Related Party Arrangements | 3 Months Ended |
Mar. 31, 2014 |
Related Party Arrangements | ' |
Related Party Arrangements | ' |
7. Related Party Arrangements |
The Company has entered into the Advisory Agreement with the Advisor and a Dealer Manager Agreement with the Dealer Manager with respect to the Public Offering. Pursuant to the Advisory Agreement and Dealer Manager Agreement, the Company is obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Public Offering, the investment of funds in real estate and real estate-related investments and the management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). Subject to the limitations described below, the Company is also obligated to reimburse the Advisor and its affiliates for organization and offering costs incurred by the Advisor and its affiliates on behalf of the Company, and the Company is obligated to reimburse the Advisor and its affiliates for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with providing services to the Company. As discussed in Note 6, in certain circumstances, the Company’s obligation to pay some or all of the fees due to the Advisor pursuant to the Advisory Agreement has been deferred up to an aggregate amount of $5,000,000. |
Amounts attributable to the Advisor and its affiliates incurred and paid for the three months ended March 31, 2014 and 2013 are as follows: |
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| Incurred For the Three Months | | Paid For the Three Months |
| Ended March 31, | | Ended March 31, |
| 2014 | | 2013 | | 2014 | | 2013 |
Consolidated Statements of Operations: | | | | | | | | | | | |
Expensed | | | | | | | | | | | |
Investment management fees(1) | $ | 3,174,296 | | $ | 1,256,596 | | $ | 3,267,874 | | $ | 1,256,596 |
Acquisition fees(1) | | 1,579,677 | | | 2,222,318 | | | 989,747 | | | 1,932,660 |
Acquisition expenses(2) | | 209,204 | | | 1,671,768 | | | 76,681 | | | 422,461 |
Property management | | | | | | | | | | | |
Fees(1) | | 1,353,298 | | | 548,853 | | | 1,291,118 | | | 516,451 |
Reimbursement of onsite personnel(3) | | 4,091,180 | | | 1,456,994 | | | 3,425,106 | | | 1,395,827 |
Other fees(1) | | 396,553 | | | 158,359 | | | 399,338 | | | 136,721 |
Other operating expenses(4) | | 223,678 | | | 187,738 | | | 130,668 | | | 223,449 |
Consolidated Balance Sheets: | | | | | | | | | | | |
Capitalized to real estate | | | | | | | | | | | |
Construction management fees | | 229,142 | | | — | | | 229,142 | | | — |
Additional paid-in-capital | | | | | | | | | | | |
Other offering costs reimbursement | | — | | | 2,514,262 | | | 3,105,247 | | | 2,497,871 |
Selling commissions | | — | | | 3,065,168 | | | — | | | 3,065,168 |
Dealer management fees | | — | | | 1,698,582 | | | — | | | 1,698,582 |
| $ | 11,257,028 | | $ | 14,780,638 | | $ | 12,914,921 | | $ | 13,145,786 |
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| -1 | | Included in fees to affiliates in the accompanying consolidated statements of operations for the three months ended March 31, 2014 and 2013. | | | | | | | | |
| -2 | | Included in acquisition costs in the accompanying consolidated statements of operations for the three months ended March 31, 2014 and 2013. | | | | | | | | |
| -3 | | Included in operating, maintenance and management in the accompanying consolidated statements of operations for the three months ended March 31, 2014 and 2013. | | | | | | | | |
| -4 | | Included in general and administrative expenses in the accompanying consolidated statements of operations for the three months ended March 31, 2014 and 2013. | | | | | | | | |
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Amounts attributable to the Advisor and its affiliates that are payable as of March 31, 2014 and December 31, 2013 are as follows: |
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| Payable as of | | | | | | |
| 31-Mar-14 | | 31-Dec-13 | | | | | | |
Consolidated Statements of Operations: | | | | | | | | | | | |
Expensed | | | | | | | | | | | |
Investment management fees(1) | $ | 4,436,464 | | $ | 4,530,042 | | | | | | |
Acquisition fees(2) | | 1,238,352 | | | 648,422 | | | | | | |
Acquisition expenses | | 132,523 | | | — | | | | | | |
Property management | | | | | | | | | | | |
Fees | | 478,761 | | | 416,581 | | | | | | |
Reimbursement of onsite personnel | | 1,234,925 | | | 568,851 | | | | | | |
Other fees | | 42,435 | | | 45,220 | | | | | | |
Other operating expenses | | 100,686 | | | 7,676 | | | | | | |
Consolidated Balance Sheets: | | | | | | | | | | | |
Additional paid-in-capital | | | | | | | | | | | |
Other offering costs reimbursement | | — | | | 3,105,246 | | | | | | |
Due to affiliates, net | $ | 7,664,146 | | $ | 9,322,038 | | | | | | |
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| -1 | | Investment management fees earned by the Advisor totaling $4,351,578 and $4,351,578 were deferred as of March 31, 2014 and December 31, 2013, respectively, pursuant to the terms of the Advisory Agreement. The remaining investment management fees of $84,886 and $178,464 were due and payable and are included in due to affiliates in the accompanying consolidated balance sheets at March 31, 2014 and December 31, 2013, respectively. | | | | | | | | |
| -2 | | Acquisition fees earned by the Advisor totaling $648,422 and $648,422 were deferred as of March 31, 2014 and December 31, 2013, respectively, pursuant to the terms of the Advisory Agreement. The remaining acquisition fees of $589,930 and $0 were due and payable and are included in due to affiliates in the accompanying consolidated balance sheets at March 31, 2014 and December 31, 2013, respectively. | | | | | | | | |
Organization and Offering Costs |
Organization and offering costs (other than selling commissions and dealer manager fees) of the Company were initially paid by the Advisor or its affiliates on behalf of the Company. These organization and other offering costs include all expenses to be paid by the Company in connection with the Public Offering and the private offering, including legal, accounting, printing, mailing and filing fees, charges of the Company’s transfer agent, expenses of organizing the Company, data processing fees, advertising and sales literature costs, transfer agent costs, bona fide out-of-pocket due diligence costs and amounts to reimburse the Advisor or its affiliates for the salaries of its employees and other costs in connection with preparing supplemental sales materials and providing other administrative services in connection with the Public Offering and the private offering. Reimbursement of expenses paid to the Advisor did not exceed the actual expenses incurred by the Advisor. Organization costs included all expenses incurred by the Company in connection with the formation of the Company, including, but not limited to, legal fees and other costs to incorporate the Company. |
Included in organization and offering costs are payments made to Crossroads Capital Advisors, LLC (“Crossroads”), an affiliate of the Sponsor, for certain specified services provided to the Company on behalf of the Advisor, including, without limitation, establishing operational and administrative processes; engaging and negotiating with vendors; providing recommendations and advice for the development of marketing materials and ongoing communications with investors; assisting in public relations activities and the administration of our distribution reinvestment plan and share redemption plan; and providing advice as to our real estate portfolio and property operations. |
Pursuant to the Advisory Agreement, the Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company in connection with the Public Offering, provided that the Advisor is obligated to reimburse the Company to the extent selling commissions, dealer manager fees and organization and offering costs incurred by the Company in the Public Offering exceed 15% of gross offering proceeds raised in the completed Public Offering. |
Organization costs are expensed as incurred. From inception through March 31, 2014, the Company incurred $100,738 of organizational costs on the Company’s behalf, of which $100,738 was reimbursed to the Advisor. No organizational costs were incurred or recognized during the three months ended March 31, 2014 and 2013. |
Offering costs, including selling commissions and dealer manager fees, are deferred and charged to stockholders’ equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from gross offering proceeds. For the three months ended March 31, 2014 and 2013, the Company reimbursed the Advisor $0 and $7,278,011, respectively, of offering costs related to the Public Offering including $0 and $327,000 of amounts paid to Crossroads for certain offering services provided to the Company. |
The Company has reimbursed the Advisor $95,946,206 for organization and offering costs incurred from inception through March 31, 2014, including reimbursements of organization costs of $100,738, reimbursements of private offering costs of $2,301,719 and reimbursements of Public Offering costs of $93,543,749. The Company accrued $0 and $3,105,246 for the reimbursement of offering costs in the financial statements as of March 31, 2014 and December 31, 2013, respectively. |
Investment Management Fee |
The Company pays the Advisor a monthly investment management fee equal to one-twelfth of 0.80% of (1) the cost of real properties and real estate-related assets acquired directly by the Company or (2) the Company’s allocable cost of each real property or real estate-related asset acquired through a joint venture. Such fee is calculated including acquisition fees, acquisition expenses and any debt attributable to such investments, or the Company’s proportionate share thereof in the case of investments made through joint ventures. The Company paid distributions in excess of the Company’s Adjusted Funds From Operations; therefore, $4,351,578 of investment management fees were deferred during the offering stage and remained deferred as of March 31, 2014. |
Acquisition Fees and Expenses |
The Company pays the Advisor an acquisition fee equal to 2.0% of (1) the cost of investment, as defined, in connection with the acquisition or origination of any type of real property or real estate-related asset acquired directly by the Company or (2) the Company’s allocable portion of the purchase price in connection with the acquisition or origination of any type of real property or real estate-related asset acquired through a joint venture, including any acquisition and origination expenses and any debt attributable to such investments. During the three months ended March 31, 2014 and 2013, the Company incurred acquisition fees of $1,579,677 and $2,222,318, of which $989,747 and $1,932,660, respectively, was paid to the Advisor. Acquisition fees of $589,930 and $0 were due and payable and included in due to affiliates in the accompanying balance sheets at March 31, 2014 and December 31, 2013, respectively. The Company paid distributions in excess of the Company’s Adjusted Funds From Operations; therefore, $648,422 of acquisition fees were deferred during the offering stage and remain deferred as of March 31, 2014. |
In addition to acquisition fees, the Company reimburses the Advisor for amounts directly incurred by the Advisor or its affiliates, including personnel-related costs for acquisition due diligence, legal and non-recurring management services, and amounts the Advisor pays to third parties in connection with the selection, acquisition or development of a property or acquisition of real estate-related assets, whether or not the Company ultimately acquires the property or the real estate-related assets. For the three months ended March 31, 2014 and 2013, the Advisor incurred $209,204 and $1,671,768 of direct acquisition costs and the Company paid $407,709 and $446,720 of acquisition costs to third parties. |
The Charter limits the Company’s ability to pay acquisition fees if the total of all acquisition fees and expenses relating to the purchase would exceed 6% of the contract purchase price. Under the Charter, a majority of the Company’s board of directors, including a majority of the independent directors, is required to approve any acquisition fees (or portion thereof) that would cause the total of all acquisition fees and expenses relating to an acquisition to exceed 6% of the contract purchase price. In connection with the purchase of securities, the acquisition fee may be paid to an affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable FINRA rules would prohibit the payment of the acquisition fee to a firm that is not a registered broker-dealer. |
Property Management Fees and Expenses |
The Company has entered into Property Management Agreements with Steadfast Management Company, Inc., an affiliate of the Sponsor (the “Property Manager”), in connection with the acquisition of each of the Company’s properties (other than EBT Lofts, Library Lofts and Stuart Hall which are managed by an unaffiliated third-party management company). The property management fee payable with respect to each property under the Property Management Agreements (each a “Property Management Agreement”) ranges from 2.5% to 3.5% of the annual gross revenue collected which is usual and customary for comparable property management services rendered to similar properties in similar geographic markets, as determined by the Advisor and approved by a majority of the Company’s board of directors, including a majority of the independent directors. The Property Manager also receives an oversight fee of 1% of gross revenues at certain of the properties at which it does not serve as a property manager. Generally, each Property Management Agreement has an initial one year term and will continue thereafter on a month-to-month basis unless either party gives a 60 day prior notice of its desire to terminate the Property Management Agreement, provided that the Company may terminate the Property Management Agreement upon an uncured breach of the Property Management Agreement upon 30 days prior written notice to the Property Manager. For the three months ended March 31, 2014 and 2013, the Company incurred $1,353,298 and $548,853, respectively, of property management fees, of which $1,291,118 and $516,451 was paid to the Property Manager. Property management fees totaling $478,761 and $416,581 were payable to the Property Manager at March 31, 2014 and December 31, 2013, respectively. |
In addition to the property management fee, the Property Management Agreements also specify certain other fees payable to the Property Manager for benefit administration and training services. For the three months ended March 31, 2014 and 2013, the Company incurred $396,553 and $158,359 of other fees, of which $399,338 and $136,721 was paid to the Property Manager. Other fees totaling $42,435 and $45,220 were payable to the Property Manager at March 31, 2014 and December 31, 2013, respectively. |
In addition, the Company reimburses the Property Manager for the salaries and related benefits of on-site property management employees. For the three months ended March 31, 2014 and 2013, the Company incurred $4,091,180 and $1,456,994 of salaries and related benefits of on-site property management employees, of which $3,425,106 and $1,395,827 was paid to the Property Manager. Property management expenses totaling $1,234,925 and $568,851 were payable to the Property Manager at March 31, 2014 and December 31, 2013, respectively. |
Construction Management Fees |
The Company has entered into Construction Management Agreements with Pacific Coast Land and Construction, Inc., an affiliate of the Sponsor (the “Construction Manager”), in connection with the planned renovation for certain of the Company's properties. The construction management fee payable with respect to each property under the Construction Management Agreements (each a “Construction Management Agreement”) ranges from 8.0% to 12.0% of the costs of the improvements for which the Construction Manager has oversight authority. Generally, each Construction Management Agreement has a term equal to the planned renovation timeline unless either party gives a 30 day prior notice of its desire to terminate the Construction Management Agreement. For the three months ended March 31, 2014, the Company incurred $229,142 of construction management fees, of which $229,142 was paid to the Construction Manager. No construction management fees were incurred for the three months ended March 31, 2013. No construction management fees were payable to the Construction Manager at March 31, 2014 and December 31, 2013. |
Other Operating Expense Reimbursement |
In addition to the various fees paid to the Advisor, the Company is obligated to pay directly or reimburse all expenses incurred in providing services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and information technology costs. The Company will not reimburse the Advisor for employee costs in connection with services for which the Advisor or its affiliates receive acquisition fees or disposition fees or for the salaries the Advisor pays to the Company’s executive officers. |
The Charter limits the Company’s total operating expenses (as defined) during any four fiscal quarters to the greater of 2% of the Company’s average invested assets (as defined below) or 25% of the Company’s net income for the same period (the “2% /25% Limitation”). The Company may reimburse the Advisor, at the end of each fiscal quarter, for operating expenses incurred by the Advisor; provided, however, that the Company shall not reimburse the Advisor at the end of any fiscal quarter for operating expenses that exceed the 2%/25% Limitation unless the independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. The Advisor must reimburse the Company for the amount by which the Company’s operating expenses for the preceding four fiscal quarters then ended exceed the 2%/25% Limitation. For purposes of determining the 2%/25% Limitation amount, “Average invested assets” means the average monthly book value of the Company’s assets invested directly or indirectly in equity interests and loans secured by real estate during the 12-month period before deducting depreciation, bad debts or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by the Company that are in any way related to the Company’s operation, including the Company’s allocable share of Advisor overhead and investment management fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, listing and registration of shares of the Company’s common stock; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain in the sale of the Company’s assets; (f) acquisition fees and acquisition expenses (including expenses relating to potential acquisitions that the Company does not close); (g) real estate commissions on the resale of investments; and (h) other expenses connected with the acquisition, disposition, management and ownership of investments (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of real property). |
For the three months ended March 31, 2014 and 2013, the Advisor and its affiliates incurred $223,675 and $187,738 related to the allocable share of Advisor’s overhead expenses of $223,675 and $187,738, none of which were in excess of the 2%/25% Limitation and are included in the $1,333,874 and $710,822 of general and administrative expenses recognized by the Company. |
Disposition Fee |
If the Advisor or its affiliates provides a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a property or real estate-related asset, the Company will pay the Advisor or its affiliates 1.5% of the sales price of each property or real estate-related asset sold. To the extent the disposition fee is paid upon the sale of any assets other than real property, it will be included as an operating expense for purposes of the 2%/25% Limitation. In connection with the sale of securities, the disposition fee may be paid to an affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable FINRA rules would prohibit the payment of the disposition fee to a firm that is not a registered broker-dealer. The Charter limits the maximum amount of disposition fees payable to the Advisor for the sale of any real property to the lesser of one-half of the brokerage commission paid or 3% of the contract sales price, but in no event shall the total real estate commissions paid, including any disposition fees payable to the Advisor, exceed 6% of the contract sales price. As of March 31, 2014, the Company had not incurred any disposition fees. |
Selling Commissions and Dealer Manager Fees |
Pursuant to the terms of the Dealer Manager Agreement, the Company paid the Dealer Manager up to 6.5% and 3.5% of the gross offering proceeds from the Primary Offering as selling commissions and dealer manager fees, respectively. A reduced sales commission and dealer manager fee was paid in connection with volume discounts and certain other categories of sales. No sales commission or dealer manager fee was paid with respect to shares of common stock issued pursuant to the DRP. The Dealer Manager reallowed 100% of sales commissions earned to participating broker-dealers. The Dealer Manager was also able to reallow to any participating broker-dealer a portion of the dealer manager fee that is attributable to that participating broker-dealer for certain marketing costs of that participating broker-dealer. For the three months ended March 31, 2014 and 2013, the Company paid selling commissions of $0 and $3,065,168 and dealer manager fees of $0 and $1,698,582, respectively. |
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