Note 6 - Real Estate Held for Investment | 9 Months Ended |
Sep. 30, 2013 |
Real Estate Held For Investment Disclosure [Abstract] | ' |
Real Estate Held For Investment Disclosure [Text Block] | ' |
NOTE 6 - REAL ESTATE HELD FOR INVESTMENT |
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Real estate held for investment as of September 30, 2013 and December 31, 2012 consists of properties acquired through foreclosure classified by property type as follows: |
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| | September 30, | | | December 31, | |
2013 | 2012 |
Land | | $ | 43,632,440 | | | $ | 24,766,280 | |
Residential | | | 47,292,299 | | | | 14,547,406 | |
Retail | | | 15,637,078 | | | | 11,974,751 | |
Office | | | 9,407,856 | | | | 9,657,815 | |
Industrial | | | 4,568,415 | | | | 4,656,936 | |
Storage | | | 3,967,754 | | | | 4,037,575 | |
Marina | | | 2,005,490 | | | | — | |
Golf course | | | — | | | | 1,959,492 | |
| | $ | 126,511,332 | | | $ | 71,600,255 | |
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The balances of land and the major classes of depreciable property for real estate held for investment as of September 30, 2013 and December 31, 2012 are as follows: |
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| | September 30, | | | December 31, | |
2013 | 2012 |
Land | | $ | 70,262,193 | | | $ | 37,381,547 | |
Buildings and improvements | | | 65,326,774 | | | | 40,736,868 | |
| | | 135,588,967 | | | | 78,118,415 | |
Less: Accumulated depreciation | | | (9,077,635 | ) | | | (6,518,160 | ) |
| | $ | 126,511,332 | | | $ | 71,600,255 | |
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It is the Company’s intent to sell the majority of its real estate properties held for investment, but expected sales are not probable to occur within the next year. |
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Depreciation expense was approximately $517,000 and $315,000 for the three months ended September 30, 2013 and 2012, respectively, and $1,867,000 and $1,670,000 for the nine months ended September 30, 2013 and 2012, respectively. |
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During the three and nine months ended September 30, 2013, there were no impairment losses recorded on real estate held for investment. During the three and nine months ended September 30, 2012, the Company recorded the following impairment losses on real estate held for investment based on updated appraisals obtained: |
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| | Three Months Ended September 30, 2012 | | | Nine Months Ended September 30, 2012 | |
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75 improved residential lots, Auburn, California, (held within Baldwin Ranch Subdivision, LLC) | | $ | 31,156 | | | $ | 31,156 | |
Undeveloped industrial land, San Jose, California | | | 86,400 | | | | 86,400 | |
Two improved residential lots, West Sacramento, California | | | — | | | | 51,840 | |
Undeveloped residential land, Coolidge, Arizona | | | — | | | | 38,400 | |
6 improved residential lots, Coeur D’Alene, Idaho | | | 372,400 | | | | 372,400 | |
| | $ | 489,956 | | | $ | 580,196 | |
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During the quarter ended September 30, 2013, the Company sold one unit in the office condominium complex located in Roseville, California for net sales proceeds of approximately $409,000 resulting in a net gain to the Company of approximately $216,000. |
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2013 Foreclosure Activity |
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During the nine months ended September 30, 2013, Brannan Island, LLC (wholly owned by the Company) foreclosed on two first mortgage loans secured by a marina with 179 boat slips located in Isleton, California with an aggregate principal balance of $1,863,000 and obtained the property via the trustee’s sale. In addition, advances made on the loans or incurred as part of the foreclosures (such as legal fees and delinquent property taxes) in the total amount of approximately $140,000 were capitalized to the basis of the property. The amount capitalized at the time of foreclosure approximated the net fair market value of the property. The property has been classified as held for investment as a sale is not expected within one year. |
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During the nine months ended September 30, 2013, Tahoe Stateline Venture, LLC (“TSV”) (wholly owned by the Company) foreclosed on a first mortgage loan secured by two undeveloped parcels of land located in South Lake Tahoe, California that was purchased at a discount during the same period with a principal balance of approximately $1,401,000 and obtained the property via the trustee’s sale. In addition, advances made on the loan or incurred as part of the foreclosure (including delinquent property taxes) in the total amount of approximately $335,000 were capitalized to the basis of the property. The fair market value of the land acquired was estimated to be higher than TSV’s basis in the subject loan, and, thus, a gain on foreclosure in the amount of approximately $952,000 was recorded. The property has been classified as held for investment along with several other parcels purchased by TSV during 2012 as a sale is not expected within one year. See below under “Tahoe Stateline Venture, LLC”. |
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During the nine months ended September 30, 2013, TSV also foreclosed on three mortgage loans secured by first, second and third deeds of trust secured by ten undeveloped parcels of land located in South Lake Tahoe, California with principal balances totaling approximately $21,263,000 (total investment of $23,381,000 including advances made on the loans) and obtained the property via the trustee’s sale. Based on a recent appraisal dated June 30, 2013, it was determined that the fair value of the property was higher than the Company’s total investment in the loans (including a previously established loan loss allowance of $18,333,000), and a reversal to the provision for loan losses of approximately $6,476,000 was recorded at the time of foreclosure (for a net charge-off of $11,857,000). The property has been classified as held for investment along with several other parcels purchased and foreclosed on by TSV during 2012 and 2013 as a sale is not expected within one year. TSV foreclosed on its remaining deed of trust secured by one parcel of land located in South Lake Tahoe, California during the quarter ended September 30, 2013. See below under “Tahoe Stateline Venture, LLC”. |
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720 University, LLC |
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The Company has an investment in a limited liability company, 720 University, LLC (“720 University”), which owns a commercial retail property located in Greeley, Colorado. The Company receives 65% of the profits and losses in 720 University after priority return on partner contributions is allocated at the rate of 10% per annum. The assets, liabilities, income and expenses of 720 University have been consolidated into the accompanying consolidated balance sheet and statement of operations of the Company. |
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The net income to the Company from 720 University was approximately $31,000 and $120,000 (including depreciation and amortization of $108,000 and $109,000) for the three months ended September 30, 2013 and 2012, respectively, and $91,000 and $208,000 (including depreciation and amortization of $329,000 and $331,000) for the nine months ended September 30, 2013 and 2012, respectively. The noncontrolling interest of the joint venture partner of approximately $(16,000) and $(7,000) as of September 30, 2013 and December 31, 2012, respectively, is reported in the accompanying consolidated balance sheets. The Company’s investment in 720 University real property and improvements was approximately $11,746,000 and $11,975,000 as of September 30, 2013 and December 31, 2012, respectively. |
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TOTB Miami, LLC |
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During 2011, the Company foreclosed on a participated, first mortgage loan secured by a condominium complex located in Miami, Florida with a principal balance to the Company of approximately $26,257,000 and obtained an undivided interest in the properties with the other two lenders (which included OFG, the manager of the Company, and PRC Treasures, LLC or “PRC”). The Company and the other lenders formed a Florida limited liability company, TOTB Miami, LLC (“TOTB”), to own and operate the complex. The complex consists of three buildings and an undeveloped parcel of land. Two buildings containing 169 unsold condominium units have been renovated. These units are being leased. A third building contains 160 vacant units that have not been renovated. |
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In March 2012, the Company made a priority capital contribution to TOTB in the amount of $7,200,000. TOTB then purchased PRC’s member interest in TOTB for $7,200,000. Thus, the remaining members in TOTB are now the Company and OFG. On the same date, the Company and OFG executed an amendment to the TOTB operating agreement to set the percentage of capital held by each at 80.74% for the Company and 19.26% for OFG based on the dollar amount of capital invested in the properties/TOTB (excluding Preferred Class A Units discussed below). Income and loss allocations are now made based on these percentages after a 15% preferred return to the Company based on its $2,583,000 contribution to TOTB in 2011 (Preferred Class A Units). The change in capital as a result of the PRC buyout and the amended agreement resulted in an increase to the Company’s capital of approximately $2,760,000, in addition to the $7,200,000 paid to acquire PRC’s interest. The assets, liabilities, income and expenses of TOTB have been consolidated into the accompanying consolidated balance sheets and statements of operations of the Company. The non-controlling interest of OFG totaled approximately $5,990,000 and $6,055,000 as of September 30, 2013 and December 31, 2012, respectively. |
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The net income (loss) to the Company from TOTB was approximately $110,000 and $148,000 (including depreciation of $150,000 and $0, respectively) for the three months ended September 30, 2013 and 2012, respectively, and $20,000 and $(216,000) (including depreciation of $748,000 and $299,000) for the nine months ended September 30, 2013 and 2012, respectively (including non-controlling interest income or expense during those periods). |
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As of June 30, 2013, the properties had been moved from “Held for sale” to “Held for investment” as they are no longer being marketed and sales were not expected within the next year. The transfer resulted in the Company recording approximately $598,000 of depreciation expense during the quarter ended June 30, 2013 and $150,000 during the quarter ended September 30, 2013. The Company is currently pursuing renovations to the vacant building so that this property can be leased or sold in the future and is also attempting to secure financing for the proposed project. |
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Tahoe Stateline Venture, LLC |
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The Company had made a series of loans with aggregate principal balances totaling approximately $24,203,000. These loans were originally secured by first, second and third deeds of trust on 29 parcels of land with entitlements for a 502,267 square foot resort development located in South Lake Tahoe, California known as Chateau at Lake Tahoe, or the Project. Through multiple foreclosures, 16 of the parcels within the development were acquired by lenders who held senior positions to the Company. In December 2012, the Company acquired seven of those parcels for $6,600,000, from the foreclosing lenders, that are contiguous to parcels securing the Company’s loans. The parcel purchases were made through a new wholly-owned subsidiary of the Company, Tahoe Stateline Venture, LLC (“TSV”). TSV paid approximately $5,697,000 out of cash reserves for the parcel purchases, including approximately $81,000 in closing costs and $2,316,000 held by the title company to pay delinquent property taxes on the parcels until property reassessments were completed ($1,691,000 in delinquent property taxes paid and $625,000 in excess funds remitted back to TSV in February 2013). The sellers of the parcels also provided financing for the balance of the purchase prices which total $3,300,000 at 5% interest with interest only, semi-annual payments and principal due in December 2016. While these parcels were originally part of the security for the Company’s loans, management had chosen not to advance the funds to acquire the parcels at the foreclosure sales in 2010 and 2011 due to the uncertainty surrounding the Project. |
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In addition to the seven parcels purchased in 2012, in February 2013, TSV acquired the senior note for $1,400,000 secured by two adjacent parcels on which they held junior loans. In March 2013, TSV acquired these two parcels via a trustee sale. |
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In February 2013, the Company’s beneficial interest in the delinquent loans discussed above was transferred to TSV. In May 2013, TSV foreclosed on all of the remaining deeds of trust secured by ten parcels (not including one parcel where it held a third deed of trust - see below) and gained ownership of the related land. |
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In July 2013, TSV advanced $660,000 to obtain a release of a second deed of trust that was senior to TSV’s loan on a single parcel in the second phase of the Project and then agreed to a payoff amount of $1,000,000 on a first deed of trust that secured this parcel and another parcel TSV foreclosed on in May 2013 and was thereby assumed by TSV at the time of foreclosure. The holders of this senior lien agreed to forgo all delinquent interest in exchange for a principal reduction payment of $300,000 to reduce the note to $700,000 ($100,000 of such principal payment had been made as of September 30, 2013 and an additional $200,000 repayment was made in October 2013). The note is due on August 1, 2017 with interest only payments due quarterly at 5% interest. TSV foreclosed on this parcel during the quarter ended September 30, 2013. |
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After the final trustee sale during the quarter ended September 30, 2013, TSV now owns a total of 20 parcels which includes all of the parcels necessary to complete the first phase of the Project and which includes eight of nine parcels fronting U.S. Highway 50 or South Lake Tahoe Blvd. Management made the decision to purchase these parcels and notes in order to protect the Company’s existing investment in the loans by securing controlling ownership of the first phase of the Project. With this control, TSV secured the building permits to construct the first phase of the project consisting of 30,507 square feet of retail space and began construction during the quarter ended September 30, 2013. The Company signed a construction contract for the first phase of the Project in the amount of $15,153,566. TSV has capitalized approximately $6,365,000 in design, engineering, construction and other related development costs (including legal, consulting, property taxes and interest) as of September 30, 2013. |
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The approximate net income (loss) from Company real estate properties held within wholly-owned limited liability companies and other properties held for investment and sale with significant operating results (including gains/losses from sales), for the nine months ended September 30, 2013 and 2012 were as follows: |
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| | Nine Months Ended September 30, 2013 | | | Nine Months Ended September 30, 2012 | |
Anacapa Villas, LLC (sold in 2012) | | $ | (4,000 | ) | | $ | 41,000 | |
Dation, LLC (sold in 2012 and 2013) | | | 7,000 | | | | 2,000 | |
DarkHorse Golf Club, LLC (golf course sold in 2012) | | | (166,000 | ) | | | (151,000 | ) |
Lone Star Golf, LLC | | | (62,000 | ) | | | (79,000 | ) |
Baldwin Ranch Subdivision, LLC | | | (70,000 | ) | | | (76,000 | ) |
The Last Resort and Marina, LLC | | | (17,000 | ) | | | (16,000 | ) |
33rd Street Terrace, LLC (sold in 2012) | | | 5,000 | | | | 80,000 | |
54th Street Condos, LLC | | | (34,000 | ) | | | (258,000 | ) |
Wolfe Central, LLC | | | 298,000 | | | | 320,000 | |
AMFU, LLC | | | 38,000 | | | | (15,000 | ) |
Phillips Road, LLC | | | 73,000 | | | | 71,000 | |
550 Sandy Lane, LLC (sold in 2012) | | | 2,000 | | | | 150,000 | |
1401 on Jackson, LLC (sold in 2013) | | | 249,000 | | | | 27,000 | |
Broadway & Commerce, LLC | | | 38,000 | | | | 68,000 | |
Brannan Island, LLC (foreclosed in 2013) | | | (49,000 | ) | | | — | |
Light industrial building, Paso Robles, California | | | 141,000 | | | | 137,000 | |
Undeveloped industrial land, San Jose, California | | | (84,000 | ) | | | (113,000 | ) |
Office condominium complex, Roseville, California | | | 137,000 | | | | (39,000 | ) |
Storage facility/business, Stockton, California | | | 224,000 | | | | 205,000 | |
Industrial building, Chico, California (sold in 2012) | | | 1,000 | | | | 1,678,000 | |
Undeveloped land, Gypsum, Colorado | | | (205,000 | ) | | | (257,000 | ) |
Retail complex, Hilo, Hawaii (sold in 2013) | | | 20,000 | | | | — | |
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Certain of the Company’s real estate properties held for sale and investment are leased to tenants under noncancellable leases with remaining terms ranging from one to thirteen years. Certain of the leases require the tenant to pay all or some operating expenses of the properties. The future minimum rental income from noncancellable operating leases due within the five years subsequent to September 30, 2013 and thereafter is as follows: |
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Year ending September 30: | | | | | | | | |
2014 | | $ | 5,466,227 | | | | | |
2015 | | | 2,452,081 | | | | | |
2016 | | | 2,090,444 | | | | | |
2017 | | | 1,478,306 | | | | | |
2018 | | | 1,167,203 | | | | | |
Thereafter (through 2026) | | | 2,890,051 | | | | | |
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| | $ | 15,544,312 | | | | | |
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