Agreements and Transactions with Related Parties | Agreements and Transactions with Related Parties Agreements with Our Advisor and Affiliates 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 and lodging-related properties; and the performance of certain administrative duties. The advisory agreement has a term of one year and may be renewed for successive one-year periods. Our Advisor also has a subadvisory agreement with the Subadvisor, whereby our Advisor pays 25% of the fees that it earns under the advisory agreement and Available Cash Distributions and 30% of the subordinated incentive distributions to the Subadvisor and the Subadvisor provides certain personnel services to us, as discussed below. The following tables present a summary of fees we paid; expenses we reimbursed and distributions we made to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Amounts Included in the Consolidated Statements of Operations Acquisition fees $ 4,393 $ 1,488 $ 4,415 $ 6,161 Asset management fees 2,024 840 3,969 1,612 Personnel and overhead reimbursements 880 743 1,756 1,188 Available Cash Distributions 27 336 1,634 865 Interest expense — — 332 18 Accretion of interest on annual distribution and shareholder servicing fee 89 98 198 111 $ 7,413 $ 3,505 $ 12,304 $ 9,955 Other Transaction Fees Incurred Selling commissions and dealer manager fees $ 1,404 $ 3,965 $ 12,832 $ 13,861 Annual distribution and shareholder servicing fee 92 1,754 8,439 6,786 Organization and offering costs 610 870 1,199 1,907 $ 2,106 $ 6,589 $ 22,470 $ 22,554 The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): June 30, 2017 December 31, 2016 Amounts Due to Related Parties and Affiliates To our Advisor: Reimbursable costs $ 778 $ 676 Asset management fees 751 489 Organization and offering costs 444 463 Note payable to WPC — 210,033 Acquisition fee payable — 7,243 To Others: Due to Carey Financial (Annual distribution and shareholder servicing fee) 18,428 11,919 Due to Carey Financial (Selling commissions and dealer manager fees) 80 46 Due to CWI 1 69 389 $ 20,550 $ 231,258 Acquisition Fees to our Advisor We pay our Advisor acquisition fees of 2.5% of the total investment cost of the properties acquired, as defined in our advisory agreement, described above, including on our proportionate share of equity method investments and loans originated by us. The total fees to be paid may not exceed 6% of the aggregate contract purchase price of all investments, as measured over a period specified in our advisory agreement. Asset Management Fees, Disposition Fees and Loan Refinancing Fees We pay our Advisor an annual asset management fee equal to 0.55% of the aggregate Average Market Value of our Investments, both as defined in the 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 1.0% of the principal amount 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 of our Class A common stock, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated NAV for Class A shares (while before our initial NAV was published in March 2016, we used our offering price for Class A shares of $10.00 per share). For the three and six months ended June 30, 2017 and 2016 , our Advisor elected to receive its asset management fees in shares of our Class A common stock rather than in cash. For the six months ended June 30, 2017 and 2016 , $3.7 million and $1.5 million , respectively, in asset management fees were settled in shares of our Class A common stock. At June 30, 2017 , our Advisor owned 839,557 shares ( 3.0% ) of our outstanding Class A common stock. Asset management fees are included in Asset management fees to affiliate and other in the consolidated financial statements. During the three and six months ended June 30, 2017 and 2016 , we did not pay any disposition fees or loan refinancing fees. Personnel and Overhead Reimbursements Under the terms of the advisory agreement, our Advisor generally allocates expenses of dedicated and shared resources, including the cost of personnel, rent and related office expenses, between us and our affiliate, Carey Watermark Investors Incorporated, or CWI 1, based on total pro rata hotel revenues on a quarterly basis. Pursuant to the subadvisory agreement, after we reimburse our Advisor, it will subsequently reimburse the Subadvisor for personnel costs and other charges, including the services of our Chief Executive Officer, subject to the approval of our board of directors. These reimbursements are included in Corporate general and administrative expenses and Due to related parties and affiliates in the consolidated financial statements and are being settled in cash. We have also granted restricted stock units to employees of the Subadvisor pursuant to our 2015 Equity Incentive Plan. Available Cash Distributions Carey Watermark Holdings 2’s 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 2 will be entitled to receive distributions of up to 15% of any net proceeds, provided certain return thresholds are met for the initial investors in the Operating Partnership. Available Cash Distributions are included in Income attributable to noncontrolling interests in the consolidated financial statements. Selling Commissions and Dealer Manager Fees Pursuant to our dealer manager agreement with Carey Financial, Carey Financial receives a selling commission for sales of our Class A and Class T common stock. Until we made the first adjustment to our offering prices in March 2016 in connection with the publication of our initial NAVs as of December 31, 2015, Carey Financial received a selling commission of up to $0.70 and $0.19 per share sold and a dealer manager fee of up to $0.30 and $0.26 per share sold for the Class A and Class T common stock, respectively. After that adjustment, Carey Financial received a selling commission of $0.82 and $0.22 per share sold and a dealer manager fee of $0.35 and $0.30 per share sold for the Class A and Class T common stock, respectively. In connection with the extension of our initial public offering, we adjusted our offering prices again in April 2017 to reflect our NAVs as of December 31, 2016, with a selling commission of $0.84 and $0.23 per share sold and a dealer manager fee of $0.36 and $0.31 per share sold for the Class A and Class T common stock, respectively. The selling commissions are re-allowed and a portion of the dealer manager fees may be re-allowed to selected dealers. These amounts are recorded in Additional paid-in capital in the consolidated financial statements. During the six months ended June 30, 2017 and 2016 , we paid selling commissions and dealer manager fees totaling $12.8 million and $14.0 million , respectively. We will pay the annual distribution and shareholder servicing fees directly to the selected dealers rather than through Carey Financial beginning with the fees for the third quarter of 2017. We also pay an annual distribution and shareholder servicing fee in connection with our Class T common stock to Carey Financial, which it may re-allow to selected dealers. The amount of the distribution and shareholder servicing fee is 1.0% of the amount of our NAV per Class T common stock (while before our initial NAV was published in March 2016, the fee was 1.0% of the selling price per share for the Class T common stock in our initial public offering). The distribution and shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the distribution and shareholder servicing fee after the sixth anniversary of the end of the quarter in which the initial public offering terminates, and the fees may end sooner if the total underwriting compensation that is paid in respect of the offering reaches 10.0% of the gross offering proceeds or if we undertake a liquidity event, as described in our prospectus, before that sixth anniversary. During the six months ended June 30, 2017 and 2016 , $8.4 million and $6.8 million , respectively, of distribution and shareholder servicing fees were charged to stockholders’ equity and during the six months ended June 30, 2017 and 2016 , $2.1 million and $0.7 million , respectively, of such fees were paid to Carey Financial. Organization and Offering Costs Pursuant to our advisory agreement, we are liable for certain expenses related to our public offering, including filing, legal, accounting, printing, advertising, transfer agent and escrow fees, which are deducted from the gross proceeds of the offering. We reimburse Carey Financial and 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 offering cannot exceed limitations prescribed by the Financial Industry Regulatory Authority, Inc, or FINRA. Our Advisor will be reimbursed for all organization expenses and offering costs incurred in connection with our offering (excluding selling commissions and the dealer manager fees) limited to 1.5% of the gross proceeds from the offering. Through June 30, 2017 , our Advisor incurred organization and offering costs on our behalf of approximately $8.8 million , all of which we were obligated to pay. Unpaid costs of $0.4 million were included in Due to affiliates in the consolidated financial statements at June 30, 2017 . During the offering period, costs incurred in connection with raising of capital are recorded as deferred offering costs. Upon receipt of offering proceeds, we charge the deferred offering costs to stockholders’ equity. During the six months ended June 30, 2017 and 2016 , $2.5 million and $3.0 million , respectively, of deferred offering costs were charged to stockholders’ equity. Note Payable to WPC and Other Transactions with Affiliates Our board of directors and the board of directors of WPC have, from time to time, pre-approved unsecured loans from WPC to us. Any such loans are solely at the discretion of WPC’s management and are at an interest rate equal to the rate at which WPC is able to borrow funds under its senior unsecured credit facility. On January 20, 2016 and December 29, 2016, we borrowed $20.0 million and $210.0 million , respectively, from WPC; these loans were repaid in full during the six months ended June 30, 2016 and 2017 , respectively. At June 30, 2017 , $250.0 million was available to be borrowed from WPC pursuant to the then current board authorization. The interest expense on these notes payable to our affiliate is included in Interest expense on the consolidated statements of operations. Acquisition Fee Payable At December 31, 2016, this balance represents the acquisition fee payable to our Advisor related to the acquisition of the Ritz-Carlton San Francisco on December 30, 2016, which was paid in the first quarter of 2017. Jointly Owned Investments At June 30, 2017 , we owned interests in two jointly-owned investments with our affiliate Carey Watermark Investors Incorporated, or CWI 1: the Marriott Sawgrass Golf Resort & Spa, a Consolidated Hotel, and the Ritz-Carlton Key Biscayne, an Unconsolidated Hotel. CWI 1 is a publicly owned, non-listed REIT that is also advised by our Advisor and invests in lodging and lodging-related properties. See Note 5 for further discussion. |