UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHING T ON , D . C . 20549
D IVI S IO N OF
CO RP ORAT IO N F INANCE
October 25,
2018
William Myers
Chief Financial Officer
TRAVELCENTERS OF AMERICA LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Re: TRAVELCENTERS OF AMERICA LLC
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 28, 2018
File No. 001-33274
Dear Mr. Myers:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have
additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2017
Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of
Operations
Critical Accounting Policies
Impairment of indefinite-lived intangible assets and goodwill, page 55
1. We note your quantitative analysis indicated the estimated fair value
of your convenience
store reporting unit exceeded its carrying amount by 2.6%. If a
reporting unit is at risk of
failing your quantitative analysis, in addition to the information
you provided for investors
to assess the probability of future goodwill impairment charges, you
should also provide a
more detailed description of potential events and/or changes in
circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item
303(a)(3)(ii) of Regulation S-K, which requires a description of
known uncertainties, and
William Myers
FirstName LastNameWilliam Myers LLC
TRAVELCENTERS OF AMERICA
Comapany NameTRAVELCENTERS OF AMERICA LLC
October 25, 2018
October 25, 2018 Page 2
Page 2
FirstName LastName
Section V of the Commission's Guidance Regarding Management's
Discussion and
Analysis of Financial Condition and Results of Operations, SEC Release
No. 34-48960,
available on our website at www.sec.gov.
2. We note your market capitalization is significantly below your
shareholders' equity at
both December 31, 2017 and June 30, 2018. Please explain to us how you
considered this
significant difference in your impairment analysis during the year
ended December 31,
2017 and interim period ended June 30, 2018.
Consolidated Statements of Cash Flows, page F-5
3. Please revise to distinguish cash flows associated with HPT such as
any proceeds from the
sale of leasehold improvements or property.
4. We note you recognized total share based compensation expense in each
of the years
presented as well as income from your equity investees. Please tell us
where such
amounts have been reflected within the Consolidated Statements of Cash
Flows. If these
items have been included in the line item Other, net, please provide
us a reconciliation for
each year presented showing the various items and amounts comprising
Other, net.
Financial Statements
6. Long Term Debt
Revolving Credit Facility, page F-16
5. We note your credit facility restricts the payment of cash dividends.
We also note your
disclosure in Item 5 that your rent deferral agreement with HPT
prohibits the payment of
dividends while any deferred rent remains unpaid. Please describe the
most significant
restrictions on the payment of dividends and their pertinent
provisions. Please refer to
Rule 4-08(e)(1) of Regulation S-X.
Note 7. Leasing Transactions
HPT Leases, page F-18
6. We note you have sold to HPT renovations, improvements and equipment
at leased
properties in return for increases in your minimum annual rent. Please
tell us how you
have recognized these transactions in your financial statements and
the basis in GAAP
supporting your accounting.
Note 9. Income Taxes, page F-24
7. Please explain to us why the deferred tax provision (benefit)
disclosed on page F-25
differs from the amounts of deferred income taxes disclosed in the the
Consolidated
Statements of Cash Flows. In doing so, please provide a schedule
showing the items and
their amounts which reconciles the differences for each year.
William Myers
TRAVELCENTERS OF AMERICA LLC
October 25, 2018
Page 3
8. We note you recognized an uncertain tax position in the amount of
$58,602 as a result of a
number of factors including the passage of time and the results of
audits of certain of your
U.S. federal income tax returns. The table discloses the position was
recognized due to a
lapse in statute of limitations. Please clarify for us if in fact the
uncertain tax position was
recognized due to an expiration of the statute of limitations. If not,
please explain how
you determined the benefit of the tax position was effectively
settled. Please include in
your response your evaluation of all of the conditions set forth in
ASC 740-10-25-10.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Donna Di Silvio, Staff Accountant, at 202-551-3202 or Bill
Thompson, Accounting Branch Chief, at 202-551-3344 if you have any questions.
FirstName LastNameWilliam Myers Sincerely,
Comapany NameTRAVELCENTERS OF AMERICA LLC
Division of Corporation Finance
October 25, 2018 Page 3 Office of Consumer Products
FirstName LastName