Related Party Transactions | 3 Months Ended |
Sep. 30, 2013 |
Notes to Financial Statements | ' |
Related Party Transactions | ' |
(4) Related Party Transactions |
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The Company is a party to an advisory agreement dated July 27, 2011 with Plymouth REI which entitles Plymouth REI to specified fees upon the provision of certain services with regard to the Initial Public Offering and investment of funds in real estate and real estate related investments, among other services, as well as reimbursement for organization and offering costs incurred by Plymouth REI and its affiliates on behalf of the Company and certain costs incurred by Plymouth REI and its affiliates in providing services to the Company. The Company also entered into an agreement with the Sponsor, an affiliate of the Advisor, to earn an origination fee based on the equity funded to acquire investments. |
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Type of Compensation | Form of Compensation |
Organization and Offering Costs | Reimbursement of organization and offering costs to the Advisor or its affiliates for cumulative organization and offering costs, but only to the extent that the total organizational and offering costs borne by the Company do not exceed 15.0% of gross offering proceeds as of the date of the reimbursement. Total organization and offering costs reimbursed to the Advisor for the nine months ended September 30, 2013 are $380,244. |
Acquisition and Advisory Fees | Reimbursement of acquisition costs and origination fees to the Advisor and its affiliates for expenses actually incurred (including personnel costs) related to selecting, evaluating and acquiring assets on the Company’s behalf, regardless of whether the Company actually acquires the related assets. |
Asset Management Fee | Monthly asset management fees paid to the Advisor equal to one-twelfth of 1.0% of the sum of the cost of each asset, where cost equals the amount actually paid. Total asset management fees incurred as of September 30, 2013 are $13,125. |
Common Stock | Common Stock issuable upon occurrence of certain events will be paid to the Sponsor as an origination fee equal to 3% of the equity funded to acquire the investments. This fee will be payable semi-annually in shares of the Company’s common stock, which shares will be valued at a price equal to the price then payable for shares redeemed under the Company’s share redemption program, provided such price shall not be less than $10.00 per share. The aggregate origination fee payable to the Sponsor will not exceed 3% of the net proceeds of the Company’s primary offering of shares as of the time of such payment. Total shares issued through September 30, 2013 are 26,694 for a value of $266,945. |
Subscription Processing Fee | Monthly subscription processing fee to the Advisor equal to $35 per subscription agreement received and processed by the Advisor. The Advisor at its sole discretion may defer all or any portion of the $35 per subscription agreement fee payable. |
Expense Reimbursement | Reimbursement to the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse our Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (A) 2% of our average invested assets, or (B) 25% of our net income. During the nine months ended September 30, 2013, the Company reimbursed $542,165 of various operating expenses. |
Termination | Upon termination or nonrenewal of the advisory agreement, the Advisor shall be entitled to receive an amount, payable in the form of an interest bearing promissory note, equal to 15% of the amount by which (i) our adjusted market value plus distributions exceeds (ii) the aggregate capital contributed by investors plus an amount equal to an 8% cumulative, non-compounded return to investors. |
Pursuant to the terms of the agreement with its Advisor, Plymouth REI has the right to defer (without interest) receipt of all of these fees and expenses, including an additional $657,628 of organization and offering costs that have yet to be, but could be, billed to the Company. |
As of September 30, 2013, the Company was reimbursed by the Dealer Manager for all outstanding costs reimbursable under the expense sharing agreement signed August 1, 2012. |
For the three and nine months ended September 30, 2013, the Company has incurred $355,050 and $430,470, respectively, in commissions and dealer manager fees to the Dealer Manager related to the issuance of common stock. For the three and nine months ended September 30, 2012, the Company has incurred $105,900 in commissions and dealer manager fees to the Dealer Manager related to the issuance of common stock. |
As more fully described in Note 5, the Company and Colony Hills Capital, LLC are each members of Colony Hills Capital Residential II, LLC. Colony Hills Capital, LLC is also a shareholder of the Company. |