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Commitments And Contingencies
9 Months Ended
Sep. 30, 2016
Commitments And Contingencies [Abstract]  
Commitments And Contingencies

NOTE 14.  COMMITMENTS AND CONTINGENCIES



Management Agreements



Our TRS engages eligible independent contractors as property managers for each of our hotels in accordance with the requirements for qualification as a REIT.  The hotel management agreements provide that the management companies have control of all operational aspects of the hotels, including employee-related matters. The management companies must generally maintain each hotel under their management in good repair and condition and perform routine maintenance, repairs, and minor alterations. Additionally, the management companies must operate the hotels in accordance with the national franchise agreements that cover the hotels, which includes, as applicable, using franchisor sales and reservation systems and abiding by the franchisors’ marketing standards.  The management agreements generally require the TRS to fund debt service, working capital needs, and capital expenditures and to fund the management companies third-party operating expenses, except those expenses not related to the operation of the hotels. The TRS also is responsible for obtaining and maintaining certain insurance policies with respect to the hotels.



Each of the management companies employed by the TRS at September 30, 2016 receive a base monthly management fee of 3.0% to 3.5% of gross hotel revenue, with incentives for performance which increase such fee to a maximum of 5.0%. For the three months ended September 30, 2016 and 2015, base management fees incurred totaled $434 and $517, respectively, of which $434 and $501, respectively, was included in continuing operations as hotel and property operations expense.  Incentive management fees, included in continuing operations in their entirety, totaled $0 and $143, respectively, for the three months ended September 30, 2016 and 2015.  For the nine months ended September 30, 2016 and 2015, base management fees incurred totaled $1,285 and $1,877, respectively, of which $1,285 and $1,770, respectively, was included in continuing operations as hotel and property operations expense. For the nine months ended September 30, 2016 and 2015, incentive management fees, included in continuing operations in their entirety, totaled $21 and $143, respectively.



The management agreements generally have initial terms of one to three years and renew for additional terms of one year unless either party to the agreement gives the other party written notice of termination at least 90 days before the end of a term. The Company may terminate a management agreement, subject to cure rights, if certain performance metrics tied to both individual hotel and total managed portfolio performance are not met. The Company may also terminate a management agreement with respect to a hotel at any time without reason upon payment of a termination fee. The management agreements terminate with respect to a hotel upon sale of the hotel, subject to certain notice requirements.



Franchise Agreements



As of September 30, 2016, 26 of our 27 wholly owned properties operate under franchise licenses from national hotel companies.  Under our franchise agreements, we are required to pay franchise fees generally between 3.3% and 5.5% of room revenue, plus additional fees for marketing, central reservation systems, and other franchisor programs and services that amount to between 2.5% and 6.0% of room revenue. The franchise agreements typically have 10 to 25 year terms although certain agreements may be terminated by either party on certain anniversary dates specified in the agreements.  Further, each agreement provides for early termination fees in the event the agreement is terminated before the stated term.  Franchise fee expense totaled $856 and $1,068,  for the three months ended September 30, 2016 and 2015, respectively,  all of which was included in continuing operations as hotel and property operations expense. Franchise fee expense totaled $2,499 and $3,040, respectively, for the nine months ended September 30, 2016 and 2015, of which $2,499 and $3,010, respectively, was included in continuing operations as hotel and property operations expense. The initial fees incurred to enter into the franchise agreements are capitalized and amortized over the life of the franchise agreements.



Leases



The Company assumed land lease agreements at the time of purchase related to three hotels owned at September 30, 2016.  One lease requires monthly payments of the greater of $2 or 5% of room revenue. The second lease requires annual payments of $34, with approximately $3 increases every five years throughout 12 optional renewal periods and is associated with a held for sale property at September 30, 2016. The third lease requires annual lease payments of $13.  Land lease expense totaled $31 and $27, respectively, for the three months ended September 30, 2016 and 2015, all of which was included in continuing operations as hotel and property operations expense. Land lease expense totaled $84 and $78, respectively, for the nine months ended September 30, 2016 and 2015, all of which was included in continuing operations as hotel and property operations expense.



The Company entered into office lease agreements in May of 2010 and December of 2011, each of which matures in 2016 with the option to renew an additional five years.  In March 2016, the Company entered into a new office lease to replace one of these expiring office leases; the lease is a five year lease with rent not significantly different than that of the expiring lease.  Effective June 1, 2016, the Company also entered into an additional new office lease with a 39 month lease term and monthly payments averaging $6Office lease expense totaled $51 and $40 in the three months ended September 30, 2016 and 2015, respectively, and $145 and $120 in the nine months ended September 30, 2016 and 2015, respectively, and is included in general and administrative expense. 



Obligation to RES



The Company had an obligation to RES to use $25,000 of the proceeds from its capital infusion in 2012 to pursue hotel acquisitions (see Note 9). There are no contractual restrictions or penalties related to the use of these funds for purposes other than acquisitions, but the Company was obligated to replace these funds promptly as it had the ability to do so. Following the completion of the three hotel acquisitions in 2015 (see Note 2) and the acquisition made through the Atlanta JV in August 2016 (see Note 3), the Company believes it has satisfied this obligation.



Litigation



Various claims and legal proceedings arise in the ordinary course of business and may be pending against the Company and its properties.  We are not currently involved in any material litigation, nor, to our knowledge, is any material litigation threatened against us.  The Company has insurance to cover potential material losses and we believe it is not reasonably possible that such matters will have a material impact on our financial condition or results of operations.