Agreements and Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2014 |
Related Party Transactions [Abstract] | ' |
Agreements and Transactions with Related Parties | ' |
Agreements and Transactions with Related Parties |
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Agreements with the Advisor and Subadvisor |
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We have an advisory agreement with the advisor to perform certain services for us, including managing the offering and our overall business, identification, evaluation, negotiation, purchase and disposition of lodging related properties and the performance of certain administrative duties. The agreement that is currently in effect is scheduled to expire on September 30, 2014, unless renewed pursuant to its terms. The advisor has entered into a subadvisory agreement with the subadvisor, whereby the advisor pays 20% of the fees earned under the advisory agreement to the subadvisor and the subadvisor provides certain personnel services to us. |
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The following tables present a summary of fees we paid and expenses we reimbursed to the advisor, subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): |
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| Three Months Ended March 31, |
| 2014 | | 2013 |
Amounts Included in the Consolidated Statements of Operations | | | |
Acquisition fees | $ | — | | | $ | 3,427 | |
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Asset management fees | 1,402 | | | 390 | |
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Personnel and overhead reimbursements | 1,200 | | | 270 | |
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Office rent reimbursements | 115 | | | 17 | |
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Available Cash Distribution | 946 | | | — | |
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| $ | 3,663 | | | $ | 4,104 | |
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Other Transaction Fees Incurred | | | |
Selling commissions and dealer manager fees | $ | 1,773 | | | $ | 6,882 | |
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Offering costs | 726 | | | 1,405 | |
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| $ | 2,499 | | | $ | 8,287 | |
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| March 31, 2014 | | December 31, 2013 |
Amounts Due to Related Parties and Affiliates | | | |
Organization and offering costs due to the advisor | $ | 728 | | | $ | 62 | |
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Reimbursable costs | 1,183 | | | 270 | |
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Other amounts due to the advisor | 502 | | | 4,563 | |
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Due to joint venture partners | 277 | | | 330 | |
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Due to Carey Financial | 162 | | | — | |
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| $ | 2,852 | | | $ | 5,225 | |
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Acquisition Fees |
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The advisor receives acquisition fees of 2.5% of the total investment cost of the properties acquired, including on our proportionate share of equity method investments, and loans originated by us, not to exceed 6% of the aggregate contract purchase price of all investments and loans. We expense acquisition-related costs and fees on acquisitions deemed to be business combinations and capitalize those costs on acquisitions of equity method investments. |
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Asset Management Fees and Loan Refinancing Fees |
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We pay the advisor an annual asset management fee equal to 0.50% of the aggregate Average Market Value of our Investments, both as defined in our advisory agreement with our advisor. The advisor is also entitled to receive disposition fees of up to 1.5% of the contract sales price of a property as well as a loan refinancing fee of up to 1% of a refinanced loan, if certain conditions described in the advisory agreement are met. We paid all asset management fees for the three months ended March 31, 2014 and 2013 in shares of our common stock rather than in cash at the election of the advisor. At March 31, 2014, the advisor owned 517,040 shares (0.74%) of our outstanding common stock. We expense acquisition-related costs and fees on acquisitions deemed to be business combinations and capitalize those costs and fees on acquisitions of equity method investments. Asset management fees are included in Asset management fees to affiliate and other in our consolidated financial statements. |
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Personnel and Overhead Reimbursements |
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Pursuant to the subadvisory agreement, we reimburse the advisor, which subsequently reimburses the subadvisor, for personnel costs and other charges. We have also granted restricted stock units to employees of the subadvisor pursuant to our 2010 Equity Incentive Plan. The subadvisor provides us with the services of Michael G. Medzigian, our chief executive officer, during the term of the subadvisory agreement, subject to the approval of our board of directors. Additionally, commencing in the first quarter of 2014, personnel and overhead reimbursements include our portion of costs allocated by the advisor for personnel and overhead in providing management of our day-to-day operations, including accounting services, stockholder services, corporate management, property management and operations, pursuant to the advisory agreement, which totaled $0.8 million for the three months ended March 31, 2014. Prior to the first quarter of 2014, such expenses had not been allocated to us by the advisor. Such personnel reimbursements are included in Management expenses and Corporate general and administrative expenses in our consolidated financial statements. |
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Available Cash Distributions |
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Carey Watermark Holdings’ special general partner interest entitles it to receive distributions of 10% of Available Cash, as defined in the agreement of limited partnership of the Operating Partnership, or Available Cash Distributions, generated by the Operating Partnership, subject to certain limitations. In addition, in the event of the dissolution of the Operating Partnership, Carey Watermark Holdings will be entitled to receive distributions of up to 15% of net proceeds, provided certain return thresholds are met for the initial investors in the Operating Partnership. Available Cash Distributions by the Operating Partnership aggregated $0.9 million during the three months ended March 31, 2014 and is included in Loss (income) attributable to noncontrolling interests in the consolidated financial statements. |
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Selling Commissions and Dealer Manager Fees |
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We have a dealer manager agreement with Carey Financial, whereby Carey Financial receives a selling commission of up to $0.70 per share sold and a dealer manager fee of up to $0.30 per share sold, a portion of which may be re-allowed to selected broker dealers. These amounts are recorded in Additional paid-in capital in the consolidated balance sheets and consolidated statements of equity. |
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Organization and Offering Costs |
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Pursuant to our advisory agreement with the advisor, we are liable for certain expenses related to our public offerings, which include filing, legal, accounting, printing, advertising, transfer agent, and escrow fees and are to be deducted from the gross proceeds of the offering. We will reimburse Carey Financial or selected dealers for reasonable bona fide due diligence expenses incurred that are supported by a detailed and itemized invoice. The total underwriting compensation to Carey Financial and selected dealers in connection with the offerings cannot exceed limitations prescribed by the Financial Industry Regulatory Authority, Inc. The advisor agreed to be responsible for the repayment of organization and offering expenses (excluding selling commissions and dealer manager fees paid to Carey Financial and selected dealers and fees paid and expenses reimbursed to selected dealers) that exceed in the aggregate 2% of the gross proceeds from the initial public offering and 4% of the gross proceeds from the follow-on offering. |
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Through March 31, 2014, the advisor incurred organization and offering costs on our behalf related to our follow-on offering of approximately $1.8 million. However, at March 31, 2014, because of the 4% limitation described above, we were only obligated to pay $0.7 million of these costs, all of which were included in Due to affiliates in the consolidated balance sheet at March 31, 2014. |
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Other Amounts Due to the Advisor |
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At March 31, 2014, the balance primarily represents management fees payable and reimbursable expenses. At December 31, 2013, this balance primarily represents acquisition fees of $4.1 million payable to the advisor related to the Renaissance Chicago Downtown acquired on December 20, 2013, which was paid in the first quarter of 2014. |
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Due to Joint Venture Partners |
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This balance is primarily comprised of amounts due from consolidated joint ventures to our joint venture partners related to hotel operating expenses paid by hotel managers that are affiliates of our joint venture partners, which will be reimbursed. |
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Other Transactions with Affiliates |
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In January 2013, our board of directors and the board of directors of WPC approved unsecured loans to us of up to $50.0 million in the aggregate, at a rate equal to the rate at which WPC is able to borrow funds under its senior unsecured credit facility, for the purpose of facilitating acquisitions approved by our investment committee that we might not otherwise have sufficient available funds to complete. Any such loans may be made solely at the discretion of the management of WPC. Through the date of this Report, no such loans under this arrangement have been made pursuant to these approvals; however, WPC has provided similar loans to us in the past, all of which were repaid on or prior to their maturity dates. |