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, 2022, 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, 2022, 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 $256,192, $253,202 and $250,446 for the years ended December 31, 2022, 2021 and 2020, respectively. Included in these rent expense amounts are percentage rent payable of $10,578, $7,085, and $2,764 for 2022, 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, net adjustments to record minimum annual rent on a straight line basis over the terms of the leases, the estimated future payments by us for the cost of removing underground storage tanks on a straight line basis and the benefit of other lease incentives. As of December 31, 2022, the present value of the estimated future payments related to these underground storage tanks were $27,298 and are recorded in other noncurrent liabilities on our consolidated balance sheets. In addition, we paid $17,615 of our deferred rent obligations during the years ended December 31, 2022, 2021 and 2020. The remaining balance of our deferred rent obligations was $4,404 as of December 31, 2022, and we paid that amount in January 2023. As of December 31, 2022, 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, 2022, 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 $1,902, $1,940 and $2,064 for the years ended December 31, 2022, 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, 2022, 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, 2022 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 243,636 $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 2,660 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 12,556 9,101 4,524 Variable lease costs: other Real estate rent expense 861 541 628 Total real estate rent expense 259,713 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 3,700 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 290 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 517 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 2,212 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 3,474 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,169 1,018 — Interest on finance lease liabilities: other Interest expense, net 685 476 99 Sublease income Nonfuel revenues (1,902) (1,940) (2,064) Net lease costs $ 269,858 $ 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. Lease Assets and Liabilities As of December 31, 2022 and 2021 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, 2022 2021 Operating lease assets: SVC Leases $ 1,560,616 $ 1,649,142 Other 15,922 10,384 Total operating lease assets $ 1,576,538 $ 1,659,526 Current operating lease liabilities: SVC Leases $ 110,521 $ 114,372 Other 3,419 3,633 Total current operating lease liabilities $ 113,940 $ 118,005 Noncurrent operating lease liabilities: SVC Leases $ 1,538,031 $ 1,648,112 Other 12,996 7,247 Total noncurrent operating lease liabilities $ 1,551,027 $ 1,655,359 As of December 31, 2022 and 2021 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, 2022 2021 Finance lease assets: SVC Leases $ 24,330 $ 26,542 Other 16,205 15,781 Total finance lease assets $ 40,535 $ 42,323 Current finance lease liabilities: SVC Leases $ 1,552 $ 1,517 Other 3,690 2,814 Total current finance lease liabilities $ 5,242 $ 4,331 Noncurrent finance lease liabilities: SVC Leases $ 24,517 $ 25,974 Other 13,034 13,240 Total noncurrent finance lease liabilities $ 37,551 $ 39,214 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, 2022, were as follows: SVC Leases (1) Other Total Years ended December 31: 2023 $ 255,469 $ 4,059 $ 259,528 2024 251,295 2,961 254,256 2025 251,283 2,851 254,134 2026 251,278 2,495 253,773 2027 251,299 1,609 252,908 Thereafter 1,287,350 5,640 1,292,990 Total operating lease payments 2,547,974 19,615 2,567,589 Less: present value discount (2) (899,422) (3,192) (902,614) Present value of operating lease liabilities $ 1,648,552 $ 16,423 $ 1,664,975 (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, including properties we sublease from SVC. The weighted average remaining lease term for our operating leases as of December 31, 2022 was approximately 10 years. Our weighted average discount rate for our operating leases as of December 31, 2022 was approximately 9.1%. During the years ended December 31, 2022 and 2021, we paid real estate rent payments of $282,820 and $278,506, respectively, and non-real estate operating lease payments of $2,027 and $2,915, respectively for amounts that had been included in the measurement of our operating lease liabilities. Maturities of the finance lease liabilities related to the finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2022, were as follows: SVC Lease (1) Other Total Years ended December 31: 2023 $ 2,656 $ 4,289 $ 6,945 2024 2,722 3,848 6,570 2025 2,790 3,242 6,032 2026 2,860 2,982 5,842 2027 2,932 2,685 5,617 Thereafter 19,194 1,416 20,610 Total finance lease payments 33,154 18,462 51,616 Less: present value discount (2) (7,085) (1,737) (8,822) Present value of finance lease liabilities $ 26,069 $ 16,725 $ 42,794 (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, 2022 was approximately 9 years. Our weighted average discount rate for our finance leases as of December 31, 2022 was approximately 4.3%. During the years ended December 31, 2022 and 2021 we paid $6,780 and $3,982, respectively, for amounts that had been included in the measurement of our finance lease liabilities. As a Lessor During 2022, we acquired the operating assets related to two travel centers we previously leased to franchisees. These lease agreements expired in June 2022. Rent revenues from these operating leases totaled $1,190, $2,359 and $2,312 for the years ended December 31, 2022, 2021 and 2020, respectively. See Note 3 for more information regarding these acquisitions. See above for information regarding certain travel centers that we lease 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 properties we own 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, 2022, 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, 2022, 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 $256,192, $253,202 and $250,446 for the years ended December 31, 2022, 2021 and 2020, respectively. Included in these rent expense amounts are percentage rent payable of $10,578, $7,085, and $2,764 for 2022, 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, net adjustments to record minimum annual rent on a straight line basis over the terms of the leases, the estimated future payments by us for the cost of removing underground storage tanks on a straight line basis and the benefit of other lease incentives. As of December 31, 2022, the present value of the estimated future payments related to these underground storage tanks were $27,298 and are recorded in other noncurrent liabilities on our consolidated balance sheets. In addition, we paid $17,615 of our deferred rent obligations during the years ended December 31, 2022, 2021 and 2020. The remaining balance of our deferred rent obligations was $4,404 as of December 31, 2022, and we paid that amount in January 2023. As of December 31, 2022, 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, 2022, 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 $1,902, $1,940 and $2,064 for the years ended December 31, 2022, 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, 2022, 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, 2022 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 243,636 $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 2,660 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 12,556 9,101 4,524 Variable lease costs: other Real estate rent expense 861 541 628 Total real estate rent expense 259,713 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 3,700 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 290 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 517 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 2,212 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 3,474 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,169 1,018 — Interest on finance lease liabilities: other Interest expense, net 685 476 99 Sublease income Nonfuel revenues (1,902) (1,940) (2,064) Net lease costs $ 269,858 $ 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. Lease Assets and Liabilities As of December 31, 2022 and 2021 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, 2022 2021 Operating lease assets: SVC Leases $ 1,560,616 $ 1,649,142 Other 15,922 10,384 Total operating lease assets $ 1,576,538 $ 1,659,526 Current operating lease liabilities: SVC Leases $ 110,521 $ 114,372 Other 3,419 3,633 Total current operating lease liabilities $ 113,940 $ 118,005 Noncurrent operating lease liabilities: SVC Leases $ 1,538,031 $ 1,648,112 Other 12,996 7,247 Total noncurrent operating lease liabilities $ 1,551,027 $ 1,655,359 As of December 31, 2022 and 2021 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, 2022 2021 Finance lease assets: SVC Leases $ 24,330 $ 26,542 Other 16,205 15,781 Total finance lease assets $ 40,535 $ 42,323 Current finance lease liabilities: SVC Leases $ 1,552 $ 1,517 Other 3,690 2,814 Total current finance lease liabilities $ 5,242 $ 4,331 Noncurrent finance lease liabilities: SVC Leases $ 24,517 $ 25,974 Other 13,034 13,240 Total noncurrent finance lease liabilities $ 37,551 $ 39,214 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, 2022, were as follows: SVC Leases (1) Other Total Years ended December 31: 2023 $ 255,469 $ 4,059 $ 259,528 2024 251,295 2,961 254,256 2025 251,283 2,851 254,134 2026 251,278 2,495 253,773 2027 251,299 1,609 252,908 Thereafter 1,287,350 5,640 1,292,990 Total operating lease payments 2,547,974 19,615 2,567,589 Less: present value discount (2) (899,422) (3,192) (902,614) Present value of operating lease liabilities $ 1,648,552 $ 16,423 $ 1,664,975 (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, including properties we sublease from SVC. The weighted average remaining lease term for our operating leases as of December 31, 2022 was approximately 10 years. Our weighted average discount rate for our operating leases as of December 31, 2022 was approximately 9.1%. During the years ended December 31, 2022 and 2021, we paid real estate rent payments of $282,820 and $278,506, respectively, and non-real estate operating lease payments of $2,027 and $2,915, respectively for amounts that had been included in the measurement of our operating lease liabilities. Maturities of the finance lease liabilities related to the finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2022, were as follows: SVC Lease (1) Other Total Years ended December 31: 2023 $ 2,656 $ 4,289 $ 6,945 2024 2,722 3,848 6,570 2025 2,790 3,242 6,032 2026 2,860 2,982 5,842 2027 2,932 2,685 5,617 Thereafter 19,194 1,416 20,610 Total finance lease payments 33,154 18,462 51,616 Less: present value discount (2) (7,085) (1,737) (8,822) Present value of finance lease liabilities $ 26,069 $ 16,725 $ 42,794 (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, 2022 was approximately 9 years. Our weighted average discount rate for our finance leases as of December 31, 2022 was approximately 4.3%. During the years ended December 31, 2022 and 2021 we paid $6,780 and $3,982, respectively, for amounts that had been included in the measurement of our finance lease liabilities. As a Lessor During 2022, we acquired the operating assets related to two travel centers we previously leased to franchisees. These lease agreements expired in June 2022. Rent revenues from these operating leases totaled $1,190, $2,359 and $2,312 for the years ended December 31, 2022, 2021 and 2020, respectively. See Note 3 for more information regarding these acquisitions. See above for information regarding certain travel centers that we lease 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 properties we own to third parties to operate other retail operations. |