TravelCenters of America Inc. 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			24601 Center Ridge Road, Westlake, OH 44145-5639
			(Address and Zip Code of Principal Executive Offices)
			(440) 808-9100
			(Registrant's Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No o

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

Large accelerated filer o

Accelerated filer ☒

Non-accelerated filer o

Smaller reporting company ☒

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of the registrant's shares of common stock outstanding as of May 4, 2020: 8,318,772.

TABLE OF CONTENTS

						Page
PART I — FINANCIAL INFORMATION
Item 1.			Financial Statements (Unaudited)			1
			Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019			1
			Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019			2
			Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019			3
			Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2020 and 2019			4
			Notes to Consolidated Financial Statements			5
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			25
Item 4.			Controls and Procedures			25
			Warning Concerning Forward-Looking Statements			26
PART II — OTHER INFORMATION									29
Item 1A.			Risk Factors			29
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 5.			Other Information			32
Item 6.			Exhibits			33
SIGNATURE						35

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

Part I.  Financial Information

Item 1.  Financial Statements

TravelCenters of America Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except par value amount)

			March 31, 2020						December 31, 2019
Assets:
Current assets:
Cash and cash equivalents			$	20,318					$	17,206
Accounts receivable (net of allowance for doubtful accounts of $1,199 and $1,083    as of March 31, 2020 and December 31, 2019, respectively)			175,454						173,496
Inventory			169,151						196,611
Other current assets			29,791						32,456
Total current assets			394,714						419,769
Property and equipment, net			856,138						868,503
Operating lease assets			1,801,437						1,817,998
Goodwill			25,259						25,259
Intangible assets, net			20,421						20,707
Other noncurrent assets			84,693						78,659
Total assets			$	3,182,662					$	3,230,895
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable			$	126,524					$	147,440
Current operating lease liabilities			106,654						104,070
Other current liabilities			141,411						138,455
Total current liabilities			374,589						389,965
Long term debt, net			337,840						329,321
Noncurrent operating lease liabilities			1,854,644						1,880,188
Other noncurrent liabilities			60,557						58,885
Total liabilities			2,627,630						2,658,359
Stockholders' equity:
Common stock, $0.001 par value, 16,000 shares of common stock authorized    as of March 31, 2020 and December 31, 2019, and 8,319 and 8,307 shares of    common stock issued and outstanding as of March 31, 2020 and    December 31, 2019, respectively			8						8
Additional paid-in capital			699,491						698,402
Accumulated other comprehensive loss			(192)						(172)
Accumulated deficit			(145,746)						(127,185)
Total TA stockholders' equity			553,561						571,053
Noncontrolling interest			1,471						1,483
Total stockholders' equity			555,032						572,536
Total liabilities and stockholders' equity			$	3,182,662					$	3,230,895

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

TravelCenters of America Inc.

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except per share amounts)

			Three Months Ended March 31,
			2020						2019
Revenues:
Fuel			$	874,929					$	983,141
Nonfuel			425,007						440,874
Rent and royalties from franchisees			3,412						3,277
Total revenues			1,303,348						1,427,292
Cost of goods sold (excluding depreciation):
Fuel			792,974						908,394
Nonfuel			161,719						168,268
Total cost of goods sold			954,693						1,076,662
Site level operating expense			236,564						232,720
Selling, general and administrative expense			37,228						37,110
Real estate rent expense			63,588						66,413
Depreciation and amortization expense			28,560						24,759
Loss from operations			(17,285)						(10,372)
Interest expense, net			7,456						7,050
Other expense, net			541						574
Loss before income taxes			(25,282)						(17,996)
Benefit for income taxes			6,741						5,267
Net loss			(18,541)						(12,729)
Less: net income for noncontrolling interest			20						18
Net loss attributable to common stockholders			$	(18,561)					$	(12,747)
Other comprehensive (loss) income, net of taxes:
Foreign currency (loss) gain, net of taxes of $(107) and $25, respectively			$	(20)					$	31
Interest in equity investee's unrealized gains on investments			—						66
Other comprehensive (loss) income attributable to common stockholders			(20)						97
Comprehensive loss attributable to common stockholders			$	(18,581)					$	(12,650)
Net loss per share of common stock attributable to common stockholders:
Basic and diluted			$	(2.23)					$	(1.58)

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

TravelCenters of America Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

			Three Months Ended March 31,
			2020						2019
Cash flows from operating activities:
Net loss			$	(18,541)					$	(12,729)
Adjustments to reconcile net loss to net cash provided by operating activities:
Noncash rent credits, net			(5,335)						(1,526)
Depreciation and amortization expense			28,560						24,759
Deferred income tax benefit			(6,114)						(4,403)
Changes in operating assets and liabilities:
Accounts receivable			(2,175)						(40,902)
Inventory			27,420						2,563
Other assets			2,702						6,485
Accounts payable and other liabilities			(17,555)						63,315
Other, net			2,041						636
Net cash provided by operating activities			11,003						38,198
Cash flows from investing activities:
Acquisitions of travel centers from SVC			—						(309,637)
Capital expenditures			(16,640)						(16,688)
Proceeds from asset sales			505						—
Investment in equity investee			—						(1,500)
Net cash used in investing activities			(16,135)						(327,825)
Cash flows from financing activities:
West Greenwich Loan borrowings			16,600						—
Payments on Credit Facility			(7,900)						—
Distributions to noncontrolling interest			(32)						(29)
Other, net			(523)						(26)
Net cash provided by (used in) financing activities			8,145						(55)
Effect of exchange rate changes on cash			99						44
Net increase (decrease) in cash and cash equivalents			3,112						(289,638)
Cash and cash equivalents at the beginning of the period			17,206						314,387
Cash and cash equivalents at the end of the period			$	20,318					$	24,749
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest			$	7,248					$	6,889
Income taxes refunded			464						454

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

TravelCenters of America Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

(in thousands)

			Number of Shares of Common Stock						Common Stock						Additional Paid-In Capital						Accumulated Other Comprehensive (Loss) Income						Accumulated Deficit						Total TA Stockholders' Equity						Noncontrolling Interest						Total Stockholders' Equity
December 31, 2019			8,307						$	8					$	698,402					$	(172)					$	(127,185)					$	571,053					$	1,483					$	572,536
Grants under share award    plan and stock based    compensation, net			12						—						1,089						—						—						1,089						—						1,089
Distributions to    noncontrolling interest			—						—						—						—						—						—						(32)						(32)
Other comprehensive loss,  net of taxes			—						—						—						(20)						—						(20)						—						(20)
Net (loss) income			—						—						—						—						(18,561)						(18,561)						20						(18,541)
March 31, 2020			8,319						$	8					$	699,491					$	(192)					$	(145,746)					$	553,561					$	1,471					$	555,032
December 31, 2018			8,080						$	8					$	695,307					$	355					$	(246,773)					$	448,897					$	1,495					$	450,392
Grants under share award    plan and stock based    compensation, net			—						—						702						—						—						702						—						702
Distributions to    noncontrolling interest			—						—						—						—						—						—						(29)						(29)
Other comprehensive    income, net of taxes			—						—						—						97						—						97						—						97
Cumulative effect of adoption    of ASC 842, net of taxes			—						—						—						—						86,243						86,243						—						86,243
Net (loss) income			—						—						—						—						(12,747)						(12,747)						18						(12,729)
March 31, 2019			8,080						$	8					$	696,009					$	452					$	(173,277)					$	523,192					$	1,484					$	524,676

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

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except par value and per share amounts)

1.Business Description and Basis of Presentation

TravelCenters of America Inc. is a Maryland corporation. Prior to August 1, 2019, we were organized as a Delaware limited liability company. On August 1, 2019, in conjunction with our conversion from a Delaware limited liability company to a Maryland corporation, we assigned a $0.001 par value per share to our common stock and the excess over the par value has been classified as additional paid-in capital in our consolidated balance sheets. In addition, on August 1, 2019, we completed a reverse stock split of our outstanding shares of common stock pursuant to which every five shares of our issued and outstanding common stock were exchanged for one share of our common stock. The common stock information included within this Quarterly Report on Form 10-Q, or this Quarterly Report, has been retrospectively adjusted to reflect the reverse stock split for all periods and dates presented. See Note 4 for more information about our reverse stock split.

As of March 31, 2020, we operated or franchised 308 travel centers, standalone truck service facilities and standalone restaurants. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.

As of March 31, 2020, our business included 263 travel centers in 44 states in the United States and the province of Ontario, Canada, primarily along the U.S. interstate highway system, operated primarily under the "TravelCenters of America," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names. Of our 263 travel centers at March 31, 2020, we owned 51, we leased 181, we operated two for a joint venture in which we owned a noncontrolling interest and 29 were owned or leased from others by our franchisees. We operated 232 of our travel centers and franchisees operated 31 travel centers, including two we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants and various customer amenities.

As of March 31, 2020, our business included three standalone truck service facilities operated under the "TA Truck Service" brand name. Of our three standalone truck service facilities at March 31, 2020, we leased two and owned one. Our standalone truck service facilities offer extensive maintenance and emergency repair and roadside services to large trucks.

As of March 31, 2020, our business included 42 standalone restaurants in 12 states in the United States operated primarily under the "Quaker Steak & Lube," or QSL, brand name. Of our 42 standalone restaurants at March 31, 2020, we operated 15 restaurants (six we owned, eight we leased and one we operated for a joint venture in which we owned a noncontrolling interest) and 27 were owned or leased from others and operated by our franchisees.

We manage our business as one segment. We make specific disclosures concerning fuel and nonfuel products and services because they facilitate our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.

The accompanying consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable for interim financial statements. The disclosures presented do not include all the information necessary for complete financial statements in accordance with GAAP. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or our Annual Report. In the opinion of our management, the accompanying consolidated financial statements include all adjustments, including normal recurring adjustments, considered necessary for a fair presentation. All intercompany transactions and balances have been eliminated. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent expense and certain other costs do not vary seasonally. For this and other reasons, our operating results for interim periods are not necessarily indicative of the results that may be expected for a full year.

Fair Value Measurement

Senior Notes

We collectively refer to our $110,000 of 8.25% Senior Notes due 2028, our $120,000 of 8.00% Senior Notes due 2029 and our $100,000 of 8.00% Senior Notes due 2030 as our Senior Notes, which are our senior unsecured obligations. We estimate that, based on their trading prices (a Level 1 input), the aggregate fair value of our Senior Notes on March 31, 2020, was $251,768.

Goodwill and Intangible Assets Impairment

During the three months ended March 31, 2020, COVID-19 was declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak. As a result of the COVID-19 pandemic and its impact on our operations, we assessed our goodwill and indefinite and definite lived intangible assets for potential indicators of impairment as of March 31, 2020.

As of March 31, 2020, we evaluated our travel centers and QSL reporting units for impairment using a qualitative analysis, which included evaluating financial trends and industry and market conditions and assessing the reasonableness of the assumptions used in the most recent quantitative analysis.

Indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, discount rates and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment.

Definite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including actual sales, collection of royalties from franchisees, any changes in the manner in which the assets were used that could impact the values of the assets and whether a revision to the remaining period of amortization was required.

Based on our analyses, we concluded that as of March 31, 2020, the fair value of our goodwill and indefinite and definite lived intangible assets was more likely than not in excess of the carrying value. However, we are unable to predict the duration and severity of the COVID-19 pandemic and as a result, we are unable to determine what the ultimate impact will be on our financial results and financial position. We will continue to closely monitor the impact of the COVID-19 pandemic on our financial results and financial position.

In May 2020, one of our franchisees decided to permanently close three of their franchised standalone restaurants. As a result, the intangible assets associated with these franchise agreements will be written off to depreciation and amortization expense during the three months ended June 30, 2020, which we do not expect to have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncement and Other Accounting Matters

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-15, Intangibles - Goodwill and Other - Internal-Use Software, which aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs are to be amortized over the term of the contract. We adopted this standard on January 1, 2020, using the prospective transition method. The implementation of this update did not cause a material change to our consolidated financial statements.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, as a response to the economic uncertainty resulting from the COVID-19 pandemic, which, among other things, included several temporary changes to corporate income tax provisions. The CARES Act did not have an impact on our benefit for income taxes for the three months ended March 31, 2020. We will continue to assess the effect, if any, the CARES Act will have on our income taxes.

2. Revenues

We recognize revenues based on the consideration specified in the contract with the customer, excluding any sales incentives (such as customer loyalty programs and customer rebates) and amounts collected on behalf of third parties (such as sales and excise taxes). The majority of our revenues are generated at the point of sale in our retail locations. Revenues consist of fuel revenues, nonfuel revenues and rents and royalties from franchisees.

Disaggregation of Revenues

We disaggregate our revenues based on the type of good or service provided to the customer, or by fuel revenues and nonfuel revenues, in our consolidated statements of operations and comprehensive loss. Nonfuel revenues disaggregated by type of good or service for the three months ended March 31, 2020 and 2019, were as follows:

As of March 31, 2020, we expect the unsatisfied performance obligations relating to our customer loyalty programs will be satisfied within 12 months.

3. Acquisitions

As of March 31, 2020, we had entered into an agreement to acquire one parcel of land for $1,358, which we expect to account for as an asset acquisition. We expect to complete this acquisition by the end of 2020, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.

4.  Earnings Per Share of Common Stock

On August 1, 2019, we completed a reverse stock split of our outstanding shares of common stock pursuant to which every five shares of our issued and outstanding common stock were exchanged for one share of our common stock. The common stock information included within this Quarterly Report has been retrospectively adjusted to reflect this reverse stock split for all dates and periods presented.

The following table presents a reconciliation of net loss attributable to common stockholders to net loss available to common stockholders and the related earnings per share of common stock.

⁽¹⁾ Reflects the retrospective adjustment for the three months ended March 31, 2019, related to the reverse stock split completed on August 1, 2019, and excludes unvested shares of common stock awarded under our share award plans, which shares of common stock are considered participating securities because they participate equally in earnings and losses with all of our other shares of common stock. The weighted average number of unvested shares of common stock outstanding for the three months ended March 31, 2020 and 2019, was 407 and 315, respectively.

5.  Leasing Transactions

As a Lessee

We have lease agreements covering many of our properties, as well as various equipment, with the most significant leases being our five leases with Service Properties Trust, or SVC, which are further described below. Certain of our leases include renewal options, and certain leases include escalation clauses and purchase options. Renewal periods are included in calculating our operating lease assets and liabilities when they are reasonably certain. Leases with an initial term of 12 months or less are not recognized in our consolidated balance sheets. As of March 31, 2020, all of our leases were classified as operating leases.

Certain of our operating leases provide for variable lease costs, which primarily include percentage rent and our obligation for the estimated cost of removing underground storage tanks under the SVC Leases (as defined below).

TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except par value and per share amounts)

Our lease costs are included in various balances in our consolidated statements of operations and comprehensive loss, as shown in the following table. For the three months ended March 31, 2020 and 2019, our lease costs consisted of the following:

			Classification in our Consolidated Statements of Operations and Comprehensive Loss						Three Months Ended March 31,
												2020						2019
Operating lease costs: SVC Leases			Real estate rent expense						$	59,501					$	62,120
Operating lease costs: other			Real estate rent expense						2,833						2,724
Variable lease costs: SVC Leases			Real estate rent expense						1,096						1,421
Variable lease costs: other			Real estate rent expense						158						148
Total real estate rent expense									63,588						66,413
Operating lease costs: equipment    and other			Site level operating expense and selling, general    and administrative expense						966						570
Short-term lease costs			Site level operating expense and selling, general    and administrative expense						539						813
Sublease income			Nonfuel revenues						(496)						(564)
Net lease costs									$	64,597					$	67,232

Maturities of our operating lease liabilities that had remaining noncancelable lease terms in excess of one year as of March 31, 2020, were as follows:

⁽¹⁾ Includes rent for properties we sublease from SVC and pay directly to SVC's landlords.

⁽²⁾ The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the SVC Leases and our incremental borrowing rate for all other leases.

The weighted average remaining lease term as of March 31, 2020, was approximately 13 years. Our weighted average discount rate as of March 31, 2020, was 9.1%.

During the three months ended March 31, 2020 and 2019, we paid $68,923 and $67,939, respectively, for amounts that had been included in the measurement of our operating lease liabilities.

TravelCenters of America Inc.

Notes to Consolidated Financial Statements (Unaudited)

(dollars and shares in thousands, except par value and per share amounts)

As of March 31, 2020 and December 31, 2019, our operating lease assets and liabilities consisted of the following:

			March 31, 2020						December 31, 2019
Operating lease assets:
SVC Leases			$	1,779,223					$	1,796,406
Other			22,214						21,592
Total operating lease assets			$	1,801,437					$	1,817,998
Current operating lease liabilities:
SVC Leases			$	100,696					$	98,574
Other			5,958						5,496
Total current operating lease liabilities			$	106,654					$	104,070
Noncurrent operating lease liabilities:
SVC Leases			$	1,836,416					$	1,862,060
Other			18,228						18,128
Total noncurrent operating lease liabilities			$	1,854,644					$	1,880,188

Leasing Agreements with SVC. As of March 31, 2020, we leased from SVC a total of 179 properties under five leases, four of which we refer to as the TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the SVC Leases. In January 2019, we entered into agreements, or the Transaction Agreements, with SVC pursuant to which:

•We purchased 20 travel center properties from SVC, which we previously leased from SVC, for a total acquisition cost of $309,637, including $1,437 of transaction related costs.

•Upon completing these transactions, these travel centers were removed from the SVC Leases and our annual minimum rent due to SVC was reduced by $43,148.

•The term of each SVC Lease was extended by three years.

•Commencing on April 1, 2019, we began to pay SVC 16 quarterly installments of approximately $4,404 each (an aggregate of $70,458) to fully satisfy and discharge our $150,000 deferred rent obligation to SVC that otherwise would have become due in five installments between 2024 and 2030.

•Commencing on January 1, 2020, we are obligated to pay to SVC an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of our annual nonfuel revenues at leased sites over the nonfuel revenues for each respective site for the year ending December 31, 2019.

•Certain of the 179 travel center properties that we continue to lease from SVC were reallocated among the SVC Leases.

As a result of the Transaction Agreements, our operating lease assets and liabilities each increased by $23,673. In addition, the purchase of the 20 travel center properties resulted in the derecognition of certain operating lease assets and liabilities.

In addition to the payment of annual minimum rent, the SVC Leases provide for payment to SVC of percentage rent, calculated at 3.5% (which includes the 0.5% that was added pursuant to the Transaction Agreements) of the increase in total nonfuel revenues at each property over base year levels. The percentage rent amounts due for the three months ended March 31, 2020 and 2019, were $725 and $1,069, respectively.

We recognized total real estate rent expense under the SVC Leases of $60,597 and $63,541 for the three months ended March 31, 2020 and 2019, respectively.

Pursuant to the SVC Leases, we may request that SVC purchase qualifying capital improvements we make at the leased travel centers in return for increased annual minimum rent. We did not sell to SVC any improvements we made to properties leased from SVC for the three months ended March 31, 2020 and 2019. At March 31, 2020, our property and equipment balance included $42,035 of improvements of the type that we have historically requested that SVC purchase for an increase in annual minimum rent; however, we may elect not to sell some of those improvements and SVC is not obligated to purchase these improvements.

We paid $4,404 of deferred rent to SVC for the three months ended March 31, 2020. The total amount of deferred rent outstanding as of March 31, 2020, was $52,844. Pursuant to our rent deferral agreement with SVC, deferred rent shall be accelerated and interest shall begin to accrue thereon at 1.0% per month on the deferred rent amounts if certain events occur, including: our default under the SVC Leases; a change of control of us, as defined in the deferral agreement; or our declaration or payment of a dividend or other distribution in respect of our common stock.

As permitted by the SVC Leases, we sublease a portion of certain travel centers to third parties to operate other retail operations. These subleases are classified as operating leases. We recognized sublease rental income of $496 and $564 for the three months ended March 31, 2020 and 2019, respectively.

As a Lessor

We leased two travel centers to franchisees as of March 31, 2020 and 2019. These two lease agreements expire in June 2022. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenues from these operating leases totaled $572 and $551 for the three months ended March 31, 2020 and 2019, respectively. Future minimum lease payments due to us for the two leased sites under these operating leases as of March 31, 2020, were $1,716 for the remainder of 2020, $2,287 for the year 2021 and $1,144 for the year 2022. See above for information regarding certain travel centers that we lease from SVC in which we sublease a portion of the travel centers to third parties to operate other retail operations.

6. Long Term Debt

As of March 31, 2020, our long term debt, net, consisted of our Senior Notes, the West Greenwich Loan and other long term debt. In addition, we have a revolving credit facility that as of March 31, 2020, had no borrowings outstanding. For more information about our long term debt, please refer to Note 8 to the Consolidated Financial Statements in our Annual Report.

West Greenwich Loan

On February 7, 2020, we entered into a 10 year term loan for $16,600 with The Washington Trust Company, or the West Greenwich Loan. The West Greenwich Loan is secured by a mortgage encumbering one of our travel centers. The interest rate is fixed at 3.85% for five years based on the five year Federal Home Loan Bank rate plus 198 basis points, and will reset thereafter. The West Greenwich Loan requires us to make principal and interest payments monthly. We plan to use the proceeds from the West Greenwich Loan for general business purposes. We may, at our option with 60 days prior written notice, at a nominal penalty within the first three years, repay the loan in full prior to the end of the 10 year term. As a result of entering into the West Greenwich Loan, we capitalized $353 of deferred financing costs during the three months ended March 31, 2020, which were presented as a reduction of long term debt, net in our consolidated balance sheets.

7. Business Management Agreement with RMR

The RMR Group LLC, or RMR, provides us certain services that we require to operate our business, and which relate to various aspects of our business. RMR provides these services pursuant to a business management agreement. Pursuant to the business management agreement, we incurred aggregate fees and certain cost reimbursements payable to RMR of $3,104 and $3,094 for the three months ended March 31, 2020 and 2019, respectively, which included reimbursements for our share of RMR's costs for providing internal audit services. These amounts are included in selling, general and administrative expense in our consolidated statements of operations and comprehensive loss. For more information about our relationship with RMR, please refer to Note 8 of this Quarterly Report and Notes 13 and 14 to the Consolidated Financial Statements in our Annual Report.

8. Related Party Transactions

We have relationships and historical and continuing transactions with SVC, RMR and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have directors, trustees or officers who are also our Directors or officers. RMR is a majority owned subsidiary of The RMR Group Inc. The Chair of our Board of Directors and one of our Managing Directors, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of The RMR Group Inc. and is a managing director and the president and chief executive officer of The RMR Group Inc. and an officer and employee of RMR. Jonathan M. Pertchik, our other Managing Director and Chief Executive Officer, also serves as an officer and employee of RMR. Certain of our other officers and certain of SVC's officers also serve as officers and employees of RMR. Some of our Independent Directors also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards of trustees or boards of directors of several of these public companies and as a managing director or managing trustee of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies. As of March 31, 2020, RMR owned 299 shares of our common stock, representing approximately 3.6% of our outstanding shares of common stock.

Relationship with SVC

We are SVC's largest tenant and SVC is our principal landlord and largest stockholder. As of March 31, 2020, SVC owned 684 shares of our common stock, representing approximately 8.2% of our outstanding shares of common stock.

As of March 31, 2020, we leased from SVC a total of 179 travel center properties under the SVC Leases. We have also engaged in other transactions with SVC, including in connection with the Transaction Agreements. See Note 5 for more information about our relationship, agreements and transactions with SVC.

RMR provides management services to both us and SVC, and Mr. Portnoy also serves as a managing trustee and chair of the board of trustees of SVC.

Relationship with AIC

Until its dissolution on February 13, 2020, we, ABP Trust, SVC and four other companies to which RMR provides management services owned Affiliates Insurance Company, or AIC, an Indiana insurance company, in equal amounts.

We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC. The policies under that program expired on June 30, 2019, and we and the other AIC shareholders elected not to renew the AIC property insurance program; we have instead purchased standalone property insurance coverage with unrelated third party insurance providers.

As of March 31, 2020 and December 31, 2019, our investment in AIC had a carrying value of $299 and $298, respectively. These amounts are included in other noncurrent assets in our consolidated balance sheets. We recognized income of $404 related to our investment in AIC for the three months ended March 31, 2019, which is included in other expense, net in our consolidated statement of operations and comprehensive loss. Our other comprehensive income attributable to common stockholders for the three months ended March 31, 2019, included our proportionate share of unrealized gains on fixed income securities held for sale, which were owned by AIC, related to our investment in AIC.

For more information about these and other such relationships and certain other related party transactions, please refer to Notes 9, 13 and 14 to the Consolidated Financial Statements in our Annual Report.

Retirement and Separation Arrangements

In December 2019, we and RMR entered into a retirement agreement with our former Managing Director and Chief Executive Officer, Andrew J. Rebholz. Pursuant to his retirement agreement, Mr. Rebholz will continue to serve, through June 30, 2020, as a non-executive employee in order to assist in transitioning his duties and responsibilities to his successor. Under Mr. Rebholz’s retirement agreement, consistent with past practice, we will continue to pay Mr. Rebholz his current annual base salary of $300 until June 30, 2020, and we paid Mr. Rebholz a cash bonus in respect of 2019 in the amount of $1,000 in December 2019. Subject to the satisfaction of certain other conditions, after his retirement on June 30, 2020, we will make an additional cash payment to Mr. Rebholz in the amount of $1,000 and fully accelerate the vesting of any unvested shares of our common stock previously awarded to Mr. Rebholz.

In February 2020, we and RMR entered into a separation agreement with our former Executive Vice President, Chief Financial Officer and Treasurer, William E. Myers. Pursuant to his separation agreement, we paid Mr. Myers $300 and fully accelerated the vesting of any unvested shares of our common stock previously awarded to Mr. Myers.

9. Contingencies

Environmental Contingencies

Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the SVC Leases, we generally have agreed to indemnify SVC for any environmental liabilities related to properties that we lease from SVC and we are required to pay all environmental related expenses incurred in the operation of the leased properties. We have entered into certain other arrangements in which we have agreed to indemnify third parties for environmental liabilities and expenses resulting from our operations.

From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we have received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement and for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.

At March 31, 2020, we had an accrued liability of $2,969 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $881, resulting in an estimated net amount of $2,088 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations.

We currently have insurance of up to $20,000 per incident and up to $20,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles, which expires in June 2021. However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

We cannot predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that a material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.

Legal Proceedings

We are routinely involved in various legal and administrative proceedings incidental to the ordinary course of business, including commercial disputes, employment related claims, wage and hour claims, premises liability claims and tax audits among others. We do not expect that any litigation or administrative proceedings in which we are presently involved, or of which we are aware, will have a material adverse effect on our business, financial condition, results of operations or cash flows.

10. Inventory

Inventory at March 31, 2020 and December 31, 2019, consisted of the following:

11. Reorganization Costs

On April 30, 2020, we committed to and initiated a reorganization plan, or the Reorganization Plan, to improve the efficiency of our operations. As part of the Reorganization Plan, we reduced our headcount and eliminated certain positions. On April 30, 2020, the Reorganization Plan was communicated to those employees impacted. The costs of the Reorganization Plan are expected to be approximately $4,200, which will be recognized as selling, general and administrative expense. These costs are comprised primarily of severance, outplacement services, stock based compensation expense associated with the accelerated vesting of previously granted stock awards for certain employees and fees for recruitment of certain executive positions. During the three months ended March 31, 2020, we recognized $404 of executive recruitment fees and we expect to recognize the remainder of these costs during the three months ended June 30, 2020.