XML 29 R19.htm IDEA: XBRL DOCUMENT v3.22.2.2
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

11. 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 September 30, 

 

For the Nine Months Ended September 30, 

 

Payable as of

(in thousands)

 

2022

 

2021

 

2022

 

2021

 

September 30, 2022

 

December 31, 2021

Selling commissions and dealer manager fees (1)

$

7,533

$

4,110

$

19,204

$

11,737

$

$

Ongoing distribution fees (1)(2)

 

7,359

 

4,263

 

19,867

 

10,876

 

2,483

 

1,779

Advisory fee—fixed component

18,237

8,273

48,494

17,733

6,248

3,864

Performance participation allocation

 

14,034

 

29,910

136,480

45,932

136,480

81,185

Other expense reimbursements (3)(4)

 

3,494

 

2,927

10,218

9,192

3,125

707

Property accounting fee (5)

743

368

1,943

786

277

166

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

2,501

1,051

6,708

1,278

576

190

Other DST Program related costs (4)

2,876

1,492

8,275

2,400

145

61

Development fees (6)

4,673

116

7,056

830

671

78

Total

$

61,450

$

52,510

$

258,245

$

100,764

$

150,005

$

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, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable were approximately $95.1 million and $85.4 million as of September 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 us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain limited 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.
(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 our condensed consolidated balance sheets. Amounts also include our proportionate share of development acquisition fees relating to the BTC Partnerships, which are included in investment in unconsolidated joint venture partnership(s) on our 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 our 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. We incurred approximately $3.3 million and $2.7 million for the three months ended September 30, 2022 and 2021, respectively, and $9.5 million and $8.0 million for the nine months ended September 30, 2022, 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 September 30, 2022 and 2021, we recognized approximately $14.0 million and $29.9 million for the three months ended September 30, 2022 and 2021, respectively, and $136.5 million and $45.9 million for the nine months ended September 30, 2022 and 2021, respectively, of performance participation allocation expense in our 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 nine months ended September 30, 2021, the BTC Partnerships incurred in aggregate approximately $2.1 million and $8.5 million, respectively, in acquisition and asset management fees. We 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 September 30, 2022 and for the three months ended September 30, 2022, the BTC II B Partnership incurred approximately $0.7 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.