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TravelCenters of America LLC (NYSE:TA)

Q4 2013 Earnings Conference Call

June 09, 2014 10:00 AM ET

Executives

Thomas M. O'Brien - Managing Director, President, CEO

Andrew J. Rebholz - EVP, CFO, Treasurer

Katie Strohacker - Director, Investor Relations

Analysts

Alvin Concepcion - Citigroup

Ben Brownlow - Raymond James

Bryan Maher - Craig-Hallum Capital Group

Robert Dunn - Sidoti & Company

Sean Sweeney - Milwaukee Private Wealth Management Inc.

Operator

Good day and welcome. This call is being recorded. At this time, I’d like to turn the call over to the TA’s Director of Investor Relations, Ms. Katie Strohacker. Please go ahead.

Katie Strohacker

Thanks, Laura. Good morning and thanks for joining us everyone. We will begin today’s conference call with remarks from our CEO, Tom O’Brien, followed by our CFO, Andy Rebholz.

Today's call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws. These forward-looking statements are based on TA's present beliefs and expectations, as of today, June 9, 2014. TA undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made today other than as required by law.

Actual results may differ materially from those implied or included in these forward-looking statements. Additional information concerning factors that could cause our forward-looking statements not to occur is contained in our filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance upon any forward-looking statements. The recording and retransmission of today's conference call is prohibited without the prior written consent of TA.

And with that, I will turn the call over to Tom O’Brien.

Thomas M. O'Brien

Thanks, Katie. Good morning everybody and thank you for joining our call. Today, before I even address the substance of our earnings report, which I believe contains a number of very positive factors about our business. I’d like to address the delay in providing our fourth quarter and full-year results.

As previously disclosed, we had a number of issues. Staffing in our accounting department was a challenge. We’ve already set in motion a solid plan to fix that and we’re making progress. However, the biggest challenge we faced in preparing our year-end reports was accounting for income taxes. I want to be clear that there has been no change in our actual cash tax payments or in the outlook for the future timing of when in fact we expect to begin to pay cash for federal and most state income taxes.

Future tax payments of course are dependent upon our future income. We’ve changed none of our tax return positions. What has changed is the amount we recognize for taxes in our financial statements under GAAP.

First, our consistent stream of positive net income in each of the past three years and our current expectation that we will generate taxable income in future years has caused us to reconsider the previous 100% valuation allowance or reserve for our deferred tax assets, largely arising from NOLs or tax loss carryforwards.

In the past, the future tax benefit from our historical tax losses did not appear on our balance sheet. Now because we’ve evidenced that we will be able to use certain of these tax benefits, the amounts that we can reasonably expect to benefit has been pass through our income statement.

Calculating the amount of future tax benefits that should be recognized under GAAP was challenging due to the fact that fairly late in the 2013 year-end closing process, we identified a previously unidentified and particularly complex areas of tax code that we needed to consider. To state it a little more plainly, we made an error in not identifying it sooner. The process of evaluating the accounting for this issue, for financial statement purposes is not fully consistent with the process used to evaluate this item for tax return purposes.

Some of the complexities evolved included the evaluation of the fair market value of about 35,000 individual assets we owned as of the end of 2007, the year in which we generated our initial net operating loss for tax purposes and determining the theoretical impact of these values on rules which could potentially limit our ability to utilize tax loss carryforwards.

It is an exceedingly detailed process which added to the time it took to complete the 2013 audit. We already closed -- we were already close to the deadline for filing our 2013 annual report with the SEC when this issue was identified. In the painful process of getting this right and having it audited, extended through last Friday. And for this delay, I can only apologize.

I’m not going through this detail with you for purposes of making excuses. I’m going to explain the delay. We did the right thing by making sure the numbers were right before publicly releasing this information and for your patience, I thank you. Our lender group, our landlords and our suppliers were without exception understanding these matters and their support also deserves thanks. As shareholders, we should take comfort and the strength of these relationships.

Before leaving this topic, I’d like to stress two points. First, our delays associated with taxes have been entirely a matter of GAAP accounting. Nothing we’ve done in this accounting changes in anyway my belief in the positive outlook for TA’s business.

Second, we’ve a plan to get our financial reporting and SEC filings back up to date. We’ve turned our attention to the first quarter 2014 report which we hoped to file sometime in July. Then we will focus on our second quarter numbers. While I’ve learned from this process how risky it is to make predictions, our current plan is to get our financial reporting compliant to public company norms before the end of this summer and to get back on a regular reporting schedule by the time our third quarter reports are due and hopefully sooner.[Audit End]6:18

TA’s fourth quarter 2013 financial report reflects the number of positive developments. First, as previously disclosed, a significant item of litigation came to the end -- came to an end in early 2014 and its settlement is reflected in our 2013 results and behind us. Excluding this $10 million litigation charge, our adjusted EBITDAR was up 2.2% for the full-year and 3.9% for the fourth quarter. Additionally, some of the expense of litigation costs embedded in our G&A expense should now be coming to an end.

Second, our adjusted EBITDAR reflects I believe the success of our acquisition program. With the year 2013, sites purchased since January 1, 2011 contributed $26.5 million to EBITDAR, up from only $5.9 million in the full-year of 2012 and up from $19.3 million in 12 months ended September 30th.

Third, on a same site basis, site level gross margin in excess of site operating costs grew by 7.5% for the fourth quarter 2013 with both fuel and non-fuel contributing positively to gross margin, which was up over $10 million. This is in contrast of same site results for the first nine months of 2013, during which site level gross margin in excess of site operating costs declined by 4.4% from the prior-year.

The fourth quarter improvement came largely from a combination of our vigilance in controlling expenses during this historically slow quarter and from a lessening of the negative impact with higher pricing changes that affected us in the earlier parts of 2013.

Fourth, I want to touch briefly on a few items that hope will provide an improved foundation for future success. One, we completed our acquisition of 31 convenience gasoline stores late in 2013. These do not require the same ramp up period that the experience of when we have acquired travel centers and these sites are already contributing at or above our initial expectations.

Two, we together with Shell Oil products U.S. opened our first liquefied natural gas fueling location in Ontario, California in early May. Our LNG lanes, Ontario and future locations are super lanes in that the lanes are equipped with dispensers for all of LNG, diesel and Diesel Exhaust Fluid or DEF. This ensures that those lanes can be fully utilized by existing and new customers by installing the LNG dispensers on existing fuel lanes; we don’t interrupted truck traffic flow, or reduced available truck parking spaces at these sites.

Additionally, we’ve equipped to date five truck service facilities and trained employees and truck service on both compressed natural gas or CNG as well as LNG trucks. We currently expect that 8 to 10 LNG fueling lanes will be running by the end of 2014 and the pace of opening new LNG fueling locations will accelerate in 2015.

Three, a number of our second -- excuse me, the number of our service initiatives continue to expand successfully including our Reserve-It parking initiative. Drivers reserved over 192,000 overnight parking spaces during 2013, up from just 19,000 in 2012. We also continue to extent the reach of our truck repair and maintenance services by expanding emergency roadside repair capacity and our [ph] [in yard] preventative maintenance services offering.

By broader view of what’s happening in the travel center industry today includes the following. The U.S. economy has been slowly growing over the past several quarters and our expectation is that it will continue to grow slowly through 2014, despite a small reported contraction in Q1. We expect tough freight volume which is flat in 2013 to rise modestly in 2014.

Despite this projected modest steady growth, we continued to see flat to slightly negative change in demand for fuel by trucking companies. We think this declining demand for fuel is largely due to fuel efficiency increases. Meanwhile the rebate underpayment issue at our principal national competitor continues to be reported in the media. We have seen some customer movement towards TA and we recently converted one, approximately 3,000 truck customers to fuel with us. While I cannot and do not claim a direct cause and effect relationship here, actually I believe this customer assessment of the fuel supply needs is based on largest part and our continued ability to be competitive on price and second to demonstrate beyond a doubt our value proposition in delivering superior amenities and services.

I also continue to believe that our best-in-class product and service initiatives are one of the best responses to overcoming the modest negative impact of volume decline that stem from both fuel efficiency and normal competitive pressures which can arise when that happens. As I’ve stated before, our internal growth initiatives coupled with our external growth initiatives are the right combination to deliver future positive operating results.

And now, Andy Rebholz, our Chief Financial Officer will point out a few financial highlights.

Andrew J. Rebholz

Thanks, Tom, and good morning, everybody. We reported adjusted EBITDAR of $68.2 million for the 2013 fourth quarter, an increase of about $2.6 million or 4% versus the fourth quarter of 2012. In the fourth quarter of 2013, TA generated net income of $12 million or $0.39 per share, compared to the prior-year quarter when we generated a net loss of $2.5 million or $0.08 per share.

Our income tax accounting resulted in a net benefit of $28.2 million during the fourth quarter of 2013. On a pre-tax basis, our loss in the fourth quarter of 2013 was about $70 million or about $14 million higher than in the fourth quarter of 2012. This difference is in large part due to the $10 million charge for our previously disclosed settlement of litigation and certain impairments or other similar non-cash charges.

We reported adjusted EBITDAR of $299.6 million for the full-year 2013, an increase of about $6.6 million or 2.2% versus 2012. In 2013, TA generated net income of $32.5 million or $1.06 per share compared to 2012 net income of $32.2 million or $1.12 per share.

In 2013, we expanded our travel center footprint acquiring 10 travel centers for approximately $46.2 million. In 2013, we invested in our travel centers acquired in 2011 through 2013 to ensure they have the necessary parking, signage, truck repair service base, showers, broad food service offering and a large number of store products that are TA’s competitive advantages.

In 2013, we spend $45.3 million doing this at the 30 acquired travel centers. In 2013 we improved our existing facilities to ensure that our sites set and maintain the gold standard in our industry that our customers have come to expect from TA and Petro locations. From our showers to lighting, to truck service base, to high speed fuel dispensers, to royalty programs and food service offerings.

In 2013, we spend $118.9 million on our facilities, about half of which was sustaining capital and about half of which we believe were high rate of return projects. During 2013, we sold $83.9 million of these capital expenditures to Hospitality Properties Trust.

Now, I will turn the call back over to Tom.

Thomas M. O'Brien

Thanks, Andy. I mentioned during this call has been that we’re in the process of getting back on track with our financial reporting. But more importantly TA’s operating results has moved in the right direction and nothing has swayed my belief in a positive future for TA. Indeed, I’m more excited about TA’s business that I’ve been at any other time.

Thank you for listening in today. Andy and I will now take your questions. Operator?

Question-and-Answer Session

Ladies and gentlemen, we will now conduct a question-and-answer session. (Operator Instructions) Thank you. We do have a question from Alvin Concepcion from Citigroup. Please go ahead.

Alvin Concepcion - Citigroup

Hi, good morning. I just wanted to ask about the -- you talked about again a little bit 3,000 customers which is nice to hear. I wonder if you could talk a little bit more about the competitive dynamics particularly so you’ve done incrementally more promotional year-to-date or maybe even year-over-year sequentially -- or sequentially as a result of those kind of gain?

Thomas M. O'Brien

Sure. Let me just clarify -- maybe I missed both, but I heard you say 3,000 customers, my example was a single customer with 3,000 trucks, just to make sure we’re on the same page. As far as the competitive dynamics growth, I guess I would say that what we’re seeing in terms of fuel efficiency gains it got to be having a negative impact on every -- each one of the large companies in this business. We’re trying to respond to it and I think we’ve done it quite successfully with improved and enhanced customer service offerings that we believe we can put in place more easily or more readily than our competitors and in some cases we think we can put in place and our competitors cant. As far as marketing and promotional, you asked about that too, in March this year we started a program -- marketing program called diesel dollars. It’s a first of its kind in that. It allows largely owner operators to -- you can think of it as cash back on volume purchases within a month. There are different tiers and really we’re trying to do is encourage loyalty by way of a program that’s a little bit different flavor than which traditionally been called loyalty programs in our industry which are largely discount programs. Perhaps in response, but certainly after we kicked off our program that -- which was in March, this month I believe it started, one of our competitors started and with sort of a double point promotion which is kind of like an old hat in this business, we don’t do it very much and haven’t in a long time. I think -- I guess what I’m trying to say is I think we’re leading in that regard and not following. Our competitors seem to be -- again, maybe they’re following, but they certainly are behind in terms of time. And so while the bottom line is its always been and I think there will always be competitive pressure in this business, I think TA, Petros, very good spot to be able to pick our spots in terms of what we want to do and what we want to accomplish in terms of customer loyalty and marketing.

Alvin Concepcion - Citigroup

Thank you for that color. I also wanted to ask about your appetite for acquisitions. I think there were three announcements at the end of 2013, could you give us an update on what criteria you’re looking for and what the environment is currently like?

Thomas M. O'Brien

Yes, we have -- obviously I mentioned we completed our acquisition of Minit Mart Group of C-stores [ph] [and that happened] I think December 15th or 16th. We have a few truck stops under contract at this point. When I say a few more it’s three. The pipeline of acquisition activity is I will say in the truck stop space it’s modest. Its not -- there is a number of things that we’re active on, but it isn’t as robust as it was say two years ago. In part, I think that’s because we’ve shaken enough a lot of trees. The offset to that, if you will, in terms of within the pipeline, we’re looking at a number of additional groups of C-stores and whether if something comes about or not, time will tell. Competitively the truck stop side, we’re really looking in large part for something different than our competitors are. We’re looking for large facilities where we can offer an array of amenities where that’s not required element and doesn’t seem to be even a preferred element for bulk of our large competitors. We’re certainly on the C-store side competitively there certainly off a lot of excitement about C-stores today. This tended to be on very large acquisitions and we’re saying that a fair amount of activity not without competition, but a fair amount of activity and opportunity in that 20 to 50 store collection of range.

Alvin Concepcion - Citigroup

And just one more for me. Now you’ve got a good part of 2Q now behind you and once you’ve this (indiscernible) and I know its not something you normally do, but I’m wondering if there is any sort of color you can give us on 1Q and 2Q to date?

Thomas M. O'Brien

I’ve learned about making predictions and I think I’ve said that, but you can clearly I think see from the comments that I’ve made that I feel very good about our operating performance. We’re as I said behind with our quarterly reports and so I won’t be very specific. But nothing I’ve seen and we’ve experienced frankly even a very bad weather in the first quarter. Nothing I had seen as I said, seen or experienced here suggest to me that we have -- anything other than a belief in positive reports. I know that’s nothing number you were looking for, but that’s all I can do at this point.

Alvin Concepcion - Citigroup

Very good [ph] [a try]. Thank you so much.

Thomas M. O'Brien

Okay Alvin. I knew someone would. Thanks.

Operator

Again, we do have a question from Ben Brownlow with Raymond James. Please go ahead.

Ben Brownlow - Raymond James

Hey, good morning.

Thomas M. O'Brien

Hi, Ben.

Andrew J. Rebholz

Good morning, Ben.

Ben Brownlow - Raymond James

You guys worked out on the acquisitions and operating metrics for the 61 sites. What was -- can you give some more color on the many more kind of show margin contribution for the quarter and there’s some that we’re acquired so late in the quarter some of those were acquired so late in the quarter?

Thomas M. O'Brien

Yes, I would say you know we’re looking at two weeks. There is nothing significant in there or that could be learned from those two weeks, which are also included by Christmas and New Year’s Eve. We will think about what if anything we want to say about that going forward. Although Minit Mart is a small fish in the -- the context of our entire business. It is somewhat concentrate and breaking it out may or may not be a good idea for us in the Bowling Green, Kentucky and surrounding areas, but we’re thinking about that. But for fourth quarter nothing significant.

Ben Brownlow - Raymond James

Okay. And should we generally think about that as having a stronger fuel margin relative to the chain now, that’s what it sounds like?

Thomas M. O'Brien

No. I actually -- I don’t see on average in terms of fuel margin or fuel margin per gallon and I don’t see much difference in the raw numbers.

Ben Brownlow - Raymond James

Okay, all right. And then on the renovation CapEx for the year, the sites acquired in 2013. Just some broad stroke pictures of what those are, where those capital investments are going and the timing of that spend?

Thomas M. O'Brien

2013 you said, right Ben?

Ben Brownlow - Raymond James

For the sites on 2013. I think there was -- I must have read that wrong, there was roughly $33 million remaining in renovations?

Thomas M. O'Brien

Yes. The biggest expense for -- or the biggest expenditure I should say for a site that we acquired is very typically, well I’ll name three big ones. The biggest is probably the addition of a truck service facility. It looks like just a big barn with a bunch of glass doors on it, there’s more to it than that. No underground oil storage pit for getting beneath the vehicle, all of that. The second big thing we often run into is replacing dispensers and typically adding diesel exhaust fluid, dispensers. And the third thing that we run into a lot is, improving the parking area. Particularly out West some of the locations we have acquired come with difficult to maintain unpaved parking. And so those are the biggest things, and you can’t necessarily move forward as you would wish with a truck service facility because it requires permits. And certainly in a winter it's very difficult to move forward with Asphalt because most of the areas of the country the Asphalt plants just shutdown in the cold months. So, those are the big three things in there.

Ben Brownlow - Raymond James

All right, thank you. And then just one more, you mentioned the Reserve-It fee. What was the sort of average I guess fee per space that you had there and then the opportunity going forward?

Thomas M. O'Brien

It's right in the $12 a night area. And what's the upper end of the opportunity is? I’m not sure we’ve seen it yet. I’m not ready to call that. The thing about Reserve-It is, it is a -- it's a new service. And the utility of that service to a driver and to a fleet, I think is dependant in large part on the regulatory environment that affects drivers. And so did they think it makes a driver’s job easier? It's going to be used and it has been used. The reason I can’t predict an upper limit here is because I don’t think that the impact on efficiency, driver efficiency has been fully absorbed by a number of fleet customers and individual drivers, fleet customers small and large. What I mean by that is, our research suggest that most drivers while they have -- to simplify it, 10 hours a day to drive, most drivers are putting in a road time of 7 to 8 hours a day. Some of them are falling short of the maximum 10 hours because there’s only so much distance between where they were and where they need to be, and I get that. But some of them are pulling it off the road to make sure that they have parking. And the kind of change that we’ve put in place with Reserve-It parking now allows the industry and the drivers in it to sort of skip that part if you will or reserving a space, it doesn’t matter what time you get there. So you don’t have to pull off the road at a certain time or adjust your route for that issue. And with fuel efficiency gains being chased by fleets of all sizes, in the 2%, 3%, 4%, 5% range, the ability for -- even though it's only maybe summer year drivers, the ability to go from 7 or 8 hours to 9 or 10 is a very large percentage. And I think that intuitively the executives of our customers get that. But I don’t think that we’ve seen much more than the very beginning of they’re adapting to use of this new tool broadly throughout their business. That’s a little color on that again, not a number, sorry. I know that’s what you wanted.

Ben Brownlow - Raymond James

No, that’s very helpful.

Thomas M. O'Brien

Okay.

Ben Brownlow - Raymond James

Thanks for the color.

Thomas M. O'Brien

All right. Thanks Ben.

Operator

(Operator Instructions) And we do have a question from Bryan Maher with Craig-Hallum Capital Group. Please go ahead.

Bryan Maher - Craig-Hallum Capital Group

Thank you very much and congratulations getting the case on in, the numbers look pretty good. Can you talk a little bit about your expectations for gross fuel margins from here? With the exception of the second quarter in 2013 which we’re all painfully aware of, the year-over-year numbers for each quarter were consistently higher and it appears so for the full-year as well. How high do you think that can go borrowing something kind of unforeseen?

Thomas M. O'Brien

It's a tough question. As you know, I’ll try to add some color to that. There was a time in the world that, if this company generated margins that was, it was almost unheard of, I am not sure it happened in any quarter prior to few years ago. It did happen a couple of times at least in the monsoon period and in the halls those responsible for that were high-fiving each other. As you may recollect there was a time when we broke into the double digits and I was very hesitant to predict the continuants of that for an extended period. But at the same time internally here, we, we’re all focused on making sure that with the -- in particular rise in the sort of the raw cost of fuel that our margins kept pace with the increased cost of investment. So, investment in this context what I am talking about it taking $3 for a gallon of fuel buying and paying for it, sticking it in the ground and waiting for somebody to come and to dispense it to. And initially -- and through today I think you’re seeing the increase in historical, in our reporting I should say margin per gallon to those sort of finally if you will make up for that the huge step in fuel prices. And I’ll tell you our attitude towards fuel margin is that more often than us we’re focused on making sure that, well first we’ve always got to be competitive and I think that we do, do that pretty successfully. But more often than that we’re focused more on making sure that for that $0.16 a gallon or making sure that our focus is achieving the next step up in this case will be $0.17 a gallon if you will rather than allowing ourselves to sort of relax because for the -- particularly the most experienced folks that have been around the company for a long time, and they want to relax just because $0.16 feels like twice what we would have historically done if you follow me. So, our focus has been on continuing to grow whether we can get to $0.18 or something higher than what we’ve reported here is the question that may have no answer, but the question that we never stop asking.

Bryan Maher - Craig-Hallum Capital Group

Okay, that’s helpful. And as it relates to Minit Mart, you know you’re at whatever 30 something units now and I think you talked earlier on the call about looking at some other small portfolios. What did you envision with respect to that, I mean clearly you and your management team and the board have kind of discussed the C-store business. We all know that there has been increased acquisition activity there on a larger scale basis and the multiples are materially higher than where we’ve seen your stock trade from the TravelCenter standpoint. So, can you give us a little color as to how you’re thinking about that business and how you might leverage the Minit Mart brand to grow it?

Thomas M. O'Brien

Sure. The way we think about the C-store business is, from our perspective again lets just put aside other acquisition activity that everybody sees out there and I’ll come back to it. But from our perspective unlike some of our truck stop competitors, we have a very large -- a very robust branded gasoline program. And so, I think that versus a local or regional operator that gives us some operating advantage on the fuel side because we are in fact a national jobber for so many different brands. We’re typically if you’re in that size range you are buying from a jobber as opposed to the brand owner, and that’s on the field side. On the non-field side, we think this business makes sense for us. Again from a comparison of what we’re able to do versus what a local or a regional operator is able to do, we think we have vantages in purchasing because we have so many locations and in some cases in distribution because we run our own distribution warehouses. And so, for us there are efficiencies that we can bring to bear for the regional operator. And for whatever reason what we see in terms of multiples and for Minit Mart what we had, the multiple and I haven't disclosed this and I don’t intend to. The multiple that we paid is substantially less than some other things that you’re seeing reported for some of the larger acquisitions over the last couple of months. Whether or not that kind of pricing will trickle down into the size that we’re talking about, I haven't seen it yet. I’ll never say never, but those kinds of purchases particularly the two bigger ones that you’ve seen seem to be very, very strategic in our acquisition and our appetite for acquisition of those kinds of projects would vein if that’s the kind of assumptions and multiples that we would have to take on to be able to acquire them, if I am making sense. So, as long as it's in our interest and so long as lets say a C-store acquisition is at least is profitable in my view to a TravelCenter acquisition or TravelCenter development and we expect to take on a couple of new developments over the next year or two, then it's interesting to me. Because we can do it and we have identified certain advantages. Absent those things and it becomes less interesting. So, to us it's really, this is something that we can do and it is additive to our acquisition program in our operations. And so a long as it stays that way we’ll remain interested. Somewhere in there is the answer to your question.

Bryan Maher - Craig-Hallum Capital Group

Yes, thanks Tom. Just two quick things or at least I hope so. Yes, to that end I think you had mentioned in there development, I think I read in the 10-K over the weekend that you are looking to develop two of your kind of Greenfield sites, I think you’ll start one in ’14 and one in ’15. What are roughly the cost to develop kind of the ground up on? I think you have lots currently and you’re moving forward with two of that, what are those cost associated?

Thomas M. O'Brien

Yes, we actually just to -- there’s also another one in Illinois where we’re going to, we’re in a joint venture and that will start actually before the other two that we’ve identified. In terms of total cost, we are looking in the -- depending on where it is, $15 million to $20 million. And I would say out of the seven that we have a little, as you said two were more accelerated than the others which is some of which we haven't yet turned to. I would say that’s fairly typical. What that means is, each one of the ones that we develop on the -- here is got to have some kind of a distinguishing tier simply because as you know the acquisitions we’ve made over the last three years or so all in with the redevelopment cost or the improvement cost probably don’t exceed $10 million or $11 million and the numbers are a little bit at the back of my head here. And that means that either the new development will have some particularly attractive feature or be a fill in location or it will be considered a fill in location for our network. It has to have some special features to it to make it worthwhile going ahead.

Bryan Maher - Craig-Hallum Capital Group

Thanks. And then just lastly, when we look at a lot of the companies that we cover almost everybody always does an adjusted EBITDA and adjusted EPS number, because there’s cost only items and that’s really not something that we’ve seen in your income statements and our model over time. However with the litigation settlement the $10 million clearly now we would have an adjusted line share numbers. I guess I am curious and I think I know the answer to this, but I just want to hear it from your end are two things, one there were some de minimis items that it doesn’t seem like you adjust out either this quarter or historically, I wanted to know just kind of yours or Andy’s thoughts behind that just kind of letting it ride on the small items as it relates to your reported earnings versus adjusted and then secondarily as it relates to the provision for income tax benefit, our view on that is on the surface it looks like a one time item, but really if you were to back it out then over a multi-year period of time it would understate your actual earnings, if you could just address those?

Thomas M. O'Brien

Okay. Yes, first with the adjusted EBITDAR. I don’t know if this is the personal preference or my view of what the investors like to see. I appreciate how everyone -- I’ll call it, my experience is there’s always something in a quarter, in a year that you could add back and we’ve adopted a view of, lets make full disclosure and try not to, if you will try not to play with it too much, because again there is always something. The items that you’re talking about are pretty clearly set forth in the quarterly data in the 10-K. I want to say its note 20, and I just don’t want to get into this constant set of add backs and count this and don’t count that, and I think it makes it confusing. The $10 million litigation settlement kind of stuck out like a sore thumb, so we added that back. The taxes obviously stick out and -- fortunately are not included in the EBITDA or EBITDAR in any case. And so that’s my view on adjusted EBITDAR. I really don’t expect that that will be a new thing for us. It just happened to be in the fourth quarter, a little bit of noise here and we added it back just to try to make it more clear. As far as the income tax benefit, you’re right. Net-net we have benefited on our tax returns from use of net operating loses. We do believe that ultimately those positions will be sustained by the company otherwise I wouldn’t have signed the tax return. But sustainability for the tax position is not the same construct as benefit if you will for GAAP. And so, there’s two outcomes, only two possible. One is, that our tax returns are sustained the way we believe they will be. And if that happens and so say an audit that comes in and we’re right and there’s no challenge. At that time you’re very likely to see a further benefit run through our income statement. If on the other hand the only other possibility, the other extreme is that our return positions are not those that signed favor as a result of the audit. In that case we have reserve on the balance sheet and so there should be little if any impact of sort of a bad result from an audit. So we kind of got the best of in a sense, best of both worlds that if we’re right there’s more benefit to come, if we’re wrong the balance sheet kind of protects the income statement. And I think that’s what you’re getting at.

Bryan Maher - Craig-Hallum Capital Group

Yes. That’s great. Thanks Tom.

Thomas M. O'Brien

Yes.

Operator

Okay, thank you. And we do have a question from Robert Dunn with Sidoti. Please go ahead.

Robert Dunn - Sidoti & Company

Good morning.

Thomas M. O'Brien

Hi, Robert.

Robert Dunn - Sidoti & Company

I was wondering if there is a difference in your term profile expectations for, the Greenfield sites versus an acquisition or some of these renovation investments, kind of how you think about that capital deployment.

Thomas M. O'Brien

Yes. There really isn't much difference which is kind of why I feel it makes sense to have this three pronged approach if you will. I think that really what you’re seeing here is the -- out of the expansion if you will or the widening of the road into C-store, I think that’s -- to a large extent opportunistic. If that is a big part of our future acquisitions, that increase will also be opportunistic. And frankly what you say pricing gets out of hand for C-stores of the kind of that we think are interesting to us then we will conclude very rapidly that isn't an opportunity for us, and you’ll see that part of our sort of three pronged approach if you will shut down. I think that the acquisition opportunities in the truck stop space are still out there, not as much velocity as we’ve seen, that’s our core business, and so we will always have our eye opened for that. And when, in the past some two, three years we’ve kind of embarked upon that kind of an activity in earnest, it was a ton of activity and lot of availability, and we opportunistically took advantage of that. That opportunity still exist today, again the velocity is not as great. And we turned to laying the ground work if you will to improving our national footprint. There are some areas of the country where there’s not a TA for a couple of 100 miles. There’s a lot of areas of the country where we’d really like to be. While we were terribly busy with acquiring existing sites, we didn’t spend a ton of time focused on a development. And today we haven't broken ground on any of these but we're laying the work to make that happen. And of course we won't if the numbers don’t pencil out. So, from where I am sitting today, the three pronged approach to sum up here, the three pronged approach we have which is development, acquisition of TravelCenters, and our potential acquisition of C-stores. The reason that makes sense by large is because the returns that we’re seeing are about equal in all three buckets. If that changes, we will change our mix.

52:48[Audit Start]Robert Dunn - Sidoti & Company

So it seems like, if valuations rise and (indiscernible) become less compelling, you don’t see a longer term necessity to persist (inaudible) consolidation, now you can focus on other areas or will.

Thomas M. O'Brien

Yes, I think that’s right. The other thing I didn’t mention, I mean because you asked about sort of the external growth stuff. One of the things that we’ve got going for us and have for some time is that we are uniquely positioned amongst our competitors with the network that we have today. And one of the things that contributes to that unique position is the breadth of services that we today provide and those that we might in the future provide. And so, our growth story is not dependant upon solely either internal or external growth. It's kind of dangerous thing if you see a company that is only going to grow from external sources, because to the extent that it ever manifests itself that external growth doesn’t make sense. If they have no internal growth the management doesn’t know what else to do. We have a lot of opportunities, a lot of things to do in the alternative. I mentioned some of them, the Reserve-It parking and the expansion of our road squad to national wide service as opposed to within a particular radius around our sites. Those kinds of things are levers that we are pulling for internal growth, and so it's really a balance. I don’t need one or the other. It's nice to have the option to balance, but if one goes away we’ve got plenty of sensible things to do.

Robert Dunn - Sidoti & Company

Okay. I apologize if you touched on this. Did you talk about maybe what we should be thinking about for modeling in terms of effective tax rate, dilutive share counts, and maybe if there is any charge’s or anything in 2014, I would just keep an eye out for it.

Thomas M. O'Brien

Tax rate at this point, I would go with something close to the statutory statement that 40% is probably good number for modeling. I don’t know today of anything unusual that’s going to happen in 2014. And the third part of your question was, I am sorry.

Robert Dunn - Sidoti & Company

The dilutive share count?

Thomas M. O'Brien

We don’t know of anything that’s going to change that either at this point.

Robert Dunn - Sidoti & Company

Okay. Thank you

Thomas M. O'Brien

Okay, Robert. Thank you.

Robert Dunn - Sidoti & Company

Bye-bye.

Operator

Okay. And we do have a question from Sean Sweeney with Milwaukee Wealth Management. Please go ahead.

Sean Sweeney - Milwaukee Private Wealth Management Inc.

Good morning.

Thomas M. O'Brien

Hi, Sean.

Sean Sweeney - Milwaukee Private Wealth Management Inc.

How are you?

Thomas M. O'Brien

Good.

Sean Sweeney - Milwaukee Private Wealth Management Inc.

Good. Can you just give a little bit of color on what you see as the biggest challenge regarding the build out of natural gas infrastructure in the U.S. going forward?

Thomas M. O'Brien

In U.S. or on a retail side specifically?

Sean Sweeney - Milwaukee Private Wealth Management Inc.

U.S., generally.

Thomas M. O'Brien

Well, I don’t claim to be an expert in things other than what we do everyday. But I think that maybe on close enough to those who are to be able to say that the notion of natural gas for transport is one that has -- I think its biggest impact is -- the biggest potential impact is that it creates an opportunity for users of over the road fuel to have choice going forward. And what I mean by that is most trucking companies that I see are considering natural gas as an alternative to diesel, are looking at as a process by which they will convert over from one to the other. When looking at it more like an opportunity to have choice to sort of, if you will, go back and forth because there’s some equipment limitations so you can actually do that with the same vehicle, but to a certain extent balance their -- the mix of one fuel versus the other not every day, but over relatively short period of time. And so it’s that opportunity that I think gives the adoption of natural gas the [legs], if you will, to for me to conclude that there is likely a future in it and I conclude that based upon sure there’s an advantage to pricing versus diesel today. But I do know that options are valuable and I think that you’re seeing a lot of folks consider natural gas for over the road transport. Some of them are in the camp of I don’t want to hedge my bets and when I get experience with this in case, this pricing advantage persists for a long time. Others are saying -- it’s not based on any numbers. I know having options is better than not having options and so it’s mostly that from my view that makes me see opportunity for over the road use of natural gas and it’s that view that colors the way that we look at what we’re doing and exactly how we’re doing it. That’s why we put in super lanes. It means that I don’t have the natural gas sort of off in the parking lot and its standalone sort of canopy -- kind of almost waiting for it to fail so I could take it down easily. I mean, that doesn’t make sense. I ought not to plan for something temporary and certainly not doing this with expectation that it is going to be a failure. That’s why we put in super lane so that we’re treating natural gas, our customers and diesel customers and we have the ability to treat them. Exactly the same the driving lanes are exactly the same as it was before. There is no new thing to deal with at the truck stop other than if you need natural gas pull into the right lane. I mean it has a big sign on it, so you ought to be able to see it, but you’re right next to the building, you’re right in line with everybody else if you have a vehicle that has a need for both. You don’t have to go around and get into a different lane. We’re planning to succeed in that space and that’s really sort of what colors. I wouldn’t be doing this, if I didn’t think that natural gas for transport had some legs.

Sean Sweeney - Milwaukee Private Wealth Management Inc.

That’s helpful. Thank you very much.

Thomas M. O'Brien

Thanks, Sean. Operator, I see no more questions.

Operator

No sir, there are no questions at this time.

Thomas M. O'Brien

With that, I’d like to thank everybody for participating in our call and for your continued support and interest in TA. Thanks a lot.

Operator

This does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect. Thank you.

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Source: TravelCenters of America's (TA) CEO Thomas O'Brien on Q4 2013 Results -Earnings Call Transcript
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