Related Party Arrangements | 11. 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 connection with services provided to the Company, affiliates are entitled to the following fees: Dealer Manager — Through the termination of the Offering in October 2018, 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 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. 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 net asset value (“NAV”) per share of $10.06 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. 1 1 . Related Party Arrangements (continued) 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. Advisor — Pursuant to the Company’s advisory agreement, dated as of March 2, 2016, the Company paid the Advisor AUM Fees in an amount equal to 0.80% per annum of average invested assets. In March 2019, the Company’s advisory agreement was amended and restated to eliminate acquisition fees and dispositions fees as well as to reduce the AUM Fees to 0.40% per annum of average invested assets. The reduced AUM Fees were further subject and subordinate to an agreed upon hurdle relating to the total operating expenses (as described in the amended and restated advisory agreement) of the Company, though to the extent any portion of the AUM Fees are not paid as a result of total operating expenses exceeding the prescribed limits, it may be recovered by the Advisor if certain Company performance thresholds are subsequently met. The Company’s board of directors approved renewing the amended and restated advisory agreement through March 2020. Effective as of April 1, 2019, the Advisor waived its rights to any AUM Fees going forward, with such waiver to remain in effect through the Company’s dissolution and liquidation. 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 four consecutive fiscal quarters (“Expense Year”) unless approved by the independent directors. For the Expense Year ended September 30, 2019, the Company’s total operating expenses were in excess of this limitation by approximately $35,000. As of September 30, 2019, the Company had received cumulative approvals from its independent directors for total operating expenses in excess of this limitation of approximately $0.9 million. The Company’s independent directors determined that the higher relationship of operating expenses to average invested assets for the Expense Year ended September 30, 2019, was justified given the cost of operating a public company and the MOB Sale undertaken in the second quarter of 2019 in connection with the exploration of strategic alternatives, which further reduced the Company’s already limited number of investments. For the nine months ended September 30, 2019, the Company paid cash distributions of approximately $38,000 to the Advisor related to the Class A common stock held by the Advisor. The Company Pursuant to an expense support arrangement, the Advisor agreed to accept payment in restricted stock in lieu of cash for services rendered, in the event that the Company did not achieve established distribution coverage targets (“Expense Support Agreement”). In exchange for services rendered and in consideration of the expense support provided under this arrangement, the Company issued, 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 advisory agreement), excluding for the purposes of calculating this threshold any shares of restricted stock owned by the Advisor. In March 2019, the Company’s board of directors and the Advisor agreed to terminate the Expense Support Agreement effective April 1, 2019. Any restricted stock shares granted to the Advisor under the Expense 11. Related Party Arrangements (continued) Support Agreement shall continue to be held by the Advisor, subject to the vesting and forfeiture provisions of the Expense Support Agreement which survive termination. The following fees for services rendered were settled in the form of restricted stock pursuant to the Expense Support Agreement for the quarter and nine months ended September 30, 2019 and 2018 and cumulatively through the termination date effective April 1, 2019: Quarter Ended Nine Months Ended Cumulative September 30, September 30, Fees 2019 2018 2019 2018 Settled Fees for services rendered: Asset management fees $ ― $ 87,488 $ 99,417 $ 229,088 $ 578,171 Advisor personnel expenses (1) ― 112,784 127,950 362,555 1,058,676 Total fees for services rendered $ ― $ 200,272 $ 227,367 $ 591,643 $ 1,636,847 Then-current NAV $ 9.92 $ 10.06 $ 9.92 $ 10.06 $ 9.92 Restricted stock shares (2) ― 19,908 22,920 58,811 164,210 Cash distributions on restricted stock (3) $ ― $ 8,113 $ 8,113 $ 16,226 $ 16,226 Stock dividends on restricted stock (4) ― 170 ― 340 340 FOOTNOTES : (1) Amounts consisted 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 issued to the Advisor pursuant to the Expense Support Agreement through its termination effective April 1, 2019. No fair value was assigned to the restricted stock shares as the shares do not vest until a liquidity event is consummated and certain market conditions are achieved. 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 were recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. (4) The par value of the stock dividends was recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. The fees payable through the termination of the Offering in October 2018 to the Dealer Manager for the quarter and nine months ended September 30, 2019 and 2018, and related amounts unpaid as of September 30, 2019 and December 31, 2018 were as follows: Quarter Ended Nine Months Ended Unpaid amounts as of (1) September 30, September 30, September 30, December 31, 2019 2018 2019 2018 2019 2018 Selling commissions (2) $ — $ 121,413 $ — $ 343,087 $ — $ — Dealer manager fees (2) — 153,073 — 429,356 — — Distribution and stockholder servicing fees (2) — 307,630 — 822,477 — — $ — $ 582,116 $ — $ 1,594,920 $ — $ — 1 1 . Related Party Arrangements (continued) The expenses incurred by and reimbursable to the Company’s related parties, including amounts included in income from discontinued operations, for the quarter and nine months ended September 30, 2019 and 2018, and related amounts unpaid as of September 30, 2019 and December 31, 2018 are as follows: Quarter Ended Nine Months Ended Unpaid amounts as of (1) September 30, September 30, September 30, December 31, 2019 2018 2019 2018 2019 2018 Reimbursable expenses: Operating expenses (3) $ 170,893 $ 227,393 $ 580,462 $ 754,188 $ 78,079 $ 85,902 Acquisition fees and expenses ― 8,680 ― 10,183 ― — 170,893 236,073 580,462 764,371 78,079 85,902 Asset management fees (4) 45,650 87,488 196,136 229,088 ― — Investment services fee (5) ― 545,625 ― 545,625 ― — $ 216,543 $ 869,186 $ 776,598 $ 1,539,084 $ 78,079 $ 85,902 FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. ( 2 ) (3) ( 4 ) (5) In connection with adopting the Liquidation Basis of Accounting, the Company accrues costs it expects to incur through the end of the liquidation. As of September 30, 2019, the Company has accrued Advisor personnel expenses of approximately $0.1 million and included in its liability for estimated costs in excess of estimated receipts. |