Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
I. Related Party Transactions |
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Guarantees |
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From time to time, we enter into guarantees of our affiliates’ borrowings. For further discussion of related party guarantees, see Note G above. |
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O&O Reimbursement |
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We paid our Advisor an O&O Reimbursement equal to 3% of the gross offering proceeds raised by the Trust in the Offering (as discussed in Note B) for reimbursement of organization and offering expenses funded by our Advisor or its affiliates. The Offering terminated on May 13, 2013. For the year ended December 31, 2013, we reimbursed our Advisor approximately $8.2 million in accordance with the O&O Reimbursement. |
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Management Fees |
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Prior to the Listing, we incurred monthly Advisory Fees payable to our Advisor. Subsequent to the Listing, we incur monthly Base Management Fees and potentially Incentive Management Fees payable to our Advisor. The Advisory Fees, Base Management Fees and Incentive Management Fees (collectively, “Management Fees”) are discussed further in Note B above. For the three months ended September 30, 2014 and 2013, approximately $2.3 million and $2.2 million, respectively, is included in management fees – related party expense for Management Fees payable to our Advisor. For the nine months ended September 30, 2014 and 2013, approximately $7.6 million and $5.7 million, respectively, is included in management fees – related party expense for Management Fees payable to our Advisor. As of September 30, 2014 and December 31, 2013, approximately $1.0 million and $842,000, respectively, is included in accrued liabilities – related parties associated with Management Fees payable to our Advisor. |
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Acquisition and Origination Fees |
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Prior to the Listing, we incurred Acquisition and Origination Fees equal to 3% of the net amount available for investment in secured loans and other real estate assets (after payment of selling commissions, dealer manager fees and O&O Reimbursement) (as discussed in Note B); provided, however, that no such fees were paid with respect to any asset-level indebtedness we incurred. The fees were 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. These fees, including estimated fees on the entire registered amount of our Secondary DRIP Offering when it was established, were accrued and expensed as we entered into new loan commitments. Acquisition and Origination Fees were paid to UMTH LD, our asset manager, as we raised capital through our Primary Offering, Primary DRIP Offering and Secondary DRIP Offering. The general partner of our Advisor is also the general partner of UMTH LD. |
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In connection with our Listing, we ceased offering common shares of beneficial interest pursuant to our Secondary DRIP Offering and concurrently reversed approximately $3.2 million in unpaid Acquisition and Origination Fees that remained in accrued liabilities – related parties. Since we ceased offering common shares of beneficial interest pursuant to our Secondary DRIP Offering, the Acquisition and Origination Fees which had previously been accrued and expensed related to estimated Secondary DRIP Offering proceeds will not be paid. |
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For the three months ended September 30, 2014 we do not have any general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. For the three months ended September 30, 2013, approximately $2.7 million 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, 2014 and 2013, approximately $(2.2) million and $5.9 million, respectively, is included in general and administrative – related parties expense associated with Acquisition and Origination Fees payable to UMTH LD. As of December 31, 2013, approximately $2.4 million is included in accrued liabilities – related parties associated with Acquisition and Origination Fees payable to UMTH LD. In accordance with the terms of the Advisory Agreement entered into on May 29, 2014, we do not pay Acquisition and Origination Fees to our Advisor. Therefore, as of September 30, 2014, there were no 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 described in Note B. 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 | | | For the Nine Months Ended | | | |
September 30, | September 30, | | |
Facility | | 2014 | | | 2013 | | | 2014 | | | 2013 | | | |
Credit Facility | | $ | - | | | $ | 7,000 | | | $ | - | | | $ | 13,000 | | | |
UDF IV HF CTB Revolver | | | 56,000 | | | | 17,000 | | | | 93,000 | | | | 35,000 | | | |
CTB Revolver | | | 15,000 | | | | 25,000 | | | | 24,000 | | | | 106,000 | | | |
UTB Revolver | | | - | | | | 3,000 | | | | - | | | | 8,000 | | | |
Prosperity Revolver | | | 16,000 | | | | 5,000 | | | | 49,000 | | | | 16,000 | | | |
Legacy Revolver | | | - | | | | - | | | | - | | | | 4,000 | | | |
Veritex Revolver | | | 13,000 | | | | 6,000 | | | | 26,000 | | | | 15,000 | | | |
Affiliated Bank Revolver | | | 10,000 | | | | 5,000 | | | | 25,000 | | | | 5,000 | | | |
UDF IV Fin VII Legacy Revolver | | | 17,000 | | | | 8,000 | | | | 42,000 | | | | 8,000 | | | |
UDF IV Fin VI CTB Revolver | | | 38,000 | | | | 21,000 | | | | 100,000 | | | | 21,000 | | | |
Independent Bank Revolver | | | 19,000 | | | | - | | | | 56,000 | | | | - | | | |
Waterfall 4 Loan | | | 44,000 | | | | - | | | | 44,000 | | | | - | | | |
Total | | $ | 228,000 | | | $ | 97,000 | | | $ | 459,000 | | | $ | 231,000 | | | |
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As of both September 30, 2014 and December 31, 2013, no amount is included in accrued liabilities – related parties associated with Debt Financing Fees payable to our Advisor. |
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Credit Enhancement Fees |
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We and our wholly-owned subsidiaries will occasionally enter into financing arrangements that require guarantees from entities affiliated with us. These guarantees require us to pay fees (“Credit Enhancement Fees”) to our affiliated entities as consideration for their guarantees. These Credit Enhancement Fees are either expensed as incurred or recorded as a prepaid asset and amortized, based on the terms of the guarantee agreements. |
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The following table represents the approximate amount included in general and administrative – related parties expense for the periods indicated associated with Credit Enhancement Fees paid to UDF III for its guarantees of our lines of credit, as discussed in Note F. 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 appraiser, 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 | | | For the Nine Months Ended | | | |
September 30, | September 30, | | |
Facility | | 2014 | | | 2013 | | | 2014 | | | 2013 | | | |
UDF IV HF CTB Revolver | | $ | 42,000 | | | $ | 16,000 | | | $ | 97,000 | | | $ | 48,000 | | | |
CTB Revolver | | | 47,000 | | | | - | | | | 119,000 | | | | 33,000 | | | |
Prosperity Revolver | | | 34,000 | | | | - | | | | 53,000 | | | | 28,000 | | | |
UDF IV Fin VI CTB Revolver | | | 26,000 | | | | - | | | | 48,000 | | | | - | | | |
Total | | $ | 149,000 | | | $ | 16,000 | | | $ | 317,000 | | | $ | 109,000 | | | |
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As of September 30, 2014 and December 31, 2013, approximately $111,000 and $17,000, respectively, is included in accrued liabilities – related parties associated with Credit Enhancement Fees payable to our Advisor or its affiliates. |
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Advisor Expense Reimbursement |
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For the three and nine months ended September 30, 2014, approximately $6,000 and $8,000, respectively, is included in general and administrative – related parties expense in connection with the Advisor Expense Reimbursement discussed further in Note B above, $4,000 of which is included in accrued liabilities – related parties as of September 30, 2014. |
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Summary of Payments to Related Parties |
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The table below summarizes the approximate payments to related parties for the nine months ended September 30, 2014 and the year ended December 31, 2013: |
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Payee | | Purpose | | For the Nine Months | | | For the Year Ended | |
Ended | 31-Dec-13 |
30-Sep-14 | |
UMTH GS | | | | | | | | | | | | | | | | | | |
| | O&O Reimbursement | | $ | - | | | | - | | | $ | 8,167,000 | | | | 33 | % |
| | Management Fees | | | 7,422,000 | | | | 88 | % | | | 7,819,000 | | | | 32 | % |
| | Debt Financing Fees | | | 601,000 | | | | 7 | % | | | 361,000 | | | | 1 | % |
| | Advisor Expense Reimbursement | | | 4,000 | | | | * | | | | - | | | | - | |
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UMTH LD | | | | | | | | | | | | | | | | | | |
| | Acquisition and Origination Fees | | | 259,000 | | | | 3 | % | | | 7,953,000 | | | | 33 | % |
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UDF III | | | | | | | | | | | | | | | | | | |
| | Credit Enhancement Fees | | | 193,000 | | | | 2 | % | | | 132,000 | | | | 1 | % |
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Total Payments | | | | $ | 8,479,000 | | | | 100 | % | | $ | 24,432,000 | | | | 100 | % |
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* Less than 1% |
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The table below summarizes the approximate expenses associated with related parties for the three months ended September 30, 2014 and 2013: |
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| | For the Three Months Ended September 30, | | | |
Purpose | | 2014 | | | 2013 | | | |
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Management Fees | | $ | 2,325,000 | | | | 100 | % | | $ | 2,177,000 | | | | 100 | % | | |
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Total Management Fees – related party | | $ | 2,325,000 | | | | 100 | % | | $ | 2,177,000 | | | | 100 | % | | |
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Amortization of Debt Financing Fees | | $ | 227,000 | | | | 60 | % | | $ | 97,000 | | | | 3 | % | | |
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Acquisition and Origination Fees | | | - | | | | - | | | | 2,707,000 | | | | 96 | % | | |
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Credit Enhancement Fees | | | 149,000 | | | | 39 | % | | | 16,000 | | | | 1 | % | | |
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Advisor Expense Reimbursement | | | 6,000 | | | | 1 | % | | | - | | | | - | | | |
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Total General and administrative – related parties | | $ | 382,000 | | | | 100 | % | | $ | 2,820,000 | | | | 100 | % | | |
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The table below summarizes the approximate expenses associated with related parties for the nine months ended September 30, 2014 and 2013: |
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| | For the Nine Months Ended September 30, | | | |
Purpose | | 2014 | | | 2013 | | | |
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Management Fees | | $ | 7,629,000 | | | | 100 | % | | $ | 5,654,000 | | | | 100 | % | | |
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Total Management fees – related party | | $ | 7,629,000 | | | | 100 | % | | $ | 5,654,000 | | | | 100 | % | | |
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Amortization of Debt Financing Fees | | $ | 459,000 | | | | (33 | )% | | $ | 231,000 | | | | 4 | % | | |
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Acquisition and Origination Fees (1) | | | (2,160,000 | ) | | | 157 | % | | | 5,933,000 | | | | 95 | % | | |
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Credit Enhancement Fees | | | 317,000 | | | | (23 | )% | | | 109,000 | | | | 1 | % | | |
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Advisor Expense Reimbursement | | | 8,000 | | | | (1 | )% | | | - | | | | - | | | |
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Total General and administrative – related parties | | $ | (1,376,000 | ) | | | 100 | % | | $ | 6,273,000 | | | | 100 | % | | |
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(1) Includes approximately $3.2 million in Acquisition and Origination Fees that were reversed in June 2014 associated with estimated Secondary DRIP Offering proceeds. In connection with our Listing, we ceased offering common shares of beneficial interest pursuant to our Secondary DRIP Offering. |
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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 the transactions listed below 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 Agreement |
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On December 18, 2009, we entered into a participation agreement (the “Buffington Participation Agreement”) with UMT Home Finance, LP (“UMTHF”), an affiliated Delaware limited partnership, pursuant to which we purchased a participation interest in UMTHF’s construction loan to Buffington Texas Classic Homes, LLC (“Buffington Classic”), an affiliated Texas limited liability company. 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 Buffington Classic. The Buffington Participation Agreement matured and was not renewed on October 28, 2014, at which point there was no outstanding balance. |
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Buffington Classic Participation Agreement |
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On March 24, 2010, we entered into a participation agreement (the “Buffington Classic Participation Agreement”) with UDF III pursuant to which we purchased a 100% participation interest in UDF III’s lot inventory line of credit loan facility with Buffington Classic (the “Buffington Classic Line”). 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 Buffington Classic. We received payment in full for the Buffington Classic Participation Agreement on August 8, 2014. |
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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. Our asset manager, UMTH LD, is also the general partner of UDF III. The TR Finished Lot Participation is due and payable in full on January 28, 2015. |
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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. The TR Paper Lot Participation is due and payable in full on January 28, 2015. |
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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. We received payment in full for the 165 Howe Participation Agreement on November 6, 2013. |
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Pine Trace Participation Agreement |
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On May 31, 2012, we entered into a participation agreement (the “Pine Trace Participation Agreement”) with UMTHFIII pursuant to which we purchased a participation interest in UMTHFIII’s loan (the “Pine Trace Loan”) to Pine Trace Village, LLC an unaffiliated Texas limited liability company (“Pine Trace”). Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHFIII. The Pine Trace Participation Agreement is due and payable in full on March 29, 2015. |
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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 Participation Agreement is due and payable in full on June 4, 2015. |
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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 Participation Agreement is due and payable in full on December 28, 2014. |
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UMTHF Megatel Participation |
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On October 3, 2013, we entered into a participation agreement (the “UMTHF Megatel Participation”) with UMTHF pursuant to which we purchased a participation interest in UMTHF’s construction loan (the “UMTHF Megatel Loan”) to Megatel Homes II, LLC (“Megatel”). Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in UMTHF. The UMTHF Megatel Participation is due and payable in full on December 23, 2014. |
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URHF Buckingham Participation |
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On December 16, 2013, we entered into a participation agreement (the “URHF Buckingham Participation”) with URHF pursuant to which we purchased a participation interest in URHF’s $4.9 million loan (the “URHF Buckingham Loan”) to CTMGT Buckingham, LLC (“Buckingham”), a Texas limited liability company. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in URHF. The URHF Buckingham Participation is due and payable in full on June 28, 2016. |
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URHF Bratton Hill Participation |
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On December 16, 2013, we entered into a participation agreement (the “URHF Bratton Hill Participation”) with URHF pursuant to which we purchased a participation interest in URHF’s $3.0 million loan (the “URHF Bratton Hill Loan”) to BLD Bratton Hill, LLC (“Bratton Hill”), a Texas limited liability company. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in URHF. The URHF Bratton Hill Participation is due and payable in full on July 31, 2016. |
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URHF Glenmore Participation |
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On May 6, 2014, we entered into a participation agreement (the “URHF Glenmore Participation”) with URHF pursuant to which we purchased a participation interest in URHF’s $4.2 million loan (the “URHF Glenmore Loan”) to CADG Glenmore, LLC (“Glenmore”), a Texas limited liability company. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in URHF. The URHF Glenmore Loan provides financing to Glenmore to acquire and develop 61 paper lots located in Texas. The URHF Glenmore Loan is evidenced by a secured promissory note and secured by a first lien deed of trust on the lots and is guaranteed by principals of the borrower. |
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The URHF Glenmore Participation gives us the right to receive payment from URHF of principal and accrued interest relating to amounts funded by us under the URHF Glenmore Participation. The interest rate under the URHF Glenmore Loan is the lower of 13% or the highest rate allowed by law. Our interest will be repaid as Glenmore repays the URHF Glenmore Loan. Glenmore is required to make loan payments upon the sale of lots covered by the deed of trust. The URHF Glenmore Loan and our participation in this loan are due and payable in full on January 10, 2015. |
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URHF Gateway Participation |
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On May 6, 2014, we entered into a participation agreement (the “URHF Gateway Participation”) with URHF pursuant to which we purchased a participation interest in URHF’s $7.6 million loan (the “URHF Gateway Loan”) to CADG Gateway, LLC (“Gateway”), a Texas limited liability company. Our Advisor also serves as the advisor for UMT, which owns 100% of the interests in URHF. The URHF Gateway Loan provides financing to Gateway to acquire and develop 39 paper lots located in Texas. The URHF Gateway Loan is evidenced by a secured promissory note and secured by a first lien deed of trust on the lots and is guaranteed by principals of the borrower. |
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The URHF Gateway Participation gives us the right to receive payment from URHF of principal and accrued interest relating to amounts funded by us under the URHF Gateway Participation. The interest rate under the URHF Gateway Loan is the lower of 13% or the highest rate allowed by law. Our interest will be repaid as Gateway repays the URHF Gateway Loan. Gateway is required to make loan payments upon the sale of lots covered by the deed of trust. The URHF Gateway Loan and our participation in this loan are due and payable in full on January 15, 2017. |
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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, 2014 | | December 31, 2013 | | | | | | | | | | | | |
Buffington Participation Agreement | | $ | - | | $ | 2,826,000 | | | | | | | | | | | | |
Buffington Classic Participation Agreement | | | - | | | 279,000 | | | | | | | | | | | | |
TR Finished Lot Participation | | | 671,000 | | | 3,346,000 | | | | | | | | | | | | |
TR Paper Lot Participation | | | 14,821,000 | | | 12,617,000 | | | | | | | | | | | | |
Pine Trace Participation Agreement | | | 3,864,000 | | | 6,646,000 | | | | | | | | | | | | |
Northpointe Participation Agreement | | | 1,145,000 | | | 1,585,000 | | | | | | | | | | | | |
Northpointe II Participation Agreement | | | 7,039,000 | | | 3,000,000 | | | | | | | | | | | | |
UMTHF Megatel Participation | | | 4,515,000 | | | - | | | | | | | | | | | | |
URHF Buckingham Participation | | | 105,000 | | | 1,425,000 | | | | | | | | | | | | |
URHF Bratton Hill Participation | | | - | | | 1,186,000 | | | | | | | | | | | | |
URHF Glenmore Participation | | | 3,839,000 | | | - | | | | | | | | | | | | |
URHF Gateway Participation | | | 4,201,000 | | | - | | | | | | | | | | | | |
Total | | $ | 40,200,000 | | $ | 32,910,000 | | | | | | | | | | | | |
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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, 2014 | | December 31, 2013 | | | | | | | | | | | | |
Buffington Participation Agreement | | $ | - | | $ | 47,000 | | | | | | | | | | | | |
Buffington Classic Participation Agreement | | | - | | | 16,000 | | | | | | | | | | | | |
TR Finished Lot Participation | | | - | | | 66,000 | | | | | | | | | | | | |
TR Paper Lot Participation | | | 42,000 | | | 197,000 | | | | | | | | | | | | |
Pine Trace Participation Agreement | | | 76,000 | | | 562,000 | | | | | | | | | | | | |
Northpointe Participation Agreement | | | 47,000 | | | - | | | | | | | | | | | | |
Northpointe II Participation Agreement | | | 31,000 | | | - | | | | | | | | | | | | |
UMTHF Megatel Participation | | | 34,000 | | | - | | | | | | | | | | | | |
URHF Buckingham Participation | | | 1,000 | | | 91,000 | | | | | | | | | | | | |
URHF Bratton Hill Participation | | | - | | | 64,000 | | | | | | | | | | | | |
URHF Glenmore Participation | | | 128,000 | | | - | | | | | | | | | | | | |
URHF Gateway Participation | | | 51,000 | | | - | | | | | | | | | | | | |
Total | | $ | 410,000 | | $ | 1,043,000 | | | | | | | | | | | | |
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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 | | For the Nine Months Ended | | | | | | |
September 30, | September 30, | | | | | |
Loan Name | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | |
Buffington Participation Agreement | | $ | - | | $ | 33,000 | | $ | 122,000 | | $ | 341,000 | | | | | | |
Buffington Classic Participation Agreement | | | 1,000 | | | 12,000 | | | 20,000 | | | 45,000 | | | | | | |
TR Finished Lot Participation | | | 41,000 | | | 136,000 | | | 225,000 | | | 403,000 | | | | | | |
TR Paper Lot Participation | | | 502,000 | | | 418,000 | | | 1,451,000 | | | 1,218,000 | | | | | | |
Carrollton Participation Agreement | | | - | | | - | | | - | | | 28,000 | | | | | | |
165 Howe Participation Agreement | | | - | | | 12,000 | | | - | | | 80,000 | | | | | | |
Pine Trace Participation Agreement | | | 165,000 | | | 177,000 | | | 607,000 | | | 520,000 | | | | | | |
Northpointe Participation Agreement | | | 35,000 | | | 49,000 | | | 124,000 | | | 93,000 | | | | | | |
Northpointe II Participation Agreement | | | 198,000 | | | 107,000 | | | 414,000 | | | 151,000 | | | | | | |
UMTHF Megatel Participation | | | 188,000 | | | - | | | 408,000 | | | - | | | | | | |
URHF Buckingham Participation | | | 2,000 | | | - | | | 55,000 | | | - | | | | | | |
URHF Bratton Hill Participation | | | - | | | - | | | 40,000 | | | - | | | | | | |
URHF Glenmore Participation | | | 126,000 | | | - | | | 203,000 | | | - | | | | | | |
URHF Gateway Participation | | | 136,000 | | | - | | | 221,000 | | | - | | | | | | |
Total | | $ | 1,394,000 | | $ | 944,000 | | $ | 3,890,000 | | $ | 2,879,000 | | | | | | |
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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. Our obligation to originate loans to Buffington Classic under the Buffington Classic CL terminated and was not renewed on October 28, 2014, at which point there was no outstanding balance. |
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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 is due and payable in full on March 22, 2015. |
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In connection with the HLL II Highland Farms Loan, HLL II agreed to pay us an origination fee of approximately $19,000, which was funded at the closing of the loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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HLL Hidden Meadows Loan |
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Effective February 17, 2011, we entered into a Loan Agreement providing for a $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 is due and payable in full on January 21, 2015. |
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In connection with the HLL Hidden Meadows Loan, HLL agreed to pay a $99,000 origination fee to us, which was funded at the closing of the HLL Hidden Meadows Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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Ash Creek Loan |
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Effective April 20, 2011, we entered into a $3.0 million loan agreement (the “Ash Creek Loan”) with UDF Ash Creek, LP (“UDF Ash Creek”), an affiliated Delaware limited partnership. UDF Ash Creek is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The Ash Creek Loan is due and payable in full on October 20, 2015. |
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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 was due and payable in full on September 20, 2014. The UDF TX Two Loan was paid in full on October 9, 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 is 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 is due and payable in full on November 29, 2015. |
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In connection with the HLL IS Loan, HLL agreed to pay a $64,000 origination fee to us, which was funded at the closing of the HLL IS Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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One KR Loan |
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Effective December 14, 2012, we entered into a $15.3 million loan agreement (the “One KR Loan”) with One KR Venture, L.P., an affiliated Texas limited partnership (“One KR”). One KR is a wholly owned subsidiary of UDF I. The general partner of our Advisor is also the general partner of UMTH LD, our asset manager. UMTH LD also serves as the asset manager of UDF I. The One KR Loan is due and payable in full on June 14, 2016. |
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In connection with the One KR Loan, One KR agreed to pay a $153,000 origination fee to us, which was funded at the closing of the One KR Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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Rowe Lane Loan |
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Effective February 18, 2014, we entered into a $7.5 million loan agreement (the “Rowe Lane Loan”) with Rowe Lane. Rowe Lane is a wholly owned subsidiary of UDF I. The general partner of our Advisor is the general partner of UMTH LD, our asset manager, and UMTH LD also serves as the asset manager of UDF I. The Rowe Lane Loan provides Rowe Lane with funding to acquire and develop 71.388 acres of land into approximately 285 single-family lots. The Rowe Lane Loan was initially evidenced and secured by a first lien deed of trust recorded against approximately 28 acres, as well as a second lien deed of trust recorded against approximately 43 acres, and other loan documents. The interest rate under the Rowe Lane Loan is the lower of 13% per annum, or the highest rate allowed by law. The Rowe Lane Loan matures and becomes due and payable in full on February 18, 2018. The Rowe Lane Loan provides Rowe Lane with an interest reserve of approximately $2.5 million, pursuant to which we will fund Rowe Lane’s monthly interest payments and add the payments to the outstanding principal balance of the Rowe Lane Loan. |
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In connection with the Rowe Lane Loan, Rowe Lane agreed to pay an origination fee of approximately $75,000 to us, which was funded at the closing of the Rowe Lane Loan. Revenue associated with this origination fee is included in commitment fee income – related parties and is recognized over the life of the loan. |
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BRHG Loan |
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On August 29, 2014, we entered into an $11.5 million loan (the “BRHG Loan”) with BRHG. BRHG is a wholly owned subsidiary of BR Homebuilding. John R. (“Bobby”) Ray, a trustee of UDF IV, Hollis Greenlaw, our Chief Executive Officer and a trustee of UDF IV, and Todd Etter, Chairman and partner of UMTH, each own approximately 25% of the common equity of BR Homebuilding and direct the management of BR Homebuilding. UMTH owns all of the limited partnership interests of UMTH LD, our asset manager. The BRHG Loan was approved by a majority of our independent trustees on August 26, 2014. The BRHG Loan provides BRHG with a portion of the acquisition financing required to support its acquisition of Scott Felder Homes, a homebuilder with operations in Austin and San Antonio, Texas. The BRHG Loan bears interest at 13% and is unsecured. As partial consideration for making the BRHG Loan, BR Homebuilding has delivered to us a warrant to purchase up to 25 Series A-1 Tracking Units in BR Homebuilding for $11.5 million (the “Warrant”). UDF IV has contributed the Warrant to a taxable REIT subsidiary that is wholly-owned by UDF IV. As principal is repaid on the BRHG Loan, the equity interest that can be acquired under the Warrant will be proportionately reduced. The BRHG Loan matures and becomes due and payable in full on August 29, 2021. |
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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 | | September 30, 2014 | | December 31, 2013 | | | | | | | | | | | | |
Buffington Classic CL | | $ | - | | $ | - | | | | | | | | | | | | |
HLL II Highland Farms Loan | | | 1,596,000 | | | 1,572,000 | | | | | | | | | | | | |
HLL Hidden Meadows Loan | | | 11,193,000 | | | 10,643,000 | | | | | | | | | | | | |
Ash Creek Loan | | | 1,530,000 | | | 1,756,000 | | | | | | | | | | | | |
UDF TX Two Loan | | | 564,000 | | | 502,000 | | | | | | | | | | | | |
UDF PM Loan | | | 4,369,000 | | | 3,822,000 | | | | | | | | | | | | |
HLL IS Loan | | | 2,401,000 | | | 2,522,000 | | | | | | | | | | | | |
One KR Loan | | | 9,071,000 | | | 10,201,000 | | | | | | | | | | | | |
Rowe Lane Loan | | | 4,965,000 | | | - | | | | | | | | | | | | |
BRHG Loan | | | 11,500,000 | | | - | | | | | | | | | | | | |
Total | | $ | 47,189,000 | | $ | 31,018,000 | | | | | | | | | | | | |
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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 | | September 30, 2014 | | December 31, 2013 | | | | | | | | | | | | |
Buffington Classic CL | | $ | - | | $ | - | | | | | | | | | | | | |
HLL II Highland Farms Loan | | | 110,000 | | | - | | | | | | | | | | | | |
HLL Hidden Meadows Loan | | | 271,000 | | | 1,028,000 | | | | | | | | | | | | |
Ash Creek Loan | | | 57,000 | | | 22,000 | | | | | | | | | | | | |
UDF TX Two Loan | | | 2,000 | | | 16,000 | | | | | | | | | | | | |
UDF PM Loan | | | 484,000 | | | 83,000 | | | | | | | | | | | | |
HLL IS Loan | | | 2,000 | | | 12,000 | | | | | | | | | | | | |
One KR Loan | | | 151,000 | | | - | | | | | | | | | | | | |
Rowe Lane Loan | | | 81,000 | | | - | | | | | | | | | | | | |
BRHG Loan | | | 119,000 | | | - | | | | | | | | | | | | |
Total | | $ | 1,277,000 | | $ | 1,161,000 | | | | | | | | | | | | |
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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 | | For the Nine Months Ended | | | | | | |
September 30, | September 30, | | | | | |
Loan Name | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | |
HLL Indian Springs Loan | | $ | - | | $ | - | | $ | - | | $ | 8,000 | | | | | | |
Buffington Classic CL | | | - | | | - | | | - | | | 5,000 | | | | | | |
HLL II Highland Farms Loan | | | 51,000 | | | 46,000 | | | 148,000 | | | 136,000 | | | | | | |
HLL Hidden Meadows Loan | | | 368,000 | | | 330,000 | | | 1,079,000 | | | 956,000 | | | | | | |
Ash Creek Loan | | | 50,000 | | | 68,000 | | | 158,000 | | | 223,000 | | | | | | |
UDF TX Two Loan | | | 16,000 | | | 18,000 | | | 49,000 | | | 189,000 | | | | | | |
UDF PM Loan | | | 142,000 | | | 105,000 | | | 404,000 | | | 205,000 | | | | | | |
HLL IS Loan | | | 88,000 | | | 130,000 | | | 252,000 | | | 350,000 | | | | | | |
One KR Loan | | | 296,000 | | | 258,000 | | | 903,000 | | | 703,000 | | | | | | |
Rowe Lane Loan | | | 148,000 | | | - | | | 289,000 | | | - | | | | | | |
BRHG Loan | | | 119,000 | | | - | | | 119,000 | | | - | | | | | | |
Total | | $ | 1,278,000 | | $ | 955,000 | | $ | 3,401,000 | | $ | 2,775,000 | | | | | | |
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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 | | For the Nine Months Ended | | | | | | |
September 30, | September 30, | | | | | |
Loan Name | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | |
HLL II Highland Farms Loan | | $ | - | | $ | - | | $ | - | | $ | 2,000 | | | | | | |
HLL Hidden Meadows Loan | | | 6,000 | | | 6,000 | | | 19,000 | | | 19,000 | | | | | | |
HLL IS Loan | | | 5,000 | | | 5,000 | | | 16,000 | | | 16,000 | | | | | | |
One KR Loan | | | 13,000 | | | 13,000 | | | 38,000 | | | 38,000 | | | | | | |
Rowe Lane Loan | | | 5,000 | | | - | | | 12,000 | | | - | | | | | | |
Total | | $ | 29,000 | | $ | 24,000 | | $ | 85,000 | | $ | 75,000 | | | | | | |
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