Related Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2015 |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements |
The Company, ARCT III and ARCT IV have incurred commissions, fees and expenses payable to the Former Manager and its affiliates including Realty Capital Securities, LLC (“RCS”), RCS Advisory Services, LLC (“RCS Advisory”), ARC, ARC Advisory Services, LLC (“ARC Advisory”), American Realty Capital Advisors III, LLC (the “ARCT III Advisor”), American Realty Capital Advisors IV, LLC (“the ARCT IV Advisor”), American National Stock Transfer, LLC (“ANST”) and ARC Real Estate Partners, LLC (“ARC Real Estate”). As a result of the resignations of certain officers and directors in December 2014, the Former Manager and its affiliates were no longer affiliated with the Company. During the three months ended March 31, 2015, there were no material transactions to report with affiliates of the Former Manager. |
The Audit Committee Investigation identified certain payments made by the Company to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny. As of December 31, 2014, the Company has recovered consideration valued at $8.5 million in respect of certain such payments. The Company is considering whether it has a right to seek recovery for any other such payments and, if so, its alternatives for seeking recovery. As of March 31, 2015, no asset has been recognized in the accompanying consolidated financial statements related to any potential recovery. |
The following table summarizes the related party fees and expenses incurred by the Company, ARCT III and ARCT IV by category and the aggregate amounts contained in such categories for the periods presented (in thousands): |
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| | Three Months Ended March 31, | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | | | | | | | | | | | | | |
Expenses and capitalized costs: | | | | | | | | | | | | | | | | | | | | | | | | |
Offering related costs | | $ | — | | | $ | 150 | | | | | | | | | | | | | | | | | | | | | |
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Acquisition related expenses | | — | | | 1,539 | | | | | | | | | | | | | | | | | | | | | |
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Merger and other non-routine transactions | | — | | | 137,738 | | | | | | | | | | | | | | | | | | | | | |
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Management fees to affiliates | | — | | | 13,888 | | | | | | | | | | | | | | | | | | | | | |
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General and administrative expenses | | — | | | 15,592 | | | | | | | | | | | | | | | | | | | | | |
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Indirect affiliate expenses | | — | | | 498 | | | | | | | | | | | | | | | | | | | | | |
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Total expenses and capitalized costs | | $ | — | | | $ | 169,405 | | | | | | | | | | | | | | | | | | | | | |
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Cole Capital revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Cole Capital offering related revenue | | $ | 3,117 | | | $ | 42,453 | | | | | | | | | | | | | | | | | | | | | |
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Cole Capital operating revenue | | 24,377 | | | 11,804 | | | | | | | | | | | | | | | | | | | | | |
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Total Cole Capital revenues | | $ | 27,494 | | | $ | 54,257 | | | | | | | | | | | | | | | | | | | | | |
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The following sections below further expand on the summarized related party transactions listed above. |
Offering Related Costs |
The Company, ARCT III and ARCT IV recorded commissions, fees and offering cost reimbursements as shown in the table below for services provided to the Company, ARCT III and ARCT IV, as applicable, by affiliates of the Former Manager. |
During the three months ended March 31, 2014, the Company incurred $0.2 million in commissions and fees paid to RCS in connection with each of the ARCT III IPO and the ARCT IV IPO, of which RCS served as the dealer manager. In addition, the Company reimbursed RCS for services relating to the Company’s ATM equity program during 2014. No such fees were incurred in the three months ended March 31, 2015. Offering related costs are included in offering costs in the accompanying consolidated statements of changes in equity. |
Acquisition Related Expenses |
During the three months ended March 31, 2014, the Company paid a fee of $1.0 million (equal to 0.25% of the contract purchase price) to RCS for strategic advisory services related to its acquisition of certain properties from Fortress Investment Group LLC and $0.5 million (equal to 0.25% of the contract purchase price) to RCS related to its acquisition of certain properties from Inland American Real Estate Trust, Inc. The Company paid no such fees to RCS during the three months ended March 31, 2015 in connection with these transactions. |
Merger and Other Non-routine Transactions |
The Company, ARCT III and ARCT IV incurred fees and expenses payable to the Former Manager and its affiliates for services related to mergers and other non-routine transactions, as discussed below. These fees are included in merger and other non-routine transactions in the accompanying consolidated statements of operations. |
Unless otherwise indicated, all of the merger and other non-routine fees and reimbursements discussed below were incurred and recognized during the three months ended March 31, 2014. |
The tables below shows fees and expenses attributable to each merger and other non-routine transaction during the three months ended March 31, 2014 (in thousands): |
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| | Three Months Ended March 31, 2014 | | | | | | | | |
| | ARCT IV Merger | | Internalization and Other | | Cole Merger | | Multi-tenant Spin Off | | Total | | | | | | | | |
Merger related costs: | | | | | | | | | | | | | | | | | | |
Strategic advisory services | | $ | 8,400 | | | $ | — | | | $ | 17,115 | | | $ | 1,750 | | | $ | 27,265 | | | | | | | | | |
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Personnel costs and other reimbursements | | — | | | — | | | 72 | | | — | | | 72 | | | | | | | | | |
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Other non-routine transactions: | | | | | | | | | | | | | | | | | | |
Subordinated distribution fees | | 78,244 | | | — | | | — | | | — | | | 78,244 | | | | | | | | | |
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Furniture, fixtures and equipment | | 5,800 | | | 10,000 | | | — | | | — | | | 15,800 | | | | | | | | | |
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Other fees and expenses | | — | | | — | | | 2,900 | | | — | | | 2,900 | | | | | | | | | |
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Personnel costs and other reimbursements | | 417 | | | — | | | 1,688 | | | — | | | 2,105 | | | | | | | | | |
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Post-transaction support services | | 1,352 | | | 10,000 | | | — | | | — | | | 11,352 | | | | | | | | | |
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Total | | $ | 94,213 | | | $ | 20,000 | | | $ | 21,775 | | | $ | 1,750 | | | $ | 137,738 | | | | | | | | | |
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Merger Related Costs |
ARCT IV Merger |
Pursuant to ARCT IV’s advisory agreement with the ARCT IV Advisor, ARCT IV agreed to pay the ARCT IV Advisor a brokerage commission on the sale of property in connection with the ARCT IV Merger. At the time of the ARCT IV merger, ARCT IV paid $8.4 million to the ARCT IV Advisor in connection with this agreement. These commissions were included in merger and other non-routine transactions in the accompanying consolidated statement of operations for the three months ended March 31, 2014. |
Cole Merger |
The Company entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory services to the Company in connection with the Cole Merger. The Company agreed to pay a fee equal to 0.25% of the transaction value upon the consummation of the transaction and reimburse out of pocket expenses. The Company incurred and recognized $14.2 million in expense from this agreement during the three months ended March 31, 2014. |
Pursuant to the Transaction Management Services Agreement, dated December 9, 2013, the Company and the OP agreed to pay RCS Advisory an aggregate fee of $2.9 million in connection with providing the following services: transaction management support related to the Cole Merger up to the date of the Transaction Management Services Agreement and ongoing transaction management support, marketing support, due diligence coordination and event coordination up to the date of the termination of the Transaction Management Services Agreement. The Transaction Management Services Agreement expired on the consummation of the Company’s transition to self-management on January 8, 2014. The Company paid RCS Advisory $2.9 million thereunder on January 8, 2014. |
Multi-tenant Spin-off |
The Company entered into an agreement with RCS, under which RCS agreed to provide strategic and financial advisory services to the Company in connection with a spin-off of the Company’s multi-tenant shopping center business. During the three months ended March 31, 2014, the Company incurred $1.8 million of such fees, which are included in merger and other non-routine transactions in the accompanying consolidated statement of operations. |
Other Non-routine Transactions |
ARCT IV Merger Subordinated Distribution Fee |
On January 3, 2014, the OP entered into a Contribution and Exchange Agreement (the “ARCT IV Contribution and Exchange Agreement”) with the ARCT IV OP, American Realty Capital Trust IV Special Limited Partner, LLC (the “ARCT IV Special Limited Partner”) and ARC Real Estate. The ARCT IV Special Limited Partner was entitled to receive certain distributions from the ARCT IV OP, including the subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of the ARCT IV OP). The ARCT IV Merger constituted an “investment liquidity event,” due to the attainment of the 6.0% performance hurdle and the return to ARCT IV’s stockholders of $358.3 million in addition to their initial investment. Pursuant to the ARCT IV Contribution and Exchange Agreement, the ARCT IV Special Limited Partner contributed its interest in the ARCT IV OP, inclusive of the $78.2 million of subordinated distribution proceeds received, to the ARCT IV OP in exchange for 2.8 million ARCT IV OP Units. Upon consummation of the ARCT IV Merger, these ARCT IV OP Units were immediately converted into 6.7 million OP Units after application of the applicable ARCT IV exchange ratio. In conjunction with the merger agreement with ARCT IV, the ARCT IV Special Limited Partner agreed to hold its OP Units for a minimum of two years before converting them into shares of the Company’s common stock. |
Furniture, Fixtures and Equipment and Other Assets |
The Company entered into three agreements with affiliates of the Former Manager and the Former Manager (the “Sellers”), as applicable, pursuant to which, the Sellers sold the OP certain FF&E and other assets used by the Sellers in connection with managing the property level business and operations and accounting functions of the Company and the OP. The Company incurred and recorded $15.8 million to purchase the FF&E and other assets during the three months ended March 31, 2014. The Company has concluded that there was no evidence of the receipt and it could not support the value of the FF&E and other assets. As such, the Company has expensed the amount originally capitalized and recognized the expense in merger and other non-routine transaction-related expense. |
Other Fees and Expenses |
In connection with the closing of the Cole Merger, the Company paid $2.9 million to RCS Advisory during the three months ended March 31, 2014. |
Personnel Costs and Other Reimbursements |
The Company, ARCT III and ARCT IV incurred expenses of and paid $2.1 million to RCS Advisory and ANST for personnel costs and reimbursements in connection with non-recurring transactions during the three months ended March 31, 2014. |
Post-Transaction Support Services |
In connection with its entry into the merger agreement with ARCT IV, ARCT IV agreed to pay additional asset management fees, which totaled $1.4 million net of credits received from affiliates during the three months ended March 31, 2014. |
Pursuant to the Amendment and Acknowledgment of Termination of Amended and Restated Management Agreement entered into as of January 8, 2014, the Former Manager agreed to provide certain transition services including accounting support, acquisition support, investor relations support, public relations support, human resources and administration, general human resources duties, payroll services, benefits services, insurance and risk management, information technology, telecommunications and Internet and services relating to office supplies. Pursuant to this agreement, the Company paid $10.0 million to the Former Manager on January 8, 2014. This arrangement was in effect for a 60-day term beginning on January 8, 2014. |
Management Fees to Affiliates |
The Company, ARCT III and ARCT IV recorded fees and reimbursements for services provided by the Former Manager and its affiliates related to the operations of the Company, ARCT III and ARCT IV. |
Asset Management Fees |
ARCT IV |
In connection with the asset management services provided by the ARCT IV Advisor, ARCT IV issued (subject to periodic approval by ARCT IV’s board of directors) to the ARCT IV Advisor performance-based restricted partnership units of the ARCT IV OP designated as “ARCT IV Class B Units,” which were intended to be profit interests and to vest, and no longer be subject to forfeiture, at such time as: (x) the value of the ARCT IV OP’s assets plus all distributions that equaled or exceeded 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 ARCT IV Advisor was still providing advisory services to ARCT IV. |
The calculation of the ARCT IV asset management fees was equal to: (i) 0.1875% of the cost of ARCT IV’s assets; divided by (ii) the value of one share of ARCT IV common stock as of the last day of such calendar quarter. When approved by the board of directors, the ARCT IV Class B Units were issued to the ARCT IV Advisor quarterly in arrears pursuant to the terms of the ARCT IV OP agreement. During the year ended December 31, 2013, ARCT IV’s board of directors approved the issuance of 492,483 ARCT IV Class B Units to the ARCT IV Advisor in connection with this arrangement. As of December 31, 2013, ARCT IV did not consider achievement of the performance condition to be probable and no expense was recorded at that time. The ARCT IV Advisor received distributions on unvested ARCT IV Class B Units equal to the distribution rate received on the ARCT IV common stock. The performance condition related to the 498,857 ARCT IV Class B Units, which includes units issued for the period of January 1, 2014 through the ARCT IV Merger Date, was satisfied upon the completion of the ARCT IV Merger. These ARCT IV Class B Units immediately converted into OP Units at the 2.3961 exchange ratio and the Company recorded an expense of $13.9 million based on the fair value of the ARCT IV Class B Units during the three months ended March 31, 2014. No such expense was recorded during the three months ended March 31, 2015. |
General and Administrative Expenses |
The Company, ARCT III and ARCT IV recorded general and administrative expenses as shown in the table below for services provided by the Former Manager and its affiliates related to the operations of the Company, ARCT III and ARCT IV during the periods indicated (in thousands): |
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| | Three Months Ended March 31, | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Advisory fees and reimbursements | | $ | — | | | $ | 1,518 | | | | | | | | | | | | | | | | | | | | | |
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Equity awards | | — | | | 14,074 | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | — | | | $ | 15,592 | | | | | | | | | | | | | | | | | | | | | |
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Advisory fees and reimbursements |
The Company, ARCT III and ARCT IV agreed to pay certain fees and reimbursements during the three months ended March 31, 2014, to the Former Manager and its affiliates, as applicable, for their out-of-pocket costs, including without limitation, legal fees and expenses, due diligence fees and expenses, other third party fees and expenses, costs of appraisals, travel expenses, nonrefundable option payments and deposits on properties not acquired, accounting fees and expenses, title insurance premiums and other closing costs, personnel costs and miscellaneous expenses relating to the selection, acquisition and due diligence of properties or general operation of the Company. During the three months ended March 31, 2014 these expenses totaled $1.5 million. No such fees were agreed upon or incurred during the three months ended March 31, 2015. |
Equity Awards |
Upon consummation of the merger with ARCT III, the Company entered into the OPP with the Former Manager. The OPP gave the Former Manager the opportunity to earn compensation upon the attainment of certain stockholder value creation targets. During the three months ended March 31, 2014, $1.6 million was recorded to general and administrative as equity-based compensation relating to the change in total return to stockholders used in computing the number of LTIP units earned between December 31, 2013 and January 8, 2014. |
During the three months ended March 31, 2014, the Company granted 796,075 restricted share awards to employees of affiliates of the Former Manager as compensation for certain services and 87,702 restricted stock awards to two directors who are affiliates of the Former Manager. The grant date fair value of the awards of $12.5 million for the three months ended March 31, 2014 was recorded in general and administrative expenses in the accompanying consolidated statements of operations. |
Indirect Affiliate Expenses |
The Company incurred fees and expenses payable to affiliates of the Former Manager or payable to a third party on behalf of affiliates of the Former Manager for amenities related to certain buildings, as explained below. These expenses are depicted in the table below for the periods indicated (in thousands): |
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| | Three Months Ended March 31, | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | | | | | | | | | | | | | |
Indirect affiliate expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Audrain building | | $ | — | | | $ | 405 | | | | | | | | | | | | | | | | | | | | | |
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New York (405 Park Ave.) office | | — | | | 71 | | | | | | | | | | | | | | | | | | | | | |
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Dresher, PA office | | — | | | 19 | | | | | | | | | | | | | | | | | | | | | |
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North Carolina office | | — | | | 3 | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | — | | | $ | 498 | | | | | | | | | | | | | | | | | | | | | |
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Audrain Building |
During the year ended December 31, 2013, a wholly owned subsidiary of ARC Real Estate purchased a historic building in Newport, Rhode Island (“Audrain”) with plans to renovate the second floor to serve as offices for certain executives of the Company, the Former Manager and affiliates of the Former Manager. An affiliate of the Former Manager requested that invoices relating to the second floor renovation and tenant improvements and all building operating expenses either be reimbursed by the Company to ARC Advisory or be paid directly to the contractors and vendors. During the three months ended March 31, 2014, the Company incurred $0.3 million tenant improvements and furniture and fixtures relating to the renovation directly to the third parties. During the three months ended March 31, 2015, the Company incurred no such expenses. |
In addition, on October 4, 2013, the Company entered into a lease agreement with the subsidiary of ARC Real Estate for a term of 15 years with annual base rent of $0.4 million requiring monthly payments beginning on that date. As there were tenants occupying the building when it was purchased, these tenants subleased their premises from the Company until their leases terminated. During the three months ended March 31, 2014, the Company incurred and paid $0.1 million for base rent, which was partially offset by $7,000 of rental revenue received from the subtenants. |
As a result of findings of the investigation conducted by the Audit Committee, the Company terminated this lease agreement and was reimbursed for the tenant improvements and furniture costs incurred by the Company, totaling $8.5 million, during the year ended December 31, 2014. Reimbursement was made by delivery and retirement of 916,423 OP Units held by an affiliate of the Former Manager. The Company never moved into or occupied the building. |
New York (405 Park Ave.) Office |
During the three months ended March 31, 2014, the Company paid $0.1 million to ARC Advisory for rent related to the New York (405 Park Ave.) office where certain of the Company’s employees shared office space with an affiliate of the Former Manager. The Company paid no rent or leasehold improvements to ARC related to the New York office during the three months ended March 31, 2015 as the Company no longer occupies the space. |
Additional Related Party Transactions |
The following related party transactions were not included in the tables above. |
Tax Protection Agreement |
The Company is party to a tax protection agreement with ARC Real Estate, which contributed its 100% indirect ownership interests in 63 of the Company’s properties to the Operating Partnership in the formation transactions related to the Company’s IPO. Pursuant to the tax protection agreement, the Company has agreed to indemnify ARC Real Estate for its tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to its built-in gain, as of the closing of the formation transactions, with respect to its interests in the contributed properties (other than two vacant properties contributed), if the Company sells, conveys, transfers or otherwise disposes of all or any portion of these interests in a taxable transaction on or prior to September 6, 2021. The sole and exclusive rights and remedies of ARC Real Estate under the tax protection agreement will be a claim against the Operating Partnership for ARC Real Estate’s tax liabilities as calculated in the tax protection agreement, and ARC Real Estate shall not be entitled to pursue a claim for specific performance or bring a claim against any person that acquires a protected party from the Operating Partnership in violation of the tax protection agreement. |
Investment from the ARCT IV Special Limited Partner |
In connection with the ARCT IV Merger, the ARCT IV Special Limited Partner invested $0.8 million in the ARCT IV OP and was subsequently issued 79,872 OP Units in respect thereof upon the closing of the ARCT III Merger after giving effect to the ARCT III’s exchange ratio of 0.95 of a share of ARCP’s common stock. This investment is included in non-controlling interests in the accompanying consolidated balance sheets. |
Investment in an Affiliate of the Former Manager |
The Company held an investment of $1.6 million in a real estate fund advised by an affiliate of the Former Manager, American Real Estate Income Fund, which invests primarily in equity securities of other publicly traded REITs as of March 31, 2014. |
As of March 31, 2015 the Company sold substantially all of its investment, with a remaining investment value less than $0.1 million. |
Due to Affiliates |
Due to affiliates, as reported in the accompanying consolidated balance sheets, of $0.5 million and $0.6 million as of March 31, 2015 and December 31, 2014, respectively, relates to amounts due to the Managed REITs. |
Cole Capital |
Cole Capital is contractually responsible for managing the Managed REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf, and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. In addition, the Company distributes the shares of common stock for certain Managed REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance in connection with compliance matters relating to the offerings. The Company receives compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. |
Cole Capital Offering Related Revenue |
The Company generally receives a selling commission of up to 7.0% of gross offering proceeds related to the sale of shares of CCPT IV, CCIT II and CCPT V common stock in their primary offerings, before reallowance of commissions earned by participating broker-dealers (CCPT IV’s offering closed April 4, 2014). The Company has and intends to continue to reallow 100% of selling commissions earned to participating broker-dealers. In addition, the Company generally receives 2.0% of gross offering proceeds in the primary offerings, before reallowance to participating broker-dealers, as a dealer manager fee in connection with the sale of CCPT IV, CCIT II and CCPT V shares of common stock. The Company, in its sole discretion, may reallow all or a portion of its dealer manager fee to such participating broker-dealers as a marketing and due diligence expense reimbursement, based on factors such as the volume of shares sold by such participating broker-dealers and the amount of marketing support provided by such participating broker-dealers. No selling commissions or dealer manager fees are paid to the Company or other broker-dealers with respect to shares sold under the respective Managed REIT’s distribution reinvestment plans, under which the stockholders may elect to have distributions reinvested in additional shares. |
In connection with the sale of INAV shares of common stock, the Company receives an annual asset-based dealer manager fee of 0.55% of the net asset value (“NAV”) for Wrap Class shares (“W Shares”) and Advisor Class Shares (“A Shares”) and 0.25% of the NAV for Institutional Class shares (“I Shares”). The Company, in its sole discretion, may reallow a portion of its dealer manager fee received on W Shares, A Shares and I Shares to participating broker-dealers. The Company also receives an annual asset-based distribution fee of 0.50% of the NAV for A Shares. The Company, in its sole discretion, may reallow a portion of the distribution fee to participating broker-dealers. In addition, the Company receives a selling commission on A Shares sold in the primary offering of up to 3.75% of the offering price per share for A Shares. The Company has and intends to continue to reallow 100% of selling commissions earned to participating broker-dealers. No selling commissions are paid to the Company or other broker-dealers with respect to W Shares or I Shares or on shares of any class of INAV common stock sold pursuant to INAV’s distribution reinvestment plan. |
All other organization and offering expenses associated with the sale of the Managed REITs’ common stock (excluding selling commissions, if applicable, and the dealer manager fee) are paid for in advance by the Company and subject to reimbursement by the Managed REITs, up to certain limits per the respective advisory agreement. The organization and offering expenses incurred by the Company which are subject to reimbursement include costs which are paid to affiliates. As these costs are incurred, they are recorded as reimbursement revenue, up to the respective limit, and are included in dealer manager fees, selling commissions and offering reimbursements in the financial results for Cole Capital in Note 3 – Segment Reporting. Expenses paid on behalf of the Managed REITs in excess of these limits that are expected to be collected are recorded as program development costs. As of March 31, 2015, the Company had $16.3 million of organization and offering costs, net of $15.8 million of reserves, paid on behalf of the Managed REITs in excess of the limits that have not been reimbursed, which are expected to be reimbursed by the Managed REITs as they raise additional proceeds from the respective offering, subject to certain limitations. The program development costs are included in deferred costs and other assets, net in the accompanying consolidated unaudited balance sheets. |
The tables below reflect financial data for the three months ended March 31, 2015 and the period from the Cole acquisition to March 31, 2014 (in thousands): |
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| | For the Three Months Ended March 31, 2015 | | | | | | | | | | | | |
| | CCPT V | | CCIT II | | INAV | | Total | | | | | | | | | | | | |
Offering: | | | | | | | | | | | | | | | | | | | | |
Selling commission revenue | | $ | 536 | | | $ | 1,226 | | | $ | 13 | | | $ | 1,775 | | | | | | | | | | | | | |
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Selling commissions reallowance expense | | $ | (536 | ) | | $ | (1,226 | ) | | $ | (13 | ) | | $ | (1,775 | ) | | | | | | | | | | | | |
Dealer manager and distribution fee revenue | | $ | 167 | | | $ | 359 | | | $ | 190 | | | $ | 716 | | | | | | | | | | | | | |
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Dealer manager and distribution fees reallowance expense | | $ | (61 | ) | | $ | (151 | ) | | $ | (44 | ) | | $ | (256 | ) | | | | | | | | | | | | |
Other expense reimbursement revenue | | $ | 196 | | | $ | 395 | | | $ | 35 | | | $ | 626 | | | | | | | | | | | | | |
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| | Period from Cole Acquisition Date to March 31, 2014 | | | | | | | | |
| | CCPT IV | | CCPT V | | CCIT II | | INAV | | Total | | | | | | | | |
Offering: | | | | | | | | | | | | | | | | | | |
Selling commission revenue | | $ | 29,125 | | | $ | — | | | $ | 371 | | | $ | 21 | | | $ | 29,517 | | | | | | | | | |
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Selling commissions reallowance expense | | $ | (29,125 | ) | | $ | — | | | $ | (371 | ) | | $ | (21 | ) | | $ | (29,517 | ) | | | | | | | | |
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Dealer manager and distribution fee revenue | | $ | 8,773 | | | $ | — | | | $ | 114 | | | $ | 65 | | | $ | 8,952 | | | | | | | | | |
| | | | | | | |
Dealer manager and distribution fees reallowance expense | | $ | (4,864 | ) | | $ | — | | | $ | (53 | ) | | $ | (2 | ) | | $ | (4,919 | ) | | | | | | | | |
| | | | | | | |
Other expense reimbursement revenue | | $ | 3,767 | | | $ | 50 | | | $ | 114 | | | $ | 53 | | | $ | 3,984 | | | | | | | | | |
| | | | | | | |
Cole Capital Operating Revenue |
The Company earns acquisition fees related to the acquisition, development or construction of properties on behalf of certain of the Managed REITs. In addition, the Company is reimbursed for acquisition expenses incurred in the process of acquiring properties up to certain limits per the respective advisory agreement. The Company is not reimbursed for personnel costs in connection with services for which it receives acquisition fees or real estate commissions. In addition, the Company may earn disposition fees related to the sale of one or more properties, including those held indirectly through joint ventures, on behalf of a Managed REIT. The Company earned disposition fees of $4.4 million, on behalf of CCIT when it merged with SIR. Acquisition and disposition fees and reimbursements, as applicable, are included in transaction service fees in the financial results for Cole Capital in Note 3 – Segment Reporting. |
The Company earns advisory and asset and property management fees from certain Managed REITs and other affiliates. In addition, the Company may be reimbursed for expenses incurred in providing advisory and asset and property management services, subject to certain limitations. In connection with services provided by the Company related to the origination or refinancing of any debt financing obtained by certain Managed REITs that is used to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company is reimbursed for financing expenses incurred, subject to certain limitations. Advisory fees, asset and property management fees and reimbursements of expenses are included in management fees and reimbursements in the financial results for Cole Capital in Note 3 – Segment Reporting. |
The Company recorded fees and expense reimbursements as shown in the table below for services provided primarily to the Managed REITs and the CCIT disposition fees (as described above). The tables below reflect financial data for the three months ended March 31, 2015 and the period from the Cole Acquisition Date to March 31, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, 2015 |
| | CCPT IV | | CCPT V | | CCIT | | CCIT II | | INAV | | Other | | Total |
Operations: | | | | | | | | | | | | | | |
Acquisition and disposition fee revenue | | $ | 3,493 | | | $ | 995 | | | $ | 4,350 | | | $ | — | | | $ | — | | | $ | 851 | | | $ | 9,689 | |
|
Acquisition expense reimbursements | | $ | 241 | | | $ | 240 | | | $ | 21 | | | $ | 44 | | | $ | 25 | | | $ | — | | | $ | 571 | |
|
Asset management fee revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 226 | | | $ | 226 | |
|
Property management and leasing fee revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 195 | | | $ | 195 | |
|
Operating expense reimbursement revenue | | $ | 1,690 | | | $ | 244 | | | $ | 339 | | | $ | 245 | | | $ | — | | | $ | — | | | $ | 2,518 | |
|
Advisory and performance fee revenue | | $ | 7,384 | | | $ | 757 | | | $ | 1,557 | | | $ | 1,196 | | | $ | 284 | | | $ | — | | | $ | 11,178 | |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Period from Cole Acquisition Date to March 31, 2014 |
| | CCPT IV | | CCPT V | | CCIT | | CCIT II | | INAV | | Other | | Total |
Operations: | | | | | | | | | | | | | | |
Acquisition fee revenue | | $ | 3,998 | | | $ | 66 | | | $ | 495 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,559 | |
|
Acquisition expense reimbursements | | $ | 236 | | | $ | 17 | | | $ | 55 | | | $ | — | | | $ | — | | | $ | — | | | $ | 308 | |
|
Asset management fee revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 151 | | | $ | 151 | |
|
Property management and leasing fee revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 290 | | | $ | 290 | |
|
Operating expense reimbursement revenue | | $ | 829 | | | $ | — | | | $ | 374 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,203 | |
|
Advisory and performance fee revenue | | $ | 2,564 | | | $ | — | | | $ | 2,595 | | | $ | 26 | | | $ | 108 | | | $ | — | | | $ | 5,293 | |
|
Investment in the Managed REITs |
As of March 31, 2015, the Company owned aggregate equity investments of $3.7 million in the Managed REITs. The Company accounts for these investments using the equity method of accounting which requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Managed REIT’s earnings and distributions. The Company records its proportionate share of net income from the Managed REITs within the Other income, net line item in the consolidated statement of operations. During the three months ended March 31, 2015, the Company recognized $44,000 net loss from the Managed REITs. During the three months ended March 31, 2014, the Company recognized $0.7 million of net loss from the Managed REITs. |
The table below presents certain information related to the Company’s investments in the Managed REITs as of March 31, 2015 (carrying amount in thousands): |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2015 | | | | | | | | | | | | | | | | | | | | | |
Managed REIT | | % of Outstanding Shares Owned | | Carrying Amount of Investment | | | | | | | | | | | | | | | | | | | | | |
CCPT IV | | 0.01 | % | | $ | 128 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CCPT V | | 0.11 | % | | 1,809 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CCIT II | | 1.11 | % | | 1,586 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
INAV | | 0.18 | % | | 150 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | $ | 3,673 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Due from Affiliates |
As of March 31, 2015 and December 31, 2014, $58.5 million and $86.1 million, respectively, was expected to be collected from affiliates, including balances from the Managed REITs’ lines of credits, as well as balances for services provided by the Company and expenses subject to reimbursement by the Managed REITs in accordance with their respective advisory and property management agreements. The Company had a balance of $8.3 million due from the Managed REITs as of March 31, 2015 for services provided by the Company and expected to reimbursed in accordance with the their respective advisory and property management agreements which was included in due from affiliates on the accompanying consolidated balance sheets. |
In connection with the Cole Merger, the Company acquired a revolving line of credit agreement that provides for $10.0 million of available borrowings to CCIT II. In addition, during the three months ended March 31, 2014, the Company entered into a revolving line of credit agreement that provides for $10.0 million of available borrowings to CCPT V. The CCIT II and CCPT V line of credit agreements each bear an interest rate equal to the one-month LIBOR plus 2.20% and mature in January 2015 and March 2015, respectively. During the year ended December 31, 2014, the Company increased the available borrowings under the revolving lines of credit for each of CCPT V and CCIT II to $60.0 million. During the year ended December 31, 2014, CCIT II and CCPT V borrowed $30.0 million and $20.0 million, respectively, on their lines of credit. These amounts remained outstanding as of March 31, 2015 and are included in due from affiliates in the accompanying consolidated balance sheets. |
On December 16, 2014, the Company and Cole Real Estate Income Strategy (Daily NAV) Operating Partnership, LP; INAV’s operating partnership, entered into a revolving line of credit agreement that provides for a principal borrowing amount of $20.0 million to INAV. The agreement bears an interest rate equal to one-month LIBOR plus 2.45% and matures on December 15, 2015. During the three months ended March 31, 2015, INAV drew $10.0 million on its line of credit; however, INAV repaid the entire balance during the period. |