Good day, and welcome to the TravelCenters of America Fourth Quarter and Year-End Conference Call. This call is being recorded. At this time, for opening remarks and introductions, I'd like to turn the call over to the Senior Manager of Investor Relations, Ms. Carlynn Finn. Please go ahead.

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'll 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, March 18, 2013. TA undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made today other than as required by law. Actual results may differ materially from those implied or included in these 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. The recording and retransmission of today's conference call is strictly prohibited without the prior written consent of TA. Now I'll turn the call over to Tom O’Brien. Thomas M. O'Brien: Good morning, everybody, and thank you for joining our call today. I'm pleased to report TA's 2012 financial results and provide an overview of certain of the accomplishments of this past year. Full year 2012 results included EBITDA of $293 million or 8% over 2011; net income of $32 million or 37% over 2011; and net income per share of $1.12, which is 14% over last year. Fourth quarter 2012 EBITDAR was $66 million or 6% over the 2011 fourth quarter. As expected, we incurred a small net loss in the fourth quarter, essentially unchanged from the prior year, both in total and on a per-share basis. A closer look at our results shows how broadly-based our achievements in 2012 have been, particularly in an economic environment in the U.S. that has been anything but a robust recovery from the prior recession. While Andy will run down the results in more detail in a moment, a few highlights include: one, a continued steadiness in fuel gross margin per gallon, which settled in for the year and for the fourth quarter at about $0.16 a gallon, up about $0.015 over 2011 for each period; two, healthy top line nonfuel growth of 5.5% for the fourth quarter and 5.8% for the full year; three, nonfuel gross margin increased about 3% for both the fourth quarter and the full year 2012; four, we continued to control operating expenses, even as we grow the business and our nonfuel sales, as evidenced by the 70 and 140 basis point improvements in operating expenses as a percentage of nonfuel revenue for the fourth quarter and full year 2012 on a same-site basis; five, operations excluded from the same-site analysis, largely sites acquired in 2011 and '12, contributed about $48 million of gross margin, a measure which I take as validation of our acquisition activities. I'm particularly encouraged by these results because they represent only a partial year for many of the sites and we have not yet completed all of our planned improvements to these acquired sites. Six, during 2012, our total fuel sales volume declined by about 2.3%. I believe this is a modest decline in the face of, one, our final exit from the wholesale fuel business, which was responsible for about 1/3 of this decline; two, the fact that, on average, about 6% of our diesel fuel dispensers were off-line in 2012 due to our comprehensive dispenser modernization and replacement activities; and three, continuing fuel conservation efforts by our customers in the trucking industry. I believe the attention we've shown to customer service, to growing our business, to improving our facilities and controlling our operating costs allowed us to grow our profits in a slowly improving economy in 2012 and positioned us for continued profitability in 2013. I would like to highlight some of the investments and operating initiatives that we've made in 2012 that I expect may contribute to our future results. Examples include, first, we continue to opportunistically take advantage of the distressed real estate market conditions affected in specialized real estate, like travel centers. During 2012, we purchased 14 travel center businesses for an aggregate investment of $52 million. We also entered agreements to purchase another 4 travel centers for an aggregate of $20 million, and 2 of these purchases have already closed during 2013. Second, we continue to invest capital to improve our existing sites. As of today, we have installed, on-island, both diesel exhaust fluid dispensers at about 1,000 lanes in 200 of the 210 TA and Petro locations that we operate. We are building truck repair and maintenance facilities at sites we acquired in 2011 and 2012 that did not have them. We completed 1 and we've begun work on 4 others that we expect to open during the first half of 2013. In 2012, we added 8 quick-service restaurant offerings, including 5 Starbucks or Dunkin' Donuts-branded locations. Third, our program to brand our gasoline offerings with well-recognized national brands was substantially completed during 2012. At the end of the year, only 6 of our gasoline stations were selling unbranded gasoline, and we expect 3 of those sites will be branded soon during 2013. We believe the gasoline branding will continue to increase both our gasoline sales volume and margin. Fourth, we've continued to identify innovative ways to increase our sales and profitability without investing a lot of capital, including adding 45 Verizon Wireless stores to date; developing a reserved truck parking program called Reserve-It, it has been rolled out to 159 of our sites to date; and expanding our roadside assistance offer to include Road Squad Connect, a vast network of qualified service providers, including our own fleet of 400 vehicles, that allows us to provide roadside assistance everywhere in the U.S., and more recently, to include Road Squad on-site, through which we provide preventative maintenance and routine repair services at vehicle yards owned by our customers; and fifth, we continue to work towards expanding our product and service offerings, such as through our agreement with Michelin to carry its full line of truck tires that began in late 2012 and our continuing negotiations with Shell to construct a natural gas fueling network across America. And now Andy Rebholz, our Chief Financial Officer, will review our fourth quarter and full year results in more detail. After Andy's comments, I'll come back to make some closing remarks, and then we'll try to answer questions. Andrew J. Rebholz: Thanks, Tom, and good morning, everybody. I will discuss some of our key financial results for the 2012 fourth quarter and full year. In this discussion, I will refer to same-site results, which are the results that only those sites that we have continuously operated since January 1, 2011 for the full year results or since October 1, 2011 for the fourth quarter results. And first, I'll cover the fourth quarter results. We reported EBITDAR of $65.6 million for the 2012 fourth quarter, an increase of about $3.7 million or 6% versus the fourth quarter of 2011. EBITDA, or EBITDAR less GAAP rent expense, was $1.3 million or about 10% higher in the 2012 fourth quarter than in the 2011 fourth quarter. In the fourth quarter of 2012, TA generated a net loss of $2.5 million or $0.08 per share, a slight improvement over the prior year quarter, when we have posted a net loss of $0.09 per share. As a reminder, I want to point out that TA's business is impacted by seasonal changes. The first and fourth quarters of each calendar year generally produce our weakest financial results, and the second and third calendar quarters generally produce our best financial results. As Tom just noted, the improvement over the prior year results is attributable to improvements in nearly all areas of our business. On a same-site basis, our 2012 fourth quarter fuel gross margin increased by $1.6 million or 2.2% over the comparable 2011 quarter. Our per gallon fuel gross margin increased by 9% on a same-site basis, offset somewhat by a decline in our fuel sales volume. As Tom mentioned, some of the fourth quarter 2012 volume decline versus the 2011 fourth quarter is attributable to approximately 10% of our dispensers being temporarily out of service during the replacement, as well as fuel conservation initiatives by truckers and our efforts to avoid lower-margin sales. Our nonfuel revenue on a same-site basis during the 2012 fourth quarter also increased by $6.5 million or about 2.1% versus the 2011 fourth quarter. We believe that the increase in nonfuel sales reflects the impact of slightly improved economic conditions on trucking companies and their drivers and the results of our various customer service and product expansion initiatives, such as diesel exhaust fluid and reserved parking. Our nonfuel gross margin as a percentage of nonfuel sales on a same-site basis decreased by 130 basis points to 55.5% for the 2012 fourth quarter, largely as a result of the same factors we've been noting all year, most notably, lower tire margins due to increased prices and competition. Our site level operating expenses on a same-site basis increased by $1.3 million or 4% versus the 2011 fourth quarter. This increase reflects the higher volume of sales in the 2012 quarter. Although the dollar amount of operating expenses increased, the ratio of operating expenses to nonfuel revenues improved, declining by 70 basis points from the 2011 quarter to 53% in the 2012 fourth quarter. Our selling, general and administrative costs of $22.4 million for the fourth quarter of 2012 were $1 million lower than in 2011. Now I will turn to the results for the year ended December 31, 2012. EBITDAR for 2012 of $293 million was about $20.6 million or 7.6% greater than for 2011. EBITDA, or EBITDAR less GAAP rent expense, was $13.5 million or 17% higher for 2012 than in 2011. TA's net income for the full year 2012 was $32.2 million or $1.12 per share compared to net income of $23.6 million or $0.98 per share for 2011. On a same-site basis, our 2012 fuel gross margin was approximately $18.4 million or 6.3% more than in 2011 as a result of an 11% higher margin per gallon, offset somewhat by a decline in fuel sales volume. Our nonfuel revenue on a same-site basis during 2012 also increased by $39.5 million or about 3.2% versus 2011. Our nonfuel gross margin as a percentage of nonfuel sales on a same-site basis was 55.5% for the 2012 year, representing a 140 basis point decline from 2011. Our site level operating expenses on a same-site basis increased by $2.1 million or 0.3% versus 2011. This increase reflects the costs incurred in support of a higher level of nonfuel sales, partially offset by our success in controlling costs. While the amount of operating expenses slightly increased in 2012 over 2011, the ratio of operating expenses to nonfuel revenues improved, declining by 140 basis points to 51.3% for 2012. Our selling, general and administrative cost of $95.5 million for the year 2012 was $6.4 million more than in 2011 largely due to litigation expenses and increased personnel costs that are partially due to the addition of 20 company-operated sites over the past 2 years. And now I'll turn the call back over to Tom. Thomas M. O'Brien: Andy, thanks. Some on the call will want to know what we see for 2013. With most of the first quarter in the rearview mirror, while I do expect the seasonal net loss for that first quarter, I, again expect a profitable year for 2013. Our focus in 2013 includes: one, a continuation of prudent, selective acquisition of additional operating travel centers; two, the continuation of internal growth capital investment; three, a continued focus on operating financial metrics and our customer service delivery excellence; and finally, four, we will continue to expand our product and service offerings to develop and implement new products and services like natural gas fueling for trucks and reserved parking, which we believe may meet the evolving needs of our customers. We'll also continue our efforts to expand our reach into different customer groups and locales such as through our Road Squad Connect and Road Squad on-site offerings that I described earlier. I believe 2012 was a positive solid year for TA. We successfully implemented operating, capital investing and customer service initiatives that not only resulted in strong growth over 2011 but, I believe, have also set a platform upon which we have good opportunities for continued financial improvements in 2013. And with that, Andy and I will now take your questions. Operator, do we have any?

[Operator Instructions] And first, from the line of Michael Lasser with UBS.

My question focuses on the fuel margin and how much you're earning on a per gallon basis. How much of that increase that you've seen for quite some time now has been driven by going to, largely, branded fuel, and then what's been driven by virtue of market factors? Thomas M. O'Brien: I would say -- well, a couple of things. The principal influence on that is market factors, and the reason I say that is because the branded fuel initiative that I talked about is -- relates to gasoline only, and diesel fuel is sold non-branded. The gasoline branding is sort of a switch from -- we call it a nonbrand, but the brand was called TA Quality, which is a very recognized brand of gasoline. And gasoline is about 10% of our total fuel volume. So in other words, market factors are principally what have driven the improvement in the per gallon margin.

And how much room do you think there is to go within that amount per gallon? Thomas M. O'Brien: I really can't predict that, although I will tell you that we drive that -- and when I say market factors, I'm talking about not just pricing of sales but also our ability to buy better and better. And we've done an awful lot of work on both sides, so we've got sort of 2 ends to push in. Where it can go is something I just won't speculate about.

Okay. The other question I had is on site level operating expenses as a percentage of the total. You've obviously done a great job of leveraging your expenses. How much further do you think you have to go on that line item, especially as your revenue has been -- total revenue by virtue of the fuel sales has been somewhat volatile? Thomas M. O'Brien: Well, yes, fuel sales certainly can have an impact, up or down, on revenue, whether or not you believe the business itself overall is going in the right direction. But we have not missed an opportunity, I think, in recent years or quarters to improve our nonfuel revenue year-over-year.

So what I'm mostly curious about is the [indiscernible] side, and can you continue to see that much leverage within the business? Thomas M. O'Brien: There is a great deal of focus on operating effectiveness and efficiency. When you're talking about operating expenses, the biggest piece in there is labor. Another big piece is utilities. We are -- no one here has decided that there are no future improvements to be had there, and it's something we have a constant focus on. Whether it's another 10 basis points or another 200 basis points, it almost doesn't matter because lowering operating costs takes absolutely no capital, and we're going to continue to focus on it.

Our next question is from Ben Brownlow with Raymond James.

You guys have given the gross profit dollar contribution from the acquired side. I think it was $48 million. Do you have the store level profit contribution net of site level expenses for those acquisitions? Thomas M. O'Brien: No, but that ought to fall out from the analysis. I don't have a rate in front of me. Just compare the total to the same site. One of the pieces of noise in there is when you open up a new site, you've got some amount of, they call it, opening expenses, a little extra training. And with the numbers that are small, you're talking about a few hundred thousand dollars year-over-year if you look at the 2012 fourth quarter, let's say, to 2011 fourth quarter. So again, take it with a little bit of grain of salt because in large part, that's the hardest part to -- well, the second hardest part to stabilize when you got a new site. First is volume. Second is operating expenses.

Okay. And for 2013, what sort of CapEx are you expecting? And with the recent acquisitions, is there additional CapEx needed for those sites? Thomas M. O'Brien: There is some CapEx needed for the sites that we've purchased or recently purchased. And I think we're still looking at the 50-ish million dollar range for maintenance CapEx, but net-net, we'll put about $47 million -- call it $50 million of CapEx into sites in 2013 that were acquired in 2012. Andrew J. Rebholz: And '11. Thomas M. O'Brien: Yes, 2012 and 2011 to a lesser extent. And net-net, after -- I think we're probably going to sell about $80 million of CapEx improvements to HPT, at least that's what's on the docket. That leaves about, call it, $20 million to $25 million of internal growth CapEx that's on the plan. And I think that sort of gives you the whole breakdown.

That's helpful. And on depreciation, any thoughts or color on 2013? Thomas M. O'Brien: No, other than as we've gotten sites that we continue to own, that number will grow up -- will go up. And perhaps, because prior to making the acquisitions in 2011, so much of our real estate that we operate, at least on operating leases, that number may grow a little bit faster than the rest of the numbers you're seeing just because it has a relatively smaller base.

Okay. And just one last one for me. You commented a little bit on the natural gas and working with Shell, and I actually missed some of that commentary. Just if you can touch on that and timing and thoughts. Thomas M. O'Brien: Yes, sure. I don't think you missed it, Ben. I didn't say a whole lot other than we're continuing to work with them. The process is going well, but we're not done yet. I expect that as it continues to go well, we'll have something to say certainly before the first half of 2013 goes by. But I probably ought to caution that anything not signed is not signed. So we don't have a deal, but we're working very closely with them, and I expect right now, where we're sitting, that we will have one in the near term.

[Operator Instructions] And next we'll go to Bryan Maher with Craig-Hallum Capital Group. Bryan A. Maher: Two quick questions. First, can you comment on why the delay in the earnings release? Thomas M. O'Brien: Sure. Look, I won't waste a lot of time going into a lot of detail, but I mean, that's a matter we take very seriously, and folks should know that. I do apologize for those delays. It must seem like a sort of a shortfall in our ability to conclude the process. But as a brief answer, I don't -- I'm not trying to be glib about it, but there's a lot of moving parts associated with wrapping up an audit and filing a 10-K, not all of which are within our absolute control. On the one hand, I'm pleased to be done as we're presenting what I consider to be really blockbuster financial and operating results. On the other hand, I do recognize that the process needs improvement, and we plan on doing everything we can to make sure that it does. Bryan A. Maher: Okay. But there were no issues at all with the audit, just normal delays? Thomas M. O'Brien: Yes. Bryan A. Maher: The second question I had is on new site acquisitions in 2013 and 2014 and what you're seeing out there. And are you still seeing opportunities to pick off A level sites in markets where the seller might be distressed, unable to refinance, et cetera, that you can grow your base? Thomas M. O'Brien: Yes. I'll tell you that as of right now, our pipeline, while I consider it to be robust, we certainly have gotten -- we've got a lot of things that are under evaluation and real deals in very high-quality assets. It's not as full as it was, say, 2 years ago, but still adequate, and those things can change on a dime. We've got -- we had 4 properties under agreement at the end of 2012. We closed 2. We'll close another 2. We have -- later in either this quarter or probably second quarter. We've got a dozen or so that we're actively looking at but nothing else under agreement. And so if you look at the last 2 years, we've done, I want to say, 22, so we're running 10, 11 acquisitions a year, and I think that sitting here today, early in 2013, that feels to be about the pace we could hit in 2013. Bryan A. Maher: Okay. And just lastly, are you seeing any change in seller expectations as truck tonnage continues to improve and new private residential construction continues to uptrend? Is there a difference in the view of the seller, or what are you seeing there? Thomas M. O'Brien: I'm not really seeing a change in the view of operations of sellers because of increase in tonnage. More, I'm seeing -- when I talk about distress, what I'm seeing is a difficulty for smaller operators to find financing, difficulty in smaller operators to sort of keep up in terms of the industry's changes in quality and investment in sites, most of which we've driven. So it's things like that. I haven't found sellers to sort of say, well, the market is really improving now because of activity -- customer activity increases, and therefore, I want a higher price or I don't want to sell now. A lot of sellers would like everybody to believe that, but I really don't see it as a real reason or issue at this point.

And next go to Jeff Geygan with Milwaukee Private Wealth.

Can you describe the number of repair centers or service base that you have in operation? Thomas M. O'Brien: Yes. I want to say out of the 210 sites that we operate, we've got about 198 service stations -- or excuse me, repair stations. And we've got -- it might be 1,100 base now, but it's well over 1,000. There's about 3,000-plus technicians. That business is supplemented by our fleet of emergency roadside vehicles, which total over 400 today. In a lot of ways, we, for over the road, have preventative maintenance and emergency repairs; we really lead this space. There are certainly -- our business is different than, let's say, a truck dealer's business. We're really the emergency place. Our average wait time is less than 1 hour. We're open 24 hours a day. We're in this -- yes, we all take care of trucks, but we're in a slightly different business than the, say, dealer-repair network. And that business is about half of our nonfuel business. So it's not a tiny offshoot. It's a big part of our business, and I think it's really, in a lot of ways, our best jumping-off point for future growth, which is why we're spending an awful lot to add these businesses to new acquisitions, for example. We do this very, very well. We're very capable across the country. Having a network gives value to our warranty. Having the quality control that we do allows us to expand, whether it be our Road Squad Connect, where, in some cases, we have become the breakdown department for some of our customers, or Road Squad on-site, which -- there's a lot of things in addition to the potential for incremental business, and this is really a fledgling business at this point for us. It's certainly incremental business, but it can be done more on a scheduled basis, if you will, and so that levers our sort of existing in-place cost and labor structure. It just makes it a little bit easier. The intent is it'll make it a little bit easier to jump off and create incremental profit with really modest investments because we're already doing these things. We've already got personnel and training and policies and things like that. In fact, over the next few years, I do intend to continue our growth in that business and to continue our lead over our competition. And not the least part of that is continuing to invest in technology, mobile technology, for example. That'll give us just that more of an efficiency in our own business and just a further edge over the competition.

And thinking about the competition in that space, how many service base would you estimate your nearest competitor has in place? Thomas M. O'Brien: In the truck stop business? I would say service base -- I want to say, well, first of all, there's different types. Those we call -- that may be capable of doing all the things that we do, I'm guessing 30 or 35, maybe as many as 40. There are tire repair locations in both of our largest competitors, and they each may have as many as 75 or maybe even 100, but really focused only on tires. And frankly, more and more today, we're finding that customers that need tires are demanding more full service. That is to say obviously, it's always been the case that if you a need tire, there's a chance that there's something else that you need as well. And while sort of tire-only business is okay for some, it certainly has its limitations because it's just not -- it can't do the full service thing, and if your customer -- a customer would rather deal with one group than multiple groups.

When you and Andy think about the strategic advantage of having this 1,100 service base and attracting the distressed vehicle on highways, how can you exploit that more completely, and how should we, as investors, think about the advantage that this gives our business? Thomas M. O'Brien: I think in terms of how we grow that business, which is akin to your word, exploit, I think I've been going through that in some detail. I mean, the best examples are our Road Squad Connect, which gives us a broadened geographic reach, perhaps, to the same customers. The next is Road Squad on-site, which, again, gives us -- it broadens the geographic reach, perhaps, with the same customers, but I think there's some incremental customers in that space as well driving the same kind of vehicle. But perhaps, some -- we focus on Class 8 in the heavy-duty segment. There's no particular reason we couldn't do the entire heavy-duty segments of 6, 7 and 8, and so there's some customer -- real customer expansion opportunities there as well.

I appreciate it. Second and last question, with regard to opportunities to acquire additional facilities, what do you assume is the ultimate endgame in terms of the count or the size, the right size for travel centers with respect to total centers? Thomas M. O'Brien: That's a good question. I mean, we have about 245, closing in on 250, in the U.S. Our competitor, the largest competitor has about 600 locations, I think, and that's U.S. and Canada combined. I don't really know what the breakdown is. Another large competitor has somewhere between 200 and -- 250 and 300. There are, in total, I think about 6,000 places to buy diesel fuel if you're a Class 8 truck in the U.S. And so our -- between us and our 2 competitors, we've got about 1,000 or 1,100 of those, so I think there's plenty of opportunity. These days, we're not as interested as we were years ago. We're not as motivated by trying to sort of fill empty segment of highway as we used to be because, by and large, we're everywhere. But there's enough volume of business in high-traffic areas, high-truck-traffic areas, to add locations to our existing with, I think, little in the way of cannibalization. And so it's not a great answer. We do tend to be a little bit opportunistic, and where we're at 245 today, I wouldn't be surprised if we kept on pace -- our historical pace of 10 or 11 acquisitions a year. Of course, nothing's done until it’s done, but that's the way it feels right now. I think that concludes our questions. Operator?

Yes. Mr. O'Brien, go ahead with your closing remarks. Thomas M. O'Brien: Okay. Well, thanks, everybody, for joining the call. We'll be back to you within -- in the next -- a short period of time here to talk about first quarter 2013. Thanks for your interest.

Ladies and gentlemen, that does conclude your conference. Thank you for your participation. You may now disconnect.