Related Party Transactions | 6 Months Ended |
Jun. 30, 2013 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
O. Related Party Transactions |
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All information 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 six months ended June 30, 2013 and the year ended December 31, 2012, we reimbursed our Advisor approximately $8.1 million and $5.9 million, respectively, in accordance with the O&O Reimbursement. As of June 30, 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 three months ended June 30, 2013 and 2012, approximately $1.8 million and $911,000, respectively, is included in advisory fee – related party expense for Advisory Fees payable to our Advisor. For the six months ended June 30, 2013 and 2012, approximately $3.5 million and $1.7 million, respectively, is included in advisory fee – related party expense for Advisory Fees payable to our Advisor. As of June 30, 2013 and December 31, 2012, approximately $642,000 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. For the three months ended June 30, 2013 and 2012, approximately $2.4 million and $1.0 million, respectively, is included in general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. For the six months ended June 30, 2013 and 2012, approximately $3.2 million and $1.4 million, respectively, is included in general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. As of June 30, 2013, approximately $3.0 million is included in accrued receivable – related parties associated with Acquisition and Origination Fees paid to UMTH LD. As of December 31, 2012, approximately $868,000 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 amortization expense recognized for the periods indicated in connection with Debt Financing Fees paid to our Advisor associated with our credit facility and lines of credit: |
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| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | |
Facility | | 2013 | | 2012 | | 2013 | | 2012 | | |
UDF IV HF CTB LOC | | $ | 10,000 | | $ | 7,000 | | $ | 18,000 | | $ | 12,000 | | |
Credit Facility | | | 3,000 | | | 5,000 | | | 6,000 | | | 11,000 | | |
F&M Loan | | | 5,000 | | | 16,000 | | | 11,000 | | | 32,000 | | |
CTB Revolver | | | 67,000 | | | 9,000 | | | 81,000 | | | 18,000 | | |
UTB Revolver | | | 3,000 | | | 3,000 | | | 5,000 | | | 7,000 | | |
Legacy Revolver | | | - | | | 13,000 | | | 4,000 | | | 25,000 | | |
Veritex Revolver | | | 5,000 | | | - | | | 9,000 | | | - | | |
Total | | $ | 93,000 | | $ | 53,000 | | $ | 134,000 | | $ | 105,000 | | |
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As of June 30, 2013, no unpaid Debt Financing Fees are included in accrued liabilities – related parties. As of December 31, 2012, approximately $44,000 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 prepaid and amortized, based on the terms of the guarantee agreements. |
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In consideration of UDF III guaranteeing the UDF IV HF CTB LOC entered into in May 2010 and discussed in Note L, UDF IV HF agreed to pay UDF III an annual credit enhancement fee equal to 1% of the line of credit amount. 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 this credit enhancement is fair and at least as reasonable as a credit enhancement with an unaffiliated entity in similar circumstances. For the three months ended June 30, 2013 and 2012, approximately $16,000 and $15,000, respectively, is included in general and administrative – related parties expense for Credit Enhancement Fees paid to UDF III in connection with its guarantee of the UDF IV HF CTB LOC. For the six months ended June 30, 2013 and 2012, approximately $31,000 and $30,000, respectively, is included in general and administrative – related parties expense for Credit Enhancement Fees paid to UDF III in connection with its guarantee of the UDF IV HF CTB LOC. |
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In consideration of UDF III guaranteeing the CTB Revolver entered into in August 2010 and discussed in Note L, UDF IV AC agreed to pay UDF III a monthly credit enhancement fee equal to 1/12th of 1% of the outstanding principal balance of the CTB Revolver at the end of each month. 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 this credit enhancement is fair and at least as reasonable as a credit enhancement with an unaffiliated entity in similar circumstances. For the three months ended June 30, 2013 and 2012, approximately $13,000 and $14,000, respectively, is included in general and administrative – related parties expense for Credit Enhancement Fees paid to UDF III in connection with its guarantee of the CTB Revolver. For the six months ended June 30, 2013 and 2012, approximately $33,000 and $28,000, respectively, is included in general and administrative – related parties expense for Credit Enhancement Fees paid to UDF III in connection with its guarantee of the CTB Revolver. |
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In consideration of UDF III guaranteeing the F&M Loan entered into in December 2010 and discussed in Note L, UDF IV FII agreed to pay UDF III a monthly credit enhancement fee equal to 1/12th of 1% of the outstanding principal balance of the F&M Loan at the end of each month. 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 this credit enhancement is fair and at least as reasonable as a credit enhancement with an unaffiliated entity in similar circumstances. For the three months ended June 30, 2013 and 2012, approximately $14,000 and $15,000, respectively, is included in general and administrative – related parties expense for Credit Enhancement Fees paid to UDF III in connection with its guarantee of the F&M Loan. For the six months ended June 30, 2013 and 2012, approximately $28,000 and $29,000, respectively, is included in general and administrative – related parties expense for Credit Enhancement Fees paid to UDF III in connection with its guarantee of the F&M Loan. |
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As of June 30, 2013 and December 31, 2012, approximately $4,000 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 six months ended June 30, 2013 and the year ended December 31, 2012: |
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Payee | | Purpose | | For the Six Months | | | For the Year Ended | |
Ended | December 31, 2012 |
June 30, 2013 | |
UMTH GS | | | | | | | | | | | | | | |
| | O&O Reimbursement | | $ | 8,137,000 | | 43 | % | | $ | 5,878,000 | | 38 | % |
| | Advisory Fees | | | 3,333,000 | | 18 | % | | | 3,924,000 | | 26 | % |
| | Debt Financing Fees | | | 210,000 | | 1 | % | | | 148,000 | | 1 | % |
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UMTH LD | | | | | | | | | | | | | | |
| | Acquisition and Origination Fees | | | 7,125,000 | | 37 | % | | | 5,155,000 | | 34 | % |
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UDF III | | | | | | | | | | | | | | |
| | Credit Enhancement Fees | | | 128,000 | | 1 | % | | | 115,000 | | 1 | % |
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Total Payments | | | | $ | 18,933,000 | | 100 | % | | $ | 15,220,000 | | 100 | % |
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The chart below summarizes the approximate expenses associated with related parties for the three months ended June 30, 2013 and 2012: |
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| | For the Three Months Ended June 30, | | | |
Purpose | | 2013 | | | 2012 | | | |
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Advisory Fees | | $ | 1,835,000 | | 100 | % | | $ | 911,000 | | 100 | % | | |
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Total Advisory fee – related party | | $ | 1,835,000 | | 100 | % | | $ | 911,000 | | 100 | % | | |
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Amortization of Debt Financing Fees | | $ | 93,000 | | 4 | % | | $ | 53,000 | | 5 | % | | |
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Acquisition and Origination Fees | | | 2,397,000 | | 95 | % | | | 1,041,000 | | 91 | % | | |
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Credit Enhancement Fees | | | 43,000 | | 1 | % | | | 44,000 | | 4 | % | | |
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Total General and administrative – related parties | | $ | 2,533,000 | | 100 | % | | $ | 1,138,000 | | 100 | % | | |
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he chart below summarizes the approximate expenses associated with related parties for the six months ended June 30, 2013 and 2012: |
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| | For the Six Months Ended June 30, | | | |
Purpose | | 2013 | | | 2012 | | | |
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Advisory Fees | | $ | 3,476,000 | | 100 | % | | $ | 1,687,000 | | 100 | % | | |
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Total Advisory fee – related party | | $ | 3,476,000 | | 100 | % | | $ | 1,687,000 | | 100 | % | | |
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Amortization of Debt Financing Fees | | $ | 134,000 | | 4 | % | | $ | 105,000 | | 7 | % | | |
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Acquisition and Origination Fees | | | 3,226,000 | | 93 | % | | | 1,410,000 | | 88 | % | | |
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Credit Enhancement Fees | | | 93,000 | | 3 | % | | | 88,000 | | 5 | % | | |
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Total General and administrative – related parties | | $ | 3,453,000 | | 100 | % | | $ | 1,603,000 | | 100 | % | | |
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Loan Participation Interest – Related 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. 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 principal 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 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Buffington Participation 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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As of June 30, 2013 and December 31, 2012, approximately $971,000 and $7.2 million, respectively, is included in loan participation interest – related parties related to the Buffington Participation Agreements. For the three months ended June 30, 2013 and 2012, we recognized approximately $92,000 and $198,000, respectively, of interest income – related parties related to the Buffington Participation Agreements. For the six months ended June 30, 2013 and 2012, we recognized approximately $308,000 and $439,000, respectively, of interest income – related parties related to the Buffington Participation Agreements. Approximately $8,000 is included in accrued receivable – related parties as of June 30, 2013 for interest associated with the Buffington Participation Agreements. As of December 31, 2012, there is no accrued interest included in accrued receivable – related parties associated with the Buffington Participation Agreements. |
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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 “Agent Agreement”). In accordance with the 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 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. 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Buffington Lot Participation 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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As of June 30, 2013 and December 31, 2012, approximately $357,000 and $499,000, respectively, is included in loan participation interest – related parties related to the participation in the Buffington Classic Line. For the three months ended June 30, 2013 and 2012, we recognized approximately $15,000 and $8,000, respectively, of interest income – related parties related to the participation in the Buffington Classic Line. For the six months ended June 30, 2013 and 2012, we recognized approximately $32,000 and $16,000, respectively, of interest income – related parties related to the participation in the Buffington Classic Line. As of June 30, 2013, there is no accrued interest included in accrued receivable – related parties associated with the Buffington Classic Line. Approximately $20,000 is included in accrued receivable – related parties as of December 31, 2012 for interest associated with the Buffington Classic Line. |
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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 was originally 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 obtained a senior loan secured by a first lien deed of trust on the finished lots, which was paid in full in the first quarter of 2013. As a result, the UDF III deed of trust became a first lien. For so long as the senior loan was outstanding, proceeds from the sale of the residential lots securing the Travis Ranch II Finished Lot Loan were paid to the senior lender and were applied to reduce the outstanding balance of the senior loan. Following the payment of the senior loan 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 were originally due and payable in full on August 28, 2012. Effective January 28, 2013, pursuant to a Second Loan Modification Agreement, UDF III extended the maturity date of the Travis Ranch II Finished Lot Loan to January 28, 2014. The TR Finished Lot Participation was also extended to January 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the TR Finished Lot Participation 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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As of both June 30, 2013 and December 31, 2012, approximately $3.6 million is included in loan participation interest – related parties related to the TR Finished Lot Participation. For the three months ended June 30, 2013 and 2012, we recognized approximately $134,000 and $104,000, respectively, of interest income – related parties related to this participation interest. For the six months ended June 30, 2013 and 2012, we recognized approximately $267,000 and $206,000, respectively, of interest income – related parties related to this participation interest. Approximately $29,000 and $175,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the TR Finished Lot Participation. |
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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. Effective January 28, 2013, pursuant to a Loan Modification Agreement, UDF III extended the maturity date of the Travis Ranch Paper Lot Loan to January 28, 2014. The TR Paper Lot Participation was also extended to January 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the TR Paper Lot Participation 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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As of June 30, 2013 and December 31, 2012, approximately $11.0 million and $10.6 million, respectively, is included in loan participation interest – related parties related to the TR Paper Lot Participation. For the three months ended June 30, 2013 and 2012, we recognized approximately $407,000 and $346,000, respectively, of interest income – related parties related to the TR Paper Lot Participation. For the six months ended June 30, 2013 and 2012, we recognized approximately $800,000 and $691,000, respectively, of interest income – related parties related to the TR Paper Lot Participation. Approximately $1.2 million and $401,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the TR Paper Lot Participation. |
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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 gives us the right to receive payment from UMTHFIII of principal and accrued interest relating to amounts funded by us under the Carrollton Participation Agreement. We have no obligations to increase our participation in the Carrollton Lot Loan. The interest rate under the Carrollton Lot Loan is the lower of 13% or the highest rate allowed by law. Our interest will be repaid as Carrollton TH repays the Carrollton Lot Loan. Carrollton TH 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 Carrollton Lot Loan is June 10, 2014 and the original maturity date of the Carrollton Participation Agreement was March 10, 2012. 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. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Carrollton Participation Agreement 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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As of June 30, 2013, there is no balance associated with the Carrollton Participation Agreement included in loan participation interest – related parties. As of December 31, 2012, approximately $817,000 is included in loan participation interest – related parties related to the Carrollton Participation Agreement. For the three months ended June 30, 2013 and 2012, we recognized approximately $4,000 and $89,000, respectively, of interest income – related parties related to the Carrollton Participation Agreement. For the six months ended June 30, 2013 and 2012, we recognized approximately $28,000 and $107,000, respectively, of interest income – related parties related to the Carrollton Participation Agreement. As of June 30, 2013, there is no accrued interest included in accrued receivable – related parties associated with the Carrollton Participation Agreement. Approximately $3,000 is included in accrued receivable – related parties as of December 31, 2012 for interest associated with the Carrollton Participation Agreement. |
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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 gives 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. We have no obligations to increase our participation in the 165 Howe Lot Loan. The interest rate under the 165 Howe Lot Loan is the lower of 11.5% or the highest rate allowed by law. Our interest will be repaid as 165 Howe repays the 165 Howe Lot Loan. 165 Howe 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 165 Howe Lot Loan is October 4, 2013. 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. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the 165 Howe Participation Agreement 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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As of June 30, 2013 and December 31, 2012, approximately $599,000 and $1.3 million, respectively, is included in loan participation interest – related parties related to the 165 Howe Participation Agreement. For the three months ended June 30, 2013 and 2012, we recognized approximately $32,000 and $5,000, respectively, of interest income – related parties related to the 165 Howe Participation Agreement. For the six months ended June 30, 2013 and 2012, we recognized approximately $68,000 and $83,000, respectively, of interest income – related parties related to the 165 Howe Participation Agreement. Approximately $1,000 and $21,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the 165 Howe Participation Agreement. |
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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, TX. 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 Pine Trace Loan and our participation in this loan were originally due and payable in full on March 29, 2013. Effective March 29, 2013, pursuant to the Third Loan Modification Agreement, UMTHFIII extended the maturity date of the Pine Trace Loan to March 29, 2014. The Pine Trace Participation Agreement was also extended to March 29, 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Pine Trace Participation Agreement 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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As of June 30, 2013 and December 31, 2012, approximately $5.4 million and $5.2 million, respectively, is included in loan participation interest – related parties related to the Pine Trace Participation Agreement. For the three months ended June 30, 2013 and 2012, we recognized approximately $177,000 and $63,000, respectively, of interest income – related parties related to the Pine Trace Participation Agreement. For the six months ended June 30, 2013 and 2012, we recognized approximately $344,000 and $63,000, respectively, of interest income – related parties related to the Pine Trace Participation Agreement. Approximately $177,000 and $134,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the Pine Trace Participation Agreement. |
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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 303 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 Northpointe Loan and our participation in this loan were originally due and payable in full on December 4, 2012. Effective December 4, 2012, pursuant to a loan modification agreement, UDF III extended the maturity date of the Northpointe Loan to June 4, 2013. The Northpointe Participation Agreement was also extended to June 4, 2013 in connection with this modification. 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Northpointe Participation Agreement 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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As of June 30, 2013 and December 31, 2012, approximately $1.6 million and $212,000 is included in loan participation interest – related parties related to the Northpointe Participation Agreement. For the three months ended June 30, 2013 and 2012, we recognized approximately $36,000 and $11,000, respectively, of interest income – related parties related to the Northpointe Participation Agreement. For the six months ended June 30, 2013 and 2012, we recognized approximately $44,000 and $11,000, respectively, of interest income – related parties related to the Northpointe Participation Agreement. Approximately $44,000 is included in accrued receivable – related parties as of June 30, 2013, for interest associated with the Northpointe Participation Agreement. As of December 31, 2012, there is no accrued interest included in accrued receivable – related parties associated with the Northpointe Participation Agreement. |
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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 are due and payable in full on December 28, 2013. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Northpointe II Participation Agreement 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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As of June 30, 2013, approximately $3.3 million is included in loan participation interest – related parties related to the Northpointe II Participation Agreement. For both the three and six months ended June 30, 2013, we recognized approximately $44,000 of interest income – related parties related to the Northpointe II Participation Agreement. As of June 30, 2013, there is no accrued interest included in accrued receivable – related parties associated with the Northpointe II Participation Agreement. |
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Notes Receivable – Related 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 is 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. The HLL Indian Springs Loan provided HLL with an interest reserve of approximately $289,000 pursuant to which we funded HLL’s monthly interest payments and add the payments to the outstanding principal balance of the HLL Indian Springs Loan. |
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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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the HLL Indian Springs Loan 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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As the HLL Indian Springs Loan was paid in full in May 2013, there is no balance associated with this loan included in notes receivable – related parties as of June 30, 2013. As of December 31, 2012, approximately $1.5 million is included in notes receivable – related parties related to the HLL Indian Springs Loan. For the three months ended June 30, 2013 and 2012, we recognized approximately $1,000 and $25,000, respectively, of interest income – related parties related to this loan. For the six months ended June 30, 2013 and 2012, we recognized approximately $8,000 and $51,000, respectively, of interest income – related parties related to this loan. As the HLL Indian Springs Loan was paid in full in May 2013, there is no interest associated with this loan included in accrued receivable – related parties as of June 30, 2013. Approximately $2,000 is included in accrued receivable – related parties as of December 31, 2012 for interest associated with 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. 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 for additional 90-day terms 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Buffington Loan Facilities 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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As of June 30, 2013, there is no amount included in notes receivable – related parties associated with the Buffington Loan Facilities. As of December 31, 2012, approximately $399,000 is included in notes receivable – related parties related to the Buffington Loan Facilities. For the three months ended June 30, 2013, we did not recognize any interest income – related parties associated with the Buffington Classic CL. For the three months ended June 30, 2012, we recognized approximately $85,000 of interest income – related parties related to the Buffington Classic CL. For the six months ended June 30, 2013 and 2012, we recognized approximately $5,000 and $195,000, respectively, of interest income – related parties related to the Buffington Classic CL. As of June 30, 2013, there is no accrued interest included in accrued receivable – related parties associated with the Buffington Classic CL. Approximately $4,000 is included in accrued receivable – related parties as of December 31, 2012 for interest associated with the Buffington Classic CL. |
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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 HLL II Highland Farms Loan matured and became due and payable in full on March 22, 2013. Pursuant to the First Loan Modification Agreement entered into effective March 22, 2013, we extended the maturity date of the HLL II Highland Farms Loan to March 22, 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. 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. For the three months ended June 30, 2013, no amount is included in commitment fee income – related parties related to this fee. For the three months ended June 30, 2012, approximately $2,000 is included in commitment fee income – related parties related to this fee. For the six months ended June 30, 2013 and 2012, approximately $2,000 and $4,000, respectively, is included in commitment fee income – related parties related to this fee. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the HLL II Highland Farms Loan 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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As of June 30, 2013 and December 31, 2012, approximately $1.4 million and $1.5 million, respectively, is included in notes receivable – related parties related to the HLL II Highland Farms Loan. For the three months ended June 30, 2013 and 2012, we recognized approximately $45,000 and $43,000, respectively, of interest income – related parties related to the HLL II Highland Farms Loan. For the six months ended June 30, 2013 and 2012, we recognized approximately $90,000 and $87,000, respectively, of interest income – related parties related to the HLL II Highland Farms Loan. Approximately $75,000 is included in accrued receivable – related parties as of June 30, 2013, for interest associated with the HLL II Highland Farms Loan. As of December 31, 2012, there is no accrued interest included in accrued receivable – related parties associated with the HLL II Highland Farms 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. For both the three months ended June 30, 2013 and 2012, approximately $6,000 is included in commitment fee income – related parties related to this fee. For both the six months ended June 30, 2013 and 2012, approximately $12,000 is included in commitment fee income – related parties related to this fee. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the HLL Hidden Meadows Loan 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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As of June 30, 2013 and December 31, 2012, approximately $10.1 million and $9.0 million, respectively, is included in notes receivable – related parties related to the HLL Hidden Meadows Loan. For the three months ended June 30, 2013 and 2012, we recognized approximately $326,000 and $231,000, respectively, of interest income – related parties related to the HLL Hidden Meadows Loan. For the six months ended June 30, 2013 and 2012, we recognized approximately $627,000 and $442,000, respectively, of interest income – related parties related to the HLL Hidden Meadows Loan. Approximately $384,000 and $853,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the HLL Hidden Meadows 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. 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. For the three and six months ended June 30, 2012, approximately $2,000 and $5,000, respectively, is included in commitment fee income – related parties related to this fee. There are no amounts included in commitment fee income – related parties related to this fee for the three or six months ended June 30, 2013. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the Ash Creek Loan 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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As of June 30, 2013 and December 31, 2012, approximately $2.2 million and $2.5 million, respectively, is included in notes receivable – related parties related to the Ash Creek Loan. For the three months ended June 30, 2013 and 2012, we recognized approximately $75,000 and $65,000, respectively, of interest income – related parties related to the Ash Creek Loan. For the six months ended June 30, 2013 and 2012, we recognized approximately $155,000 and $106,000, respectively, of interest income – related parties related to the Ash Creek Loan. Approximately $25,000 and $60,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the Ash Creek 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 received net proceeds from the disposition of assets underlying the construction loans and as it received 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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the UMTHFII Loan 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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As the UMTHFII Loan terminated in October 2012 and as we had not funded any advances prior to its termination, there were no amounts included in notes receivable – related parties associated with this loan as of June 30, 2013 or December 31, 2012. In addition, we did not recognize any interest income – related parties associated with this loan for either of the three or six months ended June 30, 2013 or 2012. |
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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. |
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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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the UDF TX Two Loan 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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As of June 30, 2013 and December 31, 2012, approximately $737,000 and $3.2 million, respectively, is included in notes receivable – related parties related to the UDF TX Two Loan. For the three and six months ended June 30, 2013, we recognized approximately $65,000 and $171,000, respectively, of interest income – related parties related to the UDF TX Two Loan. Approximately $12,000 and $81,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the UDF TX Two Loan. |
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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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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the UDF PM Loan 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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As of June 30, 2013 and December 31, 2012, approximately $2.7 million and $892,000 is included in notes receivable – related parties related to the UDF PM Loan. For the three and six months ended June 30, 2013, we recognized approximately $65,000 and $100,000, respectively, of interest income – related parties related to the UDF PM Loan. Approximately $111,000 and $11,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with 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. For the three and six months ended June 30, 2013, approximately $5,000 and $11,000, respectively, is included in commitment fee income – related parties related to this fee. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the UDF PM Loan 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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As of June 30, 2013 and December 31, 2012, approximately $3.7 million and $3.1 million is included in notes receivable – related parties related to the HLL IS Loan. For the three and six months ended June 30, 2013, we recognized approximately $117,000 and $220,000, respectively, of interest income – related parties related to the HLL IS Loan. Approximately $255,000 and $35,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the HLL IS 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. For the three and six months ended June 30, 2013, approximately $13,000 and $25,000, respectively, is included in commitment fee income – related parties related to this fee. |
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A majority of our trustees, including a majority of our independent trustees, who are not otherwise interested in this transaction, approved the UDF PM Loan 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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As of June 30, 2013 and December 31, 2012, approximately $7.2 million and $6.0 million, respectively, is included in notes receivable – related parties related to the One KR Loan. For the three and six months ended June 30, 2013, we recognized approximately $225,000 and $444,000, respectively, of interest income – related parties related to the One KR Loan. Approximately $280,000 and $13,000 is included in accrued receivable – related parties as of June 30, 2013 and December 31, 2012, respectively, for interest associated with the One KR Loan. |
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