RELATED PARTY TRANSACTIONS | NOTE 19 - RELATED PARTY TRANSACTIONS Relationship with Resource America and Certain of its Subsidiaries Relationship with Resource America and C-III. On September 19, 2013, the audit committee of the board of directors of Resource America concluded that Resource America should consolidate the financial statements of the Company, which was previously treated as an unconsolidated VIE. Resource America's audit committee reached this conclusion after consultations with the Office of the Chief Accountant of the Securities and Exchange Commission (the "Commission") following comments received from the staff of the Division of Corporation Finance of the Commission and the audit committee's discussion with the Company's management and its independent registered public accounting firm. Resource America's audit committee noted that consolidation of the Company was not expected to materially affect Resource America's previously reported net income attributable to common shareholders. In December 2015, Resource America elected to early adopt consolidation guidance issued by the FASB in February 2015 (see Note 2) and as a result was required to reevaluate whether or not the Company should be consolidated into Resource America’s financial statements. At such time, it was determined that the Company is no longer a VIE and Resource America would no longer consolidate the Company’s financial statements. On September 8, 2016, Resource America was acquired by C-III, a leading commercial real estate services company engaged in a broad range of activities, including primary and special loan servicing, loan origination, fund management, CDO management, principal investment, investment sales and multifamily property management. As part of the transaction, Resource America is no longer a public company and C-III took over control of the Company's Manager with respect to the management agreement (described below) and became beneficial owner of 715,396 shares of the Company's common equity ( 2.3% of the Company’s outstanding shares) held by Resource America. C-III is partially owned and controlled by Island Capital Group of which Mr. Farkas, Chairman of the Company, is the managing member. The Company's Chairman is also Chairman and CEO of C-III. In addition, Robert C. Lieber, the Company's Chief Executive Officer and President, is an executive managing director of C-III. Jeffrey P. Cohen, who is on the Company's board of directors, is an executive managing member of C-III and president of Island Capital Group. On May 22, 2016, Resource America entered into a letter agreement with the Company pursuant to which the Company irrevocably waived its right to terminate the management agreement as a result of a “Change of Control” (as defined in the management agreement) resulting from the merger. At the close of the transaction on September 8, 2016, Resource America paid a $1.5 million fee to the Company for the waiver which was recorded in other income (expense) on the consolidated statements of operations. The Company is managed by the Manager, which is a wholly-owned subsidiary of Resource America, pursuant to a management agreement that provides for both base and incentive management fees. For the years ended December 31, 2016 , 2015 and 2014 , the Manager earned base management fees of approximately $12.4 million , $12.8 million and $13.0 million , respectively. No incentive management fees were earned for the years ended December 31, 2016 , 2015 and 2014 . The Company also reimburses the Manager and Resource America for expenses, including the expenses of employees of Resource America who perform legal, accounting, due diligence and other services that outside professionals or consultants would otherwise perform, and for the wages, salaries and benefits of several Resource America personnel dedicated to the Company’s operations. The Company also reimburses Resource America for additional costs incurred related to the Company's life care business, Long Term Care Conversion Funding, established for the purpose of originating and acquiring life settlement contracts. The initial agreement, authorized in December 2012, provided for an annual fee of $550,000 , with a two -year term. In March 2015, the agreement was amended to extend the term for an additional two years terminating in December 2016. The agreement was amended again in December 2016 to extend the term for one additional year through December 2017 for a reduced fee of $250,000 . This fee is paid quarterly. For the years ended December 31, 2016 , 2015 , and 2014 , the Company paid the Manager $5.0 million , $5.5 million and $5.0 million , respectively, as expense reimbursements. On November 24, 2010, the Company entered into an Investment Management Agreement with Resource Capital Markets, Inc. ("RCM"), a wholly-owned subsidiary of Resource America. The initial agreement provided that: (a) RCM may invest up to $5.0 million of the Company’s funds, with the investable amount being adjusted by portfolio gains (losses) and collections, and offset by expenses, taxes and realized management fees, and (b) RCM can earn a management fee in any year that the net profits earned exceed a preferred return. On June 17, 2011, the Company entered into a revised Investment Management Agreement with RCM which provided an additional $8.0 million of the Company’s funds. The management fee is 20% of the amount by which the net profits exceed the preferred return. During the years ended December 31, 2016 , 2015 and 2014 , RCM earned no management fees. The portfolio began a partial liquidation during the year ended December 31, 2013 that has resulted in the outstanding portfolio balance being significantly decreased . The Company holds $4.1 million in fair market value of trading securities at December 31, 2016 , a slight increase of $400,000 from $3.7 million at fair market value at December 31, 2015 . The Company also reimburses RCM for expenses paid on the Company's behalf. For the years ended December 31, 2016 , 2015 and 2014 , the Company paid RCM $10,000 , $128,000 and $164,000 , respectively, as expense reimbursements. At December 31, 2016 , the Company was indebted to the Manager for $1.4 million , comprised of base management fees of $1.3 million and expense reimbursements of $35,000 . The Company was also indebted to the Manager for an oversight fee of $138,000 which was recorded in liabilities held for sale. At December 31, 2015 , the Company was indebted to the Manager for $2.5 million , comprised of base management fees of $978,000 and expense reimbursements of $1.6 million . At December 31, 2016 , the Company was indebted to RCM under the Company’s Investment Management Agreement for $216,000 , comprised entirely of expense reimbursements. At December 31, 2015 , the Company was indebted to RCM under the Company's Investment Management Agreement for $152,000 , comprised entirely of expense reimbursements. The Company's base management fee payable as well as expense reimbursements payable are recorded in accounts payable and other liabilities on the consolidated balance sheets. During the year ended December 31, 2013, the Company, through one of its subsidiaries, Northport TRS, LLC, began originating middle-market loans. Resource America was paid origination fees in connection with the Company's middle-market lending operations, which capped out at 2% of the loan balance for any loan originated. The Company was indebted to RCM for $0 and $93,000 at December 31, 2016 and December 31, 2015 , respectively for the middle-market lending operations. As a result of its sale of Northport TRS, LLC in August 2016, the Company has sold substantially all of its direct origination middle market loans and one syndicated loan, with an aggregate par balance of $257.3 million . CVC Credit Partners U.S Lending I, L.P. ,a related party to the Company, was also party to the sale transaction. As part of our plan to exit underperforming non-core asset classes, our middle market business is reported as discontinued operations on the Company's consolidated statements of operations. As such, the remaining assets were required to be marked to the lower of cost or market and transferred to hold for sale status at December 31, 2016. On November 7, 2013, the Company, through a wholly-owned subsidiary, purchased all of the membership interests in Elevation Home Loans, LLC, a start-up residential mortgage company, from a person who subsequently became an employee of Resource America for $830,000 , paid in the form of 34,165 shares of restricted Company common stock. The restricted stock vested in full on November 7, 2016, and included dividend equivalent rights. Elevation Home Loans, LLC was liquidated in 2016. In May 2016, the Company made an €12.5 million investment in Harvest CLO XV, a European CLO with a total par value of €413.0 million, with an unrelated third-party collateral manager. In connection with this transaction, Resource America received a $2.3 million structuring and placement fee. At December 31, 2016 , the Company retained equity in six securitizations, which were structured for the Company by the Manager. Under the Management Agreement, the Manager was not separately compensated by the Company for executing these transactions and is not separately compensated for managing the securitizations' entities and their assets. The Company has liquidated two of these securitizations, one in October 2014 and another in June 2015. On January 1, 2016, the Company adopted new consolidation guidance on variable interest entities and, as a result, two of the Company's remaining securitizations were deconsolidated. The first securitization, Apidos Cinco, was liquidated in November 2016 and, as a result, the Company consolidated the remaining cash, one structured security and three syndicated corporate loans for a combined fair value of $2.3 million . The second securitization, RCC CRE Notes 2013, was liquidated in December 2016 and, as a result, the remaining assets were returned to the Company in exchange for the Company's preference shares and equity notes in the securitization. Relationship with LEAF Commercial Capital. LCC originated and managed equipment leases and notes on behalf of the Company. On March 5, 2010, the Company entered into agreements with Lease Equity Appreciation Fund II, L.P. ("LEAF II") (an equipment leasing partnership sponsored by LEAF Financial and of which a LEAF Financial subsidiary is the general partner), pursuant to which the Company provided and funded an $8.0 million credit facility to LEAF II. The credit facility initially had a one year term with interest at 12% per year, payable quarterly, and was secured by all the assets of LEAF II, including its entire ownership interest in LEAF II Receivables Funding. The Company received a 1% origination fee in connection with establishing the facility. The facility originally matured on March 3, 2011 and was extended until September 3, 2011 with a 1% extension fee paid on the outstanding loan balance. On June 3, 2011, the Company entered into an amendment to extend the maturity to February 15, 2012 and to decrease the interest rate from 12% to 10% per annum resulting in a troubled-debt restructuring under current accounting guidance. On February 15, 2012, the credit facility was further amended to extend the maturity to February 15, 2013 with a 1% extension fee accrued and added to the amount outstanding. On January 11, 2013, the Company entered into another amendment to extend the maturity to February 15, 2014 with an additional 1% extension fee accrued and added to the amount outstanding. On December 17, 2013, the Company entered into another amendment to extend the maturity to February 15, 2015. At the end of 2014, the Company recorded a provision for loan loss on this loan of $1.3 million before extinguishing the loan and bringing direct financing leases in the amount of $2.1 million on the Company's books in lieu of the loan receivable. During the year ended December 31, 2016 , no provision was taken against the value of the direct financing leases. During the year ended December 31, 2015 , the Company recorded a provision of $465,000 against the value of the direct financing leases. At December 31, 2016 , the Company held $527,000 of direct financing leases, net of reserves. On November 16, 2011, the Company, together with LEAF Financial and LCC, entered into the SPA with Eos ( see Note 3 ). The Company’s resulting interest is accounted for under the equity method. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded income of $943,000 and losses of $2.6 million and $1.6 million , respectively, which was recorded in equity in earnings of unconsolidated subsidiaries on the consolidated statements of operations. The Company’s investment in LCC was $43.0 million and $42.0 million at December 31, 2016 and 2015 , respectively. Relationship with CVC Credit Partners. On April 17, 2012, Apidos Capital Management ("ACM"), a former subsidiary of Resource America, was sold to CVC Credit Partners, L.P. ("CVC Credit Partners"), a joint venture entity in which Resource America owns a 24% interest. CVC Credit Partners manages internally and externally originated syndicated corporate loans on the Company’s behalf. Also on February 24, 2011, a subsidiary of the Company purchased 100% of the ownership interests in Churchill Pacific Asset Management LLC ("CPAM") from Churchill Financial Holdings LLC for $22.5 million . CPAM subsequently changed its name to RCAM. Through RCAM, the Company was initially entitled to collect senior, subordinated and incentive fees related to five CLOs holding approximately $1.9 billion in assets managed by RCAM. RCAM is assisted by CVC Credit Partners in managing these CLOs. CVC Credit Partners is entitled to 10% of all subordinated fees and 50% of the incentive fees received by RCAM. For the years ended December 31, 2016 , 2015 and 2014 , CVC Credit Partners earned subordinated and incentive fees of $1.8 million , $1.4 million and $1.3 million , respectively. In October 2012, the Company purchased 66.6% of the preferred equity in one of the RCAM CLOs. In May 2013, the Company purchased additional equity in this CLO, increasing its ownership percentage to 68.3% . In 2013, two of the five CLOs were called and the notes were paid down in full. In January 2016, another RCAM-managed CLO was called and $2.4 million of impairment, on a pre-tax basis, was recorded in depreciation and amortization on the Company's consolidated statements of operations on the related intangible asset, at December 31, 2015 . In September 2016, another RCAM-managed CLO was called and $1.5 million of impairment, on a pre-tax basis, was recorded in impairment losses on the Company's consolidated statements of operations on the related intangible asset during the year ended December 31, 2016 . In September 2016, the Company recorded impairment on the remaining CLO of $2.2 million , on a pre-tax basis, which was recorded in impairment losses on the Company's consolidated statements of operations on the related intangible asset for its anticipated redemption in early 2017. In May, June and July 2013, the Company invested a total of $15.0 million in CVC Global Credit Opportunities Fund, L.P. which generally invests in assets through its master fund. The fund pays the investment manager a quarterly management fee in advance calculated at the rate of 1.5% annually based on the balance of each limited partner's capital account. The Company's management fee was waived upon entering the agreement because the Company is a related party of CVC Credit Partners. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded earnings of $0 , $8,000 and $2.0 million , respectively, which was recorded in equity in earnings of unconsolidated subsidiaries on the consolidated statements of operations. In March 2015, the Company elected to withdraw $5.0 million from the fund. In July 2015, a $625,000 withdrawal was requested and received. In October 2015, another $4.0 million withdrawal was requested and received. In December 2015, the Company elected to withdraw the remaining $8.6 million from the fund. The Company retained no investment in the fund as of December 31, 2015 . Relationship with Resource Real Estate. Resource Real Estate, a subsidiary of Resource America, originates, finances and manages the Company’s commercial real estate loan portfolio. The Company reimburses Resource Real Estate for loan origination costs associated with all loans originated. The Company had a receivable in the amount of $50,000 and $3,000 due from Resource Real Estate for loan origination costs in connection with the Company's commercial real estate loan portfolio at December 31, 2016 and 2015 , respectively. The Company also reimburses the Resource Real Estate for expenses, including the expenses of employees of Resource America who perform legal, accounting, due diligence and other services that outside professionals or consultants would otherwise perform, and for the wages, salaries and benefits of several Resource America personnel dedicated to the Company’s operations. At December 31, 2016 and 2015 the Company was indebted to Resource Real Estate for $899,000 and $0 for expense reimbursements, respectively. On August 9, 2006, the Company, through its subsidiary, RCC Real Estate, originated a loan to Lynnfield Place, a multi-family apartment property, in the amount of $22.4 million . The loan was then purchased by RREF CDO 2006-1. The loan, which was set to mature on May 9, 2018, carried an interest rate of LIBOR plus a spread of 3.5% with a LIBOR floor of 2.5% . On June 14, 2011, RCC Real Estate converted this loan collateralized by a multi-family building, to equity. The loan was kept outstanding and was used as collateral in RREF CDO 2006-1. RREM was appointed as the asset manager as of August 1, 2011. RREM performed lease review and approval, debt service collection, loan workout, foreclosure, disposition and/or entitlements and permitting, as applicable. RREM was also responsible for engaging third parties to perform day-to-day property management, property leasing, rent collection, maintenance, and capital improvements. RREM was entitled to a monthly asset management fee equal to 4.0% of the gross receipts generated from the property. There were no fees incurred during the years ended December 31, 2016 and 2015 as the property was sold during the last quarter of 2014 for a gain of $1.9 million . On December 1, 2009, the Company purchased a membership interest in RRE VIP Borrower, LLC (an unconsolidated VIE that held an interest in a real estate joint venture) from Resource America for $2.1 million , its book value. RREM was asset manager of the venture and received a monthly asset management fee equal to 1% of the combined investment calculated as of the last calendar day of the month. For the year ended December 31, 2014 , the Company paid RREM management fees of $6,000 . There were no fees incurred for the years ended December 31, 2016 and 2015 , as the last property associated with the joint venture was sold in July 2014. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded income from RRE VIP Borrower of $58,000 , $325,000 and $3.5 million , respectively, which was recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. The income recorded in 2016 and 2015 was related to insurance premium refunds and the liquidation of bank accounts with respect to the underlying sold properties of the portfolio. On January 15, 2010, the Company loaned $2.0 million to Resource Capital Partners, Inc. ("RCP"), a wholly-owned subsidiary of Resource America, so that it could acquire a 5% limited partnership interest in Resource Real Estate Opportunity Fund, L.P. ("RRE Opportunity Fund"). RCP is the general partner of the RRE Opportunity Fund. The loan was secured by RCP’s partnership interest in the RRE Opportunity Fund. The promissory note bore interest at a fixed rate of 8% per annum on the unpaid principal balance. In the event of default, interest accrued at a rate of 5% in excess of the fixed rate. Interest was payable quarterly. Mandatory principal payments were required to the extent distributable cash or other proceeds from RRE Opportunity Fund represent a return of RCP’s capital. The loan had an original maturity date of January 14, 2015, with two one -year extensions. RCP exercised the first option, extending the maturity to January 14, 2016. The loan was paid in full in April 2015. On June 21, 2011, the Company entered into a joint venture with an unaffiliated third party to form CR SLH Partners, L.P. ("SLH Partners") to purchase a defaulted promissory note secured by a mortgage on a multi-family apartment building. The Company purchased a 10% equity interest in the venture and also loaned SLH Partners $7.0 million to finance the project secured by a first mortgage lien on the property. The loan had a maturity date of September 21, 2012 and bore interest at a fixed rate of 10% per annum on the unpaid principal balance, payable monthly. The Company received a commitment fee equal to 1% of the loan amount at the origination of the loan and received a $70,000 exit fee upon repayment. On May 23, 2012, SLH Partners repaid the $7.0 million loan in its entirety. RREM was appointed as the asset manager of the venture. RREM performed lease review and approval, debt service collection, loan workout, foreclosure, disposition and permitting, as applicable. RREM was also responsible for engaging third parties to perform day-to-day property management, property leasing, rent collection, maintenance, and capital improvements. RREM received an annual asset management fee equal to 2% of the gross receipts generated from the property. The Company held a $975,000 preferred equity investment in SLH Partners at December 31, 2013. The investment was sold in 2014 for a $912,000 gain which was recorded on the Company's statements of operations in equity in earnings of unconsolidated entities. The Company has closed the following four real estate securitization transactions, which provide financing for commercial real estate loans: RCC CRE Notes 2013, a $307.8 million securitization in December 2013; RCC 2014-CRE2, a $353.9 million securitization on July 30, 2014; RCC 2015-CRE3, a $346.2 million securitization on February 24, 2015; and RCC 2015-CRE4, a $312.9 million securitization on August 18, 2015. Resource Real Estate serves as special servicer for each transaction. With respect to each specialty service mortgage loan, Resource Real Estate receives an amount equal to the product of (a) the special servicing fee rate, 0.25% per annum, and (b) the outstanding principal balance of such specialty service mortgage loan. The servicing fee is payable monthly, on an asset-by-asset basis. The Company utilizes the brokerage services of Resource Securities, Inc. ("Resource Securities"), a wholly-owned broker-dealer subsidiary of Resource America, on a limited basis to conduct some of its asset trades. The Company paid Resource Securities placement agent fees in connection with each transaction as follows: $205,000 , $175,000 , $100,000 and $85,000 , respectively. In December 2016, RCC CRE Notes 2013 was liquidated, as a result, the remaining assets were returned to the Company in exchange for the Company's preference shares and equity notes in the securitization. In July 2014, the Company formed RCM Global Manager to invest in RCM Global, an entity formed to hold a portfolio of structured product securities. The Company contributed $15.0 million for a 63.8% membership interest in RCM Global. A five member board manages RCM Global, and all actions, including purchases and sales, must be approved by no less than three of the five members of the board. The portion of RCM Global that the Company does not own is presented as non-controlling interest at December 31, 2015 and for the years ended December 31, 2015 and 2014 in the Company's consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. In March and June 2015, the Company requested and received a proportional, in-kind distribution in certain securities held by RCM Global. The distribution of and subsequent sale of those securities by the Company through its subsidiary, RCC Residential, resulted in the realization of $5.0 million of net gain for the year ended December 31, 2015. During the year ended December 31, 2016 , RCC Residential received a cash distribution in the amount of $753,000 . The Company's ownership interest was 21.6% at December 31, 2016 . On January 1, 2016, the Company adopted new consolidation guidance on variable interest entities and, as a result, the Company deconsolidated RCM Global and now accounts for this investment under the equity method as an investment in unconsolidated entities on the consolidated balance sheet (see Note 2). For the year ended December 31, 2016 , the Company recorded losses of $14,000 which was recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. In September 2014, the Company contributed $17.5 million to Pelium Capital for an initial ownership interest of 80.4% . Pelium Capital is a specialized credit opportunity fund managed by Resource America. The Company funded its final commitment of $2.5 million , as of February 1, 2015. The Company will receive 10% of the carried interest in the partnership for the first five years and can increase its interest to 20% if the Company's capital contributions aggregate $40.0 million . Resource America contributed securities valued at $2.8 million to the formation of Pelium Capital. The portion of the fund that the Company does not own is presented as non-controlling interests as of the dates and for the periods presented in the Company's consolidated financial statements. Pelium Capital was determined not to be a VIE as there was sufficient equity at risk, the Company does not have disproportionate voting rights and Pelium Capital's partners have all of the following characteristics: (1) the power to direct the activities of Pelium; (2) the obligation to absorb losses; and (3) the right to receive residual returns. However, Pelium Capital was consolidated as a result of the Company's majority ownership and the Company's unilateral kick-out rights. The non-controlling interests in Pelium Capital are owned by Resource America and outside investors. All intercompany accounts and transactions were eliminated in consolidation at December 31, 2015. The Company's ownership interest in Pelium Capital was 80.2% at December 31, 2016 . On January 1, 2016, the Company adopted new consolidation guidance on variable interest entities and, as a result, the Company deconsolidated Pelium Capital and now accounts for this investment as an investment in unconsolidated entities on the consolidated balance sheet (see Note 2). For the year ended December 31, 2016 , the Company recorded earnings of $4.0 million which was recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. On April 10, 2015, the Company entered into two first mortgage bridge loans in the amount of $2.5 million and $3.3 million with two funds sponsored by Resource America, Resource Real Estate Investors LP and Resource Real Estate Investors II, LP. Each loan carried an interest rate of LIBOR plus 5.75% with a LIBOR floor of 0.25% . The loans had a maturity date of May 5, 2016, with two consecutive one -year options to extend upon the first maturity date. The loan in the amount of $2.5 million was repaid in full with interest on April 29, 2015. The second loan in the amount of $3.3 million was repaid in full with interest on July 31, 2015. On June 24, 2015, the Company committed to invest up to $50.0 million in Pearlmark Mezz, a Delaware limited partnership. The contractual fund manager of the fund is Pearlmark Real Estate LLC ("Pearlmark"), a Delaware limited liability company that is 50% owned by Resource America. The Company will pay Pearlmark Mezz management fees of 1% on the unfunded committed capital and 1.5% on the invested capital. The Company was entitled to a management fee rebate of 25% for the first year of the fund, which ended June 24, 2016. At December 31, 2016 and 2015 , the Company is indebted for $403,000 and $94,000 for management fees, net of the rebate, respectively. Resource America has agreed that it will credit any such fees paid by the Company to Pearlmark against the base management fee that the Company pays to Resource America. The Company has invested an aggregate of $18.1 million in capital in Pearlmark Mezz. For the years ended December 31, 2016 and 2015 , the Company recorded earnings of $968,000 and a loss of $460,000 , respectively, which was recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. The Company has an investment balance of $17.0 million and $6.5 million at December 31, 2016 and 2015 , respectively. The Company's ownership interest in the fund was 47.7% at December 31, 2016 . Relationship with Law Firm . Until 1996, Edward E. Cohen, a former director who was the Company’s Chairman from its inception until November 2009, was of counsel to Ledgewood, P.C. ("Ledgewood"), a law firm. In addition, one of the Company’s former executive officers, Jeffrey F. Brotman, was employed by Ledgewood until 2007. Mr. E. Cohen receives certain debt service payments from Ledgewood related to the termination of his affiliation with Ledgewood and its redemption of his interest in the firm. Mr. Brotman also receives certain debt service payments from Ledgewood related to the termination of his affiliation with the firm. For the years ended December 31, 2016 , 2015 and 2014 , the Company paid Ledgewood $319,000 , $434,000 and $280,000 , respectively, in connection with legal services rendered to the Company. On September 8, 2016, as part of the merger with C-III, Mr. E. Cohen and Mr. Brotman stepped down from their positions in the Company, and, as a result, Ledgewood is no longer considered a related party of the Company. |