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8-K - 8-K - TravelCenters of America Inc. /MD/a20170930form8k.htm
Exhibit 99.1


earningsreleas_image2a05.jpg
FOR IMMEDIATE RELEASE
Contact:
Katie Strohacker, Senior Director of Investor Relations
(617) 796-8251
www.ta-petro.com

TravelCenters of America LLC Announces Third Quarter 2017 Financial Results
____________________________________________________________________________________

Westlake, OH (November 7, 2017): TravelCenters of America LLC (Nasdaq: TA) today announced financial results for the three and nine months ended September 30, 2017:
(in thousands, except per share and per gallon amounts)
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2017
 
2016
 
2017
 
2016
Total revenues
$
1,575,677

 
$
1,462,646

 
$
4,465,111

 
$
4,042,476

Income (loss) before income taxes
6,086

 
17,238

 
(47,976
)
 
7,187

Net income
62,354

 
10,975

 
29,987

 
4,616

Net income attributable to common shareholders
62,324

 
10,898

 
29,887

 
4,475

 
 
 
 
 
 
 
 
Net income per common share attributable
   to common shareholders (basic and diluted)
$
1.58

 
$
0.28

 
$
0.76

 
$
0.12

 
 
 
 
 
 
 
 
Supplemental Data:
 
 
 
 
 
 
 
Fuel sales volume (gallons):
 
 
 
 
 
 
 
Diesel fuel
410,615

 
419,176

 
1,217,949

 
1,260,095

Gasoline
144,826

 
148,264

 
403,995

 
409,503

Total fuel sales volume (gallons)
555,441

 
567,440

 
1,621,944

 
1,669,598

 
 
 
 
 
 
 
 
Total fuel revenues
$
1,055,593

 
$
947,558

 
$
2,981,154

 
$
2,588,297

Fuel gross margin
105,009

 
110,033

 
296,404

 
303,727

Fuel gross margin per gallon
$
0.189

 
$
0.194

 
$
0.183

 
$
0.182

 
 
 
 
 
 
 
 
Total nonfuel revenues
$
515,836

 
$
510,559

 
$
1,471,306

 
$
1,441,044

Nonfuel gross margin
284,916

 
280,234

 
820,420

 
796,724

Nonfuel gross margin percentage
55.2
%
 
54.9
%
 
55.8
%
 
55.3
%
 
 
 
 
 
 
 
 
EBITDA(1)
$
44,286

 
$
47,136

 
$
65,895

 
$
92,493

(1)
A reconciliation from net income to earnings before interest, taxes and depreciation and amortization, or EBITDA, appears in the supplemental data below. TA believes that net income is the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles, or GAAP.

1


Thomas M. O'Brien, TA's CEO, made the following statement regarding the 2017 third quarter results:
"TA's third quarter 2017 net income includes three notable items that were not comparable to TA's third quarter 2016 net income. Two of these items largely offset one another: our reversal of the expense related to excess transaction fees withheld by a fuel card transaction processor, Comdata, that are related to earlier quarters of $4.6 million and a noncash asset write off of $4.0 million. A $58.6 million noncash income tax benefit was also recognized in the 2017 third quarter; that was the primary reason for the change in net income between third quarter 2016 and third quarter 2017.
"TA has not yet recognized any amount for recovery of the legal and other fees incurred in its litigation with Comdata. Although the Delaware Court of Chancery has found that TA is entitled to an award of attorney's fees, TA expects the amount of the award may be contested and the Court has not yet determined the amount.
"EBITDA for the third quarter of 2017 was $44.3 million, or 6.0% below EBITDA for the third quarter of 2016. EBITDA in the 2017 third quarter shows many positives from our continued efforts on fuel purchasing and sales strategies, nonfuel programs and cost control. Unfortunately, these positives were overcome by negatives associated with same site fuel volume declines and the absence in 2017 of a federal biodiesel fuel tax credit program which was in place during 2016.
"I remain confident in our ability to mitigate the negative impact of declining fuel volumes with nonfuel sales, our cost control efforts, and contributions from, in particular, our convenience store portfolio, which added $1.5 million in site level gross margin in excess of site level operating expenses in the 2017 third quarter, or 12.3% over the comparable 2016 amount."
Business Commentary
Fuel sales volume decreased by 12.0 million gallons, or 2.1%, and same site fuel sales volume decreased by 14.5 million gallons, or 2.6%, each for the 2017 third quarter compared to the 2016 third quarter. TA believes the fuel volume decrease experienced during the 2017 third quarter resulted primarily from continued fuel efficiency gains, especially by TA's commercial diesel fuel customers. Fuel revenue increased by $108.0 million, or 11.4%, in the 2017 third quarter compared to the 2016 third quarter primarily due to higher market prices for fuel during the 2017 third quarter. Fuel gross margin decreased by $5.0 million ($0.005 per gallon), to $105.0 million ($0.189 per gallon) primarily as a result of the federal biodiesel fuel tax credit program that was in place in 2016 but has not been in 2017 and the increasing diesel fuel cost trend during the 2017 third quarter versus a declining to flat fuel cost trend during the 2016 third quarter, partially offset by the positive impact of TA's fuel purchasing and sales strategies.
Nonfuel revenue increased $5.3 million, or 1.0%, in the 2017 third quarter compared to the 2016 third quarter due to a $7.0 million increase attributable to sites acquired and developed since the beginning of the 2016 third quarter, partially offset by a $1.7 million same site decrease primarily due to reduced restaurant business while TA was converting certain locations from full service to quick service restaurants. Nonfuel gross margin increased $4.7 million, or 1.7%, in the 2017 third quarter compared to the 2016 third quarter due to a $5.2 million increase from sites acquired and developed since the beginning of the 2016 third quarter, partially offset by a $0.5 million, or 0.2%, decrease in same site nonfuel gross margin.
Site level operating expenses decreased $3.4 million, or 1.4%, in the 2017 third quarter compared to the 2016 third quarter primarily due to a one time expense reduction of $4.6 million to recognize a receivable for excess transaction fees TA expensed prior to the third quarter that it now expects to recover from Comdata and various cost savings initiatives, partially offset by a $4.6 million increase in site level operating expenses from sites acquired and developed since the beginning of the 2016 third quarter.
Selling, general and administrative expenses for the 2017 third quarter increased $1.8 million, or 5.1%, compared to the 2016 third quarter, primarily attributable to increased personnel costs and $0.3 million of litigation costs related to TA's dispute with Comdata, partially offset by certain cost control initiatives. 
Real estate rent expense increased $3.0 million, or 4.5%, in the 2017 third quarter compared to the 2016 third quarter primarily from TA's sale to, and lease back from, Hospitality Properties Trust, or HPT, of two travel centers and improvements at leased sites since the beginning of the 2016 third quarter.
Depreciation and amortization expense increased $8.0 million, or 35.3%, in the 2017 third quarter compared to the 2016 third quarter primarily resulting from a $4.0 million impairment charge relating to certain property and equipment, and an increase in the amount of depreciable assets as a result of the locations acquired and other capital investments TA completed since the beginning of the 2016 third quarter.

2


Net income for the 2017 third quarter was $62.4 million compared to net income of $11.0 million for the 2016 third quarter. Net income attributable to common shareholders for the 2017 third quarter was $62.3 million ($1.58 per common share) compared to net income attributable to common shareholders of $10.9 million ($0.28 per common share) for the 2016 third quarter. The increases in net income and in net income attributable to common shareholders are primarily due to the recognition of an income tax benefit of $58.6 million resulting from the resolution of certain previously uncertain tax positions. EBITDA for the 2017 third quarter decreased by $2.9 million, or 6.0%, as compared to the 2016 third quarter as the negative impacts of changes in fuel gross margin, real estate rent and selling, general and administrative expenses were not fully offset by the positive impact of changes in nonfuel gross margin and site level operating expenses. A reconciliation from net income to EBITDA appears in the supplemental data below.
Travel Centers Segment
Both fuel and nonfuel revenues increased, resulting in an increase in total revenues of $101.5 million, or 8.2%, in the 2017 third quarter as compared to the 2016 third quarter. The increase in total revenues was primarily due to increases in market prices for fuel and from sales at recently acquired or developed properties.
Site level gross margin in excess of site level operating expenses increased in the 2017 third quarter by $2.2 million, or 1.7%, as compared to the 2016 third quarter primarily due to a $4.6 million reversal of excess transaction fees expensed prior to the third quarter that TA now expects to recover from Comdata, and a $3.4 million increase in nonfuel gross margin, partially offset by a $6.8 million decrease in fuel gross margin.
On a same site basis, site level gross margin in excess of site level operating expenses increased in the 2017 third quarter by $0.3 million, or 0.2%, as compared to the 2016 third quarter, primarily due to a $4.5 million reversal of excess transaction fees expensed prior to the third quarter that TA now expects to recover from Comdata, and a $4.5 million reduction in site level operating expenses primarily due to operating cost control measures, largely offset by an $8.1 million decrease in fuel gross margin.
On a same site basis, (220 locations) site level gross margin in excess of site level operating expenses was $444.0 million for the 12 months ended September 30, 2017, $6.2 million, or 1.4%, less than the comparable period ended September 30, 2016, principally due to an $18.8 million decline in fuel gross margin.
TA acquired or developed 17 travel centers during the four year period ended September 30, 2017. Of these travel centers, 11 are included in the same site data for the 12 months ended September 30, 2017 and 2016. As of September 30, 2017, TA had invested $107.3 million (including the cost of improvements) in these 11 locations, and these locations generated $12.2 million of site level gross margin in excess of site level operating expenses during the 12 months ended September 30, 2017. The remaining six locations were acquired or developed for a total investment of $111.0 million (including the cost of improvements), and these locations generated $6.0 million of site level gross margin in excess of site level operating expenses during the 12 months ended September 30, 2017, during which they were open for an average of 11 months.
Convenience Stores Segment
Fuel revenues increased by $10.4 million due to increases in market prices for fuel, partially offset by a decrease in nonfuel revenues, resulting in an increase in total revenues of $10.0 million, or 5.2%, in the 2017 third quarter compared to the 2016 third quarter. Nonfuel revenues decreased primarily as a result of the mix of products and services sold.
Site level gross margin in excess of site level operating expenses increased in the 2017 third quarter by $1.5 million, or 12.3%, as compared to the 2016 third quarter due to increases in fuel ($1.6 million, or 10.4%) and nonfuel gross margin ($0.8 million, or 3.3%) as operations at newer sites continue to improve, partially offset by an increase in site level operating expenses ($0.9 million, or 3.2%).
On a same site basis, site level gross margin in excess of site level operating expenses increased by $1.5 million, or 12.4%, in the 2017 third quarter compared to the 2016 third quarter due to increases in fuel ($1.6 million) and nonfuel ($0.8 million) gross margin, partially offset by an increase ($0.9 million) in site level operating expenses.
On a same site basis TA had invested $340.7 million (including the cost of improvements) in 180 locations, and these locations generated site level gross margin in excess of site level operating expenses of $33.9 million for the 12 months ended September 30, 2017, $5.0 million, or 17.2%, over the comparable period ended September 30, 2016.

3


TA acquired 49 convenience stores during the two year period ended September 30, 2017, none of which are included in the same site data for the 12 months ended September 30, 2017 and 2016. As of September 30, 2017, TA had invested $102.6 million (including the cost of improvements) in these locations, and these locations generated $6.4 million of site level gross margin in excess of site level operating expenses during the 12 months ended September 30, 2017. Some of these 49 convenience stores were fully or partially out of service while improvements were being made to them during the 12 months ended September 30, 2017.
Conference Call:
On Tuesday, November 7, 2017, 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 September 30, 2017. 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 10113392.
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 third 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 14 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," "WILL," "MAY" AND NEGATIVES OR DERIVATIVES OF THESE 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:
TA'S CEO, MR. O'BRIEN, EXPRESSED HIS CONFIDENCE IN THE PROSPECT OF TA REALIZING IMPROVED RESULTS FROM THE POSITIVE IMPACTS OF TA'S FUEL, NONFUEL, AND COST CONTROL EFFORTS AND CONTRIBUTIONS FROM TA'S RECENTLY ACQUIRED PROPERTIES, IN PARTICULAR FROM ITS CONVENIENCE STORE PORTFOLIO. TA'S BUSINESS IS SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, MANY OF WHICH ARE OUTSIDE ITS CONTROL, AND TA MAY NOT SUCCESSFULLY MANAGE AND EXECUTE THOSE FACTORS THAT MAY BE WITHIN ITS CONTROL. THE NOTED POSITIVE IMPACTS ON RECENT OPERATING RESULTS MAY NOT CONTINUE IN THE FUTURE AND TA'S OPERATING RESULTS MAY DECLINE; AND
STATEMENTS BY MR. O'BRIEN, AND OTHER DISCLOSURES IN THIS PRESS RELEASE, SEPARATELY ADDRESS SOME OF THE IMPACTS OF TA'S LITIGATION WITH COMDATA INCLUDING $4.6 MILLION OF EXCESS TRANSACTION FEES TA INCURRED PRIOR TO JULY 1, 2017, AND LEGAL AND OTHER FEES TA BELIEVES IT IS ENTITLED TO RECOVER FROM COMDATA. ON SEPTEMBER 11, 2017, THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR THE COURT, ISSUED A POST-TRIAL MEMORANDUM OPINION IN FAVOR OF TA, WHICH, AMONG OTHER THINGS, ENTITLED TA TO AN ORDER REQUIRING COMDATA TO SPECIFICALLY PERFORM UNDER TA'S MERCHANT AGREEMENT WITH COMDATA AND AWARDING DAMAGES TO TA AND AGAINST COMDATA FOR THE DIFFERENCE BETWEEN THE HIGHER TRANSACTION FEES TA PAID TO COMDATA SINCE FEBRUARY 1, 2017, AND WHAT TA SHOULD HAVE PAID UNDER THE MERCHANT AGREEMENT. THIS OPINION ALSO FOUND THAT THE MERCHANT AGREEMENT PROVIDES FOR AN AWARD OF REASONABLE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY IN A LAWSUIT ENFORCING RIGHTS UNDER THE MERCHANT AGREEMENT. TA AND COMDATA HAVE REACHED AGREEMENT ON THE AMOUNT OF EXCESS TRANSACTION FEES TO BE PAID TO TA, BUT TA AND COMDATA HAVE NOT REACHED AGREEMENT ON WHEN FINAL JUDGMENT SHOULD ENTER IN THIS LITIGATION OR THE AMOUNT OF TA'S ATTORNEYS' FEES AND OTHER COSTS THAT COMDATA SHOULD PAY TO TA. THE COURT HAS NOT ISSUED ITS FINAL JUDGMENT AND THE COURT MAY NOT AWARD TA SOME OR ALL OF ITS ATTORNEYS' FEES AND COSTS. FURTHERMORE, COMDATA MAY APPEAL THE COURT'S DECISION AND THE OPINION AND JUDGMENT, INCLUDING COMDATA'S OBLIGATION TO RETURN TO TA THE EXCESS TRANSACTION FEES TA PAID, MAY BE REVERSED OR AMENDED UPON APPEAL. THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO TA'S MANAGEMENT AND IT IS EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE BECAUSE OF DELAYS IN ISSUANCE OF THE ORDER CONTEMPLATED BY THE SEPTEMBER 11, 2017, OPINION, APPEALS OR OTHERWISE.
THE INFORMATION CONTAINED IN TA'S PERIODIC REPORTS, INCLUDING TA'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016, 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, 2017, JUNE 30, 2017 AND SEPTEMBER 30, 2017, 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
September 30,
 
2017
 
2016
Revenues:
 
 
 
Fuel
$
1,055,593

 
$
947,558

Nonfuel
515,836

 
510,559

Rent and royalties from franchisees
4,248

 
4,529

Total revenues
1,575,677

 
1,462,646

 
 
 
 
Cost of goods sold (excluding depreciation):
 
 
 
Fuel
950,584

 
837,525

Nonfuel
230,920

 
230,325

Total cost of goods sold
1,181,504

 
1,067,850

 
 
 
 
Operating expenses:
 
 
 
Site level operating
244,161

 
247,584

Selling, general and administrative
36,587

 
34,812

Real estate rent
69,599

 
66,573

Depreciation and amortization
30,714

 
22,698

Total operating expenses
381,061

 
371,667

 
 
 
 
Income from operations
13,112

 
23,129

 
 
 
 
Acquisition costs
68

 
225

Interest expense, net
7,486

 
7,200

Income from equity investees
528

 
1,534

Income before income taxes
6,086

 
17,238

Benefit (provision) for income taxes
56,268

 
(6,263
)
Net income
62,354

 
10,975

Less: net income for noncontrolling interests
30

 
77

Net income attributable to common shareholders
$
62,324

 
$
10,898

 
 
 
 
Net income per common share attributable to common shareholders:
 
 
 
Basic and diluted
$
1.58

 
$
0.28

These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, 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)


 
Nine Months Ended
September 30,
 
2017
 
2016
Revenues:
 

 
 

Fuel
$
2,981,154

 
$
2,588,297

Nonfuel
1,471,306

 
1,441,044

Rent and royalties from franchisees
12,651

 
13,135

Total revenues
4,465,111

 
4,042,476

 
 
 
 
Cost of goods sold (excluding depreciation):
 
 
 
Fuel
2,684,750

 
2,284,570

Nonfuel
650,886

 
644,320

Total cost of goods sold
3,335,636

 
2,928,890

 
 
 
 
Operating expenses:
 

 
 

Site level operating
743,022

 
725,754

Selling, general and administrative
115,276

 
101,787

Real estate rent
206,742

 
194,838

Depreciation and amortization
91,163

 
64,545

Total operating expenses
1,156,203

 
1,086,924

 
 
 
 
(Loss) income from operations
(26,728
)
 
26,662

 
 
 
 
Acquisition costs
271

 
2,286

Interest expense, net
22,708

 
20,761

Income from equity investees
1,731

 
3,572

(Loss) income before income taxes
(47,976
)
 
7,187

Benefit (provision) for income taxes
77,963

 
(2,571
)
Net income
29,987

 
4,616

Less: net income for noncontrolling interests
100

 
141

Net income attributable to common shareholders
$
29,887

 
$
4,475

 
 
 
 
Net income per common share attributable to common shareholders:
 
 
 
Basic and diluted
$
0.76

 
$
0.12

These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, to be filed with the U.S. Securities and Exchange Commission.

7




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


 
September 30,
2017
 
December 31,
2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents 
$
74,652

 
$
61,312

Accounts receivable, net
140,479

 
107,246

Inventory
212,553

 
204,145

Other current assets
27,101

 
29,358

Total current assets
454,785

 
402,061

 
 
 
 
Property and equipment, net
1,023,080

 
1,082,022

Goodwill
94,059

 
88,542

Other intangible assets, net
34,510

 
37,738

Other noncurrent assets
84,239

 
49,478

Total assets
$
1,690,673

 
$
1,659,841

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
167,089

 
$
157,964

Current HPT Leases liabilities
40,758

 
39,720

Other current liabilities
169,206

 
132,648

Total current liabilities
377,053

 
330,332

 
 
 
 
Long term debt, net
319,409

 
318,739

Noncurrent HPT Leases liabilities
372,194

 
381,854

Other noncurrent liabilities
35,031

 
75,837

Total liabilities
1,103,687

 
1,106,762

 
 
 
 
Shareholders' equity (39,549 and 39,523 common shares outstanding
   at September 30, 2017 and December 31, 2016, respectively)
586,986

 
553,079

Total liabilities and shareholders' equity
$
1,690,673

 
$
1,659,841

These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, to be filed with the U.S. Securities and Exchange Commission.


8




TRAVELCENTERS OF AMERICA LLC
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands)


Non-GAAP financial measures are financial measures that are not determined in accordance with GAAP. TA believes the non-GAAP financial measures presented in the table below are meaningful supplemental disclosures because they may help investors gain a better understanding of changes in TA's operating results and its ability to pay rent or service debt, make capital expenditures and expand its business. These non-GAAP financial measures also may help investors to make comparisons between TA and other companies on both a GAAP and a non-GAAP basis. TA calculates EBITDA as earnings before interest, taxes and depreciation and amortization, as shown below. TA believes that EBITDA is a meaningful disclosure 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. EBITDA is used by management to evaluate TA's financial performance and compare TA's performance over time and to the performance of other companies. This information should not be considered as an alternative to net income attributable to common shareholders, net income or income from operations, as an indicator of TA's operating performance or as a measure of TA's liquidity. Also, EBITDA as presented may not be comparable to similarly titled amounts calculated by other companies.
TA believes that net income is the most comparable financial measure, determined according to GAAP, to TA's presentation of EBITDA. The following table presents the reconciliation of this non-GAAP financial measure to net income for the three and nine months ended September 30, 2017 and 2016.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Calculation of EBITDA:
 
 
 
 
 
 
 
Net income
$
62,354

 
$
10,975

 
$
29,987

 
$
4,616

Add: (benefit) provision for income taxes
(56,268
)
 
6,263

 
(77,963
)
 
2,571

Add: depreciation and amortization
30,714

 
22,698

 
91,163

 
64,545

Add: interest expense, net
7,486

 
7,200

 
22,708

 
20,761

EBITDA
$
44,286

 
$
47,136

 
$
65,895

 
$
92,493



9




TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(dollars and gallons in thousands, except per gallon amounts unless indicated otherwise)


CONSOLIDATED SAME SITE OPERATING DATA
The following table presents consolidated operating data for the periods noted for all of the locations in operation on September 30, 2017, that were operated by TA continuously since the beginning of the earliest period presented, with the exception of six locations TA operates that are owned by an unconsolidated joint venture in which TA owns a noncontrolling interest. This data excludes revenues and expenses at locations TA does not operate, 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
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Number of same site company
operated locations
464

 
464

 

 
420

 
420

 

 
 
 
 
 
 
 
 
 
 
 
 
Diesel sales volume (gallons)
403,248

 
414,109

 
(2.6)
 %
 
1,185,923

 
1,237,423

 
(4.2)
 %
Gasoline sales volume (gallons)
138,012

 
141,685

 
(2.6)
 %
 
363,970

 
375,022

 
(2.9)
 %
Total fuel sales volume (gallons)
541,260

 
555,794

 
(2.6)
 %
 
1,549,893

 
1,612,445

 
(3.9)
 %
 
 
 
 
 
 
 
 
 
 
 
 
Fuel revenues
$
1,027,429

 
$
927,690

 
10.8
 %
 
$
2,845,803

 
$
2,493,229

 
14.1
 %
Fuel gross margin
103,500

 
109,981

 
(5.9)
 %
 
287,117

 
298,117

 
(3.7)
 %
Fuel gross margin per gallon
$
0.191

 
$
0.198

 
(3.5)
 %
 
$
0.185

 
$
0.185

 
 %
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
$
508,733

 
$
510,393

 
(0.3)
 %
 
$
1,390,683

 
$
1,394,544

 
(0.3)
 %
Nonfuel gross margin
280,058

 
280,565

 
(0.2)
 %
 
777,188

 
773,405

 
0.5
 %
Nonfuel gross margin percentage
55.1
%
 
55.0
%
 
10
pts
 
55.9
%
 
55.5
%
 
40
pts
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
$
383,558

 
$
390,546

 
(1.8)
 %
 
$
1,064,305

 
$
1,071,522

 
(0.7)
 %
Site level operating expenses
239,833

 
247,858

 
(3.2)
 %
 
701,332

 
704,417

 
(0.4)
 %
Site level operating expenses as a
percentage of nonfuel revenues
47.1
%
 
48.6
%
 
(150
)pts
 
50.4
%
 
50.5
%
 
(10
)pts
Site level gross margin in excess
of site level operating expenses
$
143,725

 
$
142,688

 
0.7
 %
 
$
362,973

 
$
367,105

 
(1.1)
 %

10




TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(dollars and gallons in thousands, except per gallon amounts unless indicated otherwise)


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 September 30, 2017, 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 an unconsolidated joint venture in which TA owns a noncontrolling interest. This data also excludes revenues and expenses at travel centers TA does not operate, 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
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
Travel Centers
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Number of same site company
operated travel center locations
 
223

 
223

 

 
220

 
220

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Diesel sales volume (gallons)
 
397,748

 
409,092

 
(2.8)
 %
 
1,172,820

 
1,225,179

 
(4.3)
 %
Gasoline sales volume (gallons)
 
75,867

 
78,022

 
(2.8)
 %
 
206,314

 
211,611

 
(2.5)
 %
Total fuel sales volume (gallons)
 
473,615

 
487,114

 
(2.8)
 %
 
1,379,134

 
1,436,790

 
(4.0)
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel revenues
 
$
897,646

 
$
808,315

 
11.1
 %
 
$
2,527,209

 
$
2,206,538

 
14.5
 %
Fuel gross margin
 
86,869

 
94,922

 
(8.5)
 %
 
247,941

 
261,820

 
(5.3)
 %
Fuel gross margin per gallon
 
$
0.183

 
$
0.195

 
(6.2)
 %
 
$
0.180

 
$
0.182

 
(1.1)
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
 
$
426,871

 
$
427,385

 
(0.1)
 %
 
$
1,208,828

 
$
1,213,534

 
(0.4)
 %
Nonfuel gross margin
 
248,692

 
249,327

 
(0.3)
 %
 
712,519

 
710,368

 
0.3
 %
Nonfuel gross margin percentage
 
58.3
%
 
58.3
%
 

 
58.9
%
 
58.5
%
 
40
pts
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
335,561

 
$
344,249

 
(2.5)
 %
 
$
960,460

 
$
972,188

 
(1.2)
 %
Site level operating expenses
 
206,084

 
215,074

 
(4.2)
 %
 
625,856

 
631,202

 
(0.8)
 %
Site level operating expenses as a
percentage of nonfuel revenues
 
48.3
%
 
50.3
%
 
(200
)pts
 
51.8
%
 
52.0
%
 
(20
)pts
Site level gross margin in excess
of site level operating expenses
 
$
129,477

 
$
129,175

 
0.2
 %
 
$
334,604

 
$
340,986

 
(1.9)
 %


11




TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(dollars and gallons in thousands, except per gallon amounts unless indicated otherwise)


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 September 30, 2017, 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 an unconsolidated joint venture in which TA owns a noncontrolling interest. This data also excludes revenues and expenses at convenience stores TA does not operate, such as revenues from a 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
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
Convenience Stores
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Number of same site company
operated convenience store
locations
 
229

 
229

 

 
200

 
200

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel sales volume (gallons)
 
67,645

 
68,680

 
(1.5)
 %
 
170,759

 
175,655

 
(2.8)
 %
Fuel revenues
 
$
129,783

 
$
119,375

 
8.7
 %
 
$
318,594

 
$
286,691

 
11.1
 %
Fuel gross margin
 
16,631

 
15,059

 
10.4
 %
 
39,176

 
36,297

 
7.9
 %
Fuel gross margin per gallon
 
$
0.246

 
$
0.219

 
12.3
 %
 
$
0.229

 
$
0.207

 
10.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
 
$
73,553

 
$
73,922

 
(0.5)
 %
 
$
181,855

 
$
181,010

 
0.5
 %
Nonfuel gross margin
 
25,838

 
25,015

 
3.3
 %
 
64,669

 
63,037

 
2.6
 %
Nonfuel gross margin percentage
 
35.1
%
 
33.8
%
 
130
pts
 
35.6
%
 
34.8
%
 
80
pts
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
42,469

 
$
40,074

 
6.0
 %
 
$
103,845

 
$
99,334

 
4.5
 %
Site level operating expenses
 
28,758

 
27,876

 
3.2
 %
 
75,476

 
73,215

 
3.1
 %
Site level operating expenses as a
percentage of nonfuel revenues
 
39.1
%
 
37.7
%
 
140
pts
 
41.5
%
 
40.4
%
 
110
pts
Site level gross margin in excess
of site level operating expenses
 
$
13,711

 
$
12,198

 
12.4
 %
 
$
28,369

 
$
26,119

 
8.6
 %



12




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 nine months ended September 30, 2017 and 2016.
 
Three Months Ended September 30, 2017
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues:
 
 
 
 
 
 
 
Fuel
$
905,325

 
$
129,783

 
$
20,485

 
$
1,055,593

Nonfuel
432,128

 
73,553

 
10,155

 
515,836

Rent and royalties from franchisees
3,169

 
54

 
1,025

 
4,248

Total revenues
1,340,622

 
203,390

 
31,665

 
1,575,677

 
 
 
 
 
 
 
 
Site level gross margin in excess of
site level operating expenses
$
134,098

 
$
13,755

 
$
2,159

 
$
150,012

 
 
 
 
 
 
 
 
Corporate operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
36,587

 
$
36,587

Real estate rent
 
 
 
 
69,599

 
69,599

Depreciation and amortization
 
 
 
 
30,714

 
30,714

Income from operations
 
 
 
 
 
 
13,112

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
68

 
68

Interest expense, net
 
 
 
 
7,486

 
7,486

Income from equity investees
 
 
 
 
528

 
528

Income before income taxes
 
 
 
 
 
 
6,086

Benefit for income taxes
 
 
 
 
56,268

 
56,268

Net income
 
 
 
 
 
 
62,354

Less: net income for noncontrolling interests
 
 
 
 
 
 
30

Net income attributable to
common shareholders
 
 
 
 
 
 
$
62,324

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
88,130

 
$
16,631

 
$
248

 
$
105,009

Nonfuel
252,341

 
25,838

 
6,737

 
284,916

Rent and royalties from franchisees
3,169

 
54

 
1,025

 
4,248

Total gross margin
$
343,640

 
$
42,523

 
$
8,010

 
$
394,173

 
 
 
 
 
 
 
 
Site level operating expenses
$
209,542

 
$
28,768

 
$
5,851

 
$
244,161




13




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Three Months Ended September 30, 2016
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues:
 
 
 
 
 
 
 
Fuel
$
808,366

 
$
119,375

 
$
19,817

 
$
947,558

Nonfuel
427,524

 
73,922

 
9,113

 
510,559

Rent and royalties from franchisees
3,238

 
58

 
1,233

 
4,529

Total revenues
1,239,128

 
193,355

 
30,163

 
1,462,646

 
 
 
 
 
 
 
 
Site level gross margin in excess of
site level operating expenses
$
131,866

 
$
12,249

 
$
3,097

 
$
147,212

 
 
 
 
 
 
 
 
Corporate operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
34,812

 
$
34,812

Real estate rent
 
 
 
 
66,573

 
66,573

Depreciation and amortization
 
 
 
 
22,698

 
22,698

Income from operations
 
 
 
 
 
 
23,129

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
225

 
225

Interest expense, net
 
 
 
 
7,200

 
7,200

Income from equity investees
 
 
 
 
1,534

 
1,534

Income before income taxes
 
 
 
 
 
 
17,238

Provision for income taxes
 
 
 
 
(6,263
)
 
(6,263
)
Net income
 
 
 
 
 
 
10,975

Less: net income for noncontrolling interests
 
 
 
 
 
 
77

Net income attributable to
common shareholders
 
 
 
 
 
 
$
10,898

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
94,915

 
$
15,059

 
$
59

 
$
110,033

Nonfuel
248,967

 
25,015

 
6,252

 
280,234

Rent and royalties from franchisees
3,238

 
58

 
1,233

 
4,529

Total gross margin
$
347,120

 
$
40,132

 
$
7,544

 
$
394,796

 
 
 
 
 
 
 
 
Site level operating expenses
$
215,254

 
$
27,883

 
$
4,447

 
$
247,584




14




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Nine Months Ended September 30, 2017
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues:
 
 
 
 
 
 
 
Fuel
$
2,567,755

 
$
355,776

 
$
57,623

 
$
2,981,154

Nonfuel
1,235,281

 
206,139

 
29,886

 
1,471,306

Rent and royalties from franchisees
9,387

 
162

 
3,102

 
12,651

Total revenues
3,812,423

 
562,077

 
90,611

 
4,465,111

 
 
 
 
 
 
 
 
Site level gross margin in excess of
site level operating expenses
$
348,603

 
$
30,825

 
$
7,025

 
$
386,453

 
 
 
 
 
 
 
 
Corporate operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
115,276

 
$
115,276

Real estate rent
 
 
 
 
206,742

 
206,742

Depreciation and amortization
 
 
 
 
91,163

 
91,163

Loss from operations
 
 
 
 
 
 
(26,728
)
 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
271

 
271

Interest expense, net
 
 
 
 
22,708

 
22,708

Income from equity investees
 
 
 
 
1,731

 
1,731

Loss before income taxes
 
 
 
 
 
 
(47,976
)
Benefit for income taxes
 
 
 
 
77,963

 
77,963

Net income
 
 
 
 
 
 
29,987

Less: net income for noncontrolling interests
 
 
 
 
 
 
100

Net income attributable to
common shareholders
 
 
 
 
 
 
$
29,887

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
252,619

 
$
43,411

 
$
374

 
$
296,404

Nonfuel
728,692

 
72,068

 
19,660

 
820,420

Rent and royalties from franchisees
9,387

 
162

 
3,102

 
12,651

Total gross margin
$
990,698

 
$
115,641

 
$
23,136

 
$
1,129,475

 
 
 
 
 
 
 
 
Site level operating expenses
$
642,095

 
$
84,816

 
$
16,111

 
$
743,022


15




TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Nine Months Ended September 30, 2016
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues:
 
 
 
 
 
 
 
Fuel
$
2,222,962

 
$
311,199

 
$
54,136

 
$
2,588,297

Nonfuel
1,226,735

 
197,718

 
16,591

 
1,441,044

Rent and royalties from franchisees
10,556

 
249

 
2,330

 
13,135

Total revenues
3,460,253

 
509,166

 
73,057

 
4,042,476

 
 
 
 
 
 
 
 
Site level gross margin in excess of
site level operating expenses
$
353,645

 
$
27,188

 
$
6,999

 
$
387,832

 
 
 
 
 
 
 
 
Corporate operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
101,787

 
$
101,787

Real estate rent
 
 
 
 
194,838

 
194,838

Depreciation and amortization
 
 
 
 
64,545

 
64,545

Income from operations
 
 
 
 
 
 
26,662

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
2,286

 
2,286

Interest expense, net
 
 
 
 
20,761

 
20,761

Income from equity investees
 
 
 
 
3,572

 
3,572

Income before income taxes
 
 
 
 
 
 
7,187

Provision for income taxes
 
 
 
 
(2,571
)
 
(2,571
)
Net income
 
 
 
 
 
 
4,616

Less: net income for noncontrolling interests
 
 
 
 
 
 
141

Net income attributable to
common shareholders
 
 
 
 
 
 
$
4,475

Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
264,446

 
$
38,905

 
$
376

 
$
303,727

Nonfuel
717,707

 
67,721

 
11,296

 
796,724

Rent and royalties from franchisees
10,556

 
249

 
2,330

 
13,135

Total gross margin
$
992,709

 
$
106,875

 
$
14,002

 
$
1,113,586

 
 
 
 
 
 
 
 
Site level operating expenses
$
639,064

 
$
79,687

 
$
7,003

 
$
725,754



(End)




16