Service Properties Trust - Quarter Report: 2014 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2014

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-11527

 

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458

(Address of Principal Executive Offices)        (Zip Code)

 

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b—2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of August 10, 2014: 149,796,927

 

 

 

 

HOSPITALITY PROPERTIES TRUST

 

FORM 10-Q

 

June 30, 2014

 

INDEX

 

			Page
PART I	Financial Information (unaudited)
	Item 1. Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — June 30, 2014 and December 31, 2013		1
	Condensed Consolidated Statements of Income and Comprehensive Income — Three and Six Months Ended June 30, 2014 and 2013		2
	Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2014 and 2013		3
	Notes to Condensed Consolidated Financial Statements		4
	Item 2.
	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 3.
	Quantitative and Qualitative Disclosures About Market Risk		41
	Item 4.
	Controls and Procedures		43
	Warning Concerning Forward Looking Statements		44
	Statement Concerning Limited Liability		48
PART II	Other Information
	Item 2.
	Unregistered Sales of Equity Securities and Use of Proceeds		48
	Item 6.
	Exhibits		49
	Signatures		51

 

References in this Form 10-Q to “HPT”, “we”, “us” or “our” include Hospitality Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.

 

 

 

Part I     Financial Information

 

Item 1.  Financial Statements

 

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands, except share data)

 

		June 30,			December 31,
		2014			2013
ASSETS
Real estate properties, at cost:
Land		$	1,485,077		$	1,470,513
Buildings, improvements and equipment		6,073,936			5,946,852
		7,559,013			7,417,365
Accumulated depreciation		(1,865,135		)	(1,757,151		)
		5,693,878			5,660,214
Cash and cash equivalents		15,520			22,500
Restricted cash (FF&E reserve escrow)		29,239			30,873
Due from related persons		39,251			38,064
Other assets, net		211,037			215,893
		$	5,988,925		$	5,967,544
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility		$	40,000		$	—
Unsecured term loan		400,000			400,000
Senior notes, net of discounts		2,345,527			2,295,527
Convertible senior notes		8,478			8,478
Security deposits		32,979			27,876
Accounts payable and other liabilities		112,836			130,448
Due to related persons		19,155			13,194
Dividends payable		5,166			5,166
Total liabilities		2,964,141			2,880,689
Commitments and contingencies
Shareholders’ equity:
Preferred shares of beneficial interest, no par value, 100,000,000 shares authorized:
Series D preferred shares; 7 1/8% cumulative redeemable; 11,600,000 shares issued and outstanding, aggregate liquidation preference of $290,000		280,107			280,107
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 149,775,483 and 149,606,024 shares issued and outstanding, respectively		1,498			1,496
Additional paid in capital		4,114,477			4,109,600
Cumulative net income		2,609,519			2,518,054
Cumulative other comprehensive income		13,053			15,952
Cumulative preferred distributions		(290,317		)	(279,985		)
Cumulative common distributions		(3,703,553		)	(3,558,369		)
Total shareholders’ equity		3,024,784			3,086,855
		$	5,988,925		$	5,967,544

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(in thousands, except per share data)

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2014			2013			2014			2013
Revenues:
Hotel operating revenues		$	387,248		$	349,877		$	717,184		$	641,528
Rental income		63,736			61,856			127,122			124,068
FF&E reserve income		916			589			1,844			1,192
Total revenue		451,900			412,322			846,150			766,788
Expenses:
Hotel operating expenses		270,778			248,543			501,395			455,192
Depreciation and amortization		78,763			73,598			157,050			145,878
General and administrative		13,166			11,918			24,631			24,062
Acquisition related costs		162			1,814			223			2,090
Loss on asset impairment		—			2,171			—			2,171
Total expenses		362,869			338,044			683,299			629,393
Operating income		89,031			74,278			162,851			137,395
Interest income		25			60			50			79
Interest expense (including amortization of deferred financing costs and debt discounts of $1,354, $1,524, $3,184 and $3,036, respectively)		(34,941		)	(35,014		)	(70,309		)	(70,202		)
Loss on early extinguishment of debt		—			—			(214		)	—
Income before income taxes and equity in earnings of an investee		54,115			39,324			92,378			67,272
Income tax benefit (expense)		(455		)	5,950			(1,071		)	5,432
Equity in earnings of an investee		125			79			28			155
Income before gain on sale of real estate		53,785			45,353			91,335			72,859
Gain on sale of real estate		130			—			130			—
Net income		53,915			45,353			91,465			72,859
Preferred distributions		(5,166		)	(8,097		)	(10,332		)	(16,194		)
Net income available for common shareholders		$	48,749		$	37,256		$	81,133		$	56,665
Net income		$	53,915		$	45,353		$	91,465		$	72,859
Other comprehensive income (loss):
Unrealized gain (loss) on TravelCenters of America common shares		2,497			3,429			(2,941		)	15,849
Equity interest in investee’s unrealized gains (losses)		23			(73		)	42			(81		)
Other comprehensive income (loss)		2,520			3,356			(2,899		)	15,768
Comprehensive income		$	56,435		$	48,709		$	88,566		$	88,627
Weighted average common shares outstanding		149,753			139,743			149,695			132,624
Basic and diluted net income available for common shareholders per common share		$	0.33		$	0.27		$	0.54		$	0.43

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

		For the Six Months Ended June 30,
		2014			2013
Cash flows from operating activities:
Net income		$	91,465		$	72,859
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		157,050			145,878
Amortization of deferred financing costs and debt discounts as interest		3,184			3,036
Straight line rental income		(75		)	(98		)
Security deposits replenished		5,123			—
FF&E reserve income and deposits		(26,852		)	(14,311		)
Loss on extinguishment of debt		214			—
Loss on asset impairment		—			2,171
Equity in earnings of an investee		(28		)	(155		)
Gain on sale of real estate		(130		)	—
Deferred income taxes		—			(7,068		)
Other non-cash (income) expense, net		1,884			(1,764		)
Changes in assets and liabilities:
Increase in due from related persons		(342		)	(8,673		)
Increase in other assets		(4,221		)	(11,063		)
Decrease in accounts payable and other liabilities		(9,355		)	(2,613		)
Decrease in due to related persons		(815		)	(6,295		)
Cash provided by operating activities		217,102			171,904
Cash flows from investing activities:
Real estate acquisitions and deposits		(60,000		)	(168,409		)
Real estate improvements		(96,081		)	(113,712		)
FF&E reserve fundings		(2,511		)	(29,720		)
Net proceeds from sale of real estate		4,288			—
Eminent domain proceeds		6,178			—
Investment in Affiliates Insurance Company		(825		)	—
Cash used in investing activities		(148,951		)	(311,841		)
Cash flows from financing activities:
Proceeds from issuance of common shares, net		—			393,474
Proceeds from issuance of senior notes, net of discount		346,616			299,661
Repayment of senior notes		(300,000		)	—
Borrowings under revolving credit facility		420,000			245,000
Repayments of revolving credit facility		(380,000		)	(475,000		)
Deferred financing costs		(6,231		)	(2,529		)
Distributions to preferred shareholders		(10,332		)	(16,194		)
Distributions to common shareholders		(145,184		)	(123,787		)
Cash (used in) provided by financing activities		(75,131		)	320,625
Increase (decrease) in cash and cash equivalents		(6,980		)	180,688
Cash and cash equivalents at beginning of period		22,500			20,049
Cash and cash equivalents at end of period		$	15,520		$	200,737
Supplemental cash flow information:
Cash paid for interest		$	71,365		$	66,407
Cash paid for income taxes		3,754			1,944
Non-cash investing activities:
Hotel managers’ deposits in FF&E reserve		$	23,608		$	13,718
Hotel managers’ purchases with FF&E reserve		(27,753		)	(49,382		)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 1.  Basis of Presentation

 

The accompanying condensed consolidated financial statements of Hospitality Properties Trust and its subsidiaries, or HPT, we, our or us, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2013, or our 2013 Annual Report.  In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included in these condensed consolidated financial statements.  These condensed consolidated financial statements include the accounts of HPT and its subsidiaries, all of which are 100% owned directly or indirectly by HPT.  All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior year’s condensed consolidated financial statements to conform to the current year’s presentation.

 

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.  Significant estimates in our condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and impairment of real estate and intangible assets.

 

We have determined that each of our taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards CodificationTM.   We have concluded that we must consolidate each of our TRSs because we are the entity with the power to direct the activities that most significantly impact the VIEs’ economic performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE, and are, therefore, the primary beneficiary of each VIE.  The assets of our TRSs were $31,463 as of June 30, 2014 and consist primarily of amounts due from, and working capital advances to, certain of their hotel managers.  These assets can be used to settle obligations of both us and our TRSs.  The liabilities of our TRSs were $56,092 as of June 30, 2014 and consist primarily of security deposits they hold from and amounts payable to certain of their hotel managers.  Creditors have recourse to both us and our TRSs for these liabilities.

 

Note 2.  New Accounting Pronouncements

 

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  This update amends the criteria for reporting discontinued operations to, among other things, change the criteria for disposals to qualify as discontinued operations. The update is effective for interim and annual reporting periods beginning after December 15, 2014 with early adoption permitted.  The implementation of this update is not expected to cause any significant changes to our condensed consolidated financial statements.

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. This update is effective for interim and annual reporting periods beginning after December 15, 2016.  We are currently in the process of evaluating the impact, if any, the adoption of this update will have on our condensed consolidated financial statements.

 

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HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 3.  Revenue Recognition

 

We report hotel operating revenues for managed hotels in our condensed consolidated statements of income and comprehensive income. We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when services are provided. Our share of the net operating results of our managed hotels in excess of the minimum returns due to us and certain other amounts as provided under the management agreements, or additional returns, are generally determined annually. We recognize additional returns due to us under our management agreements at year end when all contingencies are met and the income is earned. We had no deferred additional returns for the three and six months ended June 30, 2014 and 2013.

 

We recognize rental income from operating leases on a straight line basis over the term of the lease agreements except for one lease in which there is uncertainty regarding the collection of scheduled future rent increases.  Rental income includes $33 and $75 for the three and six months ended June 30, 2014, respectively, of adjustments necessary to record rent on the straight line basis and $36 and $98 for the three and six months ended June 30, 2013, respectively, of adjustments necessary to record rent on the straight line basis.  Other assets, net, include $5,531 and $5,456 of straight line rent receivables at June 30, 2014 and December 31, 2013, respectively.

 

We determine percentage rent due to us under our leases annually and recognize it at year end when all contingencies have been met and the rent is earned. We had deferred percentage rent of $698 and $1,572 for the three and six months ended June 30, 2014 and $672 and $1,282 for the three and six months ended June 30, 2013, respectively.

 

We own all the capital expenditure reserves, or FF&E reserves, for our hotels. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income. We report deposits by our third party hotel tenants into the escrow accounts as FF&E reserve income.

 

Note 4.  Per Common Share Amounts

 

We compute per common share amounts using the weighted average number of our common shares outstanding during the period. We had no dilutive common share equivalents during the periods presented.

 

Note 5.  Shareholders’ Equity

 

Common Share Issuances

 

During the six months ended June 30, 2014 and the period July 1, 2014 to August 10, 2014, we issued 54,423 and 21,444, respectively, of our common shares to Reit Management & Research LLC, or RMR, as part of the business management fees payable by us under our business management agreement.  In March 2014, we also issued 102,536 of our common shares to RMR for the incentive fee for 2013 pursuant to the business management agreement.  See Note 10 for further information regarding this agreement.

 

On June 10, 2014, we granted 2,500 of our common shares valued at $29.28 per share, the closing price of our common shares on the New York Stock Exchange, or NYSE, on that day, to each of our five Trustees as part of their annual compensation.

 

Distributions

 

On each of January 15, 2014, April 15, 2014 and July 15, 2014, we paid a $0.4453 per share distribution, or $5,166, to our Series D preferred shareholders.

 

On February 20, 2014, we paid a $0.48 per share distribution, or $71,811, to our common shareholders.  On May 21, 2014, we paid a $0.49 per share distribution, or $73,373, to our common shareholders.  On July 10, 2014, we declared a $0.49 per share distribution, or $73,395, to our common shareholders of record on July 25, 2014.  We expect to pay this amount on or about August 22, 2014.

 

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Other Comprehensive Income (Loss)

 

Other comprehensive income (loss) represents the unrealized gain (loss) on the TravelCenters of America LLC, or TA, shares we own and our share of the comprehensive income (loss) of Affiliates Insurance Company, or AIC.  See Note 10 for further information regarding these investments.

 

Note 6.  Indebtedness

 

Our principal debt obligations at June 30, 2014 were: (1) our outstanding borrowings under our $750,000 unsecured revolving credit facility; (2) our $400,000 unsecured term loan; (3) an aggregate outstanding principal amount of $2,355,000 of public issuances of unsecured senior notes; and (4) an aggregate outstanding principal amount of $8,478 of public issuances of convertible senior notes.

 

On January 8, 2014, we amended the agreements governing our unsecured revolving credit facility and unsecured term loan with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of other lenders.

 

As a result of the amendment, the stated maturity date of our $750,000 revolving credit facility was extended from September 7, 2015 to July 15, 2018. Subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date by an additional one year to July 15, 2019. The amended credit agreement provides that we can borrow, repay and reborrow funds available under the revolving credit facility until maturity, and no principal repayment is due until maturity. The $750,000 maximum amount of our revolving credit facility and the $400,000 amount of the term loan remained unchanged by the amendment. The amended credit agreement includes a feature under which maximum borrowings under the revolving credit facility and term loan may be increased up to $2,300,000 on a combined basis in certain circumstances.

 

Under the amendment, the interest rate paid on borrowings under the revolving credit facility was reduced from LIBOR plus a premium of 130 basis points to LIBOR plus a premium of 110 basis points, and the facility fee was reduced from 30 basis points to 20 basis points per annum on the total amount of lending commitments. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of both June 30, 2014 and August 10, 2014, we had $40,000 outstanding and $710,000 available under our revolving credit facility.  As of June 30, 2014, the interest rate for the amount outstanding under our revolving credit facility was 1.26%.  The weighted average interest rate for borrowings under our revolving credit facility was 1.25% for both the three and six months ended June 30, 2014 and 1.50% and $1.51% for the three and six months ended June 30, 2013, respectively.

 

As a result of the amendment, the stated maturity date of our $400,000 unsecured term loan was extended from March 13, 2017 to April 15, 2019. Our term loan is prepayable without penalty at any time. Under the amendment, the interest rate paid on borrowings under the term loan agreement was reduced from LIBOR plus a premium of 145 basis points to LIBOR plus a premium of 120 basis points. The interest rate premium is subject to adjustment based on changes to our credit ratings. As of June 30, 2014, the interest rate for the amount outstanding under our term loan was 1.35%. The weighted average interest rate for borrowings under our term loan was 1.35% and 1.36% for the three and six months ended June 30, 2014 and 1.66% for both the three and six months ended June 30, 2013, respectively.

 

As a result of the amendments to our revolving credit facility and term loan, we recorded a loss on early extinguishment of debt of $214 during the six months ended June 30, 2014.

 

Our borrowings under the amended credit facilities continue to be unsecured. Prior to the effectiveness of the amendment, certain of our subsidiaries had guaranteed our obligations under the revolving credit facility and term loan. As a result of the amendment, none of those subsidiary guarantees remain in effect. The amended credit agreement provides that, with certain exceptions, a subsidiary of ours is required to guaranty our obligations under the revolving credit facility and term loan only if that subsidiary has separately incurred debt (other than nonrecourse debt), within the meaning specified in the amended credit agreement, or provided a guarantee of debt incurred by us or any of our other subsidiaries.

 

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Our revolving credit facility and term loan agreement provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as a change of control of us, which includes RMR ceasing to act as our business manager. Our revolving credit facility and term loan agreement contains a number of covenants that restrict our ability to incur debt in excess of calculated amounts, restrict our ability to make distributions under certain circumstances and generally require us to maintain certain financial ratios. We believe we were in compliance with the terms and conditions of the agreement governing our revolving credit facility and term loan at June 30, 2014.

 

On February 15, 2014, we redeemed at par all of our outstanding 7.875% senior notes due 2014 for $300,000 plus accrued and unpaid interest (an aggregate of $311,813).

 

On March 12, 2014, we issued $350,000 of 4.65% unsecured senior notes due 2024 in a public offering for net proceeds of $345,949 after underwriting discounts and other offering expenses.

 

On July 15, 2014, we announced we will redeem at par plus accrued interest all $280,000 of our 51/8% Senior Notes due 2015 on August 15, 2014.

 

Note 7.  Real Estate Properties

 

At June 30, 2014, we owned 291 hotels and owned or leased 185 travel centers which are operated under 11 operating agreements.

 

During the six months ended June 30, 2014, we funded $98,592 of improvements to certain of our properties that pursuant to the terms of our management and lease agreements with our hotel managers and tenants resulted in increases in our contractual annual minimum returns and rents of $7,355.  See Notes 10 and 11 for further information about our fundings of improvements to certain of our properties.

 

One of the travel centers we leased to TA under our TA No. 1 lease, located in Roanoke, VA, was taken in August 2013 by eminent domain proceedings brought by the Virginia Department of Transportation, or the VDOT, in connection with certain highway construction.  In January 2014, we received $6,178 of proceeds from the VDOT in connection with the taking.  See Note 10 for more information regarding this transaction.

 

On April 29, 2014, we sold our Sonesta ES Suites branded hotel in Myrtle Beach, SC for net proceeds of $4,288.  As a result of this sale, we recorded a $130 gain on sale of real estate in the three months ended June 30, 2014.  See Note 10 for further information regarding this transaction.

 

On May 30, 2014, we acquired a 240 room full service hotel located in Ft. Lauderdale, FL for $65,000, excluding related acquisition costs of $191.  We accounted for this transaction as a business combination.  The following table summarizes our preliminary allocation of the acquisition cost to the estimated fair value of the assets we acquired.

 

Land		$	14,592
Building		40,525
Furniture, fixtures and equipment		9,883
		$	65,000

 

We converted this hotel to a Sonesta branded hotel and added it to our Sonesta agreement.  See Notes 10 and 11 for more information regarding this transaction and our Sonesta agreement.

 

On July 14, 2014, we agreed to acquire a land parcel adjacent to one of our other travel centers for $450, excluding closing costs.  We currently expect to acquire this property in the third quarter of 2014 using cash on hand.  This pending acquisition is subject to completion of diligence and other customary closing conditions; accordingly, we can

 

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

provide no assurance that we will acquire this property, that the terms of the acquisition will not change or that the closing will not be delayed.  See Note 10 for more information regarding this transaction.

 

Note 8. Income Taxes

 

We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, and, accordingly are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements.  We are subject to income tax in Canada, Puerto Rico and certain states despite our REIT status.  Also, we lease our managed hotels to our wholly owned TRSs that, unlike most of our other subsidiaries, file separate consolidated federal corporate income tax returns and are subject to federal, state and foreign income taxes.  Our consolidated income tax provision included in our condensed consolidated statements of income and comprehensive income includes the income tax provision related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our REIT status.

 

During the three and six months ended June 30, 2014, we recognized income tax expense of $455 and $1,071, respectively, which includes ($22) and ($22), respectively, of federal taxes, $40 and $71, respectively, of foreign taxes and $437 and $1,022, respectively, of certain state taxes that are payable without regard to our REIT status and TRS tax loss carry forwards.

 

During the three and six months ended June 30, 2013, we recognized a current income tax expense of $907 and $1,637, respectively, which includes $547 and $897, respectively, of federal taxes, $31 and $62, respectively, of foreign taxes and $329 and $678, respectively, of certain state taxes that are payable without regard to our REIT status and TRS tax loss carry forwards. In addition, during the three and six months ended June 30, 2013, we recognized a deferred tax benefit of $6,857 and $7,069, respectively, related primarily to the restructuring of certain of our TRSs.

 

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 9.  Segment Information

 

		For the Three Months Ended June 30, 2014
		Hotels			Travel Centers			Corporate			Consolidated
Hotel operating revenues		$	387,248		$	—		$	—		$	387,248
Rental income		8,341			55,395			—			63,736
FF&E reserve income		916			—			—			916
Total revenues		396,505			55,395			—			451,900
Hotel operating expenses		270,778			—			—			270,778
Depreciation and amortization		53,362			25,401			—			78,763
General and administrative		—			—			13,166			13,166
Acquisition related costs		162			—			—			162
Total expenses		324,302			25,401			13,166			362,869
Operating income (loss)		72,203			29,994			(13,166		)	89,031
Interest income		—			—			25			25
Interest expense		—			—			(34,941		)	(34,941		)
Income (loss) before income taxes and equity in earnings of an investee		72,203			29,994			(48,082		)	54,115
Income tax expense		—			—			(455		)	(455		)
Equity in earnings of an investee		—			—			125			125
Income before gain on sale of real estate		72,203			29,994			(48,412		)	53,785
Gain on sale of real estate		130			—			—			130
Net income (loss)		$	72,333		$	29,994		$	(48,412	)	$	53,915

 

		For the Six Months Ended June 30, 2014
		Hotels			Travel Centers			Corporate			Consolidated
Hotel operating revenues		$	717,184		$	—		$	—		$	717,184
Rental income		16,444			110,678			—			127,122
FF&E reserve income		1,844			—			—			1,844
Total revenues		735,472			110,678			—			846,150
Hotel operating expenses		501,395			—			—			501,395
Depreciation and amortization		106,378			50,672			—			157,050
General and administrative		—			—			24,631			24,631
Acquisition related costs		223			—			—			223
Total expenses		607,996			50,672			24,631			683,299
Operating income (loss)		127,476			60,006			(24,631		)	162,851
Interest income		—			—			50			50
Interest expense		—			—			(70,309		)	(70,309		)
Loss on early extinguishment of debt		—			—			(214		)	(214		)
Income (loss) before income taxes and equity in earnings of an investee		127,476			60,006			(95,104		)	92,378
Income tax expense		—			—			(1,071		)	(1,071		)
Equity in earnings of an investee		—			—			28			28
Income before gain on sale of real estate		127,476			60,006			(96,147		)	91,335
Gain on sale of real estate		130			—			—			130
Net income (loss)		$	127,606		$	60,006		$	(96,147	)	$	91,465

 

		As of June 30, 2014
		Hotels			Travel Centers			Corporate			Consolidated
Total assets		$	3,758,872		$	2,187,657		$	42,396		$	5,988,925

 

9

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

		For the Three Months Ended June 30, 2013
		Hotels			Travel Centers			Corporate			Consolidated
Hotel operating revenues		$	349,877		$	—		$	—		$	349,877
Rental income		7,908			53,948			—			61,856
FF&E reserve income		589			—			—			589
Total revenues		358,374			53,948			—			412,322
Hotel operating expenses		248,543			—			—			248,543
Depreciation and amortization		49,550			24,048			—			73,598
General and administrative		—			—			11,918			11,918
Acquisition related costs		1,814			—			—			1,814
Loss on asset impairment		2,171			—			—			2,171
Total expenses		302,078			24,048			11,918			338,044
Operating income (loss)		56,296			29,900			(11,918		)	74,278
Interest income		—			—			60			60
Interest expense		—			—			(35,014		)	(35,014		)
Income (loss) before income taxes and equity in earnings of an investee		56,296			29,900			(46,872		)	39,324
Income tax benefit		—			—			5,950			5,950
Equity in earnings of an investee		—			—			79			79
Net income (loss)		$	56,296		$	29,900		$	(40,843	)	$	45,353

 

		For the Six Months Ended June 30, 2013
		Hotels			Travel Centers			Corporate			Consolidated
Hotel operating revenues		$	641,528		$	—		$	—		$	641,528
Rental income		16,630			107,438			—			124,068
FF&E reserve income		1,192			—			—			1,192
Total revenues		659,350			107,438			—			766,788
Hotel operating expenses		455,192			—			—			455,192
Depreciation and amortization		98,227			47,651			—			145,878
General and administrative		—			—			24,062			24,062
Acquisition related costs		2,090			—			—			2,090
Loss on asset impairment		2,171			—			—			2,171
Total expenses		557,680			47,651			24,062			629,393
Operating income (loss)		101,670			59,787			(24,062		)	137,395
Interest income		—			—			79			79
Interest expense		—			—			(70,202		)	(70,202		)
Income (loss) before income taxes and equity in earnings of an investee		101,670			59,787			(94,185		)	67,272
Income tax benefit		—			—			5,432			5,432
Equity in earnings of an investee		—			—			155			155
Net income (loss)		$	101,670		$	59,787		$	(88,598	)	$	72,859

 

		As of December 31, 2013
		Hotels			Travel Centers			Corporate			Consolidated
Total assets		$	3,701,850		$	2,223,337		$	42,357		$	5,967,544

 

10

 

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 10. Related Person Transactions

 

TA

 

TA is our former 100% owned subsidiary and our largest tenant, and we are TA’s largest shareholder.  TA was created as a separate public company in 2007 as a result of its spin-off from us.  As of June 30, 2014, we owned 3,420,000 common shares, representing approximately 9.1% of TA’s outstanding common shares.  TA is the lessee of 35% of our real estate properties, at cost, as of June 30, 2014.  Mr. Barry Portnoy, one of our Managing Trustees, is a managing director of TA.  Mr. Thomas O’Brien, an officer of RMR and a former officer of ours prior to the TA spin-off, is President and Chief Executive Officer and the other managing director of TA.  Mr. Arthur Koumantzelis, who was one of our Independent Trustees prior to the TA spin-off, serves as an independent director of TA.  RMR provides management services to both us and TA.

 

Financial information about TA may be found on the Securities and Exchange Commission’s, or the SEC, website by entering TA’s name at http://www.sec.gov/edgar/searchedgar/companysearch.html.  Reference to TA’s financial information on this external website is presented to comply with applicable accounting regulations of the SEC.  Except for such financial information contained therein as is required to be included herein under such regulations, TA’s public filings and other information located in external websites are not incorporated by reference into these financial statements. TA has not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.  TA filed its Annual Report on Form 10-K for the year ended December 31, 2013, on June 6, 2014.  TA publicly disclosed that it had been delayed in filing that Annual Report due to unanticipated delays encountered in connection with TA’s accounting for income taxes as well as general delays encountered in connection with the completion of the TA’s accounting processes and procedures.  TA has also publicly disclosed that, as a result of the delay in completing its 2013 Annual Report, it has been delayed in filing its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.  There is no assurance as to when TA’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 will be completed and filed with the SEC.

 

TA has two leases with us, the TA No. 1 lease and the TA No. 2 lease, pursuant to which TA leases 185 travel centers from us.  The TA No. 1 lease is for 145 travel centers that TA operates under the “TravelCenters of America” or “TA” brand names.  The TA No. 2 lease is for 40 travel centers that TA operates under the “Petro” brand name.  The TA No. 1 lease expires on December 31, 2022.  The TA No. 2 lease expires on June 30, 2024, and may be extended by TA for up to two additional periods of 15 years each.

 

Both of these leases require TA to: (1) make payments to us of minimum rents; (2) pay us percentage rent equal to 3% of non-fuel revenues and 0.3% of fuel revenues above applicable base year revenues subject to certain limitations; (3) pay us at lease expiration an amount equal to an estimate of the cost of removing underground storage tanks on our leased sites; and (4) maintain the leased travel centers, including structural and non-structural components.  In addition to minimum and percentage rent, TA is obligated to pay us ground rent of approximately $5,253 per year under the TA No. 1 lease.  Previously deferred rent due from TA of $107,085 and $42,915 is due in December 2022 and June 2024, respectively; however, we have not recognized any of the deferred rent as rental income or as rents receivable due to uncertainties regarding future collection.

 

We recognized rental income of $55,395 and $53,948 for the three months ended June 30, 2014 and 2013, respectively, and $110,678 and $107,438 for the six months ended June 30, 2014 and 2013, respectively, under our leases with TA.  Rental income for the three and six months ended June 30, 2014 and 2013 includes $408 and $845 and $432 and $899, respectively, of adjustments necessary to record the scheduled rent increase on our TA No. 1 lease and the estimated future payment to us by TA for the cost of removing underground storage tanks on a straight line basis.  As of June 30, 2014 and December 31, 2013, we had accruals for unpaid amounts of $39,251 and $37,034, respectively, owed to us by TA (excluding any deferred rents), which amounts are included in due from related persons on our condensed consolidated balance sheets.  We had deferred percentage rent under our TA No. 1 lease of $698 and $672 for the three months ended June 30, 2014 and 2013, respectively, and $1,572 and $1,282 for the six months ended June 30, 2014 and 2013, respectively.  We have waived an estimated $612 of percentage rent under our TA No. 2 lease as of June 30, 2014 because we previously agreed to waive the first $2,500 of percentage rents under the TA No. 2 lease.  The waived percentage rent is not included in the deferred percentage rent amounts we have disclosed in Note 3. We determine percentage rent due under our TA leases annually and recognize it at year end when all contingencies are met.

 

Under the TA No. 1 and No. 2 leases, TA may request that we fund approved amounts for renovations, improvements and equipment at leased travel centers in return for increases in TA’s minimum annual rent.  We are not required to fund these improvements and TA is not required to sell them to us.  For the six months ended June 30, 2014, we funded

 

11

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

$21,923 for capital improvements purchased under this lease provision; and, as a result, TA’s minimum annual rent payable to us increased by approximately $1,863.

 

On August 13, 2013, a travel center located in Roanoke, VA that we leased to TA under the TA No. 1 lease was taken by eminent domain proceedings brought by the VDOT in connection with certain highway construction.  Our TA No. 1 lease provides that the annual rent payable by TA to us is reduced by 8.5% of the amount of the proceeds we receive from the taking or, at our option, the fair market value rent of the property on the commencement date of the TA No. 1 lease.  In January 2014, we received proceeds from the VDOT of $6,178, which is a substantial portion of the VDOT’s estimate of the value of the property, and as a result the annual rent payable by TA to us under the TA No. 1 lease was reduced by $525 effective January 6, 2014.  We and TA intend to challenge the VDOT’s estimate of the property’s value.  We entered a lease agreement with the VDOT to lease this property through November 15, 2014 for $40 per month, and under the terms of the TA No. 1 lease TA will be responsible to pay this ground lease rent.  We entered into a sublease for this property with TA for TA to continue operating the property as a travel center through November 15, 2014.

 

On July 14, 2014, we agreed to purchase and lease to TA under the TA No. 1 lease land adjacent to a travel center that we own in Florence, KY.  We and TA expect to amend the TA No. 1 lease upon the closing of the transaction to add this property to the lease and to increase the annual rent payable by TA to us by 8.5% of our total investment in that purchased property.  See Note 7 for further information regarding this transaction.

 

RMR

 

We have no employees.  Personnel and various services we require to operate our business are provided to us by RMR.  We have two agreements with RMR to provide management and administrative services to us: (i) a business management agreement, which relates to our business generally, and (ii) a property management agreement, which relates to the property level operations of the office building component of only one property in Baltimore, MD, which also includes a Royal Sonesta hotel.

 

One of our Managing Trustees, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR.  Our other Managing Trustee, Mr. Adam Portnoy, is the son of Mr. Barry Portnoy, and an owner, President, Chief Executive Officer and a director of RMR.  Each of our executive officers is also an officer of RMR, including Mr. Ethan Bornstein, who is the son-in-law of Mr. Barry Portnoy and the brother-in-law of Mr. Adam Portnoy.  Certain of TA’s and Sonesta’s executive officers are officers of RMR.  Our Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR provides management services.  Mr. Barry Portnoy serves as a managing director or managing trustee of a majority of the companies that RMR or its affiliates provide management services to and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies.  In addition, officers of RMR serve as officers of those companies.

 

We incurred aggregate business management, property management and incentive fees of $10,925 and $10,050 for the three months ended June 30, 2014 and 2013, respectively, and $20,585 and $19,967 for the six months ended June 30, 2014 and 2013, respectively.  The fees for the three and six months ended June 30, 2014, include $1,445 and $2,296, respectively, of estimated 2014 incentive fees payable in common shares in 2015 based on our common share total return. These amounts are included in general and administrative expenses in our condensed consolidated financial statements.  In accordance with the terms of our business management agreement, we issued 65,018 of our common shares to RMR for the six months ended June 30, 2014 as payment for a portion of the base business management fee we recognized for such period.  In March 2014, we also issued 102,536 of our common shares to RMR for the incentive fee for 2013 pursuant to the business management agreement.

 

On May 9, 2014, we and RMR entered into amendments to our business management agreement and property management agreement.  As amended, RMR may terminate the agreements upon 120 days’ written notice.  Prior to the amendments, RMR could terminate the agreements upon 60 days’ written notice and could also terminate the property management agreement upon five business days’ notice if we underwent a change of control.  The amendments also provide for certain termination payments by us to RMR in the event that we terminate the agreements other than for

 

12

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

cause, including certain proportional adjustments to the termination fees if we merge with another REIT to which RMR is providing management services or if we spin-off a subsidiary of ours to which we contributed properties and to which RMR is providing management services both at the time of the spin-off and on the date of the expiration or termination of the agreement.  Also, as amended, RMR agrees to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR.

 

Directors’ and Officers’ Liability Insurance

 

In June 2014, we, RMR and four other companies to which RMR provides management services extended our and their combined directors’ and officers’ liability insurance policy, and we extended our separate directors’ and officers’ liability insurance policy, in each case for an interim period.  We paid an aggregate premium of approximately $50 for these extensions.  Further information about those policies is contained in note 8 to our audited financial statements contained in our Annual Report.

 

Sonesta

 

The stockholders of Sonesta are Mr. Barry Portnoy and Mr. Adam Portnoy, who are our Managing Trustees, and they also serve as directors of Sonesta. Sonesta’s Chairman and Chief Executive Officer is an officer of RMR and formerly was our Director of Internal Audit, and other officers and employees of Sonesta are current or former officers or employees of RMR.  In addition, RMR also provides certain services to Sonesta.

 

In 2012, pursuant to a series of transactions, we purchased the entities that owned the Royal Sonesta Hotel Boston in Cambridge, MA, or the Cambridge Hotel, and leased the Royal Sonesta Hotel New Orleans in New Orleans, LA, or the New Orleans Hotel, for approximately $150,500.  In connection with these transactions, we entered into hotel management agreements with Sonesta International Hotels Corporation, or Sonesta, that provide for Sonesta to manage for us each of the Cambridge Hotel and the New Orleans Hotel.  Since that time, we have rebranded additional hotels we own to Sonesta brands and management, and, as of June 30, 2014, Sonesta was managing 22 of our hotels pursuant to long term management agreements.  We currently lease all hotels that we own and which are managed by Sonesta to one of our TRSs.

 

On June 28, 2013, we acquired the fee interest in the New Orleans Hotel from the third party owner from which we previously leased that hotel and, as a result, the lease with the third party terminated.  Simultaneous with this acquisition, we and Sonesta amended and restated the prior management agreement we had with Sonesta for this hotel.  The terms of the amended and restated management agreement are substantially the same as those contained in our other management agreements with Sonesta relating to full service hotels.

 

In April 2012, we entered into a pooling agreement with Sonesta that combined our management agreements with Sonesta for hotels that we owned for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and the calculation of minimum returns due to us.  We previously referred to this agreement and combination of hotels and management agreements as our Sonesta No. 1 agreement.  The management agreements for all of our hotels then managed by Sonesta, excluding, until June 28, 2013, the New Orleans Hotel, were included in the Sonesta No. 1 agreement.  The amended and restated management agreement we entered with Sonesta for the New Orleans Hotel upon our acquiring the fee interest in that hotel was added to our pooling agreement with Sonesta.  We now refer to the pooling agreement and combination of our Sonesta branded hotels and management agreements as our Sonesta agreement.  See Note 11 for further information about our management agreements with Sonesta.

 

Pursuant to our management agreements with Sonesta, we incurred management, system, reservation fees and reimbursement of certain guest loyalty, marketing program and third party reservation transmission expenses payable to Sonesta of $4,717 and $3,007 for the three months ended June 30, 2014 and 2013, respectively, and $8,330 and $5,080 for the six months ended June 30, 2014 and 2013, respectively.  These amounts are included in hotel operating expenses in our condensed consolidated financial statements.  In addition, we also incurred procurement and construction supervision fees payable to Sonesta in connection with capital expenditures at our hotels managed by Sonesta of $1,200

 

13

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

and $1,150 for the three months ended June 30, 2014 and 2013, respectively, and $1,747 and $1,634 for the six months ended June 30, 2014 and 2013, respectively.  These amounts have been capitalized in our condensed consolidated financial statements.  Under our hotel management agreements with Sonesta, routine property maintenance, which is expensed, is an operating expense of the hotels and improvements and periodic renovations, which are capitalized, are funded by us, except in the case of the New Orleans Hotel for capital expenditures incurred prior to June 28, 2013, which were borne in large part by the former lessor.   As of June 30, 2014 and December 31, 2013, we had accruals for unpaid amounts of $398 and $893, respectively, owed to us by Sonesta, which amounts are included in due from related persons in our condensed consolidated balance sheets.  As of June 30, 2014 and December 31, 2013 we had accrued amounts due to Sonesta for capital expenditure reimbursements of $13,678 and $6,625, respectively, which amounts are included in due to related persons in our condensed consolidated balance sheets.

 

On April 29, 2014, we sold our Sonesta ES Suites in Myrtle Beach, SC.  In connection with this sale, the hotel management agreement with Sonesta for this property was terminated and removed from our Sonesta agreement.  See Note 7 for further information regarding this transaction.

 

On May 30, 2014, we acquired a hotel in Ft. Lauderdale, FL and this hotel has been rebranded as a Sonesta hotel.  Sonesta is managing this hotel pursuant to a hotel management agreement on terms consistent with our other hotel management agreements with Sonesta and that hotel management agreement has been added to our Sonesta agreement.  See Note 7 for further information regarding this transaction.

 

AIC

 

We, RMR, TA and four other companies to which RMR provides management services currently own Affiliates Insurance Company, or AIC, an Indiana insurance company.  All of our Trustees and most of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC.

 

On March 25, 2014, as a result of the removal, without cause, of all of the trustees of Equity Commonwealth (formerly known as CommonWealth REIT), or EQC, this shareholder of AIC underwent a change in control, as defined in the shareholders agreement among us, the other shareholders of AIC and AIC.  As a result of that change in control and in accordance with the terms of the shareholders agreement, on May 9, 2014, we and those other shareholders purchased pro rata the AIC shares EQC owned.  Pursuant to that purchase, we purchased 2,857 AIC shares from EQC for $825.  Following these purchases, we and the other remaining six shareholders each own approximately 14.3% of AIC.

 

In June 2014, we and the other shareholders of AIC renewed our participation in an insurance program arranged by AIC.  In connection with that renewal, we purchased a one-year property insurance policy providing $500,000 of coverage, with respect to which AIC is a reinsurer of certain coverage amounts.  The total premium due to AIC, including taxes and fees, is approximately $11,851 in connection with that policy, which amount may be adjusted from time to time as we acquire or dispose of properties that are covered in the policy. 

 

As of June 30, 2014, we had invested $6,034 in AIC.  Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC as all of our Trustees are also directors of AIC.  Our investment in AIC had a carrying value of $6,807 and $5,913 as of June 30, 2014 and December 31, 2013, respectively, which amounts are included in other assets on our condensed consolidated balance sheet.  We recognized income of $125 and $79 for the three months ended June 30, 2014 and 2013, respectively, and $28 and $155 for the six months ended June 30, 2014 and 2013, respectively, related to our investment in AIC.

 

Note 11. Hotel Management Agreements and Leases and Renovation Funding

 

As of June 30, 2014, 288 of our hotels are leased to our TRSs and managed by independent hotel operating companies and three are leased to third parties.

 

Marriott No. 1 agreement.  Our management agreement with Marriott International Inc., or Marriott, for 53 hotels provides that as of June 30, 2014 we are paid a fixed annual minimum return of $67,711, to the extent that gross

 

14

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

revenues of the hotels, after payment of hotel operating expenses, are sufficient to do so.  We do not have any security deposits or guarantees for the 53 hotels included in our Marriott No. 1 agreement.  Accordingly, the returns we receive from these hotels managed by Marriott are limited to available hotel cash flows after payment of operating expenses. We realized returns of $18,771 and $33,807 during the three and six months ended June 30, 2014, respectively, under this agreement.  The realized returns for the three months ended June 30, 2014 includes the recovery of $1,857 of minimum return shortfalls from the first quarter of 2014.  Marriott’s management and incentive fees are only earned after we receive our minimum returns.

 

We currently expect to fund $4,400 of capital improvements during 2014 at certain of the hotels included in our Marriott No. 1 agreement. We funded $1,761 of this amount during the six months ended June 30, 2014. As we fund these improvements, the annual minimum returns payable to us increase by 10% of the amounts funded.

 

Marriott No. 234 agreement. During the three and six months ended June 30, 2014, the payments we received under our Marriott No. 234 agreement, which requires annual minimum returns to us of $105,860 as of June 30, 2014, were $2,634 and $5,269 less than the minimum amounts contractually required, respectively. We realized returns of $26,330 and $50,136 during the three and six months ended June 30, 2014, respectively, under this agreement.  Pursuant to our Marriott No. 234 agreement, Marriott provided us with a limited guarantee for shortfalls up to 90% of our minimum returns through 2019. During the three months ended June 30, 2014, $2,548 of payments made to us under Marriott’s guaranty during the first quarter of 2014 were repaid from the net operating results these hotels generated during the period in excess of the guaranty threshold.  The available balance of this guaranty was $30,672 as of June 30, 2014. Also, during the period from June 30, 2014 to August 10, 2014, the payments we received for these hotels were $1,751 less than the contractual minimum returns due to us.

 

We currently expect to fund $7,350 of capital improvements during 2014 to complete renovations at certain of the hotels included in our Marriott No. 234 agreement. We funded $750 of this amount during the six months ended June 30, 2014. As we fund these improvements, the annual minimum returns payable to us increase by 9% of the amounts funded.

 

Marriott No. 5 agreement. We lease one hotel in Kauai, Hawaii to Marriott.  This lease is guaranteed by Marriott and we received $2,501 and $5,002 of rent for this hotel during the three and six months ended June 30, 2014, respectively.  As of August 10, 2014, all rents due from Marriott for this hotel are current.  The guarantee provided by Marriott with respect to the one hotel leased by Marriott is unlimited.

 

InterContinental agreement. During the three and six months ended June 30, 2014, we realized returns and rents of $34,875 and $69,749, respectively, under our management agreement with InterContinental Hotels Group, plc, or InterContinental, covering 91 hotels and requiring annual minimum returns to us of $139,498 as of June 30, 2014. During the six months ended June 30, 2014, we have been paid all of our minimum returns due for the period.  During the three months ended June 30, 2014, we replenished the available security deposit by $3,286 for the payments we received during the period in excess of the minimum returns due to us for the period.   Also, during the period from June 30, 2014 to August 10, 2014, we received $1,649 more than the minimum amounts contractually required under our InterContinental agreement.

 

Under this agreement, InterContinental is required to maintain a minimum security deposit of $30,000 in 2014 and $37,000 thereafter. We were advised by InterContinental that it expects interim period shortfalls during 2014 and 2015 in the required minimum security deposit balance under the agreement. As a result, on January 6, 2014, we entered into a letter agreement with InterContinental under which the minimum security deposit balance required to be maintained during 2014 and 2015 will be reduced by two dollars for every dollar of additional security deposit InterContinental provides to us. Beginning January 1, 2016, any resulting reductions to the minimum security deposit amount will cease to be in effect and the minimum deposit balance required under the InterContinental agreement will revert to $37,000. Since January 1, 2014, InterContinental has provided $4,283 of additional security deposits, which reduced the minimum security deposit amount required to $21,434.  The remaining balance of the security deposit was $34,535 as of August 10, 2014.

 

15

 

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

 

We currently expect to fund $22,990 of capital improvements in 2014 to complete renovations at certain of the hotels included in our InterContinental agreement. We did not make any of these renovation fundings during the six months ended June 30, 2014.  As we fund these improvements, the annual minimum returns payable to us increase by 8% of the amounts funded.

 

Sonesta agreement. Our management agreement with Sonesta provides that we are paid a fixed minimum return equal to 8% of our invested capital, as defined in the management agreement ($67,369 as of June 30, 2014), to the extent that gross revenues of the hotels, after payment of hotel operating expenses and certain base management fees to Sonesta, are sufficient to do so.  We do not have any security deposits or guarantees for our hotels managed by Sonesta.  Accordingly, the returns we receive from hotels managed by Sonesta are limited to available hotel cash flows after payment of operating expenses. Sonesta’s incentive management fees, but not its other fees, are only earned after we receive our minimum returns, and we may cancel these management agreements if approximately 75% of our minimum returns are not paid for certain periods. We realized returns of $11,205 and $13,300 during the three and six months ended June 30, 2014, respectively, under this agreement.

 

In addition to recurring capital expenditures, we currently expect to fund approximately $108,200 in 2014 and $22,800 in 2015 for renovations and other improvements at certain of the hotels included in our Sonesta agreement. We funded $53,117 of these amounts during the six months ended June 30, 2014. The annual minimum returns due to us under the Sonesta agreement increase by 8% of the amounts funded in excess of threshold amounts, as defined therein. See Note 10 for further information regarding our relationship with Sonesta.

 

Wyndham agreement. During the three and six months ended June 30, 2014, we realized returns and rents of $6,704 and $13,239, respectively, from our hotels managed or leased by Wyndham. The guarantee provided by Wyndham with respect to 22 hotels managed by Wyndham is limited to $35,656 ($8,833 remaining at June 30, 2014), subject to an annual payment limit of $17,828 and expires on July 28, 2020.  This guaranty was replenished by $309 during the three months ended June 30, 2014 from the net operating results these hotels generated during the period in excess of our minimum returns.  During the six months ended June 30, 2014, Wyndham has made $5,331 of guaranty payments to us.  The guarantee provided by Wyndham with respect to the lease with Wyndham Vacation Resorts, Inc., or Wyndham Vacation, for part of one hotel is unlimited.

 

We currently expect to fund approximately $27,500 of capital improvements in 2014 and $10,075 in 2015 to complete renovations at certain of the hotels included in our Wyndham Hotel Group, or Wyndham, agreement. We funded $20,936 of these amounts during the six months ended June 30, 2014. As we fund these improvements, the annual minimum returns payable to us increase by 8% of the amounts funded.

 

Other management agreement and lease matters.  As of August 10, 2014, all payments due to us from our managers and tenants under our other operating agreements were current.  Minimum return and minimum rent payments due to us under some of these other hotel management agreements and leases are supported by guarantees.  The guarantee provided by Hyatt Hotels Corporation, or Hyatt, with respect to the 22 hotels managed by Hyatt is limited to $50,000 ($14,062 remaining at June 30, 2014). The guarantee provided by Carlson Hotels Worldwide, or Carlson, with respect to the 11 hotels managed by Carlson is limited to $40,000 ($20,534 remaining at June 30, 2014).

 

Guarantees and security deposits generally.  Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $4,449 and $5,424 less than the minimum returns due to us for the three months ended June 30, 2014 and 2013, respectively and $25,291 and $29,836 less than the minimum returns due to us for the six months ended June 30, 2014 and 2013, respectively. When managers of these hotels are required to fund the shortfalls under the terms of our operating agreements or their guarantees, we reflect such fundings (including security deposit applications) in our condensed consolidated statements of income and comprehensive income as a reduction of hotel operating expenses. The reduction to hotel operating expenses was $1,267 in the three months ended June 30, 2013 and $5,331 and $8,772 in the six months ended June 30, 2014 and 2013, respectively. There was no reduction to hotel operating expenses in the three months ended June 30, 2014.  We had shortfalls in the minimum returns at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our operating agreements of $4,449 and $4,157 during the three months ended June 30, 2014 and 2013, respectively, and $19,960 and $21,064 during the six months ended June

 

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