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 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 December 31, 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 December 31, 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, as defined below. Our lease costs are included in various balances in our consolidated statements of operations and comprehensive (loss) income, as shown in the following table. For the years ended December 31, 2020 and 2019, our lease costs consisted of the following: Classification in our Consolidated Year Ended December 31, 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 237,999 $ 240,328 Operating lease costs: other Real estate rent expense 12,592 11,082 Variable lease costs: SVC Leases Real estate rent expense 4,524 5,203 Variable lease costs: other Real estate rent expense 628 1,149 Total real estate rent expense 255,743 257,762 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 3,649 3,088 Short-term lease costs Site level operating expense and selling, general and administrative expense 1,826 2,869 Amortization of finance lease assets Depreciation and amortization expense 246 — Interest on finance lease liabilities Interest expense, net 99 — Sublease income Nonfuel revenues (2,064) (2,180) Net lease costs $ 259,499 $ 261,539 During the years ended December 31, 2020 and 2019, we recognized impairment charges of $1,262 and $579, respectively, to our operating lease assets relating to certain standalone restaurants, which are included in real estate rent expense in our consolidated statements of operations and comprehensive (loss) income. Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2020, were as follows: SVC Leases (1) Other Total Years ended December 31: 2021 $ 270,799 $ 4,850 $ 275,649 2022 268,936 3,572 272,508 2023 255,344 1,660 257,004 2024 251,150 509 251,659 2025 250,667 376 251,043 Thereafter 1,783,837 2,269 1,786,106 Total operating lease payments 3,080,733 13,236 3,093,969 Less: present value discount (2) (1,217,496) (2,052) (1,219,548) Present value of operating lease liabilities $ 1,863,237 $ 11,184 $ 1,874,421 (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 December 31, 2020 and 2019, was approximately 12 and 13 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2020 and 2019, was approximately 9.1%. During the years ended December 31, 2020 and 2019, we paid $277,229 and $279,168, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of December 31, 2020 and 2019, our operating lease assets and liabilities consisted of the following: December 31, 2020 2019 Operating lease assets: SVC Leases $ 1,724,428 $ 1,796,406 Other 10,455 21,592 Total operating lease assets $ 1,734,883 $ 1,817,998 Current operating lease liabilities: SVC Leases $ 106,788 $ 98,574 Other 4,467 5,496 Total current operating lease liabilities $ 111,255 $ 104,070 Noncurrent operating lease liabilities: SVC Leases $ 1,756,449 $ 1,862,060 Other 6,717 18,128 Total noncurrent operating lease liabilities $ 1,763,166 $ 1,880,188 As of December 31, 2020, we reclassified $6,927 of our operating lease assets and $9,214 of our operating lease liabilities as held for sale. See Note 3 for more information on the sale of our QSL business. Leasing Agreements with SVC. As of December 31, 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 the Transaction Agreements, 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 these transactions, 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. We paid to SVC $17,615 and $13,211 in respect of such obligation during the years ended December 31, 2020 and 2019, respectively. • Commencing on January 1, 2020, we began 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 and our asset retirement obligations increased by $2,420. In addition, the purchase of the 20 travel center properties resulted in the derecognition of certain operating lease assets and liabilities. See Note 3 for more information about these acquisitions. The number of properties leased, the terms, the annual minimum rent and the deferred rent balances owed by us under the SVC Leases, as of December 31, 2020, are as follows: Number Initial Term End Date (1) Annual Minimum Deferred Rent (2) TA Lease 1 36 December 31, 2032 $ 49,707 $ 10,487 TA Lease 2 36 December 31, 2031 44,077 9,740 TA Lease 3 35 December 31, 2029 42,409 9,603 TA Lease 4 37 December 31, 2033 46,067 9,804 Petro Lease 35 June 30, 2035 61,654 — Total 179 $ 243,914 $ 39,634 (1) We have two renewal options of 15 years each under each of the SVC Leases. (2) Under 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 rent deferral agreement; or our declaration or payment of a dividend or other distribution in respect of our common stock. On October 14, 2019, we and SVC amended the SVC Leases, pursuant to which, among other things, certain of the 179 travel center properties that we lease from SVC were reallocated among the SVC Leases. We accounted for this amendment as a lease modification. As a result, our operating lease assets and liabilities each increased by $33,816. The amendments did not have a material impact on our real estate rent expense. The SVC Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which SVC leases the property and subleases it to us. We also are required generally to indemnify SVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The SVC Leases require us to maintain the leased properties, including structural and non-structural components. We recognized total rent expense of $242,523 and $245,531 for the years ended December 31, 2020 and 2019, respectively, under the SVC Leases. In addition to the payment of annual minimum rent, the SVC Leases provide for payment to SVC of percentage rent, calculated at 3.5% of the increase in total nonfuel revenues at each property over base year levels. The percentage rent amounts due for the years ended December 31, 2020 and 2019, were $2,764 and $4,075, respectively. As noted above, pursuant to the Transaction Agreements, we became obligated to pay additional percentage rent commencing on January 1, 2020. Under the SVC Leases, we may request that SVC purchase approved amounts of renovations, improvements and equipment at the leased properties in return for increases in our annual minimum rent according to the following formula: the annual minimum rent will be increased by an amount equal to the amount paid by SVC multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. We did not sell to SVC any improvements we made to properties leased from SVC during the years ended December 31, 2020 and 2019. At December 31, 2020, our property and equipment, net balance included $58,163 of improvements of the type that we historically requested that SVC purchase 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 those improvements. 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 $2,064 and $2,180 for the years ended December 31, 2020 and 2019, respectively. As a Lessor We leased two travel centers to franchisees as of December 31, 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 $2,312 and $2,293 for the years ended December 31, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of December 31, 2020, were $2,336 for the year 2021 and $1,168 for 2022. See above for information regarding certain travel centers that we leased from SVC for 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 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 December 31, 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 December 31, 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, as defined below. Our lease costs are included in various balances in our consolidated statements of operations and comprehensive (loss) income, as shown in the following table. For the years ended December 31, 2020 and 2019, our lease costs consisted of the following: Classification in our Consolidated Year Ended December 31, 2020 2019 Operating lease costs: SVC Leases Real estate rent expense $ 237,999 $ 240,328 Operating lease costs: other Real estate rent expense 12,592 11,082 Variable lease costs: SVC Leases Real estate rent expense 4,524 5,203 Variable lease costs: other Real estate rent expense 628 1,149 Total real estate rent expense 255,743 257,762 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 3,649 3,088 Short-term lease costs Site level operating expense and selling, general and administrative expense 1,826 2,869 Amortization of finance lease assets Depreciation and amortization expense 246 — Interest on finance lease liabilities Interest expense, net 99 — Sublease income Nonfuel revenues (2,064) (2,180) Net lease costs $ 259,499 $ 261,539 During the years ended December 31, 2020 and 2019, we recognized impairment charges of $1,262 and $579, respectively, to our operating lease assets relating to certain standalone restaurants, which are included in real estate rent expense in our consolidated statements of operations and comprehensive (loss) income. Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2020, were as follows: SVC Leases (1) Other Total Years ended December 31: 2021 $ 270,799 $ 4,850 $ 275,649 2022 268,936 3,572 272,508 2023 255,344 1,660 257,004 2024 251,150 509 251,659 2025 250,667 376 251,043 Thereafter 1,783,837 2,269 1,786,106 Total operating lease payments 3,080,733 13,236 3,093,969 Less: present value discount (2) (1,217,496) (2,052) (1,219,548) Present value of operating lease liabilities $ 1,863,237 $ 11,184 $ 1,874,421 (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 December 31, 2020 and 2019, was approximately 12 and 13 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2020 and 2019, was approximately 9.1%. During the years ended December 31, 2020 and 2019, we paid $277,229 and $279,168, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of December 31, 2020 and 2019, our operating lease assets and liabilities consisted of the following: December 31, 2020 2019 Operating lease assets: SVC Leases $ 1,724,428 $ 1,796,406 Other 10,455 21,592 Total operating lease assets $ 1,734,883 $ 1,817,998 Current operating lease liabilities: SVC Leases $ 106,788 $ 98,574 Other 4,467 5,496 Total current operating lease liabilities $ 111,255 $ 104,070 Noncurrent operating lease liabilities: SVC Leases $ 1,756,449 $ 1,862,060 Other 6,717 18,128 Total noncurrent operating lease liabilities $ 1,763,166 $ 1,880,188 As of December 31, 2020, we reclassified $6,927 of our operating lease assets and $9,214 of our operating lease liabilities as held for sale. See Note 3 for more information on the sale of our QSL business. Leasing Agreements with SVC. As of December 31, 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 the Transaction Agreements, 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 these transactions, 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. We paid to SVC $17,615 and $13,211 in respect of such obligation during the years ended December 31, 2020 and 2019, respectively. • Commencing on January 1, 2020, we began 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 and our asset retirement obligations increased by $2,420. In addition, the purchase of the 20 travel center properties resulted in the derecognition of certain operating lease assets and liabilities. See Note 3 for more information about these acquisitions. The number of properties leased, the terms, the annual minimum rent and the deferred rent balances owed by us under the SVC Leases, as of December 31, 2020, are as follows: Number Initial Term End Date (1) Annual Minimum Deferred Rent (2) TA Lease 1 36 December 31, 2032 $ 49,707 $ 10,487 TA Lease 2 36 December 31, 2031 44,077 9,740 TA Lease 3 35 December 31, 2029 42,409 9,603 TA Lease 4 37 December 31, 2033 46,067 9,804 Petro Lease 35 June 30, 2035 61,654 — Total 179 $ 243,914 $ 39,634 (1) We have two renewal options of 15 years each under each of the SVC Leases. (2) Under 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 rent deferral agreement; or our declaration or payment of a dividend or other distribution in respect of our common stock. On October 14, 2019, we and SVC amended the SVC Leases, pursuant to which, among other things, certain of the 179 travel center properties that we lease from SVC were reallocated among the SVC Leases. We accounted for this amendment as a lease modification. As a result, our operating lease assets and liabilities each increased by $33,816. The amendments did not have a material impact on our real estate rent expense. The SVC Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which SVC leases the property and subleases it to us. We also are required generally to indemnify SVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The SVC Leases require us to maintain the leased properties, including structural and non-structural components. We recognized total rent expense of $242,523 and $245,531 for the years ended December 31, 2020 and 2019, respectively, under the SVC Leases. In addition to the payment of annual minimum rent, the SVC Leases provide for payment to SVC of percentage rent, calculated at 3.5% of the increase in total nonfuel revenues at each property over base year levels. The percentage rent amounts due for the years ended December 31, 2020 and 2019, were $2,764 and $4,075, respectively. As noted above, pursuant to the Transaction Agreements, we became obligated to pay additional percentage rent commencing on January 1, 2020. Under the SVC Leases, we may request that SVC purchase approved amounts of renovations, improvements and equipment at the leased properties in return for increases in our annual minimum rent according to the following formula: the annual minimum rent will be increased by an amount equal to the amount paid by SVC multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. We did not sell to SVC any improvements we made to properties leased from SVC during the years ended December 31, 2020 and 2019. At December 31, 2020, our property and equipment, net balance included $58,163 of improvements of the type that we historically requested that SVC purchase 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 those improvements. 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 $2,064 and $2,180 for the years ended December 31, 2020 and 2019, respectively. As a Lessor We leased two travel centers to franchisees as of December 31, 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 $2,312 and $2,293 for the years ended December 31, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of December 31, 2020, were $2,336 for the year 2021 and $1,168 for 2022. See above for information regarding certain travel centers that we leased from SVC for which we sublease a portion of the travel centers to third parties to operate other retail operations. |