Note 6 - Real Estate Held for Investment | 3 Months Ended |
Mar. 31, 2014 |
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 March 31, 2014 and December 31, 2013 consists of properties acquired through foreclosure classified by property type as follows: |
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| | March 31, | | | December 31, | |
2014 | 2013 |
Land (including land under development) | | $ | 53,650,892 | | | $ | 46,873,135 | |
Residential | | | 46,814,715 | | | | 47,037,370 | |
Retail | | | 15,561,805 | | | | 15,588,452 | |
Office | | | 9,294,507 | | | | 9,348,331 | |
Industrial | | | 4,571,067 | | | | 4,605,910 | |
Storage | | | 3,919,806 | | | | 3,943,780 | |
Marina | | | 3,189,335 | | | | 2,028,855 | |
| | $ | 137,002,127 | | | $ | 129,425,833 | |
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The balances of land and the major classes of depreciable property for real estate held for investment as of March 31, 2014 and December 31, 2013 are as follows: |
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| | March 31, | | | December 31, | |
2014 | 2013 |
Land and land improvements | | $ | 81,345,817 | | | $ | 73,591,953 | |
Buildings and improvements | | | 65,775,227 | | | | 65,433,599 | |
| | | 147,121,044 | | | | 139,025,552 | |
Less: Accumulated depreciation | | | (10,118,917 | ) | | | (9,599,719 | ) |
| | $ | 137,002,127 | | | $ | 129,425,833 | |
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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 $519,000 and $370,000 for the three months ended March 31, 2014 and 2013, respectively. |
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2014 Foreclosure Activity |
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During the quarter ended March 31, 2014, Sandmound Marina, LLC (“Sandmound”) (wholly owned by the Company) foreclosed on a first mortgage loan secured by unimproved land and a marina and campground located in Bethel Island, California with a principal balance of approximately $2,960,000 and obtained the properties via the trustee’s sale. In addition, advances made on the loan or incurred as part of the foreclosure (such as legal fees and delinquent property taxes) in the total amount of approximately $282,000 were capitalized to the basis of the properties. The fair market values of the properties acquired were estimated to be higher than Sandmound’s recorded investment in the subject loan, and, thus, a gain on foreclosure in the amount of approximately $257,000 was recorded. The properties have been classified as held for investment as sales are not expected within one year. |
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2013 Foreclosure Activity |
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During the quarter ended March 31, 2013, Brannan Island, LLC ("Brannan") (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 loan or incurred as part of the foreclosure (such as legal fees and delinquent property taxes) in the total amount of approximately $140,000 were capitalized to the basis of the property. Brannan's recorded investment in the subject loans at the time of foreclosure approximated the net fair market value of the property so no charge-off or gain on foreclosure was recorded. |
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During the quarter ended March 31, 2013, Tahoe Stateline Venture, LLC (“TSV”) (wholly owned by the Company) foreclosed on a first mortgage loan secured by undeveloped parcels of land located in South Lake Tahoe, California that was purchased at a discount during the same quarter 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 recorded investment in the subject loan, and, thus, a gain on foreclosure in the amount of approximately $952,000 was recorded. 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 (loss) income to the Company from 720 University was approximately $(22,000) and $27,000 (including depreciation and amortization of $110,000 and $107,000) for the three months ended March 31, 2014 and 2013, respectively. The noncontrolling interest of the joint venture partner of approximately $(2,000) and $(15,000) as of March 31, 2014 and December 31, 2013, respectively, is reported in the accompanying consolidated balance sheets. The Company’s investment in 720 University real property and improvements was approximately $11,671,000 and $11,697,000 as of March 31, 2014 and December 31, 2013, 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. 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. 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 capital). The preferred capital of $2,583,000 was returned to the Company as of December 31, 2013 with excess cash held by TOTB and capital contributions of approximately $1,520,000 and $363,000 made by the Company and OFG, respectively. 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 $6,400,000 and $6,372,000 as of March 31, 2014 and December 31, 2013, respectively. |
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The net income to the Company from TOTB was approximately $119,000 and $174,000 (including depreciation of $150,000 and $0, respectively) for the three months ended March 31, 2014 and 2013, respectively. |
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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 wholly-owned subsidiary of the Company, Tahoe Stateline Venture, LLC (“TSV”). TSV paid approximately $5,697,000 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 all principal due in December 2016 (see Note 9). 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 of land located on South Lake Tahoe Blvd. and adjacent to the parcels TSV acquired in the May 2013 foreclosure. In July 2013, TSV foreclosed on this parcel, subject to the existing first loan with a principal balance of $1,000,000 plus accrued interest. In October 2013, the holders of this first loan agreed to restructure the note by waiving all accrued interest in exchange for a $300,000 principal pay down from TSV. The restructured note in the amount of $700,000 is due on August 1, 2017 and requires interest only payments from TSV on a quarterly basis at an interest rate of 5% (see Note 9). The holders of the restructured note also agreed to release from their security another parcel of land that TSV had acquired in the May 2013 foreclosure. |
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After the final trustee’s sale, TSV owned a total of 20 parcels (now 16 after consolidation of certain parcels covering the same land area) 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 has 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 2013. During 2013, the Company signed a construction contract for the first phase of the Project in the amount of $16,702,000 (including change orders to date) of which approximately $9,849,000 has been incurred as of March 31, 2014. TSV has capitalized approximately $14,476,000 in design, engineering, construction and other related development costs (including legal, consulting, property taxes and interest) as of March 31, 2014. It is possible that additional change orders will be submitted and construction costs may be higher than expected. |
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In February 2014, TSV entered into a Purchase and Sale Agreement to purchase nine additional parcels of land (and certain related assets) that constitute the balance of parcels in the second phase of the Project and that border the other parcels owned by TSV for $6,000,000 in cash. The purchase was finalized in April 2014 (subsequent to quarter end). |
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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 three months ended March 31, 2014 and 2013 were as follows: |
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| | Three Months Ended | | | Three Months Ended | |
31-Mar-14 | 31-Mar-13 |
DarkHorse Golf Club, LLC (golf course sold in 2012) | | $ | 2,000 | | | $ | (104,000 | ) |
Lone Star Golf, LLC | | | (73,000 | ) | | | (52,000 | ) |
Baldwin Ranch Subdivision, LLC | | | (33,000 | ) | | | (26,000 | ) |
The Last Resort and Marina, LLC | | | (13,000 | ) | | | (7,000 | ) |
54th Street Condos, LLC | | | 1,000 | | | | (25,000 | ) |
Wolfe Central, LLC | | | 99,000 | | | | 99,000 | |
AMFU, LLC | | | 2,000 | | | | (3,000 | ) |
Phillips Road, LLC | | | 43,000 | | | | 7,000 | |
1401 on Jackson, LLC (sold in 2013) | | | — | | | | 52,000 | |
Broadway & Commerce, LLC | | | 13,000 | | | | 15,000 | |
Brannan Island, LLC (foreclosed in 2013) | | | — | | | | (36,000 | ) |
Piper Point Marina- held in Sandmound Marina, LLC (foreclosed in 2014) | | | (14,000 | ) | | | — | |
Light industrial building, Paso Robles, California | | | 52,000 | | | | 49,000 | |
Undeveloped industrial land, San Jose, California | | | (30,000 | ) | | | (38,000 | ) |
Office condominium complex, Roseville, California | | | (13,000 | ) | | | (25,000 | ) |
Storage facility/business, Stockton, California | | | 81,000 | | | | 78,000 | |
Undeveloped land, Gypsum, Colorado | | | (70,000 | ) | | | (60,000 | ) |
Retail complex, Hilo, Hawaii (sold in 2013) | | | — | | | | (26,000 | ) |
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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 March 31, 2014 and thereafter is as follows: |
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Twelve months ending March 31: | | | | | | | | |
2015 | | $ | 5,350,960 | | | | | |
2016 | | | 2,398,006 | | | | | |
2017 | | | 1,942,651 | | | | | |
2018 | | | 1,435,066 | | | | | |
2019 | | | 1,041,804 | | | | | |
Thereafter (through 2026) | | | 2,431,561 | | | | | |
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| | $ | 14,600,048 | | | | | |
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