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 September 30, 2020, our SVC Leases (as defined below), the leases covering our other properties and most of our equipment leases were classified as operating leases and certain of our other equipment leases were classified as finance leases. As of September 30, 2020, our finance lease assets and liabilities were immaterial to our consolidated financial statements. Finance lease assets were included in other noncurrent assets, with the corresponding current and noncurrent finance lease liabilities included in other current liabilities and other noncurrent liabilities, respectively, in our consolidated balance sheet. 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. 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 nine months ended September 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 $ 59,500 $ 59,410 Operating lease costs: other Real estate rent expense 4,182 2,781 Variable lease costs: SVC Leases Real estate rent expense 1,372 1,575 Variable lease costs: other Real estate rent expense 172 145 Total real estate rent expense 65,226 63,911 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 881 930 Short-term lease costs Site level operating expense and selling, general and administrative expense 390 710 Amortization of finance lease assets Depreciation and amortization expense 79 — Interest on finance lease liabilities Interest expense, net 32 — Sublease income Nonfuel revenues (542) (532) Net lease costs $ 66,066 $ 65,019 Classification in our Consolidated Nine Months Ended 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 178,499 $ 180,954 Operating lease costs: other Real estate rent expense 9,859 8,257 Variable lease costs: SVC Leases Real estate rent expense 3,073 4,461 Variable lease costs: other Real estate rent expense 462 422 Total real estate rent expense 191,893 194,094 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 2,797 2,147 Short-term lease costs Site level operating expense and selling, general and administrative expense 1,340 2,255 Amortization of finance lease assets Depreciation and amortization expense 79 — Interest on finance lease liabilities Interest expense, net 32 — Sublease income Nonfuel revenues (1,565) (1,687) Net lease costs $ 194,576 $ 196,809 Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of September 30, 2020, were as follows: SVC Leases (1) Other Total Years ended December 31: 2020 $ 67,861 $ 1,711 $ 69,572 2021 270,799 6,414 277,213 2022 268,936 5,054 273,990 2023 255,344 3,050 258,394 2024 251,150 1,721 252,871 Thereafter 2,034,504 7,484 2,041,988 Total operating lease payments 3,148,594 25,434 3,174,028 Less: present value discount (2) (1,260,157) (4,602) (1,264,759) Present value of operating lease liabilities $ 1,888,437 $ 20,832 $ 1,909,269 (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 for our operating leases as of September 30, 2020, was approximately 12 years. Our weighted average discount rate for our operating leases as of September 30, 2020, was approximately 9.1%. During the nine months ended September 30, 2020 and 2019, we paid $207,720 and $208,327, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of September 30, 2020 and December 31, 2019, our operating lease assets and liabilities consisted of the following: September 30, December 31, Operating lease assets: SVC Leases $ 1,743,246 $ 1,796,406 Other 17,668 21,592 Total operating lease assets $ 1,760,914 $ 1,817,998 Current operating lease liabilities: SVC Leases $ 105,066 $ 98,574 Other 5,703 5,496 Total current operating lease liabilities $ 110,769 $ 104,070 Noncurrent operating lease liabilities: SVC Leases $ 1,783,371 $ 1,862,060 Other 15,129 18,128 Total noncurrent operating lease liabilities $ 1,798,500 $ 1,880,188 Leasing Agreements with SVC. As of September 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 transactions contemplated by 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 $893 and $1,020 for the three months ended September 30, 2020 and 2019, respectively, and $1,742 and $3,047 for the nine months ended September 30, 2020 and 2019, respectively. We recognized total real estate rent expense under the SVC Leases of $60,872 and $60,985 for the three months ended September 30, 2020 and 2019, respectively, and $181,572 and $185,415 for the nine months ended September 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 nine months ended September 30, 2020 and 2019. At September 30, 2020, our property and equipment balance included $51,621 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 or all 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 September 30, 2020 and 2019, and $13,211 and $8,807 for the nine months ended September 30, 2020 and 2019, respectively. The total amount of deferred rent outstanding as of September 30, 2020, was $44,036. 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 $542 and $532 for the three months ended September 30, 2020 and 2019, respectively, and $1,565 and $1,687 for the nine months ended September 30, 2020 and 2019, respectively. As a Lessor We leased two travel centers to franchisees as of September 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 $584 and $572 for the three months ended September 30, 2020 and 2019, respectively, and $1,728 and $1,722 for the nine months ended September 30, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of September 30, 2020, were $584 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 leased 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 September 30, 2020, our SVC Leases (as defined below), the leases covering our other properties and most of our equipment leases were classified as operating leases and certain of our other equipment leases were classified as finance leases. As of September 30, 2020, our finance lease assets and liabilities were immaterial to our consolidated financial statements. Finance lease assets were included in other noncurrent assets, with the corresponding current and noncurrent finance lease liabilities included in other current liabilities and other noncurrent liabilities, respectively, in our consolidated balance sheet. 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. 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 nine months ended September 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 $ 59,500 $ 59,410 Operating lease costs: other Real estate rent expense 4,182 2,781 Variable lease costs: SVC Leases Real estate rent expense 1,372 1,575 Variable lease costs: other Real estate rent expense 172 145 Total real estate rent expense 65,226 63,911 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 881 930 Short-term lease costs Site level operating expense and selling, general and administrative expense 390 710 Amortization of finance lease assets Depreciation and amortization expense 79 — Interest on finance lease liabilities Interest expense, net 32 — Sublease income Nonfuel revenues (542) (532) Net lease costs $ 66,066 $ 65,019 Classification in our Consolidated Nine Months Ended 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 178,499 $ 180,954 Operating lease costs: other Real estate rent expense 9,859 8,257 Variable lease costs: SVC Leases Real estate rent expense 3,073 4,461 Variable lease costs: other Real estate rent expense 462 422 Total real estate rent expense 191,893 194,094 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 2,797 2,147 Short-term lease costs Site level operating expense and selling, general and administrative expense 1,340 2,255 Amortization of finance lease assets Depreciation and amortization expense 79 — Interest on finance lease liabilities Interest expense, net 32 — Sublease income Nonfuel revenues (1,565) (1,687) Net lease costs $ 194,576 $ 196,809 Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of September 30, 2020, were as follows: SVC Leases (1) Other Total Years ended December 31: 2020 $ 67,861 $ 1,711 $ 69,572 2021 270,799 6,414 277,213 2022 268,936 5,054 273,990 2023 255,344 3,050 258,394 2024 251,150 1,721 252,871 Thereafter 2,034,504 7,484 2,041,988 Total operating lease payments 3,148,594 25,434 3,174,028 Less: present value discount (2) (1,260,157) (4,602) (1,264,759) Present value of operating lease liabilities $ 1,888,437 $ 20,832 $ 1,909,269 (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 for our operating leases as of September 30, 2020, was approximately 12 years. Our weighted average discount rate for our operating leases as of September 30, 2020, was approximately 9.1%. During the nine months ended September 30, 2020 and 2019, we paid $207,720 and $208,327, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of September 30, 2020 and December 31, 2019, our operating lease assets and liabilities consisted of the following: September 30, December 31, Operating lease assets: SVC Leases $ 1,743,246 $ 1,796,406 Other 17,668 21,592 Total operating lease assets $ 1,760,914 $ 1,817,998 Current operating lease liabilities: SVC Leases $ 105,066 $ 98,574 Other 5,703 5,496 Total current operating lease liabilities $ 110,769 $ 104,070 Noncurrent operating lease liabilities: SVC Leases $ 1,783,371 $ 1,862,060 Other 15,129 18,128 Total noncurrent operating lease liabilities $ 1,798,500 $ 1,880,188 Leasing Agreements with SVC. As of September 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 transactions contemplated by 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 $893 and $1,020 for the three months ended September 30, 2020 and 2019, respectively, and $1,742 and $3,047 for the nine months ended September 30, 2020 and 2019, respectively. We recognized total real estate rent expense under the SVC Leases of $60,872 and $60,985 for the three months ended September 30, 2020 and 2019, respectively, and $181,572 and $185,415 for the nine months ended September 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 nine months ended September 30, 2020 and 2019. At September 30, 2020, our property and equipment balance included $51,621 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 or all 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 September 30, 2020 and 2019, and $13,211 and $8,807 for the nine months ended September 30, 2020 and 2019, respectively. The total amount of deferred rent outstanding as of September 30, 2020, was $44,036. 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 $542 and $532 for the three months ended September 30, 2020 and 2019, respectively, and $1,565 and $1,687 for the nine months ended September 30, 2020 and 2019, respectively. As a Lessor We leased two travel centers to franchisees as of September 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 $584 and $572 for the three months ended September 30, 2020 and 2019, respectively, and $1,728 and $1,722 for the nine months ended September 30, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of September 30, 2020, were $584 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 leased from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations. |