Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
x
|
|
|
|
Emerging growth company
o
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Assets:
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
85,519
|
|
|
$
|
35,526
|
|
Accounts receivable (less allowance for doubtful accounts of $1,044 and $809 as of
September 30, 2018 and December 31, 2017, respectively)
|
168,990
|
|
|
125,501
|
|
||
Inventory
|
198,021
|
|
|
186,867
|
|
||
Other current assets
|
27,050
|
|
|
27,015
|
|
||
Current assets of discontinued operations
|
335,698
|
|
|
23,609
|
|
||
Total current assets
|
815,278
|
|
|
398,518
|
|
||
|
|
|
|
||||
Property and equipment, net
|
606,219
|
|
|
613,196
|
|
||
Goodwill and intangible assets, net
|
48,681
|
|
|
50,351
|
|
||
Other noncurrent assets
|
121,761
|
|
|
89,955
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
466,112
|
|
||
Total assets
|
$
|
1,591,939
|
|
|
$
|
1,618,132
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
204,178
|
|
|
$
|
155,581
|
|
Current HPT Leases liabilities
|
42,122
|
|
|
41,389
|
|
||
Other current liabilities
|
173,353
|
|
|
128,017
|
|
||
Current liabilities of discontinued operations
|
11,636
|
|
|
2,311
|
|
||
Total current liabilities
|
431,289
|
|
|
327,298
|
|
||
|
|
|
|
||||
Long term debt, net
|
320,303
|
|
|
319,634
|
|
||
Noncurrent HPT Leases liabilities
|
357,560
|
|
|
368,782
|
|
||
Other noncurrent liabilities
|
26,774
|
|
|
27,376
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
8,547
|
|
||
Total liabilities
|
1,135,926
|
|
|
1,051,637
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common shares, no par value, 43,369 and 41,369 shares authorized as of September
30, 2018 and December 31, 2017, respectively, and 39,768 and 39,984 shares issued
and outstanding as of September 30, 2018 and December 31, 2017, respectively
|
694,772
|
|
|
690,688
|
|
||
Accumulated other comprehensive income
|
598
|
|
|
580
|
|
||
Accumulated deficit
|
(240,824
|
)
|
|
(126,220
|
)
|
||
Total TA shareholders' equity
|
454,546
|
|
|
565,048
|
|
||
Noncontrolling interests
|
1,467
|
|
|
1,447
|
|
||
Total shareholders' equity
|
456,013
|
|
|
566,495
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,591,939
|
|
|
$
|
1,618,132
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
|
||
Fuel
|
$
|
1,172,913
|
|
|
$
|
908,456
|
|
Nonfuel
|
482,621
|
|
|
465,232
|
|
||
Rent and royalties from franchisees
|
3,863
|
|
|
4,535
|
|
||
Total revenues
|
1,659,397
|
|
|
1,378,223
|
|
||
|
|
|
|
||||
Cost of goods sold (excluding depreciation):
|
|
|
|
|
|
||
Fuel
|
1,096,065
|
|
|
839,065
|
|
||
Nonfuel
|
192,951
|
|
|
185,127
|
|
||
Total cost of goods sold
|
1,289,016
|
|
|
1,024,192
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
||
Site level operating
|
233,344
|
|
|
216,303
|
|
||
Selling, general and administrative
|
35,097
|
|
|
34,348
|
|
||
Real estate rent
|
71,116
|
|
|
69,032
|
|
||
Depreciation and amortization
|
20,407
|
|
|
19,990
|
|
||
Total operating expenses
|
359,964
|
|
|
339,673
|
|
||
|
|
|
|
||||
Income from operations
|
10,417
|
|
|
14,358
|
|
||
|
|
|
|
||||
Interest expense, net
|
7,518
|
|
|
7,507
|
|
||
Other (income) expense, net
|
(569
|
)
|
|
(481
|
)
|
||
Income before income taxes and discontinued operations
|
3,468
|
|
|
7,332
|
|
||
(Provision) benefit for income taxes
|
(1,879
|
)
|
|
55,941
|
|
||
Income from continuing operations
|
1,589
|
|
|
63,273
|
|
||
Loss from discontinued operations, net of taxes
|
(72,069
|
)
|
|
(966
|
)
|
||
Net (loss) income
|
(70,480
|
)
|
|
62,307
|
|
||
Less: net income for noncontrolling interests
|
34
|
|
|
30
|
|
||
Net (loss) income attributable to common shareholders
|
$
|
(70,514
|
)
|
|
$
|
62,277
|
|
|
|
|
|
||||
Other comprehensive income, net of taxes:
|
|
|
|
|
|
||
Foreign currency income, net of taxes of $22 and $78, respectively
|
$
|
31
|
|
|
$
|
89
|
|
Equity interest in investee's unrealized gain on investments
|
173
|
|
|
116
|
|
||
Other comprehensive income attributable to common shareholders
|
204
|
|
|
205
|
|
||
|
|
|
|
||||
Comprehensive (loss) income attributable to common shareholders
|
$
|
(70,310
|
)
|
|
$
|
62,482
|
|
|
|
|
|
||||
Net (loss) income per common share attributable to common shareholders
|
|
|
|
|
|
||
Basic and diluted from continuing operations
|
$
|
0.04
|
|
|
$
|
1.60
|
|
Basic and diluted from discontinued operations
|
(1.81
|
)
|
|
(0.02
|
)
|
||
Basic and diluted
|
(1.77
|
)
|
|
1.58
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
|
||
Fuel
|
$
|
3,308,744
|
|
|
$
|
2,582,699
|
|
Nonfuel
|
1,377,159
|
|
|
1,319,308
|
|
||
Rent and royalties from franchisees
|
12,022
|
|
|
13,829
|
|
||
Total revenues
|
4,697,925
|
|
|
3,915,836
|
|
||
|
|
|
|
||||
Cost of goods sold (excluding depreciation):
|
|
|
|
||||
Fuel
|
3,074,621
|
|
|
2,373,919
|
|
||
Nonfuel
|
538,606
|
|
|
521,645
|
|
||
Total cost of goods sold
|
3,613,227
|
|
|
2,895,564
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
||
Site level operating
|
685,217
|
|
|
660,730
|
|
||
Selling, general and administrative
|
98,292
|
|
|
108,996
|
|
||
Real estate rent
|
212,036
|
|
|
205,039
|
|
||
Depreciation and amortization
|
62,076
|
|
|
66,875
|
|
||
Total operating expenses
|
1,057,621
|
|
|
1,041,640
|
|
||
|
|
|
|
||||
Income (loss) from operations
|
27,077
|
|
|
(21,368
|
)
|
||
|
|
|
|
||||
Interest expense, net
|
21,963
|
|
|
22,738
|
|
||
Other expense (income), net
|
1,627
|
|
|
(1,490
|
)
|
||
Income (loss) before income taxes and discontinued operations
|
3,487
|
|
|
(42,616
|
)
|
||
Benefit for income taxes
|
713
|
|
|
76,437
|
|
||
Income from continuing operations
|
4,200
|
|
|
33,821
|
|
||
Loss from discontinued operations, net of taxes
|
(118,682
|
)
|
|
(3,828
|
)
|
||
Net (loss) income
|
(114,482
|
)
|
|
29,993
|
|
||
Less: net income for noncontrolling interests
|
122
|
|
|
100
|
|
||
Net (loss) income attributable to common shareholders
|
$
|
(114,604
|
)
|
|
$
|
29,893
|
|
|
|
|
|
||||
Other comprehensive income, net of taxes:
|
|
|
|
|
|
||
Foreign currency (loss) income, net of taxes of $(42) and $144, respectively
|
$
|
(72
|
)
|
|
$
|
168
|
|
Equity interest in investee's unrealized gain on investments
|
90
|
|
|
296
|
|
||
Other comprehensive income attributable to common shareholders
|
18
|
|
|
464
|
|
||
|
|
|
|
||||
Comprehensive (loss) income attributable to common shareholders
|
$
|
(114,586
|
)
|
|
$
|
30,357
|
|
|
|
|
|
||||
Net (loss) income per common share attributable to common shareholders
|
|
|
|
|
|
||
Basic and diluted from continuing operations
|
$
|
0.10
|
|
|
$
|
0.85
|
|
Basic and diluted from discontinued operations
|
(2.97
|
)
|
|
(0.09
|
)
|
||
Basic and diluted
|
(2.87
|
)
|
|
0.76
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net (loss) income
|
$
|
(114,482
|
)
|
|
$
|
29,993
|
|
Less: loss from discontinued operations, net of taxes
|
(118,682
|
)
|
|
(3,828
|
)
|
||
Income from continuing operations
|
4,200
|
|
|
33,821
|
|
||
Adjustments to reconcile income from continuing operations to net cash provided by
operating activities for continuing operations:
|
|
|
|
|
|
||
Noncash rent expense
|
(10,857
|
)
|
|
(11,008
|
)
|
||
Depreciation and amortization expense
|
62,076
|
|
|
66,875
|
|
||
Deferred income taxes
|
(15,285
|
)
|
|
(79,188
|
)
|
||
Changes in operating assets and liabilities, net of effects of business acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(44,154
|
)
|
|
(33,369
|
)
|
||
Inventory
|
(11,170
|
)
|
|
(7,105
|
)
|
||
Other assets
|
(66
|
)
|
|
2,293
|
|
||
Accounts payable and other liabilities
|
107,887
|
|
|
43,544
|
|
||
Other, net
|
22,776
|
|
|
17,229
|
|
||
Net cash provided by operating activities for continuing operations
|
115,407
|
|
|
33,092
|
|
||
Net cash provided by operating activities for discontinued operations
|
7,423
|
|
|
13,335
|
|
||
Net cash provided by operating activities
|
122,830
|
|
|
46,427
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Proceeds from asset sales with HPT
|
44,162
|
|
|
88,129
|
|
||
Capital expenditures
|
(106,756
|
)
|
|
(85,459
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(19,854
|
)
|
||
Investment in equity investee
|
(1,359
|
)
|
|
(4,500
|
)
|
||
Net cash used in investing activities for continuing operations
|
(63,953
|
)
|
|
(21,684
|
)
|
||
Net cash used in investing activities for discontinued operations
|
(7,429
|
)
|
|
(13,321
|
)
|
||
Net cash used in investing activities
|
(71,382
|
)
|
|
(35,005
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from sale leaseback transactions with HPT
|
491
|
|
|
2,361
|
|
||
Sale leaseback financing obligation payments
|
(802
|
)
|
|
(555
|
)
|
||
Other, net
|
(1,071
|
)
|
|
(121
|
)
|
||
Net cash (used in) provided by financing activities
|
(1,382
|
)
|
|
1,685
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(80
|
)
|
|
233
|
|
||
Net increase in cash and cash equivalents
|
49,986
|
|
|
13,340
|
|
||
Cash and cash equivalents at the beginning of the period
|
36,082
|
|
|
61,312
|
|
||
Cash and cash equivalents at the end of the period
|
86,068
|
|
|
74,652
|
|
||
Less: cash of discontinued operations at the end of the period
|
549
|
|
|
555
|
|
||
Cash and cash equivalents of continuing operations at the end of the period
|
$
|
85,519
|
|
|
$
|
74,097
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid (including rent classified as interest and net of capitalized interest)
|
$
|
21,855
|
|
|
$
|
21,817
|
|
Income taxes paid, net of refunds
|
166
|
|
|
424
|
|
1.
|
Business Description and Basis of Presentation
|
|
As Reported
|
|
Discontinued
Operations
(1)
|
|
Adoption of
ASU 2014-09
|
|
As Adjusted
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets
|
$
|
90,004
|
|
|
$
|
(327
|
)
|
|
$
|
278
|
|
|
$
|
89,955
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
$
|
130,140
|
|
|
$
|
(2,311
|
)
|
|
$
|
188
|
|
|
$
|
128,017
|
|
Other noncurrent liabilities
|
35,029
|
|
|
(8,547
|
)
|
|
894
|
|
|
27,376
|
|
||||
Accumulated deficit
|
(125,416
|
)
|
|
—
|
|
|
(804
|
)
|
|
(126,220
|
)
|
(1)
|
See Note 4 for more information about our discontinued operations.
|
|
As Reported
|
|
Discontinued
Operations
(1)
|
|
Adoption of
ASU 2014-09
|
|
As Adjusted
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
1,055,593
|
|
|
$
|
(127,323
|
)
|
|
$
|
(19,814
|
)
|
|
$
|
908,456
|
|
Nonfuel
|
516,555
|
|
|
(71,137
|
)
|
|
19,814
|
|
|
465,232
|
|
||||
Rent and royalties from franchisees
|
4,248
|
|
|
(54
|
)
|
|
341
|
|
|
4,535
|
|
||||
Total revenues
|
1,576,396
|
|
|
(198,514
|
)
|
|
341
|
|
|
1,378,223
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
36,587
|
|
|
(2,657
|
)
|
|
418
|
|
|
34,348
|
|
||||
Income before income taxes and
discontinued operations
|
6,086
|
|
|
1,323
|
|
|
(77
|
)
|
|
7,332
|
|
||||
Benefit for income taxes
|
56,268
|
|
|
(357
|
)
|
|
30
|
|
|
55,941
|
|
||||
Income from continuing operations
|
62,354
|
|
|
966
|
|
|
(47
|
)
|
|
63,273
|
|
(1)
|
See Note 4 for more information about our discontinued operations.
|
|
As Reported
|
|
Discontinued
Operations
(1)
|
|
Adoption of
ASU 2014-09
|
|
As Adjusted
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
$
|
2,981,154
|
|
|
$
|
(352,173
|
)
|
|
$
|
(46,282
|
)
|
|
$
|
2,582,699
|
|
Nonfuel
|
1,473,023
|
|
|
(199,997
|
)
|
|
46,282
|
|
|
1,319,308
|
|
||||
Rent and royalties from franchisees
|
12,651
|
|
|
(162
|
)
|
|
1,340
|
|
|
13,829
|
|
||||
Total revenues
|
4,466,828
|
|
|
(552,332
|
)
|
|
1,340
|
|
|
3,915,836
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
115,276
|
|
|
(7,611
|
)
|
|
1,331
|
|
|
108,996
|
|
||||
Loss before income taxes and
discontinued operations
|
(47,976
|
)
|
|
5,351
|
|
|
9
|
|
|
(42,616
|
)
|
||||
Benefit for income taxes
|
77,963
|
|
|
(1,523
|
)
|
|
(3
|
)
|
|
76,437
|
|
||||
Income from continuing operations
|
29,987
|
|
|
3,828
|
|
|
6
|
|
|
33,821
|
|
(1)
|
See Note 4 for more information about our discontinued operations.
|
|
As Reported
|
|
Discontinued
Operations
(1)
|
|
Adoption of
ASU 2014-09
|
|
As Adjusted
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
29,987
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
29,993
|
|
Deferred income taxes
|
(79,191
|
)
|
|
—
|
|
|
3
|
|
|
(79,188
|
)
|
||||
Accounts receivable
|
(33,439
|
)
|
|
—
|
|
|
70
|
|
|
(33,369
|
)
|
||||
Accounts payable and other liabilities
|
46,232
|
|
|
(2,609
|
)
|
|
(79
|
)
|
|
43,544
|
|
||||
Net cash provided by operating activities
|
46,427
|
|
|
—
|
|
|
—
|
|
|
46,427
|
|
(1)
|
See Note 4 for more information about our discontinued operations.
|
2.
|
Revenue
|
•
|
Customer loyalty programs.
We offer travel center trucking customers and casual restaurant diners the option to participate in our loyalty programs. Our loyalty programs provide customers with the right to earn loyalty awards on qualifying purchases that can be used for discounts on future purchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and will be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining the standalone selling price include the historic redemption rate and the use of a weighted average selling price for fuel to calculate the revenue attributable to the loyalty awards.
|
•
|
Customer discounts and rebates.
We enter into agreements with certain customers in which we agree to provide discounts on fuel and/or truck service purchases, some of which are structured as rebates payable to the customer after the end of the period. We recognize the cost of discounts against, and in the same period as, the revenue that generated the discounts earned.
|
•
|
Gift cards.
We sell branded gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card subsequently is redeemed for goods or services. Unredeemed gift card balances are recognized as revenue when the possibility of redemption becomes remote.
|
|
Loyalty
Programs
|
|
Other Contract
Liabilities
|
|
Total
|
||||||
December 31, 2016
|
$
|
13,686
|
|
|
$
|
4,921
|
|
|
$
|
18,607
|
|
Increases due to unsatisfied performance obligations
arising during the period
|
72,424
|
|
|
11,335
|
|
|
83,759
|
|
|||
Revenue recognized from satisfying performance
obligations during the period
|
(65,854
|
)
|
|
(10,007
|
)
|
|
(75,861
|
)
|
|||
Other
|
(5,091
|
)
|
|
(1,568
|
)
|
|
(6,659
|
)
|
|||
December 31, 2017
|
15,165
|
|
|
4,681
|
|
|
19,846
|
|
|||
Increases due to unsatisfied performance obligations
arising during the period
|
62,125
|
|
|
7,246
|
|
|
69,371
|
|
|||
Revenue recognized from satisfying performance
obligations during the period
|
(56,743
|
)
|
|
(6,910
|
)
|
|
(63,653
|
)
|
|||
Other
|
(4,522
|
)
|
|
(908
|
)
|
|
(5,430
|
)
|
|||
September 30, 2018
|
$
|
16,025
|
|
|
$
|
4,109
|
|
|
$
|
20,134
|
|
3.
|
Acquisitions
|
4.
|
Discontinued Operations
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
549
|
|
|
$
|
556
|
|
Inventory
|
24,632
|
|
|
22,773
|
|
||
Other current assets
|
588
|
|
|
280
|
|
||
Property and equipment, net
|
376,365
|
|
|
387,894
|
|
||
Goodwill
|
—
|
|
|
68,702
|
|
||
Other intangible assets, net
|
7,952
|
|
|
9,189
|
|
||
Other noncurrent assets
|
—
|
|
|
327
|
|
||
Loss upon classification as held for sale
|
(74,388
|
)
|
|
—
|
|
||
Total assets of discontinued operations
|
$
|
335,698
|
|
|
$
|
489,721
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Other current liabilities
|
$
|
11,636
|
|
|
$
|
2,311
|
|
Other noncurrent liabilities
|
—
|
|
|
8,547
|
|
||
Total liabilities of discontinued operations
|
$
|
11,636
|
|
|
$
|
10,858
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
$
|
219,730
|
|
|
$
|
198,514
|
|
|
$
|
606,574
|
|
|
$
|
552,332
|
|
Cost of goods sold (excluding depreciation)
|
183,515
|
|
|
158,031
|
|
|
500,830
|
|
|
441,789
|
|
||||
Site level operating expenses
|
27,595
|
|
|
27,858
|
|
|
81,566
|
|
|
82,292
|
|
||||
Selling, general and administrative expenses
|
2,659
|
|
|
2,657
|
|
|
7,458
|
|
|
7,611
|
|
||||
Real estate rent expense
|
571
|
|
|
567
|
|
|
1,720
|
|
|
1,703
|
|
||||
Depreciation and amortization expense
|
4,533
|
|
|
10,724
|
|
|
20,330
|
|
|
24,288
|
|
||||
Impairment of goodwill
|
17,942
|
|
|
—
|
|
|
69,442
|
|
|
—
|
|
||||
Loss from discontinued operations
before income taxes |
(17,085
|
)
|
|
(1,323
|
)
|
|
(74,772
|
)
|
|
(5,351
|
)
|
||||
Benefit for income taxes
|
3,755
|
|
|
357
|
|
|
14,829
|
|
|
1,523
|
|
||||
Loss from discontinued operations,
net of taxes |
(13,330
|
)
|
|
(966
|
)
|
|
(59,943
|
)
|
|
(3,828
|
)
|
||||
Loss upon classification as held for sale
|
(78,681
|
)
|
|
—
|
|
|
(78,681
|
)
|
|
—
|
|
||||
Benefit for income taxes
|
19,942
|
|
|
—
|
|
|
19,942
|
|
|
—
|
|
||||
Loss from discontinued operations
|
$
|
(72,069
|
)
|
|
$
|
(966
|
)
|
|
$
|
(118,682
|
)
|
|
$
|
(3,828
|
)
|
5.
|
Earnings Per Share from Continuing Operations
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Income from continuing operations
|
$
|
1,589
|
|
|
$
|
63,273
|
|
|
$
|
4,200
|
|
|
$
|
33,821
|
|
Less: net income for noncontrolling interests
|
34
|
|
|
30
|
|
|
122
|
|
|
100
|
|
||||
Income from continuing operations attributable
to common shareholders
|
1,555
|
|
|
63,243
|
|
|
4,078
|
|
|
33,721
|
|
||||
Less: income from continuing operations
attributable to participating securities
|
53
|
|
|
3,286
|
|
|
183
|
|
|
1,774
|
|
||||
Income from continuing operations available to
common shareholders
|
$
|
1,502
|
|
|
$
|
59,957
|
|
|
$
|
3,895
|
|
|
$
|
31,947
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares
(1)
|
38,402
|
|
|
37,497
|
|
|
38,137
|
|
|
37,458
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted income per common share
from continuing operations attributable to
common shareholders
|
$
|
0.04
|
|
|
$
|
1.60
|
|
|
$
|
0.10
|
|
|
$
|
0.85
|
|
(1)
|
Excludes 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
September 30, 2018
and
2017
, was
1,368
and
2,055
, respectively. The weighted average number of unvested shares outstanding for the
nine months ended
September 30, 2018
and
2017
, was
1,787
and
2,080
, respectively.
|
6.
|
Equity Investments
|
|
PTP
|
|
Other
(1)
|
|
Total
|
||||||
Investment balance:
|
|
|
|
|
|
||||||
As of September 30, 2018
|
$
|
19,995
|
|
|
$
|
19,136
|
|
|
$
|
39,131
|
|
As of December 31, 2017
|
20,807
|
|
|
21,695
|
|
|
42,502
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from equity investments:
|
|
|
|
|
|
||||||
Three months ended September 30, 2018
|
$
|
1,359
|
|
|
$
|
(786
|
)
|
|
$
|
573
|
|
Three months ended September 30, 2017
|
1,253
|
|
|
(725
|
)
|
|
528
|
|
|||
Nine months ended September 30, 2018
|
2,388
|
|
|
(4,008
|
)
|
|
(1,620
|
)
|
|||
Nine months ended September 30, 2017
|
2,954
|
|
|
(1,223
|
)
|
|
1,731
|
|
(1)
|
Includes other equity investments 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, |
||||||||||||
|
2018
|
|
2017
(1)
|
|
2018
|
|
2017
(1)
|
||||||||
Total revenues
|
$
|
33,260
|
|
|
$
|
28,380
|
|
|
$
|
88,321
|
|
|
$
|
79,213
|
|
Cost of goods sold (excluding depreciation)
|
23,508
|
|
|
19,191
|
|
|
63,917
|
|
|
53,707
|
|
||||
Operating income
|
3,690
|
|
|
3,392
|
|
|
6,824
|
|
|
8,139
|
|
||||
Net income and comprehensive income
|
3,531
|
|
|
3,267
|
|
|
6,375
|
|
|
7,790
|
|
(1)
|
Total revenues and cost of goods sold (excluding depreciation) for the three and
nine months ended
September 30, 2017
, have been adjusted for the adoption of ASU 2014-09. Motor fuel taxes are no longer included in fuel revenues or fuel cost of goods sold, resulting in a decrease from the originally reported amounts in each of fuel revenues and fuel cost of goods sold of
$3,603
and
$10,002
for the three and
nine months ended
September 30, 2017
, respectively.
|
7.
|
HPT Leases
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Current HPT Leases liabilities:
|
|
|
|
|
|
||
Accrued rent
|
$
|
24,746
|
|
|
$
|
24,170
|
|
Sale leaseback financing obligation
|
1,020
|
|
|
863
|
|
||
Straight line rent accrual
|
2,458
|
|
|
2,458
|
|
||
Deferred gain
|
10,128
|
|
|
10,128
|
|
||
Deferred tenant improvements allowance
|
3,770
|
|
|
3,770
|
|
||
Total current HPT Leases liabilities
|
$
|
42,122
|
|
|
$
|
41,389
|
|
|
|
|
|
||||
Noncurrent HPT Leases liabilities:
|
|
|
|
|
|
||
Deferred rent obligation
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Sale leaseback financing obligation
|
22,597
|
|
|
22,987
|
|
||
Straight line rent accrual
|
46,528
|
|
|
46,937
|
|
||
Deferred gain
|
103,445
|
|
|
111,041
|
|
||
Deferred tenant improvements allowance
|
34,990
|
|
|
37,817
|
|
||
Total noncurrent HPT Leases liabilities
|
$
|
357,560
|
|
|
$
|
368,782
|
|
8.
|
Business and Property Management Agreements with RMR
|
9.
|
Related Party Transactions
|
10.
|
Contingencies
|
11.
|
Inventory
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Nonfuel products
|
$
|
155,351
|
|
|
$
|
152,555
|
|
Fuel products
|
42,670
|
|
|
34,312
|
|
||
Total inventory
|
$
|
198,021
|
|
|
$
|
186,867
|
|
•
|
We recognized a
$57,820
decrease in our income tax benefit primarily as a result of the $58,602 benefit recognized in September 2017 in connection with the resolution of a previously uncertain tax position, as well as from the reduction in the statutory federal income tax rates from 35% to 21% effective in 2018.
|
•
|
We recognized a
$691
decrease in site level gross margin in excess of site level operating expenses for the three months ended
September 30, 2018
, primarily due to a $4,611 reversal of expense from excess transaction fees previously withheld by Comdata that was recognized in September 2017.
|
•
|
We recognized a
$75,724
decrease in our income tax benefit primarily as a result of the $58,602 benefit recognized in September 2017 in connection with the resolution of a previously uncertain tax position, as well as from the reduction in the statutory federal income tax rates from 35% to 21% effective in 2018.
|
•
|
We recognized a
$39,939
increase in site level gross margin in excess of site level operating expenses, which included the $23,251 benefit from the federal biodiesel tax credit that was retroactively reinstated for 2017 and recognized in February 2018.
|
•
|
We recognized a
$10,704
reduction in selling, general and administrative expenses, primarily attributable to reimbursed litigation costs recognized in April 2018.
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel
|
$
|
1,172,913
|
|
|
$
|
908,456
|
|
|
29.1
|
%
|
|
$
|
3,308,744
|
|
|
$
|
2,582,699
|
|
|
28.1
|
%
|
Nonfuel
|
482,621
|
|
|
465,232
|
|
|
3.7
|
%
|
|
1,377,159
|
|
|
1,319,308
|
|
|
4.4
|
%
|
||||
Rent and royalties from franchisees
|
3,863
|
|
|
4,535
|
|
|
(14.8
|
)%
|
|
12,022
|
|
|
13,829
|
|
|
(13.1
|
)%
|
||||
Total revenues
|
1,659,397
|
|
|
1,378,223
|
|
|
20.4
|
%
|
|
4,697,925
|
|
|
3,915,836
|
|
|
20.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel
|
76,848
|
|
|
69,391
|
|
|
10.7
|
%
|
|
234,123
|
|
|
208,780
|
|
|
12.1
|
%
|
||||
Nonfuel
|
289,670
|
|
|
280,105
|
|
|
3.4
|
%
|
|
838,553
|
|
|
797,663
|
|
|
5.1
|
%
|
||||
Rent and royalties from franchisees
|
3,863
|
|
|
4,535
|
|
|
(14.8
|
)%
|
|
12,022
|
|
|
13,829
|
|
|
(13.1
|
)%
|
||||
Total gross margin
|
370,381
|
|
|
354,031
|
|
|
4.6
|
%
|
|
1,084,698
|
|
|
1,020,272
|
|
|
6.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Site level operating
|
233,344
|
|
|
216,303
|
|
|
7.9
|
%
|
|
685,217
|
|
|
660,730
|
|
|
3.7
|
%
|
||||
Selling, general and administrative
|
35,097
|
|
|
34,348
|
|
|
2.2
|
%
|
|
98,292
|
|
|
108,996
|
|
|
(9.8
|
)%
|
||||
Real estate rent
|
71,116
|
|
|
69,032
|
|
|
3.0
|
%
|
|
212,036
|
|
|
205,039
|
|
|
3.4
|
%
|
||||
Depreciation and amortization
|
20,407
|
|
|
19,990
|
|
|
2.1
|
%
|
|
62,076
|
|
|
66,875
|
|
|
(7.2
|
)%
|
||||
Total operating expenses
|
359,964
|
|
|
339,673
|
|
|
6.0
|
%
|
|
1,057,621
|
|
|
1,041,640
|
|
|
1.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
10,417
|
|
|
14,358
|
|
|
(27.4
|
)%
|
|
27,077
|
|
|
(21,368
|
)
|
|
226.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
7,518
|
|
|
7,507
|
|
|
0.1
|
%
|
|
21,963
|
|
|
22,738
|
|
|
(3.4
|
)%
|
||||
Other (income) expense, net
|
(569
|
)
|
|
(481
|
)
|
|
(18.3
|
)%
|
|
1,627
|
|
|
(1,490
|
)
|
|
NM
|
|
||||
Income (loss) before income taxes
and discontinued operations
|
3,468
|
|
|
7,332
|
|
|
(52.7
|
)%
|
|
3,487
|
|
|
(42,616
|
)
|
|
108.2
|
%
|
||||
(Provision) benefit for income taxes
|
(1,879
|
)
|
|
55,941
|
|
|
NM
|
|
|
713
|
|
|
76,437
|
|
|
(99.1
|
)%
|
||||
Income from continuing operations
|
1,589
|
|
|
63,273
|
|
|
(97.5
|
)%
|
|
4,200
|
|
|
33,821
|
|
|
(87.6
|
)%
|
||||
Loss from discontinued operations,
net of taxes
|
(72,069
|
)
|
|
(966
|
)
|
|
NM
|
|
|
(118,682
|
)
|
|
(3,828
|
)
|
|
NM
|
|
||||
Net (loss) income
|
(70,480
|
)
|
|
62,307
|
|
|
(213.1
|
)%
|
|
(114,482
|
)
|
|
29,993
|
|
|
(481.7
|
)%
|
||||
Less: net income for noncontrolling
interests
|
34
|
|
|
30
|
|
|
13.3
|
%
|
|
122
|
|
|
100
|
|
|
22.0
|
%
|
||||
Net (loss) income attributable to
common shareholders
|
$
|
(70,514
|
)
|
|
$
|
62,277
|
|
|
(213.2
|
)%
|
|
$
|
(114,604
|
)
|
|
$
|
29,893
|
|
|
(483.4
|
)%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Number of same site company
operated locations
|
241
|
|
|
241
|
|
|
—
|
|
|
235
|
|
|
235
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diesel sales volume (gallons)
|
400,227
|
|
|
400,384
|
|
|
—
|
%
|
|
1,180,862
|
|
|
1,188,077
|
|
|
(0.6)
|
%
|
||||
Gasoline sales volume (gallons)
|
77,849
|
|
|
78,481
|
|
|
(0.8)
|
%
|
|
213,525
|
|
|
214,454
|
|
|
(0.4)
|
%
|
||||
Total fuel sales volume (gallons)
|
478,076
|
|
|
478,865
|
|
|
(0.2)
|
%
|
|
1,394,387
|
|
|
1,402,531
|
|
|
(0.6)
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel revenues
|
$
|
1,140,855
|
|
|
$
|
888,368
|
|
|
28.4
|
%
|
|
$
|
3,210,894
|
|
|
$
|
2,525,212
|
|
|
27.2
|
%
|
Fuel gross margin
|
75,432
|
|
|
69,301
|
|
|
8.8
|
%
|
|
229,189
|
|
|
207,825
|
|
|
10.3
|
%
|
||||
Fuel gross margin per gallon
|
$
|
0.158
|
|
|
$
|
0.145
|
|
|
9.0
|
%
|
|
$
|
0.164
|
|
|
$
|
0.148
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonfuel revenues
|
$
|
476,541
|
|
|
$
|
462,683
|
|
|
3.0
|
%
|
|
$
|
1,348,428
|
|
|
$
|
1,302,544
|
|
|
3.5
|
%
|
Nonfuel gross margin
|
286,186
|
|
|
278,149
|
|
|
2.9
|
%
|
|
820,479
|
|
|
786,745
|
|
|
4.3
|
%
|
||||
Nonfuel gross margin percentage
|
60.1
|
%
|
|
60.1
|
%
|
|
—
|
|
|
60.8
|
%
|
|
60.4
|
%
|
|
40
|
pts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross margin
|
$
|
361,618
|
|
|
$
|
347,450
|
|
|
4.1
|
%
|
|
$
|
1,049,668
|
|
|
$
|
994,570
|
|
|
5.5
|
%
|
Site level operating expenses
|
229,656
|
|
|
214,170
|
|
|
7.2
|
%
|
|
667,432
|
|
|
648,369
|
|
|
2.9
|
%
|
||||
Site level operating expenses as a
percentage of nonfuel revenues
|
48.2
|
%
|
|
46.3
|
%
|
|
190
|
pts
|
|
49.5
|
%
|
|
49.8
|
%
|
|
(30
|
)pts
|
||||
Site level gross margin in excess
of site level operating expenses
|
$
|
131,962
|
|
|
$
|
133,280
|
|
|
(1.0)
|
%
|
|
$
|
382,236
|
|
|
$
|
346,201
|
|
|
10.4
|
%
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the three months ended September 30, 2017
|
488,806
|
|
|
$
|
908,456
|
|
Increase due to petroleum products price changes
|
|
|
259,821
|
|
||
Decrease due to same site volume changes
|
(789
|
)
|
|
(1,873
|
)
|
|
Increase due to locations opened
|
2,745
|
|
|
7,026
|
|
|
Decrease due to locations closed
|
(626
|
)
|
|
(1,186
|
)
|
|
Increase in wholesale fuel sales volume
|
353
|
|
|
669
|
|
|
Net change from prior year period
|
1,683
|
|
|
264,457
|
|
|
Results for the three months ended September 30, 2018
|
490,489
|
|
|
$
|
1,172,913
|
|
|
Gallons Sold
|
|
Fuel Revenues
|
|||
Results for the nine months ended September 30, 2017
|
1,432,173
|
|
|
$
|
2,582,699
|
|
Increase due to petroleum products price changes
|
|
|
716,475
|
|
||
Decrease due to same site volume changes
|
(8,144
|
)
|
|
(18,763
|
)
|
|
Increase due to locations opened
|
12,362
|
|
|
30,448
|
|
|
Decrease due to locations closed
|
(1,395
|
)
|
|
(2,502
|
)
|
|
Increase in wholesale fuel sales volume
|
187
|
|
|
387
|
|
|
Net change from prior year period
|
3,010
|
|
|
726,045
|
|
|
Results for the nine months ended September 30, 2018
|
1,435,183
|
|
|
$
|
3,308,744
|
|
•
|
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;
|
•
|
the proceeds from the sale of our conveniences stores business, if completed;
|
•
|
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 or otherwise;
|
•
|
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 costs and funding that may be required to execute our growth initiatives;
|
•
|
the possible inability of acquired or developed properties to generate the stabilized financial results we expected at the time of acquisition or development;
|
•
|
increasing labor cost inflation;
|
•
|
increasing market interest rates that may increase our cost of capital;
|
•
|
the risk of an economic slowdown or recession in the U.S. economy; and
|
•
|
the negative impacts on our gross margins and working capital requirements if there were a return to the higher level of prices for petroleum products we experienced in prior years or due to increases in the cost of our fuel or nonfuel products resulting from inflation generally.
|
•
|
OUR OPERATING RESULTS FOR THE THREE AND
NINE
MONTHS ENDED
SEPTEMBER 30, 2018
, REFLECT INCREASES IN FUEL AND NONFUEL REVENUES AND FUEL AND NONFUEL GROSS MARGIN OVER THE SAME PERIODS LAST YEAR, WHICH MAY IMPLY THAT OUR FUEL AND NONFUEL REVENUES AND FUEL AND NONFUEL GROSS MARGIN ARE IMPROVING AND WILL CONTINUE TO IMPROVE. HOWEVER, CERTAIN OF THESE IMPROVEMENTS RESULTED FROM UNIQUE ITEMS THAT MAY NOT OCCUR IN THE FUTURE. IN ADDITION, FUEL PRICES, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR FUEL AND NONFUEL REVENUES AND THE COSTS OF OUR FUEL AND 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 AND NONFUEL COSTS TO OUR CUSTOMERS, OR IF OUR NONFUEL SALES MIX CHANGES IN A MANNER THAT NEGATIVELY IMPACTS OUR NONFUEL GROSS MARGIN, OUR FUEL OR NONFUEL REVENUES AND OUR FUEL OR NONFUEL GROSS MARGIN MAY DECLINE;
|
•
|
WE EXPECT THE SALE OF OUR CONVENIENCE STORES BUSINESS TO BE COMPLETED IN THE FOURTH QUARTER OF 2018 FOR AN ESTIMATED AGGREGATE PURCHASE PRICE OF
$328.8
MILLION AND ESTIMATED NET CASH PROCEEDS TO US OF
$319.2
MILLION. THE TRANSACTION IS SUBJECT TO THE SATISFACTION OR WAIVER OF CUSTOMARY CLOSING CONDITIONS FOR A TRANSACTION OF THIS TYPE AND IF THESE CONDITIONS ARE NOT SATISFIED OR WAIVED, THIS TRANSACTION MAY NOT OCCUR, MAY BE DELAYED OR ITS TERMS MAY CHANGE. ALSO, THE AMOUNTS OF THE AGGREGATE PURCHASE PRICE AND NET CASH PROCEEDS TO US THAT ARE REALIZED FROM THE SALE MAY DIFFER. FURTHER, THE LOSS WE EXPECT TO REALIZE AND THE EXPENSES WE MAY INCUR IN CONNECTION WITH THIS TRANSACTION MAY INCREASE;
|
•
|
WE EXPECT THAT LOCATIONS WE ACQUIRE, DEVELOP OR RENOVATE WILL PRODUCE STABILIZED FINANCIAL RESULTS AFTER A SPECIFIED PERIOD OF TIME FOLLOWING ACQUISITION, DEVELOPMENT OR RENOVATION. THIS STATEMENT MAY IMPLY THAT STABILIZATION OF OUR ACQUIRED, DEVELOPED OR RENOVATED SITES WILL OCCUR AS EXPECTED, AND IF SO, WILL GENERATE INCREASED OPERATING INCOME. HOWEVER, MANY OF THE LOCATIONS WE HAVE ACQUIRED OR MAY ACQUIRE IN THE FUTURE PRODUCED OPERATING RESULTS THAT CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES. OUR ABILITY TO OPERATE ACQUIRED, DEVELOPED OR RENOVATED LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL. ACCORDINGLY, THESE LOCATIONS 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 WE MAY MAKE ACQUISITIONS AND DEVELOP NEW LOCATIONS IN THE FUTURE. 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 MAY EXPECT. IN ADDITION, ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;
|
•
|
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, 2018
, BASED ON OUR ELIGIBLE COLLATERAL AT THAT DATE, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS
$148.8
MILLION, OF WHICH WE HAD USED
$17.8
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 WANT OR NEED 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
|
•
|
IN THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018, CERTAIN OF OUR OPERATING RESULTS IMPROVED. WE ACHIEVED CERTAIN COST SAVINGS AND OUR GROSS MARGIN INCREASED. THIS MAY IMPLY THAT WE WILL BE PROFITABLE IN THE FUTURE. IN FACT, SINCE WE BECAME A PUBLIC COMPANY IN 2007, WE HAVE BEEN ABLE TO PRODUCE ONLY OCCASIONAL PROFITS AND WE HAVE ACCUMULATED SIGNIFICANT LOSSES. WE MAY BE UNABLE TO PRODUCE FUTURE PROFITS AND OUR LOSSES MAY INCREASE.
|
•
|
CONTINUED IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION AND ALTERNATIVE FUEL PRACTICES AND SOURCES EMPLOYED OR USED BY OUR CUSTOMERS AND ALTERNATIVE FUEL TECHNOLOGIES OR OTHER MEANS OF TRANSPORTATION 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 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;
|
•
|
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;
|
•
|
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 A SINGLE FUEL CARD PROVIDER AND HAVE BECOME INCREASINGLY DEPENDENT UPON SERVICES PROVIDED BY THEIR RESPECTIVE FUEL CARD PROVIDER TO MANAGE THEIR FLEETS. CONTINUED LACK OF COMPETITION 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;
|
•
|
IF TRUCKING COMPANIES ARE UNABLE TO SATISFY MARKET DEMANDS FOR TRANSPORTING GOODS OR IF THE USE OF OTHER MEANS OF TRANSPORTING GOODS INCREASES, THE TRUCKING INDUSTRY MAY EXPERIENCE REDUCED BUSINESS, WHICH WOULD NEGATIVELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND LIQUIDITY;
|
•
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 101.1
|
The following materials from TravelCenters of America LLC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text (filed herewith)
|
|
|
|
|
|
TRAVELCENTERS OF AMERICA LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William E. Myers
|
|
|
Date:
|
November 5, 2018
|
|
|
|
Name:
|
William E. Myers
|
|
|
|
|
|
|
Title:
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
|
|
BORROWERS
|
||
|
|
||
|
TRAVELCENTERS OF AMERICA LLC
|
||
|
|
|
|
|
By:
|
/s/ Andrew J. Rebholz
|
|
|
Name:
|
Andrew J. Rebholz
|
|
|
Title:
|
CEO
|
|
|
|
|
|
|
|
|
|
|
TA OPERATING LLC
|
||
|
|
|
|
|
By:
|
/s/ Andrew J. Rebholz
|
|
|
Name:
|
Andrew J. Rebholz
|
|
|
Title:
|
CEO
|
|
GUARANTORS
|
||
|
|
|
|
|
TRAVELCENTERS OF AMERICA
|
||
|
HOLDING COMPANY LLC
|
||
|
By:
|
/s/ Andrew J. Rebholz
|
|
|
Name:
|
Andrew J. Rebholz
|
|
|
Title:
|
CEO
|
|
|
|
|
|
|
PETRO FRANCHISE SYSTEMS LLC
|
||
|
|
|
|
|
By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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TA FRANCHISE SYSTEMS LLC
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By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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TA OPERATING NEVADA LLC
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||
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By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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TA OPERATING MONTANA LLC
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||
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By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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QSL OPERATING LLC
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||
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By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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QSL RE LLC
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By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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QSL FRANCHISE SYSTEMS LLC
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By:
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/s/ Andrew J. Rebholz
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Name:
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Andrew J. Rebholz
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Title:
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CEO
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AGENT
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WELLS FARGO CAPITAL FINANCE, LLC,
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as Agent and a Lender
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By:
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/s/ Laura Wheeland
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Name:
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Laura Wheeland
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Title:
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Vice President
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LENDERS
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PNC BANK, NATIONAL ASSOCIATION
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By:
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/s/ Michael Byrne
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Name:
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Michael Byrne
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Title:
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Assistant Vice President
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LENDERS
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USB AG, STAMFORD BRANCH
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By:
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/s/ Darlene Arias
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Name:
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Darlene Arias
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Title:
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Director
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By:
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/s/ Houssem Daly
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Name:
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Houssem Daly
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Title:
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Associate Director
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LENDERS
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CITIBANK, NA
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By:
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/s/ Allister Chan
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Name:
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Allister Chan
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Title:
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Vice President
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LENDERS
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THE HUNTINGTON NATIONAL BANK
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By:
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/s/ Lynsey M. Sausaman
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Name:
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Lynsey M. Sausaman
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Title:
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Assistant Vice President
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LENDERS
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CITY NATIONAL BANK
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By:
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/s/ Lauren Bourke
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Name:
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Lauren Bourke
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Title:
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Vice President
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1.
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I have reviewed this quarterly report on Form 10-Q of TravelCenters of America LLC;
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2.
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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 5, 2018
|
/s/ Andrew J. Rebholz
|
|
Andrew J. Rebholz
|
|
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;
|
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 5, 2018
|
/s/ William E. Myers
|
|
William E. Myers
|
|
Executive Vice President, Chief Financial
|
|
Officer and Treasurer
|
|
|
Date: November 5, 2018
|
/s/ Andrew J. Rebholz
|
|
Andrew J. Rebholz
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ William E. Myers
|
|
William E. Myers
|
|
Executive Vice President, Chief Financial
Officer and Treasurer
|