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Related Party Transactions
9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]  
Related Party Transactions

Note 9 – Related Party Transactions

Keller Property SPE

During the nine months ended September 30, 2021, the Company, through the Operating Partnership entered the Keller Member JV, with an affiliate of CFI, CF Keller Holdings LLC (the “Keller Holdings”), to indirectly acquire 97% interests in the Keller Property for a purchase price of $56,500,000. The Company owns 80.26% interests and Keller Holdings owns 19.74% interests in the Keller Member JV. The remaining 3% interests in the Keller Property is owned by CAF, an unrelated third party. As of September 30, 2021, the Company’s interest in the Keller Property SPE was 77.85%. As of September 30, 2021 the Company has consolidated the Keller Property SPE in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

Summerfield DST Interests

During the nine months ended September 30, 2021, the Company, through the Operating Partnership, entered into an agreement with Cantor Realty Fund III, LLC (“Cantor Realty Fund III”), an affiliate of CFI, to acquire 25% of the Summerfield DST interests in the Summerfield Property through CF Summerfield DST Holder, LLC (the “Summerfield DST Holder”). Subsequently and as of September 30, 2021, the Company purchased additional interests of $2,611,899 in the Summerfield DST Holder increasing the Company’s ownership interests to 100%. As of September 30, 2021, the remaining 75% of the Summerfield DST interests were held by third party investors through a syndicated offering. As of September 30, 2021, the Company has a controlling interest in the Summerfield DST and the Company has consolidated the Summerfield DST in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

In May 2021, the sponsor of the Summerfield DST initiated an offering to syndicate its interest to third party investors. As of September 30, 20201, the Summerfield DST has received proceeds of $34,956,369 from the syndication, $34,416,132 of which have been distributed in accordance with the preference defined in the operating agreement. The remaining syndication proceeds of $540,237 to be distributed has been recorded within distribution payable in the accompanying consolidated balance sheet.

Madison Ave Property SPE

During the nine months ended September 30, 2021, the Company, through the Operating Partnership, acquired, together with a subsidiary of CFI, the Madison Ave Property for a purchase price of $30,800,000, exclusive of closing costs. As of September 30, 2021, the Company’s interest in the Madison Ave Property SPE is 100%. As of September 30, 2021, the Company has consolidated the Madison Ave Property SPE in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

Valencia DST Interest

During the nine months ended September 30, 2021, the Company, through the Operating Partnership, entered into an agreement with an affiliate of CFI, CF Valencia Life Sciences Depositor, LLC (the “Valencia Depositor”), to acquire the Valencia DST. As of September 30, 2021, the Operating Partnership owns 9.91% of the interests in the Valencia DST and Valencia Depositor owns the remaining 90.09% of interests in the Valencia DST. As of September 30, 2021, the Valencia Depositor interests in the Valencia DST, were held by third party investors and also by affiliates of the Company. As of September 30, 2021, the Company has a controlling interest in the Valencia DST and the Company has consolidated the Valencia DST in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

Station DST Interests

During the year ended December 31, 2020, the Company, through the Operating Partnership, acquired the Station Interests in the Station DST, a Delaware statutory trust, which is controlled and managed by CFI, for a purchase price of $7,573,700. As of September 30, 2021, the Company’s interest in the Station DST was 15%. The Company accounts for its investment in the Station DST under the equity method of accounting, as described in “Note 6—Investment in Real Estate-Related Assets”.

Amended Operating Partnership Agreement

On August 10, 2020, the Company entered into the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amended Operating Partnership Agreement”), between the Company, as general partner, and the Special Unit Holder, in order to reflect: (i) that the operating partnership units have been redesignated and reclassified to correspond to the classes of the Company’s common stock, consisting of Class AX, Class D, Class I, Class IX, Class S, Class T and Class TX operating partnership units; (ii) the elimination of the incentive fee payable to the Special Unit Holder in connection with a liquidity event or certain other events; and (iii) that, so long as the Amended Advisory Agreement (as defined below) has not been terminated, the Special Unit Holder is entitled to the Performance Participation Allocation as defined and described above.     

Fees and Expenses

The Company and the Advisor entered into an amended and restated advisory agreement, dated as of June 29, 2018, as amended by amendment no. 1 (“Amendment No. 1”) to amended and restated advisory agreement, dated and effective as of September 28, 2019 (the “Advisory Agreement”). On June 26, 2019, the Company’s board of directors approved the renewal of the Advisory Agreement upon terms identical to those in effect for an additional one-year term commencing on June 29, 2019 through June 29, 2020. The purpose of Amendment No. 1 was to amend the monthly asset management fee from one-twelfth of 1.25% of the cost of the Company’s investments at the end of the month to one-twelfth of 1.20% of the Company’s most recently disclosed NAV. On August 10, 2020, the Company entered into the Second Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”) with the Advisor and the Operating Partnership. Under the Amended Advisory Agreement, acquisition and disposition fees, including specified property management and oversight fees and refinancing coordination fees, previously payable to the Advisor under the prior advisory agreement were eliminated, although the Advisor continues to be entitled to reimbursement for acquisition and disposition expenses. Under the Amended Advisory Agreement, the Advisor will continue to be paid a fixed asset management fee equal to 1.20% of NAV per annum payable monthly. Further, under the Amended Advisory Agreement, the 1% Cap for reimbursement will be calculated based on 1% of gross offering proceeds from all of the Company’s public offerings (including the Initial Offering) as of such payment date. On August 10, 2021, the Amended Advisory Agreement was renewed for an additional one-year term commencing on August 10, 2021, upon terms identical to those in effect, through August 10, 2022. Pursuant to the Amended Advisory Agreement, and subject to certain restrictions and limitations, the Advisor is responsible for managing the Company's affairs on a day-to-day basis and for identifying, originating, acquiring and managing investments on behalf of the Company. For providing such services, the Advisor receives the following fees and reimbursements from the Company.   

Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for O&O Costs it incurs on the Company’s behalf but only to the extent that the reimbursement does not cause the selling commissions, the dealer manager fee and the other O&O Costs borne by the Company to exceed 15% of gross offering proceeds of each Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Offerings and under the DRP, the Company estimates O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offerings. These O&O Costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offerings, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offerings, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials.

The Advisor has agreed to pay for all of the O&O Costs on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) through the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for such costs on a monthly basis, which continued through May 18, 2021; provided that the Company was not obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs paid to the Advisor to exceed the 1% Cap as of such reimbursement date.

As of September 30, 2021 and December 31, 2020, the Advisor had incurred $11,030,568 and $9,946,509, respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The amount of the Company’s obligation is limited to the 1% Cap less any reimbursement payments made by the Company to the Advisor for O&O Costs incurred, which, at September 30, 2021 and December 31, 2020, is $68,260 and $312,284, respectively, and is included within Due to related parties in the accompanying consolidated balance sheets. As of September 30, 2021 and December 31, 2020, organizational costs of $90,675 and $90,675, respectively, were expensed and offering costs of $2,052,233 and $1,551,287 were charged to stockholders’ equity. As of September 30, 2021 and December 31, 2020, the Company has made reimbursement payments of $2,074,648 and $1,329,678, respectively, to the Advisor for O&O Costs incurred. As of September 30, 2021, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Asset Management Fees. Asset management fees are due to the Advisor. Asset management fees payable to the Advisor prior to September 2019 consisted of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. Asset management fees payable to the Advisor as of September 2019 consist of monthly fees equal to one-twelfth of 1.20% of the Company’s most recently disclosed NAV.

For the nine months ended September 30, 2021, and September 30, 2020, the Company incurred asset management fees of $1,524,315 and $1,218,941, respectively, and for the three months ended September 30, 2021 and September 30, 2020, the Company incurred asset management fees of $558,483 and $425,505, respectively. The asset management fee related to the month of September 2021 of $197,776 was unpaid as of September 30, 2021 and has been included within Due to related parties on the consolidated balance sheet. The amount of asset management fees incurred by the Company during the applicable period is included in the calculation of the limitation of operating expenses pursuant to the 2%/25% Guidelines (as defined and described below).

Other Operating Expenses. Effective April 1, 2018, the Advisory Agreement (i) includes limitations with regards to the incurrence of and additional limitations on reimbursements of operating expenses and (ii) clarifies the reimbursement and expense timing and procedures, including potential reimbursement of unreimbursed operating expenses.

Pursuant to the terms of the Advisory Agreement (which subsequently were incorporated into the Amended Advisory Agreement as defined above), the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined in the Advisory Agreement) and (ii) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning on October 1, 2018, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior or future periods in excess of the limitation to be remitted back to the Company. The Company reimbursed $1,004,539 of the operating expense reimbursement obligation to the Advisor in January 2019. As of September 30, 2021, the Company has accrued but not reimbursed $204,253 in operating expenses

pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor.

The Advisory Agreement provides that, subject to other limitations on the incurrence and reimbursement of operating expenses contained in the Advisory Agreement, operating expenses which have been incurred and paid by the Advisor will not become an obligation of the Company unless the Advisor has invoiced the Company for reimbursement, which will occur in a quarterly statement and accrued for in the respective period. The Advisor will not invoice the Company for any reimbursement if the impact of such would result in the Company’s incurrence of an obligation in an amount that would result in the Company’s net asset value per share for any class of shares to be less than $25.00. The Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s net asset value per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s net asset value per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses.

In addition, the Advisory Agreement provides that all or a portion of the operating expenses, which have not been previously paid by the Company or invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or (iii) reimbursed to the Advisor in connection with a liquidity event or termination of the Advisory Agreement, provided that the Company has fully invested the proceeds from its initial public offering and the stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on their invested capital. Any reimbursement of operating expenses remains subject to the limitations described above and the limitations and the approval requirements relating to the 2%/25% Guidelines.

Reimbursable operating expenses include personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in the Advisory Agreement, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services. The Company is not obligated to reimburse the Advisor for costs of such employees of the Advisor or its affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or disposition fees or (B) serve as executive officers of the Company.

As of September 30, 2021, the total amount of unreimbursed operating expenses was $12,066,637. This includes operating expenses incurred by the Advisor on the Company’s behalf which have not been invoiced to the Company and also amounts invoiced to the Company by the Advisor but not yet reimbursed (“Unreimbursed Operating Expenses”). The amount of operating expenses incurred by the Advisor during the nine months ended September 30, 2021 and September 30, 2020 which were not invoiced to the Company amounted to $2,027,671 and $3,237,224, respectively.  

Property Management Fees. If the Company will engage the Advisor or an affiliate to serve as a property manager with respect to a particular property, the Company will generally pay market rate property management fees. For the nine months ended September 30, 2021 and September 30, 2020, the Company incurred property management fees of $397,364 and $109,074, respectively, and for the three months September 30, 2021 and September 30, 2020, the Company incurred property management fees of $181,729 and $36,386, respectively. The property management fees incurred during the month of September 30, 2021 of $57,924 was unpaid as of September 30, 2021 and have been included within Due to related parties on the consolidated balance sheet.

Leasing Commissions. If the Advisor or an affiliate is the Company’s primary leasing agent, then the Company will pay customary leasing fees in amount that is usual and customary in that geographic area for that type of property. As of September 30, 2021 and December 31, 2020, no such amounts have been incurred by the Company.

Selling Commissions, Dealer Manager Fees and Distribution Fees

The Dealer Manager is a registered broker-dealer affiliated with CFI. The Company entered into the Dealer Manager Agreements with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class AX, Class TX, Class IX, Class T, Class S, Class D and Class I Shares distributed in the Offerings. CFI has paid a portion of the selling commissions and all of the dealer manager fees as Sponsor Support, up to a total of 4% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, as well as 1.5% of Class IX Shares, incurred in connection with the Initial Offering. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Amended Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on such invested capital.

As of September 30, 2021, the likelihood, probability and timing of each of the possible occurrences or events listed in the preceding sentences (i) and (ii) in the above paragraph are individually and collectively uncertain. Additionally, whether or not the Company will have fully invested the proceeds from Initial Offering and also whether the Company’s stockholders will have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compound annual pre-tax return on such invested capital at the time of any such occurrence or event is also uncertain. As of September 30, 2021 and December 31, 2020, CFI has paid Sponsor Support totaling $5,374,526 and $5,374,526, respectively, which will be subject to reimbursement by the Company to CFI in the event of these highly conditional circumstances.   

The following summarizes the fees payable to the Dealer Manager:

Distribution Fees. Under the Dealer Manager Agreements, distribution fees are payable to the Dealer Manager with respect to the Company’s Class TX Shares, Class T Shares, Class S Shares and Class D Shares, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. Under the IPO Dealer Manager Agreement, the distribution fees for Class TX Shares accrue daily and are calculated on outstanding Class TX Shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class TX Share in the Primary Offering, or (ii) if the Company is no longer offering Class TX Shares in a public offering, the most recently published per share NAV of Class TX Shares. Under the Follow-On Dealer Manager Agreement, the Company has agreed to pay the Dealer Manager (a) with respect to the Class T Shares and Class S Shares, a distribution fee in an annual amount equal to 0.85% of the aggregate NAV of the outstanding Class T Shares and Class S Shares, as applicable, and (b) with respect to the Class D Shares, a distribution fee in an annual amount equal to 0.25% of the aggregate NAV of the outstanding Class D Shares. The distribution fees are payable monthly in arrears and are paid on a continuous basis from year to year. During the nine months ended September 30, 2021 and September 30, 2020, the Company paid distribution fees of $258,191 and $226,380, respectively. As of September 30, 2021 and December 31, 2020, the Company has incurred a liability of $471,278 and $734,830, respectively, which is included within Due to related parties on the consolidated balance sheets, $31,562 and $30,200, respectively, of which was due as of September 30, 2021 and December 31, 2020 and paid during October 2021 and January 2021, respectively.

 

Selling Commissions. Selling commissions payable to the Dealer Manager in the Initial Offering consisted of (i) up to 1% of gross offering proceeds paid by CFI for Class AX Shares and Class TX Shares and, (ii) up to 5% and 2% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, respectively. No selling commissions were payable with respect to Class IX Shares. Selling commissions in the Follow-On Offering consist of 3% and 3.5% of gross offering proceeds from the sale of Class T Shares and Class S Shares, respectively. All or a portion of such selling commissions may be re-allowed to participating broker-dealers. No selling commissions will be payable with respect to Class D Shares and Class I Shares. For the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company incurred $224,779 and $646,770 of selling commissions, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. At September 30, 2021 and December 31, 2020, $1,182,925 and $1,182,925 of Sponsor Support, respectively, has been recorded and $1,182,925 and $1,182,925, respectively, has been reimbursed by CFI. No Sponsor Support payment was due at September 30, 2021, as Sponsor Support ended with the termination of the Primary Offering.   

Dealer Manager Fees. Dealer manager fees payable to the Dealer Manager in the Initial Offering consisted of up to 3.0% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares sold in the Primary Offering and up to 1.5% of gross offering proceeds from the sale of Class IX Shares sold in the Primary Offering, all of which were paid by CFI. A portion of such dealer manager fees may be re-allowed to participating broker-dealers as a marketing fee. Dealer Manager fees payable to the Dealer Manager in the Follow-On Offering consist of up to 0.5% of gross offering proceeds from the sale of Class T Shares sold in the primary portion of the Follow-On Offering. No dealer manager fees will be payable with respect to Class S Shares, Class D Shares and Class I Shares. For the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company recorded $40,720 and $530,894 of dealer manager fees, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. As of September 30, 2021 and December 31, 2020, all of the Sponsor Support related to dealer manager fees has been recorded and $4,191,601 and $4,191,601, respectively, has been reimbursed by CFI. No Sponsor Support payment was due at September 30, 2021, as Sponsor Support ended with the termination of the Primary Offering.  

The following table summarizes the above mentioned fees and expenses incurred by the Company and amounts of investment funding due for the nine months ended September 30, 2021:

 

 

 

 

Due to

related

parties as of

 

 

Nine months ended

September 30, 2021

 

 

Due to

related

parties as of

 

Type of Fee or Reimbursement

 

Financial Statement

Location

 

December 31,

2020

 

 

Incurred

 

 

Paid

 

 

September 30, 2021

 

Management Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management fees

 

Management fees

 

$

150,028

 

 

$

1,524,315

 

 

$

1,476,567

 

 

$

197,776

 

Property management and oversight fees

 

Management fees

 

 

37,055

 

 

 

397,364

 

 

 

376,495

 

 

 

57,924

 

Organization, Offering and Operating Expense

   Reimbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses(1)

 

General and administrative expenses

 

 

204,253

 

 

 

 

 

 

 

 

 

204,253

 

Organization expenses(2)

 

General and administrative expenses

 

 

17,879

 

 

 

 

 

 

17,879

 

 

 

 

Admin Fees(2)

 

General and administrative expenses

 

 

 

 

 

12,600

 

 

 

 

 

 

12,600

 

Offering costs(2)

 

Additional paid-in capital

 

 

294,405

 

 

 

500,896

 

 

 

727,041

 

 

 

68,260

 

Commissions and Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling commissions and dealer manager fees, net

 

Additional paid-in capital

 

 

 

 

 

265,498

 

 

 

265,498

 

 

 

 

Distribution fees

 

Additional paid-in capital

 

 

734,830

 

 

 

(5,361

)

 

 

258,191

 

 

 

471,278

 

Investment Funding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution due (3)

 

Additional paid-in capital

 

 

 

 

 

 

 

 

 

 

 

84,000

 

Demand Note(4)

 

Prepaid expenses and other assets

 

 

 

 

 

 

 

 

 

 

 

720,000

 

Total

 

 

 

$

1,438,450

 

 

$

2,695,312

 

 

$

3,121,671

 

 

$

1,816,091

 

Note:

(1) As of September 30, 2021, the Advisor has incurred, on behalf of the Company, a total of $12,066,637 in Unreimbursed Operating Expenses, including a total of $2,027,671 for the nine months ended September 30, 2021 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement.

(2) As of September 30, 2021, the Advisor has incurred, on behalf of the Company, a total of $11,030,568 of O&O Costs, of which the Company’s obligation is limited to $68,260, pursuant to the 1% Cap.

(3) Reflects distribution amount owed by the Company to the CF Keller Holdings LLC.

(4) On March 26, 2021, the Company entered into an agreement with the Summerfield MT JV to pay a non-negotiable promissory demand note (the “Demand Note”) for a principal amount of $720,000 to the Summerfield MT JV. The Demand Note bears no interest and it is due 5 business days from when the request for payment is made.

The following table summarizes the above mentioned fees and expenses incurred by the Company for the year ended December 31, 2020:

 

 

 

 

Due to

related

parties as of

 

 

Year ended December 31, 2020

 

 

Due to

related

parties as of

 

Type of Fee or Reimbursement

 

Financial Statement Location

 

December 31, 2019

 

 

Incurred

 

 

Paid

 

 

December 31, 2020

 

Management Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management fees

 

Management fees

 

$

123,179

 

 

$

1,663,624

 

 

$

1,636,775

 

 

$

150,028

 

Property management and oversight fees

 

Management fees

 

 

20,269

 

 

 

145,547

 

 

 

128,761

 

 

 

37,055

 

Organization, Offering and Operating Expense Reimbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses(1)

 

General and administrative expenses

 

 

204,253

 

 

 

 

 

 

 

 

 

204,253

 

Organization expenses(2)

 

General and administrative expenses

 

 

71,162

 

 

 

444

 

 

 

53,727

 

 

 

17,879

 

Offering costs(2)

 

Additional paid-in capital

 

 

718,499

 

 

 

264,083

 

 

 

688,177

 

 

 

294,405

 

Commissions and Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling commissions and dealer manager fees, net

 

Additional paid-in capital

 

 

 

 

 

528,442

 

 

 

528,442

 

 

 

 

Distribution fees

 

Additional paid-in capital

 

 

919,819

 

 

 

117,042

 

 

 

302,031

 

 

 

734,830

 

Total

 

 

 

$

2,057,181

 

 

$

2,719,182

 

 

$

3,337,913

 

 

$

1,438,450

 

Note:

(1) As of December 31, 2020, the Advisor has incurred, on behalf of the Company, a total of $10,038,966 in Unreimbursed Operating Expenses, including a total of $2,594,741 for the year ended December 31, 2020 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement.

(2) As of December 31, 2020, the Advisor has incurred, on behalf of the Company, a total of $9,946,509 of O&O Costs, of which the Company’s obligation is limited to $312,284, pursuant to the 1% Cap.

Investment by CFI

CFI initially invested $200,001 in the Company through the purchase of 8,180 Class AX Shares at $24.45 per share. CFI may not sell any of these shares during the period it serves as the Company’s sponsor. Neither the Advisor nor CFI currently has any options or warrants to acquire any of the Company’s shares.

As of September 30, 2021, CFI has invested $4,782,281 in the Company through the purchase of 191,337 shares (8,180 Class AX Shares for an aggregate purchase price of $200,001 and 183,157 Class IX Shares for an aggregate purchase price of $4,582,280). CFI purchased 125,157 of the Class IX Shares in the amount of $3,132,280 pursuant to the Distribution Support Agreement, which provides that in certain circumstances where the Company’s cash distributions exceed the Company’s modified funds from operations, CFI will purchase up to $5.0 million of Class IX Shares (including the $2.0 million of shares purchased in order to satisfy the Minimum Offering Requirement) at the then current offering price per Class IX Share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders. On August 10, 2020, the Company and CFI entered into the Amended Distribution Support Agreement to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the Distribution Support Agreement in the Initial Offering).

Sponsor Support

The Company’s sponsor, CFI, is a Delaware limited liability company and an affiliate of CFLP. CFI has paid a portion of selling commissions and all of the dealer manager fees, up to a total of 4% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, as well as 1.5% of gross offering proceeds from the sale of Class IX Shares, incurred in connection with the Initial Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Amended Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on such invested capital. As of September 30, 2021, CFI has paid Sponsor Support totaling $5,374,526.