Agreements and Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2015 |
Related Party Transactions [Abstract] | |
Agreements and Transactions with Related Parties | Agreements and Transactions with Related Parties |
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Agreements with our Advisor and Affiliates |
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We have an advisory agreement with our advisor to perform certain services for us under a fee arrangement, including managing our overall business, the 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, 2015, unless renewed pursuant to its terms. Our advisor has entered into a subadvisory agreement with our subadvisor, whereby our advisor pays 20% of the fees earned under the advisory agreement to our subadvisor and our 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 our 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, |
| 2015 | | 2014 |
Amounts Included in the Consolidated Statements of Operations | | | |
Acquisition fees | $ | 5,682 | | | $ | — | |
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Asset management fees | 2,553 | | | 1,402 | |
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Personnel and overhead reimbursements | 1,848 | | | 1,315 | |
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Available Cash Distribution | 1,847 | | | 946 | |
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| $ | 11,930 | | | $ | 3,663 | |
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Other Transaction Fees Incurred | | | |
Selling commissions and dealer manager fees | $ | — | | | $ | 1,773 | |
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Offering costs | 127 | | | 726 | |
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| $ | 127 | | | $ | 2,499 | |
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| March 31, 2015 | | December 31, 2014 |
Amounts Due to Related Parties and Affiliates | | | |
Other amounts due to our advisor | $ | 6,499 | | | $ | 965 | |
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Reimbursable costs | 1,674 | | | 338 | |
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Due to joint venture partners | 404 | | | 367 | |
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Organization and offering costs due to our advisor | 70 | | | 322 | |
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Due to WPC | 71 | | | 67 | |
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| $ | 8,718 | | | $ | 2,059 | |
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Acquisition Fees |
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Our 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, Dispositions Fees and Loan Refinancing Fees |
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We pay our advisor an annual asset management fee equal to 0.5% of the aggregate Average Market Value of our Investments, both as defined in our advisory agreement with our advisor. Our 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. If our advisor elects to receive all or a portion of its fees in shares, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated net asset value per share, or NAV, or, during an offering, our offering price of $10.00 per share. We paid our asset management fees in cash for the three months ended March 31, 2015 and in shares of our common stock, at the election of the advisor, for the three months ended March 31, 2014. For the three months ended March 31, 2015, $1.0 million in asset management fees were settled in shares, which related to fees incurred during the fourth quarter of 2014. For the three months ended March 31, 2014, $1.3 million in asset management fees were settled in shares. At March 31, 2015, our advisor owned 1,501,028 shares (1.2%) of our outstanding common stock. Asset management fees are included in Asset management fees to affiliate and other in the consolidated financial statements. |
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Personnel and Overhead Reimbursements |
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Pursuant to the subadvisory agreement, after we reimburse our advisor, it will subsequently reimburse our subadvisor for personnel costs and other charges. We also grant restricted stock units to employees of our subadvisor pursuant to our 2010 Equity Incentive Plan. Our 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. |
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In addition, pursuant to the advisory agreement, we reimburse our advisor for the actual cost of personnel allocable to their time devoted to providing administrative services to us, which totaled $1.2 million and $0.8 million, respectively, for the three months ended March 31, 2015 and 2014, as well as rent expense that totaled $0.1 million for both the three months ended March 31, 2015 and 2014. These reimbursements are included in Corporate general and administrative expenses and Amounts due to affiliates in the consolidated financial statements. We paid these reimbursements in cash for the three months ended March 31, 2015 and in shares of our common stock, at the election of the advisor, for the three months ended March 31, 2014. For the three months ended March 31, 2015, less than $0.1 million in reimbursements were settled in shares that related to reimbursements incurred during the fourth quarter of 2014. |
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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 totaled $1.8 million and $0.9 million during the three months ended March 31, 2015 and 2014, respectively, and are included in (Income) loss attributable to noncontrolling interests in the consolidated financial statements. |
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Selling Commissions and Dealer Manager Fees |
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We had a dealer manager agreement with Carey Financial, LLC, or Carey Financial, whereby Carey Financial received a selling commission of up to $0.70 per share sold and a dealer manager fee of up to $0.30 per share sold through the termination of our follow on offering on December 31, 2014, a portion of which may have been re-allowed to selected broker dealers. These amounts are recorded in Additional paid-in capital in the consolidated financial statements. |
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Due from Related Parties and Affiliates |
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At March 31, 2015, amounts due from related parties and affiliates, included in Other assets in the consolidated financial statements, totaled $1.8 million and primarily represents amounts due from CWI 2 for a deposit of $1.5 million we placed on its behalf during the first quarter of 2015 in connection with an acquisition made during the second quarter of 2015. |
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Other Amounts Due to Our Advisor |
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At March 31, 2015, this balance primarily represents acquisition fees of $3.9 million payable to the advisor related to the Westin Pasadena acquired on March 19, 2015, which was paid in the second quarter of 2015. The remainder of the balance at that date and the entire balance at December 31, 2014 represents asset management fees payable. |
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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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Organization and Offering Costs |
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Pursuant to our advisory agreement with our advisor, we were liable for certain expenses related to our public offerings, which included filing, legal, accounting, printing, advertising, transfer agent, and escrow fees and are to be deducted from the gross proceeds of the offering. We reimbursed Carey Financial or selected dealers for reasonable bona fide due diligence expenses incurred that were 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. Our 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, 2015, our advisor incurred organization and offering costs on our behalf related to our follow-on offering of approximately $3.5 million, all of which we were obligated to pay. As of March 31, 2015, $3.4 million had been reimbursed. During the three months ended March 31, 2015, we charged $0.1 million of deferred offering costs to stockholder’s equity. |
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Other Transactions with Affiliates |
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In September 2014, our board of directors and the board of directors of WPC approved unsecured loans to us and our affiliate, Carey Watermark Investors 2 Incorporated, of up to $75.0 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 WPC’s management. In April 2015, this aggregate amount was increased to $110.0 million. At March 31, 2015, we had no such loans outstanding. |