Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies |
Litigation |
The nature of the operations of the hotels exposes the hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company or its properties. |
Hotel Ground Rent |
The Altoona hotel is subject to a ground lease with an expiration date of April 30, 2029 with an extension option of up to 12 additional terms of five years each. Monthly payments are determined by the quarterly average room occupancy of the hotel. Rent is equal to approximately $7,500 per month when monthly occupancy is less than 85% and can increase up to approximately $20,000 per month if occupancy is 100%, with minimum rent increased on an annual basis by two and one-half percent (2.5%). |
At the New Rochelle Residence Inn, there is an air rights lease and garage lease that each expire on December 1, 2104. The lease agreements with the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as 128 parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Rent for 2014 is equal to approximately $29,000 per quarter. |
Future minimum rental payments under the terms of all non-cancellable operating ground leases under which the Company is the lessee are expensed on a straight-line basis regardless of when payments are due. The following is a schedule of the minimum future obligation payments required under the ground, air rights and garages leases as of September 30, 2014, for the remainder of 2014 and for each of the next four calendar years and thereafter (in thousands): |
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| Amount | | | | | | |
2014 (remaining three months) | $ | 52 | | | | | | | |
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2015 | 210 | | | | | | | |
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2016 | 212 | | | | | | | |
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2017 | 214 | | | | | | | |
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2018 | 217 | | | | | | | |
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Thereafter | 11,228 | | | | | | | |
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Total | $ | 12,133 | | | | | | | |
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Management Agreements |
The management agreements with Concord have an initial ten-year term that expires on February 28, 2017 and will renew automatically for successive one-year terms unless terminated by the TRS lessee or the manager by written notice to the other party no later than 90 days prior to the then current term’s expiration date. The management agreements may be terminated for cause, including the failure of the managed hotel to meet specified operating performance levels. If the Company were to terminate the management agreements during the first nine years of the term other than for breach or default by the manager, the Company would be responsible for paying termination fees to the manager. |
The management agreements with IHM have an initial term of five years and may be renewed for two five-year periods at IHM’s option by written notice to us no later than 90 days prior to the then current term’s expiration date. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel for no termination fee, with six months advance notice. The IHM management agreements may be terminated for cause, including the failure of the managed hotel to meet specified performance levels. |
Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation. |
Terms of the Company's management agreements at September 30, 2014 are as follows: |
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Property | Management Company | Base Management Fee | Monthly Accounting Fee | Monthly Revenue Management Fee | Incentive Management Fee |
Courtyard Altoona | Concord | 4 | % | 1,211 | | — | | — | % |
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Springhill Suites Washington | Concord | 4 | % | 991 | | — | | — | % |
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Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington | IHM | 2 | % | 1,000 | | 550 | | 1 | % |
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Homewood Suites by Hilton Minneapolis-Mall of America | IHM | 2 | % | 1,000 | | 550 | | 1 | % |
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Homewood Suites by Hilton Nashville-Brentwood | IHM | 2 | % | 1,000 | | 550 | | 1 | % |
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Homewood Suites by Hilton Dallas-Market Center | IHM | 2 | % | 1,000 | | 550 | | 1 | % |
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Homewood Suites by Hilton Hartford-Farmington | IHM | 2 | % | 1,000 | | 550 | | 1 | % |
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Homewood Suites by Hilton Orlando-Maitland | IHM | 2 | % | 1,000 | | 550 | | 1 | % |
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Homewood Suites by Hilton Carlsbad (North San Diego County) | IHM | 3 | % | 1,000 | | — | | 1 | % |
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Hampton Inn & Suites Houston-Medical Center | IHM | 3 | % | 1,000 | | — | | 1 | % |
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Residence Inn Long Island Holtsville | IHM | 3 | % | 1,000 | | — | | 1 | % |
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Residence Inn White Plains | IHM | 3 | % | 1,000 | | — | | 1 | % |
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Residence Inn New Rochelle | IHM | 3 | % | 1,000 | | — | | 1 | % |
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Residence Inn Garden Grove | IHM | 2.5 | % | 1,000 | | — | | 1 | % |
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Residence Inn Mission Valley | IHM | 2.5 | % | 1,000 | | — | | 1 | % |
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Homewood Suites by Hilton San Antonio River Walk | IHM | 2.5 | % | 1,000 | | — | | 1 | % |
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Residence Inn Washington DC | IHM | 2.5 | % | 1,000 | | — | | 1 | % |
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Residence Inn Tysons Corner | IHM | 2.5 | % | 1,000 | | — | | 1 | % |
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Hampton Inn Portland Downtown | IHM | 3 | % | 1,000 | | 550 | | 1 | % |
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Courtyard Houston | IHM | 3 | % | 1,000 | | 550 | | 1 | % |
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Hyatt Place Pittsburgh North Shore | IHM | 3 | % | 1,500 | | 1,000 | | 1 | % |
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Hampton Inn Exeter | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Hilton Garden Inn Denver Tech | IHM | 3 | % | 1,500 | | 1,000 | | 1 | % |
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Residence Inn Bellevue | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Springhill Suites Savannah | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Residence Inn Silicon Valley I | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Residence Inn Silicon Valley II | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Residence Inn San Mateo | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Residence Inn Mountain View | IHM | 3 | % | 1,200 | | 1,000 | | 1 | % |
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Hyatt Place Cherry Creek | IHM | 3 | % | 1,500 | | 1,000 | | 1 | % |
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Management fees totaled approximately $1.9 million and $0.9 million, respectively, for the three months ended September 30, 2014 and 2013, respectively, and approximately $4.4 million and $2.4 million, respectively, for the nine months ended September 30, 2014 and 2013. |
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Franchise Agreements |
The fees associated with the franchise agreements are calculated on the specified percentage of the hotel's gross room revenue. Terms of the Company's Franchise agreements as of September 30, 2014 are as follows: |
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Property | Franchise/Royalty Fee | Marketing/Program Fee | Expiration | | | | |
Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington | 4 | % | 4 | % | 2025 | | | | |
Homewood Suites by Hilton Minneapolis-Mall of America | 4 | % | 4 | % | 2025 | | | | |
Homewood Suites by Hilton Nashville-Brentwood | 4 | % | 4 | % | 2025 | | | | |
Homewood Suites by Hilton Dallas-Market Center | 4 | % | 4 | % | 2025 | | | | |
Homewood Suites by Hilton Hartford-Farmington | 4 | % | 4 | % | 2025 | | | | |
Homewood Suites by Hilton Orlando-Maitland | 4 | % | 4 | % | 2025 | | | | |
Homewood Suites by Hilton Carlsbad (North San Diego County) | 4 | % | 4 | % | 2028 | | | | |
Hampton Inn & Suites Houston-Medical Center | 5 | % | 4 | % | 2020 | | | | |
Courtyard Altoona | 5.5 | % | 2 | % | 2030 | | | | |
Springhill Suites Washington | 5 | % | 2.5 | % | 2030 | | | | |
Residence Inn Long Island Holtsville | 5.5 | % | 2.5 | % | 2025 | | | | |
Residence Inn White Plains | 5.5 | % | 2.5 | % | 2030 | | | | |
Residence Inn New Rochelle | 5.5 | % | 2.5 | % | 2030 | | | | |
Residence Inn Garden Grove | 5 | % | 2.5 | % | 2031 | | | | |
Residence Inn Mission Valley | 5 | % | 2.5 | % | 2031 | | | | |
Homewood Suites by Hilton San Antonio River Walk | 4 | % | 4 | % | 2026 | | | | |
Residence Inn Washington DC | 5.5 | % | 2.5 | % | 2033 | | | | |
Residence Inn Tysons Corner | 5 | % | 2.5 | % | 2031 | | | | |
Hampton Inn Portland Downtown | 6 | % | 4 | % | 2032 | | | | |
Courtyard Houston | 5.5 | % | 2 | % | 2030 | | | | |
Hyatt Place Pittsburgh North Shore | 5 | % | 3.5 | % | 2030 | | | | |
Hampton Inn Exeter | 6 | % | 4 | % | 2031 | | | | |
Hilton Garden Inn Denver Tech | 4.3 | % | 5.5 | % | 2028 | | | | |
Residence Inn Bellevue | 5.5 | % | 2.5 | % | 2033 | | | | |
Springhill Suites Savannah | 5 | % | 2.5 | % | 2033 | | | | |
Residence Inn Silicon Valley I | 5.5 | % | 2.5 | % | 2029 | | | | |
Residence Inn Silicon Valley II | 5.5 | % | 2.5 | % | 2029 | | | | |
Residence Inn San Mateo | 5.5 | % | 2.5 | % | 2029 | | | | |
Residence Inn Mountain View | 5.5 | % | 2.5 | % | 2029 | | | | |
Hyatt Place Cherry Creek | 3-5.0% | | 3.5 | % | 2034 | | | | |
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Franchise fees totaled approximately $4.7 million and $2.7 million, respectively, for the three months ended September 30, 2014 and 2013, respectively, and approximately $11.1 million and $6.8 million, respectively, for the nine months ended September 30, 2014 and 2013. |