Good day, and welcome to the TravelCenters of America second quarter results conference call. This call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to your host, the Director of Investor Relations, Mr. Tim Bonang. Please go ahead, sir.

Thank you. 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, August 5th, 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 are contained in our filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance upon any forward-looking statements. And now, I would like to turn the call over to Tom O’Brien. Tom O’Brien: Thanks, Tim. Good morning and thank you all for joining our call today. I’m here to report the results from the 2009 second quarter. In the second quarter of 2009, TA generated a net loss of $15 million or $0.90 a share, a loss larger by $5 million over the second quarter of 2008. TA also reported EBITDAR of $57 million, a decrease of about $3.5 million versus the second quarter of 2008. EBITDAR of $57 million exceeded cash rent by about $11 million, the fifth consecutive quarter in which TA has achieved such coverage, but fell short of GAAP rent expense by $1.6 million. TA’s net loss for the first half of 2009 was $33 million, or $1.99 per share, an improvement of $25 million over the net loss recorded for the first half of 2008. First half 2009 EBITDAR was up by $28 million over the 2008 first half. On the same site basis for the 2009 second quarter versus the prior year second quarter, our field sales volume declined by about 10.7%, resulting in a decrease in our gross fuel margin of about $1.1 million. This reduced volume also drove an 8.4% decline in non-fuel revenue and an 8.8% decline in non-fuel gross margin. In the face of the declining sales volume, we’re able to decrease our site level operating expenses by 6% on the same site basis and improvement on our SG&A cost continued during the quarter. SG&A declined by $3.7 million versus the second quarter of 2008. For the first six months of 2009 we decreased our SG&A cost by $17 million, versus the same period of 2008. TA and its customers are facing difficult economic conditions. Capacity reductions in the trucking industry have intensified competition from truck stop operators, particularly for fuel, and for our other truck product lines, particularly from alternative repair and oil change competitors. That said, our year-over-year decline in diesel fuel volume was smaller in the second quarter 2009 than in previous quarters, indicating a possible moderation in industry declines. And it compares favorably to reported changes in miles driven for the industry. Our non-fuel sales have declined in 2009 versus 2008. But not as much as reports of declines in sales by at least one large tire manufacturer, for example. Our truck repair product line was also negatively affected by cool temperatures nationwide during the 2009 second quarter. Gasoline volume turned positive year-over-year during the end of the second quarter. The point I’m making is that TA’s operating model, and the initiatives we’ve developed and kept up with over past several quarters, seemed to be working. I am guardedly optimistic about the prospects for economic recovery in the US and in our industry. And although I do not believe this recovery will come fast or that we are yet beginning to see it for sure, I do believe that TA’s future prospects are bright. I hope you agree that, although posting a net loss is absolutely not acceptable longer term, the modest declines in income and EBITDAR during the second quarter 2009 are in some ways, a major victory over tough economic conditions. Despite this positive view, the market may have more challenges to throw at us. Diesel prices are still volatile. Economic reports are mixed, at best. The housing market is still in crisis. And government bailouts are in full swing. Recently, the two largest truck stop operators in the US have publicly announced plans regarding their possible merger. That taking into account these challenges, we’ll remain as committed as ever to preserve TA’s liquidity and financial flexibility. With that, I’ll now turn the call over to Andy Rebholz, our Chief Financial Officer, who will review our second quarter results in detail. After Andy’s comments, we’ll answer questions.

Thanks, Tom. I’d like to discuss some of our key financial results for the second quarter. In this discussion, I will refer to same site results, which are the results of only those sites that we have continuously operated since January 1st, 2008. Our fuel volume, on a same site basis, declined by 10.7% in the second quarter 2009 versus the 2008 second quarter. We believe this decrease is consistent with those experienced by others within our industry and within the trucking industry, generally. These results reflect the continuing recessionary condition of the US 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 and, in part, due to our own continued cautious bidding on lower margin fuel business from fleets. Our year-over-year fuel margin on a same site basis, decreased by 2.5% for the second quarter 2009, as compared to the 2008 period. In total, our 2009 second quarter fuel margin was approximately $1.1 million, or 2% less than in the comparable 2008 quarter. Our fuel revenue for the second quarter of 2009 reflected a decrease of $1.1 billion, or 57%. And our fuel cost of sales reflected a similar variance. These variances partially result from the lower fuel sales volumes. But the most significant factor is the large decline in the market prices for petroleum products between the 2008 second quarter and the 2009 second quarter. Our average retail prices in the second quarter of 2009, were less than half what they were in the 2008 second quarter. Our non-fuel revenue during the 2009 second quarter declined by $26 million, or about 8.4% on a same site basis, versus the 2008 second quarter. We believe that the decline in non-fuel sales reflects the smaller number of trucks on the highways and fewer miles driven in the 2009 second quarter, than in the same period of 2008; increased maintenance intervals instituted by truck owners; and, the general effect of the recession on consumer spending. Our non-fuel gross margin, as a percentage of non-fuel sales, decreased by about 30 basis points on a same site basis, to 57.4% in the 2009 second quarter. This margin decline reflects, we believe, the continued declines in sales of higher margin, discretionary products and services and the effect of more aggressive price discounting, somewhat offset by various improvements that we’ve been able to implement at our locations since the Petro acquisition. Our site level operating expenses decreased by $9.6 million, or about 6% on a same site basis versus the 2008 second quarter. This decrease reflects the lower volume of sales, as well as our labor expense controls implemented to adjust to the decreased sales volume levels, offset somewhat by increases in unit labor cost. Our selling, general, and administrative cost of $19.6 million for the second quarter of 2009 represented a decrease of $3.7 million versus the comparable 2008 period. The reduction in SG&A costs resulted from decreased personnel cost, that largely reflected the effects of our 2008 work force reductions, and the elimination during 2008 of the former Petro headquarters, and also resulted from a reduction in legal expense related to various litigation matters. Our adjusted EBITDAR for the second quarter 2009, decreased by approximately $6 million as compared to the 2008 second quarter, principally as a result of the decline in sales levels that was partially offset by our cost control initiatives. As Tom will detail in a moment, we again increased our cash balance during the second quarter. In a very difficult economic environment, TA has thus far been able to continue to conserve cash and increase its cash balance. And now I turn the call back to over Tom. Tom O'Brien: Thanks, Andy. I have just a few more comments before we turn to questions. As I’ve done in the past quarters, I’ll give you some more details about TA’s cash and liquidity position. During the second quarter of ’09, TA's cash balance changed as follows, we began the quarter with $168 million of cash on the balance sheet. We spent $112 million -- excuse me, we spent $12 million to fund capital and investment projects. We sold to HPT, $2 million of improvements to properties we lease from them. We generated adjusted EBITDAR and excess of cash rent of $11 million. And, after taking into account our working capital changes, we ended June 2009 with $182 million in cash on the balance sheet. At June 30th, 2009, the portion of our credit line used to support letters of credit was approximately $63 million, a slight decrease from March 31st. This $100 million credit facility is otherwise un-drawn. At June 30th, 2009, we have approximately $11 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 at the beginning of our call, the general economic backdrop seems less bad, if you will, than earlier this year. And I am today, cautiously optimistic of TA's first half 2009 results have handily bested the comparable period in 2008. Keep in mind that the last half of 2008 results are particularly strong for fuel margin as diesel prices declined materially during that period. And this phenomenon, in the same magnitude seems unlikely to repeat into 2009. Also the fact remains that despite the seemingly general acceptance of less bad as the new good, if you will, in the press rounds these days, to me down is still down, the number with brackets around it is still a net loss, and the possibility of economic revival does not eliminate economic or competitive threats. And as such, I intend to keep TA focused on preserving its liquidity and its financial strength. Andy and I will now take your questions. Operator, do we have any?

Thank you. (Operator instructions) And we’ll pause for one moment to assemble our roster. And we'll take our first question from Ben Brownlow, please go ahead, with Morgan Keegan.

Hi. Good morning. I was just wondering if you could talk a little bit more on your non-fuel gross margins, just a little color behind that decline. And are you doing anything different for Q3 that may help lift these margins? Just talk about your outlook there. Tom O'Brien: I think that the principle changes in margins on the non-fuel side really came from the -- we attribute most of that to the shop side of our business. We got a very, very good second quarter 2008 in the shop. And when I'm talking about shop, I'm talking about the heavy truck repair business. 2009 was not as strong for a couple reasons. One, cooler temperatures will tend to reduce the amount of tires, which is a pretty high-margin business, as well as air-conditioning work for example. And 2009 second quarter was cooler, and that changes the mix a little bit. The second reason is, the competition in that particular area is pretty fierce as well. If you follow any original equipment manufacturers’ -- they’re not selling trucks. And dealers are finding -- trying to find profits where they can. And have stepped up their aggressiveness, if you will, on repair business. And we’ve had to compete. And that has led to a little bit of discounting to maintain sales levels. Those are the two major things. I think, generally speaking, in the future we may see some of that pressure for a while. But as trucks -- despite the fact that there are less trucks on the road, overall, as they age, as drain intervals for oil have been extended almost universally from 15,000 miles to 25 thousand miles, or even more, that will have a maintenance impact. And ultimately, I think we will benefit from that. We haven't yet seen the full measure of that benefit, which I think is coming.

Okay. Great. And then you obviously seem a little bit more optimistic on just demand trends. Did I hear right that fuel comps were positive quarter-end? Tom O'Brien: A quarter-end gasoline comps were positive. Diesel’s still negative, but less so in the -- near the end of the quarter than the beginning of the quarter.

Okay. Diesel’s still running negative there? Tom O'Brien: Yes.

Okay. And then just a last question, just between the Pilot and Flying J, I don’t know if you could give or had any opinions on the near term and long term implications for the competitive environment? Tom O'Brien: Yes. I think I could say that Pilot is the largest seller of over the road diesel fuel in the US. Flying J is number two. We're number three. And whenever number one and number two get together, it’s almost never good. It's never positive for number three. The possibility that the combined number one and number two will have better selling power, better buying power, those are threats. But I don't think it's the end of the world. I think TA has always competed on the basis of having better facilities, better services. We think we’re still going to be able to do that successfully in the future. Our parking lots are bigger. We've got full service restaurants throughout the system. Our truck repair offering is the most robust by far in the truck stop business. We've got more showers per facility. We think we've got the industry's best loyalty program, you know for example. The other thing is, I think Pilot and Flying J have historically been the most competitive with us in pricing and maybe they -- and with each other. And maybe they won't feel the need when they’ve got such a dominant position, to be as aggressive as they have in the past. And that might give us an opening as well.

One then just -- sorry, one last question on the fuel margin environment. How does that compare this quarter with what you internally expected? If you could give a little color there? Tom O'Brien: I think it met our expectations. The fuel margins that we saw, let’s say last half of ’08, I don't expect those again in ’09. We had oil going from a $140 down to whatever -- somewhere in the 40s during that period. And today -- or yesterday anyway, it hit 70 some odd. And so there simply isn't enough room for it to come down that fast if you -- and I don't think that anybody’s really expecting that. When prices come down, that generally is helpful to our margin and you can even call that a tailwind. I don't expect to run into headwinds, but I don't expect to have such a strong tailwind in the second half of ‘09. We have -- it's been a while, and I'm not saying that we're never back in that environment, but it's been a while since we've seen single digit fuel margins. And that seems to have changed. Again, I'm not saying that it’s sustainable for all time, but it's been a fairly long time since we've seen single digit fuel margins.

All right. Thanks for the color and good luck. Tom O'Brien: Okay. Thanks.

Thank you (Operator instructions) And our next question comes from Timothy Stabos of Stabos Asset Management. Please go ahead.

Hi, guys. How are you? Tom O'Brien: Hi, Tim. How are you?

I’m good. Thank you. You've said for a few quarters now I believe, and it's in the press release, that TA believes that its fuel volume declines are consistent with declines in trucking activity and diesel fuel consumption. So again, we're not loosing share, right? Tom O'Brien: I don't think so. We'll give you a little bit more color on that. There's an index of miles driven in the industry. Since October of last year, that month-over-month -- that monthly index is in the 20% to 25% down versus a year earlier. And the fuel conservation efforts by trucking companies are -- it doesn't sound impressive if you say well, we're up to six miles a gallon. That's the fuel efficiency of the diesel tractor with a full load. But if you know that they're coming from 5.2, 5.3, those are big changes. And so I feel not as good as we would if we had changes in volumes with plus signs in front of them. But I do feel we’re keeping up.

Tom, can you -- are you guys running pretty almost exactly? Because that’s what you’re saying, essentially. That your fuel volume declines are consistent with declines in trucking activity. Do you believe we’re slightly to the better or slightly to the worse? It would be hard to mention you’re right on where the decline in market consumption is. Is it lean one way or the other or not? Tom O’Brien: Not really.

Why? Tom O’Brien: I think it’s slightly better.

Okay. A couple of others here. If I just look at what fuel volumes were a year ago and -- how much gross -- and add back that gross profit, I have to factor in also those something for additional people working the stations and what not. If I add back $6 million say, worth of fuel margins since you had $60 million worth of fuel margin, if I add 10% to that. I have to subtract that something for a cost and additional costs in terms of modeling, right? Or not really? Tom O’Brien: I’m not sure with--

I think from the fuel perspective, Tim, the -- yes, not really. The changes in fuel volume itself is not a highly labor intensive part of the business. The way, say the restaurant would be, the fuel side. It’s the labor component of cost on the fuel side is not nearly the same.

If we get back the 10% that we lost essentially, and we get back non-fuel as well, how much additional cost do you have to layer on in the non-fuel area. Not a lot or 20% of additional margin, or it’s hard to say? Tom O’Brien: Yes. We tend to move labor to meet sales. But it is really quite hard to say. For example, in the shop business -- labor, we sell labor. In the store business, there is a certain amount of -- you’ve seen in the past, within prior to the second quarter, we’ve been able to match pretty much, changes in operating expenses, the changes in gross margin. And that’s the model of principally, labor flexibility. And labor is the largest component of operating expenses. This quarter we were down in gross margin around 8.8 and labor -- excuse me, operating expenses are down about six. And So part of that is that there’s an absolute limit, particularly in the short term, how much you can cut operating expenses to match declines. And part of that is delays, and reaction time, and all of that. But it does give you an indication that the opposite should be true when the recovery comes. That is to say, for a time we ought to be able to move up gross margins dollars faster than we move up operating expenses. And it doesn’t -- this doesn’t specifically answer your question, but I think it gives you enough to go on.

Right. So if you get the 10% back because of the economic recovery and to move the fuel volumes one more time, I know we talked about this in previous conference calls, you get back -- you went from $179 million in gross non-fuel margin to $163 million, do you pretty much get all that back too and the lion’s share of that as well? Tom O’Brien: Yes. Changes in fuel volume, the way that we present cost of goods for fuel, should come back just as you described. Really, what I’m talking about when I talk about management, the things that we’ve done, our programs and our initiatives, and our changes in our operating model to gain efficiencies in all of that, I’m talking about things that I believe that we at least intend to be permanent changes. And so they say, “Never waste a good crisis.” I don’t wish a crisis of this magnitude and length on anyone, because it really is difficult to keep everybody focused and from feeling like we’re not getting anywhere because the market is going the other way. But when the market comes back, I think we’re wound pretty tight to take full advantage of the opportunities that we’re given, because we spent so much time creating our own.

Okay. Yes. I think anyone who thinks the economy is going back and you guys get back the fuel volumes, can see what -- where we might be able to go on the -- in terms of the bottom line numbers or whatever. I’ll get back in queue. Thank you. Thank you very much. Tom O’Brien: Thanks, Tim.

And our next question comes from Smedes Rose with KBW. Please go ahead.

Hi. Good morning. Tom O’Brien: Hi.

You answered a couple of my questions, but I just wanted to clarify there. You talked about -- so at the end of the second quarter, diesel sales are still running negative year-over-year, and that’s the bulk of your sales, I think, right? And gasoline was up? Tom O’Brien: Yes.

So are you continuing to see a similar pattern like that in July, that year-over-year sales are down, all in, but at a lesser -- it sounds like at a lesser pace? So the pace is down and slowing. Does that make sense? Tom O’Brien: Yes.

Okay. Tom O’Brien: That’s what I’m saying.

And then the other thing that I wanted to ask you, so at the end of this year or I guess in the beginning of 2010, your deferred rent to HPT will start to accrue interest at I think 12%? Tom O’Brien: Yes.

So given your climbing cash balances, can you just comment about given what you’re saying in the economy, it looks like it’s seen a little bit less bad. Would you be inclined to start paying some of that back? And do you have the option to pay back some of it, or is it all or nothing? How does that work? Tom O’Brien: We can pay back some. We don’t have to pay back all of it. And you know, I -- look, anything can happen. But if today was January 1st, 2010, I wouldn’t pay it back, because I don’t have to. And I think that the uncertainty on -- this is what I mean when I said, “Less bad is the new good.” And I don’t want to get caught up in that. I don’t really buy into it. I’m ready to -- I want the old-fashion good, the one with plus signs in front of it. And at that time, we’ll see. And I think last quarter I made reference to what other kinds of threats. And at that time I didn’t speculate on what one those threats might be. And I’m not saying I knew at that time, because I didn’t. But, one possibly has manifested itself in the changes in the competitive landscape. And so really is a sort of wait and see and decide at the time that we have to make that decision.

So at this point, it’s better to have cash on hand in your mind than pay the $10 million or $11 million of extra interest expense? Tom O’Brien: Yes. I think that’s right. And when you think about our company in the last six months, we have had about $8 billion of -- excuse me, $4 billion of revenue, double that for a year. That’s $8 billion. A week’s worth of revenue is $150 some odd million. And our cash balance is a little bit more than that. And in terms of dealing with potential changes, that’s not a huge cushion, and that’s -- maybe I have to lay -- I’ve looked at it for a while, a lot of different ways. That’s not a way that I’ve really explained it to this audience. And I hope that resonates with some. That’s part of the reasons for the stance that I have.

Okay. Thank you. Tom O’Brien: Okay.

Thank you. And our next question is a follow-up from Timothy Stabos, with Stabos Asset Management. Please go ahead.

Hi. Getting back to the Flying J and Pilot, was there an anti-trust review or (inaudible) or whatever they call that, of that transaction? Tom O’Brien: I assume, but I don’t know that there will be one. I don’t know that filing. I’m not sure, I guess the bankruptcy court approved an exclusive negotiation period. So I’m not even sure that the -- where the deal is, or if there is a deal--

They haven't closed yet that deal per se? Tom O’Brien: Oh no. No.

Okay. This is probably maybe not a question you want to comment on publicly, but I’ll ask it anyway. And you can say if you don’t want to comment. Has TA considered pursuing an anti-trust friend of court or however that whole thing works? Tom O’Brien: No. I think that the deal’s going to happen or not and the anti-trust stuff is going to happen or not. And it’s really at our (inaudible).

It’s really hard to say, isn’t it? I presume this is your position whether or not it will be a net loss or net minus. Certainly the net minus is your large -- that things you pointed out, about them being able to buy goods cheaper and what not. But the pricing rationalization is more disciplined on pricing of fuel could actually be a net gain, right? Tom O’Brien: It could go either way. All I can worry about is our business. And how we compete in -- both Pilot and Flying-J, we’re competitors in the past. And I think I’m -- I think what I’ve said before is what I want to say about it.

I missed the first five minutes of the call. I hope I didn’t miss what you did say about the fuel margins. The fuel volume is getting better at the end of the quarter. Can you clarify the July statement? You’re not saying the diesel volumes were up in July, you’re saying the diesel volumes were still down in July, right? Tom O’Brien: That’s right.

Okay. But we’re in a single digit, mid-to-low single digit type decline in this quarter? Tom O’Brien: I think that’s -- again, that’s all I really want to say about that. We will talk about July when we talk about 3Q.

Okay. When does the window for insider buying open in the common stocks? Tom O’Brien: Probably a week or -- a week or so from now. Timothy Stabos - Stabos Asset Management Okay. And you have reason to believe that it will open? Tom O’Brien: Yes. I can’t really comment on that, either.

I’m striking out here, guys. What’s going on? Tom O’Brien: Okay.

Okay. Well I guess, that’s it for now. Tom O’Brien: Thanks a lot.

Thank you.

Thank you. And there are no further questions at this time. I’d like to turn the conference back over to Mr. Tom O’Brien for any additional or closing remarks. Tom O’Brien: Well, thank you, everybody for joining us, for your interest and support of TA. And have a great day.

And that does conclude today’s conference. Thank you for your participation.