TravelCenters of America Inc. /MD/ - Quarter Report: 2012 September (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2012

 

OR

 

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

 

Commission File Number 001-33274

 

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

 

 

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

(Address of Principal Executive Offices)

 

(440) 808-9100

(Registrant’s Telephone Number, Including Area Code)

 

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

 

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

 

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

 

 

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

 

Number of Common Shares outstanding at November 2, 2012: 28,806,310 common shares.

 

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TRAVELCENTERS OF AMERICA LLC

 

FORM 10-Q

 

September 30, 2012

 

INDEX

 

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2012 and December 31, 2011	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three months ended September 30, 2012 and 2011	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the nine months ended September 30, 2012 and 2011	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2012 and 2011	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 6.	Exhibits	29
	Warning Concerning Forward Looking Statements	30
SIGNATURE		34

 

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

 

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Part I.  Financial Information

 

Item 1.  Financial Statements

 

TravelCenters of America LLC

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

 

		September 30,			December 31,
		2012			2011
Assets
Current assets:
Cash and cash equivalents		$	101,610		$	118,255
Accounts receivable (less allowance for doubtful accounts of $1,560 as of September 30, 2012, and $1,679 as of December 31, 2011)		176,782			130,672
Inventories		187,176			168,267
Other current assets		61,782			67,056
Total current assets		527,350			484,250
Property and equipment, net		555,612			479,943
Intangible assets, net		20,139			21,957
Other noncurrent assets		26,787			30,381
Total assets		$	1,129,888		$	1,016,531
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	199,533		$	149,051
Current HPT Leases liabilities		26,006			25,141
Other current liabilities		148,010			113,624
Total current liabilities		373,549			287,816
Noncurrent HPT Leases liabilities		353,814			365,085
Other noncurrent liabilities		47,456			45,029
Total liabilities		774,819			697,930
Commitments and contingencies
Shareholders’ equity:
Common shares, no par value, 31,684 shares authorized at September 30, 2012, and December 31, 2011, and 28,809 and 28,776 shares issued and outstanding at September 30, 2012, and December 31, 2011, respectively		604,198			602,636
Accumulated other comprehensive income		1,383			1,134
Accumulated deficit		(250,512		)	(285,169		)
Total shareholders’ equity		355,069			318,601
Total liabilities and shareholders’ equity		$	1,129,888		$	1,016,531

 

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

 

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TravelCenters of America LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

 

		Three Months Ended
		September 30,
		2012			2011
Revenues:
Fuel		$	1,666,810		$	1,734,621
Nonfuel		363,402			348,790
Rent and royalties		3,941			3,874
Total revenues		2,034,153			2,087,285
Cost of goods sold (excluding depreciation):
Fuel		1,581,830			1,653,299
Nonfuel		164,017			152,780
Total cost of goods sold (excluding depreciation)		1,745,847			1,806,079
Operating expenses:
Site level operating		179,737			176,274
Selling, general & administrative		25,577			22,360
Real estate rent		49,185			48,202
Depreciation and amortization		12,874			11,770
Total operating expenses		267,373			258,606
Income from operations		20,933			22,600
Income from equity investees		801			497
Acquisition costs		(189		)	—
Interest income		512			319
Interest expense		(2,638		)	(2,364		)
Income before income taxes		19,419			21,052
Provision for income taxes		429			259
Net income		$	18,990		$	20,793
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes of $89 and $(204), respectively		222			(536		)
Other		35			15
Other comprehensive income		257			(521		)
Comprehensive income		$	19,247		$	20,272
Net income per share:
Basic and diluted		$	0.66		$	0.74

 

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

 

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TravelCenters of America LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

 

		Nine Months Ended
		September 30,
		2012			2011
Revenues:
Fuel		$	5,039,010		$	4,989,927
Nonfuel		1,020,299			963,676
Rent and royalties		11,220			10,753
Total revenues		6,070,529			5,964,356
Cost of goods sold (excluding depreciation):
Fuel		4,789,447			4,761,943
Nonfuel		455,201			415,348
Total cost of goods sold (excluding depreciation)		5,244,648			5,177,291
Operating expenses:
Site level operating		525,962			511,035
Selling, general & administrative		73,110			65,768
Real estate rent		148,030			143,339
Depreciation and amortization		37,138			34,399
Total operating expenses		784,240			754,541
Income from operations		41,641			32,524
Income from equity investees		1,263			714
Acquisition costs		(647		)	(446		)
Interest income		1,094			655
Interest expense		(7,632		)	(6,688		)
Income before income taxes		35,719			26,759
Provision for income taxes		1,062			710
Net income		$	34,657		$	26,049
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes of $86 and $(127), respectively		218			(325		)
Other		31			58
Other comprehensive income		249			(267		)
Comprehensive income		$	34,906		$	25,782
Net income per share:
Basic and diluted		$	1.20		$	1.15

 

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

 

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TravelCenters of America LLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 

		Nine Months Ended
		September 30,
		2012			2011
Cash flows from operating activities:
Net income		$	34,657		$	26,049
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash rent expense adjustments		(7,660		)	(3,770		)
Share based compensation expense		1,562			1,502
Depreciation and amortization expense		37,138			34,399
Income from equity investees		(1,263		)	(714		)
Distribution from equity investee		4,800			—
Amortization of deferred financing costs		263			214
Deferred income tax provision		425			156
Provision for doubtful accounts		27			300
Changes in assets and liabilities, net of effects of acquired businesses:
Accounts receivable		(46,040		)	(71,504		)
Inventories		(14,840		)	(15,397		)
Other current assets		5,917			(8,747		)
Accounts payable and other current liabilities		73,830			50,573
Other, net		458			(245		)
Net cash provided by operating activities		89,274			12,816
Cash flows from investing activities:
Proceeds from sales of improvements to HPT		48,282			45,563
Acquisitions of businesses, net of cash acquired		(41,083		)	(31,216		)
Capital expenditures		(111,573		)	(73,643		)
Proceeds from asset sales		90			103
Net cash used in investing activities		(104,284		)	(59,193		)
Cash flows from financing activities:
Proceeds from issuance of common shares, net		—			53,135
Proceeds from borrowings on revolving credit facility		—			1,000
Repayment of borrowings on revolving credit facility		—			(1,000		)
Payment of deferred financing fees		(22		)	(13		)
Sale/leaseback financing obligation payments		(1,641		)	(1,535		)
Net cash provided by (used in) financing activities		(1,663		)	51,587
Effect of exchange rate changes on cash		28			(65		)
Net increase (decrease) in cash		(16,645		)	5,145
Cash and cash equivalents at the beginning of the period		118,255			125,396
Cash and cash equivalents at the end of the period		$	101,610		$	130,541
Supplemental disclosure of cash flow information:
Interest paid (including rent classified as interest)		$	7,244		$	8,188
Income taxes paid (net of refunds)		1,047			647

 

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

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

1.             Basis of Presentation, Business Description and Organization

 

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

 

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

 

At September 30, 2012, our business included 242 travel centers in 41 states and in Canada, 171 of which were operated under the “Travel Centers of America” or “TA” brand names and 71 of which were operated under the “Petro Stopping Centers” or “Petro” brand name.  Of these 242 travel centers, we operated 204, which we refer to as Company operated sites, and our franchisees operated 38.  Of the 242 travel centers comprising our business at September 30, 2012, we owned 24 of the travel centers and we leased 145 of our TA branded sites and 40 of our Petro branded sites under leases with subsidiaries of Hospitality Properties Trust, which we refer to as the TA Lease and Petro Lease, respectively, and which we refer to collectively as the HPT Leases.  We sublease to franchisees nine of the travel centers we lease under the TA Lease.  In addition, we operate four other travel centers pursuant to lease or management agreements with parties other than HPT, including two sites owned by a joint venture in which we have a minority investment.  We refer to Hospitality Properties Trust and its applicable subsidiaries as HPT, unless the context provides otherwise.  See Note 5 for a further description of the HPT Leases and our joint venture investment.

 

The financial information for the three and nine months ended September 30, 2011, included in the accompanying financial statements and notes thereto were revised from the information previously reported for those periods.  Specifically, depreciation and amortization expense was decreased by $61 and $241, respectively, and interest expense was decreased by $74 and $222, respectively.  These revisions increased our net income for the three and nine months ended September 30, 2011, by $135 and $463, respectively, and increased earnings per share by $0.02 per share for the nine months ended September 30, 2011.  We have determined that the effects of these revisions were not material.  For more information about these revisions, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011, or our Annual Report.

 

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

 

Recently Issued Accounting Pronouncements

 

In July 2012, the Financial Accounting Standards Board, or FASB, issued an update to amend ASC Topic No. 350, Intangibles — Goodwill and Other.  This guidance permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform a quantitative impairment test. The more likely than not threshold is defined as having a likelihood of more than 50 percent. In accordance with this update, an entity will have an option not to calculate annually the fair value of an indefinite lived intangible asset if the entity determines that it is not more likely than not that the asset is impaired. This update is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted and we expect to adopt this guidance during the fourth quarter of 2012.

 

In June 2011, the FASB issued an update to amend ASC Topic No. 220, Comprehensive Income, which amended its guidance on the presentation of comprehensive income in financial statements with a stated intention of improving the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance requires entities to report components of comprehensive income in either (1) a single statement that presents net income and comprehensive income, or (2) a separate statement of comprehensive income immediately following the income statement. Companies are no longer allowed to present comprehensive income on the statement of changes in shareholders’

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

equity. In both options, companies must present the components of net income, total net income, the components of other comprehensive income, total other comprehensive income and total comprehensive income. In addition, in December 2011, the FASB issued an amendment to the standard that deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement. The provisions of both pieces of new guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and require retrospective application for all periods presented. Our adoption of this new standard, which was effective January 1, 2012, affected our presentation of comprehensive income but did not otherwise affect our financial position or results of operations.

2.             Earnings Per Share

 

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

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2012			2011			2012			2011
Net income, as reported		$	18,990		$	20,793		$	34,657		$	26,049
Less: net income attributable to participating securities		1,089			1,031			1,991			1,606
Net income available to common shareholders		$	17,901		$	19,762		$	32,666		$	24,443
Weighted average common shares(1)		27,158			26,662			27,139			21,288
Basic and diluted net income per share		$	0.66		$	0.74		$	1.20		$	1.15

(1)    Excludes the unvested shares granted under our share award plan.  The number of unvested participating shares for the three months ended September 30, 2012 and 2011, was 1,652 and 1,391, respectively, and was 1,654 and 1,399, respectively, for the nine months ended September 30, 2012 and 2011.

 

3.             Inventories

 

Inventories consisted of the following:

 

		September 30,			December 31,
		2012			2011
Nonfuel merchandise		$	140,059		$	128,341
Petroleum products		47,117			39,926
Total inventories		$	187,176		$	168,267

 

4.             Acquisitions

 

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

 

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

 

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

 

In July 2012, we acquired four travel centers in Indiana.  Three of these travel centers had been operated as Petro Stopping Centers by a former franchisee and we now operate these travel centers for our own account as Petro Stopping Centers.  The fourth travel center is now operated under a TravelCenters of America brand.  We purchased these four properties for an aggregate amount of $16,233 and we accounted for this transaction as a business combination.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

In July 2012, we acquired a travel center in New Mexico for $5,824 and we accounted for this transaction as a business combination.  We operate this travel center as a Petro Stopping Center.

 

In August 2012, we acquired for $1,254 the business of a former franchisee at a TA travel center in Tennessee that we had subleased to the franchisee and we now operate this travel center for our own account.  We accounted for this transaction as a business combination.  See Note 5 below for further information regarding this acquisition and certain accounting effects resulting from it.

 

We have included the results of these acquired sites in our condensed consolidated financial statements from their respective dates of acquisition.  The pro forma impact of including the results of operations of the acquired business from the beginning of the periods presented in our condensed consolidated financial statements is not material to our consolidated results of operations for those periods.  The following table summarizes the amounts assigned, based on their fair values, to the assets we acquired and liabilities we assumed in the business combinations described above.  The estimates of fair values for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional information during the respective measurement periods (up to one year from the acquisition date).

 

Cash		$	139
Inventories		4,046
Other current assets		24
Property and equipment		36,941
Other noncurrent assets		570
Other current liabilities		(128		)
Other noncurrent liabilities		(370		)
Total purchase price		$	41,222

 

During the three and nine months ended September 30, 2012, we incurred and charged to expense $189 and $647, respectively, of acquisition costs related to our business combination transactions.  During the nine months ended September 30, 2011, we incurred and charged to expense $446 of acquisition costs.

 

In October 2012, we entered agreements to acquire three travel centers for a total of $14,060 and we expect to complete the purchases of these travel centers during the fourth quarter of 2012 and first quarter of 2013. However, these acquisitions are subject to conditions and, accordingly, these acquisitions may be delayed, their terms may be changed or they may not be completed.

 

5.             Related Party Transactions

 

Relationship with HPT

 

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

 

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

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Effective February 1, 2012, the annual rent amount payable under the TA Lease increased by $5,000 pursuant to the final fixed rent increase included in the HPT Leases.  Accordingly, under the current terms of the HPT Leases, our rent payments to HPT will not increase except as a result of percentage rent and rent related to sales to HPT of improvements we make to properties we lease from HPT, as further described in the following paragraphs.

 

Effective January 2012, we began to incur percentage rent payable to HPT under the TA Lease, which is based on the excess of our fuel and nonfuel revenues over the 2011 period.  The percentage rent is paid to HPT quarterly in arrears.  The total amount of this percentage rent recognized as expense during the three and nine months ended September 30, 2012 was $222 and $1,277, respectively.

 

Under the HPT Leases, we may request that HPT purchase approved amounts for renovations, improvements and equipment at the leased travel centers, in return for annual rent increases according to the following formula: the rent per year will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%.  During the nine months ended September 30, 2012, pursuant to the terms of the HPT Leases, we sold to HPT $48,282 of improvements we previously made to properties leased from HPT, and as a result, our annual rent payable to HPT increased by approximately $4,103.  As of September 30, 2012, our property and equipment balance included $11,068 for similar improvements we have made to HPT owned sites that we intend to request that HPT purchase from us for an increase in future rent; however, HPT is not obligated to purchase these improvements.

 

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

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2012			2011			2012			2011
Cash payments for rent under HPT Leases (1)		$	51,867		$	49,313		$	155,390		$	146,778
Accrued estimated percentage rent not yet paid		76			—			76			—
Required straight line rent adjustments		(1,172		)	408			(2,723		)	2,644
Less interest paid on deferred rent obligation		—			—			—			(1,450		)
Less sale/leaseback financing obligation amortization		(543		)	(512		)	(1,641		)	(1,535		)
Less portion of rent payments recognized as interest expense		(1,816		)	(1,847		)	(5,436		)	(5,541		)
Less deferred tenant improvements allowance amortization		(1,692		)	(1,692		)	(5,077		)	(5,077		)
Amortization of deferred gain on sale/leaseback transactions		(18		)	—			(52		)	—
Rent expense related to HPT Leases		46,702			45,670			140,537			135,819
Rent paid to others (2)		2,454			2,465			7,302			7,357
Straight line rent adjustments for other leases		29			67			191			163
Total real estate rent expense		$	49,185		$	48,202		$	148,030		$	143,339

(1)    Includes the final payment of $1,450 for interest on TA’s deferred rent obligation made in January 2011.

 

(2)    Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

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

		September 30,			December 31,
		2012			2011
Current HPT Leases liabilities:
Accrued rent		$	16,906		$	16,109
Current portion of sale/leaseback financing obligation (1)		2,245			2,195
Total current HPT Leases obligations		19,151			18,304
Current portion of deferred gain on sale/leaseback transactions (2)		86			68
Current portion of deferred tenant improvements allowance (3)		6,769			6,769
Total Current HPT Leases liabilities		$	26,006		$	25,141
Noncurrent HPT Leases liabilities:
Deferred rent obligation (4)		$	150,000		$	150,000
Sale/leaseback financing obligation (1)		94,157			97,765
Straight line rent accrual (5)		46,222			48,920
Total noncurrent HPT Lease obligations		290,379			296,685
Deferred gain on sale/leaseback transactions (2)		828			716
Deferred tenant improvements allowance (3)		62,607			67,684
Total Noncurrent HPT Lease liabilities		$	353,814		$	365,085

 

 

(1)            Sale/leaseback Financing Obligation.  GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheet the leased assets at thirteen of the travel centers previously owned by our predecessor that we now lease from HPT because we sublease more than a minor portion of those travel centers to third parties, and one travel center did not qualify for operating lease treatment for other reasons.  Accordingly, we recorded the leased assets at these travel centers at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale/leaseback financing obligation in our consolidated balance sheet.  We recognize a portion of the total rent payments to HPT related to these assets as amortization of the sale/leaseback financing obligation and a portion as interest expense in our consolidated statements of operations.  We determined the allocation of these rent payments to the liability and to interest expense using the effective interest method. The amounts allocated to interest expense were $1,816 and $1,847, respectively, for the three months ended September 30, 2012 and 2011 and $5,436 and $5,541, respectively, for the nine months ended September 30, 2012 and 2011.

 

In August 2012, we acquired the business of a former franchisee at a travel center that we subleased to the franchisee and that was one of the thirteen travel centers discussed in the previous paragraph.  That acquisition eliminated the sublease such that this site then qualified for sale/leaseback accounting.  Accordingly, we removed from our balance sheet the undepreciated and unamortized amounts of the assets and liabilities related to this site that were originally recorded at inception of the TA Lease.  We reduced our property and equipment balance by $1,734 and our sale/leaseback financing obligation balance by $1,917 ($68 current and $1,849 noncurrent), resulting in a gain of $183 that was deferred and will be amortized as a reduction of rent expense over the remaining term of the TA Lease.  See also footnote (2) below.

 

(2)            Deferred Gain on Sale/Leaseback Transactions.  Under GAAP, the gain or loss from the sale portion of a sale/leaseback transaction is deferred and amortized into rent expense on a straight line basis over the term of the lease.  See also footnote (1) above.

 

(3)            Deferred Tenant Improvements Allowance.  Under the TA Lease, HPT provided us with a commitment to fund up to $125,000 of capital projects at the leased sites, without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds.  In connection with this commitment, we recognized a liability for the rent deemed to be related to this improvement allowance.  This improvement allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT,

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

based upon our then expected timing of receipt of those payments.  We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of rent expense.

 

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

 

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

 

Relationship with RMR

 

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

 

Pursuant to our business management agreement with RMR, we incurred expenses of $2,753 and $2,659 for the three months ended September 30, 2012 and 2011, respectively, and $7,806 and $7,340 for the nine months ended September 30, 2012 and 2011, respectively.  In connection with our property management agreement with RMR, we incurred property management fees of $38 and $98 for the three and nine months ended September 30, 2012, respectively.  These amounts are included in selling, general and administrative expenses in our condensed consolidated financial statements.

 

Relationship with AIC

 

We, RMR, HPT and five other companies to which RMR provides management services each currently own 12.5% of Affiliates Insurance Company, or AIC, an Indiana insurance company.   All of our Directors, all of the trustees and directors of the other publicly held AIC shareholders and nearly all of the directors of RMR currently serve on the board of directors of AIC.  RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC.  Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC.  Our investment in AIC had a carrying value of $5,558 and $5,291 as of September 30, 2012, and December 31, 2011, respectively.   We recognized income of $115 and $28 for the three months ended September 30, 2012 and 2011, respectively, and $236 and $111 for the nine months ended September 30, 2012 and 2011, respectively, related to this investment.  We and the other shareholders of AIC have purchased property insurance providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts.  This program was modified and extended in June 2012 for a one year term and we paid a premium, including taxes and fees, of $3,183 in connection with that renewal, which amount may be adjusted from time to time as we acquire or dispose of properties that are included in that program.  We are also currently investigating the possibilities to expand our insurance relationships with AIC to include other types of insurance.  We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so.  By participating in this insurance business with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by possibly reducing our insurance expenses or by realizing our pro-rata share of any profits of this insurance business.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

Relationship with PTP

 

We own a 40% interest in Petro Travel Plaza Holdings LLC, or PTP, and operate the two travel centers that PTP owns for which we receive management and accounting fees.  The carrying value of our investment in PTP as of September 30, 2012 and December 31, 2011, was $14,798 and $18,571, respectively.  During the three and nine months ended September 30, 2012 and 2011, we recognized management and accounting fee income of $200 and $600, respectively.  At September 30, 2012 and December 31, 2011, we had a net payable to PTP of $763 and $559, respectively.  During the three and nine months ended September 30, 2012 and 2011, we recognized income of $686 and $469, respectively, and $1,027 and $603, respectively, related to this investment.  In June and September 2012, we received distributions from PTP of $2,000 and $2,800, respectively.  These distributions represented a return on our investment and, accordingly, are included as operating activities in the accompanying statement of cash flows.

 

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

 

6.             Commitments and Contingencies

 

Guarantees

 

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

 

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

 

Environmental Matters

 

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

 

From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our travel centers.  Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our travel centers.  In some cases we received, and may receive, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at travel centers purchased from those indemnitors.  To the extent we incur

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

material amounts for environmental matters for which we do not receive insurance or other third party reimbursement or for which we have not previously recorded a reserve, our operating results may be materially adversely affected.  In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.

At September 30, 2012, we had a gross accrued liability of $11,290 for environmental matters as well as a receivable of $3,175 for expected recoveries of certain of these estimated future expenditures, resulting in an estimated net amount of $8,115 that we expect to need to fund from future cash flows.  We do not have a reserve for unknown current or potential future environmental matters.  Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments.  We do not precisely know the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, based on our current knowledge we do not expect that our net costs for such matters to be incurred at our travel centers, individually or in the aggregate, would be material to our financial condition or results of operations.

 

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

 

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

 

Legal Proceedings

 

In February 2012, Riverside County in the State of California performed its annual inspection of the underground storage tank systems at one of our sites and subsequently asserted that we were in violation of state laws and regulations governing the operation of those systems.  We have demanded indemnification from third parties who we believe may be responsible for these alleged violations and we and the third parties are engaged in settlements negotiations with the Riverside County District Attorney’s office.

 

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

 

Beginning in December 2006, a series of class action lawsuits was filed against numerous companies in the petroleum industry, including our predecessor and our subsidiaries, in U.S. district courts in over 20 states.  Major petroleum refiners and retailers were named as defendants in one or more of these lawsuits.  The plaintiffs in the lawsuits generally allege that they are retail purchasers who purchased motor fuel at temperatures greater than 60 degrees Fahrenheit at the time of sale.  One theory alleges that the plaintiffs purchased smaller amounts of motor fuel than the amount for which defendants charged them because the defendants

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

 

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

On April 6, 2009, five independent truck stop owners, who are plaintiffs in a purported class action suit against Comdata Network, Inc., or Comdata, in the U.S. District Court for the Eastern District of Pennsylvania, filed a motion to amend their complaint to add us as a defendant, which was allowed on March 25, 2010.  The amended complaint also added as defendants Ceridian Corporation, Pilot Travel Centers LLC and Love’s Travel Stops & Country Stores, Inc.  Comdata markets fuel cards which are used for payments by trucking companies at truck stops.  The amended complaint alleged antitrust violations arising out of Comdata’s contractual relationships with truck stops in connection with its fuel cards.  The plaintiffs have sought unspecified damages and injunctive relief.  On March 24, 2011, the Court dismissed the claims against TA in the amended complaint, but granted plaintiffs leave to file a new amended complaint.  Four independent truck stop owners, as plaintiffs, filed a new amended complaint against us on April 21, 2011, repleading their claims.  On May 6, 2011, we renewed our motion to dismiss the complaint with prejudice while discovery otherwise proceeded.  The Court denied our renewed motion to dismiss on March 29, 2012, and we filed an answer to the complaint on April 30, 2012.  A trial schedule for the matter has not been set.  We believe that there are substantial factual and legal defenses to the plaintiffs’ claims against us, but that the costs to defend this case could be significant.

 

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

 

7.             Income Taxes

 

Because we do not have sufficient history of generating taxable income we do not currently recognize in our income tax provision the future benefit of all of our deferred tax assets, including the tax benefit associated with our loss carry forwards from prior years.  We will continue to assess our ability to generate taxable income during future periods in which our deferred tax assets may be realized.  If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statement of operations, which will affect our results of operations.  As a result of certain trading in our shares during 2007, our 2007 federal net operating loss of $50,346 and certain other tax credit carry forwards are generally not available to us for the purpose of offsetting future taxable income because of certain Internal Revenue Code provisions regarding changes in ownership of our common shares.  As of December 31, 2011, we had an unrestricted available federal net operating loss carry forward of approximately $137,332.  Our federal, and the majority of our state, net operating loss carry forwards will begin to expire in 2027.  Certain of our other state net operating loss carry forwards will begin to expire in 2012.  In addition, certain states have temporarily suspended the use of net operating loss carry forwards.

 

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TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

For the three months ended September 30, 2012 and 2011, we recognized tax expense of $429 and $259, respectively, which included tax expense of $213 and $207, respectively, for state taxes on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $52 in each quarter related to a noncash deferred liability arising from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.  For the three months ended September 30, 2012, tax expense also includes $164 related to a noncash deferred liability arising from foreign currency translation adjustments which are unavailable to offset our deferred tax assets.

 

For the nine months ended September 30, 2012 and 2011, we recognized tax expense of $1,062 and $710, respectively, which included tax expense of $637 and $554, respectively, for state taxes on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $156 during each of the nine month periods related to a noncash deferred liability arising from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.  For the nine months ended September 30, 2012, tax expense also includes $269 related to a noncash deferred liability arising from foreign currency translation adjustments which are unavailable to offset our deferred tax assets.

 

8.              Other Information

 

Interest expense consisted of the following:

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2012			2011			2012			2011
HPT rent classified as interest		$	1,816		$	1,847		$	5,436		$	5,541
Amortization of deferred financing costs		89			72			263			214
Other		733			445			1,933			933
Interest expense		$	2,638		$	2,364		$	7,632		$	6,688

 

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

 

Overview (dollars in thousands)

 

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

 

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

 

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

 

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

 

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Number of Travel Center Sites

 

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

 

						Franchisee
						Owned
		Company		Franchisee		and
		Operated		Operated		Operated		Total
Number of travel centers at December 31, 2010		188		10		30		228
January - September 2011 Activity:
Acquired travel centers		5		—		—		5
Acquisition of franchised travel center		1		—		(1	)	—
Opened franchised travel center		—		—		2		2
Number of travel centers at September 30, 2011		194		10		31		235
September - December 2011 Activity:
New franchised travel centers		—		—		2		2
Number of travel centers at December 31, 2011		194		10		33		237
January — September 2012 Activity:
Acquired travel centers		5		—		—		5
Acquisition of franchised travel centers		5		(1	)	(4	)	—
Number of travel centers at September 30, 2012		204		9		29		242

 

Relevance of Fuel Revenues

 

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

 

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Results of Operations (dollars in thousands)

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

 

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

 

		Three Months Ended September 30,						$			%
(dollars in thousands)		2012			2011			Change			Change
Revenues:
Fuel		$	1,666,810		$	1,734,621		$	(67,811	)	-3.9	%
Nonfuel		363,402			348,790			14,612			4.2	%
Rent and royalties		3,941			3,874			67			1.7	%
Total revenues		2,034,153			2,087,285			(53,132		)	-2.5	%
Cost of goods sold (excluding depreciation):
Fuel		1,581,830			1,653,299			(71,469		)	-4.3	%
Nonfuel		164,017			152,780			11,237			7.4	%
Total cost of goods sold (excluding depreciation)		1,745,847			1,806,079			(60,232		)	-3.3	%
Operating expenses:
Site level operating expenses		179,737			176,274			3,463			2.0	%
Selling, general & administrative expense		25,577			22,360			3,217			14.4	%
Real estate rent		49,185			48,202			983			2.0	%
Depreciation and amortization expense		12,874			11,770			1,104			9.4	%
Total operating expenses		267,373			258,606			8,767			3.4	%
Income from operations		20,933			22,600			(1,667		)	-7.4	%
Income from equity investees		801			497			304			61.2	%
Acquisition costs		(189		)	—			(189		)	-100.0	%
Interest income		512			319			193			60.5	%
Interest expense		(2,638		)	(2,364		)	(274		)	-11.6	%
Income before income taxes		19,419			21,052			(1,633		)	-7.8	%
Provision for income taxes		429			259			170			65.6	%
Net income		$	18,990		$	20,793		$	(1,803	)	-8.7	%

 

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