Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-33274 | ||
Entity Registrant Name | TravelCenters of America Inc. /MD/ | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 20-5701514 | ||
Entity Address, Address Line One | 24601 Center Ridge Road | ||
Entity Address, City or Town | Westlake | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44145-5639 | ||
City Area Code | 440 | ||
Local Phone Number | 808-9100 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 361 | ||
Entity Common Stock, Shares Outstanding | 14,838,543 | ||
Documents Incorporated by Reference | Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A, or our definitive Proxy Statement. | ||
Entity Central Index Key | 0001378453 | ||
Amendment Flag | false | ||
Entity Small Business | true | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Shares of Common Stock, $0.001 Par Value Per Share | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Shares of Common Stock, $0.001 Par Value Per Share | ||
Trading Symbol | TA | ||
Security Exchange Name | NASDAQ | ||
8.25% Senior Notes due 2028 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 8.25% Senior Notes due 2028 | ||
Trading Symbol | TANNI | ||
Security Exchange Name | NASDAQ | ||
8.00% Senior Notes due 2029 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 8.00% Senior Notes due 2029 | ||
Trading Symbol | TANNL | ||
Security Exchange Name | NASDAQ | ||
8.00% Senior Notes due 2030 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 8.00% Senior Notes due 2030 | ||
Trading Symbol | TANNZ | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Location | Cleveland, Ohio |
Auditor Name | RSM US LLP |
Auditor Firm ID | 49 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 536,002 | $ 483,151 |
Accounts receivable (net of allowance for doubtful accounts of $1,003 and $1,016 as of December 31, 2021 and 2020, respectively) | 111,392 | 94,429 |
Inventory | 191,843 | 172,830 |
Other current assets | 37,947 | 35,506 |
Total current assets | 877,184 | 785,916 |
Property and equipment, net | 831,427 | 801,789 |
Operating lease assets | 1,659,526 | 1,734,883 |
Goodwill | 22,213 | 22,213 |
Intangible assets, net | 10,934 | 11,529 |
Other noncurrent assets | 107,217 | 87,530 |
Total assets | 3,508,501 | 3,443,860 |
Current liabilities: | ||
Accounts payable | 206,420 | 158,075 |
Current operating lease liabilities | 118,005 | 111,255 |
Other current liabilities | 194,853 | 175,867 |
Total current liabilities | 519,278 | 445,197 |
Total long term debt, net | 524,781 | 525,397 |
Noncurrent operating lease liabilities | 1,655,359 | 1,763,166 |
Other noncurrent liabilities | 106,230 | 69,121 |
Total liabilities | 2,805,648 | 2,802,881 |
Stockholders' equity: | ||
Common stock, $0.001 par value, 216,000 and 216,000 shares of common stock authorized as of December 31, 2021 and 2020, respectively, and 14,839 and 14,574 shares of common stock issued and outstanding as of December 31, 2021 and 2020, respectively | 14 | 14 |
Additional paid-in capital | 785,597 | 781,841 |
Accumulated other comprehensive loss | (198) | (205) |
Accumulated deficit | (82,560) | (141,084) |
Total TA stockholders' equity | 702,853 | 640,566 |
Noncontrolling interest | 0 | 413 |
Total stockholders' equity | 702,853 | 640,979 |
Total liabilities and stockholders' equity | $ 3,508,501 | $ 3,443,860 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,003 | $ 1,016 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 216,000,000 | 216,000,000 |
Common stock, shares issued | 14,839,000 | 14,574,000 |
Common stock, shares outstanding (in shares) | 14,839,000 | 14,574,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Total revenues | $ 7,336,844 | $ 4,846,037 |
Cost of goods sold (excluding depreciation): | ||
Total cost of goods sold | 5,753,195 | 3,436,362 |
Site level operating expense | 955,385 | 870,329 |
Selling, general and administrative expense | 155,355 | 145,038 |
Operating lease costs | 255,627 | 255,743 |
Depreciation and amortization expense | 96,507 | 127,789 |
Other operating income, net | (2,275) | 0 |
Income from operations | 123,050 | 10,776 |
Interest expense, net | 46,786 | 30,479 |
Other expense, net | 810 | 1,379 |
Income (loss) before income taxes | 75,454 | (21,082) |
(Provision) benefit for income taxes | (17,263) | 6,178 |
Net income (loss) | 58,191 | (14,904) |
Less: net (loss) for noncontrolling interest | (333) | (1,005) |
Net income (loss) attributable to common stockholders | 58,524 | (13,899) |
Other comprehensive income (loss), net of taxes: | ||
Foreign currency income (loss), net of taxes of $6 and $26, respectively | 7 | (33) |
Other comprehensive income (loss) attributable to common stockholders | 7 | (33) |
Comprehensive income (loss) attributable to common stockholders | $ 58,531 | $ (13,932) |
Net income (loss) per share of common stock attributable to common stockholders: | ||
Basic and diluted net (loss) income per share of common stock attributable to common stockholders (in USD per share) | $ 4.01 | $ (1.23) |
Fuel | ||
Revenues: | ||
Total revenues | $ 5,374,695 | $ 3,084,323 |
Cost of goods sold (excluding depreciation): | ||
Total cost of goods sold | 4,981,903 | 2,750,971 |
Nonfuel | ||
Revenues: | ||
Total revenues | 1,946,732 | 1,747,418 |
Cost of goods sold (excluding depreciation): | ||
Total cost of goods sold | 771,292 | 685,391 |
Rent and royalties from franchisees | ||
Revenues: | ||
Total revenues | $ 15,417 | $ 14,296 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Foreign currency (loss) gain, taxes | $ 6 | $ 26 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 58,191 | $ (14,904) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Noncash rent credits, net | (22,880) | (21,486) |
Depreciation and amortization expense | 96,507 | 127,789 |
Gain on sale of assets | (2,275) | 0 |
Deferred income taxes | 16,949 | (5,418) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (17,060) | 78,328 |
Inventory | (19,011) | 23,460 |
Other assets | (8,016) | (1,514) |
Accounts payable and other liabilities | 42,925 | 46,952 |
Other, net | 9,131 | 11,201 |
Net cash provided by operating activities | 154,461 | 244,408 |
Cash flows from investing activities: | ||
Capital expenditures | (104,852) | (54,386) |
Proceeds from other asset sales | 11,526 | 1,873 |
Investment in equity investee | (1,350) | (2,928) |
Other | 762 | 286 |
Net cash used in investing activities | (93,914) | (55,155) |
Cash flows from financing activities: | ||
Net proceeds from underwritten equity offering | 0 | 79,980 |
Net proceeds from Term Loan Facility | 0 | 191,516 |
West Greenwich Loan borrowings | 0 | 16,600 |
Payments on West Greenwich Loan | (664) | 0 |
Payments on Term Loan | (2,000) | 0 |
Payments on Revolving Credit Facility | 0 | (7,900) |
Acquisition of stock from employees | (1,994) | (1,750) |
Other, net | (3,048) | (1,805) |
Net cash (used in) provided by financing activities | (7,706) | 276,641 |
Effect of exchange rate changes on cash | 10 | 51 |
Net increase in cash and cash equivalents | 52,851 | 465,945 |
Cash and cash equivalents at the beginning of the year | 483,151 | 17,206 |
Cash and cash equivalents at the end of the year | 536,002 | 483,151 |
Supplemental disclosure of cash flow information: | ||
Lease modification (operating to finance lease) | 28,201 | 0 |
Interest paid (including rent classified as interest and net of capitalized interest) | 44,249 | 28,039 |
Income taxes paid (refunded) | $ 682 | $ (1,210) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Total TA Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 8,307 | ||||||
Beginning balance at Dec. 31, 2019 | $ 572,536 | $ 571,053 | $ 8 | $ 698,402 | $ (172) | $ (127,185) | $ 1,483 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Grants under share award plan and stock based compensation, net (in shares) | 167 | ||||||
Grants under share award plan and stock based compensation, net | 3,465 | ||||||
Grants under share award plan and stock based compensation, net | 3,465 | 3,465 | |||||
Proceeds from underwritten public equity offering (in shares) | 6,100 | ||||||
Proceeds from underwritten public equity offering | 79,980 | 79,980 | $ 6 | 79,974 | |||
Distributions to noncontrolling interest | (65) | (65) | |||||
Other comprehensive income (loss), net of taxes | (33) | (33) | (33) | ||||
Net income (loss) | $ (14,904) | (13,899) | (13,899) | (1,005) | |||
Ending balance (in shares) at Dec. 31, 2020 | 14,574 | 14,574 | |||||
Ending balance at Dec. 31, 2020 | $ 640,979 | 640,566 | $ 14 | 781,841 | (205) | (141,084) | 413 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Grants under share award plan and stock based compensation, net (in shares) | 265 | ||||||
Grants under share award plan and stock based compensation, net | 3,756 | ||||||
Grants under share award plan and stock based compensation, net | 3,756 | 3,756 | |||||
Distributions to noncontrolling interest | (80) | (80) | |||||
Other comprehensive income (loss), net of taxes | 7 | 7 | 7 | ||||
Net income (loss) | $ 58,191 | 58,524 | 58,524 | (333) | |||
Ending balance (in shares) at Dec. 31, 2021 | 14,839 | 14,839 | |||||
Ending balance at Dec. 31, 2021 | $ 702,853 | $ 702,853 | $ 14 | $ 785,597 | $ (198) | $ (82,560) | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies General Information and Basis of Presentation TravelCenters of America Inc. is a Maryland corporation. We operate or franchise 280 travel centers, standalone truck service facilities and a standalone restaurant. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees. As of December 31, 2021, our business included 276 travel centers in 44 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, operated primarily under the "TravelCenters of America," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of these travel centers, we owned 51, we leased 181, we operated two for a joint venture in which we owned a noncontrolling interest and 42 were owned or leased from others by our franchisees. We operated 232 of our travel centers and franchisees operated 44 travel centers, including two we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as a wide range of truck repair and maintenance services, diesel exhaust fluid, full service restaurants, or FSRs, quick service restaurants, or QSRs and various customer amenities. As of December 31, 2021, our business included three standalone truck service facilities operated under the "TA Truck Service" brand name. Of these standalone truck service facilities, we leased two and owned one. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks. As of December 31, 2021, our business included one standalone restaurant that we operated for a joint venture in which we owned a noncontrolling interest. 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 Annual Report for more information about the sale of our QSL business. We manage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because they facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations. Our consolidated financial statements include the accounts of TravelCenters of America Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities where we control up to 50% of the investee's voting stock and have the ability to significantly influence, but not control, the investee's operating and financial policies. See Note 11 for more information about our equity investments. The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The COVID-19 pandemic has, and economic conditions occasionally in the past have, significantly altered the seasonal aspects of our business, and they may have similar impacts in the future. Significant Accounting Policies Revenue Recognition. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees. See Note 2 for more information about our revenues. Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents, the majority of which are held at major commercial banks. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts. We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition and actual write off history. We charge off account balances against the allowance when we believe it is probable the receivable will not be collected. Inventory. We state our inventory at the lower of cost or net realizable value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary. Property and Equipment. We record property and equipment as a result of business combinations based on their fair values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 10 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 20 years We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. Goodwill and Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net identifiable assets is recognized as goodwill. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. See Note 5 for more information about our goodwill and intangible assets. Impairment. We review definite lived assets for potential indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including our current expectations for projected fuel sales volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating expense and real estate rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate is used to measure the present value of projected future cash flows and is set at a rate we believe is likely to be used by a market participant using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying the impairment tests including estimates of future cash flows and discount rates, and in some instances we may obtain third party appraisals. We recognize impairment charges in the period during which the circumstances surrounding an asset or asset group to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset or asset group is made. We perform our impairment analysis for substantially all of our property and equipment and lease assets at the individual site level because that is the lowest level of asset and liability groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities. In March 2020, COVID-19 was declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary declared a public health emergency in the United States in response to the outbreak. The impact of the COVID-19 pandemic on our operations was included in our analyses. The ultimate adverse impact of the COVID-19 pandemic or a similar health crisis is highly uncertain. We are continuing to closely monitor the impact of the pandemic on all aspects of our business and intend to respond to developments accordingly. During 2021 and 2020, based on our evaluation of certain low performing owned and leased standalone restaurants, we incurred impairment charges of $650 and $6,574, respectively, to our property and equipment, which was included in depreciation and amortization expense and $1,262, to our operating lease assets during 2020, which was included in real estate expense in our consolidated statement of operations and comprehensive income (loss). We assess intangible assets with definite lives for impairment annually or whenever events or changes in circumstances warrant a revision to the remaining period of amortization. Definite lived intangible assets primarily include our agreements with franchisees. For 2021, definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees and any changes in the manner in which the assets were used that could impact the values of the assets. During 2021 and 2020, we did not record any impairment charges related to, or recognize a revision to the remaining period of amortization of, our definite lived intangible assets. We evaluate goodwill and indefinite lived intangible assets for impairment annually, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable, using either a quantitative or qualitative analysis. Indefinite lived intangible assets consisted of trademarks and their fair value was determined using a relief from royalty method. We subject goodwill and indefinite lived intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or indefinite lived intangible asset exceeds the fair market value of the asset. Goodwill is tested for impairment at the reporting unit level annually as of July 31, or more frequently if the circumstances warrant. We have one reporting unit, travel centers, due to the sale of our QSL business in April 2021. As of July 31, 2021, we evaluated our travel centers reporting unit for impairment using a qualitative analysis which included evaluating financial trends, industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on the assessment performed, we concluded that it is not more likely than not that the fair value of the travel centers reporting unit was less than its carrying amount. Annual impairment testing for the travel centers reporting unit for 2020 was performed using a quantitative analysis under which the fair value of our reporting unit was estimated using both an income approach and a market approach. Based on our analysis in 2020, we concluded that goodwill for our travel centers reporting unit was not impaired. During 2020, we performed an impairment assessment of the goodwill in our QSL reporting unit using the same quantitative analysis approach that we historically followed for our goodwill impairment assessments. Based on our analysis, during the second quarter of 2020, we recorded a goodwill impairment charge of $3,046, which was recognized in depreciation and amortization expense in our consolidated statement of operations and comprehensive income (loss) related to our QSL reporting unit prior to its disposal. We evaluate indefinite lived intangible assets for impairment as of November 30, or more frequently if the circumstances warrant. During 2021 and 2020, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment. During 2021 and 2020, we did not record any impairment charges related to our indefinite lived intangible assets. Stock Based Employee Compensation. We have historically granted awards of our shares of common stock under our share award plans. Stock awards issued to our Directors vest immediately. Stock awards made to others vest in five Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs are reasonably determinable. We include remediation expense within site level operating expense in our consolidated statements of operations and comprehensive income (loss). Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities. We recognize a receivable for estimated future environmental costs that we may be reimbursed for within other noncurrent assets in our consolidated balance sheets. See Note 14 for more information on our estimated future environmental costs. Software as a Service Agreements. We subscribe to software agreements, commonly referred to as Software as a Service agreements or cloud-based applications, as an alternative in some cases to developing or licensing internal-use software. We capitalize the implementation costs for these subscription services and amortize to expense over the terms of the respective contracts. On the consolidated balance sheets, the remaining unamortized implementation costs are recorded within other current assets and other noncurrent assets. We record the subscription fees and amortized implementation costs to either selling, general and administrative expense or site level operating expense (depending on the nature of the application) in our consolidated statements of operations and comprehensive income (loss). Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and potential claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for self- insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities. Asset Retirement Obligations. We recognize the future costs for our obligations related to the removal of our underground storage tanks and certain improvements we own at leased properties over the estimated useful lives of each asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an asset is installed. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. Our asset retirement obligations at December 31, 2021 and 2020, were $6,211 and $5,752, respectively, and are presented in other noncurrent liabilities in our consolidated balance sheets. Leasing Transactions. Leasing transactions are a material part of our business. We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our five leases with Service Properties Trust, or SVC. We recognize operating lease assets and liabilities for all leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. Our operating lease liabilities represent the present value of our unpaid lease payments. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in our leases with SVC and our incremental borrowing rate for all other leases. Certain of our leases include renewal options, and certain of our leases include escalation clauses and purchase options. Renewal periods are included in calculating our lease assets and liabilities when they are reasonably certain. We evaluate the potential inclusion of renewal periods on a case by case basis, based on terms of the applicable renewal option, the availability of comparable replacement property and our ability to bear the exit costs associated with the termination of the lease, among other things. We recognize rent under operating leases without scheduled rent increases as an expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis, which reduces our operating lease assets. The rent payments resulting from our sales to SVC of improvements to the properties we lease from SVC are contingent rent. We recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to SVC. See Note 8 for more information about our leases with SVC and our accounting for them. Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax basis and financial statement basis of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. See Note 10 for more information about our income taxes. Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation within our consolidated financial statements. Recently Issued Accounting Pronouncements The following table summarizes recent accounting standard updates, or ASU, 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 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This update eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. January 1, 2021 The implementation of this update did not have a material impact on our consolidated financial statements. Recently Issued 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 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2021-01 - Reference Rate Reform (Topic 848) Scope This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting This update provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues We recognize revenues based on the consideration specified in the contract with the customer, net of any sales incentives (such as customer loyalty programs and customer rebates) and excluding amounts collected on behalf of third parties (such as sales and excise taxes). The majority of our revenues are generated at the point of sale in our retail locations. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees. Fuel Revenues. We recognize fuel revenues and the related costs at the time of sale to customers at our company operated locations. We sell diesel fuel and gasoline to our customers at prices that we establish daily or are indexed to market prices and reset daily. We sell diesel fuel under pricing arrangements with certain customers. For the year ended December 31, 2021, approximately 89.9% of our diesel fuel volume was sold at discounts to posted prices under pricing arrangements with our fleet customers, some of which include rebates payable to the customer after the end of the period. Nonfuel Revenues. We recognize nonfuel revenues and the related costs at the time of sale to customers at our company operated locations. We sell a variety of nonfuel products and services at stated retail prices in our travel centers and standalone restaurants, as well as through our TA Truck Service Emergency Roadside Assistance®, TA Truck Service Mobile Maintenance®, and TA Commercial Tire Network™ programs. Truck repair and maintenance goods or services may be sold at discounted prices under pricing arrangements with certain customers, some of which include rebates payable to the customer after the end of the period. Rent and Royalties from Franchisees Revenues. We recognize franchise royalties and advertising fees from franchisees as revenue monthly based on the franchisees' sales data reported to us. Royalty revenues are contractual as a percentage of the franchisees' revenues and advertising fees are contractual as either a percentage of the franchisees' revenues or as a fixed amount. When we enter into a new franchise agreement or a renewal term with an existing franchisee, the franchisee is required to pay an initial or renewal franchise fee. Initial and renewal franchise fees are recognized as revenue on a straight line basis over the term of the respective franchise agreements. For those travel centers that we lease to a franchisee, we recognize rent revenues on a straight line basis based on the current contractual rent amount. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Because the rent increases related to these factors are contingent upon future events, we recognize the related rent revenues after such events have occurred. See Note 8 for more information about the travel centers we leased to franchisees. Other. Sales incentives and other promotional activities that we recognize as a reduction to revenues include, but are not limited to, the following: • Customer Loyalty Programs. We offer travel center trucking customers and casual restaurant diners the option to participate in our customer loyalty programs. Our customer loyalty programs provide customers with the right to earn loyalty awards on qualifying purchases that can be used for discounts on future purchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and will be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining the standalone selling price include the historic redemption rate and the use of a weighted average selling price for fuel to calculate the revenues attributable to the customer loyalty awards. • Customer Discounts and Rebates. We enter into agreements with certain customers in which we agree to provide discounts on fuel and/or truck service purchases, some of which are structured as rebates payable to the customer after the end of the period. We recognize the cost of discounts against, and in the same period as, the revenues that generated the discounts earned. • Gift Cards. We sell branded gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card subsequently is redeemed for goods or services. Unredeemed gift card balances are recognized as revenues when the possibility of redemption becomes remote. Disaggregation of Revenues We disaggregate our revenues based on the type of good or service provided to the customer, or by fuel revenues and nonfuel revenues, in our consolidated statements of operations and comprehensive income (loss). Nonfuel revenues disaggregated by type of good or service for the years ended December 31, 2021 and 2020, were as follows: Year Ended December 31, 2021 2020 Nonfuel revenues: Truck service $ 747,079 $ 670,847 Store and retail services 751,097 660,921 Restaurant 310,718 308,525 Diesel exhaust fluid 137,838 107,125 Total nonfuel revenues $ 1,946,732 $ 1,747,418 Contract Liabilities Our contract liabilities, which are presented in our consolidated balance sheets in other current and other noncurrent liabilities, primarily include deferred revenues related to our customer loyalty programs, gift cards, rebates payable to customers and other deferred revenues. The following table shows the changes in our contract liabilities between periods. Customer Deferred Franchise Fees and Other Total December 31, 2020 $ 22,821 $ 7,145 $ 29,966 Increases due to unsatisfied performance obligations arising during the period 127,425 12,679 140,104 Revenues recognized from satisfied performance obligations during the period (126,363) (11,181) (137,544) Other 2,237 (2,487) (250) December 31, 2021 $ 26,120 $ 6,156 $ 32,276 As of December 31, 2021, we expect the unsatisfied performance obligations relating to our customer loyalty programs will generally be satisfied within 12 months. As of December 31, 2021, the deferred initial and renewal franchise fee revenue expected to be recognized in future periods ranges between $507 and $595 for each of the years 2022 through 2026. |
Disposition Activity
Disposition Activity | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition Activity | Disposition ActivityOn 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 second quarter of 2021, we recognized a $606 loss on the sale of QSL, which was included in other operating income, net, |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Machinery, equipment and furniture $ 530,642 $ 531,755 Land and improvements 319,314 315,906 Leasehold improvements 342,952 296,396 Buildings and improvements 299,936 295,588 Construction in progress 60,590 14,391 Property and equipment, at cost 1,553,434 1,454,036 Less: accumulated depreciation and amortization 722,007 652,247 Property and equipment, net $ 831,427 $ 801,789 Total depreciation expense for the years ended December 31, 2021 and 2020, was $91,044 and $103,178, respectively, which included impairment charges of $650 and $6,574 for the years ended December 31, 2021 and 2020, related to our QSL business. The following table shows the amounts of property and equipment owned by SVC but recognized in operating lease assets in our consolidated balance sheets. December 31, 2021 2020 Leasehold improvements $ 99,411 $ 100,419 Property and equipment, at cost 99,411 100,419 Less: accumulated depreciation and amortization 83,819 82,919 Property and equipment, net $ 15,592 $ 17,500 At December 31, 2021, our property and equipment, net balance included $94,484 of improvements of the type that we historically requested that SVC purchase for an increase in annual minimum rent; however, we may elect not to sell some of those improvements and SVC is not obligated to purchase those improvements. See Note 8 for more information about our leases with SVC. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible Assets Intangible assets, net, as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 Cost Accumulated Net Amortizable intangible assets: Agreements with franchisees $ 15,215 $ (12,650) $ 2,565 Leasehold interests 2,094 (2,094) — Other 3,913 (3,451) 462 Total amortizable intangible assets 21,222 (18,195) 3,027 Carrying value of trademarks (indefinite lives) 7,907 — 7,907 Intangible assets, net $ 29,129 $ (18,195) $ 10,934 December 31, 2020 Cost Accumulated Net Amortizable intangible assets: Agreements with franchisees $ 17,134 $ (14,039) $ 3,095 Leasehold interests 2,094 (2,094) — Other 3,913 (3,386) 527 Total amortizable intangible assets 23,141 (19,519) 3,622 Carrying value of trademarks (indefinite lives) 7,907 — 7,907 Intangible assets, net $ 31,048 $ (19,519) $ 11,529 Total amortization expense for amortizable intangible assets for the years ended December 31, 2021 and 2020, was $595 and $1,547, respectively. We amortize our amortizable intangible assets over a weighted average period of approximately eight years. The aggregate amortization expense for our amortizable intangible assets as of December 31, 2021, for each of the next five years is: Total 2022 $ 490 2023 391 2024 391 2025 375 2026 322 Goodwill |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Taxes payable, other than income taxes $ 55,029 $ 56,028 Accrued wages and benefits (1) 39,493 46,390 Customer loyalty program accruals 26,120 22,821 Self insurance program accruals, current portion 15,870 15,415 Accrued capital expenditures 24,825 5,243 Current portion of long term debt 2,849 2,849 Other 30,667 27,121 Total other current liabilities $ 194,853 $ 175,867 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long Term Debt Long term debt, net of discount and deferred financing costs, as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 8.25% 2028 Senior Notes $ 108,021 $ 107,693 8.00% 2029 Senior Notes 117,063 116,694 8.00% 2030 Senior Notes 97,353 97,052 7.00% Term Loan Facility 189,274 190,113 3.85% West Greenwich Loan 15,125 15,758 Other 794 936 Total long term debt $ 527,630 $ 528,246 Less current portion 2,849 2,849 Total long term debt, net $ 524,781 $ 525,397 Senior Notes Our $110,000 2028 Senior Notes were issued in January 2013 and require us to pay interest quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. No principal payments are required prior to the maturity date. The 2028 Senior Notes mature on January 15, 2028. We may, at our option, at any time redeem some or all of the 2028 Senior Notes by paying 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date. Our $120,000 2029 Senior Notes were issued in December 2014 and require us to pay interest quarterly in arrears on February 28, May 31, August 31 and November 30 of each year. No principal payments are required prior to the maturity date. The 2029 Senior Notes mature on December 15, 2029. We may, at our option, at any time redeem some or all of the 2029 Senior Notes by paying 100% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date. Our $100,000 2030 Senior Notes were issued in October 2015 and require us to pay interest quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. No principal payments are required prior to the maturity date. The 2030 Senior Notes mature on October 15, 2030. We may, at our option, at any time redeem some or all of the 2030 Senior Notes by paying 100% of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date. We refer to the 2028 Senior Notes, 2029 Senior Notes and 2030 Senior Notes collectively as our Senior Notes, which are our senior unsecured obligations. The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time. Our Senior Notes are presented in our consolidated balance sheets as long term debt, net of deferred financing costs. We estimate that, based on their trading prices (a Level 2 input), the aggregate fair value of our Senior Notes was $348,880 on December 31, 2021. Term Loan Facility On December 14, 2020, we entered into a $200,000 Term Loan Facility, or the Term Loan Facility, which is secured by a pledge of all the equity interests of substantially all of our wholly owned subsidiaries, a pledge, subject to the prior interest of the lenders under our Credit Facility, of substantially all of our other assets and the assets of such wholly owned subsidiaries and mortgages on certain of our fee owned real properties. We 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. Interest on amounts outstanding under the Term Loan Facility are calculated at LIBOR, with a LIBOR floor of 100 basis points, plus 600 basis points and the Term Loan Facility matures on December 14, 2027. Our Term Loan Facility requires 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 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 defined 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 as of December 31, 2021. Remaining principal amounts outstanding under the Term Loan Facility may be prepaid beginning on December 14, 2022. West Greenwich Loan On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering our travel center located in West Greenwich, Rhode Island. The interest rate is fixed at 3.85% for five years based on the five year Federal Home Loan Bank rate plus 198 basis points, and will reset thereafter. The West Greenwich Loan requires us to make principal and interest payments monthly. The proceeds from the West Greenwich Loan were used for general business purposes. We may, at our option with 60 days prior written notice, repay the loan in full prior to the end of the 10 year term plus, if repaid prior to February 7, 2023, a nominal penalty. Revolving Credit Facility On December 14, 2020, we and certain of our subsidiaries entered into an amendment to our Amended and Restated Loan and Security Agreement, or the Credit Facility, with a group of commercial banks that matures on July 19, 2024. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount of this Credit Facility may be increased to $300,000. The Credit Facility may be used for general business purposes and allows for the issuance of letters of credit. Generally, no principal payments are due until maturity. Under the terms of the Credit Facility, interest is payable on outstanding borrowings at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At December 31, 2021, based on our qualified collateral, a total of $104,703 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2021, there were no borrowings under the Credit Facility and $14,128 of letters of credit issued under that facility, which reduced the amount available for borrowing under the Credit Facility, leaving $90,575 available for our use as of that date. IHOP Secured Advance Note On October 28, 2019, we entered into a multi unit franchise agreement with IHOP Franchisor LLC, or IHOP, in which we agreed to rebrand and convert certain of our full service restaurants to IHOP restaurants over five years, or the IHOP Agreement. Concurrent with entering into the IHOP Agreement, we entered into 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 December 31, 2021 and 2020, there were no loans outstanding under the IHOP Note. Debt Maturities The aggregate maturities of the required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2021, are as follows: Principal 2022 $ 2,855 2023 2,821 2024 2,829 2025 2,837 2026 2,814 Thereafter 530,020 Total (1) $ 544,176 (1) Total consolidated debt outstanding as of December 31, 2021, net of unamortized discounts and deferred financing costs totaling $16,546, was $527,630. Discount and Deferred Financing Costs As of December 31, 2021 and 2020, the unamortized balance of our deferred financing costs related to our Credit Facility were $876 and $1,010, respectively, net of accumulated amortization of $1,632 and $1,297, respectively, and are presented in other noncurrent assets in our consolidated balance sheets. During the years ended December 31, 2021 and 2020, we capitalized costs incurred related to the amendments of our Credit Facility of $201 and $500, respectively. As of December 31, 2021 and 2020, unamortized discount and debt issuance costs for our Term Loan Facility, Senior Notes and West Greenwich Loan totaled $16,546 and $18,736, respectively, net of accumulated amortization of $8,691 and $6,501, respectively, and are presented in our consolidated balance sheets as a reduction of long term debt, net. During the year ended December 31, 2020, we recorded a $8,484 discount and capitalized $1,454 of financing costs in connection with our Term Loan Facility, and capitalized $318 of financing costs in connection with our West Greenwich Loan. We estimate we will recognize future amortization of discount and deferred financing costs of $2,614 in 2022, $2,697 in 2023, $2,619 in 2024, $2,536 in 2025, and $2,642 in 2026. We recognized interest expense from the amortization of discount and deferred financing costs of $2,521 and $1,242 for the years ended December 31, 2021 and 2020, respectively. |
Leasing Transactions
Leasing Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leasing Transactions | 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 five leases with 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 December 31, 2021, our SVC Leases (as defined below), the leases covering our other properties, and most of our equipment leases, were classified as operating leases and certain of our other equipment leases and one ground lease pursuant to one SVC Lease were classified as finance leases. Finance lease assets were included in other noncurrent assets other current liabilities other noncurrent liabilities Leasing Agreements with SVC As of December 31, 2021, we leased from SVC a total of 179 properties under five leases. We refer to these five leases collectively as the SVC Leases. The SVC Leases expire between 2029 and 2035, subject to our right to extend those leases. We have two renewal options of 15 years each under each of the SVC Leases. The SVC Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which SVC leases the property and subleases it to us. We also are required generally to indemnify SVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The SVC Leases require us to maintain the leased properties, including structural and non-structural components. On March 9, 2021, we and SVC amended one of the SVC Leases to reflect the renewal of a third party ground lease at one 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 $253,202 and $250,446 for the years ended December 31, 2021 and 2020, respectively. Included in these rent expense amounts are percentage rent payable of $7,085 and $2,764 for 2021 and 2020, 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 $17,615 for 2021 and 2020, rent for properties we sublease from SVC of $8,111 and $7,923 for 2021 and 2020, respectively, and adjustments to record minimum annual rent on a straight line basis over the terms of the leases and estimated future payments by us for the cost of removing underground storage tanks on a straight line basis. As of December 31, 2021, the estimated future payments related to these underground storage tanks were $25,569 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was $22,018 as of December 31, 2021 and will be fully paid by January 31, 2023. As of December 31, 2021, 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 during the years ended December 31, 2021 and 2020. 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 $1,940 and $2,064 for the years ended December 31, 2021 and 2020, respectively. Lease Costs Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income (loss), as shown in the following table. For the years ended December 31, 2021 and 2020, our lease costs consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: Classification in our Consolidated Year Ended December 31, 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 9,101 4,524 Variable lease costs: other Real estate rent expense 541 628 Total real estate rent expense 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,018 — Interest on finance lease liabilities: other Interest expense, net 476 99 Sublease income Nonfuel revenues (1,940) (2,064) Net lease costs $ 262,832 $ 259,499 During the year ended December 31, 2020, we recognized an impairment charge of $1,262 relating to our operating lease assets with respect to our QSL business, which is included in real estate rent expense in our consolidated statements of operations and comprehensive income (loss). Lease Assets and Liabilities As of December 31, 2021 and 2020, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Operating lease assets: SVC Leases $ 1,649,142 $ 1,724,428 Other 10,384 10,455 Total operating lease assets $ 1,659,526 $ 1,734,883 Current operating lease liabilities: SVC Leases $ 114,372 $ 106,788 Other 3,633 4,467 Total current operating lease liabilities $ 118,005 $ 111,255 Noncurrent operating lease liabilities: SVC Leases $ 1,648,112 $ 1,756,449 Other 7,247 6,717 Total noncurrent operating lease liabilities $ 1,655,359 $ 1,763,166 As of December 31, 2021 and 2020, our finance lease assets and liabilities consisted of the following and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Finance lease assets: SVC Leases $ 26,542 $ — Other 15,781 5,224 Total finance lease assets $ 42,323 $ 5,224 Current finance lease liabilities: SVC Leases $ 1,517 $ — Other 2,814 684 Total current finance lease liabilities $ 4,331 $ 684 Noncurrent finance lease liabilities: SVC Leases $ 25,974 $ — Other 13,240 4,579 Total noncurrent finance lease liabilities $ 39,214 $ 4,579 Lease Maturities and Other Information Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Leases (1) Other Total Years ended December 31: 2022 $ 269,042 $ 3,938 $ 272,980 2023 255,469 2,601 258,070 2024 251,295 1,463 252,758 2025 251,283 1,334 252,617 2026 251,278 995 252,273 Thereafter 1,538,649 2,488 1,541,137 Total operating lease payments 2,817,016 12,819 2,829,835 Less: present value discount (2) (1,054,532) (1,939) (1,056,471) Present value of operating lease liabilities $ 1,762,484 $ 10,880 $ 1,773,364 (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 December 31, 2021 and 2020, was approximately 11 and 12 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2021 and 2020, was approximately 9.1%. During the years ended December 31, 2021 and 2020, we paid $278,506 and $277,229, respectively, for amounts that had been included in the measurement of our operating lease liabilities. Maturities of the finance lease liabilities related to the amended ground lease noted above and other finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Lease (1) Other Total Years ended December 31: 2022 $ 2,591 $ 3,274 $ 5,865 2023 2,656 3,262 5,918 2024 2,722 2,820 5,542 2025 2,790 2,576 5,366 2026 2,860 2,576 5,436 Thereafter 22,127 3,179 25,306 Total finance lease payments 35,746 17,687 53,433 Less: present value discount (2) (8,255) (1,633) (9,888) Present value of finance lease liabilities $ 27,491 $ 16,054 $ 43,545 (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 December 31, 2021 and 2020, was approximately 10 and 7 years, respectively. Our weighted average discount rate for our finance leases as of December 31, 2021 and 2020, was approximately 4.3% and 5.9%, respectively. During the years ended December 31, 2021 and 2020, we paid $3,982 and $244, respectively, for amounts that had been included in the measurement of our finance lease liabilities. As a Lessor As of December 31, 2021, we leased two travel centers to franchisees. These lease agreements expire in June 2022. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenues from these operating leases totaled $2,359 and $2,312 for the years ended December 31, 2021 and 2020, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of December 31, 2021, were $1,190 for 2022. See above for information regarding certain travel centers that we leased from SVC for which we sublease a portion of the travel centers to third parties to operate other retail operations. We also lease portions of owned properties to third parties to operate other retail operations. |
Leasing Transactions | 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 five leases with 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 December 31, 2021, our SVC Leases (as defined below), the leases covering our other properties, and most of our equipment leases, were classified as operating leases and certain of our other equipment leases and one ground lease pursuant to one SVC Lease were classified as finance leases. Finance lease assets were included in other noncurrent assets other current liabilities other noncurrent liabilities Leasing Agreements with SVC As of December 31, 2021, we leased from SVC a total of 179 properties under five leases. We refer to these five leases collectively as the SVC Leases. The SVC Leases expire between 2029 and 2035, subject to our right to extend those leases. We have two renewal options of 15 years each under each of the SVC Leases. The SVC Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which SVC leases the property and subleases it to us. We also are required generally to indemnify SVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The SVC Leases require us to maintain the leased properties, including structural and non-structural components. On March 9, 2021, we and SVC amended one of the SVC Leases to reflect the renewal of a third party ground lease at one 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 $253,202 and $250,446 for the years ended December 31, 2021 and 2020, respectively. Included in these rent expense amounts are percentage rent payable of $7,085 and $2,764 for 2021 and 2020, 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 $17,615 for 2021 and 2020, rent for properties we sublease from SVC of $8,111 and $7,923 for 2021 and 2020, respectively, and adjustments to record minimum annual rent on a straight line basis over the terms of the leases and estimated future payments by us for the cost of removing underground storage tanks on a straight line basis. As of December 31, 2021, the estimated future payments related to these underground storage tanks were $25,569 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was $22,018 as of December 31, 2021 and will be fully paid by January 31, 2023. As of December 31, 2021, 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 during the years ended December 31, 2021 and 2020. 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 $1,940 and $2,064 for the years ended December 31, 2021 and 2020, respectively. Lease Costs Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income (loss), as shown in the following table. For the years ended December 31, 2021 and 2020, our lease costs consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: Classification in our Consolidated Year Ended December 31, 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 9,101 4,524 Variable lease costs: other Real estate rent expense 541 628 Total real estate rent expense 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,018 — Interest on finance lease liabilities: other Interest expense, net 476 99 Sublease income Nonfuel revenues (1,940) (2,064) Net lease costs $ 262,832 $ 259,499 During the year ended December 31, 2020, we recognized an impairment charge of $1,262 relating to our operating lease assets with respect to our QSL business, which is included in real estate rent expense in our consolidated statements of operations and comprehensive income (loss). Lease Assets and Liabilities As of December 31, 2021 and 2020, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Operating lease assets: SVC Leases $ 1,649,142 $ 1,724,428 Other 10,384 10,455 Total operating lease assets $ 1,659,526 $ 1,734,883 Current operating lease liabilities: SVC Leases $ 114,372 $ 106,788 Other 3,633 4,467 Total current operating lease liabilities $ 118,005 $ 111,255 Noncurrent operating lease liabilities: SVC Leases $ 1,648,112 $ 1,756,449 Other 7,247 6,717 Total noncurrent operating lease liabilities $ 1,655,359 $ 1,763,166 As of December 31, 2021 and 2020, our finance lease assets and liabilities consisted of the following and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Finance lease assets: SVC Leases $ 26,542 $ — Other 15,781 5,224 Total finance lease assets $ 42,323 $ 5,224 Current finance lease liabilities: SVC Leases $ 1,517 $ — Other 2,814 684 Total current finance lease liabilities $ 4,331 $ 684 Noncurrent finance lease liabilities: SVC Leases $ 25,974 $ — Other 13,240 4,579 Total noncurrent finance lease liabilities $ 39,214 $ 4,579 Lease Maturities and Other Information Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Leases (1) Other Total Years ended December 31: 2022 $ 269,042 $ 3,938 $ 272,980 2023 255,469 2,601 258,070 2024 251,295 1,463 252,758 2025 251,283 1,334 252,617 2026 251,278 995 252,273 Thereafter 1,538,649 2,488 1,541,137 Total operating lease payments 2,817,016 12,819 2,829,835 Less: present value discount (2) (1,054,532) (1,939) (1,056,471) Present value of operating lease liabilities $ 1,762,484 $ 10,880 $ 1,773,364 (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 December 31, 2021 and 2020, was approximately 11 and 12 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2021 and 2020, was approximately 9.1%. During the years ended December 31, 2021 and 2020, we paid $278,506 and $277,229, respectively, for amounts that had been included in the measurement of our operating lease liabilities. Maturities of the finance lease liabilities related to the amended ground lease noted above and other finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Lease (1) Other Total Years ended December 31: 2022 $ 2,591 $ 3,274 $ 5,865 2023 2,656 3,262 5,918 2024 2,722 2,820 5,542 2025 2,790 2,576 5,366 2026 2,860 2,576 5,436 Thereafter 22,127 3,179 25,306 Total finance lease payments 35,746 17,687 53,433 Less: present value discount (2) (8,255) (1,633) (9,888) Present value of finance lease liabilities $ 27,491 $ 16,054 $ 43,545 (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 December 31, 2021 and 2020, was approximately 10 and 7 years, respectively. Our weighted average discount rate for our finance leases as of December 31, 2021 and 2020, was approximately 4.3% and 5.9%, respectively. During the years ended December 31, 2021 and 2020, we paid $3,982 and $244, respectively, for amounts that had been included in the measurement of our finance lease liabilities. As a Lessor As of December 31, 2021, we leased two travel centers to franchisees. These lease agreements expire in June 2022. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenues from these operating leases totaled $2,359 and $2,312 for the years ended December 31, 2021 and 2020, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of December 31, 2021, were $1,190 for 2022. See above for information regarding certain travel centers that we leased from SVC for which we sublease a portion of the travel centers to third parties to operate other retail operations. We also lease portions of owned properties to third parties to operate other retail operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Share Award Plans On May 19, 2016, our stockholders approved the TravelCenters of America LLC 2016 Equity Compensation Plan, and in 2019, the plan was amended and restated to reflect our conversion to a Maryland corporation and our reverse stock split effective August 1, 2019. In June 2021, the plan was amended and restated to increase the number of shares authorized for issuance by 900. The plan as amended, is referred to as the 2016 Plan. Under the terms of the 2016 Plan, 2,185 shares of common stock have been authorized for issuance under the terms of the 2016 Plan. The 2016 Plan replaced the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, or the 2007 Plan. No additional awards will be made under the 2007 Plan and the shares of common stock previously registered for offer and sale under the 2007 Plan but not yet issued were deregistered, although shares of common stock awarded under the 2007 Plan that had not yet vested have continued to vest in accordance with, and subject to, the terms of the related awards. We refer to the 2007 Plan and 2016 Plan collectively as the Share Award Plans. We awarded a total of 319 and 254 shares of common stock under the 2016 Plan during the years ended December 31, 2021 and 2020, respectively, with aggregate market values of $14,901 and $7,476, respectively, based on the closing prices of our shares of common stock on the Nasdaq on the dates of the awards. During the years ended December 31, 2021 and 2020, we recognized total stock based compensation expense of $5,750 and $5,215, respectively. During the years ended December 31, 2021 and 2020, the vesting date fair value of shares of common stock that vested was $8,832 and $6,965, respectively. The weighted average grant date fair value of shares of common stock awarded during the years ended December 31, 2021 and 2020, was $46.69 and $29.44, per share of common stock, respectively. Shares of common stock issued to Directors in that capacity vested immediately and the related stock based compensation expense was recognized on the date of the award. Shares of common stock issued to others in a non-Director capacity vest in five ten Number of Weighted Unvested shares of common stock as of December 31, 2019 412 $ 18.03 Granted 254 29.44 Vested (314) 21.92 Forfeited/canceled (3) 17.39 Unvested shares of common stock as of December 31, 2020 349 22.83 Granted 319 46.69 Vested (189) 29.26 Forfeited/canceled (11) 27.18 Unvested shares of common stock as of December 31, 2021 468 36.41 Stock Repurchases Certain recipients of stock awards may elect to have us withhold the number of their vesting shares of common stock with a fair market value sufficient to fund the required tax withholding obligations with respect to their stock awards. The shares that are withheld for tax obligations are not reissued and are recorded in additional paid-in capital in our consolidated balance sheets. For the years ended December 31, 2021 and 2020, we acquired through this share withholding process 43 and 84 shares of common stock, respectively, with an aggregate value of $1,994 and $1,750, respectively. Net Income (Loss) Per Share of Common Stock Attributable to Common Stockholders We calculate basic earnings per share of common stock by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. The net income (loss) attributable to participating securities is deducted from our net income (loss) attributable to common stockholders to determine the net income (loss) available to common stockholders. We calculate diluted earnings per share of common stock by adjusting weighted average outstanding shares of common stock, assuming conversion of all potentially dilutive stock securities, using the treasury stock method; but we had no dilutive stock securities outstanding as of December 31, 2021, nor at any time during the two year period then ended. Unvested shares of common stock issued under our Share Award Plans are deemed participating securities because they participate equally in earnings and losses with all of our other shares of common stock. The following table presents a reconciliation of net income (loss) attributable to common stockholders to net income (loss) available to common stockholders and the related earnings per share of common stock. Year Ended December 31, 2021 2020 Net income (loss) attributable to common stockholders $ 58,524 $ (13,899) Less: net income (loss) attributable to participating securities 1,349 (422) Net income (loss) available to common stockholders $ 57,175 $ (13,477) Weighted average shares of common stock (1) 14,252 10,961 Basic and diluted net income (loss) per share of common stock attributable to common stockholders $ 4.01 $ (1.23) (1) Excludes unvested shares of common stock awarded under our Share Award Plans, 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 was 336 and 344 for the years ended December 31, 2021 and 2020, respectively. Underwritten Public Equity Offering On July 6, 2020, we received net proceeds of $79,980, after $296 of offering costs and $5,124 of underwriting discounts and commissions, from the sale and issuance of 6,100 shares of our common stock in an underwritten public equity offering. We used the net proceeds from this offering to fund deferred maintenance and other capital expenditures necessary to enhance property conditions and implement growth initiatives, for working capital and for general corporate purposes. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We had a tax provision of $17,263 for the year ended December 31, 2021, and a tax benefit of $6,178 for the year ended December 31, 2020. Effective Tax Rate Reconciliation Year Ended December 31, 2021 2020 U.S. federal income tax (provision) benefit using statutory rate $ (15,915) $ 4,427 State income tax (provision) benefit, net of federal impact (3,204) 651 Benefit of tax credits 2,783 2,090 Nondeductible executive compensation (841) (1,011) Other, net (86) 21 Total (provision) benefit for income taxes $ (17,263) $ 6,178 Components of the (Provision) Benefit For Income Taxes Year Ended December 31, 2021 2020 Current tax (provision) benefit: Federal $ — $ 912 State (310) (152) Foreign (4) — Total current tax (provision) benefit (314) 760 Deferred tax (provision) benefit: Federal (13,990) 4,443 State (2,959) 975 Total deferred tax (provision) benefit (16,949) 5,418 Total (provision) benefit for income taxes $ (17,263) $ 6,178 Components of Deferred Tax Assets and Liabilities December 31, 2021 2020 Deferred tax assets: Tax loss carryforwards $ 48,847 $ 57,748 Tax credit carryforwards 40,940 37,539 Leasing arrangements 29,519 30,983 Reserves 25,587 26,828 Asset retirement obligations 1,618 1,425 Other 2,226 160 Total deferred tax assets before valuation allowance 148,737 154,683 Valuation allowance (2,099) (1,386) Total deferred tax assets 146,638 153,297 Deferred tax liabilities: Property and equipment (110,039) (102,461) Goodwill and intangible assets (1,887) (1,410) Other (2,242) — Total deferred tax liabilities (114,168) (103,871) Net deferred tax assets $ 32,470 $ 49,426 At December 31, 2021, we had carryforwards for federal net operating losses, state net operating losses and federal tax credits of $201,245, $142,667 and $40,940, respectively. Although not anticipated, $6,941 and $121,674 of the federal net operating losses are scheduled to expire in 2036 and 2037, respectively, if unused. We anticipate $3,957 of the state net operating losses will expire in 2022; if not utilized, a portion of the state net operating losses may need to be written off; however, a valuation allowance of $273 has been recorded relating to these losses. Federal tax credit carryforwards related to the Foreign Tax Credit of $330 may expire between 2022 and 2024 if unused. We have a valuation allowance against these credits as we do not expect to be able to utilize them before expiration. As of December 31, 2021 and 2020, we had a total valuation allowance of $2,099 and $1,386, respectively, related to foreign credit carryforwards, state net operating losses and deferred tax assets in foreign jurisdictions due to the uncertainty of their realization. The net deferred tax assets presented in the table above are included in other noncurrent assets in our consolidated balance sheets. Our U.S. federal income tax returns are subject to tax examinations for the years ended December 31, 2010 and December 31, 2018, through the current period. Our state and Canadian income tax returns are generally subject to examination for the tax years ended December 31, 2017, through the current period. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted by the taxing authorities to the extent the carryforwards are utilized in a subsequent year. |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity Investments As of December 31, 2021 and 2020, our investment in equity affiliates, which is presented in our consolidated balance sheets in other noncurrent assets, and our proportional share of our investees' net income (loss), which is included in other expense, net in our consolidated statements of operations and comprehensive income (loss), were as follows: PTP Other (1) Total Investment balance: As of December 31, 2021 $ 23,604 $ 1,052 $ 24,656 As of December 31, 2020 24,115 3,610 27,725 Income (loss) from equity investments: Year ended December 31, 2021 $ 3,088 $ (3,895) $ (807) Year ended December 31, 2020 3,598 (4,986) (1,388) (1) Includes our investments in Affiliates Insurance Company, or AIC, and QuikQ LLC, or QuikQ. Petro Travel Plaza Holdings LLC Petro Travel Plaza Holdings LLC, or PTP, is a joint venture between us and Tejon Development Corporation that owns two travel centers, three convenience stores and one standalone restaurant in California. We own a 40.0% interest in PTP and we receive a management fee from PTP to operate these locations. We recognized management fee income of $1,639 and $1,506 for the years ended December 31, 2021 and 2020, respectively, which is included in nonfuel revenues in our consolidated statements of operations and comprehensive income (loss). QuikQ LLC 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 expense, net in our consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2021. The investment will continue to be accounted for under the equity method. Affiliates Insurance Company In connection with the dissolution of AIC on February 13, 2020, we received the final capital distribution in December 2021 of $12. See Note 13 for more information regarding our prior investment in AIC. Summarized Financial Information The following table sets forth summarized financial information of our equity investments and does not represent the amounts we have included in our consolidated statements of operations and comprehensive income (loss) in connection with our equity investments. Year Ended December 31, 2021 2020 Total revenues $ 141,796 $ 89,800 Cost of goods sold (excluding depreciation) 102,857 56,667 Income from operations 112 358 Net (loss) income (208) 9 Fair Value It is not practicable to estimate the fair value of our equity investments because of the lack of quoted market prices and the inability to estimate current fair value without incurring excessive costs. However, management believes that the carrying amounts of our equity investments at December 31, 2021, were not impaired given these companies' overall financial condition and earnings trends. |
Business Management Agreement w
Business Management Agreement with RMR | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Business Management Agreement with RMR | Business Management Agreement with RMR We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally, including but not limited to, services related to compliance with various laws and rules applicable to our status as a publicly traded company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like. See Note 13 for more information regarding our relationship, agreements and transactions with RMR. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our fuel gross margin (which is our fuel revenues less our fuel cost of goods sold) plus our total nonfuel revenues. The fee is payable monthly and totaled $14,037 and $12,485 for the years ended December 31, 2021 and 2020, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss). The current term of our business management agreement with RMR ends on December 31, 2022, and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. RMR may terminate the business management agreement upon 120 days' written notice, and we may terminate upon 60 days' written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or do not renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal. We are also generally responsible for all of our expenses and certain expenses incurred or arranged by RMR on our behalf. RMR also provides internal audit services to us and we pay to RMR our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its subsidiaries provide management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit. The amounts recognized as expense for RMR internal audit costs allocated to us were $255 and $281 for the years ended December 31, 2021 and 2020, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss) and are in addition to the business management fees paid to RMR. Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. RMR has agreed to provide certain transition services to us for 120 days following termination by us or notice of termination by RMR. 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 one of our Managing Directors, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc. and is a managing director and the president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR. Jonathan M. Pertchik, our other Managing Director and Chief Executive Officer, also serves as an officer and employee of RMR. Certain of our other officers and SVC's officers also serve as officers and employees of RMR. Some of our Independent Directors also 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. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies. As of December 31, 2021, Mr. Portnoy beneficially owned 659 shares of our common stock (including indirectly through RMR), representing approximately 4.4% of our outstanding shares of common stock. This amount includes 219 shares of our common stock that RMR purchased in our underwritten public equity offering in July 2020 at the public offering price of $14 per share and 105 shares of our common stock that RMR purchased from our former Managing Director and Chief Executive Officer, Andrew J. Rebholz, in September 2020, pursuant to a right of first refusal granted to RMR in connection with Mr. Rebholz's retirement. Relationship with SVC We are SVC's largest tenant and SVC is our principal landlord and our second largest stockholder. As of December 31, 2021, SVC owned 1,185 shares of our common stock, representing approximately 8.0% of our outstanding shares of common stock, which amount includes 501 shares of our common stock that SVC purchased in our underwritten public equity offering in July 2020 at the public offering price of $14 per share. Ethan S. Bornstein, Mr. Portnoy's brother-in-law, served as an executive officer of SVC until he resigned on December 31, 2020, in connection with his retirement. See Note 8 for more information about our lease agreements and transactions with SVC. Spin-Off Transaction Agreement. In connection with our spin-off from SVC in 2007, we entered a transaction agreement with SVC and RMR, pursuant to which we granted SVC a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted SVC and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which SVC or such other companies invest before we do. We also agreed that for so long as we are a tenant of SVC we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under the SVC Leases; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of certain of our Directors to continue to constitute a majority of our Board of Directors or any such tenant or guarantor. Also, we agreed not to take any action that might reasonably be expected to have a material adverse impact on SVC's ability to qualify as a real estate investment trust and to indemnify SVC for any liabilities it may incur relating to our assets and business. 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 12 for more information about our business management agreement with RMR. RMR also provides management services to SVC, and Mr. Portnoy also serves as a managing trustee and chair of the board of trustees of SVC. Stock Awards to RMR Employees. We award shares of common stock to certain employees of RMR who are not also Directors, officers or employees of ours. During the years ended December 31, 2021 and 2020, we awarded to such persons a total of 29 and 16 of our shares of common stock valued at $1,403 and $519, in aggregate, respectively, based upon the closing prices of our shares of common stock on the Nasdaq on the dates the awards were made. These share awards to RMR employees are in addition to the fees we paid to RMR and the stock awards to our Directors, officers and employees (some of whom are also officers and employees of RMR). See Note 9 for more information regarding our stock awards and activity as well as certain stock purchases we made in connection with stock award recipients satisfying tax withholding obligations on vesting stock awards. Relationship with AIC Until its dissolution on February 13, 2020, we, ABP Trust, SVC and four other companies to which RMR provides management services owned AIC in equal portions. We and the other AIC shareholders historically participated in a combined property insurance program arranged and reinsured in part by AIC until June 30, 2019. Our investment in AIC had a carrying value of $12 as of December 31, 2020. This amount is included in other noncurrent assets in our consolidated balance sheets. We recognized income of $0 related to our investment in AIC for the year ended December 31, 2020. We received the final capital distribution in December 2021 of $12. Retirement and Separation Arrangements In December 2019, we and RMR entered into a retirement agreement with Mr. Rebholz. Pursuant to his retirement agreement, Mr. Rebholz continued to serve, through June 30, 2020, as a non-executive employee in order to assist in transitioning his duties and responsibilities to his successor. Under Mr. Rebholz's retirement agreement, consistent with past practice, we paid Mr. Rebholz his current annual base salary of $300 until June 30, 2020, a cash bonus in the amount of $1,000 in December 2019, and an additional cash payment in the amount of $1,000 in June 2020, and we fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Rebholz. In February 2020, we and RMR entered into a separation agreement with our former Executive Vice President, Chief Financial Officer and Treasurer, William E. Myers. Pursuant to his separation agreement, in 2020, we paid Mr. Myers $300 and fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Myers. Sale of Property In May 2021, we sold a property located in Mesquite, Texas to Industrial Logistics Properties Trust, or ILPT, for a sales price of $2,200, excluding selling costs of $15. RMR provides management services to ILPT and Mr. Portnoy serves as the chair of the board of trustees and as a managing trustee of ILPT. The gain on sale of assets of $1,504 was included in other operating expense (income), net for the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Business Management Agreement with RMR We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally, including but not limited to, services related to compliance with various laws and rules applicable to our status as a publicly traded company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like. See Note 13 for more information regarding our relationship, agreements and transactions with RMR. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our fuel gross margin (which is our fuel revenues less our fuel cost of goods sold) plus our total nonfuel revenues. The fee is payable monthly and totaled $14,037 and $12,485 for the years ended December 31, 2021 and 2020, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss). The current term of our business management agreement with RMR ends on December 31, 2022, and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. RMR may terminate the business management agreement upon 120 days' written notice, and we may terminate upon 60 days' written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or do not renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal. We are also generally responsible for all of our expenses and certain expenses incurred or arranged by RMR on our behalf. RMR also provides internal audit services to us and we pay to RMR our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its subsidiaries provide management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit. The amounts recognized as expense for RMR internal audit costs allocated to us were $255 and $281 for the years ended December 31, 2021 and 2020, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss) and are in addition to the business management fees paid to RMR. Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. RMR has agreed to provide certain transition services to us for 120 days following termination by us or notice of termination by RMR. 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 one of our Managing Directors, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc. and is a managing director and the president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR. Jonathan M. Pertchik, our other Managing Director and Chief Executive Officer, also serves as an officer and employee of RMR. Certain of our other officers and SVC's officers also serve as officers and employees of RMR. Some of our Independent Directors also 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. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies. As of December 31, 2021, Mr. Portnoy beneficially owned 659 shares of our common stock (including indirectly through RMR), representing approximately 4.4% of our outstanding shares of common stock. This amount includes 219 shares of our common stock that RMR purchased in our underwritten public equity offering in July 2020 at the public offering price of $14 per share and 105 shares of our common stock that RMR purchased from our former Managing Director and Chief Executive Officer, Andrew J. Rebholz, in September 2020, pursuant to a right of first refusal granted to RMR in connection with Mr. Rebholz's retirement. Relationship with SVC We are SVC's largest tenant and SVC is our principal landlord and our second largest stockholder. As of December 31, 2021, SVC owned 1,185 shares of our common stock, representing approximately 8.0% of our outstanding shares of common stock, which amount includes 501 shares of our common stock that SVC purchased in our underwritten public equity offering in July 2020 at the public offering price of $14 per share. Ethan S. Bornstein, Mr. Portnoy's brother-in-law, served as an executive officer of SVC until he resigned on December 31, 2020, in connection with his retirement. See Note 8 for more information about our lease agreements and transactions with SVC. Spin-Off Transaction Agreement. In connection with our spin-off from SVC in 2007, we entered a transaction agreement with SVC and RMR, pursuant to which we granted SVC a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted SVC and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which SVC or such other companies invest before we do. We also agreed that for so long as we are a tenant of SVC we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under the SVC Leases; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of certain of our Directors to continue to constitute a majority of our Board of Directors or any such tenant or guarantor. Also, we agreed not to take any action that might reasonably be expected to have a material adverse impact on SVC's ability to qualify as a real estate investment trust and to indemnify SVC for any liabilities it may incur relating to our assets and business. 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 12 for more information about our business management agreement with RMR. RMR also provides management services to SVC, and Mr. Portnoy also serves as a managing trustee and chair of the board of trustees of SVC. Stock Awards to RMR Employees. We award shares of common stock to certain employees of RMR who are not also Directors, officers or employees of ours. During the years ended December 31, 2021 and 2020, we awarded to such persons a total of 29 and 16 of our shares of common stock valued at $1,403 and $519, in aggregate, respectively, based upon the closing prices of our shares of common stock on the Nasdaq on the dates the awards were made. These share awards to RMR employees are in addition to the fees we paid to RMR and the stock awards to our Directors, officers and employees (some of whom are also officers and employees of RMR). See Note 9 for more information regarding our stock awards and activity as well as certain stock purchases we made in connection with stock award recipients satisfying tax withholding obligations on vesting stock awards. Relationship with AIC Until its dissolution on February 13, 2020, we, ABP Trust, SVC and four other companies to which RMR provides management services owned AIC in equal portions. We and the other AIC shareholders historically participated in a combined property insurance program arranged and reinsured in part by AIC until June 30, 2019. Our investment in AIC had a carrying value of $12 as of December 31, 2020. This amount is included in other noncurrent assets in our consolidated balance sheets. We recognized income of $0 related to our investment in AIC for the year ended December 31, 2020. We received the final capital distribution in December 2021 of $12. Retirement and Separation Arrangements In December 2019, we and RMR entered into a retirement agreement with Mr. Rebholz. Pursuant to his retirement agreement, Mr. Rebholz continued to serve, through June 30, 2020, as a non-executive employee in order to assist in transitioning his duties and responsibilities to his successor. Under Mr. Rebholz's retirement agreement, consistent with past practice, we paid Mr. Rebholz his current annual base salary of $300 until June 30, 2020, a cash bonus in the amount of $1,000 in December 2019, and an additional cash payment in the amount of $1,000 in June 2020, and we fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Rebholz. In February 2020, we and RMR entered into a separation agreement with our former Executive Vice President, Chief Financial Officer and Treasurer, William E. Myers. Pursuant to his separation agreement, in 2020, we paid Mr. Myers $300 and fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Myers. Sale of Property In May 2021, we sold a property located in Mesquite, Texas to Industrial Logistics Properties Trust, or ILPT, for a sales price of $2,200, excluding selling costs of $15. RMR provides management services to ILPT and Mr. Portnoy serves as the chair of the board of trustees and as a managing trustee of ILPT. The gain on sale of assets of $1,504 was included in other operating expense (income), net for the year ended December 31, 2021. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the SVC Leases, we generally have agreed to indemnify SVC for any environmental liabilities related to properties that we lease from SVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. We have entered into certain other arrangements in which we have agreed to indemnify third parties for environmental liabilities and expenses resulting from our operations. From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we have received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement and for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed. At December 31, 2021, we had an accrued liability of $3,229 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $606, resulting in an estimated net amount of $2,623 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations. We currently have 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 changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that a material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us. Legal Proceedings We are routinely involved in various legal and administrative proceedings incidental to the ordinary course of business, including commercial disputes, employment related claims, wage and hour claims, premises liability claims and tax audits among others. We do not expect that any litigation or administrative proceedings in which we are presently involved, or of which we are aware, will have a material adverse effect on our business, financial condition, results of operations or cash flows. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Nonfuel products $ 146,313 $ 143,440 Fuel products 45,530 29,390 Total inventory $ 191,843 $ 172,830 |
Reorganization Plan
Reorganization Plan | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Reorganization Plan | Reorganization PlanOn April 30, 2020, we committed to and initiated a reorganization plan, or the Reorganization Plan, to improve the efficiency of our operations. As part of the Reorganization Plan, we reduced our headcount and eliminated certain positions. For the year ended December 31, 2020, we recognized Reorganization Plan costs of $4,288, which are comprised primarily of severance, outplacement services, stock based compensation expense associated with the accelerated vesting of previously granted stock awards for certain employees and fees for recruitment of certain executive positions. These Reorganization Plan costs are recorded as selling, general and administrative expense in our consolidated statement of operations and comprehensive income (loss). As of December 31, 2021, there were no remaining payments outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Segment Reporting | We manage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because they facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations. |
Consolidation | Our consolidated financial statements include the accounts of TravelCenters of America Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities where we control up to 50% of the investee's voting stock and have the ability to significantly influence, but not control, the investee's operating and financial policies. |
Basis of Presentation | The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The COVID-19 pandemic has, and economic conditions occasionally in the past have, significantly altered the seasonal aspects of our business, and they may have similar impacts in the future. |
Cash and Cash Equivalents | Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents, the majority of which are held at major commercial banks. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts. We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition and actual write off history. We charge off account balances against the allowance when we believe it is probable the receivable will not be collected. |
Inventory | Inventory. We state our inventory at the lower of cost or net realizable value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary. |
Property and Equipment | Property and Equipment. We record property and equipment as a result of business combinations based on their fair values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 10 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 20 years We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net identifiable assets is recognized as goodwill. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. |
Impairment | Impairment. We review definite lived assets for potential indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including our current expectations for projected fuel sales volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating expense and real estate rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate is used to measure the present value of projected future cash flows and is set at a rate we believe is likely to be used by a market participant using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying the impairment tests including estimates of future cash flows and discount rates, and in some instances we may obtain third party appraisals. We recognize impairment charges in the period during which the circumstances surrounding an asset or asset group to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset or asset group is made. We perform our impairment analysis for substantially all of our property and equipment and lease assets at the individual site level because that is the lowest level of asset and liability groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities. In March 2020, COVID-19 was declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary declared a public health emergency in the United States in response to the outbreak. The impact of the COVID-19 pandemic on our operations was included in our analyses. The ultimate adverse impact of the COVID-19 pandemic or a similar health crisis is highly uncertain. We are continuing to closely monitor the impact of the pandemic on all aspects of our business and intend to respond to developments accordingly. During 2021 and 2020, based on our evaluation of certain low performing owned and leased standalone restaurants, we incurred impairment charges of $650 and $6,574, respectively, to our property and equipment, which was included in depreciation and amortization expense and $1,262, to our operating lease assets during 2020, which was included in real estate expense in our consolidated statement of operations and comprehensive income (loss). We assess intangible assets with definite lives for impairment annually or whenever events or changes in circumstances warrant a revision to the remaining period of amortization. Definite lived intangible assets primarily include our agreements with franchisees. For 2021, definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees and any changes in the manner in which the assets were used that could impact the values of the assets. During 2021 and 2020, we did not record any impairment charges related to, or recognize a revision to the remaining period of amortization of, our definite lived intangible assets. We evaluate goodwill and indefinite lived intangible assets for impairment annually, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable, using either a quantitative or qualitative analysis. Indefinite lived intangible assets consisted of trademarks and their fair value was determined using a relief from royalty method. We subject goodwill and indefinite lived intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or indefinite lived intangible asset exceeds the fair market value of the asset. Goodwill is tested for impairment at the reporting unit level annually as of July 31, or more frequently if the circumstances warrant. We have one reporting unit, travel centers, due to the sale of our QSL business in April 2021. As of July 31, 2021, we evaluated our travel centers reporting unit for impairment using a qualitative analysis which included evaluating financial trends, industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on the assessment performed, we concluded that it is not more likely than not that the fair value of the travel centers reporting unit was less than its carrying amount. Annual impairment testing for the travel centers reporting unit for 2020 was performed using a quantitative analysis under which the fair value of our reporting unit was estimated using both an income approach and a market approach. Based on our analysis in 2020, we concluded that goodwill for our travel centers reporting unit was not impaired. During 2020, we performed an impairment assessment of the goodwill in our QSL reporting unit using the same quantitative analysis approach that we historically followed for our goodwill impairment assessments. Based on our analysis, during the second quarter of 2020, we recorded a goodwill impairment charge of $3,046, which was recognized in depreciation and amortization expense in our consolidated statement of operations and comprehensive income (loss) related to our QSL reporting unit prior to its disposal. We evaluate indefinite lived intangible assets for impairment as of November 30, or more frequently if the circumstances warrant. During 2021 and 2020, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment. During 2021 and 2020, we did not record any impairment charges related to our indefinite lived intangible assets. |
Stock Based Employee Compensation | Stock Based Employee Compensation. We have historically granted awards of our shares of common stock under our share award plans. Stock awards issued to our Directors vest immediately. Stock awards made to others vest in five |
Environmental Remediation | Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs are reasonably determinable. We include remediation expense within site level operating expense in our consolidated statements of operations and comprehensive income (loss). Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities. We recognize a receivable for estimated future environmental costs that we may be reimbursed for within other noncurrent assets in our consolidated balance sheets. |
Software as a Service Agreements | Software as a Service Agreements. We subscribe to software agreements, commonly referred to as Software as a Service agreements or cloud-based applications, as an alternative in some cases to developing or licensing internal-use software. We capitalize the implementation costs for these subscription services and amortize to expense over the terms of the respective contracts. On the consolidated balance sheets, the remaining unamortized implementation costs are recorded within other current assets and other noncurrent assets. We record the subscription fees and amortized implementation costs to either selling, general and administrative expense or site level operating expense (depending on the nature of the application) in our consolidated statements of operations and comprehensive income (loss). |
Self Insurance Accruals | Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and potential claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for self- insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities. |
Asset Retirement Obligations | Asset Retirement Obligations. We recognize the future costs for our obligations related to the removal of our underground storage tanks and certain improvements we own at leased properties over the estimated useful lives of each asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an asset is installed. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. |
Leasing Transactions | Leasing Transactions. Leasing transactions are a material part of our business. We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our five leases with Service Properties Trust, or SVC. We recognize operating lease assets and liabilities for all leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. Our operating lease liabilities represent the present value of our unpaid lease payments. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in our leases with SVC and our incremental borrowing rate for all other leases. Certain of our leases include renewal options, and certain of our leases include escalation clauses and purchase options. Renewal periods are included in calculating our lease assets and liabilities when they are reasonably certain. We evaluate the potential inclusion of renewal periods on a case by case basis, based on terms of the applicable renewal option, the availability of comparable replacement property and our ability to bear the exit costs associated with the termination of the lease, among other things. other noncurrent assets other current liabilities other noncurrent liabilities |
Income Taxes | Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax basis and financial statement basis of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Reclassifications | Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation within our consolidated financial statements. |
Recently Issued Accounting Pronouncement | Recently Issued Accounting Pronouncements The following table summarizes recent accounting standard updates, or ASU, 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 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This update eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. January 1, 2021 The implementation of this update did not have a material impact on our consolidated financial statements. Recently Issued 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 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2021-01 - Reference Rate Reform (Topic 848) Scope This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting This update provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. |
Revenue Recognition | Fuel Revenues. We recognize fuel revenues and the related costs at the time of sale to customers at our company operated locations. We sell diesel fuel and gasoline to our customers at prices that we establish daily or are indexed to market prices and reset daily. We sell diesel fuel under pricing arrangements with certain customers. For the year ended December 31, 2021, approximately 89.9% of our diesel fuel volume was sold at discounts to posted prices under pricing arrangements with our fleet customers, some of which include rebates payable to the customer after the end of the period. Nonfuel Revenues. We recognize nonfuel revenues and the related costs at the time of sale to customers at our company operated locations. We sell a variety of nonfuel products and services at stated retail prices in our travel centers and standalone restaurants, as well as through our TA Truck Service Emergency Roadside Assistance®, TA Truck Service Mobile Maintenance®, and TA Commercial Tire Network™ programs. Truck repair and maintenance goods or services may be sold at discounted prices under pricing arrangements with certain customers, some of which include rebates payable to the customer after the end of the period. Rent and Royalties from Franchisees Revenues. We recognize franchise royalties and advertising fees from franchisees as revenue monthly based on the franchisees' sales data reported to us. Royalty revenues are contractual as a percentage of the franchisees' revenues and advertising fees are contractual as either a percentage of the franchisees' revenues or as a fixed amount. When we enter into a new franchise agreement or a renewal term with an existing franchisee, the franchisee is required to pay an initial or renewal franchise fee. Initial and renewal franchise fees are recognized as revenue on a straight line basis over the term of the respective franchise agreements. Other. Sales incentives and other promotional activities that we recognize as a reduction to revenues include, but are not limited to, the following: • Customer Loyalty Programs. We offer travel center trucking customers and casual restaurant diners the option to participate in our customer loyalty programs. Our customer loyalty programs provide customers with the right to earn loyalty awards on qualifying purchases that can be used for discounts on future purchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and will be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining the standalone selling price include the historic redemption rate and the use of a weighted average selling price for fuel to calculate the revenues attributable to the customer loyalty awards. • Customer Discounts and Rebates. We enter into agreements with certain customers in which we agree to provide discounts on fuel and/or truck service purchases, some of which are structured as rebates payable to the customer after the end of the period. We recognize the cost of discounts against, and in the same period as, the revenues that generated the discounts earned. • Gift Cards. We sell branded gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card subsequently is redeemed for goods or services. Unredeemed gift card balances are recognized as revenues when the possibility of redemption becomes remote. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment, net | We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 10 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 20 years Property and equipment, net as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Machinery, equipment and furniture $ 530,642 $ 531,755 Land and improvements 319,314 315,906 Leasehold improvements 342,952 296,396 Buildings and improvements 299,936 295,588 Construction in progress 60,590 14,391 Property and equipment, at cost 1,553,434 1,454,036 Less: accumulated depreciation and amortization 722,007 652,247 Property and equipment, net $ 831,427 $ 801,789 The following table shows the amounts of property and equipment owned by SVC but recognized in operating lease assets in our consolidated balance sheets. December 31, 2021 2020 Leasehold improvements $ 99,411 $ 100,419 Property and equipment, at cost 99,411 100,419 Less: accumulated depreciation and amortization 83,819 82,919 Property and equipment, net $ 15,592 $ 17,500 |
Schedule of recent accounting standard updates | The following table summarizes recent accounting standard updates, or ASU, 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 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This update eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. January 1, 2021 The implementation of this update did not have a material impact on our consolidated financial statements. Recently Issued 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 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2021-01 - Reference Rate Reform (Topic 848) Scope This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting This update provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Nonfuel revenues disaggregated by type of good or service | Nonfuel revenues disaggregated by type of good or service for the years ended December 31, 2021 and 2020, were as follows: Year Ended December 31, 2021 2020 Nonfuel revenues: Truck service $ 747,079 $ 670,847 Store and retail services 751,097 660,921 Restaurant 310,718 308,525 Diesel exhaust fluid 137,838 107,125 Total nonfuel revenues $ 1,946,732 $ 1,747,418 |
Changes in contract liabilities between periods | The following table shows the changes in our contract liabilities between periods. Customer Deferred Franchise Fees and Other Total December 31, 2020 $ 22,821 $ 7,145 $ 29,966 Increases due to unsatisfied performance obligations arising during the period 127,425 12,679 140,104 Revenues recognized from satisfied performance obligations during the period (126,363) (11,181) (137,544) Other 2,237 (2,487) (250) December 31, 2021 $ 26,120 $ 6,156 $ 32,276 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment, net | We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets: Buildings and site improvements 10 to 40 years Machinery and equipment 3 to 15 years Furniture and fixtures 5 to 20 years Property and equipment, net as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Machinery, equipment and furniture $ 530,642 $ 531,755 Land and improvements 319,314 315,906 Leasehold improvements 342,952 296,396 Buildings and improvements 299,936 295,588 Construction in progress 60,590 14,391 Property and equipment, at cost 1,553,434 1,454,036 Less: accumulated depreciation and amortization 722,007 652,247 Property and equipment, net $ 831,427 $ 801,789 The following table shows the amounts of property and equipment owned by SVC but recognized in operating lease assets in our consolidated balance sheets. December 31, 2021 2020 Leasehold improvements $ 99,411 $ 100,419 Property and equipment, at cost 99,411 100,419 Less: accumulated depreciation and amortization 83,819 82,919 Property and equipment, net $ 15,592 $ 17,500 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of intangible assets, net | Intangible assets, net, as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 Cost Accumulated Net Amortizable intangible assets: Agreements with franchisees $ 15,215 $ (12,650) $ 2,565 Leasehold interests 2,094 (2,094) — Other 3,913 (3,451) 462 Total amortizable intangible assets 21,222 (18,195) 3,027 Carrying value of trademarks (indefinite lives) 7,907 — 7,907 Intangible assets, net $ 29,129 $ (18,195) $ 10,934 December 31, 2020 Cost Accumulated Net Amortizable intangible assets: Agreements with franchisees $ 17,134 $ (14,039) $ 3,095 Leasehold interests 2,094 (2,094) — Other 3,913 (3,386) 527 Total amortizable intangible assets 23,141 (19,519) 3,622 Carrying value of trademarks (indefinite lives) 7,907 — 7,907 Intangible assets, net $ 31,048 $ (19,519) $ 11,529 |
Schedule of the aggregate amortization expense for amortizable intangible assets for each of the next five years | The aggregate amortization expense for our amortizable intangible assets as of December 31, 2021, for each of the next five years is: Total 2022 $ 490 2023 391 2024 391 2025 375 2026 322 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of components of other current liabilities | Other current liabilities as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Taxes payable, other than income taxes $ 55,029 $ 56,028 Accrued wages and benefits (1) 39,493 46,390 Customer loyalty program accruals 26,120 22,821 Self insurance program accruals, current portion 15,870 15,415 Accrued capital expenditures 24,825 5,243 Current portion of long term debt 2,849 2,849 Other 30,667 27,121 Total other current liabilities $ 194,853 $ 175,867 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt, net | Long term debt, net of discount and deferred financing costs, as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 8.25% 2028 Senior Notes $ 108,021 $ 107,693 8.00% 2029 Senior Notes 117,063 116,694 8.00% 2030 Senior Notes 97,353 97,052 7.00% Term Loan Facility 189,274 190,113 3.85% West Greenwich Loan 15,125 15,758 Other 794 936 Total long term debt $ 527,630 $ 528,246 Less current portion 2,849 2,849 Total long term debt, net $ 524,781 $ 525,397 |
Schedule of required principal payments | The aggregate maturities of the required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2021, are as follows: Principal 2022 $ 2,855 2023 2,821 2024 2,829 2025 2,837 2026 2,814 Thereafter 530,020 Total (1) $ 544,176 (1) Total consolidated debt outstanding as of December 31, 2021, net of unamortized discounts and deferred financing costs totaling $16,546, was $527,630. |
Leasing Transactions (Tables)
Leasing Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease costs as a lessee | For the years ended December 31, 2021 and 2020, our lease costs consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: Classification in our Consolidated Year Ended December 31, 2021 2020 Operating lease costs: SVC Leases Real estate rent expense $ 244,101 $ 245,922 Operating lease costs: other Real estate rent expense 1,884 4,669 Variable lease costs: SVC Leases Real estate rent expense 9,101 4,524 Variable lease costs: other Real estate rent expense 541 628 Total real estate rent expense 255,627 255,743 Operating lease costs: Equipment and other Site level operating expense and selling, general and administrative expense 2,999 3,649 Financing lease costs - Equipment and other Site level operating expense 198 — Short-term lease costs Site level operating expense and selling, general and administrative expense 699 1,826 Amortization of finance lease assets: SVC Leases Depreciation and amortization expense 1,843 — Amortization of finance lease assets: other Depreciation and amortization expense 1,912 246 Interest on finance lease liabilities: SVC Leases Interest expense, net 1,018 — Interest on finance lease liabilities: other Interest expense, net 476 99 Sublease income Nonfuel revenues (1,940) (2,064) Net lease costs $ 262,832 $ 259,499 |
Schedule of operating lease assets and liabilities | As of December 31, 2021 and 2020, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Operating lease assets: SVC Leases $ 1,649,142 $ 1,724,428 Other 10,384 10,455 Total operating lease assets $ 1,659,526 $ 1,734,883 Current operating lease liabilities: SVC Leases $ 114,372 $ 106,788 Other 3,633 4,467 Total current operating lease liabilities $ 118,005 $ 111,255 Noncurrent operating lease liabilities: SVC Leases $ 1,648,112 $ 1,756,449 Other 7,247 6,717 Total noncurrent operating lease liabilities $ 1,655,359 $ 1,763,166 |
Schedule of finance lease assets and liabilities | As of December 31, 2021 and 2020, our finance lease assets and liabilities consisted of the following and for SVC leases shown below, include amounts for properties we sublease from SVC: December 31, 2021 2020 Finance lease assets: SVC Leases $ 26,542 $ — Other 15,781 5,224 Total finance lease assets $ 42,323 $ 5,224 Current finance lease liabilities: SVC Leases $ 1,517 $ — Other 2,814 684 Total current finance lease liabilities $ 4,331 $ 684 Noncurrent finance lease liabilities: SVC Leases $ 25,974 $ — Other 13,240 4,579 Total noncurrent finance lease liabilities $ 39,214 $ 4,579 |
Schedule of maturities of operating lease liabilities | Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Leases (1) Other Total Years ended December 31: 2022 $ 269,042 $ 3,938 $ 272,980 2023 255,469 2,601 258,070 2024 251,295 1,463 252,758 2025 251,283 1,334 252,617 2026 251,278 995 252,273 Thereafter 1,538,649 2,488 1,541,137 Total operating lease payments 2,817,016 12,819 2,829,835 Less: present value discount (2) (1,054,532) (1,939) (1,056,471) Present value of operating lease liabilities $ 1,762,484 $ 10,880 $ 1,773,364 (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. |
Schedule of maturities of finance lease liabilities | Maturities of the finance lease liabilities related to the amended ground lease noted above and other finance leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2021, were as follows: SVC Lease (1) Other Total Years ended December 31: 2022 $ 2,591 $ 3,274 $ 5,865 2023 2,656 3,262 5,918 2024 2,722 2,820 5,542 2025 2,790 2,576 5,366 2026 2,860 2,576 5,436 Thereafter 22,127 3,179 25,306 Total finance lease payments 35,746 17,687 53,433 Less: present value discount (2) (8,255) (1,633) (9,888) Present value of finance lease liabilities $ 27,491 $ 16,054 $ 43,545 (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. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of number and weighted average grant date fair value of unvested shares of common stock and shares of common stock awarded under the Share Award Plans | The following table sets forth the number and weighted average grant date fair value of unvested shares of common stock and shares of common stock awarded under the Share Award Plans for the years ended December 31, 2021 and 2020. Number of Weighted Unvested shares of common stock as of December 31, 2019 412 $ 18.03 Granted 254 29.44 Vested (314) 21.92 Forfeited/canceled (3) 17.39 Unvested shares of common stock as of December 31, 2020 349 22.83 Granted 319 46.69 Vested (189) 29.26 Forfeited/canceled (11) 27.18 Unvested shares of common stock as of December 31, 2021 468 36.41 |
Reconciliation of net (loss) income attributable to common stockholders to net (loss) income available to common stockholders | The following table presents a reconciliation of net income (loss) attributable to common stockholders to net income (loss) available to common stockholders and the related earnings per share of common stock. Year Ended December 31, 2021 2020 Net income (loss) attributable to common stockholders $ 58,524 $ (13,899) Less: net income (loss) attributable to participating securities 1,349 (422) Net income (loss) available to common stockholders $ 57,175 $ (13,477) Weighted average shares of common stock (1) 14,252 10,961 Basic and diluted net income (loss) per share of common stock attributable to common stockholders $ 4.01 $ (1.23) (1) Excludes unvested shares of common stock awarded under our Share Award Plans, 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 was 336 and 344 for the years ended December 31, 2021 and 2020, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective tax rate reconciliation | Effective Tax Rate Reconciliation Year Ended December 31, 2021 2020 U.S. federal income tax (provision) benefit using statutory rate $ (15,915) $ 4,427 State income tax (provision) benefit, net of federal impact (3,204) 651 Benefit of tax credits 2,783 2,090 Nondeductible executive compensation (841) (1,011) Other, net (86) 21 Total (provision) benefit for income taxes $ (17,263) $ 6,178 |
Schedule of components of the benefit (provision) for income taxes | Components of the (Provision) Benefit For Income Taxes Year Ended December 31, 2021 2020 Current tax (provision) benefit: Federal $ — $ 912 State (310) (152) Foreign (4) — Total current tax (provision) benefit (314) 760 Deferred tax (provision) benefit: Federal (13,990) 4,443 State (2,959) 975 Total deferred tax (provision) benefit (16,949) 5,418 Total (provision) benefit for income taxes $ (17,263) $ 6,178 |
Schedule of components of deferred tax assets and liabilities | Components of Deferred Tax Assets and Liabilities December 31, 2021 2020 Deferred tax assets: Tax loss carryforwards $ 48,847 $ 57,748 Tax credit carryforwards 40,940 37,539 Leasing arrangements 29,519 30,983 Reserves 25,587 26,828 Asset retirement obligations 1,618 1,425 Other 2,226 160 Total deferred tax assets before valuation allowance 148,737 154,683 Valuation allowance (2,099) (1,386) Total deferred tax assets 146,638 153,297 Deferred tax liabilities: Property and equipment (110,039) (102,461) Goodwill and intangible assets (1,887) (1,410) Other (2,242) — Total deferred tax liabilities (114,168) (103,871) Net deferred tax assets $ 32,470 $ 49,426 |
Equity Investments (Tables)
Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of financial information for investment in equity affiliates | As of December 31, 2021 and 2020, our investment in equity affiliates, which is presented in our consolidated balance sheets in other noncurrent assets, and our proportional share of our investees' net income (loss), which is included in other expense, net in our consolidated statements of operations and comprehensive income (loss), were as follows: PTP Other (1) Total Investment balance: As of December 31, 2021 $ 23,604 $ 1,052 $ 24,656 As of December 31, 2020 24,115 3,610 27,725 Income (loss) from equity investments: Year ended December 31, 2021 $ 3,088 $ (3,895) $ (807) Year ended December 31, 2020 3,598 (4,986) (1,388) (1) Includes our investments in Affiliates Insurance Company, or AIC, and QuikQ LLC, or QuikQ. The following table sets forth summarized financial information of our equity investments and does not represent the amounts we have included in our consolidated statements of operations and comprehensive income (loss) in connection with our equity investments. Year Ended December 31, 2021 2020 Total revenues $ 141,796 $ 89,800 Cost of goods sold (excluding depreciation) 102,857 56,667 Income from operations 112 358 Net (loss) income (208) 9 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory as of December 31, 2021 and 2020, consisted of the following: December 31, 2021 2020 Nonfuel products $ 146,313 $ 143,440 Fuel products 45,530 29,390 Total inventory $ 191,843 $ 172,830 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - General Information and Basis of Presentation (Details) $ in Thousands | Apr. 21, 2021USD ($) | Dec. 31, 2021truck_service_facilitytravel_centerstaterestaurantsegment |
Accounting Policies [Abstract] | ||
Number of reportable segments | segment | 1 | |
Real Estate Properties [Line Items] | ||
Number of sites | 280 | |
Travel centers | ||
Real Estate Properties [Line Items] | ||
Number of states | state | 44 | |
Travel centers | Company operated sites | ||
Real Estate Properties [Line Items] | ||
Number of sites | 232 | |
Number of sites owned | 51 | |
Number of sites leased | 181 | |
Number of sites operated under joint venture | 2 | |
Travel centers | Franchisee operated sites | ||
Real Estate Properties [Line Items] | ||
Number of sites | 44 | |
Number of sites owned by franchisees or leased from others | 42 | |
Travel centers | Franchisee operated and leased sites | ||
Real Estate Properties [Line Items] | ||
Number of sites | 2 | |
Travel centers | TA, TA express and Petro brands | ||
Real Estate Properties [Line Items] | ||
Number of sites | 276 | |
Truck service facilities | ||
Real Estate Properties [Line Items] | ||
Number of sites owned | truck_service_facility | 1 | |
Number of sites leased | truck_service_facility | 2 | |
Truck service facilities | TA Truck service brand | ||
Real Estate Properties [Line Items] | ||
Number of sites | truck_service_facility | 3 | |
Restaurants | Disposal group, held for sale | ||
Real Estate Properties [Line Items] | ||
Estimated purchase price | $ | $ 5,000 | |
Restaurants | Company operated sites | ||
Real Estate Properties [Line Items] | ||
Number of sites operated under joint venture | restaurant | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Federal deposit insurance corporation insurance limit | $ 250 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and site improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Buildings and site improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impairment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)reporting_unit | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |||
Number of reporting units | reporting_unit | 1 | ||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Number of reporting units | reporting_unit | 1 | ||
Depreciation and amortization expense | Restaurants | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges to property and equipment | $ 650 | $ 6,574 | |
Goodwill impairment charge | $ 3,046 | ||
Real estate rent expense | Restaurants | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges to operating lease assets | $ 1,262 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Stock Based Employee Compensation (Details) - Share award plans - Employees, excluding Directors | 12 Months Ended |
Dec. 31, 2021 | |
5 year | |
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | |
Vesting period of stock issued to other than directors | 5 years |
10 year | |
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | |
Vesting period of stock issued to other than directors | 10 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Asset retirement obligations | $ 6,211 | $ 5,752 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Leasing Transactions (Details) - lease | Dec. 31, 2021 | Mar. 09, 2021 |
SVC | Principal landlord and one of largest stockholders | SVC Leases | ||
Real Estate Properties [Line Items] | ||
Number of leases with SVC | 5 | 1 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Percent of diesel fuel volume sold at discounts | 89.90% |
Revenues - Disaggregation of No
Revenues - Disaggregation of Nonfuel Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Total nonfuel revenues | $ 7,336,844 | $ 4,846,037 |
Nonfuel | ||
Revenue from External Customer [Line Items] | ||
Total nonfuel revenues | 1,946,732 | 1,747,418 |
Truck service | ||
Revenue from External Customer [Line Items] | ||
Total nonfuel revenues | 747,079 | 670,847 |
Store and retail services | ||
Revenue from External Customer [Line Items] | ||
Total nonfuel revenues | 751,097 | 660,921 |
Restaurant | ||
Revenue from External Customer [Line Items] | ||
Total nonfuel revenues | 310,718 | 308,525 |
Diesel exhaust fluid | ||
Revenue from External Customer [Line Items] | ||
Total nonfuel revenues | $ 137,838 | $ 107,125 |
Revenues - Changes in Contract
Revenues - Changes in Contract Liabilities Between Periods (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning Balance | $ 29,966 |
Increases due to unsatisfied performance obligations arising during the period | 140,104 |
Revenues recognized from satisfied performance obligations during the period | (137,544) |
Other | (250) |
Ending Balance | 32,276 |
Customer Loyalty Programs | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning Balance | 22,821 |
Increases due to unsatisfied performance obligations arising during the period | 127,425 |
Revenues recognized from satisfied performance obligations during the period | (126,363) |
Other | 2,237 |
Ending Balance | 26,120 |
Deferred Franchise Fees and Other | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning Balance | 7,145 |
Increases due to unsatisfied performance obligations arising during the period | 12,679 |
Revenues recognized from satisfied performance obligations during the period | (11,181) |
Other | (2,487) |
Ending Balance | $ 6,156 |
Revenues - Contract Liabilities
Revenues - Contract Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred initial and renewal franchisee fee revenue | $ 507 |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred initial and renewal franchisee fee revenue | $ 595 |
Customer Loyalty Programs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 12 months |
Disposition Activity - Narrativ
Disposition Activity - Narrative (Details) $ in Thousands | Apr. 21, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)travel_centerrestaurantstate | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)travel_centerrestaurantstate |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of sites | travel_center | 280 | 280 | |||
QSL brand | Disposal group, held for sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale | $ 606 | ||||
Restaurants | Disposal group, held for sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Estimated purchase price | $ 5,000 | ||||
Restaurants | Depreciation and amortization expense | Disposal group, held for sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Impairment charge related to net asset disposal group | $ 650 | $ 13,715 | $ 14,365 | ||
Restaurants | QSL brand | Disposal group, held for sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of sites | restaurant | 41 | 41 | |||
Number of states | state | 11 | 11 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,553,434 | $ 1,454,036 |
Less: accumulated depreciation and amortization | 722,007 | 652,247 |
Property and equipment, net | 831,427 | 801,789 |
Principal landlord and one of largest stockholders | SVC | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 99,411 | 100,419 |
Less: accumulated depreciation and amortization | 83,819 | 82,919 |
Property and equipment, net | 15,592 | 17,500 |
Principal landlord and one of largest stockholders | SVC | SVC Leases | ||
Property, Plant and Equipment [Abstract] | ||
Property and equipment that may be sold to SVC for an increase in annual minimum rent | 94,484 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment that may be sold to SVC for an increase in annual minimum rent | 94,484 | |
Depreciation and amortization expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | 91,044 | 103,178 |
Depreciation and amortization expense | Restaurants | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges to property and equipment | 650 | 6,574 |
Machinery, equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 530,642 | 531,755 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 319,314 | 315,906 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 342,952 | 296,396 |
Leasehold improvements | Principal landlord and one of largest stockholders | SVC | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 99,411 | 100,419 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 299,936 | 295,588 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 60,590 | $ 14,391 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | $ 21,222 | $ 23,141 |
Total amortizable intangible assets, Accumulated Amortization | (18,195) | (19,519) |
Total amortizable intangible assets, Net | 3,027 | 3,622 |
Intangible assets, Cost | 29,129 | 31,048 |
Intangible assets, Accumulated Amortization | (18,195) | (19,519) |
Intangible assets, Net | 10,934 | 11,529 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying value of trademarks (indefinite lives) | 7,907 | 7,907 |
Agreements with franchisees | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 15,215 | 17,134 |
Total amortizable intangible assets, Accumulated Amortization | (12,650) | (14,039) |
Total amortizable intangible assets, Net | 2,565 | 3,095 |
Intangible assets, Accumulated Amortization | (12,650) | (14,039) |
Leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 2,094 | 2,094 |
Total amortizable intangible assets, Accumulated Amortization | (2,094) | (2,094) |
Total amortizable intangible assets, Net | 0 | 0 |
Intangible assets, Accumulated Amortization | (2,094) | (2,094) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangible assets, Cost | 3,913 | 3,913 |
Total amortizable intangible assets, Accumulated Amortization | (3,451) | (3,386) |
Total amortizable intangible assets, Net | 462 | 527 |
Intangible assets, Accumulated Amortization | $ (3,451) | $ (3,386) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total amortization expense for amortizable intangible assets | $ 595 | $ 1,547 |
Weighted average period of amortizable intangible assets | 8 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Total | |
2022 | $ 490 |
2023 | 391 |
2024 | 391 |
2025 | 375 |
2026 | $ 322 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Total goodwill | $ 22,213 | $ 22,213 |
Travel centers business | ||
Goodwill [Line Items] | ||
Total goodwill | $ 22,213 | $ 22,213 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |||
Taxes payable, other than income taxes | $ 55,029 | $ 56,028 | |
Accrued wages and benefits | [1] | 39,493 | 46,390 |
Customer loyalty program accruals | 26,120 | 22,821 | |
Self insurance program accruals, current portion | 15,870 | 15,415 | |
Accrued capital expenditures | 24,825 | 5,243 | |
Current portion of long term debt | 2,849 | 2,849 | |
Other | 30,667 | 27,121 | |
Total other current liabilities | 194,853 | $ 175,867 | |
Other current liabilities | |||
Tax Credit Carryforward [Line Items] | |||
Deferred tax liability | $ 11,670 | ||
[1] | As of December 31, 2021, pursuant to the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which includes provisions allowing the deferral of the employer portion of social security taxes incurred during parts of 2020, accrued wages and benefits included $11,670 of deferred employer social security payments. |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long Term Debt, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 07, 2020 |
Debt Instrument [Line Items] | |||
Total long term debt | $ 527,630 | $ 528,246 | |
Less current portion | 2,849 | 2,849 | |
Total long term debt, net | $ 524,781 | 525,397 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Interest rate | 7.00% | ||
Noncurrent loans | $ 189,274 | 190,113 | |
West Greenwich Loan | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.85% | 3.85% | |
Noncurrent loans | $ 15,125 | 15,758 | |
Other | |||
Debt Instrument [Line Items] | |||
Other long term debt | $ 794 | 936 | |
8.25% Senior Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.25% | ||
Senior notes | $ 108,021 | 107,693 | |
8.00% Senior Notes due 2029 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.00% | ||
Senior notes | $ 117,063 | 116,694 | |
8.00% Senior Notes due 2030 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.00% | ||
Senior notes | $ 97,353 | $ 97,052 |
Long Term Debt - Senior Notes (
Long Term Debt - Senior Notes (Details) - Senior Notes - USD ($) | 1 Months Ended | |||
Oct. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2013 | Dec. 31, 2021 | |
8.25% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 110,000,000 | |||
Redemption price of debt instrument (as a percent) | 100.00% | |||
Fair value of debt instrument | $ 348,880,000 | |||
8.00% Senior Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 120,000,000 | |||
Redemption price of debt instrument (as a percent) | 100.00% | |||
8.00% Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 100,000,000 | |||
Redemption price of debt instrument (as a percent) | 100.00% |
Long Term Debt - Term Loan Faci
Long Term Debt - Term Loan Facility (Details) - Term Loan Facility - USD ($) | Dec. 14, 2020 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Current borrowing capacity | $ 200,000,000 | |
Net proceeds from Term Loan Facility | $ 190,062,000 | |
Quarterly principal and interest payment | $ 500,000 | |
Interest rate percentage of principal payment | 1.00% | |
Interest rate floor | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.00% | |
Interest rate cap | ||
Debt Instrument [Line Items] | ||
Basis spread | 6.00% |
Long Term Debt - West Greenwich
Long Term Debt - West Greenwich Term Loan (Details) - West Greenwich Loan | Feb. 07, 2020USD ($)yr | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Loan term (in years) | 10 years | |
Face amount | $ | $ 16,600,000 | |
Interest rate | 3.85% | 3.85% |
Period in which Federal Home Loan Bank rate is fixed (in years) | 5 years | |
Term of Federal Home Loan Bank rate | yr | 5 | |
Basis spread | 1.98% | |
Period to repay loan in full prior to termination (in days) | 60 days |
Long Term Debt - Revolving Cred
Long Term Debt - Revolving Credit Facility (Details) - Credit Facility - USD ($) | Dec. 31, 2021 | Dec. 14, 2020 |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 200,000,000 | |
Increase in maximum borrowing capacity subject to available collateral and lender participation | $ 300,000,000 | |
Amount available for borrowings and letters of credit | $ 104,703,000 | |
Borrowings outstanding | 0 | |
Outstanding amount of letters of credit | 14,128,000 | |
Amount under credit facility available for use | $ 90,575,000 |
Long Term Debt - IHOP Secured A
Long Term Debt - IHOP Secured Advance Note (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 28, 2019USD ($)yr |
Debt Instrument [Line Items] | |||
Borrowings outstanding | $ 527,630,000 | $ 528,246,000 | |
IHOP Secured Advance Note | |||
Debt Instrument [Line Items] | |||
Term to rebrand and convert restaurants (in years) | yr | 5 | ||
Maximum borrowing capacity | $ 10,000,000 | ||
Borrowings outstanding | $ 0 | $ 0 |
Long Term Debt - Required Princ
Long Term Debt - Required Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total | [1] | $ 544,176 | |
Unamortized discount (premium) and debt issuance costs, net | 16,546 | $ 18,736 | |
Total consolidated debt outstanding | 527,630 | ||
Long term debt, net | |||
Debt Instrument [Line Items] | |||
2022 | 2,855 | ||
2023 | 2,821 | ||
2024 | 2,829 | ||
2025 | 2,837 | ||
2026 | 2,814 | ||
Thereafter | $ 530,020 | ||
[1] | Total consolidated debt outstanding as of December 31, 2021, net of unamortized discounts and deferred financing costs totaling $16,546, was $527,630. |
Long Term Debt - Discount and D
Long Term Debt - Discount and Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Unamortized discount (premium) and debt issuance costs, net | $ 16,546 | $ 18,736 |
Future amortization of discount and deferred financing costs in 2022 | 2,614 | |
Future amortization of discount and deferred financing costs in 2023 | 2,697 | |
Future amortization of discount and deferred financing costs in 2024 | 2,619 | |
Future amortization of discount and deferred financing costs in 2025 | 2,536 | |
Future amortization of discount and deferred financing costs in 2026 | 2,642 | |
Interest expense from amortization of deferred financing costs | 2,521 | 1,242 |
Long term debt, net | ||
Debt Instrument [Line Items] | ||
Accumulated amortization of discount and deferred financing costs | 8,691 | 6,501 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Capitalized deferred financing costs | 201 | 500 |
Credit Facility | Other noncurrent assets | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 876 | 1,010 |
Accumulated amortization of deferred financing costs | $ 1,632 | 1,297 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Unamortized discount | 8,484 | |
Capitalized deferred financing costs | 1,454 | |
West Greenwich Loan | ||
Debt Instrument [Line Items] | ||
Capitalized deferred financing costs | $ 318 |
Leasing Transactions - As a Les
Leasing Transactions - As a Lessee Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)lease | Dec. 31, 2020USD ($) | Mar. 09, 2021lease | |
Related Party Transaction [Line Items] | |||
Operating lease weighted average remaining lease term (in years) | 11 years | 12 years | |
Operating lease weighted average discount rate | 9.10% | 9.10% | |
Amount paid included in measurement of operating lease liabilities | $ 278,506 | $ 277,229 | |
Finance lease weighted average remaining lease term (in years) | 10 years | 7 years | |
Financing lease weighted average discount rate | 4.30% | 5.90% | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities | |
Restaurants | Real estate rent expense | |||
Related Party Transaction [Line Items] | |||
Impairment charges to operating lease assets | $ 1,262 | ||
SVC Leases | SVC | Principal landlord and one of largest stockholders | |||
Related Party Transaction [Line Items] | |||
Number of leases with SVC | lease | 5 | 1 |
Leasing Transactions - Schedule
Leasing Transactions - Schedule of Lease Costs as a Lessee (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 255,627 | $ 255,743 |
Net lease costs | 262,832 | 259,499 |
Real estate rent expense | ||
Lessee, Lease, Description [Line Items] | ||
Net lease costs | 255,627 | 255,743 |
Real estate rent expense | SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | 244,101 | 245,922 |
Variable lease costs | 9,101 | 4,524 |
Real estate rent expense | Other | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | 1,884 | 4,669 |
Variable lease costs | 541 | 628 |
Site level operating expense and selling, general and administrative expense | ||
Lessee, Lease, Description [Line Items] | ||
Short-term lease costs | 699 | 1,826 |
Site level operating expense and selling, general and administrative expense | Equipment and other | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | 2,999 | 3,649 |
Site level operating expense | Equipment and other | ||
Lessee, Lease, Description [Line Items] | ||
Variable lease costs | 198 | 0 |
Depreciation and amortization expense | SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, right-of-use asset, amortization | 1,843 | 0 |
Depreciation and amortization expense | Other | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, right-of-use asset, amortization | 1,912 | 246 |
Interest expense, net | SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, interest expense | 1,018 | 0 |
Interest expense, net | Other | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, interest expense | 476 | 99 |
Nonfuel revenues | SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Sublease income | $ (1,940) | $ (2,064) |
Leasing Transactions - Schedu_2
Leasing Transactions - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 1,659,526 | $ 1,734,883 |
Current operating lease liabilities | 118,005 | 111,255 |
Noncurrent operating lease liabilities | 1,655,359 | 1,763,166 |
SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 1,649,142 | 1,724,428 |
Current operating lease liabilities | 114,372 | 106,788 |
Noncurrent operating lease liabilities | 1,648,112 | 1,756,449 |
Other | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 10,384 | 10,455 |
Current operating lease liabilities | 3,633 | 4,467 |
Noncurrent operating lease liabilities | $ 7,247 | $ 6,717 |
Leasing Transactions - Schedu_3
Leasing Transactions - Schedule of Finance Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Finance lease assets | $ 42,323 | $ 5,224 |
Current financing lease liabilities | 4,331 | 684 |
Noncurrent financing lease liabilities | 39,214 | 4,579 |
SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease assets | 26,542 | 0 |
Current financing lease liabilities | 1,517 | 0 |
Noncurrent financing lease liabilities | 25,974 | 0 |
Other | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease assets | 15,781 | 5,224 |
Current financing lease liabilities | 2,814 | 684 |
Noncurrent financing lease liabilities | $ 13,240 | $ 4,579 |
Leasing Transactions - Leasing
Leasing Transactions - Leasing Agreements with SVC Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)leaserenewal_optionproperty | Dec. 31, 2020USD ($) | Mar. 09, 2021propertylease | ||
Related Party Transaction [Line Items] | |||||
Amount paid included in measurement of operating lease liabilities | $ 278,506 | $ 277,229 | |||
Total operating lease payments | 2,829,835 | ||||
Operating lease costs | 255,627 | 255,743 | |||
SVC Leases | |||||
Related Party Transaction [Line Items] | |||||
Total operating lease payments | [1] | 2,817,016 | |||
Principal landlord and one of largest stockholders | SVC Leases | |||||
Related Party Transaction [Line Items] | |||||
Sublease income | 1,940 | 2,064 | |||
SVC | SVC Leases | |||||
Related Party Transaction [Line Items] | |||||
Total operating lease payments | $ 25,569 | ||||
SVC | Principal landlord and one of largest stockholders | SVC Leases | |||||
Related Party Transaction [Line Items] | |||||
Number of sites leased | property | 179 | 1 | |||
Number of leases with SVC | lease | 5 | 1 | |||
Number of renewal options | renewal_option | 2 | ||||
Renewal term (in years) | 15 years | ||||
Increase in other noncurrent assets | $ 28,201 | ||||
Increase in other current liabilities | 1,158 | ||||
Increase in other noncurrent liabilities | $ 27,046 | ||||
Percentage rent incurred | 7,085 | 2,764 | |||
Sublease income | 8,111 | 7,923 | |||
Deferred rent obligation installment payments | 17,615 | 17,615 | |||
Deferred rent obligation | 22,018 | ||||
Total operating lease payments | 243,914 | ||||
Operating lease costs | $ 253,202 | $ 250,446 | |||
[1] | Includes rent for properties we sublease from SVC. |
Leasing Transactions - Schedu_4
Leasing Transactions - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | ||
2022 | $ 272,980 | |
2023 | 258,070 | |
2024 | 252,758 | |
2025 | 252,617 | |
2026 | 252,273 | |
Thereafter | 1,541,137 | |
Total operating lease payments | 2,829,835 | |
Less: present value discount | (1,056,471) | |
Present value of operating lease liabilities | 1,773,364 | |
SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
2022 | 269,042 | [1] |
2023 | 255,469 | [1] |
2024 | 251,295 | [1] |
2025 | 251,283 | [1] |
2026 | 251,278 | [1] |
Thereafter | 1,538,649 | [1] |
Total operating lease payments | 2,817,016 | [1] |
Less: present value discount | (1,054,532) | [2] |
Present value of operating lease liabilities | 1,762,484 | [1] |
Other | ||
Lessee, Lease, Description [Line Items] | ||
2022 | 3,938 | |
2023 | 2,601 | |
2024 | 1,463 | |
2025 | 1,334 | |
2026 | 995 | |
Thereafter | 2,488 | |
Total operating lease payments | 12,819 | |
Less: present value discount | (1,939) | |
Present value of operating lease liabilities | $ 10,880 | |
[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. |
Leasing Transactions - Schedu_5
Leasing Transactions - Schedule of Maturities of Financing Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | ||
2022 | $ 5,865 | |
2023 | 5,918 | |
2024 | 5,542 | |
2025 | 5,366 | |
2026 | 5,436 | |
Thereafter | 25,306 | |
Total finance lease payments | 53,433 | |
Less: present value discount | (9,888) | [1] |
Present value of finance lease liabilities | 43,545 | |
SVC Lease | ||
Lessee, Lease, Description [Line Items] | ||
2022 | 2,591 | [2] |
2023 | 2,656 | [2] |
2024 | 2,722 | [2] |
2025 | 2,790 | [2] |
2026 | 2,860 | [2] |
Thereafter | 22,127 | [2] |
Total finance lease payments | 35,746 | [2] |
Less: present value discount | (8,255) | [1] |
Present value of finance lease liabilities | 27,491 | [2] |
Other | ||
Lessee, Lease, Description [Line Items] | ||
2022 | 3,274 | |
2023 | 3,262 | |
2024 | 2,820 | |
2025 | 2,576 | |
2026 | 2,576 | |
Thereafter | 3,179 | |
Total finance lease payments | 17,687 | |
Less: present value discount | (1,633) | [1] |
Present value of finance lease liabilities | $ 16,054 | |
[1] | The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate. | |
[2] | Includes rent for properties we sublease from SVC. |
Leasing Transactions - As a L_2
Leasing Transactions - As a Lessor Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)travel_center | Dec. 31, 2020USD ($)travel_center | |
Operating Leased Assets [Line Items] | ||
Rent revenue | $ 2,359 | $ 2,312 |
Future minimum lease payments in 2022 | 1,190 | |
Amount included in measurement of financing lease liabilities | $ 3,982 | $ 244 |
Travel centers | Franchised units | ||
Operating Leased Assets [Line Items] | ||
Number of sites leased | travel_center | 2 | 2 |
Stockholders' Equity - Share Aw
Stockholders' Equity - Share Award Plans (Details) - Share award plans - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | |||
Increase in the number of shares authorized (in shares) | 900,000 | ||
Number of shares of common stock authorized under the 2016 Plan (in shares) | 2,185,000 | ||
Number of shares of common stock awarded under the 2016 Plan (in shares) | 319,000 | 254,000 | |
Aggregate market value of shares of common stock awarded | $ 14,901 | $ 7,476 | |
Total stock based compensation expense recognized | 5,750 | 5,215 | |
Vesting date fair value of shares of common stock vested | $ 8,832 | $ 6,965 | |
Weighted average grant date fair value of shares of common stock awarded (in USD per share) | $ 46.69 | $ 29.44 | |
Shares of common stock that remained available for issuance under the 2016 Plan (in shares) | 854,000 | ||
Total stock based compensation related to unvested shares of common stock | $ 16,449 | ||
Weighted average remaining service period over which stock based compensation related to unvested shares of common stock will be expensed | 5 years | ||
Employees, excluding Directors | 5 year | |||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | |||
Vesting period of shares of common stock | 5 years | ||
Employees, excluding Directors | 10 year | |||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | |||
Vesting period of shares of common stock | 10 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Unvested Shares of Common Stock Under Share Award Plans (Details) - Share award plans - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares of Common Stock | ||
Unvested shares of common stock balance at the beginning of the period (in shares) | 349 | 412 |
Granted (in shares) | 319 | 254 |
Vested (in shares) | (189) | (314) |
Forfeited/canceled (in shares) | (11) | (3) |
Unvested shares of common stock balance at the end of the period (in shares) | 468 | 349 |
Weighted Average Grant Date Fair Value Per Share of Common Stock | ||
Unvested shares of common stock balance at the beginning of the period (in USD per share) | $ 22.83 | $ 18.03 |
Granted (in USD per share) | 46.69 | 29.44 |
Vested (in USD per share) | 29.26 | 21.92 |
Forfeited/canceled (in USD per share) | 27.18 | 17.39 |
Unvested shares of common stock balance at the end of the period (in USD per share) | $ 36.41 | $ 22.83 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchases (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Number of shares of common stock repurchased (in shares) | 43 | 84 |
Value of repurchased shares of common stock | $ 1,994 | $ 1,750 |
Stockholders' Equity - Net (Los
Stockholders' Equity - Net (Loss) Income Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Stockholders' Equity Note [Abstract] | |||
Dilutive stock securities outstanding | $ 0 | ||
Net income (loss) attributable to common stockholders | 58,524,000 | $ (13,899,000) | |
Less: net income (loss) attributable to participating securities | 1,349,000 | (422,000) | |
Net income (loss) available to common stockholders | $ 57,175,000 | $ (13,477,000) | |
Weighted average shares of common stock (in shares) | [1] | 14,252 | 10,961 |
Basic and diluted net income (loss) per share of common stock attributable to common stockholders (in USD per share) | $ 4.01 | $ (1.23) | |
Weighted average number of unvested shares of common stock outstanding (in shares) | 336 | 344 | |
[1] | Excludes unvested shares of common stock awarded under our Share Award Plans, 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 was 336 and 344 for the years ended December 31, 2021 and 2020, respectively. |
Stockholders' Equity - Underwri
Stockholders' Equity - Underwritten Public Equity Offering (Details) $ in Thousands | Jul. 06, 2020USD ($)shares |
Debt and Equity Securities, FV-NI [Line Items] | |
Net proceeds from underwritten equity offering | $ 79,980 |
Offering costs | 296 |
Underwriting discounts and commissions | $ 5,124 |
Shares of Common Stock, $0.001 Par Value Per Share | |
Debt and Equity Securities, FV-NI [Line Items] | |
Common stock, shares issued (in shares) | shares | 6,100,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
(Provision) benefit for income taxes | $ (17,263) | $ 6,178 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 2,099 | $ 1,386 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 201,245 | |
Federal tax credit carryforwards | 40,940 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 142,667 | |
Net operating loss to expire in 2036 | Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 6,941 | |
Net operating loss to expire in 2037 | Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 121,674 | |
Net operating loss to expire in 2022 | State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 3,957 | |
State net operating losses | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 273 | |
Tax credit to expire between 2022 and 2024 | Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal tax credit carryforwards | $ 330 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax (provision) benefit using statutory rate | $ (15,915) | $ 4,427 |
State income tax (provision) benefit, net of federal impact | (3,204) | 651 |
Benefit of tax credits | 2,783 | 2,090 |
Nondeductible executive compensation | (841) | (1,011) |
Other, net | (86) | 21 |
Total (provision) benefit for income taxes | $ (17,263) | $ 6,178 |
Income Taxes - Components of th
Income Taxes - Components of the Benefit (Provision) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax (provision) benefit: | ||
Federal | $ 0 | $ 912 |
State | (310) | (152) |
Foreign | (4) | 0 |
Total current tax (provision) benefit | (314) | 760 |
Deferred tax (provision) benefit: | ||
Federal | (13,990) | 4,443 |
State | (2,959) | 975 |
Total deferred tax (provision) benefit | (16,949) | 5,418 |
Total (provision) benefit for income taxes | $ (17,263) | $ 6,178 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 48,847 | $ 57,748 |
Tax credit carryforwards | 40,940 | 37,539 |
Leasing arrangements | 29,519 | 30,983 |
Reserves | 25,587 | 26,828 |
Asset retirement obligations | 1,618 | 1,425 |
Other | 2,226 | 160 |
Total deferred tax assets before valuation allowance | 148,737 | 154,683 |
Valuation allowance | (2,099) | (1,386) |
Total deferred tax assets | 146,638 | 153,297 |
Deferred tax liabilities: | ||
Property and equipment | (110,039) | (102,461) |
Goodwill and intangible assets | (1,887) | (1,410) |
Other | (2,242) | 0 |
Total deferred tax liabilities | (114,168) | (103,871) |
Net deferred tax assets | $ 32,470 | $ 49,426 |
Equity Investments - Schedule o
Equity Investments - Schedule of Equity Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Other expense (income), net | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (loss) from equity investees | $ (807) | $ (1,388) | |
Other expense (income), net | PTP | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (loss) from equity investees | 3,088 | 3,598 | |
Other expense (income), net | Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (loss) from equity investees | [1] | (3,895) | (4,986) |
Other noncurrent assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment balance | 24,656 | 27,725 | |
Other noncurrent assets | PTP | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment balance | 23,604 | 24,115 | |
Other noncurrent assets | Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment balance | [1] | $ 1,052 | $ 3,610 |
[1] | Includes our investments in Affiliates Insurance Company, or AIC, and QuikQ LLC, or QuikQ. |
Equity Investments - Narrative
Equity Investments - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)restaurantconvenience_storetravel_center | Dec. 31, 2020USD ($) | Apr. 30, 2021 | Apr. 29, 2021 | |
PTP | Equity method investee | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (as a percent) | 40.00% | |||
Management fee income | $ 1,639 | $ 1,506 | ||
PTP | Equity method investee | Travel centers | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of sites operated under joint venture | travel_center | 2 | |||
PTP | Equity method investee | Convenience stores | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of sites operated under joint venture | convenience_store | 3 | |||
PTP | Equity method investee | Restaurants | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of sites operated under joint venture | restaurant | 1 | |||
QuikQ | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss on disposition of equity method investment | $ 1,826 | |||
QuikQ | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (as a percent) | 50.00% | 50.00% | ||
AIC | Equity method investee | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Capital distribution from AIC | $ 12 |
Equity Investments - Summarized
Equity Investments - Summarized Financial Information (Details) - Equity method investments - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | $ 141,796 | $ 89,800 |
Cost of goods sold (excluding depreciation) | 102,857 | 56,667 |
Income from operations | 112 | 358 |
Net (loss) income | $ (208) | $ 9 |
Business Management Agreement_2
Business Management Agreement with RMR - Narrative (Details) - RMR - Affiliated entity - Business management agreement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Annual business management fee percentage | 0.60% | |
Business management agreement, automatic renewal term (in years) | 1 year | |
Period before which written notice is required to be given (in days) | 120 days | |
Period for written notice to withdraw, subject to approval by majority vote of Independent Directors (in days) | 60 days | |
Multiple in calculating termination fee | 2.875 | |
Period over which base management fee is determined as basis to calculate termination fee (in months) | 24 months | |
Period of transition services (in days) | 120 days | |
Selling, general and administrative expense | ||
Related Party Transaction [Line Items] | ||
Business management fee | $ 14,037 | $ 12,485 |
Expense for internal audit costs | $ 255 | $ 281 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) shares in Thousands | Dec. 31, 2021directorshares | Dec. 31, 2020shares | Sep. 30, 2020shares | Jul. 31, 2020$ / sharesshares |
Related Party Transaction [Line Items] | ||||
Common stock, shares outstanding (in shares) | 14,839 | 14,574 | ||
RMR | Affiliated entity | ||||
Related Party Transaction [Line Items] | ||||
Number of TA Managing Directors who are also the sole trustee, an officer and the controlling shareholder of ABP Trust as well as RMR's managing director, president and CEO | director | 1 | |||
Common stock, shares outstanding (in shares) | 659 | 219 | ||
Percentage of outstanding shares of common stock owned | 4.40% | |||
Stock price | $ / shares | $ 14 | |||
RMR | Affiliated entity | Managing Director and Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares outstanding (in shares) | 105 |
Related Party Transactions - Re
Related Party Transactions - Relationship with SVC (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Number of shares of common stock outstanding owned (in shares) | 14,839 | 14,574 | |
SVC | Principal landlord and one of largest stockholders | |||
Related Party Transaction [Line Items] | |||
Number of shares of common stock outstanding owned (in shares) | 1,185 | 501 | |
Percentage of outstanding shares of common stock owned | 8.00% | ||
Stock price | $ 14 | ||
SVC | Principal landlord and one of largest stockholders | Maximum | |||
Related Party Transaction [Line Items] | |||
Percentage of voting shares that can be acquired | 9.80% |
Related Party Transactions - Ou
Related Party Transactions - Our Manager, RMR (Details) - RMR - Affiliated entity - Restricted stock - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Number of shares of common stock awarded under the 2016 Plan (in shares) | 29 | 16 |
Aggregate market value of shares of common stock awarded | $ 1,403 | $ 519 |
Related Party Transactions - _2
Related Party Transactions - Relationship with AIC (Details) | Feb. 13, 2020company | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Other noncurrent assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying value of investment | $ 24,656,000 | $ 27,725,000 | |
AIC | Equity method investee | |||
Schedule of Equity Method Investments [Line Items] | |||
Capital distribution from AIC | $ 12,000 | ||
AIC | Equity method investee | Other expense (income), net | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity investees | 0 | ||
AIC | Equity method investee | Other noncurrent assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying value of investment | $ 12,000 | ||
RMR | Affiliated entity | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of companies managed by RMR | company | 4 |
Related Party Transactions - _3
Related Party Transactions - Retirement and Separation Arrangements (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Managing Director and Chief Executive Officer | Current annual salary paid | ||||
Related Party Transaction [Line Items] | ||||
Compensation per agreement | $ 300 | |||
Managing Director and Chief Executive Officer | Cash bonus paid relating to 2019 | ||||
Related Party Transaction [Line Items] | ||||
Compensation per agreement | $ 1,000 | |||
Managing Director and Chief Executive Officer | Additional cash payment | ||||
Related Party Transaction [Line Items] | ||||
Compensation per agreement | $ 1,000 | |||
Executive Vice President, Chief Financial Officer and Treasurer | Additional cash payment | ||||
Related Party Transaction [Line Items] | ||||
Compensation per agreement | $ 300 |
Related Party Transactions - Sa
Related Party Transactions - Sale of Property (Details) - ILTP - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
May 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Assets sale price | $ 2,200 | |
Excluding selling cost | $ 15 | |
Other Operating Expense (Income) | ||
Related Party Transaction [Line Items] | ||
Gain on sale of assets | $ 1,504 |
Contingencies (Details)
Contingencies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Total recorded liabilities | $ 3,229,000 |
Expected recoveries of future expenditures | 606,000 |
Net recorded liability | 2,623,000 |
Environmental issue | |
Loss Contingencies [Line Items] | |
Environmental liability insurance maximum coverage per incident | 20,000,000 |
Environmental liability insurance annual coverage limit | $ 20,000,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total inventory | $ 191,843 | $ 172,830 |
Nonfuel products | ||
Inventory [Line Items] | ||
Total inventory | 146,313 | 143,440 |
Fuel products | ||
Inventory [Line Items] | ||
Total inventory | $ 45,530 | $ 29,390 |
Reorganization Plan (Details)
Reorganization Plan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Selling, general and administrative expense | |
Restructuring Cost and Reserve [Line Items] | |
Reorganization Plan costs incurred | $ 4,288 |