Related Party Arrangements | 3 Months Ended |
Mar. 31, 2015 |
Related Party Arrangements | 11 | Related Party Arrangements | | | | | | | | | | | | | | | |
In March 2013, the Company entered into the Advisor Expense Support Agreement, whereby commencing on April 1, 2013, the Advisor has agreed to 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 is determined for each calendar quarter of the Company, on a non-cumulative basis, each quarter-end date (“Determination Date”). In August 2013, the Company entered into the Property Manager Expense Support Agreement, whereby commencing on July 1, 2013, the Property Manager agreed to provide expense support to the Company through forgoing the payment of fees in cash and accepting 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. The terms of both the Advisor Expense Support Agreement and the Property Manager Expense Support Agreement (‘the Expense Support Agreements”) automatically renews for consecutive one year periods, subject to the right of the Advisor or Property Manager to terminate their respective agreements upon 30 days’ written notice to the Company. |
In exchange for services rendered and in consideration of the expense support provided, the Company will 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 respective expense support agreements (“Expense Support Agreements”). Any amounts settled, 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 stockholders do not receive their original invested capital back with at least a 6% annualized return of investment upon ultimate liquidity of the Company. Since the vesting criteria is outside the control of the Advisor and Property Manager and involves both market conditions and counterparty performance conditions, the restricted stock shares will be treated as unissued for financial reporting purposes until the vesting criteria, as defined in the Expense Support Agreements, are met. |
The following fees were settled and paid in the form of Restricted Stock in connection with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015 (in thousands, except offering price): |
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| | Three Months | | | As of | | | | | |
Ended March 31, | March 31, | | | | |
| | 2015 | | | 2014 | | | 2015 | | | | | |
Asset management fees (1) | | $ | 545 | | | $ | 848 | | | $ | 6,814 | | | | | |
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Then-current offering price (2) | | $ | 10.58 | | | $ | 10.14 | | | $ | 10.58 | | | | | |
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Restricted stock shares (3) | | | 52 | | | | 84 | | | | 670 | | | | | |
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Cash distributions on Restricted Stock (4) | | $ | 54 | | | $ | 5 | | | $ | 157 | | | | | |
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Stock distributions on Restricted Stock (5) | | | 4 | | | | — | (6) | | | 11 | | | | | |
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FOOTNOTES: |
(1) | No other amounts have been settled in accordance with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015. | | | | | | | | | | | | | | | |
(2) | The then-current offering prices are based on the Company’s net asset value (“NAV”) per share as of the Determination Date. | | | | | | | | | | | | | | | |
(3) | Restricted stock shares are comprised of approximately 0.05 million issuable to the Advisor as of March 31, 2015. No fair value was assigned to the restricted stock shares as the shares were valued at zero, which represents the lowest possible value estimated at vesting. In addition, the restricted stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met through March 31, 2015. | | | | | | | | | | | | | | | |
(4) | The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | | | | | | | | | | | | | | | |
(5) | The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | | | | | | | | | | | | | | | |
(6) | During the three months ended March 31, 2014, the Advisor received 358 shares in the form of stock distributions under the terms of the Advisor Expense Support Agreement. | | | | | | | | | | | | | | | |
The Company maintains accounts totaling approximately $0.1 million as of both March 31, 2015 and December 31, 2014, at a bank in which the Company’s chairman serves as a director. |
In March 2015, the Company acquired Fieldstone Memory Care, a 40-unit memory care community located in Yakima, Washington for a purchase price of $12.4 million from a related party of the Company’s Sponsor. The board of directors, including all of the independent directors, concluded that substantial justification existed to consummate the Fieldstone Memory Care acquisition, and that the transaction and the purchase price are fair and reasonable. In determining whether to approve the Fieldstone Transaction, the board of directors reviewed and took into account, among other factors it deemed appropriate, the following information, facts and circumstances: an affiliate of CNL is the majority interest holder and managing member of the seller; that the purchase price exceeds the seller’s acquisition and development costs; a March 2015 independent appraisal; and a prospective value upon reaching stabilization. |
In June 2013, the Company originated an acquisition, development and construction loan (“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 an MOB in Rutland, Virginia that will function as an out-patient emergency and imaging center and was leased to Hospital Corporation of America (“HCA”). As of December 31, 2014, the Company’s ADC Loan had been fully repaid. For the three months ended March 31, 2014, the Company recorded interest income of approximately $0.1 million, which is included in interest income on note receivable from related party in the accompanying condensed consolidated statements of operations. |
The Company incurs operating expenses which, in general, relate 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 (“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) (“Limitation”), unless a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors (“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 Agreements. For the Expense Year ended March 31, 2015, the Company did not incur operating expenses in excess of the Limitation. |
The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offering for the three months ended March 31, 2015 and 2014, and related amounts unpaid as of March 31, 2015 and December 31, 2014 are as follows (in thousands): |
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| | Three Months Ended | | | Unpaid amounts as of (1) | |
| | March 31, | | March 31, | | | December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Selling commissions (2) | | $ | 4,022 | | | $ | 2,453 | | | $ | 77 | | | $ | 388 | |
Marketing support fees (2) | | | 5,387 | | | | 2,584 | | | | 141 | | | | 555 | |
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| | $ | 9,409 | | | $ | 5,037 | | | $ | 218 | | | $ | 943 | |
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The expenses and fees incurred by and reimbursable to the Company’s related parties for the three months ended March 31, 2015 and 2014, and related amounts unpaid as of March 31, 2015 and December 31, 2014 are as follows (in thousands): |
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| | Three Months Ended | | | Unpaid amounts as of (1) | |
| | March 31, | | March 31, | | | December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Reimbursable expenses: | | | | | | | | | | | | | | | | |
Offering costs (2) | | $ | 882 | | | $ | 826 | | | $ | 608 | | | $ | 713 | |
Operating expenses (3) | | | 898 | | | | 199 | | | | 877 | | | | 479 | |
Acquisition fees and expenses | | | 104 | | | | 235 | | | | 12 | | | | 80 | |
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| | | 1,884 | | | | 1,260 | | | | 1,497 | | | | 1,272 | |
Investment services fees (4) | | | 1,416 | | | | 4,046 | | | | — | | | | — | |
Property management fees (5) | | | 980 | | | | 460 | | | | 514 | | | | 429 | |
Asset management fees (6) | | | 4,886 | | | | 2,666 | | | | 1,116 | | | | 355 | |
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| | $ | 9,166 | | | $ | 8,432 | | | $ | 3,127 | | | $ | 2,056 | |
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FOOTNOTES: |
(1) | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | | | | | | | | | | | | | | | |
(2) | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. | | | | | | | | | | | | | | | |
(3) | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | | | | | | | | | | | | | | | |
(4) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.4 million and $4.0 million, respectively. For the three months ended March 31, 2014, investment services fees of approximately $0.5 million were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. No investment services fees were capitalized for the three months ended March 31, 2015. Investment service fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | | | | | | | | | | | | | | | |
(5) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.0 million and $0.5 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.3 million and $0.1 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. | | | | | | | | | | | | | | | |
(6) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $4.9 million and $2.7 million, respectively, in asset management fees payable to the Advisor of which approximately $0.5 million and $0.8 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. | | | | | | | | | | | | | | | |