| Summary of Management Fees, Incentive Fees and Associated Credits and Administration Fees |
The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2018 |
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2017 |
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2018 |
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2017 |
Base management fee(1)(2)
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$ |
690 |
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(3) |
$ |
523 |
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$ |
2,102 |
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(3) |
$ |
1,446 |
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Incentive fee(1)(2)
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— |
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261 |
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— |
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|
688 |
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Capital gains fee(1)(2)
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778 |
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— |
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778 |
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— |
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Credits from non-contractual, unconditional, and irrevocable waiver granted by Adviser’s board of directors(2)
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(796 |
) |
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(54 |
) |
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(970 |
) |
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(54 |
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Total fees to our Adviser |
$ |
672 |
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$ |
730 |
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$ |
1,910 |
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$ |
2,080 |
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Administration fee(1)(2)
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$ |
387 |
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(4) |
$ |
211 |
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$ |
935 |
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(4) |
$ |
656 |
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Selling commissions and dealer-manager fees(1)(5)
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$ |
890 |
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$ |
— |
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$ |
940 |
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$ |
— |
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Financing fees(1)(6)
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57 |
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28 |
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59 |
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30 |
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Total fees to Gladstone Securities |
$ |
947 |
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$ |
28 |
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$ |
999 |
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$ |
30 |
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(1) |
Pursuant to the agreements with the respective related-party entities, as discussed above. |
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(2) |
Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations. |
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(3) |
Includes the allocation of approximately $94,000 and $176,000 of the total accumulated costs incurred by our Adviser as a result of the crops harvested and sold on the farm operated by Land Advisers during the three and nine months ended September 30, 2018, respectively, as further described above under “TRS Expense Sharing Agreement.” Excludes an additional $3,000 and $31,000 of accumulated costs incurred by our Adviser during the three and nine months ended September 30, 2018, respectively, pursuant to the TRS Expense Sharing Agreement. Such costs were allocated to crop inventory that was written down to zero during the nine months ended September 30, 2018, and are included within Loss on write-down of inventory on the accompanying Condensed Consolidated Statements of Operations (as discussed in more detail under “TRS Fee Arrangements—TRS Expense Sharing Agreement” above).
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(4) |
Includes the portion of administration fee that was allocated to Land Advisers (approximately $18,000 and $48,000 for each of the three and nine months ended September 30, 2018, respectively), as further described above under “TRS Administration Fee Allocation.”
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(5) |
Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheet. Gladstone Securities remitted approximately $843,000 and $890,000 of these fees to unrelated third-parties involved in the offering (including participating broker-dealers and wholesalers) during the three and nine months ended September 30, 2018, respectively.
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(6) |
Included within Mortgage notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations. |
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| Details of Amounts Due to Related Parties on Our Accompanying Condensed Consolidated Balance Sheets |
Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2018, and December 31, 2017, were as follows (dollars in thousands):
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September 30, 2018 |
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December 31, 2017 |
Management fee |
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$ |
693 |
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(1) |
$ |
666 |
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Capital gains fee |
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778 |
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— |
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Credits to fees(2)
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(796 |
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— |
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Other(3)
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9 |
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16 |
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Total due to Adviser |
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684 |
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682 |
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Administration fee |
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340 |
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(4) |
258 |
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Total due to Administrator |
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340 |
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258 |
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Total due to related parties(5)
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$ |
1,024 |
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$ |
940 |
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(1) |
Includes approximately $18,000 owed by Land Advisers to our Advisor, pursuant to the TRS Expense Sharing Agreement, as discussed above.
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(2) |
The credit received from our Adviser during three months ended September 30, 2018, was granted as a non-contractual, unconditional, and irrevocable waiver to be applied as a credit against the following: (i) the portion of base management fee attributable to our Series B Preferred Stock (as defined in Note 7, “Equity,” and which is included within Total Equity); (ii) the fees incurred by our Adviser on behalf of Land Advisers pursuant to the TRS Expense Sharing Agreement, as discussed above; and (iii) the capital gains fee earned by our Adviser.
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(3) |
Other fees due to or from related parties primarily relate to miscellaneous general and administrative expenses either paid by our Adviser or Administrator on our behalf or by us on our Adviser’s or Administrator’s behalf. |
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(4) |
Includes approximately $18.308 owed by Land Advisers to our Administrator, in accordance with the TRS Administration Fee Allocation, as discussed above.
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(5) |
Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets. |
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