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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

Summary of Fees and Expenses

The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with our public offerings and any related amounts payable:

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

Payable as of

(in thousands)

    

2022

    

2021

    

2022

    

2021

    

June 30, 2022

    

December 31, 2021

Selling commissions and dealer manager fees (1)

$

1,556

$

615

$

2,866

$

1,021

$

$

Ongoing distribution fees (1)(2)

1,270

673

2,329

1,276

547

394

Advisory fees—fixed component

8,227

5,085

15,370

9,909

2,817

2,094

Performance participation allocation

 

6,186

 

2,246

 

18,379

 

3,995

 

18,379

 

15,327

Other expense reimbursements—Advisor (3)(4)

 

3,206

 

2,792

 

5,346

 

5,833

 

7,908

 

1,443

Other expense reimbursements—Dealer Manager

 

143

 

84

 

170

 

142

 

170

 

Property accounting fee (5)

303

303

303

DST Program selling commissions, dealer manager and distribution fees (1)

 

5,660

 

1,921

 

13,184

 

3,316

 

268

 

219

Other DST Program related costs—Advisor (4)

 

3,478

 

1,249

 

8,400

 

2,268

 

143

 

87

Total

$

30,029

$

14,665

$

66,347

$

27,760

$

30,535

$

19,564

(1)All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.
(2)The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable of approximately $46.0 million and $34.1 million as of June 30, 2022 and December 31, 2021, respectively, are included in other liabilities on the consolidated balance sheets.
(3)Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the advisory agreement, including, but not limited to, certain expenses described after this footnote, allocated rent paid to both third parties and affiliates of our Advisor, equipment, utilities, insurance, travel and entertainment.
(4)Includes costs reimbursed to the Advisor related to the DST Program.
(5)The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property.

Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers and employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. Amounts incurred related to these compensation expenses for the three months ended June 30, 2022, and 2021 were approximately $2.9 million and $2.2 million, respectively. Amounts incurred related to these compensation expenses for the six months ended June 30, 2022, and 2021 were approximately $5.4 million and $4.7 million, respectively No reimbursement is made for compensation of our named executive officers unless the named executive officer is providing stockholder services, as outlined in the advisory agreement.

Property-Level Accounting Services. Pursuant to the Advisory Agreement (2022) effective as of May 1, 2022, we have agreed to pay the Advisor a property accounting fee in connection with providing services related to accounting for real property operations, including the maintenance of the real property’s books and records in accordance with GAAP and our policies, procedures, and internal controls, in a timely manner, and the processing of real property-related cash receipts and disbursements. The property accounting fee is equal to the difference between: (i) the property management fee charged with respect to each real property, which reflects the market rate for all real property management services, including property-level accounting services, based on rates charged for similar properties within the region or market in which the real property is located, and (ii) the amount paid to third-party property management firms for property management services, which fee is based on an arm’s length negotiation with a third party property management service provider (the difference between (i) and (ii), the “property accounting fee”).

Performance Participation Allocation

As used below, “Fund Interests” means our outstanding shares of common stock, along with OP Units, which may be or were held directly or indirectly by the Advisor, the Former Sponsor, members or affiliates of the Former Sponsor, and third parties.

The performance participation allocation is a performance-based amount that will be paid to the Advisor. This amount is calculated on the basis of the overall investment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units held by third-party investors) in any calendar year such that the Advisor will receive the lesser of (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted-average Fund Interests outstanding during the year. In no event will the performance participation allocation be less than zero. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Advisor will earn a performance participation allocation equal to 100% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward.

The allocation of the performance participation interest is ultimately determined at the end of each calendar year and will be paid in Class I OP units or cash, at the election of the Advisor. As the performance hurdle was achieved as of both June 30, 2022 and 2021, we recognized approximately $6.2 million and $2.2 million for the three months ended June 30, 2022 and 2021, respectively, and $18.4 million and $4.0 million for the six months ended June 30, 2022 and 2021, respectively, of performance participation allocation expense in our condensed consolidated statements of operations.