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NOTES AND ADVANCES DUE FROM AND TRANSACTIONS WITH RELATED PARTIES
12 Months Ended
Dec. 31, 2013
Loans and Leases Receivable, Related Parties Disclosure [Abstract]  
NOTES AND ADVANCES DUE FROM AND TRANSACTIONS WITH RELATED PARTIES

8. NOTES AND ADVANCES DUE FROM AND TRANSACTIONS WITH RELATED PARTIES

 

The Company has an agreement (the “Agreement”) with HMGA, Inc. (the “Adviser”) for its services as investment adviser and administrator of the Company’s affairs. All officers of the Company who are officers of the Adviser are compensated solely by the Adviser for their services.

 

The Adviser is majority owned by Mr. Wiener, the Company’s Chairman, with the remaining shares owned by certain individuals including Mr. Rothstein. The officers and directors of the Adviser are as follows: Maurice Wiener, Chairman of the Board and Chief Executive Officer; Larry Rothstein, President, Treasurer, Secretary and Director; and Carlos Camarotti, Vice President - Finance and Assistant Secretary.

 

Under the terms of the Agreement, the Adviser serves as the Company’s investment adviser and, under the supervision of the directors of the Company, administers the day-to-day operations of the Company. All officers of the Company, who are officers of the Adviser are compensated solely by the Adviser for their services. The Agreement is renewable annually upon the approval of a majority of the directors of the Company who are not affiliated with the Adviser and a majority of the Company’s shareholders. The contract may be terminated at any time on 120 days written notice by the Adviser or upon 60 days written notice by a majority of the unaffiliated directors of the Company or the holders of a majority of the Company’s outstanding shares.

 

On September 19, 2013, the shareholders approved the renewal and amendment of the Advisory Agreement between the Company and the Adviser for a term commencing January 1, 2014 and expiring December 31, 2014.

 

The sole amendment to the Advisory Agreement was the change in the remuneration of the Advisor to decrease the Advisor’s current regular monthly compensation from $85,000 to $55,000, or $1,020,000 to $660,000 annually. All other terms of the existing Advisory Agreement will remain the same. The renewal and amendment was approved unanimously by the Directors unaffiliated with the Advisor.

 

For the years ended December 31, 2013 and 2012, the Company incurred Adviser fees of approximately $3,116,000 and $1,056,000, respectively, of which $1,020,000 represented regular compensation for 2013 and 2012. In 2013 and 2012 Advisor fees include $2,096,000 and $36,000 in incentive fee compensation.

 

At December 31, 2012, the Company had amounts due from the Adviser and subsidiaries of approximately $397,000 with interest at prime plus 1% and due on demand. In 2013 the Adviser and subsidiaries paid amounts due to the Company of approximately $397,000. No amounts are due from the Adviser and subsidiaries as of December 31, 2013.

 

The Adviser leases its executive offices from CII pursuant to a lease agreement. This lease agreement calls for base rent of $48,000 per year payable in equal monthly installments. Additionally, the Adviser is responsible for all utilities, certain maintenance, and security expenses relating to the leased premises. The lease term is five years, expiring in November 2014.

 

At December 31, 2012 the Company, through its 75% owned joint venture South Bayshore Associates (“SBA”), had a note receivable from Transco (a 45% shareholder of the Company) of $300,000 with interest at the prime rate and due on demand. In 2013 this note and accrued interest was paid.

 

Mr. Wiener is an 18% shareholder and the chairman and director of T.G.I.F. Texas, Inc., a 49% owned affiliate of CII. As of December 31, 2013 and 2012, T.G.I.F. had amounts due from CII in the amount of approximately $2,503,000 and $2,815,000, respectively. These amounts are due on demand and bear interest at the prime rate (3.25% at December 31, 2013). All interest due has been paid.

As of December 31, 2013, and 2012 T.G.I.F. owns 10,000 shares of the Company’s common stock it purchased at market value in 1996. 

As of December 31, 2013 and 2012, T.G.I.F. had amounts due from Mr. Wiener in the amount of approximately $707,000. These amounts bear interest at the prime rate and principal and interest are due on demand. All interest due has been paid.

 

Mr. Wiener received consulting and director’s fees from T.G.I.F totaling $22,000 for each of the years ended December 31, 2013 and 2012.