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Related party transactions | 9 Months Ended
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Sep. 30, 2014
Related party transactions |
Related party transactions | Note 9. Related party transactions As of September 30, 2014 and December 31, 2013, the Sponsor owned approximately 3.3% and 3.7%, respectively, of our outstanding Class A common shares. On a fully-diluted basis, the Sponsor held (including consideration of 635,075 Class B common shares as of September 30, 2014 and December 31, 2013, 13,787,292 Class A common units as of September 30, 2014 and December 31, 2013, 31,085,974 Series C convertible units as of September 30, 2014 and December 31, 2013, 4,375,000 Series D units as of September 30, 2014 and December 31, 2013 and 4,375,000 Series E units as of September 30, 2014 and December 31, 2013) an approximate 21.7% and 24.6% interest at September 30, 2014 and December 31, 2013, respectively. As of September 30, 2014, the Company had a net payable of approximately $10.2 million due to the Sponsor, which has been reflected as amounts payable to affiliates in the accompanying condensed consolidated balance sheets. This amount primarily consists of payables to the Sponsor related to accrued and unpaid acquisition fees and declared and unpaid preferred distributions on the Series C convertible units held by the Sponsor (see Note 8). As of December 31, 2013, the Company had a net receivable of $4.5 million due from the Sponsor, which has been included in escrow deposits, prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. This amount consists of receivables due from the Sponsor related to the estimated net monetary asset reconciliations associated with the Management Internalization and Alaska Joint Venture Acquisition (see Note 11) and other expense reimbursements, offset by amounts payable to the Sponsor related to accrued and unpaid acquisition fees and declared and unpaid distributions on the Series C convertible units (see Note 8). Advisory management agreement In November 2012, the Company entered into an advisory management agreement with the Advisor under which the Advisor was responsible for designing and implementing our business strategy and administering our business activities and day-to-day operations, subject to the oversight by our board of trustees. For the three and nine months ended September 30, 2013, related management fee expenses incurred to the Advisor prior to the Management Internalization in June 2013 were zero and $6.4 million, respectively (see Note 11). Property Management Agreement In November 2012, the Company entered into a property management agreement with the Property Manager under which the Property Manager generally oversaw and directed the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. We paid the Property Manager a property management fee equal to 6% of collected rents and a leasing fee equal to one-half month of each lease's annual rent. For the three and nine months ended September 30, 2013, property management fees incurred to the Property Manager prior to the Management Internalization were zero and $1.3 million, respectively, which have been included in property operating expenses in the accompanying condensed consolidated statement of operations (see Note 11). Agreement on Investment Opportunities In November 2012, the Company entered into an "Agreement on Investment Opportunities" with the Sponsor under which we pay an acquisition and renovation fee equal to 5% of all costs and expenses we incur in connection with the initial acquisition, repair and renovation of single-family properties (net of any broker fees received by the Property Manager) for its services in identifying, evaluating, acquiring and overseeing the renovation of the properties we purchase. In connection with the Management Internalization on June 10, 2013, (see Note 11), we entered into an Amended and Restated Agreement on Investment Opportunities. Under the amended and restated agreement, on December 10, 2014, the Sponsor will cease providing acquisition and renovation services for us and we will cease paying the acquisition and renovation fee. No termination or other fee will be due on December 10, 2014, in connection with the termination of the Sponsor providing such services. As of September 10, 2014, we have the right to offer employment that would commence on December 10, 2014, to all of the Sponsor's acquisition and renovation personnel necessary for our operations. Additionally, the Sponsor is required to pay the Company a monthly fee of $0.1 million through December 10, 2014, for maintenance and use of certain intellectual property transferred to us in the Management Internalization, which is included in other revenue in the accompanying condensed consolidated statements of operations (see Note 11). The Company is currently in the process of making offers of employment to the acquisition and renovation personnel of the Sponsor that will commence in December 2014. During the three and nine months ended September 30, 2014, we incurred $31.8 million and $58.6 million in aggregate acquisition and renovation fees to the Sponsor under the terms of this agreement, $19.0 million and $44.6 million of which has been capitalized related to asset acquisitions and included in the cost of the single-family properties, and $12.8 million and $14.0 million has been expensed related to property acquisitions with in-place leases and to the acquisition of Beazer Rental Homes, respectively. During the three and nine months ended September 30, 2013, we incurred $22.9 million and $95.3 million in aggregate acquisition and renovation fees to the Sponsor under the terms of this agreement, $22.6 million and $92.7 million of which has been capitalized related to asset acquisitions and included in the cost of the single-family properties, and $0.3 million and $2.6 million has been expensed related to property acquisitions with in-place leases, respectively. As of September 30, 2014, accrued and unpaid acquisition and renovation fees were $4.4 million, which have been included in amounts payable to affiliates in the accompanying condensed consolidated balance sheets. Employee Administration Agreement In connection with the Management Internalization on June 10, 2013, (see Note 11), we entered into an employee administration agreement with Malibu Management, Inc. ("MMI"), an affiliate of the Sponsor, to obtain the exclusive services of personnel of the Advisor and the Property Manager, who were previously employees of MMI under the direction of the Sponsor. Under terms of the agreement, we obtained the exclusive service of the employees dedicated to us for all management and other personnel dedicated to our business and are able to direct MMI to implement employment decisions with respect to the employees dedicated to us. We are required to reimburse MMI for all compensation and benefits and costs associated with the employees dedicated to us. We do not pay any fee or any other form of compensation to MMI. Total compensation and benefit costs paid by MMI and passed through to us under the agreement during the three and nine months ended September 30, 2014, were $11.2 million and $30.3 million, respectively, and $7.2 million and $8.4 million during the three and nine months ended September 30, 2013, respectively. As of September 30, 2014, accrued and unpaid reimbursable compensation and benefit costs due to MMI were $0.3 million, which have been included in amounts payable to affiliates in the accompanying condensed consolidated balance sheet. Allocated general and administrative expenses Prior to February 28, 2013, the Company received an allocation of general and administrative expenses from the Sponsor that were either clearly applicable to or were reasonably allocated to the operations of the properties prior to contribution by the Sponsor (see Note 10). Allocated general administrative expenses prior to the date of contribution for the three and nine months ended September 30, 2013, were zero and $1.0 million, respectively, which have been included in general and administrative expense in the accompanying condensed consolidated statements of operations.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph k -Article 4 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 + Details
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