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

Good morning and thank you for joining us. We will begin today's 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 question 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 08, 2016 but forward-looking statements and their implications are not guaranteed to occur and 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 website www.sec.gov or by referring to the Investor Relations Section of TA's website, at www.ta-petro.com. Investors are cautioned not to place undue reliance upon any forward-looking statements. Just a reminder that the recording and retransmission of today's conference call is prohibited without the prior written consent of TA. And with that, I'll turn the call over to Tom. Thomas M. O’Brien: Thanks, Katie. Good morning everyone and thank you for joining our call. In the third quarter of 2016 we continued to execute our integration and ramp-up plans for our newly acquired standalone convenient stores and restaurant sites. We also continued to improve operations at our existing locations. These efforts produced consolidated third quarter 2016 results that included increases in fuel volume up 3.1%, fuel gross margin up 7.3%, non-fuel gross margin up 10.9%, net income up 11.7%, and adjusted EBITDA up 14.7% all versus the third quarter of 2015. These results were achieved in the face of continued pressure on volume from increased fuel efficiency and a more recent softness in freight volume both of which contributed to a 4.7% decline in same-site fuel volume. We successfully outpaced these headwinds in key operating areas. We managed fuel gross margin by balancing fuel pricing decisions with their impact on fuel sales volume and as a result we increased per gallon fuel gross margin on a consolidated basis to $0.194 or $110 million in total, an increase of 7.3% compared to last year. Positive change in fuel gross margin was achieved on a consolidated basis while same-site fuel gross margin experienced a modest decline of 0.7%. Gains in the same-site TravelCenters segment overwhelmed the per gallon margin decline in the same-site convenient store segment. As to non-fuel we grew non-fuel revenue by 10.7% and non-fuel gross margin by 10.9% year-over-year during the third quarter. At the same time site level operating expenses grew only 8% in the 2016 third quarter. SG&A growth quarter-over-quarter was 17% or $5 million, a reflection primarily of our acquisition activity over the past year and in part an increased focused on certain customer facing sales, marketing, and service programs. I believe the third quarter of 2016 is another indication that our non-fuel and expense strategies are continuing to move us in the right direction. As we discussed on prior calls the potential for increased contribution to operating results from the continued ramp up of our recent acquisitions is perhaps the most obvious of potential drivers of bottom-line growth in the near-term. In total since our acquisition program began in 2011 we’ve invested just under $800 million to purchase and improve TravelCenters standalone restaurants and TravelCenters convenient stores. These investments have produced site level gross margin in excess of site level operating expenses of $90 million for the 12 months ended September 30, 2016 which is 10.7 million or 13.4% over the amount generated during the 12 months ended June 30, 2016. I’ve been pleased by how things are coming together at are convenient stores segment representing 12% of our consolidated fuel volume and 16% of our consolidated non-fuel revenue in the 2016 third quarter compared to 6% and 9% respectively during the same periods last year. With only 77 of our 233 standalone convenient stores included in the same-site measures, I believe we’ll see additional contributions from the segment going forward and I am confident that we can realize the expected results from these sites as planned improvements in terms of both capital investments in operating and marketing programs are completed at these locations. Last week we made an announcement regarding our activities in the commercial tire space. We’ve expanded the number of tire brands and tiers that we can offer customers. We’ve also expanded the ways in which we may sell tires which we believe is not only one of the key to our existing plans to continue growth particularly in our RoadSquad onsite business but has opened up potential opportunities not previously available to us. Now a commercial tire dealer for many brands we have removed many of the previous constraints on the methods by which we may sell tires. While it is going to take a lot of work overtime to appropriately capitalize on some of these new opportunities, we have already assembled a plan and a leadership team to begin that process. I am about as excited for the long-term potential related to the opportunities this may create for TA as I have been about any other strategic undertaking here. With respect to agreed acquisitions, we continue to look but currently in but particularly in convenience stores, seller expectations of price remain high in our view. While this could obviously change quickly and less than -- does, we have plenty to do. Our agreed transactions totaled about $19 million, but we remain focused on ramp up and integration plans and I expect our efforts to drive internal growth opportunities will continue unabated. And with that I will turn the call over to Andy. Andrew J. Rebholz: Thank you Tom and good morning everybody. First I will address our consolidated results. We generated net income for the 2016 third quarter of $10.9 million or $0.28 per share. This compares favorably to a net income of $9.8 million or $0.26 per share in the third quarter of 2015. This 11.7% increase in net income generally was due to the increase in site level profitability at our recently acquired sites. We reported 2016 third quarter adjusted EBITDAR of $113.6 million, an increase of $14.5 million or 14.7% versus the 2015 third quarter. The increase in adjusted EBITDAR over the prior year can be traced to both increases in site level gross margin in excess of site level operating expenses on a same-site basis and for the non-fuel operating results of the sites we have acquired since the 2015 third quarter which grew more than increases in SG&A. For the 2016 third quarter versus the 2015 third quarter, fuel gross margin on a cents per gallon basis increased to $0.194 from $0.186. Fuel sales volume and non-fuel revenue increased 3.1% and 10.7% respectively, each largely as a result of recently acquired sites. Total fuel gross margin for the third quarter of 2016 increased by $7.5 million or 7.3% over the third quarter of 2015. Non-fuel gross margin for the 2016 third quarter increased by $27.5 million or 10.9% over the same quarter of the prior year. This increase reflects the increased level of non-fuel sales but also resulted from an improved non-fuel gross margin percentage in both of our operating segments on a same-site basis. Our same-site non-fuel gross margin percentage grew 1.8 percentage points to 55.6% for the 2016 third quarter. Our consolidated results show essentially flat non-fuel gross margin percentage that is a result of the growing portion of our total non-fuel sales derived from our standalone convenient stores which generally have a lower non-fuel gross margin percentage than our TravelCenter operations. Offset by the success in our pricing and marketing strategies. Our site level operating expenses this quarter increased by $18.4 million or 8% over the prior year quarter principally as a result of the sites acquired since the beginning of the 2015 third quarter. On a same-site basis, we reduced site level operating expenses by $1.8 million or 0.8%. Our selling, general, and administrative costs increased by $5.1 million compared to the 2015 third quarter. Principally as a result of increased personnel costs, which resulted from increased field management and corporate staffing required to support the growth of our business as well as planned increased spending on marketing and promotional activities. These activities in support of our newly acquired businesses and brands are largely staffed and while we continue to press opportunities and marketing we expect our investment if you will and increased SG&A to be more modest in the fourth quarter and next year than it has been in the prior four quarters or so. Assuming the acquisition markets stays as Tom previously described it. Our rent expense increased $6 million compared to the 2015 third quarter primarily due to the sale lease back transactions we completed with HPT in 2015 and 2016 under our transaction agreement as well as from sales to HPT since the beginning of the third quarter of 2015 of improvements to these sites. As of September 30, 2016 the run rate of minimum rent to HPT was $67.3 million per quarter. Our third quarter 2016 depreciation expense and interest expense run rates as of September 30th, were $22.7 million and $7.2 million respectively. And with limited acquisition activity this year to date our good run rates to consider for the 2016 fourth quarter. Our interest expense for the 2016 third quarter increased by approximately $2.2 million as compared to the 2015 third quarter principally as a result of our October 2015 issuance of $100 million of 8% unsecured senior notes. Also the lower level of new site development activity in the 2016 third quarter led to less interest being capitalized in that period versus the 2015 third quarter. Now I will turn to our results by segment. In the TravelCenters segment our site level gross margin in excess of site level operating expenses for the 2016 third quarter was $131.9 million, an increase of $10.5 million or 8.7% over the 2015 third quarter, resulting primarily from the positive impact of TA’s strategies for pricing, purchasing, and marketing initiative. But also due to a lesser extent to an increase in fuel gross margin resulting from our focus on managing fuel gross margin by balancing fuel pricing decisions with their impact on volume. Similar trends occurred at our same-site TravelCenters. In our convenient store segment our site level gross margin in excess of site level operating expenses for the 2016 third quarter was $12.2 million, which represented growth from the 2015 third quarter of 65% or $4.8 million attributable primarily to acquisitions we completed since the beginning of the third quarter of 2015. Our 77 same-site standalone convenient stores generated site level gross margin in excess of site level operating expenses of $5 million, a decrease from the 2015 third quarter all of which can be attributed entirely to the outsized fuel margins per gallon during the 2015 third quarter. Our success in non-fuel and in operating expense control overcame over half of the decline in fuel gross margin which appears have been felt industry wide. Our corporate and other site level gross margin in excess of site level operating expenses in the third quarter was $3.1 million, an increase of $2.6 million that principally is attributable to our acquisition of the Quaker Steak & Lube business in April of this year. All in all our third quarter results are showing the positive impact of our ramp up in integration activities. These activities combined with our internal growth initiatives in the truck service, store, and food service departments at our existing locations produced results that more than offset headwinds experienced during the quarter. And with that I’ll turn the call over to the operator for questions.

[Operator Instructions]. The first question comes from Ben Bienvenu of Stephens. Please go ahead.

Yes, thanks, good morning. Your fuel margin in the third quarter was quite strong I am curious if you could comment on how that trend of this fleet moved quarter-to-date and to 4Q and then sort of revisiting the question longer-term, I think what you guys are making some improvements structurally to your margin, longer-term are you still thinking about a move upward overtime on that line item? Thomas M. O’Brien: Ben, compared [ph] to your question I am always thinking about that whether or not it can be achieved and balanced with other factors, has a lot to do with the things that we don’t necessarily control. And I suspect you know that. But I think that -- I guess maybe I will answer your question this way, I don’t have the particular reasons to believe that the fuel gross margins are headed towards or likely to head towards where they were 10 years ago. That said, 10 years ago I am not sure I would have predicted they would be as healthy as they are today. And they will get -- we do attempt to balance volume and margin per gallon and manage that total dollar amount of gross margin. And within a certain band really indifferent to trading one for the other. I think that really our focus has always been offering a superior product and that product we believe in the TravelCenters space is the TravelCenters itself. So a combination of the fuel and non-fuel, the way that we think our fleet customers are focused is the combination of competitive fuel price, great service, and a broad array of services in truck repair and maintenance. And the other benefits that primarily in order to the driver of amenities and clean showers and all of that but which indirectly we think a lot of fleets agree with us that they benefit from those as well.

Okay, great and then the quarter-to-date sort of fuel margin and how is that trending relative to 3Q? Thomas M. O’Brien: I don’t see a trend that is much different from what we have experienced in 3Q. Although it is early days but probably I should remind everybody that last year fourth quarter we had this retroactive benefit from the legislation we got in the supplier diesel. That legislation was inactive in the fourth quarter of 2015, the benefit was about $7.5 million. When the legislation was inactive it applied to all of 2016 -- excuse me, to all of 2015, that was the catch up, and they also applied to all of 2016. And I guess what I am saying is there was a pop in the fourth quarter last year that we are not going to have this year.

Okay, that is helpful. And then I am curious, in the third quarter we have heard a number of operators talking about the impact based out to supply as a result of [indiscernible] pipeline disruption. I am curious, if you could comment on that and then we have seen another disruption in 4Q but it seems like the issues there have been resolved, but curious about your commentary on that and the fourth quarter? And then also Hurricane Matthew, have you seen any impact from that in the fourth quarter? Andrew J. Rebholz: On all of those the answer is the same, while I can't point to any of those events as positive, being that discernibly negative and I think that has a lot to do with the fact that we are -- there is so much diesel versus gasoline and we’re so diversified geographically particularly in the TravelCenters business and where we’re located/concentrated in the convenient store business where if you -- out of the largely outside of the regions that would have been affected most by those issues.

Okay, great, thanks.

[Operator Instructions]. The next question comes from Alvin Concepcion of Citi. Please go ahead.

Thanks for taking my question just a quick follow up on the fuel gross margin Thomas M. O’Brien: I am sorry, I don’t know if he dropped or I didn’t hear that question.

Hello Alvin? I am sorry we’re not able to hear him. We’ll move on to the next question. We have Bryan Maher from FBR. Please go ahead.

I guess fuel margins are a tab of your question. I promise not to ask a fuel margin question. I don’t want to get cut off. Hey Tom, I know that you guys over the past year too have been making a lot of improvement and some material improvement to a number of your TravelCenters specifically which you then sell to HBT and then there is a subsequent increase in rent. Can you walk us through what some of those bigger items are and what you think the payback period is on that? Thomas M. O’Brien: Sure, probably the three largest buckets of activity so far this year have been investments in energy saving projects so both refurbishment and replacement of HVAC systems, a lot of lighting projects which there is a lot of significant savings in all of those things. Our TravelCenters business has been around for about 40 years and I think the advances in technology in those areas in particular have really made investments worthwhile. I would say another big area in terms of the activity we’ve undertaken is that introduction of bio blending equipment which allows us to really buy bio better than we have in the past in the absence of blending equipment. Meaning in larger quantity that has a positive impact on logistics as well cutting down the number of stops for every delivery by avoiding a splash blending. And the third big category in there is some of the things that we’ve shown in the past in terms of transforming the four wheel customer face of the truck stop into something that looks like a retail location which I think four wheel customers will tend to find more familiar and therefore more inviting. So a better face to call up the gasoline customer is more inviting because it presents all that we have to offer to that particular customer. I think with regard to the payback, all of these they are all in different categories, the impact of bio is very clear, the bio blending is very clear. The impact of the HVAC and energies are very easy to measure. The retail facing stuff not as easy to measure but all in all I think we’re certainly not in excess of a four or five year payback on this stuff.

Okay, that’s helpful and by our calculation on the 798 million you invested so far if we were to assume six times multiple upon stabilization we get to about $133 million in I guess you are at 90 now, that would imply maybe another 43 million to go and I am not asking you to validate the fixed times but from here to stabilization assuming you weren’t to make any more material acquisitions, how many more quarters do we have to go till we -- you think we see that? Thomas M. O’Brien: I think that what we’ve said in the past is I am still very comfortable with it. One of the things that should jump right out at folks is particularly in the convenience store segment. We own 233 convenient stores and only 77 of them are in the same-site numbers. Well acquisitions have tailed off in recent quarters. We believe the first full year after owning a year which I guess is a tortured way of saying in the second year that’s when we target hitting stabilization. So you have got a fair amount of runway to go and I agree that there are a lot of assumptions and calculus you set out but nothing that you’ve said makes me want to climb down from anything.

Okay, well that’s good but that segway is well onto my last question, as we start to lap the material of these store acquisitions and they come into the same store sales, granted your existing same store non-fuel margins and particularly your TravelCenters non-fuel margins have been particularly impressive but as those stores come into the same store system wide should we expect the same store non-fuel margins to drop down from kind of 53-54 level and if so kind of to what magnitude? Thomas M. O’Brien: While I think the answer there is if you look at the same store convenient store segment we’re running in the low 30s with roughly what is that about a third of the convenient stores in that same store number. And the TravelCenters business is running in the mid 50s, and so I think it’s not crazy to assume that those sites, the community store sites that are not in same store will have about will have very similar metrics and I think and I am not doing the math for you but I think that those are all the variables that you need.

Thanks Tom. Thomas M. O’Brien: Thanks.

The next question comes from Ben Brownlow of Raymond James. Please go ahead.

Hey, good morning. You talked about the M&A integration in the press release from the contribution decelerate in flat way and it seemed to imply you are a little disappointed just in that sequential movement on the contribution, can you just talk about that kind of slowdown and just from an operational standpoint where have you exceeded your internal goals in kind of the key areas where you see the biggest opportunity? Thomas M. O’Brien: I am sorry you’re talking about the SG&A?

No, the M&A contribution. Thomas M. O’Brien: No, I don’t think it is -- I am not -- I didn’t mean to imply that I was disappointed by the pace. I think that maybe what you’re referring to is last quarter after the end of the second quarter we saw a increase in the sequential last 12 month contribution that was I am pretty sure it was about the same or maybe a little bit higher than the sequential increase we saw this quarter. But I think that adding in the third quarter of 2016 and losing the third quarter of 2015, when gas margins were pretty high, the convenient store business is almost entirely a retail business and that makes it more susceptible to the things that tend to impact retail fuel margins. Then maybe the TravelCenters segment which obviously has a lot of its business on -- lot of its sales are done on a retail basis. So for example if you look at the third quarter 2015 one of things that affects impacts retail margins is the change in absolute prices. And I think that or the direction if you will. Third quarter 2015 was a pretty steady decline and pretty material in terms of the per gallon price and we were talking on a wholesale basis gasoline over two bucks at the beginning of that quarter and under $1.50 at the end of that quarter. Whereas in the third quarter of 2016 we’re talking about even the range was smaller anywhere from below the $1.25 to $1.50 really beginning and ending that quarter at the same level. So, while there may be an apparent -- it maybe that those sequential numbers appear to be getting smaller, in fact they are I am not sure that’s a deceleration and I don’t believe that it has an impact in where we believe we can ultimately get to. I’ll tell you that the outsized margins in 2015 third quarter period, it’s not what we -- we don’t underwrite that outsized margins, so that doesn’t factor into our expectations and that’s perhaps why that answers a lot of those questions -- I have.

That’s helpful, thanks for the color. And I guess kind of going along that same line of prices going up at the Palm, how are you thinking, have you looked to 2017 on the demand outlook and if you could just help us get a little around that volume decline on a same store basis of 4.7%, how much of that it’s very difficult to quantify but just how much of that would you allocate towards pricing strategy, actually in some of the low margin fleet business versus just inline general decline in and freight volume? Thomas M. O’Brien: I think one of the best points that you can you look at is some of the government mandated goals for fuel efficiency and that is expected to be about what turns out to be about 3% a year. For the periods that they are talking about. And so while there maybe a little bit of noise, our 4.7 decline in fuel volume is probably about two thirds fuel efficiency and the rest softness. Maybe that enters a little bit different whether you are looking at gasoline or diesel because obviously the softness in the trucking business doesn’t necessarily translate into strength or weakness in the gasoline demand.

Okay and just one quick one, just at the top of the modeling, it may be buried in the release I didn’t see it but just you have total fuel volume by segment between the C stores and TravelCenters? Thomas M. O’Brien: Yes, that’s in the release. Do you want me to tell you what that is?

If you don’t mind I didn’t see it there? Thomas M. O’Brien: In the three months?

Yes. Thomas M. O’Brien: That’s in the Q, we can get you that. Right now you are going to have to just look at the same-site numbers. I don’t have it in front of me, I am sorry.

Thank you.

The next question is from Brian Hollenden of Sidoti. Please go ahead.

Good morning guys and thanks for taking my call. With the acquisition market for C stores less favorable any thoughts on buying back shares which you trade in that such a big discount to book value? Thomas M. O’Brien: Look, I guess the answer is that we always think about where to deploy capital and try to balance short-term and long-term goals. I will tell you that today we weren’t in active consideration of that.

Okay, thanks for taking my call. Thomas M. O’Brien: Okay, thanks Brian.

And the next question comes from Alvin Concepcion of Citi please go ahead.

Can you hear me this time? I am sorry about that. I wanted to ask about -- just follow up on the M&A question, what is your thoughts for M&A and what are you seeing out there in the price environment? Andrew J. Rebholz: I guess I’ve always had the view that when M&A opportunities arise that are likely to return more than your internal growth opportunities than you focus on them. And when they don’t you focus on internal growth, and there is some balancing along the way. But I’ll tell you that while I see -- we’re seeing a lot of things that are "potential" M&A but my sense is that the prices are still a little too high to put those in the category of at least the ones we have seen. To put them in the category of how do we say more important than the internal growth opportunities. I mean obviously we try to do both, I am trying to give you a sense for how we choose to do things on the margin. I think the internal growth stuff, some of which I didn’t even mention on this call, I hope the reserved parking and the growth while emergency service, nobody has asked about what I talked about in the tire space which I think impact costs. We’ve sort of kind of want to call it complain but I talked about new entrants into the truck stop channel tire distribution business. And this is what I talked about and the changes we’ve made in the tire business, that is in part a response to that and I think should return us to overtime to a pace of growth in that business that well let’s just say we wouldn’t have been able to achieve absent those moves. In longer-term opens up a host of opportunities as well. So, and while they may not be capital intent it does take time and focus and I think I am terribly concerned that I haven’t seen much in the acquisition space that appears compelling to me. We have a lot to do and a lot of opportunities to capitalize on.

And just a follow up since you brought up the tire business, how would you characterize the competitive environment today there and as well as your [indiscernible] site, I mean, have you seen any easing of things or is it pretty much the same? Thomas M. O’Brien: I’m sorry didn’t catch the last part.

Yes, just the competitive environment and if you have seen changes there and if you have seen an easing in that or still just a consensus it has been in the past I think you called it out in the past? Thomas M. O’Brien: Yeah, I would say I haven’t seen changes in the competitive environment but what I think our -- what my comments are intended to convey and maybe I should have thought of expressing in this way is although I haven’t seen our competitors change, my comments are indicative of the fact that we think we’ve changed. We think what we have done is provide opportunities for TA to sell tires as a commercial dealer which is different from selling tires in the truck stop channel. So if you are very simple example, if someone were to have walked into a TravelCenters telling us they have a fleet but they like to do their own work, they’d like to take 8 tires away, buy them and take them away. In the past we would not be able to sell those tires, in the past we were in effect the distribution arm of the various tire companies that we did business with. And today we’re a commercial dealer. So, it is early days and that change in the competitive environment is not yet shown up. We just made the announcement last April, it hasn’t really shown up in the numbers. And further is I think -- I know the approach to that business is sort of waiting for our would be competitors to back off, to step back but I think this is -- this adds the potential for us to put space between us and our competitors notwithstanding the fact that the change has come from us not from them.

Got it, thank you very much. Thomas M. O’Brien: Okay.

This concludes our question-and-answer session. I would like to turn the conference back over to Tom O'Brien for closing remarks. Thomas M. O’Brien: I just want to thank everybody for joining the call and for your questions and interest and we look forward to talking to you again after the year-end.

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