10-K 1 orm10k123118.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------

FORM 10-K

(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018

OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission file number 001-35989

OWENS REALTY MORTGAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
 
46-0778087
(State or Other Jurisdiction
 
(I.R.S. Employer Identification No.)
of Incorporation or Organization)
   
     
2221 Olympic Boulevard
   
Walnut Creek, California
 
94595
(Address of Principal Executive Offices)
 
(Zip Code)
     
(925) 935-3840
   
Registrant’s Telephone Number,
   
Including Area Code
   

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
 
NYSE American
     
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ]  No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [   ]  No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

   Large accelerated filer [   ]
  Accelerated filer [X]
 
   Non-accelerated filer [   ]
  Smaller reporting company [X]
Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [   ] No [X]

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $139,041,000 on the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2018, based on the closing sales price of $16.68 on that date for shares of the registrant’s common stock as reported by the NYSE American. For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.  


As of March 13, 2019, there were 8,482,880 shares of the registrant’s common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE



Parts of the registrant’s Proxy Statement for its 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.


TABLE OF CONTENTS

PART I


PART II


PART III


PART IV





PART I

Item 1. BUSINESS

Our Company

Owens Realty Mortgage, Inc. is a specialty finance company that focuses on the origination, investment and management of commercial real estate loans, primarily in the Western U.S. “ORM,” the “Company,” “we”, “us”, or “our” in this Annual Report on Form 10-K (“Annual Report”), including in the consolidated financial statements and notes thereto in this Annual Report, refers to Owens Realty Mortgage, Inc. and its subsidiaries unless the context otherwise requires.

We provide customized, short-term loans to small and middle-market investors and developers that require speed and flexibility. We also hold investments in real estate properties. Our investment objective is to provide investors with attractive current income and long-term stockholder value.  Our common stock, par value $0.01 per share (“Common Stock”) is traded on the NYSE American under the symbol “ORM”.

We are externally managed and advised by Owens Financial Group, Inc. ("OFG" or the “Manager”), a specialized commercial real estate management company that has originated, serviced and managed alternative commercial real estate investments since 1951. OFG provides us with all of the services vital to our operations and our executive officers and other staff are all employed by OFG pursuant to the management agreement between the Company and the Manager (as amended, the “Management Agreement”) and the Company’s charter. The Management Agreement requires OFG to manage our business affairs in conformity with the policies and investment guidelines that are approved and monitored by our Board of Directors. Our Board of Directors is composed of a majority of independent directors. The Audit, Nominating and Corporate Governance, Loan and Compensation Committees of the Board are composed exclusively of independent directors.

The Company was incorporated in Maryland on August 9, 2012. Effective May 20, 2013, Owens Mortgage Investment Fund, a California Limited Partnership formed in 1984 (“OMIF” or the “Predecessor”) merged with and into the Company, with the Company as the surviving corporation (the “OMIF Merger”), and the Company commenced conducting all of the business conducted by OMIF at the effective time of that merger, as is discussed in further detail in our consolidated financial statements under “Note 1 – Organization” in Item 8 of this Annual Report.  The merger of the Company and OMIF was conducted to reorganize our business operations so that, among other things, we could elect to qualify as a real estate investment trust (a “REIT”) for federal income tax purposes. As a qualified REIT we are generally not subject to federal income tax on that portion of our REIT taxable income that is distributed to our stockholders, provided that at least 90% of taxable income is distributed and provided that certain other requirements are met. Certain of our assets that produce non-qualifying income are held in taxable REIT subsidiaries. Unlike other subsidiaries of a REIT, the income of a taxable REIT subsidiary is subject to federal and state income taxes.

OFG arranges, services and maintains the loan and real estate portfolios for the Company. Our loans are secured by mortgages or deeds of trust on unimproved, improved, income-producing and non-income-producing real property, such as condominium projects, apartment complexes, shopping centers, office buildings, and other commercial or industrial properties. No single Company loan may exceed 10% of our assets as of the date the loan is made.

Proposed Merger with Ready Capital Corporation

On November 7, 2018, ORM, Ready Capital Corporation, a Maryland corporation ("Ready Capital"), and ReadyCap Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, subject to the terms and conditions therein, ORM will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Merger").

Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of ORM Common Stock issued and outstanding immediately prior to the Effective Time (excluding any cancelled shares) will be converted into the right to receive from Ready Capital 1.441 shares of common stock, par value $0.0001, of Ready Capital (the "Ready Capital Common Stock") (the "Exchange Ratio"). The Merger Agreement provides that ORM and Ready Capital will pay a special dividend in cash on the last business day prior to the closing of the Merger with a record date that is three business days before the payment date. Cash will be paid in lieu of fractional shares of Ready Capital Common Stock that would have been received as a result of the Merger.



1


The obligation of each party to consummate the Merger is subject to a number of conditions, including, among others, (a) the approval of the issuance of the Ready Capital Common Stock in connection with the Merger by the affirmative vote of a majority of the votes cast at a meeting of Ready Capital stockholders ("Ready Capital Stockholder Approval"), (b) the approval of the Merger and the other transactions contemplated by the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of ORM Common Stock entitled to vote on the Merger ("ORM Stockholder Approval"), (c) the delivery of certain documents and consents, (d) the representations and warranties of the parties being true and correct, subject to the materiality standards contained in the Merger Agreement, and (e) the absence of a material adverse effect with respect to either Ready Capital or ORM.

The Merger Agreement contains customary representations, warranties and covenants by the parties. The representations and warranties of the parties are subject to certain important qualifications and limitations set forth in confidential disclosure letters delivered by Ready Capital, on one hand, and ORM, on the other hand, and were made solely for purposes of the contract among the parties. The representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties are primarily intended to establish circumstances in which either of the parties may not be obligated to consummate the Merger, rather than establishing matters as facts.

Ready Capital and ORM will each hold a special meeting of their respective stockholders on March 21, 2019. At the ORM special meeting, the ORM stockholders will be asked to (i) consider and vote on a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement (the “ORM Merger Proposal”), (ii) consider and vote on a proposal to terminate the ORM Management Agreement (the "ORM Management Agreement Termination Proposal") and (iii) approve the adjournment of the ORM special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal. 

The foregoing description of the Merger Agreement, the Merger, the termination of the Management Agreement and all related transactions does not purport to be complete and is qualified in its entirety by reference to the text of the Merger Agreement filed as Exhibit 2.1 to our current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2018, and to the Company’s definitive joint proxy statement filed with the SEC on February 15, 2019.

Overview of Our Loans and Assets

The following table shows the total Company stockholders’ equity, loans, real estate properties and net income attributable to common stockholders as of or for the years ended December 31, 2018, 2017, 2016, 2015 and 2014:
 
   
ORM Stockholders’
Equity
 
Loans
 
Real Estate
Properties
 
Net Income
Attributable to Common Stockholders
2018……………………….
 
$
191,358,782
 
$
142,682,243
 
$
56,642,510
 
$
6,889,531
 
2017……………………….
 
$
200,989,727
 
$
146,171,650
 
$
80,466,125
 
$
8,679,848
 
2016……………………….
 
$
215,527,877
 
$
129,682,311
 
$
113,123,398
 
$
24,409,770
 
2015……………………….
 
$
194,979,998
 
$
106,743,807
 
$
153,838,412
 
$
23,569,116
 
2014……………………….
 
$
184,571,858
 
$
68,033,511
 
$
163,016,805
 
$
7,929,629
 

As of December 31, 2018, we held investments in 59 loans, secured by liens on title and leasehold interests in real property. 60% of the loans are located in Northern California. The remaining 40% are located in Southern California, Colorado, Hawaii, Michigan, Pennsylvania, Texas and Wisconsin.

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The following table sets forth the types and maturities of loans held by us as of December 31, 2018:

TYPES AND MATURITIES OF LOANS
(As of December 31, 2018)
 
 
Number of Loans
 
Amount
 
Percent
             
Senior loans
56
 
$
137,808,788
 
96.58%
Junior loans
3
   
4,873,455
 
3.42%
 
59
 
$
142,682,243
 
100.00%
             
Maturing on or before December 31, 2018 (past maturity)
11
 
$
26,790,826
 
18.78%
Maturing on or between January 1, 2019 and
   December 31, 2020
45
   
108,821,628
 
76.27%
Maturing on or between January 1, 2021 and
March 1, 2028
3
   
7,069,789
 
4.95%
 
59
 
$
142,682,243
 
100.00%
             
Commercial
48
 
$
132,519,461
 
92.88%
Residential
7
   
5,209,357
 
3.65%
Land
4
   
4,953,425
 
3.47%
 
59
 
$
142,682,243
 
100.00%

We have established an allowance for loan losses of approximately $1,478,000 as of December 31, 2018. The above amounts reflect the gross amounts of our loans without regard to such allowance.

The average loan balance of the loan portfolio is $2,418,000 as of December 31, 2018. Of such investments, 39% earn a variable rate of interest and 61% earn a fixed rate of interest. All were negotiated according to our investment standards.

We have other assets in addition to loans, comprised principally of the following, as of December 31, 2018:

·
$4,514,000 in cash and cash equivalents and restricted cash required to transact our business and/or in conjunction with contingency and escrow reserve requirements;
·
$56,643,000 in real estate held for sale and investment;
·
$2,697,000 in deferred tax assets;
·
$2,139,000 in investment in limited liability company;
·
$1,105,000 in interest and other receivables;
·
$351,000 in deferred financing costs, net; and
·
$417,000 in other assets.
Delinquencies

Management does not regularly examine the existing loan portfolio to see if acceptable loan-to-value ratios are being maintained because the majority of loans in our portfolio mature in a period of only 1-2 years. Management performs an internal review on a loan secured by property in the following circumstances:

·         payments on the loan become delinquent;

·         the loan is past maturity;


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·         it learns of physical changes to the property securing the loan or to the area in which the property is located; or

·         it learns of changes to the economic condition of the borrower or of leasing activity of the property securing the loan.


A review normally includes conducting a physical evaluation of the property securing the loan and the area in which the property is located, and obtaining information regarding the property’s occupancy. In some circumstances, management may determine that a more extensive review is warranted, and may obtain an updated appraisal, updated financial information on the borrower or other information. As of December 31, 2018, we obtained updated appraisals on certain of the properties securing our trust deed investments and certain of our wholly- and majority- owned real estate properties.

As of December 31, 2018 and 2017, we had seven and nine loans, respectively, that were impaired totaling approximately $11,862,000 and $8,534,000, respectively. This included matured loans totaling $7,276,000 and $7,107,000 as of December 31, 2018 and 2017, respectively. In addition, seven loans totaling approximately $19,515,000 and $7,585,000 were past maturity but not considered impaired as of December 31, 2018 and 2017, respectively (combined total of impaired and past maturity loans of $31,377,000 and $16,119,000, respectively). Of the impaired and past maturity loans none were in the process of foreclosure and none involved borrowers who were in bankruptcy as of December 31, 2018 and 2017. We foreclosed on two loans secured by the same property during the year ended December 31, 2018 with an aggregate principal balance of $1,937,000 and obtained the property via the trustee sale. We foreclosed on no loans during the year ended December 31, 2017. We foreclosed on one loan during the year ended December 31, 2016 with a principal balance of $1,079,000 and obtained the property via the trustee sale. In February 2019 (subsequent to year-end), we filed a Notice of Default on two impaired loans secured by the same property totaling $4,388,000.

There were no loans modified as troubled debt restructurings during the years ended December 31, 2018 and 2016.
There was one loan with a principal balance of $1,145,000 modified as a troubled debt restructuring during the year ended December 31, 2017.

Of the $8,534,000 in loans that were impaired as of December 31, 2017, four with principal balances totaling $4,566,000 remained impaired, three with principal balances totaling $2,029,000 were paid off and two with principal balances totaling $1,939,000 were foreclosed upon during the year ended December 31, 2018.

Following is a table representing our delinquency/impairment experience and foreclosures as of and during the years ended December 31, 2018, 2017, 2016, 2015 and 2014:
 
   
2018
 
2017
 
2016
 
2015
   
2014
Delinquent/Impaired Loans
 
$
11,862,000
 
$
8,534,000
 
$
4,884,000
 
$
8,694,000
 
$
22,316,000
Loans Foreclosed
 
$
1,937,000
 
$
 
$
1,079,000
 
$
 
$
7,671,000
Total Loans
 
$
142,682,000
 
$
146,172,000
 
$
129,682,000
 
$
106,744,000
 
$
68,034,000
Percent of Delinquent Loans to Total Loans
   
8.31%
   
5.84%
   
3.77%
   
8.14%
   
32.80%

If the delinquency rate increases on loans held by us, our interest income will be reduced by a proportionate amount. If a loan held by us is foreclosed on, we will acquire ownership of real property and the inherent benefits and detriments of such ownership.

Compensation to the Manager

As summarized below, the Manager receives various forms of compensation and reimbursement of expenses from the Company and compensation from borrowers pursuant to the terms of the Company’s charter and the Management Agreement, as amended.

Compensation and Reimbursement from the Company

Management Fees

Until July 1, 2017, the management fees paid monthly by the Company to the Manager were not to exceed 2.75% annually of the average unpaid balance of our loans at the end of each of the 12 months in the calendar year (the “Prior Management Fee”). During the period from July 1, 2017 through March 31, 2018, the Manager agreed to take a reduced management fee (the “Interim Management Fee”), which was a monthly management fee equal to 1/12th of 1.50% of the Company’s Stockholders’ Equity, subject to the additional details of the calculation described under “Related Party Transactions – Management Fees and Expenses” in Item 13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  Effective April 1, 2018, the Board of Directors and the Manager amended the Management Agreement to adopt the Interim Management Fee and make certain additional changes to reduce the management fee payable as described below in “Amendment to Management Agreement”.

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Servicing Fees

All of the Company’s loans are serviced by the Manager, and until April 1, 2018, the Manager received a monthly servicing fee, which, when added to all other fees paid in connection with the servicing of a particular loan, could not exceed the lesser of the customary, competitive fee paid in the community where the loan was placed for the provision of such mortgage services on that type of loan or up to 0.25% per annum of the unpaid principal balance of the loans at the end of each month. Servicing fees were eliminated effective April 1, 2018, as described below in “Amendment to Management Agreement”.

Reimbursement of Other Expenses

The Manager is reimbursed by the Company for the actual cost of goods and materials used for or by the Company and paid by the Manager. Until April 1, 2018, when the parties agreed to certain changes in the expenses paid to the Manager as described below in “Amendment to Management Agreement”, the Manager was also reimbursed for the salary and related salary expense of the Manager’s non-management and non-supervisory personnel performing services for the Company which could be performed by independent parties (subject to certain limitations in the Management Agreement).

Compensation from Borrowers

In addition to compensation from the Company, the Manager also receives compensation from borrowers under our loans arranged by the Manager.

Acquisition and Origination Fees

The Manager originates all loans the Company invests in and, until April 1, 2018, was entitled to receive all acquisition, origination and extension fees paid or payable by borrowers for services rendered in connection with the evaluation and consideration of potential investments of the Company (including any selection fee, mortgage placement fee, nonrecurring management fee, and any origination fee, loan fee, or points paid by borrowers, or any fee of a similar nature). Beginning April 1, 2018, the Company receives 30% of all loan origination and extension fees and the Manager receives 70% of such fees, as described below in “Amendment to Management Agreement”. The acquisition and origination fees that the Manager collects are paid by borrowers, and thus, are not an expense of the Company. These fees may be paid at the placement, extension or refinancing of the loan or at the time of final repayment of the loan. The amount of these fees is determined by competitive conditions and the Manager and may have a direct effect on the interest rate borrowers are willing to pay the Company.

Late Payment Charges

Until April 1, 2018, the Manager was entitled to receive all late payment charges paid by borrowers on delinquent loans held by the Company (including additional interest and late payment fees).  Beginning April 1, 2018, the Company receives 30% of all late payment charges and the Manager receives 70% of such charges, as described below in “Amendment to Management Agreement”. The late payment charges are paid by borrowers and collected by the Company with regular monthly loan payments or at the time of loan payoff.  The amounts owed to the Manager are recorded as a liability (Due to Manager) when collected and are not recognized as an expense of the Company. Generally, on the majority of our loans, the late payment fee charged to the borrower for late payments is 10% of the payment amount. In addition, on the majority of our loans, the additional interest charge required to be paid by borrowers once a loan is past maturity is in the range of 3%-5% (paid in addition to the pre-default interest rate).


5




Other Miscellaneous Fees

We remit other miscellaneous fees to the Manager, which are collected from loan payments, loan payoffs or advances from loan principal (i.e. funding, demand and partial release fees).

Amendment to Management Agreement

Effective April 1, 2018, the Management Agreement was amended by Amendment No. 1 (the “Amendment”) to implement the following changes to the Manager’s compensation structure:

·
Reduced Management Fee: The Amendment revises the management fee by making permanent the recent “Interim Management Fee” adjustment described above along with an additional adjustment such that the “Management Fee”, calculated and payable to the Manager monthly in arrears, equals (i) one-twelfth (1/12) multiplied by (ii) (a) 1.50% of the first $300,000,000 of the Company’s Stockholders’ Equity (as defined in the Amendment), and (b) 1.25% of the Stockholders’ Equity that is greater than $300,000,000.

·
Company to Receive 30% of Loan Fees: The Company will receive thirty-percent (30%) of the gross fees and commissions paid to the Manager in connection with the Company making or investing in mortgage loans, including thirty-percent (30%) of gross fees paid in connection with the extension or modification of any loans, with the exception of certain miscellaneous administration fees collected in association with loan funding, demand, and partial release fees, with the remaining seventy-percent (70%) of such fees to be paid to the Manager.

·
Company to Receive 30% of Late Payment Charges: The Company will receive thirty-percent (30%) of all late payment charges from borrowers on loans owned by the Company, with the remaining seventy-percent (70%) to be paid to the Manager.

·
Elimination of Service Fees: The Company will no longer pay the Manager any servicing fees for the Manager’s services as servicing agent with respect to any of its mortgage loans.

·
Elimination of Certain Expense Reimbursements: The Company will no longer reimburse the Manager for salary and related salary expense of the Manager's non-management and non-supervisory personnel.

Principal Investment Objectives

Our principal investment objectives are to preserve the capital of the Company and to provide periodic cash distributions to stockholders. It is not our intent to provide tax-sheltered income.

We invest in real estate loans primarily in the Western United States.  The loans we invest in are selected for us by OFG from loans originated by OFG or non-affiliated mortgage brokers. When OFG or a non-affiliated mortgage broker originates a loan for us, the borrower is identified, the loan application is processed and the loan is made available to us. We believe that our loans are attractive to borrowers because of the expediency of OFG’s loan approval process, which is approximately ten to twenty days.

        We generally employ similar underwriting standards as conventional lenders, such as banks. However, as a specialty finance lender, we are more willing to invest in real estate loans to borrowers that conventional lenders may have rejected for not being creditworthy.  When making these loans we attempt to mitigate the added risk by requiring greater equity in the property.  Borrowers are willing to pay us higher interest rates than conventional lenders charge to obtain these loans. In addition, we usually are able to generate higher fees and charge higher interest rates for our loans because we typically can underwrite and close a loan more rapidly than a conventional lender.  The loans we invest in are typically short in duration, usually less than three years, and bridge the acquisition or improvement of properties that undergo an economic transformation. The short maturity terms of our loans add a degree of risk, as the borrowers are forced to find suitable replacement financing or to sell their property in order to pay off the loan.

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Investment in Real Estate Loans

Our acquisition and investment policies are to invest at least 86.5% of our capital in real estate loans and activities related thereto.  Due to the declining economy and reductions in real estate values prior to 2013, we experienced increased foreclosures which resulted in our ownership of significantly more real estate than in the past. Therefore, while we initially adhered to our policies of investing at least 86.5% of our capital in real estate loans, economic conditions beyond our control have resulted in less than 86.5% of our capital being accounted for as investments in real estate loans. As of December 31, 2018, approximately 68% of our assets were classified as investments in real estate loans (net of allowance for loan losses).  Additionally, we must maintain a contingency reserve in an aggregate amount of at least 1.5% of our capital pursuant to our charter.

Our loans are predominantly secured by first mortgage or deed of trust liens on the underlying properties purchased or developed with the funds that we make available. We sometimes refer to these real properties as the security properties. We invest primarily in loans on commercial, industrial and multi-family residential income-producing real property. Substantially all loans are arranged by OFG, which is licensed by the State of California as a real estate broker and California Finance Lender. During the course of its business, OFG is continuously evaluating prospective investments. OFG originates loans from mortgage brokers, previous borrowers, and by personal solicitations of new borrowers. We may purchase or participate in existing loans that were originated by other lenders. Such a loan might be obtained by us from a third party at an amount equal to or less than its face value. OFG evaluates all potential loan investments to determine if the security for the loan, loan-to-value ratio and other applicable factors meet our investment criteria and policies.  OFG locates, identifies and arranges virtually all loans we invest in and makes all investment decisions on our behalf.  In evaluating prospective loan investments, OFG considers such factors as the following:

·
the ratio of the amount of the investment to the value of the property by which it is secured;
·
the property’s potential for capital appreciation;
·
expected levels of rental and occupancy rates;
·
current and projected cash flow generated by the property;
·
potential for rental rate increases;
·
the marketability of the investment;
·
geographic location of the property;
·
the condition and use of the property;
·
the property’s income-producing capacity;
·
the quality, experience and creditworthiness of the borrower;
·
general economic conditions in the area where the property is located; and
·
any other factors that OFG believes are relevant.

Types of Loans

We invest in first, second, and third mortgage and deed of trust loans, wraparound and participating mortgage and deed of trust loans, construction mortgage and deed of trust loans on real property, and loans on leasehold interest mortgages and deeds of trust. We do not ordinarily make or invest in mortgage and deed of trust loans with a maturity of more than 15 years, and most loans have terms of one to three years. Virtually all loans provide for monthly payments of interest and some also provide for principal amortization. Most of our loans provide for payments of interest only and a payment of principal in full at the end of the loan term. OFG does not originate loans with negative amortization provisions. We do not have any policies directing the portion of our assets that may be invested in construction or rehabilitation loans, loans secured by leasehold interests and second, third and wrap-around mortgage and deed of trust loans. However, OFG recognizes that these types of loans are riskier than first deeds of trust on income-producing, fee simple properties and will seek to minimize the amount of these types of loans in our portfolio. Additionally, OFG will consider that these loans are riskier when determining the rate of interest on the loans.

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First Mortgage Loans

First mortgage and deed of trust loans are secured by first deeds of trust on real property. Such loans are generally for terms of one to three years. In addition, such loans do not usually exceed 75% of the appraised value of improved real property and 50% of the appraised value of unimproved real property.

Second and Wraparound Mortgage Loans

Second and wraparound mortgage and deed of trust loans are secured by second or wraparound deeds of trust on real property which is already subject to prior mortgage indebtedness, in an amount which, when added to the existing indebtedness, does not generally exceed 75% of the appraised value of the secured property. A wraparound loan is one or more junior mortgage loans having a principal amount equal to the outstanding balance under the existing mortgage loans, plus the amount actually to be advanced under the wraparound mortgage loan. Under a wraparound loan, we generally make principal and interest payments on behalf of the borrower to the holders of the prior mortgage loans.

Third Mortgage Loans

Third mortgage and deed of trust loans are secured by third deeds of trust on real property which is already subject to prior first and second mortgage indebtedness, in an amount which, when added to the existing indebtedness, does not generally exceed 75% of the appraised value of the secured property.

Construction and Rehabilitation Loans

Construction and rehabilitation loans are loans made for both original development and renovation of property. Construction and rehabilitation loans invested in by us are generally secured by first deeds of trust on real property for terms of six months to two years. In addition, if the secured property is being developed, the amount of such loans generally will not exceed 75% of the post-development appraised value. We will not usually disburse funds on a construction or rehabilitation loan until work in the previous phase of the project has been completed, and an independent inspector has verified completion of work to be paid for. In addition, we require the submission of signed labor and material lien releases by the contractor in connection with each completed phase of the project prior to making any periodic disbursements of loan proceeds. As of December 31, 2018, our loan portfolio contains twelve construction/rehabilitation loans with aggregate outstanding principal balances totaling $26,044,000.

Leasehold Interest Loans

Loans on leasehold interests are secured by an assignment of the borrower’s leasehold interest in the particular real property. Such loans are generally for terms of from six months to 15 years. Leasehold interest loans generally do not exceed 75% of the value of the leasehold interest at origination. The leasehold interest loans are either amortized over a period that is shorter than the lease term or have a maturity date prior to the date the lease terminates. These loans permit OFG to cure any default under the lease. As of December 31, 2018, our loan portfolio contained one leasehold interest loan with a principal balance of $1,350,000.

Prepayment Penalties and Exit Fees

Generally, the loans we invest in do not contain prepayment penalties or exit fees. If our loans are at a high rate of interest in a market of falling interest rates, the failure to have a prepayment penalty provision or exit fee in the loan allows the borrower to refinance the loan at a lower rate of interest, thus providing a lower yield to us on the reinvestment of the prepayment proceeds. While our loans do not contain prepayment penalties, many instead require the borrower to notify OFG of the intent to payoff within a specified period of time prior to payoff (usually 30 to 120 days). If this notification is not made within the proper time frame, the borrower may be charged interest for that number of days that notification was not received.

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Balloon Payment

As of December 31, 2018, 99.9% of our loans provide for a “balloon payment” on the principal amount due upon maturity of the loan (including both interest only and amortizing loans with a balloon payment). As of December 31, 2018, one loan (0.1% of total principal balance of loans) was a fully amortizing loan with a principal balance of approximately $199,000 and a remaining term of 110 months. There are no specific criteria used in evaluating the credit quality of borrowers for loans requiring balloon payments. Furthermore, a substantial period of time may elapse between the review of the financial statements of the borrower and the date when the balloon payment is due. As a result, there is no assurance that a borrower will have sufficient resources to make a balloon payment when due. To the extent that a borrower has an obligation to pay the  loan principal in a large lump sum payment, its ability to repay the loan may be dependent upon its ability to sell the property, obtain suitable refinancing or otherwise raise a substantial amount of cash. As a result, these loans can involve a higher risk of default than amortizing loans (where principal is paid at the same time as the interest payments).

Repayment of Loans on Sales of Properties

We may require a borrower to repay a loan upon the sale of the secured property rather than allow the buyer to assume the existing loan. This may be done if OFG determines that repayment appears to be advantageous to us based upon then-current interest rates, the length of time that the loan has been held by us, the credit-worthiness of the buyer and our objectives and policies. The net proceeds from any sale or repayment are invested in new loans, held as cash or distributed at such times and in such intervals as OFG, in its sole discretion, determines.

Fixed Rate Loans

Approximately 61.0% ($87,056,000) and 84.8% ($123,883,000) of the unpaid principal balance of our loans as of December 31, 2018 and 2017, respectively, bear interest at a fixed rate. The weighted average interest rate of such loans as of December 31, 2018 and 2017 was approximately 7.5% and 7.7%, respectively.

Variable and/or Split Rate Loans

Approximately 39.0% ($55,626,000) and 15.2% ($22,289,000) of our loans as of December 31, 2018 and 2017, respectively, bear interest at a variable rate or include terms whereby the interest rate is increased at a later date. Currently, variable rate loans use the Prime rate (5.50% and 4.50% at December 31, 2018 and 2017, respectively), the three-month LIBOR rate (2.80% and 1.69% at December 31,  2018 and 2017, respectively) and the six-month LIBOR rate (2.87% and 1.84% at December 31, 2018 and 2017, respectively). OFG may negotiate spreads over these indices of 3.0% to 9.0%, although there is no assurance that spreads will not be lower or higher depending upon market conditions at the time the loan is made.

It is possible that the interest rate index used in a variable rate loan will rise (or fall) more slowly than the interest rate of other loan investments available to us. OFG attempts to minimize this interest rate differential by tying variable rate loans to indices that are sensitive to fluctuations in market rates. Additionally, most variable rate loans originated by OFG contain provisions under which the interest rate cannot fall below the initial rate.

Variable rate loans generally have interest rate caps. We anticipate that the interest rate cap will be a ceiling that is 2% to 4% above the starting rate with a floor rate equal to the starting rate. For these loans, there is the risk that the market rate may exceed the interest cap rate.

Variable rate loans of five to ten year maturities are not assumable without the prior consent of OFG. We do not expect to invest in or purchase a significant amount of assumable loans. To minimize our risk, any borrower assuming an existing loan will be subject to the same underwriting criteria as the original borrower.

Debt Coverage Standard for Loans

Loans on commercial property generally require the net annual estimated cash flow to equal or exceed the annual payments required on the loan.

Loan Limit Amount

We limit the amount of our investment in any single loan, and the amount of our investment in loans to any one borrower, to 10% of our total assets as of the date the loan is made or purchased.

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Loans to Affiliates

We will not provide loans to OFG or an affiliate except for in connection with any advance of expenses or indemnification permitted by our charter, bylaws and the Management Agreement

Purchase of Loans from Affiliates

We may purchase loans deemed suitable for acquisition from OFG or its affiliates only if:

·
OFG makes or purchases such loans in its own name and temporarily holds title thereto for the purpose of facilitating the acquisition of such loans, and provided that such loans are purchased by us for a price no greater than the cost of such loans to OFG (except for compensation in accordance with the terms of the Management Agreement and the charter);

·
There is no other benefit arising out of such transactions to OFG;

·
Such loans are not in default, and;

·
Such loans otherwise satisfy, among other things, the following requirements:
·
We will not make or invest in loans on any one property if at the time of acquisition of the loan the aggregate amount of all loans outstanding on the property, including loans by the Company, would exceed an amount equal to 80% of the appraised value of the property as determined by independent appraisal, unless substantial justification exists because of the presence of other documented underwriting criteria.
·
We will limit any single loan and limit the loans to any one borrower to not more than 10% of our total assets as of the date the loan is made or purchased.
·
We will not invest in or make loans on unimproved real property in an amount in excess of 25% of our total assets.
Competition

Our major competitors in providing specialty finance loans are specialty finance companies, private debt funds, banks, conduit lenders (and to a lesser extent other mortgage REITs, institutional investors and other entities).  No particular competitor dominates the market. Many of the companies against which we compete have substantially greater financial, technical and other resources than us. Furthermore, additional mortgage REITs with investment objectives similar to ours and other competitors may be organized in the future. Competition in our market niche depends upon a number of factors, including price and interest rates of the loan, speed of loan processing, cost of capital, reliability, quality of service and support services. While we are seeing increasing amounts of competition from new and established competitors in our loan markets, we remain competitive in large part because OFG generates substantially all loans and is able to provide expedited loan approval, processing and funding. OFG has been in the business of making or investing in loans since 1951.

Regulation of the Manager

We are managed by OFG. OFG, in its capacity as our Manager, is subject to the oversight of our Board of Directors pursuant to the terms and conditions of the Management Agreement and our charter. OFG’s operations as a mortgage broker are subject to extensive regulation by federal, state and local laws and governmental authorities. OFG conducts its real estate mortgage business under a license issued by the State of California. Under applicable California law, the division has broad discretionary authority over OFG’s activities.

Employees

The Company does not have employees, other than two full-time and one part-time employee(s) that work directly for its wholly-owned subsidiary, Brannan Island, LLC. OFG provides all of the employees (including our officers) necessary for our operations pursuant to the Management Agreement. As of December 31, 2018, OFG had ten full-time and five part-time employees. All employees are at-will employees and none are covered by collective bargaining agreements.

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Distribution of Company Information

The Internet address of our website is www.owensmortgage.com.  We use our website as a routine channel for distribution of important information, including news releases, filings with the SEC, and certain other financial information. We post our annual and quarterly reports on Form 10-K and 10-Q, our current reports on Form 8-K, our proxy statements and any amendments to those reports or statements on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. All such postings and filings are available on our website free of charge. The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We also make available on our website our code of business conduct and ethics, corporate governance guidelines, committee charters, certain Company presentations and fact sheets, and press releases. The content on any website referred to in this Annual Report is not incorporated by reference in this Annual Report unless expressly noted.

Our Investor Relations Department can be contacted at 2221 Olympic Blvd., Walnut Creek, CA 94595, Attn: Investor Relations, or by email at investors@owensmortgage.com.

Item 1A. RISK FACTORS

You should consider carefully the risks described below, together with the other information contained in this Annual Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the identified risks actually occurs, or is adversely resolved, our consolidated financial statements could be materially adversely impacted in a particular fiscal quarter or year and our business, financial condition and results of operations may suffer materially. As a result, the trading price of our Common Stock and your investment in the Company may suffer.

The risks described below are not the only risks we face. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition and results of operations.

Risks Related to the Proposed Merger with Ready Capital

The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact Ready Capital’s and the Company’s ability to complete the transaction.
The completion of the Merger is subject to the satisfaction or waiver of a number of conditions. In addition, under circumstances specified in the Merger Agreement, Ready Capital or the Company may terminate the Merger Agreement. In particular, completion of the Merger requires (i) the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal by the ORM stockholders, and (ii) the approval of the issuance of shares of Ready Capital Common Stock (the “Ready Capital Common Stock Issuance Proposal”) by Ready Capital stockholders. While it is currently anticipated that the Merger will be completed shortly after the later of the ORM special meeting to approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal and the Ready Capital special meeting to approve the Ready Capital Common Stock Issuance Proposal, there can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, Ready Capital and the Company cannot provide any assurances with respect to the timing of the closing, whether the Merger will be completed at all and when the ORM stockholders would receive the consideration for the Merger, if at all.
Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of Ready Capital Common Stock or ORM Common Stock and the future business and financial results of Ready Capital and/or the Company.
The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms than as contemplated by the Merger Agreement, Ready Capital and the Company could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:
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·
the Ready Capital stockholders and the ORM stockholders may be prevented from realizing the anticipated benefits of the Merger;
·
the market price of Ready Capital Common Stock or ORM Common Stock could decline significantly;
·
reputational harm due to the adverse perception of any failure to successfully consummate the Merger;
·
Ready Capital and the Company being required, under certain circumstances, to pay to the other party a termination fee or expense amount;
·
incurrence of substantial costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
·
the attention of Ready Capital’s and the Company’s management and employees may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the Merger.
Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of Ready Capital and the Company.
The pendency of the Merger could adversely affect Ready Capital’s and the Company’s business and operations.
In connection with the pending Merger, some of the parties with whom Ready Capital or the Company do business may delay or defer decisions, which could negatively impact Ready Capital’s or the Company’s revenues, earnings, cash flows and expenses, regardless of whether the Merger is completed. In addition, under the Merger Agreement, Ready Capital and the Company are each subject to certain restrictions on the conduct of its respective business prior to completing the Merger. These restrictions may prevent Ready Capital or the Company from pursuing certain strategic transactions, acquiring and disposing assets, undertaking certain capital projects, undertaking certain financing transactions and otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial. These restrictions may impede Ready Capital’s or the Company’s growth which could negatively impact its respective revenue, earnings and cash flows. Additionally, the pendency of the Merger may make it more difficult for Ready Capital or the Company to effectively retain and incentivize key personnel.
The Merger and related transactions are subject to Ready Capital stockholder approval and ORM stockholder approval.
The Merger cannot be completed unless (i) ORM stockholders approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal by the affirmative vote of the holders of at least a majority of all outstanding shares of ORM Common Stock entitled to vote on those matters and (ii) Ready Capital stockholders approve the Ready Capital Common Stock Issuance Proposal by the affirmative vote of a majority of the votes cast on such proposal, provided a quorum is present. Pursuant to the guidance of the NYSE, abstentions with regard to the Ready Capital Common Stock Issuance Proposal will have the effect of a vote against such proposal. If stockholder approval is not obtained from either ORM stockholders or Ready Capital stockholders, the Merger and related transactions cannot be completed.
If the Merger is not consummated by May 7, 2019, Ready Capital or the Company may terminate the Merger Agreement.
Either Ready Capital or the Company may terminate the Merger Agreement under certain circumstances, including if the Merger has not been consummated by May 7, 2019. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the cause of, or resulted in, the failure to consummate the Merger on or before such date.
An adverse judgment in any litigation challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.
It is possible that Ready Capital stockholders or ORM stockholders may file lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name Ready Capital, the Company, the Ready Capital board of directors and/or the Company’s board of directors as defendants. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe, or may prevent the Merger from being consummated altogether. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of Ready Capital’s business and/or the Company’s business.

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Risks Related to Relationship with Our Manager

We rely on our Manager, Owens Financial Group, Inc., to manage our day-to-day operations and select our loans for investment.

If the Merger is not consummated, our ability to achieve our investment objectives and to make distributions to you will continue to depend upon OFG’s performance in obtaining, processing, making and brokering loans for us to invest in and determining the financing arrangements for borrowers. You will have no opportunity to evaluate the financial information or creditworthiness of borrowers, the terms of loans, the real property that is our collateral or other economic or financial data concerning our loans.  Furthermore, the Manager is authorized to make most investments without prior approval of the Company’s board of directors. The Manager has great latitude within the broad investment guidelines in determining the types of assets that are proper investments for the Company, which could result in investment returns that are substantially below expectations or that result in losses, which would materially and adversely affect the Company’s business operations and results. Furthermore, OFG has no fiduciary obligations to us or our stockholders, has conflicts of interest arising as a result of our fee structure, and is not required to devote its employees full time to our business and may devote time to business interests competitive with our business.

We depend on key personnel of our Manager with long standing business relationships, the loss of whom could threaten our ability to operate our business successfully.

If the Merger is not consummated, our future success will depend, to a significant extent, upon the continued services of OFG as our manager and OFG’s officers and employees. If the Merger is not consummated, the loss of services of one or more members of OFG’s management team could harm our business and prospects, including the services of William C. Owens (Chairman of ORM and Chief Executive Officer of OFG), Bryan H. Draper (Chief Executive Officer of ORM and Chief Financial Officer of OFG), William E. Dutra (Executive Vice President of OFG), Melina A. Platt (Chief Financial Officer of ORM and Controller of OFG), Daniel J. Worley (Senior Vice President of ORM) and Brian M. Haines (Senior Vice President of OFG), each of whom would likely be difficult to replace because of their extensive experience in the field, extensive market contacts and familiarity with our business. None of these individuals is subject to an employment, non-competition or confidentiality agreement with us or OFG, and we do not maintain “key man” life insurance policies on any of them. If the Merger is not consummated, our future success will also depend in large part upon OFG’s ability to hire and retain additional highly skilled managerial and operational personnel and OFG may require additional operations people who are experienced in obtaining, processing, making and brokering loans and who also have contacts in the relevant markets. If OFG were unable to attract and retain key personnel, the ability of OFG to make prudent investment decisions on our behalf may be impaired.

Our Manager’s liability is limited under the Management Agreement, and we have agreed to indemnify our Manager against certain liabilities. As a result, we could experience poor performance or losses for which our Manager would not be liable.

     Pursuant to the Management Agreement, OFG does not assume any responsibility other than to render the services called for thereunder and is not responsible for any action of our Board of Directors in following or declining to follow its advice or recommendations. Under the terms of the Management Agreement, none of OFG, its officers, stockholders, directors, employees or advisors, among others, will be liable to us or any subsidiary of ours, to our Board of Directors, or to our or any subsidiary’s stockholders, members or partners for any acts or omissions made pursuant to the Management Agreement, except for acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of OFG’s duties under the Management Agreement, as determined by a final court order. In addition, we have agreed to indemnify, to the fullest extent permitted by law, OFG, its officers, stockholders, directors, employees and advisors, among others, from all losses (including attorneys’ fees) arising from any acts or omissions of such person made in good faith in the performance of OFG’s duties under the Management Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of such duties.

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Our Manager serves pursuant to a long-term Management Agreement that may be difficult to terminate and may not reflect arm’s-length negotiations.

We entered into a long-term Management Agreement with OFG.  The Management Agreement was negotiated by related parties and may not reflect terms as favorable as those subject to arm’s-length bargaining. The Management Agreement provides that it will continue in force for the duration of the existence of Owens Realty Mortgage, Inc., unless terminated earlier pursuant to the terms of the Management Agreement. The Management Agreement may be terminated prior to the termination of our existence: (a) upon the affirmative vote of the holders of a majority of the outstanding shares of Common Stock; (b) by OFG pursuant to certain procedures set forth in the Management Agreement relating to changes in compensation; (c) automatically in the event of an assignment of the Management Agreement by OFG (with certain exceptions), unless consented to by the Company with the approval of our Board of Directors and holders of a majority of the outstanding shares of Common Stock entitled to vote on the matter; (d) by us upon certain conditions set forth in the Management Agreement, including a breach thereof by OFG; or (e) by OFG upon certain conditions set forth in the Management Agreement, including a breach thereof by the Company. If the ORM Management Agreement Termination Proposal is not approved and/or the Merger is not consummated, it may be difficult to terminate our Management Agreement and replace OFG in the event that its performance does not meet our expectations or for other reasons, unless the conditions for termination of the Management Agreement are satisfied.

Our Manager faces conflicts of interest arising from our fee structure.

OFG receives fees from our borrowers that would otherwise increase our returns. Because OFG receives these fees, our interests will diverge from those of OFG and William C. Owens (as well as Bryan H. Draper, William E. Dutra and other members of management that have a significant ownership interest in OFG) when OFG decides whether we should charge the borrower higher interest rates or OFG should receive higher fees from borrowers.

OFG earned a total of approximately $3,001,000, $3,908,000 and $3,585,000 for the fiscal years ended December 31, 2018, 2017 and 2016, respectively, from ORM for managing the Company and servicing its loans. In addition, OFG earned a total of approximately $2,130,000, $2,598,000 and $2,617,000 in fees from borrowers for the fiscal years ended December 31, 2018, 2017 and 2016, respectively. The total amount earned by OFG that is paid by borrowers represents fees on loans originated or extended for the Company (including loan fees, late payment charges and miscellaneous fees).

Our Manager faces conflicts of interest concerning the allocation of its personnel’s time.

Our Manager and William C. Owens, who owns 62.5% of the outstanding shares of stock of OFG as of December 31, 2018, may also sponsor other real estate programs having investment objectives and policies similar to ours. As a result, OFG and William C. Owens (as well as Bryan H. Draper, William E. Dutra and other members of management that have a significant ownership interest in OFG) may have conflicts of interest in allocating their time and resources between our business and other activities. During times of intense activity in other programs and ventures, OFG and its key people may devote less time and resources to our business than they ordinarily would. Our Management Agreement with OFG does not specify a minimum amount of time and attention that OFG and its key people are required to devote to the Company. Thus, OFG may not spend sufficient time managing our operations, which could result in our not meeting our investment objectives. Currently, OFG does not sponsor other real estate programs or any other programs that have an objective and policies similar to those of the Company.

Under the Management Agreement, termination of our Manager for cause requires that we provide 30 days’ prior written notice to our Manager.

Termination of the Management Agreement with our Manager for cause, including in the event that OFG engages in fraud or embezzlement, misappropriates funds or intentionally breaches the Management Agreement, requires us to provide 30 days’ prior written notice to OFG.  Accordingly, if OFG engages in any of the foregoing activities (or any other activities resulting in a for cause termination), our inability to terminate the Management Agreement for at least 30 days may result in inefficiencies and uncertainties that could ultimately have a material adverse effect on our business, financial condition and results of operations.

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Our management has limited experience operating a REIT, and we cannot assure you that our management’s past experience will be sufficient to successfully manage our business as a REIT. If we fail to comply with REIT requirements, we would incur U.S. federal income taxes at the corporate level, which would reduce our distributions to you.

We have a short operating history as a REIT, and our management has limited experience in complying with the income, asset and other limitations imposed by the REIT provisions of the Internal Revenue Code of 1986, as amended (the “Code”). These provisions are complex, and the failure to comply with these provisions in a timely manner could prevent us from qualifying as a REIT or could force us to pay unexpected taxes and penalties. In such event, our net income would be reduced and we would have less funds available for distribution to you.

If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first fail to qualify. If we fail to qualify as a REIT, we would have to pay significant income taxes and therefore would have less money available for investments or for distributions to our stockholders. This would likely have a significant adverse effect on the value of our Common Stock. In addition, we would no longer be required to make distributions to our stockholders to maintain preferential U.S. federal income taxation as a REIT. See “—United States Federal Income Tax Risks Relating to our REIT Qualification—Our failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce amounts available for distribution to our stockholders.”

We do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us.
       We do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us. However, our code of business conduct and ethics contains a conflicts of interest policy that, unless waived in accordance with the code, prohibits our directors and executive officers, as well as personnel of OFG who provide services to us, from engaging in any transaction that involves an actual conflict of interest with us. In addition, our Management Agreement with OFG does not prevent our Manager and its affiliates from engaging in additional management or investment opportunities, some of which could compete with us.

Our Manager’s lack of experience with certain real estate markets could impact its ability to make prudent investments on our behalf.

     While we invest in real estate loans throughout the United States, the majority of our loans are in the Western United States.  Real estate markets vary greatly from location to location, and the rights of secured real estate lenders vary from state to state.  OFG may originate loans for us in markets where they have limited experience.  In those circumstances, OFG intends to rely on independent real estate advisors and local legal counsel to assist them in making prudent investment decisions.  You will not have an opportunity to evaluate the qualifications of such advisors, and no assurance can be given that they will render prudent advice to OFG.

Risks Related to Our Business

Our results are subject to fluctuations in interest rates and other economic conditions and rising interest rates could harm our business.

      Our results of operations will vary with changes in interest rates and with the performance of the relevant real estate markets. If the economy is healthy, we expect that more investors will borrow money to acquire, develop or renovate real property. However, if the economy grows too fast, interest rates may increase too quickly and the cost of borrowing may cause real estate values to decline. Alternatively, if the economy enters a recession, real estate development may slow. A slowdown in real estate activity may reduce the opportunities for real estate lending and we may have fewer loans to make or acquire, thus reducing our revenues and the distributions you receive.

      If, at a time of relatively low interest rates, a borrower should prepay obligations that have a higher interest rate from an earlier period, we will likely not be able to reinvest the funds in loans earning that higher rate of interest. In the absence of a prepayment fee, we will receive neither the anticipated revenue stream at the higher rate nor any compensation for its loss. This is a risk if the loans we invest in do not have prepayment penalties or exit fees.

      As of December 31, 2018, most of our loans do not have a prepayment penalty or exit fee. Based on our Manager’s historical experience, we expect that at least 90% of our loans will continue to not have a prepayment penalty. Should interest rates decrease, our borrowers may prepay their outstanding loans with us in order to receive a more favorable rate. This may reduce the amount of income we have available to distribute to you.

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In the event of a rising interest rate environment, the costs of borrowing may increase rapidly, which may negatively impact new loan originations by reducing demand for real estate lending. Additionally, increases in market interest rates may result in a decrease in the liquidity and value of our fixed rate loans and our real estate holdings, and could make it more difficult for borrowers of our mortgage loans to refinance the loans with third party lenders or otherwise repay our loans.

A prolonged economic slowdown or severe recession could harm our business and require increases in loan loss reserves.

The risks associated with our business are more acute during periods of economic slowdown or recession because these periods can be accompanied by decreased demand for consumer credit and declining real estate values and could cause us to experience increases in our loan loss reserves. Because we are a non-conventional lender willing to invest in riskier loans, rates of delinquencies, foreclosures and losses on our loans could be higher than those generally experienced in the mortgage lending industry during periods of economic slowdown or recession. Any sustained period of increased loan loss reserves, delinquencies, foreclosures or losses could adversely affect our ability to originate, purchase and securitize loans, which could significantly harm our financial condition, liquidity and results of operations.

Our reserves for loan losses may prove inadequate, which could have a material adverse effect on our financial results.

We maintain an allowance for loan loss reserve to protect against probable, incurred losses and conduct a review of the appropriateness of the allowance for loan losses on a quarterly basis. This allowance is our Manager’s estimate of probable credit losses inherent in the Company’s loan portfolio that have been incurred as of the balance sheet date for the relevant quarter.  The allowance is established through a provision for loan losses which is charged to expense.  The overall allowance consists of two primary components: specific reserves related to impaired loans that are individually evaluated for impairment and general reserves for inherent losses related to loans that are not considered impaired and are collectively evaluated for impairment.

Our allowance for loan loss reserve reflects the Manager’s then-current estimation of the probability and severity of losses within our portfolio, based on this quarterly review. Our determination of loan loss reserves relies on significant estimates regarding the fair value of loan collateral and other factors. The estimation of these fair values is a complex and subjective process. As such, there can be no assurance that the Manager’s judgment will prove to be correct and that reserves will be adequate over time to protect against future losses. Such losses could be caused by factors including, but not limited to, unanticipated adverse changes in the economy or events adversely affecting specific assets, borrowers, industries in which our borrowers operate or markets in which our borrowers or their properties are located. If our allowance for loan loss reserves proves inadequate we will suffer additional losses which may have a material adverse effect on our financial performance, results of operations and amount of dividends paid. For additional information relating to the determination of our allowance for loan losses see the discussions under Item 7 – “Critical Accounting Policies – Allowance for Loan Losses, Impaired Loans and Non-accrual Status, - “Financial Condition – Allowance For Loan Losses” and  “Asset Quality” in this Annual Report.

We face competition for real estate loans that may reduce available returns and fees available.

Our competitors consist primarily of specialty finance companies, private debt funds, commercial banks and conduit lenders (and to a lesser extent, other mortgage REITs, institutional investors and other entities). Many of the companies against which we and OFG compete have substantially greater financial, technical and other resources than us or OFG. If our competitors decrease interest rates on their loans or make funds more easily accessible, we may be required to reduce our interest rates, which would reduce our revenues and the distributions you receive.

We may have difficulty protecting our rights as a secured lender.

We believe that our loan documents will enable us to enforce our commercial arrangements with borrowers. However, the rights of borrowers and other secured lenders may limit our practical realization of those benefits. For example:

 
• 
Judicial foreclosure is subject to the delays of protracted litigation. Although we expect non-judicial foreclosure to be quicker, our collateral may deteriorate and decrease in value during any delay in foreclosing on it;
 
   

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• 
The borrower’s right of redemption during foreclosure proceedings can deter the sale of our collateral and can for practical purposes require us to manage the property;
 
   
 
• 
Unforeseen environmental hazards may subject us to unexpected liability and procedural delays in exercising our rights;
 
   
 
• 
The rights of senior or junior secured parties in the same property can create procedural hurdles for us when we foreclose on collateral;
     
 
• 
We may not be able to pursue deficiency judgments after we foreclose on collateral; and

 
• 
State and federal bankruptcy laws can prevent us from pursuing any actions, regardless of the progress in any of these suits or proceedings.

Loan defaults, delinquencies and foreclosures will decrease our revenues and net income and your distributions.

We are in the business of investing in real estate loans, and, as such, we are subject to risk of defaults by borrowers. Our performance will be directly impacted by any defaults on the loans in our portfolio. As a specialty finance lender willing to invest in loans to borrowers who may not meet the credit standards of conventional lenders, the rate of default on our loans could be higher than those generally experienced in the real estate lending industry. Any sustained period of increased defaults could adversely affect our business, financial condition, liquidity and the results of our operations, and ultimately your distributions. We seek to mitigate the risk by estimating the value of the underlying collateral and insisting on low loan-to-value ratios. However, we cannot assure you that these efforts will fully protect us against losses on defaulted loans. Any subsequent decline in real estate values on defaulted loans could result in less security than anticipated at the time the loan was originally made, which may result in our not recovering the full amount of the loan. Any failure of a borrower to repay loans or interest on loans will reduce our revenues and your distributions and the value of your interest in the Company. In most instances, we obtain a new appraisal at the date of loan origination. In limited instances, we will accept an appraisal that is dated within twelve months of the date of loan origination, which may not reflect a decrease in the value of the real estate due to events subsequent to the date of the appraisals.

As of December 31, 2018, our portfolio had approximately $11,862,000 in delinquent and/or impaired loans (compared to $8,534,000 as of December 31, 2017). We also had approximately $15,355,000 of non-income producing real estate held for sale or investment for a total of $27,217,000 in non-performing assets, which represented approximately 13% of our total capital as of December 31, 2018.

It is possible that we will continue to experience reduced net income or further losses in the future, thus negatively impacting future distributions. As non-delinquent loans are paid off by borrowers, interest income received by us may be reduced. In addition, we may foreclose on more delinquent loans, thereby obtaining ownership of more real estate that may result in larger operating losses. Management will attempt to sell many of these properties but may need to sell them for losses or wait until market values recover in the future.

Our underwriting standards may be more lenient than those of conventional lenders, which could result in a higher percentage of foreclosed properties, which could reduce the amount of distributions to you.

Our underwriting standards and procedures may be more lenient than those of conventional lenders in that we will invest in loans secured by property that may not meet the underwriting standards of conventional real estate lenders or make loans to borrowers who may not meet the credit standards of conventional lenders.  This may lead to more non-performing assets in our loan portfolio and create additional risks to your return. We approve real estate loans more quickly than other lenders. We rely on third-party reports and information such as appraisals and environmental reports to assist in underwriting loans. We may accept documentation that was not specifically prepared for us or commissioned by us. In addition, in limited instances we may accept an appraisal that is dated within twelve months of the date of loan origination. This creates a greater risk of the information contained therein being out of date or incorrect. Generally, we will spend less time than conventional lenders assessing the character and credit history of our borrowers and the property that secures our loans. Due to the accelerated nature of our loan approval process, there is a risk that the credit inquiry we perform will not reveal all material facts pertaining to the borrower and the security. There may be a greater risk of default by our borrowers, which may impair our ability to make timely distributions to you and which may reduce the amount we have available to distribute to you.

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We typically make “balloon payment” loans, which are riskier than loans with payments of principal over an extended period of time.

The loans we invest in or purchase generally require the borrower to make a “balloon payment” on the principal amount upon maturity of the loan. A balloon payment is a large principal balance that is payable after a period of time during which the borrower has repaid none or only a small portion of the principal balance. As of December 31, 2018, 99.9% of our loans required balloon payments at the end of their terms. Loans with balloon payments are riskier than loans with even payments of principal over an extended time period like 15 or 30 years because the borrower’s repayment depends on its ability to sell the property profitably, obtain suitable refinancing or otherwise raise a substantial amount of cash when the loan comes due. There are no specific criteria used in evaluating the credit quality of borrowers for loans requiring balloon payments. Furthermore, a substantial period of time may elapse between the review of the financial statements of the borrower and the date when the balloon payment is due. As a result, there is no assurance that a borrower will have sufficient resources to make a balloon payment when due.

Incorrect original collateral assessment (valuation) could result in losses and decreased distributions to you.

Appraisals are obtained from qualified, independent appraisers on all properties securing trust deeds, which may have been commissioned by the borrower and may precede the placement of the loan with us. However, there is a risk that the appraisals prepared by these third parties are incorrect, which could result in defaults and/or losses related to these loans.

Completed, written appraisals are not always obtained on our loans prior to original funding, due to the quick underwriting and funding required on the majority of our loans. Although the loan officers often discuss value with the appraisers and perform other due diligence and calculations to determine property value prior to funding, there is a risk that we may make a loan on a property where the appraised value is less than estimated, which could increase the loan’s loan-to-value, or LTV, ratio and subject us to additional risk.

We may make a loan secured by a property on which the borrower previously commissioned an appraisal. Although we generally require such appraisal to have been made within one year of funding the loan, there is a risk that the appraised value is less than the actual value, increasing the loan’s LTV ratio and subjecting us to additional risk.

Investments in construction and rehabilitation loans may be riskier than loans secured by operating properties.

As of December 31, 2018, our loan portfolio contains twelve construction or rehabilitation loans with principal balances aggregating $26,044,000, and we have commitments to fund an additional $29,301,000 in the future on these loans and others (including interest reserves). We may make additional construction and rehabilitation loan commitments in the future. Construction and rehabilitation loans may be riskier than loans secured by properties with an operating history, because:

 
• 
the application of the loan proceeds to the construction or rehabilitation project must be assured;

 
• 
the completion of planned construction or rehabilitation may require additional financing by the borrower; and

 
• 
permanent financing of the property may be required in addition to the construction or rehabilitation loan.

Investments in loans secured by leasehold interests may be riskier than loans secured by fee interests in properties.

Although our loan portfolio contains only one loan with a principal balance of $1,350,000 secured by a leasehold interest as of December 31, 2018, we have made other such loans in the past, and we may increase our leasehold-secured lending in the future. Loans secured by leasehold interests are riskier than loans secured by real property because the loan is subordinate to the lease between the property owner (lessor) and the borrower, and our rights in the event the borrower defaults are limited to stepping into the position of the borrower under the lease, subject to its requirements of rents and other obligations and period of the lease.

Investments in second, third and wraparound mortgage and deed of trust loans may be riskier than loans secured by first deeds of trust.

Second, third and wraparound mortgage and deed of trust loans (those under which we generally make the payments to the holders of the prior liens) are riskier than first mortgage and deed of trust loans because:

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• 
their position is subordinate in the event of default; and

 
there could be a requirement to cure liens of a senior loan holder, and, if this is not done, we would lose our entire interest in the loan.

As of December 31, 2018, our loan portfolio contained 3.4% in second mortgage and deed of trust loans and 0% in third mortgage and deed of trust loans. As of December 31, 2018, we were not invested in any wraparound mortgage or deed of trust loans.

Larger loans result in less diversity and may increase risk.

As of December 31, 2018, we were invested in a total of 59 loans, with an aggregate book value of approximately $142,682,000. The average book value of those loans was approximately $2,418,000, and the median book value was $1,563,000. Nine of such loans had a book value each of 3% or more of the aggregate book value of all loans, and the largest loan relationship had a total book value of approximately 10% of all loans.

As a general rule, we can decrease risk of loss from delinquent loans by investing in a greater total number of loans. Investing in fewer, larger loans generally decreases diversification of the portfolio and increases risk of loss and possible reduction of return to investors in the case of a delinquency of such a loan.

Loan repayments are less likely in a volatile market environment.

In a market in which liquidity is essential to our business, loan repayments have been a significant source of liquidity for us. However, in recent years, many financial institutions curtailed new lending activity and real estate owners have had and may continue to have difficulty refinancing their loans at maturity. If borrowers are not able to refinance our loans at their maturity, the loans could go into default and the liquidity that we would receive from such repayments will not be available. Furthermore, without a properly functioning commercial real estate finance market, borrowers that are performing on their loans may be forced to extend such loans if allowed, which will further delay our ability to access liquidity through repayments.

We depend upon real estate security to secure our real estate loans, and we may suffer a loss if the value of the underlying property declines.

We depend upon the value of real estate security to protect us on the loans that we make. We utilize the services of independent appraisers to value the security underlying our loans. However, notwithstanding the experience of the appraisers, mistakes can be made, or the value of the real estate may decrease due to subsequent events. Our appraisals are generally dated within 12 months of the date of loan origination and may have been commissioned by the borrower. Therefore, the appraisals may not reflect a decrease in the value of the real estate due to events subsequent to the date of the appraisals. For a construction loan most of the appraisals will be prepared on an as-if developed basis. If the loan goes into default prior to completion of the project, the market value of the property may be substantially less than the appraised value. Additional capital may be required to complete a project in order to realize the full value of the property.  If a default occurs and we do not have the capital to complete a project, we may not recover the full amount of our loan.

By becoming the owner of property, we may incur additional obligations, which may reduce the amount of funds available for distribution.

We intend to own real property only if we foreclose on a defaulted loan and purchase the property at the foreclosure sale. Acquiring a property at a foreclosure sale may involve significant costs. If we foreclose on a security property, we expect to obtain the services of a real estate broker and pay the broker’s commission in connection with the sale of the property. We may incur substantial legal fees and court costs in acquiring a property through contested foreclosure and/or bankruptcy proceedings. In addition, significant expenditures, including property taxes, maintenance costs, renovation expenses, mortgage payments, insurance costs and related charges, must be made on any property we own, regardless of whether the property is producing any income.

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Under applicable environmental laws, any owner of real property may be fully liable for the costs involved in cleaning up any contamination by materials hazardous to the environment. Even though we might be entitled to indemnification from the person that caused the contamination, there is no assurance that the responsible person would be able to indemnify us to the full extent of our liability. Furthermore, we would still have court and administrative expenses for which we may not be entitled to indemnification.

Foreclosures subject us to additional risks associated with owning real estate.

We have obtained title to a number of real estate assets that previously served as collateral on defaulted loans. These assets expose us to additional risks, including, without limitation:

 
• 
earning less income and reduced cash flows on foreclosed properties than could be earned and received on loans;
     
 
incurring costs to carry, and in some cases make repairs or improvements to these assets, which requires additional liquidity and results in additional expenses that could exceed our original estimates and impact our operating results;
 
   
 
not being able to realize sufficient amounts from sales of the properties to avoid losses;
     
 
not being able to sell properties, which are not liquid assets, in a timely manner when we need to increase liquidity through asset sales;
     
 
• 
properties being acquired with one or more co-owners (called tenants-in-common) where development or sale requires written agreement or consent by all; without timely agreement or consent, we could suffer a loss from being unable to develop or sell the property;
 
   
 
maintaining occupancy of the properties;
     
 
controlling operating expenses;
     
 
coping with general and local market conditions;
     
 
complying with changes in laws and regulations pertaining to taxes, use, zoning and environmental protection;
     
 
possible liability for injury to persons and property;
     
 
possible uninsured losses related to environmental events such as earthquakes, fires, floods and/or mudslides; and
     
 
possible liability for environmental remediation.
     

During the years ended December 31, 2018 and 2017, we recorded impairment losses on certain of our real estate properties held for sale and investment in the aggregate amount of approximately $1,053,000 and $1,423,000, respectively.

Development on properties we acquire creates risks associated with developing real estate that we do not have as a lender.

Some of the properties that we acquire, primarily through foreclosure proceedings, may face competition from newer, more updated properties. In order to remain competitive and increase occupancy at these properties and/or make them attractive to potential purchasers, we may develop, make significant capital improvements and/or incur costs associated with correcting deferred maintenance with respect to these properties. This could be done singly or in combination with other persons or entities through a joint venture, limited liability company or partnership, with OFG and/or unrelated third parties. The cost of these improvements and deferred maintenance items may impair our financial performance and liquidity and create the following additional risks:

 
• 
Reliance upon the skill and financial stability of third party developers and contractors;

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• 
Inability to obtain governmental permits;

 
• 
Delays in construction of improvements;

 
• 
Increased costs during development and the need to obtain additional financing to pay for the development and reduced liquidity and capital available for us to invest in new loans; and
 
 
• 
Economic and other factors affecting the timing or price of sale or the leasing of developed property, including competition with entities seeking to dispose of similar properties.

We may be required to make significant capital expenditures to improve our foreclosed properties in order to retain and attract tenants, causing a decline in operating revenue and reducing cash available for investment in loans, debt service and distributions to you.

If economic conditions in real estate markets become adverse, we expect that, upon expiration of leases at our properties, we will be required to make rent or other concessions to tenants, and/or accommodate requests for renovations, build-to-suit remodeling and other improvements. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which would result in declines in revenue from operations and reduce cash available for loan investments, debt service and distributions to you.

With respect to properties we acquire through foreclosure, we may be unable to renew leases or re-lease space as leases expire on favorable terms or at all, which could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution to you, per share trading price of our Common Stock and our ability to satisfy our debt service obligations.

Because we compete with a number of real estate operators in connection with the leasing of our properties, the possibility exists that one or more of our tenants may extend or renew its lease with us when the lease term expires on terms that are less favorable to us than the terms of the then-expiring lease, or that such tenant or tenants may not renew at all. Because we depend, in large part, on rental payments from our tenants, if one or more tenants renews its lease on terms less favorable to us or does not renew its lease, or if we do not re-lease a significant portion of the space made available, our financial condition, results of operations, cash flow, cash available for distribution, per-share trading price of our Common Stock and ability to satisfy our debt service obligations could be materially adversely affected.

If any of our foreclosed properties incurs a vacancy, it could be difficult to sell or re-lease.

One or more of our properties may incur a vacancy by either the continued default of a tenant under its lease or the expiration of one of our leases. Certain of our properties may be specifically suited to the particular needs of a tenant (e.g., a retail bank branch or distribution warehouse), and major renovations and expenditures may be required in order for us to re-lease vacant space for other uses. We may have difficulty obtaining a new tenant for any vacant space we have in our properties. If the vacancy continues for a long period of time, we may suffer reduced revenues, resulting in less cash available to be distributed to you. In addition, the resale value of a property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

Our properties may be subject to impairment charges.

We periodically evaluate our real estate investments for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the property, which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded.

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Operating expenses of our properties acquired through foreclosure will reduce our cash flow and funds available for future distributions.

For certain of our properties acquired through foreclosure, we are responsible for operating costs of the property. In some of these instances, our leases require the tenant to reimburse us for all or a portion of these costs, in the form of either an expense reimbursement or increased rent. Our reimbursement may be limited to a fixed amount or a specified percentage annually. To the extent operating costs exceed our reimbursement, our returns and net cash flows from the property and hence our overall operating results and cash flows could be materially adversely affected.

We would face potential adverse effects from tenant defaults, bankruptcies or insolvencies.

The bankruptcy of our tenants may adversely affect the income generated by our properties. If our tenant files for bankruptcy, we generally cannot evict the tenant solely because of such bankruptcy. In addition, a bankruptcy court could authorize a bankrupt tenant to reject and terminate its lease with us. In such a case, our claim against the tenant for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant would pay in full amounts it owes us under the lease. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flow and results of operations.

Geographical concentration of loans may result in additional delinquencies.

Northern California real estate secured approximately 60% of the total loans (by principal amount) held by us as of December 31, 2018. Northern California consists of Monterey, Kings, Fresno, Tulare and Inyo counties and all counties north of those. In addition, approximately 9%, 12%, 6%, 5%, 4% and 3% of total loans (by principal amount) were secured by Southern California, Texas, Michigan, Colorado, Pennsylvania and Wisconsin real estate, respectively. These concentrations may increase the risk of delinquencies on our loans when the real estate or economic conditions of one or more of those areas are weaker than elsewhere, for reasons such as:

 
• 
economic recession in that area;

 
• 
overbuilding of commercial or residential properties; and

 
• 
relocations of businesses outside the area due to factors such as costs, taxes and the regulatory environment.

These factors also tend to make more commercial or residential real estate available on the market and reduce values, making suitable loans less available to us. In addition, such factors could tend to increase defaults on existing loans.

Our loans are not insured or guaranteed by any governmental agency.

Our loans are not insured or guaranteed by a federally-owned or -guaranteed mortgage agency. Consequently, our recourse if there is a default may only be to foreclose upon the real property securing a loan. The value of the foreclosed property may have decreased and may not be equal to the amount outstanding under the corresponding loan, resulting in a decrease of the amount available to distribute to you.

Our loans permit prepayment, which may lower returns.

The majority of our loans do not include prepayment penalties for a borrower paying off a loan prior to maturity. The absence of a prepayment penalty in our loans may lead borrowers to refinance higher interest rate loans in a market of falling interest rates. This would then require us to reinvest the prepayment proceeds in loans or alternative short-term investments with lower interest rates and a corresponding lower return to you.

Equity or cash flow participation in loans could result in loss of our secured position in loans.

We may obtain participation in the appreciation in value or in the cash flow from a secured property. If a borrower defaults and claims that this participation makes the loan comparable to equity (like stock) in a joint venture, we might lose our secured position as lender in the property. Other creditors of the borrower might then wipe out or substantially reduce our investment. We could also be exposed to the risks associated with being an owner of real property. We are not presently involved in any such arrangements.

If a third party were to assert successfully that one of our loans was actually a joint venture with the borrower, there might be a risk that we could be liable as joint venturer for the wrongful acts of the borrower toward the third party.

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We face intense competition, which may decrease or prevent increases in the occupancy and rental rates of our properties.

We compete with numerous developers, owners and operators of retail, industrial and office real estate, many of which own properties similar to ours in the same markets in which our properties are located. If one of our properties becomes vacant and our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer substantial rent abatements. As a result, our financial condition, results of operations, cash flow, per share trading price of our Common Stock and ability to satisfy our debt service obligations and to make distributions to you may be adversely affected.

We may be unable to invest capital into new loans on acceptable terms or at all, which would adversely affect our operating results.

We may not be able to identify loan opportunities that meet our investment criteria, and we may not be successful in closing the loans we identify, which would adversely affect our results of operations.

We expect our real estate loans will not be marketable, and we expect no secondary market to develop.

We do not expect our real estate loans to be marketable, and we do not expect a secondary market to develop for them. As a result, we will generally bear all the risk of our investment until the loans mature. This will limit our ability to hedge our risk in changing real estate markets and may result in reduced returns to our investors.

Some losses that might occur to borrowers may not be insured and may result in defaults.

Our loans require that borrowers carry adequate hazard insurance for our benefit. Some events, however, are uninsurable, or insurance coverage for them is economically not practicable. Losses from earthquakes, floods or mudslides, for example, which occur in California, may be uninsured and cause losses to us on entire loans. Since December 31, 2018, no such loan loss has occurred.

While we are named loss payee in all cases and will receive notification in event of a loss, if a borrower allows insurance to lapse, an event of loss could occur before we know of the lapse and have time to obtain insurance ourselves.

Insurance coverage may be inadequate to cover property losses, even though OFG imposes insurance requirements on borrowers that it believes are reasonable.

If any of our insurance carriers become insolvent, we could be adversely affected.

We carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency could adversely affect our results of operations and cash flows.

The impact of any future terrorist attacks exposes us to certain risks.

Any future terrorist attacks, the anticipation of any such attacks, and the consequences of any military or other response by the United States and its allies may have an adverse impact on the U.S. financial markets and the economy in general. We cannot predict the severity of the effect that any such future events would have on the U.S. financial markets, including the real estate capital markets, the economy or our business. Any future terrorist attacks could adversely affect the credit quality of some of our loans and investments. Some of our loans and investments will be more susceptible to such adverse effects than others. We may suffer losses as a result of the adverse impact of any future terrorist attacks, and these losses may adversely impact our results of operations.

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Cybersecurity threats or other security breaches could compromise sensitive information belonging to us or our employees, borrowers, lessees, clients and other counterparties and could harm our business and our reputation.

We and our Manager store sensitive data, including our proprietary business information and that of our borrowers, lessees, clients and other counterparties, and confidential information regarding employees, on our networks. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions that could result in unauthorized disclosure or loss of sensitive information. Because the techniques used to obtain unauthorized access to networks, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Furthermore, in the operation of our business we also use third-party vendors that store certain sensitive data and these third parties are subject to their own cybersecurity threats. Any security breach of our own or a third-party vendor’s systems could cause us to be non-compliant with applicable laws or regulations, subject us to legal claims or proceedings, disrupt our operations, damage our reputation, and cause a loss of confidence in our products and services, any of which could adversely affect our business.

Risks Related to Our Financing

We have entered into Credit Facilities and other borrowing arrangements. Additional borrowings by us will increase your risk and may reduce the amount we have available to distribute to you.

We have entered into two credit agreements with two different lenders, which agreements provide us with one line of credit and one term loan (the “Credit Facilities”).

We may borrow funds under the Credit Facilities or from additional sources, if available, to expand our capacity to invest in real estate loans, make improvements to our real estate assets, or for other business purposes. Such borrowings will require us to carefully manage our cost of funds. No assurance can be given that we will be successful in this effort to manage our cost of funds or to obtain additional borrowings if needed. Should we be unable to repay the indebtedness and make the interest payments on the Credit Facilities or any other loans, the lenders will likely declare us in default and require that we repay all amounts owing under the applicable loan facility. Even if we are repaying the indebtedness in a timely manner, interest payments owing on the borrowed funds may reduce our income and the distributions you receive.

We may borrow funds from several sources in addition to the Credit Facilities, and the terms of any indebtedness we incur may vary. However, some lenders may require as a condition of making a loan to us that the lender will receive a priority on loan repayments received by us. As a result, if we do not collect 100% on our investments, the first dollars may go to our lenders and we may incur a loss which will result in a decrease of the amount available for distribution to you. In addition, we may enter into securitization arrangements in order to raise additional funds. Such arrangements could increase our leverage and adversely affect our cash flow and our ability to make distributions to you.

We may not be able to access the debt or equity capital markets, or sell our real estate assets, on favorable terms, or at all, which would limit our liquidity and adversely affect our operating results.

We require substantial capital and sufficient liquidity to fund and grow our business.  Without capital and liquidity we would be unable to fund new loans, and could be unable to meet our scheduled debt payments and our funding commitments to borrowers. We have relied on proceeds from secured borrowings, repayments from our loan assets and proceeds from asset sales to fund our operations, meet our debt maturities and make new loans, and we expect to continue to rely primarily on these sources of liquidity for the foreseeable future.

While we had access to various sources of capital in 2018, our ability to access capital in 2019 and beyond will be subject to a number of factors, many of which are outside of our control, such as conditions prevailing in the credit, real estate and equity markets. There can be no assurance that we will have access to additional liquidity when needed or that future debt or equity financing will be available on terms that are acceptable to us. We may also encounter difficulty in selling assets or executing other capital raising strategies on acceptable terms in a timely manner. Our inability to obtain adequate capital could have a material adverse effect on our business, financial condition, liquidity, and operating results, which might result in our inability to meet current loan funding commitments or customer demand for our loans, both of which could adversely affect our results of operations and financial condition.

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If the market value of the collateral pledged by us to a funding source declines, our financial condition could deteriorate rapidly.

The loans and real estate assets that we pledge as collateral could have a rapid decrease in market value. If the value of the collateral we pledge were to decline, we may be required by the lending institutions we borrow from to provide additional collateral or pay down a portion of the funds advanced. We may not have the funds available to pay down such debt, which could result in defaults. Providing additional collateral, if available, to support these potential credit facilities would reduce our liquidity and limit our ability to leverage our assets. In the event we do not have sufficient liquidity to meet such requirements, lending institutions can accelerate the indebtedness, increase interest rates and terminate our ability to borrow. Furthermore, facility providers may require us to maintain a certain amount of uninvested cash or set aside unlevered assets to maintain a specified liquidity position which would allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on assets. In the event that we are unable to meet these collateral obligations, our financial condition could deteriorate rapidly.

We may utilize a significant amount of additional debt to finance our operations, which may compound losses and reduce cash available for distributions to you.

We may further leverage our portfolio through the use of securitizations, issuance of debt securities, additional bank credit facilities, repurchase agreements, and other borrowings. The leverage we may deploy will vary depending on our availability of funds, ability to obtain credit facilities, the loan-to-value and debt service coverage ratios of our assets, the yield on our assets and our financial performance. Substantially all of our assets are pledged as collateral for our borrowings. Our return on our investments and cash available for distribution to our stockholders may be reduced to the extent that changes in market conditions cause the cost of our financing to increase relative to the income that we can derive from our real estate assets.

Our use of leverage may create a mismatch with the duration and index of the investments that we are financing.

We attempt to structure our leverage such that we minimize the difference between the term of our investments and the leverage we use to finance such an investment. In the event that our leverage is for a shorter term then the financed investment, we may not be able to extend or find appropriate replacement leverage, and that would have an adverse impact on our liquidity and our returns. In the event that our leverage is for a longer term than the financed investment, we may not be able to repay such leverage or replace the financed investment with an optimal substitute or at all, which will negatively impact our returns. In addition, we generally originate fixed rate loan investments and partially finance those investments with floating rate liabilities. Our investments in fixed rate assets are generally exposed to changes in value due to interest rate fluctuations; however, the short maturity and low debt to investments of our loan portfolio partially offset that risk.

An increase in our borrowing costs relative to the interest we earn on our interest earning and leveraged assets may adversely affect our profitability and the cash available for distributions to stockholders.

We earn income based upon the spread between the interest income on our interest earning and leveraged assets and the interest expense we incur on our borrowings, if such assets are financed with borrowings. Borrowing rates are currently at relatively low levels that may not be sustained in the long run. Our Credit Facilities and certain other borrowings bear interest at variable rates, and we may incur additional debt in the future. An increase in market interest rates would increase our interest expense, and if we are unable to pass increases in our cost of funds through to our borrowers, would reduce the spread between the cost of our borrowings relative to the interest we earn on our leveraged loan assets, which might reduce earnings and cash available for distribution to you. In addition, these increases could adversely affect our financial position and the market price of our Common Stock.

The covenants in our Credit Facilities might adversely affect us.

Our Credit Facilities require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests, and also contain certain default and cross-default provisions. If any future failure to comply with one or more of these covenants resulted in the loss of one or more of these Credit Facilities and/or required the immediate repayment of advances under the Credit Facilities and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations and ability to make distributions to our stockholders.

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We may not be able to obtain leverage at the level or at the cost of funds necessary to optimize our return on investment.

Our future return on investment may depend, in part, upon our ability to grow our portfolio of invested assets through the use of leverage at a cost of debt that is lower than the yield earned on our investments. We may obtain leverage through credit agreements, issuance of debt securities and other borrowings. Our future ability to obtain the necessary leverage on beneficial terms ultimately depends upon, among other things, global and regional market conditions and the quality of the portfolio assets that collateralize our indebtedness. Our failure to obtain and/or maintain leverage at desired levels, or to obtain leverage on attractive terms, would have a material adverse effect on our performance. Moreover, we may be dependent upon a few lenders to provide financing under credit agreements for our origination of loans, and there can be no assurance that these agreements will be renewed or extended at expiration.

Prolonged disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and the market price of our Common Stock.

Commercial real estate is particularly adversely affected by a prolonged economic downturn and liquidity crisis. These circumstances may materially impact liquidity in the financial markets and result in the scarcity of certain types of financing and make certain financing terms less attractive. Our profitability will be adversely affected if we are unable to obtain cost-effective financing for our investments. A prolonged downturn in the stock or credit markets may cause us to seek alternative sources of potentially less attractive financing. In addition, these factors may make it more difficult for our borrowers to repay our loans as they may experience difficulties in selling assets, increased costs of financing or obtaining financing at all. These events in the stock and credit markets may also make it difficult or unlikely for us to raise capital through the issuance of debt securities or our Common Stock or preferred stock. These disruptions in the financial markets may also have a material adverse effect on the value of (and our ability to sell) our real estate assets and on the market value of our Common Stock, and may have other adverse effects on us or the economy in general.

Risks Related to Our Common Stock

Actions of activist stockholders against us could be disruptive and costly and the possibility that activist stockholders may wage proxy contests or seek representation on our Board could cause uncertainty about the strategic direction of our business.

Stockholders may from time to time engage in proxy solicitations, advance stockholder proposals or board nominations or otherwise attempt to effect changes, assert influence or acquire some level of control over us. Our Board and management team strive to maintain constructive, ongoing communications with all of the Company’s stockholders. And while we welcome stockholder views and opinions with the goal of enhancing value for all stockholders and the depth and breadth of our Board, an activist campaign, such as a proxy contest to replace members of our Board, could have an adverse effect on us because:

 
• 
Responding to such actions by activist stockholders can disrupt our operations, are costly and time-consuming, and divert the attention of our Board and senior management team from the pursuit of business strategies, which could adversely affect our results of operations and financial condition;

 
• 
Perceived uncertainties as to our future direction as a result of changes to the composition of our Board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, cause concern to our current or potential borrower clients, may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners;

 
these types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundaments and prospects of our business; and

 
• 
if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders.
 

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The public market for our Common Stock may be limited.

There may be limited interest in investing in our Common Stock and, while we are listed on the NYSE American and our shares have been trading for a relatively short period, we cannot assure you that an established or liquid trading market for our Common Stock will develop or that it will continue if it does develop. In the absence of a liquid public market with adequate investor demand, you may be unable to liquidate your investment in our Common Stock.

Sales of our Common Stock could have an adverse effect on our stock price.

Sales of a substantial number of shares of our Common Stock could adversely affect the market price for our Common Stock. Subject to the restrictions on ownership and transfer in our charter, all of the shares of Common Stock issued in the OMIF Merger, other than any shares issued to an “affiliate” under the Securities Act of 1933, as amended (the “Securities Act”), are freely tradable without restriction or further registration under the Securities Act. In addition, none of our shares outstanding at the date of the OMIF Merger were subject to lock-up agreements. We cannot predict the effect that future sales of our Common Stock will have on the market price of our Common Stock.

The market price and trading volume of our Common Stock may be volatile.

The market price of our Common Stock may be highly volatile and be subject to wide fluctuations. In addition, the trading volume in our Common Stock may fluctuate and cause significant price variations to occur.

We cannot assure you that the market price of our Common Stock will not fluctuate or decline significantly in the future. Some of the factors, many of which are beyond our control, that could negatively affect our stock price or result in fluctuations in the price or trading volume of our Common Stock include:

 
• 
additional increases in loans defaulting or becoming non-performing or being written off;

 
• 
actual or anticipated variations in our operating results or our distributions to stockholders;

 
sales of (or the inability to sell in a timely manner) and prices we receive for significant real estate properties;

 
• 
publication of research reports about us or the real estate industry, or changes in recommendations or in estimated financial results by securities analysts who provide research to the marketplace on us, our competitors or our industry;
 
 
• 
changes in market valuations of similar companies;

 
• 
changes in tax laws affecting REITs;

 
• 
adverse market reaction to any increased indebtedness we incur; and

 
• 
general market and economic conditions, including, among other things, actual and projected interest rates and the market for the types of assets that we hold or invest in.
 

Market interest rates could have an adverse effect on our stock price.

One of the factors that will influence the price of our Common Stock will be the distribution return on our Common Stock (as a percentage of the price of our Common Stock) relative to market interest rates. Thus, an increase in market interest rates may lead prospective purchasers of our Common Stock to expect a higher distribution yield, which would adversely affect the market price of our Common Stock.

Changes in market conditions could adversely affect the market price of our Common Stock.

As with other publicly traded equity securities, the value of our Common Stock depends on various market conditions which may change from time to time. Among the market conditions that may affect the value of our Common Stock are the following:

27



·
the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate related companies;
·
our financial performance; and
·
general stock and credit market conditions.

We may continue to incur increased costs as a result of being a listed company.

Our Common Stock is listed on the NYSE American. As a listed company, we have incurred additional legal, accounting and other expenses that we did not incur as a non-listed company. We have also incurred costs associated with corporate governance requirements, as well as new accounting pronouncements and new rules implemented by the SEC, NYSE American, or any other applicable national securities exchange. Any expenses required to comply with evolving standards may result in increased general and administrative expenses and a diversion of management time and attention from our business. In addition, these laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially greater costs to obtain the same or similar coverage. We are currently evaluating and monitoring developments with respect to these laws and regulations and cannot predict or estimate the amount or timing of additional costs we may incur in responding to their requirements.

United States Federal Income Tax Risks Relating to Our REIT Qualification

Our failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce amounts available for distribution to our stockholders.

We are taxed as a REIT under the Code. Our qualification as a REIT requires us to satisfy numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. We intend that our organization and method of operation will qualify us as a REIT, but we may not be able to remain so qualified in the future. Future legislation, new regulations, administrative interpretations or court decisions could adversely affect our ability to qualify as a REIT or adversely affect our stockholders.

We intend to hold certain property foreclosed upon by OMIF prior to the REIT conversion through one or more wholly-owned corporate taxable REIT subsidiaries.  Under the Code, no more than 20% (25% for our 2017 and prior taxable years) of the value of the assets of a REIT may be represented by securities of one or more taxable REIT subsidiaries, and a taxable REIT subsidiary generally cannot operate a lodging or health care facility. These limitations may limit our ability to hold properties through taxable REIT subsidiaries. In the event that we determine that the foreclosed properties are held for investment and, therefore, are not subject to the 100% tax on prohibited transactions, there is no guarantee that the IRS will agree with our determination.  Finally, in the event that any of our foreclosed properties constitute lodging or health care facilities that cannot be operated by a taxable REIT subsidiary, such properties will be operated by an “eligible independent contractor,” as defined in Section 856(d)(9)(A) of the Code.

If we fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax  on our taxable income at corporate rates, and we would not be allowed to deduct distributions made to our stockholders in computing our taxable income. We may also be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify. The additional tax liability would reduce our net earnings available for investment or distribution to stockholders. In addition, we would no longer be required to make distributions to our stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain U.S. federal, state and local taxes on our income and property.

The Company recently discovered that its 2012 federal income tax return was erroneously prepared and filed on IRS Form 1120-REIT, instead of on IRS Form 1120, resulting in the Company’s REIT election technically being made beginning with its 2012 tax year instead of beginning with its 2013 tax year as was intended.  Consequently, the Company was in technical violation of certain REIT qualification requirements in 2012 and 2013.  Under the REIT provisions of the federal income tax laws, there are “savings clauses” available for use by REITs to cure the types of technical violations that occurred.  These available savings clauses were designed to assist public REITs in curing inadvertent failures and are self-executing provided that the REIT has “reasonable cause” for the technical violations and complies with certain other procedural requirements, including, in the case of the Company, the payment of a $50,000 penalty to the IRS.   Upon discovery of the error, the Company sought advice of experienced REIT tax counsel and has obtained an opinion of such counsel to the effect that the Company will have reasonable cause for the technical violations and thereby will be able to avail itself of the savings clauses.  Consequently, the Company intends to fulfill the relevant procedural requirements of the savings clauses, including payment of the $50,000 penalty.  In the event that the Company is not able to satisfy the requirements of the savings clauses, the Company potentially could be prevented from qualifying as a REIT through its 2017 taxable year (but in such case would re-elect REIT status for its 2018 taxable year). The potential tax liability to the Company if it is not successful in using the savings clauses are estimated to be in the range of $3,000,000 to $9,000,000, not including interest and penalties.

28



We cannot assure you that we will have access to funds to meet our distribution and tax obligations.

In order to qualify as a REIT, we will be required each year to distribute to our stockholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding any net capital gain). Furthermore, we will be subject to corporate-level U.S. federal income taxation on our undistributed income and gain. We intend to make distributions to our stockholders of substantially all of our taxable income so as to comply with the 90% distribution requirement and limit corporate-level U.S. federal income taxation of the Company, subject to operating restrictions included in the Merger Agreement. Although we generally do not intend to make distributions in excess of our REIT taxable income, we may do so from time to time. A distribution of REIT taxable income or net capital gain generally will be a taxable distribution to you and not represent a return of capital for U.S. federal income tax purposes. If we make distributions in excess of our REIT taxable income and any net capital gain, the excess portion of these distributions generally would represent a non-taxable return of capital for such purposes up to your tax basis in your Common Stock and then generally capital gain. The portion of any distribution treated as a return of capital for U.S. federal income tax purposes would reduce your tax basis in your Common Stock by a corresponding amount. Differences in timing between taxable income and cash available for distribution could require us to borrow funds or raise capital by selling assets to enable us to meet these distribution requirements. We also could be required to pay taxes and liabilities in the event we were to fail to qualify as a REIT. Our inability to retain taxable income (resulting from these distribution requirements) generally may require us to refinance debt that matures with additional debt or equity. There can be no assurance that any of these sources of funds, if available at all, would be available to meet our distribution and tax obligations.

Changes in the tax laws or other legislation could make investments in REITs less attractive and have a negative effect on us.

The U.S. federal income tax laws governing REITs and the administrative interpretations of those laws are constantly under review and may be amended or changed at any time. We cannot predict when or if any new federal income tax law or administrative interpretation, or any amendment to any existing federal income tax law or administrative interpretation, will be adopted, promulgated or become effective and any such changes may take effect retroactively.  We and our stockholders could be adversely affected by any such change in, or any new, federal income tax law or administrative interpretation.

Stockholders and prospective investors are urged to consult with their tax advisors regarding the effects of tax legislation and other legislative, regulatory and administrative developments.

On December 22, 2017, President Trump signed into law H.R. 1, informally titled the Tax Cuts and Jobs Act (the “TCJA”). The TCJA made major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. Among the changes made by the TCJA are permanently reducing the generally applicable corporate tax rate, generally reducing the tax rate applicable to individuals and other non-corporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminating or modifying certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes), and, for taxable years beginning after December 31, 2017 and before January 1, 2026, providing for preferential rates of taxation through a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. The TCJA also imposed new limitations on the deduction of net operating losses, which may result in us having to make additional taxable distributions to our stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The effect of the significant changes made by the TCJA remains uncertain in some respects, and additional administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the TCJA could have an adverse effect on us or our stockholders. Stockholders and prospective investors should consult their tax advisors regarding the implications of the TCJA on their investment in our Common Stock.

29



Distributions from a REIT are currently taxed at a higher rate than corporate distributions.

Currently, the maximum U.S. federal income tax rate on both distributions from certain domestic and foreign corporations and net capital gain for individuals is 23.8% (including the 3.8% net investment income tax). However, this rate of tax on distributions generally will not apply to our distributions (except those distributions identified by the Company as “capital gain dividends” which are taxable as long-term capital gain), and therefore such distributions generally will be taxed as ordinary income. However, for taxable years beginning after December 31, 2017 and before January 1, 2026, the TCJA provides for a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers, resulting in a maximum rate of 33.4% on ordinary REIT dividends for individuals (including the 3.8% net investment income tax and after factoring in a 20% deduction for pass-through income). The higher tax rate on the Company’s distributions may cause the market to devalue our Common Stock relative to stock of those corporations whose distributions qualify for the lower rate of taxation.

A portion of our business is potentially subject to prohibited transactions tax.

As a REIT, we are subject to a 100% tax on our net income from any “prohibited transactions.” In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, but including loans, held as inventory or primarily for sale to customers in the ordinary course of business. Sales by us of property in the ordinary course of our business will generally constitute prohibited transactions. The Company might be subject to this tax if it was to sell a property or loan in a manner that was treated as a sale of inventory for U.S. federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of properties or loans, other than through a taxable REIT subsidiary, and will attempt to comply with the terms of safe-harbor provisions in the U.S. federal income tax laws prescribing when a sale of real property or a loan will not be characterized as a prohibited transaction, even though the sales might otherwise be beneficial to us. We cannot assure you however, that we can comply with the safe-harbor provisions or that we will not be subject to the prohibited transactions tax on some earned income.

Taxable REIT subsidiaries are subject to corporate-level tax, which may devalue our Common Stock relative to other companies.

Taxable REIT subsidiaries are corporations subject to corporate-level tax. Our use of taxable REIT subsidiaries may cause the market to value our Common Stock lower than the stock of other publicly traded REITs which may not use taxable REIT subsidiaries and lower than the equity of mortgage pools taxable as non-publicly traded partnerships, which generally are not subject to any U.S. federal income taxation on their income and gain.

Our use of taxable REIT subsidiaries may have adverse U.S. federal income tax consequences.

We must comply with various tests to qualify and continue to qualify as a REIT for U.S. federal income tax purposes, and our income from and investments in taxable REIT subsidiaries do not constitute permissible income and investments for purposes of some of the REIT qualification tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot assure you that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

We may endanger our REIT status if the distributions we receive from our taxable REIT subsidiaries exceed applicable REIT gross income tests.

The annual gross income tests that must be satisfied to ensure REIT qualification may limit the amount of dividends that we can receive from our taxable REIT subsidiaries and still maintain our REIT status. Generally, not more than 25% of our gross income may be derived from non-real estate related sources, such as dividends from a taxable REIT subsidiary. If, for any taxable year, the dividends we receive from our taxable REIT subsidiaries, when added to our other items of non-real estate related income, represent more than 25% of our total gross income for the year, we could be denied REIT status, unless we were able to demonstrate, among other things, that our failure of the gross income test was due to reasonable cause and not willful neglect.

30


Risks Related to Our Organization and Structure

Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of the Company

In order for us to qualify as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than the year for which we elect to be taxed as a REIT.  Subject to certain exceptions, our charter prohibits any stockholder from owning actually, beneficially or constructively more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of our Common Stock, and 9.8% in value of the outstanding shares of all classes or series of our stock.  The constructive ownership rules under the Code are complex.  The outstanding stock owned by a group of related individuals or entities may be deemed to be constructively or beneficially owned by one individual or entity.  As a result, the acquisition of less than 9.8% of our outstanding Common Stock or the outstanding shares of all classes or series of our stock by an individual or entity could cause that individual or entity to own constructively or beneficially in excess of the relevant ownership limits.  Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT.  Any attempt to own or transfer shares of our Common Stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void.

Certain provisions of Maryland law may limit the ability of a third party to acquire control of the Company

The charter and bylaws of the Company and the Maryland General Corporation Law (the “MGCL”) contain provisions that could delay, defer or prevent a transaction or a change in control of us that might involve a premium price for holders of our Common Stock or otherwise be in their best interests.

Subject to certain limitations, provisions of the MGCL prohibit certain business combinations between the Company and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of us who beneficially owned 10% or more of the voting power of our then outstanding stock at any time during the two-year period immediately prior to the date in question) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder became an interested stockholder.  After the five-year period, business combinations between us and an interested stockholder or an affiliate of an interested stockholder must generally either provide a minimum price (as defined in the MGCL) to our stockholders in cash or other consideration in the same form as previously paid by the interested stockholder or be recommended by our Board of Directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares of voting stock and at least two-thirds of the votes entitled to be cast by stockholders other than the interested stockholder and its affiliates and associates.  These provisions of the MGCL relating to business combinations do not apply, however, to business combinations that are approved or exempted by our Board of Directors prior to the time that the interested stockholder becomes an interested stockholder.  As permitted by the MGCL, our Board of Directors has adopted a resolution exempting any business combination between us and any other person, provided that the business combination is approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons), and between us and OFG and its affiliates and associates.  However, our Board of Directors may repeal or modify this resolution at any time in the future, in which case the applicable provisions of this statute will become applicable to business combinations between us and interested stockholders.

The “control share” provisions of the MGCL provide that a holder of “control shares” of a Maryland corporation (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) has no voting rights with respect to such shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquiror of control shares, our officers and our employees who are also our directors.  Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock.  There can be no assurance that this provision will not be amended or eliminated at any time in the future.

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The Company has elected to implement a classified Board of Directors, require a two-thirds vote to remove a director and to implement other provisions of Title 3, Subtitle 8 of the MGCL that may have the effect of delaying, deferring or preventing a transaction or a change of control of the Company.

On November 12, 2013, our Board of Directors elected to be subject to all of the provisions of Sections 3-803, 3-804 and 3-805 of Title 3, Subtitle 8 of the MGCL (“Subtitle 8”). As a result of this election, without stockholder approval and regardless of any provision in our charter or bylaws, our Board caused the following provisions of Subtitle 8 relating to our Board and the calling of stockholder meetings to be implemented, and these provisions may have the effect of delaying, deferring or preventing a transaction or a change of control of the Company that might be in our stockholders’ best interests:

·
Board Classification. As a result of the election under Subtitle 8, our Board is classified into three separate classes of directors. At each annual meeting of the stockholders of the Company, the successors to the class of directors whose term expires at that meeting will be elected to hold office for a term continuing until the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified.

·
Removal of Directors. As a result of the election to be subject to Section 3-804 of the MGCL, the removal of directors will require the affirmative vote of at least two-thirds of all of the votes entitled to be cast by the stockholders generally in the election of directors.

·
Board Size. The election to be subject to Section 3-804 of the MGCL also provides that our Board has the exclusive right to set the number of directors on the Board.  This election did not result in substantive change to the requirements already provided in the Company’s charter and bylaws.

·
Vacancies on the Board. As a result of the election to be subject to Section 3-804 of the MGCL, our Board has the exclusive right, by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the Board, and any director elected by the Board to fill a vacancy will hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified.

·
Special Meetings Called at the Request of Stockholders. As a result of the election to be subject to Section 3-805 of the MGCL, special meetings of stockholders called at the request of stockholders may now be called by the Secretary of the Company only on the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.

Our Board of Directors has the power to cause us to issue additional shares of our stock without stockholder approval.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock.  In addition, our Board of Directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares.  As a result, our Board of Directors may establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of Common Stock or otherwise be in the best interests of our stockholders.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interests.

Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by the MGCL, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

 
• 
actual receipt of an improper benefit or profit in money, property or services; or

 
• 
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

32


Our charter authorizes us to obligate ourselves to indemnify our present and former directors and officers for actions taken by them in those and other capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify, to the maximum extent permitted by Maryland law, each present or former director or officer who is made, or threatened to be made, a party to any proceeding because of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

The Manager operates from its executive offices at 2221 Olympic Boulevard, Walnut Creek, CA 94595 (the “Executive Office”). The lessor is Olympic Blvd. Partners, a California Limited Partnership (“OBP”), of which the Manager is a 50% general partner. The Executive Office is the sole asset of OBP. The Company does not have separate offices.

As of December 31, 2018, we hold title to thirteen real estate properties that were acquired through foreclosure including properties held within four wholly-owned limited liability companies and within one wholly-owned corporation (see below). As of December 31, 2018, the total carrying amount of these properties was $56,643,000. Two of the properties are being held for long-term investment and the remaining eleven properties are currently being marketed for sale. We also have a 50% ownership interest in a limited liability company accounted for under the equity method that owns property located in Santa Clara, California with a carrying amount of $2,139,000 as of December 31, 2018.

·
The Company’s (or related entities) title to all properties is held as fee simple.
·
There are mortgages or encumbrances to third parties on one of our real estate properties (see below for Tahoe Stateline Venture, LLC (“TSV”)).
·
Of the thirteen properties held, six of the properties are income-producing. Only minor renovations and repairs to the properties are currently being made or planned (other than continued tenant improvements on real estate held for sale and investment).
·
The Manager believes that all properties owned by the Company are adequately covered by customary casualty insurance.

Real estate acquired through foreclosure may be held for a number of years before ultimate disposition primarily because we have the intent and flexibility to dispose of the properties for the highest possible price (such as when market conditions improve). During the time that the real estate is held, we may earn less income on these properties than could be earned on loans and may have negative cash flow on these properties.

Some of the properties we acquire, primarily through foreclosure proceedings, may face competition from newer, more updated properties. In order to remain competitive and increase occupancy at these properties and/or make them attractive to potential purchasers, we may have to make significant capital improvements and/or incur costs associated with correcting deferred maintenance with respect to these properties. The cost of these improvements and deferred maintenance items may impair our financial performance and liquidity.  Additionally, we compete with any entity seeking to acquire or dispose of similar properties, including REITs, banks, pension funds, hedge funds, real estate developers and private real estate investors. Competition is primarily dependent on price, location, physical condition of the property, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and trends in the national and local economies.

For purposes of assessing potential impairment of value during 2018, 2017 and 2016, we obtained updated appraisals or other valuation support on certain of our real estate properties held for sale and investment, which resulted in additional impairment losses on two, three and three properties, respectively, in the aggregate amount of approximately $1,053,000, $1,423,000 and $3,288,000, respectively, recorded in the consolidated statements of operations.

33



Real estate properties held for sale as of December 31, 2018 and 2017 consisted of the following properties acquired through foreclosure:
 
 
 
December 31, 2018
 
 
December 31, 2017
Commercial buildings, Roseville, California – transferred from Held for Investment in 2018
 
$
482,609
 
$
Undeveloped, industrial land, San Jose, California – transferred from Held for Investment in 2018 (sold in January 2019)
   
1,850,343
   
Undeveloped land, Auburn, California (formerly part of golf course owned by Darkhorse Golf Club, LLC) – transferred from Held for Investment in 2018
   
103,198
   
Office condominium complex (2 units - sold in January 2019), Roseville, California – transferred from Held for Investment in 2018
   
389,881
   
73 improved, residential lots, Auburn, California (held within Zalanta Resort at the Village, LLC (“ZRV”))
   
4,121,867
   
4,121,867
Undeveloped, residential land, Coolidge, Arizona – transferred from held for investment in 2017
   
1,017,600
   
1,017,600
Golf course, Auburn, California (held within Lone Star Golf, Inc.) – sold in 2018
   
   
1,999,449
12 condominium and 3 commercial units, Tacoma, Washington (held within Broadway & Commerce, LLC) – transferred from Held for Investment in 2018
   
2,239,125
   
2 improved residential lots, Coeur D’Alene, Idaho – 1 lot sold in 2018
   
266,103
   
350,897
Marina and yacht club with 179 boat slips, Isleton, California (held within Brannan Island, LLC)
   
1,269,650
   
2,207,675
2 vacant houses and 20 acres of residential land, San Ramon, California – obtained through foreclosure in 2018
   
2,062,729
   
Unimproved, residential and commercial land, Bethel Island, California (held within Sandmound Marina, LLC) – sold in 2018
   
   
2,338,233
Assisted living facility, Bensalem, Pennsylvania – sold in 2018
   
   
5,253,125
Retail complex and residential condominium units (12 and 23 units in 2018 and 2017), South Lake Tahoe, California (held within ZRV) - 11 and 7 units sold in 2018 and 2017
   
20,290,685
   
32,260,603
Residential land, South Lake Tahoe, California (held within Zalanta Resort at the Village - Phase II, LLC (“ZRV II”))  - transferred to Held for Investment in 2018
   
   
6,561,023
   
$
34,093,790
 
$
56,110,472
 

Real estate held for investment, net of accumulated depreciation, is comprised of the following properties as of December 31, 2018 and 2017:
 
 
December 31, 2018
 
December 31, 2017
 
Commercial buildings, Roseville, California – transferred to Held for Sale in 2018
 
$
 
$
492,350
 
Undeveloped, industrial land, San Jose, California  - transferred to Held for Sale in 2018
   
   
1,914,870
 
Undeveloped land, Auburn, California (formerly part of golf course owned by DarkHorse Golf Club, LLC) – transferred to Held for Sale in 2018
   
   
103,198
 
Office condominium complex (13 units in 2017), Roseville, California – transferred to Held for Sale in 2018
   
   
2,865,002
 
1/7th interest in single family home, Lincoln City, Oregon  - sold in 2018
   
   
93,647
 
12 condominium and 3 commercial units, Tacoma, Washington (held within Broadway & Commerce, LLC) – transferred to Held for Sale in 2018
   
   
2,263,348
 
Retail Complex, South Lake Tahoe, California (held within TSV)
   
15,987,697
   
16,623,238
 
Residential land, South Lake Tahoe, California (held within ZRV II) – transferred from Held for Sale in 2018
   
6,561,023
   
 
   
$
22,548,720
 
$
24,355,653
 

34



We presently have no plans to significantly improve any of our real estate properties, other than continued tenant improvements on certain properties.

The only real estate properties with book values in excess of 10% of our total assets or properties still owned as of December 31,  2018 with gross revenue in excess of 10% of our total revenue are the properties located in South Lake Tahoe, California (held within TSV and ZRV).

Other operating data related to the TSV retail complex is as follows:

   
2018
 
2017
 
2016
 
Average Annual Rental per Square Foot
$
69.68
 
$
67.48
 
$
61.45
 
Federal Tax Basis of Depreciable Assets (all Commercial Buildings and Improvements)
$
17,589,399
 
$
17,581,911
 
$
17,579,856
 
Depreciation Rate
 
Various
   
Various
   
Various
 
Depreciation Method
 
MACRS Straight Line
   
MACRS Straight Line
   
MACRS Straight Line
 
Depreciable Life
 
5-39 Years
   
5-39 Years
   
5-39 Years
 
Realty Tax Rate (1)
 
1.0830
%
 
1.0871
%
 
1.0860
%
Annual Realty Taxes
$
97,088
 
$
98,322
 
$
192,253
 
(1) Millage rate per Taxable Value.
 

Other operating data related to the ZRV retail units is as follows:

   
2018
 
2017
 
2016 (2)
 
Average Annual Rental per Square Foot
$
67.44
 
$
66.00
 
$
N/A
 
Federal Tax Basis of Depreciable Assets (all Commercial Buildings and Improvements)
$
N/A
 
$
N/A
 
$
N/A
 
Depreciation Rate (3)
 
N/A
   
N/A
   
N/A
 
Depreciation Method (3)
 
N/A
   
N/A
   
N/A
 
Depreciable Life (3)
 
N/A
   
N/A
   
N/A
 
Realty Tax Rate (1)
 
1.0830
%
 
1.0871
%
 
N/A
 
Annual Realty Taxes
$
88,282
 
$
89,140
 
$
N/A
 
(1) Millage rate per Taxable Value.
 
(2) Construction of retail/residential complex was completed in 2017. Thus, this data is not applicable in 2016.
 
(3) The ZRV properties are not being depreciated as all of the retail and residential units are held for sale.
 

The following table shows information regarding rental rates and lease expirations over the next ten years for TSV and ZRV and assumes that none of the tenants exercise renewal options or termination rights, if any, at or prior to scheduled expirations:
Year of
Lease
Expiration
December 31,
 
Number of
Leases Expiring
Within the
Year
 
Rentable Square
Footage Subject
to Expiring
Leases
 
Final Annualized
Base Rent
Under Expiring
Leases (1)
 
Percentage of Gross Annual Rental Represented by Such Leases
 
2019
 
5
 
11,497
$
921,868
 
38.3%
 
2020
 
2
 
1,635
 
121,075
 
5.0%
 
2021
 
1
 
1,000
 
68,666
 
2.8%
 
2022
 
1
 
4,553
 
341,060
 
14.2%
 
2023
 
1
 
788
 
55,191
 
2.3%
 
2024
 
3
 
9,614
 
645,225
 
26.8%
 
2025
 
 
 
 
  —%
 
2025
 
 
 
 
—%
 
2027
 
1
 
1,011
 
92,328
 
3.8%
 
2028
 
1
 
2,297
 
164,015
 
6.8%
 
   
15
 
32,395
$
2,409,428
 
100.0%
 
     
 
(1)
“Final Annualized Base Rent” for each lease scheduled to expire represents the cash rental rate of base rents, excluding tenant reimbursements, in the final month prior to expiration multiplied by 12. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses and common area maintenance and utility charges.

35



The following table presents occupancy data of our leased real estate properties held for investment as of December 31, 2018, 2017, 2016, 2015 and 2014 (where applicable):
   
Occupancy % (1)
Property Description/Location 
Year Foreclosed
 
2018
 
2017
 
2016
 
2015
 
2014
Commercial buildings, Roseville, California
2001
100.0%
85.2%
91.2%
100.0%
81.2%
Office condominium complex (2 units at 12/31/18), Roseville, California
2008
    0.0%
72.6%
76.0%
62.9%
70.5%
12 condominium and 3 commercial units, Tacoma, Washington
2011
80.4%
80.4%
80.4%
80.4%
75.8%
Retail complex, South Lake Tahoe, California (TSV)
2013
100.0%
86.7%
91.1%
95.5%
75.0%
Retail complex, South Lake Tahoe, California (ZRV)
2013
47.6%
22.5%
N/A
N/A
N/A
Industrial building/land, Santa Clara, California (1850 De La Cruz, LLC)
2005
100.0%
100.0%
100.0%
100.0%
100.0%
Notes:
           
(1)   Calculated by dividing net rentable square feet included in leases signed on or before December 31, 2018 at the property by the aggregate net rentable square feet of the property.

As of December 31, 2018, virtually all of our leases on residential rental properties are either month-to-month leases or will expire in 2019. These leases currently represent approximately $173,000 in annual rental revenue to the Company.
The following table shows information regarding rental rates and lease expirations over the next ten years and thereafter for our commercial and industrial rental properties at December 31, 2018 and assumes that none of the tenants exercise renewal options or termination rights, if any, at or prior to scheduled expirations. Seven of our twenty-one commercial leases and all of our residential leases are set to expire during 2019. We expect that new leases will be signed with existing or new tenants for the majority of these spaces and at rental rates that are at market and are at or above expiring rental amounts.

Year of
Lease
Expiration
December 31,
 
Number of
Leases
Expiring
Within the
Year
 
Rentable
Square
Footage
Subject to
Expiring
Leases
 
Final
Annualized
Base Rent
Under
Expiring
Leases (1)
 
2019
 
7
   
13,407
 
$
948,490
   
2020
 
4
   
12,355
   
185,362
   
2021
 
3
   
4,200
   
111,866
   
2022
 
1
   
4,553
   
341,060
   
2023
 
2
   
201,643
   
778,597
   
2024
 
3
   
9,614
   
645,224
   
2025
 
   
   
   
2026
 
   
   
   
2027
 
1
   
1,011
   
92,328
   
2028
 
1
   
2,297
   
164,015
   
   
22
   
249,080
 
$
3,266,942
 

(1)
“Final Annualized Base Rent” for each lease scheduled to expire represents the cash rental rate of base rents, excluding tenant reimbursements, in the final month prior to expiration multiplied by 12. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses and common area maintenance and utility charges.

36


At December 31, 2018, our properties were leased to tenants that are engaged in a variety of businesses. The following table sets forth information regarding leases with the seven tenants with the largest amounts leased based upon Annualized Base Rent as of December 31, 2018:
 
Leased
Square
Feet
   
Annualized
Base Rent (1)
Expiration
Date
Renewal
Options
Tenant Name
Avis Rent A Car (1850 De La Cruz) (2) (3)
200,855
 
$
642,737
7/15/2023
1-5 yr. Option
Up Shirt Creek (TSV) (3)
4,689
   
351,509
9/30/2019
2-5 yr. Options
Powder House (TSV) (3)
5,778
   
493,145
9/30/2019
2-5 yr. Options
Powder House (ZRV)
4,553
   
314,157
4/30/2022
2-5 yr. Options
Big Vista (ZRV) (4)
2,340
   
154,440
5/31/2024
2-5 yr. Options
McP’s Pub Tahoe (TSV)
5,777
   
329,763
10/31/2024
2-5 yr. Options
Taste of Europe (TSV)
2,297
   
130,851
4/30/2028
2-5 yr. Options

(1)
Annualized Base Rent represents the current monthly Base Rent, excluding tenant reimbursements, for each lease in effect at December 31, 2018 multiplied by 12. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses and common area maintenance and utility charges.
(2)  Amount of annualized base rent reported reflects ORM’s 50% membership interest in 1850 De La Cruz, LLC.
(3)  There are two leases for two separate and distinct parcels/units to these tenants with the same terms (leased square feet and annualized base rent combined). The 1850 De La Cruz property square footage is the area of the land under the leases.
(4)  Rent does not begin until June 1, 2019. Annualized base rent is presented based on starting rent on that date.
 Item 3. LEGAL PROCEEDINGS

In the normal course of business, we may become involved in various types of legal proceedings such as assignment of rents, bankruptcy proceedings, appointment of receivers, unlawful detainers, judicial foreclosure, etc., to enforce the provisions of the deeds of trust, collect the debt owed under the promissory notes, or to protect, or recoup our investment from the real property secured by the deeds of trust.  None of these actions would typically be of any material importance.  As of December 31, 2018, we are not involved in any legal proceedings other than those that would be considered part of the normal course of business and the matter below.

Litigation Relating to the Merger

A purported class action lawsuit has been filed by an individual who claims to be a stockholder of ORM. The lawsuit, Richard Scarantino v. Owens Realty Mortgage,  Inc., et al., was filed in the Circuit Court for Baltimore City, Maryland on February 8, 2019. It names ORM, its directors and Ready Capital as defendants. The plaintiff alleges that the ORM directors breached their fiduciary duties because, according to the plaintiff, the consideration to be received by ORM's stockholders in the Merger "appears inadequate," some financial and other disclosures to ORM's stockholders regarding the Merger are deficient, and the terms of the Merger Agreement have precluded other bidders from making competing offers for ORM. The plaintiff seeks, among other things: injunctive relief preventing the defendants from proceeding with, consummating, or closing the Merger; rescission of the Merger or rescissory damages if the Merger is consummated prior to entry of final judgment by the court; an accounting of any damages suffered as a result of the wrongdoing alleged; and litigation costs (including attorneys' and expert fees and expenses). We believe the claims asserted in the Scarantino Lawsuit are without merit. On March 12, 2019, the plaintiff moved for a preliminary injuction seeking to prevent the March 21, 2019 meeting of the Company's stockholders to approve the merger from proceeding until further public disclosures about the transaction are filed by the Company. The court has not yet ruled on the motion.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

37



PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Common Stock

Our Common Stock is listed on the NYSE American and is traded under the ticker symbol “ORM”.
Holders

As of March 13, 2019, we had 8,482,880 shares of our Common Stock outstanding held by approximately 494 record holders. The number of record holders does not necessarily bear any relationship to the number of beneficial owners of our Common Stock.

Dividends

We have elected to be taxed as a REIT for federal income tax purposes and, as such, anticipate that we will distribute annually at least 90% of our REIT taxable income, excluding net capital gains. Through the calendar year ended December 31, 2018, we have paid dividends quarterly and made distributions of approximately $6,589,000 and $3,789,000 during 2018 and 2017, respectively (including amounts accrued as of December 31, 2018 and 2017).  In addition, we paid approximately $0, $640,000 and $583,000 in dividends to stockholders in 2018, 2017 and 2016 in the form of income taxes on capital gains.

Subject to operating restrictions included in the Merger Agreement, dividends are declared and paid at the discretion of our Board of Directors and depend on our taxable net income, cash available for distribution, financial condition, ability to maintain our qualification as a REIT and such other factors that our Board of Directors may deem relevant.No assurance can be given as to the amounts or timing of future distributions as such distributions are subject to our taxable earnings, financial condition, capital requirements and such other factors as our Board of Directors deems relevant.

We cannot assure our stockholders that dividends will be paid in the future, or that, if paid, dividends will be paid in the same amount or with the same frequency as in the past. Any reduction in our dividend payments could have a negative effect on our stock price.

38


Performance Graph

The following graph is a comparison of the cumulative total stockholder return on shares of the Company's Common Stock, the Russell 2000 Index, and the SNL U.S. Finance REIT Index, a published industry index, from December 31, 2013 to December 31, 2018. The graph assumes that $100 was invested on December 31, 2013 in our Common Stock, the Russell 2000 Index and the SNL U.S. Finance REIT and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of the Company’s shares will continue in line with the same or similar trends depicted in the graph below. The information included in the graph and table below was obtained from S&P Global Market Intelligence ©2019.


 
Period Ended
Index
12/31/13
12/31/14
12/31/15
12/31/16
12/31/17
12/31/18
Owens Realty Mortgage, Inc.
100.00
122.98
116.07
163.10
144.14
177.05
Russell 2000
100.00
104.89
100.26
121.63
139.44
124.09
SNL U.S. Finance REIT
100.00
114.52
105.02
129.36
150.94
145.09

In accordance with SEC rules, this section entitled "Performance Graph" shall not be incorporated by reference into any of our future filings under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that we specifically incorporate such disclosure by reference in any such filings, and shall not be deemed to be “soliciting material” or to be “filed” under the Securities Act or the Exchange Act.

Recent Sales of Unregistered Securities

None.

Repurchases of Common Stock

The Company’s 2018 Repurchase Plan was authorized on March 13, 2018 and was terminated effective September 17, 2018, before its scheduled termination date, as the Company had exhausted all funding available pursuant to the plan as of that date.  No repurchases of its shares were made during the fourth quarter of 2018.

39


Item 6. SELECTED FINANCIAL DATA

The following tables present selected historical consolidated financial information and should be read in conjunction with the more detailed information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements, including the related notes, included elsewhere in this Annual Report. The historical results are not necessarily indicative of the results to be expected in any future periods. Prior period amounts have been reclassified to conform to current period presentation.

 
 
As of or For the Years Ended December 31,
 
   
2018
 
2017
 
2016
 
2015
 
2014
 
Operating Data:
                               
Interest income
 
$
12,281,261
 
$
10,840,730
 
$
8,922,142
 
$
8,277,004
 
$
5,382,019
 
Rental income
   
4,129,261
   
4,505,385
   
7,977,400
   
12,791,096
   
12,268,214
 
Other revenues
   
386,499
   
187,013
   
179,449
   
175,451
   
170,018
 
Total revenue
   
16,797,021
   
15,533,128
   
17,078,991
   
21,243,551
   
17,820,251
 
Real estate operating expenses
   
3,858,962
   
4,980,900
   
7,045,848
   
8,510,110
   
8,158,038
 
Depreciation and amortization
   
761,717
   
1,138,515
   
1,258,305
   
2,052,181
   
2,255,577
 
Management fees
   
2,906,333
   
3,546,085
   
3,286,470
   
2,051,134
   
1,726,945
 
Interest expense
   
2,132,776
   
1,587,695
   
2,859,294
   
1,938,113
   
1,161,822
 
(Reversal of) provision for loan losses
   
(239,144
)
 
(360,012
)
 
1,284,896
   
(1,026,909
)
 
(1,869,733
)
Impairment losses on real estate properties
   
1,053,161
   
1,423,286
   
3,227,807
   
1,589,434
   
179,040
 
Other expenses
   
3,484,667
   
2,596,641
   
1,882,338
   
1,618,266
   
1,821,601
 
Total expenses
   
13,958,472
   
14,913,110
   
20,844,958
   
16,732,329
   
13,433,290
 
Operating income (loss)
   
2,838,549
   
620,018
   
(3,765,967
)
 
4,511,222
   
4,386,961
 
Gain on sales of real estate, net
   
4,610,824
   
14,728,921
   
24,497,763
   
21,818,553
   
3,243,359
 
Gain on foreclosure of loans
   
   
   
   
   
464,754
 
Settlement expense
   
   
(2,627,436
)
 
   
   
 
Net income before income taxes
   
7,449,373
   
12,721,503
   
20,731,796
   
26,329,775
   
8,095,074
 
Income tax (expense) benefit
   
(559,842
)
 
(4,041,655
)
 
7,248,977
   
(93,335
)
 
 
Net income
   
6,889,531
   
8,679,848
   
27,980,773
   
26,236,440
   
8,095,074
 
Net income attributable to non-controlling interests
   
   
   
(3,571,003
)
 
(2,667,324
)
 
(165,445
)
Net income attributable to common stockholders
 
$
6,889,531
 
$
8,679,848
 
$
24,409,770
 
$
23,569,116
 
$
7,929,629
 
Earnings per common share (basic and diluted)
 
$
0.79
 
$
0.85
 
$
2.38
 
$
2.22
 
$
0.74
 
Dividends declared per common share
 
$
0.76
 
$
0.38
 
$
0.32
 
$
0.41
 
$
0.27
 


40



Balance Sheet Data:
   
2018
   
2017
   
2016
   
2015
   
2014
 
Loans, net
 
$
141,204,055
 
$
144,343,844
 
$
126,975,489
 
$
104,901,361
 
$
65,164,156
 
Real estate held for sale
   
34,093,790
   
56,110,472
   
75,843,635
   
100,191,166
   
59,494,339
 
Real estate held for investment
   
22,548,720
   
24,355,653
   
37,279,763
   
53,647,246
   
103,522,466
 
Other assets
   
11,223,475
   
14,201,304
   
19,463,568
   
13,254,472
   
13,742,960
 
Total assets
   
209,070,040
   
239,011,273
   
259,562,455
   
271,994,245
   
241,923,921
 
Total indebtedness
   
14,526,903
   
31,747,433
   
38,361,934
   
66,374,544
   
49,019,549
 
Total liabilities
   
17,711,258
   
38,021,546
   
44,034,578
   
72,485,398
   
53,177,310
 
Non-controlling interests
   
   
   
   
4,528,849
   
4,174,753
 
Total equity
   
191,358,782
   
200,989,727
   
215,527,877
   
199,508,847
   
188,746,611
 
Book value per share
 
$
22.56
 
$
22.10
 
$
21.03
 
$
19.03
 
$
17.14
 
                                 

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Some of the information in this Annual Report may contain forward-looking statements. Words such as “may,” “will,” “should,”  “expect,” “anticipate,” “intend,” “believe,” “plan,” “estimate,” “continue” and variations of  such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events, strategies or circumstances are forward-looking statements, including statements regarding the completion of our proposed Merger with Ready Capital. These forward-looking statements are subject to risks and uncertainties, including those described throughout this filing and particularly in “Risk Factors” in Part I, Item 1A of this Annual Report, that could cause actual results to differ materially from those projected or described in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview and Background

We are a specialty finance company that focuses on the origination, investment and management of commercial real estate mortgage loans primarily in the Western U.S.  We provide customized, short-term capital to small and middle-market investors and developers who require speed and flexibility. We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes. We are externally managed and advised by OFG, a specialized commercial real estate management company that has originated, serviced and managed alternative commercial real estate investments since 1951.

The Company is a Maryland corporation formed to reorganize the business of its predecessor, OMIF, into a publicly traded REIT. OMIF was a California Limited Partnership registered with the SEC that was formed in 1983 for the purposes of funding and servicing short-term commercial real estate loans. Beginning in 2009, OMIF experienced liquidity issues as its borrowers were unable to access credit sources to pay off its loans.  OMIF eventually foreclosed on a substantial portion of its loan portfolio, repositioning many of the properties for investment or eventual sale.  OMIF also experienced a significant increase in capital withdrawal requests that it was unable to honor due to insufficient cash, net of reserves, and restrictions under the terms of its bank line of credit. In addition, OMIF was restricted by provisions within the partnership agreement from making additional investments in mortgage loans while qualified redemption requests remained pending and unpaid. In addition to increasing investor liquidity through public listing of its stock, the Company was created to provide the opportunity for resuming mortgage lending activities, with the goal of increasing income to stockholders.

41



On May 20, 2013, OMIF merged with and into the Company with the Company as the surviving entity, succeeding to and continuing the business and operations of OMIF (the “OMIF Merger”). The Company, by virtue of the OMIF Merger, directly or indirectly owns all of the assets and business formerly owned by OMIF. The Company is a deemed successor issuer to OMIF pursuant to Rule 12g-3(a) under the Exchange Act, and on July 1, 2013, the Company’s Common Stock was listed on the NYSE American exchange. For accounting purposes, the OMIF Merger was treated as a transfer of assets and exchange of shares between entities under common control. The accounting basis used to initially record the assets and liabilities in the Company was the carryover basis of OMIF.

Our primary sources of revenue are interest income earned on our loan investment portfolio and revenues we generate from our operating real estate assets. We have resumed originating loans and believe the Company is well positioned to capitalize on lending opportunities. However, there can be no assurances that we will be able to identify and make loans to suitable commercial real estate borrowers or have adequate capital and liquidity to fund such loans.

Our operating results are affected primarily by:

·
the level of foreclosures and related loan and real estate losses experienced;
·
the income or losses from foreclosed properties prior to the time of disposal;
·
the amount of cash available to invest in loans;
·
the amount of borrowing to finance loan investments and our cost of funds on such borrowing;
·
the level of real estate lending activity in the markets serviced;
·
the ability to identify and lend to suitable borrowers;
·
the interest rates we are able to charge on loans; and
·
the level of delinquencies on loans.

Between 2008 and 2013, we experienced increased delinquent loans and foreclosures which created substantial losses. As a result, we owned significantly more real estate than in the past, which reduced cash flow and net income. As of December 31, 2018, approximately 22% of our loans were impaired and/or past maturity, up from 11% as of December 31, 2017. As of December 31, 2018, we owned approximately $56.6 million (book value) of real estate held for sale or investment, which is approximately 27% of total assets, a decrease of $23.8 million or 30% of total assets as compared to December 31, 2017. During 2018, we sold twenty-three real estate properties (including eleven condominium units at Zalanta) for aggregate net sales proceeds of $29,966,000 (including notes receivable totaling $8,679,000) and net gains totaling $4,611,000. We will continue to attempt to sell certain of our properties but may need to sell them for losses. In addition, under the REIT tax rules, we may be subject to a “prohibited transaction” penalty tax on tax gains from the sale of our properties in certain circumstances.

Although management currently believes that none of our delinquent loans will result in a credit loss to the Company, real estate values could decrease in the future. Management continues to perform frequent evaluations of collateral values for our loans using internal and external sources, including the use of updated independent appraisals.  As a result of these evaluations, the allowance for loan losses and our investments in real estate could increase or decrease in the near term, and such changes could be material.

Proposed Merger with Ready Capital

We entered into the Merger Agreement with Ready Capital on November 7, 2018.  In connection with the proposed Merger, the Company’s stockholders will exchange their shares of the Company’s Common Stock for newly issued shares of Ready Capital and the Management Agreement with OFG will be terminated.  Pursuant to the terms of the Merger Agreement, each share of the Company’s Common Stock will be converted into 1.441 shares of Ready Capital’s common stock.

The operations of the Company’s business are subject to certain restrictions contained in the Merger Agreement pending the closing of the Merger. Completion of the proposed Merger is subject to the satisfaction of certain customary conditions, and is subject to the approval of the stockholders of both Ready Capital and the Company.  We cannot provide any assurance that the proposed Merger will close in a timely manner or at all.

Business Strategy

Our primary business objective is to provide our stockholders with attractive risk-adjusted returns by producing consistent and predictable dividends while maintaining a strong balance sheet. We believe we have positioned the Company for future growth and, subject to applicable restrictions contained in the Merger Agreement, seek to increase distributions to stockholders through active portfolio management and execution of our business plan which is outlined below:

42



·
Capitalize on market lending opportunity by leveraging existing origination network to expand our commercial real estate loan portfolio.
·
Enhance and reposition our commercial real estate assets through the investment of capital and strategic management.
·
Increase liquidity available for lending activities by focusing on opportunities to remove real estate assets from our balance sheet.
·
Manage leverage to marginally expand sources of liquidity while maintaining a conservative balance sheet.

Current Market Conditions, Risks and Recent Trends

Our ability to execute our business strategy, particularly the growth of our loan portfolio, is dependent on many factors, including our ability to access financing on favorable terms.  The previous economic downturn had a significant negative impact on both us and our borrowers.  If similar economic conditions recur in the future, it may limit our options for obtaining financing on favorable terms and may also adversely impact the creditworthiness of our borrowers which could result in their inability to repay their loans.

The commercial real estate markets have stabilized, but uncertainty remains as a result of global market instability, rising interest rates, the current political and international trade climate, changes in the Federal tax code, regulatory reform and other matters and their potential impact on the U.S. economy and commercial real estate markets.  In addition, the growth in multifamily rental rates seen over the past few years are showing signs of stabilizing. If real estate values decline again and/or rent growth subsides, it may limit our new loan originations since borrowers often use increases in the value of, and revenues produced from, their existing properties to support the purchase or investment in additional properties.  Declining real estate values may also significantly increase the likelihood that we will have difficulty selling our existing real estate assets in a timely manner, and that we will incur losses on our loans in the event of default because the value of our collateral may be insufficient to cover our investment in the loan.  Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect both our interest income from loans as well as our ability to originate loans, which would significantly impact our revenues, results of operations, financial condition, business prospects and our ability to make distributions to our stockholders.
 
The economic environment over the past few years has seen continued improvement in commercial real estate values which has generally increased payoffs and reduced the credit exposure in our loan portfolio.  We have made, and continue to make, modifications and extensions to loans when it is economically feasible to do so.  In some cases, a modification is a more viable alternative to foreclosure proceedings when a borrower cannot comply with loan terms.  In doing so, lower borrower interest rates, combined with non-performing loans, would lower our net interest margins when comparing interest income to our costs of financing.  If the markets were to deteriorate and another prolonged economic downturn was to occur, we believe there could be additional loan modifications and delinquencies, which may result in reduced net interest margins and additional losses throughout our sector.

We believe that improvement in commercial real estate values has also resulted in increased values of some of our real estate assets. Accordingly, as our real estate assets are carried at the lower of carrying value or fair value less costs to sell, it is possible that we have imbedded gains in certain of our real estate properties held for sale and investment that are not reflected in our financial statements or in the value of our stock.

Recent increases in market interest rates have increased interest expense under our line of credit facility and certain other of our borrowings that bear interest at variable rates.  Due to competitive conditions in our markets, we have been unable to pass increases in our cost of funds through to our borrowers on the majority of our recent loan investments and, accordingly, the interest rates we receive on our loans has remained relatively unchanged.  This increase in our cost of funds without corresponding increases in the rates we charge our borrowers has resulted in a smaller interest margin and, if these conditions continue, may adversely affect our results of operations in the future.

Critical Accounting Policies

We consider the accounting policies discussed below to be critical to an understanding of how we report our financial condition and results of operations because their application places the most significant demands on the judgment of our management.

43



Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires the use of estimates and assumptions that involve the exercise of judgment and affect the reported amounts of assets and liabilities as of the balance sheet dates and revenues and expenses for the reporting periods. Such estimates relate principally to the determination of (1) the allowance for loan losses, (2) the valuation of real estate held for sale and investment (at acquisition and subsequently) and (3) the recoverability of deferred income tax assets.

Allowance for Loan Losses, Impaired Loans and Non-accrual Status

We maintain an allowance for loan losses on our investments in mortgage loans. A loan is impaired when it is probable that we may not collect all principal and interest payments according to the contractual terms of the loan agreement. As part of the detailed loan review, we consider many factors about the specific loan, including payment history, asset performance, borrower’s financial capability and other characteristics. Management evaluates loans for non-accrual status each reporting period. A loan is placed on non-accrual status when the loan payment deficiencies exceed 90 days, or earlier if collection of principal and interest is substantially in doubt. When a loan is classified as nonaccrual, interest accruals discontinue and all past due interest remains accrued until the loan becomes current, is paid off or is foreclosed upon. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest. Cash receipts on nonaccrual loans are used to reduce any outstanding accrued interest, and then are recorded as interest income, except when such payments are specifically designated as principal reduction or when management does not believe our investment in the loan is fully recoverable. When a loan is considered impaired, management estimates impairment based on the fair value of the collateral less estimated costs to sell, generally through the use of appraisals. The determination of the general reserve for loans that are not considered impaired and are collectively evaluated for impairment is based on estimates made by management including consideration of historical losses by portfolio segment, internal asset classifications, and qualitative factors to include economic trends in our service areas, industry experience and trends, geographic concentrations, estimated collateral values, our underwriting policies, the character of the loan portfolio, and probable incurred losses inherent in the portfolio taken as a whole. The allowance is established through a provision for loan losses which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan growth but actual results may vary and there is no assurance that the allowance for loan losses will be sufficient. Credit exposures determined to be uncollectible are charged against the allowance.  Cash received on previously charged off amounts is recorded as a recovery to the allowance.

Real Estate Held for Sale

Real estate held for sale includes real estate acquired in full or partial settlement of loan obligations, generally through foreclosure, that is being marketed for sale. Real estate held for sale is recorded at acquisition at the property’s estimated fair value less estimated costs to sell.

Classification as Held for Sale—A real estate asset is classified as held for sale in the period when (i) management approves a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, subject only to usual and customary terms, (iii) a program is initiated to locate a buyer and actively market the asset for sale at a reasonable price, and (iv) completion of the sale is probable within one year. Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal cost, with any write-down to fair value less estimated costs to sell recorded as an impairment loss. For any subsequent increase in fair value less disposal cost, the impairment loss may be reversed, but only up to the amount of cumulative loss previously recognized. Depreciation is not recorded on assets classified as held for sale.

If circumstances arise that were previously considered unlikely and, as a result, we decide not to sell the real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for sale, adjusted for depreciation expense that would have been recognized had the real estate been continuously classified as held for investment, or (ii) its estimated fair value at the time we decide not to sell.

Real Estate Sales—We evaluate if real estate sale transactions qualify for recognition under the full accrual method, considering whether, among other criteria, the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay, any receivable due to the Company is not subject to future subordination, the Company has transferred to the buyer the usual risks and rewards of ownership and the Company does not have a substantial continuing involvement with the sold real estate. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price less disposal cost and the carrying value of the real estate.

44



Real Estate Held for Investment

Real estate held for investment includes real estate purchased or acquired in full or partial settlement of loan obligations, generally through foreclosure, that is not being marketed for sale and is either being operated, such as rental properties; is being managed through the development process, including obtaining appropriate and necessary entitlements and permits and construction; or are idle properties awaiting more favorable market conditions or properties we cannot sell without placing our REIT status at risk or become subject to prohibited transactions penalty tax. Real estate held for investment is recorded at acquisition at the property’s estimated fair value less estimated costs to sell.  Depreciation of buildings and improvements is provided on the straight-line method over the estimated remaining useful lives of buildings and improvements.  Depreciation of tenant improvements is provided on the straight-line method over the shorter of their estimated useful lives or the lease terms.  Costs related to the improvement of real estate held for sale and investment are capitalized, whereas those related to holding the property are expensed. We evaluate real estate held for investment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We evaluate cash flows and determine impairments on an individual property basis. In making this determination, we often obtain new appraisals and/or review, among other things, current and future cash flows associated with each property, market information, market prices of similar properties recently sold or currently being offered for sale, and other quantitative and qualitative factors. If an impairment indicator exists, we evaluate whether the expected future undiscounted cash flows is less than the carrying amount of the property, and if we determine that the carrying value is not recoverable, an impairment loss is recorded for the difference between the estimated fair value less estimated costs to sell and the carrying amount of the property.

Income Taxes

We have elected to be taxed as a REIT. As a result of our REIT qualification and distribution policy, we do not generally expect to pay U.S. federal corporate level income taxes. Many of the REIT requirements, however, are highly technical and complex. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually at least 90% of our REIT taxable income, determined without regard to net capital gains, to our stockholders. If we have previously qualified as a REIT and fail to qualify as a REIT in any subsequent taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may be precluded from qualifying as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state, local and foreign taxes on our income and property and to U.S. federal income and excise taxes on our undistributed REIT taxable income.

We have elected (or may elect) to treat certain of our existing or newly created corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”). In general, a TRS of a REIT may hold assets that the REIT cannot hold directly and, subject to certain exceptions related to hotels and healthcare properties, may engage in any real estate or non-real estate related business. A TRS is treated as a regular corporation and is subject to federal, state, local and foreign taxes on its income and property.

Deferred Income Taxes - Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities, if any. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A deferred tax asset is also recognized for net operating loss carryforwards of TRS entities. A valuation allowance, if needed, reduces deferred tax assets to the amount that is “more likely than not” to be realized. Realization of deferred tax assets is dependent on the Company’s TRS entities generating sufficient taxable income in future periods or employing certain tax planning strategies to realize such deferred tax assets. The estimate of the amount of deferred tax assets more likely than not to be realized often requires significant judgment on the part of management because realization may be dependent on the outcome of property sales and/or other events that are difficult to forecast.

Tax Positions - The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. A tax position is recognized as a benefit only if it is “more likely than not” that the position would be sustained in a tax examination, with a tax examination being presumed to occur. We have analyzed our various federal and state filing positions and believe that our income tax filing positions and deductions are well documented and supported. There was no reserve for uncertain tax positions recorded as of December 31, 2018 and 2017. See discussion of tax issue related to the Company’s 2012 federal tax return under “Commitments and Contingencies” below.

45


Significant Developments During 2018 and Subsequent Events

Proposed Merger with Ready Capital - We entered into the Merger Agreement with Ready Capital on November 7, 2018.  In connection with the proposed Merger, the Company’s stockholders will exchange their shares of the Company’s Common Stock for newly issued shares of Ready Capital Common Stock. Completion of the proposed Merger is subject to the satisfaction of certain customary conditions, and is subject to the approval of the stockholders of both Ready Capital and the Company.  The Company cannot provide any assurance that the proposed Merger will close in a timely manner or at all.

Loan Activity – We originated 18 new loans during 2018 totaling $78,867,000 (when fully funded) with a weighted average interest rate of 7.6% (excluding carryback loans on the sales of real estate).  During 2018, we received full or partial repayment on 28 loans in the total amount of $78,692,000 with a weighted average interest rate of 7.6%.  During 2018, we extended the maturity dates of 19 loans with outstanding principal balances aggregating $47,915,000 with a weighted average interest rate of 8.3%. During 2018, we recorded charge-offs from the specific loan loss allowance on one impaired loan totaling $187,000 and recorded a net decrease in the general allowance for loan losses of $163,000 (net of $76,000 recovery of bad debts received), for a total decrease in the allowance of $350,000.

Real Estate Property Sales – We sold 23 real estate properties (three partially) during 2018 for aggregate net sales proceeds of $29,966,000 (including notes receivable totaling $8,679,000) and net gains totaling $4,611,000.

Stock Repurchases – We repurchased 608,574 shares of our Common Stock during 2018 pursuant to the 2018 Repurchase Plan at a total cost of $10,033,000 and an average cost of $16.49 per share. The 2018 Repurchase Plan terminated in September 2018.

Amendment to Management Agreement – Effective April 1, 2018, the Management Agreement was amended to implement changes to the Manager’s compensation structure that are described in Item 1 – “Compensation to the Manager” of this Annual Report and in our consolidated financial statements under “Note 12 – Transactions with Affiliates” in Item 8 of this Annual Report.

Subsequent Events – The following events have occurred during the first quarter of 2019 and are discussed in further detail in our consolidated financial statements under “Note 16 – Subsequent Events” in Item 8 of this Annual Report:

·
The Company sold two real estate properties in January 2019 for net sales proceeds totaling $2,706,000 and gain totaling $466,000.
·
The Company extended the maturity dates on five loans that were past maturity as of December 31, 2018 with principal balances totaling approximately $15,010,000 in January and February 2019.

46


Comparison of Results of Operations for Years Ended 2018 and 2017
The following table sets forth our results of operations for the years ended December 31, 2018 and 2017:
 
 
Year Ended December 31,
 
Increase/(Decrease)
   
2018
 
2017
   
Amount
 
Percent
 
Revenues:
                         
Interest and related income from loans
 
$
12,281,261
 
$
10,840,730
   
$
1,440,531
 
13
%
Rental and other income from real estate properties
   
4,129,261
   
4,505,385
     
(376,124
)
(8)
%
Other income
   
386,499
   
187,013
     
199,486
 
107
%
   Total revenues
   
16,797,021
   
15,533,128
     
1,263,893
 
8
%
Expenses:
                         
Management fees to Manager
   
2,906,333
   
3,546,085
     
(639,752
)
(18)
%
Servicing fees to Manager
   
95,143
   
362,411
     
(267,268
)
(74)
%
General and administrative expense
   
3,389,524
   
2,234,230
     
1,155,294
 
52
%
Rental and other expenses on real estate properties
   
3,858,962
   
4,980,900
     
(1,121,938
)
(23)
%
Depreciation and amortization
   
761,717
   
1,138,515
     
(376,798
)
(33)
%
Interest expense
   
2,132,776
   
1,587,695
     
545,081
 
34
%
(Recovery of) provision for loan losses
   
(239,144
)
 
(360,012
)
   
120,868
 
(34)
%
Impairment losses on real estate properties
   
1,053,161
   
1,423,286
     
(370,125
)
(26)
%
   Total expenses
   
13,958,472
   
14,913,110
     
(954,638
)
(6)
%
   Operating income
   
2,838,549
   
620,018
     
2,218,531
 
nm
 
Gain on sales of real estate, net
   
4,610,824
   
14,728,921
     
(10,118,097
)
(69)
%
Settlement expense
   
   
(2,627,436
)
   
2,627,436
 
(100)
%
   Net income before income taxes
   
7,449,373
   
12,721,503
     
(5,272,130
)
(41)
%
Income tax expense
   
(559,842
)
 
(4,041,655
)
   
3,481,813
 
(86)
%
   Net income
 
$
6,889,531
 
$
8,679,848
   
$
(1,790,317
)
(20)
%
nm – not meaningful

Revenues

Interest and related income from loans increased $1,441,000 (13% increase) to $12,281,000 for the year ended December 31, 2018, as compared to $10,841,000 for the year ended December 31, 2017. The increase was primarily due to an increase in the average balance of performing loans between the year ended December 31, 2018 and the year ended December 31, 2017 of approximately 4%, to discount and loan fee amortization on certain loans and to the collection of late charges by the Company on loans beginning in April 2018.

Other income increased $199,000 (107% increase) during the year ended December 31, 2018, as compared to 2017, primarily due to increased income from our investment in 1850 De La Cruz, LLC as the applicable lease was extended effective July 15, 2018 at the current market rate which resulted in an increase in monthly rental income of approximately $74,000 per month of which 50% ($37,000) was earned by the Company.

Rental and other income from real estate properties decreased $376,000 (8% decrease) to $4,129,000 for the year ended December 31, 2018, as compared to $4,505,000 for the year ended December 31, 2017, primarily due to the sale of certain operating properties during 2017 and 2018, net of increased rent on certain of the Company’s remaining rental properties.

Expenses

Management fees decreased $640,000 (18% decrease) and servicing fees decreased $267,000 (74% decrease) during the year ended December 31, 2018, as compared to 2017. The decrease in these fees resulted from the impact of the Interim Management Fee that was effective from July 1, 2017 through March 31, 2018 and the Amendment to the Management Agreement, effective April 1, 2018, that further changed the management fee calculation and eliminated payment of servicing fees to the Manager (and made additional changes to the compensation of the Manager as described in Item 1 – “Compensation to the Manager” of this Annual Report and in our consolidated financial statements under “Note 12 – Transactions with Affiliates” in Item 8 of this Annual Report. Management fees for the year ended December 31, 2018 were approximately $1,343,000 lower than the management fees that would have been payable to the Manager using the Prior Management Fee calculation.

47


General and administrative expense increased $1,155,000 (52% increase) during the year ended December 31, 2018, as compared to 2017. The increase was due primarily to increased legal and other costs relating to the pending Merger with Ready Capital, and increased director fees, net of the elimination of salary related expense reimbursements to the Manager beginning April 1, 2018 as a result of the Amendment to the Management Agreement.

Rental and other expenses on real estate properties decreased $1,122,000 (23% decrease) during the year ended December 31, 2018, as compared to 2017, primarily due to the sale of certain properties during 2017 and 2018.

Depreciation and amortization expense decreased $377,000 (33% decrease) during the year ended December 31, 2018, as compared to 2017, primarily due to the sale of certain depreciable properties during 2017 and 2018 and the discontinuation of depreciation on certain properties that were moved to Held for Sale during 2017 and 2018.

Interest expense increased $545,000 (34% increase) during the year ended December 31, 2018 as compared to 2017, due primarily to increased interest expense on the ZRV construction loan as construction was completed in mid-2017 and capitalization of interest was discontinued and also due to higher balances outstanding and a higher average interest rate on the CB&T line of credit (including the unused commitment fee) during the year ended December 31, 2018, as compared to 2017.

The recovery of loan losses of $239,000 during the year ended December 31, 2018 was the result of an analysis performed on the loan portfolio. The general loan loss allowance decreased $163,000 during the year ended December 31, 2018 primarily due to a decrease in the balance of performing residential and land loans during the year which have a higher historical loss factor as compared to commercial loans. In addition, the Company received a recovery of bad debts of $76,000 during 2018. The specific loan loss allowance decreased $187,000 during the year ended December 31, 2018 as a result of a charge-off against the allowance for loan losses from the partial payoff of an impaired loan during the year.

The recovery of loan losses of $360,000 during the year ended December 31, 2017 was the result of an analysis performed on the loan portfolio. The general loan loss allowance decreased $333,000 during the year ended December 31, 2017 primarily due to a decrease in the balance of performing residential and land loans during the year which have a higher historical loss factor as compared to commercial loans. In addition, the Company received a recovery of bad debts of $27,000 during 2017.

The impairment losses on real estate properties of $1,053,000 and $1,423,000, respectively, during the years ended December 31, 2018 and 2017 were the result of agreements to sell certain of our properties for prices that were lower than the book value or the result of updated appraisals or other valuation information obtained on certain of our real estate properties during those years.

Settlement expense decreased $2,627,000 during the year ended December 31, 2018, as compared to 2017, as a result of the Company’s purchase, pursuant to the Settlement Agreement dated December 29, 2017 between the Company and Freestone (the “Settlement Agreement”), of 810,937 shares of our Common Stock (the “Freestone Shares”) from Freestone Capital Management, LLC and certain of its affiliates, at a price of $19.25 per share. 669,058 Freestone Shares were purchased on December 29, 2017 and another 141,879 Freestone Shares were purchased on January 12, 2018. The market price of $16.01 per share for all 810,937 Freestone Shares purchased was recorded as treasury stock ($12,983,000 total), and the premium paid over the market price for those shares of $3.24 per share ($2,627,000 total) was recorded as settlement expense in the consolidated financial statements. See discussion under “Forward Contract Liability – Share Repurchase” below.

Gain on Sales of Real Estate

Gain on sales of real estate decreased $10,118,000 during the year ended December 31, 2018, as compared to 2017, as a result of the sale of twenty-three real estate properties (three partially) during 2018, resulting in gains totaling $4,611,000 (see further detail under “Real Estate Properties Held for Sale and Investment” below), as compared to the sale eight real estate properties (two partially) during the year ended December 31, 2017, resulting in gains totaling $14,729,000.
48


We believe, from period to period in the near term, there will be fluctuations in net income resulting from the lag time between the sale of our real estate assets and deployment of the proceeds into new loan investments.

Income Tax Expense
Income tax expense (primarily related to our taxable REIT subsidiaries) decreased $3,482,000 (86% decrease) during the year ended December 31, 2018, as compared to 2017. This decrease was primarily the result of a larger valuation allowance recorded against deferred tax assets as a result of higher construction costs and lower expected gains from future sales of ZRV assets in the Company’s analysis during the year ended December 31, 2017, as compared to the year ended December 31, 2018. The Company’s effective tax rate for 2018 differed from the statutory tax rate primarily due to an increase in the valuation allowance on deferred tax assets. The Company’s effective tax rate for 2017 differed from the statutory tax rate primarily due to an increase in the valuation allowance on deferred tax assets and the change in the Federal corporate tax rate from 34% to 21% in 2018 and beyond as a result of the Tax Cuts and Jobs Act signed into law by President Trump on December 22, 2017, which required us to remeasure our deferred tax assets at the lower rate.  Management has estimated future taxable gains and losses on sale of ZRV real estate assets to determine how much of the deferred tax assets are realizable. This realizability analysis is inherently subjective and actual results could differ from these estimates.

Comparison of Results of Operations for Years Ended 2017 and 2016
The following table sets forth our results of operations for the years ended December 31, 2017 and 2016:
 
 
Year Ended December 31,
 
Increase/(Decrease)
   
2017
 
2016
   
Amount
 
Percent
 
Revenues:
                         
Interest and related income from loans
 
$
10,840,730
 
$
8,922,142
   
$
1,918,588
 
22
%
Rental and other income from real estate properties
   
4,505,385
   
7,977,400
     
(3,472,015
)
(44)
%
Other income
   
187,013
   
179,449
     
7,564,
 
4
%
   Total revenues
   
15,533,128
   
17,078,991
     
(1,545,863
)
(9)
%
Expenses:
                         
Management fees to Manager
   
3,546,085
   
3,286,470
     
259,615
 
8
%
Servicing fees to Manager
   
362,411
   
298,770
     
63,641
 
21
%
General and administrative expense
   
2,234,230
   
1,568,890
     
665,340
 
42
%
Rental and other expenses on real estate properties
   
4,980,900
   
7,060,526
     
(2,079,626
)
(29)
%
Depreciation and amortization
   
1,138,515
   
1,258,305
     
(119,790
)
(10)
%
Interest expense
   
1,587,695
   
2,859,294
     
(1,271,599
)
(44)
%
(Recovery of) provision for loan losses
   
(360,012
)
 
1,284,896
     
(1,644,908
)
nm
 
Impairment losses on real estate properties
   
1,423,286
   
3,227,807
     
(1,804,521
)
(56)
%
   Total expenses
   
14,913,110
   
20,844,958
     
(5,931,848
)
(28)
%
   Operating income (loss)
   
620,018
   
(3,765,967
)
   
4,385,985
 
nm
 
Gain on sales of real estate, net
   
14,728,921
   
24,497,763
     
(9,768,842
)
(40)
%
Settlement expense
   
(2,627,436
)
 
     
(2,627,436
)
100
%
   Net income before income taxes
   
12,721,503
   
20,731,796
     
(8,010,293
)
(39)
%
Income tax (expense) benefit
   
(4,041,655
)
 
7,248,977
     
(11,290,632
)
nm
 
   Net income
   
8,679,848
   
27,980,773
     
(19,300,925
)
(69)
%
Net income attributable to non-controlling interests
   
   
(3,571,003
)
   
3,571,003
 
(100)
%
   Net income attributable to common stockholders
 
$
8,679,848
 
$
24,409,770
   
$
(15,729,922
)
(64)
%
nm – not meaningful

Revenues

Interest and related income from loans increased $1,919,000 (22% increase) to $10,841,000 for the year ended December 31, 2017, as compared to $8,922,000 for the year ended December 31, 2016. The increase was primarily due to an increase in the average balance of performing loans between the year ended December 31, 2017 and the year ended December 31, 2016 of approximately 26%.

49


Rental and other income from real estate properties decreased $3,472,000 (44% decrease) to $4,505,000 for the year ended December 31, 2017, as compared to $7,977,000 for the year ended December 31, 2016, primarily due to the sale of four operating properties during the year ended December 31, 2016. These properties had rental income totaling approximately $3,424,000 during the year ended December 31, 2016. There was also a decrease in income from our golf course located in Auburn, California of approximately $166,000 during the year ended December 31, 2017 as compared to 2016.

Expenses

Management fees increased $260,000 (8% increase) and servicing fees increased $64,000 (21% increase) during the year ended December 31, 2017, as compared to 2016. The servicing fee increase was due to an increase in the average balance of loans in our portfolio of 21% during the year ended December 31, 2017, as compared to 2016. The management fees did not increase as much as the service fees as a result of the increased loan balances because the Board and the Manager agreed to adjust the Prior Management Fee to the Interim Management Fee during the period from July 1, 2017 to March 31, 2018, and the Interim Management Fee calculation resulted in a management fee for the year ended December 31, 2017 that was approximately $440,000 lower than the fee that would have been payable to the Manager using the Prior Management Fee calculation.

General and administrative expense increased $665,000 (42% increase) during the year ended December 31, 2017, as compared to 2016. The increase was due primarily to higher legal and consulting expenses during the year ended December 31, 2017 as compared to 2016 relating to shareholder activism, regulatory compliance matters and evaluation of strategic options related to our external management structure.

Settlement expense increased $2,627,000 during the year ended December 31, 2017, as compared to 2016, as a result of the purchase pursuant to the Settlement Agreement, at $19.25 per share, of 669,058 Freestone Shares on December 29, 2017 and another 141,879 Freestone Shares on January 12, 2018. The market price of $16.01 per share for all 810,937 Freestone Shares purchased was recorded as treasury stock ($12,983,000 total), and the premium paid over the market price for those shares of $3.24 per share ($2,627,000 total) was recorded as settlement expense in the consolidated financial statements. See discussion under “Forward Contract Liability – Share Repurchase” below.

Rental and other expenses on real estate properties decreased $2,080,000 (29% decrease) during the year ended December 31, 2017, as compared to 2016, primarily due to the sale of four operating properties during 2016. These properties had rental expenses totaling approximately $2,766,000 during the year ended December 31, 2016. The decrease from the sale of these properties was offset by a one-time increase in property assessments levied on our mixed-use property located in Tacoma, Washington in the amount of approximately $268,000, disbursements of $285,000 related to certain operating expenses of our assisted living facility located in Bensalem, Pennsylvania and increased marketing and other operating costs related to the Zalanta condominiums at our property located in South Lake Tahoe, California during the year ended December 31, 2017.

Depreciation and amortization expense decreased $120,000 (10% decrease) during the year ended December 31, 2017, as compared to 2016, primarily due to the discontinuation of depreciation on certain properties that were moved to Held for Sale during 2016 and 2017.

Interest expense decreased $1,272,000 (44% decrease) during the year ended December 31, 2017 as compared to 2016, due to a decrease in the average balance on our line of credit during the year ended December 31, 2017, as compared to 2016, as we repaid the line of credit in full with the sale of the TSV land in April 2017 and did not advance on the line of credit again until the end of December 2017. The decrease was also due to the sale of the TOTB Miami properties and the repayment of the debt securing the properties during the third quarter of 2016, net of an increase in interest expense on the Zalanta construction loan as construction was completed in mid-2017 and capitalization of interest was discontinued.

The recovery of loan losses of $360,000 during the year ended December 31, 2017 was the result of an analysis performed on the loan portfolio. The general loan loss allowance decreased $333,000 during the year ended December 31, 2017 primarily due to a decrease in the balance of performing residential and land loans during the year which have a higher historical loss factor as compared to commercial loans. In addition, the Company received a recovery of bad debts of $27,000 during 2017.

50


The provision for loan losses of $1,285,000 during the year ended December 31, 2016 was the result of an analysis performed on the loan portfolio. The general loan loss allowance increased $590,000 during the year ended December 31, 2016 due to an increase in the balance of performing loans during the year, an increase in the historical loss percentage on commercial loans and an increase in land loans in the portfolio which loan segment has a higher loss factor than the other segments. The specific loan loss allowance also increased $694,000 (net) during the year ended December 31, 2016 due primarily to the recording of a specific loan loss allowance of $733,000 as of December 31, 2016 on one impaired loan as a result of an updated analysis of the collateral value completed based on actual sales of units during 2016.

The impairment losses on real estate properties of $1,423,000 and $3,228,000, respectively, during the years ended December 31, 2017 and 2016 were the result of agreements to sell certain of our properties for prices that were lower than the book value or the result of updated appraisals or other valuation information obtained on certain of our real estate properties during those years.

Gain on Sales of Real Estate

Gain on sales of real estate decreased $9,769,000 during the year ended December 31, 2017, as compared to 2016, as a result of the sale of eight real estate properties (two partially) during 2017, resulting in gains totaling $14,729,000 (see further detail under “Net Income Attributable to Non-Controlling Interests” and “Real Estate Properties Held for Sale and Investment” below). We sold seven real estate properties (three partially) during the year ended December 31, 2016, resulting in gains totaling $24,498,000.
Income Tax (Expense) Benefit
We recorded income tax expense related to our taxable REIT subsidiaries of $4,042,000 during the year ended December 31, 2017 as compared to income tax benefit of $7,249,000 during the year ended December 31, 2016. The income tax expense during the year ended December 31, 2017 was primarily the result of an increase in the valuation allowance recorded against deferred tax assets as a result of higher construction costs and lower expected gains from the sales of ZRV assets in the future (Federal and state tax expense of $2,878,000) and due to a decrease in the Federal corporate tax rate from 34% to 21% in 2018 and beyond as a result of the Tax Cuts and Jobs Act signed into law by President Trump on December 22, 2017, which required us to remeasure our deferred tax assets at the lower rate (Federal tax expense of $1,358,000). The income tax benefit during the year ended December 31, 2016 was a result of the transfer of two properties into ZRV and conversion of ZRV into a taxable REIT subsidiary, which made the income (loss) from these real estate assets taxable. Due to differences between the book and tax basis of the assets, a deferred tax asset and related income tax benefit totaling $7,249,000 was recorded as of December 31, 2016. The Company’s effective tax rate for 2017 differed from the statutory tax rate primarily due to an increase in the valuation allowance on deferred tax assets and the change in the Federal corporate tax rate as discussed above.  The Company’s effective tax rate for 2016 differed from the statutory tax rate because the three properties held within the ZRV TRS had differences between their respective book basis and tax basis and management projected that the Company would realize the benefits from deferred tax assets related to these basis differences. As a result, a $7,249,000 deferred tax benefit was recorded during 2016. Management has estimated future taxable gains and losses on sale of ZRV real estate assets to determine how much of the deferred tax assets are realizable. This realizability analysis is inherently subjective and actual results could differ from these estimates.

Net Income Attributable to Non-Controlling Interests

Net income attributable to non-controlling interests decreased $3,571,000 during the year ended December 31, 2017, as compared to 2016, because there was net income attributable to our joint venture partner (the Manager) in TOTB Miami, LLC of approximately $3,571,000 during the year ended December 31, 2016, as opposed to $0 during the year ended December 31, 2017, as the properties held within TOTB were sold in September 2016 and the LLC dissolved.

51


Financial Condition

December 31, 2018 and 2017

Loan Portfolio

Our portfolio of loan investments decreased from 61 as of December 31, 2017 to 59 as of December 31, 2018, and the average loan balance increased from $2,396,000 as of December 31, 2017 to $2,418,000 as of December 31, 2018.

As of December 31, 2018 and 2017, we had seven and nine impaired loans, respectively, totaling approximately $11,862,000 (8.3% of the portfolio) and $8,534,000 (5.8%), respectively. This included matured loans totaling $7,276,000 and $7,107,000 as of December 31, 2018 and 2017, respectively. In addition, seven and seven loans of approximately $19,515,000 (13.7%) and $7,585,000 (5.2%) were past maturity but less than ninety days delinquent in monthly payments as of December 31, 2018 and 2017, respectively (combined total of $31,377,000 (22.0%) and $16,119,000 (11.0%), respectively, that are past maturity and/or impaired). Of the impaired and past maturity loans, none were in the process of foreclosure and none involved loans to borrowers who were in bankruptcy.  We foreclosed on two loans secured by the same property during the year ended December 31, 2018 with principal balances totaling approximately $1,937,000 and obtained the property via the trustee sale. We foreclosed on no loans during the year ended December 31, 2017. In February 2019 (subsequent to year-end), we filed a Notice of Default on two impaired loans secured by the same property totaling $4,388,000.

Of the $8,534,000 in loans that were impaired as of December 31, 2017, four with principal balances totaling $4,566,000 remained impaired, three with principal balances totaling $2,029,000 were paid off and two with principal balances totaling $1,939,000 were foreclosed upon.

As of December 31, 2018 and 2017, approximately $142,484,000 (99.9%) and $145,958,000 (99.9%) of our loans are interest only and/or require the borrower to make a “balloon payment” on the principal amount upon maturity of the loan. To the extent that a borrower has an obligation to pay loan principal in a large lump sum payment, its ability to satisfy this obligation may be dependent upon its ability to sell the property, obtain suitable refinancing or otherwise raise a substantial cash amount. As a result, these loans involve a higher risk of default than fully amortizing loans. Borrowers occasionally are not able to pay the full amount due at the maturity date.  We may allow these borrowers to continue making the regularly scheduled monthly payments for certain periods of time to assist the borrower in meeting the balloon payment obligation without formally filing a notice of default.  These loans for which the principal and any accrued interest is due and payable, but the borrower has failed to make such payment of principal and/or accrued interest are referred to as “past maturity loans”. As of December 31, 2018 and 2017, we had eleven and thirteen past maturity loans totaling approximately $26,791,000 and $14,692,000, respectively.
There were no loans modified as troubled debt restructurings during the years ended December 31, 2018. There was one loan with a principal balance of $1,145,000 modified as a troubled debt restructuring during the year ended December 31, 2017.

As of December 31, 2018 and 2017, we held the following types of loan investments:
   
December 31,
2018
   
December 31,
2017
 
By Property Type:
           
Commercial
 
$
132,519,461
   
$
127,873,281
 
Residential
   
5,209,357
     
13,170,795
 
Land
   
4,953,425
     
5,127,574
 
   
$
142,682,243
   
$
146,171,650
 
By Position:
               
Senior loans
 
$
137,808,788
   
$
142,782,492
 
Junior loans
   
4,873,455
     
3,389,158
 
   
$
142,682,243
   
$
146,171,650
 

52



The types of property securing our commercial real estate loans are as follows as of December 31, 2018 and 2017:

   
December 31,
2018
 
December 31,
2017
 
Commercial Real Estate Loans:
             
Office
 
$
26,052,765
 
$
29,480,103
 
Retail
   
57,108,646
   
32,329,395
 
Storage
   
5,996,619
   
15,807,016
 
Apartment
   
15,382,892
   
24,582,181
 
Hotel
   
8,985,000
   
11,777,351
 
Industrial
   
2,856,911
   
2,690,000
 
Warehouse
   
3,000,000
   
3,000,000
 
Marina
   
3,638,121
   
3,580,000
 
Assisted care
   
7,550,858
   
1,650,000
 
Golf course
   
1,550,000
   
1,212,851
 
Restaurant
   
397,649
   
1,764,384
 
   
$
132,519,461
 
$
127,873,281
 

Scheduled maturities of loan investments as of December 31, 2018 and the interest rate sensitivity of such loans are as follows:
 
 
Fixed
Interest
Rate
   
Variable
Interest
Rate
   
Total
 
Year ending December 31:
                       
2018 (past maturity)
 
$
21,874,240
   
$
4,916,586
   
$
26,790,826
 
2019
   
55,144,317
     
15,780,197
     
70,924,514
 
2020
   
4,319,448
     
33,577,666
     
37,897,114
 
2021
   
5,519,317
     
1,351,912
     
6,871,229
 
Thereafter (through 2028)
   
198,560
     
     
198,560
 
   
$
87,055,882
   
$
55,626,361
   
$
142,682,243
 

Currently, our variable rate loans use as indices the Prime, three-month or six-month LIBOR rates 5.50%, 2.80% and 2.87% respectively, at December 31, 2018) or include terms whereby the interest rate we charge is increased at a later date. Premiums over these indices have varied from 3.0% to 9.0% and may be higher or lower depending upon market conditions at the time the loan is made.
53


The following is a schedule by geographic location of loan investments as of December 31, 2018 and 2017:

   
December 31, 2018
 
December 31, 2017
 
 
 
Balance
 
Percentage
 
Balance
 
Percentage
 
California
 
$
98,865,551
 
69.29%
 
$
110,884,117
 
75.86%
 
Arizona
   
 
—%
   
815,890
 
0.56%
 
Colorado
   
6,447,573
 
4.52%
   
4,380,616
 
3.00%
 
Hawaii
   
1,445,964
 
1.01%
   
1,450,000
 
0.99%
 
Illinois
   
 
—%
   
1,364,384
 
0.93%
 
Indiana
   
 
—%
   
388,793
 
0.27%
 
Michigan
   
8,985,000
 
6.30%
   
10,714,764
 
7.33%
 
Nevada
   
 
—%
   
1,653,107
 
1.13%
 
Ohio
   
 
—%
   
3,755,000
 
2.57%
 
Pennsylvania
   
5,519,317
 
3.87%
   
 
—%
 
Texas
   
17,565,952
 
12.31%
   
6,625,000
 
4.53%
 
Washington
   
 
—%
   
3,159,460
 
2.16%
 
Wisconsin
   
3,852,886
 
2.70%
   
980,519
 
0.67%
 
   
$
142,682,243
 
100.00%
 
$
146,171,650
 
100.00%
 

As of December 31, 2018 and 2017, our loans secured by real property collateral located in Northern California totaled approximately 60% ($86,161,000) and 54% ($78,465,000), respectively, of the loan portfolio. The Northern California region (which includes Monterey, Fresno, Kings, Tulare and Inyo counties and all counties north) is a large geographic area which has a diversified economic base. The ability of borrowers to repay loans is influenced by the economic strength of the region and the impact of prevailing market conditions on the value of real estate.

Our investment in loans decreased by $3,489,000 (2.4%) during the year ended December 31, 2018 primarily as a result of loan payoffs, net of new loan originations during the year. As of December 31, 2018 and 2017, we had twelve and fourteen construction/rehabilitation loans in our portfolio with aggregate outstanding principal balances totaling $26,044,000 and $21,751,000, respectively.

Allowance for Loan Losses

The allowance for loan losses (decreased) increased by approximately $(350,000), $(879,000) and $864,000 (provision, net of reversals and charge-offs) during the years ended December 31, 2018, 2017 and 2016, respectively.  The Manager believes that the allowance for loan losses is sufficient given the estimated underlying collateral values of impaired loans. There is no precise method used by the Manager to predict delinquency rates or losses on specific loans.  The Manager has considered the number and amount of delinquent loans, loans subject to workout agreements and loans in bankruptcy in determining allowances for loan losses, but there can be no absolute assurance that the allowance is sufficient.  Because any decision regarding the allowance for loan losses reflects judgment about the probability of future events, there is an inherent risk that such judgments will prove incorrect.  In such event, actual losses may exceed (or be less than) the amount of any reserve.  To the extent that we experience losses greater than the amount of its reserves, we may incur a charge to earnings that will adversely affect operating results and the amount of any dividends paid.

Changes in the allowance for loan losses for the years ended December 31, 2018, 2017 and 2016 were as follows:
 
2018
 
2017
 
2016
 
Balance, beginning of period
$
1,827,806
 
$
2,706,822
 
$
1,842,446
 
(Recovery of) provision for loan losses
 
(239,144
)
 
(360,012
)
 
1,284,896
 
Charge-offs
 
(186,708
)
 
(546,004
)
 
(447,520
)
Recoveries
 
76,234
   
27,000
   
27,000
 
Balance, end of period
$
1,478,188
 
$
1,827,806
 
$
2,706,822
 

As of December 31, 2018 and 2017, there was a general allowance for loan losses of $1,478,188 and $1,641,098, respectively, and a specific allowance for loan losses of $0 and $186,708, respectively.
54


Real Estate Properties Held for Sale and Investment

As of December 31, 2018, we held title to thirteen properties that were acquired through foreclosure, with a total carrying amount of approximately $56,643,000 (including properties held in four limited liability companies and one corporation), net of accumulated depreciation of $2,680,000. As of December 31, 2018, properties held for sale total $34,094,000 and properties held for investment total $22,549,000. We foreclosed on two loans secured by the same property during the year ended December 31, 2018. We did not foreclose on any loans during the year ended December 31, 2017. When we acquire property by foreclosure, we typically earn less income on those properties than could be earned on loans and we may not be able to sell the properties in a timely manner.

Changes in real estate held for sale and investment during the years ended December 31, 2018, 2017 and 2016 were as follows:
 
2018
 
2017
 
2016
 
Balance, beginning of period
$
80,466,125
 
$
113,123,398
 
$
153,838,412
 
Real estate acquired through foreclosure
 
2,062,729
   
   
700,800
 
Investments in real estate properties
 
496,826
   
11,274,904
   
29,061,735
 
Amortization of deferred financing costs capitalized to construction project
 
   
76,260
   
119,471
 
Sales of real estate properties
 
(24,609,167
)
 
(41,505,148
)
 
(66,183,589
)
Impairment losses on real estate properties
 
(1,053,161
)
 
(1,423,286
)
 
(3,227,807
)
Depreciation of properties held for investment
 
(720,842
)
 
(1,080,003
)
 
(1,185,624
)
Balance, end of period
$
56,642,510
 
$
80,466,125
 
$
113,123,398
 

Seven of our thirteen properties do not currently generate revenue. Seven of the Company’s twenty-one commercial leases are set to expire during 2019. All of the Company’s twelve residential leases are either on a month-to-month basis or will expire in 2019. The Company expects that new leases will be signed with existing or new tenants for the majority of these spaces and at rental rates that are at market and are at or above expiring rental amounts.

For purposes of assessing potential impairment of value during 2018, 2017 and 2016, we obtained updated appraisals or other valuation support on several of our real estate properties held for sale and investment, which resulted in additional impairment losses on certain properties in the aggregate amount of approximately $1,053,000, $1,423,000 and $3,228,000, respectively, recorded in the consolidated statements of income.

2018 Sales Activity

During the year ended December 31, 2018, we sold twenty-three real estate properties (three partially) with details as follows:
 
 
Net Sales Proceeds
 
Gain (Loss)
 
Assisted living facility, Bensalem, Pennsylvania*
 
$
5,470,700
 
$
(494,786
)
Residential condominium units (11 units), South Lake Tahoe, California (held within ZRV)**
   
13,558,657
   
1,114,255
 
Office condominium complex (10 units – 7 sales), Roseville, California
   
5,995,715
   
3,561,143
 
1/7th interest in single family home, Lincoln City, Oregon
   
88,161
   
(9,486
)
One improved residential lot, Coeur D’Alene, Idaho
   
392,120
   
303,519
 
Golf course, Auburn, California (held within Lone Star Golf, Inc.)***
   
2,176,047
   
136,178
 
Unimproved, residential and commercial land, Bethel Island, California
   
2,284,260
   
 
   
$
29,965,660
 
$
4,610,823
 
* Net sales proceeds included carryback loan of $5,875,000, net of $468,705 discount ($5,406,295 net).
** Net sales proceeds included two carryback loans totaling $1,462,500.
***Net sales proceeds included two carryback loans totaling $1,810,270. One with a principal balance of $260,000 was repaid during 2018.
 

55


2017 Sales Activity

During the year ended December 31, 2017, we sold eight real estate properties (two partially) and 1,000 square feet of commercial floor coverage area with details as follows:

 
 
Net Sales Proceeds**
 
Gain (Loss)
 
Commercial and residential land under development, South Lake Tahoe, California (held within TSV)
 
$
42,329,110
 
$
13,210,826
 
Seven condominium units, South Lake Tahoe, California (held within ZRV)
   
10,578,517
   
997,239
 
Two office condominium units, Roseville, California
   
978,431
   
515,959
 
Marina with 52 boat slips and campground, Bethel Island, California (held within Sandmound Marina, LLC)
   
967,825
   
(1,646
)
Office condominium complex, Oakdale, California (held within East G, LLC)
   
732,389
   
(150
)
Undeveloped, residential land, Marysville, California
   
398,483
   
(4,717
)
One improved, residential lot, West Sacramento, California*
   
154,901
   
3,108
 
Unimproved, residential and commercial land, Gypsum, Colorado
   
139,467
   
(31
)
1,000 square feet of commercial floor coverage area (held within TSV)
   
50,000
   
8,333
 
   
$
56,329,123
 
$
14,728,921
 
*   There is deferred gain related to this sale of $93,233 as of December 31, 2017.
** Includes carryback notes receivable totaling $450,000.

2016 Sales Activity

During the year ended December 31, 2016, we sold seven real estate properties (two partially) with details as follows:

 
 
Net Sales Proceeds**
 
Gain (Loss)
 
Light industrial building, Paso Robles, California
 
$
6,023,679
 
$
4,557,979
 
Commercial building in building complex, Roseville, California
   
455,132
   
280,836
 
169 condominium units and 160 unit renovated and unoccupied apartment building, Miami, Florida (held within TOTB Miami, LLC)*
   
74,072,951
   
19,292,364
 
61 condominium units, Lakewood, Washington (held within Phillips Road, LLC)
   
5,030,384
   
846,998
 
2 improved, residential lots, Auburn, California (held within ZRV)
   
186,353
   
89,675
 
Medical office condominium complex, Gilbert, Arizona (held within ZRV)
   
3,793,870
   
(30,010
)
Unimproved, residential and commercial land, Gypsum, Colorado (three separate sales)
   
1,434,273
   
(540,079
)
   
$
90,966,642
 
$
24,497,763
 
* $32,881,000 of proceeds were used to pay off debt securing the properties and $7,934,000 was distributed to the non-controlling interest.
 
** Includes carryback note receivable of $1,595,000.
 

2018 Foreclosure Activity

During the year ended December 31, 2018, the Company foreclosed on two loans secured by two homes and 20 acres of residential land located in San Ramon, California with principal balances aggregating approximately $1,937,000 and obtained the property via the trustee’s sale. In addition, accrued interest and advances made on the loan (for items such as legal fees and delinquent property taxes) in the total amount of approximately $125,000 were capitalized to the basis of the property. The fair market value of the property acquired was estimated to approximate the Company’s recorded investment in the loans.

2017 Foreclosure Activity

The Company foreclosed on no loans during the year ended December 31, 2017.

56



2016 Foreclosure Activity

During the year ended December 31, 2016, the Company foreclosed on one loan secured by an office property located in Oakdale, California with a principal balance of approximately $1,079,000 and obtained the property via the trustee’s sale. In addition, accrued interest and advances made on the loan (for items such as legal fees and delinquent property taxes) in the total amount of approximately $70,000 were capitalized to the basis of the property. A specific loan allowance has been previously established on this loan of approximately $495,000. This amount was then recorded as a charge-off against the allowance for loan losses at the time of foreclosure, after a reduction of the previously established allowance in the amount of approximately $47,000 as a result of an updated appraisal obtained (net charge-off of $448,000). The property, along with a unit in the building purchased by the Company in 2015, was contributed into a new taxable REIT subsidiary, East G, LLC, in June 2016. The property was sold during 2017 and the LLC was dissolved.

Equity Method Investment in Limited Liability Company

1850 De La Cruz, LLC

During 2008, we entered into an Operating Agreement of 1850 De La Cruz LLC, a California limited liability company (“1850”), with Nanook Ventures LLC (“Nanook”), an unrelated party.  The purpose of the joint venture is to acquire, own and operate certain industrial land and buildings located in Santa Clara, California that were owned by the Company. At the time of closing in July 2008, the two properties were separately contributed to two new limited liability companies, Nanook Ventures One LLC and Nanook Ventures Two LLC that are wholly owned by 1850. The Company and Nanook are the Members of 1850 and NV Manager, LLC is the manager.

During the years ended December 31, 2018, 2017 and 2016, we received capital distributions from 1850 in the total amount of $385,000, $185,000 and $180,000, respectively. The net income to the Company from its investment in 1850 De La Cruz was approximately $383,000, $185,000 and $179,000 for the years ended December 31, 2018, 2017 and 2016, respectively.

Interest and Other Receivables

Interest and other receivables decreased from approximately $2,430,000 as of December 31, 2017 to $1,105,000 as of December 31, 2018 ($1,326,000 or 54.6% decrease) due primarily to the repayment of advances in the amount of approximately $486,000 on one impaired loan with the sale of the final collateral securing the loan and the reduction of a $700,000 receivable due from the tenant of the assisted living facility located in Bensalem, Pennsylvania as part of the sale that was closed during the first quarter of 2018.

Deferred Financing Costs

Deferred financing costs accounted for as assets increased from approximately $27,000 as of December 31, 2017 to $351,000 as of December 31, 2018 ($324,000 increase) due primarily to a loan fee and other related issuance costs paid upon the renewal of the Company’s line of credit during the third quarter of 2018.

Deferred Tax Assets, Net

Deferred tax assets decreased from $3,207,000 as of December 31, 2017 to approximately $2,697,000 as of December 31, 2018 ($510,000 or 15.9% decrease) due primarily to an increase in the valuation allowance recorded against deferred tax assets as a result of lower expected gains from the sales of ZRV assets in the future.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities decreased from approximately $1,390,000 as of December 31, 2017 to $1,246,000 as of December 31, 2018 ($145,000 or 10.4% decrease), due primarily to a decrease in payables as a result of the sales of real estate properties during 2017 and 2018.

57


Forward Contract Liability – Share Repurchase

Forward contract liability decreased from $2,731,000 as of December 31, 2017 to $0 as of December 31, 2018 due to the Settlement Agreement between the Company and Freestone for the purchase of 810,937 of the Freestone Shares. As of December 31, 2017, 669,058 of the Freestone Shares had been repurchased and the remaining 141,879 shares were repurchased on January 12, 2018; thus, requiring the Company to record a liability as of December 31, 2017.
There was no such liability as of December 31, 2018.

Line of Credit Payable

Line of credit payable increased from $1,555,000 as of December 31, 2017 to $1,728,000 as of December 31 2018 ($173,000 or 11.1% increase) due primarily to advances on the line of credit for loan originations and stock repurchases in 2018, net of repayments from loan principal received and proceeds from sales of real estate properties.

Notes and Loans Payable on Real Estate

Notes and loans payable decreased from approximately $30,192,000 as of December 31, 2017 to approximately $12,799,000 as of December 31, 2018 ($17,394,000 or 57.6% decrease) due primarily to the sale of eleven condominiums at ZRV and the repayment of the note payable from the sales proceeds during 2018. The ZRV loan was repaid in full during 2018.

Asset Quality

A consequence of lending activities is that losses will be experienced and that the amount of such losses will vary from time to time, depending on the risk characteristics of the loan portfolio as affected by economic conditions and the financial experiences of borrowers.  Many of these factors are beyond the control of the Company or its management. There is no precise method of predicting specific losses or amounts that ultimately may be charged off on specific loans or on segments of the loan portfolio.

The conclusion that a Company loan may become uncollectible, in whole or in part, is a matter of judgment. Although supervised lenders are subject to regulations that, among other things, require them to perform ongoing analyses of their loan portfolios (including analyses of loan-to-value ratios, reserves, etc.), and to obtain current information regarding their borrowers and the securing properties, we are not subject to these regulations and have not adopted these practices. Rather, management, in connection with the quarterly closing of our accounting records and the preparation of the financial statements, evaluates our loan portfolio. The allowance for loan losses is established through a provision for loan losses based on management’s evaluation of the risk inherent in our loan portfolio and current economic conditions. Such evaluation, which includes a review of all loans on which management determines that full collectability may not be reasonably assured, considers among other matters:

·
prevailing economic conditions;
·
our historical loss experience;
·
the types and dollar amounts of loans in the portfolio;
·
borrowers’ financial condition and adverse situations that may affect the borrowers’ ability to pay;
·
evaluation of industry trends;
·
review and evaluation of loans identified as having loss potential; and
·
estimated net realizable value or fair value of the underlying collateral.

Based upon this evaluation, a determination is made as to whether the allowance for loan losses is adequate to cover probable incurred credit losses in the Company’s loan portfolio. Additions to the allowance for loan losses are made by charges to the provision for loan losses. Loan losses deemed to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts are credited to the allowance for loan losses. As of December 31, 2018, management believes that the allowance for loan losses of approximately $1,478,000 is adequate in amount to cover probable incurred credit losses. Because of the number of variables involved, the magnitude of the swings possible and management’s inability to control many of these factors, actual results may and do sometimes differ significantly from estimates made by management. As of December 31, 2018, seven loans totaling approximately $11,862,000 were impaired. Four of these loans totaling approximately $7,276,000 were past maturity. During the year ended December 31, 2018, we recorded a net decrease in the allowance for loan losses of approximately $350,000 (charge-off against the specific loan loss allowance of $187,000 and decrease in general allowance of $163,000, net of recovery of bad debts of $76,000). Management believes that the allowance for loan losses is sufficient given the estimated fair value of the collateral underlying impaired and past maturity loans and based on historical loss and delinquency factors applied to performing loans by class.

58


Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make distributions to our stockholders and other general business needs.

We believe our available cash and restricted cash balances, other financing arrangements, and cash flows from operations will be sufficient to fund our liquidity requirements for the next 12 months.

We require liquidity to:
 
 
fund future loan investments;
 
 
to develop, improve and maintain real estate properties;
 
 
to repay principal and interest on our borrowings;
 
 
to pay our expenses, including compensation to our Manager;
 
 
to pay U.S. federal, state, and local taxes of our TRSs;
 
 
to distribute annually a minimum of 90% of our REIT taxable income and to make investments in a manner that enables us to maintain our qualification as a REIT; and
 
 
to make tax payments associated with undistributed capital gains.
We intend to meet these liquidity requirements primarily through the following:
 
 
the use of our cash and cash equivalent balances of $1,014,000 (not including restricted cash) as of December 31, 2018;
 
 
cash generated from operating activities, including interest income from our loan portfolio and income generated from our real estate properties;
 
 
proceeds from the sales of real estate properties;
 
 
proceeds from our line of credit;
 
 
proceeds from future borrowings including additional lines of credit; and
 
 
proceeds from potential future offerings of our equity securities.

The following table summarizes our cash flow activity for the periods presented:

 
Year Ended December 31,
 
 
2018
 
2017
 
2016
 
Net cash provided by (used in) operating activities
$
4,860,977
 
$
(1,695,167
)
$
(763,292
)
Net cash provided by investing activities
 
30,629,671
   
28,071,852
)
 
40,542,620
 
Net cash used in financing activities
 
(36,647,163
)
 
(27,640,112
)
 
(41,326,298
)

During the years ended December 31, 2018 and 2017, our cash and cash equivalents decreased approximately $1,157,000 and $1,263,000, respectively.

Operating Activities

Cash flows from operating activities are primarily rental and other income from real estate properties, net of real estate expenses, and interest received from our investments in loans, partially offset by payment of operating expenses. For the years ended December 31, 2018 and 2017, cash flows received from operating activities increased $6,556,000 and decreased $932,000, respectively, as compared to the previous year. The increase during 2018 primarily reflects increased operating income and a decrease in amounts paid to satisfy accounts payable balances during 2018 as compared to 2017. The decrease during 2017 reflects the settlement expense related to the purchase of the Freestone Shares and higher management and service fees and general and administrative expenses, net of increased interest income earned on loans and lower interest expense during 2017, as compared to 2016.

59


Investing Activities

Net cash provided by investing activities for the periods presented reflect our investing activity. For the years ended December 31, 2018 and 2017, cash flows from investing activities increased $2,558,000 and decreased $12,471,000, respectively, as compared to the previous year. Approximately $30,630,000 was provided by investing activities during 2018 as $99,919,000 was received from the sales of real estate properties and the payoff of loans, which was partially offset by an aggregate of $69,289,000 that was used for investment in loans and improvements to real estate properties during the year.
Approximately $28,072,000 was provided by investing activities during 2017 as $125,145,000 was received from the sales of real estate properties and the payoff of loans, which was partially offset by an aggregate of $97,057,000 that was used for investment in loans and improvements to real estate properties during the year.

Financing Activities

Net cash used in financing activities during 2018 totaled approximately $36,647,000 and consisted primarily of $17,373,000 of net repayments on our line of credit and notes payable, $12,369,000 of treasury stock purchases, $6,465,000 of dividends paid to stockholders and $440,000 payment of deferred financing costs.  Net cash used in financing activities during 2017 totaled approximately $27,640,000 and consisted primarily of $6,850,000 of net repayments on our lines of credit and notes payable, $16,532,000 of treasury stock purchases and $4,245,000 of dividends paid to stockholders.

Dividends

We intend to make regular quarterly distributions to holders of our Common Stock. U.S. federal income tax law generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and to the extent that it annually distributes less than 100% of its REIT taxable income, including capital gains, in any taxable year, that it pay tax at regular corporate rates on that undistributed portion. We intend to make regular quarterly distributions to our stockholders in an amount equal to or greater than our REIT taxable income, if and to the extent authorized by our Board of Directors and subject to operating restrictions included in the Merger Agreement. Before we make any distributions, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our debt payable. If our cash available for distribution is less than our REIT taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.

Off-Balance Sheet Arrangements

We do not have any relationship