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Related Party Transactions
9 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions
During the three and nine months ended September 30, 2015 and 2014, the Company incurred construction-related costs on behalf of its unconsolidated joint ventures totaling $2.8 million, $8.6 million, $1.9 million and $5.6 million, respectively. As of September 30, 2015 and December 31, 2014, $0.6 million and $1.1 million, respectively, are included in due from affiliates in the accompanying condensed consolidated balance sheets.
The Company has entered into Management Agreements with its unconsolidated joint ventures to provide management services related to the underlying projects. Pursuant to the Management Agreements, the Company receives a management fee based on each project’s revenues. During the three and nine months ended September 30, 2015 and 2014, the Company earned $3.3 million, $8.4 million, $2.2 million and $5.5 million, respectively, in management fees, which have been recorded as fee building revenue in the accompanying condensed consolidated statements of operations. As of September 30, 2015 and December 31, 2014, $0.2 million and $1.6 million, respectively, of management fees are included in due from affiliates in the accompanying condensed consolidated balance sheets.
The Company has provided credit enhancements in connection with joint venture borrowings in the form of loan-to-value ("LTV") maintenance guaranties in order to secure performance under the loans and maintain certain LTV ratios. The Company has also entered into agreements with its partners in each of the unconsolidated joint ventures whereby the Company and its partners are apportioned liability under the LTV maintenance guaranties according to their respective capital interest. In addition, the agreements provide the Company, to the extent its partner has an unpaid liability under such credit enhancements, the right to receive distributions from the unconsolidated joint venture that would otherwise be made to the partner. The loans underlying the guaranties comprise acquisition and development loans, construction revolvers and model loans, and the guaranties remain in force until the loans are satisfied. Due to the nature of the loans, the outstanding balance at any given time is subject to a number of factors including the status of site improvements, the mix of horizontal and vertical development underway, the timing of phase build outs, and the period necessary to complete the escrow process for homebuyers. As of September 30, 2015 and December 31, 2014, $81.5 million and $61.4 million, respectively, was outstanding under the loans and credit enhanced by the Company through LTV maintenance guaranties. Under the terms of the joint venture agreements, the Company's proportionate share of LTV maintenance agreement liabilities was 27.3% and 12.6%, respectively, as of September 30, 2015 and December 31, 2014. In addition, the Company has provided completion guaranties regarding specific performance for certain projects whereby the Company is required to complete the given project with funds provided by the beneficiary of the guaranty. If there are not adequate funds available under the specific project loans, then the Company would be subject to financial liability under such completion guaranties. Typically, under such terms of the joint venture agreements, the Company has the right to apportion the respective share of any liabilities funded under such completion guaranties to its partners. In connection with providing the loan guaranties, the Company recognized no guaranty fee income during the three and nine months ended September 30, 2015, no guaranty fee income during the three months ended September 30, 2014, and $18,927 in guaranty fee income during the nine months ended September 30, 2014 in the accompanying condensed consolidated statements of operations.
Berchtold Capital Partners, an entity owned by Mr. Michael Berchtold, one of the Company's non-employee directors, served as an advisor to the Company, providing general advice and guidance in connection with the Company's IPO, as well as assisting with the selection of the members of the Company's board of directors, the selection of and interacting with the Company's compensation consultant and advising the executives and board of managers regarding governance and compensation matters. The Company paid Berchtold Capital Partners $562,500 for these services, including $500,000 upon completion of our IPO. Amounts paid to Berchtold are included in offering expenses and were offset against the proceeds of our IPO.
As of September 30, 2015, the Company had investments in certain unconsolidated joint ventures totaling $20.8 million. Certain members of the Company's board of directors are affiliated with entities that also had an investment in these joint ventures and are owners of more than 10% of the outstanding common stock of the Company.
TL Fab LP, an affiliate of Mr. Paul Heeschen, one of the Company's non-employee directors, was engaged by the Company and some of its unconsolidated joint ventures as a trade contractor to provide metal fabrication services. For the three and nine months ended September 30, 2015, the Company and its unconsolidated joint ventures incurred $0.3 million and $0.7 million, respectively, for these services. The Company and its unconsolidated joint ventures incurred $0.4 million and $0.8 million for these services for the three and nine months ended September 30, 2014, respectively. Of these costs, $0.2 million and $0.1 million was due to TL Fab LP at September 30, 2015 and December 31, 2014, respectively, and included in accounts payable in the accompanying balance sheet. These amounts were capitalized to real estate inventories by the Company and its unconsolidated joint ventures and will be included in cost of home sales at the time of home deliveries.
On June 26, 2015 ("Transition Date"), the Company entered into an agreement that transitioned Joseph Davis' role within the Company from Chief Investment Officer to a non-employee consultant to the Company. As of the Transition Date, Mr. Davis ceased being an employee of the Company and became an independent contractor performing consulting services. Per the agreement, Mr. Davis is expected to work approximately, but not more than, 40 consulting hours per month. For his services, he will be compensated $10,000 per month for a term of one year from the Transition Date with the option to extend the agreement one year on each anniversary of the Transition Date, if mutually consented to by the parties. Either party may terminate the agreement at any time for any or no reason. Additionally, Mr. Davis' outstanding restricted stock units and stock option equity awards will continue to vest in accordance with their original terms. For the three and nine months ended September 30, 2015, the Company paid Mr. Davis $40,000, excluding reimbursable expenses. Of these costs, no balance was due to Mr. Davis at September 30, 2015.
On June 29, 2015, the Company formed a new unconsolidated joint venture and received capital credit in excess of our contributed land basis. As a result, the Company recognized $1.6 million in equity in net income of unconsolidated joint ventures and deferred $0.4 million in profit from unconsolidated joint ventures related to this transaction.