 | | | | | | | | | | | | |
HLL Hidden Meadows Loan | | | 10,643,000 | | | 9,017,000 | | | | | | | | | | | | |
Ash Creek Loan | | | 1,756,000 | | | 2,500,000 | | | | | | | | | | | | |
UDF TX Two Loan | | | 502,000 | | | 3,183,000 | | | | | | | | | | | | |
UDF PM Loan | | | 3,822,000 | | | 892,000 | | | | | | | | | | | | |
HLL IS Loan | | | 2,522,000 | | | 3,111,000 | | | | | | | | | | | | |
One KR Loan | | | 10,201,000 | | | 6,009,000 | | | | | | | | | | | | |
Total | | $ | 31,018,000 | | $ | 28,049,000 | | | | | | | | | | | | |
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The chart below summarizes the approximate accrued interest included in accrued receivable – related parties associated with each of our loans included in notes receivable – related parties as of the date indicated: |
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Loan Name | | December 31, 2013 | | December 31, 2012 | | | | | | | | | | | | |
HLL Indian Springs Loan | | $ | - | | $ | 2,000 | | | | | | | | | | | | |
Buffington Classic CL | | | - | | | 4,000 | | | | | | | | | | | | |
HLL II Highland Farms Loan | | | - | | | - | | | | | | | | | | | | |
HLL Hidden Meadows Loan | | | 1,028,000 | | | 853,000 | | | | | | | | | | | | |
Ash Creek Loan | | | 22,000 | | | 60,000 | | | | | | | | | | | | |
UDF TX Two Loan | | | 16,000 | | | 81,000 | | | | | | | | | | | | |
UDF PM Loan | | | 83,000 | | | 11,000 | | | | | | | | | | | | |
HLL IS Loan | | | 12,000 | | | 35,000 | | | | | | | | | | | | |
One KR Loan | | | - | | | 13,000 | | | | | | | | | | | | |
Total | | $ | 1,161,000 | | $ | 1,059,000 | | | | | | | | | | | | |
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The following table summarizes the approximate income included in interest income – related parties associated with each of our loans included in notes receivable – related parties for the period indicated: |
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| | For the year ended December 31, | | | | | | | | | |
Loan Name | | 2013 | | 2012 | | 2011 | | | | | | | | | |
HLL Indian Springs Loan | | $ | 8,000 | | $ | 177,000 | | $ | 108,000 | | | | | | | | | |
Buffington Classic CL | | | 5,000 | | | 242,000 | | | 548,000 | | | | | | | | | |
HLL II Highland Farms Loan | | | 182,000 | | | 174,000 | | | 193,000 | | | | | | | | | |
HLL Hidden Meadows Loan | | | 1,298,000 | | | 1,032,000 | | | 634,000 | | | | | | | | | |
Ash Creek Loan | | | 284,000 | | | 266,000 | | | 40,000 | | | | | | | | | |
UDF TX Two Loan | | | 206,000 | | | 108,000 | | | - | | | | | | | | | |
UDF PM Loan | | | 326,000 | | | 11,000 | | | - | | | | | | | | | |
HLL IS Loan | | | 478,000 | | | 35,000 | | | - | | | | | | | | | |
One KR Loan | | | 1,033,000 | | | 13,000 | | | - | | | | | | | | | |
Total | | $ | 3,820,000 | | $ | 2,058,000 | | $ | 1,523,000 | | | | | | | | | |
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Commitment Fee Income |
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We and our wholly-owned subsidiaries will occasionally enter into loan agreements with affiliated entities that require origination fees to be funded to us at the closing of the loan. These origination fees are recognized as revenue over the life of the resulting loan and this revenue is included in commitment fee income – related parties. |
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The following table represents the approximate origination fees included in commitment fee income – related parties associated with each loan for the periods indicated: |
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| | For the year ended December 31, | | | | | | | | | |
Loan Name | | 2013 | | 2012 | | 2011 | | | | | | | | | |
HLL II Highland Farms Loan | | $ | 2,000 | | $ | 8,000 | | $ | 9,000 | | | | | | | | | |
HLL Hidden Meadows Loan | | | 25,000 | | | 25,000 | | | 23,000 | | | | | | | | | |
Ash Creek Loan | | | - | | | 8,000 | | | 7,000 | | | | | | | | | |
HLL IS Loan | | | 21,000 | | | 4,000 | | | - | | | | | | | | | |
One KR Loan | | | 51,000 | | | 4,000 | | | - | | | | | | | | | |
Total | | $ | 99,000 | | $ | 49,000 | | $ | 39,000 | | | | | | | | | |
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