TravelCenters of America (TA) Financial Report Summaries

Risks

• Failure to consummate the Merger could negatively impact the price of our common stock and our future business and financial results.
• The Merger Agreement contains provisions that restrict our ability to pursue alternatives to the Merger and, in specified circumstances, could require us to pay BP a termination fee.
• While the Merger is pending, we are subject to customary contractual restrictions which could adversely affect our business.
• We have and continue to incur substantial transaction-related costs in connection with the Merger. If the Merger does not occur, we will not benefit from these costs.
• We could be adversely impacted by the effects of inflation, rising and sustained high interest rates, supply chain conditions, capital market volatility and an economic recession or downturn.
• Our net operating margin is low.
• Increasing motor vehicle engine fuel efficiency, fuel conservation practices and adoption of alternative fuels or energy sources may adversely impact our business.
• Fuel price increases and fuel price volatility could negatively affect our business.
• An interruption in our fuel supplies would materially adversely affect our business.
• Limited competition among third party fuel card companies could adversely affect our business.
• Our financial results are affected by U.S. trucking industry economic conditions.
• The industries in which we operate are highly competitive.
• We are dependent upon certain customers for a significant portion of our truck service revenue, and the loss of, or significant reduction in services to, these customers would adversely affect our results of operations.
• Government and market actions in response to concerns about climate change may decrease demand for diesel fuel and require us to make significant changes to our business and to make significant capital or other expenditures.
• Our storage and dispensing of petroleum products, waste and other hazardous substances create the potential for environmental damage, and compliance with environmental laws is often expensive.
• We have a substantial amount of combined indebtedness and rent obligations, which could adversely affect our financial condition.
• We rely upon trade creditors for a significant amount of our working capital and the availability of alternative sources of financing may be limited.
• Our business may be adversely impacted by a material increase in interest rates, including changes resulting from the future phase out of LIBOR, and adverse changes in fiscal policy or credit market conditions.
• Our credit agreements impose restrictive covenants on us, and a default under the agreements relating to those credit agreements or under our indenture governing our Senior Notes could have a material adverse effect on our business and financial condition.
• Our use of joint ventures may limit our flexibility with jointly owned investments.
• We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of information technology could harm our business.
• We may incur significant costs to comply with data privacy and security laws and regulations.
• Supply chain challenges and changes in U.S. trade policies could reduce the volume of imported goods into the United States and other movement of goods in the United States, which may materially reduce truck freight volume in the United States and our sales.
• The trucking industry may fail to satisfy market demands for transporting goods or market participants may choose other means to transport goods.
• Insurance may not adequately cover our losses.
• Privatization of toll roads or of rest areas may negatively affect our business.
• Food safety and foodborne illness concerns could have an adverse effect on our business.
• Our business and operations are subject to risks from adverse weather and climate events.
• Labor disputes or other events may arise that restrict, reduce or otherwise negatively impact the movement of goods by trucks in the United States.
• We may be unable to utilize our net operating loss and tax credit carryforwards.
• We are in the process of executing new and expanded business strategies; we may fail to successfully execute these strategies and these strategies may prove to be unprofitable.
• Our growth strategies and our locations require regular and substantial capital investment.
• We may not complete our development projects within the time frame or for the investment we anticipate, or at all, and the anticipated benefits of the new facilities may not be fully realized.
• Territorial restrictions placed on us by our leases with SVC and our franchise agreements with our franchisees could impair our ability to grow our business.
• Our agreements and relationships with SVC, RMR and others related to them may create conflicts of interest, or the perception of such conflicts, and may restrict our ability to grow our business.
• The large majority of the travel centers that we operate are owned by SVC and our business is substantially dependent on our relationship with SVC. In addition, we have significant commercial arrangements with RMR and we are dependent on those arrangements in operating our business.
• Ownership limitations and certain other provisions in our charter, bylaws and certain material agreements may deter, delay or prevent a change in our control or unsolicited acquisition proposals.
• The licenses, permits and related approvals for our operations may restrict ownership of us, or prevent or delay any change in control of us.
• Our rights and the rights of our stockholders to take action against our Directors, officers, SVC and RMR are limited.
• Stockholder litigation against us or our Directors, officers, manager, other agents or employees may be referred to mandatory arbitration proceedings, which follow different procedures than in-court litigation and may be more restrictive to stockholders asserting claims than in-court litigation.
• Our capital stock has experienced significant price and trading volume volatility and may continue to do so.
• Investors may not benefit financially from investing in our Senior Notes.