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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, 20192021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-33274
TravelCenters of America Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland20-5701514
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
24601 Center Ridge Road, Westlake, OH  44145-5639
(Address 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 Class Trading SymbolsName of Each Exchange on Which Registered
Shares of Common Stock, $0.001 Par Value Per ShareTAThe Nasdaq Stock Market LLC
8.25% Senior Notes due 2028TANNIThe Nasdaq Stock Market LLC
8.00% Senior Notes due 2029TANNLThe Nasdaq Stock Market LLC
8.00% Senior Notes due 2030TANNZThe Nasdaq Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ☒
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 ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer ☒
Non-accelerated filer o
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ☒

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The aggregate market value of the shares of common stock, $0.001 par value, or common stock, of the registrant held by non-affiliates was $121.6$361.0 million based on the $18.10$29.24 closing price per share of common stock on The Nasdaq Stock Market LLC on June 28, 2019.30, 2021. For purposes of this calculation, an aggregate of 685,2342,233,973 shares of common stock held directly by, or by affiliates of, the directors and the officers of the registrant, plus 684,0001,184,797 shares of common stock held by Service Properties Trust, have been included in the number of shares of common stock held by affiliates.
As of the June 30, 2021 annual evaluation, the registrant determined that its accelerated filer status is still applicable, however the registrant expects that effective with the filing of its Quarterly Report on Form 10-Q for the first quarter of 2022, it will no longer file financial reports as a smaller reporting company, or SRC, as defined by the Securities and Exchange Commission, or be able to use the scaled disclosure accommodations available to it as an SRC.

Number of the registrant's shares of common stock outstanding as of February 24, 2020: 8,306,579.21, 2022: 14,838,543.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 20202022 Annual Meeting of Stockholders 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," the "Company," "we," "us" and "our" include TravelCenters of America Inc. and our consolidated subsidiaries unless otherwise stated or the context indicates otherwise.
Warning Concerning Forward-Looking Statements
This 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," "expect," "anticipate," "intend," "plan," "estimate," "will," "may" and negatives and derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Among others, the forward-looking statements that appear in this Annual Report that may not occur include statements that:
•Our expectations about our and the trucking industry's ability to operate through the COVID-19 pandemic;
•The duration and severity of the COVID-19 pandemic and its impact on the economy, us and our customers, suppliers and other stakeholders and our intention to respond to developments from the pandemic accordingly may not be successful or sufficient;
•Our operating results for the year ended December 31, 2019,2021 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 as profitable in the future. However, certainthere are no guarantees that we will be able to sustain this level of these improvements resulted from unique items that may not occurperformance or growth in the future. In addition, customer demand, andinflationary pressures, competitive conditions and government regulation, among other factors, may significantly impact our fuel and nonfuel revenues and the costs of our fuel and nonfuel products may increase in the future because of inflation or other reasons. If fuel gross margin per gallon, or fuel or nonfuel sales volume, decline, if we are not able to pass increases in fuel or nonfuel costs to our customers or if our nonfuel sales mix changes in a manner that negatively impacts our nonfuel gross margin, our nonfuel revenues or our fuel and nonfuel gross margin may decline. In fact,While we were profitable in 2021, 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 expectare executing our strategic transformation, or Transformation Plan, which includes numerous initiatives that locations we acquire, develop or renovatebelieve have and will produce stabilized financialimprove and enhance our profitability and operational efficiency. However, we may not be able to recognize the improvements to our operating results after a period of time following acquisition, development or renovation.that we anticipate. In addition, the costs incurred to complete the initiatives may be greater than we anticipate;
•We have incurred costs to support our anticipated business growth. This statement may imply that stabilization ofthese costs will result in increased revenues and us receiving the expected return on our acquired, developedinvestments in growing our business. However, these costs may exceed any increased revenue we may receive from this growth or renovatedthe returns on these investments may be less than expected;
•Our belief that our sites will occur as expected,are well-located may prove otherwise 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 thanrealize the benefits we expect to realize any such increases;based on the characteristics of our sites;
•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.loss. We may not operate our acquired or developed locations as profitably as we may expect. In addition, acquisitions or property development may subject us to greater risks than our continuing operations, including the assumption of unknown liabilities;
•We planOur expectation that travel centers we acquire will reach financial stabilization within approximately one to continue to invest in existing locations and may invest in new locations. An implicationthree years after we complete capital improvements following our acquisition of the travel center;
•Our belief that, as of the date of this statementAnnual Report, we had sufficient financial resources to fund operations for at least 12 months. However, our business is subject to risks, including risks beyond our control. If economic conditions decline for an extended period or if we fail to operate our business and compete successfully, our business, results of operations and financial condition may be that we have or will havematerially adversely impacted, which may result in our not having sufficient capitalfinancial resources to makefund operations for 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 theforeseeable future;

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•We expect to expand our network by entering into new franchise agreements. However, we may not succeed in entering these agreements and through acquisitions. These statements may imply that we expect increased cash flows. However, these franchise agreements are subject to conditionsthe commencement and these franchise agreementsstabilization of any new franchises may not occur, or may be delayed and the terms of the arrangements may change. In addition, acquisition opportunitiesor may not occuropen, and these franchises may not be successful or may subjectgenerate the royalties for us to greater risks than anticipated;that we expect;
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•We expectOur efforts to realize increased sales fromcontinually monitor our truck service programsfuel purchasing, pricing, supply and have incurred costsinventory management and taking actions we believe appropriate that are intended 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. Weimprove fuel margins may not realize the increased sales frombe successful due to our truck services that we expect and any increased sales we may realize may not exceed the increased costs we incur;failure to succeed in our efforts or due to market, supplier or other reasons;
•We have a revolving credit facility, or our Credit Facility with a current maximum availability of $200.0 million, which we refer to as our Credit Facility.million. The availability of this maximum amount is subject to limits based on our qualified collateral, including our eligible cash, accounts receivable, inventory, equipment and intangible assets that varies in amount from time to time. Accordingly, our borrowing and letter of credit availability at any time may be less than $200.0 million. At December 31, 2019,2021, based on our eligible collateral at that date, our borrowing and letter of credit availability was $111.0$104.7 million, of which we had used $18.1$14.1 million for outstanding letters of credit and $7.9 million for loan borrowings.credit. The maximum amount available under the Credit Facility may be increased to $300.0 million, the availability of which is subject to limits based on our available collateral and lender participation. However, if we do not have sufficient collateral or if we are unable to identify lenders willing to increase their commitments or join our Credit Facility, we may not be able to increase the size of our Credit Facility or the availability of borrowings when we may want or need to do so;
•We 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 estatenot spend the $175.0 million to $200.0 million of the capital expenditures in 2022 that we own. However,currently expect to spend, we domay spend more or less than these amounts, these expenditures may not knowprovide the extentbenefits we expect and we may not realize our expected cash on cash return hurdle; and
•Our commitment to whichembracing environmentally friendly sources of energy through our eTA division may not be successful, may not result in the benefits we can monetizeexpect and may not be sufficient to offset declines we may experience in our existing unencumbered real estate or whatbusiness if the terms of any such financing or sale would be.market moves from fossil fuels to non-fossil fuels.
These and other unexpected results may be caused by various factors, some of which are beyond our control, including:
•Continued improved fuel efficiency of motor vehicle engines and other fuel conservation and alternative fuel practices and sources employed or used by our customers and alternative fuel technologies, alternative forms of energy or other means of transportation that may be developed and widely adopted in the future may continue to reduce the demand for the fuel that we sell and may adversely affect our business;
•Competition within the travel center, truck repair and restaurant industries may adversely impact our financial results. Our business requires substantial amounts of working capital and our competitors may have greater financial and other resources than we do;
•Future increases in fuel prices may reduce the demand for the products and services that we sell;
•Future commodity fuel price increases, fuel price volatility or other factors may cause us to need more working capital to maintain our inventory and carry our accounts receivable at higher balances than we now expect and the general availability of, demand for and pricing of motor fuels may change in ways which lower the profitability associated with our selling motor fuels;
•Our suppliers may be unwilling or unable to maintain the current credit terms for our purchases. If we are unable to purchase goods on reasonable credit terms, our required working capital may increase and we may incur material losses. Also, in times of rising fuel and nonfuel prices, our suppliers may be unwilling or unable to increase the credit amounts they extend to us, which may increase our working capital requirements. The availability and the terms of any credit we may be able to obtain are uncertain;

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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 allmost large trucking companies use only a single fuel card provider and have become increasingly dependent upon services provided by their respective fuel card provider to manage their 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;
•We and our suppliers and customers are experiencing negative impacts from the current reduced market labor availability, including truck driver shortage, and related market pressures which may continue to present us with challenges and could negatively impact our business and operations if these conditions continue;
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•Continued supply chain challenges may limit our growth, reduce our scale and scope of operations, increase our operating costs, continue to expand the time to complete our capital projects, and adversely impact our results of operations and financial condition;
•If trucking companies are unable to satisfy market demands for transporting goods or if the use of other means of transporting goods increases, the trucking industry may experience reduced business, which would negatively affect our business, results of operations and liquidity;
•Trucking companies have incurred, and may incur additional, increased labor costs to retain and hire truck drivers, which may reduce the amount these companies are willing to pay for our services;services or products;
•Adverse weather events, natural disasters and climate change may adversely impact our travel centers and other properties, operations and financial condition;
•Compliance with, and changes to, federal, state and local laws and regulations, including those related to tax, employment and environmental matters, accounting rules and financial reporting standards, payment card industry requirements, competition and similar matters may increase our operating costs and reduce or eliminate our profits;
•We are routinely involved in litigation. Discovery during litigation and court decisions often have unanticipated results. Litigation is usually expensive and can be distracting to management. We cannot be sure of the outcome of any of the litigation matters in which we are or may become involved;
•Acts of terrorism, geopolitical risks, political crises, wars outbreaks of so called pandemicsor other military actions, public health crises, such as the ongoing COVID-19 pandemic, or other man made or natural disasters beyond our control may adversely affect our financial results; and
•Although we believe that we benefit from our relationships with our related parties, including Service Properties Trust, (formerly known as Hospitality Properties Trust), or SVC,, the 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.
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"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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PART I
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PART IV
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SIGNATURES

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PART I

Item 1. Business
Business 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 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, 2019, we operatedWe operate or franchised 306franchise 280 travel centers, standalone truck service facilities and a standalone restaurants.restaurant. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.
As of December 31, 2019,2021, our business included 261276 travel centers in 44 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, operated primarily under the "TravelCenters of America," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of our 261these travel centers, at December 31, 2019, we owned 51, we leased 181, we operated two for a joint venture in which we owned a noncontrolling interest and 2742 were owned or leased from others by our franchisees. We operated 232 of our travel centers and franchisees operated 2944 travel centers, including two we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as a wide range of truck repair and maintenance services, diesel exhaust fluid, or DEF, full service restaurants, or FSRs, quick service restaurants, or QSRs, and various customer amenities.
As of December 31, 2019,2021, our business included twothree standalone truck service facilities operated under the "TA Truck Service" brand name. Of our twothese standalone truck service facilities, we leased onetwo and owned one. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks.
As of December 31, 2019,2021, our business included 43one standalone restaurants in 12 states in the United States operated primarily under the "Quaker Steak & Lube," or QSL, brand name. Of our 43 standalone restaurants at December 31, 2019, we operated 16 restaurants (six we owned, nine we leased and onerestaurant that we operated for a joint venture in which we owned a noncontrolling interest)interest.
On April 21, 2021, we completed the sale of our Quaker Steak & Lube, or QSL, business for $5.0 million excluding costs to sell and 27 were owned or leased from others and operated bycertain closing adjustments. See Note 3 to the Consolidated Financial Statements included in Part IV, Item 15. of this Annual Report for more information about the sale of our franchisees.QSL business.
We manage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because it facilitatesthey facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.
As of December 31, 2019,2021, we employed approximately 14,30014,250 people on a full time basis and 6,6302,850 people on a part time basis at our travel centers, standalone truck service facilities and standalone restaurants and we employed an additional 979865 people in field management, corporate and other roles to support our locations. Forty-twoApproximately 46 of our employees at two travel centers are represented by unions. For more information regarding our employees, please refer to "Human Capital Resources" below.
Recent Significant TransactionsEvents
SaleCOVID-19 Pandemic
In March 2020, the World Health Organization, declared the outbreak of Convenience Stores BusinessCOVID-19 a pandemic, and, in response to the outbreak, the U.S. Health and Human Services Secretary declared a public health emergency in the United States and many states and municipalities declared public health emergencies. Various governmental responses attempting to contain and mitigate the spread of the virus have negatively impacted, and continue to negatively impact, the global economy, including the U.S. economy.
On December 5, 2018,We believe that our travel centers and the truck drivers that we sold 225 convenience stores, one standalone restaurantserve are critical to sustaining a resilient supply chain to support essential services and certain related assets, ordaily commerce across the convenience storesUnited States. To date during the COVID-19 pandemic, our business has benefited from an increased demand for an aggregate sale pricee-commerce and from being recognized by various governmental authorities as a provider of $330.6 million.services essential to businesses, which allowed us to continue operating our travel centers through the COVID-19 pandemic. We received net proceeds of $319.9 million, after transaction relatedhave taken various actions and have incurred additional costs of $9.7 millionin response to the pandemic to address its operating and cash sold of $1.1 million, from this sale. In connection withfinancial impact and to protect the salehealth and safety of our convenience storescustomers, employees and other persons who visit our travel centers and restaurants. However, if there is another economic downturn as a result of the continued impact of the pandemic, demand for the transporting of products across the United States by trucks may decline, possibly significantly. If that occurs, our business, we recognized a loss on disposalresults of $79.6 millionoperations and a goodwill impairment charge of $17.8 million during the year ended December 31, 2018.

financial position may be adversely impacted.
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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 U.S. economic conditions have improved significantly in the 20 purchased travel centers were removedUnited States from the applicable leaseslow points experienced during the pandemic. Commercial activities in the United States rebounded and grew in part due to government spending on pandemic relief, infrastructure and other matters. This recent economic growth may have had some impact on our sales as during 2021 our diesel fuel sales volume increased 10.6% and total nonfuel revenues increased 11.4%, as compared to the prior year.
Government and market responses to the COVID-19 pandemic have caused supply chain and labor availability issues, which at times have resulted in reduced availability of goods and inflationary pressures; inflationary pressures have continued into 2022 and remain heightened. The ultimate adverse impact of the COVID-19 pandemic or a similar health crisis is highly uncertain. If these challenges continue, or if governments take further actions in response to these challenges, our business, results of operations and financial position may be negatively impacted. We are continuing to closely monitor the impact of the pandemic on all aspects of our business and intend to respond to developments accordingly.
As a result of these uncertainties, we are unable to determine what the ultimate impact will be on our and our annual minimum rent was reduced by $43.1 million;customers', vendors' and other stakeholders' businesses, operations, financial results and financial position.

•the termGrowth Strategies
Our Transformation Plan consists 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 sitenumerous initiatives across our organization 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 15purpose of this Annual Report.
Our Growth Strategy
Our growth strategy is focused on both extendingexpanding our travel center network, improving and on expandingenhancing operational profitability and efficiency, and strengthening our scopefinancial position all in support of products and services as well asour core mission to return every traveler to the customer segments we serve in a way that enhances and compliments our travel center product and service offerings.
We intend to extend our travel center network by adding travel centers to our network through acquisitions, franchising and new build development.road better than they came.
We also intend to expand our scope of products and services and our customer segments through investments of capital and human resources in our truck service business, particularly our RoadSquad®TA Truck Service Emergency Roadside Assistance®, TechOn-Site®TA Truck Service Mobile Maintenance® and Commercial Tire Network™ 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 three years ended December 31, 2019, we acquired five travel centers from our former franchisees for an aggregate investment of $31.9 million, including costs of renovations. In 2017, we completed the construction of an additional travel center, which was developed on land we owned, for an aggregate investment of $32.2 million that was subsequently sold to, and leased back from, SVC.
DuringTravel Centers. Since the three years ended December 31,beginning of 2019, we entered into franchise agreements covering 12for 59 travel centers to be operated under our TA Express and TAtravel center brand names; four of these franchised travel centersnames, including 26 new agreements in 2021. Four began operations under one of our travel center brands during the year ended December 31, 2019, twoten began operations in theduring 2020 first quarter to dateand five began operations during 2021, and we anticipate six franchised travel centersexpect the remaining 40 to begin operationsopen by the endsecond quarter 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.2024.

Typical improvements we make at acquiredrecently added or refreshed travel centers include adding truck repair facilities and nationally branded QSRs, paving parking lots, rebranding gasoline offerings, replacing outdated fuel dispensers, installing diesel exhaust fluid, or DEF dispensing systems, adding biodiesel blending, 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. WeDepending on the extent of the improvements we estimate that the travel centers we acquire or develop generally will reach financial stabilization approximately one to 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 we cannot be surecertain that acquired or developed locations will operate profitably. For instance, the acquisition of an existing franchised travel center or site refresh could have a financial stabilization period of one year or less, whereas the new construction or significant overhaul of a newly-franchised or company-owned travel center could take up to three years to reach financial stabilization.
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On October 28, 2019, we entered into a multi unit franchise agreement with IHOP Franchisor LLC, or IHOP, in which we agreed to rebrand and convert certain of our FSRs to IHOP restaurants over five years, or the IHOP Agreement. Concurrent with entering into the IHOP Agreement, we entered into a Secured Advance Note with IHOP, or the IHOP Note, pursuant to which we can borrow up to 94 of$10.0 million in connection with the costs to convert our full service restaurants to IHOP restaurants over the next five years, orrestaurants. As of December 31, 2021 and 2020, there were no loans outstanding under 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 $1.1 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 name; three of these franchised restaurants began operations during the year ended December 31, 2019, and we anticipate the remaining four restaurants will be added to our network by the end of the 2020 third quarter.
Other Acquisitions. During the three years ended December 31, 2019, we acquired a tire retread facility that is part of the 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 close by the end of the 2020 second quarter) on which we, or one of our franchisees, plans to develop a TA Express branded travel center.
See Note 3 to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report for more information about our acquisitions during 2019 and 2018.Note.
Our Travel Centers
Our typical TA or Petro branded travel center includes:
•over 2524 acres of land with parking for approximately 200 tractor trailers and 100 cars;
•a full service restaurantFSR and one or more QSRs that we operate as a franchisee under various brands;
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•a truck repair facility and parts shop;
•multiple diesel and gasoline fueling points, including DEF dispensers 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 6070 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, 2019,2021, we offered branded gasoline at 249approximately 264 of our locations and unbranded gasoline at sevennine of our travel centers operated by our franchisees.franchisees and two of our travel centers operated by us.
•Diesel Exhaust Fluid. DEF is an additive that is required by most truck engines manufactured after 2010. As of December 31, 2019,2021, we offered DEF from dispensers on the diesel fueling island at 256approximately 265 of our travel centers.
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Tablecenters and plan to have DEF dispensers available in all lanes at our travel centers by the end of Contents2022.
•Full Service RestaurantsFSRs and Quick Service Restaurants.QSRs. Most of our TA and Petro branded travel centers have both full service restaurantsFSRs 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 restaurantsFSRs within our travel centers are operated under our Iron Skillet® and Country Pride® brands and offer menu table service and buffets.service. At certain travel centers we have converted the full service restaurantFSR to a franchised brand, such as IHOP®, Black Bear Diner®, Fuddruckers® and Bob Evans®. We are in the process of rebranding upcarefully evaluating other opportunities to 94 ofdrive value within our full service restaurants currently operated under the Iron Skillet® and Country Pride® brand names to IHOP®.FSRs. We also operate approximately 4453 different brands of QSRs, including Popeye's Chicken & Biscuits®, Subway®, Burger King®, Taco Bell®, Pizza Hut®, Dunkin' Donuts®® and Starbuck's Coffee®. As of December 31, 2019,2021, approximately 193183 of our travel centers included a full service restaurant,FSR, approximately 180170 of our travel centers offered at least one QSR and there were a total of approximately 443473 QSRs in our 261276 travel centers.

•Truck Service. Most of our travel centers have truck repair and maintenance facilities. Our 244247 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 "Operations -– TA Truck Service" below.
•Travel Stores. Travel stores located at our travel centers typically have a selection of over 5,000 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 have a broad merchandise selection of more than 25,000 items. The General Merchandise selection is designated to support the professional driver's lifestyle while on the road. It includes the latest electronics, oil and additives, hardware and tools, clothing, and cab and bunk supplies. The Convenience offering includes cold beverages, candy, salty snacks, sweet treats, and traditional grocery items such as meal solutions, pet supplies, and health and beauty products. Each store has fresh food, pre-packaged meal solutions, snacks to grab, freshly brewed coffee, and cold fountain drinks. Each store has unique gifts for guests to buy for family or friends, whether it's a holiday or moment to celebrate. Guests can 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.purchase regional souvenirs to remember their trip by.
•Parking. OurWe have a total of approximately 75,000 parking spaces, of which 49,000 are tractor trailer parking spaces and 26,000 are car parking spaces. Many of 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, 2019,2021, we offered the Reserve-It!® parking program at 247227 of our travel centers and we had dedicated a total of approximately 6,5006,580 parking spaces for this program. These reserved parking spaces comprise an average percentage
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Table of the total parking spaces per site of approximately 16%.Contents
•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.parking such as ours. We offer commercial trucker and other customer loyalty programs, the principal program being the UltraOne® Program, that are similar to the frequent shopper programs offered by other retailers. DriversUnder our loyalty programs, 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, makingwhich we believe make our travel centers an attractive choice for trucking fleets. Most of our travel centers provide truck drivers the amenities listed below:including:
•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.seating; and
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ample parking including Reserve-It! parking.
Operations
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, 2019,2021, diesel fuel and gasoline revenues represented approximately 85.1%87.1% and 14.9%12.9%, respectively, of our total fuel revenues. We use discounting as a principal form of competition to grow our business with key customers and channels. For the year ended December 31, 2019,2021, approximately 86.4%89.9% of our diesel fuel sales 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.suppliers, and also to capitalize on favorable purchasing opportunities that are accretive to our fuel margin. We also believe that purchasing arrangements with multiple diesel fuel suppliers may help us avoid product outagesshortages 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. We continually monitor our fuel purchasing, pricing, supply and inventory management and take actions we believe appropriate that are intended to improve fuel margins.
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A large majority of truck drivers use a payment method known as truck "fuel cards" that allow truck drivers to purchase fuel and other goodsproducts 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 these fuel cards, most of which are issued by third party fuel card companies. TheCurrently, 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 havehold a minority interest in a joint venture with Love's Travel Stops and& Country Stores, Inc., or Love's, in which we both own a 50% interest inthat owns QuikQ LLC, or QuikQ. QuikQ is 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 and we do not contract to purchase substantial quantities of fuel to hold as inventory.inventory; however, we may do so in the future. We generally have only a few days of diesel fuel and gasoline inventory at our travel 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. WeAdditionally, there has historically been a significant correlation over time between the indices used in our sales contracts and those used in our purchasing contracts. Due to this correlation, we historically have not engaged in any fixed or hedged price fuel contracts.
Non-Fossil Fuel and Alternative Energy. In anticipation of the possible changes that may eventually affect our industry regarding fuel and energy use, we are evaluating our long term strategies to position ourselves to efficiently and successfully adapt to these changes. These industry changes may include increasing adoption of the use of non-fossil fuel and alternative energy. Among these changes may be the use of electric vehicle technologies, which have been led initially by the automotive and light duty truck industries and more recently followed by leaders in commercial trucking, as well as hydrogen fuel, natural gas and other possible sources. While we believe that we are in the preliminary stages of evaluating these changes, we believe that a defined strategy, with dedicated internal resources, is important as we position ourselves to successfully incorporate these changes into our business. While we are currently increasing our biodiesel blending capabilities, as well as expanding our ability to offer DEF at the pump, we are also preparing for the future. This preparation may include dedicated internal leadership, the possibility of the creation of joint ventures and partnerships, as well as the potential for direct capital investments in infrastructure. One current example is that we are preparing to offer hydrogen fuel for sale at one of our sites, and we continue to actively explore other opportunities regarding alternative fuels and energy such as electric vehicle charging for medium and heavy duty trucks.
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, Core-Mark Holding Company Inc. for tobacco and other travel stores products, U.S. Foods for restaurant food products and ExxonMobil Oil Corporation, 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.carriers. 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®TA Truck Service Emergency Roadside Assistance ® is a roadside truck service program that operates 24 hours per day, seven days per week. As of December 31, 2019,2021, this program included a fleet of approximately 604600 heavy duty professionally maintained emergency vehicles equipped with GPS technology at our travel centers and other sites and third party roadside service providers in 5049 U.S. states one U.S. territory and 1210 Canadian provinces with a total of approximately 1,83514,000 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®TA Truck Service Mobile Maintenance ® offers truck and trailer mobile maintenance and repair services performed by certified technicians at customer facilities, with a fleet of approximately 234333 trucks in service as of December 31, 2019. TechOn-Site®2021. TA Truck Service Mobile Maintenance 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, used truck refurbishingsinspections and complete lubrication services.
•TA Commercial Tire Network™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™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™Network ™ is the most comprehensive commercial tire purchasing, monitoring and maintenance program in the United States.
Daimler Agreement. We are party to an agreement with Daimler. Daimler is the 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
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 6,2006,500 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 2,800 travel centers and truck stops that are located at or near U.S. interstate highway exits. Based on the number of locations, Pilot Travel Centers LLC (which includes the Flying J brand), or Pilot, Love's and TA are the three largest companies focused principally on the travel center industry. We believe that during 2019,in recent years, 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 negativelymay have 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 fewseveral 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,FSRs, 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 broad nationwide footprint of travel centers nationwide.centers.
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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. 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 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.
Our Leases with SVC
We have five leases with SVC, four of 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 35 properties under the Petro Lease. One of our subsidiaries is athe tenant under the leases, and we and in the case of our TA Leases certain of our subsidiaries, guarantee the tenant's obligations under the leases.
Term. The TA Leases expire on December 31, 2029, 2031, 2032 and 2033, respectively. The Petro Lease expires on June 30, 2035. We may extend each of these leases for up to two additional periods of 15 years.
Annual Minimum Rent. As of December 31, 2019,2021, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243.9 million. We may request that SVC purchase approved renovations, improvements and equipment additions we make at the leased properties, in return for an increase in our annual minimum rent equal to the amount paid by SVC multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. SVC is not required to purchase any improvements and we are not required to sell any improvements to SVC. During the yearyears 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, 2019,2021 and 2020, we did not sell to SVC any improvements we made to properties leased from SVC.
Percentage Rent. Under the SVC Leases, we incur percentage rent payable to SVC. The percentage rent is 3.0%3.5% of the excess of nonfuel revenues for any particular year over the percentage rent base year amount. Beginning with the year ended December 31, 2020, the percentage rent payable by us to SVC will increase by an amount equal to one-half percent (0.5%) of the excess of annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019.
Deferred Rent. Under the SVC Leases, we owed deferred rent to SVC in an aggregate amount of $70.5 million, which became payable in 16 equal quarterly installments beginning April 1, 2019. The total amount of deferred rent outstanding as of December 31, 2019,2021, was $57.2$22.0 million. Interest does not accrue on this deferred rent obligation, subject to exceptions. This deferred rent obligation may be accelerated by SVC 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 of us.
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MaintenanceOn March 9, 2021, we 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 commencementSVC amended one of the SVC Leases to reflect the renewal of a third party ground lease subject to any permitted alterations and reasonable wear and tear.
Assignment and Subletting. SVC's consent is required for any direct or indirect assignment or sublease of anyat one of the leased properties. We remain liable under179 travel center properties that we lease from SVC. This ground lease, which was previously accounted for as an operating lease, is now accounted for as a finance lease.
The lease amendment is further described in Note 8 to the leases for subleased properties.
Indemnification and Insurance. With limited exceptions, we indemnify SVC for certain environmental matters and for liabilities that arise duringConsolidated Financial Statements included in Part IV, Item 15. of this Annual Report. For more information about 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 SVC Leases, generally require that SVC be named as an additional insured underplease refer to Part I, Item 1. "Business – Our Leases with SVC" in 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) SVC will generally receive all insurance or taking proceeds, (b) in the case of a casualty loss, we are liable to SVC 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 SVC's option, either 8.5% of the net proceeds paid to SVC 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 SVC 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 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 SVC'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 SVC;
•our default under any indebtedness of $10.0 million or moreAnnual Report on Form 10-K 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;year ended December 31, 2020, 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, SVC 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 SVC plus interest.
We are also obligated to reimburse SVC 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 SVC, but SVC is required to obtain nondisturbance agreements for our benefit.
Financing Limitations; Security. Without SVC'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 SVC at its then fair market value. Also at termination of the TA Leases, SVC 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 SVC 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 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 SVC is located.
Right of First Refusal. We have granted to SVC in the SVC 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 SVC cannot agree on an alternative use for the property, we may offer that property for sale, including the sale of SVC's interest in the property, free and clear of our leasehold interests. No sale of a property leased from SVC, however, may be completed without SVC's consent. In the event we obtain a bona-fide offer to purchase the property and SVC consents to the sale, the net sale proceeds received will be paid to 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 SVC'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 SVC 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 SVC also include arbitration provisions for the resolution of disputes, claims and controversies.
See Note 98 to the Consolidated Financial Statements in Part IV, Item 1515. of this Annual Report for more information about the terms of the SVC Leases and related amounts.

Report.
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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, 2019,2021, regarding branding and ownership of the travel centers and standalone restaurants our franchisees operate and excludes travel centers and standalone restaurants we operate. Information about the locations we operate is included in Item 22. of this Annual Report.
 Brand Affiliation:Ownership of Sites By:
 TATA
Express		PetroTotalTA
Franchisee
or Others
Alabama1 — 1 2 1 1 
Arizona— 1 — 1 — 1 
Florida1 — — 1 — 1 
Georgia— 1 — 1 — 1 
Illinois— — 1 1 — 1 
Iowa1 — — 1 — 1 
Kansas1 1 1 3 — 3 
Minnesota— — 2 2 — 2 
Missouri2 — 2 4 — 4 
North Carolina— — 1 1 — 1 
North Dakota— 1 1 2 — 2 
Ohio1 — 1 2 — 2 
Oregon2 1 — 3 — 3 
Pennsylvania1 1 — 2 — 2 
South Dakota— 3 — 3 — 3 
Tennessee1 — — 1 — 1 
Texas1 6 — 7 1 6 
Utah— 1 — 1 — 1 
Virginia1 — 2 3 — 3 
Wisconsin1 1 1 3 — 3 
Total14 17 13 44 2 42 
 Brand Affiliation:Ownership of Sites By:
 
TA(1)
TA
Express(1)
Petro
QSL(1)
TotalTA
Franchisee
or Others(1)
Alabama1  —  1  —  2  1  1  
Florida—  —  —  1  1  —  1  
Illinois—  —  1  —  1  —  1  
Iowa1  —  —  1  2  —  2  
Kansas1  —  1  —  2  —  2  
Kentucky—  —  —  1  1  —  1  
Minnesota—  —  2  —  2  —  2  
Missouri2  —  2  —  4  —  4  
New Jersey—  —  —  3  3  —  3  
North Carolina—  —  1  —  1  —  1  
North Dakota—  1  1  —  2  —  2  
Ohio1  —  1  9  11  —  11  
Oregon1  —  —  —  1  —  1  
Pennsylvania1  —  —  8  9  —  9  
South Carolina—  —  —  1  1  —  1  
South Dakota—  2  —  —  2  —  2  
Tennessee1  —  —  1  2  —  2  
Texas1  1  —  —  2  1  1  
Virginia1  —  2  1  4  —  4  
West Virginia—  —  —  1  1  —  1  
Wisconsin1  —  1  —  2  —  2  
Total12  4  13  27  56  2  54  
(1)Since December 31,the beginning of 2019, through the date of this Annual Report, twowe entered into franchise agreements for 59 travel centers ownedto be operated under our travel center brand names, including 26 new agreements in 2021. Four began operations during 2019,ten began operations during 2020 and operated by a franchisee opened under the TA Express brand name,five began operations during 2021, and we have entered into agreementsexpect the remaining 40 to open by the second quarter of 2024. The table below summarizes by state information regarding branding for sixthe remaining franchised travel centers and four franchised standalone restaurants to begin operations by the end of 2020.we anticipate beginning operations.
Brand Affiliation:
TATA
Express		PetroTotal
Alabama— — 1 1 
Arkansas1 1 — 2 
Arizona1 2 — 3 
California3 9 1 13 
Georgia— 3 1 4 
Illinois— 1 — 1 
Indiana— 1 — 1 
Missouri— 2 — 2 
New Mexico1 — — 1 
Oklahoma— 1 — 1 
Tennessee— 1 1 2 
Texas— 7 — 7 
Utah— 1 — 1 
Wyoming— 1 — 1 
Total6 30 4 40 

TA, TA Express and Petro Franchise Agreements and Franchise Lease Agreements
The following is a summary of the material provisions typically included in ourOur franchise agreements with regard to TA, TA Express and Petro travel center franchise agreements.
Initial Franchise Fee. The initial franchise fee for a new TA or Petro franchise is $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 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 renewalcenters and our Petro franchiselease agreements generally provide forwith regard to our two five year renewals on the same terms as the expiring agreements. As ofleased franchised travel centers have not materially changed since December 31, 2019, our franchise agreements had an average remaining term excluding renewal options of six years and an average remaining term including renewal options of 12 years.
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Protected Territory. Under2019. For more information about the terms of ourthose franchise agreements, for TA and TA Express travel centers, generally we have agreed notplease refer 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 franchised 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 franchised 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 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. 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.
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 ofPart I, Item 1. “Business – TA, TA Express and Petro franchisees under our current form of franchise agreement, if the franchisee will not agree to the termsFranchise Agreements” and “Business – Franchisee Lease Agreements” in our then current form of franchise agreement.
Rights of First Refusal. DuringAnnual Report on Form 10-K for the term of each franchise agreement, we generally have a right of first refusal to purchase the franchised travel center at the price the franchisee is willing to accept 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. Atyear ended December 31, 2019, there were two such leased franchised travel centers. These franchisees exercised their final renewal term options and renewed their lease agreements during 2017; the terms of these lease agreements expire in June 2022.
QSL Franchise Agreements
Material provisions of our QSL franchise agreements typically include the following:2020.
Initial Franchise Fee. The initial franchise fee for a new QSL franchise is $40.0 thousand. If a franchisee develops a QSL, the franchisee also is required to sign an area development agreement 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, 2019, our franchise agreements had an average remaining term excluding renewal options of 10 years and an average remaining term including renewal options of 19 years.
Protected Area. Under the terms of our QSL franchise agreements, generally we have agreed not to operate, or allow another person to operate, a restaurant that uses the QSL brand in a specified 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 approved menu items.
Royalty Payments on Gross Sales. QSL franchisees are required to pay us a royalty fee on gross sales, which includes revenues from all goods, merchandise and 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 the franchisee is willing to accept 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. Investigation and remediation of both surface spills and subsurface releases is handled by contracted third party consultants and managed by our environmental staff. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the SVC Leases, we generally have agreed to indemnify SVC for any environmental liabilities related to properties that we lease from SVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. We have entered into certain other arrangements in which we have agreed to indemnify third parties for environmental liabilities and expenses resulting from our operations.
For further information about these and other environmental and climate change matters, see the disclosure under the heading "Environmental Contingencies" in Note 1514 to the Consolidated Financial Statements included in Part IV, Item 1515. 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-Looking Statements," Item 1A. "Risk Factors," and Part II, Item 7,7. "Management's Discussion and Analysis -– Environmental and Climate Change Matters."
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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 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 inof 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 stockholders may be required to divest himself or itselfthemselves 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.
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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 volume isvolumes are generally lower in the first and fourth quarters than the second and third quarters of each year. In the first quarter, the movement of freight by professional truck drivers as well as motorist travel are usually at their lowest levels of eachthe 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. The COVID-19 pandemic has, and economic conditions occasionally in the past have, significantly altered the seasonal aspects of our business, and they may have similar impacts in the future.
Human Capital Resources
Our core mission is to “Return every traveler to the road better than they came.” Our five values, Welcoming, Empathetic, Integrity, Openness and Team Player, define the behaviors we expect from our employees and we maintain and enforce our Diversity Statement. We have a longstanding history of supporting the professional truck drivers who keep the U.S. economy moving and those who have served our country, including both retired and active-duty military. We are committed to supporting the local communities we serve.
During 2020, we embarked on a company wide Reorganization Plan that included senior leadership appointments, resulting in an experienced and strategic management team tasked with improving our profitability, operational efficiency, and diversity.
As of December 31, 2021, we employed approximately 18,000 employees with 4.8% employed at our corporate headquarters and 95.2% across 236 company-owned locations throughout the United States. Approximately 79.2% of our field employees were classified as full-time employees and the average tenure of our employees was four years. We are an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, religion, national or ethnic origin, age, marital status, ancestry, sex, gender, pregnancy, gender identity or expression, sexual orientation, mental or physical disability, handicap, military service or veteran status, genetic information or membership in any other category protected by applicable federal, state or local law. Diversity and inclusion are an important part of our hiring, retention and development programs. As of December 31, 2021, 46.2% and 38.4% of our employees were female and non-white, respectively, and 43.0% and 29.0% of our Board of Directors were female and non-white, respectively.
Our employee engagement, immersion and training initiatives center around our Mission Vision & Values. Our recruiting, on-boarding and retention programs and development of on-going training programs currently include the following:
•National Training Center. We maintain a national training center in Lodi, Ohio where we host educational programs to develop employees by teaching new skills and relevant technological changes.
•Manager in Training Program. This training program assists non-management and new management employees in learning the skills and experience to help enable them to advance their career and benefit our business and operations. During the year ended December 31, 2021, 142 field employees were promoted from non-manager to management level positions.
•Healthy Journeys Wellness Plan. We value the health and well-being of all our employees. For this reason, we offer the Healthy Journeys Wellness Program to help eligible employees and their spouses manage their health while controlling their family's healthcare costs. The program includes many resources to support wellness, including online health courses and a smoking cessation program.
•Educational Assistance Plan. Eligible employees can participate in TA’s Educational Assistance Plan for tuition reimbursement. We pay up to 75.0% of the cost of tuition and certain fees for any approved course taken by a regular full-time employee at an accredited high school, university or college, trade, business or correspondence school. Eligible truck service technicians who graduated from a certified technical school and have education related loan repayment obligations can also earn funds to repay their loan.
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Intellectual Property
We own the "Petro Stopping Center" and "Quaker Steak & Lube" namesCenter®" name and related trademarks and various trade names used in our business including RoadSquad®"TA Truck Service Emergency Roadside Assistance®", TechOn-Site®"TA Truck Service Mobile Maintenance®", TA Commercial Tire Network™"UltraOne®", UltraOne®"Iron Skillet®", Iron Skillet®"Reserve-It!®", Reserve-It!®, eShop®"eShop®" and others. We have the right to use the "TA®"," "TA Express®"," "TravelCenters of America®", TA Commercial Tire Network™" Country, "Country Pride®" and certain other trademarks, which are owned by SVC, during the term of each TA Lease. We also license certain trademarks used in the operation of certain of our 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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the sale of our QSL business on April 21, 2021.
Internet Websites
Our internet website addresses are www.ta-petro.com and www.thelube.com.address is www.ta-petro.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 Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 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 stockholders 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, through 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 Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 or by email at secretary@ta-petro.com. Our website addresses are included several times in this Annual Report as textual references only. The information on or accessible through our websites 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 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
Summary of Risk Factors

Our business is subject to a number of risks and uncertainties. The following is a summary of the principal risk factors described in this section:
•The COVID-19 pandemic and its economic impact may materially adversely affect our business, operations, financial results and liquidity;
•A majority of our revenue comes from fuel sales, which generate low gross margins;
•Increasing motor vehicle fuel efficiency, fuel conservation practices and adoption of alternative fuels or energy sources, may lead customers to purchase less fuel and visit our travel centers less frequently;
•Increased fuel prices, fuel price volatility or an interruption in our fuel supply may adversely affect our results;
•There is limited competition among fuel card providers, which may adversely affect our ability to negotiate fees and increase prices to offset expenses;
•Our financial results are dependent on the demand for trucking services in the United States, which may decline if the U.S economy declines;
•A large percentage of our revenue is concentrated in a few large customers;
•Additional environmental regulations and market reaction to climate change concerns may decrease the demand for diesel fuel, and our compliance with such regulations and attempts to respond to those concerns may be expensive;
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•We have substantial combined indebtedness and fixed rent obligations;
•We may be subject to increases in our interest rates, as well as adverse changes in fiscal policies and credit conditions;
•Any failure, inadequacy, interruption or security breach of our information technology could harm our business;
•Compliance with data privacy and security laws may be expensive;
•Our labor costs cannot easily be reduced and inflationary pressures and the passage of minimum wage laws, health insurance requirements or similar legislation will likely cause costs to rise;
•Our insurance may not adequately cover our potential losses;
•Supply chain challenges and changing market conditions, including inflationary pressures, and practices and U.S. trade policies may negatively affect our business;
•Third party expectations relating to environmental, social and governance (ESG) factors may impose additional costs and expose us to new risks;
•We may not be able to execute or fund our business and growth strategies;
•Acquisitions or development projects may be more difficult, time consuming or costly than anticipated and the anticipated benefits of such acquisitions and projects may not be realized;
•Provisions in our charter, bylaws, material agreements, licenses, and permits may prevent or delay a change in our control; and
•Our stock has experienced significant price and trading volume volatility and may continue to do so.
Our business faces many risks. If any of the events or circumstances described in the following risk factors occurs,occur, 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-Looking Statements" before deciding whether to invest in our securities.
Risks Related to Our Business
OurThe COVID-19 pandemic and its resulting economic impact may materially adversely affect our business, operations, financial results and liquidity.
The COVID-19 pandemic has had an adverse impact on the U.S. economy, during various stages of the pandemic. Government requirements to stay in place and temporarily close businesses had a substantial negative impact on the economy. Government spending during the pandemic, and subsequent easing of the government restrictions are believed to have helped foster a return to economic growth, but may have contributed to current elevated inflationary pressures and may have that affect in the future. In addition, variants of the virus have emerged and additional variants may emerge in the future. Those variants may have negative impacts on public health, including possibly being more transmissible, including to people who have been otherwise immunized due to natural immunity as a result of being previously infected with COVID-19 or vaccination. Variants of COVID-19 could have similar or worse impacts on the economy and public health as previous versions of COVID-19.

To date, the COVID-19 pandemic has not had a significant adverse impact on our overall business as we have experienced overall positive operating margins are narrow.results. However, during the COVID-19 pandemic, we implemented temporary measures that impacted our business, including closing most of our FSRs and furloughing staff, and we may be required to do so again in response to restrictions imposed by various governmental entities. Additionally, we have incurred additional costs in response to the COVID-19 pandemic, including for enhancing cleaning and sanitizing, personal protective equipment for staff and increased compensation for certain staff during the pandemic. Further, the COVID-19 pandemic has caused supply chain challenges in the global economy, which has impacted the U.S. economy. The challenges have resulted, at times, in reduced availability of goods and inflation. If these challenges continue, or if governments take actions in response to these challenges, such as increasing interest rates, the economy could experience negative consequences, including slowed economic growth or an economic downturn, which could negatively impact our business and operations.

The ultimate adverse impact of the COVID-19 pandemic or a similar health crisis is highly uncertain. We do not yet know the full extent of potential impacts on our business and operations. While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak or any other widespread epidemics will not occur, or that the global economy will recover and not experience future downturns as a result, any of which could materially harm our business. The COVID-19 pandemic presents material uncertainty and risk with respect to our business, operating results, financial condition
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and cash flows. Moreover, many risk factors set forth in this section should be interpreted as heightened risks as a result of the potential impact of the COVID-19 pandemic.

Our net operating margins aremargin is low.
Our net operating margin is 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 competitionand related shifts in sales mix could cause our operating margins to narrow further and we mayus to 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 motor vehicle engine fuel efficiency, of motor vehicle engines and use of other fuel conservation practices and adoption of alternative fuels or energy sources may adversely impact our business.
An important part of our business is the sale of motor fuel. Truck and other vehicle manufacturers and our trucking and motorist customers continue to be focusedfocus on technological innovationsways to improve motor vehicle fuel efficiency and conserve fuel. The developmentfuel, including use of new technologies, such as truck platooning, (theor the electronic linking of trucks with a lead vehicle),vehicle, heat and kinetic energy recovery technologies, and substantially lighter "super trucks"“super trucks” and higher efficiency motor fuels could result in significant increases in fuel efficiency.fuels. In addition, advances in alternative fuel technologies and energy sources, such as electric motor technologies which propel a vehicle without an engine, resulting in lack of demand for diesel fuel. Other technologies becoming commercially available include hybrid electric-diesel/gasoline engines and hydrogen powered vehicles which may lead to their greater adoption by the trucking industry and other motorists. Government regulation may further 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.fuels or energy sources. If our trucking or other customers purchase less motor fuel because their trucks or other vehicles operate more fuel efficiently or use alternative fuels or energy sources, our financial results willmay decline and we may incur losses unless we are able to sufficiently offset the declines by selling substitute orproviding alternative fuels and 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.declines materially.

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. If customers require fewer stops to refuel due to the technological innovations described above or driverless motor vehicle technologies result in fewer individual drivers on the U.S. interstate highways, our customer traffic and sales of nonfuel products may decline. Such reductions may materially and adversely affect our sales and our business.

Fuel price increases and fuel price volatility could negatively affect our business.
Fuel prices have historically been volatile, and have increased significantly since mid-2020. 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 many of our customers implementing measures to conserve fuel, including purchasing trucks that have more fuel efficient engines, employing alternative fuel or other technologies, lowering maximum driving speeds and employing 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 volume. Third, higher fuel prices may result in less disposable income for our customers to purchase our nonfuel products and services. Fourth, higher and more volatile fuel commodity prices increase the working capital needed to maintain our fuel inventory and receivables, which increases our costs of doing business, and, depending on the relationship of supply and demand constraints, higher fuel commodity price volatility could negatively impact our fuel margins. Further, increases in fuel prices may place us at a cost disadvantage to our competitors that may have larger fuel inventory or are able to realize greater fuel volume purchasing discounts or execute forward contracts during periods of lower fuel prices. If fuel commodity prices or fuel price volatility increase, our financial results may worsen.

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 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, by national or international conditions, such as government rationing, strategic decisions by major oil producing nations and cartels, acts of terrorism or wars, or by cybersecurity attacks, such as the ransomware attack on the Colonial Pipeline in 2021. Our fuel suppliers may fail to provide us with fuel due to these or other
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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.
Limited competition among third party fuel card companies could adversely affect our business.
Limited competition in the fuel card industry and the increasing dependence of trucking companies on their fuel card providers could adversely affect our business. Most of our trucking customers use fuel cards issued by third party fuel card companies to purchase fuel from us. The fuel card industry has only two significant participants, Comdata and WEX, and we cannot easily substitute an alternative fuel card for trucking companies to use to acquire fuel at our locations. We believe almost all trucking companies use only a single fuel card provider with which they have a direct negotiated contractual relationship and trucking companies 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. 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. Our agreements with Comdata and WEX may be terminated in certain circumstances and we may not be able to renew our agreements or enter into 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 we are required to pay increased fees to Comdata or WEX under any renewed or new agreement we may enter with them, 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.
Our financial results are affected by U.S. trucking industry economic conditions.
The trucking industry is the primary customer for our goodsproducts 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 usually declines, and in turn demand for our products and services typically declines, which could significantly harm our results of operations and financial condition.
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 from us or our largest competitors at travel centers and truck stops that are located at or near interstate highway exits from us or our largest competitors.exits. Based on the number of locations, we, Pilot and Love'sLove’s are theour largest companies in the travel center industry. These competitorscompetitors. They may have greater financial and other resources than we do, which may facilitate their ability to compete more effectively. Additionally, certain of our competitors have a more vertically integrated fuel purchasing and distribution system than we do which could also 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,in recent years, both of our principal competitors, Pilot and Love's,Love’s, added significantly more travel centers to their networks than we added to our network, and in some cases, competition from their new sites added by Pilot and Love's hasmay have 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,Love’s 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. We also compete on the basis of obtaining qualified personnel. For instance, the entire truck repair and maintenance service industry faces challenges related to recruiting and training technicians, which amplifies these competitive pressures and has impacted our ability to grow.

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-unit, multi market, fast casual restaurant concepts, some of which are expanding nationally. These competitors may have, among other things, more attractive national brands, lower operating costs, better locations, facilities or management, more effective marketing and more efficient operations.
Any
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The inability to successfully compete effectively willcould reduce customer traffic and sales at our locations and may prevent us from sustaining or increasing our revenue or improving our profitability.
We are dependent upon certain customers for a significant portion of our truck service revenue, and the loss of, or significant reduction in services to, these customers would adversely affect our results of operations.
In truck service, we have concentrations of revenue with certain large customers, although no single customer represents more than 10% of our consolidated total revenues. We expect customer concentrations in truck services to continue for the foreseeable future. The loss of large customers or a significant reduction in sales to them could adversely affect our business, financial condition and results of operations.

Government and market actions in response to concerns about climate change may decrease demand for diesel fuel and require us to make significant changes to our business and to make significant capital or other expenditures.

Governmental actions, including legislation, regulations, treaties and commitments, such as those seeking to reduce greenhouse gas emissions, and market actions in response to concerns about climate change may decrease the demand for our major product, diesel fuel, and may require us to make significant capital or other expenditures related to alternative energy distribution or other changing fuel conservation practices. Federal and state governments require manufacturers to limit emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency’s, or the EPA’s, gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel. Further, legislative and regulatory initiatives requiring increased truck fuel efficiency have accelerated in the United States and these mandates have and may continue to result in decreased demand for diesel fuel. For example, in August 2021 the EPA and the National Highway Traffic Safety Administration proposed new rules intended to phase in more stringent fuel efficiency standards for passenger cars and light duty trucks and indicated their intent to develop new fuel efficiency standards for medium and heavy duty trucks. In addition, the California Air Resources Board and other similar state government agencies routinely consider rulemaking activity the purpose of which is to improve fuel efficiency and limit pollution from vehicles. Moreover, market concerns regarding climate change may result in decreased demand for fossil fuels and increased adoption of higher efficiency fuel technologies and alternative energy sources. Regulations that limit, or market demands to reduce, carbon emissions may cause our costs at our locations to significantly increase, make some of our locations obsolete or competitively disadvantaged, or require us to make material investments in our properties. For example, we have installed electric charging capacity at certain of our travel centers and expect to install them at additional travel centers and we are also evaluating hydrogen dispensing as another alternative fuel offering at certain of our travel centers.

Our storage and dispensing of petroleum products, waste and other hazardous substances create the potential for environmental damage, and compliance with environmental laws is often expensive.
Our business is subject to laws relating to the protection of the environment. The locations 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 third parties 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 SVC, we generally have agreed to indemnify SVC from environmental liabilities it may incur arising at any of the properties we lease from SVC. Although we maintain insurance policies that 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.

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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.
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 SVC 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 SVC and the interest payable on our senior notes do not.debt will not nor may certain of our other fixed costs be easily or practically reduced. 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 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, lower maximum driving speeds and employ 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 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.
Limited competition among third party fuel card companies 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. 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. Limited competition in the fuel card industry 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, 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.
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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 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 to invest in our locations and to fund acquisitions and investments that we believe are important to expand our business and maintain our competitiveness and to raise such capital at costs that are less than our returns on that capital. All of our travel centers 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 SVC purchase future renovations, improvements and equipment at the properties that we lease from SVC, SVC is not obligated to purchase any amounts and such purchases only relate to improvements to facilities we lease from SVC and not to facilities that we own or lease from others or to general business improvements, such as improvements to our 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 capital 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 locations 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 SVC, we generally have agreed to indemnify SVC from environmental liabilities it may incur arising at any of the properties we lease from 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 volume 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 business may be adversely impacted by a material increase in interest rates, including changes resulting from the phase out of LIBOR, and adverse changes in fiscal policy or credit market conditions.

The U.S. federal government’s fiscal policies and economic stimulus actions may create uncertainty in the financial markets and cause volatility in interest rates, which could impact business and consumer behavior. Interest rates have been at historically low levels for a sustained period. However, in January 2022, the U.S. Federal Reserve projected that it will increase the federal funds rates in 2022 and take other actions in response to inflation rates. 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, or anticipated increases, may have a material adverse effect on our business. In addition, LIBOR was recently phased out for new contracts and will be replaced for pre-existing contracts by June 30, 2023. The interest rates under certain of our credit agreements are based on LIBOR. We currently expect that the determination of interest under certain of our credit agreements would be based on the alternative rates provided under those credit agreements 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 certain that, when LIBOR is transitioned, the changes to the determination of interest under our credit agreements 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.

Our credit agreements impose restrictive covenants on us, and a default under the agreements relating to those credit agreements or under our indenture governing our Senior Notes could have a material adverse effect on our business and financial condition.
Our Credit Facility and Term Loan Facility agreements require us and our subsidiaries, among other obligations, to maintain specified financial ratios under certain circumstances and to satisfy certain financial tests. In addition, our Credit Facility and Term Loan Facility agreements restrict, under certain circumstances, 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 our 2028 Senior Notes, our 2029 Senior Notes and our 2030 Senior Notes, which we refer to collectively as our Senior Notes. Under certain circumstances, we are required to seek permission from the lenders under our Credit Facility and Term Loan Facility agreements 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 and Term Loan Facility agreements, 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
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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 and Term Loan Facility agreements or indenture would also constitute a default under the SVC Leases due to cross default provisions in the SVC 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.

Our use of joint ventures may limit our flexibility with jointly owned investments.
We are party to a joint venturesventure with an unrelated third partiesparty 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. In addition, we may choose to exit any joint venture arrangement we are party to. 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, as well as certain franchisee services and functions.information. We purchase some of the IT systems we use from vendors on whom our IT systems materially depend and we may also internally develop some of our IT systems. We rely on commercially available and proprietary IT systems, software, tools and monitoring to maintain and enhance the operational functioning of our IT systems and 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, 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 operational functioning and security of the IT systems we use and the data processed and maintained in them, it is possible that we could have a failure, disruption and loss of data and our operational and 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.cyberattack. 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'sprovider’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 payment card companies or regulatory penalties, reduce our customers'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,cyberattacks, data breaches and fraud and, if we do not adopt these new technologies by the deadlines set by the banks and payment card companies, those companies may not pay us for fraudulent transactions occurring at our locations with those companies'companies’ cards or may otherwise penalize us. Further, the failure

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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.regulations.
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, financial condition 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 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, inflationary pressures as well as passage of federal and state legislation, such as minimum wage increases and health insurance requirements, have increased our labor costs and we expect they willmay continue to do so.so and may further increase if, for example, legislation is enacted that further increases the minimum wage and health insurance requirements or other costs of our business. Certain aspects of our business require higher skilled personnel, such as truck service technicians. Hiring, training and maintaining higher skilled personnel can be costly, especially if turnover is high. Further, as we grow our business, particularly the aspects of our business that require higher skilled personnel, and during the COVID-19 pandemic, we have experienced difficulty with staffing those positions with qualified personnel and we may continue to do so. These staffing challenges have resulted in increased labor costs to attract and attempt to retain staff, particularly highhighly 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 higherhighly 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 Company is unable to attract, motivate
Supply chain challenges 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 Company to attract, motivate and retain key personnel or implement an appropriate succession plan could adversely impact our ability to successfully carry out our business strategy and retain other key personnel.
Changeschanges in U.S. trade policies could significantly reduce the volume of imported goods into the United States and other movement of goods in the United States, which may materially reduce truck freight volume in the United States and our sales.

The Administration and members ofglobal economy, including the U.S. Congress have made public statements indicating possible significant changeseconomy, has experienced supply chain challenges during the COVID-19 pandemic, which has, at times, negatively impacted the flow of goods in U.S. trade policy and havethe United States. The federal government has from time to time taken certain actions that may impactimpacted U.S. trade, including entering into the United States-Mexico-Canada Agreement,trade agreements imposing tariffs on certain goods imported into the United States 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“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. Further, market reactions to concerns about supply chain challenges and dependability and geopolitical tensions could result in an increase of onshoring manufacturing and production to locations closer to where the products are consumed. If these consequences are realized, the volume of economic activity in the United States, including trucking freight volume and demand for our nonfuel products, 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 without adversely affecting demand, 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.
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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 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 surecertain 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 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. Similarly, 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 restaurantsFSRs 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 restaurantsFSRs 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 QSRs, full service restaurantsFSRs 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 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.us. The occurrence of a similaran 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.
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. 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 other motor vehicles and, as a result, in our business. We or franchisees of our travel centers may in the future 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. 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.

Third party expectations relating to ESGfactors may impose additional costs and expose us and our clients to new risks.
There is an increasing focus from certain investors and certain of our customers, employees, and other stakeholders concerning corporate responsibility, specifically related to ESG factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us, or otherwise do business with us, if they believe our or their policies relating to corporate responsibility are inadequate. Third party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. Alternatively, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third party provider, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. If we fail to satisfy the expectations of investors and our customers, employees and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be adversely affected and our revenues, results of operations and ability to grow our business may be negatively impacted.

Labor disputes or other events may arise that restrict, reduce or otherwise negatively impact the movement of goods by trucks in the United States.

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 that slowed the loading and unloading of goods at those ports. A large percentage of the goods that 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 adversely affect our business and our ability to operate profitable travel centers.

We may be unable to utilize our net operating loss and tax credit carryforwards.

Net operating losses and other carryforwards are subject to limitations under the U.S. Internal Revenue Code of 1986, as amended, or the Code. For instance, carryforwards of net operating losses arising in taxable years beginning after 2020 generally will be able to offset no more than 80% of taxable income for tax years beginning after 2020. Moreover, net operating losses arising in taxable years prior to 2018 and various tax credits may only be carried forward for a limited number of years. These and other limitations could delay our ability to utilize our existing net operating loss and tax credit carryforwards, and could even cause some of these tax attributes to expire before they are used.
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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 governing documents impose restrictions on the transfer and ownership of our shares of common stock that are intended to help us preserve the tax treatment of our net operating loss and tax credit carryforwards; however, we cannot be certain that these restrictions will be effective. Please 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.”

Risks Related to Our Growth Strategies

We are in the process of executing new and expanded 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 as TA Express, and, as of December 31, 2021, we have converted and opened 25 travel centers under this brand name, and we plan to expand our travel center business, including the TA Express brand, through franchising, development and acquisition opportunities. We also continue to grow our truck service business, particularly within our TA Truck Service Emergency Roadside Assistance®, TA Truck Service Mobile Maintenance® and Commercial Tire Dealer Network™ programs. In addition, as of December 31, 2021, we had entered into franchise agreements covering 59 travel centers under our travel center brand names. In October 2019, we entered into a multi unit franchise agreement with IHOP in which we agreed to rebrand and convert certain of our FSRs to IHOP restaurants over five years. In addition, in 2021 we formed a new division, eTA, to develop and market alternative energy and sustainable resources. Also, during 2021, we announced our desire to acquire existing travel centers to expand our network of travel centers. These new and expanded business strategies will take time to execute and require additional investment and, as a result of the COVID-19 pandemic, we were required to delay or modify certain of our initiatives. While we believe the pursuit of these business strategies will have a positive effect on our business in the long term, we cannot be certain that they will.

Our growth strategies and our locations require regular and substantial capital investment.
Our travel centers 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 SVC purchase future renovations, improvements and equipment at the properties that we lease from SVC, SVC is not obligated to purchase any amounts and such purchases only relate to improvements to facilities we lease from SVC and not to facilities that we own or lease from others or to general business improvements, such as improvements to our IT systems.

In the near-term, we believe we have sufficient cash and borrowing capacity to fund our planned capital investments. In the future however, we may be unable to obtain capital to fund our capital investments. If we are unable to raise capital at costs that are less than our returns on that capital, our businesses and profits may decline and our growth strategies may fail. Further, if we defer or forgo maintenance expenditures, our properties’ competitiveness would likely be harmed and we may need to make larger capital expenditures in the future. In addition, due to supply chain and labor availability concerns, we have been delayed in completing certain capital projects and these conditions could result in continued delays, increased costs or a reduction in our capital projects.

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 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. 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, 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
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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 pose greater risk 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.

Territorial restrictions placed on us by our leases with SVC and our franchise agreements with our franchisees could impair our ability to grow our business.
Under our leases with SVC, without the consent of 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 SVC is located. Additionally, under our leases with SVC, we have granted SVC 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.
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We may be unable to utilize our net operating loss and tax credit carryforwards.
Net operating losses and other carryforwards are subject to limitations under the U.S. Internal Revenue Code of 1986, as amended, or the Code. 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, net operating losses arising in taxable years prior to 2018 and various tax credits may only be carried forward 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, 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 governing documents impose restrictions on the transfer and ownership of our shares of common stock in order to help us preserve the tax treatment that would adversely affect our ability to utilize our net operating loss and tax credit 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".
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 Growth Strategies
We are in the process of executing new and expanded 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 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 SVC, RMR and others related to them may create conflicts of interest, or the perception of such conflicts, and may restrict our ability to grow our business.
We have significant commercial and other relationships with SVC, RMR and others related to them, including:
•Wewe lease a large majority of our travel centers from SVC and our business is substantially dependent upon our relationship with SVC.SVC;
•SVC is our second largest stockholder, owning 0.71.2 million, or approximately 8.2%8.0%, of our outstanding shares of common stock as of December 31, 2019.2021;
•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 SVC.SVC;
•Thethe 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%1.1% of SVC's outstanding common shares as of December 31, 2019,2021, is a managing director and an officer and, as the sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc. and is an officer and employee of RMR. The RMR Group Inc. is the managing member of RMR and RMR is the majoritymajority-owned operating subsidiary of The RMR Group Inc.;
•Asas of December 31, 2019,2021, RMR owned 0.30.7 million, or approximately 3.6%4.4%, of our outstanding shares of common stock.stock;
•Ourour other Managing Director and Chief Executive Officer, Jonathan M. Pertchik, is an Executive Vice President of RMR.RMR;
•Barry A. Richards, our President and Chief Operating Officer, William E. Myers,Peter J. Crage, 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.RMR;
•Adam D. Portnoy and allmost of our Independent Directors are members of the boards of trustees or boards of directors of other public companies to which RMR or its subsidiaries provide management services.services; and
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•Inin the event of conflicts between us and RMR, any affiliate of RMR or any publicly owned entity with which RMR has a relationship, including SVC, our business management agreement allows RMR to act on its own behalf and on behalf of SVC or such other entity rather than on our behalf.
In an agreement with SVC entered in 2007 in connection with our spin off from SVC and in our SVC Leases, we granted SVC a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center with another party. Under the 2007 agreement, we also granted SVC 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 SVC Leases, without the consent of 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 SVC 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 SVC'sSVC’s ability to qualify as a real estate investment trust, or REIT. For more information regarding our transactions,leases and leasesrelationship with SVC, see Notes 3, 98 and 1413 to the Consolidated Financial Statements included in Part IV, Item 1515. 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, SVC, RMR and others related to them. As a result of these relationships, our leases with SVC, management agreement with RMR and other transactions with SVC, RMR and others related to them were not negotiated on an arm'sarm’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'sarm’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'scompany’s securities, dissident stockholder director nominations, dissident stockholder proposals and stockholder 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 perception of conflicts of interest, could result in substantial costs and diversion of our management'smanagement’s attention and could have a material adverse impact on our reputation, business and the market price of our shares of common stock and other securities.

The substantial majority of the travel centers that we operate are owned by SVC and our business is substantially dependent on our relationship with SVC. In addition, we have significant commercial arrangements with RMR and we are dependent on those arrangements in operating our business.
Of the 261276 travel centers we operate, 179, or 69%65%, are owned by SVC and, as a result, our business is substantially dependent on our relationship with SVC. We lease these travel centers pursuant to five long term leases with SVC. SVC may terminate our leases in certain circumstances, including if SVC does not receive annual minimum rent on the subject properties or for certain other events of default. Our business is substantially dependent upon our continued relationship with SVC. The loss of our leases with 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 charter, bylaws and certain material agreements may deter, delay or prevent a change in our control or unsolicited acquisition proposals.
Our charter, or our Articles, and amended and restated bylaws, or bylaws, contain provisions that prohibit any stockholder from owning more than 5% (in value or in number of shares, whichever is more restrictive) of any class or series of our outstanding shares of capital stock, including our common stock. The ownership limitation in our Articles and bylaws helps facilitate our compliance with our contractual obligations with SVC to not take actions that may conflict with SVC'sSVC’s status as a REIT under the Code 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. However, these provisions may also inhibit acquisitions of a significant stake in us and may deter, delay or prevent a change in control of us or unsolicited acquisition proposals that a stockholder may consider favorable.

Additionally, other provisions contained in our Articles 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 stockholder may consider favorable, including, for example, provisions relating to:

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•the division of our Board of Directors into three classes, with the term of one class expiring at each annual meeting of stockholders;
•the authority of our Board of Directors, and not our stockholders, to adopt, amend or repeal our bylaws and to fill vacancies on the Board of Directors;
•limitations on the ability of stockholders to cause a special meeting of stockholders to be held and a prohibition on stockholders acting by written consent unless the consent is a unanimous consent of all our stockholders 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” and other Directors be “Independent Directors,” as defined in the governing documents;
•the power of our Board of Directors, without 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 stockholders to propose nominees for election as Directors and propose other business to be considered at a meeting of stockholders;
•a requirement that an individual Director may be removed only for cause (as defined in our Articles) and then only by the affirmative vote of stockholders entitled to cast 75% of the votes entitled to be cast in the election of directors;
•a requirement that any matter that is not approved by our Board of Directors receive the affirmative vote of stockholders entitled to cast 75% of the votes entitled to be cast on the matter;
•restrictions on business combinations between us and an interested stockholder that have not first been approved by our Board of Directors (including a majority of Directors not related to the interested stockholder);
•requirements that stockholders comply with regulatory requirements (including Illinois, Louisiana, Montana, Nevada and Pennsylvania gaming) affecting us, which could effectively limit stock ownership of us including, in some cases, to 5% of our outstanding 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 laws applicable to our business.
In addition, the SVC Leases and our business management agreement with RMR and our credit agreement for our $200.0 million secured 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 SVC or RMR, respectively. Also, a change in control under our Credit Agreement or the lendersour $200.0 million Term Loan Facility would be deemed to occur if, among other reasons, RMR ceased to provide management services to us, and would constitute an event of default thereunder and under our Credit Facility respectively. In addition,and the lenders could accelerate the loans under our Credit Facility and our Term Loan Facility. Our obligation to repay deferred rent then outstanding under our amended leases with SVC may also be accelerated if, among other things, a Director not nominated or elected by the then members of our Board of Directors is elected to our Board of Directors or if our stockholders 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 stockholders 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.
As changes occur in the marketplace for corporate governance policies, the above provisions may change or be removed, or new ones may be added.
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 Pennsylvania 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 vary by jurisdiction:
•stockholders 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 licenses are subject to prior investigation by and approval from the relevant gaming authorities;
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•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.
The gaming 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 stockholders to take action against our Directors, officers, SVC and RMR are limited.
Our governing documents limit the liability of our Directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our Directors and officers 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;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.

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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 SVC and RMR for losses they may incur arising from claims or actions in which any of them may be involved in connection with any act or omission by such person or entity on behalf of or 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 an 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. We have entered into individual indemnification agreements with our Directors and officers, which provide similar indemnification obligations with respect to such persons. As a result, we and our stockholders may have more limited rights against our present and former Directors and officers, SVC, RMR, and the respective trustees, directors and officers of SVC and RMR than might otherwise exist absent the provisions in our Articles and our indemnification agreements or that might exist with other companies, which could limit our stockholders'stockholders’ recourse in the event of actions not in our stockholders'stockholders’ best interest.
Stockholder litigation against us or our Directors, officers, manager, other agents or employees may be referred to mandatory arbitration proceedings, which follow different procedures than in-court litigation and may be more restrictive to stockholders asserting claims than in-court litigation.
Our stockholders agree, by virtue of becoming stockholders, that they are bound by our governing documents, including the arbitration provisions of our bylaws and Articles, as they may be amended from time to time. Our governing documents provide that certain actions by one or more of our stockholders against us or any of our Directors, officers, manager, other agents or employees, including RMR and its successors, other than any request for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of our governing documents, will be referred to mandatory, binding and final arbitration 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 stockholders would not be able to pursue litigation in state or federal court against us 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, manager, 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 these 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 arbitrators may have different qualifications or experiences than judges. In addition, although our governing documents'documents’ arbitration provisions contemplate that arbitration may be brought 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, including attorneys'attorneys’ fees, and that the arbitrators may not render an award that includes shifting of such costs or, in a derivative or class proceeding,
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award any portion of our award to any stockholder or such stockholder'sstockholder’s attorneys. The arbitration provisions of our governing documents may discourage our stockholders from bringing, and attorneys from agreeing to represent our stockholders wishing to 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 ultimately be determined to be unenforceable.

By agreeing to the arbitration provisions of our governing documents, stockholders will not be deemed to have waived compliance by us with federal securities laws and the rules and regulations thereunder.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a judicial forum they deem favorable for disputes with us or our Directors, officers, manager, agents or employees.
33Our bylaws currently provide that, unless the dispute has been referred to binding arbitration, the Circuit Court for Baltimore City, Maryland will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim for breach of a fiduciary duty owed by any Director, officer, manager, agent or employee of ours to us or our stockholders; (iii) any action asserting a claim against us or any Director, officer, manager, agent or employee of ours arising pursuant to Maryland law, our charter or bylaws brought by or on behalf of a stockholder, either on his, her or its own behalf, on our behalf or on behalf of any series or class of shares of stock of ours or by stockholders against us or any Director, officer, agent, or employee of ours, or our manager, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of the charter or bylaws or (iv) any action asserting a claim against us or any Director, officer, agent, employee, or manager of ours that is governed by the internal affairs doctrine. Our bylaws currently also provide that the Circuit Court for Baltimore City, Maryland will be the sole and exclusive forum for any dispute, or portion thereof, regarding the meaning, interpretation or validity of any provision of our charter or bylaws. The exclusive forum provision of our bylaws does not apply to any action for which the Circuit Court for Baltimore City, Maryland does not have jurisdiction or to a dispute that has been referred to binding arbitration in accordance with our bylaws. The exclusive forum provision of our bylaws does not establish exclusive jurisdiction in the Circuit Court for Baltimore City, Maryland for claims that arise under the Securities Act of 1933, as amended, the Exchange Act or other federal securities laws if there is exclusive or concurrent jurisdiction in the federal courts. Any person or entity purchasing or otherwise acquiring or holding any interest in our common shares shall be deemed to have notice of and to have consented to these provisions of our bylaws, as they may be amended from time to time. The arbitration and exclusive forum provisions of our bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our Directors, officers, agents, employees, or our manager, which may discourage lawsuits against us and our Directors, officers, agents, employees or our manager.
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Risks Related to Our Securities
Our capital 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 capital stock has experienced significant share price and trading volatility, which may continue. The market price of our 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 capital stock, which may experience increased illiquidity as a result of the reverse stock split;stock;
•our historic policy to not pay cash dividends;
•changes in our operating results;
•issuances of additional shares of capital stock and sales of our capital stock by holders of large blocks of our capital stock, such as SVC, RMR or our Directors or officers;
•a lack oflimited analyst coverage, changes in analysts' expectations and unfavorable research reports; and
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•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'scompany’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'smanagement’s attention and resources.

Recently, global and U.S. financial markets have experienced heightened volatility, including as a result of uncertainty regarding the impact of the COVID-19 pandemic, inflation, supply chain challenges, market interest rates and 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 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
•an increase in market interest rates and other factors could result in a decrease in the value of the Senior Notes.

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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 SVC Leases due to cross default provisions in the SVC 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.

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Item 2. Properties
The table below summarizes information about the properties we operate by state, informationbrand and ownership as of December 31, 2019, regarding branding and ownership of the properties we operate2021, and excludes properties operated by franchisees. Information for the locations our franchisees operate is included under the heading "Relationships with Franchisees" in Item 11. of this Annual Report.
 Brand Affiliation:Ownership of Sites by:
 TATA
Express		Petro
Others(1)
TotalTASVCJoint
Venture
Others(2)
Alabama3 — 3 1 7 2 4 — 1 
Arizona5 — 2 — 7 — 7 — — 
Arkansas2 — 2 — 4 — 4 — — 
California9 — 4 1 14 1 10 3 — 
Colorado3 3 1 — 7 4 3 — — 
Connecticut2 1 — — 3 — 3 — — 
Florida5 1 1 — 7 — 7 — — 
Georgia7 — 3 1 11 2 8 — 1 
Idaho1 — — — 1 — 1 — — 
Illinois7 — 3 — 10 — 10 — — 
Indiana7 — 6 — 13 5 8 — — 
Iowa2 — — — 2 1 1 — — 
Kansas1 — 1 — 2 1 1 — — 
Kentucky2 — 1 1 4 1 3 — — 
Louisiana4 — 3 — 7 1 6 — — 
Maryland3 — — — 3 — 3 — — 
Michigan6 — — — 6 2 4 — — 
Minnesota1 — — — 1 1 — — — 
Mississippi1 — 1 — 2 — 1 — 1 
Missouri4 — 1 — 5 1 4 — — 
Montana2 — — — 2 2 — — — 
Nebraska2 — 1 — 3 — 3 — — 
Nevada3 — 3 — 6 1 5 — — 
New Hampshire1 — — — 1 — 1 — — 
New Jersey3 — 1 — 4 1 3 — — 
New Mexico5 — 2 — 7 — 6 — 1 
New York5 — 1 — 6 1 5 — — 
North Carolina3 — 1 — 4 1 3 — — 
North Dakota— 1 — — 1 1 — — — 
Ohio9 — 4 1 14 1 13 — — 
Oklahoma3 — 1 — 4 1 3 — — 
Oregon2 — 1 — 3 1 2 — — 
Pennsylvania8 — 2 — 10 1 9 — — 
Rhode Island1 — — — 1 1 — — — 
South Carolina4 — 2 — 6 2 4 — — 
Tennessee7 — 2 — 9 3 6 — — 
Texas14 1 7 — 22 7 15 — — 
Utah1 1 — — 2 — 2 — — 
Virginia3 — — — 3 — 3 — — 
Washington1 — 1 — 2 — 2 — — 
West Virginia2 — — — 2 1 1 — — 
Wisconsin2 — 1 — 3 2 1 — — 
Wyoming3 — 1 — 4 — 4 — — 
Ontario, Canada1 — — — 1 1 — — — 
Total160 8 63 5 236 50 179 3 4 
 Brand Affiliation:Ownership of Sites by:
 TATA
Express		PetroQSL
Others(1)
TotalTASVCJoint
Venture
Others(2)
Alabama3  —  3  —  —  6  2  4  —  —  
Arizona5  —  2  —  —  7  —  7  —  —  
Arkansas2  —  2  —  —  4  —  4  —  —  
California9  —  4  —  1  14  1  10  3  —  
Colorado3  3  1  —  —  7  4  3  —  —  
Connecticut2  1  —  —  —  3  —  3  —  —  
Florida5  1  1  —  —  7  —  7  —  —  
Georgia7  —  3  —  1  11  2  8  —  1  
Idaho1  —  —  —  —  1  —  1  —  —  
Illinois7  —  3  —  —  10  —  10  —  —  
Indiana7  —  6  1  —  14  6  8  —  —  
Iowa2  —  —  —  —  2  1  1  —  —  
Kansas1  —  1  —  —  2  1  1  —  —  
Kentucky2  —  1  —  1  4  1  3  —  —  
Louisiana4  —  3  —  —  7  1  6  —  —  
Maryland3  —  —  —  —  3  —  3  —  —  
Michigan6  —  —  —  —  6  2  4  —  —  
Minnesota1  —  —  —  —  1  1  —  —  —  
Mississippi1  —  1  —  —  2  —  1  —  1  
Missouri4  —  1  —  —  5  1  4  —  —  
Montana2  —  —  —  —  2  2  —  —  —  
Nebraska2  —  1  —  —  3  —  3  —  —  
Nevada3  —  3  —  —  6  1  5  —  —  
New Hampshire1  —  —  —  —  1  —  1  —  —  
New Jersey3  —  1  —  —  4  1  3  —  —  
New Mexico5  —  2  —  —  7  —  6  —  1  
New York5  —  1  —  —  6  1  5  —  —  
North Carolina3  —  1  —  —  4  1  3  —  —  
North Dakota—  1  —  —  —  1  1  —  —  —  
Ohio9  —  4  8  1  22  3  13  —  6  
Oklahoma3  —  1  —  —  4  1  3  —  —  
Oregon2  —  1  —  —  3  1  2  —  —  
Pennsylvania8  —  2  4  —  14  4  9  —  1  
Rhode Island1  —  —  —  —  1  1  —  —  —  
South Carolina4  —  2  —  —  6  2  4  —  —  
Tennessee7  —  2  —  —  9  3  6  —  —  
Texas14  1  7  —  —  22  7  15  —  —  
Utah1  1  —  —  —  2  —  2  —  —  
Virginia3  —  —  1  —  4  —  3  —  1  
Washington1  —  1  —  —  2  —  2  —  —  
West Virginia2  —  —  1  —  3  1  1  —  1  
Wisconsin2  —  1  —  —  3  2  1  —  —  
Wyoming3  —  1  —  —  4  —  4  —  —  
Ontario, Canada1  —  —  —  —  1  1  —  —  —  
Total160  8  63  15  4  250  56  179  3  12  
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(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.

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Item 3. Legal Proceedings
The disclosure under the heading "Legal Proceedings" in Note 1514 to the Consolidated Financial Statements in Part IV, Item 1515. 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 Stockholder Matters and Issuer Purchases of Equity Securities
Market Information. Our shares of common stock are traded on The Nasdaq Stock Market LLC under the symbol "TA."
Holders. As of February 19, 2020,16, 2022, there were 800570 stockholders of record of our shares of common stock. We are unable to estimate the total number of stockholders represented by these record holders, including beneficial owners whose shares of common stock held in street name by brokers or other nominees, but we expect the number is significantly higher.
Dividends. We have never paid or declared any cash dividends on our shares of common 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 restrictsand Term Loan Facility restrict under certain circumstances our payment of cash dividends on our shares of common stock, unless certain requirements under the Credit Facility and Term Loan Facility are met, including that excess availability under our Credit Facility, as defined, is not less than 20.0% after any such payment, and our rent deferral agreement with SVC 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 stock 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. The equity compensation plan information set forth in Part III, Item 1212. of this Annual Report is incorporated by reference herein.
Recent Sales of Unregistered Securities. There were no sales of our unregistered securities by us during the fourth quarter of 2019.2021.
Issuer Purchases of Equity Securities. The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2019:2021:
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 2021— $— — $— 
November 2021— — — — 
December 202138,765 48.64 — — 
Total38,765 $48.64 $— $— 
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, 2019,2021, 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.

Item 6. Selected Financial Data
Not applicable.

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Item 6. [Reserved]
Not applicable.

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 statementsConsolidated Financial Statements and related notes included in Part IV, Item 1515. 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, 2019,2021, we operated or franchised 261276 travel centers, twothree standalone truck service facilities and 43one standalone restaurants.restaurant. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.
We manage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because it facilitatesthey facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.
COVID-19 Pandemic
In March 2020, the World Health Organization, declared the outbreak of COVID-19 a pandemic, and, in response to the outbreak, the U.S. Health and Human Services Secretary declared a public health emergency in the United States and many states and municipalities declared public health emergencies. Various governmental responses attempting to contain and mitigate the spread of the virus have negatively impacted, and continue to negatively impact, the global economy, including the U.S. economy.
We believe that our travel centers and the truck drivers that we serve are critical to sustaining a resilient supply chain to support essential services and daily commerce across the United States. To date during the COVID-19 pandemic, our business has benefited from an increased demand for e-commerce and from being recognized by various governmental authorities as a provider of services essential to businesses, which allowed us to continue operating our travel centers through the COVID-19 pandemic. We have taken various actions and have incurred additional costs in response to the pandemic to address its operating and financial impact and to protect the health and safety of our customers, employees and other persons who visit our travel centers and restaurants. However, if there is another economic downturn as a result of the continued impact of the pandemic, demand for the transporting of products across the United States by trucks may decline, possibly significantly. If that occurs, our business, results of operations and financial position may be adversely impacted.
The U.S. economic conditions have improved significantly in the United States from the low points experienced during the pandemic. Commercial activities in the United States rebounded and grew in part due to government spending on pandemic relief, infrastructure and other matters. This recent economic growth may have had some impact on our sales as during 2021 our diesel fuel sales volume increased 10.6% and total nonfuel revenues increased 11.4%, as compared to the prior year.
Government and market responses to the COVID-19 pandemic have caused supply chain and labor availability issues, which at times have resulted in reduced availability of goods and inflationary pressures; inflationary pressures have continued into 2022 and remain heightened. The ultimate adverse impact of the COVID-19 pandemic or a similar health crisis is highly uncertain. If these challenges continue, or if governments take further actions in response to these challenges, our business, results of operations and financial position may be negatively impacted. We are continuing to closely monitor the impact of the pandemic on all aspects of our business and intend to respond to developments accordingly.
For a discussion of and the risks relating to the COVID-19 pandemic and its aftermath on us and our business, see elsewhere in this Annual Report, including "Warning Concerning Forward-Looking Statements", Part I, Item 1. "Business" and Part I, Item 1A. "Risk Factors" in this Annual Report.


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Executive Summary of Financial Results

During the years ended December 31, 20192021 and 2018,2020, we hadgenerated income before income taxes and discontinued operations of $37,808$75,454 and a loss before income taxes and discontinued operations of $4,347,$21,082, respectively. The $96,536 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,$88,918, which primarily resulted from the $70,229 benefit from the federal biodiesel blenders' tax credit that was retroactively reinstatedincremental margin due to increases in nonfuel and fuel revenues, partially offset by increased labor costs driven by wage increases, overtime and COVID-19 related costs in truck services and restaurant employees who returned to work for 2018re-openings during 2021, 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;other increased operating expenses; and
•real estate rentdepreciation and amortization expense decreased $25,714,$31,282, which primarily asresulted from a result$13,715 impairment charge recognized in 2020 related to QSL, an $8,072 write off of the acquisitioncertain assets related to truck service programs that were canceled during 2020, an $834 write off of intangible assets associated with three franchised QSL standalone restaurants that closed during 2020, a $3,046 goodwill impairment charge recognized in January 20192020 with respect to our QSL business, a $6,574 property and equipment impairment charge recognized in 2020 with respect to our QSL business and an $834 write off of 20 travel centers from SVC, which we previously leased from SVC, which reducedintangible assets associated with three franchised QSL standalone restaurants that closed during 2020, minimally offset by a $650 impairment charge relating to our annual minimum rent.QSL business during 2021.
The factors noted above for the increase in our income (loss) before income taxes and discontinued operationsfactors were partially offset by the following factors:by:
•selling, general and administrative expense increased $17,529,$10,317, which was primarily resulted from the impact of increased incentive compensation expense, increases in consultant fees to assist with identifying and implementing cost reduction and other opportunities, increases in contract services due to a $12,947 increase in legal costsstaffing shortages resulting from $10,082 of reimbursed litigationthe current labor market and 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 oftransition to cloud-based technology solutions, partially offset by expenses related to the federal biodiesel blenders' tax creditsReorganization Plan and executive officer retirement and separation agreements 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 to2020; and
•interest expense, net increased $16,307, which primarily resulted from the year endedTerm Loan Facility (as defined below) that was funded in 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 fuel revenues and incomefuel gross margin are subject to fluctuations, sometimes material, changes as a result of market prices and the availability of, and demand for, diesel fuel and gasoline. These factors are subject to the worldwide petroleum products supply chain, which historically has experienced price and supply volatility as a result of, among other things, severe weather, terrorism, political crises, military actions and variations in demand 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,as well as other actions by governments regarding trade policies, may impact fuel prices, suchprices. Further, there have been reports of reduced investment in oil exploration and production as a result of concerns about decreased demand for oil in response to market and governmental factors, including increased demand for alternative energy sources in response to global climate change. These and other factors are believed to have contributed to recent increases in 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 purchasescost of oil from Iran.and other fossil energy sources.
Although there are several components that comprise and impact our fuel costs of goods sold, including the cost of fuel, freight and mix, the cost of fuel is the primary factor. Over the past several years there have been significant changes in the cost of fuel. During the year ended December 31, 2019,2021, fuel prices trended slightly upward, ending at a higher price than atincreasing 62.1% as compared to the startbeginning of the year.period. During the year ended December 31, 2018,2020, fuel prices trended steadily upward during the first half of 2018, but trended steadily downward, during the second half of 2018, ending at a 30.2% lower price than at the start of the year. The decrease in fuel prices for the year ended December 31, 2020, primarily resulted from a 52.7% decrease in March and April 2020 as a result of the sharp decrease in demand resulting from the COVID-19 pandemic and the related economic downturn. The average fuel price during the year ended December 31, 2019,2021, was 7.0% below59.6% above the average fuel price during the year ended December 31, 2018.2020, which resulted from the increase in demand as we began to emerge from the COVID-19 pandemic. We generally are able to pass changes in our cost for fuel products to our customers, but typically with a delay,timing differences associated with on-hand inventory, such that during periods of rising fuel commodity prices, fuel gross margin per gallon tends to be lowerhigher than it otherwise may have been and during periods of falling fuel commodity prices, fuel gross margin per gallon tends to be higherlower than it otherwise may have been. For example, steadily rising fuel prices typically improve short-term fuel margins due to the sell-through of lower cost inventory at current market prices. Increases in the prices we pay for fuel can have negative effects on our sales and profitability and increase our working capital requirements.
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Due to the volatility of our fuel costs and our methods of pricing fuel to our customers, we believe that fuel revenues are not a reliable metric for analyzing our results of operations from period to period. As a result solely of changes in fuel prices, our fuel revenues may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volume or in fuel gross margin.margin, as evidenced in 2021. We therefore consider fuel sales volume and fuel gross margin to be better measures of our performance.
We believe that demand for fuel by trucking companies and motorists for a constant level of miles driven will remain relatively unchanged in the near-term but could continue to decline over time because of technological innovations that improve fuel efficiency of motor vehicle engines, other fuel conservation practices and alternative fuels and technologies. Although we believe these factors, combined with competitive pressures, impact the level of fuel sales volume we realize, fuel sales volume increased both on a consolidated and same site basis during the year ended December 31, 2019,2021, as compared to the year ended December 31, 2018. We believe these2020. These increases primarily resulted from improved market conditions within the freight industry, traffic increases associated with the ongoing pandemic recovery and the success of our marketing initiatives.initiatives to increase our market share.

Factors Affecting Comparability
Lease AmendmentsCOVID-19 Pandemic
See our discussion regarding the COVID-19 pandemic 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 such that: (i) the 20 purchased travel centers were removed from the applicable leasesits impact on us and our annual minimum rent was reduced by $43,148; (ii) the termbusiness above.
Growth Strategies
Our Transformation Plan consists of each of the leases was extended by three years; (iii) the amount of the deferred 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 sitenumerous initiatives across our organization for the year ending December 31, 2019. These lease amendments are further describedpurpose of expanding our travel center network, improving and enhancing operational profitability and efficiency, and strengthening our financial position all in Note 9support of our core mission to return every traveler to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report.road better than they came.

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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 an 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 sale, the results of the convenience stores business are presented as discontinued operations for the year ended December 31, 2018, in our consolidated statements of operations and comprehensive income (loss). See Note 4 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our discontinued operations.
Federal 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 2019, 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 travel centers we acquire or develop generally require a three year period after they open under our operation, and any related renovations are completed, to reach our expected stabilized financial results.
Since the beginning of 2018, we acquired the operations of three travel centers from franchisees, one that owned the site and two that previously leased the sites from us, acquired a tire retread facility and opened a standalone truck service facility for a total investment (including the costs of initial improvements) of $20,346 as of December 31, 2019. These sites generated site level gross margin in excess of site level operating expense of $4,348 and $1,071 for the years ended December 31, 2019 and 2018, respectively. Prior to acquiring these sites, we collected rent and royalties from these franchisees of $2,179 for the year ended December 31, 2018.
Growth Strategies
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, 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 return on our investment of approximately 20%.
In 2019, we entered into franchise agreements covering 12for 59 travel centers to be operated under our travel center brand names; four of these franchised travel centers began operations under one of our travel center brands during 2019, two began operationsnames, including 26 new agreements 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.
In 2019, we entered into franchise agreements covering six standalone restaurants to be operated under our QSL brand name; three of these franchised restaurants2021. Four began operations during 2019, ten began operations during 2020 and five began operations during 2021, and we anticipateexpect the remaining three40 to open by the second quarter of 2024.
Our capital expenditures plan for 2022 is expected to be in the range of $175.0 million to $200.0 million and includes projects to enhance the guest experience through significant upgrades at our travel centers the expansion of restaurants will be addedand food offerings and improvements to our technology systems infrastructure. Approximately 75% of our capital expenditures in 2022 are focused on growth initiatives that we expect to meet or exceed our 15% to 20% cash on cash return hurdle.
Importantly, we are committed to embracing environmentally friendly sources of energy through our eTA division, which seeks to deliver sustainable and alternative energy to the marketplace by working with the public sector, private companies and customers to facilitate this initiative. Recent accomplishments include continued expansion of our biodiesel blending capabilities, increasing the availability of DEF at all diesel pumps nationwide and placement of electric vehicle charging stations. We believe our large, well-located sites may provide us with the opportunity to make both fossil and, eventually, non-fossil fuels available throughout our nationwide network by the end of the 2020 second quarter.sites.

Results of Operations
We currently havepresent our results of operations on a contract in place for the purchase of a parcel of land for $1,358 (expected to close by the end of the 2020 second quarter) on which we, or oneconsolidated basis. Currently all of our franchisees, plans to develop a TA Express travel center.company operated locations are same site locations with the exception of two standalone truck service facilities and one standalone restaurant. Same site operating results would not provide materially different information from our consolidated results and are not presented as part of this discussion and analysis.

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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 ASC 842. ASC 842 requires, among others things, a lessee to recognize 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 reduction of real estate rent expense. We also recognized operating lease assets of $1,785,866 and total operating lease liabilities of $1,996,957 as of January 1, 2019. See Notes 1 and 9 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about the impact of ASC 842.


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Results of Operations
As part of management's discussion and analysis of our 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 since the beginning of the earliest comparative period presented, except we do not include locations we operate that are owned by an unconsolidated joint venture in which we own a noncontrolling interest. Same site data also excludes revenues and expenses at locations not operated by us, such as rents and royalties from franchisees, and corporate level selling, general and administrative 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.
Consolidated Financial Results
The following table presents changes in our operating results for the year ended December 31, 2019,2021, as compared to the year ended December 31, 2018.2020.
Year Ended December 31,
20212020$ Change% Change
Revenues:
Fuel$5,374,695 $3,084,323 $2,290,372 74.3 %
Nonfuel1,946,732 1,747,418 199,314 11.4 %
Rent and royalties from franchisees15,417 14,296 1,121 7.8 %
Total revenues7,336,844 4,846,037 2,490,807 51.4 %
Gross margin:
Fuel392,792 333,352 59,440 17.8 %
Nonfuel1,175,440 1,062,027 113,413 10.7 %
Rent and royalties from franchisees15,417 14,296 1,121 7.8 %
Total gross margin1,583,649 1,409,675 173,974 12.3 %
Site level operating expense955,385 870,329 85,056 9.8 %
Selling, general and administrative expense155,355 145,038 10,317 7.1 %
Real estate rent expense255,627 255,743 (116)— %
Depreciation and amortization expense96,507 127,789 (31,282)(24.5)%
Other operating income, net(2,275)— (2,275)— %
Income from operations123,050 10,776 112,274 1,041.9 %
Interest expense, net46,786 30,479 16,307 53.5 %
Other expense, net810 1,379 (569)(41.3)%
Income (loss) before income taxes75,454 (21,082)96,536 457.9 %
(Provision) benefit for income taxes(17,263)6,178 (23,441)(379.4)%
Net income (loss)58,191 (14,904)73,095 490.4 %
Less: net loss for noncontrolling interest(333)(1,005)672 66.9 %
Net income (loss) attributable to
common stockholders
$58,524 $(13,899)$72,423 521.1 %
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 2019 in December 2019, and a $2,840 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 $23,251 benefit from the federal biodiesel blenders' tax credit that the U.S. government retroactively reinstated for 2017 in February 2018.
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Same Site Operating Results
The following table presents our same site operating results for the year ended December 31, 2019, as compared to the year ended December 31, 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 federal biodiesel blenders' tax credit that the U.S. government retroactively reinstated for 2017 in February 2018.
Year Ended December 31, 2019,2021, As Compared to Year Ended December 31, 20182020
Fuel Revenues. Fuel revenues for 2019 decreased2021 increased by $148,662,$2,290,372, or 3.4%74.3%, as compared to 2018.2020. The decreaseincrease in fuel revenues for 20192021 as compared to 20182020 was primarily due to a decreasean increase in market prices for fuel partially offset byand an increase in fuel sales volume. The table below presents the factors causing the changes in total fuel sales volume and revenues 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  
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Table See "Effects of ContentsFuel Prices and Supply and Demand Factors" for more information regarding the impact market prices for fuel has on our financial results.
Gallons SoldFuel Revenues
Results for the year ended December 31, 20202,076,024 $3,084,323 
Increase due to petroleum products price changes1,800,221 
Increase due to volume changes201,506 469,194 
Increase in wholesale fuel sales volume12,551 20,957 
Net change from prior year period214,057 2,290,372 
Results for the year ended December 31, 20212,290,081 $5,374,695 
Nonfuel Revenues. Nonfuel revenues for 20192021 increased by $35,806,$199,314, or 2.0%11.4%, as compared to 2018,2020, primarily as a result of a $24,190 increase on a same site basisincreases in our store and sales at new sites. The increase on a same site basis wasretail services, truck service, restaurants and diesel exhaust fluid revenues associated with the improvement in economic conditions in 2021 from the low points experienced during COVID-19 pandemic. These increases were primarily due to an increasethe comparison against the negative impact the COVID-19 pandemic had on nonfuel revenues for the year ended December 31, 2020, favorable product mix and additional sales from certain travel center restaurants that re-opened or are operating with expanded hours as compared to the pandemic conditions experienced in DEF sales as a result of newer trucks on the roadprior year, and operating efficiencies from the positive impact of certainprogress of our pricing and marketing initiatives in our stores and QSRs. These increases were partially offset by the impact of the planned closure and remodeling of certain full service restaurants.Transformation Plan.

Rent and Royalties from Franchisees Revenues. Rent and royalties from franchisees revenues for 2019 decreased2021 increased by $2,000,$1,121, or 12.4%7.8%, as compared to 2018,2020, primarily as a result of the purchase of threefranchised travel centers and one standalone restaurant from former franchisees and the closure of eight franchised standalone restaurantsthat began operations since the beginning of 2018,2020, partially offset by the fourelimination of royalties from franchised travel centers and three franchisedQSL standalone restaurants that began operations in 2019.2021 following the sale of our QSL business in April 2021.
Fuel Gross Margin. Fuel gross margin for 20192021 increased by $58,691,$59,440, or 18.3%17.8%, as compared to 2018,2020, primarily as a result of improved purchasing contracts, favorable market conditions, primarily in the $70,229 benefit recognized in 2019 in connection with the December 2019 reinstatement for 2018fourth quarter of 2021, 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 an increase in diesel fuel sales volume and 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.during the year ended December 31, 2021.
Nonfuel Gross Margin. Nonfuel gross margin for 20192021 increased by $19,853,$113,413, or 1.8%10.7%, as compared to 2018 primarily2020 due to anthe increase in DEF gross margin and improved gross margin at certain QSR concepts.nonfuel revenues as a result of the factors noted above. Nonfuel gross margin percentage for 20192021 declined slightly to 60.9%60.4% from 61.0%60.8% for 2018.2020.
Site Level Operating Expense. Site level operating expense for 20192021 increased by $29,080,$85,056, or 3.2%9.8%, as compared to 2018. On a same site basis, site level operating expense increased $22,157, or 2.4%,2020, primarily due to increased labor costs driven by wage increases, overtime and COVID-19 related costs in truck services and restaurant employees who returned to supportwork for re-openings during 2021, and other increased operating expenses, partially offset by cash bonuses we paid to certain employees in 2020 who continued to work at our growth in nonfuel revenues, as well as higher maintenance and property tax expenses.locations during the COVID-19 pandemic. Site level operating expense as a percentage of nonfuel revenues on a same sitedecreased 70 basis was 50.6%points to 49.1% for 2019 as compared2021 from 49.8% for 2020, primarily due to 50.1% for 2018. Thethe increase in this percentage primarily reflects higher nonlabor costs such as maintenance and property taxes; the ratio of labor costs to nonfuel revenues on a same site basis was consistent between 2019as business conditions improved and 2018.cost management.
Selling, General and Administrative Expense. Selling, general and administrative expense for 20192021 increased by $17,529,$10,317, or 12.7%7.1%, as compared to 2018. This increase was2020, which primarily resulted from the impact of increased incentive compensation expense, increases in consultant fees to assist with identifying and implementing cost reduction and other opportunities, increases in contract services due to a $12,947 increase in legal costs primarilystaffing shortages resulting from $10,082 of reimbursed litigationthe current labor market and costs collected from Comdatarelated to the transition to cloud-based technology solutions during 2018 and increased compensation expense as a result of annual salary increases and increased headcount to support the growth in our business. The increase was2021, partially offset by $3,571 of expenses related to anthe Reorganization Plan and executive officer retirement agreementand separation agreements recognized in 2018.the year ended 2020.

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Real Estate Rent Expense. Real estate rent expense for 20192021 decreased by $25,714, or 9.1%,$116, as compared to 2018. The decrease in real estate rent expense was2020, primarily the result of a $1,262 impairment charge recognized relating to our purchase of 20 travel centers from SVCoperating lease assets with respect to our QSL business during 2020, partially offset by an increase in January 2019, which reduced our annual minimumpercentage rent due to SVC partially offset by increases that resulted fromas a result of the increase in our salesnonfuel revenues during 2021 as compared to and lease back from, SVC of improvements at leased sites during 2018.2020.
Depreciation and Amortization Expense. Depreciation and amortization expense for 2019 increased2021 decreased by $17,081,$31,282, or 20.5%24.5%, as compared to 2018. This increase2020, which primarily resulted from a $13,715 impairment charge recognized in 2020 related to QSL, an increase, since the beginning$8,072 write off of 2018,certain assets related to truck service programs that were canceled during 2020, an $834 write off of intangible assets associated with three franchised QSL standalone restaurants that closed during 2020, a $3,046 goodwill impairment charge recognized in 2020 with respect to our amountQSL business, a $6,574 property and equipment impairment charge recognized in 2020 with respect to our QSL business and an $834 write off of depreciableintangible assets associated with three franchised QSL standalone restaurants that closed during 2020, minimally offset by a $650 impairment charge relating to our QSL business during 2021.
Interest Expense, Net. Interest expense, net for 2021 increased by $16,307 as compared to 2020, primarily as a result of the locations we acquired (primarily the 20 travel centers acquired from SVCTerm Loan Facility (as defined below) that was funded in January 2019) and other capital investments we completed (and did not subsequently sell to SVC) and $2,369 of impairment charges related to certain standalone restaurants in 2019.December 2020.
(Provision) Benefit for Income Taxes. We had a provisionProvision for income taxes for 2021 increased to $17,263 as compared to an income tax benefit of $4,339 in 2019 and a benefit$6,178 for income taxes of $1,574 for 2018. The change in our (provision) benefit for income taxes was2020, primarily due to pretax income from continuing operationsgenerated in 20192021 as compared to a pretax loss from continuing operations experienced in 2018. See2020. Please refer to Note 1110 to the Consolidated Financial Statements included in Part IV, Item 1515. of this Annual Report for more information about our income taxes.


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Liquidity and Capital Resources
Our principal liquidity requirements are to meet our operating and financing costs, which include contractual lease payments and required principal and interest payments on our debt, 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 (as defined below) with a current maximum availability of $200,000 subject to limits based on our qualified collateral;
•potential sales to SVC of improvements we make to the sites we lease from SVC;
•potential issuances of new debt and equity securities; and
•potential financing or selling of unencumbered real estate that we own.
We believe that the primary risks we currently face with respect to our operating cash flow are:
•continuing the potential negative impacts from the COVID-19 pandemic, including if the United States experiences a prolonged and significant decline in economic activity that reduces demand for our products and services;
•decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency, fuel conservation and alternative fuels and technologies;
•decreased demand for our products and services that we may experience as a result of competition or otherwise;
•the fixed nature of a significant portion of our expenses, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;
•the costs and funding that may be required to execute our growth initiatives;
•the possible inability of acquired or developed properties to generate the stabilized financial results we expected at the time of acquisition or development;
•inflationary pressures;
•increasing labor costs;
•labor availability;
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•increased cost inflation;of fleet card fees;
•increased costs for nonfuel products that we may not be able to pass through to our customers;
•increases in our cost of capital that may result if there is a returndue to increasing market interest rates;
•adverse impacts from the riskcurrent supply chain challenges;
•increased costs we may need to incur to operate our business in response to the COVID-19 pandemic, including enhancing sanitation and other preventative measures, sick pay and possible implementation of an economic slowdown a vaccine mandate and/or recession in the U.S. economy;testing protocols; and
•the negative impacts on our gross margins and working capital requirements if there were a returndue 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.
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 selectivelySelectively acquiring additional properties and businesses and developing new sites requires us to expend substantial capital for any such properties, businesses or developments. In addition, our properties are high traffic sites with many customers and large trucks entering and exiting our properties daily, requiring us to expend capital to maintain, repair and improve our properties. Although we had a cash balance of $17,206$536,002 at December 31, 2019,2021, and net cash provided by operating activities of $82,467$154,461 in 2019,2021, we cannot be sure that we will maintain sufficient amounts of cash, that we will generate future profits or positive cash flows or that we will be able to obtain additional financing, if and when it becomes necessary or desirable to pursue business opportunities. As of December 31, 2019, weWe believe we hadhave sufficient financial resources to fund operationsoperating and financing costs and required capital expenditures for greater than 12 months.
Proceeds from Sale of Convenience Stores Business
In December 2018, we sold our convenience stores business for an aggregate sale price of $330,609. This sale generated net cash proceeds of approximately $319,853 after transaction related costsOur Investment 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 AmendmentsFinancing Liquidity 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.Resources
Revolving Credit Facility
On July 19, 2019,December 14, 2020, we and certain of our subsidiaries entered into an amendment or the Amendment, to our Credit Facility. The Amendment, among other things: (i) extended the maturity ofAmended and Restated Loan and Security Agreement, or the Credit Facility, towith a group of commercial banks that matures on 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; (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.
2024. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount of this Credit Facility may be increased to $300,000. The Credit Facility may be used for general business purposes and allows for the issuance of letters of credit. Generally, no principal payments are due until maturity. Under the terms of the Credit Facility, interest is payable on outstanding borrowings at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At December 31, 2019,2021, based on our qualified collateral, a total of $111,017$104,703 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2019,2021, there were $7,900 ofno borrowings under the Credit Facility $31 of accrued interest and outstanding fees and $18,141$14,128 of letters of credit issued under that facility, which reduced the amount available for borrowing under the Credit Facility, leaving $84,945$90,575 available for our use as of that date. As of February 21, 2022, there were no borrowings outstanding under the Credit Facility and approximately $90,575 available under the Credit Facility for our use.
Senior NotesTerm Loan Facility
On October 5, 2015,December 14, 2020, we issuedentered into a $200,000 Term Loan Facility, or the Term Loan Facility, which is secured by a pledge of all the equity interests of substantially all of our wholly owned subsidiaries, a pledge, subject to the prior interest of the lenders under our Credit Facility, of substantially all of our other assets and the assets of such wholly owned subsidiaries and mortgages on certain of our fee owned real properties. We used the net proceeds of $190,062 from our Term Loan Facility for general business purposes, including the funding of deferred capital expenditures, updates to key information technology infrastructure and growth initiatives consistent with our Transformation Plan. Interest on amounts outstanding under the Term Loan Facility are calculated at LIBOR, with a LIBOR floor of 1 basis points, plus 6 basis points and the Term Loan Facility matures on December 14, 2027. Our Term Loan Facility requires periodic interest payments based on the interest period selected and quarterly principal payments of $500, or 1.0% of the original principal amount annually. In addition, beginning with the year ended December 31, 2021 and for each twelve month period thereafter (each considered an “Excess Cash Flow Period”, as defined), we are required to calculate Excess Cash Flow, as defined, and prepay an amount equal to Excess Cash Flow less other defined adjustments. The prepayment, as calculated, is due 95 days after the end of the respective Excess Cash Flow Period. There was no required prepayment due as of December 31, 2021. Remaining principal amounts outstanding under the Term Loan Facility may be prepaid beginning on December 14, 2022.
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Underwritten Public Equity Offering
On July 6, 2020, we received net proceeds of $79,980, after $296 of offering costs and $5,124 of underwriting discounts and commissions, from the sale and issuance of 6,100 shares of common stock in an underwritten public equity offering. We have been using the net proceeds from this offering $100,000 aggregateto fund deferred maintenance and other capital expenditures necessary to enhance property conditions and implement growth initiatives, for working capital and for general corporate purposes.
West Greenwich Loan
On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering our travel center located in West Greenwich, Rhode Island. The interest rate is fixed at 3.85% for five years based on the five year Federal Home Loan Bank rate plus 0.0198 basis points, and will reset thereafter. The West Greenwich Loan requires us to make principal amountand interest payments monthly. The proceeds from the West Greenwich Loan were used for general business purposes. We may, at our option with 60 days prior written notice, repay the loan in full prior to the end of our 8.00%the 10 year term plus, if repaid prior to February 7, 2023, a nominal penalty.
Senior Notes
As of December 31, 2021, we had outstanding the following Senior Notes, due on October 15, 2030, or the 2030 Senior Notes. 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, 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 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. 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, 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 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. 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, 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.as defined below:
(in thousands)Issuance DateMaturity DatePrincipalInterest RateInterest Payable
2028 Senior NotesJanuary 15, 2013January 15, 2028$110,000 8.25%Quarterly
2029 Senior NotesDecember 16, 2014December 15, 2029120,000 8.00%Quarterly
2030 Senior NotesOctober 5, 2015October 15, 2030100,000 8.00%Quarterly
Total$330,000 
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 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time. The total annual cash payments for interest expense on the current outstanding aggregate principal amount under our Senior Notes is $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
On October 28, 2019, we entered into a multi unit franchise agreement with IHOP Franchisor LLC, or IHOP, in which we agreed to rebrand and convert certain of our full service restaurants to IHOP restaurants over five years, or the IHOP Agreement. Concurrent with entering into the IHOP Agreement, we entered into a Secured Advance Note with IHOP, or the IHOP Note, pursuant to which we can borrow up to $10,000 in connection with the costs to convert our full service restaurants to IHOP restaurants. As of December 31, 2019,2021 and 2020, there were no loans outstanding under the IHOP Note.
West Greenwich Term LoanQSL Business Sale
On February 7, 2020,April 21, 2021, we entered into a 10 year term loancompleted the sale of our QSL business for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering$5,000 excluding costs to sell and certain closing adjustments.
Lease Amendments
On March 9, 2021, we and SVC amended one of our travel centers. The interest rate is fixedthe SVC Leases to reflect the renewal of a third party ground lease 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 endone of the 10 year term.179 travel center properties that we lease from SVC. This ground lease, which was previously accounted for as an operating lease, is now accounted for as a finance lease.
SeeFor more information about our dispositions, debt financing, leases, equity and investments, please refer to Note 3, 7, 8, 9, 11 and 13 to the Consolidated Financial Statements included in Part IV, Item 1515. of this Annual Report for more information about our Credit Facility, our Senior 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.Report.


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Sources and Uses of Cash
Cash Flows from Operating ActivitiesThe following is a summary of Continuing Operations. Duringour sources and uses of cash for the years ended December 31, 20192021 and 2018,2020, as reflected in our consolidated statements of cash flows:
Year Ended December 31,
(in thousands)20212020$ Change
Cash and cash equivalents at the beginning of the period$483,151 $17,206 $465,945 
Net cash provided by (used in):
Operating activities154,461 244,408 (89,947)
Investing activities(93,914)(55,155)(38,759)
Financing activities(7,706)276,641 (284,347)
Effect of exchange rate changes on cash10 51 (41)
Cash and cash equivalents at the end of the period$536,002 $483,151 $52,851 
Cash Flows from Operating Activities. During 2021 and 2020, we had net cash inflows from operating activities of continuing operations of $82,467$154,461 and $73,258,$244,408, respectively. The $9,209 increasechange of $89,947 was primarily due to lowera decrease in cash generated from working capital, requirements,primarily as a result of lower receivable collections in 2021 due to the collection of $70,100 in 2020 related to the federal biodiesel tax credit, partially offset by decreaseshigher earnings in operating cash flow due to the cash we received during 2018 in connection with the $23,251 federal biodiesel blenders' tax credit and the $10,082 reimbursement of legal fees from Comdata.2021.
Cash Flows from Investing Activities of Continuing Operations. Activities.During the years ended December 31, 20192021 and 2018,2020, we had net cash outflows and inflows from investing activities of continuing operations of $386,417$93,914 and $208,203,$55,155, respectively. The $594,620 change of $38,759 primarily resulted from net cashan increase in capital expenditures, partially offset by proceeds of $310,496 received from the sale of our convenience storesassets, which primarily included the divestiture of the QSL business during 2018,and the purchase for $309,637 of 20 travel centers we previously leased from SVC during 2019 and a reduced amount of sales of improvements to SVC during 2019. The change also reflects reduced amounts of capital expenditures and acquisitions in 2019 as compared to 2018. See Notes 3, 4 and 9 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information about our acquisitions, sale of our convenience stores business and transactions with SVC, respectively.land in Mesquite, Texas.
Our capital expenditure plan for 2020 contemplates aggregate gross investments of approximately $118,905, but this 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 2020. 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 Financing Activities. During the years ended December 31, 2019 and 2018,2021, we had net cash inflows and outflows from financing activities of $6,673 and $2,402,$7,706 as compared to net cash inflows of $276,641 during 2020, respectively. The $9,075 change of $284,347 primarily resulted from the $190,062 net proceeds received from the Term Loan Facility, $79,980 net proceeds received from the underwritten public equity offering and $16,600 proceeds received under the West Greenwich Loan during 2020, and repayments of $2,000 on our Term Loan Facility and repayments of $664 on the West Greenwich Loan during the year ended December 31, 2021, partially offset by a $7,900 borrowing onrepayment of our borrowings under our Credit Facility during the year ended December 31, 2019. See above2020.
We believe we have adequate financial resources from our existing cash flows from operations, together with cash on hand and Note 8 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report for more information aboutamounts available under our Credit Facility.Facility to support our business for at least the next 12 months.

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Off Balance Sheet Arrangements
As of December 31, 2019,2021, 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.


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Related Party Transactions
We have relationships and historical and continuing transactions with SVC, RMR and others 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 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., 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 some of which may have directors, trustees and officers who are also directors, trustees or officers of us, SVC or RMR.
For further information about these and other such relationships and related party transactions, see Notes 3, 9,8, 12 and 13 and 14 to the Consolidated Financial Statements included in Part IV, Item 1515. of this Annual Report and the section captioned "Business -– Our Leases with SVC" above in Part I, Item 11. of this Annual Report, which are incorporated herein by reference, our other filings with the SEC and our definitive Proxy Statement for our 20202022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the fiscal year ended December 31, 2019.2021. For further information 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-Looking Statements" and Part I, Item 1A,1A. "Risk Factors". Copies of certain of our agreements with these related parties, including our leases, related amendments and transaction agreements with SVC, our business management agreement with RMR, and certain other agreements with SVC, are available as exhibits to our public filings with the SEC and accessible at the SEC's website, www.sec.gov.Factors." We may engage in additional transactions with related parties,persons, including SVC and businesses to which RMR or its subsidiaries provide management services.

Critical Accounting PoliciesEstimates
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. 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 expense and real estate rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate is used to measure the present value of projected future cash flows and is set at a rate we believe is likely to be used by a market participant using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying 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 2019, based on our evaluation of certain low performing owned and leased standalone restaurants, we incurred impairment charges of $2,369 to 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. We assess intangible assets with definite lives for impairment annually as of November 30 or whenever events or changes in circumstances warrant a revision to the remaining period of amortization. Definite lived intangible assets primarily include our agreements with franchisees. For 2019,2021, definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees and any changes in the manner in which the assets were used that could impact the values of the assets. During 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 Assets and 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 2019,2021, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment. During 2019, we did not record any impairment charges related to our indefinite lived intangible assets.
We evaluate goodwill
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Goodwill is tested for impairment at the reporting unit level annually as of July 31, or more frequently if the circumstances warrant. We have twoone reporting units, which includedunit, travel centers. As of July 31, 2021, we evaluated our travel centers business and our QSL 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 goodwillfor impairment test to measure the amount of impairment to be recognized, if any.
Goodwill impairment testing for the travel center and QSL reporting units for 2019 was performed using a qualitative analysis which included evaluating financial trends, and industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on our analyses,
After evaluating and weighing all relevant events and circumstances, we concluded that asit is not more likely than not that the fair value of July 31, 2019,the travel centers reporting unit was less than its carrying amount.

The impact of the COVID-19 pandemic on our goodwilloperations was included in those reporting units was not impaired.our analyses. The ultimate adverse impact of the COVID-19 pandemic or a similar health crisis is highly uncertain. We are continuing to closely monitor the impact of the pandemic on all aspects of our business and intend to respond to developments accordingly.
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Customer Loyalty Programs. We offer travel center trucking customers and casual restaurant diners the option to participate in our customer loyalty programs. Our customer loyalty programs provide customers with the right to earn loyalty awards on qualifying purchases that can be used for discounts on future purchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and will be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining the standalone selling price include the historic redemption rate and the use of a weighted average selling price for fuel to calculate the revenues attributable to the loyalty awards. To the extent an estimate is inaccurate, our liabilities, expensesrevenues and net income (loss) attributable to common stockholders may be understated or overstated.
Income 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 andof future taxable income or other assumptions prove inaccurate, we may need to recognize additional amounts of valuation allowance, which would increase our book income tax expense and reduce our net income (loss) attributable to common stockholders in future periods.
Accounting for 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 finance lease or an operating lease. The classification of a lease as finance 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 or the understatement or overstatement of our lease assets and 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.
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Business 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. 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 stockholders 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 stockholders may be understated or overstated.

Environmental and Climate Change Matters
LegislationGovernmental actions, including legislation, regulations, treaties and regulation regarding climate change, includingcommitments, such as those seeking to reduce greenhouse gas emissions, and other environmental matters and market reactionactions in response to any such legislation or regulation or toconcerns about climate change, concerns, may decrease the demand for our major product, diesel fuel, products,and may require us to expendmake significant amounts and may otherwise negatively impact our business. For instance, federalcapital or other expenditures related to alternative energy distribution or other changing fuel conservation practices. Federal and state governmental requirements addressinggovernments require manufacturers to limit emissions from trucks and other motor vehicles, such as the U.S. EPA's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel, as well as newfuel. Further, legislative and regulatory initiatives requiring increased truck fuel efficiency standards for mediumhave accelerated in the United States and heavy duty commercial trucks,these mandates have caused usand may continue 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 and control air pollutant emissions from the trucking industry may raise the cost of trucking as compared to other types of freight transport, as a result decreasing thein decreased demand for our fuel products and negatively impacting our business.diesel fuel.
For example, in August 20162021 the EPA and the National Highway Traffic Safety Administration established final regulations that willproposed new rules intended to phase in more stringent greenhouse gas emission and fuel efficiency standards for mediumpassenger cars and heavylight 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 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 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.trucks. In addition, the California Air Resources Board, or CARB,and other similar state government agencies routinely considersconsider rulemaking activity the purpose of which is to make heavy duty truck fleets operating in the state moreimprove 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 otherlimit pollution from vehicles. Moreover, market concerns regarding climate change may result in decreased demand for fossil fuels and increased adoption of higher efficiency fuel conservationtechnologies and pollution reduction efforts under federalalternative energy sources. Regulations that limit, or state rulesmarket demands to reduce carbon emissions, may cause our costs at our locations to significantly increase, make some of our locations obsolete or completely disadvantaged, or require us to make material investments in our properties. For example, we have installed electric charging capacity at certain of our travel centers and expect to install them at additional travel centers and we are also evaluating hydrogen dispensing as a resultanother alternative fuel offering at certain of other existing or future regulation or changes in customer demand.our travel centers.
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Some observers believe severe weather activities in different parts of the country over the last few years are evidence of 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 geographically diversified portfolio of properties, by procuring insurance coverage we believe adequately protects us from material damages and losses and by attempting to monitor and be prepared for such events. However, we cannot be surecertain that our mitigation efforts will be sufficient or that future storms, rising sea levelsweather-related events or other climate changes that may occur due to future climate change or otherwise couldwill not have a materialan adverse effect on our business.
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For further information about these and other environmental and climate change matters, and the related risks that may arise, seeplease refer to the disclosure under the heading "Environmental Contingencies" in Note 1514 to the Consolidated Financial Statements included in Part IV, Item 1515. of this Annual Report, "Warning Concerning Forward-Looking Statements," "Regulatory Environment -– Environmental Regulation" in Part I, Item 11. and Part I, Item 1A,1A. "Risk Factors."

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.

Item 8. Financial Statements and Supplementary Data
The information required by this item is included in Part IV, Item 1515. 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, 2019.2021.

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Management'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, 2019.2021. In making this assessment, itour management 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, 2019,2021, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2019,2021, has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV, Item 1515. of this Annual Report.
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2019,2021, 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.


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Item 9B. Other Information
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.
None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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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 Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, 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 1010. is incorporated by reference to our definitive Proxy Statement.

Item 11. Executive Compensation
The information required by Item 1111. 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. We may grant awards of options and shares of common stock under the TravelCenters of America Inc. Amended and Restated 2016 Equity Compensation Plan, or the 2016 Plan, from time to time to our Directors, officers, employees and other individuals who render services to us. In 2019,2021, we awarded 270,575319,140 shares of common stock to our Directors, officers, employees and others who provided services to us. As of December 31, 2019, 88,057 shares of common stock remained available for issuance under the Plan. The terms of awards made under the Plan are determined by the Compensation Committee of our Board of Directors at the time of the grant. The following table is as of December 31, 2021.
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights		Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights		Number of Securities
Remaining Available for
Future Issuance Under Equity
 Compensation Plan
(Excluding Securities
Reflected in column (a))
Plan Category(a)(b)(c)
Equity compensation plans approved
by securityholders - 2016 Plan
None.None.
854,297(1)
Equity compensation plans not
approved by securityholders
None.None.None.
TotalNone.None.
854,297(1)
(1)Consists of shares of common stock available for issuance pursuant to the terms of the 2016 Plan. Stock awards that are repurchased or forfeited will be added to the shares of common stock available for issuance under the 2016 Plan.
InformationPayment to our Directors, officers, employees and other individuals who render services to us are described in Notes 9 and 13 to the Consolidated Financial Statements in Part IV, Item 15. of this Annual Report. The remainder of the information required by Item 12 with respectis incorporated by reference to securities authorized for issuance under equity based compensation plans is set forth under the Equity Compensation Plan Information section in our definitive Proxy Statement and is incorporated by reference.Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 1313. is incorporated by reference to our definitive Proxy Statement.

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Item 14. Principal Accounting Fees and Services
The information required by Item 1414. is incorporated by reference to our definitive Proxy Statement.


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PART IV

Item 15. Exhibits and Financial Statement Schedules
(a) Index to Financial Statements
The following consolidated financial statementsConsolidated Financial Statements of TravelCenters of America Inc. are included on the pages indicated:
TravelCenters of America Inc. Audited Financial StatementsPage
F-1F-1
Consolidated Balance Sheets as of December 31, 20192021 and 20182020
F-35
Consolidated Statements of Operations and Comprehensive Income (Loss(Loss) ) for the Years Ended December 31, 20192021 and 20182020
F-46
Consolidated Statements of Cash Flows for the Years Ended December 31, 20192021 and 20182020
F-57
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 20192021 and 20182020
F-68
F-79
All other schedules for which provision is made in the applicable accounting regulations of the Securities 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
Third Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of October 5, 2015 (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form 8-A (File No. 001-33274) filed on October 5, 2015)
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*
*
*
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*
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*
†
†
†
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†
†
†
*
*
*
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10.20
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*
*
*
*
*
*
 
 
 
 
 

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
TravelCenters of America Inc.
 
 
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TravelCenters of America Inc. (the Company) as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations and comprehensive income (loss), cash flows and stockholders'stockholders’ equity for the years then ended, 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, 20192021 and 2018,2020, and the results of its operations and its cash flows for the years then ended, 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, 2019,2021, 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 25, 202023, 2022, 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’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany'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 auditsaudit 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Fixed Asset and Right of Use Asset Impairment Assessment
As described in Note 1 to the financial statements, the Company reviews definite lived assets for indicators of impairment during each reporting period. The Company recognizes 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. Management’s estimates of fair value are based on estimates of likely market participant assumptions, including their current expectations for projected fuel sales volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating expense and real estate rent expense. If the business climate deteriorates, the Company’s actual results may not be consistent with these assumptions and estimates. The discount rate is used to measure the present value of projected future cash flows and is set at a rate the Company believes 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 management's specific risk factors. The weighted average cost of capital is management’s estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. Management uses a number of assumptions and methods in preparing the valuations underlying impairment tests, including estimates of future cash flows and discount rates and in some instances may obtain third party appraisals. Management
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performs an impairment analysis for substantially all 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.
We identified the evaluation of potential indicators of impairment for fixed assets and right of use assets as a critical audit matter because management’s review of definite lived assets for indicators of impairment and measurement of the fair value of long lived assets or asset groups requires a high degree of auditor judgment when evaluating the significant assumptions described above and increased audit effort.
Our audit procedures related to the Company’s evaluation of fixed asset and right of use asset impairment assessment included the following, among others:
•We obtained an understanding of the relevant controls related to fixed asset and right of use asset impairment assessment and tested such controls for design and operating effectiveness, including management review controls over the significant assumptions noted above.
•We tested management’s process for reviewing definite lived assets for indicators of impairment, including:
◦Evaluating the reasonableness of management’s model for identifying impairment indicators, which included comparing expectations for projected fuel sales volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating expense and real estate rent expense to actuals, and testing the model for mathematical accuracy and completeness of inputs by agreeing allocated values by asset group to supporting source documents.
◦Evaluating the reasonableness of management identified external conditions, including industry and market data, impacting each asset group’s profitability by comparing them to published third party data.
◦Evaluating the reasonableness of financial trends for growth or decline in results, by comparing the profitability measures to historical results of the asset group.
•For locations where indicators of impairment were identified, we evaluated management’s test of recoverability, which included:
◦Obtaining an understanding of management’s process for developing undiscounted expected future cash flows for long-lived assets and evaluating the reasonableness of the future cash flow model.
◦Testing the completeness and accuracy of the data used by management.
◦Evaluating the reasonableness of management’s significant assumptions, including revenue and profitability forecasts by comparing them to historical results of the asset group.
•For locations that the Company utilized a third party appraiser to measure an impairment loss, we evaluated the appraisals with assistance of our real estate valuation specialists. These procedures included evaluating the reasonableness of the market comparables obtained by independently evaluating the third party data.
Realizability of Deferred Tax Assets
As described in Note 10 of the financial statements, at December 31, 2021, the Company had deferred tax assets of $147 million, net of valuation allowance of $2 million. Deferred tax assets are reduced by a valuation allowance when it is more likely than not the deferred tax asset will not be realized. Management applied significant judgment in considering the relative impact of negative and positive evidence to determine whether sufficient future taxable income will be generated to support the realization of the existing deferred tax assets prior to expiration.
We identified the Company’s realizability of deferred tax assets as a critical audit matter because auditing management’s assumptions required significant audit effort and the significant assumptions include a high degree of auditor judgment and subjectivity.
Our audit procedures related to the Company’s realizability of deferred tax assets included the following, among others:
•We obtained an understanding of the relevant controls related to deferred tax assets and tested such controls for design and operating effectiveness, including management review controls over the evaluation and application of the effects of changes in the tax law, management’s projections, and the identification of sources of future taxable income and available tax planning strategies.
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•We assessed management’s probabilities of the potential effects of both negative and positive factors by performing the following:
◦We evaluated the assumptions used by the Company to develop projections of future taxable income and tested the completeness and accuracy of the underlying data used in the projections.
◦We compared the projections of future taxable income with other forecasted financial information prepared by the Company and also evaluated the impact of changes to significant assumptions on future taxable income to evaluate the recoverability of deferred tax assets resulting from changes in assumptions.
◦We considered the feasibility of tax planning strategies and involved our tax professionals to assist in evaluating the application of tax law, including any changes in the tax law, and the Company’s consideration of the sources of future taxable income. 
 /s/ RSM US LLP 


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

Cleveland, Ohio
February 25, 2020

23, 2022

F-1F-3
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
TravelCenters of America Inc.
 
 
Opinion on the Internal Control Over Financial Reporting
We have audited TravelCenters of America Inc.'s (the Company) internal control over financial reporting as of December 31, 2019,2021, based on criteria established inInternal 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, 2019,2021, based on criteria established inInternal 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, 20192021 and 2018, and2020, the related consolidated statements of operations and comprehensive income (loss), cash flows and stockholders’ equity of the Company for the years then ended, and the related notes to the consolidated financial statements and our report dated February 25, 202023, 2022, expressed an unqualified opinion.
Basis for Opinion
The Company’sCompany'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’sManagement's Report on Assessment of Internal Control over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the Company’sCompany'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/ RSM US LLP 

Cleveland, Ohio
February 25, 2020

23, 2022
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December 31,
 20212020
Assets:  
Current assets:  
Cash and cash equivalents$536,002 $483,151 
Accounts receivable (net of allowance for doubtful accounts of $1,003 and $1,016
   as of December 31, 2021 and 2020, respectively)
111,392 94,429 
Inventory191,843 172,830 
Other current assets37,947 35,506 
Total current assets877,184 785,916 
Property and equipment, net831,427 801,789 
Operating lease assets1,659,526 1,734,883 
Goodwill22,213 22,213 
Intangible assets, net10,934 11,529 
Other noncurrent assets107,217 87,530 
Total assets$3,508,501 $3,443,860 
Liabilities and Stockholders' Equity:  
Current liabilities:  
Accounts payable$206,420 $158,075 
Current operating lease liabilities118,005 111,255 
Other current liabilities194,853 175,867 
Total current liabilities519,278 445,197 
Long term debt, net524,781 525,397 
Noncurrent operating lease liabilities1,655,359 1,763,166 
Other noncurrent liabilities106,230 69,121 
Total liabilities2,805,648 2,802,881 
Stockholders' equity:  
Common stock, $0.001 par value, 216,000 and 216,000 shares of common stock
   authorized as of December 31, 2021 and 2020, respectively, and 14,839 and 14,574
   shares of common stock issued and outstanding as of December 31, 2021
   and 2020, respectively
14 14 
Additional paid-in capital785,597 781,841 
Accumulated other comprehensive loss(198)(205)
Accumulated deficit(82,560)(141,084)
Total TA stockholders' equity702,853 640,566 
Noncontrolling interest— 413 
Total stockholders' equity702,853 640,979 
Total liabilities and stockholders' equity$3,508,501 $3,443,860 
The accompanying notes are an integral part of these consolidated financial statements.
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TravelCenters of America Inc.
Consolidated Balance Sheets
(in 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
8  8  
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  
 Year Ended December 31,
 20212020
Revenues:  
Fuel$5,374,695 $3,084,323 
Nonfuel1,946,732 1,747,418 
Rent and royalties from franchisees15,417 14,296 
Total revenues7,336,844 4,846,037 
Cost of goods sold (excluding depreciation):
Fuel4,981,903 2,750,971 
Nonfuel771,292 685,391 
Total cost of goods sold5,753,195 3,436,362 
Site level operating expense955,385 870,329 
Selling, general and administrative expense155,355 145,038 
Real estate rent expense255,627 255,743 
Depreciation and amortization expense96,507 127,789 
Other operating income, net(2,275)— 
Income from operations123,050 10,776 
Interest expense, net46,786 30,479 
Other expense, net810 1,379 
Income (loss) before income taxes75,454 (21,082)
(Provision) benefit for income taxes(17,263)6,178 
Net income (loss)58,191 (14,904)
Less: net (loss) for noncontrolling interest(333)(1,005)
Net income (loss) attributable to common stockholders$58,524 $(13,899)
Other comprehensive income (loss), net of taxes:  
Foreign currency income (loss), net of taxes of $6 and $26, respectively$7 $(33)
Other comprehensive income (loss) attributable to common stockholders7 (33)
Comprehensive income (loss) attributable to common stockholders$58,531 $(13,932)
Net income (loss) per share of common stock attributable to common stockholders:  
Basic and diluted$4.01 $(1.23)
The accompanying notes are an integral part of these consolidated financial statements.
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TravelCenters of America Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share 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,
 20212020
Cash flows from operating activities:  
Net income (loss)$58,191 $(14,904)
  Adjustments to reconcile net income (loss) to net cash provided by operating
     activities:
  
Noncash rent credits, net(22,880)(21,486)
Depreciation and amortization expense96,507 127,789 
Gain on sale of assets(2,275)— 
Deferred income taxes16,949 (5,418)
Changes in operating assets and liabilities:  
Accounts receivable(17,060)78,328 
Inventory(19,011)23,460 
Other assets(8,016)(1,514)
Accounts payable and other liabilities42,925 46,952 
Other, net9,131 11,201 
Net cash provided by operating activities154,461 244,408 
Cash flows from investing activities:  
Capital expenditures(104,852)(54,386)
Proceeds from other asset sales11,526 1,873 
Investment in equity investee(1,350)(2,928)
  Other762 286 
Net cash used in investing activities(93,914)(55,155)
Cash flows from financing activities:  
Net proceeds from underwritten equity offering— 79,980 
Net proceeds from Term Loan Facility— 191,516 
West Greenwich Loan borrowings— 16,600 
Payments on West Greenwich Loan(664)— 
Payments on Term Loan(2,000)— 
Payments on Revolving Credit Facility— (7,900)
Acquisition of stock from employees(1,994)(1,750)
Other, net(3,048)(1,805)
Net cash (used in) provided by financing activities(7,706)276,641 
Effect of exchange rate changes on cash10 51 
Net increase in cash and cash equivalents52,851 465,945 
Cash and cash equivalents at the beginning of the year483,151 17,206 
Cash and cash equivalents at the end of the year$536,002 $483,151 
Supplemental disclosure of cash flow information:  
Lease modification (operating to finance lease)$28,201 $— 
Interest paid (including rent classified as interest and net of capitalized interest)44,249 28,039 
Income taxes paid (refunded)682 (1,210)
The accompanying notes are an integral part of these consolidated financial statements.
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TravelCenters of America Inc.
Consolidated Statements of Cash Flows
(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) 
 Number of
Shares of
Common
Stock		Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total TA
Stockholders'
Equity		Noncontrolling
Interest		Total
Stockholders'
Equity
December 31, 20198,307 $8 $698,402 $(172)$(127,185)$571,053 $1,483 $572,536 
Grants under share
   award plan and
   stock based
   compensation, net
167 — 3,465 — — 3,465 — 3,465 
Proceeds from
underwritten public
equity offering
6,100 6 79,974 — — 79,980 — 79,980 
Distributions to
   noncontrolling
   interest
— — — — — — (65)(65)
Other comprehensive
   loss, net of taxes
— — — (33)— (33)— (33)
Net loss— — — — (13,899)(13,899)(1,005)(14,904)
December 31, 202014,574 14 781,841 (205)(141,084)640,566 413 640,979 
Grants under share
   award plan and
   stock based
   compensation, net
265 — 3,756 — — 3,756 — 3,756 
Distributions to
   noncontrolling
   interest
— — — — — — (80)(80)
Other comprehensive
   income, net of taxes
— — — 7 — 7 — 7 
Net income (loss)— — — — 58,524 58,524 (333)58,191 
December 31, 202114,839 $14 $785,597 $(198)$(82,560)$702,853 $— $702,853 
The accompanying notes are an integral part of these consolidated financial statements.

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TravelCenters of America Inc.
Consolidated Statements of 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  $8  $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  8  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  $8  $698,402  $(172) $(127,185) $—  $571,053  $1,483  $572,536  
The accompanying notes are an integral part of these consolidated financial statements.


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

1.Summary of Significant Accounting Policies
General Information and Basis of Presentation
TravelCenters of America 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, 2019, we operatedWe operate or franchised 306franchise 280 travel centers, standalone truck service facilities and a standalone restaurants.restaurant. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.
As of December 31, 2019,2021, our business included 261276 travel centers in 44 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, operated primarily under the "TravelCenters of America," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of our 261these travel centers, at December 31, 2019, we owned 51, we leased 181, we operated 2 for a joint venture in which we owned a noncontrolling interest and 2742 were owned or leased from others by our franchisees. We operated 232 of our travel centers and franchisees operated 2944 travel centers, including 2 we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as a wide range of truck repair and maintenance services, diesel exhaust fluid, full service restaurants, or FSRs, quick service restaurants, or QSRs and various customer amenities.
As of December 31, 2019,2021, our business included 23 standalone truck service facilities operated under the "TA Truck Service" brand name. Of our 2these standalone truck service facilities, we leased 12 and owned 1. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks.
As of December 31, 2019,2021, our business included 431 standalone restaurants in 12 states in the United States operated primarily under the "Quaker Steak & Lube," or QSL, brand name. Of our 43 standalone restaurants at December 31, 2019, we operated 16 restaurants (6 we owned, 9 we leased and 1restaurant that we operated for a joint venture in which we owned a noncontrolling interest)interest.
On April 21, 2021, we completed the sale of our Quaker Steak & Lube, or QSL, business for $5,000 excluding costs to sell and 27 were owned or leased from others and operated bycertain closing adjustments. See Note 3 of this Annual Report for more information about the sale of our franchisees.QSL business.
We manage our business as 1 segment. We make specific disclosures concerning fuel and nonfuel products and services because it facilitatesthey facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.
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 are reported as discontinued operations for the year ended December 31, 2018, in our 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 Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities whenwhere we control up to 50% of the investee's voting stock and have the ability to significantly influence, but not control, the investee's operating and financial policies, typically when we own 20% to 50% of the investee's voting stock.policies. See Note 1211 for more information about our equity investments.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The COVID-19 pandemic has, and economic conditions occasionally in the past have, significantly altered the seasonal aspects of our business, and they may have similar impacts in the future. 
Significant Accounting Policies
Revenue Recognition. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees. See Note 2 for more information about our revenues.
Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents, the majority of which are held at major commercial banks. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents.
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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)

Significant Accounting Policies
Revenue Recognition. Revenues consist of fuel revenues, nonfuel revenues and rent and royalties from franchisees. See Note 2 for more information about our revenues.
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 net realizable value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary.
Property and Equipment. We record property and equipment as a result of business combinations based on their fair values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets:
Buildings and site improvements10 to 40 years
Machinery and equipment3 to 15 years
Furniture and fixtures5 to 1020 years
We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease.
Goodwill and Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net identifiable assets is recognized as goodwill. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. See Note 65 for more information about our goodwill and intangible assets.
Impairment. We review definite lived assets for potential indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including our current expectations for projected fuel sales volume, nonfuel revenues, fuel and nonfuel gross margins, site level operating expense and real estate rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate is used to measure the present value of projected future cash flows and is set at a rate we believe is likely to be used by a market participant using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying the impairment tests including estimates of future cash flows and discount rates, and in some instances we may obtain third party appraisals. We recognize impairment charges in the period during which the circumstances surrounding an asset or asset group to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset or asset group is made. We perform our impairment analysis for substantially all of our property and equipment and 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 2019, based
In March 2020, COVID-19 was declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary declared a public health emergency in the United States in response to the outbreak. The impact of the COVID-19 pandemic on our evaluationoperations was included in our analyses. The ultimate adverse impact of certain low performing ownedthe COVID-19 pandemic or a similar health crisis is highly uncertain. We are continuing to closely monitor the impact of the pandemic on all aspects of our business and leased standalone restaurants, we incurred impairment charges of $2,369intend to our property and equipment and $579respond to our operating lease assets.developments accordingly.
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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)

During 2021 and 2020, based on our evaluation of certain low performing owned and leased standalone restaurants, we incurred impairment charges of $650 and $6,574, respectively, to our property and equipment, which was included in depreciation and amortization expense and $1,262, to our operating lease assets during 2020, which was included in real estate expense in our consolidated statement of operations and comprehensive income (loss).
We assess intangible assets with definite lives for impairment annually or whenever events or changes in circumstances warrant a revision to the remaining period of amortization. Definite lived intangible assets primarily include our agreements with franchisees. For 2019,2021, definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees and any changes in the manner in which the assets were used that could impact the values of the assets. During 2019,2021 and 2020, we did not record any impairment charges related to, or recognize a revision to the remaining period of amortization of, our definite lived intangible assets.
We evaluate goodwill and indefinite lived intangible assets for impairment annually, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable, using either a quantitative or qualitative analysis. Indefinite lived intangible assets consisted of trademarks and their fair value was determined using a relief from royalty method. We subject goodwill and indefinite lived intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or indefinite lived intangible asset exceeds the fair market value of the asset.
Goodwill is tested for impairment at the reporting unit level annually as of July 31, or more frequently if the circumstances warrant. We have 1 reporting unit, travel centers, due to the sale of our QSL business in April 2021. As of July 31, 2021, we evaluated our travel centers reporting unit for impairment using a qualitative analysis which included evaluating financial trends, industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on the assessment performed, we concluded that it is not more likely than not that the fair value of the travel centers reporting unit was less than its carrying amount. Annual impairment testing for the travel centers reporting unit for 2020 was performed using a quantitative analysis under which the fair value of our reporting unit was estimated using both an income approach and a market approach. Based on our analysis in 2020, we concluded that goodwill for our travel centers reporting unit was not impaired. During 2020, we performed an impairment assessment of the goodwill in our QSL reporting unit using the same quantitative analysis approach that we historically followed for our goodwill impairment assessments. Based on our analysis, during the second quarter of 2020, we recorded a goodwill impairment charge of $3,046, which was recognized in depreciation and amortization expense in our consolidated statement of operations and comprehensive income (loss) related to our QSL reporting unit prior to its disposal.
We evaluate indefinite lived intangible assets for impairment as of November 30, or more frequently if the circumstances warrant. During 2019,2021 and 2020, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment. During 2019,2021 and 2020, 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 2 reporting units, which included our travel centers business and our QSL 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 goodwill impairment test to measure the amount of impairment to be recognized, if any.
As of July 31, 2019, our annual goodwill impairment test for the travel centers and QSL reporting units was performed using a qualitative analysis, which included evaluating financial trends and industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis, including comparing actual results to the projections used in the quantitative analysis. Based on our analyses, we concluded that as of July 31, 2019, our goodwill in those reporting units was not impaired.
Stock Based Employee Compensation. We have historically granted awards of our shares of common stock under our share award plans. Stock awards issued to our Directors vest immediately. Stock awards made to others vest in five or 10 equal annual installments beginning on the date of the award. Compensation expense related to stock awards is determined based on the market value of our shares of common stock on the date of the award with the aggregate value of the shares of common stock awarded amortized to expense over the period of time over which the stock based payments vest. We recognize forfeited stock awards as they occur. We include stock based compensation expense in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss).
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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)

Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs are reasonably determinable. We include remediation expense within site level operating expense in our consolidated statements of operations and comprehensive income (loss). Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities. We recognize a receivable for estimated future environmental costs that we may be reimbursed for within other noncurrent assets in our consolidated balance sheets. See Note 14 for more information on our estimated future environmental costs.

Software as a Service Agreements. We subscribe to software agreements, commonly referred to as Software as a Service agreements or cloud-based applications, as an alternative in some cases to developing or licensing internal-use software. We capitalize the implementation costs for these subscription services and amortize to expense over the terms of the respective contracts. On the consolidated balance sheets, the remaining unamortized implementation costs are recorded within other current assets and other noncurrent assets. We record the subscription fees and amortized implementation costs to either selling, general and administrative expense or site level operating expense (depending on the nature of the application) in our consolidated statements of operations and comprehensive income (loss).

Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and potential claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for self- insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent 12 months included in other current liabilities.
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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)

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, 20192021 and 2018,2020, were $5,160$6,211 and $2,478,$5,752, respectively, and are presented in other noncurrent liabilities in our consolidated balance sheets.
Leasing Transactions. Leasing transactions are a material part of our business. We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our 5 leases with Service Properties Trust, (formerly known as Hospitality Properties Trust), or SVC. We recognize operating lease assets and liabilities for all leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. Our operating lease liabilities represent the present value of our unpaid lease payments. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in our leases with SVC and our incremental borrowing rate for all other leases. Certain of our leases include renewal options, and certain of our leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. We evaluate the potential inclusion of renewal periods on a case by case basis, based on terms of the applicable renewal option, the availability of comparable replacement property and our ability to bear the exit costs associated with the termination of the lease, among other things.
We recognize rent under operating leases without scheduled rent increases as an expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis, which reduces our operating lease assets. The rent payments resulting from our sales to SVC of improvements to the properties we lease from SVC are contingent rent. We recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to SVC. See Note 98 for more information about our leases with SVC and our accounting for them.
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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)

Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax basis and financial statement basis of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. See Note 1110 for more information about our income taxes.
Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation within our consolidated financial statements.
Recently Issued Accounting Pronouncements
In February 2016,The following table summarizes recent accounting standard updates, or ASU, issued by 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 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. This classification determines whether the lease expense is recognized basedthat could have an impact on the effective interest method or on a straight line basis over the term of the lease. A lessee is also required to recognize a right of use asset and a lease liability 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. We adopted ASC 842 on January 1, 2019, using the modified retrospective transition 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 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.our consolidated financial statements.
StandardDescriptionEffective DateEffect on the Consolidated Financial Statements
Recently Adopted Standards
ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income TaxesThis update eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes.January 1, 2021The implementation of this update did not have a material impact on our consolidated financial statements.
Recently Issued Standards
ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government AssistanceThis update aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements.January 1, 2022We are currently assessing whether this update will have a material impact on our consolidated financial statements.
ASU 2021-01 - Reference Rate Reform (Topic 848) ScopeThis update clarifies that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.January 1, 2023We are currently assessing whether this update will have a material impact on our consolidated financial statements.
ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the effects of Reference Rate Reform of Financial ReportingThis update provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.January 1, 2023We are currently assessing whether this update will have a material impact on our consolidated financial statements.

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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)

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 adopted ASU 2018-07 on January 1, 2019, using the modified retrospective transition method, which had no impact on our prior year comparative period. Historically, compensation expense related to stock awards granted to nonemployees was determined based on the vesting 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 stock 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 our shares 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).
In August 2018, the FASB issued Accounting Standards Update 2018-15, 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 the contract. The new standard is required for annual periods beginning after December 15, 2019, including interim periods therein. Early adoption is permitted. We adopted this standard on January 1, 2020, using the prospective transition method. The implementation of this update will not cause a material change to our consolidated financial statements.

2. Revenues
We recognize revenues based on the consideration specified in the contract with the customer, excludingnet of any sales incentives (such as customer loyalty programs and customer rebates) and excluding amounts collected on behalf of third parties (such as sales and excise taxes). The majority of our revenues are generated at the point of sale in our retail locations. Revenues consist of fuel revenues, nonfuel revenues and rentrents 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, 2019,2021, approximately 86.4%89.9% of our diesel fuel volume was sold at discounts to posted prices under pricing arrangements with our fleet customers, some of which include rebates payable to the customer after the end of the period.
Nonfuel Revenues. We recognize nonfuel revenues and the related costs at the time of sale to customers at our company operated locations. We sell a variety of nonfuel products and services at stated retail prices in our travel centers and standalone restaurants, as well as through our RoadSquad®TA Truck Service Emergency Roadside Assistance®, TechOn-Site®TA Truck Service Mobile Maintenance®, and TA Commercial Tire Network™ programs. Truck repair and maintenance goods or services may be sold at discounted prices under pricing arrangements with certain customers, some of which include rebates payable to the customer after the end of the period.
Rent and Royalties from Franchisees Revenues. We recognize franchise royalties and advertising fees from franchisees as revenue monthly based on the franchisees' sales data reported to us. Royalty revenues are contractual as a percentage of the franchisees' revenues and advertising fees are contractual as either a percentage of the franchisees' revenues or as a fixed amount. When we enter into a new franchise agreement or a renewal term with an existing franchisee, the franchisee is required to pay an initial or renewal franchise fee. Initial and renewal franchise fees are recognized as revenue on a straight line basis over the term of the respective franchise agreements.
For those travel centers that we lease to a franchisee, we recognize rent revenues on a straight line basis based on the current contractual rent amount. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Because the rent increases related to these factors are contingent upon future events, we recognize the related rent revenues after such events have occurred. See Note 98 for more information about the travel centers we leased to franchisees.

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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)

Other. Sales incentives and other promotional activities that we recognize as a reduction to revenues include, but are not limited to, the following:
•Customer Loyalty Programs. We offer travel center trucking customers and casual restaurant diners the option to participate in our customer loyalty programs. Our customer loyalty programs provide customers with the right to earn loyalty awards on qualifying purchases that can be used for discounts on future purchases of goods or services. We apply a relative standalone selling price approach to our outstanding loyalty awards whereby a portion of each sale attributable to the loyalty awards earned is deferred and will be recognized as revenue in the category in which the loyalty awards are redeemed upon the redemption or expiration of the loyalty awards. Significant judgment is required to determine the standalone selling price for loyalty awards. Assumptions used in determining the standalone selling price include the historic redemption rate and the use of a weighted average selling price for fuel to calculate the revenues attributable to the customer loyalty awards.
•Customer Discounts and Rebates. We enter into agreements with certain customers in which we agree to provide discounts on fuel and/or truck service purchases, some of which are structured as rebates payable to the customer after the end of the period. We recognize the cost of discounts against, and in the same period as, the revenues that generated the discounts earned.
•Gift Cards. We sell branded gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card subsequently is redeemed for goods or services. Unredeemed gift card balances are recognized as revenues when the possibility of redemption becomes remote.
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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)

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, 20192021 and 2018,2020, 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  

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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)

Year Ended December 31,
20212020
Nonfuel revenues:
Truck service$747,079 $670,847 
Store and retail services751,097 660,921 
Restaurant310,718 308,525 
Diesel exhaust fluid137,838 107,125 
Total nonfuel revenues$1,946,732 $1,747,418 
Contract Liabilities
Our contract liabilities, which are presented in our consolidated balance sheets in other current and other noncurrent liabilities, primarily include deferred revenues related to our customer loyalty programs, gift cards, rebates payable to customers and other deferred revenues. The following table shows the changes in our contract liabilities between periods.
Customer
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  
Customer
Loyalty
Programs		Deferred Franchise Fees and OtherTotal
December 31, 2020$22,821 $7,145 $29,966 
Increases due to unsatisfied performance obligations
arising during the period
127,425 12,679 140,104 
Revenues recognized from satisfied performance
obligations during the period
(126,363)(11,181)(137,544)
Other2,237 (2,487)(250)
December 31, 2021$26,120 $6,156 $32,276 
As of December 31, 2019,2021, we expect the unsatisfied performance obligations relating to our customer loyalty programs will generally be satisfied within 12 months.
As of December 31, 2019,2021, the deferred initial and renewal franchise fee revenue expected to be recognized in future periods ranges between $119$507 and $176$595 for each of the years 20202022 through 2024.2026.

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, 2018, we acquired a travel center from 1 of our franchisees for a purchase price of $10,482, and we accounted for this transaction as a business 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 the acquired business in our consolidated financial statements from the date of acquisition. The pro forma impact of this acquisition, including the respective results of operations from the beginning of the periods presented, is not material to our consolidated financial statements.
During the year ended December 31, 2018, we acquired a tire retread facility for $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 the related lease and franchise agreements for an aggregate purchase price of $5,202. These acquisitions were accounted for as asset acquisitions.

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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)

4. Discontinued OperationsDisposition Activity
On December 5, 2018,April 21, 2021, we completed the sale of our convenience storesQSL business for 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 classification of the assets and related liabilities as held for sale, we determined that the carrying value of the convenience stores business exceeded the agreed sales price less$5,000, excluding costs to sell resultingand certain closing adjustments. We did not treat the sale of QSL as a discontinued operation, as we concluded that its effect was not material and did not represent a strategic shift in our business. As of the date of sale, our QSL business included 41 standalone restaurants in 11 states in the United States operated primarily under the QSL brand name.
During the second quarter of 2021, we recognized a $606 loss on disposalthe sale of $79,623 recognizedQSL, which was included in the year ended December 31, 2018.
The following table presents the resultsother operating income, net, in our consolidated statements of operations forand comprehensive income (loss). Impairment charges relating to our discontinued operations forQSL net asset disposal group, primarily resulting from the year ended December 31, 2018.
Year Ended
December 31,
2018
Revenues$742,160 
Cost of goods sold (excluding depreciation)610,524 
Site level operating expense103,037 
Selling, general and administrative expense9,443 
Real estate rent expense2,206 
Depreciation and amortization expense20,418 
Impairment of goodwill69,340 
Loss from discontinued operations before income taxes(72,808)
Benefit for income taxes14,789 
Loss from discontinued operations, net of taxes(58,019)
Loss on disposal(79,623)
Benefit for income taxes20,011 
Loss from discontinued operations$(117,631)


5. Propertychange in fair value of underlying assets sold, cumulatively totaled $14,365, which included $650 and Equipment
Property and equipment, net as of December 31, 2019 and 2018, consisted of the following:
December 31,
 20192018
Machinery, equipment and furniture$533,380  $459,892  
Land and improvements316,751  177,322  
Buildings and improvements307,433  197,866  
Leasehold improvements271,451  242,469  
Construction in progress24,678  65,855  
Property and equipment, at cost1,453,693  1,143,404  
Less: accumulated depreciation and amortization585,190  514,867  
Property and equipment, net$868,503  $628,537  
Total depreciation expense for$13,715 recognized during the years ended December 31, 20192021 and 2018, was $97,2322020 , respectively, and $80,938, respectively, whichwere included impairment charges of $2,369 for the year ended December 31, 2019, related to certain standalone restaurants.
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TravelCenters of America Inc.
Notes to Consolidated Financial Statements
(dollarsin depreciation and shares in thousands, except par value and per share amounts)

The following table shows the amounts of property and equipment owned by SVC but recognized in property and equipment, netamortization expense in our consolidated balance sheets,statements of operations and included within the balances shown in the table above, as a result of the required accounting for the assets funded by SVC 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 9 for more information about our leases with SVC.
 December 31,
 20192018
Leasehold improvements$101,316  $114,195  
Land and improvements—  14,945  
Buildings and improvements—  9,943  
Machinery, equipment and furniture—  3,282  
Property and equipment, at cost101,316  142,365  
Less: accumulated depreciation and amortization81,915  96,266  
Property and equipment, net$19,401  $46,099  
At December 31, 2019, our property and equipment balance included $37,425 of improvements of the type that we historically requested that SVC purchase for an increase in annual minimum rent; however, we may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements.

6. Goodwill and Intangible Assets
Intangible Assets
Intangible assets, net, as of December 31, 2019 and 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  

comprehensive income (loss).
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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)

 December 31, 2018
 CostAccumulated
Amortization		Net
Amortizable intangible assets:   
   Agreements with franchisees$21,645  $(12,308) $9,337  
   Leasehold interests2,754  (2,183) 571  
   Other3,913  (3,251) 662  
Total amortizable intangible assets28,312  (17,742) 10,570  
   Carrying value of trademarks (indefinite lives)12,317  —  12,317  
Intangible assets, net$40,629  $(17,742) $22,887  

4. Property and Equipment
Property and equipment, net as of December 31, 2021 and 2020, consisted of the following:
December 31,
 20212020
Machinery, equipment and furniture$530,642 $531,755 
Land and improvements319,314 315,906 
Leasehold improvements342,952 296,396 
Buildings and improvements299,936 295,588 
Construction in progress60,590 14,391 
Property and equipment, at cost1,553,434 1,454,036 
Less: accumulated depreciation and amortization722,007 652,247 
Property and equipment, net$831,427 $801,789 
Total amortizationdepreciation expense for amortizable intangible assets for the years ended December 31, 20192021 and 2018,2020, was $1,609$91,044 and $2,452, respectively.
We amortize our amortizable intangible assets over a weighted average period$103,178, respectively, which included impairment charges of approximately nine years. The aggregate amortization expense$650 and $6,574 for our amortizable intangible assets as ofthe years ended December 31, 2019, for each2021 and 2020, related to our QSL business.
The following table shows the amounts of property and equipment owned by SVC but recognized in operating lease assets in our consolidated balance sheets.
 December 31,
 20212020
Leasehold improvements$99,411 $100,419 
Property and equipment, at cost99,411 100,419 
Less: accumulated depreciation and amortization83,819 82,919 
Property and equipment, net$15,592 $17,500 
At December 31, 2021, our property and equipment, net balance included $94,484 of improvements of the next five years is:
Total
2020$1,152  
20211,068  
2022961  
2023863  
2024848  
Goodwill
Astype that we historically requested that SVC purchase for an increase in annual minimum rent; however, we may elect not to sell some of December 31, 2019, all ofthose improvements and SVC is not obligated to purchase those improvements. See Note 8 for more information about our goodwill balance 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
Other current liabilities as of December 31, 2019 and 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  
leases with SVC.

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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)

5. Goodwill and Intangible Assets
8.Intangible Assets
Intangible assets, net, as of December 31, 2021 and 2020, consisted of the following:
 December 31, 2021
 CostAccumulated
Amortization		Net
Amortizable intangible assets:   
   Agreements with franchisees$15,215 $(12,650)$2,565 
   Leasehold interests2,094 (2,094)— 
   Other3,913 (3,451)462 
Total amortizable intangible assets21,222 (18,195)3,027 
   Carrying value of trademarks (indefinite lives)7,907 — 7,907 
Intangible assets, net$29,129 $(18,195)$10,934 
 December 31, 2020
 CostAccumulated
Amortization		Net
Amortizable intangible assets:   
   Agreements with franchisees$17,134 $(14,039)$3,095 
   Leasehold interests2,094 (2,094)— 
   Other3,913 (3,386)527 
Total amortizable intangible assets23,141 (19,519)3,622 
   Carrying value of trademarks (indefinite lives)7,907 — 7,907 
Intangible assets, net$31,048 $(19,519)$11,529 
Total amortization expense for amortizable intangible assets for the years ended December 31, 2021 and 2020, was $595 and $1,547, respectively.
We amortize our amortizable intangible assets over a weighted average period of approximately eight years. The aggregate amortization expense for our amortizable intangible assets as of December 31, 2021, for each of the next five years is:
Total
2022$490 
2023391 
2024391 
2025375 
2026322 
Goodwill
The goodwill balance as of December 31, 2021 and 2020 was $22,213, all of which relates to our travel centers reporting unit. As of December 31, 2021, all of our goodwill balance is deductible for tax purposes.

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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)

6. Other Current Liabilities
Other current liabilities as of December 31, 2021 and 2020, consisted of the following:
December 31,
 20212020
Taxes payable, other than income taxes$55,029 $56,028 
Accrued wages and benefits(1)
39,493 46,390 
Customer loyalty program accruals26,120 22,821 
Self insurance program accruals, current portion15,870 15,415 
Accrued capital expenditures24,825 5,243 
Current portion of long term debt2,849 2,849 
Other30,667 27,121 
Total other current liabilities$194,853 $175,867 
(1) As of December 31, 2021, pursuant to the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which includes provisions allowing the deferral of the employer portion of social security taxes incurred during parts of 2020, accrued wages and benefits included $11,670 of deferred employer social security payments.

7. Long Term Debt
Long term debt, net of discount and deferred financing costs, as of December 31, 20192021 and 2018,2020, consisted of the following:
Interest RateMaturity DateDecember 31,
 20192018
2028 Senior Notes8.25%  January 15, 2028$110,000  $110,000  
2029 Senior Notes8.00%  December 15, 2029120,000  120,000  
2030 Senior Notes8.00%  October 15, 2030100,000  100,000  
Revolving Credit Facility5.00%  July 19, 20247,900  —  
Other long term debt6.06%  March 31, 2027982  1,086  
Deferred financing costs(9,561) (10,558) 
Total long term debt, net$329,321  $320,528  
December 31,
 20212020
8.25% 2028 Senior Notes$108,021 $107,693 
8.00% 2029 Senior Notes117,063 116,694 
8.00% 2030 Senior Notes97,353 97,052 
7.00% Term Loan Facility189,274 190,113 
3.85% West Greenwich Loan15,125 15,758 
Other794 936 
Total long term debt$527,630 $528,246 
Less current portion2,849 2,849 
Total long term debt, net$524,781 $525,397 

Senior Notes
Our $110,000 2028 Senior Notes were issued in January 2013 and require us to pay interest quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. No principal payments are required prior to the maturity date. The 2028 Senior Notes mature on January 15, 2028. We may, at our option, at any time redeem some or all of the 2028 Senior Notes by paying 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
Our $120,000 2029 Senior Notes were issued in December 2014 and require us to pay interest quarterly in arrears on February 28, May 31, August 31 and November 30 of each year. No principal payments are required prior to the maturity date. The 2029 Senior Notes mature on December 15, 2029. We may, at our option, at any time redeem some or all of the 2029 Senior Notes by paying 100% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
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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)

Our $100,000 2030 Senior Notes were issued in October 2015 and require us to pay interest quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. No principal payments are required prior to the maturity date. The 2030 Senior Notes mature on October 15, 2030. We may, at our option, at any time redeem some or all of the 2030 Senior Notes by paying 100% of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.
We refer to the 2028 Senior Notes, 2029 Senior Notes and 2030 Senior Notes collectively as our Senior Notes, which are our senior unsecured obligations. The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time. Our Senior Notes are presented in our consolidated balance sheets as long term debt, net of deferred financing costs. We estimate that, the fair values of our 2028 Senior Notes, 2029 Senior Notes and 2030 Senior Notes were $112,332, $121,200 and $102,000, respectively, based on their respective closingtrading prices on The Nasdaq Stock Market LLC, or the Nasdaq, (a Level 12 input), the aggregate fair value of our Senior Notes was $348,880 on December 31, 2019.2021.
Term Loan Facility
On December 14, 2020, we entered into a $200,000 Term Loan Facility, or the Term Loan Facility, which is secured by a pledge of all the equity interests of substantially all of our wholly owned subsidiaries, a pledge, subject to the prior interest of the lenders under our Credit Facility, of substantially all of our other assets and the assets of such wholly owned subsidiaries and mortgages on certain of our fee owned real properties. We used the net proceeds of $190,062 from our Term Loan Facility for general business purposes, including the funding of deferred capital expenditures, updates to key information technology infrastructure and growth initiatives consistent with our Transformation Plan. Interest on amounts outstanding under the Term Loan Facility are calculated at LIBOR, with a LIBOR floor of 100 basis points, plus 600 basis points and the Term Loan Facility matures on December 14, 2027. Our Term Loan Facility requires periodic interest payments based on the interest period selected and quarterly principal payments of $500, or 1.0% of the original principal amount annually. In addition, beginning with the year ended December 31, 2021 and for each twelve month period thereafter (each considered an “Excess Cash Flow Period”, as defined), we are required to calculate Excess Cash Flow, as defined, and prepay an amount equal to Excess Cash Flow less other defined adjustments. The prepayment, as calculated, is due 95 days after the end of the respective Excess Cash Flow Period. There was no required prepayment due as of December 31, 2021. Remaining principal amounts outstanding under the Term Loan Facility may be prepaid beginning on December 14, 2022.

West Greenwich Loan
On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering our travel center located in West Greenwich, Rhode Island. The interest rate is fixed at 3.85% for five years based on the 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. The proceeds from the West Greenwich Loan were used for general business purposes. We may, at our option with 60 days prior written notice, repay the loan in full prior to the end of the 10 year term plus, if repaid prior to February 7, 2023, a nominal penalty.
Revolving Credit Facility
On July 19, 2019,December 14, 2020, we and certain of our subsidiaries as borrowers or guarantors, entered into an amendment or the Amendment, to our amendedAmended and restated loanRestated Loan and security agreement,Security Agreement, or the Credit Facility, dated October 25, 2011, with Wells Fargo Capital Finance, LLC, as administrative agent for various lenders. The Amendment, among other things: (i) extended the maturitya group of the Credit Facility from December 19, 2019, tocommercial banks that matures on 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)

2024. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of thethis 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).
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 unused line fee was 0.25% per annum, subject to adjustment according to the average daily principal amount of unused commitments under the Credit Facility.
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 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, 2019,2021, based on our qualified collateral, a total of $111,017$104,703 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2019,2021, there were $7,900 ofno borrowings under the Credit Facility $31 of accrued interest and outstanding fees and $18,141$14,128 of letters of credit issued under that facility, securing certain insurance, fuel tax and other obligations. The outstanding loans, accrued interest and outstanding fees and letters of credit reducewhich reduced the amount available for borrowing under the Credit Facility, leaving $84,945$90,575 available for our use as of that date.
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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)

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 94certain 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. AtAs of December 31, 2019,2021 and 2020, there were 0no loans outstanding under the IHOP Note.
West Greenwich Term LoanDebt Maturities
On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, oraggregate maturities of 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% forrequired principal payments due during the next 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 principalthereafter under all our outstanding consolidated debt as of December 31, 2021, are as follows:
Principal
Payments
2022$2,855 
20232,821 
20242,829 
20252,837 
20262,814 
Thereafter530,020 
Total(1)
$544,176 
(1)Total consolidated debt outstanding as of December 31, 2021, net of unamortized discounts 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 totaling $16,546, was $527,630.
Discount and Deferred Financing Costs
TheAs of December 31, 2021 and 2020, the unamortized balance of our deferred financing costs were $9,561 and $10,558 for our Senior Notes and $671 and $216 forrelated to our Credit Facility at December 31, 2019were $876 and 2018,$1,010, respectively, net of accumulated amortization of $5,420$1,632 and $4,422,$1,297, respectively, and $1,136 and $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. During the years ended December 31, 2021 and 2020, we capitalized costs incurred related to the amendments of our Credit Facility of $201 and $500, respectively.
As of December 31, 2021 and 2020, unamortized discount and debt issuance costs for our Term Loan Facility, Senior Notes and West Greenwich Loan totaled $16,546 and $18,736, respectively, net of accumulated amortization of $8,691 and $6,501, respectively, and are presented in our consolidated balance sheets as a reduction of long term debt, net. During the year ended December 31, 2020, we recorded a $8,484 discount and capitalized $1,454 of financing costs in connection with our Term Loan Facility, and capitalized $318 of financing costs in connection with our West Greenwich Loan. We estimate we will recognize future amortization of discount and deferred financing costs of $1,149$2,614 in 2020, $1,1462022, $2,697 in each of the years 2021, 20222023, $2,619 in 2024, $2,536 in 2025, and 2023 and $1,075$2,642 in 2024. 2026.
We recognized interest expense from the amortization of discount and deferred financing costs of $1,183$2,521 and $1,221$1,242 for the years ended December 31, 20192021 and 2018,2020, respectively.

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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)

9.8. 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
We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our 5 leases with SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of December 31, 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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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, 2018, were as follows (included herein are the full payments then due under the SVC Leases, including the amount attributed to the lease of those sites that were accounted for as a financing as of December 31, 2018, in our consolidated balance sheet as reflected in the sale leaseback financing obligations):
Total
Years ended December 31:
2019$302,855  
2020301,220  
2021299,393  
2022296,551  
2023295,534  
Thereafter1,980,078  
Total$3,475,631  
The amounts in the table above are as of December 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.
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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)

Leasing Agreements with SVC. As of December 31, 2019,2021, our SVC Leases (as defined below), the leases covering our other properties, and most of our equipment leases, were classified as operating leases and certain of our other equipment leases and one ground lease pursuant to one SVC Lease were classified as finance leases. Finance lease assets were included in other noncurrent assets, with the corresponding current and noncurrent finance lease liabilities included in other current liabilities and other noncurrent liabilities, respectively, in our consolidated balance sheets.
Leasing Agreements with SVC
As of December 31, 2021, we leased from SVC a total of 179 properties under 5 leases, 4 of which weleases. We refer to as the TA Leases and 1 of which we refer to as the Petro Lease, and which we refer tothese 5 leases collectively as the SVC 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 theThe SVC Leases expire between 2029 and 2035, subject to our annual minimum rent dueright 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 rent and the deferred rent balances owed by us under the SVC Leases, as of December 31, 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) extend those leases. 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)

The SVC Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which SVC leases the property and subleases it to us. We also are required generally to indemnify SVC for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties. The SVC Leases require us to maintain the leased properties, including structural and non-structural components.
On March 9, 2021, we and SVC amended 1 of the SVC Leases to reflect the renewal of a third party ground lease at 1 of the 179 travel center properties that we lease from SVC. This ground lease, which was previously accounted for as an operating lease, is now accounted for as a finance lease. As a result of this ground lease modification, we recorded $28,201 in other noncurrent assets, $1,158 in other current liabilities and $27,046 in other noncurrent liabilities on our consolidated balance sheets in the first quarter of 2021.
We recognized total real estate rent expense under the SVC Leases of $245,531$253,202 and $273,012$250,446 for the years ended December 31, 20192021 and 2018, respectively, under the SVC Leases.
In addition to the payment of annual minimum2020, respectively. Included in these rent the SVC Leases provide for payment to SVC ofexpense amounts are percentage rent calculated at 3.0%payable of $7,085 and $2,764 for 2021 and 2020, respectively, which are based on a percentage of the increaseincreases in total nonfuel revenues at each leased property over base year levels, (the base year is 2012deferred rent of $17,615 for 35 properties, 2015 for 138 properties, 2017 for 2 properties, 2019 for 3 properties2021 and 2020, rent for 1 property). The percentageproperties we sublease from SVC of $8,111 and $7,923 for 2021 and 2020, respectively, and adjustments to record minimum annual rent amounts dueon a straight line basis over the terms of the leases and estimated future payments by us for the years endedcost of removing underground storage tanks on a straight line basis. As of December 31, 20192021, the estimated future payments related to these underground storage tanks were $25,569 and 2018, were $4,075 and $3,591, respectively. As noted above, pursuant to the Transaction Agreements, we are obligated to pay additional percentagerecorded in other noncurrent liabilities on our consolidated balance sheets. The remaining balance of our deferred rent commencing with the year endedobligations was $22,018 as of December 31, 2020.2021 and will be fully paid by January 31, 2023.
UnderAs of December 31, 2021, our aggregate annual minimum rent payable to SVC under the SVC Leases was $243,914. Pursuant to the SVC Leases, we may request that SVC purchase approved amounts of renovations,qualifying capital improvements and equipmentwe make at the leased propertiestravel centers in return for increases in ourincreased annual minimum rent according to the following formula: the annual minimum rent will be increased by an amount equal to the amount paid by SVC multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. During the year ended December 31, 2018, we sold to SVC $56,346 of improvements we made to properties leased from SVC; as a result, pursuant to the terms of the SVC Leases, our annual minimum rent payable to SVC increased by $4,789. During the year ended December 31, 2019, werent. We did not sell to SVC any improvements we made to properties leased from SVC. AtSVC during the years ended December 31, 2019, our property2021 and equipment balance included $37,425 of improvements of the type that we historically requested that SVC purchase for an increase in annual minimum rent; however, we may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements.2020.
As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of $2,180$1,940 and $2,294$2,064 for the years ended December 31, 20192021 and 2018,2020, respectively.
Lease Costs
Our lease costs are included in various balances in our consolidated statements of operations and comprehensive income (loss), as shown in the following table. For the years ended December 31, 2021 and 2020, our lease costs consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC:

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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)

Classification in our Consolidated
Statements of Operations
and Comprehensive Income (Loss)		Year Ended December 31,
20212020
Operating lease costs: SVC LeasesReal estate rent expense$244,101 $245,922 
Operating lease costs: otherReal estate rent expense1,884 4,669 
Variable lease costs: SVC LeasesReal estate rent expense9,101 4,524 
Variable lease costs: otherReal estate rent expense541 628 
Total real estate rent expense255,627 255,743 
Operating lease costs: Equipment
   and other
Site level operating expense and selling, general
   and administrative expense
2,999 3,649 
Financing lease costs - Equipment and otherSite level operating expense198 — 
Short-term lease costs
Site level operating expense and selling, general
   and administrative expense
699 1,826 
Amortization of finance lease assets: SVC LeasesDepreciation and amortization expense1,843 — 
Amortization of finance lease assets: otherDepreciation and amortization expense1,912 246 
Interest on finance lease liabilities: SVC LeasesInterest expense, net1,018 — 
Interest on finance lease liabilities: otherInterest expense, net476 99 
Sublease incomeNonfuel revenues(1,940)(2,064)
Net lease costs$262,832 $259,499 

During the year ended December 31, 2020, we recognized an impairment charge of $1,262 relating to our operating lease assets with respect to our QSL business, which is included in real estate rent expense in our consolidated statements of operations and comprehensive income (loss).

Lease Assets and Liabilities

As of December 31, 2021 and 2020, our operating lease assets and liabilities consisted of the following, and for SVC leases shown below, include amounts for properties we sublease from SVC:

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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)

The following table summarizes the various amounts related to the SVC Leases that are included in our consolidated balance sheet as of December 31, 2018.
December 31,
20212020
Operating lease assets:
SVC Leases$1,649,142 $1,724,428 
Other10,384 10,455 
Total operating lease assets$1,659,526 $1,734,883 
Current operating lease liabilities:
SVC Leases$114,372 $106,788 
Other3,633 4,467 
Total current operating lease liabilities$118,005 $111,255 
Noncurrent operating lease liabilities:
SVC Leases$1,648,112 $1,756,449 
Other7,247 6,717 
Total noncurrent operating lease liabilities$1,655,359 $1,763,166 
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 
(1) Sale Leaseback Financing Obligations.As of December 31, 2018, the assets related to 2 travel centers we leased from SVC were reflected in2021 and 2020, 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 entered into in connection with a transaction agreement we entered into with SVC in 2015 contain no stated rent payment increases. Prior to the adoption of ASC 842, we amortized this accrual on a straight line basis over the current terms of the TA Leases as a reduction of real estate rent expense. 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 term of the 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 operatingfinance 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.
(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 and 2016. Prior to the adoption of ASC 842, we amortized the deferred gains on a straight line basis over the termsliabilities consisted of the relatedfollowing and for SVC leases as a reduction of real estate rent expense. Upon adoption of ASC 842, we recognized the unamortized deferred gain of $85,053, net of taxes, in our beginning accumulated deficit as of January 1, 2019. See aboveshown below, include amounts for more information about the impact of adopting ASC 842.
(4) Deferred Tenant Improvements Allowance. SVC funded certain capital projects at the properties we lease under the SVC Leases without an increase in rent payable by us. In connection with SVC's initial capital commitment, we recognized a liability for rent deemed to be related to this capital commitment as a deferred tenant improvements allowance. Prior to the adoption of ASC 842, we amortized the deferred tenant improvements allowance on a straight line basis over the terms of the SVC Leases as a reduction of real estate rent expense. Upon the adoption of ASC 842, the unamortized balance of the deferred tenant improvements allowance was reclassified as a reduction to our operating lease assets as of January 1, 2019.sublease from SVC:
December 31,
20212020
Finance lease assets:
SVC Leases$26,542 $— 
Other15,781 5,224 
Total finance lease assets$42,323 $5,224 
Current finance lease liabilities:
SVC Leases$1,517 $— 
Other2,814 684 
Total current finance lease liabilities$4,331 $684 
Noncurrent finance lease liabilities:
SVC Leases$25,974 $— 
Other13,240 4,579 
Total noncurrent finance lease liabilities$39,214 $4,579 





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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)

(5) Lease Maturities and Other Information
Deferred Rent Obligation
. Pursuant to a rent deferral agreement with SVC, we previously deferredMaturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of December 31, 2010, a total2021, were as follows:
SVC Leases(1)
OtherTotal
Years ended December 31:
2022$269,042 $3,938 $272,980 
2023255,469 2,601 258,070 
2024251,295 1,463 252,758 
2025251,283 1,334 252,617 
2026251,278 995 252,273 
Thereafter1,538,649 2,488 1,541,137 
Total operating lease payments2,817,016 12,819 2,829,835 
Less: present value discount(2)
(1,054,532)(1,939)(1,056,471)
Present value of operating lease liabilities$1,762,484 $10,880 $1,773,364 
(1) Includes rent for properties we sublease from SVC.
(2) The discount rate used to derive the present value of $150,000 of rent payable tounpaid lease payments is based on the rates implicit in the SVC which remained outstandingLeases and our incremental borrowing rate for all other leases.
The weighted average remaining lease term for our operating leases as of December 31, 2018,2021 and 2020, was approximately 11 and 12 years, respectively. Our weighted average discount rate for our operating leases as of December 31, 2021 and 2020, was approximately 9.1%.

During the years ended December 31, 2021 and 2020, we paid $278,506 and $277,229, respectively, for amounts that had been due in 5 installments between 2024 and 2030. Upon the adoption of ASC 842, these future lease payments were included in our calculationthe measurement of our operating lease assets andliabilities.
Maturities of the finance lease liabilities andrelated to the deferred rent obligation was reclassified as a reduction to our operatingamended ground lease assets as of January 1, 2019. In January 2019, as describednoted above and pursuant to theother finance leases that had remaining noncancelable lease terms in excess 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 outstandingone year as of December 31, 2019,2021, were as follows:
SVC Lease (1)
OtherTotal
Years ended December 31:
2022$2,591 $3,274 $5,865 
20232,656 3,262 5,918 
20242,722 2,820 5,542 
20252,790 2,576 5,366 
20262,860 2,576 5,436 
Thereafter22,127 3,179 25,306 
Total finance lease payments35,74617,687 53,433 
Less: present value discount(2)
(8,255)(1,633)(9,888)
Present value of finance lease liabilities$27,491$16,054 $43,545 
(1) Includes rent for properties we sublease from SVC.
(2) The discount rate used to derive the present value of unpaid lease payments is based on our incremental borrowing rate.
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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)

The weighted average remaining lease term for our finance leases as of December 31, 2021 and 2020, was $57,247.approximately 10 and 7 years, respectively. Our weighted average discount rate for our finance leases as of December 31, 2021 and 2020, was approximately 4.3% and 5.9%, respectively.
During the years ended December 31, 2021 and 2020, we paid $3,982 and $244, respectively, for amounts that had been included in the measurement of our finance lease liabilities.
As a Lessor
As of December 31, 2019,2021, we leased 2 travel centers to franchisees. These 2 lease agreements expire in June 2022. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. During the year ended December 31, 2018, we leased 4 travel centers to franchisees, 2 of which expired prior to December 31, 2018. Rent revenues from these operating leases totaled $2,293$2,359 and $3,052$2,312 for the years ended December 31, 20192021 and 2018,2020, respectively. Future minimum lease payments due to us for the 2 leased sites under these operating leases as of December 31, 2019,2021, were $2,287 for each of the years 2020 and 2021 and $1,144$1,190 for 2022. See above for information regarding certain travel centers that we leased from SVC infor which we sublease a portion of the travel centers to third parties to operate other retail operations. We also lease portions of owned properties to third parties to operate other retail operations.

10.9. 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 common 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.
Share Award Plans
On May 19, 2016, our stockholders approved the TravelCenters of America LLC 2016 Equity Compensation Plan, and in 2019, the plan was amended and restated to reflect our conversion to a Maryland corporation and our reverse stock split effective August 1, 2019, which are collectively2019. In June 2021, the plan was amended and restated to increase the number of shares authorized for issuance by 900. The plan as amended, is referred to as the 2016 Plan. Under the terms of the 2016 Plan, 8602,185 shares of common stock have been authorized for issuance under the terms of the 2016 Plan. The 2016 Plan replaced the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, or the 2007 Plan. NaNNo 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 270319 and 175254 shares of common stock under the 2016 Plan during the years ended December 31, 20192021 and 2018,2020, respectively, with aggregate market values of $2,647$14,901 and $3,867,$7,476, respectively, based on the closing prices of our shares of common stock on the Nasdaq on the dates of the awards. During the years ended December 31, 20192021 and 2018,2020, we recognized total stock based compensation expense of $3,441$5,750 and $6,371,$5,215, respectively. During the years ended December 31, 20192021 and 2018,2020, the vesting date fair value of shares of common stock that vested was $1,754$8,832 and $5,147,$6,965, respectively.
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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)

The weighted average grant date fair value of shares of common stock awarded during the years ended December 31, 20192021 and 2018,2020, was $9.78$46.69 and $22.07,$29.44, per share of common stock, respectively. Shares of common stock issued to Directors in that capacity vested immediately and the related stock based compensation expense was recognized on the date of the award. Shares of common stock issued to others in a non-Director capacity vest in five or ten equal annual installments beginning on the date of the award. The related stock based compensation expense was determined based on the market value of our shares of common stock on the date of the award with the aggregate value of the awarded shares of common stock expensed over the period of time over which the stock based payments vest. As of December 31, 2019, 882021, 854 shares of common stock remained available for issuance under the 2016 Plan. As of December 31, 2019,2021, there was a total of $5,293$16,449 of stock based compensation expense related to unvested shares of common stock that will be expensed over a weighted average remaining service period of approximately threefive years. The following table sets forth the number and weighted average grant date fair value of unvested shares of common stock and shares of common stock awarded under the Share Award Plans for the yearyears ended December 31, 2019.2021 and 2020.
 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, 2019412 $18.03 
Granted254 29.44 
Vested(314)21.92 
Forfeited/canceled(3)17.39 
Unvested shares of common stock as of December 31, 2020349 22.83 
Granted319 46.69 
Vested(189)29.26 
Forfeited/canceled(11)27.18 
Unvested shares of common stock as of December 31, 2021468 36.41 
 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  
Treasury Stock Repurchases
Certain recipients of stock awards may elect to have us withhold the number of their vesting shares of common stock with a fair market value sufficient to fund the required tax withholding obligations with respect to their stock awardsawards. The shares that are withheld for tax obligations are not reissued 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.are recorded in additional paid-in capital in our consolidated balance sheets. For the years ended December 31, 20192021 and 2018,2020, we acquired through this share withholding process 43 and the reverse stock split 37 and 8984 shares of common stock, respectively, with an aggregate value of $346$1,994 and $1,744,$1,750, respectively. During the years ended December 31, 2019 and 2018, we retired 37 and 89 shares of treasury stock, $0.001 par value, respectively, with a carrying value of $346 and $1,744, respectively, that reduced our shares of common stock outstanding.

Net Income (Loss) Per Share of Common Stock from Continuing Operations Attributable to Common Stockholders
We calculate basic earnings per share of common stock by dividing net income (loss) from continuing operations available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. The net income (loss) from continuing operations attributable to participating securities is deducted from our net income (loss) from continuing operations attributable to common stockholders to determine the net income (loss) from continuing operations available to common stockholders. We calculate diluted earnings per share of common stock by adjusting weighted average outstanding shares of common stock, assuming conversion of all potentially dilutive stock securities, using the treasury stock method; but we had 0no dilutive stock securities outstanding as of December 31, 2019,2021, nor at any time during the two year period then ended. Unvested shares of common stock issued under our Share Award Plans are deemed participating securities because they participate equally in earnings and losses with all of our other shares of common stock.

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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)

The following table presents a reconciliation of net income (loss) from continuing operationsattributable to common stockholders to net income (loss) from continuing operations available to common stockholders and the related earnings per share of common stock.
 Year Ended December 31,
 20212020
Net income (loss) attributable to common stockholders$58,524 $(13,899)
Less: net income (loss) attributable to participating securities1,349 (422)
Net income (loss) available to common stockholders$57,175 $(13,477)
Weighted average shares of common stock(1)
14,252 10,961 
Basic and diluted net income (loss) per share of common stock attributable to
   common stockholders
$4.01 $(1.23)
 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) 
(1) Reflects the retrospective adjustment related to the reverse stock split completed on August 1, 2019, and excludesExcludes unvested shares of common stock awarded under our Share Award Plans, which shares of common stock are considered participating securities because they participate equally in earnings and losses with all of our other shares of common stock. The weighted average number of unvested shares of common stock outstanding was 316336 and 341344 for the years ended December 31, 20192021 and 2018,2020, respectively.
Underwritten Public Equity Offering

On July 6, 2020, we received net proceeds of $79,980, after $296 of offering costs and $5,124 of underwriting discounts and commissions, from the sale and issuance of 6,100 shares of our common stock in an underwritten public equity offering. We used the net proceeds from this offering to fund deferred maintenance and other capital expenditures necessary to enhance property conditions and implement growth initiatives, for working capital and for general corporate purposes.
11.

10. Income Taxes
We had a tax provision of $4,339$17,263 for the year ended December 31, 2019,2021, and a tax benefit of $1,574$6,178 for the year ended December 31, 2018.2020.
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  

 Year Ended December 31,
 20212020
U.S. federal income tax (provision) benefit using statutory rate$(15,915)$4,427 
State income tax (provision) benefit, net of federal impact(3,204)651 
Benefit of tax credits2,783 2,090 
Nondeductible executive compensation(841)(1,011)
Other, net(86)21 
Total (provision) benefit for income taxes$(17,263)$6,178 
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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)

Components of the (Provision) Benefit For Income Taxes
 Year Ended December 31,
 20212020
Current tax (provision) benefit:  
Federal$— $912 
State(310)(152)
Foreign(4)— 
Total current tax (provision) benefit(314)760 
Deferred tax (provision) benefit:  
Federal(13,990)4,443 
State(2,959)975 
Total deferred tax (provision) benefit(16,949)5,418 
Total (provision) benefit for income taxes$(17,263)$6,178 
 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,
 20212020
Deferred tax assets:  
Tax loss carryforwards$48,847 $57,748 
Tax credit carryforwards40,940 37,539 
Leasing arrangements29,519 30,983 
Reserves25,587 26,828 
Asset retirement obligations1,618 1,425 
Other2,226 160 
Total deferred tax assets before valuation allowance148,737 154,683 
Valuation allowance(2,099)(1,386)
Total deferred tax assets146,638 153,297 
Deferred tax liabilities:  
Property and equipment(110,039)(102,461)
Goodwill and intangible assets(1,887)(1,410)
Other(2,242)— 
Total deferred tax liabilities(114,168)(103,871)
Net deferred tax assets$32,470 $49,426 
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  
At December 31, 2021, we had carryforwards for federal net operating losses, state net operating losses and federal tax credits of $201,245, $142,667 and $40,940, respectively. Although not anticipated, $6,941 and $121,674 of the federal net operating losses are scheduled to expire in 2036 and 2037, respectively, if unused. We anticipate $3,957 of the state net operating losses will expire in 2022; if not utilized, a portion of the state net operating losses may need to be written off; however, a valuation allowance of $273 has been recorded relating to these losses. Federal tax credit carryforwards related to the Foreign Tax Credit of $330 may expire between 2022 and 2024 if unused. We have a valuation allowance against these credits as we do not expect to be able to utilize them before expiration. As of December 31, 20192021 and 2018,2020, we had a total valuation allowance of $1,209$2,099 and $1,310,$1,386, respectively, related to foreign credit carryforwards, state net operating losses and deferred tax assets in foreign jurisdictions due to the uncertainty of their realization. At December 31, 2019, we had carryforwards for federal net operating losses, state net operating losses and federal tax credits of $264,143, $183,561 and $35,624, respectively. Although not anticipated, $3,600 of the federal net operating losses are scheduled to expire in 2030 if unused. We anticipate $81 of the state net operating losses will expire in 2020 and $50 will expire in 2021; if not utilized, a portion of the state net operating losses may need to be written off; however, a valuation allowance relating to these losses has been recorded. Although not anticipated, the remaining state net operating losses are scheduled to begin to expire in 2022 if unused. Federal tax credit carryforwards of $434 may expire between 2021 and 2024 if unused, with the remainder expected to be utilized prior to their expiration beginning in 2030.
The net deferred tax assets presented in the table above are included in other noncurrent assets in our consolidated balance sheets.
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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)

The net deferred tax assets presented in the table above are included in other noncurrent assets in our consolidated balance sheets.
Our U.S. federal income tax returns are subject to tax examinations for the years ended December 31, 2010 and December 31, 2016,2018, through the current period. Our state and Canadian income tax returns are generally subject to examination for the tax years ended December 31, 2015,2017, through the current period. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted by the taxing authorities to the extent the carryforwards are utilized in a subsequent year.

12.11. Equity Investments
As of December 31, 20192021 and 2018,2020, our investment in equity affiliates, which is presented in our consolidated balance sheets in other noncurrent assets, and our proportional share of our investees' net income (loss), which is included in other (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, 2021$23,604 $1,052 $24,656 
As of December 31, 202024,115 3,610 27,725 
Income (loss) from equity investments:
Year ended December 31, 2021$3,088 $(3,895)$(807)
Year ended December 31, 20203,598 (4,986)(1,388)
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) 
(1) Includes our investments in Affiliates Insurance Company, or AIC, and QuikQ LLC, or QuikQ.
Petro Travel Plaza Holdings LLC
Petro Travel Plaza Holdings LLC, or PTP, is a joint venture between us and Tejon Development Corporation that owns 2 travel centers, 3 convenience stores and 1 standalone restaurant in California. We own a 40.0% interest in PTP and we receive a management fee from PTP to operate these locations. We recognized management fee income of $849$1,639 and $1,562$1,506 for the years ended December 31, 20192021 and 2018,2020, respectively, which is included in nonfuel revenues in our consolidated statements of operations and comprehensive income (loss).
QuikQ LLC
QuikQ, an independent full-service fuel payment solutions provider, is a joint venture between us and Love's Travel Stops and& Country Stores, Inc. On April 30, 2021, we reduced our ownership in Epona, LLC, owner of QuikQ, is an independent full-service fuel payment solutions provider. We ownfrom 50% to less than 50%, for which a 50.0% interestpre-tax loss of $1,826 was recognized in QuikQ.other expense, net in our consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2021. The investment will continue to be accounted for under the equity method.
Affiliates Insurance Company
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 connection with itsthe dissolution of AIC on February 13, 2020, we and each ofreceived the other AIC shareholders received afinal capital distribution of $9,000 in December 2019.2021 of $12. See Note 13 for more information regarding our prior investment in AIC.




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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)


Summarized Financial Information
The following table sets forth summarized financial information of our equity investments and does not represent the amounts we have included in our consolidated statements of operations and comprehensive income (loss) in connection with our equity investments.
Year Ended December 31,
20212020
Total revenues$141,796 $89,800 
Cost of goods sold (excluding depreciation)102,857 56,667 
Income from operations112 358 
Net (loss) income(208)9 
Year Ended December 31,
20192018
Total revenues$126,750  $125,448  
Cost of goods sold (excluding depreciation)80,579  87,189  
Income from operations9,259  2,742  
Net 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, 2019,2021, were not impaired given these companies' overall financial condition and earnings trends.

13.12. Business Management Agreement with RMR
We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally, including but not limited to, services related to compliance with various laws and rules applicable to our status as a publicly traded company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like. See Note 1413 for more information regarding our relationship, agreements and transactions with RMR.
Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our fuel gross margin (which is our fuel revenues less our fuel cost of goods sold) plus our total nonfuel revenues. The fee is payable monthly and totaled $13,409$14,037 and $14,570$12,485 for the years ended December 31, 20192021 and 2018,2020, respectively. These amounts are included in selling, general and administrative expense 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, 2020,2022, and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. RMR may terminate the business management agreement upon 120 days' written notice, and we may terminate upon 60 days' written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or do not renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal.
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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)

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 forand we pay to RMR our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its subsidiaries provide management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves our portion of RMR's internal audit costs.Audit. The amounts recognized as expense for RMR internal audit costs allocated to us were $284$255 and $236$281 for the years ended December 31, 20192021 and 2018,2020, respectively. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive income (loss) and are in addition to the business management fees paid to RMR.
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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.
RMR has agreed to provide certain transition services to us for 120 days following termination by us or notice of termination by RMR.

14.13. Related Party Transactions
We have relationships and historical and continuing transactions with SVC, RMR ABP Trust, Adam D. Portnoy and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have directors, trustees or officers who are also our Directors or officers. RMR is a majority owned subsidiary of The RMR Group Inc. The Chair of our Board of Directors and 1 of our Managing Directors, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc. and is a managing director and the president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR. Jonathan M. Pertchik, our other Managing Director and Chief Executive Officer, also serves as an officer and employee of RMR. Certain of our other officers and SVC's officers also serve as officers and employees of RMR. Some of our Independent Directors also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the board and as a managing director or managing trustee of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.
As of December 31, 2021, Mr. Portnoy beneficially owned 659 shares of our common stock (including indirectly through RMR), representing approximately 4.4% of our outstanding shares of common stock. This amount includes 219 shares of our common stock that RMR purchased in our underwritten public equity offering in July 2020 at the public offering price of $14 per share and 105 shares of our common stock that RMR purchased from our former Managing Director and Chief Executive Officer, Andrew J. Rebholz, in September 2020, pursuant to a right of first refusal granted to RMR in connection with Mr. Rebholz's retirement.
Relationship with SVC
We are SVC's largest tenant and SVC is our principal landlord and our second largest stockholder and asstockholder. As of December 31, 2019,2021, SVC owned 6841,185 shares of our common stock, representing approximately 8.2%8.0% of our outstanding shares of common stock.
RMR provides management services to both us and SVC and Adam D. Portnoy, the Chairstock, which amount includes 501 shares of our Boardcommon stock that SVC purchased in our underwritten public equity offering in July 2020 at the public offering price 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 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 SVC.$14 per share. Ethan S. Bornstein, Adam D.Mr. Portnoy's brother-in-law, isserved as an executive officer of SVC.SVC until he resigned on December 31, 2020, in connection with his retirement. See Note 98 for more information about our lease agreements and transactions with SVC.
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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)

Spin-Off Transaction Agreement. In connection with our spin-off from SVC in 2007, we entered a transaction agreement with SVC and RMR, pursuant to which we granted SVC a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted SVC and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which SVC or such other companies invest before we do. We also agreed that for so long as we are a tenant of SVC we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under the SVC Leases; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of certain of our Directors to continue to constitute a majority of our Board of Directors or any such tenant or guarantor. Also, we agreed not to take any action that might reasonably be expected to have a material adverse impact on SVC's ability to qualify as a real estate investment trust and to indemnify SVC for any liabilities it may incur relating to our assets and business.
Lease Arrangements. As of December 31, 2019, we leased from SVC a total of 179 properties under the SVC Leases. We have also engaged in other transactions with SVC, including in connection with the Transaction Agreements. See Notes 3 and 9 for more information about our relationship, agreements and transactions with SVC.
Our Manager, RMR
RMR provides certain services we require to operate our business. We have a business management agreement with RMR to provide management services to us, which relates to various aspects of our business generally. See Note 1312 for more information about our business management agreement with RMR.
Adam D.RMR also provides management services to SVC, and Mr. Portnoy is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of The RMR Group Inc.,also serves as a managing directortrustee and chair of the president and chief executive officerboard of The RMR Group Inc. and an officer and employeetrustees of RMR. Both of our Managing Directors and our Chief Executive Officer, President and Chief Operating Officer, Executive Vice President, Chief Financial Officer and Treasurer, Executive Vice President and General Counsel, and Secretary are officers and employees of RMR. The RMR Group Inc. is the managing member of RMR. As of December 31, 2019, RMR owned 299 shares of our common stock, representing approximately 3.6% of our outstanding shares of common stock. See Note 13 for more information about our relationship with RMR.
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Notes to Consolidated Financial Statements
(dollars and shares in thousands, except par value and per share amounts)

SVC.
Stock Awards to RMR Employees. We award shares of common stock to certain employees of RMR who are not also Directors, officers or employees of ours. During the years ended December 31, 20192021 and 2018,2020, we awarded to such persons a total of 2029 and 1016 of our shares of common stock valued at $184$1,403 and $228,$519, in aggregate, respectively, based upon the closing prices of our shares of common stock on the Nasdaq on the dates the awards were made. These share awards to RMR employees are in addition to the fees we paid to RMR and the stock awards to our Directors, officers and employees (some of whom are also officers and employees of RMR). See Note 109 for more information regarding our stock awards and activity as well as certain stock purchases we made in connection with stock award recipients satisfying tax withholding obligations on vesting stock awards.
Relationship with AIC
We,Until its dissolution on February 13, 2020, we, ABP Trust, SVC and 54 other companies to which RMR provides management services each currently own 14.3% ofowned AIC an Indiana insurance company.in equal portions.
We and the other AIC shareholders historically participated in a combined property insurance program arranged and reinsured in part by AIC. The policies under that program expired onAIC until 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 $2,502 and $1,721, respectively, in connection with this insurance program for the policy years ended June 30, 2019 and 2018, respectively.2019.
Our investment in AIC had a carrying value of $298 and $8,632$12 as of December 31, 2019 and 2018, respectively. These amounts are2020. This amount is included in other noncurrent assets in our consolidated balance sheets. We recognized income of $575 and $516$0 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 stockholders 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 years ended December 31, 2019 and 2018, respectively. Our other comprehensive loss attributable to common stockholders for the 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 total premiums paid for insurance arranged by AIC. As a result of the property insurance program having been discontinued, AIC has not occurred fees payable to RMR since that time.
AIC is in the process of dissolving. See Note 12 for more information regarding our investment in AIC.
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 premiumsreceived the final capital distribution in December 2021 of $122$12.
Retirement and $157 in the years ended December 31, 2019 and 2018, respectively, for these policies.
Executive Officer RetirementsSeparation Arrangements
In December 2019, we and RMR entered into a retirement agreement with our former Managing Director and Chief Executive Officer, Andrew J.Mr. Rebholz. Pursuant to his retirement agreement, Mr. Rebholz will continuecontinued to serve, through June 30, 2020, as a non-executive employee in order to assist in transitioning his duties and responsibilities to his successor. Under Mr. Rebholz’sRebholz's retirement agreement, consistent with past practice, we will continue to paypaid Mr. Rebholz his current annual base salary of $300 until June 30, 2020, and we paid Mr. Rebholz a cash bonus in respect of 2019 in the amount of $1,000 in December 2019. Subject to the satisfaction of certain other conditions, after his retirement on June 30, 2020, we will make2019, and an additional cash payment to Mr. Rebholz in the amount of $1,000 in June 2020, and we fully accelerateaccelerated the vesting of any of our unvested shares of our common stock previously awarded to Mr. Rebholz.
In February 2020, we and RMR entered into a separation agreement with our former Executive Vice President, Chief Financial Officer and Treasurer, William E. Myers. Pursuant to his separation agreement, in 2020, we paid Mr. Myers $300 and fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Myers.

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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)

PursuantSale of Property
In May 2021, we sold a property located in Mesquite, Texas to his retirement agreement, Mr. Rebholz granted usIndustrial Logistics Properties Trust, or our nomineeILPT, for a first rightsales price of refusal in the event he determines to sell any$2,200, excluding selling costs of our shares of 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 10 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,$15. RMR may elect to purchase such shares of common stock at the price offered to us. Mr. Rebholz also agreed that, as long as he owns our shares of common stock, he will vote those shares of common stock at stockholders’ meetings in favor of nominees for director and proposals recommended by the Board.
Mr. Rebholz’s retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Mr. Rebholz’s retirement agreement also contains certain terms relating to RMR and other companies to which RMR or its affiliate provides management services.
In November 2017, we entered intoservices to ILPT and Mr. Portnoy serves as the chair of the board of trustees and as a retirement agreement with our then Managing Director, President and Chief Executive Officer, Thomas M. O’Brien. Mr. O’Brien resigned those positionsmanaging trustee of ILPT. The gain on December 31, 2017, and he remained a non-executive employeesale of ours until June 30, 2018,assets of $1,504 was included in accordance with his retirement agreement. Duringother operating expense (income), net for the year ended December 31, 2018, we accelerated the vesting of previously granted stock awards and made an additional cash payment to Mr. O'Brien resulting in additional compensation expense of $3,571.2021.

15.14. Contingencies
Environmental Contingencies
Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the SVC Leases, we generally have agreed to indemnify SVC for any environmental liabilities related to properties that we lease from SVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. We have entered into certain other arrangements in which we have agreed to indemnify third parties for environmental liabilities and expenses resulting from our operations.
From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we have received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement and for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.
At December 31, 2019,2021, we had an accrued liability of $2,441$3,229 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $574,$606, resulting in an estimated net amount of $1,867$2,623 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations.
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Notes to Consolidated Financial Statements
(dollars and shares in thousands, except par value and per share amounts)

We currently have insurance of up to $20,000 per incident and up to $20,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles, whichdeductibles. Our current insurance policy expires in June 2021. However,2024 and we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.
We cannot predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that a material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.

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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)

Legal Proceedings
We are routinely involved in various legal and administrative proceedings incidental to the ordinary course of business, including commercial disputes, employment related claims, wage and hour claims, premises liability claims and tax audits among others. We do not expect that any litigation or administrative proceedings in which we are presently involved, or of which we are aware, will have a material adverse effect on our business, financial condition, results of operations or cash flows.
On April 5, 2019, 2 plaintiffs filed a class action complaint against us in Ohio state court alleging that certain credit
15. Inventory
Inventory as of December 31, 2021 and debit card receipts printed by us included more information than permitted by the Fair and Accurate Credit Transactions Act. The complaint did not seek any actual damages, but plaintiffs sought statutory damages for the individual plaintiffs and members2020, consisted of the class, as well as declaratory relief, punitive damages, attorneys' fees and costs. In June 2019, we filed a motion to dismiss. On July 5, 2019, plaintiffs filed an amended complaint, which added a request for injunctive relief and on August 2, 2019, we filed a renewed motion to dismiss. After briefing by the parties, on November 13, 2019, the Ohio state court granted our motion and entered a judgment dismissing the case.following:
December 31,
 20212020
Nonfuel products$146,313 $143,440 
Fuel products45,530 29,390 
Total inventory$191,843 $172,830 


16. InventoryReorganization Plan
Inventory atOn April 30, 2020, we committed to and initiated a reorganization plan, or the Reorganization Plan, to improve the efficiency of our operations. As part of the Reorganization Plan, we reduced our headcount and eliminated certain positions. For the year ended December 31, 20192020, we recognized Reorganization Plan costs of $4,288, which are comprised primarily of severance, outplacement services, stock based compensation expense associated with the accelerated vesting of previously granted stock awards for certain employees and 2018, consistedfees for recruitment of the following:
December 31,
 20192018
Nonfuel products$161,560  $163,302  
Fuel products35,051  33,419  
Total inventory$196,611  $196,721  
certain executive positions. These Reorganization Plan costs are recorded as selling, general and administrative expense in our consolidated statement of operations and comprehensive income (loss). As of December 31, 2021, there were no remaining payments outstanding.

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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)

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, 202023, 2022 By: /s/ William E. MyersPeter J. Crage
   Name:William E. MyersPeter J. Crage
   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.
Signature Title Date
     
/s/ Jonathan M. Pertchik Managing Director and Chief Executive Officer
(Principal Executive Officer)		 February 25, 202023, 2022
Jonathan M. Pertchik
/s/ William E. MyersPeter J. Crage Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer and
Principal Accounting Officer)		 February 25, 202023, 2022
William E. MyersPeter J. Crage
/s/ Michael J. BartonSenior Vice President and Chief Accounting Officer (Principal Accounting Officer)February 23, 2022
Michael J. Barton
/s/ Adam D. Portnoy Managing Director February 25, 202023, 2022
Adam D. Portnoy
/s/ Barbara D. Gilmore Independent Director February 25, 202023, 2022
Barbara D. Gilmore
/s/ Lisa Harris Jones Independent Director February 25, 202023, 2022
Lisa Harris Jones
/s/ Joseph L. Morea Independent Director February 25, 202023, 2022
Joseph L. Morea
/s/ Rajan PenkarIndependent DirectorFebruary 23, 2022
Rajan Penkar
/s/ Elena PoptodorovaIndependent DirectorFebruary 23, 2022
Elena Poptodorova


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