Good day, everyone, and welcome to the TravelCenters of America first quarter 2009 financial results conference call. Today's call is being recorded. At this time for opening remarks and introductions I am pleased to turn the call over to the Director of Investor Relations, Tim Bonang. Please go ahead, sir.

Thank you, [Jennifer]. Good morning, everyone, and welcome. Our agenda today includes remarks by Tom O'Brien, our Chief Executive Officer, and Andy Rebholz, our Chief Financial Officer. After the presentation 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, May 12, 2009. TA undertakes no obligation to revise or publicly release the results of any revisions 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. Now I would like to turn the call over to Tom O'Brien. Thomas O'Brien: Good morning. Thank you for joining our call today. I'm here to report our results for the 2009 first quarter. A few months ago I spoke about how challenging a year 2008 was for TA as it was for all who serve the trucking industry, the trucking industry itself, and nearly all businesses in the U.S. The recession that began in late 2007 and which continues today, the credit crisis experienced through much of 2008 and into 2009, and the general decline in consumer confidence all continued to affect our business in a negative way during the first quarter. Despite this, I am pleased to report our results for the first quarter of 2009, a quarter in which the TA management team again rose to challenges presented and took advantage of opportunities, both those that the market presented to us and those that we created for ourselves in this difficult economic time. When you consider our first quarter results, please keep in mind that the first quarter of every year is historically the weakest quarter for the trucking industry and for businesses like TA that provide goods and services to the trucking industry. In the first quarter of 2009 TA again delivered significantly improved results over the prior year first quarter. In our last call in early March I estimated for you that for the first quarter of 2009 TA would generate a net loss and that our EBITDAR would not exceed our GAAP rent expense, but that EBITDAR would cover our cash rent obligations. Each of these expectations was realized. While TA generated a net loss of $18 million in the first quarter of 2009 or just over $1 per share, this result represents an over $30 million improvement over the net loss generated in the first quarter of 2008. EBITDAR of $53 million exceeded cash rent by about $8 million, the fourth consecutive quarter in which TA has achieved such coverage, but fell short of GAAP rent expense by $5.5 million. On a same-site basis for the 2009 first quarter versus the 2008 first quarter our gross fuel margin increased about $18 million despite a 16% decline in volume. While this reduced volume drove an 8.7% decline in non-fuel revenues and an 8.1% decline in non-fuel gross margin, our non-fuel gross margin percentage increased by 40 basis points and our site-level operating expenses decreased by 8.3%. We believe the decline in non-fuel revenues was not as great as the decline in fuel volume because our non-fuel offering, including our truck repair business, table service and quick service restaurants, large retail stores, the most parking in the industry and many other services for drivers is the most complete and most attractive non-fuel offering in our industry. Improvements in our SG&A costs continued during the quarter. SG&A declined by more than $13 million versus the first quarter of 2008 and by $0.75 million versus the fourth quarter of 2008. Our recent quarterly results have dramatically improved over the prior years, with adjusted EBITDAR up over 75% versus the first quarter of 2008; however, many of our customers continue to suffer ill effects from the recession. While diesel prices on the NYMEX generally declined for the first part of the 2009 first quarter, since then they have generally increased. While I remain convinced that our initiatives are producing results, I am not convinced that the market has no more challenges to throw at us. In these circumstances TA remains committed to preserving our significantly improved liquidity and financial flexibility we have to date built while weathering one of the worst economic times in history. With that I will now turn the call over to Andy Rebholz, our Chief Financial Officer, who will review our first quarter results in detail. After Andy's comments we'll answer questions.

Thanks, Tom. I would like to discuss some of our key financial results for the first quarter. In this discussion I will refer to same-site results, which are the results that only those sites that we have continuously operated since January 1, 2008. Our fuel volume on a same-site basis declined by 16% in the first quarter of 2009 versus the 2008 first quarter. We believe this decrease is consistent with those experienced by others within our industry and reflects the continuing recessionary condition of the U.S. economy and the effect such an economic environment has on the trucking industry. The decreased fuel sales volume also resulted from reduced fuel consumption resulting from the fuel conservation practices implemented by truckers to combat the historically high cost of fuel that persisted throughout 2008, reduced motorist traffic as a result of economic conditions and high gasoline prices, and in part due to our continued cautious bidding on lower margin fuel business from police. Despite the fuel sales volume declines, our year-over-year fuel margin on a same-site basis increased by 42% for the first quarter of 2009 as compared to the 2008 period. In total our 2009 first quarter fuel margin was approximately $18 million or 44% more than in the comparable 2008 quarter. As you may recall from our previous reports, during the second half of 2007 and the first half of 2008 the cost of fuel increased dramatically, adversely affecting fuel margin per gallon. During the second half of 2008 and to a lesser extent in 2009 the fuel markets have trended downward and we have avoided the sharp increases we had seen previously, and this comparison between years reflects these realities of the fuel markets. We believe we have been able to generate gross margin on fuel that takes into account a balance of cost, working capital investment and competitive factors. Our fuel revenue for the first quarter of 2009 reflected a decrease of $915 million or 57% and our fuel cost of sales reflected a similar variance. These variances are the result of the lower fuel sales volumes, but the most significant factor is the large decline in the market prices for petroleum products between the 2008 first quarter and the 2009 first quarter. Our average retail prices in the first quarter of 2009 were about half what they were in the 2008 first quarter. Our non-fuel revenue during the 2009 first quarter declined by $25 million or about 9% on a same-site basis versus the 2008 first quarter. We believe that the decline in non-fuel sales reflects the smaller number of vehicles on the highways and fewer miles driven in the 2009 first quarter than in the same period of 2008, increased maintenance intervals instituted by truck owners, and the general effect of the recession on disposable income and consumer spending. Our non-fuel gross margin as a percentage of non-fuel sales increased by about 40 basis points on a same-site basis to 58.9% in the 2009 first quarter. This margin improvement reflects, we believe, the continued effect of both volume purchasing opportunities we have had as a result of our May 2000 acquisition of Petro and various improvements that we have been able to implement at our Petro locations since the acquisition. Our site-level operating expenses decreased by a little over $13 million or about 8% on a same-site basis versus the 2008 first quarter. This decrease reflects the lower volume of non-fuel sales as well as our labor expense controls implemented to adjust to the decreased sales volume levels, including our March 2008 work force reduction, offset somewhat by increases in unit labor costs. Our selling, general and administrative costs of $19 million for the first quarter 2009 represented a decrease of almost $14 million versus the comparable 2008 period. The reduction in SG&A costs resulted from decreased personnel costs that largely reflected the effects of our March 2008 reduction in work force, the completion of certain retention programs that had been in place since 2007, and the elimination during 2008 of the former Petro headquarters, and also resulted from a reduction in legal expense related to the settlement TA reached in 2008 in the antitrust litigation with Flying J. Our adjusted EBITDAR for the first quarter 2009 increased by approximately $23 million as compared to the 2008 first quarter, principally as a result of margin improvements and our improved cost controls. As Tom will detail in a moment, our cash balance at March 31, 2009 was increased over the balance at the end of 2008 despite the first quarter typically being one of the weaker quarters for our business. In a very difficult economic environment, TA has thus far been able to conserve and indeed increase its cash balance. And now I'll turn the call back over to Tom. Thomas O'Brien: Thanks, Andy. I just have a few more comments before we get to questions. As I've done in the past, I'll now give some more details about TA's cash and liquidity position. During the first quarter of 2009 TA's cash balance changed as follows: We began the quarter with $145 million of cash on the balance sheet. We expended $6 million to fund capital projects. We sold to HPT $3 million of improvements to properties we lease from HPT. We generated adjusted EBITDAR and interest income in excess of cash rent of $9 million. We decreased working capital by about $16 million. And all other items net totaled about $1 million. We ended March 2009 with $168 million in cash on the balance sheet. At March 31, 2009 the portion of our credit line used to support line of credit was approximately $68 million, a slight decrease from December 31, 2008, and our $100 million credit facility is otherwise undrawn. At March 31, 2009 we had approximately $13.5 million remaining of the original $125 million allowance from HPT for certain TA-branded property improvements that can be sold to HPT without a rent increase. As I pointed out earlier, TA remains focused on preserving its liquidity and its financial strength. This in my view is the best way to approach the current economic environment, no matter whether that environment heaps upon us further trials or, optimistically speaking, future opportunities. And now before I take questions from participants I do need to remind you TA is currently in litigation with a shareholder who's brought a derivative claim which we believe is unfounded. I will be unable to answer any questions about this lawsuit or its subject matter. That said, Andy and I will take your questions. Operator, do we have any questions?

(Operator Instructions) Your first question comes from Ben Brownlow - Morgan Keegan & Company, Inc..

Are you seeing any pockets, positive comps or positive trends, as you progress through the quarter or is it pretty weak across the board? Thomas O'Brien: There was some variation in the months contained in the first quarter and I suppose at times, like a lot of other people in this economy, which has been bad for so long. I thought I saw positive things or at least things that were less negative, but generally speaking that kind of a trend or what might have turned into a trend just didn't materialize. I don't see very much in our numbers or here from our customers much in the way of particular trend. And I guess when I say that it's not particularly encouraging, but it's certainly not as discouraging as what trends we heard being spoken of six months ago or even three months ago, that is to say, perhaps everybody is like all of us looking for a bottom and maybe reading too much into a monthly number or a weekly number. But there's no consistency with regard to consensus that we have reached a bottom and, speaking for our business, I don't see a lot of clarity in our customer base in terms of which way things are going, either up or bottom. As I said, I think the best I can say is things are seemingly less bad than they were, but we're not out of the woods.

The fuel margin environment was pretty good considering the quarter. Do you think that's more due to the industry drivers or is that your pricing strategy that's really driving that? Thomas O'Brien: Well, it's a little of both. It's also fuel prices, when they increase that tends to pinch margin, when they decrease that tends to expand margin. And in this quarter, this first quarter, we actually had a little of both and so we were able to take advantage of the good times less than the bad times affected us.

The operating expenses, you guys have done a great job overall in the past two years. Do you feel that there is any more to take out or are you pretty bare bones and lean at this point? Thomas O'Brien: I think that we have done the vast majority of what can be done without reducing our levels of service. And I know that or have heard that at least one of our competitors that runs full service restaurants, for example, is closing that system overnight. We've done that in a few places where it made sense to do so, but by and large our operation continues to be 24 hours a day, obviously 365 days a year. And we have considered that kind of an act from time to time, but we're not at the point yet where we're ready to run the risk of diminishing the value of our brand to our customers. We're just not at that point yet. There may be additional things to squeeze out of a move like that, for example.

Your next question comes from Timothy Stabos – Stabos Asset Management.

It looks pretty good to me for the seasonally weakest quarter. You've got a lot of headwinds with the volume decrease and the economy, and so I think congratulations are in order with the SG&A decreases and all things considered. Congratulations. Thomas O'Brien: Okay. Thank you very much. I will say - I don't mean to cut you off; I'm going to let you ask your questions - but I think that although this first quarter we've all done a good job of improving over the first quarter of 2008, I'm not here to brag about an $18 million loss. I'm really not in a position or comfortable talking about how great we did when I'm posting a number with brackets around it. And that's just the way I feel about it and we're not going to rest until we get a different results. Anyway, go ahead.

Well, I certainly respect that, by all means. But, you know, at the same time if you figure that the fuel volumes hadn't decreased and you had achieved the same margin that would have been $10 million in additional margin and would have gotten you that much closer to breakeven and you would have something more on the non-fuel as well. Let me ask a question about that. Could you tell us as far as fuel goes how much of the 16.4% decrease in a decrease in customer counts, you know, actual number of people purchasing fuel versus volume per customer? Thomas O'Brien: Yes. Generally speaking the volume per transaction hasn't changed much. Without giving a specific number, I'll say that an average customer buys in excess of 100 gallons per transaction  that's a diesel customer, of course, not folks like you and me driving cars - and that hasn't changed all of that much. So I think generally speaking the volume decline translates into fuel customer declines of an equal magnitude.

Fuel customer declines of equal magnitude. Okay, got you. In other words, customer counts, if you will? Thomas O'Brien: Correct.

Obviously that has an effect, as you stated, on not just maintenance but buying food and eating at the restaurant and whatnot, right? Thomas O'Brien: Right although, as I talked about, our customer count decline in the non-fuel business is not as great.

Yes. Any correlation there or is that really just - a stab in the dark - is it 25% or 50% or is it really just hard to say that, you know, as the total gross dollars of fuel margin goes down 16.4%, can we attribute one-fourth of that, which would be 4.1%, in non-fuel margins? Of the decrease in the non-fuel margin, the dollar amount for the quarter is because of the decline in fuel, you know, or is it just hard to measure? Thomas O'Brien: Yes. Our customers, by and large, are anonymous. What we've seen in the first quarter roughly speaking is a loss of every two customers for fuel is the decline of about one customer on non-fuel in terms of customer count.

Okay, so there's no doubt that there's a fairly significant material affect on the economic weakness in Q1. Thomas O'Brien: Yes.

That's masking, quite frankly, if I might suggest - and I presume you're not disagreeing - it's masking even some of the improvements. You've got significant improvement, but there's no doubt it would be - Thomas O'Brien: I think that's right. I think that the things that we've been doing this last quarter and the past year and the things that we've got planned for this year would work better - not to say that they're not working, because you're right, they're having positive impacts - but they would work better if the economy would cooperate with us a little bit.

I'm hearing some anecdotal information the industry was more like $0.11 - and maybe I'm wrong on that - $0.11 on margins and you guys did better. How did we do this and over the long run you don't beat the industry on margins, do you, fuel margins? Thomas O'Brien: I would caution you about other industry information that you might hear, honestly. And I will get to answering your question. The fact of the matter is the public companies, the ones who must present accurate details in accordance with GAAP are not in the truck stop business and the truck stop companies, other truck stop companies that are out there, don't have the same reporting requirements exactly.

You think your margins are comparable probably? Thomas O'Brien: I think that there is some slight premium because of the strength of our brands in the truck stop business. And that is to say that there's a preference by in particular individual owner-operators to fuel where they can find a parking space, to fuel where they can find a clean shower, to fuel where they can sit down and eat and be served by a waiter or waitress at a restaurant, and I think there is some small premium in our margin for those competitive advantages that we have. Precisely what that premium is is sort of impossible to say.

And there's no way you can directly correlate that to the increased CapEx over the last year or so; that's also impossible. It's just anecdotal, right? Thomas O'Brien: You're absolutely right. It's impossible to specifically say. I do think that has had an impact based upon things like customer surveys. And we have a program called Tell Us About Us; even that, though, is a large collection of very small anecdotes.

Your next question comes from Napoleon Overton - Morgan, Keegan & Company, Inc..

Without asking you to provide guidance about the rest of the year, I'm just wondering if you could describe the process you would go through to evaluate the decisions to continue to defer the $5 million of rent from TA due to HPT each month as the seasonally stronger summer months come along? What is your thinking there and how do you plan to evaluate that? Thomas O'Brien: I think that as we've discussed on some prior calls, those options to defer are monthly and those deferral options run every month until the end of 2010. Sitting here today I don't see much that would make me not defer, if you will, because each one of those options, it's not cumulative, so if I miss $5 million in deferral this month or skipped three or six months of deferral - six months of deferral would be $30 million - I don't get to go back in nine months and say I want that, right? I don't have that option. So it really is an evaluation of all market conditions, both our industry, our customers' industry and general economic conditions that do go into those decisions each month. And with the economy as it is, which is to say that there's very little clarity a month or three months or, in this case, a year and nine months hence, we're very likely to continue to defer each month.

(Operator Instructions) Your next question comes from Neil Goldman – Goldman Capital Management.

First could you explain to me this $5 million plus investment in the insurance company? Thomas O'Brien: Yes. It is not a captive insurance company, but it is an opportunity to pool resources with larger property companies that are also affiliated our affiliate, REIT Management & Research, for the purpose of capturing some of the profits that insurance companies typically make. Our share of those profits will be from the earnings on the investments in that insurance company and from premium savings as that insurance company ramps up its writings of policies.

What kind of policies are they writing? Thomas O'Brien: Today the insurance company has just been formed and the policies that are planned would be property insurance, workers’ comp. It's really an open field for what that company can do.

Okay. You know, last conference call I brought up the issue of buying back stock. You're sitting today with $7.40 in cash net of the deferred rent and you're sitting with over $3 a share, if you even include the line of credit, which really goes against the other assets like fuel, etc., etc. You're sitting with a $21 tangible book, okay, and a $2.74 stock. And instead of buying back your own stock at 85% of tangible book, buying your own stock back at less than cash, you're investing money in an insurance company that has nothing to do with your core business? I am really missing the point and I'd like an answer on that. Thomas O'Brien: Neil, the insurance company investment is really a lot like some of the other operating initiatives that we've undertaken. It's intended to provide us with future benefits to do things like not generate an $18 million loss.

But it's an investment in something unrelated. It's not like it's a captive insurance on your operations which could save you money. This is a new investment in an unrelated business, right? It's property and casualty, it's other things. I don't understand that. Thomas O'Brien: It isn't an unrelated business. It is a business that will have, if it's successful - it's not without risk - but if it's successful it's a business that will have positive impacts on our ability to generate income, and I don't see where - maybe I didn't explain it right - but I don't see how it could be concluded to be unrelated.

It's an investment in an insurance company, right? It's an insurance company that's doing, you're saying, property and casualty or other forms of insurance. Thomas O'Brien: For its owners, including us, right?

Even if this is a correct investment strategy - and I'd have to understand more about this insurance subsidiary to understand that - it still makes no sense to me why you haven't taken an aggressive stance in terms of the buyback. You have ample liquidity. If you don't think the stock's a good value then you ought to sell the company, okay, or sell off half and shrink the capitalization dramatically. I'm sure some of the other players would buy areas where they wouldn't have antitrust issues on the major players. And I really think you're wasting an enormous opportunity to maximize shareholder value, which in the end is your job. Yes, you have to grow the company, you have to turn it profitable, you have to achieve the highest ROI for the company. And if you can't get a higher ROI by buying your own company back below net cash and at 85% of tangible book, then I don't know where else you would get those kinds of returns. Thomas O'Brien: Neil, I think that you and I simply disagree on this point. We're committed - I'm committed - to preserving liquidity in the face of the economic backdrop that we have. I'm committed to trying to increase our ability to meet our obligations and to generate net income for shareholders. And from time to time, I suppose, I may do something that not everyone agrees with, but it is that compass that I've described that directs me. And perhaps we will never agree on this.

Well, I think you should ask in the best interests of shareholders but I don't think you're doing it, so I guess we will disagree. Thank you.

Your next question comes from Smedes Rose - Keefe, Bruyette & Woods.

So going forward would you expect to be continuing to invest in this insurance company or is there sort of an amount that the total investment's going to come out at? Thomas O'Brien: It is possible. Again, this insurance company has recently been formed. To date it has no activities and we have no particular plans to continue to make investments in it. Again, it's principally a vehicle to allow us to capture, if you will, for our own account profits that today are captured by third party insurers and that's it.

My other question is, as you pointed out, the first quarter is usually the weakest quarter for you guys and in 2006 and 2007 there was a sequential increase in the fuel volume. Last year the fuel volume declined sequentially and there was a lot going on in the second quarter of last year. When you sort of talked about things are not getting kind of, I guess, worse on the margin or I think some of your opening comments, do you think that fuel sales or just the volume of gasoline sales will return to a more kind of seasonal pattern now? Do you think this kind of reached a point where - there's obviously going to be some level of goods shipped within the country regardless of the economy - are we kind of at least to that level or do you think it could still be just in kind of this kind of free fall? Thomas O'Brien: I don't think we're in a free fall. I do think that the impacts of drawn down inventories will eventually be felt. What I don't know is whether or not that positive impact will be the beginning of something sustained or will be a blip. I think that obviously the economy's been through a lot so far. I certainly hope like others that there's not a lot more to come, but I don't have anything I can point to that says here it is, ah ha, this is over.

Well, was there any change in April versus April a year ago in terms of the gasoline volume sales? Was it down, you know, continues to be down 10% or 15% or is it leveling out? Thomas O'Brien: I think what I can say about that is that I haven't seen anything in April from volume or otherwise that would make me change the comments I've made earlier, so neither had April shown a free fall, as you put it, nor has it shown a marked positive that might suggest the beginning of a new trend.

And then just finally you mentioned at the beginning - I just missed the number - what is the remaining amount that HPT can fund in terms of CapEx without increasing the rent?

It's $13.5 million.

Your next question comes from Timothy Stabos - Stabos Asset Management.

Just to tie in with some of the earlier questions on increasing shareholder value, if fuel volume, for the sake of argument, was flat in Q1 would we be talking much more potentially about paying down HPT and stock buybacks? We want to get past this economic cycle? Thomas O'Brien: You know, that's, as I said, those considerations are, in my mind, pretty complex.

Is that pretty paramount, though? I mean, we've got fuel volumes down 16.4%. Thomas O'Brien: I think that if fuel volumes had been flat that certainly would be a positive thing in terms of if we were to reach the decision not to defer. Again, that would be a positive thing versus what we actually had.

Dramatically so, right? Thomas O'Brien: Yes, I think it would be dramatic. Whether or not it would be the thing that was the tipping point would be dependent upon what other things were happening.

We didn't have any guidance this quarter. Could you comment on that? Thomas O'Brien: Really, that's, I think, a reflection of the environment in terms of trends one way or the other. It hasn't changed much about five weeks here after the end of the quarter versus where it was five weeks after the end of the fourth quarter. I really think that's mostly a reflection of the fact that our annual results are put out much later and there's just that much more clarity with the additional [inaudible].

Flying J, it's been in bankruptcy, what, for three months, two months, four months? Thomas O'Brien: Late in December.

Is there any preliminary sense, one, whether they'll be closing any facilities or selling them off and, two, how has their pricing strategy changed since filing Chapter 11 on fuel especially? Thomas O'Brien: I have not seen nor heard of them selling any truck stop operating property. Generally speaking I think the sentiment of industry players is that they have some not insignificant upstream assets that they desire to sell or finance. There was some small financing put in place I think for their pipeline. And so, no, I don't have a sense from any source that Flying J is attempting to sell currently operating truck stop properties. With regard to pricing strategy, by and large Flying J from what I can tell and really all I see is market surveys of their posted prices. You follow me? I don't see their retail pricing strategy as having changed very much from the historical practice.

And they've always been a low price [purse] as far as I can see personally, that low price entity very much so. Is there reason to believe that would change when they come out of bankruptcy or we just don't know the form that the company's going to take? Thomas O'Brien: I don't know. I just don't know.

Will the window for insider open market buying in the stock open or when will it open? Thomas O'Brien: Assuming there's no other information that is material and inside and I don't know of any today I think our policy is three to five business days.

Okay, so certainly by early next week, right? Thomas O'Brien: Correct.

Operator, it looks as if we have no further questions. Is that what you're showing?

That is correct, sir.

Okay, we're ready to wrap up. Thomas O'Brien: Thanks, again, everybody for joining our call today and I'll look forward to speaking to you in about three months' time about our second quarter.

Thank you. That does conclude today's teleconference. We thank you all for your participation.