RELATED PARTY ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2014 |
Related Party Transactions [Abstract] | ' |
RELATED PARTY ARRANGEMENTS | ' |
RELATED PARTY ARRANGEMENTS |
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Advisory Agreement |
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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. 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. |
Fees |
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Under the advisory agreement, RREEF America can earn an advisory fee split between two components as described below. |
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1 | The fixed component 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, however, 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. The fixed component of the advisory fee is payable monthly in arrears. | | | | | | | | | | | | | | | | | | |
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2 | The performance component is calculated for each class of shares on the basis of the total return to stockholders and is measured by the total distributions per share paid to such class plus the change in the NAV per share for such class. For any calendar year in which the 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, however, that in no event will the performance component exceed 10% of the aggregate total return allocable to such class for such year. The performance component earned by RREEF America for each class is subject to certain other adjustments which do not apply unless the NAV per share is below $12.00 per share. The performance component is payable annually in arrears. The actual performance component earned by RREEF America during the year ended December 31, 2014, if any, is dependent on several factors, including but not limited to the performance of the Company's investments, interest rates, and the expense support provided by RREEF America, as hereinafter described. | | | | | | | | | | | | | | | | | | |
The fees earned by RREEF America for the three and nine months ended September 30 are shown below. |
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| Three Months Ended September 30, 2014 | | Nine Months Ended September 30, 2014 | | Three Months Ended September 30, 2013 | | Nine Months Ended September 30, 2013 | | | | |
Fixed component (1) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | |
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Performance component (2) | 145,382 | | | 265,985 | | | — | | | — | | | | | |
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| $ | 145,382 | | | $ | 265,985 | | | $ | — | | | $ | — | | | | | |
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-1 | No fixed component was earned for any period as the Company’s combined NAV for both classes of shares had not yet reached $50,000,000. | | | | | | | | | | | | | | | | | | |
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-2 | RREEF America waived the performance component earned for 2013. | | | | | | | | | | | | | | | | | | |
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Organization and offering costs |
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Under the advisory agreement, RREEF America agreed to pay all of the Company’s organization and offering costs through January 3, 2013. In addition, RREEF America agreed to pay certain of the Company’s organization and offering costs from January 3, 2013 through January 3, 2014 that were incurred in connection with certain offering related activities. In total, RREEF America incurred $4,618,318 of these costs (the “Deferred O&O”) on behalf of the Company from the Company’s inception through January 3, 2014. Pursuant to the advisory agreement, the Company began reimbursing RREEF America monthly for the Deferred O&O on a straight-line basis over 60 months beginning in January 2014. |
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Expense Support Agreement |
Pursuant to the terms of the Expense Support Agreement as amended on May 8, 2014, 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 described above and therefore are in addition to the Deferred O&O amount (“Expense Payments”). The Expense Payments may include organization and offering costs and operating expenses as described above 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 $7,100,000. Through September 30, 2014, the Company had raised $42.45 million in the Offering and had incurred a total of $5,877,277 in Expense Payments in addition to the $4,618,318 of Deferred O&O noted above. Details of the Expense Payments incurred by RREEF America are detailed below. |
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| Organization and offering costs | | Operating expenses | | Total | | | | | | | | |
Balance, December 31, 2013 | $ | 741,361 | | | $ | 2,277,061 | | | $ | 3,018,422 | | | | | | | | | |
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Additions | 1,070,303 | | | 1,788,552 | | | 2,858,855 | | | | | | | | | |
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Reimbursements made to RREEF America | — | | | — | | | — | | | | | | | | | |
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Balance, September 30, 2014 | $ | 1,811,664 | | | $ | 4,065,613 | | | $ | 5,877,277 | | | | | | | | | |
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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 $250,000 per quarter, subject to adjustment as described in the Expense Support Agreement. Through September 30, 2014, the Company has made no reimbursements to RREEF America under the Expense Support Agreement. |
Reimbursement Limitations |
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Organization and offering costs |
The Company will not reimburse RREEF America for any organization and offering costs which would cause the Company's total organization 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 organization and offering costs) which would cause the Company's total underwriting compensation to exceed 10% of the gross proceeds from the primary offering. A summary of the Company's total organization and offering costs is shown below. |
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| Deferred O&O - RREEF America | | Expense Payments | | Costs not subject to reimbursement by RREEF America | | Amount in excess of the 15% limit | | Total |
Balance, December 31, 2013 | $ | 4,618,318 | | | $ | 741,361 | | | $ | 229,237 | | | $ | (1,630,918 | ) | | $ | 3,957,998 | |
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Additions | — | | | 1,070,303 | | | 569,562 | | | 608,127 | | | 2,247,992 | |
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Reimbursements made to RREEF America | — | | | — | | | — | | | — | | | — | |
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Balance, September 30, 2014 | $ | 4,618,318 | | | $ | 1,811,664 | | | $ | 798,799 | | | $ | (1,022,791 | ) | | $ | 6,205,990 | |
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At any point in time, the amount of the organization and offering costs in excess of the 15% limitation 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. For purposes of reimbursement to RREEF America, the amount of organization and offering costs in excess of the 15% limitation is deducted from the Deferred O&O. The amounts of organization and offering costs payable to RREEF America are therefore as follows. |
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| | 30-Sep-14 | | December 31, 2013 | | | | | | | | | | | |
Total Deferred O&O | | $ | 4,618,318 | | | $ | 4,618,318 | | | | | | | | | | | | |
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Amount in excess of 15% limitation | | (1,022,791 | ) | | (1,630,918 | ) | | | | | | | | | | | |
Reimbursements made to RREEF America | | (685,413 | ) | | — | | | | | | | | | | | | |
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Deferred O&O reimbursable to RREEF America | | 2,910,114 | | | 2,987,400 | | | | | | | | | | | | |
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Expense Payments | | 1,811,664 | | | 741,361 | | | | | | | | | | | | |
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Total organization and offering costs payable to RREEF America | | $ | 4,721,778 | | | $ | 3,728,761 | | | | | | | | | | | | |
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Operating expenses |
Pursuant to the Company’s charter, the Company may reimburse RREEF America, at the end of each fiscal quarter, for total operating expenses incurred by RREEF America, whether under the Expense Support Agreement or otherwise. However, commencing with the quarter ended June 30, 2014, the Company may not reimburse RREEF America at the end of any fiscal quarter for total operating expenses (as defined in the Company’s charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of 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 (the “2%/25% Guidelines”). Notwithstanding the foregoing, the Company may reimburse RREEF America for expenses in excess of the 2%/25% Guidelines if a majority of the Company’s independent directors determines that such excess expenses (an “Excess Amount”) are justified based on unusual and non-recurring factors. For the four fiscal quarters ended September 30, 2014, total operating expenses of the Company were $2,200,143, which exceeded the 2%/25% Guidelines by $1,367,734. On November 11, 2014, the Company’s independent directors determined that the Excess Amount of total operating expenses for the four quarters ended September 30, 2014 was justified because (1) the amounts reflect legitimate operating expenses necessary for the operation of the Company’s business, (2) the Company is currently in its acquisition and development stage, (3) the expenses incurred as a result of being a public company (including for audit and legal services, director and officer liability insurance and fees for directors) are significant and disproportionate to the Company’s average invested assets and net income, and (4) the Company’s average invested assets was low due to the Company’s ownership of only 1 - 4 properties during the four fiscal quarters ended September 30, 2014. The Excess Amount approved by the Company’s independent directors will be eligible for reimbursement in the future pursuant to the terms and conditions of the Expense Support Agreement with RREEF America. |
Due to Affiliates |
In accordance with all the above, as of September 30, 2014 and December 31, 2013, the Company owed RREEF America for the following amounts: |
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| 30-Sep-14 | | December 31, 2013 | | | | | | | | | | | | |
Deferred O&O | $ | 2,910,114 | | | $ | 2,987,400 | | | | | | | | | | | | | |
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Expense Payments | 5,877,277 | | | 3,018,422 | | | | | | | | | | | | | |
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Performance component of advisory fees | 265,985 | | | — | | | | | | | | | | | | | |
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Due to affiliates | $ | 9,053,376 | | | $ | 6,005,822 | | | | | | | | | | | | | |
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