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14. Related Party Transactions
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Related Party Transactions

The Company’s primary preferred shareholder is LIC which is primarily owned and managed by Andrew S. Love and Laurence A. Schiffer. Messrs. Love and Schiffer serve as the executive officers and directors of the Company.

 

In May 2008, LIC purchased $703,000 in principal amount of the Company’s convertible debentures from the previous debenture holder. The balance of the outstanding convertible debentures in the amount of $797,000, were held by Love-1989. The debentures held by Love-1989 and LIC were secured by a second mortgage behind PGIP on the 366 acres retained by the Company and a security interest behind that held by PGIP in the restricted proceeds escrow. The total debentures balance of $1,500,000 carried a maturity date of July 8, 1997 and were in default as of December 31, 2015 and paid off in 2016. Interest on the debentures accrued at the rate of fourteen percent compounded quarterly. The Company’s primary lender credit agreements prohibit the payment of interest until such time as the primary lender loans are repaid. The convertible debentures and a portion of the accrued interest were paid in 2016.

 

The remaining accrued interest is $52,915,000 as of December 31, 2018 and 2017.

 

PGIP is owned and managed by Hallmark Investment Corporation (“HIC”). Messrs. Love and Schiffer are directors and executive officers of HIC and own 90% of all the issued and outstanding voting stock of HIC.

 

The Company maintains its administration and accounting offices with Love Real Estate Company (“LREC”). LREC, which is owned by LIC, is paid a monthly fee for the following:

 

1. Maintain books of original entry;

 

2. Prepare quarterly and annual SEC filings;

 

3. Coordinate the annual audit;

 

4. Assemble information for tax filing, review reports as prepared by tax accountants and file same;

 

5. Track shareholder records through transfer agent;

 

6. Maintain policies of insurance against property and liability exposure;

 

7. Handle day-to-day accounting requirements

 

In addition, the Company receives office space, telephone service and computer service from LREC. A fee of $2,800 per month was accrued in 2018 and 2017. The Company made payments of $33,600 to LREC in 2018 and 2017 for accounting service fees. There were no accrued accounting service fees as of December 31, 2018 and 2017.

 

The Company has a Management Consulting Agreement with LREC. As a consultant to the Company and in addition to the above services, LREC provides other services including, but not limited to, strategic planning, marketing and financing as requested by the Company. In consideration for these consulting services, the Company pays LREC a quarterly consulting fee of one-tenth of one percent of the carrying value of the Company’s assets, plus reasonable out-of-pocket expenses. As of December 31, 2018 and 2017, the carrying value of the Company’s assets was approximately $553,000 and $788,000 respectively. Consulting fees were $3,000 and $4,000 in 2018 and 2017, respectively. As of both December 31, 2018 and 2017, a total of $1,000 of unpaid fees had accrued under this agreement.

 

During 2017, the Company invested in a short-term note receivable of $560,000 with LIC, bearing interest of 4.5% per annum with an original maturity of December 31, 2017, which was extended one year through December 31, 2018. The interest receivable on the related party note receivable was $13,000 at December 31, 2017. The Company received payment of the outstanding note receivable from LIC in March 2018 of $578,000, including the note receivable balance of $560,000 and accrued interest receivable of $18,000.

 

In 1985 a corporation owned by the former Chairman of the Board and his family made an uncollateralized loan to the Company, which at December 31, 2018 and 2017 had an outstanding principal balance of $176,000 plus accrued interest of $464,000 and $452,000, totaling an outstanding balance of $640,000 and $628,000, respectively. Interest accrued on this loan was $12,000 and $11,000 in 2018 and 2017, respectively.