UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-33274

TravelCenters of America Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

20-5701514

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)


			24601 Center Ridge Road, Westlake, OH 44145-5639
			(Address and Zip Code of Principal Executive Offices)

			(440) 808-9100
			(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbols

Name of Each Exchange on Which Registered

Shares of Common Stock, $0.001 Par Value Per Share

The Nasdaq Stock Market LLC

8.25% Senior Notes due 2028

TANNI

The Nasdaq Stock Market LLC

8.00% Senior Notes due 2029

TANNL

The Nasdaq Stock Market LLC

8.00% Senior Notes due 2030

TANNZ

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐						Accelerated filer ☒

Non-accelerated filer ☐						Smaller reporting company ☒☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of the registrant's shares of common stock outstanding as of ~~October 29, 2021: 14,579,621.~~May 2, 2022: 14,836,676.

Table of Contents

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of March 31, 202 ~~September~~2 ~~30, 2021~~ and December 31, ~~2020~~2021	1
	Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~(Loss ) for the Three ~~and~~ ~~Nine~~Months Ended ~~September~~March 31, 202 2 ~~30, 2021~~ and ~~2020~~2021	2
	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended March 31, 202 ~~September~~2 ~~30, 2021~~ and ~~2020~~2021	3
	Consolidated Statements of Stockholders' Equity for the Three ~~and~~ ~~Nine~~Months Ended March 31, 202 ~~September~~2 ~~30, 2021~~ and ~~2020~~2021	4
	Notes to Consolidated Financial Statements	65
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1716
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2924
Item 4.	Controls and Procedures	2925
	Warning Concerning Forward-Looking Statements	3026
PART II — OTHER INFORMATION		3329
Item 1A.	Risk Factors	3329
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3329
Item 6.	Exhibits	3430
SIGNATURE		3632

As used herein, the terms "we," "us," "our" and "TA" include TravelCenters of America Inc. and its consolidated subsidiaries unless otherwise expressly stated or the context otherwise requires.

Table of Contents

~~Part~~PART I. ~~Financial Information~~FINANCIAL INFORMATION

Item 1. Financial Statements

TravelCenters of America Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except par value amount)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets:	Assets:					Assets:
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	621,103	$	483,151	Cash and cash equivalents	$	544,153	$	536,002
Accounts receivable (net of allowance for doubtful accounts of $1,343 and $1,016 as of September 30, 2021 and December 31, 2020, respectively)		149,410		94,429
Accounts receivable (net of allowance for doubtful accounts of $1,004 and $1,003 as of March 31, 2022 and December 31, 2021, respectively)						Accounts receivable (net of allowance for doubtful accounts of $1,004 and $1,003 as of March 31, 2022 and December 31, 2021, respectively)	201,809		111,392
Inventory	Inventory	169,543		172,830		Inventory	221,410		191,843
Other current assets	Other current assets	22,129		35,506		Other current assets	36,186		37,947
Total current assets	Total current assets	962,185		785,916		Total current assets	1,003,558		877,184

Property and equipment, net	Property and equipment, net	789,403		801,789		Property and equipment, net	849,683		831,427
Operating lease assets	Operating lease assets	1,680,902		1,734,883		Operating lease assets	1,646,144		1,659,526
Goodwill	Goodwill	22,213		22,213		Goodwill	22,213		22,213
Intangible assets, net	Intangible assets, net	11,060		11,529		Intangible assets, net	10,811		10,934
Other noncurrent assets	Other noncurrent assets	110,438		87,530		Other noncurrent assets	103,971		107,217
Total assets	Total assets	$	3,576,201	$	3,443,860	Total assets	$	3,636,380	$	3,508,501

Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:					Liabilities and Stockholders' Equity:
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	249,982	$	158,075	Accounts payable	$	334,454	$	206,420
Current operating lease liabilities	Current operating lease liabilities	116,046		111,255		Current operating lease liabilities	120,903		118,005
Other current liabilities	Other current liabilities	207,311		175,867		Other current liabilities	196,097		194,853
Total current liabilities	Total current liabilities	573,339		445,197		Total current liabilities	651,454		519,278

Long term debt, net	Long term debt, net	524,925		525,397		Long term debt, net	524,630		524,781
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	1,685,084		1,763,166		Noncurrent operating lease liabilities	1,632,753		1,655,359
Other noncurrent liabilities	Other noncurrent liabilities	104,602		69,121		Other noncurrent liabilities	107,211		106,230
Total liabilities	Total liabilities	2,887,950		2,802,881		Total liabilities	2,916,048		2,805,648

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Common stock, $0.001 par value, 216,000 shares of common stock authorized as of September 30, 2021 and December 31, 2020, and 14,579 and 14,574 shares of common stock issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		14		14
Common stock, $0.001 par value, 216,000 shares of common stock authorized as of March 31, 2022 and December 31, 2021, and 14,837 and 14,839 shares of common stock issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock, $0.001 par value, 216,000 shares of common stock authorized as of March 31, 2022 and December 31, 2021, and 14,837 and 14,839 shares of common stock issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	14		14
Additional paid-in capital	Additional paid-in capital	783,778		781,841		Additional paid-in capital	786,798		785,597
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(194)		(205)		Accumulated other comprehensive loss	(224)		(198)
Accumulated deficit	Accumulated deficit	(95,347)		(141,084)		Accumulated deficit	(66,256)		(82,560)
Total TA stockholders' equity		688,251		640,566
Noncontrolling interest		—		413
Total stockholders' equity	Total stockholders' equity	688,251		640,979		Total stockholders' equity	720,332		702,853

Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	3,576,201	$	3,443,860	Total liabilities and stockholders' equity	$	3,636,380	$	3,508,501

The accompanying notes are an integral part of these consolidated financial statements.

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TravelCenters of America Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(in thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Revenues:	Revenues:									Revenues:
Fuel	Fuel	$	1,424,997	$	791,880	$	3,830,886	$	2,244,219	Fuel	$	1,806,114	$	1,077,258
Nonfuel	Nonfuel	511,063		474,097		1,460,787		1,304,674		Nonfuel	487,082		447,914
Rent and royalties from franchisees	Rent and royalties from franchisees	3,886		3,947		11,649		10,482		Rent and royalties from franchisees	3,877		3,924
Total revenues	Total revenues	1,939,946		1,269,924		5,303,322		3,559,375		Total revenues	2,297,073		1,529,096

Cost of goods sold (excluding depreciation):	Cost of goods sold (excluding depreciation):									Cost of goods sold (excluding depreciation):
Fuel	Fuel	1,318,987		711,757		3,547,154		1,990,241		Fuel	1,693,195		999,828
Nonfuel	Nonfuel	206,265		188,114		577,195		512,784		Nonfuel	191,785		172,222
Total cost of goods sold	Total cost of goods sold	1,525,252		899,871		4,124,349		2,503,025		Total cost of goods sold	1,884,980		1,172,050

Site level operating expense	Site level operating expense	246,871		221,864		708,097		655,950		Site level operating expense	252,044		227,230
Selling, general and administrative expense	Selling, general and administrative expense	39,563		32,967		112,083		108,171		Selling, general and administrative expense	41,309		35,930
Real estate rent expense	Real estate rent expense	63,898		65,226		191,378		191,893		Real estate rent expense	64,646		63,869
Depreciation and amortization expense	Depreciation and amortization expense	24,276		32,299		72,244		89,113		Depreciation and amortization expense	24,231		23,829
Other operating expense (income), net		230		—		(642)		—
Other operating income, net										Other operating income, net	(2,182)		—

Income from operations	Income from operations	39,856		17,697		95,813		11,223		Income from operations	32,045		6,188

Interest expense, net	Interest expense, net	11,843		7,375		34,966		22,064		Interest expense, net	11,530		11,384
Other (income) expense, net	Other (income) expense, net	(1,034)		233		1,667		1,109		Other (income) expense, net	(638)		1,397
Income (loss) before income taxes	Income (loss) before income taxes	29,047		10,089		59,180		(11,950)		Income (loss) before income taxes	21,153		(6,593)
(Provision) benefit for income taxes	(Provision) benefit for income taxes	(6,847)		(1,432)		(13,776)		4,222		(Provision) benefit for income taxes	(4,849)		850
Net income (loss)	Net income (loss)	22,200		8,657		45,404		(7,728)		Net income (loss)	16,304		(5,743)
Less: net income (loss) for noncontrolling interest		—		52		(333)		104
Less: net income for noncontrolling interest										Less: net income for noncontrolling interest	—		76
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	22,200	$	8,605	$	45,737	$	(7,832)	Net income (loss) attributable to common stockholders	$	16,304	$	(5,819)

Other comprehensive income (loss), net of taxes:
Foreign currency income (loss), net of taxes of $(36), $27, $(1) and $(33) respectively		$	28	$	—	$	11	$	(18)
Other comprehensive income (loss) attributable to common stockholders		28		—		11		(18)
Other comprehensive loss, net of taxes:										Other comprehensive loss, net of taxes:
Foreign currency loss, net of taxes of $19 and $16, respectively										Foreign currency loss, net of taxes of $19 and $16, respectively	$	(26)	$	(8)
Other comprehensive loss attributable to common stockholders										Other comprehensive loss attributable to common stockholders	(26)		(8)

Comprehensive income (loss) attributable to common stockholders	Comprehensive income (loss) attributable to common stockholders	$	22,228	$	8,605	$	45,748	$	(7,850)	Comprehensive income (loss) attributable to common stockholders	$	16,278	$	(5,827)

Net income (loss) per share of common stock attributable to common stockholders:	Net income (loss) per share of common stock attributable to common stockholders:									Net income (loss) per share of common stock attributable to common stockholders:
Basic and diluted	Basic and diluted	$	1.52	$	0.61	$	3.14	$	(0.76)	Basic and diluted	$	1.10	$	(0.40)

The accompanying notes are an integral part of these consolidated financial statements.

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TravelCenters of America Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Nine Months Ended
September 30,
2021 2020
Cash flows from operating activities:
Net income (loss) $ 45,404 $ (7,728)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Noncash rent credits, net (17,527) (15,827)
Depreciation and amortization expense 72,244 89,113
Deferred income tax benefit (provision) 13,336 (3,045)
Gain on sale of assets, net (642) —
Changes in operating assets and liabilities:
Accounts receivable (55,345) 59,238
Inventory 3,288 35,684
Other assets 8,700 3,280
Accounts payable and other liabilities 108,369 43,807
Other, net 3,459 9,050
Net cash provided by operating activities 181,286 213,572
Cash flows from investing activities:
Capital expenditures (46,782) (36,795)
Proceeds from other asset sales 8,803 1,270
Investment in equity investee (1,350) —
Other 148 (1,864)
Net cash used in investing activities (39,181) (37,389)
Cash flows from financing activities:
Proceeds from underwritten public equity offering — 79,985
West Greenwich Loan borrowings — 16,600
Payments on West Greenwich Loan (498) —
Payments on Revolving Credit Facility — (7,900)
Payments on Term Loan Facility (1,500) —
Distributions to noncontrolling interest (80) (65)
Acquisition of stock from employees (110) —
Other, net (2,029) (1,589)
Net cash (used in) provided by financing activities (4,217) 87,031
Effect of exchange rate changes on cash 64 22
Net increase in cash and cash equivalents 137,952 263,236
Cash and cash equivalents at the beginning of the period 483,151 17,206
Cash and cash equivalents at the end of the period $ 621,103 $ 280,442
Supplemental disclosure of cash flow information:
Lease modification (operating to finance lease) $ 28,201 $ —
Interest paid, net of capitalized interest 33,069 21,353
Income taxes paid (refunded) 74 (56)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	16,304	$	(5,743)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Noncash rent credits, net	(5,725)		(6,292)
Depreciation and amortization expense	24,231		23,829
Gain on sale of assets	(2,182)		—
Deferred income taxes	4,804		(850)
Changes in operating assets and liabilities:
Accounts receivable	(90,503)		(34,760)
Inventory	(29,987)		9,439
Other assets	3,642		7,513
Accounts payable and other liabilities	137,266		56,009
Other, net	1,269		2,431
Net cash provided by operating activities	59,119		51,576

Cash flows from investing activities:
Capital expenditures	(50,053)		(12,277)
Investment in equity investee	(1,000)		(1,350)
Other	1,833		105
Net cash used in investing activities	(49,220)		(13,522)

Cash flows from financing activities:
Payments on West Greenwich Loan	(166)		(166)
Payments on Term Loan Facility	(500)		(500)
Distributions to noncontrolling interest	—		(80)
Acquisition of stock from employees	(47)		(74)
Other, net	(1,071)		(413)
Net cash used in financing activities	(1,784)		(1,233)

Effect of exchange rate changes on cash	36		56
Net increase in cash and cash equivalents	8,151		36,877
Cash and cash equivalents at the beginning of the period	536,002		483,151
Cash and cash equivalents at the end of the period	$	544,153	$	520,028

Supplemental disclosure of cash flow information:
Lease modification (operating to finance lease)	$	—	$	28,201
Interest paid, net of capitalized interest	10,984		10,742
Income taxes (paid) refunded, net	(155)		675

The accompanying notes are an integral part of these consolidated financial statements.

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TravelCenters of America Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

(in thousands)


		Number of Shares of Common Stock	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total TA Stockholders' Equity		Noncontrolling Interest		Total Stockholders' Equity			Number of Shares of Common Stock	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total TA Stockholders' Equity		Noncontrolling Interest		Total Stockholders' Equity
June 30, 2021		14,581	$	14	$	783,137	$	(222)	$	(117,547)	$	665,382	$	—	$	665,382
December 31, 2021																	December 31, 2021	14,839	$	14	$	785,597	$	(198)	$	(82,560)	$	702,853	$	—	$	702,853
Grants under share award plan and stock based compensation, net	Grants under share award plan and stock based compensation, net	(2)	—		641		—		—		641		—		641		Grants under share award plan and stock based compensation, net	(2)	—		1,201		—		—		1,201		—		1,201
Other comprehensive loss, net of taxes	Other comprehensive loss, net of taxes	—	—		—		28		—		28		—		28		Other comprehensive loss, net of taxes	—	—		—		(26)		—		(26)		—		(26)
Net income	Net income	—	—		—		—		22,200		22,200		—		22,200		Net income	—	—		—		—		16,304		16,304		—		16,304
September 30, 2021		14,579	$	14	$	783,778	$	(194)	$	(95,347)	$	688,251	$	—	$	688,251
March 31, 2022																	March 31, 2022	14,837	$	14	$	786,798	$	(224)	$	(66,256)	$	720,332	$	—	$	720,332

June 30, 2020		8,298	$	8	$	700,619	$	(190)	$	(143,622)	$	556,815	$	1,470	$	558,285
December 31, 2020																	December 31, 2020	14,574	$	14	$	781,841	$	(205)	$	(141,084)	$	640,566	$	413	$	640,979
Grants under share award plan and stock based compensation, net	Grants under share award plan and stock based compensation, net	(2)	—		(41)		—		—		(41)		—		(41)		Grants under share award plan and stock based compensation, net	(10)	—		683		—		—		683		—		683
Proceeds from underwritten public equity offering		6,100	6		79,979		—		—		79,985		—		79,985
Net income		—	—		—		—		8,605		8,605		52		8,657
September 30, 2020		14,396	$	14	$	780,557	$	(190)	$	(135,017)	$	645,364	$	1,522	$	646,886
Distribution to noncontrolling interest																	Distribution to noncontrolling interest	—	—		—		—		—		—		(80)		(80)
Other comprehensive loss, net of taxes																	Other comprehensive loss, net of taxes	—	—		—		(8)		—		(8)		—		(8)
Net (loss) income																	Net (loss) income	—	—		—		—		(5,819)		(5,819)		76		(5,743)
March 31, 2021																	March 31, 2021	14,564	$	14	$	782,524	$	(213)	$	(146,903)	$	635,422	$	409	$	635,831

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

~~TravelCenters of America Inc.~~

~~Consolidated Statements of Stockholders' Equity (Unaudited)~~

~~(in thousands)~~

Number of
Shares of
Common Stock Common
Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Loss Accumulated
Deficit Total TA
Stockholders'
Equity Noncontrolling
Interest Total
Stockholders'
Equity
December 31, 2020 14,574 $ 14 $ 781,841 $ (205) $ (141,084) $ 640,566 $ 413 $ 640,979
Grants under share award plan and
   stock based compensation, net
5 — 2,537 — — 2,537 — 2,537
Distribution to
   noncontrolling interest — — — — — — (80) (80)
Other changes — — (600) — — (600) — (600)
Other comprehensive loss,
   net of taxes
— — — 11 — 11 — 11
Net income (loss) — — — — 45,737 45,737 (333) 45,404
September 30, 2021 14,579 14 783,778 (194) (95,347) 688,251 — 688,251
December 31, 2019 8,307 $ 8 $ 698,402 $ (172) $ (127,185) $ 571,053 $ 1,483 $ 572,536
Grants under share award plan and
   stock based compensation, net
(11) — 2,176 — — 2,176 — 2,176
Proceeds from underwritten
   public equity offering 6,100 6 79,979 — — 79,985 — 79,985
Distribution to
   noncontrolling interest — — — — — — (65) (65)
Other comprehensive loss,
   net of taxes
— — — (18) — (18) — (18)
Net (loss) income — — — — (7,832) (7,832) 104 (7,728)
September 30, 2020 14,396 14 780,557 (190) (135,017) 645,364 1,522 646,886

~~The accompanying notes are an integral part of these consolidated financial statements.~~

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

1.Business Description and Basis of Presentation

TravelCenters of America Inc. is a Maryland corporation. ~~We operate~~As of March 31, 2022, we operated or ~~franchise 279~~franchised 281 travel centers, standalone truck service facilities and a standalone restaurant. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.

As of ~~September 30, 2021,~~March 31, 2022, our business included ~~275~~276 travel centers in 44 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, operated primarily under the "TravelCenters of America," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of these travel centers, we owned 51, we leased 181, we operated 2 for a joint venture ~~in which we owned a noncontrolling interest~~ and 4142 were owned or leased from others by our franchisees. We operated 232 of our travel centers and franchisees operated 4344 travel centers, including 2 we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, diesel exhaust fluid, full service restaurants, quick service restaurants ~~travel stores~~ and various customer amenities.

As of ~~September 30, 2021,~~March 31, 2022, our business included 34 standalone truck service facilities operated under the "TA Truck Service" brand name. Of these standalone truck service facilities, we leased 23 and owned 1. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks.

As of ~~September 30, 2021,~~March 31, 2022, our business included 1 standalone restaurant that we operated for a joint ~~venture in which we owned a noncontrolling interest.~~venture.

On April 21, 2021, we completed the sale of our Quaker Steak & Lube, or QSL, business for $5,000, excluding costs to sell and certain closing adjustments. See Note 3 of this Quarterly Report on Form 10-Q, or this Quarterly Report, for more information about the sale of our QSL business.

We manage our business as 1 segment. We make specific disclosures concerning fuel and nonfuel products and services because they facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations. On March 2, 2022, we entered an agreement to sell our Canadian travel center for C$26,000 (approximately US$20,000), excluding costs to sell and certain closing adjustments. See Note 3 of this Quarterly Report for more information about the potential sale of this travel center.

On April 1, 2022, we acquired the assets of the previously franchised travel center sites in Lexington, Virginia and Raphine, Virginia for $51,788, inclusive of certain closing costs and other purchase price adjustments. See Note 3 of this Quarterly Report for more information about the acquisition of the franchised businesses.

The accompanying interim consolidated financial statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements. The disclosures presented do not include all the information necessary for complete financial statements in accordance with GAAP. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, or our Annual Report. In the opinion of our management, the accompanying unaudited interim consolidated financial statements include all adjustments, including normal recurring adjustments, considered necessary for a fair presentation. All intercompany transactions and balances have been eliminated. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent expense and certain other costs do not vary seasonally. The ~~COVID-19 pandemic has, and~~current economic conditions ~~occasionally~~have, and may in the ~~past have,~~future, significantly ~~altered~~alter the seasonal aspects of our ~~business, and they may have similar impacts in the future.~~business. For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for a full year.

Certain prior year amounts have been reclassified to be consistent with the current year presentation within our consolidated financial statements.

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Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

Fair Value Measurement

Senior Notes

We collectively refer to our $110,000 of 8.25% Senior Notes due 2028, our $120,000 of 8.00% Senior Notes due 2029 and our $100,000 of 8.00% Senior Notes due 2030 as our Senior Notes, which are our senior unsecured obligations. We estimate that, based on their trading prices (a Level 2 input), the aggregate fair value of our Senior Notes on ~~September 30, 2021,~~March 31, 2022, was ~~$354,756.~~

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~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(dollars and shares in thousands, except per share amounts)~~

$337,592.

Recently Issued Accounting Pronouncement and Other Accounting Matters

~~In December 2019,~~

The following table summarizes recent accounting standard updates, or ASUs, issued by the Financial Accounting Standards Board, ~~issued Accounting Standards Update 2019-12,~~ ~~Income Taxes – Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in~~or FASB, that could have an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. We adopted this standard on January 1, 2021, using the prospective transition method. The implementation of this update did not have a material impact on our consolidated financial statements.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, as a response to the economic uncertainty resulting from the COVID-19 pandemic, which, among other things, included several temporary changes to corporate income tax provisions such as modifications to limitations on deductibility of net operating losses and business interest, provisions relating to the deferral of the employer portion of social security taxes incurred through December 31, 2020, and employee retention tax credit, which is a refundable payroll credit for certain qualified wages and health benefits. As of September 30, 2021, we have deferred $23,340 of employer social security payments, and have included this amount in other current liabilities in our consolidated balance sheets. On December 27, 2020 and March 11, 2021, the CARES Act was modified by the Consolidated Appropriations Act of 2021 and the American Rescue Plan Act of 2021, respectively, extending the employee retention tax credit through December 31, 2021. During the year ended December 31, 2020, we recognized $3,268 relating to the employee retention tax credit, which is included in accounts receivable in our consolidated balance sheets. We continue to evaluate the total amount of employee retention tax credits for which we may be eligible and the $3,268 outstanding receivable as of September 30, 2021 is still our best estimate. We will continue to evaluate the impact of this legislation on our operations and consolidated financial statements in future periods to the extent additional guidance and regulations are issued.

Standard

Description

Effective Date

Effect on the Consolidated Financial Statements

Recently Adopted Standards

ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance

This update aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements.

January 1, 2022

This update did not have a material impact on our consolidated financial statements. We are pursuing government grants in connection with our efforts to develop and market alternative energy and sustainable resources. We could provide disclosures in the future if we receive material government assistance within the scope of this update.

Recently Issued Standards

ASU 2021-01 - Reference Rate Reform (Topic 848) Scope

This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

January 1, 2023

We are currently assessing whether this update will have a material impact on our consolidated financial statements.

ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting

This update provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

January 1, 2023

We are currently assessing whether this update will have a material impact on our consolidated financial statements.

2. Revenues

We recognize revenues based on the consideration specified in the contract with the customer, ~~net of~~excluding any ~~sales incentives~~variable consideration (such as customer loyalty programs and customer rebates) and ~~excluding~~ amounts collected on behalf of third parties (such as sales and excise taxes). The majority of our revenues are generated at the point of sale in our retail locations. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees.

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Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

Disaggregation of Revenues

We disaggregate our revenues based on the type of good or service provided to the customer, or by fuel revenues and nonfuel revenues, in our consolidated statements of operations and comprehensive income (loss). Nonfuel revenues disaggregated by type of good or service for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Nonfuel revenues:	Nonfuel revenues:									Nonfuel revenues:
Store and retail services	Store and retail services	$	197,842	$	179,517	$	564,054	$	489,575	Store and retail services	$	179,540	$	171,772
Truck service	Truck service	200,192		189,630		565,520		504,584		Truck service	188,384		171,131
Restaurant	Restaurant	79,850		77,665		233,657		233,369		Restaurant	74,338		73,869
Diesel exhaust fluid	Diesel exhaust fluid	33,179		27,285		97,556		77,146		Diesel exhaust fluid	44,820		31,142
Total nonfuel revenues	Total nonfuel revenues	$	511,063	$	474,097	$	1,460,787	$	1,304,674	Total nonfuel revenues	$	487,082	$	447,914

Contract Liabilities

Our contract liabilities, which are presented in our consolidated balance sheets in other current and other noncurrent liabilities, primarily include deferred revenues related to our customer loyalty programs, gift cards and other deferred revenues. The following table shows the changes in our contract liabilities between periods.


	Customer Loyalty Programs		Deferred Franchise Fees and Other		Total
December 31, 2021	26,120		6,156		32,276
Increases due to unsatisfied performance obligations arising during the period	30,837		681		31,518
Revenues recognized from satisfied performance obligations during the period	(34,808)		(1,485)		(36,293)
Other	4,807		(429)		4,378
March 31, 2022	$	26,956	$	4,923	$	31,879

As of March 31, 2022, we expect the unsatisfied performance obligations relating to our customer loyalty programs will generally be satisfied within 12 months.

As of March 31, 2022, the deferred initial and renewal franchise fee revenue expected to be recognized in future periods ranges between $508 and $526 for each of the years 2022 through 2026.

3. Acquisition and Disposition Activity

2022 Disposition Activity

On March 2, 2022, we entered an agreement to sell our travel center located in the city of Woodstock, Ontario, Canada, or Woodstock, for C$26,000 (approximately US$20,000), excluding costs to sell and certain closing adjustments. We classified certain Woodstock assets as held for sale as of March 31, 2022, because the circumstances met the applicable criteria for that treatment as set forth in FASB Accounting Standards Codification 360, Property, Plant, and Equipment. We do not believe that this potential sale represents a strategic shift in our business, and we do not consider the Canadian travel center to be material to our operations. We expect this sale to close during the second quarter of 2022; however, it is subject to certain conditions. Accordingly, we cannot be certain that we will complete this sale, that this sale will not be delayed or that the terms will not change.

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Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

~~Contract Liabilities~~In connection with the closure of the travel center in April 2022, we recognized $300 of expense for employee termination benefits for the three months ended March 31, 2022. These expenses were included in site level operating expense in our consolidated statements of operations and comprehensive income (loss). We expect to recognize an additional $75 of exit costs, primarily employee termination benefits, related to these actions in the second quarter of 2022. We expect to pay these employee termination benefits by the end of the second quarter of 2022.

~~Our contract liabilities, which~~

The Woodstock held for sale assets are ~~presented~~included in other current assets on our consolidated balance sheets ~~in other current~~ and other noncurrent liabilities, primarily include deferred revenues related to our customer loyalty programs, gift cards, rebates payable to customers and other deferred revenues. The following table showsare comprised of the ~~changes in our contract liabilities between periods.~~
Customer
Loyalty
Programs Other Total
December 31, 2019 $ 17,993 $ 4,822 $ 22,815
Increases due to unsatisfied performance obligations
arising during the period
115,792 15,791 131,583
Revenues recognized from satisfied performance
obligations during the period
(98,147) (12,879) (111,026)
Other (12,817) (589) (13,406)
December 31, 2020 22,821 7,145 29,966
Increases due to unsatisfied performance obligations
arising during the period
95,943 9,762 105,705
Revenues recognized from satisfied performance
obligations during the period
(89,444) (8,609) (98,053)
Other (2,804) (1,496) (4,300)
September 30, 2021 $ 26,516 $ 6,802 $ 33,318
following:

~~As of September 30, 2021, we expect the unsatisfied performance obligations relating to our customer loyalty programs and other contract liabilities will generally be satisfied within 12 months.~~


	March 31, 2022
Inventory	$	422
Property and equipment, net	1,806
Assets held for sale	$	2,228

3.2021 Disposition Activity

On April 21, 2021, we completed the sale of our QSL business for $5,000, excluding costs to sell and certain closing adjustments. ~~We had classified our QSL business as held for sale as of December 31, 2020.~~ We did not treat the sale of QSL as a discontinued operation, as we concluded that its effect was not material and did not represent a strategic shift in our business. As of the date of sale, our QSL business included 41 standalone restaurants in 11 states in the United States operated primarily under the QSL brand name.

During the ~~first quarter of~~three months ended March 31, 2021, we ~~recorded~~recognized a $650 impairment ~~charges of $650,~~charge relating to our QSL business, primarily resulting from the change in fair value of the underlying assets ~~sold, which were~~sold. This charge was included in depreciation and amortization expense in our consolidated statements of operations and comprehensive income (loss). ~~During~~

2022 Travel Center Acquisitions

On April 1, 2022, we acquired the ~~second quarter~~assets of ~~2021, we recognized~~the previously franchised travel center sites in Lexington, Virginia and Raphine, Virginia for $51,788, inclusive of certain closing costs and other purchase price adjustments, in order to expand our company owned network of travel centers. TA Lexington and Petro Raphine are located along a strategic interstate highway corridor, and have been franchise locations since 2011.~~$606~~ ~~loss on~~Operating results of the ~~sale of~~ ~~QSL, which was~~acquisition will be included in ~~other~~our single travel centers operating ~~expense (income), net,~~ segment within the Consolidated Financial Statements beginning on April 1, 2022. We are in ~~our consolidated statements~~the process of ~~operations~~determining the fair value of certain identifiable assets, and ~~comprehensive income (loss). Impairment charges relating~~the purchase price allocation will be completed with finalization of these valuations in future quarters.

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Notes to ~~our QSL net asset disposal group cumulatively totaled $14,365, which includes a $13,715 impairment charge recognized during the year ended December 31, 2020~~Consolidated Financial Statements (Unaudited)

(dollars and ~~were included~~shares in ~~depreciation and amortization expense in our consolidated statements of operations and comprehensive income (loss).~~thousands, except per share amounts)

4. Stockholders' Equity

The following table presents a reconciliation of net income (loss) attributable to common stockholders to net income (loss) available to common stockholders and the related earnings (loss) per share of common stock for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	22,200	$	8,605	$	45,737	$	(7,832)	Net income (loss) attributable to common stockholders	$	16,304	$	(5,819)
Less: net (income) loss attributable to participating securities		497		175		1,048		(273)
Less: net income (loss) attributable to participating securities										Less: net income (loss) attributable to participating securities	512		(137)
Net income (loss) available to common stockholders	Net income (loss) available to common stockholders	$	21,703	$	8,430	$	44,689	$	(7,559)	Net income (loss) available to common stockholders	$	15,792	$	(5,682)

Weighted average shares of common stock(1)	Weighted average shares of common stock(1)	14,254		13,779		14,239		9,890		Weighted average shares of common stock(1)	14,372		14,227

Basic and diluted net income (loss) per share of common stock attributable to common stockholders	Basic and diluted net income (loss) per share of common stock attributable to common stockholders	$	1.52	$	0.61	$	3.14	$	(0.76)	Basic and diluted net income (loss) per share of common stock attributable to common stockholders	$	1.10	$	(0.40)

(1) Excludes unvested shares of common stock awarded under our share award ~~plans,~~plan, in which shares of common stock are considered participating securities because they participate equally in earnings and losses with all of our other shares of common stock. The weighted average number of unvested shares of common stock outstanding for the three months ended ~~September 30,~~March 31, 2022 and 2021, was 466 and ~~2020, was 327 and 286, respectively. The weighted average number of unvested shares of common stock outstanding for the nine months ended September 30, 2021 and 2020, was 334 and 358,~~344, respectively.

5. ~~Goodwill~~

The Goodwill balance as of September 30, 2021 and December 31, 2020 was $22,213, all of which relates to our travel centers reporting unit. Goodwill is tested for impairment annually as of July 31, or more frequently if circumstances warrant, at the reporting unit level. As of July 31, 2021, we evaluated our travel centers reporting unit for impairment using a qualitative analysis which included evaluating financial trends, industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis.

After evaluating and weighing all relevant events and circumstances, we concluded that it is not more likely than not that the fair value of the travel centers reporting unit was less than its carrying amount.

The impact of the COVID-19 pandemic on our operations was included in our analyses. However, we are unable to predict the duration and severity of the COVID-19 pandemic and as a result, we are unable to determine what the ultimate impact will be on our financial results and financial position. We will continue to closely monitor the impact of the COVID-19 pandemic on the fair value of our travel centers reporting unit.

6. Leasing Transactions

As a Lessee

We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our 5 leases with Service Properties Trust, or SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets.

As of ~~September 30, 2021,~~March 31, 2022, most of our SVC Leases (as defined below), the leases covering our other properties and most of our equipment leases were classified as operating leases and certain of our other equipment leases and one ground lease pursuant to one SVC Lease were classified as finance leases. ~~As of September 30, 2021, our non-SVC finance lease assets and~~

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~~TravelCenters of America Inc.~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(dollars and shares in thousands, except per share amounts)~~

~~liabilities were immaterial to our consolidated financial statements.~~ Finance lease assets were included in other noncurrent assets, with the corresponding current and noncurrent finance lease liabilities included in other current liabilities and other noncurrent liabilities, respectively, onin our consolidated balance sheets.

~~Certain~~Leasing Agreements with SVC

As of ~~our operating~~March 31, 2022, we leased from SVC a total of 179 properties under 5 leases. We refer to these 5 leases ~~provide for variable lease costs, which primarily include percentage rent and our obligation for the estimated cost of removing underground storage tanks under~~collectively as the SVC Leases.

~~Our lease costs are included in various balances in~~ The SVC Leases expire between 2029 and 2035, subject to our ~~consolidated statements~~right to extend those leases. We have 2 renewal options of ~~operations and comprehensive income (loss), as shown in the following table. For the three and nine months ended September 30, 2021 and 2020, our lease costs consisted~~15 years under each of the ~~following:~~
Classification in our Consolidated
Statements of Operations
and Comprehensive Income (Loss) Three Months Ended
September 30,
2021 2020
Operating lease costs: SVC Leases Real estate rent expense $ 58,951 $ 59,500
Operating lease costs: other Real estate rent expense 2,447 4,182
Variable lease costs: SVC Leases Real estate rent expense 2,332 1,372
Variable lease costs: other Real estate rent expense 168 172
Total real estate rent expense 63,898 65,226
Operating lease costs: equipment and other
Site level operating expense and selling,
   general and administrative expense
710 881
Financing lease costs: equipment and other Site level operating expense 53 —
Short-term lease costs
Site level operating expense and selling,
   general and administrative expense
171 390
Amortization of finance lease assets:
   SVC Leases Depreciation and amortization expense 553 —
Amortization of finance lease assets: other Depreciation and amortization expense 553 79
Interest on finance lease liabilities:
   SVC Leases Interest expense, net 305 —
Interest on finance lease liabilities: other Interest expense, net 134 32
Sublease income Nonfuel revenues (502) (542)
Net lease costs $ 65,875 $ 66,066

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~~TravelCenters of America Inc.~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(dollars and shares in thousands, except per share amounts)~~

Classification in our Consolidated
Statements of Operations
and Comprehensive Income (Loss) Nine Months Ended
September 30,
2021 2020
Operating lease costs: SVC Leases Real estate rent expense $ 177,040 $ 178,499
Operating lease costs: other Real estate rent expense 7,529 9,859
Variable lease costs: SVC Leases Real estate rent expense 6,303 3,073
Variable lease costs: other Real estate rent expense 506 462
Total real estate rent expense 191,378 191,893
Operating lease costs: equipment and other
Site level operating expense and selling,
   general and administrative expense
2,332 2,797
Financing lease costs: equipment and other Site level operating expense 152 —
Short-term lease costs
Site level operating expense and selling,
   general and administrative expense
513 1,340
Amortization of finance lease assets:
   SVC Leases Depreciation and amortization expense 1,290 —
Amortization of finance lease assets: other Depreciation and amortization expense 1,212 79
Interest on finance lease liabilities:
   SVC Leases Interest expense, net 716 —
Interest on finance lease liabilities: other Interest expense, net 323 32
Sublease income Nonfuel revenues (1,505) (1,565)
Net lease costs $ 196,411 $ 194,576

~~Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of September 30, 2021, were as follows:~~
SVC Leases(1)
Other Total
Years ended December 31:
2021 $ 67,350 $ 1,134 $ 68,484
2022 268,980 4,133 273,113
2023 255,407 2,601 258,008
2024 251,234 1,463 252,697
2025 251,221 1,334 252,555
Thereafter 1,789,682 3,483 1,793,165
Total operating lease payments 2,883,874 14,148 2,898,022
Less: present value discount(2)
(1,094,815) (2,077) (1,096,892)
Present value of operating lease liabilities $ 1,789,059 $ 12,071 $ 1,801,130

~~(1)~~ ~~Includes rent for properties we sublease from~~ SVC ~~and pay directly to SVC's landlords.~~

~~(2)~~ ~~The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases.~~

The weighted average remaining lease term for our operating leases as of September 30, 2021, was approximately 12 years. Our weighted average discount rate for our operating leases as of September 30, 2021, was approximately 9.1%.

~~During the nine months ended September 30, 2021 and 2020, we paid $208,905 and $208,327, respectively, for amounts that had been included in the measurement of our operating lease liabilities.~~

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~~TravelCenters of America Inc.~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(dollars and shares in thousands, except per share amounts)~~

~~As of September 30, 2021 and December 31, 2020, our operating lease assets and liabilities consisted of the following:~~
September 30,
2021 December 31,
2020
Operating lease assets:
SVC Leases $ 1,669,329 $ 1,724,428
Other 11,573 10,455
Total operating lease assets $ 1,680,902 $ 1,734,883
Current operating lease liabilities:
SVC Leases $ 112,030 $ 106,788
Other 4,016 4,467
Total current operating lease liabilities $ 116,046 $ 111,255
Noncurrent operating lease liabilities:
SVC Leases $ 1,677,029 $ 1,756,449
Other 8,055 6,717
Total noncurrent operating lease liabilities $ 1,685,084 $ 1,763,166
Leases.

On March 9, 2021, we and SVC amended 1 of the SVC Leases to reflect the renewal of a third party ground lease at 1 of the 179 travel center properties that we lease from SVC. This ground lease, which was previously accounted for as an operating lease, is now accounted for as a finance lease. As a result of this ground lease modification, ~~the applicable ground lease has balances, as of September 30, 2021, of $27,095~~we recorded $28,201 in other noncurrent assets, ~~$1,487~~$1,158 in other current liabilities and ~~$26,346~~$27,046 in other noncurrent liabilities on our consolidated balance ~~sheets.~~

Maturities of the financing lease liabilities related to the amended ground lease noted above that had remaining noncancelable lease terms in excess of one year as of September 30, 2021, were as follows:

Finance Ground Lease
Years ended December 31:
2021 $ 644
2022 2,591
2023 2,656
2024 2,722
2025 2,790
Thereafter 24,986
Total financing lease payments 36,389
Less: present value discount(1)
(8,556)
Present value of financing lease liabilities $ 27,833

~~(1)~~ ~~The discount rate used to derive the present value of unpaid lease payments is based on the rate implicit~~sheets in the ~~SVC Lease.~~

first quarter of 2021.

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Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

~~Leasing Agreements with SVC.~~ As of September 30, 2021, we leased from SVC a total of 179 properties under 5 leases that expire between 2029 and 2035, subject to our right to extend those leases. We refer to these 5 leases collectively as the SVC Leases.

We recognized total real estate rent expense under the SVC Leases of ~~$61,283~~$63,907 and ~~$60,872~~$61,003 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $183,343 and $181,572 for the nine months ended September 30, 2021 and 2020,~~ respectively. Included in these rent expense amounts are percentage rent payable of ~~$1,850~~$2,499 and ~~$893 for the three months ended September 30, 2021 and 2020, respectively, and $4,827 and $1,742 for the nine months ended September 30, 2021 and 2020,~~$1,386 respectively, which are based on a percentage of the increases in total nonfuel revenues at each leased property over base year levels, deferred rent of $4,404 ~~and $13,211~~ for each of the three months ended March 31, 2022 and ~~nine month periods, respectively,~~2021, and adjustments to record minimum annual rent on a straight line basis over the terms of the leases and estimated future payments by us for the cost of removing underground storage tanks on a straight line ~~basis.~~basis of $444 and $480 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the estimated future payments related to these underground storage tanks were $25,943 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was ~~$26,422~~$17,615 as of ~~September 30, 2021.~~March 31, 2022 and is scheduled to be fully paid by January 31, 2023.

As of March 31, 2022, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243,914. Pursuant to the SVC Leases, we may request that SVC purchase qualifying capital improvements we make at the leased travel centers in return for increased annual minimum rent. We did not sell to SVC any improvements we made to properties leased from SVC for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of ~~$502~~$423 and ~~$542~~$487 for the three months ended ~~September 30,~~March 31, 2022 and 2021, respectively.

Lease Costs

Our lease costs are included in various balances in our consolidated statements of operations and ~~2020, respectively, and $1,505 and $1,565 for~~comprehensive income (loss), as shown in the ~~nine~~following table. For the three months ended ~~September 30,~~March 31, 2022 and 2021, our lease costs consisted of the following:


	Classification in our Consolidated Statements of Operations and Comprehensive Income (Loss)	Three Months Ended March 31,
		2022		2021
Operating lease costs: SVC Leases	Real estate rent expense	$	60,964	$	59,137
Operating lease costs: other	Real estate rent expense	552		2,684
Variable lease costs: SVC Leases	Real estate rent expense	2,943		1,866
Variable lease costs: other	Real estate rent expense	187		182
Total real estate rent expense		64,646		63,869
Operating lease costs: equipment and other	Site level operating expense and selling, general and administrative expense	942		846
Financing lease costs: equipment and other	Site level operating expense	155		22
Short-term lease costs	Site level operating expense and selling, general and administrative expense	105		167
Amortization of finance lease assets: SVC Leases	Depreciation and amortization expense	553		184
Amortization of finance lease assets: other	Depreciation and amortization expense	757		250
Interest on finance lease liabilities: SVC Leases	Interest expense, net	298		103
Interest on finance lease liabilities: other	Interest expense, net	164		82
Sublease income	Nonfuel revenues	(423)		(487)
Net lease costs		$	67,197	$	65,036

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Notes to Consolidated Financial Statements (Unaudited)

(dollars and ~~2020, respectively.~~shares in thousands, except per share amounts)

Lease Assets and Liabilities

As of March 31, 2022 and December 31, 2021, our operating lease assets and liabilities consisted of the following:


	March 31, 2022		December 31, 2021
Operating lease assets:
SVC Leases	$	1,627,915	$	1,649,142
Other	18,229		10,384
Total operating lease assets	$	1,646,144	$	1,659,526

Current operating lease liabilities:
SVC Leases	$	116,740	$	114,372
Other	4,163		3,633
Total current operating lease liabilities	$	120,903	$	118,005

Noncurrent operating lease liabilities:
SVC Leases	$	1,618,200	$	1,648,112
Other	14,553		7,247
Total noncurrent operating lease liabilities	$	1,632,753	$	1,655,359

As of March 31, 2022 and December 31, 2021, our finance lease assets and liabilities consisted of the following:


	March 31, 2022		December 31, 2021
Finance lease assets:
SVC Leases	$	25,989	$	26,542
Other	15,905		15,781
Total finance lease assets	$	41,894	$	42,323

Current finance lease liabilities:
SVC Leases	$	1,547	$	1,517
Other	2,956		2,814
Total current finance lease liabilities	$	4,503	$	4,331

Noncurrent finance lease liabilities:
SVC Leases	$	25,598	$	25,974
Other	13,369		13,240
Total noncurrent finance lease liabilities	$	38,967	$	39,214

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

Lease Maturities and Other Information

Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of March 31, 2022, were as follows:


	SVC Leases		Other		Total
Years ended December 31:
2022	$	201,761	$	3,623	$	205,384
2023	255,469		3,735		259,204
2024	251,295		2,650		253,945
2025	251,283		2,560		253,843
2026	251,278		2,262		253,540
Thereafter	1,538,649		6,434		1,545,083
Total operating lease payments	2,749,735		21,264		2,770,999
Less: present value discount(1)	(1,014,795)		(2,548)		(1,017,343)
Present value of operating lease liabilities	$	1,734,940	$	18,716	$	1,753,656

(1) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases.

The weighted average remaining lease term for our operating leases as of March 31, 2022, was approximately 11 years. Our weighted average discount rate for our operating leases as of March 31, 2022, was approximately 9.1%.

During the three months ended March 31, 2022 and 2021, we paid $70,371 and $70,161, respectively, for amounts that had been included in the measurement of our operating lease liabilities.

Maturities of our finance lease liabilities that had remaining noncancelable lease terms in excess of one year as of March 31, 2022, were as follows:


	SVC Lease		Other		Total
Years ended December 31:
2022	$	1,947	$	2,643	$	4,590
2023	2,656		3,513		6,169
2024	2,722		3,071		5,793
2025	2,790		2,760		5,550
2026	2,860		2,760		5,620
Thereafter	22,126		3,548		25,674
Total finance lease payments	35,101		18,295		53,396
Less: present value discount(1)	(7,956)		(1,970)		(9,926)
Present value of finance lease liabilities	$	27,145	$	16,325	$	43,470

(1) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate.

The weighted average remaining lease term for our finance leases as of March 31, 2022, was approximately 10 years. Our weighted average discount rate for our finance leases as of March 31, 2022, was approximately 4.3%.

During the three months ended March 31, 2022 and 2021, we paid $1,035 and $396, respectively, for amounts that had been included in the measurement of our finance lease liabilities.

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

As a Lessor

We leased 2 travel centers to franchisees as of ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. Rent revenues from these operating leases totaled $595 and $584 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $1,763 and $1,728 for the nine months ended September 30, 2021 and 2020,~~ respectively. Future minimum lease payments due to us for the 2 leased sites under these operating leases as of ~~September 30, 2021,~~March 31, 2022, were $595 for the remainder of ~~2021 and $1,190 for~~ 2022. See above for information regarding certain travel centers that we lease from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations. We also lease portions of owned properties to third parties to operate other retail operations.

7.6. Business Management Agreement with RMR

The RMR Group LLC, or RMR, provides us certain services that we require to operate our business, and which relate to various aspects of our business. RMR provides these services pursuant to a business management agreement. Pursuant to the business management agreement, we incurred aggregate fees and certain cost reimbursements payable to RMR o~~f $3,822~~of $3,639 and ~~$3,369~~$2,935 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and~~ ~~$10,418~~ ~~and $9,513 for the nine months ended September 30, 2021 and 2020,~~ respectively, which included reimbursements for our share of RMR's costs for providing internal audit services. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss). For more information about our relationship with RMR, see Note 87 of this Quarterly Report and our Annual Report.

8.7. Related Party Transactions

We have relationships and historical and continuing transactions with SVC, RMR and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have directors, trustees or officers who are also our Directors or officers. RMR is a majority owned subsidiary of The RMR Group Inc. The Chair of our Board of Directors and 1 of our Managing Directors, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of The RMR Group Inc. ~~Mr. Portnoy is also~~, the chair of the board of directors, a managing director, ~~and~~ the president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR. Jonathan M. Pertchik, our other Managing Director and Chief Executive Officer, also serves as an officer and employee of RMR. Certain of our other officers and SVC's officers also serve as officers and employees of RMR. Some of our Independent Directors also

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~~TravelCenters of America Inc.~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(dollars and shares in thousands, except per share amounts)~~

serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the ~~boards of trustees or boards of directors~~board and as a managing director or managing trustee of these public companies, including SVC. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.

As of ~~September 30, 2021,~~March 31, 2022, Mr. Portnoy beneficially owned 659 shares of our common stock (including indirectly through RMR), representing approximately ~~4.5%~~4.4% of our outstanding shares of common stock.

Relationship with SVC

We are SVC's largest tenant and SVC is our principal landlord and second largest stockholder. As of ~~September 30, 2021,~~March 31, 2022, SVC owned 1,185 shares of our common stock, representing approximately ~~8.1%~~8.0% of our outstanding shares of common stock. As of ~~September 30, 2021,~~March 31, 2022, we leased from SVC a total of 179 travel center properties under the SVC Leases. See Note 65 of this Quarterly Report for more information about our lease agreements with SVC.

Our Manager, RMR

RMR provides certain services we require to operate our business. We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally. See Note 76 of this Quarterly Report for more information about our business management agreement with RMR.

~~Retirement and Separation Arrangements~~

In December 2019, we and RMR entered into a retirement agreement with Andrew J. Rebholz. Pursuant to his retirement agreement, Mr. Rebholz continued to serve, through June 30, 2020, as a non-executive employee in order to assist in transitioning his duties and responsibilities to his successor. Under Mr. Rebholz's retirement agreement, consistent with past practice, we paid Mr. Rebholz his current annual base salary of $300 until June 30, 2020, a cash bonus in the amount of $1,000 in December 2019 and an additional cash payment in the amount of $1,000 in June 2020, and we fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Rebholz.

In February 2020, we and RMR entered into a separation agreement with our former Executive Vice President, Chief Financial Officer and Treasurer, William E. Myers. Pursuant to his separation agreement, in 2020, we paid Mr. Myers $300 and fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Myers.

~~Sale of Property~~

In May 2021, we sold a property located in Mesquite, Texas to Industrial Logistics Properties Trust, or ILPT, for a sales price of $2,200, excluding selling costs of $15. RMR provides management services to ILPT and Mr. Portnoy serves as the chair of the board of trustees and as a managing trustee of ILPT. The gain on sale of assets of $1,504 was included in other operating expense (income), net for the nine months ended September 30, 2021.

For more information about these and other such relationships and certain other related person transactions, see our Annual Report.

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

8. Contingencies

Environmental Contingencies

Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. Investigation and remediation of both surface spills and subsurface releases is handled by contracted third party consultants and managed by TA's Environmental Department. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the SVC Leases, we generally have agreed to indemnify SVC for any environmental liabilities related to properties that we lease from SVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. We have entered into certain other arrangements in which we have agreed to indemnify third parties for environmental liabilities and expenses resulting from our operations.

From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we have received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement and for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.

As of ~~September 30, 2021,~~March 31, 2022, we had an accrued ~~a current~~ liability of ~~$2,355~~ ~~and a noncurrent liability of $1,268~~$3,090 for environmental matters as well as a receivable ~~which is recorded in noncurrent assets in our consolidated balance sheets,~~ for expected recoveries of certain of these estimated future expenditures of ~~$972,~~$749, resulting in an estimated net amount of ~~$2,651~~$2,341 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations.

We currently have ~~primary~~ insurance of up to $20,000 per incident and up to $20,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles. Our current insurance policy expires in June 2024 and we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

We cannot predict the ultimate effect of changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that a material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.

Legal Proceedings

We are routinely involved in various legal and administrative proceedings incidental to the ordinary course of business, including commercial disputes, employment related claims, wage and hour claims, premises liability claims and tax audits among others. We do not expect that any litigation or administrative proceedings in which we are presently involved, or of which we are aware, will have a material adverse effect on our business, financial condition, results of operations or cash flows.

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except per share amounts)

~~10.~~9. Inventory

Inventory as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021 consisted of the following:


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Nonfuel products	Nonfuel products	$	131,327	$	143,440	Nonfuel products	$	162,770	$	146,313
Fuel products	Fuel products	38,216		29,390		Fuel products	58,640		45,530
Total inventory	Total inventory	$	169,543	$	172,830	Total inventory	$	221,410	$	191,843

~~11. Equity Investments~~

On April 30, 2021, we reduced our ownership in Epona, LLC, owner of QuikQ LLC, an independent full-service fuel payment solutions provider, from 50% to less than 50%, for which a pre-tax loss of $1,826 was included in other expense (income), net in our consolidated statements of operations and comprehensive income (loss) during the nine months ended September 30, 2021. This investment will continue to be accounted for under the equity method.

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~~TravelCenters of America Inc.~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(dollars and shares in thousands, except per share amounts)~~

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, or this Quarterly Report, and with our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, or our Annual Report. Unless indicated otherwise, amounts are in thousands of dollars, ~~gallons and~~ shares of common stock or gallons, as applicable, ~~other than percentage amounts.~~unless indicated otherwise.

Company Overview

TravelCenters of America Inc. is a Maryland corporation, As of ~~September 30, 2021,~~March 31, 2022, we operated or franchised ~~275~~276 travel centers, ~~three~~four standalone truck service facilities and one standalone restaurant. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.

We manage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because they facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations. On March 2, 2022, we entered an agreement to sell our Canadian travel center for C$26,000 (approximately US$20,000), excluding costs to sell and certain closing adjustments. See Note 3 to the Consolidated Financial Statements included in Item 1. of this Quarterly Report for more information about the potential sale of this travel center.

WeEconomic Conditions

The United States economy experienced high inflation during the first quarter of 2022 and there are market expectations that inflation may remain at elevated levels for a sustained period. In addition, global supply chain challenges that were experienced during the second half of 2021 have continued in 2022. Also, labor availability has continued to be constrained and market labor costs have continued to increase. These factors may give rise to an economic slowdown, including as the U.S. Federal Reserve Board increases interest rates, which it has announced an intention to do. These conditions have increased our ~~suppliers~~costs. However, these conditions and ~~customers are experiencing negative impacts from~~other factors, as further noted below, have increased the price of and created a volatile market for oil, diesel fuel and gasoline, which has increased our fuel revenues and also increased fuel margins during the first quarter of 2022. It is unclear whether the current ~~reduced market labor availability,~~economic conditions and government responses to these conditions, including ~~truck driver shortage, increased labor costs and related market pressures which~~increasing interest rates, will result in an economic slowdown or recession in the United States. If that occurs, demand for the transporting of products across the United States by trucks may ~~continue to present us with challenges and could negatively impact~~decline, possibly significantly. If that occurs, our business, results of operations and ~~operations if these conditions continue.~~financial position may be adversely impacted.

COVID-19 Pandemic

~~In March 2020, the World Health Organization, or WHO, declared the outbreak of~~

The COVID-19 a pandemic and ~~in response to~~ the ~~outbreak, the U.S. Health~~various governmental and ~~Human Services Secretary and many states and municipalities declared public health emergencies. Various governmental~~market responses ~~attempting~~intended to contain and mitigate the spread of the virus and its detrimental public health impact have ~~negatively impacted, and continue to negatively~~had a significant impact on the global economy, including the U.S. economy.

~~We believe~~ Many of the restrictions that ~~our travel centers and the truck drivers that we serve are critical to sustaining a resilient supply chain to support essential services and daily consumption across~~had been imposed in the United ~~States. Our~~States during the pandemic have since been lifted and commercial activity in the United States generally has increasingly returned to pre-pandemic practices and operations. We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. To date, the COVID-19 pandemic has not had a significant adverse impact on our business ~~has benefited~~as our business benefitted from an increased demand for e-commerce and from being recognized by various governmental authorities as a provider of services essential to businesses, which allowed us to continue operating our travel centers through the COVID-19 pandemic. ~~Further, we also benefited from increased initial demand by businesses and households to stock up on certain products in response to~~However, the ~~pandemic, which resulted in increased trucking activity to transport those goods across the United States. However, if there is another economic downturn as a result of the continued~~ultimate impact of the COVID-19 pandemic ~~demand for~~remains uncertain. For more information and risks relating to the ~~transporting of products across the United States by trucks may decline, possibly significantly. If that occurs,~~COVID-19 pandemic on us and our business, ~~results of operations and financial position may become increasingly negatively impacted.~~

~~We have taken various actions in response to the pandemic to address its operating and financial impact and to protect the health and safety~~see Part I, Item 1A, “Risk Factors”, of our customers, employees and other persons who visit our travel centers and restaurants. In addition, we are continuing to closely monitor the impact of the pandemic on all aspects of our business. See our Annual ~~Report for further information regarding these actions and monitoring activities.~~Report.

The U.S. economy has been growing as COVID-19 pandemic conditions have significantly improved in the United States from their low points. Commercial activities in the United States have been returning to pre-pandemic practices and operations and as a result of recent and expected future government spending on pandemic relief, infrastructure and other matters. This recent economic growth may have had some impact on our third quarter of 2021 as diesel fuel sales volume increased 5.8% and total nonfuel revenues increased 7.8%, as compared to the prior year quarter. However, there remains uncertainty as to the ultimate duration and severity of the pandemic on commercial activities, supply chain issues and labor availability, including risks that may arise from variants (such as the Delta variant), mutations or related strains of the virus, the ability to successfully administer vaccinations to a sufficient number of persons or attain immunity to the virus by natural or other means to achieve herd immunity and the impact on the U.S. economy that may result from the inability of other countries to administer vaccinations to their citizens or their citizens’ ability to otherwise achieve immunity to the virus. We face potential risks as a result of proposed regulations announced by the Biden administration in September 2021 concerning mandatory COVID-19 vaccinations or required testing for certain employers with over 100 employees as well as proposed regulations to be announced by other government agencies. Implementation could have an adverse effect on our operations given the uncertainty around how the mandate would be administered, how compliance would be documented, and the degree of employee attrition that may result.

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As a result of these uncertainties, we are unable to determine what the ultimate impact will be on our and our customers', vendors' and other stakeholders' businesses, operations, financial results and financial position. For further information on the impact the pandemic has had on our business and risks relating to the pandemic and its aftermath on us and our business, see Item 1A. "Risk Factors" in our Annual Report.

Executive Summary of Financial Results

During the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we generated income before income taxes of ~~$29,047~~$21,153 and ~~$10,089,~~a loss of $6,593, respectively. The ~~$18,958 increase~~$27,746 change in income before income taxes was primarily due to ~~the following factors:~~

•site level gross margin in excess of site level operating expense ~~increased $19,634,~~increasing by $30,233, which primarily resulted from incremental margin due to increases in ~~nonfuel and~~ fuel revenues ~~when comparing~~driven by favorable market conditions and nonfuel revenues primarily due to higher value work orders in Truck Services and the ~~three months ended September 30, 2021 and 2020,~~re-opening of more full service restaurants, partially offset by ~~increased~~higher labor costs ~~in truck services~~driven by wage increases and ~~field employees who returned to work for restaurant re-openings during 2021~~compensation programs and ~~other~~higher operating ~~expenses for the three months ended September 30, 2021;~~costs.

The above factor was partially offset by selling, general and

•~~depreciation and amortization~~ administrative expense ~~decreased $8,023,~~increasing by $5,379, which primarily resulted from ~~a $6,610 property~~higher wages and ~~equipment impairment charge recognized with respect~~incentive compensation programs and software maintenance agreements and license fees related to ~~our QSL business~~technology infrastructure improvements during the three months ended ~~September 30, 2020, and a $2,372 write off of certain assets related to truck service programs that were canceled during the three months ended September 30, 2020.~~

The above factors were partially offset by an increase in selling, general and administrative expense of $6,596, which primarily resulted from increases related to the impact of filling open positions, expenses related to consultant fees to assist with identifying and implementing cost reduction and other opportunities, and costs related to increased deployments of cloud-based technology solutions during the three months ended September 30, 2021 and a $4,468 increase in interest expense, net, which primarily resulted from the Term Loan Facility (as defined below) that we entered into in December 2020.

During the nine months ended September 30, 2021 and 2020, we generated income and loss before income taxes of $59,180 and $11,950, respectively. The $71,130 change from a loss to income before income taxes was primarily due to the following factors:

•site level gross margin in excess of site level operating expense increased $70,476, which primarily resulted from the incremental margin due to increases in nonfuel and fuel revenues when comparing the nine months ended September 30, 2021 and 2020, partially offset by increased labor costs in truck services and field employees who returned to work for restaurant re-openings during 2021 and other operating expenses for the nine months ended September 30, 2021; and

•depreciation and amortization expense decreased $16,869, which primarily resulted from $8,072 of write offs of certain assets related to truck service programs that were canceled during the nine months ended September 30, 2020, a $6,610 property and equipment impairment charge recognized with respect to our QSL business during the nine months ended September 30, 2020, a $3,046 goodwill impairment charge recognized during the nine months ended September 30, 2020 with respect to our QSL business and a $834 write off of intangible assets associated with three franchised standalone restaurants that closed during the nine months ended September 30, 2020,March 31, 2022, partially offset by a ~~$650 impairment charge related to the QSL sale during the nine months ended September 30, 2021.~~

~~The above factors were partially offset by an increase in selling, general and administrative expense of $3,912, which primarily resulted from the impact of filling open positions, increases~~decrease in consultant fees to assist with identifying and implementing cost reduction and other opportunities ~~and costs related to increased deployments of cloud-based technology solutions, partially offset by expenses related~~as compared to the ~~Reorganization Plan and executive officer retirement and separation agreements recognized in the nine~~three months ended ~~September 30, 2020 and a $12,902 increase in interest expense, net, which primarily resulted from the Term Loan Facility (as defined below) that we entered into in December 2020.~~

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March 31, 2021.

Effects of Fuel Prices and Supply and Demand Factors

Our fuel revenues and ~~income~~fuel gross margin are subject to fluctuations, sometimes material, as a result of market prices and the availability of, and demand for, diesel fuel and gasoline. These factors are subject to the worldwide petroleum products supply chain, which historically has experienced price and supply volatility as a result of, among other things, severe weather, terrorism, political crises, military actions and variations in demand that are often the result of changes in the macroeconomic environment. Also, concerted efforts by major oil producing countries and cartels to influence oil supply, as well as other actions by governments regarding trade policies, may impact fuel prices. Further, there have been reports of reduced investment in oil exploration and production as a result of concerns about decreased demand for oil in response to market and governmental factors, including increased demand for alternative energy sources in response to global climate change. These and other factors, particularly the ongoing Russia-Ukraine war and various country's economic actions in response to that war, are believed to have contributed to recent increases in the cost of oil and other fossil energy sources.

Although there are several components that comprise and impact our fuel costs of goods sold, including the cost of fuel, freight and mix, the cost of fuel is the primary ~~driver.~~factor. Over the past several years there have been significant changes in the cost of fuel. During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, fuel prices trended upward, increasing ~~14.0% and 63.6%, respectively,~~58.0% as compared to the beginning of the period. During the three months ended September 30, 2020, fuel prices trended downward, ending at a 4.1% lower price than at the beginning of the period. The decrease in fuel prices for the three months ended September 30, 2020, primarily resulted from a 5.7% decrease in September 2020 as a result of the decreased demand and reduced production. During the nine months ended September 30, 2020, fuel prices trended downward, ending at a 45.1% lower price than at the beginning of the period. The decrease in fuel prices for the nine months ended September 30, 2020, primarily resulted from decreased demand during the 2021 period due to the pandemic. The average fuel price during the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, was ~~70.8% and 50.7%~~84.1% higher than the average fuel price during the three ~~and nine~~ months ended ~~September 30, 2020, respectively. We~~March 31, 2021. These increases in fuel prices during the first quarter 2022 and year over year were primarily due to the recent uncertainty in fuel supply markets, impacted, at least in part, by the war between Russia and Ukraine and the various economic sanctions and other punitive measures the United States and many other companies have taken against Russia in response, including with respect to Russian oil exports. This uncertainty also contributed to higher-than-normal fuel price volatility in the United States in the first quarter of 2022; however, favorable market conditions for certain purchasing arrangements and the significant index correlation of our fuel purchasing and sales contracts mitigated the potential downside risk of this volatility on our per gallon fuel margin this quarter. In the aggregate, we generally are able to pass changes in our cost for fuel products to our customers, but typically with ~~a delay,~~timing differences associated with on-hand inventory, such that during periods of rising fuel commodity prices, fuel gross margin per gallon tends to be higher than it otherwise may have been and during periods of falling fuel commodity prices, fuel gross margin per gallon tends to be lower than it otherwise may have been. For example, steadily rising fuel prices typically improve short-term fuel margins due to the sell-through of lower cost inventory at current market prices. Increases in the prices we pay for fuel can ~~have negative effects on our sales and profitability and~~ increase our working capital ~~requirements.~~requirements, however.

Due to the volatility of our fuel costs and our methods of pricing fuel to our customers, we believe that fuel revenues are not a reliable metric for analyzing our results of operations from period to period. As a result solely of changes in fuel prices, our fuel revenues may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volume or in fuel gross margin, as evidenced by the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022. We therefore consider fuel sales volume and fuel gross margin to be better measures of our performance.

We believe that demand for fuel by trucking companies and motorists for a constant level of miles driven will remain relatively unchanged in the near-term but could continue to decline over time because of technological innovations that improve fuel efficiency of motor vehicle engines, other fuel conservation practices and alternative fuels and technologies. Although we believe these factors, combined with competitive pressures, impact the level of fuel sales volume we realize, fuel sales volume increased during the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, as compared to the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021. These increases primarily resulted from improved market conditions within the freight industry, traffic increases associated with the ongoing pandemic recovery and the success of our marketing ~~initiatives.~~

~~Factors Affecting Comparability~~

~~COVID-19 Pandemic~~

~~See~~initiatives to increase our ~~discussion regarding the COVID-19 pandemic and its impact on us and our business above.~~market share.

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~~Growth~~In addition, higher fuel prices may result in less disposable income for our customers to purchase our nonfuel products and ~~Cost Control~~services.While nonfuel revenues and nonfuel margins increased 8.7% and 7.1%, respectively, during the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, higher fuel prices in March of 2022 may have tempered certain nonfuel transaction volumes to some degree near the end of the quarter.

Other Factors Affecting Comparability

Growth Strategies

~~During the 2020 second quarter, we commenced a~~Our strategic transformation and turnaround plan, or our Transformation Plan ~~consisting~~consists of numerous initiatives across our organization for the purpose of expanding our travel center network, improving and enhancing operational ~~efficiencies~~profitability and ~~profitability,~~efficiency, and strengthening our financial position all in support of our core mission to return every traveler to the road better than they came. Among these initiatives was a corporate restructuring that resulted in immediate selling, general and administrative expense savings and the hiring of many new members of management. We also created a centralized procurement group to drive economies of scale in pricing and increased leverage in vendor negotiations, which is leading to substantial purchasing savings and a streamlined operation. Other key initiatives are focused in areas of liquidity, expanding our franchise base, increasing diesel fuel and gasoline gross margin and fuel sales volume, increasing market share in the truck service business, improving merchandising and increasing gross margin in store and retail services, improving operating effectiveness in our food service offerings and improving information technology systems, while focusing on opportunities to control and rationalize costs.

Since the beginning of ~~2019,~~2020, we have entered into franchise agreements for 5249 travel centers to be operated under our travel center brand ~~names; four~~names, including two new agreements in 2022. Five of these franchised travel centers began operations during ~~2019, 10~~2020, two began operations during ~~2020~~2021, and ~~four began operations during the nine months ended September 30, 2021. We~~we expect the remaining 3442 to open by the ~~third~~second quarter of ~~2023.~~2024.

~~As a result of nationwide labor and supply chain challenges, our~~Our capital expenditures plan ~~has been impacted and it is currently expected to be~~for 2022 contemplates aggregate investments in the range of ~~$80,000~~$175,000 to ~~$100,000 in 2021. We do not believe that this delay will have a material impact on the underlying operating business. The 2021 capital expenditures include~~$200,000 and includes projects to enhance the guest experience through significant upgrades at our travel centers the expansion of restaurants and food offerings and improvements to ~~improve~~ our technology systems infrastructure. Approximately ~~half~~75% of our capital expenditures in ~~2021~~2022 are focused on growth initiatives that we expect ~~will~~to meet or exceed our 15% to 20% cash on cash return hurdle.

Our growth strategy also includes our desire to acquire existing travel centers to expand our network of travel centers. In April 2022, we completed the acquisitions of two previously franchised travel centers and one stand-alone truck service facility.

Importantly, we are committed to embracing environmentally friendly sources of energy through our eTA division, which seeks to deliver sustainable and alternative energy to the marketplace ~~and focus on~~by working with the public sector, private companies and customers and guests to facilitate ~~a possible industry transformation. This business division extends our commitment to providing the widest range of commercially prudent and practicable nonfuel offerings across our sites.~~this initiative. Recent accomplishments include continued expansion of our biodiesel and renewable diesel blending capabilities, increasing the availability of diesel exhaust fluid, or DEF, at ~~the pump~~all diesel pumps nationwide and placement of electric vehicle charging stations. We are also exploring offering ultra high power truck charging and hydrogen fuel dispensing in parallel with traditional fossil fuels to provide energy alternatives as the transportation sector transitions to a lighter carbon footprint. We believe our large, well-located sites ~~and our focus as a pure supplier~~ may provide us with the opportunity to make both fossil and, eventually, non-fossil fuels available ~~and to potentially balance or adjust~~throughout our ~~product and service offerings as we may determine and subject to availability.~~nationwide network of sites.

Seasonality

Our sales volumes are generally lower in the first and fourth quarters than the second and third quarters of each year. In the first quarter, the movement of freight by professional truck drivers as well as motorist travel are usually at their lowest levels of the calendar year. In the fourth quarter, freight movement is typically lower due to the holiday season. While our revenues are modestly seasonal, quarterly variations in our operating results may reflect greater seasonal differences as our rent expense and certain other costs do not vary seasonally. The COVID-19 pandemic ~~has,~~ and economic conditions ~~occasionally in the past~~ have significantly altered the seasonal aspects of our business, and they may have similar impacts in the future.

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Results of Operations

All of our company operated locations are same site locations with the exception of one standalone truck service facility. As a result, same site operating results are not separately presented as part of this discussion and analysis as they would not provide materially different information from our consolidated results.

Consolidated Financial Results

The following table presents changes in our operating results for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, as compared to the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.


		Three Months Ended September 30,									Three Months Ended March 31,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
Revenues:	Revenues:									Revenues:
Fuel	Fuel	$	1,424,997	$	791,880	$	633,117	80.0	%	Fuel	$	1,806,114	$	1,077,258	$	728,856	67.7	%
Nonfuel	Nonfuel	511,063		474,097		36,966		7.8	%	Nonfuel	487,082		447,914		39,168		8.7	%
Rent and royalties from franchisees	Rent and royalties from franchisees	3,886		3,947		(61)		(1.5)	%	Rent and royalties from franchisees	3,877		3,924		(47)		(1.2)	%
Total revenues	Total revenues	1,939,946		1,269,924		670,022		52.8	%	Total revenues	2,297,073		1,529,096		767,977		50.2	%

Gross margin:	Gross margin:									Gross margin:
Fuel	Fuel	106,010		80,123		25,887		32.3	%	Fuel	112,919		77,430		35,489		45.8	%
Nonfuel	Nonfuel	304,798		285,983		18,815		6.6	%	Nonfuel	295,297		275,692		19,605		7.1	%
Rent and royalties from franchisees	Rent and royalties from franchisees	3,886		3,947		(61)		(1.5)	%	Rent and royalties from franchisees	3,877		3,924		(47)		(1.2)	%
Total gross margin	Total gross margin	414,694		370,053		44,641		12.1	%	Total gross margin	412,093		357,046		55,047		15.4	%

Site level operating expense	Site level operating expense	246,871		221,864		25,007		11.3	%	Site level operating expense	252,044		227,230		24,814		10.9	%
Selling, general and administrative expense	Selling, general and administrative expense	39,563		32,967		6,596		20.0	%	Selling, general and administrative expense	41,309		35,930		5,379		15.0	%
Real estate rent expense	Real estate rent expense	63,898		65,226		(1,328)		(2.0)	%	Real estate rent expense	64,646		63,869		777		1.2	%
Depreciation and amortization expense	Depreciation and amortization expense	24,276		32,299		(8,023)		(24.8)	%	Depreciation and amortization expense	24,231		23,829		402		1.7	%
Other operating expense, net		230		—		230		—	%
Other operating income, net										Other operating income, net	(2,182)		—		(2,182)		—	%

Income from operations	Income from operations	39,856		17,697		22,159		125.2	%	Income from operations	32,045		6,188		25,857		417.9	%

Interest expense, net	Interest expense, net	11,843		7,375		4,468		60.6	%	Interest expense, net	11,530		11,384		146		1.3	%
Other (income) expense, net	Other (income) expense, net	(1,034)		233		(1,267)		(543.8)	%	Other (income) expense, net	(638)		1,397		(2,035)		(145.7)	%
Income before income taxes		29,047		10,089		18,958		187.9	%
Provision for income taxes		(6,847)		(1,432)		(5,415)		(378.1)	%
Net income		22,200		8,657		13,543		156.4	%
Income (loss) before income taxes										Income (loss) before income taxes	21,153		(6,593)		27,746		420.8	%
(Provision) benefit for income taxes										(Provision) benefit for income taxes	(4,849)		850		(5,699)		(670.5)	%
Net income (loss)										Net income (loss)	16,304		(5,743)		22,047		383.9	%
Less: net income for noncontrolling interest	Less: net income for noncontrolling interest	—		52		(52)		(100.0)	%	Less: net income for noncontrolling interest	—		76		(76)		(100.0)	%
Net income attributable to common stockholders		$	22,200	$	8,605	$	13,595	158.0	%
Net income (loss) attributable to common stockholders										Net income (loss) attributable to common stockholders	$	16,304	$	(5,819)	$	22,123	380.2	%

2019

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Nine Months Ended
September 30,
2021 2020 $ Change % Change
Revenues:
Fuel $ 3,830,886 $ 2,244,219 $ 1,586,667 70.7 %
Nonfuel 1,460,787 1,304,674 156,113 12.0 %
Rent and royalties from franchisees 11,649 10,482 1,167 11.1 %
Total revenues 5,303,322 3,559,375 1,743,947 49.0 %
Gross margin:
Fuel 283,732 253,978 29,754 11.7 %
Nonfuel 883,592 791,890 91,702 11.6 %
Rent and royalties from franchisees 11,649 10,482 1,167 11.1 %
Total gross margin 1,178,973 1,056,350 122,623 11.6 %
Site level operating expense 708,097 655,950 52,147 7.9 %
Selling, general and administrative expense 112,083 108,171 3,912 3.6 %
Real estate rent expense 191,378 191,893 (515) (0.3) %
Depreciation and amortization expense 72,244 89,113 (16,869) (18.9) %
Other operating income, net (642) — (642) — %
Income from operations 95,813 11,223 84,590 753.7 %
Interest expense, net 34,966 22,064 12,902 58.5 %
Other expense, net 1,667 1,109 558 50.3 %
Income (loss) before income taxes 59,180 (11,950) 71,130 595.2 %
(Provision) benefit for income taxes (13,776) 4,222 (17,998) (426.3) %
Net income (loss) 45,404 (7,728) 53,132 687.5 %
Less: net (loss) income for noncontrolling interest (333) 104 (437) (420.2) %
Net income (loss) attributable to
common stockholders
$ 45,737 $ (7,832) $ 53,569 684.0 %

Three Months Ended ~~September 30, 2021,~~March 31, 2022, as Compared to Three Months Ended ~~September 30, 2020~~March 31, 2021

Fuel Revenues. Fuel revenues for the three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$633,117,~~$728,856, or ~~80.0%~~67.7%, as compared to the three months ended ~~September 30, 2020, primarily as a result of an~~March 31, 2021. The increase in fuel ~~sales volume in addition~~revenues was primarily due to an increase in market prices for fuel. The table below presents the factors causing the changes in total fuel sales volume and revenues between periods. See "Effects of Fuel Prices and Supply and Demand Factors" for more information regarding the impact market prices for fuel has on our financial results.
Gallons Sold Fuel Revenues
Results for the three months ended September 30, 2020 555,102 $ 791,880
Increase due to petroleum products price changes 562,189
Increase due to volume changes 27,214 65,204
Increase in wholesale fuel sales volume 3,532 5,724
Net change from prior year period 30,746 633,117
Results for the three months ended September 30, 2021 585,848 $ 1,424,997

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	Gallons Sold	Fuel Revenues
Results for the three months ended March 31, 2021	543,772	$	1,077,258
Increase due to petroleum products price changes		694,374
Increase due to volume changes	8,818	28,715
Increase in wholesale fuel sales volume	2,671	5,767
Net change from prior year period	11,489	728,856
Results for the three months ended March 31, 2022	555,261	$	1,806,114

Nonfuel Revenues. Nonfuel revenues for the three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$36,966,~~$39,168, or ~~7.8%~~8.7%, as compared to the three months ended ~~September 30, 2020,~~March 31, 2021, primarily as a result of increases in our truck services, diesel exhaust fluid, or DEF, and store and retail services ~~truck service, restaurants and diesel exhaust fluid revenues. These increases were primarily~~revenue due to inflation-driven price increases; and an increase in DEF sales primarily as a result of increased growth in newer trucks on the ~~impact the COVID-19 pandemic had on nonfuel revenues for the three months ended September 30, 2020, including the additional sales from certain travel center restaurants~~road that ~~have now re-opened or are operating with expanded hours as compared to the pandemic conditions experienced in the prior year,~~require DEF and the ~~progress~~re-opening of ~~our Transformation Plan.~~more full service restaurants. This is partially offset by lower transaction volumes in quick service restaurants.

Rent and Royalties from Franchisees. Rent and royalties from franchisees for the three months ended ~~September 30, 2021,~~March 31, 2022 decreased by ~~$61,~~$47, or ~~1.5%~~1.2%, as compared to the three months ended ~~September 30, 2020,~~March 31, 2021, primarily as a result of the ~~sale~~elimination of royalties from franchised QSL standalone restaurants in the three months ended March 31, 2021 following the sale of our QSL business in April 2021, partially offset by franchised travel centers that began operations after ~~September 30, 2020.~~March 31, 2021.

Fuel Gross Margin. Fuel gross margin for the three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$25,887,~~$35,489, or ~~32.3%~~45.8%, as compared to the three months ended ~~September 30, 2020,~~March 31, 2021, primarily as a result of anfavorable market conditions, primarily in March 2022 and a modest increase in fuel sales volume ~~and a more favorable purchasing environment~~ during the three months ended ~~September 30,~~March 31, 2022, as compared to the three months ended March 31, 2021.

Nonfuel Gross Margin. Nonfuel gross margin for the three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$18,815,~~$19,605, or ~~6.6%~~7.1%, as compared to the three months ended ~~September 30, 2020,~~March 31, 2021, due to the increase in total nonfuel revenues. Nonfuel gross margin percentage for the three months ended ~~September 30, 2021, decreased 70~~March 31, 2022, declined 100 basis points to ~~59.6%~~60.6% from ~~60.3% compared to~~61.6% for the three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to a change in the mix of ~~products~~product and services ~~sold~~revenues and ~~certain pricing and marketing initiatives.~~to a lesser extent, higher costs.

Site Level Operating Expense. Site level operating expense for the three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$25,007,~~$24,814, or ~~11.3%~~10.9%, as compared to the three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to ~~increased~~higher labor costs ~~in truck services~~driven by wage increases and ~~field employees who returned to work~~compensation programs and higher operating costs during ~~2021 to support our restaurant re-openings as compared to furloughs and lower staffing levels in 2020 in response to the COVID-19 pandemic and increased other operating expenses for~~ the three months ended ~~September 30, 2021.~~March 31, 2022. Site level operating expense as a percentage of nonfuel revenues increased ~~150~~100 basis points to ~~48.3%~~51.7% for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~46.8%~~50.7% for the three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to ~~higher labor costs for the three months ended September 30, 2021 as we restaffed in response to improved business conditions and re-opening of certain full service restaurants.~~

these factors.

Selling, General and Administrative Expense. Selling, general and administrative expense for the three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$6,596,~~$5,379, or ~~20.0%~~15.0%, as compared to the three months ended ~~September 30, 2020,~~March 31, 2021. The increase was primarily ~~as a result of increases~~due to higher wages and incentive compensation programs and software maintenance agreements and license fees related to technology infrastructure improvements during the ~~impact of filling open positions, expenses related to~~three months ended March 31, 2022, partially offset by a decrease in consultant fees to assist with identifying and implementing cost reduction and other opportunities ~~and costs related~~as compared to ~~increased deployments of cloud-based technology solutions during~~ the three months ended ~~September 30,~~March 31, 2021.

Real Estate Rent Expense. Real estate rent expense for the three months ended ~~September 30, 2021, decreased~~March 31, 2022 increased by ~~$1,328,~~$777, or ~~2.0%~~1.2%, as compared to the three months ended ~~September 30, 2020, primarily as a result of a $1,262 impairment charge recognized to operating lease assets with respect to our QSL business during the three months ended September 30, 2020.~~

~~Depreciation and Amortization Expense.~~ ~~Depreciation and amortization expense for the three months ended September 30,~~March 31, 2021, decreased by $8,023, or 24.8%, as compared to the three months ended September 30, 2020, primarily as a result of a $6,610 property and equipment impairment charge recognized with respect to our QSL business during the three months ended September 30, 2020, and a $2,372 write off of certain assets related to truck service programs that were canceled during the three months ended September 30, 2020.

~~Interest Expense, Net.~~ ~~Interest expense, net for the~~three months ended September 30, 2021, increased by $4,468, or 60.6%, as compared to the three months ended September 30, 2020, primarily as a result of the Term Loan Facility (as defined below) that we entered into in December 2020.

~~(Provision)Benefit for Income Taxes~~. Provision for income taxes for the three months ended September 30, 2021 increased to $6,847 compared to $1,432 for the three months ended September 30, 2020. The increase in the income tax provision is primarily due to ~~higher pretax income recognized in the three months ended September 30, 2021, as compared to the three months ended September 30, 2020.~~

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~~Nine Months Ended September 30, 2021, as Compared to Nine Months Ended September 30, 2020~~

~~Fuel Revenues.~~ Fuel revenues for the nine months ended September 30, 2021, increased by $1,586,667, or 70.7%, as compared to the nine months ended September 30, 2020, primarily as a result of an increase in fuel sales volume in addition to an increase in market prices for fuel. The table below presents the factors causing the changes in total fuel sales volume and revenues between periods. See "Effects of Fuel Prices and Supply and Demand Factors" for more information regarding the impact market prices for fuel has on our financial results.
Gallons Sold Fuel Revenues
Results for the nine months ended September 30, 2020 1,520,104 $ 2,244,219
Increase due to petroleum products price changes 1,163,614
Increase due to volume changes 184,259 408,131
Increase in wholesale fuel sales volume 8,988 14,922
Net change from prior year period 193,247 1,586,667
Results for the nine months ended September 30, 2021 1,713,351 $ 3,830,886

~~Nonfuel Revenues.~~ Nonfuel revenues for the nine months ended September 30, 2021, increased by $156,113, or 12.0%, as compared to the nine months ended September 30, 2020, primarily as a result of increases in our store and retail services, truck service, restaurants and diesel exhaust fluid revenues. These increases were primarily due to the impact the COVID-19 pandemic had on nonfuel revenues for the nine months ended September 30, 2020, including the additional sales from certain travel center restaurants that have now re-opened or are operating with expanded hours as compared to the pandemic conditions experienced in the prior year, and the progress of our Transformation Plan.

~~Rent and Royalties from Franchisees.~~ Rent and royalties from franchisees for the nine months ended September 30, 2021, increased by $1,167, or 11.1%, as compared to the nine months ended September 30, 2020, primarily as a result of the franchised travel centers that began operations since the beginning of 2020, partially offset by the sale of franchised standalone restaurants from the sale of our QSL business in April 2021.

~~Fuel Gross Margin.~~ Fuel gross margin for the nine months ended September 30, 2021, increased by $29,754, or 11.7%, as compared to the nine months ended September 30, 2020, primarily as a result of an increase in fuel sales volume and a more favorable purchasing environment during the nine months ended September 30, 2021.

~~Nonfuel Gross Margin.~~ Nonfuel gross margin for the nine months ended September 30, 2021, increased by $91,702, or 11.6%, as compared to the nine months ended September 30, 2020, primarily as a result of the increase in total nonfuel revenues. Nonfuel gross margin percentage for the nine months ended September 30, 2021, remained essentially flat at 60.5% as compared to the nine months ended September 30, 2020.

~~Site Level Operating Expense.~~ Site level operating expense for the nine months ended September 30, 2021, increased by $52,147, or 7.9%, as compared to the nine months ended September 30, 2020, primarily due to increased labor costs in truck services and field employees who returned to work during 2021 to support our restaurant re-openings as compared to furloughs and lower staffing levels in 2020 in response to the COVID-19 pandemic and increased other operating expenses for the nine months ended September 30, 2021. This increase was partially offset by $3,769 of bonuses paid to support those who continued to work at our locations during the COVID-19 pandemic during the nine months ended September 30, 2020. Site level operating expense as a percentage of nonfuel revenues decreased 180 basis points to 48.5% for the nine months ended September 30, 2021, from 50.3% for the nine months ended September 30, 2020, primarily due to the increase in nonfuel revenues and management of cost reintroduction as business conditions improved and we re-opened certain full service restaurants.

~~Selling, General and Administrative Expense.~~ Selling, general and administrative expense for the nine months ended September 30, 2021, increased by $3,912, or 3.6%, as compared to the nine months ended September 30, 2020, primarily as a result of the impact of filling open positions, increases in consultant fees to assist with identifying and implementing cost reduction and other opportunities, and costs related to increased deployments of cloud-based technology solutions, partially offset by expenses related to the Reorganization Plan and executive officer retirement and separation agreements recognized in the nine months ended September 30, 2020.

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~~Real Estate Rent Expense.~~ Real estate rent expense for the nine months ended September 30, 2021, decreased by $515, or 0.3%, as compared to the nine months ended September 30, 2020, primarily as a result of a $1,262 impairment charge recognized to operating lease assets with respect to our QSL business during the nine months ended September 30, 2020, partially offset by an increase in percentage rent due to SVC as a result of the increase in total nonfuel revenues during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

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Depreciation and Amortization Expense. Depreciation and amortization expense for the ~~nine~~three months ended ~~September 30, 2021, decreased~~March 31, 2022 increased by ~~$16,869,~~$402, or ~~18.9%~~1.7%, as compared to the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021. The increase primarily ~~as a result of $8,072 of write offs of certain~~resulted from new assets ~~related to truck~~placed in service ~~programs that were canceled~~ during the ~~nine~~three months ended September 30, 2020, a $6,610 property and equipment impairment charge recognized with respect to our QSL business during the nine months ended September 30, 2020, a $3,046 goodwill impairment charge recognized during the nine months ended September 30, 2020, with respect to our QSL business and a $834 write off of intangible assets associated with three franchised standalone restaurants that closed during the nine months ended September 30, 2020,March 31, 2022, partially offset by a $650 impairment charge related to ~~the~~ QSL ~~sale~~ during the ~~nine~~three months ended ~~September 30,~~March 31, 2021.

Interest Expense, Net. Interest expense, net for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022 increased by ~~$12,902,~~$146, or ~~58.5%~~1.3%, as compared to the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021. The increase primarily ~~as a result~~resulted from interest related to the modification of one of the ~~Term Loan Facility (as defined below) that we entered into in December 2020.~~SVC Leases due to the conversion of a ground lease from an operating lease to a finance lease.

(Provision) Benefit for Income Taxes. Provision for income taxes for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 increased to ~~$13,776~~$4,849 as compared to an income tax benefit of ~~$4,222~~$850 for the ~~nine~~three months ended ~~September 30, 2020. The increase in the income tax provision is~~March 31, 2021, primarily due to pretax income ~~recognized~~generated in the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to a pretax loss induring the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Liquidity and Capital Resources

Our principal liquidity requirements are to meet our operating and financing costs and to fund our capital expenditures, acquisitions and working capital requirements. Our principal sources of liquidity to meet these requirements are our:

•cash balance;

•operating cash flow;

•our Credit Facility (as defined below) with a current maximum availability of $200,000 subject to limits based on our qualified collateral;

•potential sales to SVC of improvements we make to the sites we lease from SVC;

•potential issuances of new debt and equity securities; and

•potential financing or selling of unencumbered real estate that we own.

We believe that the primary risks we currently face with respect to our operating cash flow are:

•inflationary pressures;

•increasing labor costs;

•labor availability;

•adverse impacts from supply chain challenges;

•the potential ~~intensifying of the~~continuing negative impacts from the COVID-19 pandemic, including if the United States experiences a prolonged and significant decline in economic activity that reduces demand for our products and services;

•~~continuing~~ decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency, fuel conservation and alternative fuels and technologies;

•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 costs;~~

•~~labor availability;~~

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•increased cost of fleet card fees;

•increased costs for nonfuel products that we may not be able to pass through to our customers;

•increases in our cost of capital due to increasing market interest rates;

•~~adverse impacts from the current supply chain challenges;~~

•increased costs we may need to incur to operate our business in response to the COVID-19 pandemic, including enhancing sanitation and other preventative measures, sick pay and ~~the potential~~possible implementation of a vaccine mandate and/or testing protocols; and ~~testing; and~~

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•the negative impacts on our gross margins and working capital requirements due to the higher level of prices for petroleum products or due to increases in the cost of our fuel or nonfuel products resulting from inflation generally.

Our business requires substantial amounts of working capital, including cash liquidity, and our working capital requirements can be especially large because of the volatility of fuel prices. Selectively acquiring additional properties and businesses and developing new sites requires us to expend substantial capital for any such properties, businesses or developments. In addition, our properties are high traffic sites with many customers and large trucks entering and exiting our properties daily, requiring us to expend capital to maintain, repair and improve our properties. Although we had a cash balance of ~~$621,103~~$544,153 at ~~September 30, 2021,~~March 31, 2022, and net cash provided by operating activities of ~~$181,286~~$59,119 for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we cannot be sure that we will maintain sufficient amounts of cash, that we will generate future profits or positive cash flows or that we will be able to obtain additional financing, if and when it becomes necessary or desirable to pursue business opportunities. We believe we have sufficient financial resources to fund ~~operations~~operating and financing costs and required capital expenditures for greater than 12 months.

Our Investment and Financing Liquidity and Resources

Revolving Credit Facility

~~On December 14, 2020, we~~We and certain of our subsidiaries ~~entered into~~are parties to an ~~amendment to our~~ Amended and Restated Loan and Security Agreement, or the Credit Facility, with a group of commercial banks that matures on July 19, 2024. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount of this Credit Facility may be increased to $300,000. The Credit Facility may be used for general business purposes and allows for the issuance of letters of credit. Generally, no principal payments are due until maturity. Under the terms of the Credit Facility, interest is payable on outstanding borrowings at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At ~~September 30, 2021,~~March 31, 2022, based on our qualified collateral, a total of ~~$108,212~~$199,256 was available to us for loans and letters of credit under the Credit Facility. At ~~September 30, 2021,~~March 31, 2022, there were no borrowings outstanding under the Credit Facility ~~but we had outstanding~~and $14,128 of letters of credit issued under that facility, which reduced the amount available for borrowing under the Credit Facility, leaving ~~$94,084~~$185,128 available for our use as of that date. At ~~September 30, 2021,~~March 31, 2022, we were in compliance with all covenants of the Credit Facility. As of ~~October 29, 2021,~~May 2, 2022, there were no borrowings outstanding under the Credit Facility and approximately ~~$94,084~~$185,128 available under the Credit Facility for our use as of that date.

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Term Loan Facility

~~On December 14, 2020, we entered into~~We have a $200,000 Term Loan Facility, or the Term Loan Facility, which is secured by a pledge of all the equity interests of substantially all of our wholly owned subsidiaries, a pledge, subject to the prior interest of the lenders under our Credit Facility, of substantially all of our other assets and the assets of such wholly owned subsidiaries and mortgages on certain of our fee owned real properties. We ~~have been using~~used the ~~$190,062 in~~ net proceeds of $190,062 from our Term Loan Facility for general business purposes, including the funding of deferred capital expenditures, updates to key information technology infrastructure and growth initiatives consistent with our Transformation Plan. Interest on amounts outstanding under the Term Loan Facility are calculated at LIBOR, with a LIBOR floor of 100 basis points, plus 600 basis points, and the Term Loan Facility matures on December 14, 2027. Our Term Loan Facility requires ~~monthly~~periodic interest payments based on the interest period selected and quarterly principal payments of $500, or 1.0% of the original principal amount annually. In addition, beginning with the year ended December 31, 2021 and for each twelve month calendar year period thereafter (each considered an “Excess Cash Flow Period”, as defined), we are required to calculate Excess Cash Flow, as defined, and prepay an amount equal to Excess Cash Flow less other specified adjustments. The prepayment, as calculated, is due 95 days after the end of the respective Excess Cash Flow Period. There was no required prepayment due for the Excess Cash Flow Period ended December 31, 2021. Remaining principal amounts outstanding under the Term Loan Facility may be prepaid beginning on December 14, 2022.

~~Underwritten Public Equity Offering~~

On July 6, 2020, we received net proceeds of $79,980, after $296 of offering costs and $5,124 of underwriting discounts and commissions, from the sale and issuance of 6,100 shares of common stock in an underwritten public equity offering. We have been using the net proceeds from this offering to fund deferred maintenance and other capital expenditures necessary to enhance property conditions and implement growth initiatives, for working capital and for general corporate purposes.

West Greenwich Loan

~~On February 7, 2020, we entered into~~We have a ~~10 year~~ term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan that matures on February 7, 2030 is secured by a mortgage encumbering our travel center located in West Greenwich, Rhode Island. The interest rate is fixed at 3.85% for ~~five years~~through February 7, 2025 based on the five year Federal Home Loan Bank rate plus 198 basis points, and will reset thereafter. The West Greenwich Loan requires us to make principal and interest payments monthly. The proceeds from the West Greenwich Loan were used for general business purposes. We may, at our option with 60 days prior written notice, repay the loan in full prior to ~~the end of the 10 year term~~maturity plus, if repaid prior to February 7, 2023, a nominal penalty.

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IHOP Secured Advance Note

~~On October 28, 2019, we entered into~~We are party to a multi-unit franchise agreement with IHOP Franchisor LLC, or IHOP, inpursuant to which we agreed to rebrand and convert ~~up to 94~~certain of our full service restaurants to IHOP restaurants over ~~the next five years,~~a period through October 2024, or the IHOP Agreement. ~~Concurrent with entering into the IHOP Agreement, we entered into~~We are also a party to a Secured Advance Note with IHOP, or the IHOP Note, pursuant to which we can borrow up to $10,000 in connection with the costs to convert our full service restaurants to IHOP restaurants. As of ~~September 30, 2021,~~March 31, 2022, there were no loans outstanding under the IHOP Note.

Sources and Uses of Cash

The following is a summary of our sources and uses of cash for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ as reflected in our consolidated statements of cash flows:


		Nine Months Ended September 30,							Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		$ Change		(in thousands)	2022		2021		$ Change
Cash and cash equivalents at the beginning of the period	Cash and cash equivalents at the beginning of the period	$	483,151	$	17,206	$	465,945	Cash and cash equivalents at the beginning of the period	$	536,002	$	483,151	$	52,851
Net cash provided by (used in):	Net cash provided by (used in):							Net cash provided by (used in):
Operating activities	Operating activities	181,286		213,572		(32,286)		Operating activities	59,119		51,576		7,543
Investing activities	Investing activities	(39,181)		(37,389)		(1,792)		Investing activities	(49,220)		(13,522)		(35,698)
Financing activities	Financing activities	(4,217)		87,031		(91,248)		Financing activities	(1,784)		(1,233)		(551)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	64		22		42		Effect of exchange rate changes on cash	36		56		(20)
Cash and cash equivalents at the end of the period	Cash and cash equivalents at the end of the period	$	621,103	$	280,442	$	340,661	Cash and cash equivalents at the end of the period	$	544,153	$	520,028	$	24,125

Cash Flows from Operating Activities. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we had net cash inflows from operating activities of ~~$181,286~~$59,119 and ~~$213,572,~~$51,576, respectively. The ~~$32,286~~$7,543 change was primarily due to a ~~decrease~~$22,047 increase in ~~cash generated from working capital, primarily as a result of lower receivable collections due to the collection of the~~

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~~biodiesel credit in 2020,~~earnings, partially offset by ~~higher earnings~~a 17,783 decrease in ~~2021~~working capital, during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Cash Flows from Investing Activities. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we had net cash outflows from investing activities of ~~$39,181~~$49,220 and ~~$37,389,~~$13,522, respectively. The ~~$1,792~~$35,698 change primarily resulted from an increase in capital expenditures ~~partially offset by proceeds from the sale of assets~~ during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Cash Flows from Financing Activities. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we had ~~net~~ cash outflows ~~and inflows~~ from financing activities of ~~$4,217~~$1,784 and ~~$87,031,~~$1,233, respectively. The ~~$91,248~~$551 change primarily resulted from ~~$79,985 proceeds received from the underwritten public equity offering and $16,600 proceeds received under the West Greenwich Loan~~a $639 increase in finance lease principal payments during the ~~nine~~three months ended ~~September 30, 2020, partially offset by repayments of $1,500 on our Term Loan Facility and repayments of~~ ~~$498~~ onMarch 31, 2022, as compared to the ~~West Greenwich Loan during the nine~~three months ended ~~September 30, 2021~~March 31, 2021.

We believe we have adequate financial resources from our existing cash flows from operations, together with cash on hand and ~~a $7,900 repayment of our borrowings~~amounts available under our Credit Facility ~~during~~to support our business for at least the ~~nine months ended September 30, 2020.~~next 12 months.

Related Party Transactions

We have relationships and historical and continuing transactions with SVC, ~~The RMR Group LLC, or~~ RMR and others related to them. For further information about these and other such relationships and related party transactions, see Notes 5, 6 7 and 87 to the Consolidated Financial Statements included in Item 1. of this Quarterly Report, our Annual Report, our definitive Proxy Statement for our ~~2021~~2022 Annual Meeting of Stockholders and our other filings with the Securities and Exchange Commission. In addition, see Item 1A. "Risk Factors" in our Annual Report for a description of risks that may arise as a result of these and other related party transactions and relationships. We may engage in additional transactions with related parties, including businesses to which RMR or its subsidiaries provide management services.

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Environmental and Climate Change Matters

~~Legislation~~Governmental actions, including legislation, regulations, treaties and ~~regulation regarding climate change, including~~commitments, such as those seeking to reduce greenhouse gas emissions, and ~~other environmental matters and~~ market ~~reaction~~actions in response to ~~any such legislation or regulation or to~~concerns about climate change, ~~concerns,~~ may decrease the demand for our major product, diesel fuel, ~~products,~~and may require us to ~~expend~~make significant ~~amounts and may otherwise negatively impact our business. For instance, federal~~capital or other expenditures related to alternative energy distribution or other changing fuel conservation practices. Federal and state ~~governmental requirements addressing~~governments require manufacturers to limit emissions from trucks and other motor vehicles, such as the U.S. ~~Environment~~Environmental Protection ~~Agency's,~~Agency, or EPA's, gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor ~~fuel, as well as new~~fuel. Further, legislative and regulatory initiatives requiring increased truck fuel efficiency ~~standards for medium~~have accelerated in the United States and ~~heavy duty commercial trucks,~~these mandates have ~~caused us~~and may continue to add certain services and provide certain products to our customers at a cost to us that we may be unable to pass through to our customers. Also, various private initiatives and government regulations to promote fuel efficiency and control air pollutant emissions from the trucking industry may raise the cost of trucking as compared to other types of freight transport, as a result ~~decreasing the~~in decreased demand for ~~our fuel products and negatively impacting our business.~~diesel fuel.

For example, in August ~~2016~~2021 the EPA and the National Highway Traffic Safety Administration ~~established final regulations~~proposed new rules intended to phase in more stringent ~~greenhouse gas emission and~~ fuel efficiency standards for ~~medium~~passenger cars and ~~heavy~~light duty trucks. Under the Trump Administration, the EPA and the U.S. Department of Transportation rolled back various rules relating to greenhouse gas emissions and fuel efficiency standards for trucks and other motor vehicles, including portions of the rule discussed above. President Biden has signed executive orders requiring federal agencies to review certain actions taken by the Trump Administration with respect to fuel efficiency standards and the U.S. Congress is considering legislation that would dedicate significant resources to environmental initiatives, but it is difficult to predict what, if any, changes to existing rules will occur under the Biden Administration or as a result of federal legislative action or due to related legal challenges and, if changes occur, what impact those changes would have on our industry, us or our business. In addition, the California Air Resources Board, ~~or CARB,~~and other similar state government agencies routinely ~~considers~~consider rulemaking activity the purpose of which is to ~~make heavy duty truck fleets operating in the state more~~improve fuel efficient and less polluting. The Trump Administration challenged CARB's ability to take such actions, and legal challenges remain to the enforceability of CARB's rulemaking. Because of the size of the California market and economy, fleet rules adopted by CARB frequently have influence throughout the United States. We may not be able to completely offset the loss of business we may suffer as a result of increasing engine efficiency and ~~other~~limit pollution from vehicles. Moreover, market concerns regarding climate change may result in decreased demand for fossil fuels and increased adoption of higher efficiency fuel ~~conservation~~technologies and ~~pollution reduction efforts under federal~~alternative energy sources. Regulations that limit, or ~~state rules~~market demands to reduce carbon emissions, may cause our costs at our locations to significantly increase, make some of our locations obsolete or disadvantaged, or require us to make material investments in our properties. For example, we have installed electric charging capacity at certain of our travel centers and expect to install them at additional travel centers and we are also evaluating hydrogen dispensing as ~~a result~~another alternative fuel offering at certain of ~~other existing or future regulation or changes in customer demand.~~our travel centers. We are also evaluating the use of hydrogen fuel cell and natural gas generators for both emergency power and base electric load support.

~~Many~~Some observers believe severe weather activities in different parts of the country over the last few years are evidence of global climate change. Such severe weather may have an adverse effect on individual properties we own, lease or operate, or

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the volume of business at our locations. We mitigate these risks by owning, leasing and operating a geographically diversified portfolio of properties, by procuring insurance coverage we believe adequately protects us from material damages and losses and by attempting to monitor and be prepared for such events. However, we cannot be certain that our mitigation efforts will be sufficient or that future ~~storms, rising sea levels~~weather-related events or other climate changes that may occur ~~due to future climate change or otherwise could~~will not have ~~a material~~an adverse effect on our business.

For further information about these and other environmental and climate change matters, and the related risks that may arise, see the disclosure under the heading "Environmental Contingencies" in Note 98 to the Consolidated Financial Statements included in Item 1. of this Quarterly Report, which disclosure is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Not applicable.~~Our Credit Facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. As of March 31, 2022, no loans were outstanding under this Credit Facility. We borrow under this Credit Facility in U.S. dollars and those borrowings require us to pay interest at floating interest rates, which are based on LIBOR or a base rate, plus a premium. Interest on amounts outstanding under our Term Loan Facility are also calculated based on LIBOR plus a premium. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates. A change in interest rates generally would not affect the fair value of any outstanding floating rate debt but could affect our operating results. For example, if the $200,000 stated maximum amount was drawn under our Credit Facility and interest rates decreased or increased by 100 basis points per annum, our interest expense would decrease or increase by $2,000 per year. If interest rates were to change gradually over time, the impact would occur over time.

We are exposed to risks arising from market price changes for diesel and gasoline fuel. These risks have historically resulted from changes in supply and demand for fuel and from market speculation about future changes. Some supply changes may arise from local conditions, such as a malfunction in a particular pipeline or at a particular terminal. However, in the recent past most of the supply risks have arisen from national or international conditions, such as weather-related shutdowns of oil drilling or refining capacities, political instability in oil producing regions of the world, war or other hostilities, or terrorism. Concerted efforts by major oil producing countries and cartels to limit oil supply may also impact prices. Because petroleum products are regularly traded in commodity markets, material changes in demand for and the price of fuel worldwide and financial speculation in these commodities markets may have a material effect upon the prices we have to pay for fuel and may also impact our customers' demand for fuel and other products we sell. Almost all of these risks are beyond our control. Nevertheless, we attempt to mitigate our exposure to fuel commodity price market risks in three ways. First, whenever possible, we attempt to maintain supply contracts for diesel fuel with several different suppliers for each of our locations; if one supplier

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has a local problem, we may be able to obtain fuel supplies from other suppliers. Second, we maintain modest fuel inventory of only a few days of fuel sales. Modest inventory may mitigate the risk that we are required by competitive or contract conditions to sell fuel for less than its cost in the event of rapid price declines; however, the modest level of fuel inventory could exacerbate our fuel supply risks. Third, we sell a majority of our diesel fuel at prices determined by reference to a benchmark which is reflective of the market costs for fuel; by selling on such terms we may be able to substantially maintain our margin per gallon despite changes in the price we pay for fuel. Based on the composition of our fuel inventory as of March 31, 2022, and our fuel sales volume for the three months ended, March 31, 2022, each one cent change in the price of fuel would change our inventory value by $157 and our fuel revenues by $5,553.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at ~~September 30, 2021.~~March 31, 2022.

Changes in Internal Control over Financial Reporting

During the three months ended ~~September 30, 2021,~~March 31, 2022, there were no changes to our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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Warning Concerning Forward-Looking Statements

This Quarterly Report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "will," "may" and negatives and derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking ~~statements.~~statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Among others, the forward-looking statements that appear in this Quarterly Report that may not occurinclude statements that:

•Our ~~expectations about our~~fuel purchasing and inventory management practices may allow us to mitigate the ~~trucking industry's ability to operate through the COVID-19 pandemic;~~impact of fuel price volatility;

•The duration and severity of ~~any adverse economic impact that might result from~~ the COVID-19 pandemic and its impact on the economy, us and our customers, suppliers and other stakeholders;

•Our operating results for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, reflect certain improvements ~~as compared to~~over the ~~three and nine months ended September 30, 2020.~~same period last year. This may imply that we will increase or maintain these improvements and that we will be as profitable in the future. However, ~~certain~~there are no guarantees that we will be able to sustain this level of ~~these improvements resulted from unique items that may not occur~~performance or growth in the future. In addition, customer demand, ~~and~~inflationary pressures, competitive conditions, fuel supplies, war and other hostilities, and government regulation, 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 gross margin per gallon, or fuel or nonfuel sales volume, decline, if we are not able to pass increases in fuel or nonfuel costs to our customers or if our nonfuel sales mix changes in a manner that negatively impacts our nonfuel gross margin, our nonfuel revenues or our fuel and nonfuel gross margin may decline. ~~In fact,~~While we were profitable for the three months ended March 31, 2022, 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;

•We are executing our Transformation Plan, which includes numerous initiatives that we believe have and will improve and enhance our profitability and operational efficiencies and profitability, increase diesel fuel and gasoline gross margin and fuel sales volume, increase market share in the truck service industry, improve merchandising and gross margin in store and retail services, improve operating effectiveness in our full service restaurants and expand our franchise base.efficiency. However, we may not be able to recognize the improvements to our operating results that we anticipate. In addition, the costs incurred to complete the initiatives may be greater than we anticipate;

•We are generally able to pass changes in certain of our costs to our customers, but with some timing differences. We may however, be unable to pass cost increases to our customers due to competitive or other market conditions or otherwise;

•We have incurred costs to support our anticipated business growth. This statement may imply that these costs will result in increased revenues and us receiving the expected return on our investments in growing our business. However, these costs may exceed any increased revenue we may receive from this growth or the returns on these investments may be less than expected;

•Our belief that our sites are ~~large and~~ well-located may prove otherwise and, if so, we may not realize the benefits we expect based on the characteristics of our sites;

•We may make acquisitions and develop new locations in the future including adding sites through franchising. Managing and integrating acquired, developed or franchised locations can be difficult, time consuming and/or more expensive than anticipated and involve risks of financial ~~losses.~~loss. 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;

•Our belief that, as of the date of this Quarterly Report, we had sufficient financial resources to fund operations for ~~the~~ at least 12 months. However, our business is subject to risks, including risks beyond our control. If economic conditions decline for an extended period or if we fail to operate our business and compete successfully, our business, results of operations and financial condition may be materially adversely impacted, which may result in our not having sufficient financial resources to fund operations for the foreseeable future;

•We expect to expand our network by entering into new franchise agreements. However, we may not succeed in entering these agreements and the commencement and stabilization of any new franchises may not occur, may be delayed or may not open, and these franchises may not be successful or generate the royalties for us that we expect;

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•~~We have a~~Our efforts to continually monitor our fuel purchasing, pricing, supply and inventory management and taking actions we believe appropriate that are intended to improve fuel margins may not be successful due to our failure to succeed in our efforts or due to market, supplier or other reasons;

•Our Credit Facility ~~with~~has 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, inventory, equipment and intangible assets 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, 2021,~~March 31, 2022, based on our eligible collateral at that date, our borrowing and letter of credit availability was ~~$108.2~~$199.3 million, of which we had used $14.1 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; and

•We may not spend the ~~$80.0~~$175.0 million to ~~$100.0~~$200.0 million of the capital expenditures in ~~2021~~2022 that we currently expect to spend, we may spend more or less than these amounts, we may spend these amounts in a different manner, these expenditures may not provide the benefits we expect and we may not ~~reach~~realize our expected cash on cash return ~~hurdle.~~hurdle;

•We may not sell our Ontario, Canada assets on time or at amounts we expect and we may incur losses in connection with any such sale; and

•Our commitment to embracing environmentally friendly sources of energy through our eTA division may not be successful, may not result in the benefits we expect and may not be sufficient to offset declines we may experience in our business if the market moves from fossil fuels to non-fossil fuels.

These and other unexpected results may be caused by various factors, some of which are beyond our control, including:

•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, alternative forms of energy 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, truck repair 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 at higher balances 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 two significant participants. We believe ~~almost all~~most large 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;

•Our labor costs may continue to increase in response to business and market demands and conditions, business opportunities or pursuant to legal requirements;

•The costs we have incurred and expect to incur to support our planned and expected growth of our business may exceed any increased revenue we may receive from this growth or result in our returns on these investments being less than we expect and target;

•Fuel supply disruptions may occur, which may limit our ability to purchase fuel for resale;

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•We and our suppliers and customers are experiencing negative impacts from the current reduced market labor availability, including truck driver shortage, and related market pressures which may continue to present us with challenges and could negatively impact our business and operations if these conditions continue;

•Continued supply chain challenges may limit our growth, reduce our scale and scope of operations, increase our operating costs, continue to expand the time to complete our capital projects, and adversely impact our results of operations and financial condition;

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•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;

•Trucking companies have incurred, and may incur additional, increased labor costs to retain and hire truck drivers, which may reduce the amount these companies are willing to pay for our ~~services;~~services or products;

•Adverse weather events, natural disasters and ~~global~~ climate change may adversely impact our travel centers and other properties, operations and financial condition;

•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, competition 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, political crises, wars or other military actions, such as the current war between Russia and Ukraine, public health crises, such as the ongoing COVID-19 pandemic, or other man made 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 SVC, RMR and others affiliated with them, actual and potential conflicts of interest with related parties may present a contrary perception or result in litigation, and the benefits we believe we may realize from the relationships may not materialize.

Results that differ from those stated or implied by our forward-looking statements may also be caused by various changes in our business or market conditions as described more fully in our Annual Report, including under "Warning Concerning Forward-Looking Statements" and Part I, Item 1A. "Risk Factors," and elsewhere in this Quarterly Report.

You should not place undue reliance upon forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

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~~Part~~PART II. ~~Other Information~~OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the risk factors previously disclosed under the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about our purchases of our equity securities during the ~~three months~~quarter ended ~~September 30, 2021.~~March 31, 2022.
Calendar
Month
Number of
Shares
Purchased(1)
Average Price
Paid per Share Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs Maximum Approximate
Dollar Value of Shares That
May Yet Be Purchased Under
the Plans or Programs
July 2021 772 $ 29.24 — $ —
August 2021 — — — —
September 2021 — — — —
Total 772 $ 29.24 — —


Calendar Month	Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
January 2022	—	$	—	—	$	—
February 2022	—	—		—	—
March 2022	889	38.44		—	—
Total	889	$	38.44	—	$	—

(1) During the ~~three months~~quarter ended ~~September 30, 2021,~~March 31, 2022, all common stock purchases were made to satisfy share award recipients' tax withholding and payment obligations in connection with the vesting of awards of shares of common stock, which were repurchased by us based on their fair market value on the repurchase date.

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Item 6. Exhibits

3.1

Plan of Conversion (Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed July 30, 2019)

3.2

Articles of Conversion of TravelCenters of America LLC (Incorporated by reference to Exhibit 99.3 to our Current Report on Form 8-K filed July 30, 2019)

3.3

Articles of Incorporation of TravelCenters of America Inc. (Incorporated by reference to Exhibit 99.4 to our Current Report on Form 8-K filed July 30, 2019)

3.4

Articles of Amendment to the Articles of Incorporation of TravelCenters of America Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 26, 2020)

3.5

Amended and Restated Bylaws of TravelCenters of America Inc. (Incorporated by reference to Exhibit 99.5 to our Current Report on Form 8-K filed July 30, 2019)

4.1

Form of Stock Certificate (Incorporated by reference to Exhibit 4.3 to our Post Effective Amendment to our Registration Statement on Form S-3 filed August 1, 2019)

4.2

Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed January 15, 2013)

4.3

First Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed January 15, 2013)

4.4

Second Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of December 16, 2014 (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 8-A (File No. 001-33274) filed December 16, 2014)

4.5

Third Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of October 5, 2015 (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form 8-A (File No. 001-33274) filed October 5, 2015)

4.6

Fourth Supplemental Indenture by and between TravelCenters of America Inc. (as successor by statutory conversion to TravelCenters of America LLC) and U.S. Bank National Association, as trustee, dated as of August 1, 2019 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed August 1, 2019)

4.7

Form of 8.25% Senior Notes due 2028 (included in Exhibit 4.3 above)

4.8

Form of 8.00% Senior Notes due 2029 (included in Exhibit 4.4 above)

4.9

Form of 8.00% Senior Notes due 2030 (included in Exhibit 4.5 above)

10.1

†

*WEXAmendment #5 to the Wex Merchant Acceptance Agreement, dated as of ~~November 5, 2016,~~March 8, 2022, by and between ~~WEX~~Wex Inc. and TA Operating LLC ~~(filed herewith)~~(filed h erewith)

10.2

*First Amendment ~~# 1~~ to ~~the WEX Merchant Acceptance~~Second Amended and Restated Lease Agreement ~~executed as of January 6, 2017,~~No. 4 by and between ~~WEX Inc.~~HPT TA Properties Trust and TA Operating LLC ~~(filed herewith)~~(Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed May 4, 2021)

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith)

32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith)

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

101.LAB

XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

~~101.PRE~~

~~XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)~~

3330

Table of Contents

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Portions† Confidential treatment has been granted as to certain portions of this ~~exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission.~~Exhibit.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TravelCenters of America Inc.

By:

/s/ Peter J. Crage

Date:

~~November 2, 2021~~May 3, 2022

Name:

Peter J. Crage

Title:

Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)

3532


	SVC Leases(1)		Other		Total
Years ended December 31:
2021	$	67,350	$	1,134	$	68,484
2022	268,980		4,133		273,113
2023	255,407		2,601		258,008
2024	251,234		1,463		252,697
2025	251,221		1,334		252,555
Thereafter	1,789,682		3,483		1,793,165
Total operating lease payments	2,883,874		14,148		2,898,022
Less: present value discount(2)	(1,094,815)		(2,077)		(1,096,892)
Present value of operating lease liabilities	$	1,789,059	$	12,071	$	1,801,130


	Finance Ground Lease
Years ended December 31:
2021	$	644
2022	2,591
2023	2,656
2024	2,722
2025	2,790
Thereafter	24,986
Total financing lease payments	36,389
Less: present value discount(1)	(8,556)
Present value of financing lease liabilities	$	27,833


	Gallons Sold	Fuel Revenues
Results for the three months ended September 30, 2020	555,102	$	791,880
Increase due to petroleum products price changes		562,189
Increase due to volume changes	27,214	65,204
Increase in wholesale fuel sales volume	3,532	5,724
Net change from prior year period	30,746	633,117
Results for the three months ended September 30, 2021	585,848	$	1,424,997


	Gallons Sold	Fuel Revenues
Results for the nine months ended September 30, 2020	1,520,104	$	2,244,219
Increase due to petroleum products price changes		1,163,614
Increase due to volume changes	184,259	408,131
Increase in wholesale fuel sales volume	8,988	14,922
Net change from prior year period	193,247	1,586,667
Results for the nine months ended September 30, 2021	1,713,351	$	3,830,886