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Related Party Transactions | 9 Months Ended
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Sep. 30, 2019
Related Party Transactions [Abstract] |
Related Party Transactions | 16. RELATED PARTY TRANSACTIONS Master Transfer Agreement On April 30, 2019, the Company entered into the MTA with CDS and FR54, that sets forth a series of transactions that completed CHCI’s previously announced exit from the homebuilding and land development business in favor of a migration to an asset management model. Refer to Note 1 – Organization and Basis of Presentation and Note 15 – Consolidation of Variable Interest Entities. Asset Management Agreement On April 30, 2019, CAM entered into the 2019 AMA with CDS, which amends and restates in its entirety the asset management agreement between the parties dated March 30, 2018 with an effective date as of January 1, 2018. Pursuant to the 2019 AMA, CDS will engage CAM to manage and administer CDS’ commercial real estate portfolio (“CRE Portfolio”) and the day to-day operations of CDS and each property-owning subsidiary of CDS (collectively, the “CDS Entities”). Business Management Agreement On April 30, 2019, CAM entered into the Management Agreement with Investors X, whereby CAM will provide Investors X with asset and professional services related to the wind down of the Company’s divested homebuilding operations and the continuation of services related to the Company’s divested land development activities. The aggregate fee payable to CAM from Investors X under the Management Agreement is $937,500, payable in fifteen quarterly installments of $62,500 each. Business Management Agreement CAM (“Manager”), entered into a Business Management Agreement (the “BMA”) with CDS. The effective date of the BMA is July 1, 2019. The purpose of the BMA is for the Manager to provide asset management services related to real property located in Monteverde, Florida consisting of single-family home sites, residential condominiums, golf course and other various amenities and venues (the “Property”) in which CDS maintains an asset management relationship with the owner of the Property. Pursuant to the BMA, CDS will pay the Manager (i) an annual fee in the amount of $337,500 as a Management Fee and (ii) reimbursable expenses of the Manager not to exceed $15,000 per month. Private Placements and Promissory Notes On December 29, 2015, Comstock Growth Fund II, L.C. (“CGF II”), an administrative entity managed by the Company, was created for the purpose of extending loans to the Company. CGF II entered into a subscription agreement with CDS pursuant to which CDS purchased membership interests in CGF II for an initial aggregate principal amount of $5.0 million (the “CGF II Private Placement”). Also on December 29, 2015, the Company entered into a revolving line of credit promissory note with CGF II whereby CGF II made a loan to the Company in the initial principal amount of $5.0 million. On May 23, 2018, the Company entered into a Note Exchange and Subscription Agreement (the “Note Exchange Agreement”) in which a note (“CGF2 Note”) with an outstanding principal and accrued interest balance of $3.7 million was exchanged for 738,390 shares of the Company’s Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated liquidation value of $5.00 per share (the “Series C Preferred Stock”), issued by the Company to CGF II, a Company wholly owned by our Chief Executive Officer. The CGF2 Note was cancelled in its entirety effective as of the Effective Date. See Note 10 for a summary of the Investors X Private Placement which involved certain of our officers and directors and Note 15 to the consolidated financial statements for further description of the CGF Private Placement. Lease for Corporate Headquarters The Company has a lease for its corporate headquarters from an affiliate wholly-owned by our CEO. Future minimum lease payments under this lease, which expires on September 30, 2020, are $569 thousand. For each of the three and nine months ended September 30, 2019 total rental payments made were $153 thousand and $452 thousand, respectively. For the three and nine months ended September 30, 2018 total rental payments made were $163 thousand and $381 thousand, respectively.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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