TRANSACTIONS WITH AFFILIATES | TRANSACTIONS WITH AFFILIATES Management Agreements New Senior is party to a management agreement (the “Management Agreement”) with the Manager, under which the Manager advises the Company on various aspects of its business and manages its day-to-day operations, subject to the supervision of the Company’s board of directors. For its management services, the Manager is entitled to a base management fee of 1.5 % per annum of the Company’s gross equity. Gross equity is generally defined as the equity invested by Drive Shack Inc. (“Drive Shack”) (including cash contributed to the Company) as of the completion of the spin-off from Drive Shack, plus the aggregate offering price from stock offerings, plus certain capital contributions to subsidiaries, less capital distributions (calculated without regard to depreciation and amortization) and repurchases of common stock, calculated and payable monthly in arrears in cash. The Company incurred management fees of $ 3,824 and $ 3,839 during the three months ended September 30, 2017 and 2016 , respectively, and $ 11,472 and $ 11,562 during the nine months ended September 30, 2017 and 2016 , respectively, under the Management Agreement, which are included in “Management fees and incentive compensation to affiliate” in the Consolidated Statements of Operations. As of September 30, 2017 and December 31, 2016 , the Company had a payable for management fees of $ 2,549 and $ 1,280 , respectively, which is included in “Due to affiliates” in the Consolidated Balance Sheets. The Manager is entitled to receive, on a quarterly basis, incentive compensation on a cumulative, but not compounding basis, in an amount equal to the product of (A) 25 % of the dollar amount by which (1)(a) funds from operations (as defined in the Management Agreement) before the incentive compensation per share of common stock, plus (b) gains (or losses) from sales of property per share of common stock, plus (c) internal and third party acquisition-related expenses, plus (d) unconsummated transaction expenses, and plus (e) other non-routine items (as defined in the Management Agreement), exceed (2) an amount equal to (a) the weighted average value per share of the equity invested by Drive Shack in the assets of the Company (including cash contributed to the Company) as of the completion of the spin-off and the price per share of the Company’s common stock in any offerings by the Company (adjusted for prior capital dividends or capital distributions, which shall be calculated without regard to depreciation and amortization and repurchases of common stock) multiplied by (b) a simple interest rate of 10 % per annum, multiplied by (B) the weighted average number of shares of common stock outstanding. The Manager did not earn incentive compensation during the three months ended September 30, 2017 or 2016 . The Manager earned incentive compensation of $ 2,930 and $ 635 during the nine months ended September 30, 2017 and 2016 , respectively, which are included in “Management fees and incentive compensation to affiliate” in the Consolidated Statements of Operations. As of September 30, 2017 and December 31, 2016 , the Company had a payable for incentive compensation of $ 2,930 and $ 2,106 , respectively, which is included in “Due to affiliates” in the Consolidated Balance Sheets. The Manager is also entitled to receive, upon the successful completion of an equity offering, options with respect to 10% of the number of shares sold in the offering with an exercise price equal to the price paid by the purchaser in the offering. Because the Manager’s employees perform certain legal, accounting, due diligence, asset management and other services that outside professionals or outside consultants otherwise would perform, the Manager is paid or reimbursed, pursuant to the Management Agreement, for the cost of performing such tasks, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants on an arm’s-length basis. The Company is also required to pay all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The Company is required to pay expenses that include, but are not limited to, issuance and transaction costs incidental to the sourcing, evaluation, acquisition, management, disposition, and financing of the Company’s investments, legal, underwriting, sourcing, asset management and accounting and auditing fees and expenses, the compensation and expenses of independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of the Company, the costs of printing and mailing proxies and reports to the Company’s stockholders, costs incurred by employees or agents of the Manager for travel on the Company’s behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify directors and officers and the compensation and expenses of the Company’s transfer agent. The following table summarizes the Company’s reimbursement to the Manager for costs incurred for tasks and other services performed by the Manager under the Management Agreement: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Included in: General and administrative expense $ 1,723 $ 1,843 $ 5,630 $ 6,115 Acquisition, transaction and integration expense 494 310 1,144 1,236 Total reimbursements to the Manager $ 2,217 $ 2,153 $ 6,774 $ 7,351 As of September 30, 2017 and December 31, 2016 , the Company had a payable for Manager reimbursements of $ 2,059 and $ 1,046 , respectively, which is included in “Due to affiliates” in the Consolidated Balance Sheets. Property Management Agreements Within the Company’s Managed Properties segment, the Company is party to Property Management Agreements with Blue Harbor, an affiliate of Fortress, and Holiday, a portfolio company that is majority owned by a private equity fund managed by an affiliate of Fortress, to manage most of its senior housing properties. Pursuant to these Property Management Agreements, the Company pays monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 6 % of effective gross income for the first two years and 7 % thereafter. For IL properties managed by Blue Harbor and Holiday, the Company generally pays management fees equal to 5 % of effective gross income. For certain property management agreements, the Company may also pay an incentive fee based on operating performance of the properties. No incentive fees were incurred during the nine months ended September 30, 2017 and 2016 . Property management fees are included in “Property operating expense” in the Consolidated Statements of Operations. Other amounts paid to affiliated managers that are included in property operating expense are payroll expense and travel reimbursement costs. The payroll expense is structured as a reimbursement to the Property Manager, who is the employer of record. The following table summarizes property management fees and reimbursements paid by the Company to Property Managers affiliated with Fortress: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Property management fees $ 4,523 $ 5,015 $ 14,156 $ 14,650 Travel reimbursement costs 77 92 242 276 Property-level payroll expenses 23,081 26,418 71,692 78,262 As of September 30, 2017 and December 31, 2016 , the Company had payables for property management fees of $ 1,565 and $ 1,676 , respectively, and property-level payroll expenses of $ 6,465 and $ 5,515 , respectively, which are included in “Due to affiliates” in the Consolidated Balance Sheets. The Property Management Agreements with affiliated managers have initial terms of 5 or 10 years and provide for automatic one -year extensions after the initial term, subject to termination rights. Triple Net Lease Agreements Within the Company’s Triple Net Lease segment, the Company is party to triple net leases with Holiday. Pursuant to the leases, the tenant is required to pay monthly rent payments in accordance with the lease terms. Such payments amounted to $ 18,553 and $ 17,754 for the three months ended September 30, 2017 and 2016 , respectively, and $ 55,659 and $ 53,262 for the nine months ended September 30, 2017 and 2016 , respectively. |