RELATED PARTY ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2014 |
Related Party Transactions [Abstract] | ' |
RELATED PARTY ARRANGEMENTS | ' |
RELATED PARTY ARRANGEMENTS |
RREEF America is entitled to compensation and reimbursements in connection with the management of the Company's investments in accordance with an advisory agreement between RREEF America and the Company. The advisory agreement is for a one-year term and is renewable annually upon the review and approval of the Company's board of directors, including the approval of a majority of the Company's independent directors. Prior to December 31, 2013, the Company's board of directors approved the renewal of the advisory agreement on the same terms and conditions, and accordingly, the advisory agreement has a current expiration date of January 3, 2015. There is no limit to the number of terms for which the advisory agreement can be renewed. |
The Company pays RREEF America an advisory fee equal to (a) a fixed component that accrues daily in an amount equal to 1/365th of 1.0% of the Company's NAV for each class of shares for such day; provided that the fixed component will not be earned and, therefore, will not begin to accrue until the date on which the Company's combined NAV for both classes of shares has reached $50,000,000, and (b) a performance component calculated for each class of shares on the basis of the total return to stockholders of each class for any calendar year, such that for any year in which the Company's total return per share allocable to a class exceeds 6% per annum, RREEF America will receive 25% of the excess total return allocable to that class; provided that in no event will the performance component exceed 10% of the aggregate total return allocable to such class for such year. In the event the Company's NAV per share decreases below $12.00 for any class, the performance component will not be earned on any increase in NAV up to $12.00 with respect to that class, provided that the Company may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Company's board of directors, including a majority of its independent directors, has determined that such change is necessary to appropriately incent RREEF America to perform in a manner that maximizes stockholder value and is in the best interests of the Company's stockholders. The fixed component of the advisory fee is payable monthly in arrears and the performance component is payable annually in arrears. |
For the three months ended March 31, 2014, no fees were earned by RREEF America under the fixed component of the advisory fee as the Company's combined NAV for both classes of shares had not yet reached $50,000,000. In addition, no amounts were earned under the performance component of the advisory fee as such fee is based on an annual calculation. |
On May 29, 2013, the Company entered into an expense support agreement with RREEF America, which was amended and restated on November 11, 2013 (as amended and restated, the “Expense Support Agreement”). Pursuant to the terms of the Expense Support Agreement, RREEF America has agreed to defer reimbursement of certain expenses related to the Company's operations that RREEF America has incurred, and may continue to incur, that are not part of the Deferred O&O (“Expense Payments”). The Expense Payments may include organizational and offering expenses and operating expenses under the Company's advisory agreement. RREEF America may incur these expenses until the earlier of (i) the date the Company has raised $200 million in aggregate gross proceeds from the Offering or (ii) the date upon which the aggregate Expense Payments by RREEF America exceed $5,100,000. |
Pursuant to the Expense Support Agreement, RREEF America has agreed to defer reimbursement of Expense Payments until the earlier of (i) the quarter beginning on January 1, 2015 or (ii) the quarter in which the Company surpasses $200 million in aggregate gross proceeds from the Offering. Upon the commencement of reimbursement, the Company will reimburse RREEF America within five business days after the end of each calendar quarter in an amount, subject to certain limitations, equal to the lesser of (i) $250,000 and (ii) the aggregate amount of all Expense Payments made by RREEF America prior to the last day of the previous calendar quarter that have not been previously reimbursed by the Company to RREEF America, until the aggregate of all Expense Payments have been reimbursed by the Company. |
On May 8, 2014, the Company into the second amended and restated expense support agreement with RREEF America, thereby increasing the maximum possible Expense Payments and modifying the reimbursement provisions. See Note 15. |
The Company or RREEF America may terminate the Expense Support Agreement at any time, without penalty, upon 30 days' notice. If the Expense Support Agreement is terminated by RREEF America, the Company shall continue to reimburse RREEF America for all unreimbursed Expense Payments on a quarterly basis as provided in the Expense Support Agreement. If the agreement is terminated by the Company, the Company shall reimburse the Advisor for all unreimbursed Expense Payments within 30 days after such termination. At the Company's discretion, such reimbursement may be in the form of cash, a non-interest bearing promissory note with equal monthly principal payments over a term of no more than five years, or any combination thereof. |
The Company will reimburse RREEF America for all expenses paid or incurred by RREEF America in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse RREEF America for any amount by which the Company's operating expenses (including the advisory fee and any reimbursements pursuant to the Expense Support Agreement) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of its average invested assets or (b) 25% of its net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company's assets for that period. Notwithstanding the foregoing, the Company may reimburse RREEF America for expenses in excess of this limitation if a majority of the Company's independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. |
Notwithstanding the above provisions, the Company will not reimburse RREEF America for any organizational and offering costs which would cause the Company's total organizational and offering costs to exceed 15% of the gross proceeds from the primary offering (excluding shares issued via the distribution reinvestment plan). Further, the Company will not reimburse RREEF America for any underwriting compensation (a subset of organizational and offering costs) which would cause the Company's total underwriting compensation to exceed 10% of the gross proceeds from the primary offering. In accordance with these limitations, the total organizational and offering expenses incurred by RREEF America through March 31, 2014 exceeded these limitations by $1,639,589. In addition, the Company reimbursed RREEF America $185,506 for offering costs and $37,064 for organization costs during the three months ended March 31, 2014. |
During the three months ended March 31, 2014, no amounts were paid to RREEF America under the Expense Support Agreement. For the three months ended March 31, 2014, RREEF America provided expense support of $861,196 in operating expenses and $388,502 in offering costs. In addition, the Company incurred $65,914 of offering costs not subject to reimbursement by RREEF America. As of March 31, 2014 and December 31, 2013, the Company owed RREEF America for the following amounts, after application of the aforementioned reimbursement limitations: |
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| Offering | | Organizational | | Operating (3) | | Due to Affiliate | |
December 31, 2013 | | | | | | | | |
Deferred O&O | $ | 2,950,336 | | | $ | 37,064 | | | $ | — | | | $ | 2,987,400 | | |
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Expense Payments | 741,361 | | | — | | | 2,277,061 | | | 3,018,422 | | |
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Total Due to RREEF America | 3,691,697 | | | $ | 37,064 | | | $ | 2,277,061 | | | $ | 6,005,822 | | |
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Offering costs not subject to reimbursement by RREEF America | 229,237 | | | | | | | | |
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Total offering costs | $ | 3,920,934 | | | | | | | | |
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March 31, 2014 | | | | | | | | |
Deferred O&O | $ | 2,756,159 | | | $ | — | | | $ | — | | | $ | 2,756,159 | | (1) |
|
Expense Payments | 1,138,534 | | | — | | | 3,138,257 | | | 4,276,791 | | (2) |
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Total Due to RREEF America | 3,894,693 | | | $ | — | | | $ | 3,138,257 | | | $ | 7,032,950 | | |
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Reimbursements paid to RREEF America | 185,506 | | | | | | | | |
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Offering costs not subject to reimbursement by RREEF America | 295,151 | | | | | | | | |
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Total offering costs | $ | 4,375,350 | | | | | | | | |
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-1 | To be repaid ratably over 60 months beginning January 2014. Total Deferred O&O, before reimbursement, would be $4,618,318 without the reimbursement limitations. The monthly amount to be repaid to RREEF America will be based on the unlimited Deferred O&O of $4,618,318, but the total repayments will not exceed the limited amount, as described above, at any point in time. During the three months ended March 31, 2014, the Company reimbursed RREEF America for $222,570 for Deferred O&O. Also see Note 2. | | | | | | | | | | | | | | | |
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-2 | To be repaid in quarterly payments initially of $250,000 (subject to certain limitations), commencing in the quarter after the earlier of (a) the quarter beginning January 1, 2015 or (b) the quarter in which the Company raises at least $200,000,000 in aggregate gross proceeds from the Offering. Quarterly payments may increase in accordance with the second amended and restated expense support agreement. See Note 15. | | | | | | | | | | | | | | | |
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-3 | Of this amount, $563,176 remains in assets on the consolidated balance sheet as of March 31, 2014. | | | | | | | | | | | | | | | |
The excess organizational and offering costs of $1,639,589 incurred by RREEF America on behalf of the Company is not reflected in the Company's consolidated financial statements as a liability. However, as the Company raises additional proceeds from the Offering, it may become obligated to RREEF America for all or a portion of this additional amount. |