RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS Effective January 1, 2021, Alloy Enterprises, Inc. was formed to act as the holding company for Sterling Management, LLC and GOLDMARK Property Management, Inc. In connection with this restructuring transaction, the owners of Alloy Enterprises, Inc. indirectly own Sterling Management, LLC and GOLDMARK Property Management, Inc. Alloy Enterprises, Inc. is owned in part by the Trust’s Chief Executive Officer and Trustee Mr. Kenneth P. Regan, by Trustee Mr. James S. Wieland, by President and CIO Joel Thomsen, and by the Chief Financial Officer and Treasurer Erica J. Chaffee. In addition, Mr. Regan serves as the Executive Chairman of the Advisor, and Messrs. Wieland, and Thomsen, and Ms. Chaffee serve on the Board of Governors of both the Advisor and GOLDMARK Property Management, Inc. Sterling Management, LLC, is a North Dakota limited liability company formed in November 2002. The Advisor is responsible for managing day-to-day affairs, overseeing capital projects and identifying, acquiring and disposing investments on behalf of the Trust. GOLDMARK Property Management, Inc., is a North Dakota corporation formed in 1981. GOLDMARK Property Management, Inc. performs property management services for the Trust. We have a historical and ongoing relationship with Bell Bank. Bell Bank has provided the Trust certain financial services throughout the relationship. Mr. Wieland, a Trustee, also serves as a Board Member of Bell Bank. Further, a family member of Erica J. Chaffee, our Chief Financial Officer, is an employee of Bell Bank. Both Mr. Wieland and Ms. Chaffee could have an indirect material interest in any such engagement and related transactions. Property Management Fees During the six months ended June 30, 2021 and 2020, we paid property management and administrative fees to GOLDMARK Property Management, Inc. of $6,226 and $6,411, respectively. Management fees which approximate 5% of net collected rents, account for $2,645 and $2,572 of these fees during the six months ended June 30, 2021 and 2020. In addition, during the six months ended June 30, 2021 and 2020, we paid repair and maintenance expenses, and payroll related expenses to GOLDMARK Property Management, Inc. totaling $2,973 and $3,082, respectively. Advisory Agreement We are an externally managed trust and as such, although we have a Board of Trustees and executive officers responsible for our management, we have no paid employees. The Advisor may receive fees related to management of the Trust, acquiring, disposing, or developing real estate property, project management fees, and financing fees related to lending relationships, under the Advisory Agreement, which must be renewed on an annual basis and approved by a majority of the independent trustees. The Advisory Agreement was approved by the Board of Trustees (including all the independent Trustees) on March 24, 2021, effective until March 31, 2022. Effective March 24, 2021, if the Advisor shares responsibility for providing Development Services with one or more third parties, Advisor’s set Development Fee shall be reduced by the fees charged by any such third parties; provided, such adjustment is subject to a 2.5% minimum Advisor’s Development Fee. Additionally, in cases where the Advisor is sharing responsibility for providing Development Services, the Development Fee shall be capped at 2.5% of $20,000,000 ($500,000). The below table summarizes the fees incurred and payable to our Advisor. Six months ended Due and Payable at June 30, 2021 June 30, 2020 June 30, 2021 December 31, 2020 Fee Fee Payable Payable (in thousands) Fee: Advisory $ 1,623 $ 1,538 $ 273 $ 278 Acquisition $ 135 $ 302 $ 135 $ - Disposition $ 146 $ 143 $ 124 $ 175 Financing $ 69 $ 61 $ - $ - Development $ - $ - $ 79 $ 79 Project Management $ 283 $ 76 $ 8 $ 51 Operating Partnership Units Issued in Connection with Acquisitions During the six months ended June 30, 2021, there were no operating partnership units issued directly or indirectly, to affiliated entities. During the six months ended June 30, 2020, we issued directly or indirectly, 176,000 operating partnership units to an entity affiliated with Messrs. Regan and Wieland, two of our trustees, in connection with the acquisition of various properties. The aggregate value of these units was $3,373. Commissions During the six months ended June 30, 2021 and 2020, we incurred real estate commissions of $278 and $324, to GOLDMARK Commercial Real Estate, Inc., in which Messrs. Regan and Wieland jointly own a controlling interest. As of June 30, 2021, we owed $28 in commissions to GOLDMARK Commercial Real Estate, Inc. As of December 31, 2020, there were no unpaid commissions to GOLDMARK Commercial Real Estate, Inc. Rental Income During the six months ended June 30, 2021 and 2020, we received rental income of $47 and $46, respectively, under an operating lease agreement with our Advisor. During the six months ended June 30, 2021 and 2020, we received rental income of $19 and $28, respectively, under an operating lease agreement with GOLDMARK Commercial Real Estate, Inc. During the six months ended June 30, 2021 and 2020, we received rental income of $154 and $130, respectively, under operating lease agreements with GOLDMARK Property Management, Inc. During the six months ended June 30, 2021 and 2020, we received rental income of $240 and $245, respectively, under operating lease agreements with Bell Bank. Other operational liabilities and receivables During the six months ended June 30, 2021 and 2020, the Trust incurred $174 and $0, respectively, for general costs related to business operations as well as capital expenditures related to construction in progress that were paid to related parties. As of June 30, 2021 and December 31, 2020, operational outstanding liabilities were $121 and $684, respectively. Debt Financing As of June 30, 2021 and December 31, 2020, the Trust had $67,454 and $51,915, respectively, of outstanding principal on loans entered into with Bell Bank. During the six months ended June 30, 2021 and 2020, the Trust incurred interest expense on debt held with Bell Bank of $1,224 and $1,026, respectively. Accrued interest as of June 30, 2021 and December 31, 2020, related to this debt was $143 and $121, respectively. Mezzanine Financing During the six months ended June 30, 2021, Sterling issued $3,275 in second mortgage financing to SE Savage. There was no outstanding receivable at December 31, 2020. Insurance Services On November 1, 2020, the Trust obtained a traditional insurance policy with Bell Insurance. The policy provides coverage for the Trust’s Commercial segment. As of June 30, 2021, total premiums incurred for this policy was $118. There was no such policy in place with Bell Bank as of June 30, 2020. |