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Management Agreements and Leases | 6 Months Ended
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Jun. 30, 2024
Leases [Abstract] |
Management Agreements and Leases | Note 6. Management Agreements and Leases As of June 30, 2024, we owned 220 hotels included in four operating agreements and 749 service-focused retail properties net leased to 178 tenants. We do not operate any of our properties. As of June 30, 2024, all 220 of our hotels were managed by subsidiaries of the following companies: Sonesta (195 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (seven hotels), and InterContinental Hotels Group, plc, or IHG (one hotel). As of June 30, 2024, we owned 749 service-focused retail net lease properties with 178 tenants, including 175 travel centers leased to TA, our largest tenant. Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators. Hotel Agreements Sonesta Agreement. As of June 30, 2024, Sonesta managed 40 of our full-service hotels, 111 of our extended stay hotels and 44 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement. The hotels Sonesta managed for us comprised approximately 50.1% of our total historical real estate investments. Our Sonesta agreement, which expires on January 31, 2037 and includes two 15-year renewal options, provides that we are paid an annual owner’s priority return 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. The Sonesta agreement further provides that we are paid an additional return equal to 80% of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding FF&E reserves and paying Sonesta’s incentive fee, if applicable. We do not have any security deposits or guarantees for our Sonesta hotels. We realized returns under our Sonesta agreement of $75,130 and $84,899 during the three months ended June 30, 2024 and 2023, respectively, and $102,505 and $115,136 during the six months ended June 30, 2024 and 2023, respectively. Our Sonesta agreement requires us to fund capital expenditures made at our hotels. We incurred capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $106,366 and $54,209 during the six months ended June 30, 2024 and 2023, respectively, which resulted in increases in our contractual annual owner’s priority returns of $6,382 and $3,253, respectively. Our annual priority return under our Sonesta agreement as of June 30, 2024 was $360,353. We owed Sonesta $7,883 and $13,300 for capital expenditures and other reimbursements at June 30, 2024 and December 31, 2023, respectively. Sonesta owed us $28,959 and $6,376 in owner’s priority returns and other amounts as of June 30, 2024 and December 31, 2023, 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. Our Sonesta agreement requires that 5% of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us. No FF&E escrow deposits were required during either of the three or six months ended June 30, 2024 or 2023. Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs and third-party reservation transmission fees of $32,969 and $32,121 for the three months ended June 30, 2024 and 2023, respectively, and $59,984 and $58,257 for the six months ended June 30, 2024 and 2023, respectively. These fees and costs are included in hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta of $587 and $341 for the three months ended June 30, 2024 and 2023, respectively, and $987 and $548 for the six months ended June 30, 2024 and 2023, respectively, which amounts have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets. We are required to maintain working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations. As of each of June 30, 2024 and December 31, 2023, we had advanced $48,490 of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold. These amounts are included in other assets, net in our condensed consolidated balance sheets. Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreement. See Notes 7 and 11 for further information regarding our relationships, agreements and transactions with Sonesta. Hyatt Agreement. As of June 30, 2024, Hyatt managed 17 of our select service hotels pursuant to a portfolio management agreement that expires on March 31, 2031, or our Hyatt agreement, and provides that, as of June 30, 2024, we are to be paid an annual owner’s priority return of $16,958. Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $30,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that will become effective upon substantial completion of planned renovations of the hotels, which we currently expect to occur in 2024. We realized returns of $3,314 and $4,388 during the three months ended June 30, 2024 and 2023, respectively, and $2,206 and $6,711 during the six months ended June 30, 2024 and 2023, respectively, under our Hyatt agreement. In February 2024, we funded $2,300 of additional working capital to Hyatt. We may recover this amount in the future, if cash flows are sufficient to pay our owner’s priority return and other amounts in accordance with our Hyatt agreement. During the six months ended June 30, 2024 and 2023, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $23,377 and $454, respectively, which resulted in an aggregate increase in our contractual annual owner’s priority returns of $1,403 and $27, respectively. Radisson Agreement. As of June 30, 2024, Radisson managed seven of our full-service hotels pursuant to a portfolio management agreement that expires on July 31, 2031, or our Radisson agreement, and provides that we are to be paid an annual owner’s priority return of $10,898. Radisson has provided us with a $22,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that became effective on January 1, 2023, subject to adjustment for planned renovations of certain hotels, which we currently expect to be completed by the end of the third quarter of 2024. We realized returns under our Radisson agreement of $1,789 and $1,799 during the three months ended June 30, 2024 and 2023, respectively, and $3,240 and $3,364 during the six months ended June 30, 2024 and 2023, respectively. During the six months ended June 30, 2023, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for these periods, and we reduced hotel operating expenses by $140 to record the guaranteed amounts of the shortfalls due from Radisson. The available balance of the guaranty was $21,350 as of June 30, 2024. During the six months ended June 30, 2024 and 2023, we incurred capital expenditures of $544 and $4,749, respectively, for the hotels included in our Radisson agreement, which resulted in an aggregate increase in our contractual owner’s priority returns of $32 and $285, respectively. Marriott Agreement. As of June 30, 2023, we had sold all 16 hotels previously managed by Marriott International, Inc., or Marriott. We realized a net operating loss of $2,762 during the six months ended June 30, 2023, under our management agreement with Marriott. We did not incur capital expenditures for any of the hotels included in our management agreement with Marriott during the six months ended June 30, 2023. IHG Agreement. Our management agreement with IHG for one hotel expires on January 31, 2026. We realized returns under our management agreement with IHG of $1,536 and $1,517 during the three months ended June 30, 2024 and 2023, respectively, and $3,129 and $2,280 during the six months ended June 30, 2024 and 2023, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses. During the six months ended June 30, 2024 and 2023, we incurred capital expenditures of $221 and $328, respectively, for the hotel included in our IHG agreement. Net Lease Portfolio As of June 30, 2024, we owned 749 service-focused retail net lease properties with an aggregate of 13,384,219 square feet with leases requiring annual minimum rents of $380,457 with a weighted (by annual minimum rents) average remaining lease term of 8.4 years. Our net lease properties were 97.3% occupied and leased by 178 tenants operating under 139 brands in 21 distinct industries. TA Leases. As of June 30, 2024, TA is our largest tenant, representing 28.5% of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $259,080 as of June 30, 2024. TA receives a monthly rent credit totaling $25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid. On February 28, 2024, TA acquired the leasehold interest of one of our travel centers from a third party landlord. The aggregate minimum rent due to us under our leases with TA for the remaining 175 travel centers was unchanged as a result of TA’s acquisition of this leasehold interest. Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. 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. BP Corporation North America Inc. guarantees payment under each of the TA leases, limited to an aggregate cap which was $3,037,475 as of June 30, 2024. We recognized rental income from our TA leases of $67,834 and $65,260 for the three months ended June 30, 2024 and 2023, respectively, and $135,668 and $127,401 for the six months ended June 30, 2024 and 2023, respectively. Rental income was increased by $3,885 and $2,555 for the three months ended June 30, 2024 and 2023, respectively, and increased by $8,194 and reduced by $686 for the six months ended June 30, 2024 and 2023, respectively, to record the scheduled rent changes on a straight line basis. As of June 30, 2024 and December 31, 2023, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $30,872 and $19,816, respectively, included in other assets, net in our condensed consolidated balance sheets. Until May 15, 2023, our TA leases required TA to pay us percentage rent based upon increases in certain sales. We recognized percentage rent due under our TA leases as rental income when all contingencies were met. We recognized percentage rent of $3,507 during the three and six months ended June 30, 2023 under our TA leases. We had no deferred percentage rent for either the three or six months ended June 30, 2023. For more information regarding our relationships with TA, including the TA Merger (as defined below), see Notes 7 and 11. Our other 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 net lease properties (excluding TA) of $32,628 and $34,192 for the three months ended June 30, 2024 and 2023, respectively, which included $893 and $212, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis, and $64,808 and $66,464 for the six months ended June 30, 2024 and 2023, respectively, which included $2,352 and $1,005, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis. We continually review receivables related to rent, straight line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $377 and $1,042 for the three and six months ended June 30, 2024, respectively, based on our assessment of the collectability of rents. We recorded reserves for uncollectable amounts and reduced rental income by $1,813 and $5,353 for the three and six months ended June 30, 2023, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $4,366 and $3,436 as of June 30, 2024 and December 31, 2023, respectively, included in other assets, net in our condensed consolidated balance sheets.

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