UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 |
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OR |
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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)
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Delaware |
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20-5701514 |
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(State of organization) |
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(IRS Employer Identification No.) |
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)
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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American Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of
“accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check One):
Large Accelerated Filer o Accelerated Filer o Non –Accelerated Filer x
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
On June 30, 2006, the registrant’s common shares were not publicly traded.
Number of the registrant’s common shares outstanding as of March 15, 2007: 8,808,575.065
In this Annual Report on Form 10-K, the terms “TA”, “TravelCenters”, the “Company”, “we”, “us” and “our” include TravelCenters of America LLC, and its consolidated subsidiaries, unless the context indicates otherwise.
DOCUMENTS INCORPORATED BY REFERENCE
None.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
OUR ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD LOOKING STATEMENTS INCLUDE:
· OUR ABILITY TO MANAGE EFFFECTIVELY THE TRAVEL CENTERS THAT COMPRISE OUR NETWORK;
· OUR ABILITY TO OPERATE AS A PUBLIC COMPANY;
· OUR ABILITY TO GENERATE CASH FLOW IN EXCESS OF OUR RENT TO HOSPITALITY PROPERTIES TRUST AND OUR OTHER EXPENSES;
· OUR ABILITY TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES;
· OUR ABILITY TO PROCURE SUFFICIENT FUEL TO SUPPLY OUR CUSTOMERS;
· OUR POLICIES AND PLANS REGARDING OPERATIONS, ACQUISITIONS, DEVELOPMENT ACTIVITIES, FINANCING, LITIGATION AND OTHER MATTERS;
· OUR ABILITY TO ACCESS CAPITAL MARKETS AND OTHER SOURCES OF FUNDS;
· COMPLIANCE WITH AND CHANGES TO REGULATIONS AND OTHER FACTORS AFFECTING THE FUEL MARKETING INDUSTRY;
· COMPETITION IN THE TRAVEL CENTER INDUSTRY; AND
· OTHER RISKS MAY ADVERSELY IMPACT US, AS DESCRIBED MORE FULLY UNDER “ITEM 1A. RISK FACTORS”.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
2
TRAVELCENTERS OF AMERICA LLC
2006 FORM 10-K ANNUAL REPORT
Table of Contents
3
General
We are a limited liability company formed under Delaware law on October 10, 2006, as a wholly owned subsidiary of Hospitality Properties Trust, or Hospitality Trust, in connection with Hospitality Trust’s planned acquisition of TravelCenters of America, Inc., that was completed on January 31, 2007. Our initial capitalization in a nominal amount was provided by Hospitality Trust on our formation date. From that time through January 31, 2007, we conducted no business activities. As described in more detail elsewhere in this Annual Report on Form 10-K, on January 31, 2007 Hospitality Trust acquired TravelCenters of America, Inc., restructured this acquired business and distributed all of our common shares to the shareholders of Hospitality Trust. Our business includes all of the assets of TravelCenters of America, Inc. not retained by Hospitality Trust, the right and obligation to lease and operate the travel centers retained by Hospitality Trust and cash that Hospitality Trust contributed to us prior to the spin off.
Business Overview
We operate and franchise travel centers primarily along the U.S. interstate highway system. Our customers include long haul trucking fleets and their drivers, independent truck drivers and motorists. At March 15, 2007, our geographically diversified network included 164 travel centers located in 40 states in the U.S. and the province of Ontario, Canada. Many of our travel centers were originally developed more than 25 years ago when prime real estate locations along the interstate highway system were more readily available than they are today, a factor which we believe would make it difficult to replicate a network such as ours. We believe that our nationwide network provides an advantage to long haul trucking fleets by enabling them to reduce the number of their suppliers by routing their trucks within our network from coast to coast.
We offer a broad range of products and services, including diesel fuel and gasoline, truck repair and maintenance services, full service restaurants, more than 20 different brands of quick service restaurants, or QSRs, travel and convenience stores and other driver amenities.
The U.S. travel center and truck stop industry in which we operate consists of travel centers, truck stops, diesel fuel outlets and similar properties designed to meet the needs of long haul trucking fleets and their drivers, independent truck drivers and motorists. We believe that the travel center and truck stop industry is highly fragmented, with in excess of 3,000 travel centers and truck stops located on or near highways nationwide.
History of our Predecessor
TravelCenters of America, Inc., or our predecessor, was formed in December 1992 by a group of institutional investors. In April 1993 our predecessor acquired the travel center assets of Unocal Corporation, or Unocal. The Unocal network included 139 travel centers, of which 95 were leased to third party operators, 42 were franchisee operated and two were operated by our predecessor. The Unocal network operated principally as a fuel wholesaler and franchisor.
In December 1993 our predecessor acquired the travel center assets of The British Petroleum Company plc., or BP. The BP network included 38 company operated and six franchisee operated travel centers. In contrast to the Unocal network, the BP network was principally an owner operator of travel centers.
In January 1997 our predecessor changed its business strategy to align the operation of the then 122 travel center Unocal network and the then 49 travel center BP network into a single network operated under the “TravelCenters of America” and “TA” brand names.
4
Network Development
Since 1997 a number of steps have increased the consistency of our operations and, we believe, otherwise made our network more attractive to our customers. From 1997 to March 15, 2007, we or our predecessor:
· acquired 50 travel centers, including three multi-property acquisitions of more than ten travel centers;
· designed, developed and constructed six travel centers;
· took over the operations of 51 travel centers which were previously leased to third parties;
· razed and rebuilt seven travel centers;
· reduced the net number of franchised travel centers by 22; and
· sold or closed 41 travel centers which were duplicative or nonstrategic.
Re-imaging Program. Beginning in 1997 our predecessor pursued a capital program to upgrade, rebrand and otherwise re-image our travel centers. Through March 15, 2007, re-image projects have been completed at 40 of our travel centers at an average investment of $2.1 million each. These re-image projects typically include the addition of standardized architectural features to building facades, expansion of the area of travel and convenience stores, addition of a food court with two or three QSRs, renovation of showers and restrooms and updates to our full service restaurants. Also, through March 15, 2007, smaller scale re-image projects, which typically do not involve expansion of the building or addition of a food court, at another 78 travel centers have been completed at an average cost of $0.3 million each.
Freightliner Agreement. In 1999 our predecessor entered an agreement with Freightliner LLC, a DaimlerChrysler company. Freightliner is a leading manufacturer of heavy trucks in North America. We are an authorized provider of repair work and specified warranty repairs to Freightliner’s customers through the Freightliner ServicePoint® program. Our truck maintenance and repair facilities are part of Freightliner’s 24 hour customer assistance database for emergency and roadside repair referrals and we have access to Freightliner’s parts distribution, service and technical information systems.
Maintenance and Repair Capacity Expansion Program. Beginning in 2004 our predecessor built additional truck maintenance and repair bays at existing travel centers in our network. We believe that additional maintenance and repair bays increase our revenue generating capacity by increasing productivity and reducing customer wait times. The number of our maintenance and repair bays has increased since 2004 by over 120 bays to over 630 bays at March 15, 2007.
Our Growth Strategy
Expansion through Organic Growth. We plan to continue the standardization of our travel centers and to increase the services we offer to attract professional truck drivers and motorists. We have identified eight additional travel centers that we operate that we intend to re-image and one travel center which we intend to raze and rebuild over the next two to three years. We have also identified travel centers at which we believe we can add 40 maintenance and repair bays during that same time period. We believe that we have other opportunities to increase our revenues, including, but not limited to, the expansion of the number of gasoline lanes at several of our travel centers to increase the number of gasoline customers serviced simultaneously, continued investment in our capital improvement program to keep our properties efficient and attractive to customers and continuing our customer loyalty and customer satisfaction programs.
5
Expansion through Acquisition. There are segments along the U.S. and Canadian interstate highway system that we consider to be strategic but where we do not have an adequate presence. We believe that our existing network affords us the opportunity to make acquisitions of travel centers that may benefit from becoming part of our network, and we intend to pursue such acquisitions. Our predecessor purchased a travel center in Illinois in November 2006 and converted it to the TA brand. We regularly evaluate opportunities to expand our network through acquisitions, some of which may be significant in size.
Expansion through Development. We plan to continue expansion of our network by building new travel centers. We have developed a “prototype” design and a smaller “protolite” design to standardize new travel centers. Since 1999 we or our predecessor have constructed seven travel centers in the prototype design and six travel centers in the protolite design. Our prototype design is generally appropriate for markets in which we can obtain large parcels of land and which have sufficient demand to support a full service restaurant. Both the prototype and protolite designs include nationally branded QSRs, the key differences in the two designs being that the prototype design includes a restaurant and a larger truck parking area while the Protolite design does not have a restaurant and has a smaller truck parking area. As a result, our protolite design requires significantly less land and enables us to establish a presence in certain markets at lower costs. Most of our existing travel centers are akin to the prototype design in that they contain a restaurant and are on larger parcels of land with larger truck parking areas. In March 2007, we opened a newly built protolite travel center in Livingston, CA. As of March 15, 2007, we are developing a prototype travel center in Laredo, TX, which we expect to open during 2007.
Expansion through Franchising. At some locations, we may find that opportunities to expand our network are not available to us as development or acquisition opportunities. In those cases, we may seek to expand our franchisee network.
Our Network
At March 15, 2007, our network consisted of:
· 136 travel centers leased from Hospitality Trust and operated by us;
· ten travel centers leased from Hospitality Trust and subleased to and operated by our franchisees;
· two travel centers we operate on sites we own;
· three travel centers that we operate on sites owned by parties other than Hospitality Trust; and
· 13 travel centers that are owned and operated by our franchisees.
Our typical travel center contains:
· over 20 acres of land with parking for 170 tractor trailers and 100 cars;
· a 150 seat, full service restaurant and one to three QSRs that we operate as a franchisee under various brands;
· a truck repair facility and parts store;
· multiple diesel and gasoline fueling points; and
· a travel and convenience store, game room, lounge and other amenities for professional truck drivers and motorists.
6
In addition, some of our travel centers include a hotel.
Our travel centers are designed to appeal to drivers whether they seek a quick stop or a more extended visit. Substantially all of our travel centers are full service sites located on or near an interstate highway and offer fuel and non-fuel products and services 24 hours per day, 365 days per year.
Properties. The physical layouts of the travel centers in our network vary from site to site. The majority of the developed acreage at our travel centers consists of truck and car fuel islands, separate truck and car parking lots, a main building, which contains a full service restaurant and one or more QSRs, a travel and convenience store, a truck maintenance and repair shop and other amenities.
Product and Service Offering. We offer diverse products and services to complement our diesel fuel business, including:
· Gasoline. We sell branded and unbranded gasoline. Of the 164 travel centers in our network as of March 15, 2007, we offer branded gasoline at 104 travel centers and unbranded gasoline at 46 travel centers. Only 14 of our travel centers do not sell gasoline.
· 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 are operated under the “Country Pride®,” “Buckhorn Family Restaurants®” and “Fork in the Road®” brands, which we have the right to use under our Hospitality Trust lease, and offer menu table service and buffets. We also offer more than 20 different brands of QSRs, including Arby’s®, Burger King®, Pizza Hut®, Popeye’s Chicken & Biscuits®, Starbuck’s Coffee®, Subway® and Taco Bell®. As of March 15, 2007, 150 of our travel centers included a full service restaurant, 113 of our travel centers offered at least one branded QSR and there were a total of 223 QSRs in our network. The restaurants and QSRs in travel centers we operate are staffed by our employees.
· Truck Repair and Maintenance Shops. All but four of our network travel centers have truck repair and maintenance shops. The typical repair and maintenance shop has between two and six service bays and a parts storage room and is staffed by our mechanics. 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 and tire repair to specialty services such as diagnostics and repair of air conditioning, air brake and electrical systems. Our work is backed by a warranty honored at all of our repair and maintenance facilities. As described above, our truck repair and maintenance facilities provide certain warranty work on Freightliner brand trucks through our participation in the Freightliner ServicePoint® program.
· Travel and Convenience Stores. Each of our travel centers has a travel and convenience store which offers merchandise to truck drivers, motorists, recreational vehicle operators and bus drivers and passengers. Each travel and convenience store has a selection of over 4,000 items, including food and snack items, beverages, non-prescription drug and beauty aids, batteries, automobile accessories, and music and video products. In addition to complete travel and convenience store offerings, the stores sell items specifically designed for the truck driver’s on the road lifestyle, including laundry supplies, clothing and truck accessories. Most of our stores also have a “to go” snack bar as an additional food offering.
· Additional Driver Services. We believe that trucking fleets can improve the retention and recruitment of truck drivers by directing them to visit high quality, full service travel centers. We strive to provide a consistently high level of service and amenities to professional truck drivers at all of our travel centers, making our network an attractive choice for trucking fleets. Most of our travel centers provide truck drivers with access to specialized business services, including an information center where drivers can send
7
and receive faxes, overnight mail and other communications and a banking desk where drivers can cash checks and receive funds transfers from fleet operators. The typical travel center also has a video game room, a laundry area with washers and dryers, private shower areas and areas designated for truck drivers only, including a television room with a video player and comfortable seating.
· Marketing. We offer truck drivers a “loyal fueler” program, called the RoadKing Club SM , that is similar to the frequent flyer programs offered by airlines. Drivers receive a point for each gallon of diesel fuel purchased and each dollar spent on selected non-fuel products and services. These points can be redeemed for discounts on non-fuel products and services at any of our travel centers. We publish a bi-monthly magazine called “Road King SM” which includes articles and advertising of interest to professional truck drivers.
· Hotels. Our network includes 21 travel centers that offer hotels with an average capacity of 38 rooms. Generally, these hotels are operated under franchise contracts with nationally branded chains, including Days Inn®, HoJo Inn®, Knight’s Inn®, Rodeway® and Travelodge®.
Operations
Fuel. We purchase diesel fuel from various suppliers at rates that fluctuate with market prices and generally are reset daily, and we sell fuel to our customers at prices that we establish daily. By establishing supply relationships with an average of four to five alternate suppliers per location, we believe we are able to effectively create competition for our purchases among various diesel fuel suppliers on a daily basis. We also believe that purchasing arrangements with multiple diesel fuel suppliers may help us avoid product outages during times of diesel fuel supply disruptions. We have a single source of supply for gasoline at most of our travel centers that offer branded gasoline; our travel centers selling unbranded gasoline generally purchase gasoline from multiple sources.
Generally our fuel purchases are delivered directly from suppliers’ terminals to our travel centers. We do not contract to purchase substantial quantities of fuel to keep as inventory. We generally have less than three days of diesel fuel inventory at our travel centers. We are exposed to price increases and interruptions in supply. We believe our exposure to market price increases for diesel fuel is mitigated by the significant percentage of our total diesel fuel sales volume that is sold under pricing formulas that are indexed to market prices, which reset daily. We do not engage in any fixed price fuel contracts with customers. We may engage, from time to time, in a minimal level of hedging of the price of our fuel purchases with futures and other derivative instruments that primarily are traded on the New York Mercantile Exchange. We had no derivative instruments as of March 15, 2007.
Non-fuel products. We have many sources for the large variety of non-fuel products that we sell. We have developed strategic relationships with several suppliers of key non-fuel products, including Freightliner LLC for truck parts, Bridgestone/Firestone Tire Sales Company for truck tires and ExxonMobil for Mobil brand lubricants and oils. We believe that our relationships with these and our other suppliers are satisfactory.
Centralized purchasing and distribution. We maintain a distribution center near Nashville, Tennessee with 85,000 square feet of space. Our distribution center distributes a variety of non-fuel and non-perishable products to our travel center network using a combination of contract carriers and our fleet of trucks and trailers. We believe we realize cost savings by using our consolidated purchasing power to negotiate volume discounts with our suppliers and that using our own national distribution center helps us control shipping charges.
Our Travel Centers
Our travel centers are geographically diversified, located in 40 states in the U.S. and in Ontario, Canada. The travel centers we operate and their significant services and amenities are generally described in the chart below (travel centers operated by our franchisees are shown separately – see “– Relationships with Franchisees”. The listed properties are owned by Hospitality Trust and leased by us unless otherwise indicated.
8
|
City |
|
State |
|
Total |
|
Building |
|
Car |
|
Truck |
|
Gasoline |
|
# Diesel |
|
Store |
|
Full service |
|
Truck |
|
QSRs |
|
Hotel |
|
|
Mobile |
|
AL |
|
15 |
|
16,685 |
|
77 |
|
89 |
|
ü |
|
6 |
|
1,722 |
|
ü |
|
ü |
|
|
|
|
|
|
Tuscaloosa |
|
AL |
|
15 |
|
28,619 |
|
140 |
|
151 |
|
ü |
|
10 |
|
2,491 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Prescott |
|
AR |
|
26 |
|
19,202 |
|
144 |
|
292 |
|
ü |
|
10 |
|
2,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
West Memphis |
|
AR |
|
47 |
|
21,895 |
|
76 |
|
170 |
|
ü |
|
8 |
|
2,660 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Eloy |
|
AZ |
|
22 |
|
26,269 |
|
87 |
|
234 |
|
ü |
|
12 |
|
2,820 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Kingman |
|
AZ |
|
28 |
|
13,231 |
|
100 |
|
115 |
|
ü |
|
9 |
|
2,100 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Tonopah |
|
AZ |
|
53 |
|
21,475 |
|
80 |
|
407 |
|
ü |
|
12 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Willcox |
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AZ |
|
21 |
|
16,459 |
|
75 |
|
229 |
|
ü |
|
8 |
|
2,600 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Barstow |
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CA |
|
25 |
|
24,654 |
|
122 |
|
303 |
|
ü |
|
16 |
|
3,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Buttonwillow |
|
CA |
|
16 |
|
13,880 |
|
129 |
|
170 |
|
ü |
|
7 |
|
2,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Coachella |
|
CA |
|
17 |
|
30,458 |
|
140 |
|
205 |
|
ü |
|
12 |
|
2,880 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Corning |
|
CA |
|
24 |
|
20,945 |
|
54 |
|
254 |
|
ü |
|
14 |
|
3,696 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Livingston(1) |
|
CA |
|
11 |
|
24,000 |
|
128 |
|
105 |
|
ü |
|
6 |
|
2,730 |
|
|
|
ü |
|
ü |
|
|
|
|
Ontario East |
|
CA |
|
32 |
|
32,696 |
|
132 |
|
559 |
|
|
|
16 |
|
4,224 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Ontario West |
|
CA |
|
35 |
|
23,893 |
|
76 |
|
549 |
|
ü |
|
10 |
|
1,450 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Redding |
|
CA |
|
20 |
|
17,853 |
|
87 |
|
196 |
|
ü |
|
10 |
|
2,400 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Santa Nella |
|
CA |
|
23 |
|
12,904 |
|
100 |
|
240 |
|
ü |
|
8 |
|
2,200 |
|
ü |
|
ü |
|
|
|
|
|
|
Wheeler Ridge(2) |
|
CA |
|
20 |
|
20,514 |
|
111 |
|
130 |
|
ü |
|
8 |
|
2,800 |
|
|
|
ü |
|
ü |
|
|
|
|
Denver East |
|
CO |
|
27 |
|
30,676 |
|
117 |
|
224 |
|
ü |
|
8 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Denver West |
|
CO |
|
13 |
|
12,660 |
|
40 |
|
163 |
|
ü |
|
7 |
|
2,200 |
|
ü |
|
ü |
|
|
|
|
|
|
Limon |
|
CO |
|
11 |
|
16,906 |
|
60 |
|
104 |
|
ü |
|
12 |
|
3,600 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Milldale |
|
CT |
|
13 |
|
15,580 |
|
77 |
|
145 |
|
ü |
|
9 |
|
2,153 |
|
ü |
|
ü |
|
|
|
|
|
|
New Haven |
|
CT |
|
12 |
|
12,953 |
|
64 |
|
170 |
|
ü |
|
10 |
|
3,000 |
|
|
|
ü |
|
ü |
|
|
|
|
Willington |
|
CT |
|
43 |
|
19,870 |
|
155 |
|
240 |
|
ü |
|
8 |
|
2,696 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Marianna |
|
FL |
|
32 |
|
18,028 |
|
105 |
|
112 |
|
ü |
|
9 |
|
1,800 |
|
ü |
|
ü |
|
|
|
|
|
|
Tampa |
|
FL |
|
10 |
|
22,094 |
|
75 |
|
158 |
|
ü |
|
6 |
|
2,500 |
|
|
|
ü |
|
ü |
|
|
|
|
Vero Beach |
|
FL |
|
28 |
|
16,579 |
|
88 |
|
162 |
|
ü |
|
8 |
|
1,650 |
|
ü |
|
ü |
|
|
|
|
|
|
Wildwood |
|
FL |
|
23 |
|
24,022 |
|
100 |
|
170 |
|
ü |
|
10 |
|
2,832 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Atlanta |
|
GA |
|
18 |
|
24,180 |
|
128 |
|
218 |
|
|
|
10 |
|
2,400 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Brunswick(3) |
|
GA |
|
28 |
|
15,000 |
|
91 |
|
81 |
|
|
|
— |
|
— |
|
|
|
ü |
|
|
|
|
|
|
Cartersville |
|
GA |
|
21 |
|
30,676 |
|
105 |
|
212 |
|
ü |
|
8 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Commerce |
|
GA |
|
13 |
|
14,238 |
|
80 |
|
133 |
|
ü |
|
8 |
|
1,800 |
|
ü |
|
ü |
|
|
|
|
|
|
Cordele(2) |
|
GA |
|
29 |
|
52,198 |
|
90 |
|
114 |
|
ü |
|
12 |
|
3,884 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Madison |
|
GA |
|
12 |
|
16,446 |
|
105 |
|
149 |
|
ü |
|
7 |
|
2,400 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Savannah |
|
GA |
|
20 |
|
15,773 |
|
80 |
|
175 |
|
ü |
|
7 |
|
2,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Council Bluffs |
|
IA |
|
11 |
|
15,684 |
|
84 |
|
78 |
|
ü |
|
8 |
|
2,150 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Boise |
|
ID |
|
13 |
|
20,700 |
|
34 |
|
95 |
|
ü |
|
8 |
|
2,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Bloomington |
|
IL |
|
19 |
|
14,261 |
|
95 |
|
147 |
|
|
|
8 |
|
1,600 |
|
ü |
|
ü |
|
|
|
|
|
|
Chicago North |
|
IL |
|
63 |
|
26,400 |
|
105 |
|
215 |
|
ü |
|
10 |
|
2,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Effingham |
|
IL |
|
13 |
|
30,397 |
|
127 |
|
137 |
|
ü |
|
11 |
|
2,789 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Elgin |
|
IL |
|
15 |
|
20,023 |
|
97 |
|
92 |
|
ü |
|
9 |
|
3,120 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Mt Vernon |
|
IL |
|
33 |
|
21,839 |
|
97 |
|
169 |
|
ü |
|
8 |
|
2,900 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Troy |
|
IL |
|
20 |
|
24,340 |
|
83 |
|
87 |
|
ü |
|
8 |
|
2,440 |
|
ü |
|
ü |
|
|
|
|
|
|
Gary |
|
IN |
|
22 |
|
33,344 |
|
109 |
|
318 |
|
ü |
|
16 |
|
2,102 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Lake Station |
|
IN |
|
23 |
|
25,130 |
|
170 |
|
252 |
|
ü |
|
17 |
|
2,896 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Porter |
|
IN |
|
35 |
|
22,000 |
|
51 |
|
212 |
|
ü |
|
12 |
|
2,330 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Seymour |
|
IN |
|
16 |
|
15,807 |
|
55 |
|
167 |
|
ü |
|
9 |
|
1,440 |
|
ü |
|
ü |
|
|
|
|
|
|
Whitestown |
|
IN |
|
39 |
|
12,953 |
|
96 |
|
172 |
|
ü |
|
8 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Florence |
|
KY |
|
11 |
|
18,783 |
|
87 |
|
123 |
|
ü |
|
8 |
|
2,600 |
|
|
|
ü |
|
ü |
|
|
|
|
Walton |
|
KY |
|
9 |
|
15,988 |
|
46 |
|
99 |
|
ü |
|
8 |
|
2,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Lafayette |
|
LA |
|
14 |
|
17,034 |
|
47 |
|
94 |
|
ü |
|
7 |
|
2,400 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Slidell |
|
LA |
|
22 |
|
20,607 |
|
145 |
|
159 |
|
ü |
|
10 |
|
2,200 |
|
ü |
|
ü |
|
|
|
|
|
|
Tallulah |
|
LA |
|
17 |
|
18,625 |
|
75 |
|
135 |
|
ü |
|
8 |
|
2,500 |
|
ü |
|
ü |
|
|
|
|
|
|
Baltimore |
|
MD |
|
21 |
|
65,884 |
|
92 |
|
181 |
|
|
|
8 |
|
3,500 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Elkton |
|
MD |
|
30 |
|
21,576 |
|
125 |
|
164 |
|
ü |
|
10 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Jessup |
|
MD |
|
25 |
|
88,889 |
|
100 |
|
453 |
|
|
|
10 |
|
6,400 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Ann Arbor |
|
MI |
|
32 |
|
18,477 |
|
90 |
|
205 |
|
ü |
|
10 |
|
2,400 |
|
ü |
|
ü |
|
|
|
|
|
|
Monroe |
|
MI |
|
33 |
|
20,383 |
|
105 |
|
156 |
|
ü |
|
8 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Saginaw |
|
MI |
|
11 |
|
13,735 |
|
84 |
|
70 |
|
ü |
|
8 |
|
1,800 |
|
ü |
|
ü |
|
|
|
|
|
|
Sawyer |
|
MI |
|
23 |
|
27,920 |
|
100 |
|
140 |
|
ü |
|
12 |
|
3,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Rogers |
|
MN |
|
12 |
|
17,291 |
|
93 |
|
150 |
|
ü |
|
8 |
|
1,950 |
|
ü |
|
ü |
|
|
|
|
|
|
Concordia |
|
MO |
|
20 |
|
24,200 |
|
100 |
|
146 |
|
ü |
|
10 |
|
2,365 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Foristell |
|
MO |
|
17 |
|
14,162 |
|
111 |
|
95 |
|
ü |
|
8 |
|
2,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Matthews |
|
MO |
|
29 |
|
16,815 |
|
62 |
|
114 |
|
ü |
|
8 |
|
1,920 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Oak Grove |
|
MO |
|
15 |
|
19,777 |
|
97 |
|
132 |
|
ü |
|
10 |
|
2,900 |
|
ü |
|
ü |
|
ü |
|
|
|
9
|
City |
|
State |
|
Total |
|
Building |
|
Car |
|
Truck |
|
Gasoline |
|
# Diesel |
|
Store |
|
Full service |
|
Truck |
|
QSRs |
|
Hotel |
|
|
Meridian |
|
MS |
|
13 |
|
17,330 |
|
41 |
|
90 |
|
ü |
|
8 |
|
2,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Candler |
|
NC |
|
20 |
|
12,853 |
|
45 |
|
98 |
|
ü |
|
8 |
|
1,536 |
|
ü |
|
ü |
|
|
|
|
|
|
Greensboro |
|
NC |
|
29 |
|
29,508 |
|
122 |
|
186 |
|
ü |
|
12 |
|
2,798 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Grand Island |
|
NE |
|
19 |
|
19,223 |
|
64 |
|
82 |
|
ü |
|
6 |
|
2,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Ogallala |
|
NE |
|
17 |
|
17,594 |
|
72 |
|
94 |
|
ü |
|
8 |
|
2,516 |
|
ü |
|
ü |
|
|
|
|
|
|
Greenland |
|
NH |
|
7 |
|
17,361 |
|
33 |
|
105 |
|
ü |
|
9 |
|
2,646 |
|
ü |
|
|
|
|
|
|
|
|
Bloomsbury |
|
NJ |
|
13 |
|
23,660 |
|
96 |
|
129 |
|
ü |
|
10 |
|
2,840 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Columbia |
|
NJ |
|
16 |
|
17,573 |
|
90 |
|
185 |
|
ü |
|
11 |
|
2,472 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Paulsboro |
|
NJ |
|
25 |
|
19,206 |
|
44 |
|
175 |
|
ü |
|
12 |
|
3,165 |
|
ü |
|
ü |
|
|
|
|
|
|
Albuquerque |
|
NM |
|
12 |
|
20,318 |
|
96 |
|
150 |
|
ü |
|
8 |
|
1,700 |
|
ü |
|
ü |
|
|
|
|
|
|
Gallup |
|
NM |
|
15 |
|
17,916 |
|
121 |
|
76 |
|
ü |
|
8 |
|
1,100 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Las Cruces |
|
NM |
|
19 |
|
30,667 |
|
102 |
|
232 |
|
ü |
|
9 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Moriarity |
|
NM |
|
26 |
|
18,718 |
|
55 |
|
245 |
|
ü |
|
10 |
|
2,400 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Santa Rosa |
|
NM |
|
25 |
|
25,694 |
|
57 |
|
116 |
|
ü |
|
11 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Las Vegas |
|
NV |
|
12 |
|
20,207 |
|
116 |
|
144 |
|
ü |
|
10 |
|
2,600 |
|
|
|
ü |
|
ü |
|
|
|
|
Mill City |
|
NV |
|
73 |
|
38,613 |
|
88 |
|
152 |
|
ü |
|
10 |
|
2,200 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Sparks |
|
NV |
|
15 |
|
24,827 |
|
122 |
|
200 |
|
ü |
|
8 |
|
3,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Binghamton |
|
NY |
|
10 |
|
5,726 |
|
55 |
|
111 |
|
ü |
|
8 |
|
1,400 |
|
ü |
|
ü |
|
|
|
|
|
|
Dansville |
|
NY |
|
16 |
|
13,580 |
|
86 |
|
102 |
|
ü |
|
12 |
|
1,900 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Fultonville |
|
NY |
|
15 |
|
39,345 |
|
32 |
|
112 |
|
ü |
|
10 |
|
1,500 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Maybrook |
|
NY |
|
16 |
|
20,499 |
|
85 |
|
188 |
|
ü |
|
12 |
|
2,000 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Pembroke |
|
NY |
|
16 |
|
13,807 |
|
108 |
|
132 |
|
ü |
|
8 |
|
1,800 |
|
ü |
|
ü |
|
|
|
|
|
|
Ashland |
|
OH |
|
7 |
|
12,888 |
|
106 |
|
— |
|
ü |
|
— |
|
4,000 |
|
|
|
ü |
|
ü |
|
|
|
|
Dayton |
|
OH |
|
90 |
|
12,281 |
|
62 |
|
232 |
|
ü |
|
7 |
|
2,300 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Hebron |
|
OH |
|
17 |
|
20,337 |
|
39 |
|
141 |
|
ü |
|
10 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Jeffersonville |
|
OH |
|
12 |
|
20,257 |
|
87 |
|
125 |
|
ü |
|
8 |
|
3,120 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Kingsville |
|
OH |
|
37 |
|
23,206 |
|
51 |
|
158 |
|
ü |
|
10 |
|
3,024 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Lodi |
|
OH |
|
25 |
|
33,775 |
|
133 |
|
237 |
|
ü |
|
10 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
London |
|
OH |
|
27 |
|
19,224 |
|
109 |
|
185 |
|
ü |
|
8 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
North Canton |
|
OH |
|
11 |
|
8,466 |
|
77 |
|
93 |
|
|
|
8 |
|
950 |
|
ü |
|
ü |
|
|
|
|
|
|
Toledo |
|
OH |
|
18 |
|
19,156 |
|
108 |
|
207 |
|
ü |
|
10 |
|
2,116 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Youngstown |
|
OH |
|
16 |
|
30,466 |
|
120 |
|
161 |
|
|
|
10 |
|
2,200 |
|
ü |
|
ü |
|
|
|
|
|
|
Oklahoma City East |
|
OK |
|
19 |
|
26,327 |
|
77 |
|
175 |
|
ü |
|
10 |
|
2,500 |
|
ü |
|
ü |
|
|
|
|
|
|
Oklahoma City West |
|
OK |
|
19 |
|
18,622 |
|
72 |
|
150 |
|
ü |
|
8 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Sayre |
|
OK |
|
20 |
|
10,439 |
|
25 |
|
101 |
|
ü |
|
9 |
|
1,900 |
|
|
|
ü |
|
ü |
|
|
|
|
Portland |
|
OR |
|
20 |
|
17,135 |
|
30 |
|
275 |
|
ü |
|
8 |
|
2,849 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Troutdale |
|
OR |
|
25 |
|
44,282 |
|
73 |
|
225 |
|
ü |
|
10 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Barkeyville |
|
PA |
|
61 |
|
9,426 |
|
135 |
|
112 |
|
ü |
|
8 |
|
1,050 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Bloomsburg |
|
PA |
|
13 |
|
19,105 |
|
104 |
|
190 |
|
ü |
|
8 |
|
1,885 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Brookville |
|
PA |
|
49 |
|
20,600 |
|
109 |
|
264 |
|
ü |
|
8 |
|
2,350 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Greencastle |
|
PA |
|
24 |
|
14,149 |
|
114 |
|
194 |
|
ü |
|
12 |
|
3,335 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Harborcreek |
|
PA |
|
27 |
|
25,227 |
|
138 |
|
266 |
|
ü |
|
10 |
|
2,900 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Harrisburg |
|
PA |
|
54 |
|
20,195 |
|
110 |
|
178 |
|
|
|
9 |
|
2,200 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Lamar |
|
PA |
|
68 |
|
11,625 |
|
95 |
|
168 |
|
ü |
|
9 |
|
1,500 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Milesburg |
|
PA |
|
11 |
|
8,822 |
|
30 |
|
122 |
|
ü |
|
8 |
|
1,360 |
|
ü |
|
ü |
|
|
|
|
|
|
Florence(2) |
|
SC |
|
10 |
|
30,340 |
|
94 |
|
77 |
|
ü |
|
9 |
|
3,000 |
|
|
|
|
|
ü |
|
|
|
|
Manning |
|
SC |
|
15 |
|
17,946 |
|
80 |
|
84 |
|
ü |
|
8 |
|
2,600 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Spartanburg |
|
SC |
|
26 |
|
31,682 |
|
122 |
|
187 |
|
ü |
|
8 |
|
1,740 |
|
ü |
|
ü |
|
|
|
|
|
|
Antioch |
|
TN |
|
22 |
|
20,856 |
|
158 |
|
154 |
|
ü |
|
9 |
|
2,200 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Franklin |
|
TN |
|
13 |
|
15,922 |
|
91 |
|
100 |
|
ü |
|
8 |
|
1,500 |
|
ü |
|
ü |
|
|
|
|
|
|
Knoxville |
|
TN |
|
24 |
|
22,868 |
|
99 |
|
128 |
|
|
|
10 |
|
2,314 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Nashville |
|
TN |
|
17 |
|
23,280 |
|
230 |
|
154 |
|
|
|
10 |
|
2,257 |
|
ü |
|
ü |
|
|
|
|
|
|
Amarillo West |
|
TX |
|
25 |
|
33,226 |
|
150 |
|
243 |
|
ü |
|
8 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Baytown |
|
TX |
|
17 |
|
11,715 |
|
88 |
|
184 |
|
ü |
|
12 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Big Spring |
|
TX |
|
14 |
|
24,772 |
|
59 |
|
108 |
|
ü |
|
6 |
|
3,100 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Dallas South |
|
TX |
|
20 |
|
18,081 |
|
100 |
|
146 |
|
ü |
|
8 |
|
2,400 |
|
|
|
ü |
|
ü |
|
|
|
|
Ganado |
|
TX |
|
11 |
|
20,030 |
|
87 |
|
104 |
|
ü |
|
8 |
|
4,400 |
|
ü |
|
ü |
|
ü |
|
|
|
|
New Braunfels |
|
TX |
|
20 |
|
19,307 |
|
115 |
|
298 |
|
ü |
|
10 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Rockwall |
|
TX |
|
13 |
|
16,714 |
|
90 |
|
100 |
|
ü |
|
6 |
|
2,400 |
|
|
|
ü |
|
ü |
|
|
|
|
San Antonio |
|
TX |
|
31 |
|
32,750 |
|
82 |
|
258 |
|
ü |
|
8 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Terrell |
|
TX |
|
22 |
|
21,683 |
|
125 |
|
401 |
|
ü |
|
12 |
|
4,100 |
|
ü |
|
ü |
|
ü |
|
|
|
10
|
City |
|
State |
|
Total |
|
Building |
|
Car |
|
Truck |
|
Gasoline |
|
# Diesel |
|
Store |
|
Full service |
|
Truck |
|
QSRs |
|
Hotel |
|
|
Meridian |
|
MS |
|
13 |
|
17,330 |
|
41 |
|
90 |
|
ü |
|
8 |
|
2,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Candler |
|
NC |
|
20 |
|
12,853 |
|
45 |
|
98 |
|
ü |
|
8 |
|
1,536 |
|
ü |
|
ü |
|
|
|
|
|
|
Greensboro |
|
NC |
|
29 |
|
29,508 |
|
122 |
|
186 |
|
ü |
|
12 |
|
2,798 |
|
ü |
|
ü |
|
ü |
|
ü |
|
|
Grand Island |
|
NE |
|
19 |
|
19,223 |
|
64 |
|
82 |
|
ü |
|
6 |
|
2,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Ogallala |
|
NE |
|
17 |
|
17,594 |
|
72 |
|
94 |
|
ü |
|
8 |
|
2,516 |
|
ü |
|
ü |
|
|
|
|
|
|
Parowan |
|
UT |
|
7 |
|
9,144 |
|
61 |
|
48 |
|
ü |
|
6 |
|
2,900 |
|
|
|
ü |
|
ü |
|
|
|
|
Salt Lake City |
|
UT |
|
20 |
|
18,843 |
|
75 |
|
191 |
|
ü |
|
7 |
|
2,400 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Ashland |
|
VA |
|
19 |
|
25,841 |
|
98 |
|
183 |
|
ü |
|
8 |
|
2,328 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Richmond |
|
VA |
|
25 |
|
20,453 |
|
81 |
|
154 |
|
ü |
|
18 |
|
3,000 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Roanoke |
|
VA |
|
12 |
|
21,033 |
|
103 |
|
129 |
|
ü |
|
8 |
|
2,000 |
|
ü |
|
ü |
|
|
|
ü |
|
|
Wytheville |
|
VA |
|
17 |
|
20,654 |
|
108 |
|
114 |
|
ü |
|
10 |
|
3,044 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Seattle East |
|
WA |
|
16 |
|
20,365 |
|
60 |
|
150 |
|
|
|
6 |
|
2,000 |
|
ü |
|
ü |
|
|
|
|
|
|
Hudson |
|
WI |
|
15 |
|
15,443 |
|
30 |
|
100 |
|
ü |
|
7 |
|
1,800 |
|
ü |
|
ü |
|
|
|
|
|
|
Madison |
|
WI |
|
11 |
|
16,446 |
|
102 |
|
118 |
|
ü |
|
9 |
|
1,600 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Hurricane |
|
WV |
|
21 |
|
16,544 |
|
53 |
|
76 |
|
ü |
|
10 |
|
1,500 |
|
ü |
|
ü |
|
|
|
|
|
|
Wheeling |
|
WV |
|
8 |
|
12,346 |
|
36 |
|
182 |
|
|
|
10 |
|
2,958 |
|
ü |
|
ü |
|
|
|
|
|
|
Cheyenne |
|
WY |
|
23 |
|
18,590 |
|
66 |
|
150 |
|
ü |
|
10 |
|
2,600 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Fort Bridger |
|
WY |
|
135 |
|
14,646 |
|
19 |
|
165 |
|
ü |
|
10 |
|
2,800 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Rawlins |
|
WY |
|
28 |
|
18,594 |
|
80 |
|
188 |
|
ü |
|
12 |
|
4,100 |
|
ü |
|
ü |
|
ü |
|
|
|
|
Woodstock(1) |
|
Ont. Can. |
|
27 |
|
28,000 |
|
103 |
|
202 |
|
ü |
|
12 |
|
3,000 |
|
ü |
|
ü |
|
|
|
|
|
ü Amenity present at travel center.
(1) Property owned by us.
(2) Property owned by a third party other than Hospitality Trust and leased to or managed by us.
(3) In 2006, this travel center was razed and a truck maintenance and repair facility was built on this site. We expect the redevelopment of this site will be completed in 2007.
Hospitality Trust owns the land and the buildings for 137, and the land but not the buildings (which we own) for the remaining nine, of the 146 travel centers we lease from Hospitality Trust.
Our Lease with Hospitality Trust
Our lease with Hospitality Trust became effective upon completion of the spin off on January 31, 2007. One of our subsidiaries is the tenant under the lease, and we, and our subsidiaries TravelCenters of America Holding Company LLC and TA Operating LLC guarantee the tenant’s obligations under the lease. Because our lease with Hospitality Trust was prepared by Hospitality Trust and was not negotiated at arm’s length, the lease may provide more benefits to Hospitality Trust than to us. The following is a summary of the material terms of this lease:
Operating Costs. The lease is a so called “triple net” lease which requires us to pay all costs incurred in the operation of the leased travel centers, including personnel, utilities, acquiring inventories, service to customers, insurance, real estate and personal property taxes and ground lease payments, if any.
Minimum Rent. The lease requires us to pay minimum rent to Hospitality Trust as follows:
|
Lease Year |
|
Annual Rent (000s) |
|
Per Month (000s) |
|
||
|
February 1, 2007 through January 31, 2008 |
|
$ |
153,500 |
|
$ |
12,792 |
|
|
February 1, 2008 through January 31, 2009 |
|
157,000 |
|
13,083 |
|
||
|
February 1, 2009 through January 31, 2010 |
|
161,000 |
|
13,417 |
|
||
|
February 1, 2010 through January 31, 2011 |
|
165,000 |
|
13,750 |
|
||
|
February 1, 2011 through January 31, 2012 |
|
170,000 |
|
14,167 |
|
||
|
February 1, 2013 and thereafter |
|
175,000 |
|
14,583 |
|
||
11
In addition, minimum rents may increase if Hospitality Trust funds or reimburses the cost of renovations, improvements and equipment related to the leased travel centers as described below.
Improvements. Hospitality Trust has agreed to provide up to $25 million of funding annually for the first five years of the lease for certain specified improvements to the leased properties. This funding is cumulative, meaning if some portion of the $25 million is not spent in one year it may be drawn by us from Hospitality Trust in subsequent years; provided, however, the entire $125 million of funding must be drawn before December 31, 2015. All improvements purchased with this funding will be owned by Hospitality Trust. There will be no adjustment in our minimum rent as these amounts are funded by Hospitality Trust.
Maintenance and Alterations. Except for Hospitality Trust’s commitment to fund up to $125 million as described above, we must maintain, at our expense, the leased travel centers in good order and repair, including structural and non-structural components. The lease requires us to submit an annual budget for capital expenditures at the leased travel centers to Hospitality Trust for approval. We may request that Hospitality Trust fund approved amounts for renovations, improvements and equipment at the leased travel centers, in addition to the $125 million described above, in return for minimum annual rent increases according to a formula: generally, the minimum rent per year will be increased by an amount equal to the amount funded by Hospitality Trust times the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. At the end of the lease we must surrender the leased travel centers in substantially the same conditions as existed at the commencement of the lease subject to any permitted alterations and ordinary wear and tear.
Percentage Rent. Starting in 2012, the lease will require us to pay Hospitality Trust additional rent with respect to each lease year generally in an amount equal to three percent (3%) of increases in non-fuel gross revenues and three tenths of one percent (0.3%) of increases in gross fuel revenues at each leased travel center over the respective gross revenue amounts for the year 2011. Percentage rent attributable to fuel sales is subject to a maximum each year calculated by reference to changes in the consumer price index.
Term. The lease expires on December 31, 2022.
Assignment and Subletting. Hospitality Trust’s consent is required for any direct or indirect assignment or sublease of any of the leased travel centers. We remain liable under the lease for subleased and franchised travel centers.
Environmental Matters. We indemnify Hospitality Trust from liabilities which may arise from any violation of any environmental law or regulation which occurs during the term of the lease.
Indemnification and Insurance. With limited exceptions, we indemnify Hospitality Trust from liabilities which arise during the term of the lease from ownership or operation of the leased travel centers. We generally must maintain commercially reasonable insurance. Our insurance coverage includes:
· “all risk” property insurance, in an amount equal to the full replacement cost of at risk improvements at our leased travel centers;
· business interruption insurance;
· comprehensive general liability insurance, including bodily injury and property damage, in amounts as are generally maintained by companies operating travel centers;
· flood insurance for any travel center located in whole or in part in a flood plain;
· worker’s compensation insurance if required by law; and
12
· such additional insurance as may be generally maintained by companies operating travel centers, including certain environmental insurance.
The lease requires that Hospitality Trust be named as an additional insured under our policies.
Damage, Destruction or Condemnation. If any leased travel center is damaged by fire or other casualty or taken by eminent domain, we are generally obligated to rebuild. If the leased travel center cannot be restored, Hospitality Trust will generally receive all insurance or taking proceeds, we are liable to Hospitality Trust for any deductible or deficiency between the replacement cost and the amount of proceeds, and the annual minimum rent will be reduced by, at Hospitality Trust’s option, either 8.5% of the net proceeds paid to Hospitality Trust or the fair market rental of the damaged, destroyed or condemned property, or portion thereof, as of the commencement date of the lease.
Events of Default. Events of default under the lease include the following:
· our failure to pay rent or any other sum when due;
· our failure to maintain the insurance required under the lease;
· the occurrence of certain events with respect to our insolvency;
· the institution of a proceeding for our dissolution;
· our failure to continuously operate any leased travel center;
· any person or group of affiliated persons acquiring ownership of more than 9.8% of us without Hospitality Trust’s consent;
· any change in our control or sale of a material portion of our assets without Hospitality Trust’s consent;
· our default under any indebtedness of $10 million or more which gives the holder the right to accelerate the maturity of the indebtedness; and