Related Parties | 3 Months Ended |
Mar. 31, 2015 |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 5. Related Parties |
|
The Company has, and is expected to continue to engage in, significant transactions with related parties. These transactions cannot be construed to be at arm’s length and the results of the Company’s operations may be different if these transactions were conducted with non-related parties. The Company’s independent members of the Board of Directors oversee and annually review the Company’s related party relationships (including the relationships discussed in this section) and are required to approve any significant modifications to existing relationships, as well as any new significant related party transactions. The Board of Directors is not required to approve each individual transaction that falls under the related party relationships. However, under the direction of the Board of Directors, at least one member of the Company’s senior management team approves each related party transaction. There have been no changes to the contracts and relationships discussed in the Company’s 2014 Annual Report on Form 10-K. Below is a summary of the related party relationships in effect and transactions that occurred during the three months ended March 31, 2015 and 2014. |
|
The Company is externally managed and does not have any employees. ASRG provides the Company with property acquisition and disposition services. Its advisor, A10A, provides the Company with its day-to-day management services. The Company pays fees and reimburses certain expenses to A10A and ASRG for these services. Effective March 1, 2014, A10A subcontracted its obligations to Apple Hospitality REIT, Inc. (“Apple Hospitality”). The subcontract agreement provides that Apple Hospitality provides to the Company the advisory services contemplated under the A10A advisory agreement and Apple Hospitality receives the fees and expense reimbursements payable under the A10A advisory agreement from the Company. The subcontract agreement has no impact on the Company’s advisory agreement with A10A. |
|
Glade M. Knight, the Company’s Chairman and Chief Executive Officer, is also Executive Chairman of Apple Hospitality, and owns ASRG and A10A. Effective January 1, 2015, Justin G. Knight, the Company’s President, was appointed to the Board of Directors of Apple Hospitality. He also serves as President and Chief Executive Officer of Apple Hospitality. |
|
ASRG Agreement |
|
The Company has a contract with ASRG to acquire and dispose of real estate assets for the Company. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses is paid to ASRG for these services. As of March 31, 2015, payments to ASRG for fees under the terms of this contract have totaled approximately $18.9 million since inception. Of this amount, the Company incurred $1.5 million and $0.9 million, respectively, for the three months ended March 31, 2015 and 2014, which is included in acquisition related costs in the Company’s consolidated statements of operations. |
|
A10A Agreement |
|
Under the Advisory Agreement, A10A provides management services to the Company. As discussed above, effective March 1, 2014, A10A subcontracts its obligations under this agreement to Apple Hospitality. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by the Company, in addition to certain reimbursable expenses as described below, is payable to Apple Hospitality for these management services. |
|
Total advisory fees incurred by the Company under the Advisory Agreement are included in general and administrative expenses and totaled approximately $0.4 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively. Of these amounts, $0.4 million and $0.1 million was paid to Apple Hospitality for the three months ended March 31, 2015 and 2014, respectively, pursuant to the subcontract agreement. |
|
Advisors Cost Sharing Structure |
|
In addition to the fees payable to ASRG and A10A, the Company reimbursed to ASRG or A10A, or paid directly to Apple Hospitality on behalf of ASRG or A10A, approximately $0.7 million and $0.6 million for the three months ended March 31, 2015 and 2014. The costs are included in general and administrative expenses and are for the Company’s allocated share of the staffing and related costs provided by Apple Hospitality through its relationships with A10A and ASRG. |
|
As part of the cost sharing arrangements, certain day-to-day transactions may result in amounts due to or from Apple Hospitality. To efficiently manage cash disbursements, the Company, Apple Hospitality, A10A or ASRG may make payments for any or all of the related companies. Under the cash management process, each of the companies may advance or defer up to $1 million at any time. Each month, any outstanding amounts are settled among the affected companies. This process allows each company to minimize its cash on hand, which, in turn, reduces the cost of each company’s credit facility. The amounts outstanding at any point in time are not significant to any of the companies. |
|
Apple Air Holding, LLC (“Apple Air”) Membership Interest |
|
Included in other assets, net on the Company’s consolidated balance sheet as of March 31, 2015 and December 31, 2014 is a 26% equity investment in Apple Air. As of March 31, 2015, the other member of Apple Air was Apple Hospitality, which owned a 74% interest. The Company’s equity investment was approximately $0.9 million as of March 31, 2015 and December 31, 2014. The Company has recorded its share of income and losses of the entity under the equity method of accounting and adjusted its investment in Apple Air accordingly. For the three months ended March 31, 2015 and 2014, the Company recorded a loss of approximately $71,000 and $62,000 as its share of the net loss of Apple Air, which primarily relates to the depreciation of the aircraft, and is included in general and administrative expense in the Company’s consolidated statements of operations. Through its equity investment, the Company has access to Apple Air’s aircraft primarily for acquisition, asset management and renovation purposes. Total costs paid for the usage of the aircraft for the three months ended March 31, 2015 and 2014 were approximately $27,000 and $55,000. |
|