XASE:TA Quarterly Report 10-Q Filing - 6/30/2012

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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

OR

 

o                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-33274

 

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-5701514

(State or Other Jurisdiction of Incorporation or

 

(I.R.S. Employer Identification No.)

Organization)

 

 

 

24601 Center Ridge Road, Suite 200, Westlake, OH  44145-5639

(Address of Principal Executive Offices)

 

(440) 808-9100

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o  No x

 

Number of Common Shares outstanding at August 2, 2012: 28,809,871 common shares.

 

 

 



Table of Contents

 

TRAVELCENTERS OF AMERICA LLC

 

FORM 10-Q

 

June 30, 2012

 

INDEX

 

 

 

Page

 

 

 

PART I — FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2012 and December 31, 2011

1

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three months ended June 30, 2012 and 2011

2

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the six months ended June 30, 2012 and 2011

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and 2011

4

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

27

 

 

 

Item 4.

Controls and Procedures

27

 

 

 

PART II — OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

27

 

 

 

Item 1A.

Risk Factors

27

 

 

 

Item 6.

Exhibits

28

 

 

 

 

Warning Concerning Forward Looking Statements

29

 

 

 

SIGNATURE

33

 

As used herein the terms “we”, “us”, “our” and “TA” include TravelCenters of America LLC and its consolidated subsidiaries unless otherwise expressly stated or the context otherwise requires.

 



Table of Contents

 

Part I.  Financial Information

 

Item 1.  Financial Statements

 

TravelCenters of America LLC

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

 

 

 

June 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

129,386

 

$

118,255

 

Accounts receivable (less allowance for doubtful accounts of $1,514 as of June 30, 2012, and $1,679 as of December 31, 2011)

 

155,018

 

130,672

 

Inventories

 

165,290

 

168,267

 

Other current assets

 

62,579

 

67,056

 

Total current assets

 

512,273

 

484,250

 

 

 

 

 

 

 

Property and equipment, net

 

523,713

 

479,943

 

Intangible assets, net

 

20,185

 

21,957

 

Other noncurrent assets

 

29,440

 

30,381

 

Total assets

 

$

1,085,611

 

$

1,016,531

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

178,276

 

$

149,051

 

Current HPT Leases liabilities

 

26,027

 

25,073

 

Other current liabilities

 

140,528

 

113,624

 

Total current liabilities

 

344,831

 

287,748

 

 

 

 

 

 

 

Noncurrent HPT Leases liabilities

 

358,145

 

364,369

 

Other noncurrent liabilities

 

47,280

 

45,813

 

Total liabilities

 

750,256

 

697,930

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common shares, no par value, 31,684 shares authorized at June 30, 2012, and December 31, 2011, and 28,810 and 28,776 shares issued and outstanding at June 30, 2012, and December 31, 2011, respectively

 

603,731

 

602,636

 

Accumulated other comprehensive income

 

1,126

 

1,134

 

Accumulated deficit

 

(269,502

)

(285,169

)

Total shareholders’ equity

 

335,355

 

318,601

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,085,611

 

$

1,016,531

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1



Table of Contents

 

TravelCenters of America LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Fuel

 

$

1,689,007

 

$

1,762,020

 

Nonfuel

 

348,743

 

329,508

 

Rent and royalties

 

3,757

 

3,429

 

Total revenues

 

2,041,507

 

2,094,957

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

Fuel

 

1,592,870

 

1,676,236

 

Nonfuel

 

154,414

 

142,345

 

Total cost of goods sold (excluding depreciation)

 

1,747,284

 

1,818,581

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Site level operating

 

176,088

 

171,183

 

Selling, general & administrative

 

24,366

 

22,206

 

Real estate rent

 

49,364

 

47,827

 

Depreciation and amortization

 

12,388

 

11,007

 

Total operating expenses

 

262,206

 

252,223

 

 

 

 

 

 

 

Income from operations

 

32,017

 

24,153

 

 

 

 

 

 

 

Income from equity investees

 

662

 

396

 

Acquisition costs

 

(316

)

(446

)

Interest income

 

360

 

172

 

Interest expense

 

(2,482

)

(2,216

)

Income before income taxes

 

30,241

 

22,059

 

Provision for income taxes

 

389

 

231

 

Net income

 

$

29,852

 

$

21,828

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Foreign currency translation adjustment, net of taxes of $(50) and $13, respectively

 

(127

)

35

 

Other

 

(3

)

39

 

Comprehensive income

 

$

29,722

 

$

21,902

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic and diluted

 

$

1.04

 

$

1.00

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2



Table of Contents

 

TravelCenters of America LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Fuel

 

$

3,372,200

 

$

3,255,306

 

Nonfuel

 

656,897

 

614,886

 

Rent and royalties

 

7,279

 

6,879

 

Total revenues

 

4,036,376

 

3,877,071

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

Fuel

 

3,207,617

 

3,108,644

 

Nonfuel

 

291,184

 

262,568

 

Total cost of goods sold (excluding depreciation)

 

3,498,801

 

3,371,212

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Site level operating

 

346,225

 

334,761

 

Selling, general & administrative

 

47,533

 

43,408

 

Real estate rent

 

98,879

 

95,137

 

Depreciation and amortization

 

24,230

 

22,629

 

Total operating expenses

 

516,867

 

495,935

 

 

 

 

 

 

 

Income from operations

 

20,708

 

9,924

 

 

 

 

 

 

 

Income from equity investees

 

462

 

217

 

Acquisition costs

 

(458

)

(446

)

Interest income

 

582

 

336

 

Interest expense

 

(4,994

)

(4,324

)

Income before income taxes

 

16,300

 

5,707

 

Provision for income taxes

 

633

 

451

 

Net income

 

$

15,667

 

$

5,256

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Foreign currency translation adjustment, net of taxes of $(3) and $77, respectively

 

(4

)

211

 

Other

 

(4

)

43

 

Comprehensive income

 

$

15,659

 

$

5,510

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic and diluted

 

$

0.54

 

$

0.26

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3



Table of Contents

 

TravelCenters of America LLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

15,667

 

$

5,256

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Noncash rent expense adjustments

 

(4,772

)

(2,552

)

Share based compensation expense

 

1,095

 

1,152

 

Depreciation and amortization expense

 

24,230

 

22,629

 

Income from equity investees

 

(462

)

(217

)

Distribution from equity investee

 

2,000

 

 

Amortization of deferred financing costs

 

175

 

142

 

Deferred income tax provision

 

208

 

104

 

Provision for doubtful accounts

 

14

 

217

 

Changes in assets and liabilities, net of effects of acquired businesses:

 

 

 

 

 

Accounts receivable

 

(24,364

)

(83,084

)

Inventories

 

4,217

 

(7,336

)

Other current assets

 

4,160

 

(9,784

)

Accounts payable and other current liabilities

 

57,965

 

67,267

 

Other, net

 

167

 

(726

)

Net cash provided by (used in) operating activities

 

80,300

 

(6,932

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds from sales of improvements to HPT

 

18,065

 

35,863

 

Acquisitions of businesses, net of cash acquired

 

(17,830

)

(31,216

)

Capital expenditures

 

(68,392

)

(38,516

)

Proceeds from asset sales

 

111

 

80

 

Net cash used in investing activities

 

(68,046

)

(33,789

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common shares, net

 

 

53,135

 

Proceeds from borrowings on revolving credit facility

 

 

(1,000

)

Repayment of borrowings on revolving credit facility

 

 

1,000

 

Payment of deferred financing fees

 

(22

)

 

Sale/leaseback financing obligation payments

 

(1,098

)

(1,023

)

Net cash provided by (used in) financing activities

 

(1,120

)

52,112

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(3

)

24

 

 

 

 

 

 

 

Net increase in cash

 

11,131

 

11,415

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

 

118,255

 

125,396

 

Cash and cash equivalents at the end of the period

 

$

129,386

 

$

136,811

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Interest paid (including rent classified as interest)

 

$

4,781

 

$

4,727

 

Income taxes paid (net of refunds)

 

950

 

609

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



Table of Contents

 

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

1.                                      Basis of Presentation, Business Description and Organization

 

TravelCenters of America LLC, which we refer to as the Company or we, us and our, operates and franchises travel centers under the “TravelCenters of America,” “TA,” “Petro Stopping Centers” and “Petro” brands primarily along the U.S. interstate highway system.  Our customers include long haul trucking fleets and their drivers, independent truck drivers and motorists.

 

Our travel centers typically include over 20 acres of land and offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants, travel and convenience stores and other driver amenities.  We also collect rents and franchise royalties from our franchisees.

 

At June 30, 2012, our business included 240 travel centers in 41 states and in Canada, 170 of which were operated under the “Travel Centers of America” or “TA” brand names and 70 of which were operated under the “Petro Stopping Centers” or “Petro” brand name.  Of these 240 travel centers, we operated 198, which we refer to as Company operated sites, and our franchisees operated 42. Of the 240 travel centers comprising our business at June 30, 2012, we owned 19 of the travel centers and we leased 145 of our TA branded sites and 40 of our Petro branded sites under leases with subsidiaries of Hospitality Properties Trust, or HPT, which we refer to as the TA Lease and Petro Lease, respectively, and which we refer to collectively as the HPT Leases.  We sublease to franchisees 10 of the travel centers we lease under the TA Lease.  In addition, we operate four other travel centers pursuant to lease or management agreements with parties other than HPT, including two sites owned by a joint venture in which we have a minority investment.  See Note 5 for a further description of the HPT Leases and our joint venture investment.

 

The financial information for the three and six months ended June 30, 2011, included in the accompanying financial statements and notes thereto were revised from the amounts previously reported for those periods.  Specifically, depreciation and amortization expense was decreased by $87 and $180, respectively, and interest expense was decreased by $74 and $148, respectively.  These revisions increased our net income for the three and six months ended June 30, 2011, by $161 and $328, or $0.01 and $0.02 per share, respectively.  We have determined that the effects of these revisions were not material.  For more information about these revisions, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011, or our Annual Report.

 

The accompanying condensed consolidated financial statements are unaudited.  These unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements.  The disclosures do not include all the information necessary for complete financial statements in accordance with GAAP.  These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report.  In the opinion of our management, all adjustments, which include normal recurring adjustments, considered necessary for a fair presentation have been included.  While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.  For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

 

Recently Issued Accounting Pronouncements

 

In June 2011, the Financial Accounting Standards Board (“FASB”) issued ASC Topic No. 220, Comprehensive Income, which amended its guidance on the presentation of comprehensive income in financial statements with a stated intention of improving the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance requires entities to report components of comprehensive income in either (1) a single statement that presents net income and comprehensive income, or (2) a separate statement of comprehensive income immediately following the income statement. Companies are no longer allowed to present comprehensive income on the statement of changes in shareholders’ equity. In both options, companies must present the components of net income, total net income, the components of other comprehensive income, total other comprehensive income and total comprehensive income. In addition, in December 2011, the FASB issued an amendment to the standard that deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement. The provisions of both pieces of new guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and requires retrospective application for all periods presented. Our adoption of this new standard, which was effective January 1, 2012, affected our presentation of comprehensive income but did not otherwise affect our financial position or results of operations.

 

5



Table of Contents

 

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

2.                                      Earnings Per Share

 

Unvested shares issued under our share award plan are deemed participating securities because they participate equally in earnings with all of our other common shares.   In May 2011, we issued 10,000 shares in a public offering.  The following table presents a reconciliation from net income to the net income available to common shareholders and the related earnings per share.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net income, as reported

 

$

29,852

 

$

21,828

 

$

15,667

 

$

5,256

 

Less: net income attributable to participating securities

 

1,715

 

1,400

 

901

 

369

 

Net income available to common shareholders

 

$

28,137

 

$

20,428

 

$

14,766

 

$

4,887

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares(1)

 

27,141

 

20,480

 

27,130

 

18,557

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income per share

 

$

1.04

 

$

1.00

 

$

0.54

 

$

0.26

 

 


(1)             Excludes the unvested shares granted under our share award plan.  The number of unvested participating shares as of the three and six months ended June 30, 2012 and 2011, was 1,655 and 1,403, respectively.

 

3.                                      Inventories

 

Inventories consisted of the following:

 

 

 

June 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Nonfuel merchandise

 

$

129,596

 

$

128,341

 

Petroleum products

 

35,694

 

39,926

 

Total inventories

 

$

165,290

 

$

168,267

 

 

4.                                    Acquisitions

 

In March 2012, we acquired a travel center in Georgia for $5,601 and we accounted for this transaction as a business combination.  We operate this travel center as a Petro Stopping Center.

 

In April 2012, we acquired a travel center in Pennsylvania for $7,541 and we accounted for this transaction as a business combination.  This travel center was formerly operated by a franchisee as a Petro Stopping Center and we now operate this travel center for our own account as a Petro Stopping Center.

 

In June 2012, we acquired two travel centers in Michigan.  We purchased these properties for an aggregate amount of $4,769 and we accounted for this transaction as a business combination.  We operate these travel centers as TravelCenters of America sites.

 

We have included the results of these acquired sites in our condensed consolidated financial statements from their respective dates of acquisition.  The pro forma impact of including the results of operations of the acquired business from the beginning of the period is not material to our condensed consolidated results of operations.  The following table summarizes the amounts assigned, based on their fair values, to the assets we acquired and liabilities we assumed in the business combinations described above.

 

6



Table of Contents

 

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

Cash

 

$

81

 

Inventories

 

1,241

 

Other current assets

 

19

 

Property and equipment

 

16,572

 

Other noncurrent assets

 

45

 

Other current liabilities

 

(47

)

Total purchase price

 

$

17,911

 

 

In July 2012, we acquired four travel centers in Indiana (three of which had been operated as Petro Stopping Centers by a franchisee) and a travel center in New Mexico for an aggregate amount of $22,133, net of cash acquired.  We expect to account for these transactions as business combinations.

 

During the three and six months ended June 30, 2012, we incurred and charged to expense $316 and $458, respectively, of acquisition costs related to our business combination transactions.  During the three and six months ended June 30, 2011, we incurred and charged to expense $446 of acquisition costs.

 

5.                                      Related Party Transactions

 

Relationship with HPT

 

HPT is our former parent company, our principal landlord and our largest shareholder.  We were created as a separate public company in 2007 as a result of our spin off from HPT.  As of June 30, 2012, HPT owned 2,540 of our common shares, representing approximately 8.8% of our outstanding common shares.  One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT.  Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is also a trustee of HPT, and his son-in-law is an executive officer of HPT.  Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, was a former executive officer of HPT.  In addition, one of our Independent Directors, Mr. Arthur Koumantzelis, was a trustee of HPT at the time we were created.  Mr. Koumantzelis resigned and ceased to be a trustee of HPT shortly before he joined our Board of Directors in 2007.

 

We have two leases with HPT, the TA Lease and the Petro Lease, pursuant to which we currently lease 185 travel centers from HPT.  Our TA Lease is for 145 travel centers that we operate under the “TravelCenters of America” or “TA” brand names.  Our Petro Lease is for 40 travel centers that we operate under the “Petro” brand name.  The TA Lease expires on December 31, 2022.  The Petro Lease expires on June 30, 2024, and may be extended by us for up to two additional periods of 15 years each.  The HPT Leases are “triple net” leases, which require us to pay all costs incurred in the operation of the leased travel centers, including personnel, utilities, acquiring inventories, services to customers, insurance, real estate and personal property taxes, environmental related expenses and ground lease payments, if any.  We also are required to generally indemnify HPT for certain environmental matters and for liabilities that arise from ownership or operation of the leased travel centers.

 

Effective February 1, 2012, the annual rent amount payable under the TA Lease increased by $5,000 pursuant to the final fixed rent increase included in the HPT Leases.  Effective January 2012, we began to accrue percentage rent payable to HPT under the TA Lease, which is based on the excess of our fuel and nonfuel revenues over the 2011 period.  The percentage rent is paid to HPT quarterly in arrears.  The total amount of this percentage rent recognized as expense during the three and six months ended June 30, 2012 was $326 and $1,055, respectively.

 

Under the HPT Leases, we may request that HPT purchase approved amounts for renovations, improvements and equipment at the leased travel centers, in return for annual rent increases according to the following formula: the rent per year will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%.  During the six months ended June 30, 2012, pursuant to the terms of the HPT Leases, we sold to HPT $18,065 of improvements we previously made to properties leased from HPT, and as a result, our annual rent payable to HPT increased by approximately $1,535.  As of June 30, 2012, our property and equipment balance included $13,236 for similar improvements we have made to HPT owned sites that we expect to request that HPT purchase from us for an increase in future rent; however, HPT is not obligated to fund such amounts.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

The following table summarizes the various amounts related to our HPT Leases that are reflected in our operating results and a reconciliation of those amounts to our consolidated financial statements:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Cash payments for rent for HPT Leases (1)

 

$

51,713

 

$

48,966

 

$

103,314

 

$

97,465

 

Accrued estimated percentage rent not yet paid

 

208

 

 

208

 

 

Required straight line rent adjustments

 

(1,013

)

421

 

(1,551

)

2,236

 

Less interest paid on deferred rent obligation

 

 

 

 

(1,450

)

Less sale/leaseback financing obligation amortization

 

(549

)

(438

)

(1,098

)

(1,023

)

Less portion of rent payments recognized as interest expense

 

(1,810

)

(1,921

)

(3,620

)

(3,694

)

Less deferred tenant improvements allowance amortization

 

(1,692

)

(1,692

)

(3,384

)

(3,384

)

Rent expense related to HPT Leases

 

46,857

 

45,336

 

93,869

 

90,150

 

Rent paid to others (2)

 

2,453

 

2,448

 

4,847

 

4,892

 

Straight line rent adjustments for other leases

 

54

 

43

 

163

 

95

 

Total real estate rent expense

 

$

49,364

 

$

47,827

 

$

98,879

 

$

95,137

 

 


(1)  Includes the final payment for interest on TA’s deferred rent obligation made in January 2011.

 

(2)  Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT.

 

The following table summarizes the various amounts related to our HPT Leases that are included in our balance sheets.

 

 

 

June 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Current HPT Leases liabilities:

 

 

 

 

 

Accrued rent

 

$

16,984

 

$

16,109

 

Current portion of sale/leaseback financing obligation (1)

 

2,274

 

2,195

 

Total current HPT Leases obligations

 

19,258

 

18,304

 

Current portion of deferred tenant improvements allowance(2)

 

6,769

 

6,769

 

Total Current HPT Leases liabilities

 

$

26,027

 

$

25,073

 

 

 

 

 

 

 

Noncurrent HPT Leases liabilities:

 

 

 

 

 

Deferred rent obligation (3)

 

$

150,000

 

$

150,000

 

Sale/leaseback financing obligation (1)

 

96,588

 

97,765

 

Straight line rent accrual (4)

 

47,257

 

48,920

 

Total noncurrent HPT Lease obligations

 

293,845

 

296,685

 

Deferred tenant improvements allowance (2)

 

64,300

 

67,684

 

Total Noncurrent HPT Lease liabilities

 

$

358,145

 

$

364,369

 

 


(1)                                     Sale/leaseback Financing Obligation.  GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheet the leased assets at thirteen of the travel centers previously owned by our predecessor that we now lease from HPT because we sublease more than a minor portion of those travel centers to third parties, and one travel center did not qualify for operating lease treatment for other reasons.  Accordingly, we recorded the leased assets at these travel centers at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale/leaseback financing obligation in our consolidated balance sheet.  We recognize a portion of the total rent payments to HPT related to these assets as amortization of the sale/leaseback financing obligation and a portion as interest expense in our consolidated statements of operations.  We determined the allocation of these rent payments to the liability and to interest expense using the effective interest method. The amounts allocated to interest expense were $1,810 and $1,921, respectively, for the three months ended June 30, 2012 and 2011 and $3,620 and $3,694, respectively, during the six months ended June 30, 2012 and 2011.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

(2)                                     Deferred Tenant Improvements Allowance.  Under the TA Lease, HPT provided us with a commitment to fund up to $125,000 of capital projects at the leased sites, without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds.  In connection with this commitment, we recognized a liability for the deferred rent related to this tenant improvements allowance.  This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those tenant improvements funding payments.  We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of rent expense.

 

(3)                                     Deferred Rent Obligation.  Pursuant to our rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT.  The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024.  This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us.

 

(4)                                     Straight Line Rent Accrual.  The TA Lease included scheduled rent increases over the lease term, as do certain of the leases for properties we sublease from HPT but pay the rent directly to HPT’s landlords.  We recognize the effects of those scheduled rent increases in rent expense over the lease terms on a straight line basis, with offsetting entries to this accrual balance.

 

Relationship with RMR

 

Reit Management & Research LLC, or RMR, provides business management and shared services to us pursuant to a business management and shared services agreement, or our business management agreement.  RMR also provides building management services to us for our headquarters building pursuant to a property management agreement.  Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, including HPT.  One of our Managing Directors, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR.  Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is an owner of RMR and serves as President, Chief Executive Officer and director of RMR.  Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, is also an Executive Vice President of RMR.  Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are each a Senior Vice President of RMR.  HPT’s executive officers are officers of RMR.  Our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR provides management services.  Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies.

 

Pursuant to our business management agreement with RMR, we incurred expenses of $2,732 and $2,548 for the three months ended June 30, 2012 and 2011, respectively, and $5,054 and $4,682 for the six months ended June 30, 2012 and 2011, respectively.  In connection with our property management agreement with RMR, we incurred property management fees of $30 and $60 for the three and six months ended June 30, 2012, respectively.  These amounts are included in selling, general and administrative expenses in our condensed consolidated financial statements.

 

Relationship with AIC

 

We, RMR, HPT and five other companies to which RMR provides management services each currently own 12.5% of Affiliates Insurance Company, or AIC, an Indiana insurance company.  One of those five other companies became a shareholder of AIC during the quarter ended June 30, 2012.  All of our Directors and nearly all of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC.  RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC.  Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC.  Our investment in AIC had a carrying value of $5,408 and $5,291 as of June 30, 2012, and December 31, 2011, respectively.   We recognized income of $76 and $48 for the three months ended June 30, 2012 and 2011, respectively, and $121 and $83 for the six months ended June 30, 2012 and 2011, respectively, related to this investment.  We and the other shareholders of AIC have purchased property insurance providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts.  This program was modified and extended in June 2012 for a one year term and we paid a premium, including taxes and fees, of $3,183 in connection with that renewal, which amount may be adjusted from time to time in response to our acquisition and disposition of properties that are included in that program.  We are also currently investigating the possibilities to expand our insurance relationships with AIC to include other types of

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

insurance.  We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so.  By participating in this insurance business with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by possibly reducing our insurance expenses or by realizing our pro-rata share of any profits of this insurance business.

 

Relationship with PTP

 

We own a 40% interest in Petro Travel Plaza Holdings LLC, or PTP, and operate the two travel centers that PTP owns for which we receive management and accounting fees.  The carrying value of our investment in PTP as of June 30, 2012 and December 31, 2011, was $16,912 and $18,571, respectively.  During the three and six months ended June 30, 2012 and 2011, we recognized management and accounting fee income of $200 and $400, respectively.  At June 30, 2012 and December 31, 2011, we had a net payable to PTP of $1,115 and $559, respectively.  During the three and six months ended June 30, 2012 and 2011, we recognized income of $586 and $341, respectively, and $348 and $134, respectively, related to this investment.  In June 2012, we received a $2,000 distribution from PTP that represented a return on our investment.  Accordingly, this distribution is included in cash provided by operating activities in the accompanying statement of cash flows.

 

For further information about these and other such relationships and related person transactions, please see elsewhere in this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions” in Part I, Item 2 and “Warning Concerning Forward Looking Statements,” and our Annual Report, our Proxy Statement for our 2012 Annual Meeting of Shareholders dated March 16, 2012, or our Proxy Statement, and our other filings with the SEC, including Note 18 to our Consolidated Financial Statements included in our Annual Report, the sections captioned “Warning Concerning Forward Looking Statements,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions” of our Annual Report and the section captioned “Related Person Transactions and Company Review of Such Transactions” and the information regarding our Directors and executive officers in our Proxy Statement.  In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise from these transactions and relationships.  Our filings with the SEC, including our Annual Report and our Proxy Statement, are available at the SEC’s website at www.sec.gov.  In addition, copies of certain of our agreements with these related parties, including our leases, deferral agreement and related amendments with HPT, our business management agreement and property management agreement with RMR and our shareholders agreement with AIC and its shareholders, are also publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website.

 

6.                                      Commitments and Contingencies

 

Commitments

 

As of June 30, 2012, we had entered agreements to acquire four travel centers for an aggregate amount of $14,100 (plus the cost of saleable inventories).  We completed the purchase of these travel centers during July 2012.

 

Guarantees

 

In the normal course of our business we periodically enter into agreements that contain guarantees or indemnification provisions.  While we cannot estimate the maximum amount to which we may be exposed under these agreements, we do not believe that any potential guaranty or indemnification is likely to have a material adverse effect on our consolidated financial position or results of operations.

 

We offer a warranty of our workmanship in our truck service facilities, but we believe the annual warranty expense and corresponding liability are not material to us.

 

Environmental Matters

 

Extensive environmental laws regulate our operations and properties.  These laws may require us to investigate and clean up hazardous substances, including petroleum products, released at our owned and leased properties.  Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance.  We use both underground storage tanks and above ground storage tanks to store petroleum products and waste at our travel centers.  We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release.  At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water.  Under the terms of our leases, we generally have agreed to indemnify HPT for any environmental liabilities

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

related to travel centers that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the travel centers.

 

From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our travel centers.  Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our travel centers.  In some cases we received, and may receive, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at travel centers purchased from those indemnitors.  To the extent we incur material amounts for environmental matters for which we do not receive insurance or other third party reimbursement or for which we have not previously recorded a reserve, our operating results may be materially adversely affected.  In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.

 

At June 30, 2012, we had a gross accrued liability of $11,130 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $3,844, resulting in an estimated net amount of $7,286 that we expect to need to fund from future cash flows.  We do not have a reserve for unknown current or potential future environmental matters.  Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments.  We do not precisely know the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, based on our current knowledge we do not expect that our net costs for such matters to be incurred at our travel centers, individually or in the aggregate, would be material to our financial condition or results of operations.

 

We have insurance of up to $35,000 for certain environmental liabilities at certain of our travel centers that were known at the time the policies were issued, and up to $60,000 for certain environmental liabilities not known by us at the time the policies were issued, subject, in each case, to certain limitations and deductibles.  However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

 

While the costs of our environmental compliance in the past have not had a material adverse impact on us, it is impossible to predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending.  We cannot be certain that contamination presently unknown to us does not exist at our sites, or that material liability will not be imposed on us in the future.  If we discover additional environmental problems, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.  In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters may be adopted or administered and enforced differently in the future, which could require us to expend significant amounts.  For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor vehicle gasoline and diesel fuel, could negatively impact our business.  Further, legislation and regulations that limit carbon emissions also may cause our energy costs at our travel centers to increase.

 

Legal Proceedings

 

In July 2008, Riverside County in the State of California filed litigation against us in the Superior Court of California for Riverside County, seeking civil penalties and injunctive relief for alleged past violations of various state laws and regulations relating to management of underground storage tanks.  In April 2009, the California Attorney General intervened in that case.  In December 2010, the Attorney General and the Riverside County District Attorney filed a consolidated complaint in the Superior Court of California for Riverside County in which they combined the allegations of their previous separate complaints into a single complaint, seeking unspecified civil penalties and injunctive relief, and added as an additional defendant HPT TA Properties Trust, which is a subsidiary of HPT and a landlord under the TA Lease.  Under the TA Lease, we are liable to indemnify HPT TA Properties Trust for any liabilities, costs and expenses it incurs in connection with this litigation.  In October 2011, the parties reached an agreement to settle these claims for $1,200, with a credit to us in the amount of $250 for certain improvements that we have made to our Riverside County facility.  We paid the cash portion of the settlement of $950 in April 2012.  The terms of the settlement include injunctive relief provisions requiring that TA comply with certain California environmental laws applicable to underground storage tank systems and the management of hazardous substances.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

In February 2012, Riverside County in the State of California performed its annual inspection of the underground storage tank systems at one of our sites and subsequently asserted that we were in violation of state laws and regulations governing the operation of those systems.  We are in the process of reviewing the merits of these new claims and we have demanded indemnification from third parties who we believe may be responsible for these alleged violations.

 

In May 2010, the California Attorney General filed a litigation on behalf of the California State Water Resources Control Board, or SWRCB, against various defendants, including us, HPT TA Properties Trust, PTP and Tejon Development Corporation, or Tejon, in the Superior Court of California for Alameda County seeking unspecified civil penalties and injunctive relief for alleged violations of underground storage tank laws and regulations at various facilities in Kern and Merced counties.  On July 26, 2010, the California Attorney General voluntarily dismissed this litigation against us and the other named defendants, and on September 2, 2010, refiled its complaint against the same defendants in the Superior Court of California for Merced County, seeking unspecified civil penalties and injunctive relief.  The parties are presently engaged in discovery and the court has not yet set a date for a trial.  We disagree with the Attorney General’s allegations, and we intend to defend this lawsuit if a settlement is not reached.  Under the TA Lease and our expired lease agreement with Tejon for a site that has since been closed, we are liable to indemnify HPT TA Properties Trust and Tejon for any liabilities, costs and expenses they incur in connection with this litigation.

 

Beginning in December 2006, a series of class action lawsuits was filed against numerous companies in the petroleum industry, including our predecessor and our subsidiaries, in U.S. district courts in over 20 states.  Major petroleum refiners and retailers were named as defendants in one or more of these lawsuits.  The plaintiffs in the lawsuits generally allege that they are retail purchasers who purchased motor fuel at temperatures greater than 60 degrees Fahrenheit at the time of sale.  One theory alleges that the plaintiffs purchased smaller amounts of motor fuel than the amount for which defendants charged them because the defendants measured the amount of motor fuel they delivered by volumes which, at higher temperatures, contain less energy.  A second theory alleges that fuel taxes are calculated in temperature adjusted 60 degree gallons and are collected by governmental agencies from suppliers and wholesalers, who are reimbursed in the amount of the tax by the defendant retailers before the fuel is sold to consumers.  These “tax” cases allege that, when the fuel is subsequently sold to consumers at temperatures above 60 degrees, the retailers sell a greater volume of fuel than the amount on which they paid tax, and therefore reap unjust benefit because the customers pay more tax than the retailer pays.  We believe that there are substantial factual and legal defenses to the theories alleged in these so called “hot fuel” lawsuits.  The “temperature” cases seek nonmonetary relief in the form of an order requiring the defendants to install devices that display the temperature of the fuel and/or temperature correcting equipment on their retail fuel pumps and monetary relief in the form of damages, but the plaintiffs have not quantified the damages they seek.  The “tax” cases also seek monetary relief.  Plaintiffs have proposed a formula (which we dispute) to measure these damages as the difference between the amount of fuel excise taxes paid by defendants and the amount collected by defendants on motor fuel sales.  Plaintiffs have taken the position in filings with the Court that under this approach, our damages for an eight-year period for one state would be approximately $10,700.  We deny liability and disagree with the plaintiffs’ positions.  All of these cases have been consolidated in the U.S. District Court for the District of Kansas pursuant to multi-district litigation procedures.  On May 28, 2010, that Court ruled that, with respect to two cases originally filed in the U.S. District Court for the District of Kansas, it would grant plaintiffs’ motion to certify a class of plaintiffs seeking injunctive relief (implementation of fuel temperature equipment and/or posting of notices regarding the effect of temperature on fuel).  On January 19, 2012, the Court amended its prior ruling, and certified a class with respect to plaintiffs’ claims for damages as well.  A TA entity was named in one of those two Kansas cases, but the Court ruled that the named plaintiffs were not sufficient to represent a class as to TA.  Several defendants in the Kansas cases, including major petroleum refiners, have entered into multi-state settlements, which have not yet been approved by the Court.  A trial against the remaining defendants in the Kansas cases is scheduled for August 27, 2012.  The U.S. District Court for the District of Kansas has not issued a decision on class certification with respect to the remaining cases that have been consolidated in the multi-district litigation.  Because various motions are pending, we cannot estimate our ultimate exposure to loss or liability, if any, related to these lawsuits.  However, the continued cost of litigating these cases could be significant.

 

On April 6, 2009, five independent truck stop owners, who are plaintiffs in a purported class action suit against Comdata Network, Inc., or Comdata, in the U.S. District Court for the Eastern District of Pennsylvania, filed a motion to amend their complaint to add us as a defendant, which was allowed on March 25, 2010.  The amended complaint also added as defendants Ceridian Corporation, Pilot Travel Centers LLC and Love’s Travel Stops & Country Stores, Inc.  Comdata markets fuel cards which are used for payments by trucking companies at truck stops.  The amended complaint alleged antitrust violations arising out of Comdata’s contractual relationships with truck stops in connection with its fuel cards.  The plaintiffs have sought unspecified damages and injunctive relief.  On March 24, 2011, the Court dismissed the claims against TA in the amended complaint, but granted plaintiffs leave to file a new amended complaint.  Four independent truck stop owners, as plaintiffs, filed a new amended complaint against us on April 21, 2011, repleading their claims.  On May 6, 2011, we renewed our motion to dismiss the complaint with prejudice while discovery otherwise proceeded.  The Court denied our renewed motion to dismiss on March 29, 2012, and we filed an answer to the

 

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Table of Contents

 

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

 

complaint on April 30, 2012.  A trial schedule for the matter has not otherwise been set.  We believe that there are substantial factual and legal defenses to the plaintiffs’ claims against us, but that the costs to defend this case could be significant.

 

In addition to the legal proceedings referenced above, we are involved from time to time in various other legal and administrative proceedings, including tax audits, incidental to the ordinary course of our business, none of which we expect, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash flows.

 

7.                                      Income Taxes

 

Because we do not have sufficient history of generating taxable income we do not currently recognize in our income tax provision the future benefit of all of our deferred tax assets, including the tax benefit associated with our loss carry forwards from prior years.  We will continue to assess our ability to generate taxable income during future periods in which our deferred tax assets may be realized.  If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statement of operations, which will affect our results of operations.  As a result of certain trading in our shares during 2007, our 2007 federal net operating loss of $50,346 and other tax credit carry forwards are generally not available to us for the purpose of offsetting future taxable income because of certain Internal Revenue Code provisions regarding changes in ownership of our common shares.  As of December 31, 2011, we had an unrestricted available federal net operating loss carry forward of approximately $146,268.  Our federal, and the majority of our state, net operating loss carry forwards will begin to expire in 2027.  Certain of our other state net operating loss carry forwards will begin to expire in 2012.  In addition, certain states have temporarily suspended the use of net operating loss carry forwards.

 

For the three months ended June 30, 2012 and 2011, we recognized tax expense of $389 and $231, respectively, which included tax expense of $232 and $179, respectively, for state taxes on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $52 in each quarter related to a noncash deferred liability arising from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.  For the three months ended June 30, 2012, tax expense also includes $105 related to a noncash deferred liability arising from foreign currency translation adjustments which are unavailable to offset our deferred tax assets.

 

For the six months ended June 30, 2012 and 2011, we recognized tax expense of $633 and $451, respectively, which included tax expense of $424 and $347, respectively, for state taxes on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $104 during each of the six month periods related to a noncash deferred liability arising from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.  For the six months ended June 30, 2012, tax expense also includes $105 related to a noncash deferred liability arising from foreign currency translation adjustments which are unavailable to offset our deferred tax assets.

 

8.                                         Other Information

 

Interest expense consisted of the following:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

HPT rent classified as interest

 

$

1,810

 

$

1,921

 

$

3,620

 

$

3,694

 

Amortization of deferred financing costs

 

88

 

71

 

175

 

142

 

Other

 

584

 

224

 

1,199

 

488

 

Interest expense

 

$

2,482

 

$

2,216

 

$

4,994

 

$

4,324

 

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview (dollars in thousands)

 

The following discussion should be read in conjunction with the financial statements included elsewhere in this Quarterly Report on Form 10-Q, or this Quarterly Report, and in our Annual Report.

 

Our revenues and income are subject to potentially material changes as a result of the market prices of fuel, as well as the availability of these products.  These factors are subject to the worldwide petroleum products supply chain, which historically has incurred price and supply volatility and, in some cases, shocks as a result of, among other things, severe weather, terrorism, political crises, wars and other military actions and variations in demand, which are often the result of changes in the macroeconomic environment.  Over the past few years there has been significant volatility in the cost of fuel.  During 2011, fuel prices generally rose during the first quarter of 2011 due in part to the political unrest in Northern Africa and the Middle East.  Fuel prices began to decline during the second quarter of 2011, and during the second half of 2011 fuel prices generally continued to decline due to, among other reasons, concerns the U.S. and global economies were sliding into a recession.  During the first half of 2012, prices have generally continued to decrease due to continued global economic concerns, including economic conditions in Europe, and at June 30, 2012, fuel prices were below the price level of June 30, 2011.  We expect that significant changes in our costs for fuel products can largely be passed on to our customers, but often there are delays in passing on price changes that can affect our fuel gross margins.  Although other factors have an effect, fuel gross margins per gallon tend to be lower during periods of rising fuel commodity prices and higher during periods of falling fuel commodity prices.  Also, fuel price increases and volatility can have negative effects on our sales and profitability and increase our working capital requirements.  We expect that the fuel markets will continue to be volatile for the foreseeable future.

 

The trucking industry is the primary customer for our goods and services.  Freight and trucking demand in the U.S. historically generally reflects the level of commercial activity in the U.S. economy.  The slow improvement of the U.S. economy generally, and the improving financial condition and increased activity of the trucking industry in the U.S. specifically, impacted our financial results during the first half of 2012.  However, the improved fuel efficiency of heavy truck engines and other fuel conservation practices of trucking companies have somewhat reduced the demand for diesel fuel that might otherwise exist for a given level of U.S. economic activity.  Reflecting these and other factors, our nonfuel revenues in the first half of 2012 increased on a same site basis over the prior year, but our 2012 fuel sales volumes on a same site basis were largely unchanged compared to the prior year and the level of fuel sales volume continues to be well below that experienced before the U.S. economic recession which began in late 2007 or 2008.  While the U.S. economy has been slowly growing over the past several quarters and trucking activity measures reflect continued growth in that industry, the strength and sustainability of any economic recovery remains uncertain.  If the U.S. economy worsens, our financial results may not improve and may decline, resulting in losses from operations.

 

There can be no assurance that industry conditions will not deteriorate or that any one or more of the risks identified under the section “Risk Factors,” “Warning Concerning Forward Looking Statements” or elsewhere in our Annual Report, under “Warning Concerning Forward Looking Statements” or elsewhere in this Quarterly Report, or some other unidentified risk will not manifest itself in a manner which is material and adverse to our results of operations, cash flow or financial position.

 

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Table of Contents

 

Number of Travel Center Sites

 

The following table summarizes the changes in the number of travel center sites (company operated and franchisee operated) from December 31, 2010 through June 30, 2012:

 

 

 

 

 

 

 

Franchisee

 

 

 

 

 

 

 

 

 

Owned

 

 

 

 

 

Company

 

Franchisee

 

and

 

 

 

 

 

Operated

 

Operated

 

Operated

 

Total

 

Number of travel centers at December 31, 2010

 

188

 

10

 

30

 

228

 

 

 

 

 

 

 

 

 

 

 

January - June 2011 Activity:

 

 

 

 

 

 

 

 

 

Acquired travel centers

 

6

 

 

(1

)

5

 

Opened franchised travel center

 

 

 

1

 

1

 

Number of travel centers at June 30, 2011

 

194

 

10

 

30

 

234

 

 

 

 

 

 

 

 

 

 

 

July - December 2011 Activity:

 

 

 

 

 

 

 

 

 

New franchised travel centers

 

 

 

3

 

3

 

Number of travel centers at December 31, 2011

 

194

 

10

 

33

 

237

 

 

 

 

 

 

 

 

 

 

 

January — June 2012 Activity:

 

 

 

 

 

 

 

 

 

Acquired travel centers

 

4

 

 

(1

)

3

 

Number of travel centers at June 30, 2012

 

198

 

10

 

32

 

240

 

 

During July 2012 we acquired five travel centers that we now operate, three of which had been owned and operated by a franchisee under the Petro brand as of June 30, 2012.

 

Relevance of Fuel Revenues

 

Due to volatile pricing of fuel products and our pricing to fuel customers, we believe that fuel revenue is not a reliable basis for analyzing our results of operations from period to period.  As a result solely of changes in fuel prices, our fuel revenue may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volumes or in fuel gross margin per gallon.  We consider fuel volumes and fuel gross margin to be better measures of comparative performance than fuel revenues.  However, fuel pricing and revenues can materially impact our working capital requirements; see “Liquidity and Capital Resources” below.

 

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Table of Contents

 

Results of Operations (dollars in thousands)

 

Three months ended June 30, 2012 compared to June 30, 2011

 

The following table presents changes in our operating results for the three months ended June 30, 2012, as compared with the three months ended June 30, 2011.

 

 

 

Three Months Ended
June 30,

 

$

 

%

 

(dollars in thousands)

 

2012

 

2011

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Fuel

 

$

1,689,007

 

$

1,762,020

 

$

(73,013

)

-4.1

%

Nonfuel

 

348,743

 

329,508

 

19,235

 

5.8

%

Rent and royalties

 

3,757

 

3,429

 

328

 

9.6

%

Total revenues

 

2,041,507

 

2,094,957

 

(53,450

)

-2.6

%

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

 

 

 

 

Fuel

 

1,592,870

 

1,676,236

 

(83,366

)

-5.0

%

Nonfuel

 

154,414

 

142,345

 

12,069

 

8.5

%

Total cost of goods sold (excluding depreciation)

 

1,747,284

 

1,818,581

 

(71,297

)

-3.9

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Site level operating expenses

 

176,088

 

171,183

 

4,905

 

2.9

%

Selling, general & administrative expense

 

24,366

 

22,206

 

2,160

 

9.7

%

Real estate rent

 

49,364

 

47,827

 

1,537

 

3.2

%

Depreciation and amortization expense

 

12,388

 

11,007

 

1,381

 

12.5

%

Total operating expenses

 

262,206

 

252,223

 

9,983

 

4.0

%

 

 

 

 

 

 

 

 

 

 

Income from operations

 

32,017

 

24,153

 

7,864

 

32.6

%

 

 

 

 

 

 

 

 

 

 

Income from equity investees

 

662

 

396

 

266

 

67.2

%

Acquisition costs

 

(316

)

(446

)

130

 

-29.1

%

Interest income

 

360

 

172

 

188

 

109.3

%

Interest expense

 

(2,482

)

(2,216

)

(266

)

12.0

%

Income before income taxes

 

30,241

 

22,059

 

8,182

 

37.1

%

Provision for income taxes

 

389

 

231

 

158

 

68.4

%

Net income

 

$

29,852

 

$

21,828

 

$

8,024

 

36.8

%

 

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Table of Contents

 

Same Site Comparisons. As part of the discussion and analysis of our operating results we refer to increases and decreases in results on a same site basis.  For purposes of these comparisons, we include a travel center in the following same site comparisons only if we or a franchisee continuously operated it from April 1, 2011, through June 30, 2012.  We do not exclude travel centers from the same site comparisons as a result of expansions in their size or changes in the services offered.  The table below excludes the data of two travel centers TA operates that are owned by a joint venture.

 

(gallons and dollars in thousands,

 

Three Months Ended June 30,

 

$

 

%

 

except per gallon amounts)

 

2012

 

2011

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

Number of company operated travel centers

 

186

 

186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel: (1)

 

 

 

 

 

 

 

 

 

Sales volume (gallons)

 

487,609

 

498,770

 

(11,161

)

-2.2

%

Revenues

 

$

1,561,111

 

$

1,663,110

 

$

(101,999

)

-6.1

%

Gross margin

 

$

93,349

 

$

83,921

 

$

9,428

 

11.2

%

Gross margin per gallon

 

$

0.191

 

$

0.168

 

$

0.023

 

13.7

%

 

 

 

 

 

 

 

 

 

 

Nonfuel: (1)

 

 

 

 

 

 

 

 

 

Revenues

 

$

339,981

 

$

326,832

 

$

13,149

 

4.0

%

Gross margin

 

$

189,783

 

$

185,725

 

$

4,058

 

2.2

%

Gross margin percentage

 

55.8

%

56.8

%

 

 

-100

b.p.

 

 

 

 

 

 

 

 

 

 

Total gross margin(1) 

 

$

283,132

 

$

269,646

 

$

13,486

 

5.0

%

 

 

 

 

 

 

 

 

 

 

Site level operating expenses (1) 

 

$

168,751

 

$

168,139

 

$

612

 

0.4

%

 

 

 

 

 

 

 

 

 

 

Net site level operating expenses as a percentage of nonfuel revenues

 

49.6

%

51.4

%

 

 

-180

b.p.

Net site level gross margin in excess of site level operating expenses(1) 

 

$

114,381

 

$

101,507

 

$

12,874

 

12.7

%

 

 

 

 

 

 

 

 

 

 

Number of franchisee operated travel centers

 

39

 

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent and royalty revenues

 

$

3,415

 

$

3,281

 

$

134

 

4.1

%

 


(1)                             Includes fuel volume, gross margin, revenues and site level operating expenses for only those travel centers that were company operated during the entirety of both of the periods presented.

 

Revenues.  Revenues for the three month period ended June 30, 2012, were $2,041,507, which represented a decrease from the quarter ended June 30, 2011, of $53,450, or 2.6%, primarily related to a decrease in fuel revenue.

 

Fuel revenues were 82.7% of total revenues for the quarter ended June 30, 2012, compared to 84.1% for the same period in 2011.  Fuel revenues for the quarter ended June 30, 2012, were $1,689,007, a decrease of $73,013, or 4.1%, compared to the same period in 2011.  This decrease was principally the result of decreases in fuel prices and also resulted from decreased fuel sales  volume, which decreases were partially offset by fuel sales at travel centers we acquired or opened since April 1, 2011.  The table below shows the changes in fuel revenues between periods that resulted from price and volume changes:

 

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Table of Contents

 

 

 

Gallons

 

Fuel

 

(gallons and dollars in thousands)

 

Sold

 

Revenues

 

 

 

 

 

 

 

Results for three months ended June 30, 2011

 

529,570

 

$

1,762,020

 

 

 

 

 

 

 

Decrease due to petroleum products price changes

 

 

(70,910

)

Decrease due to same site volume changes

 

(11,161

)

(35,679

)

Increase due to travel centers acquired or opened

 

10,882

 

34,753

 

Other changes, net

 

(368

)

(1,177

)

Net change from prior year period

 

(647

)

(73,013

)

 

 

 

 

 

 

Results for three months ended June 30, 2012

 

528,923

 

$

1,689,007

 

 

On a same site basis, fuel sales volume for our company operated travel centers decreased by 11,161 gallons, or 2.2%, during the three months ended June 30, 2012, compared to the same period in 2011.  We believe this decrease was largely the result of capital projects during 2012 to replace fuel dispensers and install diesel exhaust fluid dispensers that required us to take certain diesel dispensers out of service during the period as well as our decisions to avoid certain lower margin sales.

 

Nonfuel revenues were 17.1% of total revenues for the quarter ended June 30, 2012, compared to 15.7% for the same period in 2011.  Nonfuel revenues for the three months ended June 30, 2012, were $348,743, an increase of $19,235, or 5.8%, compared to the same period in 2011.  The majority of the change between years related to those sites we operated continuously during both periods.  On a same site basis for our company operated sites, nonfuel revenues increased by $13,149, or 4.0%, during the three months ended June 30, 2012, compared to the same period in 2011.  We believe the same site nonfuel revenue increase reflects increased customer spending due to increased customer traffic, certain price increases we have instituted as a result of increased prices we paid for nonfuel inventory purchases and the effects of certain of our marketing initiatives.  The increase in nonfuel revenues was also the result of sales at the travel centers we acquired or opened since the first quarter of 2011.

 

Rent and royalty revenues for the three months ended June 30, 2012, were $3,757, an increase of $328, or 9.6%, compared to the same period in 2011.  Rent and royalties increased as a result of increased nonfuel revenues at our franchisee locations and the addition of three franchisee locations since the first quarter of 2011. These increases were partially offset by our acquisition of two franchise travel centers that we now operate; these travel centers were acquired in May 2011 and April 2012, respectively.

 

Cost of goods sold (excluding depreciation). Cost of goods sold for the three months ended June 30, 2012, was $1,747,284, a decrease of $71,297, or 3.9%, compared to the same period in 2011.  Fuel cost of goods sold for the quarter ended June 30, 2012, of $1,592,870 decreased by $83,366, or 5.0%, compared to the same period in 2011.  This decrease in fuel cost of goods sold primarily resulted from the decrease in fuel prices and also from the slight decline in fuel sales volume.  The fuel gross margin per gallon of $0.191 on a same site basis for the three months ended June 30, 2012, was $0.023 per gallon higher than for the same period of 2011, primarily as a result of variations in market prices for fuel and our decisions regarding pricing.

 

Nonfuel cost of goods sold for the three months ended June 30, 2012, was $154,414, an increase of $12,069, or 8.5%, compared to the same period in 2011.  Nonfuel cost of goods sold increased due to the nonfuel sales increases noted above, combined with increases in product unit costs.  Nonfuel gross margin for the three months ended June 30, 2012, was $194,329, compared to $187,163 during the same period of 2011.  Nonfuel gross margin was 55.7% and 56.8% of nonfuel revenues during the second quarters of 2012 and 2011, respectively.  The nonfuel gross margin percentage primarily decreased as a result of a change in the mix of truck service products and services sold and a delay in reflecting certain product cost increases in our retail prices.

 

Site level operating expenses.  Site level operating expenses for the three months ended June 30, 2012, were $176,088, an increase of $4,905, or 2.9%, compared to the same period in 2011.  The increase in site level operating expenses primarily was due to increased labor costs, which principally increased to support the increases in our nonfuel sales levels, including those at the travel centers we opened since the first quarter of 2011, and as a result of adjustments to reserves for certain litigation matters.

 

On a same site basis for our company operated sites, site level operating expenses increased by $612, or 0.4%, for the three months ended June 30, 2012, compared to the same period in 2011.  Site level operating expenses as a percentage of nonfuel revenues for the quarter ended June 30, 2012, were 49.6%, compared to 51.4% for the same period in 2011.  The decrease in operating expenses as a percentage of nonfuel revenues primarily was because certain of our expenses are fixed in nature, or otherwise do not vary directly with sales, so that increases in our revenues did not result in corresponding increases in those site level operating expenses.

 

Selling, general and administrative expenses.  Selling, general and administrative expenses for the three months ended

 

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Table of Contents

 

June 30, 2012, were $24,366, an increase of $2,160, or 9.7%, compared to the same period in 2011.  This increase primarily resulted from increases in legal expenses and personnel costs.

 

Real estate rent expense.  Rent expense for the three months ended June 30, 2012, was $49,364, an increase of $1,537, or 3.2%, compared to the same period in 2011.  This increase resulted from the rent related to improvements sold to HPT during 2011 and 2012 and estimated percentage rent recognized under the TA Lease based on increases in 2012 fuel and nonfuel revenues over the 2011 amounts at the sites leased under the TA Lease.

 

Depreciation and amortization expense.  Depreciation and amortization expense for the three months ended June 30, 2012, was $12,388, an increase of $1,381, or 12.5%, compared to the same period in 2011, that primarily resulted from an increase in depreciable assets due in part to the acquisitions we completed since April 1, 2012.

 

Interest expense.  Interest expense consisted of the following:

 

 

 

Three Months Ended June 30,

 

$

 

(dollars in thousands)

 

2012

 

2011

 

Change

 

 

 

 

 

 

 

 

 

HPT rent classified as interest

 

$

1,810

 

$

1,921

 

$

(111

)

Amortization of deferred financing costs

 

88

 

71

 

17

 

Other

 

584

 

224

 

360

 

Total interest expense

 

$

2,482

 

$

2,216

 

$

266

 

 

Income tax provision.  Our provision for income taxes was $389 and $231 for the three month periods ended June 30, 2012 and 2011, respectively.  We do not currently recognize the benefit of all of our deferred tax assets, including the tax benefit associated with our tax loss carry forwards from prior years but our federal tax loss carry forwards do offset any federal tax associated with our current taxable income.  Our income tax provision represents certain minimum income based state taxes payable without regard to our applicable state tax loss carry forwards as well as the recognition of deferred tax liabilities related to the tax amortization of indefinite lived intangible assets that cannot be used to reduce existing deferred tax assets.

 

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Table of Contents

 

Six months ended June 30, 2012 compared to June 30, 2011

 

The following table presents changes in our operating results for the six months ended June 30, 2012, as compared with the six months ended June 30, 2011.

 

 

 

Six Months Ended
June 30,

 

$

 

%

 

(dollars in thousands)

 

2012

 

2011

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Fuel

 

$

3,372,200

 

$

3,255,306

 

$

116,894

 

3.6

%

Nonfuel

 

656,897

 

614,886

 

42,011

 

6.8

%

Rent and royalties

 

7,279

 

6,879

 

400

 

5.8

%

Total revenues

 

4,036,376

 

3,877,071

 

159,305

 

4.1

%

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

 

 

 

 

Fuel

 

3,207,617

 

3,108,644

 

98,973

 

3.2

%

Nonfuel

 

291,184

 

262,568

 

28,616

 

10.9

%

Total cost of goods sold (excluding depreciation)

 

3,498,801

 

3,371,212

 

127,589

 

3.8

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Site level operating expenses

 

346,225

 

334,761

 

11,464

 

3.4

%

Selling, general & administrative expense

 

47,533

 

43,408

 

4,125

 

9.5

%

Real estate rent

 

98,879

 

95,137

 

3,742

 

3.9

%

Depreciation and amortization expense

 

24,230

 

22,629

 

1,601

 

7.1

%

Total operating expenses

 

516,867

 

495,935

 

20,932

 

4.2

%

 

 

 

 

 

 

 

 

 

 

Income from operations

 

20,708

 

9,924

 

10,784

 

108.7

%

 

 

 

 

 

 

 

 

 

 

Income from equity investees

 

462

 

217

 

245

 

112.9

%

Acquisition costs

 

(458

)

(446

)

(12

)

2.7

%

Interest income

 

582

 

336

 

246

 

73.2

%

Interest expense

 

(4,994

)

(4,324

)

(670

)

15.5

%

Income before income taxes

 

16,300

 

5,707

 

10,593

 

185.6

%

Provision for income taxes

 

633

 

451

 

182

 

40.4

%

Net income

 

$

15,667

 

$

5,256

 

$

10,411

 

198.1

%

 

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Table of Contents

 

Same Site Comparisons.  As part of the discussion and analysis of our operating results we refer to increases and decreases in results on a same site basis.  For purposes of these comparisons, we include a travel center in the following same site comparisons only if we or a franchisee continuously operated it from January 1, 2011, through June 30, 2012.  We do not exclude travel centers from the same site comparisons as a result of expansions in their size or changes in the services offered.  The table below excludes the data of two travel centers TA operates that are owned by a joint venture and one company operated site that was temporarily closed during part of the six month period ending June 30, 2011.

 

(gallons and dollars in thousands,

 

Six Months Ended June 30,

 

$

 

%

 

except per gallon amounts)

 

2012

 

2011

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

Number of company operated travel centers

 

184

 

184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel: (1)

 

 

 

 

 

 

 

 

 

Sales volume (gallons)

 

956,863

 

970,123

 

(13,260

)

-1.4

%

Revenues

 

$

3,104,148

 

$

3,069,526

 

$

34,622

 

1.1

%

Gross margin

 

$

158,725

 

$

143,885

 

$

14,840

 

10.3

%

Gross margin per gallon

 

$

0.166

 

$

0.148

 

$

0.018

 

12.2

%

 

 

 

 

 

 

 

 

 

 

Nonfuel: (1)

 

 

 

 

 

 

 

 

 

Revenues

 

$

638,215

 

$

608,454

 

$

29,761

 

4.9

%

Gross margin

 

$

356,046

 

$

348,766

 

$

7,280

 

2.1

%

Gross margin percentage

 

55.8

%

57.3

%

 

 

-150

b.p.

 

 

 

 

 

 

 

 

 

 

Total gross margin(1) 

 

$

514,771

 

$

492,651

 

$

22,120

 

4.5

%

 

 

 

 

 

 

 

 

 

 

Site level operating expenses (1) 

 

$

329,945

 

$

329,156

 

$

789

 

0.2

%

Net site level operating expenses as a percentage of nonfuel revenues

 

51.7

%

54.1

%

 

 

-240

b.p.

Net site level gross margin in excess of site level operating expenses(1) 

 

$

184,826

 

$

163,495

 

$

21,331

 

13.0

%

 

 

 

 

 

 

 

 

 

 

Number of franchisee operated travel centers

 

38

 

38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent and royalty revenues

 

$

6,631

 

$

6,387

 

$

244

 

3.8

%

 


(1)                               Includes fuel volume, gross margin, revenues and site level operating expenses for only those travel centers that were company operated during the entirety of both of the periods presented.

 

Revenues.  Revenues for the six month period ended June 30, 2012, were $4,036,376, which represented an increase from the six month period ended June 30, 2011, of $159,305, or 4.1%, primarily related to an increase in fuel revenue.

 

Fuel revenues were 83.5% of total revenues for the six months ended June 30, 2012, compared to 84.0% for the same period in 2011.  Fuel revenues for the six months ended June 30, 2012, were $3,372,200, an increase of $116,894, or 3.6%, compared to the same period in 2011.  This increase was principally the result of increases in fuel prices and also resulted from increased fuel sales volume resulting from travel centers that we acquired or opened since January 1, 2011.  The table below shows the changes in fuel revenues between periods that resulted from price and volume changes:

 

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Gallons

 

Fuel

 

(gallons and dollars in thousands)

 

Sold

 

Revenues

 

 

 

 

 

 

 

Results for six months ended June 30, 2011

 

1,030,435

 

$

3,255,306

 

 

 

 

 

 

 

Increase due to petroleum products price changes

 

 

81,116

 

Decrease due to same site volume changes

 

(13,260

)

(43,329

)

Increase due to travel centers acquired or opened

 

24,552

 

79,501

 

Other changes, net

 

(103

)

(394

)

Net change from prior year period

 

11,189

 

116,894

 

 

 

 

 

 

 

Results for six months ended June 30, 2012

 

1,041,624

 

$

3,372,200

 

 

On a same site basis, fuel sales volume for our company operated travel centers decreased by 13,260 gallons, or 1.4%, during the six months ended June 30, 2012, compared to the same period in 2011.  We believe this decrease was largely the result of capital projects during the first half of 2012 to replace fuel dispensers and install diesel exhaust fluid dispensers that required us to take certain diesel dispensers out of service during the period as well as our decisions to avoid certain lower margin sales.

 

Nonfuel revenues were 16.3% of total revenues for the six months ended June 30, 2012, compared to 15.9% for the same period in 2011.  Nonfuel revenues for the six months ended June 30, 2012, were $656,897, an increase of $42,011, or 6.8%, compared to the same period in 2011.  The majority of the change between years related to those sites we operated continuously during both periods.  On a same site basis for our company operated sites, nonfuel revenues increased by $29,761, or 4.9%, during the six months ended June 30, 2012, compared to the same period in 2011.  We believe the same site nonfuel revenue increase reflects increased customer spending due to increased customer traffic, certain price increases we have instituted as a result of increased prices we paid for nonfuel inventory purchases and the effects of certain of our marketing initiatives.   The increase in nonfuel revenues was also the result of sales at the travel centers we acquired or opened since the beginning of 2011.

 

Rent and royalty revenues for the six months ended June 30, 2012, were $7,279, an increase of $400, or 5.8%, compared to the same period in 2011.  Rent and royalties increased as a result of increased nonfuel revenues at our franchisee locations and the addition of three franchisee locations since the beginning of 2011. These increases were partially offset by our acquisitions in May 2011 and April 2012 of franchise travel centers that we now operate.

 

Cost of goods sold (excluding depreciation). Cost of goods sold for the six months ended June 30, 2012, was $3,498,801, an increase of $127,589, or 3.8%, compared to the same period in 2011.  Fuel cost of goods sold for the six months ended June 30, 2012, of $3,207,617 increased by $98,973, or 3.2%, compared to the same period in 2011.  This increase in fuel cost of goods sold primarily resulted from the increase in fuel prices and the increase in fuel sales volumes.  The fuel gross margin per gallon of $0.166 on a same site basis for the six months ended June 30, 2012, was $0.018 per gallon higher than for the same period of 2011, primarily as a result of variations in market prices for fuel and our decisions regarding pricing.

 

Nonfuel cost of goods sold for the six months ended June 30, 2012, was $291,184, an increase of $28,616, or 10.9%, compared to the same period in 2011.  Nonfuel cost of goods sold increased due to the nonfuel sales increases noted above, combined with increases in product unit costs.  Nonfuel gross margin for the six months ended June 30, 2012, was $365,713, compared to $352,318 during the same period of 2011.  Nonfuel gross margin was 55.7% and 57.3% of nonfuel revenues during the second quarters of 2012 and 2011, respectively.  The nonfuel gross margin percentage decreased as a result of a decision to lower our retail prices for certain products in order to encourage higher sales volumes of store products as well as a change in the mix of truck service products and services sold and delays in reflecting product cost increases in our retail pricing.

 

Site level operating expenses.  Site level operating expenses for the six months ended June 30, 2012, were $346,225, an increase of $11,464, or 3.4%, compared to the same period in 2011.  The increase in site level operating expenses was due to increased labor costs, which principally increased to support the increases in our nonfuel sales levels, including those at the travel centers we acquired or opened since the first quarter of 2011, and as a result of adjustments to reserves for certain environmental and litigation matters.

 

On a same site basis for our company operated sites, site level operating expenses increased by $789, or 0.2%, for the six months ended June 30, 2012, compared to the same period in 2011.  Site level operating expenses as a percentage of nonfuel revenues for the six months ended June 30, 2012, were 51.7%, compared to 54.1% for the same period in 2011.  The decrease in operating expenses as a percentage of nonfuel revenues primarily was because certain of our expenses are fixed in nature, or otherwise do not

 

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vary directly with sales, so that increases in our revenues did not result in corresponding increases in those site level operating expenses.

 

Selling, general and administrative expenses.  Selling, general and administrative expenses for the six months ended June 30, 2012, were $47,533, an increase of $4,125, or 9.5%, compared to the same period in 2011.  This increase primarily resulted from increases in legal expenses and personnel costs.

 

Real estate rent expense.  Rent expense for the six months ended June 30, 2012, was $98,879, an increase of $3,742, or 3.9%, compared to the same period in 2011 that resulted from the rent related to improvements sold to HPT during 2011 and 2012 and estimated percentage rent recognized under the TA Lease based on increases in 2012 fuel and nonfuel revenues over the 2011 amounts at the sites leased under the TA Lease.

 

Depreciation and amortization expense.  Depreciation and amortization expense for the six months ended June 30, 2012, was $24,230, an increase of $1,601, or 7.1%, compared to the same period in 2011, that primarily resulted from an increase in depreciable assets due in part to the acquisitions we completed since April 1, 2011.

 

Interest expense.  Interest expense consisted of the following:

 

 

 

Six Months Ended June 30,

 

$

 

(dollars in thousands)

 

2012

 

2011

 

Change

 

 

 

 

 

 

 

 

 

HPT rent classified as interest

 

$

3,620

 

$

3,694

 

$

(74

)

Amortization of deferred financing costs

 

175

 

142

 

33

 

Other

 

1,199

 

488

 

711

 

Total interest expense

 

$

4,994

 

$

4,324

 

$

670

 

 

Income tax provision.  Our provision for income taxes was $633 and $451 for the six months ended June 30, 2012 and 2011, respectively.  We do not currently recognize the benefit of all of our deferred tax assets, including the tax benefit associated with our tax loss carry forwards from prior years but our tax loss carry forwards do offset any federal tax associated with our current taxable income.  Our income tax provision represents certain minimum income based state taxes payable without regard to our tax loss carry forwards as well as the recognition of deferred tax liabilities related to the tax amortization of indefinite lived intangible assets that cannot be used to reduce existing deferred tax assets.

 

Seasonality

 

Assuming little variation in fuel prices, our revenues are usually lowest in the first quarter of the year when movement of freight by professional truck drivers and motorist travel are typically at their lowest levels of the year.  Assuming little variation in fuel prices, our revenues in the fourth quarter of a year are often somewhat lower than those of the second and third quarters because, while the beginning of the fourth quarter is often positively impacted by increased movement of freight in preparation for various national holidays, that positive impact is often more than offset by a reduction in freight movement caused by vacation time associated with those holidays taken by professional truck drivers toward the end of the year.  While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.

 

Inflation and Deflation

 

Inflation, or a general increase in prices, will likely have more negative than positive impacts on our business.  Rising prices may allow us to increase revenues, but also will likely increase our operating costs.  Also, rising prices for fuel and other products we sell increase our working capital requirements and have in the past caused some of our customers to reduce their purchases of our goods and services.  Further, our fuel gross margins per gallon tend to be lower during periods of rising fuel commodity prices.  Because significant components of our expenses are fixed, we may not be able to realize expense reductions that match declines in general price levels, or deflation.

 

Liquidity and Capital Resources (dollars in thousands)

 

Our principal liquidity requirements are to meet our operating expenses, including rent, and to fund our capital expenditures and working capital requirements.  Our principal sources of liquidity to meet these requirements are:

 

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·                  our cash balance;

·                  our operating cash flow;

·                  our credit facility;

·                  our ability to offer to sell to HPT, for an increase in our rent, tenant improvements we make to the sites we lease from HPT, as further described in Note 5 to the Notes to our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report; and

·                  our ability to issue new debt and equity securities. We have an effective shelf registration statement that allows us to issue public securities, but it does not assure that there will be buyers for such securities.

 

Additionally, the unencumbered operating real estate and developable land that we own may be financed or sold as a source of additional liquidity over time.

 

The primary risks we face with respect to our operating cash flow are:

 

·                  the current depressed demand for our products and services as compared to the time prior to when the U.S. economy began to enter into recession in 2007;

·                  decreased demand for our products and services we may experience as a result of competition, particularly competition from the recently combined Pilot Flying J;

·                  the negative impacts of the volatility and high level of prices for petroleum products on our gross margins and working capital requirements;

·                  the potential negative impacts of inflation on our nonfuel cost of goods sold, on our nonfuel gross margins and working capital requirements; and

·                  the present difficult economic conditions in the U.S. and the trucking industry and risk of a renewed economic slowdown or recession.

 

A reduction in our revenue without an offsetting reduction in our operating expenses may cause us to use our cash at a rate that we cannot sustain for extended periods.  Additional increases in the prices we must pay to obtain fuel, a decrease in the amount of time we have to pay our trade creditors, or an increase in cash deposits required by our suppliers to secure our credit lines, may increase our working capital requirements materially.  In addition, because of the recent and current economic, industry and global credit market conditions and our historical operating losses, credit may be expensive and difficult for us to obtain.

 

Assets and Liabilities

 

At June 30, 2012, and December 31, 2011, we had cash and cash equivalents of $129,386 and $118,255, respectively.  Our total current assets at June 30, 2012, were $512,273, compared to $484,250 at December 31, 2011.  Our total current liabilities were $344,831 at June 30, 2012, compared to $287,748 at December 31, 2011.  During the first half of 2012, the increase in our cash balance was primarily attributable to the cash generated from our operating activities, including working capital changes, and from our sales of improvements to HPT.  These cash sources were partially offset by $86,222 we invested in capital expenditures and the acquisitions of four travel centers we completed.  During the 2012 second quarter we received a $2,000 distribution from PTP.  Accounts receivable and accounts payable primarily increased as a result of increased sales levels in June as compared to December.

 

Revolving Credit Facility

 

We have a revolving credit agreement, or credit facility, with a group of commercial banks.  Under this credit facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity in October 2016.  The availability of this maximum amount is subject to limits based on qualified collateral.  Subject to available collateral and lender participation, the maximum amount may be increased to $300,000.  The credit facility may be used for general business purposes and provides for the issuance of letters of credit.  Generally, no principal payments are due until maturity.  Borrowings under the credit facility bear interest at a rate based on, at our option, LIBOR or a base rate, plus a spread (which spread is subject to adjustment based upon facility availability, utilization and other matters).  The annual interest rate for our revolving credit facility was 2.5% as of June 30, 2012.  Pursuant to the credit facility, we pay a monthly unused line fee which is subject to adjustment according to the average daily principal amount of unused commitment under the credit facility.  There have been recent governmental inquiries regarding the setting of LIBOR, which may result in changes to that process that may have the effect of increasing LIBOR.  Increases in LIBOR would increase the amount of interest we would have to pay under our credit facility for our borrowings under that facility.  Changes in LIBOR do not affect the charges for letters of credit outstanding under our credit facility.

 

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The credit facility requires us to maintain certain levels of collateral, limits our ability to incur debt and liens, restricts us from making certain investments and paying dividends and other distributions, requires us to maintain a minimum fixed charge ratio under certain circumstances and contains other customary covenants and conditions.  The credit facility provides for the acceleration of principal and interest payments upon an event of default including, but not limited to, failure to pay interest or other amounts due, a change in control of us, as defined in the credit facility, and our default under certain contracts, including the HPT Leases and our business management and shared services agreement with RMR.

 

Our credit facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets and the amount available to us is determined by reference to a borrowing base calculation based on eligible cash, accounts receivable and inventory.  At June 30, 2012, this borrowing base calculation provided a total of $153,181 available for loans and letters of credit under the credit facility.  At June 30, 2012, there were no loans outstanding under the credit facility but we had outstanding $67,522 of letters of credit issued under that facility, securing certain purchases, insurance, fuel taxes and other trade obligations.

 

Investment Activities

 

Our business of operating high sales volume travel centers open 24 hours every day requires that we make regular capital investments in our existing sites to maintain their competitive attractiveness to our customers.  During the six months ended June 30, 2012, we made capital investments of $65,116 for improvements to existing travel centers and $3,276 to improve eight travel centers we acquired during 2011.  During the six months ended June 30, 2012, we purchased four travel centers for a total of $17,830.

 

During July 2012, we completed the acquisition of five travel centers for an aggregate amount of $22,133.  We currently intend to continue to selectively and strategically pursue acquisitions of additional travel centers.

 

During the first half of 2012, we received $18,065 of proceeds from the sale to HPT of improvements we previously made to travel centers leased from HPT, and as a result our annual rent increased by $1,535, pursuant to the terms of the HPT Leases.  At June 30, 2012, we had assets of $13,236 included in our property and equipment balance that we expect to request that HPT purchase for a future increase in rent; however, HPT is not obligated to purchase those assets.

 

Off Balance Sheet Arrangements (dollars in thousands)

 

As of June 30, 2012, we had no off balance sheet arrangements that we believe have had or would be reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, other than with respect to the debt owed by an entity in which we own a minority interest.  We own a 40% interest in a joint venture, PTP, that owns two travel centers that we operate.  These travel centers are encumbered by debt of approximately $18,419 as of June 30, 2012, that is secured by PTP’s real property and that matures in December 2018.  We account for our investment in PTP under the equity method of accounting and, therefore, we have not recorded a liability for this debt.  We are not directly liable for this debt, but the carrying value of our investment in this joint venture ($16,912 at June 30, 2012) could be adversely affected if PTP defaulted on this debt and PTP’s property was used to satisfy this debt.  In connection with the loan agreement entered by PTP, we and Tejon, the owner of the majority interest in PTP, each agreed to indemnify the lender against liability from environmental matters related to PTP’s sites.

 

Related Party Transactions (dollars in thousands, except share amounts)

 

Relationships with HPT, RMR and AIC

 

We have relationships and historical and continuing transactions with our Directors, our executive officers, HPT, RMR, AIC and other companies to which RMR provides management services and others affiliated with or related to them.  For example: HPT is our former parent company, our principal landlord and our largest shareholder and RMR provides management services to both us and HPT; we own 12.5% of AIC, as do RMR, HPT and five other c