Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | TRAVELCENTERS OF AMERICA LLC | |
Entity Central Index Key | 1378453 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,344,608 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $218,151 | $224,275 |
Accounts receivable (less allowance for doubtful accounts of $1,210 and $1,312 as of March 31, 2015, and December 31, 2014, respectively) | 119,977 | 96,478 |
Inventories | 172,139 | 172,750 |
Other current assets | 66,700 | 69,029 |
Total current assets | 576,967 | 562,532 |
Property and equipment, net | 814,605 | 765,828 |
Goodwill and intangible assets, net | 57,234 | 54,550 |
Other noncurrent assets | 42,758 | 42,264 |
Total assets | 1,491,564 | 1,425,174 |
Current liabilities: | ||
Accounts payable | 142,513 | 123,084 |
Current HPT Leases liabilities | 31,785 | 31,637 |
Other current liabilities | 132,991 | 112,417 |
Total current liabilities | 307,289 | 267,138 |
Noncurrent HPT Leases liabilities | 330,290 | 332,934 |
Long term debt | 230,000 | 230,000 |
Other noncurrent liabilities | 88,668 | 76,492 |
Total liabilities | 956,247 | 906,564 |
Shareholders' equity: | ||
Common shares, no par value, 39,158,666 shares authorized as of March 31, 2015 and December 31, 2014, 38,434,136 shares issued and 38,344,608 shares outstanding as of March 31, 2015, and 38,425,886 shares issued and 38,336,358 shares outstanding as of December 31, 2014 | 680,761 | 679,482 |
Accumulated other comprehensive income | 134 | 435 |
Accumulated deficit | -144,650 | -160,379 |
Treasury shares, 89,528 shares as of March 31, 2015 and December 31, 2014 | -928 | -928 |
Total shareholders' equity | 535,317 | 518,610 |
Total liabilities and shareholders' equity | $1,491,564 | $1,425,174 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,210 | $1,312 |
Common shares, par value (in dollars per share) | $0 | $0 |
Common shares, shares authorized | 39,158,666 | 39,158,666 |
Common shares, shares issued | 38,434,136 | 38,425,886 |
Common shares, shares outstanding | 38,344,608 | 38,336,358 |
Treasury Stock, Shares | 89,528 | 89,528 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income and Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Fuel | $1,003,167 | $1,589,646 |
Nonfuel | 401,510 | 374,666 |
Rent and royalties from franchisees | 3,024 | 2,997 |
Total revenues | 1,407,701 | 1,967,309 |
Cost of goods sold (excluding depreciation): | ||
Fuel | 890,780 | 1,497,329 |
Nonfuel | 178,422 | 168,416 |
Total cost of goods sold | 1,069,202 | 1,665,745 |
Operating expenses: | ||
Site level operating | 205,584 | 199,571 |
Selling, general & administrative | 27,616 | 26,796 |
Real estate rent | 55,604 | 54,204 |
Depreciation and amortization | 17,525 | 16,128 |
Total operating expenses | 306,329 | 296,699 |
Income from operations | 32,170 | 4,865 |
Acquisition costs | 414 | 610 |
Interest expense, net | 6,332 | 4,036 |
Income before income taxes and income from equity investees | 25,424 | 219 |
Provision for income taxes | 10,486 | 276 |
Income from equity investees | 791 | 254 |
Net income | 15,729 | 197 |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation loss, net of taxes of $(194) and $(90), respectively | -346 | -192 |
Equity interest in investee's unrealized gain on investments | 45 | 19 |
Other comprehensive (loss) income | -301 | -173 |
Comprehensive income | $15,428 | $24 |
Net income per common share: | ||
Basic and diluted (in dollars per share) | $0.41 | $0.01 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Income and Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Income and Comprehensive Income | ||
Foreign currency translation adjustment, taxes | ($194) | ($90) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $15,729 | $197 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Noncash rent expense | -2,336 | -2,168 |
Depreciation and amortization expense | 17,525 | 16,128 |
Deferred income tax provision | 35 | 276 |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||
Accounts receivable | -23,567 | -51,676 |
Inventories | 3,723 | 7,001 |
Other assets | 2,521 | 65 |
Accounts payable and other liabilities | 42,702 | 40,561 |
Other, net | 601 | 1,023 |
Net cash provided by operating activities | 56,933 | 11,407 |
Cash flows from investing activities: | ||
Proceeds from asset sales | 19,714 | 5,837 |
Capital expenditures | -40,864 | -17,010 |
Acquisitions of businesses, net of cash acquired | -41,736 | -3,202 |
Net cash used in investing activities | -62,886 | -14,375 |
Cash flows from financing activities: | ||
Proceeds from sale-leaseback transactions with HPT | 491 | 268 |
Sale-leaseback financing obligation payments | -636 | -589 |
Other | 7 | -11 |
Net cash used in financing activities | -138 | -332 |
Effect of exchange rate changes on cash | -33 | -9 |
Net decrease in cash and cash equivalents | -6,124 | -3,309 |
Cash and cash equivalents at the beginning of the period | 224,275 | 85,657 |
Cash and cash equivalents at the end of the period | 218,151 | 82,348 |
Supplemental disclosure of cash flow information: | ||
Interest paid (including rent classified as interest and net of capitalized interest) | 5,764 | 3,989 |
Income taxes paid (net of refunds) | $123 | $1 |
Basis_of_Presentation_Business
Basis of Presentation, Business Description and Organization | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation, Business Description and Organization | |
Basis of Presentation, Business Description and Organization | 1.Basis of Presentation, Business Description and Organization |
TravelCenters of America LLC, which we refer to as the Company or we, us and our, operates and franchises travel centers under the “TravelCenters of America,” “TA” and related brand names, or the TA brand, and the “Petro Stopping Centers” and “Petro” brand names, or the Petro brand, primarily along the United States, or U.S., interstate highway system. Our travel center customers include trucking fleets and their drivers, independent truck drivers and motorists. We also operate convenience stores with retail gasoline stations, primarily under the “Minit Mart” brand name, that generally serve motorists. Our travel centers include, on average, approximately 25 acres of land and typically offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants, or QSRs, travel and convenience stores and various other driver amenities. Additionally, we collect rents, royalties and other fees from our franchisees. | |
At March 31, 2015, our business included 251 travel centers in 43 states in the U.S. and the province of Ontario, Canada. Our travel centers included 175 operated under the TA brand and 76 operated under the Petro brand. Of our 251 travel centers at March 31, 2015, 39 are owned by us, 187 are leased or managed by us, including 183 that we leased from Hospitality Properties Trust, or HPT, two we operate for a joint venture in which we own a noncontrolling interest and 25 are owned or leased from others by franchisees. We sublease to franchisees five of the travel centers we lease from HPT. | |
Additionally, as of March 31, 2015, we operated 60 gasoline stations/convenience stores in six states, primarily Kentucky and Minnesota. Of our 60 gasoline stations/convenience stores at March 31, 2015, we owned 51 and we leased seven, including one that we leased from HPT, and we operated two for a joint venture in which we own a noncontrolling interest. | |
We manage our business as one operating segment and, therefore, have one reportable segment. Our locations sell similar products and services, use similar processes to sell products and services, and sell products and services to similar groups of customers. We make specific disclosures concerning fuel and nonfuel products and services because it facilitates our discussion of trends and operational initiatives within our business and industry. We have only a single travel center located in a foreign country, Canada, and the revenues and assets related to that travel center are not material to us. | |
The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements. The disclosures do not include all the information necessary for complete financial statements in accordance with GAAP. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, or our Annual Report. In the opinion of our management, the accompanying condensed consolidated financial statements include all adjustments, including normal recurring adjustments, considered necessary for a fair presentation. All intercompany transactions and balances have been eliminated. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent expense and certain other costs do not vary seasonally. For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for a full year. | |
Certain prior year amounts have been reclassified in our condensed consolidated statements of income and comprehensive income and our condensed consolidated statements of cash flows to be consistent with the current year presentation. | |
Fair Value Measurement | |
We refer to our $110,000 of 8.25% Senior Notes due 2028 and our $120,000 of 8.00% Senior Notes due 2029 collectively as our Senior Notes, which are our senior unsecured obligations. We estimate that, based on their trading prices (a Level 1 input), the fair value of our Senior Notes on March 31, 2015, was $239,408. | |
Recently Issued Accounting Pronouncements | |
In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a reduction of the associated debt liability. This update is effective for interim and annual reporting periods beginning after December 15, 2015, and requires retrospective application. The implementation of this update is not expected to cause any material changes to our consolidated financial statements other than the reclassification of debt issuance costs from assets to a reduction of liabilities on our condensed consolidated balance sheets. | |
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, which establishes a comprehensive revenue recognition standard under GAAP for virtually all industries. The new standard will apply for annual periods beginning after December 15, 2016, including interim periods therein. Early adoption is prohibited. We have not yet determined the effects, if any, adoption of this update may have on our consolidated financial statements. | |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share | ||||||||
Earnings Per Share | 2.Earnings Per Share | |||||||
Unvested shares issued under our share award plan are deemed participating securities because they participate equally in earnings with all of our other common shares. The following table presents a reconciliation from net income to the net income available to common shareholders and the related earnings per share. | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income, as reported | $ | 15,729 | $ | 197 | ||||
Less: net income attributable to participating securities | 794 | 10 | ||||||
Net income available to common shareholders | $ | 14,935 | $ | 187 | ||||
Weighted average common shares (1) | 36,403,492 | 35,783,417 | ||||||
Basic and diluted net income per share | $ | 0.41 | $ | 0.01 | ||||
-1 | Excludes unvested shares granted under our share award plan, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding for the three months ended March 31, 2015 and 2014, was 1,934,858 and 1,841,949, respectively. | |||||||
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisitions | |||||
Acquisitions | 3.Acquisitions | ||||
During the three months ended March 31, 2015, we acquired one travel center and 26 gasoline stations/convenience stores for an aggregate of $41,736, and we accounted for these transactions as business combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. We have included the results of these acquisitions in our condensed consolidated financial statements from their date of acquisition. The pro forma impact of including the results of operations of these acquisitions from the beginning of the period are not material to our condensed consolidated financial statements. Additionally, we acquired a travel center property that we formerly managed for a third party and a vacant parcel of land for an aggregate of $8,791, and we accounted for these transactions as asset purchases. | |||||
We expect that all of the goodwill acquired to date will be deductible for tax purposes. The following table summarizes the amounts assigned, based on their fair values, to the assets we acquired and liabilities we assumed in the business combinations described above. | |||||
Inventories | $ | 3,159 | |||
Property and equipment | 36,651 | ||||
Goodwill | 3,062 | ||||
Other liabilities | (1,136 | ) | |||
Total purchase price | $ | 41,736 | |||
As of March 31, 2015, we had entered agreements to acquire one travel center property and 52 gasoline station/convenience store properties for an aggregate of $103,800. We expect to complete these acquisitions during the first half of 2015, but these purchases are subject to conditions and may not occur, may be delayed or the terms may change. From March 31, 2015, to the date of this Quarterly Report on Form 10-Q, or this Quarterly Report, we completed the purchase of 19 gasoline stations/convenience stores for an aggregate of $27,000 and we entered an agreement to acquire one travel center and two gasoline stations/convenience stores for an aggregate of $8,200. | |||||
During the three months ended March 31, 2015 and 2014, we incurred acquisition related costs totaling $414 and $610, respectively, for legal, due diligence and related activities associated with acquisitions considered or completed, which amounts are included in our condensed consolidated statements of income and comprehensive income. | |||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Accumulated Other Comprehensive Income | |||||||||||
Accumulated Other Comprehensive Income | 4.Accumulated Other Comprehensive Income | ||||||||||
Accumulated other comprehensive income at March 31, 2015, consisted of the following: | |||||||||||
Foreign | Equity interest | Accumulated | |||||||||
currency | in investee’s | other | |||||||||
translation | unrealized gain | comprehensive | |||||||||
adjustment | (loss) on | income | |||||||||
investments | |||||||||||
Balance at December 31, 2014 | $ | 385 | $ | 50 | $ | 435 | |||||
Foreign currency translation adjustment, net of tax of $(194) | (346 | ) | — | (346 | ) | ||||||
Equity interest in investee’s unrealized gain on investments | — | 45 | 45 | ||||||||
Other comprehensive income (loss), net of tax | (346 | ) | 45 | (301 | ) | ||||||
Balance at March 31, 2015 | $ | 39 | $ | 95 | $ | 134 | |||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions | ||||||||
Related Party Transactions | 5.Related Party Transactions | |||||||
We have relationships and historical and continuing transactions with Reit Management & Research LLC, or RMR, and others affiliated with RMR. We also have relationships and historical and continuing transactions with other companies to which RMR provides management services and which have directors, trustees and officers who are also directors or officers of us or RMR. For further information about these and other such relationships and certain other related person transactions, please refer to our Annual Report. | ||||||||
Relationship with HPT | ||||||||
As of March 31, 2015, HPT owned 3,420,000, or 8.9%, of our common shares outstanding. We have two leases with HPT, the TA Lease for 144 properties, and the Petro Lease for 40 properties, and we refer to the TA Lease and the Petro Lease together as the HPT Leases. The following table summarizes the various amounts related to the HPT Leases and other leases that are reflected in real estate rent expense in our condensed consolidated statements of income and comprehensive income. | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Cash payments for rent under the HPT Leases | $ | 57,516 | $ | 55,146 | ||||
Change in accrued estimated percentage rent | (104 | ) | 618 | |||||
Adjustments to recognize expense on a straight line basis | (452 | ) | (341 | ) | ||||
Less sale-leaseback financing obligation amortization | (636 | ) | (589 | ) | ||||
Less portion of rent payments recognized as interest expense | (1,452 | ) | (1,470 | ) | ||||
Less deferred tenant improvements allowance amortization | (1,692 | ) | (1,692 | ) | ||||
Amortization of deferred gain on sale-leaseback transactions | (96 | ) | (96 | ) | ||||
Rent expense related to HPT Leases | 53,084 | 51,576 | ||||||
Rent paid to others (1) | 2,621 | 2,685 | ||||||
Adjustments to recognize expense on a straight line basis for other leases | (101 | ) | (57 | ) | ||||
Total real estate rent expense | $ | 55,604 | $ | 54,204 | ||||
-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. | |||||||
The following table summarizes the various amounts related to the HPT Leases that are included in our condensed consolidated balance sheets. | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Current HPT Leases liabilities: | ||||||||
Accrued rent | $ | 19,473 | $ | 19,407 | ||||
Sale-leaseback financing obligation (1) | 2,619 | 2,547 | ||||||
Straight line rent accrual (2) | 2,539 | 2,529 | ||||||
Deferred gain on sale-leaseback transactions (3) | 385 | 385 | ||||||
Deferred tenant improvements allowance (4) | 6,769 | 6,769 | ||||||
Total Current HPT Leases liabilities | $ | 31,785 | $ | 31,637 | ||||
Noncurrent HPT Leases liabilities: | ||||||||
Deferred rent obligation (5) | $ | 150,000 | $ | 150,000 | ||||
Sale-leaseback financing obligation (1) | 82,374 | 82,591 | ||||||
Straight line rent accrual (2) | 49,595 | 50,234 | ||||||
Deferred gain on sale-leaseback transactions (3) | 2,636 | 2,732 | ||||||
Deferred tenant improvements allowance (4) | 45,685 | 47,377 | ||||||
Total Noncurrent HPT Leases liabilities | $ | 330,290 | $ | 332,934 | ||||
-1 | Sale-leaseback Financing Obligation. In 2007, when we entered the TA Lease, we recognized in our condensed consolidated balance sheets the leased assets at thirteen properties (eight as of March 31, 2015) previously owned by our predecessor that we now lease 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 condensed 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 condensed consolidated statements of income and comprehensive income. The amounts allocated to interest expense during the three months ended March 31, 2015 and 2014, were $1,452 and $1,470, respectively. | |||||||
-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 of the cost to remove the underground storage tanks that we would incur had we owned the underlying assets. 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. | |||||||
-3 | Deferred Gain on Sale-Leaseback Transactions. This deferred 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 condensed consolidated balance sheets, as well as from the sales to HPT of certain assets at the five properties we lease from HPT that we continue to sublease to franchisees. Prior to terminating the subleases of these five properties, the assets at these five properties had been reflected in our balance sheets in accordance with the accounting described in note (1) above. We amortize the deferred gain into real estate rent expense on a straight line basis over the remaining term of the leases. | |||||||
-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. | |||||||
HPT waived $259 and $152 of percentage rent under our Petro Lease for the three months ended March 31, 2015 and 2014, respectively, and through the first quarter of 2015 has cumulatively waived $1,266 of the $2,500 of percentage rent to be waived pursuant to the related agreement. The total amount of percentage rent (which is net of the waived amount) that we incurred during the three months ended March 31, 2015 and 2014, was $1,193 and $893, respectively. | ||||||||
During the three months ended March 31, 2015, pursuant to the terms of the HPT Leases, we sold to HPT $20,181 of improvements we previously made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by approximately $1,715. At March 31, 2015, our property and equipment balance included $29,927 of improvements of the type that we typically request that HPT purchase for an increase in rent in the future; however, HPT is not obligated to purchase these improvements. | ||||||||
Relationship with RMR | ||||||||
Pursuant to our business management agreement and property management agreement with RMR, we incurred aggregate fees of $3,495 and $2,893 for the three months ended March 31, 2015 and 2014, respectively. These amounts are included in selling, general and administrative expenses in our condensed consolidated statements of income and comprehensive income. | ||||||||
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, and 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. | ||||||||
Relationship with AIC | ||||||||
As of March 31, 2015, our investment in Affiliates Insurance Company, or AIC, an Indiana insurance company, had a carrying value of $6,945, which amount is included in other assets in our condensed consolidated balance sheet. We recognized income of $72 and a loss of $97 related to our investment in AIC for the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Relationship with PTP | ||||||||
As of March 31, 2015, our investment in Petro Travel Plaza Holdings LLC, or PTP, had a carrying value of $21,526, which amount is included in other assets in our condensed consolidated balance sheet. During each of the three months ended March 31, 2015 and 2014, we recognized management and accounting fee income of $200. At March 31, 2015, we had a net payable to PTP of $1,041. We recognized income of $719 and $351 during the three months ended March 31, 2015 and 2014, respectively, as our share of PTP’s net income. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | |
6.Commitments and Contingencies | |
Legal Proceedings | |
We are routinely involved in various legal and administrative proceedings, including tax audits, incidental to the ordinary course of our business, none of which we expect, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash flows. | |
Environmental Contingencies | |
Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and waste at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of our leases, we generally have agreed to indemnify HPT for any environmental liabilities related to properties that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the properties. Under an agreement with Shell, we have agreed to indemnify Shell and its affiliates from certain environmental liabilities incurred with respect to our travel centers where natural gas fueling lanes are installed. | |
From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement or for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed. | |
At March 31, 2015, we had a gross accrued liability of $5,312 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $1,501, resulting in an estimated net amount of $3,811 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial condition or results of operations. | |
We have insurance of up to $10,000 per incident and up to $40,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles. However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms. | |
It is impossible to predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us. In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters and market reaction to any such legislation or regulation or to climate change concerns, may decrease the demand for our fuel products, may require us to expend significant amounts and may negatively impact our business. For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel, as well as President Obama’s February 2014 order that his administration develop and implement new fuel efficiency standards for medium and heavy duty commercial trucks by March 2016, has caused us to add certain services and provide certain products to our customers at a cost to us and may decrease the demand for our fuel products and negatively impact our business. Further, legislation and regulations that limit carbon emissions also may cause our energy costs at our locations to increase. | |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventories | ||||||||
Inventories | 7.Inventories | |||||||
Inventories consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Nonfuel products | $ | 143,253 | $ | 146,370 | ||||
Fuel products | 28,886 | 26,380 | ||||||
Total inventories | $ | 172,139 | $ | 172,750 | ||||
Basis_of_Presentation_Business1
Basis of Presentation, Business Description and Organization (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation, Business Description and Organization | |
Basis of Presentation | The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements. The disclosures do not include all the information necessary for complete financial statements in accordance with GAAP. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, or our Annual Report. In the opinion of our management, the accompanying condensed consolidated financial statements include all adjustments, including normal recurring adjustments, considered necessary for a fair presentation. All intercompany transactions and balances have been eliminated. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent expense and certain other costs do not vary seasonally. For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for a full year. |
Reclassifications | Certain prior year amounts have been reclassified in our condensed consolidated statements of income and comprehensive income and our condensed consolidated statements of cash flows to be consistent with the current year presentation. |
Fair Value Measurement | Fair Value Measurement |
We refer to our $110,000 of 8.25% Senior Notes due 2028 and our $120,000 of 8.00% Senior Notes due 2029 collectively as our Senior Notes, which are our senior unsecured obligations. We estimate that, based on their trading prices (a Level 1 input), the fair value of our Senior Notes on March 31, 2015, was $239,408. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a reduction of the associated debt liability. This update is effective for interim and annual reporting periods beginning after December 15, 2015, and requires retrospective application. The implementation of this update is not expected to cause any material changes to our consolidated financial statements other than the reclassification of debt issuance costs from assets to a reduction of liabilities on our condensed consolidated balance sheets. | |
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, which establishes a comprehensive revenue recognition standard under GAAP for virtually all industries. The new standard will apply for annual periods beginning after December 15, 2016, including interim periods therein. Early adoption is prohibited. We have not yet determined the effects, if any, adoption of this update may have on our consolidated financial statements. | |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share | ||||||||
Schedule of reconciliation from net income to the net income available to common shareholders and the related earnings per share | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income, as reported | $ | 15,729 | $ | 197 | ||||
Less: net income attributable to participating securities | 794 | 10 | ||||||
Net income available to common shareholders | $ | 14,935 | $ | 187 | ||||
Weighted average common shares (1) | 36,403,492 | 35,783,417 | ||||||
Basic and diluted net income per share | $ | 0.41 | $ | 0.01 | ||||
-1 | Excludes unvested shares granted under our share award plan, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding for the three months ended March 31, 2015 and 2014, was 1,934,858 and 1,841,949, respectively. | |||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisitions | |||||
Summary of the amounts assigned, based on their fair values, to the assets acquired and liabilities assumed in the business combinations | |||||
Inventories | $ | 3,159 | |||
Property and equipment | 36,651 | ||||
Goodwill | 3,062 | ||||
Other liabilities | (1,136 | ) | |||
Total purchase price | $ | 41,736 | |||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Accumulated Other Comprehensive Income | |||||||||||
Schedule of accumulated other comprehensive income | |||||||||||
Foreign | Equity interest | Accumulated | |||||||||
currency | in investee’s | other | |||||||||
translation | unrealized gain | comprehensive | |||||||||
adjustment | (loss) on | income | |||||||||
investments | |||||||||||
Balance at December 31, 2014 | $ | 385 | $ | 50 | $ | 435 | |||||
Foreign currency translation adjustment, net of tax of $(194) | (346 | ) | — | (346 | ) | ||||||
Equity interest in investee’s unrealized gain on investments | — | 45 | 45 | ||||||||
Other comprehensive income (loss), net of tax | (346 | ) | 45 | (301 | ) | ||||||
Balance at March 31, 2015 | $ | 39 | $ | 95 | $ | 134 | |||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions | ||||||||
Schedule of various amounts related to the HPT Leases and other lessors which are reflected in real estate rent expense in consolidated statements of income and comprehensive income | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Cash payments for rent under the HPT Leases | $ | 57,516 | $ | 55,146 | ||||
Change in accrued estimated percentage rent | (104 | ) | 618 | |||||
Adjustments to recognize expense on a straight line basis | (452 | ) | (341 | ) | ||||
Less sale-leaseback financing obligation amortization | (636 | ) | (589 | ) | ||||
Less portion of rent payments recognized as interest expense | (1,452 | ) | (1,470 | ) | ||||
Less deferred tenant improvements allowance amortization | (1,692 | ) | (1,692 | ) | ||||
Amortization of deferred gain on sale-leaseback transactions | (96 | ) | (96 | ) | ||||
Rent expense related to HPT Leases | 53,084 | 51,576 | ||||||
Rent paid to others (1) | 2,621 | 2,685 | ||||||
Adjustments to recognize expense on a straight line basis for other leases | (101 | ) | (57 | ) | ||||
Total real estate rent expense | $ | 55,604 | $ | 54,204 | ||||
-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. | |||||||
Schedule of various amounts related to the HPT Leases | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Current HPT Leases liabilities: | ||||||||
Accrued rent | $ | 19,473 | $ | 19,407 | ||||
Sale-leaseback financing obligation (1) | 2,619 | 2,547 | ||||||
Straight line rent accrual (2) | 2,539 | 2,529 | ||||||
Deferred gain on sale-leaseback transactions (3) | 385 | 385 | ||||||
Deferred tenant improvements allowance (4) | 6,769 | 6,769 | ||||||
Total Current HPT Leases liabilities | $ | 31,785 | $ | 31,637 | ||||
Noncurrent HPT Leases liabilities: | ||||||||
Deferred rent obligation (5) | $ | 150,000 | $ | 150,000 | ||||
Sale-leaseback financing obligation (1) | 82,374 | 82,591 | ||||||
Straight line rent accrual (2) | 49,595 | 50,234 | ||||||
Deferred gain on sale-leaseback transactions (3) | 2,636 | 2,732 | ||||||
Deferred tenant improvements allowance (4) | 45,685 | 47,377 | ||||||
Total Noncurrent HPT Leases liabilities | $ | 330,290 | $ | 332,934 | ||||
-1 | Sale-leaseback Financing Obligation. In 2007, when we entered the TA Lease, we recognized in our condensed consolidated balance sheets the leased assets at thirteen properties (eight as of March 31, 2015) previously owned by our predecessor that we now lease 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 condensed 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 condensed consolidated statements of income and comprehensive income. The amounts allocated to interest expense during the three months ended March 31, 2015 and 2014, were $1,452 and $1,470, respectively. | |||||||
-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 of the cost to remove the underground storage tanks that we would incur had we owned the underlying assets. 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. | |||||||
-3 | Deferred Gain on Sale-Leaseback Transactions. This deferred 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 condensed consolidated balance sheets, as well as from the sales to HPT of certain assets at the five properties we lease from HPT that we continue to sublease to franchisees. Prior to terminating the subleases of these five properties, the assets at these five properties had been reflected in our balance sheets in accordance with the accounting described in note (1) above. We amortize the deferred gain into real estate rent expense on a straight line basis over the remaining term of the leases. | |||||||
-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. | |||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventories | ||||||||
Schedule of inventories | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Nonfuel products | $ | 143,253 | $ | 146,370 | ||||
Fuel products | 28,886 | 26,380 | ||||||
Total inventories | $ | 172,139 | $ | 172,750 | ||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
item | |
Basis of presentation, business description and organization | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Senior Notes | |
Basis of presentation, business description and organization | |
Fair value of debt instrument | 239,408 |
8.25% Senior Notes due 2028 | |
Basis of presentation, business description and organization | |
Aggregate principal amount issued | 110,000 |
Interest rate (as a percent) | 8.25% |
8.00% Senior Notes due 2029 | |
Basis of presentation, business description and organization | |
Aggregate principal amount issued | 120,000 |
Interest rate (as a percent) | 8.00% |
Travel centers | |
Basis of presentation, business description and organization | |
Area of property | 25 |
Number of locations | 251 |
Number of states in which the entity operates | 43 |
Number of locations owned | 39 |
Number of sites under leases or management | 187 |
Number of properties operated under joint venture | 2 |
Travel centers | HPT | |
Basis of presentation, business description and organization | |
Number of sites under leases | 183 |
Travel centers | Franchised sites | |
Basis of presentation, business description and organization | |
Number of locations owned or leased | 25 |
Travel centers | Franchisee subleased sites | HPT | |
Basis of presentation, business description and organization | |
Number of locations | 5 |
Gasoline stations/convenience stores | |
Basis of presentation, business description and organization | |
Number of locations | 60 |
Number of states in which the entity operates | 6 |
Number of locations owned | 51 |
Number of sites under leases | 7 |
Number of properties operated under joint venture | 2 |
Gasoline stations/convenience stores | HPT | |
Basis of presentation, business description and organization | |
Number of sites under leases | 1 |
Travel Centers of America brand | Travel centers | |
Basis of presentation, business description and organization | |
Number of locations | 175 |
Petro Stopping Center brand | Travel centers | |
Basis of presentation, business description and organization | |
Number of locations | 76 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Computation of Basic and Diluted Earnings Per Share | ||
Net income, as reported | $15,729 | $197 |
Less: net income attributable to participating securities | 794 | 10 |
Net income available to common shareholders | $14,935 | $187 |
Weighted average common shares | 36,403,492 | 35,783,417 |
Basic and diluted net income per share | $0.41 | $0.01 |
Number of unvested participating shares | 1,934,858 | 1,841,949 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Acquisitions | ||
Acquisition costs | ($414) | ($610) |
Purchase price paid | 40,864 | 17,010 |
One travel centers, twenty-six gasoline stations/convenience stores | ||
Acquisitions | ||
Purchase price paid | 41,736 | |
Summary of the amounts assigned, based on their fair values, to the assets acquired and liabilities assumed in the business combinations | ||
Inventories | 3,159 | |
Property and equipment | 36,651 | |
Goodwill | 3,062 | |
Other liabilities | -1,136 | |
Total purchase price | 41,736 | |
One travel centers, twenty-six gasoline stations/convenience stores | Travel center | ||
Acquisitions | ||
Number of properties acquired | 1 | |
One travel centers, twenty-six gasoline stations/convenience stores | Gasoline stations/convenience stores | ||
Acquisitions | ||
Number of properties acquired | 26 | |
A parcel vacant of land and a travel center formerly leased | ||
Acquisitions | ||
Purchase price paid | 8,791 | |
One travel centers, fifty-two gasoline stations/convenience stores | ||
Acquisitions | ||
Purchase price per agreement | 103,800 | |
One travel centers, fifty-two gasoline stations/convenience stores | Travel center | ||
Acquisitions | ||
Number of property to be acquired under the agreement | 1 | |
One travel centers, fifty-two gasoline stations/convenience stores | Gasoline stations/convenience stores | ||
Acquisitions | ||
Number of property to be acquired under the agreement | 52 | |
Nineteen gasoline stations/convenience stores | Gasoline stations/convenience stores | Subsequent event | ||
Acquisitions | ||
Number of properties acquired | 19 | |
Purchase price paid | 27,000 | |
One travel center and two gasoline stations/convenience stores | Subsequent event | ||
Acquisitions | ||
Purchase price per agreement | $8,200 | |
One travel center and two gasoline stations/convenience stores | Travel center | Subsequent event | ||
Acquisitions | ||
Number of property to be acquired under the agreement | 1 | |
One travel center and two gasoline stations/convenience stores | Gasoline stations/convenience stores | Subsequent event | ||
Acquisitions | ||
Number of property to be acquired under the agreement | 2 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Other Comprehensive Income | ||
Balance at the beginning of the period | $435 | |
Foreign currency translation adjustment, net of tax of $(194) | -346 | -192 |
Equity interest in investee's unrealized gain on investments | 45 | 19 |
Other comprehensive income (loss), net of tax | -301 | -173 |
Balance at the end of the period | 134 | |
Foreign currency translation adjustment, taxes | -194 | -90 |
Foreign currency translation adjustment | ||
Accumulated Other Comprehensive Income | ||
Balance at the beginning of the period | 385 | |
Foreign currency translation adjustment, net of tax of $(194) | -346 | |
Other comprehensive income (loss), net of tax | -346 | |
Balance at the end of the period | 39 | |
Equity interest in investee's unrealized gain (loss) on investments | ||
Accumulated Other Comprehensive Income | ||
Balance at the beginning of the period | 50 | |
Equity interest in investee's unrealized gain on investments | 45 | |
Other comprehensive income (loss), net of tax | 45 | |
Balance at the end of the period | $95 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Sep. 30, 2010 | Dec. 31, 2007 |
item | property | |||||||
Summary of details amounts related to the HPT Leases and other leases that are reflected in real estate rent expense in condensed consolidated statements of income and comprehensive income | ||||||||
Less sale-leaseback financing obligation amortization | ($636) | ($589) | ||||||
Rent paid to others | 2,621 | 2,685 | ||||||
Adjustments to recognize expense on a straight line basis for other leases | -101 | -57 | ||||||
Total real estate rent expense | 55,604 | 54,204 | ||||||
Current HPT Leases liabilities: | ||||||||
Total Current HPT Leases liabilities | 31,785 | 31,637 | ||||||
Noncurrent HPT Leases liabilities: | ||||||||
Total Noncurrent HPT Lease liabilities | 330,290 | 332,934 | ||||||
Other related party transactions | ||||||||
Income (loss ) recognized related to equity investments | 791 | 254 | ||||||
Business management and shared services | RMR | ||||||||
Other related party transactions | ||||||||
Period before which written notice is required to be given for termination of business management agreement | 120 days | |||||||
HPT | ||||||||
Related Party Transactions | ||||||||
Number of common shares owned | 3,420,000 | |||||||
Percentage of outstanding common shares owned | 8.90% | |||||||
Number of leases | 2 | |||||||
Increase to annual rent payable | 1,715 | |||||||
Summary of details amounts related to the HPT Leases and other leases that are reflected in real estate rent expense in condensed consolidated statements of income and comprehensive income | ||||||||
Cash payments for rent under the HPT Leases | 57,516 | 55,146 | ||||||
Change in accrued estimated percentage rent | -104 | 618 | ||||||
Adjustments to recognize expense on a straight line basis | -452 | -341 | ||||||
Less sale-leaseback financing obligation amortization | -636 | -589 | ||||||
Less portion of rent payments recognized as interest expense | -1,452 | -1,470 | ||||||
Less deferred tenant improvements allowance amortization | -1,692 | -1,692 | ||||||
Amortization of deferred gain on sale-leaseback transactions | -96 | -96 | ||||||
Rent expense related to HPT Leases | 53,084 | 51,576 | ||||||
Current HPT Leases liabilities: | ||||||||
Accrued rent | 19,473 | 19,407 | ||||||
Sale-leaseback financing obligation | 2,619 | 2,547 | ||||||
Straight line rent accrual | 2,539 | 2,529 | ||||||
Deferred gain on sale-leaseback transactions | 385 | 385 | ||||||
Deferred tenant improvements allowance | 6,769 | 6,769 | ||||||
Total Current HPT Leases liabilities | 31,785 | 31,637 | ||||||
Noncurrent HPT Leases liabilities: | ||||||||
Deferred rent obligation | 150,000 | 150,000 | 150,000 | |||||
Sale-leaseback financing obligation | 82,374 | 82,591 | ||||||
Straight line rent accrual | 49,595 | 50,234 | ||||||
Deferred gain on sale-leaseback transactions | 2,636 | 2,732 | ||||||
Deferred tenant improvements allowance | 45,685 | 47,377 | ||||||
Total Noncurrent HPT Lease liabilities | 330,290 | 332,934 | ||||||
Annual percentage rent recognized as an expense | 1,193 | 893 | ||||||
Improvements sold | 20,181 | |||||||
Improvements included in property and equipment | 29,927 | |||||||
Increase to annual rent payable | 1,715 | |||||||
Other related party transactions | ||||||||
Number of real estate properties not qualifying for operating lease treatment | 5 | |||||||
Less portion of rent payments recognized as interest expense | -1,452 | -1,470 | ||||||
Number of installments in which deferred rent is payable | 2 | |||||||
HPT | Deferred rent obligation payable in December 2022 | ||||||||
Noncurrent HPT Leases liabilities: | ||||||||
Deferred rent obligation | 107,085 | |||||||
HPT | Deferred rent obligation payable in June 2024 | ||||||||
Noncurrent HPT Leases liabilities: | ||||||||
Deferred rent obligation | 42,915 | |||||||
HPT | TA Lease | ||||||||
Related Party Transactions | ||||||||
Number of properties under lease | 144 | |||||||
Other related party transactions | ||||||||
Number of real estate properties leased to be recognized | 8 | 13 | ||||||
Number of real estate properties not qualifying for operating lease treatment | 1 | |||||||
The term of scheduled rent increase from the initial lease term | 6 years | |||||||
Amount funded for leasehold improvements | 125,000 | |||||||
HPT | Petro Lease | ||||||||
Related Party Transactions | ||||||||
Number of properties under lease | 40 | |||||||
Percentage rent to be waived | 2,500 | |||||||
Percentage rent waived | 259 | 152 | ||||||
Cumulative percentage rent waived | 1,266 | |||||||
AIC | ||||||||
Other related party transactions | ||||||||
Equity method investments, carrying value | 6,945 | |||||||
Income (loss ) recognized related to equity investments | 72 | -97 | ||||||
PTP | ||||||||
Other related party transactions | ||||||||
Equity method investments, carrying value | 21,526 | |||||||
Income (loss ) recognized related to equity investments | 719 | 351 | ||||||
Management and accounting fee income recognized | 200 | 200 | ||||||
Net payable | 1,041 | |||||||
RMR | ||||||||
Other related party transactions | ||||||||
Aggregate fees | $3,495 | $2,893 | ||||||
RMR | Business management and shared services | ||||||||
Other related party transactions | ||||||||
Period before which written notice is required to be given for termination of business management agreement | 60 days | |||||||
Multiple in calculating termination fee | 2.875 | |||||||
Period over which base management fee is determined as basis to calculate termination fee | 24 months | |||||||
Business Management Agreement, Termination, Transition Period | 120 days |
Contingencies_and_Contingencie
Contingencies and Contingencies (Details) (Environmental Matters, USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Gross liability for environmental matters: | |
Total recorded liabilities | $5,312 |
Less-expected recoveries of future expenditures, included in other noncurrent assets | -1,501 |
Net estimated environmental costs to be funded by future operating cash flows | 3,811 |
Maximum | |
Commitments and contingencies | |
Insurance per incident for certain environmental liabilities not known at the time of issuance of policies | 10,000 |
Insurance for certain environmental liabilities not known at the time of issuance of policies | $40,000 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventories | ||
Nonfuel products | $143,253 | $146,370 |
Fuel products | 28,886 | 26,380 |
Total inventories | $172,139 | $172,750 |