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Related Party Transactions (Tables)
3 Months Ended
Mar. 31, 2015
Related Party Transactions  
Schedule of various amounts related to the HPT Leases and other lessors which are reflected in real estate rent expense in consolidated statements of income and comprehensive income

 

 

 

 

Three Months Ended March 31,

 

 

 

2015

 

2014

 

Cash payments for rent under the HPT Leases

 

$

57,516

 

$

55,146

 

Change in accrued estimated percentage rent

 

(104

)

618

 

Adjustments to recognize expense on a straight line basis

 

(452

)

(341

)

Less sale-leaseback financing obligation amortization

 

(636

)

(589

)

Less portion of rent payments recognized as interest expense

 

(1,452

)

(1,470

)

Less deferred tenant improvements allowance amortization

 

(1,692

)

(1,692

)

Amortization of deferred gain on sale-leaseback transactions

 

(96

)

(96

)

Rent expense related to HPT Leases

 

53,084

 

51,576

 

Rent paid to others (1)

 

2,621

 

2,685

 

Adjustments to recognize expense on a straight line basis for other leases

 

(101

)

(57

)

Total real estate rent expense

 

$

55,604

 

$

54,204

 

 

(1)

Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.

 

 

Schedule of various amounts related to the HPT Leases

 

 

 

 

March 31,

 

December 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Current HPT Leases liabilities:

 

 

 

 

 

Accrued rent

 

$

19,473 

 

$

19,407 

 

Sale-leaseback financing obligation (1)

 

2,619 

 

2,547 

 

Straight line rent accrual (2)

 

2,539 

 

2,529 

 

Deferred gain on sale-leaseback transactions (3)

 

385 

 

385 

 

Deferred tenant improvements allowance (4)

 

6,769 

 

6,769 

 

Total Current HPT Leases liabilities

 

$

31,785 

 

$

31,637 

 

 

 

 

 

 

 

Noncurrent HPT Leases liabilities:

 

 

 

 

 

Deferred rent obligation (5)

 

$

150,000 

 

$

150,000 

 

Sale-leaseback financing obligation (1)

 

82,374 

 

82,591 

 

Straight line rent accrual (2)

 

49,595 

 

50,234 

 

Deferred gain on sale-leaseback transactions (3)

 

2,636 

 

2,732 

 

Deferred tenant improvements allowance (4)

 

45,685 

 

47,377 

 

Total Noncurrent HPT Leases liabilities

 

$

330,290 

 

$

332,934 

 

 

(1)

Sale-leaseback Financing Obligation.  In 2007, when we entered the TA Lease, we recognized in our condensed consolidated balance sheets the leased assets at thirteen properties (eight as of March 31, 2015) previously owned by our predecessor that we now lease from HPT because we subleased more than a minor portion of those properties to third parties, and one property that did not qualify for operating lease treatment for other reasons.  Accordingly, we recorded the leased assets at these properties at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale-leaseback financing obligation in our condensed consolidated balance sheets.  In addition, sales to HPT of improvements at these properties are accounted for as sale-leaseback financing transactions and these liabilities are increased by the amount of proceeds we receive from HPT.  We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale-leaseback financing obligation and a portion as interest expense in our condensed consolidated statements of income and comprehensive income.  The amounts allocated to interest expense during the three months ended March 31, 2015 and 2014, were $1,452 and $1,470, respectively.

 

(2)

Straight Line Rent Accrual.  The TA Lease included scheduled rent increases over the first six years of the lease term, as do certain of the leases for properties we sublease from HPT, the rent for which we pay directly to HPT’s landlords.  Also, under our leases with HPT, we are obligated to pay to HPT at lease expiration an amount equal to an estimate of the cost to remove the underground storage tanks that we would incur had we owned the underlying assets.  We recognize the effects of scheduled rent increases and the future payment to HPT for the estimated cost of removing underground storage tanks in real estate rent expense over the lease terms on a straight line basis.

 

(3)

Deferred Gain on Sale-Leaseback Transactions.  This deferred gain arose from our 2012 and 2013 terminations of subleases to franchisees for five properties we lease from HPT, which qualified these properties for sale-leaseback accounting and required us to remove the related assets and liabilities from our condensed consolidated balance sheets, as well as from the sales to HPT of certain assets at the five properties we lease from HPT that we continue to sublease to franchisees.  Prior to terminating the subleases of these five properties, the assets at these five properties had been reflected in our balance sheets in accordance with the accounting described in note (1) above.  We amortize the deferred gain into real estate rent expense on a straight line basis over the remaining term of the leases.

 

(4)

Deferred Tenant Improvements Allowance.  HPT committed to fund up to $125,000 of capital projects at the properties we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the rent deemed to be related to this tenant improvements allowance.  This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those payments.  We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of real estate rent expense.

 

(5)

Deferred Rent Obligation.  Pursuant to a rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT.  The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024.  This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us.