Related Party Transactions | 9 Months Ended |
Sep. 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 nine months ended September 30, 2013 and the year ended December 31, 2012, we reimbursed our Advisor approximately $8.2 million and $5.9 million, respectively, in accordance with the O&O Reimbursement. As of September 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 September 30, 2013 and 2012, approximately $2.2 million and $1.1 million, respectively, is included in advisory fee – related party expense for Advisory Fees payable to our Advisor. For the nine months ended September 30, 2013 and 2012, approximately $5.7 million and $2.8 million, respectively, is included in advisory fee – related party expense for Advisory Fees payable to our Advisor. As of September 30, 2013 and December 31, 2012, approximately $782,000 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 September 30, 2013 and 2012, approximately $2.7 million and $989,000, respectively, is included in general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. For the nine months ended September 30, 2013 and 2012, approximately $5.9 million and $2.4 million, respectively, is included in general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. As of September 30, 2013, approximately $324,000 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 Debt Financing Fees to our Advisor, as discussed in Notes I and L. 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 Three Months Ended September 30, | | For the Nine Months Ended September 30, | | | | |
Facility | | 2013 | | 2012 | | 2013 | | 2012 | | | | |
UDF IV HF CTB LOC | | $ | 17,000 | | $ | 7,000 | | $ | 35,000 | | $ | 19,000 | | | | |
Credit Facility | | | 7,000 | | | 5,000 | | | 13,000 | | | 15,000 | | | | |
F&M Loan | | | 5,000 | | | 16,000 | | | 16,000 | | | 48,000 | | | | |
CTB Revolver | | | 25,000 | | | 12,000 | | | 106,000 | | | 31,000 | | | | |
UTB Revolver | | | 3,000 | | | 4,000 | | | 8,000 | | | 11,000 | | | | |
Legacy Revolver | | | - | | | 12,000 | | | 4,000 | | | 37,000 | | | | |
Veritex Revolver | | | 6,000 | | | 2,000 | | | 15,000 | | | 2,000 | | | | |
Affiliated Bank Loan | | | 5,000 | | | - | | | 5,000 | | | - | | | | |
UDF IV Fin VII Legacy LOC | | | 8,000 | | | - | | | 8,000 | | | - | | | | |
UDF IV Fin VI CTB LOC | | | 21,000 | | | - | | | 21,000 | | | - | | | | |
Total | | $ | 97,000 | | $ | 58,000 | | $ | 231,000 | | $ | 163,000 | | | | |
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As of September 30, 2013 and December 31, 2012, approximately $10,000 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 prepaid 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 L. 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 Three Months Ended September 30, | | For the Nine Months Ended September 30, | | | | |
Line of Credit | | 2013 | | 2012 | | 2013 | | 2012 | | | | |
UDF IV HF CTB LOC | | $ | 16,000 | | $ | 15,000 | | $ | 48,000 | | $ | 45,000 | | | | |
CTB Revolver | | | - | | | 14,000 | | | 33,000 | | | 42,000 | | | | |
F&M Loan | | | - | | | 14,000 | | | 28,000 | | | 44,000 | | | | |
UDF IV Fin VI CTB LOC | | | - | | | - | | | - | | | - | | | | |
Total | | $ | 16,000 | | $ | 43,000 | | $ | 109,000 | | $ | 131,000 | | | | |
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As of September 30, 2013 no amount is included in accrued liabilities – related parties in connection with Credit Enhancement Fees payable to our Advisor or its affiliates. As of December 31, 2012, approximately $11,000 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 nine months ended September 30, 2013 and the year ended December 31, 2012: |
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Payee | | Purpose | | For the Nine Months Ended | | | For the Year Ended | |
30-Sep-13 | 31-Dec-12 |
UMTH GS | | | | | | | | | | | | | | | | |
| | O&O Reimbursement | | $ | 8,167,000 | | | 39 | % | | $ | 5,878,000 | | | 38 | % |
| | Advisory Fees | | | 5,370,000 | | | 25 | % | | | 3,924,000 | | | 26 | % |
| | Debt Financing Fees | | | 301,000 | | | 1 | % | | | 148,000 | | | 1 | % |
UMTH LD | | | | | | | | | | | | | | | | |
| | Acquisition and Origination Fees | | | 7,125,000 | | | 34 | % | | | 5,155,000 | | | 34 | % |
UDF III | | | | | | | | | | | | | | | | |
| | Credit Enhancement Fees | | | 132,000 | | | 1 | % | | | 115,000 | | | 1 | % |
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Total Payments | | | | $ | 21,095,000 | | | 100 | % | | $ | 15,220,000 | | | 100 | % |
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The chart below summarizes the approximate expenses associated with related parties for the nine months ended September 30, 2013 and 2012: |
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| | For the Three Months Ended September 30, | | | |
Purpose | | 2013 | | | 2012 | | | |
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Advisory Fees | | $ | 2,177,000 | | | 100 | % | | $ | 1,125,000 | | | 100 | % | | |
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Total Advisory fee – related party | | $ | 2,177,000 | | | 100 | % | | $ | 1,125,000 | | | 100 | % | | |
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Amortization of Debt Financing Fees | | $ | 97,000 | | | 3 | % | | $ | 58,000 | | | 5 | % | | |
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Acquisition and Origination Fees | | | 2,707,000 | | | 96 | % | | | 989,000 | | | 91 | % | | |
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Credit Enhancement Fees | | | 16,000 | | | 1 | % | | | 43,000 | | | 4 | % | | |
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Total General and administrative – related parties | | $ | 2,820,000 | | | 100 | % | | $ | 1,090,000 | | | 100 | % | | |
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The chart below summarizes the approximate expenses associated with related parties for the nine months ended September 30, 2013 and 2012: |
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| | For the Nine Months Ended September 30, | | | | | |
Purpose | | 2013 | | | 2012 | | | | | |
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Advisory Fees | | $ | 5,654,000 | | 100 | % | | $ | 2,812,000 | | 100 | % | | | | |
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Total Advisory fee – related party | | $ | 5,654,000 | | 100 | % | | $ | 2,812,000 | | 100 | % | | | | |
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Amortization of Debt Financing Fees | | $ | 231,000 | | 4 | % | | $ | 163,000 | | 6 | % | | | | |
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Acquisition and Origination Fees | | | 5,933,000 | | 95 | % | | | 2,400,000 | | 89 | % | | | | |
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Credit Enhancement Fees | | | 109,000 | | 1 | % | | | 131,000 | | 5 | % | | | | |
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Total General and administrative – related parties | | $ | 6,273,000 | | 100 | % | | $ | 2,694,000 | | 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 UMT, 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 obligation of UMTHF to make Construction Loans was scheduled to terminate on October 28, 2013 and the Buffington Classic participation agreement was scheduled to mature and become due and payable in full on 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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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 (as amended, 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. |
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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 and the lot participation agreement associated with the Buffington Classic Line were due and payable in full on 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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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. |
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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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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. |
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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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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. 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. |
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The 165 Howe Lot Loan and the 165 Howe Participation Agreement mature and become due and payable in full on October 4, 2013. Effective October 4, 2013, pursuant to a loan modification agreement, UMTHFIII extended the maturity date of the 165 Howe Lot Loan to October 4, 2014. The 165 Howe Participation Agreement was also extended to October 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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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. |
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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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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. |
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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 are due and payable in full on December 28, 2013. |
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Summary Information |
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The table 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 | | September 30, 2013 | | December 31, 2012 | | | | | | | | | | |
Buffington Participation Agreements | | $ | 2,825,000 | | $ | 7,203,000 | | | | | | | | | | |
Buffington Lot Participation Agreements | | | 355,000 | | | 499,000 | | | | | | | | | | |
TR Finished Lot Participation | | | 3,595,000 | | | 3,560,000 | | | | | | | | | | |
TR Paper Lot Participation | | | 12,864,000 | | | 10,620,000 | | | | | | | | | | |
Carrollton Participation Agreement | | | - | | | 817,000 | | | | | | | | | | |
165 Howe Participation Agreement | | | 381,000 | | | 1,289,000 | | | | | | | | | | |
Pine Trace Participation Agreement | | | 5,391,000 | | | 5,193,000 | | | | | | | | | | |
Northpointe Participation Agreement | | | 1,615,000 | | | 212,000 | | | | | | | | | | |
Northpointe II Participation Agreement | | | 3,634,000 | | | - | | | | | | | | | | |
Total | | $ | 30,660,000 | | $ | 29,393,000 | | | | | | | | | | |
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The table 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 | | September 30, 2013 | | December 31, 2012 | | | | | | | | | | |
Buffington Participation Agreements | | $ | - | | $ | - | | | | | | | | | | |
Buffington Lot Participation Agreements | | | 9,000 | | | 20,000 | | | | | | | | | | |
TR Finished Lot Participation | | | 44,000 | | | 175,000 | | | | | | | | | | |
TR Paper Lot Participation | | | - | | | 401,000 | | | | | | | | | | |
Carrollton Participation Agreement | | | - | | | 4,000 | | | | | | | | | | |
165 Howe Participation Agreement | | | 10,000 | | | 21,000 | | | | | | | | | | |
Pine Trace Participation Agreement | | | 354,000 | | | 134,000 | | | | | | | | | | |
Northpointe Participation Agreement | | | 93,000 | | | - | | | | | | | | | | |
Northpointe II Participation Agreement | | | - | | | - | | | | | | | | | | |
Total | | $ | 510,000 | | $ | 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 Three Months Ended September 30, | | For the Nine Months Ended September 30, | | | | |
Loan Name | | 2013 | | 2012 | | 2013 | | 2012 | | | | |
Buffington Participation Agreements | | $ | 33,000 | | $ | 218,000 | | $ | 341,000 | | $ | 657,000 | | | | |
Buffington Lot Participation Agreements | | | 12,000 | | | 26,000 | | | 45,000 | | | 41,000 | | | | |
TR Finished Lot Participation | | | 136,000 | | | 115,000 | | | 403,000 | | | 321,000 | | | | |
TR Paper Lot Participation | | | 418,000 | | | 349,000 | | | 1,218,000 | | | 1,041,000 | | | | |
Carrollton Participation Agreement | | | - | | | 37,000 | | | 28,000 | | | 144,000 | | | | |
165 Howe Participation Agreement | | | 12,000 | | | 38,000 | | | 80,000 | | | 122,000 | | | | |
Pine Trace Participation Agreement | | | 177,000 | | | 163,000 | | | 520,000 | | | 225,000 | | | | |
Northpointe Participation Agreement | | | 49,000 | | | 28,000 | | | 93,000 | | | 38,000 | | | | |
Northpointe II Participation Agreement | | | 107,000 | | | - | | | 151,000 | | | - | | | | |
Total | | $ | 944,000 | | $ | 974,000 | | $ | 2,879,000 | | $ | 2,589,000 | | | | |
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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 paid in full in May 2013. |
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Buffington Classic CL |
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On April 30, 2010, we entered into a construction loan agreement with Buffington Classic (the “Buffington Classic CL”) through which we agreed to provide an interim construction loan facility to 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 Buffington Classic. Effective July 2010, we assigned our rights and obligations under the Buffington Classic CL to UDF IV HF. |
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The Buffington Classic CL was scheduled to mature and become due and payable in full on 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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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. |
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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. |
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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 matures and becomes due and payable in full on January 21, 2015. |
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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. |
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The Ash Creek Loan was scheduled to mature and become due and payable in full on 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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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 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. 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 matures and becomes due and payable in full on September 20, 2014. |
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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 matures and becomes due and payable in full on October 17, 2015. |
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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 matures and becomes due and payable in full on November 29, 2015. |
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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 matures and becomes due and payable in full on June 14, 2016. |
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Summary Information |
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The table 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 | | 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | |
HLL Indian Springs Loan | | $ | - | | $ | 1,460,000 | | | | | | | | | | |
Buffington Classic CL | | | - | | | 399,000 | | | | | | | | | | |
HLL II Highland Farms Loan | | | 1,404,000 | | | 1,478,000 | | | | | | | | | | |
HLL Hidden Meadows Loan | | | 10,058,000 | | | 9,017,000 | | | | | | | | | | |
Ash Creek Loan | | | 2,056,000 | | | 2,500,000 | | | | | | | | | | |
UDF TX Two Loan | | | 498,000 | | | 3,183,000 | | | | | | | | | | |
UDF PM Loan | | | 3,379,000 | | | 892,000 | | | | | | | | | | |
HLL IS Loan | | | 4,158,000 | | | 3,111,000 | | | | | | | | | | |
One KR Loan | | | 9,903,000 | | | 6,009,000 | | | | | | | | | | |
Total | | $ | 31,456,000 | | $ | 28,049,000 | | | | | | | | | | |
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The table 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 | | 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | |
HLL Indian Springs Loan | | $ | - | | $ | 2,000 | | | | | | | | | | |
Buffington Classic CL | | | - | | | 4,000 | | | | | | | | | | |
HLL II Highland Farms Loan | | | 121,000 | | | - | | | | | | | | | | |
HLL Hidden Meadows Loan | | | 686,000 | | | 853,000 | | | | | | | | | | |
Ash Creek Loan | | | 55,000 | | | 60,000 | | | | | | | | | | |
UDF TX Two Loan | | | - | | | 81,000 | | | | | | | | | | |
UDF PM Loan | | | 216,000 | | | 11,000 | | | | | | | | | | |
HLL IS Loan | | | 386,000 | | | 35,000 | | | | | | | | | | |
One KR Loan | | | 539,000 | | | 13,000 | | | | | | | | | | |
Total | | $ | 2,003,000 | | $ | 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 Three Months Ended September 30, | | For the Nine Months Ended September 30, | | | | |
Loan Name | | 2013 | | 2012 | | 2013 | | 2012 | | | | |
HLL Indian Springs Loan | | $ | - | | $ | 61,000 | | $ | 8,000 | | $ | 112,000 | | | | |
Buffington Classic CL | | | - | | | 34,000 | | | 5,000 | | | 229,000 | | | | |
HLL II Highland Farms Loan | | | 46,000 | | | 44,000 | | | 136,000 | | | 130,000 | | | | |
HLL Hidden Meadows Loan | | | 330,000 | | | 295,000 | | | 956,000 | | | 737,000 | | | | |
Ash Creek Loan | | | 68,000 | | | 79,000 | | | 223,000 | | | 185,000 | | | | |
UDF TX Two Loan | | | 18,000 | | | 11,000 | | | 189,000 | | | 11,000 | | | | |
UDF PM Loan | | | 105,000 | | | - | | | 205,000 | | | - | | | | |
HLL IS Loan | | | 130,000 | | | - | | | 350,000 | | | - | | | | |
One KR Loan | | | 258,000 | | | - | | | 703,000 | | | - | | | | |
Total | | $ | 955,000 | | $ | 524,000 | | $ | 2,775,000 | | $ | 1,404,000 | | | | |
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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 Three Months Ended September 30, | | For the Nine Months Ended September 30, | | | | |
Loan | | 2013 | | 2012 | | 2013 | | 2012 | | | | |
HLL II Highland Farms Loan | | $ | - | | $ | 2,000 | | $ | 2,000 | | $ | 6,000 | | | | |
HLL Hidden Meadows Loan | | | 6,000 | | | 6,000 | | | 19,000 | | | 19,000 | | | | |
Ash Creek Loan | | | - | | | 2,000 | | | - | | | 7,000 | | | | |
HLL IS Loan | | | 5,000 | | | - | | | 16,000 | | | - | | | | |
One KR Loan | | | 13,000 | | | - | | | 38,000 | | | - | | | | |
Total | | $ | 24,000 | | $ | 10,000 | | $ | 75,000 | | $ | 32,000 | | | | |
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