Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2014 |
Related Party Transaction, Due from (to) Related Party [Abstract] | ' |
Transactions with Related Parties | ' |
Transactions with Related Parties |
On March 12, 2014, the Company entered into a series of agreements and amendments to existing agreements with affiliates of The Inland Group, Inc. (the "Inland Group") pursuant to which the Company began the process of becoming entirely self-managed (collectively, the "Self-Management Transactions"). On March 12, 2014, as part of the Self-Management Transactions, the Company; the Company's then business manager, Inland American Business Manager & Advisor, Inc. (the “Business Manager”); Inland American Lodging Advisor, Inc. a wholly owned subsidiary of the Business Manager ("ILodge"); the Company's property managers, Inland American Industrial Management LLC (“Inland Industrial”), Inland American Office Management LLC (“Inland Office”) and Inland American Retail Management LLC (“Inland Retail”); their parent, Inland American Holdco Management LLC (“Holdco” and collectively with Inland Industrial, Inland Office and Inland Retail, the “Property Managers”); and Eagle I Financial Corp. ("Eagle"), entered into a Master Modification Agreement (the “Master Modification Agreement”) pursuant to which the Company agreed with the Business Manager to terminate the management agreement with the Business Manager, hired all of the Business Manager’s employees and acquired the assets or rights necessary to conduct the functions previously performed for the Company by the Business Manager. The Company also hired certain Property Manager employees and assumed responsibility for performing significant property management activities. The Company assumed certain limited liabilities of the Business Manager and the Property Managers, including accrued liabilities for employee holiday, sick and vacation time for those Business Manager, and Property Manager employees who became employees of the Company and liabilities arising after the closing of the Master Modification Agreement under leases and contracts assigned to the Company. The Company did not assume, and the Business Manager is obligated to indemnify the Company against, any liabilities related to the pre-closing operations of the Business Manager. Eagle, an indirect wholly owned subsidiary of the Inland Group, guaranteed the Business Manager’s indemnity and other obligations under the Master Modification Agreement. The Company did not pay an internalization fee or self-management fee in connection with the Master Modification Agreement but reimbursed the Business Manager and Property Managers for specified transaction related expenses and employee payroll costs. The Company entered into a consulting agreement with Inland Group affiliates for a term of three months at $200 per month, which the Company elected not to renew pursuant to its terms. |
Concurrently, as part of the Self-Management Transactions, the Company entered into an Asset Acquisition Agreement (the "Asset Acquisition Agreement") with the Property Managers and Eagle, pursuant to which the Company agreed to terminate the management agreements with the Property Managers at the end of 2014, hired certain of the remaining Property Manager employees and acquire the assets or rights necessary to conduct the remaining functions performed for the Company by the Property Managers. The Company agreed to assume certain limited liabilities, including accrued liabilities for employee holiday, sick and vacation time for Property Manager employees that become Company employees and liabilities arising after the closing of the Asset Acquisition Agreement under leases and other contracts that the Company decides to assume in the transaction. The Company will not assume any liabilities related to the pre-closing operations of the Property Managers, and it will not pay an internalization fee or self-management fee in connection with the Asset Acquisition Agreement. The Asset Acquisition Agreement contains termination rights and closing conditions for both the Company and the Property Managers, and the Company expects to consummate the transactions contemplated thereby on December 31, 2014. |
Also on March 12, 2014, as part of the Self-Management Transactions, the Company entered into separate Amended and Restated Master Management Agreements (collectively, the “Amended Property Management Agreements”) with each of the Property Managers (excluding Holdco), pursuant to which the Property Managers will continue to provide property management services to the Company through December 31, 2014, other than the property-level accounting, lease administration, leasing, marketing and construction functions that the Company began performing pursuant to the Master Modification Agreement. |
The following table summarizes the Company’s related party transactions for the three and six months ended June 30, 2014 and 2013. |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | For the six months ended | | Unpaid amounts as of |
| June 30, 2014 | | June 30, 2013 | | June 30, 2014 | | June 30, 2013 | | June 30, 2014 | | December 31, 2013 |
General and administrative: | | | | | | | | | | | |
General and administrative reimbursement (a) | $ | 919 | | | $ | 4,359 | | | $ | 4,887 | | | $ | 7,849 | | | $ | 601 | | | $ | 4,834 | |
|
Investment advisor fee (b) | 336 | | | 457 | | | 685 | | | 941 | | | 106 | | | — | |
|
Total general and administrative to related parties | $ | 1,255 | | | $ | 4,816 | | | $ | 5,572 | | | $ | 8,790 | | | $ | 707 | | | $ | 4,834 | |
|
Property management fees (c) | $ | 3,105 | | | $ | 5,407 | | | $ | 6,723 | | | $ | 11,734 | | | $ | 67 | | | $ | 67 | |
|
Business management fee (d) | 12 | | | 9,507 | | | 2,605 | | | 19,479 | | | — | | | 8,836 | |
|
Loan placement fees (e) | 15 | | | 271 | | | 223 | | | 444 | | | — | | | — | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(a) | In connection with the closing of the Master Modification Agreement and termination of the business management agreement, on March 12, 2014, the Company reimbursed the Business Manager for compensation and other ordinary course out-of-pocket expenses, which totaled approximately $3,401. In addition, the Company reimbursed the Property Managers approximately $249 for compensation and out-of-pocket expenses incurred between January 1, 2014 and March 12, 2014 for the Property Manager employees the Company hired at closing to approximate the economics as though the Company had hired such employees on January 1, 2014. These costs are reflected in general and administrative reimbursements above. | | | | | | | | | | | | | | | | | | | | | | |
In addition, the Company has directly retained affiliates of the Business Manager to provide the information technology, investor services and other back-office services that were provided to the Company through the Business Manager prior to the termination of the business management agreement. These service agreements are generally terminable without penalty by either party upon 60 days’ notice. These costs are reflected in general and administrative reimbursements above. |
Unpaid amounts as of June 30, 2014 and December 31, 2013 are included in accounts payable and accrued expenses on the consolidated balance sheets. |
| | | | | | | | | | | | | | | | | | | | | | | |
(b) | The Company pays Inland Investment Advisors, Inc., a related party of the Business Manager, to purchase and monitor its investment in marketable securities. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
(c) | As part of the Self-Management Transactions, select Property Management fees charged to the Company were reduced effective January 1, 2014 to reflect, among other things, the hiring of the Property Manager employees and the services that were no longer being performed by the Property Managers. The Amended Property Management Agreements reduced the property management fees charged in respect of most of the Company’s multi-tenant retail properties from 4.50% of gross income generated by the applicable property to 3.50% for the first six months of 2014 and to 3.25% for the last six months of 2014, and reduced fees charged in respect of the Company’s multi-tenant office properties from 3.75% of gross income generated by the applicable property to 3.50% for the first six months of 2014 and to 3.25% for the last six months of 2014. The Company also agreed to assume responsibility for the compensation-related expenses of the Property Manager employees hired by the Company effective March 1, 2014. | | | | | | | | | | | | | | | | | | | | | | |
For the three and six months ended June 30, 2013, the Property Managers, entities owned principally by individuals who were related parties of the Business Manager, were entitled to receive property management fees by property type, as follows: (i) for any bank branch facility (office or retail), 2.50% of the gross income generated by the property; (ii) for any multi-tenant industrial property, 4.00% of the gross income generated by the property; (iii) for any multi-family property, 3.75% of the gross income generated by the property; (iv) for any multi-tenant office property, 3.75% of the gross income generated by the property; (v) for any multi-tenant retail property, 4.50% of the gross income generated by the property; (vi) for any single-tenant industrial property, 2.25% of the gross income generated by the property; (vii) for any single-tenant office property, 2.90% of the gross income generated by the property; and (viii) for any single-tenant retail property, 2.90% of the gross income generated by the property. |
In addition to these fees, the Property Managers receive reimbursements of payroll costs for property level employees. The Company reimbursed or will reimburse the Property Managers and other affiliates $904 and $3,427 for the three months ended June 30, 2014 and 2013, respectively, and $3,295 and $6,434 for the six months ended June 30, 2014 and 2013, respectively. |
| | | | | | | | | | | | | | | | | | | | | | | |
(d) | In connection with the closing of the Master Modification Agreement and termination of the business management agreement, the Company paid a business management fee for January 2014, which totaled approximately $3,333. The Company did not pay a business management fee for February or March 2014. Pursuant to the letter agreement dated May 4, 2012, the business management fee shall be reduced for investigation costs exclusive of legal fees incurred in conjunction with the SEC matter. The Master Modification Agreement contained a ninety-day reconciliation of certain payments and reimbursements, including the January 2014 business management fee. The reconciliation was completed during the three months ended June 30, 2014, which resulted in $728 of SEC-related investigation costs and an adjusted January 2014 business management fee expense of $2,605. Pursuant to the March 12, 2014 Self-Management Transactions, the May 4, 2012 letter agreement by the Business Manager has been terminated. | | | | | | | | | | | | | | | | | | | | | | |
The Company incurred a business management fee of $19,479 for the six months ended June 30, 2013, under the terms of its business manager agreement, which was terminated March 12, 2014. After the Company’s stockholders received a non-cumulative, non-compounded return of 5.00% per annum on their “invested capital,” the Company paid its Business Manager an annual business management fee of up to 1.00% of the “average invested assets,” payable quarterly in an amount equal to 0.25% of the average invested assets as of the last day of the immediately preceding quarter. For the six months ended June 30, 2013, average invested assets were $11,149,502. The business management fee was equal to 0.18% of average invested assets for the six months ended June 30, 2013, respectively. |
| | | | | | | | | | | | | | | | | | | | | | | |
(e) | The Company pays a related party of the Business Manager 0.2% of the principal amount of each loan placed for the Company. Such costs are capitalized as loan fees and amortized over the respective loan term. | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2014 and December 31, 2013, the Company had deposited $376 and $376, respectively, in Inland Bank and Trust, a subsidiary of Inland Bancorp, Inc., an affiliate of The Inland Real Estate Group, Inc. |
The Company is party to an agreement with an LLC formed as an insurance association captive, which is wholly-owned by the Company and three related parties, Inland Real Estate Corporation (“IRC”), Inland Diversified Real Estate Trust, Inc., and Inland Real Estate Income Trust, Inc., and a third party, Retail Properties of America. The Company paid insurance premiums of $3,154 and $2,962 for the three months ended June 30, 2014 and 2013, respectively, and and $6,364 and $6,137 for the six months ended June 30, 2014 and 2013, respectively. |
In addition, the Company held 899,820 shares of IRC valued at $9,565 as of June 30, 2014. As of December 31, 2013, the Company held 899,820 shares of IRC valued at $9,466. |