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RELATED-PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2015
RELATED-PARTY TRANSACTIONS  
RELATED-PARTY TRANSACTIONS

14.   RELATED‑PARTY TRANSACTIONS

 

In May 2005, CIM Urban and CIM Urban REIT Management L.P., each an affiliate of CIM REIT and CIM Group, entered into an Investment Management Agreement, pursuant to which CIM Urban engaged CIM Urban REIT Management L.P. to provide investment advisory services to CIM Urban. In December 2015, CIM Investment Advisors, LLC, an affiliate of CIM REIT and CIM Group, registered with the SEC as an investment adviser and, in connection with such registration, CIM Urban entered into a new Investment Management Agreement with CIM Investment Advisors, LLC, on terms substantially similar to those in the previous Investment Management Agreement, pursuant to which CIM Urban engaged CIM Investment Advisors, LLC to provide investment advisory services, and the previous Investment Management Agreement was terminated. “Advisor” refers to CIM Urban REIT Management L.P. prior to December 10, 2015 and to CIM Investment Advisors, LLC on and after December 10, 2015.

 

CIM Urban pays asset management fees to the Advisor on a quarterly basis in arrears. The fee is calculated as a percentage of the daily average adjusted fair value of CIM Urban’s investments, as defined, as follows:

 

 

 

 

 

 

 

 

 

 

       Daily Average Adjusted Fair Value of

 

 

 

      CIM Urban's Investments

 

                 Quarterly Fee

From Greater of

    

To and Including

    

                  Percentage

(in thousands)

 

 

 

$

 —

 

$

500,000

 

0.2500

%

 

500,000

 

 

1,000,000

 

0.2375

%

 

1,000,000

 

 

1,500,000

 

0.2250

%

 

1,500,000

 

 

4,000,000

 

0.2125

%

 

4,000,000

 

 

20,000,000

 

0.1000

%

 

 

The Advisor earned asset management fees of $24,882,000,  $23,223,000 and $21,767,000 for the years ended December 31, 2015, 2014 and 2013, respectively.  At December 31, 2015 and 2014, asset management fees of $6,260,000 and $5,867,000, respectively, were due to the Advisor.

 

CIM Management, Inc. and certain of its affiliates (collectively, the “CIM Management Entities”), all affiliates of CIM REIT and CIM Group, provide property management, leasing, and development services to CIM Urban. The CIM Management Entities earned property management fees, which are included in rental and other property operating expenses, totaling $5,814,000, $5,284,000 and $4,828,000 for the years ended December 31, 2015, 2014 and 2013, respectively.  CIM Urban also reimbursed the CIM Management Entities $8,319,000, $7,369,000 and $5,082,000 during the years ended December 31, 2015, 2014 and 2013, respectively, for the cost of on‑site personnel incurred on behalf of CIM Urban, which is included in rental and other property operating expenses. The CIM Management Entities earned leasing commissions of $697,000, $1,904,000 and $537,000 for the years ended December 31, 2015, 2014, and 2013, respectively, which were capitalized to deferred charges.  In addition, the CIM Management Entities earned construction management fees of $1,055,000, $566,000 and $834,000 for the years ended December 31, 2015, 2014 and 2013, respectively, which were capitalized to investments in real estate.

 

At December 31, 2015 and 2014, fees payable and expense reimbursements due to the CIM Management Entities of $2,230,000 and $2,518,000, respectively, are included in due to related parties. Also included in due (from) to related parties as of December 31, 2015 and 2014,  was ($274,000) and $76,000, respectively, due (from) to the CIM Management Entities and related parties.

 

On the Acquisition Date, pursuant to the terms of the Merger Agreement, CIM Commercial and its subsidiaries entered into the Master Services Agreement (the “Master Services Agreement”) with CIM Service Provider, LLC (the “Manager”), an affiliate of CIM Group, pursuant to which the Manager agrees to provide or arrange for other service providers to provide management and administration services to CIM Commercial and its subsidiaries following the Merger. Pursuant to the Master Services Agreement, we appointed an affiliate of CIM Group as the manager of Urban Partners GP, LLC. Under the Master Services Agreement, CIM Commercial pays a base service fee (the “Base Service Fee”) to the Manager initially set at $1,000,000 per year (subject to an annual escalation by a specified inflation factor beginning on January 1, 2015), payable quarterly in arrears.  Based on the annual escalation factor, the Base Service Fee for 2015 was $1,010,000.  The Base Service Fee began to accrue on the Acquisition Date and was pro-rated based on the number of days during the first quarter in which the Master Services Agreement was in effect. For the years ended December 31, 2015 and 2014, the Manager earned a Base Service Fee of $1,010,000 and $806,000, respectively.  In addition, pursuant to the terms of the Master Services Agreement, the Manager may receive compensation and/or reimbursements for performing certain services for CIM Commercial and its subsidiaries that are not covered under the Base Service Fee.  During the years ended December 31, 2015 and 2014, such services performed by the Manager included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources and corporate communications. The Manager’s compensation is based on the salaries and benefits of the employees of the Manager and/or its affiliates who performed these services (allocated based on the percentage of time spent on the affairs of CIM Commercial and its subsidiaries).  For the years ended December 31, 2015 and 2014, we expensed $2,993,000 and $1,193,000 for such services, respectively.  At December 31, 2015  and 2014, $1,256,000 and $725,000 was due to the Manager, respectively, for such services.

 

As of January 1, 2015, substantially all of our lending segment employees moved to CIM SBA Staffing, LLC (“CIM SBA”), an affiliate of CIM Group, except for two of our officers, who became jointly employed by us and CIM SBA and their employment agreements with us continue in full force and effect. In connection with this move, on January 1, 2015, we entered into a Staffing and Reimbursement Agreement with CIM SBA and our subsidiary, PMC Commercial Lending, LLC, which provides that CIM SBA will provide personnel and resources to us and that we will reimburse CIM SBA for the costs and expenses of providing such personnel and resources. For the year ended December 31, 2015, we incurred expenses related to services subject to reimbursement by us under this agreement of $4,627,000, which are included in discontinued operations and $434,000, which are included in asset management and other fees to related parties. In addition, we expensed $1,638,000 for transaction costs paid to CIM SBA for reimbursement of costs in connection with the sale of substantially all of our commercial mortgage loans to an unrelated third party (Note 7).

 

On October 1, 2015, an affiliate of CIM Group entered into a 5-year lease renewal with respect to a property owned by the Company. For the years ended December 31, 2015, 2014 and 2013, we recorded rental and other property income related to this lease of $104,000,  $100,000 and $97,000, respectively.