Good morning and welcome to the TravelCenters of America Third Quarter 2015 Financial Results Conference Call. All participants will be in listen-only mode. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to Katie Strohacker, Director of Investor Relations. Please go ahead.

Thank you. Good morning and thank you for joining us today. We’ll begin the call with remarks from Chief Executive Officer, Tom O’Brien; followed by remarks from TA’s Chief Financial Officer, Andy Rebholz, before opening up the call for questions from analysts. 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 9, 2015. But forward-looking statements and their implications are not guaranteed to occur and they may not occur. TA undertakes no obligation to revise or publicly release 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 that are available free of charge at the SEC's web site at www.sec.gov or by referring to the Investor Relations section of TA's web site at www.ta-petro.com. Investors are cautioned not to place undue reliance upon any forward-looking statements. The recording and retransmission, as a reminder, for today's conference call is prohibited without the prior written consent of TA. And with that, I will turn the call over to Tom. Tom O'Brien: Thank you very much, Katie. Good morning and thank you for joining our call. I am going to touch on four key things today. One, our same store and overall strong third quarter performance; two, the potential for incremental profits embedded in our recently acquired sites. Three, an update on the integration process; four, our recently acquired C-stores and five, an update on our growth strategy to-date and going forward. Let's start with number one, our third quarter performance; this quarter's results continue to reflect solid operating performance in our business. To begin, total fuel gross margin per gallon was $0.186. Fuel gross margin for the quarter was up 4.3% to $102.6 million, the third time in the past four quarters that measure has exceeded the $100 million, and the only quarter, if you exclude the heavier margin periods that occurred in late 2014 and early 2015. Last quarter, I pointed to the 2013 third quarter levels as a good proxy to the 2015 third quarter cents per gallon levels. I believe 2013 fourth quarter levels, which were $0.169 per gallon continue to be a better guide for the 2015 fourth quarter than the fourth quarter 2014, which were closer to $0.28 a gallon. The third quarter 2015 diesel margins were lower by $0.02 a gallon versus quarter three in 2014, but stronger gasoline margins helped overall fuel margin per gallon decline by only about $0.05 per gallon in the 2015 third quarter. Gasoline in the third quarter 2015 comprised about 20% of our total fuel volume. Next, we sold more fuel. We increased same store fuel volume by 2.1%, a third consecutive quarter of flat to increasing volumes year-over-year, despite efficiency headwinds present in the trucking industry, and our sites acquired during the past year contributed another 38 million gallons for the overall fuel sales volume increased of 7.1%. Also, we grew our non-fuel business. Our same store, non-fuel sales increased 5% year-over-year and in combination with sales at sites acquired in the past year, our overall non-fuel sales increased over 10% to nearly $475 million. This amount is also a record for TA. Finally, we grew non-fuel margins and controlled expenses. Same store non-fuel gross margin dollars increased 6.3%, while same store site level operating expenses grew at 4.3%, more than offsetting the decline in same store fuel gross margin. In sum, we were able to overcome a tough diesel margin environment compared to the third quarter last year, by a combination of every one of the basic tools available; fuel volume growth, non-fuel revenue growth, and expense control. Now, to number two, our recent acquisitions and the potential for incremental profits; while same site and overall operating results were particularly strong, our new site integration represents our single largest identified source of future profit increase potential. I had mentioned on many prior calls, that we think we acquired TravelCenters at mid-single digit EBITDA multiples and convenience stores at six to eight times EBITDA multiples. With a completed investment and renovation costs, since our acquisition program began in 2011 of $641 million as of the end of the third quarter, split roughly evenly between truckstops and C-stores, and assuming a middle of the road EBITDA multiple of six times, implies an amount about $34 million higher than the $73 million we generated from those sites in the 12 months ended September 2015. For those of you modeling along with my comments, that figure would be net of incremental SG&A caused by our platform expansion to accommodate our substantial growth, and again, assuming that multiple and no significant changes in the fuel and other markets that our operations rely upon, it should be baked into our run-rate for the 2017 calendar year. Of course, getting to the ramp-up period and overcoming related acquisition expenses is the highest priority around here. Which brings us to number three, an update on our ramp-up and integration activities; operations are being transitioned and our branding plans are underway. We have taken over 153 locations during the year, including over 100 in the latter part of the third quarter. Despite the high level of activity during that quarter, we were successful in limiting certain SG&A costs, which grew year-over-year largely as expected, but decreased sequentially from the second quarter. Of the 181 C-stores purchased from December 2013 to the end of the third quarter 2015, we have only 14 yet to have their gasoline branding completed, and we have completed the Minit Mart branding process at nearly half. The rebranding process is expected to be fully completed to these sites during the first half of 2016. The addition of restaurants in selected sites is expected to take a bit longer, but will be completed in 2016. Perhaps, number four, our approach to growth, both recently and going forward is the most important item I'd like to talk about today. I will reiterate that our TravelCenter business is our core business, and I expect that will continue to be so for the foreseeable future. I believe in continuation of our TravelCenter acquisitions, but I also expect that based on what we currently see in the pipeline, that activity may not be high in the next year or so. That said, as acquisition opportunities began to wane late last year in the TravelCenter space, we adapted our approach to growth activities. Currently, our growth approach includes three key elements; first, ground-up development of a limited number of new travel centers, mostly on land we have owned for a number of years. We have entered in an agreement to sell to HPT upon their completion, the five ground-up properties we currently have in various stages of development. In other words, these sites will be added to our nation-wide network for very little net investment. We currently expect three of those travel centers to open in the first half of 2016, and two to open in the second half of 2016 or early in 2017. Second, we set in motion our strategy in the convenience store space, a space which we think includes a large number of acquisition candidates that offer the potential for attractive returns, and which have become available as part of the wave of consolidation in that industry. We moved aggressively in the current year for a number of reasons. One, we have been in something like the convenience store business for a long time as part of our truck stop business. While we have acquired 150 standalone C-stores in 2015, the total number of C-stores that we operate, including those at truck stops, is more than twice that amount. Two, the C-store fuel business complements our existing fuel business. C-stores principally sell gasoline to consumers and truck stops principally sell diesel to businesses. Although these are both fuel, the markets are different and distinct in many ways and balancing these two products a bit more may tend to reduce our longer term reliance on markets and structures that can be vague and include cyclical industries. Our gasoline sales volume, as a percentage of our total fuel sales volume is currently nearly double the percentage that gasoline comprise in 2012, the year before we made our first acquisition in the C-store space. As I mentioned earlier, this rebalancing strategy to grow gasoline has already borne fruit, as strong gasoline margins in the third quarter of 2015 helped offset relatively weaker diesel margins in that quarter, and offset enhanced by our growth of gasoline gallons. The third, our growth strategies are not limited to unit growth. We continue to assess and act upon the best opportunities internally, notwithstanding the high level of other activities, and our competitive advantages in the TravelCenter space remain front and center of our focus. This focus has allowed us to continue capitalizing on many of the opportunities we have told you about in the past; two key examples are reserved parking and our mobile maintenance business, which combined, generated over $8 million in non-fuel revenue in the last 12 months. Looking ahead, I believe TA has positioned itself to grow in a multitude of potential future circumstances. If there are acquisition opportunities with pricing and return scenarios that are similar to what we have been seeing in the truck stop convenience store or even the restaurant space, we will allocate a relatively larger share of our financial and human capital towards these opportunities. I believe adding unit count will enhance the futures of certain internal programs, but if acquisition opportunities become scarce or unavailable at a reasonable price, we will allocate a larger portion of our resources to internal growth avenues with attractive returns, which I believe are plentiful. And with that, I will turn the call over to Andy.

Thanks Tom and good morning everybody. I'd like to make some more detailed comments about our financial results for the 2015 third quarter, and then point you to a couple of items that may be useful to you. We reported adjusted EBITDAR of $99.1 million for the 2015 third quarter, an increase of $1.9 million or 1.9% versus the EBITDAR for the 2014 third quarter. The increase in adjusted EBITDAR over the prior year, is due primarily to the increases in gross margin in excess of site level operating expenses, at both same sites, which were up about $3 million and sites acquired since the beginning of the 2014 third quarter, which increased about $4 million. This improvement was despite a roughly half cent decline in fuel gross margin per gallon. The increase in site level results was partially offset by the increases in our selling, general and administrative expenses, that primarily are associated with supporting the growth in our business, especially with respect to our convenience stores. We reported net income of $9.8 million for the 2015 third quarter, a decrease of $3 million versus the net income for the 2014 third quarter. The decline in net income, primarily is due to the increases in the cost of acquiring and owning our newly acquired sites, including acquisition expenses. Outstripping the increase in adjusted EBITDAR, which we believe, as Tom said, is still ramping up. Overall, we benefited from a $4.2 million increase in contribution from fuel gross margins. Though fuel gross margin per gallon for the 2015 third quarter decreased to $0.186 per gallon compared to $0.192 for the 2014 third quarter, primarily due to a more favorable purchasing environment in 2014 than we had in 2015. We believe our positive same site fuel sales volume results indicate that in the third quarter 2015, we grew our fuel business, despite the effect of fuel conservation, due in part to the success of our marketing and capital investment programs. Our non-fuel revenue on a same site basis during the 2015 third quarter, increased by $20.8 million or 4.9% versus the 2014 third quarter. The increase in same site non-fuel sales reflects the significant continued improvement in the results at those sites we acquired between 2011 and the third quarter of 2014, as well as the impact from our marketing initiatives overall. Our non-fuel gross margin on a same site basis grew 6.3% versus the 2014 third quarter. On that same basis, as a percentage of non-fuel sales, non-fuel gross margin increased by 70 basis points to 54.5% for the 2015 third quarter, primarily due to changes in our sales mix. Our site level operating expenses, on a same site basis, increased by $8.9 million or 4.3% versus the 2014 third quarter. This increase reflects the higher volume of sales in the 2015 quarter, but also our operating expense control discipline. Net, the increase in non-fuel gross margin in excess of site level operating expenses, more than offset the decline in fuel gross margin on a same site basis. Importantly, operating expenses represented 48.4% of non-fuel revenues, which is an improvement compared to the prior year on a same site basis. It is worth noting, that on an overall basis, site level operating expenses grew 9.7% year-over-year for the third quarter, while our non-fuel gross margin grew 9.6% during the quarter. Normally, we expect to see leverage share. However, we expect that the non-fuel margin will grow faster than operating expenses at our recently acquired sites, as they continue to ramp up. The operating expenses run at elevated levels, i.e., including integration costs at these new sites, very soon after acquisition. But, the fuel and non-fuel sales are achieved over time, as we complete renovations and stabilize operations at these sites. Our selling, general and administrative costs of $29.8 million for the 2015 third quarter were $2.8 million or 10.5% higher than in the 2014 third quarter. This increase is primarily attributable to costs incurred in accommodating our recent, current and future planned unit and internal growth, such as additional staffing at our corporate support departments, an increased spending for variable expenses such as software and advertising costs. Our rent expense increased primarily due to the lease amendments and sale leaseback transactions that occurred during June and September 2015, and the increased rent as a result of improvements to sites we leased from HPT that we sold to HPT from the 2014 third quarter to the 2015 third quarter. As of September 30, 2015, TA leased a total of 193 properties from HPT for total annual minimum rent payments of $251.8 million or $63 million per quarter. Although the amounts reflected as rent expenses in our income statement, differ from the amounts we pay, for a number of reasons that we explain in our press release and our SEC filings. Our interest expense increased primarily due to the interest related to the $120 million of senior notes we issued in December 2014. Partially offset by a decrease in rental amounts classified as interest, that resulted from our June 2015 lease amendments with HPT. At September 30, 2015, we had $228.6 million in cash. Thus far in the fourth quarter, we have purchased eight convenience stores for an aggregate of $23 million, and we currently have agreements to acquire an additional 36 convenience stores, for an aggregate of $60.5 million over the next few months. On October 5, we issued $100 million principal amount of new 8% unsecured senior notes, which generated net proceeds of approximately $96 million. Looking ahead, as Tom pointed out with regard to fourth quarter 2015, we think gross margins on fuel will not approach fourth quarter 2014 amounts, and we believe per gallon fuel margin in the fourth quarter of 2013 is a better guide. However, as you know, fuel margins can be sensitive to competitive and market factors, and may be materially better or worse than these amounts. Regarding TA's selling, general and administrative expenses, as Tom alluded to earlier, the growth in SG&A expense likely will continue to outpace inflation in the fourth quarter of 2015 and into 2016, as a result of the continued growth in our business. Of course, our goal is to offset these increases with growth in gross margin in excess of site level operating expenses, particularly that, generated from our more recently acquired locations. Regarding rent expense, the amendments to our leases with HPT and the purchased sale and leaseback transactions we completed with HPT in June and September of this year, have had a significant effect on our rent. Given all these changes, our current quarterly run rate for rent expense is $61.4 million. This amount is for all real estate leases, and not only the leases with HPT. Further, this amount will increase from time-to-time in the future, such as when we sell to HPT, improvements to lease sites, or when we sell to HPT and leaseback each of the five development properties at the completion of its construction; or for other reasons, including possible additional sale leaseback transactions. Also, in 2016, the calculation of percentage rent due to HPT will recommence under our recently amended leases with HPT. Regarding interest expense, given the new series of senior notes and the change in rent paid to HPT that is classified as interest expense, our current quarterly run rate for interest expense is approximately $7.6 million. And with that, I will turn it over to the operator for questions.

[Operator Instructions]. Our first question comes from Alvin Concepcion of Citigroup.

Hi, good morning, thanks for taking my question. Tom O'Brien: Hi Alvin.

Hi. I just wanted to ask about fuel gross margins, I am wondering if you could talk about trends in October relative to what you saw in the third quarter, and if you have one, if you could break out what kind of fuel gross margin increase you saw in diesel versus gasoline in the quarter versus last year as well? Tom O'Brien: Sure. For the third quarter of 2015 diesel margins were about -- right on top of the third quarter of 2014. The gas margins were quite a bit higher -- I am sorry. Q3 2015 diesel margins were about $0.02 lower, and that's what I said in my comments. Gas margins were almost a nickel higher per gallon. Importantly, of the 550 million total gallons sold in the third quarter, about 110 million of that was gasoline. That's about 20% of the total. Whereas that quarter in 2014, the gas margins were only about 89 million gallons, 90 million gallons, that's about 17% of that 514 million gallon total. What we are seeing so far in the fourth quarter, while I can't get real specific, I do think that -- one of the things that has come out in both my comments and Andy's comments is, the fourth quarter last year was just a blow-out, both gasoline and diesel combined to almost $0.28 a gallon. And I think what we are seeing very clearly, is that is not going to happen. Not that I think your numbers are that high, but the better guide is the fourth quarter of 2013, where the margins were $0.169 a gallon, and that's more consistent with what we have seen so far in the fourth quarter.

Great. Thanks for that color. And then when I look at the profitability of the sites that you have acquired since 2011, looks like it's on a year-over-year basis. Its growing at a faster pace this quarter versus last quarter, I am wondering if you are expecting that rate of growth to continue to pick up as a larger tranche of those new sites gets closer to that [indiscernible]? Tom O'Brien: Yeah. I do expect it to pick-up. I mean, we are heading into a fourth quarter here versus the -- do you want to call it the summer driving season? And so, hedge a little bit with that comment. But the sites that we have acquired in 2015, as of the end of September, I want to say that the average time in our -- on an average basis, those sites have been in our hands for less than a month. So yes, we are expecting contributions to ramp up faster, and as I said, takes about a year, and with -- actually probably about a third of the sites that we acquired in the third quarter, acquired in the last couple of days in the third quarter. So you'd expect that the -- we'd be 'fully ramped' by the fourth quarter of next quarter. I think my comments talked about 2017, just to hedge a little bit and give ourselves a little breathing room.

Got it. And last one for me, non-fuel revenue on a same site basis continued to grow, margins improved as well related to mix being favorable. But wondering what sort of general trends you'd see in consumer preference and which categories you are seeing the most strength in? Tom O'Brien: We have got -- depending on how you count three or four main categories of the restaurant business, the full service and the quick service, the truck service business and the store business. And I would say, in order of strength of the -- the truck service business is actually the weakest on a revenue basis, in large part, because of our tire business, which is a pretty big part of the truck service business, has been beset, if you will, by some new competition. And what we are doing about that is, moving into new spaces like mobile maintenance and some of the other things I have talked about. Second would be the full service restaurant business, and I think that our issue there is -- not that is doing poorly on an EBITDA basis, but our issue with full service revenue is -- I think that we can do a better job of marketing. I think we have the greatest, the best to full service restaurant brands in the truck stop space. We have no issues being recognized as number one and number two by truck drivers. But my belief is there are some consumers out there, who may not understand, that it is even a restaurant, and we have got some plans in place to get that moving in the right direction again. Number three would be our quick service restaurants, we used to call them fast food. I think we execute very well. I think that in most cases, the brands that we have are very strong brands, particularly recently, and generally speaking, we outperform the brand averages in our sites. Number four, and this being the fastest growth is the store business; and I think that our store business at the truck stops is actually being enhanced by the things that we have bolted on in the standalone, sort of the C-store space. And that comes from not just things like better pricing and logistics/distribution, but also having some success with some private label offerings, particularly our coffee offering, which is really ramped up in terms of preference among truck drivers, but also has enhanced revenues generally, and that's a private label brand that is really starting to get off the ground, after having been introduced, I want to say about 12 or 18 months ago. So that's how that all lays out.

Okay. Thank you for the great color. Tom O'Brien: Thanks Alvin.

[Operator Instructions]. Our next question comes from Ben Bienvenu of Stephens. Please go ahead.

Yeah thanks. Good morning. Tom O'Brien: Hi Ben.

So you alluded to some of the integration expenses associated with the acquisitions. Can you quantify what we saw in the quarter, like you did in the second quarter, that was helpful color in terms of getting essentially the run rate around elevated near term expenses? Tom O'Brien: Yeah. We can tell you that those costs that we classify internally as --

Integration costs. Tom O'Brien: Integration or startup costs, which include training and things like that. Those add up to about $1 million in the quarter, maybe a little bit less than that. But you are going to see -- I am not sure that's a helpful guide, because of the level of activity during the third quarter. I mean, it tells you something, but it's not as useful as perhaps it has been in the past, just because in the third quarter, we took on over 100 sites, some of them very-very late in the third quarter. And so, when you acquire a site, you have got all the expenses in that at elevated level, and then branding and things kick in. I know that's a pretty bad answer to the question you were trying to get to. I think, sort of going back to -- if you will, a couple of basic things; one, remember that we have talked about -- I have talked about our C-stores acquisitions in the third quarter, being in our hands. I want to say, it is about a month on average. And maybe another helpful guidepost for you is, for the sites that the -- the C-sore sites that we have acquired; on average, every property that we have added, added about 1.25 million gallons, that's a combination of our expectations and the historicals that we are looking at prior to acquisition. Though each store, about 1.25 million gallons of gas, and depending on where it is and the mix and all that, somewhere between 1.25 million and $1.5 million of non-fuel revenues on average. I think with those two numbers, you are going to get what you are looking for.

Okay. That's helpful. Thanks. Tom O'Brien: By the way, that's an annual number.

Right. Tom O'Brien: Okay.

Thanks. And then just secondly, around the acquisitions, it seems like your -- a little bit with some? Can you hear me? Tom O'Brien: You cut out. Can you repeat the question?

Sure, sure. So as you have made more of these [indiscernible] through acquisitions, it appears that your geographic focus has broadened a bit. How should we think about maybe the balance around the geographies that you might pursue for future acquisitions or other balance, across the greater 50 [ph] U.S. states? Tom O'Brien: Well yes and no. There is always a good next step, and its not an accident that we started very close to our home base, which basically the Midwest states and a couple of states that border the Midwest depending on your definition of what that is, what the Midwest is. That said, I do believe that, our presence in the truck stop business and basically nationwide, gives us -- I don't know if you want to call it a toehold or what have you, an ability to look at convenience stores on a standalone basis, almost anywhere in the United States. And so, it’s a balance. But I think that there are differences between growth prospects in different regions of the United States, generally, economically. There are differences in regions based upon who supplies in that -- I am talking about fuel now, who supplies fuel in that particular market or a region. And so, my sense is that the -- operationally, its better for the increments to be next to where we already have C-stores, but economically and -- we are not avoiding any particular area at all, because I think we are in those markets already. In fact, we are in the C-store business/gasoline business already in most of the states in the U.S.

Okay thanks. Best of luck. Tom O'Brien: Thanks Ben.

Our next question comes from Brian Hollenden of Sidoti. Please go ahead.

Good morning guys, and thanks for taking my call. Tom O'Brien: Hi Brian.

Do you anticipate C-store pace accelerating or decelerating as you look out to 2016 and beyond? Tom O'Brien: Well there is a number of folks, particularly in the accounting department, who hope it doesn't accelerate over what we did in the third quarter of 2015. I believe that was unusual. For a company our size to have taken on -- let's put it this way; for a company that has the number of locations that we had at the beginning of this year, to have taken on 153 locations prior to the end of the third quarter, that's a pretty big bite. And I think you see some of that -- these last couple of quarters have been a little bit noisy for us. That said, we do tend to be -- maybe I do tend to be opportunistic. The thing about acquisitions is that, its difficult to pick your spots -- meaning, its difficult to set your own tables. To a certain extent, you have got to recognize that the opportunities arise at any time. You do have to time a discipline, so that you balance jumping on those opportunities, with making sure that your core house continues to move forward. That's a little color. Maybe the quick answer to your question is that, I think feels like the third quarter of 2015 was very aggressive, and likely -- well certainly the fourth quarter so far is not shaping up to be anywhere near that level of activity. And based on what we see in the pipeline today, I don't expect to reach that level of activity in the first -- I don't see that level of activity going forward in 2016, based on what we see in the pipeline.

Thank you. That's helpful. And then if I could ask a further follow-up, what's the primary driver of non-fuel gross margin growth in same sites? Tom O'Brien: Store? The store business.

Thank you. Tom O'Brien: Thanks Brian.

And this concludes our question-and-answer session. I would now like to turn the conference back over to Tom O'Brien for any closing remarks. Tom O'Brien: I just would like to say, thanks for joining our call today. I am looking forward to talking to you in our next call.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.