Affiliate Transactions | 9 Months Ended |
Sep. 30, 2013 |
Related Party Transactions [Abstract] | ' |
Affiliate Transactions | ' |
Affiliate Transactions |
A significant portion of the Company’s revenues relate to fees earned from transactions with or on behalf of AR Capital, LLC and its affiliates, including investment banking fees, services fees, transfer agent fees and wholesale broker-dealer commissions and concessions, in the ordinary course of its trade or business. The Company earned revenues of $175.8 million and $561.3 million for the three and nine months ending September 30, 2013, respectively, from affiliated products. For the three and nine months ended September 30, 2012, the Company earned $98.3 million and $203.5 million, respectively, from affiliated products. As of September 30, 2013, the receivables for such revenues were $16.3 million. |
The Operating Subsidiaries were initially capitalized and funded by the Parent. During the year ended December 31, 2012, Realty Capital received financial support from the Parent through capital contributions and expense allocation agreements. Through an agreement with an affiliate, Realty Capital was allocated certain operating expenses including occupancy, professional services, communications and data processing, advertising and employee benefits. The total expense allocation for the three and nine months ended September 30, 2012, was approximately $0.2 million and $0.5 million, respectively. |
Beginning on January 1, 2013, the affiliate expense allocation arrangement was terminated. Pursuant to the new services agreement, AR Capital, LLC charges the Operating Subsidiaries for the services of information technology, human resources, accounting services and office services and facilities. For these services, the Company paid $1.0 million and $2.5 million for the three and nine months ending September 30, 2013, respectively. As of September 30, 2013, the payable for such expenses is $0.4 million. |
The Company incurs expenses directly for certain services it receives. The Company either allocates these expenses to the Operating Subsidiaries or causes the Parent to pay its portion based on the Parent’s ownership interest. Expenses that are directly attributable to a specific Operating Subsidiary are allocated to the appropriate Operating Subsidiary at 100%. Expenses that are not specific to an Operating Subsidiary are allocated in proportion to income before taxes, management fees, incentive fees and outperformance fees. The intercompany receivables and payables for these expenses are eliminated in consolidation and are settled quarterly. For the three and nine months ended September 30, 2013, the Operating Subsidiaries incurred $2.0 million for such expenses. There were no expenses payable by the Parent as of September 30, 2013. |
From time to time, the Parent may purchase shares of the Company's Class A common stock in the secondary market. As of September 30, 2013, the Parent owned 2.06% of the Company's Class A common stock outstanding. |
Management Agreement. Pursuant to the management agreement, the Manager implements the Company's business strategy, as well as the business strategy of the Operating Subsidiaries, and performs executive and management services for the Company and Operating Subsidiaries, subject to oversight, directly or indirectly, by the Company's Board of Directors. |
The Company, together with the Operating Subsidiaries, pays the Manager a management fee in an amount equal to 10% of the aggregate U.S. GAAP net income of the Operating Subsidiaries (and of any additional subsidiaries that the Parent may form or potentially acquire from time to time, anticipating such additional subsidiaries will be provided in an amendment to the management agreement at any such time), calculated and payable quarterly in arrears, subject to the aggregate U.S. GAAP net income of the Operating Subsidiaries being positive for the current and three preceding calendar quarters. |
In addition, the Company pays the Manager an incentive fee, calculated and payable quarterly in arrears, that is based on the Company's earnings and stock price. The incentive fee is an amount (if such amount is a positive number) equal to the difference between: (1) the product of (x) 20% and (y) the difference between (i) the Company's Core Earnings, as defined below, for the previous 12-month period, and (ii) the product of (A) the weighted average of the issue price per share of the Company's common stock of all the Company's public offerings multiplied by the weighted average number of all shares of common stock outstanding (including any restricted shares of Class A common stock and any other shares of Class A common stock underlying awards granted under the Company's equity plan) in the previous 12-month period, and (B) 8.0%; and (2) the sum of any incentive fee paid to the Company's Manager with respect to the first three calendar quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any calendar quarter unless the Company's Core Earnings for the 12 most recently completed calendar quarters is greater than zero. |
Core Earnings is a non-U.S. GAAP measure and is defined as U.S. GAAP net income (loss) of RCS Capital Corporation, excluding non-cash equity compensation expense, management fees, incentive fees, acquisition fees, depreciation and amortization, any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income. The amount will be adjusted to exclude one-time events pursuant to changes in U.S. GAAP and certain other non-cash charges after discussions between the Manager and the independent directors and after approval by a majority of the independent directors. |
Such management and incentive fee calculations commenced on June 10, 2013, the date the offering was completed. For periods less than four quarters or 12 months, the calculations are based on a pro rata concept starting with the quarter ended June 30, 2013. |
The management fee earned by the Manager for the period June 10, 2013 (commencement date of the agreement) to September 30, 2013 was $2.0 million, which is the expense recorded by the Company for the nine months ended September 30, 2013. The management fee earned by the Manager for the three months ended September 30, 2013 was $1.3 million. The payable for such expense is included in other liabilities within the accompanying consolidated statements of financial condition. |
The incentive fee earned by the Manager for the period June 10, 2013 (commencement date of the agreement) to September 30, 2013, was $0.1 million, which is the expense recorded in other expense by the Company for the nine months ended September 30, 2013. The incentive fee earned by the Manager for the three months ended September 30, 2013, was $0.1 million. The payable for such expense is included in accrued expenses - due to affiliates within the accompanying consolidated statements of financial condition. |
2013 Manager Multi-Year Outperformance Agreement. The Company has entered into the 2013 Manager Multi-Year Outperformance Agreement (the "OPP") with the Manager. The OPP provides for performance-based bonus awards to the Manager, which is intended to further align the Manager’s interests with those of the Company and its stockholders. Under the OPP, the Manager is eligible to earn performance-based bonus awards up to a maximum award opportunity ("OPP Cap") that is 5.00% of the Company's market capitalization on June 4, 2013 (the commencement date of the performance period). Subject to the OPP Cap, any award under the OPP will be determined based on the Company's achievement of total return to stockholders, which is referred to as "Total Return" and which includes both share price appreciation and common stock dividends, as measured against a peer group of companies, for the three-year performance period commencing on the commencement date. |
Amounts earned under the OPP will be issued in the form of LTIP Units, which represent units of equity ownership in the Operating Subsidiaries that are structured as profits interest therein. The independent directors of the Company will determine the allocation of the LTIP Unit grants from among the Operating Subsidiaries based upon any reasonable method as determined in their sole discretion. Subject to the Manager's continued service through each vesting date, 1/3 of any amount earned will vest on each of the third, fourth and fifth anniversaries of the commencement date. The issuance of the LTIP Units will entitle the Manager to receive the same per unit cash distributions as the other outstanding units of the Operating Subsidiaries. Upon the occurrence of specified events, LTIP Units can over time achieve full parity with the other outstanding units of the Operating Subsidiaries and therefore accrete to an economic value for the holder equivalent to that of the other outstanding units of the Operating Subsidiaries. |
In accordance with ASC Topic No. 718, Compensation - Stock Compensation, the Company recognizes the grant date fair value of the OPP award on the grant date fair value over the requisite service period of the award. The grant date fair value of the OPP award was determined utilizing a Monte Carlo simulation technique under a risk-neutral premise. The significant assumptions utilized in determining the grant date fair value of $5.4 million are as follows: |
•Risk free rate of 0.5% utilizing the prevailing three-year zero-coupon U.S. treasury yield at the grant date; |
•Expected dividend yield of 3.6% ; and |
•Volatility of 35.0% based on the historical and implied volatility of the peer group of companies |
For the three and nine months ended September 30, 2013, the Company recognized $0.4 million and $0.5 million, respectively, which is included in other expenses in the consolidated statements of income. As of September 30, 2013, total future compensation cost to be incurred related to the OPP Cap is $4.9 million, which is expected to be recognized over a period of 5 years. |
RCS Advisory Services, LLC — AR Capital, LLC Services Agreement. Advisory Services entered into a services agreement with AR Capital, LLC, pursuant to which it provides AR Capital, LLC and its subsidiaries with transaction management services (including, transaction management, compliance, due diligence, event coordination and marketing services, among others), in connection with the performance of services to certain AR Capital, LLC sponsored companies. |
Registration Rights Agreement. The Company entered into a registration rights agreement with the Parent and the Manager pursuant to which the Company will grant (i) the Parent, its affiliates and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require the Company to register under the Securities Act shares of its Class A common stock issuable upon exchange of the Operating Subsidiaries Units (and cancellation of corresponding shares of its Class B common stock) held or acquired by them, and (ii) the Manager, its affiliates and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require the Company to register under the Securities Act any equity-based awards granted to the Manager under the equity plan. |
Exchange Agreement. The Parent entered into an exchange agreement with the Company under which the Parent will have the right, from time to time, to exchange its Operating Subsidiaries Units for shares of Class A common stock of the Company on a one-for-one basis. Pursuant to the exchange agreement, the parties have agreed to preserve their relative ownership of the Class A common stock, Class B common stock, Class A Units of the Operating Subsidiaries and Class B Units of the Operating Subsidiaries and, accordingly, that the transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transfer. In connection with an exchange, a corresponding number of shares of the Company's Class B common stock will be canceled. The Parent does not intend to exchange any of its Operating Subsidiaries Units for shares of the Company's Class A common stock during the 180 days following June 5, 2013, which is December 2, 2013. Any such exchange by the Parent will result in dilution of the economic interests of the Company's public stockholders. Any exchange of Operating Subsidiaries Units generally will be a taxable event for the Parent. As a result, at any time following the 180 days after June 5, 2013, the Parent will be permitted to sell shares of Class A common stock. |
If the Parent exchanges its Operating Subsidiaries Units for shares of the Company's Class A common stock, the Company's membership interests in the Operating Subsidiaries will be correspondingly increased and the Parent's corresponding shares of Class B common stock will be canceled. Because each share of Class B common stock initially will entitle the holder thereof to four votes, whereas each share of Class A common stock offered hereby will entitle the holder thereof to one vote, and because each share of Class A common stock issued to the Parent upon exchange of its Operating Subsidiaries Units will correspond to the cancellation of one share of Class B common stock held by the Parent, an exchange of one Operating Subsidiaries Unit for one share of Class A common stock will decrease the voting power of the Parent by three votes and consequently increase the voting power of the public stockholders; provided, however, that the Company's certificate of incorporation provides that so long as any of its Class B common stock remains outstanding, the holders of its Class B common stock always will have a majority of the voting power of its outstanding common stock, and thereby control the Company. The percentages of voting power in the Company will change accordingly. |
Amended and Restated Limited Liability Company Agreements of the Operating Subsidiaries. The form of the amended and restated limited liability company agreement of each of the Operating Subsidiaries was filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013. The amended and restated operating agreements provide that going forward, any time the Company issues a share of its Class A common stock, the Company will transfer the net proceeds received by it with respect to such share, if any, to the Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time) and each of them shall be required to issue to the Company one Class A Unit. Conversely, if at any time going forward, any shares of its Class A common stock are redeemed by the Company for cash, the Company can cause the Operating Subsidiaries, immediately prior to such redemption of the Company's Class A common stock, to redeem an equal number of Class A Units of each operating subsidiary held by the Company, upon the same aggregate terms and for the same price, as the shares of the Class A common stock are redeemed. |
American National Stock Transfer, LLC - Transfer Agent Services Agreement. ANST has entered into a services agreement with AR Capital, LLC, pursuant to which it will provide transfer agent services to AR Capital sponsored REITs. The agreement provides for an initial term of ten years. The agreement provides that each REIT must pay a minimum monthly fee as well as additional ad hoc service fees and related expense reimbursements. |
Tax Receivable Agreement. The Company entered into a tax receivable agreement with the Parent requiring the Company to pay to the Parent 85% of the amount of the reduction, if any, in U.S. federal, state and local income tax liabilities that the Company realizes (or is deemed to realize upon early termination of the tax receivable agreement or change of control) as a result of the increases in tax basis of its tangible and intangible assets created by the Parent's exchanges of its Operating Subsidiaries Units for shares of Class A common stock (with a cancellation of its corresponding shares of the Company's Class B common stock) pursuant to the exchange agreement. Cash payments pursuant to the tax receivable agreement will be the Company's obligation. The initial public offering did not generate tax benefits and did not require payments pursuant to this agreement. In general, the Company's payments under the tax receivable agreement will not be due until after the Company has filed its tax returns for a year in which the Company realizes a tax benefit resulting from an exchange; however, the timing of payments could be accelerated upon an early termination of the tax receivable agreement or change in control which could require payment prior to the Company's ability to claim the tax benefit on its tax returns. Furthermore, the Parent will not be required to reimburse the Company for any payments previously made under the tax receivable agreement even if the IRS were to successfully challenge the increase in tax basis resulting from an exchange and, as a result, increase the Company's tax liability. The accelerated timing of payments and the increase in the Company's tax liability without reimbursement could affect the cash available to it and could impact its ability to pay dividends. |
AR Capital Real Estate Income Fund. As of September 30, 2013, Advisory Services and Realty Capital had investments in the AR Capital Real Estate Income Fund of $8.6 million and $1.0 million, respectively. As of December 31, 2012 Advisory Services and Realty Capital had no such investments. |