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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hospitality Properties Trust - Hospitality Properties Trust Preferred Stock | NASDAQ:HPTRP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.10 | 25.10 | 25.14 | 0 | 01:00:00 |
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Maryland
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04-3262075
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer Identification No.)
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Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts
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02458
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
(Do not check if a smaller reporting company)
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Smaller reporting company ☐
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September 30,
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December 31,
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2016
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2015
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ASSETS
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Real estate properties:
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Land
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$
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1,550,174
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$
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1,529,004
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Buildings, improvements and equipment
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7,047,370
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6,732,768
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Total real estate properties, gross
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8,597,544
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8,261,772
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Accumulated depreciation
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(2,436,327
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)
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(2,217,135
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)
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Total real estate properties, net
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6,161,217
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6,044,637
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Cash and cash equivalents
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9,534
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13,682
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Restricted cash (FF&E reserve escrow)
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60,606
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51,211
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Due from related persons
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62,949
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50,987
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Other assets, net
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291,826
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234,280
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Total assets
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$
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6,586,132
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$
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6,394,797
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Unsecured revolving credit facility
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$
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150,000
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$
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465,000
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Unsecured term loan, net
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398,254
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397,756
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Senior unsecured notes, net
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2,564,476
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2,403,439
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Convertible senior unsecured notes
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8,478
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8,478
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Security deposits
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88,524
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53,579
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Accounts payable and other liabilities
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155,433
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179,783
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Due to related persons
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64,303
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69,514
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Dividends payable
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5,166
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5,166
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Total liabilities
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3,434,634
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3,582,715
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Commitments and contingencies
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Shareholders’ equity:
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Preferred shares of beneficial interest, no par value; 100,000,000 shares authorized:
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Series D preferred shares; 7 1/8% cumulative redeemable; 11,600,000 shares issued and outstanding, aggregate liquidation preference of $290,000
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280,107
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280,107
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Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,269,211 and 151,547,288 shares issued and outstanding, respectively
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1,643
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1,515
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Additional paid in capital
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4,539,704
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4,165,911
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Cumulative net income
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3,041,581
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2,881,657
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Cumulative other comprehensive income (loss)
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35,904
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(15,523
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)
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Cumulative preferred distributions
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(336,811
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)
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(321,313
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)
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Cumulative common distributions
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(4,410,630
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)
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(4,180,272
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)
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Total shareholders’ equity
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3,151,498
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2,812,082
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Total liabilities and shareholders’ equity
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$
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6,586,132
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$
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6,394,797
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2016
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2015
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2016
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2015
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Revenues:
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Hotel operating revenues
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$
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464,173
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$
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437,171
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$
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1,332,586
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$
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1,243,744
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Rental income
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78,278
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73,747
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231,830
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207,561
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FF&E reserve income
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1,065
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968
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3,517
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3,159
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Total revenues
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543,516
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511,886
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1,567,933
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1,454,464
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Expenses:
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Hotel operating expenses
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322,012
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308,603
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923,239
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870,689
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Depreciation and amortization
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90,139
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84,261
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266,192
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243,812
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General and administrative
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37,739
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19,831
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91,127
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53,820
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Acquisition related costs
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156
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851
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885
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1,986
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Total expenses
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450,046
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413,546
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1,281,443
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1,170,307
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Operating income
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93,470
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98,340
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286,490
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284,157
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Dividend income
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626
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—
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1,375
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—
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Interest income
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89
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11
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227
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32
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Interest expense (including amortization of debt issuance costs and debt discounts of $2,122, $1,458, $6,114 and $4,374, respectively)
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(41,280
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)
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(36,628
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)
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(124,564
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)
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(107,918
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)
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Loss on early extinguishment of debt
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(158
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—
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(228
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)
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—
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Income before income taxes, equity in earnings (losses) of an investee and gain on sale of real estate
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52,747
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61,723
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163,300
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176,271
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Income tax expense
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(948
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)
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(514
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)
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(3,483
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)
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(1,445
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)
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Equity in earnings (losses) of an investee
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13
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(24
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)
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107
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71
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Income before gain on sale of real estate
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51,812
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61,185
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159,924
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174,897
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Gain on sale of real estate
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—
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—
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—
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11,015
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Net income
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51,812
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61,185
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159,924
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185,912
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Other comprehensive income (loss):
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Unrealized gain (loss) on investment securities
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14,032
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(15,458
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51,253
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(7,832
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)
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Equity interest in investee’s unrealized gains (losses)
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80
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(72
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)
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175
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(91
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)
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Other comprehensive income (loss)
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14,112
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(15,530
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)
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51,428
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(7,923
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)
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Comprehensive income
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$
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65,924
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$
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45,655
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$
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211,352
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$
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177,989
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Net income
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$
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51,812
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$
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61,185
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$
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159,924
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$
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185,912
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Preferred distributions
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(5,166
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)
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(5,166
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)
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(15,498
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)
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(15,498
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)
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Net income available for common shareholders
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$
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46,646
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$
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56,019
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$
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144,426
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$
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170,414
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Weighted average common shares outstanding (basic)
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157,217
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151,359
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153,357
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150,476
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Weighted average common shares outstanding (diluted)
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157,263
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151,386
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153,390
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150,863
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Net income available for common shareholders per common share:
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Basic and diluted
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$
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0.30
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$
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0.37
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$
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0.94
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$
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1.13
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For the Nine Months Ended September 30,
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2016
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2015
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Cash flows from operating activities:
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Net income
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$
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159,924
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$
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185,912
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Adjustments to reconcile net income to cash provided by operating activities:
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Depreciation and amortization
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266,192
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243,812
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Amortization of debt issuance costs and debt discounts as interest
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6,114
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4,374
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Straight line rental income
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(10,377
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)
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(5,807
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)
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Security deposits received or replenished
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34,945
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20,098
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FF&E reserve income and deposits
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(57,890
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)
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(51,840
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)
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Loss on early extinguishment of debt
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228
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—
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Equity in earnings of an investee
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(107
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)
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(71
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)
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Gain on sale of real estate
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—
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(11,015
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)
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Other non-cash (income) expense, net
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(2,298
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)
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650
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Changes in assets and liabilities:
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Due from related persons
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(1,909
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)
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(1,629
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)
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Other assets
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(8,284
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)
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(7,479
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)
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Accounts payable and other liabilities
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(20,823
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)
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(19,838
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)
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Due to related persons
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(5,637
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)
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17,739
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Net cash provided by operating activities
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360,078
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374,906
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Cash flows from investing activities:
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Real estate acquisitions and deposits
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(206,745
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)
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(380,926
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Real estate improvements
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(122,239
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)
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(172,627
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)
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FF&E reserve escrow fundings
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(2,265
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)
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(6,505
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)
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Investment in The RMR Group Inc.
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—
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(15,196
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)
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Net cash used in investing activities
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(331,249
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)
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(575,254
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)
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Cash flows from financing activities:
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Proceeds from issuance of common shares, net
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371,956
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—
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Proceeds from issuance of senior unsecured notes, net of discounts
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737,612
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—
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Repayment of senior unsecured notes
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(575,000
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)
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—
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Borrowings under unsecured revolving credit facility
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643,000
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611,000
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Repayments of unsecured revolving credit facility
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(958,000
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)
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(175,000
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)
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Payment of debt issuance costs
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(6,106
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)
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(5
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)
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Repurchase of common shares
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(583
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)
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(419
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)
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Distributions to preferred shareholders
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(15,498
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)
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(15,497
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)
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Distributions to common shareholders
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(230,358
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)
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(224,190
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)
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Net cash (used in) provided by financing activities
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(32,977
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)
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195,889
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Decrease in cash and cash equivalents
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(4,148
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)
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(4,459
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)
|
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Cash and cash equivalents at beginning of period
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13,682
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11,834
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Cash and cash equivalents at end of period
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$
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9,534
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|
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$
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7,375
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Supplemental cash flow information:
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Cash paid for interest
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$
|
137,007
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|
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$
|
119,885
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Cash paid for income taxes
|
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2,464
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2,289
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|
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Non-cash investing activities:
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|
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Hotel managers’ deposits in FF&E reserve
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$
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55,518
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$
|
49,774
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Hotel managers’ purchases with FF&E reserve
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(48,388
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)
|
|
(45,965
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)
|
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Investment in The RMR Group Inc. paid in common shares
|
|
—
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|
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43,285
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|
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Real estate acquisitions
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—
|
|
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(45,042
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)
|
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Sales of real estate
|
|
—
|
|
|
45,042
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|
|
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For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
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2016
|
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2015
|
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2016
|
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2015
|
||||
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(in thousands)
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||||||||||
Weighted average common shares for basic earnings per share
|
|
157,217
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|
151,359
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153,357
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|
150,476
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Effect of dilutive securities:
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|
|
|
|
|
|
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|
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Contingently issuable common shares
|
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—
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|
|
—
|
|
|
—
|
|
|
360
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Unvested share awards
|
|
46
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|
|
27
|
|
|
33
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|
|
27
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|
Weighted average common shares for diluted earnings per share
|
|
157,263
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|
|
151,386
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|
|
153,390
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|
|
150,863
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Acquisition Date
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Location
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Purchase Price
(1)
|
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Land
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Land Improvements
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Building and Improvements
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Furniture, Fixtures and Equipment
|
||||||||||
2/1/2016
|
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Various
(2) (3)
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|
$
|
12,000
|
|
|
$
|
1,953
|
|
|
$
|
654
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|
|
$
|
8,153
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|
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$
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1,240
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|
3/16/2016
|
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Portland, OR
(2) (4)
|
|
114,000
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|
|
5,657
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|
3
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|
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100,535
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|
|
7,805
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|
|||||
3/31/2016
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Hillsboro, TX
(5)
|
|
19,683
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|
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4,834
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|
|
4,196
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|
|
10,653
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|
|
—
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|
|||||
6/22/2016
|
|
Various
(6)
|
|
23,876
|
|
|
3,170
|
|
|
9,280
|
|
|
11,426
|
|
|
—
|
|
|||||
6/30/2016
|
|
Wilmington, IL
(7)
|
|
22,297
|
|
|
6,523
|
|
|
3,364
|
|
|
12,410
|
|
|
—
|
|
|||||
9/14/2016
|
|
Holbrook, AZ
(8)
|
|
325
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
9/30/2016
|
|
Caryville, TN
(9)
|
|
16,557
|
|
|
2,068
|
|
|
6,082
|
|
|
8,407
|
|
|
—
|
|
|||||
|
|
|
|
$
|
208,738
|
|
|
$
|
24,530
|
|
|
$
|
23,579
|
|
|
$
|
151,584
|
|
|
$
|
9,045
|
|
(1)
|
Excludes acquisition related costs.
|
(2)
|
We accounted for these transactions as business combinations. The pro forma impact of including the results of operations of these acquisitions from the beginning of the year is not material to our condensed consolidated financial statements.
|
(3)
|
On February 1, 2016, we acquired
two
extended stay hotels with
262
suites located in Cleveland and Westlake, OH for an aggregate purchase price of
$12,000
. We converted these hotels to the Sonesta ES Suites
®
brand and entered management agreements for these hotels with Sonesta International Hotels Corporation, or Sonesta. See Notes 10 and 11 for further information regarding our Sonesta agreements.
|
(4)
|
On March 16, 2016, we acquired the Kimpton Hotel Monaco, a full service lifestyle hotel with
221
rooms located in Portland, OR, for a purchase price of
$114,000
. We added this hotel to our agreement with InterContinental Hotels Group, plc, or InterContinental. See Note 11 for further information regarding our InterContinental agreement.
|
(5)
|
On March 31, 2016, we acquired a newly developed travel center located in Hillsboro, TX for
$19,683
. We added this TA
®
branded travel center to our TA No. 4 lease. See Notes 10 and 11 for further information regarding this transaction and our TA leases. We accounted for this transaction as an asset acquisition.
|
(6)
|
On June 22, 2016, we acquired
two
travel centers located in Remington and Brazil, IN for an aggregate purchase price of
$23,876
. We added these Petro Stopping Centers
®
branded travel centers to our TA No. 1 and No. 3 leases, respectively. See Notes 10 and 11 for further information regarding these transactions and our TA leases. We accounted for these transactions as asset acquisitions.
|
(7)
|
On June 30, 2016, we acquired a newly developed travel center located in Wilmington, IL for
$22,297
. We added this Petro Stopping Centers
®
branded travel center to our TA No. 2 lease. See Notes 10 and 11 for further information regarding this transaction and our TA leases. We accounted for this transaction as an asset acquisition.
|
(8)
|
On September 14, 2016, we acquired land adjacent to a travel center that we own in Holbrook, AZ for
$325
. We added this property to our TA No. 4 lease. See Notes 10 and 11 for further information regarding this transaction and our TA leases. We accounted for this transaction as an asset acquisition. We capitalized acquisition related costs of
$7
related to this transaction.
|
(9)
|
On September 30, 2016, we acquired a newly developed travel center located in Caryville, TN for
$16,557
. We added this TA
®
branded travel center to our TA No. 2 lease. See Notes 10 and 11 for further information regarding this transaction and our TA leases. We accounted for this transaction as an asset acquisition.
|
|
|
For the Three Months Ended September 30, 2016
|
||||||||||||||
|
|
Hotels
|
|
Travel Centers
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Hotel operating revenues
|
|
$
|
464,173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
464,173
|
|
Rental income
|
|
8,412
|
|
|
69,866
|
|
|
—
|
|
|
78,278
|
|
||||
FF&E reserve income
|
|
1,065
|
|
|
—
|
|
|
—
|
|
|
1,065
|
|
||||
Total revenues
|
|
473,650
|
|
|
69,866
|
|
|
—
|
|
|
543,516
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotel operating expenses
|
|
322,012
|
|
|
—
|
|
|
—
|
|
|
322,012
|
|
||||
Depreciation and amortization
|
|
56,397
|
|
|
33,742
|
|
|
—
|
|
|
90,139
|
|
||||
General and administrative
|
|
—
|
|
|
—
|
|
|
37,739
|
|
|
37,739
|
|
||||
Acquisition related costs
|
|
156
|
|
|
—
|
|
|
—
|
|
|
156
|
|
||||
Total expenses
|
|
378,565
|
|
|
33,742
|
|
|
37,739
|
|
|
450,046
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
95,085
|
|
|
36,124
|
|
|
(37,739
|
)
|
|
93,470
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Dividend income
|
|
—
|
|
|
—
|
|
|
626
|
|
|
626
|
|
||||
Interest income
|
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
(41,280
|
)
|
|
(41,280
|
)
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
||||
Income (loss) before income taxes and equity in earnings of an investee
|
|
95,085
|
|
|
36,124
|
|
|
(78,462
|
)
|
|
52,747
|
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(948
|
)
|
|
(948
|
)
|
||||
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
Net income (loss)
|
|
$
|
95,085
|
|
|
$
|
36,124
|
|
|
$
|
(79,397
|
)
|
|
$
|
51,812
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||
|
|
Hotels
|
|
Travel Centers
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Hotel operating revenues
|
|
$
|
1,332,586
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,332,586
|
|
Rental income
|
|
24,880
|
|
|
206,950
|
|
|
—
|
|
|
231,830
|
|
||||
FF&E reserve income
|
|
3,517
|
|
|
—
|
|
|
—
|
|
|
3,517
|
|
||||
Total revenues
|
|
1,360,983
|
|
|
206,950
|
|
|
—
|
|
|
1,567,933
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotel operating expenses
|
|
923,239
|
|
|
—
|
|
|
—
|
|
|
923,239
|
|
||||
Depreciation and amortization
|
|
167,485
|
|
|
98,707
|
|
|
—
|
|
|
266,192
|
|
||||
General and administrative
|
|
—
|
|
|
—
|
|
|
91,127
|
|
|
91,127
|
|
||||
Acquisition related costs
|
|
885
|
|
|
—
|
|
|
—
|
|
|
885
|
|
||||
Total expenses
|
|
1,091,609
|
|
|
98,707
|
|
|
91,127
|
|
|
1,281,443
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
269,374
|
|
|
108,243
|
|
|
(91,127
|
)
|
|
286,490
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Dividend income
|
|
—
|
|
|
—
|
|
|
1,375
|
|
|
1,375
|
|
||||
Interest income
|
|
—
|
|
|
—
|
|
|
227
|
|
|
227
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
(124,564
|
)
|
|
(124,564
|
)
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
(228
|
)
|
||||
Income (loss) before income taxes and equity in earnings of an investee
|
|
269,374
|
|
|
108,243
|
|
|
(214,317
|
)
|
|
163,300
|
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(3,483
|
)
|
|
(3,483
|
)
|
||||
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
107
|
|
|
107
|
|
||||
Net income (loss)
|
|
$
|
269,374
|
|
|
$
|
108,243
|
|
|
$
|
(217,693
|
)
|
|
$
|
159,924
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of September 30, 2016
|
||||||||||||||
|
|
Hotels
|
|
Travel Centers
|
|
Corporate
|
|
Consolidated
|
||||||||
Total assets
|
|
$
|
3,965,330
|
|
|
$
|
2,504,865
|
|
|
$
|
115,937
|
|
|
$
|
6,586,132
|
|
|
|
For the Three Months Ended September 30, 2015
|
||||||||||||||
|
|
Hotels
|
|
Travel Centers
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Hotel operating revenues
|
|
$
|
437,171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
437,171
|
|
Rental income
|
|
8,199
|
|
|
65,548
|
|
|
—
|
|
|
73,747
|
|
||||
FF&E reserve income
|
|
968
|
|
|
—
|
|
|
—
|
|
|
968
|
|
||||
Total revenues
|
|
446,338
|
|
|
65,548
|
|
|
—
|
|
|
511,886
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotel operating expenses
|
|
308,603
|
|
|
—
|
|
|
—
|
|
|
308,603
|
|
||||
Depreciation and amortization
|
|
54,100
|
|
|
30,161
|
|
|
—
|
|
|
84,261
|
|
||||
General and administrative
|
|
—
|
|
|
—
|
|
|
19,831
|
|
|
19,831
|
|
||||
Acquisition related costs
|
|
851
|
|
|
—
|
|
|
—
|
|
|
851
|
|
||||
Total expenses
|
|
363,554
|
|
|
30,161
|
|
|
19,831
|
|
|
413,546
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
82,784
|
|
|
35,387
|
|
|
(19,831
|
)
|
|
98,340
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
(36,628
|
)
|
|
(36,628
|
)
|
||||
Income (loss) before income taxes and equity in losses of an investee
|
|
82,784
|
|
|
35,387
|
|
|
(56,448
|
)
|
|
61,723
|
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(514
|
)
|
|
(514
|
)
|
||||
Equity in losses of an investee
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
||||
Net income (loss)
|
|
$
|
82,784
|
|
|
$
|
35,387
|
|
|
$
|
(56,986
|
)
|
|
$
|
61,185
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||
|
|
Hotels
|
|
Travel Centers
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Hotel operating revenues
|
|
$
|
1,243,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,243,744
|
|
Rental income
|
|
24,339
|
|
|
183,222
|
|
|
—
|
|
|
207,561
|
|
||||
FF&E reserve income
|
|
3,159
|
|
|
—
|
|
|
—
|
|
|
3,159
|
|
||||
Total revenues
|
|
1,271,242
|
|
|
183,222
|
|
|
—
|
|
|
1,454,464
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotel operating expenses
|
|
870,689
|
|
|
—
|
|
|
—
|
|
|
870,689
|
|
||||
Depreciation and amortization
|
|
159,421
|
|
|
84,391
|
|
|
—
|
|
|
243,812
|
|
||||
General and administrative
|
|
—
|
|
|
—
|
|
|
53,820
|
|
|
53,820
|
|
||||
Acquisition related costs
|
|
1,986
|
|
|
—
|
|
|
—
|
|
|
1,986
|
|
||||
Total expenses
|
|
1,032,096
|
|
|
84,391
|
|
|
53,820
|
|
|
1,170,307
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
239,146
|
|
|
98,831
|
|
|
(53,820
|
)
|
|
284,157
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
(107,918
|
)
|
|
(107,918
|
)
|
||||
Income (loss) before income taxes, equity in earnings of an investee and gain on sale of real estate
|
|
239,146
|
|
|
98,831
|
|
|
(161,706
|
)
|
|
176,271
|
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(1,445
|
)
|
|
(1,445
|
)
|
||||
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
||||
Income (loss) before gain on sale of real estate
|
|
239,146
|
|
|
98,831
|
|
|
(163,080
|
)
|
|
174,897
|
|
||||
Gain on sale of real estate
|
|
—
|
|
|
11,015
|
|
|
—
|
|
|
11,015
|
|
||||
Net income (loss)
|
|
$
|
239,146
|
|
|
$
|
109,846
|
|
|
$
|
(163,080
|
)
|
|
$
|
185,912
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Hotels
|
|
Travel Centers
|
|
Corporate
|
|
Consolidated
|
||||||||
Total assets
|
|
$
|
3,892,316
|
|
|
$
|
2,440,393
|
|
|
$
|
62,088
|
|
|
$
|
6,394,797
|
|
•
|
On March 31, 2016, we purchased
one
of the development properties from TA for
$19,683
and we and TA amended our TA No. 4 agreement to add this property and our annual minimum rent under our TA No. 4 agreement increased by
$1,673
.
|
•
|
On June 22, 2016, we purchased
two
existing travel centers then owned by TA for an aggregate of
$23,876
and we and TA amended our TA No. 1 agreement and TA No. 3 agreement to add these properties, respectively, and our annual minimum rent under our TA No. 1 agreement and TA No. 3 agreement increased by
$1,121
and
$908
, respectively. We and TA also amended our TA No. 5 agreement to extend its term to 2032.
|
•
|
On June 30, 2016, we purchased
one
of the development properties from TA for
$22,297
and we and TA amended our TA No. 2 agreement to add this property and our annual minimum rent under our TA No. 2 agreement increased by
$1,895
.
|
•
|
On September 30, 2016, we purchased
one
of the
two
remaining development properties from TA for $
16,557
and we and TA amended our TA No. 2 agreement to add this property and our annual minimum rent under our TA No. 2 agreement increased by $
1,407
.
|
•
|
We currently expect to purchase the
one
remaining development property from TA in the first quarter of 2017 at a purchase price equal to its development cost not to exceed
$29,000
.
|
|
|
Number of Travel Centers
|
|
Initial Term End
(1)
|
|
Minimum Annual Rent as of September 30, 2016
|
|
Deferred Rent
(2)
(3) (4)
|
||||
TA No. 1 Lease
|
|
40
|
|
December 31, 2029
|
|
$
|
50,885
|
|
|
$
|
27,421
|
|
TA No. 2 Lease
|
|
40
|
|
December 31, 2028
|
|
51,696
|
|
|
29,107
|
|
||
TA No. 3 Lease
|
|
39
|
|
December 31, 2026
|
|
52,262
|
|
|
29,324
|
|
||
TA No. 4 Lease
|
|
39
|
|
December 31, 2030
|
|
49,629
|
|
|
21,233
|
|
||
TA No. 5 Lease
|
|
40
|
|
June 30, 2032
|
|
66,685
|
|
|
42,915
|
|
||
|
|
198
|
|
|
|
$
|
271,157
|
|
|
$
|
150,000
|
|
(1)
|
TA has
two
renewal options of
15
years each under each of our TA leases.
|
(2)
|
Deferred rent for the TA Nos. 1, 2, 3 and 4 leases is due and payable on the respective initial term end dates noted above.
|
(3)
|
Deferred rent for the TA No. 5 lease is due and payable on June 30, 2024.
|
(4)
|
Deferred rent is subject to acceleration at our option upon an uncured default by, or a change in control of, TA.
|
|
|
|
|
|
Fair Value at September 30, 2016 Using
|
|||||||||||
|
|
|
|
Quoted Prices in
|
|
|
|
|
||||||||
|
|
|
|
Active Markets for
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
Carrying Value at
|
|
Identical Assets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
||||||||
Description
|
|
September 30, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Investment in TA
(1)
|
|
$
|
24,487
|
|
|
$
|
24,487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment in RMR Inc.
(2)
|
|
$
|
94,993
|
|
|
$
|
94,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Our
3,420,000
common shares of TA, which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is
$17,407
as of
September 30, 2016
. The unrealized gain of
$7,080
for these shares as of
September 30, 2016
is included in cumulative other comprehensive income (loss) in our condensed consolidated balance sheets.
|
(2)
|
Our
2,503,777
shares of class A common stock of RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is
$66,374
as of
September 30, 2016
. The unrealized gain of
$28,619
for these shares as of
September 30, 2016
is included in cumulative other comprehensive income (loss) in our condensed consolidated balance sheets.
|
(1)
|
Carrying value includes unamortized discounts and certain issuance costs.
|
(2)
|
These senior notes were redeemed at par plus accrued interest in March 2016.
|
(3)
|
These senior notes were redeemed at par plus accrued interest in September 2016.
|
(4)
|
These senior notes were issued in February 2016.
|
|
|
For the Three Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
|
Increase
|
|
% Increase
|
|||||||
|
|
2016
|
|
2015
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotel operating revenues
|
|
$
|
464,173
|
|
|
$
|
437,171
|
|
|
$
|
27,002
|
|
|
6.2
|
%
|
Rental income - hotels
|
|
8,412
|
|
|
8,199
|
|
|
213
|
|
|
2.6
|
%
|
|||
Rental income - travel centers
|
|
69,866
|
|
|
65,548
|
|
|
4,318
|
|
|
6.6
|
%
|
|||
Total rental income
|
|
78,278
|
|
|
73,747
|
|
|
4,531
|
|
|
6.1
|
%
|
|||
FF&E reserve income
|
|
1,065
|
|
|
968
|
|
|
97
|
|
|
10.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Hotel operating expenses
|
|
322,012
|
|
|
308,603
|
|
|
13,409
|
|
|
4.3
|
%
|
|||
Depreciation and amortization - hotels
|
|
56,397
|
|
|
54,100
|
|
|
2,297
|
|
|
4.2
|
%
|
|||
Depreciation and amortization - travel centers
|
|
33,742
|
|
|
30,161
|
|
|
3,581
|
|
|
11.9
|
%
|
|||
Total depreciation and amortization
|
|
90,139
|
|
|
84,261
|
|
|
5,878
|
|
|
7.0
|
%
|
|||
General and administrative
|
|
37,739
|
|
|
19,831
|
|
|
17,908
|
|
|
90.3
|
%
|
|||
Acquisition related costs
|
|
156
|
|
|
851
|
|
|
(695
|
)
|
|
(81.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
93,470
|
|
|
98,340
|
|
|
(4,870
|
)
|
|
(5.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Dividend income
|
|
626
|
|
|
—
|
|
|
626
|
|
|
n/m
|
|
|||
Interest income
|
|
89
|
|
|
11
|
|
|
78
|
|
|
709.1
|
%
|
|||
Interest expense
|
|
(41,280
|
)
|
|
(36,628
|
)
|
|
(4,652
|
)
|
|
12.7
|
%
|
|||
Loss on early extinguishment of debt
|
|
(158
|
)
|
|
—
|
|
|
(158
|
)
|
|
n/m
|
|
|||
Income before income taxes and equity earnings (losses) of an investee
|
|
52,747
|
|
|
61,723
|
|
|
(8,976
|
)
|
|
(14.5
|
)%
|
|||
Income tax expense
|
|
(948
|
)
|
|
(514
|
)
|
|
(434
|
)
|
|
84.4
|
%
|
|||
Equity in earnings (losses) of an investee
|
|
13
|
|
|
(24
|
)
|
|
37
|
|
|
n/m
|
|
|||
Net income
|
|
51,812
|
|
|
61,185
|
|
|
(9,373
|
)
|
|
(15.3
|
)%
|
|||
Preferred distributions
|
|
(5,166
|
)
|
|
(5,166
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net income available for common shareholders
|
|
$
|
46,646
|
|
|
$
|
56,019
|
|
|
$
|
(9,373
|
)
|
|
(16.7
|
)%
|
|
|
|
|
|
|
—
|
|
|
|
||||||
Weighted average shares outstanding (basic)
|
|
157,217
|
|
|
151,359
|
|
|
5,858
|
|
|
3.9
|
%
|
|||
Weighted average shares outstanding (diluted)
|
|
157,263
|
|
|
151,386
|
|
|
5,877
|
|
|
3.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income available for common shareholders per common share (basic and diluted)
|
|
$
|
0.30
|
|
|
$
|
0.37
|
|
|
$
|
(0.07
|
)
|
|
(18.9
|
)%
|
|
|
For the Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
|
Increase
|
|
% Increase
|
|||||||
|
|
2016
|
|
2015
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||
Hotel operating revenues
|
|
$
|
1,332,586
|
|
|
$
|
1,243,744
|
|
|
$
|
88,842
|
|
|
7.1
|
%
|
Rental income - hotels
|
|
24,880
|
|
|
24,339
|
|
|
541
|
|
|
2.2
|
%
|
|||
Rental income - travel centers
|
|
206,950
|
|
|
183,222
|
|
|
23,728
|
|
|
13.0
|
%
|
|||
Total rental income
|
|
231,830
|
|
|
207,561
|
|
|
24,269
|
|
|
11.7
|
%
|
|||
FF&E reserve income
|
|
3,517
|
|
|
3,159
|
|
|
358
|
|
|
11.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Hotel operating expenses
|
|
923,239
|
|
|
870,689
|
|
|
52,550
|
|
|
6.0
|
%
|
|||
Depreciation and amortization - hotels
|
|
167,485
|
|
|
159,421
|
|
|
8,064
|
|
|
5.1
|
%
|
|||
Depreciation and amortization - travel centers
|
|
98,707
|
|
|
84,391
|
|
|
14,316
|
|
|
17.0
|
%
|
|||
Total depreciation and amortization
|
|
266,192
|
|
|
243,812
|
|
|
22,380
|
|
|
9.2
|
%
|
|||
General and administrative
|
|
91,127
|
|
|
53,820
|
|
|
37,307
|
|
|
69.3
|
%
|
|||
Acquisition related costs
|
|
885
|
|
|
1,986
|
|
|
(1,101
|
)
|
|
(55.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
286,490
|
|
|
284,157
|
|
|
2,333
|
|
|
0.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Dividend income
|
|
1,375
|
|
|
—
|
|
|
1,375
|
|
|
n/m
|
|
|||
Interest income
|
|
227
|
|
|
32
|
|
|
195
|
|
|
609.4
|
%
|
|||
Interest expense
|
|
(124,564
|
)
|
|
(107,918
|
)
|
|
(16,646
|
)
|
|
15.4
|
%
|
|||
Loss on early extinguishment of debt
|
|
(228
|
)
|
|
—
|
|
|
(228
|
)
|
|
n/m
|
|
|||
Income before income taxes, equity earnings of an investee and gain on sale of real estate
|
|
163,300
|
|
|
176,271
|
|
|
(12,971
|
)
|
|
(7.4
|
)%
|
|||
Income tax expense
|
|
(3,483
|
)
|
|
(1,445
|
)
|
|
(2,038
|
)
|
|
141.0
|
%
|
|||
Equity in earnings of an investee
|
|
107
|
|
|
71
|
|
|
36
|
|
|
50.7
|
%
|
|||
Income before gain on sale of real estate
|
|
159,924
|
|
|
174,897
|
|
|
(14,973
|
)
|
|
(8.6
|
)%
|
|||
Gain on sale of real estate
|
|
—
|
|
|
11,015
|
|
|
(11,015
|
)
|
|
n/m
|
|
|||
Net income
|
|
159,924
|
|
|
185,912
|
|
|
(25,988
|
)
|
|
(14.0
|
)%
|
|||
Preferred distributions
|
|
(15,498
|
)
|
|
(15,498
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net income available for common shareholders
|
|
$
|
144,426
|
|
|
$
|
170,414
|
|
|
$
|
(25,988
|
)
|
|
(15.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Weighted average shares outstanding (basic)
|
|
153,357
|
|
|
150,476
|
|
|
2,881
|
|
|
1.9
|
%
|
|||
Weighted average shares outstanding (diluted)
|
|
153,390
|
|
|
150,863
|
|
|
2,527
|
|
|
1.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income available for common shareholders per common share (basic and diluted)
|
|
$
|
0.94
|
|
|
$
|
1.13
|
|
|
$
|
(0.19
|
)
|
|
(16.8
|
)%
|
•
|
During the
nine
months ended
September 30, 2016
, we funded
$2,265
for capital improvements to hotels included in our Marriott No. 1 agreement using cash on hand and borrowings under our revolving credit facility. We currently expect to fund
$750
for capital improvements under this agreement during the
2016
fourth quarter using cash on hand or borrowings under our revolving credit facility. As we fund these improvements, the annual minimum returns payable to us increase.
|
•
|
We did not make any fundings for capital improvements to hotels under our Marriott No. 234 agreement during the
nine
months ended
September 30, 2016
. We currently expect to fund
$9,000
for capital improvements under this agreement during the
2016
fourth quarter using cash on hand or borrowings under our revolving credit facility. As we fund these improvements, the annual minimum returns payable to us increase.
|
•
|
We did not make any fundings for capital improvements to hotels under our InterContinental agreement during the
nine
months ended
September 30, 2016
. We currently expect to fund
$17,500
for capital improvements under this agreement during the
2016
fourth quarter using cash on hand or borrowings under our revolving credit facility. As we fund these improvements, the annual minimum returns payable to us increase.
|
•
|
Our Sonesta agreement does not require FF&E escrow deposits. Under our Sonesta agreement, we are required to fund capital expenditures made at our hotels. During the
nine
months ended
September 30, 2016
, we funded
$44,017
for capital improvements to hotels included in our Sonesta agreement using cash on hand and borrowings under our revolving credit facility. We currently expect to fund
$23,860
for capital improvements under this agreement during the
2016
fourth quarter using cash on hand or borrowings under our revolving credit facility. As we fund these improvements, the annual minimum returns payable to us increase to the extent amounts funded exceed threshold amounts, as defined in our Sonesta agreement.
|
•
|
Our Wyndham agreement requires FF&E escrow deposits only if there are excess cash flows after payment of our minimum returns. No FF&E escrow deposits were required during the
nine
months ended
September 30, 2016
. During the
nine
months ended
September 30, 2016
, we funded
$2,439
for capital improvements to hotels included in our Wyndham agreement using cash on hand or borrowings under our revolving credit facility. We currently expect to fund
$2,000
for capital improvements under this agreement during the
2016
fourth quarter using cash on hand or borrowings under our revolving credit facility. As we fund these improvements, the minimum returns payable to us increase.
|
|
|
|
|
|
|
|
|
|
|
Rent / Return Coverage
(3)
|
||||||||||||
|
|
|
|
Number of
|
|
|
|
Annual
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||
Operating Agreement
|
|
Number of
|
|
Rooms /
|
|
|
|
Minimum
|
|
September 30,
|
|
September 30,
|
||||||||||
Reference Name
|
|
Properties
|
|
Suites
|
|
Investment
(1)
|
|
Return/Rent
(2)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
Marriott (No. 1)
(4)
|
|
53
|
|
|
7,610
|
|
|
$
|
690,765
|
|
|
$
|
68,583
|
|
|
1.59x
|
|
1.56x
|
|
1.39x
|
|
1.29x
|
Marriott (No. 234)
(5)
|
|
68
|
|
|
9,120
|
|
|
1,000,439
|
|
|
106,243
|
|
|
1.23x
|
|
1.20x
|
|
1.13x
|
|
1.07x
|
||
Marriott (No. 5)
(6)
|
|
1
|
|
|
356
|
|
|
90,078
|
|
|
10,116
|
|
|
0.89x
|
|
0.45x
|
|
0.73x
|
|
0.51x
|
||
Subtotal / Average Marriott
|
|
122
|
|
|
17,086
|
|
|
1,781,282
|
|
|
184,942
|
|
|
1.34x
|
|
1.29x
|
|
1.21x
|
|
1.12x
|
||
InterContinental
(7)
|
|
94
|
|
|
14,403
|
|
|
1,677,641
|
|
|
160,338
|
|
|
1.35x
|
|
1.26x
|
|
1.22x
|
|
1.18x
|
||
Sonesta
(8)
|
|
33
|
|
|
6,093
|
|
|
1,140,710
|
|
|
85,964
|
|
|
0.88x
|
|
0.69x
|
|
0.73x
|
|
0.70x
|
||
Wyndham
(9)
|
|
22
|
|
|
3,579
|
|
|
384,354
|
|
|
28,171
|
|
|
1.17x
|
|
1.09x
|
|
0.94x
|
|
0.87x
|
||
Hyatt
(10)
|
|
22
|
|
|
2,724
|
|
|
301,942
|
|
|
22,037
|
|
|
1.12x
|
|
1.17x
|
|
1.17x
|
|
1.04x
|
||
Carlson
(11)
|
|
11
|
|
|
2,090
|
|
|
209,895
|
|
|
12,920
|
|
|
1.72x
|
|
1.55x
|
|
1.27x
|
|
1.30x
|
||
Morgans
(12)
|
|
1
|
|
|
372
|
|
|
120,000
|
|
|
7,595
|
|
|
1.13x
|
|
1.63x
|
|
1.07x
|
|
1.09x
|
||
Subtotal / Average Hotels
|
|
305
|
|
|
46,347
|
|
|
5,615,824
|
|
|
501,967
|
|
|
1.25x
|
|
1.18x
|
|
1.11x
|
|
1.06x
|
||
TA (No. 1)
(13)
|
|
40
|
|
|
N/A
|
|
|
654,945
|
|
|
50,885
|
|
|
1.88x
|
|
1.78x
|
|
1.68x
|
|
1.85x
|
||
TA (No. 2)
(14)
|
|
40
|
|
|
N/A
|
|
|
657,701
|
|
|
51,696
|
|
|
1.73x
|
|
1.78x
|
|
1.53x
|
|
1.94x
|
||
TA (No. 3)
(15)
|
|
39
|
|
|
N/A
|
|
|
615,505
|
|
|
52,262
|
|
|
1.83x
|
|
1.72x
|
|
1.58x
|
|
1.97x
|
||
TA (No. 4)
(16)
|
|
39
|
|
|
N/A
|
|
|
562,563
|
|
|
49,629
|
|
|
1.78x
|
|
1.76x
|
|
1.56x
|
|
1.97x
|
||
TA (No. 5)
(17)
|
|
40
|
|
|
N/A
|
|
|
852,253
|
|
|
66,685
|
|
|
1.69x
|
|
1.68x
|
|
1.59x
|
|
1.87x
|
||
Subtotal / Average TA
|
|
198
|
|
|
N/A
|
|
|
3,342,967
|
|
|
271,157
|
|
|
1.78x
|
|
1.74x
|
|
1.59x
|
|
1.91x
|
||
Total / Average
|
|
503
|
|
|
46,347
|
|
|
$
|
8,958,791
|
|
|
$
|
773,124
|
|
|
1.44x
|
|
1.37x
|
|
1.28x
|
|
1.34x
|
(1)
|
Represents the historical cost of our properties plus capital improvements funded by us less impairment writedowns, if any, and excludes capital improvements made from FF&E reserves funded from hotel operations.
|
(2)
|
Each of our management agreements or leases provides for payment to us of an annual minimum return or minimum rent, respectively. Certain of these minimum payment amounts are secured by full or limited guarantees or security deposits as more fully described below. In addition, certain of our hotel management agreements provide for payment to us of additional amounts to the extent of available cash flows as defined in the management agreement. Payments of these additional amounts are not guaranteed or secured by deposits. Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments necessary to record rent on a straight line basis.
|
(3)
|
We define coverage as combined total property level revenues minus all property level expenses and FF&E reserve escrows which are not subordinated to minimum returns and minimum rent payments due to us (which data is provided to us by our managers or tenants), divided by the
|
(4)
|
We lease
53
Courtyard by Marriott
®
branded hotels in 24 states to one of our TRSs. The hotels are managed by a subsidiary of Marriott under a combination management agreement which expires in 2024; Marriott has two renewal options for 12 years each for all, but not less than all, of the hotels.
|
(5)
|
We lease
68
of our Marriott branded hotels (one full service Marriott
®
,
35
Residence Inn by Marriott
®
, 18 Courtyard by Marriott
®
,
12
TownePlace Suites by Marriott
®
and
two
SpringHill Suites by Marriott
®
hotels) in 22 states to one of our TRSs. The hotels are managed by subsidiaries of Marriott under a combination management agreement which expires in 2025; Marriott has two renewal options for 10 years each for all, but not less than all, of the hotels.
|
(6)
|
We lease one Marriott
®
branded hotel in Kauai, HI to a subsidiary of Marriott under a lease that expires in 2019. On August 31, 2016, Marriott notified us that it will not exercise its renewal option at the expiration of the current lease term ending on December 31, 2019. Marriott has four renewal options for 15 years each. This lease is guaranteed by Marriott and provides for increases in the annual minimum rent payable to us based on changes in the consumer price index.
|
(7)
|
We lease 93 InterContinental branded hotels (
19
Staybridge Suites
®
,
61
Candlewood Suites
®
, two InterContinental
®
,
seven
Crowne Plaza
®
,
three
Holiday Inn
®
and
one
Kimpton
®
Hotels & Restaurants) in 28 states in the U.S. and Ontario, Canada to one of our TRSs. These 93 hotels are managed by subsidiaries of InterContinental under a combination management agreement. We lease one additional InterContinental
®
branded hotel in Puerto Rico to a subsidiary of InterContinental. The annual minimum return amount presented in the table on page 32 includes
$7,899
of minimum rent related to the leased Puerto Rico hotel. The management agreement and the lease expire in 2036; InterContinental has two renewal options for 15 years each for all, but not less than all, of the hotels.
|
(8)
|
We lease our
33
Sonesta branded hotels (
four
Royal Sonesta Hotels
®
,
four
Sonesta Hotels & Resorts
®
and
25
Sonesta ES Suites
®
hotels) in 18 states to one of our TRSs. The hotels are managed by Sonesta under a combination management agreement which expires in 2037; Sonesta has two renewal options for 15 years each for all, but not less than all, of the hotels.
|
(9)
|
We lease our
22
Wyndham branded hotels (
six
Wyndham Hotels and Resorts
®
and
16
Hawthorn Suites
®
hotels) in 14 states to one of our TRSs. The hotels are managed by a subsidiary of Wyndham under a combination management agreement which expires in 2038; Wyndham has two renewal options for 15 years each for all, but not less than all, of the hotels. We also lease 48 vacation units in one of the hotels to Wyndham Vacation, under a lease that expires in 2037; Wyndham Vacation has two renewal options for 15 years each for all, but not less than all, of the vacation units. The lease is guaranteed by Wyndham and provides for rent increases of 3% per annum. The annual minimum return amount presented in the table on page 32 includes $1,366 of minimum rent related to the Wyndham Vacation lease.
|
(10)
|
We lease our
22
Hyatt Place
®
branded hotels in 14 states to one of our TRSs. The hotels are managed by a subsidiary of Hyatt under a combination management agreement that expires in 2030; Hyatt has two renewal options for 15 years each for all, but not less than all, of the hotels.
|
(11)
|
We lease our
11
Carlson branded hotels (
five
Radisson
®
Hotels & Resorts,
one
Park Plaza
®
Hotels & Resorts and
five
Country Inns & Suites
®
hotels) in seven states to one of our TRSs. The hotels are managed by a subsidiary of Carlson under a combination management agreement that expires in 2030; Carlson has two renewal options for 15 years each for all, but not less than all, of the hotels.
|
(12)
|
We lease the Clift Hotel, a full service hotel in San Francisco, CA, to a subsidiary of Morgans under a lease agreement that expires in 2103. The lease currently provides for annual rent to us of
$7,595
. On October 14, 2019, and on each fifth anniversary thereafter during the lease term, the rent due to us will be increased based on changes in the consumer price index with minimum increases of 10% and maximum increases of 20%. Although the contractual lease terms would qualify this lease as a direct financing lease under GAAP, we account for this lease as an operating lease due to uncertainty regarding the collection of future rent increases and we recognize rental income from this lease on a cash basis, in accordance with GAAP.
|
(13)
|
We lease
40
travel centers (36 TravelCenters of America
®
branded travel centers and four Petro Stopping Centers
®
branded travel centers) in 29 states to a subsidiary of TA under a lease that expires in 2029; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers. In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of
$27,421
is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.
|
(14)
|
We lease
40
travel centers (38 TravelCenters of America
®
branded travel centers and two Petro Stopping Centers
®
branded travel centers) in 27 states to a subsidiary of TA under a lease that expires in 2028; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers. In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of
$29,107
is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.
|
(15)
|
We lease
39
travel centers (38 TravelCenters of America
®
branded travel centers and one Petro Stopping Centers
®
branded travel center) in 29 states to a subsidiary of TA under a lease that expires in 2026; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers. In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of
$29,324
is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.
|
(16)
|
We lease
39
travel centers (37 TravelCenters of America
®
branded travel centers and two Petro Stopping Centers
®
branded travel centers) in 28 states to a subsidiary of TA under a lease that expires in 2030; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers. In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of
$21,233
is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.
|
(17)
|
We lease
40
Petro Stopping Centers
®
branded travel centers in 25 states to a subsidiary of TA under a lease that expires in 2032; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers. In addition to the payment of our minimum rent, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2012 non-fuel revenues). We have waived an aggregate of $2,500 of percentage rent as of
September 30, 2016
, the full amount we previously agreed to waive under the TA No. 5 lease. TA’s previously deferred rent of
$42,915
is due on June 30, 2024. This lease is guaranteed by TA.
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
No. of
|
|
No. of Rooms /
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
|
Hotels
|
|
Suites
|
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
ADR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marriott (No. 1)
|
|
53
|
|
|
7,610
|
|
|
$
|
134.12
|
|
|
$
|
130.38
|
|
|
2.9
|
%
|
|
$
|
133.42
|
|
|
$
|
129.15
|
|
|
3.3
|
%
|
Marriott (No. 234)
|
|
68
|
|
|
9,120
|
|
|
132.04
|
|
|
128.66
|
|
|
2.6
|
%
|
|
130.64
|
|
|
127.52
|
|
|
2.4
|
%
|
||||
Marriott (No. 5)
|
|
1
|
|
|
356
|
|
|
254.86
|
|
|
243.56
|
|
|
4.6
|
%
|
|
253.20
|
|
|
239.67
|
|
|
5.6
|
%
|
||||
Subtotal / Average Marriott
|
|
122
|
|
|
17,086
|
|
|
135.98
|
|
|
132.00
|
|
|
3.0
|
%
|
|
134.82
|
|
|
130.91
|
|
|
3.0
|
%
|
||||
InterContinental
(1)
|
|
94
|
|
|
14,403
|
|
|
116.44
|
|
|
112.68
|
|
|
3.3
|
%
|
|
116.22
|
|
|
111.73
|
|
|
4.0
|
%
|
||||
Sonesta
(1)
|
|
33
|
|
|
6,093
|
|
|
145.33
|
|
|
139.61
|
|
|
4.1
|
%
|
|
145.18
|
|
|
140.87
|
|
|
3.1
|
%
|
||||
Wyndham
|
|
22
|
|
|
3,579
|
|
|
102.00
|
|
|
100.04
|
|
|
2.0
|
%
|
|
99.18
|
|
|
97.78
|
|
|
1.4
|
%
|
||||
Hyatt
|
|
22
|
|
|
2,724
|
|
|
108.31
|
|
|
105.43
|
|
|
2.7
|
%
|
|
109.73
|
|
|
107.31
|
|
|
2.3
|
%
|
||||
Carlson
|
|
11
|
|
|
2,090
|
|
|
115.19
|
|
|
111.22
|
|
|
3.6
|
%
|
|
111.90
|
|
|
109.15
|
|
|
2.5
|
%
|
||||
Morgans
|
|
1
|
|
|
372
|
|
|
271.14
|
|
|
287.76
|
|
|
(5.8
|
%)
|
|
269.78
|
|
|
271.12
|
|
|
(0.5
|
%)
|
||||
All Hotels Total / Average
|
|
305
|
|
|
46,347
|
|
|
$
|
126.69
|
|
|
$
|
123.05
|
|
|
3.0
|
%
|
|
$
|
125.94
|
|
|
$
|
122.19
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OCCUPANCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marriott (No. 1)
|
|
53
|
|
|
7,610
|
|
|
74.7
|
%
|
|
76.6
|
%
|
|
-1.9 pts
|
|
|
72.1
|
%
|
|
72.5
|
%
|
|
-0.4 pts
|
|
||||
Marriott (No. 234)
|
|
68
|
|
|
9,120
|
|
|
78.8
|
%
|
|
78.8
|
%
|
|
0.0 pts
|
|
|
77.8
|
%
|
|
76.5
|
%
|
|
1.3 pts
|
|
||||
Marriott (No. 5)
|
|
1
|
|
|
356
|
|
|
91.8
|
%
|
|
84.0
|
%
|
|
7.8 pts
|
|
|
88.6
|
%
|
|
86.2
|
%
|
|
2.4 pts
|
|
||||
Subtotal / Average Marriott
|
|
122
|
|
|
17,086
|
|
|
77.2
|
%
|
|
77.9
|
%
|
|
-0.7 pts
|
|
|
75.5
|
%
|
|
74.9
|
%
|
|
0.6 pts
|
|
||||
InterContinental
(1)
|
|
94
|
|
|
14,403
|
|
|
86.3
|
%
|
|
86.0
|
%
|
|
0.3 pts
|
|
|
83.2
|
%
|
|
83.8
|
%
|
|
-0.6 pts
|
|
||||
Sonesta
(1)
|
|
33
|
|
|
6,093
|
|
|
72.7
|
%
|
|
70.3
|
%
|
|
2.4 pts
|
|
|
68.5
|
%
|
|
69.5
|
%
|
|
-1.0 pts
|
|
||||
Wyndham
|
|
22
|
|
|
3,579
|
|
|
77.2
|
%
|
|
75.4
|
%
|
|
1.8 pts
|
|
|
73.9
|
%
|
|
72.1
|
%
|
|
1.8 pts
|
|
||||
Hyatt
|
|
22
|
|
|
2,724
|
|
|
82.7
|
%
|
|
82.1
|
%
|
|
0.6 pts
|
|
|
82.2
|
%
|
|
80.0
|
%
|
|
2.2 pts
|
|
||||
Carlson
|
|
11
|
|
|
2,090
|
|
|
78.9
|
%
|
|
76.4
|
%
|
|
2.5 pts
|
|
|
73.7
|
%
|
|
75.1
|
%
|
|
-1.4 pts
|
|
||||
Morgans
|
|
1
|
|
|
372
|
|
|
94.3
|
%
|
|
96.5
|
%
|
|
-2.2 pts
|
|
|
94.2
|
%
|
|
92.5
|
%
|
|
1.7 pts
|
|
||||
All Hotels Total / Average
|
|
305
|
|
|
46,347
|
|
|
80.0
|
%
|
|
79.6
|
%
|
|
0.4 pts
|
|
|
77.3
|
%
|
|
77.2
|
%
|
|
0.1 pts
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
RevPAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marriott (No. 1)
|
|
53
|
|
|
7,610
|
|
|
$
|
100.19
|
|
|
$
|
99.87
|
|
|
0.3
|
%
|
|
$
|
96.20
|
|
|
$
|
93.63
|
|
|
2.7
|
%
|
Marriott (No. 234)
|
|
68
|
|
|
9,120
|
|
|
104.05
|
|
|
101.38
|
|
|
2.6
|
%
|
|
101.64
|
|
|
97.55
|
|
|
4.2
|
%
|
||||
Marriott (No. 5)
|
|
1
|
|
|
356
|
|
|
233.96
|
|
|
204.59
|
|
|
14.4
|
%
|
|
224.34
|
|
|
206.60
|
|
|
8.6
|
%
|
||||
Subtotal / Average Marriott
|
|
122
|
|
|
17,086
|
|
|
104.98
|
|
|
102.83
|
|
|
2.1
|
%
|
|
101.79
|
|
|
98.05
|
|
|
3.8
|
%
|
||||
InterContinental
(1)
|
|
94
|
|
|
14,403
|
|
|
100.49
|
|
|
96.90
|
|
|
3.7
|
%
|
|
96.70
|
|
|
93.63
|
|
|
3.3
|
%
|
||||
Sonesta
(1)
|
|
33
|
|
|
6,093
|
|
|
105.65
|
|
|
98.15
|
|
|
7.6
|
%
|
|
99.45
|
|
|
97.90
|
|
|
1.6
|
%
|
||||
Wyndham
|
|
22
|
|
|
3,579
|
|
|
78.74
|
|
|
75.43
|
|
|
4.4
|
%
|
|
73.29
|
|
|
70.50
|
|
|
4.0
|
%
|
||||
Hyatt
|
|
22
|
|
|
2,724
|
|
|
89.57
|
|
|
86.56
|
|
|
3.5
|
%
|
|
90.20
|
|
|
85.85
|
|
|
5.1
|
%
|
||||
Carlson
|
|
11
|
|
|
2,090
|
|
|
90.88
|
|
|
84.97
|
|
|
7.0
|
%
|
|
82.47
|
|
|
81.97
|
|
|
0.6
|
%
|
||||
Morgans
|
|
1
|
|
|
372
|
|
|
255.69
|
|
|
277.69
|
|
|
(7.9
|
%)
|
|
254.13
|
|
|
250.79
|
|
|
1.3
|
%
|
||||
All Hotels Total / Average
|
|
305
|
|
|
46,347
|
|
|
$
|
101.35
|
|
|
$
|
97.95
|
|
|
3.5
|
%
|
|
$
|
97.35
|
|
|
$
|
94.33
|
|
|
3.2
|
%
|
(1)
|
Operating data includes data for periods prior to our ownership of certain hotels.
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income available for common shareholders
|
|
$
|
46,646
|
|
|
$
|
56,019
|
|
|
$
|
144,426
|
|
|
$
|
170,414
|
|
|
Add (less):
|
Depreciation and amortization expense
|
|
90,139
|
|
|
84,261
|
|
|
266,192
|
|
|
243,812
|
|
||||
|
Gain on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,015
|
)
|
||||
FFO available for common shareholders
|
|
136,785
|
|
|
140,280
|
|
|
410,618
|
|
|
403,211
|
|
|||||
Add:
|
Acquisition related costs
(1)
|
|
156
|
|
|
851
|
|
|
885
|
|
|
1,986
|
|
||||
|
Estimated business management incentive fees
(2)
|
|
25,036
|
|
|
8,561
|
|
|
56,272
|
|
|
17,383
|
|
||||
|
Loss on early extinguishment of debt
|
|
158
|
|
|
—
|
|
|
228
|
|
|
—
|
|
||||
Normalized FFO available for common shareholders
|
|
$
|
162,135
|
|
|
$
|
149,692
|
|
|
$
|
468,003
|
|
|
$
|
422,580
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares outstanding (basic)
|
|
157,217
|
|
|
151,359
|
|
|
153,357
|
|
|
150,476
|
|
||||
|
Weighted average shares outstanding (diluted)
(3)
|
|
157,263
|
|
|
151,386
|
|
|
153,390
|
|
|
150,863
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted per common share amounts:
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income available for common shareholders (basic and diluted)
|
|
$
|
0.30
|
|
|
$
|
0.37
|
|
|
$
|
0.94
|
|
|
$
|
1.13
|
|
|
FFO available for common shareholders (basic)
|
|
$
|
0.87
|
|
|
$
|
0.93
|
|
|
$
|
2.68
|
|
|
$
|
2.68
|
|
|
FFO available for common shareholders (diluted)
|
|
$
|
0.87
|
|
|
$
|
0.93
|
|
|
$
|
2.68
|
|
|
$
|
2.67
|
|
|
Normalized FFO available for common shareholders (basic)
|
|
$
|
1.03
|
|
|
$
|
0.99
|
|
|
$
|
3.05
|
|
|
$
|
2.81
|
|
|
Normalized FFO available for common shareholders (diluted)
|
|
$
|
1.03
|
|
|
$
|
0.99
|
|
|
$
|
3.05
|
|
|
$
|
2.80
|
|
Distributions declared per share
|
|
$
|
0.51
|
|
|
$
|
0.50
|
|
|
$
|
1.52
|
|
|
$
|
1.49
|
|
(1)
|
Represents costs associated with our acquisition activities.
|
(2)
|
Estimated incentive fees under our business management agreement calculated based on common share total return, as defined, are included in general and administrative expense in our condensed consolidated statements of comprehensive income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, each quarter. Although we recognize this expense, if any, each quarter for purposes of calculating net income, we do not include these amounts in the calculation of Normalized FFO available for common shareholders until the fourth quarter, which is when the actual expense amount for the year is determined. Incentive fees for
2016
, if any, will be paid in cash in January
2017
.
|
(3)
|
Represents weighted average common shares adjusted to reflect the potential dilution of unvested share awards and, through May 2015, contingently issuable common shares under our business management agreement with RMR LLC.
|
Principal Balance
|
|
Annual Interest
Rate
|
|
Annual Interest
Expense
|
|
Maturity
|
|
|
Interest Payments
Due
|
|||||
$
|
350,000
|
|
|
6.700
|
%
|
|
$
|
23,450
|
|
|
2018
|
|
|
Semi-Annually
|
400,000
|
|
|
4.250
|
%
|
|
17,000
|
|
|
2021
|
|
|
Semi-Annually
|
||
500,000
|
|
|
5.000
|
%
|
|
25,000
|
|
|
2022
|
|
|
Semi-Annually
|
||
300,000
|
|
|
4.500
|
%
|
|
13,500
|
|
|
2023
|
|
|
Semi-Annually
|
||
350,000
|
|
|
4.650
|
%
|
|
16,275
|
|
|
2024
|
|
|
Semi-Annually
|
||
350,000
|
|
|
4.500
|
%
|
|
15,750
|
|
|
2025
|
|
|
Semi-Annually
|
||
350,000
|
|
|
5.250
|
%
|
|
18,375
|
|
|
2026
|
|
|
Semi-Annually
|
||
8,478
|
|
|
3.800
|
%
|
|
322
|
|
|
2027
|
(1)
|
|
Semi-Annually
|
||
$
|
2,608,478
|
|
|
|
|
|
$
|
129,672
|
|
|
|
|
|
|
(1)
|
The convertible senior notes are convertible, if certain conditions are met (including certain changes in control). Upon conversion, the holder of notes is entitled to receive cash in an amount equal to the principal amount of the notes and, to the extent the market price of our common shares then exceeds the conversion price of
$49.70
per share, subject to adjustment, at our option either cash or our common shares valued based on such market price for such excess amount. Holders of our convertible senior notes may require us to repurchase all or a portion of the notes on March 15, 2017 and March 15, 2022, or upon the occurrence of certain change in control events.
|
|
|
Impact of Increase in Interest Rates
|
|
|
|||||||||||
|
|
Interest Rate
Per Year
(1)
|
|
Outstanding
Debt
|
|
Total Interest
Expense Per Year
|
|
Annual Per Common
Share Impact
(2)
|
|||||||
At September 30, 2016
|
|
1.70
|
%
|
|
$
|
550,000
|
|
|
$
|
9,350
|
|
|
$
|
0.06
|
|
100 basis point increase
|
|
2.70
|
%
|
|
$
|
550,000
|
|
|
$
|
14,850
|
|
|
$
|
0.09
|
|
|
|
Impact of Increase in Interest Rates
|
|
|
|||||||||||
|
|
Interest Rate
Per Year
(1)
|
|
Outstanding
Debt
|
|
Total Interest
Expense Per Year
|
|
Annual Per Common
Share Impact
(2)
|
|||||||
At September 30, 2016
|
|
1.65
|
%
|
|
$
|
1,400,000
|
|
|
$
|
23,100
|
|
|
$
|
0.15
|
|
100 basis point increase
|
|
2.65
|
%
|
|
$
|
1,400,000
|
|
|
$
|
37,100
|
|
|
$
|
0.24
|
|
(1)
|
Weighted average based on the interest rates and the respective outstanding borrowings (assuming fully drawn) as of
September 30, 2016
.
|
(2)
|
Based on diluted weighted average shares outstanding for the
nine
months ended
September 30, 2016
.
|
•
|
OUR HOTEL MANAGERS’ OR TENANTS’ ABILITIES TO PAY THE CONTRACTUAL AMOUNTS OF RETURNS OR RENTS DUE TO US,
|
•
|
OUR ABILITY TO MAKE ACQUISITIONS OF PROPERTIES AND OTHER INVESTMENTS,
|
•
|
OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS,
|
•
|
OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND THE AMOUNT OF SUCH DISTRIBUTIONS,
|
•
|
OUR ABILITY TO RAISE EQUITY OR DEBT CAPITAL,
|
•
|
OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL,
|
•
|
OUR INTENT TO MAKE IMPROVEMENTS TO CERTAIN OF OUR PROPERTIES AND THE SUCCESS OF OUR HOTEL RENOVATION PROGRAM,
|
•
|
OUR ABILITY TO ENGAGE AND RETAIN QUALIFIED MANAGERS AND TENANTS FOR OUR HOTELS AND TRAVEL CENTERS ON SATISFACTORY TERMS,
|
•
|
THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY,
|
•
|
OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT,
|
•
|
OUR CREDIT RATINGS,
|
•
|
THE ABILITY OF TA TO PAY CURRENT AND DEFERRED RENT AMOUNTS DUE TO US,
|
•
|
OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP OF RMR INC.,
|
•
|
OUR EXPECTATION THAT WE BENEFIT FINANCIALLY BY PARTICIPATING IN AIC AND FROM OUR PARTICIPATION IN INSURANCE PROGRAMS ARRANGED BY AIC,
|
•
|
OUR QUALIFICATION FOR TAXATION AS A REIT, AND
|
•
|
OTHER MATTERS.
|
•
|
THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR MANAGERS AND TENANTS,
|
•
|
COMPETITION WITHIN THE REAL ESTATE, HOTEL, TRANSPORTATION AND TRAVEL CENTER INDUSTRIES, PARTICULARLY IN THOSE MARKETS IN WHICH OUR PROPERTIES ARE LOCATED,
|
•
|
COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS AFFECTING THE REAL ESTATE, HOTEL, TRANSPORTATION AND TRAVEL CENTER INDUSTRIES, ACCOUNTING RULES, TAX LAWS AND SIMILAR MATTERS,
|
•
|
LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES,
|
•
|
ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL, AND
|
•
|
ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, TA, SONESTA, RMR INC., RMR LLC, AIC AND OTHERS AFFILIATED WITH THEM.
|
•
|
OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO MAKE PAYMENTS OF PRINCIPAL AND INTEREST ON OUR INDEBTEDNESS DEPENDS UPON A NUMBER OF FACTORS, INCLUDING OUR FUTURE EARNINGS AND THE CAPITAL COSTS WE INCUR TO MAINTAIN OUR PROPERTIES. WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON AND PREFERRED SHARES AND FUTURE DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED,
|
•
|
THE SECURITY DEPOSITS WHICH WE HOLD ARE NOT IN SEGREGATED CASH ACCOUNTS OR OTHERWISE SEPARATE FROM OUR OTHER ASSETS AND LIABILITIES. ACCORDINGLY, WHEN WE RECORD INCOME BY REDUCING OUR SECURITY DEPOSIT LIABILITIES, WE DO NOT RECEIVE ANY ADDITIONAL CASH PAYMENT. BECAUSE WE DO NOT RECEIVE ANY ADDITIONAL CASH PAYMENT AS WE APPLY SECURITY DEPOSITS TO COVER PAYMENT SHORTFALLS, THE FAILURE OF OUR MANAGERS OR TENANTS TO PAY MINIMUM RETURNS OR RENTS DUE TO US MAY REDUCE OUR CASH FLOWS AND OUR ABILITY TO PAY DISTRIBUTIONS TO SHAREHOLDERS,
|
•
|
AS OF SEPTEMBER 30, 2016, APPROXIMATELY
79%
OF OUR AGGREGATE ANNUAL MINIMUM RETURNS AND RENTS WERE SECURED BY GUARANTEES OR SECURITY DEPOSITS FROM OUR MANAGERS AND TENANTS. THIS MAY IMPLY THAT THESE MINIMUM RETURNS AND RENTS WILL BE PAID. IN FACT, CERTAIN OF THESE GUARANTEES AND SECURITY DEPOSITS ARE LIMITED IN AMOUNT AND DURATION AND ALL THE GUARANTEES ARE SUBJECT TO THE GUARANTORS’ ABILITY AND WILLINGNESS TO PAY. THE BALANCE OF OUR ANNUAL MINIMUM RETURNS AND RENTS AS OF
SEPTEMBER 30, 2016
WAS NOT GUARANTEED NOR DO WE HOLD A SECURITY DEPOSIT WITH RESPECT TO THOSE AMOUNTS. WE CANNOT BE SURE OF THE FUTURE FINANCIAL PERFORMANCE OF OUR PROPERTIES AND WHETHER SUCH PERFORMANCE WILL COVER OUR MINIMUM RETURNS AND RENTS, WHETHER THE GUARANTEES OR SECURITY DEPOSITS WILL BE ADEQUATE TO COVER FUTURE SHORTFALLS IN THE MINIMUM RETURNS OR RENTS DUE TO US, OR REGARDING OUR MANAGERS’, TENANTS’ OR GUARANTORS’ FUTURE ACTIONS IF AND WHEN THE GUARANTEES AND SECURITY DEPOSITS EXPIRE OR ARE DEPLETED OR THEIR ABILITY OR WILLINGNESS TO PAY MINIMUM RETURNS AND RENTS OWED TO US,
|
•
|
WE HAVE RECENTLY RENOVATED CERTAIN HOTELS AND ARE CURRENTLY RENOVATING ADDITIONAL HOTELS. WE EXPECT TO FUND APPROXIMATELY $53.1 MILLION FOR RENOVATIONS AND OTHER CAPITAL IMPROVEMENT COSTS AT OUR HOTELS DURING THE 2016 FOURTH QUARTER. THE COST OF CAPITAL PROJECTS ASSOCIATED WITH SUCH RENOVATIONS MAY BE GREATER THAN WE NOW ANTICIPATE. WHILE OUR FUNDING OF THESE CAPITAL PROJECTS WILL CAUSE OUR CONTRACTUAL MINIMUM RETURNS TO INCREASE, THE HOTELS’ OPERATING RESULTS MAY NOT INCREASE OR MAY NOT INCREASE TO THE EXTENT THAT THE MINIMUM RETURNS INCREASE. ACCORDINGLY, COVERAGE OF OUR MINIMUM RETURNS AT THESE HOTELS MAY REMAIN DEPRESSED FOR AN EXTENDED PERIOD,
|
•
|
WE EXPECT TO PURCHASE FROM TA DURING THE 2016 FOURTH QUARTER UP TO $30.0 MILLION OF CAPITAL IMPROVEMENTS TA EXPECTS TO MAKE TO THE TRAVEL CENTERS WE LEASE TO TA. PURSUANT TO THE TERMS OF THE APPLICABLE LEASES, THE ANNUAL RENT PAYABLE TO US BY TA WILL INCREASE AS A RESULT OF ANY SUCH PURCHASES. WE MAY ULTIMATELY PURCHASE MORE OR LESS THAN THIS BUDGETED AMOUNT. TA MAY NOT REALIZE RESULTS FROM ANY OF THESE CAPITAL IMPROVEMENTS WHICH EQUAL OR EXCEED THE INCREASED ANNUAL RENTS IT WILL BE OBLIGATED TO PAY TO US, WHICH COULD INCREASE THE RISK OF TA BEING UNABLE TO PAY AMOUNTS DUE TO US,
|
•
|
HOTEL ROOM DEMAND AND TRUCKING ACTIVITY ARE OFTEN REFLECTIONS OF THE GENERAL ECONOMIC ACTIVITY IN THE COUNTRY. IF ECONOMIC ACTIVITY IN THE COUNTRY DECLINES, HOTEL ROOM DEMAND AND TRUCKING ACTIVITY MAY DECLINE AND THE OPERATING RESULTS OF OUR HOTELS AND TRAVEL CENTERS MAY DECLINE, THE FINANCIAL RESULTS OF OUR HOTEL MANAGERS AND OUR TENANTS, INCLUDING TA, MAY SUFFER AND THESE MANAGERS AND TENANTS MAY BE UNABLE TO PAY OUR RETURNS OR RENTS. ALSO, DEPRESSED OPERATING RESULTS FROM OUR PROPERTIES FOR EXTENDED PERIODS MAY RESULT IN THE OPERATORS OF SOME OR ALL OF OUR HOTELS AND OUR TRAVEL CENTERS BECOMING UNABLE OR UNWILLING TO MEET THEIR OBLIGATIONS OR THEIR GUARANTEES AND SECURITY DEPOSITS WE HOLD MAY BE EXHAUSTED,
|
•
|
IF THE CURRENT LEVEL OF COMMERCIAL ACTIVITY IN THE COUNTRY DECLINES, IF THE PRICE OF DIESEL FUEL INCREASES SIGNIFICANTLY, IF FUEL CONSERVATION MEASURES ARE INCREASED, IF FREIGHT BUSINESS IS DIRECTED AWAY FROM TRUCKING, IF TA IS UNABLE TO EFFECTIVELY COMPETE OR OPERATE ITS BUSINESS OR FOR VARIOUS OTHER REASONS, TA MAY BECOME UNABLE TO PAY CURRENT AND DEFERRED RENTS DUE TO US,
|
•
|
OUR ABILITY TO GROW OUR BUSINESS AND INCREASE OUR DISTRIBUTIONS DEPENDS IN LARGE PART UPON OUR ABILITY TO BUY PROPERTIES THAT GENERATE RETURNS OR CAN BE LEASED FOR RENTS WHICH EXCEED OUR OPERATING AND CAPITAL COSTS. WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING, MANAGEMENT CONTRACTS OR LEASE TERMS FOR NEW PROPERTIES,
|
•
|
WE HAVE AGREED TO ACQUIRE FROM AND LEASE BACK TO TA A TRAVEL CENTER WHICH TA IS DEVELOPING. WE AGREED TO PURCHASE THIS PROPERTY AT TA’S COST (INCLUDING HISTORICAL LAND COST) UP TO $29 MILLION IF THE DEVELOPMENT IS SUBSTANTIALLY COMPLETED PRIOR TO JUNE 30, 2017. TA HAS BEGUN CONSTRUCTION AT THIS TRAVEL CENTER. IT IS DIFFICULT TO ESTIMATE THE COST AND TIMING TO DEVELOP A NEW TRAVEL CENTER. CONSTRUCTION OF THE NEW TRAVEL CENTER MAY BE DELAYED FOR VARIOUS REASONS SUCH AS LABOR STRIFE, WEATHER CONDITIONS, THE UNAVAILABILITY OF CONSTRUCTION MATERIALS, ETC. THE PURCHASE AND LEASE BACK OF THIS TRAVEL CENTER MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF THE TRANSACTION MAY CHANGE,
|
•
|
CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR PENDING ACQUISITIONS AND SALES AND ANY RELATED MANAGEMENT ARRANGEMENTS WE MAY EXPECT TO ENTER INTO MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE,
|
•
|
AT
SEPTEMBER 30, 2016
, WE HAD
$9.5
MILLION OF CASH AND CASH EQUIVALENTS, $850.0 MILLION AVAILABLE UNDER OUR
$1.0
BILLION REVOLVING CREDIT FACILITY AND SECURITY DEPOSITS AND GUARANTEES COVERING SOME OF OUR MINIMUM RETURNS AND RENTS. THESE STATEMENTS
|
•
|
WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE,
|
•
|
CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CUSTOMARY CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY,
|
•
|
ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE CREDIT FACILITIES WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITIES,
|
•
|
THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOAN MAY BE INCREASED TO UP TO
$2.3
BILLION ON A COMBINED BASIS IN CERTAIN CIRCUMSTANCES; HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOAN IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH MAY NOT OCCUR,
|
•
|
THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND TERM LOAN AND THE FACILITY FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR CREDIT RATINGS. FUTURE CHANGES IN OUR CREDIT RATINGS MAY CAUSE THE INTEREST AND FEES WE PAY TO INCREASE,
|
•
|
WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS. HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET,
|
•
|
THE BUSINESS MANAGEMENT AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC HAVE CONTINUING 20 YEAR TERMS. HOWEVER, THOSE AGREEMENTS INCLUDE TERMS WHICH PERMIT EARLY TERMINATION IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, WE CANNOT BE SURE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR CONTINUING 20 YEAR TERMS OR FOR SHORTER TERMS,
|
•
|
WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING RMR LLC, RMR INC., TA, SONESTA, AIC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE, AND
|
•
|
MARRIOTT HAS NOTIFIED US THAT IT DOES NOT INTEND TO EXTEND ITS LEASE FOR OUR RESORT HOTEL ON KAUAI, HAWAII WHEN THAT LEASE EXPIRES ON DECEMBER 31, 2019 AND WE INTEND TO HAVE DISCUSSIONS WITH MARRIOTT ABOUT THE FUTURE OF THIS HOTEL. THESE STATEMENTS MAY IMPLY THAT MARRIOTT WILL NOT OPERATE THIS HOTEL IN THE FUTURE OR THAT WE MAY RECEIVE LESS CASH FLOW FROM THIS HOTEL IN THE FUTURE. OUR DISCUSSIONS WITH MARRIOTT HAVE ONLY RECENTLY BEGUN. AT THIS TIME WE CANNOT PREDICT HOW OUR DISCUSSIONS WITH MARRIOTT WILL IMPACT THE FUTURE OF THIS HOTEL. FOR EXAMPLE, THIS HOTEL MAY CONTINUE TO BE OPERATED BY MARRIOTT ON DIFFERENT CONTRACT TERMS THAN THE CURRENT LEASE, WE MAY IDENTIFY A DIFFERENT OPERATOR FOR THIS HOTEL, OR THE CASH FLOW WHICH WE RECEIVE FROM OUR OWNERSHIP OF THIS HOTEL MAY BE DIFFERENT THAN THE RENT WE NOW RECEIVE.
|
|
|
|
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|
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|
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|
|
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|
|
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Maximum
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|
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|
|
|
|
Total Number of
|
|
|
Approximate Dollar
|
|
|
|
|
|
|
|
|
Shares Purchased
|
|
|
Value of Shares that
|
|
|
Number of
|
|
|
|
|
|
as Part of Publicly
|
|
|
May Yet Be Purchased
|
|
|
Shares
|
|
Average Price
|
|
|
Announced Plans
|
|
|
Under the Plans or
|
|
Calendar Month
|
|
Purchased
(1)
|
|
Paid per Share
|
|
or Programs
|
|
Programs
|
|||
September 2016
|
|
19,677
|
|
$
|
29.64
|
|
$
|
—
|
|
$
|
—
|
Total
|
|
19,677
|
|
$
|
29.64
|
|
$
|
—
|
|
$
|
—
|
(1)
|
During September 2016, all common share purchases were made to satisfy certain of our officers’ and other RMR LLC employees’ tax withholding and payment obligations in connection with the vesting of awards of our common shares. We repurchased these shares at their fair market value based upon the closing trading price of our common shares on the repurchase date.
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
|
Composite Copy of Amended and Restated Declaration of Trust dated as of August 21, 1995, as amended to date. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.)
|
3.2
|
|
|
Articles Supplementary dated as of January 13, 2012. (Incorporated by reference to the Company’s Current Report on Form 8-K dated January 13, 2012.)
|
3.3
|
|
|
Amended and Restated Bylaws of the Company adopted September 7, 2016. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 7, 2016.)
|
4.1
|
|
|
Form of Common Share Certificate. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.)
|
4.2
|
|
|
Form of 7.125% Series D Cumulative Redeemable Preferred Share Certificate. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.)
|
4.3
|
|
|
Indenture, dated as of February 25, 1998, between the Company and State Street Bank and Trust Company. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File Number 001-11527.)
|
4.4
|
|
|
Supplemental Indenture No. 10, dated as of March 7, 2007, between the Company and U.S. Bank National Association, relating to the Company’s 3.80% Convertible Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 2, 2007, File Number 001-11527.)
|
4.5
|
|
|
Supplemental Indenture No. 11, dated as of March 12, 2007, between the Company and U.S. Bank National Association, relating to the Company’s 5.625% Senior Notes due 2017, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 7, 2007, File Number 001-11527.)
|
4.6
|
|
|
Supplemental Indenture No. 12, dated as of September 28, 2007, between the Company and U.S. Bank National Association, relating to the Company’s 6.70% Senior Notes due 2018, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File Number 001-11527.)
|
4.7
|
|
|
Supplemental Indenture No. 14, dated as of August 16, 2012, between the Company and U.S. Bank National Association, relating to the Company’s 5.000% Senior Notes due 2022, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.)
|
4.8
|
|
|
Supplemental Indenture No. 15, dated as of June 6, 2013, between the Company and U.S. Bank National Association, relating to the Company’s 4.500% Senior Notes due 2023, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.)
|
4.9
|
|
|
Supplemental Indenture No. 16, dated as of March 12, 2014, between the Company and U.S. Bank National Association, relating to the Company’s 4.650% Senior Notes due 2024, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)
|
4.10
|
|
|
Supplemental Indenture No. 17, dated as of September 12, 2014, between the Company and U.S. Bank National Association, relating to the Company’s 4.50% Senior Notes due 2025, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)
|
4.11
|
|
|
Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K dated February 3, 2016.)
|
4.12
|
|
|
First Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association, relating to the Company’s 4.25% Senior Notes due 2021, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated February 3, 2016.)
|
4.13
|
|
|
Second Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association, relating to the Company’s 5.25% Senior Notes due 2026, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated February 3, 2016.)
|
4.14
|
|
|
Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust, Barry M. Portnoy and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K dated June 5, 2015.)
|
10.1
|
|
|
Form of Share Award Agreement. (Filed herewith.)
|
10.2
|
|
|
Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated September 14, 2016, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Filed herewith.)
|
10.3
|
|
|
Sixth Amendment to Amended and Restated Lease Agreement No. 2, dated September 30, 2016, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 30, 2016.)
|
10.4
|
|
|
Development Property Agreement, dated September 30, 2016, between HPT TA Properties Trust and TA Operating LLC. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 30, 2016.)
|
12.1
|
|
|
Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.)
|
12.2
|
|
|
Computation of Ratio of Earnings to Fixed Charges and Preferred Distributions. (Filed herewith.)
|
31.1
|
|
|
Rule 13a-14(a) Certification. (Filed herewith.)
|
31.2
|
|
|
Rule 13a-14(a) Certification. (Filed herewith.)
|
31.3
|
|
|
Rule 13a-14(a) Certification. (Filed herewith.)
|
31.4
|
|
|
Rule 13a-14(a) Certification. (Filed herewith.)
|
32.1
|
|
|
Section 1350 Certification. (Furnished herewith.)
|
101.1
|
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.)
|
|
|
|
HOSPITALITY PROPERTIES TRUST
|
|
|
|
|
|
/s/ John G. Murray
|
|
John G. Murray
|
|
President and Chief Operating Officer
|
|
Dated: November 9, 2016
|
|
|
|
|
|
/s/ Mark L. Kleifges
|
|
Mark L. Kleifges
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|
|
Dated: November 9, 2016
|
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