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Hotel Management Agreements and Leases
6 Months Ended
Jun. 30, 2016
Hotel Management Agreements and Leases  
Hotel Management Agreements and Leases

 

Note 11. Hotel Management Agreements and Leases

As of June 30, 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 June 30, 2016 we are to be paid an annual minimum return of $68,472 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 $17,108 and $17,027 during the three months ended June 30, 2016 and 2015, respectively, and minimum returns of $34,201 and $34,033 during the six months ended June 30, 2016 and 2015, respectively, under this agreement. We also realized additional returns of $5,410  and $6,249 during the three and six months ended June 30, 2016, respectively, 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 and six months ended June 30, 2015.

We funded $1,156 for capital improvements at certain of the hotels included in our Marriott No. 1 agreement during the six months ended June 30, 2016. We currently expect to fund $1,500 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 June 30, 2016 we are to be paid an annual minimum return of $106,243.  We realized minimum returns of $26,561 and $28,026 during the three months ended June 30, 2016 and 2015, respectively, and minimum returns of $53,121 and $53,032 during the six months ended June 30, 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 increased 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 six months ended June 30, 2016, our available security deposit was replenished by $6,979 from the hotel cash flows in excess of the minimum returns due to us for the period.  The available balance of this deposit was $13,230 as of June 30, 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 June 30, 2016. 

We did not make any fundings for capital improvements to our Marriott No. 234 hotels during the six months ended June 30, 2016. We currently expect to fund $9,000 for capital improvements to certain hotels under our Marriott No. 234 agreement during the remainder of 2016. As we fund these improvements, the annual minimum returns payable to us increase 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 June 30, 2016 and 2015, and $5,058 of rent during each of the six months ended June 30, 2016 and 2015.  The guarantee provided by Marriott with respect to this leased hotel is unlimited.

InterContinental agreement. Our management agreement with InterContinental for 94 hotels provides that as of June 30, 2016, we are to be paid annual minimum returns and rents of $160,338.  We realized minimum returns and rents of $40,084 and $36,702 during the three months ended June 30, 2016 and 2015, respectively, and minimum returns and rents of $78,288 and $72,016 during the six months ended June 30, 2016 and 2015, respectively, under this agreement.  We also realized additional returns of $3,575 and $3,904 under this agreement during the three and six months ended June 30, 2016, respectively, from the hotel cash flows in excess of our minimum returns and rents due for the period.  We realized additional returns of $3,177 under this agreement during the three and six months ended June 30, 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 this security deposit may be replenished and increased 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 amended 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 hotel ($9,120) and InterContinental provided us $9,000 to supplement the existing security deposit.

During the six months ended June 30, 2016, the available security deposit was replenished by $7,712 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 $63,928 as of June 30, 2016.

We did not make any fundings for capital improvements to our InterContinental hotels during the six months ended June 30, 2016. We currently expect to fund $17,500 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 to be paid an annual minimum return ($85,206 as of June 30, 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 a security deposit or guarantee 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 $23,380 and $18,738 during the three months ended June 30, 2016 and 2015, respectively, and returns of $32,146 and $26,799 during the six months ended June 30, 2016 and 2015, respectively, under this agreement.

Our Sonesta agreement does not require FF&E escrow deposits and we are required to fund capital expenditures made at our Sonesta hotels.  We funded $30,419 for renovations and other capital improvements to hotels included in our Sonesta agreement during the six months ended June 30, 2016.  We currently expect to fund $37,454 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 June 30, 2016, we are to be paid annual minimum returns of $26,712.  We realized returns of $6,668 and $6,576 during the three months ended June 30, 2016 and 2015, respectively, and returns of $13,322 and $13,107 during the six months ended June 30, 2016 and 2015, respectively, under this agreement. Pursuant to our Wyndham agreement, Wyndham has provided us with a guarantee, which is limited to $35,656 ($2,242 remaining at June 30, 2016), subject to an annual payment limit of $17,828 and expires on July 28, 2020. During the six months ended June 30, 2016, Wyndham made $1,766 of guaranty payments to us.

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 annual minimum rents to us 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 rents of $341 and $332 during the three months ended June 30, 2016 and 2015, respectively, and rents of $683 and $663 during the six months ended June 30, 2016 and 2015, respectively, under our Wyndham agreements. 

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 made during the six months ended June 30, 2016 due to insufficient available cash flow generated at these hotels.

We funded $1,277 for capital improvements to certain hotels included in our Wyndham agreement during the six months ended June 30, 2016.  We currently expect to fund $3,150 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.    Our 197 owned travel centers are leased to and operated by a subsidiary of TA under five agreements.  Our TA Nos. 1 and 5 leases for 40 travel centers each expire in 2029 and 2032, respectively, and have two 15 year renewal options. Our TA Nos. 2, 3 and 4 leases for 39 travel centers each expire in 2028, 2026 and 2030, respectively, and each have 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 capital improvements to the leased facilities in return for minimum rent increases. TA is not obligated to request and we are not obligated to fund any such improvements. We funded $55,059 for capital improvements to our travel center properties during the six months ended June 30, 2016. We currently expect to fund approximately $58,000 for renovations and other capital improvements during the remainder of 2016. As we fund these improvements, the annual minimum rents payable to us increase by 8.5% of the amounts funded. See Note 10 for further information about our TA leases. 

Other management agreement and lease matters. As of August 8, 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 ($17,966 remaining at June 30, 2016).  The guarantee provided by Carlson Hotels Worldwide, or Carlson, with respect to the 11 hotels managed by Carlson is limited to $40,000 ($26,736 remaining at June 30, 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.

Net operating results of our managed hotel portfolios exceeded the minimum returns due to us in both the three months ended June 30, 2016 and 2015.  Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $11,544 and $11,443 less than the minimum returns due to us for the six months ended June 30, 2016 and 2015, respectivelyWhen 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. There was no reduction to hotel operating expenses in the three months ended June 30, 2016 and 2015, and reductions of $1,766 and $1,903 in the six months ended June 30, 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 $9,778 and $9,540 in the six months ended June 30, 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, $43,440 and $35,092 more than the minimum returns due to us in the three months ended June 30, 2016 and 2015, respectively, and $46,918 and $37,611 more than the minimum returns due to us in the six months ended June 30, 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 operating 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 $20,057 and $14,976 in the three months ended June 30, 2016 and 2015, respectively, and $19,968 and $16,189 in the six months ended June 30, 2016 and 2015, respectively, as a result of such replenishments.