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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES

Construction and Related Guarantees

As described in Note 9, the Company agreed to provide MidFirst Bank with a loan repayment guaranty equal to 50% of the sum of the outstanding principal and accrued and unpaid interest on the MacArthur Loan, plus a guaranty of 50% of hotel operating costs, enforcement costs under the loan (if any), and recourse amounts that may come due (if any). The Company has also provided a construction completion guaranty with respect to the planned renovations of MacArthur Place. The construction completion guaranty will be released upon payment of all project costs and receipt of a certificate of occupancy. The MidFirst Bank loan documents also require that the loan remain “in balance” throughout its term, such that the remaining undisbursed loan funds exceed the aggregate of (i) future expenditures by the borrower to complete the renovations in accordance with the approved construction budget and (ii) loan interest. If the loan becomes out of balance, the Company must fund the difference. Excess costs incurred to date have been funded by the Hotel Fund or the Company, and management expects that the Hotel Fund or the Company will fund any further excess renovation costs.

Guarantor Recovery

We have pursued and periodically receive favorable judgments against guarantors in connection with their personal guarantees of certain legacy loans on which we previously foreclosed. Similarly, we have filed claims against certain insurance providers and other parties for reimbursement of amounts we believe are due to the Company under such policies. Due to the uncertainty of the nature and extent of the available assets of these guarantors to pay the judgment amounts or amounts collectible under insurance claims, we do not record recoveries for any amounts due under such judgments or claims, except to the extent we have received assets without contingencies.

We continue to pursue, investigate and evaluate the assets available of guarantors to collect all amounts due under judgments received in our favor. However, to the extent that such amounts are not determinable, they have not been recognized as recovery income in the accompanying consolidated statements of operations. Further recoveries under this and other judgments received in our favor will be recognized when realization of the recovery is deemed probable and when all contingencies relating to recovery have been resolved. During the year ended December 31, 2019, we recorded cash and/or other asset recoveries of $1.1 million, which is included and netted against a $2.6 million non-cash provision for credit loss, resulting in the net $1.5 million provision for credit losses on the accompanying consolidated statement of operations. During the year ended December 31, 2018, we recorded cash and/or other asset recoveries of $2.0 million from guarantor settlements, insurance recoveries, and other settlements.
 
Employee Benefit Plans

401(k) Retirement Savings Plan

The Company, through its human resource provider, participates in a 401(k) (the “401k Plan”) retirement savings plan that allows for eligible participants to defer compensation, subject to certain limitations imposed by the Code. The Company may provide a discretionary matching contribution of up to 4% of each participant’s eligible compensation. During the years ended December 31, 2019 and 2018, the Company’s matching contributions were $0.1 million and $0.2 million, respectively, which is included in general and administrative expenses in the accompanying consolidated statement of operations.

Deferred Compensation Plan

The Company maintains a non-qualified deferred compensation plan (the “Plan”), which allows a select group of executive employees to defer a portion of their compensation. Such deferred compensation is distributable in cash in accordance with the rules of the Plan. Deferred compensation amounts under such plan as of December 31, 2019 and 2018, totaled approximately $0.2 million and are included in other accrued expenses in our consolidated balance sheets. Distributions to participants can be either in one lump sum payment or annual installments as elected by the participants.

Legal Matters
 
We may be a party to litigation as the plaintiff or defendant in the ordinary course of business. While various asserted and unasserted claims may exist, resolution of these matters cannot be predicted with certainty. We establish reserves for legal claims when payments associated with the claims become probable and the payments can be reasonably estimated. Given the uncertainty of predicting the outcome of litigation and regulatory matters, it is generally difficult to predict what the eventual outcome will be, and when the matter will be resolved. The actual costs of resolving legal claims may be materially higher or lower than any amounts reserved for the claims.
Partnership Claims
In August 2016, a limited liability company member of Carinos Properties, LLC (“Carinos”) and Unit 6 Partners, LLC (“UP6”), filed a complaint in the United States District Court for the District of Arizona (“Federal Court”) generally alleging the Company breached its fiduciary duty to plaintiff under ERISA with respect to certain property we own in New Mexico. In April 2018, the court denied the Company’s motion for summary judgment in the case, but stayed any further action in the case pending the results of related litigation before the state trial court (“State Court”) described below. Damages were not specified in the Federal Court. During the year ended December 31, 2019, a settlement and release agreement in this matter was executed which resulted in, among other things, 1) dismissal of this litigation, and 2) the Company’s receipt of the limited partner interests in the underlying entities (which had the impact of decreasing the non-controlling interest recorded for such interests in the accompanying financial statements), in exchange for cash payment of $2.7 million. The Company did not incur a loss as a result of this transaction as the fair value of the limited partner interests received exceeded the cash payment amount.

Partnership Settlement

In the first quarter of 2017, Recorp-New Mexico Associates Limited Partnership (“RNMA I”) conducted a capital call pursuant to its organizational documents.  As a result of the capital call, certain limited partnership interests in RNMA I were transferred to one or more subsidiaries of the Company.  One of the limited partners in RNMA I whose limited partnership interests were transferred filed suit challenging the effectiveness of the transfer and forfeiture of his limited partnership interests in State Court.  On January 4, 2019, the court issued a minute entry, holding, among other things, that the limited partner’s limited partnership interest in RNMA I was not forfeited.  On January 22, 2019, the subsidiary of the Company filed a motion for a new trial on the minute entry ruling.  On March 21, 2019, the court issued an order staying its January 4, 2019 minute entry ruling, and granting a new trial.  An evidentiary hearing was held in early August 2019 on certain factual questions, and the court requested post trial briefing in September 2019.  The State Court issued its ruling in November 2019. In summary, the Court ruled (i) the limited partners of RNMA I properly noticed the removal of Recorp Partners, Inc. (“RPI”) as the general partner effective as of December 2017 which rendered all actions taken by RPI from and after that date “ultra vires” or ineffective - including the purported capital call in the first quarter of 2017 and the resulting transfer and forfeiture of the limited partnership interest of all limited partners, and (ii) Stockholder, LLC, a wholly owned subsidiary of the Company, is the sole owner of all of the stock of RPI as the corporate general partner of RNMA I. As a result of this ruling, the Company has timely filed a notice of appeal of this ruling in the state appellate court, and RPI has made demand on the RNMA I limited partners pursuant to the governing partnership documents for an arbitration to challenge the merits of the notice of removal as the general partner.

Subsequent to December 31, 2019, the Company commenced negotiations to settle this matter with the limited partners in RNMA I. Pursuant to an offer made by the Company to the limited partners, the Company offered to buy the interests of limited partners for a cash payment of $1.3 million. While the limited partners did not respond to the settlement offer before the offer expiration date, by the offer made, the Company’s management has expressed a willingness to settle this offer for this amount and, accordingly, we have accrued a settlement loss of $1.3 million for this matter in the accompanying consolidated financial statements.

In September 2017, the State Court ordered the termination of the receivership over Stockholder, LLC, a wholly-owned subsidiary of the Company (“Stockholder”). Stockholder is the owner of all of the shares of stock in certain corporations that act as the general partner / limited liability company manager of several entities that own land and/or certain water interests in New Mexico. David Maniatis (“Maniatis”) timely filed a notice of appeal of this order to the State Court of Appeals. That appeal is currently pending.
In December 2017, the State Court entered an interim “stay” order in the Company’s case against judgment debtor Maniatis and his affiliates enjoining the Company from taking any further collection action against Maniatis, pending an accounting of all previous debt collection activities and a trial on certain limited issues involving the calculation of interest and penalties on the original defaulted debt guaranteed by Maniatis. The stay order also temporarily inhibited the Company from effecting the sale or transfer of all or any part of the property previously acquired by the Company through litigation involving Maniatis, including approximately 7,000 acres of land and related water interests in New Mexico, and 111 acres of land in Texas. In the second quarter of 2019, the State Court lifted the stay on all property previously acquired by the Company through litigation involving Maniatis except for the ownership interests in, and property held by, RNMA I.  The ownership interests in, and property of, RNMA I remain subject to the stay until the date that is 30 days after the resolution of the above-described RNMA I dispute. Management does not believe that loss is probable and, accordingly, no amounts have been accrued for this matter in the accompanying consolidated financial statements.

In April 2019, the New Mexico state trial court amended an order enjoining certain individuals from taking any action with regard to certain real property in the Rio West/Albuquerque project. The amendment expanded the injunction to include Recorp/IMH from transferring any partnership ownership interests (or assets owned by these partnerships) until further order of the court. This entire case was dismissed on September 18, 2019, and all injunctions (as modified) have been terminated. The deadline to appeal the dismissal of these actions has expired.

Intercreditor Agreement Claim
The Company and certain of our subsidiaries are defendants in a case that is in the Arizona District Court. The case arose from claims by another creditor of the Justin 123 receivership alleging breach of contract and other related claims stemming from a Partial Settlement and Intercreditor Agreement entered into among the major creditors, including the claimant and certain of our subsidiaries. The suit sought damages totaling $0.3 million, plus attorney fees and punitive damages. During the fourth quarter of 2019, the Company settled this claim for a payment of $0.1 million.
Hotel Fund Obligations
As discussed in Note 6, if the Hotel Fund has insufficient operating cash flow to pay the Preferred Distribution in a given month, the Company has agreed to provide the funds necessary to pay the Preferred Distribution for such month. Such payments are treated as additional capital contributions and the Company’s capital account is increased by such amount. As of December 31, 2019 and 2018, the Company had funded $2.0 million and $0.5 million, respectively, under this provision. Moreover, we, as the sponsor, have agreed to fund, in the form of common capital contributions, up to 6.0% of gross proceeds as selling commissions and up to 1.0% of gross proceeds as nonaccountable expense reimbursements to broker-dealers based on the capital raised by them for the Hotel Fund. As of December 31, 2019 and 2018, the Company had funded $0.1 million under this provision. These portions of our common equity in the Hotel Fund are subordinate to the distribution of capital to Preferred Investors in the event of a capital transaction. The timing and amount of remaining required shortfall funding is indeterminable and could be material to the Company’s operations and liquidity.
Other
We are subject to oversight by various state and federal regulatory authorities, including, but not limited to, the Arizona Corporation Commission, the Arizona Department of Financial Institutions (Banking), and the SEC. Our income tax returns have not been examined by taxing authorities and all statutorily open years remain subject to examination.