Note 6 - Real Estate Held for Investment | 9 Months Ended |
Sep. 30, 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 September 30, 2014 and December 31, 2013 consists of properties acquired through foreclosure classified by property type as follows: |
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| | September 30, | | | December 31, | |
2014 | 2013 |
Land (including land under development - see Tahoe Stateline Venture below) | | $ | 68,407,529 | | | $ | 46,873,135 | |
Residential | | | 47,466,560 | | | | 47,037,370 | |
Retail | | | 3,890,967 | | | | 15,588,452 | |
Office | | | 9,199,850 | | | | 9,348,331 | |
Industrial | | | 4,516,541 | | | | 4,605,910 | |
Storage | | | 3,871,858 | | | | 3,943,780 | |
Marina | | | 3,186,967 | | | | 2,028,855 | |
| | $ | 140,540,272 | | | $ | 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 September 30, 2014 and December 31, 2013 are as follows: |
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| | September 30, | | | December 31, | |
2014 | 2013 |
Land and land improvements | | $ | 92,460,300 | | | $ | 73,591,953 | |
Buildings and improvements | | | 54,072,140 | | | | 65,433,599 | |
| | | 146,532,440 | | | | 139,025,552 | |
Less: Accumulated depreciation | | | (5,992,168 | ) | | | (9,599,719 | ) |
| | $ | 140,540,272 | | | $ | 129,425,833 | |
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It is the Company’s intent to sell its real estate properties held for investment, but the majority of expected sales are not probable to occur within the next year. |
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Depreciation expense was approximately $523,000 and $517,000 for the three months ended September 30, 2014 and 2013, respectively, and $1,563,000 and $1,867,000 for the nine months ended September 30, 2014 and 2013, respectively. |
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During the quarter ended September 30, 2014, the Company sold one of the improved, residential lots located in West Sacramento, California for $175,000, resulting in a gain to the Company of approximately $105,000. The remaining lot was then transferred to “Held for sale” as it is now listed for sale and a sale is expected within the next year. |
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2014 Foreclosure Activity |
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During the nine months ended September 30, 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 nine months ended September 30, 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 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. 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 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 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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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 new 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). See below under “Tahoe Stateline Venture, LLC”. |
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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 Miami”), to own and operate the complex. The complex consists of three buildings and an undeveloped parcel of land. Two buildings in which TOTB Miami owns 169 unsold condominium units have been renovated. These units are being leased. A third building containing 160 vacant units is currently under renovation. |
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In March 2012, the Company made a priority capital contribution to TOTB Miami in the amount of $7,200,000. TOTB Miami then purchased PRC’s member interest in TOTB Miami for $7,200,000. Thus, the remaining members in TOTB Miami 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 Miami 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 Miami (excluding preferred capital). The preferred capital of $2,583,000 was returned to the Company as of December 31, 2013 with the excess cash held by TOTB Miami and capital contributions of approximately $1,520,000 and $363,000 made by the Company and OFG, respectively. |
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During the nine months ended September 30, 2014, TOTB Miami contributed the vacant and unimproved 160 unit apartment building to a new wholly-owned entity, TOTB North, LLC (“TOTB North”). TOTB North then entered into a construction loan agreement which will provide up to $21,304,000 for the purpose of renovating and improving the apartment building (see Note 9). As of September 30, 2014, approximately $993,000 had been drawn from the construction loan to fund debt issuance costs and pre-construction costs to date. In addition, TOTB North has entered into various contracts for the design, engineering and first phase demolition and concrete remediation for the renovation project in the aggregate amount of approximately $2,577,000 of which approximately $1,079,000 had been incurred as of September 30, 2014. In addition, another $375,000 in renovation-related costs, interest, property taxes, and amortization of deferred financing costs have been capitalized (total of $1,454,000) as of September 30, 2014. The Company plans to negotiate and sign the final construction contract for the remainder of the work by the fourth quarter of 2014. During the nine months ended September 30, 2014, the Company and OFG contributed approximately $453,000 and $108,000, respectively, to TOTB Miami to fund the $1,000,000 deposit required pursuant to the construction loan agreement. |
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The assets, liabilities, income and expenses of TOTB Miami have been consolidated into the accompanying consolidated balance sheets and statements of income of the Company. The noncontrolling interest of OFG totaled approximately $6,610,000 and $6,372,000 as of September 30, 2014 and December 31, 2013, respectively. |
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The net income to the Company from TOTB Miami was approximately $336,000 and $110,000 (including depreciation of $150,000 and $150,000, respectively) for the three months ended September 30, 2014 and 2013, respectively, and $545,000 and $20,000 (including depreciation of $449,000 and $748,000) for the nine months ended September 30, 2014 and 2013, respectively. |
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During the nine months ended September 30, 2013, the properties were moved from “Held for sale” to “Held for investment” as they were 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. |
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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 TSV which is a wholly-owned subsidiary of the Company. TSV paid approximately $5,697,000 for the parcel purchases, including approximately $81,000 in closing costs and $1,691,000 in delinquent property taxes on the parcels. The sellers of the parcels also provided financing for the balance of the purchase prices which totaled $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 (now with a principal balance of $500,000 after another $200,000 repayment made during the quarter ended June 30, 2014) 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 all of the parcels necessary to complete the first retail phase of the Project and began construction in the summer of 2013. TSV signed a construction contract for the first phase of the Project in the amount of $17,760,000 (including change orders to date) of which approximately $15,922,000 has been incurred as of September 30, 2014. TSV has capitalized approximately $21,500,000 in design, engineering, construction and other related development costs (including legal, consulting, property taxes and interest) related to the retail and residential phases of the Project as of September 30, 2014. It is possible that additional change orders will be submitted and construction costs may be higher than expected; however, management believes that the cash flows from operation and/or ultimate sale of the property will be sufficient to cover the Company’s recorded investment. Construction on the retail phase is currently scheduled to be completed during the fourth quarter of 2014. The Company has executed lease agreements for approximately 75% of the currently available space as of the date of this filing. Management anticipates that tenant improvements will be completed and tenants will begin paying rent during the fourth quarter of 2014. |
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In April 2014, TSV finalized the purchase of 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. As a result of the purchase, TSV now owns 24 parcels encompassing the entire Project (after combining six parcels into one for the retail development and purchase of nine parcels in 2014). |
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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 and impairment losses) for the nine months ended September 30, 2014 and 2013 are included in the table below. The information presented includes only the revenues and expenses directly related to the properties and no allocations have been made for overhead and other expenses the Company incurs that are not directly related to an individual property. |
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| | September 30, | | | September 30, | |
2014 | 2013 |
DarkHorse Golf Club, LLC (golf course sold in 2012) | | $ | 1,000 | | | $ | (166,000 | ) |
Lone Star Golf, Inc. (previously Lone Star Golf, LLC) | | | 11,000 | | | | (62,000 | ) |
Baldwin Ranch Subdivision, LLC | | | (81,000 | ) | | | (70,000 | ) |
The Last Resort and Marina, LLC | | | (195,000 | ) | | | (17,000 | ) |
54th Street Condos, LLC | | | 24,000 | | | | (34,000 | ) |
Wolfe Central, LLC | | | 298,000 | | | | 298,000 | |
AMFU, LLC | | | (8,000 | ) | | | 38,000 | |
Phillips Road, LLC | | | 85,000 | | | | 73,000 | |
Broadway & Commerce, LLC | | | 36,000 | | | | 38,000 | |
Brannan Island, LLC (foreclosed in 2013) | | | (2,000 | ) | | | (49,000 | ) |
Piper Point Marina- held in Sandmound Marina, LLC (foreclosed in 2014) | | | (36,000 | ) | | | — | |
Light industrial building, Paso Robles, California | | | 138,000 | | | | 141,000 | |
Undeveloped industrial land, San Jose, California | | | (92,000 | ) | | | (84,000 | ) |
Office buildings, Roseville, California | | | 4,000 | | | | 1,000 | |
Office condominium complex, Roseville, California | | | (23,000 | ) | | | 137,000 | |
Storage facility/business, Stockton, California | | | 231,000 | | | | 224,000 | |
Undeveloped land, Gypsum, Colorado | | | (159,000 | ) | | | (205,000 | ) |
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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, 2014 and thereafter is as follows: |
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Twelve months ending September 30: | | | | | | | | |
2015 | | $ | 6,658,841 | | | | | |
2016 | | | 3,704,530 | | | | | |
2017 | | | 2,999,197 | | | | | |
2018 | | | 2,639,494 | | | | | |
2019 | | | 2,270,293 | | | | | |
Thereafter (through 2026) | | | 3,692,228 | | | | | |
| | $ | 21,964,583 | | | | | |
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