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8-K - 8-K - TravelCenters of America Inc. /MD/a20160630form8k.htm
Exhibit 99.1


FOR IMMEDIATE RELEASE
Contact:
Katie Strohacker, Senior Director of Investor Relations
(617) 796-8251
www.ta-petro.com

TravelCenters of America LLC Announces Second Quarter 2016 Financial Results
Second Quarter Fuel Gross Margin up 5.9%, Nonfuel Gross Margin up 10.5%
____________________________________________________________________________________

Westlake, OH (August 8, 2016): TravelCenters of America LLC (Nasdaq: TA) today announced financial results for the three and six months ended June 30, 2016:
(in thousands, except per share and per gallon amounts
   unless indicated otherwise)
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
2016
 
2015
 
2016
 
2015
Total revenues
$
1,445,065

 
$
1,582,883

 
$
2,609,515

 
$
2,990,584

Income (loss) before income taxes
5,570

 
6,287

 
(10,051
)
 
32,502

Net income (loss) attributable to common shareholders
3,521

 
3,772

 
(6,423
)
 
19,501

 
 
 
 
 
 
 
 
Net income (loss) per common share attributable to
   common shareholders:
 
 
 
 
 
 
 
Basic and diluted
$
0.09

 
$
0.10

 
$
(0.17
)
 
$
0.51

 
 
 
 
 
 
 
 
Supplemental Data:
 
 
 
 
 
 
 
Fuel sales volume (gallons):
 
 
 
 
 
 
 
Diesel fuel
418,519

 
439,189

 
840,919

 
861,753

Gasoline
142,635

 
95,607

 
261,239

 
173,652

Total fuel sales volume (gallons)
561,154

 
534,796

 
1,102,158

 
1,035,405

 
 
 
 
 
 
 
 
Fuel gross margin
$
101,993

 
$
96,287

 
$
193,694

 
$
208,674

Fuel gross margin per gallon
$
0.182

 
$
0.180

 
$
0.176

 
$
0.202

 
 
 
 
 
 
 
 
Total nonfuel revenues
$
509,524

 
$
454,630

 
$
960,170

 
$
856,140

Nonfuel gross margin
272,175

 
246,340

 
516,490

 
469,428

Nonfuel gross margin percentage
53.4
%
 
54.2
%
 
53.8
%
 
54.8
%
 
 
 
 
 
 
 
 
Adjusted EBITDA(1)
$
33,568

 
$
39,992

 
$
45,293

 
$
90,064

Adjusted EBITDAR(1)
98,304

 
93,300

 
173,558

 
198,976

(1)
A reconciliation of earnings before interest, taxes, depreciation and amortization, and loss on extinguishment of debt, or Adjusted EBITDA, and Adjusted EBITDA before rent expense, or Adjusted EBITDAR, from net income (loss) attributable to common shareholders, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles, or GAAP, appears in the supplemental data below.

1


Thomas M. O'Brien, TA's CEO, made the following statement regarding the 2016 second quarter results:
"During the second quarter of 2016, our plans to offset any decline in diesel fuel sales due to improving truck engine efficiency and a modest recent decline in over the road freight volume with increasing gasoline sales at our growing convenience store business and to increase profits by growing our nonfuel businesses seemed to begin to show results. I believe that many of our acquisitions are not yet performing to their full stabilized potential. I remain confident that the continued improvements in recently acquired sites and businesses, including our recent acquisition of Quaker Steak & Lube restaurants, will prove that our investments have been done at attractive multiples of operating earnings."
Second Quarter 2016 Business Commentary
Fuel revenue for the 2016 second quarter declined by $193.9 million, or 17.2%, primarily due to significantly lower market prices for fuel compared to the 2015 second quarter, partially offset by increases in the convenience store segment as a result of newly acquired sites. Fuel sales volume increased 26.4 million gallons, or 4.9%, in the 2016 second quarter compared to the 2015 second quarter: a 55.5 million gallon increase from sites acquired since the beginning of the 2015 second quarter, offset by a 29.1 million gallon decrease in same site fuel sales volume.
Fuel gross margin increased $5.7 million, or $0.002 per gallon, to $102.0 million, or $0.182 per gallon, primarily due to managing fuel pricing to balance sales volume and profitability.
Nonfuel revenue for the 2016 second quarter increased $54.9 million, or 12.1%, compared to the 2015 second quarter: a $59.2 million increase due to sites acquired since the beginning of the 2015 second quarter, offset by a $4.3 million decrease in same site nonfuel revenue.
Nonfuel gross margin for the 2016 second quarter increased by $25.8 million, or 10.5%, compared to the 2015 second quarter: a $21.9 million increase due to sites acquired since the beginning of the 2015 second quarter and a $3.9 million increase due to an increase in same site nonfuel gross margin.
Nonfuel gross margin as a percentage of nonfuel revenue for the 2016 second quarter was 53.4%, a 0.8 percentage point decline compared to the 2015 second quarter. This decline was due to a change in sales mix as a result of the larger number of standalone convenience stores in the 2016 second quarter results. Nonfuel gross margin percentage in standalone convenience store operations is typically lower than the nonfuel gross margin percentage for travel center operations; standalone convenience store revenue represented 15.2% of total nonfuel revenue in the 2016 second quarter compared to 7.0% in the 2015 second quarter.
Site level operating expenses increased $21.8 million, or 9.8%, in the 2016 second quarter compared to the 2015 second quarter: a $24.1 million increase due to sites acquired since the beginning of the 2015 second quarter, offset by a $2.3 million decrease in same site, site level operating expenses.
Selling, general and administrative expenses increased $5.9 million, or 19.8%, in the 2016 second quarter compared to the 2015 second quarter, principally as a result of increased personnel costs, which resulted from increased staffing required to support the growth of TA's business, as well as increased spending on marketing and promotional activities. 
Real estate rent expense increased $11.4 million, or 21.4%, in the 2016 second quarter compared to the 2015 second quarter primarily due to increased rent resulting from TA's 2015 and 2016 transactions with Hospitality Properties Trust, or HPT: $5.1 million of this increase was attributable to the sale leaseback transactions to HPT during 2015 and 2016 and $2.1 million was attributable to TA's sale to, and leaseback from, HPT of improvements at leased sites since the beginning of 2015.
Interest expense, net, increased $1.7 million in the 2016 second quarter compared to the 2015 second quarter, primarily as a result of TA's issuance in October 2015 of $100.0 million of 8.00% Senior Notes due in 2030.
Net income attributable to common shareholders for the 2016 second quarter was $3.5 million, or $0.09 per common share, compared to net income attributable to common shareholders of $3.8 million, or $0.10 per common share, for the 2015 second quarter. The change in net income attributable to common shareholders is primarily due to costs associated with recently acquired sites that have not yet reached their expected stabilized financial results. The higher expenses experienced during the 2016 second quarter were partially offset by increases in total gross margins in excess of site level operating expenses, as described above.

2


Travel Centers Segment
Revenues from TA's travel center segment for the 2016 second quarter decreased by $270.4 million, or 18.1%, compared to the 2015 second quarter, principally due to lower market prices for fuel and decreases in fuel sales volume.
Site level gross margin in excess of site level operating expenses for the 2016 second quarter increased by $1.2 million, or 1.0%, compared to the 2015 second quarter: a $7.1 million increase in nonfuel gross margin, due to a favorable change in a mix of products and services sold, partially offset by a $5.2 million decrease in fuel gross margin and a $0.7 million increase in site level operating expenses.
Convenience Stores Segment
Revenues for the 2016 second quarter increased by $121.4 million, or 161.4%, compared to the 2015 second quarter, due to increases in fuel sales volume from 172 sites acquired since the beginning of the 2015 second quarter, partially offset by decreases in market prices for fuel and a 6.0% decrease in same site fuel sales volume due to retail pricing strategies to improve profits. Revenues also increased as a result of increased nonfuel revenues from sites acquired since the beginning of the 2015 second quarter.
Site level gross margin in excess of site level operating expenses for the 2016 second quarter increased by $7.2 million, or 210.4%, compared to the 2015 second quarter: $7.0 million of this increase is from sites acquired since the beginning of the 2015 second quarter and $0.2 million primarily from a same site increase in fuel gross margin.

Investment Activity
Agreements with Hospitality Properties Trust
On June 22, 2016, TA entered a First Amendment to Transaction Agreement with HPT to, among other things, replace one of the development properties that TA had agreed to develop and then sell to, and lease back from, HPT with two existing travel centers owned by TA, and amend the Petro Lease to extend its term to 2032. On June 22, 2016, TA sold these two travel centers to HPT, for an aggregate of $23.9 million, and amended the TA Lease 1 and TA Lease 3 to add these properties. The minimum annual rent under the TA Lease 1 and TA Lease 3 increased by $1.1 million and $0.9 million, respectively, as a result of the completion of these sale and lease back transactions. The $11.8 million gain from the sale of these two properties was deferred and will be amortized on a straight line basis over the terms of the related leases as a reduction of rent expense.
On June 30, 2016, in connection with the Transaction Agreement, as amended, TA sold a development property to HPT for $22.3 million, and amended the TA Lease 2 to add this property. The minimum annual rent under the TA Lease 2 increased by $1.9 million as a result of the completion of this sale and lease back.
As of June 30, 2016, the sale and lease back of the two remaining development properties pursuant to the terms of the Transaction Agreement, as amended, is expected to be completed before June 30, 2017.
Acquisition and Development Activity
From the beginning of 2011, when TA began its acquisition program, to June 30, 2016, TA has invested $784.5 million to purchase and improve travel centers, standalone convenience stores and standalone restaurants. For the twelve months ended June 30, 2016, these investments have produced gross margin in excess of site level operating expenses of $79.3 million, or, on a sequential basis, $9.8 million, or 14.1%, greater than gross margin in excess of site level operating expenses for the twelve months ended March 31, 2016.
TA's 2016 second quarter investment activities included the acquisition of five standalone convenience stores for $10.0 million and 50 standalone restaurants, 39 of which are operated by franchisees of TA, for an aggregate purchase price of $26.8 million, as well as $12.9 million of improvements made to these and other recently acquired locations.
As of June 30, 2016, TA had completed development of one travel center expected to be sold to and leased back from HPT during the third quarter of 2016, and had one other travel center under construction that is currently expected to be completed during the first quarter of 2017. As of June 30, 2016, TA had invested $27.0 million (including land costs) for these two development properties and estimates a remaining development cost of $18.1 million.
TA intends to continue to selectively acquire and develop additional locations and to otherwise expand its business.

3


Conference Call:
On Monday, August 8, 2016, at 10:00 a.m. Eastern Time, TA will host a conference call to discuss its financial results and other activities for the three months ended June 30, 2016. Following management's remarks, there will be a question and answer period.
The conference call telephone number is 877-329-4614. Participants calling from outside the United States and Canada should dial 412-317-5437. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available for about a week after the call. To hear the replay, dial 412-317-0088. The replay pass code is 10088754.
A live audio webcast of the conference call will also be available in a listen only mode on TA's website at www.ta-petro.com. To access the webcast, participants should visit TA's website about five minutes before the call. The archived webcast will be available for replay on TA's website for about one week after the call. The transcription, recording and retransmission in any way of TA's second quarter conference call is strictly prohibited without the prior written consent of TA. The Company's website is not incorporated as part of this press release.

About TravelCenters of America LLC:
TA's nationwide business includes travel centers located in 43 U.S. states and in Canada, standalone convenience stores in 11 states and standalone restaurants in 15 states. TA's travel centers operate under the "TravelCenters of America," "TA," "Petro Stopping Centers" and "Petro" brand names and offer diesel and gasoline fueling, restaurants, truck repair services, travel/convenience stores and other services which are designed to provide attractive and efficient travel experiences to professional drivers and other motorists. TA's convenience stores operate principally under the "Minit Mart" brand name and offer gasoline fueling as well as nonfuel products and services such as coffee, groceries, fresh food offerings and other convenience items. TA's standalone restaurants operate principally under the "Quaker Steak & Lube" brand name.


4


WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. WHENEVER TA USES WORDS SUCH AS "BELIEVE," "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "ESTIMATE," "MAY" OR SIMILAR EXPRESSIONS, TA IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON TA'S 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 TA'S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. AMONG OTHERS, THE FORWARD LOOKING STATEMENTS WHICH APPEAR IN THIS PRESS RELEASE THAT MAY NOT OCCUR INCLUDE STATEMENTS THAT:
TA HAS AGREED TO DEVELOP ADDITIONAL LOCATIONS FOR SALE TO, AND LEASE BACK FROM, HPT. THESE ACTIVITIES ARE SUBJECT TO CONDITIONS WHICH MAY NOT BE MET AND MAY NOT BE COMPLETED OR MAY BE DELAYED OR THEIR TERMS MAY CHANGE. TA INTENDS TO CONTINUE TO SELECTIVELY ACQUIRE AND DEVELOP ADDITIONAL LOCATIONS AND OTHERWISE EXPAND ITS BUSINESS. THERE ARE MANY FACTORS THAT MAY RESULT IN TA NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS, AND TO OTHERWISE EXPAND ITS BUSINESS, AT PRICES OR COSTS THAT YIELD PROFITS, INCLUDING COMPETITION FOR ACQUISITIONS FROM OTHER BUYERS, TA'S INABILITY TO NEGOTIATE ACCEPTABLE PURCHASE TERMS AND THE POSSIBILITY THAT TA MAY NEED TO USE ITS AVAILABLE FUNDS FOR OTHER PURPOSES. TA MAY DETERMINE TO DELAY OR NOT TO PROCEED WITH PENDING DEVELOPMENT PROJECTS. MOREOVER, MANAGING AND INTEGRATING DEVELOPED LOCATIONS CAN BE DIFFICULT, TIME CONSUMING AND/OR MORE EXPENSIVE THAN ANTICIPATED AND CAN INVOLVE RISKS OF FINANCIAL LOSSES. TA MAY NOT OPERATE ITS ACQUIRED OR DEVELOPED LOCATIONS AS PROFITABLY AS IT NOW EXPECTS; AND
MR. O'BRIEN'S STATEMENT THAT HE BELIEVES THAT MANY OF TA'S ACQUISITIONS ARE NOT PERFORMING TO THEIR STABILIZED POTENTIAL AND THAT CONTINUED IMPROVEMENTS IN RECENTLY ACQUIRED SITES AND BUSINESSES WILL PROVE THAT TA'S INVESTMENTS HAVE BEEN AT ATTRACTIVE MULTIPLES OF OPERATING EARNINGS MAY IMPLY THAT TA WILL REALIZE INCREASING FUTURE PROFITS. HOWEVER, TA'S FUTURE PROFITS WILL BE DETERMINED BY MANY FACTORS INCLUDING TA'S ABILITY TO CONTROL ITS EXPENSES AND OTHER FACTORS WHICH ARE BEYOND TA'S CONTROL SUCH AS THE DEMAND FOR TA'S GOODS AND SERVICES CREATED BY THE ECONOMY'S GENERAL CONDITIONS. THERE IS NO ASSURANCE THAT TA'S FUTURE PROFITS WILL INCREASE, AND, IN FACT, TA MAY EXPERIENCE FUTURE LOSSES.
THE INFORMATION CONTAINED IN TA'S PERIODIC REPORTS, INCLUDING TA'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015, WHICH HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR SEC, AND TA'S QUARTERLY REPORTS ON FORM 10-Q FOR THE PERIODS ENDED MARCH 31, 2016 AND JUNE 30, 2016, WHICH HAVE BEEN OR WILL BE FILED WITH THE SEC, UNDER THE CAPTION "RISK FACTORS," OR ELSEWHERE IN THOSE REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM TA'S FORWARD LOOKING STATEMENTS. TA'S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, TA DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

5




TRAVELCENTERS OF AMERICA LLC
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amounts)


 
Three Months Ended 
 June 30,
 
2016
 
2015
Revenues:
 
 
 
Fuel
$
931,211

 
$
1,125,086

Nonfuel
509,524

 
454,630

Rent and royalties from franchisees
4,330

 
3,167

Total revenues
1,445,065

 
1,582,883

 
 
 
 
Cost of goods sold (excluding depreciation):
 
 
 
Fuel
829,218

 
1,028,799

Nonfuel
237,349

 
208,290

Total cost of goods sold
1,066,567

 
1,237,089

 
 
 
 
Operating expenses:
 
 
 
Site level operating
244,120

 
222,334

Selling, general and administrative
36,009

 
30,062

Real estate rent
64,736

 
53,308

Depreciation and amortization
21,322

 
18,116

Total operating expenses
366,187

 
323,820

 
 
 
 
Income from operations
12,311

 
21,974

 
 
 
 
Acquisition costs
1,092

 
1,127

Interest expense, net
6,740

 
5,087

Income from equity investees
1,091

 
1,029

Loss on extinguishment of debt

 
10,502

Income before income taxes
5,570

 
6,287

Provision for income taxes
1,985

 
2,515

Net income
3,585

 
3,772

Less net income for noncontrolling interests
64

 

Net income attributable to common shareholders
$
3,521

 
$
3,772

 
 
 
 
Net income per common share attributable to common shareholders:
 
 
 
Basic and diluted
$
0.09

 
$
0.10

These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, to be filed with the U.S. Securities and Exchange Commission.

6




TRAVELCENTERS OF AMERICA LLC
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amounts)


 
Six Months Ended 
 June 30,
 
2016
 
2015
Revenues:
 

 
 

Fuel
$
1,640,739

 
$
2,128,253

Nonfuel
960,170

 
856,140

Rent and royalties from franchisees
8,606

 
6,191

Total revenues
2,609,515

 
2,990,584

 
 
 
 
Cost of goods sold (excluding depreciation):
 

 
 

Fuel
1,447,045

 
1,919,579

Nonfuel
443,680

 
386,712

Total cost of goods sold
1,890,725

 
2,306,291

 
 
 
 
Operating expenses:
 

 
 

Site level operating
478,170

 
427,918

Selling, general and administrative
66,975

 
57,678

Real estate rent
128,265

 
108,912

Depreciation and amortization
41,847

 
35,641

Total operating expenses
715,257

 
630,149

 
 
 
 
Income from operations
3,533

 
54,144

 
 
 
 
Acquisition costs
2,061

 
1,541

Interest expense, net
13,561

 
11,419

Income from equity investees
2,038

 
1,820

Loss on extinguishment of debt

 
10,502

(Loss) income before income taxes
(10,051
)
 
32,502

(Benefit) provision for income taxes
(3,692
)
 
13,001

Net (loss) income
(6,359
)
 
19,501

Less net income for noncontrolling interests
64

 

Net (loss) income attributable to common shareholders
$
(6,423
)
 
$
19,501

 
 
 
 
Net (loss) income per common share attributable to common shareholders:
 

 
 

Basic and diluted
$
(0.17
)
 
$
0.51

These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, to be filed with the U.S. Securities and Exchange Commission.



7




TRAVELCENTERS OF AMERICA LLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)


 
June 30,
2016
 
December 31,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents 
$
133,799

 
$
172,087

Accounts receivable, net
125,819

 
91,580

Inventory
192,470

 
183,492

Other current assets
44,629

 
48,181

Total current assets
496,717

 
495,340

 
 
 
 
Property and equipment, net
1,042,687

 
989,606

Goodwill and intangible assets, net
127,760

 
105,977

Other noncurrent assets
32,694

 
30,618

Total assets
$
1,699,858

 
$
1,621,541

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
158,040

 
$
125,079

Current HPT Leases liabilities
38,799

 
37,030

Other current liabilities
176,774

 
133,513

Total current liabilities
373,613

 
295,622

 
 
 
 
Long term debt
318,262

 
316,447

Noncurrent HPT Leases liabilities
388,970

 
385,498

Other noncurrent liabilities
71,938

 
74,655

Total liabilities
1,152,783

 
1,072,222

 
 
 
 
Shareholders' equity (38,853 and 38,808 common shares outstanding
   at June 30, 2016, and December 31, 2015, respectively)
547,075

 
549,319

Total liabilities and shareholders' equity
$
1,699,858

 
$
1,621,541

These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, to be filed with the U.S. Securities and Exchange Commission.


8




TRAVELCENTERS OF AMERICA LLC
CONSOLIDATED SUPPLEMENTAL DATA
(in thousands)


 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Calculation of Adjusted EBITDA and
   Adjusted EBITDAR(1):
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
3,521

 
$
3,772

 
$
(6,423
)
 
$
19,501

Add: provision (benefit) for income taxes
1,985

 
2,515

 
(3,692
)
 
13,001

Add: depreciation and amortization
21,322

 
18,116

 
41,847

 
35,641

Add: interest expense, net(2)
6,740

 
5,087

 
13,561

 
11,419

Add: loss on extinguishment of debt

 
10,502

 

 
10,502

Adjusted EBITDA
33,568

 
39,992

 
45,293

 
90,064

Add: real estate rent expense(3)
64,736

 
53,308

 
128,265

 
108,912

Adjusted EBITDAR
$
98,304

 
$
93,300

 
$
173,558

 
$
198,976

(1) 
TA calculates Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization and loss on extinguishment of debt, and TA calculates Adjusted EBITDAR as Adjusted EBITDA plus real estate rent expense, as shown above. TA believes Adjusted EBITDA and Adjusted EBITDAR are useful indications of its operating performance and its ability to pay rent or service debt, make capital expenditures and expand its business. TA leases a majority of the travel centers that it operates and believes that presenting investors with Adjusted EBITDAR may help investors to compare TA's results with other companies that, instead of leasing, own and finance ownership of their properties with debt financing, or to consider how TA's results might compare if TA owned its leased properties and financed that ownership with debt. If TA, instead of leasing, owned its leased properties and financed that ownership with debt financing, the interest expense TA incurred for that debt financing would be added back by TA when calculating Adjusted EBITDA. TA also believes that Adjusted EBITDA and Adjusted EBITDAR are meaningful disclosures that may help investors to better understand its financial performance, including by allowing investors to compare TA's performance between periods and to the performance of other companies, as well as the form, extent and implications of TA's form of leverage for the travel centers it leases. This information should not be considered as an alternative to net income, income from operations, cash flow from operations or any other operating or liquidity performance measure prescribed by GAAP. Also, Adjusted EBITDA and Adjusted EBITDAR as presented may not be comparable to similarly titled amounts calculated by other companies.
(2) 
Interest expense, net, included the following:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Interest related to TA's Senior Notes
   and Credit Facility
$
6,916

 
$
4,865

 
$
13,847

 
$
9,833

Rent classified as interest
432

 
968

 
864

 
2,420

Amortization of deferred financing costs
305

 
229

 
609

 
456

Capitalized interest
(589
)
 
(195
)
 
(1,536
)
 
(411
)
Interest income
(131
)
 
(937
)
 
(341
)
 
(1,032
)
Other
(193
)
 
157

 
118

 
153

   Interest expense, net
$
6,740

 
$
5,087

 
$
13,561

 
$
11,419




9




TRAVELCENTERS OF AMERICA LLC
CONSOLIDATED SUPPLEMENTAL DATA
(in thousands)


(3) 
Real estate rent expense recognized under GAAP differs from TA's obligation to pay cash for rent under its leases. Cash paid under TA's real property lease agreements was $68,730 and $61,229 during the three months ended June 30, 2016 and 2015, respectively, while the total rent amounts expensed during the three months ended June 30, 2016 and 2015, were $64,736 and $53,308, respectively. Cash paid under real property lease agreements was $135,960 and $121,366 during the six months ended June 30, 2016 and 2015, respectively, while the total rent amounts expensed during the six months ended June 30, 2016 and 2015, were $128,265 and $108,912, respectively. The differences between rent paid and rent expense result from the required recognition under GAAP of rent expense on an accrual basis. For example, under GAAP, a portion of the rent TA paid to HPT is classified as interest expense and a portion of the rent payments to HPT is applied to amortize a sale leaseback financing obligation liability. Also, under GAAP, TA amortizes on a straight line basis as a reduction of rent expense the deferred tenant improvement allowance liability and deferred gains from sales of assets to HPT that TA leased back. A reconciliation of these amounts is as follows.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Cash payments to HPT for rent
$
65,595

 
$
58,857

 
$
130,035

 
$
116,373

Rent paid to others(A)
3,135

 
2,372

 
5,925

 
4,993

Total cash payments under real property leases
68,730

 
61,229

 
135,960

 
121,366

Change in accrued estimated percentage rent
37

 
(293
)
 
283

 
(397
)
Adjustments to recognize rent expense on a
   straight line basis – HPT
(71
)
 
(4,791
)
 
(127
)
 
(5,243
)
Adjustments to recognize rent expense on a
   straight line basis for other leases
(83
)
 
727

 
(173
)
 
626

Less sale leaseback financing obligation
   amortization
(118
)
 
(432
)
 
(236
)
 
(1,068
)
Less portion of rent payments recognized as
   interest expense
(432
)
 
(968
)
 
(864
)
 
(2,420
)
Less deferred tenant improvements allowance
   amortization
(942
)
 
(1,442
)
 
(1,885
)
 
(3,134
)
Amortization of deferred gain on sale leaseback
   transactions
(2,385
)
 
(722
)
 
(4,693
)
 
(818
)
   Total amount expensed as rent
$
64,736

 
$
53,308

 
$
128,265

 
$
108,912

(A) 
Includes rent paid directly to HPT's landlords under leases for properties TA subleases from HPT as well as rent related to properties TA leases from landlords other than HPT.

10




TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(in thousands, except for number of locations, percentage amounts and fuel gross margin per gallon)


CONSOLIDATED SAME SITE OPERATING DATA
The following table presents consolidated operating data for the periods noted for all of the locations in operation on June 30, 2016, that were operated by TA continuously since the beginning of the earliest period presented, with the exception of five locations TA operates that are owned by a joint venture. This data excludes revenues and expenses that were not generated at locations TA operates, such as rents and royalties from franchisees and corporate level selling, general and administrative expenses. TA does not exclude locations from the same site comparisons as a result of capital improvements to the site or changes in the services offered.
 
Three Months Ended 
 June 30,
 
 
 
Six Months Ended 
 June 30,
 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Number of same site company operated locations
276

 
276

 

 
249

 
249

 

 
 
 
 
 
 
 
 
 
 
 
 
Diesel sales volume (gallons)
406,500

 
434,471

 
(6.4
)%
 
818,416

 
851,743

 
(3.9
)%
Gasoline sales volume (gallons)
87,885

 
89,032

 
(1.3
)%
 
151,814

 
155,247

 
(2.2
)%
Total fuel sales volume (gallons)
494,385

 
523,503

 
(5.6
)%
 
970,230

 
1,006,990

 
(3.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
Fuel revenues
$
811,941

 
$
1,099,644

 
(26.2
)%
 
$
1,431,116

 
$
2,068,728

 
(30.8
)%
Fuel gross margin
89,577

 
95,299

 
(6.0
)%
 
171,461

 
205,830

 
(16.7
)%
Fuel gross margin per gallon
$
0.181

 
$
0.182

 
(0.5
)%
 
$
0.177

 
$
0.204

 
(13.2
)%
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
$
447,309

 
$
451,580

 
(0.9
)%
 
$
841,471

 
$
839,117

 
0.3
 %
Nonfuel gross margin
248,992

 
245,102

 
1.6
 %
 
474,895

 
464,018

 
2.3
 %
Nonfuel gross margin percentage
55.7
%
 
54.3
%
 
140pts

 
56.4
%
 
55.3
%
 
110pts

 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
$
338,569

 
$
340,401

 
(0.5
)%
 
$
646,356

 
$
669,848

 
(3.5
)%
Site level operating expenses
218,831

 
221,126

 
(1.0
)%
 
427,215

 
421,982

 
1.2
 %
Site level operating expenses as a percentage of nonfuel revenues
48.9
%
 
49.0
%
 
(10)pts

 
50.8
%
 
50.3
%
 
50pts

Site level gross margin in excess of site level operating expense
$
119,738

 
$
119,275

 
0.4
 %
 
$
219,141

 
$
247,866

 
(11.6
)%

11




TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(in thousands, except for number of locations, percentage amounts and fuel gross margin per gallon)


TRAVEL CENTERS SEGMENT SAME SITE OPERATING DATA
The following table presents operating data for the periods noted for all of the travel centers in operation on June 30, 2016, that were operated by TA continuously since the beginning of the earliest period presented, with the exception of two travel centers TA operates that are owned by a joint venture. This data also excludes revenues and expenses that were not generated at travel centers TA operates, such as rents and royalties from franchisees and corporate level selling, general and administrative expenses. TA does not exclude locations from the same site comparisons as a result of capital improvements to the site or changes in the services offered.
 
 
Three Months Ended 
 June 30,
 
 
 
Six Months Ended 
 June 30,
 
 
Travel Centers
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Number of same site company operated travel center locations
 
218

 
218

 

 
217

 
217

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Diesel sales volume (gallons)
 
405,095

 
432,934

 
(6.4
)%
 
816,819

 
850,238

 
(3.9
)%
Gasoline sales volume (gallons)
 
72,479

 
72,690

 
(0.3
)%
 
133,246

 
135,983

 
(2.0
)%
Total fuel sales volume (gallons)
 
477,574

 
505,624

 
(5.5
)%
 
950,065

 
986,221

 
(3.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel revenues
 
$
782,751

 
$
1,062,628

 
(26.3
)%
 
$
1,399,531

 
$
2,028,855

 
(31.0
)%
Fuel gross margin
 
86,255

 
92,231

 
(6.5
)%
 
167,281

 
202,421

 
(17.4
)%
Fuel gross margin per gallon
 
$
0.181

 
$
0.182

 
(0.5
)%
 
$
0.176

 
$
0.205

 
(14.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
 
$
417,995

 
$
421,414

 
(0.8
)%
 
$
802,109

 
$
800,466

 
0.2
 %
Nonfuel gross margin
 
239,522

 
235,426

 
1.7
 %
 
462,109

 
451,072

 
2.4
 %
Nonfuel gross margin percentage
 
57.3
%
 
55.9
%
 
140pts

 
57.6
%
 
56.4
%
 
120pts

 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
325,777

 
$
327,657

 
(0.6
)%
 
$
629,390

 
$
653,493

 
(3.7
)%
Site level operating expenses
 
209,951

 
212,055

 
(1.0
)%
 
416,118

 
410,821

 
1.3
 %
Site level operating expenses as a percentage of nonfuel revenues
 
50.2
%
 
50.3
%
 
(10)pts

 
51.9
%
 
51.3
%
 
60pts

Site level gross margin in excess of site level operating expense
 
$
115,826

 
$
115,602

 
0.2
 %
 
$
213,272

 
$
242,672

 
(12.1
)%


12




TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(in thousands, except for number of locations, percentage amounts and fuel gross margin per gallon)


CONVENIENCE STORES SEGMENT SAME SITE OPERATING DATA
The following table presents operating data for the periods noted for all of the convenience stores in operation on June 30, 2016, that were operated by TA continuously since the beginning of the earliest period presented, with the exception of three convenience stores TA operates that are owned by a joint venture. This data also excludes revenues and expenses that were not generated at convenience stores TA operates, such as revenues from the dealer operated convenience store and corporate level selling, general and administrative expenses. TA does not exclude locations from the same site comparisons as a result of capital improvements to the site or changes in the services offered.
 
 
Three Months Ended 
 June 30,
 
 
 
Six Months Ended 
 June 30,
 
 
Convenience Stores
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Number of same site company operated convenience store locations
 
58

 
58

 

 
32

 
32

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel sales volume (gallons)
 
16,811

 
17,879

 
(6.0
)%
 
20,165

 
20,769

 
(2.9
)%
Fuel revenues
 
$
29,190

 
$
37,016

 
(21.1
)%
 
$
31,585

 
$
39,873

 
(20.8
)%
Fuel gross margin
 
3,322

 
3,068

 
8.3
 %
 
4,180

 
3,409

 
22.6
 %
Fuel gross margin per gallon
 
$
0.198

 
$
0.172

 
15.1
 %
 
$
0.207

 
$
0.164

 
26.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
 
$
29,314

 
$
30,166

 
(2.8
)%
 
$
39,362

 
$
38,651

 
1.8
 %
Nonfuel gross margin
 
9,470

 
9,676

 
(2.1
)%
 
12,786

 
12,946

 
(1.2
)%
Nonfuel gross margin percentage
 
32.3
%
 
32.1
%
 
20pts

 
32.5
%
 
33.5
%
 
(100)pts

 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
12,792

 
$
12,744

 
0.4
 %
 
$
16,966

 
$
16,355

 
3.7
 %
Site level operating expenses
 
8,880

 
9,071

 
(2.1
)%
 
11,097

 
11,161

 
(0.6
)%
Site level operating expenses as a percentage of nonfuel revenues
 
30.3
%
 
30.1
%
 
20pts

 
28.2
%
 
28.9
%
 
(70)pts

Site level gross margin in excess of site level operating expense
 
$
3,912

 
$
3,673

 
6.5
 %
 
$
5,869

 
$
5,194

 
13.0
 %

13




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


The following tables present business segment information for travel centers and convenience stores, or TA's reportable segments, for the three and six months ended June 30, 2016 and 2015.
 
Three Months Ended June 30, 2016
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues
 
 
 
 
 
 
 
Fuel
$
792,016

 
$
119,193

 
$
20,002

 
$
931,211

Nonfuel
424,476

 
77,422

 
7,626

 
509,524

Rent and royalties from franchisees
3,176

 
57

 
1,097

 
4,330

Total revenues
1,219,668

 
196,672

 
28,725

 
1,445,065

 
 
 
 
 
 
 
 
Site level gross margin in excess of
   site level operating expenses
$
120,667

 
$
10,568

 
$
3,143

 
$
134,378

 
 
 
 
 
 
 
 
Corporate operating expenses
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
36,009

 
$
36,009

Real estate rent
 
 
 
 
64,736

 
64,736

Depreciation and amortization
 
 
 
 
21,322

 
21,322

Income from operations
 
 
 
 
 
 
12,311

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
1,092

 
1,092

Interest expense, net
 
 
 
 
6,740

 
6,740

Income from equity investees
 
 
 
 
1,091

 
1,091

Income before income taxes
 
 
 
 
 
 
5,570

Provision for income taxes
 
 
 
 
1,985

 
1,985

Net income
 
 
 
 
 
 
3,585

Less net income for noncontrolling interests
 
 
 
 
 
 
64

Net income attributable to
   common shareholders
 
 
 
 
 
 
$
3,521

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
87,731

 
$
14,057

 
$
205

 
$
101,993

Nonfuel
243,139

 
23,929

 
5,107

 
272,175

Rent and royalties from franchisees
3,176

 
57

 
1,097

 
4,330

Total gross margin
$
334,046

 
$
38,043

 
$
6,409

 
$
378,498

 
 
 
 
 
 
 
 
Site level operating expenses
$
213,379

 
$
27,475

 
$
3,266

 
$
244,120




14




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Three Months Ended June 30, 2015
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues
 
 
 
 
 
 
 
Fuel
$
1,064,268

 
$
43,481

 
$
17,337

 
$
1,125,086

Nonfuel
422,651

 
31,751

 
228

 
454,630

Rent and royalties from franchisees
3,167

 

 

 
3,167

Total revenues
1,490,086

 
75,232

 
17,565

 
1,582,883

 
 
 
 
 
 
 
 
Site level gross margin in excess of
   site level operating expenses
$
119,421

 
$
3,405

 
$
634

 
$
123,460

 
 
 
 
 
 
 
 
Corporate operating expenses
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
30,062

 
$
30,062

Real estate rent
 
 
 
 
53,308

 
53,308

Depreciation and amortization
 
 
 
 
18,116

 
18,116

Income from operations
 
 
 
 
 
 
21,974

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
1,127

 
1,127

Interest expense, net
 
 
 
 
5,087

 
5,087

Income from equity investees
 
 
 
 
1,029

 
1,029

Loss on extinguishment of debt
 
 
 
 
10,502

 
10,502

Income before income taxes
 
 
 
 
 
 
6,287

Provision for income taxes
 
 
 
 
2,515

 
2,515

Net income
 
 
 
 
 
 
3,772

Less net income for noncontrolling interests
 
 
 
 
 
 

Net income attributable to
   common shareholders
 
 
 
 
 
 
$
3,772

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
92,873

 
$
3,531

 
$
(117
)
 
$
96,287

Nonfuel
236,066

 
10,114

 
160

 
246,340

Rent and royalties from franchisees
3,167

 

 

 
3,167

Total gross margin
$
332,106

 
$
13,645

 
$
43

 
$
345,794

 
 
 
 
 
 
 
 
Site level operating expenses
$
212,685

 
$
10,240

 
$
(591
)
 
$
222,334


15




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Six Months Ended June 30, 2016
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues
 
 
 
 
 
 
 
Fuel
$
1,414,596

 
$
191,824

 
$
34,319

 
$
1,640,739

Nonfuel
812,961

 
138,871

 
8,338

 
960,170

Rent and royalties from franchisees
7,318

 
191

 
1,097

 
8,606

Total revenues
2,234,875

 
330,886

 
43,754

 
2,609,515

 
 
 
 
 
 
 
 
Site level gross margin in excess of
   site level operating expenses
$
221,698

 
$
14,939

 
$
3,983

 
$
240,620

 
 
 
 
 
 
 
 
Corporate operating expenses
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
66,975

 
$
66,975

Real estate rent
 
 
 
 
128,265

 
128,265

Depreciation and amortization
 
 
 
 
41,847

 
41,847

Income from operations
 
 
 
 
 
 
3,533

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
2,061

 
2,061

Interest expense, net
 
 
 
 
13,561

 
13,561

Income from equity investees
 
 
 
 
2,038

 
2,038

Loss before income taxes
 
 
 
 
 
 
(10,051
)
Benefit for income taxes
 
 
 
 
(3,692
)
 
(3,692
)
Net loss
 
 
 
 
 
 
(6,359
)
Less net income for noncontrolling interests
 
 
 
 
 
 
64

Net loss attributable to
   common shareholders
 
 
 
 
 
 
$
(6,423
)
Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
169,531

 
$
23,846

 
$
317

 
$
193,694

Nonfuel
468,122

 
42,706

 
5,662

 
516,490

Rent and royalties from franchisees
7,318

 
191

 
1,097

 
8,606

Total gross margin
$
644,971

 
$
66,743

 
$
7,076

 
$
718,790

 
 
 
 
 
 
 
 
Site level operating expenses
$
423,273

 
$
51,804

 
$
3,093

 
$
478,170


16




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Six Months Ended June 30, 2015
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues
 
 
 
 
 
 
 
Fuel
$
2,033,237

 
$
64,867

 
$
30,149

 
$
2,128,253

Nonfuel
803,150

 
52,596

 
394

 
856,140

Rent and royalties from franchisees
6,191

 

 

 
6,191

Total revenues
2,842,578

 
117,463

 
30,543

 
2,990,584

 
 
 
 
 
 
 
 
Site level gross margin in excess of
   site level operating expenses
$
249,650

 
$
5,029

 
$
1,696

 
$
256,375

 
 
 
 
 
 
 
 
Corporate operating expenses
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
57,678

 
$
57,678

Real estate rent
 
 
 
 
108,912

 
108,912

Depreciation and amortization
 
 
 
 
35,641

 
35,641

Income from operations
 
 
 
 
 
 
54,144

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
1,541

 
1,541

Interest expense, net
 
 
 
 
11,419

 
11,419

Income from equity investees
 
 
 
 
1,820

 
1,820

Loss on extinguishment of debt
 
 
 
 
10,502

 
10,502

Income before income taxes
 
 
 
 
 
 
32,502

Provision for income taxes
 
 
 
 
13,001

 
13,001

Net income
 
 
 
 
 
 
19,501

Less net income for noncontrolling interests
 
 
 
 
 
 

Net income attributable to
   common shareholders
 
 
 
 
 
 
$
19,501

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
203,473

 
$
5,322

 
$
(121
)
 
$
208,674

Nonfuel
452,548

 
16,600

 
280

 
469,428

Rent and royalties from franchisees
6,191

 

 

 
6,191

Total gross margin
$
662,212

 
$
21,922

 
$
159

 
$
684,293

 
 
 
 
 
 
 
 
Site level operating expenses
$
412,562

 
$
16,893

 
$
(1,537
)
 
$
427,918



(End)





17