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Certain Relationships and Related Party Transactions
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Certain Relationships and Related Party Transactions

NOTE 9 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Relationship with the Advisor

The Company is externally managed and advised by the Advisor. Pursuant to the terms of the advisory agreement, the Advisor provides the Company with its management team, including its officers, along with appropriate support personnel. The Advisor will be reimbursed for the Company’s allocable share of costs for Advisor personnel, including allocable personnel salaries and benefits. Each of the Company’s officers is an employee of the Sponsor or one of its affiliates. The Company does not have any employees. The Advisor is not obligated to dedicate any specific portion of its time or its employees' time to the Company’s business. The Advisor and any employees of the Sponsor or its affiliates acting on behalf of the Advisor, are at all times subject to the supervision and oversight of the Company’s board of directors and have only such functions and authority as the Company delegates to it. Effective April 28, 2019, the Company renewed the advisory agreement with the Advisor through April 27, 2020.

During the course of the offering, the Advisor will provide offering-related services to the Company and will advance funds to the Company for both operating costs and organization and offering costs. These amounts will be reimbursed to the Advisor from the proceeds from the offering, subject to the aforementioned limits on organization and offering expense reimbursements, although there can be no assurance that the Company’s plans to raise capital will be successful. At June 30, 2019, the Advisor has advanced organization and offering costs on a cumulative basis on behalf of the Company of approximately $8.9 million.

The advisory agreement has a one -year term and may be renewed for an unlimited number of successive one -year terms upon the approval of the Conflicts Committee of the Company's board of directors. Under the advisory agreement, the Advisor will receive fees and will be reimbursed for its expenses as set forth below:

Acquisition fees. The Advisor earns an acquisition fee of 2.0% of the cost of investments acquired on behalf of the Company, plus any capital expenditure reserves allocated, or the amount funded by the Company to acquire or originate loans, including acquisition expenses and any debt attributable to such investments.

Asset management fees. The Advisor earns a monthly asset management fee equal to 0.083% (one-twelfth of 1.0%) of (i) the appraised asset values for all assets owned on the date of the most recently determined NAV of the Company plus, (ii) until the date of the next determination of NAV of the Company, the cost of each asset at the end of each month, without deduction for depreciation, bad debts or other non-cash reserves, for all assets acquired after the most recently determined NAV of the Company, if any. The asset management fee is based only on the portion of the costs or value attributable to the Company’s investment in an asset if the Company does not own all of an asset and does not manage or control the asset.

Disposition fees. The Advisor will earn a disposition fee in connection with the sale of a property equal to the lesser of one-half of the aggregate brokerage commission paid, or if none is paid, 2.0% of the contract sales price.

Debt financing fees. The Advisor earns a debt financing fee equal to 0.5% of the amount available under any debt financing obtained for which it provided substantial services.

Expense reimbursements. The Company also will pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor or its affiliates on behalf of the Company or in connection with the services provided to the Company in relation to its public offering, including its distribution reinvestment plan offering. This includes all organization and offering costs of up to 4.0% of gross offering proceeds if the Company raises less than $500.0 million in the primary offering and 2.5% of gross offering proceeds if the Company raises more than $500.0 million in the primary offering. Reimbursements also include expenses the Advisor incurs in connection with providing services to the Company, including the Company’s allocable share of costs for Advisor personnel and overhead, out-of-pocket expenses incurred in connection with the selection and acquisition of properties or other real estate related debt investments, whether or not the Company ultimately acquires the investment. However, the Company will not reimburse the Advisor or its affiliates for employee costs in connection with services for which the Advisor earns acquisition or disposition fees. Prior to the Company breaking escrow, the Advisor incurred $104,266 of formation and other operating expenses the Company's behalf, which will not be reimbursed to the Advisor.

On April 13, 2018, the board of directors approved an amendment to the advisory agreement that provides that the Company is not responsible for the reimbursement of any unreimbursed organization and offering expenses or operational expenses incurred by the Advisor on the Company’s behalf through March 31, 2018 until after the termination of the primary portion of the Company’s ongoing initial public offering. Additionally, the amendment provides that such unreimbursed organization and offering expenses or operational expenses incurred or paid by the Advisor on the Company’s behalf through March 31, 2018 will be reimbursed ratably starting after the termination of the primary portion of the Company’s ongoing initial public offering through April 30, 2021 for organization and offering expenses and through April 30, 2020 for operating expenses.

Relationship with Resource Apartment Manager III, LLC

The Manager manages real estate properties and real estate-related debt investments and coordinates the leasing of, and manages construction activities related to, some of the Company’s real estate properties pursuant to the terms of the management agreement with the Manager.

Property management fees. The Manager earns a property management fee equal to 4.5% of actual gross cash receipts from the operations of real property investments that it manages and an oversight fee on any real property investments that are managed by third parties. Property management fees are deducted directly from the property's operating account by the property manager. Any property management fees paid to unaffiliated third party property managers in excess of 4.5% of actual gross receipts will be reimbursed to the Company by the Advisor. At June 30, 2019 and December 31, 2018, the Advisor owed the Company $585 and $291, respectively, for property management fees in excess of the 4.5% cap paid to the unaffiliated third party property manager.

Construction management fees. The Manager earns a construction management fee equal to 5.0% of actual aggregate costs to construct improvements to a property.

Debt servicing fees. The Manager will earn a debt servicing fee equal to 2.75% of gross receipts from real estate-related debt investments.

Expense reimbursement. During the ordinary course of business, the Manager or other affiliates of RAI may pay certain shared operating expenses on behalf of the Company. The Company is obligated to reimburse the Manager or other affiliates for such shared operating expenses.

Relationship with Resource Securities

Resource Securities, an affiliate of the Advisor, serves as the Company’s dealer manager and is responsible for marketing the Company’s shares during the public offering.

Dealer manager fee and selling commissions. Pursuant to the terms of the amended and restated dealer manager agreement with Resource Securities, the Company generally pays Resource Securities a selling commission of up to 3.0% of gross offering proceeds from the sale of Class R shares and a dealer manager fee of up to 3.5% of gross offering proceeds from the sale of Class R shares (but the aggregate of such fees shall not exceed 5.5% of gross offering proceeds). The Company generally pays Resource Securities a dealer manager fee of up to 1.5% of gross offering proceeds from the sale of the Class I shares. Resource Securities allows all selling commissions earned and a portion of the dealer manager fee as a marketing fee to participating broker-dealers. No selling commissions or dealer manager fees are earned by Resource Securities in connection with sales under the distribution reinvestment plan. Additionally, the Company may reimburse Resource Securities for bona fide due diligence expenses.

Distribution and shareholder servicing fee. Resource Securities is paid an annual fee of 1.0% of the NAV per share (1% of purchase price prior to June 29, 2018) of Class T common stock sold in the primary offering for five years from the date on which each share is issued up to a total of 5.0%. Resource Securities is also paid an annual fee of 1.0% of the NAV per share (1% of purchase price prior to June 29, 2018) of Class R common stock sold in the primary offering.  The Company will cease paying the distribution and shareholder servicing fee with respect to Class R shares held in any particular account, and those Class R shares will convert into a number of Class I shares determined by multiplying each Class R share to be converted by the applicable "Conversion Rate," on the earlier of (i) the date after the termination of the primary offering at which, in the aggregate, underwriting compensation from all sources equals 10.0% of the gross proceeds from the primary offering; (ii) a listing of the Class I shares on a national securities exchange; (iii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of our assets; and (iv) the end of the month in which the total underwriting compensation (which consists of selling commissions, dealer manager fees and distribution and shareholder servicing fees) paid with respect to such Class R shares purchased in a primary offering is not less than 8.5% (or a lower limit, provided that, in the case of a lower limit, the agreement between Resource Securities and the broker-dealer in effect at the time Class R shares were first issued to such account sets forth the lower limit and Resource Securities advises the Company’s transfer agent of the lower limit in writing) of the gross offering price of those Class R shares purchased in such primary offering (excluding shares purchased through the distribution reinvestment plan).

Relationship with RAI and C-III

Property loss pool. The Company's properties participated in a property loss self-insurance pool with other properties directly and indirectly managed by RAI and C-III, which was backed by a catastrophic insurance policy, until February 28, 2019.   Substantially all of the receivables from related parties represent insurance deposits held in escrow by RAI and C-III related to the self-insurance pool which will be returned to the Company. The pool covered losses up to $2.5 million, in aggregate, after a $25,000 deductible per incident. Claims beyond the insurance pool limits were covered by the catastrophic insurance policy, which covered claims up to $250.0 million, after either a $25,000 or a $100,000 deductible per incident, depending on location and/or type of loss.

Beginning of March 1, 2019, the Company now participates (with other properties directly and indirectly managed by RAI and C-III) only in the catastrophic insurance policy, which covers claims up to $250.0 million, after either a $25,000 or a $100,000 deductible per incident, depending on location and/or type of loss. Therefore, unforeseen or catastrophic losses in excess of the Company's insured limits could have a material adverse effect on the Company's financial condition and operating results.

General liability loss pool.  The Company participates (with other properties directly and indirectly managed by RAI and C-III) in a general liability policy. The insured limit for the general liability policy is $76.0 million in total claims, after a $25,000 deductible per incident.

Internal audit fees. RAI performs internal audit services for the Company.

Other transactions. Through December 18, 2018, RAI co-guaranteed the mortgage on Payne Place with the Company until such time as the Company achieved the following: (a) owned a minimum of five apartment complexes; (b) had a minimum net worth of $50.0 million; (c) had liquidity of no less than $5.0 million; and (d) had an aggregate portfolio leverage of no more than 65% (see Note 8 for further details). As of December 18, 2018, RAI has been released from the guaranty.

The Company paid The Planning & Zoning Resource Company, a subsidiary of C-III, $2,716 for zoning reports in connection with its acquisition of Wimbledon Oaks and Summit during the six months ended June 30, 2019 .

The Company participates in a liability insurance program for directors and officers coverage with other C-III managed entities and subsidiaries for coverage up to $100.0 million. 

The following table presents the Company's amounts receivable from and amounts payable to such related parties:

 

 

 

June 30,

2019

 

 

December 31,

2018

 

Due from related parties:

 

 

 

 

 

 

 

 

Advisor

 

$

585

 

 

$

291

 

RAI and affiliate - insurance funds held in escrow

 

 

4,386

 

 

 

12,799

 

Resource Securities

 

 

409

 

 

 

682

 

 

 

$

5,380

 

 

$

13,772

 

 

 

 

 

 

 

 

 

 

Due to related parties:

 

 

 

 

 

 

 

 

Advisor:

 

 

 

 

 

 

 

 

Asset management fees

 

$

—

 

 

$

5,238

 

Organization and offering costs

 

 

8,132,222

 

 

 

8,249,864

 

Operating expense reimbursements (including prepaid expenses)

 

 

2,782,214

 

 

 

2,700,703

 

 

 

 

10,914,436

 

 

 

10,955,805

 

 

 

 

 

 

 

 

 

 

Manager:

 

 

 

 

 

 

 

 

Property management fees

 

 

52,848

 

 

 

50,912

 

Operating expense reimbursements

 

 

44,259

 

 

 

62,717

 

 

 

 

97,107

 

 

 

113,629

 

 

 

 

 

 

 

 

 

 

RAI:

 

 

 

 

 

 

 

 

Internal audit fee

 

 

13,000

 

 

 

11,750

 

Operating expense reimbursements

 

 

629

 

 

 

14,843

 

 

 

 

13,629

 

 

 

26,593

 

 

 

 

 

 

 

 

 

 

Resource Securities:

 

 

 

 

 

 

 

 

Selling commissions and dealer-manager fees

 

 

6,050

 

 

 

78,705

 

Distribution and shareholder servicing fee

 

 

1,913,360

 

 

 

1,818,555

 

 

 

 

1,919,410

 

 

 

1,897,260

 

 

 

 

 

 

 

 

 

 

 

 

$

12,944,582

 

 

$

12,993,287

 

 

The following table presents the Company's fees earned by and expenses incurred from such related parties:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Fees earned / expenses incurred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisor:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition fees and acquisition related reimbursements (1)

 

$

846,397

 

 

$

-

 

 

$

1,456,067

 

 

$

1,018,719

 

Asset management fees (2)

 

 

459,211

 

 

 

212,613

 

 

 

874,161

 

 

 

310,821

 

Debt financing fees (3)

 

 

137,900

 

 

 

-

 

 

 

229,950

 

 

 

163,125

 

Organization and offering costs (4)

 

 

305,335

 

 

 

747,018

 

 

 

629,380

 

 

 

1,428,461

 

Operating expense reimbursement (5)

 

 

360,699

 

 

 

148,772

 

 

 

766,144

 

 

 

401,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manager:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management fees (2)

 

$

171,388

 

 

$

77,952

 

 

$

330,476

 

 

$

115,670

 

Construction management fees (1)

 

 

72,902

 

 

 

12,318

 

 

 

114,469

 

 

 

28,166

 

Operating expense reimbursements (6)

 

 

7,454

 

 

 

23,209

 

 

 

37,925

 

 

 

26,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internal audit fee (5)

 

$

13,000

 

 

$

11,750

 

 

$

24,750

 

 

$

15,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Resource Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling commissions and dealer-manager fees (7)

 

$

277,917

 

 

$

568,559

 

 

$

1,098,082

 

 

$

1,222,695

 

Distribution and shareholder servicing fee (7)

 

 

71,313

 

 

 

305,130

 

 

 

495,170

 

 

 

659,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Planning & Zoning Resource Company (1)

 

$

1,565

 

 

$

-

 

 

$

2,716

 

 

$

1,980

 

 

(1)

Capitalized and included in Rental properties, net on the consolidated balance sheets.

(2)

Included in Management fees - related parties on the consolidated statements of operations and comprehensive loss.

(3)

Included in Mortgage notes payable on the consolidated balance sheets.

(4)

Organizational expenses were expensed when incurred and offering costs are included in Deferred offering costs until they are charged to Stockholders' equity on the consolidated balance sheets as proceeds are raised in the offering.

(5)  

Included in General and administrative on the consolidated statements of operations and comprehensive loss and excludes third party costs that are advanced by the Advisor.

(6)

Included in Rental operating expenses on the consolidated statements of operations and comprehensive loss.

(7)

Included in Stockholders' equity on the consolidated balance sheets.