Related Party Transactions | Related Party Transactions We have relationships and historical and continuing transactions with HPT, The RMR Group LLC, or RMR, and others related to them. We also have relationships and continuing transactions with other companies to which RMR provides management services and which have trustees, directors and officers who are also directors or officers of us. For further information about these and other such relationships and certain other related person transactions, please refer to our Annual Report. Relationship with HPT HPT is our largest shareholder. As of March 31, 2016 , HPT owned 3,420 of our common shares, representing approximately 8.8% of our outstanding common shares. HPT is also our principal landlord. We have five leases with HPT, the four TA Leases for 154 properties, and the Petro Lease for 40 properties. We refer to the four TA Leases and the Petro Lease collectively as the HPT Leases. On June 1, 2015 , we entered a transaction agreement, or the Transaction Agreement, with HPT pursuant to which, among other things, we agreed to sell to HPT five travel centers upon the completion of their development at a purchase price equal to their development costs, including the cost of the land, and HPT agreed to lease back these development properties to us. On March 31, 2016 , we sold one of these development properties, a travel center located in Hillsboro, Texas, to HPT for $19,683 , and we amended our TA Lease 4 to add this property. Our minimum annual rent under our TA Lease 4 increased by $1,673 as a result of the completion of this sale and lease back. As of March 31, 2016 , the number of properties leased, the term, the minimum annual rent and deferred rent balances under our HPT Leases were as follows: Number of Sites Initial Term End Date (1) Minimum Annual Rent as of March 31, 2016 Deferred Rent (2) TA Lease 1 39 December 31, 2029 $ 49,198 $ 27,421 TA Lease 2 38 December 31, 2028 47,392 29,107 TA Lease 3 38 December 31, 2026 50,630 29,324 TA Lease 4 39 December 31, 2030 46,493 21,233 Petro Lease 40 June 30, 2024 65,329 42,915 Total 194 $ 259,042 $ 150,000 (1) We have two renewal options of 15 years each under each of the leases. (2) The deferred rent obligation is subject to acceleration at HPT's option upon an uncured default under our HPT agreements or a change in control of us. The following table summarizes the various amounts related to the HPT Leases and leases with other lessors that are reflected in real estate rent expense in our consolidated statements of income and comprehensive income. Three Months Ended 2016 2015 Cash payments for rent under the HPT Leases $ 64,440 $ 57,516 Change in accrued estimated percentage rent 246 (104 ) Adjustments to recognize expense on a straight line basis (56 ) (452 ) Less sale leaseback financing obligation amortization (118 ) (636 ) Less portion of rent payments recognized as interest expense (432 ) (1,452 ) Less deferred tenant improvements allowance amortization (943 ) (1,692 ) Amortization of deferred gain on sale leaseback transactions (2,308 ) (96 ) Rent expense related to HPT Leases 60,829 53,084 Rent paid to others (1) 2,790 2,621 Adjustments to recognize expense on a straight line basis for other leases (90 ) (101 ) Total real estate rent expense $ 63,529 $ 55,604 (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. The following table summarizes the various amounts related to the HPT Leases that are included in our consolidated balance sheets. March 31, December 31, Current HPT Leases liabilities: Accrued rent $ 21,557 $ 21,098 Sale leaseback financing obligation (1) 451 469 Straight line rent accrual (2) 2,458 2,458 Deferred gain (3) 9,229 9,235 Deferred tenant improvements allowance (4) 3,770 3,770 Total Current HPT Leases liabilities $ 37,465 $ 37,030 Noncurrent HPT Leases liabilities: Deferred rent obligation (5) $ 150,000 $ 150,000 Sale leaseback financing obligation (1) 20,670 20,719 Straight line rent accrual (2) 48,257 48,373 Deferred gain (3) 118,659 121,049 Deferred tenant improvements allowance (4) 44,414 45,357 Total Noncurrent HPT Leases liabilities $ 382,000 $ 385,498 (1) Sale Leaseback Financing Obligation. Prior to June 2015, the assets related to nine travel centers we leased from HPT were reflected in our consolidated balance sheets, as was the related financing obligation. This accounting was required primarily because, at the time of the inception of the applicable HPT Lease, more than a minor portion of these nine travel centers was subleased to third parties. In June 2015, we purchased five of the nine travel centers from HPT. That purchase was accounted for under GAAP as an extinguishment of the related financing obligation and resulted in a loss on extinguishment of debt of $10,502 because the price we paid to HPT to purchase the five properties was $10,502 in excess of the then remaining related financing obligation. Also, because the TA Leases we entered into with HPT in connection with the Transaction Agreement were accounted for under GAAP as new leases and two of the remaining four properties reflected as financings under the prior TA Lease qualified for operating lease treatment, the remaining net assets and financing obligation related to these two properties were eliminated, resulting in a gain of $1,033 , which was deferred and will be recognized over the terms of the TA Leases as a reduction of rent expense. (2) Straight Line Rent Accrual. We accrued rent expense from 2007 to 2012 for stated increases in our minimum annual rents due under our then existing TA lease. While the TA Leases we entered into with HPT in connection with the Transaction Agreement contain no stated rent payment increases, we continue to amortize this accrual on a straight line basis over the current terms of the TA Leases as a reduction to real estate rent expense. The straight line rent accrual also includes our obligation for the estimated cost of removal of underground storage tanks at properties leased from HPT at the end of the related lease; we recognize these obligations on a straight line basis over the term of the related leases as additional rent expense. (3) Deferred Gain . The deferred gain primarily includes $133,668 of gains from the sale of travel centers and certain other assets to HPT during 2015 pursuant to the Transaction Agreement. We amortize the deferred gains on a straight line basis over the terms of the related leases as a reduction of rent expense. (4) Deferred Tenant Improvements Allowance. HPT funded certain capital projects at the properties we lease under the HPT Leases without an increase in rent payable by us. In connection with HPT's initial capital commitment, we recognized a liability for rent deemed to be related to this capital commitment as a deferred tenant improvements allowance. We amortize the deferred tenant improvements allowance on a straight line basis over the terms of the HPT Leases as a reduction of rent expense. (5) Deferred Rent Obligation. Pursuant to a rent deferral agreement with HPT, from July 2008 through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT. This deferred rent obligation was allocated among the HPT Leases and is due at the end of the initial terms of the respective HPT Leases as noted above. HPT waived $311 and $259 of percentage rent under our Petro Lease for the three months ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 , HPT has cumulatively waived $2,439 of the $2,500 of percentage rent it previously agreed to waive. The total amount of percentage rent (which is net of the waived amount) was $246 and $1,193 for the three months ended March 31, 2016 and 2015 , respectively. During the three months ended March 31, 2016 and 2015 , pursuant to the terms of the HPT Leases, we sold to HPT $20,575 and $20,181 , respectively, of improvements we made to properties leased from HPT. As a result, our minimum annual rent payable to HPT increased by $1,749 and $1,715 , respectively. At March 31, 2016 , our property and equipment balance included $1,542 of improvements of the type that we typically request that HPT purchase for an increase in minimum annual rent; however, HPT is not obligated to purchase these improvements. Relationship with RMR Pursuant to our business management agreement and property management agreement with RMR, we incurred aggregate fees of $3,233 and $3,436 for the three months ended March 31, 2016 and 2015 , respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. We have historically awarded share grants to certain RMR employees under our equity compensation plan. In addition, under our business management agreement we reimburse RMR for our allocable costs for internal audit services. The amounts recognized as expense for share grants to RMR employees and internal audit costs were $1,194 and $837 for the three months ended March 31, 2016 and 2015 , respectively; these amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. Relationship with AIC We and six other companies to which RMR provides management services each own in equal amounts Affiliates Insurance Company, or AIC, an insurance company. We and the other AIC shareholders participate in a combined property insurance program arranged and reinsured in part by AIC. As of March 31, 2016 and December 31, 2015 , our investment in AIC had a carrying value of $6,956 and $6,828 , respectively, which amounts are included in other noncurrent assets in our consolidated balance sheets. We recognized income of $77 and $72 related to our investment in AIC for the three months ended March 31, 2016 and 2015 , respectively. Our other comprehensive income includes our proportional share of unrealized gains on securities held for sale which are owned by AIC of $52 and $45 for the three months ended March 31, 2016 and 2015 , respectively. Relationship with PTP We own a 40% minority interest in Petro Travel Plaza Holdings LLC, or PTP. As of March 31, 2016 and December 31, 2015 , our investment in PTP had a carrying value of $20,912 and $20,042 , respectively, which amounts are included in other noncurrent assets in our consolidated balance sheets. In February 2016, we began managing a third stand alone convenience store PTP owns. As of March 31, 2016 , we managed two travel centers and three convenience stores for PTP for which we receive management and accounting fees. During the three months ended March 31, 2016 and 2015 , we recognized management and accounting fee income of $227 and $200 , respectively, from PTP. At March 31, 2016 and December 31, 2015 , we had a net payable to PTP of $97 and net receivable from PTP of $43 , respectively. We recognized income of $870 and $719 during the three months ended March 31, 2016 and 2015 , respectively, related to this investment, which is separate from and in addition to the management and accounting fees we earned. |