Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 |
Related Party Transactions | ' |
Related Party Transactions | ' |
Note 8. Related Party Transactions |
|
Advisory Management Agreement |
|
In conjunction with the Formation Transactions, the Company and the Manager entered into a new advisory management agreement, whereby the Manager designs and implements the Company’s business strategy and administers its business activities and day-to-day operations, subject to oversight by the Company’s board of directors. In exchange for these services, the Manager earns a fee equal to 1.5% per annum, or 0.375% per quarter, of the Company’s daily average fully diluted market capitalization, as defined by the agreement, calculated and payable quarterly in arrears. The fee is reduced for the 5% property management fee (described below) received by the Manager’s operating subsidiary or its affiliates under the property management and acquisition services agreement. The Company will also reimburse the Manager for all expenses incurred on its behalf or otherwise in connection with the operation of its business, other than compensation for the Chief Executive Officer and personnel providing data analytics directly supporting the investment function. If the Manager provides services to a party other than the Company or one of its subsidiaries, a portion of these expenses will be allocated to and reimbursed by such other party in a fair and equitable manner as determined by the Manager in good faith. To date, the Manager has only provided services to the Company. |
|
The initial term of the advisory management agreement expires on December 19, 2015 and will be automatically renewed for a one year term at the end of the initial term and each anniversary thereafter unless terminated. Upon termination of the management agreement by the Company for reasons other than cause, or by the Manager for cause that the Company is unwilling or unable to timely cure, the Company will pay the Manager a termination fee equal to 4.5% of the daily average of the Company’s fully diluted market capitalization in the quarter preceding such termination. |
|
During the three and nine months ended September 30, 2013, the Company expensed $982 and $3,534 respectively, in advisory management fees payable to the Manager (net of the reduction for the 5% property management fee described below). As outlined in Note 3, the Company is required to make certain payments to Two Harbors and the prior members of the Provident Entities based upon 50% of the advisory management fee earned by the Manager during the first year subsequent to the Offering (before adjustment for any property management fees received by the Manager’s operating subsidiary). The Manager has agreed to fund these payments through the forgiveness of an equal portion of the advisory management fee by the Company during the same period. The Company expensed $1,184 and $4,062, respectively, in advisory management fees payable to Two Harbors and the prior members of the Provident Entities during the three and nine months ended September 30, 2013, and applied such payables as a reduction to advisory management fees to Manager. The remaining portion of the advisory management fee for these periods have been accrued and reflected in amounts due to the Manager and affiliates on the condensed consolidated balance sheets. |
|
Prior to the Formation Transactions, Two Harbors allocated certain advisory expenses related to its operations based on 1.5% of member’s equity on an annualized basis. During the three and nine months ended September 30, 2012, the Company incurred Two Harbors advisory fees totaling $610 and $804, respectively, which are included in advisory management fee — affiliate in the condensed consolidated statements of operations and comprehensive loss. |
|
The Company also reimbursed the Manager for certain general and administrative expenses, primarily related to employee compensation. Direct and allocated costs incurred by the Manager on behalf of the Company, totaled approximately $978 and $2,797, respectively, for the three and nine months ended September 30, 2013. As of September 30, 2013 and December 31, 2012, the Company owed $1,111 and $1,609, respectively, for these costs including reimbursed offering costs (at December 31, 2012) in equity, which is included in amounts due to the Manager and affiliates in the condensed consolidated balance sheets. |
|
Prior to the Formation Transaction, Two Harbors allocated certain direct general and administrative expenses (primarily professional fees and travel costs) paid on behalf of the Company to external vendors. For the three and nine months ended September 30, 2012, the Company was allocated $126 and $285, respectively, in direct expenses. |
|
Property Management and Acquisition Services Agreement |
|
In conjunction with the Formation Transactions, the Company entered into a new property management and acquisition services agreement with the Manager’s operating subsidiary. Under this agreement, the Manager’s operating subsidiary will acquire additional single-family properties on the Company’s behalf and manages the properties owned by the Company in select markets. For these services, the Company reimburses the Manager’s operating subsidiary for all direct expenses incurred in the operation of its business, including the compensation of its employees. The Manager’s operating subsidiary also receives a property management fee equal to 5% of certain costs and expenses incurred by it in the operation of its business that are reimbursed by the Company. This 5% property management fee reduces the advisory management fee paid to the Manager. |
|
The Manager’s operating subsidiary has agreed not to provide these services to anyone other than the Company, its subsidiaries and any future joint venture in which the Company is an investor prior to December 19, 2015, the initial term of the agreement. The agreement will be automatically renewed for a one year term at the end of the initial term and each anniversary thereafter unless terminated. |
|
During the three and nine months ended September 30, 2013, the Company incurred property management expense of $3,675 and $9,173, respectively. This included direct expense reimbursements of $2,803 and $7,083, respectively, and the 5% property management fee of $202 and $529, respectively. The remaining amounts in property management fees of approximately $670 and $1,561 for the three and nine months ended September 30, 2013, respectively, were incurred to reimburse our Manager’s operating subsidiary for expenses payable to third-party property managers or as payments due directly to third-party property managers. In addition, for the three and nine months ended September 30, 2013, the Company incurred charges with the Manager’s operating subsidiary of $1,209 and $3,852, respectively, in acquisitions and renovation fees which were capitalized as part of property acquisition and renovation costs, and $70 and $170, respectively, for leasing services, which are reflected as other assets and are being amortized over the life of the leases (typically one year or less). As of September 30, 2013 and December 31, 2012, the Company owed $4,890 and $994 respectively for these services which are included in amounts due to the manager and affiliates on the condensed consolidated balance sheets. |
|
Prior to the Formation Transactions, Two Harbors paid property management and acquisition service fees based on the number of homes acquired, leased and renovated in addition to a fee based on monthly rental income. Pursuant to these agreements, for the three and nine months ended September 30, 2012 the Company incurred $1,583 and $2,583, respectively, in acquisition and renovation fees which were capitalized as part of property acquisition and renovation costs, $90 and $127, respectively, for leasing services, which are deferred and amortized over the life of the leases (typically one year or less) and $35 and $41, respectively, for property management, which are included in property management on the condensed consolidated statements of operations and comprehensive loss. |
|