Leasing Transactions, As a Lessee | Leasing Transactions As a Lessee We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our five leases with Service Properties Trust, or SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of June 30, 2020, all of our leases were classified as operating leases. Certain of our operating leases provide for variable lease costs, which primarily include percentage rent and our obligation for the estimated cost of removing underground storage tanks under the SVC Leases (as defined below). Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income (loss), as shown in the following table. For the three and six months ended June 30, 2020 and 2019, our lease costs consisted of the following: Classification in our Consolidated Three Months Ended 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 59,498 $ 59,424 Operating lease costs: other Real estate rent expense 2,844 2,752 Variable lease costs: SVC Leases Real estate rent expense 605 1,465 Variable lease costs: other Real estate rent expense 132 129 Total real estate rent expense 63,079 63,770 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 950 647 Short-term lease costs Site level operating expense and selling, general and administrative expense 411 732 Sublease income Nonfuel revenues (527) (591) Net lease costs $ 63,913 $ 64,558 Classification in our Consolidated Six Months Ended 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 118,999 $ 121,544 Operating lease costs: other Real estate rent expense 5,677 5,476 Variable lease costs: SVC Leases Real estate rent expense 1,701 2,886 Variable lease costs: other Real estate rent expense 290 277 Total real estate rent expense 126,667 130,183 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 1,916 1,217 Short-term lease costs Site level operating expense and selling, general and administrative expense 950 1,545 Sublease income Nonfuel revenues (1,023) (1,155) Net lease costs $ 128,510 $ 131,790 Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of June 30, 2020, were as follows: SVC Leases (1) Other Total Years ended December 31: 2020 $ 135,725 $ 3,498 $ 139,223 2021 270,799 6,344 277,143 2022 268,936 5,086 274,022 2023 255,344 3,168 258,512 2024 251,150 1,873 253,023 Thereafter 2,034,504 7,724 2,042,228 Total operating lease payments 3,216,458 27,693 3,244,151 Less: present value discount (2) (1,303,375) (5,036) (1,308,411) Present value of operating lease liabilities $ 1,913,083 $ 22,657 $ 1,935,740 (1) Includes rent for properties we sublease from SVC and pay directly to SVC's landlords. (2) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases. The weighted average remaining lease term as of June 30, 2020, was approximately 13 years. Our weighted average discount rate as of June 30, 2020, was approximately 9.1%. During the six months ended June 30, 2020 and 2019, we paid $138,735 and $138,670, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of June 30, 2020 and December 31, 2019, our operating lease assets and liabilities consisted of the following: June 30, December 31, Operating lease assets: SVC Leases $ 1,761,507 $ 1,796,406 Other 20,715 21,592 Total operating lease assets $ 1,782,222 $ 1,817,998 Current operating lease liabilities: SVC Leases $ 102,877 $ 98,574 Other 5,750 5,496 Total current operating lease liabilities $ 108,627 $ 104,070 Noncurrent operating lease liabilities: SVC Leases $ 1,810,206 $ 1,862,060 Other 16,907 18,128 Total noncurrent operating lease liabilities $ 1,827,113 $ 1,880,188 Leasing Agreements with SVC. As of June 30, 2020, we leased from SVC a total of 179 properties under five leases, four of which we refer to as the TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the SVC Leases. In January 2019, we entered into agreements, or the Transaction Agreements, with SVC pursuant to which: • We purchased 20 travel center properties from SVC, which we previously leased from SVC, for a total acquisition cost of $309,637, including $1,437 of transaction related costs. • Upon completing the Transaction Agreements, these travel centers were removed from the SVC Leases and our annual minimum rent due to SVC was reduced by $43,148. • The term of each SVC Lease was extended by three years. • Commencing on April 1, 2019, we began to pay SVC 16 quarterly installments of approximately $4,404 each (an aggregate of $70,458) to fully satisfy and discharge our $150,000 deferred rent obligation to SVC that otherwise would have become due in five installments between 2024 and 2030. • Commencing on January 1, 2020, we are obligated to pay to SVC an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of our annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019. • Certain of the 179 travel center properties that we continue to lease from SVC were reallocated among the SVC Leases. As a result of the Transaction Agreements, our operating lease assets and liabilities each increased by $23,673. In addition, the purchase of the 20 travel center properties resulted in the derecognition of certain operating lease assets and liabilities. In addition to the payment of annual minimum rent, the SVC Leases provide for payment to SVC of percentage rent, calculated at 3.5% (which includes the 0.5% that was added pursuant to the Transaction Agreements) of the increase in total nonfuel revenues at each property over base year levels. The percentage rent amounts due were $124 and $958 for the three months ended June 30, 2020 and 2019, respectively, and $849 and $2,027 for the six months ended June 30, 2020 and 2019, respectively. We recognized total real estate rent expense under the SVC Leases of $60,103 and $60,889 for the three months ended June 30, 2020 and 2019, respectively, and $120,700 and $124,430 for the six months ended June 30, 2020 and 2019, respectively. Pursuant to the SVC Leases, we may request that SVC purchase qualifying capital improvements we make at the leased travel centers in return for increased annual minimum rent. We did not sell to SVC any improvements we made to properties leased from SVC for the six months ended June 30, 2020 and 2019. At June 30, 2020, our property and equipment balance included $46,511 of improvements of the type that qualify for sale to SVC for an increase in annual minimum rent; however, we may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements. We paid $4,404 of deferred rent to SVC for the three months ended June 30, 2020 and 2019, and $8,807 and $4,404 for the six months ended June 30, 2020 and 2019, respectively. The total amount of deferred rent outstanding as of June 30, 2020, was $48,440. Pursuant to our rent deferral agreement with SVC, deferred rent shall be accelerated and interest shall begin to accrue thereon at 1.0% per month on the deferred rent amounts if certain events occur, including: our default under the SVC Leases; a change of control of us, as defined in the deferral agreement; or our declaration or payment of a dividend or other distribution in respect of our common stock. As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of $527 and $591 for the three months ended June 30, 2020 and 2019, respectively, and $1,023 and $1,155 for the six months ended June 30, 2020 and 2019, respectively. As a Lessor We leased two travel centers to franchisees as of June 30, 2020 and 2019. These two lease agreements expire in June 2022. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenues from these operating leases totaled $572 and $599 for the three months ended June 30, 2020 and 2019, respectively, and $1,144 and $1,150 for the six months ended June 30, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of June 30, 2020, were $1,168 for the remainder of 2020, $2,336 for the year 2021 and $1,168 for the year 2022. See above for information regarding certain travel centers that we lease from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations. |
Leasing Transactions, As a Lessor | Leasing Transactions As a Lessee We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our five leases with Service Properties Trust, or SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of June 30, 2020, all of our leases were classified as operating leases. Certain of our operating leases provide for variable lease costs, which primarily include percentage rent and our obligation for the estimated cost of removing underground storage tanks under the SVC Leases (as defined below). Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income (loss), as shown in the following table. For the three and six months ended June 30, 2020 and 2019, our lease costs consisted of the following: Classification in our Consolidated Three Months Ended 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 59,498 $ 59,424 Operating lease costs: other Real estate rent expense 2,844 2,752 Variable lease costs: SVC Leases Real estate rent expense 605 1,465 Variable lease costs: other Real estate rent expense 132 129 Total real estate rent expense 63,079 63,770 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 950 647 Short-term lease costs Site level operating expense and selling, general and administrative expense 411 732 Sublease income Nonfuel revenues (527) (591) Net lease costs $ 63,913 $ 64,558 Classification in our Consolidated Six Months Ended 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 118,999 $ 121,544 Operating lease costs: other Real estate rent expense 5,677 5,476 Variable lease costs: SVC Leases Real estate rent expense 1,701 2,886 Variable lease costs: other Real estate rent expense 290 277 Total real estate rent expense 126,667 130,183 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 1,916 1,217 Short-term lease costs Site level operating expense and selling, general and administrative expense 950 1,545 Sublease income Nonfuel revenues (1,023) (1,155) Net lease costs $ 128,510 $ 131,790 Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of June 30, 2020, were as follows: SVC Leases (1) Other Total Years ended December 31: 2020 $ 135,725 $ 3,498 $ 139,223 2021 270,799 6,344 277,143 2022 268,936 5,086 274,022 2023 255,344 3,168 258,512 2024 251,150 1,873 253,023 Thereafter 2,034,504 7,724 2,042,228 Total operating lease payments 3,216,458 27,693 3,244,151 Less: present value discount (2) (1,303,375) (5,036) (1,308,411) Present value of operating lease liabilities $ 1,913,083 $ 22,657 $ 1,935,740 (1) Includes rent for properties we sublease from SVC and pay directly to SVC's landlords. (2) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases. The weighted average remaining lease term as of June 30, 2020, was approximately 13 years. Our weighted average discount rate as of June 30, 2020, was approximately 9.1%. During the six months ended June 30, 2020 and 2019, we paid $138,735 and $138,670, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of June 30, 2020 and December 31, 2019, our operating lease assets and liabilities consisted of the following: June 30, December 31, Operating lease assets: SVC Leases $ 1,761,507 $ 1,796,406 Other 20,715 21,592 Total operating lease assets $ 1,782,222 $ 1,817,998 Current operating lease liabilities: SVC Leases $ 102,877 $ 98,574 Other 5,750 5,496 Total current operating lease liabilities $ 108,627 $ 104,070 Noncurrent operating lease liabilities: SVC Leases $ 1,810,206 $ 1,862,060 Other 16,907 18,128 Total noncurrent operating lease liabilities $ 1,827,113 $ 1,880,188 Leasing Agreements with SVC. As of June 30, 2020, we leased from SVC a total of 179 properties under five leases, four of which we refer to as the TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the SVC Leases. In January 2019, we entered into agreements, or the Transaction Agreements, with SVC pursuant to which: • We purchased 20 travel center properties from SVC, which we previously leased from SVC, for a total acquisition cost of $309,637, including $1,437 of transaction related costs. • Upon completing the Transaction Agreements, these travel centers were removed from the SVC Leases and our annual minimum rent due to SVC was reduced by $43,148. • The term of each SVC Lease was extended by three years. • Commencing on April 1, 2019, we began to pay SVC 16 quarterly installments of approximately $4,404 each (an aggregate of $70,458) to fully satisfy and discharge our $150,000 deferred rent obligation to SVC that otherwise would have become due in five installments between 2024 and 2030. • Commencing on January 1, 2020, we are obligated to pay to SVC an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of our annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019. • Certain of the 179 travel center properties that we continue to lease from SVC were reallocated among the SVC Leases. As a result of the Transaction Agreements, our operating lease assets and liabilities each increased by $23,673. In addition, the purchase of the 20 travel center properties resulted in the derecognition of certain operating lease assets and liabilities. In addition to the payment of annual minimum rent, the SVC Leases provide for payment to SVC of percentage rent, calculated at 3.5% (which includes the 0.5% that was added pursuant to the Transaction Agreements) of the increase in total nonfuel revenues at each property over base year levels. The percentage rent amounts due were $124 and $958 for the three months ended June 30, 2020 and 2019, respectively, and $849 and $2,027 for the six months ended June 30, 2020 and 2019, respectively. We recognized total real estate rent expense under the SVC Leases of $60,103 and $60,889 for the three months ended June 30, 2020 and 2019, respectively, and $120,700 and $124,430 for the six months ended June 30, 2020 and 2019, respectively. Pursuant to the SVC Leases, we may request that SVC purchase qualifying capital improvements we make at the leased travel centers in return for increased annual minimum rent. We did not sell to SVC any improvements we made to properties leased from SVC for the six months ended June 30, 2020 and 2019. At June 30, 2020, our property and equipment balance included $46,511 of improvements of the type that qualify for sale to SVC for an increase in annual minimum rent; however, we may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements. We paid $4,404 of deferred rent to SVC for the three months ended June 30, 2020 and 2019, and $8,807 and $4,404 for the six months ended June 30, 2020 and 2019, respectively. The total amount of deferred rent outstanding as of June 30, 2020, was $48,440. Pursuant to our rent deferral agreement with SVC, deferred rent shall be accelerated and interest shall begin to accrue thereon at 1.0% per month on the deferred rent amounts if certain events occur, including: our default under the SVC Leases; a change of control of us, as defined in the deferral agreement; or our declaration or payment of a dividend or other distribution in respect of our common stock. As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of $527 and $591 for the three months ended June 30, 2020 and 2019, respectively, and $1,023 and $1,155 for the six months ended June 30, 2020 and 2019, respectively. As a Lessor We leased two travel centers to franchisees as of June 30, 2020 and 2019. These two lease agreements expire in June 2022. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenues from these operating leases totaled $572 and $599 for the three months ended June 30, 2020 and 2019, respectively, and $1,144 and $1,150 for the six months ended June 30, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of June 30, 2020, were $1,168 for the remainder of 2020, $2,336 for the year 2021 and $1,168 for the year 2022. See above for information regarding certain travel centers that we lease from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations. |