Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-11527 | |
Entity Registrant Name | SERVICE PROPERTIES TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 04-3262075 | |
Entity Address, Address Line One | Two Newton Place | |
Entity Address, Address Line Two | 255 Washington Street | |
Entity Address, Address Line Three | Suite 300 | |
Entity Address, City or Town | Newton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02458-1634 | |
City Area Code | 617 | |
Local Phone Number | 964-8389 | |
Title of Each Class | Common Shares of Beneficial Interest | |
Trading Symbol | SVC | |
Name of each Exchange on which Registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity common Stock, Shares Outstanding (in shares) | 164,566,397 | |
Entity Central Index Key | 0000945394 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate properties: | ||
Land | $ 2,068,645 | $ 2,066,602 |
Buildings, improvements and equipment | 9,376,243 | 9,318,434 |
Total real estate properties, gross | 11,444,888 | 11,385,036 |
Accumulated depreciation | (3,210,219) | (3,120,761) |
Total real estate properties, net | 8,234,669 | 8,264,275 |
Acquired real estate leases and other intangibles | 364,397 | 378,218 |
Assets held for sale | 56,688 | 87,493 |
Cash and cash equivalents | 55,218 | 27,633 |
Restricted cash | 44,537 | 53,626 |
Due from related persons | 65,109 | 68,653 |
Other assets, net | 176,005 | 154,069 |
Total assets | 8,996,623 | 9,033,967 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Unsecured revolving credit facility | 457,000 | 377,000 |
Unsecured term loan, net | 398,038 | 397,889 |
Senior unsecured notes, net | 5,290,396 | 5,287,658 |
Security deposits | 47,094 | 109,403 |
Accounts payable and other liabilities | 402,736 | 335,696 |
Due to related persons | 17,447 | 20,443 |
Dividend payable | 1,646 | 0 |
Total liabilities | 6,614,357 | 6,528,089 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,566,397 and 164,563,034 shares issued and outstanding, respectively | 1,646 | 1,646 |
Additional paid in capital | 4,548,076 | 4,547,529 |
Cumulative net income available for common shareholders | 3,457,995 | 3,491,645 |
Cumulative common distributions | (5,625,451) | (5,534,942) |
Total shareholders’ equity | 2,382,266 | 2,505,878 |
Total liabilities and shareholders’ equity | $ 8,996,623 | $ 9,033,967 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, shares issued (in shares) | 164,566,397 | 164,565,303 |
Common shares, shares outstanding (in shares) | 164,566,397 | 164,565,303 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 483,776 | $ 524,908 |
Expenses: | ||
Hotel operating expenses | 271,148 | 317,685 |
Other operating expenses | 3,759 | 1,440 |
Depreciation and amortization | 127,926 | 99,365 |
General and administrative | 14,024 | 12,235 |
Loss on asset impairment | 16,740 | 0 |
Total expenses | 433,597 | 430,725 |
Gain (loss) on sale of real estate | (6,911) | 159,535 |
Dividend income | 0 | 876 |
Unrealized gains (losses) on equity securities, net | (5,045) | 20,977 |
Interest income | 262 | 637 |
Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $3,288 and $2,570 respectively) | (71,075) | (49,766) |
Income (loss) before income taxes and equity in earnings of an investee | (32,590) | 226,442 |
Income tax expense | (342) | (1,059) |
Equity in earnings (losses) of an investee | (718) | 404 |
Net income (loss) | (33,650) | 225,787 |
Other comprehensive income (loss): | ||
Equity interest in investee’s unrealized gains (losses) | 0 | 66 |
Other comprehensive income (loss) | 0 | 66 |
Comprehensive income (loss) | $ (33,650) | $ 225,853 |
Weighted average common shares outstanding (basic) (in shares) | 164,370 | 164,278 |
Weighted average common shares outstanding (diluted) (in shares) | 164,370 | 164,322 |
Net income per common share (basic and diluted) (in dollars per share) | $ (0.20) | $ 1.37 |
Hotel operating revenues | ||
Revenues: | ||
Total revenues | $ 383,503 | $ 454,863 |
Rental income | ||
Revenues: | ||
Total revenues | 100,072 | 68,673 |
FF&E reserve income | ||
Revenues: | ||
Total revenues | $ 201 | $ 1,372 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Interest expense, amortization of debt issuance costs and debt discounts and premiums | $ 3,288 | $ 2,570 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Shares | Cumulative Common Distributions | Additional Paid in Capital | Cumulative Net Income Available for Common Shareholders | Cumulative Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2018 | $ 2,597,431 | $ 1,644 | $ (5,181,323) | $ 4,545,481 | $ 3,231,895 | $ (266) |
Beginning balance (in shares) at Dec. 31, 2018 | 164,441,709 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 225,787 | 225,787 | ||||
Equity interest in investee’s unrealized gains | 66 | 66 | ||||
Common share grants | 436 | 436 | ||||
Distributions | (87,154) | (87,154) | ||||
Ending balance at Mar. 31, 2019 | 2,736,566 | $ 1,644 | (5,268,477) | 4,545,917 | 3,457,682 | (200) |
Ending balance (in shares) at Mar. 31, 2019 | 164,441,709 | |||||
Beginning balance at Dec. 31, 2019 | 2,505,878 | $ 1,646 | (5,534,942) | 4,547,529 | 3,491,645 | 0 |
Beginning balance (in shares) at Dec. 31, 2019 | 164,563,034 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | (33,650) | (33,650) | ||||
Equity interest in investee’s unrealized gains | 0 | |||||
Common share grants | $ 602 | 602 | ||||
Common share repurchases (in shares) | (2,637) | (2,637) | ||||
Common share repurchases | $ (55) | (55) | ||||
Common share grants (in shares) | 6,000 | |||||
Distributions | (90,509) | (90,509) | ||||
Ending balance at Mar. 31, 2020 | $ 2,382,266 | $ 1,646 | $ (5,625,451) | $ 4,548,076 | $ 3,457,995 | $ 0 |
Ending balance (in shares) at Mar. 31, 2020 | 164,566,397 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (33,650) | $ 225,787 |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
Depreciation and amortization | 127,926 | 99,365 |
Amortization of debt issuance costs and debt discounts and premiums as interest | 3,288 | 2,570 |
Straight-line rental income | 3,543 | 1,132 |
Security deposits replenished (utilized) | (62,309) | (16,368) |
Loss on asset impairment | 16,740 | 0 |
Unrealized (gains) and losses on equity securities, net | 5,045 | (20,977) |
Equity in (earnings) losses of an investee | 718 | (404) |
(Gain) loss on sale of real estate | 6,911 | (159,535) |
Other non-cash (income) expense, net | (1,659) | (330) |
Changes in assets and liabilities: | ||
Due from related persons | 196 | 2,895 |
Other assets | 16,725 | (8,642) |
Accounts payable and other liabilities | 8,686 | (28,233) |
Due to related persons | 4,856 | (53,395) |
Net cash provided by operating activities | 97,016 | 43,865 |
Cash flows from investing activities: | ||
Real estate acquisitions and deposits | (7,113) | (148,011) |
Real estate improvements | (31,343) | (11,738) |
Hotel managers’ purchases with restricted cash | (48,969) | (46,361) |
Hotel manager’s deposit of insurance proceeds into restricted cash | 15,000 | 0 |
Net proceeds from sale of real estate | 8,010 | 308,200 |
Investment in Sonesta | (5,199) | 0 |
Net cash (used in) provided by investing activities | (69,614) | 102,090 |
Cash flows from financing activities: | ||
Borrowings under unsecured revolving credit facility | 230,000 | 94,000 |
Repayments of unsecured revolving credit facility | (150,000) | (130,000) |
Repurchase of common shares | (43) | 0 |
Distributions to common shareholders | (88,863) | (87,154) |
Net cash used in financing activities | (8,906) | (123,154) |
Increase in cash and cash equivalents and restricted cash | 18,496 | 22,801 |
Cash and cash equivalents and restricted cash at beginning of period | 81,259 | 76,003 |
Cash and cash equivalents and restricted cash at end of period | 99,755 | 98,804 |
Supplemental disclosure of cash and cash equivalents and restricted cash: | ||
Total cash and cash equivalents and restricted cash | 99,755 | 98,804 |
Supplemental cash flow information: | ||
Cash paid for interest | 78,994 | 77,745 |
Cash paid for income taxes | 220 | 320 |
Non-cash investing activities: | ||
Investment in Sonesta | $ 42,000 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of Service Properties Trust and its subsidiaries, or SVC, 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, 2019 , or our 2019 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 our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. 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 year’s 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 wholly owned 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 $28,628 and $31,920 as of March 31, 2020 and December 31, 2019 , respectively, and consist primarily of amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $152,227 and $138,708 as of March 31, 2020 and December 31, 2019 , 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 | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements On January 1, 2020, we adopted FASB Accounting Standards Update, or 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. Lease related receivables are governed by the lease accounting under GAAP and are not subject to ASU No. 2016-13. We adopted this standard using the modified retrospective approach. The implementation of this standard did not have a material impact in our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [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 properties 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. We reduced rental income by net $3,543 and $1,132 for the three months ended March 31, 2020 and 2019 , respectively, to record scheduled rent changes under certain of our retail leases, the deferred rent obligations payable to us under our leases with TravelCenters of America Inc., 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 6 and 10 for further information regarding our TA leases. Due from related persons includes $43,710 and $47,057 at March 31, 2020 and December 31, 2019 , respectively, and other assets, net includes $3,859 and $4,054 of straight-line rent receivables at March 31, 2020 and December 31, 2019 , respectively. Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We may determine percentage rent due to us under our leases monthly, quarterly or annually, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We had deferred estimated percentage rent of $725 and $1,069 for the three months ended March 31, 2020 and 2019 , respectively. We own all the FF&E reserve 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 reserves established for the regular refurbishment of our hotels, or FF&E reserves, for our managed hotels as FF&E reserve income. |
Weighted Average Common Shares
Weighted Average Common Shares | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 (in thousands) Weighted average common shares for basic earnings per share 164,370 164,278 Effect of dilutive securities: Unvested share awards — 44 Weighted average common shares for diluted earnings per share 164,370 164,322 |
Real Estate Properties
Real Estate Properties | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Properties | Note 5. Real Estate Properties At March 31, 2020 , we owned 329 hotels with 51,358 rooms or suites and 813 service-oriented retail properties with approximately 14.5 million square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated carrying value of $11,501,576 , including $56,688 classified as held for sale as of March 31, 2020 . During the three months ended March 31, 2020 , we funded $38,627 for improvements to certain of our properties which, pursuant to the terms of our management and lease agreements with our managers and tenants, resulted in increases in our contractual annual minimum returns and rents of $2,531 . See Note 6 for further information about our management and lease agreements and our fundings of improvements to certain of our properties. Acquisitions We acquired a portfolio of three net lease properties during the three months ended March 31, 2020 . We accounted for this transaction as an acquisition of assets. Our allocation of the purchase price for this acquisition based on the estimated fair value of the acquired assets is presented in the table below. Acquisition Date Location Purchase Price Land Building and Improvements Furniture, Fixtures and Equipment Intangible Assets / Liabilities, net 3/12/2020 Various (1) $ 7,071 $ 880 $ 5,363 $ — $ 828 (1) On March 12, 2020 , we acquired three net lease properties with approximately 6,696 square feet in two states with leases requiring an aggregate of $387 of annual minimum rent for an aggregate purchase price of $7,071 , including acquisition related costs. Dispositions We sold six net lease properties with an aggregate of 292,276 rentable square feet for aggregate proceeds of $8,010 , excluding closing costs, in six separate transactions during the three months ended March 31, 2020 . The sales of these properties, as presented in the table below, do not represent significant dispositions individually or in the aggregate nor do they represent a strategic shift. As a result, the results of operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of income. As a result of these sales, we recorded a net loss on sale of real estate of $6,911 during the three months ended March 31, 2020 . Date of Sale Number of Properties Location Tenant Square Feet Gross Sales Price 1/28/2020 1 Gothenburg, NE Vacant 31,978 $ 585 2/6/2020 1 Rochester, MN Vacant 90,503 2,600 2/13/2020 1 Ainsworth, NE Vacant 32,901 775 2/14/2020 1 Dekalb, IL Vacant 5,052 1,050 3/2/2020 1 Eau Claire, MI HOM Furniture, Inc. (1) 98,824 2,600 3/28/2020 1 Stillwater, OK Vacant 33,018 400 292,276 $ 8,010 (1) The HOM Furniture, Inc. lease was scheduled to expire on April 30, 2020 and required annual minimum rent of $817 . As of March 31, 2020 , six properties with 799,041 square feet with leases requiring annual minimum rent of $5,433 and an aggregate carrying value of $56,688 were classified as held for sale. See Note 13 for further information on these properties. We entered into agreements to sell seven properties with approximately 821,068 square feet in six states with leases requiring an aggregate sales price of $59,500 , excluding closing costs. We expect these sales to be completed by the third quarter of 2020. See Note 13 for further information on these properties. We were previously marketing for sale 20 Wyndham Hotels & Resorts, Inc., or Wyndham, branded hotels with an aggregate net carrying value of $110,465 and 33 Marriott International, Inc., or Marriott hotels with an aggregate net carrying value of $221,129 and were in the process of launching a marketing effort related to our 39 Sonesta ES Suites hotels, managed by Sonesta Holdco Corporation and its subsidiaries, or Sonesta, with an aggregate net carrying value of $461,263 |
Management Agreements and Lease
Management Agreements and Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Management Agreements and Leases | Note 6. Management Agreements and Leases As of March 31, 2020 , we owned 329 hotels which were included in six operating agreements and 813 service orientated retail properties net leased to 187 tenants. We do not operate any of our properties. Hotel agreements As of March 31, 2020 , 328 of our hotels were leased to our TRSs and managed by independent hotel operating companies and one hotel was leased to a third party. As of March 31, 2020 , our hotel properties were managed by or leased to separate subsidiaries of InterContinental Hotels Group, plc, or IHG, Marriott, Sonesta, Hyatt Hotels Corporation, or Hyatt, Radisson Hospitality, Inc., or Radisson, and Wyndham, under six agreements. These hotel agreements have initial terms expiring between 2020 and 2037. Each of these agreements is for between nine and 122 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 15 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 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, reimbursement of working capital advances and replenishment of security deposits or guarantees, as applicable. Some of our managers or tenants or their affiliates have provided deposits or guarantees to secure their obligations to pay us. IHG agreement. Our management agreement with IHG for 103 hotels, or our IHG agreement, provides that, as of March 31, 2020 , we are to be paid annual minimum returns and rents of $216,551 . We realized minimum returns and rents of $54,085 and $49,584 during the three months ended March 31, 2020 and 2019 , respectively, under this agreement. Pursuant to our IHG agreement, IHG has provided us with a security deposit to cover minimum payment shortfalls, if any. Under this agreement, IHG 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, working capital advances and certain management fees. During the three months ended March 31, 2020 , we reduced the available security deposit by $33,654 to cover shortfalls in hotel cash flows available to pay the minimum returns and rents due to us for the period. The available balance of this security deposit was $42,063 as of March 31, 2020 . We funded $3,900 for capital improvements to certain of the hotels included in our IHG agreement during the three months ended March 31, 2020 , which resulted in increases in our contractual annual minimum returns of $312 . We did no t fund any capital improvements for hotels included in our IHG agreement during the three months ended March 31, 2019 . In April 2020, we funded $37,000 of working capital advances under our IHG agreement to cover projected operating losses at our hotels managed by IHG. This working capital advance is reimbursable to us from a share of future cash flows from the hotel operations in excess of the minimum returns due to us, if any, pursuant to the terms of the IHG agreement. Our IHG agreement requires 5% of gross revenues from hotel operations be placed in escrow for hotel maintenance and periodic renovations, or an FF&E reserve. As a result of current market conditions, effective March 1, 2020, we and IHG have agreed to suspend contributions to the FF&E reserve under our IHG agreement for the remainder of 2020. Marriott agreement . Our management agreement with Marriott for 122 hotels, or our Marriott agreement, provides that, as of March 31, 2020 , we are to be paid annual minimum returns of $190,603 . We realized minimum returns of $47,648 and $45,235 during the three months ended March 31, 2020 and 2019 , respectively, under this agreement. Pursuant to our Marriott agreement, Marriott has provided us with a security deposit to cover minimum return payment shortfalls, if any. Under this agreement, this security deposit, if utilized, may be replenished and increased up to $64,700 from 60% of the cash flows realized from operations of the 122 hotels after payment of the aggregate annual minimum returns, Marriott’s base management fees and working capital advances. During the three months ended March 31, 2020 , we reduced the available security deposit by $28,655 to cover shortfalls in hotel cash flows available to pay the minimum returns due to us for the period. The available balance of this security deposit was $4,790 as of March 31, 2020 . Pursuant to our Marriott agreement, Marriott has also provided us with a limited guaranty which expires in 2026 for shortfalls of up to 85% of our minimum returns, if and after the available security deposit has been depleted. The available balance of the guaranty was $30,000 as of March 31, 2020 . We funded $300 and $22,593 for capital improvements to certain of the hotels included in our Marriott agreement during the three months ended March 31, 2020 and 2019 , respectively, which resulted in increases in our contractual annual minimum returns of $30 and $2,169 , respectively. We and Marriott identified 33 of the 122 hotels covered by our Marriott agreement that will be sold or rebranded, at which time we would retain the proceeds of any such sales and the aggregate annual minimum returns due to us would decrease by the amount allocated to the applicable hotel. In April 2020, we funded $30,000 of working capital advances under our Marriott agreement to cover projected operating losses at our hotels managed by Marriott. This working capital advance is reimbursable to us from a share of future cash flows from the hotel operations in excess of the minimum returns due to us and Marriott’s base management fees, if any, pursuant to the terms of our Marriott agreement. Our Marriott agreement requires 5.5% to 6.5% of gross revenues from hotel operations be placed in an FF&E reserve. As a result of current market conditions, we and Marriott have agreed to suspend contributions to the FF&E reserve under our Marriott agreement for six months effective March 1, 2020. Sonesta agreement. As of March 31, 2020 , Sonesta managed 14 of our full-service hotels and 39 of our extended stay 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. On February 27, 2020, we entered into a transaction agreement with Sonesta pursuant to which we and Sonesta restructured our existing business arrangements as follows: • We amended and restated our then existing Sonesta agreement, and our existing pooling agreement with Sonesta, which combines our management agreements with Sonesta for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and minimum returns due to us, as further described below; • We and Sonesta agreed to sell, rebrand or repurpose our 39 extended stay hotels currently managed by Sonesta with an aggregate carrying value of $461,263 and which currently require aggregate minimum returns of $48,239 . As the hotels are sold, rebranded or repurposed, the management agreement for the applicable hotel(s) will terminate without our being required to pay Sonesta a termination fee and our annual minimum returns due to us under our Sonesta agreement will decrease by the amount allocated to the applicable hotel(s); • Sonesta will continue to manage 14 of our full-service hotels that Sonesta currently manages and the annual minimum returns due for these hotels was reduced from $99,013 to $69,013 ; • Sonesta issued to us a number of its shares of common stock representing approximately (but not more than) 34% of its outstanding shares of common stock (post-issuance) and we entered into a stockholders agreement with Sonesta, Adam Portnoy and the other stockholder of Sonesta and a registration rights agreement with Sonesta; • We and Sonesta modified our Sonesta agreement and pooling agreement so that 5% of the hotel gross revenues of each of our 14 full-service hotels managed by Sonesta will be escrowed for future capital expenditures as “FF&E reserves,” subject to available cash flows after payment of the annual minimum returns due to us under the Sonesta agreement; • We and Sonesta modified our Sonesta agreement and pooling agreement so that (1) our termination rights under those agreements for our 14 full-service hotels managed by Sonesta are generally limited to performance and for “cause,” casualty and condemnation events, (2) a portfolio wide performance test now applies for determining whether the management agreement for any of our full-service hotels managed by Sonesta may be terminated for performance reasons, and (3) the provisions included in our historical pooling agreement that allowed either us or Sonesta to require the marketing for sale of non-economic hotels were removed; and • We and Sonesta extended the initial expiration date of the management agreements for our full-service hotels managed by Sonesta located in Chicago, IL and Irvine, CA to January 2037 to align with the initial expiration date for our other full-service hotels managed by Sonesta. Except as described above, the economic terms of our amended and restated Sonesta agreement and amended and restated pooling agreement are consistent with the historical Sonesta agreement and pooling agreement. We previously leased 48 vacation units to Wyndham Destinations, Inc. (NYSE: WYND), at our full service hotel located in Chicago, IL, which Sonesta began managing in November 2019 and which had previously been managed by Wyndham. Effective March 1, 2020, Sonesta commenced managing those units and those units were added to our Sonesta agreement for that Chicago hotel. Our Sonesta agreement provides that we are paid a fixed annual minimum return equal to 8% of our invested capital, as defined therein, 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 fixed annual minimum return under our Sonesta agreement was $118,941 as of March 31, 2020 . Our Sonesta agreement further provides that we are paid an additional return based upon operating profits, as defined therein, after reimbursement of owner or manager advances, FF&E reserve escrows and Sonesta’s incentive fee, if applicable. Our Sonesta hotels generated a net operating cash flow deficit of $8,146 and returns of $14,161 during the three months ended March 31, 2020 and 2019 , respectively. We do not have any security deposits or guarantees for our Sonesta hotels. Accordingly, the returns we receive from our Sonesta hotels are limited to the hotels’ available cash flows, if any, after payment of operating expenses, including management and related fees. In addition to our minimum returns, the management agreement provides for payment of 80% of hotel cash flows after payment of hotel operating expenses including certain management fees to Sonesta, our minimum return, working capital advances and any FF&E reserves. In May 2020, Sonesta requested a $7,408 working capital advance under our Sonesta agreement to cover projected operating losses at our hotels managed by Sonesta. This working capital advance will be reimbursable to us from a share of future cash flows from the hotel operations in excess of the minimum returns due to us, if any, pursuant to the terms of the Sonesta agreement. We expect to fund this advance in May 2020. Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third-party reservation transmission fees of $6,779 and $8,523 for the three months ended March 31, 2020 and 2019 , respectively. In addition, we incurred procurement and construction supervision fees of $633 and $405 for the three months ended March 31, 2020 and 2019 , 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 for our extended stay hotels managed by Sonesta and, prior to February 27, 2020, did not require FF&E escrow deposits for our full-service hotels managed by Sonesta, but does and did, as applicable, require us to fund capital expenditures that we approve or approved at our Sonesta hotels. No FF&E escrow deposits were required during the three months ended March 31, 2020. We funded $29,036 and $10,467 for renovations and other capital improvements to certain hotels included in our Sonesta agreement during the three months ended March 31, 2020 and 2019 , respectively, which resulted in increases in our contractual annual minimum returns of $2,141 and $484 , respectively. We owed Sonesta $13,323 and $9,226 for capital expenditure and other reimbursements at March 31, 2020 and 2019 , 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. Accounting for Investment in Sonesta: We account for our 34% non-controlling interest in Sonesta under the equity method of accounting. As of March 31, 2020 , our investment in Sonesta had a carrying value of $46,481 . This amount is included in other assets in our condensed consolidated balance sheets. The cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total shareholders’ equity book value on the date of acquisition by an aggregate of $8,000 . As required under GAAP, we were amortizing this difference to equity in earnings of an investee over the average remaining useful lives of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition, February 27, 2020. We recognized losses of $718 related to our investment in Sonesta for the three months ended March 31, 2020 . This amount is presented as equity in earnings (losses) of an investee in our condensed consolidated statements of comprehensive income. We recorded a liability for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta. We are amortizing this amount as described below. This liability for our investment in Sonesta is included in accounts payable and other liabilities in our condensed consolidated balance sheet and is being amortized on a straight-line basis through January 31, 2037, the remaining term of the Sonesta agreement as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income. We reduced hotel operating expenses by $207 for the three months ended March 31, 2020 for amortization of this liability. As of March 31, 2020 , the unamortized balance of this liability was $41,793 . See Note 10 for further information regarding our relationship, agreements and transactions with Sonesta. Hyatt agreement . Our management agreement with Hyatt for 22 hotels, or our Hyatt agreement, provides that, as of March 31, 2020 , 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 March 31, 2020 and 2019 , under this agreement. Pursuant to our Hyatt agreement, Hyatt has provided us with a guaranty, which is limited to $50,000 . During the three months ended March 31, 2020 , the hotels under this agreement generated cash flows that were less than the minimum returns due to us for the period, and Hyatt made $3,628 of guaranty payments to cover the shortfall. The available balance of the guaranty was $16,026 as of March 31, 2020 . In addition to our minimum returns, this management agreement provides for payment to us of 50% of the hotels’ available cash flows after payment of operating expenses, funding required FF&E reserves, payment of our minimum return, our working capital advances and reimbursement to Hyatt of working capital and guaranty advances. In April 2020, we funded $1,300 of working capital advances under our Hyatt agreement to cover projected operating losses at our hotels managed by Hyatt. This working capital advance is reimbursable to us from a share of future cash flows from the hotel operations in excess of the minimum returns due to us, if any, pursuant to the terms of the Hyatt agreement. In May, 2020, Hyatt requested an additional $1,300 working capital advance. We expect to fund this advance in May 2020. Our Hyatt agreement requires 5% of gross revenues from hotel operations be placed in an FF&E reserve. As a result of current market conditions, effective March 1, 2020, we and Hyatt have agreed to suspend contributions to the FF&E reserve under our Hyatt agreement for the remainder of 2020. Radisson agreement. Our management agreement with Radisson for nine hotels, or our Radisson agreement, provides that, as of March 31, 2020 , we are to be paid an annual minimum return of $20,442 . We realized minimum returns of $5,111 and $4,831 during the three months ended March 31, 2020 and 2019 , respectively, under this agreement. Pursuant to our Radisson agreement, Radisson has provided us with a guaranty, which is limited to $47,523 . During the three months ended March 31, 2020 , the hotels under this agreement generated cash flows that were less than the minimum returns due to us for the period, and Radisson made $4,569 of guaranty payments to cover the shortfall. The available balance of the guaranty was $36,647 as of March 31, 2020 . In addition to our minimum returns, our Radisson agreement provides for payment to us of 50% of the hotels’ available cash flows after payment of operating expenses, funding the required FF&E reserve, payment of our minimum return, our working capital advances and reimbursement to Radisson of working capital and guaranty advances, if any. Our Radisson agreement requires 5% of gross revenues from hotel operations be placed in an FF&E reserve. As a result of current market conditions, effective April 1, 2020, we and Radisson have agreed to suspend contributions to the FF&E reserve under our Radisson agreement for the remainder of 2020. Wyndham agreements . Our management agreement with Wyndham for 20 hotels, or our Wyndham agreement expires on September 30, 2020 unless sooner terminated with respect to any hotels that are sold or rebranded. Wyndham is required to pay us all cash flows of the hotels after payment of hotel operating costs. Wyndham is not entitled to any base management fees for the remainder of the agreement term. Our Wyndham hotels generated a net operating cash flow deficit of $1,081 and returns of $5,907 during the three months ended March 31, 2020 and 2019 , respectively. We funded $1,212 and $1,022 for capital improvements at certain of the hotels included in our Wyndham agreement during the three months ended March 31, 2020 and 2019 , respectively. In April 2020, we funded $2,423 of working capital advances under our Wyndham agreement to cover projected operating losses at our hotels managed by Wyndham. Net lease portfolio As of March 31, 2020 , we owned 813 net lease service-oriented retail properties with 14.5 million square feet with leases requiring annual minimum rents of $379,503 with a weighted (by annual minimum rents) average remaining lease term of 11.1 years. The portfolio was 98% leased by 187 tenants operating under 128 brands in 22 distinct industries. TA leases TA is our largest tenant. As of March 31, 2020 , we leased to TA a total of 179 travel centers under five leases that expire between 2029 and 2035 and require annual minimum rents of $246,110 which represents approximately 25.5% of our total annual minimum returns and rents as of March 31, 2020 . In addition, TA is required to pay us previously deferred rent obligations in quarterly installments of $4,404 through January 31, 2023. TA paid $4,404 of deferred rent to us for the three months ended March 31, 2020 . The remaining balance of previously deferred rents was $52,843 as of March 31, 2020 . We recognized rental income from TA of $61,528 and $63,075 for the three months ended March 31, 2020 and 2019 , respectively. Rental income for the three months ended March 31, 2020 and 2019 includes $3,344 and $1,214 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 March 31, 2020 and December 31, 2019 , we had receivables for current rent amounts owed to us by TA and straight-line rent adjustments of $65,109 and $79,710 , 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 did not fund any capital improvements to our properties that we leased to TA during the three months ended March 31, 2020 or 2019 . In addition to the rental income that we recognized during the three months ended March 31, 2020 and 2019 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 $725 and $1,069 for the three months ended March 31, 2020 and 2019 , respectively. See Note 10 for further information regarding our relationship with TA. Other net lease agreements Our net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight-line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our 634 other net lease properties of $36,653 for the three months ended March 31, 2020 , which include $1,701 of adjustments to record scheduled rent changes under certain of our leases on a straight-line basis. As a result of the COVID-19 pandemic, some of our tenants have requested rent assistance. We have entered into rent deferral agreements with 84 net lease retail tenants with leases requiring an aggregate of $61,963 of annual minimum rents. Generally these rent deferrals are for one to three months of rent and will be payable by the tenants over a 12 month period beginning in September 2020. We have deferred an aggregate of $8,584 of rent as of May 7, 2020 . Guarantees and security deposits generally. When we reduce the amounts of the security deposits we hold for any of our operating agreements for payment deficiencies, it does not result in additional cash flows to us of the deficiency amounts, but reduces the refunds due to the respective tenants or managers who have provided us with these security deposits upon expiration of the applicable operating 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 applicable agreements. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $118,064 and $42,839 less than the minimum returns due to us for the three months ended March 31, 2020 and 2019 , 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. We reduced hotel operating expenses by $75,927 and $22,465 for the three months ended March 31, 2020 and 2019 , respectively. 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 $47,755 and $20,676 for the three months ended March 31, 2020 and 2019 , respectively, which represent the unguaranteed portions of our minimum returns from our Sonesta and Wyndham agreements. 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 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. There were no guaranty or security deposit replenishments for the three months ended March 31, 2020 or 2019 . |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness | Note 7. Indebtedness Our principal debt obligations at March 31, 2020 were: (1) $457,000 of outstanding borrowings under our $1,000,000 unsecured revolving credit facility; (2) our $400,000 unsecured term loan; and (3) $5,350,000 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. Our $1,000,000 revolving credit facility is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is July 15, 2022 , and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the maturity date of the facility for two additional six -month periods. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. We are required to pay interest on borrowings under our revolving credit facility at the rate of LIBOR plus a premium, which was 120 basis points per annum as of March 31, 2020 . We also pay a facility fee, which was 25 basis points per annum at March 31, 2020 , on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of March 31, 2020 , the annual interest rate payable on borrowings under our revolving credit facility was 1.85% . The weighted average annual interest rate for borrowings under our revolving credit facility was 2.60% and 3.41% for three months ended March 31, 2020 and 2019 , respectively. As of March 31, 2020 , we had $457,000 outstanding and $543,000 available under our revolving credit facility. As of May 7, 2020 , we had $500,000 outstanding and $500,000 available to borrow under our revolving credit facility. Our $400,000 term loan, which matures on July 15, 2023 , is prepayable without penalty at any time. We are required to pay interest on the amount outstanding under our term loan at the rate of LIBOR plus a premium, which was 135 basis points per annum as of March 31, 2020 . The interest rate premium is subject to adjustment based on changes to our credit ratings. As of March 31, 2020 , the annual interest rate for the amount outstanding under our term loan was 2.93% . The weighted average annual interest rate for borrowings under our term loan was 3.03% and 3.60% for the three months ended March 31, 2020 and 2019 , 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 The RMR Group LLC, or RMR LLC, ceasing to act as our business manager. Our credit agreement and our unsecured senior notes indentures and their supplements also contain covenants, including those 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 March 31, 2020 . On May 8, 2020, we amended the credit agreement governing our $1,000,000 unsecured revolving credit facility and $400,000 unsecured term loan. The amendment provides a waiver of certain of the financial covenants under our credit agreement through March 31, 2021, or the Waiver Period during which, subject to certain conditions, we will continue to have access to undrawn amounts under the credit facility. During the Waiver Period, and continuing thereafter until such time as we have demonstrated compliance with certain of our financial covenants as of June 30, 2021: • we will be required to maintain unrestricted liquidity (unrestricted cash or undrawn availability under our $1,000,000 revolving credit facility) of not less than $125,000 ; • our interest rate premium over LIBOR under our revolving credit facility and term loan will be increased by 50 basis points; • our ability to pay distributions on our common shares will be limited to amounts required to maintain our qualification for taxation as a real estate investment trust, or REIT, and to avoid the payment of certain income and excise taxes, and to pay a cash dividend of $0.01 per common share per quarter; • we will be subject to certain additional covenants, including additional restrictions on our ability to incur indebtedness (with exceptions for borrowings under our revolving credit facility and certain other categories of secured and unsecured indebtedness), and to acquire real property or make other investments (with exceptions for, among other things, certain categories of capital expenditures and costs, and certain share purchases); and • we will generally be required to apply the net cash proceeds from the disposition of assets, capital markets transactions, debt refinancings or COVID-19 government stimulus programs to the repayment of outstanding loans under the credit agreement. We have provided equity pledges on certain of our property owning subsidiaries to secure our obligations under the credit agreement. We will be required to pledge the equity of additional property owning subsidiaries in the event that the ratio of the outstanding amount of the loans and other credit extensions under the credit agreement to the undepreciated book value of real property owned by the pledged subsidiaries, or the Collateral Value Percentage, exceeds 50% . These pledges are subject to release in full, (i) subject to the satisfaction of certain conditions, including, among other things, our having complied with the financial covenants under the credit agreement for two fiscal quarters following the end of the Waiver Period or (ii) in connection with our having issued at least $500,000 of unsecured notes with an initial term of five years , or a Qualified Note Issuance, provided that, among other conditions, the outstanding amount of the revolving facility does not exceed $750,000 and the term loan has been paid in full. If, following a release of pledges in connection with Qualified Note Issuance, a request for a borrowing under the revolving facility would result in more than $750,000 outstanding under the revolving facility, we are required to deliver new equity pledges such that the Collateral Value Percentage is no more than 50% . We have the right to substitute collateral and otherwise obtain the release of pledged subsidiaries in certain circumstances. While the equity pledges remain in effect, we will remain subject to the restrictions on our ability to pay distributions on our common shares that are described above. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 8. Shareholders' Equity Distributions On February 20, 2020 , we paid a regular quarterly distribution to our common shareholders of record on January 27, 2020 of $0.54 per share, or $88,863 . On March 30, 2020 we declared a regular quarterly distribution to common shareholders of record on April 21, 2020 of $0.01 per share, or $1,646 . We expect to pay this amount on or about May 21, 2020 . Share Awards On February 27, 2020 , in accordance with our Trustee compensation arrangements, we granted 3,000 of our common shares, valued at $18.64 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day to each of our two new Trustees as part of their annual compensation. Share Repurchases During the quarter ended March 31, 2020, we purchased an aggregate of 2,637 of our common shares valued at a weighted average price per common share of $16.36 , based on the closing price of our common shares on Nasdaq, on the date of repurchase, from certain former employees of RMR LLC, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. |
Business and Property Managemen
Business and Property Management Agreements with RMR LLC | 3 Months Ended |
Mar. 31, 2020 | |
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 our net lease portfolio, excluding properties leased to TA, and the office building component of one of our hotels. Pursuant to our business management agreement, we recognized net business management fees of $10,560 and $9,727 for the three months ended March 31, 2020 and 2019 , respectively. Based on our common share total return, as defined in our business management agreement, as of each of March 31, 2020 and 2019 , no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2020 or 2019 . The actual amount of annual incentive fees for 2020 , 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, 2020 , and will be payable in 2021 . We did not incur an incentive fee payable to RMR LLC for the year ended December 31, 2019 . We include business management fee amounts 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 and construction supervision fees of $1,020 and $11 for the three months ended March 31, 2020 and 2019 , respectively. These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated statements of comprehensive income. We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC employees assigned to work exclusively or partly at our net lease properties (excluding properties leased to TA) and the office building component of one of our hotels, our share of the wages, benefits and other related costs of RMR LLC's centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function, and as otherwise agreed. We reimbursed RMR LLC $127 and $200 for these expenses and costs for the three months ended March 31, 2020 and 2019 , respectively. We included these amounts in other operating expenses and selling, general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income. |
Related Person Transactions
Related Person Transactions | 3 Months Ended |
Mar. 31, 2020 | |
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., and others affiliated with them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR LLC is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. and is a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. John G. Murray, our other Managing Trustee and President and Chief Executive Officer also serves as an officer and employee of RMR LLC. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves as chair of the boards of trustees or boards of directors of several of these public companies and as a managing director or managing trustee of these public companies. Other officers of RMR LLC, including Mr. Murray and certain of our other officers, serve as managing trustees, managing directors or officers of certain of these companies. TA . TA is our largest tenant and property operator, leasing 26.6% of our gross carrying value of real estate properties as of March 31, 2020 . We lease 179 of our travel centers to TA under the TA leases. We are also TA’s largest shareholder; as of March 31, 2020 , we owned 684,000 shares of TA common stock, representing approximately 8.2% of TA’s outstanding shares of common stock. RMR LLC provides management services to both us and TA, and Adam D. Portnoy, also serves as the chair of the board of directors and as a managing director of TA and as of March 31, 2020 beneficially owned through RMR LLC 298,538 shares of TA common stock, representing approximately 3.6% of TA’s outstanding shares of common stock. See Note 6 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 that is majority owned by Adam D. Portnoy, one of our Managing Trustees who also serves as one of Sonesta’s directors, and a person related to him. One of Sonesta’s other directors is our other Managing Trustee, President and Chief Executive Officer and Sonesta’s other director serves as RMR LLC’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary. Sonesta’s chief executive officer and chief financial officer are officers of RMR LLC. Certain other officers and employees of Sonesta are former employees of RMR LLC. RMR LLC also provides certain services to Sonesta. As of March 31, 2020 , we owned approximately 34% of Sonesta which managed 53 of our hotels pursuant to our Sonesta agreement. See Note 6 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. Affiliates Insurance Company, or AIC . Until its dissolution on February 13, 2020, we, ABP Trust, TA and four other companies to which RMR LLC provides management services owned AIC, an Indiana insurance company, in equal amounts. Certain of our Trustees and certain trustees or directors of the other AIC shareholders served on the board of directors of AIC until its dissolution. We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC. The policies under that program expired on June 30, 2019, and we and the other AIC shareholders elected not to renew the AIC property insurance program; we have instead purchased standalone property insurance coverage with unrelated third party insurance providers. As of March 31, 2020 and December 31, 2019 , our investment in AIC had a carrying value of $298 . These amounts are included in other noncurrent assets in our condensed consolidated balance sheets. We did not record any income for the three months ended March 31, 2020 . We recognized income of $404 related to our investment in AIC for the three months ended March 31, 2019 which amount is included in equity in earnings of an investee in our condensed consolidated statements of operations and comprehensive loss. Our other comprehensive income (loss) attributable to common shareholders for the three months ended March 31, 2019 includes our proportionate share of unrealized gains and losses on securities held for sale, which were then 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 2019 Annual Report. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes We have elected to be taxed as a 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 months ended March 31, 2020 , we recognized income tax expense of $342 which includes $51 of foreign taxes and $291 of state taxes. During the three months ended March 31, 2019 , we recognized income tax expense of $1,059 which includes $315 of foreign taxes and $744 of state taxes. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. Segment Information We aggregate our hotels and net lease portfolio into two reportable segments, hotel investments and net lease investments , based on their similar operating and economic characteristics. For the Three Months Ended March 31, 2020 Hotels Net Lease Corporate Consolidated Revenues: Hotel operating revenues $ 383,503 $ — $ — $ 383,503 Rental income 807 99,265 — 100,072 FF&E reserve income 201 — — 201 Total revenues 384,511 99,265 — 483,776 Expenses: Hotel operating expenses 271,148 — — 271,148 Other operating expenses — 3,759 — 3,759 Depreciation and amortization 67,669 60,257 — 127,926 General and administrative — — 14,024 14,024 Loss on asset impairment — 16,740 — 16,740 Total expenses 338,817 80,756 14,024 433,597 Gain (loss) on sale of real estate — (6,911 ) — (6,911 ) Unrealized losses on equity securities — — (5,045 ) (5,045 ) Interest income 147 — 115 262 Interest expense — — (71,075 ) (71,075 ) Income (loss) before income taxes and equity in earnings of an investee 45,841 11,598 (90,029 ) (32,590 ) Income tax expense — — (342 ) (342 ) Equity in losses of an investee — — (718 ) (718 ) Net income (loss) $ 45,841 $ 11,598 $ (91,089 ) $ (33,650 ) As of March 31, 2020 Hotels Net Lease Corporate Consolidated Total assets $ 4,846,566 $ 3,960,512 $ 189,545 $ 8,996,623 For the Three Months Ended March 31, 2019 Hotels Net Lease Corporate Consolidated Revenues: Hotel operating revenues $ 454,863 $ — $ — $ 454,863 Rental income 5,598 63,075 — 68,673 FF&E reserve income 1,372 — — 1,372 Total revenues 461,833 63,075 — 524,908 Expenses: Hotel operating expenses 317,685 — — 317,685 Other operating expenses — 1,440 — 1,440 Depreciation and amortization 66,583 32,782 — 99,365 General and administrative — — 12,235 12,235 Total expenses 384,268 34,222 12,235 430,725 Gain on sale of real estate — 159,535 — 159,535 Dividend income — — 876 876 Unrealized gains and losses on equity securities, net — — 20,977 20,977 Interest income 434 — 203 637 Interest expense — — (49,766 ) (49,766 ) Income (loss) before income taxes and equity in earnings of an investee 77,999 188,388 (39,945 ) 226,442 Income tax expense — — (1,059 ) (1,059 ) Equity in earnings of an investee — — 404 404 Net income (loss) $ 77,999 $ 188,388 $ (40,600 ) $ 225,787 As of December 31, 2019 Hotels Net Lease Corporate Consolidated Total assets $ 4,866,549 $ 4,042,831 $ 124,587 $ 9,033,967 |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
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 and liabilities carried at fair value at March 31, 2020 , categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset or liability. Fair Value at Reporting Date Using Carrying Value at Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description March 31, 2020 (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurement Assets: Investment in TA (1) $ 6,686 $ 6,686 $ — $ — Non-recurring Fair Value Measurement Assets: Assets of properties held for sale (2) $ 56,688 $ — $ 56,688 $ — Assets of properties held and used (3) $ 368 $ — $ — $ 368 (1) Our 684,000 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 March 31, 2020 . During the three months ended March 31, 2020 we recorded unrealized losses of $5,045 and during the three months ended March 31, 2019 , we recorded unrealized gains of $1,197 to adjust the carrying value of our investment in TA shares to its fair value. (2) As of March 31, 2020 , we owned six net lease properties located in five states classified as held for sale with an aggregate net carrying value of $56,688 . These properties are recorded at their estimated fair value less costs to sell based on purchase agreements with third-parties (Level 2 inputs as defined in the fair value hierarchy under GAAP). We recorded a $13,230 loss on asset impairment during the three months ended March 31, 2020 to reduce the carrying value of one of these properties to its estimated fair value less costs to sell. (3) We recorded a $3,510 loss on asset impairment in the three months ended March 31, 2020 to reduce the carrying value of one net lease property to its estimated fair value of $368 based on discounted cash flow analyses (Level 3 inputs). 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 March 31, 2020 and December 31, 2019 , 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 floating interest rates, except as follows: March 31, 2020 December 31, 2019 Carrying Fair Carrying Fair Value (1) Value Value (1) Value Senior Unsecured Notes, due 2021 at 4.25% $ 398,739 $ 389,728 $ 398,379 $ 406,838 Senior Unsecured Notes, due 2022 at 5.00% 497,124 369,308 496,821 526,500 Senior Unsecured Notes, due 2023 at 4.50% 499,473 356,455 499,432 520,478 Senior Unsecured Notes, due 2024 at 4.65% 348,396 255,073 348,295 364,277 Senior Unsecured Notes, due 2024 at 4.35% 818,443 619,191 818,075 848,847 Senior Unsecured Notes, due 2025 at 4.50% 346,602 232,694 346,431 361,783 Senior Unsecured Notes, due 2026 at 5.25% 343,366 257,297 343,083 369,185 Senior Unsecured Notes, due 2026 at 4.75% 446,058 314,674 445,905 464,315 Senior Unsecured Notes, due 2027 at 4.95% 394,838 357,354 394,649 414,012 Senior Unsecured Notes, due 2028 at 3.95% 391,046 293,268 390,759 393,940 Senior Unsecured Notes, due 2029 at 4.95% 417,505 331,351 417,307 434,248 Senior Unsecured Notes, due 2030 at 4.375% 388,806 304,156 388,522 394,788 Total financial liabilities $ 5,290,396 $ 4,080,549 $ 5,287,658 $ 5,499,211 (1) Carrying value includes unamortized discounts and premiums and issuance costs. At March 31, 2020 and December 31, 2019 , 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) | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements of Service Properties Trust and its subsidiaries, or SVC, 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, 2019 , or our 2019 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 our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. 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 year’s 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 |
New Accounting Pronouncements | On January 1, 2020, we adopted FASB Accounting Standards Update, or 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. Lease related receivables are governed by the lease accounting under GAAP and are not subject to ASU No. 2016-13. We adopted this standard using the modified retrospective approach. The implementation of this standard did not have a material impact in our condensed consolidated financial statements. |
Weighted Average Common Shares
Weighted Average Common Shares (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 (in thousands) Weighted average common shares for basic earnings per share 164,370 164,278 Effect of dilutive securities: Unvested share awards — 44 Weighted average common shares for diluted earnings per share 164,370 164,322 |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of purchase price allocation | Our allocation of the purchase price for this acquisition based on the estimated fair value of the acquired assets is presented in the table below. Acquisition Date Location Purchase Price Land Building and Improvements Furniture, Fixtures and Equipment Intangible Assets / Liabilities, net 3/12/2020 Various (1) $ 7,071 $ 880 $ 5,363 $ — $ 828 (1) On March 12, 2020 , we acquired three net lease properties with approximately 6,696 square feet in two states with leases requiring an aggregate of $387 of annual minimum rent for an aggregate purchase price of $7,071 , including acquisition related costs. |
Schedule of sale of properties | Date of Sale Number of Properties Location Tenant Square Feet Gross Sales Price 1/28/2020 1 Gothenburg, NE Vacant 31,978 $ 585 2/6/2020 1 Rochester, MN Vacant 90,503 2,600 2/13/2020 1 Ainsworth, NE Vacant 32,901 775 2/14/2020 1 Dekalb, IL Vacant 5,052 1,050 3/2/2020 1 Eau Claire, MI HOM Furniture, Inc. (1) 98,824 2,600 3/28/2020 1 Stillwater, OK Vacant 33,018 400 292,276 $ 8,010 (1) The HOM Furniture, Inc. lease was scheduled to expire on April 30, 2020 and required annual minimum rent of $817 . |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the Three Months Ended March 31, 2020 Hotels Net Lease Corporate Consolidated Revenues: Hotel operating revenues $ 383,503 $ — $ — $ 383,503 Rental income 807 99,265 — 100,072 FF&E reserve income 201 — — 201 Total revenues 384,511 99,265 — 483,776 Expenses: Hotel operating expenses 271,148 — — 271,148 Other operating expenses — 3,759 — 3,759 Depreciation and amortization 67,669 60,257 — 127,926 General and administrative — — 14,024 14,024 Loss on asset impairment — 16,740 — 16,740 Total expenses 338,817 80,756 14,024 433,597 Gain (loss) on sale of real estate — (6,911 ) — (6,911 ) Unrealized losses on equity securities — — (5,045 ) (5,045 ) Interest income 147 — 115 262 Interest expense — — (71,075 ) (71,075 ) Income (loss) before income taxes and equity in earnings of an investee 45,841 11,598 (90,029 ) (32,590 ) Income tax expense — — (342 ) (342 ) Equity in losses of an investee — — (718 ) (718 ) Net income (loss) $ 45,841 $ 11,598 $ (91,089 ) $ (33,650 ) As of March 31, 2020 Hotels Net Lease Corporate Consolidated Total assets $ 4,846,566 $ 3,960,512 $ 189,545 $ 8,996,623 For the Three Months Ended March 31, 2019 Hotels Net Lease Corporate Consolidated Revenues: Hotel operating revenues $ 454,863 $ — $ — $ 454,863 Rental income 5,598 63,075 — 68,673 FF&E reserve income 1,372 — — 1,372 Total revenues 461,833 63,075 — 524,908 Expenses: Hotel operating expenses 317,685 — — 317,685 Other operating expenses — 1,440 — 1,440 Depreciation and amortization 66,583 32,782 — 99,365 General and administrative — — 12,235 12,235 Total expenses 384,268 34,222 12,235 430,725 Gain on sale of real estate — 159,535 — 159,535 Dividend income — — 876 876 Unrealized gains and losses on equity securities, net — — 20,977 20,977 Interest income 434 — 203 637 Interest expense — — (49,766 ) (49,766 ) Income (loss) before income taxes and equity in earnings of an investee 77,999 188,388 (39,945 ) 226,442 Income tax expense — — (1,059 ) (1,059 ) Equity in earnings of an investee — — 404 404 Net income (loss) $ 77,999 $ 188,388 $ (40,600 ) $ 225,787 As of December 31, 2019 Hotels Net Lease Corporate Consolidated Total assets $ 4,866,549 $ 4,042,831 $ 124,587 $ 9,033,967 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 and liabilities carried at fair value at March 31, 2020 , categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset or liability. Fair Value at Reporting Date Using Carrying Value at Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description March 31, 2020 (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurement Assets: Investment in TA (1) $ 6,686 $ 6,686 $ — $ — Non-recurring Fair Value Measurement Assets: Assets of properties held for sale (2) $ 56,688 $ — $ 56,688 $ — Assets of properties held and used (3) $ 368 $ — $ — $ 368 (1) Our 684,000 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 March 31, 2020 . During the three months ended March 31, 2020 we recorded unrealized losses of $5,045 and during the three months ended March 31, 2019 , we recorded unrealized gains of $1,197 to adjust the carrying value of our investment in TA shares to its fair value. (2) As of March 31, 2020 , we owned six net lease properties located in five states classified as held for sale with an aggregate net carrying value of $56,688 . These properties are recorded at their estimated fair value less costs to sell based on purchase agreements with third-parties (Level 2 inputs as defined in the fair value hierarchy under GAAP). We recorded a $13,230 loss on asset impairment during the three months ended March 31, 2020 to reduce the carrying value of one of these properties to its estimated fair value less costs to sell. (3) We recorded a $3,510 loss on asset impairment in the three months ended March 31, 2020 to reduce the carrying value of one net lease property to its estimated fair value of $368 based on discounted cash flow analyses (Level 3 inputs). |
Schedule of fair value of additional financial instruments | At March 31, 2020 and December 31, 2019 , 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 floating interest rates, except as follows: March 31, 2020 December 31, 2019 Carrying Fair Carrying Fair Value (1) Value Value (1) Value Senior Unsecured Notes, due 2021 at 4.25% $ 398,739 $ 389,728 $ 398,379 $ 406,838 Senior Unsecured Notes, due 2022 at 5.00% 497,124 369,308 496,821 526,500 Senior Unsecured Notes, due 2023 at 4.50% 499,473 356,455 499,432 520,478 Senior Unsecured Notes, due 2024 at 4.65% 348,396 255,073 348,295 364,277 Senior Unsecured Notes, due 2024 at 4.35% 818,443 619,191 818,075 848,847 Senior Unsecured Notes, due 2025 at 4.50% 346,602 232,694 346,431 361,783 Senior Unsecured Notes, due 2026 at 5.25% 343,366 257,297 343,083 369,185 Senior Unsecured Notes, due 2026 at 4.75% 446,058 314,674 445,905 464,315 Senior Unsecured Notes, due 2027 at 4.95% 394,838 357,354 394,649 414,012 Senior Unsecured Notes, due 2028 at 3.95% 391,046 293,268 390,759 393,940 Senior Unsecured Notes, due 2029 at 4.95% 417,505 331,351 417,307 434,248 Senior Unsecured Notes, due 2030 at 4.375% 388,806 304,156 388,522 394,788 Total financial liabilities $ 5,290,396 $ 4,080,549 $ 5,287,658 $ 5,499,211 (1) Carrying value includes unamortized discounts and premiums and issuance costs. |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Ownership interest in subsidiaries | 100.00% | |
Assets of TRSs | $ 8,996,623 | $ 9,033,967 |
Liabilities of TRSs | 6,614,357 | 6,528,089 |
Consolidated | ||
Variable Interest Entity [Line Items] | ||
Assets of TRSs | 28,628 | 31,920 |
Liabilities of TRSs | $ 152,227 | $ 138,708 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Adjustments necessary to record rent on straight line basis | $ (3,543) | $ 1,132 | |
Straight line rent receivables | 3,859 | $ 4,054 | |
TA | |||
Related Party Transaction [Line Items] | |||
Straight line rent receivable, due from related persons | 43,710 | $ 47,057 | |
Deferred percentage rental income | $ 725 | $ 1,069 |
Weighted Average Common Share_2
Weighted Average Common Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Weighted average common shares for basic earnings per share (in shares) | 164,370 | 164,278 |
Effect of dilutive share awards: Unvested share awards (in shares) | 0 | 44 |
Weighted average common shares for diluted earnings per share (in shares) | 164,370 | 164,322 |
Real Estate Properties - Additi
Real Estate Properties - Additional Information (Details) $ in Thousands | Mar. 12, 2020USD ($)ft²state | Mar. 02, 2020USD ($) | Mar. 31, 2020USD ($)ft²retail_propertyhotelstatepropertyroom | Mar. 31, 2019USD ($) | Feb. 27, 2020USD ($)hotel |
Real Estate Properties [Line Items] | |||||
Number of properties owned | property | 7 | ||||
Square feet | ft² | 821,068 | ||||
Aggregate undepreciated carrying value of real estate | $ 11,501,576 | ||||
Carrying value of properties held for sale | 56,688 | ||||
Improvements to certain properties | 31,343 | $ 11,738 | |||
Net proceeds from sale of real estate | 8,010 | 308,200 | |||
Gain (loss) on sale of real estate | $ (6,911) | $ 159,535 | |||
Number of properties to be sold or rebranded | property | 6 | ||||
Number of states in which property is located | state | 6 | ||||
Aggregate sales price | $ 59,500 | ||||
Disposed of by sale | |||||
Real Estate Properties [Line Items] | |||||
Number of properties owned | property | 6 | ||||
Square feet | ft² | 292,276 | ||||
Net proceeds from sale of real estate | $ 8,010 | ||||
Operating agreement annual rent and return | $ 817 | ||||
Held-for-sale | |||||
Real Estate Properties [Line Items] | |||||
Square feet | ft² | 799,041 | ||||
Operating agreement annual rent and return | $ 5,433 | ||||
Hotels and net lease properties | |||||
Real Estate Properties [Line Items] | |||||
Improvements to certain properties | 38,627 | ||||
Increase (decrease) in annual minimum returns and rents | $ 2,531 | ||||
Net Lease Property | |||||
Real Estate Properties [Line Items] | |||||
Number of properties owned | retail_property | 813 | ||||
Square feet | ft² | 6,696 | 14,500,000 | |||
Carrying value of properties held for sale | $ 56,688 | ||||
Number of properties acquired | retail_property | 3 | ||||
Number of properties to be sold or rebranded | property | 6 | ||||
Operating agreement annual rent and return | $ 387 | $ 379,503 | |||
Purchase price | $ 7,071 | ||||
Number of states in which property is located | state | 2 | 5 | |||
Hotel | |||||
Real Estate Properties [Line Items] | |||||
Number of properties owned | hotel | 329 | ||||
Number of rooms/suites | room | 51,358 | ||||
Hotel | Wyndham | |||||
Real Estate Properties [Line Items] | |||||
Aggregate undepreciated carrying value of real estate | $ 110,465 | ||||
Number of properties to be sold or rebranded | hotel | 20 | ||||
Hotel | Marriott | |||||
Real Estate Properties [Line Items] | |||||
Aggregate undepreciated carrying value of real estate | $ 221,129 | ||||
Number of properties to be sold or rebranded | property | 33 | ||||
Hotel | Sonesta ES Suites | |||||
Real Estate Properties [Line Items] | |||||
Aggregate undepreciated carrying value of real estate | $ 461,263 | ||||
Number of properties to be sold or rebranded | hotel | 39 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Purchase Price Allocation (Details) - Net Lease Property $ in Thousands | Mar. 12, 2020USD ($) |
Real Estate Properties [Line Items] | |
Purchase Price | $ 7,071 |
Various | |
Real Estate Properties [Line Items] | |
Land | 880 |
Building and Improvements | 5,363 |
Furniture, Fixtures and Equipment | 0 |
Intangible Assets / Liabilities, net | $ 828 |
Real Estate Properties - Sale o
Real Estate Properties - Sale of Properties (Details) $ in Thousands | Mar. 28, 2020USD ($)ft²property | Mar. 02, 2020USD ($)ft²property | Feb. 14, 2020USD ($)ft²property | Feb. 13, 2020USD ($)ft²property | Feb. 06, 2020USD ($)ft²property | Jan. 28, 2020USD ($)ft²property | Mar. 31, 2020USD ($)ft² | Mar. 31, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 821,068 | |||||||
Gross Sales Price | $ 8,010 | $ 308,200 | ||||||
Gothenburg, NE | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of Properties | property | 1 | |||||||
Rochester, MN | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of Properties | property | 1 | |||||||
Ainsworth, NE | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of Properties | property | 1 | |||||||
Dekalb, IL | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of Properties | property | 1 | |||||||
Eau Claire, MI | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of Properties | property | 1 | |||||||
Stillwater, OK | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of Properties | property | 1 | |||||||
Disposed of by sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 292,276 | |||||||
Gross Sales Price | $ 8,010 | |||||||
Operating agreement annual rent and return | $ 817 | |||||||
Disposed of by sale | Gothenburg, NE | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 31,978 | |||||||
Gross Sales Price | $ 585 | |||||||
Disposed of by sale | Rochester, MN | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 90,503 | |||||||
Gross Sales Price | $ 2,600 | |||||||
Disposed of by sale | Ainsworth, NE | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 32,901 | |||||||
Gross Sales Price | $ 775 | |||||||
Disposed of by sale | Dekalb, IL | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 5,052 | |||||||
Gross Sales Price | $ 1,050 | |||||||
Disposed of by sale | Eau Claire, MI | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 98,824 | |||||||
Gross Sales Price | $ 2,600 | |||||||
Disposed of by sale | Stillwater, OK | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Square Feet | ft² | 33,018 | |||||||
Gross Sales Price | $ 400 |
Management Agreements and Lea_2
Management Agreements and Leases Management Agreements and Leases (Details) | 3 Months Ended |
Mar. 31, 2020agreementhotelproperty | |
Management Agreements and Leases [Line Items] | |
Number of properties owned | property | 7 |
Hotel | |
Management Agreements and Leases [Line Items] | |
Number of properties owned | 329 |
Number of operating agreements | agreement | 6 |
Number of properties leased to taxable REIT subsidiaries | 328 |
Number of properties leased to third parties | 1 |
Hotel | Minimum | |
Management Agreements and Leases [Line Items] | |
Hotel management agreements and leases, renewal period | 15 years |
Hotel | Maximum | |
Management Agreements and Leases [Line Items] | |
Hotel management agreements and leases, renewal period | 60 years |
Hotel | Radisson Agreement | |
Management Agreements and Leases [Line Items] | |
Number of properties owned | 9 |
Management Agreements and Lea_3
Management Agreements and Leases - IHG Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)hotelproperty | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | property | 7 | |||
Security deposit balance | $ 47,094 | $ 109,403 | ||
Capital improvements from leased facilities, funded | $ 31,343 | $ 11,738 | ||
Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 329 | |||
IHG Agreement | ||||
Management Agreements and Leases [Line Items] | ||||
Percent of gross revenues from hotel operations placed in escrow or FF&E reserve | 5.00% | |||
IHG Agreement | Subsequent event | ||||
Management Agreements and Leases [Line Items] | ||||
Payments for capital advances | $ 37,000 | |||
IHG Agreement | Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Operating agreement annual rent and return | $ 216,551 | |||
Realized returns and rents | 54,085 | 49,584 | ||
Security deposit balance required to be maintained with entity | 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 | |||
Increase (decrease) in available security deposit | 33,654 | |||
Security deposit balance | 42,063 | |||
Capital improvements from leased facilities, funded | 3,900 | $ 0 | ||
Increase (decrease) in annual minimum returns and rents | $ 312 | |||
Maximum | IHG Agreement | Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 103 |
Management Agreements and Lea_4
Management Agreements and Leases - Marriott Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)hotelproperty | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | property | 7 | |||
Security deposit balance | $ 47,094 | $ 109,403 | ||
Capital improvements from leased facilities, funded | $ 31,343 | $ 11,738 | ||
Number of properties to be sold or rebranded | property | 6 | |||
Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 329 | |||
Marriott Contracts | Minimum | ||||
Management Agreements and Leases [Line Items] | ||||
Percent of gross revenues from hotel operations placed in escrow | 5.50% | |||
Marriott Contracts | Maximum | ||||
Management Agreements and Leases [Line Items] | ||||
Percent of gross revenues from hotel operations placed in escrow | 6.50% | |||
Marriott Contracts | Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 122 | |||
Increase (decrease) in available security deposit | $ 28,655 | |||
Operating agreement annual rent and return | 190,603 | |||
Security deposits replenished and increased | $ 64,700 | |||
Percent of cash flows realized from operations | 60.00% | |||
Security deposit balance | $ 4,790 | |||
Guaranty payments threshold as percentage of minimum returns | 85.00% | |||
Guarantee provided to the entity, remaining amount | $ 30,000 | |||
Number of properties to be sold or rebranded | hotel | 33 | |||
Marriott No. 1 agreement | Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Realized returns and rents | $ 47,648 | 45,235 | ||
Capital improvements from leased facilities, funded | 300 | 22,593 | ||
Increase (decrease) in annual minimum returns and rents | $ 30 | $ 2,169 | ||
Subsequent event | Marriott Contracts | ||||
Management Agreements and Leases [Line Items] | ||||
Payments for capital advances | $ 30,000 |
Management Agreements and Lea_5
Management Agreements and Leases - Sonesta (Details) $ in Thousands | Feb. 27, 2020USD ($) | May 31, 2020USD ($) | Mar. 31, 2020USD ($)hotelunit | Mar. 31, 2019USD ($) | Feb. 26, 2020USD ($) |
Management Agreements and Leases [Line Items] | |||||
Aggregate undepreciated carrying value of real estate | $ 11,501,576 | ||||
Capital improvements from leased facilities, funded | 31,343 | $ 11,738 | |||
Equity in earnings (losses) of an investee | (718) | 404 | |||
Sonesta agreements | |||||
Management Agreements and Leases [Line Items] | |||||
Percent of gross revenues from hotel operations placed in escrow | 5.00% | ||||
Equity method investments, carrying value | 46,481 | ||||
Amount of cost basis exceeding book value | 8,000 | ||||
Equity in earnings (losses) of an investee | (718) | ||||
Unamortized balance | (41,793) | ||||
Decrease in hotel operating expense | $ 207 | ||||
Sonesta Int'l Hotels Corp | |||||
Management Agreements and Leases [Line Items] | |||||
Noncontrolling interest, ownership percentage | 34.00% | ||||
Hotel | Sonesta agreements | |||||
Management Agreements and Leases [Line Items] | |||||
Operating agreement annual rent and return | $ 118,941 | ||||
Hotel net income (loss) | $ (8,146) | ||||
Percentage increase in minimum returns | 8.00% | ||||
Realized returns and rents | 14,161 | ||||
Percent payment of hotel cash flows | 80.00% | ||||
Related party transaction, management marketing and reservation system fees | $ 6,779 | 8,523 | |||
Procurement and construction supervision fees | 633 | 405 | |||
Capital improvements from leased facilities, funded | 29,036 | 10,467 | |||
Increase in annual minimum returns | 2,141 | 484 | |||
Hotel | Sonesta ES Suites | |||||
Management Agreements and Leases [Line Items] | |||||
Aggregate undepreciated carrying value of real estate | $ 461,263 | ||||
Hotel | Sonesta ES Suites | Sonesta agreements | |||||
Management Agreements and Leases [Line Items] | |||||
Operating agreement annual rent and return | $ 48,239 | ||||
Hotel | Sonesta Int'l Hotels Corp | |||||
Management Agreements and Leases [Line Items] | |||||
Due to related party, reimbursement of capital expenditures and other | $ 13,323 | $ 9,226 | |||
Hotel | Subsequent event | Sonesta agreements | |||||
Management Agreements and Leases [Line Items] | |||||
Requested working capital advances | $ 7,408 | ||||
Hotel | Full service hotel | Sonesta agreements | |||||
Management Agreements and Leases [Line Items] | |||||
Number of real estate properties leased or managed | 69,013 | 99,013 | |||
Hotel | Full service hotel | Sonesta Int'l Hotels Corp | |||||
Management Agreements and Leases [Line Items] | |||||
Number of real estate properties leased or managed | hotel | 14 | ||||
Hotel | Limited services hotel | Sonesta Int'l Hotels Corp | |||||
Management Agreements and Leases [Line Items] | |||||
Number of real estate properties leased or managed | hotel | 39 | ||||
Vacation units | Wyndham Destinations Agreement | |||||
Management Agreements and Leases [Line Items] | |||||
Number of units leased | unit | 48 |
Management Agreements and Lea_6
Management Agreements and Leases - Hyatt Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
May 31, 2020USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)hotelproperty | Mar. 31, 2019USD ($) | |
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | property | 7 | |||
Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 329 | |||
Hyatt Hotels Corporation | Subsequent event | ||||
Management Agreements and Leases [Line Items] | ||||
Payments for capital advances | $ 1,300 | |||
Requested working capital advances | $ 1,300 | |||
Hyatt Hotels Corporation | Hotel | ||||
Management Agreements and Leases [Line Items] | ||||
Number of properties owned | hotel | 22 | |||
Operating agreement annual rent and return | $ 22,037 | |||
Realized returns and rents | 5,509 | $ 5,509 | ||
Guarantee provided to the entity, maximum | 50,000 | |||
Increase (decrease) in guaranty | (3,628) | |||
Guarantee provided to the entity, remaining amount | $ 16,026 | |||
Percent of available cash flows | 50.00% | |||
Percent of gross revenues from hotel operations placed in FF&E reserve | 5.00% |
Management Agreements and Lea_7
Management Agreements and Leases - Radisson Agreement (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)hotelproperty | Mar. 31, 2019USD ($) | |
Management Agreements and Leases [Line Items] | ||
Number of properties owned | property | 7 | |
Capital improvements from leased facilities, funded | $ 31,343 | $ 11,738 |
Hotel | ||
Management Agreements and Leases [Line Items] | ||
Number of properties owned | hotel | 329 | |
Radisson Agreement | Hotel | ||
Management Agreements and Leases [Line Items] | ||
Number of properties owned | hotel | 9 | |
Operating agreement annual rent and return | $ 20,442 | |
Realized returns and rents | 5,111 | $ 4,831 |
Guarantee provided to the entity, maximum | 47,523 | |
Increase (decrease) in guaranty | (4,569) | |
Guarantee provided to the entity, remaining amount | $ 36,647 | |
Percent payment of hotel cash flows | 50.00% | |
Percent of gross revenues from hotel operations placed in FF&E reserve | 5.00% |
Management Agreements and Lea_8
Management Agreements and Leases - Wyndham Agreements (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)hotelproperty | Mar. 31, 2019USD ($) | |
Management Agreements and Leases [Line Items] | |||
Number of properties owned | property | 7 | ||
Capital improvements from leased facilities, funded | $ 31,343 | $ 11,738 | |
Wyndham Agreement | Subsequent event | |||
Management Agreements and Leases [Line Items] | |||
Payments for capital advances | $ 2,423 | ||
Hotel | |||
Management Agreements and Leases [Line Items] | |||
Number of properties owned | hotel | 329 | ||
Hotel | Wyndham Agreement | |||
Management Agreements and Leases [Line Items] | |||
Number of properties owned | hotel | 20 | ||
Realized returns and rents | 5,907 | ||
Capital improvements from leased facilities, funded | $ 1,212 | $ 1,022 | |
Hotel net income (loss) | $ (1,081) |
Management Agreements and Lea_9
Management Agreements and Leases - Net Lease Portfolio and TA Leases (Details) $ in Thousands | Mar. 12, 2020USD ($)ft² | Jan. 31, 2019USD ($) | Mar. 31, 2020USD ($)ft²tenanttravel_centeragreementretail_propertypropertybrandindustry | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | property | 7 | ||||
Square feet | ft² | 821,068 | ||||
Revenues | $ 483,776 | $ 524,908 | |||
Adjustments necessary to record rent on straight line basis | $ (3,543) | 1,132 | |||
Number of properties to be sold or rebranded | property | 6 | ||||
Rental income | |||||
Management Agreements and Leases [Line Items] | |||||
Revenues | $ 100,072 | 68,673 | |||
Net Lease Property | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | retail_property | 813 | ||||
Square feet | ft² | 6,696 | 14,500,000 | |||
Operating agreement annual rent and return | $ 387 | $ 379,503 | |||
Weighted average remaining lease term | 11 years 1 month 6 days | ||||
Percentage of portfolio leased by tenants | 98.00% | ||||
Number of tenants | tenant | 187 | ||||
Number of brands | brand | 128 | ||||
Number of industries | industry | 22 | ||||
Number of properties to be sold or rebranded | property | 6 | ||||
Travel centers | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | travel_center | 179 | ||||
Travel Centers of America LLC | Travel centers | |||||
Management Agreements and Leases [Line Items] | |||||
Number of properties owned | travel_center | 179 | ||||
Operating agreement annual rent and return | $ 246,110 | ||||
Quarterly payments to deferred rent receivable | $ 4,404 | ||||
Remaining balance of previously deferred rents | 52,843 | ||||
Adjustments necessary to record rent on straight line basis | 3,344 | (1,214) | |||
Accruals for unpaid rent, including deferred rent | $ 65,109 | $ 79,710 | |||
Increase in annual rent fixed interest rate | 8.50% | ||||
Deferred rent receivable from TA agreement, during the period | $ 725 | 1,069 | |||
Travel Centers of America LLC | Travel centers | Rental income | |||||
Management Agreements and Leases [Line Items] | |||||
Revenues | $ 61,528 | $ 63,075 | |||
Travel Centers of America LLC | Travel centers | Customer concentration risk | Annual minimum rents | |||||
Management Agreements and Leases [Line Items] | |||||
Percentage of total annual minimum rents | 25.50% | ||||
Travel Centers of America LLC | Travel centers | TA agreements | |||||
Management Agreements and Leases [Line Items] | |||||
Number of operating agreements | agreement | 5 |
Management Agreements and Le_10
Management Agreements and Leases - Other Net Lease Agreements and Additional Lease Information (Details) $ in Thousands | May 07, 2020USD ($) | Mar. 31, 2020USD ($)tenantproperty | Mar. 31, 2019USD ($) |
Management Agreements and Leases [Line Items] | |||
Number of properties owned | property | 7 | ||
Total revenues | $ 483,776 | $ 524,908 | |
Adjustments necessary to record rent on straight line basis | $ (3,543) | 1,132 | |
Number of rent deferral agreements | tenant | 84 | ||
Amount of deferred annual minimum rents | $ 61,963 | ||
Subsequent event | |||
Management Agreements and Leases [Line Items] | |||
Amount of deferred annual minimum rents | $ 8,584 | ||
SMTA Transaction | |||
Management Agreements and Leases [Line Items] | |||
Adjustments necessary to record rent on straight line basis | 1,701 | ||
Rental income | |||
Management Agreements and Leases [Line Items] | |||
Total revenues | 100,072 | $ 68,673 | |
Rental income | SMTA Transaction | |||
Management Agreements and Leases [Line Items] | |||
Total revenues | $ 36,653 | ||
Other Net Lease Contracts | |||
Management Agreements and Leases [Line Items] | |||
Number of properties owned | property | 634 |
Management Agreements and Le_11
Management Agreements and Leases - Guarantees and Security Deposits Generally (Details) - Hotel - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | $ 118,064 | $ 42,839 |
Reduction of hotel operating expenses | 75,927 | 22,465 |
Shortfalls due to unguaranteed portions of minimum returns | $ 47,755 | $ 20,676 |
Indebtedness (Details)
Indebtedness (Details) $ / shares in Units, $ in Thousands | Mar. 27, 2020$ / shares | Feb. 20, 2020$ / shares | Mar. 31, 2020USD ($)extension | Mar. 31, 2019 | May 07, 2020USD ($) | Dec. 31, 2019USD ($) |
Indebtedness | ||||||
Unsecured revolving credit facility, outstanding borrowings | $ 457,000 | $ 377,000 | ||||
Unsecured term loan outstanding | 398,038 | 397,889 | ||||
Senior unsecured notes, net | $ 5,290,396 | $ 5,287,658 | ||||
Quarterly distribution declared (in dollars per share) | $ / shares | $ 0.01 | $ 0.54 | ||||
Collateral value percentage | 50.00% | |||||
Subsequent event | ||||||
Indebtedness | ||||||
Minimum restricted liquidity | $ 125,000 | |||||
Revolving credit facility | ||||||
Indebtedness | ||||||
Unsecured revolving credit facility, outstanding borrowings | $ 457,000 | |||||
Unsecured revolving credit facility, maximum borrowing capacity | $ 750,000 | |||||
Debt extension option, number | extension | 2 | |||||
Debt extension option, term | 6 months | |||||
Credit facility fee percentage | 0.25% | |||||
Annual interest rate | 1.85% | |||||
Weighted average interest rate | 2.60% | 3.41% | ||||
Remaining borrowing capacity | $ 543,000 | |||||
Interest rate increase | 0.50% | |||||
Revolving credit facility | LIBOR | ||||||
Indebtedness | ||||||
Basis points | 1.20% | |||||
Revolving credit facility | Subsequent event | ||||||
Indebtedness | ||||||
Unsecured revolving credit facility, outstanding borrowings | 500,000 | |||||
Unsecured revolving credit facility, maximum borrowing capacity | 1,000,000 | |||||
Remaining borrowing capacity | 500,000 | |||||
Unsecured term loan | ||||||
Indebtedness | ||||||
Annual interest rate | 2.93% | |||||
Weighted average interest rate | 3.03% | 3.60% | ||||
Interest rate increase | 0.50% | |||||
Unsecured term loan | LIBOR | ||||||
Indebtedness | ||||||
Basis points | 1.35% | |||||
Unsecured term loan | Subsequent event | ||||||
Indebtedness | ||||||
Unsecured term loan outstanding | $ 400,000 | |||||
Senior unsecured notes | ||||||
Indebtedness | ||||||
Senior unsecured notes, net | $ 5,350,000 | |||||
Revolving credit facility and term loan | ||||||
Indebtedness | ||||||
Maximum borrowing capacity that may be increased | 2,300,000 | |||||
Unsecured notes | ||||||
Indebtedness | ||||||
Unsecured term loan outstanding | $ 500,000 | |||||
Initial term | 5 years |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 27, 2020USD ($)$ / shares | Feb. 27, 2020trustee$ / sharesshares | Feb. 20, 2020USD ($)$ / shares | Mar. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Quarterly distribution declared (in dollars per share) | $ / shares | $ 0.01 | $ 0.54 | ||
Common stock dividend | $ | $ 1,646 | $ 88,863 | ||
Number of new trustees | trustee | 2 | |||
Shares repurchased (in shares) | shares | 2,637 | |||
Shares repurchased (in dollars per share) | $ / shares | $ 16.36 | |||
Common Shares | ||||
Class of Stock [Line Items] | ||||
Shares repurchased (in shares) | shares | 2,637 | |||
Trustees | Common Shares | ||||
Class of Stock [Line Items] | ||||
Shares granted (in shares) | shares | 3,000 | |||
Shares granted valued (in dollars per share) | $ / shares | $ 18.64 |
Business and Property Managem_2
Business and Property Management Agreements with RMR LLC (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)employeeagreement | Mar. 31, 2019USD ($) | |
Real Estate Properties [Line Items] | ||
Number of employees | employee | 0 | |
Amended and restate business management agreement | RMR LLC | ||
Real Estate Properties [Line Items] | ||
Number of management service agreements | agreement | 2 | |
Business management fees incurred | $ 10,560 | $ 9,727 |
Incentive fee calculation period | 3 years | |
Related party property management and construction management fee | $ 1,020 | 11 |
Related party reimbursement expenses | $ 127 | $ 200 |
Related Person Transactions (De
Related Person Transactions (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)travel_centeragreementhotelpropertyshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Number of properties owned | property | 7 | ||
Equity in earnings (losses) of an investee | $ (718) | $ 404 | |
Travel centers | |||
Related Party Transaction [Line Items] | |||
Number of properties owned | travel_center | 179 | ||
Sonesta Int'l Hotels Corp | |||
Related Party Transaction [Line Items] | |||
Noncontrolling interest, ownership percentage | 34.00% | ||
Travel Centers of America LLC | RMR LLC | |||
Related Party Transaction [Line Items] | |||
Shares included in investment securities (in shares) | shares | 298,538 | ||
Noncontrolling interest, ownership percentage | 3.60% | ||
Travel Centers of America LLC | |||
Related Party Transaction [Line Items] | |||
Lessee as percentage of gross carrying value of real estate | 26.60% | ||
Shares included in investment securities (in shares) | shares | 684,000 | ||
Percentage of total shares outstanding | 8.20% | ||
Travel Centers of America LLC | Travel centers | |||
Related Party Transaction [Line Items] | |||
Number of properties owned | travel_center | 179 | ||
Sonesta Int'l Hotels Corp | |||
Related Party Transaction [Line Items] | |||
Number of properties owned | hotel | 53 | ||
RMR LLC | Amended and restate business management agreement | |||
Related Party Transaction [Line Items] | |||
Number of management service agreements | agreement | 2 | ||
Affiliates Insurance Company | |||
Related Party Transaction [Line Items] | |||
Equity method investments, carrying value | $ 298 | $ 298 | |
Equity in earnings (losses) of an investee | $ 404 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Components of provision for income taxes | ||
Income tax expense | $ 342 | $ 1,059 |
Current foreign tax expense | 51 | 315 |
Current state tax expense | $ 291 | $ 744 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Information | |||
Number of reportable segments | segment | 2 | ||
Revenues: | |||
Total revenues | $ 483,776 | $ 524,908 | |
Expenses: | |||
Hotel operating expenses | 271,148 | 317,685 | |
Other operating expenses | 3,759 | 1,440 | |
Depreciation and amortization | 127,926 | 99,365 | |
General and administrative | 14,024 | 12,235 | |
Loss on asset impairment | 16,740 | 0 | |
Total expenses | 433,597 | 430,725 | |
Gain on sale of real estate | (6,911) | 159,535 | |
Dividend income | 876 | ||
Unrealized gains (losses) on equity securities, net | (5,045) | 20,977 | |
Interest income | 262 | 637 | |
Interest expense | (71,075) | (49,766) | |
Income (loss) before income taxes and equity in earnings of an investee | (32,590) | 226,442 | |
Income tax expense | (342) | (1,059) | |
Equity in earnings (losses) of an investee | (718) | 404 | |
Net income (loss) | (33,650) | 225,787 | |
Total assets | 8,996,623 | $ 9,033,967 | |
Corporate | |||
Revenues: | |||
Total revenues | 0 | 0 | |
Expenses: | |||
Hotel operating expenses | 0 | ||
Other operating expenses | 0 | ||
Depreciation and amortization | 0 | 0 | |
General and administrative | 14,024 | 12,235 | |
Loss on asset impairment | 0 | ||
Total expenses | 14,024 | 12,235 | |
Gain on sale of real estate | 0 | 0 | |
Dividend income | 876 | ||
Unrealized gains (losses) on equity securities, net | (5,045) | 20,977 | |
Interest income | 115 | 203 | |
Interest expense | (71,075) | (49,766) | |
Income (loss) before income taxes and equity in earnings of an investee | (90,029) | (39,945) | |
Income tax expense | (342) | (1,059) | |
Equity in earnings (losses) of an investee | (718) | 404 | |
Net income (loss) | (91,089) | (40,600) | |
Total assets | 189,545 | 124,587 | |
Hotels | Operating segments | |||
Revenues: | |||
Total revenues | 384,511 | 461,833 | |
Expenses: | |||
Hotel operating expenses | 271,148 | 317,685 | |
Other operating expenses | 0 | 0 | |
Depreciation and amortization | 67,669 | 66,583 | |
General and administrative | 0 | ||
Total expenses | 338,817 | 384,268 | |
Gain on sale of real estate | 0 | 0 | |
Dividend income | 0 | ||
Unrealized gains (losses) on equity securities, net | 0 | 0 | |
Interest income | 147 | 434 | |
Interest expense | 0 | ||
Income (loss) before income taxes and equity in earnings of an investee | 45,841 | 77,999 | |
Income tax expense | 0 | 0 | |
Equity in earnings (losses) of an investee | 0 | 0 | |
Net income (loss) | 45,841 | 77,999 | |
Total assets | 4,846,566 | 4,866,549 | |
Net Lease | Operating segments | |||
Revenues: | |||
Total revenues | 99,265 | 63,075 | |
Expenses: | |||
Hotel operating expenses | 0 | ||
Other operating expenses | 3,759 | 1,440 | |
Depreciation and amortization | 60,257 | 32,782 | |
General and administrative | 0 | 0 | |
Loss on asset impairment | 16,740 | ||
Total expenses | 80,756 | 34,222 | |
Gain on sale of real estate | (6,911) | 159,535 | |
Dividend income | 0 | ||
Unrealized gains (losses) on equity securities, net | 0 | 0 | |
Interest income | 0 | 0 | |
Interest expense | 0 | 0 | |
Income (loss) before income taxes and equity in earnings of an investee | 11,598 | 188,388 | |
Income tax expense | 0 | 0 | |
Equity in earnings (losses) of an investee | 0 | 0 | |
Net income (loss) | 11,598 | 188,388 | |
Total assets | 3,960,512 | $ 4,042,831 | |
Hotel operating revenues | |||
Revenues: | |||
Total revenues | 383,503 | 454,863 | |
Hotel operating revenues | Corporate | |||
Revenues: | |||
Total revenues | 0 | 0 | |
Hotel operating revenues | Hotels | Operating segments | |||
Revenues: | |||
Total revenues | 383,503 | 454,863 | |
Hotel operating revenues | Net Lease | Operating segments | |||
Revenues: | |||
Total revenues | 0 | 0 | |
Rental income | |||
Revenues: | |||
Total revenues | 100,072 | 68,673 | |
Rental income | Corporate | |||
Revenues: | |||
Total revenues | 0 | 0 | |
Rental income | Hotels | Operating segments | |||
Revenues: | |||
Total revenues | 807 | 5,598 | |
Rental income | Net Lease | Operating segments | |||
Revenues: | |||
Total revenues | 99,265 | 63,075 | |
FF&E reserve income | |||
Revenues: | |||
Total revenues | 201 | 1,372 | |
FF&E reserve income | Corporate | |||
Revenues: | |||
Total revenues | 0 | 0 | |
FF&E reserve income | Hotels | Operating segments | |||
Revenues: | |||
Total revenues | 201 | 1,372 | |
FF&E reserve income | Net Lease | Operating segments | |||
Revenues: | |||
Total revenues | $ 0 | $ 0 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Recurring and Non-Recurring (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)statepropertyshares | Mar. 31, 2019USD ($) | Mar. 12, 2020state | |
Fair Value of Assets and Liabilities | |||
Number of properties to be sold or rebranded | property | 6 | ||
Number of states in which property is located | state | 6 | ||
Carrying value of properties held for sale | $ 56,688 | ||
Aggregate undepreciated carrying value of real estate | 11,501,576 | ||
Loss on asset impairment | 16,740 | $ 0 | |
Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Unrealized gain (loss) on equity securities | $ 5,045 | $ 1,197 | |
Net Lease Property | |||
Fair Value of Assets and Liabilities | |||
Number of properties to be sold or rebranded | property | 6 | ||
Number of states in which property is located | state | 5 | 2 | |
Carrying value of properties held for sale | $ 56,688 | ||
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) | shares | 684,000 | ||
Historical cost of securities | $ 17,407 | ||
Recurring | Carrying amount | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 6,686 | ||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 6,686 | ||
Recurring | Significant Other Observable Inputs (Level 2) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | ||
Recurring | Significant Unobservable Inputs (Level 3) | Travel Centers of America LLC | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | ||
Non-recurring | Carrying amount | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 56,688 | ||
Non-recurring | Net Lease Property | |||
Fair Value of Assets and Liabilities | |||
Loss on asset impairment | 13,230 | ||
Non-recurring | Held-to-maturity Securities | |||
Fair Value of Assets and Liabilities | |||
Loss on asset impairment | 3,510 | ||
Non-recurring | Held-to-maturity Securities | Carrying amount | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 368 | ||
Non-recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | ||
Non-recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Held-to-maturity Securities | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | ||
Non-recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 56,688 | ||
Non-recurring | Significant Other Observable Inputs (Level 2) | Held-to-maturity Securities | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | ||
Non-recurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value of Assets and Liabilities | |||
Investment securities | 0 | ||
Non-recurring | Significant Unobservable Inputs (Level 3) | Held-to-maturity Securities | |||
Fair Value of Assets and Liabilities | |||
Investment securities | $ 368 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Debt Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
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 2024 at 4.35% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.35% | 4.35% |
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 2026 at 4.75% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.75% | 4.75% |
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 2029 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.95% | 4.95% |
Senior Unsecured Notes, due 2030 at 4.375% | ||
Fair Value of Assets and Liabilities | ||
Interest rate, stated percentage | 4.375% | 4.375% |
Carrying value | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | $ 5,290,396 | $ 5,287,658 |
Carrying value | Senior Unsecured Notes, due 2021 at 4.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 398,739 | 398,379 |
Carrying value | Senior Unsecured Notes, due 2022 at 5.00% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 497,124 | 496,821 |
Carrying value | Senior Unsecured Notes, due 2023 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 499,473 | 499,432 |
Carrying value | Senior Unsecured Notes, due 2024 at 4.65% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 348,396 | 348,295 |
Carrying value | Senior Unsecured Notes, due 2024 at 4.35% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 818,443 | 818,075 |
Carrying value | Senior Unsecured Notes, due 2025 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 346,602 | 346,431 |
Carrying value | Senior Unsecured Notes, due 2026 at 5.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 343,366 | 343,083 |
Carrying value | Senior Unsecured Notes, due 2026 at 4.75% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 446,058 | 445,905 |
Carrying value | Senior Unsecured Notes, due 2027 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 394,838 | 394,649 |
Carrying value | Senior Unsecured Notes, due 2028 at 3.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 391,046 | 390,759 |
Carrying value | Senior Unsecured Notes, due 2029 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 417,505 | 417,307 |
Carrying value | Senior Unsecured Notes, due 2030 at 4.375% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 388,806 | 388,522 |
Fair value | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 4,080,549 | 5,499,211 |
Fair value | Senior Unsecured Notes, due 2021 at 4.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 389,728 | 406,838 |
Fair value | Senior Unsecured Notes, due 2022 at 5.00% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 369,308 | 526,500 |
Fair value | Senior Unsecured Notes, due 2023 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 356,455 | 520,478 |
Fair value | Senior Unsecured Notes, due 2024 at 4.65% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 255,073 | 364,277 |
Fair value | Senior Unsecured Notes, due 2024 at 4.35% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 619,191 | 848,847 |
Fair value | Senior Unsecured Notes, due 2025 at 4.50% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 232,694 | 361,783 |
Fair value | Senior Unsecured Notes, due 2026 at 5.25% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 257,297 | 369,185 |
Fair value | Senior Unsecured Notes, due 2026 at 4.75% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 314,674 | 464,315 |
Fair value | Senior Unsecured Notes, due 2027 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 357,354 | 414,012 |
Fair value | Senior Unsecured Notes, due 2028 at 3.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 293,268 | 393,940 |
Fair value | Senior Unsecured Notes, due 2029 at 4.95% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | 331,351 | 434,248 |
Fair value | Senior Unsecured Notes, due 2030 at 4.375% | ||
Fair Value of Assets and Liabilities | ||
Total financial liabilities | $ 304,156 | $ 394,788 |