Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,853,593 | |
Entity Central Index Key | 0001378453 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Shares of Common Stock, $0.001 Par Value Per Share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Shares of Common Stock, $0.001 Par Value Per Share | |
Trading Symbol | TA | |
Security Exchange Name | NASDAQ | |
8.25% Senior Notes due 2028 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.25% Senior Notes due 2028 | |
Trading Symbol | TANNI | |
Security Exchange Name | NASDAQ | |
8.00% Senior Notes due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.00% Senior Notes due 2029 | |
Trading Symbol | TANNL | |
Security Exchange Name | NASDAQ | |
8.00% Senior Notes due 2030 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.00% Senior Notes due 2030 | |
Trading Symbol | TANNZ | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 467,342 | $ 536,002 |
Accounts receivable (net of allowance for doubtful accounts of $1,193 and $1,003 as of September 30, 2022 and December 31, 2021, respectively) | 219,379 | 111,392 |
Inventory | 242,606 | 191,843 |
Other current assets | 35,623 | 37,947 |
Total current assets | 964,950 | 877,184 |
Property and equipment, net | 982,319 | 831,427 |
Operating lease assets | 1,600,551 | 1,659,526 |
Goodwill | 34,832 | 22,213 |
Intangible assets, net | 14,871 | 10,934 |
Other noncurrent assets | 85,695 | 107,217 |
Total assets | 3,683,218 | 3,508,501 |
Current liabilities: | ||
Accounts payable | 284,668 | 206,420 |
Current operating lease liabilities | 116,303 | 118,005 |
Other current liabilities | 239,486 | 194,853 |
Total current liabilities | 640,457 | 519,278 |
Long term debt, net | 524,355 | 524,781 |
Noncurrent operating lease liabilities | 1,579,064 | 1,655,359 |
Other noncurrent liabilities | 114,759 | 106,230 |
Total liabilities | 2,858,635 | 2,805,648 |
Stockholders’ equity: | ||
Common stock, $0.001 par value, 216,000 shares of common stock authorized as of September 30, 2022 and December 31, 2021, and 14,854 and 14,839 shares of common stock issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 14 | 14 |
Additional paid-in capital | 789,855 | 785,597 |
Accumulated other comprehensive income (loss) | 15 | (198) |
Retained earnings (accumulated deficit) | 34,699 | (82,560) |
Total stockholders’ equity | 824,583 | 702,853 |
Total liabilities and stockholders’ equity | $ 3,683,218 | $ 3,508,501 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,193 | $ 1,003 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 216,000,000 | 216,000,000 |
Common stock, shares issued (in shares) | 14,854,000 | 14,839,000 |
Common stock, shares outstanding (in shares) | 14,854,000 | 14,839,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 2,811,079 | $ 1,939,946 | $ 8,187,199 | $ 5,303,322 |
Cost of goods sold (excluding depreciation): | ||||
Total cost of goods sold | 2,335,800 | 1,525,252 | 6,807,489 | 4,124,349 |
Site level operating expense | 276,717 | 246,871 | 788,864 | 708,097 |
Selling, general and administrative expense | 46,497 | 39,563 | 134,206 | 112,083 |
Real estate rent expense | 64,954 | 63,898 | 194,753 | 191,378 |
Depreciation and amortization expense | 29,267 | 24,276 | 80,260 | 72,244 |
Other operating expense (income), net | 692 | 230 | (1,795) | (642) |
Income from operations | 57,152 | 39,856 | 183,422 | 95,813 |
Interest expense, net | 9,800 | 11,843 | 32,503 | 34,966 |
Other (income) expense, net | (1,358) | (1,034) | (3,212) | 1,667 |
Income before income taxes | 48,710 | 29,047 | 154,131 | 59,180 |
Provision for income taxes | (11,735) | (6,847) | (36,872) | (13,776) |
Net income | 36,975 | 22,200 | 117,259 | 45,404 |
Less: net income for noncontrolling interest | 0 | 0 | 0 | (333) |
Net income attributable to common stockholders | 36,975 | 22,200 | 117,259 | 45,737 |
Other comprehensive income, net of taxes: | ||||
Foreign currency gain, net of taxes of $(77), $(36), $(98) and $(1) respectively | 173 | 28 | 213 | 11 |
Other comprehensive income attributable to common stockholders | 173 | 28 | 213 | 11 |
Comprehensive income attributable to common stockholders | $ 37,148 | $ 22,228 | $ 117,472 | $ 45,748 |
Net income per share of common stock attributable to common stockholders: | ||||
Basic (in USD per share) | $ 2.49 | $ 1.52 | $ 7.90 | $ 3.14 |
Diluted (in USD per share) | $ 2.49 | $ 1.52 | $ 7.90 | $ 3.14 |
Fuel | ||||
Revenues: | ||||
Total revenues | $ 2,242,821 | $ 1,424,997 | $ 6,570,691 | $ 3,830,886 |
Cost of goods sold (excluding depreciation): | ||||
Total cost of goods sold | 2,110,419 | 1,318,987 | 6,168,740 | 3,547,154 |
Nonfuel | ||||
Revenues: | ||||
Total revenues | 564,941 | 511,063 | 1,605,385 | 1,460,787 |
Cost of goods sold (excluding depreciation): | ||||
Total cost of goods sold | 225,381 | 206,265 | 638,749 | 577,195 |
Rent and royalties from franchisees | ||||
Revenues: | ||||
Total revenues | $ 3,317 | $ 3,886 | $ 11,123 | $ 11,649 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Foreign currency gain, net of taxes | $ (77) | $ (36) | $ (98) | $ (1) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 117,259 | $ 45,404 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Noncash rent credits, net | (17,284) | (17,527) |
Depreciation and amortization expense | 80,260 | 72,244 |
Deferred income taxes | 32,568 | 13,336 |
Gain on sale of assets, net | (2,622) | (642) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (108,413) | (55,345) |
Inventory | (44,821) | 3,288 |
Other current assets | 4,216 | 8,700 |
Accounts payable and other liabilities | 123,463 | 108,369 |
Other, net | (4,652) | 3,459 |
Net cash provided by operating activities | 179,974 | 181,286 |
Cash flows from investing activities: | ||
Capital expenditures | (135,602) | (46,782) |
Acquisitions of travel centers and other sites, net of cash acquired | (109,506) | 0 |
Proceeds from the sale of assets | 722 | 8,803 |
Investment in equity investees | (1,000) | (1,350) |
Other, net | 2,152 | 148 |
Net cash used in investing activities | (243,234) | (39,181) |
Cash flows from financing activities: | ||
Payments on West Greenwich Loan | (498) | (498) |
Payments on Term Loan Facility | (1,500) | (1,500) |
Distributions to noncontrolling interest | 0 | (80) |
Acquisition of stock from employees | (63) | (110) |
Other, net | (3,471) | (2,029) |
Net cash used in financing activities | (5,532) | (4,217) |
Effect of exchange rate changes on cash | 132 | 64 |
Net (decrease) increase in cash and cash equivalents | (68,660) | 137,952 |
Cash and cash equivalents at the beginning of the period | 536,002 | 483,151 |
Cash and cash equivalents at the end of the period | 467,342 | 621,103 |
Supplemental disclosure of cash flow information: | ||
Lease modification (operating to finance lease) | 0 | 28,201 |
Interest paid, net of capitalized interest | 33,855 | 33,069 |
Income taxes paid, net | $ 3,532 | $ 74 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Total TA Stockholders’ Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 14,574 | ||||||
Beginning 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) | 5 | ||||||
Grants under share award plan and stock based compensation, net | 2,537 | 2,537 | 2,537 | ||||
Distribution to noncontrolling interest | (80) | (80) | |||||
Adjustments to Additional Paid in Capital, Other | (600) | (600) | (600) | ||||
Other comprehensive income (loss), net of taxes | 11 | 11 | 11 | ||||
Net income | 45,404 | 45,737 | 45,737 | (333) | |||
Ending balance (in shares) at Sep. 30, 2021 | 14,579 | ||||||
Ending balance at Sep. 30, 2021 | 688,251 | 688,251 | $ 14 | 783,778 | (194) | (95,347) | 0 |
Beginning balance (in shares) at Jun. 30, 2021 | 14,581 | ||||||
Beginning balance at Jun. 30, 2021 | 665,382 | 665,382 | $ 14 | 783,137 | (222) | (117,547) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Grants under share award plan and stock based compensation, net (in shares) | (2) | ||||||
Grants under share award plan and stock based compensation, net | 641 | 641 | 641 | ||||
Other comprehensive income (loss), net of taxes | 28 | 28 | 28 | ||||
Net income | 22,200 | 22,200 | 22,200 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 14,579 | ||||||
Ending balance at Sep. 30, 2021 | $ 688,251 | 688,251 | $ 14 | 783,778 | (194) | (95,347) | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 14,839 | 14,839 | |||||
Beginning balance at Dec. 31, 2021 | $ 702,853 | 702,853 | $ 14 | 785,597 | (198) | (82,560) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Grants under share award plan and stock based compensation, net (in shares) | 15 | ||||||
Grants under share award plan and stock based compensation, net | 4,258 | 4,258 | 4,258 | ||||
Other comprehensive income (loss), net of taxes | 213 | 213 | 213 | ||||
Net income | $ 117,259 | 117,259 | 117,259 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 14,854 | 14,854 | |||||
Ending balance at Sep. 30, 2022 | $ 824,583 | 824,583 | $ 14 | 789,855 | 15 | 34,699 | 0 |
Beginning balance (in shares) at Jun. 30, 2022 | 14,856 | ||||||
Beginning balance at Jun. 30, 2022 | 786,290 | 786,290 | $ 14 | 788,710 | (158) | (2,276) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Grants under share award plan and stock based compensation, net (in shares) | (2) | ||||||
Grants under share award plan and stock based compensation, net | 1,145 | 1,145 | 1,145 | ||||
Other comprehensive income (loss), net of taxes | 173 | 173 | 173 | ||||
Net income | $ 36,975 | 36,975 | 36,975 | 0 | |||
Ending balance (in shares) at Sep. 30, 2022 | 14,854 | 14,854 | |||||
Ending balance at Sep. 30, 2022 | $ 824,583 | $ 824,583 | $ 14 | $ 789,855 | $ 15 | $ 34,699 | $ 0 |
Business Description and Basis
Business Description and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation TravelCenters of America Inc. is a Maryland corporation. As of September 30, 2022, we operated or franchised 284 travel centers, standalone truck service facilities and standalone restaurants. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees. As of September 30, 2022, our business included 278 travel centers in 44 states in the United States, 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 55, we leased 181, we operated two for a joint venture and 40 were owned or leased from others by our franchisees. We operated 238 of our travel centers and franchisees operated 40 travel centers. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, diesel exhaust fluid, full service restaurants, quick service restaurants and various customer amenities. As of September 30, 2022, our business included five standalone truck service facilities operated under the “ TA Truck Service ” brand name. Of these standalone truck service facilities, we leased three and owned two. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks. On April 21, 2021, we completed the sale of our Quaker Steak & Lube, or QSL, business for $5,000, excluding costs to sell and certain closing adjustments. See Note 3 of this Quarterly Report on Form 10-Q, or this Quarterly Report, for more information about the sale of our QSL business. We manage our business as 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. On April 26, 2022, we ceased operations at our only travel center located in a foreign country, Canada, which we did not consider material to our operations. On March 2, 2022, we entered into an agreement to sell our Canadian travel center for C$26,000 (subsequently revised to C$23,000, or approximately US$17,000 based on foreign exchange rates as of September 30, 2022), excluding costs to sell and certain closing adjustments. See Note 3 of this Quarterly Report for more information about the potential sale of this travel center. The accompanying interim consolidated financial statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements. The disclosures presented do not include all the information necessary for complete financial statements in accordance with GAAP. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or our Annual Report. In the opinion of our management, the accompanying unaudited interim consolidated financial statements include all adjustments, including normal recurring adjustments, considered necessary for a fair presentation. All intercompany transactions and balances have been eliminated. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent expense and certain other costs do not vary seasonally. The current economic conditions have, and may in the future, significantly alter the seasonal aspects of our business. For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for a full year. Fair Value Measurement Senior Notes We collectively refer to our $110,000 of 8.25% Senior Notes due 2028, our $120,000 of 8.00% Senior Notes due 2029 and our $100,000 of 8.00% Senior Notes due 2030 as our Senior Notes, which are our senior unsecured obligations. We estimate that, based on their trading prices (a Level 2 input), the aggregate fair value of our Senior Notes on September 30, 2022, was $339,468. Recently Issued Accounting Pronouncement and Other Accounting Matters The following table summarizes recent accounting standard updates, or ASUs, issued by the Financial Accounting Standards Board, or FASB, that could have an impact on our consolidated financial statements. Standard Description Effective Date Effect on the Consolidated Financial Statements Recently Adopted Standards ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance This update aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. January 1, 2022 This update did not have a material impact on our consolidated financial statements. We are pursuing government grants in connection with our efforts to develop and market alternative energy and sustainable resources. We could provide disclosures in the future if we receive material government assistance within the scope of this update. Recently Issued Standards ASU 2021-01 - Reference Rate Reform (Topic 848) Scope This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting 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 | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues We recognize revenues based on the consideration specified in the contract with the customer, less estimates for variable consideration (such as customer loyalty programs and customer rebates), and amounts collected on behalf of third parties (such as sales and excise taxes). The majority of our revenues are generated at the point of sale in our travel center locations. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees. Disaggregation of Revenues We disaggregate our revenues based on the type of good or service provided to the customer, or by fuel revenues and nonfuel revenues, in our consolidated statements of operations and comprehensive income. Nonfuel revenues disaggregated by type of good or service for the three and nine months ended September 30, 2022 and 2021, were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Nonfuel revenues: Store and retail services $ 204,010 $ 197,842 $ 583,974 $ 564,054 Truck service 227,428 200,192 634,022 565,520 Restaurant 87,486 79,850 248,450 233,657 Diesel exhaust fluid 46,017 33,179 138,939 97,556 Total nonfuel revenues $ 564,941 $ 511,063 $ 1,605,385 $ 1,460,787 Contract Liabilities Our contract liabilities, which are presented in our consolidated balance sheets in other current and other noncurrent liabilities, primarily include deferred revenues related to our customer loyalty programs, gift cards and other deferred revenues. The following table shows the changes in our contract liabilities between periods. Customer Deferred Franchise Fees and Other Total December 31, 2021 $ 26,120 $ 6,156 $ 32,276 Increases due to unsatisfied performance obligations arising during the period 96,201 2,444 98,645 Revenues recognized from satisfied performance obligations during the period (109,567) (2,197) (111,764) Other 14,050 (430) 13,620 September 30, 2022 $ 26,804 $ 5,973 $ 32,777 As of September 30, 2022, we expect the unsatisfied performance obligations, relating to our customer loyalty programs and other contract liabilities, will generally be satisfied within 12 months. As of September 30, 2022, the deferred initial and renewal franchise fee revenue expected to be recognized in future periods is approximately $600 for each of the years 2022 through 2026. |
Acquisition and Disposition Act
Acquisition and Disposition Activity | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Disposition Activity | Acquisition and Disposition Activity 2022 Acquisitions During the nine months ended September 30, 2022, for aggregate cash consideration of $109,372, inclusive of certain closing costs and other purchase price adjustments, we acquired certain assets of independent travel centers, previously franchised travel centers, and truck service facilities. We also acquired certain assets as a result of the assumed operation of two travel centers which are owned by us, but which we previously leased and franchised to former tenants/franchisees. We have included the operating results and preliminary purchase price allocations for each acquisition in our consolidated financial statements beginning as of the date of acquisition. The pro forma impact of these acquisitions, including the respective results of operations from the beginning of the periods presented, are not material to our consolidated financial statements. We continue to obtain information to complete the valuation of certain assets and liabilities, and expect to complete these valuations no later than one year from the date of acquisition. During the third quarter of 2022, we recorded immaterial measurement period adjustments for acquisitions completed in the second quarter of 2022. For all of our acquisitions, we will make adjustments to the fair values of the identifiable assets acquired and liabilities assumed as those valuations are finalized, which may result in adjustments to the recorded amounts in our consolidated financial statements. These adjustments may or may not be material. Because one of our acquisitions was completed close to the end of the third quarter of 2022, the fair values of the identifiable assets acquired in that acquisition are preliminary estimates based on the information that was available as of the acquisition date. Substantially all of the provisional goodwill in the table below relates to that acquisition and may be allocated to other identifiable assets once valuations are finalized. Any resulting goodwill from that acquisition will be part of the single travel centers reporting unit. The factors that may contribute to the recognition of goodwill for that acquisition primarily include the benefits related to various customer and purchasing synergies, along with the value of an assembled workforce in place at the acquired travel center. As of September 30, 2022, the following table summarizes the preliminary fair values we recorded for the aggregate assets acquired and liabilities assumed from our acquisitions completed in the nine months ended September 30, 2022. The intangible assets figure represents reacquired franchise rights with a weighted average amortization period of approximately 5.2 years based on the contractual lives of the applicable franchise agreements. Preliminary Fair Value Cash and cash equivalents $ 146 Inventory 6,143 Property and equipment 86,317 Goodwill 12,619 Intangible assets 4,723 Other current and non-current liabilities (297) Total assets acquired and liabilities assumed $ 109,651 2022 Disposition Activity On March 2, 2022, we entered into an agreement to sell our travel center located in the city of Woodstock, Ontario, Canada, or Woodstock, which we stopped operating in April 2022, for C$26,000 (subsequently revised to C$23,000, or approximately US$17,000 based on foreign exchange rates as of September 30, 2022), excluding costs to sell and certain closing adjustments. We classified certain Woodstock assets as held for sale as of March 31, 2022, because the circumstances met the applicable criteria for that treatment as set forth in FASB Accounting Standards Codification 360, Property, Plant, and Equipment. As of September 30, 2022, the held for sale assets and liabilities consisted of inventory of $186, property and equipment, net of $1,651 and other current liabilities of $589. We do not believe that this potential sale represents a strategic shift in our business, and we do not consider the Canadian travel center to be material to our operations. We expect this sale to close by December 31, 2022; however, it is subject to certain conditions. Accordingly, we cannot be certain that we will complete this sale, that this sale will not be delayed or that the terms will not change. In connection with the closure of the travel center in April 2022, during the nine months ended September 30, 2022, we recognized expenses of $375 for employee termination benefits, which were paid in the second quarter of 2022, and $630 related to environmental remediation. These expenses were included in site level operating expense in our consolidated statements of operations and comprehensive income. 2021 Disposition Activity On April 21, 2021, we completed the sale of our QSL business for $5,000 excluding costs to sell and certain closing adjustments. We did not treat the sale of QSL as a discontinued operation, as we concluded that its effect was not material and did not represent a strategic shift in our business. As of the date of sale, our QSL business included 41 standalone restaurants in 11 states in the United States operated primarily under the QSL brand name. During the nine months ended September 30, 2021, we recognized a $606 loss on the sale of QSL, which was included in other operating (income) expense, net in our consolidated statements of operations and comprehensive income. During the first quarter of 2021, we recorded impairment charges of $650, primarily resulting from the change in fair value of underlying assets sold, which were included in depreciation and amortization expense in our consolidated statements of operations and comprehensive income. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following table presents a reconciliation of net income attributable to common stockholders to net income available to common stockholders and the related earnings per share of common stock for the three and nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income attributable to common stockholders $ 36,975 $ 22,200 $ 117,259 $ 45,737 Less: net income attributable to participating securities 1,144 497 3,650 1,048 Net income available to common stockholders $ 35,831 $ 21,703 $ 113,609 $ 44,689 Weighted average shares of common stock (1) 14,396 14,254 14,383 14,239 Basic and diluted net income per share of common stock attributable to common stockholders $ 2.49 $ 1.52 $ 7.90 $ 3.14 (1) Excludes unvested shares of common stock awarded under our share award plans, in which shares of common stock are considered participating securities because they participate equally in earnings and losses with all of our other shares of common stock. The weighted average number of unvested shares of common stock outstanding for the three months ended September 30, 2022 and 2021, was 460 and 327, respectively. The weighted average number of unvested shares of common stock outstanding for the nine months ended September 30, 2022 and 2021, was 462 and 334, respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Our Goodwill balance as of September 30, 2022 and December 31, 2021 was $34,832 and $22,213, respectively, all of which relates to our single travel centers reporting unit. Goodwill is tested for impairment annually as of July 31, or more frequently if circumstances warrant, at the reporting unit level. As of July 31, 2022, we evaluated our travel centers reporting unit for impairment using a qualitative analysis which included evaluating financial trends, industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. After evaluating and weighing all relevant events and circumstances, we concluded that it is not more likely than not that the fair value of the single travel centers reporting unit was less than its carrying amount. |
Leasing Transactions
Leasing Transactions | 9 Months Ended |
Sep. 30, 2022 | |
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 Service Properties Trust, or SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of September 30, 2022, 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 September 30, 2022, 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 under each of the SVC Leases. 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 $64,056 and $61,283 for the three months ended September 30, 2022 and 2021, respectively, and $192,262 and $183,343 for the nine months ended September 30, 2022 and 2021, respectively. Included in these rent expense amounts are percentage rent payable of $2,692 and $1,850 for the three months ended September 30, 2022 and 2021, respectively, and $8,029 and $4,827 for the nine months ended September 30, 2022 and 2021, respectively, which are based on a percentage of the increases in total nonfuel revenues at each leased property over base year levels, deferred rent of $4,404 and $13,211 for the three and nine month periods, 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 September 30, 2022, the estimated future payments related to these underground storage tanks were $26,898 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was $8,807 as of September 30, 2022 and is scheduled to be fully paid by January 31, 2023. As of September 30, 2022, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243,914. Pursuant to the SVC Leases, we may request that SVC purchase qualifying capital improvements we make at the leased travel centers in return for increased annual minimum rent. We did not sell to SVC any improvements we made to properties leased from SVC for the three and nine months ended September 30, 2022 and 2021. As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of $509 and $502 for the three months ended September 30, 2022 and 2021, respectively, and $1,413 and $1,505 for the nine months ended September 30, 2022 and 2021, respectively. Lease Costs Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income, as shown in the following tables. For the three and nine months ended September 30, 2022 and 2021, our lease costs consisted of the following: Classification in our Consolidated Three Months Ended 2022 2021 Operating lease costs: SVC Leases Real estate rent expense $ 60,886 $ 58,951 Operating lease costs: other Real estate rent expense 684 2,447 Variable lease costs: SVC Leases Real estate rent expense 3,169 2,332 Variable lease costs: other Real estate rent expense 215 168 Total real estate rent expense 64,954 63,898 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 324 710 Financing lease costs: equipment and other Site level operating expense 75 53 Short-term lease costs Site level operating expense and selling, general and administrative expense 101 171 Amortization of finance lease assets: Depreciation and amortization expense 553 553 Amortization of finance lease assets: other Depreciation and amortization expense 922 553 Interest on finance lease liabilities: Interest expense, net 291 305 Interest on finance lease liabilities: other Interest expense, net 177 134 Sublease income Nonfuel revenues (509) (502) Net lease costs $ 66,888 $ 65,875 Classification in our Consolidated Nine Months Ended 2022 2021 Operating lease costs: SVC Leases Real estate rent expense $ 182,814 $ 177,040 Operating lease costs: other Real estate rent expense 1,865 7,529 Variable lease costs: SVC Leases Real estate rent expense 9,448 6,303 Variable lease costs: other Real estate rent expense 626 506 Total real estate rent expense 194,753 191,378 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 2,259 2,332 Financing lease costs: equipment and other Site level operating expense 306 152 Short-term lease costs Site level operating expense and selling, general and administrative expense 313 513 Amortization of finance lease assets: Depreciation and amortization expense 1,659 1,290 Amortization of finance lease assets: other Depreciation and amortization expense 2,510 1,212 Interest on finance lease liabilities: Interest expense, net 883 716 Interest on finance lease liabilities: other Interest expense, net 514 323 Sublease income Nonfuel revenues (1,413) (1,505) Net lease costs $ 201,784 $ 196,411 Lease Assets and Liabilities As of September 30, 2022 and December 31, 2021, our operating lease assets and liabilities consisted of the following: September 30, December 31, Operating lease assets: SVC Leases $ 1,583,634 $ 1,649,142 Other 16,917 10,384 Total operating lease assets $ 1,600,551 $ 1,659,526 Current operating lease liabilities: SVC Leases $ 112,447 $ 114,372 Other 3,856 3,633 Total current operating lease liabilities $ 116,303 $ 118,005 Noncurrent operating lease liabilities: SVC Leases $ 1,565,516 $ 1,648,112 Other 13,548 7,247 Total noncurrent operating lease liabilities $ 1,579,064 $ 1,655,359 During the nine months ended September 30, 2022 and 2021, we paid $212,038 and $208,905, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of September 30, 2022 and December 31, 2021, our finance lease assets and liabilities consisted of the following: September 30, December 31, Finance lease assets: SVC Leases $ 24,883 $ 26,542 Other 17,109 15,781 Total finance lease assets $ 41,992 $ 42,323 Current finance lease liabilities: SVC Leases $ 1,519 $ 1,517 Other 3,628 2,814 Total current finance lease liabilities $ 5,147 $ 4,331 Noncurrent finance lease liabilities: SVC Leases $ 24,924 $ 25,974 Other 14,031 13,240 Total noncurrent finance lease liabilities $ 38,955 $ 39,214 During the nine months ended September 30, 2022 and 2021, we paid $3,360 and $1,721, respectively, for amounts that had been included in the measurement of our finance lease liabilities. Lease Maturities and Other Information The annual and total remaining operating lease payments and present value of operating lease liabilities for our operating leases that had remaining noncancelable lease terms in excess of one year as of September 30, 2022, were as follows: SVC Leases Other Total Years ended December 31: 2022 $ 67,213 $ 1,185 $ 68,398 2023 255,469 4,059 259,528 2024 251,295 2,961 254,256 2025 251,283 2,851 254,134 2026 251,278 2,495 253,773 Thereafter 1,538,649 7,249 1,545,898 Total operating lease payments 2,615,187 20,800 2,635,987 Less: present value discount (1) (937,224) (3,396) (940,620) Present value of operating lease liabilities $ 1,677,963 $ 17,404 $ 1,695,367 (1) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases. The weighted average remaining lease term for our operating leases as of September 30, 2022, was approximately 11 years. Our weighted average discount rate for our operating leases as of September 30, 2022, was approximately 9.1%. The annual and total remaining finance lease payments and present value of finance lease liabilities for our finance leases that had remaining noncancelable lease terms in excess of one year as of September 30, 2022, were as follows: SVC Lease Other Total Years ended December 31: 2022 $ 660 $ 1,065 $ 1,725 2023 2,656 4,262 6,918 2024 2,722 3,820 6,542 2025 2,790 3,227 6,017 2026 2,860 3,024 5,884 Thereafter 22,126 4,177 26,303 Total finance lease payments 33,814 19,575 53,389 Less: present value discount (1) (7,371) (1,916) (9,287) Present value of finance lease liabilities $ 26,443 $ 17,659 $ 44,102 (1) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate. The weighted average remaining lease term for our finance leases as of September 30, 2022, was approximately 9 years. Our weighted average discount rate for our finance leases as of September 30, 2022, was approximately 4.3%. As a Lessor During the second and third quarters of 2022, we acquired the operating assets related to two travel centers we previously leased to franchisees. Rent revenues from these operating leases totaled zero and $595 for the three months ended September 30, 2022 and 2021, respectively, and $1,190 and $1,763 for the nine months ended September 30, 2022 and 2021, respectively. See Note 3 of this Quarterly Report for more information about these acquisitions. See above for information regarding certain travel centers that we lease from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations. We also lease portions of properties we own 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 Service Properties Trust, or SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of September 30, 2022, 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 September 30, 2022, 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 under each of the SVC Leases. 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 $64,056 and $61,283 for the three months ended September 30, 2022 and 2021, respectively, and $192,262 and $183,343 for the nine months ended September 30, 2022 and 2021, respectively. Included in these rent expense amounts are percentage rent payable of $2,692 and $1,850 for the three months ended September 30, 2022 and 2021, respectively, and $8,029 and $4,827 for the nine months ended September 30, 2022 and 2021, respectively, which are based on a percentage of the increases in total nonfuel revenues at each leased property over base year levels, deferred rent of $4,404 and $13,211 for the three and nine month periods, 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 September 30, 2022, the estimated future payments related to these underground storage tanks were $26,898 and are recorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent obligations was $8,807 as of September 30, 2022 and is scheduled to be fully paid by January 31, 2023. As of September 30, 2022, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243,914. Pursuant to the SVC Leases, we may request that SVC purchase qualifying capital improvements we make at the leased travel centers in return for increased annual minimum rent. We did not sell to SVC any improvements we made to properties leased from SVC for the three and nine months ended September 30, 2022 and 2021. As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of $509 and $502 for the three months ended September 30, 2022 and 2021, respectively, and $1,413 and $1,505 for the nine months ended September 30, 2022 and 2021, respectively. Lease Costs Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income, as shown in the following tables. For the three and nine months ended September 30, 2022 and 2021, our lease costs consisted of the following: Classification in our Consolidated Three Months Ended 2022 2021 Operating lease costs: SVC Leases Real estate rent expense $ 60,886 $ 58,951 Operating lease costs: other Real estate rent expense 684 2,447 Variable lease costs: SVC Leases Real estate rent expense 3,169 2,332 Variable lease costs: other Real estate rent expense 215 168 Total real estate rent expense 64,954 63,898 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 324 710 Financing lease costs: equipment and other Site level operating expense 75 53 Short-term lease costs Site level operating expense and selling, general and administrative expense 101 171 Amortization of finance lease assets: Depreciation and amortization expense 553 553 Amortization of finance lease assets: other Depreciation and amortization expense 922 553 Interest on finance lease liabilities: Interest expense, net 291 305 Interest on finance lease liabilities: other Interest expense, net 177 134 Sublease income Nonfuel revenues (509) (502) Net lease costs $ 66,888 $ 65,875 Classification in our Consolidated Nine Months Ended 2022 2021 Operating lease costs: SVC Leases Real estate rent expense $ 182,814 $ 177,040 Operating lease costs: other Real estate rent expense 1,865 7,529 Variable lease costs: SVC Leases Real estate rent expense 9,448 6,303 Variable lease costs: other Real estate rent expense 626 506 Total real estate rent expense 194,753 191,378 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 2,259 2,332 Financing lease costs: equipment and other Site level operating expense 306 152 Short-term lease costs Site level operating expense and selling, general and administrative expense 313 513 Amortization of finance lease assets: Depreciation and amortization expense 1,659 1,290 Amortization of finance lease assets: other Depreciation and amortization expense 2,510 1,212 Interest on finance lease liabilities: Interest expense, net 883 716 Interest on finance lease liabilities: other Interest expense, net 514 323 Sublease income Nonfuel revenues (1,413) (1,505) Net lease costs $ 201,784 $ 196,411 Lease Assets and Liabilities As of September 30, 2022 and December 31, 2021, our operating lease assets and liabilities consisted of the following: September 30, December 31, Operating lease assets: SVC Leases $ 1,583,634 $ 1,649,142 Other 16,917 10,384 Total operating lease assets $ 1,600,551 $ 1,659,526 Current operating lease liabilities: SVC Leases $ 112,447 $ 114,372 Other 3,856 3,633 Total current operating lease liabilities $ 116,303 $ 118,005 Noncurrent operating lease liabilities: SVC Leases $ 1,565,516 $ 1,648,112 Other 13,548 7,247 Total noncurrent operating lease liabilities $ 1,579,064 $ 1,655,359 During the nine months ended September 30, 2022 and 2021, we paid $212,038 and $208,905, respectively, for amounts that had been included in the measurement of our operating lease liabilities. As of September 30, 2022 and December 31, 2021, our finance lease assets and liabilities consisted of the following: September 30, December 31, Finance lease assets: SVC Leases $ 24,883 $ 26,542 Other 17,109 15,781 Total finance lease assets $ 41,992 $ 42,323 Current finance lease liabilities: SVC Leases $ 1,519 $ 1,517 Other 3,628 2,814 Total current finance lease liabilities $ 5,147 $ 4,331 Noncurrent finance lease liabilities: SVC Leases $ 24,924 $ 25,974 Other 14,031 13,240 Total noncurrent finance lease liabilities $ 38,955 $ 39,214 During the nine months ended September 30, 2022 and 2021, we paid $3,360 and $1,721, respectively, for amounts that had been included in the measurement of our finance lease liabilities. Lease Maturities and Other Information The annual and total remaining operating lease payments and present value of operating lease liabilities for our operating leases that had remaining noncancelable lease terms in excess of one year as of September 30, 2022, were as follows: SVC Leases Other Total Years ended December 31: 2022 $ 67,213 $ 1,185 $ 68,398 2023 255,469 4,059 259,528 2024 251,295 2,961 254,256 2025 251,283 2,851 254,134 2026 251,278 2,495 253,773 Thereafter 1,538,649 7,249 1,545,898 Total operating lease payments 2,615,187 20,800 2,635,987 Less: present value discount (1) (937,224) (3,396) (940,620) Present value of operating lease liabilities $ 1,677,963 $ 17,404 $ 1,695,367 (1) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases. The weighted average remaining lease term for our operating leases as of September 30, 2022, was approximately 11 years. Our weighted average discount rate for our operating leases as of September 30, 2022, was approximately 9.1%. The annual and total remaining finance lease payments and present value of finance lease liabilities for our finance leases that had remaining noncancelable lease terms in excess of one year as of September 30, 2022, were as follows: SVC Lease Other Total Years ended December 31: 2022 $ 660 $ 1,065 $ 1,725 2023 2,656 4,262 6,918 2024 2,722 3,820 6,542 2025 2,790 3,227 6,017 2026 2,860 3,024 5,884 Thereafter 22,126 4,177 26,303 Total finance lease payments 33,814 19,575 53,389 Less: present value discount (1) (7,371) (1,916) (9,287) Present value of finance lease liabilities $ 26,443 $ 17,659 $ 44,102 (1) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate. The weighted average remaining lease term for our finance leases as of September 30, 2022, was approximately 9 years. Our weighted average discount rate for our finance leases as of September 30, 2022, was approximately 4.3%. As a Lessor During the second and third quarters of 2022, we acquired the operating assets related to two travel centers we previously leased to franchisees. Rent revenues from these operating leases totaled zero and $595 for the three months ended September 30, 2022 and 2021, respectively, and $1,190 and $1,763 for the nine months ended September 30, 2022 and 2021, respectively. See Note 3 of this Quarterly Report for more information about these acquisitions. See above for information regarding certain travel centers that we lease from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations. We also lease portions of properties we own to third parties to operate other retail operations. |
Business Management Agreement w
Business Management Agreement with RMR | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Business Management Agreement with RMR | Business Management Agreement with RMR The RMR Group LLC, or RMR, provides us certain services that we require to operate our business, and which relate to various aspects of our business. RMR provides these services pursuant to a business management agreement. Pursuant to the business management agreement, we incurred aggregate fees and certain cost reimbursements payable to RMR o f $4,427 and $3,822 for the three months ended September 30, 2022 and 2021, respectively, and $12,315 and $10,418 for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income. For more information about our relationship with RMR, see Note 8 of this Quarterly Report and Note 12 of our Annual Report. subsidiaries provide management services. Mr. Portnoy serves as chair of the board and as a managing director or managing trustee of these public companies, including SVC. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies. As of September 30, 2022, Mr. Portnoy beneficially owned (including indirectly through RMR) approximately 4.5% of our outstanding shares of common stock. Relationship with SVC We are SVC’s largest tenant and SVC is our principal landlord and second largest stockholder. As of September 30, 2022, SVC owned approximately 8.0% of our outstanding shares of common stock. As of September 30, 2022, we leased from SVC a total of 179 travel center properties under the SVC Leases. See Note 6 of this Quarterly Report for more information about our lease agreements with SVC. Our Manager, RMR RMR provides certain services we require to operate our business. We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally. See Note 7 of this Quarterly Report for more information about our business management agreement with RMR. 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 income, net for the nine months ended September 30, 2021. For more information about these and other such relationships and certain other related person transactions, see our Annual Report. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Business Management Agreement with RMR The RMR Group LLC, or RMR, provides us certain services that we require to operate our business, and which relate to various aspects of our business. RMR provides these services pursuant to a business management agreement. Pursuant to the business management agreement, we incurred aggregate fees and certain cost reimbursements payable to RMR o f $4,427 and $3,822 for the three months ended September 30, 2022 and 2021, respectively, and $12,315 and $10,418 for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income. For more information about our relationship with RMR, see Note 8 of this Quarterly Report and Note 12 of our Annual Report. subsidiaries provide management services. Mr. Portnoy serves as chair of the board and as a managing director or managing trustee of these public companies, including SVC. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies. As of September 30, 2022, Mr. Portnoy beneficially owned (including indirectly through RMR) approximately 4.5% of our outstanding shares of common stock. Relationship with SVC We are SVC’s largest tenant and SVC is our principal landlord and second largest stockholder. As of September 30, 2022, SVC owned approximately 8.0% of our outstanding shares of common stock. As of September 30, 2022, we leased from SVC a total of 179 travel center properties under the SVC Leases. See Note 6 of this Quarterly Report for more information about our lease agreements with SVC. Our Manager, RMR RMR provides certain services we require to operate our business. We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally. See Note 7 of this Quarterly Report for more information about our business management agreement with RMR. 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 income, net for the nine months ended September 30, 2021. For more information about these and other such relationships and certain other related person transactions, see our Annual Report. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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. Investigation and remediation of both surface spills and subsurface releases is handled by contracted third party consultants and managed by our environmental department. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the SVC Leases, we generally have agreed to indemnify SVC for any environmental liabilities related to properties that we lease from SVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. We have entered into certain other arrangements in which we have agreed to indemnify third parties for environmental liabilities and expenses resulting from our operations. From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we have received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement and for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed. As of September 30, 2022, we accrued a current liability of $2,835, of which $589 related to the potential sale of our travel center located in Canada, and a noncurrent liability of $1,209 for environmental matters as well as a receivable, which is recorded in noncurrent assets in our consolidated balances sheets, for expected recoveries of certain of these estimated future expenditures of $768, resulting in an estimated net amount of $3,276 that we expect to fund in the future. See Note 3 of this Quarterly Report for more information about the potential sale of our travel center in Canada. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations. We currently have insurance of up to $20,000 per incident and up to $20,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles. Our current insurance policy expires in June 2024 and we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms. We cannot predict the ultimate effect of changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that a material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory as of September 30, 2022 and December 31, 2021, consisted of the following: September 30, December 31, Nonfuel products $ 186,781 $ 146,313 Fuel products 55,825 45,530 Total inventory $ 242,606 $ 191,843 |
Equity Investments
Equity Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity InvestmentsQuikQ, 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 LLC, an independent full-service fuel payment solutions provider, from 50% to less than 50%, for which a pre-tax loss of $1,826 was included in other (income) expense, net in our consolidated statements of operations and comprehensive income during the nine months ended September 30, 2021. The investment will continue to be accounted for under the equity method. For more information about our investments in equity affiliates, see Note 11 of our Annual Report. |
Business Description and Basi_2
Business Description and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. On April 26, 2022, we ceased operations at our only travel center located in a foreign country, Canada, which we did not consider material to our operations. |
Basis of Presentation | The accompanying interim consolidated financial statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements. The disclosures presented do not include all the information necessary for complete financial statements in accordance with GAAP. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or our Annual Report. In the opinion of our management, the accompanying unaudited interim consolidated financial statements include all adjustments, including normal recurring adjustments, considered necessary for a fair presentation. All intercompany transactions and balances have been eliminated. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent expense and certain other costs do not vary seasonally. The current economic conditions have, and may in the future, significantly alter the seasonal aspects of our business. For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for a full year. |
Recently Issued Accounting Pronouncement and Other Accounting Matters | Recently Issued Accounting Pronouncement and Other Accounting Matters The following table summarizes recent accounting standard updates, or ASUs, issued by the Financial Accounting Standards Board, or FASB, that could have an impact on our consolidated financial statements. Standard Description Effective Date Effect on the Consolidated Financial Statements Recently Adopted Standards ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance This update aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. January 1, 2022 This update did not have a material impact on our consolidated financial statements. We are pursuing government grants in connection with our efforts to develop and market alternative energy and sustainable resources. We could provide disclosures in the future if we receive material government assistance within the scope of this update. Recently Issued Standards ASU 2021-01 - Reference Rate Reform (Topic 848) Scope This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting 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 | We recognize revenues based on the consideration specified in the contract with the customer, less estimates for variable consideration (such as customer loyalty programs and customer rebates), and amounts collected on behalf of third parties (such as sales and excise taxes). The majority of our revenues are generated at the point of sale in our travel center locations. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees. |
Leasing Transactions | 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. |
Business Description and Basi_3
Business Description and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Recently Adopted Standards and Recently Issued Standards | The following table summarizes recent accounting standard updates, or ASUs, issued by the Financial Accounting Standards Board, or FASB, that could have an impact on our consolidated financial statements. Standard Description Effective Date Effect on the Consolidated Financial Statements Recently Adopted Standards ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance This update aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. January 1, 2022 This update did not have a material impact on our consolidated financial statements. We are pursuing government grants in connection with our efforts to develop and market alternative energy and sustainable resources. We could provide disclosures in the future if we receive material government assistance within the scope of this update. Recently Issued Standards ASU 2021-01 - Reference Rate Reform (Topic 848) Scope This update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. January 1, 2023 We are currently assessing whether this update will have a material impact on our consolidated financial statements. ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial Reporting 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) | 9 Months Ended |
Sep. 30, 2022 | |
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 three and nine months ended September 30, 2022 and 2021, were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Nonfuel revenues: Store and retail services $ 204,010 $ 197,842 $ 583,974 $ 564,054 Truck service 227,428 200,192 634,022 565,520 Restaurant 87,486 79,850 248,450 233,657 Diesel exhaust fluid 46,017 33,179 138,939 97,556 Total nonfuel revenues $ 564,941 $ 511,063 $ 1,605,385 $ 1,460,787 |
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, 2021 $ 26,120 $ 6,156 $ 32,276 Increases due to unsatisfied performance obligations arising during the period 96,201 2,444 98,645 Revenues recognized from satisfied performance obligations during the period (109,567) (2,197) (111,764) Other 14,050 (430) 13,620 September 30, 2022 $ 26,804 $ 5,973 $ 32,777 |
Acquisition and Disposition A_2
Acquisition and Disposition Activity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of assets acquired and liabilities assumed | As of September 30, 2022, the following table summarizes the preliminary fair values we recorded for the aggregate assets acquired and liabilities assumed from our acquisitions completed in the nine months ended September 30, 2022. The intangible assets figure represents reacquired franchise rights with a weighted average amortization period of approximately 5.2 years based on the contractual lives of the applicable franchise agreements. Preliminary Fair Value Cash and cash equivalents $ 146 Inventory 6,143 Property and equipment 86,317 Goodwill 12,619 Intangible assets 4,723 Other current and non-current liabilities (297) Total assets acquired and liabilities assumed $ 109,651 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
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 attributable to common stockholders to net income available to common stockholders and the related earnings per share of common stock for the three and nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income attributable to common stockholders $ 36,975 $ 22,200 $ 117,259 $ 45,737 Less: net income attributable to participating securities 1,144 497 3,650 1,048 Net income available to common stockholders $ 35,831 $ 21,703 $ 113,609 $ 44,689 Weighted average shares of common stock (1) 14,396 14,254 14,383 14,239 Basic and diluted net income per share of common stock attributable to common stockholders $ 2.49 $ 1.52 $ 7.90 $ 3.14 (1) Excludes unvested shares of common stock awarded under our share award plans, in which shares of common stock are considered participating securities because they participate equally in earnings and losses with all of our other shares of common stock. The weighted average number of unvested shares of common stock outstanding for the three months ended September 30, 2022 and 2021, was 460 and 327, respectively. The weighted average number of unvested shares of common stock outstanding for the nine months ended September 30, 2022 and 2021, was 462 and 334, respectively. |
Leasing Transactions (Tables)
Leasing Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease costs as a lessee | For the three and nine months ended September 30, 2022 and 2021, our lease costs consisted of the following: Classification in our Consolidated Three Months Ended 2022 2021 Operating lease costs: SVC Leases Real estate rent expense $ 60,886 $ 58,951 Operating lease costs: other Real estate rent expense 684 2,447 Variable lease costs: SVC Leases Real estate rent expense 3,169 2,332 Variable lease costs: other Real estate rent expense 215 168 Total real estate rent expense 64,954 63,898 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 324 710 Financing lease costs: equipment and other Site level operating expense 75 53 Short-term lease costs Site level operating expense and selling, general and administrative expense 101 171 Amortization of finance lease assets: Depreciation and amortization expense 553 553 Amortization of finance lease assets: other Depreciation and amortization expense 922 553 Interest on finance lease liabilities: Interest expense, net 291 305 Interest on finance lease liabilities: other Interest expense, net 177 134 Sublease income Nonfuel revenues (509) (502) Net lease costs $ 66,888 $ 65,875 Classification in our Consolidated Nine Months Ended 2022 2021 Operating lease costs: SVC Leases Real estate rent expense $ 182,814 $ 177,040 Operating lease costs: other Real estate rent expense 1,865 7,529 Variable lease costs: SVC Leases Real estate rent expense 9,448 6,303 Variable lease costs: other Real estate rent expense 626 506 Total real estate rent expense 194,753 191,378 Operating lease costs: equipment and other Site level operating expense and selling, general and administrative expense 2,259 2,332 Financing lease costs: equipment and other Site level operating expense 306 152 Short-term lease costs Site level operating expense and selling, general and administrative expense 313 513 Amortization of finance lease assets: Depreciation and amortization expense 1,659 1,290 Amortization of finance lease assets: other Depreciation and amortization expense 2,510 1,212 Interest on finance lease liabilities: Interest expense, net 883 716 Interest on finance lease liabilities: other Interest expense, net 514 323 Sublease income Nonfuel revenues (1,413) (1,505) Net lease costs $ 201,784 $ 196,411 |
Schedule of operating lease assets and liabilities | As of September 30, 2022 and December 31, 2021, our operating lease assets and liabilities consisted of the following: September 30, December 31, Operating lease assets: SVC Leases $ 1,583,634 $ 1,649,142 Other 16,917 10,384 Total operating lease assets $ 1,600,551 $ 1,659,526 Current operating lease liabilities: SVC Leases $ 112,447 $ 114,372 Other 3,856 3,633 Total current operating lease liabilities $ 116,303 $ 118,005 Noncurrent operating lease liabilities: SVC Leases $ 1,565,516 $ 1,648,112 Other 13,548 7,247 Total noncurrent operating lease liabilities $ 1,579,064 $ 1,655,359 |
Schedule of finance lease assets and liabilities | As of September 30, 2022 and December 31, 2021, our finance lease assets and liabilities consisted of the following: September 30, December 31, Finance lease assets: SVC Leases $ 24,883 $ 26,542 Other 17,109 15,781 Total finance lease assets $ 41,992 $ 42,323 Current finance lease liabilities: SVC Leases $ 1,519 $ 1,517 Other 3,628 2,814 Total current finance lease liabilities $ 5,147 $ 4,331 Noncurrent finance lease liabilities: SVC Leases $ 24,924 $ 25,974 Other 14,031 13,240 Total noncurrent finance lease liabilities $ 38,955 $ 39,214 |
Schedule of operating lease liabilities | The annual and total remaining operating lease payments and present value of operating lease liabilities for our operating leases that had remaining noncancelable lease terms in excess of one year as of September 30, 2022, were as follows: SVC Leases Other Total Years ended December 31: 2022 $ 67,213 $ 1,185 $ 68,398 2023 255,469 4,059 259,528 2024 251,295 2,961 254,256 2025 251,283 2,851 254,134 2026 251,278 2,495 253,773 Thereafter 1,538,649 7,249 1,545,898 Total operating lease payments 2,615,187 20,800 2,635,987 Less: present value discount (1) (937,224) (3,396) (940,620) Present value of operating lease liabilities $ 1,677,963 $ 17,404 $ 1,695,367 (1) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases. |
Schedule of finance lease liabilities | The annual and total remaining finance lease payments and present value of finance lease liabilities for our finance leases that had remaining noncancelable lease terms in excess of one year as of September 30, 2022, were as follows: SVC Lease Other Total Years ended December 31: 2022 $ 660 $ 1,065 $ 1,725 2023 2,656 4,262 6,918 2024 2,722 3,820 6,542 2025 2,790 3,227 6,017 2026 2,860 3,024 5,884 Thereafter 22,126 4,177 26,303 Total finance lease payments 33,814 19,575 53,389 Less: present value discount (1) (7,371) (1,916) (9,287) Present value of finance lease liabilities $ 26,443 $ 17,659 $ 44,102 (1) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory as of September 30, 2022 and December 31, 2021, consisted of the following: September 30, December 31, Nonfuel products $ 186,781 $ 146,313 Fuel products 55,825 45,530 Total inventory $ 242,606 $ 191,843 |
Business Description and Basi_4
Business Description and Basis of Presentation - General Information and Basis of Presentation (Details) $ in Thousands, $ in Thousands | 9 Months Ended | |||
Apr. 21, 2021 USD ($) state restaurant | Sep. 30, 2022 USD ($) store truck_service_facility state travel_center segment | Mar. 03, 2022 CAD ($) | Mar. 02, 2022 CAD ($) | |
Real Estate Properties [Line Items] | ||||
Number of sites | store | 284 | |||
Number of reportable segments | segment | 1 | |||
Disposed of by sale | ||||
Real Estate Properties [Line Items] | ||||
Aggregate sales price | $ | $ 589 | |||
Held-for-sale | WoodStock | ||||
Real Estate Properties [Line Items] | ||||
Aggregate sales price | $ 17,000 | $ 23,000 | $ 26,000 | |
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 | 238 | |||
Number of sites owned | 55 | |||
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 | 40 | |||
Number of sites owned by franchisees or leased from others | 40 | |||
Travel centers | TA, TA Express and Petro brands | ||||
Real Estate Properties [Line Items] | ||||
Number of sites | 278 | |||
Truck service facilities | TA Truck Service brand | ||||
Real Estate Properties [Line Items] | ||||
Number of sites | truck_service_facility | 5 | |||
Number of sites owned | truck_service_facility | 2 | |||
Number of sites leased | truck_service_facility | 3 | |||
Restaurants | Disposed of by sale | QSL brand | ||||
Real Estate Properties [Line Items] | ||||
Number of sites | restaurant | 41 | |||
Number of states | state | 11 | |||
Purchase price | $ | $ 5,000 |
Business Description and Basi_5
Business Description and Basis of Presentation - Senior Notes (Details) - Senior Notes | Sep. 30, 2022 USD ($) |
Level 2 input | |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 339,468,000 |
8.25% Senior Notes due 2028 | |
Debt Instrument [Line Items] | |
Aggregate principal amount issued | $ 110,000,000 |
Interest rate (as a percent) | 8.25% |
8.00% Senior Notes due 2029 | |
Debt Instrument [Line Items] | |
Aggregate principal amount issued | $ 120,000,000 |
Interest rate (as a percent) | 8% |
8.00% Senior Notes due 2030 | |
Debt Instrument [Line Items] | |
Aggregate principal amount issued | $ 100,000,000 |
Interest rate (as a percent) | 8% |
Revenues - Disaggregation of No
Revenues - Disaggregation of Nonfuel Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total nonfuel revenues | $ 2,811,079 | $ 1,939,946 | $ 8,187,199 | $ 5,303,322 |
Store and retail services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total nonfuel revenues | 204,010 | 197,842 | 583,974 | 564,054 |
Truck service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total nonfuel revenues | 227,428 | 200,192 | 634,022 | 565,520 |
Restaurant | ||||
Disaggregation of Revenue [Line Items] | ||||
Total nonfuel revenues | 87,486 | 79,850 | 248,450 | 233,657 |
Diesel exhaust fluid | ||||
Disaggregation of Revenue [Line Items] | ||||
Total nonfuel revenues | 46,017 | 33,179 | 138,939 | 97,556 |
Nonfuel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total nonfuel revenues | $ 564,941 | $ 511,063 | $ 1,605,385 | $ 1,460,787 |
Revenues - Changes in Contract
Revenues - Changes in Contract Liabilities Between Periods (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | $ 32,276 |
Increases due to unsatisfied performance obligations arising during the period | 98,645 |
Revenues recognized from satisfied performance obligations during the period | (111,764) |
Other | 13,620 |
Ending balance | 32,777 |
Customer Loyalty Programs | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | 26,120 |
Increases due to unsatisfied performance obligations arising during the period | 96,201 |
Revenues recognized from satisfied performance obligations during the period | (109,567) |
Other | 14,050 |
Ending balance | 26,804 |
Deferred Franchise Fees and Other | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | 6,156 |
Increases due to unsatisfied performance obligations arising during the period | 2,444 |
Revenues recognized from satisfied performance obligations during the period | (2,197) |
Other | (430) |
Ending balance | $ 5,973 |
Revenues - Contract Liabilities
Revenues - Contract Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Customer Loyalty Programs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 12 months |
Franchise Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 3 months |
Deferred initial and renewal franchisee fee revenue | $ 600 |
Franchise Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 1 year |
Deferred initial and renewal franchisee fee revenue | $ 600 |
Franchise Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 1 year |
Deferred initial and renewal franchisee fee revenue | $ 600 |
Franchise Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 1 year |
Deferred initial and renewal franchisee fee revenue | $ 600 |
Franchise Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for unsatisfied performance obligations to be satisfied | 1 year |
Deferred initial and renewal franchisee fee revenue | $ 600 |
Acquisition and Disposition A_3
Acquisition and Disposition Activity - Narrative (Details) $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 21, 2021 USD ($) state restaurant | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) store travel_center | Sep. 30, 2021 USD ($) | Mar. 03, 2022 CAD ($) | Mar. 02, 2022 CAD ($) | |
Business Acquisition [Line Items] | ||||||
Number of sites | store | 284 | |||||
Held-for-sale | WoodStock | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate sales price | $ 17,000 | $ 23,000 | $ 26,000 | |||
Inventory | 186 | |||||
Property and equipment | 1,651 | |||||
Other current liabilities | 589 | |||||
Expense for termination benefits | 375 | |||||
Environmental remediation expense | 630 | |||||
Disposed of by sale | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate sales price | 589 | |||||
Disposed of by sale | QSL brand | ||||||
Business Acquisition [Line Items] | ||||||
Additional impairment charge | $ 606 | |||||
Disposed of by sale | QSL brand | Restaurants | ||||||
Business Acquisition [Line Items] | ||||||
Number of sites | restaurant | 41 | |||||
Purchase price | $ 5,000 | |||||
Number of states | state | 11 | |||||
Disposed of by sale | QSL brand | Restaurants | Depreciation and amortization expense | ||||||
Business Acquisition [Line Items] | ||||||
Impairment charge | $ 650 | |||||
2022 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, aggregate cash consideration | $ 109,372 | |||||
Number of sites | travel_center | 2 | |||||
2022 Acquisitions | Franchise Rights | ||||||
Business Acquisition [Line Items] | ||||||
Contractual lives of the franchise agreements | 5 years 2 months 12 days |
Acquisition and Disposition A_4
Acquisition and Disposition Activity - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 34,832 | $ 22,213 |
2022 Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 146 | |
Inventory | 6,143 | |
Property and equipment | 86,317 | |
Goodwill | 12,619 | |
Intangible assets | 4,723 | |
Other current and non-current liabilities | (297) | |
Total assets acquired and liabilities assumed | $ 109,651 |
Stockholders' Equity - Net Loss
Stockholders' Equity - Net Loss Per Share of Common Stock Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to common stockholders | $ 36,975 | $ 22,200 | $ 117,259 | $ 45,737 |
Less: net income attributable to participating securities | 1,144 | 497 | 3,650 | 1,048 |
Net income available to common stockholders basic | 35,831 | 21,703 | 113,609 | 44,689 |
Net income available to common stockholders diluted | $ 35,831 | $ 21,703 | $ 113,609 | $ 44,689 |
Weighted average shares of common stock - Basic (in shares) | 14,396 | 14,254 | 14,383 | 14,239 |
Weighted average shares of common stock - Diluted (in shares) | 14,396 | 14,254 | 14,383 | 14,239 |
Basic net income per share of common stock attributable to common stockholders (in USD per share) | $ 2.49 | $ 1.52 | $ 7.90 | $ 3.14 |
Diluted net income per share of common stock attributable to common stockholders (in USD per share) | $ 2.49 | $ 1.52 | $ 7.90 | $ 3.14 |
Weighted average number of unvested shares of common stock outstanding (in shares) | 460 | 327 | 462 | 334 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 34,832 | $ 22,213 |
Increase in goodwill | $ 12,619 |
Leasing Transactions - As a Les
Leasing Transactions - As a Lessee (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) lease | Sep. 30, 2021 USD ($) | Dec. 31, 2021 | Mar. 09, 2021 lease | |
Related Party Transaction [Line Items] | ||||
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 | ||
Amount paid included in measurement of operating lease liabilities | $ | $ 212,038 | $ 208,905 | ||
Amount paid included in measurement of finance lease liabilities | $ | $ 3,360 | $ 1,721 | ||
Operating lease weighted average remaining lease term (in years) | 11 years | |||
Operating lease weighted average discount rate | 9.10% | |||
Finance lease weighted average remaining lease term (in years) | 9 years | |||
Financing lease weighted average discount rate | 4.30% | |||
SVC | SVC Leases | Principal landlord and second largest stockholder | ||||
Related Party Transaction [Line Items] | ||||
Number of leases | lease | 5 | 1 | ||
Lessee, finance lease, number of contracts | lease | 1 |
Leasing Transactions - Leasing
Leasing Transactions - Leasing Agreements with SVC (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 USD ($) travel_center lease renewal_option | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) travel_center lease renewal_option | Sep. 30, 2021 USD ($) | Mar. 09, 2021 travel_center | Mar. 09, 2021 lease | Mar. 09, 2021 property | |
Related Party Transaction [Line Items] | ||||||||
Real estate rent expense | $ 64,954,000 | $ 63,898,000 | $ 194,753,000 | $ 191,378,000 | ||||
Total operating lease payments | 2,635,987,000 | 2,635,987,000 | ||||||
SVC Leases | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total operating lease payments | 2,615,187,000 | 2,615,187,000 | ||||||
SVC | SVC Leases | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total operating lease payments | $ 26,898,000 | $ 26,898,000 | ||||||
SVC | Principal landlord and second largest stockholder | SVC Leases | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of sites leased | 179 | 179 | 179 | 1 | ||||
Number of leases | lease | 5 | 5 | 1 | |||||
Number of renewal options | renewal_option | 2 | 2 | ||||||
Renewal term (in years) | 15 years | 15 years | ||||||
Increase in other noncurrent assets | $ 28,201,000 | |||||||
Increase in other current liabilities | 1,158,000 | |||||||
Increase in other noncurrent liabilities | $ 27,046,000 | |||||||
Real estate rent expense | $ 64,056,000 | 61,283,000 | $ 192,262,000 | 183,343,000 | ||||
Rent payable | 2,692,000 | 1,850,000 | 8,029,000 | 4,827,000 | ||||
Deferred rent obligation installment payments | 4,404,000 | 4,404,000 | 13,211,000 | 13,211,000 | ||||
Total operating lease payments | 243,914,000 | 243,914,000 | ||||||
Deferred rent obligation | 8,807,000 | 8,807,000 | ||||||
Aggregate selling price of improvements sold | 0 | 0 | 0 | 0 | ||||
Sublease income | $ 509,000 | $ 502,000 | $ 1,413,000 | $ 1,505,000 |
Leasing Transactions - Schedule
Leasing Transactions - Schedule of Lease Costs as a Lessee (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Real estate rent expense | $ 64,954 | $ 63,898 | $ 194,753 | $ 191,378 |
Net lease costs | 66,888 | 65,875 | 201,784 | 196,411 |
Real estate rent expense | ||||
Lessee, Lease, Description [Line Items] | ||||
Net lease costs | 64,954 | 63,898 | 194,753 | 191,378 |
Real estate rent expense | SVC Leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Real estate rent expense | 60,886 | 58,951 | 182,814 | 177,040 |
Variable lease costs | 3,169 | 2,332 | 9,448 | 6,303 |
Real estate rent expense | Other | ||||
Lessee, Lease, Description [Line Items] | ||||
Real estate rent expense | 684 | 2,447 | 1,865 | 7,529 |
Variable lease costs | 215 | 168 | 626 | 506 |
Site level operating expense and selling, general and administrative expense | ||||
Lessee, Lease, Description [Line Items] | ||||
Short-term lease costs | 101 | 171 | 313 | 513 |
Site level operating expense and selling, general and administrative expense | Equipment and other | ||||
Lessee, Lease, Description [Line Items] | ||||
Real estate rent expense | 324 | 710 | 2,259 | 2,332 |
Site level operating expense | Equipment and other | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease costs | 75 | 53 | 306 | 152 |
Depreciation and amortization expense | SVC Leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Amortization of finance lease assets | 553 | 553 | 1,659 | 1,290 |
Depreciation and amortization expense | Other | ||||
Lessee, Lease, Description [Line Items] | ||||
Amortization of finance lease assets | 922 | 553 | 2,510 | 1,212 |
Interest expense, net | SVC Leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Interest on finance lease liabilities | 291 | 305 | 883 | 716 |
Interest expense, net | Other | ||||
Lessee, Lease, Description [Line Items] | ||||
Interest on finance lease liabilities | 177 | 134 | 514 | 323 |
Nonfuel revenues | ||||
Lessee, Lease, Description [Line Items] | ||||
Sublease income | $ (509) | $ (502) | $ (1,413) | $ (1,505) |
Leasing Transactions - Schedu_2
Leasing Transactions - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 1,600,551 | $ 1,659,526 |
Current operating lease liabilities | 116,303 | 118,005 |
Noncurrent operating lease liabilities | 1,579,064 | 1,655,359 |
SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 1,583,634 | 1,649,142 |
Current operating lease liabilities | 112,447 | 114,372 |
Noncurrent operating lease liabilities | 1,565,516 | 1,648,112 |
Other | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 16,917 | 10,384 |
Current operating lease liabilities | 3,856 | 3,633 |
Noncurrent operating lease liabilities | $ 13,548 | $ 7,247 |
Leasing Transactions - Schedu_3
Leasing Transactions - Schedule of Finance Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Finance lease assets | $ 41,992 | $ 42,323 |
Current financing lease liabilities | 5,147 | 4,331 |
Noncurrent financing lease liabilities | 38,955 | 39,214 |
SVC Leases | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease assets | 24,883 | 26,542 |
Current financing lease liabilities | 1,519 | 1,517 |
Noncurrent financing lease liabilities | 24,924 | 25,974 |
Other | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease assets | 17,109 | 15,781 |
Current financing lease liabilities | 3,628 | 2,814 |
Noncurrent financing lease liabilities | $ 14,031 | $ 13,240 |
Leasing Transactions - Schedu_4
Leasing Transactions - Schedule of Operating Leases Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
2022 | $ 68,398 |
2023 | 259,528 |
2024 | 254,256 |
2025 | 254,134 |
2026 | 253,773 |
Thereafter | 1,545,898 |
Total operating lease payments | 2,635,987 |
Less: present value discount | (940,620) |
Present value of operating lease liabilities | 1,695,367 |
SVC Leases | |
Lessee, Lease, Description [Line Items] | |
2022 | 67,213 |
2023 | 255,469 |
2024 | 251,295 |
2025 | 251,283 |
2026 | 251,278 |
Thereafter | 1,538,649 |
Total operating lease payments | 2,615,187 |
Less: present value discount | (937,224) |
Present value of operating lease liabilities | 1,677,963 |
Other | |
Lessee, Lease, Description [Line Items] | |
2022 | 1,185 |
2023 | 4,059 |
2024 | 2,961 |
2025 | 2,851 |
2026 | 2,495 |
Thereafter | 7,249 |
Total operating lease payments | 20,800 |
Less: present value discount | (3,396) |
Present value of operating lease liabilities | $ 17,404 |
Leasing Transactions - Schedu_5
Leasing Transactions - Schedule of Financing Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
2022 | $ 1,725 |
2023 | 6,918 |
2024 | 6,542 |
2025 | 6,017 |
2026 | 5,884 |
Thereafter | 26,303 |
Total finance lease payments | 53,389 |
Less: present value discount | (9,287) |
Present value of finance lease liabilities | 44,102 |
SVC Leases | |
Lessee, Lease, Description [Line Items] | |
2022 | 660 |
2023 | 2,656 |
2024 | 2,722 |
2025 | 2,790 |
2026 | 2,860 |
Thereafter | 22,126 |
Total finance lease payments | 33,814 |
Less: present value discount | (7,371) |
Present value of finance lease liabilities | 26,443 |
Other | |
Lessee, Lease, Description [Line Items] | |
2022 | 1,065 |
2023 | 4,262 |
2024 | 3,820 |
2025 | 3,227 |
2026 | 3,024 |
Thereafter | 4,177 |
Total finance lease payments | 19,575 |
Less: present value discount | (1,916) |
Present value of finance lease liabilities | $ 17,659 |
Leasing Transactions - As a L_2
Leasing Transactions - As a Lessor (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) travel_center | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) travel_center | Sep. 30, 2021 USD ($) | Jun. 30, 2022 travel_center | |
Lessor, Lease, Description [Line Items] | |||||
Rent revenue | $ | $ 0 | $ 595 | $ 1,190 | $ 1,763 | |
Travel centers | Franchised units | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of sites leased | travel_center | 2 | 2 | 2 |
Business Management Agreement_2
Business Management Agreement with RMR (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
RMR Group LLC | Selling, general and administrative expense | Business management agreement | Affiliated entity | ||||
Related Party Transaction [Line Items] | ||||
Business management fees and internal audit costs | $ 4,427 | $ 3,822 | $ 12,315 | $ 10,418 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - RMR Group LLC - Affiliated entity | Sep. 30, 2022 director |
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 | 1 |
Percentage of outstanding shares of common stock owned | 4.50% |
Related Party Transactions - Re
Related Party Transactions - Relationship with SVC (Details) - SVC - Principal landlord and second largest stockholder | Sep. 30, 2022 travel_center | Mar. 09, 2021 travel_center | Mar. 09, 2021 property |
Related Party Transaction [Line Items] | |||
Percentage of outstanding shares of common stock owned | 8% | ||
SVC Leases | |||
Related Party Transaction [Line Items] | |||
Number of sites leased | 179 | 179 | 1 |
Related Party Transactions - Sa
Related Party Transactions - Sale of Property (Details) - ILTP - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
May 31, 2021 | Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Current liability accrued for environmental matters | $ 2,835,000 |
Noncurrent liability accrued for environmental matters | 1,209,000 |
Expected recoveries of future expenditures | 768,000 |
Net recorded liability | 3,276,000 |
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 |
Disposed of by sale | |
Loss Contingencies [Line Items] | |
Aggregate sales price | $ 589,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total inventory | $ 242,606 | $ 191,843 |
Nonfuel products | ||
Inventory [Line Items] | ||
Total inventory | 186,781 | 146,313 |
Fuel products | ||
Inventory [Line Items] | ||
Total inventory | $ 55,825 | $ 45,530 |
Equity Investments (Details)
Equity Investments (Details) - QuikQ - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership (percent) | 50% | 50% | |
Loss on reduced ownership of equity method investment | $ 1,826 |