Related-Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2014 |
Related-Party Transactions and Arrangements [Abstract] | ' |
Related-Party Transactions and Arrangements | ' |
Note 12—Related-Party Transactions and Arrangements |
Certain affiliates of the Company received fees and compensation in connection with the Offering and will continue to receive fees during the acquisition, management and sale of the assets of the Company. The Dealer Manager received a selling commission of up to 7.0% of gross offering proceeds. In addition, the Dealer Manager received up to 2.75% of gross offering proceeds as a dealer manager fee. The Dealer Manager, in its sole discretion, re-allowed all or a portion of its dealer manager fee to participating broker-dealers as a marketing and due diligence expense reimbursement. The Company paid the Dealer Manager approximately $61,871,000 and $13,556,000 for the three months ended September 30, 2014 and 2013, respectively, and $90,665,000 and $30,904,000 for the nine months ended September 30, 2014 and 2013, respectively, for selling commissions and dealer manager fees in connection with the Offering. On June 6, 2014, the Offering terminated. |
Organization and offering expenses were paid by the Advisor, or its affiliates, on behalf of the Company. The Advisor was reimbursed for actual expenses incurred up to 15.0% of the gross offering proceeds (including selling commissions and the dealer manager fee from the sale of shares of the Company’s common stock in the Offering, other than shares of common stock sold pursuant to the DRIP). For the three months ended September 30, 2014 and 2013, the Company reimbursed $144,000 and $3,068,000, respectively, and for the nine months ended September 30, 2014 and 2013, the Company reimbursed $1,135,000 and $7,604,000, respectively, in offering expenses to the Advisor, or its affiliates. Other organization expenses were expensed as incurred and offering costs are reported in the accompanying condensed consolidated statement of stockholders’ equity. |
The Company pays the Advisor, or its affiliates, an acquisition and advisory fee in the amount of 2.0% of the contract purchase price of each asset or loan the Company acquires or originates. In addition, the Company reimburses the Advisor for all acquisition expenses it incurs on the Company’s behalf, but only to the extent the total amount of all acquisition fees and acquisition expenses is limited to 6.0% of the contract purchase price. For the three months ended September 30, 2014 and 2013, the Company incurred $9,379,000 and $2,615,000, respectively, and for the nine months ended September 30, 2014 and 2013, the Company incurred $18,684,000 and $4,633,000, respectively, in acquisition fees to the Advisor, or its affiliates. During the three months ended September 30, 2014 and 2013, the Company paid $136,000 and $707,000, respectively, and for the nine months ended September 30, 2014 and 2013, the Company paid $293,000 and $1,004,000, respectively, in advisory fees to the Advisor, or its affiliates, related to investments in notes receivables. |
The Company incurs an annual asset management fee of 1.0% of the aggregate asset value plus costs and expenses incurred by the Advisor in providing asset management services. The fee is payable monthly in an amount equal to 0.08333% of the aggregate asset value as of the last day of the immediately preceding month. For the three months ended September 30, 2014 and 2013, the Advisor recognized $4,078,000 and $457,000, respectively, in asset management fees, net of asset management fees waived. For the nine months ended September 30, 2014 and 2013, the Advisor recognized $9,538,000 and $2,083,000, respectively, in asset management fees, net of asset management fees waived. For the three months ended September 30, 2014 and 2013, the Advisor waived irrevocably, without recourse, $0 and $682,000, respectively, in asset management fees. For the nine months ended September 30, 2014 and 2013, the Advisor waived irrevocably, without recourse, $0 and $862,000, respectively, in asset management fees. For the three and nine months ended September 30, 2014, the Advisor deferred receipt of asset management fees because the Company’s modified funds from operations did not exceed its distributions. As of September 30, 2014 the Advisor deferred receipt of asset management fees in the amount of $8,963,000. |
The Company reimburses the Advisor for all expenses it paid or incurred in connection with the services provided to the Company, subject to certain limitations. The Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives an acquisition and advisory fee or a disposition fee. For the three months ended September 30, 2014 and 2013, the Advisor incurred $410,000 and $285,000, respectively, and for the nine months ended September 30, 2014 and 2013, the Advisor incurred $1,279,000 and $738,000, respectively, in operating expenses on the Company’s behalf. For the three months ended September 30, 2014 and 2013, the Company reimbursed $438,000 and $239,000, respectively, and for the nine months ended September 30, 2014 and 2013 the Company reimbursed $1,364,000 and $710,000, respectively, in operating expenses to the Advisor. |
The Company has no direct employees. The employees of the Advisor and other affiliates provide services to the Company related to acquisition, property management, asset management, accounting, investor relations, and all other administrative services. If the Advisor, or its affiliates, provides a substantial amount of services, as determined by a majority of the Company’s independent directors, in connection with the sale of one or more properties, the Company will pay the Advisor up to one-half of the brokerage commission paid, but in no event to exceed an amount equal to 2.0% of the contract sales price of each property sold. In no event will the combined real estate commission paid to the Advisor, its affiliates and unaffiliated third parties exceed 6.0% of the contract sales price. In addition, after investors have received a return on their net capital contributions and an 8.0% cumulative non-compounded annual return, then the Advisor is entitled to receive 15.0% of the remaining net sale proceeds. As of September 30, 2014, the Company did not incur any disposition fees or any subordinated sale fees to the Advisor, or its affiliates. |
Upon listing of the Company’s common stock on a national securities exchange, a listing fee equal to 15.0% of the amount by which the market value of the Company’s outstanding stock plus all distributions paid by the Company prior to listing exceeds the sum of the total amount of capital raised from investors and the amount of cash flow necessary to generate an 8.0% cumulative, non-compounded annual return to investors will be paid to the Advisor. As of September 30, 2014, the Company did not incur any listing fees. |
The Company pays the Property Manager leasing and management fees in connection with the rental, leasing, operation and management of the Company’s properties. Such fees equal 3.0% of gross revenues from single-tenant properties and 4.0% of gross revenues from multi-tenant properties. The Company will reimburse the Property Manager and its affiliates for property-level expenses that any of them pay or incur on the Company’s behalf, including salaries, bonuses and benefits of persons employed by the Property Manager and its affiliates, except for the salaries, bonuses and benefits of persons who also serve as one of the Company’s executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services. If the Company contracts directly with third parties for such services at customary market fees, the Company will pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager, the Advisor, or its affiliates, both a property management fee and an oversight fee with respect to any particular property. The Company may pay the Property Manager a separate fee for the one-time initial rent-up, lease renewals or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. For the three months ended September 30, 2014 and 2013, the Company incurred $1,482,000 and $374,000, respectively, and for the nine months ended September 30, 2014 and 2013, the Company incurred $3,113,000 and $982,000, respectively, in property management fees to the Property Manager. |
Accounts Payable Due to Affiliates |
The following amounts were outstanding due to affiliates as of September 30, 2014 and December 31, 2013 (amounts in thousands): |
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Entity | | Fee | | 30-Sep-14 | | 31-Dec-13 |
Carter/Validus Advisors, LLC and its affiliates | | Acquisition costs | | $ | 4 | | $ | 1 |
Carter/Validus Advisors, LLC and its affiliates | | Asset management fees | | | 8,963 | | | 102 |
Carter Validus Real Estate Management Services, LLC | | Property management fees | | | 319 | | | 105 |
Carter/Validus Advisors, LLC and its affiliates | | General and administrative costs | | | 140 | | | 235 |
Carter/Validus Advisors, LLC and its affiliates | | Offering costs | | | — | | | 253 |
Carter/Validus Advisors, LLC and its affiliates | | Leasing fees | | | 219 | | | — |
| | | | $ | 9,645 | | $ | 696 |
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