14 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
39 unchanged sentences
(a) Index to Financial Statements and Financial Statement Schedules
−Removed: Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
+Added: Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No.
+Added: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID No.
Consolidated Balance Sheets as of December 31, 202 1 and 20 20
76 unchanged sentences
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
−Removed: 4.19 Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
−Removed: Bank National Association, relating to the Company’s 5.50% Senior Notes due 2027, including form thereof.
−Removed: (Filed herewith.)
4.19 Supplemental Indenture, dated as of November 13, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
1 unchanged sentence
(Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 17, 2020.)
+Added: 4.20 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S.
+Added: Bank National Association, relating to the Company’s 7.50% Senior Notes due 2025.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
+Added: 4.21 Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S.
+Added: Bank National Association, relating to the Company’s 7.50% Senior Notes due 2025.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
+Added: 4.22 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S.
+Added: Bank National Association, relating to the Company’s 7.50% Senior Notes due 2025.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
+Added: 4.23 Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank National Association, relating to the Company’s 5.50% Senior Notes due 2027, including form thereof.
+Added: (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)
+Added: 4.24 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S.
+Added: Bank National Association, relating to the Company’s 5.50% Senior Notes due 2027.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
+Added: 4.25 Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S.
+Added: Bank National Association, relating to the Company’s 5.50% Senior Notes due 2027.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
+Added: 4.26 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S.
+Added: Bank National Association, relating to the Company’s 5.50% Senior Notes due 2027.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
4.27 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D.
1 unchanged sentence
4.28 Description of Securities.
−Removed: (Filed herewith.)
+Added: (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)
8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters.
2 unchanged sentences
(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
−Removed: 10.2 Second Amended and Restated Property Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC.
−Removed: (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8 , 2015.)
+Added: 10.2 First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC.
+Added: (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
+Added: 10.3 Third Amended and Restated Property Management Agreement, dated as of June 22, 2021, between the Company and the RMR Group LLC.
+Added: (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
10.4 Summary of Trustee Compensation.
18 unchanged sentences
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)
+Added: 10.14 Third Amendment to Second Amended and Restated Credit Agreement, dated as of November 5, 2020, between the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions signatory thereto.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
+Added: 10.15 Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of June 11, 2021, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions signatory thereto.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
10.16 Pledge Agreement, dated as of May 8, 2020, between the Company, certain of its direct and indirect Subsidiaries and Wells Fargo Bank, National Association.
27 unchanged sentences
(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.)
−Removed: 10.25 Representative Form of Amended and Restated Management Agreement between Sonesta International Hotels Corporation and Cambridge TRS, Inc.
−Removed: (Non-Sale Properties).
−Removed: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.) (Schedule of applicable agreements incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)
−Removed: 10.26 Representative Form of Amended and Restated Management Agreement between Sonesta International Hotels Corporation and Cambridge TRS, Inc.
−Removed: (Sale Properties).
−Removed: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.) (Schedule of applicable agreements incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)
−Removed: 10.27 Amended and Restated Pooling Agreement, dated February 27, 2020, among Sonesta International Hotels Corporation, Sonesta Clift LLC, Sonesta Chicago LLC, Cambridge TRS, Inc., HPT Clift TRS LLC and HPT Wacker Drive TRS LLC.
−Removed: (Legacy Hotels) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)
+Added: 10.28 Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation, Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc.
+Added: and HRP TRS MRP, Inc.
+Added: (Sale Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022).
+Added: (Schedules thereto filed herewith.) (Schedule of applicable agreements filed herewith.)
+Added: 10.29 Amended, Restated and Consolidated Pooling Agreement for Sale Hotels, dated as of January 1, 2022, among Sonesta International Hotels Corporation, certain subsidiaries of the Company named therein as owners and certain subsidiaries of Sonesta International Hotels Corporation named therein as managers.
+Added: (Sale Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022) .
+Added: ( Schedules thereto f iled herewith.)
10.30 Stockholders Agreement, dated as of February 27, 2020, by and among Sonesta Holdco Corporation, the Company, SVC Holdings LLC, Adam D.
1 unchanged sentence
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)
−Removed: 10.29 Representative Form of Management Agreement between Sonesta International Hotels Corporation and Cambridge TRS, Inc.
−Removed: (Conversion Hotels) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.) (Schedule of applicable agreements filed herewith.)
−Removed: 10.30 Pooling Agreement, dated as of December 15, 2020, among Sonesta International Hotels Corporation, certain subsidiaries of the Company named therein as owners and certain subsidiaries of Sonesta International Hotels Corporation named therein as managers.
−Removed: (Conversion Hotels) (Filed herewith.)
+Added: 10.31 Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation, Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc.
+Added: and HRP TRS MRP, Inc.
+Added: (Retained Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022 ) .
+Added: (Schedules thereto filed herewith.) (Schedule of applicable agreements filed herewith.)
+Added: 10.32 Amended, Restated and Consolidated Pooling Agreement, dated as of January 1, 2022, among Sonesta International Hotels Corporation, certain subsidiaries of the Company named therein as owners and certain subsidiaries of Sonesta International Hotels Corporation named therein as managers.
+Added: (Retained Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022).
+Added: (Schedules thereto filed herewith.)
10.33 Second Amended and Restated Lease Agreement No.
19 unchanged sentences
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.)
+Added: 10.40 First Amendment to Second Amended and Restated Lease Agreement No.
+Added: 4, dated as of March 9, 2021, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 .
+Added: 10.41 Second Amendment to Second Amended and Restated Lease Agreement No.
+Added: 4, dated as of November 9, 2021, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.
+Added: (Filed herewith.)
10.42 Amended and Restated Guaranty Agreement, dated as of October 14, 2019, by TravelCenters of America Inc.
25 unchanged sentences
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)
−Removed: 99.2 Purchase Agreement, dated as of June 28, 2020, between the Company and TravelCenters of America Inc.
−Removed: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
15 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Service Properties Trust (the "Company") as of December 31, 2020, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows for the year then ended, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
+Added: We have audited the accompanying consolidated balance sheets of Service Properties Trust (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows for the years ended December 31, 2021 and 2020, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
2 unchanged sentences
Impairment of Real Estate Properties — Refer to Notes 2 and 13 to the financial statements
+Added: Critical Audit Matter Description
The Company’s investments in real estate assets are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable.
−Removed: The Company’s evaluation of the recoverability of real estate assets involves the comparison of undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount.
−Removed: The Company’s undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, estimated sale proceeds, and capitalization rates.
−Removed: In the event that a real estate asset is not recoverable, the Company will adjust the real estate asset to its fair value based on third-party appraisals, broker selling estimates, sale agreements under negotiation, and/or final selling prices, when available, and recognize an impairment loss for the carrying amount in excess of fair value.
+Added: Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset.
+Added: If indicators of impairment are identified for any real estate asset, the Company evaluates the recoverability of that real estate asset by comparing undiscounted future cash flows expected to be generated by the real estate asset over the Company’s expected remaining hold period to the respective carrying amount.
+Added: The Company’s undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate assets.
−Removed: This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis and assessment of expected remaining holding period.
+Added: This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the undiscounted cash flows analysis and the assessment of the expected remaining hold period included the following, among others:
−Removed: • We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate property assets, including the key inputs utilized in estimating the undiscounted future cash flows.
−Removed: • We evaluated the undiscounted cash flow analysis including estimates of future occupancy levels, rental rates, estimated sale proceeds, and capitalization rates for each real estate asset or group of assets with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
−Removed: • We evaluated the reasonableness of management’s undiscounted future cash flows analysis by comparing management’s projections to external market sources and evidence obtained in other areas of our audit.
−Removed: • We made inquiries of management regarding the current status of potential transactions and about management’s judgments to understand the probability of future events that could affect the hold period and other cash flow assumptions for the properties.
+Added: Our audit procedures related to the undiscounted cash flows analysis for each real estate asset or group of assets with impairment indicators included the following among others:
+Added: • We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate property assets, including the key assumptions utilized in estimating the undiscounted future cash flows.
+Added: • We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate asset or group of assets with impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit.
+Added: • We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate asset or group of assets with indicators of impairment.
+Added: We compared our analysis of the recoverability of the real estate asset or group of assets to the Company's analysis.
+Added: • We made inquiries of management about the current status of potential transactions and about management’s judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
−Removed: March 1, 2021
+Added: February 24, 2022
We have served as the Company’s auditor since 2020.
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 1, 2021, expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Boston, Massachusetts
−Removed: March 1, 2021
+Added: February 24, 2022
Report of Independent Registered Public Accounting Firm
1 unchanged sentence
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Service Properties Trust (the “Company”) as of December 31, 2019, the related consolidated statements of comprehensive income, shareholders' equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with U.S.
+Added: We have audited the accompanying consolidated statements of comprehensive income, shareholders' equity and cash flows of Service Properties Trust (the “Company”) for the year ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S.
generally accepted accounting principles.
2 unchanged sentences
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
21 unchanged sentences
Revolving credit facility $ 1,000,000 $ 78,424
−Removed: Term loan, net — 397,889
Senior unsecured notes, net 6,143,022 6,130,166
−Removed: Security deposits 294 109,403
Accounts payable and other liabilities 433,448 345,373
7 unchanged sentences
Additional paid in capital 4,552,558 4,550,385
−Removed: Cumulative other comprehensive loss ( 760 ) —
+Added: Cumulative other comprehensive income (loss) 779 ( 760 )
Cumulative net income available for common shareholders 2,635,660 3,180,263
10 unchanged sentences
Rental income 390,902 390,156 326,975
−Removed: FF&E reserve income 201 4,739 5,132
Total revenues 1,495,580 1,265,254 2,316,148
15 unchanged sentences
Income (loss) before income taxes and equity in earnings (losses) of an investee ( 544,603 ) ( 284,261 ) 262,150
−Removed: Income tax expense ( 17,211 ) ( 2,793 ) ( 1,195 )
+Added: Income tax benefit (expense) 941 ( 17,211 ) ( 2,793 )
Equity in earnings (losses) of an investee ( 941 ) ( 9,910 ) 393
11 unchanged sentences
(in thousands, except share data)
−Removed: Common Shares Additional
Capital Cumulative
6 unchanged sentences
Balance at December 31, 2018 164,441,709 $ 1,644 $ ( 5,181,323 ) $ 4,545,481 $ 3,231,895 $ ( 266 ) $ 2,597,431
−Removed: ASU 2016-01 cumulative effect adjustment — — — — 79,556 ( 79,556 ) —
Net income — — — — 259,750 — 259,750
−Removed: Equity in unrealized losses of investees — — — — — ( 68 ) ( 68 )
−Removed: Common share grants 115,000 1 — 3,780 — — 3,781
−Removed: Common share repurchases ( 22,432 ) — — ( 606 ) — — ( 606 )
−Removed: Distributions — — ( 346,832 ) — — — ( 346,832 )
−Removed: Balance at December 31, 2018 164,441,709 1,644 ( 5,181,323 ) 4,545,481 3,231,895 ( 266 ) 2,597,431
−Removed: Net income — — — — 259,750 — 259,750
Amounts reclassified from cumulative other comprehensive income to net income — — — — — 175 175
10 unchanged sentences
Balance at December 31, 2020 164,823,833 1,648 ( 5,628,746 ) 4,550,385 3,180,263 ( 760 ) 2,102,790
+Added: Net loss — — — — ( 544,603 ) — ( 544,603 )
+Added: Equity in unrealized gains of investees — — — — — 1,539 1,539
+Added: Common share grants 340,700 3 — 2,964 — — 2,967
+Added: Common share repurchases and forfeitures ( 72,200 ) — — ( 791 ) — — ( 791 )
+Added: Distributions — — ( 6,596 ) — — — ( 6,596 )
+Added: Balance at December 31, 2021 165,092,333 $ 1,651 $ ( 5,635,342 ) $ 4,552,558 $ 2,635,660 $ 779 $ 1,555,306
The accompanying notes are an integral part of these consolidated financial statements.
14 unchanged sentences
Unrealized (gains) losses on equity securities, net ( 22,535 ) ( 19,882 ) 40,461
−Removed: Equity in losses (earnings) of an investee 9,910 ( 393 ) ( 515 )
+Added: Equity in (earnings) losses of an investee 941 9,910 ( 393 )
Distribution of earnings from Affiliates Insurance Company — — 2,423
29 unchanged sentences
Distributions to common shareholders ( 6,596 ) ( 93,804 ) ( 353,619 )
−Removed: Net cash provided by (used in) financing activities 24,400 1,517,578 ( 190,704 )
−Removed: Increase (decrease) in cash and cash equivalents and restricted cash 10,197 5,256 ( 21,493 )
+Added: Net cash provided by financing activities 907,368 24,400 1,517,578
+Added: Increase in cash and cash equivalents and restricted cash 855,962 10,197 5,256
Cash and cash equivalents and restricted cash at beginning of year 91,456 81,259 76,003
20 unchanged sentences
At December 31, 2021, we owned, directly and through subsidiaries, 303 hotels and 788 net lease properties.
−Removed: At December 31, 2020, 305 of our 310 hotels were managed or operated by subsidiaries of the following companies:
−Removed: Sonesta Holdco Corporation, or Sonesta, ( 168 hotels), Marriott International, Inc., or Marriott ( 105 hotels), Hyatt Hotels Corporation, or Hyatt ( 22 hotels), Radisson Hospitality, Inc., or Radisson ( nine hotels) and InterContinental Hotels Group, plc, or IHG ( one hotel).
−Removed: We have entered into an agreement to sell five hotels and we have entered into a short term lease with the buyer in anticipation of the sale.
+Added: At December 31, 2021, our 303 hotels were managed by subsidiaries of the following companies:
+Added: Sonesta Holdco Corporation, or Sonesta, ( 261 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( eight hotels), Marriott International, Inc., or Marriott ( 16 hotels) and InterContinental Hotels Group, plc, or IHG ( one hotel).
At December 31, 2021, we owned 788 net lease properties with 174 tenants, including 179 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant.
Hereinafter, these companies are sometimes referred to as managers and/or tenants, or collectively, operators.
−Removed: Recent Events
−Removed: The novel coronavirus, or COVID-19, global pandemic, along with federal, state and local government mandates have disrupted and are expected to continue to have a significant negative impact on our results of operations, financial position and cash flow.
−Removed: In the United States, individuals are being encouraged to practice social distancing, are restricted from gathering in large groups, and in some areas, either have been or are subject to mandatory stay-at-home restrictions, which have restricted or prohibited large social gatherings, travel and non-essential activities outside of their homes.
−Removed: As a result, the lodging industry and other industries in which our managers and tenants operate have been adversely impacted.
−Removed: Our results of operations and cash flows from our hotels are heavily dependent on our operators’ ability to generate returns to us and their willingness to fund shortfalls in our minimum returns from their own resources.
−Removed: IHG defaulted on its agreement with us and Marriott did not fund shortfalls in the payment of our minimum returns in accordance with its agreement with us.
−Removed: We have terminated our agreements with both IHG and Marriott and have transitioned the branding and managem ent of 193 hotels previously managed by IHG, Marriott and Wyndham to Sonesta between September 2020 and February 2021.
−Removed: As a result of the disruption caused by the COVID-19 pandemic, we have taken steps to preserve liquidity by reducing our quarterly distribution to our shareholders beginning in the second quarter of 2020 to $ 0.01 per share and we expect our quarterly distribution to continue at that rate for the foreseeable future, subject to applicable REIT tax requirements, by reducing expected capital expenditures, and by working with our hotel operators to reduce hotel operating expenses, raising $ 1,229,950 of debt proceeds, repaying $ 800,000 of debt, selling assets for an aggregate sales price of $ 174,172 , excluding closing costs, and entering into an agreement to sell additional properties for an aggregate sales price of $ 24,313 , excluding sales costs.
−Removed: We and our lenders amended our credit agreement governing our $ 1,000,000 revolving credit facility and $ 400,000 term loan on May 8, 2020.
−Removed: Among other things, the amendment waived certain existing financial covenants through the end of the first quarter of 2021.
−Removed: Based on the prolonged effect of the pandemic and our expectations of not being able to meet the financial covenants under our amended credit agreement, we entered into an additional amendment on November 5, 2020.
−Removed: Among other things, the amendment waives all of the existing financial covenants through the end of the agreement term, or July 15, 2022, or the New Waiver Period.
−Removed: On January 19, 2021, we borrowed $ 972,793 under our revolving credit facility as a precautionary measure to preserve financial flexibility.
−Removed: As of February 26, 2021, we are fully drawn under our revolving credit facility.
−Removed: Based on these actions, the cash flows we receive from our net lease portfolio, the financing activities we have completed, and asset dispositions we have completed or expect to complete, we believe we will have sufficient liquidity to meet our obligations for at least the next twelve months.
−Removed: See Notes 5 and 6 for additional information regarding the transactions and other actions described above.
+Added: Impact of COVID-19
+Added: Since March 2020, the lodging industry and certain other industries in which our managers and certain tenants operate have been adversely impacted by the COVID-19 global pandemic, along with federal, state and local government mandates intended to contain and mitigate the spread of COVID-19 and market reactions to the pandemic.
+Added: The effects of COVID-19 continue to have a significant negative impact on our results of operations, financial position and cash flow.
+Added: Although lodging demand improved during the year ended December 31, 2021 when compared to 2020 levels, we do not know when or if lodging business levels will return to historical pre-pandemic levels.
+Added: To mitigate the effects of the pandemic and the increased variability in operating cashflows from our hotels, we continue to work with our hotel managers to contain costs where possible.
+Added: We are prioritizing, deferring, or strategically planning capital improvements to mitigate potential disruptions to hotel results.
+Added: We also continue to pay only a nominal quarterly dividend of $ 0.01 per common share to preserve our liquidity.
+Added: As of February 22, 2022, we have $ 959,467 of cash or cash equivalents.
+Added: We also have entered agreements to sell 45 properties for an aggregate sales price of $ 402,365 and have letters of intent or are in the process of marketing 43 additional properties with an aggregate carrying value of $ 150,962 .
+Added: Our $ 1,000,000 revolving credit facility matures on July 15, 2022 and we have $ 500,000 of unsecured senior notes due on August 15, 2022.
+Added: We currently expect we will be able to either repay or extend the maturity of our debt coming due in 2022.
+Added: We believe that our current financial resources, actions we have taken and are in the process of taking and our expectations as to the future performance of the lodging industry and the industries in which our net lease retail tenants operate and our fully collateralized revolving credit facility will provide us sufficient liquidity and enable us to withstand the COVID-19 pandemic and its aftermath.
+Added: See Notes 4 and 6 for additional information regarding our asset sales and debt.
Summary of Significant Accounting Policies
12 unchanged sentences
For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill.
−Removed: We depreciate real estate properties on a straight line basis over estimated useful lives of up to 40 years for buildings and improvements and up to 12 years for personal property and we amortize finite lived intangible assets over the shorter of their useful lives or the term of the associated lease.
+Added: We depreciate real estate properties on a straight line basis over estimated useful lives of up to 40 years for buildings and improvements and up to 12 years for personal property and we amortize finite lived intangible assets over the shorter of their useful lives or the term of the
+Added: associated lease.
In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determination of useful lives;
42 unchanged sentences
Restricted Cash.
−Removed: Restricted cash, or FF&E reserve escrows, consists of amounts escrowed pursuant to the terms of our management agreements and leases to fund periodic renovations and improvements at our hotels.
+Added: Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and proceeds from the sale of certain of our assets to be used for general business purposes pursuant to our credit agreement.
Debt Issuance Costs .
13 unchanged sentences
One of Sonesta’s other directors is our other Managing Trustee, President and Chief Executive Officer and Sonesta’s other director serves as The RMR Group LLC, or RMR LLC’s, and The RMR Group Inc., or RMR Inc.’s, executive vice president, general counsel and secretary and as our Secretary.
−Removed: Sonesta’s chief executive officer and chief financial officer are officers of RMR LLC.
+Added: Certain of Sonesta’s officers are officers of RMR LLC.
Certain other officers and employees of Sonesta are former employees of RMR LLC.
6 unchanged sentences
As of December 31, 2021, we owned 1,184,797 common shares of TA.
−Removed: On July 1, 2019, we sold all the shares of class A common stock of RMR Inc.
−Removed: that we previously owned.
−Removed: See Notes 9 and 13 for further information on these investments.
Revenue Recognition.
3 unchanged sentences
We recognize rental income from operating leases on a straight line basis over the term of the lease agreements.
−Removed: We reduced rental income by $ 714 and $ 10,719 during the years ended December 31, 2020 and 2019, respectively, and increased rental income by $ 12,509 during the year ended December 31, 2018, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis.
+Added: We reduced rental income by $ 2,621 , $ 714 and $ 10,719 during the years ended December 31, 2021, 2020 and 2019, respectively, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis.
See Notes 4, 5 and 9 for further information regarding our TA leases.
18 unchanged sentences
hotel investments and net lease investments.
+Added: Reclassifications.
+Added: Reclassifications have been made to the prior years’ consolidated financial statements to conform to the current year’s presentation.
Income Taxes.
8 unchanged sentences
We classify interest and penalties related to uncertain tax positions, if any, in our consolidated statements of comprehensive income (loss) as a component of general and administrative expense.
−Removed: New Accounting Pronouncements.
−Removed: On January 1, 2020, we adopted FASB ASU No.
−Removed: 2016-13, Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses.
−Removed: The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
−Removed: Lease related receivables are governed by the lease accounting under GAAP and are not subject to ASU No.
−Removed: We adopted this standard using the modified retrospective approach.
−Removed: The implementation of this standard did not have a material impact in our consolidated financial statements.
Weighted Average Common Shares
12 unchanged sentences
and land of $ 2,030,440 , buildings and improvements of $ 8,600,239 and furniture, fixtures and equipment of $ 531,593 , as of December 31, 2020.
−Removed: During 2020, 2019 and 2018, we funded $ 136,155 , $ 242,571 and $ 200,044 , respectively, for improvements to certain of our properties.
+Added: We funded capital improvements to certain of our properties of $ 103,630 , $ 136,155 and $ 242,571 , during 2021, 2020 and 2019, respectively.
During 2020, we completed a comprehensive rebuilding project of our San Juan, PR hotel as a result of damage sustained during Hurricane Maria in 2017.
6 unchanged sentences
future rents under two ground leases have been prepaid.
−Removed: Seventeen ( 17 ) of our net lease properties are on land we leased partially or entirely from unrelated third parties.
+Added: Sixteen ( 16 ) of our net lease properties are on land we leased partially or entirely from unrelated third parties.
The remaining terms on the leases range from one year to 29 years with rents averaging $ 424 per year.
4 unchanged sentences
We accounted for these transactions as acquisitions of assets.
−Removed: Acquisition Date Location Type Rooms or Square feet Purchase Price (1)
+Added: Acquisition Date Location Property Type Rooms or Square feet Purchase Price (1)
Land Land Improvements Building and Improvements Furniture, Fixtures and Equipment Held For Sale Intangible Assets
Properties acquired during the year ended December 31, 2021
+Added: 3/9/2021 Nashville, TN Net Lease — $ 7,709 $ 7,709 $ — $ — $ — $ — $ —
+Added: Properties acquired during the year ended December 31, 2020
3/12/2020 Two states Net Lease 6,696 $ 7,071 $ 880 $ — $ 5,363 $ — $ — $ 828
9 unchanged sentences
$ 2,711,985 $ 444,260 $ 1,204 $ 1,365,525 $ 8,593 $ 604,989 $ 287,414
−Removed: Properties acquired during the year ended December 31, 2018
−Removed: 6/15/2018 Minneapolis, MN Hotel 360 $ 75,576 $ 2,196 $ — $ 68,388 $ 4,992 $ — $ —
−Removed: 6/15/2018 Baton Rouge, LA Hotel 117 16,022 2,242 173 12,842 765 — —
−Removed: 10/30/2018 Scottsdale, AZ Hotel 164 35,999 6,450 833 25,898 2,818 — —
−Removed: $ 127,597 $ 10,888 $ 1,006 $ 107,128 $ 8,575 $ — $ —
(1) Includes acquisition related costs.
5 unchanged sentences
As of December 31, 2021, we had $ 4,310 of unspent leasing related obligations assumed as a part of the SMTA Transaction.
−Removed: In January 2021, we entered into an agreement to acquire a property adjacent to one of our travel centers in Nashville, TN for $ 7,600 , excluding closing costs.
−Removed: We expect to complete this transaction in the first quarter of 2021.
During the years ended December 31, 2021, 2020 and 2019 we sold 18 , 39 and 150 properties, respectively, for an aggregate sales price of $ 52,332 , $ 174,172 , and $ 821,212 respectively, excluding closing costs, as presented in the table below.
−Removed: The sales of these properties do not represent significant dispositions individually or in the aggregate nor do they represent a strategic shift.
+Added: The sales of these properties in the table below do not represent significant dispositions individually or in the aggregate nor do they represent a strategic shift.
As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our consolidated statements of comprehensive income (loss).
−Removed: Date of Sale Number of Properties Location Tenant/Operator Rooms or Suites/Square Feet Gross Sales Price Gain/ (Loss) on Sale
+Added: Year of Sale Property Type Number of Properties Rooms or Suites/Square Feet Gross Sales Price Gain/ (Loss) on Sale
Properties sold during the year ended December 31, 2021
−Removed: 01/28/2020 1 Gothenburg, NE Vacant 31,978 $ 585 $ 7
−Removed: 02/06/2020 1 Rochester, MN Vacant 90,503 2,600 ( 68 )
−Removed: 02/13/2020 1 Ainsworth, NE Vacant 32,901 775 7
−Removed: 02/14/2020 1 Dekalb, IL Vacant 5,052 1,050 21
−Removed: 03/02/2020 1 Eau Claire, MI HOM Furniture, Inc.
−Removed: 98,824 2,600 ( 6,947 )
−Removed: 03/28/2020 1 Stillwater, OK Vacant 33,018 400 70
−Removed: 05/26/2020 1 Pawtucket, RI Vacant 22,027 1,610 ( 1,751 )
−Removed: 05/28/2020 1 Canton, MA Destination XL Group, Inc.
−Removed: 755,992 51,000 ( 1,049 )
−Removed: 05/28/2020 1 Phoenix, AZ Vacant 29,434 2,900 ( 81 )
−Removed: 06/25/2020 1 Bellefontaine, OH Vacant 2,267 440 20
−Removed: 07/17/2020 1 Clinton, MD ADF Midatlantic LLC 2,935 700 ( 5 )
−Removed: 08/20/2020 1 Lancaster, PA Chaac Pizza Northeast, LLC 3,014 775 74
−Removed: 08/26/2020 1 Baton Rouge, LA Vacant 2,334 750 39
−Removed: 08/26/2020 1 Winston-Salem, NC Vacant 32,816 1,300 23
−Removed: 09/17/2020 1 Hillard, OH Vacant 5,316 2,350 5
−Removed: 10/6/2020 1 Cabot, AR Vacant 18,165 550 25
−Removed: 10/8/2020 1 Lander, WY The Forge Bar and Grill 8,900 350 2
−Removed: 11/2/2020 1 Raleigh, NC Vacant 55,558 3,900 41
−Removed: 11/18/2020 8 8 states Marriott 834 44,800 8,375
−Removed: 12/15/2020 1 Fredrick, MD Chaac Pizza 3,000 800 18
−Removed: 12/22/2020 1 O'Neill, NE Vacant 31,374 850 ( 136 )
−Removed: 12/29/2020 10 10 states Wyndham 1,212 40,987 9,175
−Removed: 12/30/2020 1 Morrisville, PA Vacant 110,075 12,100 ( 5,604 )
+Added: 2021 Hotels 7 669 $ 40,552 $ 9,590
+Added: 2021 Net Lease 11 97,276 11,780 1,932
18 669 / 97,276
1 unchanged sentence
Properties sold during the year ended December 31, 2020
−Removed: 01/16/2019 20 15 states (1)
−Removed: TravelCenters of America, Inc.
−Removed: 541,483 $ 308,200 $ 159,535
−Removed: 10/22/2019 1 Hermantown, MN (2)
−Removed: HOM Furniture, Inc.
+Added: 2020 Hotels 18 2,046 $ 85,787 $ 17,550
+Added: 2020 Net Lease 21 1,375,483 88,385 ( 15,289 )
39 2,046 / 1,375,483
−Removed: 10/29/2019 1 Las Vegas, NV (2)
−Removed: Station Casino 138,558 57,000 —
−Removed: 11/14/2019 1 Colby, KS (2)
−Removed: Vacant 6,900 590 —
−Removed: 11/25/2019 123 Various (2)
−Removed: Various 2,429,333 435,104 —
−Removed: 12/16/2019 1 Naples, FL (2)
−Removed: Rick Johnson Auto & Tire 4,480 1,112 —
−Removed: 12/16/2019 1 Naples, FL (2)
−Removed: Rick Johnson Auto & Tire 4,500 706 —
−Removed: 12/30/2019 2 Dallas, TX (2)
−Removed: Pine Creek Medical Center 85,839 12,250 —
$ 174,172 $ 2,261
−Removed: (1) See Note 5 to these consolidated financial statements for further information on this transaction.
−Removed: (2) In the fourth quarter of 2019, we sold 130 net lease properties with an aggregate of approximately $ 2.8 million square feet in 28 states for an aggregate sales price of $ 513,012 , excluding closing costs.
−Removed: We have entered into an agreement to sell five hotels with 430 rooms in four states with an aggregate carrying value of $ 10,699 for an aggregate sales price of $ 22,263 , excluding closing costs.
−Removed: We currently expect the sales of these hotels to be completed in the first quarter of 2021.
−Removed: We have also entered into agreements to sell three net lease properties with approximately 38,942 square feet with a carrying value of $ 1,746 for an aggregate sales price of $ 2,050 , excluding closing costs.
−Removed: We currently expect the sale of these net lease properties to be completed by the end of the second quarter of 2021.The sales of these properties are subject to conditions and may be delayed, may not occur, or their terms may change.
−Removed: In January 2021, the landlord for a hotel subject to a ground lease exercised its purchase option to acquire our leasehold interest for our net book value, which was $ 9,753 as of December 31, 2020.
−Removed: We expect this transaction to close in April 2021.
−Removed: As of December 31, 2020, we had five hotels with 430 rooms with an aggregate carrying value of $ 10,699 classified as held for sale and six net lease properties with 46,799 square feet with leases requiring aggregate annual minimum rent of $ 121 and an aggregate carrying value of $ 2,844 classified as held for sale.
+Added: Properties sold during the year ended December 31, 2019
+Added: 2019 Net Lease 150 3,314,724 $ 821,212 $ 159,535
+Added: In January 2022, we sold one hotel with 295 rooms and a carrying value of $ 12,016 for a sales price of $ 19,000 , excluding closing costs.
+Added: We have also entered into agreements to sell 45 hotels with 5,680 rooms and an aggregate carrying value of $ 352,540 for an aggregate sales price of $ 402,365 , excluding closing costs and have letters of intent or are in the process of marketing 43 additional properties with an aggregate carrying value of $ 150,962 .
+Added: We currently expect the sale of these properties to be completed by the end of the second quarter of 2022.
+Added: As of December 31, 2021, we had 67 hotels with 8,667 rooms with an aggregate carrying value of $ 503,078 classified as held for sale and 22 net lease properties with 154,206 square feet with an aggregate carrying value of $ 12,440 classified as held for sale.
See Notes 5 and 13 for further information on these properties.
Management Agreements and Leases
−Removed: As of December 31, 2020, we owned 310 hotels included in seven operating agreements and 799 service-oriented retail properties net leased to 170 tenants.
+Added: As of December 31, 2021, we owned 303 hotels included in six operating agreements and 788 service-oriented retail properties net leased to 174 tenants.
We do not operate any of our properties.
Hotel agreements
−Removed: As of December 31, 2020, 305 of our hotels were leased to our TRSs and managed by independent hotel operating companies.
−Removed: As of December 31, 2020, our hotel properties were managed by separate subsidiaries of Sonesta, Marriott, Hyatt, Radisson and IHG under six agreements.
−Removed: We have entered into an agreement to sell five hotels and we have entered a short term lease of these properties with the buyer in anticipation of the sale.
−Removed: These hotel agreements had initial terms expiring between 2021 and 2037.
−Removed: Each of these agreements is for between one and 168 of our hotels.
−Removed: In general, the agreements contain renewal options for all, but not less than all, of the affected properties included in each agreement, and the renewal terms range between one to 60 years.
−Removed: Most of these agreements require the third party manager or tenant to:
−Removed: (1) make payments to us of minimum returns or minimum rents;
−Removed: (2) deposit a percentage of total hotel sales into FF&E reserves;
−Removed: and (3) for our managed hotels, make payments to our TRSs of additional returns to the extent of available cash flows after payment of operating expenses, payment of certain management fees, funding of our FF&E reserves, payment of our minimum returns, reimbursement of certain advances and replenishment of security deposits or guarantees.
−Removed: In the past, some of our managers or tenants or their affiliates provided deposits or guarantees to secure their obligations to pay us.
Sonesta agreement.
−Removed: As of December 31, 2020, Sonesta managed 38 of our full-service hotels, 121 extended stay hotels, and nine select service hotels pursuant to management agreements for each of the hotels.
−Removed: We are also party to pooling agreements that combine certain of our management agreements with Sonesta for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and minimum returns due to us.
+Added: As of December 31, 2021, Sonesta operated 261 of the 303 hotels we then owned, which comprised approximately 50.9 % of our total historical real estate investments, including 42 of our full-service hotels, 156 extended stay hotels, and 63 select service hotels pursuant to management agreements for each of the hotels.
+Added: We are also party to pooling agreements that combine certain of our management agreements with Sonesta for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and owner's priority returns due to us.
See Notes 4 and 9 for further information regarding our relationship, agreements and transactions with Sonesta.
On February 27, 2020, we entered into a transaction agreement with Sonesta pursuant to which we and Sonesta restructured our business arrangements with respect to our hotels then managed by Sonesta as follows:
−Removed: • we and Sonesta had agreed to sell, rebrand or repurpose our 39 extended stay hotels then managed by Sonesta.
−Removed: We have since decided not to pursue the sale of these 39 hotels based on market conditions and the improved performance of these hotels during the pandemic;
−Removed: • the annual minimum returns due for the 14 full-service hotels that Sonesta then managed, and which it continues to manage, were reduced from $ 99,013 to $ 69,013 as of that date;
+Added: • We and Sonesta agreed to sell, rebrand or repurpose our 39 extended stay hotels then managed by Sonesta.
+Added: We subsequently decided to suspend pursuing the sale of these 39 hotels based on market conditions;
+Added: however, as noted below, we and Sonesta decided to sell 68 of our hotels managed by Sonesta, which includes many of these 39 hotels we had previously targeted for sale, rebranding or repurposing;
+Added: we subsequently sold one of the 68 hotels in December 2021;
+Added: see Note 4 for further information regarding that sale;
+Added: • The annual owner’s priority returns due for the 14 full-service hotels that Sonesta then managed and continues to manage were reduced from $ 99,013 to $ 69,013 as of that date;
• Sonesta issued to us a number of its shares of common stock representing approximately (but not more than) 34 % of its outstanding shares of common stock (post-issuance) and we entered into a stockholders agreement with Sonesta, Adam Portnoy and the other stockholder of Sonesta and a registration rights agreement with Sonesta;
−Removed: • we and Sonesta modified our then existing management agreements and pooling agreement so that up to 5 % of the hotel gross revenues of each of our 14 full-service hotels then managed, and which it continues to manage, by Sonesta will be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the annual minimum returns due to us under the management agreements;
+Added: • We and Sonesta modified our then existing management agreements and pooling agreement so that 5 % of the hotel gross revenues of each of our 14 full-service hotels then managed by Sonesta will be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the annual owner’s priority returns due to us under the management agreements;
• We and Sonesta modified the termination provisions of our then existing management agreements and pooling agreement and removed the provisions in our pooling agreement that allowed either us or Sonesta to require the marketing for sale of non-economic hotels;
2 unchanged sentences
We previously leased 48 vacation units to Wyndham Destinations, Inc.
−Removed: WYND) at our full service hotel located in Chicago, IL, which Sonesta began managing in November 2019 and which had previously been managed by Wyndham.
+Added: WYND), or Destinations, at our full-service hotel located in Chicago, IL, which Sonesta began managing in November 2019 and which had previously been managed by Wyndham.
Effective March 1, 2020, Sonesta commenced managing those units and those units were added to our legacy management agreement with respect to that Chicago hotel.
Between September 18, 2020 and December 15, 2020, we transferred the branding and management of 115 hotels previously managed by IHG, Marriott and Wyndham to Sonesta.
−Removed: In February 2021, we transferred the branding and management of 78 Marriott branded hotels to Sonesta and we expect to transition the branding and management of 10 additional Marriott hotels to Sonesta in March 2021.
−Removed: In addition, if our discussions with Hyatt do not result in a mutually acceptable agreement, we expect to transition management of the 22 hotels currently managed by Hyatt to Sonesta in April 2021.
−Removed: We entered into management agreements with Sonesta with respect to these hotels on terms substantially consistent with our legacy management agreements, except that the management agreements for these transitioned hotels expire on December 31, 2021 and automatically renew for successive one-year terms unless terminated earlier.
−Removed: We refer to these management agreements as the conversion hotel management agreements and we refer to the conversion hotel management agreements and the legacy management agreements collectively as our Sonesta agreements.
−Removed: We also entered into a separate pooling agreement with Sonesta with respect to the conversion hotel management agreements on substantially the same terms as the existing Sonesta pooling agreement.
−Removed: Our Sonesta agreements provide that we are paid a fixed annual minimum return equal to 8 % of our invested capital, as defined therein, if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so.
−Removed: Our fixed annual minimum return under our Sonesta agreements was $ 349,456 as of December 31, 2020.
−Removed: Our Sonesta agreements further provide that we are paid an additional return equal to 80 % of the operating profits, as defined therein, after reimbursement of owner or manager advances, FF&E reserve escrows and Sonesta’s incentive fee, if applicable.
+Added: In February and March 2021, we transitioned the branding and management of 88 hotels to Sonesta from Marriott.
+Added: We entered into management agreements with Sonesta with respect to these hotels on terms substantially consistent with our legacy management agreements, except that the management agreements for these transitioned hotels were scheduled to expire on December 31, 2021 and automatically renew for successive one year terms unless terminated earlier.
+Added: We refer to these management agreements as the conversion hotel management and pooling agreements and together with the legacy management agreements and legacy pooling agreements, as applicable, the Sonesta agreements.
+Added: In June 2021, we transitioned the branding and management of five hotels to Sonesta from Hyatt and on
+Added: November 1, 2021, we transitioned the branding and management of one additional hotel to Sonesta from Radisson.
+Added: We added these hotels to our conversion hotel management and pooling agreements with Sonesta.
+Added: Our Sonesta agreements provided that we be paid a fixed annual owner’s priority return equal to 8 % of our invested capital, as defined therein, if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so.
+Added: Our Sonesta agreements further provide that we are paid an additional return equal to 80 % of the remaining operating profits, as defined therein, after reimbursement of owner or manager advances, FF&E reserve escrows and Sonesta’s incentive fee, if applicable.
+Added: We realized returns from our Sonesta hotels of $ 53,853 during the year ended December 31, 2021.
Our Sonesta hotels generated net operating losses of $ 65,277 during the year ended December 31, 2020.
−Removed: Our funding of these losses is considered an owner advance, as defined, and is reimbursable to us from a share of future cash flows from the hotel operations in excess of the minimum returns due to us, if any, pursuant to the terms of our Sonesta agreements.
−Removed: We realized returns of $ 67,592 and $ 78,076 during the years ended December 31, 2019 and 2018, respectively, under our Sonesta agreements.
+Added: We realized returns from our Sonesta hotels of $ 67,592 during the year ended December 31, 2019.
We do not have any security deposits or guarantees for our Sonesta hotels.
1 unchanged sentence
Our Sonesta agreements provide that Sonesta is entitled to receive, after payment of hotel operating expenses, a base management fee equal to 3.0 % of gross revenues for our full-service hotels and 5.0 % of gross revenues for our extended stay and select service hotels.
−Removed: Additionally, Sonesta is entitled to a reservation fee equal to 1.5 % of gross room revenues, as defined in our Sonesta agreements, a system fee for centralized services of 1.5 % of gross revenues, a procurement and construction supervision fee equal to 3.0 % of third party costs of capital expenditures and an incentive management fee equal to 20.0 % of operating profits remaining after reimbursement to us and to Sonesta of certain advances and payment of our minimum returns.
−Removed: Sonesta’s incentive management fee, but not its other fees, is earned only after our minimum returns are paid.
+Added: Additionally, Sonesta is entitled to a reservation fee equal to 1.5 % of gross room revenues, as defined in our Sonesta agreements, a system fee for centralized services of 1.5 % of gross revenues, a procurement and construction supervision fee equal to 3.0 % of third party costs of capital expenditures managed by Sonesta and an incentive management fee equal to 20.0 % of operating profits remaining after reimbursement to us and to Sonesta of certain advances, payment of our owner's priority returns and funding of FF&E reserve escrows.
+Added: Sonesta’s incentive management fee, but not its other fees, is earned only after our owner's priority returns are paid.
Our Sonesta agreements also provide that the costs incurred by Sonesta for advertising, marketing, promotional and public relations programs and campaigns, including “frequent stay” rewards programs, for the benefit of our Sonesta hotels are subject to reimbursement by us or are otherwise treated as hotel operating expenses, subject to our approval.
−Removed: Pursuant to our Sonesta agreements, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third-party reservation transmission fees of $ 17,734 , $ 36,169 and $ 34,821 for the years ended December 31, 2020, 2019 and 2018, respectively, under our Sonesta agreements.
+Added: Pursuant to our Sonesta agreements, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third-party reservation transmission fees of $ 84,926 , $ 17,734 and $ 36,169 for the years ended December 31, 2021, 2020 and 2019, respectively.
These fees and costs are included in hotel operating expenses in our consolidated statements of comprehensive income (loss).
1 unchanged sentence
These amounts have been capitalized in our consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.
−Removed: Our Sonesta agreements require us to fund capital expenditures that we approve or approved at our Sonesta hotels.
−Removed: Commencing February 27, 2020, each of our 14 full-service hotels operated under the legacy management agreements and all the hotels operated under the conversion hotel management agreements managed by Sonesta require that 5 % of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the annual minimum returns due to us.
+Added: Our Sonesta agreements require us to fund capital expenditures that we approve at our Sonesta hotels.
+Added: Commencing February 27, 2020, each of our 14 full-service hotels operated under the legacy management agreements and all the hotels operated under the conversion hotel management agreements managed by Sonesta require that 5 % of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the annual owner's priority returns due to us.
Our legacy management agreements do not require FF&E escrow deposits for 39 extended stay hotels.
−Removed: No FF&E escrow deposits were required during the year ended December 31, 2020 under our Sonesta agreements.
−Removed: We funded $ 62,963 , $ 114,082 and $ 82,329 for renovations and other capital improvements to certain hotels included in our Sonesta agreements during the years ended December 31, 2020, 2019 and 2018, respectively.
−Removed: We owed Sonesta $ 26,096 , $ 15,537 and $ 5,703 for 2020 operating losses generated by our Sonesta hotels, capital expenditure and other reimbursements or for previous overpayments of estimated minimum returns advanced at December 31, 2020, 2019 and 2018, respectively.
+Added: No FF&E escrow deposits were required during the years ended December 31, 2021, 2020 and 2019 under our Sonesta agreements.
+Added: We incurred capital expenditures for certain hotels included in our Sonesta agreements of $ 93,472 , $ 62,963 and $ 114,081 during the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: We owed Sonesta $ 17,248 , $ 26,096 and $ 15,537 for 2021 capital expenditure and reimbursements or for a previous overpayment of estimated owner's priority returns advanced at December 31, 2021, 2020 and 2019, respectively.
+Added: Sonesta owed us $ 4,592 for 2021 owner’s priority returns as of December 31, 2021.
Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our consolidated balance sheets, respectively.
−Removed: Our legacy management agreements with Sonesta expire in January 2037, and will be extended automatically for up to two successive 15 years renewal terms unless Sonesta elects not to renew any such agreement.
−Removed: Under the legacy pooling agreement, if Sonesta elects not to renew a legacy management agreement, that will be deemed to be a notice of non-renewal for all our legacy management agreements with Sonesta.
−Removed: The legacy pooling agreement includes only legacy management agreements with Sonesta.
−Removed: In general, we may terminate any legacy management agreement with respect to a full-service hotel or an extended stay hotel for cause, casualty and condemnation events.
−Removed: We may terminate any legacy management agreement with respect to an extended stay hotel without cause upon 60 days’ notice.
−Removed: We also have the right to terminate a legacy management agreement with respect to a full-service hotel if our minimum return is less than 6 % of our invested capital during any three of four applicable consecutive years;
−Removed: however, under the legacy pooling agreement, this termination right is subject to a portfolio wide performance test such that we may only terminate the legacy management agreement with respect to a full-service hotel if our aggregate minimum returns for all of our full-service hotels in the portfolio covered by the legacy pooling agreement are less than 6 % of our aggregate invested capital during the applicable testing period.
−Removed: A termination fee may be payable under certain circumstances if a legacy management agreement with respect to a full-service hotel is terminated.
−Removed: The termination fee would be an amount equal to the present value of the payments that would have been made to Sonesta as a base management fee, reservation fee, system fee and incentive management fee between the date of termination of the applicable legacy management agreement and the scheduled expiration date of the term that was remaining prior to such termination, which present value is calculated based upon the average of each of such fees earned in each of the three years ended prior to the date of termination, discounted at an annual rate equal to 8 %.
−Removed: No termination fee is payable if a legacy management agreement with respect to an extended stay hotel is terminated.
−Removed: We or Sonesta may terminate any conversion hotel management agreement upon 30 days’ notice (if by us) or 60 days’ notice (if by Sonesta) or as otherwise provided in such agreement.
−Removed: No termination fee is payable if a conversion hotel management agreement is terminated.
+Added: We are required to maintain working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations.
+Added: We had advanced $ 56,697 and $ 41,514 of initial working capital to Sonesta as of December 31, 2021 and 2020, respectively.
+Added: These amounts are included in other assets in our consolidated balance sheets.
+Added: Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreement.
+Added: Amended and Restated Management and Pooling Agreements with Sonesta
+Added: On January 7, 2022, we and Sonesta amended and restated our management agreements effective January 1, 2022.
+Added: As of that date, we owned 261 hotels managed by Sonesta and 67 of these hotels are expected to be sold, or the sale hotels.
+Added: Among other things, the amendments to the agreements between us and Sonesta for 194 hotels, or the retained hotels, are as follows:
+Added: • The term for the retained hotels expires on January 31, 2037 and includes two 15 -year renewal options.
+Added: • All retained hotels are subject to a pooling agreement that combines the management agreements for the retained hotels for purposes of calculating gross revenues, hotel operating expenses, fees and distributions and the owner’s priority return due to us.
+Added: • The owner’s priority return for the retained hotels is initially set at $ 325,200 annually.
+Added: We have the right to terminate Sonesta’s management of specific hotels that we own if minimum performance thresholds are not met starting in 2023.
+Added: • We will renovate the retained hotels to comply with agreed upon brand standards.
+Added: As we advance such funding or fund other capital expenditures, the aggregate annual owner’s priority return due to us will increase by 6 % of the amounts funded.
+Added: • Trade area restrictions by hotel brand have been added to define boundaries to protect our owned hotels in response to Sonesta increasing its franchising and third-party management activities.
+Added: In general, we and Sonesta may terminate a management agreement for a retained hotel for events of default, casualty and condemnation events, although Sonesta may not terminate for certain events of default.
+Added: We also have the right to terminate a management agreement for a retained hotel if minimum performance thresholds are not met starting in 2023 for any three of four applicable consecutive years.
+Added: We and Sonesta can terminate a management agreement due to an event of default of the other party, although Sonesta may not terminate for certain events of default.
+Added: Pursuant to the management agreement, we or Sonesta may be obligated to pay the other party damages if the terminating party terminates a management agreement due to the other party’s event of default.
+Added: For the sale hotels, the term was extended to the earlier of December 31, 2022 (or until the applicable hotel has been sold) and the FF&E reserve funding requirement was removed.
+Added: We can terminate a management agreement due to a Sonesta event of default.
+Added: Pursuant to the management agreement, Sonesta may be obligated to pay us damages if we terminate a management agreement for a sale hotel due to Sonesta’s event of default.
+Added: Our owner’s priority return will be reduced by the current owner’s priority return for a sale hotel once sold.
+Added: The total owner’s priority for all the sale hotels is $ 84,653 .
+Added: The sale hotels are subject to a pooling agreement that combines the management agreements for the sale hotels for purposes of calculating gross revenues, hotel operating expenses, fees and distributions and the owner’s priority return due to us.
Accounting for Investment in Sonesta:
We account for our 34.0 % non-controlling interest in Sonesta under the equity method of accounting.
−Removed: As of December 31, 2020, our investment in Sonesta had a carrying value of $ 36,646 .
+Added: Our investment in Sonesta had a carrying value of $ 62,687 and $ 36,646 as of December 31, 2021 and 2020, respectively.
This amount is included in other assets in our consolidated balance sheets.
1 unchanged sentence
As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition.
−Removed: We recorded amortization of the basis difference of $ 216 in the year ended December 31, 2020.
−Removed: We recognized losses of $ 9,910 related to our investment in Sonesta for the year ended December 31, 2020.
−Removed: These amounts are included in equity in earnings (losses) of an investee in our consolidated statements of comprehensive income (loss).
+Added: We recorded amortization of the basis difference of $ 260 and $ 217 in the years ended December 31, 2021 and 2020, respectively.
+Added: In March 2021, we funded a $ 25,443 capital contribution to Sonesta related to its acquisition of Red Lion Hotels Corporation to maintain our pro rata ownership.
+Added: We recognized losses of $ 941 and $ 9,910 related to our investment in Sonesta for the years ended December 31, 2021 and 2020, respectively.
+Added: These amounts are included in equity in earnings (losses) of an investee in our consolidated statements of comprehensive income.
We recorded a liability of $ 42,000 for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta.
This liability for our investment in Sonesta is included in accounts payable and other liabilities in our consolidated balance sheet and is being amortized on a straight-line basis through January 31, 2037, as a reduction to hotel operating expenses in our consolidated statements of comprehensive income (loss).
−Removed: We reduced hotel operating expenses by $ 2,070 for the year ended December 31, 2020 for amortization of this liability.
−Removed: As of December 31, 2020, the unamortized balance of this liability was $ 39,931 .
+Added: We reduced hotel operating expenses by $ 2,484 and $ 2,070 for the year ended December 31, 2021 and 2020, respectively, for amortization of this liability.
+Added: As of December 31, 2021 and 2020, the unamortized balance of this liability was $ 37,447 and $ 39,930 , respectively.
See Note 9 for further information regarding our relationship, agreements and transactions with Sonesta.
−Removed: IHG agreement.
−Removed: Our historical management for 102 hotels and lease agreement for one hotel with IHG, or the IHG agreement, had provided that we were to be paid annual minimum returns and rents of $ 216,551 .
−Removed: Pursuant to the IHG agreement, IHG had provided us with a security deposit to cover minimum payment shortfalls, if any.
−Removed: Under this agreement, IHG was required to maintain a minimum security deposit of $ 37,000 and this security deposit could be replenished and increased up to $ 100,000 from a share of cash flows from the hotels in excess of our minimum returns and rents, working capital advances and certain management fees, if any.
−Removed: During the year ended December 31, 2020, we had fully utilized the $ 75,717 security deposit we held to cover shortfalls in hotel cash flows available to pay the minimum returns due to us for the period.
−Removed: We terminated our agreement with IHG for failure to pay minimum returns and rents due to us during 2020 upon exhausting the security deposit.
−Removed: We transferred the branding and management of 102 of our 103 IHG hotels to Sonesta in December 2020 as described above.
−Removed: On December 1, 2020 we entered into an agreement with IHG for one hotel located in Ravinia, GA.
−Removed: This agreement expires on January 31, 2026 and IHG has an option to acquire the hotel for the greater of $ 128,500 , our historical investment in the property, and an amount based on the operating results of the hotel for the 24 months period prior to the option notice date, divided by 8 %.
−Removed: IHG is paid a base management fee of 3 % of gross revenues to operate this property.
−Removed: We realized returns and rents of $ 107,888 , $ 205,941 and $ 189,981 during the years ended December 31, 2020, 2019 and 2018 respectively, under our IHG agreement and the December 2020 agreement with IHG.
−Removed: The IHG agreement required 5 % of gross revenues from hotel operations be placed in an FF&E reserve.
−Removed: As a result of market conditions, we and IHG agreed to suspend contributions to the FF&E reserve under the IHG agreement beginning in March 2020 through the end of 2020.
−Removed: In April 2020, we funded $ 37,000 of working capital advances under the IHG agreement to cover projected operating losses at our hotels managed by IHG.
−Removed: Marriott agreement .
−Removed: Our management agreement with Marriott for 105 hotels, or the Marriott agreement, provides that, as of December 31, 2020, we were to be paid annual minimum returns of $ 176,416 .
−Removed: Pursuant to the Marriott agreement, Marriott had provided us with a security deposit to cover minimum return payment shortfalls, if any.
−Removed: Under this agreement, this security deposit, if utilized, would be replenished and increased up to $ 64,700 from 60 % of the cash flows realized from operations of the 122 hotels after payment of the aggregate annual minimum returns, Marriott’s base management fees and working capital advances, if any.
−Removed: Marriott had also provided us with a $ 30,000 limited guaranty to cover payment shortfalls up to 85 % of our minimum returns after the available security deposit balance has been depleted.
−Removed: During the year ended December 31, 2020, we fully utilized the $ 33,445 security deposit we then held and exhausted the $ 30,000 limited guaranty to cover shortfalls in hotel cash flows available to pay the minimum returns due to us for the period.
−Removed: The Marriott agreement required 5.5 % to 6.5 % of gross revenues from hotel operations be placed in an FF&E reserve.
−Removed: As a result of current market conditions, we and Marriott agreed to suspend contributions to the FF&E reserve under the Marriott agreement from March through December 2020.
−Removed: We sent notices to Marriott terminating our agreement in October 2020 for its failure to cover the cumulative shortfall between the payments we had received to date and 80 % of the cumulative priority returns due to us.
−Removed: We and Marriott identified 33 of the 105 hotels covered by the Marriott agreement that will be sold or rebranded.
−Removed: On November 18, 2020, we sold eight of these hotels and on December 15, 2020, we transferred the branding and management of nine of these hotels to Sonesta.
−Removed: We had entered an agreement to sell the remaining 16 hotels, which were to be sold by December 15, 2020 under the terms we agreed to with Marriott but we did not reach acceptable terms with the buyer and terminated the agreement to sell these hotels.
−Removed: See Note 4 for further information on our disposition activity.
−Removed: We are in dispute with Marriott and have submitted various claims for arbitration regarding the timing and characterization of certain payments made to us, including Marriott’s assertion we are required to refund $ 19,120 of minimum return advances made to us in 2020, and the validity of the timing of the termination of the Marriott agreements.
−Removed: We are also seeking repayment of certain working capital advances we made to Marriott during 2020.
−Removed: Despite the arbitration claims, we and Marriott agreed to an orderly transition and we transferred the branding and management of 78 Marriott hotels to Sonesta in February 2021 and expect to transfer the branding and management of 10 additional Marriott hotels to Sonesta in March 2021.
−Removed: We have also entered an agreement with Marriott regarding 16 hotels we previously agreed to sell, pursuant to which we agreed to have these hotels remain Marriott branded hotels until the arbitration is resolved.
−Removed: We realized returns of $ 93,593 , $ 190,492 and $ 186,822 during the years ended December 31, 2020, 2019 and 2018, respectively, under our Marriott agreement.
−Removed: In April 2020, we funded $ 30,000 of working capital advances under the Marriott agreement to cover projected operating losses at our hotels managed by Marriott.
−Removed: We expect Marriott to disburse to us any remaining working capital and FF&E upon resolution of the arbitration described above.
Hyatt agreement.
−Removed: Our management agreement with Hyatt for 22 hotels, or our Hyatt agreement, which expires in 2030, provides that, as of December 31, 2020 we are to be paid an annual minimum return of $ 22,037 .
−Removed: We realized minimum returns of $ 22,037 during each of the years ended December 31, 2020, 2019 and 2018, respectively, under this agreement.
−Removed: Pursuant to our Hyatt agreement, Hyatt has provided us with a guaranty, which is limited to $ 50,000 .
+Added: On June 7, 2021, we and Hyatt amended our Hyatt agreement.
+Added: Under our Hyatt agreement, as amended, Hyatt will continue to manage 17 of the hotels we own for a 10 year term effective April 1, 2021.
+Added: Our amended Hyatt agreement sets our annual owner's priority return at $ 12,000 and Hyatt provided us with a new $ 30,000 limited guarantee for 75 % of the aggregate annual owner's priority returns due to us beginning in 2023.
+Added: Under our amended Hyatt agreement, a management fee of 5 % of gross room revenues payable to Hyatt will be an operating cost paid senior to our owner's priority return.
+Added: Hyatt may also earn a 20 % incentive management fee after payment of our annual owner's priority returns and reimbursement of certain advances, if any.
+Added: We also agreed to fund approximately $ 50,000 of renovations that are expected to be completed by the end of 2022.
+Added: As described above, we transitioned the branding and management of the remaining five hotels that Hyatt previously managed to Sonesta in June 2021.
+Added: We realized returns of $ 9,388 during the year ended December 31, 2021 and $ 22,037 for each of the years ended December 31, 2020 and 2019, respectively, under this agreement.
+Added: Hyatt had previously provided us with a guaranty, which was limited to $ 50,000 under the previous agreement.
During the year ended December 31, 2020, the hotels under this agreement generated cash flows that were less than the minimum rents due to us for the period and we exhausted the remaining $ 19,120 limited guaranty available to us to cover the shortfall.
−Removed: In January 2021, we received a notice of termination from Hyatt with respect to our management agreement with it for 22 hotels as a result of Hyatt’s guaranty being exhausted.
−Removed: We and Hyatt are currently in discussions regarding possible changes to the management agreement that may enable some or all of the hotels to continue to be managed by Hyatt.
−Removed: However, if such discussions do not result in a mutually acceptable agreement, we expect to transition management of the 22 hotels to Sonesta in April 2021.
−Removed: During the year ended December 31, 2020, we funded $ 3,700 of working capital advances under our Hyatt agreement to cover projected operating losses at our hotels managed by Hyatt.
−Removed: Working capital advances are reimbursable to us from a share of future cash flows from the hotel operations in excess of the minimum returns due to us, if any, pursuant to the terms of the Hyatt agreement.
−Removed: Our Hyatt agreement requires 5 % of gross revenues from hotel operations be placed in an FF&E reserve, subject to available cash flow.
+Added: Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses.
+Added: During the year ended December 31, 2021, we expensed $ 3,700 of working capital we previously funded under our Hyatt agreement because the amount is no longer expected to be recoverable.
+Added: This amount is included in transaction related costs in our consolidated statement of income (loss).
Radisson agreement .
−Removed: Our management agreement with Radisson for nine hotels, or our Radisson agreement, which expires in 2035, provides that, as of December 31, 2020, we are to be paid an annual minimum return of $ 20,601 .
−Removed: We realized minimum returns of $ 20,456 , $ 20,056 and $ 16,183 during the years ended December 31, 2020, 2019 and 2018, respectively, under this agreement.
−Removed: Pursuant to our Radisson agreement, Radisson has provided us with a guaranty, which is limited to $ 47,523 .
−Removed: During the year ended December 31, 2020, the hotels under this agreement generated cash flows that were less than the minimum returns due to us for the period and Radisson made $ 27,978 of guaranty payments to cover the shortfall.
−Removed: The available balance of the guaranty was $ 13,238 as of December 31, 2020.
−Removed: In addition to our minimum returns, our Radisson agreement provides for payment to us of 50 % of the hotels’ available cash flows after payment of operating expenses, funding the required FF&E reserve, payment of our minimum returns, our working capital advances and reimbursement to Radisson of working capital and guaranty advances, if any.
−Removed: Our Radisson agreement requires 5 % of gross revenues from hotel operations be placed in an FF&E reserve.
−Removed: As a result of market conditions, we and Radisson agreed to suspend contributions to the FF&E reserve under our Radisson agreement for the period of April 2020 through December 2020.
−Removed: Wyndham agreements .
−Removed: Our Wyndham hotels generated net operating losses of $ 9,295 during the year ended December 31, 2020.
−Removed: We realized returns of $ 20,023 and $ 23,562 during the years ended December 31, 2019 and 2018, respectively.
−Removed: In September and October 2020, we rebranded four hotels previously managed by Wyndham to Sonesta.
−Removed: In September 2020, we amended our management agreement with Wyndham with respect to 15 hotels so that it would remain as the manager for a limited period.
−Removed: Under the amended terms of this agreement, we paid Wyndham a management fee of 7 % of hotel revenues, subject to certain minimums.
−Removed: On December 29, 2020, we sold ten Wyndham branded hotels and entered a short-term lease and revised purchase agreement for our five remaining Hawthorn Suites branded hotels with the same buyer.
−Removed: See Note 4 for further information regarding these sales.
−Removed: One Wyndham branded hotel we previously were marketing for sale ceased operations as a hotel on September 30, 2020.
−Removed: We are reviewing alternatives regarding this hotel including possibly remarketing it for sale or repurposing it.
−Removed: As of December 31, 2020, we no longer have any relationships with Wyndham.
−Removed: Certain managers of our hotels are required to fund the shortfalls of minimum returns under the terms of our management agreements or their guarantees.
−Removed: We reflect such fundings (including security deposit applications) in our consolidated statements of comprehensive income (loss) as a reduction of hotel operating expenses.
−Removed: The net reduction to hotel operating expenses was $ 235,521 , $ 29,162 and $ 5,569 for the years ended December 31, 2020, 2019 and 2018, respectively.
+Added: On November 1, 2021, we amended our Radisson agreement.
+Added: Under our Radisson agreement, as amended, Radisson will continue to manage eight of the hotels we own for a 10 year term effective August 1, 2021.
+Added: Our amended Radisson agreement sets our annual owner's priority returns at $ 10,200 and Radisson provided us with a new $ 22,000 limited guarantee for 75 % of the aggregate annual owner's priority returns due to us beginning in 2023.
+Added: Under our amended Radisson agreement, a management fee of 5 % of gross room revenues for each hotel operated under the Country Inn & Suites brand and a management fee of 3 % of gross room revenues for each hotel managed under the Radisson Hotel brand payable to Radisson will be an operating cost paid senior to our owner's priority returns.
+Added: Radisson may also earn a 20 % incentive management fee after payment of our annual owner's priority returns and reimbursement of certain advances, if any.
+Added: We also agreed to fund approximately $ 12,000 of renovations that are expected to be completed by the end of 2022.
+Added: As described above, we transitioned the management and branding of the ninth hotel that Radisson previously managed to Sonesta on November 1, 2021.
+Added: We realized returns of $ 11,364 , $ 20,456 and $ 20,056 during the years ended December 31, 2021, 2020 and 2019, respectively, under this agreement.
+Added: Radisson had previously provided us with a guaranty, which was limited to $ 47,523 .
+Added: During the year ended December 31, 2021, the hotels under our Radisson agreement generated cash flows that were less than the minimum returns due to us and Radisson made $ 13,238 of guaranty payments to cover part of the shortfall and the Radisson guaranty was exhausted.
+Added: Marriott agreement .
+Added: As of January 1, 2021, Marriott managed 105 of our hotels under agreements we had terminated in 2020 for Marriott’s failure to pay the cumulative shortfall between the payments we had received and 80 % of the cumulative priority returns due to us in accordance with the agreement.
+Added: We transitioned the branding and management of 88 Marriott managed hotels to Sonesta in February and March 2021.
+Added: We sold one hotel that Marriott managed in April 2021 (see Note 4 for further information regarding this sale).
+Added: As of December 31, 2021, Marriott managed 16 of our hotels.
+Added: We were previously in arbitration proceedings with Marriott regarding, among other things, the timing and characterization of certain payments made to us, and the validity of the timing of the termination of the Marriott agreements, including an exit hotel agreement which, if not terminated, would require us to sell the 16 hotels encumbered with a Marriott brand.
+Added: We were also seeking repayment of certain working capital advances we made to Marriott during 2020.
+Added: We entered an agreement with Marriott regarding the 16 hotels noted above, pursuant to which we agreed to have these hotels remain Marriott branded hotels until the arbitration was resolved.
+Added: On January 18, 2022, the arbitration panel declined to award us the $ 19,920 we had sought relating to certain working capital advances we made to Marriott under the applicable management agreements, but awarded us approximately $ 1,084 in connection with a related claim and determined we would own the remaining 16 hotels unencumbered by Marriott contracts.
+Added: As a result, during the year ended December 31, 2021, we expensed $ 18,035 of working capital we previously funded under our Marriott agreement because the amount is no longer expected to be recoverable.
+Added: This amount is included in transaction related costs in our consolidated statement of income (loss).
+Added: We expect to sell or transition the branding and management of the remaining 16 Marriott branded hotels to Sonesta in the second quarter of 2022.
+Added: We realized returns of $ 2,830 during the year ended December 31, 2021 under our Marriott agreement.
+Added: Any returns we receive from Marriott are limited to the hotels’ available cash flows, if any, after payment of operating expenses.
+Added: Marriott managed 122 of our hotels during years ended December 31, 2020 and 2019.
+Added: We realized returns of $ 93,593 and $ 190,492 during the years ended December 31, 2020 and 2019, respectively, under our agreement with Marriott.
+Added: Marriott had previously provided a limited guaranty and security deposit, which were both exhausted in 2020 to cover shortfalls between cash flows from our hotels and our minimum returns.
+Added: We incurred capital expenditures for certain hotels included in our Marriott agreement of $ 7,394 , $ 65,840 and $ 51,056 during the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: Our management agreement with IHG for one hotel expires on January 31, 2026.
+Added: Our IHG hotel generated net operating cash flow of $ 337 during the year ended December 31, 2021.
+Added: Any returns we receive from IHG are limited to the hotels’ available cash flows, if any, after payment of operating expenses.
+Added: IHG managed or leased 103 of our hotels during most of 2020.
+Added: We terminated our agreement with IHG for failure to pay minimum returns and rents due to us during 2020 upon exhausting the security deposit we held to cover shortfalls between cash flow from our hotels and our minimum returns.
+Added: We transferred the branding and management of 102 of our 103 IHG hotels to Sonesta in December 2020.
+Added: We realized returns and rents of $ 107,888 and $ 205,941 during the years ended December 31, 2020 and 2019, respectively, under our then agreement with IHG.
+Added: During the year ended December 31, 2021, we expensed $ 16,711 of working capital we previously funded under our IHG agreement because the amount is no longer expected to be recoverable.
+Added: This amount is included in transaction related costs in our consolidated statement of income (loss).
Net lease portfolio
1 unchanged sentence
The portfolio was 98.1 % leased by 174 tenants operating under 134 brands in 21 distinct industries.
+Added: As a result of the COVID-19 pandemic, some of our tenants requested rent assistance.
+Added: During the year ended December 31, 2021, we entered into a rent deferral agreement for $ 2,792 of rent with four net lease tenants.
+Added: As of December 31, 2021, we had $ 7,554 of deferred rents outstanding related to seven tenants we granted rent relief to pursuant to such requests who represented approximately 2.0 % of our annualized rental income of our net lease retail portfolio as of December 31, 2021.
+Added: These deferred rents are included in other assets, net in our consolidated balance sheets.
+Added: These tenants are obligated to pay, in most cases, the deferred rent over a 24 month period.
+Added: We have elected to use the FASB relief package regarding the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic and account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance as the resulting cash flows from the modified lease are substantially the same as or less than the original lease.
+Added: The deferred amounts did not impact our operating results for the year ended December 31, 2021.
+Added: We continually review receivables related to rent, straight-line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.
+Added: The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection.
+Added: For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term.
+Added: For leases that are deemed not probable of collection, revenue is recorded as cash is received.
+Added: We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income.
+Added: We reduced reserves for uncollectible amounts by $ 9 during the year ended December 31, 2021 and recorded reserves for uncollectible amounts of $ 9,892 during the year ended December 31, 2020, We had reserves for uncollectible rents of $ 15,519 and $ 18,230 as of December 31, 2021 and 2020, respectively, included in other assets in our consolidated balance sheets.
TA is our largest tenant, leasing 27.5 % of our gross carrying value of real estate properties as of December 31, 2021.
21 unchanged sentences
These amounts are included in due from related persons in our consolidated balance sheets.
−Removed: For the year ended December 31, 2018, we recognized the deferred rent obligations under our TA leases as rental income on a straight line basis over the then in-place lease terms.
−Removed: Beginning in January 2019, our recognition of the amended deferred rent obligations are recorded on a straight line basis over the new lease terms of our TA leases.
+Added: Beginning in January 2019, our recognition of the deferred rent obligations are recorded on a straight line basis over the new lease terms of our TA leases.
Commencing on April 1, 2019, TA paid us the first of the 16 quarterly installments of approximately $ 4,404 each (an aggregate of $ 70,458 ) to fully satisfy and discharge its $ 150,000 deferred rent obligation to us that otherwise would have become due in five installments between 2024 and 2030.
−Removed: TA paid to us $ 17,616 and $ 13,200 in respect of such obligation for the years ended December 31, 2020 and 2019, respectively.
+Added: TA paid to us $ 17,616 in respect of such obligation for each of the years ended December 31, 2021 and 2020, respectively and $ 13,200 for the year ended December 31, 2019.
On January 16, 2019, we sold to TA 20 travel center properties that TA previously leased from us for a total purchase price of $ 308,200 .
9 unchanged sentences
TA is not obligated to request and we are not obligated to fund any such improvements.
−Removed: We funded $ 56,346 during the year ended December 31, 2018 for capital improvements to our travel center properties and, as a result, TA’s annual minimum rent payable to us increased by $ 4,789 .
We did not fund any improvements under these leases during the years ended December 31, 2021, 2020 or 2019.
4 unchanged sentences
We recognized rental income from our other net lease properties (excluding TA) of $ 140,803 , $ 137,111 and $ 46,861 for the years ended December 31, 2021, 2020 and 2019 respectively, which included $ 10,616 , $ 14,345 and $ 2,160 respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight-line basis.
−Removed: As a result of the COVID-19 pandemic, some of our tenants have requested rent assistance.
−Removed: During the year ended December 31, 2020, we collected 94.0 % of rents due to us from our net lease tenants.
−Removed: In January 2021, we collected 89.3 % of rents due to us from our net lease tenants.
−Removed: We have entered into rent deferral agreements with 46 net lease retail tenants with leases requiring an aggregate of $ 46,370 of annual minimum rents.
−Removed: These amounts do not include tenants that have withdrawn previously approved deferral requests.
−Removed: Generally, these rent deferrals are for one to four months of rent and were payable by the tenants over a 12 to 24 month period beginning in September 2020.
−Removed: We have deferred an aggregate of $ 12,115 of rent related to the 46 tenants as of February 26, 2021.
−Removed: We have elected to use the FASB relief package regarding the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic.
−Removed: The FASB relief package provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as the original lease.
−Removed: Because the deferred rents referenced above will be repaid over a 12 to 24 month period, the cash flows from the respective leases are substantially the same as before the rent deferrals.
−Removed: We continually review receivables related to rent, straight-line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.
−Removed: The review includes an assessment of whether or not substantially all of the amounts due under a tenant’s lease are probable of collection.
−Removed: For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term.
−Removed: For leases that are deemed not probable of collection, revenue is recorded as cash is received.
−Removed: We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income and do not record an allowance for uncollectable accounts.
−Removed: We recorded reserves for uncollectable amounts against rental income of $ 9,892 and $ 5,981 for the years ended December 31, 2020 and 2019, respectively.
−Removed: We had reserves for uncollectable rents of $ 15,873 and $ 5,981 as of December 31, 2020 and 2019, respectively, included in other assets on our consolidated balance sheets.
Additional lease information (as lessor) .
12 unchanged sentences
As of December 31, 2021, our operating leases provide for contractual minimum rent payments to third parties during the remaining lease terms, as follows:
+Added: 2022 $ 15,024
Thereafter 263,314
2 unchanged sentences
Present value of lease liabilities (1)
−Removed: (1) The weighted average discount rate used to calculate the lease liability and the weighted average remaining term for our ground leases (assuming all extension options) and our hotel operating leases are approximately 5.49 % and 30 years (range of 11 years to 66 years) and 5.96 % and 36 years (range of 1 month to 46 years), respectively.
+Added: (1) The weighted average discount rate used to calculate the lease liability and the weighted average remaining term for our ground leases (assuming all extension options) and our hotel operating leases are approximately 5.27 % and 22 years (range of 8 months to 66 years) and 5.67 % and 42 years (range of 1 month to 52 years), respectively.
As of December 31, 2021, 16 of our net lease properties are on land we leased partially or entirely from unrelated third parties.
7 unchanged sentences
Our revolving credit facility is governed by a credit agreement with a syndicate of institutional lenders.
−Removed: Our $ 1,000,000 revolving credit facility is available for general business purposes, including acquisitions.
−Removed: The maturity date of our revolving credit facility is July 15, 2022, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the maturity date of the facility by two additional six-month periods.
+Added: The maturity date of our revolving credit facility is July 15, 2022, and, subject to the payment of an extension fee and meeting certain other conditions noted below, we have an option to extend the maturity date of the facility for two additional six-month periods.
We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity.
−Removed: We are required to pay interest on borrowings under our revolving credit facility at the rate of LIBOR plus a premium, which was 235 basis points per annum, subject to a LIBOR floor of 0.50 %, as of December 31, 2020.
+Added: We are required to pay interest on borrowings under our revolving credit facility at
+Added: the rate of LIBOR plus a premium, which was 235 basis points per annum, subject to a LIBOR floor of 0.50 %, as of December 31, 2021.
We also pay a facility fee, which was 30 basis points per annum at December 31, 2021, on the total amount of lending commitments under our revolving credit facility.
Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings.
−Removed: As of December 31, 2020 and 2019, the annual interest rate payable on borrowings under our revolving credit facility was 2.85 % and 2.80 %, respectively.
+Added: As of December 31, 2021, the annual interest rate payable on borrowings under our revolving credit facility was 2.85 %.
The weighted average annual interest rate for borrowings under our revolving credit facility was 2.85 %, 2.36 % and 3.21 % for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: As of December 31, 2020, we had $ 78,424 outstanding and $ 921,576 available under our revolving credit facility.
On January 19, 2021, we borrowed $ 972,793 under our revolving credit facility as a precautionary measure to preserve financial flexibility.
−Removed: As of February 26, 2021, we had fully drawn our $ 1,000,000 revolving credit facility.
−Removed: We repaid our $ 400,000 term loan, which was scheduled to mature on July 15, 2023, without penalty on November 5, 2020.
−Removed: The weighted average annual interest rate for borrowings under our term loan was 2.74 %, 3.43 % and 3.12 % during the years ended December 31, 2020, 2019 and 2018, respectively.
−Removed: As a result of the repayment, we recorded a loss on early extinguishment of debt of $ 2,391 , which represents unamortized debt issuance costs of the term loan.
−Removed: We may not, during the New Waiver Period and until we demonstrate compliance with certain covenants, utilize the feature in our credit agreement pursuant to which maximum aggregate borrowings may be increased to up to $ 2,300,000 on a combined basis in certain circumstances.
−Removed: Our credit agreement and our unsecured senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR LLC ceasing to act as our business manager.
−Removed: Our credit agreement and our unsecured senior notes indentures and their supplements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios.
−Removed: We believe we were in compliance with the terms and conditions of our credit agreement and our unsecured senior notes indentures and their supplements at December 31, 2020.
−Removed: The November 2020 amendment to our credit agreement waives all of the then existing financial covenants through the New Waiver Period.
−Removed: We and our lenders amended our credit agreement governing our $ 1,000,000 revolving credit facility and $ 400,000 term loan on May 8, 2020 and we amended our credit agreement governing our $ 1,000,000 revolving credit facility again on November 5, 2020.
−Removed: The May 2020 amendment provided a waiver of certain of the financial covenants under our credit agreement through March 31, 2021, or the Waiver Period, during which, subject to certain conditions, we continued to have access to undrawn amounts under the credit facility.
−Removed: During the Waiver Period, and continuing thereafter until such time as we had demonstrated compliance with certain of our financial covenants as of June 30, 2021:
−Removed: • we were required to maintain unrestricted liquidity (unrestricted cash or undrawn availability under our $ 1,000,000 revolving credit facility) of not less than $ 125,000 ;
−Removed: • our interest rate premium over LIBOR under our revolving credit facility and term loan was increased by 50 basis points;
−Removed: • our ability to pay distributions on our common shares was limited to amounts required to maintain our qualification for taxation as a REIT and to avoid the payment of certain income and excise taxes, and to pay a cash dividend of $ 0.01 per common share per quarter;
−Removed: • we were subject to certain additional covenants, including additional restrictions on our ability to incur indebtedness (with exceptions for borrowings under our revolving credit facility and certain other categories of secured and unsecured indebtedness), and to acquire real property or make other investments (with exceptions for, among other things, certain categories of capital expenditures and costs, and certain share purchases);
−Removed: • we were generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions, and any debt refinancing or a COVID-19 government stimulus program to reduce the principal balance under the revolving credit facility;
−Removed: • we pledged equity interests in certain of our property owning subsidiaries to secure our obligations under the credit agreement.
−Removed: These subsidiaries owned properties with $ 1,027,334 of undepreciated book value as of December 31, 2020.
−Removed: As a result of the November 5, 2020 amendment:
−Removed: • all existing financial covenants have been waived through the New Waiver Period;
−Removed: • we repaid our $ 400,000 term loan on November 5, 2020 using undrawn amounts under our revolving credit facility;
−Removed: • we pledged certain additional equity interests of subsidiaries owning properties and we are providing first mortgage liens on 74 properties owned by the pledging subsidiaries with an undepreciated book value of $ 1,834,748 as of December 31, 2020 to secure our obligations under the credit agreement;
+Added: As of each of December 31, 2021 and February 22, 2022, our $ 1,000,000 revolving credit facility was fully drawn.
+Added: We and our lenders amended our credit agreement governing our $ 1,000,000 revolving credit facility in 2020.
+Added: Among other things, the amendments waived all of the then existing financial covenants through the end of the current agreement term, or July 15, 2022.
+Added: As a result of the amendments, among other things:
+Added: • we pledged certain equity interests of subsidiaries owning properties and provided first mortgage liens on 74 properties owned by the pledged subsidiaries with an undepreciated book value of $ 1,834,420 as of December 31, 2021 to secure our obligations under the credit agreement;
• we have the ability to fund up to $ 250,000 of capital expenditures per year and up to $ 50,000 of certain other investments per year as defined in the credit agreement;
−Removed: • the interest rate premium over LIBOR under our revolving credit facility increased by 30 basis points;
−Removed: • certain covenants and restrictions on distributions to common shareholders, share repurchases, incurring indebtedness, and acquiring real property (in each case subject to various exceptions), and the minimum liquidity requirement of $ 125,000 will remain in place during the New Waiver Period;
+Added: • we agreed to certain covenants and restrictions on distributions to common shareholders, share repurchases, incurring indebtedness, and acquiring real property (in each case subject to various exceptions);
+Added: • we agreed to maintain minimum liquidity of $ 125,000 ;
• we are generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions and debt refinancings to repay outstanding amounts under the credit agreement, and then to other debt maturities;
−Removed: On February 2, 2018, we issued $ 400,000 principal amount of 4.375 % senior notes due 2030 in a public offering.
−Removed: Net proceeds from this offering were $ 386,400 after discounts and expenses.
+Added: • in order to exercise the first six month extension option under the credit agreement, we would need to be in compliance with the financial covenants under the agreement calculated using pro forma projections as defined in the agreement for the quarter ending June 30, 2022, annualized, and have repaid or refinanced our $ 500,000 of 5.00 % senior notes due in August 2022;
+Added: • we may not utilize the feature in our credit agreement pursuant to which maximum aggregate borrowings may be increased to up to $ 2,300,000 on a combined basis in certain circumstances until we demonstrate compliance with certain covenants;
+Added: As noted above, our revolving credit facility matures on July 15, 2022 and we may be unable to meet the conditions required to exercise the extension option provided for in our credit agreement.
+Added: We are in discussions with our lenders regarding a potential extension of the existing waivers or additional covenant waivers, but we cannot assure that we will be granted any such relief.
+Added: We currently expect we will have enough cash to repay the amounts outstanding on our revolving credit facility using existing cash balances and proceeds we expect to receive from asset sales or other capital transactions we may complete prior to its maturity.
+Added: Our credit agreement and our unsecured senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR LLC ceasing to act as our business manager.
+Added: Our credit agreement and our unsecured senior notes indentures and their supplements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios.
+Added: As of December 31, 2021, we were not in compliance with one of our debt covenants necessary to incur additional debt, and as a result, we will not be able to incur additional debt until we satisfy that covenant.
On September 18, 2019, we issued $ 825,000 aggregate principal amount of our 4.35 % unsecured senior notes due 2024, $ 450,000 aggregate principal amount of our 4.75 % unsecured senior notes due 2026 and $ 425,000 aggregate principal amount of our 4.95 % unsecured senior notes due 2029.
8 unchanged sentences
We recorded a loss of $ 6,970 , net of discount and debt issuance costs, on early extinguishment of debt during the year ended December 31, 2020.
+Added: We repaid our $ 400,000 term loan, which was scheduled to mature on July 15, 2023, without penalty on November 5, 2020.
+Added: As a result of the repayment, we recorded a loss on early extinguishment of debt of $ 2,391 , which represents unamortized debt issuance costs of the term loan.
+Added: The weighted average annual interest rates for borrowings under our term loan were 2.74 % and 3.43 % during the years ended December 31, 2020 and 2019, respectively.
+Added: As a result of the repayment, we recorded a loss on early extinguishment of debt of $ 2,391 , which represents unamortized debt issuance costs of the term loan.
On November 20, 2020, we issued $ 450,000 principal amount of our 5.50 % senior notes due in 2027, or the 2027 Notes.
11 unchanged sentences
2024 1,175,000
+Added: 2025 1,150,000
Thereafter 2,075,000
2 unchanged sentences
We have common shares available for issuance under the terms of our 2012 Equity Compensation Plan, or our Share Award Plan.
−Removed: During the years ended December 31, 2020, 2019 and 2018, we awarded 264,400 of our common shares with an aggregate market value of $ 2,232 , 140,100 of our common shares with an aggregate market value of $ 3,507 and 97,000 of our common shares with an aggregate market value of $ 2,810 , respectively, to our officers and certain other employees of our manager, RMR LLC, pursuant to the Share Award Plan.
+Added: During the years ended December 31, 2021, 2020 and 2019, we awarded 340,700 of our common shares with an aggregate market value of $ 3,839 , 264,400 of our common shares with an aggregate market value of $ 2,232 and 140,100 of our common shares with an aggregate market value of $ 3,507 , respectively, to our officers and certain other employees of our manager, RMR LLC, pursuant to our Share Award Plan.
The value of the share awards was based upon the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the date of the award.
See Note 9 for a further discussion of the awards we made to our officers and certain other employees of RMR LLC.
−Removed: On February 27, 2020, we awarded 3,000 of our common shares each to two new Trustees who were elected to our Board of Trustees with an aggregate market value of $ 112 .
+Added: On June 16, 2021, in accordance with our Trustee compensation arrangements, we awarded under our Share Award Plan 7,000 of our common shares to each of our seven Trustees, valued at $ 13.94 per common share, the closing price of our common shares on Nasdaq, on that day.
+Added: On September 15, 2021, we awarded under our Share Award Plan an aggregate of 291,700 of our common shares, valued at $ 10.82 per common share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other current and former officers and employees of RMR LLC.
+Added: On February 27, 2020, in accordance with our Trustee compensation arrangements we awarded under our Share Award Plan 3,000 of our common shares each to two new Trustees who were elected to our Board of Trustees with an aggregate market value of $ 112 .
In addition, we awarded each of our Trustees 5,000 of our common shares with an aggregate market value of $ 378 ($ 54 per trustee) during the year ended December 31, 2020.
−Removed: On April 12, 2018, we awarded 3,000 of our common shares with an aggregate market value of $ 75 to one of our Managing Trustees who was elected as a Managing Trustee that day.
−Removed: In addition, we awarded each of our then Trustees 3,000 of our common shares in each of 2019 and 2018 with an aggregate market value of $ 370 ($ 74 per trustee) and $ 427 ($ 85 per trustee), respectively, as part of their annual compensation.
−Removed: The values of the share awards were based upon the closing price of our common shares on Nasdaq on the dates of the awards.
+Added: On June 14, 2019, in accordance with our Trustee compensation arrangements, we awarded under our Share Award Plan each of our then Trustees 3,000 of our common shares in 2019 with an aggregate market value of $ 370 ($ 74 per trustee) as part of their annual compensation.
+Added: The value of the share awards were based upon the closing price of our common shares on Nasdaq on the date of the awards.
The shares awarded to our Trustees vest immediately.
−Removed: The shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award.
+Added: The shares awarded to our officers and certain other employees of RMR LLC (in those capacities) vest in five equal annual installments beginning on the date of award.
Shares forfeited are recognized as they occur.
35 unchanged sentences
Cumulative Other Comprehensive Income (Loss)
−Removed: Cumulative other comprehensive income (loss) represents our share of the comprehensive loss of Sonesta and AIC.
+Added: Cumulative other comprehensive income (loss) represents our share of the comprehensive loss of Sonesta.
See Notes 5 and 9 for further information regarding these investments.
3 unchanged sentences
Balance at December 31, 2019 $ — $ —
−Removed: Amounts reclassified from cumulative other comprehensive income to retained earnings 91 91
+Added: Other comprehensive loss ( 760 ) ( 760 )
Amounts reclassified from cumulative other comprehensive income to net income — —
Balance at December 31, 2020 ( 760 ) ( 760 )
−Removed: Current year other comprehensive loss ( 760 ) ( 760 )
+Added: Other comprehensive income 1,539 1,539
Amounts reclassified from cumulative other comprehensive income to net income — —
4 unchanged sentences
We have two agreements with RMR LLC to provide management services to us:
−Removed: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, excluding properties leased to TA, and the office building component of one of our hotels.
+Added: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, (excluding properties leased to TA), the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR LLC to manage from time to time.
See Note 9 for further information regarding our relationship, agreements and transactions with RMR LLC.
10 unchanged sentences
– our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and
−Removed: - the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the SNL U.S.
−Removed: REIT Hotel Index, or the benchmark return per share, for the relevant measurement period.
+Added: – the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period.
+Added: Effective August 1, 2021, we and RMR LLC amended our business management agreement to replace the benchmark index used in the calculation of incentive management fees.
+Added: Pursuant to the amendment, for periods beginning on and after August 1, 2021, the MSCI U.S.
+Added: REIT/Hotel & Resort REIT Index replaced the discontinued SNL U.S.
+Added: REIT Hotel Index and will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC.
+Added: For periods prior to August 1, 2021, the SNL U.S.
+Added: REIT Hotel Index will continue to be used.
+Added: Accordingly, the calculation of incentive management fees for the next two measurement periods will continue to use the SNL U.S.
+Added: REIT Hotel Index in calculating the benchmark returns for periods through July 31, 2021.This change of index was due to S&P Global, Inc.
+Added: ceasing to publish the SNL U.S.
+Added: REIT Hotel Index and we refer to the changed index as the benchmark index.
For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.
2 unchanged sentences
◦ The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.
−Removed: ◦ If our total return per share exceeds 12 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the SNL U.S.
−Removed: REIT Hotel Index for such measurement period and 12 % per year, or the adjusted benchmark return per share.
−Removed: In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the SNL U.S.
−Removed: REIT Hotel Index by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the SNL U.S.
−Removed: REIT Hotel Index.
+Added: ◦ If our total return per share exceeds 12 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12 % per year, or the adjusted benchmark return per share.
+Added: In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis point per year multiplied by the number of years in the measurement period and below the applicable market index).
◦ The incentive management fee is subject to a cap.
4 unchanged sentences
The net business management fees we recognized for each of the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $ 3,584 for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc.
−Removed: Pursuant to our business management agreement, in January 2019, we paid RMR LLC an incentive management fee of $ 53,635 for the year ended December 31, 2018.
−Removed: We did no t incur an incentive management fee payable to RMR LLC for the years ended December 31, 2020 or 2019.
−Removed: In calculating the incentive management fee payable by us, our total shareholder return per share was adjusted in accordance with the business management agreement to reflect aggregate net increases in the number of our common shares outstanding as a result of certain share issuances and repurchases by us during the three year measurement period.
−Removed: In addition, the calculation of our benchmark return per share was also adjusted for these issuances and repurchases in accordance with the business management agreement.
−Removed: We include business management fee amounts in general and administrative expenses in our consolidated statements of comprehensive income (loss).
• Property Management and Construction Supervision Fees.
The property management fees payable to RMR LLC by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR LLC by us for each applicable period are equal to 5.0 % of construction costs for our net lease portfolio, excluding properties leased to TA, and the office building component of one of our hotels that are subject to our property management agreement with RMR LLC.
+Added: On June 22, 2021, we and RMR LLC amended our property management agreement to, among other things, provide for RMR LLC’s oversight of any major capital projects and repositioning activities at our hotels, including our hotels that are managed by Sonesta, as we may request from time to time.
+Added: RMR LLC will receive the same fee previously paid to Sonesta for these services, which is equal to 3 % of the cost of any such major capital project or repositioning activity.
Pursuant to our property management agreement with RMR LLC, we recognized aggregate property management and construction supervision fees of $ 4,489 , $ 3,575 and $ 1,399 for the years ended December 31, 2021, 2020 and 2019, respectively.
These amounts are included in other operating expenses or have been capitalized as appropriate in our consolidated financial statements.
+Added: For the fiscal years ended December 31, 2021, 2020 and 2019, $ 3,674 , $ 3,283 and $ 1,370 , respectively, of property management fees were recognized as operating expenses in our consolidated statements of comprehensive income (loss) and $ 815 , $ 292 and $ 29 , respectively, were capitalized as building improvements in our consolidated balance sheets and are being depreciated over the estimated useful lives of the related capital assets.
• Expense Reimbursement.
24 unchanged sentences
The Chair of our Board of Trustees and one of our Managing Trustees, Adam D.
−Removed: Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director and the president and chief executive officer of RMR Inc.
+Added: Portnoy, is the sole trustee of ABP Trust, which is the controlling shareholder of RMR Inc., and is a managing director and the president and chief executive officer of RMR Inc.
and an officer and employee of RMR LLC.
Murray, our other Managing Trustee and our President and Chief Executive Officer, also serves as an officer and employee of RMR LLC.
−Removed: In addition, each of our other officers serves as an officer of RMR LLC, including, until his resignation on December 31, 2020, Ethan S.
−Removed: Bornstein, our former Senior Vice President.
+Added: In addition, each of our other officers serves as an officer of RMR LLC.
Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services.
−Removed: Adam Portnoy serves as chair of the boards of trustees or boards of directors of several of these public companies and as a managing director or managing trustee of these public companies.
+Added: Adam Portnoy serves as chair of the boards and as a managing director or managing trustee of these public companies.
Other officers of RMR LLC, including Mr.
2 unchanged sentences
We have two agreements with RMR LLC to provide management services to us:
−Removed: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of certain net lease properties and the office building component of one of our hotels.
+Added: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of certain net lease properties and the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR LLC to manage from time to time.
See Note 8 for further information regarding our management agreements with RMR LLC.
21 unchanged sentences
See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with TA.
−Removed: Sonesta is a private company that is controlled by one of our Managing Trustees, Adam D.
−Removed: Portnoy is the largest owner and a director of Sonesta.
−Removed: One of Sonesta’s other directors is our other Managing Trustee, President and Chief Executive Officer and Sonesta’s other director serves as RMR LLC’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary.
−Removed: Sonesta’s chief executive officer and chief financial officer are officers of RMR LLC.
+Added: Sonesta is a private company of which Adam Portnoy, one of our Managing Trustees, is a director and the controlling stockholder.
+Added: One of Sonesta’s other directors is our other Managing Trustee, President and Chief Executive Officer and Sonesta’s other director serves as one of RMR Inc.’s managing directors, as RMR LLC’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary.
+Added: Certain of Sonesta’s officers are officers of RMR LLC.
Certain other officers and employees of Sonesta are former employees of RMR LLC.
RMR LLC also provides certain services to Sonesta.
−Removed: As of December 31, 2020, we owned approximately 34 % of Sonesta which managed 168 of our hotels.
+Added: As of December 31, 2021, we owned approximately 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 261 of our hotels.
See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with Sonesta.
−Removed: Until its dissolution on February 13, 2020, we, ABP Trust, TA and four other companies to which RMR LLC provides management services owned AIC, an Indiana insurance company, in equal portions.
+Added: Until its dissolution on February 13, 2020, we, ABP Trust, TA and four other companies to which RMR LLC provides management services owned Affiliates Insurance Company, an Indiana insurance company, or AIC, in equal portions.
We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC until June 30, 2019.
−Removed: We paid aggregate annual premiums, including taxes and fees, of $ 5,738 and $ 6,387 in connection with this insurance program for the policy years ending June 30, 2019 and 2018, respectively.
+Added: We paid aggregate annual premiums, including taxes and fees, of $ 5,738 in connection with this insurance program for the policy year ended June 30, 2019.
In connection with AIC’s dissolution, we and each other AIC shareholder received an initial liquidating distribution of $ 9,000 from AIC in December 2019 and an additional liquidating distribution of approximately $ 286 in June 2020.
+Added: We received the final distribution of $ 12 in December 2021.
As of December 31, 2020 and 2019, our investment in AIC had a carrying value of $ 12 and $ 298 , respectively.
These amounts are included in other assets in our consolidated balance sheets.
−Removed: We did not recognize any income in the year ended December 31, 2020 and recognized income of $ 393 and $ 515 related to our investment in AIC for the years ended December 31, 2019 and 2018, respectively.
+Added: We did not recognize any income in the year ended December 31, 2021 and 2020 and recognized income of $ 393 related to our investment in AIC for the year ended December 31, 2019.
These amounts are presented as equity in earnings of an investee in our consolidated statements of comprehensive income (loss).
−Removed: Our other comprehensive income (loss) includes our proportionate part of unrealized gains (losses) on securities which were owned and held for sale by AIC of $( 175 ) and $( 68 ) related to our investment in AIC for the years ended December 31, 2019 and 2018, respectively.
+Added: Our other comprehensive income (loss) includes our proportionate part of unrealized losses on securities which were owned and held for sale by AIC of $ 175 related to our investment in AIC for the year ended December 31, 2019.
Our provision (benefit) for income taxes consists of the following:
37 unchanged sentences
Because of the uncertainty surrounding our ability to realize the future benefit of these assets, we have provided a 100 % valuation allowance as of December 31, 2021 and 2020.
−Removed: As of December 31, 2020, our consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 161,702 which do not expire.
−Removed: We recorded a $ 13,850 deferred tax liability as a result of the book value to tax basis difference related to the accounting of an insurance settlement in 2020.
+Added: As of December 31, 2021 and 2020, our consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 334,686 and $ 159,727 , respectively, which partially expire starting in 2025.
+Added: At December 31, 2021 and 2020, we recorded a deferred tax liability of $ 12,581 and $ 13,843 , respectively, as a result of the book value to tax basis difference related to the accounting of an insurance settlement in 2020.
See Note 4 for further information regarding this insurance settlement.
+Added: At December 31, 2021 and 2020, we, excluding our subsidiaries, had net operating loss carryforwards for federal income tax purposes of approximately $ 423,852 and $ 333,533 , respectively, of which certain losses incurred prior to 2017 partially expire starting 2027.
Concentration
5 unchanged sentences
As of December 31, 2021, Sonesta operated 261 of our hotels and TA leased 179 of our net lease properties, representing 50.9 % and 27.5 %, respectively, of our gross real estate assets at cost.
−Removed: Marriott operated 105 of our hotels as of December 31, 2020, representing 8.9 % of our gross real estate assets, at cost, as of December 31, 2020.
−Removed: We transitioned the branding and management of 78 Marriott hotels to Sonesta in February 2021 and expect to transition the branding and management of 10 additional Marriott hotels to Sonesta in March 2021.
−Removed: See Notes 5 and 9 for a discussion of our Sonesta, TA and Marriott agreements.
+Added: See Notes 5 and 9 for a discussion of our Sonesta and TA agreements.
Segment Information
4 unchanged sentences
Rental income 1,808 389,094 — 390,902
−Removed: FF&E reserve income 201 — — 201
Total revenues 1,106,486 389,094 — 1,495,580
3 unchanged sentences
General and administrative — — 53,439 53,439
+Added: Transaction related costs 64,764 — — 64,764
Loss on asset impairment 60,980 17,640 — 78,620
Total expenses 1,403,122 252,622 53,439 1,709,183
−Removed: Gain (loss) on sale of real estate, net 14,927 ( 12,666 ) — 2,261
−Removed: Gain on insurance settlement 62,386 — — 62,386
+Added: Gain on sale of real estate, net 9,558 1,964 — 11,522
Unrealized gains on equity securities — — 22,535 22,535
1 unchanged sentence
Interest expense — — ( 365,721 ) ( 365,721 )
−Removed: Loss on early extinguishment of debt — — ( 9,394 ) ( 9,394 )
Income (loss) before income taxes and equity in losses of an investee ( 287,077 ) 138,436 ( 395,962 ) ( 544,603 )
−Removed: Income tax expense — — ( 17,211 ) ( 17,211 )
+Added: Income tax benefit — — 941 941
Equity in losses of an investee — — ( 941 ) ( 941 )
7 unchanged sentences
Rental income 2,472 387,684 — 390,156
−Removed: FF&E reserve income 4,739 — — 4,739
Total revenues 877,570 387,684 — 1,265,254
7 unchanged sentences
Gain on sale of real estate, net 14,927 ( 12,666 ) — 2,261
−Removed: Dividend income — — 1,752 1,752
+Added: Gain on insurance settlement 62,386 — — 62,386
Unrealized losses on equity securities, net — — 19,882 19,882
14 unchanged sentences
Rental income 25,724 301,251 — 326,975
−Removed: FF&E reserve income 5,132 — — 5,132
Total revenues 2,014,897 301,251 — 2,316,148
3 unchanged sentences
General and administrative — — 54,639 54,639
+Added: Transaction related costs — — 1,795 1,795
+Added: Loss on asset impairment 28,371 10,925 — 39,296
Total expenses 1,707,386 179,642 56,434 1,943,462
+Added: Gain on sale of real estate — 159,535 — 159,535
Dividend income — — 1,752 1,752
12 unchanged sentences
Fair Value of Assets and Liabilities
−Removed: The table below presents certain of our assets carried at fair value at December 31, 2020, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
+Added: The table below presents certain of our assets carried at fair value at December 31, 2021, categorized by the level of inputs, as defined in the fair values hierarchy under GAAP, used in the valuation of each asset.
As of December 31, 2021 As of December 31, 2020
4 unchanged sentences
$ 515,518 $ 515,518 $ 13,543 $ 13,543
−Removed: Assets of properties held and used (Level 3) (3)
−Removed: $ — $ — $ 38,000 $ 38,000
−Removed: (1) As of December 31, 2020, and 2019, we owned 1,184,797 and 684,000 common shares of TA, respectively, which are included in other assets in our consolidated balance sheets and reported at fair value based on quoted market prices (Level 1 inputs).
−Removed: Our historical cost basis for these shares was $ 24,418 and $ 17,407 , as of December 31, 2020 and 2019, respectively.
−Removed: During the year ended December 31, 2020 and 2019, we recorded unrealized gains of $ 19,883 and unrealized losses of $ 1,129 , respectively, to adjust the carrying value of our investment in TA shares to their fair values.
−Removed: (2) As of December 31, 2020, we owned five hotels in four states with a carrying value of $ 10,699 and six net lease properties located in six states with a carrying value of $ 2,844 classified as held for sale.
+Added: (1) As of both December 31, 2021 and 2020, we owned 1,184,797 shares of TA common stock, which are included in other assets in our consolidated balance sheets and reported at fair value based on quoted market prices (Level 1 inputs).
+Added: Our historical cost basis for these shares was $ 24,418 as of December 31, 2021 and 2020.
+Added: During the years ended December 31, 2021, 2020 and 2019, we recorded unrealized gains of $ 20,367 and $ 19,883 unrealized losses of $ 1,129 , respectively, to adjust the carrying value of our investment in TA shares to their fair values.
+Added: (2) As of December 31, 2021, we owned 67 hotels with 8,667 rooms with an aggregate carrying value of $ 503,078 classified as held for sale and 22 net lease properties lease properties with 154,206 square feet with an aggregate carrying value of $ 12,440 classified as held for sale.
These properties are recorded at their estimated fair value less costs to sell based on information derived from third party appraisals (Level 3 inputs as defined in the fair value hierarchy under GAAP).
We recorded a $ 78,620 loss on asset impairment in 2021 to reduce the carrying value of certain of these properties to their estimated fair value less costs to sell.
−Removed: As of December 31, 2019 we owned 19 net lease properties located in 12 states with a carrying value of $ 87,493 classified as held for sale.
−Removed: These properties were recorded at their estimated fair value less costs to sell based on information derived from third party appraisals (Level 3 inputs as defined in the fair value hierarchy under GAAP).
−Removed: We recorded a $ 10,925 loss on asset impairment in 2019 to reduce the carrying value of these properties to their estimated fair value less costs to sell.
−Removed: (3) As of December 31, 2019, we recorded a $ 28,371 loss on asset impairment to reduce the carrying value of two hotels to their estimated fair value of $ 38,000 based on discounted cash flow analyses (Level 3 inputs).
+Added: As of December 31, 2020, we owned five hotels in four states with a carrying value of $ 10,699 and six net lease properties located in six states with a carrying value of $ 2,844 classified as held for sale.
+Added: These properties are recorded at their estimated fair value less costs to sell based on information derived from third party appraisals (Level 3 inputs as defined in the fair value hierarchy under GAAP) We recorded a $ 55,756 loss on asset impairment in 2020 to reduce the carrying value of these properties to their estimated fair value less costs to sell.
In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, term loan, senior notes and security deposits.
29 unchanged sentences
390,786 370,836 389,656 388,292
−Removed: Senior Unsecured Notes, due 2030 at 4.375 %
−Removed: 389,656 388,292 388,522 394,788
Total financial liabilities $ 6,143,022 $ 6,179,495 $ 6,130,166 $ 6,361,902
18 unchanged sentences
136 588 321 ( 51 ) ( 5 ) 136 848 984
−Removed: 108 599 216 ( 14 ) ( 97 ) 108 704 812
60 Sonesta ES Suites
132 557 368 ( 35 ) ( 48 ) 132 794 926
+Added: 44 Sonesta Select
84 395 308 ( 8 ) ( 71 ) 89 548 637
5 unchanged sentences
9 93 45 — — 9 138 147
−Removed: 2 Marriott Hotel
−Removed: 10 69 55 — — 10 124 134
1 Crowne Plaza
17 69 30 — — 17 99 116
−Removed: 9 Sonesta Select
13 64 63 ( 14 ) ( 23 ) 12 68 80
−Removed: 3 Country Inn and Suites by Radisson
−Removed: 3 35 5 — — 3 40 43
−Removed: 2 SpringHill Suites
+Added: 3 Country Inn and Suites
4 29 10 — — 4 39 43
−Removed: 4 TownePlace Suites
+Added: 3 Residence Inn
4 9 12 ( 3 ) ( 1 ) 3 17 20
12 unchanged sentences
10 49 — — — 10 49 59
−Removed: 14 33 — — — 14 33 47
59 Heartland Dental
3 unchanged sentences
6 37 — — — 6 37 43
−Removed: 6 America's Auto Auction
12 27 — — — 12 27 39
1 unchanged sentence
6 32 — — — 6 32 38
+Added: 6 America's Auto Auction
+Added: 7 23 4 — — 7 27 34
6 Regal Cinemas
17 unchanged sentences
8 17 — — — 8 17 25
−Removed: 6 Golden Corral
−Removed: 6 16 — — — 6 16 22
5 Mister Car Wash
2 unchanged sentences
4 17 — — — 4 17 21
−Removed: 1 27 7 — — 1 34 35
2 Mesa Fitness
4 unchanged sentences
6 12 — — — 6 12 18
−Removed: 4 Bonfire and Axels
−Removed: 2 12 — — — 2 12 14
1 Dave & Buster's
3 11 — — — 3 11 14
−Removed: Initial Cost to
−Removed: Company Costs Capitalized
−Removed: Subsequent to Acquisition Gross Amount at which Carried
−Removed: at Close of Period
−Removed: Land Building &
−Removed: Improvements Improvements Impairment Cost Basis
−Removed: Adjustment (1)
−Removed: Land Building &
−Removed: Improvements Total (2)
+Added: 2 Fusion Gyms
+Added: 3 10 1 — — 3 11 14
5 Pike Nursery
2 unchanged sentences
3 10 — — — 3 10 13
−Removed: 2 Mealey's Furniture
+Added: 3 Golden Corral
4 8 — — — 4 8 12
4 unchanged sentences
2 8 — — — 2 8 10
+Added: Initial Cost to
+Added: Company Costs Capitalized
+Added: Subsequent to Acquisition Gross Amount at which Carried
+Added: at Close of Period
+Added: Land Building &
+Added: Improvements Improvements Impairment Cost Basis
+Added: Adjustment (1)
+Added: Land Building &
+Added: Improvements Total (2)
2 Eddie Merlot's
2 unchanged sentences
4 6 — — — 4 6 10
−Removed: 3 7 — — — 3 7 10
1 Cermak Fresh Market
8 unchanged sentences
3 6 — — — 3 6 9
+Added: 3 Texas Roadhouse
3 6 — — — 3 6 9
3 unchanged sentences
1 7 — — — 1 7 8
−Removed: 1 Marcus Theaters
−Removed: 3 5 — — — 3 5 8
1 Academy Sports + Outdoors
7 unchanged sentences
2 5 — — — 2 5 7
−Removed: 2 Max & Erma's
+Added: 1 Marcus Theaters
2 5 — — — 2 5 7
3 unchanged sentences
3 4 — — — 3 4 7
−Removed: 2 Texas Roadhouse
— 6 — — — — 6 6
28 unchanged sentences
1 4 — — — 1 4 5
+Added: — 5 — — — — 5 5
1 Ashley Furniture
4 unchanged sentences
— 4 — — — — 4 4
+Added: 1 Eriks Bike Shop
+Added: 1 3 — — — 1 3 4
2 Famous Dave's
4 unchanged sentences
1 3 — — — 1 3 4
−Removed: 1 Metaldyne BSM
+Added: 1 Max & Erma's
1 3 — — — 1 3 4
−Removed: 2 Primanti Bros.
+Added: 1 Metaldyne BSM
— 4 — — — — 4 4
1 unchanged sentence
1 3 — — — 1 3 4
−Removed: 1 Renn Kirby Chevrolet Buick
−Removed: 1 3 — — — 1 3 4
1 Sportsman's Warehouse
1 3 — — — 1 3 4
−Removed: Initial Cost to
−Removed: Company Costs Capitalized
−Removed: Subsequent to Acquisition Gross Amount at which Carried
−Removed: at Close of Period
−Removed: Land Building &
−Removed: Improvements Improvements Impairment Cost Basis
−Removed: Adjustment (1)
−Removed: Land Building &
−Removed: Improvements Total (2)
1 2 — — — 1 2 3
6 unchanged sentences
1 2 — — — 1 2 3
−Removed: 2 Long John Silver's
−Removed: 1 2 — — — 1 2 3
2 Monterey's Tex Mex
2 unchanged sentences
1 2 — — — 1 2 3
+Added: Initial Cost to
+Added: Company Costs Capitalized
+Added: Subsequent to Acquisition Gross Amount at which Carried
+Added: at Close of Period
+Added: Land Building &
+Added: Improvements Improvements Impairment Cost Basis
+Added: Adjustment (1)
+Added: Land Building &
+Added: Improvements Total (2)
2 Orscheln Farm and Home
16 unchanged sentences
1 1 — — — 1 1 2
+Added: 1 1 — — — 1 1 2
2 Dollar General
2 unchanged sentences
— 2 — — — — 2 2
+Added: 1 Long John Silver's
1 1 — — — 1 1 2
+Added: 1 1 — — — 1 1 2
1 Red Robin Gourmet Burgers
1 1 — — — 1 1 2
+Added: 1 Schumacher Homes
1 1 — — — 1 1 2
+Added: 1 1 — — — 1 1 2
1 Bru Burger Bar
— 1 — — — — 1 1
−Removed: 1 Haus Energy
+Added: 1 Chicken Salad Chick
— 1 — — — — 1 1
−Removed: 1 Howlin Concrete
+Added: 1 El Forastero
— 1 — — — — 1 1
−Removed: 1 Jack in the Box
+Added: 1 ERA Capital
— 1 — — — — 1 1
+Added: 1 Howlin Concrete
+Added: 1 — — — — 1 — 1
1 Little Caesars
12 unchanged sentences
— 1 — — — — 1 1
+Added: — 1 — — — — 1 1
+Added: 1 Bigham Cable
+Added: — 1 — — — — — —
1 Consolidated Pipe
1 unchanged sentence
— — — — — — — —
+Added: 1 Dunkin Donuts
+Added: — — — — — — — —
1 Family Dollar Stores
1 unchanged sentence
— — — — — — — —
+Added: 1 Kings Wings N Things
+Added: — — — — — — — —
1 Off the Hook Seafood & More
— — — — — — — —
−Removed: 1 Bigham Cable
+Added: 1 Sharks Fish & Chicken
— — — — — — — —
+Added: 4 15 — — — 4 15 19
Other 2 8 2 — — 2 10 12
8 unchanged sentences
(2) Excludes $ 436 of personal property classified in our consolidated balance sheets as furniture, fixtures and equipment.
−Removed: (3) We have entered into an agreement to sell five hotels and we have entered into a short term lease with the buyer in anticipation of the sale.
SERVICE PROPERTIES TRUST
8 unchanged sentences
Hotel Properties
−Removed: 15 Royal Sonesta
−Removed: $ ( 256 ) 1913 through 1987 2005 through 2017 10 - 40 Years
+Added: 60 Sonesta ES Suites
( 391 ) 1984 through 2000 1996 through 2017 10 - 40 Years
+Added: 17 Royal Sonesta
( 340 ) 1913 through 1987 2005 through 2017 10 - 40 Years
−Removed: 60 Sonesta ES Suites
+Added: 44 Sonesta Select
( 312 ) 1987 through 2000 1995 through 2003 10 - 40 Years
6 unchanged sentences
( 70 ) 1987 through 1990 1996 through 2018 10 - 40 Years
−Removed: 2 Marriott Hotel
−Removed: ( 67 ) 1972 through 1995 1998 through 2001 10 - 40 Years
−Removed: 1 Crowne Plaza
−Removed: ( 8 ) 1971 through 1988 2006 and 2017 10 - 40 Years
−Removed: 9 Sonesta Select
−Removed: ( 42 ) 1987 through 2000 1995 through 2003 10 - 40 Years
3 Country Inn and Suites by Radisson
( 20 ) 1987 through 1997 1996 and 2005 10 - 40 Years
−Removed: 2 SpringHill Suites
+Added: 1 Crowne Plaza
+Added: ( 12 ) 1971 through 1988 2006 and 2017 10 - 40 Years
( 4 ) 1987 through 2000 1995 through 2003 10 - 40 Years
−Removed: 4 TownePlace Suites
( 1 ) 1989 through 2002 1996 through 2005 10 - 40 Years
6 unchanged sentences
( 6 ) 1993 through 2008 2019 10 - 40 Years
−Removed: 14 The Great Escape
−Removed: ( 3 ) 1986 through 2007 2019 10 - 40 Years
−Removed: 3 Life Time Fitness
−Removed: ( 3 ) 1987 through 2012 2019 10 - 40 Years
5 Buehler's Fresh Foods
1 unchanged sentence
( 6 ) 1972 through 2006 2019 10 - 40 Years
−Removed: 59 Heartland Dental
−Removed: ( 2 ) 1920 through 2005 2019 10 - 40 Years
+Added: 3 Life Time Fitness
( 5 ) 1987 through 2012 2019 10 - 40 Years
−Removed: 23 Express Oil Change
+Added: 14 The Great Escape
( 5 ) 1986 through 2007 2019 10 - 40 Years
−Removed: 6 America's Auto Auction
( 4 ) 1969 through 2005 2019 10 - 40 Years
−Removed: 3 Flying J Travel Plaza
−Removed: ( 2 ) 2001 2019 10 - 40 Years
−Removed: 6 Regal Cinemas
+Added: 21 Burger King
( 4 ) 1968 through 1985 2019 10 - 40 Years
+Added: 44 Church's Chicken
+Added: ( 3 ) 1668 to 1985 2019 10 - 40 Years
4 Courthouse Athletic Club
( 3 ) 1997 through 2001 2019 10 - 40 Years
−Removed: 45 Church's Chicken
+Added: 23 Express Oil Change
( 3 ) 1970 through 2001 2019 10 - 40 Years
( 3 ) 1969 through 1994 2019 10 - 40 Years
−Removed: 21 Burger King
+Added: 59 Heartland Dental
( 3 ) 1920 through 2005 2019 10 - 40 Years
+Added: 1 Multi-Tenant
( 3 ) 2001 2019 10 - 40 Years
+Added: 20 Popeye's Chicken & Biscuits
( 3 ) 1968 through 2004 2019 10 - 40 Years
+Added: 6 America's Auto Auction
+Added: ( 2 ) 1965 through 2005 2019 10 - 40 Years
4 B&B Theatres
1 unchanged sentence
( 2 ) 2006 through 2010 2019 10 - 40 Years
+Added: 1 Cermak Fresh Market
+Added: ( 2 ) 1989 2019 10 - 40 Years
+Added: ( 2 ) 1979 2019 10 - 40 Years
+Added: 3 Flying J Travel Plaza
+Added: ( 2 ) 2001 2019 10 - 40 Years
+Added: 2 HHI-Formtech
+Added: ( 2 ) 1952 2019 10 - 40 Years
( 2 ) 1962 through 2003 2019 10 - 40 Years
−Removed: 4 Creme de la Creme
+Added: 2 Mesa Fitness
( 2 ) 1983 through 2007 2019 10 - 40 Years
−Removed: 20 Popeye's Chicken & Biscuits
( 2 ) 1957 through 2014 2019 10 - 40 Years
−Removed: 6 Golden Corral
+Added: 6 Regal Cinemas
( 2 ) 2005 through 2010 2019 10 - 40 Years
−Removed: 5 Mister Car Wash
( 2 ) 1982 through 2010 2019 10 - 40 Years
+Added: 28 Uncle Ed's Oil Shoppe
+Added: ( 2 ) 1959 through 1999 2019 10 - 40 Years
Depreciation (1)
5 unchanged sentences
( 2 ) 1979 through 1997 2019 10 - 40 Years
+Added: ( 1 ) 1991 2019 10 - 40 Years
+Added: 1 Adult & Pediatric Orthopedics
+Added: ( 1 ) 1991 2019 10 - 40 Years
+Added: 1 Austin's Park n' Pizza
+Added: ( 1 ) 2003 2019 10 - 40 Years
( 1 ) 1995 through 1996 2019 10 - 40 Years
−Removed: 2 Mesa Fitness
+Added: 2 Bricktown Brewery
( 1 ) 1904 through 1984 2019 10 - 40 Years
+Added: 5 Brookshire Brothers
( 1 ) 1990 through 1999 2019 10 - 40 Years
( 1 ) 2005 2019 10 - 40 Years
−Removed: 28 Uncle Ed's Oil Shoppe
−Removed: ( 2 ) 1959 through 1999 2019 10 - 40 Years
−Removed: 4 Bonfire and Axels
−Removed: ( 2 ) 1995 through 1996 2019 10 - 40 Years
−Removed: 1 Dave & Buster's
+Added: 1 Columbus Preparatory Academy
( 1 ) 2004 2019 10 - 40 Years
−Removed: 5 Pike Nursery
−Removed: ( 1 ) 1970 through 1996 2019 10 - 40 Years
−Removed: 2 HHI-Formtech
+Added: 1 ConForm Automotive
( 1 ) 1987 2019 10 - 40 Years
−Removed: 2 Mealey's Furniture
−Removed: ( 1 ) 1997 through 2004 2019 10 - 40 Years
+Added: 12 Core & Main
( 1 ) 1972 through 2001 2019 10 - 40 Years
−Removed: 2 Sanford's Grub & Pub
+Added: 4 Creme de la Creme
( 1 ) 1999 through 2008 2019 10 - 40 Years
−Removed: 1 Baptist Emergency Hospital
+Added: 1 Dave & Buster's
( 1 ) 1992 2019 10 - 40 Years
+Added: 2 Diagnostic Health
+Added: ( 1 ) 1985 through 1997 2019 10 - 40 Years
2 Eddie Merlot's
2 unchanged sentences
( 1 ) 1994 through 1995 2019 10 - 40 Years
−Removed: ( 1 ) 2007 through 2008 2019 10 - 40 Years
−Removed: 1 Cermak Fresh Market
−Removed: ( 1 ) 1989 2019 10 - 40 Years
−Removed: 1 Columbus Preparatory Academy
−Removed: — 2004 2019 10 - 40 Years
−Removed: 12 Core & Main
−Removed: — 1972 through 2001 2019 10 - 40 Years
−Removed: 5 Lerner and Rowe
+Added: 2 Fusion Gyms
( 1 ) 1987 through 1984 2019 10 - 40 Years
−Removed: 4 Meineke Car Care Center
+Added: 3 Golden Corral
( 1 ) 1993 through 2000 2019 10 - 40 Years
( 1 ) 2008 through 2016 2019 10 - 40 Years
−Removed: 1 Austin's Park n' Pizza
−Removed: — 2003 2019 10 - 40 Years
+Added: 7 Hughes Supply
( 1 ) 1993 2019 10 - 40 Years
+Added: 1 Jack Stack Barbeque
( 1 ) 1983 2019 10 - 40 Years
−Removed: 1 Marcus Theaters
+Added: 1 Joe's Crab Shack
( 1 ) 1997 2019 10 - 40 Years
−Removed: 1 Academy Sports + Outdoors
( 1 ) 1986 2019 10 - 40 Years
+Added: 3 Krispy Kreme
+Added: ( 1 ) 2000 through 2004 2019 10 - 40 Years
+Added: 5 Lerner and Rowe
+Added: ( 1 ) 1973 through 2007 2019 10 - 40 Years
+Added: 1 Marcus Theaters
( 1 ) 1999 2019 10 - 40 Years
−Removed: 1 Columbus Arts & Tech Academy
+Added: 4 Meineke Car Care Center
+Added: ( 1 ) 1999 through 2000 2019 10 - 40 Years
+Added: 1 Metaldyne BSM
( 1 ) 1960 2019 10 - 40 Years
−Removed: 2 Diagnostic Health
+Added: 5 Mister Car Wash
( 1 ) 1960 through 2002 2019 10 - 40 Years
−Removed: 3 Krispy Kreme
+Added: 3 Oregano's Pizza Bistro
( 1 ) 1964 through 2006 2019 10 - 40 Years
−Removed: 2 Max & Erma's
+Added: 5 Pike Nursery
( 1 ) 1970 through 1996 2019 10 - 40 Years
−Removed: 3 Oregano's Pizza Bistro
( 1 ) 1901 through 2000 2019 10 - 40 Years
+Added: 2 Sanford's Grub & Pub
+Added: ( 1 ) 1928 through 2003 2019 10 - 40 Years
9 Sonic Drive-In
( 1 ) 1987 through 2010 2019 10 - 40 Years
+Added: 1 Sportsman's Warehouse
+Added: ( 1 ) 1983 2019 10 - 40 Years
3 Texas Roadhouse
+Added: ( 1 ) 2003 to 2005 2019 10 - 40 Years
( 1 ) 1999 through 2000 2019 10 - 40 Years
−Removed: 5 Brookshire Brothers
( 1 ) 1984 through 1989 2019 10 - 40 Years
−Removed: 2 Flying Star Cafe
+Added: 1 Academy Sports + Outdoors
+Added: — 2016 2019 10 - 40 Years
+Added: 2 Affordable Care, Inc.
— 2008 through 2010 2019 10 - 40 Years
— 1984 through 1999 2019 10 - 40 Years
−Removed: 7 Hughes Supply
— 1996 2019 10 - 40 Years
−Removed: 1 Jack Stack Barbeque
+Added: 1 Ashley Furniture
— 1973 2019 10 - 40 Years
−Removed: 3 Jack's Family Restaurant
−Removed: — 2008 through 2016 2019 10 - 40 Years
−Removed: — 1984 through 1989 2019 10 - 40 Years
+Added: 1 Baptist Emergency Hospital
— 2013 2019 10 - 40 Years
−Removed: 1 Adult & Pediatric Orthopedics
+Added: 1 Bigham Cable
— 1982 2019 10 - 40 Years
−Removed: 2 Bricktown Brewery
−Removed: — 1904 through 1984 2019 10 - 40 Years
+Added: 1 Black Angus Steakhouse
+Added: — 1996 2019 10 - 40 Years
Depreciation (1)
3 unchanged sentences
Latest Income
−Removed: 1 ConForm Automotive
— 2004 2019 10 - 40 Years
−Removed: 2 Gerber Collision & Glass
−Removed: — 2001 through 2002 2019 10 - 40 Years
−Removed: 2 HD Supply White Cap
−Removed: — 1990 through 2001 2019 10 - 40 Years
−Removed: 1 Multi-Tenant
−Removed: — 2001 2019 10 - 40 Years
−Removed: 1 Planet Fitness
+Added: 1 Boozman-Hof
— 1988 2019 10 - 40 Years
−Removed: 1 RGB Eye Associates
+Added: 1 Bridgestone Tire
— 1998 2019 10 - 40 Years
−Removed: 1 Ashley Furniture
+Added: 1 Bru Burger Bar
— 1996 2019 10 - 40 Years
−Removed: 1 Boozman-Hof
+Added: 1 Buffalo Wild Wings
— 2014 2019 10 - 40 Years
1 unchanged sentence
— 2000 2019 10 - 40 Years
−Removed: 2 Famous Dave's
−Removed: — 1997 through 1999 2019 10 - 40 Years
−Removed: 3 Focus Child Development Center
−Removed: — 1965 through 1998 2019 10 - 40 Years
−Removed: 1 Joe's Crab Shack
−Removed: — 1997 2019 10 - 40 Years
−Removed: 1 Metaldyne BSM
+Added: 1 Chicken Salad Chick
— 1976 2019 10 - 40 Years
−Removed: 2 Primanti Bros.
+Added: 1 Columbus Arts & Tech Academy
— 1980 2019 10 - 40 Years
−Removed: 1 Rainbow Kids Clinic
+Added: 1 Consolidated Pipe
— 1987 2019 10 - 40 Years
−Removed: 1 Renn Kirby Chevrolet Buick
— 1996 2019 10 - 40 Years
−Removed: 1 Sportsman's Warehouse
— 1992 2019 10 - 40 Years
+Added: 2 Dollar General
— 2012 through 2015 2019 10 - 40 Years
+Added: 1 Dunkin Donuts
— 1977 2019 10 - 40 Years
−Removed: 1 Black Angus Steakhouse
+Added: 1 El Forastero
— 1992 2019 10 - 40 Years
−Removed: 1 Buffalo Wild Wings
+Added: 1 ERA Capital
— 1999 2019 10 - 40 Years
−Removed: 1 Kerry's Car Care
+Added: 1 Eriks Bike Shop
— 1996 2019 10 - 40 Years
−Removed: 2 Long John Silver's
−Removed: — 1972 through 1987 2019 10 - 40 Years
−Removed: 2 Monterey's Tex Mex
−Removed: — 1979 through 1997 2019 10 - 40 Years
−Removed: 1 Ojos Locos Sports Cantina
+Added: 1 Family Dollar Stores
— 1988 2019 10 - 40 Years
−Removed: 2 Orscheln Farm and Home
+Added: 2 Famous Dave's
— 1997 through 1999 2019 10 - 40 Years
−Removed: 2 Rick Johnson Auto & Tire
— 1982 2019 10 - 40 Years
−Removed: 1 Slim Chickens
+Added: 2 Flying Star Cafe
+Added: — 1994 through 1999 2019 10 - 40 Years
+Added: 3 Focus Child Development Center
+Added: — 1965 through 1998 2019 10 - 40 Years
+Added: 2 Gerber Collision & Glass
+Added: — 2001 through 2002 2019 10 - 40 Years
+Added: 2 HD Supply White Cap
+Added: — 1990 through 2001 2019 10 - 40 Years
+Added: — 1997 through 1994 2019 10 - 40 Years
+Added: 1 Howlin Concrete
— 1975 2019 10 - 40 Years
−Removed: 1 Southwest Stainless, LP
+Added: 3 Jack's Family Restaurant
— 2008 through 2016 2019 10 - 40 Years
−Removed: 1 Spoons Place
+Added: 1 Kerry's Car Care
— 2015 2019 10 - 40 Years
−Removed: 1 Tractor Supply
+Added: — 1977 through 2006 2019 10 - 40 Years
+Added: 1 Kings Wings N Things
— 1997 2019 10 - 40 Years
−Removed: 1 What the Buck
— 2012 2019 10 - 40 Years
−Removed: 2 Affordable Care, Inc.
−Removed: — 2008 through 2010 2019 10 - 40 Years
−Removed: 1 Bridgestone Tire
+Added: 1 Little Caesars
— 1996 2019 10 - 40 Years
−Removed: 2 Dollar General
−Removed: — 2012 through 2015 2019 10 - 40 Years
+Added: 1 Long John Silver's
— 1972 through 1987 2019 10 - 40 Years
+Added: 1 Max & Erma's
— 1990 through 2007 2019 10 - 40 Years
+Added: 2 Monterey's Tex Mex
— 1979 through 1997 2019 10 - 40 Years
−Removed: 1 Red Robin Gourmet Burgers
+Added: 1 NAPA Auto Parts
— 2001 2019 10 - 40 Years
−Removed: — 1991 through 2003 2019 10 - 40 Years
−Removed: 1 Bru Burger Bar
+Added: 1 Off the Hook Seafood & More
— 2007 2019 10 - 40 Years
−Removed: 1 Haus Energy
+Added: 1 Ojos Locos Sports Cantina
— 1993 2019 10 - 40 Years
−Removed: 1 Howlin Concrete
+Added: 1 Old Mexico Cantina
— 2007 2019 10 - 40 Years
−Removed: 1 Jack in the Box
+Added: 1 O'Reilly Auto Parts
— 2006 2019 10 - 40 Years
−Removed: 1 Little Caesars
+Added: 2 Orscheln Farm and Home
+Added: — 1977 through 1986 2019 10 - 40 Years
+Added: 1 Planet Fitness
— 2007 2019 10 - 40 Years
−Removed: 1 NAPA Auto Parts
+Added: 1 Rainbow Kids Clinic
— 2011 2019 10 - 40 Years
+Added: — 1990 through 1992 2019 10 - 40 Years
+Added: 1 Red Robin Gourmet Burgers
+Added: — 1995 2019 10 - 40 Years
+Added: 1 RGB Eye Associates
+Added: — 2013 2019 10 - 40 Years
+Added: 2 Rick Johnson Auto & Tire
+Added: — 1993 2019 10 - 40 Years
Depreciation (1)
3 unchanged sentences
Latest Income
−Removed: 1 Old Mexico Cantina
+Added: 1 Schumacher Homes
— 2014 2019 10 - 40 Years
−Removed: 1 O'Reilly Auto Parts
+Added: 1 Sharks Fish & Chicken
— 2014 2019 10 - 40 Years
+Added: 1 Slim Chickens
+Added: — 2013 2019 10 - 40 Years
+Added: 1 Southwest Stainless, LP
+Added: — 1977 through1994 2019 10 - 40 Years
+Added: 1 Spoons Place
+Added: — 1998 2019 10 - 40 Years
1 SRS Distribution
— 1975 2019 10 - 40 Years
+Added: — 1991 through 2003 2019 10 - 40 Years
1 The Atlanta Center for Foot & Ankle Surgery
2 unchanged sentences
— 1992 2019 10 - 40 Years
−Removed: 1 Consolidated Pipe
−Removed: — 1987 2019 10 - 40 Years
−Removed: — 1992 2019 10 - 40 Years
−Removed: 1 Family Dollar Stores
−Removed: — 1988 2019 10 - 40 Years
+Added: 1 Tractor Supply
— 2007 2019 10 - 40 Years
−Removed: 1 Off the Hook Seafood & More
+Added: 1 What the Buck
— 1958 2019 10 - 40 Years
−Removed: 1 Bigham Cable
— 2014 2019 10 - 40 Years
−Removed: Total ( 1,109 properties)
+Added: — 1977 through 2006 2019 10 - 40 Years
(1) Excludes accumulated depreciation of $ 213 related to personal property classified in our consolidated balance sheets as furniture, fixtures and equipment.
21 unchanged sentences
President and Chief Executive Officer
−Removed: March 1, 2021
+Added: February 24, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
2 unchanged sentences
Chief Executive Officer
−Removed: March 1, 2021
+Added: February 24, 2022
Donley Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
−Removed: March 1, 2021
+Added: February 24, 2022
/s/ Laurie B.
−Removed: Burns Independent Trustee March 1, 2021
+Added: Burns Independent Trustee February 24, 2022
/s/ Robert E.
−Removed: Cramer Independent Trustee March 1, 2021
−Removed: Fraiche Independent Trustee March 1, 2021
−Removed: Harrington Independent Trustee March 1, 2021
+Added: Cramer Independent Trustee February 24, 2022
+Added: Fraiche Independent Trustee February 24, 2022
+Added: Harrington Independent Trustee February 24, 2022
/s/ William A.
−Removed: Lamkin Independent Trustee March 1, 2021
−Removed: Portnoy Managing Trustee March 1, 2021
+Added: Lamkin Independent Trustee February 24, 2022
+Added: Portnoy Managing Trustee February 24, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.