RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS 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 initial public offering, and any related amounts payable: For the Three Months Ended Receivable (Payable) as of March 31, December 31, (in thousands) 2020 2019 Expensed: Asset management fees (1) $ 2,170 $ 6,019 $ (76 ) $ (3 ) Asset management fees related to dispositions (2) 24,750 — — — Other expense reimbursements (3) 1,998 1,529 (155 ) — Total $ 28,918 $ 7,548 $ (231 ) $ (3 ) Capitalized: Development acquisition fees (4) $ — $ 661 $ — $ 11 Total $ — $ 661 $ — $ 11 Additional Paid-In Capital: Offering costs $ — $ 135 $ — $ — Distribution fees—current (5) 7,599 2,033 — — Distribution fees—trailing (5) — — — (10,188 ) Special units distribution (6) 57,943 — — — Total $ 65,542 $ 2,168 $ — $ (10,188 ) (1) Includes asset management fees other than asset management fees related to dispositions. (2) The asset management fee that relates to the disposition fee associated with the Asset Sale is netted against the respective gain in discontinued operations on the condensed consolidated statements of operations. (3) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the amended and restated advisory agreement, dated June 12, 2019, by and among the Company, the Operating Partnership, and the Advisor, and are included in general and administrative expenses on the Company’s condensed consolidated statements of operations. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to activities for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its condensed consolidated statements of operations. In connection with the Asset Sale, the board approved the full vesting of all non-vested share-based compensation amounts. The Company reimbursed the Advisor approximately $1.8 million and $1.4 million for the three months ended March 31, 2020 and 2019 , respectively, related to these compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment. (4) Development acquisition fees were included in the total development project costs of the respective properties and were capitalized in construction in progress, which was 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 joint venture partnerships, which is included in investment in unconsolidated joint venture partnerships on the Company’s condensed consolidated balance sheets. (5) The distribution fees accrued daily and were payable monthly in arrears. The monthly amount of distribution fees payable were included in distributions payable on the condensed consolidated balance sheets. Additionally, the Company accrued for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which were included in distribution fees payable to affiliates on the condensed consolidated balance sheets. All or a portion of the distribution fees were reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers or broker dealers servicing accounts of investors who own Class T shares. Following the closing of the Asset Sale, the Company paid to the Dealer Manager, at a discounted rate, certain of the distribution fees that would have been paid to the Dealer Manager and reallowed by the Dealer Manager to broker dealers if the Class T shares had remained outstanding. (6) As described in “ Note 2 ”, in connection with the Asset Sale, the Operating Partnership distributed $57.9 million of the Merger Consideration to the Advisor, as the sole holder of special partnership units in the Operating Partnership. Joint Venture Partnerships For the three months ended March 31, 2020 , the joint venture partnerships (as described in “ Note 4 ”) incurred in aggregate approximately $3.4 million in acquisition and asset management fees, which were paid to the Advisor and its wholly-owned subsidiary pursuant to the respective service agreements, as compared to $2.0 million for the three months ended March 31, 2019 . As of March 31, 2020 and December 31, 2019, the Company had amounts due to the joint venture partnerships in aggregate of approximately $650 and $10,150 , respectively, which were recorded in due to affiliates on the condensed consolidated balance sheets. Reorganization in connection with the Asset Sale On February 3, 2020, the Company entered into the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Third A&R Partnership Agreement”), between the Company, in the Company’s capacity as general partner and limited partner of the Operating Partnership, and the Advisor, in its capacity as special limited partner of the Operating Partnership. The Third A&R Partnership Agreement amended and restated the Operating Partnership’s limited partnership agreement to provide for the issuance of a preferred equity capital interest to the Advisor in connection with certain restructuring transactions entered into between the Company and Industrial Property Advisors Group LLC (the “Sponsor”) and to revise the priority of distributions by the Operating Partnership to reflect the terms of such preferred equity capital interest, as described in additional detail below, as well as to reflect certain changes to the tax law. The Third A&R Partnership Agreement also incorporates previously adopted amendments to the Operating Partnership’s Second Amended and Restated Limited Partnership Agreement pursuant to (i) that certain Side Agreement Concerning Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of August 20, 2019, by and between the Company and the Sponsor, as described in a Current Report on Form 8-K filed with the SEC on August 23, 2019, and (ii) that certain Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of October 7, 2019, by and among the Company, the Operating Partnership and the Sponsor, as described in a Current Report on Form 8-K filed with the SEC on October 8, 2019, in each case, other than those changes that are no longer applicable as a result of the closing of the Asset Sale. As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 8, 2019, in connection with the Asset Sale, on October 7, 2019, the Company, the Operating Partnership, the Sponsor, Industrial Property Advisors LLC, the Company’s prior external advisor (the “Prior Advisor”), and Academy Partners Ltd. Liability Company, an affiliate of the Sponsor (“Academy Partners”), entered into a Master Reorganization and Transaction Agreement (the “Master Reorganization Agreement”) to restructure the Sponsor’s interests in the Company. In accordance with the Master Reorganization Agreement, prior to the closing of the Asset Sale, the Sponsor accepted an assignment of all rights to the trademark and all related rights and goodwill, world-wide, to the mark “Industrial Property Trust” (collectively, the “IPT Intellectual Property”) from the current holder thereof, an affiliate of the Sponsor, and an assignment from the Prior Advisor of all of its rights under the Advisory Agreement, and the Sponsor assumed the obligations of the Prior Advisor under the Advisory Agreement. Following such assignment and assumption and prior to the closing of the Asset Sale, the Sponsor capitalized the Advisor by contributing to it (i) the IPT Intellectual Property, (ii) the Advisory Agreement, and (iii) the Sponsor’s special partnership units in the Operating Partnership. As a result of such contributions, the Advisor became the Company’s new external advisor and the new special limited partner in the Operating Partnership. As contemplated by the Master Reorganization Agreement, on February 3, 2020, the Advisor made an in-kind contribution to the Operating Partnership in the form of an assignment of the IPT Intellectual Property, which IPT Intellectual Property the Company previously licensed from an affiliate of the Sponsor under a terminable non-exclusive license. In exchange for such in-kind contribution of the IPT Intellectual Property, pursuant to the Third A&R Partnership Agreement, the Operating Partnership issued to the Advisor a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership (the “Preference”). The amount of the Preference was determined by reference to the appraised fair market value of the IPT Intellectual Property. The Third A&R Partnership Agreement also amended the Operating Partnership’s limited partnership agreement to provide that distributions by the Operating Partnership made from proceeds received by the Operating Partnership from dispositions of the interests in the BTC Partnerships and any other assets the Company owns in the future will be made, after any distribution necessary to maintain its REIT status, (i) first, 100% to pay the Preference, and (ii) then, 65% to the Company, and 35% to the Advisor. |