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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TravelCenters of America Inc | NASDAQ:TA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 86.00 | 84.21 | 88.25 | 0 | 01:00:00 |
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Page
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March 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
37,646
|
|
|
$
|
61,312
|
|
Accounts receivable (less allowance for doubtful accounts of $599 and $744 as of
March 31, 2017 and December 31, 2016, respectively)
|
111,981
|
|
|
107,246
|
|
||
Inventory
|
197,949
|
|
|
204,145
|
|
||
Other current assets
|
25,585
|
|
|
29,358
|
|
||
Total current assets
|
373,161
|
|
|
402,061
|
|
||
|
|
|
|
||||
Property and equipment, net
|
1,061,992
|
|
|
1,082,022
|
|
||
Goodwill
|
89,698
|
|
|
88,542
|
|
||
Other intangible assets, net
|
36,604
|
|
|
37,738
|
|
||
Other noncurrent assets
|
57,305
|
|
|
49,478
|
|
||
Total assets
|
$
|
1,618,760
|
|
|
$
|
1,659,841
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
143,917
|
|
|
$
|
157,964
|
|
Current HPT Leases liabilities
|
40,351
|
|
|
39,720
|
|
||
Other current liabilities
|
149,125
|
|
|
132,648
|
|
||
Total current liabilities
|
333,393
|
|
|
330,332
|
|
||
|
|
|
|
||||
Long term debt, net
|
318,959
|
|
|
318,739
|
|
||
Noncurrent HPT Leases liabilities
|
378,426
|
|
|
381,854
|
|
||
Other noncurrent liabilities
|
62,981
|
|
|
75,837
|
|
||
Total liabilities
|
1,093,759
|
|
|
1,106,762
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common shares, no par value, 41,369 shares authorized as of March 31, 2017
and December 31, 2016, and 39,518 and 39,523 shares issued and outstanding as
of March 31, 2017 and December 31, 2016, respectively
|
687,523
|
|
|
686,348
|
|
||
Accumulated other comprehensive income
|
159
|
|
|
11
|
|
||
Accumulated deficit
|
(164,102
|
)
|
|
(134,678
|
)
|
||
Total TA shareholders' equity
|
523,580
|
|
|
551,681
|
|
||
Noncontrolling interests
|
1,421
|
|
|
1,398
|
|
||
Total shareholders' equity
|
525,001
|
|
|
553,079
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,618,760
|
|
|
$
|
1,659,841
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
|
|
||
Fuel
|
$
|
935,296
|
|
|
$
|
709,528
|
|
Nonfuel
|
451,374
|
|
|
436,018
|
|
||
Rent and royalties from franchisees
|
4,096
|
|
|
4,276
|
|
||
Total revenues
|
1,390,766
|
|
|
1,149,822
|
|
||
|
|
|
|
||||
Cost of goods sold (excluding depreciation):
|
|
|
|
|
|
||
Fuel
|
849,711
|
|
|
617,827
|
|
||
Nonfuel
|
195,999
|
|
|
191,703
|
|
||
Total cost of goods sold
|
1,045,710
|
|
|
809,530
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
||
Site level operating
|
245,915
|
|
|
234,050
|
|
||
Selling, general and administrative
|
40,812
|
|
|
30,966
|
|
||
Real estate rent
|
67,999
|
|
|
63,529
|
|
||
Depreciation and amortization
|
31,800
|
|
|
20,525
|
|
||
Total operating expenses
|
386,526
|
|
|
349,070
|
|
||
|
|
|
|
||||
Loss from operations
|
(41,470
|
)
|
|
(8,778
|
)
|
||
|
|
|
|
||||
Acquisition costs
|
140
|
|
|
969
|
|
||
Interest expense, net
|
7,384
|
|
|
6,821
|
|
||
Income from equity investees
|
278
|
|
|
947
|
|
||
Loss
before income taxes
|
(48,716
|
)
|
|
(15,621
|
)
|
||
Benefit for income taxes
|
19,315
|
|
|
5,677
|
|
||
Net
loss
|
(29,401
|
)
|
|
(9,944
|
)
|
||
Less: net income for noncontrolling interests
|
23
|
|
|
—
|
|
||
Net
loss
attributable to common shareholders
|
$
|
(29,424
|
)
|
|
$
|
(9,944
|
)
|
|
|
|
|
||||
Other comprehensive
income,
net of tax:
|
|
|
|
|
|
||
Foreign currency income, net of taxes of $18 and $121, respectively
|
$
|
26
|
|
|
$
|
194
|
|
Equity interest in investee's unrealized gain on investments
|
122
|
|
|
52
|
|
||
Other comprehensive income attributable to common shareholders
|
148
|
|
|
246
|
|
||
|
|
|
|
||||
Comprehensive loss attributable to common shareholders
|
$
|
(29,276
|
)
|
|
$
|
(9,698
|
)
|
|
|
|
|
||||
Net loss per common share attributable to common shareholders:
|
|
|
|
|
|
||
Basic and diluted
|
$
|
(0.74
|
)
|
|
$
|
(0.26
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(29,401
|
)
|
|
$
|
(9,944
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
|
|
|
|
|
|
||
Noncash rent expense
|
(3,662
|
)
|
|
(3,346
|
)
|
||
Depreciation and amortization expense
|
31,800
|
|
|
20,525
|
|
||
Deferred income taxes
|
(20,746
|
)
|
|
(4,121
|
)
|
||
Changes in operating assets and liabilities, net of effects of business acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(4,590
|
)
|
|
(17,061
|
)
|
||
Inventory
|
6,282
|
|
|
1,676
|
|
||
Other assets
|
3,805
|
|
|
6,497
|
|
||
Accounts payable and other liabilities
|
4,351
|
|
|
16,998
|
|
||
Other, net
|
1,418
|
|
|
246
|
|
||
Net cash (used in) provided by operating activities
|
(10,743
|
)
|
|
11,470
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Proceeds from asset sales
|
24,324
|
|
|
37,761
|
|
||
Capital expenditures
|
(30,066
|
)
|
|
(56,479
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
(6,110
|
)
|
|
(35,123
|
)
|
||
Other
|
(1,500
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(13,352
|
)
|
|
(53,841
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from sale leaseback transactions with HPT
|
584
|
|
|
50
|
|
||
Sale leaseback financing obligation payments
|
(186
|
)
|
|
(118
|
)
|
||
Other, net
|
—
|
|
|
(74
|
)
|
||
Net cash provided by (used in) financing activities
|
398
|
|
|
(142
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
31
|
|
|
30
|
|
||
Net decrease in cash and cash equivalents
|
(23,666
|
)
|
|
(42,483
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
61,312
|
|
|
172,087
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
37,646
|
|
|
$
|
129,604
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid (including rent classified as interest and net of capitalized interest)
|
$
|
7,671
|
|
|
$
|
6,971
|
|
Income taxes received, net of payments
|
26
|
|
|
420
|
|
1.
|
Business Description and Basis of Presentation
|
2.
|
Earnings Per Share
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net loss attributable to common shareholders, as reported
|
$
|
(29,424
|
)
|
|
$
|
(9,944
|
)
|
Less: net loss attributable to participating securities
|
(1,559
|
)
|
|
(489
|
)
|
||
Net loss available to common shareholders
|
$
|
(27,865
|
)
|
|
$
|
(9,455
|
)
|
|
|
|
|
||||
Weighted average common shares
(1)
|
37,426
|
|
|
36,891
|
|
||
|
|
|
|
||||
Basic and diluted net loss per common share
|
$
|
(0.74
|
)
|
|
$
|
(0.26
|
)
|
(1)
|
Excludes the unvested shares awarded under our share award plans, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding for the three months ended
March 31, 2017
and
2016
, was
2,094
and
1,908
, respectively.
|
3.
|
Acquisitions
|
4.
|
Goodwill
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Travel center segment
|
$
|
17,252
|
|
|
$
|
17,252
|
|
Convenience store segment
|
69,400
|
|
|
69,400
|
|
||
Quaker Steak & Lube business
|
3,046
|
|
|
1,890
|
|
||
Total goodwill
|
$
|
89,698
|
|
|
$
|
88,542
|
|
5.
|
Income Taxes
|
6.
|
Equity Investments
|
|
PTP
|
|
Other
(1)
|
|
Total
|
||||||
Investment balance:
|
|
|
|
|
|
||||||
As of March 31, 2017
|
$
|
22,203
|
|
|
$
|
23,951
|
|
|
$
|
46,154
|
|
As of December 31, 2016
|
21,657
|
|
|
24,097
|
|
|
45,754
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from equity investments:
|
|
|
|
|
|
||||||
Three months ended March 31, 2017
|
$
|
547
|
|
|
$
|
(269
|
)
|
|
$
|
278
|
|
Three months ended March 31, 2016
|
870
|
|
|
77
|
|
|
947
|
|
(1)
|
Includes equity investments that are not individually material to our consolidated financial statements, including our investment in Affiliates Insurance Company, or AIC. See Note 9 for more information about our investment in AIC.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Total revenues
|
$
|
26,241
|
|
|
$
|
23,804
|
|
Cost of goods sold (excluding depreciation)
|
19,135
|
|
|
16,376
|
|
||
Operating income
|
1,609
|
|
|
2,407
|
|
||
Net income and comprehensive income
|
1,502
|
|
|
2,291
|
|
7.
|
HPT Leases
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Current HPT Leases liabilities:
|
|
|
|
|
|
||
Accrued rent
|
$
|
23,373
|
|
|
$
|
22,868
|
|
Sale leaseback financing obligation
|
610
|
|
|
484
|
|
||
Straight line rent accrual
|
2,458
|
|
|
2,458
|
|
||
Deferred gain
|
10,140
|
|
|
10,140
|
|
||
Deferred tenant improvements allowance
|
3,770
|
|
|
3,770
|
|
||
Total current HPT Leases liabilities
|
$
|
40,351
|
|
|
$
|
39,720
|
|
|
|
|
|
||||
Noncurrent HPT Leases liabilities:
|
|
|
|
|
|
||
Deferred rent obligation
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Sale leaseback financing obligation
|
21,475
|
|
|
21,165
|
|
||
Straight line rent accrual
|
47,511
|
|
|
47,771
|
|
||
Deferred gain
|
118,796
|
|
|
121,331
|
|
||
Deferred tenant improvements allowance
|
40,644
|
|
|
41,587
|
|
||
Total noncurrent HPT Leases liabilities
|
$
|
378,426
|
|
|
$
|
381,854
|
|
8.
|
Business and Property Management Agreements with RMR
|
9.
|
Related Party Transactions
|
10.
|
Contingencies
|
11.
|
Inventory
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Nonfuel products
|
$
|
164,247
|
|
|
$
|
167,813
|
|
Fuel products
|
33,702
|
|
|
36,332
|
|
||
Total inventory
|
$
|
197,949
|
|
|
$
|
204,145
|
|
12.
|
Segment Information
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Travel
Centers |
|
Convenience
Stores |
|
Corporate
and Other |
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
814,141
|
|
|
$
|
103,706
|
|
|
$
|
17,449
|
|
|
$
|
935,296
|
|
Nonfuel
|
381,412
|
|
|
60,702
|
|
|
9,260
|
|
|
451,374
|
|
||||
Rent and royalties from franchisees
|
3,029
|
|
|
54
|
|
|
1,013
|
|
|
4,096
|
|
||||
Total revenues
|
1,198,582
|
|
|
164,462
|
|
|
27,722
|
|
|
1,390,766
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
91,563
|
|
|
$
|
5,363
|
|
|
$
|
2,215
|
|
|
$
|
99,141
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
$
|
40,812
|
|
|
$
|
40,812
|
|
||||
Real estate rent
|
|
|
|
|
67,999
|
|
|
67,999
|
|
||||||
Depreciation and amortization
|
|
|
|
|
31,800
|
|
|
31,800
|
|
||||||
Loss from operations
|
|
|
|
|
|
|
(41,470
|
)
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
|
|
|
140
|
|
|
140
|
|
||||||
Interest expense, net
|
|
|
|
|
7,384
|
|
|
7,384
|
|
||||||
Income from equity investees
|
|
|
|
|
278
|
|
|
278
|
|
||||||
Loss before income taxes
|
|
|
|
|
|
|
(48,716
|
)
|
|||||||
Benefit for income taxes
|
|
|
|
|
19,315
|
|
|
19,315
|
|
||||||
Net loss
|
|
|
|
|
|
|
(29,401
|
)
|
|||||||
Less: net income for noncontrolling interests
|
|
|
|
|
|
|
23
|
|
|||||||
Net loss attributable to
common shareholders
|
|
|
|
|
|
|
$
|
(29,424
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Travel
Centers |
|
Convenience
Stores |
|
Corporate
and Other |
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
622,580
|
|
|
$
|
72,631
|
|
|
$
|
14,317
|
|
|
$
|
709,528
|
|
Nonfuel
|
381,183
|
|
|
54,123
|
|
|
712
|
|
|
436,018
|
|
||||
Rent and royalties from franchisees
|
4,142
|
|
|
134
|
|
|
—
|
|
|
4,276
|
|
||||
Total revenues
|
1,007,905
|
|
|
126,888
|
|
|
15,029
|
|
|
1,149,822
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Site level gross margin in excess of
site level operating expenses
|
$
|
101,031
|
|
|
$
|
4,371
|
|
|
$
|
840
|
|
|
$
|
106,242
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
$
|
30,966
|
|
|
$
|
30,966
|
|
||||
Real estate rent
|
|
|
|
|
63,529
|
|
|
63,529
|
|
||||||
Depreciation and amortization
|
|
|
|
|
20,525
|
|
|
20,525
|
|
||||||
Loss from operations
|
|
|
|
|
|
|
(8,778
|
)
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
|
|
|
969
|
|
|
969
|
|
||||||
Interest expense, net
|
|
|
|
|
6,821
|
|
|
6,821
|
|
||||||
Income from equity investees
|
|
|
|
|
947
|
|
|
947
|
|
||||||
Loss before income taxes
|
|
|
|
|
|
|
(15,621
|
)
|
|||||||
Benefit for income taxes
|
|
|
|
|
5,677
|
|
|
5,677
|
|
||||||
Net loss
|
|
|
|
|
|
|
(9,944
|
)
|
|||||||
Less: net income for noncontrolling interests
|
|
|
|
|
|
|
—
|
|
|||||||
Net loss attributable to
common shareholders
|
|
|
|
|
|
|
$
|
(9,944
|
)
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
||
Fuel
|
$
|
935,296
|
|
|
$
|
709,528
|
|
|
31.8
|
%
|
Nonfuel
|
451,374
|
|
|
436,018
|
|
|
3.5
|
%
|
||
Rent and royalties from franchisees
|
4,096
|
|
|
4,276
|
|
|
(4.2
|
)%
|
||
Total revenues
|
1,390,766
|
|
|
1,149,822
|
|
|
21.0
|
%
|
||
|
|
|
|
|
|
|||||
Gross margin:
|
|
|
|
|
|
|||||
Fuel
|
85,585
|
|
|
91,701
|
|
|
(6.7
|
)%
|
||
Nonfuel
|
255,375
|
|
|
244,315
|
|
|
4.5
|
%
|
||
Rent and royalties from franchisees
|
4,096
|
|
|
4,276
|
|
|
(4.2
|
)%
|
||
Total gross margin
|
345,056
|
|
|
340,292
|
|
|
1.4
|
%
|
||
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|||
Site level operating
|
245,915
|
|
|
234,050
|
|
|
5.1
|
%
|
||
Selling, general and administrative
|
40,812
|
|
|
30,966
|
|
|
31.8
|
%
|
||
Real estate rent
|
67,999
|
|
|
63,529
|
|
|
7.0
|
%
|
||
Depreciation and amortization
|
31,800
|
|
|
20,525
|
|
|
54.9
|
%
|
||
Total operating expenses
|
386,526
|
|
|
349,070
|
|
|
10.7
|
%
|
||
|
|
|
|
|
|
|||||
Loss from operations
|
(41,470
|
)
|
|
(8,778
|
)
|
|
372.4
|
%
|
||
|
|
|
|
|
|
|||||
Acquisition costs
|
140
|
|
|
969
|
|
|
(85.6
|
)%
|
||
Interest expense, net
|
7,384
|
|
|
6,821
|
|
|
8.3
|
%
|
||
Income from equity investees
|
278
|
|
|
947
|
|
|
(70.6
|
)%
|
||
Loss before income taxes
|
(48,716
|
)
|
|
(15,621
|
)
|
|
211.9
|
%
|
||
Benefit for income taxes
|
19,315
|
|
|
5,677
|
|
|
240.2
|
%
|
||
Net loss
|
(29,401
|
)
|
|
(9,944
|
)
|
|
195.7
|
%
|
||
Less net income for noncontrolling interests
|
23
|
|
|
—
|
|
|
NM
|
|
||
Net loss attributable to common shareholders
|
$
|
(29,424
|
)
|
|
$
|
(9,944
|
)
|
|
195.9
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|||||
Fuel Gallons Sold
|
|
2017
|
|
2016
|
|
Change
|
|||
Travel centers
|
|
447,690
|
|
|
476,648
|
|
|
(6.1
|
)%
|
Convenience stores
|
|
57,319
|
|
|
54,242
|
|
|
5.7
|
%
|
Corporate and other
|
|
9,147
|
|
|
10,114
|
|
|
(9.6
|
)%
|
Consolidated totals
|
|
514,156
|
|
|
541,004
|
|
|
(5.0
|
)%
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
Fuel Revenues
|
|
2017
|
|
2016
|
|
Change
|
|||||
Travel centers
|
|
$
|
814,141
|
|
|
$
|
622,580
|
|
|
30.8
|
%
|
Convenience stores
|
|
103,706
|
|
|
72,631
|
|
|
42.8
|
%
|
||
Corporate and other
|
|
17,449
|
|
|
14,317
|
|
|
21.9
|
%
|
||
Consolidated totals
|
|
$
|
935,296
|
|
|
$
|
709,528
|
|
|
31.8
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Number of company operated travel center locations at end of period
|
226
|
|
|
225
|
|
|
1
|
|
||
Number of franchise operated travel center locations at end of period
|
30
|
|
|
30
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Fuel:
|
|
|
|
|
|
|||||
Fuel sales volume (gallons)
|
447,690
|
|
|
476,648
|
|
|
(6.1)
|
%
|
||
Fuel revenues
|
$
|
814,141
|
|
|
$
|
622,580
|
|
|
30.8
|
%
|
Fuel gross margin
|
74,254
|
|
|
81,800
|
|
|
(9.2)
|
%
|
||
Fuel gross margin per gallon
|
$
|
0.166
|
|
|
$
|
0.172
|
|
|
(3.5)
|
%
|
|
|
|
|
|
|
|||||
Nonfuel:
|
|
|
|
|
|
|||||
Nonfuel revenues
|
$
|
381,412
|
|
|
$
|
381,183
|
|
|
0.1
|
%
|
Nonfuel gross margin
|
228,211
|
|
|
224,983
|
|
|
1.4
|
%
|
||
Nonfuel gross margin percentage
|
59.8
|
%
|
|
59.0
|
%
|
|
80
|
pts
|
||
|
|
|
|
|
|
|||||
Total revenues
|
$
|
1,198,582
|
|
|
$
|
1,007,905
|
|
|
18.9
|
%
|
Total gross margin
|
305,494
|
|
|
310,925
|
|
|
(1.7)
|
%
|
||
Site level operating expenses
|
213,931
|
|
|
209,894
|
|
|
1.9
|
%
|
||
Site level operating expenses as a percentage of nonfuel revenues
|
56.1
|
%
|
|
55.1
|
%
|
|
100
|
pts
|
||
Site level gross margin in excess of site level operating expenses
|
$
|
91,563
|
|
|
$
|
101,031
|
|
|
(9.4)
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Number of same site company operated travel center locations
|
220
|
|
|
220
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Fuel:
|
|
|
|
|
|
|||||
Fuel sales volume (gallons)
|
442,160
|
|
|
475,169
|
|
|
(6.9)
|
%
|
||
Fuel revenues
|
$
|
804,609
|
|
|
$
|
620,507
|
|
|
29.7
|
%
|
Fuel gross margin
|
73,274
|
|
|
81,471
|
|
|
(10.1)
|
%
|
||
Fuel gross margin per gallon
|
$
|
0.166
|
|
|
$
|
0.171
|
|
|
(2.9)
|
%
|
|
|
|
|
|
|
|||||
Nonfuel:
|
|
|
|
|
|
|||||
Nonfuel revenues
|
$
|
374,941
|
|
|
$
|
379,428
|
|
|
(1.2)
|
%
|
Nonfuel gross margin
|
224,328
|
|
|
223,937
|
|
|
0.2
|
%
|
||
Nonfuel gross margin percentage
|
59.8
|
%
|
|
59.0
|
%
|
|
80
|
pts
|
||
|
|
|
|
|
|
|||||
Total gross margin
|
$
|
297,602
|
|
|
$
|
305,408
|
|
|
(2.6)
|
%
|
Site level operating expenses
|
208,643
|
|
|
207,945
|
|
|
0.3
|
%
|
||
Site level operating expenses as a percentage of nonfuel revenues
|
55.6
|
%
|
|
54.8
|
%
|
|
80
|
pts
|
||
Site level gross margin in excess of site level operating expenses
|
$
|
88,959
|
|
|
$
|
97,463
|
|
|
(8.7)
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the three months ended March 31, 2016
|
476,648
|
|
|
$
|
622,580
|
|
|
|
|
|
|||
Increase due to petroleum products price changes
|
|
|
243,667
|
|
||
Decrease due to same site volume changes
|
(33,009
|
)
|
|
(60,017
|
)
|
|
Increase due to locations opened
|
4,051
|
|
|
7,911
|
|
|
Net change from prior year period
|
(28,958
|
)
|
|
191,561
|
|
|
|
|
|
|
|||
Results for the three months ended March 31, 2017
|
447,690
|
|
|
$
|
814,141
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Number of company operated convenience store locations
at end of period
|
232
|
|
|
227
|
|
|
5
|
|
||
Number of dealer operated convenience store locations at
end of period
|
1
|
|
|
1
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Fuel:
|
|
|
|
|
|
|||||
Fuel sales volume (gallons)
|
57,319
|
|
|
54,242
|
|
|
5.7
|
%
|
||
Fuel revenues
|
$
|
103,706
|
|
|
$
|
72,631
|
|
|
42.8
|
%
|
Fuel gross margin
|
11,245
|
|
|
9,789
|
|
|
14.9
|
%
|
||
Fuel gross margin per gallon
|
$
|
0.196
|
|
|
$
|
0.180
|
|
|
8.9
|
%
|
|
|
|
|
|
|
|||||
Nonfuel:
|
|
|
|
|
|
|||||
Nonfuel revenues
|
$
|
60,702
|
|
|
$
|
54,123
|
|
|
12.2
|
%
|
Nonfuel gross margin
|
21,115
|
|
|
18,777
|
|
|
12.5
|
%
|
||
Nonfuel gross margin percentage
|
34.8
|
%
|
|
34.7
|
%
|
|
10
|
pts
|
||
|
|
|
|
|
|
|||||
Total revenues
|
$
|
164,462
|
|
|
$
|
126,888
|
|
|
29.6
|
%
|
Total gross margin
|
32,414
|
|
|
28,700
|
|
|
12.9
|
%
|
||
Site level operating expenses
|
27,051
|
|
|
24,329
|
|
|
11.2
|
%
|
||
Site level operating expenses as a percentage of nonfuel revenues
|
44.6
|
%
|
|
45.0
|
%
|
|
(40
|
)pts
|
||
Site level gross margin in excess of site level operating expenses
|
$
|
5,363
|
|
|
$
|
4,371
|
|
|
22.7
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Number of same site company operated convenience store locations
|
200
|
|
|
200
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Fuel:
|
|
|
|
|
|
|||||
Fuel sales volume (gallons)
|
51,138
|
|
|
52,776
|
|
|
(3.1)
|
%
|
||
Fuel revenues
|
$
|
92,543
|
|
|
$
|
70,664
|
|
|
31.0
|
%
|
Fuel gross margin
|
10,109
|
|
|
9,584
|
|
|
5.5
|
%
|
||
Fuel gross margin per gallon
|
$
|
0.198
|
|
|
$
|
0.182
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|||||
Nonfuel:
|
|
|
|
|
|
|||||
Nonfuel revenues
|
$
|
53,725
|
|
|
$
|
52,773
|
|
|
1.8
|
%
|
Nonfuel gross margin
|
19,058
|
|
|
18,343
|
|
|
3.9
|
%
|
||
Nonfuel gross margin percentage
|
35.5
|
%
|
|
34.8
|
%
|
|
70
|
pts
|
||
|
|
|
|
|
|
|||||
Total gross margin
|
$
|
29,167
|
|
|
$
|
27,927
|
|
|
4.4
|
%
|
Site level operating expenses
|
24,166
|
|
|
23,541
|
|
|
2.7
|
%
|
||
Site level operating expenses as a percentage of nonfuel revenues
|
45.0
|
%
|
|
44.6
|
%
|
|
40
|
pts
|
||
Site level gross margin in excess of site level operating expenses
|
$
|
5,001
|
|
|
$
|
4,386
|
|
|
14.0
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the three months ended March 31, 2016
|
54,242
|
|
|
$
|
72,631
|
|
|
|
|
|
|||
Increase due to petroleum products price changes
|
|
|
24,773
|
|
||
Decrease due to same site volume changes
|
(1,638
|
)
|
|
(2,895
|
)
|
|
Increase due to locations opened
|
4,923
|
|
|
9,461
|
|
|
Decrease due to locations closed
|
(208
|
)
|
|
(264
|
)
|
|
Net change from prior year period
|
3,077
|
|
|
31,075
|
|
|
|
|
|
|
|||
Results for the three months ended March 31, 2017
|
57,319
|
|
|
$
|
103,706
|
|
•
|
cash balance;
|
•
|
our revolving credit facility with a current maximum availability of
$200,000
, or our Credit Facility, subject to limits based on our qualified collateral;
|
•
|
sales to HPT of improvements we make to the sites we lease from HPT;
|
•
|
potential issuances of new debt and equity securities; and
|
•
|
potential financing or selling of unencumbered real estate that we own.
|
•
|
continuing decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency and fuel conservation generally;
|
•
|
the risk of continued litigation costs associated with our litigation against FleetCor/Comdata, and/or continuation of their additional fees;
|
•
|
decreased demand for our products and services that we may experience as a result of competition;
|
•
|
a significant portion of our expenses are fixed in nature, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
|
•
|
the possible inability of recently acquired or developed properties to generate the stabilized financial results we expect; and
|
•
|
the risk of an economic slowdown or recession in the U.S. economy generally.
|
•
|
OUR OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2017, REFLECT INCREASES IN FUEL AND NONFUEL REVENUES AND NONFUEL GROSS MARGIN OVER THE SAME PERIOD LAST YEAR, WHICH MAY IMPLY THAT OUR FUEL AND NONFUEL REVENUES AND NONFUEL GROSS MARGIN WILL CONTINUE TO IMPROVE. HOWEVER, INCREASES IN FUEL REVENUES FOR THE THREE MONTHS ENDED MARCH 31, 2017, ARE ATTRIBUTABLE TO NEWLY ACQUIRED SITES. FUEL PRICES, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR FUEL AND NONFUEL REVENUES AND THE COSTS OF OUR NONFUEL PRODUCTS MAY INCREASE IN THE FUTURE BECAUSE OF INFLATION OR OTHER REASONS. IF FUEL PRICES OR FUEL OR NONFUEL SALES VOLUMES DECLINE, IF WE ARE NOT ABLE TO PASS INCREASED NONFUEL COSTS TO OUR CUSTOMERS, OR IF OUR NONFUEL SALES MIX CHANGES IN A MANNER THAT NEGATIVELY IMPACTS OUR NONFUEL GROSS MARGIN, OUR FUEL AND NONFUEL REVENUES AND OUR NONFUEL GROSS MARGIN MAY DECLINE;
|
•
|
WE EXPECT THAT LOCATIONS WE ACQUIRE WILL PRODUCE STABILIZED FINANCIAL RESULTS AFTER A PERIOD OF TIME FOLLOWING ACQUISITION. THIS STATEMENT MAY IMPLY THAT THE EXPECTED STABILIZATION OF OUR ACQUIRED SITES WILL GENERATE INCREASED NET INCOME. HOWEVER, MANY OF THE LOCATIONS WE HAVE ACQUIRED OR MAY ACQUIRE PRODUCED OPERATING RESULTS THAT CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL. ACCORDINGLY, OUR ACQUIRED SITES MAY NOT GENERATE INCREASED NET INCOME OR IT MAY TAKE LONGER THAN WE EXPECT FOR OUR NET INCOME TO INCREASE;
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WE HAVE MADE ACQUISITIONS, HAVE AGREED TO MAKE AN ADDITIONAL ACQUISITION AND EXPECT THAT IN THE FUTURE WE MAY MAKE ACQUISITIONS AND DEVELOP NEW TRAVEL CENTERS ON LAND WE OWN. THESE STATEMENTS MAY IMPLY THAT OUR PENDING AND CONTEMPLATED ACQUISITIONS AND OTHER FUTURE ACQUISITIONS AND DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THESE COMPLETED EVENTS WILL IMPROVE OUR FUTURE PROFITS. HOWEVER, OUR ACQUISITIONS ARE SUBJECT TO CLOSING CONDITIONS THAT MAY NOT BE MET AND AS A RESULT OUR PLANNED ACQUISITIONS MAY NOT BE COMPLETED OR MAY BE DELAYED OR THEIR TERMS MAY CHANGE. ALSO, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS THAT YIELD PROFITS, INCLUDING COMPETITION FOR SUCH ACQUISITIONS FROM OTHER BUYERS, OUR INABILITY TO NEGOTIATE ACCEPTABLE PURCHASE TERMS AND THE POSSIBILITY THAT WE MAY NEED TO USE OUR AVAILABLE FUNDS FOR OTHER PURPOSES. WE MAY DETERMINE TO DELAY OR NOT TO PROCEED WITH PENDING ACQUISITIONS OR DEVELOPMENT PROJECTS. MOREOVER, MANAGING AND INTEGRATING ACQUIRED AND DEVELOPED LOCATIONS CAN BE DIFFICULT, TIME CONSUMING AND/OR MORE EXPENSIVE THAN ANTICIPATED AND INVOLVE RISKS OF FINANCIAL LOSSES. WE MAY NOT OPERATE OUR ACQUIRED OR DEVELOPED LOCATIONS AS PROFITABLY AS WE NOW EXPECT;
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WE CURRENTLY PLAN TO CONTINUE TO INVEST IN NEW AND EXISTING LOCATIONS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT WE HAVE OR WILL HAVE SUFFICIENT CAPITAL TO MAKE THE INVESTMENTS WE HAVE IDENTIFIED AS WELL AS OTHER INVESTMENTS THAT WE HAVE NOT YET IDENTIFIED. HOWEVER, THERE CAN BE NO ASSURANCE THAT WE WILL HAVE SUFFICIENT CAPITAL FOR SUCH INVESTMENTS. THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT. SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED AND THE PROCEEDS FROM OUR
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WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF
$200.0
MILLION SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, INCLUDING ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORY THAT VARY IN AMOUNT FROM TIME TO TIME. ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN
$200.0
MILLION. AT
MARCH 31, 2017
, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS
$112.0
MILLION, OF WHICH WE HAD USED
$23.1
MILLION FOR OUTSTANDING LETTERS OF CREDIT. THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO
$300.0
MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION. HOWEVER, IF WE DO NOT HAVE SUFFICIENT COLLATERAL OR IF WE ARE UNABLE TO IDENTIFY LENDERS WILLING TO INCREASE THEIR COMMITMENTS OR JOIN OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO INCREASE THE SIZE OF OUR CREDIT FACILITY OR THE AVAILABILITY OF BORROWINGS WHEN WE MAY NEED OR WANT TO DO SO;
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WE MAY FINANCE OR SELL UNENCUMBERED REAL ESTATE THAT WE OWN. HOWEVER, WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE OR WHAT THE TERMS OF ANY SUCH SALE OR FINANCING WOULD BE; AND
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WE ARE CURRENTLY ENGAGED IN LITIGATION AGAINST FLEETCOR AND ITS SUBSIDIARY COMDATA. THIS QUARTERLY REPORT STATES THAT WE BELIEVE FLEETCOR AND COMDATA HAVE WRONGFULLY ATTEMPTED TO TERMINATE OUR AGREEMENTS WITH COMDATA, INCLUDING THE AGREEMENT FOR COMDATA TO PROCESS PAYMENTS THAT WE ACCEPT USING COMDATA ISSUED FUEL CARDS FOR CONTRACTUALLY AGREED FEES UNTIL 2022. DESPITE OUR BELIEF IN THE MERITS OF OUR POSITIONS IN THIS LITIGATION, WE MAY NOT PREVAIL IN THIS PENDING LITIGATION AND WE MAY NOT SUCCEED IN RECOVERING THE INCREASED FEES OF APPROXIMATELY
$1
MILLION PER MONTH THAT COMDATA UNILATERALLY BEGAN CHARGING US ON FEBRUARY 1, 2017, ANY STATUTORY PENALTIES OR OUR LITIGATION COSTS. MOREOVER, THESE INCREASED FEES MAY CONTINUE IN THE FUTURE OR MAY BE INCREASED FURTHER. IF WE DO NOT PREVAIL IN THIS LITIGATION, WE WILL NO LONGER HAVE A MERCHANT AGREEMENT WITH COMDATA AND, IF WE DO NOT THEN ENTER A NEW MERCHANT AGREEMENT WITH COMDATA, WE MAY LOSE A MATERIAL AMOUNT OF FUTURE BUSINESS FROM OUR CUSTOMERS WHO USE COMDATA ISSUED FUEL CARDS. EVEN IF WE PREVAIL IN THIS LITIGATION, WE MAY NEED TO REACH A NEW AGREEMENT WITH FLEETCOR AND COMDATA REGARDING FEES BEFORE OUR MERCHANT AGREEMENT EXPIRES ACCORDING TO ITS PRESENT TERMS ON JANUARY 2, 2022. MOREOVER, THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO OUR MANAGEMENT AND IT IS EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE BEYOND THE CURRENTLY SCHEDULED TRIAL BECAUSE OF DELAYS, APPEALS OR OTHERWISE.
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THE TREND TOWARDS IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION AND ALTERNATIVE FUEL PRACTICES EMPLOYED BY OUR CUSTOMERS AND ALTERNATIVE FUEL TECHNOLOGIES THAT MAY BE DEVELOPED AND WIDELY ADOPTED IN THE FUTURE MAY CONTINUE TO REDUCE THE DEMAND FOR THE FUEL THAT WE SELL AND MAY ADVERSELY AFFECT OUR BUSINESS;
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COMPETITION WITHIN THE TRAVEL CENTER, CONVENIENCE STORE AND RESTAURANT INDUSTRIES MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS;
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FUTURE INCREASES IN FUEL PRICES MAY REDUCE THE DEMAND FOR THE PRODUCTS AND SERVICES THAT WE SELL BECAUSE HIGH FUEL PRICES MAY ENCOURAGE FUEL CONSERVATION, DIRECT FREIGHT
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FUTURE COMMODITY FUEL PRICE INCREASES, FUEL PRICE VOLATILITY OR OTHER FACTORS MAY CAUSE US TO NEED MORE WORKING CAPITAL TO MAINTAIN OUR INVENTORY AND CARRY OUR ACCOUNTS RECEIVABLE THAN WE NOW EXPECT AND THE GENERAL AVAILABILITY OF, DEMAND FOR AND PRICING CHARACTERISTICS OF MOTOR FUELS MAY CHANGE IN WAYS WHICH LOWER THE PROFITABILITY ASSOCIATED WITH SELLING MOTOR FUELS TO OUR CUSTOMERS;
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OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO MAINTAIN THE CURRENT CREDIT TERMS FOR OUR PURCHASES. IF WE ARE UNABLE TO PURCHASE GOODS ON REASONABLE CREDIT TERMS, OUR REQUIRED WORKING CAPITAL MAY INCREASE AND WE MAY INCUR MATERIAL LOSSES. ALSO, IN TIMES OF RISING FUEL AND NONFUEL PRICES, OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO INCREASE THE CREDIT AMOUNTS THEY EXTEND TO US, WHICH MAY INCREASE OUR WORKING CAPITAL REQUIREMENTS. THE AVAILABILITY AND THE TERMS OF ANY CREDIT WE MAY BE ABLE TO OBTAIN ARE UNCERTAIN;
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ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;
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MOST OF OUR TRUCKING COMPANY CUSTOMERS TRANSACT BUSINESS WITH US BY USE OF FUEL CARDS, MOST OF WHICH ARE ISSUED BY THIRD PARTY FUEL CARD COMPANIES. FUEL CARD COMPANIES FACILITATE PAYMENTS TO US AND CHARGE US FEES FOR THESE SERVICES. THE FUEL CARD INDUSTRY HAS ONLY A FEW SIGNIFICANT PARTICIPANTS. WE BELIEVE ALMOST ALL TRUCKING COMPANIES USE ONLY ONE FUEL CARD PROVIDER AND HAVE BECOME INCREASINGLY DEPENDENT UPON SERVICES PROVIDED BY THEIR RESPECTIVE FUEL CARD PROVIDER TO MANAGE THEIR FLEETS. COMPETITION, OR LACK THEREOF, AMONG FUEL CARD COMPANIES MAY RESULT IN FUTURE INCREASES IN OUR TRANSACTION FEE EXPENSES OR WORKING CAPITAL REQUIREMENTS, OR BOTH;
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FUEL SUPPLY DISRUPTIONS MAY OCCUR, WHICH MAY LIMIT OUR ABILITY TO OBTAIN FUEL;
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COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, INCLUDING THOSE RELATED TO TAX, EMPLOYMENT AND ENVIRONMENTAL MATTERS, ACCOUNTING RULES AND FINANCIAL REPORTING STANDARDS, PAYMENT CARD INDUSTRY REQUIREMENTS AND SIMILAR MATTERS MAY INCREASE OUR OPERATING COSTS AND REDUCE OR ELIMINATE OUR PROFITS;
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WE ARE ROUTINELY INVOLVED IN LITIGATION. DISCOVERY DURING LITIGATION AND COURT DECISIONS OFTEN HAVE UNANTICIPATED RESULTS. LITIGATION IS USUALLY EXPENSIVE AND CAN BE DISTRACTING TO MANAGEMENT. WE CANNOT BE SURE OF THE OUTCOME OF ANY OF THE LITIGATION MATTERS IN WHICH WE ARE OR MAY BECOME INVOLVED;
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ACTS OF TERRORISM, GEOPOLITICAL RISKS, WARS, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS; AND
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ALTHOUGH WE BELIEVE THAT WE BENEFIT FROM OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING HPT, RMR, AIC AND OTHERS AFFILIATED WITH THEM, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH RELATED PARTIES MAY PRESENT A CONTRARY APPEARANCE OR RESULT IN LITIGATION AND THE BENEFITS WE BELIEVE WE MAY REALIZE FROM THE RELATIONSHIPS MAY NOT MATERIALIZE.
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Exhibit 101.1
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The following materials from TravelCenters of America LLC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text (filed herewith)
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TRAVELCENTERS OF AMERICA LLC
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By:
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/s/ Andrew J. Rebholz
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Date:
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May 9, 2017
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Name:
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Andrew J. Rebholz
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Title:
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Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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