Good day, and welcome to the TravelCenters of America’s Second Quarter 2012 Financial Results Conference Call. This call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to the Vice President of Investor Relations, Tim Bonang. Please go ahead. Timothy A. Bonang: Thank you. Good morning, and welcome, everyone. Our agenda today includes remarks by Tom O'Brien, our Chief Executive Officer; and Andy Rebholz, our Chief Financial Officer. After the presentation, there will be a question-and-answer session. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Federal Securities laws. These forward-looking statements are based on TA’s present beliefs and expectations as of today, August 7, 2012. TA undertakes no obligation to revise or publicly release the results of any revisions to the forward-looking statements made today other than as required by law. Actual results may differ materially from those implied or included in any forward-looking statements. Additional information concerning factors that could cause our forward-looking statements not to occur is contained in our filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance upon any forward-looking statements. I would also note that the recording and retransmission of today’s conference call is strictly prohibited without the prior written consent of TA. Now, I will turn the call over to Tom O’Brien. Thomas M. O’Brien: Good morning everybody. Thank you for joining our call today. Our results for the 2012 second quarter continued our strength of year-over-year improvements. We generated net income of $29.9 million or $1.04 a share, for the second quarter of 2012, an improvement of $8 million over the second quarter of 2011. The increase on a per share basis was $0.04 or 4% despite a 33% increase in our weighted average share count due primarily to our issuance of equity during the second quarter last year. Further, our 2012 second quarter EBITDAR was $94.1 million, an increase of $11.2 million or 13% over the 2011 second quarter. These results of the 2012 second quarter represent our 10th consecutive quarter of improved results over the prior year quarter. For the first six of 2012, we generated net income of $15.7 million or $0.54 a share, an improvement of $10.4 million or approximately three times the net income we generated in the first six months of 2011. The increase on a per share basis was $0.28 or 108%, we generated EBITDAR of $164 million for the first half of 2012, an increase of $17.9 million or 12% over the 2011 first half. I attribute these improvements to the capital investments we’ve made in existing properties in 2011 and in 2012, the favorable changes in fuel margins particularly during the 2012 second quarter, as fuel prices generally declined. Our operational execution and ongoing improvements in customer service delivery, and of course our continuing program to acquire TravelCenters to fill in our nationwide network. These results have been achieved despite only modest trucking business improvements reported by many of our customers. For the 2012 second quarter, we realized same-site growth in nonfuel revenues of 4%, and in nonfuel gross margin of 2.2%, despite our modest fuel volume change. While nonfuel margin as a percentage of nonfuel revenue declined by about a 100 basis points, our site level operating expense as a percentage of nonfuel revenues was managed downward by 180 basis points on a same-site basis during the 2012 quarter. Our fuel sales volume on a same-site basis was down 2.2% versus the prior year quarter, and we believe this is at least partially the result of dispensers that were out of service at times during the quarter, as we continued to install new high-speed diesel and Diesel Exhaust Fluid or DEF equipment throughout our network. On a weighted average basis about 3% of our diesel fuel dispensers were out of service for replacement and installation of DEF during the second quarter. We expect that by year-end, our new dispenser and DEF projects will be largely complete nationwide. We continue to expect to post net income for the full year of 2012 that will exceed the net income, we generated for 2011. Besides the very positive earnings report for the second quarter, there are other reasons that I'm excited about TA's prospects for the future. We have made or are making several investments in our business that we expect to contribute to our earnings growth. Some examples include, first, we continue to opportunistically take advantage of distressed market conditions affecting specialized real estate. We bought three travel centers for about $13 million during the second quarter and another five for about $22 million during July. In April, we invested $81 million to purchase one travel center off Interstate 81 in Scranton, Pennsylvania that had been previously operated as Petro Stopping Center by a former franchisee. In June, we invested $5 million to acquire two travel centers in Michigan, one in Battle Creek off I-94 and one in Tekonsha off I-69 both of which have been branded TA. During July, we acquired four travel centers off Interstates in Indiana for about $16 million, three of these were operated as Petro Stopping Centers by our former franchisee. Also in July, we invested $6 million to buy a travel center in Deming, New Mexico off Interstate 10, which we have rebranded as Petro Stopping Center. We've got several other travel center acquisition opportunities that we’re pursuing, but do not yet know what may come of these discussions and negotiations. Second, we continue to invest capital and improve – to improve the profitability of our existing sites. During July, we installed our 100 site offering on-island bulk DEF by the end of 2012, we will have bulk DEF available in all of our company operated sites. We are building truck repair and maintenance facilities at sites we acquired last year that did not have them. And thus far in 2012, we’ve added four Starbucks and Dunkin' Donuts quick service restaurant offerings to our site. Third, our program to brand our gasoline stations with better recognized and marketed national brands has continued successfully. We’ve recently agreed to switch 33 sites to the Shell gasoline brand over the next several months. This would bring our total number of company operated sites with branded gasoline to 182 out of the 203 sites, we operate as of today. Fourth, as we announced in early June, we entered a memorandum of understanding with Shell for the installation of natural gas dispensing equipment on at least 100 of our travel centers and our negotiations towards the definitive agreement are progressing as anticipated. The market for natural gas is the fuel for long-haul trucks are still in its infancy but we are excited to be discussing this arrangement on an exclusive basis with Shell, one of the largest energy companies in the world to join our efforts to create the infrastructure necessary to provide our customers with this alternative fuel choice. We’re working on these and many other initiatives that we expect will help us to continue to grow our business and our profitability. Now Andy Rebholz, our Chief Financial Officer will review our second quarter results in more detail. And after Andy’s comments, I’ll make some closing remarks and will try to answer questions. Andrew J. Rebholz: Thanks, Tom, and good morning, everybody. I’ll discuss some of our key financial results for the 2012 second quarter. In this discussion, I will refer to same site results, which are the results that only those sites that we had continuously operated since April 1, 2011. In the second quarter of 2012, TA generated net income of $29.9 million, an $8 million increase over our net income in the second quarter of 2011. On a per share basis, we earned net income of $1.04 per share in the 2012 quarter as compared with $1 per share in the 2011 quarter. We had $6.6 million more weighted average shares outstanding during the 2012 quarter from the 2011 quarter. I think these results evidenced that we have invested the proceeds of last year share offering wisely. For the second quarter of 2012, TA also reported EBITDAR of $94.1 million, an increase of $11 million versus the second quarter of 2011. On a same site basis, our fuel sales volume decreased by 2.2% in the 2012 second quarter versus the 2011 second quarter. We believe this decline is due to ongoing fuel conservation efforts by our customers and the effects of high speed diesel fuel and Diesel Exhaust Fluid dispenser installation projects that causes to take certain fuel wings out of service for periods during the quarter. Our 2012 second quarter fuel gross margin on a same site basis was approximately $9.4 million or 11% more than in the comparable 2011 quarter. We believe this reflects in part, the greater decline in fuel prices during the 2012 second quarter relative to the 2011 second quarter and in part a recognition by our customers of the value proposition of our full-service travel centers customer offerings. Our nonfuel revenue for the 2012 second quarter increased by 4% versus the 2011 second quarter on a same site basis. On a same site basis, our site level operating expenses increased by 0.04% versus the 2011 second quarter. However, the ratio of operating expenses to nonfuel revenues on a same site basis improved, declining by 180 basis points from the 2011 quarter to 49.6% in the 2012 second quarter. Underscoring the operating leverage in our business and reflecting what I believe is our continued careful management of operating expenses. Our selling, general and administrative costs of $24.4 million for the second quarter of 2012 were $2.2 million or 9.7%, higher than in the 2011 second quarter; this increase is primarily due to personnel costs and expenses related to legal matters. Unfortunately, our industry continues to be plagued by class action litigations and environmental paperwork litigation, particularly in California. With respect to our liquidity position, I note that during the second quarter of 2012, TA's cash balance increased by $34 million. Our cash generated from our operations including favorable working capital changes exceeded our acquisition and capital expenditures investments, which were net of assets sold of $41 million during the quarter. And now I’ll turn the call back over to Tom. Thomas M. O'Brien: Thanks, Andy. With one half of 2012 on the books, I continue to feel very optimistic about the full year. I see positives in the continuation of our strategies including acquisition activities, our investments in our existing locations. We continue to emphasis on innovation and press for customer base expansion, customer service and a solid financial position. And with that operator I think we’ll turn it over to questions.

(Operator Instructions) Our first question will come from the line of Ben Brownlow of Raymond James.

Hi, good morning, great quarter. Thomas M. O'Brien: Hi, thanks a lot, Ben. How are you?

Good. Thomas M. O'Brien: Good.

On the acquisitions, can you give a little color sort of on the transaction multiples, kind of what you’re seeing there? Thomas M. O'Brien: Yeah, we’re still looking into – it depends on what it is between 4, 4.5 times historical and generally in that range sort of projected versus the initial price plus improvements, if I’m making sense.

Yes, that does. Thomas M. O'Brien: Yeah.

And the fuel comp decline I think, if I heard correctly the earlier comments, you said something about 3% of the service being out of service for DEF? Thomas M. O'Brien: 3% of the lanes, that’s right on a weighted average basis during the quarter.

Okay. So is it fair to the sort of think of it as a 300 basis points impact to the comp, I mean, obviously there’s some moving parts to that? Thomas M. O'Brien: Yeah, there are some moving parts, but, yeah generally that’s the way I look at it, of course that’s speculation, because you can never really.

Yeah, absolutely Thomas M. O'Brien: Yeah.

And then just one last one for me; if you could give a little color around the nonfuel margin decline, just the components that were pressuring that margin? Thomas M. O'Brien: Yeah, you’re right on it. I would say, of all of the great things that have been happening, we have one little dim spot in the business, and by and large that margin percentage declined, really is caused by tires, lower tire sales in addition to a change in the mix. That is to say, relatively speaking, a larger percentage on what I call national tire account, which generally have a fixed margin, fixed dollar margin, and less on retail. And some of that is due to supply and availability issues, and frankly the tire manufacturers are really, still just emerging from the deep, deep recession. Some of it is due to demand as newer trucks have been purchased, that has an effect on demand effect on demand. And frankly some of it is due to competition, particularly on the retail side. We are also seeing many retail customers buy down into lower tier and in some cases used tires. So, that's something that has plagued us, it's something we are focused on, but it is the one dim spot of all of the great things that are going on.

Great, thank you. Congrats again. Thomas M. O'Brien: Thanks. Andrew J. Rebholz: Thanks, Ben.

Thank you, next we’ll go to line of Tim Fronda of Sidoti. Please go ahead.

Good morning. Congratulations on the quarter. Thomas M. O'Brien: Thanks, Tim.

With certain fuel dispensers being replaced and out of service, I think you said through year-end, will you be able to increase fuel sales in the third and four quarter? Thomas M. O'Brien: Fuel volume.

Yeah. Thomas M. O'Brien: Yeah, I do think that has had a dampening, has dampened the changes in fuel volume. And when I say 3.4% of our dispensers were out of service, a lot of times what that, I calculated from the day that they are taken out to the day they are back online. But in some cases in this business, when there is a dispenser project going on, some customers will just not go to that site. And so the impact I think is a little bit larger. We’ve moved a number of projects out of the third quarter, although there are still some going on. And opted to differ them into the fourth quarter, basically because it's a shoulder period with less volume seasonally in the fourth quarter. I expect the dispenser project to continue through year-end, but be largely completed by year-end.

Okay, great. And do you plan to acquire additional travel centers in the second half, and is there a certain strategy you want to follow with that being along certain highways, or do you look for stations that don’t have restaurants that you could add services onto? What is your focus with that? Thomas M. O'Brien: Well, the first criteria really is to step back and look at our interstate network. And attempt to identify sort of the few remaining gaps. There are about 8 to 10 areas in the country along specifically identified routes that we would like to focus on. Obviously, I'll call it the second criteria, but in a lot of ways it’s more important discuss to be something available in that gap, right?

Right Thomas M. O'Brien: A good example is the property that we acquired in Deming earlier, (April) I guesses it’s last month now. There isn't another site that sort of fills 170 mile gap that we have. So what I’d really like to do is fill in that like I said the few remaining gaps that we have in the network. That said, a good bit of opportunistic investing is being aware of what is available. I think that we see everything in America, and if we believe, we can buy at 4 to 4.5 times, it’s, I don’t want to say it’s impossible but it’s difficult to make a mistake at those kinds of multiples, and in fact, some of the acquisitions that we’ve made, particularly some of the ones last year in Indiana, are really quiet close to existing sites. So, all of those things put together really availability and filling in the network, and frankly the ability of that particular site to fit our full-service mold. Many times we’re finding locations that are large enough, but don’t have a truck repair center. And so and that applies to at least a handful or half a dozen of the acquisitions that we’ve made over the last 18 months, where we’re now or are planning to direct a truck service center.

Great, thank you for your time. Thomas M. O'Brien: Thanks a lot.

(Operator Instructions) Our next question will come from the line of Michael Lasser of UBS. Please go ahead.

Good morning, thanks a lot for taking my question. On the acquisition front may be asking it a little bit of a different way, how far are you into the investible opportunity? So how many more sites are there, that you could potentially acquire? Thomas M. O'Brien: Well, there is 6,000 places, 6,000 places where Class8 truck can purchase diesel in the United States, I think there is about 1,700 of those along the Interstate between sort of the top three, I estimate that the top three chains have maybe a 1,000 of those. So it's a pretty wide breadth of availability out there, now I got to sort of wean that down a little bit because of course one of the biggest category, some of them are simply not for sale. Some of them may be able to buy diesel there, but they don't fit our truck service, our full-service model. So I would say for us there are several hundred opportunities out there, and really just being aware and having a network of information flow is what's really allowed us to identify, what we’ve done in 2011 plus another 9 or 10 so far this year in 2012.

And on the fuel gross margin in the second quarter? Thomas M. O'Brien: Yeah.

How sustainable is that rate and can you break down the year-over-year increase between the change in fuel prices and maybe some competitive factors that may have influenced it as well? Thomas M. O'Brien: Yes, I would think that – I would say that fuel pricing, or the level of the cost of fuel and its direction has a lot to do with sort of quarter-over-quarter changes. So if you look at the first quarter of 2012, for example, our fuel prices were generally on the rise. And I think we posted $0.0135 or $0.0134 a gallon. If you look at the second quarter standalone, fuel prices were generally in decline, and we posted $0.0182 a gallon. And so just looking at those two points, I think within a band of $0.03 to $0.04 is the impact of changes in fuel prices. Now, it just so happens, I think you could look at the first and second quarter of 2012 as really relatively clean quarters not a lot of ups and downs in terms of big swings. First quarter was generally, just generally up, pretty steadily. Second quarter was generally down pretty steadily. And those actually, I think are pretty good examples and pretty clean examples of the impact on our margins. Back to the competitive question, generally speaking, I would say that it’s a very competitive market and it’s one that requires constant vigilance. However I do believe, based upon what I can see, right, and I've only got my perspective because we’re the only public company that publishes numbers, but based on what I can see, I think that all of the large chains have similar cost structures in terms of their buying power. And similar considerations in terms of their mix of customers and what they’re trying to do on the interstate. Some locations by competition is much further away for example and we will have a little bit more of a free hand. In others we are right on top of each other. And the competition is very fierce. With diligence, which we have, I think somewhere between the first quarter, which is a good example of rising prices, and the second quarter, which is a good example of steadily declining prices, is where we should fall out.

Okay, thank you very much. Thomas M. O'Brien: All right, thanks a lot.

Thank you, we’ll go next to line of Susan Anderson of Citi. Please go ahead.

Good morning and congrats on a great quarter. Thomas M. O'Brien: Thanks Susan, how are you?

Good, I was wondering if you could maybe give a little color on just what you’re seeing in the macro environment, we’ve seen some weakening as of late, and just any comments on if it’s impacting your business at all. Obviously, gas bonds were flat. There are a couple reasons for that, but also it looks like nonfuel sales slowed a bit. Thomas M. O'Brien: Yeah, it’s not a robustly growing market for our customers. It is growing, and I do think that we have strategies that are both working for existing business and that represent expansion of that business, whether it’s expansion in the kinds and types of services that we can deliver within our full-service offering, or expansion to certain extent beyond our traditional customer. But good example of the first thing is things like the truck service offerings, so alignments for example. And expanded capability in our roadside, emergency roadside repair business, for example, both of which have been implemented. Another example is some other things we’re doing with the parking at certain sites, giving customers the ability to reserve a parking space. Those generate some income for us, and I have – I’m looking forward to those three things maturing. On the other expanding our customer base, I think a great example of that is switching from unbranded to branded gasoline. And we’ve seen just dramatic impacts in volume at those sites that we have converted. And so while I don’t have some of our traditional customers are not growing so fast that their demand for fuel has outstripped their fuel conservation efforts, I do have an awful lot of levers within the full-service model that we are tugging on to add to that modest growth that, if you will, the market is giving us. I think we've got strategies in place to take more too.

Okay, great. That sounds good. Thanks a lot. Thomas M. O'Brien: Thanks Susan.

We’ll go next to line of Rob Simone at KBW. Please go ahead.

H guys good morning, just a quick one from me. Thomas M. O'Brien: Hi, Rob.

It looks like your same site level operating expenses were kind of flattish in the last two quarters. Just wondering if you could may be provide a little more color about what’s keeping them down, I know you said that you have a ton of operating leverage in the business, but what’s keeping them down, how long do you think that trend can continue and what if anything could alter that trend? Thanks. Thomas M. O'Brien: Sure. What’s keeping them down is frankly is discipline and there is an awful lot to be said for example to raising cost actually lead to increases in revenue. So for example, if you don’t have wait staff in the restaurant, you’re not going to sell more, right? But being able to execute those things appropriately, which is very difficult from a single position and very complicated businesses from a single position in the country running 200 plus sites, but we’ve got that discipline, we’ve got the right people, not only here but in the field managing their regions. I think we’re all on the same page and are seeing the results of that in, like I said for example labor cost. I think that, there is no particular reason why that can’t continue, I don’t want to say indefinitely, but certainly we have more to go there if we execute right. Another example is maintenance costs. And I think maintenance costs are starting to flatten out and the reason for that is because we have been very disciplined with regard to capital improvements over the last four or five years. That is to say the more you pay attention to your systems and doors and windows and roofs and parking lots and all that overtime, the less it costs to upkeep that unless you're spending on sort of emerging repairs and so I think our sites are in great shape. I’ve heard a lot of compliments, some from my competitors, and so I know we’re headed in the right direction and those are I think, those are the two biggest things in the operating cost.

Okay, great and its very helpful. Thank you. Thomas M. O'Brien: Thanks a lot.

Thank you. And we’ll go next to line Jeff Geygan of Milwaukee Private Wealth Management. Please go ahead.

Good morning, thanks for taking my call. Thomas M. O'Brien: Hi, Jeff.

Can you expand on what you mean by a significant impact from adding branded fuel to your sites? Thomas M. O'Brien: I mean a significant impact on the fuel volume. So if I said adding, I didn’t mean it, I meant changing. So in many cases, historically we have sold gasoline on a non-branded basis, that is to say it had a brand name except that nobody knew what that name was. TA quality gas for example. And the strategy when that was implemented really came out of a price per gallon differential that was perceived many years ago between unbranded and branded gasoline and the world has changed today. That price differential doesn’t exist, and in fact most markets have reversed and the brand themselves are, frankly, stronger today than they were five or six years ago to the point where there is a real demand for branded versus unbranded gas, particularly in the markets for the brands that we have chosen. And so it’s not unusual to see switch from unbranded to branded increase our gasoline volume by well into the double digits, 20%, 25%. Now, that said take it with a grain of salt, I know you will, but gasoline is about 10% of our total volume.

On that notion of the brand, you mentioned Starbucks, Dunkin’ Donuts. Are those new retailers to your franchise system? Thomas M. O'Brien: No. I think we put the first Dunkin’ Donuts in I want to say last year. Starbucks, we’ve had a couple for as long as I have been here and I think we’re up to total of six or eight Starbucks and four or five Dunkin’ Donuts.

Is there a noticeable difference in the performance of those sites versus others? Thomas M. O'Brien: Noticeable, yes, I can count it, I can count the change in – obviously we measure the profitability of each one of those units. One of the things that you worry about when you have for example a truckstop that has a restaurant in it already, if you adding another food offering and worry about cannibalizing, but by and large our experience is that what you’re really doing is making your site more attractive to that incremental, to an incremental customer. You follow me?

I do, how should we expect your net margin, both fuel and nonfuel to be impacted by what seems to an introduction of branded strategy as opposed to say non-branded strategy? Thomas M. O'Brien: Remember, we are talking only about gasoline, and gasoline is about 10% of total, I would say our gasoline customers, we can figure are roughly half of the folks that transact business with us at a particular site that has both gasoline and diesel, so largely more, more customer visits, obviously to the extent we garner additional gasoline gallons margin on that as well.

I Appreciate it. Last question related to affiliate or MOU with the Royal Dutch and the natural gas distribution. Compliments to you, I think you're ahead of the curve, but maybe you can talk a little bit about what you expect longer term competitive advantage impact on your financial statements and so on by introduction of natural gas fueling? Thomas M. O'Brien: Sure, I can tell you a little bit, and as it said the negotiations are not concluded, although they’re proceeding as I expected. And so I can’t go into a lot of detail, well it’s not good for either of us, as can do that until its settled, but I really look at natural gas as a potential alternative fuel for our customers, and to the extent that it is in demand, our desire is to have it available. We are leading the market to the certain expanse because there is no infrastructure today for over-the-road, natural gas particularly for Class8 vehicles. That said some of the rosiest forecasts I have seen show within five years somewhere in the neighborhood of 7% or 8% of the total vehicles that, like Class 6 to 8, that typically use diesel fuel. Somewhere in that percentage we will be, but that's sort of a natural gas demand. Now, that could change, right. Five years is a long time for anything that has to do with a petroleum product. And many customers are attracted to the price differential that they see, and I think their math is correct, now that math will either get better for them, or worse, but I think on balance over the long period of time natural gas is, will be an alternative to diesel, and I expect that many at least in the medium term – say three to five to seven years, many fleets will have a foot in both camps. And that is we expect to do.

Great, thank you and good luck. Thomas M. O'Brien: Thanks a lot, Jeff.

Thank you. We’ll go next to the line of Martin Pyle of Edward Jones Investments. Please go head. Martin W. Pyle: Thanks, gentlemen for taking the questions today, I appreciate the information. Quick question on the purchase of the sites the rebranding that you’ve done of those. I know generally you sell back your sites to or at least the improvements back to HPT. Are these going to be sold and transferred to HPT or will they be maintained by TA? Thomas M. O'Brien: Well, what we sell, Martin, to HPT, what we have sold in the past is improvements to HPT owned sites. The acquisitions that we’ve made in 2011 and in 2012, we own outright. So HPT is not involved with those sites in anyway. Martin W. Pyle: Okay. Okay, great, great. And you mentioned some future purchases is that do you think you’re going to be able to do that out of your cash balances at the present time? Thomas M. O'Brien: So we have over $100 million of cash on the balance sheet at the end of the quarter. And we’ve got a credit line of $200 million of which some of which is used to back letters of credit. So I think we have plenty of liquidity buying single sites. We’ve paid as much as seven but an awful lot of these sites are initial purchase prices really in the $3 million to $4 million to $5 million range. Martin W. Pyle: Okay, great. Thank you guys. Thomas M. O'Brien: Thank you very much. Operator, I don’t see any other questions.

There are no further questions in queue at this time. Thomas M. O'Brien: Okay, well thank you everybody for calling in and we’ll talk to you in about three months. Thanks a lot.

Thank you. And ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect.