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 ~~June 30, 2022~~March 31, 2023

☐ 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~~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~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~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~~registrant’s shares of common stock outstanding as of ~~August 1, 2022: 14,855,942.~~April 20, 2023: 15,099,648.

Table of Contents

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of ~~June 30, 202~~2 March 31, 2023 and December 31, ~~202~~12022	1
	Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three ~~and Six~~ Months Ended ~~June 30, 202~~2 March 31, 2023 and ~~202~~1 2022	2
	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 202~~2 March 31, 2023 and ~~202~~12022	3
	Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity for the Three ~~and Six~~ Months Ended ~~June 30, 202~~2 March 31, 2023 and ~~202~~20221	4
	Notes to Consolidated Financial Statements	65
Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	1815
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2924
Item 4.	Controls and Procedures	3025
	Warning Concerning Forward-Looking Statements	3126
PART II — OTHER INFORMATION		3429
Item 1A.	Risk Factors	3429
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3429
Item 6.	Exhibits	3530
SIGNATURE		3732

As used herein, the terms ~~"we," "us," "our"~~“we,”“us,”“our” and ~~"TA"~~“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)

(dollars in thousands, except par value amount)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets:	Assets:					Assets:
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	565,146	$	536,002	Cash and cash equivalents	$	385,903	$	416,012
Accounts receivable (net of allowance for doubtful accounts of $1,183 and $1,003 as of June 30, 2022 and December 31, 2021, respectively)		225,822		111,392
Accounts receivable (net of allowance for doubtful accounts of $1,585 and $1,361 as of March 31, 2023 and December 31, 2022, respectively)						Accounts receivable (net of allowance for doubtful accounts of $1,585 and $1,361 as of March 31, 2023 and December 31, 2022, respectively)	194,470		206,622
Inventory	Inventory	251,608		191,843		Inventory	252,455		272,074
Other current assets	Other current assets	30,561		37,947		Other current assets	49,579		47,192
Total current assets	Total current assets	1,073,137		877,184		Total current assets	882,407		941,900

Property and equipment, net	Property and equipment, net	923,470		831,427		Property and equipment, net	1,004,560		999,404
Operating lease assets	Operating lease assets	1,623,820		1,659,526		Operating lease assets	1,557,689		1,576,538
Goodwill	Goodwill	22,213		22,213		Goodwill	37,110		37,110
Intangible assets, net	Intangible assets, net	13,535		10,934		Intangible assets, net	14,202		14,485
Other noncurrent assets	Other noncurrent assets	85,658		107,217		Other noncurrent assets	81,218		83,470
Total assets	Total assets	$	3,741,833	$	3,508,501	Total assets	$	3,577,186	$	3,652,907

Liabilities and Stockholders' Equity:
Liabilities and Stockholders’ Equity:						Liabilities and Stockholders’ Equity:
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	382,302	$	206,420	Accounts payable	$	245,013	$	253,571
Current operating lease liabilities	Current operating lease liabilities	119,082		118,005		Current operating lease liabilities	111,781		113,940
Other current liabilities	Other current liabilities	214,895		194,853		Other current liabilities	184,303		216,138
Total current liabilities	Total current liabilities	716,279		519,278		Total current liabilities	541,097		583,649

Long term debt, net	Long term debt, net	524,487		524,781		Long term debt, net	524,051		524,206
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	1,606,031		1,655,359		Noncurrent operating lease liabilities	1,528,025		1,551,027
Other noncurrent liabilities	Other noncurrent liabilities	108,746		106,230		Other noncurrent liabilities	115,522		120,819
Total liabilities	Total liabilities	2,955,543		2,805,648		Total liabilities	2,708,695		2,779,701

Stockholders' equity:
Common stock, $0.001 par value, 216,000 shares of common stock authorized as of June 30, 2022 and December 31, 2021, and 14,856 and 14,839 shares of common stock issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		14		14
Stockholders’ equity:						Stockholders’ equity:
Common stock, $0.001 par value, 216,000 shares of common stock authorized as of March 31, 2023 and December 31, 2022, and 15,100 and 15,105 shares of common stock issued and outstanding as of March 31, 2023 and December 31, 2022, respectively						Common stock, $0.001 par value, 216,000 shares of common stock authorized as of March 31, 2023 and December 31, 2022, and 15,100 and 15,105 shares of common stock issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	16		14
Additional paid-in capital	Additional paid-in capital	788,710		785,597		Additional paid-in capital	793,281		791,711
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(158)		(198)		Accumulated other comprehensive loss	(8)		(19)
Accumulated deficit		(2,276)		(82,560)
Total stockholders' equity		786,290		702,853
Total liabilities and stockholders' equity		$	3,741,833	$	3,508,501
Retained earnings						Retained earnings	75,202		81,500
Total stockholders’ equity						Total stockholders’ equity	868,491		873,206

Total liabilities and stockholders’ equity						Total liabilities and stockholders’ equity	$	3,577,186	$	3,652,907

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 (Loss) Income (Unaudited)

(dollars in thousands, except per share amounts)

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Revenues:
Fuel $ 2,521,757 $ 1,328,631 $ 4,327,870 $ 2,405,889
Nonfuel 553,362 501,810 1,040,444 949,724
Rent and royalties from franchisees 3,929 3,839 7,806 7,763
Total revenues 3,079,048 1,834,280 5,376,120 3,363,376
Cost of goods sold (excluding depreciation):
Fuel 2,365,126 1,228,339 4,058,321 2,228,167
Nonfuel 221,584 198,708 413,368 370,930
Total cost of goods sold 2,586,710 1,427,047 4,471,689 2,599,097
Site level operating expense 260,103 233,996 512,147 461,226
Selling, general and administrative expense 46,400 36,590 87,709 72,520
Real estate rent expense 65,153 63,611 129,799 127,480
Depreciation and amortization expense 26,762 24,139 50,993 47,968
Other operating income, net (305) (872) (2,487) (872)
Income from operations 94,225 49,769 126,270 55,957
Interest expense, net 11,173 11,739 22,703 23,123
Other (income) expense, net (1,216) 1,304 (1,854) 2,701
Income before income taxes 84,268 36,726 105,421 30,133
Provision for income taxes (20,288) (7,779) (25,137) (6,929)
Net income 63,980 28,947 80,284 23,204
Less: net income for noncontrolling interest — (409) — (333)
Net income attributable to
   common stockholders $ 63,980 $ 29,356 $ 80,284 $ 23,537
Other comprehensive income (loss), net
of taxes:
Foreign currency income (loss), net of taxes
   of $(40), $19, $(21) and $35 respectively
$ 66 $ (9) $ 40 $ (17)
Other comprehensive income (loss)
attributable to common stockholders 66 (9) 40 (17)
Comprehensive income attributable to
   common stockholders $ 64,046 $ 29,347 $ 80,324 $ 23,520
Net income per share of common stock
   attributable to common stockholders:
Basic and diluted $ 4.31 $ 2.02 $ 5.41 $ 1.62


	Three Months Ended March 31,
	2023		2022
Revenues:
Fuel	$	1,720,057	$	1,806,114
Nonfuel	515,674		487,082
Rent and royalties from franchisees	3,287		3,877
Total revenues	2,239,018		2,297,073

Costs and expenses:
Fuel product cost	1,624,802		1,693,195
Nonfuel product cost	191,596		191,785
Site level operating expense	278,917		252,044
Selling, general and administrative expense	51,559		41,309
Real estate rent expense	64,701		64,646
Depreciation and amortization expense	27,099		24,231
Other operating expense (income), net	698		(2,182)

(Loss) income from operations	(354)		32,045

Interest expense, net	9,611		11,530
Other income, net	(906)		(638)
(Loss) income before income taxes	(9,059)		21,153
Benefit (provision) for income taxes	2,761		(4,849)


Net (loss) income attributable to common stockholders	$	(6,298)	$	16,304

Other comprehensive loss, net of taxes:
Foreign currency income (loss), net of taxes of $1 and $19, respectively	$	11	$	(26)
Other comprehensive income (loss) attributable to common stockholders	11		(26)

Comprehensive (loss) income attributable to common stockholders	$	(6,287)	$	16,278

Net (loss) income per share of common stock attributable to common stockholders:
Basic and diluted	$	(0.42)	$	1.10

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)

(dollars in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income		$	80,284	$	23,204
Net (loss) income						Net (loss) income	$	(6,298)	$	16,304
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Noncash rent credits, net		(10,944)		(11,634)
Deferred rent payments and noncash rent adjustments						Deferred rent payments and noncash rent adjustments	(5,991)		(5,725)
Depreciation and amortization expense	Depreciation and amortization expense	50,993		47,968		Depreciation and amortization expense	27,099		24,231
Gain on sale of assets						Gain on sale of assets	(152)		(2,182)
Deferred income taxes	Deferred income taxes	25,391		6,748		Deferred income taxes	(5,523)		4,804
Gain on sale of assets, net		(2,487)		(872)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(114,736)		(48,712)		Accounts receivable	11,911		(90,503)
Inventory	Inventory	(56,641)		6,922		Inventory	19,620		(29,987)
Other assets	Other assets	8,893		8,622		Other assets	(4,627)		3,642
Accounts payable and other liabilities	Accounts payable and other liabilities	192,446		85,761		Accounts payable and other liabilities	(30,740)		137,266
Other, net	Other, net	2,333		6,067		Other, net	3,522		1,269
Net cash provided by operating activities	Net cash provided by operating activities	175,532		124,074		Net cash provided by operating activities	8,821		59,119

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(89,455)		(27,409)		Capital expenditures	(38,803)		(50,053)
Acquisitions of travel centers and other sites, net of cash acquired		(53,821)		—
Proceeds from other asset sales		597		7,416
Investment in equity investees		(1,000)		(1,350)
Other, net		952		148
Investment in equity investee						Investment in equity investee	—		(1,000)
Other						Other	1,942		1,833
Net cash used in investing activities	Net cash used in investing activities	(142,727)		(21,195)		Net cash used in investing activities	(36,861)		(49,220)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Payments on West Greenwich Loan		(332)		(332)
Payments on Term Loan Facility		(1,000)		(1,000)
Distributions to noncontrolling interest		—		(80)
Acquisition of stock from employees		(60)		(87)
Payments on long term debt						Payments on long term debt	(704)		(666)
Other, net	Other, net	(2,226)		(1,342)		Other, net	(1,365)		(1,118)
Net cash used in financing activities	Net cash used in financing activities	(3,618)		(2,841)		Net cash used in financing activities	(2,069)		(1,784)

Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(43)		62		Effect of exchange rate changes on cash	—		36
Net increase in cash and cash equivalents		29,144		100,100
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(30,109)		8,151
Cash and cash equivalents at the beginning of the period	Cash and cash equivalents at the beginning of the period	536,002		483,151		Cash and cash equivalents at the beginning of the period	416,012		536,002
Cash and cash equivalents at the end of the period	Cash and cash equivalents at the end of the period	$	565,146	$	583,251	Cash and cash equivalents at the end of the period	$	385,903	$	544,153

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Lease modification (operating to finance lease)		$	—	$	28,201
Interest paid, net of capitalized interest	Interest paid, net of capitalized interest	22,303		21,840		Interest paid, net of capitalized interest	$	12,387	$	10,984
Income taxes (paid) refunded, net		(1,525)		27
Income taxes paid, net						Income taxes paid, net	(25)		(155)

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

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TravelCenters of America Inc.

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

(dollars and shares 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
March 31, 2022 14,837 $ 14 $ 786,798 $ (224) $ (66,256) $ 720,332 $ — $ 720,332
Grants under share award plan and
   stock based compensation, net
19 — 1,912 — — 1,912 — 1,912
Other comprehensive income,
   net of taxes
— — — 66 — 66 — 66
Net income — — — — 63,980 63,980 — 63,980
June 30, 2022 14,856 $ 14 $ 788,710 $ (158) $ (2,276) $ 786,290 $ — $ 786,290
March 31, 2021 14,564 $ 14 $ 782,524 $ (213) $ (146,903) $ 635,422 $ 409 $ 635,831
Grants under share award plan and
   stock based compensation, net
17 — 1,213 — — 1,213 — 1,213
Other changes — — (600) — — (600) — (600)
Other comprehensive loss,
   net of taxes
— — — (9) — (9) — (9)
Net income — — — — 29,356 29,356 (409) 28,947
June 30, 2021 14,581 $ 14 $ 783,137 $ (222) $ (117,547) $ 665,382 $ — $ 665,382


	Number of Shares of Common Stock	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity
December 31, 2022	15,105	$	14	$	791,711	$	(19)	$	81,500	$	873,206
Grants under share award plan and stock based compensation, net	(5)	2		1,570		—		—		1,572
Other comprehensive income, net of taxes	—	—		—		11		—		11
Net loss	—	—		—		—		(6,298)		(6,298)
March 31, 2023	15,100	$	16	$	793,281	$	(8)	$	75,202	$	868,491

December 31, 2021	14,839	$	14	$	785,597	$	(198)	$	(82,560)	$	702,853
Grants under share award plan and stock based compensation, net	(2)	—		1,201		—		—		1,201
Other comprehensive loss, net of taxes	—	—		—		(26)		—		(26)
Net income	—	—		—		—		16,304		16,304
March 31, 2022	14,837	$	14	$	786,798	$	(224)	$	(66,256)	$	720,332

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, 2021 14,839 $ 14 $ 785,597 $ (198) $ (82,560) $ 702,853 $ — $ 702,853
Grants under share award plan and
   stock based compensation, net
17 — 3,113 — — 3,113 — 3,113
Other comprehensive income,
   net of taxes
— — — 40 — 40 — 40
Net income — — — — 80,284 80,284 — 80,284
June 30, 2022 14,856 14 788,710 (158) (2,276) 786,290 — 786,290
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
7 — 1,896 — — 1,896 — 1,896
Distribution to
   noncontrolling interest — — — — — — (80) (80)
Other changes — — (600) — — (600) — (600)
Other comprehensive loss,
   net of taxes
— — — (17) — (17) — (17)
Net income — — — — 23,537 23,537 (333) 23,204
June 30, 2021 14,581 14 783,137 (222) (117,547) 665,382 — 665,382

~~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. As of ~~June 30, 2022,~~March 31, 2023, we operated or franchised ~~282~~286 travel centers, three 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.

As of ~~June 30, 2022,~~March 31, 2023, our business included ~~276~~286 travel centers in 44 states in the United States, primarily along the U.S. interstate highway system, operated primarily under the ~~"TravelCenters~~“TravelCenters of America,~~" "TA," "TA~~” “TA,” “TA Express,~~" "Petro~~” “Petro Stopping ~~Centers"~~Centers” and ~~"Petro"~~“Petro” brand names. Of these travel centers, we owned ~~52,~~56, we leased 181, we operated 2two for a joint venture and 4147 were owned or leased from others by our franchisees. We operated ~~234~~239 of our travel centers and franchisees operated ~~42 travel centers. As of July 8, 2022, we now operate 235 of our travel centers and franchisees operated 41~~47 travel centers. 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 and various customer amenities.

As of ~~June 30, 2022,~~March 31, 2023, our business included 5three standalone truck service facilities ~~operated~~that we operate under the ~~"TA~~“TA Truck ~~Service"~~Service” brand name. Of these standalone truck service facilities, we leased 3two and owned 2.one. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks.

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 1one 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. On April 26, 2022, we ceased operations at our only travel center located in a foreign country, Canada, which we did not consider material to our operations. On March 2, 2022, we entered into 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.

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, ~~2021,~~2022, 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 current economic conditions have, and may in the future, significantly alter the seasonal aspects of our 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.

The Proposed Merger

On February 15, 2023, we entered into an Agreement and Plan of Merger, the Merger Agreement, with BP Products North America Inc., or BP, and Bluestar RTM Inc., or Merger Subsidiary, pursuant to which Merger Subsidiary will merge with and into TA, or the Merger, with TA surviving the Merger.

As a result of the Merger, at the effective time of the Merger, or the Effective Time, each share of our common stock outstanding immediately prior to the Effective Time (other than shares of our common stock (i) owned by BP or Merger Subsidiary immediately prior to the Effective Time, or (ii) held by any subsidiary of ours or BP (other than Merger Subsidiary) immediately prior to the Effective Time), will be converted into the right to receive $86.00 in cash, without interest, or the Merger Consideration.

Immediately prior to the Effective Time, each then-outstanding share of our common stock granted subject to vesting or other lapse restrictions under any TA stock plan that is outstanding immediately prior to the Effective Time will vest in full and become free of such restrictions and will be converted into the right to receive the Merger Consideration under the same terms and conditions as apply to the receipt of the Merger Consideration by holders of our common stock generally.

The closing of the Merger is subject to the satisfaction or waiver of certain conditions, including, among other things, (i) receipt by us of approval from our stockholders, or the Company Stockholder Approval, (ii) that there is no temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of competent jurisdiction in effect

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

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

enjoining or otherwise prohibiting the consummation of the Merger, (iii) the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, which expired on April 10, 2023, and all other approvals under antitrust laws, (iv) the accuracy of the representations and warranties contained in the Merger Agreement (subject to specified materiality qualifiers), (v) compliance with the covenants and obligations under the Merger Agreement in all material respects; (vi) the absence of a material adverse effect with respect to TA; and (vii) the execution, release and delivery of the Consent and Amendment Agreement, dated as of February 15, 2023, by and among us, our subsidiary TA Operating LLC, BP, Service Properties Trust, or SVC, and certain of SVC’s subsidiaries, or the SVC Consent Agreement, and all agreements entered into pursuant thereto.

We have made customary representations and warranties in the Merger Agreement and have agreed to customary covenants regarding the operation of our business prior to the Effective Time.

The Merger Agreement also includes a covenant requiring us not to solicit any acquisition proposal, and, subject to certain exceptions, not to enter into or participate or engage in any discussions or negotiations with, related to an acquisition proposal or enter into any letter of intent, acquisition agreement or other similar agreement relating to an acquisition proposal. Further, our board of directors will not withhold, withdraw, amend or modify, or publicly propose to do any of the foregoing, its recommendation in a manner adverse to BP, adopt, approve or recommend to our stockholders an acquisition proposal, fail to reaffirm its recommendation within 10 business days following BP’s written request, fail to recommend against acceptance of a tender or exchange offer for shares of our common stock within 10 business days after the commencement thereof, nor fail to include its recommendation in the proxy statement related to the Merger. Notwithstanding these restrictions, at any time prior to obtaining the Company Stockholder Approval, if we have received a written, bona fide, unsolicited acquisition proposal from any third party (or a group of third parties) that our board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to lead to a superior proposal, and the failure to take the following actions would reasonably be expected to be inconsistent with its duties under applicable law, then we, directly or indirectly through certain specified representatives may, subject to certain conditions, engage in discussions with such third party and furnish to such third party non-public information relating to us pursuant to an acceptable confidentiality agreement. Further, at any time prior to obtaining the Company Stockholder Approval, in respect to a superior proposal we receive after the date of the Merger Agreement on an unsolicited basis, if our board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be reasonably expected to be inconsistent with its duties under applicable law, our board of directors may, subject to compliance with certain conditions, (i) make an Adverse Recommendation Change (as defined in the Merger Agreement) or (ii) cause us to terminate the Merger Agreement in compliance with the terms of the Merger Agreement in order to enter into a binding written definitive agreement providing for such superior proposal.

The Merger Agreement contains certain termination rights for us and BP. Upon termination of the Merger Agreement in accordance with its terms, under certain specified circumstances, we will be required to pay BP a termination fee in an amount equal to $51,900, including if the Merger Agreement is terminated due to our acceptance of an unsolicited superior proposal or due to our board of directors changing its recommendation to our stockholders to vote to approve the Merger Agreement. The Merger Agreement further provides that BP will be required to pay us a termination fee in an amount equal to $90,900 in the event the Merger Agreement is terminated under certain specified circumstances and receipt of antitrust approval has not been obtained by such time. Subject to certain exceptions and limitations, either party may terminate the Merger Agreement if the Merger is not consummated by November 15, 2023, subject to (x) an automatic 90-day extension and (y) an additional 90-day extension under certain circumstances.

In connection with entering into the Merger Agreement, we agreed with BP and SVC to amend and restate our subsidiary’s leases with certain of SVC’s subsidiaries, and corresponding guaranty agreements, in each case effective at the Effective Time, conditioned on the occurrence of the closing of the Merger. SVC has consented to the entry by TA into the Merger Agreement and the consummation of the transactions contemplated thereby and any resulting change in control or assignment of TA resulting from either or both of the Merger and such transactions. In addition, SVC has agreed to vote its shares in favor of the sale.

Subject to the satisfaction of the remaining conditions to the closing of the Merger, we expect the closing of the transactions contemplated by the Merger Agreement to occur by May 15, 2023.

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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 ~~June 30, 2022,~~March 31, 2023, was ~~$331,312.~~

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

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

$333,996.

Recently Issued Accounting Pronouncement and Other Accounting Matters

The following table summarizes recent accounting standard updates, or ASUs, issued by the Financial Accounting Standards Board, or FASB, that could have an impact on our consolidated financial statements.

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, as amended by ASU 2021-01 and ASU 2022-06

~~This update provides~~These updates provide 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.~~reform; clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition; and defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.

January 1, 2023

~~We are currently assessing whether this update will~~These updates did not 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, less estimates for variable consideration (such as customer loyalty programs and customer rebates), and 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 travel center locations. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees.

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. Nonfuel revenues disaggregated by type of good or service for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ were as follows:


	Three Months Ended March 31,
	2023		2022
Nonfuel revenues:
Store and retail services	$	179,437	$	179,540
Truck service	207,441		188,384
Restaurant	82,880		74,338
Diesel exhaust fluid	45,916		44,820
Total nonfuel revenues	$	515,674	$	487,082

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Notes to Consolidated Financial Statements (Unaudited)

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

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Nonfuel revenues:
Store and retail services $ 200,424 $ 194,440 $ 379,964 $ 366,212
Truck service 218,210 194,197 406,594 365,328
Restaurant 86,626 79,938 160,964 153,807
Diesel exhaust fluid 48,102 33,235 92,922 64,377
Total nonfuel revenues $ 553,362 $ 501,810 $ 1,040,444 $ 949,724

Contract Liabilities

~~Our~~As of December 31, 2022, our contract liability balances (for customer loyalty programs, deferred franchise fees and gift cards) totaled $32,132, of which $27,807 was recognized as revenue during three months ended March 31, 2023. As of March 31, 2023, our contract liabilities ~~which~~totaled $31,889 and 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
62,076 1,394 63,470
Revenues recognized from satisfied performance
obligations during the period
(71,177) (1,791) (72,968)
Other 9,390 (430) 8,960
June 30, 2022 $ 26,409 $ 5,329 $ 31,738

liabilities. As of ~~June 30, 2022,~~March 31, 2023, we expect that the unsatisfied performance obligations relating to our customer loyalty programs and other contract liabilities of $25,124, will generally be satisfied within 12 months.

As of ~~June 30, 2022,~~March 31, 2023, the deferred initial and renewal franchise fee revenue expected to be recognized in future periods is approximately ~~$500~~ $750 for each of the years ~~2022~~2023 through ~~2026.~~2027.

3. ~~Acquisition and Disposition Activity~~

~~2022 Acquisitions~~

On April 1, 2022 , we acquired certain assets of our previously franchised travel center sites in Lexington, Virginia and Raphine, Virginia for total cash consideration of $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 had been franchise locations since 2011. We have included the operating results of the acquisition and a preliminary purchase price allocation in our Consolidated Financial Statements beginning on April 1, 2022. The pro forma impact of these acquisitions, including the respective results of operations from the beginning of the periods presented, are not material to our consolidated financial statements.

We continue to obtain information to complete the valuation of certain assets and liabilities, and expect to complete these valuations no later than one year from the date of acquisition. We will make adjustments to the fair values of the identifiable assets acquired and liabilities assumed as those valuations are finalized. We do not expect these adjustments to be material.

As of June 30, 2022, the following table summarizes the preliminary fair values we recorded for the assets acquired and liabilities assumed. The intangible assets, net figure represents a reacquired franchise right with a weighted average amortization period of approximately four years based on the contractual lives of the applicable franchise agreements.

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~~TravelCenters of America Inc.~~

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

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


	~~Preliminary Fair Value~~
~~Cash and cash equivalents~~	$	46
~~Inventory~~	~~2,849~~
~~Property and equipment, net~~	~~45,654~~
~~Intangible assets, net~~	~~3,022~~
~~Other current and non-current liabilities~~	~~(123)~~
~~Total assets acquired and liabilities assumed~~	$	~~51,448~~

During the second quarter of 2022, we also acquired 1 standalone truck service facility in Stewartsville, New Jersey and assumed operation of a travel center located in Montgomery, Alabama, which is owned by us, but which was previously leased and franchised by us to a former tenant/franchisee. In connection with such assumption, we purchased from the former tenant/franchisee certain assets used in connection with the operation of the travel center. The aggregate amount of the assets purchased for both transactions was $2,435 in cash.

On July 8, 2022, we assumed operation of a travel center located in Sweetwater, Texas, which is owned by us, but which was previously leased and franchised by us to a former tenant/franchisee. In connection with such assumption, we purchased from the former tenant/franchisee for an immaterial amount certain assets used in connection with the operation of the travel center.

On July 27, 2022, we acquired the assets of a previously franchised travel center site in Oak Grove, Missouri for total cash consideration of $15,349, inclusive of certain closing costs and other purchase price adjustments, in order to expand our company owned network of travel centers. Operating results of the acquisition will be included in our Consolidated Financial Statements beginning on July 27, 2022. We are in the process of determining the fair value of certain identifiable assets, and the purchase price allocation will be completed with finalization of these valuations in future quarters.

~~2022 Disposition Activity~~

On March 2, 2022, we entered into an agreement to sell our travel center located in the city of Woodstock, Ontario, Canada, or Woodstock, which we stopped operating in April 2022, 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, Stockholders~~Property, Plant, and Equipment.~~’ As of June 30, 2022, the held for sale assets and liabilities consisted of inventory of $198, property and equipment, net of $1,756 and other current liabilities of $626. 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 by December 31, 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.Equity

In connection with the closure of the travel center in April 2022, during the six months ended June 30, 2022, we recognized expenses of $375 for employee termination benefits, which were paid during the second quarter of 2022, and $630 related to environmental remediation. These expenses were included in site level operating expense in our consolidated statements of operations and comprehensive income.

~~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 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 three months ended June 30, 2021, we recognized a~~ ~~$606~~ ~~loss on the sale of~~ ~~QSL, which was included in other operating income, net~~ in our consolidated statements of operations and comprehensive income. During the first quarter of 2021, we recorded impairment charges of $650, primarily resulting from the change in fair value of underlying assets sold,

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~~TravelCenters of America Inc.~~

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

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

~~which were included in depreciation and amortization expense in our consolidated statements of operations and comprehensive income.~~

~~4. Stockholders' Equity~~

The following table presents a reconciliation of net income attributable to common stockholders to net (loss) income available to common stockholders and the related (loss) earnings per share of common stock for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.
Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Net income attributable to common stockholders $ 63,980 $ 29,356 $ 80,284 $ 23,537
Less: net income attributable to
participating securities
1,987 667 2,506 545
Net income available to common stockholders $ 61,993 $ 28,689 $ 77,778 $ 22,992
Weighted average shares of common stock(1)
14,380 14,236 14,376 14,232
Basic and diluted net income per share of common stock attributable to common stockholders $ 4.31 $ 2.02 $ 5.41 $ 1.62


	Three Months Ended March 31,
	2023		2022
Net (loss) income attributable to common stockholders	$	(6,298)	$	16,304
Less: net (loss) income attributable to participating securities	(231)		512
Net (loss) income available to common stockholders	$	(6,067)	$	15,792

Weighted average shares of common stock(1)	14,547		14,372

Basic and diluted net (loss) income per share of common stock attributable to common stockholders	$	(0.42)	$	1.10

(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 ~~June 30,~~March 31, 2023 and 2022, was 554 and ~~2021, was 461 and 331, respectively. The weighted average number of unvested shares of common stock outstanding for the six months ended June 30, 2022 and 2021, was 463 and 337,~~466, respectively.

5.4. 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 5five 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 ~~June 30, 2022,~~March 31, 2023, 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 1one ground lease pursuant to 1one SVC ~~lease~~Lease were classified as finance leases. 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, in our consolidated balance sheets.

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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 ~~June 30, 2022,~~March 31, 2023, we leased from SVC a total of ~~179~~177 properties under 5five leases. We refer to these 5five leases collectively as the SVC Leases. The SVC Leases expire between 2029 and 2035, subject to our right to extend those leases. We have 2two renewal options of 15 years under each of the SVC 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, we recorded $28,201 in other noncurrent assets, $1,158 in other current liabilities and $27,046 in other noncurrent liabilities on our consolidated balance sheets in the first quarter of 2021.

We recognized total real estate rent expense under the SVC Leases of ~~$64,300~~$63,601 and ~~$61,057~~$63,907 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $128,207 and $122,060 for the six months ended June 30, 2022 and 2021,~~ respectively. Included in these rent expense amounts are percentage rent payable of ~~$2,839~~$2,385 and ~~$1,591 for the three months ended June 30, 2022 and 2021, respectively, and $5,338 and $2,977 for the six months ended June 30, 2022 and 2021,~~$2,499 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 $8,807 for the three and six month periods, respectively, and~~net adjustments to record minimum annual rent on a straight line basis over the terms of the leases, ~~and~~the estimated future payments by us for the cost of removing underground storage tanks on a straight line ~~basis.~~basis and the benefit of other lease incentives. As of ~~June 30, 2022,~~March 31, 2023, the present value of the estimated future payments related to these underground storage tanks were ~~$26,421~~$27,775 and are recorded in other noncurrent liabilities on our consolidated balance sheets. ~~The~~As of December 31, 2022, the remaining balance of our deferred rent obligations was ~~$13,211 as of June 30, 2022~~$4,404 and ~~is scheduled to be fully~~we paid bythat amount in January ~~31,~~ 2023.

As of ~~June 30, 2022,~~March 31, 2023, 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 six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

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 ~~$481~~$576 and ~~$517~~$423 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $904 and $1,003 for the six months ended June 30, 2022 and 2021,~~ respectively.

Lease Costs

Our lease costs are included in various balances in our consolidated statements of operations and comprehensive (loss) income, as shown in the following ~~tables.~~table. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ our lease costs consisted of the following:


	Classification in our Consolidated Statements of Operations and Comprehensive (Loss) Income	Three Months Ended March 31,
		2023		2022
Operating lease costs: SVC Leases	Real estate rent expense	$	60,738	$	60,964
Operating lease costs: other	Real estate rent expense	906		552
Variable lease costs: SVC Leases	Real estate rent expense	2,863		2,943
Variable lease costs: other	Real estate rent expense	194		187
Total real estate rent expense		64,701		64,646
Operating lease costs: equipment and other	Site level operating expense and selling, general and administrative expense	832		942
Financing lease costs: equipment and other	Site level operating expense	60		155
Short-term lease costs	Site level operating expense and selling, general and administrative expense	216		105
Amortization of finance lease assets: SVC Leases	Depreciation and amortization expense	553		553
Amortization of finance lease assets: other	Depreciation and amortization expense	983		757
Interest on finance lease liabilities: SVC Leases	Interest expense, net	282		298
Interest on finance lease liabilities: other	Interest expense, net	167		164
Sublease income	Nonfuel revenues	(576)		(423)
Net lease costs		$	67,218	$	67,197

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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 Three Months Ended
June 30,
2022 2021
Operating lease costs: SVC Leases Real estate rent expense $ 60,964 $ 58,952
Operating lease costs: other Real estate rent expense 629 2,398
Variable lease costs: SVC Leases Real estate rent expense 3,336 2,105
Variable lease costs: other Real estate rent expense 224 156
Total real estate rent expense 65,153 63,611
Operating lease costs: equipment and other
Site level operating expense and selling,
   general and administrative expense
993 776
Financing lease costs: equipment and other Site level operating expense 63 77
Short-term lease costs
Site level operating expense and selling,
   general and administrative expense
107 175
Amortization of finance lease assets:
   SVC Leases Depreciation and amortization expense 553 553
Amortization of finance lease assets: other Depreciation and amortization expense 831 409
Interest on finance lease liabilities:
   SVC Leases Interest expense, net 294 308
Interest on finance lease liabilities: other Interest expense, net 173 108
Sublease income Nonfuel revenues (481) (517)
Net lease costs $ 67,686 $ 65,500

Classification in our Consolidated
Statements of Operations
and Comprehensive Income Six Months Ended
June 30,
2022 2021
Operating lease costs: SVC Leases Real estate rent expense $ 121,928 $ 118,089
Operating lease costs: other Real estate rent expense 1,181 5,082
Variable lease costs: SVC Leases Real estate rent expense 6,279 3,971
Variable lease costs: other Real estate rent expense 411 338
Total real estate rent expense 129,799 127,480
Operating lease costs: equipment and other
Site level operating expense and selling,
   general and administrative expense
1,935 1,622
Financing lease costs: equipment and other Site level operating expense 237 99
Short-term lease costs
Site level operating expense and selling,
   general and administrative expense
212 342
Amortization of finance lease assets:
   SVC Leases Depreciation and amortization expense 1,106 737
Amortization of finance lease assets: other Depreciation and amortization expense 1,588 659
Interest on finance lease liabilities:
   SVC Leases Interest expense, net 592 411
Interest on finance lease liabilities: other Interest expense, net 337 189
Sublease income Nonfuel revenues (904) (1,003)
Net lease costs $ 134,902 $ 130,536

~~Lease Assets and Liabilities~~

~~As of June 30, 2022 and December 31, 2021, our operating lease assets and liabilities consisted of the following:~~

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~~TravelCenters of America Inc.~~

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

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

June 30,
2022 December 31,
2021
Operating lease assets:
SVC Leases $ 1,606,057 $ 1,649,142
Other 17,763 10,384
Total operating lease assets $ 1,623,820 $ 1,659,526
Current operating lease liabilities:
SVC Leases $ 114,767 $ 114,372
Other 4,315 3,633
Total current operating lease liabilities $ 119,082 $ 118,005
Noncurrent operating lease liabilities:
SVC Leases $ 1,592,022 $ 1,648,112
Other 14,009 7,247
Total noncurrent operating lease liabilities $ 1,606,031 $ 1,655,359

~~During the six months ended June 30, 2022 and 2021, we paid $140,742 and $139,113, respectively, for amounts that had been included in the measurement of our operating lease liabilities.~~

~~As of June 30, 2022 and December 31, 2021, our finance lease assets and liabilities consisted of the following:~~

June 30,
2022 December 31,
2021
Finance lease assets:
SVC Leases $ 25,436 $ 26,542
Other 16,963 15,781
Total finance lease assets $ 42,399 $ 42,323
Current finance lease liabilities:
SVC Leases $ 1,578 $ 1,517
Other 3,287 2,814
Total current finance lease liabilities $ 4,865 $ 4,331
Noncurrent finance lease liabilities:
SVC Leases $ 25,218 $ 25,974
Other 14,160 13,240
Total noncurrent finance lease liabilities $ 39,378 $ 39,214

~~During the six months ended June 30, 2022 and 2021, we paid $2,152 and $987, respectively, for amounts that had been included in the measurement of our finance lease liabilities.~~

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Notes to Consolidated Financial Statements (Unaudited)

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

Lease Assets and Liabilities

As of March 31, 2023 and December 31, 2022, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC:


	March 31, 2023		December 31, 2022
Operating lease assets:
SVC Leases	$	1,531,944	$	1,560,616
Other	25,745		15,922
Total operating lease assets	$	1,557,689	$	1,576,538

Current operating lease liabilities:
SVC Leases	$	107,984	$	110,521
Other	3,797		3,419
Total current operating lease liabilities	$	111,781	$	113,940

Noncurrent operating lease liabilities:
SVC Leases	$	1,505,574	$	1,538,031
Other	22,451		12,996
Total noncurrent operating lease liabilities	$	1,528,025	$	1,551,027

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Notes to Consolidated Financial Statements (Unaudited)

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

As of March 31, 2023 and December 31, 2022, our finance lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC:


	March 31, 2023		December 31, 2022
Finance lease assets:
SVC Leases	$	23,777	$	24,330
Other	15,513		16,205
Total finance lease assets	$	39,290	$	40,535

Current finance lease liabilities:
SVC Leases	$	1,586	$	1,552
Other	3,756		3,690
Total current finance lease liabilities	$	5,342	$	5,242

Noncurrent finance lease liabilities:
SVC Leases	$	24,106	$	24,517
Other	12,327		13,934
Total noncurrent finance lease liabilities	$	36,433	$	38,451

Lease Maturities and Other Information

Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of ~~June 30, 2022,~~March 31, 2023, were as follows:


		SVC Leases		Other		Total			SVC Leases (1)		Other		Total
Years ended December 31:	Years ended December 31:							Years ended December 31:
2022		$	134,504	$	2,716	$	137,220
2023	2023	255,469		3,859		259,328		2023	$	187,645	$	3,942	$	191,587
2024	2024	251,295		2,773		254,068		2024	250,388		4,922		255,310
2025	2025	251,283		2,683		253,966		2025	250,375		4,848		255,223
2026	2026	251,278		2,385		253,663		2026	250,371		4,335		254,706
2027								2027	250,392		3,464		253,856
Thereafter	Thereafter	1,538,649		6,356		1,545,005		Thereafter	1,285,536		11,541		1,297,077
Total operating lease payments	Total operating lease payments	2,682,478		20,772		2,703,250		Total operating lease payments	2,474,707		33,052		2,507,759
Less: present value discount(1)	Less: present value discount(1)	(975,689)		(2,448)		(978,137)		Less: present value discount(1)	(861,149)		(6,799)		(867,948)
Present value of operating lease liabilities	Present value of operating lease liabilities	$	1,706,789	$	18,324	$	1,725,113	Present value of operating lease liabilities	$	1,613,558	$	26,253	$	1,639,811

(1)Includes rent for properties we sublease from SVC.

(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 ~~June 30, 2022,~~March 31, 2023, was approximately 1110 years. Our weighted average discount rate for our operating leases as of ~~June 30, 2022,~~March 31, 2023, was approximately 9.1%.

During the three months ended March 31, 2023 and 2022, we paid real estate rent payments of $70,693 and $70,371, 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)

Maturities of ~~the financing~~our finance lease liabilities ~~related to the amended SVC lease noted above~~ that had remaining noncancelable lease terms in excess of one year as of ~~June 30, 2022,~~March 31, 2023, were as follows:


		SVC Lease		Other		Total			SVC Leases (1)		Other		Total
Years ended December 31:	Years ended December 31:							Years ended December 31:
2022		$	1,304	$	1,942	$	3,246
2023	2023	2,656		3,884		6,540		2023	$	1,996	$	3,297	$	5,293
2024	2024	2,722		3,442		6,164		2024	2,722		3,954		6,676
2025	2025	2,790		3,042		5,832		2025	2,790		3,349		6,139
2026	2026	2,860		3,025		5,885		2026	2,860		2,982		5,842
2027								2027	2,932		2,685		5,617
Thereafter	Thereafter	22,126		4,176		26,302		Thereafter	19,194		1,416		20,610
Total financing lease payments		34,458		19,511		53,969
Total finance lease payments								Total finance lease payments	32,494		17,683		50,177
Less: present value discount(1)	Less: present value discount(1)	(7,662)		(2,064)		(9,726)		Less: present value discount(1)	(6,802)		(1,600)		(8,402)
Present value of financing lease liabilities		$	26,796	$	17,447	$	44,243
Present value of finance lease liabilities								Present value of finance lease liabilities	$	25,692	$	16,083	$	41,775

(1)Includes rent for properties we sublease from SVC.

(2) 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 ~~June 30, 2022,~~March 31, 2023, was approximately 98 years. Our weighted average discount rate for our finance leases as of ~~June 30, 2022,~~March 31, 2023, was approximately 4.3%.

During the three months ended March 31, 2023 and 2022, we paid $1,818 and $1,035, respectively, for amounts that had been included in the measurement of our finance lease liabilities.

In connection with entering into the Merger Agreement, we and our wholly-owned subsidiary, TA Operating LLC, or together the TCA Parties, entered into the SVC Consent Agreement with SVC pursuant to which, among other things, SVC consented to our entering into the Merger Agreement and the consummation of the Merger and agreed to enter into amended and restated lease and guarantee agreements with the applicable TCA Parties, which would be entered into at the effective time of the Merger. For more information about the Merger and the SVC Consent Agreement, see Notes 1 and 6 of this Quarterly Report.

As a Lessor

~~We leased 1 travel center~~During 2022, we acquired the operating assets related to ~~a franchisee as of June 30, 2022, and 2~~two travel centers we previously leased to ~~franchisees as of June 30, 2021.~~franchisees. Rent revenues from these operating leases totaled $595 ~~and $584~~ for the three months ended June 30, 2022 and 2021, respectively, and $1,190 and $1,168 for the six months ended June 30, 2022 and 2021, respectively. We acquired the operating assets of these franchisee-operated travel centers in the second and third quarters ofMarch 31, 2022. ~~See Note 3 of this Quarterly Report~~

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~~TravelCenters of America Inc.~~

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

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

~~for more information about these acquisitions.~~ 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 ~~we own~~ to third parties to operate other retail operations.

6.5. 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 $4,249~~of $3,544 and ~~$3,661~~$3,639 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and~~ ~~$7,888~~ ~~and $6,596 for the six months ended June 30, 2022 and 2021,~~ respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive (loss) income. For more information about our relationship with RMR, see Note 76 of this Quarterly Report and ~~Note 12 of~~ our Annual Report.

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TravelCenters of America Inc.

7.Notes to Consolidated Financial Statements (Unaudited)

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

6. 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 1one 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., 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~~SVC’s officers also serve as officers and employees of RMR. Some of our Independent Directors also 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 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 ~~June 30, 2022,~~March 31, 2023, Mr. Portnoy beneficially owned 662 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~~SVC’s largest tenant and SVC is our principal landlord and ~~second largest stockholder.~~a significant stockholder of ours. As of ~~June 30, 2022,~~March 31, 2023, SVC owned 1,185 shares of our common stock, representing approximately ~~8.0%~~7.8% of our outstanding shares of common stock. As of ~~June 30, 2022,~~March 31, 2023, we leased from SVC a total of ~~179~~177 travel center properties under the SVC Leases. See Note 54 of this Quarterly Report for more information about our lease agreements with SVC.

In connection with our entering into the Merger Agreement, SVC entered into the SVC Consent Agreement. SVC also entered into a voting agreement with BP pursuant to which SVC agreed to vote all of its shares of our common stock in favor of our sale to BP and against any alternative acquisition proposal. See Notes 1 and 4 of this Quarterly Report for more information about our sale to BP and the Consent Agreement.

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 65 of this Quarterly Report for more information about our business management agreement with RMR.

~~Sale~~In connection with the Merger Agreement, on February 15, 2023, RMR entered into a voting agreement with BP pursuant to which RMR agreed to vote all of ~~Property~~

~~In May 2021, we sold a property located~~its shares of our common stock in ~~Mesquite, Texas~~favor of our sale 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~~BP 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 income, net for the three and six months ended June 30, 2021.against any alternative acquisition proposal.

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)~~

8.7. 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

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TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

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

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 ~~June 30, 2022,~~March 31, 2023, we ~~accrued~~had a current liability of ~~$2,685, of which $626 related to the potential sale of our travel center located in Canada,~~$2,572 and a noncurrent liability of ~~$1,108~~$1,068 for environmental matters as well as a receivable, which is recorded in noncurrent assets in our consolidated ~~balances~~balance sheets, for expected recoveries of certain of these estimated future expenditures of $868, resulting in an estimated net amount of $2,925 that we expect to fund in the future. See Note 3 of this Quarterly Report for more information about the potential sale of our travel center in Canada.$578. 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 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.

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~~TravelCenters of America Inc.~~

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

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

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 and our directors are also involved in litigation related to the Merger and certain of our disclosures about the Merger. 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.

9.8. Inventory

Inventory as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022 consisted of the following:


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Nonfuel products	Nonfuel products	$	185,999	$	146,313	Nonfuel products	$	205,569	$	212,811
Fuel products	Fuel products	65,609		45,530		Fuel products	46,886		59,263
Total inventory	Total inventory	$	251,608	$	191,843	Total inventory	$	252,455	$	272,074

~~10. Equity Investments~~

QuikQ, an independent full service fuel payment solutions provider, is a joint venture between us and Love's Travel Stops & Country Stores, Inc. On April 30, 2021, we reduced our ownership in Epona, LLC, owner of QuikQ, from 50% to less than 50%, for which a pre-tax loss of $1,826 was recognized in other (income) expense, net in our consolidated statements of operations and comprehensive income during the three months ended June 30, 2021. The investment will continue to be accounted for under the equity method.

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Item 2. ~~Management's~~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 Part I, Item 1 of 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, ~~2021,~~2022, or our Annual Report. Unless indicated otherwise, amounts are in thousands of dollars, ~~gallons and~~ shares of common stock or gallons, as ~~applicable, unless indicated otherwise.~~applicable.

Company Overview

TravelCenters of America Inc. is a Maryland corporation. As of ~~June 30, 2022,~~March 31, 2023, we operated or franchised ~~276~~286 travel centers, three 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.

Recent Significant Events

The Proposed Merger

On February 15, 2023, we entered into an Agreement and Plan of Merger, or the Merger Agreement, with BP Products North America Inc., or BP, Bluestar RTM Inc., a Maryland corporation and an indirect wholly-owned subsidiary of BP, or Merger Subsidiary, pursuant to which Merger Subsidiary will merge with and into the Company, or the Merger, with the Company surviving the Merger.

As a result of the Merger, at the effective time of the Merger, or the Effective Time, each share of our common stock, par value $0.001 per share, outstanding immediately prior to the Effective Time (other than shares of our common stock (i) owned by BP or Merger Subsidiary immediately prior to the Effective Time, or (ii) held by any Subsidiary (as defined in the Merger Agreement) of the Company or BP (other than Merger Subsidiary) immediately prior to the Effective Time), will be converted into the right to receive $86.00 in cash, without interest, or the Merger Consideration.

The closing of the Merger is subject to the satisfaction or waiver of certain conditions, including, among other things, (i) receipt by us of the affirmative vote of the holders of a majority of the outstanding shares of our common stock, or the Company Stockholder Approval, (ii) that there is no temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of competent jurisdiction in effect enjoining or otherwise prohibiting the consummation of the Merger, (iii) the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, which occurred April 10, 2023, and all other approvals under antitrust laws, (iv) the accuracy of the representations and warranties contained in the Merger Agreement (subject to specified materiality qualifiers), (v) compliance with the covenants and obligations under the Merger Agreement in all material respects; (vi) the absence of a material adverse effect with respect to the Company; and (vii) the execution, release and delivery of the Consent and Amendment Agreement, dated as of February 15, 2023, by and among us, our subsidiary TA Operating LLC, BP, Service Properties Trust, or SVC, and certain of SVC’s subsidiaries, and all agreements entered into pursuant thereto.

We made customary representations and warranties in the Merger Agreement and agreed to customary covenants regarding the operation of our business and the business of our subsidiaries prior to the Effective Time.

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or the Proxy Statement. Notwithstanding these restrictions, at any time prior to obtaining the Company Stockholder Approval, if we have received a written, bona fide, unsolicited acquisition proposal from any third party (or a group of third parties) that our board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to lead to a superior proposal, and the failure to take the following actions would reasonably be expected to be inconsistent with its duties under applicable law, then we, directly or indirectly through certain specified representatives, may, subject to certain conditions, engage in discussions with such third party and furnish to such third party non-public information relating to TA or any of its subsidiaries pursuant to an acceptable confidentiality agreement. Further, at any time prior to obtaining the Company Stockholder Approval, in respect to a superior proposal we receive after the date of the Merger Agreement on an unsolicited basis, if our board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be reasonably expected to be inconsistent with its duties under applicable law, the board of directors may, subject to compliance with certain conditions, (i) make an Adverse Recommendation Change (as defined in the Merger Agreement) or (ii) cause us to terminate the Merger Agreement in compliance with the terms of the Merger Agreement in order to enter into a binding written definitive agreement providing for such superior proposal.

Subject to the satisfaction of the remaining conditions to the closing of the Merger, we expect the closing of the transactions contemplated by the Merger Agreement to occur by May 15, 2023.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to a Current Report on Form 8-K we filed with the Securities and Exchange Commission, or SEC, on February 16, 2023.

Economic Conditions

The United States economy has experienced high inflation ~~during~~since the ~~first half~~beginning of 2022 and there are market expectations that inflation may remain at elevated levels for a sustained period. ~~In addition, global supply chain challenges during the second half of 2021 have continued in 2022. Also, labor~~Labor availability has continued to be constrained and market labor costs have continued to increase and may further increase. The U.S. Federal Reserve Board also increased interest rates ~~during~~multiple times since early 2022, with the ~~first half of 2022 and~~most recent increase occurring in ~~July with additional rate increases expected~~March 2023. Recent developments in the ~~coming months.~~financial markets has also added another element of uncertainty. These conditions may give rise to an economic slowdown, and perhaps a recession, and could further increase our costs and/or impact our revenues. At the same time, these conditions and other factors, as further noted below, have created a volatile market for oil, diesel fuel and gasoline, which has had the effect of increased fuel margins and fuel revenues during the second quarter of 2022. It is unclear whether the current economic conditions and government responses to these conditions, including inflation, increasing or sustained high interest rates, the continuing war between ~~Russian~~Russia and Ukraine and high fuel prices, 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 decline, ~~possibly significantly,~~ which may significantly adversely impact our business, results of operations and financial position.

~~COVID-19 Pandemic~~

The COVID-19 pandemic and the various governmental and market responses intended to contain and mitigate the spread of the virus and its detrimental public health impact have had a significant impact on the global economy, including the U.S. economy. Many of the restrictions that had been imposed in the United 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. To date, the COVID-19 pandemic has not had a significant adverse impact on our business. However, the ultimate impact of the COVID-19 pandemic remains uncertain and we continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. For more information and risks relating to the COVID-19 pandemic on us and our business, see Part I, Item 1A, “Risk Factors”, of our Annual Report.

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Executive Summary of Financial Results

~~During~~We generated a loss before income taxes of $9,059 during the three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021, we generated~~income before taxes of $21,153 during the three months ended March 31, 2022. The change in (loss) income before income taxes of ~~$84,268 and $36,726, respectively. The $47,542 change in income before income taxes~~$30,212 compared to the prior year was primarily due to ~~site level gross margin in excess~~decreased fuel margins as a result of ~~site level operating expense increasing $58,998, primarily resulting from incremental diesel fuel margin, the result of~~lower fuel market volatility ~~and increased prices creating~~in comparison to particularly favorable market conditions ~~for~~in the prior year, inflationary pressures in several areas of our business, and increases in nonfuel revenues primarily due to higher value work orders and price increases in truck service and the re-opening and expanded hours of more restaurants during the three months ended June 30, 2022, partially offset byincluding higher labor costs due to wage increases, higher product costs and other operating expenses, higher selling, general and administrative expense, primarily due to increased compensation costs, costs incurred by us with respect to the Merger Agreement and higher ~~operating expenses.~~depreciation and amortization expense primarily due to the growth from increased capital expenditures and acquisitions.

The above factors were partially offset by higher selling, general and administrative expense for the three months ended June 30, 2022, which increased by $9,810 or 26.8%, as compared to the three months ended June 30, 2021. The increase was primarily due to higher wages and compensation costs, costs related to the transition to cloud-based technology solutions, an increase in revenue-based management fees paid to The RMR Group LLC, or RMR, and higher general corporate expenses.

During the six months ended June 30, 2022 and 2021, we generated income before income taxes of $105,421 and $30,133, respectively. The $75,288 change in income before income taxes was primarily due to site level gross margin in excess of site level operating expense increasing $89,231, primarily resulting from incremental diesel fuel margin, the result of fuel market volatility and increased prices creating favorable market conditions for our business, and increases in nonfuel revenues primarily due to ~~higher value work orders and~~inflation-driven price increases ~~in truck service~~along with the opening of our new and ~~the re-opening~~reopening of certain existing restaurants and ~~expanded hours of more restaurants during the six months ended June 30, 2022, partially offset by higher labor costs driven by wage increases and compensation costs and higher operating expenses.~~

The above factors were partially offset by higher selling, general and administrative expense, which increased by $15,189 or 20.9% when comparing the six months ended June 30, 2022 and 2021. The increase was primarily due to higher wages and compensation costs, costs related to the transition to cloud-based technology solutions, an increase in revenue-based management fees paid to RMR and higher general corporate expenses.recent acquisitions.

Effects of Fuel Prices and Supply and Demand Factors

Our fuel revenues and 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 and perceived and/or real impacts on supply 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 wholesale and retail prices. Further, there have been reports of reduced investment in oil exploration and production as a result of concerns about

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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, for example the ongoing war between Russia and Ukraine and various countries’ actions in response to that war, are believed to have contributed to recent fears of supply constraint and, as a result, increases in the cost of oil and other fossil energy sources. While the unprecedented fuel price volatility we experienced throughout 2022 has begun to stabilize, albeit not to typical historic levels, the lower volatility during the three months ended March 31, 2023 has put downward pressure on our fuel margins.

Although there are several components that comprise and impact our fuel product costs, ~~of goods sold,~~ including the cost of fuel, freight and mix, the cost of fuel is the primary factor. Over the past several years there have been significant changes in the cost of fuel. During the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, average fuel prices trended ~~upward, increasing 14.4% and 70.1%, respectively,~~downward, decreasing 17.7% as compared to the beginning of the ~~period.~~period, though still higher than typical historic levels. The average fuel price during the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, was ~~133.6% and 110.2% higher~~7.6% lower than the average fuel price during the three ~~and six~~ months ended ~~June 30, 2021, respectively.~~March 31, 2022. These ~~increases~~decreases in fuel prices ~~during the first half of 2022 and year over year~~ were primarily due to milder weather conditions and softer demand during the ~~recent uncertainty~~first quarter of 2023, which contributed to higher inventory levels in the industry. Uncertainty in fuel supply ~~markets, impacted, at least~~still exists, however, in ~~part, by~~light of the continuing war between Russia and Ukraine and the various economic sanctions and other punitive measures the United States and other countries have taken against Russia in response, including with respect to Russian oil ~~exports. This uncertainty also contributed to higher-than-normal fuel price volatility~~exports and further cuts in ~~the United States in the first half of 2022; however, favorable market conditions for certain purchasing arrangements~~Russia's oil production 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 and enabled us to deliver strong fuel margins for the quarter.other factors. In the aggregate, we generally are able to pass changes in our cost for fuel products to our customers, but typically with timing differences associated with on-hand inventory, such that during periods of volatile and rising fuel commodity prices, fuel gross margin per gallon tends to be

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higher than it otherwise may have been and during periods of static and 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 increase our working capital requirements.

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 six months ended June 30, 2022.~~margin. We therefore consider fuel sales volume and fuel gross margin to be better measures of our performance.

~~While we~~We experienced slightly lower fuel sales volumes during the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022. These decreases primarily ~~due~~resulted from a decline in market conditions within the freight industry in addition to ~~higher~~the initial stabilization of the unprecedented fuel ~~prices and inflationary pressures,~~price volatility we experienced throughout 2022. Despite experiencing that decline in fuel sales volume, we believe that future demand for fuel by trucking companies and motorists for a constant level of miles driven will remain relatively unchanged in the near-term, subject to a possible economic recession or substantial economic downturn, but could ~~continue to~~ decline over time because of changes in trucking industry trends or consumer behavior due to inflationary pressures, technological innovations that improve fuel efficiency of motor vehicle engines, other fuel conservation practices and alternative fuels and ~~technologies. Although we~~technologies as well as possible further government regulation. We believe these factors, combined with competitive pressures, ~~may~~ impact the level of fuel sales volume we realize, fuel sales volume slightly increased during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. For the first six months of 2022, 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 to increase our market share, however these factors were less significant in the second quarter of 2022 as our fuel sales volume was down slightly as compared to a strong recovery quarter in the prior year.realize.

In addition, we believe that to some degree higher fuel prices and inflationary pressures resulted in less disposable income for our customers to purchase our nonfuel products and services. While nonfuel revenues and nonfuel margins increased ~~10.3%~~5.9% and ~~9.5%~~9.7%, respectively, during the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the three months ended ~~June 30, 2021, higher fuel prices and~~March 31, 2022, continuing inflationary pressures ~~in the second quarter of 2022 tempered~~may temper certain nonfuel transaction volumes.

Other Factors Affecting Comparability

Growth Strategies

~~Our strategic transformation~~We continue to prioritize and ~~turnaround plan, or our Transformation Plan, consists of numerous~~focus on key initiatives across our organization ~~for~~including top-line growth through high return capital investments, bottom-line growth through process improvement and cost discipline, continued introduction of efficient technology and systems and defining the ~~purpose~~future of ~~expanding our travel center network, improving the guest experience, improving and enhancing operational profitability and efficiency, and strengthening our financial position~~on-highway mobility through a commitment to energy alternatives, all in support of our core mission to return every traveler to the road better than they came. The growth strategies and plans discussed in this section are subject to change if the Merger is completed.

~~Franchising is a~~Acquiring high quality existing travel centers and viable truck services facilities are key ~~aspect~~aspects of our strategic network growth plan. Our acquisition pipeline may enable us to add independent and franchised sites along active corridors to strengthen the geographic coverage of our network and expand our scope of products and services and customer segments through investments of capital and human resources in our truck service business.

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Our growth strategy also includes adding franchised travel centers to our network. Since the beginning of 2020, we have entered into franchise agreements covering ~~approximately 50~~68 travel centers to be operated under our travel center brand names. Five of these franchised travel centers began operations during 2020, two began operations during 2021, three began operations during 2022, and ~~one~~five began operations during the ~~second~~first quarter of ~~2022.~~2023. We expect the remaining 4253 to ~~all~~ open by the ~~third~~second quarter of ~~2024.~~2025.

Our growth strategy also includes our intent to acquire high quality, existing travel centers to expand our network of travel centers. We completed the acquisitions of two previously franchised travel centers and one standalone truck service facility in April 2022, and another previously franchised travel center in July 2022. We also acquired two of our company-owned, franchisee-operated travel centers in the second and third quarters of 2022. See Note 3 in Item 1. of this Quarterly Report for more information about these acquisitions.

Our capital expenditures plan for ~~2022 are expected to be~~2023 contemplates aggregate investments in the range of ~~$175,000~~$135,000 to ~~$200,000~~$150,000 and includes projects to ~~improve~~enhance the guest experience through significant upgrades atour travel centers, the expansion of restaurants and food offerings and improvements to our technology systems infrastructure. Approximately ~~60%~~40% of our capital expenditures ~~for 2022~~in 2023 are focused on growth initiatives that we expect ~~will~~to meet or exceed our 15% to 20% cash on cash return hurdle.

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~~Importantly, we~~We are committed to embracing environmentally friendly energy sources through our eTA division, which seeks to deliver sustainable and alternative energy to the marketplace by working with the public sector and private companies ~~and customers and guests~~ to facilitate this initiative. Recent accomplishments ~~include~~ expanding of our biodiesel and renewable diesel blending capabilities, increasing the availability of ~~diesel exhaust fluid, or~~ DEF at all diesel pumps nationwide and installing electric vehicle charging stations. We are also exploring 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 along highways will allow us to make ~~both fossil~~EV charging and ~~eventually,~~ non-fossil ~~fuels~~fuel dispensing easily available ~~throughout our nationwide network of sites.~~to travelers.

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 and economic conditions have significantly altered the seasonal aspects of our business, and they may have similar impacts in the future.~~

Results of Operations

~~All~~We present our results of operations on a consolidated basis. Currently all of our company operated locations are same site locations with the exception of ~~the two~~ recently acquired travel centers and ~~one standalone~~ truck service ~~facility~~facilities and the travel center located in Canada that we stopped operating during the second quarter of ~~2022 . As a result, same~~2022. Same site operating results would not provide materially different information from our consolidated results and are not presented as part of this discussion and analysis as they would not provide materially different information from our consolidated results. See Note 3 in Item 1. of this Quarterly Report for more information about acquisition and disposition activity.analysis.

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Consolidated Financial Results

The following table presents changes in our operating results for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022.


		Three Months Ended June 30,									Three Months Ended March 31,
		2022		2021		$ Change		% Change			2023		2022		$ Change		% Change
Revenues:	Revenues:									Revenues:
Fuel	Fuel	$	2,521,757	$	1,328,631	$	1,193,126	89.8	%	Fuel	$	1,720,057	$	1,806,114	$	(86,057)	(4.8)	%
Nonfuel	Nonfuel	553,362		501,810		51,552		10.3	%	Nonfuel	515,674		487,082		28,592		5.9	%
Rent and royalties from franchisees	Rent and royalties from franchisees	3,929		3,839		90		2.3	%	Rent and royalties from franchisees	3,287		3,877		(590)		(15.2)	%
Total revenues	Total revenues	3,079,048		1,834,280		1,244,768		67.9	%	Total revenues	2,239,018		2,297,073		(58,055)		(2.5)	%

Gross margin:	Gross margin:									Gross margin:
Fuel	Fuel	156,631		100,292		56,339		56.2	%	Fuel	95,255		112,919		(17,664)		(15.6)	%
Nonfuel	Nonfuel	331,778		303,102		28,676		9.5	%	Nonfuel	324,078		295,297		28,781		9.7	%
Rent and royalties from franchisees	Rent and royalties from franchisees	3,929		3,839		90		2.3	%	Rent and royalties from franchisees	3,287		3,877		(590)		(15.2)	%
Total gross margin	Total gross margin	492,338		407,233		85,105		20.9	%	Total gross margin	422,620		412,093		10,527		2.6	%

Site level operating expense	Site level operating expense	260,103		233,996		26,107		11.2	%	Site level operating expense	278,917		252,044		26,873		10.7	%
Selling, general and administrative expense	Selling, general and administrative expense	46,400		36,590		9,810		26.8	%	Selling, general and administrative expense	51,559		41,309		10,250		24.8	%
Real estate rent expense	Real estate rent expense	65,153		63,611		1,542		2.4	%	Real estate rent expense	64,701		64,646		55		0.1	%
Depreciation and amortization expense	Depreciation and amortization expense	26,762		24,139		2,623		10.9	%	Depreciation and amortization expense	27,099		24,231		2,868		11.8	%
Other operating income, net		(305)		(872)		567		65.0	%
Other operating (expense) income, net										Other operating (expense) income, net	698		(2,182)		2,880		132.0	%

Income from operations		94,225		49,769		44,456		89.3	%
(Loss) Income from operations										(Loss) Income from operations	(354)		32,045		(32,399)		(101.1)	%

Interest expense, net	Interest expense, net	11,173		11,739		(566)		(4.8)	%	Interest expense, net	9,611		11,530		(1,919)		(16.6)	%
Other (income) expense, net		(1,216)		1,304		(2,520)		(193.3)	%
Income before income taxes		84,268		36,726		47,542		129.5	%
Provision for income taxes		(20,288)		(7,779)		(12,509)		(160.8)	%
Net income		63,980		28,947		35,033		121.0	%
Less: net loss for noncontrolling interest		—		(409)		409		100.0	%
Net income attributable to common stockholders		$	63,980	$	29,356	$	34,624	117.9	%
Other income, net										Other income, net	(906)		(638)		(268)		(42.0)	%
(Loss) Income before income taxes										(Loss) Income before income taxes	(9,059)		21,153		(30,212)		(142.8)	%
Benefit (provision) for income taxes										Benefit (provision) for income taxes	2,761		(4,849)		7,610		156.9	%

Net (loss) income attributable to common stockholders										Net (loss) income attributable to common stockholders	$	(6,298)	$	16,304	$	(22,602)	(138.6)	%

2219

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Six Months Ended
June 30,
2022 2021 $ Change % Change
Revenues:
Fuel $ 4,327,870 $ 2,405,889 $ 1,921,981 79.9 %
Nonfuel 1,040,444 949,724 90,720 9.6 %
Rent and royalties from franchisees 7,806 7,763 43 0.6 %
Total revenues 5,376,120 3,363,376 2,012,744 59.8 %
Gross margin:
Fuel 269,549 177,722 91,827 51.7 %
Nonfuel 627,076 578,794 48,282 8.3 %
Rent and royalties from franchisees 7,806 7,763 43 0.6 %
Total gross margin 904,431 764,279 140,152 18.3 %
Site level operating expense 512,147 461,226 50,921 11.0 %
Selling, general and administrative expense 87,709 72,520 15,189 20.9 %
Real estate rent expense 129,799 127,480 2,319 1.8 %
Depreciation and amortization expense 50,993 47,968 3,025 6.3 %
Other operating income, net (2,487) (872) (1,615) (185.2) %
Income from operations 126,270 55,957 70,313 125.7 %
Interest expense, net 22,703 23,123 (420) (1.8) %
Other (income) expense, net (1,854) 2,701 (4,555) (168.6) %
Income before income taxes 105,421 30,133 75,288 249.9 %
Provision for income taxes (25,137) (6,929) (18,208) (262.8) %
Net income 80,284 23,204 57,080 246.0 %
Less: net loss for noncontrolling interest — (333) 333 100.0 %
Net income attributable to
common stockholders
$ 80,284 $ 23,537 $ 56,747 241.1 %

Three Months Ended ~~June 30, 2022,~~March 31, 2023, as Compared to Three Months Ended ~~June 30, 2021~~March 31, 2022

Fuel Revenues. Fuel revenues for the three months ended ~~June 30, 2022, increased~~March 31, 2023 decreased by ~~$1,193,126,~~$86,057, or ~~89.8%~~4.8%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022. The decrease in fuel revenues was primarily ~~as a result of an increase in market prices for fuel, partially offset by~~due to a decrease in fuel sales ~~volume.~~volume and lower market prices for fuel. The table below presents the factors causing the changes in total fuel sales volume and revenues between periods. See ~~"Effects~~“Effects of Fuel Prices and Supply and Demand ~~Factors"~~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 June 30, 2021 583,630 $ 1,328,631
Increase due to petroleum products price changes 1,232,117
Decrease due to volume changes (9,665) (39,713)
Increase in wholesale fuel sales volume 355 722
Net change from prior year period (9,310) 1,193,126
Results for the three months ended June 30, 2022 574,320 2,521,757

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	Gallons Sold	Fuel Revenues
Results for the three months ended March 31, 2022	555,261	$	1,806,114
Decrease due to petroleum products price changes		(49,381)
Decrease due to volume changes	(13,096)	(41,979)
Increase in wholesale fuel sales volume	2,095	5,303
Net change from prior year period	(11,001)	(86,057)
Results for the three months ended March 31, 2023	544,260	$	1,720,057

Nonfuel Revenues. Nonfuel revenues for the three months ended ~~June 30, 2022~~March 31, 2023 increased by ~~$51,552,~~$28,592, or ~~10.3%~~5.9%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022, primarily as a result of increases in ~~DEF as a result of the growth of newer trucks on the road that require DEF, and full service~~our truck services, restaurants and ~~truck services,~~diesel exhaust fluid, or DEF, revenue due to inflation-driven ~~pricing~~price increases, the opening of our new and ~~higher transaction volumes along with the~~ reopening of certain existing restaurants and ~~expanded hours at our full service restaurants.~~recent acquisitions. These increases were partially offset by lower overall transaction ~~volumes in truck services and quick service restaurants.~~volumes.

Rent and Royalties from Franchisees. Rent and royalties from franchisees for the three months ended ~~June 30, 2022 increased~~March 31, 2023 decreased by ~~$90,~~$590, or ~~2.3%~~15.2%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022, primarily as a result of ~~higher nonfuel revenues at~~the elimination of rent and royalties due to the acquisitions of franchised travel centers ~~and~~during 2022, partially offset by franchised travel centers that began operations after ~~June 30, 2021, partially offset by the elimination of royalties from franchised QSL standalone restaurants following the sale of our QSL business in April 2021.~~March 31, 2022.

Fuel Gross Margin. Fuel gross margin for the three months ended ~~June 30, 2022 increased~~March 31, 2023 decreased by ~~$56,339,~~$17,664, or ~~56.2%~~15.6%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022, primarily as a result of ~~more~~the comparison against particularly favorable market conditions ~~discussed above, partially offset by~~in the prior year and a decrease in fuel sales ~~volume during the three months ended June 30, 2022.~~volume.

Nonfuel Gross Margin. Nonfuel gross margin for the three months ended ~~June 30, 2022~~March 31, 2023 increased by ~~$28,676,~~$28,781, or ~~9.5%~~9.7%, as compared to the three months ended ~~June 30, 2021, due to~~March 31, 2022, primarily as a result of the increase in total nonfuel revenues. Nonfuel gross margin percentage for the three months ended ~~June 30, 2022, declined 40~~March 31, 2023, increased 220 basis points to ~~60.0%~~62.8% from ~~60.4%~~60.6% for the three months ended ~~June 30, 2021,~~March 31, 2022, primarily due to ~~a change in the mix of products and services~~price increases and higher ~~relative costs.~~value work orders in Truck Service, improved DEF margins and efficiency improvements in restaurants associated with longer operating hours.

Site Level Operating Expense. Site level operating expense for the three months ended ~~June 30, 2022~~March 31, 2023 increased by ~~$26,107,~~$26,873, or ~~11.2%~~10.7%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022, primarily ~~due to higher labor costs~~ as a result of ~~wage increases~~inflationary pressures on labor costs and ~~the reopening and expanded hours at certain full service restaurants and increased~~ other operating expenses during the three months ended ~~June 30, 2022.~~March 31, 2023. Site level operating expense as a percentage of nonfuel revenues increased 40240 basis points to ~~47.0%~~54.1% for the three months ended ~~June 30, 2022,~~March 31, 2023, from ~~46.6%~~51.7% for the three months ended ~~June 30, 2021,~~March 31, 2022, primarily ~~due to these~~as a result of the above factors.

Selling, General and Administrative Expense. Selling, general and administrative expense for the three months ended ~~June 30, 2022~~March 31, 2023 increased by ~~$9,810,~~$10,250, or ~~26.8%~~24.8%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022, primarily ~~due to higher wages and~~as a result of increased compensation costs, costs ~~related~~incurred by us with respect to the ~~transition to cloud-based technology solutions, an increase in revenue-based management fees paid to RMR~~Merger Agreement, and ~~higher~~other inflationary pressures on general corporate expenses.

Real Estate Rent Expense. Real estate rent expense for the three months ended ~~June 30, 2022~~March 31, 2023 increased by ~~$1,542,~~$55, or ~~2.4%~~0.1%, as compared to the three months ended ~~June 30, 2021,~~March 31, 2022, primarily ~~as a result of~~due to an increase in percentage rent ~~due to SVC as a result of the increase in~~payable on increased total nonfuel revenues ~~during the three months ended June 30, 2022.~~at our applicable travel centers.

Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended ~~June 30, 2022~~March 31, 2023 increased by ~~$2,623,~~$2,868, or ~~10.9%~~11.8%, as compared to the three months ended ~~June 30, 2021.~~ ~~The increase~~March 31, 2022, primarily ~~resulted from~~as a result of the growth in ~~the amount of our new assets placed in service from~~ capital expenditures and ~~locations we acquired during the three months ended June 30, 2022~~.acquisitions.

Interest Expense, Net. Interest expense, net for the three months ended ~~June 30, 2022,~~March 31, 2023 decreased by ~~$566~~$1,919, or ~~4.8%~~16.6%, as compared to the three months ended ~~June 30, 2021. The decrease~~March 31, 2022 primarily ~~resulted from~~as a result of higher interest income earned on money market investments due to higher short-term investment interest rates.

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Benefit (provision) for Income Taxes. ~~Provision~~Benefit (provision) for income taxes ~~was $20,288 and $7,779~~ for the three months ended ~~June 30, 2022 and 2021, respectively.~~ March 31, 2023 was a benefit of $2,761 as compared to a provision of $4,849 for the three months ended March 31, 2022. The effective income tax rates were ~~23.8%~~27.5% and ~~21.1%~~22.4% for the three months ended ~~June 30,~~March 31, 2023 and 2022, respectively, and ~~2021, respectively.~~ ~~The effective income tax rates for the three months ended June 30, 2022 and 2021,~~ were higher than the U.S. federal income tax rate of 21.0% primarily due to the impact of state income taxes ~~additional tax expense related to compensation, partially offset by federal tax credits.~~

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~~Six Months Ended June 30, 2022, as Compared to Six Months Ended June 30, 2021~~

~~Fuel Revenues.~~ Fuel revenues for the six months ended June 30, 2022, increased by $1,921,981, or 79.9%, as compared to the six months ended June 30, 2021, primarily as a result of an increase in market prices for fuel and a modest increase in fuel sales volume. 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 six months ended June 30, 2021 1,127,402 $ 2,405,889
Increase due to petroleum products price changes 1,915,237
Decrease due to volume changes (847) (1,217)
Increase in wholesale fuel sales volume 3,051 7,961
Net change from prior year period 2,204 1,921,981
Results for the six months ended June 30, 2022 1,129,606 4,327,870

~~Nonfuel Revenues.~~ Nonfuel revenues for the six months ended June 30, 2022, increased by $90,720 or 9.6%, as compared to the six months ended June 30, 2021, primarily as a result of increases in DEF as a result of the growth of newer trucks on the road that require DEF, and full service restaurants and truck services, due to inflation-driven pricing increases, and higher transaction volumes along with the reopening and expanded hours at our full service restaurants. These increases were partially offset by lower transaction volumes in truck services and quick service restaurants.

~~Rent and Royalties from Franchisees.~~ Rent and royalties from franchisees for the six months ended June 30, 2022 increased by $43, or 0.6%, as compared to the six months ended June 30, 2021, primarily as a result of higher nonfuel revenues at franchised travel centers and franchised travel centers that began operations after June 30, 2021, partially offset by the elimination of royalties from franchised QSL standalone restaurants following the sale of our QSL business in April 2021.

~~Fuel Gross Margin.~~ Fuel gross margin for the six months ended June 30, 2022 increased by $91,827, or 51.7%, as compared to the six months ended June 30, 2021, primarily as a result of more favorable market conditions, as discussed above, in addition to a slight increase in fuel sales volume.

~~Nonfuel Gross Margin.~~ Nonfuel gross margin for the six months ended June 30, 2022 increased by $48,282, or 8.3%, as compared to the six months ended June 30, 2021, primarily as a result of the increase in total nonfuel revenues. Nonfuel gross margin percentage for the six months ended June 30, 2022, declined 60 basis points to 60.3% from 60.9% for the six months ended June 30, 2021, primarily due to a change in the mix of products and services and higher relative costs.

~~Site Level Operating Expense.~~ Site level operating expense for the six months ended June 30, 2022 increased by $50,921, or 11.0%, as compared to the six months ended June 30, 2021, primarily due to higher labor costs as a result of wage increases and the reopening and expanded hours at certain full service restaurants and increased other operating expenses during the six months ended June 30, 2022. Site level operating expense increased 60 basis points to 49.2% for the six months ended June 30, 2022, from 48.6% for the six months ended June 30, 2021, primarily due to these factors.

~~Selling, General and Administrative Expense.~~ Selling, general and administrative expense for the six months ended June 30, 2022 increased by $15,189, or 20.9%, as compared to the six months ended June 30, 2021. The increase was primarily due to higher wages and compensation costs, costs related to the transition to cloud-based technology solutions, an increase in revenue-based management fees paid to RMR and higher general corporate expenses.

~~Real Estate Rent Expense.~~ Real estate rent expense for the six months ended June 30, 2022 increased by $2,319, or 1.8%, as compared to the six months ended June 30, 2021, primarily as a result of an increase in percentage rent due to SVC as a result of the increase in total nonfuel revenues during the six months ended June 30, 2022.

~~Depreciation and Amortization Expense.~~ Depreciation and amortization expense for the six months ended June 30, 2022 increased by $3,025, or 6.3%, as compared to the six months ended June 30, 2021. The increase primarily resulted from the growth in the amount of our new assets placed in service from capital expenditures and locations we acquired during the six months ended June 30, 2022, partially offset by a $650 impairment charge related to the QSL sale during the six months ended June 30, 2021.

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~~Interest Expense, Net.~~ ~~Interest expense, net for the~~six months ended June 30, 2022 decreased by $420, or 1.8%, as compared to the six months ended June 30, 2021. The decrease primarily resulted from higher interest income earned on investments due to higher interest rates.

~~Provision for Income Taxes~~. Provision for income taxes was $25,137 and $6,929 for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rates were 23.5% and 22.7% for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rates for the six months ended June 30, 2022 and 2021 were higher than the U.S. federal income tax rate of 21.0% primarily due to the impact of state income taxes, additional tax expense related to compensation, partially offset by federal tax credits.

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.~~own; and

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

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

•inflationary pressures;

•recessionary pressures;

•increasing labor costs;

•labor availability;

•adverse impacts from supply chain challenges;

•potential negative impacts from COVID-19 or other health pandemic, including if the United States experiences a prolonged and significant decline in economic activity that reduces demand for our products and services, as a result;

•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, economic slowdown 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;

•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 and ~~interest rate~~credit spreads;

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•~~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, and sick pay;~~ and

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

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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 ~~$565,146~~$385,903 at ~~June 30, 2022,~~March 31, 2023, and net cash provided by operating activities of ~~$175,532~~$8,821 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, 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. As of March 31, 2023, we had no off balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. We believe we have sufficient financial resources to fund ~~operations~~operating and financing costs and required capital expenditures for greater than 12 months.

Merger Agreement

We have agreed to customary covenants regarding the operation of our business and the business of our subsidiaries prior to the Effective Time. The Merger Agreement restricts us from entering into certain corporate transactions, entering into certain material contracts, making certain changes to our capital budget, incurring certain indebtedness and taking other specified actions without the consent of BP, and generally requires us to continue our operations in the ordinary course of business during the pendency of the Merger. Until the Merger is consummated or the Merger Agreement is terminated, if earlier, without BP’s consent (not to be unreasonably withheld), we may not (i) repurchase, prepay, assume, endorse, guarantee or incur, or otherwise become liable for, any indebtedness for borrowed money, including by way of a guarantee or an issuance or sale of debt securities, or issue or sell options, warrants, calls or other rights to acquire any debt securities of the Company or any of its subsidiaries, enter into any “keep well” or other contract to maintain any financial statement or similar condition of another person, or enter into any arrangement having the economic effect of any of the foregoing (other than (A) in connection with the financing of ordinary course trade payables or (B) accounts payable in the ordinary course of business) or (ii) make any loans, advances, capital commitments or capital contributions to, or investments in (other than (A) to ourself or our wholly-owned subsidiaries in the ordinary course of business or (B) accounts receivable and extensions of credit in the ordinary course of business). These restrictions may prevent us from pursuing attractive business opportunities or adjusting our capital plan prior to the completion of the Merger.

In addition, the Merger Agreement contains certain termination rights for us and BP. Upon termination of the Merger Agreement in accordance with its terms, under certain specified circumstances, we will be required to pay BP a termination fee in an amount equal to $51,900, including if the Merger Agreement is terminated due to our acceptance of an unsolicited superior proposal or due to our Board of Directors changing its recommendation to our stockholders to vote to approve the Merger Agreement. If we are required to pay the termination fee, it may adversely impact our ability to finance our operations or to invest in anticipated capital expenditure and other initiatives, and may have an adverse impact on the value of common stock, which could constrain our ability to raise funds through equity offerings. The Merger Agreement further provides that BP will be required to pay us a termination fee in an amount equal to $90,900 in the event the Merger Agreement is terminated under certain specified circumstances and receipt of antitrust approval has not been obtained by such time. Subject to certain exceptions and limitations, either party may terminate the Merger Agreement if the Merger is not consummated by November 15, 2023, subject to (x) an automatic 90-day extension and (y) an additional 90-day extension under certain circumstances.

Our Investment and Financing Liquidity and Resources

Revolving Credit Facility

We and certain of our subsidiaries are parties to an 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 through June 30, 2023 or a base rate thereafter, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At ~~June 30, 2022,~~March 31, 2023, based on our qualified collateral, a total of ~~$200,000~~$172,100 was available to us for loans and letters of credit under the Credit Facility. At ~~June 30, 2022,~~March 31, 2023, there were no borrowings outstanding under the Credit Facility and ~~$14,576~~$13,928 of letters of credit issued under that facility, which reduced the amount available for borrowing under the Credit Facility, leaving ~~$185,424~~$158,172 available for our use as of that date. ~~At June 30, 2022,~~As of

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March 31, 2023, we were in compliance with all covenants of the Credit Facility. As of ~~August 1, 2022,~~April 20, 2023, there were no borrowings outstanding under the Credit Facility and approximately ~~$185,424~~$158,172 available under the Credit Facility for our use as of that date.

Term Loan Facility

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~~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~~wholly-owned subsidiaries and mortgages on certain of our fee owned real properties. We used the 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.~~initiatives. 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. In the absence of LIBOR, the Term Loan Facility provides an alternative base rate option for interest, which utilizes either the federal funds rate or the prime rate as the base. Our Term Loan Facility requires 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~~2022. We may prepay the remaining principal amounts outstanding under the Term Loan Facility ~~may be prepaid,~~ without ~~penalty, beginning on December 14, 2022. At June 30, 2022,~~penalty. The Term Loan Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. As of March 31, 2023, we were in compliance with all covenants of the Term Loan Facility.

West Greenwich Loan

We have a term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan matures on February 7, 2030, and is secured by a mortgage encumbering our travel center located in West Greenwich, Rhode Island. The annual interest rate is fixed at 3.85% through February 7, 2025, and resets thereafter, based on the five year Federal Home Loan Bank rate plus 198 basis points. The West Greenwich Loan requires us to make principal and interest

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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 maturity plus, if repaid prior to February 7, 2023, a nominal penalty.~~

~~IHOP Secured Advance Note~~

We are party to a multi-unit franchise agreement with IHOP Franchisor LLC, or IHOP, pursuant to which we agreed to rebrand and convert certain of our full service restaurants to IHOP restaurants over a period through October 2024, or the IHOP Agreement. 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 June 30, 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 ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ as reflected in our consolidated statements of cash flows:


		Six Months Ended June 30,							Three Months Ended March 31,
(in thousands)		2022		2021		$ Change
(dollars in thousands)								(dollars in thousands)	2023		2022		$ Change
Cash and cash equivalents at the beginning of the period	Cash and cash equivalents at the beginning of the period	$	536,002	$	483,151	$	52,851	Cash and cash equivalents at the beginning of the period	$	416,012	$	536,002	$	(119,990)
Net cash provided by (used in):	Net cash provided by (used in):							Net cash provided by (used in):
Operating activities	Operating activities	175,532		124,074		51,458		Operating activities	8,821		59,119		(50,298)
Investing activities	Investing activities	(142,727)		(21,195)		(121,532)		Investing activities	(36,861)		(49,220)		12,359
Financing activities	Financing activities	(3,618)		(2,841)		(777)		Financing activities	(2,069)		(1,784)		(285)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(43)		62		(105)		Effect of exchange rate changes on cash	—		36		(36)
Cash and cash equivalents at the end of the period	Cash and cash equivalents at the end of the period	$	565,146	$	583,251	$	(18,105)	Cash and cash equivalents at the end of the period	$	385,903	$	544,153	$	(158,250)

Cash Flows from Operating Activities. ~~During the six months ended June 30, 2022 and 2021, we had~~The change in net cash inflows from operating activities of ~~$175,532~~$50,298 primarily resulted from a decrease in earnings and ~~$124,074, respectively. The $51,458 change was~~the effect of changes in working capital primarily due to ~~$57,080 increase~~a decrease in ~~earnings,~~accounts payable, partially offset by ~~a smaller decrease~~decreases in ~~working capital during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021.~~accounts receivable and inventory.

Cash Flows from Investing Activities. ~~During the six months ended June 30, 2022 and 2021, we had~~The change in net cash outflows from investing activities of ~~$142,727 and $21,195, respectively. The $121,532 change~~$12,359 primarily resulted from ~~an increase~~a decrease in capital ~~expenditures and acquisition activity during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021.~~expenditures.

Cash Flows from Financing Activities. ~~During the six months ended June 30, 2022 and 2021, we had~~The change in net cash outflows from financing activities of ~~$3,618 and $2,841, respectively. The $777 change~~$285 primarily resulted from ~~$884~~an increase in finance lease principal ~~payments during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021.~~payments.

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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 4, 5 6 and 76 to the Consolidated Financial Statements included in Item 1. of this Quarterly Report, our Annual Report, ~~our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders~~ and our other filings with the ~~Securities and Exchange Commission.~~SEC. In addition, see Item 1A. ~~“Risk~~“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

Governmental actions, including legislation, regulations, treaties and commitments, such as those seeking to reduce greenhouse gas emissions, and market actions in response to concerns about climate change, may decrease the demand for our major product, diesel fuel, and may require us to make significant capital or other expenditures related to alternative energy distribution or other changing fuel conservation practices. Federal and state governments require manufacturers to limit emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency, or ~~EPA’s,~~EPA, gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel. Further, legislative and regulatory initiatives requiring increased truck fuel efficiency have accelerated in the United States and these mandates have and may continue to result in decreased demand for diesel fuel.

For example, in ~~August 2021 the EPA and~~April 2022, the National Highway Traffic Safety Administration ~~proposed new rules intended to phase in~~announced more stringent fuel efficiency standards for passenger cars and ~~light duty~~light-duty trucks and has indicated its intent to develop new fuel efficiency standards for medium and heavy-duty trucks. In addition, the California Air Resources Board and other similar state government agencies routinely consider rulemaking activity ~~the purpose of which is~~ to improve fuel efficiency and limit pollution from vehicles. In April 2023, the EPA proposed stricter emission standards to drive new light duty electric vehicle sales, or EV Sales, to 67% of total sales of light duty vehicles and medium and heavy duty EV Sales to 46% of medium and heavy duty vehicles by 2032. Moreover, market concerns regarding climate change may result in decreased demand for fossil fuels and increased adoption of ~~higher efficiency~~higher-efficiency fuel technologies and alternative energy sources. Regulations that limit or market demands to reduce carbon emissions may cause our costs at our locations to significantly increase, make some ~~of our locations~~sites obsolete or completely disadvantaged, or require us to make material investments in our properties. ~~In pace with customer demand for alternative energy sources,~~For example, we have installed electric charging capacity at ~~certain~~four of our travel centers, provide Tesla superchargers at three other locations, and expect to install ~~them~~light-duty charging at sites in Texas, Ohio and additional travel centers ~~over time.~~of ours nationwide. We are also ~~evaluating~~preparing to offer hydrogen dispensing as another alternative fuel ~~offering~~ at ~~certain~~specific travel centers.

Some observers believe severe weather activities in different parts of ~~our travel centers, have expanded DEF availability and installed additional biodiesel blending infrastructure. We~~the country over the last few years are ~~also evaluating the use~~evidence of ~~hydrogen fuel cell and natural gas generators for both emergency power and base electric load support.~~

~~Severe weather-related events due to~~global climate ~~change~~change. Such severe weather may have an adverse effect on ~~individual properties we own, lease or operate,~~our and our franchisees’ sites or 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 weather-related events or other climate changes that may occur will not have 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 87 to the Consolidated Financial Statements included in Item 1.1 of this Quarterly Report, which disclosure is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our Credit Facility maximum availability is ~~secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets.~~subject to limits based on qualified collateral. As of ~~June 30, 2022,~~March 31, 2023, 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 through June 30, 2023 or a base rate thereafter, 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

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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, refinery 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, such as the war between Russia and Ukraine, and the various economic sanctions and other punitive measures the United States and other countries have taken against Russia in response, including with respect to Russian oil exports and Russia’s decision to reduce its oil production or other hostilities or terrorism. Concerted efforts by major oil producing countries and cartels to limit oil supply may also impact prices. Additionally, consumer fears of a broader economic slowdown could have a negative impact on expected future demand and may affect supply expectations. 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,

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we attempt to maintain supply contracts for diesel fuel with several different suppliers for ~~each of~~ our locations; if ~~one supplier has~~there is a local ~~problem,~~supply disruption, our contract supplier(s) work to fulfill their contractual commitments. When this type of situation happens, we may ~~be able~~also work with other suppliers to ~~obtain fuel supplies~~procure additional supply either locally or from ~~other suppliers.~~surrounding markets to avoid outages at our locations. Second, we maintain modest fuel inventory of only up to 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 ~~June 30, 2022,~~March 31, 2023, and our fuel sales volume for the three months ended, ~~June 30, 2022,~~March 31, 2023, each one cent change in the price of fuel would change our inventory value by ~~$152~~$170 and our fuel revenues b~~y $5,743.~~by $5,443.

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 ~~June 30, 2022.~~March 31, 2023.

Changes in Internal Control over Financial Reporting

During the three months ended ~~June 30, 2022,~~March 31, 2023, 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”~~” “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. 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 occur include statements that:

•The expected timing for closing our proposed sale to BP Products North America Inc., or BP, a subsidiary of BP p.l.c., which is subject to certain conditions, including shareholder approval; as aresult, the sale may not be completed on the timing or the terms expected or at all;

•The terms and conditions of our Agreement and Plan of Merger with BP, or the Merger Agreement, will require us to operate in the ordinary course of business and will restrict our ability to take certain corporate actions during the pendency of the sale and, if we fail to satisfy these conditions, BP may not be required to close the transaction or may be permitted to terminate the Merger Agreement. In addition, due to the terms and conditions of the Merger Agreement, we may not be able to execute certain corporate initiatives, make acquisitions, develop new locations or enter into franchise agreements that we believe would benefit our business, which could impair our anticipated growth, profitability and operational efficiency;

•Our fuel purchasing and inventory management practices may allow us to mitigate the impact of fuel price volatility;

•Our operating results for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023 reflect certain areas of improvements ~~as compared to~~over the ~~three and six months ended June 30, 2021.~~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, there are no guarantees that we will be able to sustain this level of performance or growth in the future. In addition, customer demand, inflationary or recessionary pressures, geopolitical risks, competitive conditions, fuel market dynamics, 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. Since we became a public company in 2007, we have frequently incurred losses and we may be unable to produce future profits and we may incur losses;~~decline;

•We are executing ~~our Transformation Plan, which includes numerous~~ initiatives that we believe have and will improve and enhance our growth, profitability and operational efficiency. However, we may not be able to grow or recognize the improvements to our operating results that we ~~anticipate.~~anticipate and we may not realize the returns we target on our related investments. 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 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~~plan to make acquisitions and develop new locations in the ~~future including adding sites through franchising.~~future. Managing and integrating acquired ~~developed~~ or ~~franchised~~developed locations can be difficult, time consuming and/or more expensive than anticipated and involve risks of financial 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 expectation that travel centers we acquire will reach financial stabilization within approximately one to three years after we complete capital improvements following our acquisition of the travel center, however, such travel centers may not reach financial stabilization on this timeline or ever;

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•Our belief that, as of the date of this Quarterly Report, we had sufficient financial resources to fund operations for 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 operating commencement and stabilization of any new franchises may not occur or 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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•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 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 ~~June 30, 2022,~~March 31, 2023, based on our eligible collateral at that date, our borrowing and letter of credit availability was ~~$200.0~~$172.1 million, of which we had used ~~$14.6~~$13.9 million for outstanding letters of credit. The maximum amount available under the Credit Facility may be increased to $300.0 million, the availability of which is subject to limits based on our available collateral and lender participation. However, if we do not have sufficient collateral or if we are unable to identify lenders willing to increase their commitments or join our Credit Facility, we may not be able to increase the size of our Credit Facility or the availability of borrowings when we may want or need to do so;

•We may not spend the ~~$175.0~~$135.0 million to ~~$200.0~~$150.0 million of the capital expenditures in ~~2022~~2023 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 realize our expected cash on cash return ~~hurdle;~~

•~~The sale of our travel center located in Canada is subject to conditions; as a result, that sale may not occur, may be delayed or the terms may change.~~hurdle, and;

•Our commitment to embracing environmentally friendly sources of energy ~~sources~~ 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; and~~

•~~The duration and severity of the COVID-19 pandemic and its impact on the economy, us and our customers, suppliers and other stakeholders;~~fuels.

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

•The effect of the announcement of our proposed sale to BP on our operating results and business generally, risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, the outcome of any legal proceedings related to the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement, the ability of the parties to consummate the proposed transaction on a timely basis or at all, the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure shareholder approval and the effects of proposals related to alternatives to our sale to BP;

•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;

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•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;

•The potential impacts of a recessionary environment may adversely affect our business, results of operations and liquidity;

•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 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

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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;

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

•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;

•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 or products;

•Adverse weather events, natural disasters and 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~~“Warning Concerning Forward-Looking ~~Statements~~”Statements” and Part I, Item ~~1A. “Risk~~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.

Table of Contents

~~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~~”“Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

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 quarter ended ~~June 30, 2022.~~March 31, 2023.
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
April 2022 — $ — — $ —
May 2022 312 39.88 — —
June 2022 450 36.37 — —
Total 762 $ 37.81 — —


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 2023	813	$	43.64	—	$	—
February 2023	441	41.05		—	—
March 2023	949	84.87		—	—
Total	2,203	$	60.88	—	$	—

(1) During the quarter ended ~~June 30, 2022,~~March 31, 2023, 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

2.1

†

Agreement and Plan of Merger, dated as of February 15, 2023, by and among BP Products North America Inc., Bluestar RTM Inc. and TravelCenters of America Inc. (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed February 16, 2023).

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~~

~~First Amendment to Second Amended and Restated Lease Agreement No.~~ ~~1, dated as of May 6, 2022,~~ ~~by and between HPT TA Properties Trust and TA Operating LLC (filed herewith)~~

~~10.2~~

†

~~Third~~ ~~Amendment to Comdata Merchant Agreement, dated as ofApril 14, 2022, by and between~~ ~~Comdata Inc.and TA Operating LLC~~ ~~(filed herewith)~~

~~10.3~~

†

~~Fourth Amendment to Comdata Merchant Agreement, dated as of May 20, 2022, by and between Comdata Inc. and TA Operating LLC (filed herewith)~~

~~10.4~~

~~Director Compensation Arrangements (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 10, 2022)~~

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)

~~Table of Contents~~

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)

104

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

~~† Confidential treatment has been granted as to certain portions of this Exhibit.~~

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† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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:

~~August 2, 2022~~April 27, 2023

Name:

Peter J. Crage

Title:

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

3732


	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	62,076		1,394		63,470
Revenues recognized from satisfied performance obligations during the period	(71,177)		(1,791)		(72,968)
Other	9,390		(430)		8,960
June 30, 2022	$	26,409	$	5,329	$	31,738


	Gallons Sold	Fuel Revenues
Results for the three months ended June 30, 2021	583,630	$	1,328,631
Increase due to petroleum products price changes		1,232,117
Decrease due to volume changes	(9,665)	(39,713)
Increase in wholesale fuel sales volume	355	722
Net change from prior year period	(9,310)	1,193,126
Results for the three months ended June 30, 2022	574,320	2,521,757


	Gallons Sold	Fuel Revenues
Results for the six months ended June 30, 2021	1,127,402	$	2,405,889
Increase due to petroleum products price changes		1,915,237
Decrease due to volume changes	(847)	(1,217)
Increase in wholesale fuel sales volume	3,051	7,961
Net change from prior year period	2,204	1,921,981
Results for the six months ended June 30, 2022	1,129,606	4,327,870