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Related Person Transactions | 9 Months Ended
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Sep. 30, 2015
Related Person Transactions |
Related Person Transactions | Note 10. Related Person Transactions We have relationships and historical and continuing transactions with TA, RMR LLC, RMR Inc., Sonesta and others related to them, including other companies to which RMR LLC provides management services and which have trustees, directors and officers who are also trustees, directors or officers of us, RMR Inc. or RMR LLC. For further information about these and other such relationships and certain other related person transactions, please refer to our 2014 Annual Report and our Current Reports on Form 8-K filed with the Securities and Exchange Commission, or SEC, on June 5, 8, 12, 22 and 25, July 28 and September 23, 2015. TA: TA was formerly our 100% owned subsidiary until it was spun out to our shareholders in 2007. As of September 30, 2015, we owned 3,420,000 of TA’s common shares, representing approximately 8.9% of TA’s outstanding common shares, and we are TA’s largest shareholder. TA is our largest tenant and property operator. On June 1, 2015, we entered a transaction agreement, or the TA Transaction Agreement, with TA, pursuant to which, among other things, (i) we and TA agreed to expand and subdivide the lease pursuant to which we then leased to TA 144 properties that TA primarily operates under the “TravelCenters of America,” “TA” and related brand names, which we historically referred to as our TA No. 1 agreement and which we refer to in this Note as the Prior TA Agreement, into four amended and restated leases, or the New TA Agreements, (ii) we agreed to purchase from TA 14 travel centers and certain assets it owned at 11 properties we lease to TA for an aggregate of $279,383 and we agreed to leaseback those properties and assets to TA under the New TA Agreements, (iii) TA agreed to purchase from us five travel centers that we then leased to TA under the Prior TA Agreement for an ag greg ate of $45,042 and (iv) we agreed to purchase from TA five travel centers upon the completion of their development at a purchase price equal to their development costs, including the cost of the land, which costs are estimated to be not more than $118,000 in the aggregate and we agreed to leaseback these development properties to TA under the New TA Agreements. The terms of the TA Transaction Agreement were approved by special committees of our Independent Trustees and TA’s independent directors, none of whom are directors or trustees of the other company. Each special committee was represented by separate counsel. As of September 30, 2015, the following transactions pursuant to the TA Transaction Agreement were completed:
| · |  | We entered into the four New TA Agreements with a subsidiary of TA, or our TA No. 1 agreement, TA No. 2 agreement, TA No. 3 agreement and TA No. 4 agreement with expirations in 2029, 2028, 2026 and 2030, respectively. Each new TA Agreement grants TA two renewal options of 15 years each. Percentage rent, which totaled $2,902 in 2014 under the Prior TA Agreement, was incorporated into the annual minimum rent under the New TA Agreements and was otherwise eliminated for the remainder of 2015; thereafter, percentage rent will be equal to 3% of the excess of gross non-fuel revenues over gross non-fuel revenues in 2015. In the case of the five properties to be developed by TA and sold to us, the base year for percentage rent will be the calendar year in which the third anniversary of the completion of development of the property occurs and percentage rent will not apply to those properties until the next succeeding year. The deferred rent obligation of $107,085, which was due December 31, 2022, was allocated among the New TA Agreements and the due dates were extended to the end of the initial term of each respective New TA Agreement.
| · |  | We purchased from TA, for $279,383, 14 travel centers it owned and certain assets it owned at 11 properties TA leased from us. We leased back these properties to TA under the New TA Agreements. The annual minimum rent payable to us increased by $24,027 as a result of the completion of this purchase and sale leaseback.
| · |  | TA purchased from us, for $45,042, five travel centers that we previously leased to TA under the Prior TA Agreement. These properties were subleased by TA to its franchisees. TA’s annual minimum rent decreased by $3,874 as a result of our completion of the sale of these properties. We recognized a gain of $11,015 on these sales.
| · |  | We and TA entered into an amendment to the lease that we have historically referred to as our TA No. 2 agreement, and which we now refer to as our TA No. 5 agreement. Among other things, this amendment eliminated percentage rent payable on fuel, which, in 2014 was nominal but was not paid by TA because we had previously waived payment of the first $2,500 of percentage rent due under the TA No. 5 agreement.
As of September 30, 2015, we leased to TA a total of 153 travel centers under the New TA Agreements and 40 travel centers under the TA No. 5 agreement. As of September 30, 2015, the number of travel centers leased, the term, the annual minimum rent and deferred rent balances under our five leases with TA were as follows:
|  | Number of Sites |  | Initial Term End (1) |  | Minimum Annual Rent as of September 30, 2015 |  | Deferred Rent (2)
TA No. 1 Agreement |  | 39 |  | December 31, 2029 | $ | 48,295 | $ | 27,421
TA No. 2 Agreement |  | 38 |  | December 31, 2028 |  | 46,765 |  | 29,107
TA No. 3 Agreement |  | 38 |  | December 31, 2026 |  | 49,613 |  | 29,324
TA No. 4 Agreement |  | 38 |  | December 31, 2030 |  | 46,297 |  | 21,233
TA No. 5 Agreement |  | 40 |  | June 30, 2024 |  | 62,949 |  | 42,915
|  | 193 |  |  | $ | 253,919 | $ | 150,000
| (1) |  | TA has two renewal options of fifteen years each under each of the leases.
| (2) |  | The deferred rent obligation is subject to acceleration at our option upon an uncured default under our TA agreements or a change in control of TA, each as provided under the leases.
We recognized rental income of $65,548 and $55,749 for the thre e months ended September 30, 2015 and 2014, respectively, and $181,174 and $166,427 for the nine months ended September 30, 2015 and 2014, respectively, under our leases with TA. On June 9, 2015, we began recognizing the deferred rent obligation under our TA agreements as rental income on a straight line basis over the remaining initial terms of the respective leases because we believe the future payment of these amounts to us by TA is reasonably assured. Rental i ncom e for the three months ended September 30, 2015 and 2014 includes $3,647 and $422, respectively, and for the nine months ended September 30, 2015 and 2014 includes $5,452 and $1,266, respectively, of adjustments necessary to record the scheduled rent increase under the Prior TA Agreement, the deferred rent obligations under our TA agreements and the estimated future payment to us by TA for the cost of removing underground storage tanks on a straight line basis. As of September 30, 2015 and December 31, 2014, we had accounts receivable from TA of $46,465 and $40,253, respectively, which amounts are included in due from related persons on our condensed consolidated balance sheets. Under our leases with TA, we funded $70,150 and $41,961 for the nine months ended September 30, 2015 and 2014, respectively, for qualifying capital improvements at the leased travel centers and, as a result, TA's annual minimum rent payable to us increased by approximately $5,963, and $3,567, respectively. We waived $271 and $126 of percentage rent under the TA No. 5 agreement for the three months ended September 30, 2015 and 2014, respectively, and $819 and $372 for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, we have cumulatively waived $1,826 of the $2,500 of percentage rent we previously agreed to waive. The total amount of percentage rent (which is net of the waived amount) that we recognized during the three months ended September 30, 2015 and 2014 was zero and $557, respectively, and during the nine months ended September 30, 2015 and 2014 was $2,048 and $2,129, respectively. In October 2015, we completed the purchase of the land and certain improvements at a travel center we then leased from a third party and subleased to TA located in W aterl oo, NY for $15,000. Upon this acquisition, the land and improvements were directly leased to TA under our TA No. 5 agreement and the annual minimum rent increased by $1,275. Acquisition of Interest in our Manager: On June 5, 2015, we and three other REITs to which RMR LLC provides management services – Government Properties Income Trust, or GOV, Select Income REIT, or SIR, Senior Housing Properties Trust, or SNH, and collectively with GOV and SIR, the Other REITs – participated in a transaction, or the Up-C Transaction, by which we and the Other REITs each acquired an ownership interest in RMR Inc. The Up-C Transaction was completed pursuant to a transaction agreement by and among us, our manager, RMR LLC, its then sole member, Reit Management & Research Trust, or RMR Trust, and RMR Inc. and similar transaction agreements that each Other REIT entered with RMR LLC, RMR Trust and RMR Inc. RMR Trust is owned by our Managing Trustees, Barry and Adam Portnoy. Pursuant to these transaction agreements: we contributed to RMR Inc. 1,490,000 of our common shares and $12,622 in cash; GOV contributed to RMR Inc. 700,000 of its common shares and $3,917 in cash; SIR contributed to RMR Inc. 880,000 of its common shares and $15,880 in cash; SNH contributed to RMR Inc. 2,345,000 of its common shares and $13,967 in cash; RMR Trust contributed to RMR Inc. $11,520 in cash, which RMR Inc. contributed to RMR LLC; RMR LLC issued 1,000,000 of its class B membership units to RMR Inc.; RMR Inc. issued 5,019,121 shares of its class A common stock to us, 1,541,201 shares of its class A common stock to GOV, 3,166,891 shares of its class A common stock to SIR, 5,272,787 shares of its class A common stock to SNH and 1,000,000 shares of its class B-1 common stock and 15,000,000 shares of its class B-2 common stock to RMR Trust; RMR Trust delivered 15,000,000 of the 30,000,000 class A membership units of RMR LLC which RMR Trust then owned to RMR Inc.; and RMR Inc. delivered to RMR Trust our common shares, the common shares of the Other REITs and the cash which had been contributed by us and the Other REITs to RMR Inc. The class A common stock and class B-1 common stock of RMR Inc. share ratably as a single class in dividends and other distributions of RMR Inc. when and if declared by the board of directors of RMR Inc. and have the same rights in a liquidation of RMR Inc. The class B-1 common stock of RMR Inc. is convertible into class A common stock of RMR Inc. on a 1:1 basis. The class A common stock of RMR Inc. has one vote per share. The class B-1 common stock of RMR Inc. has 10 votes per share. The class B-2 common stock of RMR Inc. has no economic interest in RMR Inc., but has 10 votes per share and is paired with the class A membership units of RMR LLC owned by RMR Trust. The class A membership units of RMR LLC owned by RMR Trust are required to be redeemed by RMR LLC upon request by RMR Trust for class A common stock of RMR Inc. on a 1:1 basis, or if RMR Inc. elects, cash. Under the governing documents of RMR Inc., upon the redemption of a class A membership unit of RMR LLC by RMR Trust, the class B-2 common stock of RMR Inc. “paired” with an equal number of class A membership units are cancelled for no additional consideration. As part of the Up-C Transaction and concurrently with entering into the transaction agreements, on June 5, 2015:
| · |  | We entered into an amended and restated business management agreement and an amended and restated property management agreement with RMR LLC. The amendments made by these agreements are described below in this Note under “Amendment and Restatement of Management Agreements with RMR LLC.” Each Other REIT also entered amended and restated business and property management agreements with RMR LLC which made similar amendments to their management agreements with RMR LLC.
| · |  | We entered into a registration rights agreement with RMR Inc. covering the class A common stock of RMR Inc. that we received in the Up-C Transaction, pursuant to which we received demand and piggyback registration rights, subject to certain limitations. Each Other REIT entered into a similar registration rights agreement with RMR Inc.
| · |  | We entered into a lock up and registration rights agreement with RMR Trust and Barry and Adam Portnoy pursuant to which RMR Trust and Barry and Adam Portnoy agreed not to transfer the 1,490,000 of our common shares RMR Trust received in the Up-C Transaction for a period of 10 years and we granted them certain registration rights, subject to certain limited exceptions. Each Other REIT also entered into a similar lock up and registration rights agreement with RMR Trust and Barry and Adam Portnoy.
As a result of the Up-C Transaction: RMR LLC became a subsidiary of RMR Inc.; RMR Inc. became the managing member of RMR LLC; through our ownership of class A common stock of RMR Inc., we currently own an indirect 16.2% economic interest in RMR LLC; through their ownership of class A common stock of RMR Inc., GOV, SIR and SNH currently have an indirect 5.0%, 10.2% and 17.0% economic interest in RMR LLC, respectively; and RMR Trust through its ownership of class B-1 common stock of RMR Inc., class B-2 common stock of RMR Inc. and class A membership units of RMR LLC currently directly and indirectly has a 51.6% economic i nteres t in RMR LLC and controls 91.4% of the voting power of outstanding capital stock of RMR Inc. Pursuant to the transaction agreements, we and each Other REIT agreed to distribute half of the shares of class A common stock of RMR Inc. received in the Up-C Transaction to our respective shareholders as a special distribution, and RMR Inc. agreed to facilitate this distribution by filing a registration statement with the SEC to register the shares of class A common stock of RMR Inc. to be distributed and by seeking a listing of those shares on a national stock exchange upon the registration statement being declared effective by the SEC. The distribution of shares of class A common stock of RMR Inc. that we and the Other REITs have agreed to make to our and the Other REITs’ shareholders will be made only after a registration statement, including a prospectus, is declared effective by the SEC. Amendment and Restatement of Management Agreements with RMR LLC: As part of the Up-C Transaction, on June 5, 2015, we and RMR LLC entered into an amended business management agreement, which amended and restated our previous business management agreement with RMR LLC and an amended property management agreement, which amended and restated our previous property management agreement with RMR LLC. Our amended business management agreement and amended property management agreement are referred to together in this Note as our amended management agreements. Our amended management agreements were effective as of June 5, 2015. Our amended management agreements have terms that end on December 31, 2035, and automatically extend on December 31st of each year for an additional year, so that the terms of the agreements thereafter end on the 20th anniversary of the date of the extension. We have the right to terminate each amended management agreement: (i) at any time on 60 days’ written notice for convenience, (ii) immediately upon written notice for cause, as defined therein, (iii) on 60 days’ written notice given within 60 days after the end of any calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. RMR LLC has the right to terminate the amended management agreements for good reason, as defined therein. If we terminate one or b oth of our amended management agreements for convenience, or if RMR LLC terminates one or both of our amended management agreements for good reason, we have agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated amended management agreement(s) for the remaining term. If we terminate one or both of our amended management agreements for a performance reason, as defined therein, we have agreed to pay RMR LLC the termination fee calculated as described above, but assuming a remaining term of 10 years. We are not required to pay any termination fee if we terminate one or both of our amended management agreements for cause or as a result of a change of control of RMR LLC. Accounting for Investment in RMR Inc.: On June 5, 2015, we acquired 5,019,121 shares of class A common stock of RMR Inc. for $55,922, excluding acquisition related costs. We have concluded, for accounting purposes, that the consideration paid for this investment in RMR Inc.’s shares of class A common stock represented a discount to the fair value of these shares. We account for this investment under the cost method of accounting and have recorded this investment at its estimated fair value of $129,722 as of June 5, 2015 using Level 3 inputs as defined in the fair value hierarchy under GAAP. As a result, we recorded a liability for the amount by which the estimated fair value exceeded the price we paid for these shares and which amount we are amortizing as described below. As of September 30, 2015, the unamortized balance of this liability was $72,658 and it is included in accounts payable and other liabilities in our condensed consolidated balance sheets. Our investment is included in other assets in our condensed consolidated balance sheets and the carrying value of our investment was $132,296, including acquisition related costs, as of September 30, 2015. We believe the carrying value of our investment in RMR Inc. as of September 30, 2015 approximates its estimated fair value for accounting purposes. The liability related to the acquisition of these shares is being amortized on a straight line basis over the 20 year life of the business and property management agreements with RMR LLC as a reduction to business management fees and property management fees, which are included in general and administrative and hotel operating expenses, respectively, in our condensed consolidated statements of comprehensive income. Amortization of the liability, included in general and administrative expense for the three and nine months ended September 30, 2015, totaled $911 and $1,142, respectively. RMR LLC Management Fees and Reimbursements: We recognized business and property management fees of $17,392 and $14,309 for the three months ended September 30, 2015 and 2014, respectively, and $45,856 and $34,896 for the nine months ended September 30, 2015 and 2014, respectively. The business management fees for the three and nine months ended September 30, 2015 include estimated 2015 incentive fees of $8,561 and $17,383, respectively, based on our common share total return as of September 30, 2015. The actual amount of incentive fees payable to RMR LLC for 2015, if any, will be based on our common share total return for the two year period ended December 31, 2015, and will be payable in January 2016. Although no incentive fee was ultimately payable to RMR LLC for 2014, business management fees we recognized for the three and nine months ended September 30, 2014 include $4,778 and $6,951, respectively, of then estimated 2014 incentive fees that would have been payable in common shares after the year end 2014 based on our common share total return as of those respective 2014 periods. The business management fees we recognized for the 2015 and 2014 periods are included in general and administrative expenses in our condensed consolidated financial statements. The property management amounts are included in hotel operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements and are comprised of fees we recognized under both our previous property management agreement and our amended property management agreement. In accordance with the terms of our previous business management agreement, we issued 52,366 and 97,816 of our common shares to RMR LLC for the nine months ended September 30, 2015 and 2014, respectively, as payment for portions of the base business management fees we recognized for those periods. Our amended business management agreement requires that 100% of the management fee due to RMR LLC be paid by us in cash. Pursuant to our previous and amended management agreements with RMR LLC, we are responsible for paying all of the property level operating costs at the one office building we own which is attached to a hotel we own. These property level costs include certain payroll and related costs, which costs are generally incorporated into rents charged to our office tenants at this building. The total of the property management related reimbursements we paid to RMR LLC was $37 and $19 for the three months ended September 30, 2015 and 2014, respectively, and these costs are included in hotel operating expenses in our condensed consolidated financial statements for these periods. In addition, we have historically awarded share grants to certain RMR LLC employees under our equity compensation plan and we accrue estimated amounts for such share grants throughout each year based upon historical practices. In September 2015 and 2014, we made annual share grants to RMR LLC employees of 76,250 and 79,725, of our common shares, respectively. In September 2015, we purchased 16,340 of our common shares, at the closing prices for our common shares on the NYSE on the date of purchase, from certain of our officers and other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of restricted common shares. In addition, under our business management agreement we reimburse RMR LLC for our allocable costs of internal audit services. The amounts accrued for share grants to RMR LLC employees and internal audit costs were $7 76 and $973 for the three months ended September 30, 2015 and 2014, respectively, and $2,283 and $2,199 for the nine months ended September 30, 2015 and 2014, respectively, and these amounts are included in our general and administrative expenses in our condensed consolidated financial statements for these periods. Lease with RMR LLC: We lease office space to RMR LLC in the office building component of our property in Baltimore, MD. Pursuant to our lease agreement with RMR LLC, we recognized rental income from RMR LLC for leased office space of approximately $9 and $26 for the three and nine months ended September 30, 2015, respectively. Sonesta: Sonesta is owned by our Managing Trustees, Barry and Adam Portnoy. As of September 30, 2015, Sonesta was managing 31 of our hotels pursuant to long term management agreements. Pursuant to these management agreements, we incurred management, system, reservation fees and reimbursement of certain guest loyalty, marketing program and third party reservation transmission expenses payable to Sonesta of $5,742 and $4,722 for the three months ended September 30, 2015 and 2014, respectively, and $16,143 and $13,052 for the nine months ended September 30, 2015 and 2014, respectively. These amounts are included in hotel operating expenses in our condensed consolidated statements of comprehensive income. In addition, we also incurred procurement and construction supervision fees payable to Sonesta in connection with capital expenditures at our hotels managed by Sonesta of $496 and $1,053 for the three months ended September 30, 2015 and 2014, respectively, and $1,172 and $2,803 for the nine months ended September 30, 2015 and 2014, respectively. These amounts have been capitalized in our condensed consolidated financial statements. On April 28, 2015, we acquired a building and land parcel adjacent to a hotel we own which is managed by Sonesta for $750, e xclu ding acquisition related costs. This land was added to that hotel property and constitutes invested capital under our Sonesta agreement. On July 23, 2015, we acquired a portfolio of nine extended stay hotels with 1,095 suites located in eight states for $85,000, excluding acquisition related costs. In connection with this acquisition, we entered into a long term management agreement for Sonesta to manage these hotels. The terms of the management agreement are substantially consistent with the terms of our other management agreements with Sonesta for extended stay hotels, and this management agreement was combined with our other Sonesta hotel management agreements under our existing pooling agreement with Sonesta. We expect to invest approximately $45,000 to substantially renovate these hotels in connection with their conversion to the upscale, extended stay Sonesta ES Suites® hotel brand. On October 27, 2015, we entered into an agreement to acquire two extended stay hotels with 262 suites located in Cleveland and Westlake, OH for $12,000. We intend to rebrand these hotels as Sonesta ES Suites® hotels. This acquisition is subject to completion of diligence and other customary closing conditions and we can provide no assurance that we will acquire these properties or that the terms of the acquisition will not change. We expect to enter into a hotel management agreement with Sonesta for these properties on terms consistent with our other applicable hotel management agreements with Sonesta for limited service hotels and to add the management agreement to our Sonesta agreement. AIC: As of September 30, 2015, our investment in AIC had a carrying value of $6,814, which amount is included in other assets on our condensed consolidated balance sheets. We recognized income (loss) of ($24) and $38 related to our investment in AIC for the three months ended September 30, 2015 and 2014, respectively, and $71 and $66 for the nine months ended September 30, 2015 and 2014, respectively. Our other comprehensive income includes unrealized gains (losses) on securities held for sale which are owned by AIC of ($72) and ($33) for the three months ended September 30, 2015 and 2014, respectively, and ($91) and $8 for the nine months ended September 30, 2015 and 2014, respectively. In June 2015, we and the other shareholders of AIC renewed our participation in an insurance program arranged by AIC. In connection with that renewal, we purchased a three-year combined property insurance policy providing $500,000 of coverage annually with the premium to be paid annually and a one year combined policy providing terrorism coverage of $200,000 for our properties. We paid AIC an aggregate annual premium, including taxes and fees, of approximately $2,442 in connection with these policies for the policy year ending June 30, 2016, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. Directors’ and Officers’ Liability Insurance In August 2015, we extended through September 2017 our combined directors' and officers' insurance policy with RMR LLC and five other companies managed by RMR LLC that provides $10,000 in aggregate primary coverage. At that time, we also extended through September 2016 our separate additional directors' and officers' liability insurance policies that provide $20,000 of aggregate excess coverage plus $5,000 of excess non-indemnifiable coverage. The total premium payable by us for these extensions was approximately $463.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A + Details
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