EX-99.1 2 a20170630exhibit991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1


earningsreleas_image2a04.jpg
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 2017 Financial Results
____________________________________________________________________________________

Westlake, OH (August 8, 2017): TravelCenters of America LLC (Nasdaq: TA) today announced financial results for the three and six months ended June 30, 2017:
(in thousands, except per share and per gallon
amounts unless indicated otherwise)
Three Months Ended
June 30,
 
Six Months Ended
June 30,
2017
 
2016
 
2017
 
2016
Total revenues
$
1,498,668

 
$
1,430,008

 
$
2,889,434

 
$
2,579,830

(Loss) income before income taxes
(5,346
)
 
5,570

 
(54,062
)
 
(10,051
)
Net (loss) income attributable to common
shareholders
(3,013
)
 
3,521

 
(32,437
)
 
(6,423
)
 
 
 
 
 
 
 
 
Net (loss) income per common share attributable
   to common shareholders (basic and diluted)
$
(0.08
)
 
$
0.09

 
$
(0.82
)
 
$
(0.17
)
 
 
 
 
 
 
 
 
Supplemental Data:
 
 
 
 
 
 
 
Fuel sales volume (gallons):
 
 
 
 
 
 
 
Diesel fuel
412,629

 
418,519

 
807,334

 
840,919

Gasoline
139,718

 
142,635

 
259,169

 
261,239

Total fuel sales volume (gallons)
552,347

 
561,154

 
1,066,503

 
1,102,158

 
 
 
 
 
 
 
 
Total fuel revenues
$
990,265

 
$
931,211

 
$
1,925,561

 
$
1,640,739

Fuel gross margin
105,810

 
101,993

 
191,395

 
193,694

Fuel gross margin per gallon
$
0.192

 
$
0.182

 
$
0.179

 
$
0.176

 
 
 
 
 
 
 
 
Total nonfuel revenues
$
504,096

 
$
494,467

 
$
955,470

 
$
930,485

Nonfuel gross margin
280,129

 
272,175

 
535,504

 
516,490

Nonfuel gross margin percentage
55.6
%
 
55.0
%
 
56.0
%
 
55.5
%
 
 
 
 
 
 
 
 
EBITDA(1)
$
31,141

 
$
33,632

 
$
21,609

 
$
45,357

(1)
A reconciliation from net (loss) income to earnings before interest, taxes and depreciation and amortization, or EBITDA, appears in the supplemental data below. TA believes that net (loss) 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 second quarter results:
"During the second quarter of 2017 our dispute with FleetCor/Comdata increased our operating expenses by about $5.3 million in legal fees and what we believe to be excessive fuel card transaction fees. The status of our dispute with FleetCor/Comdata remained unchanged since the time of our first quarter report: we are awaiting a ruling from the Delaware Court of Chancery.
"We incurred about $1.3 million of site level operating expenses during the 2017 second quarter that we did not incur in the second quarter of 2016 in connection with certain operating initiatives, particularly in staffing our commercial tire efforts and to expand the capacity of our RoadSquad business.
"Our efforts to achieve stabilized results at our recently acquired locations continued largely as expected for our travel centers and restaurants, but we have encountered certain challenges at our convenience stores, including challenges that are impacting the convenience store industry generally. While I believe these challenges may increase the time it will take TA to achieve expected results at these stores, I believe TA's fuel pricing, merchandising and cost control strategies will continue positively impacting our financial results at these stores.
"Last quarter I reported that TA had identified certain cost savings initiatives that would begin to be realized in the second half of 2017. These initiatives have begun and we are starting to see the benefits in our financial results."
Second Quarter 2017 Business Commentary
Fuel sales volume decreased by 8.8 million gallons, or 1.6%, and same site fuel sales volume decreased by 11.1 million gallons, or 2.0%, each in the 2017 second quarter compared to the 2016 second quarter. TA believes fuel volume decreases experienced during the 2017 second quarter resulted from comparatively weak consumer demand for gasoline, a relatively weak trucking freight environment and especially continued fuel efficiency gains and especially by TA's commercial diesel fuel customers. Fuel revenue increased by $59.1 million, or 6.3%, in the 2017 second quarter compared to the 2016 second quarter primarily due to higher market prices for fuel during the 2017 second quarter compared to the 2016 second quarter. Fuel gross margin increased by $3.8 million ($0.010 per gallon), to $105.8 million ($0.192 per gallon) primarily as a result of increased fuel gross margin per gallon achieved as a result of declining fuel prices during the 2017 second quarter and the impact of TA's pricing and purchasing strategies.
Nonfuel revenue increased $9.6 million, or 1.9%, in the 2017 second quarter compared to the 2016 second quarter due to a $7.1 million increase attributable to sites acquired and developed since the beginning of the 2016 second quarter and a $2.5 million same site increase due to favorable effects of certain pricing and marketing initiatives. Nonfuel gross margin increased $8.0 million, or 2.9%, in the 2017 second quarter compared to the 2016 second quarter due to a $4.1 million increase from sites acquired and developed since the beginning of the 2016 second quarter, and a $3.9 million, or 1.5%, increase in same site nonfuel gross margin. Same site nonfuel gross margin in the 2017 second quarter was 55.4% of nonfuel revenue, compared to 54.9% in the 2016 second quarter, a change largely attributable to the positive impact of TA's purchasing and pricing strategies and TA's marketing initiatives.
Site level operating expenses increased $8.8 million, or 3.6%, in the 2017 second quarter compared to the 2016 second quarter primarily due to a $4.9 million increase from sites acquired and developed since the beginning of the 2016 second quarter and what TA believes to be excess transaction fees of $2.8 million TA incurred related to the dispute with FleetCor Technologies, Inc. and its subsidiary Comdata Inc., or FleetCor/Comdata. On a same site basis, site level operating expenses as a percentage of nonfuel revenues increased versus the prior year quarter by 50 basis points to 50.0%. The change in this percentage is primarily due to the increased transaction fees being charged by FleetCor/Comdata.
Selling, general and administrative expenses for the 2017 second quarter increased $1.9 million, or 5.2%, compared to the 2016 second quarter, primarily attributable to litigation costs of $2.5 million related to TA's dispute with FleetCor/Comdata. 
Real estate rent expense increased $4.4 million, or 6.8%, in the 2017 second quarter compared to the 2016 second quarter primarily from TA's sale to, and lease back from, Hospitality Properties Trust, or HPT, of five travel centers and improvements at leased sites since the beginning of the 2016 second quarter.
Depreciation and amortization expense increased $7.3 million, or 34.4%, in the 2017 second quarter compared to the 2016 second quarter primarily resulting from the locations acquired and other capital investments TA completed (and did not subsequently sell to HPT) since the beginning of the 2016 second quarter. The increase was partially offset by the reduction in TA's depreciable assets as a result of the sale to, and lease back from, HPT of two travel centers in June 2016.

2

Interest expense, net, increased by $1.1 million, or 16.3%, in the 2017 second quarter compared to the 2016 second quarter primarily due to capitalizing a smaller amount of total interest expense as a result of a reduced amount of assets under construction in the 2017 second quarter compared to the 2016 second quarter.
Net loss attributable to common shareholders for the 2017 second quarter was $3.0 million ($0.08 per common share) compared to net income attributable to common shareholders of $3.5 million ($0.09 per common share) for the 2016 second quarter. EBITDA for the 2017 second quarter decreased by $2.5 million, or 7.4%, as compared to the 2016 second quarter. A reconciliation from net (loss) 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 $60.9 million, or 5.0%, in the 2017 second quarter as compared to the 2016 second quarter. The increase in total revenues was primarily due to increases in market prices for fuel and from sales at recently developed properties opened in 2016 and 2017.
Site level gross margin in excess of site level operating expenses increased in the 2017 second quarter by $2.3 million, or 1.9%, as compared to the 2016 second quarter primarily due to a $5.0 million increase in nonfuel gross margin and a $2.5 million increase in fuel gross margin, partially offset by what TA believes to be excess transaction fees of $2.8 million being charged by FleetCor/Comdata.
On a same site basis, site level gross margin in excess of site level operating expenses increased by $2.8 million, or 2.4%, in the 2017 second quarter compared to the 2016 second quarter due to increases in nonfuel ($3.3 million) and fuel ($2.5 million) gross margin, which primarily resulted from an increase in fuel gross margin per gallon achieved as a result of declining fuel prices during the 2017 second quarter and the impact of TA's pricing and purchasing strategies, partially offset by an increase in site level operating expenses ($3.0 million) primarily due to what TA believes to be excess transaction fees being charged by FleetCor/Comdata.
Convenience Stores Segment
Both fuel and nonfuel revenues increased, resulting in an increase in total revenues of $5.3 million, or 2.8%, in the 2017 second quarter compared to the 2016 second quarter. The increase in total revenues was primarily due to the impact of the five locations acquired since the beginning of the 2016 second quarter and increases in market prices for fuel.
Site level gross margin in excess of site level operating expenses increased in the 2017 second quarter by $1.1 million, or 10.8%, as compared to the 2016 second quarter due to improvements in operating results at same sites and locations acquired since the beginning of the 2016 second quarter.
On a same site basis, site level gross margin in excess of site level operating expenses increased by $0.9 million, or 8.5%, in the 2017 second quarter compared to the 2016 second quarter due to increases in fuel ($1.2 million) and nonfuel ($0.6 million) gross margin, which primarily resulted from the impact of TA's continued improvements at recently acquired sites, partially offset by an increase in site level operating expenses.


3

Investment and Growth Activities
Since the beginning of 2011, when TA began its growth and acquisition program, to June 30, 2017, TA has invested $895.3 million to develop, purchase and improve travel centers, convenience stores and standalone restaurants. For the 12 months ended June 30, 2017, these investments produced site level gross margin in excess of site level operating expenses of $103.5 million, which, on a sequential basis, was $1.0 million, or 1.0%, more than the site level gross margin in excess of site level operating expenses for the 12 months ended March 31, 2017.
TA believes that its investments require a period after they are developed or acquired and upgrades are completed to reach expected stabilized financial results, generally three years for travel centers and one year for convenience stores.
TA acquired 37 travel centers during the 2011 to June 30, 2017, period. Of these stores, 36 are included in the "Travel Centers Segment Same Site Operating Data" for the six months ended June 30, 2017 and 2016. As of June 30, 2017, TA invested $313.4 million (including the cost of improvements) in these 36 locations, and these locations generated $53.2 million of site level gross margin in excess of site level operating expenses during the 12 months ended June 30, 2017. TA also developed four travel centers for a total investment of $95.9 million, and these locations generated $4.9 million of site level gross margin in excess of site level operating expenses during the 12 months ended June 30, 2017; TA operated these locations on average for less than a full year as of June 30, 2017 (one opened in each of January, March and May 2016, and March 2017).
TA acquired 228 convenience stores during the 2013 to June 30, 2017, period. Of these stores, 199 are included in the "Convenience Store Segment Same Site Operating Data" for the six months ended June 30, 2017 and 2016. As of June 30, 2017, TA invested $394.4 million (including the cost of improvements) in these 199 locations, and these locations generated $33.5 million of site level gross margin in excess of site level operating expenses during the 12 months ended June 30, 2017. The remaining 29 locations were acquired by TA in 2016 for a total investment of $49.0 million (including the cost of improvements), and these convenience stores generated $3.2 million of site level gross margin in excess of site level operating expenses during the 12 months ended June 30, 2017. Some of the 29 convenience stores TA acquired during 2016 were fully or partially out of service while being renovated during the 12 months ended June 30, 2017.
TA acquired one standalone restaurant during 2015 and 48 during 2016 (38 of which were operated by franchisees), and in 2017 acquired six of those 48 from one of TA's franchisees. As of June 30, 2017, TA invested $42.0 million (including the cost of improvements) in these 49 locations, and these locations generated $8.7 million of site level gross margin in excess of site level operating expenses during the 12 months ended June 30, 2017.
Other Growth Initiatives
In addition to the investments in new locations described above, TA made capital expenditures of $58.8 million during the six months ended June 30, 2017, some of which were site improvements of the type TA typically sells to HPT for an increase in rent and some of which were not yet complete as of June 30, 2017. Approximately $34.9 million of these expenditures are considered by TA to be investments designed to provide incremental returns. The returns on these investments may not exceed the cost of capital invested on a short term basis. TA does expect, however, that on a longer term basis, and especially during periods of economic and industry expansion, these investments may provide attractive returns. The remainder, or $23.9 million, is considered by TA to be investments to maintain TA's competitive position.


4

Conference Call:
On Tuesday, August 8, 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 June 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 10110436.
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 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.


5

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:
•
STATEMENTS BY TA'S CEO, MR. O'BRIEN, THAT CERTAIN INITIATIVES ARE CURRENTLY EXPECTED TO RESULT IN COST SAVINGS BEGINNING IN THE SECOND HALF OF 2017, AND EXPRESSIONS OF HIS CONFIDENCE IN GENERATING IMPROVED FINANCIAL RESULTS FROM RECENTLY ACQUIRED LOCATIONS MAY IMPLY THAT TA'S INITIATIVES WILL GENERATE INCREASED OPERATING INCOME. HOWEVER, THE EXPECTED INCREASED MARGINS OR DECREASED EXPENSES MAY BE DELAYED, MAY NOT BE REALIZED AND/OR MAY NOT BE IN EXCESS OF THE NEGATIVE IMPACT OF DECLINING CUSTOMER DEMAND FOR TA'S GOODS AND SERVICES, INCLUDING FUEL, OR OF EXCESS TRANSACTION FEES OR OTHER COSTS. TA'S SUCCESS IN THESE MATTERS DEPENDS ON MANY FACTORS, SOME OF WHICH ARE BEYOND TA'S CONTROL;
•
STATEMENTS BY MR. O'BRIEN, AND OTHER DISCLOSURES IN THIS PRESS RELEASE, SEPARATELY ADDRESS SOME OF THE IMPACTS OF TA'S LITIGATION WITH FLEETCOR/COMDATA. THE FACT THAT THESE ARE SEPARATELY ADDRESSED MAY IMPLY THAT THESE IMPACTS ARE GOING TO BE TEMPORARY, OR ONE-TIME IN NATURE. HOWEVER, TA'S LITIGATION WITH FLEETCOR/COMDATA IS ONGOING, AND UNLESS THE COURT DECIDES IN TA'S FAVOR OR A NEW AGREEMENT IS ACHIEVED, TA EXPECTS THAT FLEETCOR/COMDATA IS LIKELY TO CONTINUE TO IMPOSE ON TA INCREASED TRANSACTION FEES IN EXCESS OF THE TRANSACTION FEES PREVIOUSLY PAID PURSUANT TO ITS MERCHANT AGREEMENT (SUCH EXCESS FEES AVERAGED $0.9 MILLION PER MONTH IN THE MONTHS FEBRUARY THROUGH JUNE 2017), AND THAT TA WILL CONTINUE TO INCUR SIGNIFICANT COSTS RELATED TO THIS LITIGATION UNTIL IT IS COMPLETED. WHILE TA CURRENTLY EXPECTS THIS LITIGATION MAY BE CONCLUDED DURING THE THIRD QUARTER OF 2017, IT MAY NOT BE. IN ADDITION, DESPITE TA'S BELIEF IN THE MERITS OF ITS POSITIONS IN THIS LITIGATION, TA MAY NOT PREVAIL IN THIS LITIGATION. IF TA DOES NOT PREVAIL IN THIS LITIGATION, TA WILL NO LONGER HAVE A MERCHANT AGREEMENT WITH FLEETCOR/COMDATA AND, IF TA DOES NOT THEN ENTER A NEW MERCHANT AGREEMENT WITH FLEETCOR/COMDATA, TA MAY LOSE A MATERIAL AMOUNT OF FUTURE BUSINESS FROM ITS CUSTOMERS WHO USE COMDATA ISSUED FUEL CARDS, THE RESULT OF WHICH COULD HAVE A MATERIAL ADVERSE AFFECT ON TA'S BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS. EVEN IF TA PREVAILS IN THIS LITIGATION, TA MAY NEED TO REACH A NEW AGREEMENT WITH FLEETCOR/COMDATA REGARDING FEES BEFORE TA'S MERCHANT AGREEMENT EXPIRES ACCORDING TO ITS PRESENT TERMS ON JANUARY 2, 2022. MOREOVER, THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO TA'S MANAGEMENT AND IT IS EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE BEYOND THE ISSUANCE OF A RULING FROM THE COURT BECAUSE OF DELAYS, APPEALS OR OTHERWISE;
•
THIS PRESS RELEASE DISCLOSES CERTAIN INVESTMENTS TA MADE DURING THE SIX MONTHS ENDED JUNE 30, 2017, SOME OF WHICH WERE DESIGNED TO PROVIDE INCREMENTAL RETURNS TO TA AND SOME THAT ARE CONSIDERED TO BE INVESTMENTS TO MAINTAIN ITS COMPETITIVE POSITION. HOWEVER, TA MAY NOT REALIZE INCREMENTAL RETURNS OR MAINTAIN ITS COMPETITIVE POSITION AS A RESULT OF THESE INVESTMENTS; AND
•
THIS PRESS RELEASE STATES THAT TA IS CURRENTLY UNDERTAKING SEVERAL OPERATING INITIATIVES. TA MAY NOT REALIZE THE BENEFITS IT EXPECTS FROM THESE INITIATIVES AND THE COSTS IT INCURS IN DESIGNING, IMPLEMENTING AND EXECUTING THESE INITIATIVES MAY EXCEED ANY BENEFITS IT MAY REALIZE FROM THEM.

6

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 AND JUNE 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.

7



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


 
Three Months Ended
June 30,
 
2017
 
2016
Revenues:
 
 
 
Fuel
$
990,265

 
$
931,211

Nonfuel
504,096

 
494,467

Rent and royalties from franchisees
4,307

 
4,330

Total revenues
1,498,668

 
1,430,008

 
 
 
 
Cost of goods sold (excluding depreciation):
 
 
 
Fuel
884,455

 
829,218

Nonfuel
223,967

 
222,292

Total cost of goods sold
1,108,422

 
1,051,510

 
 
 
 
Operating expenses:
 
 
 
Site level operating
252,946

 
244,120

Selling, general and administrative
37,877

 
36,009

Real estate rent
69,144

 
64,736

Depreciation and amortization
28,649

 
21,322

Total operating expenses
388,616

 
366,187

 
 
 
 
Income from operations
1,630

 
12,311

 
 
 
 
Acquisition costs
63

 
1,092

Interest expense, net
7,838

 
6,740

Income from equity investees
925

 
1,091

(Loss) income before income taxes
(5,346
)
 
5,570

Benefit (provision) for income taxes
2,380

 
(1,985
)
Net (loss) income
(2,966
)
 
3,585

Less: net income for noncontrolling interests
47

 
64

Net (loss) income attributable to common shareholders
$
(3,013
)
 
$
3,521

 
 
 
 
Net (loss) income per common share attributable to common shareholders:
 
 
 
Basic and diluted
$
(0.08
)
 
$
0.09

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

8



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


 
Six Months Ended
June 30,
 
2017
 
2016
Revenues:
 

 
 

Fuel
$
1,925,561

 
$
1,640,739

Nonfuel
955,470

 
930,485

Rent and royalties from franchisees
8,403

 
8,606

Total revenues
2,889,434

 
2,579,830

 
 
 
 
Cost of goods sold (excluding depreciation):
 
 
 
Fuel
1,734,166

 
1,447,045

Nonfuel
419,966

 
413,995

Total cost of goods sold
2,154,132

 
1,861,040

 
 
 
 
Operating expenses:
 

 
 

Site level operating
498,861

 
478,170

Selling, general and administrative
78,689

 
66,975

Real estate rent
137,143

 
128,265

Depreciation and amortization
60,449

 
41,847

Total operating expenses
775,142

 
715,257

 
 
 
 
(Loss) income from operations
(39,840
)
 
3,533

 
 
 
 
Acquisition costs
203

 
2,061

Interest expense, net
15,222

 
13,561

Income from equity investees
1,203

 
2,038

Loss before income taxes
(54,062
)
 
(10,051
)
Benefit for income taxes
21,695

 
3,692

Net loss
(32,367
)
 
(6,359
)
Less: net income for noncontrolling interests
70

 
64

Net loss attributable to common shareholders
$
(32,437
)
 
$
(6,423
)
 
 
 
 
Net loss per common share attributable to common shareholders:
 
 
 
Basic and diluted
$
(0.82
)
 
$
(0.17
)
These financial statements should be read in conjunction with TA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, to be filed with the U.S. Securities and Exchange Commission.

9



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


 
June 30,
2017
 
December 31,
2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents 
$
76,625

 
$
61,312

Accounts receivable, net
115,417

 
107,246

Inventory
197,131

 
204,145

Other current assets
26,292

 
29,358

Total current assets
415,465

 
402,061

 
 
 
 
Property and equipment, net
1,023,032

 
1,082,022

Goodwill
89,698

 
88,542

Other intangible assets, net
35,510

 
37,738

Other noncurrent assets
60,988

 
49,478

Total assets
$
1,624,693

 
$
1,659,841

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
154,010

 
$
157,964

Current HPT Leases liabilities
40,432

 
39,720

Other current liabilities
148,515

 
132,648

Total current liabilities
342,957

 
330,332

 
 
 
 
Long term debt, net
319,183

 
318,739

Noncurrent HPT Leases liabilities
375,792

 
381,854

Other noncurrent liabilities
63,447

 
75,837

Total liabilities
1,101,379

 
1,106,762

 
 
 
 
Shareholders' equity (39,556 and 39,523 common shares outstanding
   at June 30, 2017 and December 31, 2016, respectively)
523,314

 
553,079

Total liabilities and shareholders' equity
$
1,624,693

 
$
1,659,841

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


10



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 (loss) income attributable to common shareholders, net (loss) income or income (loss) 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 (loss) 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 (loss) income for the three and six months ended June 30, 2017 and 2016.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Calculation of EBITDA:
 
 
 
 
 
 
 
Net (loss) income
$
(2,966
)
 
$
3,585

 
$
(32,367
)
 
$
(6,359
)
Add: (benefit) provision for income taxes
(2,380
)
 
1,985

 
(21,695
)
 
(3,692
)
Add: depreciation and amortization
28,649

 
21,322

 
60,449

 
41,847

Add: interest expense, net
7,838

 
6,740

 
15,222

 
13,561

EBITDA
$
31,141

 
$
33,632

 
$
21,609

 
$
45,357



11



TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(in thousands, except number of locations and 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 June 30, 2017, 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 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
June 30,
 
 
 
Six Months Ended
June 30,
 
 
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Number of same site company
operated locations
446

 
446

 
—

 
420

 
420

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Diesel sales volume (gallons)
406,394

 
413,285

 
(1.7)
 %
 
787,862

 
827,595

 
(4.8)
 %
Gasoline sales volume (gallons)
130,924

 
135,169

 
(3.1)
 %
 
233,504

 
240,904

 
(3.1)
 %
Total fuel sales volume (gallons)
537,318

 
548,454

 
(2.0)
 %
 
1,021,366

 
1,068,499

 
(4.4)
 %
 
 
 
 
 
 
 
 
 
 
 
 
Fuel revenues
$
962,124

 
$
908,518

 
5.9
 %
 
$
1,842,440

 
$
1,585,835

 
16.2
 %
Fuel gross margin
104,801

 
101,128

 
3.6
 %
 
186,275

 
190,722

 
(2.3)
 %
Fuel gross margin per gallon
$
0.195

 
$
0.184

 
6.0
 %
 
$
0.182

 
$
0.178

 
2.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
$
487,771

 
$
485,258

 
0.5
 %
 
$
905,427

 
$
907,220

 
(0.2)
 %
Nonfuel gross margin
270,234

 
266,324

 
1.5
 %
 
509,051

 
504,561

 
0.9
 %
Nonfuel gross margin percentage
55.4
%
 
54.9
%
 
50
 pts
 
56.2
%
 
55.6
%
 
60
 pts
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
$
375,035

 
$
367,452

 
2.1
 %
 
$
695,326

 
$
695,283

 
—
 %
Site level operating expenses
243,923

 
240,036

 
1.6
 %
 
472,630

 
466,996

 
1.2
 %
Site level operating expenses as a
percentage of nonfuel revenues
50.0
%
 
49.5
%
 
50
 pts
 
52.2
%
 
51.5
%
 
70
 pts
Site level gross margin in excess
of site level operating expenses
$
131,112

 
$
127,416

 
2.9
 %
 
$
222,696

 
$
228,287

 
(2.4)
 %

12



TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(in thousands, except number of locations and 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 June 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
June 30,
 
 
 
Six Months Ended
June 30,
 
 
Travel Centers
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Number of same site company
operated travel center locations
 
222

 
222

 
—

 
220

 
220

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Diesel sales volume (gallons)
 
401,691

 
408,578

 
(1.7)
 %
 
779,801

 
819,917

 
(4.9)
 %
Gasoline sales volume (gallons)
 
71,700

 
73,480

 
(2.4)
 %
 
131,424

 
134,598

 
(2.4)
 %
Total fuel sales volume (gallons)
 
473,391

 
482,058

 
(1.8)
 %
 
911,225

 
954,515

 
(4.5)
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel revenues
 
$
843,443

 
$
790,390

 
6.7
 %
 
$
1,640,405

 
$
1,406,259

 
16.7
 %
Fuel gross margin
 
89,696

 
87,213

 
2.8
 %
 
162,157

 
168,000

 
(3.5)
 %
Fuel gross margin per gallon
 
$
0.189

 
$
0.181

 
4.4
 %
 
$
0.178

 
$
0.176

 
1.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
 
$
417,902

 
$
416,095

 
0.4
 %
 
$
788,307

 
$
791,728

 
(0.4)
 %
Nonfuel gross margin
 
245,827

 
242,517

 
1.4
 %
 
467,495

 
464,237

 
0.7
 %
Nonfuel gross margin percentage
 
58.8
%
 
58.3
%
 
50
 pts
 
59.3
%
 
58.6
%
 
70
 pts
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
335,523

 
$
329,730

 
1.8
 %
 
$
629,652

 
$
632,237

 
(0.4)
 %
Site level operating expenses
 
215,872

 
212,876

 
1.4
 %
 
422,650

 
418,790

 
0.9
 %
Site level operating expenses as a
percentage of nonfuel revenues
 
51.7
%
 
51.2
%
 
50
 pts
 
53.6
%
 
52.9
%
 
70
 pts
Site level gross margin in excess
of site level operating expenses
 
$
119,651

 
$
116,854

 
2.4
 %
 
$
207,002

 
$
213,447

 
(3.0)
 %


13



TRAVELCENTERS OF AMERICA LLC
SUPPLEMENTAL SAME SITE OPERATING DATA
(in thousands, except number of locations and 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 June 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
June 30,
 
 
 
Six Months Ended
June 30,
 
 
Convenience Stores
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Number of same site company
operated convenience store
locations
 
224

 
224

 
—

 
200

 
200

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Total acquisition cost and
initial renovation investment
at end of period
 
$
432,376

 
$
420,568

 
2.8
 %
 
$
394,349

 
$
385,772

 
2.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel sales volume (gallons)
 
63,927

 
66,396

 
(3.7)
 %
 
110,141

 
113,984

 
(3.4)
 %
Fuel revenues
 
$
118,681

 
$
118,128

 
0.5
 %
 
$
202,035

 
$
179,576

 
12.5
 %
Fuel gross margin
 
15,105

 
13,915

 
8.6
 %
 
24,118

 
22,722

 
6.1
 %
Fuel gross margin per gallon
 
$
0.236

 
$
0.210

 
12.4
 %
 
$
0.219

 
$
0.199

 
10.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonfuel revenues
 
$
69,869

 
$
69,163

 
1.0
 %
 
$
117,120

 
$
115,492

 
1.4
 %
Nonfuel gross margin
 
24,407

 
23,807

 
2.5
 %
 
41,556

 
40,324

 
3.1
 %
Nonfuel gross margin percentage
 
34.9
%
 
34.4
%
 
50
 pts
 
35.5
%
 
34.9
%
 
60
 pts
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
39,512

 
$
37,722

 
4.7
 %
 
$
65,674

 
$
63,046

 
4.2
 %
Site level operating expenses
 
28,051

 
27,160

 
3.3
 %
 
49,980

 
48,206

 
3.7
 %
Site level operating expenses as a
percentage of nonfuel revenues
 
40.1
%
 
39.3
%
 
80
 pts
 
42.7
%
 
41.7
%
 
100
 pts
Site level gross margin in excess
of site level operating expenses
 
$
11,461

 
$
10,562

 
8.5
 %
 
$
15,694

 
$
14,840

 
5.8
 %



14



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, 2017 and 2016.
 
Three Months Ended June 30, 2017
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues:
 
 
 
 
 
 
 
Fuel
$
848,289

 
$
122,287

 
$
19,689

 
$
990,265

Nonfuel
421,741

 
71,884

 
10,471

 
504,096

Rent and royalties from franchisees
3,189

 
54

 
1,064

 
4,307

Total revenues
1,273,219

 
194,225

 
31,224

 
1,498,668

 
 
 
 
 
 
 
 
Site level gross margin in excess of
site level operating expenses
$
122,942

 
$
11,707

 
$
2,651

 
$
137,300

 
 
 
 
 
 
 
 
Corporate operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
37,877

 
$
37,877

Real estate rent
 
 
 
 
69,144

 
69,144

Depreciation and amortization
 
 
 
 
28,649

 
28,649

Income from operations
 
 
 
 
 
 
1,630

 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
63

 
63

Interest expense, net
 
 
 
 
7,838

 
7,838

Income from equity investees
 
 
 
 
925

 
925

Loss before income taxes
 
 
 
 
 
 
(5,346
)
Benefit for income taxes
 
 
 
 
2,380

 
2,380

Net loss
 
 
 
 
 
 
(2,966
)
Less: net income for noncontrolling interests
 
 
 
 
 
 
47

Net loss attributable to
common shareholders
 
 
 
 
 
 
$
(3,013
)
Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
90,235

 
$
15,535

 
$
40

 
$
105,810

Nonfuel
248,140

 
25,115

 
6,874

 
280,129

Rent and royalties from franchisees
3,189

 
54

 
1,064

 
4,307

Total gross margin
$
341,564

 
$
40,704

 
$
7,978

 
$
390,246

 
 
 
 
 
 
 
 
Site level operating expenses
$
218,622

 
$
28,997

 
$
5,327

 
$
252,946




15



TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
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
417,168

 
69,673

 
7,626

 
494,467

Rent and royalties from franchisees
3,176

 
57

 
1,097

 
4,330

Total revenues
1,212,360

 
188,923

 
28,725

 
1,430,008

 
 
 
 
 
 
 
 
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




16



TRAVELCENTERS OF AMERICA LLC
BUSINESS SEGMENT INFORMATION
(in thousands)


 
Six Months Ended June 30, 2017
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 
Consolidated
Revenues:
 
 
 
 
 
 
 
Fuel
$
1,662,430

 
$
225,993

 
$
37,138

 
$
1,925,561

Nonfuel
803,153

 
132,586

 
19,731

 
955,470

Rent and royalties from franchisees
6,218

 
108

 
2,077

 
8,403

Total revenues
2,471,801

 
358,687

 
58,946

 
2,889,434

 
 
 
 
 
 
 
 
Site level gross margin in excess of
site level operating expenses
$
214,505

 
$
17,070

 
$
4,866

 
$
236,441

 
 
 
 
 
 
 
 
Corporate operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
$
78,689

 
$
78,689

Real estate rent
 
 
 
 
137,143

 
137,143

Depreciation and amortization
 
 
 
 
60,449

 
60,449

Loss from operations
 
 
 
 
 
 
(39,840
)
 
 
 
 
 
 
 
 
Acquisition costs
 
 
 
 
203

 
203

Interest expense, net
 
 
 
 
15,222

 
15,222

Income from equity investees
 
 
 
 
1,203

 
1,203

Loss before income taxes
 
 
 
 
 
 
(54,062
)
Benefit for income taxes
 
 
 
 
21,695

 
21,695

Net loss
 
 
 
 
 
 
(32,367
)
Less: net income for noncontrolling interests
 
 
 
 
 
 
70

Net loss attributable to
common shareholders
 
 
 
 
 
 
$
(32,437
)
Supplemental data:
Gross margin
 
 
 
 
 
 
 
Fuel
$
164,489

 
$
26,780

 
$
126

 
$
191,395

Nonfuel
476,351

 
46,230

 
12,923

 
535,504

Rent and royalties from franchisees
6,218

 
108

 
2,077

 
8,403

Total gross margin
$
647,058

 
$
73,118

 
$
15,126

 
$
735,302

 
 
 
 
 
 
 
 
Site level operating expenses
$
432,553

 
$
56,048

 
$
10,260

 
$
498,861


17



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
798,351

 
123,796

 
8,338

 
930,485

Rent and royalties from franchisees
7,318

 
191

 
1,097

 
8,606

Total revenues
2,220,265

 
315,811

 
43,754

 
2,579,830

 
 
 
 
 
 
 
 
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



(End)




18