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Commitments And Contingencies And Related Party Transactions
3 Months Ended
Mar. 31, 2016
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, and certain of our joint venture entities engage 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 months ended March 31, 2016 and 2015, base management fees incurred totaled $3,025 and $2,670, respectively, and are recorded as Hotel Operating Expenses. For the three months ended March 31, 2016 and 2015, 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 months ended March 31, 2016 and 2015 were $5,895 and $5,590, 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 months ended March 31, 2016 and 2015, the Company incurred accounting fees of $392 and $360,  respectively. For the three months ended March 31, 2016 and 2015, the Company incurred information technology fees of $141 and $106, 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 months ended March 31, 2016 and 2015, we incurred fees of $447 and $147,  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 certain of our officers and 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 months ended March 31, 2016 and 2015, we incurred charges for hotel supplies of $21 and $23,  respectively. For the three months ended March 31, 2016 and 2015, we incurred charges for capital expenditure purchases of $882 and $1,360, 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 and $3 is included in accounts payable at March 31, 2016 and December 31, 2015, respectively.



Due From Related Parties



The due from related parties balance as of March 31, 2016 and December 31, 2015 was approximately $6,286 and $6,243, respectively. The balances primarily consisted of working capital deposits made to HHMLP and related party service providers.



Due to Related Parties



The balance due to related parties as of March 31, 2016 and December 31, 2015 was approximately $3,844 and $8,789, respectively. The balances consisted of amounts payable to HHMLP and related party service providers for administrative, management, and benefit related fees.

 

Hotel Ground Rent



For the three months ended March 31, 2016 and 2015, we incurred $893 and $728, respectively, of rent expense payable pursuant to ground leases related to certain hotel properties.