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Related Party Arrangements (Tables)
12 Months Ended
Dec. 31, 2016
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid

The expenses and fees incurred by and reimbursable to the Company’s related parties for the years ended December 31, 2016, 2015 and 2014, and related amounts unpaid as of December 31, 2016 and 2015 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Unpaid amounts (1)

 

 

 

Years Ended December 31,

 

 

as of December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2016

 

 

2015

 

Reimbursable expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Offering costs (2)

 

$

 

 

$

3,446

 

 

$

5,151

 

 

$

 

 

$

32

 

Operating expenses (3)

 

 

5,966

 

 

 

5,214

 

 

 

3,863

 

 

 

1,072

 

 

 

935

 

Acquisition fees and expenses

 

 

104

 

 

 

613

 

 

 

614

 

 

 

3

 

 

 

12

 

 

 

 

6,070

 

 

 

9,273

 

 

 

9,628

 

 

 

1,075

 

 

 

979

 

Investment services fees  (4)

 

 

739

 

 

 

18,561

 

 

 

18,553

 

 

 

17

 

 

 

182

 

Disposition fee (5)

 

 

343

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing coordination fees (6)

 

 

 

 

 

 

 

 

220

 

 

 

 

 

 

 

Property management fees (7)

 

 

5,059

 

 

 

3,894

 

 

 

2,982

 

 

 

417

 

 

 

418

 

Asset management fees (8)

 

 

29,121

 

 

 

22,837

 

 

 

13,612

 

 

 

1,956

 

 

 

224

 

 

 

$

41,332

 

 

$

54,565

 

 

$

44,995

 

 

$

3,465

 

 

$

1,803

 

 

FOOTNOTES:

 

(1)

Amounts are recorded as due to related parties in the accompanying consolidated balance sheets.

 

(2)

Amounts are recorded as stock issuance and offering costs in the accompanying consolidated statements of stockholders’ equity and redeemable noncontrolling interest.  Amounts include approximately $25,000 and $30,000 of reimbursement payments to the Advisor for services provided to the Company by its executive officers for the year ended December 31, 2015 and 2014, respectively.  The reimbursement payments include components of salaries, benefits and other overhead charges.

 

(3)

Amounts are recorded as general and administrative expenses in the accompanying consolidated statements of operations.  Amounts include approximately $0.1 million, $0.1 million and $0.2 million of reimbursement payments to the Advisor for services provided to the Company by its executive officers for the years ended December 31, 2016, 2015 and 2014, respectively.  The reimbursement payments include components of salaries, benefits and other overhead charges.  

11.

Related Party Arrangements (continued)

 

(4)

For the year ended December 31, 2016, the Company incurred approximately $0.7 million in investment services fees of which approximately $0.2 million, was capitalized and included in real estate under development in the accompanying consolidated balance sheets. For the year ended December 31, 2015, the Company incurred approximately $18.6 million in investment service fees of which approximately $2.3 million was capitalized and included in real estate under development. For the year ended December 31, 2014, the Company incurred approximately $18.6 million in investment service fees of which approximately $1.8 million was capitalized and included in real estate under development. Investment service fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying consolidated statements of operations.

 

(5)

Amounts are recorded as a reduction to gain on sale of real estate in the accompanying consolidated statements of operations.

 

(6)

For the year ended December 31, 2014, the Company incurred approximately $0.2 million in financing coordination fees, which was capitalized and included in its investment in the Windsor Manor Joint Venture.  There were no financing coordination fees for the years ended December 31, 2016 and 2015.  

 

(7)

For the years ended December 31, 2016, 2015 and 2014, the Company incurred approximately $5.1 million, $3.9 million and $2.9 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.9 million, $0.7 million and $0.9 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying consolidated balance sheets.

 

(8)

For the years ended December 31, 2016, 2015 and 2014, the Company incurred approximately $29.1 million, $22.9 million and $13.6 million, respectively, in asset management fees payable to the Advisor of which approximately $2.9 million, $4.4 million and $4.9 million, respectively, were settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.8 million, $0.6 million and $0.3 million, respectively, were capitalized and included in real estate under development in the accompanying consolidated balance sheets.  

Public Offering | Managing Dealer  
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid

The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offerings for the years ended December 31, 2016, 2015 and 2014, and related amounts unpaid as of December 31, 2016 and 2015 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid amounts (1)

 

 

 

Years Ended December 31,

 

 

as of December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2016

 

 

2015

 

Selling commissions (2)

 

$

 

 

$

12,507

 

 

$

18,387

 

 

$

 

 

$

 

Marketing support fees (2)

 

 

 

 

 

16,242

 

 

 

16,429

 

 

 

 

 

 

 

 

 

$

 

 

$

28,749

 

 

$

34,816

 

 

$

 

 

$

 

 

Expense Support Agreements  
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid

The following fees are expected to be or were settled and paid in the form of Restricted Stock in connection with the Amended Expense Support Agreements for the year ended December 31, 2016 and the Original Expense Support Agreements for the years ended December 31, 2015 and 2014, and cumulatively as of December 31, 2016 (in thousands, except offering price):

 

 

 

Years Ended

 

 

As of

 

 

 

December 31,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2016

 

Asset management fees (1)

 

$

2,918

 

 

$

4,379

 

 

$

4,867

 

 

$

13,565

 

Then-current offering price or NAV (2)

 

$

10.04

 

 

$

10.19

 

 

$

10.24

 

 

$

9.75

 

Restricted stock shares (3)

 

 

291

 

 

 

423

 

 

 

478

 

 

 

1,332

 

Cash distributions on Restricted Stock (4)

 

$

427

 

 

$

281

 

 

$

98

 

 

$

810

 

Stock distributions on Restricted Stock (5)

 

 

 

 

 

14

 

 

 

7

 

 

 

21

 

 

FOOTNOTES:

 

(1)

No other amounts have been settled in connection with the Expense Support Agreements for the years ended December 31, 2016, 2015 and 2014, and cumulatively as of December 31, 2016.

 

(2)

The number of restricted stock shares granted to the Advisor in lieu of payment in cash is determined by dividing the expense support amount for the respective determination date by the then-current public offering price as of the Original Determination Date or by the then-current NAV per share as of the Amended Determination Date.  

 

(3)

Restricted stock shares are comprised of approximately 1.0 million issued to the Advisor and approximately 0.3 million issuable to the Advisor as of December 31, 2016.  No fair value was assigned to the restricted stock shares as the shares were valued at zero, which represents the lowest possible value estimated at vesting.  In addition, the restricted stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met as of December 31, 2016. 

 

(4)

The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying consolidated statements of operations.

 

(5)

This represents the number of shares issued to the Advisor as stock distributions on its restricted stock shares.  The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying consolidated statements of operations.