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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September 30,
2017 |
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December 31,
2016 |
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Assets
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
74,652
|
|
|
$
|
61,312
|
|
Accounts receivable (less allowance for doubtful accounts of $743 and $744 as of
September 30, 2017 and December 31, 2016, respectively)
|
140,479
|
|
|
107,246
|
|
||
Inventory
|
212,553
|
|
|
204,145
|
|
||
Other current assets
|
27,101
|
|
|
29,358
|
|
||
Total current assets
|
454,785
|
|
|
402,061
|
|
||
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|
|
|
||||
Property and equipment, net
|
1,023,080
|
|
|
1,082,022
|
|
||
Goodwill
|
94,059
|
|
|
88,542
|
|
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Other intangible assets, net
|
34,510
|
|
|
37,738
|
|
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Other noncurrent assets
|
84,239
|
|
|
49,478
|
|
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Total assets
|
$
|
1,690,673
|
|
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$
|
1,659,841
|
|
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|
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|
||||
Liabilities and Shareholders' Equity
|
|
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|
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Current liabilities:
|
|
|
|
|
|
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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
|
|
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|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
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Common shares, no par value, 41,369 shares authorized as of September 30, 2017
and December 31, 2016, and
39,549
and 39,523 shares issued and outstanding as
of September 30, 2017 and December 31, 2016, respectively
|
689,887
|
|
|
686,348
|
|
||
Accumulated other comprehensive income
|
475
|
|
|
11
|
|
||
Accumulated deficit
|
(104,791
|
)
|
|
(134,678
|
)
|
||
Total TA shareholders' equity
|
585,571
|
|
|
551,681
|
|
||
Noncontrolling interests
|
1,415
|
|
|
1,398
|
|
||
Total shareholders' equity
|
586,986
|
|
|
553,079
|
|
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Total liabilities and shareholders' equity
|
$
|
1,690,673
|
|
|
$
|
1,659,841
|
|
|
Three Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
|
|
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Fuel
|
$
|
1,055,593
|
|
|
$
|
947,558
|
|
Nonfuel
|
515,836
|
|
|
510,559
|
|
||
Rent and royalties from franchisees
|
4,248
|
|
|
4,529
|
|
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Total revenues
|
1,575,677
|
|
|
1,462,646
|
|
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|
|
|
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Cost of goods sold (excluding depreciation):
|
|
|
|
|
|
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Fuel
|
950,584
|
|
|
837,525
|
|
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Nonfuel
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230,920
|
|
|
230,325
|
|
||
Total cost of goods sold
|
1,181,504
|
|
|
1,067,850
|
|
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|
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|
|
||||
Operating expenses:
|
|
|
|
|
|
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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
|
|
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Interest expense, net
|
7,486
|
|
|
7,200
|
|
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Income from equity investees
|
528
|
|
|
1,534
|
|
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Income before income taxes
|
6,086
|
|
|
17,238
|
|
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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
|
|
|
|
|
|
||||
Other comprehensive income
,
net of tax:
|
|
|
|
|
|
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Foreign currency income (loss), net of taxes of
$78
and $(30), respectively
|
$
|
89
|
|
|
$
|
(46
|
)
|
Equity interest in investee's unrealized gain on investments
|
116
|
|
|
80
|
|
||
Other comprehensive income attributable to common shareholders
|
205
|
|
|
34
|
|
||
|
|
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|
||||
Comprehensive income attributable to common shareholders
|
$
|
62,529
|
|
|
$
|
10,932
|
|
|
|
|
|
||||
Net income per common share attributable to common shareholders:
|
|
|
|
|
|
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Basic and diluted
|
$
|
1.58
|
|
|
$
|
0.28
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
|
|
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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
|
|
|
|
|
|
||||
Other comprehensive income
,
net of tax:
|
|
|
|
||||
Foreign currency income, net of taxes of
$144
and $102, respectively
|
$
|
168
|
|
|
$
|
165
|
|
Equity interest in investee's unrealized gain on investments
|
296
|
|
|
175
|
|
||
Other comprehensive income attributable to common shareholders
|
464
|
|
|
340
|
|
||
|
|
|
|
||||
Comprehensive income attributable to common shareholders
|
$
|
30,351
|
|
|
$
|
4,815
|
|
|
|
|
|
||||
Net income per common share attributable to common shareholders:
|
|
|
|
||||
Basic and diluted
|
$
|
0.76
|
|
|
$
|
0.12
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
29,987
|
|
|
$
|
4,616
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Noncash rent expense
|
(11,008
|
)
|
|
(10,317
|
)
|
||
Depreciation and amortization expense
|
91,163
|
|
|
64,545
|
|
||
Deferred income taxes
|
(79,191
|
)
|
|
1,080
|
|
||
Changes in operating assets and liabilities, net of effects of business acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(33,439
|
)
|
|
(25,645
|
)
|
||
Inventory
|
(7,572
|
)
|
|
(7,425
|
)
|
||
Other assets
|
2,290
|
|
|
9,453
|
|
||
Accounts payable and other liabilities
|
46,232
|
|
|
69,249
|
|
||
Other, net
|
7,965
|
|
|
3,551
|
|
||
Net cash provided by operating activities
|
46,427
|
|
|
109,107
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Proceeds from asset sales
|
88,129
|
|
|
157,749
|
|
||
Capital expenditures
|
(98,780
|
)
|
|
(229,217
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
(19,854
|
)
|
|
(72,137
|
)
|
||
Investment in equity investee
|
(4,500
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(35,005
|
)
|
|
(143,605
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from sale leaseback transactions with HPT
|
2,361
|
|
|
216
|
|
||
Sale leaseback financing obligation payments
|
(555
|
)
|
|
(468
|
)
|
||
Other, net
|
(121
|
)
|
|
(74
|
)
|
||
Net cash provided by (used in) financing activities
|
1,685
|
|
|
(326
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
233
|
|
|
25
|
|
||
Net increase (decrease) in cash and cash equivalents
|
13,340
|
|
|
(34,799
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
61,312
|
|
|
172,087
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
74,652
|
|
|
$
|
137,288
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid (including rent classified as interest and net of capitalized interest)
|
$
|
21,817
|
|
|
$
|
20,587
|
|
Income taxes paid, net
|
424
|
|
|
420
|
|
1.
|
Business Description and Basis of Presentation
|
2.
|
Earnings Per Share
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to common
shareholders, as reported
|
$
|
62,324
|
|
|
$
|
10,898
|
|
|
$
|
29,887
|
|
|
$
|
4,475
|
|
Less: net income attributable to
participating securities
|
3,239
|
|
|
534
|
|
|
1,572
|
|
|
219
|
|
||||
Net income available to common shareholders
|
$
|
59,085
|
|
|
$
|
10,364
|
|
|
$
|
28,315
|
|
|
$
|
4,256
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares
(1)
|
37,497
|
|
|
36,953
|
|
|
37,458
|
|
|
36,922
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income per common share
|
$
|
1.58
|
|
|
$
|
0.28
|
|
|
$
|
0.76
|
|
|
$
|
0.12
|
|
(1)
|
Excludes unvested shares awarded under our share award plan, 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
September 30, 2017
and
2016
, was
2,055
and
1,900
, respectively. The weighted average number of unvested shares outstanding for the
nine months ended
September 30, 2017
and
2016
, was
2,080
and
1,904
, respectively.
|
3.
|
Acquisitions
|
4.
|
Goodwill
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Travel center segment
|
$
|
21,613
|
|
|
$
|
17,252
|
|
Convenience store segment
|
69,400
|
|
|
69,400
|
|
||
Corporate and other
|
3,046
|
|
|
1,890
|
|
||
Total goodwill
|
$
|
94,059
|
|
|
$
|
88,542
|
|
5.
|
Income Taxes
|
6.
|
Equity Investments
|
|
PTP
|
|
Other
(1)
|
|
Total
|
||||||
Investment balance:
|
|
|
|
|
|
||||||
As of September 30, 2017
|
$
|
19,810
|
|
|
$
|
23,171
|
|
|
$
|
42,981
|
|
As of December 31, 2016
|
21,657
|
|
|
24,097
|
|
|
45,754
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from equity investments:
|
|
|
|
|
|
||||||
Three months ended September 30, 2017
|
$
|
1,253
|
|
|
$
|
(725
|
)
|
|
$
|
528
|
|
Three months ended September 30, 2016
|
1,520
|
|
|
14
|
|
|
1,534
|
|
|||
Nine months ended September 30, 2017
|
2,954
|
|
|
(1,223
|
)
|
|
1,731
|
|
|||
Nine months ended September 30, 2016
|
3,464
|
|
|
108
|
|
|
3,572
|
|
(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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues
|
$
|
31,983
|
|
|
$
|
31,935
|
|
|
$
|
89,215
|
|
|
$
|
84,907
|
|
Cost of goods sold (excluding depreciation)
|
22,794
|
|
|
22,242
|
|
|
63,709
|
|
|
59,570
|
|
||||
Operating income
|
3,392
|
|
|
4,184
|
|
|
8,139
|
|
|
9,673
|
|
||||
Net income and comprehensive income
|
3,267
|
|
|
3,938
|
|
|
7,790
|
|
|
9,067
|
|
7.
|
HPT Leases
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Current HPT Leases liabilities:
|
|
|
|
|
|
||
Accrued rent
|
$
|
23,682
|
|
|
$
|
22,868
|
|
Sale leaseback financing obligation
|
719
|
|
|
484
|
|
||
Straight line rent accrual
|
2,458
|
|
|
2,458
|
|
||
Deferred gain
|
10,129
|
|
|
10,140
|
|
||
Deferred tenant improvements allowance
|
3,770
|
|
|
3,770
|
|
||
Total current HPT Leases liabilities
|
$
|
40,758
|
|
|
$
|
39,720
|
|
|
|
|
|
||||
Noncurrent HPT Leases liabilities:
|
|
|
|
|
|
||
Deferred rent obligation
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Sale leaseback financing obligation
|
22,813
|
|
|
21,165
|
|
||
Straight line rent accrual
|
47,036
|
|
|
47,771
|
|
||
Deferred gain
|
113,585
|
|
|
121,331
|
|
||
Deferred tenant improvements allowance
|
38,760
|
|
|
41,587
|
|
||
Total noncurrent HPT Leases liabilities
|
$
|
372,194
|
|
|
$
|
381,854
|
|
8.
|
Business and Property Management Agreements with RMR
|
9.
|
Related Party Transactions
|
10.
|
Contingencies
|
11.
|
Inventory
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Nonfuel products
|
$
|
171,816
|
|
|
$
|
167,813
|
|
Fuel products
|
40,737
|
|
|
36,332
|
|
||
Total inventory
|
$
|
212,553
|
|
|
$
|
204,145
|
|
12.
|
Segment Information
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel
|
$
|
1,055,593
|
|
|
$
|
947,558
|
|
|
11.4
|
%
|
|
$
|
2,981,154
|
|
|
$
|
2,588,297
|
|
|
15.2
|
%
|
Nonfuel
|
515,836
|
|
|
510,559
|
|
|
1.0
|
%
|
|
1,471,306
|
|
|
1,441,044
|
|
|
2.1
|
%
|
||||
Rent and royalties from franchisees
|
4,248
|
|
|
4,529
|
|
|
(6.2
|
)%
|
|
12,651
|
|
|
13,135
|
|
|
(3.7
|
)%
|
||||
Total revenues
|
1,575,677
|
|
|
1,462,646
|
|
|
7.7
|
%
|
|
4,465,111
|
|
|
4,042,476
|
|
|
10.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel
|
105,009
|
|
|
110,033
|
|
|
(4.6
|
)%
|
|
296,404
|
|
|
303,727
|
|
|
(2.4
|
)%
|
||||
Nonfuel
|
284,916
|
|
|
280,234
|
|
|
1.7
|
%
|
|
820,420
|
|
|
796,724
|
|
|
3.0
|
%
|
||||
Rent and royalties from franchisees
|
4,248
|
|
|
4,529
|
|
|
(6.2
|
)%
|
|
12,651
|
|
|
13,135
|
|
|
(3.7
|
)%
|
||||
Total gross margin
|
394,173
|
|
|
394,796
|
|
|
(0.2
|
)%
|
|
1,129,475
|
|
|
1,113,586
|
|
|
1.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Site level operating
|
244,161
|
|
|
247,584
|
|
|
(1.4
|
)%
|
|
743,022
|
|
|
725,754
|
|
|
2.4
|
%
|
||||
Selling, general and administrative
|
36,587
|
|
|
34,812
|
|
|
5.1
|
%
|
|
115,276
|
|
|
101,787
|
|
|
13.3
|
%
|
||||
Real estate rent
|
69,599
|
|
|
66,573
|
|
|
4.5
|
%
|
|
206,742
|
|
|
194,838
|
|
|
6.1
|
%
|
||||
Depreciation and amortization
|
30,714
|
|
|
22,698
|
|
|
35.3
|
%
|
|
91,163
|
|
|
64,545
|
|
|
41.2
|
%
|
||||
Total operating expenses
|
381,061
|
|
|
371,667
|
|
|
2.5
|
%
|
|
1,156,203
|
|
|
1,086,924
|
|
|
6.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
13,112
|
|
|
23,129
|
|
|
(43.3
|
)%
|
|
(26,728
|
)
|
|
26,662
|
|
|
(200.2
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition costs
|
68
|
|
|
225
|
|
|
(69.8
|
)%
|
|
271
|
|
|
2,286
|
|
|
(88.1
|
)%
|
||||
Interest expense, net
|
7,486
|
|
|
7,200
|
|
|
4.0
|
%
|
|
22,708
|
|
|
20,761
|
|
|
9.4
|
%
|
||||
Income from equity investees
|
528
|
|
|
1,534
|
|
|
(65.6
|
)%
|
|
1,731
|
|
|
3,572
|
|
|
(51.5
|
)%
|
||||
Income (loss) before income taxes
|
6,086
|
|
|
17,238
|
|
|
(64.7
|
)%
|
|
(47,976
|
)
|
|
7,187
|
|
|
(767.5
|
)%
|
||||
Benefit (provision) for income taxes
|
56,268
|
|
|
(6,263
|
)
|
|
NM
|
|
|
77,963
|
|
|
(2,571
|
)
|
|
NM
|
|
||||
Net income
|
62,354
|
|
|
10,975
|
|
|
468.1
|
%
|
|
29,987
|
|
|
4,616
|
|
|
549.6
|
%
|
||||
Less: net income for noncontrolling
interests
|
30
|
|
|
77
|
|
|
(61.0
|
)%
|
|
100
|
|
|
141
|
|
|
(29.1
|
)%
|
||||
Net income attributable to
common shareholders
|
$
|
62,324
|
|
|
$
|
10,898
|
|
|
471.9
|
%
|
|
$
|
29,887
|
|
|
$
|
4,475
|
|
|
567.9
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|||||
Fuel Gallons Sold
|
|
2017
|
|
2016
|
|
Change
|
|||
Travel centers
|
|
477,497
|
|
|
487,114
|
|
|
(2.0
|
)%
|
Convenience stores
|
|
67,645
|
|
|
68,680
|
|
|
(1.5
|
)%
|
Corporate and other
|
|
10,299
|
|
|
11,646
|
|
|
(11.6
|
)%
|
Consolidated totals
|
|
555,441
|
|
|
567,440
|
|
|
(2.1
|
)%
|
|
|
Three Months Ended
September 30, |
|
|
|||||||
Fuel Revenues
|
|
2017
|
|
2016
|
|
Change
|
|||||
Travel centers
|
|
$
|
905,325
|
|
|
$
|
808,366
|
|
|
12.0
|
%
|
Convenience stores
|
|
129,783
|
|
|
119,375
|
|
|
8.7
|
%
|
||
Corporate and other
|
|
20,485
|
|
|
19,817
|
|
|
3.4
|
%
|
||
Consolidated totals
|
|
$
|
1,055,593
|
|
|
$
|
947,558
|
|
|
11.4
|
%
|
|
|
Nine Months Ended
September 30, |
|
|
|||||
Fuel Gallons Sold
|
|
2017
|
|
2016
|
|
Change
|
|||
Travel centers
|
|
1,401,263
|
|
|
1,446,793
|
|
|
(3.1
|
)%
|
Convenience stores
|
|
190,840
|
|
|
189,867
|
|
|
0.5
|
%
|
Corporate and other
|
|
29,841
|
|
|
32,938
|
|
|
(9.4
|
)%
|
Consolidated totals
|
|
1,621,944
|
|
|
1,669,598
|
|
|
(2.9
|
)%
|
|
|
Nine Months Ended
September 30, |
|
|
|||||||
Fuel Revenues
|
|
2017
|
|
2016
|
|
Change
|
|||||
Travel centers
|
|
$
|
2,567,755
|
|
|
$
|
2,222,962
|
|
|
15.5
|
%
|
Convenience stores
|
|
355,776
|
|
|
311,199
|
|
|
14.3
|
%
|
||
Corporate and other
|
|
57,623
|
|
|
54,136
|
|
|
6.4
|
%
|
||
Consolidated totals
|
|
$
|
2,981,154
|
|
|
$
|
2,588,297
|
|
|
15.2
|
%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Number of company operated travel
center locations at end of period
|
228
|
|
|
225
|
|
|
3
|
|
|
228
|
|
|
225
|
|
|
3
|
|
||||
Number of franchise operated travel
center locations at end of period
|
28
|
|
|
30
|
|
|
(2
|
)
|
|
28
|
|
|
30
|
|
|
(2
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel sales volume (gallons)
|
477,497
|
|
|
487,114
|
|
|
(2.0)
|
%
|
|
1,401,263
|
|
|
1,446,793
|
|
|
(3.1)
|
%
|
||||
Fuel revenues
|
$
|
905,325
|
|
|
$
|
808,366
|
|
|
12.0
|
%
|
|
$
|
2,567,755
|
|
|
$
|
2,222,962
|
|
|
15.5
|
%
|
Fuel gross margin
|
88,130
|
|
|
94,915
|
|
|
(7.1)
|
%
|
|
252,619
|
|
|
264,446
|
|
|
(4.5)
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.185
|
|
|
$
|
0.195
|
|
|
(5.1)
|
%
|
|
$
|
0.180
|
|
|
$
|
0.183
|
|
|
(1.6)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
432,128
|
|
|
$
|
427,524
|
|
|
1.1
|
%
|
|
$
|
1,235,281
|
|
|
$
|
1,226,735
|
|
|
0.7
|
%
|
Nonfuel gross margin
|
252,341
|
|
|
248,967
|
|
|
1.4
|
%
|
|
728,692
|
|
|
717,707
|
|
|
1.5
|
%
|
||||
Nonfuel gross margin percentage
|
58.4
|
%
|
|
58.2
|
%
|
|
20
|
pts
|
|
59.0
|
%
|
|
58.5
|
%
|
|
50
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
1,340,622
|
|
|
$
|
1,239,128
|
|
|
8.2
|
%
|
|
$
|
3,812,423
|
|
|
$
|
3,460,253
|
|
|
10.2
|
%
|
Total gross margin
|
343,640
|
|
|
347,120
|
|
|
(1.0)
|
%
|
|
990,698
|
|
|
992,709
|
|
|
(0.2)
|
%
|
||||
Site level operating expenses
|
209,542
|
|
|
215,254
|
|
|
(2.7)
|
%
|
|
642,095
|
|
|
639,064
|
|
|
0.5
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
48.5
|
%
|
|
50.3
|
%
|
|
(180
|
)pts
|
|
52.0
|
%
|
|
52.1
|
%
|
|
(10
|
)pts
|
||||
Site level gross margin in excess of
site level operating expenses
|
$
|
134,098
|
|
|
$
|
131,866
|
|
|
1.7
|
%
|
|
$
|
348,603
|
|
|
$
|
353,645
|
|
|
(1.4)
|
%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Number of same site company
operated travel center locations
|
223
|
|
|
223
|
|
|
—
|
|
|
220
|
|
|
220
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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)
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the three months ended September 30, 2016
|
487,114
|
|
|
$
|
808,366
|
|
Increase due to petroleum products price changes
|
|
|
115,085
|
|
||
Decrease due to same site volume changes
|
(13,499
|
)
|
|
(25,585
|
)
|
|
Increase due to locations opened
|
3,882
|
|
|
7,459
|
|
|
Net change from prior year period
|
(9,617
|
)
|
|
96,959
|
|
|
Results for the three months ended September 30, 2017
|
477,497
|
|
|
$
|
905,325
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the nine months ended September 30, 2016
|
1,446,793
|
|
|
$
|
2,222,962
|
|
Increase due to petroleum products price changes
|
|
|
426,032
|
|
||
Decrease due to same site volume changes
|
(57,656
|
)
|
|
(105,411
|
)
|
|
Increase due to locations opened
|
12,126
|
|
|
24,172
|
|
|
Net change from prior year period
|
(45,530
|
)
|
|
344,793
|
|
|
Results for the nine months ended September 30, 2017
|
1,401,263
|
|
|
$
|
2,567,755
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Number of company operated
convenience store locations at
end of period
|
232
|
|
|
232
|
|
|
—
|
|
|
232
|
|
|
232
|
|
|
—
|
|
||||
Number of dealer operated
convenience store locations
at end of period
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel sales volume (gallons)
|
67,645
|
|
|
68,680
|
|
|
(1.5)
|
%
|
|
190,840
|
|
|
189,867
|
|
|
0.5
|
%
|
||||
Fuel revenues
|
$
|
129,783
|
|
|
$
|
119,375
|
|
|
8.7
|
%
|
|
$
|
355,776
|
|
|
$
|
311,199
|
|
|
14.3
|
%
|
Fuel gross margin
|
16,631
|
|
|
15,059
|
|
|
10.4
|
%
|
|
43,411
|
|
|
38,905
|
|
|
11.6
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.246
|
|
|
$
|
0.219
|
|
|
12.3
|
%
|
|
$
|
0.227
|
|
|
$
|
0.205
|
|
|
10.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
73,553
|
|
|
$
|
73,922
|
|
|
(0.5)
|
%
|
|
$
|
206,139
|
|
|
$
|
197,718
|
|
|
4.3
|
%
|
Nonfuel gross margin
|
25,838
|
|
|
25,015
|
|
|
3.3
|
%
|
|
72,068
|
|
|
67,721
|
|
|
6.4
|
%
|
||||
Nonfuel gross margin percentage
|
35.1
|
%
|
|
33.8
|
%
|
|
130
|
pts
|
|
35.0
|
%
|
|
34.3
|
%
|
|
70
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
203,390
|
|
|
$
|
193,355
|
|
|
5.2
|
%
|
|
$
|
562,077
|
|
|
$
|
509,166
|
|
|
10.4
|
%
|
Total gross margin
|
42,523
|
|
|
40,132
|
|
|
6.0
|
%
|
|
115,641
|
|
|
106,875
|
|
|
8.2
|
%
|
||||
Site level operating expenses
|
28,768
|
|
|
27,883
|
|
|
3.2
|
%
|
|
84,816
|
|
|
79,687
|
|
|
6.4
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
39.1
|
%
|
|
37.7
|
%
|
|
140
|
pts
|
|
41.1
|
%
|
|
40.3
|
%
|
|
80
|
pts
|
||||
Site level gross margin in excess of
site level operating expenses
|
$
|
13,755
|
|
|
$
|
12,249
|
|
|
12.3
|
%
|
|
$
|
30,825
|
|
|
$
|
27,188
|
|
|
13.4
|
%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Number of same site company
operated convenience store
locations
|
229
|
|
|
229
|
|
|
—
|
|
|
200
|
|
|
200
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the three months ended September 30, 2016
|
68,680
|
|
|
$
|
119,375
|
|
Increase due to petroleum products price changes
|
|
|
12,345
|
|
||
Decrease due to same site volume changes
|
(1,035
|
)
|
|
(1,937
|
)
|
|
Net change from prior year period
|
(1,035
|
)
|
|
10,408
|
|
|
Results for the three months ended September 30, 2017
|
67,645
|
|
|
$
|
129,783
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the nine months ended September 30, 2016
|
189,867
|
|
|
$
|
311,199
|
|
Increase due to petroleum products price changes
|
|
|
40,892
|
|
||
Decrease due to same site volume changes
|
(4,896
|
)
|
|
(8,988
|
)
|
|
Increase due to locations opened
|
5,869
|
|
|
12,673
|
|
|
Net change from prior year period
|
973
|
|
|
44,577
|
|
|
Results for the nine months ended September 30, 2017
|
190,840
|
|
|
$
|
355,776
|
|
•
|
cash balance;
|
•
|
operating cash flow;
|
•
|
our revolving credit facility, or our Credit Facility, with a current maximum availability of
$200,000
, 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, fuel conservation and alternative fuels;
|
•
|
decreased demand for our products and services that we may experience as a result of competition;
|
•
|
the fixed nature of a significant portion of our expenses, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
|
•
|
the possible inability of acquired or developed properties to generate the stabilized financial results we expected at the time of acquisition;
|
•
|
the risk of an economic slowdown or recession in the U.S. economy; and
|
•
|
the risk of continued litigation costs associated with the Comdata litigation.
|
•
|
OUR OPERATING RESULTS FOR THE THREE AND
NINE
MONTHS ENDED
SEPTEMBER 30, 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 ARE IMPROVING AND WILL CONTINUE TO IMPROVE. 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 FUEL OR 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 OPERATING 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 OPERATING INCOME OR IT MAY TAKE LONGER THAN WE EXPECT TO REALIZE ANY SUCH INCREASES;
|
•
|
WE HAVE MADE ACQUISITIONS AND DEVELOPED NEW LOCATIONS AND EXPECT THAT IN THE FUTURE WE MAY MAKE ACQUISITIONS AND DEVELOP LOCATIONS. THESE STATEMENTS MAY IMPLY THAT ANY FUTURE ACQUISITIONS AND DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THESE COMPLETED ACQUISITIONS AND DEVELOPMENT PROJECTS WILL IMPROVE OUR FUTURE PROFITS. THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS THAT YIELD PROFITS, INCLUDING COMPETITION FROM OTHER BUYERS OR DEVELOPERS, 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 RENOVATIONS 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;
|
•
|
WE CURRENTLY PLAN TO CONTINUE TO INVEST IN EXISTING LOCATIONS AND MAY INVEST IN NEW 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, WE CANNOT BE SURE 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 SALES OF IMPROVEMENTS TO HPT, IF ANY, MAY BE LESS THAN ANTICIPATED. CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO UNDERTAKE IN THE FUTURE (AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, OR FOR OTHER REASONS) MAY ARISE AND CAUSE US TO SPEND MORE
|
•
|
WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF
$200.0
MILLION. THE AVAILABILITY OF THIS MAXIMUM AMOUNT IS SUBJECT TO LIMITS BASED ON OUR QUALIFIED COLLATERAL, INCLUDING OUR ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORY, THAT VARIES 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
SEPTEMBER 30, 2017
, BASED ON OUR ELIGIBLE COLLATERAL AT THAT DATE, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS
$125.4
MILLION, OF WHICH WE HAD USED
$15.2
MILLION FOR OUTSTANDING LETTERS OF CREDIT. THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO
$300.0
MILLION, THE AVAILABILITY OF WHICH IS SUBJECT TO LIMITS BASED ON OUR 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;
|
•
|
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
|
•
|
ON SEPTEMBER 11, 2017, THE COURT OF CHANCERY OF THE STATE OF DELAWARE ISSUED A MEMORANDUM OPINION IN OUR LITIGATION AGAINST COMDATA, WHICH, AMONG OTHER THINGS, ENTITLES US TO AN ORDER REQUIRING COMDATA TO SPECIFICALLY PERFORM UNDER OUR MERCHANT AGREEMENT WITH COMDATA AND AWARDS DAMAGES TO US AND AGAINST COMDATA FOR THE DIFFERENCE BETWEEN THE HIGHER TRANSACTION FEES PAID BY US TO COMDATA SINCE FEBRUARY 1, 2017, AND WHAT WE SHOULD HAVE PAID UNDER THE MERCHANT AGREEMENT. THIS OPINION ALSO FOUND THAT THE MERCHANT AGREEMENT PROVIDES FOR AN AWARD OF REASONABLE ATTORNEY'S FEES AND COSTS TO US. WE AND COMDATA HAVE REACHED AGREEMENT ON THE AMOUNT OF EXCESS TRANSACTION FEES TO BE PAID TO US, BUT WE AND COMDATA HAVE NOT REACHED AN AGREEMENT ON WHEN FINAL JUDGMENT SHOULD ENTER IN THIS LITIGATION OR ON THE AMOUNT OF OUR ATTORNEYS' FEES AND OTHER COSTS THAT COMDATA SHOULD PAY US. THE COURT HAS NOT ISSUED ITS FINAL JUDGMENT AND THE COURT MAY NOT AWARD US SOME OR ALL OF OUR ATTORNEY'S FEES AND COSTS. FURTHERMORE, COMDATA MAY APPEAL THE COURT'S JUDGMENT AND THE COURT'S DECISION MAY BE REVERSED OR AMENDED UPON APPEAL. THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO OUR MANAGEMENT AND EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE.
|
•
|
CONTINUED 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;
|
•
|
COMPETITION WITHIN THE TRAVEL CENTER, CONVENIENCE STORE AND RESTAURANT INDUSTRIES MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS. OUR BUSINESS REQUIRES SUBSTANTIAL AMOUNTS OF WORKING CAPITAL AND OUR COMPETITORS MAY HAVE GREATER FINANCIAL AND OTHER RESOURCES THAN WE DO;
|
•
|
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 BUSINESS AWAY FROM TRUCKING OR OTHERWISE ADVERSELY AFFECT THE BUSINESS OF OUR CUSTOMERS;
|
•
|
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 OF MOTOR FUELS MAY CHANGE IN WAYS WHICH LOWER THE PROFITABILITY ASSOCIATED WITH OUR SELLING MOTOR FUELS;
|
•
|
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;
|
•
|
ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;
|
•
|
MOST OF OUR TRUCKING COMPANY CUSTOMERS TRANSACT BUSINESS WITH US BY USE OF FUEL CARDS 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;
|
•
|
FUEL SUPPLY DISRUPTIONS MAY OCCUR, WHICH MAY LIMIT OUR ABILITY TO PURCHASE FUEL FOR RESALE;
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
|
|
|
|
|
TRAVELCENTERS OF AMERICA LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ ANDREW J. REBHOLZ
|
|
|
Date:
|
November 7, 2017
|
|
|
|
Name:
|
Andrew J. Rebholz
|
|
|
|
|
|
|
Title:
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
LANDLORD:
|
|
|
|
HPT TA PROPERTIES TRUST
|
|
|
|
By:
|
/s/ Mark K. Kleifges
|
|
Mark L. Kleifges
|
|
Treasurer and Chief Financial Officer
|
HPT TA PROPERTIES LLC
|
|
|
|
By:
|
/s/ Mark L. Kleifges
|
|
Mark L. Kleifges
|
|
Treasurer and Chief Financial Officer
|
TENANT:
|
|
|
|
TA OPERATING LLC
|
|
|
|
By:
|
/s/ Mark R. Young
|
|
Mark R. Young
|
|
Executive Vice President
|
TRAVELCENTERS OF AMERICA LLC
|
|
|
|
By:
|
/s/ Mark R. Young
|
|
Mark R. Young
|
|
Executive Vice President
|
TRAVELCENTERS OF AMERICA HOLDING
COMPANY LLC
|
|
|
|
By:
|
/s/ Mark R. Young
|
|
Mark R. Young
|
|
Executive Vice President
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2017 |
|
Years Ended December 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||
|
(in thousands, except ratio amounts)
|
||||||||||||||||||||||
(Loss)
income before income taxes,
income from equity investees and
noncontrolling interests
|
$
|
(49,707
|
)
|
|
$
|
(8,206
|
)
|
|
$
|
40,202
|
|
|
$
|
95,768
|
|
|
$
|
2,331
|
|
|
$
|
31,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Distributions received from equity
investees
|
4,800
|
|
|
3,000
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
4,800
|
|
||||||
Fixed charges
|
92,300
|
|
|
118,248
|
|
|
106,344
|
|
|
93,101
|
|
|
90,880
|
|
|
79,161
|
|
||||||
Amortization of capitalized interest
|
98
|
|
|
90
|
|
|
30
|
|
|
41
|
|
|
31
|
|
|
—
|
|
||||||
Capitalized interest
|
(488
|
)
|
|
(2,377
|
)
|
|
(1,797
|
)
|
|
(755
|
)
|
|
(1,033
|
)
|
|
—
|
|
||||||
Total earnings
|
$
|
47,003
|
|
|
$
|
110,755
|
|
|
$
|
149,579
|
|
|
$
|
188,155
|
|
|
$
|
92,209
|
|
|
$
|
115,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
(1)
|
$
|
22,898
|
|
|
$
|
28,438
|
|
|
$
|
24,425
|
|
|
$
|
17,241
|
|
|
$
|
17,650
|
|
|
$
|
10,358
|
|
Estimated interest within real estate
rent expense
(2)
|
68,914
|
|
|
87,433
|
|
|
80,122
|
|
|
75,105
|
|
|
72,197
|
|
|
68,803
|
|
||||||
Capitalized interest
|
488
|
|
|
2,377
|
|
|
1,797
|
|
|
755
|
|
|
1,033
|
|
|
—
|
|
||||||
Total fixed charges
|
$
|
92,300
|
|
|
$
|
118,248
|
|
|
$
|
106,344
|
|
|
$
|
93,101
|
|
|
$
|
90,880
|
|
|
$
|
79,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
0.51
|
|
|
0.94
|
|
|
1.41
|
|
|
2.02
|
|
|
1.01
|
|
|
1.46
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deficiency of earnings available to
cover fixed charges
|
$
|
(45,297
|
)
|
|
$
|
(7,493
|
)
|
|
$ N/A
|
|
|
$ N/A
|
|
|
$ N/A
|
|
|
$ N/A
|
|
(1)
|
Includes interest expense and amortization of premiums and discounts related to indebtedness.
|
(2)
|
Estimated interest within rent expense includes one third of rental expense, which approximates the interest component of operating leases.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TravelCenters of America LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: November 7, 2017
|
/s/ THOMAS M. O'BRIEN
|
|
Thomas M. O'Brien
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TravelCenters of America LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: November 7, 2017
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/s/ ANDREW J. REBHOLZ
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Andrew J. Rebholz
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Executive Vice President, Chief Financial
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Officer and Treasurer
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Date: November 7, 2017
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/s/ THOMAS M. O’BRIEN
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Thomas M. O’Brien
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President and Chief Executive Officer
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/s/ ANDREW J. REBHOLZ
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Andrew J. Rebholz
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Executive Vice President, Chief Financial Officer and Treasurer
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