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Agreements and Transactions with Related Parties
3 Months Ended
Mar. 31, 2012
Agreements And Transactions With Related Parties [Abstract]  
Related Party Transactions Disclosure [Text Block]

Note 3. Agreements and Transactions with Related Parties

 

Transactions with the Advisor

 

We have an advisory agreement with the advisor whereby the advisor performs certain services for us for a fee. The current term of the agreement is scheduled to expire on September 30, 2012, except that it will terminate sooner if the closing of the proposed merger between our advisor and our affiliate, Corporate Property Associates 15 Incorporated (“CPA®:15”), which was announced on February 21, 2012 occurs before that date so that we can incorporate any changes to the advisory agreement resulting from the merger. Under the terms of this agreement, the advisor manages our day-to-day operations, for which we pay the advisor asset management fees and certain cash distributions, and structures and negotiates the purchase and sale of investments and debt placement transactions for us, for which we pay the advisor structuring and subordinated disposition fees. In addition, we reimburse the advisor for organization and offering costs incurred in connection with our offering and for certain administrative duties performed on our behalf. We also have certain agreements with affiliates regarding joint investments. The following tables present a summary of fees we paid and expenses we reimbursed to the advisor in accordance with the advisory agreement (in thousands):

 

            
   Three Months Ended March 31,
     2012 2011
Amounts included in operating expenses:           
Asset management fees (a)      $ 4,553 $ 2,850
            
Distribution of available cash (b)        2,693   1,815
Personnel reimbursements (c)        938   388
Office rent reimbursements (c)        157   74
       $ 8,341 $ 5,127
            
            
Transaction fees incurred:           
Current acquisition fees (d)      $ 4,204 $ 7,929
Deferred acquisition fees (d) (e)        3,433   6,351
            
       $ 7,637 $ 14,280
            
            
Unpaid transaction fees:      March 31, 2012 December 31, 2011
Deferred acquisition fees      $ 21,414 $ 22,748
Subordinated disposition fees (f)        202   202
       $ 21,616 $ 22,950

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  • Asset management fees are included in Property expenses in the consolidated financial statements. For both 2012 and 2011, the advisor elected to receive its asset management fees in shares of our common stock. At March 31, 2012, the advisor owned 2,490,700 shares (1.1%) of our common stock.
  • We also pay the advisor up to 10% of the Available Cash, as defined in the limited partnership agreement, of the operating partnership, which is defined as cash generated from operations, excluding capital proceeds, as reduced by operating expenses and debt service, excluding prepayments and balloon payments.
  • Personnel and office rent reimbursements are included in General and administrative expenses in the consolidated financial statements. Based on current gross revenues, our current share of future annual minimum lease payments under our agreement would be $0.7 million annually through 2016; however, we anticipate that our share of future annual minimum lease payments will increase as we continue to invest the proceeds of our offerings.
  • Current and deferred acquisition fees for real estate asset acquisitions were capitalized and included in the cost basis of the assets acquired and for business combinations were expensed and included in General and administrative expenses.
  • We made payments of deferred acquisition fees to the advisor totaling $4.8 million and $4.5 million during the three months ended March 31, 2012 and 2011, respectively.
  • These fees, which are subordinated to the performance criterion and certain other provisions included in the advisory agreement, are deferred and are payable to the advisor only in connection with a liquidity event for our stockholders.

 

The total costs paid by the advisor and its affiliates in connection with the organization and offering of our securities were $18.2 million from inception through March 31, 2012, of which $17.6 million had been reimbursed as of March 31, 2012.

 

Other Transactions with Affiliates

 

We own interests in entities ranging from 12% to 85%, as well as jointly-controlled tenancy-in-common interests in properties, with the remaining interests generally held by affiliates. We consolidate certain of these investments and account for the remainder under the equity method of accounting.