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Commitments And Contingencies And Related Party Transactions
6 Months Ended
Jun. 30, 2014
Commitments And Contingencies And Related Party Transactions [Abstract]  
Commitments And Contingencies And Related Party Transactions

NOTE 6 – COMMITMENTS AND CONTINGENCIES AND RELATED PARTY TRANSACTIONS

 

Management Agreements

 

Our wholly-owned taxable REIT subsidiary ("TRS"), 44 New England, engages eligible independent contractors in accordance with the requirements for qualification as a REIT under the internal revenue code of 1986, as amended, including HHMLP, as the property managers for hotels it leases from us pursuant to management agreements. HHMLP is owned, in part, by certain executives and trustees of the Company. Our management agreements with HHMLP provide for five-year terms and are subject to early termination upon the occurrence of defaults and certain other events described therein. As required under the REIT qualification rules, HHMLP must qualify as an “eligible independent contractor” during the term of the management agreements. Under the management agreements, HHMLP generally pays the operating expenses of our hotels. All operating expenses or other expenses incurred by HHMLP in performing its authorized duties are reimbursed or borne by our TRS to the extent the operating expenses or other expenses are incurred within the limits of the applicable approved hotel operating budget. HHMLP is not obligated to advance any of its own funds for operating expenses of a hotel or to incur any liability in connection with operating a hotel. Management agreements with other unaffiliated hotel management companies have similar terms.

 

For its services, HHMLP receives a base management fee and, if a hotel exceeds certain thresholds, an incentive management fee. The base management fee for a hotel is due monthly and is equal to 3% of gross revenues associated with each hotel managed for the related month. The incentive management fee, if any, for a hotel is due annually in arrears on the ninetieth day following the end of each fiscal year and is based upon the financial performance of the hotels. For the three and six months ended June 30, 2014 and 2013, base management fees incurred totaled $3,265 and $3,172 and $5,726 and $5,438, respectively, and are recorded as Hotel Operating Expenses. For the three and six months ended June 30, 2014 and 2013, we did not incur incentive management fees.

 

Franchise Agreements

 

Our branded hotel properties are operated under franchise agreements assumed by the hotel property lessee. The franchise agreements have 10 to 20 year terms, but may be terminated by either the franchisee or franchisor on certain anniversary dates specified in the agreements. The franchise agreements require annual payments for franchise royalties, reservation, and advertising services, and such payments are based upon percentages of gross room revenue. These payments are paid by the hotels and charged to expense as incurred. Franchise fee expenses for the three and six months ended June 30, 2014 and 2013 were $6,924 and $7,130 and $11,992 and $12,290, respectively, and are recorded in Hotel Operating Expenses. The initial fees incurred to enter into the franchise agreements are amortized over the life of the franchise agreements.

 

Accounting and Information Technology Fees

 

Each of the wholly-owned hotels and consolidated joint venture hotel properties managed by HHMLP incurs a monthly accounting and information technology fee. Monthly fees for accounting services are between $2 and $3 per property and monthly information technology fees range from $1 to $2 per property. For the three and six months ended June 30, 2014 and 2013, the Company incurred accounting fees of $344 and $436 and $702 and $862,  respectively. For the three and six months ended June 30, 2014 and 2013, the Company incurred information technology fees of $102 and $128 and $208 and $252, respectively. Accounting fees and information technology fees are included in Hotel Operating Expenses.

 

Capital Expenditure Fees

 

HHMLP charges a 5% fee on all capital expenditures and pending renovation projects at the properties as compensation for procurement services related to capital expenditures and for project management of renovation projects. For the three and six months ended June 30, 2014 and 2013, we incurred fees of $157 and $389 and $445 and $841,  respectively, which were capitalized with the cost of fixed asset additions.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES AND RELATED PARTY TRANSACTIONS (CONTINUED)

 

Acquisitions from Affiliates

 

We have entered into an option agreement with each of our officers and certain trustees such that we obtain a right of first refusal to purchase any hotel owned or developed in the future by these individuals or entities controlled by them at fair market value. This right of first refusal would apply to each party until one year after such party ceases to be an officer or trustee of the Company. Our Acquisition Committee of the Board of Trustees is comprised solely of independent trustees, and the purchase prices and all material terms of the purchase of hotels from related parties are approved by the Acquisition Committee.

 

Hotel Supplies

 

For the three and six months ended June 30, 2014 and 2013, we incurred charges for hotel supplies of $46 and $65 and $97 and $101,  respectively. For the three and six months ended June 30, 2014 and 2013, we incurred charges for capital expenditure purchases of $1,008 and $5,772 and $5,524 and $11,587, respectively. These purchases were made from Hersha Purchasing and Design, a hotel supply company owned, in part, by certain executives and trustees of the Company. Hotel supplies are expensed and included in Hotel Operating Expenses on our consolidated statements of operations, and capital expenditure purchases are included in investment in hotel properties on our consolidated balance sheets. Approximately $2 is included in accounts payable at both June 30, 2014 and December 31, 2013, respectively.

 

Due From Related Parties

 

The due from related parties balance as of June 30, 2014 and December 31, 2013 was approximately $6,358 and $11,124, respectively. The balances primarily consisted of working capital deposits made to Hersha affiliates.

 

Due to Related Parties

 

The balance due to related parties as of June 30, 2014 and December 31, 2013 was approximately $6,386 and $4,815, respectively. The balances consisted of amounts payable to HHMLP for administrative, management, and benefit related fees.

 

Hotel Ground Rent

 

For the three and six months ended June 30, 2014 and 2013, we incurred $595 and $266 and $1,005 and $494, respectively, of rent expense payable pursuant to ground leases related to certain hotel properties.

 

Contingent Liability

 

As noted in “Note 2 – Investment in Hotel Properties”, the purchase agreement for the acquisition of the Parrot Key Resort in Key West, FL, contains a provision that entitles the seller to additional consideration of $2,000 contingent upon the hotel achieving certain net operating income thresholds within twelve months of acquisition. At the time of acquisition and upon remeasurement at June 30, 2014, no liability was recorded as the fair market value of the contingent consideration was determined to be $0.  The maximum cash payment under this arrangement is $2,000 in 2015.