Related Party Arrangements | 9 Months Ended |
Sep. 30, 2013 |
Related Party Arrangements | ' |
9 | Related Party Arrangements | | | | | | | | | | | | | | | |
In March 2013, the Company’s board of directors approved an amendment to the advisory agreement with the Advisor that will provide for payments of asset management fees based on a percentage of the average real estate values as defined in the agreement rather than amounts as of the end of the preceding month. |
In March 2013, the Company entered into the Advisor Expense Support Agreement pursuant to which the Advisor has agreed to accept certain payments in the form of forfeitable restricted common stock of the Company in lieu of cash for asset management fees and specified expenses owed by the Company to the Advisor under the advisory agreement. The term of the Advisor Expense Support Agreement runs from April 1, 2013 until December 31, 2013, subject to the right of the Advisor to terminate the Advisor Expense Support Agreement upon 30 days’ written notice to the Company. In November 2013, the Advisor elected to extend the Advisor Expense Support Agreement through December 31, 2014, refer to Note 17, “Subsequent Events,” for further information. |
Commencing on April 1, 2013, the Advisor shall provide expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services rendered and specified expenses incurred in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations (as defined in the Advisor Expense Support Agreement). The Advisor expense support amount shall be determined for each calendar quarter of the Company, on a non-cumulative basis, with each such quarter-end date (“Determination Date”). |
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In August 2013, the Company entered into the Property Manager Expense Support Agreement pursuant to which the Property Manager has agreed to accept certain payments in the form of forfeitable restricted common stock of the Company in lieu of cash for property management services owed by the Company to the Property Manager under the property management and leasing agreement. The term of the Property Manager Expense Support Agreement runs from July 1, 2013 until December 31, 2013, subject to the right of the Property Manager to terminate the Property Manager Expense Support Agreement upon 30 days’ written notice to the Company. In November 2013, the Property Manager elected to extend the Property Manager Expense Support Agreement through December 31, 2014, refer to Note 17, “Subsequent Events,” for further information. |
Commencing on July 1, 2013, the Property Manager has provided expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations (as defined in the Property Manager Expense Support Agreement). The Property Manager expense support amount shall be determined, on a non-cumulative basis, after the calculation of the Advisor expense support amount pursuant to the Property Manager Expense Support Agreement on each Determination Date. |
In exchange for services rendered and in consideration of the expense support provided, the Company shall issue, within 45 days following each Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amount provided by to the Advisor and Property Manager for the preceding quarter divided by the then-current public offering price per share of common stock, on the terms and conditions and subject to the restrictions set forth in the Expense Support Agreements. Any amounts deferred, and for which restricted stock shares are issued, pursuant to the Expense Support Agreements will be permanently waived and the Company will have no obligation to pay such amounts to the Advisor or the Property Manager. The restricted stock is subordinated and forfeited to the extent that shareholders do not receive their original invested capital back with at least a 6% annualized return of investment upon ultimate liquidity of the company. Refer to Note 2, “Summary of Significant Accounting Policies” for treatment of issued restricted stock. |
For the nine months ended September 30, 2013, approximately $0.5 million in asset management fees and specified expenses were forgone in accordance with the terms of the Advisor Expense Support Agreement. The Company’s aggregate modified funds from operations exceeded cash distributions for the quarter ended September 30, 2013 and accordingly no asset management fees and specified expenses were foregone for the quarter ended September 30, 2013. As of September 30, 2013, the Advisor had foregone a total of approximately $0.5 million in asset management fees and specified expenses under the terms of the Advisor Expense Support Agreement and the Company had issued approximately 0.05 million Restricted Stock shares to the Advisor related to three months ended June 30, 2013. |
As of September 30, 2013, the Advisor had received approximately $1,600 and 118 shares in the form of cash and stock distributions, respectively, related to previously issued Restricted Stock shares for which approximately $1,700 of expense for the quarter and nine months ended September 30, 2013 has been recognized and included in general and administrative expense in the accompanying condensed consolidated statements of operations. |
As noted above, the Company’s modified funds from operations exceeded cash distributions for the quarter ended September 30, 2013 and accordingly no property management fees and specified expenses were forgone for the quarter ended September 30, 2013. As of September 30, 2013, no Restricted Stock shares had been issued to the Property Manager nor was the Property Manager entitled to any dividends during the quarter and nine months ended September 30, 2013. |
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For the quarter and nine months ended September 30, 2013 and 2012, the Company incurred the following fees in connection with its Offering: |
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| | Quarter ended | | | Nine months ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Selling commissions | | $ | 3,248,049 | | | $ | 1,498,058 | | | $ | 7,165,482 | | | $ | 5,930,241 | |
Marketing support fees | | | 3,252,102 | | | | 1,280,117 | | | | 8,462,553 | | | | 3,320,785 | |
| | | | | | | | | | | | | | | | |
Total offering expenses | | $ | 6,500,151 | | | $ | 2,778,175 | | | $ | 15,628,035 | | | $ | 9,251,026 | |
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For the quarter and nine months ended September 30, 2013 and 2012, the Company incurred the following fees and reimbursable expenses as follows: |
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| | | | | | | | | | | | | | | | |
| | Quarter ended | | | Nine months ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Reimbursable expenses: | | | | | | | | | | | | | | | | |
Offering costs | | $ | 691,480 | | | $ | 2,173,419 | | | $ | 2,713,627 | | | $ | 5,600,764 | |
Operating expenses | | | 764,340 | | | | 401,745 | | | | 2,112,608 | | | | 1,225,788 | |
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| | $ | 1,455,820 | | | $ | 2,575,164 | | | $ | 4,826,235 | | | $ | 6,826,552 | |
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Investment services fees (1) | | $ | 4,583,697 | | | $ | 592,326 | | | $ | 6,449,978 | | | $ | 4,448,561 | |
Disposition fee | | | 607,718 | | | | — | | | | 607,718 | | | | — | |
Financing coordination fee | | | — | | | | 551,910 | | | | — | | | | 551,910 | |
Property management fees (2) | | | 295,514 | | | | 277,498 | | | | 879,281 | | | | 327,013 | |
Asset management fees (3) | | | 1,263,824 | | | | 534,631 | | | | 2,897,641 | | | | 814,797 | |
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Total reimbursable expenses, net | | $ | 6,750,753 | | | $ | 1,956,365 | | | $ | 10,834,618 | | | $ | 6,142,281 | |
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FOOTNOTES: |
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(1) | For the quarter and nine months ended September 30, 2013, the Company incurred approximately $4.6 million and $6.4 million, respectively, in investment service fees of which approximately $0.5 million was capitalized as part of its investment basis in the Montecito Joint Venture and the additional Windsor Manor II Communities for the nine months ended September 30, 2013. For the quarter and nine months ended September 30, 2012, the Company incurred approximately $0.6 million and $4.4 million, respectively, in investment services fees of which approximately $0.3 million and $2.6 million, respectively, were capitalized and included in investments in unconsolidated entities and properties held for development. | | | | | | | | | | | | | | | |
(2) | For the quarter and nine months ended September 30, 2013, the Company incurred approximately $0.3 million and $0.9 million, respectively, in property and construction management fees, of which approximately $0.07 million and $0.2 million, respectively, in construction management fees have been capitalized and included in real estate under development. For the quarter and nine months ended September 30, 2012, the Company incurred approximately $0.1 million in construction management fees which were capitalized and included in real estate under development. | | | | | | | | | | | | | | | |
(3) | For the quarter and nine months ended September 30, 2013, the Company incurred approximately $1.3 million and $2.9 million in asset management fees and specified expenses, which was net of approximately $0.5 million in asset management fees that were forgone in accordance with the terms of the Advisor Expense Support Agreement for the nine months ended September 30, 2013. For the quarter and nine months ended September 30, 2013, the Company capitalized approximately $0.2 million and $0.2 million, respectively, in asset management fees which have been included in real estate under development. There were no asset management fees forgone or capitalized for the quarter and nine months ended September 30, 2012. | | | | | | | | | | | | | | | |
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Amounts due to related parties for fees and reimbursable costs and expenses were as follows as of: |
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| | September 30, | | | December 31, | | | | | | | | | |
2013 | 2012 | | | | | | | | |
Due to managing dealer: | | | | | | | | | | | | | | | | |
Selling commissions | | $ | 343,501 | | | $ | 102,656 | | | | | | | | | |
Marketing support fees | | | 256,573 | | | | 136,337 | | | | | | | | | |
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| | | 600,074 | | | | 238,993 | | | | | | | | | |
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Due to property manager: | | | | | | | | | | | | | | | | |
Property management fees | | | 235,774 | | | | 452,131 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | 235,774 | | | | 452,131 | | | | | | | | | |
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Due to the Advisor, its affiliates and others: | | | | | | | | | | | | | | | | |
Asset management fees | | | 1,263,824 | | | | — | | | | | | | | | |
Reimbursable operating expenses | | | 843,453 | | | | 242,293 | | | | | | | | | |
Reimbursable offering costs | | | 237,371 | | | | 356,463 | | | | | | | | | |
Interest reserve account and other advances | | | 293,018 | | | | — | | | | | | | | | |
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| | | 2,637,666 | | | | 598,756 | | | | | | | | | |
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| | $ | 3,473,514 | | | $ | 1,289,880 | | | | | | | | | |
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The Company incurs operating expenses which, in general, are related to administration of the Company on an ongoing basis. Pursuant to the advisory agreement, the Advisor shall reimburse the Company the amount by which the total operating expenses paid or incurred by the Company exceed, in any four consecutive fiscal quarters (an “Expense Year”) commencing with the Expense Year ending June 30, 2013, the greater of 2% of average invested assets or 25% of net income (as defined in the advisory agreement) (the “Limitation”), unless a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors (referred to as the “Expense Cap Test”). In performing the Expense Cap Test, the Company uses operating expenses on a GAAP basis after making adjustments for the benefit of expense support under the Expense Support Agreement. For the Expense Year ended September 30, 2013, the Company did not incur operating expenses in excess of the Limitation. |
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In June 2013, the Company originated an acquisition, development and construction loan in the amount of $6.2 million (“ADC Loan”) to C4 Development, LLC (“Crosland Southeast”), a related party by virtue of a family relationship between a principal of the borrower and the Company’s vice chairman who recused himself from review and approval of the investment, for the development of a 22,000 square foot MOB in Rutland, Virginia that will function as an out-patient emergency and imaging center and will be leased to Hospital Corporation of America (“HCA”). The triple-net lease with HCA is effective upon Crosland Southeast obtaining a certificate of occupancy and contains a 10 year initial term with four 5 year renewal options. As of September 30, 2013, approximately $2.5 million of the ADC Loan commitment had been funded of which approximately $1.8 million was used for the purchase of 2.8 acres of land (“HCA Rutland”) and approximately $0.7 million was used towards the development of the MOB. |
Concurrent with the ADC Loan, the Company also entered into a right of first refusal to acquire the HCA Rutland property with a one year term from the earlier of (a) the maturity date of the ADC Loan or (b) the date that the ADC Loan is paid in full. Based on review and assessment of the transaction structure, the Company has determined that it holds a variable interest in Crosland Southeast through the ADC Loan; however, the Company further concluded that it is not the primary beneficiary of the HCA Rutland development as the Company does not have the power to direct the activities that most significantly impact economic performance of either Crosland Southeast or the HCA Rutland development. The Company’s maximum exposure to loss as a result of its involvement with this VIE is limited to the amounts funded under the ADC Loan, which totaled approximately $2.5 million as of September 30, 2013. The Company’s exposure is limited as a result of the Company’s collateralized interest in the HCA Rutland development. |
The approximate $2.5 million of funding on the ADC Loan has been recorded as a note receivable from related party in the accompanying condensed consolidated balance sheet as of September 30, 2013 and is comprised of the following: |
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| | | | | | | | | | | | | | | | |
Borrower (Description of Collateral Property) | | Origination | | Maturity | | Interest | | | Loan Principal Balance as of | |
| Date | | Date (1) | | Rate (2) | | September 30, | | | December 31, | |
| | | 2013 | 2012 |
Crosland Southeast (land development) | | 6/27/13 | | 6/27/14 | | | 16 | % | | $ | 2,527,976 | | | $ | — | |
Loan origination costs | | | | | | | | | | | 119,479 | | | | — | |
Accrued interest (3) | | | | | | | | | | | 52,149 | | | | — | |
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Total carrying amount | | | | | | | | | | $ | 2,699,604 | | | $ | — | |
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FOOTNOTES: |
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-1 | The initial term of the ADC Loan is one year with an extension option of up to six months. | | | | | | | | | | | | | | | |
-2 | The interest rate is comprised of an 8% component that is paid monthly and an 8% component that is paid upon maturity of the ADC Loan. | | | | | | | | | | | | | | | |
-3 | Approximately $0.01 million of accrued interest represents monthly interest payments and approximately $0.04 million represents amounts that are due at maturity. Accrued interest is included in interest income on note receivable from related party in the accompanying condensed statements of operations for the quarter and nine months ended September 30, 2013. | | | | | | | | | | | | | | | |
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The fair value and carrying value of the Company’s note receivable from related party were approximately $2.7 million as of September 30, 2013 based on then-current rates and spreads that a market participant would expect to obtain for similar financings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair value related to the Company’s note receivable from related party is categorized as level 3 on the three-level fair value hierarchy. |
The following is a schedule of future principal maturities for the note receivable from related party for the remainder of 2013 and each of the next four years and thereafter, in the aggregate, as of September 30, 2013: |
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2013 | | $ | — | | | | | | | | | | | | | |
2014 | | | 2,527,976 | | | | | | | | | | | | | |
2015 | | | — | | | | | | | | | | | | | |
2016 | | | — | | | | | | | | | | | | | |
2017 | | | — | | | | | | | | | | | | | |
Thereafter | | | — | | | | | | | | | | | | | |
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Total | | $ | 2,527,976 | | | | | | | | | | | | | |
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In connection with the ADC Loan agreement, Crosland Southeast established an interest reserve account at a bank in which the Company’s chairman serves as a director, which as of September 30, 2013 was approximately $0.3 million. The purpose of the interest reserve account is to pay regular interest payments that will be due and payable under the ADC Loan. Moreover, Crosland Southeast will continue to make periodic payments to the interest reserve account to ensure sufficient funds to cover monthly interest payments coming due under the ADC Loan. In addition, the Company maintains other accounts at a bank in which the Company’s chairman serves as a director. The Company had total other deposits at that bank in the amount of approximately $0.4 million and $0.1 million as of September 30, 2013 and December 31, 2012, respectively. |