Accounting rules requires, among other things, that direct costs of a business combination, such as transaction fees, due diligence costs and consulting fees, be expensed in the period in which they are incurred, and not capitalized as part of a property acquisition. Accordingly, the Company has expensed a total of $2.7 million, or $0.05 per common share, including the Company’s portion of cost expensed through the Joint Venture of $2.6 million, related to costs incurred in connection with acquisitions completed in the fourth quarter 2012.
Gramercy Asset Management
The Company’s asset and property management business, which operates under the name of Gramercy Asset Management, currently manages for third-parties, approximately $1.7 billion of commercial properties leased primarily to regulated financial institutions and affiliated users throughout the United States.
In the fourth quarter 2012, and for the year ended December 31, 2012 Gramercy Asset Management earned fee revenues of $7.9 million and $34.7 million, respectively, in property management, asset management and administrative fees. The Gramercy Asset Management business generates most of its fee revenues from an Asset Management Services Agreement, or the Management Agreement, with KBS Acquisition Sub, LLC, or KBSAS, a wholly-owned subsidiary of KBS Real Estate Investment Trust, Inc., or KBS REIT, pursuant to which Gramercy Asset Management provides asset management services to KBSAS with respect to properties previously owned by the Company, transferred to KBS in 2011 pursuant to a settlement agreement in full satisfaction of the Company’s obligations with respect to the subject properties, or the KBS Portfolio. The Management Agreement with KBS provided for continued management of the KBS Portfolio by GKK Realty Advisors, LLC, or the Manager, through December 31, 2015 for (i) a base management fee of $12.0 million per year, payable monthly, plus the reimbursement of all property related expenses paid by Manager on behalf of KBSAS, and (ii) an incentive fee, or the Threshold Value Profits Participation, in an amount equal to the greater of: (a) $3.5 million or (b) 10% of the amount, if any, by which the portfolio equity value exceeds $375.0 million (as adjusted for future cash contributions into, and distributions out of, KBSAS by KBS REIT), capped at maximum of $12.0 million. In December 2012, concurrently with the purchase of the Bank of America Portfolio by the Company’s joint venture, the base management fee of the Management Agreement with KBS was reduced by $3.0 million per year to $9.0 million per year, which was partially offset by the asset management fee the Company now receives from its joint venture. Approximately $1.0 million of base asset management fee revenues are expected to be generated from the joint venture, annually. In addition to receiving the asset management fee and the pro rata share of the net income of the Bank of America Portfolio, Gramercy Asset Management can obtain a performance based fee for the portfolio management.