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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 the Company 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 the Company’s 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)

$

7,032

$

3,932

$

11,671

$

7,627

$

$

Ongoing distribution fees (1)(2)

 

6,852

 

3,373

 

12,508

 

6,613

 

2,337

 

1,779

Advisory fee—fixed component

$

16,641

$

5,525

30,257

9,460

5,699

3,864

Performance participation allocation

 

39,146

 

11,842

122,446

16,022

122,446

81,185

Other expense reimbursements (3)(4)

 

3,504

 

3,092

6,724

6,265

3,138

707

Property accounting fee (5)

638

223

1,200

418

228

166

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

2,695

227

4,207

227

435

190

Other DST Program related costs (4)

3,383

908

5,399

908

133

61

Development fees (6)

1,568

324

2,383

714

574

78

Total

$

81,459

$

29,446

$

196,795

$

48,254

$

134,990

$

88,030

(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, the Company accrues for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable were approximately $89.6 million and $85.4 million as of June 30, 2022 and December 31, 2021, respectively.
(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 below after footnote 6, allocated rent paid to both third parties and affiliates of the 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 the Company or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain limited circumstances, the Company 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.
(6)Development fees are included in the total development project costs of the respective properties and are capitalized in construction in progress, which is included in net investment in real estate properties on the Company’s condensed consolidated balance sheets. Amounts also include the Company’s proportionate share of development acquisition fees relating to the BTC Partnerships, which are included in investment in unconsolidated joint venture partnership(s) on the Company’s condensed consolidated balance sheets.

Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers, including a portion of compensation (whether paid in cash, stock, or other forms), benefits and other overhead costs of certain of the Company’s named executive officers, as well as employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. The Company incurred approximately $3.3 million and $2.6 million for the three months ended June 30, 2022 and 2021, respectively, and $6.2 million and $5.3 million for the six months ended June 30, 2022 and 2021, respectively, for such compensation expenses reimbursable to the Advisor.

Performance Participation Allocation

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

The performance participation allocation, which will be paid to the Special Unit Holder, is a performance based amount in the form of an allocation and distribution. The performance participation allocation is calculated as 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 5.0% 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 performance participation allocation will be equal to 100.0% 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, the Company recognized approximately $39.1 million and $11.8 million for the three months ended June 30, 2022 and 2021, respectively, and $122.4 million and $16.0 million for the six months ended June 30, 2022 and 2021, respectively, of performance participation allocation expense in the Company’s condensed consolidated statements of operations.

Joint Venture Partnerships

From the beginning of the first quarter of 2022 until the completion of the BTC II Partnership Transaction, the BTC II Partnership incurred approximately $1.8 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to the respective service agreements. For the three and six months ended June 30, 2021, the BTC Partnerships incurred in aggregate approximately $3.3 million and $6.4 million, respectively, in acquisition and asset management fees. The Company had amounts due to the BTC II Partnership of approximately $0.2 million as of December 31, 2021, which were recorded in other liabilities on the condensed consolidated balance sheets.

After the completion of the BTC II Partnership Transaction until June 30, 2022 and for the three months ended June 30, 2022, the BTC II B Partnership incurred approximately $0.4 million and $0.3 million, respectively, in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to the respective service agreements.