Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | HOSPITALITY PROPERTIES TRUST | |
Entity Central Index Key | 945,394 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity filer Category | Large Accelerated Filer | |
Entity common Stock, Shares Outstanding | 164,442,379 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate properties: | ||
Land | $ 1,673,113 | $ 1,668,797 |
Buildings, improvements and equipment | 7,964,429 | 7,758,862 |
Total real estate properties, gross | 9,637,542 | 9,427,659 |
Accumulated depreciation | (2,998,741) | (2,784,478) |
Total real estate properties, net | 6,638,801 | 6,643,181 |
Cash and cash equivalents | 19,849 | 24,139 |
Restricted cash | 65,644 | 73,357 |
Due from related persons | 88,164 | 78,513 |
Other assets, net | 439,095 | 331,195 |
Total assets | 7,251,553 | 7,150,385 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Unsecured revolving credit facility | 143,000 | 398,000 |
Unsecured term loan, net | 397,143 | 399,086 |
Senior unsecured notes, net | 3,596,275 | 3,203,962 |
Security deposits | 133,770 | 126,078 |
Accounts payable and other liabilities | 178,321 | 184,788 |
Due to related persons | 10,473 | 83,049 |
Total liabilities | 4,458,982 | 4,394,963 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,442,379 and 164,349,141 shares issued and outstanding, respectively | 1,644 | 1,643 |
Additional paid in capital | 4,544,449 | 4,542,307 |
Cumulative net income | 3,684,167 | 3,310,017 |
Cumulative other comprehensive income (loss) | (108) | 79,358 |
Cumulative preferred distributions | (343,412) | (343,412) |
Cumulative common distributions | (5,094,169) | (4,834,491) |
Total shareholders’ equity | 2,792,571 | 2,755,422 |
Total liabilities and shareholders’ equity | $ 7,251,553 | $ 7,150,385 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 164,442,379 | 164,349,141 |
Common shares, shares outstanding | 164,442,379 | 164,349,141 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 603,153 | $ 577,588 | $ 1,743,737 | $ 1,636,793 |
Expenses: | ||||
Hotel operating expenses | 366,994 | 343,274 | 1,056,057 | 965,546 |
Depreciation and amortization | 101,007 | 98,205 | 300,308 | 286,811 |
General and administrative | 13,425 | 13,404 | 38,280 | 76,097 |
Total expenses | 481,426 | 454,883 | 1,394,645 | 1,328,454 |
Gain on sale of real estate | 0 | 9,348 | 0 | 9,348 |
Dividend income | 626 | 626 | 1,878 | 1,878 |
Unrealized gains on equity securities | 43,453 | 0 | 89,348 | 0 |
Interest income | 478 | 211 | 1,093 | 590 |
Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $2,570, $2,194, $7,607 and $6,541, respectively) | (49,308) | (46,574) | (145,589) | (135,329) |
Loss on early extinguishment of debt | 0 | 0 | (160) | 0 |
Income (loss) before income taxes and equity in earnings of an investee | 116,976 | 86,316 | 295,662 | 184,826 |
Income tax expense | (707) | (619) | (1,949) | (1,761) |
Equity in earnings of an investee | 830 | 31 | 881 | 533 |
Net income (loss) | 117,099 | 85,728 | 294,594 | 183,598 |
Other comprehensive income: | ||||
Unrealized gain on investment securities | 0 | 7,273 | 0 | 19,923 |
Equity interest in investee’s unrealized gains | 173 | 116 | 90 | 295 |
Other comprehensive income | 173 | 7,389 | 90 | 20,218 |
Comprehensive income | 117,272 | 93,117 | 294,684 | 203,816 |
Net income | 117,099 | 85,728 | 294,594 | 183,598 |
Preferred distributions | 0 | 0 | 0 | (1,435) |
Excess of liquidation preference over carrying value of preferred shares redeemed | 0 | 0 | 0 | (9,893) |
Net income available for common shareholders | $ 117,099 | $ 85,728 | $ 294,594 | $ 172,270 |
Weighted average common shares outstanding (basic) (in shares) | 164,232 | 164,149 | 164,212 | 164,131 |
Weighted average common shares outstanding (diluted) (in shares) | 164,274 | 164,188 | 164,242 | 164,168 |
Net income available for common shareholders per common share (basic and diluted) (in dollars per share) | $ 0.71 | $ 0.52 | $ 1.79 | $ 1.05 |
Hotel operating revenues | ||||
Revenues: | ||||
Total revenues | $ 521,250 | $ 495,550 | $ 1,496,125 | $ 1,392,995 |
Rental income | ||||
Revenues: | ||||
Total revenues | 80,690 | 80,896 | 243,701 | 240,274 |
FF&E reserve income | ||||
Revenues: | ||||
Total revenues | $ 1,213 | $ 1,142 | $ 3,911 | $ 3,524 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Interest expense, amortization of debt issuance costs and and debt discounts and premiums | $ 2,570 | $ 2,194 | $ 7,607 | $ 6,541 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 294,594 | $ 183,598 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 300,308 | 286,811 |
Amortization of debt issuance costs and debt discounts and premiums as interest | 7,607 | 6,541 |
Straight line rental income | (9,359) | (9,208) |
Security deposits received or replenished | 7,687 | 37,239 |
Loss on early extinguishment of debt | 160 | 0 |
Unrealized gains on equity securities | (89,348) | 0 |
Equity in earnings of an investee | (881) | (533) |
Gain on sale of real estate | 0 | (9,348) |
Other non-cash (income) expense, net | (2,226) | (2,523) |
Changes in assets and liabilities: | ||
Due from related persons | (585) | (992) |
Other assets | (8,627) | (14,710) |
Accounts payable and other liabilities | (21,259) | (21,979) |
Due to related persons | (74,667) | (12,619) |
Net cash provided by operating activities | 403,404 | 442,277 |
Cash flows from investing activities: | ||
Real estate acquisitions and deposits | (95,208) | (594,927) |
Real estate improvements | (111,248) | (89,955) |
Hotel managers’ purchases with restricted cash | (89,401) | (64,574) |
Hotel manager's deposit of insurance proceeds into restricted cash | 18,000 | 0 |
Net proceeds from sale of real estate | 0 | 23,438 |
Net cash used in investing activities | (277,857) | (726,018) |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes, after discounts and premiums | 389,976 | 598,246 |
Redemption of preferred shares | 0 | (290,000) |
Repurchase of convertible senior notes | 0 | (8,478) |
Borrowings under unsecured revolving credit facility | 395,000 | 631,000 |
Repayments of unsecured revolving credit facility | (650,000) | (364,000) |
Deferred financing costs | (12,242) | (5,018) |
Repurchase of common shares | (606) | (533) |
Distributions to preferred shareholders | 0 | (6,601) |
Distributions to common shareholders | (259,678) | (254,623) |
Net cash provided by (used in) financing activities | (137,550) | 299,993 |
Increase (decrease) in cash and cash equivalents and restricted cash | (12,003) | 16,252 |
Cash and cash equivalents and restricted cash at beginning of period | 97,496 | 71,352 |
Cash and cash equivalents and restricted cash at end of period | 85,493 | 87,604 |
Supplemental disclosure of cash and cash equivalents and restricted cash: | ||
Total cash and cash equivalents and restricted cash | 97,496 | 71,352 |
Supplemental cash flow information: | ||
Cash paid for interest | 158,056 | 149,261 |
Cash paid for income taxes | $ 2,804 | $ 2,588 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of Hospitality Properties Trust and its subsidiaries, or HPT, we, our or us, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2017 , as amended, or our 2017 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period, have been included. These condensed consolidated financial statements include the accounts of HPT and our subsidiaries, all of which are 100% owned directly or indirectly by HPT. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year’s presentation. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets, impairment of real estate and the valuation of intangible assets. We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™. We have concluded that we must consolidate each of our TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were $41,224 and $33,305 as of September 30, 2018 and December 31, 2017 , respectively, and consist primarily of amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $148,418 and $140,897 as of September 30, 2018 and December 31, 2017 , respectively, and consist primarily of security deposits they hold and amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements On January 1, 2018, we adopted FASB Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers , which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU No. 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. The majority of our revenue is from hotels managed under TRS structures. The adoption of this update did not have a material impact on the amount or timing of our revenue recognition for revenues from room, food and beverage, and other hotel level sales of our managed hotels in our condensed consolidated financial statements. A lesser portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach. On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The implementation of ASU No. 2016-01 resulted in the reclassification of historical changes in the fair value of our available for sale equity securities of $78,715 from cumulative other comprehensive income to cumulative net income. We also reclassified $841 from cumulative other comprehensive income to cumulative net income for our share of cumulative other comprehensive income of our equity method investee. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with ASU No. 2016-01. On January 1, 2018, we adopted FASB ASU No. 2016-18, Restricted Cash , which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The implementation of ASU 2016-18 resulted in an increase of $55,222 of net cash provided by operating activities and an increase of $42,563 of net cash used in investing activities for the nine months ended September 30, 2017 . This update also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. Restricted cash consisting of amounts escrowed by our hotel operators pursuant to the terms of our management agreements and leases to fund periodic renovations and improvements at our hotels totaled $65,644 and $73,115 as of September 30, 2018 and 2017 , respectively. See Notes 3 and 8 for further information regarding our FF&E reserves. The adoption of this update did not change our balance sheet presentation. In February 2016, the FASB issued ASU No. 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2018-07 will have in our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 3. Revenue Recognition We report hotel operating revenues for managed hotels in our condensed consolidated statements of comprehensive income. We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided. We report rental income for leased hotels and travel centers in our condensed consolidated statements of comprehensive income. We recognize rental income from operating leases on a straight line basis over the term of the lease agreements. Rental income includes $3,136 and $9,359 for the three and nine months ended September 30, 2018 , respectively, and $3,087 and $9,208 for the three and nine months ended September 30, 2017 , respectively, of adjustments necessary to record scheduled rent increases under certain of our leases, the deferred rent obligations payable to us under our leases with TravelCenters of America LLC, or TA, and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis. See Notes 8 and 10 for further information regarding our TA leases. Due from related persons includes $63,285 and $54,219 and other assets, net, includes $2,985 and $2,691 of straight line rent receivables at September 30, 2018 and December 31, 2017 , respectively. We determine percentage rent due to us under our leases annually and recognize it when all contingencies have been met and the rent is earned. We had deferred estimated percentage rent of $978 and $2,762 for the three and nine months ended September 30, 2018 , respectively, and $435 and $1,384 for the three and nine months ended September 30, 2017 , respectively. We own all the FF&E reserve (as defined in Note 8 ) escrows for our hotels. We report deposits by our third party tenants into the escrow accounts as FF&E reserve income. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income. |
Weighted Average Common Shares
Weighted Average Common Shares | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Weighted Average Common Shares | Note 4. Weighted Average Common Shares The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Weighted average common shares for basic earnings per share 164,232 164,149 164,212 164,131 Effect of dilutive securities: Unvested share awards 42 39 30 37 Weighted average common shares for diluted earnings per share 164,274 164,188 164,242 164,168 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 5. Shareholders' Equity Share Awards On April 12, 2018 , in accordance with our Trustee compensation arrangements, and in connection with the election of one of our Managing Trustees, we granted 3,000 of our common shares, valued at $25.07 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, to the Managing Trustee who was elected as a Managing Trustee that day. On June 14, 2018 , in accordance with our Trustee compensation arrangements, we granted 3,000 of our common shares, valued at $28.44 per common share, the closing price of our common shares on Nasdaq on that day to each of our five Trustees as part of their annual compensation. On September 13, 2018 , we granted an aggregate of 97,000 of our common shares, valued at $28.97 per common share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of The RMR Group LLC, or RMR LLC, under our equity compensation plan. Share Purchases On January 1, 2018 , we purchased an aggregate of 3,394 of our common shares for $29.85 per common share, the closing price of our common shares on Nasdaq on December 29, 2017, from a former officer of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. On September 24, 2018 , we purchased an aggregate of 17,808 of our common shares for $28.35 per common share, the closing price of our common shares on Nasdaq on that day, from our officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. Distributions On February 22, 2018 , we paid a regular quarterly distribution to our common shareholders of record on January 29, 2018 of $0.52 per share, or $85,460 . On May 17, 2018 , we paid a regular quarterly distribution to common shareholders of record on April 30, 2018 of $0.53 per share, or $87,105 . On August 16, 2018 , we paid a regular quarterly distribution to common shareholders of record on July 30, 2018 of $0.53 per share, or $87,113 . On October 18, 2018 , we declared a regular quarterly distribution to common shareholders of record on October 29, 2018 of $0.53 per share, or $87,154 . We expect to pay this amount on or about November 15, 2018 . Cumulative Other Comprehensive Income (Loss) Cumulative other comprehensive income (loss), as of September 30, 2018 , represents our share of the comprehensive loss of Affiliates Insurance Company, or AIC. See Note 10 for further information regarding this investment. The following table presents changes in the amounts we recognized in cumulative other comprehensive income (loss) by component for the three and nine months ended September 30, 2018 : Three Months Ended September 30, 2018 Unrealized Gain Equity in (Loss) on Investment Unrealized Gain Securities, net (Loss) of Investees Total Balance at June 30, 2018 $ — $ (281 ) $ (281 ) Current period other comprehensive income — 173 173 Balance at September 30, 2018 $ — $ (108 ) $ (108 ) Nine Months Ended September 30, 2018 Unrealized Gain Equity in (Loss) on Investment Unrealized Gain Securities, net (Loss) of Investees Total Balance at December 31, 2017 $ 78,715 $ 643 $ 79,358 Amounts reclassified from cumulative other comprehensive income to retained earnings (78,715 ) (841 ) (79,556 ) Current period other comprehensive income — 90 90 Balance at September 30, 2018 $ — $ (108 ) $ (108 ) |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | Note 6. Indebtedness Our principal debt obligations at September 30, 2018 were: (1) $143,000 of outstanding borrowings under our $1,000,000 unsecured revolving credit facility; (2) our $400,000 unsecured term loan; and (3) $3,650,000 aggregate outstanding principal amount of senior unsecured notes. Our revolving credit facility and our term loan are governed by a credit agreement with a syndicate of institutional lenders. We have a $1,000,000 revolving credit facility that is available for general business purposes, including acquisitions. Our revolving credit facility provides that we can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. On May 10, 2018 , we amended and restated the credit agreement governing our revolving credit facility and our term loan. As a result of the amendment, the interest rate payable on borrowings under our revolving credit facility was reduced from a rate of LIBOR plus a premium of 110 basis points per annum to a rate of LIBOR plus a premium of 100 basis points per annum. The facility fee remained unchanged at 20 basis points per annum on the total amount of lending commitments under this facility. The interest rate premium and facility fee are each subject to adjustment based upon changes to our credit ratings. Also as a result of the amendment, the stated maturity date of this facility was extended from July 15, 2018 to July 15, 2022 , and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the maturity date of the facility for two additional six month periods. As a result of this amendment, we recognized a loss on early extinguishment of debt related to the revolving credit facility of $90 during the three months ended June 30, 2018 to write off unamortized debt issuance costs. As of September 30, 2018 , the annual interest rate payable on borrowings under our revolving credit facility was 3.09% . The weighted average annual interest rate for borrowings under our revolving credit facility was 2.97% and 3.00% for the three and nine months ended September 30, 2018 , respectively, and 2.33% and 2.17% for the three and nine months ended September 30, 2017 , respectively. As of September 30, 2018 , we had $143,000 outstanding and $857,000 available under our revolving credit facility. As of November 5, 2018 , we had $119,000 outstanding and $881,000 available to borrow under our revolving credit facility. As a result of the amendment to our credit agreement, the interest rate payable on borrowings under our term loan was reduced from a rate of LIBOR plus a premium of 120 basis points per annum to a rate of LIBOR plus a premium of 110 basis points per annum, subject to adjustment based upon changes to our credit ratings. Also as a result of the amendment, the stated maturity date of the term loan was extended from April 15, 2019 to July 15, 2023 . Our term loan is prepayable without penalty at any time. As a result of this amendment, we recognized a loss on early extinguishment of debt related to the term loan of $70 during the three months ended June 30, 2018 to write off unamortized debt issuance costs. As of September 30, 2018 , the annual interest rate for the amount outstanding under our term loan was 3.20% . The weighted average annual interest rate for borrowings under our term loan was 3.19% and 3.02% for the three and nine months ended September 30, 2018 , respectively, and 2.43% and 2.20% for the three and nine months ended September 30, 2017 , respectively. Our credit agreement also includes a feature under which maximum aggregate borrowings may be increased to up to $2,300,000 on a combined basis in certain circumstances. Our credit agreement and our unsecured senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR LLC ceasing to act as our business manager. Our credit agreement and our unsecured senior notes indentures and their supplements also contain a number of covenants, including covenants that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. We believe we were in compliance with the terms and conditions of our credit agreement and our unsecured senior notes indentures and their supplements at September 30, 2018 . On February 2, 2018 , we issued $400,000 principal amount of 4.375% senior notes due 2030 in a public offering. Net proceeds from this offering were $386,400 after discounts and expenses. |
Real Estate Properties
Real Estate Properties | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Properties | Note 7. Real Estate Properties At September 30, 2018 , we owned 325 hotels and 199 travel centers. During the nine months ended September 30, 2018 , we funded $118,733 for improvements to certain of our properties which, pursuant to the terms of our management and lease agreements with our hotel managers and tenants, resulted in increases in our contractual annual minimum returns and rents of $8,608 . See Notes 8 and 10 for further information about our management and lease agreements and our fundings of improvements to certain of our properties. Acquisitions During the nine months ended September 30, 2018 , we acquired two hotels. We accounted for these transactions as acquisitions of assets. Our allocation of the purchase price of each of these acquisitions based on the estimated fair value of the acquired assets and assumed liabilities is presented in the table below. Acquisition Date Location Purchase Price Land Land Improvements Building and Improvements Furniture, Fixtures and Equipment 6/15/2018 Minneapolis, MN (1) 75,572 $ 2,196 $ — $ 68,384 $ 4,992 6/15/2018 Baton Rouge, LA (2) 16,022 2,242 173 12,842 765 $ 91,594 $ 4,438 $ 173 $ 81,226 $ 5,757 (1) On June 15, 2018 , we acquired the 360 room Radisson Blu ® hotel in Minneapolis, MN for a purchase price of $75,572 , including capitalized acquisition costs of $572 . We added this hotel to our management agreement with Radisson Hospitality, Inc., or Radisson. (2) On June 15, 2018 , we acquired the 117 suite Staybridge Suites ® at Louisiana State University in Baton Rouge, LA for a purchase price of $16,022 including capitalized acquisition costs of $272 . We added this hotel to our management agreement with InterContinental Hotels Group, plc, or InterContinental. See Note 8 for further information regarding our Radisson and InterContinental agreements. On October 30, 2018 , we acquired a hotel with 164 suites in Scottsdale, AZ for a purchase price of $35,885 , excluding acquisition related costs. In connection with this acquisition, we converted this hotel to the Sonesta Suites ® brand and added it to our management agreement with Sonesta International Hotels Corporation, or Sonesta. See Notes 8 and 10 for further information regarding our Sonesta agreement. |
Management Agreements and Lease
Management Agreements and Leases | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
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. |
Business and Property Managemen
Business and Property Management Agreements with RMR LLC | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Business and Property Management Agreements with RMR LLC | Note 9. Business and Property Management Agreements with RMR LLC We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of the office building component of one of our hotels. Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $10,430 and $10,865 for the three months ended September 30, 2018 and 2017 , respectively, and $30,048 and $68,526 for the nine months ended September 30, 2018 and 2017 , respectively. Based on our common share total return, as defined in our business management agreement, as of September 30, 2018 , no 2018 incentive fees are included in the net business management fees we recognized for the three and nine months ended September 30, 2018 . The actual amount of annual incentive fees for 2018 , if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, 2018 , and will be payable in 2019 . The net business management fees we recognized for the three and nine months ended September 30, 2017 included $873 and $38,243 , respectively, of then estimated 2017 incentive fees; in January 2018 , we paid RMR LLC an incentive fee of $74,573 for 2017 . These amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. Pursuant to our property management agreement with RMR LLC, we recognized property management fees of $18 and $12 for the three months ended September 30, 2018 and 2017 , respectively, and $43 and $33 for the nine months ended September 30, 2018 and 2017 , respectively. These fees are payable in connection with the management of the office building component of one of our hotels. These amounts are included in hotel operating expenses in our condensed consolidated statements of comprehensive income. We are generally responsible for all of our operating expenses, including certain expenses incurred by RMR LLC on our behalf. We reimbursed RMR LLC $56 and $40 for property management related expenses related to the office building component of one of our hotels for the three months ended September 30, 2018 and 2017 , respectively, and $167 and $131 for the nine months ended September 30, 2018 and 2017 , respectively, which amounts are included in hotel operating expenses in our condensed consolidated statements of comprehensive income. In addition, we are responsible for our share of RMR LLC’s costs for providing our internal audit function. The amounts recognized as expense for internal audit costs were $49 and $67 for the three months ended September 30, 2018 and 2017 , respectively, and $173 and $202 for the nine months ended September 30, 2018 and 2017 , respectively. These amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income for these periods. |
Related Person Transactions
Related Person Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Note 10. Related Person Transactions We have relationships and historical and continuing transactions with TA, Sonesta, RMR LLC, The RMR Group Inc., or RMR Inc., AIC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and which have trustees, directors and officers who are also our Trustees or officers. Mr. Mark L. Kleifges, our Chief Financial Officer and Treasurer, has announced his retirement from his positions with us effective December 31, 2018. TA . TA is our largest tenant and property operator, leasing 34% of our gross carrying value of real estate properties as of September 30, 2018 . We lease all of our travel centers to TA under the TA leases. We are also TA’s largest shareholder; as of September 30, 2018 , we owned 3,420,000 common shares of TA, representing approximately 8.6% of TA’s outstanding common shares. RMR LLC provides management services to both us and TA, and Adam D. Portnoy, one of our Managing Trustees, also serves as a managing director of TA. As of October 10, 2018, RMR LLC owned approximately 3.8% of TA's outstanding common shares. See Note 8 for further information regarding our relationships, agreements and transactions with TA and Note 13 for further information regarding our investment in TA. Sonesta. Sonesta is a private company owned in part by Adam D. Portnoy, one of our Managing Trustees. As of September 30, 2018 , Sonesta managed 50 of our hotels pursuant to management and pooling agreements. See Note 8 for further information regarding our relationships, agreements and transactions with Sonesta. Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 9 for further information regarding our management agreements with RMR LLC. We have historically granted share awards to our officers and other RMR LLC employees under our equity compensation plans. In September 2018 and 2017 , we granted annual awards of 97,000 and 85,000 of our common shares, respectively, to our officers and other employees of RMR LLC. In September 2018 and 2017 , we purchased 17,808 and 18,559 of our common shares, respectively, valued at the closing price of our common shares on Nasdaq on the applicable date of purchase in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares to certain of our officers and other employees of RMR LLC. We include the amounts recognized as expense for share awards to our officers and other RMR LLC employees in general and administrative expenses in our condensed consolidated statements of comprehensive income. RMR Inc. RMR LLC is a majority owned subsidiary of RMR Inc. and RMR Inc. is the managing member of RMR LLC. Adam D. Portnoy, one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and a managing director, president and chief executive officer of RMR Inc. and an officer of RMR LLC. John G. Murray, our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive officer of RMR LLC. Other officers of RMR LLC also serve as our officers. As of September 30, 2018 , we owned 2,503,777 shares of class A common stock of RMR Inc. See Note 13 for further information regarding our investment in RMR Inc. AIC . We, ABP Trust, TA and four other companies to which RMR LLC provides management services currently own AIC in equal amounts. We and the other AIC shareholders participate in a combined property insurance program arranged and reinsured in part by AIC. We paid aggregate annual premiums, including taxes and fees, of approximately $5,738 in connection with the renewal of this insurance program for the policy year ending June 30, 2019, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. As of September 30, 2018 and December 31, 2017 , our investment in AIC had a carrying value of $9,163 and $8,192 , respectively. These amounts are included in other assets in our condensed consolidated balance sheets. We recognized income related to our investment in AIC, which is presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income. Our other comprehensive income includes our proportionate part of unrealized gains and (losses) on securities that are owned by AIC related to our investment in AIC. For further information about these and certain other such relationships and certain other related person transactions, refer to our 2017 Annual Report. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes We have elected to be taxed as a real estate investment trust, or REIT, under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT. During the three and nine months ended September 30, 2018 , we recognized income tax expense of $707 and $1,949 , respectively, which includes $291 and $631 , respectively, of foreign taxes and $416 and $1,318 , respectively, of state taxes. During the three and nine months ended September 30, 2017 , we recognized income tax expense (benefit) of $619 and $1,761 , respectively, which includes $125 and $486 , respectively, of foreign taxes, ($6) and $30 , respectively, of federal taxes and $500 and $1,245 , respectively, of state taxes. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. Segment Information We aggregate our hotels and travel centers into two reportable segments, hotel investments and travel center investments, based on their similar operating and economic characteristics. For the Three Months Ended September 30, 2018 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 521,250 $ — $ — $ 521,250 Rental income 5,893 74,797 — 80,690 FF&E reserve income 1,213 — — 1,213 Total revenues 528,356 74,797 — 603,153 Expenses: Hotel operating expenses 366,994 — — 366,994 Depreciation and amortization 64,415 36,592 — 101,007 General and administrative — — 13,425 13,425 Total expenses 431,409 36,592 13,425 481,426 Dividend income — — 626 626 Unrealized gains on equity securities — — 43,453 43,453 Interest income — — 478 478 Interest expense — — (49,308 ) (49,308 ) Income (loss) before income taxes and equity in earnings of an investee 96,947 38,205 (18,176 ) 116,976 Income tax expense — — (707 ) (707 ) Equity in earnings of an investee — — 830 830 Net income (loss) $ 96,947 $ 38,205 $ (18,053 ) $ 117,099 For the Nine Months Ended September 30, 2018 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 1,496,125 $ — $ — $ 1,496,125 Rental income 20,243 223,458 — 243,701 FF&E reserve income 3,911 — — 3,911 Total revenues 1,520,279 223,458 — 1,743,737 Expenses: Hotel operating expenses 1,056,057 — — 1,056,057 Depreciation and amortization 189,814 110,494 — 300,308 General and administrative — — 38,280 38,280 Total expenses 1,245,871 110,494 38,280 1,394,645 Dividend income — — 1,878 1,878 Unrealized gains on equity securities — — 89,348 89,348 Interest income — — 1,093 1,093 Interest expense — — (145,589 ) (145,589 ) Loss on early extinguishment of debt — — (160 ) (160 ) Income (loss) before income taxes and equity in earnings of an investee 274,408 112,964 (91,710 ) 295,662 Income tax expense — — (1,949 ) (1,949 ) Equity in earnings of an investee — — 881 881 Net income (loss) $ 274,408 $ 112,964 $ (92,778 ) $ 294,594 As of September 30, 2018 Hotels Travel Centers Corporate Consolidated Total assets $ 4,538,553 $ 2,419,794 $ 293,206 $ 7,251,553 For the Three Months Ended September 30, 2017 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 495,550 $ — $ — $ 495,550 Rental income 7,617 73,279 — 80,896 FF&E reserve income 1,142 — — 1,142 Total revenues 504,309 73,279 — 577,588 Expenses: Hotel operating expenses 343,274 — — 343,274 Depreciation and amortization 61,996 36,209 — 98,205 General and administrative — — 13,404 13,404 Total expenses 405,270 36,209 13,404 454,883 Gain on sale of real estate 9,348 — — 9,348 Dividend income — — 626 626 Interest income — — 211 211 Interest expense — — (46,574 ) (46,574 ) Income (loss) before income taxes and equity in earnings of an investee 108,387 37,070 (59,141 ) 86,316 Income tax expense — — (619 ) (619 ) Equity in earnings of an investee — — 31 31 Net income (loss) $ 108,387 $ 37,070 $ (59,729 ) $ 85,728 For the Nine Months Ended September 30, 2017 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 1,392,995 $ — $ — $ 1,392,995 Rental income 22,854 217,420 — 240,274 FF&E reserve income 3,524 — — 3,524 Total revenues 1,419,373 217,420 — 1,636,793 Expenses: Hotel operating expenses 965,546 — — 965,546 Depreciation and amortization 179,503 107,308 — 286,811 General and administrative — — 76,097 76,097 Total expenses 1,145,049 107,308 76,097 1,328,454 Gain on sale of real estate 9,348 — — 9,348 Dividend income — — 1,878 1,878 Interest income — — 590 590 Interest expense — — (135,329 ) (135,329 ) Income (loss) before income taxes and equity in earnings of an investee 283,672 110,112 (208,958 ) 184,826 Income tax expense — — (1,761 ) (1,761 ) Equity in earnings of an investee — — 533 533 Net income (loss) $ 283,672 $ 110,112 $ (210,186 ) $ 183,598 As of December 31, 2017 Hotels Travel Centers Corporate Consolidated Total assets $ 4,477,512 $ 2,476,073 $ 196,800 $ 7,150,385 |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | Note 13. Fair Value of Assets and Liabilities The table below presents certain of our assets carried at fair value at September 30, 2018 , categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. Fair Value at September 30, 2018 Using Quoted Prices in Active Markets for Significant Other Significant Carrying Value at Identical Assets Observable Inputs Unobservable Inputs Description September 30, 2018 (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurement Assets: Investment in TA (1) $ 19,494 $ 19,494 $ — $ — Investment in RMR Inc. (2) $ 232,351 $ 232,351 $ — $ — (1) Our 3,420,000 common shares of TA, which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $17,407 as of September 30, 2018 . During the three and nine months ended September 30, 2018 , we recorded unrealized gains of $7,524 and $5,472 , respectively, to adjust the carrying value of our investment in TA shares to their fair value as of September 30, 2018 . (2) Our 2,503,777 shares of class A common stock of RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $66,374 as of September 30, 2018 . During the three and nine months ended September 30, 2018 , we recorded unrealized gains of $35,929 and $83,876 , respectively, to adjust the carrying value of our investment in RMR Inc. shares to their fair value as of September 30, 2018 . In addition to the investment securities included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, term loan, senior notes and security deposits. At September 30, 2018 and December 31, 2017 , the fair values of these additional financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short term nature or variable interest rates, except as follows: September 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Value (1) Value Value (1) Value Senior Unsecured Notes, due 2021 at 4.25% $ 396,578 $ 402,810 $ 395,497 $ 413,676 Senior Unsecured Notes, due 2022 at 5.00% 495,307 512,548 494,398 533,908 Senior Unsecured Notes, due 2023 at 4.50% 499,227 502,033 499,104 523,275 Senior Unsecured Notes, due 2024 at 4.65% 347,788 348,565 347,484 368,804 Senior Unsecured Notes, due 2025 at 4.50% 345,571 341,129 345,055 363,589 Senior Unsecured Notes, due 2026 at 5.25% 341,673 353,250 340,826 377,431 Senior Unsecured Notes, due 2027 at 4.95% 393,704 392,696 393,137 422,914 Senior Unsecured Notes, due 2028 at 3.95% 389,322 362,642 388,461 390,930 Senior Unsecured Notes, due 2030 at 4.375% 387,105 367,644 — — Total financial liabilities $ 3,596,275 $ 3,583,317 $ 3,203,962 $ 3,394,527 (1) Carrying value includes unamortized discounts and premiums and issuance costs. At September 30, 2018 and December 31, 2017 , we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements of Hospitality Properties Trust and its subsidiaries, or HPT, we, our or us, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2017 , as amended, or our 2017 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period, have been included. These condensed consolidated financial statements include the accounts of HPT and our subsidiaries, all of which are 100% owned directly or indirectly by HPT. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year’s presentation. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets, impairment of real estate and the valuation of intangible assets. |
Variable Interest Entity | We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™. We have concluded that we must consolidate each of our TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. |
New Accounting Pronouncements | On January 1, 2018, we adopted FASB Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers , which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU No. 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. The majority of our revenue is from hotels managed under TRS structures. The adoption of this update did not have a material impact on the amount or timing of our revenue recognition for revenues from room, food and beverage, and other hotel level sales of our managed hotels in our condensed consolidated financial statements. A lesser portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach. On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The implementation of ASU No. 2016-01 resulted in the reclassification of historical changes in the fair value of our available for sale equity securities of $78,715 from cumulative other comprehensive income to cumulative net income. We also reclassified $841 from cumulative other comprehensive income to cumulative net income for our share of cumulative other comprehensive income of our equity method investee. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with ASU No. 2016-01. On January 1, 2018, we adopted FASB ASU No. 2016-18, Restricted Cash , which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The implementation of ASU 2016-18 resulted in an increase of $55,222 of net cash provided by operating activities and an increase of $42,563 of net cash used in investing activities for the nine months ended September 30, 2017 . This update also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. Restricted cash consisting of amounts escrowed by our hotel operators pursuant to the terms of our management agreements and leases to fund periodic renovations and improvements at our hotels totaled $65,644 and $73,115 as of September 30, 2018 and 2017 , respectively. See Notes 3 and 8 for further information regarding our FF&E reserves. The adoption of this update did not change our balance sheet presentation. In February 2016, the FASB issued ASU No. 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2018-07 will have in our condensed consolidated financial statements. |
Weighted Average Common Shares
Weighted Average Common Shares (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation weighted average common shares to calculate basic and diluted earnings per share | The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Weighted average common shares for basic earnings per share 164,232 164,149 164,212 164,131 Effect of dilutive securities: Unvested share awards 42 39 30 37 Weighted average common shares for diluted earnings per share 164,274 164,188 164,242 164,168 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents changes in the amounts we recognized in cumulative other comprehensive income (loss) by component for the three and nine months ended September 30, 2018 : Three Months Ended September 30, 2018 Unrealized Gain Equity in (Loss) on Investment Unrealized Gain Securities, net (Loss) of Investees Total Balance at June 30, 2018 $ — $ (281 ) $ (281 ) Current period other comprehensive income — 173 173 Balance at September 30, 2018 $ — $ (108 ) $ (108 ) Nine Months Ended September 30, 2018 Unrealized Gain Equity in (Loss) on Investment Unrealized Gain Securities, net (Loss) of Investees Total Balance at December 31, 2017 $ 78,715 $ 643 $ 79,358 Amounts reclassified from cumulative other comprehensive income to retained earnings (78,715 ) (841 ) (79,556 ) Current period other comprehensive income — 90 90 Balance at September 30, 2018 $ — $ (108 ) $ (108 ) |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of Purchase Price Allocation | Our allocation of the purchase price of each of these acquisitions based on the estimated fair value of the acquired assets and assumed liabilities is presented in the table below. Acquisition Date Location Purchase Price Land Land Improvements Building and Improvements Furniture, Fixtures and Equipment 6/15/2018 Minneapolis, MN (1) 75,572 $ 2,196 $ — $ 68,384 $ 4,992 6/15/2018 Baton Rouge, LA (2) 16,022 2,242 173 12,842 765 $ 91,594 $ 4,438 $ 173 $ 81,226 $ 5,757 (1) On June 15, 2018 , we acquired the 360 room Radisson Blu ® hotel in Minneapolis, MN for a purchase price of $75,572 , including capitalized acquisition costs of $572 . We added this hotel to our management agreement with Radisson Hospitality, Inc., or Radisson. (2) On June 15, 2018 , we acquired the 117 suite Staybridge Suites ® at Louisiana State University in Baton Rouge, LA for a purchase price of $16,022 including capitalized acquisition costs of $272 . We added this hotel to our management agreement with InterContinental Hotels Group, plc, or InterContinental. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the Three Months Ended September 30, 2018 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 521,250 $ — $ — $ 521,250 Rental income 5,893 74,797 — 80,690 FF&E reserve income 1,213 — — 1,213 Total revenues 528,356 74,797 — 603,153 Expenses: Hotel operating expenses 366,994 — — 366,994 Depreciation and amortization 64,415 36,592 — 101,007 General and administrative — — 13,425 13,425 Total expenses 431,409 36,592 13,425 481,426 Dividend income — — 626 626 Unrealized gains on equity securities — — 43,453 43,453 Interest income — — 478 478 Interest expense — — (49,308 ) (49,308 ) Income (loss) before income taxes and equity in earnings of an investee 96,947 38,205 (18,176 ) 116,976 Income tax expense — — (707 ) (707 ) Equity in earnings of an investee — — 830 830 Net income (loss) $ 96,947 $ 38,205 $ (18,053 ) $ 117,099 For the Nine Months Ended September 30, 2018 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 1,496,125 $ — $ — $ 1,496,125 Rental income 20,243 223,458 — 243,701 FF&E reserve income 3,911 — — 3,911 Total revenues 1,520,279 223,458 — 1,743,737 Expenses: Hotel operating expenses 1,056,057 — — 1,056,057 Depreciation and amortization 189,814 110,494 — 300,308 General and administrative — — 38,280 38,280 Total expenses 1,245,871 110,494 38,280 1,394,645 Dividend income — — 1,878 1,878 Unrealized gains on equity securities — — 89,348 89,348 Interest income — — 1,093 1,093 Interest expense — — (145,589 ) (145,589 ) Loss on early extinguishment of debt — — (160 ) (160 ) Income (loss) before income taxes and equity in earnings of an investee 274,408 112,964 (91,710 ) 295,662 Income tax expense — — (1,949 ) (1,949 ) Equity in earnings of an investee — — 881 881 Net income (loss) $ 274,408 $ 112,964 $ (92,778 ) $ 294,594 As of September 30, 2018 Hotels Travel Centers Corporate Consolidated Total assets $ 4,538,553 $ 2,419,794 $ 293,206 $ 7,251,553 For the Three Months Ended September 30, 2017 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 495,550 $ — $ — $ 495,550 Rental income 7,617 73,279 — 80,896 FF&E reserve income 1,142 — — 1,142 Total revenues 504,309 73,279 — 577,588 Expenses: Hotel operating expenses 343,274 — — 343,274 Depreciation and amortization 61,996 36,209 — 98,205 General and administrative — — 13,404 13,404 Total expenses 405,270 36,209 13,404 454,883 Gain on sale of real estate 9,348 — — 9,348 Dividend income — — 626 626 Interest income — — 211 211 Interest expense — — (46,574 ) (46,574 ) Income (loss) before income taxes and equity in earnings of an investee 108,387 37,070 (59,141 ) 86,316 Income tax expense — — (619 ) (619 ) Equity in earnings of an investee — — 31 31 Net income (loss) $ 108,387 $ 37,070 $ (59,729 ) $ 85,728 For the Nine Months Ended September 30, 2017 Hotels Travel Centers Corporate Consolidated Revenues: Hotel operating revenues $ 1,392,995 $ — $ — $ 1,392,995 Rental income 22,854 217,420 — 240,274 FF&E reserve income 3,524 — — 3,524 Total revenues 1,419,373 217,420 — 1,636,793 Expenses: Hotel operating expenses 965,546 — — 965,546 Depreciation and amortization 179,503 107,308 — 286,811 General and administrative — — 76,097 76,097 Total expenses 1,145,049 107,308 76,097 1,328,454 Gain on sale of real estate 9,348 — — 9,348 Dividend income — — 1,878 1,878 Interest income — — 590 590 Interest expense — — (135,329 ) (135,329 ) Income (loss) before income taxes and equity in earnings of an investee 283,672 110,112 (208,958 ) 184,826 Income tax expense — — (1,761 ) (1,761 ) Equity in earnings of an investee — — 533 533 Net income (loss) $ 283,672 $ 110,112 $ (210,186 ) $ 183,598 As of December 31, 2017 Hotels Travel Centers Corporate Consolidated Total assets $ 4,477,512 $ 2,476,073 $ 196,800 $ 7,150,385 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of certain of the entity's assets carried at fair value, categorized by the level of inputs used in the valuation of each asset | The table below presents certain of our assets carried at fair value at September 30, 2018 , categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. Fair Value at September 30, 2018 Using Quoted Prices in Active Markets for Significant Other Significant Carrying Value at Identical Assets Observable Inputs Unobservable Inputs Description September 30, 2018 (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurement Assets: Investment in TA (1) $ 19,494 $ 19,494 $ — $ — Investment in RMR Inc. (2) $ 232,351 $ 232,351 $ — $ — (1) Our 3,420,000 common shares of TA, which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $17,407 as of September 30, 2018 . During the three and nine months ended September 30, 2018 , we recorded unrealized gains of $7,524 and $5,472 , respectively, to adjust the carrying value of our investment in TA shares to their fair value as of September 30, 2018 . (2) Our 2,503,777 shares of class A common stock of RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $66,374 as of September 30, 2018 . During the three and nine months ended September 30, 2018 , we recorded unrealized gains of $35,929 and $83,876 , respectively, to adjust the carrying value of our investment in RMR Inc. shares to their fair value as of September 30, 2018 . |
Schedule of fair value of additional financial instruments | At September 30, 2018 and December 31, 2017 , the fair values of these additional financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short term nature or variable interest rates, except as follows: September 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Value (1) Value Value (1) Value Senior Unsecured Notes, due 2021 at 4.25% $ 396,578 $ 402,810 $ 395,497 $ 413,676 Senior Unsecured Notes, due 2022 at 5.00% 495,307 512,548 494,398 533,908 Senior Unsecured Notes, due 2023 at 4.50% 499,227 502,033 499,104 523,275 Senior Unsecured Notes, due 2024 at 4.65% 347,788 348,565 347,484 368,804 Senior Unsecured Notes, due 2025 at 4.50% 345,571 341,129 345,055 363,589 Senior Unsecured Notes, due 2026 at 5.25% 341,673 353,250 340,826 377,431 Senior Unsecured Notes, due 2027 at 4.95% 393,704 392,696 393,137 422,914 Senior Unsecured Notes, due 2028 at 3.95% 389,322 362,642 388,461 390,930 Senior Unsecured Notes, due 2030 at 4.375% 387,105 367,644 — — Total financial liabilities $ 3,596,275 $ 3,583,317 $ 3,203,962 $ 3,394,527 (1) Carrying value includes unamortized discounts and premiums and issuance costs. |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Ownership interest in subsidiaries | 100.00% | |
Assets of TRSs | $ 41,224 | $ 33,305 |
Liabilities of TRSs | $ 148,418 | $ 140,897 |
New Accounting Pronouncements_2
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase of net cash provided by operating activities | $ 403,404 | $ 442,277 | ||
Increase of net cash used in investing activities | 277,857 | 726,018 | ||
Restricted cash | $ 65,644 | 73,115 | $ 73,357 | |
Accounting Standards Update 2016-18 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase of net cash provided by operating activities | 55,222 | |||
Increase of net cash used in investing activities | $ 42,563 | |||
Equity Securities | Cumulative other comprehensive income | Accounting Standards Update 2016-01 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect of new accounting principle adopted | $ (78,715) | |||
Equity Securities | Cumulative net income | Accounting Standards Update 2016-01 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect of new accounting principle adopted | 78,715 | |||
Equity Method Investments | Cumulative other comprehensive income | Accounting Standards Update 2016-01 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect of new accounting principle adopted | (841) | |||
Equity Method Investments | Cumulative net income | Accounting Standards Update 2016-01 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect of new accounting principle adopted | $ 841 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Revenue Recognition [Abstract] | |||||
Adjustments necessary to record rent on straight line basis | $ 3,136 | $ 3,087 | $ 9,359 | $ 9,208 | |
Straight line rent receivables | 2,985 | 2,985 | $ 2,691 | ||
TA | |||||
Related Party Transaction [Line Items] | |||||
Straight line rent receivable, due from related persons | 63,285 | 63,285 | $ 54,219 | ||
Deferred percentage rent | $ 978 | $ 435 | $ 2,762 | $ 1,384 |
Weighted Average Common Share_2
Weighted Average Common Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding (basic) (in shares) | 164,232 | 164,149 | 164,212 | 164,131 |
Effect of dilutive share awards: Unvested share awards (in shares) | 42 | 39 | 30 | 37 |
Weighted average common shares outstanding (diluted) (in shares) | 164,274 | 164,188 | 164,242 | 164,168 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 18, 2018 | Sep. 24, 2018 | Sep. 13, 2018 | Aug. 16, 2018 | Jun. 14, 2018 | May 17, 2018 | Apr. 12, 2018 | Feb. 22, 2018 | Jan. 01, 2018 | Dec. 29, 2017 |
Distributions | ||||||||||
Share granted in period (in shares) | 97,000 | 3,000 | 3,000 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 28.97 | $ 28.44 | $ 25.07 | |||||||
Shares repurchased (in shares) | 17,808 | 3,394 | ||||||||
Treasury stock repurchased (in dollars per share) | $ 28.35 | $ 29.85 | ||||||||
Common stock, quarterly per share distribution (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.52 | |||||||
Common stock dividend | $ 87,113 | $ 87,105 | $ 85,460 | |||||||
Subsequent event | ||||||||||
Distributions | ||||||||||
Common stock dividend | $ 87,154 | |||||||||
Quarterly distribution declared (in dollars per share) | $ 0.53 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 2,755,422 | |
Amounts reclassified from cumulative other comprehensive income to retained earnings | (79,556) | |
Current period other comprehensive income | $ 173 | 90 |
Ending balance | 2,792,571 | 2,792,571 |
Unrealized Gain (Loss) on Investment Securities, net | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 0 | 78,715 |
Amounts reclassified from cumulative other comprehensive income to retained earnings | (78,715) | |
Current period other comprehensive income | 0 | 0 |
Ending balance | 0 | 0 |
Equity in Unrealized Gain (Loss) of Investees | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (281) | 643 |
Amounts reclassified from cumulative other comprehensive income to retained earnings | (841) | |
Current period other comprehensive income | 173 | 90 |
Ending balance | (108) | (108) |
Cumulative other comprehensive income | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (281) | 79,358 |
Ending balance | $ (108) | $ (108) |
Indebtedness (Details)
Indebtedness (Details) $ in Thousands | May 10, 2018Extension | May 09, 2018 | Feb. 02, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Nov. 05, 2018USD ($) | Dec. 31, 2017USD ($) |
Indebtedness | ||||||||||
Unsecured revolving credit facility, outstanding borrowings | $ 143,000 | $ 143,000 | $ 398,000 | |||||||
Unsecured term loan outstanding | 397,143 | 397,143 | 399,086 | |||||||
Senior unsecured notes, net | 3,596,275 | 3,596,275 | $ 3,203,962 | |||||||
Loss on early extinguishment of debt | 0 | $ 0 | 160 | $ 0 | ||||||
Proceeds from issuance of senior notes, net of underwriting discounts and other offering expenses | 389,976 | $ 598,246 | ||||||||
Revolving credit facility and term loan | ||||||||||
Indebtedness | ||||||||||
Maximum borrowing capacity that may be increased | 2,300,000 | 2,300,000 | ||||||||
Revolving credit facility | ||||||||||
Indebtedness | ||||||||||
Unsecured revolving credit facility, outstanding borrowings | 143,000 | 143,000 | ||||||||
Unsecured revolving credit facility, maximum borrowing capacity | $ 1,000,000 | $ 1,000,000 | ||||||||
Credit facility fee percentage | 0.20% | |||||||||
Loss on early extinguishment of debt | $ 90 | |||||||||
Annual interest rate | 3.09% | 3.09% | ||||||||
Weighted average interest rate | 2.97% | 2.33% | 3.00% | 2.17% | ||||||
Remaining borrowing capacity | $ 857,000 | $ 857,000 | ||||||||
Revolving credit facility | LIBOR | ||||||||||
Indebtedness | ||||||||||
Margin over base rate, in basis points (as a percent) | 1.10% | |||||||||
Unsecured term loan | ||||||||||
Indebtedness | ||||||||||
Unsecured term loan outstanding | $ 400,000 | $ 400,000 | ||||||||
Loss on early extinguishment of debt | $ 70 | |||||||||
Annual interest rate | 3.20% | 3.20% | ||||||||
Weighted average interest rate | 3.19% | 2.43% | 3.02% | 2.20% | ||||||
Unsecured term loan | LIBOR | ||||||||||
Indebtedness | ||||||||||
Margin over base rate, in basis points (as a percent) | 1.20% | |||||||||
Senior unsecured notes | ||||||||||
Indebtedness | ||||||||||
Senior unsecured notes, net | $ 3,650,000 | $ 3,650,000 | ||||||||
Subsequent event | Revolving credit facility | ||||||||||
Indebtedness | ||||||||||
Unsecured revolving credit facility, outstanding borrowings | $ 119,000 | |||||||||
Remaining borrowing capacity | $ 881,000 | |||||||||
Amended Credit Agreement | Revolving credit facility | LIBOR | ||||||||||
Indebtedness | ||||||||||
Margin over base rate, in basis points (as a percent) | 1.00% | |||||||||
Debt extension option, number | Extension | 2 | |||||||||
Debt extension option, term | 6 months | |||||||||
Amended Credit Agreement | Unsecured term loan | LIBOR | ||||||||||
Indebtedness | ||||||||||
Margin over base rate, in basis points (as a percent) | 1.10% | |||||||||
Senior Unsecured Notes, due 2030 at 4.375% | ||||||||||
Indebtedness | ||||||||||
Interest rate, stated percentage | 4.375% | 4.375% | ||||||||
Senior Unsecured Notes, due 2030 at 4.375% | Senior unsecured notes | ||||||||||
Indebtedness | ||||||||||
Issuance of senior notes | $ 400,000 | |||||||||
Interest rate, stated percentage | 4.375% | |||||||||
Proceeds from issuance of senior notes, net of underwriting discounts and other offering expenses | $ 386,400 |
Real Estate Properties - Additi
Real Estate Properties - Additional Information (Details) $ in Thousands | Oct. 30, 2018USD ($)Suite | Jun. 15, 2018USD ($) | Sep. 30, 2018USD ($)hoteltravelcenter | Sep. 30, 2017USD ($) |
Real Estate Properties [Line Items] | ||||
Improvements to certain properties | $ 111,248 | $ 89,955 | ||
Hotels and travel centers | ||||
Real Estate Properties [Line Items] | ||||
Improvements to certain properties | 118,733 | |||
Increase (decrease) in annual minimum returns and rents | $ 8,608 | |||
Hotel | ||||
Real Estate Properties [Line Items] | ||||
Number of properties owned | hotel | 325 | |||
Number of hotels acquired | hotel | 2 | |||
Purchase Price | $ 91,594 | |||
Travel centers | ||||
Real Estate Properties [Line Items] | ||||
Number of properties owned | travelcenter | 199 | |||
Subsequent event | Scottsdale, AZ | Hotel | ||||
Real Estate Properties [Line Items] | ||||
Number of rooms/suites | Suite | 164 | |||
Purchase Price | $ 35,885 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Purchase Price Allocation (Details) - Hotel $ in Thousands | Jun. 15, 2018USD ($)roomSuite |
Real Estate Properties [Line Items] | |
Purchase Price | $ 91,594 |
Land | 4,438 |
Land Improvements | 173 |
Building and Improvements | 81,226 |
Furniture, Fixtures and Equipment | 5,757 |
Radisson Blu Hotel | Minneapolis, MN | |
Real Estate Properties [Line Items] | |
Purchase Price | 75,572 |
Land | 2,196 |
Land Improvements | 0 |
Building and Improvements | 68,384 |
Furniture, Fixtures and Equipment | $ 4,992 |
Number of rooms/suites | room | 360 |
Capitalized acquisition costs | $ 572 |
Staybridge Suites | Baton Rouge, LA | |
Real Estate Properties [Line Items] | |
Purchase Price | 16,022 |
Land | 2,242 |
Land Improvements | 173 |
Building and Improvements | 12,842 |
Furniture, Fixtures and Equipment | $ 765 |
Number of rooms/suites | Suite | 117 |
Capitalized acquisition costs | $ 272 |
Management Agreements and Lea_2
Management Agreements and Leases - Narrative and Marriott No. 1 (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)Agreementagreementhoteltravelcenterproperty | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Agreementagreementhoteltravelcenterproperty | Sep. 30, 2017USD ($) | |
Management Agreements and Leases [Line Items] | |||||
Number of operating agreements | agreement | 13 | 13 | |||
Capital improvements from leased facilities, funded | $ 111,248 | $ 89,955 | |||
Hotel | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | hotel | 325 | 325 | |||
Number of operating agreements | Agreement | 8 | 8 | |||
Number of properties leased to taxable REIT subsidiaries | hotel | 323 | 323 | |||
Number of properties leased to third parties | hotel | 2 | 2 | |||
Hotel | Marriott No. 1 agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | hotel | 53 | 53 | |||
Operating agreement annual rent and return | $ 69,409 | ||||
Realized returns and rents | $ 17,335 | $ 17,247 | 51,954 | 51,657 | |
Additional returns realized | $ 2,584 | $ 3,603 | 5,113 | $ 6,807 | |
Capital improvements from leased facilities, funded | $ 1,769 | ||||
Percentage increase In minimum returns after funding for capital improvements | 10.00% | ||||
Travel centers | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | travelcenter | 199 | 199 | |||
Forecast | Hotel | Marriott No. 1 agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Capital improvements from leased facilities, funded | $ 8,200 | ||||
Minimum | Hotel | |||||
Management Agreements and Leases [Line Items] | |||||
Number of real estate properties leased or managed | property | 1 | 1 | |||
Hotel management agreements and leases, renewal period | 20 years | ||||
Maximum | Hotel | |||||
Management Agreements and Leases [Line Items] | |||||
Number of real estate properties leased or managed | hotel | 100 | 100 | |||
Hotel management agreements and leases, renewal period | 60 years |
Management Agreements and Lea_3
Management Agreements and Leases - Marriott No. 234 (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Management Agreements and Leases [Line Items] | ||||||
Security deposit balance | $ 133,770 | $ 133,770 | $ 126,078 | |||
Capital improvements from leased facilities, funded | $ 111,248 | $ 89,955 | ||||
Hotel | ||||||
Management Agreements and Leases [Line Items] | ||||||
Number of properties owned | hotel | 325 | 325 | ||||
Marriott No. 234 agreement | Hotel | ||||||
Management Agreements and Leases [Line Items] | ||||||
Number of properties owned | hotel | 68 | 68 | ||||
Operating agreement annual rent and return | $ 107,110 | |||||
Realized returns and rents | $ 26,772 | $ 26,591 | 80,199 | $ 79,771 | ||
Security deposits replenished and increased | 64,700 | |||||
Replenishment (utilization) of security deposit | 7,686 | |||||
Security deposit balance | 33,657 | $ 33,657 | ||||
Guaranty payments threshold as percentage of minimum returns | 90.00% | |||||
Guarantee provided to the entity, remaining amount | $ 30,672 | $ 30,672 | ||||
Capital improvements from leased facilities, funded | $ 6,355 | |||||
Percentage increase in minimum returns | 9.00% | |||||
Forecast | Marriott No. 234 agreement | Hotel | ||||||
Management Agreements and Leases [Line Items] | ||||||
Capital improvements from leased facilities, funded | $ 1,200 |
Management Agreements and Lea_4
Management Agreements and Leases - Marriott No. 5 (Details) - Hotel $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)agreementhotel | Sep. 30, 2017USD ($) | |
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 325 | 325 | ||
Marriott No 5 contract | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 1 | 1 | ||
Operating agreement annual rent and return | $ | $ 10,321 | |||
Realized returns and rents | $ | $ 2,580 | $ 2,540 | $ 7,740 | $ 7,620 |
Number of renewal options | agreement | 4 | |||
Term of renewal options | 15 years | 15 years |
Management Agreements and Lea_5
Management Agreements and Leases - InterContinental (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)hotelproperty | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotelproperty | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | |
Management Agreements and Leases [Line Items] | |||||||
Security deposit balance | $ 133,770 | $ 133,770 | $ 126,078 | ||||
Capital improvements from leased facilities, funded | 111,248 | $ 89,955 | |||||
Hotel | |||||||
Management Agreements and Leases [Line Items] | |||||||
Amount by which the cash flow available to pay the entity's minimum rent or return was more than the minimum amount | $ 21,321 | $ 31,355 | $ 47,901 | 67,052 | |||
InterContinental agreement | Hotel | |||||||
Management Agreements and Leases [Line Items] | |||||||
Number of real estate properties leased or managed | hotel | 100 | 100 | |||||
Operating agreement annual rent and return | $ 190,521 | ||||||
Realized returns and rents | $ 47,630 | 46,404 | 142,316 | 131,649 | |||
Additional returns realized | 6,653 | $ 8,264 | 8,373 | $ 11,836 | |||
Security deposit balance required to be maintained with entity | 37,000 | 37,000 | |||||
Amount by which the cash flow available to pay the entity's minimum rent or return was more than the minimum amount | 100,000 | ||||||
Security deposit balance | $ 100,000 | $ 100,000 | |||||
Percentage increase in minimum returns | 8.00% | ||||||
Minimum | Hotel | |||||||
Management Agreements and Leases [Line Items] | |||||||
Number of real estate properties leased or managed | property | 1 | 1 | |||||
Maximum | Hotel | |||||||
Management Agreements and Leases [Line Items] | |||||||
Number of real estate properties leased or managed | hotel | 100 | 100 | |||||
Forecast | InterContinental agreement | Hotel | |||||||
Management Agreements and Leases [Line Items] | |||||||
Capital improvements from leased facilities, funded | $ 44,600 | $ 56,200 |
Management Agreements and Lea_6
Management Agreements and Leases - Sonesta (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($) | |
Management Agreements and Leases [Line Items] | ||||||
Capital improvements from leased facilities, funded | $ 111,248 | $ 89,955 | ||||
Hotel | Sonesta agreements | ||||||
Management Agreements and Leases [Line Items] | ||||||
Operating agreement annual rent and return | 123,180 | |||||
Realized returns and rents | $ 21,732 | $ 18,741 | 61,606 | 53,808 | ||
Related party transaction, management marketing and reservation system fees | 9,437 | 7,432 | 26,245 | 20,719 | ||
Procurement and construction supervision fees | 713 | 479 | 1,907 | 673 | ||
Capital improvements from leased facilities, funded | 64,032 | 21,892 | ||||
Increase in annual minimum returns | $ 3,948 | 742 | ||||
Percentage increase in minimum returns | 8.00% | |||||
Forecast | Hotel | Sonesta agreements | ||||||
Management Agreements and Leases [Line Items] | ||||||
Capital improvements from leased facilities, funded | $ 26,900 | $ 79,100 | ||||
Sonesta Int'l Hotels Corp | Hotel | ||||||
Management Agreements and Leases [Line Items] | ||||||
Due to related party, reimbursement of capital expenditures and other | $ 6,735 | $ 5,685 | $ 6,735 | $ 5,685 | ||
Sonesta Int'l Hotels Corp | Full service hotel | Hotel | ||||||
Management Agreements and Leases [Line Items] | ||||||
Number of real estate properties leased or managed | hotel | 11 | 11 | ||||
Sonesta Int'l Hotels Corp | Limited services hotel | Hotel | ||||||
Management Agreements and Leases [Line Items] | ||||||
Number of real estate properties leased or managed | hotel | 39 | 39 |
Management Agreements and Lea_7
Management Agreements and Leases - Wyndham (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotelunit | Sep. 30, 2017USD ($) | |
Management Agreements and Leases [Line Items] | |||||
Adjustments necessary to record rent on straight line basis | $ 3,136 | $ 3,087 | $ 9,359 | $ 9,208 | |
Capital improvements from leased facilities, funded | $ 111,248 | 89,955 | |||
Wyndham agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Percentage of contractual amounts due upon cash flows unavailability, minimum | 85.00% | ||||
Vacation units | Wyndham Destinations Agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | hotel | 1 | 1 | |||
Operating agreement annual rent and return | $ 1,449 | ||||
Realized returns and rents | $ 454 | 454 | $ 1,361 | 1,361 | |
Number of units leased | unit | 48 | ||||
Adjustments necessary to record rent on straight line basis | $ 91 | 102 | $ 273 | 306 | |
Hotel | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | hotel | 325 | 325 | |||
Hotel | Wyndham agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | hotel | 22 | 22 | |||
Operating agreement annual rent and return | $ 27,677 | ||||
Realized returns and rents | $ 5,869 | $ 6,847 | 17,588 | $ 20,489 | |
Guarantee provided to the entity, maximum | 35,656 | 35,656 | |||
Annual guarantee provided to the entity, maximum | $ 17,828 | $ 17,828 | |||
FF&E reserve funding requirements as a percentage of total sales | 5.00% | ||||
Hotel managers’ deposits in restricted cash | $ 0 | ||||
Capital improvements from leased facilities, funded | $ 1,449 | ||||
Percentage increase in minimum returns | 8.00% | ||||
Forecast | Hotel | Wyndham agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Capital improvements from leased facilities, funded | $ 6,600 |
Management Agreements and Lea_8
Management Agreements and Leases - Hyatt Agreement (Details) - Hotel $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | |
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 325 | 325 | ||
Hyatt Hotels Corporation | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 22 | 22 | ||
Operating agreement annual rent and return | $ 22,037 | |||
Realized returns and rents | $ 5,509 | $ 5,509 | 16,528 | $ 16,528 |
Guarantee provided to the entity, maximum | 50,000 | 50,000 | ||
Increase in guarantee | 2,415 | |||
Guarantee provided to the entity, remaining amount | $ 23,521 | $ 23,521 |
Management Agreements and Lea_9
Management Agreements and Leases - Radisson Agreement (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Jun. 15, 2018USD ($) | |
Management Agreements and Leases [Line Items] | |||||||
Capital improvements from leased facilities, funded | $ 111,248 | $ 89,955 | |||||
Adjustments necessary to record rent on straight line basis | $ 3,136 | $ 3,087 | $ 9,359 | 9,208 | |||
Hotel | |||||||
Management Agreements and Leases [Line Items] | |||||||
Number of properties owned | hotel | 325 | 325 | |||||
Hotel | Radisson Agreement | |||||||
Management Agreements and Leases [Line Items] | |||||||
Number of properties owned | hotel | 9 | 9 | |||||
Operating agreement annual rent and return | $ 18,920 | ||||||
Realized returns and rents | $ 4,730 | $ 3,230 | 11,453 | $ 9,690 | |||
Guarantee provided to the entity, maximum | 46,000 | 46,000 | |||||
Increase in guarantee | 4,199 | ||||||
Guarantee provided to the entity, remaining amount | $ 43,563 | $ 43,563 | |||||
Percentage increase in minimum returns | 8.00% | ||||||
Radisson Blu Hotel | Hotel | Radisson Agreement | |||||||
Management Agreements and Leases [Line Items] | |||||||
Increase in guaranty, maximum | $ 6,000 | ||||||
Forecast | Hotel | Radisson Agreement | |||||||
Management Agreements and Leases [Line Items] | |||||||
Capital improvements from leased facilities, funded | $ 2,800 | $ 32,200 |
Management Agreements and Le_10
Management Agreements and Leases - Morgan Agreements (Details) $ in Thousands | 4 Months Ended |
May 07, 2018USD ($) | |
Morgans agreement | Hotel | |
Management Agreements and Leases [Line Items] | |
Operating agreement annual rent and return | $ 7,595 |
Management Agreements and Le_11
Management Agreements and Leases - TA (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)agreementtravelcenter | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)agreementtravelcenter | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Management Agreements and Leases [Line Items] | ||||||
Number of operating agreements | agreement | 13 | 13 | ||||
Revenues | $ 603,153 | $ 577,588 | $ 1,743,737 | $ 1,636,793 | ||
Adjustments necessary to record rent on straight line basis | $ 3,136 | 3,087 | 9,359 | 9,208 | ||
Capital improvements from leased facilities, funded | $ 111,248 | 89,955 | ||||
Travel centers | ||||||
Management Agreements and Leases [Line Items] | ||||||
Number of properties owned | travelcenter | 199 | 199 | ||||
Travel Centers of America LLC | Travel centers | ||||||
Management Agreements and Leases [Line Items] | ||||||
Adjustments necessary to record rent on straight line basis | $ 3,037 | 2,988 | $ 9,066 | 8,907 | ||
Accruals for unpaid rent, including deferred rent | 88,164 | $ 88,164 | $ 78,513 | |||
Increase in annual rent fixed interest rate | 8.50% | |||||
Capital improvements from leased facilities, funded | $ 44,653 | 62,888 | ||||
Increase (decrease) in minimum annual rent | 3,795 | 5,345 | ||||
Deferred rent receivable from TA agreement, during the period | $ 934 | 435 | $ 2,630 | 1,384 | ||
TA agreements | Travel centers | ||||||
Management Agreements and Leases [Line Items] | ||||||
Number of operating agreements | agreement | 5 | 5 | ||||
TA agreements | Forecast | Travel centers | ||||||
Management Agreements and Leases [Line Items] | ||||||
Capital improvements from leased facilities, funded | $ 13,600 | |||||
Rental income | ||||||
Management Agreements and Leases [Line Items] | ||||||
Revenues | $ 80,690 | 80,896 | $ 243,701 | 240,274 | ||
Rental income | Travel Centers of America LLC | Travel centers | ||||||
Management Agreements and Leases [Line Items] | ||||||
Revenues | $ 74,797 | $ 73,279 | $ 223,458 | $ 217,420 |
Management Agreements and Le_12
Management Agreements and Leases - Guarantees and Security Deposits Generally (Details) - Hotel - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Management Agreements and Leases [Line Items] | ||||
Amount by which the cash flow available to pay the entity's minimum rent or return was less than the minimum amount | $ 9,216 | $ 5,699 | $ 31,030 | $ 18,971 |
Reduction of hotel operating expenses | 299 | 0 | 2,377 | 2,689 |
Shortfalls due to unguaranteed portions of minimum returns | 9,818 | 5,699 | 28,653 | 16,282 |
Amount by which the cash flow available to pay the entity's minimum rent or return was more than the minimum amount | 21,321 | 31,355 | 47,901 | 67,052 |
Increase in guarantee provided and security deposit to the entity | $ 5,204 | $ 10,099 | $ 14,299 | $ 26,319 |
Business and Property Managem_2
Business and Property Management Agreements with RMR LLC (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018USD ($) | Sep. 30, 2018USD ($)employeeagreement | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)employeeagreement | Sep. 30, 2017USD ($) | |
Real Estate Properties [Line Items] | |||||
Number of employees | employee | 0 | 0 | |||
RMR LLC | Internal audit expense | |||||
Real Estate Properties [Line Items] | |||||
Related party costs and expenses | $ 49 | $ 67 | $ 173 | $ 202 | |
RMR LLC | Amended and restate business management agreement | |||||
Real Estate Properties [Line Items] | |||||
Number of management service agreements | agreement | 2 | 2 | |||
Business management fees incurred | $ 10,430 | 10,865 | $ 30,048 | 68,526 | |
Estimated incentive fees recorded | 873 | 38,243 | |||
Related Party Transaction, Estimated Incentive Fee Calculation Period | 3 years | ||||
Incentive fees paid | $ 74,573 | ||||
Related party property management and construction management fee | 18 | 12 | $ 43 | 33 | |
Related party reimbursement expenses | $ 56 | $ 40 | $ 167 | $ 131 |
Related Person Transactions (De
Related Person Transactions (Details) $ in Thousands | Sep. 24, 2018shares | Jan. 01, 2018shares | Sep. 30, 2018USD ($)hotelshares | Sep. 30, 2017shares | Jun. 30, 2019USD ($) | Oct. 10, 2018 | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |||||||
Shares repurchased (in shares) | 17,808 | 3,394 | |||||
Travel Centers of America LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee as percentage of gross carrying value of real estate | 34.00% | ||||||
Shares included in investment securities (in shares) | 3,420,000 | ||||||
Percentage of total shares outstanding | 8.60% | ||||||
AIC | |||||||
Related Party Transaction [Line Items] | |||||||
Carrying value of investments | $ | $ 9,163 | $ 8,192 | |||||
Hotel | |||||||
Related Party Transaction [Line Items] | |||||||
Number of properties owned | hotel | 325 | ||||||
Sonesta agreements | Hotel | Sonesta Int'l Hotels Corp | |||||||
Related Party Transaction [Line Items] | |||||||
Number of properties owned | hotel | 50 | ||||||
Common Class A | RMR Inc | |||||||
Related Party Transaction [Line Items] | |||||||
Shares included in investment securities (in shares) | 2,503,777 | ||||||
Common Stock | Officers and Other Employees | |||||||
Related Party Transaction [Line Items] | |||||||
Shares granted in period (in shares) | 97,000 | 85,000 | |||||
Shares repurchased (in shares) | 17,808 | 18,559 | |||||
Subsequent event | RMR LLC | Travel Centers of America LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest, ownership percentage | 3.80% | ||||||
Forecast | Subsequent event | AIC | |||||||
Related Party Transaction [Line Items] | |||||||
Annual premium of property insurance program | $ | $ 5,738 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Components of provision for income taxes | ||||
Income tax expense | $ 707 | $ 619 | $ 1,949 | $ 1,761 |
Current foreign tax expense | 291 | 125 | 631 | 486 |
Current federal tax expense | (6) | 30 | ||
Current state tax expense | $ 416 | $ 500 | $ 1,318 | $ 1,245 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Information | |||||
Number of reportable segments | segment | 2 | ||||
Total revenues | $ 603,153 | $ 577,588 | $ 1,743,737 | $ 1,636,793 | |
Hotel operating expenses | 366,994 | 343,274 | 1,056,057 | 965,546 | |
Depreciation and amortization | 101,007 | 98,205 | 300,308 | 286,811 | |
General and administrative | 13,425 | 13,404 | 38,280 | 76,097 | |
Total expenses | 481,426 | 454,883 | 1,394,645 | 1,328,454 | |
Gain on sale of real estate | 0 | 9,348 | 0 | 9,348 | |
Dividend income | 626 | 626 | 1,878 | 1,878 | |
Unrealized gains on equity securities | 43,453 | 0 | 89,348 | 0 | |
Interest income | 478 | 211 | 1,093 | 590 | |
Interest expense | (49,308) | (46,574) | (145,589) | (135,329) | |
Loss on early extinguishment of debt | 0 | 0 | (160) | 0 | |
Income (loss) before income taxes and equity in earnings of an investee | 116,976 | 86,316 | 295,662 | 184,826 | |
Income tax expense | (707) | (619) | (1,949) | (1,761) | |
Equity in earnings of an investee | 830 | 31 | 881 | 533 | |
Net income (loss) | 117,099 | 85,728 | 294,594 | 183,598 | |
Total assets | 7,251,553 | 7,251,553 | $ 7,150,385 | ||
Corporate | |||||
Segment Information | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Hotel operating expenses | 0 | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | |
General and administrative | 13,425 | 13,404 | 38,280 | 76,097 | |
Total expenses | 13,425 | 13,404 | 38,280 | 76,097 | |
Gain on sale of real estate | 0 | 0 | |||
Dividend income | 626 | 626 | 1,878 | 1,878 | |
Unrealized gains on equity securities | 43,453 | 89,348 | |||
Interest income | 478 | 211 | 1,093 | 590 | |
Interest expense | (49,308) | (46,574) | (145,589) | (135,329) | |
Loss on early extinguishment of debt | (160) | ||||
Income (loss) before income taxes and equity in earnings of an investee | (18,176) | (59,141) | (91,710) | (208,958) | |
Income tax expense | (707) | (619) | (1,949) | (1,761) | |
Equity in earnings of an investee | 830 | 31 | 881 | 533 | |
Net income (loss) | (18,053) | (59,729) | (92,778) | (210,186) | |
Total assets | 293,206 | 293,206 | 196,800 | ||
Hotels | Operating segments | |||||
Segment Information | |||||
Total revenues | 528,356 | 504,309 | 1,520,279 | 1,419,373 | |
Hotel operating expenses | 366,994 | 343,274 | 1,056,057 | 965,546 | |
Depreciation and amortization | 64,415 | 61,996 | 189,814 | 179,503 | |
General and administrative | 0 | 0 | 0 | ||
Total expenses | 431,409 | 405,270 | 1,245,871 | 1,145,049 | |
Gain on sale of real estate | 9,348 | 9,348 | |||
Dividend income | 0 | 0 | 0 | 0 | |
Unrealized gains on equity securities | 0 | 0 | |||
Interest income | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | ||
Loss on early extinguishment of debt | 0 | ||||
Income (loss) before income taxes and equity in earnings of an investee | 96,947 | 108,387 | 274,408 | 283,672 | |
Income tax expense | 0 | 0 | 0 | 0 | |
Equity in earnings of an investee | 0 | 0 | 0 | 0 | |
Net income (loss) | 96,947 | 108,387 | 274,408 | 283,672 | |
Total assets | 4,538,553 | 4,538,553 | 4,477,512 | ||
Travel Centers | Operating segments | |||||
Segment Information | |||||
Total revenues | 74,797 | 73,279 | 223,458 | 217,420 | |
Hotel operating expenses | 0 | 0 | 0 | ||
Depreciation and amortization | 36,592 | 36,209 | 110,494 | 107,308 | |
General and administrative | 0 | 0 | 0 | 0 | |
Total expenses | 36,592 | 36,209 | 110,494 | 107,308 | |
Gain on sale of real estate | 0 | 0 | |||
Dividend income | 0 | 0 | 0 | 0 | |
Unrealized gains on equity securities | 0 | 0 | |||
Interest income | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Loss on early extinguishment of debt | 0 | ||||
Income (loss) before income taxes and equity in earnings of an investee | 38,205 | 37,070 | 112,964 | 110,112 | |
Income tax expense | 0 | 0 | 0 | 0 | |
Equity in earnings of an investee | 0 | 0 | 0 | 0 | |
Net income (loss) | 38,205 | 37,070 | 112,964 | 110,112 | |
Total assets | 2,419,794 | 2,419,794 | $ 2,476,073 | ||
Hotel operating revenues | |||||
Segment Information | |||||
Total revenues | 521,250 | 495,550 | 1,496,125 | 1,392,995 | |
Hotel operating revenues | Corporate | |||||
Segment Information | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Hotel operating revenues | Hotels | Operating segments | |||||
Segment Information | |||||
Total revenues | 521,250 | 495,550 | 1,496,125 | 1,392,995 | |
Hotel operating revenues | Travel Centers | Operating segments | |||||
Segment Information | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Rental income | |||||
Segment Information | |||||
Total revenues | 80,690 | 80,896 | 243,701 | 240,274 | |
Rental income | Corporate | |||||
Segment Information | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Rental income | Hotels | Operating segments | |||||
Segment Information | |||||
Total revenues | 5,893 | 7,617 | 20,243 | 22,854 | |
Rental income | Travel Centers | Operating segments | |||||
Segment Information | |||||
Total revenues | 74,797 | 73,279 | 223,458 | 217,420 | |
FF&E reserve income | |||||
Segment Information | |||||
Total revenues | 1,213 | 1,142 | 3,911 | 3,524 | |
FF&E reserve income | Corporate | |||||
Segment Information | |||||
Total revenues | 0 | 0 | 0 | 0 | |
FF&E reserve income | Hotels | Operating segments | |||||
Segment Information | |||||
Total revenues | 1,213 | 1,142 | 3,911 | 3,524 | |
FF&E reserve income | Travel Centers | Operating segments | |||||
Segment Information | |||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value of Assets and Liabilities | |||
Unrealized gains (losses) on equity securities, net | $ 89,348 | $ 0 | |
Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Unrealized gains (losses) on equity securities, net | $ 7,524 | 5,472 | |
RMR Inc | |||
Fair Value of Assets and Liabilities | |||
Unrealized gains (losses) on equity securities, net | $ 35,929 | $ 83,876 | |
Quoted prices in active markets for identical assets (Level 1) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Shares included in investment securities (in shares) | 3,420,000 | 3,420,000 | |
Historical cost of securities | $ 17,407 | $ 17,407 | |
Quoted prices in active markets for identical assets (Level 1) | RMR Inc | |||
Fair Value of Assets and Liabilities | |||
Shares included in investment securities (in shares) | 2,503,777 | 2,503,777 | |
Historical cost of securities | $ 66,374 | $ 66,374 | |
Recurring | Quoted prices in active markets for identical assets (Level 1) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 19,494 | 19,494 | |
Recurring | Quoted prices in active markets for identical assets (Level 1) | RMR Inc | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 232,351 | 232,351 | |
Recurring | Significant other observable inputs (Level 2) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | 0 | |
Recurring | Significant other observable inputs (Level 2) | RMR Inc | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | 0 | |
Recurring | Significant unobservable inputs (Level 3) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | 0 | |
Recurring | Significant unobservable inputs (Level 3) | RMR Inc | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | 0 | |
Carrying amount | Recurring | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 19,494 | 19,494 | |
Carrying amount | Recurring | RMR Inc | |||
Fair Value of Assets and Liabilities | |||
Investment securities | $ 232,351 | $ 232,351 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Debt Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Senior Unsecured Notes, due 2021 at 4.25% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.25% | 4.25% |
Senior Unsecured Notes, due 2022 at 5.00% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 5.00% | 5.00% |
Senior Unsecured Notes, due 2023 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.50% | 4.50% |
Senior Unsecured Notes, due 2024 at 4.65% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.65% | 4.65% |
Senior Unsecured Notes, due 2025 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.50% | 4.50% |
Senior Unsecured Notes, due 2026 at 5.25% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 5.25% | 5.25% |
Senior Unsecured Notes, due 2027 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.95% | 4.95% |
Senior Unsecured Notes, due 2028 at 3.95% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 3.95% | 3.95% |
Senior Unsecured Notes, due 2030 at 4.375% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.375% | |
Carrying amount | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | $ 3,596,275 | $ 3,203,962 |
Carrying amount | Senior Unsecured Notes, due 2021 at 4.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 396,578 | 395,497 |
Carrying amount | Senior Unsecured Notes, due 2022 at 5.00% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 495,307 | 494,398 |
Carrying amount | Senior Unsecured Notes, due 2023 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 499,227 | 499,104 |
Carrying amount | Senior Unsecured Notes, due 2024 at 4.65% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 347,788 | 347,484 |
Carrying amount | Senior Unsecured Notes, due 2025 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 345,571 | 345,055 |
Carrying amount | Senior Unsecured Notes, due 2026 at 5.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 341,673 | 340,826 |
Carrying amount | Senior Unsecured Notes, due 2027 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 393,704 | 393,137 |
Carrying amount | Senior Unsecured Notes, due 2028 at 3.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 389,322 | 388,461 |
Carrying amount | Senior Unsecured Notes, due 2030 at 4.375% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 387,105 | 0 |
Fair value | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 3,583,317 | 3,394,527 |
Fair value | Senior Unsecured Notes, due 2021 at 4.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 402,810 | 413,676 |
Fair value | Senior Unsecured Notes, due 2022 at 5.00% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 512,548 | 533,908 |
Fair value | Senior Unsecured Notes, due 2023 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 502,033 | 523,275 |
Fair value | Senior Unsecured Notes, due 2024 at 4.65% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 348,565 | 368,804 |
Fair value | Senior Unsecured Notes, due 2025 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 341,129 | 363,589 |
Fair value | Senior Unsecured Notes, due 2026 at 5.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 353,250 | 377,431 |
Fair value | Senior Unsecured Notes, due 2027 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 392,696 | 422,914 |
Fair value | Senior Unsecured Notes, due 2028 at 3.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | 362,642 | 390,930 |
Fair value | Senior Unsecured Notes, due 2030 at 4.375% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities, fair value | $ 367,644 | $ 0 |