Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 |
Related Party Transactions | |
Related Party Transactions | 5.Related Party Transactions |
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We have relationships and historical and continuing transactions with Reit Management & Research LLC, or RMR, and others affiliated with RMR. We also have relationships and historical and continuing transactions with other companies to which RMR provides management services and which have directors, trustees and officers who are also directors or officers of us or RMR. For further information about these and other such relationships and certain other related person transactions, please refer to our Annual Report. |
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Relationship with HPT |
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As of March 31, 2015, HPT owned 3,420,000, or 8.9%, of our common shares outstanding. We have two leases with HPT, the TA Lease for 144 properties, and the Petro Lease for 40 properties, and we refer to the TA Lease and the Petro Lease together as the HPT Leases. The following table summarizes the various amounts related to the HPT Leases and other leases that are reflected in real estate rent expense in our condensed consolidated statements of income and comprehensive income. |
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| | Three Months Ended March 31, | |
| | 2015 | | 2014 | |
Cash payments for rent under the HPT Leases | | $ | 57,516 | | $ | 55,146 | |
Change in accrued estimated percentage rent | | (104 | ) | 618 | |
Adjustments to recognize expense on a straight line basis | | (452 | ) | (341 | ) |
Less sale-leaseback financing obligation amortization | | (636 | ) | (589 | ) |
Less portion of rent payments recognized as interest expense | | (1,452 | ) | (1,470 | ) |
Less deferred tenant improvements allowance amortization | | (1,692 | ) | (1,692 | ) |
Amortization of deferred gain on sale-leaseback transactions | | (96 | ) | (96 | ) |
Rent expense related to HPT Leases | | 53,084 | | 51,576 | |
Rent paid to others (1) | | 2,621 | | 2,685 | |
Adjustments to recognize expense on a straight line basis for other leases | | (101 | ) | (57 | ) |
Total real estate rent expense | | $ | 55,604 | | $ | 54,204 | |
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| -1 | | Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT. | | | | |
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The following table summarizes the various amounts related to the HPT Leases that are included in our condensed consolidated balance sheets. |
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| | March 31, | | December 31, | |
| | 2015 | | 2014 | |
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Current HPT Leases liabilities: | | | | | |
Accrued rent | | $ | 19,473 | | $ | 19,407 | |
Sale-leaseback financing obligation (1) | | 2,619 | | 2,547 | |
Straight line rent accrual (2) | | 2,539 | | 2,529 | |
Deferred gain on sale-leaseback transactions (3) | | 385 | | 385 | |
Deferred tenant improvements allowance (4) | | 6,769 | | 6,769 | |
Total Current HPT Leases liabilities | | $ | 31,785 | | $ | 31,637 | |
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Noncurrent HPT Leases liabilities: | | | | | |
Deferred rent obligation (5) | | $ | 150,000 | | $ | 150,000 | |
Sale-leaseback financing obligation (1) | | 82,374 | | 82,591 | |
Straight line rent accrual (2) | | 49,595 | | 50,234 | |
Deferred gain on sale-leaseback transactions (3) | | 2,636 | | 2,732 | |
Deferred tenant improvements allowance (4) | | 45,685 | | 47,377 | |
Total Noncurrent HPT Leases liabilities | | $ | 330,290 | | $ | 332,934 | |
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| -1 | | Sale-leaseback Financing Obligation. In 2007, when we entered the TA Lease, we recognized in our condensed consolidated balance sheets the leased assets at thirteen properties (eight as of March 31, 2015) previously owned by our predecessor that we now lease from HPT because we subleased more than a minor portion of those properties to third parties, and one property that did not qualify for operating lease treatment for other reasons. Accordingly, we recorded the leased assets at these properties at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale-leaseback financing obligation in our condensed consolidated balance sheets. In addition, sales to HPT of improvements at these properties are accounted for as sale-leaseback financing transactions and these liabilities are increased by the amount of proceeds we receive from HPT. We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale-leaseback financing obligation and a portion as interest expense in our condensed consolidated statements of income and comprehensive income. The amounts allocated to interest expense during the three months ended March 31, 2015 and 2014, were $1,452 and $1,470, respectively. | | | | |
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| -2 | | Straight Line Rent Accrual. The TA Lease included scheduled rent increases over the first six years of the lease term, as do certain of the leases for properties we sublease from HPT, the rent for which we pay directly to HPT’s landlords. Also, under our leases with HPT, we are obligated to pay to HPT at lease expiration an amount equal to an estimate of the cost to remove the underground storage tanks that we would incur had we owned the underlying assets. We recognize the effects of scheduled rent increases and the future payment to HPT for the estimated cost of removing underground storage tanks in real estate rent expense over the lease terms on a straight line basis. | | | | |
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| -3 | | Deferred Gain on Sale-Leaseback Transactions. This deferred gain arose from our 2012 and 2013 terminations of subleases to franchisees for five properties we lease from HPT, which qualified these properties for sale-leaseback accounting and required us to remove the related assets and liabilities from our condensed consolidated balance sheets, as well as from the sales to HPT of certain assets at the five properties we lease from HPT that we continue to sublease to franchisees. Prior to terminating the subleases of these five properties, the assets at these five properties had been reflected in our balance sheets in accordance with the accounting described in note (1) above. We amortize the deferred gain into real estate rent expense on a straight line basis over the remaining term of the leases. | | | | |
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| -4 | | Deferred Tenant Improvements Allowance. HPT committed to fund up to $125,000 of capital projects at the properties we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the rent deemed to be related to this tenant improvements allowance. This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those payments. We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of real estate rent expense. | | | | |
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| -5 | | Deferred Rent Obligation. Pursuant to a rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT. The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024. This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us. | | | | |
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HPT waived $259 and $152 of percentage rent under our Petro Lease for the three months ended March 31, 2015 and 2014, respectively, and through the first quarter of 2015 has cumulatively waived $1,266 of the $2,500 of percentage rent to be waived pursuant to the related agreement. The total amount of percentage rent (which is net of the waived amount) that we incurred during the three months ended March 31, 2015 and 2014, was $1,193 and $893, respectively. |
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During the three months ended March 31, 2015, pursuant to the terms of the HPT Leases, we sold to HPT $20,181 of improvements we previously made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by approximately $1,715. At March 31, 2015, our property and equipment balance included $29,927 of improvements of the type that we typically request that HPT purchase for an increase in rent in the future; however, HPT is not obligated to purchase these improvements. |
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Relationship with RMR |
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Pursuant to our business management agreement and property management agreement with RMR, we incurred aggregate fees of $3,495 and $2,893 for the three months ended March 31, 2015 and 2014, respectively. These amounts are included in selling, general and administrative expenses in our condensed consolidated statements of income and comprehensive income. |
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On March 12, 2015, we and RMR entered into an amended and restated business management and shared services agreement, which was approved by our Compensation Committee, comprised solely of our Independent Directors. As amended, RMR may terminate the business management agreement upon 120 days written notice, and we continue to have the right to terminate the business management agreement upon 60 days written notice, subject to approval by a majority vote of our Independent Directors. As amended, if we terminate or elect not to renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, and which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination. Also, as amended, RMR agrees to provide certain transition services for us for 120 days following termination by us or notice of termination by RMR. |
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Relationship with AIC |
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As of March 31, 2015, our investment in Affiliates Insurance Company, or AIC, an Indiana insurance company, had a carrying value of $6,945, which amount is included in other assets in our condensed consolidated balance sheet. We recognized income of $72 and a loss of $97 related to our investment in AIC for the three months ended March 31, 2015 and 2014, respectively. |
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Relationship with PTP |
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As of March 31, 2015, our investment in Petro Travel Plaza Holdings LLC, or PTP, had a carrying value of $21,526, which amount is included in other assets in our condensed consolidated balance sheet. During each of the three months ended March 31, 2015 and 2014, we recognized management and accounting fee income of $200. At March 31, 2015, we had a net payable to PTP of $1,041. We recognized income of $719 and $351 during the three months ended March 31, 2015 and 2014, respectively, as our share of PTP’s net income. |
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