Ladies and gentlemen, good day, and welcome to the TravelCenters of America Third Quarter 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 Senior Manager of Investor Relations, Katie Strohacker. Please go ahead.

Thanks, Galin, 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 those remarks, 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, November 4, 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. And with that, I'd like to turn the call over to Tom O’Brien. Thomas M. O'Brien: Good morning, and thank you for joining our call today. TA's third quarter 2013 financial results contain a great number of positive indicators, principal among those indicators is a $4 million growth in EBITDAR for the quarter to $88 million. A key factor affecting TA's EBITDAR for the quarter was an increase in contributions from the locations purchased, since our current acquisition initiative began in earnest in 2011. Sites purchased since January 1, 2011, contributed $19.3 million to EBITDAR during the last 12-months ended September 30, 2013. In combination, since January 2011, we have spent or committed to spend $265 million to purchase and refurbish a total of 30 sites. I want to emphasize that most of these sites are not yet stabilized, and some are under renovation with only limited customer services. We're really excited about the continuing improvements, we're realizing at these sites added to the TA Petro network. Overall, our retail fuel volume increased nearly 4% in the quarter versus the 2012 third quarter, and fuel margin per gallon increased about 5%. These positives were more than enough to overcome 2 challenges in the quarter, both of which I've discussed on previous calls. The first being pressure from some of our principal competitor's efforts to retain or gain volume, as a result of the current turmoil affecting our largest competitor. As I mentioned in our second quarter conference calls, these pressures seem to have abated somewhat during the 2013 third quarter. I attribute the modest same site volume decline of 1.4%, largely to customer fuel conservation efforts. Other challenges you see reflected in our numbers is a combination of lower overall tire profitability, despite unit sales growth in that category, and lower profitability in our full-service restaurant business. I have discussed the tire situation on previous calls, as a reflection of manufacturers' pricing increases that were not passed on to customers as a result of increased competition in the expiration of some favorable tire supply contracts in late 2012. I expect this year-over-year negative comparison to abate somewhat in the first half of 2014. Our full-service restaurant results are down, reflective of the things you may see if you follow other companies in the casual dining business, but those results were offset somewhat by better results in our quick service restaurants. If you bear with me for a moment, I want to again, underline the successes we're beginning to see at the sites we've acquired, since the beginning of 2011. It takes some time, we estimate about 3 years, after acquisition and completion of renovations for a new location to become fully integrated into the TA Petro network, and to produce stabilized financial results. As of the beginning of the 2013 third quarter, properties purchased since the beginning of 2011 were substantially complete for a weighted average period of only about 7 months. And properties purchased in 2012 and earlier this year are mostly still under renovation and not yet fully performing. I think that this time lag is the principal reason our modest EBITDAR growth has not yet overcome the current period increase in related depreciation and financing costs which don't have a ramp-up period. I also believe this phenomenon is the reason why net income for the third quarter of 2013 was $16 million, or $0.53 a share, a $3 million decrease from the prior-year quarter. While total revenue again exceeded $2 billion for the quarter, importantly, total retail fuel volume increased almost 4%, and nonfuel revenue increased nearly 8%. Fuel gross margin per gallon also increased year-over-year. We expect to continue to acquire new travel center sites and to integrate them into our nationwide network. We still see a fair amount of opportunity in our pipeline of acquisitions. We closed 6 acquisitions in 2013 before the end of the third quarter, and 4 travel center acquisitions were pending as of the end of that quarter. We have also begun to make plans to take action on Greenfield development sites in areas where we believe we can enhance our network, but where we have not found suitable acquisition candidates to-date. We have owned 7 Greenfield locations since 2007, and we expect to seek to move forward with development if the economy continues as we currently expect. I hope to begin construction late in 2014, or in early 2015. Our plans going forward are largely unchanged from those I have discussed before. We need to continue to take care of existing business, to grow the financial contributions we realize from newly acquired sites to their full potential, to handle our business with respect to competitive pressures and, as I have emphasized, to look to the future by growing through acquisitions and new site developments, as well as capitalizing on our internal growth opportunities. This means, we need to continue to adapt to changing customer demands, including by helping our customers with new products and services like diesel exhaust fluid, our reserved parking efforts, our expanded truck repair and maintenance services and our efforts with Shell to build out a nationwide network of natural gas fueling locations, the first 5 of which, I expect will open on schedule during the first half of 2014. And now, Andy Rebholz, our Chief Financial Officer will review our third quarter results in more detail. After Andy's comments, I'll make some closing remarks and then we'll try to answer questions. Andrew J. Rebholz: Thanks, Tom, and good morning, everybody. I'd like to make some more detailed comments about key financial results for the 2013 third quarter. When I refer to same site results, I mean the results at only those sites we have continuously operated since the beginning of October 2012. We reported EBITDAR of $87.8 million for the 2013 third quarter. An increase of about $4.2 million or 5% versus the third quarter of 2012. In the third quarter of 2013, TA generated net income of $15.8 million or $0.53 per share, a decline of $3.2 million from the prior-year quarter when we generated net income of $19 million or $0.66 per share. On a same site basis, our 2013 third quarter fuel gross margin increased by $3.1 million, or 3.7% from the comparable 2012 quarter. Largely due to an increase in gross margin per gallon. We believe the fuel gross margin continued to reflect the effects of improved truck fuel efficiency. Our nonfuel revenue on a same site basis during the 2013 third quarter, increased by $11.7 million, or about 3.2% versus the 2012 third quarter. We believe that the increase in nonfuel sales reflects the success of our various customer service and 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 0.6% from the prior-year quarter to 54.3% in the 2013 third quarter. We believe that this decrease is largely attributable to a modest shift in the mix of our nonfuel products and services sold, and the increases in tire purchase prices that have affected our comparative gross margin percentages all year. Our site level operating expenses on a same site basis for the 2013 third quarter increased by $7.5 million or 4.2% versus the 2012 third quarter. This increase reflects the higher volume of nonfuel sales in the 2013 quarter. The ratio of operating expenses to nonfuel revenues increased by 40 basis points from the 2012 quarter to 49.7% in the 2013 third quarter. Our selling, general and administrative costs of $23.7 million for the third quarter of 2013 were $1.9 million, or 7.3% less than in the 2012 third quarter, largely due to a decrease in litigation related expenses. In the past year, we have settled many of our more significant litigation matters including the California Environmental Litigation. Our real estate rent expense for the 2013 third quarter, increased by $3.2 million, or 6.6% over the 2012 third quarter, due to the rent payable in connection with improvements at sites we lease from HPT that were funded by HPT since the 2012 third quarter, as well as modest amounts of percentage rent payable on increases in revenues at the sites we lease from HPT under the TA lease. Our acquisition cost in the 2013 third quarter reflected an $800,000 increase over the 2012 quarter. This was primarily due to a greater level of acquisition diligence activity in 2013 than in 2012. Including with respect to the acquisitions Tom discussed earlier, as well as certain we decided not to pursue. Our interest expense for the 2013 third quarter increased by $1.9 million over the prior-year quarter as a result of our issuance in January 2013 of $110 million of our 8.25% senior notes due 2028. Now, I turn the call back over to Tom. Thomas M. O'Brien: Thanks, Andy. Our message this quarter is that we've put a great deal of effort into the growth of our cash flow, particularly at recently acquired sites. And while I believe we are just beginning to see the results of these efforts, we have already overcome many of the startup costs associated with most growth initiatives that have burdened our reported earnings earlier this year. I'm as excited as I've ever been about our operating plans, our internal and external growth platforms, and our continued dedication to outstanding customer service. Andy and I will now take your questions. Operator?

[Operator Instructions] We'll go to Bryan Maher with Craig-Hallum. Bryan A. Maher: Quick question on the greenfield development. Can you kind of walk through what you think that those sites -- I guess you already own the real estate on the 7 sites and have for some time, what do you think that the actual development costs would range for each of those? Thomas M. O'Brien: I would say probably the best indicator of that is some of the projects that we have completed, as you know, a brand-new site in Gary, Indiana, and when I say brand-new, I mean it was a near total tear down. That was a site we bought out of a bankruptcy or foreclosure auction. We put about $16 million into that site. And that gives you a good estimate of what a greenfield might cost. Now I've got to caution you, obviously, with just a few sites -- and I'm not talking about a change in strategy here at all, but with just a couple of sites, development cost depending on what states you're in, or what locations, can vary widely. But that's a good rule of thumb, the Gary cost. Bryan A. Maher: Yes. isn't the Gary site a pretty big site, though as well? Thomas M. O'Brien: It's very large. Bryan A. Maher: Would you expect that these other new greenfields would be as large, or not quite as large? Thomas M. O'Brien: I would say, maybe not quite as large as Gary, but above average in size for the typical TA, which includes the typical or the average TA is about 200 truck parking spaces. About 100 parking spaces for cars and roughly 20 acres. The -- One of the sites is well in excess of that, and the other is just a little below that average. Bryan A. Maher: So I guess what I'm hearing is of the 7 sites that you currently on the real estate on, you're pretty much looking at developing 2 of those, it seems like they're at the top of your head list? Thomas M. O'Brien: 2, maybe 3, this is probably as I said, 1 year or so out. But you've got to plan for that well in advance. Bryan A. Maher: Right. And then on the acquisition front, is there any change from what you were seeing at the end of the second quarter to now? Thomas M. O'Brien: No. As of the end of the third quarter, we had 4 sites under agreement. We've closed on 2, and we've got 2 pending. And I wouldn't say that the acquisition pipeline today is as robust as I have ever seen it. But it's not as -- it's not as -- I've seen it smaller as well. So it's not... Bryan A. Maher: And kind of a housekeeping note, when do you expect to file the Q? Thomas M. O'Brien: It's filed, I think. Andrew J. Rebholz: No, later today. Bryan A. Maher: Can you give us the basic and diluted share count at the moment, Andy? Andrew J. Rebholz: Yes. They're both the same because there's really no dilution, but the -- the way we have to do this under GAAP, is kind of a pain in the butt. Thomas M. O'Brien: While he's looking at that, let's -- you've got another question, Brian? Bryan A. Maher: No, that was it. It just, really [indiscernible] to you guys kind of picking it up off of the second quarter. You can just e-mail me that count, that will be great.

And we'll go to Robert Dunn with Sidoti & Company.

Maybe you could just talk about the competitive environment so far in the fourth quarter. Have you -- Is it relatively similar to what you've seen in the third quarter, have you seen kind of that pressure continue to abate? Thomas M. O'Brien: Well, perhaps in the second quarter, we've maybe made a little bit too much of that. I mean, if you look at what the second quarter included, second quarter of 2012, I want to say the fuel margin per gallon was $0.19, which may have been a tough road to hoe, no matter what the environment was. Comments previously about that competitive situation, really stemmed to -- stemmed from double points, which was undertaken by one of our competitors. And basically that's just a fancy way of offering an additional discount. That program by our competitor took place in May and June, did not take place in July, August. It did take place in September, but that was really, I think, more about trucker appreciation month than anything else. And so, when I talk about that aspect, it appears to me to have been short-lived. And when I say it's abated, that's really what I'm talking about, 2 out of the 3 months in the second quarter and arguably 1 in the third quarter. Just -- that kind of just puts it in context for you.

Okay. And then there was a nice article in the Journal last week about natural gas engines, I wonder if you could just touch on how the rollout of those lanes is going, and maybe if you've heard anything anecdotally about, I guess maybe the pace of adoption of that technology among some of your trucking customers? Thomas M. O'Brien: Sure. Our buildout, or ours and Shell's buildout plans are going as expected. We'll -- the first 5 sites will be -- we've got 1 in Pennsylvania, 1 in -- 1 or 2 in Texas, and 2 or 3 in California, that sort of depends really upon that customer demand that you're talking about. And initially, while we do ultimately expect to have a nationwide network, obviously, it's difficult to build 200 lanes simultaneously. So you've got to start somewhere and that somewhere is -- we're taking our cues from our customers and have built-in flexibility to be able to move things around to respond to customer demand. On customer demand, which is the second part of your question, I would say that the large -- of the largest fleets in the U.S., most are looking at natural gas. But what varies widely is that rate of adoption that you're talking about. It goes from, I don't want to be first on the one end of the spectrum, two, I want to capture a competitive advantage by being first. I would say it's a rare large fleet that isn't aware of the potential for natural gas which'll basically help reduce fuel costs. That's the theory. But take-up has been somewhat spotty to date. I think that it will accelerate as and when our lanes come online.

[Operator Instructions] We'll go to Buzz Heidtke with Heidtke and Company.

I'm a new shareholder -- we're a new shareholder so, I wanted to ask you about this greenfield development thing, I don't know what that is, greenfield? Thomas M. O'Brien: Greenfield really is a term of art [ph] for raw land that hasn't been built on yet, it's as simple as that.

Is that where you make an acquisition and you bulldoze everything, start all over? Thomas M. O'Brien: No, no. Think of it as the... Andrew J. Rebholz: Start with pasture. Thomas M. O'Brien: It might be a pasture, it's just an empty piece of land that has nothing on it. And we've owned 7 parcels since 2007. About half of them were owned by TA at the time of its spin out from Hospitality Properties Trust. And the others were owned by Petro, which is a company that we acquired in 2007.

How big are these parcels? Thomas M. O'Brien: They vary. But I would say on average, stretching a little bit into my memory, but on average, I would say they're 25 to 30 acres a piece.

They're all commercial? Thomas M. O'Brien: Yes.

Okay. And then so you're in, I guess, say a lease-back, is that right, on a lot of your properties? Thomas M. O'Brien: Our principal landlord is Hospitality Properties Trust. And most of our financing is in the form of leases. Many of which arose -- many of the properties that are leased arose under what we call the TA lease in the documents. And that was in place at a time of the spinoff in 2007. And the rest are, were called the Petro lease, and that was put in place when we acquired Petro in that same year.

So I guess they all have renewable options for a long period of time? Thomas M. O'Brien: They're -- they are long-term leases. The Petro lease has 2 renewal options. The TA lease has no stated renewal option in it. Its current lease end is in 2022.

Okay. And then I guess you have some properties though that you just own outright, is that right? Thomas M. O'Brien: Absolutely. Of all of the properties that we have purchased since the beginning of 2011, of which at the end of the quarter, there were 26, we bought 2 since, and 2 are under -- still under agreement. Those properties plus a handful of properties, I want to say 5, that we've always owned, belong to us in fee and there are no mortgages or financing on those properties at all.

And I guess they're worth a lot more than you're carrying them in the books for, is that right? Thomas M. O'Brien: Well, I wouldn't really comment on that. I have tried to put some information on our release about what they have generated in EBITDAR for the last 12 months, and if you look at our total results, you can back into look the average site generates, and you can compare that to what these new sites have generated for the last 12 months, and get a sense of what the potential may be there.

You answered my question on natural gas, and then I had 1 other one. And when you make a new acquisition, you buy up a franchisee, or buy somebody out, I know you spent a lot of money initially, so it's kind of hard to get a internal rate of return. Have you got any kind of projection beyond 10-year period time, what's your kind of return you're looking for? Thomas M. O'Brien: No Buzz, we don't predict the future...

No, just on those acquisitions, [indiscernible] maybe... Thomas M. O'Brien: If you go back to the answer that I just gave you about the average site versus the sites acquired in since 2011, I think you'll find what you're looking for there.

Just a note, in the order of making sure everyone has a chance to ask a question, we're going to move ahead to the next question.

And we have a follow-up from Bryan Maher with Craig-Hallum. Bryan A. Maher: A couple of quick things. The -- Can you walk through, and you did a little bit, the ramp-up of the EBITDA from the owned properties? And I think at the end of the second quarter it was roughly $8 million, and we all have our own projections as to what we think that they're going to grow to. And you said something about $19 million on a trailing 12-month base, would that be like-for-like? Thomas M. O'Brien: That includes the 26 properties that were purchased since January 1, 2011, and closed prior to the end of the third quarter of 2013. So -- and we've talked to about this before. It's not the same as "same site," which really only strips out every property that wasn't owned for the entirety of the periods being presented, but rather isolates our, if you will, acquisition programs since it began really in earnest, at the beginning of 2011. Those sites, on average, those 26 sites have been owned by TA for just over 12 months. But the period between the beginning of the third quarter and the -- going back, the end of their renovation or refurbishment, if you will, is only 7 months. Bryan A. Maher: Okay, and just to kind of get the number straight here, and to kind of follow-up on Buzz's question, you would answer that there were 5 that were always owned, plus the 26, plus the 2 that you acquired in the third quarter. That would get me to about 33, is that correct? Plus the 2 that you have under contract? Thomas M. O'Brien: Yes. Bryan A. Maher: So, that would get you to 35. And then if I could just ask, and you guys can do it or not, it would be great to get more data broken out separately on the owned sites versus the rest of the portfolio, just from a modeling standpoint, I think it might be more helpful, certainty to us and maybe to some investors. So, if you could take that into consideration, that would be awesome. Thomas M. O'Brien: Okay.

And we'll go to Jeff Geygan, Milwaukee Private.

As a follow-up on that statement, the 26 properties, can -- you cite in your release, $7.6 million revenue in excess of cost of goods. Can you give us the total revs generated, so we get a sense of gross margin on that? Thomas M. O'Brien: Sure. I'm looking at the last 12 months of total revenues at those sites -- well, including -- it's about $0.5 billion, in fuel, -- excuse me. Yes, I'm sorry, $0.5 billion in fuel and nonfuel revenue of about $100 million. Nonfuel gross margin is about $25 million.

All right, that's helpful. Shifting over to your joint venture with Royal Dutch, is there a language in that agreement that would stipulate a kill-point, at which you'd stop with the expansion, given that you've started with 5 and your goal was 200? Thomas M. O'Brien: There are milestones embedded in the agreement which if not met, gives under various conditions, us and/or depending on what the milestone is, and/or Shell the a -- how do I say it, a wind-down right, if you will, but plans today would have us be besting all of those milestones. Andrew J. Rebholz: And just to clarify one thing Jeff, we talked about the first 5, and you just mentioned the number 200, and it's really 100 sites. 200 lanes, because it's 2 lanes per site.

Oh yes, apologies, understood. With respect then to your new acquisitions and the number of service bays that you -- that I believe you have, it's generally 2 or 3 at a center. Are you following that model with your newly acquired and/or greenfields in the future where you'll include service bays as a service option with each facility? Thomas M. O'Brien: Generally speaking, Yes. Let me go back. We have 1000 service bays and about 250 locations. So it's a little over 4. The new service facility in Gary, Indiana, for example, is a 6 bay shop. Most of what we're seeing in terms of acquisitions, not all of it, but I would say more than half do not include a truck service facility. And so it's necessary to build that out. But yes, our offer, if you will, includes truck service and if it doesn't include service, it's the exception, and not the rule.

I appreciate it. And last question here, with regard to your $39 million in CapEx year-to-date for your facilities acquired between 2011 and '13, can you qualify how that $39 million was invested? Thomas M. O'Brien: I'm sorry, this is -- you're talking about the amount invested into the new properties? Yes, I would say that a big piece of that is the Shop business or, excuse me, the Truck Service business. The second biggest piece is very likely, with that collection, a replacement of diesel dispensers and gasoline dispensers. After that, it's really the sort of general remodeling, remerchandising. I'm sorry there's a -- when we add -- when we add a site, typically we're adding a quick service restaurant, that's not uncommon, and often, there's also work in the parking lot to be done.

We have no further questions in queue. Thomas M. O'Brien: Okay, with that, this is Tom O’Brien, I'd like to say thanks for everybody for participating, and we're looking forward to moving forward.

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