TravelCenters of America Inc. /MD/0001378453FALSE--12-312022Q331111http://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrent00013784532022-01-012022-09-300001378453us-gaap:CommonStockMember2022-01-012022-09-300001378453ta:SeniorNotes8.25PercentDue2028Member2022-01-012022-09-300001378453ta:SeniorNotes8.00PercentDue2029Member2022-01-012022-09-300001378453ta:SeniorNotes8.00PercentDue2030Member2022-01-012022-09-3000013784532022-11-01xbrli:shares00013784532022-09-30iso4217:USD00013784532021-12-31iso4217:USDxbrli:shares0001378453ta:FuelProductsMember2022-07-012022-09-300001378453ta:FuelProductsMember2021-07-012021-09-300001378453ta:FuelProductsMember2022-01-012022-09-300001378453ta:FuelProductsMember2021-01-012021-09-300001378453ta:NonfuelProductsMember2022-07-012022-09-300001378453ta:NonfuelProductsMember2021-07-012021-09-300001378453ta:NonfuelProductsMember2022-01-012022-09-300001378453ta:NonfuelProductsMember2021-01-012021-09-300001378453ta:RentAndRoyaltiesFromFranchiseesMember2022-07-012022-09-300001378453ta:RentAndRoyaltiesFromFranchiseesMember2021-07-012021-09-300001378453ta:RentAndRoyaltiesFromFranchiseesMember2022-01-012022-09-300001378453ta:RentAndRoyaltiesFromFranchiseesMember2021-01-012021-09-3000013784532022-07-012022-09-3000013784532021-07-012021-09-3000013784532021-01-012021-09-3000013784532020-12-3100013784532021-09-300001378453us-gaap:CommonStockMember2022-06-300001378453us-gaap:AdditionalPaidInCapitalMember2022-06-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300001378453us-gaap:RetainedEarningsMember2022-06-300001378453us-gaap:ParentMember2022-06-300001378453us-gaap:NoncontrollingInterestMember2022-06-3000013784532022-06-300001378453us-gaap:CommonStockMember2022-07-012022-09-300001378453us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300001378453us-gaap:ParentMember2022-07-012022-09-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300001378453us-gaap:RetainedEarningsMember2022-07-012022-09-300001378453us-gaap:NoncontrollingInterestMember2022-07-012022-09-300001378453us-gaap:CommonStockMember2022-09-300001378453us-gaap:AdditionalPaidInCapitalMember2022-09-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300001378453us-gaap:RetainedEarningsMember2022-09-300001378453us-gaap:ParentMember2022-09-300001378453us-gaap:NoncontrollingInterestMember2022-09-300001378453us-gaap:CommonStockMember2021-06-300001378453us-gaap:AdditionalPaidInCapitalMember2021-06-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300001378453us-gaap:RetainedEarningsMember2021-06-300001378453us-gaap:ParentMember2021-06-300001378453us-gaap:NoncontrollingInterestMember2021-06-3000013784532021-06-300001378453us-gaap:CommonStockMember2021-07-012021-09-300001378453us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001378453us-gaap:ParentMember2021-07-012021-09-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-07-012021-09-300001378453us-gaap:RetainedEarningsMember2021-07-012021-09-300001378453us-gaap:CommonStockMember2021-09-300001378453us-gaap:AdditionalPaidInCapitalMember2021-09-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-300001378453us-gaap:RetainedEarningsMember2021-09-300001378453us-gaap:ParentMember2021-09-300001378453us-gaap:NoncontrollingInterestMember2021-09-300001378453us-gaap:CommonStockMember2021-12-310001378453us-gaap:AdditionalPaidInCapitalMember2021-12-310001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001378453us-gaap:RetainedEarningsMember2021-12-310001378453us-gaap:ParentMember2021-12-310001378453us-gaap:NoncontrollingInterestMember2021-12-310001378453us-gaap:CommonStockMember2022-01-012022-09-300001378453us-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300001378453us-gaap:ParentMember2022-01-012022-09-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-300001378453us-gaap:RetainedEarningsMember2022-01-012022-09-300001378453us-gaap:CommonStockMember2020-12-310001378453us-gaap:AdditionalPaidInCapitalMember2020-12-310001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001378453us-gaap:RetainedEarningsMember2020-12-310001378453us-gaap:ParentMember2020-12-310001378453us-gaap:NoncontrollingInterestMember2020-12-310001378453us-gaap:CommonStockMember2021-01-012021-09-300001378453us-gaap:AdditionalPaidInCapitalMember2021-01-012021-09-300001378453us-gaap:ParentMember2021-01-012021-09-300001378453us-gaap:NoncontrollingInterestMember2021-01-012021-09-300001378453us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-09-300001378453us-gaap:RetainedEarningsMember2021-01-012021-09-30ta:store0001378453ta:TravelCentersMemberta:TATAExpressAndPetroBrandNamesMember2022-09-30ta:travel_center0001378453ta:TravelCentersMember2022-09-30ta:state0001378453ta:TravelCentersMemberus-gaap:EntityOperatedUnitsMember2022-09-300001378453ta:TravelCentersMemberta:FranchiseOperatedUnitsMember2022-09-300001378453ta:TATruckServiceBrandNameMemberta:TruckServiceFacilitiesMember2022-09-30ta:truck_service_facility0001378453ta:RestaurantsMemberta:QSLBrandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-04-212021-04-21ta:segment0001378453us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberta:WoodStockMember2022-03-02iso4217:CAD0001378453us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberta:WoodStockMember2022-03-030001378453us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberta:WoodStockMember2022-09-300001378453ta:SeniorNotes8.25PercentDue2028Memberus-gaap:SeniorNotesMember2022-09-30xbrli:pure0001378453ta:SeniorNotes8.00PercentDue2029Memberus-gaap:SeniorNotesMember2022-09-300001378453us-gaap:SeniorNotesMemberta:SeniorNotes8.00PercentDue2030Member2022-09-300001378453us-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2022-09-300001378453ta:StoreandRetailServicesRevenuesMember2022-07-012022-09-300001378453ta:StoreandRetailServicesRevenuesMember2021-07-012021-09-300001378453ta:StoreandRetailServicesRevenuesMember2022-01-012022-09-300001378453ta:StoreandRetailServicesRevenuesMember2021-01-012021-09-300001378453ta:TruckServiceRevenuesMember2022-07-012022-09-300001378453ta:TruckServiceRevenuesMember2021-07-012021-09-300001378453ta:TruckServiceRevenuesMember2022-01-012022-09-300001378453ta:TruckServiceRevenuesMember2021-01-012021-09-300001378453ta:RestaurantsRevenuesMember2022-07-012022-09-300001378453ta:RestaurantsRevenuesMember2021-07-012021-09-300001378453ta:RestaurantsRevenuesMember2022-01-012022-09-300001378453ta:RestaurantsRevenuesMember2021-01-012021-09-300001378453ta:DieselExhaustFluidRevenuesMember2022-07-012022-09-300001378453ta:DieselExhaustFluidRevenuesMember2021-07-012021-09-300001378453ta:DieselExhaustFluidRevenuesMember2022-01-012022-09-300001378453ta:DieselExhaustFluidRevenuesMember2021-01-012021-09-300001378453ta:LoyaltyProgramMember2021-12-310001378453ta:OtherContractLiabilitiesMember2021-12-310001378453ta:LoyaltyProgramMember2022-01-012022-09-300001378453ta:OtherContractLiabilitiesMember2022-01-012022-09-300001378453ta:LoyaltyProgramMember2022-09-300001378453ta:OtherContractLiabilitiesMember2022-09-300001378453ta:LoyaltyProgramMember2022-10-012022-09-3000013784532023-01-01ta:FranchiseFeeMember2022-09-3000013784532026-01-01ta:FranchiseFeeMember2022-09-300001378453ta:FranchiseFeeMember2024-01-012022-09-300001378453ta:FranchiseFeeMember2025-01-012022-09-300001378453ta:FranchiseFeeMember2022-10-012022-09-300001378453ta:TwoThousandTwentyTwoAcquisitionsMember2022-01-012022-09-300001378453ta:TwoThousandTwentyTwoAcquisitionsMember2022-09-300001378453ta:TwoThousandTwentyTwoAcquisitionsMemberus-gaap:FranchiseRightsMember2022-01-012022-09-300001378453us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberta:WoodStockMember2022-01-012022-09-300001378453ta:RestaurantsMemberta:QSLBrandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-04-21ta:restaurant0001378453ta:QSLBrandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-01-012021-09-300001378453ta:RestaurantsMemberta:QSLBrandMemberta:DepreciationAndAmortizationExpenseMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-01-012021-03-310001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2022-09-30ta:lease0001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2022-01-012022-09-30ta:renewal_option0001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2021-03-09ta:property0001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2021-01-012021-03-310001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2022-07-012022-09-300001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2021-07-012021-09-300001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMemberta:SVCLeasesMember2021-01-012021-09-300001378453ta:ServicePropertiesTrustMemberta:SVCLeasesMember2022-09-300001378453ta:RealEstateRentExpenseMemberta:SVCLeasesMember2022-07-012022-09-300001378453ta:RealEstateRentExpenseMemberta:SVCLeasesMember2021-07-012021-09-300001378453ta:OtherLeasesMemberta:RealEstateRentExpenseMember2022-07-012022-09-300001378453ta:OtherLeasesMemberta:RealEstateRentExpenseMember2021-07-012021-09-300001378453ta:RealEstateRentExpenseMember2022-07-012022-09-300001378453ta:RealEstateRentExpenseMember2021-07-012021-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2022-07-012022-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2021-07-012021-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseMember2022-07-012022-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseMember2021-07-012021-09-300001378453ta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2022-07-012022-09-300001378453ta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2021-07-012021-09-300001378453ta:SVCLeasesMemberta:DepreciationAndAmortizationExpenseMember2022-07-012022-09-300001378453ta:SVCLeasesMemberta:DepreciationAndAmortizationExpenseMember2021-07-012021-09-300001378453ta:OtherLeasesMemberta:DepreciationAndAmortizationExpenseMember2022-07-012022-09-300001378453ta:OtherLeasesMemberta:DepreciationAndAmortizationExpenseMember2021-07-012021-09-300001378453us-gaap:InterestExpenseMemberta:SVCLeasesMember2022-07-012022-09-300001378453us-gaap:InterestExpenseMemberta:SVCLeasesMember2021-07-012021-09-300001378453us-gaap:InterestExpenseMemberta:OtherLeasesMember2022-07-012022-09-300001378453us-gaap:InterestExpenseMemberta:OtherLeasesMember2021-07-012021-09-300001378453ta:NonfuelRevenuesMember2022-07-012022-09-300001378453ta:NonfuelRevenuesMember2021-07-012021-09-300001378453ta:RealEstateRentExpenseMemberta:SVCLeasesMember2022-01-012022-09-300001378453ta:RealEstateRentExpenseMemberta:SVCLeasesMember2021-01-012021-09-300001378453ta:OtherLeasesMemberta:RealEstateRentExpenseMember2022-01-012022-09-300001378453ta:OtherLeasesMemberta:RealEstateRentExpenseMember2021-01-012021-09-300001378453ta:RealEstateRentExpenseMember2022-01-012022-09-300001378453ta:RealEstateRentExpenseMember2021-01-012021-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2022-01-012022-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2021-01-012021-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseMember2022-01-012022-09-300001378453ta:EquipmentAndOtherLeasesMemberta:SiteLevelOperatingExpenseMember2021-01-012021-09-300001378453ta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2022-01-012022-09-300001378453ta:SiteLevelOperatingExpenseAndSellingGeneralAndAdministrativeExpenseMember2021-01-012021-09-300001378453ta:SVCLeasesMemberta:DepreciationAndAmortizationExpenseMember2022-01-012022-09-300001378453ta:SVCLeasesMemberta:DepreciationAndAmortizationExpenseMember2021-01-012021-09-300001378453ta:OtherLeasesMemberta:DepreciationAndAmortizationExpenseMember2022-01-012022-09-300001378453ta:OtherLeasesMemberta:DepreciationAndAmortizationExpenseMember2021-01-012021-09-300001378453us-gaap:InterestExpenseMemberta:SVCLeasesMember2022-01-012022-09-300001378453us-gaap:InterestExpenseMemberta:SVCLeasesMember2021-01-012021-09-300001378453us-gaap:InterestExpenseMemberta:OtherLeasesMember2022-01-012022-09-300001378453us-gaap:InterestExpenseMemberta:OtherLeasesMember2021-01-012021-09-300001378453ta:NonfuelRevenuesMember2022-01-012022-09-300001378453ta:NonfuelRevenuesMember2021-01-012021-09-300001378453ta:SVCLeasesMember2022-09-300001378453ta:SVCLeasesMember2021-12-310001378453ta:OtherLeasesMember2022-09-300001378453ta:OtherLeasesMember2021-12-310001378453us-gaap:FranchisedUnitsMemberta:TravelCentersMember2022-06-300001378453us-gaap:FranchisedUnitsMemberta:TravelCentersMember2022-09-300001378453ta:RMRGroupLLCMemberus-gaap:SellingGeneralAndAdministrativeExpensesMemberta:RMRBusinessManagementAgreementMembersrt:AffiliatedEntityMember2022-07-012022-09-300001378453ta:RMRGroupLLCMemberus-gaap:SellingGeneralAndAdministrativeExpensesMemberta:RMRBusinessManagementAgreementMembersrt:AffiliatedEntityMember2021-07-012021-09-300001378453ta:RMRGroupLLCMemberus-gaap:SellingGeneralAndAdministrativeExpensesMemberta:RMRBusinessManagementAgreementMembersrt:AffiliatedEntityMember2022-01-012022-09-300001378453ta:RMRGroupLLCMemberus-gaap:SellingGeneralAndAdministrativeExpensesMemberta:RMRBusinessManagementAgreementMembersrt:AffiliatedEntityMember2021-01-012021-09-300001378453ta:RMRGroupLLCMembersrt:AffiliatedEntityMember2022-09-30ta:director0001378453ta:ServicePropertiesTrustMemberta:PrincipalLandlordAndSecondLargestStockholderMember2022-09-300001378453ta:ILTPMember2021-05-012021-05-310001378453ta:ILTPMemberta:OtherOperatingExpenseIncomeMember2021-01-012021-09-300001378453us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-09-300001378453us-gaap:EnvironmentalIssueMember2022-01-012022-09-300001378453ta:NonfuelProductsMember2022-09-300001378453ta:NonfuelProductsMember2021-12-310001378453ta:FuelProductsMember2022-09-300001378453ta:FuelProductsMember2021-12-310001378453ta:QuikQMember2021-04-290001378453ta:QuikQMember2021-04-300001378453ta:QuikQMember2021-01-012021-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2022
 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-33274
TravelCenters of America Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland20-5701514
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
24601 Center Ridge Road, Westlake, OH 44145-5639
(Address and Zip Code of Principal Executive Offices)
(440) 808-9100
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolsName of Each Exchange on Which Registered
Shares of Common Stock, $0.001 Par Value Per ShareTAThe Nasdaq Stock Market LLC
8.25% Senior Notes due 2028TANNIThe Nasdaq Stock Market LLC
8.00% Senior Notes due 2029TANNLThe Nasdaq Stock Market LLC
8.00% Senior Notes due 2030TANNZThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒
Number of the registrant’s shares of common stock outstanding as of November 1, 2022: 14,853,593.


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



Part I.  Financial Information

Item 1.  Financial Statements

TravelCenters of America Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except par value amount)
September 30,
2022
December 31,
2021
Assets:  
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 
Inventory242,606 191,843 
Other current assets35,623 37,947 
Total current assets964,950 877,184 
Property and equipment, net982,319 831,427 
Operating lease assets1,600,551 1,659,526 
Goodwill34,832 22,213 
Intangible assets, net14,871 10,934 
Other noncurrent assets85,695 107,217 
Total assets$3,683,218 $3,508,501 
Liabilities and Stockholders’ Equity:
  
Current liabilities:  
Accounts payable$284,668 $206,420 
Current operating lease liabilities116,303 118,005 
Other current liabilities239,486 194,853 
Total current liabilities640,457 519,278 
Long term debt, net524,355 524,781 
Noncurrent operating lease liabilities1,579,064 1,655,359 
Other noncurrent liabilities114,759 106,230 
Total liabilities2,858,635 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 capital789,855 785,597 
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 
The accompanying notes are an integral part of these consolidated financial statements.
1



TravelCenters of America Inc.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(in thousands, except per share amounts)

Three Months Ended
September 30,
Nine Months Ended
September 30,
 2022202120222021
Revenues:  
Fuel$2,242,821 $1,424,997 $6,570,691 $3,830,886 
Nonfuel564,941 511,063 1,605,385 1,460,787 
Rent and royalties from franchisees3,317 3,886 11,123 11,649 
Total revenues2,811,079 1,939,946 8,187,199 5,303,322 
Cost of goods sold (excluding depreciation):  
Fuel2,110,419 1,318,987 6,168,740 3,547,154 
Nonfuel225,381 206,265 638,749 577,195 
Total cost of goods sold2,335,800 1,525,252 6,807,489 4,124,349 
Site level operating expense276,717 246,871 788,864 708,097 
Selling, general and administrative expense46,497 39,563 134,206 112,083 
Real estate rent expense64,954 63,898 194,753 191,378 
Depreciation and amortization expense29,267 24,276 80,260 72,244 
Other operating expense (income), net692 230 (1,795)(642)
Income from operations57,152 39,856 183,422 95,813 
Interest expense, net9,800 11,843 32,503 34,966 
Other (income) expense, net(1,358)(1,034)(3,212)1,667 
Income before income taxes48,710 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— — — (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 and diluted$2.49 $1.52 $7.90 $3.14 
The accompanying notes are an integral part of these consolidated financial statements.
2



TravelCenters of America Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

Nine Months Ended
September 30,
 20222021
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 expense80,260 72,244 
Deferred income taxes32,568 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 assets4,216 8,700 
Accounts payable and other liabilities123,463 108,369 
Other, net(4,652)3,459 
Net cash provided by operating activities179,974 181,286 
Cash flows from investing activities:  
Capital expenditures(135,602)(46,782)
Acquisitions of travel centers and other sites, net of cash acquired(109,506)— 
Proceeds from the sale of assets722 8,803 
Investment in equity investees(1,000)(1,350)
Other, net2,152 148 
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— (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 cash132 64 
Net (decrease) increase in cash and cash equivalents(68,660)137,952 
Cash and cash equivalents at the beginning of the period536,002 483,151 
Cash and cash equivalents at the end of the period$467,342 $621,103 
Supplemental disclosure of cash flow information:  
Lease modification (operating to finance lease)$— $28,201 
Interest paid, net of capitalized interest33,855 33,069 
Income taxes paid, net3,532 74 
The accompanying notes are an integral part of these consolidated financial statements.
3



TravelCenters of America Inc.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
 Number of
Shares of
Common Stock
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total TA
Stockholders’
Equity
Noncontrolling
Interest
Total
Stockholders’
Equity
June 30, 202214,856 $14 $788,710 $(158)$(2,276)$786,290 $— $786,290 
Grants under share award plan and
   stock based compensation, net
(2)— 1,145 — — 1,145 — 1,145 
Other comprehensive income,
   net of taxes
— — — 173 — 173 — 173 
Net income — — — — 36,975 36,975 — 36,975 
September 30, 202214,854 $14 $789,855 $15 $34,699 $824,583 $— $824,583 
June 30, 202114,581 $14 $783,137 $(222)$(117,547)$665,382 $— $665,382 
Grants under share award plan and
   stock based compensation, net
(2)— 641 — — 641 — 641 
Other comprehensive loss,
   net of taxes
— — — 28 — 28 — 28 
Net income— — — — 22,200 22,200 — 22,200 
September 30, 202114,579 $14 $783,778 $(194)$(95,347)$688,251 $— $688,251 
The accompanying notes are an integral part of these consolidated financial statements.

4



TravelCenters of America Inc.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
 Number of
Shares of
Common Stock
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total TA
Stockholders’
Equity
Noncontrolling
Interest
Total
Stockholders’
Equity
December 31, 202114,839 $14 $785,597 $(198)$(82,560)$702,853 $— $702,853 
Grants under share award plan and
   stock based compensation, net
15 — 4,258 — — 4,258 — 4,258 
Other comprehensive income,
   net of taxes
— — — 213 — 213 — 213 
Net income — — — — 117,259 117,259 — 117,259 
September 30, 202214,854 14 789,855 15 34,699 824,583 — 824,583 
December 31, 202014,574 $14 $781,841 $(205)$(141,084)$640,566 $413 $640,979 
Grants under share award plan and
   stock based compensation, net
— 2,537 — — 2,537 — 2,537 
Distribution to
   noncontrolling interest
— — — — — — (80)(80)
Other changes— — (600)— — (600)— (600)
Other comprehensive loss,
   net of taxes
— — — 11 — 11 — 11 
Net income— — — — 45,737 45,737 (333)45,404 
September 30, 202114,579 14 783,778 (194)(95,347)688,251 — 688,251 
The accompanying notes are an integral part of these consolidated financial statements.
5


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)

1.Business Description and Basis of Presentation
TravelCenters of America Inc. is a Maryland corporation. As of 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.
6


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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.
StandardDescriptionEffective Date Effect on the Consolidated Financial Statements
Recently Adopted Standards
ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government AssistanceThis 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, 2022This 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) ScopeThis 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, 2023We 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 ReportingThis 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, 2023We are currently assessing whether this update will have a material impact on our consolidated financial statements.

2. Revenues
We recognize revenues based on the consideration specified in the contract with the customer, 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:
7


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Nonfuel revenues:
Store and retail services$204,010 $197,842 $583,974 $564,054 
Truck service227,428 200,192 634,022 565,520 
Restaurant87,486 79,850 248,450 233,657 
Diesel exhaust fluid46,017 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
Loyalty
Programs
Deferred Franchise Fees and OtherTotal
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)
Other14,050 (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.

3.    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.

8


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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 
Inventory6,143 
Property and equipment 86,317 
Goodwill12,619 
Intangible assets4,723 
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.
9


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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.

4.    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
September 30,
Nine Months Ended
September 30,
 2022202120222021
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.

5.    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.
10


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
The increase in goodwill of $12,619 primarily relates to provisional goodwill recorded as a result of acquisitions completed in 2022 and relates to our single travel centers reporting unit. See Note 3 of this Quarterly Report for more information about these acquisitions.

6.    Leasing Transactions
As a Lessee
We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our 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, with the corresponding current and noncurrent finance lease liabilities included in other current liabilities and other noncurrent liabilities, respectively, in our consolidated balance sheets.
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.
11


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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
Statements of Operations
and Comprehensive Income
Three Months Ended
September 30,
20222021
Operating lease costs: SVC LeasesReal estate rent expense$60,886 $58,951 
Operating lease costs: otherReal estate rent expense684 2,447 
Variable lease costs: SVC LeasesReal estate rent expense3,169 2,332 
Variable lease costs: otherReal estate rent expense215 168 
Total real estate rent expense64,954 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:
   SVC Leases
Depreciation and amortization expense553 553 
Amortization of finance lease assets: otherDepreciation and amortization expense922 553 
Interest on finance lease liabilities:
   SVC Leases
Interest expense, net291 305 
Interest on finance lease liabilities: otherInterest expense, net177 134 
Sublease incomeNonfuel revenues(509)(502)
Net lease costs$66,888 $65,875 

12


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
Classification in our Consolidated
Statements of Operations
and Comprehensive Income
Nine Months Ended
September 30,
20222021
Operating lease costs: SVC LeasesReal estate rent expense$182,814 $177,040 
Operating lease costs: otherReal estate rent expense1,865 7,529 
Variable lease costs: SVC LeasesReal estate rent expense9,448 6,303 
Variable lease costs: otherReal estate rent expense626 506 
Total real estate rent expense194,753 191,378 
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:
   SVC Leases
Depreciation and amortization expense1,659 1,290 
Amortization of finance lease assets: otherDepreciation and amortization expense2,510 1,212 
Interest on finance lease liabilities:
   SVC Leases
Interest expense, net883 716 
Interest on finance lease liabilities: otherInterest expense, net514 323 
Sublease incomeNonfuel 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,
2022
December 31,
2021
Operating lease assets:
SVC Leases$1,583,634 $1,649,142 
Other16,917 10,384 
Total operating lease assets$1,600,551 $1,659,526 
Current operating lease liabilities:
SVC Leases$112,447 $114,372 
Other3,856 3,633 
Total current operating lease liabilities$116,303 $118,005 
Noncurrent operating lease liabilities:
SVC Leases$1,565,516 $1,648,112 
Other13,548 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.
13


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
As of September 30, 2022 and December 31, 2021, our finance lease assets and liabilities consisted of the following:
September 30,
2022
December 31,
2021
Finance lease assets:
SVC Leases$24,883 $26,542 
Other17,109 15,781 
Total finance lease assets$41,992 $42,323 
Current finance lease liabilities:
SVC Leases$1,519 $1,517 
Other3,628 2,814 
Total current finance lease liabilities$5,147 $4,331 
Noncurrent finance lease liabilities:
SVC Leases$24,924 $25,974 
Other14,031 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
OtherTotal
Years ended December 31:
2022$67,213 $1,185 $68,398 
2023255,469 4,059 259,528 
2024251,295 2,961 254,256 
2025251,283 2,851 254,134 
2026251,278 2,495 253,773 
Thereafter1,538,649 7,249 1,545,898 
Total operating lease payments2,615,187 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%.
14


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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 LeaseOtherTotal
Years ended December 31:
2022$660$1,065$1,725
20232,6564,2626,918
20242,7223,8206,542
20252,7903,2276,017
20262,8603,0245,884
Thereafter22,1264,17726,303
Total finance lease payments33,81419,57553,389
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.

7.    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 of $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.

8.    Related Party Transactions
We have relationships and historical and continuing transactions with SVC, RMR and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have directors, trustees or officers who are also our Directors or officers. RMR is a majority owned subsidiary of The RMR Group Inc. The Chair of our Board of Directors and one of our Managing Directors, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of The RMR Group Inc., the chair of the board of directors, a managing director, the president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR. Jonathan M. Pertchik, our other Managing Director and Chief Executive Officer, also serves as an officer and employee of RMR. Certain of our other officers and SVC’s officers also serve as officers and employees of RMR. Some of our Independent Directors also serve as independent trustees or independent directors of other public companies to which RMR or its
15


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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.

9.    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.
16


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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.

10.    Inventory
Inventory as of September 30, 2022 and December 31, 2021, consisted of the following:
September 30,
2022
December 31,
2021
Nonfuel products$186,781 $146,313 
Fuel products55,825 45,530 
Total inventory$242,606 $191,843 


11. Equity Investments

QuikQ, an independent full service fuel payment solutions provider, is a joint venture between us and Love’s Travel Stops & Country Stores, Inc. On April 30, 2021, we reduced our ownership in Epona, LLC, owner of QuikQ LLC, an independent
17


TravelCenters of America Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars and shares in thousands, except per share amounts)
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.

18

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, or this Quarterly Report, and with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or our Annual Report. Unless indicated otherwise, amounts are in thousands of dollars, gallons and shares of common stock, as applicable, unless indicated otherwise.

Company Overview
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. 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.
Economic Conditions
The United States economy has experienced high inflation during 2022 and there are market expectations that inflation may remain at elevated levels for a sustained period. In addition, global supply chain challenges that arose during the second half of 2021 have continued in 2022. Also, labor availability has continued to be constrained and market labor costs have continued to increase. The U.S. Federal Reserve Board also increased interest rates multiple times throughout 2022 with additional significant rate increases expected. These conditions may give rise to an economic slowdown, and perhaps a recession, and could further increase our costs and/or impact our revenues. At the same time, these conditions and other factors, as further noted below, have created a volatile market for oil, diesel fuel and gasoline, which resulted in our realizing increased fuel margins and fuel revenues during 2022. It is unclear whether the current economic conditions and government responses to these conditions, including inflation, increasing interest rates, the war between Russia and Ukraine and high fuel prices, will result in an economic slowdown or recession in the United States. If that occurs, demand for the transporting of products across the United States by trucks may decline, possibly significantly, which may significantly adversely impact our business, results of operations and financial position.
COVID-19 Pandemic
Many of the restrictions that had been imposed in the United States during the COVID-19 pandemic have since been lifted and commercial activity in the United States generally has increasingly returned to pre-pandemic practices and operations. To date, the COVID-19 pandemic has not had a significant adverse impact on our business. However, we continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. For more information and risks relating to the COVID-19 pandemic on us and our business, see Part I, Item 1A, “Risk Factors”, of our Annual Report.
19



Executive Summary of Financial Results
During the three months ended September 30, 2022 and 2021, we generated income before income taxes of $48,710 and $29,047, respectively. During the nine months ended September 30, 2022 and 2021, we generated income before income taxes of $154,131 and $59,180, respectively. The changes in income before income taxes of $19,663 for the three months ended September 30, 2022 and 2021 and $94,951 for the nine months ended September 30, 2022 and 2021 were primarily due to site level gross margin in excess of site level operating expense increasing, primarily resulting from incremental diesel fuel margin, the result of fuel market volatility creating favorable market conditions for our business, and increases in nonfuel revenues primarily due to inflation-driven price increases along with the re-opening and expanded hours of more restaurants, partially offset by higher labor costs due to wage increases and higher other operating expenses.
The above factors for the changes in income before income taxes were partially offset by higher selling, general and administrative expense, primarily due to higher wages and compensation costs, costs related to the transition to cloud-based technology solutions, an increase in revenue-based business management fees and higher general corporate expenses, in addition to higher depreciation and amortization expense primarily resulting from the growth in the amount of our new assets placed in service from capital expenditures and locations we acquired.
Effects of Fuel Prices and Supply and Demand Factors
Our fuel revenues and fuel gross margin are subject to fluctuations, sometimes material, as a result of market prices and the availability of, and demand for, diesel fuel and gasoline. These factors are subject to the worldwide petroleum products supply chain, which historically has experienced price and supply volatility as a result of, among other things, severe weather, terrorism, political crises, military actions and variations in demand and perceived and/or real impacts on supply that are often the result of changes in the macroeconomic environment. Also, concerted efforts by major oil producing countries and cartels to influence oil supply, such as the recent decision of OPEC+ to reduce oil production by two million barrels per day, as well as other actions by governments regarding trade policies, may impact fuel wholesale and retail prices. Further, there have been reports of reduced investment in oil exploration and production as a result of concerns about decreased demand for oil in response to market and governmental factors, including increased demand for alternative energy sources in response to global climate change. These and other factors, for example the ongoing war between Russia and Ukraine and various countries’ actions in response to that war, are believed to have contributed to recent fears of supply constraint and, as a result, increases in the cost of oil and other fossil energy sources.
Although there are several components that comprise and impact our fuel costs of goods sold, including the cost of fuel, freight and mix, the cost of fuel is the primary factor. Over the past several years there have been significant changes in the cost of fuel. Fuel prices decreased 16.0% during the three months ended September 30, 2022 and fuel prices increased 44.3%, during the nine months ended September 30, 2022 as compared to the beginning of those respective periods. The average fuel price during the three and nine months ended September 30, 2022, was 74.4% and 96.7% higher than the average fuel price during the three and nine months ended September 30, 2021, respectively. These increases in fuel prices during the first nine months of 2022 and year over year were primarily due to the recent uncertainty in fuel supply markets, impacted, at least in part, by the war between Russia and Ukraine and the various economic sanctions and other punitive measures the United States and other countries have taken against Russia in response, including with respect to Russian oil exports, and the recently announced decision of OPEC+ to reduce oil production. This uncertainty also contributed to higher-than-normal fuel price volatility in the United States in the first nine months of 2022; however, favorable market conditions for certain purchasing arrangements and the significant index correlation of our fuel purchasing and sales contracts mitigated the potential downside risk of this volatility on our per gallon fuel margin this quarter and enabled us to deliver strong fuel margins for the quarter. In the aggregate, we generally are able to pass changes in our cost for fuel products to our customers, but typically with timing differences associated with on-hand inventory, such that during periods of volatile and rising fuel commodity prices, fuel gross margin per gallon tends to be higher than it otherwise may have been and during periods of static and falling fuel commodity prices, fuel gross margin per gallon tends to be lower than it otherwise may have been. For example, steadily rising fuel prices typically improve short-term fuel margins due to the sell-through of lower cost inventory at current market prices. Increases in the prices we pay for fuel can increase our working capital requirements.
20

Due to the volatility of our fuel costs and our methods of pricing fuel to our customers, we believe that fuel revenues are not a reliable metric for analyzing our results of operations from period to period. As a result solely of changes in fuel prices, our fuel revenues may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volume or in fuel gross margin, as evidenced by the three and nine months ended September 30, 2022. We therefore consider fuel sales volume and fuel gross margin to be better measures of our performance.
While we experienced slightly higher diesel sales volumes combined with significantly lower gasoline sales volumes during the three and nine months ended September 30, 2022, as compared to the three and nine months ended September 30, 2021, primarily due to higher fuel prices and inflationary and competitive pressures, we believe that demand for fuel by trucking companies and motorists for a constant level of miles driven will remain relatively unchanged in the near-term, subject to a possible economic recession or substantial economic downturn, but could continue to decline over time because of changes in consumer behavior due to COVID-19 and inflation, technological innovations that improve fuel efficiency of motor vehicle engines, other fuel conservation practices and alternative fuels and technologies. For the first half of 2022, our fuel sales volumes increased primarily due to improved market conditions within the freight industry, traffic increases associated with the ongoing COVID-19 pandemic recovery and the success of our marketing initiatives; however, these factors were less significant in the third quarter of 2022 as our fuel sales volume was down slightly as compared to a strong recovery in the prior year quarter.
In addition, we believe that to some degree higher fuel prices and inflationary pressures resulted in less disposable income for our customers to purchase our nonfuel products and services. While nonfuel revenues and nonfuel margin increased 10.5% and 11.4%, respectively, during the three months ended September 30, 2022, as compared to the three months ended September 30, 2021, higher fuel prices and inflationary pressures in the third quarter of 2022 tempered certain nonfuel transaction volumes.

Other Factors Affecting Comparability
Growth Strategies
We continue to prioritize and focus on key initiatives across our organization with the purpose of network growth through high return capital investments, bottom-line growth through process improvement and cost discipline, continued introduction of efficient technology and systems, and defining the future of on-highway mobility through a commitment to energy alternatives, all in support of our core mission to return every traveler to the road better than they came.
Acquiring high quality existing travel centers is a key aspect of our strategic network growth plan. We completed the acquisitions of certain assets of five travel centers and two truck service facilities during the first nine months of 2022. Our active acquisition pipeline may enable us to add independent and franchised sites along active corridors to strengthen the geographic coverage of our network. See Note 3 in Item 1. of this Quarterly Report for more information about these acquisitions.
Our growth strategy also includes adding franchised travel centers to our network. Since the beginning of 2020, we have entered into franchise agreements covering approximately 56 travel centers to be operated under our travel center brand names. Five of these franchised travel centers began operations during 2020, two began operations during 2021 and one began operations during the second quarter of 2022. We expect the remaining 48 to all open by the fourth quarter of 2024.
Our capital expenditures for 2022 are expected to be in the range of $175,000 to $200,000 and includes projects to improve the guest experience through significant upgrades at our travel centers, the expansion of restaurants and food offerings and improvements to our technology systems infrastructure. Approximately 55% of our expected capital expenditures for 2022 are focused on growth initiatives that we expect will meet or exceed our 15% to 20% cash on cash return hurdle.
We are committed to embracing environmentally friendly energy sources through our eTA division, which seeks to deliver sustainable and alternative energy to the marketplace by working with the public sector, private companies and customers and guests to facilitate this initiative. Recent accomplishments include expanding of our biodiesel and renewable diesel blending capabilities, increasing the availability of diesel exhaust fluid, or DEF, at all diesel pumps nationwide and installing electric vehicle charging stations. We are also exploring ultra-high power truck charging and hydrogen fuel dispensing in parallel with traditional fossil fuels to provide energy alternatives as the transportation sector transitions to a lighter carbon footprint. We believe our large, well-located sites will allow us to make both fossil and, eventually, non-fossil fuels available throughout our nationwide network of sites.

21

Seasonality
Our sales volumes are generally lower in the first and fourth quarters than the second and third quarters of each year. In the first quarter, the movement of freight by professional truck drivers as well as motorist travel are usually at their lowest levels of the calendar year. In the fourth quarter, freight movement is typically lower due to the holiday season. While our revenues are modestly seasonal, quarterly variations in our operating results may reflect greater seasonal differences as our rent expense and certain other costs do not vary seasonally.

Results of Operations
All of our company operated locations are same site locations with the exception of the recently acquired travel centers and truck service facilities and the travel center located in Canada that we stopped operating during the second quarter of 2022. As a result, same site operating results are not presented as part of this discussion and analysis as they would not provide materially different information from our consolidated results. See Note 3 in Item 1. of this Quarterly Report for more information about acquisition and disposition activity.
22

Consolidated Financial Results
The following table presents changes in our operating results for the three and nine months ended September 30, 2022, as compared to the three and nine months ended September 30, 2021.
 Three Months Ended
September 30,
 20222021$ Change% Change
Revenues:   
Fuel$2,242,821 $1,424,997 $817,824 57.4 %
Nonfuel564,941 511,063 53,878 10.5 %
Rent and royalties from franchisees3,317 3,886 (569)(14.6)%
Total revenues2,811,079 1,939,946 871,133 44.9 %
Gross margin:
Fuel
132,402 106,010 26,392 24.9 %
Nonfuel339,560 304,798 34,762 11.4 %
Rent and royalties from franchisees3,317 3,886 (569)(14.6)%
Total gross margin
475,279 414,694 60,585 14.6 %
Site level operating expense276,717 246,871 29,846 12.1 %
Selling, general and administrative expense46,497 39,563 6,934 17.5 %
Real estate rent expense64,954 63,898 1,056 1.7 %
Depreciation and amortization expense29,267 24,276 4,991 20.6 %
Other operating expense, net692 230 462 200.9 %
Income from operations57,152 39,856 17,296 43.4 %
Interest expense, net9,800 11,843 (2,043)(17.3)%
Other income, net(1,358)(1,034)(324)(31.3)%
Income before income taxes48,710 29,047 19,663 67.7 %
Provision for income taxes(11,735)(6,847)(4,888)(71.4)%
Net income36,975 22,200 14,775 66.6 %
Less: net loss for noncontrolling interest
— — — — %
Net income attributable to
 common stockholders
$36,975 $22,200 $14,775 66.6 %
23

 Nine Months Ended
September 30,
 20222021$ Change% Change
Revenues:   
Fuel$6,570,691 $3,830,886 $2,739,805 71.5 %
Nonfuel1,605,385 1,460,787 144,598 9.9 %
Rent and royalties from franchisees11,123 11,649 (526)(4.5)%
Total revenues8,187,199 5,303,322 2,883,877 54.4 %
Gross margin:
Fuel
401,951 283,732 118,219 41.7 %
Nonfuel966,636 883,592 83,044 9.4 %
Rent and royalties from franchisees11,123 11,649 (526)(4.5)%
Total gross margin
1,379,710 1,178,973 200,737 17.0 %
Site level operating expense788,864 708,097 80,767 11.4 %
Selling, general and administrative expense134,206 112,083 22,123 19.7 %
Real estate rent expense194,753 191,378 3,375 1.8 %
Depreciation and amortization expense80,260 72,244 8,016 11.1 %
Other operating income, net(1,795)(642)(1,153)(179.6)%
Income from operations183,422 95,813 87,609 91.4 %
Interest expense, net32,503 34,966 (2,463)(7.0)%
Other (income) expense, net(3,212)1,667 (4,879)(292.7)%
Income before income taxes154,131 59,180 94,951 160.4 %
Provision for income taxes(36,872)(13,776)(23,096)(167.7)%
Net income117,259 45,404 71,855 158.3 %
Less: net loss for noncontrolling interest
— (333)333 100.0 %
Net income attributable to
 common stockholders
$117,259 $45,737 $71,522 156.4 %

Three Months Ended September 30, 2022, as Compared to Three Months Ended September 30, 2021
Fuel Revenues. Fuel revenues for the three months ended September 30, 2022, increased by $817,824, or 57.4%, as compared to the three months ended September 30, 2021, primarily as a result of an increase in market prices for fuel, partially offset by a decrease in fuel sales volume. The table below presents the factors causing the changes in total fuel sales volume and revenues between periods. See “Effects of Fuel Prices and Supply and Demand Factors” for more information regarding the impact market prices for fuel has on our financial results.
Gallons SoldFuel Revenues
Results for the three months ended September 30, 2021
585,848 $1,424,997 
Increase due to petroleum products price changes830,094 
Decrease due to volume changes(3,688)(12,026)
Increase (decrease) in wholesale fuel sales volume479 (244)
Net change from prior year period(3,209)817,824 
Results for the three months ended September 30, 2022
582,639 2,242,821 
24

Nonfuel Revenues. Nonfuel revenues for the three months ended September 30, 2022 increased by $53,878, or 10.5%, as compared to the three months ended September 30, 2021, primarily as a result of increases in DEF due to the growth of newer trucks on the road that require DEF, and truck services and full service restaurants, due to inflation-driven pricing increases along with the reopening and expanded hours at our full service restaurants. These increases were partially offset by lower overall transaction volumes.
Rent and Royalties from Franchisees. Rent and royalties from franchisees for the three months ended September 30, 2022 decreased by $569, or 14.6%, as compared to the three months ended September 30, 2021, primarily as a result of the elimination of rent and royalties due to acquisitions of franchised travel centers, partially offset by higher nonfuel revenues at franchised travel centers.
Fuel Gross Margin. Fuel gross margin for the three months ended September 30, 2022 increased by $26,392, or 24.9%, as compared to the three months ended September 30, 2021, primarily as a result of more favorable market conditions discussed above, partially offset by a decrease in fuel sales volume during the three months ended September 30, 2022.
Nonfuel Gross Margin. Nonfuel gross margin for the three months ended September 30, 2022 increased by $34,762, or 11.4%, as compared to the three months ended September 30, 2021, due to the increase in total nonfuel revenues. Nonfuel gross margin percentage for the three months ended September 30, 2022, increased 50 basis points to 60.1% from 59.6% for the three months ended September 30, 2021, primarily due to a change in the mix of products and services, partially offset by higher product costs.
Site Level Operating Expense. Site level operating expense for the three months ended September 30, 2022 increased by $29,846, or 12.1%, as compared to the three months ended September 30, 2021, primarily due to higher labor costs as a result of inflationary wage increases and the reopening and expanded hours at certain full service restaurants and increased other operating expenses during the three months ended September 30, 2022. Site level operating expense as a percentage of nonfuel revenues increased 70 basis points to 49.0% for the three months ended September 30, 2022, from 48.3% for the three months ended September 30, 2021, primarily due to the above factors.
Selling, General and Administrative Expense. Selling, general and administrative expense for the three months ended September 30, 2022 increased by $6,934, or 17.5%, as compared to the three months ended September 30, 2021, primarily due to higher wages and compensation costs, costs related to the transition to cloud-based technology solutions, an increase in revenue-based business management fees and higher general corporate expenses.
Real Estate Rent Expense. Real estate rent expense for the three months ended September 30, 2022 increased by $1,056, or 1.7%, as compared to the three months ended September 30, 2021, primarily as a result of an increase in percentage rent payable as a result of the increase in total nonfuel revenues at our applicable travel centers during the three months ended September 30, 2022.
Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended September 30, 2022 increased by $4,991, or 20.6%, as compared to the three months ended September 30, 2021, primarily as a result of the growth in the amount of our new assets placed in service from capital expenditures and locations we acquired.
Interest Expense, Net. Interest expense, net for the three months ended September 30, 2022, decreased by $2,043, or 17.3%, as compared to the three months ended September 30, 2021, primarily as a result of higher interest income earned on investments due to higher interest rates.
Provision for Income Taxes. Provision for income taxes was $11,735 and $6,847 for the three months ended September 30, 2022 and 2021, respectively. The effective income tax rates were 24.1% and 23.4% for the three months ended September 30, 2022 and 2021, respectively. The effective income tax rates for the three months ended September 30, 2022 and 2021, were higher than the U.S. federal income tax rate of 21.0% primarily due to the impact of state income taxes and additional tax expense related to compensation, partially offset by federal tax credits.

25

Nine Months Ended September 30, 2022, as Compared to Nine Months Ended September 30, 2021
Fuel Revenues. Fuel revenues for the nine months ended September 30, 2022, increased by $2,739,805, or 71.5%, as compared to the nine months ended September 30, 2021, primarily as a result of an increase in market prices for fuel, partially offset by a decrease in an overall fuel sales volume. The table below presents the factors causing the changes in total fuel sales volume and revenues between periods. See “Effects of Fuel Prices and Supply and Demand Factors” for more information regarding the impact market prices for fuel has on our financial results.
Gallons SoldFuel Revenues
Results for the nine months ended September 30, 2021
1,713,351 $3,830,886 
Increase due to petroleum products price changes2,745,169 
Decrease due to volume changes(4,535)(13,313)
Increase in wholesale fuel sales volume3,429 7,949 
Net change from prior year period(1,106)2,739,805 
Results for the nine months ended September 30, 2022
1,712,245 6,570,691 
Nonfuel Revenues. Nonfuel revenues for the nine months ended September 30, 2022, increased by $144,598, or 9.9%, as compared to the nine months ended September 30, 2021, primarily as a result of increases in DEF due to the growth of newer trucks on the road that require DEF, and truck services and full service restaurants, due to inflation-driven pricing increases along with the reopening and expanded hours at our full service restaurants. These increases were partially offset by lower overall transaction volumes.
Rent and Royalties from Franchisees. Rent and royalties from franchisees for the nine months ended September 30, 2022 decreased by $526, or 4.5%, as compared to the nine months ended September 30, 2021, primarily as a result of the elimination of rent and royalties due to acquisitions of franchised travel centers and the elimination of royalties from franchised QSL standalone restaurants following the sale of our QSL business in April 2021, partially offset by higher nonfuel revenues at franchised travel centers.
Fuel Gross Margin. Fuel gross margin for the nine months ended September 30, 2022 increased by $118,219, or 41.7%, as compared to the nine months ended September 30, 2021, primarily as a result of more favorable market conditions, as discussed above, partially offset by a decrease in fuel sales volume during the three months ended September 30, 2022.
Nonfuel Gross Margin. Nonfuel gross margin for the nine months ended September 30, 2022 increased by $83,044, or 9.4%, as compared to the nine months ended September 30, 2021, primarily as a result of the increase in total nonfuel revenues. Nonfuel gross margin percentage for the nine months ended September 30, 2022, declined 30 basis points to 60.2% from 60.5% for the nine months ended September 30, 2021, primarily due to a change in the mix of products and services, partially offset by higher product costs.
Site Level Operating Expense. Site level operating expense for the nine months ended September 30, 2022 increased by $80,767, or 11.4%, as compared to the nine months ended September 30, 2021, primarily due to higher labor costs as a result of inflationary wage increases and the reopening and expanded hours at certain full service restaurants and increased other operating expenses during the nine months ended September 30, 2022. Site level operating expense as a percentage of nonfuel revenues increased 60 basis points to 49.1% for the nine months ended September 30, 2022, from 48.5% for the nine months ended September 30, 2021, primarily due to the above factors.
Selling, General and Administrative Expense. Selling, general and administrative expense for the nine months ended September 30, 2022 increased by $22,123, or 19.7%, as compared to the nine months ended September 30, 2021, primarily due to higher wages and compensation costs, costs related to the transition to cloud-based technology solutions, an increase in revenue-based management fees and higher general corporate expenses.
Real Estate Rent Expense. Real estate rent expense for the nine months ended September 30, 2022 increased by $3,375, or 1.8%, as compared to the nine months ended September 30, 2021, primarily as a result of an increase in percentage rent payable as a result of the increase in total nonfuel revenues at our applicable travel centers during the nine months ended September 30, 2022.
26

Depreciation and Amortization Expense. Depreciation and amortization expense for the nine months ended September 30, 2022 increased by $8,016, or 11.1%, as compared to the nine months ended September 30, 2021, primarily as a result of the growth in the amount of our new assets placed in service from capital expenditures and locations we acquired, partially offset by a $650 impairment charge related to the QSL sale during the nine months ended September 30, 2021.
Interest Expense, Net. Interest expense, net for the nine months ended September 30, 2022 decreased by $2,463, or 7.0%, as compared to the nine months ended September 30, 2021, primarily as a result of higher interest income earned on investments due to higher interest rates.
Provision for Income Taxes. Provision for income taxes was $36,872 and $13,776 for the nine months ended September 30, 2022 and 2021, respectively. The effective income tax rates were 23.7% and 23.0% for the nine months ended September 30, 2022 and 2021, respectively. The effective income tax rates for the nine months ended September 30, 2022 and 2021 were higher than the U.S. federal income tax rate of 21.0% primarily due to the impact of state income taxes and additional tax expense related to compensation, partially offset by federal tax credits.

Liquidity and Capital Resources
Our principal liquidity requirements are to meet our operating and financing costs and to fund our capital expenditures, acquisitions and working capital requirements. Our principal sources of liquidity to meet these requirements are our:
cash balance;
operating cash flow;
our Credit Facility (as defined below) with a current maximum availability of $200,000 subject to limits based on our qualified collateral;
potential sales to SVC of improvements we make to the sites we lease from SVC;
potential issuances of new debt and equity securities; and
potential financing or selling of unencumbered real estate that we own.
We believe that the primary risks we currently face with respect to our operating cash flow are:
inflationary pressures;
recessionary pressures;
increasing labor costs;
labor availability;
adverse impacts from supply chain challenges;
potential negative impacts from the continuing change in market practices that arose during the COVID-19 pandemic, including if the United States experiences a prolonged and significant decline in economic activity that reduces demand for our products and services, as a result;
decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency, fuel conservation and alternative fuels and technologies;
decreased demand for our products and services that we may experience as a result of competition or otherwise;
the fixed nature of a significant portion of our expenses, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
the costs and funding that may be required to execute our growth initiatives;
the possible inability of acquired or developed properties to generate the stabilized financial results we expected at the time of acquisition or development;
27

increased cost of fleet card fees;
increased costs for nonfuel products that we may not be able to pass through to our customers;
increases in our cost of capital due to increasing market interest rates and interest rate spreads;
increased costs we may need to incur to operate our business in response to the COVID-19 pandemic, including enhancing sanitation and other preventative measures, and sick pay; and
the negative impacts on our gross margins and working capital requirements due to the higher level of prices for petroleum products or due to increases in the cost of our fuel or nonfuel products resulting from inflation generally.
Our business requires substantial amounts of working capital, including cash liquidity, and our working capital requirements can be especially large because of the volatility of fuel prices. Selectively acquiring additional properties and businesses and developing new sites requires us to expend substantial capital for any such properties, businesses or developments. In addition, our properties are high traffic sites with many customers and large trucks entering and exiting our properties daily, requiring us to expend capital to maintain, repair and improve our properties. Although we had a cash balance of $467,342 at September 30, 2022, and net cash provided by operating activities of $179,974 for the nine months ended September 30, 2022, we cannot be sure that we will maintain sufficient amounts of cash, that we will generate future profits or positive cash flows or that we will be able to obtain additional financing, if and when it becomes necessary or desirable to pursue business opportunities. We believe we have sufficient financial resources to fund operations and required capital expenditures for greater than 12 months.
Our Investment and Financing Liquidity and Resources
Revolving Credit Facility
We and certain of our subsidiaries are parties to an Amended and Restated Loan and Security Agreement, or the Credit Facility, with a group of commercial banks that matures on July 19, 2024. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount of this Credit Facility may be increased to $300,000. The Credit Facility may be used for general business purposes and allows for the issuance of letters of credit. Generally, no principal payments are due until maturity. Under the terms of the Credit Facility, interest is payable on outstanding borrowings at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At September 30, 2022, based on our qualified collateral, a total of $193,369 was available to us for loans and letters of credit under the Credit Facility. At September 30, 2022, there were no borrowings outstanding under the Credit Facility and $13,928 of letters of credit issued under that facility, which reduced the amount available for borrowing under the Credit Facility, leaving $179,441 available for our use as of that date. At September 30, 2022, we were in compliance with all covenants of the Credit Facility. As of November 1, 2022, there were no borrowings outstanding under the Credit Facility and approximately $179,441 available under the Credit Facility for our use as of that date.
28

Term Loan Facility
We have a $200,000 Term Loan Facility, or the Term Loan Facility, which is secured by a pledge of all the equity interests of substantially all of our wholly owned subsidiaries, a pledge, subject to the prior interest of the lenders under our Credit Facility, of substantially all of our other assets and the assets of such wholly owned subsidiaries and mortgages on certain of our fee owned real properties. We used the net proceeds of $190,062 from our Term Loan Facility for general business purposes, including the funding of deferred capital expenditures, updates to key information technology infrastructure and growth initiatives consistent with our Transformation Plan. Interest on amounts outstanding under the Term Loan Facility are calculated at LIBOR, with a LIBOR floor of 100 basis points, plus 600 basis points, and the Term Loan Facility matures on December 14, 2027. Our Term Loan Facility requires periodic interest payments based on the interest period selected and quarterly principal payments of $500, or 1.0% of the original principal amount annually. In addition, beginning with the year ended December 31, 2021 and for each twelve month calendar year period thereafter (each considered an “Excess Cash Flow Period”, as defined), we are required to calculate Excess Cash Flow, as defined, and prepay an amount equal to Excess Cash Flow less other specified adjustments. The prepayment, as calculated, is due 95 days after the end of the respective Excess Cash Flow Period. There was no required prepayment due for the Excess Cash Flow Period ended December 31, 2021. Remaining principal amounts outstanding under the Term Loan Facility may be prepaid, without penalty, beginning on December 14, 2022. At September 30, 2022, we were in compliance with all covenants of the Term Loan Facility.
West Greenwich Loan
We have a term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan matures on February 7, 2030 and is secured by a mortgage encumbering our travel center located in West Greenwich, Rhode Island. The annual interest rate is fixed at 3.85% through February 7, 2025, and resets thereafter, based on the five year Federal Home Loan Bank rate plus 198 basis points. The West Greenwich Loan requires us to make principal and interest payments monthly. The proceeds from the West Greenwich Loan were used for general business purposes. We may, at our option with 60 days prior written notice, repay the loan in full prior to maturity plus, if repaid prior to February 7, 2023, a nominal penalty.
IHOP Secured Advance Note
We are party to a multi-unit franchise agreement with IHOP Franchisor LLC, or IHOP, pursuant to which we agreed to rebrand and convert certain of our full service restaurants to IHOP restaurants over a period through October 2024, or the IHOP Agreement. We are also a party to a Secured Advance Note with IHOP, or the IHOP Note, pursuant to which we can borrow up to $10,000 in connection with the costs to convert our full service restaurants to IHOP restaurants. As of September 30, 2022, there were no loans outstanding under the IHOP Note.

Sources and Uses of Cash
The following is a summary of our sources and uses of cash for the nine months ended September 30, 2022 and 2021, as reflected in our consolidated statements of cash flows:
Nine Months Ended
September 30,
(in thousands)20222021$ Change
Cash and cash equivalents at the beginning of the period$536,002 $483,151 $52,851 
Net cash provided by (used in):
Operating activities179,974 181,286 (1,312)
Investing activities(243,234)(39,181)(204,053)
Financing activities(5,532)(4,217)(1,315)
Effect of exchange rate changes on cash132 64 68 
Cash and cash equivalents at the end of the period$467,342 $621,103 $(153,761)
Cash Flows from Operating Activities. During the nine months ended September 30, 2022 and 2021, we had net cash inflows from operating activities of $179,974 and $181,286, respectively. The $1,312 change was primarily due to a $71,855 increase in earnings, offset by the effect of changes in working capital from higher accounts receivable and inventory during the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.
29

Cash Flows from Investing Activities. During the nine months ended September 30, 2022 and 2021, we had net cash outflows from investing activities of $243,234 and $39,181, respectively. The $204,053 change primarily resulted from an increase in capital expenditures and acquisition activity during the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.
Cash Flows from Financing Activities. During the nine months ended September 30, 2022 and 2021, we had net cash outflows from financing activities of $5,532 and $4,217, respectively. The $1,315 change primarily resulted from an increase in finance lease principal payments during the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.

Related Party Transactions
We have relationships and historical and continuing transactions with SVC, RMR and others related to them. For further information about these and other such relationships and related party transactions, see Notes 6, 7 and 8 to the Consolidated Financial Statements included in Item 1. of this Quarterly Report, our Annual Report, our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders and our other filings with the Securities and Exchange Commission. In addition, see Item 1A. “Risk Factors” in our Annual Report for a description of risks that may arise as a result of these and other related party transactions and relationships. We may engage in additional transactions with related parties, including businesses to which RMR or its subsidiaries provide management services.

Environmental and Climate Change Matters
Governmental actions, including legislation, regulations, treaties and commitments, such as those seeking to reduce greenhouse gas emissions, and market actions in response to concerns about climate change, may decrease the demand for our major product, diesel fuel, and may require us to make significant capital or other expenditures related to alternative energy distribution or other changing fuel conservation practices. Federal and state governments require manufacturers to limit emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency, or EPA’s, gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel. Further, legislative and regulatory initiatives requiring increased truck fuel efficiency have accelerated in the United States and these mandates have and may continue to result in decreased demand for diesel fuel.
For example, in August 2021 the EPA and the National Highway Traffic Safety Administration proposed new rules intended to phase in more stringent fuel efficiency standards for passenger cars and light duty trucks. In addition, the California Air Resources Board, and other similar state government agencies routinely consider rulemaking activity the purpose of which is to improve fuel efficiency and limit pollution from vehicles. Moreover, market concerns regarding climate change may result in decreased demand for fossil fuels and increased adoption of higher efficiency fuel technologies and alternative energy sources. Regulations that limit, or market demands to reduce carbon emissions, may cause our costs at our locations to significantly increase, make some of our locations obsolete or disadvantaged, or require us to make material investments in our properties. In pace with customer demand for alternative energy sources, we have installed electric charging capacity at certain of our travel centers and expect to install them at additional travel centers over time. We are also evaluating hydrogen dispensing as another alternative fuel offering at certain of our travel centers, have expanded DEF availability and installed additional biodiesel blending infrastructure. We are also evaluating the use of hydrogen fuel cell and natural gas generators for both emergency power and base electric load support.
Severe weather-related events due to climate change may have an adverse effect on individual properties we own, lease or operate, or the volume of business at our locations. We mitigate these risks by owning, leasing and operating a geographically diversified portfolio of properties, by procuring insurance coverage we believe adequately protects us from material damages and losses and by attempting to monitor and be prepared for such events. However, we cannot be certain that our mitigation efforts will be sufficient or that future weather-related events or other climate changes that may occur will not have an adverse effect on our business.
For further information about these and other environmental and climate change matters, and the related risks that may arise, see the disclosure under the heading “Environmental Contingencies” in Note 9 to the Consolidated Financial Statements included in Item 1. of this Quarterly Report, which disclosure is incorporated herein by reference.

30

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
Our Credit Facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. As of September 30, 2022, no loans were outstanding under this Credit Facility. We borrow under this Credit Facility in U.S. dollars and those borrowings require us to pay interest at floating interest rates, which are based on LIBOR or a base rate, plus a premium. Interest on amounts outstanding under our Term Loan Facility are also calculated based on LIBOR plus a premium. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates. A change in interest rates generally would not affect the fair value of any outstanding floating rate debt but could affect our operating results. For example, if the $200,000 stated maximum amount was drawn under our Credit Facility and interest rates decreased or increased by 100 basis points per annum, our interest expense would decrease or increase by $2,000 per year. If interest rates were to change gradually over time, the impact would occur over time.
We are exposed to risks arising from market price changes for diesel and gasoline fuel. These risks have historically resulted from changes in supply and demand for fuel and from market speculation about future changes. Some supply changes may arise from local conditions, such as a malfunction in a particular pipeline or at a particular terminal. However, in the recent past most of the supply risks have arisen from national or international conditions, such as weather-related shutdowns of oil drilling or refining capacities, political instability in oil producing regions of the world, war or other hostilities, or terrorism. Concerted efforts by major oil producing countries and cartels to limit oil supply, such as the recent decision of OPEC+ to reduce oil production by two million barrels per day, may also impact prices. Because petroleum products are regularly traded in commodity markets, material changes in demand for and the price of fuel worldwide and financial speculation in these commodities markets may have a material effect upon the prices we have to pay for fuel and may also impact our customers’ demand for fuel and other products we sell. Almost all of these risks are beyond our control. Nevertheless, we attempt to mitigate our exposure to fuel commodity price market risks in three ways. First, whenever possible, we attempt to maintain supply contracts for diesel fuel with several different suppliers for our locations; if there is a local supply disruption, our contract supplier(s) work to fulfill their contractual commitments. When this type of situation happens, we may also work with other suppliers to procure additional supply either locally or from surrounding markets to avoid outages at our locations. Second, we maintain modest fuel inventory of only a few days of fuel sales. Modest inventory may mitigate the risk that we are required by competitive or contract conditions to sell fuel for less than its cost in the event of rapid price declines; however, the modest level of fuel inventory could exacerbate our fuel supply risks. Third, we sell a majority of our diesel fuel at prices determined by reference to a benchmark which is reflective of the market costs for fuel; by selling on such terms we may be able to substantially maintain our margin per gallon despite changes in the price we pay for fuel. Based on the composition of our fuel inventory as of September 30, 2022, and our fuel sales volume for the three months ended, September 30, 2022, each one cent change in the price of fuel would change our inventory value by $163 and our fuel revenues by $5,826.

Item 4.  Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at September 30, 2022.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2022, there were no changes to our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

31

Warning Concerning Forward-Looking Statements
This Quarterly Report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives and derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Among others, the forward-looking statements that appear in this Quarterly Report that may not occur include statements that:
Our fuel purchasing and inventory management practices may allow us to mitigate the impact of fuel price volatility;
Our operating results for the three and nine months ended September 30, 2022, reflect certain improvements as compared to the three and nine months ended September 30, 2021. This may imply that we will increase or maintain these improvements and that we will be as profitable in the future. However, there are no guarantees that we will be able to sustain this level of performance or growth in the future. In addition, customer demand, inflationary or recessionary pressures, geopolitical risks, competitive conditions, fuel market dynamics, war and other hostilities, and government regulation, among other factors, may significantly impact our fuel and nonfuel revenues and the costs of our fuel and nonfuel products may increase in the future because of inflation or other reasons. If fuel gross margin per gallon, or fuel or nonfuel sales volume, decline, if we are not able to pass increases in fuel or nonfuel costs to our customers or if our nonfuel sales mix changes in a manner that negatively impacts our nonfuel gross margin, our nonfuel revenues or our fuel and nonfuel gross margin may decline;
We are executing initiatives that we believe have and will improve and enhance our growth, profitability and operational efficiency. However, we may not be able to grow or recognize the improvements to our operating results that we anticipate and we may not realize the returns we target on our related investments. In addition, the costs incurred to complete the initiatives may be greater than we anticipate;
We are generally able to pass changes in certain of our costs to our customers, but with some timing differences. We may however, be unable to pass cost increases to our customers due to competitive or other market conditions or otherwise;
We have incurred costs to support our anticipated business growth. This statement may imply that these costs will result in increased revenues and us receiving the expected return on our investments in growing our business. However, these costs may exceed any increased revenue we may receive from this growth or the returns on these investments may be less than expected;
Our belief that our sites are well-located may prove otherwise and, if so, we may not realize the benefits we expect based on the characteristics of our sites;
We may make acquisitions and develop new locations in the future including adding sites through franchising. Managing and integrating acquired, developed or franchised locations can be difficult, time consuming and/or more expensive than anticipated and involve risks of financial loss. We may not operate our acquired or developed locations as profitably as we may expect. In addition, acquisitions or property development may subject us to greater risks than our continuing operations, including the assumption of unknown liabilities;
Our belief that, as of the date of this Quarterly Report, we had sufficient financial resources to fund operations for at least 12 months. However, our business is subject to risks, including risks beyond our control. If economic conditions decline for an extended period or if we fail to operate our business and compete successfully, our business, results of operations and financial condition may be materially adversely impacted, which may result in our not having sufficient financial resources to fund operations for the foreseeable future;
We expect to expand our network by entering into new franchise agreements and the anticipated number of new franchised locations. However, we may not succeed in entering these agreements and the commencement and stabilization of any new franchises may not occur or may be delayed or the franchise may not open, and these franchises may not be successful or generate the royalties for us that we expect;
32

Our efforts to continually monitor our fuel purchasing, pricing, supply and inventory management and taking actions we believe appropriate that are intended to improve fuel margins may not be successful due to our failure to succeed in our efforts or due to market, supplier or other reasons;
Our Credit Facility has a current maximum availability of $200.0 million. The availability of this maximum amount is subject to limits based on our qualified collateral, including our eligible cash, accounts receivable, inventory, equipment and intangible assets that varies in amount from time to time. Accordingly, our borrowing and letter of credit availability at any time may be less than $200.0 million. At September 30, 2022, based on our eligible collateral at that date, our borrowing and letter of credit availability was $193.4 million, of which we had used $13.9 million for outstanding letters of credit. The maximum amount available under the Credit Facility may be increased to $300.0 million, the availability of which is subject to limits based on our available collateral and lender participation. However, if we do not have sufficient collateral or if we are unable to identify lenders willing to increase their commitments or join our Credit Facility, we may not be able to increase the size of our Credit Facility or the availability of borrowings when we may want or need to do so;
We may not spend the $175.0 million to $200.0 million of capital expenditures in 2022 that we currently expect to spend, we may spend more or less than these amounts, we may spend these amounts in a different manner, these expenditures may not provide the benefits we expect and we may not realize our expected cash on cash return hurdle;
The sale of our travel center located in Canada is subject to conditions; as a result, that sale may not occur, may be delayed or the terms may change.
Our commitment to embracing environmentally friendly energy sources through our eTA division may not be successful, may not result in the benefits we expect and may not be sufficient to offset declines we may experience in our business if the market moves from fossil fuels to non-fossil fuels; and
The duration and severity of the COVID-19 pandemic and its impact on the economy, us and our customers, suppliers and other stakeholders;
These and other unexpected results may be caused by various factors, some of which are beyond our control, including:
Continued improved fuel efficiency of motor vehicle engines and other fuel conservation and alternative fuel practices and sources employed or used by our customers and alternative fuel technologies, alternative forms of energy or other means of transportation that may be developed and widely adopted in the future may continue to reduce the demand for the fuel that we sell and may adversely affect our business;
Competition within the travel center, truck repair and restaurant industries may adversely impact our financial results. Our business requires substantial amounts of working capital and our competitors may have greater financial and other resources than we do;
Future increases in fuel prices may reduce the demand for the products and services that we sell;
Future commodity fuel price increases, fuel price volatility or other factors may cause us to need more working capital to maintain our inventory and carry our accounts receivable at higher balances than we now expect and the general availability of, demand for and pricing of motor fuels may change in ways which lower the profitability associated with our selling motor fuels;
Our suppliers may be unwilling or unable to maintain the current credit terms for our purchases. If we are unable to purchase goods on reasonable credit terms, our required working capital may increase and we may incur material losses. Also, in times of rising fuel and nonfuel prices, our suppliers may be unwilling or unable to increase the credit amounts they extend to us, which may increase our working capital requirements. The availability and the terms of any credit we may be able to obtain are uncertain;
The potential impacts of a recessionary environment may adversely affect our business, results of operations and liquidity;
Most of our trucking company customers transact business with us by use of fuel cards issued by third party fuel card companies. Fuel card companies facilitate payments to us and charge us fees for these services. The fuel card industry has only two significant participants. We believe most large trucking companies use only a single fuel card provider and have become increasingly dependent upon services provided by their respective fuel card provider to manage their
33

fleets. Continued lack of competition among fuel card companies may result in future increases in our transaction fee expenses or working capital requirements, or both;
Our labor costs may continue to increase in response to business and market demands and conditions, business opportunities or pursuant to legal requirements;
Fuel supply disruptions may occur, which may limit our ability to purchase fuel for resale;
We and our suppliers and customers are experiencing negative impacts from the current reduced market labor availability, including truck driver shortage, and related market pressures which may continue to present us with challenges and could negatively impact our business and operations if these conditions continue;
Continued supply chain challenges may limit our growth, reduce our scale and scope of operations, increase our operating costs, continue to expand the time to complete our capital projects, and adversely impact our results of operations and financial condition;
If trucking companies are unable to satisfy market demands for transporting goods or if the use of other means of transporting goods increases, the trucking industry may experience reduced business, which would negatively affect our business, results of operations and liquidity;
Trucking companies have incurred, and may incur additional, increased labor costs to retain and hire truck drivers, which may reduce the amount these companies are willing to pay for our services or products;
Adverse weather events, natural disasters and climate change may adversely impact our travel centers and other properties, operations and financial condition;
Compliance with, and changes to, federal, state and local laws and regulations, including those related to tax, employment and environmental matters, accounting rules and financial reporting standards, payment card industry requirements, competition and similar matters may increase our operating costs and reduce or eliminate our profits;
We are routinely involved in litigation. Discovery during litigation and court decisions often have unanticipated results. Litigation is usually expensive and can be distracting to management. We cannot be sure of the outcome of any of the litigation matters in which we are or may become involved;
Acts of terrorism, geopolitical risks, political crises, wars or other military actions, such as the current war between Russia and Ukraine, public health crises, such as the ongoing COVID-19 pandemic, or other man made or natural disasters beyond our control may adversely affect our financial results; and
Although we believe that we benefit from our relationships with our related parties, including SVC, RMR and others affiliated with them, actual and potential conflicts of interest with related parties may present a contrary perception or result in litigation, and the benefits we believe we may realize from the relationships may not materialize.
Results that differ from those stated or implied by our forward-looking statements may also be caused by various changes in our business or market conditions as described more fully in our Annual Report, including under “Warning Concerning Forward-Looking Statements and Part I, Item 1A. “Risk Factors, and elsewhere in this Quarterly Report.
You should not place undue reliance upon forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.
34

Part II. Other Information

Item 1A.  Risk Factors
There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the risk factors previously disclosed under the “Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
There were no purchases of our equity securities during the quarter ended September 30, 2022.
Calendar
Month
Number of
Shares
Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
Maximum Approximate
Dollar Value of Shares That
May Yet Be Purchased Under
the Plans or Programs
July 2022— $— — $— 
August 2022— — — — 
September 2022— — — — 
Total— $— — — 


35

Item 6.  Exhibits
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document (filed herewith)
101.CALXBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEFXBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LABXBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PREXBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
36

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 TravelCenters of America Inc.
  
 By:/s/ Peter J. Crage
 Date:November 2, 2022  Name:Peter J. Crage
   Title:Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)

37
TravelCenters of America (NASDAQ:TA)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more TravelCenters of America Charts.
TravelCenters of America (NASDAQ:TA)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more TravelCenters of America Charts.