TransactionsWithRelatedParties | 12 Months Ended |
Dec. 31, 2014 |
Notes to Financial Statements | |
TransactionsWithRelatedParties | (4) Transactions with Related Parties |
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The Company’s Sponsor contributed $200,000 to the capital of the Company for which it received 8,000 shares of common stock. The Sponsor also advanced $300,000 in cash to the Company, which is included in due to affiliates, to partially fund formation, offering and organization costs. |
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As of December 31, 2014, the Company had incurred $2,659,651 of offering and organization costs. Pursuant to the terms of the Offering, the Business Manager will repay all offering and organization expenses (excluding selling commissions) in excess of 2.0% of the gross proceeds of the Offering or all offering and organization expenses (including selling commissions) which together exceed 10.75% of the gross offering proceeds from Class A Shares and 6.25% of the gross offering proceeds from Class T Shares, sold in the primary offering over the life of the Offering. In the event that the minimum offering is not successful, an affiliate of the Business Manager will bear the related costs of the Offering. |
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Certain compensation and fees payable to the Business Manager and its affiliates for services to be provided to the Company are limited to maximum amounts, as follows. |
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Offering Stage |
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Selling commissions | | The Company will pay Inland Securities Corporation, an affiliate of the Business Manager, 6.0% of the sale price, or $1.50, for each Class A Share sold and 2.0% of the sale price, or approximately $0.48, for each Class T Share sold in the primary offering, subject to reduction for special sales and volume discounts. Inland Securities Corporation anticipates reallowing (paying) the full amount of the selling commissions to participating soliciting dealers. | | | | | | | | | | | | | | |
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Dealer manager fee | | The Company will pay a dealer manager fee to Inland Securities Corporation equal to approximately $0.69 per Class A Share and approximately $0.66 per Class T Share, or 2.75% of the sale price of each Class A and Class T Share sold in the primary offering, subject to reduction for special sales. Inland Securities Corporation may reallow (pay) up to 1.375% of the price per share, out of this dealer manager fee, to participating soliciting dealers. | | | | | | | | | | | | | | |
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Acquisitions and Operations Stage |
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Acquisition fees | | The Company will pay the Business Manager or its affiliates a fee equal to 1.5% of the “contract purchase price” of each property and real estate-related asset the Company acquires. | | | | | | | | | | | | | | |
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Acquisition expenses | | The Company will reimburse the Business Manager, Inland Residential Real Estate Services LLC (the “Real Estate Manager”), their affiliates, and third parties, for investment-related expenses paid on the Company’s behalf in connection with selecting, evaluating or acquiring real estate assets, regardless of whether the Company acquires the real estate assets. | | | | | | | | | | | | | | |
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Business management fees | | The Company will pay the Business Manager an annual business management fee equal to 0.6% of its “average invested assets,” payable quarterly in an amount equal to 0.15% of its average invested assets as of the last day of the immediately preceding quarter. | | | | | | | | | | | | | | |
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The Company will also reimburse the Business Manager or its affiliates, including the Sponsor, for all expenses that it or its affiliates pays or incurs on the Company’s behalf, except for the salaries, bonuses, benefits and severance payments for persons who serve as one of the Company’s executive officers or as an executive officer of the Business Manager. | | | | | | | | | | | | | | |
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Real estate management fees | | For each property that is managed by the Real Estate Manager, the Company will pay a monthly management fee of up to 4% of the gross income from any property managed directly by the Real Estate Manager or its affiliates. The Real Estate Manager may reduce, in its sole discretion, the amount of the fee payable in connection with a particular property, subject to these limits. | | | | | | | | | | | | | | |
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The Company also will reimburse the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses, benefits and severance payments of persons performing services for the Real Estate Manager and its affiliates except for the salaries, bonuses, benefits and severance payments of persons who serve as an executive officer of the Real Estate Manager or the Company. | | | | | | | | | | | | | | |
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Expense Reimbursement | | The Company will reimburse the Sponsor, the Business Manager and their respective affiliates for any expenses that they pay or incur in providing ancillary services to the Company, including the costs of salaries, bonuses, benefits and severance payments of persons employed by these entities and performing services for the Company, except for the salaries, bonuses, benefits and severance payments for persons who also serve as one of the Company’s executive officers or as an executive officer of the Business Manager. | | | | | | | | | | | | | | |
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Distribution and stockholder servicing fee | | The Company will pay Inland Securities Corporation a fee of 1.0% per annum of the purchase price (or, once reported, the estimated value) per Class T Share for each Class T Share sold in the primary offering, all of which may be reallowed to the soliciting dealer, if any, who sold the Class T Shares or, if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a soliciting dealer agreement, or servicing agreement, with the dealer manager that provides for reallowance. The distribution and stockholder servicing fee will accrue daily and be paid monthly in arrears. The distribution and stockholder servicing fees are ongoing fees that are not paid at the time of purchase. | | | | | | | | | | | | | | |
The Company will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will automatically convert into a Class A Share at the Conversion Rate, as defined, on the earlier of (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger, consolidation, sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the dealer manager determines that total underwriting compensation paid in the primary offering plus the distribution and stockholder servicing fee paid on all Class T Shares sold in the primary offering is equal to 10% of the gross proceeds of the primary offering from the sale of both Class A Shares and Class T Shares; and (iv) the end of the month in which the underwriting compensation paid in the primary offering plus the distribution and stockholder servicing fee paid with respect to that Class T Share equals 10% of the gross offering price of that Class T Share. The Company will further cease paying the distribution and stockholder servicing fee on any Class T Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of the Company’s affairs, or a merger or other extraordinary transaction in which the Company is a party and in which the Class T Shares as a class are exchanged for cash or other securities. | | | | | | | | | | | | | | |
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The distribution and stockholder servicing fee is payable with respect to all Class T Shares purchased in the primary offering. | | | | | | | | | | | | | | |
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Subordinated management performance interest | | In consideration for providing continuing services under the Business Management Agreement, the Business Manager will receive subordinated management performance interests in the Operating Partnership based on the annual Additional Total Return (as defined below) generated each year on the Class A Shares and Class T Shares. Additional Total Return on the Class A Shares will be equal to 15% of the product of (i) the sum of (a) the amount by which the per share distributions paid during the current calendar year on the Class A Shares exceed $1.45, plus (b) the per share change in the value of the Class A Shares as of December 31 of the current year compared to the value of the shares on December 31 of the prior year, multiplied by (ii) the number of Class A Shares outstanding on December 31 of the current year. Additional Total Return on the Class T Shares will be equal to 15% of the product of (i) the sum of (a) the amount by which the per share distributions paid during the current calendar year on the Class T Shares exceed $1.45 (minus the distribution and stockholder servicing fee paid per share during the same period), plus (b) the per share change in the value of the Class T Shares as of December 31 of the current year compared to the value of the shares on December 31 of the prior year, multiplied by (ii) the number of Class T Shares outstanding on December 31 of the current year. In each case, none of the per share distributions may be funded from: (i) financing; (ii) the waiver or deferral of fees by the Business Manager; or (iii) the proceeds of the Company’s current or any other offering. | | | | | | | | | | | | | | |
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Each year that the Company generates Additional Total Return, the Operating Partnership will issue to the Business Manager Class M Units equal to the quotient of (i) the sum of (a) the Additional Total Return on the Class A Shares for the current year plus (b) the Additional Total Return on the Class T Shares for the current year, divided by (ii) the value of a Class A Share as of the applicable year. The Business Manager will be entitled to receive distributions on the vested and unvested Class M Units at the same rate as distributions are paid on the Class A Shares. | | | | | | | | | | | | | | |
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Class M Units are subject to forfeiture until such time as: (i) the Company’s value plus aggregate distributions equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon, or the “economic hurdle;” or (ii) any one of the following events occurs concurrently with or subsequently to achieving the economic hurdle described above: (a) a listing of the Company’s common stock on a national securities exchange; or (b) a transaction to which the Company or its Operating Partnership shall be a party, as a result of which Class A Units or the Company’s common stock will be exchanged for, or converted into the right, or the holders of these securities will otherwise be entitled, to receive cash, securities or other property or any combination thereof. Any outstanding Class M Units will be forfeited immediately if the Business Management Agreement is terminated for any reason other than a termination without cause or for managerial cause, each as defined in the Business Management Agreement. | | | | | | | | | | | | | | |
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After a Class M Unit is no longer subject to forfeiture as described in the previous paragraph, if the capital account attributable to such Class M Unit has been sufficiently adjusted pursuant to the special allocations, as defined, the Class M Unit will automatically convert into a Class A Units. Class A Units may be converted into Class A Shares. | | | | | | | | | | | | | | |
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Mortgage Financing Fee | | If the Business Manager or its affiliates provides services in connection with the origination or refinancing of debt that is used to acquire properties or that is assumed in connection with the acquisition of properties, the Company will pay the Business Manager, or its affiliates, a mortgage financing fee equal to 0.25% of the amount of debt available or borrowed or assumed. | | | | | | | | | | | | | | |
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The services provided by the Business Manager, or its affiliates, in consideration for the Mortgage Financing Fee include, but are not limited to, contacting various lenders to obtain quotes and compiling the quotes, completing applications and rate locks, arranging site inspections, reviewing and negotiating loan documents and preparing internal closing statements. | | | | | | | | | | | | | | |
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Liquidation Stage |
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Real Estate Sales Commission | | For substantial assistance in connection with the sale of properties, the Company will pay the Business Manager or its affiliates a real estate sales commission equal to an amount not to exceed the lesser of (i) one-half of the customary commission which are paid to a third party broker for the sale of a comparable property; and (ii) 1% of the gross sales price of the property sold and, when added to all other real estate commissions paid to unaffiliated parties in connection with a sale, may not exceed the lesser of a competitive real estate commission or 3% of the gross sales price of the property. | | | | | | | | | | | | | | |
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Subordinated Incentive Participation in Net Sales Proceeds | | Inland Residential Properties Trust Special Limited Partner, LLC (the “Special Limited Partner”), a wholly-owned subsidiary of the Sponsor, will receive from time to time, when available, including in connection with a merger, consolidation, sale or other disposition of all or substantially all of the Company’s assets, 15.0% of the value accorded to the Company’s shares of common stock outstanding immediately prior to the effective time of the merger or consolidation by the relevant transaction documents or the remaining “net sales proceeds” (as defined in the Company’s charter) of an asset sale, as applicable, after return of capital contributions plus payment to investors of an annual 6.0% cumulative, pre-tax, non-compounded return on the capital contributed by investors. | | | | | | | | | | | | | | |
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Subordinated Incentive Listing Distribution | | Upon the listing of the Company’s shares on a national securities exchange, including a listing in connection with a merger or other business combination, the Special Limited Partner will be entitled to receive distributions from the Operating Partnership equal to 15.0% of the amount by which the sum of the Company’s market value plus aggregate distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded return to investors. | | | | | | | | | | | | | | |
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Subordinated Incentive Distribution upon Termination | | Upon termination or non-renewal of the Business Management Agreement with or without cause, the Special Limited Partner will be entitled to receive distributions from the Operating Partnership equal to 15.0% of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded return to investors. The Special Limited Partner may elect to defer its right to receive this subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. | | | | | | | | | | | | | | |
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The following table summarizes the Company’s related party transactions for the year ended December 31, 2014 and the period from December 19, 2013 (inception) through December 31, 2013. |
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| | For the | | For the period | | December 31, | | December 31, |
year ended | from December 19, | 2014 | 2013 |
December 31, | 2013 through | | |
2014 | December 31, | | |
| 2013 | | |
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General and administrative expenses (a) | | $ | 41,132 | | | $ | — | | | $ | 41,132 | | | $ | — | |
Organization costs (b) | | | 1,277 | | | | 930 | | | | — | | | | 930 | |
Offering costs (c) | | | 135,693 | | | | 13,423 | | | | 125,959 | | | | 13,423 | |
Sponsor advances (c) | | | 897,993 | | | | 467,583 | | | | 1,365,576 | | | | 467,583 | |
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(a) | | The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses relating to the Company’s administration. Such costs are included in general and administrative expenses in the accompanying consolidated statements of operations. Unpaid amounts are included in due to affiliates in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | |
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(b) | | The Business Manager or its affiliates will pay or reimburse any organization or offering costs, including any issuer costs, that exceed 10.75% of the gross offering proceeds from Class A Shares, and 6.25% of the gross offering proceeds from Class T Shares sold in the “reasonable best efforts” offering over the life of the Offering. | | | | | | | | | | | | | | |
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(c) | | The Company will reimburse the Sponsor and its affiliates for costs and other expenses of the Offering that they pay on the Company’s behalf. Offering costs are offset against the stockholder’s equity accounts. Unpaid amounts are included in due to affiliates in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | |
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(d) | | This amount on the accompanying consolidated balance sheets contains non-interest bearing advances made by the Sponsor which will be repaid when the Company receives equity proceeds upon achieving the minimum offering. | | | | | | | | | | | | | | |
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