Related Party Arrangements | 9. Related Party Arrangements The Company is externally advised and has no direct employees. All of the Company’s executive officers are executive officers, or on the board, of managers of the Advisor. In addition, certain directors and officers hold similar positions with CNL Securities Corp., the Dealer Manager of the Offering and a wholly owned subsidiary of CNL. In connection with services provided to the Company, affiliates are entitled to the following fees: Dealer Manager — From the commencement of the Offering through March 19, 2017, the Dealer Manager received a selling commission of up to 7% of the sale price for each Class A share and 2% of the sale price for each Class T share sold in the Primary Offering, all or a portion of which was reallowed to participating broker dealers. In addition, the Dealer Manager received a dealer manager fee in an amount equal to 2.75% of the price of each Class A share or Class T share sold in the Primary Offering, all or a portion of which was reallowed to participating broker dealers. In March 2017, the Company entered into an amended and restated dealer manager agreement pursuant to which the Dealer Manager received a combined selling commission and dealer manager fee of up to 8.5% of the sale price for each Class A share and up to 4.75% of the sale price for each Class T share sold in the 9. Related Party Arrangements (continued) Primary Offering, all or a portion of which could be reallowed to participating broker dealers. In addition for Class T shares sold in the Primary Offering, the Dealer Manager could choose the respective amounts of the commission and dealer manager fee, provided that the selling commission did not exceed 3.0% of the gross proceeds from the completed sale of such Class T shares. The Company paid a distribution and stockholder servicing fee, subject to certain underwriting compensation limits, with respect to the Class T and Class I shares sold in the Primary Offering in an annual amount equal to 1% and 0.50%, respectively, of the then-current gross offering price per Class T or Class I share. The Company recorded the annual distribution and stockholder servicing fees as a reduction to capital in excess of par value and measured the related liability in an amount equal to the maximum fees owed in relation to the Class T and Class I shares on the shares’ issuance date. The liability was relieved over time, as the fees were paid to the Dealer Manager, or adjusted if the fees were no longer owed on any Class T or Class I share that was redeemed or repurchased, as well as upon the earliest occurrence of: (i) a listing on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) after the termination of the Primary Offering in which the initial shares in the account were sold, the end of the month in which total underwriting compensation paid in the Primary Offering is not less than 10% of the gross proceeds from all share classes of the Primary Offering; (iv) the end of the month in which the total underwriting compensation paid in a Primary Offering with respect to shares purchased in a Primary Offering is not less than 8.5% of the gross offering price of those shares purchased in such Primary Offering (excluding shares purchased through the Reinvestment Plan and those received as stock dividends); or (v) any other conditions described in the Company’s prospectus. In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were met and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. The Class T and Class I shares converted into Class A shares on a one-for-one basis because the then-current estimated NAV per share of $10.06, which was approved by the Company’s board of directors as of December 31, 2017, was the same for all share classes. Effective October 31, 2018, Class T and Class I shares were no longer subject to class specific expenses upon conversion into Class A shares. The Company’s obligation to pay the remaining distribution and stockholder servicing fees liability of approximately $1.4 million to the Dealer Manager ceased effective October 31, 2018 upon the conversion of the Class T and Class I shares into Class A Shares. CNL Capital Markets, LLC — The Company will pay CNL Capital Markets, LLC, an affiliate of CNL, an annual fee payable monthly based on the average number of total investor accounts that are open during the term of the capital markets service agreement pursuant to which certain administrative services are provided to the Company. These services may include, but are not limited to, the facilitation and coordination of the transfer agent’s activities, client services and administrative call center activities, financial advisor administrative correspondence services, material distribution services and various reporting and troubleshooting activities. For the years ended December 31, 2018, 2017 and 2016, the Company incurred approximately $0.1 million, $22,000, and $20 in such fees, respectively. These amounts are included in general and administrative expenses in the accompanying consolidated statements of operations. Advisor — The Company will pay the Advisor a monthly asset management fee in an amount equal to 0.0667% of the monthly average of the sum of the Company’s and the Operating Partnership’s respective daily real estate asset value, without duplication, plus the outstanding principal amount of any loans made, plus the amount invested in other permitted investments. For this purpose, “real estate asset value” equals the amount invested in wholly-owned properties, determined on the basis of cost, and in the case of properties owned by any joint venture or partnership in which the Company is a co-venturer or partner the portion of the cost of such properties paid by the Company, exclusive of acquisition fees and acquisition expenses and will not be reduced for any recognized impairment. Any recognized impairment loss will not reduce the real estate asset value for the purposes of calculating the asset management fee. The asset management fee, which will not exceed fees which are competitive for similar services in the same geographic area, may or may not be taken, in whole or in part as to any year, in the Advisor’s sole discretion. All or any portion of the asset management fee not taken as to any fiscal year shall be deferred without interest and may be taken in such other fiscal year as the Advisor shall determine. 9. Related Party Arrangements (continued) The Advisor received an investment services fee of 2.25% of the purchase price of properties for services in connection with the selection, evaluation, structure and purchase of assets. Refer to Note 14. “Subsequent Events” for additional information related to an amended and restated advisory agreement that reduced the monthly asset management fee and eliminated other fees previously charged by the Advisor. The Advisor, its affiliates and related parties also are entitled to reimbursement of certain operating expenses in connection with their provision of services to the Company, including personnel costs, subject to the limitation that the Company will not reimburse the Advisor for any amount by which operating expenses exceed the greater of 2% of its average invested assets or 25% of its net income in any Expense Year unless approved by the independent directors. The Company commenced its Primary Offering in March 2016 and made its first investment in March 2017. For the Expense Year ended December 31, 2018, the Company’s total operating expenses were in excess of this limitation by approximately $0.2 million. For the year ended December 31, 2016, approximately $84,000 of personnel expenses of affiliates of the Advisor were waived and these 2016 expenses will not be reimbursed by the Company in future periods. The Advisor will pay all other organizational and offering expenses incurred in connection with the formation of the Company, without reimbursement by the Company. These expenses include, but are not limited to, SEC registration fees, FINRA filing fees, printing and mailing expenses, blue sky fees and expenses, legal fees and expenses, accounting fees and expenses, advertising and sales literature, transfer agent fees, due diligence expenses, personnel costs associated with processing investor subscriptions, escrow fees and other administrative expenses of the Offering. For the years ended December 31, 2018, 2017 and 2016, the Company paid cash distributions of approximately $0.2 million, $0.1 million and $47,000, respectively, and issued stock dividends through October 2018 of approximately 2,400 shares, 4,100 shares and 2,400 shares, respectively, to the Advisor. Pursuant to an expense support arrangement, the Advisor has agreed to accept payment in restricted stock in lieu of cash for services rendered, in the event that the Company does not achieve established distribution coverage targets. Under the terms of the Expense Support Agreement, for each quarter within a calendar expense support year, the Company will record a proportional estimate of the cumulative year-to-date period based on an estimate of the annual expense support expected for the calendar expense support year. In exchange for services rendered and in consideration of the expense support provided under this arrangement, the Company shall issue, following each determination date, a number of shares of restricted stock equal to the quotient of the expense support amount provided by the Advisor for the preceding year divided by the board of directors’ most recent determination of NAV per share of the Class A common shares, on the terms and conditions and subject to the restrictions set forth in the Expense Support Agreement. The Restricted Stock is subordinated and forfeited to the extent that shareholders do not receive a Priority Return on their Invested Capital (as such terms are defined in the Company’s prospectus), excluding for the purposes of calculating this threshold any shares of Restricted Stock owned by the Advisor. The Advisor has the right to terminate the Expense Support Agreement upon 30 days’ prior written notice. In March 2019, the Company’s board of directors and the Advisor agreed to terminate the Expense Support Agreement effective April 1, 2019; refer to Note 14. “Subsequent Events” for additional information. 9. Related Party Arrangements (continued) The following fees for services rendered have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement for the years ended December 31, 2018, 2017 and 2016 and cumulatively as of December 31, 2018: As of Years Ended December 31, December 31, 2018 2017 2016 2018 Fees for services rendered: Asset management fees $ 348,388 $ 130,366 $ — $ 478,754 Advisor personnel expenses (1) 494,323 436,403 — 930,726 Total fees for services rendered $ 842,711 $ 566,769 $ — $ 1,409,480 Then-current NAV $ 9.92 $ 10.06 $ — $ 9.92 Restricted Stock shares (2) 84,951 56,339 $ — 141,290 Cash distributions on restricted stock (3) $ 24,339 $ — $ — $ 24,339 Stock dividends on restricted stock (4) 340 — — 340 FOOTNOTES: (1) Amounts consist of personnel and related overhead costs of the Advisor or its affiliates (which, in general, are those expenses relating to the Company’s administration on an on-going basis) that are reimbursable by the Company. (2) Represents Restricted Stock shares that have been or are expected to be issued to the Advisor as of December 31, 2018 pursuant to the Expense Support Agreement. No fair value was assigned to the Restricted Stock shares as the shares are expected to be valued at zero upon issuance, which represents the lowest possible value estimated at vesting. In addition, the Restricted Stock shares will be treated as unissued for financial reporting purposes until the vesting criteria are met. (3) The cash distributions on Restricted Stock shares issued for services rendered through December 31, 2017 have been recognized as compensation expense as declared and included in general and administrative expense in the accompanying consolidated statements of operations. (4) The par value of stock dividends have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying consolidated statements of operations. The fees payable through the termination of the Offering in October 2018 to the Dealer Manager for the years ended December 31, 2018, 2017 and 2016, and related amounts unpaid as of years ended December 31, 2018 and 2017 are as follows: Years Ended Unpaid amounts as of (1) December 31, December 31, 2018 2017 2016 2018 2017 Selling commissions (2) $ 343,087 $ 666,532 $ 97,022 $ — $ 10,000 Dealer Manager fees (2) 429,356 619,123 99,883 — 18,150 Distribution and stockholder servicing fees (2) (3) (539,827 ) 757,609 157,225 — 798,524 $ 232,616 $ 2,043,264 $ 354,130 $ — $ 826,674 9. Related Party Arrangements (continued) The expenses incurred by and reimbursable to the Company’s related parties for the years ended December 31, 2018, 2017 and 2016, and related amounts unpaid as of years ended December 31, 2018 and 2017 are as follows: Years Ended Unpaid amounts as of (1) December 31, December 31, 2018 2017 2016 2018 2017 Reimbursable expenses: Operating expenses (4 ) $ 1,019,174 $ 983,493 $ 206,868 $ 85,902 $ 197,235 Acquisition fees and expenses (5 ) 10,183 29,922 — — — 1,029,357 1,013,415 206,868 85,902 197,235 Investment service fees (6 ) 545,625 796,500 — — — Asset management fees (7 ) 348,388 130,366 — — — $ 1,923,370 $ 1,940,281 $ 206,868 $ 85,902 $ 197,235 FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying consolidated balance sheets. (2) Amounts are recorded as stock issuance and offering costs in the accompanying consolidated statements of stockholders’ equity. (3 ) For the year ended December 31, 2018, the Company incurred approximately $0.8 million in distribution and stockholder servicing fees. The Company’s obligation to pay these fees ceased effective October 31, 2018 upon the conversion of the Class T and Class I shares into Class A Shares. As such, the Company reversed the then-remaining distribution and stockholder servicing fees liability of approximately $1.4 million to the Dealer Manager, which resulted in a net reduction in stock issuance and offering costs of approximately $0.5 million for the year ended December 31, 2018. ( 4 ) Amounts are recorded as general and administrative expenses in the accompanying consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying consolidated balance sheets. Amounts include approximately $0.5 million, $0.4 million, and $0.1 million of personnel expenses of affiliates of the Advisor for the years ended December 31, 2018, 2017 and 2016, respectively. These Advisor personnel expenses have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement. ( 5 ) Amounts are capitalized as a component of the cost of the assets acquired and allocated on a relative fair value basis. ( 6 ) For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.5 million and $0.8 million, respectively, in investment services fees all of which were capitalized and included in real estate investment properties, net in the accompanying consolidated balance sheets. There were no such fees incurred for the year ended December 31, 2016. ( 7 ) For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.3 million and $0.1 million, respectively, in asset management fees, all of which are expected to be or were settled in accordance with the terms of the Expense Support Agreement. There were no such fees incurred for the year ended December 31, 2016. |