10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33274

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

Delaware	20-5701514
(State or Other Jurisdiction of Incorporation or	(I.R.S. Employer Identification No.)
Organization)

24601 Center Ridge Road, Suite 200, Westlake, OH  44145-5639

(Address of Principal Executive Offices)

(440) 808-9100

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Number of Common Shares outstanding at August 5, 2013: 29,570,141 common shares.

TRAVELCENTERS OF AMERICA LLC

FORM 10-Q

June 30, 2013

INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2013 and December 31, 2012	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three months ended June 30, 2013 and 2012	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the six months ended June 30, 2013 and 2012	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
	Warning Concerning Forward Looking Statements	30
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 6.	Exhibits	35
SIGNATURE		36

As used herein the terms “we”, “us”, “our” and “TA” include TravelCenters of America LLC and its consolidated subsidiaries unless otherwise expressly stated or the context otherwise requires.

Part I.  Financial Information

Item 1.  Financial Statements

TravelCenters of America LLC

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)

	June 30,			December 31,
	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	135,091		$	35,189
Accounts receivable (less allowance for doubtful accounts of $1,776 as of June 30, 2013, and $1,516 as of December 31, 2012)	179,084			106,273
Inventories	192,404			191,006
Other current assets	56,075			61,020
Total current assets	562,654			393,488
Property and equipment, net	609,444			576,512
Goodwill and intangible assets, net	24,571			20,041
Other noncurrent assets	33,414			28,240
Total assets	$	1,230,083		$	1,018,281
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	209,387		$	143,605
Current HPT Leases liabilities	31,557			28,354
Other current liabilities	143,078			111,168
Total current liabilities	384,022			283,127
Noncurrent HPT Leases liabilities	344,750			351,135
Senior Notes due 2028	110,000			—
Other noncurrent liabilities	32,579			30,585
Total liabilities	871,351			664,847
Commitments and contingencies
Shareholders’ equity:
Common shares, no par value, 31,683,666 shares authorized at June 30, 2013, and December 31, 2012, and 29,570,141 and 29,536,466 shares issued and outstanding at June 30, 2013, and December 31, 2012, respectively	606,965			605,106
Accumulated other comprehensive income	893			1,299
Accumulated deficit	(249,126		)	(252,971		)
Total shareholders’ equity	358,732			353,434
Total liabilities and shareholders’ equity	$	1,230,083		$	1,018,281

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

TravelCenters of America LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

	Three Months Ended
	June 30,
	2013			2012
Revenues:
Fuel	$	1,635,400		$	1,689,007
Nonfuel	380,041			348,743
Rent and royalties	3,313			3,757
Total revenues	2,018,754			2,041,507
Cost of goods sold (excluding depreciation):
Fuel	1,545,588			1,592,870
Nonfuel	171,938			154,414
Total cost of goods sold (excluding depreciation)	1,717,526			1,747,284
Operating expenses:
Site level operating	190,646			176,088
Selling, general & administrative	24,482			24,366
Real estate rent	52,104			49,347
Depreciation and amortization	14,025			12,405
Total operating expenses	281,257			262,206
Income from operations	19,971			32,017
Income from equity investees	723			662
Acquisition costs	(205		)	(316		)
Interest income	307			360
Interest expense	(4,430		)	(2,482		)
Income before income taxes	16,366			30,241
Provision for income taxes	382			389
Net income	$	15,984		$	29,852
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes of $(85) and $(50), respectively	(199		)	(127		)
Equity interest in investee’s unrealized loss on investments	(73		)	(3		)
Other comprehensive income (loss)	(272		)	(130		)
Comprehensive income	$	15,712		$	29,722
Net income per share:
Basic and diluted	$	0.54		$	1.04

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

TravelCenters of America LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

	Six Months Ended
	June 30,
	2013			2012
Revenues:
Fuel	$	3,260,507		$	3,372,200
Nonfuel	709,235			656,897
Rent and royalties	6,363			7,279
Total revenues	3,976,105			4,036,376
Cost of goods sold (excluding depreciation):
Fuel	3,093,767			3,207,617
Nonfuel	317,303			291,184
Total cost of goods sold (excluding depreciation)	3,411,070			3,498,801
Operating expenses:
Site level operating	374,579			346,225
Selling, general & administrative	47,709			47,533
Real estate rent	103,988			98,845
Depreciation and amortization	27,248			24,264
Total operating expenses	553,524			516,867
Income from operations	11,511			20,708
Income from equity investees	1,159			462
Acquisition costs	(320		)	(458		)
Interest income	542			582
Interest expense	(8,495		)	(4,994		)
Income before income taxes	4,397			16,300
Provision for income taxes	552			633
Net income	$	3,845		$	15,667
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes of $(138) and $(3), respectively	(325		)	(4		)
Equity interest in investee’s unrealized loss on investments	(81		)	(4		)
Other comprehensive income (loss)	(406		)	(8		)
Comprehensive income	$	3,439		$	15,659
Net income per share:
Basic and diluted	$	0.13		$	0.54

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

TravelCenters of America LLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended
	June 30,
	2013			2012
Cash flows from operating activities:
Net income	$	3,845		$	15,667
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash rent expense	(4,400		)	(4,806		)
Share based compensation expense	1,859			1,095
Depreciation and amortization expense	27,248			24,264
Income from equity investees	(1,159		)	(462		)
Distribution from equity investee	—			2,000
Amortization of deferred financing costs	325			175
Deferred income tax provision	180			208
Provision for doubtful accounts	128			14
Changes in assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(73,102		)	(24,364		)
Inventories	(476		)	4,217
Other current assets	6,079			4,160
Accounts payable and other current liabilities	101,063			57,965
Other, net	1,431			167
Net cash provided by operating activities	63,021			80,300
Cash flows from investing activities:
Proceeds from sales of improvements to HPT	43,694			18,065
Proceeds from asset sales	39			111
Acquisitions of businesses, net of cash acquired	(27,887		)	(17,830		)
Capital expenditures	(84,703		)	(68,392		)
Net cash used in investing activities	(68,857		)	(68,046		)
Cash flows from financing activities:
Proceeds from sale/leaseback transactions with HPT	1,535			—
Proceeds from Senior Notes issuance	110,000			—
Sale/leaseback financing obligation payments	(1,022		)	(1,098		)
Payment of deferred financing fees	(4,749		)	(22		)
Net cash provided by (used in) financing activities	105,764			(1,120		)
Effect of exchange rate changes on cash	(26		)	(3		)
Net increase in cash	99,902			11,131
Cash and cash equivalents at the beginning of the period	35,189			118,255
Cash and cash equivalents at the end of the period	$	135,091		$	129,386
Supplemental disclosure of cash flow information:
Interest paid (including rent classified as interest)	$	6,882		$	4,781
Income taxes paid (net of refunds)	$	685		$	950

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

1.Basis of Presentation, Business Description and Organization

TravelCenters of America LLC, which we refer to as the Company or we, us and our, operates and franchises primarily travel centers under the “TravelCenters of America,” “TA” or related brand names, or the TA brand, and the “Petro Stopping Centers” and “Petro” brand names, or the Petro brand, and other brand names along the U.S. interstate highway system.  Our customers include long haul trucking fleets and their drivers, independent truck drivers and motorists.

At June 30, 2013, our geographically diverse business included 247 locations in 42 U.S. states and in Canada.  As of June 30, 2013, we operated 214 of these locations, which we refer to as Company operated sites, and our franchisees operated 33 of these locations. Of our 247 locations at June 30, 2013, we owned 30, we leased or managed 190 from or for others, including 185 that we leased from Hospitality Properties Trust, or HPT, and franchisees owned or leased 27 from others.  We sublease to franchisees six locations we lease from HPT.

Our travel centers include over 25 acres of land on average and typically offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants, travel and convenience stores and various other driver amenities.  We also collect rents, royalties and other fees from our franchisees.

We manage our business on the basis of one operating segment and, therefore, have one reportable segment. Our locations sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar groups of customers. We make specific disclosures concerning fuel and nonfuel products and services because it facilitates our discussion of trends and operational initiatives within our business and industry.  We have only a single travel center located in a foreign country, Canada, and, we do not consider the revenues and assets related to our operations in Canada to be material to us.

The accompanying condensed consolidated financial statements are unaudited.  These unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements.  The disclosures do not include all the information necessary for complete financial statements in accordance with GAAP.  These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, or our Annual Report.  In the opinion of our management, all adjustments, which include normal recurring adjustments, considered necessary for a fair presentation have been included.  All material intercompany transaction and balances have been eliminated.  While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.  For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

We have reclassified certain prior year amounts between real estate rent and depreciation and amortization to be consistent with the current year presentation.  The total amounts of prior year operating expenses are unchanged.

Recently Issued Accounting Pronouncements

In January 2013, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to report, in one place, information about reclassifications out of accumulated other comprehensive income, or AOCI. Companies are also required to present details of reclassifications in the disclosure of changes in AOCI balances. The update is effective for interim and annual reporting periods beginning after December 15, 2012. The implementation of this update did not cause any changes to our condensed consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which requires the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  This update is effective for fiscal years and interim reporting periods beginning after December 15, 2013.  Early adoption is permitted.  We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

5

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

2.Earnings Per Share

Unvested shares issued under our share award plan are deemed participating securities because they participate equally in earnings with all of our other common shares.  The following table presents a reconciliation from net income to the net income available to common shareholders and the related earnings per share.

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Net income, as reported	$	15,984	$	29,852	$	3,845	$	15,667
Less: net income attributable to participating securities	992		1,711		239		899
Net income available to common shareholders	$	14,992	$	28,141	$	3,606	$	14,768
Weighted average common shares(1)	27,716,024		27,144,909		27,707,211		27,134,194
Basic and diluted net income per share	$	0.54	$	1.04	$	0.13	$	0.54

(1)Excludes the unvested shares granted under our share award plan, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shareholders.  The weighted average number of unvested shares outstanding for the three months ended June 30, 2013 and 2012, was 1,834,847 and 1,650,413, respectively.  The weighted average number of unvested shares outstanding for the six months ended June 30, 2013 and 2012, was 1,836,368 and 1,650,970, respectively.

3.Inventories

Inventories consisted of the following:

	June 30,		December 31,
	2013		2012
Nonfuel products	$	149,097	$	144,025
Fuel products	43,307		46,981
Total inventories	$	192,404	$	191,006

4.Acquisitions

During the first half of 2013, we acquired for cash the assets at six locations for an aggregate of approximately $27,948, and we accounted for these transactions as business combinations.  Two of these locations were purchased from franchisees.  We have included the results of the acquired sites in our condensed consolidated financial statements from their respective dates of acquisition.  The pro forma impact of including the results of operations of the acquired business from the beginning of the period is not material to our results of operations.  The following table summarizes the amounts assigned, based on their fair values, to the assets we acquired and liabilities we assumed in the business combinations described above.  The estimates of fair values for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional information during the respective measurement periods (up to one year from the acquisition date).

Cash	$	61
Inventories	962
Other current assets	7
Property and equipment	22,239
Goodwill	5,077
Other noncurrent assets	295
Other current liabilities	(279		)
Other noncurrent liabilities	(414		)
Total purchase price	$	27,948

6

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

During the three and six months ended June 30, 2013, we incurred and charged to expense $205 and $320, respectively, of acquisition costs related to our acquisition activity. 

5.Senior Notes

On January 15, 2013, we issued at par of $110,000 aggregate principal amount of our 8.25% Senior Notes, or the Senior Notes, in an underwritten public offering.  The Senior Notes are our senior unsecured obligations. The Senior Notes bear interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2013. The Senior Notes will mature (unless previously redeemed) on January 15, 2028. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the Senior Notes by paying 100% of the principal amount of the Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.  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.  Total expenses of the offering of $4,914 were capitalized as deferred financing costs, which are included in other noncurrent assets in our condensed consolidated balance sheet.

We estimate that the fair value of our Senior Notes was $115,280 based on the trading price (a Level 1 input) of our Senior Notes on or about June 30, 2013.  The fair value of the Senior Notes exceeds the book value because the Senior Notes were trading at a premium to their par value.

6.Accumulated Other Comprehensive Income

Accumulated other comprehensive income at June 30, 2013, consisted of the following:

	Foreign  currency  translation  adjustment			Equity interest in investee’s  unrealized gain  (loss) on  investments			Accumulated  other  comprehensive  income
Balance at December 31, 2012	$	1,200		$	99		$	1,299
Foreign currency translation adjustment, net of tax of $(138)	(325		)	—			(325		)
Equity interest in investee’s unrealized loss on investments	—			(81		)	(81		)
Other comprehensive income (loss), net of tax	(325		)	(81		)	(406		)
Balance at June 30, 2013	$	875		$	18		$	893

7.Related Party Transactions

Relationship with HPT

HPT was our parent company until 2007 and is our principal landlord and our largest shareholder.  We were created as a separate public company in 2007 as a result of a spin off from HPT.  As of June 30, 2013, HPT owned 2,540,000 of our common shares, representing approximately 8.6% of our outstanding common shares.  One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT.  Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is also a trustee of HPT, and Mr. Barry Portnoy’s son-in-law is an executive officer of HPT.  Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, was a former executive officer of HPT.  In addition, one of our Independent Directors, Mr. Arthur Koumantzelis, was a trustee of HPT at the time we were created; Mr. Koumantzelis resigned and ceased to be a trustee of HPT shortly before he joined our Board of Directors in 2007.

We have two leases with HPT, the TA Lease and the Petro Lease, pursuant to which we lease 185 locations from HPT.  Our TA Lease is for 145 locations that we operate primarily under the “TravelCenters of America” or “TA” brand names.  Our Petro Lease is for 40 locations that we operate under the “Petro” brand name.  The TA Lease expires on December 31, 2022.  The Petro Lease expires on June 30, 2024, and may be extended by us for up to two additional periods of 15 years each.  We have the right to use the

7

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

“TA”, “TravelCenters of America” and other trademarks, which are owned by HPT, during the term of the TA Lease.  We refer to the TA Lease and Petro Lease collectively as the HPT Leases.

The HPT Leases are “triple net” leases that require us to pay all costs incurred in the operation of the leased locations, including personnel, utilities, acquiring inventories, providing services to customers, insurance, paying real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those locations at which HPT leases the property and subleases it to us.  We also are required to generally indemnify HPT for certain environmental matters and for liabilities which arise during the terms of the leases from ownership or operation of the leased locations.  In addition, we are obligated to pay HPT at lease expiration an amount equal to an estimate of the cost of removing underground storage tanks on the leased sites.

Effective February 2012, the annual rent amount payable under the TA Lease increased by $5,000 pursuant to the final fixed rent increase included in the HPT Leases.  Accordingly, under the current terms of the HPT Leases, our rent payments to HPT will not increase except as a result of percentage rent and rent related to sales to HPT of improvements we make to properties we lease from HPT, as further described in the following paragraphs, or in the event HPT acquires and leases other properties to us.

Effective January 2012, we began to incur percentage rent payable to HPT under the TA Lease, and effective January 2013, we began to incur percentage rent payable to HPT under the Petro Lease.  Percentage rent under the HPT Leases is based on the excess of our fuel and nonfuel revenues over the applicable base year periods.  The percentage rent is paid to HPT quarterly in arrears.  HPT has agreed to waive the first $2,500 of percentage rent that may become due under the Petro Lease.  The total amount of percentage rent we recognized as expense during the three and six months ended June 30, 2013 and 2012, was $593 and $1,282 and $326 and $1,055, respectively.  The amount of percentage rent that would have been payable under the Petro Lease for the three and six months ended June 30, 2013, was $102 and $217, respectively; because these amounts were waived, we did not recognize them as an expense in the three and six months ended June 30, 2013.

Under the HPT Leases, we may request that HPT purchase certain approved renovations, improvements and equipment at the leased locations in return for increases in our minimum annual rent according to the following formula: the minimum rent per year will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%.  During the six months ended June 30, 2013, pursuant to the terms of the HPT Leases, we sold to HPT $45,229 of improvements we made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by approximately $3,844.  As of June 30, 2013, our property and equipment balance included $5,757 for similar improvements we have made to HPT owned sites that we intend to request that HPT purchase from us for an increase in future rent; however, HPT is not obligated to purchase these improvements.

8

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

The following table summarizes the various amounts related to the HPT Leases and leases with other lessors that are reflected in real estate rent expense in our condensed consolidated statements of operations and comprehensive income.

	Three Months EndedJune 30,						Six Months EndedJune 30,
	2013			2012			2013			2012
Cash payments for rent under the HPT Leases	$	53,473		$	51,713		$	107,125		$	102,897
Accrued estimated percentage rent not yet paid	584			208			584			208
Straight line rent adjustments	(523		)	(1,013		)	(900		)	(1,134		)
Sale/leaseback financing obligation amortization	(512		)	(549		)	(1,022		)	(1,098		)
Rent payments recognized as interest expense	(1,743		)	(1,810		)	(3,484		)	(3,620		)
Deferred leasehold improvements allowance amortization	(1,692		)	(1,692		)	(3,384		)	(3,384		)
Amortization of deferred gain on sale/leaseback transactions	(77		)	(17		)	(153		)	(34		)
Rent expense related to HPT Leases	49,510			46,840			98,766			93,835
Rent paid to others (1)	2,591			2,453			5,198			4,847
Straight line rent adjustments for other leases	3			54			24			163
Total real estate rent expense	$	52,104		$	49,347		$	103,988		$	98,845

(1)Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.

The following table summarizes the various amounts related to the HPT Leases that are included in our balance sheets.

	June 30,		December 31,
	2013		2012
Current HPT Leases liabilities:
Accrued rent	$	17,974	$	17,092
Current portion of sale/leaseback financing obligation (1)	2,162		2,038
Current portion of straight line rent accrual (2)	4,346		2,149
Current portion of deferred gain on sale/leaseback transactions (3)	306		306
Current portion of deferred tenant improvements allowance (4)	6,769		6,769
Total Current HPT Leases liabilities	$	31,557	$	28,354
Noncurrent HPT Leases liabilities:
Deferred rent obligation (5)	$	150,000	$	150,000
Sale/leaseback financing obligation (1)	82,584		82,195
Straight line rent accrual (2)	51,996		55,233
Deferred gain on sale/leaseback transactions (3)	2,639		2,792
Deferred tenant improvements allowance (4)	57,531		60,915
Total Noncurrent HPT Lease liabilities	$	344,750	$	351,135

(1)Sale/leaseback Financing Obligation.  GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheet the leased assets at thirteen of the locations previously owned by our predecessor that we now lease from HPT because we subleased more than a minor portion of those locations to third parties, and one location did not qualify for operating lease treatment for other reasons.  Accordingly, we recorded the leased assets at these locations at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale/leaseback financing obligation in our consolidated balance sheet.  In addition, sales to HPT of improvements at these locations are accounted for as sale/leaseback financing transactions and these liabilities are increased by the amount of proceeds we receive from HPT.  We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale/leaseback financing obligation and a portion as interest expense in our consolidated statements of operations and comprehensive income.  We determined the allocation of these rent payments to the liability and to interest expense using the effective interest method.  During 2012, the subleases at four of these locations were terminated, qualifying the related locations for sale leaseback accounting and reducing this liability.  The amounts allocated to interest expense were $1,743 and

9

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

$1,810 for the three months ended June 30, 2013 and 2012, respectively, and $3,484 and $3,620 for the six months ended June 30, 2013 and 2012, respectively.

(2)Straight Line Rent Accrual.  The TA Lease included scheduled rent increases over the lease term, as do certain of the leases for properties we sublease from HPT and pay the rent directly to HPT’s landlords.  Also, under our leases with HPT, we are obligated to pay to HPT at lease expiration an amount equal to an estimate of the asset retirement obligation we would have if we owned the underlying assets.  We recognize the effects of scheduled rent increases and the future payment to HPT for asset retirement obligations in real estate rent expense over the lease terms on a straight line basis, with offsetting entries to this accrual balance.

(3)Deferred Gain on Sale/Leaseback Transactions.  Under GAAP, the gain or loss from the sale portion of a sale/leaseback transaction is deferred and amortized into real estate rent expense on a straight line basis over the term of the lease.

(4)Deferred Tenant Improvements Allowance.  HPT committed to fund up to $125,000 of capital projects at the sites we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the rent deemed to be related to this tenant improvements allowance.  This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those payments.  We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of real estate rent expense.

(5)Deferred Rent Obligation.  Pursuant to a rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT.  The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024.  This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us.

On April 15, 2013, we entered an agreement with Equilon Enterprises LLC doing business as Shell Oil Products US, or Shell, pursuant to which Shell has agreed to construct a network of natural gas fueling lanes at up to 100 of our travel centers located along the U.S. interstate highway system, including locations we lease from HPT.  In connection with that agreement, on April 15, 2013, we and HPT amended the HPT Leases to revise the calculation of percentage rent payable by us under the HPT Leases, with the intended effect that the amount of percentage rent be unaffected by the type of fuel sold, whether diesel fuel or natural gas.  That amendment also made certain administrative changes.  Also on that date, in order to facilitate our agreement with Shell, HPT entered into a subordination, non-disturbance and attornment agreement with Shell, whereby HPT agreed to recognize Shell’s license and other rights with respect to the natural gas fueling lanes at our HPT leased locations on certain conditions and in certain circumstances.

On July 1, 2013, HPT purchased land that was previously leased by HPT from a third party and subleased to us under the TA Lease.  Effective as of that date rents due to that third party and our reimbursement of those rents to HPT under the terms of the TA Lease ceased.  Also on that date, we and HPT amended the TA Lease to reflect our direct lease from HPT of that land and certain minor properties adjacent to existing travel centers included in the TA Lease purchased by HPT and to increase annual rent by 8.5% of HPT’s total investment in these properties, or $537.

Relationship with RMR

Reit Management & Research LLC, or RMR, provides business management and shared services to us pursuant to a business management and shared services agreement, or our business management agreement.  RMR also provides building management services to us for our headquarters building pursuant to a property management agreement.  Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, including HPT.  One of our Managing Directors, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR.  Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is an owner of RMR and serves as President, Chief Executive Officer and a director of RMR.  Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, is also an Executive Vice President of RMR.  Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are Senior Vice Presidents of RMR.  HPT’s executive officers are officers of RMR.  A majority of our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR or its affiliates provide management services.  Mr. Barry Portnoy serves as a managing director or managing trustee of those companies,

10

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

including HPT, and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies, including HPT.  In addition, officers of RMR serve as officers of those companies.

Pursuant to our business management agreement and property management agreement with RMR, we recognized aggregate fees of $2,899 and $2,762 for the three months ended June 30, 2013 and 2012, respectively, and $5,416 and $5,114 for the six months ended June 30, 2013 and 2012, respectively.  These amounts are included in selling, general and administrative expenses in our condensed consolidated financial statements.

Relationship with AIC

We, RMR, HPT and five other companies to which RMR provides management services each currently own 12.5% of Affiliates Insurance Company, or AIC, an Indiana insurance company.   All of our Directors, all of the trustees and directors of the other publicly held AIC shareholders and nearly all of the directors of RMR currently serve on the board of directors of AIC.  RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC.  As of June 30, 2013, we have invested $5,229 in AIC since its formation in November 2008.  Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC.  Our investment in AIC had a carrying value of $5,703 and $5,629 as of June 30, 2013 and December 31, 2012, respectively.  We recognized income of $79 and $76 for the three months ended June 30, 2013 and 2012, respectively, and $155 and $121 for the six months ended June 30, 2013 and 2012, respectively, related to our investment in AIC.  We and the other shareholders of AIC have purchased property insurance providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts.  This program was modified and extended in June 2013 for a one year term and we paid a premium, including taxes and fees, of $2,743 in connection with that renewal, which amount may be adjusted from time to time as we acquire or dispose of properties that are included in that program.  We periodically consider the possibilities for expanding our insurance relationships with AIC to include other types of insurance and may in the future participate in additional insurance offerings AIC may provide or arrange.  We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so.  By participating in this insurance business with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by possibly reducing our insurance expenses or by realizing our pro-rata share of any profits of this insurance business.

Relationship with PTP

PTP is a joint venture between us and Tejon Development Corporation, or Tejon, which owned the land on which PTP has built two travel centers in California.  We own a 40% interest in PTP and operate the two locations PTP owns for which we receive management and accounting fees.  The carrying value of the investment in PTP as of June 30, 2013 and December 31, 2012, was $16,336 and $15,332, respectively.  We recognized management and accounting fee income of $200 for each of the three months ended June 30, 2013 and 2012, and $400 for each of the six months ended June 30, 2013 and 2012.  At June 30, 2013 and December 31, 2012, we had a net payable to PTP of $373 and $575, respectively.  We recognized income of $644 and $586 during the three months ended June 30, 2013 and 2012, respectively, and $1,004 and $341 during the six months ended June 30, 2013 and 2012, respectively, related to this investment.  In June 2012, we received a $2,000 distribution from PTP that represented a return on our investment; accordingly, this distribution is included in cash provided by operating activities in the accompanying statement of cash flows.

8.Commitments and Contingencies

Commitments

As of June 30, 2013, we had entered an agreement to acquire a location for approximately $1,512.  We expect to complete the acquisition of this location in August 2013, but this purchase is subject to conditions and may not occur, may be delayed or its terms may change.

Guarantees

In the normal course of our business we periodically enter into agreements that contain guarantees or indemnification provisions.  While we cannot estimate the maximum amount to which we may be exposed under these agreements, we do not believe that any potential guaranty or indemnification is likely to have a material adverse effect on our consolidated financial position or results of operations.

11

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

We offer a warranty of our workmanship in our truck service facilities; the annual warranty expense and corresponding liability are not material to us.

Environmental Matters

Extensive environmental laws regulate our operations and properties.  These laws may require us to investigate and clean up hazardous substances, including petroleum 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.  We use both underground storage tanks and above ground storage tanks to store petroleum products and waste 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 our leases, we generally have agreed to indemnify HPT for any environmental liabilities related to locations that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the locations.

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 received, and may receive, 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 insurance or other third party reimbursement or for which we have not previously recorded a reserve, 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 June 30, 2013, we had a gross accrued liability of $8,965 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $2,331, resulting in an estimated net amount of $6,634 that we expect to need to fund in the future.  We do not have a reserve for unknown current or potential future environmental matters.  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.  We cannot precisely know the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, based on our current knowledge we do not expect that our net costs for such matters to be incurred at our locations, individually or in the aggregate, would be material to our financial condition or results of operations.

We have insurance of up to $10,000 for certain environmental liabilities at certain of our locations that were known at the time the policies were issued, and up to $40,000 for certain environmental liabilities not known by us at the time the policies were issued, subject, in each case, to certain limitations and deductibles.  However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

While the costs of our environmental compliance in the past have not had a material adverse impact on us, it is impossible to 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 material liability will not be imposed on us in the future.  If we discover additional environmental problems, 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.  In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters may be adopted or administered and enforced differently in the future, which could require us to expend significant amounts.  For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor vehicle gasoline and diesel fuel, could negatively impact our business.  Further, legislation and regulations that limit carbon emissions also may cause our energy costs at our locations to increase.

Legal Proceedings

In May 2010, the California Attorney General commenced litigation on behalf of the California State Water Resources Control Board against various defendants, including us, HPT TA Properties Trust (which is a subsidiary of HPT), PTP and Tejon in

12

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

the Superior Court of California for Alameda County seeking unspecified civil penalties and injunctive relief for alleged violations of underground storage tank laws and regulations at various facilities in Kern and Merced Counties, which alleged violations do not include release of contamination into the environment.  On July 26, 2010, the California Attorney General voluntarily dismissed this litigation against us and the other named defendants, and on September 2, 2010, refiled its complaint against the same defendants in the Superior Court of California for Merced County, seeking unspecified civil penalties and injunctive relief.  We have denied the material allegations in the complaint and asserted various affirmative defenses.  The parties are currently engaged in settlement negotiations.  We intend to defend this lawsuit if a settlement is not reached.  Under the TA Lease and our expired lease agreement with Tejon for a location that was closed in 2009, we are liable to indemnify HPT TA Properties Trust and Tejon for any liabilities, costs and expenses they incur in connection with this litigation.  We have accrued an estimated loss for this matter and believe that the additional amount of loss we may realize, if any, upon the ultimate resolution of this matter in excess of the amount we have accrued will not be material to us.

Beginning in December 2006, a series of class action lawsuits was filed against numerous companies in the petroleum industry, including our predecessor and our subsidiaries, in U.S. district courts in over 20 states.  Major petroleum refiners and retailers were named as defendants in one or more of these lawsuits.  The plaintiffs in the lawsuits generally allege that they are retail purchasers who purchased motor fuel at temperatures greater than 60 degrees Fahrenheit at the time of sale.  One theory alleges that the plaintiffs purchased smaller amounts of motor fuel than the amount for which defendants charged them because the defendants measured the amount of motor fuel they delivered by volumes which, at higher temperatures, contain less energy.  A second theory alleges that fuel taxes are calculated in temperature adjusted 60 degree gallons and are collected by governmental agencies from suppliers and wholesalers, who are reimbursed in the amount of the tax by the defendant retailers before the fuel is sold to consumers.  These “tax” cases allege that, when the fuel is subsequently sold to consumers at temperatures above 60 degrees, the retailers sell a greater volume of fuel than the amount on which they paid tax, and therefore reap unjust benefit because the customers pay more tax than the retailer pays.  A third theory, advanced more recently in connection with plaintiffs’ request for class certification, alleges that all purchasers of fuel at any temperature are harmed because the defendants do not use equipment that adjusts for temperature or disclose the temperature of fuel being sold, and thereby deprive customers of information they allegedly require to make an informed purchasing decision.  We believe that there are substantial factual and legal defenses to the theories alleged in these so called “hot fuel” lawsuits.  The “temperature” cases seek nonmonetary relief in the form of an order requiring the defendants to install devices that display the temperature of the fuel and/or temperature correcting equipment on their retail fuel pumps and monetary relief in the form of damages, but the plaintiffs have not quantified the damages they seek.  The “tax” cases also seek monetary relief.  Plaintiffs have proposed a formula (which we dispute) to measure these damages as the difference between the amount of fuel excise taxes paid by defendants and the amount collected by defendants on motor fuel sales.  Plaintiffs have taken the position in filings with the Court that under this approach, our damages for an eight-year period for one state would be approximately $10,700.  We deny liability and disagree with the plaintiffs’ positions.  All of these cases have been consolidated in the U.S. District Court for the District of Kansas pursuant to multi-district litigation procedures.  On May 28, 2010, that Court ruled that, with respect to two cases originally filed in the U.S. District Court for the District of Kansas, it would grant plaintiffs’ motion to certify a class of plaintiffs seeking injunctive relief (implementation of fuel temperature equipment and/or posting of notices regarding the effect of temperature on fuel).  On January 19, 2012, the Court amended its prior ruling, and certified a class with respect to plaintiffs’ claims for damages as well.  A TA entity was named in one of those two Kansas cases, but the Court ruled that the named plaintiffs were not sufficient to represent a class as to TA.  TA was thereafter dismissed from the Kansas case, and TA entities have been dismissed voluntarily from several other cases as well.  Several defendants in the Kansas cases, including major petroleum refiners, have entered into multi-state settlements.  Following a September 2012 trial against the remaining defendants in the Kansas cases, the jury returned a unanimous verdict in favor of those Kansas defendants, and the judge likewise ruled in the Kansas defendants’ favor on the sole non-jury claim.  In early 2013, the Court announced its intention to remand three cases originally filed in federal district courts in California back to their original courts.  A TA entity is named in one of these three California cases.  Recently, the Court severed one defendant from these California cases and announced that the cases would proceed with respect to that defendant, and would be stayed as to all others, including TA.  On April 9, 2013, the Court granted plaintiffs’ motion for class certification in the California cases.  The class is limited to the “liability” and injunctive aspects of plaintiffs’ claims, leaving the question of relief in the form of damages for a second phase of the trial.  The Court has not issued a decision on class certification or motions for summary judgment with respect to the remaining cases that have been consolidated in the multi-district litigation.  We cannot estimate our ultimate exposure to loss or liability, if any, related to these lawsuits, but, the continued costs to defend these cases could be significant.

On April 6, 2009, five independent truck stop owners, who are plaintiffs in a purported class action suit against Comdata Network, Inc., or Comdata, in the U.S. District Court for the Eastern District of Pennsylvania, filed a motion to amend their complaint to add us as a defendant, which was allowed on March 25, 2010.  The amended complaint also added as defendants Ceridian Corporation, Pilot Travel Centers LLC and Love’s Travel Stops & Country Stores, Inc.  Comdata markets fuel cards which are used for payments by trucking companies at truck stops.  The amended complaint alleged antitrust violations arising out of Comdata’s

13

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

contractual relationships with truck stops in connection with its fuel cards.  The plaintiffs have sought unspecified damages and injunctive relief.  On March 24, 2011, the Court dismissed the claims against TA in the amended complaint, but granted plaintiffs leave to file a new amended complaint.  Four independent truck stop owners, as plaintiffs, filed a new amended complaint against us on April 21, 2011, repleading their claims.  On May 6, 2011, we renewed our motion to dismiss the complaint with prejudice while discovery otherwise proceeded.  The Court denied our renewed motion to dismiss on March 29, 2012, and we filed an answer to the complaint on April 30, 2012.  The Court has set a schedule that provides that trial shall begin on August 4, 2014.  We believe that there are substantial factual and legal defenses to the plaintiffs’ claims against us.  We cannot estimate our ultimate exposure to loss or liability, if any, related to this lawsuit, but the continued costs to defend this case could be significant.

In February 2012, Riverside County in the State of California performed its annual inspection of the underground storage tank systems at one of our sites and subsequently asserted that we were in violation of state laws and regulations governing the operation of those systems.  On June 3, 2013, the Superior Court of Riverside County approved a settlement agreement between us and Riverside County which resolved all of Riverside County’s claims regarding the alleged violations of underground storage tank laws at the subject site.  In addition, we simultaneously resolved our claims for indemnification from third parties. We recorded in 2012 an expense with respect to this matter of $26, which is net of our receipt of third party indemnification payments.

In addition to the legal proceedings referenced above, we are routinely involved in various other legal and administrative proceedings, including tax audits incidental to the ordinary course of our business, none of which we expect, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash flows.

9.Income Taxes

Because we do not have sufficient history of generating taxable income we do not currently recognize in our income tax provision the future benefit of all of our deferred tax assets, including the tax benefit associated with our loss carry forwards from prior years.  We will continue to assess our ability to generate taxable income during future periods in which our deferred tax assets may be realized.  If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statement of operations and comprehensive income, which will affect our results of operations.  As a result of certain trading in our shares during 2007, our 2007 federal net operating loss of $50,346 and other tax credit carry forwards are generally not available to us for the purpose of offsetting future taxable income because of certain Internal Revenue Code provisions regarding changes in ownership of our common shares.  As of December 31, 2012, we had an unrestricted federal net operating loss carry forward of approximately $109,795.  Our federal net operating loss carryforward and tax credits and the majority of our state net operating loss carry forwards will begin to expire in 2027.  Certain of our other state net operating loss carry forwards began to expire in 2012.  In addition, certain states have temporarily suspended the use of net operating loss carry forwards.

For the three months ended June 30, 2013 and 2012, we recognized tax expense of $382 and $389, respectively, which included tax expense of $287 and $232, respectively, for certain state taxes based on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $96 and $52 in the second quarter of 2013 and 2012, respectively, related to a noncash deferred liability arising from foreign currency translation adjustments that do not offset our deferred tax assets and from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.

For the six months ended June 30, 2013 and 2012, we recognized tax expense of $552 and $633, respectively, which included tax expense of $372 and $424, respectively, for certain state taxes based on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $180 and $104 in the first six months of 2013 and 2012, respectively, related to a noncash deferred liability arising from foreign currency translation adjustments that do not offset our deferred tax assets and from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.

In measuring our deferred tax assets, we considered 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 our 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.  The more negative evidence that exists, the more positive evidence is necessary and the more difficult it is to support a conclusion that a valuation allowance is unnecessary.  In order to assess the likelihood of realizing the benefit of these deferred tax assets, we are required to rely on our projections of future income.  We believe that our history of losses coupled with the fact that we have a short history of operating profits that is limited to 2011 and 2012, creates sufficient negative evidence such that we are unable to conclude that realization of the benefit is more likely than not.  As a result, we have concluded that it is appropriate to maintain a full valuation allowance against our net deferred tax assets

14

TravelCenters of America LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share amounts)

until our profitability becomes more predictable.  We may reverse some or all of the valuation allowance when we believe that we will more likely than not realize the benefit of our deferred tax assets.  At that time, we will record deferred tax assets as an income tax benefit in our consolidated statements of operations and comprehensive income, which will affect our results of operations.  If our profitability realized during the past two years continues, our estimates and assumptions regarding the valuation allowance may change in the future.

10.Other Information

Interest expense consisted of the following:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Interest related to our Senior Notes and Credit Facility	$	2,742		$	533	$	5,115		$	1,071
HPT rent classified as interest	1,743			1,810		3,484			3,620
Amortization of deferred financing costs	170			88		325			175
Capitalized interest	(316		)	—		(641		)	—
Other	91			51		212			128
Interest expense	$	4,430		$	2,482	$	8,495		$	4,994

We capitalize a portion of the interest expense incurred on our Senior Notes that is attributable under GAAP to our more significant construction projects over the duration of the construction period.

15

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview (dollars in thousands)

The following discussion should be read in conjunction with the financial statements included elsewhere in this Quarterly Report on Form 10-Q, or this Quarterly Report, and in our Annual Report.

Our revenues and income are subject to potentially material changes as a result of the market prices and availability of fuel.  These factors are subject to the worldwide petroleum products supply chain, which historically has incurred price and supply volatility and, in some cases, shocks as a result of, among other things, severe weather, terrorism, political crises, wars and other military actions and variations in demand, which are often the result of changes in the macroeconomic environment.  Over the past few years there has been significant volatility in the cost of fuel.  During the first half of 2012, fuel prices generally declined due to global economic concerns, including economic conditions in Europe.  However, during the third quarter of 2012 fuel prices generally rose due to tensions in the Middle East and economic stimulus programs in Europe and elsewhere.  During the fourth quarter of 2012, fuel prices declined and at the end of 2012 were near the prices we experienced at the end of 2011.  During the first quarter of 2013, prices generally declined and were at a lower level than the prices experienced during the first quarter of 2012.  During the second quarter of 2013, fuel prices again rose and at the end of the second quarter of 2013 approximated the prices we experienced at the end of the second quarter of 2012.  Also, recent gains in fuel supplies and sources within the United States and Canada have helped to maintain relative market price stability, but as export markets and capabilities increase for fuel that price stabilization factor may be less effective.  We expect that changes in our costs for fuel products can largely be passed on to our customers, but often there are delays in passing on price changes that can affect our fuel gross margins.  Although other factors have an effect, during periods of rising fuel commodity prices fuel gross margins per gallon tend to be lower than they otherwise may have been, and during periods of falling fuel commodity prices fuel gross margins per gallon tend to improve.  Also, fuel price increases and volatility can have negative effects on our sales and profitability and increase our working capital requirements.  We expect that the fuel markets will continue to be volatile for the foreseeable future.  For more information about fuel market risks that may affect us and our approaches for mitigating those risks, see Part II, Item 4, “Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report and Part II, Item 7A, “Qualitative and Quantitative Disclosures About Market Risk” in our Annual Report.

The condition of the U.S. economy generally, and the financial condition and activity of the trucking industry in the U.S. specifically, impacted our financial results during the first half of 2013, and we expect that they will continue to impact our financial results in future periods.  The trucking industry is the primary customer for our goods and services.  Freight and trucking demand in the U.S. historically generally reflects the level of commercial activity in the U.S. economy. During 2012 and the first half of 2013, the U.S. economy generally slowly improved and the financial condition and activity level in the trucking industry similarly slowly improved, but these improvements appear to be uneven and may not effect all market participants equally.  We believe these trends have generally promoted increased sales of our fuel and nonfuel products and services from the levels during the recent recession.  However, the trend towards improved fuel efficiency of motor vehicle engines and other fuel conservation practices employed by trucking companies continues to reduce the demand for diesel fuel that might otherwise exist for a given level of trucking miles driven.  Reflecting these and other factors, our nonfuel revenues in the first half of 2013 increased on a same site basis over the prior year, but fuel sales volumes on a same site basis for the 2013 first half declined compared to the prior year and the level of fuel sales volume continues to be below that experienced before the recent U.S. economic recession which we believe began to impact the trucking industry in late 2007.  Despite the year over year declines in fuel sales volumes, our fuel gross margins per gallon for the 2013 first half increased slightly on a same site basis over the prior year, although they declined on a same site basis year over year for the second quarter of 2013.  We believe this trend primarily is attributable to market conditions and our continued focus on managing our fuel pricing to balance sales volume and profitability considerations.

The decline in net income that we experienced during the three and six month periods ended June 30, 2013, as compared to the same periods of the prior year is largely attributable to increases in depreciation and amortization and the cost of financing attributable largely to the capital projects and acquisitions we made during 2012 and 2013; the operations at many of the 20 locations acquired during those periods have not yet reached the stabilized levels we currently expect.

We believe that recent U.S. economic data has been mixed and the strength and sustainability of any economic expansion is uncertain.  If the U.S. economy continues to operate as it has over the past few years or if it worsens, our financial results may not improve and may decline, resulting in our experiencing losses.

There can be no assurance that industry conditions will not deteriorate or that any one or more of the risks identified under the sections “Risk Factors,” “Warning Concerning Forward Looking Statements” or elsewhere in our Annual Report; under the section “Warning Concerning Forward Looking Statements” or elsewhere in this Quarterly Report; or some other unidentified risk will not manifest itself in a manner which is material and adverse to our results of operations, cash flow or financial position.

16

Number of Sites

The following table summarizes the changes in the number of sites (company operated and franchisee operated) from December 31, 2011 through June 30, 2013:

				Franchisee
				Owned
	Company	Franchisee		and
	Operated	Operated		Operated		Total
Number of locations at December 31, 2011	194	10		33		237
January - June 2012 Activity:
Acquired locations	3	—		—		3
Acquisition of franchised locations	1	—		(1	)	—
Number of locations at June 30, 2012	198	10		32		240
July - December 2012 Activity:
Acquired locations	3	—		—		3
Acquisition of franchised locations	7	(4	)	(3	)	—
Number of locations at December 31, 2012	208	6		29		243
January — June 2013 Activity:
Acquired locations	4	—		—		4
Acquisition of franchised locations	2	—		(2	)	—
Number of locations at June 30, 2013	214	6		27		247

Operating Segment

We manage our business on the basis of one operating segment. Please refer to the consolidated financial statements included in Item 1 of this Quarterly Report for revenue, operating profit and asset data. We have only a single travel center located in a foreign country, Canada, and we consider the revenues and assets related to our operations in Canada to be not material to us. The following table sets forth the composition of our total revenues by type for the three and six month periods ended June 30, 2013 and 2012.

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenues:
Fuel	81.0	%	82.7	%	82.0	%	83.5	%
Nonfuel	18.8	%	17.1	%	17.8	%	16.3	%
Rent and royalties from franchisees	0.2	%	0.2	%	0.2	%	0.2	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%

Relevance of Fuel Revenues

Due to volatile pricing of fuel products and our pricing to fuel customers, we believe that fuel revenue is not a reliable basis for analyzing our results of operations from period to period.  As a result solely of changes in commodity fuel prices, our fuel revenue may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volumes or in fuel gross margin per gallon.  We consider fuel volumes and fuel gross margin to be better measures of comparative performance than fuel revenues.  However, fuel pricing and revenues can materially impact our working capital requirements; see “Liquidity and Capital Resources” below.

17

Results of Operations (dollars in thousands)

Three months ended June 30, 2013 compared to June 30, 2012

The following table presents changes in our operating results for the three months ended June 30, 2013, as compared with the three months ended June 30, 2012.

	Three Months Ended June 30,						$			%
(dollars in thousands)	2013			2012			Change			Change
Revenues:
Fuel	$	1,635,400		$	1,689,007		$	(53,607	)	(3.2	)%
Nonfuel	380,041			348,743			31,298			9.0	%
Rent and royalties	3,313			3,757			(444		)	(11.8	)%
Total revenues	2,018,754			2,041,507			(22,753		)	(1.1	)%
Cost of goods sold (excluding depreciation):
Fuel	1,545,588			1,592,870			(47,282		)	(3.0	)%
Nonfuel	171,938			154,414			17,524			11.3	%
Total cost of goods sold (excluding depreciation)	1,717,526			1,747,284			(29,758		)	(1.7	)%
Operating expenses:
Site level operating expenses	190,646			176,088			14,558			8.3	%
Selling, general & administrative expense	24,482			24,366			116			0.5	%
Real estate rent	52,104			49,347			2,757			5.6	%
Depreciation and amortization expense	14,025			12,405			1,620			13.1	%
Total operating expenses	281,257			262,206			19,051			7.3	%
Income from operations	19,971			32,017			(12,046		)	(37.6	)%
Income from equity investees	723			662			61			9.2	%
Acquisition costs	(205		)	(316		)	111			(35.1	)%
Interest income	307			360			(53		)	(14.7	)%
Interest expense	(4,430		)	(2,482		)	(1,948		)	78.5	%
Income before income taxes	16,366			30,241			(13,875		)	(45.9	)%
Provision for income taxes	382			389			(7		)	(1.8	)%
Net income	$	15,984		$	29,852		$	(13,868	)	(46.5	)%

18

Same Site Comparisons. As part of the discussion and analysis of our operating results we refer to increases and decreases in results on a same site basis.  For purposes of these comparisons, we include a location in the following same site comparisons only if we continuously operated it from April 1, 2012, through June 30, 2013, or, for rent and royalty revenues, if during that period the location was continuously operated by one of our franchisees.  We do not exclude locations from the same site comparisons as a result of expansions in their size, capital improvements to the site or changes in the services offered.  The table below excludes the data of two locations TA operates that are owned by a joint venture and one company operated site that was temporarily closed during parts of the period.

										% Change
	Three Months Ended June 30,						$			Favorable/
(gallons and dollars in thousands)	2013			2012			Change			(Unfavorable)
Number of company operated locations	192			192			—			—
Fuel: (1)
Fuel sales volume (gallons)	482,022			500,122			(18,100		)	(3.6	)%
Fuel revenues	$	1,512,711		$	1,600,826		$	(88,115	)	(5.5	)%
Fuel gross margin	$	84,594		$	95,670		$	(11,076	)	(11.6	)%
Fuel gross margin per gallon	$	0.175		$	0.191		$	(0.016	)	(8.4	)%
Nonfuel: (1)
Nonfuel revenues	$	359,389		$	347,284		$	12,105		3.5	%
Nonfuel gross margin	$	196,657		$	193,542		$	3,115		1.6	%
Nonfuel gross margin percentage	54.7		%	55.7		%				(100	)pts
Total gross margin	$	281,251		$	289,212		$	(7,961	)	(2.8	)%
Site level operating expenses (1)	$	178,720		$	173,436		$	5,284		3.0	%
Site level operating expenses as a percentage of nonfuel revenues(1)	49.7		%	49.9		%				20	pts
Site level gross margin in excess of site level operating expenses(1)	$	102,531		$	115,776		$	(13,245	)	(11.4	)%
Number of franchisee operated locations	33			33			—			—
Rent and royalty revenues	$	3,218		$	2,709		$	509		18.8	%

(1)Includes fuel volume, gross margin, revenues and expenses of locations that were company operated during the entirety of each of the periods presented.

Revenues.  Revenues for the three month period ended June 30, 2013, were $2,018,754, which represented a decrease from the quarter ended June 30, 2012, of $22,753, or 1.1%, primarily resulting from a decrease in fuel revenue partially offset by an increase in nonfuel revenue.

Fuel revenues for the quarter ended June 30, 2013, were $1,635,400, a decrease of $53,607, or 3.2%, compared to the same period in 2012.  The table below shows the changes in fuel revenues between periods that resulted from price and volume changes:

19

	Gallons		Fuel
(gallons and dollars in thousands)	Sold		Revenues
Results for three months ended June 30, 2012	528,923		$	1,689,007
Decrease due to petroleum products price changes	—		(28,836		)
Decrease due to same site volume changes	(18,100	)	(56,721		)
Increase due to locations opened	27,638		86,654
Decrease in wholesale sales	(605	)	(1,909		)
Decrease in sales to franchisees on a wholesale basis	(16,770	)	(52,795		)
Net change from prior year period	(7,837	)	(53,607		)
Results for three months ended June 30, 2013	521,086		$	1,635,400

The decrease in fuel revenue resulted largely from declines in same site sales volume, in fuel sales volume on a wholesale basis to franchisees and lower market prices for fuel, partially offset by sales volume growth due to sites we acquired since April 1, 2012.  On a same site basis, fuel sales volume for our company operated locations decreased by 18,100 gallons, or 3.6%, during the three months ended June 30, 2013, compared to the same period in 2012.  We believe that the trend of improved fuel efficiency of heavy truck engines and other fuel conservation efforts by trucking customers and our decision to avoid certain lower margin fuel sales contributed to decreased same site fuel sales volume despite the slight and slow improvement in the U.S. economy.  The decreased level of sales volume to franchisees resulted from the sublease renewals we entered into with our franchisees in the second half of 2012 that increased our rent revenue but eliminated the requirement that these subtenants purchase diesel fuel from us.

Nonfuel revenues for the three months ended June 30, 2013, were $380,041, an increase of $31,298, or 9.0%, compared to the same period in 2012.  The majority of the change between periods resulted from an increase in revenues at those sites we acquired since April 1, 2012, but also reflected a same site nonfuel revenue increase.  On a same site basis for our company operated sites, nonfuel revenues increased by $12,105, or 3.5%, during the three months ended June 30, 2013, compared to the same period in 2012.  We believe the same site nonfuel revenue increase reflects increased customer spending due to increased customer traffic, certain price increases we have instituted as a result of increased prices we paid for nonfuel inventory purchases and the effects of certain of our marketing initiatives.

Rent and royalty revenues for the three months ended June 30, 2013, were $3,313, a decrease of $444, or 11.8%, compared to the same period in 2012.  Rent and royalties decreased largely as a result of our acquisitions during 2012 and 2013 of ten franchise locations that we now operate.  This decrease was partially offset by increased rents that became effective during the second half of 2012 at six sites we sublease to franchisees.

Cost of goods sold (excluding depreciation). Cost of goods sold for the three months ended June 30, 2013, was $1,717,526, a decrease of $29,758, or 1.7%, compared to the same period in 2012.  Fuel cost of goods sold for the quarter ended June 30, 2013, of $1,545,588 decreased by $47,282, or 3.0%, compared to the same period in 2012.  This decrease in fuel cost of goods sold primarily resulted from the decrease in same site fuel sales volumes and the decrease in fuel sold to franchisees on a wholesale basis, partially offset by sales volume growth due to sites we acquired during 2012 and 2013.  The fuel gross margin per gallon of $0.175 on a same site basis for the three months ended June 30, 2013, was $0.016 per gallon lower than for the same period of 2012, primarily as a result of variations in market prices for fuel and market conditions within our industry.

Nonfuel cost of goods sold for the three months ended June 30, 2013, was $171,938, an increase of $17,524, or 11.3%, compared to the same period in 2012.  Nonfuel cost of goods sold increased primarily due to the nonfuel sales increases noted above, combined with increases in product unit costs.  Nonfuel gross margin for the three months ended June 30, 2013, was $208,103, compared to $194,329 during the same period of 2012.  Nonfuel gross margin was 54.8% and 55.7% of nonfuel revenues during the second quarters of 2013 and 2012, respectively.  The nonfuel gross margin percentage decreased largely as a result of a change in the mix of products and services sold, as well as increases in our cost for tires that were not passed on in higher sales prices charged to our customers.

Site level operating expenses.  Site level operating expenses for the three months ended June 30, 2013, were $190,646, an increase of $14,558, or 8.3%, compared to the same period in 2012.  The increase in site level operating expenses was primarily due to the locations we acquired during 2012 and 2013, including $590 of start up expenses at these sites.

On a same site basis for our company operated sites, site level operating expenses increased by $5,284, or 3.0%, for the three months ended June 30, 2013, compared to the same period in 2012, primarily due to labor costs that increased as the level of nonfuel sales grew and increased utilities expenses.  Site level operating expenses as a percentage of nonfuel revenues on a same site basis for the quarter ended June 30, 2013, were 49.7%, compared to 49.9% for the same period in 2012.  The decrease in operating expenses as

20

a percentage of nonfuel revenues on a same site basis was because certain of our expenses are fixed, or otherwise do not vary directly with sales so that increases in our nonfuel revenues did not result in corresponding increases in site level operating expenses.

Selling, general and administrative expenses.  Selling, general and administrative expenses for the three months ended June 30, 2013, were $24,482, compared to $24,366 during the same period of 2012.  Increases in personnel costs, including a $475 increase in share based compensation as a result of the increased market prices of our common shares, were largely offset by a decrease in litigation expenses.

Real estate rent expense.  Rent expense for the three months ended June 30, 2013, was $52,104, an increase of $2,757 compared to the same period in 2012 that is attributable to rent increases related to improvements sold to HPT since April 1, 2012 and increases in percentage rent recognized under the HPT Leases based on increases in 2013 fuel and nonfuel revenues over base amounts.

Depreciation and amortization expense.  Depreciation and amortization expense for the three months ended June 30, 2013, was $14,025, an increase of $1,620, or 13.1%, compared to the same period in 2012, that primarily resulted from the location acquisitions and other capital investments we completed (and did not subsequently sell to HPT) during 2012 and 2013.

Interest expense.  Interest expense for the three months ended June 30, 2013, was $4,430, an increase of $1,948 compared to the same period in 2012.  The increase was primarily due to the issuance of our Senior Notes in January 2013 and consisted of the following:

	Three Months Ended June 30,					$
(dollars in thousands)	2013			2012		Change
Interest related to our Senior Notes and Credit Facility	$	2,742		$	533	$	2,209
HPT rent classified as interest	1,743			1,810		(67		)
Amortization of deferred financing costs	170			88		82
Capitalized interest	(316		)	—		(316		)
Other	91			51		40
Total interest expense	$	4,430		$	2,482	$	1,948

We capitalize a portion of the interest expense incurred on our Senior Notes that is attributable under GAAP to our more significant construction projects over the duration of the construction period.

Income tax provision.  Our provision for income taxes was $382 and $389 for the three month periods ended June 30, 2013 and 2012, respectively.  We do not currently recognize the benefit of all of our deferred tax assets, including the tax benefit associated with our tax loss carry forwards from prior years, but our tax loss carry forwards do offset any federal and certain state income tax associated with our current taxable income.  Our income tax provision represents certain minimum income based state taxes payable without regard to our tax loss carry forwards as well as the recognition of deferred tax liabilities that cannot be used to reduce existing deferred tax assets related to the tax amortization of indefinite lived intangible assets and to foreign currency translation adjustments.

21

Six months ended June 30, 2013 compared to June 30, 2012

The following table presents changes in our operating results for the six months ended June 30, 2013, as compared with the six months ended June 30, 2012.

	Six Months Ended June 30,						$			%
(dollars in thousands)	2013			2012			Change			Change
Revenues:
Fuel	$	3,260,507		$	3,372,200		$	(111,693	)	(3.3	)%
Nonfuel	709,235			656,897			52,338			8.0	%
Rent and royalties	6,363			7,279			(916		)	(12.6	)%
Total revenues	3,976,105			4,036,376			(60,271		)	(1.5	)%
Cost of goods sold (excluding depreciation):
Fuel	3,093,767			3,207,617			(113,850		)	(3.5	)%
Nonfuel	317,303			291,184			26,119			9.0	%
Total cost of goods sold (excluding depreciation)	3,411,070			3,498,801			(87,731		)	(2.5	)%
Operating expenses:
Site level operating expenses	374,579			346,225			28,354			8.2	%
Selling, general & administrative expense	47,709			47,533			176			0.4	%
Real estate rent	103,988			98,845			5,143			5.2	%
Depreciation and amortization expense	27,248			24,264			2,984			12.3	%
Total operating expenses	553,524			516,867			36,657			7.1	%
Income from operations	11,511			20,708			(9,197		)	(44.4	)%
Income from equity investees	1,159			462			697			150.9	%
Acquisition costs	(320		)	(458		)	138			(30.1	)%
Interest income	542			582			(40		)	(6.9	)%
Interest expense	(8,495		)	(4,994		)	(3,501		)	70.1	%
Income before income taxes	4,397			16,300			(11,903		)	(73.0	)%
Provision for income taxes	552			633			(81		)	(12.8	)%
Net income	$	3,845		$	15,667		$	(11,822	)	(75.5	)%

22

Same Site Comparisons. As part of the discussion and analysis of our operating results we refer to increases and decreases in results on a same site basis.  For purposes of these comparisons, we include a location in the following same site comparisons only if we continuously operated it from January 1, 2012, through June 30, 2013, or, for rent and royalty revenues, if during that period the location was continuously operated by one of our franchisees.  We do not exclude locations from the same site comparisons as a result of expansions in their size, capital improvements to the site or changes in the services offered.  The table below excludes the data of two locations TA operates that are owned by a joint venture and one company operated site that was temporarily closed during parts of the period.

										% Change
	Six Months Ended June 30,						$			Favorable/
(gallons and dollars in thousands)	2013			2012			Change			(Unfavorable)
Number of company operated locations	191			191			—			—
Fuel: (1)
Fuel sales volume (gallons)	943,299			984,615			(41,316		)	(4.2	)%
Fuel revenues	$	3,026,024		$	3,193,318		$	(167,294	)	(5.2	)%
Fuel gross margin	$	158,089		$	163,230		$	(5,141	)	(3.1	)%
Fuel gross margin per gallon	$	0.168		$	0.166		$	0.002		1.2	%
Nonfuel: (1)
Nonfuel revenues	$	670,585		$	653,442		$	17,143		2.6	%
Nonfuel gross margin	$	370,485		$	363,870		$	6,615		1.8	%
Nonfuel gross margin percentage	55.2		%	55.7		%				(50	)pts
Total gross margin	$	528,574		$	527,100		$	1,474		0.3	%
Site level operating expenses (1)	$	347,442		$	339,244		$	8,198		2.4	%
Site level operating expenses as a percentage of nonfuel revenues(1)	51.8		%	51.9		%				10	pts
Site level gross margin in excess of site level operating expenses(1)	$	181,132		$	187,856		$	(6,724	)	(3.6	)%
Number of franchisee operated locations	33			33			—			—
Rent and royalty revenues	$	6,204		$	5,230		$	974		18.6	%

(1)Includes fuel volume, gross margin, revenues and expenses of locations that were company operated during the entirety of each of the periods presented.

Revenues.  Revenues for the six month period ended June 30, 2013, were $3,976,105, which represented a decrease from the six months ended June 30, 2012, of $60,271, or 1.5%, primarily resulting from a decrease in fuel revenue partially offset by an increase in nonfuel revenue.

Fuel revenues for the six months ended June 30, 2013, were $3,260,507, a decrease of $111,693, or 3.3%, compared to the same period in 2012.  The table below shows the changes in fuel revenues between periods that resulted from price and volume changes:

23

	Gallons		Fuel
(gallons and dollars in thousands)	Sold		Revenues
Results for six months ended June 30, 2012	1,041,624		$	3,372,200
Decrease due to petroleum products price changes	—		(31,038		)
Decrease due to same site volume changes	(41,316	)	(132,369		)
Increase due to locations opened	50,715		162,271
Decrease in wholesale sales	(1,027	)	(3,358		)
Decrease in sales to franchisees on a wholesale basis	(33,197	)	(107,199		)
Net change from prior year period	(24,825	)	(111,693		)
Results for six months ended June 30, 2013	1,016,799		$	3,260,507

The decrease in fuel revenue resulted largely from declines in same site sales volume, in fuel sales volume on a wholesale basis to franchisees and lower market prices for fuel, partially offset by sales volume growth due to sites we acquired during 2012 and 2013.  On a same site basis, fuel sales volume for our company operated locations decreased by 41,316 gallons, or 4.2%, during the six months ended June 30, 2013, compared to the same period in 2012.  We believe that the trend of improved fuel efficiency of heavy truck engines and other fuel conservation efforts by trucking customers and our decision to avoid certain lower margin fuel sales contributed to decreased same site fuel sales volume despite the slight and slow improvement in the U.S. economy.  The decreased level of sales volume to franchisees resulted from the sublease renewals we entered into with our franchisees in the second half of 2012 that increased our rent revenue but eliminated the requirement that these subtenants purchase diesel fuel from us.

Nonfuel revenues for the six months ended June 30, 2013, were $709,235, an increase of $52,338, or 8.0%, compared to the same period in 2012.  The majority of the change between periods resulted from an increase in revenues at those sites we acquired during 2012 and 2013, but also reflected a same site nonfuel revenue increase.  On a same site basis for our company operated sites, nonfuel revenues increased by $17,143, or 2.6%, during the six months ended June 30, 2013, compared to the same period in 2012.  We believe the same site nonfuel revenue increase reflects increased customer spending due to increased customer traffic, certain price increases we have instituted as a result of increased prices we paid for nonfuel inventory purchases and the effects of certain of our marketing initiatives.

Rent and royalty revenues for the six months ended June 30, 2013, were $6,363, a decrease of $916, or 12.6%, compared to the same period in 2012.  Rent and royalties decreased largely as a result of our acquisitions during 2012 and 2013 of ten franchise locations that we now operate.  This decrease was partially offset by increased rents at six sites we sublease to franchisees that became effective during the second half of 2012.

Cost of goods sold (excluding depreciation). Cost of goods sold for the six months ended June 30, 2013, was $3,411,070, a decrease of $87,731, or 2.5%, compared to the same period in 2012.  Fuel cost of goods sold for the six months ended June 30, 2013, of $3,093,767 decreased by $113,850, or 3.5%, compared to the same period in 2012.  This decrease in fuel cost of goods sold primarily resulted from the decrease in same site fuel sales volumes and the decrease in fuel sold to franchisees on a wholesale basis partially offset by sales volume growth due to sites we acquired during 2012 and 2013.  The fuel gross margin per gallon of $0.168 on a same site basis for the six months ended June 30, 2013, was $0.002 per gallon higher than for the same period of 2012, primarily as a result of variations in market prices for fuel and market conditions within our industry.  In addition, on January 2, 2013, the American Taxpayer Relief Act of 2012 became law and reinstated retroactively to January 1, 2012, the “Blender’s Credit for Biodiesel and Renewable Diesel”.  This credit had previously expired on December 31, 2011, and, accordingly, we did not recognize any benefit related to it in our 2012 operating results.  The reinstatement of this credit has entitled us to receive $3,334 of refunds related to certain fuel purchases made during 2012.  We recognized this amount in our operating results for the first quarter of 2013 as a reduction of our fuel cost of goods sold.

Nonfuel cost of goods sold for the six months ended June 30, 2013, was $317,303, an increase of $26,119, or 9.0%, compared to the same period in 2012.  Nonfuel cost of goods sold increased primarily due to the nonfuel sales increases noted above, combined with increases in product unit costs.  Nonfuel gross margin for the six months ended June 30, 2013, was $391,932, compared to $365,713 during the same period of 2012.  Nonfuel gross margin was 55.3% and 55.7% of nonfuel revenues during the first six months of 2013 and 2012, respectively.  The nonfuel gross margin percentage decreased largely as a result of a change in the mix of products and services sold, as well as increases in our cost of tires that were not passed on in higher sales prices charged to our customers.

24

Site level operating expenses.  Site level operating expenses for the six months ended June 30, 2013, were $374,579, an increase of $28,354, or 8.2%, compared to the same period in 2012.  The increase in site level operating expenses was primarily due to the locations we acquired during 2012 and 2013, including $879 of start up expenses at these sites.

On a same site basis for our company operated sites, site level operating expenses increased by $8,198, or 2.4%, for the six months ended June 30, 2013, compared to the same period in 2012, primarily due to labor costs that increased as the level of nonfuel sales grew and increased utilities expenses and insurance costs, including property and general liability premiums and claims.  Site level operating expenses as a percentage of nonfuel revenues on a same site basis for the six months ended June 30, 2013, were 51.8%, compared to 51.9% for the same period in 2012.  The decrease in operating expenses as a percentage of nonfuel revenues on a same site basis was because certain of our expenses are fixed, or otherwise do not vary directly with sales so that increases in our nonfuel revenues did not result in corresponding increases in site level operating expenses.

Selling, general and administrative expenses.  Selling, general and administrative expenses for the six months ended June 30, 2013, were $47,709, compared to $47,533 during the same period of 2012.  Increases in personnel costs, including a $966 increase in share based compensation as a result of the increased market prices of our common shares, were largely offset by a decrease in litigation expenses.

Real estate rent expense.  Rent expense for the six months ended June 30, 2013, was $103,988, an increase of $5,143 compared to the same period in 2012 that is attributable to rent increases related to improvements sold to HPT since January 1, 2012 and percentage rent recognized under the HPT Leases based on increases in 2013 fuel and nonfuel revenues over base amounts.

Depreciation and amortization expense.  Depreciation and amortization expense for the six months ended June 30, 2013, was $27,248, an increase of $2,984, or 12.3%, compared to the same period in 2012, that primarily resulted from the location acquisitions and other capital investments we completed (and did not subsequently sell to HPT) during 2012 and 2013.

Interest expense.  Interest expense for the six months ended June 30, 2013, was $8,495, and increase of $3,501 compared to the same period in 2012.  The increase was primarily due to the issuance of our Senior Notes in January 2013 and consisted of the following:

	Six Months Ended June 30,					$
(dollars in thousands)	2013			2012		Change
Interest related to our Senior Notes and Credit Facility	$	5,115		$	1,071	$	4,044
HPT rent classified as interest	3,484			3,620		(136		)
Amortization of deferred financing costs	325			175		150
Capitalized interest	(641		)	—		(641		)
Other	212			128		84
Total interest expense	$	8,495		$	4,994	$	3,501

We capitalize a portion of the interest expense incurred on our Senior Notes that is attributable under GAAP to our more significant construction projects over the duration of the construction period.

Income tax provision.  Our provision for income taxes was $552 and $633 for the six month periods ended June 30, 2013 and 2012, respectively.  We do not currently recognize the benefit of all of our deferred tax assets, including the tax benefit associated with our tax loss carry forwards from prior years, but our tax loss carry forwards do offset any federal and certain state income tax associated with our current taxable income.  Our income tax provision represents certain minimum income based state taxes payable without regard to our tax loss carry forwards as well as the recognition of deferred tax liabilities that cannot be used to reduce existing deferred tax assets related to the tax amortization of indefinite lived intangible assets and to foreign currency translation adjustments.

Seasonality

Assuming little variation in fuel prices, our revenues are usually lowest in the first quarter of the year when movement of freight by professional truck drivers and motorist travel are typically at their lowest levels of the year, and our revenues in the fourth quarter of a year are often somewhat lower than those of the second and third quarters because, although the beginning of the fourth quarter is often positively impacted by increased movement of freight in preparation for various national holidays, that positive impact is often more than offset by a reduction in freight movement caused by vacation time associated with those holidays taken by professional truck drivers toward the end of the year.  While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.

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Inflation and Deflation

Inflation, or a general increase in prices, will likely have more negative than positive impacts on our business.  Rising prices may allow us to increase revenues, but also will likely increase our operating costs.  Also, rising prices for fuel and other products we sell increase our working capital requirements and in the past have caused some of our customers to reduce their purchases of our goods and services.  Because significant components of our expenses are fixed, we may not be able to realize expense reductions that match declines in general price levels, or deflation.

Liquidity and Capital Resources (dollars in thousands)

Our principal liquidity requirements are to meet our operating expenses, including rent, and to fund our capital expenditures, acquisitions and working capital requirements.  Our principal sources of liquidity to meet these requirements are:

·our cash balance;

·our operating cash flow;

·our credit facility;

·our ability to offer to sell to HPT, for an increase in our rent, tenant improvements we make to the sites we lease from HPT, as further described in Note 7 to our Condensed Consolidated Financial Statements included in Part I of this Quarterly Report; and

·our ability to issue new debt and equity securities. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but that registration statement does not assure that there will be buyers for such securities.

Additionally, the unencumbered operating real estate and developable land that we own may be financed or sold as a source of additional liquidity over time.

We believe that the primary risks we currently face with respect to our operating cash flow are:

·decreased demand for our fuel products resulting from fuel conservation, engine fuel efficiency efforts and increased intensity of competition;

·decreased demand for our products and services we may experience as a result of competition, particularly competition from the other two large companies in our industry, Pilot Flying J and Love’s;

·the negative impacts of the volatility and high level of prices for petroleum products on our gross margins and working capital requirements;

·the potential negative impacts of inflation on our nonfuel cost of goods sold, on our nonfuel gross margins and working capital requirements; and

·economic conditions in the U.S. and the trucking industry and the risk of a renewed economic slowdown or recession.

A reduction in our revenue without an offsetting reduction in our operating expenses may cause us to use our cash at a rate that we cannot sustain for extended periods.  Further, certain of our expenses are fixed in nature, which may restrict our ability to realize a reduction in our operating expenses to offset a reduction in our revenues.  Additional increases in the prices we must pay to obtain fuel, decreases in the amount of time we have to pay our trade creditors, or an increase in cash deposits required by our suppliers to secure our credit lines, may increase our working capital funding requirements materially.  Also, because of the recent and current economic, industry and global credit market conditions and our historical operating losses, credit may be expensive and difficult for us to obtain.

Assets and Liabilities

At June 30, 2013, and December 31, 2012, we had cash and cash equivalents of $135,091 and $35,189, respectively.  Our total current assets at June 30, 2013, were $562,654, compared to $393,488 at December 31, 2012.  Our total current liabilities were $384,022 at June 30, 2013, compared to $283,127 at December 31, 2012.  The increase in our cash balance during the 2013 first half primarily was attributable to the $110,000 proceeds we received from the issuance of our Senior Notes, less $4,749 of cash paid for debt issuance costs, and $45,229 of proceeds we received from selling improvements to HPT, partially offset by $112,590 of capital investments, including the acquisitions of six locations.  Accounts receivable and accounts payable increased largely as a result of increased sales levels during the last week of June 2013, as compared to the last week of December 2012, as a result of relatively lower trucking activity during the December holiday season.

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Revolving Credit Facility

We have a revolving credit agreement, or credit facility, with a group of commercial banks.  Under this credit facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity in October 2016.  The availability of this maximum amount is subject to limits based on qualified collateral.  Subject to available collateral and lender participation, the maximum amount may be increased to $300,000.  The credit facility may be used for general business purposes and provides for the issuance of letters of credit.  Generally, no principal payments are due until maturity.  Borrowings under the credit facility bear interest 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).  The annual interest rate for our credit facility was 4.5% as of June 30, 2013.  Pursuant to the credit facility, we pay a monthly unused line fee which is subject to adjustment according to the average daily principal amount of unused commitment 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 the HPT Leases and our business management and shared services agreement with RMR.

Our credit facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets and the amount available to us is determined by reference to a borrowing base calculation based on eligible collateral.  At June 30, 2013, a total of $177,898 was available to us for loans and letters of credit under the credit facility.  At June 30, 2013, there were no loans outstanding under the credit facility but we had outstanding $47,666 of letters of credit issued under that facility, securing certain purchases, insurance, fuel tax and other trade obligations.

Investment Activities

Our business of operating high sales volume travel centers open 24 hours every day requires that we make regular capital investments in our business to maintain our competitiveness.  During the three months ended June 30, 2013, we made capital expenditures of $84,703, including $21,887 to improve the travel centers and businesses we acquired in 2011 through 2013.  During the first half of 2013 we purchased six locations for an aggregate of approximately $27,948.

We have two locations under agreements to purchase; we expect to complete the acquisition of one location for $1,512 in August 2013 and we expect to complete the purchase of the other location for $3,000 during the fourth quarter of 2013. These purchases are subject to conditions and may not occur, may be delayed or their terms may change.  We currently intend to continue our efforts to selectively acquire additional properties.

During the first half of 2013, we received $45,229 of proceeds from the sale to HPT of improvements we previously made to locations leased from HPT, and as a result our annual rent increased by $3,844.  At June 30, 2013, we had assets of $5,757 included in our property and equipment that we expect to request that HPT purchase for a future increase in rent; however, HPT is not obligated to purchase those assets.

Senior Notes Issuance

On January 15, 2013, we issued at par of $110,000 aggregate principal amount of our 8.25% Senior Notes, or the Senior Notes, in an underwritten public offering.  The Senior Notes are our senior unsecured obligations. The Senior Notes bear interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2013. The Senior Notes will mature (unless previously redeemed) on January 15, 2028. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the Senior Notes by paying 100% of the principal amount of the Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.  The indenture governing the Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time.  During the six months ended June 30, 2013, we paid $4,749 of debt issuance costs related to this offering.

Off Balance Sheet Arrangements (dollars in thousands)

As of June 30, 2013, 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, other than with respect to the debt described below owed by an entity in which we own a minority

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interest.  We own a 40% interest in a joint venture, Petro Travel Plaza Holdings LLC, or PTP, which owns two locations that we operate.  These locations are encumbered by debt of approximately $17,725 as of June 30, 2013, that is secured by PTP’s real property and that matures in December 2018.  We account for the investment in PTP under the equity method of accounting and, therefore, we have not recorded a liability for this debt.  We are not directly liable for this debt, but the carrying value of our investment in this joint venture ($16,336 at June 30, 2013) could be adversely affected if PTP defaulted on this debt and PTP’s property was used to satisfy this debt.  In connection with the loan agreement entered by PTP, we and Tejon, the owner of the majority interest in PTP, each agreed to indemnify the lender against liability from environmental matters related to PTP’s sites.

Related Party Transactions (dollars in thousands, except share amounts)

Relationships with HPT, RMR and AIC

We have relationships and historical and continuing transactions with our Directors, our executive officers, HPT, RMR, AIC and other companies to which RMR provides management services and others affiliated with them.  For example: HPT is our former parent company, our principal landlord and our largest shareholder and RMR provides management services to both us and HPT; we, RMR, HPT and five other companies to which RMR provides management services, each currently own 12.5% of AIC, and we and the other shareholders of AIC have property insurance in place providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts; and RMR, a company that employs our President and Chief Executive Officer; our Executive Vice President, Chief Financial Officer and Treasurer; our Executive Vice President and General Counsel; and both of our Managing Directors and which is majority owned by one of our Managing Directors, assists us with various aspects of our business pursuant to a business management and shared services agreement and provides building management services related to our headquarters office building pursuant to a property management agreement.  For further information about these and other such relationships and related person transactions, please see Note 7 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.  In addition, for more information about these transactions and relationships, please see elsewhere in this Quarterly Report on Form 10-Q, including “Warning Concerning Forward Looking Statements” in Part I, and our Annual Report, our proxy statement for our annual meeting of shareholders that was held on May 20, 2013, or our Proxy Statement, and our other filings with the SEC, including Note 16 to our consolidated financial statements included in our Annual Report, the sections captioned “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions” and “Warning Concerning Forward Looking Statements” of our Annual Report and the section captioned “Related Person Transactions and Company Review of Such Transactions” and the information regarding our Directors and executive officers in our Proxy Statement.  In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships.  Our filings with the SEC, including our Annual Report and our Proxy Statement, are available at the SEC’s website at www.sec.gov.   Copies of certain of our agreements with our related parties, including our leases, deferral agreement and related amendments with HPT, our business management and shared services agreement and property management agreement with RMR and our shareholders agreement with AIC and its shareholders, are also publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website.

We believe that our agreements with HPT, RMR and AIC are on commercially reasonable terms.  We also believe that our relationships with HPT, RMR and AIC and their affiliated and related persons and entities benefit us, and, in fact, provide us with competitive advantages in operating and growing our business.

Relationship with PTP

We own a 40% interest in PTP and operate the two locations PTP owns.  Additional information regarding our relationship and transactions with PTP can be found above in “Off Balance Sheet Arrangements” and in Note 7 to our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report, both of which are incorporated herein by reference.

Environmental and Climate Change Matters (dollars in thousands)

At June 30, 2013, we had an accrued liability of $8,965 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $2,331, resulting in an estimated net amount of $6,634 that we expect to need to fund in the future.  We do not have a reserve for unknown current or potential future environmental matters.  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.  We cannot precisely know the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, based on our current knowledge we do not expect that our net costs for such matters to be incurred at our locations, individually or in the aggregate, would be material to our financial condition or results of operations.

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We have insurance of up to $10,000 for certain environmental liabilities at certain of our locations that were known at the time the policies were issued, and up to $40,000 for certain unknown environmental liabilities, subject, in each case, to certain limitations and deductibles.  However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

While the costs of our environmental compliance in the past have not had a material adverse impact on us, it is impossible to predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future.  We cannot be certain that contamination presently unknown to us does not exist at our sites, or that material liability will not be imposed on us in the future.  If we discover additional environmental problems, 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.  In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters may be adopted or administered and enforced differently in the future, which could require us to expend significant amounts.  For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor vehicle gasoline and diesel fuel, could negatively impact our business.  Further, legislation and regulations that limit carbon emissions may cause our energy costs at our locations to increase.

There have recently been severe weather activities in different parts of the country that some observers believe evidence global climate change, including the recent Hurricane Sandy that impacted portions of the eastern United States in October 2012.  Such severe weather that may result from climate change may have an adverse effect on individual properties we own, lease or operate.  We mitigate these risks by owning, leasing and operating a diversified portfolio of properties and by procuring insurance coverage we believe adequate to protect us from material damages and losses from such activities.  However, there can be no assurance that our mitigation efforts will be sufficient or that storms that may occur due to future climate change or otherwise could not have a material adverse effect on our business.

For further information about these and other environmental and climate change matters, see the disclosure under the heading “Environmental Matters” in Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which disclosure is incorporated herein by reference.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A. — “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report, filed with the SEC on March 18, 2013.  Our exposure to market risks has not changed materially from that set forth in our Annual Report.

Item 4.  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 Exchange Act Rule 13a-15 and Rule 15d-15.  Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at June 30, 2013.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS QUARTERLY REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.  ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.  AMONG OTHERS, THE FORWARD LOOKING STATEMENTS WHICH APPEAR IN THIS QUARTERLY REPORT THAT MAY NOT OCCUR INCLUDE:

·THIS QUARTERLY REPORT INCLUDES STATEMENTS THAT OUR OPERATIONS AT MANY OF OUR RECENTLY ACQUIRED SITES HAVE NOT YET REACHED THE STABILIZED LEVELS WE CURRENTLY EXPECT.  THE IMPLICATIONS OF THIS STATEMENT ARE THAT OPERATIONS AT RECENTLY ACQUIRED SITES WILL IMPROVE TO A LEVEL THAT WILL RESULT IN INCREASES IN NET INCOME IN THE FUTURE.  IN FACT, THERE ARE MANY FACTORS WHICH WILL IMPACT OUR FUTURE OPERATIONS THAT MAY CAUSE US TO OPERATE UNPROFITABLY IN ANNUAL AND/OR QUARTERLY PERIODS IN ADDITION TO THOSE STATED ITEMS, INCLUDING SOME FACTORS WHICH ARE BEYOND OUR CONTROL SUCH AS SEASONALITY, THE CONDITION OF THE U.S. ECONOMY GENERALLY, THE FUTURE DEMAND FOR OUR GOODS AND SERVICES AND COMPETITION IN OUR BUSINESS;

·THIS QUARTERLY REPORT STATES OUR CURRENT OBSERVATIONS AS TO ECONOMIC AND INDUSTRY CONDITIONS.  RECENT ECONOMIC DATA HAS BEEN MIXED AND IMPROVEMENTS, IF ANY, IN THE U.S. ECONOMY OR IN THE TRUCKING OR TRAVEL CENTER INDUSTRIES MAY NOT CONTINUE, AND OUR FUEL AND NONFUEL SALES VOLUMES MAY NOT INCREASE BUT MAY DECLINE;

·OUR ENVIRONMENTAL LIABILITY MAY BE GREATER THAN WE CURRENTLY ANTICIPATE.  LEGISLATION AND REGULATION REGARDING CLIMATE CHANGE, INCLUDING GREENHOUSE GAS EMISSIONS, AND OTHER ENVIRONMENTAL MATTERS MAY BE ADOPTED OR ADMINISTERED AND ENFORCED DIFFERENTLY IN THE FUTURE, AND ANY SUCH CHANGES OR ANY GLOBAL CLIMATE CHANGE COULD ADVERSELY IMPACT OUR OPERATIONS, CAUSE US TO EXPEND SIGNIFICANT AMOUNTS AND CAUSE OUR BUSINESS AND FINANCIAL CONDITION TO DECLINE MATERIALLY;

·THIS QUARTERLY REPORT STATES THAT WE HAVE ACQUIRED LOCATIONS DURING 2012, LISTS SEVERAL PURCHASES THAT WE HAVE COMPLETED OR AGREED TO COMPLETE DURING 2013, STATES THAT WE EXPECT A PURCHASE TO BE COMPLETED DURING THE THIRD AND FOURTH QUARTERS OF 2013 AND STATES THAT WE CURRENTLY INTEND TO CONTINUE OUR EFFORTS TO SELECTIVELY ACQUIRE ADDITIONAL PROPERTIES.  THE IMPLICATIONS OF THESE STATEMENTS MAY BE THAT WE WILL BE ABLE TO COMPLETE THE REFERENCED PURCHASE, WE WILL BE ABLE TO OPERATE OUR PURCHASED LOCATIONS PROFITABLY, AND WE WILL BE ABLE TO CONTINUE TO IDENTIFY AND COMPLETE ADDITIONAL PURCHASES.  MANY OF THE LOCATIONS WE HAVE ACQUIRED PRODUCED OPERATING RESULTS WHICH MAY HAVE CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, INCLUDING OUR ABILITY TO INTEGRATE NEW OPERATIONS INTO OUR EXISTING OPERATIONS AND SOME FACTORS WHICH ARE BEYOND OUR CONTROL SUCH AS THE LEVEL OF DEMAND FOR OUR GOODS AND SERVICES ARISING FROM THE U.S. ECONOMY GENERALLY.  ALSO, THE PENDING ACQUISITIONS ARE SUBJECT TO CONDITIONS, WHICH MAY NOT BE SATISFIED AND COULD RESULT IN THOSE ACQUISITIONS NOT OCCURRING OR BEING DELAYED, OR COULD RESULT IN THE TERMS OF THE ACQUISITIONS CHANGING.  FURTHER, WE MAY NOT SUCCEED IN IDENTIFYING AND/OR ACQUIRING OTHER PROPERTIES;

·THIS QUARTERLY REPORT STATES THAT WE RECENTLY ENTERED AN AGREEMENT WITH SHELL PURSUANT TO WHICH SHELL HAS AGREED TO CONSTRUCT A NETWORK OF NATURAL GAS FUELING LANES AT UP TO 100 OF OUR TRAVEL CENTERS LOCATED ALONG THE U.S. INTERSTATE HIGHWAY SYSTEM, INCLUDING LOCATIONS WE LEASE FROM HPT.  NATURAL GAS FUEL USE IN THE TRUCKING INDUSTRY IS NEW AND WE CANNOT ASSURE YOU THAT A TRUCKER MARKET FOR NATURAL GAS WILL DEVELOP; AND, ACCORDINGLY, WE OR SHELL MAY DETERMINE TO ABANDON THIS PROJECT. LAND USE REGULATIONS AT OUR TRAVEL CENTERS MAY PREVENT INSTALLATION OF NATURAL

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GAS FUELING LANES OR THE INSTALLATION OR OPERATION OF NATURAL GAS FUELING LANES MAY REQUIRE REGULATORY APPROVALS AND SPECIALIZED EQUIPMENT AND TRAINED PERSONNEL WHICH MAY NOT BE TIMELY AVAILABLE OR MAY BE MORE COSTLY THAN WE EXPECT. THE DISTANCES WHICH MAY BE COVERED BY NATURAL GAS POWERED VEHICLES DEPEND UPON TECHNOLOGIES WHICH ARE BEING DEVELOPED, AND IT MAY NOT BE POSSIBLE TO CROSS THE UNITED STATES USING NATURAL GAS FUEL PURCHASED AT ONLY OUR LOCATIONS. FOR THESE AND OTHER REASONS, THE INFRASTRUCTURE NECESSARY FOR NATURAL GAS POWERED TRUCKS TO TRAVEL ACROSS THE UNITED STATES MAY REQUIRE MORE TRAVEL CENTER LOCATIONS THAN WE HAVE OR ARE ABLE TO CREATE;

·THIS QUARTERLY REPORT STATES THAT WE HAD $135.1 MILLION OF CASH AND CASH EQUIVALENTS AT JUNE 30, 2013, THAT THERE WERE NO AMOUNTS OUTSTANDING UNDER OUR BANK CREDIT FACILITY, THAT WE RECEIVED $45.2 MILLION FROM HPT FOR SALES TO HPT OF QUALIFYING IMPROVEMENTS, THAT WE EXPECT TO SELL TO HPT IMPROVEMENTS WE HAVE MADE, AND THAT WE HAVE THE ABILITY TO SELL TO HPT ADDITIONAL CAPITAL IMPROVEMENTS WE MAY MAKE IN THE FUTURE, TO THE PROPERTIES WE LEASE FROM HPT, THAT IN JANUARY 2013 WE RAISED NET PROCEEDS OF APPROXIMATELY $105.1 MILLION FROM THE SALE OF SENIOR NOTES, AND THAT WE OWN UNENCUMBERED REAL ESTATE THAT MAY BE AN ADDITIONAL SOURCE OF LIQUIDITY OVER TIME.  THESE STATEMENTS MAY IMPLY THAT WE HAVE ABUNDANT WORKING CAPITAL LIQUIDITY.  IN FACT, OUR REGULAR OPERATIONS REQUIRE LARGE AMOUNTS OF WORKING CASH.  AS OF JUNE 30, 2013, $47.7 MILLION OF OUR BANK CREDIT FACILITY WAS USED TO PROVIDE LETTERS OF CREDIT TO OUR SUPPLIERS, INSURERS AND TAXING AUTHORITIES AND WE HAVE COLLATERALIZED OUR BANK FACILITY WITH SUBSTANTIALLY ALL OF OUR CASH, ACCOUNTS RECEIVABLE, INVENTORIES, EQUIPMENT AND INTANGIBLE ASSETS.  IN ADDITION, OUR BUSINESS REQUIRES US TO MAKE SIGNIFICANT CAPITAL EXPENDITURES TO MAINTAIN OUR COMPETITIVENESS, HPT IS NOT OBLIGATED TO PURCHASE THE IMPROVEMENTS WE MAY REQUEST AND WE ARE OBLIGATED TO PAY ADDITIONAL RENT TO HPT FOR CAPITAL IMPROVEMENTS IT PURCHASES FROM US, AND WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE.  ACCORDINGLY, WE MAY NOT HAVE SUFFICIENT WORKING CAPITAL OR CASH LIQUIDITY;

·THIS QUARTERLY REPORT STATES THAT OUR BUSINESS REQUIRES REGULAR CAPITAL EXPENDITURES.  THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT.  SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED AND THE PROCEEDS FROM THE SALES OF IMPROVEMENTS, IF ANY, TO HPT MAY BE LESS THAN OUR ESTIMATES.  CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO COMPLETE IN THE FUTURE, AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, ACQUISITIONS OR OTHER MATTERS, MAY ARISE AND CAUSE US TO SPEND MORE OR LESS THAN CURRENTLY ANTICIPATED.  SOME CAPITAL PROJECTS TAKE MORE TIME THAN ANTICIPATED.  AS A RESULT OF MARKET CONDITIONS OR CAPITAL CONSTRAINTS, WE MAY DEFER CERTAIN CAPITAL PROJECTS AND SUCH DEFERRAL MAY HARM OUR BUSINESS OR REQUIRE US TO MAKE LARGER CAPITAL EXPENDITURES IN THE FUTURE;

·THIS QUARTERLY REPORT STATES THAT IN JANUARY 2013 WE COMPLETED A SALE OF $110 MILLION AGGREGATE PRINCIPAL AMOUNT OF OUR 8.25% SENIOR NOTES DUE IN 2028, RECEIVED NET PROCEEDS OF APPROXIMATELY $105.1 MILLION AFTER UNDERWRITER DISCOUNTS AND COMMISSIONS AND OTHER OFFERING EXPENSES.  THESE STATEMENTS MAY IMPLY THAT WE WILL BE ABLE TO EMPLOY THE NET PROCEEDS FROM THE SALE OF THE SENIOR NOTES IN INVESTMENTS THAT WILL PROVIDE US A NET RETURN IN EXCESS OF THE INTEREST PAYABLE WITH RESPECT TO THE SENIOR NOTES.  IN FACT, WE MAY NOT SUCCEED IN MAKING INVESTMENTS THAT GENERATE RETURNS AND WE MAY BE REQUIRED TO USE THE PROCEEDS FOR PURPOSES OTHER THAN INVESTMENT ACTIVITIES OR OTHER EXPANSION ACTIVITIES, SUCH AS TO FUND WORKING CAPITAL REQUIREMENTS OR TO FUND OPERATING LOSSES IN OUR BUSINESS;

·THIS QUARTERLY REPORT STATES SOME OF OUR BELIEFS WITH RESPECT TO VARIOUS PENDING LITIGATION, AND THESE STATEMENTS MAY IMPLY THAT WE WILL PREVAIL IN OUR LITIGATION.  IN FACT, WE MAY BE UNABLE TO PREVAIL IN OUR PENDING LITIGATION AND ANY SETTLEMENTS OR ADVERSE RULINGS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.  ALSO, THE LEGAL AND OTHER EXPENSES WE MAY INCUR IN CONNECTION WITH LITIGATION WILL DEPEND, IN PART,

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UPON ACTIONS TAKEN BY OTHER PARTIES, WHICH ACTIONS ARE NOT WITHIN OUR CONTROL. ALSO, OUR LITIGATION COSTS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS;

·THIS QUARTERLY REPORT STATES THAT WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF $200 MILLION.  HOWEVER, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, INCLUDING ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORIES THAT VARY IN AMOUNT FROM TIME TO TIME.  ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN $200 MILLION; WE HAD $177.9 MILLION OF BORROWING AND LETTER OF CREDIT AVAILABILITY UNDER OUR CREDIT FACILITY AS OF JUNE 30, 2013, OF WHICH $47.7 MILLION WAS UTILIZED FOR OUTSTANDING LETTERS OF CREDIT.  ALSO, THIS QUARTERLY REPORT STATES THAT THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO $300 MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION.  NONETHELESS, 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 CREDIT FACILITY OR THE AVAILABILITY OF BORROWINGS WHEN WE MAY NEED OR WANT TO DO SO;

·WE MAY NOT REALIZE OUR EXPECTATION THAT WE WILL BENEFIT FINANCIALLY BY PARTICIPATING IN AIC; AND

·THIS QUARTERLY REPORT STATES THAT WE BELIEVE THAT OUR RELATIONSHIPS WITH HPT, RMR, AIC AND THEIR AFFILIATED AND RELATED PERSONS AND ENTITIES BENEFIT US AND PROVIDE US WITH ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS.  IN FACT, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE.

THESE AND OTHER UNEXPECTED RESULTS MAY BE CAUSED BY VARIOUS FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL, INCLUDING:

·THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US, OUR CUSTOMERS AND OUR FRANCHISEES;

·COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, ACCOUNTING RULES, TAX RATES AND SIMILAR MATTERS;

·COMPETITION WITHIN THE TRAVEL CENTER INDUSTRY;

·FUTURE FUEL PRICE INCREASES, FUEL PRICE VOLATILITY OR OTHER FACTORS MAY CAUSE US TO NEED MORE WORKING CAPITAL TO MAINTAIN OUR INVENTORIES AND CARRY OUR ACCOUNTS RECEIVABLE THAN WE NOW EXPECT;

·ACQUISITIONS MAY SUBJECT US TO ADDITIONAL OR GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;

·THE TREND TOWARDS IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION PRACTICES EMPLOYED BY OUR CUSTOMERS MAY CONTINUE TO REDUCE THE DEMAND FOR DIESEL FUEL AND ADVERSELY AFFECT OUR BUSINESS.  ADDITIONALLY, FUTURE INCREASES IN FUEL PRICES MAY REDUCE THE DEMAND FOR THE PRODUCTS AND SERVICES THAT WE SELL BECAUSE HIGH FUEL PRICES MAY ENCOURAGE FUEL CONSERVATION, DIRECT FREIGHT BUSINESS AWAY FROM TRUCKING OR OTHERWISE ADVERSELY AFFECTED THE BUSINESS OF OUR CUSTOMERS;

·OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO MAINTAIN THE CURRENT TERMS FOR OUR PURCHASES ON CREDIT.  IF WE ARE UNABLE TO PURCHASE GOODS ON REASONABLE CREDIT TERMS, OUR REQUIRED WORKING CAPITAL MAY INCREASE AND WE MAY INCUR MATERIAL LOSSES.  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 REQUIRE US TO INCREASE OUR WORKING CAPITAL INVESTMENT. ALSO, IN LIGHT OF OUR HISTORICAL OPERATING LOSSES, THE AVAILABILITY AND THE TERMS OF ANY CREDIT WE MAY BE ABLE TO OBTAIN ARE UNCERTAIN;

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·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 A FEW SIGNIFICANT PARTICIPANTS.  FUEL CARD COMPANIES FACILITATE PAYMENTS TO US, AND CHARGE US FEES FOR THESE SERVICES.  COMPETITION, OR LACK THEREOF, AMONG THE FUEL CARD COMPANIES MAY RESULT IN FUTURE INCREASES IN OUR TRANSACTION FEE EXPENSES OR WORKING CAPITAL REQUIREMENTS, OR BOTH;

·WE ARE ROUTINELY INVOLVED IN LITIGATION AND OTHER LEGAL MATTERS INCIDENTAL TO THE ORDINARY COURSE OF OUR BUSINESS.  DISCOVERY AND COURT DECISIONS DURING LITIGATION OFTEN HAVE UNANTICIPATED RESULTS.  LITIGATION IS USUALLY EXPENSIVE AND DISTRACTING TO MANAGEMENT.  WE CAN PROVIDE NO ASSURANCE AS TO THE OUTCOME OF ANY OF THE LITIGATION MATTERS IN WHICH WE ARE OR MAY BECOME INVOLVED;

·ACTS OF TERRORISM, GEOPOLITICAL RISKS, WARS, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL MAY ADVERSELY AFFECT OUR OPERATING RESULTS;

·ALTHOUGH WE BELIEVE THAT WE BENEFIT FROM OUR CONTINUING RELATIONSHIPS WITH HPT, RMR, AIC AND THEIR AFFILIATED AND RELATED PERSONS AND ENTITIES, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR MANAGING DIRECTORS, HPT, RMR, AIC AND THEIR AFFILIATED AND RELATED PERSONS AND ENTITIES MAY PRESENT A CONTRARY PERCEPTION OR RESULT IN LITIGATION;

·AS A RESULT OF CERTAIN TRADING IN OUR SHARES DURING 2007, WE EXPERIENCED AN OWNERSHIP CHANGE AS DEFINED BY SECTION 382 OF THE INTERNAL REVENUE CODE, OR THE CODE; CONSEQUENTLY, WE ARE UNABLE TO USE OUR NET OPERATING LOSS GENERATED IN 2007 TO OFFSET ANY FUTURE TAXABLE INCOME WE MAY GENERATE.  IF WE EXPERIENCE ADDITIONAL OWNERSHIP CHANGES, AS DEFINED IN THE CODE, OUR NET OPERATING LOSSES GENERATED AFTER 2007 COULD ALSO BE SUBJECT TO USAGE LIMITATIONS; AND

·OUR LIMITED LIABILITY COMPANY AGREEMENT AND BYLAWS AND CERTAIN OF OUR OTHER AGREEMENTS AND BUSINESS LICENSES INCLUDE VARIOUS PROVISIONS WHICH MAY DETER A CHANGE OF CONTROL OF US AND, AS A RESULT, OUR SHAREHOLDERS MAY BE UNABLE TO REALIZE A TAKE OVER PREMIUM FOR THEIR SHARES.

WE ACCUMULATED A SIGNIFICANT DEFICIT DURING THE YEARS 2007 THROUGH 2010.  ALTHOUGH WE GENERATED NET INCOME FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2012, AND OUR PLANS ARE INTENDED TO GENERATE NET INCOME IN FUTURE PERIODS, THERE CAN BE NO ASSURANCE THAT THESE PLANS WILL SUCCEED.

RESULTS THAT DIFFER FROM THOSE STATED OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS MAY ALSO BE CAUSED BY VARIOUS CHANGES IN OUR BUSINESS OR MARKET CONDITIONS AS DESCRIBED MORE FULLY IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012, INCLUDING UNDER “WARNING CONCERNING FORWARD LOOKING STATEMENTS” AND “ITEM 1A.  RISK FACTORS,” AND ELSEWHERE IN THIS QUARTERLY REPORT.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.  EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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Part II. Other Information

Item 1. Legal Proceedings

The disclosure under the heading “Legal Proceedings” in Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

Item 1A.  Risk Factors

There have been no material changes during the period covered by this Quarterly Report to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report, which risk factors were subsequently revised to address the licenses, permits and related approvals necessary for our gaming operations that may restrict our ownership or prevent or delay a change of control of us, as provided in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2013.

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Item 6. Exhibits

Exhibit 3.1	Certificate of Formation of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
Exhibit 3.2	Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 24, 2013)
Exhibit 3.3	Amended and Restated Bylaws of TravelCenters of America LLC, as amended and restated on February 21, 2013 (Incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed on February 27, 2013)
Exhibit 4.1	Form of Share Certificate (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)
Exhibit 4.2	Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed January 15, 2013)
Exhibit 4.3	First Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed January 15, 2013)
Exhibit 10.1	Amendment Agreement, dated as of April 15, 2013, among HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC and together with HPT TA Trust, HPT TA LLC, HPT PSC Trust, TA Leasing LLC and TA Operating LLC (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed May 7, 2013)
Exhibit 10.2	Summary of Director Compensation (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 24, 2013)
Exhibit 10.3	Amendment Agreement, dated as of July 1, 2013, among HPT TA Properties Trust, HPT TA Properties LLC and TA Leasing LLC (filed herewith)
Exhibit 12.1	Statement of Computation of Ratio of Earnings to Fixed Charges (filed herewith)
Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)
Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith)
Exhibit 32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith)
Exhibit 101.1	The following materials from TravelCenters of America LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text.  (furnished herewith.)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRAVELCENTERS OF AMERICA LLC
	By:	/s/	Andrew J. Rebholz
August 6, 2013		Name:	Andrew J. Rebholz
		Title:	Executive Vice President,
			Chief Financial Officer and Treasurer
			(Principal Financial Officer and
			Principal Accounting Officer)

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EX-10.3

Exhibit 10.3

AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of July 1, 2013 (the “Amendment Date”), by and among HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company (collectively, “Landlord”), and TA LEASING LLC, a Delaware limited liability company (“Tenant”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Lease Agreement, dated as of January 31, 2007, as modified by that certain First Amendment to Lease Agreement, dated as of May 12, 2008, by and among Landlord and Tenant, that certain Deferral Agreement, dated as of August 11, 2008, by and among Landlord, Tenant, Hospitality Properties Trust (“HPT”), HPT PSC Properties Trust, HPT PSC Properties LLC (together with HPT PSC Properties Trust, collectively, “HPT PSC”), TravelCenters of America LLC (“TCA”) and TA Operating LLC (successor by merger to Petro Stopping Centers, L.P.) (“TA Operating”), that certain Amendment Agreement, dated as of January 31, 2011, by and among Landlord, Tenant, HPT, HPT PSC, TCA and TA Operating, and that certain Amendment Agreement, dated as of April 15, 2013, by and among Landlord, Tenant, HPT PSC and TA Operating (as so modified, the “Lease”), Landlord leases to Tenant and Tenant leases from Landlord certain premises at various locations, as more particularly described in the Lease; and

WHEREAS, HPT TA Properties LLC has acquired a fee interest in certain land (the “Brunswick Land Parcel”) adjacent to the portion of the Leased Property located at 2995 US Highway 17 South, Brunswick, Georgia, as more particularly described on Exhibit A-30 to the Lease; and

WHEREAS, HPT TA Properties LLC has acquired a fee interest in certain land (the “Seymour Land Parcel”) adjacent to the portion of the Leased Property located at 2636 E. Tipton Street, Seymour, Indiana, as more particularly described on Exhibit A-49 to the Lease; and

WHEREAS, HPT TA Properties Trust has acquired a fee interest in certain land (the “Binghamton Land Parcel”, and together with the Brunswick Land Parcel and the Seymour Land Parcel, collectively, the “Additional Land Parcels”) adjacent to the portion of the Leased Property located at 753 Upper Court St., Binghamton, New York, as more particularly described on Exhibit A-84 to the Lease; and

WHEREAS, HPT TA Properties Trust has acquired the fee interest in the portion of the Leased Property previously ground leased from a third party and located at 125 Neelytown Road, Montgomery, New York, as more particularly described on Exhibit A-88 to the Lease (the “Maybrook Property”); and

WHEREAS, Landlord and Tenant desire to amend the Lease, subject to the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.             Capitalized Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Lease.

2.             Minimum Rent.  With respect to the period commencing on the Amendment Date and continuing through December 31, 2022, Minimum Rent shall be $151,655,400.98 per annum, subject to adjustment as provided in Section 3.1.1(b) of the Lease.

3.             Exhibit A-84.  Effective as of June 13, 2012, Exhibit A-84 to the Lease is hereby deleted in its entirety and Exhibit A-84 attached hereto is hereby inserted in its place.

4.             Exhibits A-30 and A-49.  Effective as of Amendment Date, Exhibits A-30 and A-49 to the Lease are hereby deleted in their entirety and Exhibits A-30 and A-49 attached hereto are hereby inserted in their place.

5.             Statement of Limited Liability.  THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, DATED NOVEMBER 29, 2006, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUST.  ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

6.             Ratification.  As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD:
HPT TA PROPERTIES TRUST
By:	/s/ John G. Murray
	John G. Murray
	President
HPT TA PROPERTIES LLC
By:	/s/ John G. Murray
	John G. Murray
	President
TENANT:
TA LEASING LLC
By:	/s/ Mark R. Young
	Mark R. Young
	Executive Vice President and General Counsel

3

Reference is made to that certain Sublease Agreement dated January 31, 2007 (the “Sublease”), between Tenant and TA OPERATING LLC, a Delaware limited liability company (“Subtenant”), pursuant to which Tenant subleases to Subtenant the Leased Property.  Tenant and Subtenant hereby confirm that all references in the Sublease to the word “Lease” shall mean the Lease, as amended by this Amendment, and Tenant and Subtenant hereby reaffirm the Sublease, as so amended.

TENANT:
TA LEASING LLC
By:	/s/ Mark R. Young
	Mark R. Young
	Executive Vice President and General Counsel
SUBTENANT:
TA OPERATING LLC
By:	/s/ Mark R. Young
	Mark R. Young
	Executive Vice President and General Counsel

4

Reference is made to that certain Guaranty Agreement dated January 31, 2007 (the “Guaranty”), given by TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC, each a Delaware limited liability company (collectively, the “Guarantors”) to Landlord, pursuant to which the Guarantors guarantee Tenant’s obligations under the Lease.  The Guarantors hereby confirm that all references in the Guaranty to the word “Lease” shall mean the Lease, as amended by this Amendment, and the Guarantors hereby reaffirm the Guaranty.

GUARANTORS:
TRAVELCENTERS OF AMERICA LLC
By:	/s/ Mark R. Young
	Mark R. Young
	Executive Vice President and General Counsel
TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC
By:	/s/ Mark R. Young
	Mark R. Young
	Executive Vice President and General Counsel
TA OPERATING LLC
By:	/s/ Mark R. Young
	Mark R. Young
	Executive Vice President and General Counsel

5

EXHIBIT A-30

[See attached legal description for Brunswick, Georgia property]

	3.004 Brunswick, GA
A-30	2995 US Highway 17 South
	Brunswick, GA 31525
	(TCA Site No. 4)

Legal Description

Parcel I:

ALL THAT CERTAIN LOT, TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN-GEORGIA MILITIA DISTRICT 27, GLYNN COUNTY GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A CONCRETE MONUMENT FOUND AT THE INTERESECTION OF THE SOUTHERN RIGHT-OF-WAY OF U.S. HIGHWAY NO. 17 AND THE WESTERN RIGHT-OF-WAY OF INTERESTATE 95 — RAMP “M”, PROCEED ALONG SAID RAMP RIGHT-0F-WAY SOUTH 21 DEGREES 26 MINUTES 31 SECONDS EAST FOR A DISTANCE OF 302.46 FEET TO A CONCRETE MONUMENT FOUND, THENCE CONTINUING ALONG SAID RAMP RIGHT-OF-WAY SOUTH 00 DEGREES 42 SECONDS WEST FOR A DISTANCE OF 144.27 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 63 DEGREES 57 MINUTES 27 SECONDS WEST FOR A DISTANCE OF 317.16 FEET TO A CONCRETE MONUMENT FOUND, THENCE PROCEED SOUTH 13 DEGREES 12 MINUTES 21 SECONDS EAST FOR A DISTANCE OF 800.86 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 14 DEGREES 37 MINUTES 37 SECONDS WEST FOR A DISTANCE OF 86.09 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 27 DEGREES 23 MINUTES 47 SECONDS WEST FOR A DISTANCE OF 500.10 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 28 DEGREES 32 MINUTES 12 SECONDS WEST FOR A DISTANCE OF 399.80 FEET TO A CONCRETE MONUMENT FOUND, THENCE SOUTH 28 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 599.99 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 61 DEGREES 30 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 19.15 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 1 DEGREE 22 MINUTES 09 SECONDS EAST FOR A DISTANCE OF 612.80 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 33 DEGREES 21 MINUTES 51 SECONDS EAST FOR A DISTANCE OF 983.50 FEET TO A CONCRETE MONUMENT FOUND, THENCE NORTH 33 DEGREES 21 MINUTES 51 SECONDS EAST FOR A DISTANCE OF 140.00 FEET TO AN IRON PIN SET, THENCE NORTH 12 DEGREES 08 MINUTES 47 SECONDS WEST FOR A DISTANCE OF 534.38 FEET TO AN IRON PIN SET, THENCE NORTH 84 DEGREES 08 MINUTES 14 SECONDS WEST FOR A DISTANCE OF 236.69 FEET TO AN IRON PIN SET, THENCE SOUTH 71 DEGREES 52 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 255.71 FEET TO AN IRON PIN SET, THENCE NORTH 66 DEGREES 41 MINUTES 30 SECONDS WEST FOR A DISTANCE OF 469.36 FEET TO AN IRON PIN SET, SAID MONUMENT BEING LOCATED ON THE EASTERN LINE OF DUNGENESS DRIVE, A 100 FOOT WIDE PRIVATE EASEMENT, THENCE ALONG SAID EASTERN LINE OF DUNGENESS DRIVE NORTH 24 DEGREES 59 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 964.87 FEET TO A CONCRETE MONUMENT FOUND, SAID MONUMENT BEING LOCATED AT INTERSECTION OF THE SAID EASTERN LINE OF DUNGENESS DRIVE AND THE SOUTHERN RIGHT-OF-WAY OF U.S. HIGHWAY NO.17, THENCE PROCEED ALONG SAID RIGHT-OF-WAY OF U.S. HIGHWAY NO. 17 SOUTH 64 DEGREES 57 SECONDS 28 SECONDS EAST FOR A DISTANCE OF 413.63 FEET TO A CONCRETE MONUMENT FOUND, THENCE CONTINUING ALONG SAID RIGHT-OF-WAU OF U.S. HIGHWAY NO. 17 SOUTH 64 DEGREES 57 MINUTES 28 SECONDS EAST FOR A DISTANCE OF 382.77 FEET TO A CONCRETE MONUMENT FOUND AND THE TRUE POINT OF BEGINNING.

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Also being insured as follows:

Also encumbering the following described land to the extent not included in the aforedescribed land:

All of those certain tracts or parcels of land situate, lying, and being the 27th G.M.D. in Glynn County, Georgia and being a tract of 16.02 acres and tract of 7.87 acres lying together and forming one tract of land described and identified according to the plat of survey by COMINE COASTAL SURVEYING, INC. entitled “A boundary survey for TRUCKSTOP’S INCORPORATED OF AMERICA, a portion the S.W. quadrant of the intersection of U.S. Highway 17 and Interstate 95 G.M.D. 27, Glynn County, Georgia, December 10, 1976, Scale 1” = 100’.” Reference is hereby made to said plat for the purpose of establishing the location, boundaries and dimensions of the tracts hereby conveyed, which are more particularly described as follows, to-wit:

To find the beginning point commence at the point of intersection of the centerline of U.S. Highway No. 17 with the centerline of I-95 and run N 64°01’ W 1,745.77 feet to a point; thence run S 24°59’W 150 feet to a point thence run S 65°01’ E 50 feet to a concrete monument marking the northwest corner of said 16.02 acre tract and the BEGINNING POINT; and from said beginning point running thence on the following stated courses for the following stated distances:

S 65°01’ E for 413.63 feet; S 13°11’ E for 1,548.00 feet to a concrete monument; S 14°37’30” W for 86.09 feet to a concrete R/W monument; S 27°23’06” W for 500.04 feet to a concrete R/W monument; S 28°29’56” W for 399.80 feet to a concrete R/W monument; S 28°29’56” W for 600.05 feet to a concrete R/W monument; N 61°30’04” W for 20.00 feet to a concrete monument; N 01°22’09” E for 612.80 feet to a concrete monument; N 33°21’51” E for 983.50 feet to a concrete monument; N 33°21’51” E for 140.00 feet to a concrete monument; N 12°08’47” W for 534.38 feet to a concrete monument N 84°08’14” W for 236.69 feet to a concrete monument; S 71°52’ W for 255.71 feet to a concrete monument; N 66°41’30” W for 469.36 feet to a concrete monument; N 24°59’ E for 965.34 feet to the BEGINNING POINT.

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Also included are the following rights:

1.         The non-exclusive right to use the lake adjacent to the above conveyed premises in a reasonable manner for recreational purposes, subject to prudent rules and regulations promulgated by The 17-95 Corporation (a Georgia corporation which conveyed the above described property to Lessor and which hereinafter is referred to as “Lessor’s Grantor”) from time to time. Such Lessor’s Grantor has not guaranteed, however, the maintenance of any water level in said lake.

2.         The non-exclusive right of surface drainage from the described premises into said lake.

3.         The non-exclusive right of ingress through, over, on and across the one hundred (100) foot road which borders the premises above described on the westerly side as shown on said Conine survey.

All that certain lot, tract or parcel of land situate, lying and being in Glynn County, Georgia, in the 27th District, G.M. therein, described and identified according to a plat of survey made by James L. Conine, Georgia Registered Surveyor No.l545, dated May 27, 1980 a copy of said plat being attached hereto as Exhibit “A” and made a part hereof, as follows, to-wit: BEGINNING at a point where the southern line of U.S. Highway No. 17, a 300 foot right-of-way, is intersected by the western entrance ramp to Interstate Highway No. 95, and from said beginning point run thence South 21 degrees 30 minutes East for a distance of 302.23 feet to a concrete monument; thence run South 00 degrees 42 minutes 46 seconds West for a distances of 144.27 feet to a concrete monument; thence run South 63 degrees 45 minutes West for a distance of 317.57 feet to a concrete monument; thence run North 13 degrees 11 minutes West for a distance at 746.8 feet to a concrete monument located on the southern line of U.S. Highway No. 17; thence run South 65 degrees 01 minutes East along said line of said Highway No. 17, for a distance of 382.15 feet to the point or place of beginning.

3

Parcel II:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN GEORGIA MILITIA DISTRICT 27, GLYNN COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TO FIND THE TRUE POINT OF BEGINNING, COMMENCE AT THE INTERSECTION OF THE SOUTHERN RIGHT OF WAY OF U.S. HIGHWAY NO. 17 AND THE WESTERN RIGHT OF WAY OF INTERSTATE 95 — RAMP “M”; THENCE, PROCEED SOUTH 21 DEGREES 26 MINUTES 31 SECONDS EAST FOR A DISTANCE OF 302.46 FEET TO A POINT; THENCE SOUTH 00 DEGREES 42 MINUTES 46 SECONDS WEST FOR A DISTANCE OF 144.27 FEET TO A POINT AND THE TRUE POINT OF BEGINNING.

FROM THE TRUE POINT OF BEGINNING, AS THUS ESTABLISHED, PROCEED SOUTH 00 DEGREES 42 MINUTES 46 SECONDS WEST FOR A DISTANCE OF 554.57 FEET TO A POINT; THENCE SOUTH 14 DEGREES 37 MINUTES 37 SECONDS WEST FOR A DISTANCE OF 376.61 FEET TO A POINT; THENCE NORTH 13 DEGREES 12 MINUTES 21 SECONDS WEST FOR A DISTANCE OF 800.86 FEET TO A POINT; THENCE NORTH 63 DEGREES 57 MINUTES 27 SECONDS EAST FOR A DISTANCE OF 317.16 FEET TO A POINT AND THE TRUE POINT OF BEGINNING.

CONTAINING WITHIN SAID BOUNDS 3.419 ACRES (148,938 SQUARE FEET) MORE OR LESS.

4

EXHIBIT A-49

[See attached legal description for Seymour, Indiana property]

A-49

3.065 Seymour, IN

2636 E. Tipton Street

Seymour, IN 47274

(TCA Site No. 65)

Legal Description

Parcel I:

A part of the Southeast quarter of Section Fifteen (15), Township Six (6) North, Range Six (6) East, more particularly described as follows: Commencing at the Southeast corner of the section; thence along the East line of said section, North 00 degrees 58 minutes 00 seconds East (an assumed bearing) 295.92 feet to a set P.K. nail at the point of beginning of this description; thence along the North line of Commerce Park (a commercial subdivision in Jackson County); South 89 degrees 42 minutes 59 seconds West 1339,24 feet to a found iron pin on the West line of the Southeast quarter of the Southeast quarter of Section 15; thence along said West line, North 01 degrees 49 minutes 58 seconds East, 363.00 feet to a found iron pin; thence continuing North 01 degree, 49 minutes 58 seconds East, 424,78 feet to a set iron pin on the Southerly right-of-way of a Frontage Road; thence along said right-of-way the following courses; South 89 degrees 53 minutes 28 seconds East, 403.65 feet to a set iron pin at a point of curvature; thence following the arc of a 100 foot radius curve to the left, a true arc distance of 157.08 feet to a set drill hole at a point of tangent, said curve has a chord which is 141.42 feet in length and bears North 44 degrees 04 minutes 46 seconds East; thence continuing along said right-of-way, North 01 degree 11 minutes 25 seconds West 14.38 feet to a set drill hole on the Southerly right-of-way of US Highway 50; thence along said right-of-way the following courses: North 89 degrees 44 minutes 08 seconds East 122.12 feet to a set chiseled “X” in conc.. curb; thence North 80 degrees 03 minutes 05 seconds East 354.68 feet to a found iron pin; thence leaving said

right-of-way, South 00 degrees 36 minutes 05 seconds West 300.13 feet to a found iron pin; thence South 89 degrees 24 minutes 05 seconds East 355.04 feet to a set P.K. nail on the East line of said Section 15; thence along said section line, South 00 degrees 58 minutes 00 seconds West, 291.07 feet to a set P.K. nail; thence south 89 degrees 37 minutes 40 seconds West 250.29 feet to a found iron pin; thence South 00 degrees 53 minutes 10 seconds West 200.00 feet to a set iron pin; thence North 89 degrees 37 minutes 40 seconds East 250.00 feet to a set P.K. nail on the East line of said Section 15; thence along said East line, South 00 degrees 58 minutes 00 seconds West, 163.00 feet to the point of beginning, containing 23.366 acres, more or less. EXCEPTING THEREFROM a portion of the above described parcel the following. A part of the Southeast quarter of Section Fifteen (15); Township Six (6) North, Range Six (6) East, more particularly described as follows: Commencing at the Southeast corner of said section; thence along the East line of said section, North 00 degrees 58 minutes 00 seconds East (as assumed bearing), 295.92 feet to a P.K. nail set; thence along the North line of Commerce Park (a commercial subdivision in Jackson County), South 89 degrees 42 minutes 59 seconds West 853.24 feet, the point of beginning of this description; thence continuing along the North line of Commerce Park, South 89 degrees 42 minutes 59 seconds West 486.00 feet to an iron pin on the West line of the Southeast quarter of the Southeast quarter of said Section 15; thence along said West line, North 01 degree 49 minutes 58 seconds East 787.78 feet to an iron pin on the Southerly right-of-way of a frontage road; thence along said right-of-way South 89 degrees 53 minutes 28 seconds East 348.50 feet to a point on the said Southerly right-of-way; thence South 05 degrees 56 minutes 32 seconds East 146.91 feet to a point; thence South 76 degrees 25 minutes 28 seconds West 62.58 feet to a point; thence South 06 degrees 12 minutes 00 seconds East, 242.80 feet to a point; thence North 89 degrees 43 minutes 00 seconds East 143.17 feet to a point; thence South 01 degree 42 minutes 59 seconds West 382.99 feet to the point of beginning, containing 322,078.7215 square feet, 7.3939 acres, more or less.

1

Parcel II:

Part of the southeast quarter of section fifteen (15), township six (6) north, range six (6) east, lying in the city of Seymour, Indiana and intended to be a part of that land as described and recorded in deed record 252, pages 296-305, in the office of the recorder of Jackson county, Indiana and described as follows: commencing at a mag nail (found) in u. S. Highway 31 marking the southeast corner of said section; thence north 00 degrees 07 minutes 28 seconds west along the east line of said quarter a distance of 949.52 feet to a mag nail (set); thence south 89 degrees 32 minutes 12 seconds west a distance of 53.66 feet to a 1/2 inch rebar (found) on the west right of way line of said highway and the point of beginning; thence continuing south 89 degrees 32 minutes 12 seconds west a distance of 300.54 feet to a 1/2 inch rebar (found); thence north 00 degrees 17 minutes 35 seconds west a distance of 300.56 feet to a 1/2 inch rebar (found) on the southern right of way line of U.S. highway 50; thence north 71 degrees 56 minutes 34 seconds east along said southern line a distance of 315.41 feet to a right of way marker (found) at the intersection of said southern line and the west right of way line of U.S. 31, the following 3 calls are along said west line; thence south 03 degrees 51 minutes 03 seconds east a distance of 161.58 feet to a right of way marker (found); thence south 02 degrees 16 minutes 56 seconds west a distance of 216.14 feet to a right of way marker (found); thence south 00 degrees 08 minutes 57 seconds west a distance of 18.71 feet to the point of beginning, containing 2.45 acres, more or less.

2

EXHIBIT A-84

[See attached legal description for Binghamton, New York property]

3.207 Binghamton, NY

753 Upper Court St.

P.O. Box 190

Binghamton, NY 13904

(TCA Site No. 207)

A-84

Legal Description

PARCEL I:

ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Kirkwood, County of Broome and State of New York, being a part of lot Number 20 Bingham’s Patent, bounded and described as follows:

Beginning at a stake in the northerly-line of the highway presently designated as U.S. Route No: 11 and New York Route No. 17 which said stake is in the westerly line of premises conveyed to Byron Layton by Ezekiel Finch by deed recorded in the Broome County Clerk’s Office January 28,1868 in Book 75 of Deeds at page 216; thence North 7° 09’ East and along the westerly line of said premises 149.47 feet to an Iron; thence South 74° 58’ East 176.2 feet to an Iron, which said Iron is 362.4 feet from the center line of Court Street and measured along the westerly line of premises conveyed by Admiral P. Layton, et al to Byron A. Layton and Nellie H. Layton, his wife, by deed recorded in said Clerk’s Office August 29, 1931 in Book 413 of Deeds at page 121; thence North 6° 41’ East 47.1feet to an iron now or formerly In the center of a brook; thence South 48o 09’ East 211.72 feet to an Iron now or formerly in the center of said book; thence South 6° 41’ West 231feet to an Iron in the northerly line of said highway; thence north 54° 42’ West and along the northerly line of said highway 268+ feet to a point; thence north 58° West and along said highway line 125.5 feet to the point or place of beginning.

PARCEL II:

ALL THAT TRACT OR PARCEL OF LAND situate in the Town of Kirkwood, Broome County, New York being a part of premises conveyed to Charles C. Morgan by Admiral P. Layton September 11, 1928 by deed recorded in Broome County Clerk’s Office in Liber 382 of Deeds, page 36 and more particularly described as follows: Commencing at a point in the center of the highway leading from Binghamton to Kirkwood on the north side of the Susquehanna River and in the west line of said premises of Charles C. Morgan; thence southwardly passing through an Iron stake standing at or near the south line of the said highway and along the west line of the said premises of Charles C. Morgan about 400 feet to a point, 375 feet from the said Iron stake; thence eastwardly at right angles 174.6 feet; thence northwardly at an interior angle of 90° 05’ along a line marked with stakes about 362.4 feet to the center of the above mentioned highway, the last described course passing through an Iron stake standing at or near the south line of the said highway; thence westwardly along the center of the said highway about 179 feet to the place of beginning.

EXCEPTING AND RESERVING THEREFROM, ALL THAT TRACT OR PARCEL OF LAND, situated in the Town of Kirkwood, County of Broome and State or New York, In Lot No. Twenty (20) of Bingham’s Patent, bounded and described as follows: Beginning at an iron in the west line or lands formerly of Admiral Layton about four hundred (400) feet southerly from the center of Court Street at the southwest corner of a lot conveyed to Charles Morgan by deed recorded in Deed Book No. 413 at page 120; thence along the west line of said lot, North seven (7) degrees nine (9) minutes East, twenty-six and twenty-seven hundredths (26.27) feet to an iron; running thence South seventy-four (74) degrees fifty-eight (58) minutes East, one hundred seventy-six and two tenths (176.2) feet to an iron at the southeast corner of said lot; running thence along the south line of said lot North

1

eighty-three (83) degrees thirty-two (32) minutes West, one hundred seventy-four and six tenths (174.6) feet to the point or place of beginning.

PARCEL III:

ALL THAT TRACT OR PARCEL OF LAND situate in the Town of Kirkwood; County of Broome and State of New York, being a part of the premises conveyed to Charles Morgan by Admiral P. Layton by deed dated Sept. 11, 1928, and recorded In the Broome County  Clerk’s Office in Book of Deeds No. 382, at page 36, and more particularly described as follows; Commencing at an iron pipe in the southery line of the highway leading form Binghamton to Kirkwood on the north side of the Susquehanna River, and which point of beginning is the northeast corner of the premises now or former1y owned by Mitchell Shulman; thence along the southerly line of said highway a distance of 175.67 feet to an Iron pipe; thence S 6° 41’ W a distance of 392.12 feet to a point; thence N 48o 09’ W a distance of 212.65 feet more or less to an iron pipe; thence N 6o 27’ E a distance of 284.97 feet to the point of beginning.

PARCEL IV:

ALL THAT TRACT OR PARCEL OF LAND situate in the Town of Kirkwood, Broome County, New York, bounded and described as follows: Commencing at a point in the northerly line of “Upper Court Street” presently  designated as New York State Route No. 17  and  U.S. Route 11, where the same is intersected by the westerly line of premises formerly known as the “Byron Layton Farm”; thence north 4o 52’ west 259.58 feet to an iron pipe; thence south 85o 13’ west 203.09 feet to an iron; thence south 4o 52’ east 107.35 feet to a point in the north of said highway at the center of a pipe sluiceway under said highway; thence southeastwardly and along the northerly line of said highway 254 feet to the point or place of beginning.

PARCEL V:

ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Kirkwood, County of Broome and State of New York, bounded and described as follows:

Beginning at a rebar (reinforcing rod) found at the intersection of the southerly boundary of Barlow Road with the easterly line of the parcel described in the deed to Clinton R. Wood and Ralph V. Wood recorded in Liber 1000 of Deeds at page 59;

Thence along the lines of said Wood parcel the following three courses:

South 06° 26’ 59” West a distance of 166.96 feet to a rebar set;

Thence South 79° 31’ 52” East a distance or 203.41 feet to a rebar set;

Thence South 05o 54’ 06” West a distance of 80.75 feet to a pipe found at the northeasterly corner of the first parcel described in the deed to Clinton R. Wood and Ralph V. Wood recorded in Liber 781 of Deeds at page 55;

Thence South 05o 38’ 06” West along the easterly line of said Wood parcel a distance of 257.77 feet to a rebar set;

Thence North 61o 09’ 04” West through said Wood parcel a distance of 302.28 feet to a rebar set in the wester1y line of said parcel;

2

Thence North 05º 58’ 59’’ East along the westerly line of both of the above mentioned Wood parcels a distance of 406.98 feet to a pipe found in the southerly boundary of Barlow Road;

Thence South 81º 41’ 33’’ East along said road boundary a distance of 75.47 feet to the point of beginning.

PARCEL VI:

ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Kirkwood, County of Broome and State of New York, bounded and described as follows:

BEGINNING at a point in the center of the highway leading from Kirkwood to Binghamton, commonly known as the Lackawanna Trail at a point where the East line of the farm conveyed by Elizabeth S. Slattery to Henry A. Bayless and Lillian A. Bayless by Warranty Deed dated February 1, 1900 and recorded in Broome County Clerk’s Office February 3, 1900 in Book 177 of Deeds at page 238; Thence South along the Easterly line of the said farm to the North line of the right of way of the Erie Railroad Company; THENCE West along the North line of the right of way of the Erie Railroad Company 214 feet to a point; THENCE Northerly in a line parallel with the first line herein described to the center of said highway leading from Kirkwood to Binghamton; THENCE Easterly along the center of the highway 214 feet to the point of beginning. The premises hereby conveyed are bounded on the North by the Highway leading from Kirkwood to Binghamton, commonly known as the Lackawanna Trail; on the East by lands now or formerly of Nathan Wood; on the south by the right of way of Erie Railroad Company; and on the West by lands of said party of the first part.

ALSO ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Kirkwood, County of Broome and State of New York and being a parcel approximately 63.2 feet on Barlow Road, so called, formerly (Old Route 17) and having a depth of approximately 23.19 feet on the Westerly boundary and 236.6 feet on the Easterly boundary.

EXPECTING THEREFROM the above two parcels of land, one parcel of land conveyed by Charles L. Crawford and Eva J. Crawford to Nate Wood by Warranty Deed dated February 4, 1948 and recorded in Broome County Clerk’s Office February 4, 1948 in Book 667 of Deeds at page 229, said parcel containing Approximately 5 acres of land more or less; and one parcel of land conveyed by Eva J. Crawford to Clinton R. Wood and Ralph V. Wood by Warranty Deed dated May 25, 1959 and recorded in said Clerk’s Office on May 25, 1959 in Book 1000 of Deeds at page 59.

3

PARCEL VII:

ALL that certain lot, piece or parcel of land situate in the Town of Kirkwood, County of Broome and State of New York, lying and being northerly of Upper Court Street (N.Y.S. Route 11) (varied R.O.W. width) with all bearings being referred to true North at the 76 degree 35 minute meridian of west longitude (cors 2007), bounded and described as follows:

COMMENCING at a found 5/8 inch rebar on the existing northerly highway boundary of Upper Court Street (N.Y.S. Route 11) at its intersection with the division line between the property owned by HPT TA Properties Trust on the east and the property now or formerly owned by D.A.S. Development Corp. on the west;

THENCE North 05 degrees 11 minutes 36 seconds West, along the last mentioned division line, passing through a found 5/8 inch rebar with cap at 107.32 feet, a total distance of 109.33 feet to a set mag nail, said mag nail being the point or place of beginning;

RUNNING THENCE from said point of beginning, North 02 degrees 43 minutes 39 seconds West, through said property now or formerly owned by D.A.S. Development Corp., a distance of 133.67 feet to a set mag nail at its intersection with the division line between said property owned by D.A.S. Development Corp. on the south and the property now or formerly owned by Milton E. and Joan M. Harrington on the north;

THENCE South 79 degrees 24 minutes 36 seconds East, along the last mentioned division line, a distance of 205.00 feet to a set mag nail; at its intersection with the division line between said property owned by HPT TA Properties Trust on the east and said property now or formerly owned by D.A.S. Development Corp. on the west;

THENCE South 05 degrees 14 minutes 36 seconds East, along the last mentioned division line, passing through a set mag nail at 48.00 feet, a total distance of 78.08 feet to a point at its intersection with the division line between said property owned by HPT TA Properties Trust on the south and said property now or formerly owned by D.A.S. Development Corp. on the north.

Thence South 84 degrees 53 minutes 24 seconds west, along the last mentioned division line, passing through a set mag nail at 78.00 feet, A total distance of 203.09 feet to the point or place of BEGINNING.

CONTAINING 21,261 square feet or 0.4881 acre, more or less.

4

EX-12.1

Exhibit 12.1

TravelCenters of America LLC

Statement of Computation of Ratio of Earnings to Fixed Charges

	Six Months  Ended			Years Ended December 31,
	June 30, 2013			2012			2011			2010			2009			2008
	(in thousands, except ratio amounts)
Pre-tax income (loss) from continuing operations	$	4,397		$	33,689		$	24,953		$	(65,803	)	$	(93,977	)	$	(41,878	)
Income from equity investees	(1,159		)	(1,877		)	(1,169		)	(757		)	(386		)	(1,383		)
Distributions received from equity investees	—			4,800			—			960			—			—
Fixed charges	45,004			79,161			75,471			106,603			96,350			94,309
Amortization of capitalized interest	—			—			—			—			—			—
Capitalized interest	(641		)	—			—			—			—			—
Total earnings	$	47,601		$	115,773		$	99,255		$	41,003		$	1,987		$	51,048
Interest expense(1)	$	8,495		$	10,358		$	9,005		$	25,653		$	15,440		$	13,801
Estimated interest within rent expense(2)	35,868			68,803			66,466			80,950			80,910			80,508
Capitalized interest	641			—			—			—			—			—
Total fixed charges	$	45,004		$	79,161		$	75,471		$	106,603		$	96,350		$	94,309
Ratio of earnings to fixed charges	1.06			1.46			1.32			—			—			—
Deficiency of earnings available to cover fixed charges	$	N/A		$	N/A		$	N/A		$	(65,600	)	$	(94,363	)	$	(43,261	)

(1)Includes interest expense and amortization of premiums and discounts related to indebtedness.

(2)Estimated interest within rent expense includes one third of rental expense, which approximates the interest component of operating leases.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Thomas M. O’Brien, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of TravelCenters of America LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2013	/s/ THOMAS M. O’BRIEN
	Thomas M. O’Brien President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Andrew J. Rebholz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of TravelCenters of America LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2013	/s/ ANDREW J. REBHOLZ
	Andrew J. Rebholz Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

(Section 906 of the Sarbanes — Oxley Act of 2002)

In connection with the filing by TravelCenters of America LLC (the “Company”) of the Quarterly Report on Form 10-Q for the period ended June 30, 2013 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2013	/s/ Thomas M. O’Brien
	Thomas M. O’Brien
	President and Chief Executive Officer
	/s/ Andrew J. Rebholz
	Andrew J. Rebholz
	Executive Vice President, Chief Financial Officer and Treasurer

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Basis of Presentation, Business Description and Organization (Policies)

6 Months Ended

Jun. 30, 2013

Basis of Presentation, Business Description and Organization

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In January 2013, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to report, in one place, information about reclassifications out of accumulated other comprehensive income, or AOCI. Companies are also required to present details of reclassifications in the disclosure of changes in AOCI balances. The update is effective for interim and annual reporting periods beginning after December 15, 2012. The implementation of this update did not cause any changes to our condensed consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which requires the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  This update is effective for fiscal years and interim reporting periods beginning after December 15, 2013.  Early adoption is permitted.  We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

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Condensed Consolidated Statements of Operations and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Fuel	$ 1,635,400	$ 1,689,007	$ 3,260,507	$ 3,372,200
Nonfuel	380,041	348,743	709,235	656,897
Rent and royalties	3,313	3,757	6,363	7,279
Total revenues	2,018,754	2,041,507	3,976,105	4,036,376
Cost of goods sold (excluding depreciation):
Fuel	1,545,588	1,592,870	3,093,767	3,207,617
Nonfuel	171,938	154,414	317,303	291,184
Total cost of goods sold (excluding depreciation)	1,717,526	1,747,284	3,411,070	3,498,801
Operating expenses:
Site level operating	190,646	176,088	374,579	346,225
Selling, general & administrative	24,482	24,366	47,709	47,533
Real estate rent	52,104	49,347	103,988	98,845
Depreciation and amortization	14,025	12,405	27,248	24,264
Total operating expenses	281,257	262,206	553,524	516,867
Income from operations	19,971	32,017	11,511	20,708
Income from equity investees	723	662	1,159	462
Acquisition costs	(205)	(316)	(320)	(458)
Interest income	307	360	542	582
Interest expense	(4,430)	(2,482)	(8,495)	(4,994)
Income before income taxes	16,366	30,241	4,397	16,300
Provision for income taxes	382	389	552	633
Net income	15,984	29,852	3,845	15,667
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes of $(85) and $(50) for three months ended June 30, 2013 and 2012 and $(138) and $(3) for six months ended June 30, 2013 and 2012, respectively	(199)	(127)	(325)	(4)
Equity interest in investee's unrealized loss on investments	(73)	(3)	(81)	(4)
Other comprehensive income (loss)	(272)	(130)	(406)	(8)
Comprehensive income	$ 15,712	$ 29,722	$ 3,439	$ 15,659
Net income per share:
Basic and diluted (in dollars per share)	$ 0.54	$ 1.04	$ 0.13	$ 0.54

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Acquisitions

6 Months Ended

Jun. 30, 2013

Acquisitions

Acquisitions

4. Acquisitions

During the first half of 2013, we acquired for cash the assets at six locations for an aggregate of approximately $27,948, and we accounted for these transactions as business combinations.  Two of these locations were purchased from franchisees.  We have included the results of the acquired sites in our condensed consolidated financial statements from their respective dates of acquisition.  The pro forma impact of including the results of operations of the acquired business from the beginning of the period is not material to our results of operations.  The following table summarizes the amounts assigned, based on their fair values, to the assets we acquired and liabilities we assumed in the business combinations described above.  The estimates of fair values for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional information during the respective measurement periods (up to one year from the acquisition date).

Cash	$	61
Inventories	962
Other current assets	7
Property and equipment	22,239
Goodwill	5,077
Other noncurrent assets	295
Other current liabilities	(279		)
Other noncurrent liabilities	(414		)
Total purchase price	$	27,948

During the three and six months ended June 30, 2013, we incurred and charged to expense $205 and $320, respectively, of acquisition costs related to our acquisition activity. 

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Basis of Presentation, Business Description and Organization (Details)	6 Months Ended
	Jun. 30, 2013 item leasedsite acre state
Basis of Presentation, Business Description and Organization
Number of locations	247
Number of states in which the entity operates	42
Number of sites under leases	190
Number of locations owned	30
Area of property (in acres)	25
Number of operating segments	1
Number of reportable segments	1
HPT
Basis of Presentation, Business Description and Organization
Number of sites under leases	185
Company operated sites
Basis of Presentation, Business Description and Organization
Number of locations	214
Franchised sites
Basis of Presentation, Business Description and Organization
Number of locations owned and operated	27
Franchisee subleased sites | HPT
Basis of Presentation, Business Description and Organization
Number of locations	6
Franchisee operated sites
Basis of Presentation, Business Description and Organization
Number of locations	33

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share

Schedule of reconciliation from net income to the net income available to common shareholders and the related earnings per share

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Net income, as reported	$	15,984	$	29,852	$	3,845	$	15,667
Less: net income attributable to participating securities	992		1,711		239		899
Net income available to common shareholders	$	14,992	$	28,141	$	3,606	$	14,768
Weighted average common shares(1)	27,716,024		27,144,909		27,707,211		27,134,194
Basic and diluted net income per share	$	0.54	$	1.04	$	0.13	$	0.54

(1) Excludes the unvested shares granted under our share award plan, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shareholders.  The weighted average number of unvested shares outstanding for the three months ended June 30, 2013 and 2012, was 1,834,847 and 1,650,413, respectively.  The weighted average number of unvested shares outstanding for the six months ended June 30, 2013 and 2012, was 1,836,368 and 1,650,970, respectively.

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Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Summary of the amounts assigned, based on their fair values, to the assets acquired and liabilities assumed in the business combinations
Cash	$ 61		$ 61
Inventories	962		962
Other current assets	7		7
Property and equipment	22,239		22,239
Goodwill	5,077		5,077
Other noncurrent assets	295		295
Other current liabilities	(279)		(279)
Other noncurrent liabilities	(414)		(414)
Total purchase price	27,948		27,948
Acquisition measurement period			1 year
Acquisition costs	$ 205	$ 316	$ 320	$ 458
Two locations
Acquisitions
Number of locations formerly operated by franchisees			2
Six locations
Acquisitions
Number of locations acquired			6

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventories
Nonfuel products	$ 149,097	$ 144,025
Fuel products	43,307	46,981
Total inventories	$ 192,404	$ 191,006

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified		1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended	1 Months Ended		6 Months Ended
	Aug. 31, 2013 Additional locations Pending Acquisition	May 31, 2010 Numerous companies in the petroleum industry, including predecessor and subsidiaries against which litigations were filed case	Jun. 30, 2013 Numerous companies in the petroleum industry, including predecessor and subsidiaries against which litigations were filed lawsuit fahrenheit	May 31, 2010 Numerous companies in the petroleum industry, including predecessor and subsidiaries against which litigations were filed TA entity case	Jun. 30, 2013 Numerous companies in the petroleum industry, including predecessor and subsidiaries against which litigations were filed TA entity item case	Apr. 30, 2011 Purported class action suit against Comdata plaintiffs	Apr. 30, 2009 Purported class action suit against Comdata plaintiffs	Jun. 30, 2013 Litigation by Riverside County	Jun. 30, 2013 Minimum Numerous companies in the petroleum industry, including predecessor and subsidiaries against which litigations were filed state	Jun. 30, 2013 Environmental Matters	Jun. 30, 2013 Environmental Matters Maximum
Commitments and Contingencies
Purchase price paid	$ 1,512
Gross accrued liability										8,965
Receivable for expected recoveries of certain estimated future expenditures										2,331
Estimated net amount expected to be funded from future cash flows										6,634
Insurance for certain environmental liabilities known at the time of issuance of policies											10,000
Insurance for certain environmental liabilities not known at the time of issuance of policies											40,000
Number of lawsuits in which major petroleum refineries and retailers have been named as defendants			1
Number of states									20
Temperature of motor fuel at the time of sale, at which it was allegedly purchased by retail purchasers (in fahrenheit)			60
Period for which damages would be payable			8 years
Damages that would be payable			10,700
Number of cases filed		2		1
Number of cases remanded					3
Number of defendants severed from the case					1
Number of independent truck stop owners, who are plaintiffs						4	5
Net expense recorded								$ 26

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Computation of Basic and Diluted Earnings Per Share
Net income, as reported	$ 15,984	$ 29,852	$ 3,845	$ 15,667
Less: net income attributable to participating securities	992	1,711	239	899
Net income available to common shareholders	$ 14,992	$ 28,141	$ 3,606	$ 14,768
Weighted average common shares	27,716,024	27,144,909	27,707,211	27,134,194
Basic and diluted net income per share	$ 0.54	$ 1.04	$ 0.13	$ 0.54
Number of unvested participating shares	1,834,847	1,650,413	1,836,368	1,650,970

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net income	$ 3,845	$ 15,667
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash rent expense	(4,400)	(4,806)
Share based compensation expense	1,859	1,095
Depreciation and amortization expense	27,248	24,264
Income from equity investees	(1,159)	(462)
Distribution from equity investee		2,000
Amortization of deferred financing costs	325	175
Deferred income tax provision	180	208
Provision for doubtful accounts	128	14
Changes in assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(73,102)	(24,364)
Inventories	(476)	4,217
Other current assets	6,079	4,160
Accounts payable and other current liabilities	101,063	57,965
Other, net	1,431	167
Net cash provided by operating activities	63,021	80,300
Cash flows from investing activities:
Proceeds from sales of improvements to HPT	43,694	18,065
Proceeds from asset sales	39	111
Acquisitions of businesses, net of cash acquired	(27,887)	(17,830)
Capital expenditures	(84,703)	(68,392)
Net cash used in investing activities	(68,857)	(68,046)
Cash flows from financing activities:
Proceeds from sale/leaseback transactions with HPT	1,535
Proceeds from Senior Notes issuance	110,000
Sale/leaseback financing obligation payments	(1,022)	(1,098)
Payment of deferred financing fees	(4,749)	(22)
Net cash provided by (used in) financing activities	105,764	(1,120)
Effect of exchange rate changes on cash	(26)	(3)
Net increase in cash	99,902	11,131
Cash and cash equivalents at the beginning of the period	35,189	118,255
Cash and cash equivalents at the end of the period	135,091	129,386
Supplemental disclosure of cash flow information:
Interest paid (including rent classified as interest)	6,882	4,781
Income taxes paid (net of refunds)	$ 685	$ 950

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Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share

Earnings Per Share

2. Earnings Per Share

Unvested shares issued under our share award plan are deemed participating securities because they participate equally in earnings with all of our other common shares.  The following table presents a reconciliation from net income to the net income available to common shareholders and the related earnings per share.

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Net income, as reported	$	15,984	$	29,852	$	3,845	$	15,667
Less: net income attributable to participating securities	992		1,711		239		899
Net income available to common shareholders	$	14,992	$	28,141	$	3,606	$	14,768
Weighted average common shares(1)	27,716,024		27,144,909		27,707,211		27,134,194
Basic and diluted net income per share	$	0.54	$	1.04	$	0.13	$	0.54

(1) Excludes the unvested shares granted under our share award plan, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shareholders.  The weighted average number of unvested shares outstanding for the three months ended June 30, 2013 and 2012, was 1,834,847 and 1,650,413, respectively.  The weighted average number of unvested shares outstanding for the six months ended June 30, 2013 and 2012, was 1,836,368 and 1,650,970, respectively.

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Senior Notes

6 Months Ended

Jun. 30, 2013

Senior Notes.

Senior Notes

5. Senior Notes

On January 15, 2013, we issued at par of $110,000 aggregate principal amount of our 8.25% Senior Notes, or the Senior Notes, in an underwritten public offering.  The Senior Notes are our senior unsecured obligations. The Senior Notes bear interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2013. The Senior Notes will mature (unless previously redeemed) on January 15, 2028. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the Senior Notes by paying 100% of the principal amount of the Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.  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.  Total expenses of the offering of $4,914 were capitalized as deferred financing costs, which are included in other noncurrent assets in our condensed consolidated balance sheet.

We estimate that the fair value of our Senior Notes was $115,280 based on the trading price (a Level 1 input) of our Senior Notes on or about June 30, 2013.  The fair value of the Senior Notes exceeds the book value because the Senior Notes were trading at a premium to their par value.

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Inventories

6 Months Ended

Jun. 30, 2013

Inventories

Inventories

3. Inventories

Inventories consisted of the following:

	June 30,		December 31,
	2013		2012
Nonfuel products	$	149,097	$	144,025
Fuel products	43,307		46,981
Total inventories	$	192,404	$	191,006

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Senior Notes (Details) (Senior Notes, USD $) In Thousands, unless otherwise specified	0 Months Ended	6 Months Ended
	Jan. 15, 2013	Jun. 30, 2013
Senior Notes
Senior notes
Aggregate principal amount	$ 110,000
Interest rate (as a percent)		8.25%
Redemption price of debt instrument (as a percent)		100.00%
Deferred financing costs, noncurrent		4,914
Fair value of debt instrument		$ 115,280

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2007	Dec. 31, 2012 Federal
Income Taxes
Net operating loss carryforward limitation amount					$ 50,346
Income Taxes
Unrestricted available federal net operating loss carry forward						109,795
Tax expense recognized	382	389	552	633
State taxes based on operating income	287	232	372	424
Tax expense related to a noncash deferred liability arising from foreign currency translation adjustments	$ 96	$ 52	$ 180	$ 104
Number of years of profitability used to estimate the change in valuation allowance			2 years

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 1,776	$ 1,516
Common shares, par value (in dollar per share)	$ 0.00	$ 0.00
Common shares, shares authorized	31,683,666	31,683,666
Common shares, shares issued	29,570,141	29,536,466
Common shares, shares outstanding	29,570,141	29,536,466

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies.

Commitments and Contingencies

8. Commitments and Contingencies

Commitments

As of June 30, 2013, we had entered an agreement to acquire a location for approximately $1,512.  We expect to complete the acquisition of this location in August 2013, but this purchase is subject to conditions and may not occur, may be delayed or its terms may change.

Guarantees

In the normal course of our business we periodically enter into agreements that contain guarantees or indemnification provisions.  While we cannot estimate the maximum amount to which we may be exposed under these agreements, we do not believe that any potential guaranty or indemnification is likely to have a material adverse effect on our consolidated financial position or results of operations.

We offer a warranty of our workmanship in our truck service facilities; the annual warranty expense and corresponding liability are not material to us.

Environmental Matters

Extensive environmental laws regulate our operations and properties.  These laws may require us to investigate and clean up hazardous substances, including petroleum 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.  We use both underground storage tanks and above ground storage tanks to store petroleum products and waste 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 our leases, we generally have agreed to indemnify HPT for any environmental liabilities related to locations that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the locations.

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 received, and may receive, 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 insurance or other third party reimbursement or for which we have not previously recorded a reserve, 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 June 30, 2013, we had a gross accrued liability of $8,965 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $2,331, resulting in an estimated net amount of $6,634 that we expect to need to fund in the future.  We do not have a reserve for unknown current or potential future environmental matters.  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.  We cannot precisely know the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, based on our current knowledge we do not expect that our net costs for such matters to be incurred at our locations, individually or in the aggregate, would be material to our financial condition or results of operations.

We have insurance of up to $10,000 for certain environmental liabilities at certain of our locations that were known at the time the policies were issued, and up to $40,000 for certain environmental liabilities not known by us at the time the policies were issued, subject, in each case, to certain limitations and deductibles.  However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

While the costs of our environmental compliance in the past have not had a material adverse impact on us, it is impossible to 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 material liability will not be imposed on us in the future.  If we discover additional environmental problems, 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.  In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters may be adopted or administered and enforced differently in the future, which could require us to expend significant amounts.  For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor vehicle gasoline and diesel fuel, could negatively impact our business.  Further, legislation and regulations that limit carbon emissions also may cause our energy costs at our locations to increase.

Legal Proceedings

In May 2010, the California Attorney General commenced litigation on behalf of the California State Water Resources Control Board against various defendants, including us, HPT TA Properties Trust (which is a subsidiary of HPT), PTP and Tejon in the Superior Court of California for Alameda County seeking unspecified civil penalties and injunctive relief for alleged violations of underground storage tank laws and regulations at various facilities in Kern and Merced Counties, which alleged violations do not include release of contamination into the environment.  On July 26, 2010, the California Attorney General voluntarily dismissed this litigation against us and the other named defendants, and on September 2, 2010, refiled its complaint against the same defendants in the Superior Court of California for Merced County, seeking unspecified civil penalties and injunctive relief.  We have denied the material allegations in the complaint and asserted various affirmative defenses.  The parties are currently engaged in settlement negotiations.  We intend to defend this lawsuit if a settlement is not reached.  Under the TA Lease and our expired lease agreement with Tejon for a location that was closed in 2009, we are liable to indemnify HPT TA Properties Trust and Tejon for any liabilities, costs and expenses they incur in connection with this litigation.  We have accrued an estimated loss for this matter and believe that the additional amount of loss we may realize, if any, upon the ultimate resolution of this matter in excess of the amount we have accrued will not be material to us.

Beginning in December 2006, a series of class action lawsuits was filed against numerous companies in the petroleum industry, including our predecessor and our subsidiaries, in U.S. district courts in over 20 states.  Major petroleum refiners and retailers were named as defendants in one or more of these lawsuits.  The plaintiffs in the lawsuits generally allege that they are retail purchasers who purchased motor fuel at temperatures greater than 60 degrees Fahrenheit at the time of sale.  One theory alleges that the plaintiffs purchased smaller amounts of motor fuel than the amount for which defendants charged them because the defendants measured the amount of motor fuel they delivered by volumes which, at higher temperatures, contain less energy.  A second theory alleges that fuel taxes are calculated in temperature adjusted 60 degree gallons and are collected by governmental agencies from suppliers and wholesalers, who are reimbursed in the amount of the tax by the defendant retailers before the fuel is sold to consumers.  These “tax” cases allege that, when the fuel is subsequently sold to consumers at temperatures above 60 degrees, the retailers sell a greater volume of fuel than the amount on which they paid tax, and therefore reap unjust benefit because the customers pay more tax than the retailer pays.  A third theory, advanced more recently in connection with plaintiffs’ request for class certification, alleges that all purchasers of fuel at any temperature are harmed because the defendants do not use equipment that adjusts for temperature or disclose the temperature of fuel being sold, and thereby deprive customers of information they allegedly require to make an informed purchasing decision.  We believe that there are substantial factual and legal defenses to the theories alleged in these so called “hot fuel” lawsuits.  The “temperature” cases seek nonmonetary relief in the form of an order requiring the defendants to install devices that display the temperature of the fuel and/or temperature correcting equipment on their retail fuel pumps and monetary relief in the form of damages, but the plaintiffs have not quantified the damages they seek.  The “tax” cases also seek monetary relief.  Plaintiffs have proposed a formula (which we dispute) to measure these damages as the difference between the amount of fuel excise taxes paid by defendants and the amount collected by defendants on motor fuel sales.  Plaintiffs have taken the position in filings with the Court that under this approach, our damages for an eight-year period for one state would be approximately $10,700.  We deny liability and disagree with the plaintiffs’ positions.  All of these cases have been consolidated in the U.S. District Court for the District of Kansas pursuant to multi-district litigation procedures.  On May 28, 2010, that Court ruled that, with respect to two cases originally filed in the U.S. District Court for the District of Kansas, it would grant plaintiffs’ motion to certify a class of plaintiffs seeking injunctive relief (implementation of fuel temperature equipment and/or posting of notices regarding the effect of temperature on fuel).  On January 19, 2012, the Court amended its prior ruling, and certified a class with respect to plaintiffs’ claims for damages as well.  A TA entity was named in one of those two Kansas cases, but the Court ruled that the named plaintiffs were not sufficient to represent a class as to TA.  TA was thereafter dismissed from the Kansas case, and TA entities have been dismissed voluntarily from several other cases as well.  Several defendants in the Kansas cases, including major petroleum refiners, have entered into multi-state settlements.  Following a September 2012 trial against the remaining defendants in the Kansas cases, the jury returned a unanimous verdict in favor of those Kansas defendants, and the judge likewise ruled in the Kansas defendants’ favor on the sole non-jury claim.  In early 2013, the Court announced its intention to remand three cases originally filed in federal district courts in California back to their original courts.  A TA entity is named in one of these three California cases.  Recently, the Court severed one defendant from these California cases and announced that the cases would proceed with respect to that defendant, and would be stayed as to all others, including TA.  On April 9, 2013, the Court granted plaintiffs’ motion for class certification in the California cases.  The class is limited to the “liability” and injunctive aspects of plaintiffs’ claims, leaving the question of relief in the form of damages for a second phase of the trial.  The Court has not issued a decision on class certification or motions for summary judgment with respect to the remaining cases that have been consolidated in the multi-district litigation.  We cannot estimate our ultimate exposure to loss or liability, if any, related to these lawsuits, but, the continued costs to defend these cases could be significant.

On April 6, 2009, five independent truck stop owners, who are plaintiffs in a purported class action suit against Comdata Network, Inc., or Comdata, in the U.S. District Court for the Eastern District of Pennsylvania, filed a motion to amend their complaint to add us as a defendant, which was allowed on March 25, 2010.  The amended complaint also added as defendants Ceridian Corporation, Pilot Travel Centers LLC and Love’s Travel Stops & Country Stores, Inc.  Comdata markets fuel cards which are used for payments by trucking companies at truck stops.  The amended complaint alleged antitrust violations arising out of Comdata’s contractual relationships with truck stops in connection with its fuel cards.  The plaintiffs have sought unspecified damages and injunctive relief.  On March 24, 2011, the Court dismissed the claims against TA in the amended complaint, but granted plaintiffs leave to file a new amended complaint.  Four independent truck stop owners, as plaintiffs, filed a new amended complaint against us on April 21, 2011, repleading their claims.  On May 6, 2011, we renewed our motion to dismiss the complaint with prejudice while discovery otherwise proceeded.  The Court denied our renewed motion to dismiss on March 29, 2012, and we filed an answer to the complaint on April 30, 2012.  The Court has set a schedule that provides that trial shall begin on August 4, 2014.  We believe that there are substantial factual and legal defenses to the plaintiffs’ claims against us.  We cannot estimate our ultimate exposure to loss or liability, if any, related to this lawsuit, but the continued costs to defend this case could be significant.

In February 2012, Riverside County in the State of California performed its annual inspection of the underground storage tank systems at one of our sites and subsequently asserted that we were in violation of state laws and regulations governing the operation of those systems.  On June 3, 2013, the Superior Court of Riverside County approved a settlement agreement between us and Riverside County which resolved all of Riverside County’s claims regarding the alleged violations of underground storage tank laws at the subject site.  In addition, we simultaneously resolved our claims for indemnification from third parties. We recorded in 2012 an expense with respect to this matter of $26, which is net of our receipt of third party indemnification payments.

In addition to the legal proceedings referenced above, we are routinely involved in various other legal and administrative proceedings, including tax audits incidental to the ordinary course of our business, none of which we expect, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash flows.

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Condensed Consolidated Statements of Operations and Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Consolidated Statements of Operations and Comprehensive Income
Foreign currency translation adjustment, taxes	$ (85)	$ (50)	$ (138)	$ (3)

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 135,091	$ 35,189
Accounts receivable (less allowance for doubtful accounts of $1,776 as of June 30, 2013, and $1,516 as of December 31, 2012)	179,084	106,273
Inventories	192,404	191,006
Other current assets	56,075	61,020
Total current assets	562,654	393,488
Property and equipment, net	609,444	576,512
Goodwill and intangible assets, net	24,571	20,041
Other noncurrent assets	33,414	28,240
Total assets	1,230,083	1,018,281
Current liabilities:
Accounts payable	209,387	143,605
Current HPT Leases liabilities	31,557	28,354
Other current liabilities	143,078	111,168
Total current liabilities	384,022	283,127
Noncurrent HPT Leases liabilities	344,750	351,135
Senior Notes due 2028	110,000
Other noncurrent liabilities	32,579	30,585
Total liabilities	871,351	664,847
Commitments and contingencies
Shareholders' equity:
Common shares, no par value, 31,683,666 shares authorized at June 30, 2013, and December 31, 2012, and 29,570,141 and 29,536,466 shares issued and outstanding at June 30, 2013, and December 31, 2012, respectively	606,965	605,106
Accumulated other comprehensive income	893	1,299
Accumulated deficit	(249,126)	(252,971)
Total shareholders' equity	358,732	353,434
Total liabilities and shareholders' equity	$ 1,230,083	$ 1,018,281

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Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accumulated Other Comprehensive Income
Balance at the beginning of the period			$ 1,299
Foreign currency translation adjustment, net of tax of $(138)	(199)	(127)	(325)	(4)
Equity interest in investee's unrealized loss on investments	(73)	(3)	(81)	(4)
Other comprehensive income (loss)	(272)	(130)	(406)	(8)
Balance at the end of the period	893		893
Foreign currency translation adjustment, taxes	(85)	(50)	(138)	(3)
Foreign currency translation adjustment
Accumulated Other Comprehensive Income
Balance at the beginning of the period			1,200
Foreign currency translation adjustment, net of tax of $(138)			(325)
Other comprehensive income (loss)			(325)
Balance at the end of the period	875		875
Equity interest in investee's unrealized gain (loss) on investments
Accumulated Other Comprehensive Income
Balance at the beginning of the period			99
Equity interest in investee's unrealized loss on investments			(81)
Other comprehensive income (loss)			(81)
Balance at the end of the period	$ 18		$ 18

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Other Information (Tables)

6 Months Ended

Jun. 30, 2013

Other Information

Schedule of interest expense

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Interest related to our Senior Notes and Credit Facility	$	2,742		$	533	$	5,115		$	1,071
HPT rent classified as interest	1,743			1,810		3,484			3,620
Amortization of deferred financing costs	170			88		325			175
Capitalized interest	(316		)	—		(641		)	—
Other	91			51		212			128
Interest expense	$	4,430		$	2,482	$	8,495		$	4,994

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Related Party Transactions

6 Months Ended

Jun. 30, 2013

Related Party Transactions

Related Party Transactions

7. Related Party Transactions

Relationship with HPT

HPT was our parent company until 2007 and is our principal landlord and our largest shareholder.  We were created as a separate public company in 2007 as a result of a spin off from HPT.  As of June 30, 2013, HPT owned 2,540,000 of our common shares, representing approximately 8.6% of our outstanding common shares.  One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of HPT.  Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is also a trustee of HPT, and Mr. Barry Portnoy’s son-in-law is an executive officer of HPT.  Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, was a former executive officer of HPT.  In addition, one of our Independent Directors, Mr. Arthur Koumantzelis, was a trustee of HPT at the time we were created; Mr. Koumantzelis resigned and ceased to be a trustee of HPT shortly before he joined our Board of Directors in 2007.

We have two leases with HPT, the TA Lease and the Petro Lease, pursuant to which we lease 185 locations from HPT.  Our TA Lease is for 145 locations that we operate primarily under the “TravelCenters of America” or “TA” brand names.  Our Petro Lease is for 40 locations that we operate under the “Petro” brand name.  The TA Lease expires on December 31, 2022.  The Petro Lease expires on June 30, 2024, and may be extended by us for up to two additional periods of 15 years each.  We have the right to use the “TA”, “TravelCenters of America” and other trademarks, which are owned by HPT, during the term of the TA Lease.  We refer to the TA Lease and Petro Lease collectively as the HPT Leases.

The HPT Leases are “triple net” leases that require us to pay all costs incurred in the operation of the leased locations, including personnel, utilities, acquiring inventories, providing services to customers, insurance, paying real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those locations at which HPT leases the property and subleases it to us.  We also are required to generally indemnify HPT for certain environmental matters and for liabilities which arise during the terms of the leases from ownership or operation of the leased locations.  In addition, we are obligated to pay HPT at lease expiration an amount equal to an estimate of the cost of removing underground storage tanks on the leased sites.

Effective February 2012, the annual rent amount payable under the TA Lease increased by $5,000 pursuant to the final fixed rent increase included in the HPT Leases.  Accordingly, under the current terms of the HPT Leases, our rent payments to HPT will not increase except as a result of percentage rent and rent related to sales to HPT of improvements we make to properties we lease from HPT, as further described in the following paragraphs, or in the event HPT acquires and leases other properties to us.

Effective January 2012, we began to incur percentage rent payable to HPT under the TA Lease, and effective January 2013, we began to incur percentage rent payable to HPT under the Petro Lease.  Percentage rent under the HPT Leases is based on the excess of our fuel and nonfuel revenues over the applicable base year periods.  The percentage rent is paid to HPT quarterly in arrears.  HPT has agreed to waive the first $2,500 of percentage rent that may become due under the Petro Lease.  The total amount of percentage rent we recognized as expense during the three and six months ended June 30, 2013 and 2012, was $593 and $1,282 and $326 and $1,055, respectively.  The amount of percentage rent that would have been payable under the Petro Lease for the three and six months ended June 30, 2013, was $102 and $217, respectively; because these amounts were waived, we did not recognize them as an expense in the three and six months ended June 30, 2013.

Under the HPT Leases, we may request that HPT purchase certain approved renovations, improvements and equipment at the leased locations in return for increases in our minimum annual rent according to the following formula: the minimum rent per year will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%.  During the six months ended June 30, 2013, pursuant to the terms of the HPT Leases, we sold to HPT $45,229 of improvements we made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by approximately $3,844.  As of June 30, 2013, our property and equipment balance included $5,757 for similar improvements we have made to HPT owned sites that we intend to request that HPT purchase from us for an increase in future rent; however, HPT is not obligated to purchase these improvements.

The following table summarizes the various amounts related to the HPT Leases and leases with other lessors that are reflected in real estate rent expense in our condensed consolidated statements of operations and comprehensive income.

	Three Months EndedJune 30,						Six Months EndedJune 30,
	2013			2012			2013			2012
Cash payments for rent under the HPT Leases	$	53,473		$	51,713		$	107,125		$	102,897
Accrued estimated percentage rent not yet paid	584			208			584			208
Straight line rent adjustments	(523		)	(1,013		)	(900		)	(1,134		)
Sale/leaseback financing obligation amortization	(512		)	(549		)	(1,022		)	(1,098		)
Rent payments recognized as interest expense	(1,743		)	(1,810		)	(3,484		)	(3,620		)
Deferred leasehold improvements allowance amortization	(1,692		)	(1,692		)	(3,384		)	(3,384		)
Amortization of deferred gain on sale/leaseback transactions	(77		)	(17		)	(153		)	(34		)
Rent expense related to HPT Leases	49,510			46,840			98,766			93,835
Rent paid to others (1)	2,591			2,453			5,198			4,847
Straight line rent adjustments for other leases	3			54			24			163
Total real estate rent expense	$	52,104		$	49,347		$	103,988		$	98,845

(1) Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.

The following table summarizes the various amounts related to the HPT Leases that are included in our balance sheets.

	June 30,		December 31,
	2013		2012
Current HPT Leases liabilities:
Accrued rent	$	17,974	$	17,092
Current portion of sale/leaseback financing obligation (1)	2,162		2,038
Current portion of straight line rent accrual (2)	4,346		2,149
Current portion of deferred gain on sale/leaseback transactions (3)	306		306
Current portion of deferred tenant improvements allowance (4)	6,769		6,769
Total Current HPT Leases liabilities	$	31,557	$	28,354
Noncurrent HPT Leases liabilities:
Deferred rent obligation (5)	$	150,000	$	150,000
Sale/leaseback financing obligation (1)	82,584		82,195
Straight line rent accrual (2)	51,996		55,233
Deferred gain on sale/leaseback transactions (3)	2,639		2,792
Deferred tenant improvements allowance (4)	57,531		60,915
Total Noncurrent HPT Lease liabilities	$	344,750	$	351,135

(1) Sale/leaseback Financing Obligation.  GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheet the leased assets at thirteen of the locations previously owned by our predecessor that we now lease from HPT because we subleased more than a minor portion of those locations to third parties, and one location did not qualify for operating lease treatment for other reasons.  Accordingly, we recorded the leased assets at these locations at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale/leaseback financing obligation in our consolidated balance sheet.  In addition, sales to HPT of improvements at these locations are accounted for as sale/leaseback financing transactions and these liabilities are increased by the amount of proceeds we receive from HPT.  We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale/leaseback financing obligation and a portion as interest expense in our consolidated statements of operations and comprehensive income.  We determined the allocation of these rent payments to the liability and to interest expense using the effective interest method.  During 2012, the subleases at four of these locations were terminated, qualifying the related locations for sale leaseback accounting and reducing this liability.  The amounts allocated to interest expense were $1,743 and $1,810 for the three months ended June 30, 2013 and 2012, respectively, and $3,484 and $3,620 for the six months ended June 30, 2013 and 2012, respectively.

(2) Straight Line Rent Accrual.  The TA Lease included scheduled rent increases over the lease term, as do certain of the leases for properties we sublease from HPT and pay the rent directly to HPT’s landlords.  Also, under our leases with HPT, we are obligated to pay to HPT at lease expiration an amount equal to an estimate of the asset retirement obligation we would have if we owned the underlying assets.  We recognize the effects of scheduled rent increases and the future payment to HPT for asset retirement obligations in real estate rent expense over the lease terms on a straight line basis, with offsetting entries to this accrual balance.

(3) Deferred Gain on Sale/Leaseback Transactions.  Under GAAP, the gain or loss from the sale portion of a sale/leaseback transaction is deferred and amortized into real estate rent expense on a straight line basis over the term of the lease.

(4) Deferred Tenant Improvements Allowance.  HPT committed to fund up to $125,000 of capital projects at the sites we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the rent deemed to be related to this tenant improvements allowance.  This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those payments.  We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of real estate rent expense.

(5) Deferred Rent Obligation.  Pursuant to a rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT.  The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024.  This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us.

On April 15, 2013, we entered an agreement with Equilon Enterprises LLC doing business as Shell Oil Products US, or Shell, pursuant to which Shell has agreed to construct a network of natural gas fueling lanes at up to 100 of our travel centers located along the U.S. interstate highway system, including locations we lease from HPT.  In connection with that agreement, on April 15, 2013, we and HPT amended the HPT Leases to revise the calculation of percentage rent payable by us under the HPT Leases, with the intended effect that the amount of percentage rent be unaffected by the type of fuel sold, whether diesel fuel or natural gas.  That amendment also made certain administrative changes.  Also on that date, in order to facilitate our agreement with Shell, HPT entered into a subordination, non-disturbance and attornment agreement with Shell, whereby HPT agreed to recognize Shell’s license and other rights with respect to the natural gas fueling lanes at our HPT leased locations on certain conditions and in certain circumstances.

On July 1, 2013, HPT purchased land that was previously leased by HPT from a third party and subleased to us under the TA Lease.  Effective as of that date rents due to that third party and our reimbursement of those rents to HPT under the terms of the TA Lease ceased.  Also on that date, we and HPT amended the TA Lease to reflect our direct lease from HPT of that land and certain minor properties adjacent to existing travel centers included in the TA Lease purchased by HPT and to increase annual rent by 8.5% of HPT’s total investment in these properties, or $537.

Relationship with RMR

Reit Management & Research LLC, or RMR, provides business management and shared services to us pursuant to a business management and shared services agreement, or our business management agreement.  RMR also provides building management services to us for our headquarters building pursuant to a property management agreement.  Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, including HPT.  One of our Managing Directors, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR.  Mr. Barry Portnoy’s son, Mr. Adam Portnoy, is an owner of RMR and serves as President, Chief Executive Officer and a director of RMR.  Our other Managing Director, Mr. Thomas O’Brien, who is also our President and Chief Executive Officer, is also an Executive Vice President of RMR.  Mr. Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mr. Mark Young, our Executive Vice President and General Counsel, are Senior Vice Presidents of RMR.  HPT’s executive officers are officers of RMR.  A majority of our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR or its affiliates provide management services.  Mr. Barry Portnoy serves as a managing director or managing trustee of those companies, including HPT, and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies, including HPT.  In addition, officers of RMR serve as officers of those companies.

Pursuant to our business management agreement and property management agreement with RMR, we recognized aggregate fees of $2,899 and $2,762 for the three months ended June 30, 2013 and 2012, respectively, and $5,416 and $5,114 for the six months ended June 30, 2013 and 2012, respectively.  These amounts are included in selling, general and administrative expenses in our condensed consolidated financial statements.

Relationship with AIC

We, RMR, HPT and five other companies to which RMR provides management services each currently own 12.5% of Affiliates Insurance Company, or AIC, an Indiana insurance company.   All of our Directors, all of the trustees and directors of the other publicly held AIC shareholders and nearly all of the directors of RMR currently serve on the board of directors of AIC.  RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC.  As of June 30, 2013, we have invested $5,229 in AIC since its formation in November 2008.  Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC.  Our investment in AIC had a carrying value of $5,703 and $5,629 as of June 30, 2013 and December 31, 2012, respectively.  We recognized income of $79 and $76 for the three months ended June 30, 2013 and 2012, respectively, and $155 and $121 for the six months ended June 30, 2013 and 2012, respectively, related to our investment in AIC.  We and the other shareholders of AIC have purchased property insurance providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts.  This program was modified and extended in June 2013 for a one year term and we paid a premium, including taxes and fees, of $2,743 in connection with that renewal, which amount may be adjusted from time to time as we acquire or dispose of properties that are included in that program.  We periodically consider the possibilities for expanding our insurance relationships with AIC to include other types of insurance and may in the future participate in additional insurance offerings AIC may provide or arrange.  We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so.  By participating in this insurance business with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by possibly reducing our insurance expenses or by realizing our pro-rata share of any profits of this insurance business.

Relationship with PTP

PTP is a joint venture between us and Tejon Development Corporation, or Tejon, which owned the land on which PTP has built two travel centers in California.  We own a 40% interest in PTP and operate the two locations PTP owns for which we receive management and accounting fees.  The carrying value of the investment in PTP as of June 30, 2013 and December 31, 2012, was $16,336 and $15,332, respectively.  We recognized management and accounting fee income of $200 for each of the three months ended June 30, 2013 and 2012, and $400 for each of the six months ended June 30, 2013 and 2012.  At June 30, 2013 and December 31, 2012, we had a net payable to PTP of $373 and $575, respectively.  We recognized income of $644 and $586 during the three months ended June 30, 2013 and 2012, respectively, and $1,004 and $341 during the six months ended June 30, 2013 and 2012, respectively, related to this investment.  In June 2012, we received a $2,000 distribution from PTP that represented a return on our investment; accordingly, this distribution is included in cash provided by operating activities in the accompanying statement of cash flows.

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Related Party Transactions (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended						0 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended			1 Months Ended	3 Months Ended		6 Months Ended			0 Months Ended
	Jun. 30, 2013 leasedsite	Jun. 30, 2012	Jun. 30, 2013 leasedsite	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 HPT lease installment leasedsite	Jun. 30, 2012 HPT	Jun. 30, 2013 HPT lease installment leasedsite	Jun. 30, 2012 HPT	Dec. 31, 2012 HPT	Dec. 31, 2010 HPT	Jun. 30, 2013 HPT Deferred rent obligation payable in December 2022	Jun. 30, 2013 HPT Deferred rent obligation payable in June 2024	Jul. 02, 2013 HPT TA Lease	Feb. 01, 2012 HPT TA Lease	Jun. 30, 2013 HPT TA Lease leasedsite property	Jun. 30, 2012 HPT TA Lease	Jun. 30, 2013 HPT TA Lease leasedsite property	Jun. 30, 2012 HPT TA Lease	Dec. 31, 2012 HPT TA Lease item	Sep. 30, 2010 HPT TA Lease	Jun. 30, 2013 HPT Petro Lease leasedsite	Jun. 30, 2013 HPT Petro Lease option leasedsite	Jun. 30, 2013 RMR	Jun. 30, 2012 RMR	Jun. 30, 2013 RMR	Jun. 30, 2012 RMR	Jun. 30, 2013 AIC item	Jun. 30, 2013 AIC item	Jun. 30, 2012 AIC	Jun. 30, 2013 AIC item	Jun. 30, 2012 AIC	Dec. 31, 2012 AIC	Jun. 30, 2012 PTP	Jun. 30, 2013 PTP lease item	Jun. 30, 2012 PTP	Jun. 30, 2013 PTP lease item	Jun. 30, 2012 PTP	Dec. 31, 2012 PTP	Apr. 15, 2013 Shell property
Related Party
Number of common shares owned						2,540,000		2,540,000
Percentage of outstanding common shares owned						8.60%		8.60%
Number of leases						2		2
Number of properties under lease	190		190			185		185								145		145				40	40
Number of renewal options available																							2
Term of renewal option																							15 years
Increase in annual lease rent payable															$ 5,000
Percentage rent to be waived																							2,500
Percentage rent waived																						102	217
Annual percentage rent recognized as an expense																593	326	1,282	1,055
Rate of increase in annual amount (as a percent)						8.50%		8.50%						8.50%
Rate of increase in annual amount, basis								U.S. Treasury interest rate
Rate of increase in annual amount, basis spread (as a percent)						3.50%		3.50%
Improvements sold								45,229
Increase to annual rent payable related to a lease amendment														537
Increase to annual rent payable								3,844
Improvements included in property and equipment						5,757		5,757
Summary of various amounts related to the HPT Leases and leases with other lessors that are reflected in real estate rent expense in the company's condensed consolidated statements of operations and comprehensive income
Cash payments for rent under the HPT Leases						53,473	51,713	107,125	102,897
Accrued estimated percentage rent not yet paid						584	208	584	208
Straight line rent adjustments						(523)	(1,013)	(900)	(1,134)
Sale/leaseback financing obligation amortization			(1,022)	(1,098)		(512)	(549)	(1,022)	(1,098)
Rent payments recognized as interest expense	1,743	1,810	3,484	3,620		(1,743)	(1,810)	(3,484)	(3,620)
Deferred leasehold improvements allowance amortization						(1,692)	(1,692)	(3,384)	(3,384)
Amortization of deferred gain on sale/leaseback transactions						(77)	(17)	(153)	(34)
Rent expense related to HPT Leases						49,510	46,840	98,766	93,835
Rent paid to others	2,591	2,453	5,198	4,847
Straight line rent adjustments for other leases	3	54	24	163
Total real estate rent expense	52,104	49,347	103,988	98,845
Current HPT Leases liabilities:
Accrued rent						17,974		17,974		17,092
Current portion of sale/leaseback financing obligation						2,162		2,162		2,038
Current portion of straight line rent accrual						4,346		4,346		2,149
Current portion of deferred gain on sale/leaseback transactions						306		306		306
Current portion of deferred tenant improvements allowance						6,769		6,769		6,769
Total Current HPT Leases liabilities	31,557		31,557		28,354	31,557		31,557		28,354
Noncurrent HPT Leases liabilities:
Deferred rent obligation						150,000		150,000		150,000	150,000	107,085	42,915
Sale/leaseback financing obligation						82,584		82,584		82,195
Straight line rent accrual						51,996		51,996		55,233
Deferred gain on sale/leaseback transactions						2,639		2,639		2,792
Deferred tenant improvements allowance						57,531		57,531		60,915
Total Noncurrent HPT Lease liabilities	344,750		344,750		351,135	344,750		344,750		351,135
Other related party transactions
Number of real estate properties leased to be recognized																13		13
Number of real estate properties not qualifying for operating lease treatment																1		1
Number of real estate properties for which subleases were terminated																				4
Amount funded for leasehold improvements																					125,000
Number of installments in which deferred rent is payable						2		2
Number of travel centers up to which a network of natural gas fueling lanes is agreed to be constructed by Shell																																								100
Aggregate fees																								2,899	2,762	5,416	5,114
Amount invested in equity investee																												5,229	5,229		5,229
Number of other companies which are shareholders of related party																												5	5		5
Ownership interest (as a percent)																												12.50%	12.50%		12.50%				40.00%		40.00%
Number of real estate properties built																																			2		2
Equity method investments, carrying value																												5,703	5,703		5,703		5,629		16,336		16,336		15,332
Income (losses) recognized related to equity investments	723	662	1,159	462																									79	76	155	121			644	586	1,004	341
Coverage of property insurance																															500,000
Period for which property insurance program was extended																												1 year
Premiums paid under property insurance program																												2,743
Number of real estate properties operated																																			2		2
Management and accounting fee income recognized																																			200	200	400	400
Net payable																																			373		373		575
Distribution from equity investee				$ 2,000																														$ 2,000

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Other Information

6 Months Ended

Jun. 30, 2013

Other Information

Other Information

10. Other Information

Interest expense consisted of the following:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Interest related to our Senior Notes and Credit Facility	$	2,742		$	533	$	5,115		$	1,071
HPT rent classified as interest	1,743			1,810		3,484			3,620
Amortization of deferred financing costs	170			88		325			175
Capitalized interest	(316		)	—		(641		)	—
Other	91			51		212			128
Interest expense	$	4,430		$	2,482	$	8,495		$	4,994

We capitalize a portion of the interest expense incurred on our Senior Notes that is attributable under GAAP to our more significant construction projects over the duration of the construction period.

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Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

6. Accumulated Other Comprehensive Income

Accumulated other comprehensive income at June 30, 2013, consisted of the following:

	Foreign  currency  translation  adjustment			Equity interest in investee’s  unrealized gain  (loss) on  investments			Accumulated  other  comprehensive  income
Balance at December 31, 2012	$	1,200		$	99		$	1,299
Foreign currency translation adjustment, net of tax of $(138)	(325		)	—			(325		)
Equity interest in investee’s unrealized loss on investments	—			(81		)	(81		)
Other comprehensive income (loss), net of tax	(325		)	(81		)	(406		)
Balance at June 30, 2013	$	875		$	18		$	893

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Basis of Presentation, Business Description and Organization

6 Months Ended

Jun. 30, 2013

Basis of Presentation, Business Description and Organization

Basis of Presentation, Business Description and Organization

1. Basis of Presentation, Business Description and Organization

TravelCenters of America LLC, which we refer to as the Company or we, us and our, operates and franchises primarily travel centers under the “TravelCenters of America,” “TA” or related brand names, or the TA brand, and the “Petro Stopping Centers” and “Petro” brand names, or the Petro brand, and other brand names along the U.S. interstate highway system.  Our customers include long haul trucking fleets and their drivers, independent truck drivers and motorists.

At June 30, 2013, our geographically diverse business included 247 locations in 42 U.S. states and in Canada.  As of June 30, 2013, we operated 214 of these locations, which we refer to as Company operated sites, and our franchisees operated 33 of these locations. Of our 247 locations at June 30, 2013, we owned 30, we leased or managed 190 from or for others, including 185 that we leased from Hospitality Properties Trust, or HPT, and franchisees owned or leased 27 from others.  We sublease to franchisees six locations we lease from HPT.

Our travel centers include over 25 acres of land on average and typically offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants, travel and convenience stores and various other driver amenities.  We also collect rents, royalties and other fees from our franchisees.

We manage our business on the basis of one operating segment and, therefore, have one reportable segment. Our locations sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar groups of customers. We make specific disclosures concerning fuel and nonfuel products and services because it facilitates our discussion of trends and operational initiatives within our business and industry.  We have only a single travel center located in a foreign country, Canada, and, we do not consider the revenues and assets related to our operations in Canada to be material to us.

The accompanying condensed consolidated financial statements are unaudited.  These unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements.  The disclosures do not include all the information necessary for complete financial statements in accordance with GAAP.  These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, or our Annual Report.  In the opinion of our management, all adjustments, which include normal recurring adjustments, considered necessary for a fair presentation have been included.  All material intercompany transaction and balances have been eliminated.  While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.  For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

We have reclassified certain prior year amounts between real estate rent and depreciation and amortization to be consistent with the current year presentation.  The total amounts of prior year operating expenses are unchanged.

Recently Issued Accounting Pronouncements

In January 2013, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to report, in one place, information about reclassifications out of accumulated other comprehensive income, or AOCI. Companies are also required to present details of reclassifications in the disclosure of changes in AOCI balances. The update is effective for interim and annual reporting periods beginning after December 15, 2012. The implementation of this update did not cause any changes to our condensed consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which requires the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  This update is effective for fiscal years and interim reporting periods beginning after December 15, 2013.  Early adoption is permitted.  We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

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Other Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest expense
Interest related to our Senior Notes and Credit Facility	$ 2,742	$ 533	$ 5,115	$ 1,071
HPT rent classified as interest	1,743	1,810	3,484	3,620
Amortization of deferred financing costs	170	88	325	175
Capitalized interest	(316)		(641)
Other	91	51	212	128
Interest expense	$ 4,430	$ 2,482	$ 8,495	$ 4,994

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Inventories (Tables)

6 Months Ended

Jun. 30, 2013

Inventories

Schedule of inventories

	June 30,		December 31,
	2013		2012
Nonfuel products	$	149,097	$	144,025
Fuel products	43,307		46,981
Total inventories	$	192,404	$	191,006

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Taxes

Income Taxes

9. Income Taxes

Because we do not have sufficient history of generating taxable income we do not currently recognize in our income tax provision the future benefit of all of our deferred tax assets, including the tax benefit associated with our loss carry forwards from prior years.  We will continue to assess our ability to generate taxable income during future periods in which our deferred tax assets may be realized.  If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statement of operations and comprehensive income, which will affect our results of operations.  As a result of certain trading in our shares during 2007, our 2007 federal net operating loss of $50,346 and other tax credit carry forwards are generally not available to us for the purpose of offsetting future taxable income because of certain Internal Revenue Code provisions regarding changes in ownership of our common shares.  As of December 31, 2012, we had an unrestricted federal net operating loss carry forward of approximately $109,795.  Our federal net operating loss carryforward and tax credits and the majority of our state net operating loss carry forwards will begin to expire in 2027.  Certain of our other state net operating loss carry forwards began to expire in 2012.  In addition, certain states have temporarily suspended the use of net operating loss carry forwards.

For the three months ended June 30, 2013 and 2012, we recognized tax expense of $382 and $389, respectively, which included tax expense of $287 and $232, respectively, for certain state taxes based on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $96 and $52 in the second quarter of 2013 and 2012, respectively, related to a noncash deferred liability arising from foreign currency translation adjustments that do not offset our deferred tax assets and from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.

For the six months ended June 30, 2013 and 2012, we recognized tax expense of $552 and $633, respectively, which included tax expense of $372 and $424, respectively, for certain state taxes based on operating income that are payable without regard to our tax loss carry forwards.  Tax expense also included $180 and $104 in the first six months of 2013 and 2012, respectively, related to a noncash deferred liability arising from foreign currency translation adjustments that do not offset our deferred tax assets and from the amortization of indefinite lived intangible assets for tax purposes but not for GAAP purposes.

In measuring our deferred tax assets, we considered 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 our 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.  The more negative evidence that exists, the more positive evidence is necessary and the more difficult it is to support a conclusion that a valuation allowance is unnecessary.  In order to assess the likelihood of realizing the benefit of these deferred tax assets, we are required to rely on our projections of future income.  We believe that our history of losses coupled with the fact that we have a short history of operating profits that is limited to 2011 and 2012, creates sufficient negative evidence such that we are unable to conclude that realization of the benefit is more likely than not.  As a result, we have concluded that it is appropriate to maintain a full valuation allowance against our net deferred tax assets until our profitability becomes more predictable.  We may reverse some or all of the valuation allowance when we believe that we will more likely than not realize the benefit of our deferred tax assets.  At that time, we will record deferred tax assets as an income tax benefit in our consolidated statements of operations and comprehensive income, which will affect our results of operations.  If our profitability realized during the past two years continues, our estimates and assumptions regarding the valuation allowance may change in the future.

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2013

Related Party Transactions

Schedule of various amounts related to our HPT Leases and leases with other lessors that are reflected in real estate rent expense in our condensed consolidated statements of operations and comprehensive income

	Three Months EndedJune 30,						Six Months EndedJune 30,
	2013			2012			2013			2012
Cash payments for rent under the HPT Leases	$	53,473		$	51,713		$	107,125		$	102,897
Accrued estimated percentage rent not yet paid	584			208			584			208
Straight line rent adjustments	(523		)	(1,013		)	(900		)	(1,134		)
Sale/leaseback financing obligation amortization	(512		)	(549		)	(1,022		)	(1,098		)
Rent payments recognized as interest expense	(1,743		)	(1,810		)	(3,484		)	(3,620		)
Deferred leasehold improvements allowance amortization	(1,692		)	(1,692		)	(3,384		)	(3,384		)
Amortization of deferred gain on sale/leaseback transactions	(77		)	(17		)	(153		)	(34		)
Rent expense related to HPT Leases	49,510			46,840			98,766			93,835
Rent paid to others (1)	2,591			2,453			5,198			4,847
Straight line rent adjustments for other leases	3			54			24			163
Total real estate rent expense	$	52,104		$	49,347		$	103,988		$	98,845

(1) Includes rent paid directly to HPT’s landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.

Schedule of various amounts related to the HPT Leases

	June 30,		December 31,
	2013		2012
Current HPT Leases liabilities:
Accrued rent	$	17,974	$	17,092
Current portion of sale/leaseback financing obligation (1)	2,162		2,038
Current portion of straight line rent accrual (2)	4,346		2,149
Current portion of deferred gain on sale/leaseback transactions (3)	306		306
Current portion of deferred tenant improvements allowance (4)	6,769		6,769
Total Current HPT Leases liabilities	$	31,557	$	28,354
Noncurrent HPT Leases liabilities:
Deferred rent obligation (5)	$	150,000	$	150,000
Sale/leaseback financing obligation (1)	82,584		82,195
Straight line rent accrual (2)	51,996		55,233
Deferred gain on sale/leaseback transactions (3)	2,639		2,792
Deferred tenant improvements allowance (4)	57,531		60,915
Total Noncurrent HPT Lease liabilities	$	344,750	$	351,135

(1) Sale/leaseback Financing Obligation.  GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheet the leased assets at thirteen of the locations previously owned by our predecessor that we now lease from HPT because we subleased more than a minor portion of those locations to third parties, and one location did not qualify for operating lease treatment for other reasons.  Accordingly, we recorded the leased assets at these locations at an amount equal to HPT’s recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale/leaseback financing obligation in our consolidated balance sheet.  In addition, sales to HPT of improvements at these locations are accounted for as sale/leaseback financing transactions and these liabilities are increased by the amount of proceeds we receive from HPT.  We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale/leaseback financing obligation and a portion as interest expense in our consolidated statements of operations and comprehensive income.  We determined the allocation of these rent payments to the liability and to interest expense using the effective interest method.  During 2012, the subleases at four of these locations were terminated, qualifying the related locations for sale leaseback accounting and reducing this liability.  The amounts allocated to interest expense were $1,743 and $1,810 for the three months ended June 30, 2013 and 2012, respectively, and $3,484 and $3,620 for the six months ended June 30, 2013 and 2012, respectively.

(2) Straight Line Rent Accrual.  The TA Lease included scheduled rent increases over the lease term, as do certain of the leases for properties we sublease from HPT and pay the rent directly to HPT’s landlords.  Also, under our leases with HPT, we are obligated to pay to HPT at lease expiration an amount equal to an estimate of the asset retirement obligation we would have if we owned the underlying assets.  We recognize the effects of scheduled rent increases and the future payment to HPT for asset retirement obligations in real estate rent expense over the lease terms on a straight line basis, with offsetting entries to this accrual balance.

(3) Deferred Gain on Sale/Leaseback Transactions.  Under GAAP, the gain or loss from the sale portion of a sale/leaseback transaction is deferred and amortized into real estate rent expense on a straight line basis over the term of the lease.

(4) Deferred Tenant Improvements Allowance.  HPT committed to fund up to $125,000 of capital projects at the sites we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the rent deemed to be related to this tenant improvements allowance.  This deferred tenant improvements allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those payments.  We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of real estate rent expense.

(5) Deferred Rent Obligation.  Pursuant to a rent deferral agreement with HPT, through December 31, 2010, we deferred a total of $150,000 of rent payable to HPT.  The deferred rent obligation is payable in two installments, $107,085 in December 2022 and $42,915 in June 2024.  This obligation does not bear interest, unless certain events of default or other events occur, including a change of control of us.

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2013

Acquisitions

Summary of the amounts assigned, based on their fair values, to the assets acquired and liabilities assumed in the business combinations

Cash	$	61
Inventories	962
Other current assets	7
Property and equipment	22,239
Goodwill	5,077
Other noncurrent assets	295
Other current liabilities	(279		)
Other noncurrent liabilities	(414		)
Total purchase price	$	27,948

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 05, 2013
Document and Entity Information
Entity Registrant Name	TRAVELCENTERS OF AMERICA LLC
Entity Central Index Key	0001378453
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		29,570,141
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Income

Schedule of accumulated other comprehensive income

	Foreign  currency  translation  adjustment			Equity interest in investee’s  unrealized gain  (loss) on  investments			Accumulated  other  comprehensive  income
Balance at December 31, 2012	$	1,200		$	99		$	1,299
Foreign currency translation adjustment, net of tax of $(138)	(325		)	—			(325		)
Equity interest in investee’s unrealized loss on investments	—			(81		)	(81		)
Other comprehensive income (loss), net of tax	(325		)	(81		)	(406		)
Balance at June 30, 2013	$	875		$	18		$	893