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Share Name | Share Symbol | Market | Type |
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TravelCenters of America Inc | NASDAQ:TA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 86.00 | 84.21 | 88.25 | 0 | 01:00:00 |
TRAVELCENTERS OF AMERICA LLC
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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20-5701514
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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24601 Center Ridge Road, Suite 200, Westlake, OH 44145-5639
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(Address of Principal Executive Offices)
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(440) 808-9100
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(Registrant's Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Shares
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The NASDAQ Stock Market LLC
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8.25% Senior Notes due 2028
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The NASDAQ Stock Market LLC
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8.00% Senior Notes due 2029
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The NASDAQ Stock Market LLC
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8.00% Senior Notes due 2030
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The NASDAQ Stock Market LLC
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
o
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Smaller reporting company
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(Do not check if a smaller reporting company)
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OUR OPERATING RESULTS FOR THE YEAR ENDED
DECEMBER 31, 2016
, REFLECT INCREASES IN NONFUEL SALES AND GROSS MARGIN OVER THE SAME PERIOD LAST YEAR, WHICH MAY IMPLY THAT OUR NONFUEL SALES AND MARGIN WILL CONTINUE TO IMPROVE. HOWEVER, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR NONFUEL SALES AND THE COSTS OF OUR NONFUEL PRODUCTS MAY INCREASE IN THE FUTURE BECAUSE OF INFLATION OR OTHER REASONS. IF WE ARE NOT ABLE TO PASS INCREASED NONFUEL COSTS TO OUR CUSTOMERS, IF OUR NONFUEL SALES VOLUMES DECLINE OR IF OUR NONFUEL SALES MIX CHANGES IN A MANNER THAT NEGATIVELY IMPACTS OUR NONFUEL MARGIN, OUR NONFUEL SALES AND/OR MARGIN MAY DECLINE;
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WE HAVE INVESTED AND EXPECT TO CONTINUE TO INVEST TO DEVELOP, ACQUIRE AND IMPROVE TRAVEL CENTERS, CONVENIENCE STORES AND STANDALONE RESTAURANTS AND WE EXPECT THESE INVESTMENTS WILL PRODUCE IMPROVED FINANCIAL RESULTS AFTER A PERIOD OF STABILIZATION. HOWEVER, MANY OF THE LOCATIONS WE HAVE ACQUIRED PRODUCED OPERATING RESULTS THAT CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS CONTINUING INCREASES IN GASOLINE AND DIESEL ENGINE EFFICIENCY AND THE IMPACT OF CHANGES IN U.S. AND LOCAL ECONOMIC CONDITIONS ON THE LEVEL OF DEMAND FOR OUR GOODS AND SERVICES. ALSO, OUR FUTURE OPERATING INCOME AND NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS WILL DEPEND UPON MANY FACTORS IN ADDITION TO THE RESULTS REALIZED FROM OUR ACQUIRED LOCATIONS; ACCORDINGLY, ANY INCREASES IN OUR FUTURE INCOME AND NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS MAY TAKE LONGER THAN EXPECTED AND MAY NOT OCCUR;
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WE HAVE MADE ACQUISITIONS, HAVE AGREED TO MAKE ADDITIONAL ACQUISITIONS, INTEND TO COMPLETE CONSTRUCTION OF A NEW TRAVEL CENTER ON LAND THAT WE OWN AND TO SELL IT TO HOSPITALITY PROPERTIES TRUST, OR HPT, UPON COMPLETION OF ITS DEVELOPMENT AND EXPECT THAT WE MAY DEVELOP NEW TRAVEL CENTERS IN THE FUTURE ON LAND WE OWN. THESE STATEMENTS MAY IMPLY THAT OUR PENDING AND CONTEMPLATED ACQUISITIONS, DEVELOPMENT PROJECTS AND SALE TO HPT AND OTHER FUTURE DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THESE COMPLETED EVENTS WILL IMPROVE OUR FUTURE PROFITS. HOWEVER, OUR ACQUISITIONS ARE SUBJECT TO CLOSING CONDITIONS THAT MAY NOT BE MET AND AS A RESULT OUR PLANNED ACQUISITIONS MAY NOT BE COMPLETED OR MAY BE DELAYED OR THEIR TERMS MAY CHANGE. FURTHER, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS THAT YIELD PROFITS, INCLUDING COMPETITION FOR SUCH ACQUISITIONS FROM OTHER BUYERS, OUR INABILITY TO NEGOTIATE ACCEPTABLE PURCHASE TERMS AND THE POSSIBILITY THAT WE MAY NEED TO USE OUR AVAILABLE FUNDS FOR OTHER PURPOSES. WE MAY DETERMINE TO DELAY OR NOT TO PROCEED WITH PENDING ACQUISITIONS OR DEVELOPMENT PROJECTS. ALTHOUGH WE HAVE AN AGREEMENT TO SELL TO, AND LONG TERM LEASE BACK FROM, HPT A DEVELOPMENT PROPERTY UPON ITS COMPLETION, HPT'S PURCHASE IS SUBJECT TO CONDITIONS AND THOSE CONDITIONS MAY NOT BE SATISFIED. ALSO, OUR DEVELOPMENT COSTS COULD EXCEED THE MAXIMUM AMOUNT HPT HAS AGREED TO FUND AND FUTURE DEVELOPMENT COSTS WE MAY INCUR MAY RENDER POSSIBLE FUTURE DEVELOPMENT
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WE CURRENTLY PLAN TO CONTINUE TO INVEST IN NEW AND EXISTING LOCATIONS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT WE HAVE OR WILL HAVE SUFFICIENT CAPITAL TO MAKE THE INVESTMENTS WE HAVE IDENTIFIED AS WELL AS OTHER INVESTMENTS THAT WE HAVE NOT YET IDENTIFIED. HOWEVER, THERE CAN BE NO ASSURANCE THAT WE WILL HAVE SUFFICIENT CAPITAL FOR SUCH INVESTMENTS. THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT. SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED AND THE PROCEEDS FROM OUR SALES OF IMPROVEMENTS, IF ANY, TO HPT MAY BE LESS THAN ANTICIPATED. CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO COMPLETE IN THE FUTURE (AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, OR FOR OTHER REASONS) MAY ARISE AND CAUSE US TO SPEND MORE THAN CURRENTLY ANTICIPATED. SOME CAPITAL PROJECTS TAKE MORE TIME TO COMPLETE THAN ANTICIPATED. AS A RESULT OF MARKET CONDITIONS OR OTHER CONSIDERATIONS, WE MAY DEFER CERTAIN CAPITAL PROJECTS AND ANY SUCH DEFERRALS MAY HARM OUR BUSINESS OR REQUIRE US TO MAKE LARGER CAPITAL EXPENDITURES IN THE FUTURE. ALSO, WE MAY BE UNABLE TO ACCESS REASONABLY PRICED CAPITAL TO COMPLETE SUCH INVESTMENTS IN THE FUTURE;
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WE ARE CURRENTLY ENGAGED IN LITIGATION AGAINST FLEETCOR TECHNOLOGIES INC., OR FLEETCOR, AND ITS SUBSIDIARY COMDATA INC., OR COMDATA. THIS ANNUAL REPORT STATES THAT WE BELIEVE COMDATA HAS WRONGFULLY ATTEMPTED TO TERMINATE OUR AGREEMENTS WITH COMDATA, INCLUDING THE AGREEMENT FOR COMDATA TO PROCESS PAYMENTS THAT WE ACCEPT USING COMDATA ISSUED FUEL CARDS FOR CONTRACTUALLY AGREED FEES. THE DELAWARE COURT OF CHANCERY, WHERE THIS LITIGATION IS PENDING, HAS DENIED OUR REQUESTS FOR A PRELIMINARY INJUNCTION AND FOR PARTIAL PRE-TRIAL JUDGMENT ON THE PLEADINGS AND COMDATA HAS UNILATERALLY RAISED THE FEES IT CHARGES US BY APPROXIMATELY $850 THOUSAND TO $1 MILLION PER MONTH BEGINNING FEBRUARY 1, 2017. A TRIAL OF THIS DISPUTE IS SCHEDULED TO BEGIN IN APRIL 2017. WE HOPE TO RECOVER THE ADDITIONAL FEES CURRENTLY BEING CHARGED TO US PLUS STATUTORY PENALTIES AND LITIGATION COSTS AT THIS TRIAL. HOWEVER, DESPITE OUR BELIEF IN THE MERITS OF OUR POSITIONS IN THIS LITIGATION, WE MAY NOT PREVAIL IN THIS PENDING LITIGATION. WE MAY NOT RECOVER THE INCREASED FEES WE HAVE BEEN CHARGED SINCE FEBRUARY 1, 2017. MOREOVER, THESE INCREASED FEES MAY CONTINUE IN THE FUTURE OR MAY BE INCREASED FURTHER. IF WE DO NOT PREVAIL IN THIS LITIGATION, WE WILL NO LONGER HAVE A MERCHANT AGREEMENT WITH COMDATA AND, IF WE DO NOT THEN ENTER A NEW MERCHANT AGREEMENT WITH COMDATA, WE MAY LOSE A MATERIAL AMOUNT OF FUTURE BUSINESS FROM OUR CUSTOMERS WHO USE COMDATA ISSUED FUEL CARDS. EVEN IF WE PREVAIL IN THIS LITIGATION, WE MAY NEED TO REACH A NEW AGREEMENT WITH FLEETCOR AND COMDATA REGARDING FEES BEFORE OUR MERCHANT AGREEMENT EXPIRES ACCORDING TO ITS PRESENT TERMS ON JANUARY 2, 2022. MOREOVER, THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO OUR MANAGEMENT AND IT IS EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE BEYOND THE CURRENTLY SCHEDULED TRIAL BECAUSE OF DELAYS, APPEALS AND OTHERWISE;
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WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF $200.0 MILLION, WHICH WE REFER TO AS OUR CREDIT FACILITY. HOWEVER, THE MAXIMUM AMOUNT AVAILABLE TO US FOR BORROWINGS AND LETTERS OF CREDIT IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, INCLUDING ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORY THAT VARY IN AMOUNT FROM TIME TO TIME. ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN $200.0 MILLION. AT
DECEMBER 31, 2016
, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS
$102.6
MILLION, OF WHICH WE HAD USED
$23.1
MILLION FOR OUTSTANDING LETTERS OF CREDIT. THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO $300 MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION. HOWEVER, IF WE DO NOT HAVE SUFFICIENT COLLATERAL OR IF WE ARE UNABLE TO IDENTIFY LENDERS WILLING TO INCREASE THEIR COMMITMENTS OR JOIN OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO INCREASE OUR CREDIT FACILITY SIZE OR THE AVAILABILITY OF BORROWINGS WHEN WE MAY NEED OR WANT TO DO SO;
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WE HAVE AGREED TO SELL AND LEASE BACK TO HPT, UPON COMPLETION OF ITS DEVELOPMENT, A FULL SERVICE TRAVEL CENTER. THIS STATEMENT MAY IMPLY THAT THIS DEVELOPMENT PROJECT AND RELATED SALE AND LEASEBACK TRANSACTION WILL BE COMPLETED. HOWEVER, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO DEVELOP AND SELL AND LEASE BACK THIS ADDITIONAL LOCATION, INCLUDING PERMITTING REQUIREMENTS. ALSO, OUR AND HPT'S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF LARGE, COMPLEX REAL ESTATE TRANSACTIONS. SOME OF THESE TERMS AND CONDITIONS MAY NOT BE SATISFIED AND, AS A RESULT, THIS TRANSACTION MAY BE DELAYED, MAY NOT OCCUR OR THE TERMS MAY CHANGE; AND
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WE MAY FINANCE OR SELL UNENCUMBERED REAL ESTATE THAT WE OWN. HOWEVER, WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE.
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THE TREND TOWARDS IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION AND ALTERNATIVE FUEL PRACTICES EMPLOYED BY OUR CUSTOMERS AND ALTERNATIVE FUEL TECHNOLOGIES THAT MAY BE DEVELOPED AND WIDELY ADOPTED IN THE FUTURE MAY CONTINUE TO REDUCE THE DEMAND FOR THE FUEL THAT WE SELL AND MAY ADVERSELY AFFECT OUR BUSINESS;
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COMPETITION WITHIN THE TRAVEL CENTER, CONVENIENCE STORE AND RESTAURANT INDUSTRIES MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS;
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FUTURE INCREASES IN FUEL PRICES MAY REDUCE THE DEMAND FOR THE PRODUCTS AND SERVICES THAT WE SELL BECAUSE HIGH FUEL PRICES MAY ENCOURAGE FUEL CONSERVATION, DIRECT FREIGHT BUSINESS AWAY FROM TRUCKING OR OTHERWISE ADVERSELY AFFECT THE BUSINESS OF OUR CUSTOMERS;
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FUTURE COMMODITY FUEL PRICE INCREASES, FUEL PRICE VOLATILITY OR OTHER FACTORS MAY CAUSE US TO NEED MORE WORKING CAPITAL TO MAINTAIN OUR INVENTORY AND CARRY OUR ACCOUNTS RECEIVABLE THAN WE NOW EXPECT AND THE GENERAL AVAILABILITY OF, DEMAND FOR AND PRICING CHARACTERISTICS OF MOTOR FUELS MAY CHANGE IN WAYS WHICH LOWER THE PROFITABILITY ASSOCIATED WITH SELLING MOTOR FUELS TO OUR CUSTOMERS;
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OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO MAINTAIN THE CURRENT CREDIT TERMS FOR OUR PURCHASES. IF WE ARE UNABLE TO PURCHASE GOODS ON REASONABLE CREDIT TERMS, OUR REQUIRED WORKING CAPITAL MAY INCREASE AND WE MAY INCUR MATERIAL LOSSES. ALSO, IN TIMES OF RISING FUEL AND NONFUEL PRICES OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO INCREASE THE CREDIT AMOUNTS THEY EXTEND TO US, WHICH MAY INCREASE OUR WORKING CAPITAL REQUIREMENTS. THE AVAILABILITY AND THE TERMS OF ANY CREDIT WE MAY BE ABLE TO OBTAIN ARE UNCERTAIN;
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ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;
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MOST OF OUR TRUCKING COMPANY CUSTOMERS TRANSACT BUSINESS WITH US BY USE OF FUEL CARDS, MOST OF WHICH ARE ISSUED BY THIRD PARTY FUEL CARD COMPANIES. THE FUEL CARD INDUSTRY HAS ONLY A FEW SIGNIFICANT PARTICIPANTS. WE BELIEVE ALMOST ALL TRUCKING COMPANIES USE ONLY ONE FUEL CARD PROVIDER AND HAVE BECOME INCREASINGLY DEPENDENT UPON SERVICES PROVIDED BY THEIR RESPECTIVE FUEL CARD PROVIDER TO MANAGE THEIR FLEETS. FUEL CARD COMPANIES FACILITATE PAYMENTS TO US AND CHARGE US FEES FOR THESE SERVICES. COMPETITION, OR LACK THEREOF, AMONG FUEL CARD COMPANIES MAY RESULT IN FUTURE INCREASES IN OUR TRANSACTION FEE EXPENSES OR WORKING CAPITAL REQUIREMENTS, OR BOTH;
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FUEL SUPPLY DISRUPTIONS MAY OCCUR, WHICH MAY LIMIT OUR ABILITY TO OBTAIN FUEL;
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COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, INCLUDING THOSE RELATED TO TAX, EMPLOYMENT AND ENVIRONMENTAL MATTERS, ACCOUNTING
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WE ARE ROUTINELY INVOLVED IN LITIGATION. DISCOVERY AND COURT DECISIONS DURING LITIGATION OFTEN HAVE UNANTICIPATED RESULTS. LITIGATION IS USUALLY EXPENSIVE AND CAN BE DISTRACTING TO MANAGEMENT. WE CAN NOT BE SURE OF THE OUTCOME OF ANY OF THE LITIGATION MATTERS IN WHICH WE ARE OR MAY BECOME INVOLVED;
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ACTS OF TERRORISM, GEOPOLITICAL RISKS, WARS, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS; AND
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ALTHOUGH WE BELIEVE THAT WE BENEFIT FROM OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING HPT, THE RMR GROUP LLC, AFFILIATES INSURANCE COMPANY AND OTHERS AFFILIATED WITH THEM, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH RELATED PARTIES MAY PRESENT A CONTRARY APPEARANCE OR RESULT IN LITIGATION AND THE BENEFITS WE BELIEVE WE MAY REALIZE FROM THE RELATIONSHIPS MAY NOT MATERIALIZE.
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During the period 2011 through
2016
, we acquired and developed
318
travel centers, convenience stores and standalone restaurants and have invested an aggregate of
$855.0 million
to develop, purchase and improve these locations.
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As of
December 31, 2016
, we had entered agreements to acquire a travel center and the businesses of
six
standalone restaurants from two of our franchisees for an aggregate purchase price of
$19.1 million
. To the date of this Annual Report, we completed the purchase of the
six
standalone restaurants and we expect to complete the remaining travel center acquisition in the first half of
2017
, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.
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During
2017
, to the date of this Annual Report, we entered an agreement to acquire a travel center for a purchase price of
$4.2 million
. We expect to complete this acquisition in the first half of 2017, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.
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over
25
acres of land with parking for approximately
200
tractor trailers and
100
cars;
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a full service restaurant and
one
or more QSRs that we operate as a franchisee under various brands;
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a truck repair facility and parts store;
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multiple diesel and gasoline fueling points, including DEF at the diesel lanes; and
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a travel store, game room, lounge and other amenities for professional truck drivers and motorists.
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Fuel.
We sell diesel fuel at separate truck fueling lanes and gasoline and diesel fuel at motorist fuel islands. As of
December 31, 2016
, we offered branded gasoline at
238
of our
255
locations and unbranded gasoline at
six
of our travel centers operated by our franchisees.
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Diesel Exhaust Fluid.
DEF is an additive that is required by most truck engines manufactured after 2010. As of
December 31, 2016
, we offered DEF from dispensers on the diesel fueling island at all of our travel centers.
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Full Service Restaurants and QSRs.
Most of our travel centers have both full service restaurants and QSRs that offer customers a wide variety of nationally recognized branded food choices. The substantial majority of our full service restaurants within travel centers are operated under our Iron Skillet® and Country Pride® brands and offer menu table service and buffets. We also operate approximately
35
different brands of QSRs, including Arby's®, Burger King®, Dunkin' Donuts®, Pizza Hut®, Popeye's Chicken & Biscuits®, Starbuck's Coffee®, Subway® and Taco Bell®. As of
December 31, 2016
, approximately
200
of our travel centers included a full service restaurant, approximately
160
of our travel centers offered at least
one
QSR and there were a total of approximately
430
QSRs in our
255
travel centers.
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Truck Service.
Most of our travel centers have truck repair and maintenance facilities. Our
243
truck repair and maintenance facilities typically have between
two
and
eight
service bays and are staffed by mechanics and service technicians employed by us or our franchisees. These shops generally operate 24 hours per day, 365 days per year and offer extensive maintenance and emergency repair and road services, ranging from basic services such as oil changes, wheel alignments and tire repair to specialty services such as diagnostics and repair of air conditioning, brakes and electrical systems and diesel filter cleaning. Our repair and maintenance services are generally covered by our warranty. Most of our truck repair and maintenance facilities provide some warranty work on Daimler Trucks North America, or Daimler, brand trucks through our participation in the Freightliner ServicePoint® and Western Star ServicePoint® programs, as described under the heading "Operations - Daimler Agreement" below.
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Travel Stores.
Our travel stores located at a travel center have a selection of over
4,700
items, including packaged food and snack items, beverages, non-prescription drug and beauty supplies, batteries, automobile accessories, and music and video products. Each travel store also has a "to go" bar offering fresh brewed coffee, hot dogs, prepared sandwiches and other prepared foods. The travel stores in our travel centers also sell items specifically designed for the truck driver's "on the road" lifestyle, including laundry supplies, clothing, truck accessories and a variety of electronics. In 2015, we began to use Minit Mart branding at the travel stores in our travel centers; as of December 31, 2016,
47
of these include Minit Mart signage and branding elements, 22 of which were completed during 2016.
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Parking
. Our travel centers offer the Reserve-It!® parking program, which allows drivers to reserve for a fee a parking space in advance of arriving at a travel center.
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Additional Driver Services.
We believe that trucking fleets can improve the retention and recruitment of truck drivers by directing them to visit large, high quality, full service travel centers with plentiful overnight parking. We offer commercial trucker and other customer loyalty programs, the principal program being the UltraOne® Club, that are similar to the frequent shopper programs offered by other retailers. Drivers receive points for diesel fuel purchases and for spending on selected nonfuel products and services. These points may be redeemed for discounts on nonfuel products and services at our travel centers. In addition, we publish a magazine called RoadKing® which includes articles and advertising of interest to professional truck drivers. Some of our travel centers offer casino gaming. We strive to provide a consistently high level of service and amenities to professional truck drivers at all of our travel centers, making our travel centers an attractive choice for trucking fleets. Most of our travel centers provide truck drivers the amenities listed below:
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specialized business services, including an information center where drivers can send and receive faxes, overnight mail and other communications;
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a banking desk where drivers can cash checks and receive funds transfers from fleet operators;
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wi-fi internet access;
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a laundry area with washers and dryers;
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private showers;
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free exercise facilities; and
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areas designated for truck drivers only, including a theater or big screen television room with a video player and comfortable seating.
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approximately
10
fueling positions;
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approximately
3,700
square feet of interior space;
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at least one QSR offering; and
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various nonfuel offerings such as coffee, groceries and fresh foods.
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Fuel.
We sell branded gasoline and unbranded diesel fuel at our convenience stores. As of
December 31, 2016
, we offered branded gasoline at all of our
233
convenience stores and offered unbranded diesel fuel at approximately
32
of our convenience stores.
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Nonfuel Offerings.
Our convenience stores generally have a selection of over
3,100
items, including packaged food and snack items, beverages, beer and wine, tobacco products, non-prescription drug and beauty supplies, batteries, and automobile accessories. Each convenience store also has a "to go" bar offering fresh brewed coffee, fountain drinks, hot dogs, prepared sandwiches and other prepared foods. As of
December 31, 2016
, 83 of our convenience stores also offered car washes.
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QSRs.
Many of our convenience stores have a nationally recognized branded QSR. We operate
26
different brands of QSRs at our convenience stores, including O'Deli's Subs®, Godfather's Pizza®, Hunt Brothers Pizza®, Subway® and Dunkin' Donuts®. As of
December 31, 2016
,
105
of our convenience stores offered at least
one
QSR and there were a total of
187
QSRs in our
233
convenience stores.
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property insurance in an amount equal to the full replacement cost of at risk improvements at our leased properties;
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business interruption insurance;
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general liability insurance, including bodily injury and property damage, in amounts that are generally maintained by companies operating travel centers;
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flood insurance for any property located in whole or in part in a flood plain;
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workers' compensation insurance if required by law; and
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such additional insurance as may be generally maintained by companies operating travel centers, including certain environmental insurance.
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our failure to pay rent or any other amounts when due;
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our failure to maintain the insurance required under the lease;
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the occurrence of certain events with respect to our insolvency;
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the institution of a proceeding for our bankruptcy or dissolution;
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our failure to continuously operate any leased properties without HPT's consent;
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the acquisition by any person or group of beneficial ownership of
9.8%
or more of our voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors; the sale of a material part of the assets of us or any such tenant or guarantor; or the cessation of certain continuing directors constituting a majority of the board of directors of us or any such tenant or guarantor; in each case without the consent of HPT;
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our default under any indebtedness of
$10.0 million
or more for the TA Leases, or
$20.0 million
or more for the Petro Lease, that gives the holder the right to accelerate the maturity of the indebtedness; and
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our failure to perform certain other covenants or agreements of the lease and the continuance thereof for a specified period of time after written notice.
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accelerate the rent;
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terminate the lease; and/or
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make any payment or perform any act required to be performed by us under the lease and receive from us, on demand, an amount equal to the amount so expended by HPT plus interest.
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Brand Affiliation:
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Ownership of Sites By:
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TA
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Petro
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QSL
(1)
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Total
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TA
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Franchisee
or Others
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Alabama
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1
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1
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—
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2
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1
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1
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Florida
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—
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—
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1
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1
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—
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1
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Georgia
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1
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—
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—
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1
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1
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—
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Illinois
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—
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1
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—
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1
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—
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1
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Indiana
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—
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—
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1
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1
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—
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1
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Iowa
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1
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—
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1
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2
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—
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|
2
|
|
Kansas
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Kentucky
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Louisiana
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Minnesota
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Missouri
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
New Jersey
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
North Carolina
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
North Dakota
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Ohio
|
1
|
|
|
1
|
|
|
9
|
|
|
11
|
|
|
|
—
|
|
|
11
|
|
Oregon
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Pennsylvania
|
1
|
|
|
—
|
|
|
12
|
|
|
13
|
|
|
|
—
|
|
|
13
|
|
South Carolina
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Tennessee
|
2
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
|
1
|
|
|
3
|
|
Texas
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
2
|
|
|
1
|
|
Virginia
|
1
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
West Virginia
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
1
|
|
|
2
|
|
|
3
|
|
|
6
|
|
|
|
—
|
|
|
6
|
|
Total
|
16
|
|
|
14
|
|
|
39
|
|
|
69
|
|
|
|
5
|
|
|
64
|
|
(1)
|
Since
December 31, 2016
, to the date of this Annual Report we acquired
six
standalone restaurants in Pennsylvania that were owned and operated by one of our franchisees, and this franchise agreement was terminated as part of the acquisition.
|
•
|
findings of suitability by the relevant gaming authorities with respect to, or licensure of, certain of our and our licensed subsidiaries' officers, directors and key employees and certain individuals having a material relationship with us or our licensed subsidiaries;
|
•
|
findings of suitability by the relevant gaming authorities with respect to certain of our security holders and restrictions on ownership of certain of our securities;
|
•
|
prior approval in certain circumstances by the relevant gaming authorities of offerings of our securities;
|
•
|
prior approval by the relevant gaming authorities of changes in control of us; and
|
•
|
specified reporting requirements.
|
•
|
HPT is our largest shareholder, owning
8.7%
of our outstanding common shares as of December 31, 2016, and we lease a large majority of our travel centers from HPT.
|
•
|
One of our Managing Directors, Barry M. Portnoy, and his son, Adam D. Portnoy, are the managing trustees of HPT.
|
•
|
Our other Managing Director, Thomas M. O'Brien, is a former executive officer of HPT from before we became a separate public company in 2007.
|
•
|
RMR provides us with business management services pursuant to a business management agreement and property management services at our headquarters building pursuant to a property management agreement, and RMR provides business and property management services to HPT. Adam D. Portnoy and Barry M. Portnoy are the controlling shareholders, managing directors, officers and employees of The RMR Group Inc. and they are officers of, and own equity interests in, RMR. The RMR Group Inc. is the managing member of RMR and RMR is a subsidiary of The RMR Group Inc.
|
•
|
Barry M. Portnoy and all of our Independent Directors are members of the boards of trustees or boards of directors of other public companies to which RMR or its affiliates provides management services.
|
•
|
Thomas M. O'Brien, our President and Chief Executive Officer, Andrew J. Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark R. Young, our Executive Vice President and General Counsel, are also officers of RMR.
|
•
|
In the event of conflicts between us and RMR, any affiliate of RMR or any publicly owned entity with which RMR has a relationship, including HPT, 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, HPT and five other companies to which RMR provides management services currently own Affiliates Insurance Company, an Indiana insurance company, or AIC, and are parties to an amended and restated shareholders agreement regarding AIC.
|
•
|
the division of our Directors into three classes, with the term of one class expiring each year;
|
•
|
the authority of our Board of Directors, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on the Board of Directors;
|
•
|
limitations on the ability of shareholders to cause a special meeting of shareholders to be held and a prohibition on shareholders acting by written consent unless the consent is a unanimous consent of all our shareholders entitled to vote on the matter;
|
•
|
required qualifications for an individual to serve as a Director and a requirement that certain of our Directors be “Managing Directors” and other Directors be “Independent Directors,” as defined in the governing documents;
|
•
|
the power of our Board of Directors, without shareholders' approval, to authorize and issue additional shares of any class or type on terms that it determines;
|
•
|
limitations on the ability of our shareholders to propose nominees for election as Directors and propose other business to be considered at a meeting of shareholders;
|
•
|
a requirement that an individual Director may only be removed for cause and then only by unanimous vote of the other Directors; and a 75% shareholders' vote and cause requirements for removal of our entire Board of Directors;
|
•
|
a 75% shareholders' vote requirement for shareholder nominations and other proposals that are not approved by our Board of Directors;
|
•
|
our election to be governed by Section 203 of the Delaware General Corporation Law, which would prohibit us from engaging in a business combination with an interested shareholder, generally a person that together with its affiliates owns or within the last three years has owned 15% of our voting shares, for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner;
|
•
|
requirements that shareholders comply with regulatory requirements (including Illinois, Louisiana, Montana and Nevada gaming and Indiana insurance licensing requirements) affecting us which could effectively limit share ownership of us, including in some cases, to 5% of our outstanding shares; and
|
•
|
requirements that any person nominated to be a Director comply with any clearance and pre-clearance requirements of state gaming or insurance licensing laws applicable to our business.
|
•
|
shareholders whose ownership of our securities exceeds certain thresholds may be required to report their holdings to and to be licensed, found suitable or approved by the relevant state gaming authorities;
|
•
|
persons seeking to acquire control over us or over the operation of our gaming license are subject to prior investigation by and approval from the relevant gaming authorities;
|
•
|
persons who wish to serve as one of our Directors or officers may be required to be approved, found suitable and in some cases licensed, by the relevant state gaming authorities; and
|
•
|
the relevant state gaming authorities may limit our involvement with or ownership of securities by persons they determine to be unsuitable.
|
•
|
the liquidity of the market for our common shares;
|
•
|
our historic policy to not pay cash dividends;
|
•
|
changes in our operating results;
|
•
|
issuances of additional common shares and sales of our common shares by holders of large blocks of our common shares, such as HPT or our officers or Directors.
|
•
|
a lack of analyst coverage, changes in analysts' expectations and unfavorable research reports; and
|
•
|
general economic and industry trends and conditions.
|
•
|
the Senior Notes are unsecured and effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;
|
•
|
an active trading market for the Senior Notes may not be maintained or be liquid;
|
•
|
we depend upon our subsidiaries for cash flow to service our debt, and the Senior Notes are structurally subordinated to the payment of the indebtedness, lease and other liabilities and any preferred equity of our subsidiaries;
|
•
|
the Senior Notes are not rated;
|
•
|
redemption may adversely affect noteholders' return on the Senior Notes; and
|
•
|
an increase in market interest rates and other factors could result in a decrease in the value of the Senior Notes.
|
|
Brand Affiliation:
|
|
|
Ownership of Sites by:
|
||||||||||||||||||||||||||
|
TA
|
|
Petro
|
|
Minit
Mart
(1)
|
|
QSL
(2)
|
|
Others
(3)
|
|
Total
|
|
|
TA
|
|
HPT
|
|
Joint
Venture
|
|
Others
(4)
|
||||||||||
Alabama
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Arizona
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Arkansas
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
California
|
9
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
17
|
|
|
|
—
|
|
|
11
|
|
|
6
|
|
|
—
|
|
Colorado
|
4
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Connecticut
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Florida
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Georgia
|
6
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Idaho
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Illinois
|
7
|
|
|
3
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
|
36
|
|
|
10
|
|
|
—
|
|
|
6
|
|
Indiana
|
8
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Iowa
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Kansas
|
1
|
|
|
1
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
|
21
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Kentucky
|
2
|
|
|
2
|
|
|
68
|
|
|
—
|
|
|
1
|
|
|
73
|
|
|
|
49
|
|
|
3
|
|
|
—
|
|
|
21
|
|
Louisiana
|
4
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Maryland
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Michigan
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Minnesota
|
1
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Mississippi
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Missouri
|
4
|
|
|
1
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
|
39
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Montana
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nebraska
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
New Hampshire
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
New Jersey
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
New Mexico
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
1
|
|
New York
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
North Carolina
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
North Dakota
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ohio
|
9
|
|
|
4
|
|
|
11
|
|
|
7
|
|
|
—
|
|
|
31
|
|
|
|
11
|
|
|
14
|
|
|
—
|
|
|
6
|
|
Oklahoma
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Oregon
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Pennsylvania
|
8
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
11
|
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Rhode Island
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
South Carolina
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Tennessee
|
6
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Texas
|
12
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
|
2
|
|
|
18
|
|
|
—
|
|
|
—
|
|
Utah
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Virginia
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
1
|
|
Washington
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
West Virginia
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
2
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
|
24
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Wyoming
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Ontario, Canada
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
162
|
|
|
63
|
|
|
233
|
|
|
11
|
|
|
2
|
|
|
471
|
|
|
|
227
|
|
|
198
|
|
|
6
|
|
|
40
|
|
(1)
|
Includes one Minit Mart branded convenience store we own and lease to a dealer. Excludes Minit Mart branded stores located within our travel centers.
|
(2)
|
Since
December 31, 2016
, to the date of this Annual Report we acquired
six
standalone restaurants in Pennsylvania that were owned and operated by one of our franchisees, and this franchise agreement was terminated as part of the acquisition.
|
(3)
|
Includes restaurant brands other than QSL.
|
(4)
|
Includes properties leased from, or managed for, parties other than HPT.
|
2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
9.58
|
|
|
$
|
6.41
|
|
Second Quarter
|
|
9.23
|
|
|
6.45
|
|
||
Third Quarter
|
|
8.78
|
|
|
6.56
|
|
||
Fourth Quarter
|
|
7.60
|
|
|
5.65
|
|
2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
17.67
|
|
|
$
|
12.15
|
|
Second Quarter
|
|
18.10
|
|
|
14.35
|
|
||
Third Quarter
|
|
16.95
|
|
|
10.18
|
|
||
Fourth Quarter
|
|
12.67
|
|
|
9.02
|
|
Calendar Month
|
|
Number of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Approximate
Dollar Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
||||||
October 2016
|
|
734
|
|
|
$
|
6.30
|
|
|
—
|
|
|
$
|
—
|
|
November 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 2016
|
|
199,773
|
|
|
6.59
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
200,507
|
|
|
$
|
6.59
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
During
2016
, all common share purchases were made to satisfy share award recipients' tax withholding and payment obligations in connection with the vesting of awards of restricted common shares, which were repurchased by us based on their fair market value on the repurchase date.
|
(in thousands, except per share and site counts
unless indicated otherwise)
|
Year Ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
Statements of Operations and Comprehensive
(Loss) Income
Attributable to Common
Shareholders Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
$
|
3,530,149
|
|
|
$
|
4,055,448
|
|
|
$
|
6,149,449
|
|
|
$
|
6,481,252
|
|
|
$
|
6,636,297
|
|
Nonfuel
|
1,963,904
|
|
|
1,782,761
|
|
|
1,616,802
|
|
|
1,450,792
|
|
|
1,344,755
|
|
|||||
Rent and royalties from franchisees
|
17,352
|
|
|
12,424
|
|
|
12,382
|
|
|
12,687
|
|
|
14,672
|
|
|||||
Total revenues
|
5,511,405
|
|
|
5,850,633
|
|
|
7,778,633
|
|
|
7,944,731
|
|
|
7,995,724
|
|
|||||
Income from operations
|
22,060
|
|
|
78,297
|
|
|
113,640
|
|
|
21,190
|
|
|
41,470
|
|
|||||
Net (loss) income attributable to common
shareholders
|
(2,018
|
)
|
|
27,719
|
|
|
60,969
|
|
|
31,623
|
|
|
32,198
|
|
|||||
Net (loss) income per common share
attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic and diluted
|
$
|
(0.05
|
)
|
|
$
|
0.72
|
|
|
$
|
1.62
|
|
|
$
|
1.06
|
|
|
$
|
1.12
|
|
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,659,841
|
|
|
$
|
1,621,541
|
|
|
$
|
1,393,007
|
|
|
$
|
1,234,171
|
|
|
$
|
1,012,715
|
|
Sale leaseback financing obligation,
noncurrent portion
(1)
|
21,165
|
|
|
20,719
|
|
|
82,591
|
|
|
83,762
|
|
|
82,195
|
|
|||||
Deferred rent obligation
(2)
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|||||
Senior Notes
|
330,000
|
|
|
330,000
|
|
|
230,000
|
|
|
110,000
|
|
|
—
|
|
|||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total fuel sold (gallons)
(3)
|
2,205,424
|
|
|
2,130,103
|
|
|
2,024,790
|
|
|
2,034,929
|
|
|
2,039,960
|
|
|||||
Number of sites (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company operated travel centers
|
225
|
|
|
223
|
|
|
220
|
|
|
217
|
|
|
206
|
|
|||||
Company operated convenience stores
|
232
|
|
|
203
|
|
|
34
|
|
|
34
|
|
|
4
|
|
|||||
Company operated standalone restaurants
|
13
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Franchisee operated travel centers
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
6
|
|
|||||
Franchisee owned and operated travel centers
|
25
|
|
|
24
|
|
|
25
|
|
|
25
|
|
|
29
|
|
|||||
Dealer operated convenience store
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Franchisee owned and operated
standalone restaurants
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total locations
|
540
|
|
|
458
|
|
|
285
|
|
|
281
|
|
|
245
|
|
(1)
|
See Note 7 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our sale leaseback financing obligation.
|
(2)
|
The deferred rent obligation is due and payable in five installments of
$42,915
,
$29,324
,
$29,107
,
$27,421
and
$21,233
on June 30, 2024, and
December 31, 2026
,
2028
,
2029
and
2030
, respectively, and the obligation does not bear interest unless certain events provided under the applicable agreement occur. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.
|
(3)
|
Includes all fuel we sold, both at our retail locations and on a wholesale basis, including to a joint venture in which we own a noncontrolling interest, but excludes the retail fuel sales at travel centers operated by our franchisees.
|
|
2016
|
|
Change
from 2015 |
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
3,530,149
|
|
|
(13.0
|
)%
|
|
$
|
4,055,448
|
|
|
(34.1
|
)%
|
|
$
|
6,149,449
|
|
Nonfuel
|
1,963,904
|
|
|
10.2
|
%
|
|
1,782,761
|
|
|
10.3
|
%
|
|
1,616,802
|
|
|||
Rent and royalties from franchisees
|
17,352
|
|
|
39.7
|
%
|
|
12,424
|
|
|
0.3
|
%
|
|
12,382
|
|
|||
Total revenues
|
5,511,405
|
|
|
(5.8
|
)%
|
|
5,850,633
|
|
|
(24.8
|
)%
|
|
7,778,633
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel
|
404,777
|
|
|
(2.3
|
)%
|
|
414,494
|
|
|
(3.3
|
)%
|
|
428,500
|
|
|||
Nonfuel
|
1,053,077
|
|
|
9.4
|
%
|
|
962,766
|
|
|
9.7
|
%
|
|
877,931
|
|
|||
Rent and royalties from franchisees
|
17,352
|
|
|
39.7
|
%
|
|
12,424
|
|
|
0.3
|
%
|
|
12,382
|
|
|||
Total gross margin
|
1,475,206
|
|
|
6.2
|
%
|
|
1,389,684
|
|
|
5.4
|
%
|
|
1,318,813
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Site level operating
|
959,407
|
|
|
8.3
|
%
|
|
885,646
|
|
|
8.6
|
%
|
|
815,611
|
|
|||
Selling, general and administrative
|
139,052
|
|
|
14.2
|
%
|
|
121,767
|
|
|
14.0
|
%
|
|
106,823
|
|
|||
Real estate rent
|
262,298
|
|
|
13.3
|
%
|
|
231,591
|
|
|
6.6
|
%
|
|
217,155
|
|
|||
Depreciation and amortization
|
92,389
|
|
|
27.6
|
%
|
|
72,383
|
|
|
10.4
|
%
|
|
65,584
|
|
|||
Total operating expenses
|
1,453,146
|
|
|
10.8
|
%
|
|
1,311,387
|
|
|
8.8
|
%
|
|
1,205,173
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
22,060
|
|
|
(71.8
|
)%
|
|
78,297
|
|
|
(31.1
|
)%
|
|
113,640
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
2,451
|
|
|
(51.4
|
)%
|
|
5,048
|
|
|
335.2
|
%
|
|
1,160
|
|
|||
Interest expense, net
|
27,815
|
|
|
23.4
|
%
|
|
22,545
|
|
|
34.9
|
%
|
|
16,712
|
|
|||
Income from equity investees
|
4,544
|
|
|
12.0
|
%
|
|
4,056
|
|
|
25.8
|
%
|
|
3,224
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
NM
|
|
|
10,502
|
|
|
NM
|
|
|
—
|
|
|||
(Loss) income before income taxes
|
(3,662
|
)
|
|
(108.3
|
)%
|
|
44,258
|
|
|
(55.3
|
)%
|
|
98,992
|
|
|||
(Benefit) provision for income taxes
|
(1,733
|
)
|
|
(110.5
|
)%
|
|
16,539
|
|
|
(56.5
|
)%
|
|
38,023
|
|
|||
Net (loss) income
|
(1,929
|
)
|
|
(107.0
|
)%
|
|
27,719
|
|
|
(54.5
|
)%
|
|
60,969
|
|
|||
Less net income for
noncontrolling interests
|
89
|
|
|
NM
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|||
Net (loss) income attributable to
common shareholders
|
$
|
(2,018
|
)
|
|
(107.3
|
)%
|
|
$
|
27,719
|
|
|
(54.5
|
)%
|
|
$
|
60,969
|
|
|
Fuel Gallons Sold
|
|
Fuel Revenues
|
||||||||||||||||
|
2016
|
|
Change
from 2015 |
|
2015
|
|
2016
|
|
Change
from 2015 |
|
2015
|
||||||||
Travel centers
|
1,908,924
|
|
|
(3.3
|
)%
|
|
1,974,744
|
|
|
$
|
3,036,861
|
|
|
(19.3
|
)%
|
|
$
|
3,763,536
|
|
Convenience stores
|
253,363
|
|
|
108.4
|
%
|
|
121,604
|
|
|
420,747
|
|
|
87.1
|
%
|
|
224,894
|
|
||
Corporate and other
|
43,137
|
|
|
27.8
|
%
|
|
33,755
|
|
|
72,541
|
|
|
8.2
|
%
|
|
67,018
|
|
||
Consolidated totals
|
2,205,424
|
|
|
3.5
|
%
|
|
2,130,103
|
|
|
$
|
3,530,149
|
|
|
(13.0
|
)%
|
|
$
|
4,055,448
|
|
|
Fuel Gallons Sold
|
|
Fuel Revenues
|
||||||||||||||||
|
2015
|
|
Change
from 2014 |
|
2014
|
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Travel centers
|
1,974,744
|
|
|
0.8
|
%
|
|
1,958,512
|
|
|
$
|
3,763,536
|
|
|
(36.9
|
)%
|
|
$
|
5,961,985
|
|
Convenience stores
|
121,604
|
|
|
203.6
|
%
|
|
40,048
|
|
|
224,894
|
|
|
98.6
|
%
|
|
113,221
|
|
||
Corporate and other
|
33,755
|
|
|
28.7
|
%
|
|
26,230
|
|
|
67,018
|
|
|
(9.7
|
)%
|
|
74,243
|
|
||
Consolidated totals
|
2,130,103
|
|
|
5.2
|
%
|
|
2,024,790
|
|
|
$
|
4,055,448
|
|
|
(34.1
|
)%
|
|
$
|
6,149,449
|
|
|
2016
|
|
Change
from 2015 |
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Number of company operated
travel center locations
|
225
|
|
|
2
|
|
|
223
|
|
|
3
|
|
|
220
|
|
|||
Number of franchise operated
travel center locations
|
30
|
|
|
1
|
|
|
29
|
|
|
(1
|
)
|
|
30
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel sales volume (gallons)
|
1,908,924
|
|
|
(3.3)
|
%
|
|
1,974,744
|
|
|
0.8
|
%
|
|
1,958,512
|
|
|||
Fuel revenues
|
$
|
3,036,861
|
|
|
(19.3)
|
%
|
|
$
|
3,763,536
|
|
|
(36.9)
|
%
|
|
$
|
5,961,985
|
|
Fuel gross margin
|
352,361
|
|
|
(9.3)
|
%
|
|
388,502
|
|
|
(7.7)
|
%
|
|
421,116
|
|
|||
Fuel gross margin per gallon
|
$
|
0.185
|
|
|
(6.1)
|
%
|
|
$
|
0.197
|
|
|
(8.4)
|
%
|
|
$
|
0.215
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel revenues
|
$
|
1,644,411
|
|
|
1.1
|
%
|
|
$
|
1,626,646
|
|
|
5.6
|
%
|
|
$
|
1,539,996
|
|
Nonfuel gross margin
|
946,308
|
|
|
3.3
|
%
|
|
915,794
|
|
|
7.3
|
%
|
|
853,788
|
|
|||
Nonfuel gross margin percentage
|
57.5
|
%
|
|
120
|
pts
|
|
56.3
|
%
|
|
90
|
pts
|
|
55.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
4,694,900
|
|
|
(13.1)
|
%
|
|
$
|
5,402,606
|
|
|
(28.1)
|
%
|
|
$
|
7,514,363
|
|
Total gross margin
|
1,312,297
|
|
|
(0.3)
|
%
|
|
1,316,720
|
|
|
2.3
|
%
|
|
1,287,286
|
|
|||
Site level operating expenses
|
843,385
|
|
|
1.2
|
%
|
|
833,156
|
|
|
4.9
|
%
|
|
794,508
|
|
|||
Site level operating expenses as a
percentage of nonfuel revenues
|
51.3
|
%
|
|
10
|
pts
|
|
51.2
|
%
|
|
(40
|
)pts
|
|
51.6
|
%
|
|||
Site level gross margin in excess
of site level operating expenses
|
$
|
468,912
|
|
|
(3.0)
|
%
|
|
$
|
483,564
|
|
|
(1.9)
|
%
|
|
$
|
492,778
|
|
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Number of same site company
operated travel center locations
|
217
|
|
|
217
|
|
|
—
|
|
|
214
|
|
|
214
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel sales volume (gallons)
|
1,883,514
|
|
|
1,967,655
|
|
|
(4.3)
|
%
|
|
1,946,561
|
|
|
1,933,904
|
|
|
0.7
|
%
|
||||
Fuel revenues
|
$
|
2,994,344
|
|
|
$
|
3,749,929
|
|
|
(20.1)
|
%
|
|
$
|
3,707,703
|
|
|
$
|
5,886,328
|
|
|
(37.0)
|
%
|
Fuel gross margin
|
346,836
|
|
|
386,412
|
|
|
(10.2)
|
%
|
|
380,969
|
|
|
414,792
|
|
|
(8.2)
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.184
|
|
|
$
|
0.196
|
|
|
(6.1)
|
%
|
|
$
|
0.196
|
|
|
$
|
0.214
|
|
|
(8.4)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
1,617,598
|
|
|
$
|
1,618,983
|
|
|
(0.1)
|
%
|
|
$
|
1,599,612
|
|
|
$
|
1,518,114
|
|
|
5.4
|
%
|
Nonfuel gross margin
|
931,315
|
|
|
911,677
|
|
|
2.2
|
%
|
|
902,034
|
|
|
843,008
|
|
|
7.0
|
%
|
||||
Nonfuel gross margin percentage
|
57.6
|
%
|
|
56.3
|
%
|
|
130
|
pts
|
|
56.4
|
%
|
|
55.5
|
%
|
|
90
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross margin
|
$
|
1,278,151
|
|
|
$
|
1,298,089
|
|
|
(1.5)
|
%
|
|
$
|
1,283,003
|
|
|
$
|
1,257,800
|
|
|
2.0
|
%
|
Site level operating expenses
|
828,390
|
|
|
827,603
|
|
|
0.1
|
%
|
|
817,565
|
|
|
783,533
|
|
|
4.3
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
51.2
|
%
|
|
51.1
|
%
|
|
10
|
pts
|
|
51.1
|
%
|
|
51.6
|
%
|
|
(50
|
)pts
|
||||
Site level gross margin in excess
of site level operating expenses
|
$
|
449,761
|
|
|
$
|
470,486
|
|
|
(4.4)
|
%
|
|
$
|
465,438
|
|
|
$
|
474,267
|
|
|
(1.9)
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2015
|
1,974,744
|
|
|
$
|
3,763,536
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(623,726
|
)
|
||
Decrease due to same site volume changes
|
(84,141
|
)
|
|
(132,108
|
)
|
|
Increase due to locations opened
|
18,321
|
|
|
29,159
|
|
|
Net change from prior year period
|
(65,820
|
)
|
|
(726,675
|
)
|
|
|
|
|
|
|||
Results for 2016
|
1,908,924
|
|
|
$
|
3,036,861
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2014
|
1,958,512
|
|
|
$
|
5,961,985
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(2,202,324
|
)
|
||
Increase due to same site volume changes
|
12,657
|
|
|
23,908
|
|
|
Increase due to locations opened
|
12,921
|
|
|
7,800
|
|
|
Decrease due to locations closed
|
(9,346
|
)
|
|
(27,833
|
)
|
|
Net change from prior year period
|
16,232
|
|
|
(2,198,449
|
)
|
|
|
|
|
|
|||
Results for 2015
|
1,974,744
|
|
|
$
|
3,763,536
|
|
|
2016
|
|
Change
from 2015 |
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Number of company operated
convenience stores locations
|
232
|
|
|
29
|
|
|
203
|
|
|
169
|
|
|
34
|
|
|||
Number of dealer operated
convenience store locations
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel sales volume (gallons)
|
253,363
|
|
|
108.4
|
%
|
|
121,604
|
|
|
203.6
|
%
|
|
40,048
|
|
|||
Fuel revenues
|
$
|
420,747
|
|
|
87.1
|
%
|
|
$
|
224,894
|
|
|
98.6
|
%
|
|
$
|
113,221
|
|
Fuel gross margin
|
51,900
|
|
|
99.2
|
%
|
|
26,060
|
|
|
258.4
|
%
|
|
7,272
|
|
|||
Fuel gross margin per gallon
|
$
|
0.205
|
|
|
(4.2)
|
%
|
|
$
|
0.214
|
|
|
17.6
|
%
|
|
$
|
0.182
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel revenues
|
$
|
294,852
|
|
|
90.0
|
%
|
|
$
|
155,197
|
|
|
102.5
|
%
|
|
$
|
76,634
|
|
Nonfuel gross margin
|
90,047
|
|
|
94.4
|
%
|
|
46,314
|
|
|
93.4
|
%
|
|
23,946
|
|
|||
Nonfuel gross margin percentage
|
30.5
|
%
|
|
70
|
pts
|
|
29.8
|
%
|
|
(140
|
)pts
|
|
31.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
715,905
|
|
|
88.4
|
%
|
|
$
|
380,091
|
|
|
100.2
|
%
|
|
$
|
189,855
|
|
Total gross margin
|
142,253
|
|
|
96.6
|
%
|
|
72,374
|
|
|
131.8
|
%
|
|
31,218
|
|
|||
Site level operating expenses
|
105,593
|
|
|
91.6
|
%
|
|
55,115
|
|
|
146.2
|
%
|
|
22,384
|
|
|||
Site level operating expenses as a
percentage of nonfuel revenues
|
35.8
|
%
|
|
30
|
pts
|
|
35.5
|
%
|
|
630
|
pts
|
|
29.2
|
%
|
|||
Site level gross margin in excess
of site level operating expenses
|
$
|
36,660
|
|
|
112.4
|
%
|
|
$
|
17,259
|
|
|
95.4
|
%
|
|
$
|
8,834
|
|
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Number of same site company
operated convenience store locations
|
32
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
32
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel sales volume (gallons)
|
41,058
|
|
|
41,690
|
|
|
(1.5)
|
%
|
|
41,690
|
|
|
40,048
|
|
|
4.1
|
%
|
||||
Fuel revenues
|
$
|
67,338
|
|
|
$
|
77,706
|
|
|
(13.3)
|
%
|
|
$
|
77,672
|
|
|
$
|
113,221
|
|
|
(31.4)
|
%
|
Fuel gross margin
|
9,101
|
|
|
8,950
|
|
|
1.7
|
%
|
|
8,917
|
|
|
7,272
|
|
|
22.6
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.222
|
|
|
$
|
0.215
|
|
|
3.3
|
%
|
|
$
|
0.214
|
|
|
$
|
0.182
|
|
|
17.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
80,037
|
|
|
$
|
79,657
|
|
|
0.5
|
%
|
|
$
|
79,657
|
|
|
$
|
76,634
|
|
|
3.9
|
%
|
Nonfuel gross margin
|
26,258
|
|
|
25,965
|
|
|
1.1
|
%
|
|
25,965
|
|
|
23,946
|
|
|
8.4
|
%
|
||||
Nonfuel gross margin percentage
|
32.8
|
%
|
|
32.6
|
%
|
|
20
|
pts
|
|
32.6
|
%
|
|
31.2
|
%
|
|
140
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross margin
|
$
|
35,359
|
|
|
$
|
34,915
|
|
|
1.3
|
%
|
|
$
|
34,882
|
|
|
$
|
31,218
|
|
|
11.7
|
%
|
Site level operating expenses
|
21,996
|
|
|
22,440
|
|
|
(2.0)
|
%
|
|
22,498
|
|
|
22,384
|
|
|
0.5
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
27.5
|
%
|
|
28.2
|
%
|
|
(70
|
)pts
|
|
28.2
|
%
|
|
29.2
|
%
|
|
(100
|
)pts
|
||||
Site level gross margin in excess
of site level operating expenses
|
$
|
13,363
|
|
|
$
|
12,475
|
|
|
7.1
|
%
|
|
$
|
12,384
|
|
|
$
|
8,834
|
|
|
40.2
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2015
|
121,604
|
|
|
$
|
224,894
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(9,355
|
)
|
||
Decrease due to same site volume changes
|
(632
|
)
|
|
(979
|
)
|
|
Increase due to locations opened
|
132,391
|
|
|
206,187
|
|
|
Net change from prior year period
|
131,759
|
|
|
195,853
|
|
|
|
|
|
|
|||
Results for 2016
|
253,363
|
|
|
$
|
420,747
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2014
|
40,048
|
|
|
$
|
113,221
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(38,562
|
)
|
||
Increase due to same site volume changes
|
1,642
|
|
|
3,014
|
|
|
Increase due to locations opened and closed
|
79,914
|
|
|
147,221
|
|
|
Net change from prior year period
|
81,556
|
|
|
111,673
|
|
|
|
|
|
|
|||
Results for 2015
|
121,604
|
|
|
$
|
224,894
|
|
•
|
cash balance;
|
•
|
operating cash flow;
|
•
|
our Credit Facility, with a current maximum availability of
$200,000
, or our Credit Facility, subject to limits based on our qualified collateral;
|
•
|
sales to HPT of improvements we make to the sites we lease from HPT and the development site to be sold to HPT under the Transaction Agreement;
|
•
|
potential issuances of new debt and equity securities; and
|
•
|
potential financing or selling of unencumbered real estate that we own.
|
•
|
continuing decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency and fuel conservation generally;
|
•
|
decreased demand for our products and services that we may experience as a result of competition;
|
•
|
a significant portion of our expenses are fixed in nature, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
|
•
|
the possible inability of recently acquired or developed properties to generate the stabilized financial results we expect;
|
•
|
the risk of an economic slowdown or recession; and
|
•
|
the negative impacts on our gross margins and working capital requirements if there were a return to the higher level of prices for petroleum products we experienced during the first half of 2014 and in prior years, as well as the increased volatility of those prices.
|
•
|
HPT is our former parent company, our principal landlord and our largest shareholder and RMR provides management services to both us and HPT;
|
•
|
As of
December 31, 2016
, we, HPT and five other companies to which RMR provides management services each owned
14.3%
of AIC, which arranges and insures or reinsures in part a combined property insurance program for us and its six other shareholders; and
|
•
|
RMR employs our President and Chief Executive Officer; our Executive Vice President, Chief Financial Officer and Treasurer; our Executive Vice President and General Counsel; and both of our Managing Directors; one of our Managing Directors is a controlling shareholder of The RMR Group Inc., and owns direct and indirect interests in RMR through ABP Trust, of which he is a beneficial owner; RMR, assists us with various aspects of our business pursuant to a business management agreement and provides building management services at our headquarters office building pursuant to a property management agreement.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
one year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Leases with HPT
(1)
|
$
|
3,781,806
|
|
|
$
|
281,516
|
|
|
$
|
560,052
|
|
|
$
|
554,837
|
|
|
$
|
2,385,401
|
|
Other operating leases
|
57,692
|
|
|
10,831
|
|
|
15,690
|
|
|
9,249
|
|
|
21,922
|
|
|||||
2028 Senior Notes
(2)
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
|||||
2029 Senior Notes
(3)
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,000
|
|
|||||
2030 Senior Notes
(4)
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Interest payments on
long term debt
|
335,200
|
|
|
26,725
|
|
|
53,437
|
|
|
53,418
|
|
|
201,620
|
|
|||||
Purchase obligations
(5)
|
19,050
|
|
|
19,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long term liabilities
(6)
|
36,541
|
|
|
14,837
|
|
|
12,524
|
|
|
4,975
|
|
|
4,205
|
|
|||||
Total contractual obligations
|
$
|
4,560,289
|
|
|
$
|
352,959
|
|
|
$
|
641,703
|
|
|
$
|
622,479
|
|
|
$
|
2,943,148
|
|
(1)
|
The amounts shown for lease payments to HPT include payments due to HPT for the sites we account for as operating leases and for the sites we account for as a financing under a sale leaseback financing obligation and also include the payments of the deferred rent obligation of
$42,915
,
$29,324
,
$29,107
,
$27,421
and
$21,233
in June
2024
and December
2026
,
2028
,
2029
, and
2030
, respectively, as well as the amounts payable to HPT at the end of the lease terms for the estimated cost of removing underground storage tanks. Interest is not payable on the deferred rent obligation balance unless we default on certain covenants or certain events occur, such as a change in control of us.
|
(2)
|
Our 2028 Senior Notes require us to pay interest at 8.25% quarterly and the 2028 Senior Notes mature (unless previously redeemed) on
January 15, 2028
. We may, at our option, at any time on or after
January 15, 2016
, redeem some or all of the 2028 Senior Notes by paying
100%
of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
|
(3)
|
Our 2029 Senior Notes require us to pay interest at 8.00% quarterly and the 2029 Senior Notes mature (unless previously redeemed) on
December 15, 2029
. We may, at our option, at any time on or after
December 15, 2017
, redeem some or all of the 2029 Senior Notes by paying
100%
of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
|
(4)
|
Our 2030 Senior Notes require us to pay interest at 8.00% quarterly and the 2030 Senior Notes mature (unless previously redeemed) on
October 15, 2030
. We may, at our option, at any time on or after
October 15, 2018
, redeem some or all of the 2030 Senior Notes by paying
100%
of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
|
(5)
|
As of
December 31, 2016
, we had entered agreements to acquire
one
travel center for a purchase price of
$13,050
and
six
standalone restaurants for an aggregate purchase price of
$6,000
, and
s
ince
December 31, 2016
, we entered into an agreement to acquire an additional travel center for a purchase price of
$4,175
.
During 2017, as of the date of this Annual Report, we have completed the purchase of
six
standalone restaurants for an aggregate purchase price of
$6,000
. The remaining acquisitions are subject to conditions and may not occur, may be delayed or the terms may change.
|
(6)
|
The other long term liabilities included in the table above include accrued liabilities related to our partial self insurance programs, including for general liability, workers' compensation, motor vehicle and group health benefits claims, as well as a loan secured by a mortgage on one of our standalone restaurants.
|
TravelCenters of America LLC Audited Financial Statements
|
Page
|
(b)
|
Exhibits
|
3.1
|
|
Certificate of Formation of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
|
|
|
|
3.2
|
|
Composite copy of Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC dated as of May 20, 2013, as amended to date (Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of TravelCenters of America LLC, as amended and restated on September 7, 2016 (filed herewith)
|
|
|
|
4.1
|
|
Form of Share Certificate (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)
|
|
|
|
4.2
|
|
Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on January 15, 2013)
|
|
|
|
4.3
|
|
First Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on January 15, 2013)
|
|
|
|
4.4
|
|
Second Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of December 16, 2014 (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 8-A (File No. 001-33274)
|
|
|
|
4.5
|
|
Third Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of October 5, 2015 (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A (File No. 001-33274) filed October 5, 2015)
|
|
|
|
4.6
|
|
Form of 8.25% Senior Notes due 2028 (included in Exhibit 4.3 above)
|
|
|
|
4.7
|
|
Form of 8.00% Senior Notes due 2029 (included in Exhibit 4.4 above)
|
|
|
|
4.8
|
|
Form of 8.00% Senior Notes due 2030 (included in Exhibit 4.5 above)
|
|
|
|
10.1
|
|
Transaction Agreement, dated as of January 29, 2007, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and The RMR Group LLC (Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 20, 2007)
|
|
|
|
10.2
|
|
Transaction Agreement, dated as of June 1, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Leasing LLC, and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2015)
|
|
|
|
10.3
|
|
First Amendment to Transaction Agreement, dated as of June 22, 2016, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.4
|
|
Deferral Agreement, dated as of August 11, 2008, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and Petro Stopping Centers, L.P. (Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on August 11, 2008)
|
|
|
|
10.5
|
|
Registration Rights Agreement, dated as of August 11, 2008, between TravelCenters of America LLC and Hospitality Properties Trust (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on August 11, 2008)
|
|
|
|
10.6
|
|
Amended and Restated Business Management and Shared Services Agreement, dated as of March 12, 2015, by and between TravelCenters of America LLC and Reit Management & Research LLC (Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 13, 2015)
|
|
|
|
10.7
|
|
Lease Agreement, dated as of May 30, 2007, by and among HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, and TA Operating LLC (as successor to Petro Stopping Centers, L.P.), as Tenant (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 4, 2007)
|
|
|
|
10.8
|
|
First Amendment to Lease Agreement, dated as of March 17, 2008, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed on November 10, 2008)
|
|
|
|
10.9
|
|
Amended and Restated Lease No. 1, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.10
|
|
Amended and Restated Lease No. 2, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.11
|
|
Amended and Restated Lease No. 3, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.12
|
|
Amended and Restated Lease No. 4, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.13
|
|
Amendment to Lease Agreement, dated as of June 9, 2015, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.14
|
|
Amendment to Lease Agreement, dated as of June 22, 2016, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.15
|
|
First Amendment to Amended and Restated Lease Agreement No. 1, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.16
|
|
First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 22, 2015)
|
|
|
|
10.17
|
|
First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.18
|
|
First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 22, 2015)
|
|
|
|
10.19
|
|
Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.20
|
|
Second Amendment to Amended and Restated Lease Amendment No. 3, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.21
|
|
Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.22
|
|
Third Amendment to Amended and Restated Lease Agreement No. 2, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.23
|
|
Third Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.24
|
|
Fourth Amendment to Amended and Restated Lease Amendment No. 2, dated as of June 22, 2016, by and among TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed June 22, 2016)
|
|
|
|
10.25
|
|
Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 5, 2016)
|
|
|
|
10.26
|
|
Fifth Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 30, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 1, 2016)
|
|
|
|
10.27
|
|
Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.28
|
|
Sixth Amendment to Amended and Restated Lease Agreement No. 2, dated as of September 30, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 4, 2016)
|
|
|
|
10.29
|
|
Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 14, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)
|
|
|
|
10.30
|
|
Guaranty Agreement, dated as of May 30, 2007, made by TravelCenters of America LLC, as Guarantor, for the benefit of HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, under the Lease Agreement, dated as of May 30, 2007, by and among such Landlord and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 4, 2007)
|
|
|
|
10.31
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.5 to our current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.32
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.33
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.34
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.35
|
|
Property Exchange Agreement, dated as of June 9, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, the Registrant and TA Operating LLC (Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.36
|
|
Sales Agreement, dated as of June 16, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 22, 2015)
|
|
|
|
10.37
|
|
Sales Agreement, dated as of June 16, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 22, 2015)
|
|
|
|
10.38
|
|
Sales Agreement, dated as of June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.39
|
|
Sales Agreement, dated as of June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.40
|
|
Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.41
|
|
Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.42
|
|
Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.43
|
|
Form of Development Property Agreement between an HPT entity and TA Operating LLC (Incorporated by reference to Exhibit B-3 to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2015)
|
|
|
|
10.44
|
|
Development Property Agreement, dated as of March 31, 2016, by and between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 5, 2016)
|
|
|
|
10.45
|
|
Development Property Agreement, dated as of June 22, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.46
|
|
Development Property Agreement, dated as of June 22, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.47
|
|
Development Property Agreement, dated as of June 30, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 1, 2016)
|
|
|
|
10.48
|
|
Development Property Agreement, dated as of September 30, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 4, 2016)
|
|
|
|
10.49
|
|
Amendment Agreement, dated as of January 31, 2011, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2011)
|
|
|
|
10.50
|
|
Amendment Agreement, dated as of April 15, 2013, among HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC and together with HPT TA Trust, HPT TA LLC, HPT PSC Trust, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed on May 7, 2013)
|
|
|
|
10.51
|
|
Amendment Agreement, dated as of December 23, 2013, among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on June 6, 2014)
|
|
|
|
10.52
|
|
Amended and Restated Shareholders Agreement, dated as of May 21, 2012, by and among Affiliates Insurance Company, Five Star Quality Care, Inc., Hospitality Properties Trust, CommonWealth REIT, Senior Housing Properties Trust, TravelCenters of America LLC, The RMR Group LLC, Government Properties Income Trust and Select Income REIT (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)
|
|
|
|
23.1
|
|
Consent of RSM US LLP (filed herewith)
|
|
|
|
23.2
|
|
Consent of RSM US LLP (filed herewith)
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith)
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith)
|
|
|
|
99.1
|
|
Property Management Agreement, dated as of July 21, 2011, by and between The RMR Group LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed on November 7, 2011)
|
|
|
|
99.2
|
|
Amendment to Property Management Agreement, dated as of August 1, 2016, between The RMR Group LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)
|
|
|
|
99.3
|
|
Amended and Restated Reimbursement Agreement, dated as of May 1, 2012, by and among The RMR Group LLC, TravelCenters of America LLC and Five Star Quality Care, Inc. (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)
|
|
|
|
99.4
|
|
Financial Statements of Petro Travel Plaza Holdings LLC (filed herewith)
|
|
|
|
101.1
|
|
The following materials from TravelCenters of America LLC's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text (filed herewith)
|
|
|
/s/ RSM US LLP
|
|
|
/s/ RSM US LLP
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
61,312
|
|
|
$
|
172,087
|
|
Accounts receivable (less allowance for doubtful accounts of $744 and $850 as of
December 31, 2016 and 2015, respectively)
|
107,246
|
|
|
91,580
|
|
||
Inventory
|
207,829
|
|
|
183,492
|
|
||
Other current assets
|
25,674
|
|
|
48,181
|
|
||
Total current assets
|
402,061
|
|
|
495,340
|
|
||
|
|
|
|
||||
Property and equipment, net
|
1,082,022
|
|
|
989,606
|
|
||
Goodwill
|
88,542
|
|
|
79,768
|
|
||
Other intangible assets, net
|
37,738
|
|
|
26,209
|
|
||
Other noncurrent assets
|
49,478
|
|
|
30,618
|
|
||
Total assets
|
$
|
1,659,841
|
|
|
$
|
1,621,541
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
157,964
|
|
|
$
|
125,079
|
|
Current HPT Leases liabilities
|
39,720
|
|
|
37,030
|
|
||
Other current liabilities
|
132,648
|
|
|
133,513
|
|
||
Total current liabilities
|
330,332
|
|
|
295,622
|
|
||
|
|
|
|
||||
Long term debt, net
|
318,739
|
|
|
316,447
|
|
||
Noncurrent HPT Leases liabilities
|
381,854
|
|
|
385,498
|
|
||
Other noncurrent liabilities
|
75,837
|
|
|
74,655
|
|
||
Total liabilities
|
1,106,762
|
|
|
1,072,222
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common shares, no par value, 41,369 and 39,069 shares authorized at
December 31, 2016 and 2015, respectively, 39,523 and 38,808 shares issued
and outstanding as of December 31, 2016, and 2015, respectively
|
686,348
|
|
|
682,219
|
|
||
Accumulated other comprehensive income (loss)
|
11
|
|
|
(240
|
)
|
||
Accumulated deficit
|
(134,678
|
)
|
|
(132,660
|
)
|
||
Total TA shareholders' equity
|
551,681
|
|
|
549,319
|
|
||
Noncontrolling interests
|
1,398
|
|
|
—
|
|
||
Total shareholders' equity
|
553,079
|
|
|
549,319
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,659,841
|
|
|
$
|
1,621,541
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Fuel
|
$
|
3,530,149
|
|
|
$
|
4,055,448
|
|
|
$
|
6,149,449
|
|
Nonfuel
|
1,963,904
|
|
|
1,782,761
|
|
|
1,616,802
|
|
|||
Rent and royalties from franchisees
|
17,352
|
|
|
12,424
|
|
|
12,382
|
|
|||
Total revenues
|
5,511,405
|
|
|
5,850,633
|
|
|
7,778,633
|
|
|||
|
|
|
|
|
|
||||||
Cost of goods sold (excluding depreciation):
|
|
|
|
|
|
||||||
Fuel
|
3,125,372
|
|
|
3,640,954
|
|
|
5,720,949
|
|
|||
Nonfuel
|
910,827
|
|
|
819,995
|
|
|
738,871
|
|
|||
Total cost of goods sold
|
4,036,199
|
|
|
4,460,949
|
|
|
6,459,820
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Site level operating
|
959,407
|
|
|
885,646
|
|
|
815,611
|
|
|||
Selling, general and administrative
|
139,052
|
|
|
121,767
|
|
|
106,823
|
|
|||
Real estate rent
|
262,298
|
|
|
231,591
|
|
|
217,155
|
|
|||
Depreciation and amortization
|
92,389
|
|
|
72,383
|
|
|
65,584
|
|
|||
Total operating expenses
|
1,453,146
|
|
|
1,311,387
|
|
|
1,205,173
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
22,060
|
|
|
78,297
|
|
|
113,640
|
|
|||
|
|
|
|
|
|
||||||
Acquisition costs
|
2,451
|
|
|
5,048
|
|
|
1,160
|
|
|||
Interest expense, net
|
27,815
|
|
|
22,545
|
|
|
16,712
|
|
|||
Income from equity investees
|
4,544
|
|
|
4,056
|
|
|
3,224
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
10,502
|
|
|
—
|
|
|||
(Loss) income before income taxes
|
(3,662
|
)
|
|
44,258
|
|
|
98,992
|
|
|||
(Benefit) provision for income taxes
|
(1,733
|
)
|
|
16,539
|
|
|
38,023
|
|
|||
Net (loss) income
|
(1,929
|
)
|
|
27,719
|
|
|
60,969
|
|
|||
Less net income for noncontrolling interests
|
89
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to common shareholders
|
$
|
(2,018
|
)
|
|
$
|
27,719
|
|
|
$
|
60,969
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (lo
ss),
net of tax:
|
|
|
|
|
|
|
|
|
|||
Foreign currency income (loss), net of taxes of $57, $355 and
$198, respectively
|
$
|
99
|
|
|
$
|
(655
|
)
|
|
$
|
(400
|
)
|
Equity interest in investee's unrealized gain
(loss) o
n investments
|
152
|
|
|
(20
|
)
|
|
1
|
|
|||
Other comprehensive income (loss) attributable to
common shareholders
|
251
|
|
|
(675
|
)
|
|
(399
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive (loss) income attributable to
common shareholders
|
$
|
(1,767
|
)
|
|
$
|
27,044
|
|
|
$
|
60,570
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share attributable
to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
$
|
(0.05
|
)
|
|
$
|
0.72
|
|
|
$
|
1.62
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(1,929
|
)
|
|
$
|
27,719
|
|
|
$
|
60,969
|
|
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|||
Noncash rent expense
|
(13,683
|
)
|
|
(15,170
|
)
|
|
(8,982
|
)
|
|||
Depreciation and amortization expense
|
92,389
|
|
|
72,383
|
|
|
65,584
|
|
|||
Deferred income taxes
|
4,342
|
|
|
7,367
|
|
|
13,790
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
10,502
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effects of
business acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(14,503
|
)
|
|
5,076
|
|
|
8,838
|
|
|||
Inventory
|
(20,642
|
)
|
|
5,140
|
|
|
27,594
|
|
|||
Other assets
|
22,539
|
|
|
(1,546
|
)
|
|
2,414
|
|
|||
Accounts payable and other liabilities
|
39,896
|
|
|
18,023
|
|
|
(12,010
|
)
|
|||
Other, net
|
2,368
|
|
|
7,394
|
|
|
2,928
|
|
|||
Net cash provided by operating activities
|
110,777
|
|
|
136,888
|
|
|
161,125
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from asset sales
|
193,082
|
|
|
378,250
|
|
|
64,927
|
|
|||
Capital expenditures
|
(329,997
|
)
|
|
(295,437
|
)
|
|
(169,825
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(71,935
|
)
|
|
(320,290
|
)
|
|
(28,695
|
)
|
|||
Investment in equity investee
|
(11,188
|
)
|
|
—
|
|
|
(825
|
)
|
|||
Net cash used in investing activities
|
(220,038
|
)
|
|
(237,477
|
)
|
|
(134,418
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of Senior Notes
|
—
|
|
|
100,000
|
|
|
120,000
|
|
|||
Common shares offering costs paid
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Payment of deferred financing costs
|
—
|
|
|
(4,506
|
)
|
|
(6,135
|
)
|
|||
Proceeds from sale leaseback transactions with HPT
|
937
|
|
|
1,190
|
|
|
1,398
|
|
|||
Sale leaseback financing obligation payments
|
(578
|
)
|
|
(46,347
|
)
|
|
(2,380
|
)
|
|||
Acquisition of treasury shares from employees
|
(1,394
|
)
|
|
(1,842
|
)
|
|
(928
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,035
|
)
|
|
48,495
|
|
|
111,941
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(479
|
)
|
|
(94
|
)
|
|
(30
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(110,775
|
)
|
|
(52,188
|
)
|
|
138,618
|
|
|||
Cash and cash equivalents at the beginning of the year
|
172,087
|
|
|
224,275
|
|
|
85,657
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
61,312
|
|
|
$
|
172,087
|
|
|
$
|
224,275
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid (including rent classified as interest and net of
capitalized interest)
|
$
|
29,846
|
|
|
$
|
21,204
|
|
|
$
|
16,055
|
|
Income taxes paid, net of refunds
|
243
|
|
|
1,984
|
|
|
1,527
|
|
|
Number of
Common
Shares
|
|
Common
Shares
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Treasury
Shares
|
|
Total TA
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||
December 31, 2013
|
37,625
|
|
|
$
|
674,391
|
|
|
$
|
834
|
|
|
$
|
(221,348
|
)
|
|
$
|
—
|
|
|
$
|
453,877
|
|
|
$
|
—
|
|
|
$
|
453,877
|
|
Grants under share
award plan and
share based
compensation, net
|
711
|
|
|
5,105
|
|
|
—
|
|
|
—
|
|
|
(928
|
)
|
|
4,177
|
|
|
—
|
|
|
4,177
|
|
|||||||
Offering costs
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||||
Other comprehensive
loss, net of tax
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
—
|
|
|
(399
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
60,969
|
|
|
—
|
|
|
60,969
|
|
|
—
|
|
|
60,969
|
|
|||||||
December 31, 2014
|
38,336
|
|
|
679,482
|
|
|
435
|
|
|
(160,379
|
)
|
|
(928
|
)
|
|
518,610
|
|
|
—
|
|
|
518,610
|
|
|||||||
Grants under share
award plan and
share based
compensation, net
|
472
|
|
|
2,737
|
|
|
—
|
|
|
—
|
|
|
(1,842
|
)
|
|
895
|
|
|
—
|
|
|
895
|
|
|||||||
Retirement of
treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|
2,770
|
|
|
—
|
|
|
2,770
|
|
|||||||
Other comprehensive
loss, net of tax
|
—
|
|
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
(675
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
27,719
|
|
|
—
|
|
|
27,719
|
|
|
—
|
|
|
27,719
|
|
|||||||
December 31, 2015
|
38,808
|
|
|
682,219
|
|
|
(240
|
)
|
|
(132,660
|
)
|
|
—
|
|
|
549,319
|
|
|
—
|
|
|
549,319
|
|
|||||||
Grants under share
award plan and
share based
compensation, net
|
715
|
|
|
4,129
|
|
|
—
|
|
|
—
|
|
|
(1,394
|
)
|
|
2,735
|
|
|
—
|
|
|
2,735
|
|
|||||||
QSL acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,309
|
|
|
1,309
|
|
|||||||
Retirement of
treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
|
1,394
|
|
|
—
|
|
|
1,394
|
|
|||||||
Other comprehensive
income, net of tax
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,018
|
)
|
|
—
|
|
|
(2,018
|
)
|
|
89
|
|
|
(1,929
|
)
|
|||||||
December 31, 2016
|
39,523
|
|
|
$
|
686,348
|
|
|
$
|
11
|
|
|
$
|
(134,678
|
)
|
|
$
|
—
|
|
|
$
|
551,681
|
|
|
$
|
1,398
|
|
|
$
|
553,079
|
|
1.
|
Summary of Significant Accounting Policies
|
Buildings and site improvements
|
15 to 40 years
|
Machinery and equipment
|
3 to 15 years
|
Furniture and fixtures
|
5 to 10 years
|
2.
|
Acquisitions
|
|
Convenience
Stores
|
|
Corporate
and Other
(1)
|
|
Total
|
||||||
Inventory
|
$
|
3,175
|
|
|
$
|
465
|
|
|
$
|
3,640
|
|
Property and equipment
|
36,289
|
|
|
12,825
|
|
|
49,114
|
|
|||
Goodwill
|
6,919
|
|
|
1,890
|
|
|
8,809
|
|
|||
Intangible assets
|
370
|
|
|
14,020
|
|
|
14,390
|
|
|||
Other assets
|
18
|
|
|
1,130
|
|
|
1,148
|
|
|||
Other liabilities
|
(1,618
|
)
|
|
(3,548
|
)
|
|
(5,166
|
)
|
|||
Total aggregate purchase price
|
$
|
45,153
|
|
|
$
|
26,782
|
|
|
$
|
71,935
|
|
(1)
|
Includes standalone restaurants. See Note 15 for more segment information.
|
|
Travel
Centers |
|
Convenience
Stores
|
|
Total
|
||||||
Inventory
|
$
|
683
|
|
|
$
|
15,296
|
|
|
$
|
15,979
|
|
Property and equipment
|
7,815
|
|
|
251,956
|
|
|
259,771
|
|
|||
Goodwill
|
1,137
|
|
|
46,360
|
|
|
47,497
|
|
|||
Intangible assets
|
158
|
|
|
5,070
|
|
|
5,228
|
|
|||
Other liabilities
|
(455
|
)
|
|
(7,730
|
)
|
|
(8,185
|
)
|
|||
Total aggregate purchase price
|
$
|
9,338
|
|
|
$
|
310,952
|
|
|
$
|
320,290
|
|
|
Unaudited
|
||||||
|
Year Ended
December 31, 2015
|
|
Year Ended
December 31, 2014
|
||||
Total revenues
|
$
|
6,299,036
|
|
|
$
|
8,321,178
|
|
3.
|
Property and Equipment
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
303,422
|
|
|
$
|
280,550
|
|
Buildings and improvements
|
341,803
|
|
|
287,276
|
|
||
Machinery, equipment and furniture
|
425,527
|
|
|
327,853
|
|
||
Leasehold improvements
|
224,713
|
|
|
216,177
|
|
||
Construction in progress
|
198,600
|
|
|
207,489
|
|
||
|
1,494,065
|
|
|
1,319,345
|
|
||
Less: accumulated depreciation and amortization
|
412,043
|
|
|
329,739
|
|
||
Property and equipment, net
|
$
|
1,082,022
|
|
|
$
|
989,606
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
14,055
|
|
|
$
|
14,053
|
|
Buildings and improvements
|
7,498
|
|
|
6,586
|
|
||
Machinery, equipment and furniture
|
3,239
|
|
|
3,216
|
|
||
Leasehold improvements
|
114,987
|
|
|
114,989
|
|
||
|
139,779
|
|
|
138,844
|
|
||
Less: accumulated depreciation and amortization
|
80,533
|
|
|
71,357
|
|
||
Property and equipment, net
|
$
|
59,246
|
|
|
$
|
67,487
|
|
4.
|
Goodwill and Intangible Assets
|
|
December 31, 2016
|
||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|||
Agreements with franchisees
|
$
|
24,593
|
|
|
$
|
(10,473
|
)
|
|
$
|
14,120
|
|
Leasehold interests
|
6,867
|
|
|
(2,510
|
)
|
|
4,357
|
|
|||
Agreements with franchisors
|
2,836
|
|
|
(1,490
|
)
|
|
1,346
|
|
|||
Other
|
5,276
|
|
|
(3,478
|
)
|
|
1,798
|
|
|||
Total amortizable intangible assets
|
39,572
|
|
|
(17,951
|
)
|
|
21,621
|
|
|||
Carrying value of trademarks (indefinite lives)
|
16,117
|
|
|
—
|
|
|
16,117
|
|
|||
Total intangible assets
|
55,689
|
|
|
(17,951
|
)
|
|
37,738
|
|
|||
Goodwill
|
88,542
|
|
|
—
|
|
|
88,542
|
|
|||
Goodwill and intangible assets, net
|
$
|
144,231
|
|
|
$
|
(17,951
|
)
|
|
$
|
126,280
|
|
|
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 lives)
|
11,707
|
|
|
—
|
|
|
11,707
|
|
|||
Total intangible assets
|
41,655
|
|
|
(15,446
|
)
|
|
26,209
|
|
|||
Goodwill
|
79,768
|
|
|
—
|
|
|
79,768
|
|
|||
Goodwill and intangible assets, net
|
$
|
121,423
|
|
|
$
|
(15,446
|
)
|
|
$
|
105,977
|
|
|
Total
|
||
2017
|
$
|
2,807
|
|
2018
|
2,690
|
|
|
2019
|
2,572
|
|
|
2020
|
2,390
|
|
|
2021
|
1,986
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Travel center segment
|
$
|
17,252
|
|
|
$
|
17,287
|
|
Convenience store segment
|
69,400
|
|
|
62,481
|
|
||
Quaker Steak & Lube business
|
1,890
|
|
|
—
|
|
||
Total goodwill
|
$
|
88,542
|
|
|
$
|
79,768
|
|
5.
|
Other Current Liabilities
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Taxes payable, other than income taxes
|
$
|
47,875
|
|
|
$
|
43,457
|
|
Accrued wages and benefits
|
19,146
|
|
|
15,410
|
|
||
Self insurance program accruals, current portion
|
14,732
|
|
|
16,374
|
|
||
Loyalty program accruals
|
13,686
|
|
|
13,470
|
|
||
Accrued capital expenditures
|
12,135
|
|
|
22,739
|
|
||
Other
|
25,074
|
|
|
22,063
|
|
||
Total other current liabilities
|
$
|
132,648
|
|
|
$
|
133,513
|
|
6.
|
Long Term Debt
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
2028 Senior Notes
|
$
|
110,000
|
|
|
$
|
110,000
|
|
2029 Senior Notes
|
120,000
|
|
|
120,000
|
|
||
2030 Senior Notes
|
100,000
|
|
|
100,000
|
|
||
Other long term debt
|
1,292
|
|
|
—
|
|
||
Deferred financing costs
|
(12,553
|
)
|
|
(13,553
|
)
|
||
Total long term debt
|
$
|
318,739
|
|
|
$
|
316,447
|
|
7.
|
Leasing Transactions
|
|
Total
|
||
2017
|
$
|
292,347
|
|
2018
|
289,723
|
|
|
2019
|
286,019
|
|
|
2020
|
283,406
|
|
|
2021
|
280,680
|
|
|
Thereafter
|
2,407,323
|
|
|
Total
|
$
|
3,839,498
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rent
|
$
|
263,212
|
|
|
$
|
233,211
|
|
|
$
|
212,711
|
|
Sublease rent
|
7,463
|
|
|
8,422
|
|
|
8,932
|
|
|||
Contingent rent
(1)
|
1,304
|
|
|
(1,266
|
)
|
|
3,671
|
|
|||
Total rent expense
|
$
|
271,979
|
|
|
$
|
240,367
|
|
|
$
|
225,314
|
|
(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.
|
|
Number
of Properties
|
|
Initial Term
End Date
(1)
|
|
Minimum Annual
Rent as of
December 31, 2016
|
|
Deferred Rent
(2)
|
||||
TA Lease 1
|
40
|
|
December 31, 2029
|
|
$
|
51,435
|
|
|
$
|
27,421
|
|
TA Lease 2
|
40
|
|
December 31, 2028
|
|
52,327
|
|
|
29,107
|
|
||
TA Lease 3
|
39
|
|
December 31, 2026
|
|
52,665
|
|
|
29,324
|
|
||
TA Lease 4
|
39
|
|
December 31, 2030
|
|
47,996
|
|
|
21,233
|
|
||
Petro Lease
|
40
|
|
June 30, 2032
|
|
67,573
|
|
|
42,915
|
|
||
Total
|
198
|
|
|
|
$
|
271,996
|
|
|
$
|
150,000
|
|
(1)
|
We have
two
renewal options of
15
years each under each of our HPT Leases.
|
(2)
|
Pursuant to a rent deferral agreement with HPT, from July 2008 through December 31, 2010, HPT deferred a total of
$150,000
of rent payable by us, which remained outstanding as of December 31, 2016. This deferred rent obligation was subsequently allocated among the HPT Leases and is due at the end of the respective initial term end dates for the TA Leases noted above. Deferred rent for the Petro Lease is due and payable on June 30, 2024. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.
|
|
Annual
Minimum
Rent
|
|
Rent for Ground
Leases Subleased
from HPT
|
||||
2017
|
$
|
271,996
|
|
|
$
|
9,520
|
|
2018
|
271,996
|
|
|
8,943
|
|
||
2019
|
271,996
|
|
|
7,117
|
|
||
2020
|
271,996
|
|
|
6,254
|
|
||
2021
|
271,996
|
|
|
4,591
|
|
||
2022
|
271,996
|
|
|
1,571
|
|
||
2023
|
271,996
|
|
|
934
|
|
||
2024
(1)
|
314,911
|
|
|
700
|
|
||
2025
|
271,996
|
|
|
228
|
|
||
2026
(2)
|
309,113
|
|
|
2
|
|
||
2027
|
219,332
|
|
|
—
|
|
||
2028
(3)
|
257,387
|
|
|
—
|
|
||
2029
(4)
|
203,344
|
|
|
—
|
|
||
2030
(5)
|
146,674
|
|
|
—
|
|
||
2031
|
67,573
|
|
|
—
|
|
||
2032
(6)
|
47,644
|
|
|
—
|
|
(1)
|
Includes previously deferred rent payments of
$42,915
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
$7,793
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
$8,948
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
$8,918
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
$9,872
due on December 31, 2030.
|
(6)
|
Includes estimated cost of removing underground storage tanks on the leased properties of
$13,858
due on June 30, 2032.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash payments for rent under the HPT Leases
|
$
|
265,482
|
|
|
$
|
241,962
|
|
|
$
|
222,722
|
|
Change in accrued estimated percentage rent
|
430
|
|
|
(1,275
|
)
|
|
959
|
|
|||
Adjustments to recognize expense on a straight line basis
|
(216
|
)
|
|
(4,910
|
)
|
|
(1,621
|
)
|
|||
Less: sale leaseback financing obligation amortization
|
(477
|
)
|
|
(974
|
)
|
|
(2,380
|
)
|
|||
Less: portion of rent payments recognized as interest expense
|
(1,729
|
)
|
|
(3,445
|
)
|
|
(5,887
|
)
|
|||
Less: deferred tenant improvements allowance amortization
|
(3,769
|
)
|
|
(5,019
|
)
|
|
(6,769
|
)
|
|||
Amortization of deferred gain on sale leaseback transactions
|
(9,755
|
)
|
|
(5,180
|
)
|
|
(385
|
)
|
|||
Rent expense related to HPT Leases
|
249,966
|
|
|
221,159
|
|
|
206,639
|
|
|||
Rent paid to others
(1)
|
12,447
|
|
|
10,583
|
|
|
10,786
|
|
|||
Adjustments to recognize expense on a straight line basis for
other leases
|
(115
|
)
|
|
(151
|
)
|
|
(270
|
)
|
|||
Total real estate rent expense
|
$
|
262,298
|
|
|
$
|
231,591
|
|
|
$
|
217,155
|
|
(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.
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Current HPT Leases liabilities:
|
|
|
|
|
|
||
Accrued rent
|
$
|
22,868
|
|
|
$
|
21,098
|
|
Sale leaseback financing obligation
(1)
|
484
|
|
|
469
|
|
||
Straight line rent accrual
(2)
|
2,458
|
|
|
2,458
|
|
||
Deferred gain
(3)
|
10,140
|
|
|
9,235
|
|
||
Deferred tenant improvements allowance
(4)
|
3,770
|
|
|
3,770
|
|
||
Total Current HPT Leases liabilities
|
$
|
39,720
|
|
|
$
|
37,030
|
|
|
|
|
|
||||
Noncurrent HPT Leases liabilities:
|
|
|
|
|
|
||
Deferred rent obligation
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Sale leaseback financing obligation
(1)
|
21,165
|
|
|
20,719
|
|
||
Straight line rent accrual
(2)
|
47,771
|
|
|
48,373
|
|
||
Deferred gain
(3)
|
121,331
|
|
|
121,049
|
|
||
Deferred tenant improvements allowance
(4)
|
41,587
|
|
|
45,357
|
|
||
Total Noncurrent HPT Leases liabilities
|
$
|
381,854
|
|
|
$
|
385,498
|
|
(1)
|
Sale Leaseback Financing Obligation.
Prior to the Transaction Agreement, the assets related to
nine
travel centers we 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 leases with HPT, more than a minor portion of these
nine
travel centers was subleased to third parties. As part of the June 2015 Transaction Agreement, we purchased
five
of these
nine
travel centers from HPT. That purchase was accounted for 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 TA Leases we entered into with HPT in connection with the Transaction Agreement were accounted for as new leases and
two
of the remaining
four
properties reflected as financings under the Prior TA Lease then qualified for operating lease treatment, the remaining net assets and financing obligation related to these
two
properties were eliminated, resulting in a gain of
$1,033
, which was deferred and will be recognized over the terms of the applicable TA Leases as a reduction of rent expense.
|
(2)
|
Straight Line Rent Accrual.
We accrued rent expense from 2007 to 2012 for stated increases in our minimum annual rents due under our then existing TA lease. While the TA Leases we entered into with HPT in connection with the Transaction Agreement contain no stated rent payment increases, we continue to amortize this accrual on a straight line basis over the current terms of the 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
$145,462
of gains from the sales of travel centers and certain other assets to HPT during 2015 and 2016 pursuant to the Transaction Agreement and the amended Transaction Agreement. 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 capital commitment, we recognized a liability for rent deemed to be related to this capital commitment as a 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.
|
8.
|
Shareholders' Equity
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair Value Per Share
|
|||
Unvested shares balance as of December 31, 2015
|
1,934
|
|
|
$
|
7.95
|
|
Granted
|
926
|
|
|
6.61
|
|
|
Vested
|
(760
|
)
|
|
7.54
|
|
|
Forfeited/canceled
|
(2
|
)
|
|
9.33
|
|
|
Unvested shares balance as of December 31, 2016
|
2,098
|
|
|
7.50
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income attributable to common shareholders, as reported
|
$
|
(2,018
|
)
|
|
$
|
27,719
|
|
|
$
|
60,969
|
|
Less: net (loss) income attributable to participating securities
|
(100
|
)
|
|
1,386
|
|
|
2,986
|
|
|||
Net (loss) income available to common shareholders
|
$
|
(1,918
|
)
|
|
$
|
26,333
|
|
|
$
|
57,983
|
|
|
|
|
|
|
|
||||||
Weighted average common shares
(1)
|
36,976
|
|
|
36,485
|
|
|
35,856
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net (loss) income per common share
|
$
|
(0.05
|
)
|
|
$
|
0.72
|
|
|
$
|
1.62
|
|
(1)
|
Excludes the unvested shares awarded under our Share Award Plans, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding was
1,920
for the years ended
December 31, 2016
and
2015
, and
1,846
for the year ended December 31,
2014
.
|
9.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. federal statutory rate applied to (loss) income before taxes
|
$
|
(1,074
|
)
|
|
$
|
15,661
|
|
|
$
|
34,826
|
|
State income taxes, net of federal benefit
|
(1,621
|
)
|
|
1,695
|
|
|
4,106
|
|
|||
Nondeductible executive compensation
|
841
|
|
|
1,499
|
|
|
892
|
|
|||
Other nondeductible expenses
|
331
|
|
|
271
|
|
|
496
|
|
|||
Benefit of tax credits
|
(2,849
|
)
|
|
(2,574
|
)
|
|
(2,188
|
)
|
|||
Taxes on foreign income at rates different than U.S. rates
|
—
|
|
|
—
|
|
|
244
|
|
|||
Provision to return adjustments
|
910
|
|
|
(199
|
)
|
|
—
|
|
|||
Other, net
|
1,729
|
|
|
186
|
|
|
(353
|
)
|
|||
Total tax (benefit) provision
|
$
|
(1,733
|
)
|
|
$
|
16,539
|
|
|
$
|
38,023
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax (benefit) provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(2,101
|
)
|
|
$
|
6,513
|
|
|
$
|
23,037
|
|
State
|
(3,974
|
)
|
|
2,659
|
|
|
1,196
|
|
|||
Total current tax (benefit) provision
|
(6,075
|
)
|
|
9,172
|
|
|
24,233
|
|
|||
Deferred tax (benefit) provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
2,861
|
|
|
7,438
|
|
|
10,880
|
|
|||
State
|
1,481
|
|
|
(71
|
)
|
|
2,910
|
|
|||
Total deferred tax (benefit) provision
|
4,342
|
|
|
7,367
|
|
|
13,790
|
|
|||
Total tax (benefit) provision
|
$
|
(1,733
|
)
|
|
$
|
16,539
|
|
|
$
|
38,023
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Straight line rent accrual
|
$
|
19,846
|
|
|
$
|
19,974
|
|
Reserves
|
24,575
|
|
|
24,740
|
|
||
Deferred gains
|
55,110
|
|
|
54,424
|
|
||
Asset retirement obligation
|
3,827
|
|
|
3,117
|
|
||
Tax credit carryforwards
|
10,331
|
|
|
3,627
|
|
||
Tax loss carryforwards
|
29,782
|
|
|
5,971
|
|
||
Deferred tenant improvements allowance
|
18,596
|
|
|
20,142
|
|
||
Other
|
10,699
|
|
|
10,281
|
|
||
Total deferred tax asset before valuation allowance
|
172,766
|
|
|
142,276
|
|
||
Valuation allowance
|
(600
|
)
|
|
(2,380
|
)
|
||
Total deferred tax assets
|
172,166
|
|
|
139,896
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property and equipment
|
(176,117
|
)
|
|
(142,257
|
)
|
||
Goodwill and other intangible assets
|
(7,865
|
)
|
|
(5,269
|
)
|
||
Other
|
(1,050
|
)
|
|
(837
|
)
|
||
Total deferred tax liabilities
|
(185,032
|
)
|
|
(148,363
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
(12,866
|
)
|
|
$
|
(8,467
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax amounts are included in:
|
|
|
|
||||
Other noncurrent assets
|
$
|
—
|
|
|
$
|
87
|
|
Other noncurrent liabilities
|
(12,866
|
)
|
|
(8,554
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
$
|
59,742
|
|
|
$
|
59,557
|
|
|
$
|
59,557
|
|
Interest
|
—
|
|
|
185
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
59,742
|
|
|
$
|
59,742
|
|
|
$
|
59,557
|
|
10.
|
Equity Investments
|
|
PTP
|
|
Other
(1)
|
|
Total
|
||||||
Investment balance:
|
|
|
|
|
|
||||||
As of December 31, 2016
|
$
|
21,657
|
|
|
$
|
24,097
|
|
|
$
|
45,754
|
|
As of December 31, 2015
|
20,042
|
|
|
6,828
|
|
|
26,870
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from equity investments:
|
|
|
|
|
|
||||||
Year ended December 31, 2016
|
$
|
4,614
|
|
|
$
|
(70
|
)
|
|
$
|
4,544
|
|
Year ended December 31, 2015
|
4,036
|
|
|
20
|
|
|
4,056
|
|
|||
Year ended December 31, 2014
|
3,135
|
|
|
89
|
|
|
3,224
|
|
(1)
|
Includes equity investments that are individually immaterial to our consolidated financial statements, including our investment in Affiliates Insurance Company, or AIC. See Note 12 for more information about our investment in AIC.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Total current assets
|
$
|
12,605
|
|
|
$
|
12,013
|
|
Total noncurrent assets
|
56,047
|
|
|
52,471
|
|
||
|
|
|
|
||||
Total current liabilities
|
1,909
|
|
|
2,691
|
|
||
Total noncurrent liabilities
|
15,456
|
|
|
15,083
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Total revenues
|
$
|
114,947
|
|
|
$
|
115,776
|
|
|
$
|
122,584
|
|
Cost of goods sold (excluding depreciation)
|
81,280
|
|
|
85,283
|
|
|
96,565
|
|
|||
Operating income
|
12,784
|
|
|
11,083
|
|
|
8,701
|
|
|||
Net income and comprehensive income
|
12,077
|
|
|
10,629
|
|
|
8,229
|
|
11.
|
Business and Property Management Agreements with RMR
|
12.
|
Related Party Transactions
|
13.
|
Contingencies
|
14.
|
Inventory
|
|
2016
|
|
2015
|
||||
Nonfuel products
|
$
|
171,497
|
|
|
$
|
159,256
|
|
Fuel products
|
36,332
|
|
|
24,236
|
|
||
Total inventory
|
$
|
207,829
|
|
|
$
|
183,492
|
|
15.
|
Segment Information
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Travel
Centers
|
|
Convenience
Stores
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
3,036,861
|
|
|
$
|
420,747
|
|
|
$
|
72,541
|
|
|
$
|
3,530,149
|
|
Nonfuel
|
1,644,411
|
|
|
294,852
|
|
|
24,641
|
|
|
1,963,904
|
|
||||
Rent and royalties from franchisees
|
13,628
|
|
|
306
|
|
|
3,418
|
|
|
17,352
|
|
||||
Total revenues
|
4,694,900
|
|
|
715,905
|
|
|
100,600
|
|
|
5,511,405
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
468,912
|
|
|
$
|
36,660
|
|
|
$
|
10,227
|
|
|
$
|
515,799
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
$
|
139,052
|
|
|
$
|
139,052
|
|
||||
Real estate rent
|
|
|
|
|
262,298
|
|
|
262,298
|
|
||||||
Depreciation and amortization
|
|
|
|
|
92,389
|
|
|
92,389
|
|
||||||
Income from operations
|
|
|
|
|
|
|
22,060
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
|
|
|
2,451
|
|
|
2,451
|
|
||||||
Interest expense, net
|
|
|
|
|
27,815
|
|
|
27,815
|
|
||||||
Income from equity investees
|
|
|
|
|
4,544
|
|
|
4,544
|
|
||||||
Loss before income taxes
|
|
|
|
|
|
|
(3,662
|
)
|
|||||||
Benefit for income taxes
|
|
|
|
|
(1,733
|
)
|
|
(1,733
|
)
|
||||||
Net loss
|
|
|
|
|
|
|
(1,929
|
)
|
|||||||
Less net income for noncontrolling interests
|
|
|
|
|
|
|
89
|
|
|||||||
Net loss attributable to common shareholders
|
|
|
|
|
|
|
$
|
(2,018
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Capital expenditures for property and equipment
|
$
|
200,513
|
|
|
$
|
58,197
|
|
|
$
|
71,287
|
|
|
$
|
329,997
|
|
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
45,153
|
|
|
26,782
|
|
|
71,935
|
|
||||
Total assets
|
767,639
|
|
|
516,343
|
|
|
375,859
|
|
|
1,659,841
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Travel
Centers
|
|
Convenience
Stores
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
3,763,536
|
|
|
$
|
224,894
|
|
|
$
|
67,018
|
|
|
$
|
4,055,448
|
|
Nonfuel
|
1,626,646
|
|
|
155,197
|
|
|
918
|
|
|
1,782,761
|
|
||||
Rent and royalties from franchisees
|
12,424
|
|
|
—
|
|
|
—
|
|
|
12,424
|
|
||||
Total revenues
|
5,402,606
|
|
|
380,091
|
|
|
67,936
|
|
|
5,850,633
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
483,564
|
|
|
$
|
17,259
|
|
|
$
|
3,215
|
|
|
$
|
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
|
|
|||||||
Less net income for noncontrolling interests
|
|
|
|
|
|
|
—
|
|
|||||||
Net income attributable to common shareholders
|
|
|
|
|
|
|
$
|
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
|
|
|
464,813
|
|
|
1,621,541
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Travel
Centers
|
|
Convenience
Stores
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
5,961,985
|
|
|
$
|
113,221
|
|
|
$
|
74,243
|
|
|
$
|
6,149,449
|
|
Nonfuel
|
1,539,996
|
|
|
76,634
|
|
|
172
|
|
|
1,616,802
|
|
||||
Rent and royalties from franchisees
|
12,382
|
|
|
—
|
|
|
—
|
|
|
12,382
|
|
||||
Total revenues
|
7,514,363
|
|
|
189,855
|
|
|
74,415
|
|
|
7,778,633
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
492,778
|
|
|
$
|
8,834
|
|
|
$
|
1,590
|
|
|
$
|
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
|
|
|||||||
Less net income for noncontrolling interests
|
|
|
|
|
|
|
—
|
|
|||||||
Net income attributable to common shareholders
|
|
|
|
|
|
|
$
|
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
|
|
|
476,154
|
|
|
1,393,007
|
|
16.
|
Selected Quarterly Financial Data (unaudited)
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
$
|
1,164,450
|
|
|
$
|
1,445,065
|
|
|
$
|
1,477,603
|
|
|
$
|
1,424,287
|
|
Gross profit (excluding depreciation)
|
340,292
|
|
|
378,498
|
|
|
394,796
|
|
|
361,620
|
|
||||
(Loss) income from operations
|
(8,778
|
)
|
|
12,311
|
|
|
23,129
|
|
|
(4,602
|
)
|
||||
(Benefit) provision for income taxes
|
(5,677
|
)
|
|
1,985
|
|
|
6,263
|
|
|
(4,304
|
)
|
||||
Net (loss) income attributable to
common shareholders
|
(9,944
|
)
|
|
3,521
|
|
|
10,898
|
|
|
(6,493
|
)
|
||||
Net (loss) income per common share
attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic and diluted
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
|
$
|
0.28
|
|
|
$
|
(0.17
|
)
|
Comprehensive (loss) income attributable
to common shareholders
|
$
|
(9,698
|
)
|
|
$
|
3,581
|
|
|
$
|
10,932
|
|
|
$
|
(6,582
|
)
|
|
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) attributable to
common shareholders
|
15,729
|
|
|
3,772
|
|
|
9,826
|
|
|
(1,608
|
)
|
||||
Net income (loss) per common share
attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted
|
$
|
0.41
|
|
|
$
|
0.10
|
|
|
$
|
0.26
|
|
|
$
|
(0.04
|
)
|
Comprehensive income (loss) attributable
to common shareholders
|
$
|
15,428
|
|
|
$
|
3,754
|
|
|
$
|
9,514
|
|
|
$
|
(1,652
|
)
|
|
|
|
|
TRAVELCENTERS OF AMERICA LLC
|
|||
|
|
|
|
|
|
|
|
|
Date:
|
February 28, 2017
|
|
By:
|
|
/s/ Andrew J. Rebholz
|
|
|
|
|
|
|
|
Name:
|
Andrew J. Rebholz
|
|
|
|
|
|
|
Title:
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Thomas M. O'Brien
|
|
Managing Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2017
|
Thomas M. O'Brien
|
|
|
||
|
|
|
|
|
/s/ Andrew J. Rebholz
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
February 28, 2017
|
Andrew J. Rebholz
|
|
|
||
|
|
|
|
|
/s/ William E. Myers
|
|
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
|
February 28, 2017
|
William E. Myers
|
|
|
||
|
|
|
|
|
/s/ Barry M. Portnoy
|
|
Managing Director
|
|
February 28, 2017
|
Barry M. Portnoy
|
|
|
||
|
|
|
|
|
/s/ Barbara D. Gilmore
|
|
Independent Director
|
|
February 28, 2017
|
Barbara D. Gilmore
|
|
|
||
|
|
|
|
|
/s/ Lisa Harris Jones
|
|
Independent Director
|
|
February 28, 2017
|
Lisa Harris Jones
|
|
|
||
|
|
|
|
|
/s/ Joseph L. Morea
|
|
Independent Director
|
|
February 28, 2017
|
Joseph L. Morea
|
|
|
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