Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions |
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Advisory Management Agreement |
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The Company and the Manager maintain an 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 management 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 also reimburses 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. |
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As additional purchase price consideration in the Company's formation transactions, the Company was required to make additional payments to Two Harbors and the prior members of the Provident Entities, equal to 50% of the advisory management fee payable to the Manager, during the first year after the Offering (before adjustment for any property management fees received by our Manager’s operating subsidiary). These payments reduced the amount owed to the Manager on a dollar-for-dollar basis and thus had no net impact on expenditures of the Company. |
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During the three and six months ended June 30, 2014, the Company expensed $2,169 and $4,370, respectively, in advisory management fees net of the reduction for the 5% property management fee described below. During the three months ended June 30, 2013, the Company expensed $2,578 in advisory management fees, of which $1,198, $1,016, and $364 were payable to the Manager, Two Harbors and the prior members of the Provident Entities, respectively. During the six months ended June 30, 2013, the Company expensed $5,430 in advisory management fees, of which $2,552, $2,119, and $759 were payable to the Manager, Two Harbors and the prior members of the Provident Entities, respectively. |
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As of June 30, 2014, the Company had $2,169 outstanding related to the advisory management fee and reflected in amounts due to the manager and affiliates on the condensed consolidated balance sheets. As of December 31, 2013, the Company had $1,181 outstanding and reflected in amounts due to the manager and affiliates and $998 in amounts due to previous owners on the condensed consolidated balance sheets related to advisory fees expensed in the prior year. |
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The Company also reimbursed the Manager for certain general and administrative expenses, primarily related to employee compensation and certain office costs. Direct and allocated costs incurred by the Manager on behalf of the Company totaled $2,360 and $3,699 for the three and six months ended June 30, 2014, respectively, and $1,009 and $1,819 for the three and six months ended June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, the Company owed $481 and $1,480, respectively, for these costs which are included in amounts due to the manager and affiliates on the condensed consolidated balance sheets. |
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Property Management and Acquisition Services Agreement |
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The Company and the Manager’s operating subsidiary maintain a property management and acquisition services agreement pursuant to which the Manager’s operating subsidiary acquires and manages single-family properties on the Company’s behalf. 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 on a dollar-for-dollar basis. |
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During the three and six months ended June 30, 2014, the Company incurred property management expense of $2,427 and $5,386, respectively. These amounts included direct expense reimbursements of $1,423 and $3,403, respectively, and the 5% property management fee of $80 and $191, respectively. The remaining amounts in property management fees of $924 and $1,792, respectively, were incurred to reimburse our Manager’s operating subsidiary for direct property management type expenses such as stock compensation to employees dedicated to property management and payments due directly to third-party property managers. In addition, the Company incurred charges with the Manager’s operating subsidiary of $159 and $388, respectively, in acquisitions and renovation fees, which the Company capitalized as part of property acquisition and renovation costs and $0 and $11, 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). |
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During the three and six months ended June 30, 2013, the Company incurred property management expense of $3,067 and $5,498, respectively. These amounts included direct expense reimbursements of $2,372 and $4,280, respectively, and the 5% property management fee of $181 and $327, respectively. The remaining amounts in property management fees of $514 and $891, respectively, were incurred to reimburse our Manager's operating subsidiary for expenses payable to third-party property managers and direct property management type expenses such as stock compensation to employees dedicated to property management. In addition, the Company incurred charges with the Manager's operating subsidiary of $1,329 and $2,643, respectively, in acquisitions and renovation fees, which the Company capitalized as part of property acquisition and renovation costs and $68 and $100, respectively, for leasing services, which are reflected as other assets and amortized over the life of the leases. |
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As of June 30, 2014 and December 31, 2013, the Company owed $0 and $4,205, respectively, for these services which are included in amounts due to the manager and affiliates on the condensed consolidated balance sheets. |
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In June 2014, the Manager's operating subsidiary acquired the Company's third-party property manager in Tampa, who provided services exclusively to the Company, for $775. No significant assets or liabilities were acquired or assumed as part of the transaction and the payment was recorded as a one-time general and administrative expense. |