TRAVELCENTERS OF AMERICA LLC
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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20-5701514
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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24601 Center Ridge Road, Suite 200, Westlake, OH 44145-5639
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(Address of Principal Executive Offices)
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(440) 808-9100
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(Registrant's Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Shares
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The NASDAQ Stock Market LLC
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8.25% Senior Notes due 2028
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The NASDAQ Stock Market LLC
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8.00% Senior Notes due 2029
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The NASDAQ Stock Market LLC
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8.00% Senior Notes due 2030
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The NASDAQ Stock Market LLC
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Large accelerated filer
o
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Accelerated filer
ý
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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OUR OPERATING RESULTS FOR THE YEAR ENDED
DECEMBER 31, 2016
, REFLECT INCREASES IN NONFUEL SALES AND GROSS MARGIN OVER THE SAME PERIOD LAST YEAR, WHICH MAY IMPLY THAT OUR NONFUEL SALES AND MARGIN WILL CONTINUE TO IMPROVE. HOWEVER, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR NONFUEL SALES AND THE COSTS OF OUR NONFUEL PRODUCTS MAY INCREASE IN THE FUTURE BECAUSE OF INFLATION OR OTHER REASONS. IF WE ARE NOT ABLE TO PASS INCREASED NONFUEL COSTS TO OUR CUSTOMERS, IF OUR NONFUEL SALES VOLUMES DECLINE OR IF OUR NONFUEL SALES MIX CHANGES IN A MANNER THAT NEGATIVELY IMPACTS OUR NONFUEL MARGIN, OUR NONFUEL SALES AND/OR MARGIN MAY DECLINE;
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WE HAVE INVESTED AND EXPECT TO CONTINUE TO INVEST TO DEVELOP, ACQUIRE AND IMPROVE TRAVEL CENTERS, CONVENIENCE STORES AND STANDALONE RESTAURANTS AND WE EXPECT THESE INVESTMENTS WILL PRODUCE IMPROVED FINANCIAL RESULTS AFTER A PERIOD OF STABILIZATION. HOWEVER, MANY OF THE LOCATIONS WE HAVE ACQUIRED PRODUCED OPERATING RESULTS THAT CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS CONTINUING INCREASES IN GASOLINE AND DIESEL ENGINE EFFICIENCY AND THE IMPACT OF CHANGES IN U.S. AND LOCAL ECONOMIC CONDITIONS ON THE LEVEL OF DEMAND FOR OUR GOODS AND SERVICES. ALSO, OUR FUTURE OPERATING INCOME AND NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS WILL DEPEND UPON MANY FACTORS IN ADDITION TO THE RESULTS REALIZED FROM OUR ACQUIRED LOCATIONS; ACCORDINGLY, ANY INCREASES IN OUR FUTURE INCOME AND NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS MAY TAKE LONGER THAN EXPECTED AND MAY NOT OCCUR;
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WE HAVE MADE ACQUISITIONS, HAVE AGREED TO MAKE ADDITIONAL ACQUISITIONS, INTEND TO COMPLETE CONSTRUCTION OF A NEW TRAVEL CENTER ON LAND THAT WE OWN AND TO SELL IT TO HOSPITALITY PROPERTIES TRUST, OR HPT, UPON COMPLETION OF ITS DEVELOPMENT AND EXPECT THAT WE MAY DEVELOP NEW TRAVEL CENTERS IN THE FUTURE ON LAND WE OWN. THESE STATEMENTS MAY IMPLY THAT OUR PENDING AND CONTEMPLATED ACQUISITIONS, DEVELOPMENT PROJECTS AND SALE TO HPT AND OTHER FUTURE DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THESE COMPLETED EVENTS WILL IMPROVE OUR FUTURE PROFITS. HOWEVER, OUR ACQUISITIONS ARE SUBJECT TO CLOSING CONDITIONS THAT MAY NOT BE MET AND AS A RESULT OUR PLANNED ACQUISITIONS MAY NOT BE COMPLETED OR MAY BE DELAYED OR THEIR TERMS MAY CHANGE. FURTHER, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS THAT YIELD PROFITS, INCLUDING COMPETITION FOR SUCH ACQUISITIONS FROM OTHER BUYERS, OUR INABILITY TO NEGOTIATE ACCEPTABLE PURCHASE TERMS AND THE POSSIBILITY THAT WE MAY NEED TO USE OUR AVAILABLE FUNDS FOR OTHER PURPOSES. WE MAY DETERMINE TO DELAY OR NOT TO PROCEED WITH PENDING ACQUISITIONS OR DEVELOPMENT PROJECTS. ALTHOUGH WE HAVE AN AGREEMENT TO SELL TO, AND LONG TERM LEASE BACK FROM, HPT A DEVELOPMENT PROPERTY UPON ITS COMPLETION, HPT'S PURCHASE IS SUBJECT TO CONDITIONS AND THOSE CONDITIONS MAY NOT BE SATISFIED. ALSO, OUR DEVELOPMENT COSTS COULD EXCEED THE MAXIMUM AMOUNT HPT HAS AGREED TO FUND AND FUTURE DEVELOPMENT COSTS WE MAY INCUR MAY RENDER POSSIBLE FUTURE DEVELOPMENT
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WE CURRENTLY PLAN TO CONTINUE TO INVEST IN NEW AND EXISTING LOCATIONS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT WE HAVE OR WILL HAVE SUFFICIENT CAPITAL TO MAKE THE INVESTMENTS WE HAVE IDENTIFIED AS WELL AS OTHER INVESTMENTS THAT WE HAVE NOT YET IDENTIFIED. HOWEVER, THERE CAN BE NO ASSURANCE THAT WE WILL HAVE SUFFICIENT CAPITAL FOR SUCH INVESTMENTS. THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT. SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED AND THE PROCEEDS FROM OUR SALES OF IMPROVEMENTS, IF ANY, TO HPT MAY BE LESS THAN ANTICIPATED. CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO COMPLETE IN THE FUTURE (AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, OR FOR OTHER REASONS) MAY ARISE AND CAUSE US TO SPEND MORE THAN CURRENTLY ANTICIPATED. SOME CAPITAL PROJECTS TAKE MORE TIME TO COMPLETE THAN ANTICIPATED. AS A RESULT OF MARKET CONDITIONS OR OTHER CONSIDERATIONS, WE MAY DEFER CERTAIN CAPITAL PROJECTS AND ANY SUCH DEFERRALS MAY HARM OUR BUSINESS OR REQUIRE US TO MAKE LARGER CAPITAL EXPENDITURES IN THE FUTURE. ALSO, WE MAY BE UNABLE TO ACCESS REASONABLY PRICED CAPITAL TO COMPLETE SUCH INVESTMENTS IN THE FUTURE;
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WE ARE CURRENTLY ENGAGED IN LITIGATION AGAINST FLEETCOR TECHNOLOGIES INC., OR FLEETCOR, AND ITS SUBSIDIARY COMDATA INC., OR COMDATA. THIS ANNUAL REPORT STATES THAT WE BELIEVE COMDATA HAS WRONGFULLY ATTEMPTED TO TERMINATE OUR AGREEMENTS WITH COMDATA, INCLUDING THE AGREEMENT FOR COMDATA TO PROCESS PAYMENTS THAT WE ACCEPT USING COMDATA ISSUED FUEL CARDS FOR CONTRACTUALLY AGREED FEES. THE DELAWARE COURT OF CHANCERY, WHERE THIS LITIGATION IS PENDING, HAS DENIED OUR REQUESTS FOR A PRELIMINARY INJUNCTION AND FOR PARTIAL PRE-TRIAL JUDGMENT ON THE PLEADINGS AND COMDATA HAS UNILATERALLY RAISED THE FEES IT CHARGES US BY APPROXIMATELY $850 THOUSAND TO $1 MILLION PER MONTH BEGINNING FEBRUARY 1, 2017. A TRIAL OF THIS DISPUTE IS SCHEDULED TO BEGIN IN APRIL 2017. WE HOPE TO RECOVER THE ADDITIONAL FEES CURRENTLY BEING CHARGED TO US PLUS STATUTORY PENALTIES AND LITIGATION COSTS AT THIS TRIAL. HOWEVER, DESPITE OUR BELIEF IN THE MERITS OF OUR POSITIONS IN THIS LITIGATION, WE MAY NOT PREVAIL IN THIS PENDING LITIGATION. WE MAY NOT RECOVER THE INCREASED FEES WE HAVE BEEN CHARGED SINCE FEBRUARY 1, 2017. MOREOVER, THESE INCREASED FEES MAY CONTINUE IN THE FUTURE OR MAY BE INCREASED FURTHER. IF WE DO NOT PREVAIL IN THIS LITIGATION, WE WILL NO LONGER HAVE A MERCHANT AGREEMENT WITH COMDATA AND, IF WE DO NOT THEN ENTER A NEW MERCHANT AGREEMENT WITH COMDATA, WE MAY LOSE A MATERIAL AMOUNT OF FUTURE BUSINESS FROM OUR CUSTOMERS WHO USE COMDATA ISSUED FUEL CARDS. EVEN IF WE PREVAIL IN THIS LITIGATION, WE MAY NEED TO REACH A NEW AGREEMENT WITH FLEETCOR AND COMDATA REGARDING FEES BEFORE OUR MERCHANT AGREEMENT EXPIRES ACCORDING TO ITS PRESENT TERMS ON JANUARY 2, 2022. MOREOVER, THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO OUR MANAGEMENT AND IT IS EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE BEYOND THE CURRENTLY SCHEDULED TRIAL BECAUSE OF DELAYS, APPEALS AND OTHERWISE;
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WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF $200.0 MILLION, WHICH WE REFER TO AS OUR CREDIT FACILITY. HOWEVER, THE MAXIMUM AMOUNT AVAILABLE TO US FOR BORROWINGS AND LETTERS OF CREDIT IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, INCLUDING ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORY THAT VARY IN AMOUNT FROM TIME TO TIME. ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN $200.0 MILLION. AT
DECEMBER 31, 2016
, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS
$102.6
MILLION, OF WHICH WE HAD USED
$23.1
MILLION FOR OUTSTANDING LETTERS OF CREDIT. THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO $300 MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION. HOWEVER, IF WE DO NOT HAVE SUFFICIENT COLLATERAL OR IF WE ARE UNABLE TO IDENTIFY LENDERS WILLING TO INCREASE THEIR COMMITMENTS OR JOIN OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO INCREASE OUR CREDIT FACILITY SIZE OR THE AVAILABILITY OF BORROWINGS WHEN WE MAY NEED OR WANT TO DO SO;
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WE HAVE AGREED TO SELL AND LEASE BACK TO HPT, UPON COMPLETION OF ITS DEVELOPMENT, A FULL SERVICE TRAVEL CENTER. THIS STATEMENT MAY IMPLY THAT THIS DEVELOPMENT PROJECT AND RELATED SALE AND LEASEBACK TRANSACTION WILL BE COMPLETED. HOWEVER, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO DEVELOP AND SELL AND LEASE BACK THIS ADDITIONAL LOCATION, INCLUDING PERMITTING REQUIREMENTS. ALSO, OUR AND HPT'S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF LARGE, COMPLEX REAL ESTATE TRANSACTIONS. SOME OF THESE TERMS AND CONDITIONS MAY NOT BE SATISFIED AND, AS A RESULT, THIS TRANSACTION MAY BE DELAYED, MAY NOT OCCUR OR THE TERMS MAY CHANGE; AND
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WE MAY FINANCE OR SELL UNENCUMBERED REAL ESTATE THAT WE OWN. HOWEVER, WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE.
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THE TREND TOWARDS IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION AND ALTERNATIVE FUEL PRACTICES EMPLOYED BY OUR CUSTOMERS AND ALTERNATIVE FUEL TECHNOLOGIES THAT MAY BE DEVELOPED AND WIDELY ADOPTED IN THE FUTURE MAY CONTINUE TO REDUCE THE DEMAND FOR THE FUEL THAT WE SELL AND MAY ADVERSELY AFFECT OUR BUSINESS;
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COMPETITION WITHIN THE TRAVEL CENTER, CONVENIENCE STORE AND RESTAURANT INDUSTRIES MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS;
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FUTURE INCREASES IN FUEL PRICES MAY REDUCE THE DEMAND FOR THE PRODUCTS AND SERVICES THAT WE SELL BECAUSE HIGH FUEL PRICES MAY ENCOURAGE FUEL CONSERVATION, DIRECT FREIGHT BUSINESS AWAY FROM TRUCKING OR OTHERWISE ADVERSELY AFFECT THE BUSINESS OF OUR CUSTOMERS;
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FUTURE COMMODITY FUEL PRICE INCREASES, FUEL PRICE VOLATILITY OR OTHER FACTORS MAY CAUSE US TO NEED MORE WORKING CAPITAL TO MAINTAIN OUR INVENTORY AND CARRY OUR ACCOUNTS RECEIVABLE THAN WE NOW EXPECT AND THE GENERAL AVAILABILITY OF, DEMAND FOR AND PRICING CHARACTERISTICS OF MOTOR FUELS MAY CHANGE IN WAYS WHICH LOWER THE PROFITABILITY ASSOCIATED WITH SELLING MOTOR FUELS TO OUR CUSTOMERS;
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OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO MAINTAIN THE CURRENT CREDIT TERMS FOR OUR PURCHASES. IF WE ARE UNABLE TO PURCHASE GOODS ON REASONABLE CREDIT TERMS, OUR REQUIRED WORKING CAPITAL MAY INCREASE AND WE MAY INCUR MATERIAL LOSSES. ALSO, IN TIMES OF RISING FUEL AND NONFUEL PRICES OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO INCREASE THE CREDIT AMOUNTS THEY EXTEND TO US, WHICH MAY INCREASE OUR WORKING CAPITAL REQUIREMENTS. THE AVAILABILITY AND THE TERMS OF ANY CREDIT WE MAY BE ABLE TO OBTAIN ARE UNCERTAIN;
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ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;
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MOST OF OUR TRUCKING COMPANY CUSTOMERS TRANSACT BUSINESS WITH US BY USE OF FUEL CARDS, MOST OF WHICH ARE ISSUED BY THIRD PARTY FUEL CARD COMPANIES. THE FUEL CARD INDUSTRY HAS ONLY A FEW SIGNIFICANT PARTICIPANTS. WE BELIEVE ALMOST ALL TRUCKING COMPANIES USE ONLY ONE FUEL CARD PROVIDER AND HAVE BECOME INCREASINGLY DEPENDENT UPON SERVICES PROVIDED BY THEIR RESPECTIVE FUEL CARD PROVIDER TO MANAGE THEIR FLEETS. FUEL CARD COMPANIES FACILITATE PAYMENTS TO US AND CHARGE US FEES FOR THESE SERVICES. COMPETITION, OR LACK THEREOF, AMONG FUEL CARD COMPANIES MAY RESULT IN FUTURE INCREASES IN OUR TRANSACTION FEE EXPENSES OR WORKING CAPITAL REQUIREMENTS, OR BOTH;
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FUEL SUPPLY DISRUPTIONS MAY OCCUR, WHICH MAY LIMIT OUR ABILITY TO OBTAIN FUEL;
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COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, INCLUDING THOSE RELATED TO TAX, EMPLOYMENT AND ENVIRONMENTAL MATTERS, ACCOUNTING
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WE ARE ROUTINELY INVOLVED IN LITIGATION. DISCOVERY AND COURT DECISIONS DURING LITIGATION OFTEN HAVE UNANTICIPATED RESULTS. LITIGATION IS USUALLY EXPENSIVE AND CAN BE DISTRACTING TO MANAGEMENT. WE CAN NOT BE SURE OF THE OUTCOME OF ANY OF THE LITIGATION MATTERS IN WHICH WE ARE OR MAY BECOME INVOLVED;
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ACTS OF TERRORISM, GEOPOLITICAL RISKS, WARS, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS; AND
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ALTHOUGH WE BELIEVE THAT WE BENEFIT FROM OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING HPT, THE RMR GROUP LLC, AFFILIATES INSURANCE COMPANY AND OTHERS AFFILIATED WITH THEM, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH RELATED PARTIES MAY PRESENT A CONTRARY APPEARANCE OR RESULT IN LITIGATION AND THE BENEFITS WE BELIEVE WE MAY REALIZE FROM THE RELATIONSHIPS MAY NOT MATERIALIZE.
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During the period 2011 through
2016
, we acquired and developed
318
travel centers, convenience stores and standalone restaurants and have invested an aggregate of
$855.0 million
to develop, purchase and improve these locations.
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As of
December 31, 2016
, we had entered agreements to acquire a travel center and the businesses of
six
standalone restaurants from two of our franchisees for an aggregate purchase price of
$19.1 million
. To the date of this Annual Report, we completed the purchase of the
six
standalone restaurants and we expect to complete the remaining travel center acquisition in the first half of
2017
, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.
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During
2017
, to the date of this Annual Report, we entered an agreement to acquire a travel center for a purchase price of
$4.2 million
. We expect to complete this acquisition in the first half of 2017, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.
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over
25
acres of land with parking for approximately
200
tractor trailers and
100
cars;
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a full service restaurant and
one
or more QSRs that we operate as a franchisee under various brands;
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a truck repair facility and parts store;
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multiple diesel and gasoline fueling points, including DEF at the diesel lanes; and
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a travel store, game room, lounge and other amenities for professional truck drivers and motorists.
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Fuel.
We sell diesel fuel at separate truck fueling lanes and gasoline and diesel fuel at motorist fuel islands. As of
December 31, 2016
, we offered branded gasoline at
238
of our
255
locations and unbranded gasoline at
six
of our travel centers operated by our franchisees.
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Diesel Exhaust Fluid.
DEF is an additive that is required by most truck engines manufactured after 2010. As of
December 31, 2016
, we offered DEF from dispensers on the diesel fueling island at all of our travel centers.
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Full Service Restaurants and QSRs.
Most of our travel centers have both full service restaurants and QSRs that offer customers a wide variety of nationally recognized branded food choices. The substantial majority of our full service restaurants within travel centers are operated under our Iron Skillet® and Country Pride® brands and offer menu table service and buffets. We also operate approximately
35
different brands of QSRs, including Arby's®, Burger King®, Dunkin' Donuts®, Pizza Hut®, Popeye's Chicken & Biscuits®, Starbuck's Coffee®, Subway® and Taco Bell®. As of
December 31, 2016
, approximately
200
of our travel centers included a full service restaurant, approximately
160
of our travel centers offered at least
one
QSR and there were a total of approximately
430
QSRs in our
255
travel centers.
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Truck Service.
Most of our travel centers have truck repair and maintenance facilities. Our
243
truck repair and maintenance facilities typically have between
two
and
eight
service bays and are staffed by mechanics and service technicians employed by us or our franchisees. These shops generally operate 24 hours per day, 365 days per year and offer extensive maintenance and emergency repair and road services, ranging from basic services such as oil changes, wheel alignments and tire repair to specialty services such as diagnostics and repair of air conditioning, brakes and electrical systems and diesel filter cleaning. Our repair and maintenance services are generally covered by our warranty. Most of our truck repair and maintenance facilities provide some warranty work on Daimler Trucks North America, or Daimler, brand trucks through our participation in the Freightliner ServicePoint® and Western Star ServicePoint® programs, as described under the heading "Operations - Daimler Agreement" below.
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Travel Stores.
Our travel stores located at a travel center have a selection of over
4,700
items, including packaged food and snack items, beverages, non-prescription drug and beauty supplies, batteries, automobile accessories, and music and video products. Each travel store also has a "to go" bar offering fresh brewed coffee, hot dogs, prepared sandwiches and other prepared foods. The travel stores in our travel centers also sell items specifically designed for the truck driver's "on the road" lifestyle, including laundry supplies, clothing, truck accessories and a variety of electronics. In 2015, we began to use Minit Mart branding at the travel stores in our travel centers; as of December 31, 2016,
47
of these include Minit Mart signage and branding elements, 22 of which were completed during 2016.
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Parking
. Our travel centers offer the Reserve-It!® parking program, which allows drivers to reserve for a fee a parking space in advance of arriving at a travel center.
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Additional Driver Services.
We believe that trucking fleets can improve the retention and recruitment of truck drivers by directing them to visit large, high quality, full service travel centers with plentiful overnight parking. We offer commercial trucker and other customer loyalty programs, the principal program being the UltraOne® Club, that are similar to the frequent shopper programs offered by other retailers. Drivers receive points for diesel fuel purchases and for spending on selected nonfuel products and services. These points may be redeemed for discounts on nonfuel products and services at our travel centers. In addition, we publish a magazine called RoadKing® which includes articles and advertising of interest to professional truck drivers. Some of our travel centers offer casino gaming. We strive to provide a consistently high level of service and amenities to professional truck drivers at all of our travel centers, making our travel centers an attractive choice for trucking fleets. Most of our travel centers provide truck drivers the amenities listed below:
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specialized business services, including an information center where drivers can send and receive faxes, overnight mail and other communications;
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a banking desk where drivers can cash checks and receive funds transfers from fleet operators;
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wi-fi internet access;
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a laundry area with washers and dryers;
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private showers;
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free exercise facilities; and
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areas designated for truck drivers only, including a theater or big screen television room with a video player and comfortable seating.
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approximately
10
fueling positions;
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approximately
3,700
square feet of interior space;
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at least one QSR offering; and
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various nonfuel offerings such as coffee, groceries and fresh foods.
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Fuel.
We sell branded gasoline and unbranded diesel fuel at our convenience stores. As of
December 31, 2016
, we offered branded gasoline at all of our
233
convenience stores and offered unbranded diesel fuel at approximately
32
of our convenience stores.
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Nonfuel Offerings.
Our convenience stores generally have a selection of over
3,100
items, including packaged food and snack items, beverages, beer and wine, tobacco products, non-prescription drug and beauty supplies, batteries, and automobile accessories. Each convenience store also has a "to go" bar offering fresh brewed coffee, fountain drinks, hot dogs, prepared sandwiches and other prepared foods. As of
December 31, 2016
, 83 of our convenience stores also offered car washes.
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QSRs.
Many of our convenience stores have a nationally recognized branded QSR. We operate
26
different brands of QSRs at our convenience stores, including O'Deli's Subs®, Godfather's Pizza®, Hunt Brothers Pizza®, Subway® and Dunkin' Donuts®. As of
December 31, 2016
,
105
of our convenience stores offered at least
one
QSR and there were a total of
187
QSRs in our
233
convenience stores.
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property insurance in an amount equal to the full replacement cost of at risk improvements at our leased properties;
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business interruption insurance;
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general liability insurance, including bodily injury and property damage, in amounts that are generally maintained by companies operating travel centers;
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flood insurance for any property located in whole or in part in a flood plain;
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workers' compensation insurance if required by law; and
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such additional insurance as may be generally maintained by companies operating travel centers, including certain environmental insurance.
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our failure to pay rent or any other amounts when due;
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our failure to maintain the insurance required under the lease;
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the occurrence of certain events with respect to our insolvency;
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the institution of a proceeding for our bankruptcy or dissolution;
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our failure to continuously operate any leased properties without HPT's consent;
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the acquisition by any person or group of beneficial ownership of
9.8%
or more of our voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors; the sale of a material part of the assets of us or any such tenant or guarantor; or the cessation of certain continuing directors constituting a majority of the board of directors of us or any such tenant or guarantor; in each case without the consent of HPT;
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our default under any indebtedness of
$10.0 million
or more for the TA Leases, or
$20.0 million
or more for the Petro Lease, that gives the holder the right to accelerate the maturity of the indebtedness; and
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our failure to perform certain other covenants or agreements of the lease and the continuance thereof for a specified period of time after written notice.
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accelerate the rent;
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terminate the lease; and/or
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make any payment or perform any act required to be performed by us under the lease and receive from us, on demand, an amount equal to the amount so expended by HPT plus interest.
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Brand Affiliation:
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Ownership of Sites By:
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TA
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Petro
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QSL
(1)
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Total
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TA
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Franchisee
or Others
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Alabama
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1
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1
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—
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2
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1
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1
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Florida
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—
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—
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1
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1
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—
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1
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|
Georgia
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1
|
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—
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—
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1
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1
|
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—
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Illinois
|
—
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1
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|
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—
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1
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|
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—
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1
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Indiana
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—
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|
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—
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1
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|
|
1
|
|
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—
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|
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1
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|
Iowa
|
1
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|
|
—
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|
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1
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|
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2
|
|
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|
—
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2
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Kansas
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1
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1
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—
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2
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—
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2
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Kentucky
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—
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—
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1
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1
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|
|
—
|
|
|
1
|
|
Louisiana
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Minnesota
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Missouri
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
New Jersey
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
North Carolina
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
North Dakota
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Ohio
|
1
|
|
|
1
|
|
|
9
|
|
|
11
|
|
|
|
—
|
|
|
11
|
|
Oregon
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Pennsylvania
|
1
|
|
|
—
|
|
|
12
|
|
|
13
|
|
|
|
—
|
|
|
13
|
|
South Carolina
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
Tennessee
|
2
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
|
1
|
|
|
3
|
|
Texas
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
2
|
|
|
1
|
|
Virginia
|
1
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
West Virginia
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
1
|
|
|
2
|
|
|
3
|
|
|
6
|
|
|
|
—
|
|
|
6
|
|
Total
|
16
|
|
|
14
|
|
|
39
|
|
|
69
|
|
|
|
5
|
|
|
64
|
|
(1)
|
Since
December 31, 2016
, to the date of this Annual Report we acquired
six
standalone restaurants in Pennsylvania that were owned and operated by one of our franchisees, and this franchise agreement was terminated as part of the acquisition.
|
•
|
findings of suitability by the relevant gaming authorities with respect to, or licensure of, certain of our and our licensed subsidiaries' officers, directors and key employees and certain individuals having a material relationship with us or our licensed subsidiaries;
|
•
|
findings of suitability by the relevant gaming authorities with respect to certain of our security holders and restrictions on ownership of certain of our securities;
|
•
|
prior approval in certain circumstances by the relevant gaming authorities of offerings of our securities;
|
•
|
prior approval by the relevant gaming authorities of changes in control of us; and
|
•
|
specified reporting requirements.
|
•
|
HPT is our largest shareholder, owning
8.7%
of our outstanding common shares as of December 31, 2016, and we lease a large majority of our travel centers from HPT.
|
•
|
One of our Managing Directors, Barry M. Portnoy, and his son, Adam D. Portnoy, are the managing trustees of HPT.
|
•
|
Our other Managing Director, Thomas M. O'Brien, is a former executive officer of HPT from before we became a separate public company in 2007.
|
•
|
RMR provides us with business management services pursuant to a business management agreement and property management services at our headquarters building pursuant to a property management agreement, and RMR provides business and property management services to HPT. Adam D. Portnoy and Barry M. Portnoy are the controlling shareholders, managing directors, officers and employees of The RMR Group Inc. and they are officers of, and own equity interests in, RMR. The RMR Group Inc. is the managing member of RMR and RMR is a subsidiary of The RMR Group Inc.
|
•
|
Barry M. Portnoy and all of our Independent Directors are members of the boards of trustees or boards of directors of other public companies to which RMR or its affiliates provides management services.
|
•
|
Thomas M. O'Brien, our President and Chief Executive Officer, Andrew J. Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark R. Young, our Executive Vice President and General Counsel, are also officers of RMR.
|
•
|
In the event of conflicts between us and RMR, any affiliate of RMR or any publicly owned entity with which RMR has a relationship, including HPT, our business management agreement allows RMR to act on its own behalf and on behalf of HPT or such other entity rather than on our behalf.
|
•
|
We, HPT and five other companies to which RMR provides management services currently own Affiliates Insurance Company, an Indiana insurance company, or AIC, and are parties to an amended and restated shareholders agreement regarding AIC.
|
•
|
the division of our Directors into three classes, with the term of one class expiring each year;
|
•
|
the authority of our Board of Directors, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on the Board of Directors;
|
•
|
limitations on the ability of shareholders to cause a special meeting of shareholders to be held and a prohibition on shareholders acting by written consent unless the consent is a unanimous consent of all our shareholders entitled to vote on the matter;
|
•
|
required qualifications for an individual to serve as a Director and a requirement that certain of our Directors be “Managing Directors” and other Directors be “Independent Directors,” as defined in the governing documents;
|
•
|
the power of our Board of Directors, without shareholders' approval, to authorize and issue additional shares of any class or type on terms that it determines;
|
•
|
limitations on the ability of our shareholders to propose nominees for election as Directors and propose other business to be considered at a meeting of shareholders;
|
•
|
a requirement that an individual Director may only be removed for cause and then only by unanimous vote of the other Directors; and a 75% shareholders' vote and cause requirements for removal of our entire Board of Directors;
|
•
|
a 75% shareholders' vote requirement for shareholder nominations and other proposals that are not approved by our Board of Directors;
|
•
|
our election to be governed by Section 203 of the Delaware General Corporation Law, which would prohibit us from engaging in a business combination with an interested shareholder, generally a person that together with its affiliates owns or within the last three years has owned 15% of our voting shares, for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner;
|
•
|
requirements that shareholders comply with regulatory requirements (including Illinois, Louisiana, Montana and Nevada gaming and Indiana insurance licensing requirements) affecting us which could effectively limit share ownership of us, including in some cases, to 5% of our outstanding shares; and
|
•
|
requirements that any person nominated to be a Director comply with any clearance and pre-clearance requirements of state gaming or insurance licensing laws applicable to our business.
|
•
|
shareholders whose ownership of our securities exceeds certain thresholds may be required to report their holdings to and to be licensed, found suitable or approved by the relevant state gaming authorities;
|
•
|
persons seeking to acquire control over us or over the operation of our gaming license are subject to prior investigation by and approval from the relevant gaming authorities;
|
•
|
persons who wish to serve as one of our Directors or officers may be required to be approved, found suitable and in some cases licensed, by the relevant state gaming authorities; and
|
•
|
the relevant state gaming authorities may limit our involvement with or ownership of securities by persons they determine to be unsuitable.
|
•
|
the liquidity of the market for our common shares;
|
•
|
our historic policy to not pay cash dividends;
|
•
|
changes in our operating results;
|
•
|
issuances of additional common shares and sales of our common shares by holders of large blocks of our common shares, such as HPT or our officers or Directors.
|
•
|
a lack of analyst coverage, changes in analysts' expectations and unfavorable research reports; and
|
•
|
general economic and industry trends and conditions.
|
•
|
the Senior Notes are unsecured and effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;
|
•
|
an active trading market for the Senior Notes may not be maintained or be liquid;
|
•
|
we depend upon our subsidiaries for cash flow to service our debt, and the Senior Notes are structurally subordinated to the payment of the indebtedness, lease and other liabilities and any preferred equity of our subsidiaries;
|
•
|
the Senior Notes are not rated;
|
•
|
redemption may adversely affect noteholders' return on the Senior Notes; and
|
•
|
an increase in market interest rates and other factors could result in a decrease in the value of the Senior Notes.
|
|
Brand Affiliation:
|
|
|
Ownership of Sites by:
|
||||||||||||||||||||||||||
|
TA
|
|
Petro
|
|
Minit
Mart
(1)
|
|
QSL
(2)
|
|
Others
(3)
|
|
Total
|
|
|
TA
|
|
HPT
|
|
Joint
Venture
|
|
Others
(4)
|
||||||||||
Alabama
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Arizona
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Arkansas
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
California
|
9
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
17
|
|
|
|
—
|
|
|
11
|
|
|
6
|
|
|
—
|
|
Colorado
|
4
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Connecticut
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Florida
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Georgia
|
6
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Idaho
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Illinois
|
7
|
|
|
3
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
|
36
|
|
|
10
|
|
|
—
|
|
|
6
|
|
Indiana
|
8
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Iowa
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Kansas
|
1
|
|
|
1
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
|
21
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Kentucky
|
2
|
|
|
2
|
|
|
68
|
|
|
—
|
|
|
1
|
|
|
73
|
|
|
|
49
|
|
|
3
|
|
|
—
|
|
|
21
|
|
Louisiana
|
4
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Maryland
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Michigan
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Minnesota
|
1
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Mississippi
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Missouri
|
4
|
|
|
1
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
|
39
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Montana
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nebraska
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
New Hampshire
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
New Jersey
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
New Mexico
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
1
|
|
New York
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
North Carolina
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
North Dakota
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ohio
|
9
|
|
|
4
|
|
|
11
|
|
|
7
|
|
|
—
|
|
|
31
|
|
|
|
11
|
|
|
14
|
|
|
—
|
|
|
6
|
|
Oklahoma
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Oregon
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Pennsylvania
|
8
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
11
|
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Rhode Island
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
South Carolina
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Tennessee
|
6
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Texas
|
12
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
|
2
|
|
|
18
|
|
|
—
|
|
|
—
|
|
Utah
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Virginia
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
1
|
|
Washington
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
West Virginia
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
2
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
|
24
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Wyoming
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Ontario, Canada
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
162
|
|
|
63
|
|
|
233
|
|
|
11
|
|
|
2
|
|
|
471
|
|
|
|
227
|
|
|
198
|
|
|
6
|
|
|
40
|
|
(1)
|
Includes one Minit Mart branded convenience store we own and lease to a dealer. Excludes Minit Mart branded stores located within our travel centers.
|
(2)
|
Since
December 31, 2016
, to the date of this Annual Report we acquired
six
standalone restaurants in Pennsylvania that were owned and operated by one of our franchisees, and this franchise agreement was terminated as part of the acquisition.
|
(3)
|
Includes restaurant brands other than QSL.
|
(4)
|
Includes properties leased from, or managed for, parties other than HPT.
|
2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
9.58
|
|
|
$
|
6.41
|
|
Second Quarter
|
|
9.23
|
|
|
6.45
|
|
||
Third Quarter
|
|
8.78
|
|
|
6.56
|
|
||
Fourth Quarter
|
|
7.60
|
|
|
5.65
|
|
2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
17.67
|
|
|
$
|
12.15
|
|
Second Quarter
|
|
18.10
|
|
|
14.35
|
|
||
Third Quarter
|
|
16.95
|
|
|
10.18
|
|
||
Fourth Quarter
|
|
12.67
|
|
|
9.02
|
|
Calendar Month
|
|
Number of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Approximate
Dollar Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
||||||
October 2016
|
|
734
|
|
|
$
|
6.30
|
|
|
—
|
|
|
$
|
—
|
|
November 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 2016
|
|
199,773
|
|
|
6.59
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
200,507
|
|
|
$
|
6.59
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
During
2016
, all common share purchases were made to satisfy share award recipients' tax withholding and payment obligations in connection with the vesting of awards of restricted common shares, which were repurchased by us based on their fair market value on the repurchase date.
|
(in thousands, except per share and site counts
unless indicated otherwise)
|
Year Ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
Statements of Operations and Comprehensive
(Loss) Income
Attributable to Common
Shareholders Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
$
|
3,530,149
|
|
|
$
|
4,055,448
|
|
|
$
|
6,149,449
|
|
|
$
|
6,481,252
|
|
|
$
|
6,636,297
|
|
Nonfuel
|
1,963,904
|
|
|
1,782,761
|
|
|
1,616,802
|
|
|
1,450,792
|
|
|
1,344,755
|
|
|||||
Rent and royalties from franchisees
|
17,352
|
|
|
12,424
|
|
|
12,382
|
|
|
12,687
|
|
|
14,672
|
|
|||||
Total revenues
|
5,511,405
|
|
|
5,850,633
|
|
|
7,778,633
|
|
|
7,944,731
|
|
|
7,995,724
|
|
|||||
Income from operations
|
22,060
|
|
|
78,297
|
|
|
113,640
|
|
|
21,190
|
|
|
41,470
|
|
|||||
Net (loss) income attributable to common
shareholders
|
(2,018
|
)
|
|
27,719
|
|
|
60,969
|
|
|
31,623
|
|
|
32,198
|
|
|||||
Net (loss) income per common share
attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic and diluted
|
$
|
(0.05
|
)
|
|
$
|
0.72
|
|
|
$
|
1.62
|
|
|
$
|
1.06
|
|
|
$
|
1.12
|
|
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,659,841
|
|
|
$
|
1,621,541
|
|
|
$
|
1,393,007
|
|
|
$
|
1,234,171
|
|
|
$
|
1,012,715
|
|
Sale leaseback financing obligation,
noncurrent portion
(1)
|
21,165
|
|
|
20,719
|
|
|
82,591
|
|
|
83,762
|
|
|
82,195
|
|
|||||
Deferred rent obligation
(2)
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|||||
Senior Notes
|
330,000
|
|
|
330,000
|
|
|
230,000
|
|
|
110,000
|
|
|
—
|
|
|||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total fuel sold (gallons)
(3)
|
2,205,424
|
|
|
2,130,103
|
|
|
2,024,790
|
|
|
2,034,929
|
|
|
2,039,960
|
|
|||||
Number of sites (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company operated travel centers
|
225
|
|
|
223
|
|
|
220
|
|
|
217
|
|
|
206
|
|
|||||
Company operated convenience stores
|
232
|
|
|
203
|
|
|
34
|
|
|
34
|
|
|
4
|
|
|||||
Company operated standalone restaurants
|
13
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Franchisee operated travel centers
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
6
|
|
|||||
Franchisee owned and operated travel centers
|
25
|
|
|
24
|
|
|
25
|
|
|
25
|
|
|
29
|
|
|||||
Dealer operated convenience store
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Franchisee owned and operated
standalone restaurants
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total locations
|
540
|
|
|
458
|
|
|
285
|
|
|
281
|
|
|
245
|
|
(1)
|
See Note 7 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our sale leaseback financing obligation.
|
(2)
|
The deferred rent obligation is due and payable in five installments of
$42,915
,
$29,324
,
$29,107
,
$27,421
and
$21,233
on June 30, 2024, and
December 31, 2026
,
2028
,
2029
and
2030
, respectively, and the obligation does not bear interest unless certain events provided under the applicable agreement occur. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.
|
(3)
|
Includes all fuel we sold, both at our retail locations and on a wholesale basis, including to a joint venture in which we own a noncontrolling interest, but excludes the retail fuel sales at travel centers operated by our franchisees.
|
|
2016
|
|
Change
from 2015 |
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
3,530,149
|
|
|
(13.0
|
)%
|
|
$
|
4,055,448
|
|
|
(34.1
|
)%
|
|
$
|
6,149,449
|
|
Nonfuel
|
1,963,904
|
|
|
10.2
|
%
|
|
1,782,761
|
|
|
10.3
|
%
|
|
1,616,802
|
|
|||
Rent and royalties from franchisees
|
17,352
|
|
|
39.7
|
%
|
|
12,424
|
|
|
0.3
|
%
|
|
12,382
|
|
|||
Total revenues
|
5,511,405
|
|
|
(5.8
|
)%
|
|
5,850,633
|
|
|
(24.8
|
)%
|
|
7,778,633
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel
|
404,777
|
|
|
(2.3
|
)%
|
|
414,494
|
|
|
(3.3
|
)%
|
|
428,500
|
|
|||
Nonfuel
|
1,053,077
|
|
|
9.4
|
%
|
|
962,766
|
|
|
9.7
|
%
|
|
877,931
|
|
|||
Rent and royalties from franchisees
|
17,352
|
|
|
39.7
|
%
|
|
12,424
|
|
|
0.3
|
%
|
|
12,382
|
|
|||
Total gross margin
|
1,475,206
|
|
|
6.2
|
%
|
|
1,389,684
|
|
|
5.4
|
%
|
|
1,318,813
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Site level operating
|
959,407
|
|
|
8.3
|
%
|
|
885,646
|
|
|
8.6
|
%
|
|
815,611
|
|
|||
Selling, general and administrative
|
139,052
|
|
|
14.2
|
%
|
|
121,767
|
|
|
14.0
|
%
|
|
106,823
|
|
|||
Real estate rent
|
262,298
|
|
|
13.3
|
%
|
|
231,591
|
|
|
6.6
|
%
|
|
217,155
|
|
|||
Depreciation and amortization
|
92,389
|
|
|
27.6
|
%
|
|
72,383
|
|
|
10.4
|
%
|
|
65,584
|
|
|||
Total operating expenses
|
1,453,146
|
|
|
10.8
|
%
|
|
1,311,387
|
|
|
8.8
|
%
|
|
1,205,173
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
22,060
|
|
|
(71.8
|
)%
|
|
78,297
|
|
|
(31.1
|
)%
|
|
113,640
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
2,451
|
|
|
(51.4
|
)%
|
|
5,048
|
|
|
335.2
|
%
|
|
1,160
|
|
|||
Interest expense, net
|
27,815
|
|
|
23.4
|
%
|
|
22,545
|
|
|
34.9
|
%
|
|
16,712
|
|
|||
Income from equity investees
|
4,544
|
|
|
12.0
|
%
|
|
4,056
|
|
|
25.8
|
%
|
|
3,224
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
NM
|
|
|
10,502
|
|
|
NM
|
|
|
—
|
|
|||
(Loss) income before income taxes
|
(3,662
|
)
|
|
(108.3
|
)%
|
|
44,258
|
|
|
(55.3
|
)%
|
|
98,992
|
|
|||
(Benefit) provision for income taxes
|
(1,733
|
)
|
|
(110.5
|
)%
|
|
16,539
|
|
|
(56.5
|
)%
|
|
38,023
|
|
|||
Net (loss) income
|
(1,929
|
)
|
|
(107.0
|
)%
|
|
27,719
|
|
|
(54.5
|
)%
|
|
60,969
|
|
|||
Less net income for
noncontrolling interests
|
89
|
|
|
NM
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|||
Net (loss) income attributable to
common shareholders
|
$
|
(2,018
|
)
|
|
(107.3
|
)%
|
|
$
|
27,719
|
|
|
(54.5
|
)%
|
|
$
|
60,969
|
|
|
Fuel Gallons Sold
|
|
Fuel Revenues
|
||||||||||||||||
|
2016
|
|
Change
from 2015 |
|
2015
|
|
2016
|
|
Change
from 2015 |
|
2015
|
||||||||
Travel centers
|
1,908,924
|
|
|
(3.3
|
)%
|
|
1,974,744
|
|
|
$
|
3,036,861
|
|
|
(19.3
|
)%
|
|
$
|
3,763,536
|
|
Convenience stores
|
253,363
|
|
|
108.4
|
%
|
|
121,604
|
|
|
420,747
|
|
|
87.1
|
%
|
|
224,894
|
|
||
Corporate and other
|
43,137
|
|
|
27.8
|
%
|
|
33,755
|
|
|
72,541
|
|
|
8.2
|
%
|
|
67,018
|
|
||
Consolidated totals
|
2,205,424
|
|
|
3.5
|
%
|
|
2,130,103
|
|
|
$
|
3,530,149
|
|
|
(13.0
|
)%
|
|
$
|
4,055,448
|
|
|
Fuel Gallons Sold
|
|
Fuel Revenues
|
||||||||||||||||
|
2015
|
|
Change
from 2014 |
|
2014
|
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Travel centers
|
1,974,744
|
|
|
0.8
|
%
|
|
1,958,512
|
|
|
$
|
3,763,536
|
|
|
(36.9
|
)%
|
|
$
|
5,961,985
|
|
Convenience stores
|
121,604
|
|
|
203.6
|
%
|
|
40,048
|
|
|
224,894
|
|
|
98.6
|
%
|
|
113,221
|
|
||
Corporate and other
|
33,755
|
|
|
28.7
|
%
|
|
26,230
|
|
|
67,018
|
|
|
(9.7
|
)%
|
|
74,243
|
|
||
Consolidated totals
|
2,130,103
|
|
|
5.2
|
%
|
|
2,024,790
|
|
|
$
|
4,055,448
|
|
|
(34.1
|
)%
|
|
$
|
6,149,449
|
|
|
2016
|
|
Change
from 2015 |
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Number of company operated
travel center locations
|
225
|
|
|
2
|
|
|
223
|
|
|
3
|
|
|
220
|
|
|||
Number of franchise operated
travel center locations
|
30
|
|
|
1
|
|
|
29
|
|
|
(1
|
)
|
|
30
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel sales volume (gallons)
|
1,908,924
|
|
|
(3.3)
|
%
|
|
1,974,744
|
|
|
0.8
|
%
|
|
1,958,512
|
|
|||
Fuel revenues
|
$
|
3,036,861
|
|
|
(19.3)
|
%
|
|
$
|
3,763,536
|
|
|
(36.9)
|
%
|
|
$
|
5,961,985
|
|
Fuel gross margin
|
352,361
|
|
|
(9.3)
|
%
|
|
388,502
|
|
|
(7.7)
|
%
|
|
421,116
|
|
|||
Fuel gross margin per gallon
|
$
|
0.185
|
|
|
(6.1)
|
%
|
|
$
|
0.197
|
|
|
(8.4)
|
%
|
|
$
|
0.215
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel revenues
|
$
|
1,644,411
|
|
|
1.1
|
%
|
|
$
|
1,626,646
|
|
|
5.6
|
%
|
|
$
|
1,539,996
|
|
Nonfuel gross margin
|
946,308
|
|
|
3.3
|
%
|
|
915,794
|
|
|
7.3
|
%
|
|
853,788
|
|
|||
Nonfuel gross margin percentage
|
57.5
|
%
|
|
120
|
pts
|
|
56.3
|
%
|
|
90
|
pts
|
|
55.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
4,694,900
|
|
|
(13.1)
|
%
|
|
$
|
5,402,606
|
|
|
(28.1)
|
%
|
|
$
|
7,514,363
|
|
Total gross margin
|
1,312,297
|
|
|
(0.3)
|
%
|
|
1,316,720
|
|
|
2.3
|
%
|
|
1,287,286
|
|
|||
Site level operating expenses
|
843,385
|
|
|
1.2
|
%
|
|
833,156
|
|
|
4.9
|
%
|
|
794,508
|
|
|||
Site level operating expenses as a
percentage of nonfuel revenues
|
51.3
|
%
|
|
10
|
pts
|
|
51.2
|
%
|
|
(40
|
)pts
|
|
51.6
|
%
|
|||
Site level gross margin in excess
of site level operating expenses
|
$
|
468,912
|
|
|
(3.0)
|
%
|
|
$
|
483,564
|
|
|
(1.9)
|
%
|
|
$
|
492,778
|
|
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Number of same site company
operated travel center locations
|
217
|
|
|
217
|
|
|
—
|
|
|
214
|
|
|
214
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel sales volume (gallons)
|
1,883,514
|
|
|
1,967,655
|
|
|
(4.3)
|
%
|
|
1,946,561
|
|
|
1,933,904
|
|
|
0.7
|
%
|
||||
Fuel revenues
|
$
|
2,994,344
|
|
|
$
|
3,749,929
|
|
|
(20.1)
|
%
|
|
$
|
3,707,703
|
|
|
$
|
5,886,328
|
|
|
(37.0)
|
%
|
Fuel gross margin
|
346,836
|
|
|
386,412
|
|
|
(10.2)
|
%
|
|
380,969
|
|
|
414,792
|
|
|
(8.2)
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.184
|
|
|
$
|
0.196
|
|
|
(6.1)
|
%
|
|
$
|
0.196
|
|
|
$
|
0.214
|
|
|
(8.4)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
1,617,598
|
|
|
$
|
1,618,983
|
|
|
(0.1)
|
%
|
|
$
|
1,599,612
|
|
|
$
|
1,518,114
|
|
|
5.4
|
%
|
Nonfuel gross margin
|
931,315
|
|
|
911,677
|
|
|
2.2
|
%
|
|
902,034
|
|
|
843,008
|
|
|
7.0
|
%
|
||||
Nonfuel gross margin percentage
|
57.6
|
%
|
|
56.3
|
%
|
|
130
|
pts
|
|
56.4
|
%
|
|
55.5
|
%
|
|
90
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross margin
|
$
|
1,278,151
|
|
|
$
|
1,298,089
|
|
|
(1.5)
|
%
|
|
$
|
1,283,003
|
|
|
$
|
1,257,800
|
|
|
2.0
|
%
|
Site level operating expenses
|
828,390
|
|
|
827,603
|
|
|
0.1
|
%
|
|
817,565
|
|
|
783,533
|
|
|
4.3
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
51.2
|
%
|
|
51.1
|
%
|
|
10
|
pts
|
|
51.1
|
%
|
|
51.6
|
%
|
|
(50
|
)pts
|
||||
Site level gross margin in excess
of site level operating expenses
|
$
|
449,761
|
|
|
$
|
470,486
|
|
|
(4.4)
|
%
|
|
$
|
465,438
|
|
|
$
|
474,267
|
|
|
(1.9)
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2015
|
1,974,744
|
|
|
$
|
3,763,536
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(623,726
|
)
|
||
Decrease due to same site volume changes
|
(84,141
|
)
|
|
(132,108
|
)
|
|
Increase due to locations opened
|
18,321
|
|
|
29,159
|
|
|
Net change from prior year period
|
(65,820
|
)
|
|
(726,675
|
)
|
|
|
|
|
|
|||
Results for 2016
|
1,908,924
|
|
|
$
|
3,036,861
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2014
|
1,958,512
|
|
|
$
|
5,961,985
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(2,202,324
|
)
|
||
Increase due to same site volume changes
|
12,657
|
|
|
23,908
|
|
|
Increase due to locations opened
|
12,921
|
|
|
7,800
|
|
|
Decrease due to locations closed
|
(9,346
|
)
|
|
(27,833
|
)
|
|
Net change from prior year period
|
16,232
|
|
|
(2,198,449
|
)
|
|
|
|
|
|
|||
Results for 2015
|
1,974,744
|
|
|
$
|
3,763,536
|
|
|
2016
|
|
Change
from 2015 |
|
2015
|
|
Change
from 2014 |
|
2014
|
||||||||
Number of company operated
convenience stores locations
|
232
|
|
|
29
|
|
|
203
|
|
|
169
|
|
|
34
|
|
|||
Number of dealer operated
convenience store locations
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel sales volume (gallons)
|
253,363
|
|
|
108.4
|
%
|
|
121,604
|
|
|
203.6
|
%
|
|
40,048
|
|
|||
Fuel revenues
|
$
|
420,747
|
|
|
87.1
|
%
|
|
$
|
224,894
|
|
|
98.6
|
%
|
|
$
|
113,221
|
|
Fuel gross margin
|
51,900
|
|
|
99.2
|
%
|
|
26,060
|
|
|
258.4
|
%
|
|
7,272
|
|
|||
Fuel gross margin per gallon
|
$
|
0.205
|
|
|
(4.2)
|
%
|
|
$
|
0.214
|
|
|
17.6
|
%
|
|
$
|
0.182
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
||||||||
Nonfuel revenues
|
$
|
294,852
|
|
|
90.0
|
%
|
|
$
|
155,197
|
|
|
102.5
|
%
|
|
$
|
76,634
|
|
Nonfuel gross margin
|
90,047
|
|
|
94.4
|
%
|
|
46,314
|
|
|
93.4
|
%
|
|
23,946
|
|
|||
Nonfuel gross margin percentage
|
30.5
|
%
|
|
70
|
pts
|
|
29.8
|
%
|
|
(140
|
)pts
|
|
31.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
715,905
|
|
|
88.4
|
%
|
|
$
|
380,091
|
|
|
100.2
|
%
|
|
$
|
189,855
|
|
Total gross margin
|
142,253
|
|
|
96.6
|
%
|
|
72,374
|
|
|
131.8
|
%
|
|
31,218
|
|
|||
Site level operating expenses
|
105,593
|
|
|
91.6
|
%
|
|
55,115
|
|
|
146.2
|
%
|
|
22,384
|
|
|||
Site level operating expenses as a
percentage of nonfuel revenues
|
35.8
|
%
|
|
30
|
pts
|
|
35.5
|
%
|
|
630
|
pts
|
|
29.2
|
%
|
|||
Site level gross margin in excess
of site level operating expenses
|
$
|
36,660
|
|
|
112.4
|
%
|
|
$
|
17,259
|
|
|
95.4
|
%
|
|
$
|
8,834
|
|
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Number of same site company
operated convenience store locations
|
32
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
32
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel sales volume (gallons)
|
41,058
|
|
|
41,690
|
|
|
(1.5)
|
%
|
|
41,690
|
|
|
40,048
|
|
|
4.1
|
%
|
||||
Fuel revenues
|
$
|
67,338
|
|
|
$
|
77,706
|
|
|
(13.3)
|
%
|
|
$
|
77,672
|
|
|
$
|
113,221
|
|
|
(31.4)
|
%
|
Fuel gross margin
|
9,101
|
|
|
8,950
|
|
|
1.7
|
%
|
|
8,917
|
|
|
7,272
|
|
|
22.6
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.222
|
|
|
$
|
0.215
|
|
|
3.3
|
%
|
|
$
|
0.214
|
|
|
$
|
0.182
|
|
|
17.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
80,037
|
|
|
$
|
79,657
|
|
|
0.5
|
%
|
|
$
|
79,657
|
|
|
$
|
76,634
|
|
|
3.9
|
%
|
Nonfuel gross margin
|
26,258
|
|
|
25,965
|
|
|
1.1
|
%
|
|
25,965
|
|
|
23,946
|
|
|
8.4
|
%
|
||||
Nonfuel gross margin percentage
|
32.8
|
%
|
|
32.6
|
%
|
|
20
|
pts
|
|
32.6
|
%
|
|
31.2
|
%
|
|
140
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross margin
|
$
|
35,359
|
|
|
$
|
34,915
|
|
|
1.3
|
%
|
|
$
|
34,882
|
|
|
$
|
31,218
|
|
|
11.7
|
%
|
Site level operating expenses
|
21,996
|
|
|
22,440
|
|
|
(2.0)
|
%
|
|
22,498
|
|
|
22,384
|
|
|
0.5
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
27.5
|
%
|
|
28.2
|
%
|
|
(70
|
)pts
|
|
28.2
|
%
|
|
29.2
|
%
|
|
(100
|
)pts
|
||||
Site level gross margin in excess
of site level operating expenses
|
$
|
13,363
|
|
|
$
|
12,475
|
|
|
7.1
|
%
|
|
$
|
12,384
|
|
|
$
|
8,834
|
|
|
40.2
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2015
|
121,604
|
|
|
$
|
224,894
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(9,355
|
)
|
||
Decrease due to same site volume changes
|
(632
|
)
|
|
(979
|
)
|
|
Increase due to locations opened
|
132,391
|
|
|
206,187
|
|
|
Net change from prior year period
|
131,759
|
|
|
195,853
|
|
|
|
|
|
|
|||
Results for 2016
|
253,363
|
|
|
$
|
420,747
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for 2014
|
40,048
|
|
|
$
|
113,221
|
|
|
|
|
|
|||
Decrease due to petroleum products price changes
|
|
|
(38,562
|
)
|
||
Increase due to same site volume changes
|
1,642
|
|
|
3,014
|
|
|
Increase due to locations opened and closed
|
79,914
|
|
|
147,221
|
|
|
Net change from prior year period
|
81,556
|
|
|
111,673
|
|
|
|
|
|
|
|||
Results for 2015
|
121,604
|
|
|
$
|
224,894
|
|
•
|
cash balance;
|
•
|
operating cash flow;
|
•
|
our Credit Facility, with a current maximum availability of
$200,000
, or our Credit Facility, subject to limits based on our qualified collateral;
|
•
|
sales to HPT of improvements we make to the sites we lease from HPT and the development site to be sold to HPT under the Transaction Agreement;
|
•
|
potential issuances of new debt and equity securities; and
|
•
|
potential financing or selling of unencumbered real estate that we own.
|
•
|
continuing decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency and fuel conservation generally;
|
•
|
decreased demand for our products and services that we may experience as a result of competition;
|
•
|
a significant portion of our expenses are fixed in nature, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
|
•
|
the possible inability of recently acquired or developed properties to generate the stabilized financial results we expect;
|
•
|
the risk of an economic slowdown or recession; and
|
•
|
the negative impacts on our gross margins and working capital requirements if there were a return to the higher level of prices for petroleum products we experienced during the first half of 2014 and in prior years, as well as the increased volatility of those prices.
|
•
|
HPT is our former parent company, our principal landlord and our largest shareholder and RMR provides management services to both us and HPT;
|
•
|
As of
December 31, 2016
, we, HPT and five other companies to which RMR provides management services each owned
14.3%
of AIC, which arranges and insures or reinsures in part a combined property insurance program for us and its six other shareholders; and
|
•
|
RMR employs our President and Chief Executive Officer; our Executive Vice President, Chief Financial Officer and Treasurer; our Executive Vice President and General Counsel; and both of our Managing Directors; one of our Managing Directors is a controlling shareholder of The RMR Group Inc., and owns direct and indirect interests in RMR through ABP Trust, of which he is a beneficial owner; RMR, assists us with various aspects of our business pursuant to a business management agreement and provides building management services at our headquarters office building pursuant to a property management agreement.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
one year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Leases with HPT
(1)
|
$
|
3,781,806
|
|
|
$
|
281,516
|
|
|
$
|
560,052
|
|
|
$
|
554,837
|
|
|
$
|
2,385,401
|
|
Other operating leases
|
57,692
|
|
|
10,831
|
|
|
15,690
|
|
|
9,249
|
|
|
21,922
|
|
|||||
2028 Senior Notes
(2)
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
|||||
2029 Senior Notes
(3)
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,000
|
|
|||||
2030 Senior Notes
(4)
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Interest payments on
long term debt
|
335,200
|
|
|
26,725
|
|
|
53,437
|
|
|
53,418
|
|
|
201,620
|
|
|||||
Purchase obligations
(5)
|
19,050
|
|
|
19,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long term liabilities
(6)
|
36,541
|
|
|
14,837
|
|
|
12,524
|
|
|
4,975
|
|
|
4,205
|
|
|||||
Total contractual obligations
|
$
|
4,560,289
|
|
|
$
|
352,959
|
|
|
$
|
641,703
|
|
|
$
|
622,479
|
|
|
$
|
2,943,148
|
|
(1)
|
The amounts shown for lease payments to HPT include payments due to HPT for the sites we account for as operating leases and for the sites we account for as a financing under a sale leaseback financing obligation and also include the payments of the deferred rent obligation of
$42,915
,
$29,324
,
$29,107
,
$27,421
and
$21,233
in June
2024
and December
2026
,
2028
,
2029
, and
2030
, respectively, as well as the amounts payable to HPT at the end of the lease terms for the estimated cost of removing underground storage tanks. Interest is not payable on the deferred rent obligation balance unless we default on certain covenants or certain events occur, such as a change in control of us.
|
(2)
|
Our 2028 Senior Notes require us to pay interest at 8.25% quarterly and the 2028 Senior Notes mature (unless previously redeemed) on
January 15, 2028
. We may, at our option, at any time on or after
January 15, 2016
, redeem some or all of the 2028 Senior Notes by paying
100%
of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
|
(3)
|
Our 2029 Senior Notes require us to pay interest at 8.00% quarterly and the 2029 Senior Notes mature (unless previously redeemed) on
December 15, 2029
. We may, at our option, at any time on or after
December 15, 2017
, redeem some or all of the 2029 Senior Notes by paying
100%
of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
|
(4)
|
Our 2030 Senior Notes require us to pay interest at 8.00% quarterly and the 2030 Senior Notes mature (unless previously redeemed) on
October 15, 2030
. We may, at our option, at any time on or after
October 15, 2018
, redeem some or all of the 2030 Senior Notes by paying
100%
of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
|
(5)
|
As of
December 31, 2016
, we had entered agreements to acquire
one
travel center for a purchase price of
$13,050
and
six
standalone restaurants for an aggregate purchase price of
$6,000
, and
s
ince
December 31, 2016
, we entered into an agreement to acquire an additional travel center for a purchase price of
$4,175
.
During 2017, as of the date of this Annual Report, we have completed the purchase of
six
standalone restaurants for an aggregate purchase price of
$6,000
. The remaining acquisitions are subject to conditions and may not occur, may be delayed or the terms may change.
|
(6)
|
The other long term liabilities included in the table above include accrued liabilities related to our partial self insurance programs, including for general liability, workers' compensation, motor vehicle and group health benefits claims, as well as a loan secured by a mortgage on one of our standalone restaurants.
|
TravelCenters of America LLC Audited Financial Statements
|
Page
|
(b)
|
Exhibits
|
3.1
|
|
Certificate of Formation of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
|
|
|
|
3.2
|
|
Composite copy of Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC dated as of May 20, 2013, as amended to date (Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of TravelCenters of America LLC, as amended and restated on September 7, 2016 (filed herewith)
|
|
|
|
4.1
|
|
Form of Share Certificate (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)
|
|
|
|
4.2
|
|
Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on January 15, 2013)
|
|
|
|
4.3
|
|
First Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on January 15, 2013)
|
|
|
|
4.4
|
|
Second Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of December 16, 2014 (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 8-A (File No. 001-33274)
|
|
|
|
4.5
|
|
Third Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of October 5, 2015 (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A (File No. 001-33274) filed October 5, 2015)
|
|
|
|
4.6
|
|
Form of 8.25% Senior Notes due 2028 (included in Exhibit 4.3 above)
|
|
|
|
4.7
|
|
Form of 8.00% Senior Notes due 2029 (included in Exhibit 4.4 above)
|
|
|
|
4.8
|
|
Form of 8.00% Senior Notes due 2030 (included in Exhibit 4.5 above)
|
|
|
|
10.1
|
|
Transaction Agreement, dated as of January 29, 2007, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and The RMR Group LLC (Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 20, 2007)
|
|
|
|
10.2
|
|
Transaction Agreement, dated as of June 1, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Leasing LLC, and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2015)
|
|
|
|
10.3
|
|
First Amendment to Transaction Agreement, dated as of June 22, 2016, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.4
|
|
Deferral Agreement, dated as of August 11, 2008, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and Petro Stopping Centers, L.P. (Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on August 11, 2008)
|
|
|
|
10.5
|
|
Registration Rights Agreement, dated as of August 11, 2008, between TravelCenters of America LLC and Hospitality Properties Trust (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on August 11, 2008)
|
|
|
|
10.6
|
|
Amended and Restated Business Management and Shared Services Agreement, dated as of March 12, 2015, by and between TravelCenters of America LLC and Reit Management & Research LLC (Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 13, 2015)
|
|
|
|
10.7
|
|
Lease Agreement, dated as of May 30, 2007, by and among HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, and TA Operating LLC (as successor to Petro Stopping Centers, L.P.), as Tenant (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 4, 2007)
|
|
|
|
10.8
|
|
First Amendment to Lease Agreement, dated as of March 17, 2008, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed on November 10, 2008)
|
|
|
|
10.9
|
|
Amended and Restated Lease No. 1, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.10
|
|
Amended and Restated Lease No. 2, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.11
|
|
Amended and Restated Lease No. 3, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.12
|
|
Amended and Restated Lease No. 4, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.13
|
|
Amendment to Lease Agreement, dated as of June 9, 2015, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.14
|
|
Amendment to Lease Agreement, dated as of June 22, 2016, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.15
|
|
First Amendment to Amended and Restated Lease Agreement No. 1, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.16
|
|
First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 22, 2015)
|
|
|
|
10.17
|
|
First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.18
|
|
First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 22, 2015)
|
|
|
|
10.19
|
|
Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.20
|
|
Second Amendment to Amended and Restated Lease Amendment No. 3, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.21
|
|
Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.22
|
|
Third Amendment to Amended and Restated Lease Agreement No. 2, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.23
|
|
Third Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.24
|
|
Fourth Amendment to Amended and Restated Lease Amendment No. 2, dated as of June 22, 2016, by and among TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed June 22, 2016)
|
|
|
|
10.25
|
|
Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 5, 2016)
|
|
|
|
10.26
|
|
Fifth Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 30, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 1, 2016)
|
|
|
|
10.27
|
|
Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.28
|
|
Sixth Amendment to Amended and Restated Lease Agreement No. 2, dated as of September 30, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 4, 2016)
|
|
|
|
10.29
|
|
Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 14, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)
|
|
|
|
10.30
|
|
Guaranty Agreement, dated as of May 30, 2007, made by TravelCenters of America LLC, as Guarantor, for the benefit of HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, under the Lease Agreement, dated as of May 30, 2007, by and among such Landlord and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 4, 2007)
|
|
|
|
10.31
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.5 to our current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.32
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.33
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.34
|
|
Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.35
|
|
Property Exchange Agreement, dated as of June 9, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, the Registrant and TA Operating LLC (Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on June 15, 2015)
|
|
|
|
10.36
|
|
Sales Agreement, dated as of June 16, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 22, 2015)
|
|
|
|
10.37
|
|
Sales Agreement, dated as of June 16, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 22, 2015)
|
|
|
|
10.38
|
|
Sales Agreement, dated as of June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.39
|
|
Sales Agreement, dated as of June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 25, 2015)
|
|
|
|
10.40
|
|
Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.41
|
|
Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.42
|
|
Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on September 24, 2015)
|
|
|
|
10.43
|
|
Form of Development Property Agreement between an HPT entity and TA Operating LLC (Incorporated by reference to Exhibit B-3 to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2015)
|
|
|
|
10.44
|
|
Development Property Agreement, dated as of March 31, 2016, by and between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 5, 2016)
|
|
|
|
10.45
|
|
Development Property Agreement, dated as of June 22, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.46
|
|
Development Property Agreement, dated as of June 22, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 22, 2016)
|
|
|
|
10.47
|
|
Development Property Agreement, dated as of June 30, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 1, 2016)
|
|
|
|
10.48
|
|
Development Property Agreement, dated as of September 30, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 4, 2016)
|
|
|
|
10.49
|
|
Amendment Agreement, dated as of January 31, 2011, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2011)
|
|
|
|
10.50
|
|
Amendment Agreement, dated as of April 15, 2013, among HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC and together with HPT TA Trust, HPT TA LLC, HPT PSC Trust, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed on May 7, 2013)
|
|
|
|
10.51
|
|
Amendment Agreement, dated as of December 23, 2013, among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on June 6, 2014)
|
|
|
|
10.52
|
|
Amended and Restated Shareholders Agreement, dated as of May 21, 2012, by and among Affiliates Insurance Company, Five Star Quality Care, Inc., Hospitality Properties Trust, CommonWealth REIT, Senior Housing Properties Trust, TravelCenters of America LLC, The RMR Group LLC, Government Properties Income Trust and Select Income REIT (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)
|
|
|
|
23.1
|
|
Consent of RSM US LLP (filed herewith)
|
|
|
|
23.2
|
|
Consent of RSM US LLP (filed herewith)
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith)
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith)
|
|
|
|
99.1
|
|
Property Management Agreement, dated as of July 21, 2011, by and between The RMR Group LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed on November 7, 2011)
|
|
|
|
99.2
|
|
Amendment to Property Management Agreement, dated as of August 1, 2016, between The RMR Group LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)
|
|
|
|
99.3
|
|
Amended and Restated Reimbursement Agreement, dated as of May 1, 2012, by and among The RMR Group LLC, TravelCenters of America LLC and Five Star Quality Care, Inc. (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)
|
|
|
|
99.4
|
|
Financial Statements of Petro Travel Plaza Holdings LLC (filed herewith)
|
|
|
|
101.1
|
|
The following materials from TravelCenters of America LLC's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text (filed herewith)
|
|
|
/s/ RSM US LLP
|
|
|
/s/ RSM US LLP
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
61,312
|
|
|
$
|
172,087
|
|
Accounts receivable (less allowance for doubtful accounts of $744 and $850 as of
December 31, 2016 and 2015, respectively)
|
107,246
|
|
|
91,580
|
|
||
Inventory
|
207,829
|
|
|
183,492
|
|
||
Other current assets
|
25,674
|
|
|
48,181
|
|
||
Total current assets
|
402,061
|
|
|
495,340
|
|
||
|
|
|
|
||||
Property and equipment, net
|
1,082,022
|
|
|
989,606
|
|
||
Goodwill
|
88,542
|
|
|
79,768
|
|
||
Other intangible assets, net
|
37,738
|
|
|
26,209
|
|
||
Other noncurrent assets
|
49,478
|
|
|
30,618
|
|
||
Total assets
|
$
|
1,659,841
|
|
|
$
|
1,621,541
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
157,964
|
|
|
$
|
125,079
|
|
Current HPT Leases liabilities
|
39,720
|
|
|
37,030
|
|
||
Other current liabilities
|
132,648
|
|
|
133,513
|
|
||
Total current liabilities
|
330,332
|
|
|
295,622
|
|
||
|
|
|
|
||||
Long term debt, net
|
318,739
|
|
|
316,447
|
|
||
Noncurrent HPT Leases liabilities
|
381,854
|
|
|
385,498
|
|
||
Other noncurrent liabilities
|
75,837
|
|
|
74,655
|
|
||
Total liabilities
|
1,106,762
|
|
|
1,072,222
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common shares, no par value, 41,369 and 39,069 shares authorized at
December 31, 2016 and 2015, respectively, 39,523 and 38,808 shares issued
and outstanding as of December 31, 2016, and 2015, respectively
|
686,348
|
|
|
682,219
|
|
||
Accumulated other comprehensive income (loss)
|
11
|
|
|
(240
|
)
|
||
Accumulated deficit
|
(134,678
|
)
|
|
(132,660
|
)
|
||
Total TA shareholders' equity
|
551,681
|
|
|
549,319
|
|
||
Noncontrolling interests
|
1,398
|
|
|
—
|
|
||
Total shareholders' equity
|
553,079
|
|
|
549,319
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,659,841
|
|
|
$
|
1,621,541
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Fuel
|
$
|
3,530,149
|
|
|
$
|
4,055,448
|
|
|
$
|
6,149,449
|
|
Nonfuel
|
1,963,904
|
|
|
1,782,761
|
|
|
1,616,802
|
|
|||
Rent and royalties from franchisees
|
17,352
|
|
|
12,424
|
|
|
12,382
|
|
|||
Total revenues
|
5,511,405
|
|
|
5,850,633
|
|
|
7,778,633
|
|
|||
|
|
|
|
|
|
||||||
Cost of goods sold (excluding depreciation):
|
|
|
|
|
|
||||||
Fuel
|
3,125,372
|
|
|
3,640,954
|
|
|
5,720,949
|
|
|||
Nonfuel
|
910,827
|
|
|
819,995
|
|
|
738,871
|
|
|||
Total cost of goods sold
|
4,036,199
|
|
|
4,460,949
|
|
|
6,459,820
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Site level operating
|
959,407
|
|
|
885,646
|
|
|
815,611
|
|
|||
Selling, general and administrative
|
139,052
|
|
|
121,767
|
|
|
106,823
|
|
|||
Real estate rent
|
262,298
|
|
|
231,591
|
|
|
217,155
|
|
|||
Depreciation and amortization
|
92,389
|
|
|
72,383
|
|
|
65,584
|
|
|||
Total operating expenses
|
1,453,146
|
|
|
1,311,387
|
|
|
1,205,173
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
22,060
|
|
|
78,297
|
|
|
113,640
|
|
|||
|
|
|
|
|
|
||||||
Acquisition costs
|
2,451
|
|
|
5,048
|
|
|
1,160
|
|
|||
Interest expense, net
|
27,815
|
|
|
22,545
|
|
|
16,712
|
|
|||
Income from equity investees
|
4,544
|
|
|
4,056
|
|
|
3,224
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
10,502
|
|
|
—
|
|
|||
(Loss) income before income taxes
|
(3,662
|
)
|
|
44,258
|
|
|
98,992
|
|
|||
(Benefit) provision for income taxes
|
(1,733
|
)
|
|
16,539
|
|
|
38,023
|
|
|||
Net (loss) income
|
(1,929
|
)
|
|
27,719
|
|
|
60,969
|
|
|||
Less net income for noncontrolling interests
|
89
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to common shareholders
|
$
|
(2,018
|
)
|
|
$
|
27,719
|
|
|
$
|
60,969
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (lo
ss),
net of tax:
|
|
|
|
|
|
|
|
|
|||
Foreign currency income (loss), net of taxes of $57, $355 and
$198, respectively
|
$
|
99
|
|
|
$
|
(655
|
)
|
|
$
|
(400
|
)
|
Equity interest in investee's unrealized gain
(loss) o
n investments
|
152
|
|
|
(20
|
)
|
|
1
|
|
|||
Other comprehensive income (loss) attributable to
common shareholders
|
251
|
|
|
(675
|
)
|
|
(399
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive (loss) income attributable to
common shareholders
|
$
|
(1,767
|
)
|
|
$
|
27,044
|
|
|
$
|
60,570
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share attributable
to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
$
|
(0.05
|
)
|
|
$
|
0.72
|
|
|
$
|
1.62
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(1,929
|
)
|
|
$
|
27,719
|
|
|
$
|
60,969
|
|
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|||
Noncash rent expense
|
(13,683
|
)
|
|
(15,170
|
)
|
|
(8,982
|
)
|
|||
Depreciation and amortization expense
|
92,389
|
|
|
72,383
|
|
|
65,584
|
|
|||
Deferred income taxes
|
4,342
|
|
|
7,367
|
|
|
13,790
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
10,502
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effects of
business acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(14,503
|
)
|
|
5,076
|
|
|
8,838
|
|
|||
Inventory
|
(20,642
|
)
|
|
5,140
|
|
|
27,594
|
|
|||
Other assets
|
22,539
|
|
|
(1,546
|
)
|
|
2,414
|
|
|||
Accounts payable and other liabilities
|
39,896
|
|
|
18,023
|
|
|
(12,010
|
)
|
|||
Other, net
|
2,368
|
|
|
7,394
|
|
|
2,928
|
|
|||
Net cash provided by operating activities
|
110,777
|
|
|
136,888
|
|
|
161,125
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from asset sales
|
193,082
|
|
|
378,250
|
|
|
64,927
|
|
|||
Capital expenditures
|
(329,997
|
)
|
|
(295,437
|
)
|
|
(169,825
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(71,935
|
)
|
|
(320,290
|
)
|
|
(28,695
|
)
|
|||
Investment in equity investee
|
(11,188
|
)
|
|
—
|
|
|
(825
|
)
|
|||
Net cash used in investing activities
|
(220,038
|
)
|
|
(237,477
|
)
|
|
(134,418
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of Senior Notes
|
—
|
|
|
100,000
|
|
|
120,000
|
|
|||
Common shares offering costs paid
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Payment of deferred financing costs
|
—
|
|
|
(4,506
|
)
|
|
(6,135
|
)
|
|||
Proceeds from sale leaseback transactions with HPT
|
937
|
|
|
1,190
|
|
|
1,398
|
|
|||
Sale leaseback financing obligation payments
|
(578
|
)
|
|
(46,347
|
)
|
|
(2,380
|
)
|
|||
Acquisition of treasury shares from employees
|
(1,394
|
)
|
|
(1,842
|
)
|
|
(928
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,035
|
)
|
|
48,495
|
|
|
111,941
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(479
|
)
|
|
(94
|
)
|
|
(30
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(110,775
|
)
|
|
(52,188
|
)
|
|
138,618
|
|
|||
Cash and cash equivalents at the beginning of the year
|
172,087
|
|
|
224,275
|
|
|
85,657
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
61,312
|
|
|
$
|
172,087
|
|
|
$
|
224,275
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid (including rent classified as interest and net of
capitalized interest)
|
$
|
29,846
|
|
|
$
|
21,204
|
|
|
$
|
16,055
|
|
Income taxes paid, net of refunds
|
243
|
|
|
1,984
|
|
|
1,527
|
|
|
Number of
Common
Shares
|
|
Common
Shares
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Treasury
Shares
|
|
Total TA
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||
December 31, 2013
|
37,625
|
|
|
$
|
674,391
|
|
|
$
|
834
|
|
|
$
|
(221,348
|
)
|
|
$
|
—
|
|
|
$
|
453,877
|
|
|
$
|
—
|
|
|
$
|
453,877
|
|
Grants under share
award plan and
share based
compensation, net
|
711
|
|
|
5,105
|
|
|
—
|
|
|
—
|
|
|
(928
|
)
|
|
4,177
|
|
|
—
|
|
|
4,177
|
|
|||||||
Offering costs
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||||
Other comprehensive
loss, net of tax
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
—
|
|
|
(399
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
60,969
|
|
|
—
|
|
|
60,969
|
|
|
—
|
|
|
60,969
|
|
|||||||
December 31, 2014
|
38,336
|
|
|
679,482
|
|
|
435
|
|
|
(160,379
|
)
|
|
(928
|
)
|
|
518,610
|
|
|
—
|
|
|
518,610
|
|
|||||||
Grants under share
award plan and
share based
compensation, net
|
472
|
|
|
2,737
|
|
|
—
|
|
|
—
|
|
|
(1,842
|
)
|
|
895
|
|
|
—
|
|
|
895
|
|
|||||||
Retirement of
treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|
2,770
|
|
|
—
|
|
|
2,770
|
|
|||||||
Other comprehensive
loss, net of tax
|
—
|
|
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
(675
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
27,719
|
|
|
—
|
|
|
27,719
|
|
|
—
|
|
|
27,719
|
|
|||||||
December 31, 2015
|
38,808
|
|
|
682,219
|
|
|
(240
|
)
|
|
(132,660
|
)
|
|
—
|
|
|
549,319
|
|
|
—
|
|
|
549,319
|
|
|||||||
Grants under share
award plan and
share based
compensation, net
|
715
|
|
|
4,129
|
|
|
—
|
|
|
—
|
|
|
(1,394
|
)
|
|
2,735
|
|
|
—
|
|
|
2,735
|
|
|||||||
QSL acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,309
|
|
|
1,309
|
|
|||||||
Retirement of
treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
|
1,394
|
|
|
—
|
|
|
1,394
|
|
|||||||
Other comprehensive
income, net of tax
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,018
|
)
|
|
—
|
|
|
(2,018
|
)
|
|
89
|
|
|
(1,929
|
)
|
|||||||
December 31, 2016
|
39,523
|
|
|
$
|
686,348
|
|
|
$
|
11
|
|
|
$
|
(134,678
|
)
|
|
$
|
—
|
|
|
$
|
551,681
|
|
|
$
|
1,398
|
|
|
$
|
553,079
|
|
1.
|
Summary of Significant Accounting Policies
|
Buildings and site improvements
|
15 to 40 years
|
Machinery and equipment
|
3 to 15 years
|
Furniture and fixtures
|
5 to 10 years
|
2.
|
Acquisitions
|
|
Convenience
Stores
|
|
Corporate
and Other
(1)
|
|
Total
|
||||||
Inventory
|
$
|
3,175
|
|
|
$
|
465
|
|
|
$
|
3,640
|
|
Property and equipment
|
36,289
|
|
|
12,825
|
|
|
49,114
|
|
|||
Goodwill
|
6,919
|
|
|
1,890
|
|
|
8,809
|
|
|||
Intangible assets
|
370
|
|
|
14,020
|
|
|
14,390
|
|
|||
Other assets
|
18
|
|
|
1,130
|
|
|
1,148
|
|
|||
Other liabilities
|
(1,618
|
)
|
|
(3,548
|
)
|
|
(5,166
|
)
|
|||
Total aggregate purchase price
|
$
|
45,153
|
|
|
$
|
26,782
|
|
|
$
|
71,935
|
|
(1)
|
Includes standalone restaurants. See Note 15 for more segment information.
|
|
Travel
Centers |
|
Convenience
Stores
|
|
Total
|
||||||
Inventory
|
$
|
683
|
|
|
$
|
15,296
|
|
|
$
|
15,979
|
|
Property and equipment
|
7,815
|
|
|
251,956
|
|
|
259,771
|
|
|||
Goodwill
|
1,137
|
|
|
46,360
|
|
|
47,497
|
|
|||
Intangible assets
|
158
|
|
|
5,070
|
|
|
5,228
|
|
|||
Other liabilities
|
(455
|
)
|
|
(7,730
|
)
|
|
(8,185
|
)
|
|||
Total aggregate purchase price
|
$
|
9,338
|
|
|
$
|
310,952
|
|
|
$
|
320,290
|
|
|
Unaudited
|
||||||
|
Year Ended
December 31, 2015
|
|
Year Ended
December 31, 2014
|
||||
Total revenues
|
$
|
6,299,036
|
|
|
$
|
8,321,178
|
|
3.
|
Property and Equipment
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
303,422
|
|
|
$
|
280,550
|
|
Buildings and improvements
|
341,803
|
|
|
287,276
|
|
||
Machinery, equipment and furniture
|
425,527
|
|
|
327,853
|
|
||
Leasehold improvements
|
224,713
|
|
|
216,177
|
|
||
Construction in progress
|
198,600
|
|
|
207,489
|
|
||
|
1,494,065
|
|
|
1,319,345
|
|
||
Less: accumulated depreciation and amortization
|
412,043
|
|
|
329,739
|
|
||
Property and equipment, net
|
$
|
1,082,022
|
|
|
$
|
989,606
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
14,055
|
|
|
$
|
14,053
|
|
Buildings and improvements
|
7,498
|
|
|
6,586
|
|
||
Machinery, equipment and furniture
|
3,239
|
|
|
3,216
|
|
||
Leasehold improvements
|
114,987
|
|
|
114,989
|
|
||
|
139,779
|
|
|
138,844
|
|
||
Less: accumulated depreciation and amortization
|
80,533
|
|
|
71,357
|
|
||
Property and equipment, net
|
$
|
59,246
|
|
|
$
|
67,487
|
|
4.
|
Goodwill and Intangible Assets
|
|
December 31, 2016
|
||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|||
Agreements with franchisees
|
$
|
24,593
|
|
|
$
|
(10,473
|
)
|
|
$
|
14,120
|
|
Leasehold interests
|
6,867
|
|
|
(2,510
|
)
|
|
4,357
|
|
|||
Agreements with franchisors
|
2,836
|
|
|
(1,490
|
)
|
|
1,346
|
|
|||
Other
|
5,276
|
|
|
(3,478
|
)
|
|
1,798
|
|
|||
Total amortizable intangible assets
|
39,572
|
|
|
(17,951
|
)
|
|
21,621
|
|
|||
Carrying value of trademarks (indefinite lives)
|
16,117
|
|
|
—
|
|
|
16,117
|
|
|||
Total intangible assets
|
55,689
|
|
|
(17,951
|
)
|
|
37,738
|
|
|||
Goodwill
|
88,542
|
|
|
—
|
|
|
88,542
|
|
|||
Goodwill and intangible assets, net
|
$
|
144,231
|
|
|
$
|
(17,951
|
)
|
|
$
|
126,280
|
|
|
December 31, 2015
|
||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|||
Agreements with franchisees
|
$
|
15,913
|
|
|
$
|
(8,907
|
)
|
|
$
|
7,006
|
|
Leasehold interests
|
5,837
|
|
|
(2,259
|
)
|
|
3,578
|
|
|||
Agreements with franchisors
|
2,836
|
|
|
(1,003
|
)
|
|
1,833
|
|
|||
Other
|
5,362
|
|
|
(3,277
|
)
|
|
2,085
|
|
|||
Total amortizable intangible assets
|
29,948
|
|
|
(15,446
|
)
|
|
14,502
|
|
|||
Carrying value of trademarks (indefinite lives)
|
11,707
|
|
|
—
|
|
|
11,707
|
|
|||
Total intangible assets
|
41,655
|
|
|
(15,446
|
)
|
|
26,209
|
|
|||
Goodwill
|
79,768
|
|
|
—
|
|
|
79,768
|
|
|||
Goodwill and intangible assets, net
|
$
|
121,423
|
|
|
$
|
(15,446
|
)
|
|
$
|
105,977
|
|
|
Total
|
||
2017
|
$
|
2,807
|
|
2018
|
2,690
|
|
|
2019
|
2,572
|
|
|
2020
|
2,390
|
|
|
2021
|
1,986
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Travel center segment
|
$
|
17,252
|
|
|
$
|
17,287
|
|
Convenience store segment
|
69,400
|
|
|
62,481
|
|
||
Quaker Steak & Lube business
|
1,890
|
|
|
—
|
|
||
Total goodwill
|
$
|
88,542
|
|
|
$
|
79,768
|
|
5.
|
Other Current Liabilities
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Taxes payable, other than income taxes
|
$
|
47,875
|
|
|
$
|
43,457
|
|
Accrued wages and benefits
|
19,146
|
|
|
15,410
|
|
||
Self insurance program accruals, current portion
|
14,732
|
|
|
16,374
|
|
||
Loyalty program accruals
|
13,686
|
|
|
13,470
|
|
||
Accrued capital expenditures
|
12,135
|
|
|
22,739
|
|
||
Other
|
25,074
|
|
|
22,063
|
|
||
Total other current liabilities
|
$
|
132,648
|
|
|
$
|
133,513
|
|
6.
|
Long Term Debt
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
2028 Senior Notes
|
$
|
110,000
|
|
|
$
|
110,000
|
|
2029 Senior Notes
|
120,000
|
|
|
120,000
|
|
||
2030 Senior Notes
|
100,000
|
|
|
100,000
|
|
||
Other long term debt
|
1,292
|
|
|
—
|
|
||
Deferred financing costs
|
(12,553
|
)
|
|
(13,553
|
)
|
||
Total long term debt
|
$
|
318,739
|
|
|
$
|
316,447
|
|
7.
|
Leasing Transactions
|
|
Total
|
||
2017
|
$
|
292,347
|
|
2018
|
289,723
|
|
|
2019
|
286,019
|
|
|
2020
|
283,406
|
|
|
2021
|
280,680
|
|
|
Thereafter
|
2,407,323
|
|
|
Total
|
$
|
3,839,498
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rent
|
$
|
263,212
|
|
|
$
|
233,211
|
|
|
$
|
212,711
|
|
Sublease rent
|
7,463
|
|
|
8,422
|
|
|
8,932
|
|
|||
Contingent rent
(1)
|
1,304
|
|
|
(1,266
|
)
|
|
3,671
|
|
|||
Total rent expense
|
$
|
271,979
|
|
|
$
|
240,367
|
|
|
$
|
225,314
|
|
(1)
|
Since 2007, we had accrued contingent rent associated with
one
site leased from HPT. In June 2015, we became no longer liable for this contingent rent, and the related accrual was reversed during the year ended December 31, 2015.
|
|
Number
of Properties
|
|
Initial Term
End Date
(1)
|
|
Minimum Annual
Rent as of
December 31, 2016
|
|
Deferred Rent
(2)
|
||||
TA Lease 1
|
40
|
|
December 31, 2029
|
|
$
|
51,435
|
|
|
$
|
27,421
|
|
TA Lease 2
|
40
|
|
December 31, 2028
|
|
52,327
|
|
|
29,107
|
|
||
TA Lease 3
|
39
|
|
December 31, 2026
|
|
52,665
|
|
|
29,324
|
|
||
TA Lease 4
|
39
|
|
December 31, 2030
|
|
47,996
|
|
|
21,233
|
|
||
Petro Lease
|
40
|
|
June 30, 2032
|
|
67,573
|
|
|
42,915
|
|
||
Total
|
198
|
|
|
|
$
|
271,996
|
|
|
$
|
150,000
|
|
(1)
|
We have
two
renewal options of
15
years each under each of our HPT Leases.
|
(2)
|
Pursuant to a rent deferral agreement with HPT, from July 2008 through December 31, 2010, HPT deferred a total of
$150,000
of rent payable by us, which remained outstanding as of December 31, 2016. This deferred rent obligation was subsequently allocated among the HPT Leases and is due at the end of the respective initial term end dates for the TA Leases noted above. Deferred rent for the Petro Lease is due and payable on June 30, 2024. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.
|
|
Annual
Minimum
Rent
|
|
Rent for Ground
Leases Subleased
from HPT
|
||||
2017
|
$
|
271,996
|
|
|
$
|
9,520
|
|
2018
|
271,996
|
|
|
8,943
|
|
||
2019
|
271,996
|
|
|
7,117
|
|
||
2020
|
271,996
|
|
|
6,254
|
|
||
2021
|
271,996
|
|
|
4,591
|
|
||
2022
|
271,996
|
|
|
1,571
|
|
||
2023
|
271,996
|
|
|
934
|
|
||
2024
(1)
|
314,911
|
|
|
700
|
|
||
2025
|
271,996
|
|
|
228
|
|
||
2026
(2)
|
309,113
|
|
|
2
|
|
||
2027
|
219,332
|
|
|
—
|
|
||
2028
(3)
|
257,387
|
|
|
—
|
|
||
2029
(4)
|
203,344
|
|
|
—
|
|
||
2030
(5)
|
146,674
|
|
|
—
|
|
||
2031
|
67,573
|
|
|
—
|
|
||
2032
(6)
|
47,644
|
|
|
—
|
|
(1)
|
Includes previously deferred rent payments of
$42,915
due on June 30, 2024.
|
(2)
|
Includes previously deferred rent payments of
$29,324
and estimated cost of removing underground storage tanks on the leased properties of
$7,793
due on December 31, 2026.
|
(3)
|
Includes previously deferred rent payments of
$29,107
and estimated cost of removing underground storage tanks on the leased properties of
$8,948
due on December 31, 2028.
|
(4)
|
Includes previously deferred rent payments of
$27,421
and estimated cost of removing underground storage tanks on the leased properties of
$8,918
due on December 31, 2029.
|
(5)
|
Includes previously deferred rent payments of
$21,233
and estimated cost of removing underground storage tanks on the leased properties of
$9,872
due on December 31, 2030.
|
(6)
|
Includes estimated cost of removing underground storage tanks on the leased properties of
$13,858
due on June 30, 2032.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash payments for rent under the HPT Leases
|
$
|
265,482
|
|
|
$
|
241,962
|
|
|
$
|
222,722
|
|
Change in accrued estimated percentage rent
|
430
|
|
|
(1,275
|
)
|
|
959
|
|
|||
Adjustments to recognize expense on a straight line basis
|
(216
|
)
|
|
(4,910
|
)
|
|
(1,621
|
)
|
|||
Less: sale leaseback financing obligation amortization
|
(477
|
)
|
|
(974
|
)
|
|
(2,380
|
)
|
|||
Less: portion of rent payments recognized as interest expense
|
(1,729
|
)
|
|
(3,445
|
)
|
|
(5,887
|
)
|
|||
Less: deferred tenant improvements allowance amortization
|
(3,769
|
)
|
|
(5,019
|
)
|
|
(6,769
|
)
|
|||
Amortization of deferred gain on sale leaseback transactions
|
(9,755
|
)
|
|
(5,180
|
)
|
|
(385
|
)
|
|||
Rent expense related to HPT Leases
|
249,966
|
|
|
221,159
|
|
|
206,639
|
|
|||
Rent paid to others
(1)
|
12,447
|
|
|
10,583
|
|
|
10,786
|
|
|||
Adjustments to recognize expense on a straight line basis for
other leases
|
(115
|
)
|
|
(151
|
)
|
|
(270
|
)
|
|||
Total real estate rent expense
|
$
|
262,298
|
|
|
$
|
231,591
|
|
|
$
|
217,155
|
|
(1)
|
Includes rent paid directly to HPT's landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Current HPT Leases liabilities:
|
|
|
|
|
|
||
Accrued rent
|
$
|
22,868
|
|
|
$
|
21,098
|
|
Sale leaseback financing obligation
(1)
|
484
|
|
|
469
|
|
||
Straight line rent accrual
(2)
|
2,458
|
|
|
2,458
|
|
||
Deferred gain
(3)
|
10,140
|
|
|
9,235
|
|
||
Deferred tenant improvements allowance
(4)
|
3,770
|
|
|
3,770
|
|
||
Total Current HPT Leases liabilities
|
$
|
39,720
|
|
|
$
|
37,030
|
|
|
|
|
|
||||
Noncurrent HPT Leases liabilities:
|
|
|
|
|
|
||
Deferred rent obligation
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Sale leaseback financing obligation
(1)
|
21,165
|
|
|
20,719
|
|
||
Straight line rent accrual
(2)
|
47,771
|
|
|
48,373
|
|
||
Deferred gain
(3)
|
121,331
|
|
|
121,049
|
|
||
Deferred tenant improvements allowance
(4)
|
41,587
|
|
|
45,357
|
|
||
Total Noncurrent HPT Leases liabilities
|
$
|
381,854
|
|
|
$
|
385,498
|
|
(1)
|
Sale Leaseback Financing Obligation.
Prior to the Transaction Agreement, the assets related to
nine
travel centers we leased from HPT were reflected in our consolidated balance sheets, as was the related financing obligation. This accounting was required primarily because, at the time of the inception of the prior leases with HPT, more than a minor portion of these
nine
travel centers was subleased to third parties. As part of the June 2015 Transaction Agreement, we purchased
five
of these
nine
travel centers from HPT. That purchase was accounted for as an extinguishment of the related financing obligation and resulted in a loss on extinguishment of debt of
$10,502
because the price we paid to HPT to purchase the
five
properties was
$10,502
in excess of the then remaining related financing obligation. Also, because the TA Leases we entered into with HPT in connection with the Transaction Agreement were accounted for as new leases and
two
of the remaining
four
properties reflected as financings under the Prior TA Lease then qualified for operating lease treatment, the remaining net assets and financing obligation related to these
two
properties were eliminated, resulting in a gain of
$1,033
, which was deferred and will be recognized over the terms of the applicable TA Leases as a reduction of rent expense.
|
(2)
|
Straight Line Rent Accrual.
We accrued rent expense from 2007 to 2012 for stated increases in our minimum annual rents due under our then existing TA lease. While the TA Leases we entered into with HPT in connection with the Transaction Agreement contain no stated rent payment increases, we continue to amortize this accrual on a straight line basis over the current terms of the TA Leases as a reduction to real estate rent expense. The straight line rent accrual also includes our obligation for the estimated cost of removal of underground storage tanks at properties leased from HPT at the end of the related lease; we recognize these obligations on a straight line basis over the term of the related leases as additional rent expense.
|
(3)
|
Deferred Gain.
The deferred gain primarily includes
$145,462
of gains from the sales of travel centers and certain other assets to HPT during 2015 and 2016 pursuant to the Transaction Agreement and the amended Transaction Agreement. We amortize the deferred gains on a straight line basis over the terms of the related leases as a reduction of rent expense.
|
(4)
|
Deferred Tenant Improvements Allowance.
HPT funded certain capital projects at the properties we lease under the HPT Leases without an increase in rent payable by us. In connection with HPT's initial capital commitment, we recognized a liability for rent deemed to be related to this capital commitment as a deferred tenant improvements allowance. We amortize the deferred tenant improvements allowance on a straight line basis over the terms of the HPT Leases as a reduction of real estate rent expense.
|
8.
|
Shareholders' Equity
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair Value Per Share
|
|||
Unvested shares balance as of December 31, 2015
|
1,934
|
|
|
$
|
7.95
|
|
Granted
|
926
|
|
|
6.61
|
|
|
Vested
|
(760
|
)
|
|
7.54
|
|
|
Forfeited/canceled
|
(2
|
)
|
|
9.33
|
|
|
Unvested shares balance as of December 31, 2016
|
2,098
|
|
|
7.50
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income attributable to common shareholders, as reported
|
$
|
(2,018
|
)
|
|
$
|
27,719
|
|
|
$
|
60,969
|
|
Less: net (loss) income attributable to participating securities
|
(100
|
)
|
|
1,386
|
|
|
2,986
|
|
|||
Net (loss) income available to common shareholders
|
$
|
(1,918
|
)
|
|
$
|
26,333
|
|
|
$
|
57,983
|
|
|
|
|
|
|
|
||||||
Weighted average common shares
(1)
|
36,976
|
|
|
36,485
|
|
|
35,856
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net (loss) income per common share
|
$
|
(0.05
|
)
|
|
$
|
0.72
|
|
|
$
|
1.62
|
|
(1)
|
Excludes the unvested shares awarded under our Share Award Plans, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding was
1,920
for the years ended
December 31, 2016
and
2015
, and
1,846
for the year ended December 31,
2014
.
|
9.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. federal statutory rate applied to (loss) income before taxes
|
$
|
(1,074
|
)
|
|
$
|
15,661
|
|
|
$
|
34,826
|
|
State income taxes, net of federal benefit
|
(1,621
|
)
|
|
1,695
|
|
|
4,106
|
|
|||
Nondeductible executive compensation
|
841
|
|
|
1,499
|
|
|
892
|
|
|||
Other nondeductible expenses
|
331
|
|
|
271
|
|
|
496
|
|
|||
Benefit of tax credits
|
(2,849
|
)
|
|
(2,574
|
)
|
|
(2,188
|
)
|
|||
Taxes on foreign income at rates different than U.S. rates
|
—
|
|
|
—
|
|
|
244
|
|
|||
Provision to return adjustments
|
910
|
|
|
(199
|
)
|
|
—
|
|
|||
Other, net
|
1,729
|
|
|
186
|
|
|
(353
|
)
|
|||
Total tax (benefit) provision
|
$
|
(1,733
|
)
|
|
$
|
16,539
|
|
|
$
|
38,023
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax (benefit) provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(2,101
|
)
|
|
$
|
6,513
|
|
|
$
|
23,037
|
|
State
|
(3,974
|
)
|
|
2,659
|
|
|
1,196
|
|
|||
Total current tax (benefit) provision
|
(6,075
|
)
|
|
9,172
|
|
|
24,233
|
|
|||
Deferred tax (benefit) provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
2,861
|
|
|
7,438
|
|
|
10,880
|
|
|||
State
|
1,481
|
|
|
(71
|
)
|
|
2,910
|
|
|||
Total deferred tax (benefit) provision
|
4,342
|
|
|
7,367
|
|
|
13,790
|
|
|||
Total tax (benefit) provision
|
$
|
(1,733
|
)
|
|
$
|
16,539
|
|
|
$
|
38,023
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Straight line rent accrual
|
$
|
19,846
|
|
|
$
|
19,974
|
|
Reserves
|
24,575
|
|
|
24,740
|
|
||
Deferred gains
|
55,110
|
|
|
54,424
|
|
||
Asset retirement obligation
|
3,827
|
|
|
3,117
|
|
||
Tax credit carryforwards
|
10,331
|
|
|
3,627
|
|
||
Tax loss carryforwards
|
29,782
|
|
|
5,971
|
|
||
Deferred tenant improvements allowance
|
18,596
|
|
|
20,142
|
|
||
Other
|
10,699
|
|
|
10,281
|
|
||
Total deferred tax asset before valuation allowance
|
172,766
|
|
|
142,276
|
|
||
Valuation allowance
|
(600
|
)
|
|
(2,380
|
)
|
||
Total deferred tax assets
|
172,166
|
|
|
139,896
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property and equipment
|
(176,117
|
)
|
|
(142,257
|
)
|
||
Goodwill and other intangible assets
|
(7,865
|
)
|
|
(5,269
|
)
|
||
Other
|
(1,050
|
)
|
|
(837
|
)
|
||
Total deferred tax liabilities
|
(185,032
|
)
|
|
(148,363
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
(12,866
|
)
|
|
$
|
(8,467
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax amounts are included in:
|
|
|
|
||||
Other noncurrent assets
|
$
|
—
|
|
|
$
|
87
|
|
Other noncurrent liabilities
|
(12,866
|
)
|
|
(8,554
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
$
|
59,742
|
|
|
$
|
59,557
|
|
|
$
|
59,557
|
|
Interest
|
—
|
|
|
185
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
59,742
|
|
|
$
|
59,742
|
|
|
$
|
59,557
|
|
10.
|
Equity Investments
|
|
PTP
|
|
Other
(1)
|
|
Total
|
||||||
Investment balance:
|
|
|
|
|
|
||||||
As of December 31, 2016
|
$
|
21,657
|
|
|
$
|
24,097
|
|
|
$
|
45,754
|
|
As of December 31, 2015
|
20,042
|
|
|
6,828
|
|
|
26,870
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from equity investments:
|
|
|
|
|
|
||||||
Year ended December 31, 2016
|
$
|
4,614
|
|
|
$
|
(70
|
)
|
|
$
|
4,544
|
|
Year ended December 31, 2015
|
4,036
|
|
|
20
|
|
|
4,056
|
|
|||
Year ended December 31, 2014
|
3,135
|
|
|
89
|
|
|
3,224
|
|
(1)
|
Includes equity investments that are individually immaterial to our consolidated financial statements, including our investment in Affiliates Insurance Company, or AIC. See Note 12 for more information about our investment in AIC.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Total current assets
|
$
|
12,605
|
|
|
$
|
12,013
|
|
Total noncurrent assets
|
56,047
|
|
|
52,471
|
|
||
|
|
|
|
||||
Total current liabilities
|
1,909
|
|
|
2,691
|
|
||
Total noncurrent liabilities
|
15,456
|
|
|
15,083
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Total revenues
|
$
|
114,947
|
|
|
$
|
115,776
|
|
|
$
|
122,584
|
|
Cost of goods sold (excluding depreciation)
|
81,280
|
|
|
85,283
|
|
|
96,565
|
|
|||
Operating income
|
12,784
|
|
|
11,083
|
|
|
8,701
|
|
|||
Net income and comprehensive income
|
12,077
|
|
|
10,629
|
|
|
8,229
|
|
11.
|
Business and Property Management Agreements with RMR
|
12.
|
Related Party Transactions
|
13.
|
Contingencies
|
14.
|
Inventory
|
|
2016
|
|
2015
|
||||
Nonfuel products
|
$
|
171,497
|
|
|
$
|
159,256
|
|
Fuel products
|
36,332
|
|
|
24,236
|
|
||
Total inventory
|
$
|
207,829
|
|
|
$
|
183,492
|
|
15.
|
Segment Information
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Travel
Centers
|
|
Convenience
Stores
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
3,036,861
|
|
|
$
|
420,747
|
|
|
$
|
72,541
|
|
|
$
|
3,530,149
|
|
Nonfuel
|
1,644,411
|
|
|
294,852
|
|
|
24,641
|
|
|
1,963,904
|
|
||||
Rent and royalties from franchisees
|
13,628
|
|
|
306
|
|
|
3,418
|
|
|
17,352
|
|
||||
Total revenues
|
4,694,900
|
|
|
715,905
|
|
|
100,600
|
|
|
5,511,405
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
468,912
|
|
|
$
|
36,660
|
|
|
$
|
10,227
|
|
|
$
|
515,799
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
$
|
139,052
|
|
|
$
|
139,052
|
|
||||
Real estate rent
|
|
|
|
|
262,298
|
|
|
262,298
|
|
||||||
Depreciation and amortization
|
|
|
|
|
92,389
|
|
|
92,389
|
|
||||||
Income from operations
|
|
|
|
|
|
|
22,060
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
|
|
|
2,451
|
|
|
2,451
|
|
||||||
Interest expense, net
|
|
|
|
|
27,815
|
|
|
27,815
|
|
||||||
Income from equity investees
|
|
|
|
|
4,544
|
|
|
4,544
|
|
||||||
Loss before income taxes
|
|
|
|
|
|
|
(3,662
|
)
|
|||||||
Benefit for income taxes
|
|
|
|
|
(1,733
|
)
|
|
(1,733
|
)
|
||||||
Net loss
|
|
|
|
|
|
|
(1,929
|
)
|
|||||||
Less net income for noncontrolling interests
|
|
|
|
|
|
|
89
|
|
|||||||
Net loss attributable to common shareholders
|
|
|
|
|
|
|
$
|
(2,018
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Capital expenditures for property and equipment
|
$
|
200,513
|
|
|
$
|
58,197
|
|
|
$
|
71,287
|
|
|
$
|
329,997
|
|
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
45,153
|
|
|
26,782
|
|
|
71,935
|
|
||||
Total assets
|
767,639
|
|
|
516,343
|
|
|
375,859
|
|
|
1,659,841
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Travel
Centers
|
|
Convenience
Stores
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
3,763,536
|
|
|
$
|
224,894
|
|
|
$
|
67,018
|
|
|
$
|
4,055,448
|
|
Nonfuel
|
1,626,646
|
|
|
155,197
|
|
|
918
|
|
|
1,782,761
|
|
||||
Rent and royalties from franchisees
|
12,424
|
|
|
—
|
|
|
—
|
|
|
12,424
|
|
||||
Total revenues
|
5,402,606
|
|
|
380,091
|
|
|
67,936
|
|
|
5,850,633
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
483,564
|
|
|
$
|
17,259
|
|
|
$
|
3,215
|
|
|
$
|
504,038
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
$
|
121,767
|
|
|
$
|
121,767
|
|
||||
Real estate rent
|
|
|
|
|
231,591
|
|
|
231,591
|
|
||||||
Depreciation and amortization
|
|
|
|
|
72,383
|
|
|
72,383
|
|
||||||
Income from operations
|
|
|
|
|
|
|
78,297
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
|
|
|
5,048
|
|
|
5,048
|
|
||||||
Interest expense, net
|
|
|
|
|
22,545
|
|
|
22,545
|
|
||||||
Income from equity investees
|
|
|
|
|
4,056
|
|
|
4,056
|
|
||||||
Loss on extinguishment of debt
|
|
|
|
|
10,502
|
|
|
10,502
|
|
||||||
Income before income taxes
|
|
|
|
|
|
|
44,258
|
|
|||||||
Provision for income taxes
|
|
|
|
|
16,539
|
|
|
16,539
|
|
||||||
Net income
|
|
|
|
|
|
|
27,719
|
|
|||||||
Less net income for noncontrolling interests
|
|
|
|
|
|
|
—
|
|
|||||||
Net income attributable to common shareholders
|
|
|
|
|
|
|
$
|
27,719
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Capital expenditures for property and equipment
|
$
|
210,385
|
|
|
$
|
14,191
|
|
|
$
|
70,861
|
|
|
$
|
295,437
|
|
Acquisitions of businesses, net of cash acquired
|
9,338
|
|
|
310,952
|
|
|
—
|
|
|
320,290
|
|
||||
Total assets
|
725,714
|
|
|
431,014
|
|
|
464,813
|
|
|
1,621,541
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Travel
Centers
|
|
Convenience
Stores
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
5,961,985
|
|
|
$
|
113,221
|
|
|
$
|
74,243
|
|
|
$
|
6,149,449
|
|
Nonfuel
|
1,539,996
|
|
|
76,634
|
|
|
172
|
|
|
1,616,802
|
|
||||
Rent and royalties from franchisees
|
12,382
|
|
|
—
|
|
|
—
|
|
|
12,382
|
|
||||
Total revenues
|
7,514,363
|
|
|
189,855
|
|
|
74,415
|
|
|
7,778,633
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
492,778
|
|
|
$
|
8,834
|
|
|
$
|
1,590
|
|
|
$
|
503,202
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
$
|
106,823
|
|
|
$
|
106,823
|
|
||||
Real estate rent
|
|
|
|
|
217,155
|
|
|
217,155
|
|
||||||
Depreciation and amortization
|
|
|
|
|
65,584
|
|
|
65,584
|
|
||||||
Income from operations
|
|
|
|
|
|
|
113,640
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
|
|
|
1,160
|
|
|
1,160
|
|
||||||
Interest expense, net
|
|
|
|
|
16,712
|
|
|
16,712
|
|
||||||
Income from equity investees
|
|
|
|
|
3,224
|
|
|
3,224
|
|
||||||
Income before income taxes
|
|
|
|
|
|
|
98,992
|
|
|||||||
Provision for income taxes
|
|
|
|
|
38,023
|
|
|
38,023
|
|
||||||
Net income
|
|
|
|
|
|
|
60,969
|
|
|||||||
Less net income for noncontrolling interests
|
|
|
|
|
|
|
—
|
|
|||||||
Net income attributable to common shareholders
|
|
|
|
|
|
|
$
|
60,969
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Capital expenditures for property and equipment
|
$
|
147,509
|
|
|
$
|
3,668
|
|
|
$
|
18,648
|
|
|
$
|
169,825
|
|
Acquisitions of businesses, net of cash acquired
|
28,695
|
|
|
—
|
|
|
—
|
|
|
28,695
|
|
||||
Total assets
|
829,071
|
|
|
87,782
|
|
|
476,154
|
|
|
1,393,007
|
|
16.
|
Selected Quarterly Financial Data (unaudited)
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
$
|
1,164,450
|
|
|
$
|
1,445,065
|
|
|
$
|
1,477,603
|
|
|
$
|
1,424,287
|
|
Gross profit (excluding depreciation)
|
340,292
|
|
|
378,498
|
|
|
394,796
|
|
|
361,620
|
|
||||
(Loss) income from operations
|
(8,778
|
)
|
|
12,311
|
|
|
23,129
|
|
|
(4,602
|
)
|
||||
(Benefit) provision for income taxes
|
(5,677
|
)
|
|
1,985
|
|
|
6,263
|
|
|
(4,304
|
)
|
||||
Net (loss) income attributable to
common shareholders
|
(9,944
|
)
|
|
3,521
|
|
|
10,898
|
|
|
(6,493
|
)
|
||||
Net (loss) income per common share
attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic and diluted
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
|
$
|
0.28
|
|
|
$
|
(0.17
|
)
|
Comprehensive (loss) income attributable
to common shareholders
|
$
|
(9,698
|
)
|
|
$
|
3,581
|
|
|
$
|
10,932
|
|
|
$
|
(6,582
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
$
|
1,407,701
|
|
|
$
|
1,582,883
|
|
|
$
|
1,508,993
|
|
|
$
|
1,351,056
|
|
Gross profit (excluding depreciation)
|
338,499
|
|
|
345,794
|
|
|
358,480
|
|
|
346,911
|
|
||||
Income from operations
|
32,170
|
|
|
21,974
|
|
|
21,444
|
|
|
2,709
|
|
||||
Provision (benefit) for income taxes
|
10,486
|
|
|
2,515
|
|
|
6,157
|
|
|
(2,619
|
)
|
||||
Net income (loss) attributable to
common shareholders
|
15,729
|
|
|
3,772
|
|
|
9,826
|
|
|
(1,608
|
)
|
||||
Net income (loss) per common share
attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted
|
$
|
0.41
|
|
|
$
|
0.10
|
|
|
$
|
0.26
|
|
|
$
|
(0.04
|
)
|
Comprehensive income (loss) attributable
to common shareholders
|
$
|
15,428
|
|
|
$
|
3,754
|
|
|
$
|
9,514
|
|
|
$
|
(1,652
|
)
|
|
|
|
|
TRAVELCENTERS OF AMERICA LLC
|
|||
|
|
|
|
|
|
|
|
|
Date:
|
February 28, 2017
|
|
By:
|
|
/s/ Andrew J. Rebholz
|
|
|
|
|
|
|
|
Name:
|
Andrew J. Rebholz
|
|
|
|
|
|
|
Title:
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Thomas M. O'Brien
|
|
Managing Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2017
|
Thomas M. O'Brien
|
|
|
||
|
|
|
|
|
/s/ Andrew J. Rebholz
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
February 28, 2017
|
Andrew J. Rebholz
|
|
|
||
|
|
|
|
|
/s/ William E. Myers
|
|
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
|
February 28, 2017
|
William E. Myers
|
|
|
||
|
|
|
|
|
/s/ Barry M. Portnoy
|
|
Managing Director
|
|
February 28, 2017
|
Barry M. Portnoy
|
|
|
||
|
|
|
|
|
/s/ Barbara D. Gilmore
|
|
Independent Director
|
|
February 28, 2017
|
Barbara D. Gilmore
|
|
|
||
|
|
|
|
|
/s/ Lisa Harris Jones
|
|
Independent Director
|
|
February 28, 2017
|
Lisa Harris Jones
|
|
|
||
|
|
|
|
|
/s/ Joseph L. Morea
|
|
Independent Director
|
|
February 28, 2017
|
Joseph L. Morea
|
|
|
|
|
|
|
|
|
|
Page
|
|
ARTICLE I OFFICES
|
1
|
|
||
|
Section 1.1
|
Offices
|
1
|
|
ARTICLE II MEETINGS OF SHAREHOLDERS
|
1
|
|
||
|
Section 2.1
|
Place
|
1
|
|
|
Section 2.2
|
Annual Meeting
|
1
|
|
|
Section 2.3
|
Special Meetings
|
1
|
|
|
Section 2.4
|
Notice of Regular or Special Meetings
|
1
|
|
|
Section 2.5
|
Notice of Adjourned Meetings
|
2
|
|
|
Section 2.6
|
Meeting Business
|
2
|
|
|
Section 2.7
|
Organization of Shareholder Meetings
|
2
|
|
|
Section 2.8
|
Quorum
|
3
|
|
|
Section 2.9
|
Voting
|
3
|
|
|
Section 2.10
|
Proxies
|
3
|
|
|
Section 2.11
|
Record Date
|
3
|
|
|
Section 2.12
|
Voting of Shares by Certain Holders
|
4
|
|
|
Section 2.13
|
Inspectors.
|
4
|
|
|
Section 2.14
|
Nominations and Other Proposals to be Considered at Meetings of Shareholders
|
4
|
|
|
Section 2.15
|
Voting by Ballot
|
15
|
|
|
Section 2.16
|
Proposals of Business Which Are Not Proper Matters For Action By Shareholders
|
16
|
|
ARTICLE III DIRECTORS
|
16
|
|
||
|
Section 3.1
|
General Powers; Qualifications; Directors Holding Over
|
16
|
|
|
Section 3.2
|
Independent Directors and Managing Directors
|
16
|
|
|
Section 3.3
|
Number and Tenure
|
17
|
|
|
Section 3.4
|
Annual and Regular Meetings
|
17
|
|
|
Section 3.5
|
Special Meetings
|
17
|
|
|
Section 3.6
|
Notice
|
17
|
|
|
Section 3.7
|
Quorum
|
18
|
|
|
Section 3.8
|
Voting
|
18
|
|
|
Section 3.9
|
Telephone Meetings
|
18
|
|
|
Section 3.10
|
Action by Written Consent of Board of Directors
|
18
|
|
|
Section 3.11
|
Waiver of Notice
|
18
|
|
|
Section 3.12
|
Vacancies
|
18
|
|
|
Section 3.13
|
Compensation
|
19
|
|
|
Section 3.14
|
Removal of Directors
|
19
|
|
|
Section 3.15
|
Surety Bonds
|
19
|
|
|
Section 3.16
|
Reliance
|
19
|
|
|
Section 3.17
|
Qualifying Shares Not Required
|
19
|
|
|
Section 3.18
|
Certain Rights of Directors, Officers, Employees and Agents
|
20
|
|
|
Section 3.19
|
Emergency Provisions
|
20
|
|
|
|
|
|
ARTICLE IV COMMITTEES
|
20
|
|
||
|
Section 4.1
|
Number; Tenure and Qualifications
|
20
|
|
|
Section 4.2
|
Powers
|
20
|
|
|
Section 4.3
|
Meetings
|
21
|
|
|
Section 4.4
|
Telephone Meetings
|
21
|
|
|
Section 4.5
|
Action by Written Consent of Committees
|
21
|
|
|
Section 4.6
|
Vacancies
|
21
|
|
ARTICLE V OFFICERS
|
21
|
|
||
|
Section 5.1
|
General Provisions
|
21
|
|
|
Section 5.2
|
Removal and Resignation
|
22
|
|
|
Section 5.3
|
Vacancies
|
22
|
|
|
Section 5.4
|
President
|
22
|
|
|
Section 5.5
|
Chief Executive Officer
|
22
|
|
|
Section 5.6
|
Chief Operating Officer
|
22
|
|
|
Section 5.7
|
Chief Financial Officer
|
23
|
|
|
Section 5.8
|
Chairman of the Board
|
23
|
|
|
Section 5.9
|
Vice Chairman of the Board
|
23
|
|
|
Section 5.10
|
Vice Presidents
|
23
|
|
|
Section 5.11
|
Secretary
|
23
|
|
|
Section 5.12
|
Treasurer
|
23
|
|
|
Section 5.13
|
Assistant Secretaries and Assistant Treasurers
|
23
|
|
|
Section 5.14
|
General Powers of Officers.
|
23
|
|
ARTICLE VI CHECKS AND DEPOSITS
|
24
|
|
||
|
Section 6.1
|
Checks and Drafts
|
24
|
|
|
Section 6.2
|
Deposits
|
24
|
|
ARTICLE VII SHARES
|
24
|
|
||
|
Section 7.1
|
Certificates
|
24
|
|
|
Section 7.2
|
Transfers.
|
25
|
|
|
Section 7.3
|
Mutilated, Destroyed, Lost or Stolen Certificates.
|
25
|
|
|
Section 7.4
|
Closing of Transfer Books or Fixing of Record Date.
|
26
|
|
|
Section 7.5
|
Share Ledger
|
26
|
|
ARTICLE VIII REGULATORY COMPLIANCE AND DISCLOSURE
|
27
|
|
||
|
Section 8.1
|
Actions Requiring Regulatory Compliance Implicating the Company
|
27
|
|
|
Section 8.2
|
Compliance With Law
|
28
|
|
|
Section 8.3
|
Limitation on Voting Shares or Proxies
|
28
|
|
|
Section 8.4
|
Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies
|
29
|
|
|
Section 8.5
|
Board of Directors' Determinations
|
29
|
|
ARTICLE IX RESTRICTIONS ON TRANSFER OF SHARES
|
29
|
|
||
|
Section 9.1
|
Definitions
|
29
|
|
|
Section 9.2
|
Transfer And Ownership Restrictions
|
31
|
|
|
Section 9.3
|
Exceptions.
|
31
|
|
|
Section 9.4
|
Excess Securities.
|
31
|
|
|
Section 9.5
|
Modification Of Remedies For Certain Indirect Transfers
|
32
|
|
|
Section 9.6
|
Legal Proceedings; Prompt Enforcement
|
32
|
|
|
Section 9.7
|
Liability
|
32
|
|
|
Section 9.8
|
Obligation To Provide Information
|
33
|
|
|
Section 9.9
|
Legend
|
33
|
|
|
Section 9.10
|
Authority Of Board Of Directors.
|
33
|
|
|
Section 9.11
|
Transactions on a National Securities Exchange
|
34
|
|
|
Section 9.12
|
Reliance
|
34
|
|
|
Section 9.13
|
Benefits Of This Article IX
|
34
|
|
|
Section 9.14
|
Severability
|
34
|
|
|
Section 9.15
|
Waiver
|
34
|
|
|
Section 9.16
|
Conflict
|
34
|
|
ARTICLE X FISCAL YEAR
|
34
|
|
||
|
Section 10.1
|
Fiscal Year
|
34
|
|
ARTICLE XI DIVIDENDS AND OTHER DISTRIBUTIONS
|
35
|
|
||
|
Section 11.1
|
Dividends and Other Distributions
|
35
|
|
ARTICLE XII SEAL
|
35
|
|
||
|
Section 12.1
|
Seal
|
35
|
|
|
Section 12.2
|
Affixing Seal
|
35
|
|
ARTICLE XIII WAIVER OF NOTICE
|
35
|
|
||
|
Section 13.1
|
Waiver of Notice
|
35
|
|
ARTICLE XIV AMENDMENT OF BYLAWS
|
35
|
|
||
|
Section 14.1
|
Amendment of Bylaws
|
35
|
|
ARTICLE XV MISCELLANEOUS
|
36
|
|
||
|
Section 15.1
|
References to Limited Liability Company Agreement of the Company; Conflicting Provisions
|
36
|
|
|
Section 15.2
|
Costs and Expenses
|
36
|
|
|
Section 15.3
|
Ratification
|
36
|
|
|
Section 15.4
|
Ambiguity
|
36
|
|
|
Section 15.5
|
Inspection of Bylaws
|
36
|
|
ARTICLE XVI ARBITRATION
|
37
|
|
||
|
Section 16.1
|
Procedures for Arbitration of Disputes
|
37
|
|
|
Section 16.2
|
Arbitrators
|
37
|
|
|
Section 16.3
|
Place of Arbitration
|
38
|
|
|
Section 16.4
|
Discovery
|
38
|
|
|
Section 16.5
|
Awards
|
38
|
|
|
Section 16.6
|
Costs and Expenses
|
38
|
|
|
Section 16.7
|
Appeals
|
38
|
|
|
Section 16.8
|
Final and Binding
|
38
|
|
|
Section 16.9
|
Beneficiaries
|
39
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
A.
|
“Business Day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday but excluding any day when banks in Utah and/or New York are generally closed for business.
|
B.
|
“Card” or “Cards” shall mean the charge cards, virtual card numbers, or other approved account access devices which are described on Exhibit B attached hereto and made a part hereof. Notwithstanding the foregoing, WEX shall be permitted to change the name of a Card from that described on Exhibit B provided that such successor Card shall be subject to the same terms and conditions of this Agreement (including, without limitation, the WEX fees and transaction types (i.e., Local and OTR)) as its predecessor.
|
C.
|
“Cardholder” shall mean the holder of the Card.
|
D.
|
“Card Sale” shall mean any transaction involving the use of any Card at a Distribution Site to purchase a Product.
|
E.
|
“Card Sale Procedures” shall mean the WEX Card Sale Procedures attached as Exhibit A-1 hereto and EFS Card Sale Procedures attached as Exhibit A-2 hereto.
|
F.
|
“Chargeback” means that a posted sale has been disputed and the amount of such sale will be deducted from the pending settlement in accordance with the provisions contained in the applicable Card Sale Procedures.
|
G.
|
“Confidential Information” shall include, without limitation, software, processes, trade secrets, financial information, customer lists, inventions, technical data, developments, pricing, drawings, business plans, schedules, test marketing data, marketing plans of either party which shall be proprietary and confidential.
|
H.
|
“Distribution Sites” means the retail locations operated by MERCHANT. Sites which use Merchant’s brand names but which are independently owned distributor, dealer or franchisee sites (collectively, “Franchise Sites”) shall have the right and option to accept Cards under terms compliant with this Agreement, but WEX shall be required to enter into their own acceptance agreements for these sites and Merchant shall have no liability with respect to the Franchise Sites or WEX’s obligations thereunder.
|
I.
|
“Effective Date” means November 7, 2016.
|
J.
|
“Local Transaction” shall mean a fuel transaction (gasoline and diesel) that is processed on the front islands (fore-court and not the commercial diesel islands) of a Distribution Site.
|
K.
|
“Over the Road Transaction” or “OTR Transaction” shall mean a diesel transaction that is processed on the truck diesel islands (sometimes referred to as the “back” or “commercial” diesel islands of a Distribution Site.
|
L.
|
“Prior Agreements” means (i) Fleet One Merchant Services Agreement dated January 12, 2012, as amended, between Merchant and Fleet One, LLC, (ii) EFS Transportation Processing Services Inc. Processing Agreement between Petro Stopping Centers, L.P. (Merchant’s predecessor in interest) and EFS Transportation Services, Inc. (“EFS”) dated April 1, 2003, as amended, (iii) Truck Stop Master Operating Policies and Procedures Contract between Merchant and EFS dated January 1, 2002, as amended, and Card Acceptance Agreement between Merchant and TA/TCH LLC dated April 30, 2008.
|
M.
|
“Products” for the purposes of this Agreement, shall mean and include motor fuel, motor oil, repairs, tires and merchandise. Products shall exclude gift cards, non-WEX branded prepaid cards, lottery tickets or other games of chance.
|
N.
|
“WEX Fees” shall mean the fees charged by WEX to Merchant for processing Card Transactions, as more particularly described in Exhibit B.
|
A.
|
MERCHANT shall in full compliance with this Agreement honor at its Distribution Sites in the United States and Canada, any Card properly presented for the purchase of Products based upon the Card Sale Procedures.
|
B.
|
Each Card Sale shall be deemed to create a sales draft issued by the Cardholder and instructing the card issuer to pay MERCHANT. WEX shall honor such sales drafts issued in conformity with the terms and conditions set forth herein.
|
C.
|
This Agreement shall not apply to Local Transactions on gasoline and diesel islands at a Distribution Site that are branded (by a major oil company, such as Shell, BP, Exxon, etc.) to the extent (and only to the extent) that Merchant accepts a Card through an agreement with such brand.
|
D.
|
An approved card issuer is an entity that has entered into an agreement with WEX to issue WEX branded cards and is the party that has a direct credit or prepaid card relationship with the fleet customer or Cardholder. It is understood that approved card issuers may include subsidiaries and affiliates of WEX Inc. as well as other third party issuers.
|
D.
|
As settlement agent and servicer for its approved card issuers, including WEX Bank, WEX shall make all payments to MERCHANT on behalf of such approved card issuers. WEX, as each approved card issuer’s servicer, shall be responsible for all of such card issuer’s communications with MERCHANT. Except for its or their obligations to pay MERCHANT, WEX shall not have any rights, duties, or liabilities as principal hereunder for Cards not issued by WEX or its subsidiaries of affiliates.
|
A.
|
MERCHANT agrees to comply with the Card Sale Procedures, and any related technical specifications regarding card acceptance provided in writing to Merchant by WEX. The technical specification provides requirements for both the point of sale equipment and the network host for all Cards (“WEX Technical Specification”). WEX reserves the right to amend, modify or supplement the WEX Technical Specification, [***]. MERCHANT agrees to adopt any such amendments or changes to the WEX Technical Specifications based upon a mutually agreed upon timeframe so that MERCHANT remains on the most up-to-date specification as required by WEX, provided, however, that if adopting such amendment or
|
B.
|
WEX shall remit to MERCHANT [***], for all Card Sales under this Agreement as well as providing MERCHANT with reporting in a form agreed by WEX and Merchant through a [***] settlement file so that MERCHANT may allocate payments as appropriate to its Distribution Sites. Notwithstanding the foregoing, WEX shall provide a separate payment to Merchant’s sites located in [***].
|
C.
|
WEX reserves the right to terminate acceptance at a Distribution Site if such Distribution Site does not remain compliant with the terms of this Agreement or if in WEX’s sole discretion, continued acceptance at the Distribution Site poses financial or reputational risk to WEX.
|
A.
|
MERCHANT shall pay to WEX the WEX Fees.
|
B.
|
[***]
|
A.
|
Notwithstanding that WEX provides MERCHANT with a variety of reports for the Card Sales that WEX processes, MERCHANT agrees that it shall still maintain its own records of the Card Sales.
|
B.
|
WEX shall not be responsible for collecting, paying or reporting taxes, fees or other charges related to purchases made using Cards such as but not limited to sales and use taxes that are incurred by MERCHANT. This section does not apply to the obligations of the parties as more fully described in Sections 5.1 and 5.2 related to federal and state fuel tax exemptions.
|
C.
|
MERCHANT shall review any reports provided by WEX regarding the Card Sales promptly upon receipt and shall notify WEX within [***] of the date of the report as to any mistakes contained therein. Failure to do so shall be deemed MERCHANT’s acceptance of the report as complete and satisfactory performance of WEX under this Agreement.
|
D.
|
MERCHANT is responsible for the correction of all Card Sales that have been identified by WEX as having Merchant errors. Uncorrected Card Sales will not be processed by WEX after [***] that WEX reported to MERCHANT the processing error. MERCHANT can elect in writing to have WEX correct the errors on MERCHANT’S behalf based upon information provided by MERCHANT. Such services will be performed at [***].
|
E.
|
MERCHANT shall provide WEX with a list of its locations, which shall be updated as necessary and prior to transmitting Card Sale data from a new location.
|
A.
|
WEX shall pay MERCHANT for each Card Sale processed by WEX less any WEX Fee. Payment shall be made by WEX by [***] in accordance with terms set forth on Exhibit B.
|
A.
|
WEX shall provide MERCHANT or its designee, reports in a form mutually agreed between Merchant and WEX for Card Sales and the amounts paid to MERCHANT through [***] settlement reports in an agreed form which may include, but not be limited to, information related to the [***].
|
B.
|
WEX shall use best efforts to provide accurate and complete reports, based upon the data transmitted to WEX by MERCHANT. In the event that incorrect data was provided resulting in a correction to payment, WEX will adjust any payments to MERCHANT as required based upon the receipt of corrected data from the MERCHANT provided that such correction is requested in accordance with Section 2.3.0 or 2.3.D.
|
C.
|
In the event that MERCHANT requests a custom report or custom file layout, such reports may be created by mutual agreement of the parties. Additional fees may be charged to MERCHANT for the creation and maintenance of custom reporting files and will be charged only upon the agreement of the parties.
|
A.
|
The parties each hereby represent and warrant:
|
i.
|
They are duly organized, validly existing and in good standing under the laws of their state of their organization and have all governmental approvals, licenses, filings or permits necessary to conduct their business and enter into and perform this Agreement;
|
ii.
|
The Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
|
B.
|
In addition, MERCHANT represents and warrants as to each Card Sale reported to WEX:
|
i.
|
it represents a bona fide Card Sale of Products sold and delivered in the ordinary course of business for the total sales price reported by MERCHANT to WEX;
|
ii.
|
MERCHANT shall have performed all of its obligations to the Cardholder in connection with the Card Sale;
|
iii.
|
it involves no other Card Sale than the one described therein;
|
iv.
|
each Product had quality and grade as represented by MERCHANT;
|
v.
|
(for in-store Card Sales only) MERCHANT shall have taken commercially reasonable steps to [***]; and,
|
vi.
|
all electronically or telephonically or hardware generated invoices, receipts, records or memoranda of sales shall in fact be genuine and not forged or unauthorized.
|
C.
|
WEX hereby disclaims any and all warranties, express or implied, concerning card processing services covered by this Agreement including all warranties of merchantability and fitness for a particular purpose.
|
A.
|
The parties shall be liable to the other for actual damages resulting from a breach of this Agreement whether due to the performance or failure to perform by a party.
|
B.
|
Notwithstanding the foregoing, the parties shall not be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits even if the parties have knowledge of the possibility of such damages.
|
A.
|
WEX provides net billing of the federal excise taxes on gasoline and diesel fuel in accordance with the Safe, Accountable, Flexible, and Efficient Transportation Equity Act of 2005 as well as net billing for certain motor fuel taxes for those states that have adopted similar rules which allow the credit card issuer to facilitate exemptions to qualified tax exempt fleets (“Exempt Fleet”).
|
B.
|
MERCHANT shall be paid for Card Sales with the applicable taxes included and shall pay its Distribution Sites with applicable taxes included when WEX is administering the exemption.
|
C.
|
WEX will obtain from each Exempt Fleet copies of relevant tax exemption documentation necessary for the Exempt Fleet to demonstrate its tax-exempt status.
|
A.
|
For tax jurisdictions except for those noted in Section 5.1 above, MERCHANT agrees to sell fuel to certain pre-qualified tax-exempt fleets net of any state, county or local taxes on motor fuel. WEX will obtain from each Exempt Fleet copies of relevant tax exemption documentation necessary for the Exempt Fleet to demonstrate its tax-exempt status.
|
B.
|
MERCHANT is responsible for providing WEX with the Card Sale data.
|
C.
|
WEX will calculate the amount of tax to be exempted based on the Card Sale data provided by MERCHANT for each applicable taxing jurisdiction. All tax-exempt Card Sales will be reported to WEX by MERCHANT in the amount of the full purchase price inclusive of all applicable taxes.
|
D.
|
WEX shall pay MERCHANT net of all taxes from which the Exempt Fleet is qualified for the exemption and for which MERCHANT has agreed to provide the exemption.
|
E.
|
WEX will provide MERCHANT, on or before [***].
|
A.
|
WEX shall be responsible for tax losses that result from errors in data processing, including errors in establishing the qualification of an Exempt Fleet or calculating the amount of tax that may be exempted.
|
B.
|
MERCHANT shall be responsible for tax losses which arise from errors by WEX based on incorrect information and data provided by MERCHANT, including, but not limited to, incorrect product codes or site information.
|
C.
|
If MERCHANT incurs a tax loss for which WEX is not liable hereunder, WEX will assist MERCHANT, as appropriate, in attempting to collect from the Exempt Fleet and/or filing a refund claim, as appropriate.
|
A.
|
Direct Bill Transactions: In connection with OTR Transactions, MERCHANT may transmit Card Sales to WEX that are initiated using a Card, but for which Merchant has entered into its own independent agreements with the fleet customer to bill directly (“Direct Bill Transactions”). WEX shall remit these transactions to Merchant for Merchant to bill the fleet directly. Merchant agrees and understands that Merchant is responsible for any and all fraud or credit losses associated with these transactions.
|
B.
|
Cash Advance: In order to facilitate providing Cardholders with cash advances, Merchant may accept either a Card approved for OTR Transactions or a check which has been provided to Merchant by WEX. In the event that checks are provided, Merchant shall adhere to the authorization and acceptance procedures provided on the check or in writing by WEX. Merchant agrees to take all commercially reasonable efforts to secure such checks in their possession.
|
A.
|
Initial Term: This Agreement shall commence upon the Effective Date, and unless sooner terminated pursuant to the provisions of Section 7.2 hereof, shall remain in effect for sixty (60) months.
|
B.
|
Renewal Term: Unless sooner terminated pursuant to Section 72 below, this Agreement shall automatically renew for additional twenty-four (24) month terms immediately upon expiration of the term then in effect.
|
A.
|
Any party may terminate this Agreement upon the occurrence of any of the following:
|
i
|
Notice given by either party that it desires to terminate effective at the end of the term then in effect at least six (6) months prior to the expiration of the term then in effect;
|
ii.
|
the failure of a party to comply with any of the material covenants or the material terms, conditions, agreements and limitations set forth in this Agreement, and such failure continues for more than thirty (30) days following written notice from the other party(s) and corrective action is not undertaken and diligently pursued or, if the nature of such failure is such that it cannot reasonably be cured in 30 days;
|
iii.
|
any representation or warranty made in connection with this Agreement shall prove to be false or misleading in any material respect and is not cured after thirty (30) days written notice, which may
|
iv.
|
the making of an assignment for the benefit of creditors or the institution of any bankruptcy or insolvency proceeding by a party or the institution by a third party of any bankruptcy proceeding against a party hereto which is not dismissed within sixty (60) days; or,
|
v.
|
the dissolution or termination of operations of a party other than in connection with a merger or sale of substantially all of such party’s assets;
|
vi.
|
a party’s failure to comply with all applicable and material legal and regulatory requirements, whether federal or state; or
|
vii.
|
a party’s intentional misrepresentation or fraud in relation to its performance under this Agreement.
|
B.
|
Merchant shall have a right with two (2) days advance notice to terminate this Agreement in the event that WEX does not make settlement payments for undisputed amounts in accordance with the terms of this Agreement provided that such termination shall not be Merchant’s exclusive remedy for such failure; provided, however, that in any rolling twelve (12) month period, Merchant’s termination right for the first and second such late settlement payment shall be delayed so that it is exercisable on the tenth (10th) day. In all cases of undisputed settlement payments not paid when due, WEX shall pay to Merchant [***].
|
C.
|
If Merchant ceases to operate a Distribution Site (but not all or substantially all of Merchant’s business, which shall be governed by Section 8.1(B)(ii) below), MERCHANT shall immediately notify WEX whereupon WEX shall stop authorizing Card Sales and no longer process transactions subsequent from the notice date. If it is found that the operation of a Distribution Site has changed without notice, WEX reserves the right to terminate the Agreement with respect to such Distribution Site.
|
D.
|
Upon termination of this Agreement, MERCHANT shall:
|
i.
|
cease entering into Card Sales using the Card or Cards with respect to the Distribution Site(s) as to which this Agreement is terminated;
|
ii.
|
cease promoting Card Sales or acceptance of Cards including removing all decals or signage indicating acceptance from the Distribution Sites; and;
|
iii.
|
return any unused materials or supplies issued by WEX with respect to any Card.
|
E.
|
Termination shall not affect any party’s respective rights, duties or obligations hereunder with respect to pre-termination Card transactions.
|
A.
|
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby. This Agreement may be altered or amended only by a signed written agreement of the parties.
|
B.
|
Assignment:
|
i.
|
Assignment by WEX: WEX may not assign or transfer this Agreement, in whole or in part, by operation of law, sale of assets, merger, consolidation or a change of control in the aggregate of 50% or more of the ownership, voting, membership or other indicia of ownership or control from that which exists as of the date of this Agreement, then WEX will provide written notice to Merchant and request Merchant’s written consent thereto, which consent shall not be unreasonably withheld. If Merchant withholds its consent to an assignment or transfer, WEX may still proceed with such assignment or transfer whereupon Merchant shall have the option to terminate this Agreement after providing WEX with no less than 180 days prior written notice. Notwithstanding the foregoing, Merchant’s consent shall not be required in connection with an assignment of this Agreement to a wholly owned subsidiary or affiliate of WEX.
|
ii.
|
Assignment by Merchant If Merchant assigns or transfers this Agreement, in whole or in part, by operation of law, sale of assets, merger, consolidation or a change within any 12 month period in the majority of Merchant’s board of directors which change is not approved by the board of directors of Merchant holding office prior to such change, then Merchant will provide written notice to WEX and request WEX’s written consent thereto, which consent will not be unreasonably withheld. If WEX withholds its consent to an assignment or transfer Merchant may still proceed with such assignment or transfer whereupon WEX shall have the option to terminate this Agreement after providing Merchant no less than 180 days prior written notice. Notwithstanding the foregoing, WEX’s consent shall not be required in connection with an assignment of this Agreement to a wholly owned subsidiary or affiliate of Merchant.
|
iii.
|
Assignee Bound. Any party for which this Agreement is assigned shall be bound to the terms of the Agreement to the same extent as the parties named herein.
|
C.
|
As part of any assignment, change in ownership, change in organizational structure (i.e. change from sole proprietor to partnership) or change in control, MERCHANT shall provide WEX with an updated W-9 validating their proper legal name change and tax identification number.
|
A.
|
The parties agree that it is in their mutual best interest to maintain the confidentiality of the provisions of this Agreement and accordingly, agree that they will not, without the written consent of the other, intentionally disclose the terms hereof, including without limitation, the price terms (unless required by court order or other governmental authority) and that all such terms shall be held in confidence and revealed only to employees, agents, lenders or other persons having a need to know such terms in the course of such person’s employment or business relationship with such party.
|
B.
|
Merchant acknowledges that it may become aware of WEX’s customers and details concerning their purchase transactions and Merchant agrees to keep such information confidential and that such information shall be revealed only to employees, agents, lenders or other persons having a need to know such terms in the course of such person’s employment or business relationship with Merchant.
|
C.
|
WEX acknowledges that it may become aware of Merchant’s customers and details concerning their purchase transactions and agrees that WEX will not solicit, directly or through any affiliate of WEX, Merchants customers provided however, that this Section shall not be construed to restrict or prohibit WEX from identifying and engaging trucking companies using some criteria other than being a Merchant customer for the marketing, promotion and sales by WEX of WEX’s various billing and other services and systems and that the foregoing does not prohibit WEX from accepting the request of a Merchant customer to use or convert to a WEX billing or other service or system.
|
D.
|
The parties further agree that any obligations to protect Confidential Information is set forth herein shall survive termination of this Agreement for a period of three years, except that as to any Confidential Information designated in writing by the disclosing party to be a “trade secret”, such obligations shall continue indefinitely unless otherwise agreed in writing by the disclosing party.
|
E.
|
MERCHANT agrees that WEX may publish MERCHANT’S posted retail prices provided that in any such publication WEX is publishing the comparable (e.g., cash and/or credit) posted retail prices of similarly situated merchants.
|
F.
|
The parties each agree to establish security procedures in order to safeguard Card Sale data and Cardholder information. Such procedures shall be compliant with all applicable data security laws and regulations. In the event of a breach or compromise of a party’s systems resulting in a loss or theft of information (including cardholder information), or if such a breach or compromise is suspected, the impacted party shall immediately notify the other parties to this Agreement and shall indemnify, defend and hold harmless the other party to the extent that they were responsible for the breach of the Card Sale or Cardholder data.
|
A.
|
Both parties own certain trademarks and service marks (“Marks”), which may be used by each other on marketing materials used in connection with the acceptance of Cards and in WEX’s standard marketing presentations identifying MERCHANT as a WEX accepting merchant (“Program Materials”). The party granting the license in the use of their Marks to the other party is referred to as the “Licensor”. The party receiving the benefits of the license in the other party’s Marks is referred to as the “Licensee”.
|
C.
|
Licensor hereby grants to Licensee, a limited non-exclusive, royalty free and non-transferable license to use certain trademarks and service marks of Licensor for the purpose of affixing such Marks to the any Program Materials developed for the Licensee in accordance with the terms of this Agreement.
|
D.
|
Licensee shall not in any manner represent that it has any ownership in the Licensor’s Marks or any registrations thereof. Licensee acknowledges that use of the Marks shall not create in Licensee’s favor any right (other than the limited rights of use granted pursuant to this license), title or interest in, or to, the Marks and that use of the Marks by the Licensee inures to the benefit of the Licensee only to the extent of the limited rights and interests set forth in this Agreement, otherwise use of the Marks by Licensee inures to the benefit of the Licensor.
|
A.
|
Each party, at its sole expense, shall have the right to audit the books and records of the other party relating to such party’s performance of this Agreement. All audits shall be conducted in accordance with professional auditing standards and during normal business hours and the requesting party shall provide at least fifteen (15) days advance notice of their intent to audit. The audited party shall fully cooperate with the auditing party to accomplish the audit as expeditiously as possible. Any audit shall be limited in scope to no more than twelve (12) months prior to the date of the actual audit.
|
B.
|
MERCHANT agrees, if requested by WEX, to furnish WEX with an income statement and statement of cash flows for the applicable fiscal year and a balance sheet, footnotes to the financial statements and auditor’s opinion letter, if applicable, prepared in accordance with generally accepted accounting principles, consistently applied, and which shall be in accordance with the books and records of MERCHANT. Provided that Merchant (or the entity that wholly owns Merchant) remains a publicly traded company, WEX will obtain all information from public sources.
|
A.
|
MERCHANT hereby consents to WEX granting to their principal financing source(s) a security interest in and collateral assignment of this Agreement and acknowledges that, upon the occurrence of an event of default under the applicable loan documents in connection with the present or future financing
|
B.
|
This Agreement shall become effective on the Effective Date. [***].
|
C.
|
[***]
|
APPROVED
By Ann Randall at 5:52 pm, Nov 04, 201
6
|
WEX INC.
|
|
TA Operating LLC
|
||||||
|
|
|
||||||
|
|
|
||||||
By:
|
Brian Fournier
|
|
By:
|
/s/Thomas M O’Brien
|
||||
Title:
|
VP, Merchant
|
|
Title:
|
CEO
|
||||
Signed:
|
/s/ Brian Fournier
|
|
Signed:
|
/s/ Thomas M O’Brien
|
||||
Date:
|
11/5/16
|
|
Date:
|
11-4-16
|
A.
|
MERCHANT shall have the necessary equipment to permit the electronic acceptance of the Card at its Distribution Sites including but not limited to their point of sale equipment and networking services.
|
B.
|
MERCHANT shall collect and transmit the Card Sale data in accordance with the WEX Technical Specification. Merchant shall obtain from WEX the necessary acceptance certification for its network and equipment that will be used for processing sales transaction.
|
A.
|
If MERCHANT is unable to obtain an electronic or digital authorization for a Card Sale because WEX’s communication facilities are not operable, MERCHANT may either decline to accept the Card Sale or may capture the sales transaction through the use of a suitable imprinter to legibly imprint the Cards on the sales slip and requiring the cardholder to sign the sales receipt (“Manual Card Sale”).
|
B.
|
MERCHANT shall obtain all information required in Section 1.3.A below for Manual Card Sales. MERCHANT shall take all commercially reasonable efforts to protect Manual Card Sale data from fraud or misuse.
|
C.
|
In the event that MERCHANT allows a Manual Card Sale, it may obtain an authorization code from WEX. In such case, WEX reserves the right to assess the Manual Transaction Fee set forth in
Exhibit B
.
|
D.
|
If Merchant accepts a Manual Card Sale without first obtaining an authorization code from WEX, the Merchant may still accept the Card for payment; however Merchant shall contact WEX as soon as communication with the WEX authorization facilities can be re-established.
|
E.
|
When submitting a Manual Card Sale for processing, MERCHANT shall include the authorization or other approval code it received from WEX when submitting the completed Card Sale to WEX for processing.
|
F.
|
If MERCHANT accepts a Manual Card Sale without receiving an authorization code, WEX’s liability shall be limited if the Cardholder does not pay for such Card Sale to
$[***]
per transaction and
$[***]
per day per Distribution Site. WEX reserves the right to change these limits from time to time, upon prior written notice. Manual Card Sales that exceed these limits shall be at the credit risk of MERCHANT.
|
A.
|
Card Sale data sent to WEX shall include: [***] and any other information as WEX and MERCHANT may mutually agree upon in writing.
|
B.
|
Other than as set forth in Section 1.2.F above, all Card Sales require an authorization or approval from WEX. MERCHANT shall request such authorization from WEX for the total Card Sale amount prior to sending the Card Sale to WEX for processing.
|
C.
|
WEX does not provide pre-authorizations, nor does it place available credit on “hold”. [***].
|
D.
|
WEX does not provide payment to merchants based upon receipt of information during the authorization process. MERCHANT is still required to submit the completed Card Sale, including the authorization or other approval code, to WEX. Obtaining an authorization without submitting the completed Card Sale to WEX may result in non-payment by WEX for such Card Sale.
|
E.
|
MERCHANT shall not accept payment through use of an expired Card or when advised upon authorization inquiry, that the Card is not to be honored.
|
F.
|
Merchant shall maintain for [***] a record of all information required in Section 1.3.A above.
|
G.
|
Upon request, MERCHANT shall provide the Cardholder with a copy of the transaction receipt documenting the Card Sale. Such receipt shall not include the full account number or driver identification
|
H.
|
[***]
|
I.
|
Any Card Sale data received by WEX from MERCHANT by the following times for the following Cards (which shall include cash advance transactions on such Card) shall be treated as having been received on that day.
|
FleetOne cards:
|
11:59 p.m. Central Time
|
Money Code/Plus Check:
|
11:59 p.m. Central Time
|
WEX CrossRoads and WEX Universal:
|
5:00 p.m. Eastern Time
|
J.
|
MERCHANT shall not divide the price of goods and services purchased in a single transaction among two (2) or more transaction receipts for billing to WEX.
|
K.
|
Merchant must not submit Card Sales until Products are delivered.
|
L
|
A Card must be present at the time of purchase. In the event that MERCHANT processes a Card Sale when the Card is not present, MERCHANT bears the risk of the sale being charged back.
|
M.
|
MERCHANT shall maintain a record of the Card Sale, including all sales data required for a period of [***]. Upon the reasonable request of WEX, such records shall be provided to WEX within [***] of WEX’s request. Failure to provide the requested record may result in a charge back of the Card Sale to MERCHANT if such failure results in WEX not being able to collect from the Cardholder.
|
A.
|
Merchant is responsible for the data entry of Card Sale information by its personnel, or representatives. All data shall meet the prevailing WEX Technical Specification and shall be in good and usable condition.
|
B.
|
If information pertaining to any Card Sale is garbled in transmission such that part or all of the record is likely to vary from what MERCHANT transmitted, WEX may advise MERCHANT of the suspected inaccuracy and request retransmission of the record or other appropriate confirmation. WEX may, with notice to MERCHANT, withhold payment for such Card Sales until the record is retransmitted or MERCHANT provides other appropriate confirmation.
|
C.
|
If MERCHANT has not provided WEX with required information or if WEX needs to interpret, verify, or validate a Card Sale, WEX may, withhold payment for such Card Sale until MERCHANT sends WEX the necessary information. WEX may make appropriate adjustments in its settlements with MERCHANT to reflect the receipt or correction of any such Card Sale information. WEX shall provide notice to MERCHANT of any Card Sales that it is not able to process due to errors or missing information through its daily settlement reports.
|
D.
|
MERCHANT shall submit all Card Sales to WEX for processing within [***] of the transaction date. WEX may accept transactions up to [***] from the date of the transaction for processing and billing to the fleet, however, reserves the right to chargeback any such transaction that is disputed by a fleet customer.
|
A.
|
Chargebacks shall be made only for Card Sales (i) that are disputed by Cardholder and for which an authorization was not obtained by Merchant (ii) were for unauthorized Products, (iii) were fraudulently made by an employee of MERCHANT or (iv) the WEX Card Sale Procedures were not followed by Merchant. MERCHANT shall remain liable for all outstanding Chargebacks. Notwithstanding the foregoing, there shall be no Chargeback, or the Chargeback shall be reversed, as applicable, if the Cardholder pays WEX and has no further right to dispute the underlying charge or receive its payment back from WEX whether by contract right or regulation.
|
B.
|
Any obligation to pay a Chargeback pursuant to this Agreement shall be unconditional and shall not be waived, released or affected by any settlement, extension, compromise of forbearance or other agreement
|
A.
|
MERCHANT shall have the necessary equipment to permit the electronic acceptance of the Card at its Distribution Sites including but not limited to their point of sale equipment and networking services.
|
B.
|
MERCHANT shall collect and transmit the Card Sale data in accordance with the WEX Technical Specification, as applicable to the relevant Card (EFS, T-Chek, or EFSTS). Merchant shall obtain from WEX the necessary acceptance certification for its network and equipment that will be used for processing sales transactions.
|
A.
|
If MERCHANT is unable to obtain an electronic or digital authorization through the point of sale equipment, MERCHANT may contact WEX to obtain authorization for the transaction via voice authorization (“Voice Authorization Transaction”).
|
B.
|
Merchant should not accept a Manual Card Sale without obtaining an authorization code from WEX. If Merchant accepts a Card for payment without receiving an authorization code from WEX, Merchant does so at its own risk, and there is no guarantee that WEX will accept the charge and settle the transaction
|
C.
|
In the event that MERCHANT allows a Voice Authorization Transaction—unless such transaction is necessitated by the failure WEX’s communication facilities—WEX reserves the right to assess the [***].
|
A.
|
Card Sale data sent to WEX shall include: [***].
|
B.
|
All Card Sales require an authorization or approval from WEX. MERCHANT shall request such authorization from WEX for the total Card Sale amount prior to sending the Card Sale to WEX for processing.
|
C.
|
WEX does not provide payment to merchants based upon receipt of information during the authorization process. MERCHANT is still required to submit the completed Card Sale, including the authorization or other approval code, to WEX. Obtaining an authorization without submitting the completed Card Sale to WEX may result in non-payment by WEX for such Card Sale.
|
D.
|
MERCHANT shall not accept payment through use of a Card after the card’s expiration date (if any) or when advised upon authorization inquiry that the Card is not to be honored.
|
E.
|
Merchant shall maintain for [***] a record of all information required in Section 1.3.A above.
|
F.
|
Upon request, MERCHANT shall provide the Cardholder with a copy of the transaction receipt documenting the Card Sale. Such receipt shall not include the full account number or driver identification number printed on the receipt.
|
G.
|
If the Card Sale is not an island card reader transaction (“pay-at-the- pump”), MERCHANT shall require [***]. Cardholder must be present when receiving authorization of transaction
|
H.
|
Any Card Sale data received by WEX from MERCHANT by the following times for the following Cards or product (which shall include cash advance transactions on such Card) shall be treated as having been received on that day.
|
EFS, TChek and EFSTS branded cards:
|
11:59 p.m. Central Time
|
Money Code/Plus Check:
|
11:59 p.m. Central Time
|
J.
|
MERCHANT shall maintain a record of the Card Sale, including all sales data required for a period of [***]. Upon the reasonable request of WEX, such records shall be provided to WEX within ---
[***]
of WEX’s request. Failure to provide the requested record may result in a charge back of the
|
A.
|
Merchant is responsible for the data entry of Card Sale information by its personnel, or representatives. All data shall meet the prevailing WEX Technical Specification and shall be in good and usable condition.
|
B.
|
If information pertaining to any Card Sale is garbled in transmission such that part or all of the record is likely to vary from what MERCHANT transmitted, WEX may advise MERCHANT of the suspected inaccuracy and request retransmission of the record or other appropriate confirmation. WEX may, with notice to MERCHANT, withhold payment for such Card Sales until the record is retransmitted or MERCHANT provides other appropriate confirmation.
|
C.
|
If MERCHANT has not provided WEX with required information or if WEX needs to interpret, verify, or validate a Card Sale, WEX may, withhold payment for such Card Sale until MERCHANT sends WEX the necessary information. WEX may make appropriate adjustments in its settlements with MERCHANT to reflect the receipt or correction of any such Card Sale information. WEX shall provide notice to MERCHANT of any Card Sale that it is not able to process due to errors or missing information through its daily settlement reports.
|
D.
|
MERCHANT shall submit all Card Sales to WEX for processing within
[***]
of the transaction date. WEX may accept transactions up to [***] from the date of the transaction for processing and billing to the fleet, however, WEX reserves the right to chargeback any such transaction that is disputed by a fleet customer.
|
A.
|
Chargebacks shall be made only for Card Sales (i) that are disputed by Cardholder and for which an authorization was not obtained by Merchant, (ii) were for unauthorized Products, (iii) were fraudulently made by an employee of MERCHANT or (iv) the WEX Card Sale Procedures were not followed by Merchant. MERCHANT shall remain liable for all outstanding Chargebacks.
|
B.
|
Any obligation to pay a Chargeback pursuant to this Agreement shall be unconditional and shall not be waived, released or affected by any settlement, extension, compromise of forbearance or other agreement made or granted by WEX with or to any Cardholder or obligor. Failure to issue a Chargeback with knowledge of a breach of warranty or other defect shall not be deemed a waiver of any of WEX’s rights with respect to such a Card Sale. WEX will expend normal business efforts to pursue remedies against Cardholders but shall not be required to exhaust its remedies against Cardholders or others as a condition precedent to requiring performance by MERCHANT of its obligations hereunder. Notwithstanding the foregoing, there shall be no Chargeback, or the Chargeback shall be reversed, as applicable, if the Cardholder pays WEX and has no further right to dispute the underlying charge or receive its payment back from WEX whether by contract right or regulation.
|
A.
|
Any amounts due to MERCHANT from WEX as a result of the submission of a sales draft may be paid, at MERCHANTS option, to MERCHANT’S designee, based on the banking information that is provided to WEX. WEX’S payment to MERCHANT’S designee constitutes payment in full to MERCHANT.
|
B.
|
For each Card (described below) used by a Cardholder to purchase Product for a particular transaction type (described below), WEX shall pay Merchant [***]. Settlements will be made in batches [***] on the payment schedule below (each a “Settlement”).
|
C.
|
Transactions of the same transaction type (funded or direct bill) containing both a cash advance along with other Products (such as fuel) will be considered one transaction and only be charged the WEX Fee applicable to the other Product.
|
Program
|
|
Transaction Type
|
WEX Fee
|
Settlement Date from the Posting Date (see sample payment schedule attached as Exhibit B-2)
|
[***]
|
[***]
|
[***]
|
[***]
|
[***] business day by ACH
|
|
[***]
|
[***]
|
[***]
|
[***] business day by ACH
|
|
|
[***]
|
[***]
|
[***] business day by ACH
|
|
|
[***]
|
[***]
|
[***] business day by ACH
|
[***]
|
[***]
|
[***]
|
[***]
|
[***] business day by ACH
|
|
[***]
|
Funded – Other Products
|
[***]
|
[***] business day by ACH
|
Other
|
|
|
|
Voice Authorization (provided that such authorization is not required as a result of the unavailability of WEX’s automated authorization system)
|
[***]
|
Corporate Settlement
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
|
[***]
|
[***]
|
1.
|
The table set forth on Exhibit B, WEX Fees and Settlement ( the first table directly below Paragraph C) is deleted in its entirety and replaced with the following:
|
Program
|
Card
|
Transaction Type
|
WEX Fee
|
Settlement Date from the Posting Date (see
example payment
schedule attached as
Exhibit B-2)
|
[***]
|
[***]
|
[***]
|
[***]
|
[***] business day ACH
|
|
[***]
|
[***]
|
[***]
|
[***] business day ACH
|
|
|
[***]
|
[***]
|
[***] business day ACH
|
|
|
[***]
|
[***]
|
[***] business day ACH
|
[***]
|
[***]
|
[***]
|
[***]
|
[***] business day ACH
|
|
[***]
|
[***]
|
[***]
|
[***] business day ACH
|
WEX INC.
|
|
TA Operating LLC
|
|
|
|
By:
Brian Fournier
|
|
By:
Mark R.Young
|
Title:
V.P. Merchant
|
|
Title:
Executive Vice President & General Counsel
|
Signed:
/s/ Brian Fournier
|
|
Signed:
/s/ Mark R. Young
|
Date:
1/4/17
|
|
Date:
1/6/17
|
Company
TA Operating LLC d/b/a TravelCenters of America & Petro Stopping Centers
|
|
Date
|
Address
24601 Center Ridge Road, Suite 200
|
|
Loc. Code
|
City, State, Zip
Westlake, Ohio 44145
|
|
Acct. Code
|
Area Code and Telephone Number
(440) 808-9100
|
|
Chain Code
|
|
|
Corp. Code
|
1.
|
Network Participation
|
2.
|
Responsibilities of Comdata
|
a)
|
process all valid Comdata payment methods listed on
Schedule A
and any future Comdata payment methods [***] (each a “Comdata Payment Method” and collectively, “Comdata Payment Methods”) for Comdata customers for transactions initiated at Merchant locations;
|
b)
|
provide [***] user documentation, decals, Comcheks and other such materials necessary for Merchant to process Comdata transactions in accordance with the terms of this Agreement;
|
c)
|
make a consolidated settlement disbursement for all Merchant locations (as distinguished from franchised sites) [***] to Merchant for all completed transactions as set forth in
Schedule A
(other than for Comdata Credit Card transactions which shall be settled in accordance with Subsection 2(d)) and provide settlement reporting to include: (1) gross amount due, (2) transaction charges, (3) equipment charges, and (4) net amount paid to Merchant;
|
d)
|
make a consolidated weekly settlement disbursement for all Merchant locations (as distinguished from franchised sites) to Merchant by COMDATA company check for all completed Comdata Credit Card transactions in accordance with Comdata’s Credit Card Program Settlement Procedures and provide reporting by fax of daily credit transactions and weekly credit transaction settlements; and
|
e)
|
include Merchant in Comdata’s online directory, GoComchek.com.
|
3.
|
Responsibilities of Merchant
|
a)
|
honor all valid Comdata Payment Methods tendered for use with any services offered by Merchant and process Comdata Payment Methods for Comdata account holder customers for transactions initiated at Merchant locations;
|
b)
|
refrain from any active sales effort to convert customers of Comdata to any other third party billing, debit or credit program, or any active effort to convert such customers to an in-house open account or billing program/system; provided, however, that it is understood that this Section 3(b) does not restrict or prohibit Merchant from maintaining its own billing, debit or credit programs/systems and, provided, further, that Merchant may participate in the billing, debit or credit programs of other third party billing service companies. Additionally, this Section 3(b) shall not be construed to restrict or prohibit Merchant from identifying and engaging trucking companies using criteria other than being a Comdata customer for the marketing, promotion and sales by Merchant of Merchant’s various billing, debit or credit programs/systems or acceptance of other billing, debit or credit systems at Merchant, and in any case, the foregoing does not prohibit Merchant from accepting the request of a Comdata customer to use or convert to a Merchant billing, debit or credit program/system or other service or system or acceptance of another third party billing, debit or credit system on that customer’s behalf;
|
c)
|
make available to Comdata’s customers its lowest posted cash price for the services and products provided by Merchant [***];
|
d)
|
levy no surcharges on any Comdata payment method [***];
|
e)
|
retain receipts of Comdata card based transactions [***] and provide Comdata with a copy of any such receipt upon reasonable request;
|
f)
|
pay to Comdata the fees set forth in
Schedule A
, which is attached hereto and incorporated herein by reference;
|
g)
|
[***]
|
h)
|
permit publication of information concerning Merchant including the name, location, and type of products and services offered, as updated from time to time.
|
4.
|
Procedures
|
a)
|
Upon presentation of a valid Comdata Card, Merchant shall:
|
1)
|
legibly complete any invoice presented for such transaction by inserting the date of purchase, vehicle number, hubometer reading, driver’s license number, total cash price, or other information reasonably requested by customer or Comdata as to which Comdata gives prior written notice to Merchant (which notice requirement may be satisfied by appropriate prompts during an electronic transaction);
|
2)
|
except for pay at pump transactions, obtain the authorized cardholder’s signature on the invoice;
|
3)
|
obtain either an electronic or voice authorization for the transaction from Comdata;
|
4)
|
provide the authorization number on the invoice;
|
5)
|
complete any other reasonable procedures of which Comdata may notify Merchant in writing from time to time;
|
6)
|
give the cardholder the original invoice and maintain a copy thereof for a period of at least six (6) months.
|
b)
|
Upon presentation of a Comdata Express Comchek draft or a code, Merchant shall:
|
1)
|
obtain either an electronic or voice authorization for the transaction in accordance with Comdata’s written instructional materials;
|
2)
|
remove the draft from the printer and confirm the amount, payee, and printed draft number;
|
3)
|
[***]
|
4)
|
complete any other reasonable procedures of which Comdata may notify Merchant in writing from time to time;
|
5)
|
cash the draft for the indicated amount.
|
c)
|
It is expressly understood and agreed that Comdata shall have the right to refuse to accept any transaction, or having authorized any transaction, the right [***] to have returned to it any payments made to Merchant for any transaction submitted by Merchant, in the event [***] any of the following occur:
|
5.
|
[***]
|
6.
|
[***]
|
(i)
|
[***]
|
(ii)
|
[***]
|
(iii)
|
[***]
|
(iv)
|
[***]
|
7.
|
Reporting as to the Comdata Network
|
8.
|
Term of Agreement
|
9.
|
Equipment and Reports
|
10.
|
Notices
|
11.
|
Right of Setoff
|
12.
|
Limitation of Liability; Force Majeure.
|
a)
|
Either party will be liable only for direct damages if it fails to exercise ordinary care. In no event shall either party be liable for any special, punitive, indirect, consequential or exemplary damages (including, not limited to, lost profits), even if it has been advised of the possibility of these damages. This provision shall survive the termination of this Agreement as to matters that occurred during its term.
|
b)
|
Neither party shall be liable for any failure to perform due to acts of God, acts of government authorities, war, acts of terrorism, fires, floods, explosions or other natural catastrophes, civil disturbances, strikes, riots, unusually severe whether such as tornadoes, or failure or fluctuations in electrical power, telecommunications equipment and services, heat, light or air conditioning (“Force Majeure”). In such event, the performance of such party’s obligations shall be suspended during, but not longer than, the period of existence of such cause and the period reasonably required to perform the obligation. The parties shall use their best reasonable efforts to minimize the consequences of Force Majeure.
|
13.
|
Miscellaneous Provisions
|
a)
|
[***]
|
b)
|
Each party agrees that all confidential and proprietary information of the other, including, without limitation, the terms of this Agreement, data relating to the type, volume, pricing, location or customer identities with respect to transactions (all such confidential and proprietary information “Confidential Information”) will be held and treated in confidence. No party shall, without the prior written consent of the affected party, disclose such party’s Confidential Information in any manner whatsoever, in whole or in part, and/or use such information, or permit its affiliates, agents or employees to disclose or use such information, other than in connection with the performance of its obligations under this Agreement and, in any event, not in any way directly or indirectly detrimental to the affected party. For purposes of this Agreement, Confidential Information will not include (1) information which was already in the public domain, (2) information known or obtained by the party not claiming confidentiality from someone other than the party claiming confidentiality and not known by such party to be deemed confidential by a contractual, legal or fiduciary obligation, (3) used in any dispute resolution forum between the parties hereto, provided the disclosing party takes all available precautions to preserve the confidentiality of such information in such forum and (4) required to be disclosed by law or judicial mandate. For the avoidance of doubt and not as a [***]
|
c)
|
In the event either party shall engage an attorney to enforce, protect, or preserve any rights it might have under this Agreement, the prevailing party in such suit shall be entitled to recover its reasonable attorney’s fees and associated costs, in addition to any other relief to which it may be entitled.
|
d)
|
No waiver by either party of any breach of any of the covenants or conditions herein contained to be performed by the other party shall be construed as a waiver of any succeeding breach of the same or any other covenant or condition.
|
e)
|
This Agreement and the Schedules attached hereto constitutes the entire Agreement between parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, and writings.
|
f)
|
Except as otherwise set forth herein, this Agreement may not be released, discharged, changed, or modified except by an instrument in writing, duly executed by each party hereto. This provision may not be waived.
|
g)
|
This Agreement shall be construed in accordance with the laws of the State of Tennessee without regard to its conflict of law rules.
|
h)
|
If any provision in this Agreement is held to be inoperative, unenforceable or invalid, such provision shall be inoperative, unenforceable or invalid without affecting the remaining provisions, and to this end the provisions of this Agreement are declared to be severable.
|
i)
|
The terms and provisions of this Agreement shall be binding upon and inure to the benefit of Merchant and Comdata and their respective successors and assigns.
|
i)
|
Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretations of any of the provisions of this Agreement. The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement, as it may be amended or modified from time to time, as whole and not to any particular provision of this Agreement. The terms defined in this Agreement have the meaning assigned to them in this Agreement and include the plural as well as the singular. No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, having fully participated in the negotiation of this Agreement, hereby agree that this Agreement shall not be subject to the principle that a contract would be construed against the party which drafted the same.
|
k)
|
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. Notwithstanding the foregoing, the parties acknowledge and agree that an executed facsimile counterpart of this Agreement is sufficient evidence of the execution of this Agreement.
|
l)
|
[***]
|
MERCHANT:
|
COMDATA NETWORK, INC.
|
TA OPERATING LLC
|
|
By:
/s/ Thomas M. O’Brien
|
By:
/s/ Randall K. Morgan
|
Title:
Thomas M. O’Brien
President
|
Title:
EVP
|
1.
|
Transaction Fees.
Merchant shall pay to Comdata a fee per transaction initiated through the use of the Comdata Network. Such transaction fee shall be charged and deducted by Comdata at the time of settlement with Merchant.
|
Comdata Payment Method
|
Fee per Transaction
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Fees from April 15, 2011 through the term of the Agreement:
|
|
Comdata Payment Method
|
Fee per Transaction
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
2.
|
Settlement Fees.
Merchant shall pay to Comdata a fee of [***].
|
3.
|
Other Fees.
Merchant shall pay Comdata the following fees:
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
4.
|
Equipment, Software, and Reports
|
TA OPERATING LLC
|
COMDATA NETWORK, INC.
|
By:
/s/ Thomas M. O’Brien
|
By:
/s/ Randall K. Morgan
|
Title:
Thomas M. O’Brien
President
|
Title:
EVP
|
Date:
12-9-10
|
Date:
12-15-10
|
LOC CODE
|
LOCATION NAME
|
CITY
|
ST
|
EQUIPMENT
FEE |
[***]
|
[***]
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LOC CODE
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LOCATION NAME
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CITY
|
ST
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EQUIPMENT
FEE |
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[***]
|
TA OPERATING LLC
|
COMDATA NETWORK, INC.
|
By:
/s/Thomas M O’Brien
|
By:
/s/ Randall K. Morgan
|
Title:
Thomas M. O’Brien
President
|
Title:
EVP
|
Date:
12-9-10
|
Date:
12/15/10
|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
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|
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|
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|
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|
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|
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|
[***]
|
[***]
|
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|
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|
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|
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|
[***]
|
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|
|
[***]
|
[***]
|
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|
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|
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|
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|
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|
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|
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|
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|
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[***]
|
MERCHANT:
|
COMDATA NETWORK, INC.
|
TA OPERATING LLC
|
|
By:
/s/ Thomas M O’Brien
|
By:
/s/ Steve Stevenson
|
Title:
Thomas M. O’Brien
President and CEO
|
Title:
President
|
You:
|
Michael J. Lombardi
700 Browning Court
Bloomfield Hills, MI 48304
|
TA:
|
TravelCenters of America LLC
24601 Center Ridge Road, Suite 200
Westlake, OH 44145
Attention: President
Email: tobrien@ta-petro.com
|
with a copy to:
|
Mark R. Young, General Counsel
TravelCenters of America LLC
255 Washington Street, Suite 300
Newton, MA 02458
Email: myoung@ta-petro.com
|
TravelCenters of America LLC
|
|
|
|
By:
|
/s/ Thomas M. O'Brien
|
|
Thomas M. O'Brien, President and
|
|
Chief Executive Officer
|
TA Operating LLC
|
|
|
|
By:
|
/s/ Thomas M. O'Brien
|
|
Thomas M. O'Brien, President and
|
|
Chief Executive Officer
|
|
|
/s/ Michael J. Lombardi
|
|
Michael J. Lombardi
|
1.
|
Pursuant to the restricted share agreement dated as of November 26, 2007 (the "
2007 Restricted Share Agreement
"), between the Company and you, and those certain other share agreements, dated as of November 19, 2013, December 2, 2014, December 8, 2015 and November 30, 2016, between the Company and you (such other share agreements together with the "
2007 Restricted Share Agreement
," the "
Share Agreements
"), the Company granted you the Shares (as defined in the Restricted Share Agreements) subject to the vesting and forfeiture provisions described therein.
|
2.
|
In connection with the termination of your employment with TA Operating LLC, a subsidiary of the Company, you and the Company have agreed to have all of the Shares granted pursuant to the Share Agreements which have not vested prior to September 30, 2017 (the "
Unvested Shares
"), vest on October 10, 2017, subject to and upon the terms and conditions set forth herein.
|
1.
|
Vesting; Related Agreements.
|
2.
|
Miscellaneous Provisions.
|
TravelCenters of America LLC
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
Michael J. Lombardi
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except ratio amounts)
|
||||||||||||||||||
(Loss) income before income taxes,
income from equity investees
and noncontrolling interests
|
$
|
(8,206
|
)
|
|
$
|
40,202
|
|
|
$
|
95,768
|
|
|
$
|
2,331
|
|
|
$
|
31,812
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions received from equity
investees
|
3,000
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
4,800
|
|
|||||
Fixed charges
|
118,248
|
|
|
106,344
|
|
|
93,101
|
|
|
90,880
|
|
|
79,161
|
|
|||||
Amortization of capitalized interest
|
90
|
|
|
30
|
|
|
41
|
|
|
31
|
|
|
—
|
|
|||||
Capitalized interest
|
(2,377
|
)
|
|
(1,797
|
)
|
|
(755
|
)
|
|
(1,033
|
)
|
|
—
|
|
|||||
Total earnings
|
$
|
110,755
|
|
|
$
|
149,579
|
|
|
$
|
188,155
|
|
|
$
|
92,209
|
|
|
$
|
115,773
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
$
|
28,438
|
|
|
$
|
24,425
|
|
|
$
|
17,241
|
|
|
$
|
17,650
|
|
|
$
|
10,358
|
|
Estimated interest within real estate
rent expense
(2)
|
87,433
|
|
|
80,122
|
|
|
75,105
|
|
|
72,197
|
|
|
68,803
|
|
|||||
Capitalized interest
|
2,377
|
|
|
1,797
|
|
|
755
|
|
|
1,033
|
|
|
—
|
|
|||||
Total fixed charges
|
$
|
118,248
|
|
|
$
|
106,344
|
|
|
$
|
93,101
|
|
|
$
|
90,880
|
|
|
$
|
79,161
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
0.94
|
|
|
1.41
|
|
|
2.02
|
|
|
1.01
|
|
|
1.46
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deficiency of earnings available to
cover fixed charges
|
$
|
(7,493
|
)
|
|
$ N/A
|
|
|
$ N/A
|
|
|
$ N/A
|
|
|
$ N/A
|
|
(1)
|
Includes interest expense and amortization of premiums and discounts related to indebtedness.
|
(2)
|
Estimated interest within real estate rent expense includes one third of real estate rent expense, which approximates the interest component of our operating leases.
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
TravelCenters of America Holding Company LLC
|
|
Delaware
|
TA Operating LLC
|
|
Delaware
|
TA Franchise Systems LLC
|
|
Delaware
|
Petro Franchise Systems LLC
|
|
Delaware
|
TA Operating Texas LLC
|
|
Texas
|
TA Operating Nevada LLC
|
|
Nevada
|
TA Operating Montana LLC
|
|
Delaware
|
307300 Nova Scotia Company
|
|
Nova Scotia, Canada
|
TravelCentres Canada, Inc.
|
|
Ontario, Canada
|
TravelCentres Canada Limited Partnership
|
|
Ontario, Canada
|
•
|
Registration Statement (Form S-3 No. 333-181182) of TravelCenters of America LLC,
|
•
|
Registration Statement (Form S-8 No. 333-154735) pertaining to the TravelCenters of America LLC 2007 Equity Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-160933) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-176161) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,
|
•
|
Registration Statement (Form S-3 No. 333-206711) of TravelCenters of America LLC, and
|
•
|
Registration Statement (Form S-8 No. 333-211458) pertaining to the TravelCenters of America LLC 2016 Equity Compensation Plan
|
/s/ RSM US LLP
|
|
•
|
Registration Statement (Form S-3 No. 333-181182) of TravelCenters of America LLC,
|
•
|
Registration Statement (Form S-8 No. 333-154735) pertaining to the TravelCenters of America LLC 2007 Equity Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-160933) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-176161) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,
|
•
|
Registration Statement (Form S-3 No. 333-206711) of TravelCenters of America LLC, and
|
•
|
Registration Statement (Form S-8 No. 333-211458) pertaining to the TravelCenters of America LLC 2016 Equity Compensation Plan
|
/s/ RSM US LLP
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of TravelCenters of America LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2017
|
/s/ THOMAS M. O'BRIEN
|
|
Thomas M. O'Brien
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of TravelCenters of America LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2017
|
/s/ ANDREW J. REBHOLZ
|
|
Andrew J. Rebholz
|
|
Executive Vice President, Chief Financial
Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 28, 2017
|
/s/ THOMAS M. O'BRIEN
|
|
Thomas M. O'Brien
President and Chief Executive Officer
|
|
|
|
/s/ ANDREW J. REBHOLZ
|
|
Andrew J. Rebholz
Executive Vice President, Chief Financial Officer and Treasurer
|
|
/s/ RSM US LLP
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash
|
$
|
9,015
|
|
|
$
|
9,908
|
|
Inventory
|
2,179
|
|
|
1,967
|
|
||
Due from affiliate
|
1,375
|
|
|
—
|
|
||
Other current assets
|
36
|
|
|
138
|
|
||
Total current assets
|
12,605
|
|
|
12,013
|
|
||
|
|
|
|
||||
Property and equipment, net
|
55,883
|
|
|
52,296
|
|
||
Other noncurrent assets, net
|
164
|
|
|
175
|
|
||
|
|
|
|
||||
Total assets
|
$
|
68,652
|
|
|
$
|
64,484
|
|
|
|
|
|
||||
Liabilities and Members' Capital
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long term debt
|
$
|
—
|
|
|
$
|
805
|
|
Due to affiliate
|
—
|
|
|
47
|
|
||
Accrued expenses and other current liabilities
|
1,909
|
|
|
1,839
|
|
||
Total current liabilities
|
1,909
|
|
|
2,691
|
|
||
|
|
|
|
||||
Long term debt, excluding current portion
|
15,275
|
|
|
14,914
|
|
||
Other noncurrent liabilities
|
181
|
|
|
169
|
|
||
|
|
|
|
||||
Total liabilities
|
17,365
|
|
|
17,774
|
|
||
|
|
|
|
||||
Members' capital
|
51,287
|
|
|
46,710
|
|
||
|
|
|
|
||||
Total liabilities and members' capital
|
$
|
68,652
|
|
|
$
|
64,484
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Fuel
|
$
|
83,149
|
|
|
$
|
86,692
|
|
|
$
|
98,039
|
|
Nonfuel
|
31,798
|
|
|
29,084
|
|
|
24,545
|
|
|||
Total revenues
|
114,947
|
|
|
115,776
|
|
|
122,584
|
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of goods sold (excluding depreciation):
|
|
|
|
|
|
||||||
Fuel
|
68,465
|
|
|
73,281
|
|
|
86,130
|
|
|||
Nonfuel
|
12,815
|
|
|
12,002
|
|
|
10,435
|
|
|||
Total cost of goods sold
|
81,280
|
|
|
85,283
|
|
|
96,565
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
18,743
|
|
|
17,757
|
|
|
15,640
|
|
|||
Depreciation and amortization
|
2,140
|
|
|
1,653
|
|
|
1,678
|
|
|||
|
|
|
|
|
|
||||||
Total costs and expenses
|
102,163
|
|
|
104,693
|
|
|
113,883
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
12,784
|
|
|
11,083
|
|
|
8,701
|
|
|||
|
|
|
|
|
|
||||||
Interest expense, net
|
707
|
|
|
454
|
|
|
472
|
|
|||
|
|
|
|
|
|
||||||
Net income and comprehensive income
|
$
|
12,077
|
|
|
$
|
10,629
|
|
|
$
|
8,229
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
12,077
|
|
|
$
|
10,629
|
|
|
$
|
8,229
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
2,140
|
|
|
1,653
|
|
|
1,678
|
|
|||
Debt financing costs
|
138
|
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) from changes in:
|
|
|
|
|
|
|
|
|
|||
Inventory
|
(212
|
)
|
|
144
|
|
|
249
|
|
|||
Other current assets
|
102
|
|
|
42
|
|
|
(29
|
)
|
|||
Due to/from affiliate
|
(1,422
|
)
|
|
(387
|
)
|
|
1,577
|
|
|||
Accrued expenses and other current liabilities
|
70
|
|
|
(35
|
)
|
|
246
|
|
|||
Other, net
|
30
|
|
|
(83
|
)
|
|
27
|
|
|||
Net cash provided by operating activities
|
12,923
|
|
|
11,963
|
|
|
11,977
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(5,715
|
)
|
|
(5,930
|
)
|
|
(5,739
|
)
|
|||
Proceeds from the sale of property and equipment
|
—
|
|
|
—
|
|
|
8
|
|
|||
Net cash used in investing activities
|
(5,715
|
)
|
|
(5,930
|
)
|
|
(5,731
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repayments of long term debt
|
(543
|
)
|
|
(794
|
)
|
|
(755
|
)
|
|||
Payment of debt issuance costs
|
(58
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to members
|
(7,500
|
)
|
|
(12,000
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(8,101
|
)
|
|
(12,794
|
)
|
|
(755
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash
|
(893
|
)
|
|
(6,761
|
)
|
|
5,491
|
|
|||
Cash, beginning of period
|
9,908
|
|
|
16,669
|
|
|
11,178
|
|
|||
Cash, end of period
|
$
|
9,015
|
|
|
$
|
9,908
|
|
|
$
|
16,669
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid during the period
|
$
|
573
|
|
|
$
|
455
|
|
|
$
|
476
|
|
|
Members' Capital
|
||
Balance, December 31, 2013
|
$
|
39,852
|
|
Net income
|
8,229
|
|
|
Balance, December 31, 2014
|
48,081
|
|
|
Net income
|
10,629
|
|
|
Distributions to members
|
(12,000
|
)
|
|
Balance, December 31, 2015
|
46,710
|
|
|
Net income
|
12,077
|
|
|
Distributions to members
|
(7,500
|
)
|
|
Balance, December 31, 2016
|
$
|
51,287
|
|
(1)
|
Summary of Significant Accounting Policies
|
Members
|
|
|
Tejon
|
60.0
|
%
|
TA
|
40.0
|
%
|
(2)
|
Inventory
|
|
2016
|
|
2015
|
||||
Nonfuel products
|
$
|
1,759
|
|
|
$
|
1,660
|
|
Fuel products
|
420
|
|
|
307
|
|
||
Total inventory
|
$
|
2,179
|
|
|
$
|
1,967
|
|
(3)
|
Property and Equipment
|
|
Estimated Useful Lives (years)
|
|
2016
|
|
2015
|
||||
Land and improvements
|
|
|
$
|
19,068
|
|
|
$
|
19,068
|
|
Buildings and improvements
|
10-40
|
|
45,625
|
|
|
38,997
|
|
||
Machinery, equipment and furniture
|
3-10
|
|
12,352
|
|
|
10,377
|
|
||
Construction in progress
|
|
|
1,893
|
|
|
4,769
|
|
||
|
|
|
78,938
|
|
|
73,211
|
|
||
Less: accumulated depreciation and amortization
|
|
|
23,055
|
|
|
20,915
|
|
||
Property and equipment, net
|
|
|
$
|
55,883
|
|
|
$
|
52,296
|
|
(4)
|
Accrued expenses and other current liabilities
|
|
2016
|
|
2015
|
||||
Taxes payable, other than income taxes
|
$
|
726
|
|
|
$
|
450
|
|
Self insurance accrual
|
692
|
|
|
646
|
|
||
Environmental accrual
|
167
|
|
|
286
|
|
||
Other
|
324
|
|
|
457
|
|
||
Total accrued expenses and other current liabilities
|
$
|
1,909
|
|
|
$
|
1,839
|
|
(5)
|
Long Term Debt
|
|
2016
|
|
2015
|
||||
Note payable to a bank
|
$
|
15,331
|
|
|
$
|
15,808
|
|
Less: debt issuance costs
|
56
|
|
|
89
|
|
||
Less: current portion
|
—
|
|
|
805
|
|
||
Total long term debt
|
$
|
15,275
|
|
|
$
|
14,914
|
|
(6)
|
Related Party Transactions
|
(7)
|
Contingencies
|