RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
9 | RELATED PARTY TRANSACTIONS | | | | | | | | | | | | | | | | | | | | | | | |
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The Company relies on Industrial Income Advisors LLC (the “Advisor”), a related party, to manage the Company’s day-to-day operating and acquisition activities and to implement the Company’s investment strategy pursuant to the terms of a sixth amended and restated advisory agreement (the “Advisory Agreement”), dated June 27, 2014, by and among the Company, Industrial Income Operating Partnership LP (the “Operating Partnership”), and the Advisor. The Advisor is considered to be a related party of the Company because certain indirect owners and officers of the Advisor serve as directors and/or executive officers of the Company. Dividend Capital Securities LLC (the “Dealer Manager”), also a related party, provides dealer manager services. The Advisor and Dealer Manager receive compensation in the form of fees and expense reimbursements for services relating to the Company’s public offerings and for the investment and management of the Company’s assets. The following summarizes the fees and expense reimbursements incurred for the three and nine months ended September 30, 2014 and 2013: |
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Sales Commissions. Sales commissions were payable to the Dealer Manager, all of which were reallowed to participating unaffiliated broker-dealers, and were equal to up to 7.0% of the gross proceeds from the sale of primary shares in the Company’s follow-on offering. |
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Dealer Manager Fees. Dealer manager fees were payable to the Dealer Manager and were equal to up to 2.5% of the gross proceeds from sale of primary shares in the Company’s follow-on offering. |
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Acquisition Fees. Acquisition fees are payable to the Advisor in connection with the acquisition of real property, and will vary depending on whether the Advisor provides development services or development oversight services, each as described below, in connection with the acquisition (including, but not limited to, forward commitment acquisitions) or stabilization (including, but not limited to, development and value add transactions) of such real property, or both. The Company refers to such properties for which the Advisor provides development services or development oversight services as development real properties. For each real property acquired for which the Advisor does not provide development services or development oversight services, the acquisition fee is an amount equal to 1.0% of the total purchase price of the properties acquired (or the Company’s proportional interest therein), including in all instances real property held in joint ventures or co-ownership arrangements. In connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements of development real properties, which the Company refers to collectively as development services, or |
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overseeing the provision of these services by third parties on the Company’s behalf, which it refers to as development oversight services, the acquisition fee, which the Company refers to as the development acquisition fee, will equal up to 4.0% of total project cost, including debt, whether borrowed or assumed (or the Company’s proportional interest therein with respect to real properties held in joint ventures or co-ownership arrangements). If the Advisor engages a third party to provide development services directly to the Company, the third party will be compensated directly by the Company and the Advisor will receive the development acquisition fee if it provides the development oversight services. |
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Asset Management Fees. Asset management fees consist of a monthly fee of one-twelfth of 0.80% of the aggregate cost (including debt, whether borrowed or assumed) (before non-cash reserves and depreciation) of each real property asset within the Company’s portfolio (or the Company’s proportional interest therein with respect to real estate property held in joint ventures, co-ownership arrangements or real estate-related entities in which the Company owns a majority economic interest or that the Company consolidates for financial reporting purposes in accordance with GAAP). Asset management fees are also paid in connection with a disposition, which may involve a sale of one or more assets or a sale, merger, or other transaction, in an amount equal to 2.0% of the total consideration paid in connection with the disposition. |
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Organization and Offering Expenses. The Company reimburses the Advisor for cumulative organization expenses and for cumulative expenses of its offerings up to 1.75% of the gross offering proceeds from its offerings. Organizational costs are expensed and offering costs are reflected as a reduction in additional paid in capital. The Advisor or an affiliate of the Advisor is responsible for the payment of the Company’s cumulative organization and offering expenses to the extent the total of such cumulative expenses exceeds the 1.75% organization and offering expense reimbursements from the Company’s offerings, without recourse against or reimbursement by the Company. |
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Other Expense Reimbursements. In addition to the reimbursement of organization and offering expenses, the Company is also obligated, subject to certain limitations, to reimburse the Advisor for certain costs incurred by the Advisor or its affiliates, such as personnel and overhead expenses, in connection with the services provided to the Company under the Advisory Agreement, provided that the Advisor does not receive a specific fee for the activities which generate the expenses to be reimbursed. The Advisor may utilize its officers to provide such services and in certain instances those individuals may include the Company’s principal executive officer and principal financial officer. |
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The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and the Dealer Manager related to the services described above, and any related amounts payable: |
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| | Incurred | | | | |
| | For the Three Months | | | For the Nine Months | | | Payable as of | |
| | Ended September 30, | | | Ended September 30, | | | September 30, | | | December 31, | |
(in thousands) | | 2014 | | | 2013 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Expensed: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition fees (1) | | $ | 1,690 | | | $ | 5,627 | | | $ | 3,432 | | | $ | 10,961 | | | $ | - | | | $ | - | |
Asset management fees (2) | | | 7,393 | | | | 6,077 | | | | 22,029 | | | | 15,831 | | | | 34 | | | | 13 | |
Other expense reimbursements | | | 187 | | | | 182 | | | | 588 | | | | 691 | | | | 51 | | | | 73 | |
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Total | | $ | 9,270 | | | $ | 11,886 | | | $ | 26,049 | | | $ | 27,483 | | | $ | 85 | | | $ | 86 | |
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Additional Paid-In Capital: | | | | | | | | | | | | | | | | | | | | | | | | |
Sales commissions | | $ | - | | | $ | 14,468 | | | $ | - | | | $ | 49,245 | | | $ | - | | | $ | - | |
Dealer manager fees | | | - | | | | 5,419 | | | | - | | | | 18,294 | | | | - | | | | - | |
Offering expenses | | | 209 | | | | 3,774 | | | | 850 | | | | 13,101 | | | | 81 | | | | 139 | |
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Total | | $ | 209 | | | $ | 23,661 | | | $ | 850 | | | $ | 80,640 | | | $ | 81 | | | $ | 139 | |
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-1 | In addition, for the nine months ended September 30, 2014, the Company paid to the Advisor approximately $2.6 million of development acquisition fees, which are included in the total development project costs of the respective properties, and are capitalized in construction in progress on the Company’s condensed consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | |
-2 | In addition, for the nine months ended September 30, 2014, the Company paid to the Advisor approximately $2.6 million of asset management fees in connection with dispositions, which are included in the gain on disposition of real estate properties on the Company’s condensed consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | |
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Joint Venture Fees. The Company’s previously unconsolidated joint venture, IIT North American Industrial Fund I Limited Partnership (“Fund I Partnership”), paid fees to the Advisor or its affiliates for providing services to the Fund I Partnership. These fees were paid directly to the Advisor or its affiliates or indirectly, including, without limitation, through the Company or its subsidiaries. For the nine months ended September 30, 2013, the Fund I Partnership paid to the Advisor approximately $3.3 million in fees for providing a variety of services, including with respect to acquisition and asset management activities. With respect to the Company’s percentage interest in the Fund I Partnership, the Company paid to the Advisor any additional amount necessary, after taking into account amounts paid directly by the Fund I Partnership to the Advisor, to provide that the Advisor received the total amount of fees payable pursuant to the Advisory Agreement. |