RELATED PARTY TRANSACTIONS | NOTE 15 - RELATED PARTY TRANSACTIONS Relationship with C-III and Certain of its Subsidiaries Relationship with C-III and Certain of their Subsidiaries. On September 8, 2016, Resource America was acquired by C-III, a leading CRE investment management and services company engaged in a broad range of activities, including primary and special loan servicing, loan origination, fund management, CDO management, principal investment, zoning due diligence, investment sales and multifamily property management. As part of the transaction, C-III took over control of the Company's Manager and became the beneficial owner of 715,396 shares of the Company's common stock ( 2.3% of the Company's outstanding common shares) through its indirect ownership of the Company's Manager and Resource Capital Investor, Inc. C-III is indirectly controlled and partially owned by Island Capital Group ("Island Capital"), of which Andrew L. Farkas, Chairman of the Company, is the managing member. Mr. Farkas is also chairman and chief executive officer of C-III. In addition, Robert C. Lieber, the Company's Chief Executive Officer, is an executive managing director of both C-III and Island Capital. Matthew J. Stern, the Company's President, is a senior managing director of both C-III and Island Capital. Jeffrey P. Cohen, who is a member of the Company’s Board, is an executive managing director of C-III and president of Island Capital. These officers and the Company’s other executive officers are also officers of the Company’s Manager, Resource America, C-III or affiliates of those companies. The Company has entered into a management agreement under which the Company's Manager receives substantial fees. On May 22, 2016, the Company entered into a letter agreement with Resource America 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 acquisition of Resource America by C-III. Upon consummation of that acquisition, Resource America paid a $1.5 million fee to the Company for the waiver. For the three and nine months ended September 30, 2017 , the Manager earned base management fees of approximately $2.7 million and $8.0 million , respectively. For the three and nine months ended September 30, 2016 , the Manager earned base management fees of approximately $2.9 million and $9.8 million , respectively. For the three and nine months ended September 30, 2017 , the Manager earned incentive management fees of $2.2 million , of which 75% , or $1.6 million will be paid in cash and 25% , or approximately $539,000 will be paid in common stock. No incentive management fees were earned for the three and nine months ended September 30, 2016 . The Company reimburses the Manager for expenses and the costs of employees of Resource America who perform legal, accounting, due diligence and other services that outside professionals or consultants would otherwise perform. The management agreement, as amended, also provides that the Manager must furnish the Company with a director of investor relations. The Company bears the expense of the compensation and benefits of the Company's Chief Financial Officer, Chief Accounting Officer and several accounting and tax professionals and 50% of the salary and benefits of the investor relations officer. Until September 8, 2016, the Company also reimbursed Resource America for the compensation and benefits of the former Chairman. For the three and nine months ended September 30, 2017 , the Company reimbursed the Manager $1.2 million and $4.2 million for all such compensation and costs, respectively. For the three and nine months ended September 30, 2016 , the Company reimbursed the Manager $1.4 million and $4.0 million for all such compensation and costs, respectively. On November 7, 2013, the Company entered into an amendment to the management agreement to include the definition of an "Ancillary Operating Subsidiary," which means one or more subsidiaries, including a TRS and its subsidiaries, that are operating entities principally engaged in the evaluation, underwriting, origination, servicing, holding, trading and financing of loans, securities, investments and credit products other than CRE loans. An Ancillary Operating Subsidiary may, with the approval of a majority of the independent directors, directly incur and pay all of its own operating costs and expenses, including without limitation, compensation of employees of such Ancillary Operating Subsidiary and reimbursement of any compensation costs incurred by the Manager for personnel principally devoted to such Ancillary Operating Subsidiary. On November 24, 2010, the Company entered into an Investment Management Agreement with Resource Capital Markets, Inc. ("RCM"), which is an indirect wholly-owned subsidiary of C-III. The initial and amended agreements provided that: (a) RCM may invest up to $13.0 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. RCM can earn a management fee of 20% of the amount by which the net profits exceed the preferred return. During the three and nine months ended September 30, 2017 and 2016 , RCM earned no management fees. The Company also reimburses RCM for expenses paid on the Company's behalf. For the three and nine months ended September 30, 2017 , the Company paid RCM no expense reimbursements. For the three and nine months ended September 30, 2016 , the Company paid RCM $1,000 and $9,000 as expense reimbursements, respectively. At September 30, 2017 , the Company was indebted to the Manager for $3.1 million , comprised of base management fees of $908,000 , incentive management fees of $2.2 million and expense reimbursements of $47,000 . 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 . At September 30, 2017 and December 31, 2016 , the Company was also indebted to the Manager for an oversight fee of $63,000 and $138,000 , respectively, which was recorded in liabilities held for sale. The Company's base management fee payable and expense reimbursements payable are recorded in management fee - related party and accounts payable and other liabilities on the consolidated balance sheets, respectively. At September 30, 2017 , RCM was indebted to the Company under the Company’s Investment Management Agreement for $17,000 , which was comprised of a vendor refund offset by expense reimbursements. 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. 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. At September 30, 2017 , the Company retained equity in six securitizations, which were structured for the Company by the Manager, although three of the securitizations were substantially liquidated as of September 30, 2017 . 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 securitization entities and their assets. Relationship with LEAF Commercial Capital. Leaf Commercial Capital ("LCC"), a former subsidiary of Resource America in which the Company owned a noncontrolling interest, originated and managed equipment leases and notes on behalf of the Company. On November 16, 2011, the Company, together with LEAF Financial and LCC, entered into a securities purchase agreement with Eos Partners, L.P., a private investment firm, and its affiliates ( see Note 3 ). The Company’s resulting interest in LCC was accounted for under the equity method and recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. For the three and nine months ended September 30, 2017 , the Company recorded income of $41.0 million and $41.3 million , respectively, in respect of the Company's equity interests in LCC. For the three and nine months ended September 30, 2016 , the Company recorded income of $415,000 and $2.8 million , respectively, in respect of the Company's equity interests in LCC. On July 31, 2017, the Company sold it's investment in LCC and received cash proceeds of $84.3 million . The Company had no investment in LCC at September 30, 2017 and a total investment of $43.0 million at December 31, 2016. 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, LLC ("CVC Credit Partners"), a joint venture entity in which C-III owned a 24% interest through August 10, 2017. CVC Credit Partners manages internally and externally originated syndicated corporate loans on the Company’s behalf. On February 24, 2011, one of the Company's subsidiaries 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 Resource Capital Asset Management ("RCAM"). Through RCAM, the Company was 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 three and nine months ended September 30, 2017 , CVC Credit Partners earned subordinated and incentive fees totaling $53,000 and $1.4 million , respectively. For the three and nine months ended September 30, 2016 , CVC Credit Partners earned subordinated and incentive fees totaling $254,000 and $561,000 , respectively. In October 2012, the Company purchased 66.6% of the preferred equity in one of the RCAM-managed CLOs. In May 2013, the Company purchased additional equity in this CLO, increasing its ownership percentage to 68.3% . The CLOs were liquidated in February 2013, January 2016, September 2016 and February 2017, respectively. The unamortized balance of the intangible asset was $0 and $213,000 at September 30, 2017 and December 31, 2016 , respectively. During the nine months ended September 30, 2017 and 2016 , the Company recorded impairment of $177,000 and $3.7 million on the related intangible asset of these CLOs. At September 30, 2017 , the Company had no remaining investment in RCAM. C-III sold its interest in CVC Credit Partners in August 2017, and, as a result, CVC Credit Partners is no longer considered a related party of the Company. Relationship with Long Term Care Conversion Funding. 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 investing in life settlement contracts. The initial agreement, authorized in December 2012, provided for an annual reimbursement 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 annual reimbursement of $250,000 . This fee is paid quarterly. Relationship with Resource Real Estate. Resource Real Estate, an indirect wholly-owned subsidiary of C-III, originates, finances and manages the Company’s CRE loan portfolio. The Company reimburses Resource Real Estate for loan origination costs associated with all loans originated. The Company also reimburses 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 compensation and benefits of several Resource America personnel dedicated to the Company's operations. At September 30, 2017 and December 31, 2016 , the Company was indebted to Resource Real Estate for $703,000 and $899,000 for expense reimbursements and Resource Real Estate was indebted to the Company for $0 and $50,000 for loan deposits, respectively. 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. Resource Real Estate Management, LLC was the asset manager of the venture and received a monthly asset management fee equal to 1.0% of the combined investment calculated as of the last calendar day of the month. There were no fees incurred for the three and nine months ended September 30, 2017 and 2016 , as the last property associated with the joint venture was sold in July 2014. For the three and nine months ended September 30, 2017 , the Company recorded income of $6,000 and $44,000 , respectively, which was recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. For the three and nine months ended September 30, 2016 , the Company recorded income of $0 and $35,000 , respectively, which was recorded in equity in earnings of unconsolidated entities on the consolidated statements of operations. The income recorded in 2017 and 2016 was related to insurance premium refunds and the liquidation of bank accounts with respect to the underlying sold properties of the portfolio. The Company has executed the following five real estate securitization transactions, which provide financing for CRE loans: (i) RCC CRE Notes 2013, a $307.8 million securitization that closed in December 2013; (ii) RCC 2014-CRE2, a $353.9 million securitization that closed in July 2014; (iii) RCC 2015-CRE3, a $346.2 million securitization that closed in February 2015; (iv) RCC 2015-CRE4, a $312.9 million securitization that closed in August 2015 and (v) RCC 2017-CRE5, a $376.7 million securitization that closed in July 2017. Resource Real Estate serves as special servicer for each securitization. With respect to each specially serviced mortgage loan, Resource Real Estate receives an amount equal to the product of (a) the special servicing fee rate, 0.25% per annum multiplied by (b) the outstanding principal balance of such specially serviced mortgage loan. The servicing fee is payable monthly, on an asset-by-asset basis. C-III Asset Management LLC serves as the servicer for RCC 2017-CRE5 and receives an amount equal to the product of (a) the servicing fee rate, 0.05% per annum multiplied by (b) the outstanding principal balance of each mortgage loan. The servicing fee is payable monthly, on an asset-by-asset basis. During the three and nine month ended September 30, 2017 , C-III Asset Management LLC earned approximately $40,000 . The Company was indebted to C-III Asset Management LLC for approximately $13,000 at September 30, 2017 . The Company utilizes the brokerage services of Resource Securities, Inc. ("Resource Securities"), an indirect wholly-owned broker-dealer subsidiary of C-III, on a limited basis to sell some of the securities of our securitizations. 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. No placement agency fees were paid to Resource Securities in connection with the RCC 2017-CRE5 transaction. In December 2016, RCC CRE Notes 2013 was liquidated, and, as a result, the remaining assets were returned to RCC Real Estate in exchange for the Company's preference shares and equity notes in the securitization. In August 2017, all third-party notes relating to RCC 2014-CRE2 were paid off and the remaining $93.0 million loan balance was transferred to RCC Real Estate as part of the securitization's liquidation 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. The portion of RCM Global that the Company did not own was 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 were eliminated in consolidation. In March and June 2015, the Company requested and received an in-kind distribution of certain securities held by RCM Global resulting in a reduction in its ownership interest. 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 nine months ended September 30, 2017 , RCC Residential received net cash distributions in the amount of $145,000 . At September 30, 2017 , the Company's ownership interest in RCM Global was 9.5% , and the remainder was owned by subsidiaries of Resource America and certain of its employees and their spouses. 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 as an investment in unconsolidated entity on the consolidated balance sheets. For the three and nine months ended September 30, 2017 , the Company recorded losses of $61,000 and $231,000 which was recorded in equity in (losses) earnings of unconsolidated subsidiaries on the consolidated statements of operations, respectively. For the three and nine months ended September 30, 2016 , the Company recorded losses of $560,000 and $160,000 which was recorded in equity in (losses) earnings of unconsolidated subsidiaries on the consolidated statements of operations, respectively. 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 an indirect wholly-owned subsidiary of C-III. The Company funded its final commitment of $2.5 million as of February 2015. The Company received 10% of the carried interest in the partnership. Resource America contributed securities valued at $2.8 million upon the formation of Pelium Capital. For the three and nine months ended September 30, 2017 , the Company recorded earnings of $54,000 and losses of $22,000 which was recorded in equity in (losses) earnings of unconsolidated entities on the consolidated statements of operations, respectively. For the three and nine months ended September 30, 2016 , the Company recorded earnings of $1.0 million and $2.8 million which was recorded in equity in (losses) earnings of unconsolidated entities on the consolidated statements of operations, respectively. During 2017, the Company received proceeds of $13.6 million related to the partial liquidation of its investment. The Company's investment balance in Pelium Capital was $12.3 million and $26.0 million at September 30, 2017 and December 31, 2016 , respectively. The Company held an 80.2% interest in Pelium Capital at September 30, 2017 . On June 2015, the Company committed to invest up to $50.0 million in Pearlmark Mezz, a Delaware limited partnership. The investment advisor of Pearlmark Mezz is Pearlmark Real Estate LLC ("Pearlmark Manager"), which is 50% owned by Resource America. The Company pays Pearlmark Manager management fees of 1.0% 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 on June 24, 2016. Resource America had agreed that it will credit any such fees paid by the Company to Pearlmark Manager against the base management fee that the Company pays to the Manager. In May 2017, the Company sold its equity interest in Pearlmark Mezz for proceeds of $16.2 million and recognized a net loss of $345,000 , which was recorded in equity in (losses) earnings of unconsolidated entities on the consolidated statements of operations. |