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Notes Receivable and Allowance for Loan Losses
12 Months Ended
Dec. 31, 2020
Receivables [Abstract]  
Notes Receivable and Allowance for Loan Losses Notes Receivable and Allowance for Loan Losses
Notes Receivable 

The Company had the following loans receivable outstanding as of December 31, 2020 and December 31, 2019 ($ in thousands):
    
Outstanding loan amountMaximum loan commitmentInterest rateInterest compounding
Development ProjectDecember 31, 2020December 31, 2019
The Residences at Annapolis Junction$— $40,049 N/AN/A
(a)
N/A
Delray Plaza14,289 12,995 17,000 15.0 %
(a)(b)
Annually
Nexton Square— 15,097 N/AN/AN/A
Interlock Commercial85,318 59,224 103,000 15.0 %
(c)
None
Solis Apartments at Interlock28,969 25,588 41,100 13.0 %Annually
Total mezzanine128,576 152,953 $161,100 
Other notes receivable6,809 1,147 
Notes receivable guarantee premium2,631 5,271 
Allowance for credit losses(2,584)— 
Total notes receivable$135,432 $159,371 
_______________________________________
(a) Loan was placed on nonaccrual status effective April 1, 2020.
(b) $2.0 million of this loan is subject to an interest rate of 6%.
(c) $3.0 million of this loan is subject to an interest rate of 18%.
Interest on the mezzanine loans is accrued and funded utilizing the interest reserves for each loan, which are components of the respective maximum loan commitments, and such accrued interest is added to the loan receivable balances. The Company recognized interest income for the years ended December 31, 2020, 2019, and 2018 as follows (in thousands):
Years Ended December 31, 
Development Project202020192018
1405 Point$— $783 $2,080 
The Residences at Annapolis Junction2,468 
(a)(b)
8,776 
(b)
4,939 
(b)
North Decatur Square— 1,509 2,212 
Delray Plaza489 
(a)
1,622 928 
Nexton Square1,177 1,962 235 
Interlock Commercial12,267 
(c)
6,142 
(c)
202 
Solis Apartments at Interlock3,382 2,333 55 
Total mezzanine19,783 23,127 10,651 
Other interest income58 88 78 
Total interest income$19,841 $23,215 $10,729 
________________________________________
(a) Loan was placed on nonaccrual status effective April 1, 2020.
(b) Includes amortization of the $5.0 million loan modification fee paid by the borrower in November 2018. Additionally, the 2020 and 2019 amounts include $1.5 million and $0.5 million, respectively, of interest income recognition relating to an exit fee that was due upon repayment of the loan.
(c) The 2020 and 2019 amounts included $2.3 million and $0.6 million, respectively, of interest income recognition relating to an exit fee that is due upon repayment of the loan.

1405 Point

On October 15, 2015, the Company entered into a note receivable with a maximum principal balance of $28.2 million for the 1405 Point project in the Harbor Point area of Baltimore, Maryland (also known as Point Street Apartments).

On April 24, 2019, the Company exercised its option to purchase 79% of the interest in the partnership that owns 1405 Point in exchange for extinguishing its note receivable on the project and a cash payment of $0.3 million. The Company consolidated the project in its consolidated financial statements for the year ended December 31, 2019. The project was acquired subject to a loan payable of $64.9 million.

The Residences at Annapolis Junction

On April 21, 2016, the Company entered into a note receivable with a maximum principal balance of $48.1 million in the Annapolis Junction residential component of the Annapolis Junction Town Center project in Maryland ("Annapolis Junction"). The Residences at Annapolis Junction is an apartment development project with 416 residential units. It is part of a mixed-use development project that is also planned to have 17,000 square feet of retail space and a 150-room hotel. Annapolis Junction Apartments Owner, LLC ("AJAO") is the developer of the residential component and engaged the Company to serve as construction general contractor for the residential component. The Residences at Annapolis Junction opened during 2017 and 2018.
 
On October 30, 2020, the Company acquired 79% of AJAO. As part of this purchase, the Company extinguished its note receivable for this project, assumed an $83.4 million senior loan, and made a cash payment of $0.2 million. The Company consolidated the project in its consolidated financial statements for the year ended December 31, 2020.

North Decatur Square

On May 15, 2017, the Company invested in the development of an estimated $34.0 million Whole Foods-anchored center located in Decatur, Georgia. The Company's investment was in the form of a mezzanine loan of up to $21.8 million to the developer, North Decatur Square Holdings, LLC ("NDSH"). Interest on the loan had accumulated at a rate of 15.0% per annum. During 2018, this loan was modified to increase the maximum amount of the loan to $29.7 million due to an increase in the square footage of the Whole Foods store.
On July 22, 2019, the borrower paid off the North Decatur Square note receivable in full. The Company received the outstanding principal and interest in the amount of $20.0 million.

Delray Plaza

On October 27, 2017, the Company invested in the development of an estimated $20.0 million Whole Foods-anchored center located in Delray Beach, Florida. The Company's investment was in the form of a mezzanine loan of up to $13.1 million to the developer, Delray Plaza Holdings, LLC ("DPH"). The Company has agreed to guarantee payment of up to $4.8 million of the senior construction loan. On January 8, 2019, this loan was modified to increase the maximum amount of the loan to $15.0 million and the payment guarantee amount increased to $5.2 million. The mezzanine loan bears interest at a rate of 15.0% per annum.

During 2020, the Delray Plaza loan was modified to (i) increase the maximum amount of the loan to $17.0 million, with $2.0 million of additional funds borrowed at an interest rate of 6% in order to fund final development activities, (ii) extend the maturity date to April 1, 2020, and (iii) require the borrower to tender 125,843 Class A Units that were pledged as collateral for this loan and establish a $2.5 million reserve account to be used for certain unpaid development project costs.

Management has concluded that this entity is a VIE. Because DPH is the developer of Delray Plaza, the Company does not have the power to direct the activities of the project that most significantly impact its performance. Therefore, the Company is not the project's primary beneficiary and does not consolidate the project in its consolidated financial statements.

Nexton Square

On August 31, 2018, the Company financed a $2.2 million bridge loan to SC Summerville Brighton, LLC ("Brighton"), the developer of Nexton Square, a shopping center development project located in Summerville, South Carolina. The shopping center may comprise as many as 16 buildings. The loan was subsequently increased to $17.0 million.

On September 22, 2020, the Company exercised its option to purchase Nexton Square for $17.9 million cash and the assumption of a note payable of $22.9 million. The Company also incurred capitalized acquisition costs of $0.2 million. The developer of this property repaid the Company's mezzanine note receivable of $16.4 million at the time of the acquisition.

Interlock Commercial

In October 2018, the Company financed a bridge loan with a maximum commitment of $4.0 million to The Interlock, LLC ("Interlock"), the developer of the office and retail components of The Interlock, a new mixed-use public-private partnership with Georgia Tech in West Midtown Atlanta. This loan was subsequently modified as described below.

On December 21, 2018, the Company entered into a mezzanine loan agreement with Interlock for a maximum principal amount of $67.0 million and a total maximum commitment, including accrued interest reserves, of $95.0 million. The previous loan was repaid from proceeds of the mezzanine loan. The mezzanine loan bears interest at a rate of 15.0% per annum and matures at the earlier of (i) 24 months after the original maturity date or earlier termination date of the senior construction loan or (ii) any sale, transfer, or refinancing of the project. In the event that the maturity date is established as being 24 months after the original maturity date or earlier termination date of the senior construction loan, Interlock will have the right to extend the maturity date for 5 years.

On April 19, 2019, the borrower executed its senior construction loan, and the Company's payment guarantee of up to $30.7 million became effective. See Note 15 for additional information. See Note 18 for additional discussion.

In May 2020, the Company modified the Interlock Commercial loan to allow for an additional $8.0 million of loan funding; this additional loan funding may be available for cost overruns as well as the building of townhome units as an additional phase of this development project. The borrower subsequently decided to forego development of these townhome units. The borrower also modified the senior construction loan on the project.
On October 2, 2020, the Interlock Commercial loan was modified to decrease the exit fee, subject to the satisfaction of certain conditions. As a result, the exit fee for this loan may range from $6.5 million to $7.5 million.The Company has reduced its estimate of exit fees to be collected to $6.5 million and prospectively adjusted the recognition of the exit fee in interest income. The Company has recognized $2.9 million of this fee as of December 31, 2020.

Management has concluded that this entity is a VIE. Because Interlock is the developer of The Interlock, the Company does not have the power to direct the activities of the project that most significantly impact its performance. Therefore, the Company is not the project's primary beneficiary and does not consolidate the project in its consolidated financial statements.

Solis Apartments at Interlock

On December 21, 2018, the Company entered into a mezzanine loan agreement with Interlock Mezz Borrower, LLC ("Solis Interlock"), the developer of Solis Apartments at Interlock, which is the apartment component of The Interlock. The mezzanine loan has a maximum principal commitment of $25.2 million and a total maximum commitment, including accrued interest reserves, of $41.1 million. The mezzanine loan bears interest at a rate of 13.0% per annum and matures on the earlier of (a) the later of (i) December 21, 2021 or (ii) the maturity date or earlier termination date of the senior construction loan, including any extensions of the senior construction loan, or (b) the date of any sale of the project or refinance of the loan.

Management has concluded that this entity is a VIE. Because Solis Interlock is the developer of Solis Apartments at Interlock, the Company does not have the power to direct the activities of the project that most significantly impact its performance. Therefore, the Company is not the project's primary beneficiary and does not consolidate the project in its consolidated financial statements.

Harbor Point Parcel 3

On December 15, 2020, the Company funded a $6.8 million loan to Harbor Point Parcel 3 Holdings, LLC ("Parcel 3 Holdings"), the developer and the Company's joint venture partner for the development of future Harbor Point Parcel 3 office building in Baltimore, Maryland. Harbor Point Parcel 3 is a project to develop and build T. Rowe Price's new 450,000 square feet global headquarters in Baltimore's Harbor Point. The loan bears interest at a rate of 6% per annum and is secured by the joint venture membership interest held by Parcel 3 Holdings. The loan matures on December 1, 2021 and has an option to extend the maturity date to March 1, 2022.

Guarantee liabilities

As of December 31, 2020, the Company had outstanding payment guarantees for the senior loans on Delray Plaza, and Interlock Commercial as described above. As of December 31, 2020 and 2019, the Company has recorded a guarantee liability of $2.6 million and $5.3 million, respectively, representing their unamortized fair value. These guarantees are classified as other liabilities on the Company's consolidated balance sheets, with a corresponding adjustment to the notes receivable balance on the consolidated balance sheets. See Note 18 for additional information on the Company's outstanding guarantees.

Allowance for Loan Losses

The Company is exposed to credit losses primarily through its mezzanine lending activities. As of December 31, 2020, the Company had three mezzanine loans, all of which are secured by second liens on development projects in various stages of completion or lease-up. Each of these projects is subject to a loan that is senior to the Company’s mezzanine loan. Interest on these loans is paid in kind and is generally not expected to be paid until a sale of the project after completion of the development.

The Company updated the risk ratings for each of its notes receivable as of December 31, 2020 and obtained industry loan loss data relative to these risk ratings. The Company’s analysis resulted in an allowance for loan losses of approximately $2.6 million as of the year ended December 31, 2020.
The following table presents amortized cost basis of the portfolio by year of origination and risk rating as of December 31, 2020 (in thousands):

Year of Origination
Risk Ratings20202019201820172016Total
Pass$6,766 $— $115,082 $— $— $121,848 
Special Mention— — — — — — 
Substandard— — — 13,570 — 13,570 
Total amortized cost basis$6,766 $— $115,082 $13,570 $— $135,418 

As of December 31, 2019, there was no allowance for loan losses. At December 31, 2020, the Company reported $135.4 million of notes receivable, net of allowances of $2.6 million. Changes in the allowance for the year ended December 31, 2020 were as follows (in thousands):
Twelve Months Ended December 31, 2020
Beginning balance (December 31, 2019)$— 
Cumulative effect of accounting change2,825 
Unrealized credit loss provision256 
Extinguishment due to acquisition(497)
Ending balance$2,584 

As of December 31, 2019, there were no loans on nonaccrual status. During the year ended December 31, 2020, the Company placed the loans for Delray Plaza and The Residences at Annapolis Junction on nonaccrual status with total amortized cost basis of $13.6 million. As a result, there was $5.1 million of interest income not recognized during the twelve months ended December 31, 2020.