XML 89 R35.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Party Transactions (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2018
Dec. 31, 2017
Related Party Transaction [Line Items]    
Schedule of related party transactions
Summarized below are the related party costs incurred by the Company for the nine months ended September 30, 2018, and 2017, respectively, and amounts payable as of September 30, 2018 and December 31, 2017:
 
Incurred for the Nine Months Ended September 30,
 
Payable as of September 30,
 
Payable as of December 31,
 
2018
 
2017
 
2018
 
2017
Expensed
 
 
 
 
 
 
 
Corporate operating expenses
$
2,168

 
$
1,677

 
$
806

 
$
658

Asset management fees (1)

 
8,027

 

 

Property management fees
1,365

 
1,347

 
153

 
158

Performance distribution allocation
6,200

 
213

 
6,224

 
2,394

Advisory fees
6,970

 
273

 
784

 
762

Capitalized/Offering
 
 
 
 
 
 
 
Acquisition fees and
expenses
(2)

 
1,099

 

 

Organization and offering expense
1,113

 
250

 
1,305

(6) 
192

Other costs advanced by the Advisor
938

 
604

 
319

 
285

Selling commissions (3) 
66

 
1,127

 

 

Dealer Manager fees
11

 
393

 

 

Stockholder servicing fee (4) 
175

 
565

 
9,353

 
12,377

Advisor advances: (5) 
 
 
 
 
 
 
 
  Organization and offering
expenses
45

 
136

 
44

 
8

  Dealer Manager fees 

 
791

 

 
62

Total
$
19,051

 
$
16,502

 
$
18,988

 
$
16,896

(1)
As part of the Follow-On Offering, the Company's new management compensation structure no longer includes asset management fees.
(2)
Effective September 20, 2017, the Advisor is not entitled to acquisition fees, disposition fees or financing fees; provided, however, that the Advisor will receive the compensation set forth in the original advisory agreement for the Company’s investment in an approximately 1,000,000 square foot property located at 39000 Amrheim Road, Livonia, Michigan 48150 with a total transaction price of approximately $80.0 million.
(3)
On September 18, 2017, the Company and the Dealer Manager entered into a dealer manager agreement for the Follow-On Offering. See the "Dealer Manager Agreement" section below for details regarding selling commissions and dealer manager fees.
(4)
The Dealer Manager continues to receive a stockholder servicing fee with respect to Class AA shares as detailed in the Company's IPO prospectus. The stockholder servicing fee is paid quarterly and accrues daily in an amount equal to 1/365th of 1.0% of the NAV per share of the Class AA shares, up to an aggregate of 4% of the gross proceeds of Class AA shares sold. The Company will cease paying the stockholder servicing fee with respect to the Class AA shares at the earlier of (i) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of shares in Company's IPO (excluding proceeds from sales pursuant to the related DRP); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Company's IPO terminated; (iii) the date that such Class AA share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction.
(5)
Pursuant to the original advisory agreement, commencing November 2, 2015, the Company remained obligated to reimburse the Advisor for organizational and offering costs incurred after such date. Terms of the organizational and offering costs are included in the Company's 2016 Annual Report on Form 10-K filed on March 15, 2017. 
(6)
Excludes amounts in excess of the 15% organization and offering costs limitation. See Note 8, Equity, for additional details.
Summarized below are the related-party costs incurred by the Company for the years ended December 31, 2017, 2016 and 2015, respectively, and any related amounts payable as of December 31, 2017 and 2016:
 
Incurred as of December 31,
 
Payable as of December 31,
 
2017
 
2016
 
2015
 
2017
 
2016
Expensed
 
 
 
 
 
 
 
 
 
Acquisition fees and expenses
$

 
$
6,324

 
$
11,438

 
$

 
$

Operating expenses
2,336

 
1,622

 
1,911

 
658

 
18

Asset management fees
8,027

 
6,413

 
2,624

 

 
807

Property management fees
1,799

 
1,052

 
333

 
158

 
143

Performance distributions
2,394

 

 

 
2,394

 

Advisory Fees
2,550

 

 

 
762

 

Capitalized/Offering
 
 
 
 
 
 
 
 
 
Acquisition fees and expenses (1)
1,099

 
7,606

 

 

 

Organization and offering expense
192

 

 
3,150

 
192

 

Other costs advanced by the Advisor
662

 
304

 
2,598

 
285

 
12

Preferred offering costs (2) 

 

 
375

 

 

Selling commissions (3) 
1,128

 
11,397

 
16,303

 

 
54

Dealer Manager fees (4) 
393

 
3,949

 
7,303

 

 
18

Stockholder servicing fee
660

 
17,449

 
25

 
12,377

 
16,020

Advisor Advances: (5) 
 
 
 
 
 
 
 
 
 
  Organization and offering expenses
179

 
2,634

 
382

 
8

 
2,477

  Dealer Manager fees 
853

 
8,069

 
765

 
62

 
2,932

Total
$
22,272

 
$
66,819

 
$
47,207

 
$
16,896

 
$
22,481

(1)
Effective September 20, 2017, the Advisor is not entitled to acquisition fees, disposition fees or financing fees; provided, however, that the Advisor will receive the compensation set forth in the Original Advisory Agreement for the Company’s investment in an approximately 1,000,000 square foot property located at 39000 Amrheim Road, Livonia, Michigan 48150 with a total transaction price of approximately $80 million.
(2)
The Company recognized a redemption premium on preferred units issued to an affiliate of approximately $0.4 million, which represented a write-off of original issuance costs.
(3)
On September 18, 2017, the Company and the Dealer Manager entered into a dealer manager agreement for the follow-on offering. See the “Dealer Manager Agreement” section below for details regarding selling commissions and dealer manager fees.
(4)
The Dealer Manager continues to receive a stockholder servicing fee with respect to Class AA shares as detailed in the Company’s IPO prospectus. The stockholder servicing fee is paid quarterly and accrues daily in an amount equal to 1/365th of 1% of the NAV per share of the Class AA shares, up to an aggregate of 4% of the gross proceeds of Class AA shares sold. The Company will cease paying the stockholder servicing fee with respect to the Class AA shares at the earlier of (i) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of shares in the Company’s IPO (excluding proceeds from sales pursuant to the related DRP); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Company’s IPO terminated; (iii) the date that such Class AA share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction.
(5)
Pursuant to the Original Advisory Agreement, commencing November 2, 2015, the Company remained obligated to reimburse the Advisor for organizational and offering costs incurred after such date. Terms of the organizational and offering costs are included in the Company’s 2016 Annual Report on Form 10-K filed on March 15, 2017. 
Griffin Capital Essential Asset REIT, Inc. [Member]    
Related Party Transaction [Line Items]    
Schedule of related party transactions
Summarized below are the related party costs incurred by the Company for the nine months ended September 30, 2018 and 2017, respectively, and any related amounts payable as of September 30, 2018 and December 31, 2017:
 
Incurred for the Nine Months
 
Payable as of
 
 Ended September 30,
September 30,
 
December 31,
 
2018
 
2017
 
2018
 
2017
Expensed
 
 
 
 
 
 
 
Operating expenses
$
2,630

 
$
1,983

 
$
949

 
$
670

Asset management fees
17,628

 
17,744

 
1,999

 
1,873

Property management fees
6,992

 
7,466

 
746

 
725

Costs advanced by the Advisor
396

 
419

 
324

 
267

Capitalized
 
 
 
 
 
 
 
Acquisition fees (1) 
5,331

 

 

 

Leasing commissions

 
1,752

 

 

Total, net of real estate assets held for sale
$
32,977

 
$
29,364

 
$
4,018

 
$
3,535

Asset management fees related to real estate held for sale
42

 
42

 
5

 
5

Property management fees related to real estate held for sale
57

 
53

 

 
5

Total
$
33,076

 
$
29,459

 
$
4,023

 
$
3,545

(1)
Acquisition fees related to the acquisitions of Quaker, McKesson, and Shaw were capitalized as the acquisition did not meet the business combination criteria.

Summarized below are the related-party costs incurred by the Company for the years ended December 31, 2017, 2016 and 2015, respectively, and any related amounts payable as of December 31, 2017 and 2016:
 
Incurred for the Year Ended December 31,
 
Payable as of December 31,
 
2017
 
2016
 
2015
 
2017
 
2016
Expensed
 
 
 
 
 
 
 
 
 
Acquisition fees and expenses
$

 
$
1,322

 
$
35,210

 
$

 
$

Operating expenses
2,652

 
1,525

 
1,608

 
670

 

Asset management fees
23,499

 
23,530

 
19,389

 
1,878

 
1,982

Property management fees
9,782

 
9,740

 
7,622

 
730

 
737

Disposition fees (1)
1,950

 

 
640

 

 

Costs advanced by the Advisor
587

 
73

 
53

 
267

 

Capitalized
 
 
 
 
 
 
 
 
 
Acquisition fees (2) 
3,791

 

 

 

 

Leasing commissions
1,752

 

 
2,105

 

 

Total
$
44,013

 
$
36,190

 
$
66,627

 
$
3,545

 
$
2,719

(1)
Disposition fees with respect to real estate sold are included in the gain on sale of real estate in the accompanying consolidated statements of operations.
(2)
Acquisition fees related to the LPL acquisition were capitalized as the acquisition did not meet the business combination criteria (see Note 3, Real Estate, for additional details).