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Related Party Transactions
9 Months Ended
Oct. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

4. RELATED PARTY TRANSACTIONS

 

On January 1, 2012, Tucson Hospitality Properties LLP, a subsidiary of the Trust, entered into a $1,000,000 Demand/Revolving Line of Credit/Promissory Note or Note Receivable with Rare Earth Financial, LLC (“Rare Earth”), depending on whether amounts are due to or due from Rare Earth. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable bore interest at 7.0% per annum, was interest only quarterly and was set to mature on January 31, 2015. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable was amended on July 1, 2014 to extend the maturity date to March 31, 2015, and increase the maximum borrowing capacity from $1,000,000 to $1,400,000. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable was further amended on October 27, 2014 to increase the maximum borrowing capacity from $1,400,000 to $2,000,000. As of July 31, 2015, the Demand/Revolving Line of Credit/Promissory Note or Note Receivable has been paid in full and is closed. No prepayment penalty existed on the Demand/Revolving Line of Credit/Promissory Note or Note Receivable.

 

On December 1, 2014, the Trust entered into a $1,000,000 net maximum Demand/Revolving Line of Credit/Promissory Note with Rare Earth. The Demand/Revolving Line of Credit/Promissory Note bears interest at 7.0% per annum, is interest only quarterly and matures on December 31, 2017. No prepayment penalty exists on the Demand/Revolving Line of Credit/Promissory Note. The balance fluctuates significantly through the period. The Demand/Revolving Line of Credit/Promissory Note has a net maximum borrowing capacity of $1,000,000.

 

The above Demand/Revolving Line of Credit/Promissory Note or Note Receivable is presented as one line item on the balance sheet and totaled a receivable of $24,651  and payable of $541,710 at October 31, 2015 and January 31, 2015, respectively.

 

On October 7, 2015, the Trust entered into a certain Securities Purchase Agreement with Rare Earth, Charles E. Strickland and Minda L. Soller and Guy Hayden III for the sale of the aggregate number of 440,000 Shares of Beneficial Interest of the Trust, at a purchase price of $2.50 per Share, for the gross aggregate proceeds of $1,100,000 to the Trust. Pursuant to the Agreement, Rare Earth, whose managing member is James F. Wirth, the Chairman and Chief Executive Officer of the Trust, purchased 200,000 Shares of Beneficial Interest of the Trust on the same terms and conditions as the other purchasers. Rare Earth is wholly owned by Mr. Wirth and his family members, including Pamela Barnhill, Vice Chairperson and President of the Trust.

 

As of October 31, 2015 and January 31, 2015, Mr. Wirth and his affiliates held 3,407,938 Class B Partnership units, which represented 25.80% of the total outstanding Partnership units. As of October 31, 2015 and January 31, 2015, Mr. Wirth and his affiliates held 6,153,276 and 6,053,276, respectively, Shares of Beneficial Interest in the Trust, which represented 67.54% and 73.2%, respectively, of the total issued and outstanding Shares of Beneficial Interest . For the nine months ending October 31, 2015 and for the fiscal year ending January 31, 2015, Mr. Wirth’s affiliates paid the Trust $193,360 and $278,210 respectively for management and licensing fees. As of October 31, 2015 and January 31, 2015, Mr. Wirth’s affiliates were owed a net $24,651 and $0 to the Trust which is recorded as a receivable on the Trust’s financial statements.

 

See “Related Party Transactions” footnote in our Form 10-K Annual Report filed on April 30, 2015 with the Securities Exchange Commission and our Note 7 – “Sale of Ownership Interests in Subsidiaries.”