XML 82 R49.htm IDEA: XBRL DOCUMENT v3.8.0.1
Related Party Transactions and Arrangements (Tables)
12 Months Ended
Dec. 31, 2017
Offering Related Revenue [Member]  
Related Party Transaction [Line Items]  
Schedule of Related Party Transactions
The following table shows the offering fee summary information for the Cole REITs conducting offerings as of December 31, 2017:
 
 
Selling Commissions (1)
 
Dealer Manager Fees (2)
 
Annual Distribution and Stockholder Servicing Fee (2)
 
Open Programs (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CCPT V (5)
 
 
 
 
 
 
 
Class A Shares
 
7%
 
2%
 
—%
 
Class T Shares (6)
 
3%
 
2%
 
1%
(7)(8) 
 
 
 
 
 
 
 
 
INAV
 
 
 
 
 
 
 
Wrap Class Shares
 
—%
 
0.55%
(8) 
—%
 
Advisor Class Shares
 
up to 3.75%
 
0.55%
(8) 
0.5%
(8) 
Institutional Class Shares
 
—%
 
0.25%
(8) 
—%
 
 
 
 
 
 
 
 
 
CCIT III (5)
 
 
 
 
 
 
 
Class A Shares
 
7%
 
2%
 
—%
 
Class T Shares
 
3%
 
2%
 
1%
(8) 
_______________________________________________
(1)
The Company reallowed 100% of selling commissions to participating broker-dealers during the years ended December 31, 2017, 2016 and 2015.
(2)
The Company could reallow all or a portion of its dealer manager fee and/or distribution and stockholder servicing fee to participating broker-dealers as a marketing and due diligence expense reimbursement.
(3)
The Company received selling commissions, an asset-based dealer manager fee and/or an asset-based distribution and stockholder servicing fee, all based on the net asset value for each class of common stock.
(4)
CCIT II closed its offering during the three months ended September 30, 2016. The program’s fee structure was similar to that of CCPT V.
(5)
The maximum amount of the distribution and stockholder servicing fees with respect to sales of Class T shares was 4.0% of the gross offering proceeds for CCPT V and CCIT III. Distribution and stockholder servicing fees continue to be paid after the offering closes if the 4.0% maximum has not been met.
(6)
Commencing on April 29, 2016, CCPT V began offering Class T shares of common stock in addition to the class of shares of common stock previously offered (now referred to as Class A shares).
(7)
During the three months ended December 31, 2016, the annual distribution and stockholder servicing fee was amended to be 1.0%. Prior to the amendment, the distribution and stockholder servicing fee was 0.8% per annum.
(8)
Fees were accrued daily in the amount of 1/365th of a percentage of the estimated per share NAV and payable monthly in arrears. Distribution and stockholder servicing fees continue to be paid after the offering closes.
Transaction Related Fees [Member]  
Related Party Transaction [Line Items]  
Schedule of Related Party Transactions
The following table shows the transaction-related fees for the Cole REITs as of December 31, 2017:
Program
 
Acquisition Fees (1)
 
Disposition Fees
 
Performance Fees (2)
 
Financing Coordination Fee (3)
Open Programs
 
 
 
 
 
 
 
 
CCPT V
 
2%
 
1%
 
15%
 
INAV
 
 
 
 
CCIT III
 
2%
 
1%
 
15%
 
1%
 
 
 
 
 
 
 
 
 
Closed Programs
 
 
 
 
 
 
 
 
CCIT II
 
2%
 
1%
 
15%
 
CCPT IV
 
2%
 
1%
 
15%
 
_______________________________________________
(1)
Percent was taken on gross purchase price.
(2)
Performance fee was paid only under the following circumstances: (i) if shares are listed on a national securities exchange; (ii) if the respective Cole REIT is sold or the assets are liquidated; or (iii) upon termination of the advisory agreement. In connection with such events, the performance fee will only be earned upon the return to investors of their net capital invested and a 6% annual cumulative, non-compounded return (8% in the case of CCIT II and CCPT IV).
(3)
Financing coordination fee payable for services in connection with the origination, assumption, or refinancing of any debt (other than loans advanced by the Company) to acquire properties or make other permitted investments.
Management Service Revenue [Member]  
Related Party Transaction [Line Items]  
Schedule of Related Party Transactions
The following table shows the management fees for the Cole REITs as of December 31, 2017:
Program
 
Asset Management / Advisory Fees (1)
 
Performance Fees (2)
Open Programs
 
 
 
 
CCPT V
 
0.65% - 0.75%
 
INAV
 
0.90%
 
25%
CCIT III
 
0.65% - 0.75%
 
 
 
 
 
 
Closed Programs
 
 
 
 
CCIT II
 
0.65% - 0.75%
 
CCPT IV
 
0.65% - 0.75%
 
_______________________________________________
(1)    Annualized fee was based on the average monthly invested assets or average assets, as defined in the respective agreements, or net asset value, if available.
(2)    The performance fee was limited to 10% of the aggregate total return, for each class, for any individual year.
Revenue from Managed REITs [Member]  
Related Party Transaction [Line Items]  
Schedule of Related Party Transactions
The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) and joint ventures for the years ended December 31, 2017, 2016 and 2015 (in thousands).
 
 
Year Ended December 31,
 
 
2017
 
2016
 
2015
Offering-related fees and reimbursements
 
 
 
 
 
 
Selling commissions (1)
 
$
7,746

 
$
19,943

 
$
14,101

Dealer manager and distribution fees (2)
 
5,021

 
8,300

 
5,133

Reimbursement revenue
 
3,329

 
8,283

 
5,178

Offering-related fees and reimbursements
 
16,096

 
36,526

 
24,412

 
 
 
 
 
 
 
Transaction service fees and reimbursements
 
 
 
 
 
 
Acquisition fees
 
11,049

 
9,513

 
18,742

Financing coordination fee
 
100

 
220

 

Disposition fees (3)
 

 

 
4,974

Reimbursement revenues
 
2,780

 
2,800

 
2,164

Transaction service fees and reimbursements
 
13,929

 
12,533

 
25,880

 
 
 
 
 
 
 
Management fees and reimbursements
 
 
 
 
 
 
Asset and property management fees and leasing fees
 
220

 
220

 
452

Advisory and performance fee revenue
 
57,765

 
51,099

 
44,948

Reimbursement revenues
 
18,449

 
17,587

 
13,845

Management fees and reimbursements
 
76,434

 
68,906

 
59,245

 
 
 
 
 
 
 
Interest income on Affiliate Lines of Credit
 
262

 
453

 
1,275

 
 
 
 
 
 
 
Total related party revenues (4)
 
$
106,721

 
$
118,418

 
$
110,812

___________________________________
(1)
The Company reallowed 100% of selling commissions to participating broker-dealers during the years ended December 31, 2017, 2016 and 2015.
(2)
During the years ended December 31, 2017, 2016 and 2015, the Company reallowed $2.1 million, $3.2 million and $2.1 million, respectively, of dealer manager fees and/or distribution and stockholder servicing fees to participating broker-dealers as a marketing and due diligence expense reimbursement.
(3)
The Company earned a disposition fee of $4.4 million on behalf of CCIT when CCIT merged with Select Income REIT on January 29, 2015.
(4)
Total related party revenues excludes fees earned from 1031 real estate programs of $1.8 million, $1.4 million and $5.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Investments In Managed REITs [Member]  
Related Party Transaction [Line Items]  
Schedule of Related Party Transactions
The table below presents certain information related to the Company’s investments in the Cole REITs as of December 31, 2017 (carrying amount in thousands):
 
 
December 31, 2017
Cole REIT
 
% of Outstanding Shares Owned
 
Carrying Amount of Investment
CCPT V
 
0.76%
 
$
1,231

INAV
 
0.05%
 
125

CCIT II
 
0.44%
 
1,126

CCIT III
 
14.25%
 
675

CCPT IV
 
0.01%
 
107

Total
 
 
 
$
3,264