Real Estate Loans, Notes Receivable, and Lines of Credit | 3 Months Ended |
Mar. 31, 2015 |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Real Estate Loans, Notes Receivable, and Line of Credit |
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At March 31, 2015, 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 | | Senior loans held by unrelated third parties | | Current / deferred interest % per annum | | | | | |
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| Crosstown Walk | | Tampa, FL | | 4/30/13 | | 11/1/16 | | 5/1/18 | | $ | 10,962,000 | | | $ | 25,900,000 | | | 6-Aug | (2) | | | | |
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| CityPark View | | Charlotte, NC | | 9/6/12 | | 9/5/17 | | N/A | | 10,000,000 | | | $ | 18,600,000 | | | 6-Aug | (2) | | | | |
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| City Vista | | Pittsburgh, PA | | 8/31/12 | | 6/1/16 | | 7/1/17 | | 14,147,515 | | | $ | 28,400,000 | | | 6-Aug | (2) | | | | |
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| Aster at Lely | | Naples, FL | | 3/28/13 | | 2/28/16 | | 2/28/18 | | 12,713,242 | | | $ | 25,000,000 | | | 6-Aug | (2) | | | | |
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| Overton Rise | | Atlanta, GA | | 5/8/13 | | 11/1/16 | | 5/1/18 | | 16,600,000 | | | $ | 31,700,000 | | | 6-Aug | (2) | | | | |
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| Haven West | | Atlanta, GA (3, 4) | | 7/15/13 | | 6/2/16 | | 6/2/18 | | 6,940,795 | | | $ | 16,195,189 | | | 6-Aug | (2) | | | | |
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| Haven 12 | | Starkville, MS (4, 5) | | 6/16/14 | | 11/30/15 | | 6/16/17 | | 6,116,384 | | | $ | 18,615,081 | | | 8.5 / 5.5 | (6) | | | | |
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| Founders' Village | | Williamsburg, VA | | 8/29/13 | | 8/29/18 | | N/A | | 10,346,000 | | | $ | 26,936,000 | | | 6-Aug | (6) | | | | |
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| Encore | | Atlanta, GA (7) | | 11/18/13 | | 5/15/15 | | N/A | | 16,026,525 | | | N/A | | | 8.5 | | | | | |
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| Palisades | | Northern VA | | 8/18/14 | | 2/18/18 | | 8/18/19 | | 17,270,000 | | | $ | 38,000,000 | | | 5-Aug | (6) | | | | |
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| Fusion | | Irvine, CA (7) | | 12/18/13 | | 5/31/15 | | N/A | | 23,000,000 | | | N/A | | | 8.5 / 4.3 | (6) | | | | |
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| Green Park | | Atlanta, GA | | 12/1/14 | | 12/1/17 | | 12/1/19 | | 13,464,372 | | | $ | 27,775,000 | | | 8.5 / 4.33 | (6) | | | | |
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| Stadium Village | | Atlanta, GA (4, 8) | | 6/27/14 | | 6/27/17 | | N/A | | 13,424,995 | | | $ | 34,825,000 | | | 8.5 / 4.33 | (6) | | | | |
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| Summit Crossing III | Atlanta, GA | | 2/27/15 | | 2/26/18 | | 2/26/20 | | 7,246,400 | | | $ | 16,822,000 | | | 8.5 / 5 | (6) | | | | |
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| Crosstown Walk II | Tampa, FL (9) | | 11/4/14 | | 6/30/15 | | N/A | | 2,240,000 | | | N/A | | | 8.5 / 4.33 | (6) | | | | |
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| Aldridge at Town Village | Atlanta, GA | | 1/27/15 | | 12/27/17 | | 12/27/19 | | 10,975,000 | | | $ | 28,338,937 | | | 8.5 / 5 | (6) | | | | |
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| Haven Lubbock | | Lubbock, TX (4, 10) | | 1/15/15 | | 4/14/15 | | N/A | | 4,950,000 | | | N/A | | | 8.5 / 4.33 | (6) | | | | |
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| | | | | | | | | | | $ | 196,423,228 | | | | | | | | | | |
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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: "Crosstown Walk" - Iris Crosstown Partners LLC; "CityPark View" - Oxford City Park Development LLC; "City Vista" - Oxford City Vista Development LLC; "Aster at Lely" - Lely Apartments LLC; "Overton Rise" - Newport Overton Holdings, LLC; "Haven West" - Haven Campus Communities Member, LLC; "Haven 12" - Haven Campus Communities - Starkville, LLC; "Founders' Village" - Oxford NTW Apartments LLC; "Encore" - GP - RV Land I, LLC; "Palisades" - Oxford Palisades Apartments LLC; "Fusion" - 360 - Irvine, LLC; "Green Park" - Weems Road Property Owner, LLC; "Stadium Village" - Haven Campus Communities - Kennesaw, LLC; "Summit Crossing III" - Oxford Forsyth Development, LLC; "Crosstown Walk II" - Iris Crosstown Apartments II, LLC; "Aldridge at Town Village" - Newport Town Village Holdings, LLC and "Haven Lubbock" - Haven Campus Communities Lubbock, LLC. | | | | |
(2) | In the event the Company exercises the associated purchase option and acquires the property, any additional accrued interest, if not paid, will be treated as additional consideration for the acquired project. | | | | |
(3) | Completed 160-unit 568-bed student housing community adjacent to the campus of the University of West Georgia. | | | | | |
(4) | See note 7 - Related Party Transactions. | | | | | | | |
(5) | A planned 152-unit, 536-bed student housing community adjacent to the Mississippi State University campus. | | | | |
(6) | Deferred interest becomes due to the Company on the earliest to occur of (i) the maturity date, (ii) any uncured event of default as defined in the associated loan agreement, (iii) the sale of the project or the refinancing of the loan (other than a refinancing of the loan by the Company or one of its affiliates) and (iv) any other repayment of the loan. | | | | |
(7) | Bridge loan to partially finance the acquisition of land and predevelopment costs for a multifamily community. Upon a sale of the property or refinancing with a third party, the Company would be due a payoff fee of $2.0 million on this loan. | | | | |
(8) | Mezzanine loan in support of a planned 198-unit,792-bed student housing community adjacent to the campus of Kennesaw State University. | | | | |
(9) | Bridge loan to partially finance the acquisition of land and predevelopment costs for a second phase adjacent to the Crosstown Walk multifamily community development in Tampa, Florida. | | | | |
(10) | A planned 217-unit, 732-bed student housing community adjacent to the campus of Texas Tech University. See note 17. | | | | |
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The Palisades, Green Park, Stadium Village and Founders' Village loans are subject to a loan participation agreement with a syndicate of unaffiliated third parties, under which the syndicate is to fund 25% of the loan commitment amount and collectively receive 25% of interest payments and returns of principal. |
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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, Fusion, Crosstown Walk II and Haven Lubbock loans are also collateralized by the acquired land. The Haven West and Stadium Village 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 credit quality of the obligors under each of the Company's 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 that 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 March 31, 2015 | | Carrying amount as of |
| | Amount drawn | | Loan Fee received from borrower - 2% | | Acquisition fee paid to Manager - 1% | | Unamortized deferred loan fee revenue | | March 31, 2015 | | 31-Dec-14 |
Project/Property | | | | | | |
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Crosstown Walk | | $ | 10,962,000 | | | $ | 219,240 | | | $ | 109,620 | | | $ | (24,111 | ) | | $ | 10,937,889 | | | $ | 10,862,615 | |
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CityPark View | | 10,000,000 | | | 200,000 | | | 100,000 | | | (43,015 | ) | | 9,956,985 | | | 9,951,728 | |
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City Vista | | 14,051,272 | | | 282,930 | | | 141,465 | | | (53,113 | ) | | 13,998,159 | | | 13,708,474 | |
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Aster at Lely | | 12,033,668 | | | 254,265 | | | 127,133 | | | (33,151 | ) | | 12,000,517 | | | 12,330,262 | |
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Overton Rise | | 16,167,585 | | | 332,079 | | | 166,040 | | | (62,476 | ) | | 16,105,109 | | | 15,773,937 | |
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Haven West | | 6,784,167 | | | 138,816 | | | 69,408 | | | (24,546 | ) | | 6,759,621 | | | 6,753,917 | |
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Haven 12 | | 5,650,904 | | | 122,328 | | | 61,164 | | | (18,366 | ) | | 5,632,538 | | | 5,506,157 | |
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Founders' Village (1) | | 9,866,000 | | | 197,320 | | | 98,660 | | | (32,902 | ) | | 9,833,098 | | | 9,804,058 | |
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Encore | | 14,115,725 | | | 320,531 | | | 160,265 | | | — | | | 14,115,725 | | | 11,966,456 | |
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Palisades (1) | | 15,552,413 | | | 321,400 | | | 160,700 | | | (8,820 | ) | | 15,543,593 | | | 14,374,036 | |
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Fusion | | 21,536,641 | | | 460,000 | | | 230,000 | | | — | | | 21,536,641 | | | 20,313,722 | |
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Green Park (1) | | 6,203,700 | | | 269,287 | | | 134,644 | | | (38,108 | ) | | 6,165,592 | | | 4,602,691 | |
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Stadium Village (1) | | 12,952,385 | | | 268,500 | | | 134,250 | | | (13,596 | ) | | 12,938,789 | | | 12,664,902 | |
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Summit Crossing III | | 4,159,561 | | | 144,928 | | | 72,464 | | | (58,265 | ) | | 4,101,296 | | | 2,393,639 | |
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Crosstown Walk II | | 2,240,000 | | | 44,800 | | | 22,400 | | | (3,661 | ) | | 2,236,339 | | | 2,225,079 | |
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Aldridge at Town Village | 5,557,501 | | | 219,500 | | | 109,750 | | | (101,636 | ) | | 5,455,865 | | | — | |
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Haven Lubbock | | 4,950,000 | | | 99,000 | | | 49,500 | | | (7,545 | ) | | 4,942,455 | | | — | |
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| | $ | 172,783,522 | | | $ | 3,894,924 | | | $ | 1,947,463 | | | $ | (523,311 | ) | | $ | 172,260,211 | | | $ | 153,231,673 | |
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(1) 25% of the net amount collected by the Company as an Acquisition fee was paid to the associated loan participant. |
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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Crosstown Walk | | 7/1/16 | | 12/31/16 | | $ | 39,654,273 | | | 342 | | | | | | | | | | | | | | |
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CityPark View | | 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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Aster at Lely (1) | | 4/1/16 | | 8/30/16 | | $ | 43,500,000 | | | 308 | | | | | | | | | | | | | | |
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Overton Rise | | 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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Haven 12 | | 9/1/16 | | 11/30/16 | | (2) | | | 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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Palisades | | 3/1/17 | | 7/31/17 | | (2) | | | 304 | | | | | | | | | | | | | | |
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Fusion | | N/A | | N/A | | N/A | | | 280 | | | | | | | | | | | | | | |
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Green Park | | 11/1/17 | | 2/28/18 | | (2) | | | 310 | | | | | | | | | | | | | | |
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Stadium Village | | 9/1/16 | | 11/30/16 | | (2) | | | 198 | | | | | | | | | | | | | | |
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Summit Crossing III | | 8/1/17 | | 11/30/17 | | (2) | | | 172 | | | | | | | | | | | | | | |
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Crosstown Walk II | | N/A | | N/A | | N/A | | | 180 | | | | | | | | | | | | | | |
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Aldridge at Town Village | | 11/1/17 | | 2/28/18 | | (2) | | | 300 | | | | | | | | | | | | | | |
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Haven Lubbock (3) | | N/A | | N/A | | N/A | | | 217 | | | | | | | | | | | | | | |
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| | | | | | | | 4,360 | | | | | | | | | | | | | | |
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(1) Williams Opportunity Fund, LLC is an equity investor in this project. See note 7. | | | | | | | | | | | | | |
(2) The purchase price is to be calculated based upon market cap rates at the time of exercise of the purchase | | | | | | | | | | | | | |
option, with discounts ranging from between 30 and 60 basis points, depending on the loan. | | | | | | | | | | | | | |
(3) See note 17. | | | | | | | | | | | | | |
At March 31, 2015, our portfolio of notes and lines of credit receivable consisted of: |
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Borrower | | Date of loan | | Maturity date | | Total loan commitments | | Outstanding balance as of: | | Interest rate | | | | | |
| | | | 3/31/15 | | | 12/31/14 | | | | | | | |
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360 Residential, LLC | | 3/20/13 | | 6/30/16 | | $ | 2,000,000 | | | $ | 1,144,686 | | | $ | 1,107,348 | | | 12 | % | (1) | | | | |
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TPKG 13th Street Development, LLC (2) | | 5/3/13 | | N/A | | — | | | — | | | 5,605,178 | | | N/A | | | | | | |
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Preferred Capital Marketing Services, LLC (3) | | 1/24/13 | | 12/31/16 | | 1,500,000 | | | 1,500,000 | | | 1,500,000 | | | 10 | % | | | | | |
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Riverview Associates, Ltd. | | 12/17/12 | | 6/30/15 | | 1,300,000 | | | 300,000 | | | 300,000 | | | 8 | % | (4) | | | | |
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Pecunia Management, LLC | | 11/16/13 | | 11/15/15 | | 200,000 | | | 200,000 | | | 200,000 | | | 10 | % | | | | | |
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Oxford Contracting LLC | | 8/27/13 | | 4/30/17 | | 1,500,000 | | | 1,475,000 | | | 1,475,000 | | | 8 | % | (5) | | | | |
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Preferred Apartment Advisors, LLC (3) | | 8/21/12 | | 12/31/16 | | 12,000,000 | | | 10,259,121 | | | 9,128,038 | | | 8 | % | (6) | | | | |
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Haven Campus Communities, LLC | | 6/11/14 | | 6/30/16 | | 5,400,000 | | | 4,059,666 | | | 3,540,099 | | | 12 | % | (5) | | | | |
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Oxford Capital Partners, LLC | | 6/27/14 | | 6/30/16 | | 5,925,000 | | | 4,656,874 | | | 4,029,737 | | | 12 | % | (7) | | | | |
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Newport Development Partners, LLC | | 6/17/14 | | 6/30/16 | | 3,000,000 | | | 2,160,560 | | | 1,860,560 | | | 12 | % | (5) | | | | |
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Unamortized loan fees | | | | | | | | (39,900 | ) | | (48,400 | ) | | | | | | | |
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| | | | | | $ | 32,825,000 | | | $ | 25,716,007 | | | $ | 28,697,560 | | | | | | | | |
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(1) Revolving credit line which is an amendment of the bridge loan which was originated on March 20, 2013. The amounts payable under the terms of the loan are collateralized by guaranties of payment and performance by the principals of the borrower. | | | | |
(2) The outstanding balance of this loan was fully repaid as of February 11, 2015. | | | | |
(3)See related party disclosure in Note 7. | | | | |
(4) The amounts payable under the terms of this promissory note are collateralized by an assignment of project documents and guaranties of payment and performance by the principal of the borrower. | | | | |
(5) The amounts payable under the terms of these revolving credit lines are collateralized by a personal guaranty of repayment by the principals of the borrower. | | | | |
(6) The amounts payable under this revolving credit line were collateralized by an assignment of the Manager's rights to fees due under the fourth amended and restated management agreement, or Management Agreement, between the Company and the Manager. | | | | |
(7) The amounts payable under the terms of this revolving credit line, up to the lesser of 25% of the loan balance or $1,000,000 are collateralized by a personal guaranty of repayment by the principals of the borrower. | | | | |
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 7. |
The Company recorded interest income and other revenue from these instruments as follows: |
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| | Three months ended March 31, | | | | | | | | | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | | | | | | | | | |
Real estate loans: | | | | | | | | | | | | | | | | | | | | |
Current interest payments | | $ | 3,383,875 | | | $ | 2,295,963 | | | | | | | | | | | | | | | | | |
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Additional accrued interest | | 2,003,480 | | | 1,514,161 | | | | | | | | | | | | | | | | | |
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Deferred loan fee revenue | | 150,319 | | | 308,457 | | | | | | | | | | | | | | | | | |
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Total real estate loan revenue | | 5,537,674 | | | 4,118,581 | | | | | | | | | | | | | | | | | |
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Interest income on notes and lines of credit | | 695,954 | | | 607,168 | | | | | | | | | | | | | | | | | |
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Interest income on loans and notes receivable | | $ | 6,233,628 | | | $ | 4,725,749 | | | | | | | | | | | | | | | | | |
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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 CityPark View, City Vista, Overton Rise, Crosstown Walk, Aster at Lely, Haven West, and Founders' Village 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 March 31, 2015 of approximately $79.9 million. The maximum aggregate amount of loans to be funded as of March 31, 2015 was approximately $81.7 million. |
The Company is subject to a concentration of credit risk that could be considered significant with regard to the Crosstown Walk, CityPark View, City Vista, Founders' Village, Palisades, Encore, Summit Crossing III and Crosstown Walk II real estate loans, the promissory note from 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 $87.1 million (with a total commitment amount of $95.7 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 March 31, 2015. |
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The Company is also subject to a geographic concentration of risk that could be considered significant with regard to the Overton Rise, Haven West, Encore, Green Park, Stadium Village, Summit Crossing III and Aldridge at Town Village real estate loans, all of which are partially supporting proposed multifamily communities and student housing projects in or near Atlanta, Georgia. The drawn amount of these loans as of March 31, 2015 totaled approximately $65.9 million (with a total commitment amount of approximately $84.7 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. |
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The borrowers and guarantors behind the Crosstown Walk, CityPark View, City Vista, Founders' Village, Palisades, Encore, Summit Crossing III and Crosstown Walk II 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 $2.7 million and $1.9 million for the three-month periods ended March 31, 2015, and 2014, respectively. |