Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | TRAVELCENTERS OF AMERICA LLC | ||
Entity Central Index Key | 1,378,453 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 476.9 | ||
Entity Common Stock, Shares Outstanding | 38,798,664 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 172,087 | $ 224,275 |
Accounts receivable (less allowance for doubtful accounts of $850 and $1,312 as of December 31, 2015, and December 31, 2014, respectively) | 91,580 | 96,478 |
Inventory | 183,492 | 172,750 |
Other current assets | 48,181 | 46,672 |
Total current assets | 495,340 | 540,175 |
Property and equipment, net | 989,606 | 765,828 |
Goodwill and intangible assets, net | 105,977 | 54,550 |
Other noncurrent assets | 44,171 | 42,264 |
Total assets | 1,635,094 | 1,402,817 |
Current liabilities: | ||
Accounts payable | 125,079 | 123,084 |
Current HPT Leases liabilities | 37,030 | 31,637 |
Other current liabilities | 133,513 | 112,417 |
Total current liabilities | 295,622 | 267,138 |
Long term debt | 330,000 | 230,000 |
Noncurrent HPT Leases liabilities | 385,498 | 332,934 |
Other noncurrent liabilities | 74,655 | 54,135 |
Total liabilities | 1,085,775 | 884,207 |
Shareholders' equity: | ||
Common shares, no par value, 39,069 and 39,159 shares authorized at December 31, 2015 and 2014, respectively, 38,808 shares issued and outstanding as of December 31, 2015, and 38,426 shares issued and 38,336 shares outstanding at December 31, 2014 | 682,219 | 679,482 |
Accumulated other comprehensive (loss) income | (240) | 435 |
Accumulated deficit | (132,660) | (160,379) |
Treasury shares, 90 shares as of December 31, 2014 | 0 | (928) |
Total shareholders' equity | 549,319 | 518,610 |
Total liabilities and shareholders' equity | $ 1,635,094 | $ 1,402,817 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 850 | $ 1,312 |
Common shares, shares authorized | 39,069 | 39,159 |
Common shares, shares issued | 38,808 | 38,426 |
Common shares, shares outstanding | 38,808 | 38,336 |
Treasury stock, shares | 0 | 90 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Fuel | $ 4,055,448 | $ 6,149,449 | $ 6,481,252 |
Nonfuel | 1,782,761 | 1,616,802 | 1,450,792 |
Rent and royalties from franchisees | 12,424 | 12,382 | 12,687 |
Total revenues | 5,850,633 | 7,778,633 | 7,944,731 |
Cost of goods sold (excluding depreciation): | |||
Fuel | 3,640,954 | 5,720,949 | 6,139,080 |
Nonfuel | 819,995 | 738,871 | 652,824 |
Total cost of goods sold | 4,460,949 | 6,459,820 | 6,791,904 |
Operating expenses: | |||
Site level operating | 885,646 | 815,611 | 755,942 |
Selling, general and administrative | 121,767 | 106,823 | 107,447 |
Real estate rent | 231,591 | 217,155 | 209,320 |
Depreciation and amortization | 72,383 | 65,584 | 58,928 |
Total operating expenses | 1,311,387 | 1,205,173 | 1,131,637 |
Income from operations | 78,297 | 113,640 | 21,190 |
Acquisition costs | 5,048 | 1,160 | 2,523 |
Interest expense, net | 22,545 | 16,712 | 16,336 |
Income from equity investees | 4,056 | 3,224 | 2,674 |
Loss on extinguishment of debt | 10,502 | 0 | 0 |
Income before income taxes | 44,258 | 98,992 | 5,005 |
(Provision) benefit for income taxes | (16,539) | (38,023) | 26,618 |
Net income | 27,719 | 60,969 | 31,623 |
Other comprehensive loss, net of tax: | |||
Foreign currency loss, net of taxes of $355, $198 and $133, respectively | (655) | (400) | (415) |
Equity interest in investee's unrealized (loss) gain on investments | (20) | 1 | (50) |
Other comprehensive loss | (675) | (399) | (465) |
Comprehensive income | $ 27,044 | $ 60,570 | $ 31,158 |
Net income per common share: | |||
Basic and diluted (in usd per share) | $ 0.72 | $ 1.62 | $ 1.06 |
Consolidated Statements of Inc5
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Foreign currency translation adjustment, taxes | $ (355) | $ (198) | $ (133) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 27,719 | $ 60,969 | $ 31,623 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Noncash rent expense | (15,170) | (8,982) | (8,828) |
Depreciation and amortization expense | 72,383 | 65,584 | 58,928 |
Deferred income tax provision (benefit) | 7,367 | 13,790 | (29,386) |
Loss on extinguishment of debt | 10,502 | 0 | 0 |
Changes in operating assets and liabilities, net of effects of business acquisitions: | |||
Accounts receivable | 5,076 | 8,838 | 2,138 |
Inventory | 5,140 | 27,594 | (2,411) |
Other assets | (1,546) | 2,414 | 8,309 |
Accounts payable and other liabilities | 18,023 | (12,010) | 9,543 |
Other, net | 7,394 | 2,928 | 1,597 |
Net cash provided by operating activities | 136,888 | 161,125 | 71,513 |
Cash flows from investing activities: | |||
Proceeds from asset sales | 378,250 | 64,927 | 78,181 |
Capital expenditures | (295,437) | (169,825) | (164,242) |
Acquisitions of businesses, net of cash acquired | (320,290) | (28,695) | (109,978) |
Investment in equity investee | 0 | (825) | 0 |
Net cash used in investing activities | (237,477) | (134,418) | (196,039) |
Cash flows from financing activities: | |||
Proceeds from Senior Notes issuance | 100,000 | 120,000 | 110,000 |
Proceeds from issuance of common shares, net of offering costs | 0 | (14) | 65,102 |
Payment of deferred financing fees | (4,506) | (6,135) | (4,750) |
Proceeds from sale leaseback transactions with HPT | 1,190 | 1,398 | 6,319 |
Sale leaseback financing obligation payments | (46,347) | (2,380) | (1,644) |
Acquisition of treasury shares from employees | (1,842) | (928) | 0 |
Net cash provided by financing activities | 48,495 | 111,941 | 175,027 |
Effect of exchange rate changes on cash | (94) | (30) | (33) |
Net (decrease) increase in cash and cash equivalents | (52,188) | 138,618 | 50,468 |
Cash and cash equivalents at the beginning of the year | 224,275 | 85,657 | 35,189 |
Cash and cash equivalents at the end of the year | 172,087 | 224,275 | 85,657 |
Supplemental disclosure of cash flow information: | |||
Interest paid (including rent classified as interest and net of capitalized interest) | 21,204 | 16,055 | 15,226 |
Income taxes paid, net of refunds | $ 1,984 | $ 1,527 | $ 750 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Shares |
Beginning balance (in shares) at Dec. 31, 2012 | 29,536 | ||||
Beginning balance at Dec. 31, 2012 | $ 353,434 | $ 605,106 | $ 1,299 | $ (252,971) | |
Increase (Decrease) in Stockholders' Equity | |||||
Grants under share award plan and share based compensation, net (in shares) | 614 | ||||
Grants under share award plan and share based compensation, net | 4,183 | $ 4,183 | |||
Common shares issued in public offering, net of offering costs (in shares) | 7,475 | ||||
Common shares issued in public offering, net of offering costs | 65,102 | $ 65,102 | |||
Other comprehensive loss, net of tax | (465) | (465) | |||
Net income | 31,623 | 31,623 | |||
Ending balance (in shares) at Dec. 31, 2013 | 37,625 | ||||
Ending balance at Dec. 31, 2013 | 453,877 | $ 674,391 | 834 | (221,348) | $ 0 |
Increase (Decrease) in Stockholders' Equity | |||||
Grants under share award plan and share based compensation, net (in shares) | 711 | ||||
Grants under share award plan and share based compensation, net | 4,177 | $ 5,105 | (928) | ||
Offering costs | (14) | $ (14) | |||
Other comprehensive loss, net of tax | (399) | (399) | |||
Net income | $ 60,969 | 60,969 | |||
Ending balance (in shares) at Dec. 31, 2014 | 38,336 | 38,336 | |||
Ending balance at Dec. 31, 2014 | $ 518,610 | $ 679,482 | 435 | (160,379) | (928) |
Increase (Decrease) in Stockholders' Equity | |||||
Grants under share award plan and share based compensation, net (in shares) | 472 | ||||
Grants under share award plan and share based compensation, net | 895 | $ 2,737 | (1,842) | ||
Retirement of treasury shares | 2,770 | 2,770 | |||
Other comprehensive loss, net of tax | (675) | (675) | |||
Net income | $ 27,719 | 27,719 | |||
Ending balance (in shares) at Dec. 31, 2015 | 38,808 | 38,808 | |||
Ending balance at Dec. 31, 2015 | $ 549,319 | $ 682,219 | $ (240) | $ (132,660) | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies General Information and Basis of Presentation TravelCenters of America LLC, which we refer to as the Company or we, us and our, is a Delaware limited liability company. We operate and franchise 456 travel center and convenience store locations. Our customers include trucking fleets and their drivers, independent truck drivers and highway and local motorists. We offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, more than 39 different brands of quick service restaurants, or QSRs, travel/convenience stores and various driver amenities. We also collect rents, royalties and other fees from our tenants, franchisees and dealers. We manage our business on the basis of two reportable segments: travel centers and convenience stores. See Note 15 for more information about our segments. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations. As of December 31, 2015 , our business included 252 travel centers in 43 states in the United States, or U.S., primarily along the U.S. interstate highway system, and the province of Ontario, Canada. Our travel centers included 176 operated under the "TravelCenters of America" and "TA" brand names, or the TA brand, including 161 that we operated and 15 that franchisees operated, including five we lease to franchisees, and 76 operated under the "Petro Stopping Centers" and "Petro" brand names, or the Petro brand, including 62 that we operated and 14 that franchisees operated. Of our 252 travel centers at December 31, 2015 , we owned 32 , we leased 194 , including 192 that we leased from Hospitality Properties Trust, or HPT, we operated two for a joint venture and our franchisees owned or leased from others 24 . Substantially all of our travel centers include a convenience store, at least one restaurant, a truck service/repair facility and fueling lanes for trucks and passenger vehicles. We report this portion of our business as our travel center segment. As of December 31, 2015 , our business also included 204 convenience stores not located on a travel center property in 11 , primarily Midwestern, states of the U.S. We operate our convenience stores primarily under the "Minit Mart" brand name, or the Minit Mart brand. Of these 204 convenience stores at December 31, 2015 , we owned 173 and we leased or managed 29 , including one that we leased from HPT, and we operated two for a joint venture in which we own a noncontrolling interest. Additionally, we collect rent from one dealer who operates a convenience store we own. We report this portion of our business as our convenience store segment. Our consolidated financial statements include the accounts of TravelCenters of America LLC and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities when we have the ability to significantly influence, but not control, the investee's operating and financial policies, typically when we own 20% to 50% of the investee's voting stock. See Note 11 for more information about our equity investments. The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant Accounting Policies Revenue Recognition. We recognize revenue and the related costs at the time of final sale to consumers at our company operated locations for retail fuel and nonfuel sales. We record the estimated cost of loyalty program redemptions by customers of our loyalty program points as a discount against gross revenue in determining net revenue presented in our consolidated statements of income and comprehensive income. For those travel centers that we lease to a franchisee, we recognize rent revenue based on the amount of rent payment due for each period. These leases specify rent increases each year based on inflation rates for the respective periods or capital improvements we make at the travel center. Since the rent increases related to these factors are contingent upon future events, we recognize the related rent revenue after such events have occurred. We collect and recognize franchise royalty revenues monthly as earned. We determine royalty revenues generally as a percentage of the franchisees' revenues. We recognize initial franchise fee revenues when the franchisee opens for business under our brand name, which is when we have fulfilled our initial obligations under the related agreements. Accounts Receivable and Allowance for Doubtful Accounts. We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition and actual write off history. We charge off account balances against the allowance when we believe it is probable the receivable will not be collected. Inventory. We state our inventory at the lower of cost or market value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary. Property and Equipment. We record property and equipment as a result of business combinations based on their fair market values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 15 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 10 years We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. Amortization expense related to assets recorded in connection with the sale leaseback financing obligation pertaining to certain travel centers we lease from HPT is included in depreciation and amortization expense over the shorter of the estimated useful lives of the assets or the lease term. Goodwill and Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net assets is recognized as goodwill. We expense as incurred the costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives or that are inherent in a continuing business and related to the Company as a whole. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. See Note 5 for more information about our goodwill and intangible assets. Impairment. We review definite lived assets for indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived or indefinite lived asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including projected operating results, rental payments and the discount rate used to measure the present value of projected future cash flows. We recognize impairment charges in the period during which the circumstances surrounding an asset to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset is made. We perform our impairment analysis for substantially all of our property and equipment at the individual location level because that is the lowest level of asset groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities. We evaluate goodwill and indefinite lived intangible assets for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable using either a quantitative or qualitative analysis. We evaluate goodwill for impairment as of July 31 at the reporting unit level, which is equivalent to our reportable segments. We subject goodwill and intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or intangible asset exceeds the fair market value of the asset. With respect to goodwill, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of impairment to be recognized, if any. Goodwill impairment testing for 2015 was performed using a quantitative analysis under which the fair value of our goodwill was estimated using a discounted cash flow model, also known as an income approach, and a market approach. The discounted cash flow model considers forecasted cash flows discounted at an estimated weighted average cost of capital. The forecasted cash flows were based on our long-term operating plan and a terminal value was used to estimate the cash flows beyond the period covered by the operating plan. The weighted average cost of capital used was an estimate of the overall after tax rate of return required by equity and debt market holders of a business enterprise. The market approach considered comparable publicly traded guideline companies' business values. For each comparable publicly traded guideline company value indicators, or pricing multiples, were considered to estimate the value of our business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows of the respective reportable segment. During 2015, we did not record any impairment charges related to our indefinite lived intangible assets and goodwill. Share Based Employee Compensation. The awards made under our share award plan to date have been restricted shares. Shares issued to directors vest immediately. Shares issued to others vest in five to ten equal annual installments beginning on the date of grant. Compensation expense related to share grants is determined based on the market value of our shares on either the date of grant for employees or the vesting date for nonemployees, as appropriate, with the aggregate value of the granted shares amortized to expense over the related vesting period. We include share based compensation expense in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs is reasonably determinable. We include remediation expenses within site level operating expense in our consolidated statements of income and comprehensive income. Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities. Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for self insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities. Asset Retirement Obligations. We recognize the future costs for our obligations related to the removal of our underground storage tanks and certain improvements we own at leased properties over the estimated useful lives of each asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an asset is installed. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. Our asset retirement obligations at December 31, 2015 and 2014 , were $7,602 and $2,392 , respectively. The asset retirement obligations balance at December 31, 2015 increased compared to 2014 primarily due to the asset retirement obligations assumed with the acquisitions that occurred in 2015. See Note 3 for more information about our acquisitions. Leasing Transactions. Leasing transactions are a material part of our business. We have five leases with HPT, four of which we refer to as our New TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the HPT Leases. See Note 12 for more information about our accounting for the HPT Leases. We charge rent under operating leases without scheduled rent increases to expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis. The rent payments resulting from our sales to HPT of improvements to the properties we lease from HPT are contingent rent. Other than at the travel centers where our leases are accounted for as sale leaseback financing obligations, we recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to HPT. Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax bases and financial statement bases of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of income tax expense. See Note 10 for more information about our income taxes. Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation, including reclassifications associated with the early adoption of ASU 2015-17 related to classification of deferred tax liabilities and assets. See below for the impact on our consolidated balance sheet. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or 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, 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. In April 2015, the 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. In August 2015, the FASB clarified the previous Accounting Standards Update and issued Accounting Standards Update 2015-15, Presentations and Subsequent Measurement of Debt Issuance Costs Associated With Lines of Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcements on June 18, 2015 EITF Meeting , which addresses the presentation of debt issuance costs related to line of credit arrangements. These updates are effective for interim and annual reporting periods beginning after December 15, 2015, and requires retrospective application. The adoption of this update will cause reclassification of debt issuance costs from assets to a reduction of liabilities in our consolidated balance sheets. Debt issuance costs related to line of credit arrangements will remain classified as assets in accordance with Accounting Standards Update 2015-15. At December 31, 2015 , our capitalized unamortized debt issuance costs totaled $14,442 . In November 2015, the FASB issued Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes , which requires deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet. The update is effective for interim and annual reporting periods beginning after December 15, 2016, and may be applied either prospectively or retrospectively. Early adoption of the standard is permitted, and we adopted this standard during the current reporting period and applied it to all periods presented. Adoption of this standard resulted in presenting current and prior period deferred tax assets and liabilities as noncurrent and net of one another on the balance sheet. Current deferred tax assets totaling $22,357 for 2014 were reclassified to noncurrent and presented net with noncurrent deferred tax liabilities. In January 2016, the FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which was implemented to improve the recognition and measurement of financial instruments. The update is effective for interim and annual periods beginning after December 15, 2017, and early adoption is not permitted, with the exception of specific early application guidance. We anticipate that the adoption of this standard will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases , which establishes a comprehensive lease standard under GAAP for virtually all industries. The new standard requires lessees to recognize a right of use asset and a lease liability for virtually all of their leases, other than leases that meet the definition of short term leases and will apply for annual periods beginning after December 15, 2018, including interim periods therein. Early adoption is permitted. We have not yet determined the effects the adoption of this update may have on us; however, we believe this adoption will have a material impact on our consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We calculate basic earnings per common share by dividing net income available to common shareholders for the period by the weighted average number of common shares outstanding during the period. The net income attributable to participating securities is deducted from our total net income to determine the net income attributable to common shareholders. We calculate diluted earnings per common share by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive share securities, using the treasury stock method; but we had no dilutive share securities outstanding as of December 31, 2015 , nor at any time during the three year period then ended. 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 net income available to common shareholders and the related earnings per share. Year Ended December 31, 2015 2014 2013 Net income, as reported $ 27,719 $ 60,969 $ 31,623 Less: net income attributable to participating securities 1,386 2,986 1,957 Net income available to common shareholders $ 26,333 $ 57,983 $ 29,666 Weighted average common shares (1) 36,485 35,856 28,082 Basic and diluted net income per common share $ 0.72 $ 1.62 $ 1.06 (1) Excludes the 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 shareholders. The weighted average number of unvested shares outstanding for the years ended December 31, 2015 , 2014 and 2013 , was 1,920 , 1,846 and 1,853 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During the year ended December 31, 2015 , we acquired three travel centers and 170 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 date of acquisition. The following table summarizes the amounts we recorded for the assets we acquired and liabilities we assumed based on their fair values in the business combinations described above, along with resulting goodwill. Substantially all of the goodwill acquired during 2015 will be deductible for tax purposes. Travel Centers Convenience Stores Total Inventory $ 683 $ 15,296 $ 15,979 Property and equipment 7,815 251,956 259,771 Goodwill and intangibles 1,295 51,430 52,725 Other liabilities (455 ) (7,730 ) (8,185 ) Total aggregate purchase price $ 9,338 $ 310,952 $ 320,290 We have included the results of these acquired travel centers and convenience stores in our consolidated financial statements from the dates of acquisition. Total revenues attributable to these acquisitions included within our consolidated revenues for the year ended December 31, 2015 , were $237,148 . The pro forma impact of each of these acquisitions is individually insignificant to our consolidated financial statements but these acquisitions are significant in the aggregate. The following pro forma consolidated revenue amounts reflect our revenues as if the acquisitions occurred on January 1, 2014. Unaudited Year Ended December 31, 2015 Year Ended December 31, 2014 Total revenues $ 6,299,036 $ 8,321,178 It is not practical to estimate the pro forma effect of these acquisitions on our consolidated net income because audited or unaudited financial statements prepared in conformity with GAAP were not available from each of the acquisition targets. In addition, the sellers' historical levels of selling, general and administrative expenses, depreciation and amortization expense, interest income and expense and provision (benefit) for income taxes were not significant factors in our acquisition underwriting process. During the year ended December 31, 2014 , we acquired four travel centers for a total of $28,695 and we accounted for these transactions as business combinations. During the year ended December 31, 2013 , we acquired, for an aggregate purchase price of $46,160 , nine travel centers and the business of one of our franchisees at a travel center that this franchisee previously subleased from us, and we accounted for these transactions as business combinations, except that one of the acquired travel centers was closed at the time we acquired it and was accounted for as an asset acquisition, as required by GAAP. On December 16, 2013, we acquired all of the issued and outstanding membership units of Girkin Development, LLC, a Kentucky limited liability company that then owned a total of 31 convenience stores in Kentucky and Tennessee, operating under the proprietary Minit Mart brand, for an aggregate purchase price of approximately $65,356 . As of December 31, 2015 , we had entered agreements to acquire 24 convenience stores for an aggregate purchase price of $32,788 and 53 restaurants, 41 of which are operated by franchisees, for an aggregate of $25,000 and since December 31, 2015, we entered into agreements to acquire an additional 16 convenience stores for an aggregate purchase price of $23,250 . Seven of these convenience stores were acquired in January and February 2016 for an aggregate purchase price of $13,860 . We expect to complete the remaining acquisitions in the first half of 2016, but these purchases are subject to conditions, and in the case at the 53 restaurants the outcome of a bankruptcy auction process, and may not occur, may be delayed or the terms may change. Acquisition related transaction costs, such as legal fees, due diligence costs and closing costs, are not included as a component of consideration transferred in business combinations but instead are expensed as incurred. During 2015 , 2014 and 2013 , we incurred acquisition related costs totaling $5,048 , $1,160 and $2,523 , respectively, for legal, due diligence and related activities associated with acquisitions considered or completed. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, at cost, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 Land and improvements $ 280,550 $ 243,499 Buildings and improvements 287,276 220,013 Machinery, equipment and furniture 327,853 298,232 Leasehold improvements 216,177 221,027 Construction in progress 207,489 101,416 1,319,345 1,084,187 Less: accumulated depreciation and amortization 329,739 318,359 Property and equipment, net $ 989,606 $ 765,828 Total depreciation expense for the years ended December 31, 2015 , 2014 and 2013 , was $70,042 , $63,880 and $57,456 , respectively. The following table shows the amounts of property and equipment owned by HPT but recognized in our consolidated balance sheets and included within the balances of property and equipment shown in the table above, as a result of the required accounting for the assets funded by HPT under the tenant improvements allowance and for the assets that we lease from HPT that did not qualify for sale leaseback accounting. December 31, 2015 2014 Land and improvements $ 14,053 $ 61,809 Buildings and improvements 6,586 27,812 Machinery, equipment and furniture 3,216 6,155 Leasehold improvements 114,989 115,089 138,844 210,865 Less: accumulated depreciation and amortization 71,357 75,063 Property and equipment, net $ 67,487 $ 135,802 In June 2015, we entered a transaction agreement with HPT, pursuant to which, among other things, we purchased from HPT five travel centers that we then leased from HPT, which resulted in a decrease in the property and equipment, net, owned by HPT but recognized in our consolidated balance sheets. See Note 12 for more information about our relationship with HPT and the Transaction Agreement. At December 31, 2015 , our property and equipment balance included $43,986 of improvement assets of the type that we typically request that HPT purchase for an increase in rent; however, HPT is not obligated to purchase these improvements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets, net, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 Cost Accumulated Amortization Net Amortizable intangible assets: Agreements with franchisees $ 15,913 $ (8,907 ) $ 7,006 Leasehold interests 5,837 (2,259 ) 3,578 Agreements with franchisors 2,836 (1,003 ) 1,833 Other 5,362 (3,277 ) 2,085 Total amortizable intangible assets 29,948 (15,446 ) 14,502 Carrying value of trademarks (indefinite lived) 11,707 — 11,707 Total intangible assets 41,655 (15,446 ) 26,209 Goodwill 79,768 — 79,768 Total goodwill and intangible assets $ 121,423 $ (15,446 ) $ 105,977 December 31, 2014 Cost Accumulated Amortization Net Amortizable intangible assets: Agreements with franchisees $ 16,189 $ (8,041 ) $ 8,148 Leasehold interests 2,267 (2,158 ) 109 Agreements with franchisors 2,836 (520 ) 2,316 Other 3,200 (3,200 ) — Total amortizable intangible assets 24,492 (13,919 ) 10,573 Carrying value of trademarks (indefinite lived) 11,706 — 11,706 Total intangible assets 36,198 (13,919 ) 22,279 Goodwill 32,271 — 32,271 Total goodwill and intangible assets $ 68,469 $ (13,919 ) $ 54,550 Total amortization expense for amortizable intangible assets for the years ended December 31, 2015 , 2014 and 2013 was $1,703 , $1,491 and $1,325 , respectively. We amortize our amortizable intangible assets over a weighted average period of 11 years. The aggregate amortization expense for our amortizable intangible assets for each of the next five years is: Total 2016 $ 1,884 2017 1,799 2018 1,707 2019 1,627 2020 1,461 Goodwill. During 2015 and 2014 , we recognized $47,497 and $7,331 , respectively, of goodwill in connection with our business combinations. Our goodwill balance included $63,647 that is deductible for tax purposes. Goodwill by reportable segment was as follows: December 31, 2015 2014 Travel Centers $ 17,287 $ 16,150 Convenience Stores 62,481 16,121 Total goodwill $ 79,768 $ 32,271 The estimates of the value of our goodwill acquired during 2015 were based upon our estimates and assumptions about the fair values of the identifiable assets and assumed liabilities we acquired and are subject to change if we obtain additional information during the respective measurement period (up to one year from the acquisition date). |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 Taxes payable, other than income taxes $ 43,457 $ 38,554 Accrued capital expenditures 22,739 9,645 Self insurance program accruals, current portion 16,374 17,439 Accrued wages and benefits 15,587 13,472 Loyalty program accruals 13,383 14,560 Other 21,973 18,747 Total other current liabilities $ 133,513 $ 112,417 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long Term Debt Long term debt, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 2028 8.25% Senior Notes $ 110,000 $ 110,000 2029 8.00% Senior Notes 120,000 120,000 2030 8.00% Senior Notes 100,000 — Credit Facility — — Total long term debt $ 330,000 $ 230,000 Senior Notes On October 5, 2015, we issued in an underwritten public offering $100,000 aggregate principal amount of our 8.00% Senior Notes due on October 15, 2030 , or the 2030 8.00% Senior Notes. Our net proceeds from this issuance were $95,494 after underwriters’ discount and commission and other costs of the offering. The 2030 8.00% Senior Notes bear interest at 8.00% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2016, and the 2030 8.00% Senior Notes will mature (unless previously redeemed) on October 15, 2030, and no principal payments are required prior to that date. We may, at our option, at any time on or after October 15, 2018 , redeem some or all of the 2030 8.00% Senior Notes by paying 100% of the principal amount to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date. In December 2014, we issued in an underwritten public offering $120,000 aggregate principal amount of our 8.00% Senior Notes due on December 15, 2029, or the 2029 8.00% Senior Notes. Our net proceeds from this issuance were approximately $114,448 after underwriters’ discount and commission and other costs of the offering. The 2029 8.00% Senior Notes bear interest at 8.00% per annum, payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year. The 2029 8.00% Senior Notes will mature (unless previously redeemed) on December 15, 2029, and no principal payments are required prior to that date. We may, at our option, at any time on or after December 15, 2017, redeem some or all of the 2029 8.00% Senior Notes by paying 100% of the principal amount of the 2029 8.00% Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date. In January 2013, we issued in an underwritten public offering $110,000 aggregate principal amount of our 8.25% Senior Notes due on January 15, 2028, or the 2028 8.25% Senior Notes. Our net proceeds from this issuance were approximately $105,250 after underwriters’ discount and commission and other costs of the offering. The 2028 8.25% Senior Notes bear interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. The 2028 8.25% Senior Notes will mature (unless previously redeemed) on January 15, 2028 and no principal payments are required prior to that date. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the 2028 8.25% Senior Notes by paying 100% of the principal amount of the 2028 8.25% Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date. We refer to the 2028 8.25% Senior Notes, 2029 8.00% Senior Notes and 2030 8.00% Senior Notes collectively as the Senior Notes, which are our senior unsecured obligations. The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time. We estimate that the fair values of our 2028 8.25% Senior Notes, 2029 8.00% Senior Notes, and 2030 8.00% Senior Notes were $109,736 , $118,992 , and $98,240 , respectively, based on their respective closing prices on the New York Stock Exchange, or NYSE, (a Level 1 input) on December 31, 2015 . Revolving Credit Facility On December 19, 2014, we amended our revolving credit facility, or the Credit Facility, to, among other things: (i) extend the maturity of the Credit Facility from October 25, 2016 to December 19, 2019; (ii) reduce the applicable margins on borrowings and standby letter of credit fees; (iii) reduce the unused line fee rate; (iv) reduce the threshold for triggering a minimum fixed charge ratio requirement; and (v) make certain adjustments to the borrowing base calculation in a manner we believe is favorable to us. Under this Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity in December 2019. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount may be increased to $300,000 . The Credit Facility may be used for general business purposes and provides for the issuance of letters of credit. Generally, no principal payments are due until maturity. Borrowings under the Credit Facility bear interest at an annual rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability and other matters). Pursuant to the Credit Facility, we pay a monthly unused line fee which is subject to adjustment according to the average daily principal amount of unused commitment under the Credit Facility. As of December 31, 2015 , our letter of credit fees were an annual rate of 1.75% of our outstanding standby letters of credit and our unused line fee rate was an annual rate of 0.25% of the maximum balance minus our utilization and letters of credit. The Credit Facility requires us to maintain certain levels of collateral, limits our ability to incur debt and liens, restricts us from making certain investments and paying dividends and other distributions, requires us to maintain a minimum fixed charge ratio under certain circumstances and contains other customary covenants and conditions. The Credit Facility provides for the acceleration of principal and interest payments upon an event of default including, but not limited to, failure to pay interest or other amounts due, a change in control of us, as defined in the Credit Facility, and our default under certain contracts, including the HPT Leases, and our business management agreement with The RMR Group LLC (formerly known as Reit Management & Research LLC), or RMR. Our Credit Facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. The amount available to us is determined by reference to a borrowing base calculation based on eligible collateral. At December 31, 2015 , a total of $84,651 was available to us for borrowings and letters of credit under the Credit Facility. At December 31, 2015 , there were no borrowings outstanding under the Credit Facility but we had outstanding $34,490 of letters of credit issued under that facility, securing certain trade payables, insurance, fuel tax and other obligations. These letters of credit reduce the amount available for borrowing under the Credit Facility. Deferred Financing Costs Deferred financing costs were $14,442 and $10,930 at December 31, 2015 and 2014 , respectively, net of accumulated amortization of $1,659 and $664 , respectively, and are included in other noncurrent assets in our consolidated balance sheets. In 2015 , we capitalized $4,506 of costs related to the issuance of our 2030 8.00% Senior Notes. In 2014, we capitalized $5,552 of the costs related to the 2029 8.00% Senior Notes offering and $583 related to amending our Credit Facility and we recognized expense of $96 to write off previously capitalized fees when we amended our Credit Facility. In 2013, we capitalized $4,915 of costs related to the 2028 8.25% Senior Notes offering. We estimate we will recognize future amortization of deferred financing fees of approximately $1,222 in each of the years from 2016 through 2019, and $1,000 in 2020. We recognized interest expense from the amortization of deferred financing fees, of $995 , $703 and $667 for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Leasing Transactions
Leasing Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leasing Transactions | Leasing Transactions As a lessee. We have entered into lease agreements covering many of our retail locations, our warehouse space, and various equipment and vehicles, with the most significant leases being the five HPT Leases as further described below. Certain leases include renewal options, and certain leases include escalation clauses and purchase options. Future minimum lease payments required under leases that had remaining noncancelable lease terms in excess of one year, as of December 31, 2015 , were as follows (included herein are the full payments due under the HPT Leases including the amount attributed to the lease of those sites that are accounted for as a financing in our consolidated balance sheet as reflected in the sale leaseback financing obligation): Total 2016 $ 271,785 2017 269,752 2018 267,325 2019 263,880 2020 261,548 Thereafter 2,033,340 Total $ 3,367,630 The expenses related to our operating leases are included in the site level operating expense; selling, general and administrative expense; and real estate rent lines of the operating expenses section of our consolidated statements of income and comprehensive income. Rent expense under our operating leases consisted of the following: Year Ended December 31, 2015 2014 2013 Minimum rent $ 233,211 $ 212,711 $ 205,413 Sublease rent 8,422 8,932 8,697 Contingent rent (1) (1,266 ) 3,671 2,540 Total rent expense $ 240,367 $ 225,314 $ 216,650 (1) Since 2007, we had accrued contingent rent associated with one site leased from HPT. In June 2015, we became no longer liable for this contingent rent, and the related accrual was reversed during the year ended December 31, 2015. Pursuant to the HPT Leases, we lease 193 properties from HPT. See Note 12 for more information about our HPT Leases and related transactions and relationships. As a lessor. As of December 31, 2014 , five of the travel centers we leased from HPT were subleased to franchisees under operating lease agreements. During 2015 , we acquired these properties from HPT and leased these travel centers directly to the franchisees pursuant to five separate lease agreements. See Note 12 for more information about this transaction with HPT. The current terms of the five lease agreements expire between June and September 2017. Four of the five leases have one remaining renewal option for an additional five year term; the fifth lease has no further renewal option. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenue from these operating leases totaled $4,458 , $4,365 and $4,869 for the years ended December 31, 2015 , 2014 and 2013 , respectively. Future minimum lease payments due to us for the five leased sites under these operating leases as of December 31, 2015 , were as follows: Total 2016 $ 4,458 2017 2,499 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity In December 2013, we issued 7,475 common shares in a public offering, raising proceeds of approximately $65,102 after underwriters' discounts and commissions and other costs of the offering. Share Award Plan. An aggregate of 6,000 of our common shares were authorized for issuance under the terms of our Amended and Restated 2007 Equity Compensation Plan, or the Plan. We awarded a total of 671 , 803 and 619 common shares under the Plan during the years ended December 31, 2015 , 2014 and 2013 , respectively, with aggregate market values of $6,607 , $7,766 and $6,626 , respectively, based on the closing prices of our common shares on the NYSE on the dates of the awards. During the years ended December 31, 2015 , 2014 and 2013 , we recognized total share based compensation expense of $5,507 , $5,105 and $4,183 , respectively. During the years ended December 31, 2015 , 2014 and 2013 , the vesting date fair value of common shares that vested was $7,621 , $6,233 and $6,454 , respectively. The weighted average grant date fair value of common shares issued in 2015 , 2014 and 2013 was $9.84 , $9.67 and $10.70 , per share, respectively. Common shares issued to directors vested immediately and the related compensation expense was recognized on the grant date. Common shares issued to others vested in 5 to 10 equal annual installments beginning on the date of grant. The related compensation expense was determined based on the market value of our common shares on either the date of grant for employees or the vesting date for nonemployees, as appropriate, with the aggregate value of the granted common shares expensed over the related vesting period. As of December 31, 2015 , 64 common shares remained available for issuance under the Plan. As of December 31, 2015 , there was a total of $14,662 of share based compensation related to unvested common shares that will be expensed over a weighted average remaining service period of five years . The following table sets forth the number and weighted average grant date fair value of unvested common shares and common shares issued under the Plan for the year ended December 31, 2015 . Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested shares balance as of December 31, 2014 1,989 $ 7.34 Granted 671 9.84 Vested (723 ) 8.04 Forfeited/canceled (3 ) 9.09 Unvested shares balance as of December 31, 2015 1,934 7.95 Treasury Shares. Certain recipients of share awards may elect to have us withhold the number of their vesting common shares with a fair market value sufficient to fund the minimum required tax withholding obligations with respect to share awards. For the years ended December 31, 2015 and 2014 , we acquired through this share withholding process 197 and 90 common shares, respectively, with an aggregate value of $1,842 and $928 , respectively. On September 30, 2015, we retired 90 treasury shares, no par value, with a carrying value of $928 that reduced common shares. On December 14, 2015, we retired 197 treasury shares, no par value, with a carrying value of $1,842 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We had a tax provision of $16,539 and $38,023 for the years ended December 31, 2015 and 2014 , respectively, and a tax benefit of $26,618 for the year ended December 31, 2013 . The amount for 2013 included a $29,853 benefit from changes in the valuation allowance that primarily resulted from the reversal of the valuation allowance we historically had maintained with respect to most of our deferred tax assets. Included in tax expense for the years ended December 31, 2015 , 2014 and 2013 , were $2,659 , $1,196 and $822 , respectively, of state taxes on operating income that are payable without regard to our tax loss carryforwards. Effective Tax Rate Reconciliation Year Ended December 31, 2015 2014 2013 U.S. federal statutory rate applied to income before taxes 35.00 % 35.00 % 35.00 % State income taxes, net 3.79 % 4.13 % 18.74 % Nondeductible expenses 0.60 % 0.49 % 17.51 % Nondeductible executive compensation 3.35 % 0.90 % 15.31 % Benefit of tax credits (5.75 )% (2.20 )% (21.99 )% Taxes on foreign income at different than U.S. rate — % 0.25 % 0.38 % Change in valuation allowance — % — % (596.38 )% Other, net (0.03 )% (0.35 )% (0.32 )% Total tax provision (benefit) 36.96 % 38.22 % (531.75 )% Components of the Income Tax Provision Year Ended December 31, 2015 2014 2013 Current tax provision: Federal $ 6,513 $ 23,037 $ 1,946 State 2,659 1,196 822 Total current tax provision 9,172 24,233 2,768 Deferred tax provision (benefit): Federal 7,438 10,880 (22,312 ) State (71 ) 2,910 (7,074 ) Total deferred tax provision (benefit) 7,367 13,790 (29,386 ) Total tax provision (benefit) $ 16,539 $ 38,023 $ (26,618 ) As of December 31, 2015 , our estimated net operating loss carryforwards for U.S. federal and state corporate income taxes were $39,933 and $38,174 , respectively. We also had estimated tax credit carryforwards to offset future federal income tax totaling $17,169 . If not used, the state and federal net operating loss carryforwards will begin to expire in 2016 and 2030, respectively, and the tax credit carryforwards will begin to expire in 2019. As of December 31, 2015 , we had a valuation allowance of $2,380 related to federal and state tax credit carryforwards and deferred tax assets in foreign jurisdictions due to the uncertainty of their realization. Components of Deferred Tax Assets and Liabilities December 31, 2015 2014 Noncurrent deferred tax assets: Straight line rent accrual $ 19,974 $ 14,325 Reserves 24,740 24,228 Sale leaseback financing obligation 63,111 34,331 Asset retirement obligation 3,117 7,263 Tax credits 3,627 524 Tax loss carryforwards 5,971 5,223 Deferred tenant improvements allowance 20,142 21,063 Other 1,594 3,314 Total noncurrent deferred tax asset before valuation allowance 142,276 110,271 Valuation allowance (2,380 ) (955 ) Total noncurrent deferred tax assets 139,896 109,316 Noncurrent deferred tax liabilities: Depreciable assets (142,257 ) (104,243 ) Intangible assets (5,269 ) (5,047 ) Other (837 ) (1,484 ) Total noncurrent deferred tax liabilities (148,363 ) (110,774 ) Net deferred tax liabilities $ (8,467 ) $ (1,458 ) The following table presents the classification in our consolidated balance sheets of the deferred tax assets and liabilities presented in the table above. December 31, 2015 2014 Deferred tax amounts are included in: Other noncurrent assets $ 87 $ — Other noncurrent liabilities (8,554 ) (1,458 ) Uncertain Tax Positions Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ 59,557 $ 59,557 $ 60,138 Reductions to current year tax positions — — (502 ) Reductions to prior year tax positions — — (79 ) Interest 185 — — Balance at end of period $ 59,742 $ 59,557 $ 59,557 As of December 31, 2015 , 2014 and 2013 , we had unrecognized tax benefits of $59,742 , $59,557 and $59,557 , respectively. These unrecognized tax benefits relate to uncertainties concerning our value as of the ownership change in 2007, whether certain capital contributions made in that year should be included in the computation of the annual net operating loss deduction limitation, and uncertainties as to the measurement of the net unrecognized built-in loss and allocation of the net unrecognized built-in loss, if any, to our various assets as of the date of the ownership change. These uncertainties impact the amount of the loss carryforwards that are subject to the annual net operating loss deduction limitation as well as the annual net operating loss deduction limitation itself. The amount of the uncertain tax benefits, if settled favorably, that would have an impact on the effective tax rate is $57,413 , $57,228 and $57,228 for the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 and 2014 , $24,931 and $34,675 , respectively, of the uncertain tax benefits were classified as a reduction to our noncurrent deferred tax assets and $34,811 and $24,882 , respectively, were classified as a noncurrent liability. We did not accrue interest or penalties for the years ended December 31, 2014 and 2013 , due to the existence of net operating loss and credit carryforwards to offset any additional income tax liability. We do not anticipate the amount of the existing unrecognized tax benefits will significantly change in the next twelve months. Our U.S. federal income tax returns are subject to tax examinations for the years ended December 31, 2012 through 2015. Our state and Canadian income tax returns are generally subject to examination for the tax years ended December 31, 2011 through 2015. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted by the taxing authorities to the extent the carryforwards are claimed in a future year. |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity Investments Affiliates Insurance Company At December 31, 2015 , we owned approximately 14.3% of Affiliates Insurance Company, or AIC. Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC. This investment had a carrying value of $6,828 as of December 31, 2015 and 2014 and is presented in our consolidated balance sheets in other noncurrent assets. During 2015 , 2014 and 2013 , we recognized income of $20 , $89 and $334 , respectively, related to this investment. In May 2014, we purchased 3 AIC shares for $825 . See Note 12 for more information about our transactions with AIC. Petro Travel Plaza Holdings LLC We own a 40% interest in Petro Travel Plaza Holdings LLC, or PTP, and operate two travel centers and two convenience stores that PTP owns for which we receive management and accounting fees. This investment is accounted for under the equity method. The carrying value of this investment as of December 31, 2015 and 2014 , was $20,042 and $20,807 , respectively, and was included in other noncurrent assets in our consolidated balance sheets. The equity income recorded from this investment for the years ended December 31, 2015 , 2014 and 2013 , was $4,036 , $3,135 and $2,340 , respectively. See Note 12 for more information about our transactions with PTP. The locations owned by PTP are encumbered by debt with an outstanding balance of $15,808 and $16,602 as of December 31, 2015 and 2014 , respectively. Since we account for our investment in PTP under the equity method of accounting, we have not recorded a liability for this debt. We are not directly liable for this loan, but the carrying value of our investment in this joint venture could be adversely affected if the joint venture defaulted on this debt and the joint venture's property, which is collateral for this loan, was sold. In connection with the loan agreement entered by PTP, we and our joint venture partner each agreed to indemnify the lender against liability from environmental matters related to PTP's sites. Fair Value It is not practicable to estimate the fair value of our investment in the equity of AIC or PTP because of the lack of quoted market prices and the inability to estimate current fair value without incurring excessive costs. However, management believes that the carrying amounts of AIC and PTP at December 31, 2015 , were not impaired given these companies' overall financial conditions and earnings trends. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Governance Guidelines We have adopted written Governance Guidelines that describe the consideration and approval of a related person transaction. Under these Governance Guidelines, we may not enter into a transaction in which any Director or executive officer, any member of the immediate family of any Director or executive officer or any other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to our Board of Directors and our Board of Directors reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors constitute less than a quorum. If there are no disinterested Directors, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of our Board of Directors and (ii) the affirmative vote of a majority of our Independent Directors. In determining whether to approve or ratify a transaction, our Board of Directors, or disinterested Directors or Independent Directors, as the case may be, shall act in accordance with any applicable provisions of our limited liability company agreement and bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to us. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Directors or otherwise in accordance with our policies, limited liability company agreement and bylaws, each as described above. In the case of any transaction with us in which any other employee of ours who is subject to our Code of Business Conduct and Ethics and who has a direct or indirect material interest in the transaction, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. Relationship with HPT HPT is our principal landlord and largest shareholder and as of December 31, 2015 owned 3,420 of our common shares, or approximately 8.8% of our outstanding common shares. One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT. Mr. Barry Portnoy's son, Mr. Adam Portnoy, is also a managing trustee of HPT, and Mr. Barry Portnoy's son-in-law, Mr. Ethan Bornstein, is an executive officer of HPT. Our other Managing Director, Mr. Thomas O'Brien, who is also our President and Chief Executive Officer, was a former executive officer of HPT. One of our Independent Directors, Mr. Arthur Koumantzelis, was an independent trustee of HPT prior to our spin-off from HPT. Until June 2015, we had two leases with HPT, the Prior TA Lease and the Petro Lease, pursuant to which we then leased 184 properties from HPT. The Prior TA Lease was for 144 properties and the Petro Lease was for 40 properties. As disclosed below, in June 2015, the Prior TA Lease was expanded and subdivided into four amended and restated leases, which we refer to as the New TA Leases, and the Petro Lease was amended. We refer to the New TA Leases and the Petro Lease (or, with respect to periods prior to June 2015, the Prior TA Lease and the Petro Lease) collectively as the HPT Leases. The HPT Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs, and, at those properties at which HPT leases the property from the owner and subleases it to us, ground lease payments. We also are required generally to indemnify HPT for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The HPT Leases also include arbitration provisions for the resolution of disputes. Under the HPT Leases, we may request that HPT purchase approved amounts for renovations, improvements and equipment at the leased properties in return for increases in our minimum annual rent according to the following formula: the minimum rent per year will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5% . During 2015 , 2014 and 2013 , pursuant to the terms of the HPT Leases, we sold to HPT $99,896 , $66,133 and $83,912 , respectively, of improvements we previously made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by $8,491 , $5,621 and $7,133 , respectively. At December 31, 2015 , our property and equipment balance included $43,986 of improvements of the type that we typically request that HPT purchase for an increase in rent; however, HPT is not obligated to purchase these improvements. 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 Prior TA Lease into the four New TA Leases, (ii) we sold 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 leased back these properties and assets from HPT under the New TA Leases, (iii) we purchased 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. As of December 31, 2015 , we have completed the following transactions pursuant to the Transaction Agreement: • We entered into four new TA Leases with HPT, or New TA Lease 1, New TA Lease 2, New TA Lease 3 and New TA Lease 4 which expire in 2029, 2028, 2026 and 2030, respectively. Percentage rent for 2014 under the Prior TA Lease, which totaled $2,902 , was incorporated into the minimum annual rent under the New TA Leases, and 2015 became the percentage rent base year for the New TA Leases. Beginning in 2016, percentage rent will be 3% of the excess of gross nonfuel revenues for any particular year over the percentage rent base year amount. Our deferred rent obligation of $107,085 , which was due December 31, 2022, was allocated among the New TA Leases and the due dates were extended to the end of the initial term of each respective New TA Lease. • We sold to HPT, for $279,383 , 14 travel centers we owned and certain assets we owned at 11 properties we lease from HPT. We leased back these properties and assets from HPT under the New TA Leases. Our minimum annual rent increased by $24,027 as a result of the completion of our sale and lease back of these properties and assets. These sales generated an aggregate gain of $133,668 , 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. 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 $3,874 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 revenues, 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. As of December 31, 2015 , we leased from HPT a total of 153 properties under the New TA Leases and 40 properties under the Petro Lease. As of December 31, 2015 , the number of properties leased, the term, the minimum annual rent and deferred rent balances under our HPT Leases were as follows: Number of Sites Initial Term End Date (1) Minimum Annual Rent as of December 31, 2015 (2) Deferred Rent (3) New TA Lease 1 39 December 31, 2029 $ 48,862 $ 27,421 New TA Lease 2 38 December 31, 2028 47,229 29,107 New TA Lease 3 38 December 31, 2026 50,077 29,324 New TA Lease 4 38 December 31, 2030 44,577 21,233 Petro Lease 40 June 30, 2024 64,875 42,915 Total 193 $ 255,620 $ 150,000 (1) We have two renewal options of 15 years each under each of the leases. (2) These minimum rents are exclusive of any increase in minimum rent as a result of our selling or being reimbursed costs of improvements to leased properties or purchase/lease back of additional properties occurring after December 31, 2015 . (3) The deferred rent obligation is subject to acceleration at HPT's option upon an uncured default under our HPT agreements or a change in control of us, each as provided under the leases. Prior to the Transaction Agreement, we incurred percentage rent payable to HPT under the Prior TA Lease and the Petro Lease, respectively. In each case, the percentage rent equaled 3% of increases in nonfuel gross revenues and 0.3% of increases in gross fuel revenues at the leased properties over base amounts. HPT previously had agreed to waive payment of the first $2,500 of percentage rent that may become due under the Petro Lease. HPT waived $1,121 of percentage rent under our Petro Lease for the year ended December 31, 2015 , pursuant to that waiver; and through December 31, 2015 , HPT has cumulatively waived $2,128 of the $2,500 of percentage rent to be waived. The total amount of percentage rent (which is net of the waived amount) that we incurred during the years ended December 31, 2015 , 2014 and 2013 , was $1,999 , $2,984 and $2,050 , respectively. Pursuant to a rent deferral agreement with HPT, from July 2008 through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT, which remained outstanding as of December 31, 2015 . This deferred rent obligation was allocated among the HPT Leases and is due at the end of the initial terms of the respective HPT Leases as noted above. Interest ceased to accrue on deferred rent owed to HPT by us beginning on January 1, 2011; however, the deferred rent amounts shall be accelerated and interest shall begin to accrue on the deferred rent amounts if certain events provided in the deferral agreement occur, including a change of control of us, as defined that agreement. In connection with the deferral agreement, we entered into a registration rights agreement with HPT, which provides HPT with certain rights to require us to conduct a registered public offering with respect to our common shares issued to HPT pursuant to the deferral agreement, which rights continue through the date that is twelve months following the latest of the expiration of the terms of the New TA Leases and the Petro Lease. The following table sets forth the amounts of minimum lease payments required under the HPT Leases as of December 31, 2015 , in each of the years shown. Minimum Rent Rent for Ground Leases Subleased from HPT 2016 $ 255,620 $ 8,849 2017 255,620 7,921 2018 255,620 7,354 2019 255,620 5,526 2020 255,620 4,132 2021 255,620 2,285 2022 255,620 1,571 2023 255,620 934 2024 (1) 307,133 700 2025 190,744 228 2026 (2) 227,982 2 2027 140,667 — 2028 (3) 178,937 — 2029 (4) 129,827 — 2030 (5) 76,037 — (1) Includes previously deferred rent payments of $42,915 and estimated cost of removing underground storage tanks on the leased properties of $8,598 due on June 30, 2024. (2) Includes previously deferred rent payments of $29,324 and estimated cost of removing underground storage tanks on the leased properties of $7,913 due on December 31, 2026. (3) Includes previously deferred rent payments of $29,107 and estimated cost of removing underground storage tanks on the leased properties of $9,163 due on December 31, 2028. (4) Includes previously deferred rent payments of $27,421 and estimated cost of removing underground storage tanks on the leased properties of $8,967 due on December 31, 2029. (5) Includes previously deferred rent payments of $21,233 and estimated cost of removing underground storage tanks on the leased properties of $10,228 due on December 31, 2030. On April 15, 2013, we entered an agreement with Equilon Enterprises LLC doing business as Shell Oil Products US, or Shell, pursuant to which Shell has agreed to construct a network of natural gas fueling lanes at up to 100 of our travel centers located along the U.S. interstate highway system, including travel centers we lease from HPT. In connection with that agreement, on April 15, 2013, we and HPT amended our leases with HPT to revise the calculation of percentage rent payable by us under our leases with HPT. That amendment also made certain administrative changes to the terms of our leases with HPT. Also on that date, in order to facilitate our agreement with Shell, HPT entered into a subordination, non-disturbance and attornment agreement with Shell, whereby HPT agreed to recognize Shell's license and other rights with respect to the natural gas fueling lanes at our HPT leased travel centers on certain conditions and in certain circumstances. On July 1, 2013, HPT purchased land that was previously leased by HPT from a third party and subleased to us under the Prior TA Lease. Effective as of that date, rents due to that third party and our paying of those rents of approximately $545 annually on behalf of HPT under the terms of the Prior TA Lease ceased. Also on that date, we and HPT amended the Prior TA Lease to reflect our direct lease from HPT of that land and certain minor properties adjacent to other existing properties included in the Prior TA Lease that also had been purchased by HPT and to increase the annual rent due under the Prior TA Lease by $537 , which was 8.5% of HPT's investment. On August 13, 2013, the travel center located in Roanoke, VA that we leased from HPT under the Prior TA Lease was taken by eminent domain proceedings brought by the Virginia Department of Transportation, or VDOT, in connection with planned highway construction. The Prior TA Lease provided that the annual rent payable by us be reduced by 8.5% of the amount of the proceeds HPT receives from the taking or, at HPT's option, the fair market value rent of the property on the commencement date of the Prior TA Lease. In January 2014, HPT received proceeds from VDOT of $6,178 , which is a substantial portion of VDOT's estimate of the value of the property, and as a result our annual rent under the Prior TA Lease was reduced by $525 effective January 6, 2014. We and HPT are challenging VDOT's estimate of this property's value and we expect that the final resolution of this matter will take considerable time. On December 23, 2013, HPT purchased property adjacent to a property we lease from HPT under the Petro Lease. Effective as of that date, we and HPT amended the Petro Lease to add that property to that lease and to increase annual rent due under the Petro Lease by $105 , which was 8.5% of HPT's investment. On October 30, 2015, HPT completed the purchase of the land and improvements at a travel center it then leased from a third party and subleased to us located in Waterloo, NY. Upon HPT's acquisition, the land and improvements were directly leased to us under the Petro Lease. The Petro Lease was amended and minimum annual rent increased by $1,275 , but our obligation to pay the ground rent of $1,260 annually was terminated. The following table summarizes the various amounts related to the HPT Leases and other lessors that are reflected in real estate rent expense in our consolidated statements of income and comprehensive income. Year Ended December 31, 2015 2014 2013 Cash payments for rent under the HPT Leases $ 241,962 $ 222,722 $ 216,659 Change in accrued estimated percentage rent (1,275 ) 959 327 Adjustments to recognize expense on a straight line basis (4,910 ) (1,621 ) (1,734 ) Less: sale leaseback financing obligation amortization (974 ) (2,380 ) (1,644 ) Less: portion of rent payments recognized as interest expense (3,445 ) (5,887 ) (7,400 ) Less: deferred tenant improvements allowance amortization (5,019 ) (6,769 ) (6,769 ) Amortization of deferred gain on sale leaseback transactions (5,180 ) (385 ) (354 ) Rent expense related to HPT Leases 221,159 206,639 199,085 Rent paid to others (1) 10,583 10,786 10,206 Adjustments to recognize expense on a straight line basis for other leases (151 ) (270 ) 29 Total real estate rent expense $ 231,591 $ 217,155 $ 209,320 (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 consolidated balance sheets. December 31, December 31, Current HPT Leases liabilities: Accrued rent $ 21,098 $ 19,407 Sale leaseback financing obligation (1) 469 2,547 Straight line rent accrual (2) 2,458 2,529 Deferred gain (3) 9,235 385 Deferred tenant improvements allowance (4) 3,770 6,769 Total Current HPT Leases liabilities $ 37,030 $ 31,637 Noncurrent HPT Leases liabilities: Deferred rent obligation (5) $ 150,000 $ 150,000 Sale leaseback financing obligation (1) 20,719 82,591 Straight line rent accrual (2) 48,373 50,234 Deferred gain (3) 121,049 2,732 Deferred tenant improvements allowance (4) 45,357 47,377 Total Noncurrent HPT Leases liabilities $ 385,498 $ 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 the 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. 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 that had been reflected as financings under the Prior TA Lease qualified for operating lease treatment under the New TA Leases, the remaining net assets and financing obligation related to these two properties was eliminated, resulting in a gain of $1,033 , 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 included increasing rent payments through 2012. Since rent expense was recognized evenly over those years we recognized this accrual. While the New TA Leases contain no stated rent payments increases, this accrual continues to be amortized on a straight line basis over the terms of the New TA 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 $133,668 of gains from the sale of assets to HPT that we leased back from HPT under the New TA Leases during 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, from July 2008 through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT. This deferred rent obligation was allocated among the HPT Leases and is due at the end of the initial terms of the respective HPT Leases as noted above. 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 completed through December 31, 2015 , pursuant to our Transaction Agreement with HPT. The pro forma adjustments assume that these transactions occurred on January 1, 2015. Year Ended December 31, 2015 Net Income $ 32,167 Basic and diluted earnings per share $ 0.85 The historical consolidated financial information has been adjusted in the pro forma information to give effect to pro forma events that are: (i) directly attributable to the transactions with HPT; (ii) factually supportable; and (iii) expected to have a continuing impact on the combined results. The $10,502 loss on extinguishment of debt recognized in June 2015, as noted above, is not reflected in the pro forma information above because it is non-recurring. Relationship with RMR RMR provides business management services to us pursuant to a business management agreement. RMR is owned by The RMR Group Inc. and ABP Trust and ABP Trust is the controlling shareholder of The RMR Group Inc. One of our Managing Directors, Mr. Barry Portnoy and his son, Mr. Adam Portnoy, are owners of ABP Trust. Mr. Barry Portnoy is the Chairman of RMR and a Managing Director and officer of The RMR Group Inc. and Mr. Adam Portnoy is the President and Chief Executive Officer of RMR and a Managing Director, President and Chief Executive Officer of The RMR Group Inc. Our other Managing Director, Mr. Thomas O'Brien, who is also our President and Chief Executive Officer, Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are officers and employees of RMR. RMR provides management services to HPT and HPT's executive officers are officers and employees of RMR. A majority of our Independent Directors also serve as independent directors or independent trustees of other companies to which RMR, or its affiliates, provides management services. Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR serve as officers of those other companies to which RMR or its affiliates provides management services. At least 80% of Messrs. O'Brien's, Rebholz's and Young's business time is devoted to services to us, and 80% of Messrs. O'Brien's, Rebholz's and Young's total cash compensation (that is, the combined base salary and cash bonus paid by us and RMR) was paid by us and the remainder was paid by RMR. Messrs. O'Brien, Rebholz and Young are also eligible to participate in certain RMR benefit plans. We believe the compensation we paid to these officers reasonably reflected their division of business time and efforts; however, periodically, these individuals may divide their business time and efforts differently than they do currently and their compensation from us may become disproportionate to this division. Our Board of Directors has given our Compensation Committee, which is comprised exclusively of our Independent Directors, authority to act on our behalf with respect to our business management agreement with RMR. The charter of our Compensation Committee requires the committee to review annually the terms of the business management agreement, evaluate RMR's performance under this agreement and determine whether to renew, amend or terminate the business management agreement. Pursuant to the business management agreement, RMR assists us with various aspects of our business, which may include, but are not limited to, compliance with various laws and rules applicable to our status as a publicly owned company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center and convenience store properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our gross fuel margin (which is our fuel sales revenues less our cost of fuel sales) plus our total nonfuel revenues. The fee is payable monthly based on the prior month's margins and revenues. This fee totaled $13,179 , $12,272 and $10,758 for the years ended December 31, 2015 , 2014 and 2013 , respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. RMR also provides internal audit services to us in return for our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its affiliates provides management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit. Our share of RMR's costs of providing this internal audit function was approximately $257 , $272 and $208 for the years ended December 31, 2015 , 2014 and 2013 , respectively. These allocated costs are in addition to the business management fees paid to RMR. The current term of our business management agreement with RMR ends on December 31, 2016 , and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. On March 12, 2015, we and RMR entered into an amended and restated business management 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 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 to renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal. Also, as amended, RMR agrees to provide certain transition services for us for 120 days following termination by us or notice of termination by RMR. The business management agreement includes arbitration provisions for the resolution of disputes. Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, including HPT. The fact that RMR has responsibilities to other entities, including our largest landlord, HPT, could create conflicts; and in the event of such conflicts, our business management agreement allows RMR to act on its own behalf and on behalf of HPT or such other entity rather than on our behalf. We are also generally responsible for all of our expenses and certain expenses incurred by RMR on our behalf. Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we have in the past, and may in the future enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. We have a property management agreement with RMR under which RMR provides building management services to us for our headquarters building. The charter of our Compensation Committee requires that the Committee annually review the property management agreement, evaluate RMR's performance under this agreement and renew, amend or terminate this agreement. We paid RMR $145 , $141 and $143 for property management services at our headquarters building for the years ended December 31, 2015 , 2014 and 2013 , respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. Under our Plan, we grant restricted shares to certain employees of RMR who are not also Directors, officers or employees of ours. We granted a total of 62 , 63 and 49 shares with an aggregate value of $575 , $610 and $523 to such persons in 2015 , 2014 and 2013 , respectively, based upon the closing price of our common shares on the NYSE on the dates of the grants. One fifth of those shares vested on the grant dates and one fifth vests on each of the next four anniversaries of the grant dates. These share grants to RMR employees are in addition to both the fees we pay to RMR and our share grants to our Directors, officers and employees. Under our Plan, recipients of vesting restricted common share awards (including our officers and employees and officers and employees of RMR) may request that we purchase some of the vesting common shares in satisfaction of tax withholding and payment obligations at the closing price for our common shares on the NYSE on the date of purchase. See Note 9 for more information about share withholding. On occasion, we have entered into arrangements with former employees of ours or RMR in connection with the termination of their employment with us or RMR, providing for the acceleration of vesting of shares previously granted to them under the Plan. Additionally, each of our President and Chief Executive Officer, Executive Vice President, Chief Financial Officer and Treasurer, and Executive Vice President and General Counsel received grants of restricted shares of other companies to which RMR provides management services, including HPT, in their capacities as officers of RMR. Other Relationships with HPT and RMR At the time our shares were distributed to HPT shareholders in 2007, we entered a transaction agreement with HPT and RMR, pursuant to which we granted HPT a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted HPT and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which they invest before we do. We also agreed that for so long as we are a tenant of HPT we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under our leases with HPT; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of our continuing Directors to constitute a majority |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances 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 the HPT 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 leased 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 Shell has installed natural gas fueling lanes. 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 December 31, 2015 , we had a gross accrued liability of $4,713 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $1,089 , resulting in an estimated net amount of $3,624 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 position or results of operations. In February 2014, we reached an agreement with the California State Water Resources Control Board, or the State Water Board, to settle certain claims the State Water Board had filed against us in California Superior Court in 2010 relating to alleged violations of underground storage tank laws and regulations for a cash payment of $1,800 ; suspended penalties of $1,000 that may become payable by us in the future if, prior to March 2019, we fail to comply with specified underground storage tank laws and regulations; and our agreement to invest, prior to March 2018, up to $2,000 of verified costs that are directly related to the development and implementation of a comprehensive California Enhanced Environmental Compliance Program for the underground storage tank systems at all of our California facilities that is above and beyond minimum requirements of California law and regulations related to underground storage tank systems. The settlement, which was approved by the Superior Court on February 20, 2014, also included injunctive relief provisions requiring that we comply with certain California environmental laws and regulations applicable to underground storage tank systems. In October 2015, the State Water Board issued a notice of alleged suspended penalty conduct claiming that we are liable for the full amount of the $1,000 in suspended penalties as a result of five alleged violations of underground storage tank regulations and requesting further information concerning the alleged violations. We believe we have meritorious defenses to these alleged violations, but cannot predict whether any penalties relating to these matters will be assessed by the Superior Court, which has retained jurisdiction over such matters. The State Water Board also has retained the right to file a separate action relating to these violations, but to date has not done so. In November 2015, we filed our response to the notice and we anticipate further negotiations with the State Water Board before this matter proceeds to a hearing before the Superior Court. As of December 31, 2015 , we have a liability of $1,718 recorded with respect to this matter and believe that an additional amount of loss we may realize above that accrued, if any, upon the ultimate resolution of this matter will not be material. We currently 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. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory at December 31, 2015 and 2014 , consisted of the following: 2015 2014 Nonfuel products $ 159,256 $ 146,370 Fuel products 24,236 26,380 Total inventory $ 183,492 $ 172,750 |
Segment Information Segment Inf
Segment Information Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As a result of the growth in our convenience store business throughout 2015 , we now present two reportable segments: travel centers and convenience stores not located at travel centers. Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. For these reportable segments, previously reported financial information within the notes to the consolidated financial statements has been updated for all periods presented. We measure our reportable segments profitability based on site level gross margin in excess of site level operating expenses. Travel Centers We operate and franchise travel centers under the "TravelCenters of America" and "TA" brand names, or the TA brand, and the "Petro Stopping Centers" and "Petro" brand names, or the Petro brand, primarily along the 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 substantially all of them offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, QSRs, travel and convenience stores and various driver amenities. Convenience Stores We operate convenience stores with retail gasoline stations, primarily under the "Minit Mart" brand name, or the Minit Mart brand, that generally serve motorists and are not located at a travel center. These 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. Corporate and Other We include unallocated corporate expenses, the operations of our distribution centers and all other businesses which do not meet the definition of a travel center or convenience store and which are not material to our operations in corporate and other. For purposes of segment performance measurement, we do not allocate to either our travel center or convenience store segments items that are of a non-operating or of a corporate nature such as selling, general and administrative expenses, transaction costs associated with the acquisition of certain businesses, interest, income from equity investees and income taxes. Identifiable assets of the business segments exclude general corporate assets, which primarily consist of certain cash, accounts receivable, certain property and equipment, deferred income taxes and certain other assets. Other than cash that resides at the travel centers or convenience stores, cash and accounts receivable are managed within our treasury and finance function at corporate. Additional Information The accounting policies of the business segments are the same as the polices described in Note 1. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties and are eliminated in consolidation. Segment Information Year Ended December 31, 2015 Travel Centers Convenience Stores Corporate and Other Consolidated Revenues Fuel $ 3,763,415 $ 224,894 $ 67,139 $ 4,055,448 Nonfuel 1,626,646 155,197 918 1,782,761 Rent and royalties from franchisees 12,424 — — 12,424 Total revenues 5,402,485 380,091 68,057 5,850,633 Site level gross margin in excess of site level operating expenses $ 483,009 $ 17,259 $ 3,770 $ 504,038 Corporate operating expenses Selling, general and administrative $ — $ — $ 121,767 $ 121,767 Real estate rent — — 231,591 231,591 Depreciation and amortization — — 72,383 72,383 Income from operations 78,297 Acquisition costs — — 5,048 5,048 Interest expense, net — — 22,545 22,545 Income from equity investees — — 4,056 4,056 Loss on extinguishment of debt — — 10,502 10,502 Income before income taxes 44,258 Provision for income taxes — — (16,539 ) (16,539 ) Net income $ — $ — $ — $ 27,719 Capital expenditures for property and equipment $ 210,385 $ 14,191 $ 70,861 $ 295,437 Acquisitions of businesses, net of cash acquired 9,338 310,952 — 320,290 Total assets 725,714 431,014 478,366 1,635,094 Year Ended December 31, 2014 Travel Centers Convenience Stores Corporate and Other Consolidated Revenues Fuel $ 5,961,764 $ 113,221 $ 74,464 $ 6,149,449 Nonfuel 1,539,996 76,634 172 1,616,802 Rent and royalties from franchisees 12,382 — — 12,382 Total revenues 7,514,142 189,855 74,636 7,778,633 Site level gross margin in excess of site level operating expenses $ 492,618 $ 8,834 $ 1,750 $ 503,202 Corporate operating expenses Selling, general and administrative $ — $ — $ 106,823 $ 106,823 Real estate rent — — 217,155 217,155 Depreciation and amortization — — 65,584 65,584 Income from operations 113,640 Acquisition costs — — 1,160 1,160 Interest expense, net — — 16,712 16,712 Income from equity investees — — 3,224 3,224 Income before income taxes 98,992 Provision for income taxes — — (38,023 ) (38,023 ) Net income $ — $ — $ — $ 60,969 Capital expenditures for property and equipment $ 147,509 $ 3,668 $ 18,648 $ 169,825 Acquisitions of businesses, net of cash acquired 28,695 — — 28,695 Total assets 829,071 87,782 485,964 1,402,817 Year Ended December 31, 2013 Travel Centers Convenience Stores Corporate and Other Consolidated Revenues Fuel $ 6,378,801 $ 20,828 $ 81,623 $ 6,481,252 Nonfuel 1,442,715 8,077 — 1,450,792 Rent and royalties from franchisees 12,687 — — 12,687 Total revenues 7,834,203 28,905 81,623 7,944,731 Site level gross margin in excess of site level operating expenses $ 393,505 $ 1,639 $ 1,741 $ 396,885 Corporate operating expenses Selling, general and administrative $ — $ — $ 107,447 $ 107,447 Real estate rent — — 209,320 209,320 Depreciation and amortization — — 58,928 58,928 Income from operations 21,190 Acquisition costs — — 2,523 2,523 Interest expense, net — — 16,336 16,336 Income from equity investees — — 2,674 2,674 Income before income taxes 5,005 Benefit for income taxes — — 26,618 26,618 Net income $ — $ — $ — $ 31,623 Capital expenditures for property and equipment $ 154,233 $ 144 $ 9,865 $ 164,242 Acquisitions of businesses, net of cash acquired 44,622 65,356 — 109,978 Total assets 804,519 88,007 346,246 1,238,772 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) The following is a summary of our unaudited quarterly results of operations for 2015 and 2014 : Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenues $ 1,407,701 $ 1,582,883 $ 1,508,993 $ 1,351,056 Gross profit (excluding depreciation) 338,499 345,794 358,480 346,911 Income from operations 32,170 21,974 21,444 2,709 (Provision) benefit for income taxes (10,486 ) (2,515 ) (6,157 ) 2,619 Net income (loss) 15,729 3,772 9,826 (1,608 ) Net income (loss) per common share: Basic and diluted 0.41 0.10 0.26 (0.04 ) Comprehensive income (loss) 15,428 3,754 9,514 (1,652 ) Year Ended December 31, 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenues $ 1,967,309 $ 2,076,109 $ 2,009,217 $ 1,725,998 Gross profit (excluding depreciation) 301,564 325,093 332,136 360,020 Income from operations 4,865 26,939 25,324 56,512 Provision for income taxes (276 ) (9,673 ) (9,442 ) (18,632 ) Net income 197 13,634 12,796 34,342 Net income per common share: Basic and diluted 0.01 0.36 0.34 0.91 Comprehensive income 24 13,825 12,538 34,184 During the fourth quarter of 2015 and 2014 we recognized a benefit of $7,997 and $6,898 , respectively, related to the reinstatement of biodiesel and renewable energy fuel tax credits on certain fuel purchases made during each of 2015 and 2014 . |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Segment Reporting | We manage our business on the basis of two reportable segments: travel centers and convenience stores. See Note 15 for more information about our segments. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations. |
Consolidation | Our consolidated financial statements include the accounts of TravelCenters of America LLC and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities when we have the ability to significantly influence, but not control, the investee's operating and financial policies, typically when we own 20% to 50% of the investee's voting stock. |
Basis of Presentation | The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition. We recognize revenue and the related costs at the time of final sale to consumers at our company operated locations for retail fuel and nonfuel sales. We record the estimated cost of loyalty program redemptions by customers of our loyalty program points as a discount against gross revenue in determining net revenue presented in our consolidated statements of income and comprehensive income. For those travel centers that we lease to a franchisee, we recognize rent revenue based on the amount of rent payment due for each period. These leases specify rent increases each year based on inflation rates for the respective periods or capital improvements we make at the travel center. Since the rent increases related to these factors are contingent upon future events, we recognize the related rent revenue after such events have occurred. We collect and recognize franchise royalty revenues monthly as earned. We determine royalty revenues generally as a percentage of the franchisees' revenues. We recognize initial franchise fee revenues when the franchisee opens for business under our brand name, which is when we have fulfilled our initial obligations under the related agreements. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts. We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition and actual write off history. We charge off account balances against the allowance when we believe it is probable the receivable will not be collected. |
Inventory | Inventory. We state our inventory at the lower of cost or market value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary. |
Property and Equipment | Property and Equipment. We record property and equipment as a result of business combinations based on their fair market values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 15 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 10 years We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. Amortization expense related to assets recorded in connection with the sale leaseback financing obligation pertaining to certain travel centers we lease from HPT is included in depreciation and amortization expense over the shorter of the estimated useful lives of the assets or the lease term. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net assets is recognized as goodwill. We expense as incurred the costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives or that are inherent in a continuing business and related to the Company as a whole. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. See Note 5 for more information about our goodwill and intangible assets. |
Impairment | Impairment. We review definite lived assets for indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived or indefinite lived asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including projected operating results, rental payments and the discount rate used to measure the present value of projected future cash flows. We recognize impairment charges in the period during which the circumstances surrounding an asset to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset is made. We perform our impairment analysis for substantially all of our property and equipment at the individual location level because that is the lowest level of asset groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities. We evaluate goodwill and indefinite lived intangible assets for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable using either a quantitative or qualitative analysis. We evaluate goodwill for impairment as of July 31 at the reporting unit level, which is equivalent to our reportable segments. We subject goodwill and intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or intangible asset exceeds the fair market value of the asset. With respect to goodwill, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of impairment to be recognized, if any. |
Share Based Employee Compensation | Share Based Employee Compensation. The awards made under our share award plan to date have been restricted shares. Shares issued to directors vest immediately. Shares issued to others vest in five to ten equal annual installments beginning on the date of grant. Compensation expense related to share grants is determined based on the market value of our shares on either the date of grant for employees or the vesting date for nonemployees, as appropriate, with the aggregate value of the granted shares amortized to expense over the related vesting period. We include share based compensation expense in selling, general and administrative expenses in our consolidated statements of income and comprehensive income. |
Environmental Remediation | Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs is reasonably determinable. We include remediation expenses within site level operating expense in our consolidated statements of income and comprehensive income. Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities |
Self Insurance Accruals | Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for self insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities. |
Asset Retirement Obligations | Asset Retirement Obligations. We recognize the future costs for our obligations related to the removal of our underground storage tanks and certain improvements we own at leased properties over the estimated useful lives of each asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an asset is installed. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. |
Leasing Transactions | Leasing Transactions. Leasing transactions are a material part of our business. We have five leases with HPT, four of which we refer to as our New TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the HPT Leases. See Note 12 for more information about our accounting for the HPT Leases. We charge rent under operating leases without scheduled rent increases to expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis. The rent payments resulting from our sales to HPT of improvements to the properties we lease from HPT are contingent rent. Other than at the travel centers where our leases are accounted for as sale leaseback financing obligations, we recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to HPT. |
Income Taxes | Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax bases and financial statement bases of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of income tax expense. |
Reclassifications | Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation, including reclassifications associated with the early adoption of ASU 2015-17 related to classification of deferred tax liabilities and assets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or 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, 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. In April 2015, the 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. In August 2015, the FASB clarified the previous Accounting Standards Update and issued Accounting Standards Update 2015-15, Presentations and Subsequent Measurement of Debt Issuance Costs Associated With Lines of Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcements on June 18, 2015 EITF Meeting , which addresses the presentation of debt issuance costs related to line of credit arrangements. These updates are effective for interim and annual reporting periods beginning after December 15, 2015, and requires retrospective application. The adoption of this update will cause reclassification of debt issuance costs from assets to a reduction of liabilities in our consolidated balance sheets. Debt issuance costs related to line of credit arrangements will remain classified as assets in accordance with Accounting Standards Update 2015-15. At December 31, 2015 , our capitalized unamortized debt issuance costs totaled $14,442 . In November 2015, the FASB issued Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes , which requires deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet. The update is effective for interim and annual reporting periods beginning after December 15, 2016, and may be applied either prospectively or retrospectively. Early adoption of the standard is permitted, and we adopted this standard during the current reporting period and applied it to all periods presented. Adoption of this standard resulted in presenting current and prior period deferred tax assets and liabilities as noncurrent and net of one another on the balance sheet. Current deferred tax assets totaling $22,357 for 2014 were reclassified to noncurrent and presented net with noncurrent deferred tax liabilities. In January 2016, the FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which was implemented to improve the recognition and measurement of financial instruments. The update is effective for interim and annual periods beginning after December 15, 2017, and early adoption is not permitted, with the exception of specific early application guidance. We anticipate that the adoption of this standard will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases , which establishes a comprehensive lease standard under GAAP for virtually all industries. The new standard requires lessees to recognize a right of use asset and a lease liability for virtually all of their leases, other than leases that meet the definition of short term leases and will apply for annual periods beginning after December 15, 2018, including interim periods therein. Early adoption is permitted. We have not yet determined the effects the adoption of this update may have on us; however, we believe this adoption will have a material impact on our consolidated financial statements. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 15 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 10 years Property and equipment, at cost, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 Land and improvements $ 280,550 $ 243,499 Buildings and improvements 287,276 220,013 Machinery, equipment and furniture 327,853 298,232 Leasehold improvements 216,177 221,027 Construction in progress 207,489 101,416 1,319,345 1,084,187 Less: accumulated depreciation and amortization 329,739 318,359 Property and equipment, net $ 989,606 $ 765,828 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation from net income to the net income available to common shareholders and the related earnings per share | The following table presents a reconciliation from net income to net income available to common shareholders and the related earnings per share. Year Ended December 31, 2015 2014 2013 Net income, as reported $ 27,719 $ 60,969 $ 31,623 Less: net income attributable to participating securities 1,386 2,986 1,957 Net income available to common shareholders $ 26,333 $ 57,983 $ 29,666 Weighted average common shares (1) 36,485 35,856 28,082 Basic and diluted net income per common share $ 0.72 $ 1.62 $ 1.06 (1) Excludes the 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 shareholders. The weighted average number of unvested shares outstanding for the years ended December 31, 2015 , 2014 and 2013 , was 1,920 , 1,846 and 1,853 , respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of the amounts assigned, based on their fair values, to the assets acquired and liabilities assumed in the business combinations | The following table summarizes the amounts we recorded for the assets we acquired and liabilities we assumed based on their fair values in the business combinations described above, along with resulting goodwill. Substantially all of the goodwill acquired during 2015 will be deductible for tax purposes. Travel Centers Convenience Stores Total Inventory $ 683 $ 15,296 $ 15,979 Property and equipment 7,815 251,956 259,771 Goodwill and intangibles 1,295 51,430 52,725 Other liabilities (455 ) (7,730 ) (8,185 ) Total aggregate purchase price $ 9,338 $ 310,952 $ 320,290 |
Schedule of pro forma consolidated revenue amounts | The following pro forma consolidated revenue amounts reflect our revenues as if the acquisitions occurred on January 1, 2014. Unaudited Year Ended December 31, 2015 Year Ended December 31, 2014 Total revenues $ 6,299,036 $ 8,321,178 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |
Schedule of components of property and equipment, at cost | We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 15 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 10 years Property and equipment, at cost, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 Land and improvements $ 280,550 $ 243,499 Buildings and improvements 287,276 220,013 Machinery, equipment and furniture 327,853 298,232 Leasehold improvements 216,177 221,027 Construction in progress 207,489 101,416 1,319,345 1,084,187 Less: accumulated depreciation and amortization 329,739 318,359 Property and equipment, net $ 989,606 $ 765,828 |
Principal landlord and largest shareholder | HPT | |
Property, Plant and Equipment [Line Items] | |
Schedule of components of property and equipment, at cost | The following table shows the amounts of property and equipment owned by HPT but recognized in our consolidated balance sheets and included within the balances of property and equipment shown in the table above, as a result of the required accounting for the assets funded by HPT under the tenant improvements allowance and for the assets that we lease from HPT that did not qualify for sale leaseback accounting. December 31, 2015 2014 Land and improvements $ 14,053 $ 61,809 Buildings and improvements 6,586 27,812 Machinery, equipment and furniture 3,216 6,155 Leasehold improvements 114,989 115,089 138,844 210,865 Less: accumulated depreciation and amortization 71,357 75,063 Property and equipment, net $ 67,487 $ 135,802 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of goodwill and intangible assets, net | Goodwill and intangible assets, net, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 Cost Accumulated Amortization Net Amortizable intangible assets: Agreements with franchisees $ 15,913 $ (8,907 ) $ 7,006 Leasehold interests 5,837 (2,259 ) 3,578 Agreements with franchisors 2,836 (1,003 ) 1,833 Other 5,362 (3,277 ) 2,085 Total amortizable intangible assets 29,948 (15,446 ) 14,502 Carrying value of trademarks (indefinite lived) 11,707 — 11,707 Total intangible assets 41,655 (15,446 ) 26,209 Goodwill 79,768 — 79,768 Total goodwill and intangible assets $ 121,423 $ (15,446 ) $ 105,977 December 31, 2014 Cost Accumulated Amortization Net Amortizable intangible assets: Agreements with franchisees $ 16,189 $ (8,041 ) $ 8,148 Leasehold interests 2,267 (2,158 ) 109 Agreements with franchisors 2,836 (520 ) 2,316 Other 3,200 (3,200 ) — Total amortizable intangible assets 24,492 (13,919 ) 10,573 Carrying value of trademarks (indefinite lived) 11,706 — 11,706 Total intangible assets 36,198 (13,919 ) 22,279 Goodwill 32,271 — 32,271 Total goodwill and intangible assets $ 68,469 $ (13,919 ) $ 54,550 |
Schedule of estimate the aggregate amortization expense for amortizable intangible assets to be as follows for each of the next five years | The aggregate amortization expense for our amortizable intangible assets for each of the next five years is: Total 2016 $ 1,884 2017 1,799 2018 1,707 2019 1,627 2020 1,461 |
Schedule of goodwill by segment | Goodwill by reportable segment was as follows: December 31, 2015 2014 Travel Centers $ 17,287 $ 16,150 Convenience Stores 62,481 16,121 Total goodwill $ 79,768 $ 32,271 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of components of other current liabilities | Other current liabilities, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 Taxes payable, other than income taxes $ 43,457 $ 38,554 Accrued capital expenditures 22,739 9,645 Self insurance program accruals, current portion 16,374 17,439 Accrued wages and benefits 15,587 13,472 Loyalty program accruals 13,383 14,560 Other 21,973 18,747 Total other current liabilities $ 133,513 $ 112,417 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long term debt, as of December 31, 2015 and 2014 , consisted of the following: December 31, 2015 2014 2028 8.25% Senior Notes $ 110,000 $ 110,000 2029 8.00% Senior Notes 120,000 120,000 2030 8.00% Senior Notes 100,000 — Credit Facility — — Total long term debt $ 330,000 $ 230,000 |
Leasing Transactions (Tables)
Leasing Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of future minimum lease payments required under leases that had remaining noncancelable lease terms | Future minimum lease payments required under leases that had remaining noncancelable lease terms in excess of one year, as of December 31, 2015 , were as follows (included herein are the full payments due under the HPT Leases including the amount attributed to the lease of those sites that are accounted for as a financing in our consolidated balance sheet as reflected in the sale leaseback financing obligation): Total 2016 $ 271,785 2017 269,752 2018 267,325 2019 263,880 2020 261,548 Thereafter 2,033,340 Total $ 3,367,630 |
Schedule of rent expense under the entity's operating leases | Rent expense under our operating leases consisted of the following: Year Ended December 31, 2015 2014 2013 Minimum rent $ 233,211 $ 212,711 $ 205,413 Sublease rent 8,422 8,932 8,697 Contingent rent (1) (1,266 ) 3,671 2,540 Total rent expense $ 240,367 $ 225,314 $ 216,650 (1) Since 2007, we had accrued contingent rent associated with one site leased from HPT. In June 2015, we became no longer liable for this contingent rent, and the related accrual was reversed during the year ended December 31, 2015. The following table summarizes the various amounts related to the HPT Leases and other lessors that are reflected in real estate rent expense in our consolidated statements of income and comprehensive income. Year Ended December 31, 2015 2014 2013 Cash payments for rent under the HPT Leases $ 241,962 $ 222,722 $ 216,659 Change in accrued estimated percentage rent (1,275 ) 959 327 Adjustments to recognize expense on a straight line basis (4,910 ) (1,621 ) (1,734 ) Less: sale leaseback financing obligation amortization (974 ) (2,380 ) (1,644 ) Less: portion of rent payments recognized as interest expense (3,445 ) (5,887 ) (7,400 ) Less: deferred tenant improvements allowance amortization (5,019 ) (6,769 ) (6,769 ) Amortization of deferred gain on sale leaseback transactions (5,180 ) (385 ) (354 ) Rent expense related to HPT Leases 221,159 206,639 199,085 Rent paid to others (1) 10,583 10,786 10,206 Adjustments to recognize expense on a straight line basis for other leases (151 ) (270 ) 29 Total real estate rent expense $ 231,591 $ 217,155 $ 209,320 (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 future minimum lease payments due to us for subleased sites | Future minimum lease payments due to us for the five leased sites under these operating leases as of December 31, 2015 , were as follows: Total 2016 $ 4,458 2017 2,499 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of number and weighted average grant date fair value of unvested common shares and common shares issued under the Plan | The following table sets forth the number and weighted average grant date fair value of unvested common shares and common shares issued under the Plan for the year ended December 31, 2015 . Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested shares balance as of December 31, 2014 1,989 $ 7.34 Granted 671 9.84 Vested (723 ) 8.04 Forfeited/canceled (3 ) 9.09 Unvested shares balance as of December 31, 2015 1,934 7.95 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of principal reasons for the difference between income tax provision and the income tax provision (benefit) at the U.S. Federal statutory income tax rate | Effective Tax Rate Reconciliation Year Ended December 31, 2015 2014 2013 U.S. federal statutory rate applied to income before taxes 35.00 % 35.00 % 35.00 % State income taxes, net 3.79 % 4.13 % 18.74 % Nondeductible expenses 0.60 % 0.49 % 17.51 % Nondeductible executive compensation 3.35 % 0.90 % 15.31 % Benefit of tax credits (5.75 )% (2.20 )% (21.99 )% Taxes on foreign income at different than U.S. rate — % 0.25 % 0.38 % Change in valuation allowance — % — % (596.38 )% Other, net (0.03 )% (0.35 )% (0.32 )% Total tax provision (benefit) 36.96 % 38.22 % (531.75 )% |
Schedule of provision (benefit) for income taxes | Components of the Income Tax Provision Year Ended December 31, 2015 2014 2013 Current tax provision: Federal $ 6,513 $ 23,037 $ 1,946 State 2,659 1,196 822 Total current tax provision 9,172 24,233 2,768 Deferred tax provision (benefit): Federal 7,438 10,880 (22,312 ) State (71 ) 2,910 (7,074 ) Total deferred tax provision (benefit) 7,367 13,790 (29,386 ) Total tax provision (benefit) $ 16,539 $ 38,023 $ (26,618 ) |
Schedule of significant components of deferred tax assets and liabilities | Components of Deferred Tax Assets and Liabilities December 31, 2015 2014 Noncurrent deferred tax assets: Straight line rent accrual $ 19,974 $ 14,325 Reserves 24,740 24,228 Sale leaseback financing obligation 63,111 34,331 Asset retirement obligation 3,117 7,263 Tax credits 3,627 524 Tax loss carryforwards 5,971 5,223 Deferred tenant improvements allowance 20,142 21,063 Other 1,594 3,314 Total noncurrent deferred tax asset before valuation allowance 142,276 110,271 Valuation allowance (2,380 ) (955 ) Total noncurrent deferred tax assets 139,896 109,316 Noncurrent deferred tax liabilities: Depreciable assets (142,257 ) (104,243 ) Intangible assets (5,269 ) (5,047 ) Other (837 ) (1,484 ) Total noncurrent deferred tax liabilities (148,363 ) (110,774 ) Net deferred tax liabilities $ (8,467 ) $ (1,458 ) The following table presents the classification in our consolidated balance sheets of the deferred tax assets and liabilities presented in the table above. December 31, 2015 2014 Deferred tax amounts are included in: Other noncurrent assets $ 87 $ — Other noncurrent liabilities (8,554 ) (1,458 ) |
Summary of activity related to unrecognized tax benefits | Uncertain Tax Positions Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ 59,557 $ 59,557 $ 60,138 Reductions to current year tax positions — — (502 ) Reductions to prior year tax positions — — (79 ) Interest 185 — — Balance at end of period $ 59,742 $ 59,557 $ 59,557 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |
Schedule of future minimum lease payments required | Future minimum lease payments required under leases that had remaining noncancelable lease terms in excess of one year, as of December 31, 2015 , were as follows (included herein are the full payments due under the HPT Leases including the amount attributed to the lease of those sites that are accounted for as a financing in our consolidated balance sheet as reflected in the sale leaseback financing obligation): Total 2016 $ 271,785 2017 269,752 2018 267,325 2019 263,880 2020 261,548 Thereafter 2,033,340 Total $ 3,367,630 |
Summary of various amounts reflected in real estate rent expense | Rent expense under our operating leases consisted of the following: Year Ended December 31, 2015 2014 2013 Minimum rent $ 233,211 $ 212,711 $ 205,413 Sublease rent 8,422 8,932 8,697 Contingent rent (1) (1,266 ) 3,671 2,540 Total rent expense $ 240,367 $ 225,314 $ 216,650 (1) Since 2007, we had accrued contingent rent associated with one site leased from HPT. In June 2015, we became no longer liable for this contingent rent, and the related accrual was reversed during the year ended December 31, 2015. The following table summarizes the various amounts related to the HPT Leases and other lessors that are reflected in real estate rent expense in our consolidated statements of income and comprehensive income. Year Ended December 31, 2015 2014 2013 Cash payments for rent under the HPT Leases $ 241,962 $ 222,722 $ 216,659 Change in accrued estimated percentage rent (1,275 ) 959 327 Adjustments to recognize expense on a straight line basis (4,910 ) (1,621 ) (1,734 ) Less: sale leaseback financing obligation amortization (974 ) (2,380 ) (1,644 ) Less: portion of rent payments recognized as interest expense (3,445 ) (5,887 ) (7,400 ) Less: deferred tenant improvements allowance amortization (5,019 ) (6,769 ) (6,769 ) Amortization of deferred gain on sale leaseback transactions (5,180 ) (385 ) (354 ) Rent expense related to HPT Leases 221,159 206,639 199,085 Rent paid to others (1) 10,583 10,786 10,206 Adjustments to recognize expense on a straight line basis for other leases (151 ) (270 ) 29 Total real estate rent expense $ 231,591 $ 217,155 $ 209,320 (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 consolidated balance sheets. December 31, December 31, Current HPT Leases liabilities: Accrued rent $ 21,098 $ 19,407 Sale leaseback financing obligation (1) 469 2,547 Straight line rent accrual (2) 2,458 2,529 Deferred gain (3) 9,235 385 Deferred tenant improvements allowance (4) 3,770 6,769 Total Current HPT Leases liabilities $ 37,030 $ 31,637 Noncurrent HPT Leases liabilities: Deferred rent obligation (5) $ 150,000 $ 150,000 Sale leaseback financing obligation (1) 20,719 82,591 Straight line rent accrual (2) 48,373 50,234 Deferred gain (3) 121,049 2,732 Deferred tenant improvements allowance (4) 45,357 47,377 Total Noncurrent HPT Leases liabilities $ 385,498 $ 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 the 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. 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 that had been reflected as financings under the Prior TA Lease qualified for operating lease treatment under the New TA Leases, the remaining net assets and financing obligation related to these two properties was eliminated, resulting in a gain of $1,033 , 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 included increasing rent payments through 2012. Since rent expense was recognized evenly over those years we recognized this accrual. While the New TA Leases contain no stated rent payments increases, this accrual continues to be amortized on a straight line basis over the terms of the New TA 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 $133,668 of gains from the sale of assets to HPT that we leased back from HPT under the New TA Leases during 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, from July 2008 through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT. This deferred rent obligation was allocated among the HPT Leases and is due at the end of the initial terms of the respective HPT Leases as noted above. |
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 completed through December 31, 2015 , pursuant to our Transaction Agreement with HPT. The pro forma adjustments assume that these transactions occurred on January 1, 2015. Year Ended December 31, 2015 Net Income $ 32,167 Basic and diluted earnings per share $ 0.85 |
Principal landlord and largest shareholder | HPT | |
Related Party Transaction [Line Items] | |
Schedule of future minimum lease payments required | The following table sets forth the amounts of minimum lease payments required under the HPT Leases as of December 31, 2015 , in each of the years shown. Minimum Rent Rent for Ground Leases Subleased from HPT 2016 $ 255,620 $ 8,849 2017 255,620 7,921 2018 255,620 7,354 2019 255,620 5,526 2020 255,620 4,132 2021 255,620 2,285 2022 255,620 1,571 2023 255,620 934 2024 (1) 307,133 700 2025 190,744 228 2026 (2) 227,982 2 2027 140,667 — 2028 (3) 178,937 — 2029 (4) 129,827 — 2030 (5) 76,037 — (1) Includes previously deferred rent payments of $42,915 and estimated cost of removing underground storage tanks on the leased properties of $8,598 due on June 30, 2024. (2) Includes previously deferred rent payments of $29,324 and estimated cost of removing underground storage tanks on the leased properties of $7,913 due on December 31, 2026. (3) Includes previously deferred rent payments of $29,107 and estimated cost of removing underground storage tanks on the leased properties of $9,163 due on December 31, 2028. (4) Includes previously deferred rent payments of $27,421 and estimated cost of removing underground storage tanks on the leased properties of $8,967 due on December 31, 2029. (5) Includes previously deferred rent payments of $21,233 and estimated cost of removing underground storage tanks on the leased properties of $10,228 due on December 31, 2030. As of December 31, 2015 , the number of properties leased, the term, the minimum annual rent and deferred rent balances under our HPT Leases were as follows: Number of Sites Initial Term End Date (1) Minimum Annual Rent as of December 31, 2015 (2) Deferred Rent (3) New TA Lease 1 39 December 31, 2029 $ 48,862 $ 27,421 New TA Lease 2 38 December 31, 2028 47,229 29,107 New TA Lease 3 38 December 31, 2026 50,077 29,324 New TA Lease 4 38 December 31, 2030 44,577 21,233 Petro Lease 40 June 30, 2024 64,875 42,915 Total 193 $ 255,620 $ 150,000 (1) We have two renewal options of 15 years each under each of the leases. (2) These minimum rents are exclusive of any increase in minimum rent as a result of our selling or being reimbursed costs of improvements to leased properties or purchase/lease back of additional properties occurring after December 31, 2015 . (3) The deferred rent obligation is subject to acceleration at HPT's option upon an uncured default under our HPT agreements or a change in control of us, each as provided under the leases. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventory at December 31, 2015 and 2014 , consisted of the following: 2015 2014 Nonfuel products $ 159,256 $ 146,370 Fuel products 24,236 26,380 Total inventory $ 183,492 $ 172,750 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment Information Year Ended December 31, 2015 Travel Centers Convenience Stores Corporate and Other Consolidated Revenues Fuel $ 3,763,415 $ 224,894 $ 67,139 $ 4,055,448 Nonfuel 1,626,646 155,197 918 1,782,761 Rent and royalties from franchisees 12,424 — — 12,424 Total revenues 5,402,485 380,091 68,057 5,850,633 Site level gross margin in excess of site level operating expenses $ 483,009 $ 17,259 $ 3,770 $ 504,038 Corporate operating expenses Selling, general and administrative $ — $ — $ 121,767 $ 121,767 Real estate rent — — 231,591 231,591 Depreciation and amortization — — 72,383 72,383 Income from operations 78,297 Acquisition costs — — 5,048 5,048 Interest expense, net — — 22,545 22,545 Income from equity investees — — 4,056 4,056 Loss on extinguishment of debt — — 10,502 10,502 Income before income taxes 44,258 Provision for income taxes — — (16,539 ) (16,539 ) Net income $ — $ — $ — $ 27,719 Capital expenditures for property and equipment $ 210,385 $ 14,191 $ 70,861 $ 295,437 Acquisitions of businesses, net of cash acquired 9,338 310,952 — 320,290 Total assets 725,714 431,014 478,366 1,635,094 Year Ended December 31, 2014 Travel Centers Convenience Stores Corporate and Other Consolidated Revenues Fuel $ 5,961,764 $ 113,221 $ 74,464 $ 6,149,449 Nonfuel 1,539,996 76,634 172 1,616,802 Rent and royalties from franchisees 12,382 — — 12,382 Total revenues 7,514,142 189,855 74,636 7,778,633 Site level gross margin in excess of site level operating expenses $ 492,618 $ 8,834 $ 1,750 $ 503,202 Corporate operating expenses Selling, general and administrative $ — $ — $ 106,823 $ 106,823 Real estate rent — — 217,155 217,155 Depreciation and amortization — — 65,584 65,584 Income from operations 113,640 Acquisition costs — — 1,160 1,160 Interest expense, net — — 16,712 16,712 Income from equity investees — — 3,224 3,224 Income before income taxes 98,992 Provision for income taxes — — (38,023 ) (38,023 ) Net income $ — $ — $ — $ 60,969 Capital expenditures for property and equipment $ 147,509 $ 3,668 $ 18,648 $ 169,825 Acquisitions of businesses, net of cash acquired 28,695 — — 28,695 Total assets 829,071 87,782 485,964 1,402,817 Year Ended December 31, 2013 Travel Centers Convenience Stores Corporate and Other Consolidated Revenues Fuel $ 6,378,801 $ 20,828 $ 81,623 $ 6,481,252 Nonfuel 1,442,715 8,077 — 1,450,792 Rent and royalties from franchisees 12,687 — — 12,687 Total revenues 7,834,203 28,905 81,623 7,944,731 Site level gross margin in excess of site level operating expenses $ 393,505 $ 1,639 $ 1,741 $ 396,885 Corporate operating expenses Selling, general and administrative $ — $ — $ 107,447 $ 107,447 Real estate rent — — 209,320 209,320 Depreciation and amortization — — 58,928 58,928 Income from operations 21,190 Acquisition costs — — 2,523 2,523 Interest expense, net — — 16,336 16,336 Income from equity investees — — 2,674 2,674 Income before income taxes 5,005 Benefit for income taxes — — 26,618 26,618 Net income $ — $ — $ — $ 31,623 Capital expenditures for property and equipment $ 154,233 $ 144 $ 9,865 $ 164,242 Acquisitions of businesses, net of cash acquired 44,622 65,356 — 109,978 Total assets 804,519 88,007 346,246 1,238,772 |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of unaudited quarterly results of operations | The following is a summary of our unaudited quarterly results of operations for 2015 and 2014 : Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenues $ 1,407,701 $ 1,582,883 $ 1,508,993 $ 1,351,056 Gross profit (excluding depreciation) 338,499 345,794 358,480 346,911 Income from operations 32,170 21,974 21,444 2,709 (Provision) benefit for income taxes (10,486 ) (2,515 ) (6,157 ) 2,619 Net income (loss) 15,729 3,772 9,826 (1,608 ) Net income (loss) per common share: Basic and diluted 0.41 0.10 0.26 (0.04 ) Comprehensive income (loss) 15,428 3,754 9,514 (1,652 ) Year Ended December 31, 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenues $ 1,967,309 $ 2,076,109 $ 2,009,217 $ 1,725,998 Gross profit (excluding depreciation) 301,564 325,093 332,136 360,020 Income from operations 4,865 26,939 25,324 56,512 Provision for income taxes (276 ) (9,673 ) (9,442 ) (18,632 ) Net income 197 13,634 12,796 34,342 Net income per common share: Basic and diluted 0.01 0.36 0.34 0.91 Comprehensive income 24 13,825 12,538 34,184 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - General Information and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2015brand_of_quick_service_restaurantstorestatepropertyconvenience_storetravel_centersegment | |
Real Estate Properties [Line Items] | |
Number of stores | store | 456 |
Number of brands of quick service restaurants | brand_of_quick_service_restaurant | 39 |
Number of reportable segments | segment | 2 |
HPT | Principal landlord and largest shareholder | |
Real Estate Properties [Line Items] | |
Number of stores leased | property | 193 |
Travel centers | |
Real Estate Properties [Line Items] | |
Number of stores | 252 |
Number of states | state | 43 |
Number of stores owned | 32 |
Number of stores leased | 194 |
Travel centers | Joint venture | |
Real Estate Properties [Line Items] | |
Number of stores operated under joint venture | 2 |
Travel centers | HPT | Principal landlord and largest shareholder | |
Real Estate Properties [Line Items] | |
Number of stores leased | 192 |
Travel centers | Franchisee operated stores | |
Real Estate Properties [Line Items] | |
Number of stores owned by franchisees or leased from others | 24 |
Travel centers | TA brand | |
Real Estate Properties [Line Items] | |
Number of stores | 176 |
Travel centers | TA brand | Company operated stores | |
Real Estate Properties [Line Items] | |
Number of stores | 161 |
Travel centers | TA brand | Franchisee operated stores | |
Real Estate Properties [Line Items] | |
Number of stores | 15 |
Travel centers | TA brand | Franchisee units leases | |
Real Estate Properties [Line Items] | |
Number of stores owned and leased by franchisees | 5 |
Travel centers | Petro brand | |
Real Estate Properties [Line Items] | |
Number of stores | 76 |
Travel centers | Petro brand | Company operated stores | |
Real Estate Properties [Line Items] | |
Number of stores | 62 |
Travel centers | Petro brand | Franchisee operated stores | |
Real Estate Properties [Line Items] | |
Number of stores | 14 |
Convenience stores | |
Real Estate Properties [Line Items] | |
Number of states | state | 11 |
Number of stores owned | convenience_store | 173 |
Number of stores leased | convenience_store | 29 |
Convenience stores | Joint venture | |
Real Estate Properties [Line Items] | |
Number of stores operated under joint venture | convenience_store | 2 |
Convenience stores | HPT | Principal landlord and largest shareholder | |
Real Estate Properties [Line Items] | |
Number of stores leased | convenience_store | 1 |
Convenience stores | Dealer operated stores | |
Real Estate Properties [Line Items] | |
Number of stores | 1 |
Convenience stores | Minit Mart brand | |
Real Estate Properties [Line Items] | |
Number of stores | convenience_store | 204 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings and site improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Buildings and site improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Share Based Employee Compensation (Details) - Restricted shares | 12 Months Ended |
Dec. 31, 2015 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period of shares issued to other than directors | 5 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period of shares issued to other than directors | 10 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Asset retirement obligation | $ 7,602 | $ 2,392 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Leasing Transactions (Details) - Principal landlord and largest shareholder - HPT - lease | Dec. 31, 2015 | Jun. 01, 2015 | May. 31, 2015 |
Real Estate Properties [Line Items] | |||
Number of leases | 5 | 2 | |
New TA Leases | |||
Real Estate Properties [Line Items] | |||
Number of leases | 4 | 4 | |
Petro Lease | |||
Real Estate Properties [Line Items] | |||
Number of leases | 1 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Unamortized debt issuance costs | $ 14,442 | |
New accounting pronouncement, early adoption, effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Current deferred tax assets reclassified to noncurrent | $ 22,357 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Computation of Basic and Diluted Earnings Per Share | |||||||||||
Net income, as reported | $ (1,608) | $ 9,826 | $ 3,772 | $ 15,729 | $ 34,342 | $ 12,796 | $ 13,634 | $ 197 | $ 27,719 | $ 60,969 | $ 31,623 |
Less: net income attributable to participating securities | 1,386 | 2,986 | 1,957 | ||||||||
Net income available to common shareholders | $ 26,333 | $ 57,983 | $ 29,666 | ||||||||
Weighted average common shares | 36,485 | 35,856 | 28,082 | ||||||||
Basic and diluted net income per common share (in usd per share) | $ (0.04) | $ 0.26 | $ 0.10 | $ 0.41 | $ 0.91 | $ 0.34 | $ 0.36 | $ 0.01 | $ 0.72 | $ 1.62 | $ 1.06 |
Weighted average number of unvested shares outstanding (in shares) | 1,920 | 1,846 | 1,853 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | Dec. 16, 2013USD ($)convenience_store | Feb. 29, 2016USD ($)convenience_store | Jun. 30, 2016USD ($)convenience_store | Dec. 31, 2015USD ($)convenience_storetravel_center | Dec. 31, 2014USD ($)travel_center | Dec. 31, 2013USD ($)travel_center | Jun. 30, 2016USD ($)restaurantconvenience_store |
Business Acquisition [Line Items] | |||||||
Revenues attributable to acquisitions | $ 237,148 | ||||||
Purchase price paid | 320,290 | $ 28,695 | $ 109,978 | ||||
Acquisition costs | $ 5,048 | $ 1,160 | $ 2,523 | ||||
Forecast | Restaurants | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | restaurant | 53 | ||||||
Purchase price per agreement | $ 25,000 | ||||||
Franchisees operated | Forecast | Restaurants | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | restaurant | 41 | ||||||
Travel centers | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | travel_center | 3 | 4 | 9 | ||||
Number of properties accounted for as asset acquisition | travel_center | 1 | ||||||
Purchase price paid | $ 28,695 | $ 46,160 | |||||
Travel centers | Franchise units subleased | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | travel_center | 1 | ||||||
Convenience stores | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | convenience_store | 170 | ||||||
Convenience stores | Subsequent event | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | convenience_store | 7 | ||||||
Purchase price per agreement | $ 13,860 | ||||||
Convenience stores | Forecast | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | convenience_store | 16 | 24 | |||||
Purchase price per agreement | $ 23,250 | $ 32,788 | |||||
Convenience stores | Girkin Development, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Number of properties acquired | convenience_store | 31 | ||||||
Purchase price paid | $ 65,356 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 15,979 |
Property and equipment | 259,771 |
Goodwill and intangibles | 52,725 |
Other liabilities | (8,185) |
Total aggregate purchase price | 320,290 |
Travel Centers | |
Business Acquisition [Line Items] | |
Inventory | 683 |
Property and equipment | 7,815 |
Goodwill and intangibles | 1,295 |
Other liabilities | (455) |
Total aggregate purchase price | 9,338 |
Convenience Stores | |
Business Acquisition [Line Items] | |
Inventory | 15,296 |
Property and equipment | 251,956 |
Goodwill and intangibles | 51,430 |
Other liabilities | (7,730) |
Total aggregate purchase price | $ 310,952 |
Acquisitions - Pro forma Revenu
Acquisitions - Pro forma Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Total revenues | $ 6,299,036 | $ 8,321,178 |
Property and Equipment (Details
Property and Equipment (Details) $ in Thousands | Jun. 01, 2015travel_center | Dec. 31, 2015USD ($)travel_center | Dec. 31, 2015USD ($)travel_center | Dec. 31, 2014USD ($)travel_center | Dec. 31, 2013USD ($)travel_center |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 70,042 | $ 63,880 | $ 57,456 | ||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 1,319,345 | 1,319,345 | 1,084,187 | ||
Less: accumulated depreciation and amortization | 329,739 | 329,739 | 318,359 | ||
Property and equipment, net | 989,606 | $ 989,606 | $ 765,828 | ||
Travel centers | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of travel center properties acquired | travel_center | 3 | 4 | 9 | ||
Principal landlord and largest shareholder | HPT | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 138,844 | $ 138,844 | $ 210,865 | ||
Less: accumulated depreciation and amortization | 71,357 | 71,357 | 75,063 | ||
Property and equipment, net | 67,487 | 67,487 | 135,802 | ||
Principal landlord and largest shareholder | HPT | Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Improvement assets to be purchased for an increase in rent | $ 43,986 | 43,986 | |||
Principal landlord and largest shareholder | HPT | Travel centers | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of travel center properties acquired | travel_center | 5 | 5 | |||
Land and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 280,550 | 280,550 | 243,499 | ||
Land and improvements | Principal landlord and largest shareholder | HPT | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 14,053 | 14,053 | 61,809 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 287,276 | 287,276 | 220,013 | ||
Buildings and improvements | Principal landlord and largest shareholder | HPT | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 6,586 | 6,586 | 27,812 | ||
Machinery, equipment and furniture | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 327,853 | 327,853 | 298,232 | ||
Machinery, equipment and furniture | Principal landlord and largest shareholder | HPT | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 3,216 | 3,216 | 6,155 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 216,177 | 216,177 | 221,027 | ||
Leasehold improvements | Principal landlord and largest shareholder | HPT | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 114,989 | 114,989 | 115,089 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 207,489 | $ 207,489 | $ 101,416 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total intangible assets, Cost | $ 41,655 | $ 36,198 |
Total intangible assets, Accumulated Amortization | (15,446) | (13,919) |
Total intangible assets, Net | 26,209 | 22,279 |
Goodwill | 79,768 | 32,271 |
Total goodwill and intangible assets, Cost | 121,423 | 68,469 |
Total goodwill and intangible assets, Net | 105,977 | 54,550 |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 29,948 | 24,492 |
Total amortizable intangible assets, Accumulated Amortization | (15,446) | (13,919) |
Total amortizable intangible assets, Net | 14,502 | 10,573 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying value of trademarks (indefinite lived) | 11,707 | 11,706 |
Agreements with franchisees | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total intangible assets, Accumulated Amortization | (8,907) | (8,041) |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 15,913 | 16,189 |
Total amortizable intangible assets, Accumulated Amortization | (8,907) | (8,041) |
Total amortizable intangible assets, Net | 7,006 | 8,148 |
Leasehold interests | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total intangible assets, Accumulated Amortization | (2,259) | (2,158) |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 5,837 | 2,267 |
Total amortizable intangible assets, Accumulated Amortization | (2,259) | (2,158) |
Total amortizable intangible assets, Net | 3,578 | 109 |
Agreements with franchisors | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total intangible assets, Accumulated Amortization | (1,003) | (520) |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 2,836 | 2,836 |
Total amortizable intangible assets, Accumulated Amortization | (1,003) | (520) |
Total amortizable intangible assets, Net | 1,833 | 2,316 |
Other | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total intangible assets, Accumulated Amortization | (3,277) | (3,200) |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 5,362 | 3,200 |
Total amortizable intangible assets, Accumulated Amortization | (3,277) | (3,200) |
Total amortizable intangible assets, Net | $ 2,085 | $ 0 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense for amortizable intangible assets | $ 1,703 | $ 1,491 | $ 1,325 |
Weighted average period of amortizable intangible assets | 11 years | ||
Goodwill acquired during period | $ 47,497 | $ 7,331 | |
Goodwill deductible for tax purposes | $ 63,647 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Total | |
2,016 | $ 1,884 |
2,017 | 1,799 |
2,018 | 1,707 |
2,019 | 1,627 |
2,020 | $ 1,461 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Goodwill by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Total goodwill | $ 79,768 | $ 32,271 |
Travel Centers | ||
Goodwill [Line Items] | ||
Total goodwill | 17,287 | 16,150 |
Convenience Stores | ||
Goodwill [Line Items] | ||
Total goodwill | $ 62,481 | $ 16,121 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Taxes payable, other than income taxes | $ 43,457 | $ 38,554 |
Accrued capital expenditures | 22,739 | 9,645 |
Self insurance program accruals, current portion | 16,374 | 17,439 |
Accrued wages and benefits | 15,587 | 13,472 |
Loyalty program accruals | 13,383 | 14,560 |
Other | 21,973 | 18,747 |
Total other current liabilities | $ 133,513 | $ 112,417 |
Long Term Debt - Schedule of De
Long Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Oct. 05, 2015 | Dec. 31, 2014 | Jan. 31, 2013 |
Debt Instrument [Line Items] | ||||
Total long term debt | $ 330,000 | $ 230,000 | ||
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total long term debt | $ 0 | 0 | ||
2028 8.25% Senior Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 8.25% | 8.25% | ||
Total long term debt | $ 110,000 | $ 110,000 | ||
2029 8.00% Senior Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Total long term debt | $ 120,000 | $ 120,000 | ||
2030 8.00% Senior Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Total long term debt | $ 100,000 | $ 0 |
Long Term Debt - Senior Notes (
Long Term Debt - Senior Notes (Details) - Senior Notes - USD ($) | Oct. 05, 2015 | Dec. 31, 2014 | Jan. 31, 2013 | Dec. 31, 2015 |
2030 8.00% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount issued | $ 100,000,000 | |||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Net proceeds from issuance | $ 95,494,000 | |||
Redemption price of debt instrument (as a percent) | 100.00% | |||
Fair value of debt instrument | $ 98,240,000 | |||
2029 8.00% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount issued | $ 120,000,000 | |||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Net proceeds from issuance | $ 114,448,000 | |||
Redemption price of debt instrument (as a percent) | 100.00% | |||
Fair value of debt instrument | $ 118,992,000 | |||
2028 8.25% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount issued | $ 110,000,000 | |||
Interest rate (as a percent) | 8.25% | 8.25% | ||
Net proceeds from issuance | $ 105,250,000 | |||
Redemption price of debt instrument (as a percent) | 100.00% | |||
Fair value of debt instrument | $ 109,736,000 |
Long Term Debt - Revolving Cred
Long Term Debt - Revolving Credit Facility (Details) - Credit Facility | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 200,000,000 |
Increase in maximum borrowing capacity subject to available collateral and lender participation | $ 300,000,000 |
Fee on outstanding commitments (as a percent) | 1.75% |
Fee on unused commitments (as a percent) | 0.25% |
Amount available for borrowings and letters of credit | $ 84,651,000 |
Borrowings outstanding | 0 |
Outstanding amount of letters of credit | $ 34,490,000 |
Long Term Debt - Deferred Finan
Long Term Debt - Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 05, 2015 | Jan. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Deferred financing costs, net of accumulated amortization | $ 14,442 | $ 10,930 | |||
Accumulated amortization | 1,659 | 664 | |||
Future amortization of deferred financing fees in 2016 | 1,222 | ||||
Future amortization of deferred financing fees in 2017 | 1,222 | ||||
Future amortization of deferred financing fees in 2018 | 1,222 | ||||
Future amortization of deferred financing fees in 2019 | 1,222 | ||||
Future amortization of deferred financing fees in 2020 | 1,000 | ||||
Interest expense from the amortization of deferred financing fees | 995 | 703 | $ 667 | ||
Senior Notes | 2030 8.00% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Capitalized costs | $ 4,506 | ||||
Interest rate (as a percent) | 8.00% | 8.00% | |||
Senior Notes | 2029 8.00% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Capitalized costs | $ 5,552 | ||||
Interest rate (as a percent) | 8.00% | 8.00% | |||
Senior Notes | 2028 8.25% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Capitalized costs | $ 4,915 | ||||
Interest rate (as a percent) | 8.25% | 8.25% | |||
Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Capitalized costs | $ 583 | ||||
Expense recognized to write off deferred financing fees | $ 96 |
Leasing Transactions - As a Les
Leasing Transactions - As a Lessee, Narrative (Details) - Principal landlord and largest shareholder - HPT | Dec. 31, 2015propertylease | May. 31, 2015lease |
Related Party Transaction [Line Items] | ||
Number of leases | lease | 5 | 2 |
Number of stores leased | property | 193 |
Leasing Transactions - Future M
Leasing Transactions - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 271,785 |
2,017 | 269,752 |
2,018 | 267,325 |
2,019 | 263,880 |
2,020 | 261,548 |
Thereafter | 2,033,340 |
Total | $ 3,367,630 |
Leasing Transactions - Rent Exp
Leasing Transactions - Rent Expense Under Operating Leases (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 30, 2015lease | |
Leases [Abstract] | ||||
Minimum rent | $ 233,211 | $ 212,711 | $ 205,413 | |
Sublease rent | 8,422 | 8,932 | 8,697 | |
Contingent rent | (1,266) | 3,671 | 2,540 | |
Total rent expense | 240,367 | $ 225,314 | $ 216,650 | |
Principal landlord and largest shareholder | HPT | ||||
Leases [Abstract] | ||||
Minimum rent | $ 255,620 | |||
Operating Leased Assets [Line Items] | ||||
Number of leases with contingent rent | lease | 1 |
Leasing Transactions - As a L62
Leasing Transactions - As a Lessor, Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)renewal_optionlease | Dec. 31, 2014USD ($)travel_center | Dec. 31, 2013USD ($) | May. 31, 2015propertylease | |
Operating Leased Assets [Line Items] | ||||
Number of subleases that have one remaining renewal option | lease | 4 | |||
Number of remaining renewal options available | renewal_option | 1 | |||
Term of renewal options | 5 years | |||
Franchise units | ||||
Operating Leased Assets [Line Items] | ||||
Rent revenue from operating leases | $ | $ 4,458 | $ 4,365 | $ 4,869 | |
Principal landlord and largest shareholder | HPT | ||||
Operating Leased Assets [Line Items] | ||||
Number of sites subject to lease | 5 | 184 | ||
Number of travel centers acquired that were formerly operated by franchisees | lease | 5 | 2 | ||
Number of remaining renewal options available | renewal_option | 2 |
Leasing Transactions - Future63
Leasing Transactions - Future Minimum Lease Payments as a Lessor (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 4,458 |
2,017 | $ 2,499 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2015 | Sep. 30, 2015 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' Equity Note [Abstract] | ||||||
Common shares issued in a public offering | 7,475,000 | |||||
Proceeds from issuance of common shares, net of underwriters' discounts and commissions and other costs of the offering | $ 65,102 | $ 0 | $ (14) | $ 65,102 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate amount repurchased shares | 197,000 | 90,000 | ||||
Aggregate amount repurchased | $ 1,842 | $ 928 | ||||
Number of treasury shares retired | 197,000 | 90,000 | ||||
Retirement of treasury shares | $ 1,842 | $ 928 | $ 2,770 | |||
Share award plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common shares authorized under the plan | 6,000,000 | |||||
Number of common shares awarded under the plan | 671,000 | 803,000 | 619,000 | |||
Market value of common shares awarded | $ 6,607 | $ 7,766 | $ 6,626 | |||
Total share based compensation expense recognized | 5,507 | 5,105 | 4,183 | |||
Fair value | $ 7,621 | $ 6,233 | $ 6,454 | |||
Weighted average grant date fair value of common shares (in usd per share) | $ 9.84 | $ 9.67 | $ 10.70 | |||
Common shares that remained available for issuance | 64,000 | |||||
Total share based compensation related to unvested shares | $ 14,662 | |||||
Weighted average remaining service period over which share based compensation related to unvested shares will be expensed | 5 years | |||||
Share award plan | Employees, excluding Directors | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Share award plan | Employees, excluding Directors | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 10 years |
Shareholders' Equity - Unvested
Shareholders' Equity - Unvested Common Shares (Details) - Share award plan - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | |||
Unvested shares balance at the beginning of the period | 1,989 | ||
Granted (in shares) | 671 | 803 | 619 |
Vested (in shares) | (723) | ||
Forfeited/canceled (in shares) | (3) | ||
Unvested shares balance at the end of the period | 1,934 | 1,989 | |
Weighted Average Grant Date Fair Value Per Share | |||
Unvested shares balance at the beginning of the period (in usd per share) | $ 7.34 | ||
Granted (in usd per share) | 9.84 | $ 9.67 | $ 10.70 |
Vested (in usd per share) | 8.04 | ||
Forfeited/canceled (in usd per share) | 9.09 | ||
Unvested shares balance at the end of the period (in usd per share) | $ 7.95 | $ 7.34 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||||||||||
Provision (benefit) for income taxes | $ (2,619) | $ 6,157 | $ 2,515 | $ 10,486 | $ 18,632 | $ 9,442 | $ 9,673 | $ 276 | $ 16,539 | $ 38,023 | $ (26,618) | |
Benefit from reversal of valuation allowance | 29,853 | |||||||||||
State tax expense | 2,659 | 1,196 | 822 | |||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Uncertain tax benefits if settled, would favorably impact on the effective tax rate | 57,413 | 57,228 | 57,413 | 57,228 | 57,228 | |||||||
Tax credit carryforwards to offset future federal income tax | 17,169 | 17,169 | ||||||||||
Tax credit carryforwards, valuation allowance | 2,380 | 2,380 | ||||||||||
Unrecognized tax benefits | 59,742 | 59,557 | 59,742 | 59,557 | $ 59,557 | $ 60,138 | ||||||
Unrecognized tax benefits classified as noncurrent liability | 34,811 | 24,882 | 34,811 | 24,882 | ||||||||
Noncurrent deferred tax assets | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Uncertain tax benefits if settled, would favorably impact on the effective tax rate | 24,931 | $ 34,675 | 24,931 | $ 34,675 | ||||||||
U.S. Federal | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Net operating loss carryforwards | 39,933 | 39,933 | ||||||||||
State corporate | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Net operating loss carryforwards | $ 38,174 | $ 38,174 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate applied to income before taxes | 35.00% | 35.00% | 35.00% |
State income taxes, net | 3.79% | 4.13% | 18.74% |
Nondeductible expenses | 0.60% | 0.49% | 17.51% |
Nondeductible executive compensation | 3.35% | 0.90% | 15.31% |
Benefit of tax credits | (5.75%) | (2.20%) | (21.99%) |
Taxes on foreign income at different than U.S. rate | 0.00% | 0.25% | 0.38% |
Change in valuation allowance | 0.00% | 0.00% | (596.38%) |
Other, net | (0.03%) | (0.35%) | (0.32%) |
Total tax provision (benefit) | 36.96% | 38.22% | (531.75%) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax provision: | |||||||||||
Federal | $ 6,513 | $ 23,037 | $ 1,946 | ||||||||
State | 2,659 | 1,196 | 822 | ||||||||
Total current tax provision | 9,172 | 24,233 | 2,768 | ||||||||
Deferred tax provision (benefit): | |||||||||||
Federal | 7,438 | 10,880 | (22,312) | ||||||||
State | (71) | 2,910 | (7,074) | ||||||||
Total deferred tax provision (benefit) | 7,367 | 13,790 | (29,386) | ||||||||
Total tax provision (benefit) | $ (2,619) | $ 6,157 | $ 2,515 | $ 10,486 | $ 18,632 | $ 9,442 | $ 9,673 | $ 276 | $ 16,539 | $ 38,023 | $ (26,618) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Noncurrent deferred tax assets: | ||
Straight line rent accrual | $ 19,974 | $ 14,325 |
Reserves | 24,740 | 24,228 |
Sale leaseback financing obligation | 63,111 | 34,331 |
Asset retirement obligation | 3,117 | 7,263 |
Tax credits | 3,627 | 524 |
Tax loss carryforwards | 5,971 | 5,223 |
Deferred tenant improvements allowance | 20,142 | 21,063 |
Other | 1,594 | 3,314 |
Total noncurrent deferred tax asset before valuation allowance | 142,276 | 110,271 |
Valuation allowance | (2,380) | (955) |
Total noncurrent deferred tax assets | 139,896 | 109,316 |
Noncurrent deferred tax liabilities: | ||
Depreciable assets | (142,257) | (104,243) |
Intangible assets | (5,269) | (5,047) |
Other | (837) | (1,484) |
Total noncurrent deferred tax liabilities | (148,363) | (110,774) |
Net deferred tax liabilities | $ (8,467) | $ (1,458) |
Income Taxes - Classification o
Income Taxes - Classification of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax amounts are included in: | ||
Other noncurrent assets | $ 87 | $ 0 |
Other noncurrent liabilities | $ (8,554) | $ (1,458) |
Income Taxes - Uncertain Tax Pr
Income Taxes - Uncertain Tax Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Activity related to unrecognized tax benefits | |||
Balance at beginning of period | $ 59,557 | $ 59,557 | $ 60,138 |
Reductions to current year tax positions | 0 | 0 | (502) |
Reductions to prior year tax positions | 0 | 0 | (79) |
Interest | 185 | 0 | 0 |
Balance at end of period | $ 59,742 | $ 59,557 | $ 59,557 |
Equity Investments (Details)
Equity Investments (Details) shares in Thousands, $ in Thousands | May. 09, 2014USD ($)shares | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)storeconvenience_storetravel_center | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Equity Investments | |||||
Income recognized related to equity investments | $ 4,056 | $ 3,224 | $ 2,674 | ||
Purchase price of shares | $ 0 | 825 | 0 | ||
Number of stores | store | 456 | ||||
Travel centers | |||||
Equity Investments | |||||
Number of stores | travel_center | 252 | ||||
Equity method investee | AIC | |||||
Equity Investments | |||||
Ownership interest (as a percent) | 14.30% | ||||
Carrying value of investment | $ 6,828 | 6,828 | |||
Income recognized related to equity investments | $ 20 | 89 | 334 | ||
Common shares purchased | shares | 3 | ||||
Purchase price of shares | $ 825 | $ 825 | |||
Joint venture | PTP | |||||
Equity Investments | |||||
Ownership interest (as a percent) | 40.00% | ||||
Carrying value of investment | $ 20,042 | 20,807 | |||
Income recognized related to equity investments | 4,036 | 3,135 | $ 2,340 | ||
Debt balance for which locations owned by equity investee are encumbered | $ 15,808 | $ 16,602 | |||
Joint venture | PTP | Travel centers | |||||
Equity Investments | |||||
Number of stores | travel_center | 2 | ||||
Joint venture | PTP | Convenience stores | |||||
Equity Investments | |||||
Number of stores | convenience_store | 2 |
Related Party Transactions - Re
Related Party Transactions - Relationship with HPT (Details) | Oct. 30, 2015USD ($) | Jun. 01, 2015USD ($)propertyleasetravel_center | May. 31, 2015propertylease | Jan. 06, 2014USD ($) | Dec. 23, 2013USD ($) | Jul. 01, 2013USD ($) | Apr. 15, 2013travel_center | Jan. 31, 2014USD ($) | Dec. 31, 2015USD ($)propertyleasetravel_centershares | Dec. 31, 2016 | Dec. 31, 2015USD ($)propertyleasetravel_centershares | Dec. 31, 2014USD ($)travel_centershares | Dec. 31, 2013USD ($)travel_center |
Related Party Transaction [Line Items] | |||||||||||||
Common shares, shares outstanding | shares | 38,808,000 | 38,808,000 | 38,336,000 | ||||||||||
Percentage rent incurred | $ (1,266,000) | $ 3,671,000 | $ 2,540,000 | ||||||||||
Loss on extinguishment of debt | $ 10,502,000 | $ 0 | $ 0 | ||||||||||
Travel centers | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of properties acquired | travel_center | 3 | 4 | 9 | ||||||||||
Number of stores leased | travel_center | 194 | 194 | |||||||||||
Travel centers | Shell | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of stores subject to construction of network natural gas fueling lanes (up to) | travel_center | 100 | ||||||||||||
Principal landlord and largest shareholder | HPT | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares, shares outstanding | shares | 3,420,000 | 3,420,000 | |||||||||||
Percentage of outstanding common shares owned | 8.80% | 8.80% | |||||||||||
Number of leases | lease | 2 | 5 | 5 | ||||||||||
Number of sites subject to lease | 184 | 5 | |||||||||||
Lease payment multiple (as a percent) for basis in increase in rent | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||
Basis spread on U.S. Treasury interest rate (as a percent) | 3.50% | 3.50% | |||||||||||
Aggregate selling price of improvements sold | $ 99,896,000 | $ 66,133,000 | $ 83,912,000 | ||||||||||
Increase (decrease) in minimum annual rent | 8,491,000 | 5,621,000 | 7,133,000 | ||||||||||
Number of properties with certain assets owned | property | 11 | 11 | |||||||||||
Deferred rent payable | $ 150,000,000 | $ 150,000,000 | 150,000,000 | ||||||||||
Number of stores leased | property | 193 | 193 | |||||||||||
Principal landlord and largest shareholder | HPT | Travel centers | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate selling price of improvements sold | $ 279,383,000 | $ 279,383,000 | |||||||||||
Increase (decrease) in minimum annual rent | $ (3,874,000) | ||||||||||||
Number of properties sold | travel_center | 14 | 14 | |||||||||||
Aggregate purchase price of acquisition | $ 45,042,000 | $ 45,042,000 | |||||||||||
Number of properties acquired | travel_center | 5 | 5 | |||||||||||
Number of stores agreed to be sold | travel_center | 5 | ||||||||||||
Estimated development costs, including cost of land (not more than) | $ 118,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 10,502,000 | $ 10,502,000 | |||||||||||
Number of stores leased | travel_center | 192 | 192 | |||||||||||
Principal landlord and largest shareholder | HPT | Leasehold improvements | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Improvement assets to be purchased for an increase in rent | $ 43,986,000 | $ 43,986,000 | |||||||||||
Principal landlord and largest shareholder | HPT | Prior TA Lease | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of sites subject to lease | property | 144 | ||||||||||||
Increase (decrease) in minimum annual rent | $ (525,000) | $ 537,000 | |||||||||||
Percentage rent incurred | 2,902,000 | ||||||||||||
Annual rent due | $ 545,000 | ||||||||||||
Proceeds from VDOT | $ 6,178,000 | ||||||||||||
Principal landlord and largest shareholder | HPT | Petro Lease | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of leases | lease | 1 | 1 | |||||||||||
Number of sites subject to lease | property | 40 | ||||||||||||
Increase (decrease) in minimum annual rent | $ 1,275,000 | $ 105,000 | |||||||||||
Percentage rent incurred | $ 1,999,000 | $ 2,984,000 | $ 2,050,000 | ||||||||||
Deferred rent payable | $ 42,915,000 | $ 42,915,000 | |||||||||||
Number of stores leased | property | 40 | 40 | |||||||||||
Percentage rent waived upon agreement | $ 2,500,000 | ||||||||||||
Percentage rent waived | 1,121,000 | ||||||||||||
Cumulative percentage rent waived | $ 2,128,000 | ||||||||||||
Principal landlord and largest shareholder | HPT | Petro Lease | Ground rent | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Annual rent due | $ 1,260,000 | ||||||||||||
Principal landlord and largest shareholder | HPT | Petro Lease | Travel centers | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of stores leased | travel_center | 40 | 40 | |||||||||||
Principal landlord and largest shareholder | HPT | New TA Leases | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of leases | lease | 4 | 4 | 4 | ||||||||||
Increase (decrease) in minimum annual rent | $ 24,027,000 | ||||||||||||
Percentage rent, percentage of excess nonfuel revenue | 3.00% | ||||||||||||
Deferred rent payable | 107,085,000 | $ 107,085,000 | |||||||||||
Deferred gain from sale of assets | $ 133,668,000 | $ 133,668,000 | |||||||||||
Number of stores leased | property | 153 | 153 | |||||||||||
Percentage rent, percentage of excess fuel revenue | 0.30% | ||||||||||||
Principal landlord and largest shareholder | HPT | New TA Leases | Forecast | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage rent, percentage of excess nonfuel revenue | 3.00% |
Related Party Transactions - Su
Related Party Transactions - Summarized Information for Each of the New TA Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)renewal_optionproperty | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |||
Minimum Annual Rent | $ 233,211 | $ 212,711 | $ 205,413 |
Number of renewal options | renewal_option | 1 | ||
Principal landlord and largest shareholder | HPT | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 193 | ||
Minimum Annual Rent | $ 255,620 | ||
Deferred Rent | $ 150,000 | $ 150,000 | |
Number of renewal options | renewal_option | 2 | ||
Renewal term (in years) | 15 years | ||
Principal landlord and largest shareholder | HPT | New TA Leases | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 153 | ||
Deferred Rent | $ 107,085 | ||
Principal landlord and largest shareholder | HPT | New TA Lease 1 | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 39 | ||
Minimum Annual Rent | $ 48,862 | ||
Deferred Rent | $ 27,421 | ||
Principal landlord and largest shareholder | HPT | New TA Lease 2 | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 38 | ||
Minimum Annual Rent | $ 47,229 | ||
Deferred Rent | $ 29,107 | ||
Principal landlord and largest shareholder | HPT | New TA Lease 3 | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 38 | ||
Minimum Annual Rent | $ 50,077 | ||
Deferred Rent | $ 29,324 | ||
Principal landlord and largest shareholder | HPT | New TA Lease 4 | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 38 | ||
Minimum Annual Rent | $ 44,577 | ||
Deferred Rent | $ 21,233 | ||
Principal landlord and largest shareholder | HPT | Petro Lease | |||
Related Party Transaction [Line Items] | |||
Number of Sites | property | 40 | ||
Minimum Annual Rent | $ 64,875 | ||
Deferred Rent | $ 42,915 |
Related Party Transactions - Mi
Related Party Transactions - Minimum Lease Payments Under HPT Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
2,016 | $ 271,785 | |
2,017 | 269,752 | |
2,018 | 267,325 | |
2,019 | 263,880 | |
2,020 | 261,548 | |
Principal landlord and largest shareholder | HPT | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
2,016 | 255,620 | |
2,017 | 255,620 | |
2,018 | 255,620 | |
2,019 | 255,620 | |
2,020 | 255,620 | |
2,021 | 255,620 | |
2,022 | 255,620 | |
2,023 | 255,620 | |
2,024 | 307,133 | |
2,025 | 190,744 | |
2,026 | 227,982 | |
2,027 | 140,667 | |
2,028 | 178,937 | |
2,029 | 129,827 | |
2,030 | 76,037 | |
Deferred rent obligation | 150,000 | $ 150,000 |
Principal landlord and largest shareholder | HPT | Petro Lease | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
Deferred rent obligation | 42,915 | |
Estimated cost of removing underground storage tanks on leased properties | 8,598 | |
Principal landlord and largest shareholder | HPT | New TA Lease 3 | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
Deferred rent obligation | 29,324 | |
Estimated cost of removing underground storage tanks on leased properties | 7,913 | |
Principal landlord and largest shareholder | HPT | New TA Lease 2 | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
Deferred rent obligation | 29,107 | |
Estimated cost of removing underground storage tanks on leased properties | 9,163 | |
Principal landlord and largest shareholder | HPT | New TA Lease 1 | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
Deferred rent obligation | 27,421 | |
Estimated cost of removing underground storage tanks on leased properties | 8,967 | |
Principal landlord and largest shareholder | HPT | New TA Lease 4 | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
Deferred rent obligation | 21,233 | |
Estimated cost of removing underground storage tanks on leased properties | 10,228 | |
Principal landlord and largest shareholder | HPT | Ground leases | ||
Minimum Rent and Rent for Ground Leases Subleased from HPT | ||
2,016 | 8,849 | |
2,017 | 7,921 | |
2,018 | 7,354 | |
2,019 | 5,526 | |
2,020 | 4,132 | |
2,021 | 2,285 | |
2,022 | 1,571 | |
2,023 | 934 | |
2,024 | 700 | |
2,025 | 228 | |
2,026 | 2 | |
2,027 | 0 | |
2,028 | 0 | |
2,029 | 0 | |
2,030 | $ 0 |
Related Party Transactions - 76
Related Party Transactions - Summary of Various Amounts Reflected in Real Estate Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Total real estate rent expense | $ 231,591 | $ 217,155 | $ 209,320 |
HPT's landlords and other landlords | |||
Related Party Transaction [Line Items] | |||
Cash payments for rent | 10,583 | 10,786 | 10,206 |
Adjustments to recognize expense on a straight line basis | (151) | (270) | 29 |
Principal landlord and largest shareholder | HPT | |||
Related Party Transaction [Line Items] | |||
Cash payments for rent | 241,962 | 222,722 | 216,659 |
Change in accrued estimated percentage rent | (1,275) | 959 | 327 |
Adjustments to recognize expense on a straight line basis | (4,910) | (1,621) | (1,734) |
Less: sale leaseback financing obligation amortization | (974) | (2,380) | (1,644) |
Less: portion of rent payments recognized as interest expense | (3,445) | (5,887) | (7,400) |
Less: deferred tenant improvements allowance amortization | (5,019) | (6,769) | (6,769) |
Amortization of deferred gain on sale leaseback transactions | (5,180) | (385) | (354) |
Total real estate rent expense | $ 221,159 | $ 206,639 | $ 199,085 |
Related Party Transactions - 77
Related Party Transactions - Summary of Various Amounts Included in Condensed Consolidated Balance Sheets (Details) $ in Thousands | Jun. 01, 2015USD ($)travel_center | Dec. 31, 2015USD ($)travel_center | Dec. 31, 2015USD ($)travel_center | Dec. 31, 2014USD ($)travel_center | Dec. 31, 2013USD ($)travel_center |
Current HPT Leases liabilities: | |||||
Total Current HPT Leases liabilities | $ 37,030 | $ 37,030 | $ 31,637 | ||
Noncurrent HPT Leases liabilities: | |||||
Total Noncurrent HPT Leases liabilities | 385,498 | 385,498 | 332,934 | ||
Various Amounts Related to HPT Leases Included in Consolidated Balance Sheets (Footnotes): | |||||
Loss on extinguishment of debt | $ 10,502 | $ 0 | $ 0 | ||
Travel centers | |||||
Various Amounts Related to HPT Leases Included in Consolidated Balance Sheets (Footnotes): | |||||
Number of properties acquired | travel_center | 3 | 4 | 9 | ||
Principal landlord and largest shareholder | HPT | |||||
Current HPT Leases liabilities: | |||||
Accrued rent | 21,098 | $ 21,098 | $ 19,407 | ||
Sale leaseback financing obligation | 469 | 469 | 2,547 | ||
Straight line rent accrual | 2,458 | 2,458 | 2,529 | ||
Deferred gain | 9,235 | 9,235 | 385 | ||
Deferred tenant improvements allowance | 3,770 | 3,770 | 6,769 | ||
Total Current HPT Leases liabilities | 37,030 | 37,030 | 31,637 | ||
Noncurrent HPT Leases liabilities: | |||||
Deferred rent obligation | 150,000 | 150,000 | 150,000 | ||
Sale leaseback financing obligation | 20,719 | 20,719 | 82,591 | ||
Straight line rent accrual | 48,373 | 48,373 | 50,234 | ||
Deferred gain | 121,049 | 121,049 | 2,732 | ||
Deferred tenant improvements allowance | 45,357 | 45,357 | 47,377 | ||
Total Noncurrent HPT Leases liabilities | $ 385,498 | 385,498 | $ 332,934 | ||
Principal landlord and largest shareholder | HPT | Travel centers | |||||
Various Amounts Related to HPT Leases Included in Consolidated Balance Sheets (Footnotes): | |||||
Number of properties acquired | travel_center | 5 | 5 | |||
Loss on extinguishment of debt | $ 10,502 | $ 10,502 | |||
Aggregate deferred gain | $ 1,033 | ||||
Principal landlord and largest shareholder | HPT | Prior TA Lease | Travel center property | |||||
Various Amounts Related to HPT Leases Included in Consolidated Balance Sheets (Footnotes): | |||||
Number of sites reflected on consolidated balance sheets | travel_center | 9 | ||||
Principal landlord and largest shareholder | HPT | New TA Leases | |||||
Noncurrent HPT Leases liabilities: | |||||
Deferred rent obligation | 107,085 | 107,085 | |||
Various Amounts Related to HPT Leases Included in Consolidated Balance Sheets (Footnotes): | |||||
Deferred gain from sale of assets | $ 133,668 | $ 133,668 | |||
Principal landlord and largest shareholder | HPT | New TA Leases | Travel centers | |||||
Various Amounts Related to HPT Leases Included in Consolidated Balance Sheets (Footnotes): | |||||
Number of sites leased | travel_center | 2 | ||||
Number of sites subject to capital lease | travel_center | 4 |
Related Party Transactions - Pr
Related Party Transactions - Pro Forma Impact (Details) - Principal landlord and largest shareholder - HPT $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Related Party Transaction [Line Items] | |
Net Income | $ | $ 32,167 |
Basic and diluted earnings per share (in usd per share) | $ / shares | $ 0.85 |
Related Party Transactions - 79
Related Party Transactions - Relationship with RMR (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Management | Messrs. O'Brien, Rebholz and Young | |||
Related Party Transaction [Line Items] | |||
Percentage of management compensation paid by the Company | 80.00% | ||
Management | Messrs. O'Brien, Rebholz and Young | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of time allotted to the Company | 80.00% | ||
Affiliated entity | RMR | |||
Related Party Transaction [Line Items] | |||
Annual business management fee percentage | 0.60% | ||
Share in internal audit costs | $ 257 | $ 272 | $ 208 |
Business management agreement, automatic renewal term (in years) | 1 year | ||
Affiliated entity | RMR | Restricted shares | |||
Related Party Transaction [Line Items] | |||
Number of common shares awarded under the plan | 62 | 63 | 49 |
Market value of common shares awarded | $ 575 | $ 610 | $ 523 |
Affiliated entity | RMR | Restricted shares | Vested on the grant dates | |||
Related Party Transaction [Line Items] | |||
Vesting percentage | 20.00% | ||
Affiliated entity | RMR | Restricted shares | Vests on each of the next four anniversaries of the grant dates | |||
Related Party Transaction [Line Items] | |||
Vesting percentage | 20.00% | ||
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) | 120 days | ||
Period for written notice to withdraw, subject to approval by majority vote of Independent Directors | 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 | ||
Period of transition services (in days) | 120 days | ||
Affiliated entity | RMR | Selling, general and administrative expenses | |||
Related Party Transaction [Line Items] | |||
Business management fee | $ 13,179 | 12,272 | 10,758 |
Payment for property management services | $ 145 | $ 141 | $ 143 |
Related Party Transactions - Ot
Related Party Transactions - Other Relationships with HPT and RMR (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Affiliated entity | RMR | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of any class of equity shares that can be acquired | 9.80% |
Related Party Transactions - 81
Related Party Transactions - Relationship with AIC (Details) shares in Thousands | May. 09, 2014USD ($)shares | Jun. 30, 2015USD ($) | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)shareholdercompany | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Equity Investments | ||||||
Value of common shares purchased | $ 0 | $ 825,000 | $ 0 | |||
Income related to investment | $ 4,056,000 | 3,224,000 | 2,674,000 | |||
Affiliated entity | RMR | ||||||
Equity Investments | ||||||
Service fee percentage | 0.60% | |||||
Affiliated entity | AIC | RMR | ||||||
Equity Investments | ||||||
Number of companies managed by RMR | company | 4 | |||||
Equity method investee | AIC | ||||||
Equity Investments | ||||||
Common shares purchased | shares | 3 | |||||
Value of common shares purchased | $ 825,000 | $ 825,000 | ||||
Number of other shareholders in equity investment | shareholder | 6 | |||||
Ownership interest (as a percent) | 14.30% | |||||
Service fee percentage | 3.00% | |||||
Amount of investment | $ 6,054,000 | |||||
Carrying value of investment | 6,828,000 | 6,828,000 | ||||
Income related to investment | $ 20,000 | 89,000 | 334,000 | |||
Aggregate annual premiums paid | $ 2,283,000 | |||||
Equity method investee | AIC | Property coverage | ||||||
Equity Investments | ||||||
Insurance policy, term (in years) | 3 years | |||||
Annual property insurance coverage | $ 500,000 | |||||
Equity method investee | AIC | Other property coverage | ||||||
Equity Investments | ||||||
Insurance policy, term (in years) | 1 year | |||||
Annual property insurance coverage | $ 200,000 | |||||
Equity method investee | AIC | Property insurance annual premium | ||||||
Equity Investments | ||||||
Annual premiums for property insurance | $ 1,601,000 | $ 2,743,000 |
Related Party Transactions - Di
Related Party Transactions - Directors' and Officers' Liability Insurance (Details) - Directors and officers liability insurance - Affiliated entity - RMR | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015USD ($)company | Dec. 31, 2014USD ($)company | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Number of companies managed by RMR | company | 5 | 5 | |
Aggregate primary coverage | $ 10,000,000 | ||
Aggregate excess coverage | 20,000,000 | ||
Excess of non-indemnifiable coverage | $ 5,000,000 | ||
Total premium payable | $ 351,000 | $ 225,000 |
Related Party Transactions - 83
Related Party Transactions - Relationship with PTP (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)storeconvenience_storetravel_center | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |||
Number of stores | store | 456 | ||
Income related to investment | $ 4,056 | $ 3,224 | $ 2,674 |
Travel centers | |||
Related Party Transaction [Line Items] | |||
Number of stores | travel_center | 252 | ||
Joint venture | PTP | |||
Related Party Transaction [Line Items] | |||
Ownership interest (as a percent) | 40.00% | ||
Carrying value of investment | $ 20,042 | 20,807 | |
Net receivable | 43 | 430 | |
Income related to investment | 4,036 | 3,135 | 2,340 |
Joint venture | PTP | Property management and accounting fee | |||
Related Party Transaction [Line Items] | |||
Management and accounting fee income | $ 838 | $ 800 | $ 800 |
Joint venture | PTP | Travel centers | |||
Related Party Transaction [Line Items] | |||
Number of stores | travel_center | 2 | ||
Joint venture | PTP | Convenience stores | |||
Related Party Transaction [Line Items] | |||
Number of stores | convenience_store | 2 |
Contingencies (Details)
Contingencies (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2015violation | Feb. 28, 2014USD ($) | Dec. 31, 2015USD ($) | |
Litigation by California State Water Resources Control Board | |||
Commitments and contingencies | |||
Loss contingency liability | $ 1,718,000 | ||
Settlement amount | $ 1,800,000 | ||
Suspended penalties | 1,000,000 | ||
Maximum verified costs | $ 2,000,000 | ||
Number of alleged violations | violation | 5 | ||
Environmental matters | |||
Commitments and contingencies | |||
Total recorded liabilities | 4,713,000 | ||
Expected recoveries of future expenditures | 1,089,000 | ||
Loss contingency liability | 3,624,000 | ||
Loss contingency insurance limit for liabilities per incident | 10,000,000 | ||
Loss contingency insurance limit for liabilities | $ 25,000,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Total inventory | $ 183,492 | $ 172,750 |
Nonfuel products | ||
Inventory [Line Items] | ||
Total inventory | 159,256 | 146,370 |
Fuel products | ||
Inventory [Line Items] | ||
Total inventory | $ 24,236 | $ 26,380 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2015asegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 2 |
Travel Centers | |
Segment Reporting Information [Line Items] | |
Area of property (in acres) | a | 25 |
Segment Information - Segment R
Segment Information - Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | |||||||||||
Fuel | $ 4,055,448 | $ 6,149,449 | $ 6,481,252 | ||||||||
Nonfuel | 1,782,761 | 1,616,802 | 1,450,792 | ||||||||
Rent and royalties from franchisees | 12,424 | 12,382 | 12,687 | ||||||||
Total revenues | $ 1,351,056 | $ 1,508,993 | $ 1,582,883 | $ 1,407,701 | $ 1,725,998 | $ 2,009,217 | $ 2,076,109 | $ 1,967,309 | 5,850,633 | 7,778,633 | 7,944,731 |
Site level gross margin in excess of site level operating expenses | 504,038 | 503,202 | 396,885 | ||||||||
Corporate operating expenses | |||||||||||
Selling, general and administrative | 121,767 | 106,823 | 107,447 | ||||||||
Real estate rent | 231,591 | 217,155 | 209,320 | ||||||||
Depreciation and amortization | 72,383 | 65,584 | 58,928 | ||||||||
Income from operations | 2,709 | 21,444 | 21,974 | 32,170 | 56,512 | 25,324 | 26,939 | 4,865 | 78,297 | 113,640 | 21,190 |
Acquisition costs | 5,048 | 1,160 | 2,523 | ||||||||
Interest expense, net | 22,545 | 16,712 | 16,336 | ||||||||
Income from equity investees | 4,056 | 3,224 | 2,674 | ||||||||
Loss on extinguishment of debt | 10,502 | 0 | 0 | ||||||||
Income before income taxes | 44,258 | 98,992 | 5,005 | ||||||||
(Provision) benefit for income taxes | 2,619 | (6,157) | (2,515) | (10,486) | (18,632) | (9,442) | (9,673) | (276) | (16,539) | (38,023) | 26,618 |
Net income | (1,608) | $ 9,826 | $ 3,772 | $ 15,729 | 34,342 | $ 12,796 | $ 13,634 | $ 197 | 27,719 | 60,969 | 31,623 |
Capital expenditures for property and equipment | 295,437 | 169,825 | 164,242 | ||||||||
Acquisitions of businesses, net of cash acquired | 320,290 | 28,695 | 109,978 | ||||||||
Total assets | 1,635,094 | 1,402,817 | 1,635,094 | 1,402,817 | 1,238,772 | ||||||
Travel Centers | |||||||||||
Corporate operating expenses | |||||||||||
Acquisitions of businesses, net of cash acquired | 28,695 | 46,160 | |||||||||
Operating Segments | Travel Centers | |||||||||||
Revenues | |||||||||||
Fuel | 3,763,415 | 5,961,764 | 6,378,801 | ||||||||
Nonfuel | 1,626,646 | 1,539,996 | 1,442,715 | ||||||||
Rent and royalties from franchisees | 12,424 | 12,382 | 12,687 | ||||||||
Total revenues | 5,402,485 | 7,514,142 | 7,834,203 | ||||||||
Site level gross margin in excess of site level operating expenses | 483,009 | 492,618 | 393,505 | ||||||||
Corporate operating expenses | |||||||||||
Capital expenditures for property and equipment | 210,385 | 147,509 | 154,233 | ||||||||
Acquisitions of businesses, net of cash acquired | 9,338 | 28,695 | 44,622 | ||||||||
Total assets | 725,714 | 829,071 | 725,714 | 829,071 | 804,519 | ||||||
Operating Segments | Convenience Stores | |||||||||||
Revenues | |||||||||||
Fuel | 224,894 | 113,221 | 20,828 | ||||||||
Nonfuel | 155,197 | 76,634 | 8,077 | ||||||||
Rent and royalties from franchisees | 0 | 0 | 0 | ||||||||
Total revenues | 380,091 | 189,855 | 28,905 | ||||||||
Site level gross margin in excess of site level operating expenses | 17,259 | 8,834 | 1,639 | ||||||||
Corporate operating expenses | |||||||||||
Capital expenditures for property and equipment | 14,191 | 3,668 | 144 | ||||||||
Acquisitions of businesses, net of cash acquired | 310,952 | 0 | 65,356 | ||||||||
Total assets | 431,014 | 87,782 | 431,014 | 87,782 | 88,007 | ||||||
Corporate and Other | |||||||||||
Revenues | |||||||||||
Fuel | 67,139 | 74,464 | 81,623 | ||||||||
Nonfuel | 918 | 172 | 0 | ||||||||
Rent and royalties from franchisees | 0 | 0 | 0 | ||||||||
Total revenues | 68,057 | 74,636 | 81,623 | ||||||||
Site level gross margin in excess of site level operating expenses | 3,770 | 1,750 | 1,741 | ||||||||
Corporate operating expenses | |||||||||||
Selling, general and administrative | 121,767 | 106,823 | 107,447 | ||||||||
Real estate rent | 231,591 | 217,155 | 209,320 | ||||||||
Depreciation and amortization | 72,383 | 65,584 | 58,928 | ||||||||
Acquisition costs | 5,048 | 1,160 | 2,523 | ||||||||
Interest expense, net | 22,545 | 16,712 | 16,336 | ||||||||
Income from equity investees | 4,056 | 3,224 | 2,674 | ||||||||
Loss on extinguishment of debt | 10,502 | ||||||||||
(Provision) benefit for income taxes | (16,539) | (38,023) | 26,618 | ||||||||
Capital expenditures for property and equipment | 70,861 | 18,648 | 9,865 | ||||||||
Acquisitions of businesses, net of cash acquired | 0 | 0 | 0 | ||||||||
Total assets | $ 478,366 | $ 485,964 | $ 478,366 | $ 485,964 | $ 346,246 |
Selected Quarterly Financial 88
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Data (unaudited) | |||||||||||
Total revenues | $ 1,351,056 | $ 1,508,993 | $ 1,582,883 | $ 1,407,701 | $ 1,725,998 | $ 2,009,217 | $ 2,076,109 | $ 1,967,309 | $ 5,850,633 | $ 7,778,633 | $ 7,944,731 |
Gross profit (excluding depreciation) | 346,911 | 358,480 | 345,794 | 338,499 | 360,020 | 332,136 | 325,093 | 301,564 | |||
Income from operations | 2,709 | 21,444 | 21,974 | 32,170 | 56,512 | 25,324 | 26,939 | 4,865 | 78,297 | 113,640 | 21,190 |
(Provision) benefit for income taxes | 2,619 | (6,157) | (2,515) | (10,486) | (18,632) | (9,442) | (9,673) | (276) | (16,539) | (38,023) | 26,618 |
Net income (loss) | $ (1,608) | $ 9,826 | $ 3,772 | $ 15,729 | $ 34,342 | $ 12,796 | $ 13,634 | $ 197 | $ 27,719 | $ 60,969 | $ 31,623 |
Net income (loss) per common share: | |||||||||||
Basic and diluted (in usd per share) | $ (0.04) | $ 0.26 | $ 0.10 | $ 0.41 | $ 0.91 | $ 0.34 | $ 0.36 | $ 0.01 | $ 0.72 | $ 1.62 | $ 1.06 |
Comprehensive income (loss) | $ (1,652) | $ 9,514 | $ 3,754 | $ 15,428 | $ 34,184 | $ 12,538 | $ 13,825 | $ 24 | $ 27,044 | $ 60,570 | $ 31,158 |
Benefit related to reinstatement of biodiesel and renewable energy fuel tax credits | $ 7,997 | $ 6,898 |