Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 |
Related Party Transactions | |
Related Party Transactions | 12. Related Party Transactions |
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Governance Guidelines |
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        We have adopted written Governance Guidelines that describe the consideration and approval of any related person transactions. Under these Governance Guidelines, we may not enter into any transaction in which any Director or executive officer, any member of the immediate family of any Director or executive officer or any other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to our Board of Directors and our Board of Directors reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors constitute less than a quorum. If there are no disinterested Directors, the transaction must be reviewed, authorized and approved or ratified by both (1) the affirmative vote of a majority of our Board of Directors and (2) the affirmative vote of a majority of our Independent Directors. In determining whether to approve or ratify a transaction, our Board of Directors, or disinterested Directors or Independent Directors, as the case may be, shall act in accordance with any applicable provisions of our limited liability company agreement and bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to us and our shareholders. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Directors or otherwise in accordance with our policies, limited liability company agreement and bylaws, each as described above. In the case of any transaction with us in which any other employee of ours who is subject to our Code of Business Conduct and Ethics and who has a direct or indirect material interest in the transaction, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. |
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Relationship with HPT |
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        HPT was our parent company until 2007 and is our principal landlord and our largest shareholder. We were created as a separate public company in 2007 as a result of a spin off from HPT. As of December 31, 2014, HPT owned 3,420,000 of our common shares, representing approximately 8.9% of our outstanding common shares. One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT. Mr. Barry Portnoy's son, Mr. Adam Portnoy, is also a managing trustee of HPT, and Mr. Barry Portnoy's son-in-law, Mr. Ethan Bornstein, is an executive officer of HPT. Our other Managing Director, Mr. Thomas O'Brien, who is also our President and Chief Executive Officer, was a former executive officer of HPT. One of our Independent Directors, Mr. Arthur Koumantzelis, was an independent trustee of HPT prior to our spin-off from HPT. |
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        We have two leases with HPT, the TA Lease and the Petro Lease, pursuant to which we lease 184 properties from HPT. Our TA Lease is for 144 properties and our Petro Lease is for 40 properties. The TA Lease expires on December 31, 2022. The Petro Lease expires on June 30, 2024, and may be extended by us for up to two additional periods of 15 years each. We have the right to use the "TA", "TravelCenters of America" and other trademarks, which are owned by HPT, during the term of the TA Lease. |
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        The HPT Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs, and, at those properties at which HPT leases the property from the owner and subleases it to us, ground lease payments. We also are required generally to indemnify HPT for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The HPT Leases also include arbitration provisions for the resolution of disputes. |
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        As amended, the TA Lease requires us to pay minimum rent to HPT of $163,438 per year through December 31, 2022. As amended, the Petro Lease requires us to pay minimum rent to HPT of $61,414 per year through June 30, 2024. These minimum rent amounts include increases in minimum rent as a result of lease amendments and HPT's purchasing improvements to the properties we lease from HPT, as described below. |
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        Effective January 2012 and 2013, we began to incur percentage rent payable to HPT under the TA Lease and the Petro Lease, respectively. In each case, the percentage rent equals 3% of increases in nonfuel gross revenues and 0.3% of increases in gross fuel revenues at the leased properties over base amounts. The increases in percentage rents attributable to fuel revenues are subject to a maximum each year calculated by reference to changes in the consumer price index. Also, as discussed below, HPT has agreed to waive payment of the first $2,500 of percentage rent that may become due under our Petro Lease; HPT waived $640 of percentage rent under our Petro Lease for the year ended December 31, 2014, pursuant to that waiver; and through December 31, 2014, HPT has cumulatively waived $1,006 of the $2,500 of percentage rent to be waived. The total amount of percentage rent (which is net of the waived amount) that we incurred during the years ended December 31, 2014, 2013 and 2012, was $2,984, $2,050 and 1,465, respectively. |
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        Under the HPT Leases, we may request that HPT purchase approved amounts for renovations, improvements and equipment at the leased properties in return for increases in our minimum annual rent according to the following formula: the minimum rent per year will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. During 2014, 2013 and 2012, pursuant to the terms of the HPT Leases, we sold to HPT $66,133, $83,912 and $76,754, respectively, of improvements we previously made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by $5,621, $7,133 and $6,524, respectively. At December 31, 2014, our property and equipment balance included $32,571 of improvements of the type that we typically request that HPT purchase for an increase in rent; however, HPT is not obligated to purchase these improvements. |
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        The following table sets forth the amounts of minimum lease payments required under the HPT Leases as of December 31, 2014, in each of the years shown. |
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Year ending December 31, | | Minimum | | Rent for Ground | | Total Minimum | | Rent for Ground | |
Rent(1)Â | Leases Acquired | Lease Payments | Leases Subleased |
| by HPT(1)Â | Due to HPT(1)Â | from HPT(1)Â |
2015 | | $ | 219,570Â | | $ | 5,282Â | | $ | 224,852Â | | $ | 8,459Â | |
2016 | | | 219,570Â | | | 5,333Â | | | 224,903Â | | | 6,580Â | |
2017 | | | 219,570Â | | | 5,396Â | | | 224,966Â | | | 5,733Â | |
2018 | | | 219,570Â | | | 5,265Â | | | 224,835Â | | | 5,135Â | |
2019 | | | 219,570Â | | | 4,638Â | | | 224,208Â | | | 3,217Â | |
2020 | | | 219,570Â | | | 2,537Â | | | 222,107Â | | | 2,507Â | |
2021 | | | 219,570Â | | | 1,577Â | | | 221,147Â | | | 2,274Â | |
2022(2) | | | 351,175 | | | — | | | 351,175 | | | 1,560 | |
2023 | | | 61,414 | | | — | | | 61,414 | | | 922 | |
2024(3) | | | 83,018 | | | — | | | 83,018 | | | 694 | |
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-1 | The timing of minimum rent payments does not match the recognition of expense under GAAP, which requires that the minimum rent payments are recognized in expense evenly over the term of the lease regardless of the payment schedule. | | | | | | | | | | | | |
-2 | Includes previously deferred rent payments of $107,085 and estimated cost of removing underground storage tanks on the leased properties of $24,252 due on December 31, 2022. | | | | | | | | | | | | |
-3 | Includes previously deferred rent payments of $42,915 and estimated cost of removing underground storage tanks on the leased properties of $9,403 due on June 30, 2024. | | | | | | | | | | | | |
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        In 2008, we entered into a rent deferral agreement with HPT, which we and HPT subsequently amended in 2011. Pursuant to the deferral agreement, we were permitted to defer up to $150,000 of rent payable to HPT. We were not permitted to defer any additional amounts of rent after December 31, 2010. As of December 31, 2010, we had deferred, in aggregate, $150,000 of rent, which remained outstanding as of December 31, 2014. The deferral agreement also included a prohibition on share repurchases and dividends by us while any deferred rent remains unpaid. Pursuant to the deferral agreement, $107,085 of our deferred rent will be due and payable on December 31, 2022, and the remaining $42,915 will be due and payable on June 30, 2024. Interest ceased to accrue on deferred rent owed to HPT by us beginning on January 1, 2011; however, the deferred rent amounts shall be accelerated and interest shall begin to accrue on the deferred rent amounts if certain events provided in the deferral agreement occur, including a change of control of us, as defined that agreement. In connection with the deferral agreement, we entered into a registration rights agreement with HPT, which provides HPT with certain rights to require us to conduct a registered public offering with respect to our common shares issued to HPT pursuant to the deferral agreement, which rights continue through the date that is twelve months following the latest of the expiration of the terms of the TA Lease and the Petro Lease. |
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        On April 15, 2013, we entered an agreement with Equilon Enterprises LLC doing business as Shell Oil Products US, or Shell, pursuant to which Shell has agreed to construct a network of natural gas fueling lanes at up to 100 of our travel centers located along the U.S. interstate highway system, including travel centers we lease from HPT. In connection with that agreement, on April 15, 2013, we and HPT amended the HPT Leases to revise the calculation of percentage rent payable by us under the HPT Leases, with the intended effect that the amount of percentage rent would be unaffected by the type of fuel sold, whether diesel fuel or natural gas. That amendment also made certain administrative changes to the terms of the HPT Leases. Also on that date, in order to facilitate our agreement with Shell, HPT entered into a subordination, non-disturbance and attornment agreement with Shell, whereby HPT agreed to recognize Shell's license and other rights with respect to the natural gas fueling lanes at our HPT leased travel centers on certain conditions and in certain circumstances. |
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        On July 1, 2013, HPT purchased land that was previously leased by HPT from a third party and subleased to us under the TA Lease. Effective as of that date, rents due to that third party and our paying of those rents of approximately $545 annually on behalf of HPT under the terms of the TA Lease ceased. Also on that date, we and HPT amended the TA Lease to reflect our direct lease from HPT of that land and certain minor properties adjacent to other existing properties included in the TA Lease that also had been purchased by HPT, and to increase the annual rent due under the TA Lease by $537, which was 8.5% of HPT's investment. |
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        On December 23, 2013, HPT purchased property adjacent to a property we lease from HPT under the Petro Lease. Effective as of that date, we and HPT amended the Petro Lease to add that property to that lease and to increase annual rent due under the Petro Lease by $105, which was 8.5% of HPT's investment. |
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        On August 13, 2013, the travel center located in Roanoke, VA that we leased from HPT under the TA Lease was taken by eminent domain proceedings brought by the Virginia Department of Transportation, or VDOT, in connection with planned highway construction. The TA Lease provides that the annual rent payable by us is reduced by 8.5% of the amount of the proceeds HPT receives from the taking or, at HPT's option, the fair market value rent of the property on the commencement date of the TA Lease. In January 2014, HPT received proceeds from VDOT of $6,178, which is a substantial portion of VDOT's estimate of the value of the property, and as a result our annual rent under the TA Lease was reduced by $525 effective January 6, 2014. We and HPT are challenging VDOT's estimate of this property's value and we expect that the final resolution of this matter will take considerable time. After the VDOT taking, HPT entered a lease agreement with VDOT to lease this property for $40 per month; and subleased this property to us so that we became responsible to pay this VDOT lease rent. Following the expiration of this lease in November 2014, this property was surrendered to the VDOT. |
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        On July 14, 2014, HPT agreed to purchase and lease to us under the TA Lease land adjacent to a travel center that HPT owns in Florence, KY. On August 25, 2014, HPT terminated the purchase agreement. |
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        On September 23, 2014, HPT exercised its option to purchase the land and improvements at the travel center we sublease from HPT in Waterloo, NY. This transaction is expected to close in October 2015 and we expect that, following HPT's purchase, we will lease this travel center directly from HPT. |
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        The following table summarizes the various amounts related to the HPT Leases and other lessors that are reflected in real estate rent expense in our consolidated statements of income and comprehensive income. |
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| | Years Ended December 31, | | | | |
| | 2014 | | 2013 | | 2012 | | | | |
Cash payments for rent under the HPT Leases | | $ | 222,722 | | $ | 216,659 | | $ | 207,653 | | | | |
Change in accrued estimated percentage rent | | | 959 | | | 327 | | | (11 | ) | | | |
Adjustments to recognize expense on a straight line basis | | | (1,621 | ) | | (1,734 | ) | | (2,664 | ) | | | |
Less sale-leaseback financing obligation amortization | | | (2,380 | ) | | (1,644 | ) | | (2,089 | ) | | | |
Less portion of rent payments recognized as interest expense | | | (5,887 | ) | | (7,400 | ) | | (7,330 | ) | | | |
Less deferred tenant improvements allowance amortization | | | (6,769 | ) | | (6,769 | ) | | (6,769 | ) | | | |
Amortization of deferred gain on sale-leaseback transactions | | | (385 | ) | | (354 | ) | | (103 | ) | | | |
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Rent expense related to HPT Leases | | | 206,639 | | | 199,085 | | | 188,687 | | | | |
Rent paid to others(1) | | | 10,786 | | | 10,206 | | | 9,915 | | | | |
Adjustments to recognize expense on a straight line basis for other leases | | | (270 | ) | | 29 | | | 325 | | | | |
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Total real estate rent expense | | $ | 217,155 | | $ | 209,320 | | $ | 198,927 | | | | |
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-1 | Includes rent paid directly to HPT's landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT. | | | | | | | | | | | | |
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        The following table summarizes the various amounts related to the HPT Leases that are included in our consolidated balance sheets. |
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| | December 31, | | December 31, | | | | | | | |
2014 | 2013 | | | | | | |
Current HPT Leases liabilities: | | | | | | | | | | | | | |
Accrued rent | | $ | 19,407Â | | $ | 18,041Â | | | | | | | |
Sale-leaseback financing obligation(1) | | | 2,547Â | | | 2,358Â | | | | | | | |
Straight line rent accrual(2) | | | 2,529Â | | | 2,382Â | | | | | | | |
Deferred gain on sale-leaseback transactions(3) | | | 385Â | | | 385Â | | | | | | | |
Deferred tenant improvements allowance(4) | | | 6,769Â | | | 6,769Â | | | | | | | |
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Total Current HPT Leases liabilities | | $ | 31,637Â | | $ | 29,935Â | | | | | | | |
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Noncurrent HPT Leases liabilities: | | | | | | | | | | | | | |
Deferred rent obligation(5) | | $ | 150,000Â | | $ | 150,000Â | | | | | | | |
Sale-leaseback financing obligation(1) | | | 82,591Â | | | 83,762Â | | | | | | | |
Straight line rent accrual(2) | | | 50,234Â | | | 52,901Â | | | | | | | |
Deferred gain on sale-leaseback transactions(3) | | | 2,732Â | | | 3,117Â | | | | | | | |
Deferred tenant improvements allowance(4) | | | 47,377Â | | | 54,146Â | | | | | | | |
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Total Noncurrent HPT Leases liabilities | | $ | 332,934Â | | $ | 343,926Â | | | | | | | |
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-1 | Sale-leaseback Financing Obligation. GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheets the leased assets at thirteen of the properties that we leased from HPT because we subleased more than a minor portion of those properties to third parties, and one property that did not qualify for operating lease treatment for other reasons. Accordingly, we recorded the leased assets at these properties at an amount equal to HPT's recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale-leaseback financing obligation in our consolidated balance sheets. In addition, sales to HPT of improvements at these properties are accounted for as sale-leaseback financing transactions and these liabilities are increased by the amount of proceeds we receive from HPT. We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale-leaseback financing obligation and a portion as interest expense in our consolidated statements of income and comprehensive income. We determined the allocation of these rent payments to the liability and to interest expense using the effective interest method. The amounts allocated to interest expense during the years ended December 31, 2014, 2013 and 2012, were $5,887, $7,400 and $7,330, respectively. | | | | | | | | | | | | |
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During 2012, the subleases at four of these properties were terminated and we began operating these properties directly. The termination of these subleases qualified the properties for sale-leaseback accounting, at which time we reduced our property and equipment balance by $22,229 and our sale-leaseback financing obligation balance by $24,646, resulting in a deferred gain of $2,417. In October 2013, the sublease at another one of these properties was terminated and we began to operate that property, qualifying it for sale-leaseback accounting, at which time we reduced our property and equipment balance by $2,030 and our sale-leaseback financing obligation balance by $2,463, resulting in a deferred gain of $433. See note (3) below for further discussion regarding the deferred gains. | | | | | | | | | | | | |
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-2 | Straight Line Rent Accrual. The TA Lease included scheduled rent increases over the first six years of the lease term, as do certain of the leases for properties we sublease from HPT, the rent for which we pay directly to HPT's landlords. Also, under our leases with HPT, we are obligated to pay to HPT at lease expiration an amount equal to an estimate, calculated in accordance with GAAP, of the cost of removing the underground storage tanks. We recognize the effects of scheduled rent increases and the future payment to HPT for the estimated cost of removing underground storage tanks in real estate rent expense over the lease terms on a straight line basis, with offsetting entries to this accrual balance. | | | | | | | | | | | | |
-3 | Deferred Gain on Sale-Leaseback Transactions. This gain arose from our 2012 and 2013 terminations of subleases to franchisees for five properties we lease from HPT, which qualified these properties for sale-leaseback accounting and required us to remove the related assets and liabilities from our consolidated balance sheets, as further described in note (1) above, and from the sales to HPT of certain assets at the five properties we lease from HPT that we continue to sublease to franchisees. The gain from the sale portion of a sale-leaseback transaction is deferred and amortized into our real estate rent expense on a straight line basis over the then remaining term of the lease. | | | | | | | | | | | | |
-4 | Deferred Tenant Improvements Allowance. HPT committed to fund up to $125,000 of capital projects at the properties we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the rent deemed to be related to this tenant improvements allowance. This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those payments. We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of real estate rent expense. | | | | | | | | | | | | |
-5 | Deferred Rent Obligation. Pursuant to a rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT. The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024. This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us. | | | | | | | | | | | | |
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Relationship with RMR |
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        RMR provides business management and shared services to us pursuant to a business management and shared services agreement, or our business management agreement. One of our Managing Directors, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR. Mr. Barry Portnoy's son, Mr. Adam Portnoy, is an owner of RMR and serves as President, Chief Executive Officer and a director of RMR. Our other Managing Director, Mr. Thomas O'Brien, who is also our President and Chief Executive Officer, Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are officers and employees of RMR. RMR provides management services to HPT and HPT's executive officers are officers and employees of RMR. Two of our Independent Directors also serve as independent directors or independent trustees of other companies to which RMR or its affiliates provides management services. Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR serve as our officers and officers of those companies to which RMR or its affiliates provides management services. |
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        Because at least 80% of Messrs. O'Brien's, Rebholz's and Young's business time is devoted to services to us, 80% of Messrs. O'Brien's, Rebholz's and Young's total cash compensation (that is, the combined base salary and cash bonus paid by us and RMR) was paid by us and the remainder was paid by RMR. Messrs. O'Brien, Rebholz and Young are also eligible to participate in certain RMR benefit plans. We believe the compensation we paid to these officers reasonably reflected their division of business time; however, periodically, these individuals may divide their business time differently than they do currently and their compensation from us may become disproportionate to this division. |
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        Our Board of Directors has given our Compensation Committee, which is comprised exclusively of our Independent Directors, authority to act on our behalf with respect to our business management agreement with RMR. The charter of our Compensation Committee requires the committee to review annually the terms of the business management agreement, evaluate RMR's performance under this agreement and determine whether to renew, amend or terminate the business management agreement. |
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        Pursuant to the business management agreement, RMR assists us with various aspects of our business, which may include, but are not limited to, compliance with various laws and rules applicable to our status as a publicly owned company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center and gasoline station/convenience store properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our gross fuel margin (which is our fuel sales revenues less our cost of fuel sales) plus our total nonfuel revenues. The fee is payable monthly based on the prior month's margins and revenues. This fee totaled $12,272, $10,758 and $10,025 for the years ended December 31, 2014, 2013 and 2012, respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. |
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        RMR also provides internal audit services to us in return for our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its affiliates provides management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit. Our share of RMR's costs of providing this internal audit function was approximately $272, $208 and $193 for the years ended December 31, 2014, 2013 and 2012, respectively. These allocated costs are in addition to the business management fees paid to RMR. |
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        The current term of our business management agreement with RMR ends on December 31, 2015, and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. On March 12, 2015, we and RMR entered into an amended and restated business management and shared services agreement, which was approved by our Compensation Committee, comprised solely of our Independent Directors. As amended, RMR may terminate the business management agreement upon 120 days' written notice, and we continue to have the right to terminate the business management agreement upon 60 days' written notice, subject to approval by a majority vote of our Independent Directors. As amended, if we terminate or elect not to renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination. Also, as amended, RMR agrees to provide certain transition services for us for 120 days following termination by us or notice of termination by RMR. The business management agreement includes arbitration provisions for the resolution of disputes. |
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        Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, including HPT. The fact that RMR has responsibilities to other entities, including our largest landlord, HPT, could create conflicts; and in the event of such conflicts, our business management agreement allows RMR to act on its own behalf and on behalf of HPT or such other entity rather than on our behalf. |
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        We are also generally responsible for all of our expenses and certain expenses incurred by RMR on our behalf. Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we have in the past, and may in the future enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. |
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        We have a property management agreement with RMR under which RMR provides building management services to us for our headquarters building. The charter of our Compensation Committee requires that the Committee annually review the property management agreement, evaluate RMR's performance under this agreement and renew, amend or terminate this agreement. We paid RMR $141, $143 and $132 for property management services at our headquarters building for the years ended December 31, 2014, 2013 and 2012, respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. |
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        Under the Plan, we grant restricted shares to certain employees of RMR who are not also Directors, officers or employees of ours. We granted a total of 62,550, 48,950 and 59,725 shares with an aggregate value of $610, $523 and $260 to such persons in 2014, 2013 and 2012, respectively, based upon the closing price of our common shares on the NYSE (for grants made in 2014 and 2013) or NYSE MKT (for grants made in 2012) on the dates of the grants. One fifth of those shares vested on the grant dates and one fifth vests on each of the next four anniversaries of the grant dates. These share grants to RMR employees are in addition to both the fees we pay to RMR and our share grants to our Directors, officers and employees. On occasion, we have entered into arrangements with former employees of ours or RMR in connection with the termination of their employment with us or RMR, providing for the acceleration of vesting of shares previously granted to them under the Plan. Additionally, each of our President and Chief Executive Officer, Executive Vice President, Chief Financial Officer and Treasurer, and Executive Vice President and General Counsel received grants of restricted shares of other companies to which RMR provides management services, including HPT, in their capacities as officers of RMR. |
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Other Relationships with HPT and RMR |
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        In connection with our spin off from HPT in 2007, we entered a transaction agreement with HPT and RMR, pursuant to which we granted HPT a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted HPT and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which they invest before we do. We also agreed that for so long as we are a tenant of HPT we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under our leases with HPT; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of our continuing Directors to constitute a majority of our Board of Directors or any such tenant or guarantor. Also, we agreed not to take any action that might reasonably be expected to have a material adverse impact on HPT's ability to qualify as a REIT and to indemnify HPT for any liabilities it may incur relating to our assets and business. The transaction agreement includes arbitration provisions for the resolution of disputes. |
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Relationship with AIC |
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        We, RMR, HPT and four other companies to which RMR provides management services currently own AIC, an Indiana insurance company, and are parties to an amended and restated shareholders agreement regarding AIC. On May 9, 2014, as a result of a change in control of Equity Commonwealth (formerly CommonWealth REIT), or EQC, as defined in the amended and restated shareholders agreement, we and the other AIC shareholders purchased pro rata the AIC shares EQC owned in accordance with the terms of that agreement. Pursuant to that purchase, we purchased 2,857 AIC shares from EQC for $825. Following these purchases, we and the other remaining six shareholders each owns approximately 14.3% of AIC. |
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        A majority of our Directors and most of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC. Our Governance Guidelines provide that any material transaction between us and AIC shall be reviewed, authorized and approved or ratified by the affirmative votes of both a majority of our Board of Directors and a majority of our Independent Directors. The shareholders agreement among us, the other shareholders of AIC and AIC includes arbitration provisions for the resolution of disputes. |
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        As of December 31, 2014, we have invested $6,054 in AIC since its formation in 2008. Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC. Our investment in AIC had a carrying value of $6,828 and $5,913 as of December 31, 2014 and 2013, respectively, which amounts are included in other noncurrent assets on our consolidated balance sheets. We recognized income of $89, $334 and $316, related to our investment in AIC for 2014, 2013 and 2012, respectively. In June 2014, we and the other shareholders of AIC purchased a one-year property insurance policy providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts. We paid AIC a premium, including taxes and fees, of $1,601 in connection with that policy, which amount may be adjusted from time to time as we acquire or dispose of properties that are included in the policy. Our annual premiums for this property insurance in 2013 and 2012 were $2,743 and $3,183, respectively. See Note 11 for a further description of our investment in AIC. |
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Directors' and Officers' Liability Insurance |
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        In September 2014, we purchased a two year combined directors' and officers' insurance policy with RMR and five other companies to which RMR provides management services that provides $10,000 in aggregate primary coverage, including certain errors and omission coverage. At that time, we also purchased separate additional one year directors' and officers' liability insurance policies that provide $20,000 of aggregate excess coverage plus $5,000 of excess non-indemnifiable coverage. The total premium payable by us for these policies purchased in September 2014 was approximately $351. |
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Relationship with PTP |
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        PTP is a joint venture between us and Tejon Development Corporation, that owns two travel centers and two gasoline stations/convenience stores in California. We own a 40% interest in PTP and operate the two travel centers and two gasoline stations/convenience stores PTP owns for which we receive management and accounting fees, which totaled $800 for each of the years ended December 31, 2014, 2013 and 2012. The carrying value of our investment in PTP as of December 31, 2014 and 2013, was $20,807 and $17,672, respectively. At December 31, 2014 and 2013, we had a net receivable from PTP of $430 and payable to PTP of $1,147, respectively. We recognized income of $3,135, $2,340 and $1,561 during the years ended December 31, 2014, 2013 and 2012, respectively, related to this investment, which is separate from and in addition to the management and accounting fees we earned. During 2012, we received distributions from PTP totaling $4,800. These distributions represented a return on our investment and, accordingly, are included as operating activities in the accompanying consolidated statements of cash flows. See Note 11 for a further description of our investment in PTP. |
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