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Related Party Transactions
12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions

10. Related Party Transactions

The activities of the Company are managed by the Manager. Pursuant to the terms of the Management Agreement, the Manager is responsible for originating investment opportunities, providing asset management services and administering the day-to-day operations of the Company. The Manager is entitled to receive a management fee, an incentive fee and a termination fee as defined below.

The following table summarizes the Company’s management and incentive fees (in thousands):

 

 

 

Year Ended

 

 

 

December 31,

2021

 

 

December 31,

2020

 

 

December 31,

2019

 

Management fees

 

$

39,135

 

 

$

38,960

 

 

$

32,611

 

Incentive fees

 

 

 

 

 

7,766

 

 

 

10,219

 

Total

 

$

39,135

 

 

$

46,726

 

 

$

42,830

 

 

Management Fees

Effective October 1, 2015, the Manager earns a base management fee in an amount equal to 1.50% per annum of Stockholders’ Equity. Management fees are reduced by the Company’s pro rata share of any management fees and incentive fees (if incentive fees are not incurred by the Company) paid to the Manager by CMTG/TT. Management fees are paid quarterly, in arrears. Management fees of $10.0 million and $9.8 million were accrued and were included in management fee payable – affiliate, in the consolidated balance sheets at December 31, 2021 and 2020.

Incentive Fees

The Manager is entitled to an incentive fee equal to 20% of the excess of the Company’s Core Earnings on a rolling four-quarter basis, as defined in the Management Agreement, over a 7.00% return on Stockholders’ Equity, as

defined in the Management Agreement of the Company. Incentive fees are reduced by the Company’s pro rata share of any incentive fees paid to the Manager by CMTG/TT.

The Manager is entitled to an incentive fee equal to 3.33% of the excess of CMTG/TT’s Core Earnings on a rolling four-quarter basis, as defined in the Management Agreement, over a 7.00% return on Unitholders’ Equity of CMTG/TT.

Incentive fees of $0 and $0.2 million were accrued and were included in Incentive fee payable – affiliate on the consolidated balance sheets at December 31, 2021 and 2020, respectively.

Termination Fees

If the Company elects to terminate the Management Agreement, the Company is required to pay the Manager a termination fee equal to three times the sum of the average annual base management and incentive fees paid by the Company over the prior two years and the average annual incentive fee paid by the Company over the prior two years.

Reimbursable Expenses

The Manager is entitled to reimbursement of all documented expenses incurred on behalf of the Company, to the extent that such costs and expenses are specifically contemplated by, and do not exceed the amount contemplated therefore in the annual budget. The agreement specifically references expenses incurred by the Manager for travel and other out-of-pocket expenses incurred on behalf of the Company in connection with the origination, purchase, financing, refinancing, sale or other disposition of loans or any securities offering.

Expense reimbursements of $0, $81,000 and $0.2 million were classified as a component of general and administrative expenses for the years ended December 31, 2021, 2020 and 2019, respectively.

Loans receivable held-for-investment

As of December 31, 2021, the Company has one investment with an outstanding principal balance of $54.0 million and a loan commitment of $141.1 million, whereby the borrower is an affiliate of a shareholder in the Company’s common stock.