| Schedule of balance and payment activity of borrowings of the subsidiaries |
The following table summarizes the Company’s outstanding mortgage notes as of September 30, 2013 and December 31, 2012: | | | | | | | | | | | | | | | | | Interest Rate | | Date of Mortgage Note | | Maturity Date | | September 30, 2013 | | December 31, 2012 | Red Mortgage Capital, Inc (12 properties) | 6.845 | % | | June 2008 | | July 2015 | | $ | — |
| | $ | 71,978 |
| Red Mortgage Capital, Inc (2 properties) | 7.17 | % | | September 2008 | | July 2015 | | — |
| | 7,332 |
| KeyCorp Real Estate Capital Market (1) | 4.76 | % | | April 2012 | | May 2022 | | 15,372 |
| | 15,549 |
| Liberty Bank (1 property) (2) | 4.50 | % | | January 2013 | | February 2020 | | 7,618 |
| | — |
| Liberty Bank (1 property) (2) | 4.00 | % | | July 2012 | | August 2019 | | 10,479 |
| | — |
| Subtotal | | | | | | | 33,469 |
| | 94,859 |
| Unamortized premium | | | | | | | — |
| | 373 |
| Unamortized discount | | | | | | | (215 | ) | | — |
| Total | | | | | | | $ | 33,254 |
| | $ | 95,232 |
|
| | (1) | On April 24, 2012, the Company refinanced a bridge loan for the Greenfield properties by entering into three separate non-recourse loans (each a Greenfield Loan and collectively the Greenfield Loans) with KeyCorp Real Estate Capital Markets, Inc. (KeyCorp) for an aggregate amount of approximately $15,680. The Greenfield Loans bear interest at a fixed rate of 4.76%, amortize over a 30-year period, provide for monthly interest and principal payments commencing on June 1, 2012 and mature on May 1, 2022. The Greenfield Loans are secured by separate cross-collateralized, cross-defaulted first priority deeds of trust on each of the Greenfield properties. The Greenfield Loans are non-recourse to the Company except for certain non-recourse carveouts (customary for transactions of this type), as provided in the related guaranty agreements for each Greenfield Loan. Each Greenfield Loan contains typical representations and covenants for loans of this type. A breach of the representations or covenants could result in a default under each of the Greenfield Loans, which would result in all amounts owing under each of the Greenfield Loans to become immediately due and payable since all of the Greenfield Loans are cross-defaulted. In June 2012, KeyCorp sold each of the Greenfield Loans to Federal Home Loan Mortgage Corporation (Freddie Mac) under Freddie Mac’s Capital Markets Execution (CME) Program. As of September 30, 2013, the Company was in compliance with respect to all financial covenants related to the Greenfield Loans. |
| | (2) | Effective February 2013, in connection with the acquisition of a 75% interest in Care Cal JV LLC by Care, the properties are encumbered by two separate loans from Liberty Bank with an aggregate balance of $18,097 as of September 30, 2013. Both of these loans amortize over a thirty year period at the fixed rates outlined in the table above. These loans are secured by separate first priority deeds of trust on each of the properties. Each of these loans contains typical representations and covenants for loans of this type. A breach of representations or covenants could result in a default under each of these loans, which would result in all amounts owing under the applicable loan to become immediately due and payable. |
The following table summarizes the balance and payment activity of the borrowings of the Company's subsidiaries: | | | | | Opening Balance on July 31, 2012 | $ | 100,000 |
| Principal payments | (2,083 | ) | Additional note December 28, 2012 | 2,500 |
| Unpaid principal balance at December 31, 2012: | 100,417 |
| Principal payments | (3,917 | ) | Credit Agreement September 18, 2013 | 50,000 |
| Unpaid Principal balance at September 30, 2013 | $ | 146,500 |
|
|
| Schedule of debt obligations of the CLO's consolidated by Tiptree |
The tables below summarize the debt obligations of the CLOs consolidated by the Company as of September 30, 2013 and December 31, 2012: | | | | | | | | | | | | | | | | | September 30, 2013 | | Aggregate Principal amount | | Spread over three Months LIBOR | | Unamortized Discount | | Carrying Amount | Description | | | | | | | | Telos 4 (maturity July 2024) | | | | | | | | Class A | $ | 214,000 |
| | 1.30 | % | | $ | 984 |
| | $ | 213,016 |
| Class B | 46,500 |
| | 1.80 | % | | 2,111 |
| | 44,389 |
| Class C | 29,000 |
| | 2.75 | % | | 1,430 |
| | 27,570 |
| Class D | 19,250 |
| | 3.50 | % | | 1,592 |
| | 17,658 |
| Class E | 16,000 |
| | 5.00 | % | | 2,009 |
| | 13,991 |
| Class X | 3,500 |
| | 0.95 | % | | — |
| | 3,500 |
| Subordinated | 10,700 |
| | N/A |
| | 527 |
| | 10,173 |
| | | | | | | | |
| | | | | | | | | | | | | | | | Telos 3 (maturity October 2024) | | | | | | | | Class A | 225,000 |
| | 1.42 | % | | — |
| | 225,000 |
| Class B | 36,500 |
| | 2.25 | % | | — |
| | 36,500 |
| Class C | 26,500 |
| | 3.00 | % | | 582 |
| | 25,918 |
| Class D | 18,000 |
| | 4.25 | % | | 837 |
| | 17,163 |
| Class E | 15,000 |
| | 5.50 | % | | 1,537 |
| | 13,463 |
| Class F | 6,000 |
| | 5.50 | % | | 756 |
| | 5,244 |
| Subordinated | 29,000 |
| (1) | N/A |
| | 1,364 |
| | 27,636 |
| | | | | | | | | Telos 2 (maturity April 2022) | | | | | | | | Class A-1 | 241,000 |
| | 0.26 | % | | 31,506 |
| | 209,494 |
| Class A-2 | 40,000 |
| | 0.40 | % | | 8,941 |
| | 31,059 |
| Class B | 27,500 |
| | 0.55 | % | | 7,716 |
| | 19,784 |
| Class C | 22,000 |
| | 0.95 | % | | 9,668 |
| | 12,332 |
| Class D | 22,000 |
| | 2.20 | % | | 12,095 |
| | 9,905 |
| Class E | 16,000 |
| | 5.00 | % | | 13,210 |
| | 2,790 |
| Subordinated | 2,000 |
| | N/A |
| | 1,670 |
| | 330 |
| | | | | | | | | Telos 1 (maturity October 2021) | | | | | | | | Class A-1D | 49,560 |
| | 0.27 | % | | 6,328 |
| | 43,232 |
| Class A-1R | 18,584 |
| | 0.29 | % | | 2,374 |
| | 16,210 |
| Class A-1T | 68,145 |
| | 0.27 | % | | 8,697 |
| | 59,448 |
| Class A-2 | 60,000 |
| | 0.40 | % | | 13,132 |
| | 46,868 |
| Class B | 27,200 |
| | 0.49 | % | | 7,467 |
| | 19,733 |
| Class C | 22,000 |
| | 0.85 | % | | 9,468 |
| | 12,532 |
| Class D | 22,000 |
| | 1.70 | % | | 11,763 |
| | 10,237 |
| Class E | 16,000 |
| | 4.25 | % | | 12,942 |
| | 3,058 |
| Subordinated | 40,223 |
| | N/A |
| | 26,832 |
| | 13,391 |
| | $ | 1,389,162 |
| | | | $ | 197,538 |
| | $ | 1,191,624 |
|
| | (1) | In addition to original amount of $24,000 reflects $5,000 issued by Telos 3 to a third party. |
| | | | | | | | | | | | | | | | | December 31, 2012 | | Aggregate Principal amount | | Spread over three Months LIBOR | | Unamortized Discount | | Carrying Amount | Description | | | | | | | | Telos 2 (maturity April 2022) | | | | | | | | Class A-1 | $ | 241,000 |
| | 0.26 | % | | $ | 33,980 |
| | $ | 207,020 |
| Class A-2 | 40,000 |
| | 0.40 | % | | 9,592 |
| | 30,408 |
| Class B | 27,500 |
| | 0.55 | % | | 8,248 |
| | 19,252 |
| Class C | 22,000 |
| | 0.95 | % | | 10,223 |
| | 11,777 |
| Class D | 22,000 |
| | 2.20 | % | | 12,633 |
| | 9,367 |
| Class E | 16,000 |
| | 5.00 | % | | 13,340 |
| | 2,660 |
| Subordinated | 2,000 |
| | N/A |
| | 1,719 |
| | 281 |
| | | | | | | | | Telos 1 (maturity October 2021) | | | | | | | | Class A-1D | 80,000 |
| | 0.27 | % | | 11,097 |
| | 68,903 |
| Class A-1R | 30,000 |
| | 0.29 | % | | 4,163 |
| | 25,837 |
| Class A-1T | 110,000 |
| | 0.27 | % | | 15,258 |
| | 94,742 |
| Class A-2 | 60,000 |
| | 0.40 | % | | 14,163 |
| | 45,837 |
| Class B | 27,200 |
| | 0.49 | % | | 8,026 |
| | 19,174 |
| Class C | 22,000 |
| | 0.85 | % | | 10,065 |
| | 11,935 |
| Class D | 22,000 |
| | 1.70 | % | | 12,371 |
| | 9,629 |
| Class E | 16,000 |
| | 4.25 | % | | 13,148 |
| | 2,852 |
| Subordinated | 40,223 |
| | N/A |
| | 28,145 |
| | 12,078 |
| | $ | 777,923 |
| | | | $ | 206,171 |
| | $ | 571,752 |
|
|