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RELATED PARTIES
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
RELATED PARTIES
RELATED PARTY TRANSACTIONS

Notes Payable

As described further in Note 7, the Company has an outstanding note payable to SRE Monarch in the amount of $5.0 million. SRE Monarch is a related party of Seth Singerman, one of the Company’s directors and an affiliate of one of our preferred equity holders. The SRE Note bears interest at a per annum base rate of 16%, and is subject to increase in the event it is not repaid in full on or prior to the maturity date or extended maturity date. During the three and nine months ended September 30, 2016, we incurred interest expense on the SRE Note totaling $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2015, we incurred interest expense on the SRE Note totaling $0.1 million and $0.6 million, respectively.

The original maturity date of the SRE Note was April 24, 2015. During 2015 and 2016, the Company entered into a series of amendments to extend the SRE Note’s maturity date, for which the latest extension was executed on September 23, 2016. The current maturity date is December 22, 2016. The Company paid all accrued interest at the date of each amendment, and incurred various extension fees totaling $0.5 million, of which $0.1 million was paid during the nine months ended September 30, 2015, and $0.4 million was paid during the nine months ended September 30, 2016. The extension fees are being amortized over each extension term. Any unpaid interest is due upon maturity.

Line of Credit

In March 2016 a subsidiary of the Company executed an agreement with SRE Monarch for a revolving secured line of credit facility (“SRE Revolver”). The SRE Revolver had an initial advance limit of $2.5 million subject to an increase to $4.0 million with 12 days written notice and the payment of a $25,000 fee. Additionally, upon each advance, the Company must pay a $50,000 advance fee. Upon entering into the SRE Revolver, the Company paid a facility fee and other closing costs totaling $0.2 million. All amounts advanced under the SRE Revolver may be prepaid in whole or in part without premium or penalty. During April 2016, we drew our initial advance in the amount of $2.5 million, and during August 2016 we drew the remaining $1.5 million, in order to provide additional working capital for the Company. Additionally, we negotiated an extension of the SRE Revolver’s maturity date from September 23, 2016 to December 22, 2016 and incurred additional extension fees of $0.2 million to SRE Monarch. In connection with this this line of credit, we incurred total fees during 2016 totaling $0.5 million which have been or are being amortized to interest expense using the effective interest method over the term of the line of credit.

Contractual Agreements
 
Juniper Capital Partners, LLC and Related Entities

In July 2014, the Company entered into a consulting services agreement (the “Consulting Agreement”) with JCP Realty Advisors, LLC (“JCP”), an affiliate of Juniper Capital and one of the Series B Investors, pursuant to which JCP agreed to perform various services for the Company, including, but not limited to, (a) advising the Company with respect to identifying, structuring, and analyzing investment opportunities, and (b) assisting the Company in managing and liquidating assets, including non-performing assets. The initial term of the Consulting Agreement is three years and is automatically renewable for an additional two years unless notice of termination is provided.

JCP is entitled to an annual base consulting fee of $0.6 million under the Consulting Agreement (subject to possible upward adjustment based on annual review by our board of directors). In addition to the annual base consulting fee, JCP may be entitled to certain additional fees in connection with loans made by the Company or its affiliates to persons or opportunities arising through the efforts of JCP. JCP is also entitled to legacy fee payments derived from the disposition of certain assets held by the Company as of December 31, 2010, at an amount equal to 5.5% of the positive difference derived by subtracting (i) 110% of our December 31, 2010 valuation mark of that asset then owned by us from the (ii) the gross sales proceeds, if any, from sales of that asset (on a legacy asset by asset basis without any offset for losses realized on any individual asset sales).

During the three months ended September 30, 2016 and 2015, we incurred base consulting fees to JCP of $0.2 million for each period. During the nine months ended September 30, 2016 and 2015, we incurred base consulting fees to JCP of $0.5 million for each period. The consulting fees are included in professional fees in the accompanying condensed consolidated statement of operations. During the three months ended September 30, 2016 and 2015, JCP earned no legacy fees. During the nine months ended September 30, 2016 and 2015, JCP earned legacy fees in the amount of $0.1 million.
SRE Fee Agreement

In July 2014, we entered into an agreement with SRE, an affiliate with one of our directors, pursuant to which SRE is entitled to certain fees if we make or enter into loans or investments originated or identified by SRE. The Company made no payments under this agreement during the three or nine months ended September 30, 2016 or 2015.

Investment in Lakeside JV

As described further in Note 5, during 2015, the Company syndicated $1.7 million of its equity investment in Lakeside JV to several investors by selling equity interests in LDV Holdings, of which $1.4 million was sold to various related parties, including $1.1 million to one of the Company’s directors and preferred shareholders, $0.2 million to two members of the Company’s board of directors, and $0.1 million to a partner of one of the Company’s outside law firms. The Company incurred legal or other professional fees totaling $0.1 million to that law firm during the three months ended September 30, 2016 and 2015. The Company incurred legal or other professional fees totaling $0.5 million and $0.7 million to that law firm during the nine months ended September 30, 2016 and 2015, respectively. The Company had outstanding accounts payable to that law firm totaling $0.3 million and $0.2 million as of September 30, 2016 and December 31, 2015, respectively.