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, including other companies to which RMR provides management services and which have trustees, directors and officers who are also our Directors or officers. For further information about these and other such relationships and certain other related party transactions, please refer to our Annual Report. Relationship with HPT HPT is our largest shareholder. As of September 30, 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 158 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 with HPT. On June 22, 2016 , we and HPT amended the transaction agreement. We refer to the amended transaction agreement as the Transaction Agreement. Under the Transaction Agreement, among other things, we agreed to sell to HPT four travel centers upon the completion of their development at a purchase price equal to their development costs, including the cost of the land, and two existing travel centers owned by us, and HPT agreed to lease back these properties to us under the HPT Leases. In connection with the Transaction Agreement: • On March 31, 2016 , we sold one of the development properties to HPT for $19,683 , and we and HPT amended our TA Lease 4 to add this property and our minimum annual rent under our TA Lease 4 increased by $1,673 . • On June 22, 2016 , we sold two existing travel centers for an aggregate of $23,876 , and we and HPT amended our TA Lease 1 and TA Lease 3 to add these properties, respectively, and our minimum annual rent under our TA Lease 1 and TA Lease 3 increased by $1,121 and $908 , respectively. The sale of these two properties generated a gain of $11,794 that was deferred and will be amortized on a straight line basis over the terms of the related leases as a reduction of rent expense. We also amended the Petro Lease to extend its term to 2032. • On June 30, 2016 , we sold one of the development properties to HPT for $22,297 , and we and HPT amended our TA Lease 2 to add this property and our minimum annual rent under our TA Lease 2 increased by $1,895 . • On September 30, 2016 , we sold one of the two remaining development properties to HPT for $16,557 , and we and HPT amended our TA Lease 2 to add this property and our minimum annual rent under our TA Lease 2 increased by $1,407 . As of September 30, 2016 , the sale and lease back of the remaining development property pursuant to the terms of the Transaction Agreement, is expected to be completed before June 30, 2017 . Because of the relationships between us and HPT, the terms of the Transaction Agreement and lease amendments described above were negotiated and approved by special committees of our Board of Directors and the HPT board of trustees composed of our Independent Directors and HPT's independent trustees who are not also Directors or trustees of the other party, which committees were represented by separate counsel. On September 14, 2016 , HPT purchased a vacant land parcel located adjacent to a property we lease from HPT in Holbrook, Arizona for $325 ; and we and HPT amended our TA Lease 4 to add this parcel and our minimum annual rent under our TA Lease 4 increased by $28 . As of September 30, 2016 , the number of properties leased, the terms, the minimum annual rents and the deferred rent balances under our HPT Leases were as follows: Number of Properties Initial Term End Date (1) Minimum Annual Deferred Rent (2) TA Lease 1 40 December 31, 2029 $ 50,885 $ 27,421 TA Lease 2 40 December 31, 2028 51,696 29,107 TA Lease 3 39 December 31, 2026 52,262 29,324 TA Lease 4 39 December 31, 2030 47,526 21,233 Petro Lease 40 June 30, 2032 66,685 42,915 Total 198 $ 269,054 $ 150,000 (1) We have two renewal options of 15 years each under each of our HPT Leases. (2) Deferred rent for the TA Lease 1, TA Lease 2, TA Lease 3 and TA Lease 4 is due and payable on the respective initial term end dates noted above. Deferred rent for the Petro Lease is due and payable on June 30, 2024. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, 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 Nine Months Ended 2016 2015 2016 2015 Cash payments for rent under the HPT Leases $ 67,040 $ 62,445 $ 197,063 $ 178,818 Change in accrued estimated percentage rent 384 (878 ) 667 (1,275 ) Adjustments to recognize expense on a straight line basis (53 ) (52 ) (180 ) (4,639 ) Less sale leaseback financing obligation amortization (126 ) (64 ) (350 ) (1,132 ) Less portion of rent payments recognized as interest expense (433 ) (446 ) (1,297 ) (2,866 ) Less deferred tenant improvements allowance amortization (942 ) (942 ) (2,827 ) (4,077 ) Amortization of deferred gain on sale leaseback transactions (2,525 ) (2,053 ) (7,218 ) (2,871 ) Rent expense related to HPT Leases 63,345 58,010 185,858 161,958 Rent paid to others (1) 3,294 2,693 9,219 7,858 Adjustments to recognize expense on a straight line basis for other leases (66 ) (87 ) (239 ) (288 ) Total real estate rent expense $ 66,573 $ 60,616 $ 194,838 $ 169,528 (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. September 30, December 31, Current HPT Leases liabilities: Accrued rent $ 22,833 $ 21,098 Sale leaseback financing obligation (1) 481 469 Straight line rent accrual (2) 2,458 2,458 Deferred gain (3) 10,155 9,235 Deferred tenant improvements allowance (4) 3,770 3,770 Total Current HPT Leases liabilities $ 39,697 $ 37,030 Noncurrent HPT Leases liabilities: Deferred rent obligation (5) $ 150,000 $ 150,000 Sale leaseback financing obligation (1) 20,568 20,719 Straight line rent accrual (2) 48,013 48,373 Deferred gain (3) 124,024 121,049 Deferred tenant improvements allowance (4) 42,529 45,357 Total Noncurrent HPT Leases liabilities $ 385,134 $ 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 these nine travel centers from HPT. That purchase was accounted for 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 as new leases and two of the remaining four properties reflected as financings under the prior TA Lease then 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 applicable 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 $145,462 of gains from the sales of travel centers and certain other assets to HPT during 2015 and 2016 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. Deferred rent for the TA Leases is due at the end of the initial terms of the respective TA Leases as noted above, and deferred rent for the Petro Lease is due on June 30, 2024. HPT waived percentage rent of $271 for the three months ended September 30, 2015 , and $372 and $819 for the nine months ended September 30, 2016 and 2015 , respectively. As of June 30, 2016 , HPT had cumulatively waived all of the $2,500 of percentage rent it previously agreed to waive. The total amount of percentage rent (which is net of any waived amounts) was $408 and $0 for the three months ended September 30, 2016 and 2015 , respectively, and $937 and $1,999 for the nine months ended September 30, 2016 and 2015 , respectively. Pursuant to the terms of our HPT Leases, we sold improvements made to properties leased from HPT for $20,255 and $29,734 during the three months ended September 30, 2016 and 2015, respectively, and $75,314 and $70,150 during the nine months ended September 30, 2016 and 2015, respectively. As a result, our minimum annual rent payable to HPT increased by $1,722 and $2,527 for the three months ended September 30, 2016 and 2015, respectively, and $6,402 and $5,963 for the nine months ended September 30, 2016 and 2015, respectively. At September 30, 2016 , our property and equipment balance included $55,308 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 $3,935 and $3,567 for the three months ended September 30, 2016 and 2015 , respectively, and $10,748 and $10,063 for the nine months ended September 30, 2016 and 2015 , respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. In August 2016, we and RMR amended our property management agreement to increase the property management fees we pay to RMR to $36 per year (previously, we paid $30 per year to RMR for property management fees). 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 $989 and $868 for the three months ended September 30, 2016 and 2015 , respectively, and $3,186 and $2,555 for the nine months ended September 30, 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. We paid aggregate annual premiums, including taxes and fees, of approximately $2,186 in connection with this insurance program for the policy year ending June 30, 2017, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. As of September 30, 2016 and December 31, 2015 , our investment in AIC had a carrying value of $7,110 and $6,828 , respectively. These amounts are included in other noncurrent assets in our consolidated balance sheets. We recognized income (loss) of $14 and $(25) related to our investment in AIC for the three months ended September 30, 2016 and 2015 , respectively, and $108 and $70 for the nine months ended September 30, 2016 and 2015 , respectively. Our other comprehensive income includes our proportional share of unrealized gains (losses) on securities held for sale, which are owned by AIC, of $80 and $(72) for the three months ended September 30, 2016 and 2015 , respectively, and $175 and $(91) for the nine months ended September 30, 2016 and 2015 , respectively. Directors' and Officers' Liability Insurance We, The RMR Group Inc., the managing member of RMR, RMR and certain companies to which RMR provides management services participate in a combined directors' and officers' liability insurance policy. In September 2016, we participated in a one year extension of this combined directors' and officers' insurance policy through September 2018. Our premium for this policy extension was approximately $91 for the current policy year ending September 2017. Relationship with PTP We own a 40% minority interest in Petro Travel Plaza Holdings LLC, or PTP. As of September 30, 2016 and December 31, 2015 , our investment in PTP had a carrying value of $20,507 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 standalone convenience store PTP owns. As of September 30, 2016 , we managed two travel centers, three convenience stores and one restaurant for PTP for which we receive management and accounting fees. We recognized management fee income of $323 and $200 for the three months ended September 30, 2016 and 2015, respectively, and $776 and $600 for the nine months ended September 30, 2016 and 2015, respectively. In addition to the management fees we earned, we recognized income of $1,520 and $1,361 during the three months ended September 30, 2016 and 2015 , respectively, and $3,464 and $3,086 for the nine months ended September 30, 2016 and 2015 , respectively. At September 30, 2016 and December 31, 2015 , we had a net payable to PTP of $834 and net receivable from PTP of $43 , respectively. |