Good morning and welcome to the TravelCenters of America First Quarter 2017 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'll 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 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, May 9, 2017, 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, 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 of today's conference call is prohibited without the prior written consent of TA, just a reminder. And with that, I'll turn the call over to Tom. Thomas M. O'Brien: Thank you, Katie. By now, most of you have seen our first quarter report. Reflected in the reported results are a number of factors about which I'd like to add a little color today. I'll address directly the impact of the current litigation with FleetCor/Comdata and the one-time non-cash write-offs related to our cost-savings initiatives in a moment. But first, I want to talk about the results of our operations, call out the impact of those items so you can get a handle on what's being presented. One measure I've talked about in the past is total gross margin in excess of operating expenses. That measure declined from the prior year first quarter by $7.1 million or 6.7% to $99.1 million, and almost all or $6.1 million of that decline was due to a decline in fuel gross margin. Nonfuel gross margin was up $11.1 million or 4.5%. The total site level operating expenses were $11.9 million higher in the 2017 first quarter versus 2016, all of that due to a combination of sites that we acquired since January 2016 and a $1.8 million increase in transaction fees withheld by FleetCor/Comdata for the month of February and March. On a same site basis, site level operating expenses declined slightly from the prior year quarter, excluding those fees. Focusing on the fuel gross margin decline, a combination of a 5% dip in volume, or 6.6% on a same site basis; and a $0.004 dip in margin per gallon, which was $0.003 on a same site basis; that affected our results in the first quarter. Demand was soft in the first part of the year. We took a disciplined approach with what the market handed us, and while the numbers don't look very good for the quarter, by March our fuel volume was less than half of 1%, under March of 2016 but marked improvement over January and February. And an early look at April and May shows only a modest decline in volume, while fuel margins on a per gallon basis are about the same as they were in those same months in 2016. There are at least two highlights that shouldn't be missed. Nonfuel revenue increased by just under 4% during the quarter and nonfuel margin increased by 4.5%. Each of these was achieved despite the 5% dip in fuel volume. Unfortunately, the unfavorable market conditions of the first quarter 2017 eroded the positives that we achieved from ramp-up and from other growth initiatives. While it's not our goal to produce results which are not as bad as they could have been, I do believe that our increased diversity of fuel revenues from both diesel fuel and gasoline, our efforts to expand the business, the business to consumer portion of our Company, and our focus on same site consolidated nonfuel revenue which totaled about $33 per fueling transaction, that increase of 3.5% in the first quarter 2017 versus the first quarter 2016, all those things did help us as did the fact that many of our locations are still in the ramp-up period that follows their acquisition and positioning. Now let me address two other matters that had an impact during the first quarter which I referred to a moment ago. First, with regard to the FleetCor/Comdata litigation, the largest part of the $9.8 million increase in SG&A is the $6.4 million impact of legal and other costs related to the litigation with FleetCor/Comdata. Of course I don't expect this litigation will go on forever, but I think it is fair for me to tell you that I believe a high level of litigation costs will continue through at least the second quarter of 2017. Because this litigation has had an impact on our earnings, our lawyers have given me the latitude to provide a brief non-lawyer description of it. If you want more information, you can review the court records in Delaware. I really won't be able to answer questions about this litigation, except to repeat what I'm about to say. The defendants in this litigation are Comdata and its public parent company FleetCor. The defendants are in the business of issuing fuel cards, which operate like credit cards in the trucking industry. Truck drivers use fuel cards to purchase diesel fuel and other goods and services at our locations. Trucking companies can also use data collected by the fuel cards to keep track of their drivers' activities. We have a long standing agreement under which Comdata processes payments by truckers at TA locations. Comdata withholds a transaction fee from the amounts collected from the trucking companies before a net payment is sent to TA. The processing agreement between TA and Comdata has a set fee schedule in a term that runs through early 2022. Last fall, the defendants declared that TA had breached its obligations and said they would stop processing payments for TA unless we agree to pay higher fees. TA does not believe it breached any obligations and we sued to prevent cancellation of the processing agreement. During the pendency of this litigation, the defendants have continued to process payments for TA, but starting in February of this year they unilaterally raised the fees they withhold from payments due to TA. These disputed fees amounted to $1.8 million for the month of February and March 2017 combined, and these charges are included in our site level operating expenses under GAAP. We estimate that these disputed charges will continue to run about $1 million a month until this case is decided. One reason we incurred about $6.4 million of litigation costs in the first quarter is that we asked for and were granted a speedy trial. A lot of discovery and legal work was condensed into the first three months of this year. The trial was held in April at the Delaware Chancery Court and now our lawyers are preparing post-trial briefs and getting ready for final legal arguments that we expect will be completed in June. Thereafter, we are hopeful that we will have a decision from the court before we announce our second quarter financial results. If we win this case, the defendants will have to refund all of the excess fees that they have been charging us. Also, under the contract language and the legal theories being argued, we are seeking to recover our legal fees and penalty damages equal to 3x the excess fees we have paid. As I said in our last earnings call, we believe we are going to win this case, but that doesn't mean we are going to win or that we will win on all aspects that we have pleaded. Litigation is expensive and distracting, and outcomes can be unpredictable. Also, although I hope the expense of this litigation will end or be materially reduced after the second quarter of 2017, there is always a possibility of appeals and continuation of some legal expense. The second significant expense increase that I deferred discussing a moment ago is in our depreciation line. The $11.3 million increase in large part stems from two decisions we made during the quarter; one, to partially terminate a technology project that had been in the works for several years; and another to scale back our use of billboard advertising. We incurred non-cash write-offs of $5.2 million related to those decisions. Looking forward, I'm hopeful that the market will continue the gradual improvement we saw late in the first quarter and into the early part of the second quarter. Regarding the FleetCor/Comdata litigation, subject to all the caveats we've stated previously, I continue to believe we will win and that these added fees and litigation costs will come to an end in the short-term. Of course, we're not just waiting around until the chips have fallen where they may on these two fronts to begin to think about what can be done to overcome the negatives that would be associated with an adverse turn in market conditions or with the possibility that we lose the litigation. As described in our press release, we have focused on certain cost-savings measures that we expect may produce as much as $12 million of positive impact on an annual basis. Some of these benefits are expected to begin to show up in the second half of 2017. For example, these measures include plan to significantly reduce our historical reliance on the billboard advertising, because we believe our customers have come to increasingly rely upon highway department or DOT signage and may be more effectively attracted to our sites with other forms of marketing and advertising. We also expect to increase the bulk purchasing of biofuel for example and manage down overhead. I think all of this can be done without interrupting progress on key areas of newer store ramp-up, our Commercial Tire initiative, our growing mobile maintenance initiative and other plans we have for growth. That said, and before I turn the call over to Andy and then take questions, I'd like to update you on these growth initiatives. First, our Commercial Truck Tire business; our tire unit sales during the first quarter of 2017 were over 6% above the first quarter 2016, and in April we have hit the 13% growth mark for the first time I believe ever. This is a significant first step in the turnaround of a business which has been plagued by unit sales declines for several years prior. Second, over the past several months we have continued developing a growing market acceptance of our mobile maintenance business, called OnSITE. We have grown OnSITE from 32 trucks at this time last year to 105 trucks today, and we're now regularly providing mobile truck repair service from over 70% of our sites, up from 28% at this time last year. We believe this new business for us will continue to increase in importance and significance over time. Third, with regard to the disclosures we make about our acquired and developed site since our acquisition program began, while as I've discussed today market conditions in the first quarter were not kind, we did manage a modest $2.5 million sequential improvement in contribution from acquired and developed sites for the 12-month period ended March 2017 versus the 12 months in 2016. Some of you have asked us to provide you with some idea of the elements that would be necessary such that our investments in our newer truck stops would be in the range of 4x to 6x their contribution and our investments in convenience stores would be in the range of 6x to 8x their contribution. On the truck stop side, there's a gap of only about $5 million of improvement to get us into that range, and a little less than $18 million of improvement will get us to the midpoint. On the convenience stores side, there's a gap of just under $20 million of improvement to get us into that range, while about $27 million of improvement will get us to the midpoint. I have been and continue to be a believer in the achievability of ramped up results for our acquired and developed sites and nothing in the first quarter of 2017 has caused me to waver in that belief. Of course there are many pieces that make up the basis for this belief and I'll try to give you something which may be useful to you as you evaluate it. For the Travel Centers Segment, our investment in truck stops purchased in 2011 to 2013 is 5.2x their contribution for the 12 months ended March 2017, actually slightly elevated from the 5.1x achieved for 2016 due to the tough Q1 2017 market conditions. In other words, the substantial majority of the gap comes from 10 sites which were acquired or developed during the three-year period that ended March 31, 2017. Three of these 10 were newly developed and on average have been open for only a year. Two were completed in 2015, two were completed only in the third quarter of 2016, and the completion of the improvements of the remaining three is expected during the next year. The improvement required to get into the range is almost a negligible amount. A modest increase of about 12% in fuel volume and nonfuel revenue, even if expense ratios are managed only to system averages, is what is needed to hit the midpoint. For the Convenience Stores Segment, generally speaking and all other things being equal including the market, about an 8% increase in fuel margin and an 8% increase in nonfuel sales would put us inside the range, and about double that to achieve the midpoint of that range, each with related ratio management. Considering the fact that 139 of these sites have been rebranded from a gasoline standpoint in the last 18 months, and 106 of them had not yet begun to participate in the gasoline loyalty programs as of January 1st this year, as well as the improvements made totaling $63 million in 2016 and 2017, these increases appear modest to me. The last quarter, I told you we expect to spend less on growth capital in 2017 than the $174 million we spent in 2016. Our capital expenditures in the first quarter 2017 totaled $30 million compared to $56.5 million in the first quarter of last year. My expectation is that our capital expenditures in the remaining quarters of 2017 will average fairly close to the amount spent in the first quarter. In sum, the negatives in the first quarter report include really two things; the tough sledding in the market in Q1, which I might add has been experienced by many in the convenience store space; and of course the litigation related costs that I've talked about. The positives include; continued ramp-up of new site; the recovery that we seem to be feeling here in April; our cost-savings initiatives; and our new business growth, in particular both Commercial Tires and OnSITE, each of which has fairly modest capital needs going forward. In other words, I believe the negatives may be short-lived while the positives are longer-term. And with that, I'll turn the call over to Andy Rebholz, our Chief Financial Officer. Andrew J. Rebholz: Thank you, Tom, and good morning everybody. You'll first turn to our consolidated results. For the 2017 first quarter versus the 2016 first quarter, fuel gross margin decreased $6.1 million to $85.6 million, primarily as a result of the impact of lower demand in the first quarter of 2017, reactive pricing strategies of our competition and our response to these strategies. Fuel gross margin on a cents per gallon basis was $0.166 compared to $0.17. The 5% decrease in fuel sales volume for the first quarter was attributable to market factors during the 2017 first quarter, including soft demand for fuel that was due in part to tepid consumer demand and in part to a relatively soft trucking freight environment, as well as continued fuel efficiency gains by TA's commercial diesel fuel customers. Nonfuel revenues increased 3.5% from the 2016 first quarter. Sites acquired since the beginning of the 2016 first quarter generated an incremental $18.9 million of nonfuel revenues to overcome a $3.5 million or 0.8% decrease at same sites that primarily resulted from two factors; first, the temporary closure of several restaurants during the renovations; and second, lower selling prices for tires through TA's new Commercial Tire initiative, under which TA generally has lower prices for tires. As the tire unit sales volume, which increased 6.1% for the quarter, continues to ramp up, we expect both revenue and gross margin to exceed the prior year amounts despite lower unit selling prices for tires. Total gross margin for the first quarter of 2017 increased by $4.8 million or 1.4% from the first quarter of 2016, due to an $11.1 million or 4.5% increase in nonfuel margin that was partially offset by the $6.1 million or 6.7% decrease in fuel gross margin. Our nonfuel gross margin increase resulted from an improved nonfuel gross margin percentage in both of our operating segments on a same site basis. Our same site nonfuel gross margin percentage grew 70 basis points to 56.8% for the 2017 first quarter, reflecting the positive impact of our strategies for purchasing and pricing goods for resale and certain marketing initiatives. Our site level operating expenses in the first quarter increased by $11.9 million or 5.1% over the prior year quarter, due to sites acquired since the beginning of the 2016 first quarter and the $1.8 million of increased transaction fees withheld by FleetCor/Comdata. On a same site basis without the excess transaction fees, site level operating expenses declined $0.5 million from the prior year quarter, and site level operating expenses as a percentage of nonfuel revenues increased slightly versus the prior year by 30 basis points, a result of the decline in same site nonfuel revenue. Our selling, general and administrative costs for the first quarter increased by $3.4 million or 11%, excluding the $6.4 million related to our dispute with FleetCor/Comdata. Our rent expense increased $4.5 million compared to the 2016 first quarter, primarily due to the sale leaseback 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 first quarter of 2016 of improvements made to leased sites. Our first quarter 2017 depreciation expense, excluding the $5.2 million expense associated with the write-off of certain abandoned assets that occurred in the first quarter, was $26.6 million, which decreased by $1.2 million from the fourth quarter of 2016. The amount of our tax benefit for the 2017 first quarter increased by $13.6 million compared to the 2016 first quarter due to the increased pre-tax loss and a 3.4 percentage point increase in our effective tax rate resulting from the effects of permanent difference items between periods. We reported a net loss for the 2017 first quarter of $29.4 million or $0.74 per share. This compares to a net loss of $9.9 million or $0.26 per share in the first quarter of 2016. Our EBITDA in the 2017 first quarter declined $21.2 million compared to the year ago quarter. This increase in net loss and decline in EBITDA were due to the factors I've just described. To recap, a tough first quarter in terms of market conditions, some growing pains, the FleetCor/Comdata litigation, and some non-cash write-offs, all of which we expect will not last long term for the reasons Thomas pointed out. Looking at our results by segment, in the Travel Centers Segment, our site level gross margin in excess of site level operating expenses for the 2017 first quarter was $91.6 million, a decrease of $9.5 million or 9.4% from the 2016 first quarter, resulting primarily from $7.5 million decline in fuel gross margin driven primarily by sales volume and the $1.8 million higher transaction fees being withheld by FleetCor/Comdata. In our Convenience Stores Segment, our site level gross margin in excess of site level operating expenses for the 2017 first quarter was $5.4 million, which reflects growth from the 2016 first quarter of 22.7% or $1 million, attributable primarily to the continued ramp-up of our recently acquired c-stores. Our 200 same site standalone convenience stores generated site level gross margin in excess of site level operating expenses of $5 million, an increase of $615,000 or 14% from the 2016 first quarter, which can be attributed to the continued ramp-up of those sites dampened we believe by soft market conditions generally during the 2017 first quarter. Our Corporate and Other site level gross margin in excess of site level operating expenses in the first quarter was $2.2 million, an increase of $1.4 million that principally is attributable to our acquisition of the Quaker Steak & Lube restaurant business in April of last year. Looking at our investing activities this quarter, we spent $30.1 million in capital expenditures compared to $56.5 million in the first quarter of 2016. Our acquisitions totaled $6.1 million this quarter compared to $35.1 million in the same period last year. Proceeds from asset sales to HPT totaled $25.5 million this quarter compared to $37.8 million in the first quarter of last year. In summary, while soft market conditions and litigation matters weighed on results this quarter, we continue to make progress in our unit growth, integration and ramp-up activities, and our internal growth programs. We believe there is significant potential going forward as market demand increases and our investments and strategies continue to progress. In addition, we have identified opportunities that we expect will lower our cost by approximately $12 million on an annual basis, beginning in the second half of this year, all without retarding our growth initiatives. And with that, I'll turn the call over to the operator for questions.

[Operator Instructions] Our first question will come from Bryan Maher with FBR. Please go ahead.

Can you share with us what it is that Comdata/FleetCor is alleging you breached? Thomas M. O'Brien: I think I can do that. They are alleging we breached the merchant agreement, which is what I call the processing agreement, and – you know what, I'm going to stop there. That's pretty important piece of the litigation. I think if you read what we wrote, and I don't have it in front of me, I'm sorry I'm a little bit hesitant, it's in the Q, basically they've alleged that we defaulted under what we call, in the Q and you'll see if there, an RFID agreement. It's a separate agreement. They think that default allows them to terminate both the RFID agreement and the merchant agreement, and that's how they get there.

Is that the thing where the trucks pull up and it automatically like identifies with a reader near the pumps that that truck is that truck? Thomas M. O'Brien: You have that correct, that's right. RFID technology is deployed at the truck stop location as a reader and inside the truck is an RFID tag, and that connection between those two initiates a transaction for fuel.

On the $5.2 million in programs write-off that you said was affiliated with tech, not necessarily – I don't really care about the billboard component of it, but can you give us an example of what type of tech you're writing off? Thomas M. O'Brien: It's really one thing. We've been exploring and designing a new system for replacement of legacy system in our truck service business. Obviously it's a pretty high growth area for us. The process has actually been several years in development, but the hard-core design part of it has really only come in the last year, maybe a little bit more. There's very few companies, maybe none, with experience in systems for heavy truck repair that's both retail oriented, operates in multiple states, multiple tire brands, multiple truck brands, multiple delivery methods, and you take away three out of four of those things, or was it five, you can find something, but when you put it all together, you're talking about a build of a system from the ground-up. And we've recently undertaken the Commercial Tire business, the OnSITE business, that added to the complexity and our projected cost to the point where we made the decision that improvements of the legacy system would be more effective from a timing and a return on capital standpoint. So, we pulled the plug there. Some parts of that planning and design work, that will be used. So we wrote off, and so I think I talked about, we wrote off a portion of it.

Okay. And then just lastly, and kind of the elephant in the room here, the spending and the resulting revenue, whether it's soft market or otherwise, is not kind of playing out as fast as I think investors and others have expected, and I think that that's probably reflected in the share price over the past couple of quarters and specifically today. If one were to assume that RMR and HPT would not stand in the way of a strategic review process for TA or a potential sale of the Company, do you think that the Company would be open to at least exploring something at the current time? Thomas M. O'Brien: That's a good question. I think that there are a number of factors that are in play in the current market condition, one of which you pointed out is the pressure particularly this morning on the share price. Another market factor is some of the announced acquisitions in the convenience stores space, whether on a per unit basis or multiple basis. Those are things that we need to consider. On the other hand, I think our plans are the sum total of our growth plans or the big pieces that I've talked to you about, which include OnSITE, the Commercial Tire business, and the continued ramp-up. I really do believe that those have the potential impact of, let's say over the next five years, doubling the EBITDA that we generated in 2016. So I think we have a good solid plan, but that does have to be tempered with some of the things I mentioned before, not the least of which is – it may be nice for me to point to benchmarks or high watermarks or whatever you want to call it, in terms of c-store evaluations, but the fact is that we're not done with ramp-up yet. And so, those may not be achievable even if we wanted to pursue them. And then of course the unknowns associated with the litigation, no matter what I believe, those are not going to foster the pursuit of some of the things that you're talking about. That's the long way of saying that I'm aware of things that are happening in the marketplace, some of which are applicable to us, some of which are not yet applicable, and some of which are not applicable at all. I hope that answers your question.

Right, so it seems to me like you would not be totally averse to exploring something but recognizing that you're still ramping your c-store business and you have the litigation overhang, but assuming a potential buyer recognize those and assign their own growth rate projections for the c-store ramp and their potential for success in litigation, clearly a smart buyer could come to a price, but you're not totally averse to it? Thomas M. O'Brien: I would say a little bit, not to split hairs with you, but I would say it a little bit differently, that I'm fully confident in our business plan but that there are always market factors that are worthy of consideration, and that's not a change to the way that we think about this business. I guess I would say it's still applicable.

Okay, thank you, Tom.

[Operator Instructions] Ladies and gentlemen, having no further questions, this will conclude our question-and-answer session. I would like to turn the conference back over to Tom O'Brien for any closing remarks. Thomas M. O'Brien: Just thank you to everybody for your support and for listening in, and we'll see you again in about three months, after the second quarter ends. Thanks a lot.

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