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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2019
Commitments And Contingencies Disclosure [Abstract] |
Commitments and Contingencies | 6. Commitments and Contingencies Ground, Building, Parking and Land Leases – We lease 2,086 square feet of commercial space next to The DeSoto for use as an office, retail or conference space, or for any related or ancillary purposes for the hotel and/or atrium space. In December 2007, we signed an amendment to the lease to include rights to the outdoor esplanade adjacent to the leased commercial space. The areas are leased under a six-year operating lease, which expired October 31, 2006 and has been renewed for the third of three optional five-year renewal periods expiring October 31, 2011, October 31, 2016 and October 31, 2021, respectively. Rent expense for this operating lease for each of the three and nine months ended September 30, 2019 and 2018 totaled $18,246 and $54,738, respectively. We lease, as landlord, the entire fourteenth floor of The DeSoto hotel property to The Chatham Club, Inc. under a ninety-nine year lease expiring July 31, 2086. This lease was assumed upon the purchase of the building under the terms and conditions agreed to by the previous owner of the property. No rental income is recognized under the terms of this lease as the original lump sum rent payment of $990 was received by the previous owner and not prorated over the life of the lease. We lease land adjacent to the Hotel Alba for use as parking under a five-year renewable agreement with the Florida Department of Transportation that commenced in July 2009. In May 2014, we extended the agreement for an additional five years. The agreement expires in July 2024. The agreement requires annual payments of $2,432, plus tax, and may be renewed for an additional five years. Rent expense for the three and nine months ended September 30, 2019, totaled $412 and $1,713, respectively, and for the three and nine months ended September 30, 2018, totaled $651 and $1,952, respectively. We lease 5,216 square feet of commercial office space in Williamsburg, Virginia under an agreement, as amended, that commenced September 1, 2009 and was extended until such date as we take possession of new premises under a contingent lease with the same landlord, which is expected to occur in December 2019. Rent expense for the three-month periods ended September 30, 2019 and 2018 totaled $26,984 and $23,775, respectively and for the nine-month periods ended September 30, 2019 and 2018, totaled $80,952 and $68,874. We have agreed to lease approximately 8,500 square feet of commercial office space in Williamsburg, Virginia under an agreement with a ten-year term commencing upon occupancy of the premises, which is expected to occur in December 2019. The initial annual rent under the agreement is $218,875, with the rent for each successive annual period increasing by 3.0% over the prior annual period’s rent. The annual rent will be offset by a tenant improvement allowance of $200,000, to be applied against one-half of each monthly rent payment until such time as the tenant improvement allowance is exhausted. We lease the land underlying all of the Hyatt Centric Arlington hotel pursuant to a ground lease. The ground lease requires us to make rental payments of $50,000 per year in base rent and percentage rent equal to 3.5% of gross room revenue in excess of certain thresholds, as defined in the ground lease agreement. The initial term of the ground lease expires in 2025 and may be extended for five additional renewal periods of 10 years each. Rent expense for the three months ended September 30, 2019 and 2018, was $141,587 and $136,813, respectively and for the nine months ended September 30, 2019 and 2018 was $474,945 and $392,042, respectively. We entered into a 20-year parking and cabana management agreement for the parking garage and poolside cabanas associated with the Hyde Beach House. The parking and cabana embedded lease requires us to make rental payments of $270,100 per year in base rent. The initial term of the parking garage and cabana lease expires in 2034 and may be extended for four additional renewal periods of 5 years each. There was no rent expense for the 4 days of September 2019. We also lease certain parking space, storage facilities, furniture and equipment under financing arrangements expiring between July 2019 and June 2025. A schedule of minimum future lease payments for the following three and twelve-month periods is as follows:
For the remaining three months ending December 31, 2019 |  | $ | 112,769 |
December 31, 2020 |  |  | 423,331 |
December 31, 2021 |  |  | 412,099 |
December 31, 2022 |  |  | 400,100 |
December 31, 2023 |  |  | 363,529 |
December 31, 2024 and thereafter |  |  | 2,898,146 |
Total |  | $ | 4,609,974 |
Employment Agreements - The Company has entered into various employment contracts with employees that could result in obligations to the Company in the event of a change in control or termination without cause. Management Agreements – As of September 30, 2019, the Hyatt Centric Arlington hotel operated under a management agreement with Highgate Hotels L.P. The management agreement has an initial term of three years expiring March 1, 2021. As of September 30, 2019, the eleven remaining wholly-owned hotels and the rental program and condominium association of the Hyde Resort & Residences operated under management agreements with Chesapeake Hospitality (see Note 9). The management agreements expire between January 1, 2020 and December 31, 2020, and may be extended for up to two additional periods of five years each subject to the approval of both parties. Each of the individual hotel management agreements may be terminated earlier than the stated term upon the sale of the hotel covered by the respective management agreement, in which case we may incur early termination fees. On September 6, 2019, we entered into a master agreement with Newport Hospitality Group, Inc., a Virginia corporation, and Our Town Hospitality LLC, a Virginia limited liability company relating to the management of ten of our hotels. The master agreement is designed to address the scheduled termination on January 1, 2020 of certain individual hotel management agreements by and between us and Chesapeake Hospitality. On July 15, 2019 we notified Chesapeake Hospitality of our intent not to renew or extend the expiring hotel management agreements. The new master agreement establishes terms for new hotel management agreements governing the management of our hotels. Chesapeake Hospitality has committed to providing assistance in transitioning the hotels to a new manager. Franchise Agreements – As of September 30, 2019, nine of our hotels operated under franchise licenses from national hotel companies. Under the franchise agreements, we are required to pay a franchise fee generally between 3.0% and 5.0% of room revenues, 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 revenues from the hotels. The franchise agreements expire between November 2021 and March 2038. Each of our franchise agreements provides for early termination fees in the event the agreement is terminated before the stated term. Restricted Cash Reserves – Each month, we are required to escrow with the lenders on the Hotel Ballast, The DeSoto, the DoubleTree by Hilton Raleigh Brownstone-University, the DoubleTree by Hilton Jacksonville Riverside, the DoubleTree Resort by Hilton Hollywood Beach, and the Georgian Terrace an amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties. We are also required by several of our lenders to establish individual property improvement funds to cover the cost of replacing capital assets at our properties. Each month, those contributions equal 4.0% of gross revenues for the Hotel Ballast, The DeSoto, the DoubleTree by Hilton Raleigh Brownstone–University, the DoubleTree by Hilton Jacksonville Riverside, the DoubleTree Resort by Hilton Hollywood Beach, The Whitehall and the Georgian Terrace and equal 4.0% of room revenues for the DoubleTree by Hilton Philadelphia Airport and the Hyatt Centric Arlington. ESOP Loan Commitment – The Company’s board of directors approved the ESOP on November 29, 2016, which was adopted by the Company in December 2016 and effective January 1, 2016. The ESOP is a non-contributory defined contribution plan covering all employees of the Company. The ESOP is a leveraged ESOP, meaning the contributed funds are loaned to the ESOP from the Company. The Company entered into a loan agreement with the ESOP on December 29, 2016, pursuant to which the ESOP may borrow up to $5.0 million to purchase shares of the Company’s common stock on the open market. Under the loan agreement, the aggregate principal amount outstanding at any time may not exceed $5.0 million and the ESOP may borrow additional funds up to that limit in the future, until December 29, 2036. Litigation –We are involved in routine litigation arising out of the ordinary course of business, all of which we expect to be covered by insurance and we believe it is not reasonably possible such matters will have a material adverse impact on our financial condition or results of operations or cash flows.

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