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RELATED PARTY TRANSACTIONS AND COMMITMENTS (Notes)
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS AND COMMITMENTS
RELATED PARTY TRANSACTIONS AND COMMITMENTS

Notes Payable to Related Parties

As described further in Note 7, the Company borrowed $5.0 million from SRE Monarch pursuant to the SRE Note. SRE Monarch is a related party of Seth Singerman, one of the Company’s former directors and an affiliate of one of our preferred equity holders at that time. The SRE Note bore interest at a per annum base rate of 16%. During the year ended December 31, 2016, we incurred contractual interest totaling $0.8 million.

The SRE Note was amended on various occasions to extend the maturity date to December 22, 2016, at which time we paid all accrued interest at the date of each amendment, as well as various extension fees totaling $0.4 million during the year ended December 31, 2016. The SRE Note was repaid in full in December 2016.

Revolving Line of Credit with Related Party

As described further in Note 7, a subsidiary of the Company executed and drew upon the SRE Revolver with SRE Monarch in the amount of $4.0 million. The SRE Revolver bore interest at a per annum base rate of 5%. During the year ended December 31, 2016, we incurred contractual interest totaling $0.1 million.

The SRE Revolver was amended on various occasions to extend the revolver’s maturity date to December 22, 2016, at which time we paid all accrued interest at the date of each amendment, as well as various extension fees totaling $0.4 million during the year ended December 31, 2016. All accrued interest and principal of the SRE Revolver was repaid in full in December 2016. No principal or interest amounts were paid in 2017. Under the terms of the SRE Revolver, we also were obligated to pay SRE Monarch an amount equal to 5% of the net proceeds received upon sale of the land that served as collateral under the credit facility. In the first quarter of 2017, we paid SRE Monarch $0.2 million in connection with this obligation.

Contractual Agreements

CEO Legacy Fees

Under the terms of his employment agreement, our CEO is entitled to, among other things, legacy fee payments derived from the value of the disposition of certain legacy assets held by the Company as of December 31, 2010, if such assets are sold at values in excess of 110% of their carrying value as of December 31, 2010. Our CEO earned legacy fees of $0.7 million and $35.0 thousand during the years ended December 31, 2017 and 2016, respectively.

Chief Financial Officer Employment Agreement

The Company entered into an Executive Employment Agreement, dated April 11, 2017, with Samuel Montes (the “Montes Employment Agreement”) to serve as the Company’s Chief Financial Officer. Under this agreement, Mr. Montes earns an annual base salary of $0.3 million and is also entitled to receive 11.5% of an executive bonus pool as additional incentive-based compensation with a guaranteed minimum payment of $50,000 for 2016. Mr. Montes has also been granted 100,000 shares of restricted Company common stock which vest ratably on each anniversary of the Montes Employment Agreement over a three year period beginning in April 2017.

If the Montes Employment Agreement is terminated by the Company without “Cause” or by Mr. Montes for “Good Reason,” as those terms are defined in the Montes Employment Agreement, Mr. Montes will be entitled to receive a severance payment equal to 50% of the annual base salary payable in equal installments over a six month period plus the accrued but unpaid portion of Mr. Montes’ 11.5% interest in the executive bonus pool. All unvested stock grants and other equity grants vest upon such termination without cause.

The Montes Employment Agreement imposes various restrictive covenants on Mr. Montes, including restrictions with regards to the solicitation of Company clients, customers, vendors and employees, as well as restrictions on Mr. Montes’ ability to compete with the Company both during the term of the agreement and for 12 months after the termination of his employment.

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 Partners, LLC (“Juniper Capital”), 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 was three years and was automatically renewable for an additional two years unless notice of termination was provided by either party. The Company and JCP have agreed to extend the term of the Consulting Agreement for successive one year periods provided that the annual base consulting fee has been reduced from $0.6 million to $0.5 million (subject to possible upward adjustment based on an annual review by our board of directors) and JCP will be entitled to receive a maximum 1.25% origination fee on any loans or investments in real estate, preferred equity or mezzanine securities that are originated or identified by JCP, subject to reduced fee based on the increasing size of the loan or investment. JCP is also entitled to legacy fee payments derived from the disposition of certain assets held by the Company as of December 31, 2010 to persons or opportunities arising through the efforts of JCP, equal to 5.5% of the positive difference derived by subtracting (i) 110% of our December 31, 2010 valuation mark of that asset from the (ii) the gross sales proceeds from the sale of that asset (on a legacy asset by asset basis without any offset for losses realized on any individual asset sales). While the parties agreed in principle that the terms of the amended agreement were to be effective as of July 25, 2017, the written amendment was executed by the parties subsequent to December 31, 2017.

During the year ended December 31, 2017 and 2016, we incurred base consulting fees to JCP of $0.5 million and $0.6 million, respectively. JCP earned legacy fees of $1.2 million and $0.1 million during the years ended December 31, 2017 and 2016, respectively.

SRE Fee Agreement

The Company and SRE were parties to an agreement pursuant to which the Company agreed to make certain payments to SRE in the event that the Company or any of its affiliates made or entered into any loan or investment in preferred equity or mezzanine securities and such loan or investment arose from an opportunity identified by SRE. No fees to SRE under this agreement were incurred during the years ended December 31, 2017 or 2016. In April 2017, the parties terminated the agreement.
    
Investment in Lakeside JV

During 2015, the Company syndicated $1.7 million of its equity investment in Lakeside JV to several investors, including $1.1 million to one of the Company’s directors and preferred shareholders, $0.2 million to two other 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 $0.6 million and $0.9 million to that law firm during the years ended December 31, 2017 and 2016. The Company had outstanding payables to that law firm totaling $36.8 thousand and $0.2 million as of December 31, 2017 and December 31, 2016, respectively.

Notes Receivable from Certain Investors in Lakeside JV

During the year ended December 31, 2017, certain of the investors in the Lakeside JV executed promissory notes in favor of a subsidiary of the Company totaling $0.7 million. The notes receivable have an annual interest rate of 8% and mature at the earliest to occur of 1) the date on which the sale of the Lakeside property occurs, or 2) September 17, 2019. The promissory notes are secured by the investors’ respective interest and allocated proceeds of the Lakeside JV. Under applicable accounting guidance, the notes receivable have been netted against the non-controlling interest balance in the accompanying consolidated balance sheet.
    
Notes Receivable from Certain Partnerships

During the year ended December 31, 2016, a subsidiary of the Company executed promissory notes with certain of the previously unconsolidated partnerships (which the Company began consolidating beginning in the third quarter of 2017 to loan up to $0.7 million for the funding of various costs of such partnerships. During the year ended December 31, 2017, the notes were amended to increase the collective lending facility to a maximum of $5.0 million to cover anticipated operating and capital expenditures. As of December 31, 2017, the total principal advanced under these notes was $1.9 million. The promissory notes earn interest at rates ranging from the JP Morgan Chase Prime rate plus 2.0% (6.50% at December 31, 2017) to 8.0% and have maturity dates which are the earliest to occur of: (1) the date of transfer of the partnership’s real estate assets; (2) the date on which the current general partner resigns, withdraws or is removed as general partner; or (3) July 31, 2018. The promissory notes are cross collateralized and secured by real estate and other assets owned by such partnerships. These promissory notes and the related accrued interest receivable were eliminated in consolidation during the year ended December 31, 2017.

Purchase of Mezzanine Mortgage Loan Receivable

During the year ended December 31, 2017, the Company purchased two mezzanine loans in the aggregate face amount of $19.9 million from an affiliate of JPM Funding, for $19.3 million. The loans are collateralized by a pledge of 100% of the equity interests in the entities owning the underlying collateral of the respective loans. One loan had an original maturity date of September 9, 2016 with three one-year extensions. The borrower has exercised the first two extension options to extend the maturity date to September 9, 2018. The first loan has an annual interest rate of 9.75% plus one-month LIBOR (11.23% at December 31, 2017). The second loan has a maturity date of October 9, 2019 with three one-year extensions, and bears an annual interest rate of 7.25% plus one-month LIBOR (8.73% at December 31, 2017). The respective discount for each loan is being amortized over the term of that loan using the effective interest method.