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Summary of Significant Accounting Policies | 12 Months Ended
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Dec. 31, 2022
Accounting Policies [Abstract] |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation. These 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. 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™, or the 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 $142,542 and $113,705 as of December 31, 2022 and 2021, respectively, and consist primarily of amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $82,454 and $42,432 as of December 31, 2022 and 2021, respectively, and consist primarily of 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. Real Estate Properties. We record real estate properties at cost less impairments, if any. We record the cost of real estate acquired at the relative fair value of building, land, furniture, fixtures and equipment, and, if applicable, acquired in place leases, above or below market leases and customer relationships. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill. We depreciate real estate properties on a straight line basis over estimated useful lives of up to 40 years for buildings and improvements and up to 12 years for personal property and we amortize finite lived intangible assets over the shorter of their useful lives or the term of the associated lease. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determination of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of our real estate properties. These indicators may include weak or declining operating profitability, cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life or market or industry changes that could permanently reduce the value of our investments. If there is an indication that the carrying value of a property is not recoverable, we estimate the projected undiscounted cash flows of the asset to determine if an impairment loss should be recognized. We determine the amount of an impairment loss by comparing the historical carrying value of the property to its estimated fair value. We estimate fair value by evaluating recent financial performance and projecting discounted cash flows of properties using standard industry valuation techniques. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our real estate properties. If we change estimated lives, we depreciate or amortize the carrying values of affected assets over the revised remaining lives. During the years ended December 31, 2022, 2021 and 2020, we recorded $10,989, $78,620 and $55,756, respectively, of losses on asset impairment to reduce the carrying value of certain of our properties to their estimated fair values less costs to sell. Intangible Assets and Liabilities. Intangible assets consist primarily of trademarks and tradenames, acquired above market operating leases where we are the lessor and below market ground leases for which we are the tenant or lessee. Intangible liabilities consist of acquired below market operating leases where we are the lessor and acquired above market ground leases for which we are the tenant or lessee. We include intangible assets in acquired real estate leases and other intangibles, net and intangible liabilities in accounts payable and other liabilities in our consolidated balance sheets. At December 31, 2022 and 2021, our intangible assets and liabilities were as follows:
| As of December 31,
| 2022 |  | 2021
Assets: |  |  |
Tradenames and trademarks | $ | 89,375 |  |  | $ | 89,375 |
Above market operating leases, net of accumulated amortization of $82,515 and $64,471, respectively | 155,320 |  |  | 184,943 |
Below market ground leases, net of accumulated amortization of $18,542 and $17,367, respectively | 6,564 |  |  | 7,746 |
Other, net of accumulated amortization of $460 and $382, respectively | 1,098 |  |  | 1,177 |
| $ | 252,357 |  |  | $ | 283,241 |
Liabilities: |  |  |
Below market operating leases, net of accumulated amortization of $597 and $473, respectively | $ | 933 |  |  | $ | 1,147 |
Above market ground leases, net of accumulated amortization of $296 and $317, respectively | 25 |  |  | 46 |
| $ | 958 |  |  | $ | 1,193 |
We amortize above and below market leases on a straight line basis over the term of the associated lease (9.5 and 7.3 years on a weighted average basis for intangible liabilities and assets, respectively). For the years ended December 31, 2022, 2021 and 2020, amortization relating to intangible assets was $30,775, $41,648 and $52,264, respectively, and amortization relating to intangible liabilities was $235, $433 and $2,403 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the weighted average amortization period for capitalized above market leases and below market lease values were 7.1 and 9.5, respectively. As of December 31, 2022, we estimate future amortization relating to intangible assets and liabilities as follows:
| Above Market Operating Leases |  | Below Market Ground Leases & Other |  | Below Market Operating Leases |  | Above Market Ground Leases & Other
2023 | $ | 26,422 |  |  | $ | 1,168 |  |  | $ | (192) |  |  | $ | 60 |
2024 | 23,710 |  |  | 949 |  |  | (185) |  |  | 71 |
2025 | 20,092 |  |  | 795 |  |  | (128) |  |  | 78 |
2026 | 14,925 |  |  | 794 |  |  | (121) |  |  | 78 |
2027 | 12,532 |  |  | 792 |  |  | (89) |  |  | 78 |
Thereafter | 57,639 |  |  | 2,066 |  |  | (218) |  |  | 708 |
| $ | 155,320 |  |  | $ | 6,564 |  |  | $ | (933) |  |  | $ | 1,073 |
We do not amortize our indefinite lived trademarks and tradenames, but we review the assets at least annually for impairment and reassess their classification as indefinite lived assets. In addition, we regularly evaluate whether events or changes in circumstances have occurred that could indicate impairment in value. We determine the amount of an impairment loss, if any, by comparing the carrying value of the intangible asset to its estimated fair value. Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Restricted Cash. Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and proceeds from the sale of certain of our assets to be used for general business purposes pursuant to our credit agreement. Debt Issuance Costs. Debt issuance costs consist of capitalized issuance costs related to borrowings, which are amortized to interest expense over the terms of the respective debt. Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets, net in our consolidated balance sheets. As of December 31, 2022 and 2021, debt issuance costs for our revolving credit facility were $6,214 and $14,879, respectively, and accumulated amortization of debt issuance costs for our revolving credit facility were $3,925 and $8,796, respectively. Debt issuance costs, net of accumulated amortization, for our unsecured senior notes, and our historical term loan, are presented as a direct deduction from the associated debt liability in our consolidated balance sheets. As of December 31, 2022 and 2021, debt issuance costs, net of accumulated amortization, for our unsecured senior notes were $25,545 and $33,736, respectively. Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility and unsecured senior notes as of December 31, 2022, are as follows:
|  | Future Amortization of Debt Issuance Costs
2023 |  | $ | 9,635 |
2024 |  | 6,829 |
2025 |  | 4,953 |
2026 |  | 2,843 |
2027 |  | 1,996 |
Thereafter |  | 1,578 |
|  | $ | 27,834 |
Equity Method Investments. We account for our 34.0% non-controlling interest in Sonesta under the equity method of accounting. Sonesta is a private company and Adam D. Portnoy, one of our Managing Trustees who also serves as one of Sonesta’s directors, is the controlling shareholder. One of Sonesta’s other directors is our other Managing Trustee, and Sonesta’s other director serves as The RMR Group LLC, or RMR’s, and The RMR Group Inc., or RMR Inc.’s, executive vice president, general counsel and secretary and as our Secretary. Certain of Sonesta’s officers are officers of RMR. Certain other officers and employees of Sonesta are former employees of RMR. RMR also provides certain services to Sonesta. See Notes 5 and 10 for a further discussion of our investment in and relationships with Sonesta. Equity Securities. We record our equity securities at fair value based on their quoted market price at the end of each reporting period. Changes in the fair value of our equity securities are recorded through earnings in accordance with FASB Accounting Standards Update, or ASU, No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. As of December 31, 2022, we owned 1,184,797 common shares of TA. Revenue Recognition. We report hotel operating revenues for managed hotels in our consolidated statements of comprehensive income (loss). 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 consolidated statements of comprehensive income (loss). We recognize rental income from operating leases on a straight line basis over the term of the lease agreements. We reduced rental income by $7,767, $2,621 and $714 during the years ended December 31, 2022, 2021 and 2020, respectively, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with 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 4, 5 and 10 for further information regarding our TA leases. Due from related persons includes $7,522 and $20,655 and other assets, net, includes $32,247 and $26,881 of straight line rent receivables at December 31, 2022 and 2021, 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 earned percentage rental income of $10,578, $7,085 and $3,277 during the years ended December 31, 2022, 2021 and 2020, 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. Per Common Share Amounts. We calculate basic earnings per common share by dividing allocable net income available for common shareholders by the weighted average number of common shares outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares and the related impact on earnings are considered when calculating diluted earnings per share. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of real estate and impairment of long lived assets. Segment Information. As of December 31, 2022, we had two reportable segments: hotel investments and net lease investments. Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, 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 (or benefit) includes the income tax provision (or benefit) 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. The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our consolidated financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Tax benefits are recognized to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized upon settlement. Our tax returns filed for the 2019 through 2022 tax years are subject to examination by taxing authorities. We classify interest and penalties related to uncertain tax positions, if any, in our consolidated statements of comprehensive income (loss) as a component of general and administrative expense.

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