Real Estate Loans, Notes Receivable, and Line of Credit | 6 Months Ended |
Jun. 30, 2014 |
Real Estate Loan [Abstract] | ' |
loansheldforinvestment [Text Block] | ' |
Real Estate Loans, Notes Receivable, and Line of Credit |
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At June 30, 2014, our portfolio of real estate loans consisted of: |
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| Project/Property | | Location | | Date of loan | | Maturity date | | Optional extension date | | Total loan commitments | | Approved senior loan held by unrelated third party | | Current / deferred interest % per annum | | | | | |
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| City Park | | Charlotte, NC | | 9/6/12 | | 9/5/17 | | N/A | | $ | 10,000,000 | | | $ | 18,600,000 | | | 6-Aug | | | | | |
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| City Vista | | Pittsburgh, PA | | 8/31/12 | | 6/1/16 | | 7/1/17 | | 12,153,000 | | | $ | 28,400,000 | | | 6-Aug | | | | | |
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| Madison - Rome | | Rome, GA (2) | | 11/13/12 | | 9/20/15 | | N/A | | 5,360,042 | | | $ | 11,500,000 | | | 6-Aug | | | | | |
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| Lely | | Naples, FL | | 3/28/13 | | 2/28/16 | | 2/28/18 | | 12,713,242 | | | $ | 25,000,000 | | | 6-Aug | | | | | |
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| Crosstown Walk | | Suburban Tampa, FL (3) | | 4/30/13 | | 11/1/16 | | 5/1/18 | | 10,962,000 | | | $ | 25,900,000 | | | 6-Aug | | | | | |
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| Overton | | Atlanta, GA | | 5/8/13 | | 11/1/16 | | 5/1/18 | | 16,600,000 | | | $ | 31,700,000 | | | 6-Aug | | | | | |
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| Haven West | | Carrollton, GA (4) (6) | | 7/15/13 | | 6/2/16 | | 6/2/18 | | 6,940,795 | | | $ | 16,195,189 | | | 6-Aug | | | | | |
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| Starkville | | Starkville, MS (5) (6) | | 6/16/14 | | 11/30/15 | | 6/16/17 | | 6,116,384 | | | $ | 18,615,081 | | | 8.5 / 4.3 | | | | | |
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| Founders' Village | | Williamsburg, VA | | 8/29/13 | | 8/29/18 | | N/A | | 10,346,000 | | | $ | 26,936,000 | | | 6-Aug | | | | | |
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| Encore | | Atlanta, GA (7) | | 11/18/13 | | 8/18/14 | | N/A | | 16,026,525 | | | N/A | | | 2-Aug | | | | | |
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| Manassas | | Northern VA (8) | | 12/23/13 | | 7/31/14 | | N/A | | 10,932,000 | | | N/A | | | 5-Aug | | | | | |
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| Irvine | | Irvine, CA (9) | | 12/18/13 | | 9/30/14 | | N/A | | 21,000,000 | | | N/A | | | 8.5 / 4.3 | | | | | |
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| Weems Road | | Atlanta, GA (10) | | 4/14/14 | | 10/14/14 | | N/A | | 5,700,000 | | | N/A | | | 8.5 / 4.3 | | | | | |
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| Kennesaw | | Atlanta, GA (6) (11) | | 6/27/14 | | 6/27/17 | | N/A | | 13,424,995 | | | $ | 34,825,000 | | | 8.5 / 4.3 | | | | | |
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| | | | | | | | | | | $ | 158,274,983 | | | | | | | | | | |
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(1) | All loans are mezzanine loans pertaining to developments of multifamily communities, except as otherwise indicated. The borrowers for each of these projects are as follows: "City Park" - Oxford City Park Development LLC; "City Vista" - Oxford City Vista Development LLC; "Madison - Rome" - Madison Retail - Rome LLC; "Lely" - Lely Apartments LLC; "Crosstown Walk" - Iris Crosstown Partners LLC; "Overton" - Newport Overton Holdings, LLC; "Haven West" - Haven Campus Communities Member, LLC; "Starkville" - Haven Campus Communities - Starkville, LLC; "Founders' Village" - Oxford NTW Apartments LLC; "Encore" - GP - RV Land I, LLC; "Manassas" - Oxford Palisades Apartments LLC; "Irvine" - 360 - Irvine, LLC; "Weems Road" - Weems Road Property Owner, LLC; and "Kennesaw" - Haven Campus Communities - Kennesaw, LLC. | | | | | |
(2) | Madison-Rome is a mezzanine loan for an 88,351 square foot retail development project. On October 16, 2013, the anchor tenant obtained a certificate of occupancy and took possession of approximately 54,340 square feet of space. | | | | | |
(3) | Crosstown Walk was a land acquisition bridge loan that was converted to a mezzanine loan in April 2013. | | | | | | | |
(4) | Planned 568-bed student housing community adjacent to the University of West Georgia campus. | | | | | | | | | |
(5) | A planned 152-unit, 536-bed student housing community adjacent to the Mississippi State University campus. | | | | | |
(6) | See note 6 - Related Party Transactions. | | | | | | | |
(7) | Bridge loan of up to approximately $16.0 million to partially finance the acquisition of land and predevelopment costs for a 340-unit multifamily community in Atlanta, Georgia. | | | | | |
(8) | Bridge loan of up to approximately $10.9 million to partially finance the acquisition of land and predevelopment costs for a 304-unit multifamily community in Northern Virginia. The Company expects to convert this bridge loan to a mezzanine loan by August 21, 2014. | | | | | |
(9) | Bridge loan of up to $21.0 million to partially finance the acquisition of land and predevelopment costs for a 280-unit multifamily community in Irvine, California. | | | | | |
(10) | Bridge loan of up to approximately $5.7 million to partially finance the acquisition of land and predevelopment costs for a 310-unit multifamily community in Atlanta, Georgia. | | | | | |
(11) | Mezzanine loan of up to approximately $13.4 million in support of a planned 198-unit,792-bed student housing community adjacent to the campus of Kennesaw State University in Atlanta, Georgia. | | | | | |
The Company's real estate loans are collateralized by 100% of the membership interests of the underlying project entity, and, where considered necessary, by unconditional joint and several repayment guaranties and performance guaranties by the principal(s) of the borrower. These guaranties generally remain in effect until the receipt of a final certificate of occupancy. All of the guaranties are subject to the rights held by the senior lender pursuant to a standard intercreditor agreement. The Encore, Manassas, Irvine and Weems Road loans are also collateralized by the acquired land. The Haven West and Kennesaw loans are additionally collateralized by an assignment by the developer of security interests in unrelated projects. Prepayment of the mezzanine loans are permitted in whole, but not in part, without the Company's consent. |
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Management monitors the level of credit quality for each of the Company's mezzanine real estate loans by tracking the timeliness of scheduled interest and principal payments relative to the due dates as specified in the loan documents, as well as draw requests on the loans relative to the project budgets. In addition, management monitors the actual progress of development and construction relative to the construction plan, as well as local, regional and national economic conditions as may bear on our current and target markets. The credit quality of the Company’s borrowers is primarily based on their payment history on an individual loan basis, and as such, the Company does not assign quantitative credit value measures or categories to its real estate loans and notes receivable in credit quality categories. |
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| | As of June 30, 2014 | | Carrying amount as of |
| | Amount drawn | | Loan Fee received from borrower - 2% | | Acquisition fee paid to Manager - 1% | | Unamortized deferred loan fee revenue | | June 30, 2014 | | | 31-Dec-13 |
Project/Property | | | | | | |
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City Park | | $ | 10,000,000 | | | $ | 200,000 | | | $ | 100,000 | | | $ | (59,621 | ) | | $ | 9,940,379 | | | $ | 9,928,017 | |
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City Vista | | 12,153,000 | | | 243,040 | | | 121,520 | | | (70,814 | ) | | 12,082,186 | | | 12,063,939 | |
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Madison - Rome | | 5,360,042 | | | 107,201 | | | 53,600 | | | (25,528 | ) | | 5,334,514 | | | 5,322,770 | |
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Lely | | 11,959,918 | | | 254,265 | | | 127,133 | | | (64,550 | ) | | 11,895,368 | | | 11,402,372 | |
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Crosstown Walk | | 10,455,804 | | | 219,240 | | | 109,620 | | | (37,567 | ) | | 10,418,237 | | | 9,997,245 | |
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Overton | | 15,214,206 | | | 332,079 | | | 166,040 | | | (97,391 | ) | | 15,116,815 | | | 14,487,178 | |
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Haven West | | 6,691,269 | | | 138,816 | | | 69,408 | | | (42,584 | ) | | 6,648,685 | | | 5,582,018 | |
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Starkville | | 2,059,047 | | | 34,600 | | | 17,300 | | | (42,592 | ) | | 2,016,455 | | | 1,582,750 | |
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Founders' Village | | 9,866,000 | | | 197,320 | | | 98,660 | | | (73,329 | ) | | 9,792,671 | | | 7,572,698 | |
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Encore | | 9,007,044 | | | 320,531 | | | 160,265 | | | (26,870 | ) | | 8,980,174 | | | 7,716,421 | |
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Manassas | | 10,932,000 | | | 214,140 | | | 107,070 | | | — | | | 10,932,000 | | | 10,609,849 | |
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Irvine | | 16,559,297 | | | 298,634 | | | 149,317 | | | (45,214 | ) | | 16,514,083 | | | 14,332,658 | |
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Weems Road | | 5,344,166 | | | 94,356 | | | 47,178 | | | (26,740 | ) | | 5,317,426 | | | — | |
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Kennesaw | | 9,065,401 | | | 119,500 | | | 59,750 | | | (59,488 | ) | | 9,005,913 | | | — | |
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| | $ | 134,667,194 | | | $ | 2,773,722 | | | $ | 1,386,861 | | | $ | (672,288 | ) | | $ | 133,994,906 | | | $ | 110,597,915 | |
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The Company holds options, but not obligations, to purchase certain of the properties which are partially financed by its mezzanine loans, as shown in the table below. The option purchase prices are negotiated at the time of the loan closing. |
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| | Purchase option window | | Purchase option price | | Total units upon completion | | | | | | | | | | | | | |
Project/Property | | Begin | | End | | | | | | | | | | | | | | | |
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City Park | | 11/1/15 | | 3/31/16 | | $ | 30,945,845 | | | 284 | | | | | | | | | | | | | | |
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City Vista | | 2/1/16 | | 5/31/16 | | $ | 43,560,271 | | | 272 | | | | | | | | | | | | | | |
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Madison - Rome | | N/A | | N/A | | N/A | | | N/A | | | | | | | | | | | | | | |
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Lely | | 4/1/16 | | 8/30/16 | | $ | 43,500,000 | | | 308 | | | | | | | | | | | | | | |
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Crosstown Walk | | 7/1/16 | | 12/31/16 | | $ | 39,654,273 | | | 342 | | | | | | | | | | | | | | |
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Overton | | 7/8/16 | | 12/8/16 | | $ | 51,500,000 | | | 294 | | | | | | | | | | | | | | |
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Haven West | | 8/1/16 | | 1/31/17 | | $ | 26,138,466 | | | 160 | | | | | | | | | | | | | | |
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Starkville | | 9/1/16 | | 11/30/16 | | (1) | | 152 | | | | | | | | | | | | | | |
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Founders' Village | | 2/1/16 | | 9/15/16 | | $ | 44,266,000 | | | 247 | | | | | | | | | | | | | | |
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Encore | | N/A | | N/A | | N/A | | | 340 | | | | | | | | | | | | | | |
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Manassas | | N/A | | N/A | | N/A | | | 304 | | | | | | | | | | | | | | |
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Irvine | | N/A | | N/A | | N/A | | | 280 | | | | | | | | | | | | | | |
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Weems Road | | N/A | | N/A | | N/A | | | 310 | | | | | | | | | | | | | | |
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Kennesaw | | 9/1/16 | | 11/30/16 | | (1) | | 198 | | | | | | | | | | | | | | |
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| | | | | | | | 3,491 | | | | | | | | | | | | | | |
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(1) The purchase option price is to be calculated as a discount based on a 50 basis point increase from the market cap rate at the time of exercise of the purchase option. | | | | | | | | | | | | | |
At June 30, 2014, our portfolio of notes and line of credit receivable consisted of: |
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Borrower | | Type of instrument | | Date of loan | | Maturity date | | Total loan commitments | | Carrying Amount | | Interest rate | | | | | | | |
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360 Residential, LLC | | Bridge loan | | 3/20/13 | | 12/31/14 | | $ | 2,000,000 | | | $ | 440,771 | | | 8 | % | (1) | | | | | | |
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TPKG 13th Street Development, LLC | | Land acquisition loan | | 5/3/13 | | 8/1/14 | | 7,200,000 | | | 7,200,000 | | | 8 | % | (2) | | | | | | |
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Preferred Capital Marketing Services, LLC | | Promissory note | | 1/24/13 | | 1/23/15 | | 1,500,000 | | | 1,500,000 | | | 10 | % | | | | | | | |
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Riverview Associates, Ltd. | | Promissory note | | 12/17/12 | | 12/16/14 | | 1,300,000 | | | 1,300,000 | | | 8 | % | (3) | | | | | | |
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Pecunia Management, LLC | | Subordinated loan | | 11/16/13 | | 11/15/14 | | 200,000 | | | 200,000 | | | 10 | % | | | | | | | |
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Oxford Contracting LLC | | Promissory note | | 8/27/13 | | 4/30/17 | | 1,500,000 | | | 1,475,000 | | | 8 | % | (4) | | | | | | |
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Preferred Apartment Advisors, LLC | | Revolving credit line | | 8/21/12 | | 12/31/15 | | 9,500,000 | | | 8,920,869 | | | 8 | % | (5) | | | | | | |
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| | | | | | | | $ | 23,200,000 | | | $ | 21,036,640 | | | | | | | | | | |
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(1) Amendment of the bridge loan which was originated on March 20, 2013. The amounts payable under the terms of the loan, which include an additional 6% deferred interest, are collateralized by guaranties of payment and performance by the principals of the borrower. | | | | | | |
(2) Note pays current interest at 8% per annum, plus an additional interest amount necessary to provide the Company with a 14% cumulative simple rate of return through August 31, 2013, scaling upward to 20% per annum on January 1, 2014 and thereafter. The loan was amended on March 17, 2014 to extend the maturity date to August 1, 2014. The borrower paid deferred interest of $351,491 and repaid principal of $164,743 at the date of amendment. The note is collateralized by a pledge of 100% of the membership interests of the project as well as by a first mortgage on the property. See Note 16. | | | | | | |
(3) The amounts payable under the terms of the loan are collateralized by an assignment of project documents and guaranties of payment and performance by the principal of the borrower. | | | | | | |
(4) The amounts payable under the terms of the loan are collateralized by a personal guaranty of repayment by the principals of the borrower. | | | | | | |
(5) The amounts payable under the credit line are collateralized by an assignment of the Manager's rights to fees due under the third amended and restated management agreement, or Management Agreement, between the Company and the Manager. On February 10, 2014, this instrument was amended to increase the commitment amount and extend the maturity date as shown. | | | | | | |
Also, the Company originated revolving lines of credit during the second quarter of 2014, as follows: |
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Borrower | | Origination date | | Total loan commitments | | Interest rate | | Maturity date | | Carrying amount at June 30, 2014 | | | | | | | | | |
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Haven Campus Communities, LLC | | 6/11/14 | | $ | 4,000,000 | | | 12 | % | | 6/30/16 | | $ | 1,630,335 | | | | | | | | | | |
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Oxford Capital Partners, LLC | | 6/27/14 | | 4,200,000 | | | 12 | % | | 6/30/16 | | 3,234,958 | | | | | | | | | | |
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Newport Development Partners, LLC | | 6/17/14 | | 3,000,000 | | | 12 | % | | 6/30/16 | | 1,745,658 | | | | | | | | | | |
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| | | | $ | 11,200,000 | | | | | | | $ | 6,610,951 | | | | | | | | | | |
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The Haven and Newport instruments are collateralized in full by guaranties of repayment issued by the principals of the borrowers, which are not affiliates of the Company. The Oxford line of credit is collateralized by guaranties of repayment issued by the principals of the borrowers, which are not affiliates of the Company, up to the lesser of 25% of the outstanding principal balance or $1,000,000. Haven Campus Communities, LLC is a related party, as described in note 6. |
The Company recorded interest income and other revenue from these instruments as follows: |
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| | Three months ended June 30, | | Six months ended June 30, | | | | | | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | |
Real estate loans: | | | | | | | | | | | | | | | | |
Current interest payments | | $ | 2,628,833 | | | $ | 975,905 | | | $ | 4,928,126 | | | $ | 1,708,085 | | | | | | | | | |
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Additional accrued interest | | 1,697,017 | | | 678,848 | | | 3,211,178 | | | 1,121,837 | | | | | | | | | |
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Deferred loan fee revenue | | 272,399 | | | 88,383 | | | 580,856 | | | 115,694 | | | | | | | | | |
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Total real estate loan revenue | | 4,598,249 | | | 1,743,136 | | | 8,720,160 | | | 2,945,616 | | | | | | | | | |
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Interest income on notes and lines of credit | | 661,543 | | | 276,877 | | | 1,265,381 | | | 386,327 | | | | | | | | | |
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Interest income on loans and notes receivable | | $ | 5,259,792 | | | $ | 2,020,013 | | | $ | 9,985,541 | | | $ | 3,331,943 | | | | | | | | | |
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The Company extends loans for purposes such as to partially finance the development of multifamily residential communities, to acquire land in anticipation of developing and constructing multifamily residential communities, and for other real estate or real estate related projects. Certain of these loans include characteristics such as exclusive options to purchase the project at a fixed price within a specific time window following project completion and stabilization, the rights to incremental exit fees over and above the amount of periodic interest paid during the life of the loans, or both. These characteristics can cause the loans to create variable interests to the Company and require further evaluation as to whether the variable interest creates a variable interest entity, or VIE, which would necessitate consolidation of the project. The Company considers the facts and circumstances pertinent to each entity borrowing under the loan, including the relative amount of financing the Company is contributing to the overall project cost, decision making rights or control held by the Company, guarantees provided by third parties, and rights to expected residual gains or obligations to absorb expected residual losses that could be significant from the project. If the Company is deemed to be the primary beneficiary of a VIE, consolidation treatment would be required. |
The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310. For each loan, the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. |
The Company's real estate loans partially finance the development activities of the borrowers' associated legal entities. Each of these loans create variable interests in each of these entities, and according to the Company's analysis, are deemed to be VIEs, due to the combined factors of the sufficiency of the borrowers' investment at risk, the existence of payment and performance guaranties provided by the borrowers, as well as the limitations on the fixed-price purchase options on the City Park, City Vista, Overton, Crosstown Walk, Lely, Haven West, Founders' Village, and Kennesaw loans. The Company has concluded that it is not the primary beneficiary of the borrowing entities. It has no decision making authority or power to direct activity, except normal lender rights, which are subordinate to the senior loans on the projects. Therefore, since the Company has concluded it is not the primary beneficiary, it has not consolidated these entities in its consolidated financial statements. The Company's maximum exposure to loss from these loans is their drawn amount as of June 30, 2014 of approximately $85.4 million. The maximum aggregate amount of loans to be funded as of June 30, 2014 was approximately $93.1 million. |
The Company is subject to a concentration of credit risk that could be considered significant with regard to the Crosstown Walk, City Park, City Vista, Founders' Village and Manassas real estate loans, the promissory note to Oxford Contracting, LLC, and the revolving line of credit to Oxford Capital Partners, LLC, as identified specifically by the two named principals of the borrowers, W. Daniel Faulk, Jr. and Richard A. Denny, and as evidenced by repayment guaranties offered in support of these loans. The drawn amount of these loans total approximately $58.1 million (with a total commitment amount of $60.1 million) and in the event of a total failure to perform by the borrowers and guarantors, would subject the Company to a total possible loss of that amount. The Company generally requires secured interests in one or a combination of the membership interests of the borrowing entity or the entity holding the project, guaranties of loan repayment, and project completion performance guaranties as credit protection with regard to its real estate loans, as is customary in the mezzanine loan industry. The Company has performed assessments of the guaranties with regard to the obligors' ability to perform according to the terms of the guaranties if needed and has concluded that the guaranties reduce the Company's risk and exposure to the above-described credit risk in place as of June 30, 2014. |
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The borrowers and guarantors behind the Crosstown Walk, City Park, City Vista, Founders' Village and Manassas real estate loans, the promissory note to Oxford Contracting, LLC, and the revolving line of credit to Oxford Capital Partners, LLC collectively qualify as a major customer as defined in ASC 280-10-50, as the revenue recorded from this customer exceeded ten percent of the Company's total revenues. The Company recorded revenue from transactions with this major customer within its financing segment of approximately $1.9 million and $1.3 million for the three-month periods ended June 30, 2014 and 2013, respectively. |