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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file numberFile Number: 001-33274
TRAVELCENTERS OF AMERICA LLCTravelCenters of America Inc.
(Exact Name of Registrant as Specified in Its Charter)
DelawareMaryland20-5701514
(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or organization)Organization)(I.R.S. Employer Identification No.)
24601 Center Ridge Road, Suite 200, Westlake, OH  44145-5639
(Address 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 classEach ClassTrading SymbolsName of each exchangeEach Exchange on which registeredWhich Registered
Shares of Common SharesStock, $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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No x
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 x    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x   No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Emerging growth company o
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 o    No x
The aggregate market value of the voting common shares of beneficial ownership, nocommon stock, $0.001 par value, or common shares,stock, of the registrant held by non-affiliates was $133.1$121.6 million based on the $4.10$18.10 closing price per share of common sharestock on The Nasdaq Stock Market LLC on June 30, 2017.28, 2019. For purposes of this calculation, an aggregate of 3,563,122685,234 shares of common sharesstock held directly by, or by affiliates of, the directors and the officers of the registrant, plus 3,420,000684,000 shares of common sharesstock held by HospitalityService Properties Trust, have been included in the number of shares of common sharesstock held by affiliates.
Number of the registrant's shares of common sharesstock outstanding as of February 27, 2018: 39,983,742.24, 2020: 8,306,579.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 20182020 Annual Meeting of ShareholdersStockholders to be filed pursuant to Regulation 14A, or our definitive Proxy Statement.



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References in this Annual Report on Form 10-K, or our Annual Report, to "TA," "TravelCenters," the "Company," "we," "us" and "our" include TravelCenters of America LLCInc. and our consolidated subsidiaries unless otherwise stated or the context indicates otherwise.
WARNING CONCERNING FORWARD LOOKING STATEMENTSWarning Concerning Forward-Looking Statements
THIS ANNUAL REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OFThis Annual 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,and other securities laws. Whenever we use words such as "believe," "EXPECT,"expect," "ANTICIPATE,"anticipate," "INTEND,"intend," "PLAN,"plan," "ESTIMATE,"estimate," "WILL,"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 AS A RESULT OF VARIOUS FACTORS. AMONG OTHERS, THE FORWARD LOOKING STATEMENTS THAT APPEAR IN THIS ANNUAL REPORT THAT MAY NOT OCCUR INCLUDE STATEMENTS THAT:"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 Annual Report that may not occur include statements that:
OUR OPERATING RESULTS FOR THE YEAR ENDED DECEMBEROur operating results for the year ended December 31, 2017, REFLECT INCREASES IN FUEL AND NONFUEL REVENUES AND NONFUEL GROSS MARGIN OVER THE SAME PERIOD LAST YEAR, WHICH MAY IMPLY THAT OUR FUEL AND NONFUEL REVENUES AND NONFUEL GROSS MARGIN ARE IMPROVING AND WILL CONTINUE TO IMPROVE. FUEL PRICES, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR FUEL AND NONFUEL REVENUES AND THE COSTS OF OUR NONFUEL PRODUCTS MAY INCREASE IN THE FUTURE BECAUSE OF INFLATION OR OTHER REASONS. IF FUEL PRICES OR FUEL OR NONFUEL SALES VOLUMES DECLINE, IF WE ARE NOT ABLE TO PASS INCREASED 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 FUEL AND NONFUEL REVENUES AND OUR NONFUEL GROSS MARGIN MAY DECLINE;2019, reflect certain improvements, such as increases in nonfuel revenues and fuel and nonfuel gross margin over the same period last year. This may imply that we will increase or maintain these improvements and that we will be profitable in the future. However, certain of these improvements resulted from unique items that may not occur in the future. In addition, customer demand and competitive conditions, among other factors, may significantly impact our nonfuel revenues and the costs of our fuel and nonfuel products may increase in the future because of inflation or other reasons. If fuel gross margin per gallon, or fuel or nonfuel sales volume, decline, if we are not able to pass increases in fuel or nonfuel costs to our customers or if our nonfuel sales mix changes in a manner that negatively impacts our nonfuel gross margin, our nonfuel revenues or our fuel and nonfuel gross margin may decline. In fact, since we became a public company in 2007, we have been able to produce only occasional profits and we have accumulated significant losses. We may be unable to produce future profits and our losses may increase;
WE EXPECT THAT LOCATIONS WE ACQUIRE WILL PRODUCE STABILIZED FINANCIAL RESULTS AFTER A PERIOD OF TIME FOLLOWING ACQUISITION. THIS STATEMENT MAY IMPLY THAT STABILIZATION OF OUR ACQUIRED SITES WILL OCCUR AS EXPECTED, AND IF SO, WILL GENERATE INCREASED OPERATING INCOME. HOWEVER, MANY OF THE LOCATIONS WE HAVE ACQUIRED OR MAY ACQUIRE IN THE FUTURE PRODUCED OPERATING RESULTS THAT CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL. ACCORDINGLY, OUR ACQUIRED LOCATIONS MAY NOT GENERATE INCREASED OPERATING INCOME OR IT MAY TAKE LONGER THAN WE EXPECT TO REALIZE ANY SUCH INCREASES;We expect that locations we acquire, develop or renovate will produce stabilized financial results after a period of time following acquisition, development or renovation. This statement may imply that stabilization of our acquired, developed or renovated sites will occur as expected, and if so, will generate increased operating income. However, many of the locations we have acquired or may acquire in the future produced operating results that caused the prior owners to exit these businesses. Our ability to operate these acquired, developed or renovated locations profitably depends upon many factors, some of which are beyond our control. Accordingly, these locations may not generate increased operating income or it may take longer than we expect to realize any such increases;
WE HAVE MADE ACQUISITIONS AND DEVELOPED NEW LOCATIONS, AND EXPECT THAT IN THE FUTURE WE MAY MAKE ACQUISITIONS AND DEVELOP NEW LOCATIONS. THESE STATEMENTS MAY IMPLY THAT ANY FUTURE ACQUISITIONS AND DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THESE COMPLETED ACQUISITIONS AND DEVELOPMENT PROJECTS WILL IMPROVE OUR FUTURE PROFITS. THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS THAT YIELD PROFITS, INCLUDING COMPETITION FROM OTHER BUYERS OR DEVELOPERS, OUR INABILITY TO NEGOTIATE ACCEPTABLE PURCHASE TERMS AND THE POSSIBILITY THAT WE MAY NEED TO USE OUR AVAILABLE FUNDS FOR OTHER PURPOSES OR MAY NOT BE ABLE TO OBTAIN CAPITAL FROM OTHER SOURCES. WE MAY DETERMINE TO DELAY OR NOT TO PROCEED WITH RENOVATIONS OR DEVELOPMENT PROJECTS. MOREOVER, MANAGING AND INTEGRATING ACQUIRED AND DEVELOPED LOCATIONS CAN BE DIFFICULT, TIME CONSUMING AND/OR MORE EXPENSIVE THAN ANTICIPATED AND INVOLVE RISKS OF FINANCIAL LOSSES. WE MAY NOT OPERATE OUR ACQUIRED OR DEVELOPED LOCATIONS AS PROFITABLY AS WE NOW EXPECT;We have made acquisitions and developed new locations, and we may make acquisitions and develop new locations in the future, including adding sites through franchising. Managing and integrating acquired, developed or franchised locations can be difficult, time consuming and/or more expensive than anticipated and involve risks of financial losses. 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;
WE PLAN TO CONTINUE TO INVEST IN EXISTING LOCATIONS AND MAY INVEST IN NEW LOCATIONS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT WE HAVE OR WILL HAVE SUFFICIENT CAPITAL TO MAKE THE INVESTMENTS WE HAVE IDENTIFIED AS WELL AS OTHER INVESTMENTS THAT WE HAVE NOT YET IDENTIFIED. HOWEVER, WE CANNOT BE SURE THAT WE WILL HAVE SUFFICIENT CAPITAL FOR SUCH INVESTMENTS. IN ADDITION, OUR GROWTH STRATEGIES AND BUSINESS REQUIRE REGULAR AND SUBSTANTIAL CAPITAL INVESTMENTS. WE ESTIMATE THAT DURING 2018 WE WILL MAKE SUSTAINING CAPITAL INVESTMENTS OF APPROXIMATELY $55.0 MILLION TO OUR EXISTING LOCATIONS, SOME OF WHICH IS EXPECTED TO BE OF THE TYPE OF IMPROVEMENTS WE TYPICALLY REQUEST HOSPITALITY PROPERTIES TRUST, OR HPT, PURCHASE FROM US, AND OUR CAPITAL EXPENDITURES PLAN FOR 2018We plan to continue to invest in existing locations and may invest in new locations. An implication of this statement may be that we have or will have sufficient capital to make the investments we have identified as well as other investments that we have not yet identified. However, we cannot be sure that we will have sufficient capital for such investments. In addition, our growth strategies and business require regular and substantial capital investments. Our capital expenditures plan for 2020 contemplates aggregate investments of approximately $118.9 million. The amount and timing of capital expenditures are often difficult to predict and may cost more than anticipated. Unanticipated projects that we may be required to undertake in the future (as a result of government programs or regulation, advances or changes made by our competition, demands of our customers, or for other reasons) may arise and cause us to spend more than currently anticipated. Some capital projects take more time to complete than anticipated. As a result of market conditions or other considerations, we may defer certain capital projects and any such deferrals may harm our business or require us to make larger capital expenditures in the future. Also, we may be unable to access reasonably priced capital to make such investments in the future;


CONTEMPLATES AGGREGATE INVESTMENTS OF APPROXIMATELY $150.0 MILLION AND SALES TO HPT OF IMPROVEMENTS TO SITES LEASED FROM HPT OF APPROXIMATELY $50.0 MILLION. THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT. SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED AND THE PROCEEDS FROM OUR SALES OF IMPROVEMENTS TO HPT, IF ANY, MAY BE LESS THAN ANTICIPATED. HPT IS NOT OBLIGATED TO PURCHASE IMPROVEMENTS FROM US. CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO UNDERTAKE IN THE FUTURE (AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, OR FOR OTHER REASONS) MAY ARISE AND CAUSE US TO SPEND MORE THAN CURRENTLY ANTICIPATED. SOME CAPITAL PROJECTS TAKE MORE TIME TO COMPLETE THAN ANTICIPATED. AS A RESULT OF MARKET CONDITIONS OR OTHER CONSIDERATIONS, WE MAY DEFER CERTAIN CAPITAL PROJECTS AND ANY SUCH DEFERRALS MAY HARM OUR BUSINESS OR REQUIRE US TO MAKE LARGER CAPITAL EXPENDITURES IN THE FUTURE. ALSO, WE MAY BE UNABLE TO ACCESS REASONABLY PRICED CAPITAL TO MAKE SUCH INVESTMENTS IN THE FUTURE;
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ON SEPTEMBER 11, 2017, THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR THE COURT, ISSUED A MEMORANDUM OPINION IN OUR LITIGATION AGAINST COMDATA INC.We expect to expand our network by entering into new franchise agreements and through acquisitions. These statements may imply that we expect increased cash flows. However, these franchise agreements are subject to conditions and these franchise agreements may not occur or may be delayed, and the terms of the arrangements may change. In addition, acquisition opportunities may not occur or may subject us to greater risks than anticipated;
We expect to realize increased sales from our truck service programs and have incurred costs to hire and train additional truck service personnel to support that planned increase in sales. Our truck services are subject to significant and increasing competition. We may not realize the increased sales from our truck services that we expect and any increased sales we may realize may not exceed the increased costs we incur;
We have a credit facility with a current maximum availability of $200.0 million, which we refer to as our Credit Facility. 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 December 31, 2019, based on our eligible collateral at that date, our borrowing and letter of credit availability was $111.0 million, of which we had used $18.1 million for outstanding letters of credit and $7.9 million for loan borrowings. 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 entered into a multi unit franchise agreement with IHOP Franchisor LLC, or IHOP, to rebrand and convert up to 94 of our full service restaurants to IHOP restaurants. However, we are only obligated to convert the initial 20 full service restaurants to IHOP, with the remaining conversions at our discretion. We may fail to convert those 20 initial restaurants and may determine not to convert some or all of the remaining 74 restaurants. The timing and costs for these conversions may exceed our expectations and we may fail to complete these conversions in accordance with the schedule, or at all. In addition, we may not realize the 20% return on investment we are anticipating and we may incur losses with respect to these conversions; and
We may finance or sell unencumbered real estate that we own. However, we do not know the extent to which we can monetize our existing unencumbered real estate or what the terms of any such financing or sale would be.
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 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;

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Most of our trucking company customers transact business with us by use of fuel cards issued by third party fuel card companies. Fuel card companies facilitate payments to us and charge us fees for these services. The fuel card industry has only two significant participants. We believe almost all trucking companies use only a single fuel card provider and have become increasingly dependent upon services provided by their respective fuel card provider to manage their fleets. Continued lack of competition among fuel card companies may result in future increases in our transaction fee expenses or working capital requirements, or both;
Our labor costs may continue to increase in response to business and market demands and conditions, business opportunities or pursuant to legal requirements;
The costs we have incurred and expect to incur to support our planned and expected growth of our business may exceed any increased revenue we may receive from this growth or result in our returns on these investments being less than we expect;
Fuel supply disruptions may occur, which may limit our ability to purchase fuel for resale;
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;
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 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, wars, outbreaks of so called pandemics 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 Service Properties Trust (formerly known as Hospitality Properties Trust), OR COMDATA, WHICH, AMONG OTHER THINGS, ENTITLES US TO AN ORDER REQUIRING COMDATA TO SPECIFICALLY PERFORM UNDER OUR MERCHANT AGREEMENT WITH COMDATA AND AWARDS DAMAGES TO US AND AGAINST COMDATA FOR THE DIFFERENCE BETWEEN THE HIGHER TRANSACTION FEES PAID BY US TO COMDATA SINCE FEBRUARY 1, 2017, AND WHAT WE SHOULD HAVE PAID UNDER THE MERCHANT AGREEMENT. THIS OPINION ALSO FOUND THAT THE MERCHANT AGREEMENT PROVIDES FOR AN AWARD OF REASONABLE ATTORNEYS' FEES AND COSTS TO US. WE AND COMDATA HAVE REACHED AGREEMENT ON THE AMOUNT OF EXCESS TRANSACTION FEES TO BE PAID TO US, AND COMDATA HAS PAID US THAT AMOUNT, BUT WE AND COMDATA HAVE NOT REACHED AN AGREEMENT ON WHEN FINAL JUDGMENT SHOULD ENTER IN THIS LITIGATION OR ON THE AMOUNT OF OUR ATTORNEYS' FEES AND OTHER COSTS THAT COMDATA SHOULD PAY US. THE COURT HAS NOT ISSUED ITS FINAL JUDGMENT AND THE COURT MAY NOT AWARD US SOME OR ALL OF OUR ATTORNEYS' FEES AND COSTS. FURTHERMORE, COMDATA MAY APPEAL THE COURT'S JUDGMENT AND THE COURT'S DECISION MAY BE REVERSED OR AMENDED UPON APPEAL. THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO OUR MANAGEMENT AND EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE;or SVC, the RMR Group LLC, or 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.
WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF $200.0 MILLION, WHICH WE REFER TO AS OUR CREDIT FACILITY. THE AVAILABILITY OF THIS MAXIMUM AMOUNT IS SUBJECT TO LIMITS BASED ON OUR QUALIFIED COLLATERAL, INCLUDING OUR ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORY, 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 DECEMBER 31, 2017, BASED ON OUR ELIGIBLE COLLATERAL AT THAT DATE, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS $112.7 MILLION, OF WHICH WE HAD USED $17.8 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 NEED OR WANT TO DO SO;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 under Part I, Item 1A. "Risk Factors" and elsewhere in this Annual Report.
WE EXPECT TO RECOGNIZE IN OUR FIRST QUARTER 2018 FINANCIAL STATEMENTS APPROXIMATELY $23.3 MILLION RELATED TO THE FEDERAL BIODIESEL TAX CREDIT THAT WAS RETROACTIVELY REINSTATED FOR 2017 IN LEGISLATION PASSED ON FEBRUARY 8, 2018. THIS STATEMENT MAY IMPLY THAT WE WILL RECOGNIZE INCREASED FUEL GROSS MARGIN OR AN INCREASE IN NET INCOME IN OUR FIRST QUARTER 2018 AND THROUGHOUT 2018. HOWEVER, FUEL PRICES, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR FUEL REVENUE AND THE COSTS OF OUR FUEL. IF FUEL PRICES OR FUEL VOLUMES DECLINE, IF WE ARE NOT ABLE TO PASS INCREASED FUEL COSTS TO OUR CUSTOMERS, OUR FUEL GROSS MARGIN OR OUR NET INCOME MAY DECLINE. IN ADDITION, WE MAY NOT RECOVER THE FULL AMOUNT OF REFUNDS OF 2017 PURCHASE PAYMENTS WE EXPECT FROM OUR SUPPLIERS. FURTHER, TO DATE, THE BIODIESEL TAX CREDIT HAS NOT BEEN REINSTATED FOR 2018 AND IT IS UNKNOWN WHETHER IT WILL BE REINSTATED AND, IF IT IS, WHEN THAT REINSTATEMENT MAY OCCUR AND BE EFFECTIVE;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.


WE MAY FINANCE OR SELL UNENCUMBERED REAL ESTATE THAT WE OWN. HOWEVER, WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE OR WHAT THE TERMS OF ANY SUCH SALE OR FINANCING WOULD BE;
IMPROVED OPERATING RESULTS, COST SAVINGS AND INCREASING GROSS MARGINS MAY IMPLY THAT WE WILL BE PROFITABLE IN THE FUTURE. IN FACT, SINCE WE BECAME A PUBLICLY OWNED COMPANY IN 2007, WE HAVE BEEN ABLE TO PRODUCE ONLY OCCASIONAL PROFITS AND WE HAVE ACCUMULATED SIGNIFICANT LOSSES. WE MAY BE UNABLE TO PRODUCE FUTURE PROFITS AND OUR LOSSES MAY INCREASE; AND
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WE EXPECT THAT OUR RESTAURANT RENOVATION, REBRANDING AND COST INITIATIVES WILL IMPROVE THE PROFITABILITY OF THE AFFECTED RESTAURANTS. HOWEVER, THE PROFITABILITY OF THOSE RESTAURANTS MAY NOT IMPROVE AND ANY IMPROVED PROFITABILITY THAT MAY BE REALIZED MAY NOT EXCEED THE COSTS WE INCURRED TO RENOVATE AND REBRAND THOSE RESTAURANTS.
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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 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, CONVENIENCE STORE 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 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;
ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;
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 A FEW SIGNIFICANT PARTICIPANTS. WE BELIEVE ALMOST ALL TRUCKING COMPANIES USE ONLY A SINGLE FUEL CARD PROVIDER AND HAVE BECOME INCREASINGLY DEPENDENT UPON SERVICES PROVIDED BY THEIR RESPECTIVE FUEL CARD PROVIDER TO MANAGE THEIR FLEETS. COMPETITION, OR LACK THEREOF, AMONG FUEL CARD COMPANIES MAY RESULT IN FUTURE INCREASES IN OUR TRANSACTION FEE EXPENSES OR WORKING CAPITAL REQUIREMENTS, OR BOTH;
FUEL SUPPLY DISRUPTIONS MAY OCCUR, WHICH MAY LIMIT OUR ABILITY TO PURCHASE FUEL FOR RESALE;

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;
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 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, WARS, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE 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 HPT, THE RMR GROUP LLC, AFFILIATES INSURANCE COMPANY AND OTHERS AFFILIATED WITH THEM, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH RELATED PARTIES MAY PRESENT A CONTRARY APPEARANCE 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 UNDER ITEM 1A. "RISK FACTORS" AND ELSEWHERE IN THIS ANNUAL REPORT.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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Table of Contents
PART I


Item 1. Business
Business Overview
TravelCenters of America LLC, whichInc. is a Maryland corporation. Prior to August 1, 2019, we refer towere organized as the Company or we, us and our, is a Delaware limited liability company. On August 1, 2019, in conjunction with our conversion from a Delaware limited liability company to a Maryland corporation, we assigned a $0.001 par value per share to our common stock and the excess over the par value has been classified as additional paid-in capital in our consolidated balance sheets. In addition, on August 1, 2019, we completed a reverse stock split of our outstanding shares of common stock pursuant to which every five shares of our issued and outstanding common stock were exchanged for one share of our common stock. The common stock information included within this Annual Report has been retrospectively adjusted to reflect the par value and the reverse stock split for all periods and dates presented. See Note 10 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our reverse stock split.
As of December 31, 2017,2019, we operated andor franchised 538306 travel centers, standalone convenience storestruck 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 on the basis of two separately reportable segments, travel centers and convenience stores. See Note 15 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our reportable segments. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.
As of December 31, 2017,2019, our business included 256261 travel centers in 4344 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, and the province of Ontario, Canada. Our travel centers included 178 locations operated primarily under the "TravelCenters of America" and "TA" brand names and 78 locations operated under theAmerica," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of our 256261 travel centers at December 31, 2017,2019, we owned 30,51, we leased 200,181, we operated two for a joint venture in which we ownowned a noncontrolling interest and 2427 were owned or leased from others by our franchisees. We operated 228232 of our travel centers and franchisees operated 2829 travel centers, including fourtwo we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants, or QSRs, and various customer amenities. We report this portion of our business as our travel center segment.
As of December 31, 2017,2019, our business included 233 convenience stores in 11 states in the United States. We operate our convenience storestwo standalone truck service facilities operated under the "Minit Mart""TA Truck Service" brand name. Of these 233 convenience stores at December 31, 2017, we owned 198,our two standalone truck service facilities, we leased 32one and we operated three for a joint venture in which we own a noncontrolling interest.owned one. Our convenience storesstandalone truck service facilities offer gasoline as well as a variety of nonfuel productsextensive maintenance and emergency repair and roadside services including coffee, groceries, some fresh foods, and, in many stores, a QSR and/or car wash. We report this portion of our business as our convenience store segment.to large trucks.
As of December 31, 2017,2019, our business included 4943 standalone restaurants in 1312 states in the United States operated primarily under the "Quaker Steak & Lube",Lube," or QSL, brand name. Of our 4943 standalone restaurants at December 31, 2017,2019, we operated 16 restaurants (six we owned, six,nine we leased nine,and one we operated one for a joint venture in which we ownowned a noncontrolling interestinterest) and 3327 were owned or leased from others and operated by our franchisees.
We report this portion ofmanage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because it facilitates our discussion of trends and operational initiatives within corporateour business and otherindustry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our segment information.operations.
As of December 31, 2017,2019, we employed approximately 14,43014,300 people on a full time basis and 8,5336,630 people on a part time basis at our travel centers, convenience storesstandalone truck service facilities and standalone restaurants and we employed an additional 914979 people in field management, corporate and other roles to support our locations. Thirty-twoForty-two of our employees at two travel centers are represented by unions.
Recent Significant Transactions
Sale of Convenience Stores Business
On December 5, 2018, we sold 225 convenience stores, one standalone restaurant and certain related assets, or the convenience stores business, for an aggregate sale price of $330.6 million. We received net proceeds of $319.9 million, after transaction related costs of $9.7 million and cash sold of $1.1 million, from this sale. In connection with the sale of our convenience stores business, we recognized a loss on disposal of $79.6 million and a goodwill impairment charge of $17.8 million during the year ended December 31, 2018.

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Lease Amendments and Travel Center Purchases
In January 2019, we acquired from SVC 20 travel centers we previously leased from SVC for $309.6 million, including $1.4 million of transaction related costs, and amended our existing leases with SVC such that:
the 20 purchased travel centers were removed from the applicable leases and our annual minimum rent was reduced by $43.1 million;
the term of each lease was extended by three years;
the amount of deferred rent obligation to be paid to SVC was reduced from $150.0 million to $70.5 million, payable in 16 equal quarterly installments, which commenced on April 1, 2019; and
commencing with the year ended December 31, 2020, we will be obligated to pay to SVC an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of the annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019.
The lease amendments are further described in Note 9 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report.
Our Growth Strategy
Since 2011, a significant component of ourOur growth strategy has been to acquireis focused on both extending our travel center network and develop additional locations. on expanding our scope of products and services as well as the customer segments we serve in a way that enhances and compliments our travel center product and service offerings.
We currently intend to continueextend our effortstravel center network by adding travel centers to selectively acquireour network through acquisitions, franchising and develop propertiesnew build development.
We also intend to expand our scope of products and businessesservices and to otherwise grow our business. We believe that in addition to growing our businesscustomer segments through our acquisitioninvestments of capital and development activities, we have opportunities to increase revenues and profits through continued investmenthuman resources in our existing properties andtruck service business, particularly our other business initiatives, such as our TA Truck Service programs further described below. Recent investments and improvements have included projects such as parking lot expansions, restaurant remodeling or rebranding, construction of additional truck repair bays, the installation of additional QSR offerings, installation of car washes, installation of diesel exhaust fluid, or DEF, dispensers, installation of biodiesel blending equipment, and the expansion of our Reserve-It!® parking, RoadSquad®, RoadSquad OnSite®TechOn-Site® and TA Commercial Tire Network™ offerings.programs. Each of these programs, as further described below under the heading "Operations - TA Truck Service," can service our traditional long haul trucking customers as well as other truck owner customers we historically have not served.
Our recent franchising, development and acquisition activities are summarized as follows:
Travel Centers. During the period 2011 through 2017,three years ended December 31, 2019, we acquired developed and franchised 46five travel centers 228 convenience stores and 49 standalone restaurants and have invested an aggregate of $912.0 million to develop, purchase and improve these locations.

Travel centers. Since 2011, we acquired 38 travel centers in a number of acquisition transactionsfrom our former franchisees for an aggregate investment of $328.9$31.9 million, including costs of renovations. In 2016 we completed construction of three travel centers and in 2017, we completed the construction of an additional travel center. These four new travel centers werecenter, which was developed on land we owned, for an aggregate investment of $97.0$32.2 million and werethat was subsequently sold to, and leased back from, HPT. In 2011SVC.
During the three years ended December 31, 2019, we entered into franchise agreements covering 12 travel centers to be operated under our TA Express and 2016 we added three and one newTA brand names; four of these franchised travel centers respectively, with a new franchisee.
Convenience stores. In 2013, 2015 and 2016, we acquired 31, 168 and 29 convenience stores, respectively, in a number of acquisition transactions for an aggregate investment of $443.4 million, including costs of renovations.
Standalone restaurants. In 2015 and 2016 we acquired one and 48 standalone restaurants, respectively, 39 of which were owned and operated by franchisees, and in 2017 we acquired six standalone restaurants frombegan operations under one of our travel center brands during the year ended December 31, 2019, two began operations in the 2020 first quarter to date and we anticipate six franchised travel centers to begin operations by the end of 2020. In addition, we have entered into an agreement with one of these franchisees for an aggregate investment of $42.7 million, including costs of renovations.pursuant to which we expect to add two additional franchised travel centers to our network, one within five years and the other within 10 years.
Typical improvements we make at acquired travel centers include adding truck repair facilities and nationally branded QSRs, paving parking lots, rebranding travel stores to the Minit Mart brand, rebranding gasoline offerings, replacing outdated fuel dispensers, installing diesel exhaust fluid, or DEF, dispensing systems, changing signage, installing point of sale and other information technology, or IT, systems and general building and cosmetic upgrades. The cost of capital improvements to recently purchased travel centers and the development of new travel centers are often substantial and require a long period of time to plan, design, permit and complete; and, after being completed, the improved, or new, travel centers require a period of time to become part of our customers' supply networks and produce stabilized financial results. We estimate that the travel centers we acquire or develop generally will reach financial stabilization approximately three years after completion of improvements or development, but actual results can vary widely from this estimate due to many factors, some of which are outside our control, and there canwe cannot be no assurancesure that acquired or developed locations will operate profitably.
Typical improvements
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On October 28, 2019, we makeentered into a multi unit franchise agreement with IHOP in which we agreed to rebrand and convert up to 94 of our full service restaurants to IHOP restaurants over the next five years, or the IHOP Agreement. Of the 94, we are obligated to convert the initial 20 full service restaurants to IHOP restaurants, with the remaining conversions at acquired convenience stores include rebrandingour discretion. We currently operate these full service restaurants under our Iron Skillet or Country Pride brand names. Pursuant to the Minit MartIHOP Agreement, we have agreed to, among other things, rebrand 15 full service restaurants by the end of 2020, 20 full service restaurants in each of 2021, 2022 and 2023 and 19 full service restaurants in 2024. The average investment per site to rebrand these restaurants is expected to be approximately $1.1 million and we anticipate a return on our investment of approximately 20%.
Standalone Restaurants. During the three years ended December 31, 2019, we acquired eight standalone restaurants from former franchisees for an aggregate investment, including costs of renovations, of $8.3 million. In addition, during the three years ended December 31, 2019, one standalone restaurant was developed by a joint venture in which we own a noncontrolling interest.
During the three years ended December 31, 2019, we entered into franchise agreements covering seven restaurants to be operated under the QSL brand adding QSRs, rebranding gasoline offeringsname; three of these franchised restaurants began operations during the year ended December 31, 2019, and correcting deferred maintenance. Improvementswe anticipate the remaining four restaurants will be added to our convenience stores requirenetwork by the end of the 2020 third quarter.
Other Acquisitions. During the three years ended December 31, 2019, we acquired a periodtire retread facility that is part of timethe Goodyear Authorized Retread Network and opened one standalone truck service facility for a total investment of $4.6 million, including costs of renovations and equipment.
We currently have a contract in place for the purchase of a parcel of land for $1.4 million (expected to plan, design, permit and complete, often followedclose by the end of the 2020 second quarter) on which we, or one of our franchisees, plans to develop a period of time for integration into our operations. We estimate that the convenience stores that we acquire will generally reach financial stabilization approximately one year after completion of improvements, but the actual results can vary widely from the estimate due to many factors, some of which are outside our control, and there can be no assurance that acquired locations will operate profitably.TA Express branded travel center.
See Note 23 to the Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report for more information about our acquisitions during 2017, 20162019 and 2015.2018.
Our Travel Center and Convenience Store Locations
Travel Centers
Our typical TA or Petro branded travel center includes:
over 2625 acres of land with parking for approximately 200 tractor trailers and 100 cars;
a full service restaurant and one or more QSRs that we operate as a franchisee under various brands;
a truck repair facility and parts store;shop;
multiple diesel and gasoline fueling points, including DEF at the diesel lanes; and
a travel store, game room, lounge and other amenities for professional truck drivers and motorists.
Our typical TA Express branded travel center includes:
approximately 10 acres of land with parking for approximately 60 tractor trailers and 50 cars;
one or more QSRs that we operate as a franchisee under various brands;
multiple diesel, gasoline and DEF fueling points; and
a travel store and other amenities for professional truck drivers and motorists.
Substantially all of our travel centers are full service sites located on or near an interstate highway exit and offer fuel and nonfuel products and services 24 hours per day, 365 days per year.
Our travel center locations offer a broad range of products and services designed to appeal to our customers, including:
Fuel. We sell unbranded diesel fuel at separate truck fueling lanes and we sell gasoline and diesel fuel at motorist fuel islands. As of December 31, 2017,2019, we offered branded gasoline at 239at 249 of our 256 locations and unbranded gasoline at sixseven of our travel centers operated by our franchisees.
Diesel Exhaust Fluid. DEF is an additive that is required by most truck engines manufactured after 2010. As of December 31, 2017,2019, we offered DEF from dispensers on the diesel fueling island at 254256 of our travel centers.
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Full Service Restaurants and QSRs. Quick Service Restaurants. Most of our TA and Petro branded travel centers have both full service restaurants and QSRs and our TA Express branded travel centers have one or more QSRs that offer customers a wide variety of nationally recognized branded food choices. The substantial majority of our full service restaurants within travel centers are operated under our Iron Skillet® and Country Pride® brands and offer menu table service and buffets. At certain travel centers we have converted the full service restaurant to a franchised brand, such as Fuddruckers®IHOP®, Black Bear Diner®, Fuddruckers® and Bob Evans®. We are in the process of rebranding up to 94 of our full service restaurants currently operated under the Iron Skillet® and Country Pride® brand names to IHOP®. We also operate approximately 3744 different brands of QSRs, including Popeye's Chicken & Biscuits®, Subway®, Burger King®, Taco Bell®, Burger King®, Pizza Hut®, Dunkin' Donuts®, and Starbuck's Coffee® and Arby's®. As of December 31, 2017,2019, approximately 197193 of our travel centers included a full service restaurant, approximately 211180 of our travel centers offered at least one QSR and there were a total of approximately 442443 QSRs in our 256261 travel centers.
Truck Service. Most of our travel centers have truck repair and maintenance facilities. Our 244 truck repair and maintenance facilities typically have between two and eight service bays and are staffed by service technicians employed by us or our franchisees. These shops generally operate 24 hours per day, 365 days per year and offer extensive maintenance and emergency repair and road services, ranging from basic services such as oil changes, wheel alignments and tire repair to specialty services such as diagnostics and repair of air conditioning, brakes and electrical systems and diesel filter cleaning. Our repair and maintenance services are generally covered by our warranty. Most of our truck repair and maintenance facilities provide some warranty work on Daimler Trucks North America, or Daimler, brand trucks through our participation in the Freightliner ServicePoint® and Western Star ServicePoint® programs, as described under the heading "Operations - Daimler Agreement" below. In addition to work we perform at our facilities, we also provide roadside emergency truck repair, call center and off site truck repair and maintenance services, as described under the heading "TA"Operations - TA Truck Service" below.
Travel Stores. Travel stores located at our travel centers typically have a selection of over 4,7005,000 items, including packaged food and snack items, beverages, non-prescription drug and beauty supplies, batteries, automobile accessories, and music and video products. Each travel store also has a "to go" bar offering fresh brewed coffee, hot dogs, prepared sandwiches and other prepared foods. The travel stores in our travel centers also sell items specifically designed for the truck driver's "on the road" lifestyle, including laundry supplies, clothing, truck accessories and a variety of electronics. In 2015, we began to use Minit Mart branding at the travel stores in our travel centers; as of December 31, 2017, 67 travel centers included Minit Mart signage and branding elements, 20 of which were completed during 2017.
Parking.Parking. Our travel centers offer the Reserve-It!® parking program, which allows drivers to reserve for a fee a parking space in advance of arriving at a travel center. As of December 31, 2017,2019, we offered Reserve-It!® parking at 240247 of our travel centers and we had deployeddedicated a total of approximately 5,135 reserved6,500 parking spaces.spaces for this program. These reserved parking spaces comprise an average percentage of the total parking spaces per site of approximately 11%16%.
Additional Driver Services. We believe that trucking fleets can improve the retention and recruitment of truck drivers by directing them to visit large, high quality, full service travel centers with plentiful overnight parking. We offer commercial trucker and other customer loyalty programs, the principal program being the UltraOne® Club,Program, that are similar to the frequent shopper programs offered by other retailers. Drivers receive points for diesel fuel purchases and for spending on selected nonfuel products and services. These points may be redeemed for discounts on nonfuel products and services at our travel centers. In addition, we publish a magazine called RoadKing® which includes articles and advertising of interest to professional truck drivers. Some of our travel centers offer casino gaming. We strive to provide a consistently high level of service and amenities to professional truck drivers at all of our travel centers, making our travel centers an attractive choice for trucking fleets. Most of our travel centers provide truck drivers the amenities listed below:
specialized business services, including an information center where drivers can send and receive faxes, overnight mail and other communications;
a banking desk where drivers can cash checks and receive funds transfers from fleet operators;
wi-fi internet access;
a laundry area with washers and dryers;
private showers;
free exercise facilities; and

areas designated for truck drivers only, including a theater or big screen television room with a video player and comfortable seating.
Convenience Stores
Our typical convenience store includes:
approximately six fueling positions;
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approximately 3,800 square feet
Table of interior space;Contents
at least one QSR offering; and
various nonfuel offerings such as coffee, groceries, fresh foods and beer/liquor.
The majority of our convenience stores are open 24 hours per day, 365 days per year.
Our convenience store locations offer a broad range of products and services designed to appeal to our customers, including:
Fuel. We sell branded gasoline and unbranded diesel fuel at our convenience stores. As of December 31, 2017, we offered branded gasoline at nearly all of our 233 convenience stores and offered unbranded diesel fuel at 155 of our convenience stores.
Nonfuel Offerings. Our convenience stores generally have a selection of over 3,100 items, including packaged food and snack items, beverages, beer and wine, tobacco products, non-prescription drug and beauty supplies, batteries and automobile accessories. Each convenience store also has a "to go" bar offering fresh brewed coffee, fountain drinks, hot dogs, prepared sandwiches and other prepared foods. As of December 31, 2017, 83 of our convenience stores also offered car washes.
QSRs. Many of our convenience stores have a nationally recognized branded QSR. We operate 27 different brands of QSRs at our convenience stores, including O'Deli's Subs®, Godfather's Pizza®, Subway®, Hot Stuff Pizza® and Hunt Brothers Pizza®. As of December 31, 2017, 130 of our convenience stores offered at least one QSR and there were a total of 227 QSRs in our 233 convenience stores.
TA Truck Service
In addition to the truck repair and maintenance services provided at our travel centers, we also provide customers a wide variety of "off site" repair and maintenance services, as described below.
RoadSquad® is a roadside truck service program that operates 24 hours per day, seven days per week. As of December 31, 2017, this program included a fleet of approximately 570 heavy duty professionally maintained emergency vehicles equipped with GPS technology at our travel center and other sites and third party roadside service providers in 50 U.S. states and one Canadian province with a total of approximately 1,570 locations. We centrally dispatch our service trucks and third party service providers from our call center to assist customers with comprehensive repair services when they are unable to bring their trucks to our travel centers due to a break down. We also provide outsourced call center services to trucking fleets and other truck owners in place of their internal call centers, which customers may use on a full-time basis or for only a portion of a day or on certain days of the week.
RoadSquad OnSite® offers truck and trailer mobile maintenance and repair services performed by certified technicians at customer facilities, with a fleet of approximately 135 trucks in service as of December 31, 2017. RoadSquad OnSite® is designed to be a "bay on wheels" fully stocked with standard and specialty parts and state of the art technology that offers various services such as pre-trip truck inspections, U.S. Department of Transportation required inspections, tire repair and replacement, marker light operation checks, brake inspections, truck refurbishings and complete lubrication services.
TA Commercial Tire Network™ is a commercial tire program that began in late 2016 through which we sell a variety of branded tires at our truck repair and maintenance facilities, on customers' lots, distribution centers, through direct sales and under tire manufacturers' national fleet account programs. We believe the TA Commercial Tire Network™ is the most comprehensive commercial tire purchasing, monitoring and maintenance program in the United States.

Operations
Our travel centers and convenience stores offer certain similar products and services, and utilize some of the same suppliers, as discussed further below.
Fuel. We sell fuel to our customers at prices that we establish daily or are indexed to market prices and reset daily. For the year ended December 31, 2017,2019, diesel fuel and gasoline revenuerevenues represented approximately 75%85.1% and 25%14.9%, respectively, of our total fuel revenue.revenues. For the year ended December 31, 2017,2019, approximately 78%86.4% of our diesel fuel volume was sold at discounts to posted prices under pricing arrangements with fleet customers. We have numerous sources for our diesel fuel and gasoline supply, including nearly all of the large oil companies operating in the United States. We purchase diesel fuel from various suppliers at rates that fluctuate with market prices and generally are reset daily. By establishing diesel fuel supply relationships with several alternate suppliers for most locations, we believe we are able to effectively create competition for our purchases among various diesel fuel suppliers. We also believe that purchasing arrangements with multiple diesel fuel suppliers may help us avoid product outages during times of diesel fuel supply disruptions. At some locations, however, there are few suppliers for diesel fuel in that market and we may have only one viable supplier. Generally we have single sources of supply for gasoline at each of our locations. We offer biodiesel at a number of our travel centers and have a limited number of suppliers for this product at those sites.
A large majority of truck drivers use a payment method known as truck "fuel cards," which allowscards" that allow truck drivers to purchase fuel and other goods and services, and permits trucking companies to track fuel and other purchases made by their drivers throughout the United States. Most of our trucking customers transact business with us by use of fuel cards, most of which are issued by third party fuel card companies. The fuel card industry has only two significant participants, FleetCor Technologies, Inc., the parent of Comdata Inc., or Comdata, and its subsidiaries, or FleetCor, and WEX Inc., and its subsidiaries, or WEX. Also, we have a joint venture with Love's Travel Stops and Country Stores, Inc., or Love's, in which we both own a 50% interest in QuikQ LLC, or QuikQ, an independent full-service fuel payment solutions provider, which is currently used by a limited number of our trucking customers. We believe almost all trucking companies use only a single fuel card provider and have become increasingly dependent upon the data, reports and other services provided by their respective sole fuel card provider to manage their fleets and simplify their data processing.
Generally, our fuel purchases are delivered directly from suppliers' terminals to our locations. We generallylocations and we do not contract to purchase substantial quantities of fuel to hold as inventory. We generally have only a few days of diesel fuel and gasoline inventory at our travel centers and convenience stores.centers. We believe our exposure to market price increases for diesel fuel and gasoline is partially mitigated by the significant amount of our diesel fuel and gasoline sales that are sold under arrangements that include pricing formulae that reset daily and are indexed to market prices and by us generally not purchasing fuel for delivery other than on the date of purchase. We historically have not engaged in any fixed or hedged price fuel contracts.
Nonfuel Products. We have many sources for the large variety of nonfuel products that we sell. We have developed supply relationships with several suppliers of certain nonfuel products, including Daimler for truck parts, Bridgestone Corporation, Continental AG, Cooper Tire and Rubber Company, Goodyear Tire and Rubber Company, Michelin North America, Inc. and Yokohama Tire Corporation for truck tires, McLaneCore-Mark Holding Company Inc. for tobacco and other travel and convenience store and tobaccostores products, U.S. Foods for restaurant food products and ExxonMobil Oil Corporation, and Equilon Enterprises LLC doing business as Shell Oil Products U.S., or Shell, and Chevron Corporation for lubricants. We maintain two distribution centers to distribute certain nonfuel and nonperishable products to our locations using a combination of contract carriers and our fleet of trucks and trailers. We believe these distribution centers allow us to purchase, maintain and transport inventory and supplies at lower costs.
TA Truck Service. In addition to the truck repair and maintenance services provided at our travel centers, we also provide customers a wide variety of "off site" repair and maintenance services, as described below.
RoadSquad® is a roadside truck service program that operates 24 hours per day, seven days per week. As of December 31, 2019, this program included a fleet of approximately 604 heavy duty professionally maintained emergency vehicles equipped with GPS technology at our travel centers and other sites and third party roadside service providers in 50 U.S. states, one U.S. territory and 12 Canadian provinces with a total of approximately 1,835 locations. We centrally dispatch our service trucks and third party service providers from our call center to assist customers with comprehensive repair services when they are unable to bring their trucks to our travel centers due to a break down. We also provide outsourced call center services to trucking fleets and other truck owners in place of their internal call centers, which customers may use on a full time basis or for only a portion of a day, on certain days of the week or for certain designated periods. As of December 31, 2019, we provided outsourced call center services to 103 customers, including 63 on a full time basis.
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TechOn-Site® offers truck and trailer mobile maintenance and repair services performed by certified technicians at customer facilities, with a fleet of approximately 234 trucks in service as of December 31, 2019. TechOn-Site® is designed to be a "bay on wheels" fully stocked with standard and specialty parts and state of the art technology that offers various services such as pre-trip truck inspections, U.S. Department of Transportation required inspections, tire repair and replacement, electric systems checks, brake inspections, truck refurbishings and complete lubrication services.
TA Commercial Tire Network™ is a commercial tire program we began in late 2016 through which we sell a variety of branded tires at our truck repair and maintenance facilities, on customers' lots, distribution centers, through direct sales and under tire manufacturers' national fleet account programs. The TA Commercial Tire Network™ includes a tire retread facility that is part of the Goodyear Authorized Retread Network, providing a full line of Goodyear commercial tire retread products to fleets, local industries and tire dealers within a 150 mile radius of its location in Bowling Green, Ohio. Many of our truck service facilities have access to the retread tires produced at this plant. We believe the TA Commercial Tire Network™ is the most comprehensive commercial tire purchasing, monitoring and maintenance program in the United States.
Daimler Agreement.Agreement. We are party to an agreement with Daimler that extends to July 2019.Daimler. Daimler is athe leading manufacturer of large trucks and truck engines in North America under the Freightliner, Western Star and Detroit Diesel brand names. Except for locations in Texas, our TA and Petro truck repair and maintenance facilities are authorized providers of repair work and specified warranty repairs to Daimler's customers. This is accomplished through the Freightliner ServicePoint® program at TA locations and through the Freightliner and/or Western Star ServicePoint® programs at our Petro locations. Our TA and Petro truck maintenance and repair facilities are also part of Freightliner's 24 hour customer assistance database for emergency and roadside repair referrals and we have access generally to Daimler's parts distribution, service and technical information systems.

Competition
Travel Centers
Fuel and nonfuel products and services can be obtained by trucking companies and truck drivers from a variety of sources, including national and regional full service travel centers and pumper only truck stops, some of which are owned or franchised by large chains and some of which are independently owned and operated, and some large service stations. In addition, some trucking companies operate their own terminals to provide fuel and services to their own trucking fleets and drivers. Some of our competitors may have more resources than we do and vertically integrated fuel and other businesses which may provide them competitive advantages. For all of these reasons and others, we can provide no assurance that we will be able to compete successfully.
We believe that although the travel center and truck stop industry is highly fragmented, with approximately 6,4006,200 travel centers and truck stops in the United States, the largest trucking fleets tend to purchase the majority of their fuel from us and our two largest competitors. We believe that large trucking fleets and long haul trucking fleets tend to purchase the large majority of their fuel at the approximately 1,9002,800 travel centers and truck stops that are located at or near U.S. interstate highway exits. Based on the number of locations, TA, Pilot Travel Centers LLC, or Pilot, Love's and Love's Travel Stops and Country Stores, Inc., or Love's,TA are the three largest companies focused principally on the travel center industry. We believe that, during 2017,2019, both of our principal competitors, Pilot and Love's, added significantly more travel centers to their networks than we added to our network, and in some cases competition from new sites added by Pilot and Love's has negatively impacted our unit results. Nevertheless, we believe we are able to compete successfully in part because many of our travel centers were originally developed years ago when prime real estate locations along the U.S. interstate highway system were more readily available than they are today, which we believe would make it difficult to fully replicate our travel center business, and also in part because of our full service offerings and larger locations that are not often replicated by our principal competitors.
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We compete with other travel center and truck stop chains based primarily on diesel fuel prices and the quality, variety and pricing of our nonfuel products, services and amenities. Our truck repair and maintenance facilities compete with other providers of truck repair and maintenance facilities, including some at Pilot and Love's locations. These two competitors have increased their respective numbers of truck repair and maintenance facilities and service offerings over the past few years. For truck maintenance and repair services, we also compete with regional full service travel center and smaller truck stop chains, full service independently owned and operated travel centers and truck stops, fleet maintenance terminals, independent garages, truck and commercial tire dealerships, truck quick lube facilities and other parts and service centers. We also compete with other full service restaurants, QSRs, mass merchandisers, electronics stores, drugstores, gasoline stations and convenience stores. Some truck fleets own their own fuel and repair and maintenance facilities; however, we believe the long term trend has been toward a reduction in these facilities in favor of obtaining fuel and repair and maintenance services from third parties like us. We believe that we are able to compete successfully because we offer consistent, high quality products and services, and our nationwide travel centers provide an advantage to large trucking fleets, particularly long haul trucking fleets, by enabling them to (i) take advantage of efficiencies afforded by the wide array of products and services our travel centers provide for their equipment and their drivers and (ii) reduce the number of their suppliers by routing their trucks through our travel centers nationwide.
An additional source of competition in the future could result from commercialization of state owned interstate highway rest areas. Some state governments have historically requested that the federal government allow these rest areas to offer fuel and nonfuel products and services similar to that offered at a travel center and certain congressional leaders have historically supported such legislation. If commercialized, these rest areas may increase the number of locations competing with us and these rest areas may have significant competitive advantages over existing travel centers, including ours, because they are generally located on restricted (i.e., toll) roads and have dedicated ingress and egress.

Convenience Stores
The convenience store industry In April 2019, the Trump administration, or the Administration, agreed to a $2.0 trillion infrastructure plan that contains, among other things, a proposal for rest area commercialization. While it is highly competitive with ease of entry and constant changes inuncertain the number and types of retailers offering products and services similarAdministration's proposal will find sufficient Congressional support to those we offer. Fuel, food, including prepared foods, and nonfood items similar or identicalbe enacted, if enacted as proposed, the Administration's plans are likely to those sold by us are generally available from various competitors in the communities we serve, including other convenience store chains, independent convenience store operators, supermarkets, drug stores, discount clubs, motor fuel service stations, discount retail chains or independent stores, fast food operations, gasoline stations and other retail stores. We believeadversely affect our stores compete principally with local grocery stores, restaurants, larger gasoline stations offering a more limited selection of grocery and food items for sale and other convenience stores. As of December 31, 2017, the U.S. convenience store industry consisted of approximately 155,000 convenience stores. Based on the number of our locations, including the convenience store operations within our travel centers, we believe we currently are one of the 20 largest convenience store operators in the convenience store industry.business, possibly significantly.
Our Leases with HPTSVC
We have five leases with Hospitality Properties Trust, or HPT;SVC, four leases for an aggregate of 159 properties,which we refer to as the TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the SVC Leases.
SVC Leases. Pursuant to the SVC Leases, we lease 144 properties under the TA Leases and a fifth lease for 40 travel center35 properties which we refer to asunder the Petro Lease. We refer to the four TA Leases and the Petro Lease collectively as the HPT Leases. One of our subsidiaries is a tenant under the leases, and we, and in the case of our TA Leases certain of our subsidiaries, guarantee the tenants'tenant's obligations under the leases. The following is a summary of the material terms of these leases, as amended.
Term. The TA Leases expire on December 31, 2026, 2028, 2029, 2031, 2032 and 2030,2033, respectively. The Petro Lease expires on June 30, 2032.2035. We may extend each of these leases for up to two additional periods of 15 years.
Annual Minimum Rent. As of December 31, 2017, the HPT Leases required us to pay2019, our aggregate annual minimum rent payable to HPT in an amount of $282.3 million per year.SVC under the SVC Leases was $243.9 million. We may request that HPTSVC purchase approved renovations, improvements and equipment additions we make at the leased properties, in return for an increase in our annual minimum annual rent equal to the amount paid by HPT timesSVC multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. HPTSVC is not required to purchase any improvements and we are not required to sell any improvements to HPT.SVC. During the year ended December 31, 2018, we sold to SVC $56.3 million of improvements we made to properties leased from SVC. During the year ended December 31, 2019, we did not sell to SVC any improvements we made to properties leased from SVC.
Percentage Rent. Under the HPTSVC Leases, we incur percentage rent payable to HPT.SVC. The percentage rent is 3%3.0% of the excess of nonfuel revenues for any particular year over the percentage rent base year amount. HPT had agreedBeginning with the year ended December 31, 2020, the percentage rent payable by us to waive paymentSVC will increase by an amount equal to one-half percent (0.5%) of the first $2.5 millionexcess of percentage rent that may become due under our Petro Lease, and as of June 30, 2016, HPT had waived, in aggregate, all ofannual nonfuel revenues at leased sites over the $2.5 million of percentage rent to be waived.nonfuel revenues for each respective site for the year ending December 31, 2019.
Deferred Rent. We oweUnder the SVC Leases, we owed deferred rent to HPTSVC in an aggregate amount of $150.0$70.5 million, which became payable in 16 equal quarterly installments beginning April 1, 2019. The total amount of which $42.9 million, $29.3 million, $29.1 million, $27.4 million and $21.2 million will be due and payable on June 30, 2024, anddeferred rent outstanding as of December 31, 2026, 2028, 2029 and 2030, respectively.2019, was $57.2 million. Interest does not accrue on this deferred rent obligation, subject to exceptions. This deferred rent obligation may be accelerated by HPTSVC and become due on an earlier date and interest shall begin to accrue thereon upon the occurrence of certain events, including a change of control inof us.
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Maintenance and Alterations. We must maintain, at our expense, the leased properties, including maintenance of structural and non-structural components. At the end of each lease we must surrender the leased properties in substantially the same condition as existed at the commencement of the lease subject to any permitted alterations and reasonable wear and tear.
Assignment and Subletting. HPT's SVC's consent is required for any direct or indirect assignment or sublease of any of the leased properties. We remain liable under the leases for subleased properties.
Indemnification and Insurance. With limited exceptions, we indemnify HPTSVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties. We generally must maintain commercially reasonable insurance. Our insurance coverage requirements include:
property insurance in an amount equal to the full replacement cost of at risk improvements at our leased properties;
business interruption insurance;
general liability insurance, including bodily injury and property damage, in amounts that are generally maintained by companies operating travel centers;
flood insurance for any property located in whole or in part in a flood plain;

workers' compensation insurance if required by law; and
such additional insurance as may be generally maintained by companies operating travel centers, including certain environmental insurance.
The HPTSVC Leases generally require that HPTSVC be named as an additional insured under our insurance policies.
Damage, Destruction or Condemnation. If any leased property is damaged by fire or other casualty or taken by eminent domain, we are generally obligated to rebuild. If the leased property cannot be restored, (a) HPTSVC will generally receive all insurance or taking proceeds, (b) in the case of a casualty loss, we are liable to HPTSVC for any deductible or difference between the replacement cost and the amount of any insurance proceeds, and (c) the annual minimum rent will be reduced by (i) in the case of the TA Leases, at HPT'sSVC's option, either 8.5% of the net proceeds paid to HPTSVC or the fair market rental of the damaged, destroyed or condemned property, or portion thereof, as of the commencement date of the TA Leases; (ii) in the case of a casualty loss under the Petro Lease, 8.5% of the net proceeds paid to HPTSVC plus the fair market value of the land; and (iii) in the case of a taking under the Petro Lease, 8.5% of the amount of the net proceeds paid to HPT.SVC.
Events of Default. Events of default under each lease include the following:
our failure to pay rent or any other amounts when due;
our failure to maintain the insurance required under the lease;
the occurrence of certain events with respect to our insolvency;
the institution of a proceeding for our bankruptcy or dissolution;
our failure to continuously operate any leased properties without HPT'sSVC's consent;
the acquisition by any person or group of beneficial ownership of 9.8% or more of our voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors; the sale of a material part of the assets of us or any such tenant or guarantor; or the cessation of certain continuing directors constituting a majority of the board of directors of us or any such tenant or guarantor; in each case without the consent of HPT;SVC;
our default under any indebtedness of $10.0 million or more for the TA Leases, or $20.0 million or more for the Petro Lease, that gives the holder the right to accelerate the maturity of the indebtedness; and
our failure to perform certain other covenants or agreements of the lease and the continuance thereof for a specified period of time after written notice.
Remedies. Following the occurrence of any event of default, each lease provides that, among other things, HPTSVC may, to the extent legally permitted:
accelerate the rent;
terminate the lease; and/or
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make any payment or perform any act required to be performed by us under the lease and receive from us, on demand, an amount equal to the amount so expended by HPTSVC plus interest.
We are also obligated to reimburse HPTSVC for all costs and expenses incurred in connection with any exercise of the foregoing remedies.
Lease Subordination. Each lease may be subordinated to any mortgages of the leased properties by HPT,SVC, but HPTSVC is required to obtain nondisturbance agreements for our benefit.
Financing Limitations; Security. Without HPT'sSVC's prior written consent, our tenant subsidiaries may not incur debt secured by any of their assets used in the operation of the leased properties; provided, however, our tenant subsidiaries may incur purchase money debt to acquire assets used in these operations and we may encumber such assets to obtain a line of credit secured by our tenant subsidiaries' receivables, inventory or certain other assets used in these operations.

Lease Termination. When a lease terminates, any equipment, furniture, fixtures, inventory and supplies at the leased properties that we own may be purchased by HPTSVC at its then fair market value. Also at termination of the TA Leases, HPTSVC has the right to license any of our software used in the operation of the leased properties at its then fair market value and to offer employment to employees at the leased properties; and under the HPTSVC Leases we have agreed to cooperate in the transfer of permits, agreements and the like necessary for the operation of the leased properties.
Territorial Restrictions. Under the terms of each lease, without the consent of HPT,SVC, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPTSVC is located.
Right of First Refusal. We have granted to HPTSVC in the HPTSVC Leases a right of first refusal to acquire or finance certain properties that we determine to acquire.
Non-Economic Properties. If during a lease term the continued operation of any leased property becomes non-economic in our reasonable determination and we and HPTSVC cannot agree on an alternative use for the property, we may offer that property for sale, including the sale of HPT'sSVC's interest in the property, free and clear of our leasehold interests. No sale of a property leased from HPT,SVC, however, may be completed without HPT'sSVC's consent. In the event we obtain a bona-fide offer to purchase the property and HPTSVC consents to the sale, the net sale proceeds received will be paid to HPT,SVC, exclusive of amounts associated with our personal property, which we can elect to sell to the buyers or keep, and the annual minimum rent payable shall be reduced. In the case of the TA Leases, this rent reduction will be, at HPT'sSVC's option, either the amount of such proceeds times 8.5% or the fair market rental for such property as of the commencement date of the lease; in the case of the Petro Lease, this reduction will be the amount of such proceeds times 8.5%. If we obtain a bona-fide offer to purchase the property but HPTSVC does not consent to the sale of the property, that property will no longer be part of the lease and the annual minimum rent will be reduced as if the sale had been completed at the amount offered. No more than a total of 15 properties subject to the TA Leases and no more than five properties subject to the Petro Lease may be offered for sale as non-economic properties during the applicable lease term.
Arbitration. Our leases with HPTSVC also include arbitration provisions for the resolution of disputes, claims and controversies.
See Note 79 to the Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report for more information about the terms of the HPTSVC Leases and related amounts.


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Relationships with Franchisees
We have lease and franchise agreements with lessees and owners of travel centers and standalone restaurants. We collect rent and franchise, royalty, advertising and other fees under these agreements. The table below summarizes by state information as of December 31, 2017,2019, regarding branding and ownership of the travel centers and standalone restaurants our franchisees operate and excludes travel centers and standalone restaurants we operate. The TA and Petro brand properties are included in our travel center segment and the QSL branded properties are included in corporate and other in our segment information. Information about the locations we operate is included in Item 2 of this Annual Report.
 Brand Affiliation:Ownership of Sites By:
 
TA(1)
TA
Express(1)
Petro
QSL(1)
TotalTA
Franchisee
or Others(1)
Alabama —   —     
Florida—  —  —    —   
Illinois—  —   —   —   
Iowa —  —    —   
Kansas —   —   —   
Kentucky—  —  —    —   
Minnesota—  —   —   —   
Missouri —   —   —   
New Jersey—  —  —    —   
North Carolina—  —   —   —   
North Dakota—    —   —   
Ohio —    11  —  11  
Oregon —  —  —   —   
Pennsylvania —  —    —   
South Carolina—  —  —    —   
South Dakota—   —  —   —   
Tennessee —  —    —   
Texas  —  —     
Virginia —     —   
West Virginia—  —  —    —   
Wisconsin —   —   —   
Total12   13  27  56   54  
 Brand Affiliation:  Ownership of Sites By:
 TA Petro QSL Total  TA 
Franchisee
or Others
Alabama1
 1
 
 2
  1
 1
Florida
 
 1
 1
  
 1
Georgia1
 
 
 1
  1
 
Illinois
 1
 
 1
  
 1
Iowa1
 
 1
 2
  
 2
Kansas1
 1
 
 2
  
 2
Kentucky
 
 1
 1
  
 1
Louisiana
 
 2
 2
  
 2
Minnesota
 2
 
 2
  
 2
Missouri2
 2
 
 4
  
 4
New Jersey
 
 3
 3
  
 3
North Carolina
 1
 
 1
  
 1
North Dakota
 1
 
 1
  
 1
Ohio1
 1
 9
 11
  
 11
Oregon1
 
 
 1
  
 1
Pennsylvania1
 
 8
 9
  
 9
South Carolina
 
 1
 1
  
 1
Tennessee2
 
 2
 4
  1
 3
Texas2
 
 
 2
  1
 1
Virginia1
 2
 1
 4
  
 4
West Virginia
 
 1
 1
  
 1
Wisconsin1
 1
 3
 5
  
 5
Total15
 13
 33
 61
  4
 57
(1)Since December 31, 2019, through the date of this Annual Report, two travel centers owned and operated by a franchisee opened under the TA Express brand name, and we have entered into agreements for six franchised travel centers and four franchised standalone restaurants to begin operations by the end of 2020.
TA, TA Express and Petro Franchise Agreements
MaterialThe following is a summary of the material provisions oftypically included in our TA, TA Express and Petro travel center franchise agreements typically include the following:agreements.
Initial Franchise Fee. The initial franchise fee for a new TA or Petro franchise is $1.0 million.$150.0 thousand. The initial franchise fee for a new TA Express franchise is $100.0 thousand.
Term of Agreement. The initial term of a franchise agreement is generally 10 to 15 years. Our TA and TA Express franchise agreements generally provide for two five year renewals on the terms then being offered to prospective franchisees at the time of the franchise renewal and our Petro franchise agreements generally provide for two five year renewals on the same terms as the expiring agreements. As of December 31, 2017,2019, our franchise agreements had an average remaining term excluding renewal options of fivesix years and an average remaining term including renewal options of ten12 years.
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Protected Territory. Under the terms of our franchise agreements for TA and TA Express travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TA or TA Express brand in a specified territory for that TA or TA Express branded franchisefranchised travel center. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the Petro brand in a specified territory for that Petro branded franchisefranchised travel center.

Restrictive Covenants. Generally our franchisees may not operate any travel center or truck stop related business under a franchise agreement, licensing agreement or marketing plan or system of another person or entity. If the franchisee owns the franchised premises, generally for a two year period after expiration or earlier termination of our franchise agreement the franchisee may not operate the premises under a competitive brand.
Nonfuel Product Offerings. Franchisees are required to operate their travel centers in conformity with guidelines that we establish and offer any products and services that we deem to be a standard product or service in our travel centers.
Fuel Purchases Sales and Royalties. Our franchise agreements require the franchisee to pay us a royalty fee of $0.003 per gallon of fuel sold based on sales of certain fuels at the franchised travel center, unless they purchase their fuel inventory from us.center. We also purchase receivables generated by some of our franchisees in connection with sales to common trucking fleet customers through our proprietary billing system on a non-recourse basis in return for a fee.
Royalty Payments on Nonfuel Revenues. Franchisees are required to pay us a royalty fee generally equal to between 2.0% and 4.0% of nonfuel revenues, including on revenues from branded QSRs, in some cases up to a threshold amount, with a lower percentage fee payable on amounts in excess of the threshold amount and on revenues from branded QSRs.amount.
Advertising, Promotion and Image Enhancement. Our franchisees are required to make additional payments to us as contributions to the applicable brand wide advertising, marketing and promotional expenses we incur.
Termination/Nonrenewal. Generally, we may terminate or refuse to renew a franchise agreement for default by the franchisee. Generally, we may also refuse to renew if we determine that renewal would not be in our economic interest or, in the case of TA, franchiseesTA Express and Petro franchisees under our current form of franchise agreement, if the franchisee will not agree to the terms in our then current form of franchise agreement.
Rights of First Refusal. During the term of each franchise agreement, we generally have a right of first refusal to purchase that facilitythe franchised travel center at the price offeredthe franchisee is willing to a franchisee byaccept from a third party. In addition, some of our agreements give us a right to purchase the franchised travel center for fair market value, as determined by the parties or an independent appraiser, upon expiration or earlier termination of the franchise agreement.
Franchisee Lease Agreements
In addition to franchise, royalty and advertising fees, we also collect rent from franchisees who lease their travel centers from us. At December 31, 2017,2019, there were fourtwo such leased franchiseefranchised travel centers. Two of the fourThese franchisees exercised their final renewal term options and renewed their lease agreements during 2017; the terms of these two lease agreements expire in June 2022. The remaining two franchisees did not exercise their final renewal term options and, therefore, the related lease agreements expired during 2017. One of these franchisees has filed, and the other has indicated an intent to file, requests for a preliminary injunction preventing their eviction from the lease premises until such time as a court can determine whether we breached the terms of the leases by proposing rent increases for the final renewal term. As this matter proceeds through the courts, these two franchisees currently are operating under the terms of the expired lease agreements.
QSL Franchise Agreements
Material provisions of our QSL franchise agreements typically include the following:
Initial Franchise Fee. The initial franchise fee for a new QSL franchise is $40.0 thousand. If a franchisee choosesdevelops a QSL, the franchisee also is required to develop a location within a specifiedsign an area development area, the franchiseeagreement and is required to pay an initial development fee of $20.0 thousand per restaurant.
Term of Agreement. The initial term of a QSL franchise agreement is generally 10 to 20 years. Our QSL franchise agreements generally provide for a 10 year renewal on the terms then being offered to prospective franchisees at the time of the franchise renewal. As of December 31, 2017,2019, our franchise agreements had an average remaining term excluding renewal options of 1110 years and an average remaining term including renewal options of 20 years.19 years.
Protected Territory. Area. Under the terms of our QSL franchise agreements, generally we have agreed not to operate, or allow another person to operate, a similar restaurant that uses the QSL brand in a specified territory.area. In addition, the franchisees have agreed not to operate a similar restaurant within a specified territory during the term and for a minimum of two years commencing on the effective date of termination or expiration of the franchise agreement.
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Restaurant Offerings. Franchisees are required to operate their restaurants in conformity with the image of QSL and agree to prepare, sell and offer only thoseapproved menu items that have been approved by us.items.

Royalty Payments on Net Revenues.Gross Sales. QSL franchisees are required to pay us a royalty fee on net revenues,gross sales, which includes revenues offrom all goods, and merchandise orand services, equal to between 4.0% to 5.0%.
Advertising, Promotion and Image Enhancement. Our franchisees are required to make additional payments to us as contributions to the applicable brand wide advertising, marketing and promotional expenses we incur. In addition, franchisees are required to spend an agreed upon percentage of net revenues on local advertising.
Termination/Nonrenewal. Generally, we may terminate, suspend or refuse to renew a franchise agreement for default by the franchisee.
Rights of First Refusal. During the term of each franchise agreement, we generally have a right of first refusal to purchase that restaurant at the price offeredthe franchisee is willing to a franchisee byaccept from a third party.
Regulatory Environment
Environmental Regulation
Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the HPTSVC Leases, we generally have agreed to indemnify HPTSVC for any environmental liabilities related to properties that we lease from HPTSVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. Under an agreement with Shell,We have entered into certain other arrangements in which we have agreed to indemnify Shell and its affiliates from certainthird parties for environmental liabilities incurred with respect toand expenses resulting from our travel centers where Shell has installed natural gas fueling lanes.operations.
For further information about these and other environmental and climate change matters, see the disclosure under the heading "Environmental Contingencies" in Note 1315 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report. In addition, for more information about these environmental and weather events and climate change matters and about the risks which may arise as a result, see elsewhere in this Annual Report, including "Warning Concerning Forward LookingForward-Looking Statements," Item 1A,1A. "Risk Factors," and Part II, Item 7, "Management's Discussion and Analysis - Environmental and Climate Change Matters."
Franchise Regulation
Subject to certain exemptions, the Federal Trade Commission regulations require that we make extensive disclosure to prospective franchisees and some states require state registration and delivery of specified disclosure documentation to potential franchisees. Some state laws also impose restrictions on our ability to terminate or not renew franchises and impose other limitations on the terms of our franchise relationships or the conduct of our franchise business. The Petroleum Marketing Practices Act imposes special regulations on franchises where petroleum products are offered for sale. Also, a number of states include, within the scope of their petroleum franchising statutes, prohibitions against price discrimination and other allegedly anticompetitive conduct. These provisions supplement applicable federal and state antitrust laws. We believe that we are in compliance with all franchise laws applicable to our business.
Gaming Regulation
Because we have gaming operations at some of our travel centers, we and our concerned subsidiaries are currently subject to gaming regulations in Illinois, Louisiana, Montana, Nevada and Nevada.Pennsylvania. Requirements under gaming regulations vary by jurisdiction but include, among other things:
findings of suitability by the relevant gaming authorities with respect to, or licensure of, certain of our and our licensed subsidiaries' directors, officers and key employees and certain individuals having a material relationship with us or our licensed subsidiaries;
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findings of suitability by the relevant gaming authorities with respect to certain of our security holders and restrictions on ownership of certain of our securities;

prior approval in certain circumstances by the relevant gaming authorities of offerings of our securities;
prior approval by the relevant gaming authorities of changes in control of us; and
specified reporting requirements.
Holders of beneficial interests in our voting securities are subject to licensing or suitability investigations by the relevant gaming authorities under various circumstances including, generally, service on our Board of Directors, the attainment of certain levels of ownership of a class of our voting securities, or involvement in the gaming operations of or influence over us or our licensed subsidiaries. Persons or entities seeking to acquire control of us or our operation of the license are subject to prior investigation by and approval from the relevant gaming authorities. Any beneficial owner of our voting securities, regardless of the number of shares owned, may be required by a relevant gaming authority to file an application and have their suitability reviewed in certain circumstances, including if the gaming authority has reason to believe that such ownership of our voting securities would otherwise be inconsistent with its state's gaming laws. In some jurisdictions, the applicant must pay all costs of investigations incurred in connection with such investigations. Additionally, in the event of a finding by a relevant gaming authority that a person or entity is unsuitable to be an owner of our securities, such person would be prohibited from, among other things, receiving any dividend or interest upon such securities, exercising any voting right conferred through such securities or continuing to hold our securities beyond such period of time as may be prescribed by such gaming authority, managing the licensed business and, in some cases, the shareholderstockholders may be required to divest himself or itself of our voting securities.
Certain of our and our subsidiaries' directors and officers must also file applications, be investigated and be licensed or found suitable by the relevant gaming authorities in order to hold such positions. In the event of a finding by a relevant gaming authority that a director, officer, key employee or individual with whom we or our licensed subsidiary have a material relationship is unsuitable, we or our licensed subsidiary, as applicable, may be required to sever our relationships with such individual or such individual may be prohibited from serving as our director or officer.
Any violations by us or any of our licensed subsidiaries of the gaming regulations to which we are subject could result in fines, penalties (including the limiting, conditioning, suspension or revocation of any licenses held) and criminal actions. Additionally, certain jurisdictions, such as Nevada, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports regarding those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.
We have a Gaming Compliance Plan, or the Compliance Plan, as required by the Nevada Gaming Commission in connection with our gaming operations at certain of our travel center locations. In connection with the Compliance Plan, we have a Gaming Compliance Committee, or the Compliance Committee, on which a member of our Audit Committee of the Board of Directors serves as the Board of Directors' liaison to the Compliance Committee pursuant to the terms of the Compliance Plan. The Compliance Committee assists us in monitoring activities relating to our continuing qualifications under applicable gaming laws.
Seasonality
Our sales volumes arevolume is 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 each calendar year. In the fourth quarter, freight movement is typically lower due to the holiday season. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences as our real estate rent expense and certain other costs do not vary seasonally.
Intellectual Property
We own the "Petro Stopping Centers," "Minit Mart"Center" and "Quaker Steak & Lube" names and related trademarks and various trade names used in our business including RoadSquad®, RoadSquad OnSite®TechOn-Site®, TA Commercial Tire Network™, UltraOne®, Iron Skillet®, Reserve-It!®, eShop® and others. We have the right to use the "TA®," "TA Express®," "TravelCenters of America,America®," Country Pride® and certain other trademarks, which are owned by HPT,SVC, during the termsterm of each of the four TA Leases.Lease. We also license certain trademarks used in the operation of certain of our restaurants and convenience stores.restaurants. We believe that these trademarks are important to our business, but that they could be replaced with alternative trademarks without significant disruption in our business except for the cost of such changes, which may be significant.

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Internet Websites
Our internet website addresses are www.ta-petro.com www.minitmart.com and www.thelube.com. Copies of our governance guidelines, our code of business conduct and ethics, our insider trading policy and the charters of our audit, compensation and nominating and governance committees are posted on our website at www.ta-petro.com and also may be obtained free of charge by writing to our Secretary, TravelCenters of America LLC,Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.02458-1634. We also have a policy outlining procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters and a governance hotline accessible on our website that shareholdersstockholders can use to report concerns or complaints about accounting, internal controls or auditing matters or violations or possible violations of our code of business conduct and ethics. We make available, free of charge, onthrough the "Investors" section of our website at www.ta-petro.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after these forms are filed with, or furnished to, the Securities and Exchange Commission, or the SEC. Any material we file with, or furnish to, the SEC is also maintained on the SEC website (www.sec.gov). Security holders may send communications to our Board of Directors or individual Directors by writing to the party for whom the communication is intended at c/o Secretary, TravelCenters of America LLC,Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 or by email at secretary@ta-petro.com. Our website address isaddresses are included several times in this Annual Report on Form 10-K as a textual reference only and thereferences only. The information on or accessible through our websitewebsites is not incorporated by reference into this Annual Report or other documents we file with, or furnish to, the SEC. We intend to use our websites as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Those disclosures will be included on Form 10-K.our website at www.ta-petro.com in the "Investors" section. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.


Item 1A. Risk Factors
Our business faces many risks. If any of the events or circumstances described in the following risksrisk factors occurs, our business, financial condition or results of operations could suffer and the market prices of our equity or debt securities could decline. Investors and prospective investors should carefully consider the following risks, the risks referred to elsewhere in this Annual Report and the information contained under the heading "Warning Concerning Forward LookingForward-Looking Statements" before deciding whether to invest in our securities.
Risks Related to Our Business
Our operating margins are narrow.narrow.
Our operating margins are low. Fuel sales comprise the majority of our revenues and generate low gross margin percentages. A small percentage decline in our future revenues or increase in our future costs, especially revenues and costs and expenses related to fuel, may cause our profits to decline or us to incur losses. Fuel prices and sourcing have historically been volatile, which may increase the risk of declines in revenues or increases in costs. In the years during the most recent U.S. economic recession and the periods of historically high and volatile fuel prices, we realized large operating losses. Shifts in customer demand for our products and services, including as a result of increased fuel conservation practices or use of alternative fuels, or heightened competition could cause our operating margins to narrow further and we may incur losses. Our operating margins will also be negatively impacted by any increase in transaction or other fees we are required to pay to fuel card providers that we cannot pass along to our customers.

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Increasing fuel efficiency of motor vehicle engines and use of other fuel conservation practices and alternative fuels may adversely impact our business.
Truck and other vehicle manufacturers and our trucking and motorist customers continue to be focused on technological innovations to improve motor vehicle fuel efficiency and conserve fuel. The development of new technologies, such as truck platooning (the electronic linking of trucks with a lead vehicle), heat and kinetic energy recovery technologies, and substantially lighter "super trucks,"trucks" and higher efficiency motor fuels could result in significant increases in fuel efficiency. In addition, advances in alternative fuel technologies may lead to their greater adoption by the trucking industry and other motorists. Government regulation may encourage or require the improved fuel efficiency of motor vehicle engines, other fuel conservation practices and alternative fuels. The largest part of our business consists of selling motor fuel. If our trucking or other customers purchase less motor fuel because their trucks or other vehicles operate more fuel efficiently or use alternative fuels, our financial results will decline and we may incur losses unless we are able to sufficiently offset the declines by selling substitute or other products or services, gaining market share, increasing our gross margins per gallon of fuel sold or reducing our operating costs. It is unclear whether we will be able to operate our travel centers profitably if the amount of motor fuels used by the U.S. trucking industry or other motorists declines.

Our financial results are affected by U.S. trucking and restaurant industry economic conditions.
The trucking industry is the primary customer for our goods and services. Demand for trucking services in the United States generally reflects the amount of commercial activity in the U.S. economy. When the U.S. economy declines, demand for goods moved by trucks declines, and in turn demand for our products and services typically declines, which could have an adverse effect onsignificantly harm our results of operations and financial condition.
Our restaurant business is important to our financial results. Our travel centers offer full service restaurants and QSRs, many of our convenience stores offer QSRs and our business includes standalone restaurants. The restaurant industry is often affected by changes in consumer tastes, national, regional and local economic conditions, discretionary spending priorities, demographic trends, traffic patterns and the type, number and location of competing businesses. Downturns in the restaurant industry caused by any of the foregoing may materially negatively affect our business and results of operations.
The industries in which we operate are highly competitive.
We believe that large trucking fleets and long haul trucking fleets tend to purchase the large majority of their fuel at travel centers and truck stops that are located at or near interstate highway exits from us or our largest competitors. Based on the number of locations, we, Pilot and Love's are the largest companies in the travel center industry. These competitors may have greater financial and other resources than we do, which may facilitate their ability to compete more effectively. Increased competition between the major competitors in the travel center and truck stop business could result in a reduction of our gross margins or an increase in our expenses or capital improvement costs, which could negatively affect our profitability and our liquidity. We believe that, during 2019, both of our principal competitors, Pilot and Love's, added significantly more travel centers to their networks than we added to our network, and in some cases competition from new sites added by Pilot and Love's has negatively impacted our unit results.
Further, the truck repair and maintenance service industry is highly competitive. Such services can be obtained by trucking companies and truck drivers from a variety of sources, including national and regional truck repair and maintenance facilities and roadside assistance fleets, full service travel centers, truck stop chains, fleet maintenance terminals, independent garages, truck and commercial tire dealerships, truck quick lube facilities and other parts and service centers. In addition, some trucking companies operate their own terminals to provide repair and maintenance services to their own trucking fleets and drivers. Pilot and Love's, our two largest competitors, have increased their respective numbers of truck repair and maintenance facilities and their roadside assistance fleets over the past several years and should this trend continue, our competitive position could be weakened. Some of our competitors in the truck repair and maintenance service business may have more resources or lower costs than we do and may have vertically integrated businesses which may provide them competitive advantages.
The convenience store industry in the United States and in the geographic areas in which we operate is also highly competitive and fragmented with ease of entry and constant change in the number and types of retailers offering the products and services similar to those we provide. We compete with other convenience store chains, independent convenience stores, supermarkets, drugstores, discount clubs, motor fuel service stations, mass merchants, fast food operations and other similar retail outlets. Several non-convenience store retailers, such as supermarkets, club stores and mass merchants, compete directly with convenience stores, particularly in the sale of motor fuel, and their market share is expected to continue to grow. Increased competition or new entrants to the industry could result in reduction of our gross margins. Based on the number of our locations, we are not one of the largest companies in the convenience store industry. In addition, large retailers such as Amazon.com, Inc. and Walmart Inc. have announced plans to enter the convenience store market and have begun doing so.
We also face competition from restaurants in the quick service and casual dining segments of the restaurant industry. These segments are highly competitive and fragmented. Our competition includes a variety of locally owned restaurants and national and regional chains offering dine-in, carry-out, delivery and catering services. Many of our competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel and other resources than we do. Among our competitors are a number of multi-unit, multi-market,multi unit, multi market, fast casual restaurant concepts, some of which are expanding nationally. These competitors may have, among other things, lower operating costs, better locations, facilities or management, more effective marketing and more efficient operations.
Any inability to successfully compete effectively will reduce customer traffic and sales at our locations and may prevent us from sustaining or increasing our revenue or improving our profitability.


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Disruptive technologies in the energy or transportation industries may materially harm our business.
The major product we sell is fuel. Another significant part of our business is the sale of nonfuel products and services to drivers who visit our locations, often in connection with purchasing fuel. Various technologies are being developed in the energy and transportation industries that, if widely adopted, may materially harm our business. For example, electric motor vehicle engines that do not require diesel fuel and hybrid electric-diesel/gasoline engines may require substantially less diesel/gasoline fuel per mile driven. Further, driverless motor vehicle technologies may result in fewer individual drivers on the U.S. interstate highways and reduce the customer traffic and sales of fuel and nonfuel products at our locations. Such reductions may materially and adversely affect our sales and our business.
Privatization of toll roads or of rest areas may negatively affect our business.
Some states have privatized their toll roads that are part of the interstate highway system. We believe it is likely that tolls will increase on privatized highways. In addition, some states may increase tolls for their own account. If tolls are introduced or increased on highways in the proximity of our locations, our business at those travel centers may decline because truck drivers and motorists may seek alternative routes. Similarly, some states have privatized or are considering privatizing their publicly owned highway rest areas. If publicly owned rest areas along highways are privatized and converted to travel centers in the proximity of some of our locations, our business at those locations may decline and we may experience losses.
On February 12, 2018, the Trump Administration, or the Administration, announced its proposal for a $1.5 trillion infrastructure plan that contains several policy provisions detrimental to the truck stop industry and our business. Specifically, the Administration's proposal intends to shift the responsibility for financing infrastructure projects from the federal government to the states and the private sector; such shifting is expected to greatly increase tolling of U.S. highways. The Administration also proposed rest area commercialization. While it is uncertain the Administration's proposal will find sufficient Congressional support to be enacted, if enacted as proposed the Administration's plans are likely to adversely affect our business, possibly significantly.
We have a substantial amount of indebtedness and rent obligations, which could adversely affect our financial condition.
Our indebtedness and rent obligations are substantial. The terms of our leases with HPTSVC require us to pay all of our operating costs and generally fixed amounts of rent. During periods of business decline, our revenues and gross margins may decrease but our minimum rents due to HPTSVC and the interest payable on our indebtednesssenior notes do not decline proportionately or at all.not. A decline in our revenues or an increase in our expenses may make it difficult or impossible for us to make payments of interest and principal on our debt or meet our rent obligations and could limit our ability to obtain financing for working capital, capital expenditures, acquisitions, refinancing, lease obligations or other purposes. Our substantial indebtedness and rent obligations may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to competitors that have lower relative debt levels. If we default under our HPT leases,SVC Leases, we may be unable to continue our business. Any or all of the above events and factors could have an adverse effect on our results of operations and financial condition.
Fuel price increases and fuel price volatility could negatively affect our business.
Increasing fuel prices and fuel price volatility have several adverse impacts upon our business. First, high fuel prices result in higher truck shipping costs. This causes shippers to consider alternative means for transporting freight, which reduces trucking business and, in turn, reduces our business. Second, high fuel prices cause our trucking customers to seek cost savings throughout their businesses. This has resulted in the implementation by many of our customers of measures to conserve fuel, such as purchasing trucks that have more fuel efficient engines, employ alternative fuel or other technologies, loweringlower maximum driving speeds and employingemploy other practices to conserve fuel, such as truck platooning and reduced truck engine idling, which measures reduce total fuel consumption and in turn reduce our fuel sales.sales volume. Third, higher fuel prices may result in less disposable income for our customers to purchase our nonfuel goods and services. Fourth, higher and more volatile fuel commodity prices increase the working capital needed to maintain our fuel inventory and receivables, and this increases our costs of doing business. Further, increases in fuel prices may place us at a cost disadvantage to our competitors that may have larger fuel inventory or forward contracts executed during periods of lower fuel prices. If fuel commodity prices or fuel price volatility increase, our financial results may not improve and may worsen.

There is limitedLimited competition among third party fuel card companies and continued litigation with fuel card provider FleetCor could adversely affect our business.
Most of our trucking customers transact business with us by use of fuel cards, which are issued by third party fuel card companies. The fuel card industry has only two significant participants, FleetCor and WEX. According to a published analyst report, FleetCor and WEX collectively account for more than 80% of the fuel card provider market. We believe almost all trucking companies use only a single fuel card provider and have become increasingly dependent upon the data, reports and other services provided by their respective fuel card provider to manage their fleets and simplify their data processing. Fuel card providers have direct negotiated contractual relationships with their trucking company customers. We cannot easily substitute an alternative fuel card for trucking companies to use to acquire fuel at our locations. Any effort to convince trucking companies to use an alternative card at our locations requires significant time, expense and coordination with the provider of that alternative card, and may not be successful.
Additionally, if Limited competition in the fuel card issuers raiseindustry and the increasing dependence of trucking companies on their fuel card provider could adversely affect our business. For example, in 2017 Comdata purported to terminate our Merchant Agreement with us and unilaterally withheld increased fees from the transaction settlement payments due to us. While we were successful in litigation we brought against Comdata, with the court ordering Comdata to continue to perform under the Merchant Agreement, that agreement is scheduled to expire on January 2, 2022, unless renewed. In addition, our agreement with WEX is scheduled to expire on November 6, 2021, and, thereafter, will renew automatically for successive two year terms, in each case, unless terminated. We may not be able to renew our agreements with Comdata or WEX, or enter new agreements with them. Further, any renewal or new agreement we may enter with either of them may be on terms that are materially less favorable to us than our current agreements with them. If Comdata or WEX increase the fees we are required to pay, when their respective contracts are renewed, we may not be able to recover the increased expense through higher prices to customers, and our business, financial condition and results of operations may be materially adversely affected.
As described under the heading "Legal Proceedings" in Note 13 to the Notes to Consolidated Financial Statements included in Item 15
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Table of this Annual Report, we and FleetCor's subsidiary Comdata are parties to a merchant agreement, or the Merchant Agreement, which Comdata purported to terminate in November 2016. From February 1, 2017, until mid-September 2017, Comdata unilaterally increased the fees it withheld from the transaction settlement payments due to us under such agreement. On September 11, 2017, the Court of Chancery of the State of Delaware, or the Court, issued an opinion stating that we are entitled to, among other things, an order requiring Comdata to specifically perform under the Merchant Agreement, and awarded damages to us and against Comdata for, among other things, the difference between the higher transaction fees we had paid to Comdata since February 1, 2017, and what we should have paid during this period under the fee schedule in the Merchant Agreement. After a final order is entered, Comdata may appeal the Court's judgment and the Court's decision may be reversed or amended upon appeal. If we do not prevail in any appeal brought by FleetCor and Comdata and, upon appeal, it is determined that Comdata validly terminated our agreement, we may not be able to obtain a new agreement with FleetCor and Comdata, and we may lose a material amount of future business from our customers who use FleetCor or Comdata issued payment cards, resulting in material harm to our business, financial condition and results of operations. Any continuation of this litigation will be distracting to our management and expensive.Contents
Climate change and other environmental legislation and regulation and market reaction thereto may decrease demand for our major product, diesel fuel, and require us to make significant changes to our business and to make capital or other expenditures, which may adversely affect our business.
Climate change and other environmental legislation and regulation, including those addressing greenhouse gas emissions, and market reaction to any such legislation or regulation or to climate change concerns, may decrease the demand for our major product, diesel fuel, and may require us to make significant capital or other expenditures. Federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency's, or the EPA's, gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel, could negatively impact our business. 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, which could have a material adverse effect on our business, financial condition and results of operations. For example, in August 2016 the EPA and the National Highway Traffic Safety Administration established final regulations that will phase in more stringent greenhouse gas emission and fuel efficiency standards for medium and heavy duty trucks beginning in model year 2021 (model year 2018 for certain trailers) through model year 2027, and these regulations are estimated to reduce fuel usage between 9% and 25% (depending on vehicle category) by model year 2027. Regulations that limit carbon emissions may also cause our costs at our locations to increase, make some of our locations obsolete or require us to make material investments in our properties. Increased costs incurred by our suppliers as a result of climate change or other environmental legislation or regulation may be passed on to us in the prices we pay for our fuel supplies, but we may not be able to pass on those increased costs to our customers. Increased fuel costs resulting from these reasons would likely have similar effects on our business, operations and liquidity as discussed elsewhere regarding high fuel costs, including decreased demand for our fuel at our locations, increased working capital needs and decreased fuel gross margins. Moreover, as described elsewhere in this Annual Report, technological changes or changes in customer transportation or fueling preferences, including as a result of or in response to climate change or other environmental legislation or regulation or the market reaction thereto, may require us to make significant changes to our business and to make capital or other expenditures to adopt those technologies or to address those changed preferences and may decrease the demand for products and services sold at our locations.

An interruption in our fuel supplies would materially adversely affect our business.
To mitigate the risks arising from fuel price volatility, we generally maintain limited fuel inventory. Accordingly, an interruption in our fuel supplies would materially adversely affect our business. Interruptions in fuel supplies may be caused by local conditions, such as a malfunction in a particular pipeline or terminal, by weather related events, such as hurricanes in the areas where petroleum or natural gas is extracted or refined, or by national or international conditions, such as government rationing, acts of terrorism, wars and the like. Further, our fuel suppliers may fail to provide us with fuel due to these or other reasons. Any limitation in available fuel supplies or on the fuel we can offer for sale may cause our profits to decline or us to experience losses.
Our growth strategies and our locations require regular and substantial capital investment. We may be unable to access the capital necessary to invest in our locations or fund acquisitions.our growth strategies and we may fail to adequately maintain our properties.
Our growth strategies and business depend upon our ability to raise additional capital at reasonable costs to invest in our locations and to fund acquisitions and investments that we believe are important to expand our business and maintain our competitiveness.competitiveness and to raise such capital at costs that are less than our returns on that capital. All of our travel centers and many of our convenience stores are open for business 24 hours per day, 365 days per year. Due to the nature and intensity of the uses of our locations, they require regular and substantial expenditures for maintenance and capital investments to remain functional and attractive to customers. Although we may request that HPTSVC purchase future renovations, improvements and equipment at the properties that we lease from HPT, HPTSVC, SVC is not obligated to purchase any amounts and such purchases only relate to improvements to facilities leasedwe lease from HPT by usSVC and not to facilities that we have acquired and own or lease from others or to general business improvements, such as improvements to our information technology networks and systems, or IT systems.
We may be unable to raise reasonably priced capital because of reasons related to our business, market perceptions of our prospects, the terms or amount of our outstanding indebtedness, the terms or amount of our rent obligations or for reasons beyond our control, such as market conditions. Moreover, there is potential for volatility in the availability of business capital on a global basis and in debt and equity markets generally. If we are unable to raise reasonably pricedcapital at costs that are less than our returns on that capital, our businesses and profits may decline and our growth strategies may fail. Further, we may fail to adequately budget for and fund sustaining and growth capital expenditures, which may reduce our properties' competitiveness and may require us to make larger capital expenditures in the future.
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Our storage and dispensing of petroleum products, waste and other hazardous substances create the potential for environmental damages, and compliance with environmental laws is often expensive.
Our business is subject to laws relating to the protection of the environment. The travel centers and convenience storeslocations we operate include fueling areas, truck repair and maintenance facilities and tanks for the storage and dispensing of petroleum products, waste and other hazardous substances, all of which create the potential for environmental damage. Environmental laws expose us to the possibility that we may become liable to reimburse governments or others for damages and costs they incur in connection with environmental hazards or become liable for fines and penalties for failure to comply with environmental laws. We cannot predict what environmental legislation or regulations may be enacted or how existing laws or regulations will be administered or interpreted with respect to our products or activities in the future; more stringent laws, more vigorous enforcement policies or stricter interpretation of existing laws in the future could cause us to expend significant amounts or experience losses.
Under the leases between us and HPT,SVC, we generally have agreed to indemnify HPTSVC from environmental liabilities it may incur arising at any of the properties we lease from HPT.SVC. Although we maintain insurance policies which cover our environmental liabilities, that coverage may not adequately cover liabilities we may incur. To the extent we incur material amounts for environmental matters for which we do not receive insurance or other third party reimbursement or for which we have not recognized a liability in prior years, 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. Also, to the extent we are or become obligated to fund any such liabilities, such funding obligation could materially adversely affect our liquidity and financial position.

We rely upon trade creditors for a significant amount of our working capital and the availability of alternative sources of financing may be limited.
Our fuel purchases are our largest operating cost. Historically, we have paid for our fuel purchases after delivery. In the past, as our fuel costs increased with the increase in commodity market prices, some of our fuel suppliers were unwilling to adjust the amounts of our available trade credit to accommodate the increased costs of the fuel volumesvolume that we purchased. Also, our historical financial results and general U.S. economic conditions have caused some fuel suppliers to request letters of credit or other forms of security for our purchases. We cannot predict how high or low fuel prices may be in the future, or to what extent our trade creditors will be willing to adjust the amounts of our available trade credit to accommodate increased fuel costs. Fuel commodity prices significantly impact our working capital requirements, and the unavailability of sufficient amounts of trade credit or alternative sources of financing to meet our working capital requirements could materially adversely affect our business.
Our use of joint ventures may limit our flexibility with jointly owned investments.
We are party to joint ventures with unrelated third parties with respect to Petro Travel Plaza Holdings LLC, or PTP, and QuikQ and we may in the future acquire, develop or recapitalize properties in joint ventures, or enter into other types of joint ventures, with other persons or entities. Our participation in these joint ventures is subject to risks, including the following:
we may share approval rights over major decisions affecting the ownership or operation of the joint venture;
we may be required to contribute additional capital if our partners fail to fund their share of any required capital contributions;
our joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals;
our joint venture partners may be subject to different laws or regulations than us, or may be structured differently than us for tax purposes, which could create conflicts of interest;
our ability to sell the interest on advantageous terms when we so desire may be limited or restricted under the terms of the applicable joint venture agreements; and
disagreements with our joint venture partners could result in litigation or arbitration that could be expensive and distracting to management and could delay important decisions.
Any of the foregoing risks could have a material adverse effect on our business, financial condition and results of operations.
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We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of information technology could harm our business.
We rely on IT systems, including the internet and cloud-based infrastructures, to process, transmit and store electronic information, including financial records and personally identifiable information such as employee and payroll data and workforce scheduling information, and to manage or support a variety of business processes, including our supply chain, retail sales, credit and other card payments and authorizations, financial transactions, banking and numerous other processes and transactions.transactions, as well as certain franchisee services and functions. We purchase some of the IT systems we use from vendors on whom our IT systems materially depend.depend and we also internally develop some of our IT systems. We rely on commercially available and proprietary IT systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as payment card and credit information. In addition, the IT systems we use for transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, may put payment card data at risk;risk, and some of these IT systems are determined and controlled by the payment card suppliers, who may be prone to cyber-attacks, data breaches and payment frauds, and not by us. Although we take various actions to protect and maintain the security of the IT systems we use and the data processed and maintained in them, it is possible that our security measures will not prevent the improper functioning of or damage to the IT systems we use, or the improper access to such IT systems or disclosure of personally identifiable or confidential information, such as in the event of a cyber attack.cyber-attack. Security breaches, including physical or electronic break ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any compromise or breach of our or our provider's IT systems could cause material interruptions in our operations, damage our reputation, require significant expenditures to determine the severity and scope of the breach, subject us to material liability claims, material claims of banks and creditpayment card companies or regulatory penalties, reduce our customers' willingness to conduct business with us and could have a material adverse effect on our business, financial condition and results of operations. Moreover, banks and payment card companies continue to adopt new technologies to mitigate the risk of cyber-attacks, data breaches and fraud and, if we havedo not adoptedadopt these new technologies to support chip and signature credit and charge cards by the deadlinedeadlines set by the creditbanks and payment card companies, those companies may not pay us for fraudulent transactions occurring at our locations with those companies' cards.cards or may otherwise penalize us. Further, the failure of the IT systems we use to operate effectively, or problems we may experience with maintaining the IT systems we currently use or transitioning to upgraded or replacement systems, could significantly harm our business and operations and cause us to incur significant costs to remediate such problems.
We may incur significant costs to comply with data privacy and security laws and significant costs and liabilities resulting from failure to comply with such laws and breaches of security of confidential consumer information, including related to our electronic processing of credit and debit card transactions.
We are subject to data protection laws and regulations, including state security breach notification laws, and federal and state consumer protection laws, such as the California Consumer Privacy Act, which govern the collection, use, disclosure and protection of personal information. Compliance with such laws may require us to incur significant costs, and the failure to comply with such laws could result in legal or reputational risk, as well as significant penalties and sanctions.
A significant amount of our sales are by credit or debit cards. We may experience security breaches in which personal information that we process or maintain, which may include credit and debit card information, is stolen or exposed, and our business operations may be impacted if our systems are not able to process such information due to a cyberattack, ransomware or other system failure. We may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft or unauthorized disclosure of such information, and we may also be subject to lawsuits or other proceedings relating to these types of incidents. Any such claim or proceeding could cause us to incur significant expenses and liabilities, which could have a material adverse effect on our business, financial condition and results of operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on our business and results of operations.

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Many of our labor costs cannot be easily reduced without adversely affecting our business.
To maintain and manage our operations requires certain minimum staffing levels to operate our travel centers and certain convenience stores 24 hours per day, 365 days per year, and we attempt to manage our staffing to avoid excess, unused capacity. As a result, it may be difficult for us to affect future reductions in our staff without adversely affecting our business prospects. Further, passage of federal and state legislation, that results in increases to our labor costs, such as minimum wage increases and health insurance requirements, could result in higherhave increased our labor costs thanand we currently anticipate.expect they will continue to do so. Certain aspects of our business require higher skilled personnel, such as truck service technicians. Hiring, training and maintaining higher skilled personnel can be costly, particularlyespecially if turnover is high. Further, as we grow our business, particularly the aspects of our business that require higher skilled personnel, we may experience increasedhave experienced difficulty with staffing those positions with qualified personnel and we may incur greatercontinue to do so. These staffing challenges have resulted in increased labor costs to do so.attract and attempt to retain staff, particularly high skilled personnel, and we expect these staffing and cost pressures to continue for at least the near term. Also, certain opportunities for sales may be lost if staffing levels are reduced too much or if we are unable to maintain a sufficient number of higher skilled employees. If this growth is stalled, takes longer to achieve or is not realized, our operating results and cash flows will be adversely impacted. In addition, costs for health care and other benefits, due to regulation, market factors or otherwise, may further increase our labor costs.

If the companyCompany is unable to attract, motivate and retain experienced and knowledgeable personnel in key positions, its future results could be adversely impacted.
The success of our business is dependent upon our ability to employ and train individuals with the requisite knowledge, skills and experience to execute our business model and achieve our business objectives. The failure of the companyCompany to attract, motivate and retain key personnel or implement an appropriate succession plan including in connection with the retirement of our former President and Chief Executive Officer, Thomas M. O'Brien, could adversely impact our ability to successfully carry out our business strategy and retain other key personnel.
Unfavorable publicity could negatively affect our results of operations as well as our future business.
We operate our travel centers, convenience stores and standalone restaurants under a small number of brand names. We sell gasoline under brands we do not own at most of our locations and many of our locations have QSRs operating under brands we do not own. In addition, we resell numerous other products we obtain from third parties. If we or the companies or brands associated with our products and offerings become associated with negative publicity, including as a result of customer or employee complaints, our customers may avoid purchasing our products and offerings at our locations because of our association with the particular company or brand. In recent years there has been an increase in the use of social media, which allows individuals access to a broad audience. The availability of information on social media is virtually immediate in its impact. The use of social media by our customers, employees or other individuals to make negative statements about our products, offerings, service, brands or other matters associated with us could quickly damage our reputation and negatively impact our revenues, and we may not be able to quickly and effectively address or counter the negative publicity. As noted elsewhere in this Annual Report, the control we may exercise over our franchisees is limited. Negative publicity or reputational damage relating to any of our franchisees may be imputed to our entire company and business. If we were to experience these or other instances of negative publicity or reputational damage, our sales and results of operations may be harmed.
Changes in U.S. trade policies could significantly reduce the volume of imported goods into the United States, which may materially reduce truck freight volume in the United States and our sales.
The Trump administrationAdministration and members of the U.S. Congress have made public statements indicating possible significant changes in U.S. trade policy and have taken certain actions that may impact U.S. trade, including entering into the United States-Mexico-Canada Agreement, imposing tariffs on certain goods imported into the United States. Any changesStates, engaging in a "trade war" with the People's Republic of China and imposing, or threatening to impose, punitive trade measures on other nations. Changes in U.S. trade policy could trigger retaliatory actions by affected countries, resulting in "trade wars," in increased costs for goods imported into the United States, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in trading partners limiting their trade with the United States. If these consequences are realized, the volume of economic activity in the United States, including trucking freight volume, may be materially reduced. Such a reduction may materially and adversely affect our sales and our business. Further, the realization of these matters may increase our cost of goods and, if those costs cannot be passed on to our customers, our business and profits may be materially and adversely affected.
The trucking industry may fail to satisfy market demands for transporting goods or market participants may choose other means to transport goods.
The trucking industry has been experiencing a shortage of qualified truck drivers and trucks. Further, increased regulations on the activities of truck drivers and trucking companies, including increased monitoring and enforcement of the number of hours truck drivers may operate a truck each day, and other matters have limited the ability of trucking companies to satisfy market demands for transporting goods. In addition, other means of transporting goods besides by truck are available, and new means of transportation may be under development.developed. For example, there have been general news reports of other means of transportation being increasingly explored, such as light rail, airplanes and drones. If the trucking industry is 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.



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Insurance may not adequately cover our losses.
We maintain insurance coverage for our properties, including for casualty, liability, fire, extended coverage and business interruption loss insurance. We are responsible for obtaining and paying for insurance for the travel center properties that we lease from SVC in accordance with the terms of our SVC Leases. We also require our franchisees to maintain insurance for our travel centers they operate as a franchisee. Recently, the costs of insurance have increased significantly, and these increased costs have had an adverse effect on us. Losses of a catastrophic nature, such as those caused by hurricanes, flooding, volcanic eruptions and earthquakes, among other things, or losses from terrorism, may be covered by insurance policies with limitations such as large deductibles or co-payments that we or a franchisee may not be able to pay. Insurance proceeds may not be adequate to restore an affected property to its condition prior to a loss or to compensate us for our losses, including the loss of future revenues from an affected property. Similarly, our other insurance, including our general liability insurance, may not provide adequate insurance to cover our losses. Further, we cannot be sure that certain types of risks that are currently insurable will continue to be insurable on an economically feasible basis, and, in the future, we may discontinue certain insurance coverage on some or all of our properties that we own or are otherwise not obligated to maintain pursuant to agreements with third parties, if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the loss. If an uninsured loss or a loss in excess of insured limits occurs, we may have to incur uninsured costs to mitigate such losses or lose all or a portion of the capital invested in a property, as well as the anticipated future revenue from the property. We might also remain obligated for any financial obligations related to the property, even if the property is irreparably damaged. In addition, future changes in the insurance industry’s risk assessment approach and pricing structure could further increase the cost of insuring our properties or decrease the scope of insurance coverage, either of which could have an adverse effect on our financial condition, results of operations or liquidity.
Privatization of toll roads or of rest areas may negatively affect our business.
Some states have privatized their toll roads that are part of the interstate highway system. We believe it is likely that tolls will increase on privatized highways. In addition, some states may increase tolls for their own account. If tolls are introduced or increased on highways in the proximity of our locations, our business at those travel centers may decline because truck drivers and motorists may seek alternative routes. Similarly, some states have privatized or are considering privatizing their publicly owned highway rest areas. If publicly owned rest areas along highways are privatized and converted to travel centers in the proximity of some of our locations, our business at those locations may decline and we may experience losses.
In April 2019, the Administration agreed to a $2.0 trillion infrastructure plan that contains several policy provisions detrimental to the truck stop industry and our business. Specifically, the Administration's proposal intends to shift the responsibility for financing infrastructure projects from the federal government to the states and the private sector; such shifting is expected to greatly increase tolling of U.S. highways. The Administration also proposed rest area commercialization. While it is uncertain the Administration's proposal will find sufficient Congressional support to be enacted, if enacted as proposed, the Administration's plans are likely to adversely affect our business, possibly significantly.
Unfavorable publicity could negatively affect our results of operations as well as our future business.
We operate our travel centers and standalone restaurants under a small number of brand names. We sell gasoline under brands we do not own at most of our locations, many of our locations have QSRs that operate under brands we do not own and some locations have full service restaurants that operate under brands we do not own. In addition, we resell numerous other products we obtain from third parties. If we or the companies or brands associated with our products and offerings become associated with negative publicity, including as a result of customer or employee complaints, our customers may avoid purchasing our products and offerings at our locations because of our association with the particular company or brand. In recent years there has been an increase in the use of social media, which allows individuals access to a broad audience. The availability of information on social media is virtually immediate in its impact. The use of social media by our customers, employees or other individuals to make negative statements about our products, offerings, service, brands or other matters associated with us could quickly damage our reputation and negatively impact our revenues, and we may not be able to quickly and effectively address or counter the negative publicity. As noted elsewhere in this Annual Report, the control we may exercise over our franchisees is limited. Negative publicity or reputational damage relating to any of our franchisees may be imputed to our entire company and business. If we were to experience these or other instances of negative publicity or reputational damage, our sales and results of operations may be harmed.
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Food safety and foodborne illness concerns could have an adverse effect on our business.
We cannot guarantee that our controls and training will be fully effective in preventing all food safety issues at our QSRs, full service restaurants or our standalone restaurants, including any occurrences of foodborne illnesses. Some foodborne illness incidents could be caused by third-party vendors and transporters outside of our control. New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations. One or more instances of foodborne illness in any of our quickQSRs, full service restaurants or our standalone restaurants or related to food products we offer could negatively affect our sales and results of operations if it involves serious illness or is highly publicized. This risk exists even if it were later determined that the illness was wrongly attributed to us or one of our standalone restaurants or convenience store or travel center locations. A number of restaurant chains have experienced incidents related to foodborne illnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of our locations, or negative publicity or public speculation about an incident, could have a material adverse effect on our business, financial condition and results of operations.
Territorial restrictions placed on us by our leases with HPTSVC and our franchise agreements with our franchisees could impair our ability to grow our business.
Under our leases with HPT,SVC, without the consent of HPT,SVC, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPTSVC is located. Additionally, under our leases with HPT,SVC, we have granted HPTSVC a right of first refusal on the properties that are the subject of such leases. Under the terms of our franchise agreements for TA travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TA brand in a specified territory for that TA branded franchise location. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the Petro brand in a specified territory for that Petro branded franchise location. As a result of these restrictions, we may be unable to develop, acquire or franchise a travel center in an area in which an additional travel center may be profitable, thereby losing an opportunity for future growth of our business.
Our business and operations are subject to risks from adverse weather and climate events.
Severe weather may have a material adverse effect on properties we own and the U.S. trucking industry, and some believe that the incidents of severe weather are increasing in frequency as a result of global climate change. When severe weather events, such as hurricanes, floods and wildfires, occur near our travel centers, we or our franchisees may need to suspend operations of any impacted travel centers until the event has ended, repairs are made and the impacted travel centers are ready for operation. In addition, severe weather across a geographic region may cause a material decrease in the movement of trucks and, as a result, in our business. We or franchisees of our travel centers may incur significant costs and losses as a result of severe weather, both in terms of operating, preparing and repairing our travel centers in anticipation of, during and after a severe weather event and in terms of lost business due to the interruption in operating our travel centers or decreased truck movements. Our insurance and our franchisees’ insurance may not adequately compensate us or them for these costs and losses. In addition, concerns about climate change and increasing storm intensities may increase the cost of insurance for our travel centers or practically render it unavailable to obtain.
Labor disputes or other events may arise that restrict, reduce or otherwise negatively impact the movement of goods in the United States, which may adversely impact parts of the trucking industry that are our customers and may adversely impact our financial results at travel centers we operate.
A meaningful aspect of the U.S. trucking industry involves the movement of goods across the United States. Events that restrict, reduce or otherwise negatively impact the movement of those goods may adversely impact the trucking industry. In recent years, there were extended labor disputes at U.S. west coast ports which slowed the loading and unloading of goods at those ports. A large percentage of the goods which are loaded and unloaded at those ports are transported to and from those ports by trucking companies, including some who are our customers. Future labor disputes could disrupt the transportation of goods across the United States and remain unresolved for a prolonged period. Such a disruption may materially and adversely affect our business and our ability to operate profitable travel centers and meet our rent obligations may be adversely affected.obligations.
Changes in tax laws or other actions could have a negative effect on us.
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At any time, the federal or state income tax laws, or the administrative interpretations
Table of those laws, may be revised. Federal and state tax laws are constantly under review and interpretation by persons involved in the legislative process, the U.S. Internal Revenue Service, the U.S. Department of the Treasury and state taxing authorities. Changes to the tax laws, regulations and administrative interpretations, which may have retroactive application, could adversely affect us.Contents

In particular, in December 2017, the Tax Cuts and Jobs Act became law, making substantial changes to the U.S. Internal Revenue Code of 1986, as amended, or the Code, especially as it relates to the taxation of both corporate income and international income. Among those changes are a significant permanent reduction in the generally applicable corporate income tax rate and the elimination or modification of various deductions, such as for executive compensation and interest expense above certain thresholds. The new legislation generally limits business interest expense deductions to 30% of a taxpayer's adjusted taxable income for a taxable year, and beginning in 2022 this limitation will become more stringent as it will be determined after application of any deduction for depreciation, amortization, or depletion. Additionally, the legislation also imposes additional limitations on the deduction of net operating losses. The effects of these and other changes made in this legislation are highly complex; as such, we have not fully evaluated all the implications the changes to the Code may have on our income tax expense or payments. Furthermore, many of the provisions of the new law will require guidance through the issuance of Treasury regulations in order to fully implement them and assess their effect on us. There may be a substantial delay before such regulations are promulgated, thus leaving the uncertainty as to the ultimate effect of the statutory amendments to persist for an unknown period. It is also possible that there will be technical corrections legislation proposed with respect to the new law, the effect of which cannot be predicted and may be adverse to us.
We may be unable to utilize our net operating loss and tax credit carryforwards.
Net operating losses and other carryforwards are subject to limitations stemming fromunder the December 2017 amendments toU.S. Internal Revenue Code of 1986, as amended, or the Code providing thatCode. For instance, carryforwards of net operating losses arising in taxable years beginning after 2017 generally cannot offset more than 80% of the current year's taxable income. Moreover, pursuant to the December 2017 amendments to the Code, net operating losses arising in taxable years beginning after 2017prior to 2018 and various tax credits may not be carried back, but mayonly be carried forward indefinitely.for a limited number of years. These and other limitations could affect our ability to utilize currently all of our existing net operating loss and tax credit carryforwards.carryforwards, and could even cause some of these tax attributes to expire before they are used.
If we experience an ownership change, our net operating loss and tax credit carryforwards, which currently are expected to be utilized to offset future taxable income, may be subject to limitations on usage or elimination. Our bylawsgoverning documents impose certain restrictions on the transfer and ownership of our shares of common stock in order to help us preserve the tax treatment ofthat would adversely affect our ability to utilize our net operating lossesloss and other tax benefits (seecredit carryforwards; however, we cannot be sure that these restrictions will be effective. See below for a discussion of the risks related to our ownership limitations under the heading "Risks Arising from Certain of Our Relationships and Our Organization and Structure").
Changes in lease accounting standards may materially and adversely affect us.
The Financial Accounting Standards Board recently adopted new accounting rules, to be effective for our fiscal year ending December 31, 2019, that will require companies to capitalize all leases on their balance sheets by recognizing a lessee's rights and obligations. When the rules are effective, we expect we will be required to account for substantially all of our leases under which we are the lessee as assets and liabilities on our balance sheet, while currently we account for such leases on an "off balance sheet" basis. As a result, a significant amount of lease related assets and liabilities will be recognized in our balance sheets and we may be required to make other changes to the recording and classification of our lease related expenses. Though these changes will not have any direct impact on our overall financial condition or contractual payment or other obligations, these changes could cause investors or others to change the way they view our financial condition and could change the calculations of financial metrics and covenants, as well as third party financial models regarding our financial condition.
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or our internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and our internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While our management will continue to review the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, there can be no guarantee that our disclosure controls and procedures and internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weaknesses, in our disclosure controls and procedures or internal control over financial reporting could result in misstatements of our results of operations or our financial statements or could otherwise materially and adversely affect our business, reputation, results of operations, financial condition or liquidity.

Our business may be adversely impacted by a material increase in interest rates, including changes that may result from the expected phase out of LIBOR, and adverse changes in fiscal policy or credit market conditions.
In the past, the U.S. federal government’s fiscal policies and economic stimulus actions have created uncertainty in the financial markets and caused volatility in interest rates, which impacted business and consumer behavior. The U.S. Federal Reserve steadily increased the targeted federal funds rate over the last several years, but recently took action to decrease its federal funds rate and may continue to make adjustments in the near future. If key economic indicators, such as the unemployment rate, inflation, household spending and economic activity, are not sustained at levels the Federal Reserve believes support its objectives, the Federal Reserve may increase the target range for the federal funds rate. Increases in the federal funds rate would cause interest rates and borrowing costs to rise. Material increases in interest rates or market reactions to those increases may have a material adverse effect on our business. In addition, LIBOR is expected to be phased out in 2021. The interest rates under our Credit Facility are based on LIBOR and future debt we may incur may also be based on LIBOR. We currently expect that the determination of interest under our Credit Facility would be based on the alternative rates provided under our credit agreement or would be revised to provide for an interest rate that approximates the existing interest rate as calculated in accordance with LIBOR. Despite our current expectations, we cannot be sure that, if LIBOR is phased out or transitioned, the changes to the determination of interest under our credit agreement would approximate the current calculation in accordance with LIBOR. An alternative interest rate index that may replace LIBOR may result in our paying increased interest.
The nature of our business exposes us to litigation.
We have been, are currently, and expect in the future to be involved in claims and lawsuits arising in the ordinary course of our business, some of which may involve material amounts. The types of claims that we may be subject to from time to time include commercial disputes, employment related claims, including wage and hour claims, and premises liability claims, among others.
Defending litigation may distract management and be expensive, and any adverse rulings or judgments in such litigation may materially impact our business, operating results and liquidity. For more information regarding certain of our legal proceedings see the heading "Legal Proceedings" in Note 15 to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report.
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Risks Related to Our AcquisitionGrowth Strategies
We are in the process of executing new and Growth Strategiesexpanded business strategies; we may fail to successfully execute these strategies and these strategies may prove to be unprofitable.
Our success depends on our ability to grow our business and adapt our business model to changing market conditions. We are executing new and expanded business strategies. We launched a new smaller travel center format, branded TA Express, and, as of December 31, 2019, converted and opened 12 travel centers under this brand name, and we plan to expand our travel center business, including the TA Express brand, through franchising, acquisition and development opportunities. We also continue to grow our truck services business, particularly within our RoadSquad®, TechOn-Site® and Commercial Tire Dealer Network™ programs. In addition, as of December 31, 2019, we had entered into franchise agreements covering six travel centers under our travel center brand names and four restaurants to be operated under our QSL brand. On October 28, 2019, we entered into a multi unit franchise agreement with IHOP in which we agreed to rebrand and convert up to 94 of our full service restaurants to IHOP restaurants over the next five years. In addition, in 2018 we commenced operating a commercial tire retread business with our acquisition and upgrade of a 32,000-square foot commercial tire retread facility in Bowling Green, Ohio that we anticipate will give us the ability to provide a complete tire management system and retread tires for national and local fleets, local industries, regional construction and agricultural segments. However, we have no prior experience operating a commercial tire retread facility and the prior owner had closed this facility because it was not operating profitably. These new and expanded business strategies will take time to execute and require additional investment. While we believe the pursuit of these business strategies will have a positive effect on our business in the long term, we cannot be sure that they will.
Acquisitions may be more difficult, costly or time consuming than expected and the anticipated benefits of our growth strategies or any particular transaction may not be fully realized.
Businesses and properties that we acquire often require substantial improvements in order to be brought up to our standards or to achieve our expected financial results. For example, improvements to our acquired travel centers are often extensive and require an extended period of time to plan, design, permit and complete, which is then followed by another period of time for the acquired travel center to become part of our customers' supply networks. Many locations we have acquired, and may in the future acquire, produced, or may produce, operating results before our acquisition that caused, or may cause, the prior owners to exit these businesses. Despite our efforts, the actual results of acquired properties may not improve under our management and may vary greatly from the results we expected when we made the acquisitions. These variances may occur due to many factors, including competition, the cost of improvements exceeding our estimates and our realization of less synergies and less cost savings than expected. Some of these factors are outside our control. If improvements are more difficult, costly or time consuming than expected or if reaching maturity takes longer than expected or does not occur at all, our business, financial condition or results of operations could be negatively affected.
The success of our growth strategies, such as our expansion into the convenience store and standalone restaurant business, and any particular acquisition, including the realization of anticipated benefits, synergies and cost savings, will depend, in part, on our ability to successfully combine acquired businesses with ours. Integration of acquired businesses may be more difficult, costly or time consuming than expected, may result in the loss of key employees or business disruption to us, or may adversely affect our ability to maintain relationships with customers, suppliers and employees or to fully achieve the anticipated benefits of the growth strategy or acquisition. If we experience difficulties, the anticipated benefits of a growth strategy or particular transaction may not be realized fully or at all, or may take longer to realize than expected.
We may not complete our development projects within the time frame or for the investment we anticipate, or at all, and the anticipated benefits of the new facilities may not be fully realized.
Developing a new location generally may be more risky than buying an existing operating location. Any development projects we plan could be delayed or not completed or could require a greater investment of capital or management time, or both, than we expect. Additionally, if we design, plan, permit or construct a project but do not complete it, we may incur substantial costs without realizing any expected benefits. Also, the facilities we construct may not generate the financial returns we anticipate.

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Risks Arising from Certain of Our Relationships and Our Organization and Structure
Our agreements and relationships with HPT, our Managing Director,SVC, RMR and others related to them may create conflicts of interest, or the appearanceperception of such conflicts, and may restrict our ability to grow our business.
We have significant commercial and other relationships with HPT, our Managing Director, The RMR Group LLC, orSVC, RMR and others related to them, including:
We lease a large majority of our travel centers from HPTSVC and our business is substantially dependent upon our relationship with HPT.SVC.
HPTSVC is our largest shareholder,stockholder, owning 8.6%0.7 million, or approximately 8.2%, of our outstanding shares of common sharesstock as of December 31, 2017.2019.
Our Managing Director, Adam D. Portnoy, is a current managing trustee of HPT, and his father, Barry M. Portnoy, is a former managing trustee of HPT, and together owned, directly or indirectly, in aggregate 1.4% of HPT's outstanding common shares as of December 31, 2017.
RMR provides us with business management services pursuant to a business management agreement and we pay RMR fees for those services based on a percentage of our fuel gross margin and nonfuel revenues. RMR also provides business and property management services to HPT.SVC.
The Chair of our Board of Directors and one of our Managing Directors, Adam D. Portnoy, is the chair of the board of trustees and a managing trustee of SVC, owned 1.5% of SVC's outstanding common shares as of December 31, 2019, is a managing director and an officer and, as the current sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc. and is an officer of, and owns equity interests in,employee of RMR. The RMR Group Inc. is the managing member of RMR and RMR is athe majority operating subsidiary of The RMR Group Inc.
Adam D. Portnoy and allAs of December 31, 2019, RMR owned 0.3 million, or approximately 3.6%, of our Independent Directors are membersoutstanding shares of the boards of trustees or boards of directors ofcommon stock.
Our other public companies to which RMR or its subsidiaries provide management services.

Andrew J. Rebholz, ourManaging Director and Chief Executive Officer, Jonathan M. Pertchik, is an Executive Vice President of RMR.
Barry A. Richards, our President and Chief Operating Officer, William E. Myers, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark R. Young, our Executive Vice President and General Counsel, are also officers of RMR. Barry M.
Adam D. Portnoy wasand all of our Independent Directors are members of the boards of trustees or boards of directors of other Managing Director and a director and an officer of Thepublic companies to which RMR Group Inc. and an officer of RMR until his death on February 25, 2018. Thomas M. O'Brien, our former Managing Director and President and Chief Executive Officer who retired effective December 31, 2017, was also an officer of RMR.or its subsidiaries provide management services.
In the event of conflicts between us and RMR, any affiliate of RMR or any publicly owned entity with which RMR has a relationship, including HPT,SVC, our business management agreement allows RMR to act on its own behalf and on behalf of HPTSVC or such other entity rather than on our behalf.
We, HPT and five other companies to which RMR provides management services currently own Affiliates Insurance Company, an Indiana insurance company, or AIC, and are parties to a shareholders agreement regarding AIC.
In an agreement with HPTSVC entered in 2007 in connection with our spin off from HPTSVC and in our HPTSVC Leases, we granted HPTSVC a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center with another party. Under the 2007 agreement, we also granted HPTSVC and other entities to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which they invest before we do. Additionally, under the HPTSVC Leases, without the consent of HPT,SVC, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPTSVC is located. These rights of first refusal and noncompetition provisions could limit our ability to purchase or finance our properties or properties we may wish to invest in or acquire in the future. Also, under the 2007 agreement we agreed not to take any action that might reasonably be expected to have a material adverse impact on HPT'sSVC's ability to qualify as a real estate investment trust, or REIT. For more information regarding our transactions, and leases with HPT,SVC, see Note 7Notes 3, 9 and Note 1214 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report.
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These relationships could create, or appear to create, conflicts of interest with respect to matters involving us, HPT, our Managing Director,SVC, RMR and others related to them. As a result of these relationships, our leases with HPT,SVC, management agreement with RMR and other transactions with HPT, our Managing Director,SVC, RMR and others related to them were not negotiated on an arm's length basis between unrelated parties, and therefore the terms thereof may not be as favorable to us as they would have been if they were negotiated on an arm's length basis between unrelated parties. In the past, in particular following periods of volatility in the overall market or declines in the market price of a company's securities, shareholder litigation, dissident shareholderstockholder director nominations, dissident stockholder proposals and dissident shareholder proposalsstockholder litigation have often been instituted against companies alleging conflicts of interest in business dealings with affiliated and related persons and entities. These activities, if instituted against us, and the existence of conflicts of interest or the appearanceperception of conflicts of interest, could result in substantial costs and diversion of our management's attention and could have a material adverse impact on our reputation, business and the market price of our shares of common sharesstock and other securities.
The substantial majority of the travel centers that we operate are owned by HPTSVC and our business is substantially dependent on our relationship with HPT.SVC. In addition, we have significant commercial arrangements with RMR and we are dependent on those arrangements in operating our business.
Of the 256261 travel centers we operate, 199,179, or 78%69%, are owned by HPTSVC and, as a result, our business is substantially dependent on our relationship with HPT.SVC. We lease these travel centers pursuant to five long term leases with HPT. HPTSVC. SVC may terminate our leases in certain circumstances, including if HPTSVC does not receive annual minimum annual rent on the subject properties or for certain other events of default. Our business is substantially dependent upon our continued relationship with HPT.SVC. The loss of our leases with HPT,SVC, or a material change to their terms, could have a material adverse effect on our business, financial condition or results of operations.
Additionally, we are party to a business management agreement with RMR whereby RMR assists us with various aspects of our business. As a result, we are dependent on our arrangements with RMR in operating our business and any adverse developments at RMR or in those arrangements could have a material adverse effect on our business and our ability to conduct our operations.

Ownership limitations and certain other provisions in our limited liability company agreement,charter, bylaws and certain material agreements may deter, delay or prevent a change in our control or unsolicited acquisition proposals.
Our limited liability company agreement,charter, or our LLC agreement,Articles, and amended and restated bylaws, or bylaws, contain provisions that prohibit any shareholderstockholder from owning more than 9.8% and 5%, respectively, (in value or in number of the number or valueshares, whichever is more restrictive) of any class or series of our outstanding shares.shares of capital stock, including our common stock. The 9.8% ownership limitation in our LLC agreement is consistentArticles and bylaws helps facilitate our compliance with our contractual obligations with HPTSVC to not take actions that may conflict with HPT'sSVC's status as a REIT under the Code. The 5% ownership limitation in our bylawsCode and is intended to help us preserve the tax treatment of our tax credit carryforwards, net operating losses and other tax benefits. We also believe these provisions promote good orderly governance. TheseHowever, these provisions may also inhibit acquisitions of a significant stake in us and may deter, delay or prevent a change in our control of us or unsolicited acquisition proposals that a shareholderstockholder may consider favorable.
OtherAdditionally, other provisions contained in our LLC agreementArticles and bylaws may also inhibit acquisitions of a significant stake in us and deter, delay or prevent a change in control of us or unsolicited acquisition proposals that a shareholderstockholder may consider favorable, including, for example, provisions relating to:
the division of our Board of Directors into three classes, with the term of one class expiring at each year;annual meeting of stockholders;
the authority of our Board of Directors, and not our shareholders,stockholders, to adopt, amend or repeal our bylaws and to fill vacancies on the Board of Directors;
limitations on the ability of shareholdersstockholders to cause a special meeting of shareholdersstockholders to be held and a prohibition on shareholdersstockholders acting by written consent unless the consent is a unanimous consent of all our shareholdersstockholders entitled to vote on the matter;
required qualifications for an individual to serve as a Director and a requirement that certain of our Directors be "Managing Directors"“Managing Directors” and other Directors be "Independent“Independent Directors," as defined in the governing documents;
the power of our Board of Directors, without shareholders'stockholders' approval, to authorize and issue additional shares of stock of any class or type on terms that it determines;
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limitations on the ability of our shareholdersstockholders to propose nominees for election as Directors and propose other business to be considered at a meeting of shareholders;stockholders;
a requirement that an individual Director may only be removed only for cause (as defined in our Articles) and then only by unanimousthe affirmative vote of stockholders entitled to cast 75% of the other Directors; and votes entitled to be cast in the election of directors;
a 75% shareholders' vote and cause requirements for removal of our entire Board of Directors;
a 75% shareholders' vote requirement for shareholder nominations and other proposals that areany matter that is not approved by our Board of Directors;
our electionDirectors receive the affirmative vote of stockholders entitled to cast 75% of the votes entitled to be governed by Section 203 ofcast on the Delaware General Corporation Law, which would prohibitmatter;
restrictions on business combinations between us from engaging in a business combination withand an interested shareholder, generallystockholder that have not first been approved by our Board of Directors (including a person that together with its affiliates owns or withinmajority of Directors not related to the last three years has owned 15% of our voting shares, for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner;stockholder);
requirements that shareholdersstockholders comply with regulatory requirements (including Illinois, Louisiana, Montana, Nevada and Nevada gaming and Indiana insurance licensing requirements)Pennsylvania gaming) affecting us, which could effectively limit sharestock ownership of us including, in some cases, to 5% of our outstanding shares;shares of common stock; and
requirements that any person nominated to be a Director comply with any clearance and pre-clearance requirements of state gaming or insurance licensing laws applicable to our business.
In addition, the HPTSVC Leases, our business management agreement with RMR and our credit agreement for our $200.0 million secured revolving credit facility, or our Credit Facility each provide that our rights and benefits under those agreements may be terminated in the event that anyone acquires more than 9.8% of our shares of capital stock or we experience some other change in control, as defined in those agreements, without the consent of HPT,SVC, RMR or the lenders under theour Credit Facility, respectively, and that pursuant to our shareholders agreement with respect to AIC, AIC and the other shareholders of AIC may have rights to acquire our interests in AIC if such an acquisition occurs or if we experience some other change in control.respectively. In addition, our obligation to repay deferred rent then outstanding under our amended leases with HPTSVC may be accelerated if, among other things, a Director not nominated or appointedelected by the then members of our Board of Directors is elected to our Board of Directors or if our shareholdersstockholders adopt a proposal (other than a precatory proposal) not recommended for adoption by the then members of our Board of Directors. For these reasons, among others, our shareholdersstockholders may be unable to realize a change in control premium for securities they own of us or otherwise effect a change of our policies or a change of our control.

The licenses, permits and related approvals for our operations may restrict ownership of us, or prevent or delay any change in control of us.
We have travel center locations in Illinois, Louisiana, Montana, Nevada and Nevada whichPennsylvania that include gaming operations. As a result, we and our subsidiaries involved in these operations are subject to gaming regulations in those states. Under state gaming regulations, which can vary by jurisdiction:
shareholdersstockholders whose ownership of our securities exceeds certain thresholds may be required to report their holdings to and to be licensed, found suitable or approved by the relevant state gaming authorities;
persons seeking to acquire control over us or over the operation of our gaming licenselicenses are subject to prior investigation by and approval from the relevant gaming authorities;
persons who wish to serve as one of our Directors or officers may be required to be approved, found suitable and in some cases licensed, by the relevant state gaming authorities; and
the relevant state gaming authorities may limit our involvement with, or ownership of, securities by persons they determine to be unsuitable.
As an owner of AIC, we are licensed and approved as an insurance holding company; and any shareholder who owns or controls 10% or more of our securities or anyone who wishes to solicit proxies for election of, or to serve as, one of our Directors or for another proposal of business not approved by our Board of Directors may be required to receive pre-clearance from the relevant insurance regulators.
The gaming and insurance regulations to which we are subject may discourage or prevent investors from nominating persons to serve as our Directors, from purchasing our securities, from attempting to acquire control of us or otherwise implementing changes that they consider beneficial.
Our rights and the rights of our shareholdersstockholders to take action against our Directors, officers, HPTSVC and RMR are limited.
Our LLC agreement eliminatesgoverning documents limit the personal liability of each of our Directors and officers to us and our shareholdersstockholders for monetarymoney damages for breach of fiduciary duty as our Director, except for a breach ofto the Director's duty of loyalty to us or our shareholders as modified by our LLC agreement, for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation ofmaximum extent permitted under Maryland law. Under current Maryland law, or for any transaction from which the Director derived an improper personal benefit. Our LLC agreement also provides that our Directors and officers HPT,will not have any liability to us and our stockholders for money damages other than liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services; or (ii) active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

32

Our Articles also generally require us, to the fullest extent permitted by Maryland law, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, our present and former Directors and officers, SVC, RMR, and the respective trustees, directors and officers of HPTSVC and RMR shall not be liable for monetary damages to us or our shareholders for losses sustainedthey may incur arising from claims or liabilities incurred as a resultactions in which any of them may be involved in connection with any act or omission by anysuch person or entity on behalf of themor with respect to us, unless, with respect to SVC, RMR, and the respective trustees, directors and officers of SVC and RMR, there has been a final, nonappealable judgment entered by a courtan arbiter determining that such person or entity acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that his, her or its conduct was unlawful.
Our LLC agreement also generally requires us to indemnify, to the fullest extent permitted by law, our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR for losses they may incur arising from claims or actions in which any of them may be involved in connection We have entered into individual indemnification agreements with any act or omission by such person or entity in good faith on behalf of or with respect to us. We also have similar obligations to our Directors and officers, under individualwhich provide similar indemnification agreementsobligations with respect to such persons. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholdersstockholders may have more limited rights against our present and former Directors and officers, HPT,SVC, RMR, and the respective trustees, directors trustees and officers of HPTSVC and RMR than might otherwise exist absent the provisions in our LLC agreementArticles and our indemnification agreements or that might exist with other companies, which could limit our shareholders'stockholders' recourse in the event of actions not in our shareholders'stockholders' best interest.

Disputes with HPT and RMR and shareholderStockholder litigation against us or our Directors, and officers, manager, other agents or employees may be referred to bindingmandatory arbitration proceedings.proceedings, which follow different procedures than in-court litigation and may be more restrictive to stockholders asserting claims than in-court litigation.
Our contracts with HPTstockholders agree, by virtue of becoming stockholders, that they are bound by our governing documents, including the arbitration provisions of our bylaws and RMR provide that any dispute arising under those contractsArticles, as they may be referredamended from time to binding arbitration proceedings. Similarly, our LLC agreement and bylawstime. Our governing documents provide that certain actions by one or more of our shareholdersstockholders against us or againstany of our Directors, officers, manager, other agents or employees, including RMR and officers,its successors, other than disputesany request for a declaratory judgment or any portion thereof,similar action regarding the meaning, interpretation or validity of any provision of our LLC agreement and bylaws maygoverning documents, will be referred to mandatory, binding and final arbitration proceedings.proceedings if we, or any other party to such dispute, including any of our Directors, officers, manager, other agents or employees, including RMR and its successors, unilaterally so demands. As a result, we and our shareholdersstockholders would not be able to pursue litigation in courtsstate or federal court against HPT, RMRus or our Directors, officers, manager, other agents or employees, including RMR and its successors, including, for example, claims alleging violations of federal securities laws or breach of duties, if we or any of our Directors, officers, for disputes referredmanager, other agents or employees, including RMR and its successors, against whom the claim is made unilaterally demands the matter be resolved by arbitration. Instead, our stockholders would be required to pursue such claims through binding and final arbitration.
Our bylaws provide that such arbitration proceedings would be conducted in accordance with the procedures of the Commercial Arbitration Rules of the American Arbitration Association, as modified in our governing documents. These procedures may provide materially more limited rights to our stockholders than litigation in a federal or state court. For example, arbitration in accordance with our LLC agreementthese procedures does not include the opportunity for a jury trial, document discovery is limited, arbitration hearings generally are not open to the public, there are no witness depositions in advance of arbitration hearings and bylaws.arbitrators may have different qualifications or experiences than judges. In addition, the ability to collect attorney's fees or other damagesalthough our governing documents' arbitration provisions contemplate that arbitration may be limitedbrought in a representative capacity or on behalf of a class of our stockholders, the rules governing such representation or class arbitration may be different from, and less favorable to stockholders than, the rules governing representative or class action litigation in courts. Our governing documents also generally provide that each party to such an arbitration is required to bear its own costs in the arbitration, proceedings, whichincluding attorneys' fees, and that the arbitrators may not render an award that includes shifting of such costs or, in a derivative or class proceeding, award any portion of our award to any stockholder or such stockholder's attorneys. The arbitration provisions of our governing documents may discourage our stockholders from bringing, and attorneys from agreeing to represent partiesour stockholders wishing to commence such a proceeding.bring, litigation against us or our Directors, officers, manager, other agents or employees, including RMR and its successors. Our agreements with SVC and RMR have similar arbitration provisions to those in our governing documents.
We believe that the arbitration provisions in our governing documents are enforceable under both state and federal law, including with respect to federal securities laws claims. We are a Maryland corporation and Maryland courts have upheld the enforceability of arbitration bylaws. In addition, the United States Supreme Court has repeatedly upheld agreements to arbitrate other federal statutory claims, including those that implicate important federal policies. However, some academics, legal practitioners and others are of the view that charter or bylaw provisions mandating arbitration are not enforceable with respect to federal securities laws claims. It is possible that the arbitration provisions of our governing documents may experience losses fromultimately be determined to be unenforceable.
By agreeing to the arbitration provisions of our business dealings with AIC.
We, HPT, and five other companies to which RMR provides management services each own 14.3% of AIC. We and those other AIC shareholders participate in a combined insurance program arranged and insured or reinsured in part by AIC and we periodically consider the possibilities for expanding our relationship with AIC to other types of insurance. Our principal reason for investing in AIC and for purchasing insurance in these programs is to seek to improve our financial results by obtaining improved insurance coverages at lower costs than may be otherwise available to us or by participating in any profits which we may realize as an owner of AIC. While we believe we have in the past benefitted from these arrangements, these beneficial financial results may not occur in the future, and we may need to invest additional capital in order to continue to pursue these results. AIC's business involves the risks typical of an insurance business, including the risk that it may not operate profitably. Accordingly, financial benefits from our business dealings with AIC maygoverning documents, stockholders will not be achieved indeemed to have waived compliance by us with federal securities laws and the future,rules and we may experience losses from these dealings.regulations thereunder.

33

Risks Related to Our Securities
Our shares havecapital stock has experienced significant price and trading volume volatility and may continue to do so.
Since we became a publicly traded company in January 2007, our shares havecapital stock has experienced significant share price and trading volatility, which may continue. The market price of our common shares of capital stock has fluctuated and could fluctuate significantly in the future in response to various factors and events, including, but not limited to, the risks set out in this Annual Report as well as:
the liquidity of the market for our common shares;capital stock, which may experience increased illiquidity as a result of the reverse stock split;
our historic policy to not pay cash dividends;
changes in our operating results;
issuances of additional common shares of capital stock and sales of our common sharescapital stock by holders of large blocks of our common shares,capital stock, such as HPTSVC, RMR or our Directors or officers;
a lack of analyst coverage, changes in analysts' expectations and unfavorable research reports; and
general economic and industry trends and conditions.
In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.
Recently, global and U.S. financial markets have experienced heightened volatility, including as a result of uncertainty regarding actual and potential shifts in U.S. and foreign trade, economic and other policies. This volatility and uncertainty could have a significant impact on the markets for our capital stock and our Senior Notes (as defined below), the markets in which we operate and a material adverse impact on our business prospects and financial condition.
Any future equity issuances we may make may significantly dilute our stockholders' equity interests.
The trading price of our shares of common stock is currently below the trading prices we have experienced in the past. If we issue additional shares of common stock at or near current trading price levels, certain of our pre-existing stockholders, especially our long term stockholders, may experience dilution of their equity interests.
Investors may not benefit financially from investing in our Senior Notes.
The indenture under which the 2028 Senior Notes, the 2029 Senior Notes, and the 2030 Senior Notes, which we refer to collectively as the Senior Notes, were issued contains no financial covenants or other provisions that would afford the holders of the Senior Notes any substantial protection in the event we participate in a material transaction. In addition, the indenture does not limit the amount of indebtedness we may incur or our ability to pay dividends, make distributions or repurchase our shares of common shares.stock. Additionally, investors in our Senior Notes may be adversely affected as a result of the following:
the Senior Notes are unsecured and effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;
an active trading market for the Senior Notes may not be maintained or be liquid;

we depend upon our subsidiaries for cash flow to service our debt, and the Senior Notes are structurally subordinated to the payment of the indebtedness, lease and other liabilities and any preferred equity of our subsidiaries; and
the Senior Notes are not rated;
redemption may adversely affect noteholders' return on the Senior Notes; and
an increase in market interest rates and other factors could result in a decrease in the value of the Senior Notes.

34

Our Credit Facility imposes restrictive covenants on us, and a default under the agreements relating to our Credit Facility or under our indenture governing our Senior Notes could have a material adverse effect on our business and financial condition.
Our Credit Facility requires us and our subsidiaries, among other obligations, to maintain a specified financial ratio under certain circumstances and to satisfy certain financial tests. In addition, our Credit Facility restricts, among other things, our ability to incur debt and liens, make certain investments and pay dividends and other distributions including, under certain circumstances, payments on the Senior Notes. Under certain circumstances, we are required to seek permission from the lenders under our Credit Facility to engage in specified corporate actions.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with these covenants (or similar covenants contained in future financing agreements) could result in a default under our Credit Facility, indenture and other agreements containing cross default provisions, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. A default could permit lenders or holders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt and to terminate any commitments to lend. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the Senior Notes. In addition, a default under our Credit Facility or indenture would also constitute a default under the HPTSVC Leases due to cross default provisions in the HPTSVC Leases. Further, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. If our indebtedness were to be accelerated, our assets may not be sufficient to repay such indebtedness in full. In such circumstances, we could be forced into bankruptcy or liquidation and, as a result, investors could lose their investment in our securities.


Item 1B. Unresolved Staff Comments
None.

35

Item 2. Properties
The table below summarizes by state information as of December 31, 2017,2019, regarding branding and ownership of the properties we operate and excludes properties operated by franchisees. The TA and Petro branded properties are included in our travel center segment, the Minit Mart branded properties are included in our convenience store segment and the QSL and other branded properties are included in corporate and other in our segment information. Information for the locations our franchisees operate is included under the heading "Relationships with Franchisees" in Item 1 of this Annual Report.
 Brand Affiliation:Ownership of Sites by:
 TATA
Express
PetroQSL
Others(1)
TotalTASVCJoint
Venture
Others(2)
Alabama —   —  —     —  —  
Arizona —   —  —   —   —  —  
Arkansas —   —  —   —   —  —  
California —   —   14   10   —  
Colorado   —  —     —  —  
Connecticut  —  —  —   —   —  —  
Florida   —  —   —   —  —  
Georgia —   —   11    —   
Idaho —  —  —  —   —   —  —  
Illinois —   —  —  10  —  10  —  —  
Indiana —    —  14    —  —  
Iowa —  —  —  —     —  —  
Kansas —   —  —     —  —  
Kentucky —   —      —  —  
Louisiana —   —  —     —  —  
Maryland —  —  —  —   —   —  —  
Michigan —  —  —  —     —  —  
Minnesota —  —  —  —    —  —  —  
Mississippi —   —  —   —   —   
Missouri —   —  —     —  —  
Montana —  —  —  —    —  —  —  
Nebraska —   —  —   —   —  —  
Nevada —   —  —     —  —  
New Hampshire —  —  —  —   —   —  —  
New Jersey —   —  —     —  —  
New Mexico —   —  —   —   —   
New York —   —  —     —  —  
North Carolina —   —  —     —  —  
North Dakota—   —  —  —    —  —  —  
Ohio —     22   13  —   
Oklahoma —   —  —     —  —  
Oregon —   —  —     —  —  
Pennsylvania —    —  14    —   
Rhode Island —  —  —  —    —  —  —  
South Carolina —   —  —     —  —  
Tennessee —   —  —     —  —  
Texas14    —  —  22   15  —  —  
Utah  —  —  —   —   —  —  
Virginia —  —   —   —   —   
Washington —   —  —   —   —  —  
West Virginia —  —   —     —   
Wisconsin —   —  —     —  —  
Wyoming —   —  —   —   —  —  
Ontario, Canada —  —  —  —    —  —  —  
Total160   63  15   250  56  179   12  
(1) Includes other locations, including a standalone restaurant other than QSL and truck service facilities.
(2) Includes properties leased from, or managed for, parties other than SVC.
36

 Brand Affiliation:  Ownership of Sites by:
 TA Petro 
Minit
Mart(1)
 QSL 
Others(2)
 Total  TA HPT 
Joint
Venture
 
Others(3)
Alabama3
 3
 
 
 
 6
  2
 4
 
 
Arizona5
 2
 
 
 
 7
  
 7
 
 
Arkansas2
 2
 
 
 
 4
  
 4
 
 
California9
 4
 3
 
 1
 17
  
 11
 6
 
Colorado4
 1
 2
 
 
 7
  4
 3
 
 
Connecticut3
 
 
 
 
 3
  
 3
 
 
Florida6
 1
 
 
 
 7
  
 7
 
 
Georgia6
 3
 
 
 
 9
  1
 8
 
 
Idaho1
 
 
 
 
 1
  
 1
 
 
Illinois7
 3
 42
 
 
 52
  36
 10
 
 6
Indiana8
 6
 1
 
 
 15
  4
 11
 
 
Iowa2
 
 
 
 
 2
  1
 1
 
 
Kansas1
 1
 20
 
 
 22
  21
 1
 
 
Kentucky2
 2
 68
 
 1
 73
  49
 3
 
 21
Louisiana4
 3
 
 
 
 7
  
 7
 
 
Maryland3
 
 
 
 
 3
  
 3
 
 
Michigan6
 
 
 
 
 6
  1
 5
 
 
Minnesota1
 
 18
 
 
 19
  17
 1
 
 1
Mississippi1
 1
 
 
 
 2
  
 1
 
 1
Missouri4
 1
 39
 
 
 44
  39
 5
 
 
Montana2
 
 
 
 
 2
  2
 
 
 
Nebraska2
 1
 
 
 
 3
  
 3
 
 
Nevada3
 3
 
 
 
 6
  1
 5
 
 
New Hampshire1
 
 
 
 
 1
  
 1
 
 
New Jersey3
 1
 
 
 
 4
  
 4
 
 
New Mexico5
 2
 
 
 
 7
  
 6
 
 1
New York5
 1
 
 
 
 6
  
 6
 
 
North Carolina3
 1
 
 
 
 4
  1
 3
 
 
North Dakota1
 
 
 
 
 1
  1
 
 
 
Ohio9
 4
 11
 7
 
 31
  11
 14
 
 6
Oklahoma3
 1
 
 
 
 4
  
 4
 
 
Oregon2
 1
 
 
 
 3
  
 3
 
 
Pennsylvania8
 2
 
 5
 
 15
  4
 9
 
 2
Rhode Island1
 
 
 
 
 1
  1
 
 
 
South Carolina4
 2
 
 
 
 6
  2
 4
 
 
Tennessee6
 2
 3
 
 
 11
  3
 8
 
 
Texas13
 8
 
 
 
 21
  3
 18
 
 
Utah2
 
 
 
 
 2
  
 2
 
 
Virginia3
 
 
 1
 
 4
  
 3
 
 1
Washington1
 1
 
 
 
 2
  
 2
 
 
West Virginia2
 
 
 1
 
 3
  
 2
 
 1
Wisconsin2
 1
 26
 
 
 29
  25
 2
 
 2
Wyoming3
 1
 
 
 
 4
  
 4
 
 
Ontario, Canada1
 
 
 
 
 1
  1
 
 
 
Total163
 65
 233
 14
 2
 477
  230
 199
 6
 42
(1)
Includes one Minit Mart branded convenience store we own and lease to a dealer. Excludes Minit Mart branded stores located within our travel centers.
(2)
Includes restaurant brands other than QSL.
(3)
Includes properties leased from, or managed for, parties other than HPT.

Item 3. Legal Proceedings
The disclosure under the heading "Legal Proceedings" in Note 1315 to the Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report is incorporated herein by reference.


Item 4. Mine Safety Disclosures
Not applicable.


PART II


Item 5. Market for Our Common Equity, Related ShareholderStockholder Matters and Issuer Purchases of Equity Securities
Market information. Since July 1, 2016, ourInformation. Our shares of common shares have beenstock are traded on The Nasdaq Stock Market LLC or the Nasdaq, under the symbol "TA." Prior to that, our common shares traded on the New York Stock Exchange, or NYSE, under the same symbol. Set forth below, for the periods indicated, are the high and low sales prices for our common shares as reported on the Nasdaq and NYSE, as applicable:
2017 High Low
First Quarter $7.75
 $5.60
Second Quarter 6.38
 3.55
Third Quarter 4.63
 2.95
Fourth Quarter 5.85
 3.95
2016 High Low
First Quarter $9.58
 $6.41
Second Quarter 9.23
 6.45
Third Quarter 8.78
 6.56
Fourth Quarter 7.60
 5.65
The closing price of our common shares on the Nasdaq on February 27, 2018, was $4.00 per share.
Holders. As of February 23, 2018,19, 2020, there were 740 shareholders800 stockholders of record of our shares of common shares.stock.
Dividends. We have never paid or declared any cash dividends on our shares of common shares.stock. At present, we intend to retain our future earnings, if any, to fund the operations and growth of our business. Furthermore, our Credit Facility restricts our payment of cash dividends on our shares of common shares,stock, unless certain requirements under the Credit Facility are met, including that excess availability, as defined, is not less than 20%20.0% after any such payment, and our rent deferral agreement with HPTSVC prohibits us from paying any dividends while any deferred rent remains unpaid. Our future decisions concerning the payment of dividends on our shares of common sharesstock will depend upon our results of operations, financial condition and capital expenditure plans, as well as other factors as our Board of Directors, in its discretion, may consider relevant, and the extent to which the declaration or payment of dividends may be limited by agreements we have entered or cause us to lose the benefits of certain of our agreements.
Stock issuable under equity compensation plans. Issuable Under Equity Compensation Plans. The equity compensation plan information set forth in Part III, Item 12 of this Annual Report is incorporated by reference herein.
Recent salesSales of unregistered securities. Unregistered Securities. There were no sales of our unregistered securities by us during the fourth quarter of 2017.2019.

Issuer purchasesPurchases of equity securities. Equity Securities. The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2017:2019:
Calendar
Month
Number of Shares
Purchased(1)
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Approximate
Dollar Value of Shares That May
Yet Be Purchased Under
the Plans or Programs
October 2019—  $—  —  $—  
November 2019—  —  —  —  
December 201936,653  9.05  —  —  
Total36,653  $9.05  —  $—  
(1)During the quarter ended December 31, 2019, all common stock purchases were made to satisfy stock award recipients' tax withholding and payment obligations in connection with the vesting of awards of shares of common stock, which were repurchased by us based on their fair market value on the repurchase dates.

Calendar Month 
Number of Shares
Purchased(1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Approximate
Dollar Value of Shares
That May yet Be
Purchased Under the
Plans or Programs
October 2017 29,956
 $4.15
 
 $
November 2017 
 
 
 
December 2017 232,809
 4.35
 
 
Total 262,765
 $4.33
 
 $
(1)
During 2017, all common share purchases were made to satisfy share award recipients' tax withholding and payment obligations in connection with the vesting of awards of restricted common shares, which were repurchased by us based on their fair market value on the repurchase date.


Item 6. Selected Financial Data
The following table presents selected historical financial information for each of the last five fiscal years. The information set forth below with respect to fiscal years 2017, 2016 and 2015 was derived from, and should be read in conjunction with, the audited consolidated financial statements included in Item 15 of this Annual Report. The information set forth below with respect to fiscal years 2014 and 2013 was derived from, and should be read in conjunction with, the audited consolidated financial statements included in our 2014 Annual Report on Form 10-K. The following information should also be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report.Not applicable.

37

(in thousands, except per share and site counts
   unless indicated otherwise)
Year Ended December 31,
2017 2016 2015 2014 2013
Statements of Operations and
   Comprehensive Income (Loss) Attributable
   to Common Shareholders Data:
 
  
  
  
  
Revenues: 
  
  
  
  
Fuel$4,090,912
 $3,530,149
 $4,055,448
 $6,149,449
 $6,481,252
Nonfuel1,944,181
 1,903,623
 1,740,509
 1,596,575
 1,420,756
Rent and royalties from franchisees           16,500
 17,352
 12,424
 12,382
 12,687
Total revenues6,051,593
 5,451,124
 5,808,381
 7,758,406
 7,914,695
(Loss) income from operations(45,924) 22,060
 78,297
 113,640
 21,190
Net income (loss) attributable to common
   shareholders
9,262
 (2,018) 27,719
 60,969
 31,623
Net income (loss) per common share
   attributable to common shareholders:
 
  
  
  
  
Basic and diluted$0.23
 $(0.05) $0.72
 $1.62
 $1.06
Balance Sheet Data (end of period): 
  
  
  
  
Total assets$1,617,854
 $1,659,841
 $1,621,541
 $1,393,007
 $1,234,171
Sale leaseback financing obligation,
   noncurrent portion(1)
22,987
 21,165
 20,719
 82,591
 83,762
Deferred rent obligation(2)
150,000
 150,000
 150,000
 150,000
 150,000
Senior Notes330,000
 330,000
 330,000
 230,000
 110,000
Other Operating Data: 
  
  
  
  
Total fuel sold (gallons)(3)
2,152,179
 2,205,424
 2,130,103
 2,024,790
 2,034,929
Number of sites (end of period): 
  
  
  
  
Company operated travel centers228
 225
 223
 220
 217
Company operated convenience stores232
 232
 203
 34
 34
Company operated standalone restaurants16
 13
 2
 1
 
Franchisee operated travel centers4
 5
 5
 5
 5
Franchisee owned and operated travel centers24
 25
 24
 25
 25
Dealer operated convenience store1
 1
 1
 
 
Franchisee owned and operated
   standalone restaurants
33
 39
 
 
 
Total locations538
 540
 458
 285
 281
(1)
See Note 7 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our sale leaseback financing obligation.
(2)
The deferred rent obligation is due and payable in five installments of $42,915, $29,324, $29,107, $27,421 and $21,233 on June 30, 2024, and December 31, 2026, 2028, 2029 and 2030, respectively, and the obligation does not bear interest unless certain events provided under the applicable agreement occur. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.
(3)
Includes all fuel we sold, both at our retail locations and on a wholesale basis, including to a joint venture in which we own a noncontrolling interest, but excludes the retail fuel sales at travel centers operated by our franchisees.

Item 7. 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 in Part IV, Item 15 of this Annual Report. Amounts are in thousands of dollars, shares of common stock or gallons, as applicable, unless indicated otherwise.


Company Overview
TravelCenters of America Inc. is a Maryland corporation. Prior to August 1, 2019, we were organized as a Delaware limited liability company. On August 1, 2019, in conjunction with our conversion from a Delaware limited liability company to a Maryland corporation, we completed a reverse stock split of our outstanding shares of common stock pursuant to which every five shares of our issued and outstanding common stock were exchanged for one share of our common stock. The common stock information included within this Annual Report has been retrospectively adjusted to reflect this reverse stock split for all periods and dates presented. See Note 10 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our reverse stock split.
As of December 31, 2019, we operated or franchised 261 travel centers, two standalone truck service facilities and 43 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 it facilitates our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.

Executive Summary of Financial Results
During the years ended December 31, 2019 and 2018, we had income before income taxes and discontinued operations of $37,808 and a loss before income taxes and discontinued operations of $4,347, respectively. The increase of $42,155 in our income (loss) before income taxes and discontinued operations was primarily due to the following factors:
site level gross margin in excess of site level operating expense increased $47,464, which primarily resulted from the $70,229 benefit from the federal biodiesel blenders' tax credit that was retroactively reinstated for 2018 and 2019 and recognized in December 2019. During the year ended December 31, 2018, we recognized a $23,251 benefit from the federal biodiesel blenders' tax credit that was retroactively reinstated for 2017 and recognized in February 2018; and
real estate rent expense decreased $25,714, primarily as a result of the acquisition in January 2019 of 20 travel centers from SVC, which we previously leased from SVC, which reduced our annual minimum rent.
The factors noted above for the increase in our income (loss) before income taxes and discontinued operations were partially offset by the following factors:
selling, general and administrative expense increased $17,529, which was primarily due to a $12,947 increase in legal costs resulting from $10,082 of reimbursed litigation costs collected from Comdata during 2018 and also reflected increased compensation expense as a result of annual salary increases and increased headcount to support the growth in our business; and
depreciation and amortization expense increased $17,081, primarily as a result of acquiring 20 travel centers from SVC in January 2019 and $2,369 of impairment charges related to certain standalone restaurants.
Excluding the benefits of the federal biodiesel blenders' tax credits recognized in the years ending December 31, 2019 and 2018, of $70,229 and $23,251, respectively, and excluding the Comdata legal fees reimbursement recognized in 2018 of $10,082, income (loss) before income taxes and discontinued operations for the year ended December 31, 2019, would have reflected an improvement of $5,259 as compared to the year ended December 31, 2018, primarily due to the decrease in real estate rent expense as a result of the acquisition of 20 previously leased travel centers from SVC and an increase in nonfuel gross margin, partially offset by an increase in depreciation and amortization expense and increased compensation expense.
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In December 2019, the U.S. government retroactively reinstated the federal biodiesel blenders' tax credit for 2018 and 2019, as well as approved the federal biodiesel blenders' tax credit through 2022. As a result, we recognized $70,229 as a reduction to our fuel cost of goods sold in 2019 relating to 2018 and 2019. It typically has taken us approximately six to eight months to collect the cash refunds related to the federal biodiesel blenders' tax credit and we expect to collect the full amount for 2018 and 2019 by the 2020 fourth quarter. For the years 2020 through 2022, the benefit of the federal biodiesel blenders' tax credit will be included in the price we pay for biodiesel. We anticipate the benefit we will realize in future periods for the federal biodiesel blenders' tax credit may be less than the benefit we realized for each of the years 2017 through 2019.
Effects of Fuel Prices and Supply and Demand Factors
Our revenues and income are subject to material changes as a result of market prices and the availability of diesel fuel and gasoline. These factors are subject to the worldwide petroleum products supply chain, which historically has experienced price and supply volatility as a result of, among other things, severe weather, terrorism, political crises, military actions and variations in demand that are often the result of changes in the macroeconomic environment. Also, concerted efforts by major oil producing countries and cartels to influence oil supply may impact prices. In addition, other actions by governments regarding trade policies may impact fuel prices, such as the Administration's recent statements indicating that it may not extend the duration of previously granted waivers to certain countries from the Administration's sanctions on purchases of oil from Iran.
Over the past fewseveral years there have been significant changes in the cost of fuel. During the year ended December 31, 2017,2019, fuel prices did not materially change during the first half of 2017, but trended steadilyslightly upward, during the second half of 2017, ending at a higher price than at the start of the year. The averageDuring the year ended December 31, 2018, fuel prices trended steadily upward during the first half of 2018, but trended steadily downward during the second half of 2018, ending at a lower price was 21.8% abovethan at the start of the year. The average fuel price during the year ended December 31, 2016. During the year ended December 31, 2016, fuel prices generally trended upward for the year, ending at a higher price than at the start of the year. However, fuel prices in 2015 were generally higher than in 2016, therefore, the average fuel price2019, was 15.9%7.0% below the average fuel price during the year ended December 31, 2015. Some current economic forecasts reflect moderate price increases for fuel and an expectation of economic growth and inflation in the United States and elsewhere, which may impact demand for fuel and fuel prices. As noted above, various factors and events can cause fuel prices to change, sometimes suddenly and sharply.
Due to the volatility of our fuel costs and our methods of pricing fuel to our customers, we believe that fuel revenue is 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 revenue may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volumes or in fuel gross margin. We therefore consider fuel sales volume, fuel gross margin and nonfuel revenue to be better measures of our performance.
2018. We generally are able to pass changes in our cost for fuel products to our customers, but typically with a delay, such that during periods of rising fuel commodity prices, fuel gross margin per gallon tendtends to be lower than theyit otherwise may have been and during periods of falling fuel commodity prices, fuel gross margin per gallon tendtends to be higher than theyit otherwise may have been. Increases and volatility in the prices we pay for fuel can have negative effects on our sales and profitability and increase our working capital requirements. For more information about
Due to the volatility of our fuel market risks that may affect uscosts and our actionsmethods of pricing fuel to mitigate those risks, see Item 7A, "Quantitativeour 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 Qualitative Disclosures About Market Risk" elsewhereon a percentage basis, without a comparable change in this Annual Report.fuel sales volume or in fuel gross margin. We therefore consider fuel sales volume and fuel gross margin to be better measures of our performance.
We believe that demand for diesel fuel by trucking companies and motorists for any givena constant level of trucking activitymiles driven will continue to decline over time because of technological innovations that improve fuel efficiency of motor vehicle engines, other fuel conservation practices and alternative fuels. Wefuels and technologies. Although we believe these factors, combined with lower levels of trucking freight activity and competitive pressures, particularly during the three months ended March 31, 2017, were contributors to decreases inimpact the level of fuel sales volumesvolume we realizedrealize, fuel sales volume increased both on a consolidated and same site basis for 2017, as compared to 2016. Although fuel sales volume declined on a same site basis,during the decrease was partially offset by increases from acquired locations and development properties opened in 2016 and 2017.
Our fuel gross margin and fuel gross margin per gallon were lower in 2017 than in 2016, primarily due to the federal biodiesel fuel tax credits that were available in 2016 that were not available in 2017 and increased competition, partially offset by the positive impact of our pricing strategies.

The net income attributable to common shareholders we achieved for 2017,year ended December 31, 2019, as compared to the loss we experienced during 2016, was primarily due to the $58,602 income tax benefit thatyear ended December 31, 2018. We believe these increases resulted from the resolutionsuccess of certainour marketing initiatives.

Factors Affecting Comparability
Lease Amendments and Travel Center Purchases
In January 2019, we acquired from SVC 20 previously uncertain tax positions duringleased travel centers for $309,637, which amount includes $1,437 of transaction related costs, and amended our five existing leases with SVC such that: (i) the 2017 third quarter20 purchased travel centers were removed from the applicable leases and our annual minimum rent was reduced by $43,148; (ii) the related recognitionterm of each of the affected deferred tax assets and reversalleases was extended by three years; (iii) the amount of the related accrued liability (seedeferred rent obligation to be paid to SVC was reduced from $150,000 to $70,458 and we began to pay that amount in 16 equal quarterly installments commencing on April 1, 2019; and (iv) commencing with the year ended December 31, 2020, we will be obligated to pay to SVC an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of the annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019. These lease amendments are further described in Note 9 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual ReportReport.

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Sale of Convenience Stores Business
On December 5, 2018, we sold 225 convenience stores, one standalone restaurant and certain related assets, or the convenience stores business, for more information aboutan aggregate sale price of $330,609, resulting in net proceeds of $319,853 after transaction related costs and cash sold. As a result of this matter). In addition tosale, the resolutionresults of our previously uncertain tax positions, during 2017 we recognized the effects of a number of items that affected our profitabilityconvenience stores business are presented as compared to 2016, primarily includingdiscontinued operations for the following:
We recognized aggregate impairment charges of $9,769 on certain property and equipment and other asset write offs of $6,773, which charges are included in depreciation and amortization expenseyear ended December 31, 2018, in our consolidated statements of operations and comprehensive income (loss).
We incurred $9,706 of legal fees during 2017 in connection with our dispute with Comdata, as further described below, which is included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive income (loss).
As a result of the decrease in the corporate income tax rate from 35%See Note 4 to 21% as part of the Tax Cuts and Jobs Act enacted in December 2017, we recognized a $6,356 charge to reduce our benefit for income taxes as a result of revaluing our deferred tax assets and liabilities at the new statutory rate.
In connection with the retirements of certain of our senior management during 2017, including our former President and Chief Executive Officer and a former Executive Vice President, we recognized $1,489 related to one time payments and accelerated vesting of common shares previously awarded under our equity compensation plans, which amount is included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive income (loss).
Our restaurant renovation, rebranding and certain cost control initiatives also resulted in lower revenues in the short term but are expected to improve profitability in the future.
As described under the heading "Legal Proceedings" in Note 13 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report, Comdata had purported to terminate its Merchant Agreement with us in November 2016 and, from February 1, 2017, until mid-September 2017, unilaterally increased the fees it withheld from the transaction settlement payments due to us under that agreement. On September 11, 2017, the Court of Chancery of the State of Delaware, or the Court, issued a Memorandum Opinion stating that we were entitled to, among other things, an order requiring Comdata to specifically perform under the Merchant Agreement, and awarded damages to us and against Comdata for the difference between the higher transaction fees we had paid to Comdata since February 1, 2017, and what we should have paid during that period under the fee schedule in the Merchant Agreement, plus pre- and post- judgment interest. The Court also found that the Merchant Agreement provides for an award of reasonable attorneys' fees and costs to the prevailing party in a lawsuit enforcing any rights under the Merchant Agreement. In September 2017, we recognized a receivable, with an offsetting reduction of transaction fees expense, of $6,903 for the amount of excess transaction fees we subsequently recovered from Comdata in November 2017. Transaction fee expense is included in site level operating expenses in our consolidated statements of operations and comprehensive income (loss). We have not yet recognized any amounts of receivable or expense reduction in respect of our attorney's fees and costs related to this matter, which totaled $10,518 through December 31, 2017, as the Court has not yet determined the amount of fees and costs that we are entitled to recover.
On February 8, 2018, the U.S. government signed into law a spending bill which, among other things, retroactively reinstated the biodiesel blenders' tax credit for 2017. Retroactive reinstatement of the tax credit provides us with the right to refunds of amounts paid to suppliers or the federal government in connection with biodiesel purchases during 2017 that totaled approximately $23,300; this reduction of fuel cost of goods sold will be recognized in our consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2018. The legislation did not reinstate or establish the biodiesel tax credits for 2018.


Factors Affecting Comparability
Transaction Agreement with HPT
On June 1, 2015, we entered a transaction agreement with HPT, which we and HPT amended on June 22, 2016. We refer to this amended transaction agreement as the Transaction Agreement. Under the Transaction Agreement, among other things, we agreed to sell to HPT 16 existing travel centers we owned and certain assets at 11 properties currently leased from HPT, plus four additional travel centers upon our completion of their development, and HPT agreed to lease back these properties and assets to us under the HPT Leases. We also agreed to purchase from HPT five travel centers we previously leased from HPT.
During the year ended December 31, 2015, we sold 14 travel centers and certain assets at 11 properties currently leased from HPT for an aggregate of $279,383 and purchased five travel centers from HPT for $45,042. The resulting net increase of our minimum annual rent due to HPT was $20,153.
During the year ended December 31, 2016, we sold three of the development properties and two existing travel centers we owned for an aggregate of $82,413, and our minimum annual rent due to HPT increased by $7,004.
On May 3, 2017, we sold the fourth and final development property to HPT for $27,602, and our minimum annual rent due to HPT increased by $2,346.
See Notes 7 and 12 to the Notes to Consolidated Financial Statements included inPart IV, Item 15 of this Annual Report for more information about our Transaction Agreement with HPT.discontinued operations.
AcquiredFederal Biodiesel Blenders' Tax Credit
As noted above, in December 2019, the U.S. government retroactively reinstated the federal biodiesel blenders' tax credit for 2018 and Developed2019, and in February 2018, the U.S. government retroactively reinstated the federal biodiesel blenders' tax credit for 2017. As a result, we recognized a benefit of $70,229 and $23,251 in 2019 and 2018, respectively, to our fuel cost of goods sold.
Recently Acquired Sites
We believe that our travel centers and convenience storeswe acquire or develop generally require a three year period after they are developed or acquiredopen under our operation, and any related renovations are completed, to reach our expected stabilized financial results, generallyresults.
Since the beginning of 2018, we acquired the operations of three years for travel centers from franchisees, one that owned the site and one yeartwo that previously leased the sites from us, acquired a tire retread facility and opened a standalone truck service facility for convenience stores.
We acquired or developed nine travel centers duringa total investment (including the three year period ended December 31, 2017. Of these travel centers, three are included in the same site data for the year ended December 31, 2017. Ascosts of initial improvements) of $20,346 as of December 31, 2017, we had invested $21,122 (including the cost of initial improvements) in these three locations, and these locations2019. These sites generated $1,446 of site level gross margin in excess of site level operating expenses duringexpense of $4,348 and $1,071 for the yearyears ended December 31, 2017. The remaining six locations were acquired or developed for a total investment2019 and 2018, respectively. Prior to acquiring these sites, we collected rent and royalties from these franchisees of $112,338 (including the cost of initial improvements), and these locations generated $7,528 of site level gross margin in excess of site level operating expenses during the year ended December 31, 2017. Four of these six locations were newly developed on land we owned; these four properties were subsequently sold to, and leased back from, HPT. Some of these six travel centers were fully or partially out of service while improvements were being made to them during the year ended December 31, 2017.
We acquired 197 convenience stores during the three year period ended December 31, 2017. Of these convenience stores, 168 are included in the same site data$2,179 for the year ended December 31, 2017. As of December 31, 2017,2018.
Growth Strategies
On October 28, 2019, we had invested $327,910 (including the cost of initial improvements) in these 168 locations, and these locations generated $24,956 of site level gross margin in excess of site level operating expenses during the year ended December 31, 2017. The remaining 29 locations were acquired forentered into a total investment of $48,996 (including the cost of initial improvements), and these locations generated $3,522 of site level gross margin in excess of site level operating expenses during the year ended December 31, 2017. Some of these 29 convenience stores were fully or partially out of service while improvements were being made to them during the year ended December 31, 2017.



Results of Operations
Consolidated Financial Results
The following table presents changes in our operating results for the year ended December 31, 2017, as compared to the year ended December 31, 2016 and for the year ended December 31, 2016, as compared to the year ended December 31, 2015.
 2017 Change 2016 Change 2015
Revenues:         
Fuel$4,090,912
 15.9 % $3,530,149
 (13.0)% $4,055,448
Nonfuel1,944,181
 2.1 % 1,903,623
 9.4 % 1,740,509
Rent and royalties from franchisees16,500
 (4.9)% 17,352
 39.7 % 12,424
Total revenues6,051,593
 11.0 % 5,451,124
 (6.2)% 5,808,381
          
Gross margin:         
Fuel394,179
 (2.6)% 404,777
 (2.3)% 414,494
Nonfuel1,084,352
 3.0 % 1,053,077
 9.4 % 962,766
Rent and royalties from franchisees16,500
 (4.9)% 17,352
 39.7 % 12,424
Total gross margin1,495,031
 1.3 % 1,475,206
 6.2 % 1,389,684
          
Operating expenses:         
Site level operating980,749
 2.2 % 959,407
 8.3 % 885,646
Selling, general and administrative154,663
 11.2 % 139,052
 14.2 % 121,767
Real estate rent277,127
 5.7 % 262,298
 13.3 % 231,591
Depreciation and amortization128,416
 39.0 % 92,389
 27.6 % 72,383
Total operating expenses1,540,955
 6.0 % 1,453,146
 10.8 % 1,311,387
          
(Loss) income from operations(45,924) (308.2)% 22,060
 (71.8)% 78,297
          
Acquisition costs247
 (89.9)% 2,451
 (51.4)% 5,048
Interest expense, net29,962
 7.7 % 27,815
 23.4 % 22,545
Income from equity investees1,088
 (76.1)% 4,544
 12.0 % 4,056
Loss on extinguishment of debt
 NM
 
 NM
 10,502
(Loss) income before income taxes(75,045) NM
 (3,662) (108.3)% 44,258
Benefit (provision) for income taxes84,439
 NM
 1,733
 (110.5)% (16,539)
Net income (loss)9,394
 (587.0)% (1,929) (107.0)% 27,719
Less: net income for
   noncontrolling interests
132
 48.3 % 89
 NM
 
Net income (loss) attributable to
   common shareholders
$9,262
 (559.0)% $(2,018) (107.3)% $27,719

Year ended December 31, 2017, as compared to year ended December 31, 2016
Fuel revenues. Fuel revenues for 2017 increased by $560,763, or 15.9%, as compared to 2016. The table below shows the change in fuel sales volumes and revenues by segment. Corporate and other fuel gallons sold and fuel revenues represent wholesale sales to the locations we operate that are owned by an unconsolidated joint venturemulti unit franchise agreement with IHOP in which we ownagreed to rebrand and convert up to 94 of our full service restaurants to IHOP restaurants over the next five years, or the IHOP Agreement. Of the 94, we are obligated to convert the initial 20 full service restaurants to IHOP restaurants with the remaining conversions at our discretion. We currently operate these full service restaurants under our Iron Skillet or Country Pride brand names. Pursuant to the IHOP Agreement, we have agreed to, among other things, rebrand 15 full service restaurants by the end of 2020, 20 full service restaurants in each of 2021, 2022 and 2023 and 19 full service restaurants in 2024. The average investment per site to rebrand these restaurants is expected to be approximately $1,100 and we anticipate a noncontrolling interest andreturn on our investment of approximately 20%.
In 2019, we entered into franchise agreements covering 12 travel centers to other retailers.
 Fuel Gallons Sold Fuel Revenues
 2017 2016 Change 2017 2016 Change
Travel centers1,859,212
 1,908,924
 (2.6)% $3,533,121
 $3,036,861
 16.3%
Convenience stores253,826
 253,363
 0.2 % 480,917
 420,747
 14.3%
Corporate and other39,141
 43,137
 (9.3)% 76,874
 72,541
 6.0%
Consolidated totals2,152,179
 2,205,424
 (2.4)% $4,090,912
 $3,530,149
 15.9%
The increase in fuel revenues for 2017 as compared to 2016 was primarily due to increases in market prices for fuel, partially offset by decreases in same site fuel sales volume primarily inbe operated under our travel center segment.brand names; four of these franchised travel centers began operations under one of our travel center brands during 2019, two began operations in the 2020 first quarter to date and we anticipate six franchised travel centers to begin operations by the end of 2020. In addition, we have entered into an agreement with one of these franchisees pursuant to which we expect to add two additional franchised travel centers to our network, one within five years and the other within 10 years.
Nonfuel revenues. Nonfuel revenuesIn 2019, we entered into franchise agreements covering six standalone restaurants to be operated under our QSL brand name; three of these franchised restaurants began operations during 2019, and we anticipate the remaining three restaurants will be added to our network by the end of the 2020 second quarter.
We currently have a contract in place for 2017 increasedthe purchase of a parcel of land for $1,358 (expected to close by $40,558,the end of the 2020 second quarter) on which we, or 2.1%,one of our franchisees, plans to develop a TA Express travel center.
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Adoption of New Lease Accounting Standard
In February 2016, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update 2016-02, Leases, or ASU 2016-02, which established a comprehensive lease standard under GAAP for virtually all industries. In August 2018, the FASB issued Accounting Standards Update 2018-11, Targeted Improvements to ASC 842, or ASU 2018-11, which allowed companies to adopt the standard using the modified retrospective transition method. ASU 2016-02 and ASU 2018-11 are collectively referred to as comparedASC 842. ASC 842 requires, among others things, a lessee to 2016, primarilyrecognize a right of use asset and a lease liability for all leases with a term of greater than 12 months. We adopted ASC 842 using the modified retrospective transition method and elected not to restate prior year comparative periods. Upon adoption, we recognized an adjustment to our beginning accumulated deficit of $86,243, net of taxes, which had previously been recognized on a straight line basis over the terms of the SVC Leases as a resultreduction of recently acquiredreal estate rent expense. We also recognized operating lease assets of $1,785,866 and developed locations.
Fuel gross margin. Fuel gross margin for 2017 decreased by $10,598, or 2.6%,total operating lease liabilities of $1,996,957 as comparedof January 1, 2019. See Notes 1 and 9 to 2016, and our fuel gross margin per gallon decreased modestly by $0.001, or 0.5%, as compared to 2016. These decreases were primarily due to the impact of the federal biodiesel fuel tax credits that were available to us in 2016 that were not available in 2017 and the effects of competition, partially offset by the positive impact of our marketing and pricing strategies.
Nonfuel gross margin. Nonfuel gross margin for 2017 increased by $31,275, or 3.0%, as compared to 2016, primarily due to recently acquired and developed locations, a change in the mix of products and services sold and the positive impact of our pricing strategies. Nonfuel gross margin as a percentage of nonfuel revenues was 55.8% and 55.3% for 2017 and 2016, respectively. Nonfuel gross margin percentage for 2017 increased compared to 2016 primarily due to the positive impact of our purchasing and pricing strategies and marketing initiatives.
Site level operating expenses. Site level operating expenses for 2017 increased by $21,342, or 2.2%, as compared to 2016, primarily due to recently acquired and developed locations. On same site basis, site level operating expenses as a percentage of nonfuel revenues was 50.4% and 50.7% for 2017 and 2016, respectively.
Selling, general and administrative expenses. Selling, general and administrative expenses for 2017 increased by $15,611, or 11.2%, as compared to 2016. The increase in selling, general and administrative expenses was primarily attributable to litigation costs of $9,706 related to our dispute with Comdata and also a result of increased personnel costs including approximately $1,489 of expenses that resulted from the retirement agreements we entered during 2017 with former officers, partially offset by certain cost control initiatives. See Note 13 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our legal proceedings with Comdata.
Real estate rent expense. Real estate rent expense for 2017 increased by $14,829, or 5.7%, as compared to 2016. The increase in real estate rent expense was primarily a result of our sale to, and lease back from, HPT of six travel centers and of improvements at leased locations since the beginning of 2016, including the sales pursuant to the Transaction Agreement with HPT.
Depreciation and amortization expense. Depreciation and amortization expense for 2017 increased by $36,027, or 39.0%, as compared to 2016. The increase in depreciation and amortization expense primarily resulted from the increased amount of depreciable assets as a result of the locations we acquired and other capital investments we completed (and did not subsequently sell to HPT), $9,769 of impairment charges related to certain convenience stores and $6,773 of write offs of certain assets in the first and fourth quarters of 2017. See Note 3 to the Notes to Consolidated Financial Statements included inPart IV, Item 15 of this Annual Report for more information about the impairment charges.impact of ASC 842.


Benefit for income taxes. For 2017, we had an income tax benefit of $84,439 primarily as a result of a $58,602 income tax benefit that was recognized as a result of the resolution of certain previously uncertain tax positions and the related recognition of the affected deferred tax assets and reversal of the related accrued liability. In 2016, we had an income tax benefit of $1,733 as a result of a pretax loss.
In December 2017, the Tax Cuts and Jobs Act, or the Tax Act, became law which, among other things, decreased the corporate statutory tax rate from 35% to 21%. We applied the effect of the Tax Act in 2017, the period in which the Tax Act was enacted. Passage of the Tax Act, among other things, required us to revalue our deferred tax assets and liabilities using the new statutory rate, resulting in a decrease in our tax benefit of $6,356 for the year ended December 31, 2017. See Note 9 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our income taxes.
Year ended December 31, 2016, as compared to year ended December 31, 2015
Fuel revenues. Fuel revenues for 2016 decreased by $525,299, or 13.0%, as compared to 2015. The table below shows the change in fuel sales volumes and revenues by segment. Corporate and other fuel gallons sold and fuel revenues represent wholesale sales to the locations we operate that are owned by an unconsolidated joint venture in which we own a noncontrolling interest and to other retailers.
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 Fuel Gallons Sold Fuel Revenues
 2016 2015 Change 2016 2015 Change
Travel centers1,908,924
 1,974,744
 (3.3)% $3,036,861
 $3,763,536
 (19.3)%
Convenience stores253,363
 121,604
 108.4 % 420,747
 224,894
 87.1 %
Corporate and other43,137
 33,755
 27.8 % 72,541
 67,018
 8.2 %
Consolidated totals2,205,424
 2,130,103
 3.5 % $3,530,149
 $4,055,448
 (13.0)%
The decrease in fuel revenues for 2016 as compared to 2015 was due to significant decreases in market prices for fuel and lower fuel sales volume in our travel center segment as a result of fuel conservation methods adopted by our customers and due to increased competition, partially offset by increases in fuel sales volume in our convenience store segment as a result of acquired locations.
Nonfuel revenues. Nonfuel revenues for 2016 increased by $163,114, or 9.4%, as compared to 2015, primarily as a result of recently acquired locations.
Fuel gross margin. Fuel gross margin for 2016 decreased by $9,717, or 2.3%, as compared to 2015, and fuel gross margin per gallon decreased by $0.011, or 5.6%, as compared to 2015. These decreases were primarily due to an unusually favorable purchasing environment in the first four months of 2015 that did not recur in 2016.
Nonfuel gross margin. Nonfuel gross margin for 2016 increased by $90,311, or 9.4%, as compared to 2015, primarily due to recently acquired locations and our pricing and marketing initiatives. Nonfuel gross margin as a percentage of nonfuel revenues was 55.3% for each 2016 and 2015.
Site level operating expenses. Site level operating expenses for 2016 increased by $73,761, or 8.3%, as compared to 2015 primarily due to recently acquired locations. Site level operating expenses as a percentage of nonfuel revenues were 50.4% and 50.9% for 2016 and 2015, respectively. The improved expense ratio reflects both a larger portion of our operations conducted at convenience stores and the continued stabilization of our acquired convenience store locations.
Selling, general and administrative expenses. Selling, general and administrative expenses for 2016 increased by $17,285, or 14.2%, as compared to 2015. The increase was primarily attributable to increased personnel required to support the growth of our business, as well as increased spending on marketing and promotional activities.
Real estate rent expense. Real estate rent expense for 2016 increased by $30,707, or 13.3%, as compared to 2015. The increase in real estate rent expense was primarily a result of the sale to, and lease back from, HPT of travel centers and improvements at leased locations since the beginning of 2015, including the sales pursuant to the Transaction Agreement with HPT.
Depreciation and amortization expense. Depreciation and amortization expense for 2016 increased by $20,006, or 27.6%, as compared to 2015. The increase in depreciation and amortization expense primarily resulted from the locations we acquired and capital investments at our owned locations that we completed since the beginning of 2015.

Benefit (provision) for income taxes. For 2016, we had an income tax benefit of $1,733 as a result of a pretax loss. In 2015, we had an income tax provision of $16,539 as a result of pretax income. See Note 9 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our income taxes.

Segment Results of Operations
The following is a discussion of fuel and nonfuel revenues and site level gross margin in excess of site level operating expenses by reportable segment.
As part of thismanagement's discussion and analysis of our reportable segment operating results, we refer to increases and decreases in results on a same site basis. We include a location in the same site comparisons only if we continuously operated it for the entire duration since the beginning of the earliest comparative period presented, except forwe do not include locations we operate that are owned by an unconsolidated joint venture in which we own a noncontrolling interest, which we do not include.interest. Same site data also excludes revenues and expenses at locations not operated by us, such as rentrents and royalties from franchisees, revenues from a dealer operated convenience store and corporate level selling, general and administrative expenses.expense, as well as the revenues and expenses associated with our discontinued operations. We do not exclude locations from the same site comparisons as a result of capital improvements to the site or changes in the services offered.

Travel CentersConsolidated Financial Results
The following table presents changes in theour operating results for our travel center segment for the year ended December 31, 2017,2019, as compared to the year ended December 31, 2016,2018.
Year Ended December 31,
20192018Change
Revenues:
Fuel$4,247,069  $4,395,731  (3.4)%
Nonfuel1,856,147  1,820,341  2.0 %
Rent and royalties from franchisees14,143  16,143  (12.4)%
Total revenues6,117,359  6,232,215  (1.8)%
Gross margin:
Fuel(1)
378,718  320,027  18.3 %
Nonfuel1,129,729  1,109,876  1.8 %
Rent and royalties from franchisees14,143  16,143  (12.4)%
Total gross margin(1)
1,522,590  1,446,046  5.3 %
Site level operating expense943,810  914,730  3.2 %
Selling, general and administrative expense155,474  137,945  12.7 %
Real estate rent expense257,762  283,476  (9.1)%
Depreciation and amortization expense100,260  83,179  20.5 %
Income from operations65,284  26,716  144.4 %
Interest expense, net28,356  29,003  (2.2)%
Other (income) expense, net(880) 2,060  (142.7)%
Income (loss) before income taxes and discontinued operations37,808  (4,347) NM  
(Provision) benefit for income taxes(4,339) 1,574  (375.7)%
Income (loss) from continuing operations33,469  (2,773) NM  
Loss from discontinued operations, net of taxes—  (117,631) NM  
Net income (loss)33,469  (120,404) 127.8 %
Less: net income for noncontrolling interest124  149  (16.8)%
Net income (loss) attributable to common stockholders$33,345  $(120,553) 127.7 %
(1) The amount for 2019 includes a $70,229 benefit from the federal biodiesel blenders' tax credit that the U.S. government retroactively reinstated for 2018 and for the year ended2019 in December 31, 2016, as compared2019, and a $2,840 one time benefit due to the year ended December 31, 2015.reversal of loyalty award accruals recognized in connection with introducing a revised customer loyalty program. The amount for 2018 includes a $23,251 benefit from the federal biodiesel blenders' tax credit that the U.S. government retroactively reinstated for 2017 in February 2018.
42

 2017 Change 2016 Change 2015
Number of company operated travel
   center locations at end of period
228
 3
 225
 2
 223
Number of franchise operated travel
   center locations at end of period
28
 (2) 30
 1
 29
          
Fuel:         
Fuel sales volume (gallons)1,859,212
 (2.6) % 1,908,924
 (3.3) % 1,974,744
Fuel revenues$3,533,121
 16.3 % $3,036,861
 (19.3) % $3,763,536
Fuel gross margin336,253
 (4.6) % 352,361
 (9.3) % 388,502
Fuel gross margin per gallon$0.181
 (2.2) % $0.185
 (6.1) % $0.197
          
Nonfuel:         
Nonfuel revenues$1,636,009
 1.3 % $1,615,405
 1.0 % $1,599,088
Nonfuel gross margin964,438
 1.9 % 946,308
 3.3 % 915,794
Nonfuel gross margin percentage59.0% 40pts 58.6% 130pts 57.3%
          
Total revenues$5,181,434
 11.0 % $4,665,894
 (13.2) % $5,375,048
Total gross margin1,312,995
 0.1 % 1,312,297
 (0.3) % 1,316,720
Site level operating expenses849,162
 0.7 % 843,385
 1.2 % 833,156
Site level operating expenses as a
   percentage of nonfuel revenues
51.9% (30)pts 52.2% 10pts 52.1%
Site level gross margin in excess
   of site level operating expenses
$463,833
 (1.1) % $468,912
 (3.0) % $483,564

Same Site Operating Results
The following table presents our same site operating results for our travel center segment for the year ended December 31, 2017,2019, as compared to the year ended December 31, 2016,2018.
Year Ended December 31,
20192018Change
Number of same site company operated locations241  241  —  
Diesel sales volume (gallons)1,655,280  1,584,863  4.4 %
Gasoline sales volume (gallons)275,771  283,365  (2.7)%
Total fuel sales volume (gallons)1,931,051  1,868,228  3.4 %
Fuel revenues$4,116,591  $4,300,816  (4.3)%
Fuel gross margin(1)
374,820  316,940  18.3 %
Fuel gross margin per gallon$0.194  $0.170  14.1 %
Nonfuel revenues$1,831,343  $1,807,153  1.3 %
Nonfuel gross margin1,114,068  1,100,908  1.2 %
Nonfuel gross margin percentage60.8 %60.9 %(10)pts
Total gross margin(1)
$1,488,888  $1,417,848  5.0 %
Site level operating expense926,939  904,782  2.4 %
Site level operating expense as a percentage of nonfuel revenues50.6 %50.1 %50 pts
Site level gross margin in excess of site level operating expense(1)
$561,949  $513,066  9.5 %
(1) The amount for 2019 includes a $70,066 benefit from the federal biodiesel blenders' tax credit that the U.S. government retroactively reinstated for 2018 and 2019 in December 2019, and a $2,812 one time benefit due to the reversal of loyalty award accruals recognized in connection with introducing a revised customer loyalty program. The amount for 2018 includes a $23,234 benefit from the year endedfederal biodiesel blenders' tax credit that the U.S. government retroactively reinstated for 2017 in February 2018.
Year Ended December 31, 2016, as compared2019, As Compared to the year endedYear Ended December 31, 2015.2018
 2017 2016 Change 2016 2015 Change
Number of same site company
   operated travel center locations
220
 220
 
 217
 217
 
            
Fuel:           
Fuel sales volume (gallons)1,827,357
 1,893,690
 (3.5) % 1,883,514
 1,967,655
 (4.3) %
Fuel revenues$3,472,078
 $3,011,216
 15.3 % $2,994,344
 $3,749,929
 (20.1) %
Fuel gross margin329,399
 348,554
 (5.5) % 346,836
 386,412
 (10.2) %
Fuel gross margin per gallon$0.180
 $0.184
 (2.2) % $0.184
 $0.196
 (6.1) %
            
Nonfuel:           
Nonfuel revenues$1,597,954
 $1,596,816
 0.1 % $1,589,156
 $1,591,676
 (0.2) %
Nonfuel gross margin940,724
 935,140
 0.6 % 931,315
 911,677
 2.2 %
Nonfuel gross margin percentage58.9% 58.6% 30pts 58.6% 57.3% 130pts
            
Total gross margin$1,270,123
 $1,283,694
 (1.1) % $1,278,151
 $1,298,089
 (1.5) %
Site level operating expenses826,705
 833,323
 (0.8) % 828,390
 827,603
 0.1 %
Site level operating expenses as a
   percentage of nonfuel revenues
51.7% 52.2% (50)pts 52.1% 52.0% 10pts
Site level gross margin in excess
   of site level operating expenses
$443,418
 $450,371
 (1.5) % $449,761
 $470,486
 (4.4) %
Year ended December 31, 2017, as compared to year ended December 31, 2016
Fuel Revenues. Fuel revenues for 2017 increased2019 decreased by $496,260,$148,662, or 16.3%3.4%, as compared to 2016.2018. The decrease in fuel revenues for 2019 as compared to 2018 was primarily due to a decrease in market prices for fuel, partially offset by an increase in fuel sales volume. The table below showspresents the factors that causedcausing the changes in total fuel sales volume and revenues of our travel center segment between periods.
Gallons SoldFuel Revenues
Results for the year ended December 31, 20181,907,385  $4,395,731  
Decrease due to petroleum products price changes(306,773) 
Increase due to same site volume changes62,823  133,721  
Increase due to locations opened14,684  28,415  
Decrease due to locations closed(373) (778) 
Decrease in wholesale fuel sales volume(1,390) (3,247) 
Net change from prior year period75,744  (148,662) 
Results for the year ended December 31, 20191,983,129  $4,247,069  
43

 Gallons Sold Fuel Revenues
Results for 20161,908,924
 $3,036,861
Increase due to petroleum products price changes  586,881
Decrease due to same site volume changes(66,333) (125,955)
Increase due to locations opened16,621
 35,334
Net change from prior year period(49,712) 496,260
Results for 20171,859,212
 $3,533,121
Fuel revenues primarily reflected increases in market prices for fuel, partially offset by decreases in fuel sales volume on a same site basis. On a same site basis, fuel sales volume decreased by 66,333 gallons, or 3.5%, during 2017 as compared to 2016. The decrease in same site fuel sales volume in 2017 resulted from continued fuel efficiency gains, especially by our commercial diesel fuel customers, and competitive pressures.
Nonfuel Revenues.Nonfuel revenues for 20172019 increased by $20,604,$35,806, or 1.3%2.0%, as compared to 2016. Nonfuel revenues increased2018, primarily as a result of recently acquired and developed locations. Nonfuel revenues also increased modestlya $24,190 increase on a same site basis primarily due to increased tireand sales from our commercial tire dealer initiative and more competitive pricing strategies, partially offset by reduced restaurant business while we were converting certain locations from full service restaurants to QSRs and the impact of closing certain of our restaurants during late night time periods to increase profitability.
Site level gross margin in excess of site level operating expenses. Site level gross margin in excess of site level operating expenses for 2017 decreased by $5,079, or 1.1%, as compared to 2016, primarily due to decreases of $6,953, or 1.5%, on a same site basis, partially offset by increases due to newly acquired and developed locations.

On a same site basis, site level gross margin in excess of site level operating expenses decreased for 2017 as compared to 2016, resulting from decreases in fuel gross margin primarily due to the federal biodiesel fuel tax credits that were available to us in 2016 that were not available in 2017. This decrease was partially offset by decreases in site level operating expenses and increases in nonfuel gross margin.
Year ended December 31, 2016, as compared to year ended December 31, 2015
Revenues. Fuel revenues for 2016 decreased by $726,675, or 19.3%, as compared to 2015. The table below shows the factors that caused changes in total fuel sales volume and revenues of our travel center segment between periods.
 Gallons Sold Fuel Revenues
Results for 20151,974,744
 $3,763,536
Decrease due to petroleum products price changes  (623,726)
Decrease due to same site volume changes(84,141) (132,108)
Increase due to locations opened18,321
 29,159
Net change from prior year period(65,820) (726,675)
Results for 20161,908,924
 $3,036,861
Fuel revenues primarily reflected decreases in market prices for fuel and fuel sales volume from sameat new sites. On a same site basis, fuel sales volume for 2016 decreased by 84,141 gallons, or 4.3%, as compared to 2015. We believe the decrease in same site fuel sales volume was primarily due to our efforts to manage fuel sales profitability by adjusting pricing and the effects of truck engine fuel efficiency improvements and other fuel conservation efforts, lower levels of freight activity and competition.
Nonfuel revenues for 2016 increased by $16,317, or 1.0%, as compared to 2015. The increase in nonfuel revenues was primarily due to nonfuel revenues at recently acquired locations partially offset by decreases in nonfuel revenues on a same site basis. The decrease on a same site basis was primarily due to lower revenue at full service restaurants due to closingan increase in DEF sales as a result of newer trucks on the road and the positive impact of certain of our restaurants during slower night time periodspricing and decreasesmarketing initiatives in tire sales revenue primarily due to increased competition.our stores and QSRs. These increases were partially offset by the impact of the planned closure and remodeling of certain full service restaurants.
Site level gross margin in excess of site level operating expenses. Site level gross margin in excess of site level operating expensesRent and Royalties from Franchisees Revenues. Rent and royalties from franchisees revenues for 20162019 decreased by $14,652,$2,000, or 3.0%12.4%, as compared to 2015, due to decreases2018, primarily as a result of $20,725, or 4.4 %, on a same site basis,the purchase of three travel centers and one standalone restaurant from former franchisees and the closure of eight franchised standalone restaurants since the beginning of 2018, partially offset by increasesthe four franchised travel centers and three franchised standalone restaurants that began operations in 2019.
Fuel Gross Margin. Fuel gross margin for 2019 increased by $58,691, or 18.3%, as compared to 2018, primarily as a result of the $70,229 benefit recognized in 2019 in connection with the December 2019 reinstatement for 2018 and 2019 of the federal biodiesel blenders' tax credit, as compared to a $23,251 benefit recognized in 2018 in connection with the February 2018 reinstatement for 2017 of the federal biodiesel blenders' tax credit. Excluding the federal biodiesel blenders' tax credit recognized in 2019 and 2018, fuel gross margin increased $11,713, primarily due to newly acquiredan increase in diesel fuel sales volume and developed locations.a more favorable purchasing environment in 2019 than in 2018. The increase was partially offset by higher costs associated with increased rewards under our customer loyalty program to incentivize drivers to purchase higher fuel volumes.
Nonfuel Gross Margin. Nonfuel gross margin for 2019 increased by $19,853, or 1.8%, as compared to 2018 primarily due to an increase in DEF gross margin and improved gross margin at certain QSR concepts. Nonfuel gross margin percentage for 2019 declined slightly to 60.9% from 61.0% for 2018.
Site Level Operating Expense. Site level operating expense for 2019 increased by $29,080, or 3.2%, as compared to 2018. On a same site basis, site level gross margin in excess of site level operating expenses decreased for 2016, as compared to 2015, as a result of decreases in fuel gross margin primarily due to an unusually favorable purchasing environment experienced in the first four months of 2015 that did not recur during 2016, and increases in site level operating expenses, partially offset by increases in nonfuel gross margin.

Convenience Stores
The following table presents changes in the operating results for our convenience store segment for the year ended December 31, 2017, as compared to the year ended December 31, 2016, and for the year ended December 31, 2016, as compared to the year ended December 31, 2015.
 2017 Change 2016 Change 2015
Number of company operated
   convenience stores locations at
   end of period
232
 
 232
 29
 203
Number of dealer operated
   convenience store locations
   at end of period
1
 
 1
 
 1
          
Fuel:         
Fuel sales volume (gallons)253,826
 0.2% 253,363
 108.4 % 121,604
Fuel revenues$480,917
 14.3% $420,747
 87.1 % $224,894
Fuel gross margin57,227
 10.3% 51,900
 99.2 % 26,060
Fuel gross margin per gallon$0.225
 9.8% $0.205
 (4.2) % $0.214
          
Nonfuel:         
Nonfuel revenues$269,854
 2.4% $263,577
 87.6 % $140,503
Nonfuel gross margin94,516
 5.0% 90,047
 94.4 % 46,314
Nonfuel gross margin percentage35.0% 80pts 34.2% 120pts 33.0%
          
Total revenues$750,986
 9.7% $684,630
 87.4 % $365,397
Total gross margin151,958
 6.8% 142,253
 96.6 % 72,374
Site level operating expenses111,404
 5.5% 105,593
 91.6 % 55,115
Site level operating expenses as a
   percentage of nonfuel revenues
41.3% 120pts 40.1% 90pts 39.2%
Site level gross margin in excess
   of site level operating expenses
$40,554
 10.6% $36,660
 112.4 % $17,259



The following table presents our same site operating results for our convenience store segment for the year ended December 31, 2017, as compared to the year ended December 31, 2016, and for the year ended December 31, 2016, as compared to the year ended December 31, 2015.
 2017 2016 Change 2016 2015 Change
Number of same site company
   operated convenience store locations
200
 200
 
 32
 32
 
            
Fuel:           
Fuel sales volume (gallons)227,102
 232,534
 (2.3) % 41,058
 41,690
 (1.5) %
Fuel revenues$430,417
 $385,053
 11.8 % $67,338
 $77,706
 (13.3) %
Fuel gross margin51,421
 48,187
 6.7 % 9,101
 8,950
 1.7 %
Fuel gross margin per gallon$0.226
 $0.207
 9.2 % $0.222
 $0.215
 3.3 %
            
Nonfuel:           
Nonfuel revenues$238,097
 $239,341
 (0.5) % $72,664
 $72,827
 (0.2) %
Nonfuel gross margin84,818
 83,241
 1.9 % 26,258
 25,965
 1.1 %
Nonfuel gross margin percentage35.6% 34.8% 80pts 36.1% 35.7% 40pts
            
Total gross margin$136,239
 $131,428
 3.7 % $35,359
 $34,915
 1.3 %
Site level operating expenses99,399
 96,819
 2.7 % 21,996
 22,440
 (2.0) %
Site level operating expenses as a
   percentage of nonfuel revenues
41.7% 40.5% 120pts 30.3% 30.8% (50)pts
Site level gross margin in excess
   of site level operating expenses
$36,840
 $34,609
 6.4 % $13,363
 $12,475
 7.1 %
Year ended December 31, 2017, as compared to year ended December 31, 2016
Revenues. Fuel revenues for 2017expense increased by $60,170,$22,157, or 14.3%2.4%, as compared to 2016. The table below shows the factors that caused changes in total fuel sales volume and revenues of our convenience store segment between periods.
 Gallons Sold Fuel Revenues
Results for 2016253,363
 $420,747
Increase due to petroleum products price changes  55,345
Decrease due to same site volume changes(5,432) (9,982)
Increase due to locations opened and closed5,895
 14,807
Net change from prior year period463
 60,170
Results for 2017253,826
 $480,917
The increase in fuel revenues in our convenience store segment was due to increases in market prices for fuel and increases in fuel sales volume from recently acquired locations, partially offset by decreases in fuel sales volume on a same site basis. On a same site basis, fuel sales volume for 2017 decreased by 5,432 gallons, or 2.3%, as compared to 2016. The decrease in same site fuel sales volume was primarily due to increased competition.
Nonfuel revenues for 2017 increased by $6,277, or 2.4%, as comparedlabor costs to 2016. The increasesupport our growth in nonfuel revenues, is primarily the result of recently acquired locations. On a same site basis, nonfuel revenues decreased modestly primarily due to the decline in fuel sales volume due to increased competition.
as well as higher maintenance and property tax expenses. Site level gross margin in excessoperating expense as a percentage of site level operating expenses. Site level gross margin in excess of site level operating expenses for 2017 increased by $3,894, or 10.6%, as compared to 2016, due to increases of $2,231, or 6.4 %,nonfuel revenues on a same site basis was 50.6% for 2019 as compared to 50.1% for 2018. The increase in this percentage primarily reflects higher nonlabor costs such as maintenance and increases from recently acquired locations.

Onproperty taxes; the ratio of labor costs to nonfuel revenues on a same site basis site level gross margin in excess of site level operating expenseswas consistent between 2019 and 2018.
Selling, General and Administrative Expense. Selling, general and administrative expense for 20172019 increased by $17,529, or 12.7%, as compared to 20162018. This increase was primarily due to a $12,947 increase in legal costs primarily resulting from $10,082 of reimbursed litigation costs collected from Comdata during 2018 and increased compensation expense as a result of annual salary increases and increased headcount to support the growth in fuel and nonfuel gross marginsour business. The increase was partially offset by $3,571 of expenses related to an executive officer retirement agreement recognized in 2018.
Real Estate Rent Expense. Real estate rent expense for 2019 decreased by $25,714, or 9.1%, as operations at acquired locations continuecompared to improve,2018. The decrease in real estate rent expense was primarily the result of our purchase of 20 travel centers from SVC in January 2019, which reduced our annual minimum rent due to SVC, partially offset by increases in site level operating expenses.that resulted from our sales to, and lease back from, SVC of improvements at leased sites during 2018.
Year ended December 31, 2016, as compared to year ended December 31, 2015
Revenues. Fuel revenuesDepreciation and Amortization Expense. Depreciation and amortization expense for 20162019 increased by $195,853,$17,081, or 87.1%20.5%, as compared to 2015. The table below shows2018. This increase primarily resulted from an increase, since the factors that caused changes in total fuel sales volume and revenuesbeginning of our convenience store segment between periods.
 Gallons Sold Fuel Revenues
Results for 2015121,604
 $224,894
Decrease due to petroleum products price changes  (9,355)
Decrease due to same site volume changes(632) (979)
Increase due to locations opened and closed132,391
 206,187
Net change from prior year period131,759
 195,853
Results for 2016253,363
 $420,747
The increase in fuel revenues2018, in our convenience store segment was dueamount of depreciable assets as a result of the locations we acquired (primarily the 20 travel centers acquired from SVC in January 2019) and other capital investments we completed (and did not subsequently sell to fuel sales volume at recently acquired locations, partially offset by decreasesSVC) and $2,369 of impairment charges related to certain standalone restaurants in market prices2019.
(Provision) Benefit for fuelIncome Taxes. We had a provision for income taxes of $4,339 in 2019 and decreasesa benefit for income taxes of $1,574 for 2018. The change in fuel sales volume on a same site basis. On a same site basis, fuel sales volumeour (provision) benefit for 2016 decreased by 632 gallons, or 1.5%, as compared to 2015. The decrease in same site fuel sales volumeincome taxes was primarily due to our adjusting fuel sales pricing to manage fuel sales volume and profitability and the effects of competition.
Nonfuel revenues for 2016 increased by $123,074, or 87.6%,pretax income from continuing operations in 2019 as compared to 2015. The increasea pretax loss from continuing operations experienced in nonfuel revenues was primarily due2018. See Note 11 to recently acquired locations. On a same site basis, nonfuel revenues decreased modestly.the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our income taxes.
Site level gross margin in excess

44

On a same site basis, site level gross margin in excess of site level operating expenses for 2016 increased as compared to 2015 due to decreases in site level operating expenses, increases in nonfuel gross margin due to a favorable change in the mix of products and services sold and increases in fuel gross margin primarily resulting from our continued focus on adjusting our fuel sales pricing to manage profitability.


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 revolving Credit Facility with a current maximum availability of $200,000 subject to limits based on our qualified collateral;
sales to HPTSVC of improvements we make to the sites we lease from HPT;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:
continuing decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency, fuel conservation and alternative fuels;fuels and technologies;
decreased demand for our products and services that we may experience as a result of competition;competition or otherwise;
the fixed nature of a significant portion of our expenses, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
the costs and funding that may be required to execute our growth initiatives;
the possible inability of acquired or developed properties to generate the stabilized financial results we expected at the time of acquisition or development;
increasing labor cost inflation;
increases in our cost of capital that may result if there is a return to increasing market interest rates;
the risk of an economic slowdown or recession in the U.S. economy; and
the negative impacts on our gross margins and working capital requirements if there were a return to the higher level of prices for petroleum products we experienced in prior years or due to increases in the cost of our fuel or nonfuel products resulting from inflation generally; and
the risk of continued litigation costs.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. Our growth strategy of selectively acquiring additional properties and businesses and developing new sites requires us to expend substantial capital.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 $36,082$17,206 at December 31, 2017,2019, and net cash provided by operating activities of $82,467 in 2017, there can2019, we cannot be no assurancesure that we will maintain similarsufficient amounts of cash, that we will generate future profits or positive cash flows or that we will be able to obtain additional financing, if and when it becomes necessary or desirable to pursue business opportunities. As of December 31, 2019, we believe we had sufficient financial resources to fund operations for greater than 12 months.
Liquidity AspectsProceeds from Sale of Transactions with HPTConvenience Stores Business
Pursuant to the Transaction Agreement, HPT agreed to purchase from us, for our cost, four travel centers then being or to be developed, on land parcels we then owned, upon their completion. On each of March 31, 2016, June 30, 2016, September 30, 2016, and May 3, 2017,In December 2018, we sold to HPT for $19,683, $22,297, $16,557 and $27,602, respectively, and leased back from HPT, one of the completed travel centers. Also, on June 22, 2016, pursuant to the Transaction Agreement, we sold to, and leased back from, HPT two existing travel centers owned by us and we received total proceeds of $23,876, and during the year ended December 31, 2015, we sold 14 travel centers and certain assets at 11 properties currently leased from HPTour convenience stores business for an aggregate sale price of $279,383.$330,609. This sale generated net cash proceeds of approximately $319,853 after transaction related costs and cash sold. See Note 4 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about the sale of our convenience stores business.


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Lease Amendments and Travel Center Purchases
In January 2019, we acquired from SVC 20 previously leased travel centers for $309,637, which amount includes $1,437 of transaction related costs, and amended our five existing leases with SVC providing for, among other things, a $43,148 reduction in our annual minimum rent payments and payment in 16 equal quarterly installments, which began on April 1, 2019; of deferred rent that aggregate to $70,458 to fully satisfy and discharge our previous deferred rent obligation. These lease amendments are further described in Note 9 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report.
Revolving Credit Facility
We have aOn July 19, 2019, we entered into an amendment, or the Amendment, to our Credit Facility. The Amendment, among other things: (i) extended the maturity of the Credit Facility with a groupto July 19, 2024; (ii) reduced the applicable margins on borrowings and standby letter of credit fees by 25 basis points and on commercial banks that maturesletter of credit fees by 12.5 basis points; (iii) made certain adjustments to the limitations on December 19, 2019. investments, dividends and stock repurchases under the Credit Facility; (iv) reduced the sublimit for issuance of letters of credit under the Credit Facility from $170,000 to $125,000; and (v) made certain adjustments to the borrowing base calculation.
Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount of this Credit Facility may be increased to $300,000. The Credit Facility may be used for general business purposes and allows for the issuance of letters of credit. Generally, no principal payments are due until maturity. Under the terms of the Credit Facility, interest is payable on outstanding borrowings at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At December 31, 2017,2019, based on our qualified collateral, a total of $112,669$111,017 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2017,2019, there were no loans outstanding$7,900 of borrowings under the Credit Facility, but we had$31 of accrued interest and outstanding $17,795fees and $18,141 of letters of credit issued under that facility, which reduced the amount available for borrowing under the Credit Facility, leaving $94,874$84,945 available for our use as of that date.
Senior Notes
On October 5, 2015, we issued in an underwritten public offering $100,000 aggregate principal amount of our 8.00% Senior Notes due on October 15, 2030, or the 2030 Senior Notes. Our net proceeds from this issuance were $95,494 after underwriters' discount and commission and other costs of the offering. The 2030 Senior Notes require that we pay interest at 8.00% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2016, and no principal payments are required prior to maturity on October 15, 2030. The 2030 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time on or after October 15, 2018.time.
On December 16, 2014, we issued in an underwritten public offering $120,000 aggregate principal amount of our 8.00% Senior Notes due on December 15, 2029, or the 2029 Senior Notes. Our net proceeds from this issuance were $114,448 after underwriters' discount and commission and other costs of the offering. The 2029 Senior Notes require that we pay interest at 8.00% per annum, payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year, beginning on February 28, 2015, and no principal payments are required prior to maturity on December 15, 2029. The 2029 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time on or after December 15, 2017.time.
On January 15, 2013, we issued in an underwritten public offering $110,000 aggregate principal amount of our 8.25% Senior Notes due on January 15, 2028, or the 2028 Senior Notes. Our net proceeds from this issuance were $105,250 after underwriters' discount and commission and other costs of the offering. The 2028 Senior Notes require that we pay interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2013, and no principal payments are required prior to maturity on January 15, 2028. The 2028 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time on or after January 15, 2016.time.
We refer to the 2030 Senior Notes, 2029 Senior Notes and 2028 Senior Notes collectively as our Senior Notes, which are our senior unsecured obligations. The total annual cash payments for interest expense on the current outstanding aggregate principal amount under our Senior Notes areis $26,675.
The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time.

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IHOP Secured Advance Note
Concurrent with entering into the IHOP Agreement, we entered into a Secured Advance Note with IHOP, or the IHOP Note, pursuant to which we can borrow up to $10,000 in connection with the costs to convert our full service restaurants to IHOP restaurants. As of December 31, 2019, there were no loans outstanding under the IHOP Note.
West Greenwich Term Loan
On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering one of our travel centers. The interest rate is fixed at 3.85% for five years based on the five year Federal Home Loan Bank rate plus 198 basis points, and will reset thereafter. The West Greenwich Loan requires us to make principal and interest payments monthly. We plan to use the proceeds from the West Greenwich Loan for general business purposes. We may, at our option with 60 days prior written notice, at a nominal penalty within the first three years, at any time repay the loan in full prior to the end of the 10 year term.
See Note 68 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our Credit Facility, or our Senior Notes.Notes, the IHOP Note and the West Greenwich Loan.

Distribution from Affiliates Insurance Company

We, SVC and five other companies to which RMR provides management services each currently own 14.3% of Affiliates Insurance Company, or AIC, an Indiana insurance company. AIC is in the process of dissolving. In connection with its dissolution, we and each of the other AIC shareholders received a capital distribution of $9,000 in December 2019.

Sources and Uses of Cash Flow
Cash FlowFlows from Operating Activities
of Continuing Operations. During the years ended December 31, 20172019 and 2016,2018, we had net cash inflows from operating activities of $35,674continuing operations of $82,467 and $110,777,$73,258, respectively. The decrease in net cash provided by operations of $75,103$9,209 increase was primarily due to lower operating income and a $12,948 use of cash for working capital requirements, partially offset by decreases in 2017 as comparedoperating cash flow due to the cash generatedwe received during 2018 in connection with the $23,251 federal biodiesel blenders' tax credit and the $10,082 reimbursement of legal fees from working capital in 2016Comdata.
Cash Flows from Investing Activities of $33,799 that primarily resulted from the return from certain fuel suppliers of deposits we previously had placed with them to secure a trade credit.
Continuing Operations. During the years ended December 31, 20162019 and 2015,2018, we had net cash inflows from operating activities of $110,777outflows and $136,888, respectively. The decrease in net cash provided by operations of $26,111 was primarily due to lower operating income in 2016, partially offset by an increase in cash generated from working capital.
Cash Flow from Investing Activities
During the year ended December 31, 2017, we had cash outflowsinflows from investing activities of $61,885, a decreasecontinuing operations of $158,153 compared to $220,038 for the year ended December 31, 2016.$386,417 and $208,203, respectively. The decrease was$594,620 change primarily due to a decrease in capital expenditures due to a lower levelresulted from net cash proceeds of renovations at recently acquired locations, as a majority of those projects were completed in 2016, and a decrease in acquisition activities. During the year ended December 31, 2017, we invested $19,858 for the acquisition of six standalone restaurants from one of our franchisees and a travel center from another of our franchisees and invested $145,401 for other capital improvements to our properties. During the year ended December 31, 2017, we$310,496 received $109,374 of proceeds from the sale to HPT of oneour convenience stores business during 2018, the purchase for $309,637 of 20 travel centercenters we previously leased from SVC during 2019 and a reduced amount of sales of improvements to properties we lease from HPT, which was less than the proceeds received from sales to HPTSVC during the year ended December 31, 2016.
During the year ended December 31, 2016, we had cash outflows from investing activities2019. The change also reflects reduced amounts of $220,038, a decrease of $17,439capital expenditures and acquisitions in 2019 as compared to $237,4772018. See Notes 3, 4 and 9 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for the year ended December 31, 2015. The decrease was primarily due to a decrease in acquisition activities, partially offset by lower proceeds from asset sales to HPT and higher capital expenditures in 2016 than in 2015. During the year ended December 31, 2016, we invested $71,935 for the acquisitionmore information about our acquisitions, sale of 29our convenience stores 11 standalone restaurantsbusiness and franchise agreements for an additional 39 standalone restaurants and invested $329,997 for other capital improvements to our properties. During the year ended December 31, 2016, we received $193,082 of proceeds from the sales of five properties and assets to HPT, including improvements to properties we lease from HPT.transactions with SVC, respectively.
We consider sustaining capital expenditures to be the cost of investments required to maintain our existing business. We estimate that during 2018 our sustaining capital expenditures will be approximately $55,000, some of which are expected to be the type of improvements we typically request HPT to purchase from us. We may also make additional investments in our business for expansion or other projects. Our capital expenditure plan for 20182020 contemplates aggregate gross investments of approximately $150,000 and sales to HPT of improvements at sites leased from HPT of approximately $50,000,$118,905, but these amountsthis amount may be increased or decreased, possibly substantially, depending upon the opportunities we are presented, and specific circumstances that we face, including business and competitive demands, during 2018. HPT2020. Some of the investments we plan to make during 2020 may be improvements at leased sites of the type we typically have sold to SVC for an increase in rent; in 2020, we plan to continue to limit the amount of such sales to SVC in order to limit the related rent increases, but similar to our capital expenditure plan for 2020 generally, the amounts we actually sell to SVC may differ substantially from our current plan. SVC is not obligated to purchase any improvements that we may request it to buy.
Cash Flows from us.
Financing Activities. During the years ended December 31, 2019 and 2018, we had net cash inflows and outflows from financing activities of $6,673 and $2,402, respectively. The $9,075 change primarily resulted from the $7,900 borrowing on our Credit Facility during the year ended December 31, 2019. See Note 2, Note 7above and Note 128 to our Notes tothe Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our acquisitions and transactions with HPT, respectively.Credit Facility.
Cash Flow from Financing Activities
During the year ended December 31, 2017, we had cash inflows from financing activities
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During the year ended December 31, 2016, we had cash outflows from financing activities of $1,035, a change of $49,530 compared to the cash inflows from financing activities of $48,495 during the year ended December 31, 2015. The change in cash flows from financing activities was primarily due to proceeds from the issuance of our 2030 Senior Notes in October 2015, partially offset by the repayment of a financing obligation for $45,042 for five properties we no longer leased from HPT beginning in June 2015.


Off Balance Sheet Arrangements
As of December 31, 2017,2019, we had no off balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


Related Party Transactions
Relationships with HPT, RMR and AIC
We have relationships and historical and continuing transactions with HPT,SVC, RMR and itsothers related to them. For example: SVC is our former parent company, our principal landlord and our largest stockholder; RMR provides management services to both us and to SVC and RMR employs certain of our and SVC's executive officers, as well as our Managing Directors and SVC's managing member,trustees; Adam. D. Portnoy, the Chair of our Board of Directors and one of our Managing Directors, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of The RMR Group Inc., AIC,a managing director, president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR; and, as of December 31, 2019, SVC and RMR owned approximately 8.2% and 3.6%, respectively, of our outstanding shares of common stock. We also have relationships and historical and continuing transactions with other companies to which RMR or its subsidiaries provide management services and others affiliated with them. For example:
HPT is our former parent company, our principal landlordsome of which may have directors, trustees and our largest shareholder and RMR provides management services to bothofficers who are also directors, trustees or officers of us, and HPT;
As of December 31, 2017, we, HPT and five other companies to which RMR provides management services each owned 14.3% of AIC, which arranges and insuresSVC or reinsures in part a combined property insurance program for us and its six other shareholders;
RMR employs our Chief Executive Officer; our President and Chief Operating Officer; our Executive Vice President, Chief Financial Officer and Treasurer; our Executive Vice President and General Counsel; and our Managing Director; our Managing Director, as the current sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc., and, as such, beneficially owns direct and indirect interests in RMR; RMR employed our prior Managing Director, Barry M. Portnoy, until his death on February 25, 2018; RMR also employed our prior Managing Director, President and Chief Executive Officer who retired effective December 31, 2017; and
RMR assists us with various aspects of our business pursuant to a business management agreement and until July 31, 2017, provided building management services at our headquarters office building pursuant to a property management agreement.RMR.
For further information about these and other such relationships and related party transactions, see Notes 7, 10, 113, 9, 13 and 1214 to the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report and the section captioned "Business - Our Leases with HPT"SVC" above in Part I, Item 1 of this Annual Report, which are incorporated herein by reference, our other filings with the SEC and our definitive Proxy Statement for our 20182020 Annual Meeting of ShareholdersStockholders to be filed with the SEC within 120 days after the fiscal year ended December 31, 2017.2019. For further information about these transactions and relationships and about the risks that may arise as a result of these and other related party transactions and relationships, see elsewhere in this Annual Report, including "Warning Concerning Forward LookingForward-Looking Statements" and Part I, Item 1A, "Risk Factors". Copies of certain of our agreements with these related parties, including our leases, and related amendments and transaction agreements with HPT,SVC, our business management agreement with RMR, and certain other agreements with HPT and our shareholders agreement with AIC and its shareholders,SVC, are available as exhibits to our public filings with the SEC and accessible at the SEC's website, www.sec.gov. We may engage in additional transactions with related parties, including HPTSVC and businesses to which RMR or its subsidiaries provide management services.



Critical Accounting Policies
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make reasonable estimates and assumptions that may involve the exercise of significant judgment. For any estimate or assumption used, there may be other reasonable estimates or assumptions that may have been used. However, based on the available facts and circumstances inherent in the estimates and assumptions reflected in our consolidated financial statements, management believes it is unlikely that applying other reasonable estimates and assumptions would have caused materially different amounts to have been reported. Actual results may differ from these estimates.
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Impairment of long lived assets. Long Lived Assets. We review definite lived assets for indicators of impairment during each reporting period.We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions. Key assumptions, includeincluding our current expectations for projected fuel sales volumes,volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating expensesexpense and real estate rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate is used to measure the present value of the projected future cash flows and is set at a rate we believe is likely to be used by a market participant using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying impairment tests, including estimates of future cash flows and discount rates and in some instances we may obtain third party appraisals. We recognize impairment charges in the period during which the circumstances surrounding an asset or asset group to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset or asset group is made. We perform our impairment analysis for substantially all of our property and equipment and operating lease assets at the individual site level because that is the lowest level of asset and liability groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities. During 2017,2019, based on our assumptions resulted in totalevaluation of certain low performing owned and leased standalone restaurants, we incurred impairment charges of $9,769 related$2,369 to certain convenience store locations.our property and equipment and $579 to our operating lease assets. Applying significantly different assumptions or valuation methods could result in different results than we obtained.
Impairment of definite lived intangible assets. Definite Lived Intangible Assets.We assess intangible assets with definite lives for impairment annually or whenever events or changes in circumstances warrant a revision to the remaining period of amortization. Definite lived intangible assets primarily include our agreements with franchisees, leasehold interests, our agreements with franchisors and other intangible assets.franchisees. For 2017,2019, definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees and any changes in the manner in which the assets were used that could impact the valuevalues of the asset.assets. During 2017,2019, we did not record any impairment charges related to, or recognize a revision to the remaining period of amortization of, our definite lived intangible assets.
Impairment of indefinite lived intangible assetsIndefinite Lived Intangible Assets and goodwill. Goodwill.We assess intangible assets with indefinite lives for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable using either a quantitative or qualitative analysis. Indefinite lived intangible assets consisted of trademarks and their fair value was determined using a relief from royalty method. We subject goodwill and indefinite lived assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or indefinite lived intangible asset exceeds the fair market value of the asset. For 2017,2019, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including projected growth rates and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment. During 2017,2019, we did not record any impairment charges related to our indefinite lived intangible assets.

We evaluate goodwill for impairment at the reporting unit level as of July 31, or more frequently if the circumstances warrant. We have threetwo reporting units, which includeincluded our two reportable segments, travel centers and convenience stores,business and our QSL business.business as of December 31, 2019. With respect to goodwill, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of impairment to be recognized, if any.
Goodwill impairment testing for the travel center and convenience storeQSL reporting units for 20172019 was performed using a quantitativequalitative analysis under which the fair value of our reportable segments was estimated using both an income approach and a market approach. The income approach considered discounted forecasted cash flows that were based on our long term operating plan. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. A terminal value was used to estimate the cash flows beyond the period covered by the operating plan. The discount rate is an estimate of the overall after tax market rate of return we believe may be required by equity and debt holders of a business enterprise. The market approach considered the estimated fair values of possible comparable publicly traded companies. For each comparable publicly traded company, value indicators, or pricing multiples, were considered to estimate the value of our business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows, including revenue growth rates and operating cash flow margins, of the respective reporting unit. The fair value estimates are sensitive and actual rates and results may differ materially. Applying different assumptions could lead to different results. We utilized a qualitative approach to perform impairment testing for the goodwill related to the QSL business, which included evaluating financial trends and industry and market conditions. During 2017, we did not record any impairment charges related to our goodwill. The fair valueconditions and assessing the reasonableness of our travel center reporting unit substantially exceeded its carrying value, and the fair value of our convenience store reporting unit exceeded its carrying amount by 2.6%. As a measure of sensitivity, a 5% decreaseassumptions used in the fair value ofmost recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on our convenience store reporting unitanalyses, we concluded that as of July 31, 2017, would have resulted2019, our goodwill in those reporting units was not impaired.
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Customer Loyalty Programs. We offer travel center trucking customers and casual restaurant diners the carrying amount exceeding its fair value by approximately $12,800. Separately, a 50 basis point increaseoption to participate in the discount rate would have resulted in the carrying amount exceeding its fair value by approximately $13,700. In addition, a 1% decrease in the nonfuel revenue growth rate would have resulted in the carrying amount of the reporting unit exceeding its fair value resulting in impairment of approximately $1,000.
Customerour customer loyalty programs. We have accruals for theOur customer loyalty programs we offer, similarprovide customers with the right to frequent shopper programs offered by other retailers. Customers enrolled in these programs earn points or other award credits for certain fuel and nonfuelloyalty awards on qualifying purchases that can be redeemedused for discounts on future nonfuel productspurchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and services at our travel centers. Inwill be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining these accruals, we must estimatethe standalone selling price include the historic redemption ratesrate and future expected point expirations. These estimates are based on historical point expiration patterns, adjustedthe use of a weighted average selling price for expected future changes.fuel to calculate the revenues attributable to the loyalty awards. To the extent an estimate is inaccurate, our liabilities, expenses and net income (loss) attributable to common shareholdersstockholders may be understated or overstated.
Income tax matters. Tax Matters.As part of the process of preparing our consolidated financial statements, we estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for financial statement and tax reporting purposes. These temporary differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheets. We are required to record a valuation allowance to reduce deferred tax assets if we are not able to conclude that it is more likely than not these assets will be realized. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or a portion of the deferred tax assets. Judgment is required in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. We continue to maintain a valuation allowance against the deferred tax assets related to certain net operating loss and tax credit carryforwards in certain federal, state and foreign jurisdictions. To the extent our estimates and assumptions prove inaccurate, we may need to recognize additional amounts of valuation allowance, which would increase our income tax expense and reduce our net income (loss) attributable to common shareholdersstockholders in future periods.

Accounting for leases. Leases.With respect to accounting for leases, each time we enter a new lease or materially modify an existing lease we evaluate its classification as either a capitalfinance lease or an operating lease. The classification of a lease as capitalfinance or operating affects whether and how the transaction is reflected in our consolidated balance sheets, as well as our recognition of rental payments as rent or interest expense. For all leases with a term greater than 12 months, we recognize a lease asset and liability in our consolidated balance sheet. Certain of our leases include renewal options and purchase options. Renewal periods are included in calculating our lease assets and liabilities when they are reasonably certain. We calculate our lease assets and liabilities using the discount rate implicit in the SVC Leases and our incremental borrowing rate for all other leases. These evaluations require us to make estimates of, among other things, the remaining useful life and residual value of leased properties, appropriate discount rates and future cash flows that may be realized from the leased properties. Incorrect assumptions or estimates may result in misclassification of our leases. Other aspectsleases or the understatement or overstatement of our lease accounting policies relate to the accounting for sale leaseback transactions, including the appropriate amortization of related deferred liabilitiesassets and any deferred gains or losses, and the accounting for lease incentives.liabilities. Our lease accounting policies involve significant judgments based upon our experience, including judgments about current valuations, estimated useful lives and salvage or residual values. In the future, we may need to revise our assessments to incorporate information which is not known at the time of our previous assessments, and such revisions could increase or decrease our depreciation expense related to properties that we lease, result in the classification of some of our leases as other than operating leases or decrease the carrying values of some of our assets.
Business combinations. Combinations.We account for our acquisitions of businesses as business combinations, which requires that the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the acquisition date. We record any excess of the purchase price over the estimated fair value of the net assets as goodwill. Our accounting for business combinations involves significant judgments about valuations of assets and liabilities in the current market and the assignment of estimated useful lives. We may adjust our accounting for business combinations to reflect information that is unknown at the time of our respective acquisitions for up to one year after each purchase. Acquisition related transaction costs, such as legal fees, due diligence costs and closing costs, are not included as a component of consideration transferred in an acquisition but are expensed as incurred. The operating results of acquired businesses are reflected in our consolidated financial statements from the date of the acquisition.
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Self insurance accruals. Insurance Accruals. We are exposed to losses under insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, including claims under our general liability, workers' compensation, motor vehicle and group health benefits policies and programs. Accruals are established under these insurance programs for both estimated losses on known claims and potential claims incurred but not asserted, based on claims histories and using actuarial methods. The most significant risk of this methodology is its dependence on claims histories, which are not always indicative of future claims. To the extent an estimate is inaccurate, our liabilities, expenses and net income (loss) attributable to common shareholdersstockholders may be understated or overstated.
Contingencies.We establish or adjust environmental contingency accruals when the responsibility to remediate becomes probable and the amount of associated costs is reasonably determinable and we record legal contingency accruals when our liability becomes probable and when we can reasonably estimate the amount of our contingent loss. We also have a receivable for expected recoveries of certain of our estimated future environmental expenditures. The process of determining both our estimated future costs of environmental remediation and our estimated future recoveries of costs from insurers or others involves a high degree of management judgment based on past experiences and current and expected regulatory and insurance market conditions. The process of estimating our liability for legal matters involves a high degree of management judgment, which is based on facts and circumstances specific to each matter and our prior experiences with similar matters that may not be indicative of future results. To the extent an estimate is inaccurate, our liabilities, expenses and net income (loss) attributable to common shareholdersstockholders may be understated or overstated.



Summary of Contractual Obligations and Commitments
At December 31, 2017, our primary outstanding trade commitments were $17,795 for letters of credit. The following table summarizes our obligations to make future payments under various agreements as of December 31, 2017:
 Payments Due by Period
 Total 
Less than
1 year
 1 - 3 years 3 - 5 years 
More than
5 years
Leases with HPT(1)
$3,629,236
 $291,158
 $578,422
 $571,771
 $2,187,885
Other operating leases51,659
 9,706
 14,131
 8,475
 19,347
2028 Senior Notes(2)
110,000
 
 
 
 110,000
2029 Senior Notes(3)
120,000
 
 
 
 120,000
2030 Senior Notes(4)
100,000
 
 
 
 100,000
Interest payments on long term debt308,475
 26,721
 53,428
 53,408
 174,918
Other long term liabilities(5)
36,949
 15,410
 13,570
 4,308
 3,661
Total contractual obligations$4,356,319
 $342,995
 $659,551
 $637,962
 $2,715,811
(1)
The amounts shown for lease payments to HPT include payments due to HPT for the sites we account for as operating leases and for the sites we account for as a financing under a sale leaseback financing obligation and also include the payments of the deferred rent obligation of $42,915, $29,324, $29,107, $27,421 and $21,233 due in June 2024 and December 2026, 2028, 2029, and 2030, respectively, as well as the amounts payable to HPT at the end of the lease terms for the estimated costs of removing underground storage tanks. Interest is not payable on the deferred rent obligation balance unless we default on certain covenants or certain events occur, such as a change in control of us.
(2)
Our 2028 Senior Notes require us to pay interest at 8.25% quarterly and the 2028 Senior Notes mature (unless previously redeemed) on January 15, 2028. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the 2028 Senior Notes by paying 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
(3)
Our 2029 Senior Notes require us to pay interest at 8.00% quarterly and the 2029 Senior Notes mature (unless previously redeemed) on December 15, 2029. We may, at our option, at any time on or after December 15, 2017, redeem some or all of the 2029 Senior Notes by paying 100% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
(4)
Our 2030 Senior Notes require us to pay interest at 8.00% quarterly and the 2030 Senior Notes mature (unless previously redeemed) on October 15, 2030. We may, at our option, at any time on or after October 15, 2018, redeem some or all of the 2030 Senior Notes by paying 100% of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
(5)
The other long term liabilities included in the table above include accrued liabilities related to our partial self insurance programs, including for general liability, workers' compensation, motor vehicle and group health benefits claims, as well as a loan secured by a mortgage on one of our standalone restaurants.

Environmental and Climate Change Matters
Legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters and market reaction to any such legislation or regulation or to climate change concerns, may decrease the demand for our fuel products, may require us to expend significant amounts and may otherwise negatively impact our business. For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the EPA's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel, as well as new fuel efficiency standards for medium and heavy duty commercial trucks, have caused us to add certain services and provide certain products to our customers at a cost to us that we may be unable to pass through to our customers. Also, various private initiatives and government regulations to promote fuel efficiency thatand control air pollutant emissions from the trucking industry may raise the cost of trucking as compared to other types of freight transport, may decreaseas a result decreasing the demand for our fuel products and negatively impactimpacting our business.
For example, in August 2016 the EPA and the National Highway Traffic Safety Administration established final regulations that will phase in more stringent greenhouse gas emission and fuel efficiency standards for medium and heavy duty trucks beginning in model year 2021 (model year 2018 for certain trailers) through model year 2027, and these regulations are estimated to reduce fuel usage between 9% and 25% (depending on vehicle category) by model year 2027. Under the Trump Administration, the EPA and the U.S. Department of Transportation have publicly announced that they will review and reconsider various rules relating to greenhouse gas emissions and fuel efficiency standards for trucks and other motor vehicles, including portions of the rule discussed above, and have proposed, for example, changes to the rule's application to certain types of vehicles. It is difficult to predict what, if any, changes to the existing rule will ultimately occur as a result of the Trump Administration's review or as a result of related legal challenges and, if changes occur, what impact those changes would have on our industry, us or our business. In addition, the California Air Resources Board, or CARB, routinely considers rulemaking activity the purpose of which is to make heavy duty truck fleets operating in the state more fuel efficient and less polluting. Because of the size of the California market and economy, fleet rules adopted by CARB frequently have influence throughout the United States. We may not be able to completely offset the loss of business we may suffer as a result of increasing engine efficiency and other fuel conservation and pollution reduction efforts under this rulefederal or state rules or as a result of other existing or future regulation or changes in customer demand.
Some observers believe severe weather activities in different parts of the country over the last few years evidence global climate change. Such severe weather that may result from 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 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, there canwe cannot be no assurancesure that our mitigation efforts will be sufficient or that future storms, rising sea levels or other changes that may occur due to future climate change or otherwise could not have a material adverse effect on our business.
51

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 1315 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report, "Warning Concerning Forward LookingForward-Looking Statements," "Regulatory Environment - Environmental Regulation" in Part I, Item 1 and Part I, Item 1A, "Risk Factors."


Item 7A. 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 December 31, 2017, 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. 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 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.Not applicable.


We are exposed to risks arising from market price changes for fuel. These risks have historically resulted from changes in supply and demand for fuel and from market speculation about future supply and demand for fuel. 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 or terrorism. Concerted efforts by major oil producing countries and cartels to limit oil supply may also impact prices. Because petroleum products are regularly traded in commodity markets, material changes in demand for and the price of fuel worldwide and financial speculation in these commodities markets may have a material effect upon the prices we have to pay for fuel and may also impact our customers' demand for fuel and other products we sell. Almost all of these risks are beyond our control. Nevertheless, we attempt to mitigate our exposure to fuel commodity price market risks in three ways. First, whenever possible, we attempt to maintain supply contracts for diesel fuel with several different suppliers for each of our locations; if one supplier has a local problem we may be able to obtain fuel supplies from other suppliers. Second, we maintain modest fuel inventory of only a few days of fuel sales. Modest inventory may mitigate the risk that we are required by competitive or contract conditions to sell fuel for less than its cost in the event of rapid price declines; however, the modest level of fuel inventory could exacerbate our fuel supply risks. Third, we sell a majority of our diesel fuel at prices determined by reference to a benchmark which is reflective of the market costs for fuel; by selling on such terms we may be able to substantially maintain our margin per gallon despite changes in the price we pay for fuel. Based on our fuel inventory as of, and our fuel sales volume for the year ended, December 31, 2017, each one cent change in the price of fuel would change our inventory value by $206 and our fuel revenues by $21,522.

Item 8. Financial Statements and Supplementary Data
The information required by this item is included in Part IV, Item 15 of this Annual Report.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.


Item 9A. 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 Exchange Act. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2017.2019.
ManagementManagement's Report on Assessment of Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control systems are intended to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2019. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework). Based on this assessment, our management concluded that, as of December 31, 2017,2019, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2017,2019, has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV, Item 15 of this Annual Report.

Changes in Internal Control over Financial Reporting
During the fourth quarter of 2017,three months ended December 31, 2019, there were no changes to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



52

Item 9B. Other Information
None.At a meeting of the Company’s Board of Directors held on February 24, 2020, the Board of Directors increased its size from five to seven directors and, pursuant to a recommendation of the Nominating and Governance Committee of the Board of Directors, elected Elena Poptodorova and Rajan Penkar to fill the vacancies created by the increase in the size of the Board of Directors.

Ms. Poptodorova will serve as an Independent Director in Group II of the Board of Directors, and her term will expire at the Company’s 2021 Annual Meeting of Stockholders. Mr. Penkar will serve as an Independent Director in Group III of the Board of Directors, and his term will expire at the Company’s 2022 Annual Meeting of Stockholders. Each of Ms. Poptodorova and Mr. Penkar were also appointed as members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board.
Ms. Poptodorova has served as vice president and director for Euro-Atlantic affairs of the Atlantic Club of Bulgaria since April 2017. Ms. Poptodorova has also served as vice president of the Atlantic Treaty Association since December 2017. Ms. Poptodorova served as director of the Shapiro-Silverberg AJC Central Europe Office from October 2016 until February 2017. Ms. Poptodorova was the ambassador extraordinary and plenipotentiary of the Republic of Bulgaria to the United States from 2010 to 2016 and from 2002 to 2008. During this time, she facilitated foreign investments in Bulgaria's information technology sector and assisted the development of transatlantic business association to support investment ventures. From 2009 to 2010, Ms. Poptodorova was the director of the Security Policy Directorate at the Ministry of Foreign Affairs and from 2008 to 2009 she served as the ambassador-at-large for the Black Sea Region. From 2001 to 2002, Ms. Poptodorova served as a spokesperson of the Ministry of Foreign Affairs and director of the Human Rights and International Humanitarian Organizations Directorate. Ms. Poptodorova was a member of the Bulgarian Parliament from 1990-2001, where she served on a variety of committees, including the national security, human rights, media and agriculture committees. During her service as a member of the Bulgarian Parliament, Ms. Poptodorova worked extensively on communal property and industrial property matters with the local government of her electoral district. In addition to her extensive government service, Ms. Poptodorova is a current member of the board of directors of the European Institute, the American Foundation for Bulgaria, the Executive Council on Diplomacy, the Women's Foreign Policy Group, American University in Bulgaria, the Institute for Cultural Diplomacy in Germany and Office Properties Income Trust (Nasdaq: OPI).
Mr. Penkar has served as president and founder of Supply Chain Advisory Services, LLC, which provides e-commerce and omni-channel supply chain design and optimization services to retailers, since 2014. From 2011 to 2014, Mr. Penkar served as senior vice president and president, supply chain for Sears Holding Corporation, an integrated retailer. In this position, Mr. Penkar was accountable for all aspects of the supply chain including global sourcing, retail and e-commerce distribution and fulfillment, global transportation, inventory management, and inside-the-home delivery and installation of appliances and big-ticket merchandise. Before Sears, Mr. Penkar held various positions of increasing responsibility with United Parcel Service, Inc., or UPS, from 1987 to 2011, most recently serving as president, UPS Customer Solutions. Customer engagements covered broad, multi-geography supply chain solutions in small package, contract logistics, forwarding, freight, and service parts logistics. Previously, Mr. Penkar served as a senior member - technical staff at Unimation, a robotics company, and Electronic Associates, Inc., a developer of power plant simulators and manufacturer of analog computers. Mr. Penkar holds an MS in mechanical engineering from Syracuse University, and a BTech in mechanical engineering from the Indian Institute of Technology, Bombay. Mr. Penkar is the recipient of 14 patents in robotics, automation, and supply chain processes.
There is no arrangement or understanding between either of Ms. Poptodorova or Mr. Penkar and any other person pursuant to which she or he was selected as a director. There are no transactions, relationships or agreements between either of Ms. Poptodorova or Mr. Penkar and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
For their service as a director, Ms. Poptodorova or Mr. Penkar will each be entitled to the compensation the Company generally provides to its Independent Directors, with the annual cash fees prorated. A summary of the Company’s currently effective director compensation is filed as Exhibit 10.55 to this Annual Report. Consistent with those compensation arrangements, on February 24, 2020, the Company granted to each of Ms. Poptodorova and Mr. Penkar 3,000 shares of the Company’s common stock in connection with their election, all of which vested on the grant date.
In connection with their appointments, the Company entered into an indemnification agreement with each of Ms. Poptodorova or Mr. Penkar, effective as of February 24, 2020, on substantially the same terms as the agreements previously entered into between the Company and each of its other directors. A form of indemnification agreement entered into by the Company with each of its directors is filed as Exhibit 10.57 to this Annual Report.

53

PART III


Item 10. Directors, Executive Officers and Corporate Governance
We have a code of business conduct and ethics that applies to our Directors, officers and employees and RMR, its officers and employees and its parent's and subsidiaries directors, officers and employees. Our code of business conduct and ethics is posted on our website, www.ta-petro.com. A printed copy of our code of business conduct and ethics is also available, free of charge, to any person who requests a copy by writing to our Secretary, TravelCenters of America LLC,Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458.Massachusetts 02458-1634. We intend to disclose any amendments to or waivers of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and controller (or any person performing similar functions) on our website.
The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.


Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information. At the Annual Meeting of Shareholders held on May 19, 2016, our shareholders approved the TravelCenters of America LLC 2016 Equity Compensation Plan, or the 2016 Plan, to replace our Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, or the 2007 Plan. Effective May 19, 2016, the 2007 Plan was terminated and no additional awards will be made thereunder. The shares previously registered for offer and sale under the 2007 Plan but not yet issued were deregistered, but shares issued under the 2007 Plan that were not yet vested have continued, and will continue, to vest in accordance with, and subject to, the terms of the related awards.
We may grant awards of options and shares of common sharesstock under ourthe TravelCenters of America Inc. Amended and Restated 2016 Equity Compensation Plan, or the Plan, from time to time to our Directors, officers, employees and other individuals who render services to us. In 2017,2019, we awarded 751,250270,575 shares of common sharesstock to our Directors, officers, employees and others who provided services to us. As of December 31, 2017, 632,6202019, 88,057 shares of common sharesstock remained available for issuance under the 2016 Plan. The terms of awards made under the 2016 Plan are determined by the Compensation Committee of our Board of Directors at the time of the grant.
Information required by Item 12 with respect to securities authorized for issuance under equity-basedequity based compensation plans is set forth under the Equity Compensation Plan Information section in our definitive Proxy Statement and is incorporated by reference.


Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference to our definitive Proxy Statement.


Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.




54

PART IV


Item 15. Exhibits and Financial Statement Schedules
(a) Index to Financial Statements
The following consolidated financial statements of TravelCenters of America LLCInc. are included on the pages indicated:
All other schedules for which provision is made in the applicable accounting regulations of the SECSecurities and Exchange Commission are not required under the related instructions or are not applicable or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements and, therefore, have been omitted.
(b) Exhibits
55




*
*

56

*
*
*
*
*
*
*
57

58

*

*
*
*
59

*
60

*
*
*
*

101.1
101.INS XBRL Instance Document - the year ended December 31, 2017, formattedinstance document does not appear in the Interactive Data File because its XBRL (eXtensible Business Reporting Language): (i)tags are embedded within the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of textInline XBRL document 
61

101.SCH XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
† Confidential treatment has been granted as to certain portions of this Exhibit.

Item 16. Form 10-K Summary
None.



62

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and ShareholdersStockholders of
TravelCenters of America LLCInc.
 
 
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TravelCenters of America LLCInc. (the Company) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations and comprehensive income (loss), shareholders' equity and cash flows and stockholders' equity for each of the three years in the periodthen ended, December 31, 2017, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years in the periodthen ended, December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 28, 201825, 2020 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Adoption of New Accounting Standard
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method for accounting for leases effective January 1, 2019 due to the adoption of ASC 842, Leases.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ /s/ RSM US LLP




We have served as the Company's auditor since 2014.


Cleveland, Ohio
February 28, 201825, 2020




F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and ShareholdersStockholders of
TravelCenters of America LLCInc.
 
 
Opinion on the Internal Control Over Financial Reporting
We have audited TravelCenters of America LLC'sInc.'s (the Company) internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172019 and 2016,2018, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity and cash flows and stockholders’ equity of the Company for each of the three years in the periodthen ended, December 31, 2017, and the related notes to the consolidated financial statements and our report dated February 28, 201825, 2020 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Assessment of Internal Control over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ /s/ RSM US LLP



Cleveland, Ohio
February 28, 201825, 2020


F-2



TravelCenters of America LLCInc.
Consolidated Balance Sheets
(in thousands)thousands, except par value amount)

December 31,
 20192018
Assets:  
Current assets:  
Cash and cash equivalents$17,206  $314,387  
Accounts receivable (net of allowance for doubtful accounts of $1,083 and $959 as of
   December 31, 2019 and 2018, respectively)
173,496  97,449  
Inventory196,611  196,721  
Other current assets32,456  35,119  
Total current assets419,769  643,676  
Property and equipment, net868,503  628,537  
Operating lease assets1,817,998  —  
Goodwill25,259  25,259  
Intangible assets, net20,707  22,887  
Other noncurrent assets78,659  121,749  
Total assets$3,230,895  $1,442,108  
Liabilities and Stockholders' Equity:  
Current liabilities:  
Accounts payable$147,440  $120,914  
Current operating lease liabilities104,070  —  
Current SVC Leases liabilities—  42,109  
Other current liabilities138,455  125,668  
Total current liabilities389,965  288,691  
Long term debt, net329,321  320,528  
Noncurrent operating lease liabilities1,880,188  —  
Noncurrent SVC Leases liabilities—  353,756  
Other noncurrent liabilities58,885  28,741  
Total liabilities2,658,359  991,716  
Stockholders' equity:  
Common stock, $0.001 par value, 16,000 and 8,674 shares of common stock
   authorized as of December 31, 2019 and 2018, respectively, and 8,307 and 8,080
   shares of common stock issued and outstanding as of December 31, 2019
   and 2018, respectively
  
Additional paid-in capital698,402  695,307  
Accumulated other comprehensive (loss) income(172) 355  
Accumulated deficit(127,185) (246,773) 
Total TA stockholders' equity571,053  448,897  
Noncontrolling interest1,483  1,495  
Total stockholders' equity572,536  450,392  
Total liabilities and stockholders' equity$3,230,895  $1,442,108  
 December 31,
2017
 December 31,
2016
Assets 
  
Current assets: 
  
Cash and cash equivalents$36,082
 $61,312
Accounts receivable (less allowance for doubtful accounts of $809 and $744 as of
   December 31, 2017 and 2016, respectively)
125,501
 107,246
Inventory209,640
 204,145
Other current assets27,295
 29,358
Total current assets398,518
 402,061
    
Property and equipment, net1,001,090
 1,082,022
Goodwill93,859
 88,542
Other intangible assets, net34,383
 37,738
Other noncurrent assets90,004
 49,478
Total assets$1,617,854
 $1,659,841
    
Liabilities and Shareholders' Equity 
  
Current liabilities: 
  
Accounts payable$155,581
 $157,964
Current HPT Leases liabilities41,389
 39,720
Other current liabilities130,140
 132,648
Total current liabilities327,110
 330,332
    
Long term debt, net319,634
 318,739
Noncurrent HPT Leases liabilities368,782
 381,854
Other noncurrent liabilities35,029
 75,837
Total liabilities1,050,555
 1,106,762
    
Shareholders' equity: 
  
Common shares, no par value, 41,369 shares authorized at
   December 31, 2017 and 2016, 39,984 and 39,523 shares issued
   and outstanding as of December 31, 2017, and 2016, respectively
690,688
 686,348
Accumulated other comprehensive income580
 11
Accumulated deficit(125,416) (134,678)
Total TA shareholders' equity565,852
 551,681
Noncontrolling interests1,447
 1,398
Total shareholders' equity567,299
 553,079
Total liabilities and shareholders' equity$1,617,854
 $1,659,841
The accompanying notes are an integral part of these consolidated financial statements.




F-3



TravelCenters of America LLCInc.
Consolidated Statements of Operations and Comprehensive Income (Loss)(Loss)
(in thousands, except per share data)amounts)

 Year Ended December 31,
 20192018
Revenues:  
Fuel$4,247,069  $4,395,731  
Nonfuel1,856,147  1,820,341  
Rent and royalties from franchisees14,143  16,143  
Total revenues6,117,359  6,232,215  
Cost of goods sold (excluding depreciation):
Fuel3,868,351  4,075,704  
Nonfuel726,418  710,465  
Total cost of goods sold4,594,769  4,786,169  
Site level operating expense943,810  914,730  
Selling, general and administrative expense155,474  137,945  
Real estate rent expense257,762  283,476  
Depreciation and amortization expense100,260  83,179  
Income from operations65,284  26,716  
Interest expense, net28,356  29,003  
Other (income) expense, net(880) 2,060  
Income (loss) before income taxes and discontinued operations37,808  (4,347) 
(Provision) benefit for income taxes(4,339) 1,574  
Income (loss) from continuing operations33,469  (2,773) 
Loss from discontinued operations, net of taxes—  (117,631) 
Net income (loss)33,469  (120,404) 
Less: net income for noncontrolling interest124  149  
Net income (loss) attributable to common stockholders$33,345  $(120,553) 
Other comprehensive loss, net of taxes:  
Foreign currency gain (loss), net of taxes of $61 and $(104), respectively$46  $(156) 
Interest in equity investee's unrealized losses on investments(573) (69) 
Other comprehensive loss attributable to common stockholders(527) (225) 
Comprehensive income (loss) attributable to common stockholders$32,818  $(120,778) 
Net income (loss) per share of common stock attributable to common stockholders:  
Basic and diluted from continuing operations$4.12  $(0.37) 
Basic and diluted from discontinued operations—  (14.72) 
Basic and diluted4.12  (15.09) 
 Year Ended December 31,
 2017 2016 2015
Revenues: 
  
  
Fuel$4,090,912
 $3,530,149
 $4,055,448
Nonfuel1,944,181
 1,903,623
 1,740,509
Rent and royalties from franchisees16,500
 17,352
 12,424
Total revenues6,051,593
 5,451,124
 5,808,381
      
Cost of goods sold (excluding depreciation):     
Fuel3,696,733
 3,125,372
 3,640,954
Nonfuel859,829
 850,546
 777,743
Total cost of goods sold4,556,562
 3,975,918
 4,418,697
      
Operating expenses: 
  
  
Site level operating980,749
 959,407
 885,646
Selling, general and administrative154,663
 139,052
 121,767
Real estate rent277,127
 262,298
 231,591
Depreciation and amortization128,416
 92,389
 72,383
Total operating expenses1,540,955
 1,453,146
 1,311,387
      
(Loss) income from operations(45,924) 22,060
 78,297
      
Acquisition costs247
 2,451
 5,048
Interest expense, net29,962
 27,815
 22,545
Income from equity investees1,088
 4,544
 4,056
Loss on extinguishment of debt
 
 10,502
(Loss) income before income taxes(75,045) (3,662) 44,258
Benefit (provision) for income taxes84,439
 1,733
 (16,539)
Net income (loss)9,394
 (1,929) 27,719
Less: net income for noncontrolling interests132
 89
 
Net income (loss) attributable to common shareholders$9,262
 $(2,018) $27,719
      
Other comprehensive income (loss), net of tax: 
  
  
Foreign currency income (loss), net of taxes of $179, $57 and
   $355, respectively
$108
 $99
 $(655)
Equity interest in investee's unrealized gain (loss) on investments
461
 152
 (20)
Other comprehensive income (loss) attributable to
   common shareholders
569
 251
 (675)
      
Comprehensive income (loss) attributable to
   common shareholders
$9,831
 $(1,767) $27,044
      
Net income (loss) per common share attributable
   to common shareholders:
 
  
  
Basic and diluted$0.23
 $(0.05) $0.72
The accompanying notes are an integral part of these consolidated financial statements.


F-4



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

 Year Ended December 31,
 20192018
Cash flows from operating activities:  
Net income (loss)$33,469  $(120,404) 
Less: loss from discontinued operations, net of taxes—  (117,631) 
Income (loss) from continuing operations
33,469  (2,773) 
  Adjustments to reconcile income (loss) from continuing operations to net cash
     provided by operating activities of continuing operations:
  
Noncash rent credits, net(21,406) (14,799) 
Depreciation and amortization expense100,260  83,179  
Deferred income tax provision5,710  403  
Changes in operating assets and liabilities, net of effects of business acquisitions:  
Accounts receivable(76,636) 27,340  
Inventory154  (9,102) 
Other assets5,152  1,384  
Accounts payable and other liabilities26,698  (31,932) 
Other, net9,066  19,558  
Net cash provided by operating activities of continuing operations82,467  73,258  
Net cash provided by operating activities of discontinued operations—  8,348  
Net cash provided by operating activities82,467  81,606  
Cash flows from investing activities:  
Proceeds from sale of convenience stores business, net—  310,496  
Proceeds from asset sales to SVC—  55,829  
Proceeds from other asset sales2,919  —  
Acquisition of travel centers from SVC(309,637) —  
Distribution from equity investee5,756  —  
Capital expenditures(83,955) (144,781) 
Acquisitions of businesses, net of cash acquired—  (10,482) 
Investment in equity investee(1,500) (2,859) 
Net cash (used in) provided by investing activities of continuing operations(386,417) 208,203  
Net cash used in investing activities of discontinued operations—  (8,904) 
Net cash (used in) provided by investing activities(386,417) 199,299  
Cash flows from financing activities:  
Proceeds from sale leaseback transactions with SVC—  517  
Sale leaseback financing obligation payments—  (971) 
Acquisition of treasury stock from employees(346) (1,744) 
Distributions to noncontrolling interest(136) (101) 
Revolving Credit Facility borrowings7,900  —  
Other, net(745) (103) 
Net cash provided by (used in) financing activities6,673  (2,402) 
Effect of exchange rate changes on cash96  (198) 
Net (decrease) increase in cash and cash equivalents(297,181) 278,305  
Cash and cash equivalents at the beginning of the year314,387  36,082  
Cash and cash equivalents at the end of the year$17,206  $314,387  
Supplemental disclosure of cash flow information:  
Interest paid (including rent classified as interest and net of capitalized interest)$27,819  $29,250  
Income taxes refunded(1,670) (228) 
 Year Ended December 31,
 2017 2016 2015
Cash flows from operating activities: 
  
  
Net income (loss)
$9,394
 $(1,929) $27,719
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
 
  
  
Noncash rent expense(14,632) (13,683) (15,170)
Depreciation and amortization expense128,416
 92,389
 72,383
Deferred income taxes(85,432) (2,167) 17,318
Loss on extinguishment of debt
 
 10,502
Changes in operating assets and liabilities, net of effects of
   business acquisitions:
 
  
  
Accounts receivable(18,507) (14,503) 5,076
Inventory(4,660) (19,678) 6,464
Other assets2,096
 21,575
 (2,870)
Accounts payable and other liabilities8,123
 46,405
 8,072
Other, net10,876
 2,368
 7,394
Net cash provided by operating activities35,674
 110,777
 136,888
      
Cash flows from investing activities: 
  
  
Proceeds from asset sales109,374
 193,082
 378,250
Capital expenditures(145,401) (329,997) (295,437)
Acquisitions of businesses, net of cash acquired(19,858) (71,935) (320,290)
Investment in equity investee(6,000) (11,188) 
Net cash used in investing activities(61,885) (220,038) (237,477)
      
Cash flows from financing activities: 
  
  
Proceeds from issuance of Senior Notes
 
 100,000
Payment of deferred financing costs
 
 (4,506)
Proceeds from sale leaseback transactions with HPT2,860
 937
 1,190
Sale leaseback financing obligation payments(761) (578) (46,347)
Acquisition of treasury shares from employees(1,175) (1,394) (1,842)
Distribution to noncontrolling interests(83) 
 
Net cash provided by (used in) financing activities841
 (1,035) 48,495
      
Effect of exchange rate changes on cash140
 (479) (94)
Net decrease in cash and cash equivalents(25,230) (110,775) (52,188)
Cash and cash equivalents at the beginning of the year61,312
 172,087
 224,275
Cash and cash equivalents at the end of the year$36,082
 $61,312
 $172,087
      
Supplemental disclosure of cash flow information: 
  
  
Interest paid (including rent classified as interest and net of
   capitalized interest)
$31,611
 $29,846
 $21,204
Income taxes paid, net of refunds345
 243
 1,984
The accompanying notes are an integral part of these consolidated financial statements.


F-5



TravelCenters of America LLCInc.
Consolidated Statements of Shareholders'Stockholders' Equity
(in thousands)



 Number of
Shares of
Common
Stock
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Treasury
Stock
Total TA
Stockholders'
Equity
Noncontrolling
Interest
Total
Stockholders'
Equity
December 31, 20177,997  $ $690,680  $580  $(126,220) $—  $565,048  $1,447  $566,495  
Grants under share
   award plan and
   stock based
   compensation, net
83  —  4,627  —  —  (1,744) 2,883  —  2,883  
Retirement of
   treasury stock
—  —  —  —  —  1,744  1,744  —  1,744  
Distributions to
   noncontrolling
   interest
—  —  —  —  —  —  —  (101) (101) 
Other comprehensive
   loss, net of taxes
—  —  —  (225) —  —  (225) —  (225) 
Net (loss) income—  —  —  —  (120,553) —  (120,553) 149  (120,404) 
December 31, 20188,080   695,307  355  (246,773) —  448,897  1,495  450,392  
Grants under share
   award plan and
   stock based
   compensation, net
227  —  3,095  —  —  (346) 2,749  —  2,749  
Retirement of
   treasury stock
—  —  —  —  —  346  346  —  346  
Distributions to
   noncontrolling
   interest
—  —  —  —  —  —  —  (136) (136) 
Other comprehensive
loss, net of taxes
—  —  —  (527) —  —  (527) —  (527) 
Cumulative effect of
adoption of ASC
842, net of taxes
—  —  —  —  86,243  —  86,243  —  86,243�� 
Net income—  —  —  —  33,345  —  33,345  124  33,469  
December 31, 20198,307  $ $698,402  $(172) $(127,185) $—  $571,053  $1,483  $572,536  
 
Number of
Common
Shares
 
Common
Shares
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Accumulated
Deficit
 
Treasury
Shares
 
Total TA
Shareholders'
Equity
 
Noncontrolling
Interests
 
Total
Shareholders'
Equity
December 31, 201438,336
 $679,482
 $435
 $(160,379) $(928) $518,610
 $
 $518,610
Grants under share
   award plan and
   share based
   compensation, net
472
 2,737
 
 
 (1,842) 895
 
 895
Retirement of
treasury shares

 
 
 
 2,770
 2,770
 
 2,770
Other comprehensive
   loss, net of tax

 
 (675) 
 
 (675) 
 (675)
Net income
 
 
 27,719
 
 27,719
 
 27,719
December 31, 201538,808
 682,219
 (240) (132,660) 
 549,319
 
 549,319
Grants under share
   award plan and
   share based
   compensation, net
715
 4,129
 
 
 (1,394) 2,735
 
 2,735
QSL acquisition
 
 
 
 
 
 1,309
 1,309
Retirement of
   treasury shares

 
 
 
 1,394
 1,394
 
 1,394
Other comprehensive
   income, net of tax

 
 251
 
 
 251
 
 251
Net (loss) income
 
 
 (2,018) 
 (2,018) 89
 (1,929)
December 31, 201639,523
 686,348
 11
 (134,678) 
 551,681
 1,398
 553,079
Grants under share
   award plan and
   share based
   compensation, net
461
 4,340
 
 
 (1,175) 3,165
 
 3,165
Retirement of
   treasury shares

 
 
 
 1,175
 1,175
 
 1,175
Distribution to noncontrolling interests
 
 
 
 
 
 (83) (83)
Other comprehensive
   income, net of tax

 
 569
 
 
 569
 
 569
Net income
 
 
 9,262
 
 9,262
 132
 9,394
December 31, 201739,984
 $690,688
 $580
 $(125,416) $
 $565,852
 $1,447
 $567,299
The accompanying notes are an integral part of these consolidated financial statements.




F-6



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




1.Summary of Significant Accounting Policies
1.Summary of Significant Accounting Policies
General Information and Basis of Presentation
TravelCenters of America LLC,Inc., which we refer to as the Company or we, us and our, is a Maryland corporation. Prior to August 1, 2019, we were organized as a Delaware limited liability company. On August 1, 2019, in conjunction with our conversion from a Delaware limited liability company to a Maryland corporation, we assigned a $0.001 par value per share to our common stock and the excess over the par value has been classified as additional paid-in capital in our consolidated balance sheets. In addition, on August 1, 2019, we completed a reverse stock split of our outstanding shares of common stock pursuant to which every five shares of our issued and outstanding common stock were exchanged for one share of our common stock. The common stock information included within the financial statements and the notes thereto has been retrospectively adjusted to reflect the par value and the reverse stock split for all periods and dates presented. See Note 10 for more information about our reverse stock split.
As of December 31, 2017,2019, we operated andor franchised 538306 travel centers, standalone convenience storestruck 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 on the basis of two separately reportable segments, travel centers and convenience stores. See Note 15 for more information about our reportable segments. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.
As of December 31, 2017,2019, our business included 256261 travel centers in 4344 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, and the province of Ontario, Canada. Our travel centers included 178 locations operated primarily under the "TravelCenters of America" and "TA" brand names and 78 locations operated under theAmerica," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of our 256261 travel centers at December 31, 2017,2019, we owned 30,51, we leased 200,181, we operated two2 for a joint venture in which we ownowned a noncontrolling interest and 2427 were owned or leased from others by our franchisees. We operated 228232 of our travel centers and franchisees operated 2829 travel centers, including four2 we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants or QSRs, and various customer amenities. We report this portion of our business as our travel center segment.
As of December 31, 2017,2019, our business included 233 convenience stores in 11 states in the United States. We operate our convenience stores2 standalone truck service facilities operated under the "Minit Mart""TA Truck Service" brand name. Of these 233 convenience stores at December 31, 2017, we owned 198,our 2 standalone truck service facilities, we leased 321 and we operated three for a joint venture in which we own a noncontrolling interest.owned 1. Our convenience storesstandalone truck service facilities offer gasoline as well as a variety of nonfuel productsextensive maintenance and emergency repair and roadside services including coffee, groceries, some fresh foods, and, in many stores, a QSR and/or car wash. We report this portion of our business as our convenience store segment.to large trucks.
As of December 31, 2017,2019, our business included 4943 standalone restaurants in 1312 states in the United States operated primarily under the "Quaker Steak & Lube",Lube," or QSL, brand name. Of our 4943 standalone restaurants at December 31, 2017,2019, we operated 16 restaurants (6 we owned, six,9 we leased nine,and 1 we operated one for a joint venture in which we ownowned a noncontrolling interestinterest) and 3327 were owned or leased from others and operated by our franchisees.
We report this portionmanage our business as 1 segment. We make specific disclosures concerning fuel and nonfuel products and services because it facilitates our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.
On December 5, 2018, we sold 225 convenience stores, 1 standalone restaurant and certain related assets, or our convenience stores business. As a result, the results of our convenience stores business within corporate and otherare reported as discontinued operations for the year ended December 31, 2018, in our segment information.consolidated statements of operations and comprehensive income (loss). See Note 4 for more information about our discontinued operations.
Our consolidated financial statements include the accounts of TravelCenters of America LLCInc. and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities when we have the ability to significantly influence, but not control, the investee's operating and financial policies, typically when we own 20% to 50% of the investee's voting stock. See Note 1012 for more information about our equity investments.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant Accounting Policies
F-7

Revenue Recognition. We recognize revenue and the related costs at the time of final sale to consumers at our company operated locations for retail fuel and nonfuel sales. We record the estimated cost of loyalty program redemptions by customers of our loyalty program points as a discount against gross revenue in determining net revenue presented in our consolidated statements of operations and comprehensive income (loss).


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



Significant Accounting Policies
For those travel centers that we lease to a franchisee, we recognizeRevenue Recognition. Revenues consist of fuel revenues, nonfuel revenues and rent revenue. These leases generally specify rent increases each year based on inflation ratesand royalties from franchisees. See Note 2 for the respective periods or capital improvements we make at the travel center. Because the rent increases related to these factors are contingent upon future events, we recognize the related rent revenue after such events have occurred.more information about our revenues.
We collect and recognize franchise royalty revenues monthly. We determine royalty revenues generally as a percentage of the franchisees' revenues. We recognize initial franchise fee revenues when the franchisee opens for business under our brand name, which is when we have fulfilled our initial obligations under the related agreements.
Accounts Receivable and Allowance for Doubtful Accounts. We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition and actual write off history. We charge off account balances against the allowance when we believe it is probable the receivable will not be collected. As of December 31, 2019, our accounts receivable balance included $70,229 related to the federal biodiesel blenders' tax credit that the U.S. government retroactively reinstated in 2019 for 2018 and 2019.
Inventory. We state our inventory at the lower of cost or marketnet realizable value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary.
Property and Equipment. We record property and equipment as a result of business combinations based on their fair values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets:
Buildings and site improvements1510 to 40 years
Machinery and equipment3 to 15 years
Furniture and fixtures5 to 10 years
We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. Amortization expense related to assets recorded in connection with the sale leaseback financing obligation pertaining to certain travel centers we lease from Hospitality Properties Trust, or HPT, is included in depreciation and amortization expense over the shorter of the estimated useful lives of the assets or the lease term. See Notes 7 and 12 for more information about our relationship and transactions with HPT.
Goodwill and Other Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net identifiable assets is recognized as goodwill. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. See Note 46 for more information about our goodwill and other intangible assets.
Impairment. We review definite lived assets for indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including our current expectations for projected fuel sales volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating results,expense and real estate rent expense and theexpense. The discount rate is used to measure the present value of projected future cash flows.flows and is set at a rate we believe is likely to be used by a market participant using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying impairment tests including estimates of future cash flows and discount rates, and in some instances we may obtain third party appraisals. We recognize impairment charges in the period during which the circumstances surrounding an asset or asset group to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset or asset group is made. We perform our impairment analysis for substantially all of our property and equipment and operating lease assets at the individual site level because that is the lowest level of asset and liability groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities. During 2017,2019, based on our estimatesevaluation of certain low performing owned and assumptions resulted in totalleased standalone restaurants, we incurred impairment charges of $9,769 related$2,369 to certain convenience store locations.our property and equipment and $579 to our operating lease assets.

F-8



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



We assess intangible assets with definite lives for impairment annually or whenever events or changes in circumstances warrant a revision to the remaining period of amortization. Definite lived intangible assets primarily include our agreements with franchisees, leasehold interests, our agreements with franchisors and other intangible assets.franchisees. For 2017,2019, definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees and any changes in the manner in which the assets were used that could impact the valuevalues of the asset.assets. During 2017,2019, we did not record any impairment charges related to, or recognize a revision to the remaining period of amortization of, our definite lived intangible assets.
We evaluate goodwill and indefinite lived intangible assets for impairment annually, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable, using either a quantitative or qualitative analysis. Indefinite lived intangible assets consisted of trademarks and their fair value was determined using a relief from royalty method. We subject goodwill and indefinite lived intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or indefinite lived intangible asset exceeds the fair market value of the asset.
For 2017,We evaluate indefinite lived intangible assets for impairment as of November 30, or more frequently if the circumstances warrant. During 2019, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including projected growth rates and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment. During 2017,2019, we did not record any impairment charges related to our indefinite lived intangible assets.
We evaluate goodwill for impairment at the reporting unit level as of July 31, or more frequently if the circumstances warrant, at the reporting unit level.warrant. We have three2 reporting units, which includeincluded our two reportable segments, travel centers and convenience stores,business and our QSL business.business, as of December 31, 2019. With respect to goodwill, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of impairment to be recognized, if any. Goodwill
As of July 31, 2019, our annual goodwill impairment testingtest for the travel centercenters and convenience storeQSL reporting units for 2017 was performed using a quantitativequalitative analysis, under which the fair value of our reportable segments was estimated using both an income approach and a market approach. The income approach considered discounted forecasted cash flows that were based on our long term operating plan. A terminal value was used to estimate the cash flows beyond the period covered by the operating plan. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate is an estimate of the overall after tax market rate of return we believe may be required by equity and debt holders of a business enterprise. The market approach considered the estimated fair values of possible comparable publicly traded companies. For each comparable publicly traded company, value indicators, or pricing multiples, were considered to estimate the value of our business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows, including revenue growth rates and operating cash flow margins, of the respective reporting unit. The fair value estimates are sensitive and actual rates and results may differ materially. Applying different assumptions could lead to different results. We utilized a qualitative approach to perform impairment testing for the QSL business, which included evaluating financial trends and industry and market conditions. The fair valueconditions and assessing the reasonableness of our travel center reporting unit substantially exceeded its carrying value and the fair value of our convenience store reporting unit exceeded its carrying amount by 2.6%.assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on our analyses, we concluded that as of July 31, 2017,2019, our goodwill in those reporting units was not impaired.
ShareStock Based Employee Compensation. We have historically granted awards of our shares of common sharesstock under our share award plans. ShareStock awards issued to our Directors vest immediately. ShareStock awards made to others vest in five to ten equal annual installments beginning on the date of grant.the award. Compensation expense related to sharestock awards is determined based on the market value of our shares of common stock on either the date of grant for employees or the vesting date for nonemployees, as appropriate,award with the aggregate value of the shares of common stock awarded amortized to expense over the related vesting period.period of time over which the stock based payments vest. We recognize forfeited stock awards as they occur. We include sharestock based compensation expense in selling, general and administrative expensesexpense in our consolidated statements of operations and comprehensive income (loss).

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs are reasonably determinable. We include remediation expensesexpense within site level operating expensesexpense in our consolidated statements of operations and comprehensive income (loss). Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities. We recognize a receivable for estimated future environmental costs that we may be reimbursed for within other noncurrent assets in our consolidated balance sheets.
Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and potential claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for selfself- insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities.
F-9



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

Asset Retirement Obligations. We recognize the future costs for our obligations related to the removal of our underground storage tanks and certain improvements we own at leased properties over the estimated useful lives of each asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an asset is installed. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. Our asset retirement obligations at December 31, 20172019 and 2016,2018, were $10,240$5,160 and $9,335,$2,478, respectively, and are presented in other noncurrent liabilities in our consolidated balance sheets.
Leasing Transactions. Leasing transactions are a material part of our business. We have fivelease agreements covering many of our properties, as well as various equipment, with the most significant leases being our 5 leases with HPT. See Note 7Service Properties Trust (formerly known as Hospitality Properties Trust), or SVC. We recognize operating lease assets and liabilities for more information aboutall leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. Our operating lease liabilities represent the present value of our unpaid lease payments. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in our leases with HPTSVC and our accountingincremental borrowing rate for them.all other leases. Certain of our leases include renewal options and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain.
We recognize rent under operating leases without scheduled rent increases as an expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis.basis, which reduces our operating lease assets. The rent payments resulting from our sales to HPTSVC of improvements to the properties we lease from HPTSVC are contingent rent. Other than at the travel centers where our leases are accounted for as sale leaseback financing obligations, weWe recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to HPT.SVC. See Note 9 for more information about our leases with SVC and our accounting for them.
Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax basesbasis and financial statement basesbasis of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of income tax expense. See Note 911 for more information about our income taxes.
Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation within our consolidated financial statements, primarily the reclassification of certain lottery adjustments from nonfuel cost of goods sold to nonfuel revenues in our consolidated statements of operations and comprehensive income (loss). This reclassification is not considered material and has no impact on (loss) income from operations. In addition, we reclassified lottery tickets from inventory to other current assets in our consolidated balance sheets.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


statements.
Recently Issued Accounting Pronouncements
In May 2014,February 2016, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, 2016-02, Leases, or ASU 2014-09,2016-02, which establishes a comprehensive revenue recognition standard under GAAP for almost all industries. This new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein. To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, we developed a project plan in which we utilized a bottom up approach to evaluate our revenue streams and related internal controls. We have selected the full retrospective transition method for adoption, which requires that we restate our consolidated financial statements for prior year comparative periods. Although the majority of our revenue is initiated at the point of sale, the implementation of this standard will impact the accounting for our loyalty programs, initial franchise fees and advertising contributions received from franchisees.
Under ASU 2014-09, loyalty awards will be recognized as a separate performance obligation against the revenue that earned the loyalty award, which will result in a reclassification of $65,623 and $56,477 between fuel and nonfuel revenue in our consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2017 and 2016, respectively, which will significantly affect our reported amounts for fuel gross margin per gallon (decrease) and nonfuel gross margin percentage (increase). However, the accounting for our loyalty program will not have a material impact on our (loss) income from operations or net income (loss) attributable to common shareholders or our consolidated balance sheets. The adjustments to reflect adoption of ASU 2014-09 with respect to our initial franchise fees and advertising contributions for the years ended December 31, 2017 and 2016, are not material to our consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases, which establishesestablished a comprehensive lease standard under GAAP for virtually all industries. The newIn August 2018, the FASB issued Accounting Standards Update 2018-11, Targeted Improvements to ASC 842, or ASU 2018-11, which allowed companies to adopt the standard using the modified retrospective transition method. ASU 2016-02 and 2018-11 are collectively referred to as ASC 842. ASC 842 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee.leases. This classification will determinedetermines whether the lease expense is recognized based on anthe effective interest method or on a straight line basis over the term of the lease. A lessee is also required to recordrecognize a right of use asset and a lease liability on the consolidated balance sheets for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leasesWe adopted ASC 842 on January 1, 2019, using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. The new standard will apply for annual periods beginning after December 15, 2018, including interim periods therein, and requiresthe modified retrospective application. Earlytransition method, and elected to not restate prior year comparative periods. We elected to adopt the package of practical expedients; accordingly, we retained the lease classification and initial direct costs for any leases that existed prior to adoption is permitted.and we did not revisit whether any existing or expired contracts contain leases. See Note 9 for more information about the impact of ASC 842.
F-10



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

In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation - Stock Compensation, or ASU 2018-07, which aligns the accounting for stock based payments to nonemployees with the accounting for stock based payments to employees. We are inadopted ASU 2018-07 on January 1, 2019, using the process of evaluating the effects the adoption of this update may have on our consolidated financial statements. We believe the adoption of this update will have a materialmodified retrospective transition method, which had no impact on our consolidated balance sheets dueprior year comparative period. Historically, compensation expense related to stock awards granted to nonemployees was determined based on the recognitionvesting date fair value. Under ASU 2018-07, compensation expense relating to all stock awards is now measured at the grant date fair value and amortized to expense over the period of time over which the lease rights and obligations as assets and liabilities. Whilestock based payments vest. Upon adoption of ASU 2018-07, stock awards to nonemployees were remeasured using the adoption date fair value, or the market value of this standard will have no effect on the cash we pay under our lease agreements, we expect amounts withinshares of common stock as of January 1, 2019. We include stock based compensation expense in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss) will change materially..
In August 2016,2018, the FASB issued Accounting Standards Update 2016-15, Statement2018-15, Intangibles - Goodwill and Other - Internal-Use Software, which aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs are to be amortized over the term of Cash Flows, which simplifies elements of cash flow classification and reduces diversity in practice across all industries.the contract. The new standard will applyis required for annual periods beginning after December 15, 2017,2019, including interim periods therein, and requires retrospective application.therein. Early adoption is permitted. We adopted this standard on January 1, 2020, using the prospective transition method. The implementation of this update iswill not expected to cause anya material changes to our consolidated statements of cash flows.
In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations, which clarifies the definition of a business. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein, and requires prospective application. Early adoption is permitted. The implementation of this update is not expected to cause any material changeschange to our consolidated financial statements.
In January 2017,
2. Revenues
We recognize revenues based on the FASB issued Accounting Standards Update 2017-04, Intangibles - Goodwillconsideration specified in the contract with the customer, excluding any sales incentives (such as customer loyalty programs and Othercustomer 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 retail locations. Revenues consist of fuel revenues, nonfuel revenues and rent and royalties from franchisees.
Fuel Revenues. We recognize fuel revenues and the related costs at the time of sale to customers at our company operated locations.We sell diesel fuel and gasoline to our customers at prices that we establish daily or are indexed to market prices and reset daily. We sell diesel fuel under pricing arrangements with certain customers. For the year ended December 31, 2019, approximately 86.4% of our diesel fuel volume was sold at discounts to posted prices under pricing arrangements with our fleet customers, some of which include rebates payable to the customer after the end of the period.
Nonfuel Revenues. We recognize nonfuel revenues and the related costs at the time of sale to customers at our company operated locations. We sell a variety of nonfuel products and services at stated retail prices in our travel centers and standalone restaurants, as well as through our RoadSquad®, TechOn-Site® and TA Commercial Tire Network™ programs. Truck repair and maintenance goods or services may be sold at discounted prices under pricing arrangements with certain customers, some of which simplifiesinclude rebates payable to the subsequent measurementcustomer after the end of goodwill by eliminating Step 2the period.
Rent and Royalties from Franchisees Revenues. We recognize franchise royalties and advertising fees from franchisees as revenue monthly based on the goodwill impairment test. Thefranchisees' sales data reported to us. Royalty revenues are contractual as a percentage of the franchisees' revenues and advertising fees are contractual as either a percentage of the franchisees' revenues or as a fixed amount. When we enter into a new standard will applyfranchise agreement or a renewal term with an existing franchisee, the franchisee is required to pay an initial or renewal franchise fee. Initial and renewal franchise fees are recognized as revenue on a straight line basis over the term of the respective franchise agreements.
For those travel centers that we lease to a franchisee, we recognize rent revenues on a straight line basis based on the current contractual rent amount. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Because the rent increases related to these factors are contingent upon future events, we recognize the related rent revenues after such events have occurred. See Note 9 for annual or interim impairment tests beginning after December 15, 2019, and requires prospective application. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017.more information about the travel centers we leased to franchisees.



F-11



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



Other. Sales incentives and other promotional activities that we recognize as a reduction to revenues include, but are not limited to, the following:
2.Acquisitions
2017Customer Loyalty Programs. We offer travel center trucking customers and casual restaurant diners the option to participate in our customer loyalty programs. Our customer loyalty programs provide customers with the right to earn loyalty awards on qualifying purchases that can be used for discounts on future purchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and will be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining the standalone selling price include the historic redemption rate and the use of a weighted average selling price for fuel to calculate the revenues attributable to the customer loyalty awards.
Customer Discounts and Rebates. We enter into agreements with certain customers in which we agree to provide discounts on fuel and/or truck service purchases, some of which are structured as rebates payable to the customer after the end of the period. We recognize the cost of discounts against, and in the same period as, the revenues that generated the discounts earned.
Gift Cards. We sell branded gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card subsequently is redeemed for goods or services. Unredeemed gift card balances are recognized as revenues when the possibility of redemption becomes remote.
Disaggregation of Revenues
We disaggregate our revenues based on the type of good or service provided to the customer, or by fuel revenues and nonfuel revenues, in our consolidated statements of operations and comprehensive income (loss). Nonfuel revenues disaggregated by type of good or service for the years ended December 31, 2019 and 2018, were as follows:
Year Ended December 31,
20192018
Nonfuel revenues:
Store and retail services$756,854  $732,220  
Truck service674,203  671,385  
Restaurant425,090  416,736  
Total nonfuel revenues$1,856,147  $1,820,341  

F-12



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

Contract Liabilities
Our contract liabilities, which are presented in our consolidated balance sheets in other current and other noncurrent liabilities, primarily include deferred revenues related to our customer loyalty programs, gift cards, rebates payable to customers and other deferred revenues. The following table shows the changes in our contract liabilities between periods.
Customer
Loyalty
Programs
OtherTotal
December 31, 2017$15,165  $4,681  $19,846  
Increases due to unsatisfied performance obligations
arising during the period
81,517  10,083  91,600  
Revenues recognized from satisfying performance
obligations during the period
(74,548) (10,064) (84,612) 
Other(6,644) (1,230) (7,874) 
December 31, 201815,490  3,470  18,960  
Increases due to unsatisfied performance obligations
arising during the period
103,228  12,982  116,210  
Revenues recognized from satisfying performance
obligations during the period
(90,462) (10,519) (100,981) 
Other(10,263) (1,111) (11,374) 
December 31, 2019$17,993  $4,822  $22,815  
As of December 31, 2019, we expect the unsatisfied performance obligations relating to our customer loyalty programs will be satisfied within 12 months.
As of December 31, 2019, the deferred initial and renewal franchise fee revenue expected to be recognized in future periods ranges between $119 and $176 for each of the years 2020 through 2024.

3. Acquisitions
2019 Acquisitions. In January 2019, we entered into agreements, or the Transaction Agreements, with SVC pursuant to which, among other things, we purchased 20 travel centers for $309,637, which amount includes $1,437 of transaction related costs. These acquisitions were accounted for as asset acquisitions that resulted in the derecognition of certain operating lease assets and liabilities for a net recognized aggregate cost basis of the acquired assets of $284,902. See Note 9 for more information about the Transaction Agreements and our leases with SVC and Note 14 for more information about our relationship with SVC.
As of December 31, 2019, we had entered into an agreement to acquire 1 parcel of land for $1,358, which we expect to account for as an asset acquisition. We expect to complete this acquisition by the end of the second quarter of 2020, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.
2018 Acquisitions. During the year ended December 31, 2017,2018, we acquired six standalone restaurants from one of our franchisees and a travel center from another1 of our franchisees for an aggregatea purchase price of $19,858,$10,482, and we accounted for these transactionsthis transaction as a business combinations,combination, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their respective fair values as of the date of acquisition. We have included the results of thesethe acquired businessesbusiness in our consolidated financial statements from the datesdate of acquisition. The pro forma impact of these acquisitions,this acquisition, including the respective results of operations from the beginning of the periods presented, areis not material to our consolidated financial statements.
2016 Acquisitions. During the year ended December 31, 2016,2018, we acquired 29 convenience storesa tire retread facility for a total$2,805 and also acquired certain assets from 2 former franchisees, who previously leased from us travel centers we now operate, upon the termination of $45,153 and 11 standalone restaurantsthe related lease and franchise agreements for an additional 39 standalone restaurants for a totalaggregate purchase price of $26,782, and we$5,202. These acquisitions were accounted for these acquisitions as asset acquisitions.

F-13



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

4. Discontinued Operations
On December 5, 2018, we completed the sale of our convenience stores business combinations.
The following table summarizesfor an aggregate sales price of $330,609. We received net proceeds from this sale of $319,853 after transaction related costs of $9,650 and cash sold of $1,106. Upon the amounts we recorded forclassification of the assets acquired and related liabilities assumed inas held for sale, we determined that the business combinations in 2016 described above, along with resulting goodwill. We expect that amortization of allcarrying value of the goodwillconvenience stores business exceeded the agreed sales price less costs to sell, resulting from these acquisitions will be deductible for tax purposes.
  Convenience
Stores
 
Corporate
and Other(1)
 Total
Inventory $3,175
 $465
 $3,640
Property and equipment 36,289
 12,825
 49,114
Goodwill 6,919
 1,890
 8,809
Other intangible assets 370
 14,020
 14,390
Other assets 18
 1,130
 1,148
Other liabilities (1,618) (3,548) (5,166)
Total aggregate purchase price $45,153
 $26,782
 $71,935
(1)
Includes standalone restaurants. See Note 15 for more segment information.
2015 Acquisitions. Duringin a loss on disposal of $79,623 recognized in the year ended December 31, 2015, we acquired three travel centers2018.
The following table presents the results of operations for a total of $9,338 and 169 convenience storesour discontinued operations for a total of $310,952, and we accounted for these transactions as business combinations.the year ended December 31, 2018.

3.PropertyYear Ended
December 31,
2018
Revenues$742,160 
Cost of goods sold (excluding depreciation)610,524 
Site level operating expense103,037 
Selling, general and Equipmentadministrative expense9,443 
Real estate rent expense2,206 
Depreciation and amortization expense20,418 
Impairment of goodwill69,340 
Loss from discontinued operations before income taxes(72,808)
Benefit for income taxes14,789 
Loss from discontinued operations, net of taxes(58,019)
Loss on disposal(79,623)
Benefit for income taxes20,011 
Loss from discontinued operations$(117,631)


5. Property and Equipment
Property and equipment, net at cost, as of December 31, 20172019 and 2016,2018, consisted of the following:
December 31,
December 31, 20192018
2017 2016
Machinery, equipment and furnitureMachinery, equipment and furniture$533,380  $459,892  
Land and improvements$315,696
 $303,422
Land and improvements316,751  177,322  
Buildings and improvements376,404
 341,803
Buildings and improvements307,433  197,866  
Machinery, equipment and furniture505,803
 425,527
Leasehold improvements242,943
 224,713
Leasehold improvements271,451  242,469  
Construction in progress65,450
 198,600
Construction in progress24,678  65,855  
1,506,296
 1,494,065
Property and equipment, at costProperty and equipment, at cost1,453,693  1,143,404  
Less: accumulated depreciation and amortization505,206
 412,043
Less: accumulated depreciation and amortization585,190  514,867  
Property and equipment, net$1,001,090
 $1,082,022
Property and equipment, net$868,503  $628,537  
Total depreciation expense for the years ended December 31, 2017, 20162019 and 2015,2018, was $124,419, $88,892$97,232 and $70,042,$80,938, respectively, which included impairment charges of $9,769$2,369 for the year ended December 31, 2017,2019, related to certain convenience store locations.standalone restaurants.

F-14

Table of Contents


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



The following table shows the amounts of property and equipment owned by HPTSVC but recognized in property and equipment, net in our consolidated balance sheets, and included within the balances shown in the table above, as a result of the required accounting for the assets funded by HPTSVC under the deferred tenant improvements allowance and as of December 31, 2018, for the assets that did not qualify for sale leaseback accounting. Upon adoption of ASC 842, these failed sale leasebacks were reclassified as operating leases and are included in operating lease assets in our consolidated balance sheet as of December 31, 2019. See Note 79 for more information about our leases with HPT.SVC.
December 31,
December 31, 20192018
2017 2016
Leasehold improvementsLeasehold improvements$101,316  $114,195  
Land and improvements$14,565
 $14,055
Land and improvements—  14,945  
Buildings and improvements9,848
 7,498
Buildings and improvements—  9,943  
Machinery, equipment and furniture3,239
 3,239
Machinery, equipment and furniture—  3,282  
Leasehold improvements114,686
 114,987
142,338
 139,779
Property and equipment, at costProperty and equipment, at cost101,316  142,365  
Less: accumulated depreciation and amortization89,129
 80,533
Less: accumulated depreciation and amortization81,915  96,266  
Property and equipment, net$53,209
 $59,246
Property and equipment, net$19,401  $46,099  
At December 31, 2017,2019, our property and equipment balance included $16,408$37,425 of improvements of the type that we typically requesthistorically requested that HPTSVC purchase for an increase in annual minimum annual rent; however, HPTwe may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements.


4.Goodwill and Intangible Assets
6. Goodwill and other intangibleIntangible Assets
Intangible Assets
Intangible assets, net, as of December 31, 20172019 and 2016,2018, consisted of the following:
 December 31, 2019
 CostAccumulated
Amortization
Net
Amortizable intangible assets:   
   Agreements with franchisees$21,145  $(13,350) $7,795  
   Leasehold interests2,094  (2,094) —  
   Other3,913  (3,318) 595  
Total amortizable intangible assets27,152  (18,762) 8,390  
   Carrying value of trademarks (indefinite lives)12,317  —  12,317  
Intangible assets, net$39,469  $(18,762) $20,707  

F-15

 December 31, 2017
 Cost 
Accumulated
Amortization
 Net
Amortizable intangible assets: 
  
  
Agreements with franchisees$22,945
 $(11,221) $11,724
Leasehold interests6,867
 (2,777) 4,090
Agreements with franchisors2,836
 (1,893) 943
Other5,190
 (3,681) 1,509
Total amortizable intangible assets37,838
 (19,572) 18,266
Carrying value of trademarks (indefinite lives)16,117
 
 16,117
Total intangible assets53,955
 (19,572) 34,383
Goodwill93,859
 
 93,859
Goodwill and other intangible assets, net$147,814
 $(19,572) $128,242
Table of Contents



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



December 31, 2016 December 31, 2018
Cost 
Accumulated
Amortization
 Net CostAccumulated
Amortization
Net
Amortizable intangible assets: 
  
  
Amortizable intangible assets:   
Agreements with franchisees$24,593
 $(10,473) $14,120
Agreements with franchisees$21,645  $(12,308) $9,337  
Leasehold interests6,867
 (2,510) 4,357
Leasehold interests2,754  (2,183) 571  
Agreements with franchisors2,836
 (1,490) 1,346
Other5,276
 (3,478) 1,798
Other3,913  (3,251) 662  
Total amortizable intangible assets39,572
 (17,951) 21,621
Total amortizable intangible assets28,312  (17,742) 10,570  
Carrying value of trademarks (indefinite lives)16,117
 
 16,117
Carrying value of trademarks (indefinite lives)12,317  —  12,317  
Total intangible assets55,689
 (17,951) 37,738
Goodwill88,542
 
 88,542
Goodwill and other intangible assets, net$144,231
 $(17,951) $126,280
Intangible assets, netIntangible assets, net$40,629  $(17,742) $22,887  
Total amortization expense for amortizable intangible assets for the years ended December 31, 2017, 20162019 and 2015,2018, was $3,057, $2,570$1,609 and $1,703,$2,452, respectively.
We amortize our amortizable intangible assets over a weighted average period of 12approximately nine years. The aggregate amortization expense for our amortizable intangible assets as of December 31, 2017,2019, for each of the next five years is:
Total
2020$1,152  
20211,068  
2022961  
2023863  
2024848  
 Total
2018$2,172
20192,054
20201,873
20211,653
20221,413
Goodwill
Goodwill. During the years endedAs of December 31, 2017 and 2016, we recognized $5,517 and $8,809, respectively,2019, all of goodwill in connection with our business combinations. Our goodwill balance included $77,738 that is deductible for tax purposes. Goodwill by reporting unit was as follows:
December 31,
20192018
Travel centers business$22,213  $22,213  
QSL business3,046  3,046  
   Total goodwill$25,259  $25,259  


7. Other Current Liabilities
 December 31,
 2017 2016
Travel center segment$21,613
 $17,252
Convenience store segment69,200
 69,400
QSL business3,046
 1,890
   Total goodwill$93,859
 $88,542


TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


5.Other Current Liabilities
Other current liabilities as of December 31, 20172019 and 2016,2018, consisted of the following:
December 31,
 20192018
Taxes payable, other than income taxes$52,320  $42,985  
Accrued wages and benefits21,416  19,830  
Customer loyalty program accruals17,993  15,490  
Self insurance program accruals, current portion13,509  14,623  
Accrued capital expenditures4,721  7,742  
Other28,496  24,998  
Total other current liabilities$138,455  $125,668  

F-16

Table of Contents


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

 December 31,
 2017 2016
Taxes payable, other than income taxes$48,976
 $47,875
Accrued wages and benefits20,674
 19,146
Self insurance program accruals, current portion15,301
 14,732
Loyalty program accruals15,165
 13,686
Accrued capital expenditures5,695
 12,135
Other24,329
 25,074
Total other current liabilities$130,140
 $132,648

8. Long Term Debt
6.Long Term Debt
Long term debt, net as of December 31, 20172019 and 2016,2018, consisted of the following:
December 31,Interest RateMaturity DateDecember 31,
2017 2016 20192018
2028 Senior Notes$110,000
 $110,000
2028 Senior Notes8.25%  January 15, 2028$110,000  $110,000  
2029 Senior Notes120,000
 120,000
2029 Senior Notes8.00%  December 15, 2029120,000  120,000  
2030 Senior Notes100,000
 100,000
2030 Senior Notes8.00%  October 15, 2030100,000  100,000  
Revolving Credit FacilityRevolving Credit Facility5.00%  July 19, 20247,900  —  
Other long term debt1,189
 1,292
Other long term debt6.06%  March 31, 2027982  1,086  
Deferred financing costs(11,555) (12,553)Deferred financing costs(9,561) (10,558) 
Total long term debt, net$319,634
 $318,739
Total long term debt, net$329,321  $320,528  
Senior Notes
In October 2015 weOur 2028 Senior Notes were issued in an underwritten public offering $100,000 aggregate principal amount of our 8.00% Senior Notes due on October 15, 2030, or the 2030 Senior Notes. Our net proceeds from this issuance were $95,494 after underwriters' discountJanuary 2013 and commission and other costs of the offering. The 2030 Senior Notes require us to pay interest at 8.00% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2016, and the 2030 Senior Notes will mature (unless previously redeemed) on October 15, 2030, and noyear. No principal payments are required prior to thatthe maturity date. We may, at our option, at any time on or after October 15, 2018, redeem some or all of the 20302028 Senior Notes by paying 100% of the principal amount of the 20302028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
Our 8.00% Senior Notes due on December 15, 2029, or the 2029 Senior Notes were issued in December 2014. The 2029 Senior Notes2014 and require us to pay interest at 8.00% per annum, payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year. The 2029 Senior Notes will mature (unless previously redeemed) on December 15, 2029, and noNo principal payments are required prior to thatthe maturity date. We may, at our option, at any time on or after December 15, 2017, redeem some or all of the 2029 Senior Notes by paying 100% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
Our 8.25% Senior Notes due on January 15, 2028, or the 20282030 Senior Notes were issued in January 2013. The 2028 Senior NotesOctober 2015 and require us to pay interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. The 2028 Senior Notes will mature (unless previously redeemed) on January 15, 2028 and noNo principal payments are required prior to thatthe maturity date. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the 20282030 Senior Notes by paying 100% of the principal amount of the 20282030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


We refer to the 2028 Senior Notes, 2029 Senior Notes and 2030 Senior Notes collectively as our Senior Notes, which are our senior unsecured obligations. The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time. Our Senior Notes have beenare presented onin our consolidated balance sheets as long term debt, net of deferred financing costs. We estimate that the fair values of our 2028 Senior Notes, 2029 Senior Notes and 2030 Senior Notes were $111,100, $120,960$112,332, $121,200 and $99,960,$102,000, respectively, based on their respective closing prices on The Nasdaq Stock Market LLC, or the Nasdaq, (a Level 1 input) on December 31, 2017.2019.
Revolving Credit Facility
Our revolving credit facility,On July 19, 2019, we and certain of our subsidiaries, as borrowers or guarantors, entered into an amendment, or the Amendment, to our amended and restated loan and security agreement, or the Credit Facility, matures ondated October 25, 2011, with Wells Fargo Capital Finance, LLC, as administrative agent for various lenders. The Amendment, among other things: (i) extended the maturity of the Credit Facility from December 19, 2019. 2019, to July 19, 2024; (ii) reduced the applicable margins on borrowings and standby letter of credit fees by 25 basis points and on commercial letter of credit fees by 12.5 basis points; (iii) made certain adjustments to the limitations on investments, dividends and stock repurchases under the Credit Facility in a manner favorable to us; (iv) reduced the sublimit for issuance of letters of credit under the Credit Facility from $170,000 to $125,000; and (v) made certain adjustments to the borrowing base calculation in a manner we believe to be favorable to us.
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TravelCenters of America Inc.
Notes to Consolidated Financial Statements
(dollars and shares in thousands, except par value and per share amounts)

Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity in December 2019.maturity. The availability of thisthe 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 providesallows for the issuance of letters of credit. Generally, no principal payments are due until maturity. We are required to pay interest on borrowings underUnder 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). Pursuant
As of December 31, 2019, the applicable margin was 1.25% for LIBOR borrowings and standby letter of credit fees, 0.25% for Base Rate borrowings and 0.625% for commercial letter of credit fees, in each case subject to adjustment based on facility availability, utilization and other matters. As of December 31, 2019, the Credit Facility, we pay a monthly unused line fee which iswas 0.25% per annum, subject to adjustment according to the average daily principal amount of unused commitmentcommitments under the Credit Facility. As of December 31, 2017, our letter of credit fees were an annual rate of 1.50% of our outstanding standby letters of credit and our unused line fee rate was an annual rate of 0.25% of the maximum balance minus our utilization and letters of credit.
The Credit Facility requires us to maintain certain levels of collateral, limits our ability to incur debt and liens, restricts us from making certain investments and paying dividends and other distributions, requires us to maintain a minimum fixed charge ratio under certain circumstances and contains other customary covenants and conditions. The Credit Facility provides for the acceleration of principal and interest payments upon an event of default including, but not limited to, failure to pay interest or other amounts due, a change in control of us, as defined in the Credit Facility, and our default under certain contracts, including our leases with HPT,SVC and our business management agreement with The RMR Group LLC, or RMR. Our Credit Facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. The amount available to us is determined by reference to a borrowing base calculation based on eligible collateral. At December 31, 2017,2019, based on our qualified collateral, a total of $112,669$111,017 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2017,2019, there were no$7,900 of borrowings outstanding under the Credit Facility, but we had$31 of accrued interest and outstanding $17,795fees and $18,141 of letters of credit issued under that facility, securing certain trade payables, insurance, fuel tax and other obligations. TheseThe outstanding loans, accrued interest and outstanding fees and letters of credit reduce the amount available for borrowing under the Credit Facility.Facility, leaving $84,945 available for use as of that date.
IHOP Secured Advance Note
On October 28, 2019, we entered into a multi unit franchise agreement with IHOP Franchisor LLC, or IHOP, in which we agreed to rebrand and convert up to 94 of our full service restaurants to IHOP restaurants over the next 5 years, or the IHOP Agreement. Concurrent with entering into the IHOP Agreement, we entered into a Secured Advance Note with IHOP, or the IHOP Note, pursuant to which we can borrow up to $10,000 in connection with the costs to convert our full service restaurants to IHOP restaurants. At December 31, 2019, there were 0 loans outstanding under the IHOP Note.
West Greenwich Term Loan
On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering 1 of our travel centers. The interest rate is fixed at 3.85% for five years based on the 5 year Federal Home Loan Bank rate plus 198 basis points, and will reset thereafter. The West Greenwich Loan requires us to make principal and interest payments monthly. We plan to use the proceeds from the West Greenwich Loan for general business purposes. We may, at our option with 60 days prior written notice, at any time repay the loan in full, at a nominal penalty within the first three years, prior to the end of the 10 year term.
Deferred Financing Costs
The unamortized balance of our deferred financing costs were $11,555$9,561 and $12,553$10,558 for our Senior Notes and $440$671 and $664$216 for our Credit Facility at December 31, 20172019 and 2016,2018, respectively, net of accumulated amortization of $3,425$5,420 and $2,428,$4,422, and $680$1,136 and $456,$904, respectively. During the year ended December 31, 2019, we capitalized $688 of the costs related to the Amendment of our Credit Facility and we recognized expense of $47 to write off previously capitalized fees when we amended our Credit Facility. The deferred financing costs for our Senior Notes are presented as a reduction of long term debt, net and the deferred financing costs for our Credit Facility are presented in other noncurrent assets in our consolidated balance sheets. We estimate we will recognize future amortization of deferred financing costs of $1,221 in 2018, $1,214 in 2019, $1,000$1,149 in 2020, and $997$1,146 in each of the years 2021, 2022 and 2022.2023 and $1,075 in 2024. We recognized interest expense from the amortization of deferred financing costs of $1,221, $1,225$1,183 and $995$1,221 for the years ended December 31, 2017, 20162019 and 2015,2018, respectively.



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Table of Contents


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



7.Leasing Transactions
9. Leasing Transactions
On January 1, 2019, we adopted ASC 842 using the modified retrospective transition method and elected not to restate prior year comparative periods. We elected to adopt the package of practical expedients; accordingly, we retained the lease classification and initial direct costs for any leases that existed prior to adoption and we did not revisit whether any existing or expired contracts contain leases.
On the date we adopted ASC 842, we recognized operating lease assets of $1,785,866 and operating lease liabilities of $1,996,957. We also recognized an adjustment to our beginning accumulated deficit of $86,243, net of taxes, consisting of (i) the previously recognized deferred gain on sale leaseback transactions of $113,712, (ii) the previously recognized liability for certain failed sale leaseback transactions recognized as financings of $1,591 and (iii) the related tax effect of $29,060.
As a lessee. Lessee
We have entered into lease agreements covering many of our retail locations, office and warehouse space, andproperties, as well as various equipment, and vehicles, with the most significant leases being our five5 leases with HPT thatSVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. FutureRenewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of December 31, 2019, all of our leases were classified as operating leases.
Certain of our operating leases provide for variable lease costs, which primarily include percentage rent and our obligation for the estimated cost of removing underground storage tanks under the SVC Leases (as defined below).
Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income (loss), as shown in the following table. For the year ended December 31, 2019, our lease costs consisted of the following:
Classification in our Consolidated
Statements of Operations
and Comprehensive Income (Loss)
Year Ended
December 31,
2019
Operating lease costs: SVC LeasesReal estate rent expense$240,328 
Operating lease costs: otherReal estate rent expense11,082 
Variable lease costs: SVC LeasesReal estate rent expense5,203 
Variable lease costs: otherReal estate rent expense1,149 
Total real estate rent expense257,762 
Operating lease costs: equipment and other
Site level operating expense and selling, general
   and administrative expense
3,088 
Short-term lease costs
Site level operating expense and selling, general
   and administrative expense
2,869 
Sublease incomeNonfuel revenues(2,180)
Net lease costs$261,539 
During the year ended December 31, 2019, we recognized impairment charges of $579 to our operating lease assets relating to certain standalone restaurants, which are included in real estate rent expense in our consolidated statement of operations and comprehensive income (loss).

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Table of Contents


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

Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2019, were as follows:
SVC Leases(1)
OtherTotal
Years ended December 31:
2020$271,336  $6,548  $277,884  
2021270,799  5,555  276,354  
2022268,936  4,439  273,375  
2023255,344  3,107  258,451  
2024251,150  1,813  252,963  
Thereafter2,034,504  7,724  2,042,228  
Total operating lease payments3,352,069  29,186  3,381,255  
Less: present value discount(2)
(1,391,435) (5,562) (1,396,997) 
Present value of operating lease liabilities$1,960,634  $23,624  $1,984,258  
(1) Includes rent for properties we sublease from SVC and pay directly to SVC's landlords.
(2) The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases.
The weighted average remaining lease term as of December 31, 2019, was approximately 13 years. Our weighted average discount rate as of December 31, 2019, was 9.1%.
During the year ended December 31, 2019, we paid $279,168 for amounts that had been included in the measurement of our operating lease liabilities.
As of December 31, 2019, our operating lease assets and liabilities consisted of the following:
SVC LeasesOtherTotal
Operating lease assets$1,796,406  $21,592  $1,817,998  
Current operating lease liabilities98,574  5,496  104,070  
Noncurrent operating lease liabilities1,862,060  18,128  1,880,188  
As previously disclosed in our 2018 Annual Report and under the previous lease accounting standard, future minimum lease payments required under leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2017,2018, were as follows (included herein are the full payments then due under the HPTSVC Leases, including the amount attributed to the lease of those sites that arewere accounted for as a financing as of December 31, 2018, in our consolidated balance sheetssheet as reflected in the sale leaseback financing obligation)obligations):
Total
Years ended December 31:
2019$302,855  
2020301,220  
2021299,393  
2022296,551  
2023295,534  
Thereafter1,980,078  
Total$3,475,631  
 Total
2018$300,864
2019297,407
2020295,146
2021292,177
2022288,069
Thereafter2,207,232
Total$3,680,895
The expenses related to our operating leases are included in site level operating expenses; selling, general and administrative expenses; and real estate rent expenseamounts in the operating expenses sectiontable above are as of our consolidated statementsDecember 31, 2018, and do not reflect the $43,148 annual minimum rent reduction resulting from the Transaction Agreements entered into in January 2019, as further described below.
F-20

Table of operations and comprehensive income (loss). Rent expense under our operating leases consisted of the following:Contents

 Year Ended December 31,
 2017 2016 2015
Minimum rent$278,806
 $263,212
 $233,211
Sublease rent7,035
 7,463
 8,422
Contingent rent(1)
2,195
 1,304
 (1,266)
Total rent expense$288,036
 $271,979
 $240,367
(1)
Since 2007, we had accrued contingent rent associated with one site leased from HPT. In June 2015, we became no longer liable for this contingent rent, and the related accrual was reversed during the year ended December 31, 2015.


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



HPT Leases.Leasing Agreements with SVC. As of December 31, 2017,2019, we leased from HPTSVC a total of 199179 properties under five5 leases, four4 of which we refer to as ourthe TA Leases and one1 of which we refer to as the Petro Lease, and which we refer to collectively as the HPTSVC Leases. In January 2019, we entered into the Transaction Agreements, pursuant to which:
We purchased 20 travel center properties from SVC, which we previously leased from SVC, for a total acquisition cost of $309,637, including $1,437 of transaction related costs.
Upon completing these transactions, these travel centers were removed from the SVC Leases and our annual minimum rent due to SVC was reduced by $43,148.
The term of each SVC Lease was extended by three years.
Commencing on April 1, 2019, we began to pay SVC 16 quarterly installments of approximately $4,404 each (an aggregate of $70,458) to fully satisfy and discharge our $150,000 deferred rent obligation to SVC that otherwise would have become due in 5 installments between 2024 and 2030. We paid to SVC $13,211 in respect of such obligation during the year ended December 31, 2019.
Commencing with the year ending December 31, 2020, we will be obligated to pay to SVC an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of our annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019.
Certain of the 179 travel center properties that we continue to lease from SVC were reallocated among the SVC Leases.
As a result of the Transaction Agreements, our operating lease assets and liabilities each increased by $23,673 and our asset retirement obligations increased by $2,420. In addition, the purchase of the 20 travel center properties resulted in the derecognition of certain operating lease assets and liabilities. See Note 3 for more information about these acquisitions.
The number of properties leased, the terms, the annual minimum annual rent and the deferred rent balances owed by us under our HPTthe SVC Leases, as of December 31, 2017,2019, were as follows:
Number
of Properties
Initial Term
End Date(1)
Annual Minimum
Rent as of
December 31, 2019
Deferred Rent(2)
TA Lease 136  December 31, 2032$49,707  $15,148  
TA Lease 236  December 31, 203144,077  14,068  
TA Lease 335  December 31, 202942,409  13,870  
TA Lease 437  December 31, 203346,067  14,161  
Petro Lease35  June 30, 203561,654  —  
Total179  $243,914  $57,247  
(1) We have 2 renewal options of 15 years each under each of the SVC Leases.
(2) Commencing April 1, 2019, we began to pay SVC $70,458 in 16 equal quarterly installments of $4,404 each for deferred rent we owe SVC. Under our rent deferral agreement with SVC, deferred rent shall be accelerated and interest shall begin to accrue thereon at 1.0% per month on the deferred rent amounts if certain events occur, including: our default under the SVC Leases; a change of control of us, as defined in the rent deferral agreement; or our declaration or payment of a dividend or other distribution in respect of our common stock. The total amount of deferred rent outstanding as of December 31, 2019, was $57,247.
On October 14, 2019, we and SVC amended the SVC Leases, pursuant to which, among other things, certain of the 179 travel center properties that we lease from SVC were reallocated among the SVC Leases. We accounted for this amendment as a lease modification. As a result, our operating lease assets and liabilities each increased by $33,816. The amendments did not have a material impact on our real estate rent expense.
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TravelCenters of America Inc.
Notes to Consolidated Financial Statements
(dollars and shares in thousands, except par value and per share amounts)

 
Number
of Properties
 
Initial Term
End Date(1)
 Minimum Annual
Rent as of
December 31, 2017
 
Deferred Rent(2)
TA Lease 140 December 31, 2029 $52,763
 $27,421
TA Lease 240 December 31, 2028 53,681
 29,107
TA Lease 339 December 31, 2026 54,006
 29,324
TA Lease 440 December 31, 2030 52,290
 21,233
Petro Lease40 June 30, 2032 69,527
 42,915
Total199   $282,267
 $150,000
(1)
We have two renewal options of 15 years each under each of our HPT Leases.
(2)
Pursuant to a rent deferral agreement with HPT, we previously deferred as of December 31, 2010, a total of $150,000 of rent payable by us, which remained outstanding as of December 31, 2017. This deferred rent obligation was allocated among the HPT Leases and is due at the end of the respective initial term end dates for the TA Leases noted above. Deferred rent for the Petro Lease is due and payable on June 30, 2024. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.
The HPTSVC Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which HPTSVC leases the property and subleases it to us. We also are required generally to indemnify HPTSVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The HPTSVC Leases require us to maintain the leased properties, including structural and non-structural components.
We recognized total rent expense of $264,628, $249,966$245,531 and $221,159,$273,012 for the years ended December 31, 2017, 20162019 and 2015,2018, respectively, under our HPTthe SVC Leases.
In addition to the payment of annual minimum annual rent, the TASVC Leases provide for payment to HPTSVC of percentage rent, beginning in 2016, based on increasescalculated at 3.0% of the increase in total nonfuel revenues at each property over base year levels (3% of nonfuel revenues above(the base year is 2012 for 35 properties, 2015 nonfuel revenues)for 138 properties, 2017 for 2 properties, 2019 for 3 properties and the Petro Lease provides2020 for payment to HPT of1 property). The percentage rent based on increases in total nonfuel revenues over base year levels (3% of nonfuel revenues above 2012 nonfuel revenues). HPT waived $372 and $1,121 of percentage rent under our Petro Leaseamounts due for the years ended December 31, 20162019 and 2015, respectively,2018, were $4,075 and $3,591, respectively. As noted above, pursuant to a prior agreement. As of June 30, 2016, HPT had cumulatively waived all of the $2,500 ofTransaction Agreements, we are obligated to pay additional percentage rent it previously agreed to waive. The total amount of percentage rent (which is net of any waived amounts) that we incurred duringcommencing with the yearsyear ended December 31, 2017, 2016 and 2015, was $2,195, $1,304 and $1,999, respectively.2020.
Under our HPTthe SVC Leases, we may request that HPTSVC purchase approved amounts of renovations, improvements and equipment at the leased properties in return for increases in our annual minimum annual rent according to the following formula: the annual minimum annual rent will be increased by an amount equal to the amount paid by HPTSVC multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. During the yearsyear ended December 31, 2017, 2016 and 2015,2018, we sold to HPT $84,632, $109,926 and $99,896, respectively,SVC $56,346 of improvements we previously made to properties leased from HPT, and,SVC; as a result, pursuant to the terms of the SVC Leases, our annual minimum annual rent payable to HPTSVC increased by $7,194, $9,344 and $8,491, respectively.$4,789. During the year ended December 31, 2019, we did not sell to SVC any improvements we made to properties leased from SVC. At December 31, 2017,2019, our property and equipment balance included $16,408$37,425 of improvements of the type that we typically requesthistorically requested that HPTSVC purchase for an increase in annual minimum annual rent; however, HPTwe may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements.

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 $2,180 and $2,294 for the years ended December 31, 2019 and 2018, respectively.

F-22

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



On September 25, 2017, HPT purchased land and improvementsThe following table summarizes the various amounts related to the SVC Leases that previously were leased by HPT from a third party and subleased to us. Effectiveare included in our consolidated balance sheet as of that date, our rent due to that third party pursuant to the terms of our sublease with HPT ceased. Also on that date, we and HPT amended our lease to reflect our direct lease from HPT of that land and those improvements and to increase our minimum annual rent due to HPT by $731, which was 8.5% of HPT's investment.December 31, 2018.
On September 14, 2016, HPT purchased a vacant land parcel located adjacent to a property we lease from HPT for $325; and we and HPT amended our TA Lease 4 to add this parcel and our minimum annual rent under our TA Lease 4 increased by $28.
December 31,
2018
Current SVC Leases liabilities:
Accrued rent$24,721 
Sale leaseback financing obligations(1)
1,032 
Straight line rent accrual(2)
2,458 
Deferred gain(3)
10,128 
Deferred tenant improvements allowance(4)
3,770 
Total current SVC Leases liabilities$42,109 
Noncurrent SVC Leases liabilities:
Deferred rent obligation(5)
$150,000 
Sale leaseback financing obligations(1)
22,365 
Straight line rent accrual(2)
46,431 
Deferred gain(3)
100,913 
Deferred tenant improvements allowance(4)
34,047 
Total noncurrent SVC Leases liabilities$353,756 
On October 30, 2015, HPT purchased land and improvements that previously were leased by HPT from a third party and subleased to us. Effective as of that date, our rent due to that third party pursuant to the terms of our sublease with HPT ceased. Also on that date, we and HPT amended our lease to reflect our direct lease from HPT of that land and those improvements and to increase our minimum annual rent due to HPT by $1,275, which was 8.5% of HPT's investment.
On June 1, 2015, we entered into a transaction agreement, or the Transaction Agreement, with HPT pursuant to which, among other things, we agreed to sell to, and lease back from, HPT 14 travel centers we owned and certain assets we owned at 11 properties we lease from HPT for an aggregate of $279,383.(1) Sale Leaseback Financing Obligations. As of December 31, 2015, we had completed2018, the saleassets related to and lease back from, HPT of the 142 travel centers we owned and certain assetsleased from SVC were reflected in our consolidated balance sheet, as were the related financing obligations. This accounting was required primarily because, at the time of the inception of the prior leases with SVC, more than a minor portion of these 2 travel centers was subleased to third parties. Upon adoption of ASC 842, these failed sale leasebacks were reclassified as operating leases, which resulted in a gain that was recognized in our beginning accumulated deficit as of January 1, 2019. See above for more information about the impact of adopting ASC 842.
(2) Straight Line Rent Accrual. As of December 31, 2018, the straight line rent accrual included the accrued rent expense from 2007 to 2012 for stated increases in our annual minimum rent due under our then existing TA Lease. The TA Leases we owned at 11 properties and our minimum annualentered into in connection with a transaction agreement we entered into with SVC in 2015 contain no stated rent increased by $24,027. These sales generated an aggregate gainpayment increases. Prior to the adoption of $133,668, which was deferred and is beingASC 842, we amortized this accrual on a straight line basis over the current terms of the TA Leases as a reduction of our real estate rent expenseexpense. The straight line rent accrual also included our obligation for the estimated cost of removing underground storage tanks at properties leased from SVC at the end of the related lease; we recognized these obligations on a straight line basis over the termsterm of the TA Leases.related leases as additional real estate rent expense. As of January 1, 2019, the straight line rent accrual was reclassified as a reduction to our operating lease assets and the obligation for the estimated cost of removal of underground storage tanks was reclassified to other noncurrent liabilities. As of December 31, 2019, our obligation for the estimated cost of removal of underground storage tanks was $22,216.
On June 9,(3) Deferred Gain. The deferred gain primarily included $145,462 of gains from the sales of travel centers and certain other assets to SVC during 2015 pursuantand 2016. Prior to the Transaction Agreement,adoption of ASC 842, we purchased from HPT, for $45,042, five travel centers that we previously leased from HPT and subleased to franchisees. The lease of these properties had been accounted for as a financing, withamortized the related assets recognized in our consolidated balance sheets. The purchase prices paid for the properties exceeded the unamortized balance of the sale leaseback financing obligation, resulting in our recognition of a loss on extinguishment of debt of $10,502. Our minimum annual rent payment decreased by $3,874 as a result of the completion of our purchase of these properties.
Also pursuant to the Transaction Agreement, we agreed to sell to, and lease back from, HPT five travel centers upon the completion of their development for a purchase price equal to their development costs. On March 31, 2016, we sold one of these development properties to HPT for $19,683. On June 22, 2016, we and HPT amended the Transaction Agreement to, among other things, replace one development property with two alternative travel centers owned by us. Pursuant to the Transaction Agreement, as amended, on June 22, 2016, we sold the two alternative travel centers to HPT for an aggregate of $23,876. The sale of these two properties generated a gain of $11,794 that was deferred and is being amortizedgains on a straight line basis over the terms of the related leases as a reduction of real estate rent expense. On June 30, 2016,Upon adoption of ASC 842, we sold onerecognized the unamortized deferred gain of these development$85,053, net of taxes, in our beginning accumulated deficit as of January 1, 2019. See above for more information about the impact of adopting ASC 842.
(4) Deferred Tenant Improvements Allowance. SVC funded certain capital projects at the properties to HPT for $22,297. On September 30, 2016, we sold one of these development properties to HPT for $16,557. On May 3, 2017, we soldlease under the remaining development property to HPT for $27,602.
On August 13, 2013, the travel center locatedSVC Leases without an increase in Roanoke, VA that we leased from HPT was taken by eminent domain proceedings brought by the Virginia Department of Transportation, or VDOT, in connection with planned highway construction. In January 2014, HPT received proceeds from VDOT of $6,178, which is a substantial portion of VDOT's estimate of the value of the property, and as a result the minimum annual rent payable by usus. In connection with SVC's initial capital commitment, we recognized a liability for rent deemed to HPT underbe related to this capital commitment as a deferred tenant improvements allowance. Prior to the then applicable lease was reduced by $525 effective January 6, 2014. HPT challenged VDOT's estimateadoption of ASC 842, we amortized the deferred tenant improvements allowance on a straight line basis over the terms of the property's value and during 2017 engaged in mediation. FollowingSVC Leases as a reduction of real estate rent expense. Upon the mediation, VDOT agreed to pay, and HPT agreed to accept,adoption of ASC 842, the sum of $7,209 as full payment for VDOT's acquisitionunamortized balance of the travel center. In 2017, VDOT subsequently made paymentdeferred tenant improvements allowance was reclassified as a reduction to HPTour operating lease assets as of $1,031, representing the agreed settlement less amounts previously paid to HPT (exclusiveJanuary 1, 2019.
F-23

Table of interest). After deducting from this payment our and HPT's share of third party costs and expenses incurred in connection with the challenge of VDOT's initial valuation of the property, we and HPT will allocate and apply the remaining amount of $1,031 as set forth in the lease.Contents







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




The following table sets forth the amounts of annual minimum lease payments required under the HPT Leases(5) Deferred Rent Obligation. Pursuant to a rent deferral agreement with SVC, we previously deferred as of December 31, 2017,2010, a total of $150,000 of rent payable to SVC, which remained outstanding as of December 31, 2018, and had been due in each5 installments between 2024 and 2030. Upon the adoption of the years shown.
 
Annual
Minimum
Rent
 
Rent for Ground
Leases Subleased
from HPT
2018$282,267
 $8,891
2019282,267
 7,066
2020282,267
 6,822
2021282,267
 5,240
2022282,267
 1,997
2023282,267
 1,009
2024(1)
325,182
 775
2025282,267
 303
2026(2)
319,212
 78
2027228,261
 78
2028(3)
266,317
 78
2029(4)
210,755
 78
2030(5)
152,826
 78
203169,527
 78
2032(6)
48,638
 78
(1)
Includes previously deferred rent payments of $42,915 due on June 30, 2024.
(2)
Includes previously deferred rent payments of $29,324 and estimated cost of removing underground storage tanks on the leased properties of $7,621 due on December 31, 2026.
(3)
Includes previously deferred rent payments of $29,107 and estimated cost of removing underground storage tanks on the leased properties of $8,949 due on December 31, 2028.
(4)
Includes previously deferred rent payments of $27,421 and estimated cost of removing underground storage tanks on the leased properties of $8,753 due on December 31, 2029.
(5)
Includes previously deferred rent payments of $21,233 and estimated cost of removing underground storage tanks on the leased properties of $9,776 due on December 31, 2030.
(6)
Includes estimated cost of removing underground storage tanks on the leased properties of $13,874 due on June 30, 2032.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


The following table summarizes the various amounts related to the HPT Leases and leases with other lessors that are reflected in real estate rent expense in our consolidated statements of operations and comprehensive income (loss).
 Year Ended December 31,
 2017 2016 2015
Cash payments for rent under the HPT Leases$280,897
 $265,482
 $241,962
Change in accrued estimated percentage rent356
 430
 (1,275)
Adjustments to recognize expense on a straight line basis(383) (216) (4,910)
Less: sale leaseback financing obligation amortization(658) (477) (974)
Less: portion of rent payments recognized as interest expense(1,681) (1,729) (3,445)
Less: deferred tenant improvements allowance amortization(3,770) (3,769) (5,019)
Amortization of deferred gain on sale leaseback transactions(10,133) (9,755) (5,180)
Rent expense related to HPT Leases264,628
 249,966
 221,159
Rent paid to others(1)
12,813
 12,447
 10,583
Adjustments to recognize expense on a straight line basis for
   other leases
(314) (115) (151)
Total real estate rent expense$277,127
 $262,298
 $231,591
(1)
Includes rent paid directly to HPT's landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.
The following table summarizes the various amounts related to the HPT Leases that areASC 842, these future lease payments were included in our consolidated balance sheets.calculation of our operating lease assets and liabilities and the deferred rent obligation was reclassified as a reduction to our operating lease assets as of January 1, 2019. In January 2019, as described above and pursuant to the terms of the Transaction Agreements, our deferred rent obligation was reduced to $70,458, payable in 16 equal quarterly installments commencing on April 1, 2019, and our operating lease assets and liabilities were remeasured using these revised payment amounts. The total amount of deferred rent outstanding as of December 31, 2019, was $57,247.
 December 31,
2017
 December 31,
2016
Current HPT Leases liabilities: 
  
Accrued rent$24,170
 $22,868
Sale leaseback financing obligation(1)
863
 484
Straight line rent accrual(2)
2,458
 2,458
Deferred gain(3)
10,128
 10,140
Deferred tenant improvements allowance(4)
3,770
 3,770
Total current HPT Leases liabilities$41,389
 $39,720
    
Noncurrent HPT Leases liabilities: 
  
Deferred rent obligation$150,000
 $150,000
Sale leaseback financing obligation(1)
22,987
 21,165
Straight line rent accrual(2)
46,937
 47,771
Deferred gain(3)
111,041
 121,331
Deferred tenant improvements allowance(4)
37,817
 41,587
Total noncurrent HPT Leases liabilities$368,782
 $381,854

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


(1)
Sale Leaseback Financing Obligation. Prior to the Transaction Agreement, the assets related to nine travel centers we leased from HPT were reflected in our consolidated balance sheets, as was the related financing obligation. This accounting was required primarily because, at the time of the inception of the prior leases with HPT, more than a minor portion of these nine travel centers was subleased to third parties. As part of the June 2015 Transaction Agreement, we purchased five of these nine travel centers from HPT. That purchase was accounted for as an extinguishment of the related financing obligation and resulted in a loss on extinguishment of debt of $10,502 because the price we paid to HPT to purchase the five properties was $10,502 in excess of the then remaining related financing obligation. Also, because the TA Leases we entered into with HPT in connection with the Transaction Agreement were accounted for as new leases and two of the remaining four properties reflected as financings under the Prior TA Lease then qualified for operating lease treatment, the remaining net assets and financing obligation related to these two properties were eliminated, resulting in a gain of $1,033, which was deferred and will be recognized over the terms of the applicable TA Leases as a reduction of real estate rent expense.
(2)
Straight Line Rent Accrual. Straight line rent accrual includes the accrued rent expense from 2007 to 2012 for stated increases in our minimum annual rents due under our then existing TA lease. While the TA Leases we entered into with HPT in connection with the Transaction Agreement contain no stated rent payment increases, we continue to amortize this accrual on a straight line basis over the current terms of the TA Leases as a reduction to real estate rent expense. The straight line rent accrual also includes our obligation for the estimated cost of removal of underground storage tanks at properties leased from HPT at the end of the related lease; we recognize these obligations on a straight line basis over the term of the related leases as additional real estate rent expense.
(3)
Deferred Gain. The deferred gain primarily includes $145,462 of gains from the sales of travel centers and certain other assets to HPT during 2015 and 2016 pursuant to the Transaction Agreement and the amended Transaction Agreement. We amortize the deferred gains on a straight line basis over the terms of the related leases as a reduction of real estate rent expense.
(4)
Deferred Tenant Improvements Allowance. HPT funded certain capital projects at the properties we lease under the HPT Leases without an increase in rent payable by us. In connection with HPT's initial capital commitment, we recognized a liability for rent deemed to be related to this capital commitment as a deferred tenant improvements allowance. We amortize the deferred tenant improvements allowance on a straight line basis over the terms of the HPT Leases as a reduction of real estate rent expense.
As a lessor. Lessor
As of December 31, 2017,2019, we leased 2 travel centers to franchisees four travel centers. Two of the four franchisees exercised their final renewal term options and renewed their lease agreements during 2017, and the current terms of these twofranchisees. These 2 lease agreements expire in June 2022. The remaining two franchisees did not exercise their final renewal term options and therefore, the related lease agreements expired during 2017. One of these franchisees has filed, and the other has indicated an intent to file, requests for a preliminary injunction preventing their eviction from the lease premises until such time as a court can determine whether we breached the terms of the leases by proposing increases in rent during the final renewal terms or whether they have breached their agreements. As this matter proceeds through the courts, these two franchisees currently are operating under certain terms of the expired lease agreements. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. During the year ended December 31, 2018, we leased 4 travel centers to franchisees, 2 of which expired prior to December 31, 2018. Rent revenuerevenues from these operating leases totaled $4,208, $4,439$2,293 and $4,458$3,052 for the years ended December 31, 2017, 20162019 and 2015,2018, respectively. Future minimum lease payments due to us for the two2 leased sites under these operating leases as of December 31, 2017,2019, were $1,927$2,287 for each of the years 2018, 2019, 2020 and 2021 and $963$1,144 for 2022. See above for information regarding certain travel centers that we leased from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations.



TravelCenters10. Stockholders' Equity
On August 1, 2019, in conjunction with our conversion from a Delaware limited liability company to a Maryland corporation, we increased our authorized shares of America LLCcommon stock from 8,674 shares to 16,000 shares. In addition, we completed a reverse stock split of our outstanding shares of common stock pursuant to which every five shares of our issued and outstanding common stock were exchanged for one share of our common stock. No fractional shares were issued in the reverse stock split. Instead, fractional shares that otherwise would have resulted from the reverse stock split were purchased by us at the closing price of our common stock on July 31, 2019. The common stock information included within this Annual Report has been retrospectively adjusted to reflect this reverse stock split for all dates and periods presented.
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


8.Shareholders' Equity
Share Award Plans. Plans
On May 19, 2016, our shareholdersstockholders approved the TravelCenters of America LLC 2016 Equity Compensation Plan, orand in 2019, the plan was amended and restated to reflect our conversion to a Maryland corporation and our reverse stock split effective August 1, 2019, which are collectively referred to as the 2016 Plan. Under the terms of the 2016 Plan, under which 2,300860 shares wereof common stock have been authorized for issuance under the terms of the 2016 Plan. The 2016 Plan replaced the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, or the 2007 Plan. NoNaN additional awards will be made under the 2007 Plan and the shares of common stock previously registered for offer and sale under the 2007 Plan but not yet issued were deregistered, although shares of common stock awarded under the 2007 Plan that had not yet vested have continued, and will continue, to vest in accordance with, and subject to, the terms of the related awards. We refer to the 2007 Plan and 2016 Plan collectively as the Share Award Plans.
We awarded a total of 751, 926270 and 671175 shares of common sharesstock under the Share Award Plans2016 Plan during the years ended December 31, 2017, 20162019 and 2015,2018, respectively, with aggregate market values of $3,528, $6,120$2,647 and $6,607,$3,867, respectively, based on the closing prices of our shares of common sharesstock on the principal exchange on which they were tradedNasdaq on the dates of the awards. During the years ended December 31, 2017, 20162019 and 2015,2018, we recognized total sharestock based compensation expense of $5,515, $5,523$3,441 and $5,507,$6,371, respectively. During the years ended December 31, 2017, 20162019 and 2015,2018, the vesting date fair value of shares of common sharesstock that vested was $3,781, $5,040$1,754 and $7,621,$5,147, respectively.
F-24

Table of Contents


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

The weighted average grant date fair value of shares of common sharesstock awarded during the years ended December 31, 2017, 20162019 and 2015,2018, was $4.70, $6.61$9.78 and $9.84,$22.07, per share of common stock, respectively. Common sharesShares of common stock issued to Directors vested immediately and the related stock based compensation expense was recognized on the grant date. Common sharesdate of the award. Shares of common stock issued to others vest in five to ten equal annual installments beginning on the date of grant.the award. The related stock based compensation expense was determined based on the market value of our shares of common sharesstock on either the date of grant for employees or the vesting date for nonemployees, as appropriate,award with the aggregate value of the awarded shares of common sharesstock expensed over the related vesting period.period of time over which the stock based payments vest. As of December 31, 2017, 6332019, 88 shares of common sharesstock remained available for issuance under the 2016 Plan. As of December 31, 2017,2019, there was a total of $10,664$5,293 of sharestock based compensation expense related to unvested shares of common sharesstock that will be expensed over a weighted average remaining service period of approximately three years. The following table sets forth the number and weighted average grant date fair value of unvested shares of common stock and shares andof common sharesstock awarded under the Share Award Plans for the year ended December 31, 2017.2019.
 Number of
Shares of
Common Stock
Weighted Average
Grant Date Fair
Value Per Share
of Common Stock
Unvested shares of common stock as of December 31, 2018316  $27.44  
Granted270  9.78  
Vested(168) 22.15  
Forfeited/canceled(6) 26.57  
Unvested shares of common stock as of December 31, 2019412  18.03  
 
Number
of Shares
 
Weighted Average
Grant Date Fair Value Per Share
Unvested shares balance as of December 31, 20162,098
 $7.50
Granted751
 4.70
Vested(818) 6.93
Forfeited/canceled(18) 7.93
Unvested shares balance as of December 31, 20172,013
 6.68
Treasury Stock
Treasury Shares. Certain recipients of sharestock awards may elect to have us withhold the number of their vesting shares of common sharesstock with a fair market value sufficient to fund the required tax withholding obligations with respect to their share awards.stock awards and during the year ended December 31, 2019, we acquired fractional shares of common stock that resulted from the reverse stock split on August 1, 2019. For the years ended December 31, 2017, 20162019 and 2015,2018, we acquired through this share withholding process 272, 209 and 197the reverse stock split 37 and 89 shares of common shares,stock, respectively, with an aggregate value of $1,175, $1,394$346 and $1,842,$1,744, respectively. During the years ended December 31, 2017, 20162019 and 2015,2018, we retired 272, 20937 and 28789 shares of treasury shares, nostock, $0.001 par value, respectively, with a carrying value of $1,175, $1,394$346 and $2,770,$1,744, respectively, that reduced our shares of common sharesstock outstanding.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


Net Income (Loss) Per Share of Common ShareStock from Continuing Operations Attributable to Common ShareholdersStockholders
We calculate basic earnings per share of common sharestock by dividing net income (loss) from continuing operations available to common shareholdersstockholders for the period by the weighted average numbershares of common sharesstock outstanding during the period. The net income (loss) from continuing operations attributable to participating securities is deducted from our total net income (loss) from continuing operations attributable to common shareholdersstockholders to determine the net income (loss) from continuing operations available to common shareholders.stockholders. We calculate diluted earnings per share of common sharestock by adjusting weighted average outstanding shares of common stock, assuming conversion of all potentially dilutive sharestock securities, using the treasury stock method; but we had no0 dilutive sharestock securities outstanding as of December 31, 2017,2019, nor at any time during the threetwo year period then ended. Unvested shares of common stock issued under our Share Award Plans are deemed participating securities because they participate equally in earnings and losses with all of our other shares of common shares. stock.

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Table of Contents


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

The following table presents a reconciliation of net income (loss) attributablefrom continuing operations to common shareholders to net income (loss) from continuing operations available to common shareholdersstockholders and the related earnings per share.share of common stock.
 Year Ended December 31,
 20192018
Income (loss) from continuing operations$33,469  $(2,773) 
Less: net income for noncontrolling interest124  149  
Income (loss) from continuing operations attributable to common stockholders33,345  (2,922) 
Less: income (loss) from continuing operations attributable to participating securities1,301  (125) 
Income (loss) from continuing operations available to common stockholders$32,044  $(2,797) 
Weighted average shares of common stock(1)
7,783  7,649  
Basic and diluted income (loss) per share of common stock
from continuing operations attributable to common stockholders
$4.12  $(0.37) 
 Year Ended December 31,
 2017 2016 2015
Net income (loss) attributable to common shareholders, as reported$9,262
 $(2,018) $27,719
Less: net income (loss) attributable to participating securities481
 (100) 1,386
Net income (loss) available to common shareholders$8,781
 $(1,918) $26,333
      
Weighted average common shares(1)
37,524
 36,976
 36,485
      
Basic and diluted net income (loss) per common share$0.23
 $(0.05) $0.72
(1)
Excludes(1) Reflects the retrospective adjustment related to the reverse stock split completed on August 1, 2019, and excludes unvested shares awarded under our Share Award Plans, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding was 2,057 for the year ended December 31, 2017 and 1,920 for the years ended December 31, 2016 and 2015.

9.Income Taxes
We had a tax benefit of $84,439common stock awarded under our Share Award Plans, which shares of common stock are considered participating securities because they participate equally in earnings and $1,733losses with all of our other shares of common stock. The weighted average number of unvested shares of common stock outstanding was 316 and 341 for the years ended December 31, 20172019 and 2016, respectively, and2018, respectively.

11. Income Taxes
We had a tax provision of $16,539$4,339 for the year ended December 31, 2015.2019, and a tax benefit of $1,574 for the year ended December 31, 2018.
Effective Tax Rate Reconciliation
 Year Ended December 31,
 20192018
U.S. federal statutory rate applied to income (loss) before income taxes and
   discontinued operations
$(7,940) $994  
State income taxes, net of federal benefit635  (2,957) 
Benefit of tax credits4,020  3,977  
Provision to return adjustments(31) 560  
Nondeductible executive compensation(109) (210) 
Other nondeductible expenses(530) (430) 
Other, net(384) (360) 
Total (provision) benefit for income taxes$(4,339) $1,574  

F-26

 Year Ended December 31,
 2017 2016 2015
U.S. federal statutory rate applied to income
   (loss) before income taxes
$25,958
 $1,074
 $(15,661)
Uncertain tax position resolution58,602
 
 
Benefit of tax credits2,902
 2,849
 2,574
State income taxes, net of federal benefit2,221
 1,621
 (1,695)
Provision to return adjustments443
 (910) 199
Nondeductible executive compensation
 (841) (1,499)
Other nondeductible expenses(322) (331) (271)
Tax rate change(6,356) 
 
Other, net991
 (1,729) (186)
Total tax benefit (provision)$84,439
 $1,733
 $(16,539)
Table of Contents



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



In December 2017, the U.S. government enacted the Tax Cuts and Jobs Act, or the Tax Act, which, among other things, decreased the corporate statutory tax rate from 35% to 21%. We applied the effect of the Tax Act in 2017, the period in which the Tax Act was enacted. Passage of the Tax Act, among other things, required us to revalue our deferred tax assets and liabilities at the new statutory rate, which resulted in a decrease in our tax benefit of $6,356 for the year ended December 31, 2017. We will monitor future interpretations of the Tax Act as they develop and accordingly, our estimates may change.
Components of the (Provision) Benefit For Income Tax Benefit (Provision)Taxes
 Year Ended December 31,
 2017 2016 2015
Current tax benefit (provision) 
  
  
Federal$32,883
 $2,101
 $(6,513)
State(5,575) 3,974
 (2,659)
Total current tax benefit (provision)27,308
 6,075
 (9,172)
Deferred tax benefit (provision): 
  
  
Federal48,139
 (2,861) (7,438)
State8,992
 (1,481) 71
Total deferred tax benefit (provision)57,131
 (4,342) (7,367)
Total tax benefit (provision)$84,439
 $1,733
 $(16,539)
 Year Ended December 31,
 20192018
Current tax benefit:  
Federal$1,019  $1,737  
State352  240  
Total current tax benefit1,371  1,977  
Deferred tax provision:      
Federal(6,163) 3,581  
State453  (3,984) 
Total deferred tax provision(5,710) (403) 
Total (provision) benefit for income taxes$(4,339) $1,574  
Components of Deferred Tax Assets and Liabilities
 December 31,
 2017 2016
Deferred tax assets: 
  
Straight line rent accrual$13,542
 $19,846
Reserves16,566
 24,575
Deferred gains32,949
 55,110
Asset retirement obligations2,765
 3,827
Tax credit carryforwards27,414
 10,331
Tax loss carryforwards61,961
 29,782
Deferred tenant improvements allowance11,228
 18,596
Other6,083
 10,699
Total deferred tax assets before valuation allowance172,508
 172,766
Valuation allowance(1,027) (600)
Total deferred tax assets171,481
 172,166
    
Deferred tax liabilities: 
  
Property and equipment(120,297) (176,117)
Goodwill and other intangible assets(5,632) (7,865)
Other(1,466) (1,050)
Total deferred tax liabilities(127,395) (185,032)
    
Net deferred tax assets (liabilities)$44,086
 $(12,866)

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


December 31,
 20192018
Deferred tax assets:      
Tax loss carryforwards$63,185  $76,250  
Tax credit carryforwards35,624  31,377  
Leasing arrangements32,007  55,929  
Reserves18,204  16,186  
Asset retirement obligations1,278  625  
Other704  488  
Total deferred tax assets before valuation allowance151,002  180,855  
Valuation allowance(1,209) (1,310) 
Total deferred tax assets149,793  179,545  
Deferred tax liabilities:      
Property and equipment(102,051) (97,306) 
Goodwill and intangible assets(3,708) (3,374) 
Total deferred tax liabilities(105,759) (100,680) 
Net deferred tax assets$44,034  $78,865  
As of December 31, 2017,2019 and 2018, we had a valuation allowance of $1,027$1,209 and $1,310, respectively, related to federal capital loss and foreign credit carryforwards, state net operating losses and deferred tax assets in foreign jurisdictions due to the uncertainty of their realization. At December 31, 2017,2019, we had carryforwards for federal net operating losses, state net operating losses and federal tax credits of $245,598, $173,082$264,143, $183,561 and $27,414,$35,624, respectively. Although not anticipated, $58,473$3,600 of the federal net operating losses isare scheduled to expire in 20312030 if unused. We anticipate $19$81 of the state net operating losses will expire in 2018,2020 and $50 will expire in 2021; if not utilized, a portion of the remainderstate net operating losses may need to be utilized priorwritten off; however, a valuation allowance relating to expiration beginningthese losses has been recorded. Although not anticipated, the remaining state net operating losses are scheduled to begin to expire in 2021.2022 if unused. Federal tax credit carryforwards of $498$434 may expire between 20192021 and 20252024 if unused, with the remainder expected to be utilized prior to their expiration beginning in 2031.2030.
The followingnet deferred tax assets presented in the table presents the classificationabove are included in other noncurrent assets in our consolidated balance sheetssheets.
F-27

Table of the deferred tax assetsContents


TravelCenters of America Inc.
Notes to Consolidated Financial Statements
(dollars and liabilities presentedshares in the table above.thousands, except par value and per share amounts)

 December 31,
 2017 2016
Net deferred tax amounts are included in:   
Other noncurrent assets$44,086
 $
Other noncurrent liabilities
 (12,866)
Uncertain Tax Positions
 Year Ended December 31,
 2017 2016 2015
Balance at beginning of period$59,742
 $59,742
 $59,557
Changes to current year tax positions(1,140) 
 
Interest
 
 185
Lapse in statute of limitations(58,602) 
 
Balance at end of period$
 $59,742
 $59,742
Because of uncertainties concerning our value as of the date of an ownership change for federal income tax purposes that we experienced as a result of certain trading in our common shares during 2007, and as to the measurement of the net unrecognized built-in loss and allocation of the net unrecognized built-in loss, if any, to our various assets as of the date of the ownership change, we previously had not recognized certain of our tax attributes. In September 2017, as a result of a number of factors including the passage of time and the results of audits of certain of our U.S. federal income tax returns, the uncertainty related to the filing positions giving rise to these tax attributes was resolved and, accordingly, we recognized deferred tax assets related to those tax attributes and reversed a related accrued tax liability. The benefit for income taxes in our consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2017, includes $58,602 recognized in connection with the resolution of the previous uncertain tax positions.
Our U.S. federal income tax returns are subject to tax examinations for the years ended December 31, 20142010 and December 31, 2016, through 2017.the current period. Our state and Canadian income tax returns are generally subject to examination for the tax years ended December 31, 20132015, through 2017.the current period. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted by the taxing authorities to the extent the carryforwards are utilized in a subsequent year.



TravelCenters of America LLC12. Equity Investments
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


10.Equity Investments
As of December 31, 2017,2019 and 2018, ourinvestment inequity affiliates, which areis presented in our consolidated balance sheets in other noncurrent assets, and our proportional share of our investees' net income (loss) recognized, which is included in other (income) expense, net in our consolidated statements of operations and comprehensive income (loss), were as follows:
PTP
Other(1)
Total
Investment balance:
As of December 31, 2019$24,517  $5,983  $30,500  
As of December 31, 201821,260  18,805  40,065  
Income (loss) from equity investments:
Year ended December 31, 2019$5,657  $(4,750) $907  
Year ended December 31, 20183,652  (5,679) (2,027) 
 PTP 
Other(1)
 Total
Investment balance:     
As of December 31, 2017$20,807
 $21,695
 $42,502
As of December 31, 201621,657
 24,097
 45,754
      
Income (loss) from equity investments:     
Year ended December 31, 2017$3,951
 $(2,863) $1,088
Year ended December 31, 20164,614
 (70) 4,544
Year ended December 31, 20154,036
 20
 4,056
(1) Includes our investments in Affiliates Insurance Company, or AIC, and QuikQ LLC, or QuikQ.
(1)
Includes other equity investments, including our investment in Affiliates Insurance Company, or AIC. See Note 12 for more information about our investment in AIC.
Petro Travel Plaza Holdings LLC
Petro Travel Plaza Holdings LLC, or PTP, is a joint venture between us and Tejon Development Corporation that owns two2 travel centers, three3 convenience stores and one1 standalone restaurant in California. We own a 40%40.0% interest in PTP and we receive a management fee from PTP to operate these locations. This investment is accounted for under the equity method. We recognized management fee income of $1,540, $1,055$849 and $838$1,562 for the years ended December 31, 2017, 20162019 and 2015, respectively.2018, respectively, which is included in nonfuel revenues in our consolidated statements of operations and comprehensive income (loss).
QuikQ LLC
QuikQ is a joint venture between us and Love's Travel Stops and Country Stores, Inc. QuikQ is an independent full-service fuel payment solutions provider. We own a 50.0% interest in QuikQ.
Affiliates Insurance Company
We, SVC and 5 other companies to which RMR provides management services each currently own 14.3% of AIC, an Indiana insurance company. Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because a majority of our Directors, and one of our employees, are also directors of AIC.
AIC is in the process of dissolving. In addition, we supply PTPconnection with its fuel at our cost. Duringdissolution, we and each of the years endedother AIC shareholders received a capital distribution of $9,000 in December 31, 2017, 20162019.

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TravelCenters of America Inc.
Notes to Consolidated Financial Statements
(dollars and 2015, we sold to PTP $59,943, $55,004shares in thousands, except par value and $60,875 of fuel, respectively.per share amounts)

Summarized Financial Information
The following tables settable sets forth summarized financial information of PTPour equity investments and does not represent the amounts we have included in our consolidated financial statements of operations and comprehensive income (loss) in connection with our investment in PTP.equity investments.
 December 31,
 2017 2016
Total current assets$10,759
 $12,605
Total noncurrent assets56,676
 56,047
    
Total current liabilities2,262
 1,909
Total noncurrent liabilities15,468
 15,456
Year Ended December 31,Year Ended December 31,
2017 2016 201520192018
Total revenues$119,463
 $114,331
 $115,313
Total revenues$126,750  $125,448  
Cost of goods sold (excluding depreciation)85,729
 80,664
 84,820
Cost of goods sold (excluding depreciation)80,579  87,189  
Operating income10,896
 12,784
 11,083
Net income and comprehensive income10,418
 12,077
 10,629
Income from operationsIncome from operations9,259  2,742  
Net incomeNet income7,206  1,363  
Fair Value
It is not practicable to estimate the fair value of our equity investments because of the lack of quoted market prices and the inability to estimate current fair value without incurring excessive costs. However, management believes that the carrying amounts of our equity investments at December 31, 2017,2019, were not impaired given these companies' overall financial conditionscondition and earnings trends.


TravelCenters of America LLC
Notes to Consolidated Financial Statements13. Business Management Agreement with RMR
(in thousands, except per share amounts)


11.Business and Property Management Agreements with RMR
We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally, including but not limited to, services related to compliance with various laws and rules applicable to our status as a publicly ownedtraded company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center and convenience store properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like. Until July 31, 2017, we also had a property management agreement under which RMR provided building management services to us for our headquarters building. See Note 1214 for furthermore information regarding our relationship, agreements and transactions with RMR.
Business Management Agreement. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our fuel gross margin (which is our fuel revenues less our fuel cost of goods sold) plus our total nonfuel revenues. The fee is payable monthly based on the prior month's gross margin and revenues. This fee totaled $14,030, $14,212$13,409 and $13,179$14,570 for the years ended December 31, 2017, 20162019 and 2015,2018, respectively. These amounts are included in selling, general and administrative expensesexpense and loss from discontinued operations, net of taxes in our consolidated statements of operations and comprehensive income (loss).
The current term of our business management agreement with RMR ends on December 31, 2018,2020, and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. RMR may terminate the business management agreement upon 120 days' written notice, and we have the right tomay terminate the business management agreement upon 60 days' written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or do not renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal.
We are also generally responsible for all of our expenses and certain expenses incurred or arranged by RMR on our behalf. RMR also provides internal audit services to us in return for our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its subsidiaries provide management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves our portion of RMR's internal audit costs. The amounts recognized as expense for internal audit costs were $276, $235$284 and $257$236 for the years ended December 31, 2017, 20162019 and 2015,2018, respectively. These amounts are included in selling, general and administrative expensesexpense in our consolidated statements of operations and comprehensive income (loss) and are in addition to the business management fees paid to RMR.
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TravelCenters of America Inc.
Notes to Consolidated Financial Statements
(dollars and shares in thousands, except par value and per share amounts)

Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. In addition,
RMR has agreed to provide certain transition services to us for 120 days following termination by us or notice of termination by RMR.
Property Management Agreement. Until July 31, 2017, we also had a property management agreement
14. Related Party Transactions
We have relationships and historical and continuing transactions with SVC, RMR, underABP Trust, Adam D. Portnoy and others related to them, including other companies to which RMR provided buildingor its subsidiaries provide management services to us forand some of which have directors, trustees or officers who are also our headquarters building. We paid RMR aggregate fees and expenses of $78, $153 and $145 for property management services at our headquarters building for the years ended December 31, 2017, 2016 and 2015, respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive income (loss).Directors or officers.


TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


12.Related Party Transactions
Relationship with HPTSVC
We were a 100% owned subsidiary of HPT until HPT distributed our common shares to its shareholders in 2007. We are HPT'sSVC's largest tenant and HPTSVC is our principal landlord and largest shareholderstockholder and as of December 31, 2017,2019, owned 3,420684 shares of our common shares, orstock, representing approximately 8.6%8.2% of our outstanding shares of common shares.stock.
Our Managing Director,RMR provides management services to both us and SVC and Adam D. Portnoy, the Chair of our Board of Directors and 1 of our Managing Directors, also serves as the chair of the boards of trustees or boards of directors of several of the other public companies to which RMR provides management services and our former Managing Director, Barry M. Portnoy, served,as a managing trustee or managing director of all these companies, including serving as the chair of the board of trustees and as a managing trustee of HPT.SVC. Ethan S. Bornstein, Adam D. Portnoy's brother-in-law, is an executive officer of HPT. Thomas M. O'Brien, who served as one ofSVC. See Note 9 for more information about our Managing Directorslease agreements and our President and Chief Executive Officer until December 31, 2017, was a former executive officer of HPT. RMR provides management services to both us and HPT.transactions with SVC.
Spin-Off Transaction Agreement. In connection with our spin-off from HPTSVC in 2007, we entered a transaction agreement with HPTSVC and RMR, pursuant to which we granted HPTSVC a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted HPTSVC and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which HPTSVC or such other companies invest before we do. We also agreed that for so long as we are a tenant of HPTSVC we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under the HPTSVC Leases; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of certain of our Directors to continue to constitute a majority of our Board of Directors or any such tenant or guarantor. Also, we agreed not to take any action that might reasonably be expected to have a material adverse impact on HPT'sSVC's ability to qualify as a real estate investment trust and to indemnify HPTSVC for any liabilities it may incur relating to our assets and business.
Lease Arrangements. Arrangements. As of December 31, 2017,2019, we leased from HPTSVC a total of 199179 properties under the HPTSVC Leases. We have also engaged in other transactions with HPT,SVC, including in connection with the Transaction Agreement that we entered into with HPT on June 1, 2015.Agreements. See Note 7Notes 3 and 9 for more information about our relationship, agreements and transactions with HPT.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. Until July 31, 2017, we also had a property management agreement with RMR, which related to building management services for our headquarters building. See Note 1113 for more information about our current and formerbusiness management agreementsagreement with RMR.
We have relationships and historical and continuing transactions with RMR, The RMR Group Inc. and others related to them. RMR is a majority owned subsidiary of The RMR Group Inc. Our Managing Director, Adam D. Portnoy is a managing director andthe sole trustee, an officer and as the current sole trusteecontrolling shareholder of ABP Trust, which is the controlling shareholder of The RMR Group Inc. and an officer of RMR. Adam D. Portnoy, as the current sole trustee of ABP Trust, beneficially owns all the class A membership units of RMR. Barry M. Portnoy was our other Managing Director and, a managing director and anthe president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR until his death on February 25, 2018. Andrew J. Rebholz,RMR. Both of our Managing Directors and our Chief Executive Officer, Barry A. Richards, our President and Chief Operating Officer, William E. Myers, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark R. Young, our Executive Vice President and General Counsel, and Secretary are officers and employees of RMR. Thomas M. O'Brien, who served as one of our Managing Directors and our President and Chief Executive Officer until December 31, 2017, was also an officer and an employee of RMR until December 31, 2017. RMR provides management services to HPT and HPT's executive officers are officers and employees of RMR. Our Independent Directors also serve as independent directors or independent trustees of other companies to which RMR or its subsidiaries provide management services. Adam D. Portnoy serves as a managing director or managing trustee of almost all of the public companies to which RMR or its subsidiaries provide management services. In addition, officers of RMR and The RMR Group Inc. serve asis the managing member of RMR. As of December 31, 2019, RMR owned 299 shares of our officers and officerscommon stock, representing approximately 3.6% of other companies to which RMR or its subsidiaries provide management services.our outstanding shares of common stock. See Note 1113 for more information about our relationship with RMR.

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



ShareStock Awards to RMR Employees. Under our Share Award Plans, we grant share awardsEmployees. We award shares of common stock to certain employees of RMR who are not also Directors, officers or employees of ours. We awarded a total of 67, 63 and 62 shares with an aggregate value of $319, $416 and $575 to such persons duringDuring the years ended December 31, 2017, 20162019 and 2015,2018, we awarded to such persons a total of 20 and 10 of our shares of common stock valued at $184 and $228, in aggregate, respectively, based upon the closing priceprices of our shares of common sharesstock on the applicable stock exchange on which such shares were listedNasdaq on the dates of the grants. One fifth of those shares vested on the applicable grant dates and one fifth vests on each of the next four anniversaries of the grant dates.awards were made. These share awards to such RMR employees are in addition to both the fees we paypaid to RMR and our sharethe stock awards to our Directors, officers and employees. During these periods, we purchased someemployees (some of our common shares from certain of our and RMR'swhom are also officers and employees in satisfaction of tax withholdingRMR). See Note 10 for more information regarding our stock awards and payment obligationsactivity as well as certain stock purchases we made in connection with stock award recipients satisfying tax withholding obligations on vesting stock awards.
Relationship with AIC
We, SVC and 5 other companies to which RMR provides management services each currently own 14.3% of AIC, an Indiana insurance company.
We and the vestingother AIC shareholders historically participated in a combined property insurance program arranged and reinsured in part by AIC. The policies under that program expired on June 30, 2019, and we and the other AIC shareholders elected not to renew the AIC property insurance program; we have instead purchased standalone property insurance coverage with unrelated third party insurance providers. We paid aggregate premiums, including taxes and fees, of awards$2,502 and $1,721, respectively, in connection with this insurance program for the policy years ended June 30, 2019 and 2018, respectively.
Our investment in AIC had a carrying value of $298 and $8,632 as of December 31, 2019 and 2018, respectively. These amounts are included in other noncurrent assets in our consolidated balance sheets. We recognized income of $575 and $516 related to our investment in AIC for the years ended December 31, 2019 and 2018, respectively, and $664 during the year ended December 31, 2019, related to previously unrealized gains and losses on securities held for sale, which amounts are included in other (income) expense, net in our consolidated statements of operations and comprehensive income (loss). Our other comprehensive loss attributable to common shares. We made these purchases atstockholders includes our proportional share of unrealized gains and losses on securities held for sale, which are owned by AIC, of $91 and $69 for the closing priceyears ended December 31, 2019 and 2018, respectively. Our other comprehensive loss attributable to common stockholders for our common sharesthe year ended December 31, 2019, also includes the reclassification to other (income) expense, net of the $664 previously unrealized gains and losses on securities held for sale.
RMR historically provided management and administrative services to AIC for a fee equal to 3.0% of the applicable stock exchange on which such shares are listed ontotal premiums paid for insurance arranged by AIC. As a result of the dateproperty insurance program having been discontinued, AIC has not occurred fees payable to RMR since that time.
AIC is in the process of purchase.dissolving. See Note 812 for more information about share withholding.regarding our investment in AIC.
CEO Retirement. On November 29, 2017,Directors' and Officers' Liability Insurance
We, The RMR Group Inc., RMR and certain companies to which RMR or its subsidiaries provide management services, including SVC, participate in a combined directors' and officers' liability insurance policy. The current combined policy expires in September 2020. We paid aggregate premiums of $122 and $157 in the years ended December 31, 2019 and 2018, respectively, for these policies.
Executive Officer Retirements
In December 2019, we and RMR entered into a retirement agreement with Thomas M. O'Brien.our former Managing Director and Chief Executive Officer, Andrew J. Rebholz. Pursuant to his retirement agreement, Thomas M. O'Brien continuedMr. Rebholz will continue to serve, as our President and Chief Executive Officer and as one of our Managing Directors until December 31, 2017, and he will remain our employee through June 30, 2018,2020, as a non-executive employee in order to continue to assist in transitioning his duties and responsibilities to his successor. Under Thomas M. O'Brien'sMr. Rebholz’s retirement agreement, (i) consistent with past practice, we will continue to pay Thomas M. O'BrienMr. Rebholz his current annual base salary of $300 until June 30, 2018,2020, and we paid Mr. Rebholz a cash bonus in respect of 20172019 in the amount of $2,060$1,000 in December 2017 and (ii) in lieu of any share grants for his 2017 service, we paid an additional cash payment in the amount of $475 to Thomas M. O'Brien in December 2017.2019. Subject to the satisfaction of certain other conditions, after his retirement from the Company on June 30, 2018,2020, we will make an additional cash payment to Thomas M. O'BrienMr. Rebholz in the amount of $1,505$1,000 and fully accelerate the vesting of any thenof our unvested common shares of the Companycommon stock previously awarded to Thomas M. O'Brien. The retirement agreement does not entitle Thomas M. O'BrienMr. Rebholz.
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TravelCenters of America Inc.
Notes to any additionalConsolidated Financial Statements
(dollars and shares in thousands, except par value and per share awards from us.amounts)

Pursuant to his retirement agreement, Thomas M. O'BrienMr. Rebholz granted to us or our nominee a first right of first refusal in the event he determines to sell any of hisour shares of the Company,common stock that he owns, pursuant to which we may elect during a specified period to purchase those shares of common stock at the average closing price per share of common stock for the ten10 trading days preceding the date of his written notice to us of his intent to sell. In the event that we decline to exercise our purchase right, RMR may elect to purchase such shares of common stock at the price offered to us. Thomas M. O'BrienMr. Rebholz also agreed that, as long as he owns our shares in the Company,of common stock, he will vote those shares of common stock at shareholders'stockholders’ meetings in favor of nominees for director and proposals recommended by our Board of Directors.the Board.
Thomas M. O'Brien'sMr. Rebholz’s retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Thomas M. O'Brien'sMr. Rebholz’s retirement agreement also contains certain terms relating to RMR and other companies to which RMR or its subsidiaries provideaffiliate provides management services.
Relationship with AIC
We, HPT and five other companies to which RMR provides management services each currently own 14.3% of AIC, an Indiana insurance company and are parties toIn November 2017, we entered into a shareholders agreement regarding AIC. Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC.
All of our Directors and all of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR provides management and administrative services to AIC pursuant to a management and administrative servicesretirement agreement with AIC. Pursuant to this agreement, AIC pays to RMR a service fee equal to 3.0% of the total annual net earned premiums payable underour then active policies issued or underwritten by AIC or by a vendor or an agent of AICManaging Director, President and Chief Executive Officer, Thomas M. O’Brien. Mr. O’Brien resigned those positions on its behalf or in furtherance of AIC's business.
We and the other shareholders of AIC participate in a combined property insurance program arranged and insured or reinsured in part by AIC. We paid aggregate annual premiums, including taxes and fees, of $1,721, $2,281 and $2,283, respectively, in connection with this insurance program for the policy years ending June 30, 2018, 2017 and 2016, respectively. Our aggregate annual premiums for the current policy year may be adjusted from time to time as we acquire or dispose of properties that are included in this insurance program.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


As of December 31, 2017, we have invested $6,054 in AIC since its formation in 2008. Our investment in AIC had a carrying value of $8,185 and $7,116 as of December 31, 2017, and 2016, respectively. These amounts are includedhe remained a non-executive employee of ours until June 30, 2018, in other noncurrent assets in our consolidated balance sheets. We recognized income of $608, $137 and $20, related to our investment in AIC foraccordance with his retirement agreement. During the yearsyear ended December 31, 2017, 20162018, we accelerated the vesting of previously granted stock awards and 2015, respectively. Our other comprehensive income (loss) includes our proportional sharemade an additional cash payment to Mr. O'Brien resulting in additional compensation expense of unrealized gains (losses) on securities held for sale, which are owned by AIC, of $461, $152 and $(20) for the years ended December 31, 2017, 2016 and 2015, respectively.$3,571.
Directors' and Officers' Liability Insurance
We, The RMR Group Inc., RMR and certain companies to which RMR or its subsidiaries provide management services, including HPT, participate in a combined directors' and officers' liability insurance policy. The current combined policy expires in September 2018. We paid aggregate premiums of $156, $91 and $225 in the years ended December 31, 2017, 2016 and 2015, respectively, for these policies.

15. Contingencies
13.Contingencies
Environmental Contingencies
Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the HPTSVC Leases, we generally have agreed to indemnify HPTSVC for any environmental liabilities related to properties that we lease from HPTSVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. Under an agreement with Equilon Enterprises LLC doing business as Shell Oil Products U.S., or Shell,We have entered into certain other arrangements in which we have agreed to indemnify Shell and its affiliates from certainthird parties for environmental liabilities incurred with respect toand expenses resulting from our travel centers where Shell has installed natural gas fueling lanes.operations.
From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we have received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement and for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.
At December 31, 2017,2019, we had an accrued liability of $2,751$2,441 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $687,$574, resulting in an estimated net amount of $2,064$1,867 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations.

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



In February 2014, we reached an agreement with the California State Water Resources Control Board, or the State Water Board, to settle certain claims the State Water Board had filed against us in California Superior Court, or the Superior Court, in 2010 relating to alleged violations of underground storage tank laws and regulations for a cash payment of $1,800; suspended penalties of $1,000 that would become payable by us in the future if, prior to March 2019, we fail to comply with specified underground storage tank laws and regulations; and our agreement to invest, prior to March 2018, up to $2,000 of verified costs to develop and implement a comprehensive compliance program for the underground storage tank systems at all of our California facilities that is above and beyond minimum requirements of California law (which costs have since been incurred and were verified as of February 2017). The settlement, which was approved by the Superior Court on February 20, 2014, also included injunctive relief provisions requiring that we comply with certain California environmental laws and regulations applicable to underground storage tank systems. In October 2015, the State Water Board issued a notice of alleged suspended penalty conduct claiming that we were liable for the full amount of the $1,000 in suspended penalties as a result of five alleged violations of underground storage tank regulations and requesting further information concerning the alleged violations. In November 2015, we filed our response to the State Water Board's notice and we subsequently met with the State Water Board to attempt to respond to these matters without a court hearing. On November 11, 2017, we reached an agreement with the State Water Board by agreeing to pay $500 of suspended penalties. Although it is possible that, if we fail to comply with certain underground storage tank laws and regulations prior to March 2019, we may become liable for the remaining $500 of suspended penalties, based on current information, we do not believe this is reasonably likely to occur and, accordingly, we reversed $500 of our previously recognized liability in the fourth quarter 2017.
We currently have insurance of up to $10,000$20,000 per incident and up to $25,000$20,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles, which expires in June 2018.2021. However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.
We cannot predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that a material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.
Legal Proceedings
We are routinely involved in various legal and administrative proceedings including tax audits, incidental to the ordinary course of our business. Except as set forth below, webusiness, 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, of will have a material adverse effect on our business, financial condition, results of operations or cash flows.
On November 30, 2016, weApril 5, 2019, 2 plaintiffs filed a class action complaint oragainst us in Ohio state court alleging that certain credit and debit card receipts printed by us included more information than permitted by the Complaint, captioned TA Operating LLC v. Comdata, Inc., et al. C.A. No. 12954-CB (Del. Ch.), inFair and Accurate Credit Transactions Act. The complaint did not seek any actual damages, but plaintiffs sought statutory damages for the Court of Chanceryindividual plaintiffs and members of the State of Delaware, or the Court, against Comdata Inc., or Comdata, and its parent company with respect to a notice of termination we received from Comdata on November 3, 2016. Based upon Comdata's assertion that we had breached an agreement under which we agreed to install radio frequency identification, or RFID, technology at our travel centers, or the RFID Agreement, the notice purported to terminate a different agreement between us and Comdata under which we agreed to accept Comdata issued fuel cards through January 2, 2022, for certain purchases by our customers in exchange for fees payable by us to Comdata, or the Merchant Agreement. In the Complaint, we sought, among other things, (a) a declaration that we are not in default under the Merchant Agreement; (b) a judgment that Comdata has breached its contractual duties to us; (c) a judgment that Comdata breached its implied covenant of good faith and fair dealing to us; (d) a judgment that Comdata has and is willfully and knowingly engaged in unfair, abusive and deceptive business practices in the course of its business dealings with us in violation of Tennessee law; (e) an order for specific performance by Comdata of its obligations to us under the Merchant Agreement; (f) injunctive relief; and (g)class, as well as declaratory relief, punitive damages, including attorneys' fees and costs, and further relief as the Court deems appropriate.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


At a hearing held on December 14, 2016, the Court denied our request for preliminary injunctive relief subject to Comdata's agreement to continue providing services under the Merchant Agreement pending a final ruling from the Court. On December 21, 2016, Comdata filed a counterclaim alleging that we defaulted under the RFID Agreement and that this alleged default allows Comdata to terminate both the RFID Agreement and the Merchant Agreement. In addition, from February 1, 2017, until mid-September 2017, Comdata unilaterally withheld increased fees from the transaction settlement payments due to us. During the year ended December 31, 2017, the difference between the withheld fees and the fees payable under the Merchant Agreement totaled $6,903. After a trial in April 2017, and post-trial briefing and argument, on September 11, 2017, the Court issued its post-trial Memorandum Opinion. The Court found that we are entitled to, among other things, an order requiring Comdata to specifically perform under the Merchant Agreement, and awarded damages to us and against Comdata for the difference between the higher transaction fees we paid to Comdata since February 1, 2017, and what we would have paid during this period under the fee structure in the Merchant Agreement, plus pre- and post- judgment interest. The Court also found that the Merchant Agreement provides for an award of reasonable attorneys' fees and costs to the prevailing party in a lawsuit enforcing any rights under the Merchant Agreement. The Court directed us and Comdata to submit a form of final judgment with an accounting of our damages and a proposed schedule for resolution of the fees and costs within ten days of the date of the Memorandum Opinion. We and Comdata reached agreement on the amount of excess fees to be paid to us by Comdata and on the calculation of pre-judgment interest, but did not reach agreement on when final judgment should enter and on the amounts of, or schedule for resolving an award of, attorney's fees and costs. Consequently, we and Comdata each filed our own proposed forms of final judgment. On October 17, 2017, the Court entered an order outlining a schedule for resolving issues related to attorney's fees and costs. In September 2017,June 2019, we recognizedfiled a receivable, withmotion to dismiss. On July 5, 2019, plaintiffs filed an offsetting reduction of transaction fees expense, of $6,903amended complaint, which added a request for injunctive relief and on August 2, 2019, we filed a renewed motion to dismiss. After briefing by the amount of excess transaction fees we subsequently recovered from Comdata inparties, on November 2017. The transaction fee expense which we paid net of13, 2019, the amount we recovered from Comdata is included in site level operating expenses inOhio state court granted our consolidated statements of operationsmotion and comprehensive income (loss). Duringentered a judgment dismissing the year ended December 31, 2017, we recognized litigation expenses related to this matter of $9,706, which are included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive income (loss). Although the Court's September 11, 2017, Memorandum Opinion found that the prevailing party in litigation to enforce the Merchant Agreement is entitled to recover its reasonable attorneys' fees and costs plus pre- and post- judgment interest, we have not recognized any amounts of receivable or expense reduction for these attorneys' fees and costs, as the Court has not determined the amount of fees and costs that we are entitled to recover. Our attorneys' fees and costs related to this matter totaled $10,518 through December 31, 2017.case.


14.Inventory
16. Inventory
Inventory at December 31, 20172019 and 2016,2018, consisted of the following:
December 31,
December 31,
2017
 December 31,
2016
20192018
Nonfuel products$169,140
 $167,813
Nonfuel products$161,560  $163,302  
Fuel products40,500
 36,332
Fuel products35,051  33,419  
Total inventory$209,640
 $204,145
Total inventory$196,611  $196,721  



TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


15.
Segment Information
Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. Our separately reportable segments are travel centers and convenience stores. We measure our reportable segments' profitability based on site level gross margin in excess of site level operating expenses.
Travel Centers
We operate and franchise travel centers under the "TA brand" and the "Petro brand", primarily along the U.S. interstate highway system. Our travel center customers include trucking fleets and their drivers, independent truck drivers and highway and local motorists. Our travel centers offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, QSRs and various customer amenities. 
Convenience Stores
We operate convenience stores with retail gasoline stations, under the "Minit Mart brand", that generally serve motorists and are not located at a travel center. These convenience stores typically offer customers gasoline as well as a variety of nonfuel products and services, including coffee, groceries, some fresh foods, and, in many stores, a QSR and/or car wash.
Corporate and Other
We include unallocated corporate expenses and the operations of our standalone restaurants and distribution centers, which are not material to our operations, in corporate and other. For purposes of segment performance measurement, we do not allocate to either our travel center or convenience store segments income and expenses that are of a non-operating or of a corporate nature such as selling, general and administrative expenses, transaction costs associated with the acquisition of certain businesses, interest, income from equity investees and income taxes.
Identifiable assets of the business segments exclude general corporate assets, which primarily consist of certain cash, accounts receivable, certain property and equipment, deferred income taxes and certain other assets. Other than cash that resides at the travel centers or convenience stores, cash and accounts receivable are managed within our treasury and finance function at corporate.
Additional Information
The accounting policies of the business segments are the same as the policies described in Note 1. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties and are eliminated in consolidation.

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


Segment Information
F-33

 Year Ended December 31, 2017
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 Consolidated
Revenues:       
Fuel$3,533,121
 $480,917
 $76,874
 $4,090,912
Nonfuel1,636,009
 269,854
 38,318
 1,944,181
Rent and royalties from franchisees12,304
 215
 3,981
 16,500
Total revenues5,181,434
 750,986
 119,173
 6,051,593
        
Site level gross margin in excess of
   site level operating expenses
$463,833
 $40,554
 $9,895
 $514,282
        
Corporate operating expenses:       
Selling, general and administrative    $154,663
 $154,663
Real estate rent    277,127
 277,127
Depreciation and amortization    128,416
 128,416
Loss from operations    
 (45,924)
        
Acquisition costs    247
 247
Interest expense, net    29,962
 29,962
Income from equity investees    1,088
 1,088
Loss before income taxes    
 (75,045)
Benefit for income taxes    84,439
 84,439
Net income
      9,394
Less: net income for noncontrolling interests      132
Net income attributable to common shareholders
      $9,262
        
Capital expenditures for property and equipment$94,174
 $22,979
 $28,248
 $145,401
Acquisitions of businesses, net of cash acquired13,748
 
 6,110
 19,858
Total assets708,295
 491,866
 417,693
 1,617,854

TravelCentersTable of America LLCContents
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


 Year Ended December 31, 2016
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 Consolidated
Revenues:       
Fuel$3,036,861
 $420,747
 $72,541
 $3,530,149
Nonfuel1,615,405
 263,577
 24,641
 1,903,623
Rent and royalties from franchisees13,628
 306
 3,418
 17,352
Total revenues4,665,894
 684,630
 100,600
 5,451,124
        
Site level gross margin in excess of
   site level operating expenses
$468,912
 $36,660
 $10,227
 $515,799
        
Corporate operating expenses:       
Selling, general and administrative    $139,052
 $139,052
Real estate rent    262,298
 262,298
Depreciation and amortization    92,389
 92,389
Income from operations    
 22,060
        
Acquisition costs    2,451
 2,451
Interest expense, net    27,815
 27,815
Income from equity investees    4,544
 4,544
Loss before income taxes    
 (3,662)
Benefit for income taxes    1,733
 1,733
Net loss      (1,929)
Less: net income for noncontrolling interests      89
Net loss attributable to common shareholders      $(2,018)
        
Capital expenditures for property and equipment$200,513
 $58,197
 $71,287
 $329,997
Acquisitions of businesses, net of cash acquired
 45,153
 26,782
 71,935
Total assets754,372
 516,343
 389,126
 1,659,841

TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


 Year Ended December 31, 2015
 
Travel
Centers
 
Convenience
Stores
 
Corporate
and Other
 Consolidated
Revenues:       
Fuel$3,763,536
 $224,894
 $67,018
 $4,055,448
Nonfuel1,599,088
 140,503
 918
 1,740,509
Rent and royalties from franchisees12,424
 
 
 12,424
Total revenues5,375,048
 365,397
 67,936
 5,808,381
        
Site level gross margin in excess of
   site level operating expenses
$483,564
 $17,259
 $3,215
 $504,038
        
Corporate operating expenses:       
Selling, general and administrative    $121,767
 $121,767
Real estate rent    231,591
 231,591
Depreciation and amortization    72,383
 72,383
Income from operations    
 78,297
        
Acquisition costs    5,048
 5,048
Interest expense, net    22,545
 22,545
Income from equity investees    4,056
 4,056
Loss on extinguishment of debt    10,502
 10,502
Income before income taxes    
 44,258
Provision for income taxes    (16,539) (16,539)
Net income      27,719
Less: net income for noncontrolling interests      
Net income attributable to common shareholders      $27,719
        
Capital expenditures for property and equipment$210,385
 $14,191
 $70,861
 $295,437
Acquisitions of businesses, net of cash acquired9,338
 310,952
 
 320,290
Total assets720,149
 431,014
 470,378
 1,621,541


TravelCenters of America LLC
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)


16.Selected Quarterly Financial Data (unaudited)
The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2017 and 2016:
 Year Ended December 31, 2017
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues$1,390,766
 $1,498,668
 $1,575,677
 $1,584,765
Total gross margin345,056
 390,246
 394,173
 365,556
(Loss) income from operations(41,470) 1,630
 13,112
 (19,161)
Benefit for income taxes19,315
 2,380
 56,268
 6,476
Net (loss) income attributable to
   common shareholders
(29,424) (3,013) 62,324
 (20,625)
Net (loss) income per common share
   attributable to common shareholders:
 
  
  
  
Basic and diluted$(0.74) $(0.08) $1.58
 $(0.52)
Comprehensive (loss) income attributable
   to common shareholders
$(29,276) $(2,902) $62,529
 $(20,520)
 Year Ended December 31, 2016
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues$1,149,822
 $1,430,008
 $1,462,646
 $1,408,648
Total gross margin340,292
 378,498
 394,796
 361,620
(Loss) income from operations(8,778) 12,311
 23,129
 (4,602)
Benefit (provision) for income taxes5,677
 (1,985) (6,263) 4,304
Net (loss) income attributable to
   common shareholders
(9,944) 3,521
 10,898
 (6,493)
Net (loss) income per common share
   attributable to common shareholders:
 
  
  
  
Basic and diluted$(0.26) $0.09
 $0.28
 $(0.17)
Comprehensive (loss) income attributable
   to common shareholders
$(9,698) $3,581
 $10,932
 $(6,582)
During the fourth quarter of 2017, we recognized a $6,356 charge to the benefit for income taxes in order to revalue our deferred tax assets and liabilities at the new statutory rate of 21%, a decrease from 35%, as part of the Tax Cuts and Jobs Act enacted in December 2017. We also recognized a $5,389 impairment charge relating to certain property and equipment and a $1,546 write off of certain assets.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date:February 25, 2020TRAVELCENTERS OF AMERICA LLC
By:
Date:February 28, 2018By:/s/ William E. Myers
Name:William E. Myers
Title:
Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Jonathan M. PertchikManaging Director and Chief Executive Officer
(Principal Executive Officer)
February 25, 2020
Jonathan M. Pertchik
SignatureTitleDate
/s/ Andrew J. RebholzChief Executive Officer (Principal Executive Officer)February 28, 2018
Andrew J. Rebholz
/s/ Barry A. RichardsPresident and Chief Operating Officer (Principal Executive Officer)February 28, 2018
Barry A. Richards
/s/ William E. MyersExecutive Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer and
Principal Accounting Officer)
February 28, 201825, 2020
William E. Myers
/s/ Adam D. PortnoyManaging DirectorFebruary 28, 201825, 2020
Adam D. Portnoy
/s/ Barbara D. GilmoreIndependent DirectorFebruary 28, 201825, 2020
Barbara D. Gilmore
/s/ Lisa Harris JonesIndependent DirectorFebruary 28, 201825, 2020
Lisa Harris Jones
/s/ Joseph L. MoreaIndependent DirectorFebruary 28, 201825, 2020
Joseph L. Morea