Annual report pursuant to Section 13 and 15(d)

Related-Party Transactions

v3.6.0.2
Related-Party Transactions
12 Months Ended
Dec. 31, 2016
Related Party Transactions [Abstract]  
Related-Party Transactions
7. Related-Party Transactions

Shared and Transition Services

Prior to October 2013, the Company operated under a shared services arrangement with MMC whereby the Company was charged for actual costs specifically incurred on behalf of the Company or allocated to the Company on a pro rata basis. Beginning in October 2013, certain services are provided to the Company under a Transition Services Agreement (“TSA”) between MMC and the Company, which replaced the pre-IPO shared services arrangement. The TSA is intended to provide certain services until the Company acquires the services separately. During the years ended December 31, 2016, 2015 and 2014, the Company incurred $227,000, $257,000 and $1.3 million, respectively under the TSA of which $1.0 million was incurred for reimbursement of health insurance premiums for the year ended December 31, 2014. These amounts are included in selling, general and administrative expense in the accompanying consolidated statements of net and comprehensive income.

Brokerage and Financing Services with the Subsidiaries of MMC

MMC has wholly or majority owned subsidiaries that buy and sell commercial real estate properties. The Company performs certain brokerage and financing services related to transactions of the subsidiaries and affiliates of MMC. For the years ended December 31, 2016, 2015 and 2014, the Company recorded real estate brokerage commissions and financing fees of $5.1 million, $2.7 million and $1.3 million, respectively, from subsidiaries and affiliates of MMC related to these services. The Company incurred cost of services of $3.0 million, $1.6 million and $816,000, respectively, related to these revenues.

Operating Lease with MMC

The Company has an operating lease with MMC for a single story office building located in Palo Alto, California, which was amended in 2016 to extend the expiration date to May 31, 2022. Rent expense for this lease aggregated $1.0 million, $693,500 and $438,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Rent expense is included in selling, general and administrative expense in the accompanying consolidated statements of net and comprehensive income.

Accounts Payable and Accrued Expenses with MMC

As of December 31, 2016 and 2015, $303,000 and $96,000, respectively, remains unpaid related to the operating lease with MMC and is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

Other

The Company makes advances to non-executive employees from time-to-time. At December 31, 2016 and 2015, the aggregate principal amount for employee loans outstanding was $446,000 and $382,000, respectively, which is included in other assets, current and other assets non-current captions in the accompanying consolidated balance sheets.

 

As of December 31, 2016, George M. Marcus, the Company’s founder and Co-Chairman, beneficially owned approximately 55% of the Company’s issued and outstanding common stock, including shares owned by Phoenix Investments Holdings, LLC (“Phoenix”), the George and Judy Marcus Family Foundation and The Marcus Family Foundation.

On February 6, 2015, the Company filed a shelf Registration Statement on Form S-3, registering for future sale 4,600,000 shares of common stock, including common stock beneficially owned by George M. Marcus. On March 18, 2015, a secondary offering of 4,000,000 shares closed at a price per share of $31.9925 and the underwriters exercised their option to purchase an additional 600,000. In connection with the offering, the Company incurred approximately $113,000 of costs, which were reimbursed by the selling stockholders.