Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 05, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | TRAVELCENTERS OF AMERICA LLC | |
Entity Central Index Key | 1,378,453 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,398,608 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 370,883 | $ 224,275 |
Accounts receivable (less allowance for doubtful accounts of $1,145 and $1,312 as of June 30, 2015, and December 31, 2014, respectively) | 126,666 | 96,478 |
Inventories | 180,255 | 172,750 |
Other current assets | 66,083 | 69,029 |
Total current assets | 743,887 | 562,532 |
Property and equipment, net | 732,938 | 765,828 |
Goodwill and intangible assets, net | 57,205 | 54,550 |
Other noncurrent assets | 43,376 | 42,264 |
Total assets | 1,577,406 | 1,425,174 |
Current liabilities: | ||
Accounts payable | 165,706 | 123,084 |
Current HPT Lease liabilities | 35,185 | 31,637 |
Other current liabilities | 147,812 | 112,417 |
Total current liabilities | 348,703 | 267,138 |
Long term debt | 230,000 | 230,000 |
Noncurrent HPT Lease liabilities | 374,108 | 332,934 |
Other noncurrent liabilities | 83,837 | 76,492 |
Total liabilities | 1,036,648 | 906,564 |
Shareholders’ equity: | ||
Common shares, no par value, 39,158,666 shares authorized as of June 30, 2015 and December 31, 2014, 38,488,136 shares issued and 38,398,608 shares outstanding as of June 30, 2015, and 38,425,886 shares issued and 38,336,358 shares outstanding as of December 31, 2014 | 682,448 | 679,482 |
Accumulated other comprehensive income | 116 | 435 |
Accumulated deficit | (140,878) | (160,379) |
Treasury shares, 89,528 shares as of June 30, 2015 and December 31, 2014 | (928) | (928) |
Total shareholders’ equity | 540,758 | 518,610 |
Total liabilities and shareholders’ equity | $ 1,577,406 | $ 1,425,174 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,145 | $ 1,312 |
Common shares, shares authorized (in shares) | 39,158,666 | 39,158,666 |
Common shares, shares issued (in shares) | 38,488,136 | 38,425,886 |
Common shares, shares outstanding (in shares) | 38,398,608 | 38,336,358 |
Treasury stock, shares (in shares) | 89,528 | 89,528 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Fuel | $ 1,125,086 | $ 1,658,172 | $ 2,128,253 | $ 3,247,818 |
Nonfuel | 454,630 | 414,854 | 856,140 | 789,520 |
Rent and royalties from franchisees | 3,167 | 3,083 | 6,191 | 6,080 |
Total revenues | 1,582,883 | 2,076,109 | 2,990,584 | 4,043,418 |
Cost of goods sold (excluding depreciation): | ||||
Fuel | 1,028,799 | 1,559,049 | 1,919,579 | 3,056,378 |
Nonfuel | 208,290 | 191,967 | 386,712 | 360,383 |
Total cost of goods sold | 1,237,089 | 1,751,016 | 2,306,291 | 3,416,761 |
Operating expenses: | ||||
Site level operating | 222,334 | 203,526 | 427,918 | 403,097 |
Selling, general and administrative | 30,062 | 25,100 | 57,678 | 51,896 |
Real estate rent | 53,308 | 53,731 | 108,912 | 107,935 |
Depreciation and amortization | 18,116 | 15,797 | 35,641 | 31,925 |
Total operating expenses | 323,820 | 298,154 | 630,149 | 594,853 |
Income from operations | 21,974 | 26,939 | 54,144 | 31,804 |
Acquisition costs | 1,127 | 149 | 1,541 | 759 |
Interest expense, net | 5,087 | 4,168 | 11,419 | 8,204 |
Loss on extinguishment of debt | 10,502 | 0 | 10,502 | 0 |
Income before income taxes and income from equity investees | 5,258 | 22,622 | 30,682 | 22,841 |
Provision for income taxes | 2,515 | 9,673 | 13,001 | 9,949 |
Income from equity investees | 1,029 | 685 | 1,820 | 939 |
Net income | 3,772 | 13,634 | 19,501 | 13,831 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment, net of taxes | 46 | 170 | (300) | (22) |
Equity interest in investee’s unrealized (loss) gain on investments | (64) | 21 | (19) | 40 |
Other comprehensive (loss) income | (18) | 191 | (319) | 18 |
Comprehensive income | $ 3,754 | $ 13,825 | $ 19,182 | $ 13,849 |
Net income per common share: | ||||
Basic and diluted (usd per share) | $ 0.10 | $ 0.36 | $ 0.51 | $ 0.37 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Foreign currency translation adjustment, taxes | $ (38) | $ 83 | $ (156) | $ (8) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 19,501 | $ 13,831 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Noncash rent expense | (11,634) | (4,565) |
Depreciation and amortization expense | 35,641 | 31,925 |
Deferred income tax provision | 86 | 4,032 |
Loss on extinguishment of debt | 10,502 | 0 |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||
Accounts receivable | (30,166) | (61,732) |
Inventories | (3,488) | 11,987 |
Other assets | 3,386 | 2,006 |
Accounts payable and other liabilities | 74,982 | 64,628 |
Other, net | 1,440 | 1,447 |
Net cash provided by operating activities | 100,250 | 63,559 |
Cash flows from investing activities: | ||
Proceeds from asset sales | 267,933 | 21,707 |
Capital expenditures | (103,291) | (60,608) |
Acquisitions of businesses, net of cash acquired | (72,644) | (3,202) |
Investment in equity investee | 0 | (825) |
Net cash provided by (used in) investing activities | 91,998 | (42,928) |
Cash flows from financing activities: | ||
Proceeds from sale leaseback transactions with HPT | 491 | 301 |
Sale leaseback financing obligation payments | (46,110) | (1,183) |
Other, net | 23 | (14) |
Net cash used in financing activities | (45,596) | (896) |
Effect of exchange rate changes on cash | (44) | 2 |
Net increase in cash and cash equivalents | 146,608 | 19,737 |
Cash and cash equivalents at the beginning of the period | 224,275 | 85,657 |
Cash and cash equivalents at the end of the period | 370,883 | 105,394 |
Supplemental disclosure of cash flow information: | ||
Interest paid (including rent classified as interest and net of capitalized interest) | 11,623 | 7,841 |
Income taxes paid (net of refunds) | $ 1,295 | $ 630 |
Basis of Presentation, Business
Basis of Presentation, Business Description and Organization | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Business Description and Organization | 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. 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. We also operate convenience stores with retail gasoline stations, primarily under the “Minit Mart” brand name, that generally serve motorists. Our gasoline stations/convenience stores typically offer customers gasoline as well as nonfuel products and services such as coffee, groceries and other convenience items, some fresh food offerings, and QSRs. Additionally, we collect rents, royalties and other fees from our travel center franchisees. At June 30, 2015 , our business included 252 travel centers in 43 states in the U.S. and the province of Ontario, Canada. Our travel centers included 176 operated under the TA brand and 76 operated under the Petro brand. Of our 252 travel centers at June 30, 2015 , we owned 33 , we leased 192 , including 190 that we leased from Hospitality Properties Trust, or HPT, we operated two for a joint venture in which we own a noncontrolling interest and our franchisees owned or leased 25 . Additionally, as of June 30, 2015 , we operated 79 gasoline stations/convenience stores in nine states, primarily Kentucky, Minnesota and Missouri. Of our 79 gasoline stations/convenience stores at June 30, 2015 , we owned 71 and we leased six , 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 a single travel center located in a foreign country, Canada, and the revenues and assets related to that travel center are not material. 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 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 to conform to 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 June 30, 2015 , was $238,312 . Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2015-3, 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 adoption 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 in our consolidated balance sheets. In May 2014, the FASB issued Accounting Standards Update 2014-9, 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, 2017, including interim periods therein. Early adoption is prohibited. We have not yet determined the effects, if any, the adoption of this update may have on our consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income, as reported $ 3,772 $ 13,634 $ 19,501 $ 13,831 Less: net income attributable to participating securities 189 666 983 677 Net income available to common shareholders 3,583 12,968 18,518 13,154 Weighted average common shares (1) 36,432,963 35,791,850 36,418,308 35,787,657 Basic and diluted net income per share $ 0.10 $ 0.36 $ 0.51 $ 0.37 (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 June 30, 2015 and 2014 , was 1,931,820 and 1,839,413 , respectively. The weighted average number of unvested shares outstanding for the six months ended June 30, 2015 and 2014 , was 1,933,330 and 1,840,674 , respectively. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During the six months ended June 30, 2015 , we acquired two travel centers and 45 gasoline stations/convenience stores 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 the dates we acquired them. The pro forma impact of including the results of operations of these acquisitions from the beginning of the periods presented is not material to our condensed consolidated financial statements. Additionally, we acquired one travel center property that we formerly managed for a third party for $5,314 and one vacant parcel of land for $3,477 , and we accounted for these transactions as asset purchases. 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. We expect that all of the goodwill acquired to date will be deductible for tax purposes. Inventories $ 4,060 Property and equipment 66,925 Goodwill 3,568 Other liabilities (1,909 ) Total purchase price $ 72,644 As of June 30, 2015 , we had entered agreements to acquire one travel center property and 105 gasoline stations/convenience store properties for an aggregate of $188,107 and since June 30, 2015 , we entered into agreements to acquire an additional 18 gasoline stations/convenience stores for an aggregate of $46,000 . The travel center and two of the gasoline stations/convenience stores were acquired in July 2015, for an aggregate of $7,707 . We expect to complete the remainder of these acquisitions in the second half of 2015, but these purchases are subject to conditions and may not occur, may be delayed or the terms may change. During the three months ended June 30, 2015 and 2014 , and six months ended June 30, 2015 and 2014 , we incurred acquisition related costs totaling $1,127 , $149 , $1,541 and $759 , respectively, for legal, due diligence and related activities associated with acquisitions considered or completed. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Accumulated other comprehensive income at June 30, 2015 , consisted of the following: Foreign currency translation adjustment Equity interest in investee’s unrealized gain on investments Accumulated other comprehensive income Balance at December 31, 2014 $ 385 $ 50 $ 435 Foreign currency translation adjustment, net of tax of $(156) (300 ) (300 ) Equity interest in investee’s unrealized loss on investments (19 ) (19 ) Other comprehensive loss, net of tax (300 ) (19 ) (319 ) Balance at June 30, 2015 $ 85 $ 31 $ 116 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have relationships and historical and continuing transactions with HPT, Reit Management & Research LLC, or RMR, and others related to them. 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 and our Current Reports on Form 8-K filed with the Securities Exchange Commission on June 5, 15, 22 and 25, 2015. Relationship with HPT As of June 30, 2015 , HPT owned 3,420,000 of our common shares, representing approximately 8.9% of outstanding common shares. HPT is our largest shareholder. On June 1, 2015 , we entered a transaction agreement, or the Transaction Agreement, with HPT, pursuant to which, among other things (i) we and HPT agreed to expand and subdivide the lease pursuant to which we then leased 144 properties from HPT, or the Prior TA Lease, into four amended and restated leases, or the New TA Leases, (ii) we agreed to sell to HPT, for an aggregate of $279,383 , 14 travel centers and certain assets we owned at 11 properties we lease from HPT and we agreed to lease back these properties from HPT under the New TA Leases, (iii) we agreed to purchase from HPT, for an aggregate of $45,042 , five travel centers that we then leased from HPT under the Prior TA Lease and (iv) we agreed to sell to HPT five travel centers upon the completion of their development at a purchase price equal to their development costs, including the cost of the land, which costs are estimated to be not more than $118,000 in the aggregate and we agreed to lease back these development properties from HPT under the New TA Leases. The terms of the Transaction Agreement were approved by special committees of our Independent Directors and HPT’s independent trustees, none of whom are directors or trustees of the other company. Each special committee was represented by separate counsel. In June 2015 , we completed the following transactions pursuant to the Transaction Agreement: • We entered into four New TA Leases with HPT, or New Lease 1, New Lease 2, New Lease 3 and New Lease 4. Each New TA Lease grants us two renewal options of 15 years each. Percentage rent, which totaled $2,902 in 2014 under the Prior TA Lease, was incorporated into the minimum annual rent under the New TA Leases, and 2015 is the percentage rent base year for the New TA Leases. Beginning in 2016, percentage rent will be 3.0% of the excess of gross nonfuel revenues for any particular year over the percentage rent base year amount. Our deferred rent obligation of $107,084 , which was due December 31, 2022 , was extended under the New TA Leases to the end of the initial term of each New TA Lease. The table below includes summarized information for each of the New TA Leases as of June 30, 2015 . Number of Sites Initial Term End December 31, Minimum Annual Rent as of June 30, 2015 Deferred Rent New TA Lease 1 39 2029 $ 47,849 $ 27,421 New TA Lease 2 37 2028 43,192 29,106 New TA Lease 3 38 2026 48,919 29,324 New TA Lease 4 37 2030 42,760 21,233 151 $ 182,720 $ 107,084 • We sold to HPT, for $227,877 , 12 travel centers we owned and certain assets we owned at 10 properties we lease from HPT. We leased back these properties from HPT under the New TA Leases. Our minimum annual rent increased by $15,724 as a result of the completion of our sale and lease back of these properties. These sales generated an aggregate gain of $113,054 , which was deferred and will be amortized as a reduction of our rent expense over the terms of the New TA Leases. • We purchased from HPT, for $45,042 , five travel centers that we previously leased from HPT and subleased to franchisees. The lease of these properties had been accounted for as a financing, with the related assets recognized in our consolidated balance sheets, and the purchase prices paid for the properties exceeded the unamortized balance of the sale leaseback financing obligation, resulting in our recognition of a loss on extinguishment of debt of $10,502 . Our minimum annual rent payment decreased by $3,841 as a result of the completion of our purchase of these properties. • We and HPT entered into an amendment to our Petro Lease, pursuant to which we lease 40 Petro travel centers from HPT. Among other things, this amendment eliminated percentage rent payable on fuel, which in 2014 was nominal, and was not paid to HPT because HPT previously had waived payment of the first $2,500 of percentage rent due under the Petro Lease. Pursuant to the Transaction Agreement, we elected to postpone beyond June 30, 2015 , but not later than December 31, 2015 , the sale to HPT, for $51,506 , of two other travel centers and the assets at one other property we lease from HPT. As of June 30, 2015 , we leased from HPT a total of 151 properties under the New TA Leases and 40 properties under the Petro Lease, which we collectively refer to as the HPT Leases. Pro Forma Impact The following unaudited pro forma information includes adjustments related to the amendment to our leases with HPT, the purchase of assets and our sale and lease back of assets as of June 30, 2015 , in connection with our Transaction Agreement with HPT. The pro forma adjustments assume that these transactions occurred on January 1, 2015 . Three Months Ended Six Months Ended Net Income $ 9,962 $ 25,713 Basic and diluted earnings per share $ 0.27 $ 0.68 The historical consolidated financial information has been adjusted in the pro forma information to give effect to pro forma events that are: (1) directly attributable to the transactions that occurred in June 2015 pursuant to the Transaction Agreement; (2) factually supportable; and (3) expected to have a continuing impact on the combined results. The $10,502 loss on extinguishment of debt noted above is not reflected in the pro forma information above because it is non-recurring. 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cash payments for rent under the HPT Leases $ 58,857 $ 55,603 $ 116,373 $ 110,749 Change in accrued estimated percentage rent (293 ) (21 ) (397 ) 597 Adjustments to recognize expense on a straight line basis (4,791 ) (559 ) (5,243 ) (900 ) Less sale leaseback financing obligation amortization (432 ) (594 ) (1,068 ) (1,183 ) Less portion of rent payments recognized as interest expense (968 ) (1,471 ) (2,420 ) (2,941 ) Less deferred tenant improvements allowance amortization (1,442 ) (1,692 ) (3,134 ) (3,384 ) Amortization of deferred gain on sale leaseback transactions (722 ) (96 ) (818 ) (192 ) Rent expense related to HPT Leases 50,209 51,170 103,293 102,746 Rent paid to others (1) 2,372 2,629 4,993 5,315 Adjustments to recognize expense on a straight line basis for other leases 727 (68 ) 626 (126 ) Total real estate rent expense $ 53,308 $ 53,731 $ 108,912 $ 107,935 (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. June 30, December 31, Current HPT Leases liabilities: Accrued rent $ 20,422 $ 19,407 Sale leaseback financing obligation (1) 649 2,547 Straight line rent accrual (2) 2,458 2,529 Deferred gain (3) 7,886 385 Deferred tenant improvements allowance (4) 3,770 6,769 Total Current HPT Lease liabilities $ 35,185 $ 31,637 Noncurrent HPT Leases liabilities: Deferred rent obligation (5) $ 150,000 $ 150,000 Sale leaseback financing obligation (1) 20,023 82,591 Straight line rent accrual (2) 48,820 50,234 Deferred gain (3) 108,023 2,732 Deferred tenant improvements allowance (4) 47,242 47,377 Total Noncurrent HPT Lease liabilities $ 374,108 $ 332,934 (1) Sale leaseback Financing Obligation. Prior to the New TA Leases, the assets related to nine travel centers leased from HPT were reflected in our consolidated balance sheets, as was a related financing obligation. This accounting was required primarily because, at the time of the inception of the Prior TA Lease, more than a minor portion of these nine travel centers was subleased to third parties. The assets were depreciated on a straight line basis in the normal course under GAAP, and a portion of the rental payments made to HPT was allocated to amortize the related financing obligation. As part of the June 2015 transactions with HPT, we purchased five of the nine travel centers. That purchase was accounted for under GAAP as an extinguishment of the related financing obligation and resulted in a loss on extinguishment of debt of $10,502 because the price we paid to HPT to purchase the five properties was $10,502 in excess of the then remaining related financing obligation. Also, because the New TA Leases were accounted for under GAAP as new leases and two of the remaining four properties qualified for operating lease treatment, the remaining net assets and financing obligation related to these two properties was eliminated, resulting in a gain of $2,938 which was deferred and will be recognized over the terms of the New TA Leases as a reduction of rent expense. (2) Straight Line Rent Accrual. The Prior TA Lease began in 2007, and principally in periods from 2007 to 2012, minimum annual rents due included stated increases, resulting in a portion of the straight line rent accrual previously reflected in our consolidated balance sheets. The New TA Leases, which began in 2015 , are new leases under GAAP and contain no stated increase in minimum annual rent. As a result, the related prior straight line rent accrual continues to be amortized on a straight line basis over the terms of the HPT Leases as a reduction to real estate rent expense. The straight line rent accrual also includes our obligation for the estimated cost of removal of underground storage tanks at properties leased from HPT at the end of the related lease. We recognize these obligations on a straight line basis over the term of the related leases as additional rent expense. (3) Deferred Gain . The deferred gain primarily includes $113,054 of gains from the sale of assets to HPT under the New TA Leases prior to June 30, 2015 . We amortize the deferred gains on a straight line basis over the terms of the related leases as a reduction of rent expense. (4) Deferred Tenant Improvements Allowance. HPT funded certain capital projects at the properties we lease under the HPT Leases without an increase in rent payable by us. In connection with HPT's initial commitment, we recognized a liability for the rent deemed to be related to this deferred tenant improvements allowance. We amortize the deferred tenant improvements allowance on a straight line basis over the terms of the HPT Leases 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. This deferred rent obligation was allocated among the New TA Leases and the due date of the deferred rent obligation was extended to the end of the initial terms of the respective New TA Leases as noted above. HPT waived $289 and $117 of percentage rent under our Petro Lease for the three months ended June 30, 2015 and 2014 , respectively, and $548 and $269 for the six months ended June 30, 2015 and 2014 , respectively. As of June 30, 2015 , HPT has cumulatively waived $1,554 of the $2,500 of percentage rent it previously agreed to waive. The total amount of percentage rent (which is net of the waived amount) that we incurred during the three and six months ended June 30, 2015 and 2014 , was $806 , $1,999 , $729 and $1,622 , respectively. During the six months ended June 30, 2015 and 2014 , pursuant to the terms of the HPT Leases, we sold to HPT $40,416 and $21,923 , respectively, of improvements we made to properties leased from HPT. As a result, our minimum annual rent payable to HPT increased by approximately $3,435 and $1,863 , respectively. At June 30, 2015 , our property and equipment balance included $30,627 of improvements of the type that we typically request that HPT purchase for an increase in minimum annual rent; 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 $3,391 and $3,148 for the three months ended June 30, 2015 and 2014 , respectively, and $6,621 and $6,002 for the six months ended June 30, 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 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 do not 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 termination or nonrenewal. If we terminate for cause, as defined, no termination fee is payable. 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 June 30, 2015 , our investment in Affiliates Insurance Company, or AIC, an Indiana insurance company, had a carrying value of $6,904 , which amount is included in other assets in our condensed consolidated balance sheets. We recognized income of $23 and $104 related to our investment in AIC for the three months ended June 30, 2015 and 2014 , respectively, and $95 and $7 for the six months ended June 30, 2015 and 2014 , respectively. Our other comprehensive income includes unrealized (losses) gains on securities held for sale which are owned by AIC of $(64) and $21 for the three months ended June 30, 2015 and 2014 , respectively, and $(19) and $40 for the six months ended June 30, 2015 and 2014 , respectively. In June 2015, we and the other shareholders of AIC renewed our participation in an insurance program arranged by AIC. In connection with that renewal, we purchased a three year combined property insurance policy providing $500,000 of coverage annually with the premium to be paid annually and a one year combined policy providing terrorism coverage of $200,000 for our properties which policies were arranged by AIC. We paid aggregate annual premiums, including taxes and fees, of approximately $2,424 in connection with these policies for the policy year ending June 30, 2016 , and this amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. Relationship with PTP As of June 30, 2015 , our investment in Petro Travel Plaza Holdings LLC, or PTP, had a carrying value of $22,532 , which amount is included in other assets in our condensed consolidated balance sheets. During each of the three months ended June 30, 2015 and 2014 , we recognized management and accounting fee income of $200 . At June 30, 2015 , we had a net payable to PTP of $558 . We recognized income of $1,006 and $581 during the three months ended June 30, 2015 and 2014 , respectively, and $1,725 and $932 for the six months ended June 30, 2015 and 2014 , respectively, as our share of PTP’s net income. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 we 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 June 30, 2015 , we had a gross accrued liability of $4,953 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $1,240 , resulting in an estimated net amount of $3,713 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 $25,000 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. We cannot 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 | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: June 30, December 31, Nonfuel products $ 147,592 $ 146,370 Fuel products 32,663 26,380 Total inventories $ 180,255 $ 172,750 |
Basis of Presentation, Busine14
Basis of Presentation, Business Description and Organization (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Segment Reporting | 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 a single travel center located in a foreign country, Canada, and the revenues and assets related to that travel center are not material. |
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 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 to conform to the current year presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2015-3, 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 adoption 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 in our consolidated balance sheets. In May 2014, the FASB issued Accounting Standards Update 2014-9, 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, 2017, including interim periods therein. Early adoption is prohibited. We have not yet determined the effects, if any, the adoption of this update may have on our consolidated financial statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation from net income to net income available to common shareholders and related earnings per share | 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income, as reported $ 3,772 $ 13,634 $ 19,501 $ 13,831 Less: net income attributable to participating securities 189 666 983 677 Net income available to common shareholders 3,583 12,968 18,518 13,154 Weighted average common shares (1) 36,432,963 35,791,850 36,418,308 35,787,657 Basic and diluted net income per share $ 0.10 $ 0.36 $ 0.51 $ 0.37 (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 June 30, 2015 and 2014 , was 1,931,820 and 1,839,413 , respectively. The weighted average number of unvested shares outstanding for the six months ended June 30, 2015 and 2014 , was 1,933,330 and 1,840,674 , respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of amounts assigned to assets acquired and liabilities assumed | 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. We expect that all of the goodwill acquired to date will be deductible for tax purposes. Inventories $ 4,060 Property and equipment 66,925 Goodwill 3,568 Other liabilities (1,909 ) Total purchase price $ 72,644 |
Accumulated Other Comprehensi17
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of accumulated other comprehensive income | Accumulated other comprehensive income at June 30, 2015 , consisted of the following: Foreign currency translation adjustment Equity interest in investee’s unrealized gain on investments Accumulated other comprehensive income Balance at December 31, 2014 $ 385 $ 50 $ 435 Foreign currency translation adjustment, net of tax of $(156) (300 ) (300 ) Equity interest in investee’s unrealized loss on investments (19 ) (19 ) Other comprehensive loss, net of tax (300 ) (19 ) (319 ) Balance at June 30, 2015 $ 85 $ 31 $ 116 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Summarized information for each of the New TA Leases | The table below includes summarized information for each of the New TA Leases as of June 30, 2015 . Number of Sites Initial Term End December 31, Minimum Annual Rent as of June 30, 2015 Deferred Rent New TA Lease 1 39 2029 $ 47,849 $ 27,421 New TA Lease 2 37 2028 43,192 29,106 New TA Lease 3 38 2026 48,919 29,324 New TA Lease 4 37 2030 42,760 21,233 151 $ 182,720 $ 107,084 |
Schedule of pro forma adjustments | The following unaudited pro forma information includes adjustments related to the amendment to our leases with HPT, the purchase of assets and our sale and lease back of assets as of June 30, 2015 , in connection with our Transaction Agreement with HPT. The pro forma adjustments assume that these transactions occurred on January 1, 2015 . Three Months Ended Six Months Ended Net Income $ 9,962 $ 25,713 Basic and diluted earnings per share $ 0.27 $ 0.68 |
Summary of various amounts reflected in real estate rent expense | 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cash payments for rent under the HPT Leases $ 58,857 $ 55,603 $ 116,373 $ 110,749 Change in accrued estimated percentage rent (293 ) (21 ) (397 ) 597 Adjustments to recognize expense on a straight line basis (4,791 ) (559 ) (5,243 ) (900 ) Less sale leaseback financing obligation amortization (432 ) (594 ) (1,068 ) (1,183 ) Less portion of rent payments recognized as interest expense (968 ) (1,471 ) (2,420 ) (2,941 ) Less deferred tenant improvements allowance amortization (1,442 ) (1,692 ) (3,134 ) (3,384 ) Amortization of deferred gain on sale leaseback transactions (722 ) (96 ) (818 ) (192 ) Rent expense related to HPT Leases 50,209 51,170 103,293 102,746 Rent paid to others (1) 2,372 2,629 4,993 5,315 Adjustments to recognize expense on a straight line basis for other leases 727 (68 ) 626 (126 ) Total real estate rent expense $ 53,308 $ 53,731 $ 108,912 $ 107,935 (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. |
Summary of various amounts included in condensed consolidated balance sheets | The following table summarizes the various amounts related to the HPT Leases that are included in our condensed consolidated balance sheets. June 30, December 31, Current HPT Leases liabilities: Accrued rent $ 20,422 $ 19,407 Sale leaseback financing obligation (1) 649 2,547 Straight line rent accrual (2) 2,458 2,529 Deferred gain (3) 7,886 385 Deferred tenant improvements allowance (4) 3,770 6,769 Total Current HPT Lease liabilities $ 35,185 $ 31,637 Noncurrent HPT Leases liabilities: Deferred rent obligation (5) $ 150,000 $ 150,000 Sale leaseback financing obligation (1) 20,023 82,591 Straight line rent accrual (2) 48,820 50,234 Deferred gain (3) 108,023 2,732 Deferred tenant improvements allowance (4) 47,242 47,377 Total Noncurrent HPT Lease liabilities $ 374,108 $ 332,934 (1) Sale leaseback Financing Obligation. Prior to the New TA Leases, the assets related to nine travel centers leased from HPT were reflected in our consolidated balance sheets, as was a related financing obligation. This accounting was required primarily because, at the time of the inception of the Prior TA Lease, more than a minor portion of these nine travel centers was subleased to third parties. The assets were depreciated on a straight line basis in the normal course under GAAP, and a portion of the rental payments made to HPT was allocated to amortize the related financing obligation. As part of the June 2015 transactions with HPT, we purchased five of the nine travel centers. That purchase was accounted for under GAAP as an extinguishment of the related financing obligation and resulted in a loss on extinguishment of debt of $10,502 because the price we paid to HPT to purchase the five properties was $10,502 in excess of the then remaining related financing obligation. Also, because the New TA Leases were accounted for under GAAP as new leases and two of the remaining four properties qualified for operating lease treatment, the remaining net assets and financing obligation related to these two properties was eliminated, resulting in a gain of $2,938 which was deferred and will be recognized over the terms of the New TA Leases as a reduction of rent expense. (2) Straight Line Rent Accrual. The Prior TA Lease began in 2007, and principally in periods from 2007 to 2012, minimum annual rents due included stated increases, resulting in a portion of the straight line rent accrual previously reflected in our consolidated balance sheets. The New TA Leases, which began in 2015 , are new leases under GAAP and contain no stated increase in minimum annual rent. As a result, the related prior straight line rent accrual continues to be amortized on a straight line basis over the terms of the HPT Leases as a reduction to real estate rent expense. The straight line rent accrual also includes our obligation for the estimated cost of removal of underground storage tanks at properties leased from HPT at the end of the related lease. We recognize these obligations on a straight line basis over the term of the related leases as additional rent expense. (3) Deferred Gain . The deferred gain primarily includes $113,054 of gains from the sale of assets to HPT under the New TA Leases prior to June 30, 2015 . We amortize the deferred gains on a straight line basis over the terms of the related leases as a reduction of rent expense. (4) Deferred Tenant Improvements Allowance. HPT funded certain capital projects at the properties we lease under the HPT Leases without an increase in rent payable by us. In connection with HPT's initial commitment, we recognized a liability for the rent deemed to be related to this deferred tenant improvements allowance. We amortize the deferred tenant improvements allowance on a straight line basis over the terms of the HPT Leases 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. This deferred rent obligation was allocated among the New TA Leases and the due date of the deferred rent obligation was extended to the end of the initial terms of the respective New TA Leases as noted above. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: June 30, December 31, Nonfuel products $ 147,592 $ 146,370 Fuel products 32,663 26,380 Total inventories $ 180,255 $ 172,750 |
Basis of Presentation, Busine20
Basis of Presentation, Business Description and Organization - Business Description (Details) - Jun. 30, 2015 | agasoline_station_convenience_storetravel_centerstatesegment |
Real Estate Properties [Line Items] | |
Number of operating segments | segment | 1 |
Number of reportable segments | segment | 1 |
Travel centers | |
Real Estate Properties [Line Items] | |
Area of land | a | 25 |
Number of properties | 252 |
Number of states | state | 43 |
Number of sites owned | 33 |
Number of sites leased or managed | 192 |
Travel centers | Franchised sites | |
Real Estate Properties [Line Items] | |
Number of properties | 25 |
Travel centers | Principal landlord and largest shareholder | HPT | |
Real Estate Properties [Line Items] | |
Number of sites leased | 190 |
Travel centers | Joint venture | |
Real Estate Properties [Line Items] | |
Number of properties | 2 |
Travel centers | TA brand | |
Real Estate Properties [Line Items] | |
Number of properties | 176 |
Travel centers | Petro brand | |
Real Estate Properties [Line Items] | |
Number of properties | 76 |
Gasoline stations/convenience stores | |
Real Estate Properties [Line Items] | |
Number of properties | gasoline_station_convenience_store | 79 |
Number of states | state | 9 |
Number of sites owned | gasoline_station_convenience_store | 71 |
Number of sites leased | gasoline_station_convenience_store | 6 |
Gasoline stations/convenience stores | Principal landlord and largest shareholder | HPT | |
Real Estate Properties [Line Items] | |
Number of sites leased | gasoline_station_convenience_store | 1 |
Gasoline stations/convenience stores | Joint venture | |
Real Estate Properties [Line Items] | |
Number of properties | gasoline_station_convenience_store | 2 |
Basis of Presentation, Busine21
Basis of Presentation, Business Description and Organization - Fair Value Measurement (Details) - Jun. 30, 2015 - Senior Notes - USD ($) | Total |
Level 1 input | |
Debt Instrument [Line Items] | |
Fair value of debt instrument | $ 238,312,000 |
8.25% Senior Notes due 2028 | |
Debt Instrument [Line Items] | |
Aggregate principal amount issued | $ 110,000,000 |
Interest rate (as a percent) | 8.25% |
8.00% Senior Notes due 2029 | |
Debt Instrument [Line Items] | |
Aggregate principal amount issued | $ 120,000,000 |
Interest rate (as a percent) | 8.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income, as reported | $ 3,772 | $ 13,634 | $ 19,501 | $ 13,831 |
Less: net income attributable to participating securities | 189 | 666 | 983 | 677 |
Net income available to common shareholders | $ 3,583 | $ 12,968 | $ 18,518 | $ 13,154 |
Weighted average common shares (in shares) | 36,432,963 | 35,791,850 | 36,418,308 | 35,787,657 |
Basic and diluted net income per share (usd per share) | $ 0.10 | $ 0.36 | $ 0.51 | $ 0.37 |
Weighted average number of unvested shares outstanding (in shares) | 1,931,820 | 1,839,413 | 1,933,330 | 1,840,674 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2015USD ($)travel_center | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($)gasoline_station_convenience_storetravel_center | Jun. 30, 2015USD ($)parcel_of_landgasoline_station_convenience_storetravel_center | Jun. 30, 2014USD ($) | |
Acquisitions | ||||||
Acquisition related costs | $ 1,127 | $ 149 | $ 1,541 | $ 759 | ||
Forecast | ||||||
Acquisitions | ||||||
Aggregate purchase price of acquisition | $ 188,107 | |||||
Subsequent event | ||||||
Acquisitions | ||||||
Purchase price paid | $ 7,707 | |||||
Travel center property | ||||||
Acquisitions | ||||||
Payment to acquire property | $ 5,314 | |||||
Vacant parcel of land | ||||||
Acquisitions | ||||||
Number of asset additions | parcel_of_land | 1 | |||||
Payment to acquire land | $ 3,477 | |||||
Travel centers | ||||||
Acquisitions | ||||||
Number of properties acquired | travel_center | 2 | |||||
Travel centers | Subsequent event | ||||||
Acquisitions | ||||||
Number of properties acquired | travel_center | 1 | |||||
Travel centers | Travel center property | ||||||
Acquisitions | ||||||
Number of asset additions | travel_center | 1 | |||||
Gasoline stations/convenience stores | ||||||
Acquisitions | ||||||
Number of properties acquired | gasoline_station_convenience_store | 45 | |||||
Gasoline stations/convenience stores | Forecast | ||||||
Acquisitions | ||||||
Number of properties acquired | travel_center | 105 | |||||
Gasoline stations/convenience stores | Subsequent event | ||||||
Acquisitions | ||||||
Number of properties acquired | travel_center | 2 | |||||
Gasoline stations/convenience stores | Subsequent event | Forecast | ||||||
Acquisitions | ||||||
Number of properties acquired | gasoline_station_convenience_store | 18 | |||||
Aggregate purchase price of acquisition | $ 46,000 |
Acquisitions - Summary of Amoun
Acquisitions - Summary of Amounts Assigned to Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Business Combinations [Abstract] | |
Inventories | $ 4,060 |
Property and equipment | 66,925 |
Goodwill | 3,568 |
Other liabilities | (1,909) |
Total purchase price | $ 72,644 |
Accumulated Other Comprehensi25
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 518,610 | |||
Other comprehensive loss, net of tax | $ (18) | $ 191 | (319) | $ 18 |
Balance at end of period | 540,758 | 540,758 | ||
Foreign currency translation adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 385 | |||
Other comprehensive loss, net of tax, before reclassification adjustments | (300) | |||
Other comprehensive loss, net of tax | (300) | |||
Balance at end of period | 85 | 85 | ||
Foreign currency translation adjustment, tax | (156) | |||
Equity interest in investee’s unrealized gain on investments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 50 | |||
Other comprehensive loss, net of tax, before reclassification adjustments | (19) | |||
Other comprehensive loss, net of tax | (19) | |||
Balance at end of period | 31 | 31 | ||
Accumulated other comprehensive income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 435 | |||
Other comprehensive loss, net of tax | (319) | |||
Balance at end of period | $ 116 | 116 | ||
Foreign currency translation adjustment, tax | $ (156) |
Related Party Transactions - Re
Related Party Transactions - Relationship with HPT (Details) $ in Thousands | Jan. 01, 2016 | Jun. 30, 2015USD ($)propertytravel_centershares | Jun. 30, 2015USD ($)propertytravel_centershares | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($)propertytravel_center | Jun. 30, 2015USD ($)propertytravel_centershares | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($)propertytravel_center | Dec. 31, 2014USD ($)shares | Jun. 30, 2017USD ($)travel_center | Jun. 01, 2015leaserenewal_option | May. 31, 2015property |
Related Party Transaction [Line Items] | ||||||||||||
Common shares, shares outstanding (in shares) | shares | 38,398,608 | 38,398,608 | 38,398,608 | 38,336,358 | ||||||||
Loss on extinguishment of debt | $ 10,502 | $ 0 | $ 10,502 | $ 0 | ||||||||
Proceeds from asset sales | $ 267,933 | 21,707 | ||||||||||
Forecast | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Aggregate purchase price of acquisition | $ 188,107 | |||||||||||
Travel centers | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of properties acquired | travel_center | 2 | |||||||||||
Principal landlord and largest shareholder | HPT | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common shares, shares outstanding (in shares) | shares | 3,420,000 | 3,420,000 | 3,420,000 | |||||||||
Percentage of outstanding common shares owned | 8.90% | 8.90% | 8.90% | |||||||||
Aggregate selling price of properties sold | $ 227,877 | |||||||||||
Number of properties with certain assets owned | property | 10 | |||||||||||
Increase (decrease) in minimum annual rent | $ 3,435 | 1,863 | ||||||||||
Principal landlord and largest shareholder | HPT | Improvements | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from asset sales | 40,416 | 21,923 | ||||||||||
Improvements included in property and equipment | $ 30,627 | $ 30,627 | $ 30,627 | |||||||||
Principal landlord and largest shareholder | HPT | Forecast | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Aggregate selling price of properties sold | $ 51,506 | $ 279,383 | ||||||||||
Number of properties with certain assets owned | property | 1 | |||||||||||
Principal landlord and largest shareholder | HPT | Travel centers | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of sites subject to lease | travel_center | 190 | 190 | 190 | |||||||||
Number of properties sold | travel_center | 12 | |||||||||||
Aggregate purchase price of acquisition | $ 45,042 | |||||||||||
Number of properties acquired | travel_center | 5 | |||||||||||
Increase (decrease) in minimum annual rent | $ (3,841) | |||||||||||
Loss on extinguishment of debt | $ 10,502 | |||||||||||
Principal landlord and largest shareholder | HPT | Travel centers | Forecast | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of properties sold | travel_center | 2 | 14 | 5 | |||||||||
Number of properties with certain assets owned | property | 11 | |||||||||||
Estimated development costs, including cost of land | $ 118,000 | |||||||||||
Principal landlord and largest shareholder | HPT | Prior TA Lease | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of sites subject to lease | property | 144 | |||||||||||
Percentage rent incurred | $ 2,902 | |||||||||||
Principal landlord and largest shareholder | HPT | New TA Leases | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of sites subject to lease | property | 151 | 151 | 151 | |||||||||
Number of leases | lease | 4 | |||||||||||
Number of renewal options | renewal_option | 2 | |||||||||||
Renewal term (in years) | 15 years | |||||||||||
Deferred rent | $ 107,084 | $ 107,084 | $ 107,084 | |||||||||
Increase (decrease) in minimum annual rent | 15,724 | |||||||||||
Deferred gain from sale of assets | 113,054 | 113,054 | 113,054 | |||||||||
Principal landlord and largest shareholder | HPT | New TA Leases | Forecast | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage rent, percentage of excess nonfuel revenues over percentage rent base year | 3.00% | |||||||||||
Principal landlord and largest shareholder | HPT | Petro Lease | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage rent waived upon agreement | 2,500 | 2,500 | 2,500 | |||||||||
Percentage rent incurred | 806 | 729 | 1,999 | 1,622 | ||||||||
Percentage rent waived | 289 | $ 117 | 548 | $ 269 | ||||||||
Percentage rent waived, cumulative | $ 1,554 | $ 1,554 | $ 1,554 | |||||||||
Principal landlord and largest shareholder | HPT | Petro Lease | Travel centers | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of sites subject to lease | travel_center | 40 | 40 | 40 |
Related Party Transactions - Su
Related Party Transactions - Summarized Information for Each of the New TA Leases (Details) - Jun. 30, 2015 - Principal landlord and largest shareholder - HPT $ in Thousands | USD ($)property |
New TA Leases | |
Related Party Transaction [Line Items] | |
Number of Sites | property | 151 |
Minimum Annual Rent | $ 182,720 |
Deferred Rent | $ 107,084 |
New TA Lease 1 | |
Related Party Transaction [Line Items] | |
Number of Sites | property | 39 |
Minimum Annual Rent | $ 47,849 |
Deferred Rent | $ 27,421 |
New TA Lease 2 | |
Related Party Transaction [Line Items] | |
Number of Sites | property | 37 |
Minimum Annual Rent | $ 43,192 |
Deferred Rent | $ 29,106 |
New TA Lease 3 | |
Related Party Transaction [Line Items] | |
Number of Sites | property | 38 |
Minimum Annual Rent | $ 48,919 |
Deferred Rent | $ 29,324 |
New TA Lease 4 | |
Related Party Transaction [Line Items] | |
Number of Sites | property | 37 |
Minimum Annual Rent | $ 42,760 |
Deferred Rent | $ 21,233 |
Related Party Transactions - Pr
Related Party Transactions - Pro Forma Impact (Details) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total | Total |
Related Party Transactions [Abstract] | ||
Net Income | $ 9,962 | $ 25,713 |
Basic earnings per share (usd per share) | $ 0.27 | $ 0.68 |
Diluted earnings per share (usd per share) | $ 0.27 | $ 0.68 |
Related Party Transactions - 29
Related Party Transactions - Summary of Various Amounts Reflected in Real Estate Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Real estate rent | $ 53,308 | $ 53,731 | $ 108,912 | $ 107,935 |
HPT's landlords and other landlords | ||||
Related Party Transaction [Line Items] | ||||
Cash payments for rent | 2,372 | 2,629 | 4,993 | 5,315 |
Adjustments to recognize expense on a straight line basis | 727 | (68) | 626 | (126) |
Principal landlord and largest shareholder | HPT | ||||
Related Party Transaction [Line Items] | ||||
Cash payments for rent | 58,857 | 55,603 | 116,373 | 110,749 |
Change in accrued estimated percentage rent | (293) | (21) | (397) | 597 |
Adjustments to recognize expense on a straight line basis | (4,791) | (559) | (5,243) | (900) |
Less sale leaseback financing obligation amortization | (432) | (594) | (1,068) | (1,183) |
Less portion of rent payments recognized as interest expense | (968) | (1,471) | (2,420) | (2,941) |
Less deferred tenant improvements allowance amortization | (1,442) | (1,692) | (3,134) | (3,384) |
Amortization of deferred gain on sale leaseback transactions | (722) | (96) | (818) | (192) |
Real estate rent | $ 50,209 | $ 51,170 | $ 103,293 | $ 102,746 |
Related Party Transactions - 30
Related Party Transactions - Summary of Various Amounts Included in Condensed Consolidated Balance Sheets (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015USD ($)propertytravel_center | Jun. 30, 2015USD ($)propertytravel_center | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)propertytravel_center | Jun. 30, 2014USD ($) | May. 31, 2015propertytravel_center | Dec. 31, 2014USD ($) | Dec. 31, 2010USD ($) | |
Current HPT Leases liabilities: | ||||||||
Total Current HPT Lease liabilities | $ 35,185 | $ 35,185 | $ 35,185 | $ 31,637 | ||||
Noncurrent HPT Leases liabilities: | ||||||||
Total Noncurrent HPT Lease liabilities | 374,108 | 374,108 | 374,108 | 332,934 | ||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Loss on extinguishment of debt | 10,502 | $ 0 | $ 10,502 | $ 0 | ||||
Travel centers | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of properties acquired | travel_center | 2 | |||||||
Principal landlord and largest shareholder | HPT | ||||||||
Current HPT Leases liabilities: | ||||||||
Accrued rent | 20,422 | 20,422 | $ 20,422 | 19,407 | ||||
Sale leaseback financing obligation | 649 | 649 | 649 | 2,547 | ||||
Straight line rent accrual | 2,458 | 2,458 | 2,458 | 2,529 | ||||
Deferred gain | 7,886 | 7,886 | 7,886 | 385 | ||||
Deferred tenant improvements allowance | 3,770 | 3,770 | 3,770 | 6,769 | ||||
Total Current HPT Lease liabilities | 35,185 | 35,185 | 35,185 | 31,637 | ||||
Noncurrent HPT Leases liabilities: | ||||||||
Deferred rent obligation | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||
Sale leaseback financing obligation | 20,023 | 20,023 | 20,023 | 82,591 | ||||
Straight line rent accrual | 48,820 | 48,820 | 48,820 | 50,234 | ||||
Deferred gain | 108,023 | 108,023 | 108,023 | 2,732 | ||||
Deferred tenant improvements allowance | 47,242 | 47,242 | 47,242 | 47,377 | ||||
Total Noncurrent HPT Lease liabilities | 374,108 | 374,108 | 374,108 | 332,934 | ||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Deferred rent obligation | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||
Principal landlord and largest shareholder | HPT | Travel centers | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of properties acquired | travel_center | 5 | |||||||
Loss on extinguishment of debt | $ 10,502 | |||||||
Number of sites subject to lease | travel_center | 190 | 190 | 190 | |||||
Aggregate deferred gain | $ 2,938 | $ 2,938 | $ 2,938 | |||||
Principal landlord and largest shareholder | HPT | Prior TA Lease | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of sites subject to lease | property | 144 | |||||||
Principal landlord and largest shareholder | HPT | Prior TA Lease | Travel center property | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of sites reflected on consolidated balance sheets | travel_center | 9 | |||||||
Principal landlord and largest shareholder | HPT | New TA Leases | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of sites subject to lease | property | 151 | 151 | 151 | |||||
Deferred gains from sale of assets | $ 113,054 | $ 113,054 | $ 113,054 | |||||
Principal landlord and largest shareholder | HPT | New TA Leases | Travel centers | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of sites leased | travel_center | 2 | 2 | 2 | |||||
Number of sites subject to operating or capital lease | travel_center | 4 | 4 | 4 | |||||
Principal landlord and largest shareholder | HPT | Petro Lease | Travel centers | ||||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||||||||
Number of sites subject to lease | travel_center | 40 | 40 | 40 |
Related Party Transactions - 31
Related Party Transactions - Relationship with RMR (Details) $ in Thousands | Mar. 12, 2015 | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
RMR | Amended and restated business management agreement | |||||
Related Party Transaction [Line Items] | |||||
Period before which written notice is required to be given (in days) | 120 days | ||||
Period of transition services (in days) | 120 days | ||||
Affiliated Entity | RMR | Amended and restated business management agreement | |||||
Related Party Transaction [Line Items] | |||||
Period before which written notice is required to be given (in days) | 60 days | ||||
Multiple in calculating termination fee | 2.875 | ||||
Period over which base management fee is determined as basis to calculate termination fee (in months) | 24 months | ||||
Affiliated Entity | RMR | Selling, general and administrative expenses | |||||
Related Party Transaction [Line Items] | |||||
Aggregate property management fees | $ 3,391 | $ 3,148 | $ 6,621 | $ 6,002 |
Related Party Transactions - 32
Related Party Transactions - Relationship with AIC (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||
Income related to investment | $ 1,029,000 | $ 685,000 | $ 1,820,000 | $ 939,000 | |
Other comprehensive loss | (64,000) | 21,000 | (19,000) | 40,000 | |
AIC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of investment | $ 6,904,000 | 6,904,000 | 6,904,000 | ||
Income related to investment | 23,000 | 104,000 | 95,000 | 7,000 | |
Other comprehensive loss | $ (64,000) | $ 21,000 | $ (19,000) | $ 40,000 | |
Term of property insurance policy (in years) | 3 years | ||||
Annual property insurance coverage | $ 500,000,000 | ||||
Term of terrorism insurance policy (in years) | 1 year | ||||
Annual terrorism insurance coverage | $ 200,000,000 | ||||
Aggregate annual premiums paid | $ 2,424,000 |
Related Party Transactions - 33
Related Party Transactions - Relationship with PTP (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Income related to investment | $ 1,029 | $ 685 | $ 1,820 | $ 939 |
PTP | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Carrying value of investment | 22,532 | 22,532 | ||
Management and accounting fee income | 200 | 200 | ||
Net payable | 558 | 558 | ||
Income related to investment | $ 1,006 | $ 581 | $ 1,725 | $ 932 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Jun. 30, 2015 - Environmental Matters - USD ($) | Total |
Commitments and contingencies | |
Gross accrued liability | $ 4,953,000 |
Receivable for expected recoveries of estimated future expenditures | 1,240,000 |
Net accrued liability | 3,713,000 |
Environmental insurance coverage per incident | 10,000,000 |
Aggregate environmental insurance coverage | $ 25,000,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Total inventories | $ 180,255 | $ 172,750 |
Nonfuel products | ||
Inventory [Line Items] | ||
Total inventories | 147,592 | 146,370 |
Fuel products | ||
Inventory [Line Items] | ||
Total inventories | $ 32,663 | $ 26,380 |