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, which we refer to herein as the Advisory Agreement, to perform certain services for us under a fee arrangement, including managing our overall business, our investments and 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, which we refer to herein as the Subadvisory Agreement, 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 in return for certain personnel services. 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 March 31, 2018 2017 Amounts Included in the Consolidated Statements of Operations Asset management fees $ 2,579 $ 1,945 Available Cash Distributions 1,455 1,607 Personnel and overhead reimbursements 996 875 Interest expense — 332 Accretion of interest on annual distribution and shareholder servicing fee (a) — 109 Acquisition fees — 22 $ 5,030 $ 4,890 Other Transaction Fees Incurred Organization and offering costs $ — $ 589 Selling commissions and dealer manager fees — 11,428 Annual distribution and shareholder servicing fee (a) — 8,347 $ — $ 20,364 ___________ (a) Starting with the third quarter 2017 distribution and shareholder servicing fee (which was paid in October 2017), we began making payments directly to selected dealers rather than through Carey Financial, LLC, or Carey Financial, a subsidiary of WPC and the former dealer manager of our offering, therefore this activity is no longer considered a related party transaction. The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): March 31, 2018 December 31, 2017 Amounts Due to Related Parties and Affiliates Asset management fees and other to our Advisor $ 944 $ 877 Reimbursable costs to our Advisor 896 768 Other amounts due to related parties and affiliates 5 — Organization and offering costs to our Advisor — 81 $ 1,845 $ 1,726 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. 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 net asset value per share, or NAV, for Class A shares. For the three months ended March 31, 2018 and 2017 , $2.5 million and $1.7 million , respectively, in asset management fees were settled in shares of our Class A common stock. At March 31, 2018 , our Advisor owned 1,799,545 shares ( 2.0% ) of our outstanding common stock. Asset management fees are included in Asset management fees to affiliate and other in the consolidated financial statements. 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, 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. 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. 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, or RSUs, to employees of the Subadvisor pursuant to our 2015 Equity Incentive Plan. Selling Commissions and Dealer Manager Fees Pursuant to our former dealer manager agreement with Carey Financial, Carey Financial received a selling commission for sales of our Class A and Class T common stock. During the three months ended March 31, 2017, 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 in 2017, we adjusted our offering prices 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, which were paid through the termination of our offering on July 31, 2017. The selling commissions were re-allowed and a portion of the dealer manager fees could have been re-allowed to selected dealers. These amounts are recorded in Additional paid-in capital in the consolidated financial statements. During the three months ended March 31, 2017 , we paid selling commissions and dealer manager fees totaling $11.5 million . No such fees were paid during the three months ended March 31, 2018. We also pay an annual distribution and shareholder servicing fee in connection with our Class T common stock. The amount of the distribution and shareholder servicing fee is 1.0% of the amount of our NAV per Class T common stock. 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 July 31, 2023; the fees may end sooner if the total underwriting compensation 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 date. During the three months ended March 31, 2017 , $8.3 million of distribution and shareholder servicing fees were charged to stockholders’ equity and $1.0 million of such fees were paid to Carey Financial, which it may have re-allowed to selected dealers. Beginning with the payment for the third quarter of 2017, which was paid in October 2017, the distribution and shareholder servicing fee was paid by us directly to selected dealers rather than through Carey Financial, therefore this activity is no longer considered a related party transaction. There is no change in the amount of distribution and shareholder servicing fees that we incur. Organization and Offering Costs Pursuant to the Advisory Agreement, we were liable for certain expenses related to our public offering, which were deducted from the gross proceeds of the offering. We reimbursed Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that were supported by a detailed and itemized invoice. Our Advisor was reimbursed for all organization expenses and offering costs incurred in connection with our offering (excluding selling commissions and the dealer manager fees), which terminated on July 31, 2017. Through March 31, 2018 , our Advisor incurred organization and offering costs on our behalf of approximately $9.1 million , all of which we were obligated to pay and had paid as of March 31, 2018 . During the offering period, costs incurred in connection with raising of capital were recorded as deferred offering costs. Upon receipt of offering proceeds, we charged the deferred offering costs to stockholders’ equity. During the three months ended March 31, 2017 , $1.0 million of deferred offering costs were charged to stockholders’ equity. No such costs were charged to stockholders’ equity during the three months ended March 31, 2018. Other Transactions with Affiliates On October 19, 2017, we entered into a $25.0 million secured credit facility with WPC to fund our working capital needs, which we refer to as the Working Capital Facility, and all previous authorizations regarding loans from WPC were terminated. The loan bears interest at the London Interbank Offered Rate, or LIBOR, plus 1.0% and matures on the earlier of December 31, 2018 and the expiration or termination of the Advisory Agreement. We serve as guarantor of the Working Capital Facility and have pledged our unencumbered equity interest in certain properties as collateral, as further described in the related pledge and security agreement. As of the date of this Report, no amounts are outstanding under the Working Capital Facility. Jointly Owned Investments At March 31, 2018 , we owned interests in three jointly owned investments with our affiliate CWI 1: the Marriott Sawgrass Golf Resort & Spa, a Consolidated Hotel, and the Ritz-Carlton Key Biscayne and the Ritz-Carlton Bacara, Santa Barbara, both Unconsolidated Hotels. A third-party also owns an interest in the Ritz-Carlton Key Biscayne. 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. |