Related Party Arrangements | 8. Related Party Arrangements In March 2013, the Company entered into the advisor expense support and restricted stock agreement (“Advisor Expense Support Agreement”), whereby the Advisor agreed to provide expense support to the Company through forgoing the payment of fees in cash and acceptance of forfeitable restricted common stock (“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) (as defined in the Property Manager Expense Support Agreement) In exchange for services rendered and in consideration of the expense support provided, the Company issued, within 45 days following each Original Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amounts provided by the Advisor and Property Manager for the preceding quarter divided by either: (1) the then-current public offering price per share of common stock during the Offerings or (2) the Company’s then-current net asset value (“NAV”) per share of common stock subsequent to the Offerings, on the terms and conditions and subject to the restrictions set forth in the Advisor Expense Support Agreement and the Property Manager Expense Support Agreement (“Original Expense Support Agreements”). Any amounts settled, and for which restricted stock shares were issued, pursuant to the Original Expense Support Agreements have been permanently settled and the Company has no further 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 invested capital plus a 6% cumulative, noncompounded annual return upon the 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 are treated as unissued for financial reporting purposes until the vesting criteria are met. In March 2016, the Company’s board of directors approved amended and restated expense support agreements with both the Advisor and Property Manager (“Amended Expense Support Agreements”) that are effective January 1, 2016 and change the calculation and determination date of the respective affiliate’s expense support amounts from each calendar quarter, on a non-cumulative basis, to each calendar year on a cumulative year-to-date basis (“Amended Determination Date”). Under the terms of the Amended Expense Support Agreements, for each quarter within a calendar expense support year, the Company will record a proportional estimate of the cumulative year-to-date period based on an estimate of expense support amounts for the calendar expense support year. Moreover, in exchange for services rendered and in consideration of the expense support provided under the Amended Expense Support Agreements, the Company will issue, within 90 days following the Amended Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amounts provided by the Advisor and Property Manager for the preceding calendar year divided by the Company’s then-current NAV per share of common stock. The terms of the Amended Expense Support Agreements automatically renew 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. 8. Related Party Arrangements (continued) The following fees are expected to be or were settled and paid in the form of Restricted Stock in connection with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016 and the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, and cumulatively as of June 30, 2016 under both agreements (in thousands, except offering price): Quarter ended Six Months Ended As of June 30, June 30, June 30, 2016 2015 2016 2015 2016 Asset management fees (1) $ 1,325 $ 868 $ 1,700 $ 1,413 $ 12,347 Then-current offering price or NAV (2) $ 9.75 $ 10.58 $ 9.75 $ 10.58 $ 9.75 Restricted Stock shares (3) 136 82 174 134 1,216 Cash distributions on Restricted Stock (4) $ 112 $ 68 $ 202 $ 122 $ 586 Stock distributions on Restricted Stock (5) ― 5 ― 9 21 ______________ FOOTNOTES: (1) No other amounts have been settled in accordance with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016, the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, or cumulatively as of June 30, 2016 under either of the agreements. (2) The number of restricted stock shares granted to the Advisor in lieu of payment in cash is determined by dividing the expense support amount for the respective determination date by the then-current public offering price as of the Original Determination Date or by the then-current NAV per share as of the Amended Determination Date. (3) As of June 30, 2016, Restricted Stock shares are comprised of approximately 1.04 million shares issued to the Advisor and approximately 0.2 million expected to be issued to the Advisor on the Amended Determination Date. 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 June 30, 2016 . (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. The Company maintained accounts totaling approximately $0.1 million as of December 31, 2015, at a bank in which the Company’s chairman served as a director during the year ended December 31, 2015. 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 Amended Expense Support Agreements. For the Expense Year ended June 30, 2016, the Company did not incur operating expenses in excess of the Limitation. In March 2015, the Company acquired Fieldstone Memory Care for a purchase price of $12.4 million from a related party of the Company’s Sponsor. 8. Related Party Arrangements (continued) The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offerings for the quarter and six months ended June 30, 2016 and 2015, and related amounts unpaid as of June 30, 2016 and December 31, 2015 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2016 2015 2016 2015 2016 2015 Selling commissions (2) $ ― $ 3,969 $ ― $ 7,991 $ ― $ ― Marketing support fees (2) ― 5,232 ― 10,619 ― ― $ ― $ 9,201 $ ― $ 18,610 $ ― $ ― The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarter and six months ended June 30, 2016 and 2015, and related amounts unpaid as of June 30, 2016 and December 31, 2015 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2016 2015 2016 2015 2016 2015 Reimbursable expenses: Offering costs (2) $ ― $ 984 $ ― $ 1,866 $ ― $ 32 Operating expenses (3) 1,268 1,122 2,498 2,021 1,572 935 Acquisition fees and expenses 36 201 65 305 26 12 1,304 2,307 2,563 4,192 1,598 979 Investment services fees (4) ― 3,605 ― 5,021 ― 182 Property management fees (5) 1,116 961 2,315 1,941 748 418 Asset management fees (6) 7,231 5,166 14,429 10,052 712 224 $ 9,651 $ 12,039 $ 19,307 $ 21,206 $ 3,058 $ 1,803 8. Related Party Arrangements (continued) ________________ 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) Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. (5) For the quarter and six months ended June 30, 2016, the Company incurred approximately $1.1 million and $2.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.3 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. and six months ended June 30, 2015, the Company incurred approximately $1.0 million and $1.9 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.2 million and $0.5 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 quarter and six months ended June 30, 2016, the Company incurred approximately $7.2 million and $14.4 million, respectively, in asset management fees payable to the Advisor of which approximately $0.1 million and $0.4 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. In addition, the Company recognized a reduction in asset management fees of approximately $1.3 million and $1.7 million, respectively, as an estimate of the annual expense support amount expected to be settled in accordance with the terms of the Amended Expense Support Agreements. For the quarter and six months ended June 30, 2015, the Company incurred approximately $5.2 million and $10.1 million, respectively, in asset management fees payable to the Advisor of which approximately $0.9 million and $1.4 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.2 million and $0.3 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. |