Management Agreements and Leases | Note 8. Management Agreements and Leases As of September 30, 2018 , we owned 325 hotels and 199 travel centers, which were included in 13 operating agreements. We do not operate any of our properties. As of September 30, 2018 , 323 of our hotels were leased to our TRSs and managed by independent hotel operating companies and two hotels were leased to third parties. As of September 30, 2018 , our hotel properties were managed by or leased to separate subsidiaries of Marriott International, Inc., or Marriott, InterContinental, Sonesta, Wyndham Hotels & Resorts, Inc., or Wyndham, Hyatt Hotels Corporation, or Hyatt, and Radisson under eight agreements. These hotel agreements have initial terms expiring between 2019 and 2038. Each of these agreements is for between one and 100 of our hotels. In general, the agreements contain renewal options for all, but not less than all, of the affected properties included in each agreement, and the renewal terms range between 20 to 60 years. Most of these agreements require the third party manager or tenant to: (1) make payments to us of minimum returns or minimum rents; (2) deposit a percentage of total hotel sales into reserves established for the regular refurbishment of our hotels, or FF&E reserves; and (3) for our managed hotels, make payments to our TRSs of additional returns to the extent of available cash flows after payment of operating expenses, funding of the FF&E reserves, payment of our minimum returns, payment of certain management fees and replenishment of security deposits or guarantees. Some of our managers or tenants or their affiliates have provided deposits or guarantees to secure their obligations to pay us. Marriott No. 1 agreement . Our management agreement with Marriott for 53 hotels, or our Marriott No. 1 agreement, provides that, as of September 30, 2018 , we are to be paid an annual minimum return of $69,409 to the extent that gross revenues of the hotels, after payment of hotel operating expenses and funding of the FF&E reserve, are sufficient to do so. Marriott’s base and incentive management fees are only earned after we receive our minimum returns. We realized minimum returns of $17,335 and $17,247 during the three months ended September 30, 2018 and 2017 , respectively, and minimum returns of $51,954 and $51,657 during the nine months ended September 30, 2018 and 2017 , respectively, under this agreement. We also realized additional returns of $2,584 and $5,113 during the three and nine months ended September 30, 2018 and $3,603 and $6,807 during the three and nine months ended September 30, 2017 , respectively, which represent our share of hotel cash flows in excess of the minimum returns due to us for these periods. We do not have any security deposits or guarantees for our minimum returns from the 53 hotels included in our Marriott No. 1 agreement. Accordingly, the minimum returns we receive from these hotels managed by Marriott are limited to the hotels' available cash flows after payment of operating expenses and funding of the FF&E reserve. We funded $1,769 for capital improvements to certain of the hotels included in our Marriott No. 1 agreement during the nine months ended September 30, 2018 . We currently expect to fund approximately $8,200 for capital improvements to certain hotels under our Marriott No. 1 agreement during the last three months of 2018 . As we fund these improvements, the annual minimum returns payable to us increase by 10% of the amounts funded. Marriott No. 234 agreement. Our management agreement with Marriott for 68 hotels, or our Marriott No. 234 agreement, provides that, as of September 30, 2018 , we are to be paid an annual minimum return of $107,110 . We realized minimum returns of $26,772 and $26,591 during the three months ended September 30, 2018 and 2017 , respectively, and $80,199 and $79,771 during the nine months ended September 30, 2018 and 2017 , respectively, under this agreement. Pursuant to our Marriott No. 234 agreement, Marriott has provided us with a security deposit to cover minimum return payment shortfalls, if any. Under this agreement, this security deposit may be replenished and increased up to $64,700 from a share of hotel cash flows in excess of the minimum returns due to us. Marriott’s base and incentive management fees are only earned after we receive our minimum returns. During the nine months ended September 30, 2018 , our available security deposit was replenished by $7,686 from a share of hotel cash flows in excess of the minimum returns due to us during the period. The available balance of this security deposit was $33,657 as of September 30, 2018 . Pursuant to our Marriott No. 234 agreement, Marriott has also provided us with a limited guarantee which expires in 2019 for shortfalls up to 90% of our minimum returns, if and after the available security deposit has been depleted. The available balance of the guarantee was $30,672 as of September 30, 2018 . We funded $6,355 for capital improvements to certain of the hotels included in our Marriott No. 234 agreement during the nine months ended September 30, 2018 . We currently expect to fund approximately $1,200 for capital improvements to certain hotels under our Marriott No. 234 agreement during the last three months of 2018 . As we fund these improvements, the annual minimum returns payable to us increase by 9% of the amounts funded. Marriott No. 5 agreement . We lease one hotel in Kauai, HI to Marriott which requires that, as of September 30, 2018 , we are paid annual minimum rents of $10,321 . This lease is guaranteed by Marriott and we realized $2,580 and $2,540 of rent for this hotel during the three months ended September 30, 2018 and 2017 , respectively, and $7,740 and $7,620 during the nine months ended September 30, 2018 and 2017 , respectively. The guarantee provided by Marriott with respect to this leased hotel is unlimited. Marriott has four renewal options for 15 years each. On August 31, 2016, Marriott notified us that it will not exercise its renewal option at the expiration of the current lease term ending on December 31, 2019. InterContinental agreement. Our management agreement with InterContinental for 100 hotels, or our InterContinental agreement, provides that, as of September 30, 2018 , we are to be paid annual minimum returns and rents of $190,521 . We realized minimum returns and rents of $47,630 and $46,404 during the three months ended September 30, 2018 and 2017 , respectively, and $142,316 and $131,649 during the nine months ended September 30, 2018 and 2017 , respectively, under this agreement. We also realized additional returns under this agreement of $6,653 and $8,264 during the three months ended September 30, 2018 and 2017 , respectively, and $8,373 and $11,836 during the nine months ended September 30, 2018 and 2017 , respectively, from our share of hotel cash flows in excess of the minimum returns and rents due to us for that period. Pursuant to our InterContinental agreement, InterContinental has provided us with a security deposit to cover minimum payment shortfalls, if any. Under this agreement, InterContinental is required to maintain a minimum security deposit of $37,000 and this security deposit may be replenished and increased up to $100,000 from a share of future cash flows from the hotels in excess of our minimum returns and rents. The available balance of the InterContinental security deposit remained at the maximum contractual amount of $100,000 as of September 30, 2018 . We did not fund any capital improvements to our InterContinental hotels during the nine months ended September 30, 2018 . We currently expect to fund approximately $44,600 during the last three months of 2018 and approximately $56,200 during 2019 for capital improvements to certain hotels under our InterContinental agreement. As we fund these improvements, the annual minimum returns and rents payable to us increase by 8% of the amounts funded. Sonesta agreement. As of September 30, 2018 , Sonesta managed 11 of our full service hotels and 39 of our limited service hotels pursuant to management agreements for each of the hotels, which we refer to collectively as our Sonesta agreement, and a pooling agreement, which combines those management agreements for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and minimum returns due to us. Our Sonesta agreement provides that we are paid a fixed annual minimum return equal to 8% of our invested capital, as defined therein, which was $123,180 as of September 30, 2018 , if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. Our Sonesta agreement further provides that we are paid an additional return based upon operating profits, as defined therein, after payment of Sonesta’s incentive fee, if applicable. We do not have any security deposits or guarantees for our hotels managed by Sonesta. Accordingly, the returns we receive from our hotels managed by Sonesta are limited to the hotels’ available cash flows after payment of operating expenses, including management and related fees. We realized returns of $21,732 and $18,741 during the three months ended September 30, 2018 and 2017 , respectively, and $61,606 and $53,808 during the nine months ended September 30, 2018 and 2017 , respectively, under our Sonesta agreement. Pursuant to our Sonesta agreement, we recognized management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third party reservation transmission fees payable to Sonesta of $9,437 and $7,432 for the three months ended September 30, 2018 and 2017 , respectively, and $26,245 and $20,719 for the nine months ended September 30, 2018 and 2017 , respectively. In addition, we recognized procurement and construction supervision fees payable to Sonesta of $713 and $479 for the three months ended September 30, 2018 and 2017 , respectively, and $1,907 and $673 for the nine months ended September 30, 2018 and 2017 , respectively, pursuant to our Sonesta agreement. These amounts are included in hotel operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. Our Sonesta agreement does not require FF&E escrow deposits, but does require us to fund capital expenditures that we approve at our hotels managed by Sonesta. We funded $64,032 and $21,892 for renovations and other capital improvements to certain hotels included in our Sonesta agreement during the nine months ended September 30, 2018 , and 2017 , respectively, which resulted in increases in our contractual annual minimum returns of $3,948 and $742 , respectively. We currently expect to fund approximately $26,900 during the last three months of 2018 and approximately $79,100 during 2019 for renovations and other capital improvements to certain of our hotels managed by Sonesta. The annual minimum returns due to us under the Sonesta agreement increase by 8% of the capital expenditure amounts we fund in excess of threshold amounts, as defined therein. We owed Sonesta $6,735 and $5,685 for capital expenditure and other reimbursements at September 30, 2018 and 2017 , respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets. See Notes 7 and 10 for further information regarding our transactions and relationship with Sonesta. Morgans agreement. Prior to May 8, 2018 , we leased The Clift Hotel in San Francisco, CA to Morgans Hotel Group, or Morgans. This lease was scheduled to expire in 2103 and required annual rent to us of $7,595 . During the period of January 1, 2018 through May 8, 2018, all contractual rent due to us under the Morgans lease was paid to us. On May 8, 2018 , pursuant to a settlement agreement with Morgans and SBE Entertainment Group, LLC, our Morgans lease was terminated and Morgans surrendered possession of the hotel to us. We rebranded this hotel to the Royal Sonesta ® brand and added it to our management agreement with Sonesta. The terms of the management agreement are consistent with the terms of our other management agreements with Sonesta for full service hotels. Wyndham agreements . Our management agreement with Wyndham for 22 hotels, or our Wyndham agreement, provides that, as of September 30, 2018 , we are to be paid annual minimum returns of $27,677 . Pursuant to our Wyndham agreement, Wyndham has provided us with a guarantee, which was limited to $35,656 , subject to an annual payment limit of $17,828 , and expires on July 28, 2020. This guarantee was depleted during 2017 and remained depleted as of September 30, 2018 . This guaranty may be replenished from a share of future cash flows from these hotels in excess of our minimum returns. The Wyndham agreement provides that if the hotel cash flows available after payment of hotel operating expenses are less than the minimum returns due to us and if the guaranty is depleted, to avoid a default Wyndham is required to pay us the greater of the available hotel cash flows after payment of hotel operating expenses and 85% of the contractual amount due to us. During the three and nine months ended September 30, 2018 , we realized returns of $5,869 and $17,588 , respectively, which represents 85% of the minimum returns due for the period, under this agreement. During the three and nine months ended September 30, 2017 , we realized returns of $6,847 and $20,489 , respectively, under this agreement. Our Wyndham agreement requires FF&E escrow deposits equal to 5% of total hotel sales for all hotels included in the agreement subject to available cash flows after payment of our minimum return. No FF&E escrow deposits were made during the nine months ended September 30, 2018 . We funded $1,449 for capital improvements to certain of the hotels included in our Wyndham agreement during the nine months ended September 30, 2018 . We currently expect to fund approximately $6,600 for capital improvements to certain hotels under our Wyndham agreement during the last three months of 2018 . As we fund these improvements, the annual minimum returns payable to us increase by 8% of the amounts funded. We also lease 48 vacation units in one of our hotels to a subsidiary of Wyndham Destinations, Inc. (NYSE: WYND), or Destinations, which requires that, as of September 30, 2018 , we are paid annual minimum rents of $1,449 . The guaranty provided by Destinations with respect to the Destinations lease for part of one hotel is unlimited. We recognized the contractual rents of $454 during the three months ended September 30, 2018 and 2017 and $1,361 during the nine months ended September 30, 2018 and 2017 under our Destinations lease agreement. Our lease with Destinations for 48 vacation units is subject to termination in the event of a manager default under our Wyndham agreement. Rental income for the three months ended September 30, 2018 and 2017 for this lease includes $91 and $102 , respectively, and $273 and $306 for the nine months ended September 30, 2018 and 2017 , respectively, of adjustments necessary to record rent on a straight line basis. Hyatt agreement. Our management agreement with Hyatt for 22 hotels, or our Hyatt agreement, provides that, as of September 30, 2018 , we are to be paid an annual minimum return of $22,037 . We realized minimum returns of $5,509 during each of the three months ended September 30, 2018 and 2017 and minimum returns of $16,528 during each of the nine months ended September 30, 2018 and 2017 under this agreement. Pursuant to our Hyatt agreement, Hyatt has provided us with a guarantee, which is limited to $50,000 . During the nine months ended September 30, 2018 , the available guarantee was replenished by $2,415 from a share of hotel cash flows in excess of the minimum returns due to us. The available balance of the guarantee was $23,521 as of September 30, 2018 . Radisson agreement. Our management agreement with Radisson for nine hotels, or our Radisson agreement, provides that, as of September 30, 2018 , we are to be paid an annual minimum return of $18,920 . We realized minimum returns of $4,730 and $3,230 during the three months ended September 30, 2018 and 2017 , respectively, and $11,453 and $9,690 during the nine months ended September 30, 2018 and 2017 , respectively, under this agreement. In connection with our acquisition of the Radisson Blu ® hotel described in Note 7, the available balance of the guaranty under our Radisson agreement was increased by $6,000 and the guaranty cap was increased to $46,000 . During the nine months ended September 30, 2018 , our available guarantee was replenished by $4,199 from a share of hotel cash flows in excess of the minimum returns due to us. The available balance of the guarantee was $43,563 as of September 30, 2018 . We did not fund any capital improvement costs at hotels included in our Radisson agreement during the nine months ended September 30, 2018 . We currently expect to fund approximately $2,800 during the last three months of 2018 and approximately $32,200 during 2019 for capital improvements to certain hotels under our Radisson agreement. Our annual minimum returns, the available balance of the guaranty and the limited guaranty cap under our Radisson agreement will increase by 8% of any amounts we fund. TA leases. As of September 30, 2018 , we leased to TA a total of 199 travel centers under five leases. We recognized rental income from TA of $74,797 and $73,279 for the three months ended September 30, 2018 and 2017 , respectively, and $223,458 and $217,420 for the nine months ended September 30, 2018 and 2017 , respectively. Rental income for the three months ended September 30, 2018 and 2017 includes $3,037 and $2,988 , respectively, and $9,066 and $8,907 for the nine months ended September 30, 2018 and 2017 , respectively, of adjustments to record the deferred rent obligations under our TA leases and the estimated future payments to us by TA for the cost of removing underground storage tanks on a straight line basis. As of September 30, 2018 and December 31, 2017 , we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $88,164 and $78,513 , respectively. These amounts are included in due from related persons in our condensed consolidated balance sheets. Our TA leases do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non-structural components. Under our TA leases, TA may request that we fund capital improvements in return for increases in TA’s annual minimum rent equal to 8.5% of the amounts funded. We funded $44,653 and $62,888 for the nine months ended September 30, 2018 and 2017 , respectively, of capital improvements to our TA leases. As a result, TA’s annual minimum rent payable to us increased by $3,795 and $5,345 , respectively. We currently expect to fund approximately $13,600 for renovations and other capital improvements to our travel centers during the last three months of 2018 . TA is not obligated to request and we are not obligated to fund any such improvements. In addition to the rental income that we recognized during the three months ended September 30, 2018 and 2017 as described above, our TA leases require TA to pay us percentage rent based upon increases in certain sales. We determine percentage rent due under our TA leases annually and recognize any resulting amount as rental income when all contingencies are met. We had aggregate deferred percentage rent under our TA leases of $934 and $435 for the three months ended September 30, 2018 and 2017 , respectively, and $2,630 and $1,384 for the nine months ended September 30, 2018 and 2017 , respectively. See Note 10 for further information regarding our relationship with TA. Guarantees and security deposits generally. When we reduce the amounts of the security deposits we hold for payment deficiencies at our managed and leased hotels, we record income equal to the amounts by which this deposit is reduced up to the minimum return or minimum rent due to us. However, reducing the security deposits does not result in additional cash flows to us of the deficiency amounts, but reducing amounts of security deposits may reduce the refunds due to the respective tenants or managers who have provided us with these deposits upon expiration of the respective lease or management agreement. The security deposits are non-interest bearing and are not held in escrow. Under these agreements, any amount of the security deposits which are applied to payment deficits may be replenished from a share of future cash flows from the applicable hotel operations pursuant to the terms of the respective agreements. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $9,216 and $5,699 less than the minimum returns due to us for the three months ended September 30, 2018 and 2017 , respectively, and $31,030 and $18,971 less than the minimum returns due to us for the nine months ended September 30, 2018 and 2017 , respectively. When managers of these hotels are required to fund the shortfalls under the terms of our management agreements or their guarantees, we reflect such fundings (including security deposit applications) in our condensed consolidated statements of comprehensive income as a reduction of hotel operating expenses. The reduction to hotel operating expenses was $299 for the three months ended September 30, 2018 and $2,377 and $2,689 for the nine months ended September 30, 2018 and 2017 , respectively. There was no reduction to hotel operating expenses for the three months ended September 30, 2017 . We had shortfalls at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our management agreements of $9,818 and $28,653 for the three and nine months ended September 30, 2018 , respectively, which represent the unguaranteed portions of our minimum returns from our Sonesta and Wyndham agreements. We had shortfalls at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our management agreements of $5,699 and $16,282 for the three and nine months ended September 30, 2017 , which represents the unguaranteed portion of our minimum returns from our Sonesta agreement. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $21,321 and $31,355 more than the minimum returns due to us for the three months ended September 30, 2018 and 2017 , respectively, and $47,901 and $67,052 more than the minimum returns due to us for the nine months ended September 30, 2018 and 2017 , respectively. Certain of our guarantees and our security deposits may be replenished by a share of future cash flows from the applicable hotel operations in excess of the minimum returns due to us pursuant to the terms of the respective agreements. When our guarantees and our security deposits are replenished by cash flows from hotel operations, we reflect such replenishments in our condensed consolidated statements of comprehensive income as an increase to hotel operating expenses. We had $5,204 and $10,099 of guarantee and security deposit replenishments for the three months ended September 30, 2018 and 2017 , respectively, and $14,299 and $26,319 of guarantee and security deposit replenishments for the nine months ended September 30, 2018 and 2017 , respectively. |