Hotel Management Agreements and Leases | Note 11. Hotel Management Agreements and Leases As of March 31, 2016, 302 of our hotels are leased to our TRSs and managed by independent hotel operating companies and three of our hotels are leased to third parties. Marriott No. 1 agreement . Our management agreement with Marriott International, Inc., or Marriott, for 53 hotels provides that as of March 31, 2016 we are paid an annual minimum return of $68, 400 to the extent that gross revenues of the hotels, after payment of hotel operating expenses and funding of the FF&E reserve, are sufficient to do so. We do not have any security deposits or guarantees for our minimum returns from the 53 hotels included in our Marriott No. 1 agreement. Accordingly, the minimum returns we receive from these hotels managed by Marriott are limited to available hotel cash flows after payment of operating expenses and funding of the FF&E reserve. Marriott’s base and incentive management fees are only earned after we receive our minimum returns. We realized minimum returns of $17, 093 and $17, 006 during the three months ended March 31, 2016 and 2015, respectively, under this agreement. We also realized additional retur ns of $839 during the three months ended March 31, 2016, which represents our share of hotel cash flows in excess of the minimum returns due to us for the period. We did not realize any additional returns during the three months ended March 31, 2015. We funded $ 441 for capital improvements at certain of the hotels included in our Marriott No. 1 agreement during the three months ended March 31, 2016. We currently expect t o fund $2,559 for capital improvements during the remainder of 2016 under this agreement. As we fund these improvements, the annual minimum returns payable to us increase by 10% of the amounts funded. Marriott No. 234 agreement. Our management agreement with Marriott for 68 hotels provides that as of March 31, 2016 we are paid an annual minimum return of $ 106,243 . We realized minimum returns of $26,560 and $ 25,006 during the three months ended March 31, 2016 and 2015, respectively, under this agreement. Pursuant to our Marriott No. 234 agreement, Marriott has provided us with a security deposit to cover minimum return payment shortfalls, if any. Under this agreement, this security deposit may be replenished and increas ed up to $64,700 from the hotel cash flows in excess of the minimum returns due to us and certain management fees. Marriott’s base and incentive management fees are only earned after we receive our minimum returns. During the three months ended March 31, 2016, our available security deposit was replenished by $772 from the hotel cash flows in excess of the minimum returns due to us for the period. The available balance of this deposit was $7,024 as of March 31, 2016. Pursuant to our Marriott No. 234 agreement, Marriott has also provided us with a limited guarantee which expires in 2019 for shortfalls up to 90% of our minimum returns, if and after the available security deposit has been depleted. The available balance of the guarantee was $30,672 as of March 31, 2016. We c urrently expe ct to fund $8,000 for capital improvements to certain hotels under our Marriott No. 234 agreement during the remainder of 2016. We did not make any funding for capital improvements to these hotels during the three months ended March 31, 2016. As we fund these improvements, the annual minimum returns payable to us increas e by 9% of the amounts funded. Marriott No. 5 agreement . We lease one hotel in Kauai, HI to Marriott. This lease is guaranteed by Marriott and we realized $2,529 of rent for this hotel during each of the three months ended March 31, 2016 and 2015. The guarantee provided by Marriott with respect to this leased hotel is unlimited. InterContinental agreement. Our management agreement with InterContinental for 9 4 hotels provides that as of March 31, 2016, we are paid annual minimum returns and rents of $160,338 . We realized minimum returns and rents of $38,203 and $3 5,314 during the three months ended March 31, 2016 and 2015, respectively, under this agreement. We also realized additional returns of $329 under this agreement during the three months ended March 31, 2016 from the hotel cash flows in excess of our minimum returns and rents due for the period. We did not realize any additional returns during the three months ended March 31, 2015. Pursuant to our InterContinental agreement, InterContinental has provided us with a security deposit to cover minimum payment shortfalls, if any. Under this agreement, InterContinental is required to maintain a minimum security deposit of $37,000 and t his s ecurity deposit may be replenished and increase d up to $100,000 from future cash flows from the hotels, in excess of our minimum returns and certain management fees. On March 16, 2016, we a mende d our management agreement with InterContinental in connection with our acquisition of the Kimpton Hotel Monaco located in Portland, OR. See Note 7 for further information regarding this acquisition. As a result of the amendment, the annual minimum returns due to us increased by an aggregate of 8% of our investment in the hot el ($9,120) and InterContinental provided us $9,000 to supplement the existing security deposit. During the three months ended March 31, 2016, the available security deposit was r eplenish ed by $480 from the hotels’ cash flows in excess of the minimum payments due to us for the period. The available balance of this security deposit was $56,696 as of March 31, 2016. We did not make any fundings for capital improvements to our InterContinental hotels during the three months ended March 31, 2016. We currently expect to fund $ 17,800 for capital improvements to certain hotels under our InterContinental agreement during the remainder of 2016. As we fund these improvements, the annual minimum returns and rents payable to us increase by 8% of the amounts funded. Sonesta agreement. Our Sonesta agreement provides that we are paid an annual minimum return ( $84,004 as of March 31, 2016) equal to 8% of our invested capital, as defined in the agreement, to the extent that gross revenues of the hotels, after payment of hotel operating expenses, including certain management fees to Sonesta, are sufficient to do so. We do not have any security deposits or guarantees for our hotels managed by Sonesta. Accordingly, the returns we currently receive from hotels managed by Sonesta are limited to available hotel cash flows after payment of operating expenses. Sonesta’s incentive management fees, but not its other fees, are only earned after we receive our minimum returns. We realized returns of $8,766 and $8,061 during the three months ended March 31, 2016 and 2015, respectively, under this agreement. Our Sonesta agreement does not require FF&E escrow deposits. Under our Sonesta agreement, we are required to fund capital expenditures made at our hotels. We funded $11,393 for renovations and other capital improvements to hotels included in our Sonesta agreement during the three months ended March 31, 2016 . We currently expect to fund $36,607 for renovations and other capital improvements during the remainder of 2016 under this agreement. The annual minimum returns due to us under the Sonesta agreement increase by 8% of the amounts funded in excess of threshold amounts, as defined therein. See Note 10 for further information regarding our relationship with Sonesta. Wyndham agreements . Our management agreement with Wyndham Hotel Group, or Wyndham, for 22 hotels provides that as of March 31, 2016, we are paid annual minimum returns of $26,659 . Pursuant to our Wyndham agreement, Wyndham has provided us with a guarantee, which is limited to $35,656 , subject to an annual payment limit of $17,828 and expires on July 28, 2020. As of December 31, 2015, $4,008 remained available to cover payment shortfalls of our minimum returns due under the management agreement. During the three months ended March 31, 2016, the hotels under this agreement generated cash flows that were less than the minimum returns due to us and the remaining guaranty was depleted. This guaranty may be replenished from future cash flows from these hotels in excess of our minimum returns. We currently expect that for the year ended December 31, 2016, the hotels under this agreement will generate cash flows in excess of the minimum returns due to us under the management agreement. We also lease 48 vacation units in one of our hotels to Wyndham Vacation Resorts, Inc., a subsidiary of Wyndham, or Wyndham Vacation, which requires we are paid annual minimum rents of $1,366 . The guarantee provided by Wyndham with respect to the lease with Wyndham Vacation for part of one hotel is unlimited. We realized returns and rents of $6,995 and $6,863 during the three months ended March 31, 2016 and 2015, respectively, under our Wyndham agreements. As of May 9, 2016, Wyndham has paid all of the minimum returns and rents due to us. Under our Wyndham agreement, the FF&E reserve funding required for all hotels included in the agreement is subject to available cash flow after payment of our minimum return. The reserve amount is 4% of total hotel sales in 2016 and increases to 5% of total hotel sales in 2017 through the end of the agreement term in 2038. No FF&E escrow deposits were required during the three months ended March 31, 2016. We funded $618 for capital improvements to certain hotels included in our Wyndham agreement during the three months ended March 31, 2016. We currently expect to fund $3, 982 for capital improvements to certain hotels during the remainder of 2016 under this agreement. As we fund these improvements, the annual minimum returns payable to us increase by 8% of the amounts funded. TA agreements. O ur 194 owned travel centers are leased to and operated by a subsidiary of TA under five agreements. Our TA Nos. 1 and 4 leases for 39 trav el centers expire in 2029 and 2030, respectively, and each have two 15 year renewal options. Our TA Nos. 2 and 3 leases for 38 travel centers expire in 2028 and 2026, respectively, and each have two 15 year renewal options. Our TA No. 5 lease for 40 travel centers expires in 2024 and ha s two 15 year renewal options. TA has guaranteed its subsidiary tenants’ obligations under these leases. Our travel center leases with TA do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non ‑structural components. Under all of our TA leases, TA may request that we fund additional amounts for capital improvements to the leased facilities in return for minimum rent increases. We funded $20,575 for capital improvements to our travel center properties during the three months ended March 31, 2016. We currently expect to fun d approxima tely $129,425 for renovations and other capital improvements during the remainder of 2016. As we fund these improvements, the annual minimum returns payable to us increase by 8.5% of the amounts funded. See Note 10 for information about our TA leases. TA is not obligated to request and we are not obligated to fund any such improvements. Other management agreement and lease matters. As of May 9, 2016, all payments due to us from our managers and tenants under our other operating agreements were current. Minimum return and minimum rent payments due to us under some of these other hotel management agreements and leases are supported by guarantees. The guarantee provided by Hyatt Hotels Corporation, or Hyatt, with respect to the 22 hotels managed by Hyatt is limited to $50, 000 ( $15,501 remaining at March 31, 2016). The guarantee provided by Carlson Hotels Worldwide, or Carlson, with respect to the 11 hotels managed by Carlson is limited to $40,000 ( $ 25,180 remaining at March 31, 2016). Guarantees and security deposits generally . When we reduce the amounts of the security deposits we hold for payment deficiencies at our managed and leased hotels, we record income equal to the amounts by which this deposit is reduced up to the minimum return or minimum rent due to us. However, reducing the security deposits does not result in additional cash flow to us of the deficiency amounts, but reducing amounts of security deposits may reduce the refunds due to the respective lessees or managers who have provided us with these deposits upon expiration of the respective lease or management agreement. The security deposits are non-interest bearing and are not held in escrow. Under these agreements, any amount of the security deposits which are applied to payment deficits may be replenished from future cash flows from the applicable hotel operations pursuant to the terms of the respective agreements. Certain of our managed hotel portfolios had net operating results that were, in the aggregate $16,429 and $15, 492 less than the minimum returns due to us for the three months ended March 31, 2016 and 2015, respectively. When the managers of these hotels fund these shortfalls under the terms of our operating agreements or their guarantees, we reflect such fundings (including security deposit applications) in our condensed consolidated statements of comprehensive income as a reduction of hotel operating expenses. The reduction to hotel operating expenses was $4,377 and $4,006 in the three months ended March 31, 2016 and 2015, respectively, as a result of such fundings. We had shortfalls at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our operating agreements of $12,052 and $ 11,486 in the three months ended March 31, 2016 and 2015, respectively, which represent the unguaranteed portions of our minimum returns from Sonesta. Certain of our managed hotel portfolios had net operating results that were in the aggregate $8, 363 and $6,568 more than the minimum returns due to us in the three months ended March 31, 2016 and 2015, respectively. Certain of our guarantees and our security deposits may be replenished by future cash flows from the applicable hotel operations in excess of the minimum returns due to us pursuant to the terms of the respective agreements. When our guarantees and our security deposits are replenished by cash flows from hotel operations, we reflect such replenishments in our condensed consolidated statements of comprehensive income as an increase to hotel operating expenses. Hotel operating expenses were increased by $2, 522 and $3,351 in the three months ended March 31, 2016 and 2015, respectively, as a result of such replenishments. |