Lakewood Holding Company

The LPOA assigned all of the property and physical assets of the Lakewood Oaks Country Club to the Lakewood Holding Company. THE LAKEWOOD HOLDING COMPANY OWNS THE CLUBHOUSE, NOT THE LPOA. The Lakewood Holding Company pays all the bills, taxes, insurance and mortgage principal and interest. LPOA pays none of this.

Note: we all “OWN” homes and we don’t get to use them for free. We still have to pay the utilities, taxes, insurance and mortgage. If we don’t own it and live in it, we are either a renter who reimburses the Landlord with a rent payment (and then pays the utilities themselves), or we are squatters who live there illegally.

Also, the LPOA /LHC Board is required to make choices that are equally beneficial to both parties. Giving away 83% of space of the Clubhouse to a tenant for free or reduced costs would not be beneficial to the LHC. Based on a variety of variables, doing this may also cost them their tax exempt status.

In 2007, the LPOA Board agreed to a total price of $3,100,000 to acquire the assets of the former Lakewood Oaks Golf Club, Ltd II. (Note: At the time, the estimated replacement cost for the assets were valued at $8.8million.)

However, the LPOA has never paid towards the golf course loan. Additionally, the dues of the LPOA were not increased or impacted by the acquisition. The LPOA had a small amount of reserves saved in 2007 without earmarks, and used these reserves to invest in the LHC.

The LPOA has not paid even $1 of the mortgage for the assets they assigned to the Lakewood Holding Company. The LHC has paid all mortgage payments directly, since the beginning of the loan.

Summary of Promissory Note Content:

When the LPOA assigned the assets to the Lakewood Holding Company upon acquisition, the LPOA loaned the LHC $586,746 cash (essentially a 20% equity down payment), so that the LHC could purchase the equity shares held by the members of the former Lakewood Oaks Golf Club Ltd. II.

After the LHC received the $586,746 from LPOA to pay off the member equity, the balance of the $3,100,000 acquisition price was reduced to $2,513,253 (80%). This portion was paid out to U.S. Bank (to the Equity Members) by a loan taken out by the Lakewood Holding Company through Bank of Lee’s Summit. The LHC loan was backed by the LPOA, but did not cost the LPOA money.

(In very loose terms, you could consider the 80% loan as being acquired by the LHC but co-signed by the LPOA. If the LHC dissolved or was unable to pay the loan, the LPOA has backed the loan and would be responsible. This relationship still applies today.).

During the first 2 years of the acquisition, the LPOA did end up providing additional operating cash infusions of $376,369, and increased the promissory note accordingly, which stands at $963,115 currently.

As of 2024, the LHC only has about $850,000 left of the $2,513,253 bank loan to pay off, while the facility was valued at $10.3m replacement cost in 2017.

18 years of Boards and Advisors have operated with the strategy that it is in the best interest of both entities that the bank loan get paid off first, which will balloon in Dec 2024. It is likely that after the LHC pays off their bank loan, they may then prioritize reimbursing the LPOA for some of the cash advances from early in the acquisition process. This would be done strategically so as not to negatively impact the equity stake held by the LPOA.

To find additional details about the equity loans LPOA provided to LHC during 2007-2008, please read “The History of the Investment Promissory Note issued by the LPOA (Lender) to the LHC (Borrower)”, under the Members Only Login.
Annually, the only funding that goes from the LPOA to the LHC is the lease line item, out of the LPOA Operating Budget, Administrative Department. Again, this lease payment is comparable to the Operations and Maintenance costs of the previous two clubhouses that LPOA owned.

The Clubhouse spans 21,153 sq ft, with the LPOA utilizing 17,497 sq ft, representing 83% of the space, while the Golf Course uses 17%.

The LPOA uses the facility for the following:

• • Staff offices for LPOA
  • 2 Food & Beverage services that are operated by LPOA and available to all 2400 residents
  • Banquet Hall for resident rentals and for special events sponsored by the LPOA, all year round
  • Meeting space for monthly Board meetings and Annual meetings, all year round
    The August Room which is available for committee meetings, clubs, pilates, yoga, girl scouts, and a line item of $30k worth of No-Fee Use meeting space on behalf of residents

The Golf Course uses the indoor space for:

• • Pro Shop on the lower floor
  • Staff offices
  • Men’s and Women’s lockers
  • *They use the Augusta room and/or Banquet Hall space for Monday tournaments during golf season, but they pay fees to the LPOA for use of these rooms.

The total annual cost to operate the clubhouse is approximately $510,000, paid by the LHC. The LPOA pays $360k annually to the LHC for the lease of their space. The LPOA covers only 70% of the operating costs but utilizes 83% of the building.

No. The interest rate payments of 1.53% ($14,735.67/yr) are just a small fraction of the ROI received from the investment of the LHC. The LPOA has a long list of ROIs that have been realized from the initial $963k investment in the LHC, in 2007:

1. 1. Maintaining and securing the safety of the home values tied to our golf community, including 700 homes that are immediately on or around the course, and the other 1700 homes that are adjacent.
   2. Creating financial efficiencies in annual recurring costs for management, equipment, and physical space that are shared inside the Lakewood Oaks Clubhouse.
   3. Being able to provide a clubhouse space and restaurant for Lakewood residents when Lakewood was unable to provide these things for itself, back in 2010 and 2016 when there had been no reserves saved at the end of life of the Cove Clubhouse or Bayview Clubhouse.
   4. Being able to provide residents with 6 tee times per year to a Golf Course that had been previously private, and access to the Food and Beverage and Event space in the building, that had been previously only available to private members.
   5. Being relieved of the Food and Beverage operations fees that the LHC subsidized for LPOA, from 2008 – 2011, averaging about $265k per year with inflation ($795,000 over 3 years). The LHC paid for these fees on behalf of all 2400 residents who suddenly had access to the Clubhouse restaurant, which had previously been private to golf members only.

Although there are many misconceptions that dues increases over the last 15 years has been attributed to the Golf Course lease, it’s simply not true. The LHC Lease today is comparable to what had always been budgeted for operations for the two previous clubhouses when factored up by inflation.

Again, when the old Clubhouses were fully operational with staff offices and food and beverage services, their original operational expenses equaled about:

• • 2006 | Cove – $165,000, Bayview – $83,000, about 10,600 sq ft
  • Totaling $248,000 per year, ($381,750/inflation)
  • By comparison, the current LHC/LPOA lease is just $360,082, for 17,497 sq ft.

This means the LPOA is paying almost $20,000 less per year now for almost 7000 more sq ft, than we were in 2006.

The trend in increased dues in the last several years has actually been largely due to:

Reserve Funding:

1. 1. Funding the Reserve Funds that had been missing prior to 2015, at variable amounts leading up to the current level of funding of $955,000 in 2024, which includes $320,000 of debt P&I and $250,000 in accelerated debt reduction payments. This comes from the LIP Budget.

Debt Paydown:

1. 1. Payments of of $320,134 in annual debt burden, through May 2025
   2. Debt includes what was incurred in 2015 under Program 2020, when LPOA had to replace the Cove Pavilion, East Lake Pool, and East Lake Marina electrical renovations, all at the same time (without an existing reserve fund).
   3. Paying down the 2020 investment of the brand new slips at both marinas, with an additional 78 additional boat slips. This investment has generated an increase in annual boat slip revenue.
   4. Most new projects for the last several years have been on hold until this debt has been completed; only the most important maintenance projects have been completed.

The Appeals Court Ruling in Davis et al vs LPOA:

The ruling in 2018 initiated a change in the process that had been used for the previous 46 years by the LPOA for formulating dues increases. The new dues formula instructions provided by the court in 2018 has had an impact on the way our dues are formulated each year, resulting in less flexibility for the LPOA to fulfill their annual fiduciary duty. This topic will be covered under separate cover.

Note: The debt balloons in May 2025, and the Finance Committee recommends that we pay off the note in full, in order to relieve the LPOA of this $320,134/annual debt burden.

This Debt payoff in May 2025 is triggering the need for strategic decisions about how to move forward intentionally once the burden of the $320,134 annual expense has been lifted. The 2024 Strategic Vision Ad Hoc Committee is tasked with providing guidance on next steps, based on community feedback.

The LPOA files its IRS taxes as an 1120h Homeowners Association. The Lakewood Holding Company is a 501c7 not for profit. The LPOA CAN NOT own stock in the Lakewood Holding Company.

The LPOA CAN NOT pull money out of the LHC. The LPOA CAN NOT misuse the Lakewood Holding Company, which the LPOA controls, and steal services from the Lakewood Holding company. Therefore, an arm’s length transaction must be in place (Lease) and priced at fair market value (current lease rate).

The interest rate income from the LHC loan has ranged from 1.5% to 5% over the last 18 years. For 15 out of those 18 years (2007-2024), this rate has been in excess of the federal rate, which had hovered at 0.25% for many years.

After seeing historic increases in the reserve fund rate in the last 2 years (up from 0.25% to 5.50% to tame inflation), the LPOA/LHC boards are certainly capable of updating the repayment rate to keep up with the reserve rate at whatever frequency and pace they choose in the future.

The details of the interest rate paid on the loan from the LPOA to the LHC

In 2007, the LPOA invested $586,747.24 to the LHC as an equity down payment to purchase the Golf Course, and then another unexpected $376,368.36 in lines of credit over the first 2 years of the acquisition. This totaled $963,115.60 that the LPOA invested in the acquisition of the LHC during its first years of management, from 2008-2010.

As of 2024, the LHC pays to the LPOA interest on the promissory note in the amount of 1.53%.

• • During the period of 2008 to 2010 the LHC was paying 5%. ($48,155.78/yr)
  • The LHC has been paying 1.53% since 2011. ($14,735.67/yr)

Why are these the interest rates?

The auditor’s recommendations have always been to stay consistent with the federal funds rate, as well as the money market rates that we were receiving from Wells Fargo on our LPOA Reserves. Those rates were at a fraction of 1% (.04% avg.) for many years while the LHC still continued to pay 1.53%. (See chart below).

People like the HOA in a guaranteed money market account would be getting 0.04% if they invested. The LPOA was getting paid 0.04% and actually paying 1.3.

Only recently, in the last 24 months, have the rates topped the 1.53 % the LHC is currently paying. All Boards of Directors have been prudent in establishing this rate and letting it stand as an average and fair rate.

Every year, the LPOA and LHC Board of Directors analyzes this rate and can, at any time that they feel it is prudent, raise or lower it as they deem fair to both entities.

• • The Federal Open Market Committee (FOMC) raised interest rates 11 times in the span of about a year and a half, bringing the federal funds rate to a 23-year high of 5.25-5.5 percent.
  • Throughout history, the Fed’s key rate has been as high as 19-20 percent and as low as 0-0.25 percent.