Leasing Transactions | 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, 2021, 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 and one ground lease pursuant to one SVC Lease were classified as finance leases. Finance lease assets were included in other noncurrent assets other current liabilities other noncurrent liabilities Leasing Agreements with SVC As of December 31, 2021, we leased from SVC a total of 179 properties under five leases. We refer to these five leases collectively as the SVC Leases. The SVC Leases expire between 2029 and 2035, subject to our right to extend those leases. We have two renewal options of 15 years each under each of the SVC Leases. 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. On March 9, 2021, we and SVC amended one of the SVC Leases to reflect the renewal of a third party ground lease at one of the 179 travel center properties that we lease from SVC. This ground lease, which was previously accounted for as an operating lease, is now accounted for as a finance lease. As a result of this ground lease modification, we recorded $28,201 in other noncurrent assets, $1,158 in other current liabilities and $27,046 in other noncurrent liabilities on our consolidated balance sheets in the first quarter of 2021. We recognized total real estate rent expense under the SVC Leases of $253,202 and $250,446 for the years ended December 31, 2021 and 2020, respectively. Included in these rent expense amounts are percentage rent payable of $7,085 and $2,764 for 2021 and 2020, respectively, which are based on a percentage of the increases in total nonfuel revenues at each leased property over base year levels, deferred rent of $17,615 for 2021 and 2020, rent for properties we sublease from SVC of $8,111 and $7,923 for 2021 and 2020, respectively, and adjustments to record minimum annual rent on a straight line basis over the terms of the leases and estimated future payments by us for the cost of removing underground storage tanks on a straight line basis. As of December 31, 2021, the estimated future payments related to these underground storage tanks were $25,569 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was $22,018 as of December 31, 2021 and will be fully paid by January 31, 2023. As of December 31, 2021, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243,914. 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 during the years ended December 31, 2021 and 2020. 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 $1,940 and $2,064 for the years ended December 31, 2021 and 2020, respectively. Lease Costs 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 years ended December 31, 2021 and 2020, our lease costs consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: Classification in our Consolidated Year Ended December 31, 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 9,101 4,524 Variable lease costs: other Real estate rent expense 541 628 Total real estate rent expense 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,018 — Interest on finance lease liabilities: other Interest expense, net 476 99 Sublease income Nonfuel revenues (1,940) (2,064) Net lease costs $ 262,832 $ 259,499 During the year ended December 31, 2020, we recognized an impairment charge of $1,262 relating to our operating lease assets with respect to our QSL business, which is included in real estate rent expense in our consolidated statements of operations and comprehensive income (loss). Lease Assets and Liabilities As of December 31, 2021 and 2020, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Operating lease assets: SVC Leases $ 1,649,142 $ 1,724,428 Other 10,384 10,455 Total operating lease assets $ 1,659,526 $ 1,734,883 Current operating lease liabilities: SVC Leases $ 114,372 $ 106,788 Other 3,633 4,467 Total current operating lease liabilities $ 118,005 $ 111,255 Noncurrent operating lease liabilities: SVC Leases $ 1,648,112 $ 1,756,449 Other 7,247 6,717 Total noncurrent operating lease liabilities $ 1,655,359 $ 1,763,166 As of December 31, 2021 and 2020, our finance lease assets and liabilities consisted of the following and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Finance lease assets: SVC Leases $ 26,542 $ — Other 15,781 5,224 Total finance lease assets $ 42,323 $ 5,224 Current finance lease liabilities: SVC Leases $ 1,517 $ — Other 2,814 684 Total current finance lease liabilities $ 4,331 $ 684 Noncurrent finance lease liabilities: SVC Leases $ 25,974 $ — Other 13,240 4,579 Total noncurrent finance lease liabilities $ 39,214 $ 4,579 Lease Maturities and Other Information Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Leases (1) Other Total Years ended December 31: 2022 $ 269,042 $ 3,938 $ 272,980 2023 255,469 2,601 258,070 2024 251,295 1,463 252,758 2025 251,283 1,334 252,617 2026 251,278 995 252,273 Thereafter 1,538,649 2,488 1,541,137 Total operating lease payments 2,817,016 12,819 2,829,835 Less: present value discount (2) (1,054,532) (1,939) (1,056,471) Present value of operating lease liabilities $ 1,762,484 $ 10,880 $ 1,773,364 (1) Includes rent for properties we sublease from SVC. (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, 2021 and 2020, was approximately 11 and 12 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2021 and 2020, was approximately 9.1%. During the years ended December 31, 2021 and 2020, we paid $278,506 and $277,229, respectively, for amounts that had been included in the measurement of our operating lease liabilities. Maturities of the finance lease liabilities related to the amended ground lease noted above and other finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Lease (1) Other Total Years ended December 31: 2022 $ 2,591 $ 3,274 $ 5,865 2023 2,656 3,262 5,918 2024 2,722 2,820 5,542 2025 2,790 2,576 5,366 2026 2,860 2,576 5,436 Thereafter 22,127 3,179 25,306 Total finance lease payments 35,746 17,687 53,433 Less: present value discount (2) (8,255) (1,633) (9,888) Present value of finance lease liabilities $ 27,491 $ 16,054 $ 43,545 (1) Includes rent for properties we sublease from SVC. (2) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate. The weighted average remaining lease term for our finance leases as of December 31, 2021 and 2020, was approximately 10 and 7 years, respectively. Our weighted average discount rate for our finance leases as of December 31, 2021 and 2020, was approximately 4.3% and 5.9%, respectively. During the years ended December 31, 2021 and 2020, we paid $3,982 and $244, respectively, for amounts that had been included in the measurement of our finance lease liabilities. As a Lessor As of December 31, 2021, we leased two travel centers to franchisees. These 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 $2,359 and $2,312 for the years ended December 31, 2021 and 2020, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of December 31, 2021, were $1,190 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. We also lease portions of owned properties to third parties to operate other retail operations. |
Leasing Transactions | 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, 2021, 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 and one ground lease pursuant to one SVC Lease were classified as finance leases. Finance lease assets were included in other noncurrent assets other current liabilities other noncurrent liabilities Leasing Agreements with SVC As of December 31, 2021, we leased from SVC a total of 179 properties under five leases. We refer to these five leases collectively as the SVC Leases. The SVC Leases expire between 2029 and 2035, subject to our right to extend those leases. We have two renewal options of 15 years each under each of the SVC Leases. 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. On March 9, 2021, we and SVC amended one of the SVC Leases to reflect the renewal of a third party ground lease at one of the 179 travel center properties that we lease from SVC. This ground lease, which was previously accounted for as an operating lease, is now accounted for as a finance lease. As a result of this ground lease modification, we recorded $28,201 in other noncurrent assets, $1,158 in other current liabilities and $27,046 in other noncurrent liabilities on our consolidated balance sheets in the first quarter of 2021. We recognized total real estate rent expense under the SVC Leases of $253,202 and $250,446 for the years ended December 31, 2021 and 2020, respectively. Included in these rent expense amounts are percentage rent payable of $7,085 and $2,764 for 2021 and 2020, respectively, which are based on a percentage of the increases in total nonfuel revenues at each leased property over base year levels, deferred rent of $17,615 for 2021 and 2020, rent for properties we sublease from SVC of $8,111 and $7,923 for 2021 and 2020, respectively, and adjustments to record minimum annual rent on a straight line basis over the terms of the leases and estimated future payments by us for the cost of removing underground storage tanks on a straight line basis. As of December 31, 2021, the estimated future payments related to these underground storage tanks were $25,569 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was $22,018 as of December 31, 2021 and will be fully paid by January 31, 2023. As of December 31, 2021, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243,914. 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 during the years ended December 31, 2021 and 2020. 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 $1,940 and $2,064 for the years ended December 31, 2021 and 2020, respectively. Lease Costs 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 years ended December 31, 2021 and 2020, our lease costs consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: Classification in our Consolidated Year Ended December 31, 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 9,101 4,524 Variable lease costs: other Real estate rent expense 541 628 Total real estate rent expense 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,018 — Interest on finance lease liabilities: other Interest expense, net 476 99 Sublease income Nonfuel revenues (1,940) (2,064) Net lease costs $ 262,832 $ 259,499 During the year ended December 31, 2020, we recognized an impairment charge of $1,262 relating to our operating lease assets with respect to our QSL business, which is included in real estate rent expense in our consolidated statements of operations and comprehensive income (loss). Lease Assets and Liabilities As of December 31, 2021 and 2020, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Operating lease assets: SVC Leases $ 1,649,142 $ 1,724,428 Other 10,384 10,455 Total operating lease assets $ 1,659,526 $ 1,734,883 Current operating lease liabilities: SVC Leases $ 114,372 $ 106,788 Other 3,633 4,467 Total current operating lease liabilities $ 118,005 $ 111,255 Noncurrent operating lease liabilities: SVC Leases $ 1,648,112 $ 1,756,449 Other 7,247 6,717 Total noncurrent operating lease liabilities $ 1,655,359 $ 1,763,166 As of December 31, 2021 and 2020, our finance lease assets and liabilities consisted of the following and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Finance lease assets: SVC Leases $ 26,542 $ — Other 15,781 5,224 Total finance lease assets $ 42,323 $ 5,224 Current finance lease liabilities: SVC Leases $ 1,517 $ — Other 2,814 684 Total current finance lease liabilities $ 4,331 $ 684 Noncurrent finance lease liabilities: SVC Leases $ 25,974 $ — Other 13,240 4,579 Total noncurrent finance lease liabilities $ 39,214 $ 4,579 Lease Maturities and Other Information Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Leases (1) Other Total Years ended December 31: 2022 $ 269,042 $ 3,938 $ 272,980 2023 255,469 2,601 258,070 2024 251,295 1,463 252,758 2025 251,283 1,334 252,617 2026 251,278 995 252,273 Thereafter 1,538,649 2,488 1,541,137 Total operating lease payments 2,817,016 12,819 2,829,835 Less: present value discount (2) (1,054,532) (1,939) (1,056,471) Present value of operating lease liabilities $ 1,762,484 $ 10,880 $ 1,773,364 (1) Includes rent for properties we sublease from SVC. (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, 2021 and 2020, was approximately 11 and 12 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2021 and 2020, was approximately 9.1%. During the years ended December 31, 2021 and 2020, we paid $278,506 and $277,229, respectively, for amounts that had been included in the measurement of our operating lease liabilities. Maturities of the finance lease liabilities related to the amended ground lease noted above and other finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Lease (1) Other Total Years ended December 31: 2022 $ 2,591 $ 3,274 $ 5,865 2023 2,656 3,262 5,918 2024 2,722 2,820 5,542 2025 2,790 2,576 5,366 2026 2,860 2,576 5,436 Thereafter 22,127 3,179 25,306 Total finance lease payments 35,746 17,687 53,433 Less: present value discount (2) (8,255) (1,633) (9,888) Present value of finance lease liabilities $ 27,491 $ 16,054 $ 43,545 (1) Includes rent for properties we sublease from SVC. (2) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate. The weighted average remaining lease term for our finance leases as of December 31, 2021 and 2020, was approximately 10 and 7 years, respectively. Our weighted average discount rate for our finance leases as of December 31, 2021 and 2020, was approximately 4.3% and 5.9%, respectively. During the years ended December 31, 2021 and 2020, we paid $3,982 and $244, respectively, for amounts that had been included in the measurement of our finance lease liabilities. As a Lessor As of December 31, 2021, we leased two travel centers to franchisees. These 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 $2,359 and $2,312 for the years ended December 31, 2021 and 2020, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of December 31, 2021, were $1,190 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. We also lease portions of owned properties to third parties to operate other retail operations. |