Related Party Transactions and Arrangements | 6 Months Ended |
Jun. 30, 2014 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions and Arrangements | ' |
Related Party Transactions and Arrangements |
The SLP, an entity controlled by the Sponsor, owned 20,000 shares of the Company's outstanding common stock as of June 30, 2014 and December 31, 2013. |
The Advisor, as the holder of Class B Units, had the right to make a capital contribution to the OP in exchange for OP units. Pursuant to a Contribution and Exchange Agreement entered into between the Advisor and the OP dated April 15, 2014, the Advisor contributed $0.8 million in cash to the OP in exchange for 83,333 OP units of the OP. See Note 18 - Non-controlling Interests. |
During the six months ended June 30, 2014, the Company invested $3.0 million in a real estate income fund managed by an affiliate of the Sponsor (see Note 6 — Investment Securities). There is no obligation to purchase any additional shares and the shares can be sold at any time. |
Fees Paid in Connection with the IPO |
The Dealer Manager and the Sponsor received fees and compensation in connection with the sale of the Company's common stock in the IPO. The Dealer Manager received a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager was permitted to re-allow a portion of its dealer manager fee to such participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support provided as compared to other participating broker-dealers. The following table details total selling commissions and dealer manager fees incurred and payable to the Dealer Manager related to the sale of common stock as of and for the periods presented: |
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| | Three Months Ended | | Six Months Ended | | Payable as of | | | | | | | | | | | | | | | | |
| | June 30, | | June 30, | | June 30, | | December 31, | | | | | | | | | | | | | | | | |
(In thousands) | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | | | | | | | | |
Total commissions and fees incurred from Dealer Manager | | $ | — | | | $ | 30,208 | | | $ | 8 | | | $ | 37,368 | | | $ | — | | | $ | 857 | | | | | | | | | | | | | | | | | |
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The Advisor and its affiliates received compensation and reimbursement for services provided in connection with the IPO. Effective March 1, 2013, the Company began utilizing transfer agent services provided by an affiliate of the Dealer Manager. All offering costs related to the IPO incurred by the Company, or its affiliated entities, on behalf of the Company were charged to additional paid-in capital on the accompanying consolidated balance sheets. The following table details offering costs reimbursements incurred and payable to the Advisor and Dealer Manager related to the IPO as of and for the periods presented: |
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| | Three Months Ended | | Six Months Ended | | Payable as of | | | | | | | | | | | | | | | | |
| | June 30, | | June 30, | | June 30, | | December 31, | | | | | | | | | | | | | | | | |
(In thousands) | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | | | | | | | | |
Fees and expense reimbursements from the Advisor and Dealer Manager | | $ | — | | | $ | 711 | | | $ | — | | | $ | 1,407 | | | $ | — | | | $ | 416 | | | | | | | | | | | | | | | | | |
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Fees Paid in Connection With the Operations of the Company |
The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for expenses incurred for services provided by third parties and incurs acquisition expenses directly from third parties. The Company expects third-party acquisition expenses to be approximately 0.5% of the purchase price of each property and 0.5% of the amount advanced for a loan or other investment. The total of all acquisition fees, acquisition expenses and any financing coordination fees (as described below) with respect to the Company's portfolio of investments or reinvestments did not exceed 4.5% of the contract purchase price of the Company's portfolio as measured at the close of the acquisition phase. On April 15, 2014, in conjunction with the Listing, the Company entered into the Sixth Amended and Restated Advisory Agreement (the "Amended Advisory Agreement") by and among the Company, the OP and the Advisor, which, among other things, terminates the acquisition fee 180 days after the Listing, or October 12, 2014 (the "Termination Date"), except for fees with respect to properties under contract, letter of intent or under negotiation as of the Termination Date. |
Until the Listing, the Company paid the Advisor an asset management fee equal to 0.75% per annum of the cost of the Company's assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excludes acquisition fees) plus costs and expenses incurred by the Advisor in providing asset management services; provided, however, that the asset management fee was reduced by any amounts payable to the Property Manager as an oversight fee, such that the aggregate of the asset management fee and the oversight fee did not exceed 0.75% per annum of the cost of the Company's assets plus costs and expenses incurred by the Advisor in providing asset management services. As payment for this arrangement, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B units," which were intended to be profits interests and would vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all dividends made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). The value of issued Class B units was determined and expensed when the Company deemed the achievement of the performance condition was probable, which occurred as of the Listing. As of April 15, 2014, in aggregate, the board of directors had approved the issuance of 1,188,667 Class B units to the Advisor in connection with this arrangement. The Advisor received dividends on unvested Class B units equal to the dividend rate received on the Company's common stock. Such dividends on issued Class B units are included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). The performance condition related to these Class B units was satisfied upon completion of the Listing, which resulted in $11.5 million of expense on April 15, 2014, which is included in vesting of asset management fees expense in the consolidated statement of operations and comprehensive income (loss). On April 15, 2014, the Class B units were converted to OP units on a one-to-one basis. |
In accordance with the Amended Advisory Agreement, the asset management fee was reduced from 0.75% per annum to 0.50% per annum of the cost of assets up to $3.0 billion and 0.40% per annum of the cost of assets above $3.0 billion. The Amended Advisory Agreement also permits the asset management fee to be paid in the form of cash, OP units, and shares of restricted common stock of the Company, or a combination thereof, at the Advisor’s election. |
Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 4.0% of gross revenues from properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The Company also reimburses the Property Manager for property-level expenses. The Property Manager may subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and pays the Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property. |
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire assets, or that is assumed, directly or indirectly, in connection with the acquisition of assets, the Company pays the Advisor a financing coordination fee equal to 0.75% of the amount available or outstanding under such financing or such assumed debt. In accordance with the Amended Advisory Agreement, the financing coordination fee terminates on the Termination Date, except for fees with respect to properties under contract, letter of intent or under negotiation as of the Termination Date. |
Effective March 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees were amortized over a six month period beginning in April 2013, the estimated remaining term of the IPO as of the date of the agreement. The Dealer Manager and its affiliates also provide transfer agency services, as well as transaction management and other professional services. These fees are also included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) during the period the service was provided. |
The following table details amounts incurred, forgiven and contractually due in connection with the operations related services described above as of and for the periods presented: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | | Payable as of |
| | 2014 | | 2013 | | 2014 | | 2013 | | June 30, | | December 31, |
(In thousands) | | Incurred | | Forgiven | | Incurred | | Forgiven | | Incurred | | Forgiven | | Incurred | | Forgiven | | 2014 | | 2013 |
One-time fees and reimbursements: | | | | | | | | | | | | | | | | | | | | |
Acquisition fees and related cost reimbursements(1) | | $ | — | | | $ | — | | | $ | (2,512 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (825 | ) | | $ | — | | | $ | — | | | $ | — | |
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Financing coordination fees | | 2,363 | | | — | | | — | | | — | | | 2,363 | | | — | | | 450 | | | — | | | — | | | — | |
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Ongoing fees: | | | | | | | | | | | | | | | | | | | | | |
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Asset management fees (2) | | 2,274 | | | — | | | — | | | — | | | 2,274 | | | — | | | — | | | — | | | 2,274 | | | — | |
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Transfer agent and other professional fees | | 1,041 | | | — | | | — | | | — | | | 1,627 | | | — | | | — | | | — | | | 499 | | | — | |
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Property management and leasing fees | | — | | | 413 | | | — | | | 185 | | | — | | | 787 | | | — | | | 371 | | | — | | | — | |
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Strategic advisory fees | | — | | | — | | | 454 | | | — | | | — | | | — | | | 605 | | | — | | | — | | | — | |
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Dividends on Class B units | | 19 | | | — | | | 26 | | | — | | | 107 | | | — | | | 40 | | | — | | | — | | | — | |
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Total related party operational fees and reimbursements | | $ | 5,697 | | | $ | 413 | | | $ | (2,032 | ) | | $ | 185 | | | $ | 6,371 | | | $ | 787 | | | $ | 270 | | | $ | 371 | | | $ | 2,773 | | | $ | — | |
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-1 | In June 2013, the Advisor elected to reimburse the Company $2.5 million for insourced acquisition expenses and legal reimbursements incurred. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Prior to the Listing, the Company caused the OP to issue the Advisor restricted performance based Class B units for asset management services, which vested as of the Listing. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company reimburses the Advisor's costs and expenses of providing services, subject to the limitation that it will not reimburse the Advisor for any amount by which the Company's total operating expenses (as defined in the Company's charter and advisory agreement) for the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives a separate fee. No reimbursement was incurred from the Advisor for providing administrative services for the three and six months ended June 30, 2014 or 2013. |
In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor agreed to waive certain fees including property management fees during the three and six months ended June 30, 2014 and 2013. Because the Advisor waived certain fees, cash flow from operations that would have been paid to the Advisor was available to pay dividends to stockholders. The fees that were forgiven are not deferrals and accordingly, will not be paid to the Advisor in cash. Additionally, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's expenses. The following table details property operating and general and administrative expenses absorbed by the Advisor during the three and six months ended June 30, 2014 and 2013. These costs are presented net in the accompanying consolidated statements of operations and comprehensive income (loss). |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating expenses absorbed | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | |
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General and administrative expenses absorbed | | 1,041 | | | 600 | | | 1,041 | | | 950 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total expenses absorbed | | $ | 1,041 | | | $ | 600 | | | $ | 1,041 | | | $ | 950 | | | | | | | | | | | | | | | | | | | | | | | | | |
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The Company had a receivable from affiliates of $1.0 million at June 30, 2014 related to absorbed general and administrative expenses. The Company had no such receivables from affiliates at December 31, 2013. |
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets |
In December 2013, the Company entered into a transaction management agreement with RCS Advisory Services, LLC, an entity owned by the Dealer Manager, to provide strategic alternatives transaction management services through the occurrence of a liquidity event and a-la-carte services thereafter. The Company agreed to pay $3.0 million pursuant to this agreement. For the three and six months ended June 30, 2014, the Company incurred $1.5 million of expenses pursuant to this agreement, including amounts for services provided in preparation for the Listing, and is included in acquisition and transaction related costs in the consolidated statement of operations. The Company incurred $1.5 million in fees pursuant to this arrangement during the year ended December 31, 2013 which were included in acquisition and transaction related costs in the consolidated statement of operations. Thus, the Company does not owe the Dealer Manager any more fees pursuant to this agreement. |
In December 2013, the Company entered into an information agent and advisory services agreement with the Dealer Manager and American National Stock Transfer, LLC, an entity owned by the Dealer Manager, to provide in connection with a liquidity event, advisory services, educational services to external and internal wholesalers, communication support as well as proxy, tender offer or redemption and solicitation services. The Company agreed to pay $1.9 million pursuant to this agreement. For the three and six months ended June 30, 2014, the Company incurred $0.7 million and $1.3 million, respectively, of expenses pursuant to this agreement, which includes amounts for services provided in preparation for the Tender Offer, and is included in additional paid-in capital on the accompanying consolidated balance sheet. The Company incurred $0.6 million in fees pursuant to this arrangement during the year ended December 31, 2013 which were included in acquisition and transaction related costs in the consolidated statement of operations. |
In December 2013, the Company entered into an agreement with RCS Capital, LLC, the investment banking and capital markets division of the Dealer Manager, for strategic and financial advice and assistance in connection with (i) a possible sale transaction involving the Company (ii) the possible listing of the Company’s securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Dealer Manager received a transaction fee equal to 0.25% of the transaction value in connection with the possible sale transaction, listing or acquisition. In April 2014, in connection with the Listing, the Company incurred and paid $6.9 million in connection with this agreement. |
During the three and six months ended June 30, 2014, the Company incurred $0.6 million of expenses with affiliated entities relating to general legal, marketing and sales services provided in connection with the Listing. These expenses are included in acquisition and transaction related costs in the consolidated statement of operations. During the three and six months ended June 30, 2014, the Company also incurred approximately $9,000 of expenses with affiliated entities relating to general legal services provided in connection with the Tender Offer. These expenses are included in additional paid-in capital on the accompanying consolidated balance sheets. As of June 30, 2014, there was $0.2 million in accounts payable and accrued expenses on the accompanying balance sheets relating to these Listing and Tender Offer expenses. |
For substantial assistance in connection with the sale of properties, the Company will pay the Advisor a property disposition fee, not to exceed the lesser of 2.0% of the contract sale price of the property and 50% of the competitive real estate commission paid if a third party broker is also involved; provided, however that in no event may the property disposition fee paid to the Advisor when added to real estate commissions paid to unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a competitive real estate commission. For purposes of the foregoing, "competitive real estate commission" means a real estate brokerage commission for the purchase or sale of a property which is reasonable, customary and competitive in light of the size, type and location of the property. No such fees were incurred or paid for the three and six months ended June 30, 2014 and 2013. |
In connection with the Listing, the OP entered into the Listing Note. See Note 9 - Subordinated Listing Distribution Derivative. |
In connection with the Listing and the Amended Advisory Agreement, the Company terminated the subordinated termination fee that would be due to the Advisor in the event of termination of the advisory agreement. |