Good day everyone and welcome to the CBRL Group first quarter 2009 conference call. Today’s call is being recorded and will be available today from 2 p.m. ET through December 8 at 11:59 p.m. ET by dialing (719) 457-0820 and entering passcode 4425923. Now at this time for opening remarks and introductions I would like to turn the conference over to the Senior Vice President of Corporate Affairs, Ms. Diana Wynne.

Thank you. Welcome to our first quarter 2009 conference call and web cast this morning. Our press release announcing our fiscal 2009 first quarter and updated outlook for fiscal 2009 was released before the market opened this morning. In our press release and during this call, statements may be made by management of their beliefs and expectations as to the company’s future financial results. These are what are known as forward-looking statements which involve risks and uncertainties and may cause actual results to differ materially from management’s expectations. We urge caution to our listeners and readers in considering forward-looking statements or information. Many of the factors that can affect results are summarized in the cautionary description of risks and uncertainties found at the end of this morning’s press release and are described in detail in the annual reports we file with the SEC. We urge you to read this information carefully. We also remind you that we don’t review or comment on earnings estimates made by other parties. In addition, any guidance that we give speaks only as of the date it is given and we do not update our own guidance or express continuing comfort with it except as required by law and in broadly disseminated disclosures such as this morning’s press release and this call. The Company disclaims any obligation to update disclosed information on trends or guidance and should we provide any updates after today, they will be made only by broad dissemination such as press releases or in our filings with the SEC. We plan to release fiscal 2009 second quarter earnings and same store restaurant and retail sales for fiscal November, December, and January on Tuesday, February 24 before the market opens. On the call with me this morning are CBRL's Chairman, President, and CEO Mike Woodhouse; CBRL’s Interim CFO and General Counsel, Forrest Shoaf; and Cracker Barrel’s Senior Vice President of Finance Doug Couvillion. Mike will begin with a review of the business, Doug will review the financials and outlook, and then Mike will return to close. We will then respond to your questions. With that, I will turn the call over to Mike.

Thanks Diana. Good morning everyone and thanks for joining us today. Nobody would have predicted that in the first quarter of our 40th year of operation we would be facing this exceptionally challenging economic industry environment. Under normal circumstances we would be happy to see gas prices fall to below $2.00 per gallon. Instead we face growing unemployment and tight credit leaving consumers understandably concerned about spending. This is affecting everyone as even high-end retailers have seen significant declines in their sales. Given the backdrop, we feel that Cracker Barrel County Store fared fairly well in the first quarter fiscal 2009; however the prospect of continued uncertainty in the environment has led to fundamental changes in our sales expectations for fiscal 2009. Working with a range of sales outcomes we have developed action plans to help mitigate the impact of slower sales and at the same time strengthen our business model for the long-term. Our focus is on providing our guests with the pleasing people experience they expect from Cracker Barrel; high quality food with ample portion at a fair price which means we have not reduced quality or portion sizes in response to cost pressures. The restrooms are clean. The retail shop is full of gifts for everyone. Toys for kids and food for the road. Our guest loyalty scores are improving in overall satisfaction, speed of service and taste of food. We know that loyalty can’t be taken for granted, however, and it takes great people to make that happen every day. I can tell you our people are focused on making Cracker Barrel a more valuable brand and that just isn’t a walk right to combat the economic environments that are consistently getting better. We expect to hold our own in this difficult time but we also…

Thank you Mike. Thanks to our listeners on the conference call and web cast for your interest and participation in today’s call. Let’s review in more detail the results of the first quarter of fiscal 2009. For the first quarter of 2009 we reported diluted earnings per share from continuing operations of $0.57 compared to $0.57 a year ago. We believe this is good news considering the difficult environment we are operating in. After tax income from continuing operations was $12.8 million in the first quarter fiscal 2009 compared with $14 million in the first quarter last year reflecting lower operating income in the first quarter 2009, partially offset by lower interest expense, a lower effective tax rate and the benefit if a 7% reduction in share count. Revenue from continuing operations in our fiscal first quarter declined 1.2% to $574 million. We opened four new Cracker Barrel units in the quarter and as we continue to outpace the [Naptrack] Index our own comparable store restaurant sales and guest traffic declined 3.2% and 6.5% respectively. Our trends in the quarter were similar to ones in the industry according to the [Naptrack] Index; however we are encouraged by our October performance relative to the index, perhaps a sign that lower retail gasoline prices provided some of our guests a little needed relief. Our average check increased 3.3% reflecting a menu price increase of approximately 3.2%. Our average menu price in the first quarter offset the impact due to inflation in dollar terms and labor inflation in percentage terms. Our focus continues to be on maintaining the guest experience which continues to include good country cooking at a great value and not reducing portions or food quality as a means to offset inflationary pressures. Cracker Barrel comparable store retails sales were down…

Thanks Doug. I’d like to just comment on a couple of items on our guidance for fiscal 2009. We have reduced the number of stores that will open to 11 and that is because unit performance continues to be an area of focus for us. We are working on continuing to identify the management skills that can provide a positive guest experience from day one and move them more quickly to their projected profitability level. Our lower unit growth rate this year will give us some time to improve that execution. On the sales guidance we are looking for slightly stronger sales in the remainder of the year as our new skillets and future promotions have a positive impact on sales. As I said earlier, we have action plans in place to minimize the de-leveraging impact of lower sales on operating margin. To reinforce what Doug said about our debt covenants we are currently in compliance and will remain in compliance based on the range of operating performance that supports our updated guidance. However, just with we are tightening our belts and operating costs we are reducing our cash outflows in the form of share repurchases and certain capital expenditures to give us added cushion with the covenants. In closing, as we look forward to our 40th anniversary we recognize we face significant challenges. Our strategy is to keep the brand fresh and relevant and execute our operational initiatives to generate higher restaurant and retail sales achieving higher profit margins on each sales dollar will ultimately depend on our ability manage our costs. Our store managers are focused on daily operations. Their report card is guest satisfaction and financial performance. AT the same time we have put together a plan for the next five years. We have the opportunity to take advantage of a strong brand at strategic locations on a multi-generational family appeal and we are in this for the long haul. With that I’d like to open the call to questions.

(Operator Instructions) The first question comes from Brad Ludington – KeyBanc Capital Markets. Brad Ludington – KeyBanc Capital Markets: I’d like to start off the question of where the capEx is exactly coming out. You have over $20 million coming out. Is that just by cutting development and expected development in fiscal 2010?

We are opening one fewer store this year. There is some capEx coming out as we tighten up our plans to roll out some of our operating initiatives. It turns out the timing of the actual capital spending is going to be a little later than we had anticipated. Those are the primary changes. Brad Ludington – KeyBanc Capital Markets: Can you comment on which specific operating initiative really got pushed back?

Our biggest capEx is the Seat-To-Eat. Brad Ludington – KeyBanc Capital Markets: Looking at the debt repayment you will think about repaying debt as time goes on. My models show in the second and fourth quarter you could repay probably up to $80 million or so. Is that a reasonable assumption or do you think you will be a little more conservative with that cash?

There are several questions intertwined there. We are going to consider paying down debt. One of the things we want to stress is not in terms of how we feel about our business but in terms of how we feel about the economy. There is clearly some uncertainty around where sales are going to go and we are trying to reflect that in the guidance. So there is a range of outcomes reflected in our guidance so the range of operating income and cash flow is going to reflect that range. I can’t comment on the specific number since we don’t look at your model. I think that is probably a high number. Brad Ludington – KeyBanc Capital Markets: Finally, when you are talking about issues or working on sales volume or profitability for new stores has there been an issue with off-interstate locations ramping up a little slower than on interstate?

No, we just opened an off-interstate location in Maryland last week which although it didn’t break any records it came very, very close to breaking records. We are not concerned about our off-interstate stores.

The next question comes from Joe Buckley – Banc of America Securities. Joe Buckley – Banc of America Securities : Can you comment on the lower G&A in the first quarter? I think you said full year you are expecting G&A to be kind of flat in absolute dollars? What brought you down in the first quarter? I think you indicated bonus accruals were actually up?

Yes, we have been tightening our belts and looking at different ways to run this business. A couple of things were going on in G&A in the first quarter. The first one is as Doug mentioned the general manager’s conference we are pushing that out to a 24-month interval. That was a decision made before this quarter and it has to do with the scale of the conference and the amount of resources required to put it together. We think a longer interval is a better deal. We have also changed our incentive bonus philosophy in terms of how we set our targets and we have taken our bonus targets down, if you look at any of our disclosures you will have seen that, which results in non-cash comp coming down in the first quarter. You would have seen that on the cash flow. Generally going forward we have a number of things going on. We are looking hard at travel. We are looking at seminars. We decided not to hire some people that we had on the plan to hire. We are going to look real hard at any hires going forward. Generally just really tightening things up. As ever, not doing that in a way that is going to do any damage to the ability to support the operating business. Joe Buckley – Banc of America Securities : A question on the retail business, how are you going into the quarter with inventories and then separate from that the dollar strengthening how does that factor into the retail business? I guess not so much right now perhaps but going forward?

We are going into the quarter as Doug said with inventories a little higher than planned because our sales obviously aren’t where we had planned and with the long lead times on our imports, especially with the large volume of Christmas purchases, we have higher inventories than we had planned. We have a game plan to get our inventories back to where we want them to be at the end of the second quarter. We are obviously like most other retailers I would imagine looking at every day and every week really hard at where we are on our mark down schedule. We expect to spend a little more on mark downs than we otherwise would to push the Christmas stuff through but at this point we think we have the plans in place. On the long-term I think there is a broader opportunity than just the dollar. I think the worldwide slowdown especially with our import business. We are seeing contraction with manufacturing in China. We are seeing obviously less usage of ocean freight so there are all kinds of opportunities for us to be looking hard at taking advantage of this situation in terms of managing our costs. Joe Buckley – Banc of America Securities : Lastly, on the lower capEx related to Seat-To-Eat, what kind of changes were you planning to make within the stores for Seat-To-Eat? Was it just a deferral or something you are rethinking again?

No, we are not rethinking. We know what we want to do and the changes are changing the grill, installing some household capabilities so we can hold better and longer. We are considering putting in a screen, a monitor to look at speed through the window. So no change in the program. Simply that as we looked at our test and our ability and how we want to roll this thing system wide as we laid out the plans in detail the result was that the roll out is going to be later than we had originally estimated when we put the plan together for this year.

The next question comes from Bob Derrington – Morgan Keegan. Bob Derrington – Morgan Keegan : If I could stick to the Seat-To-Eat for a second, I thought there was not only an opportunity to serve customers quicker, turn tables faster, improve productivity…how did that play out through the dynamics on the P&L?

In terms of when it happens? Bob Derrington – Morgan Keegan : Well obviously with it being deferred a little bit it will affect some of the numbers, potentially the table turns, same store sales, through put. Is that one of the reasons for the lower same store sales or is that a function strictly of the environment we are in?

We had planned originally to start rolling this thing out later this fiscal year. So there is no effect going on right now relative to not having Seat-To-Eat rolled. When we roll it we expect to get the same kind of benefits than we originally expected. What happens in this environment obviously and it is the environment that is causing our current sales level, is when you are running down traffic in the way that we are and let me stress again we are running better than [Naptrack] in the quarter. When you get that amount of traffic decrease the benefit from Seat-To-Eat comes from peak periods, primarily of moving more people through. So when you have fewer people in the wait it is more difficult to capture the benefits. Again, the timing is all we designed the training programs, we designed the roll out plan and I talked about one best way in my remarks and that is just a whole new way of thinking in how we train and roll out stuff when we just laid out what it is going to take from a timing point of view to do that well across the system and you have heard me talk before about so many initiatives in this industry are talked about and then rolled and then you never hear about them again. Our intent is that when we roll it it will stick and be permanent. That is all that is going on here. Bob Derrington – Morgan Keegan : As we listen to the change in the capEx spend, the fact some of the changes to the grill and hot hold capability equipment, some of those changes, does that mean the product mix we see that you will be selling this year will be slightly different than what was maybe originally planned?

No, the Seat-To-Eat is built around our existing menu. Bob Derrington – Morgan Keegan : I understand that piece. But the change in capEx relates only to the Seat-To-Eat but I thought you mentioned…

I said the largest part of the change in capEx was Seat-To-Eat. Bob Derrington – Morgan Keegan : I’m just trying to understand how the change in the kitchen equipment, the grill, the hot hold capability, that doesn’t affect the products you will be promoting this year?

No. Bob Derrington – Morgan Keegan : When we think about advertising last year you used TV at this point in time. It doesn’t sound as though we are going to see it right now. How should we think about your use of that? Is it just not in this environment cost effective but it is later on?

It is not a cost effective issue in terms of just the absolute cost but in terms of our ability to optimize the benefit of advertising across the largest group of stores. It is a function obviously of how much you spend, how much total sales increase you get and radio gives us the ability to go much broader across the number of stores and give us albeit not the level of increased sales TV does but the resulting overall outcome is what we deem to be optimal, especially with the products because we want to get coverage as broadly across the system as we can and we are supporting the skillets right now. As I said in my remarks the advertising going forward in the year is going to be against some of the other new products. The brand in TV I think works as part of an ongoing brand building campaign we want. We want to get back to that because it has worked for us in the past. But this immediate time frame we are looking for a little more promotional support for products, get the news of the new product out and from the cost of TV point of view that is just not all that effective for us.

The next question comes from Stephen Anderson – MKM Partners LLC. Stephen Anderson – MKM Partners LLC: I have a quick question about another initiative, Best of the Barrel. I wanted to ask about the progress on that.

We have it in 75 stores right now. We are in a test where we have added, as I mentioned, the lunch and dinner skillets. The breakfast skillets added so well when we added them to Best of the Barrel and we lifted them as part of our holiday promotion right now. We have now layered in the lunch dinner skillets which are also doing very well in the tests. So one of the things that is coming out of all the product menu work is we seem to get some benefit when we have news and excitement around our products which is sort of a no brainer, but we haven’t done as much of that in the past as we plan to going forward. So the test is running in parallel to the promotion of the breakfast skillets and we have some decision points early next calendar year in terms of how we want to move this thing forward. There are components of it that work really well. Overall, as I have said in the past we are not getting the total results we expected but I think this new product thing is probably going to offset that. So we are going to get more news from our overall product activity. Stephen Anderson – MKM Partners LLC: Talking about another initiative, the [KMS]. Has that been delayed as well by your decision for some of the capEx spending?

Did you say KDA? I mentioned in a previous question we are looking at a modified form of that as this monitor we are looking at the measure the speed through the window. So it is kind of morphed into a different application, one that we think is going to have a pretty big effect pretty quickly.

The next question comes from Jake [Krandlemeyer] – Ramsey Asset Management. Jake [Krandlemeyer] – Ramsey Asset Management: Can you disclose the ratios on the debt to trailing 12 month EBITDA and interest expense?

No. We haven’t done that. We have said we are comfortable. Our banks obviously know the numbers and they are comfortable. That is where we are. Jake [Krandlemeyer] – Ramsey Asset Management: So you are not going to disclose it in the Q either?

We don’t plan to. Jake [Krandlemeyer] – Ramsey Asset Management: Is there something about it that would make it different than just doing simple math?

There are a few nuances in our calculations that are in our covenant agreements but I think directionally you could get there from stuff that is public information. Jake [Krandlemeyer] – Ramsey Asset Management: Obviously for the equity holders this is maybe more important than the 5% of the call you devoted to it, have you entered discussions with the banks at all in terms of at the end of the fiscal year the ratios get harder. So is that something that is negotiable? Are you able to disclose anything on that? How does paying the dividend, obviously that is a board level decision, but is there anything you can talk about in terms of cutting back the dividend to have a little bit more flexibility with respect to the ratios?

First of all we are not trying to hide something here that is bad, nor are we trying to under-discuss it. We see no need. We spend a lot of time in this environment updating our projections for the year and looking at the specific things we are going to do. You have seen today with our guidance and hopefully with our discussion the outcome of all that. With those actions and those outcomes we are comfortable with where we are in our debt covenants. So there is no need to be looking at contingency plans at this point. Obviously it is something we will continue to monitor because as I said a few minutes ago the biggest variable for the whole industry and obviously we are going to move with the industry, is going to be sales. I don’t see personally a lot of catalysts for industry wide sales improvement out there. So what we are doing is focusing on what we can do to control our own destiny. I hope that is helpful. I think the dividend is part of our overall assessment of where we have been and our guidance and our comfort level with the covenants.

The next question comes from Brian Elliott – Raymond James Investments. Brian Elliott – Raymond James Investments : A quick question on the non-stock comp expense which ahs fallen a bit here. What level would be embedded in the guidance that was updated today?

It almost sounds like I am dodging the question but the level that is in there is based on the operating income numbers that are part of the guidance. In other words, it is all consistent. Brian Elliott – Raymond James Investments : My question is, with the $1.7 million drop we saw in the first quarter is it fair to annualize that number which would bring it down substantially year-over-year or will there be an increase sequentially in the amount of non-stock comp expense as we look out through the rest of the year?

I think the $1.7 million you are referring to is the total drop in G&A? Brian Elliott – Raymond James Investments : No, I’m referring to the stock comp expense in the cash flow statement was $1.721 million in the first quarter.

While everybody is looking at that I would say overall and go back to the general statement, I know you want some more detail, but the general statement we have G&A expected to be flat in dollar terms includes the benefit. Brian Elliott – Raymond James Investments : The benefit of this, right. I’m just trying to get a feel for exactly what that benefit is. If you don’t have it I can get it off line.

The drop is 500, right? Brian Elliott – Raymond James Investments : It is actually almost 600 year-over-year and about 150 sequentially from Q4. 130.

I’m looking at 1721. Brian Elliott – Raymond James Investments : I was just looking for a range of full-year but I can get it offline rather than take time on the call here.

The next question comes from Thomas [Haynes] – Imperial Capital. Thomas [Haynes] – Imperial Capital: Just a follow-up question on your debt. Can you tell me how much you have drawn on your revolver and how much capacity you have?

At the end of the quarter we have about $32 million on the revolver. We have $250 million facility which is reduced a little bit by letters of credit that are necessary. Thomas [Haynes] – Imperial Capital: The $32 million is drawn out now, is that the only portion of your current obligations? Or are there additional on top of that?

We have mandatory payments of about $6.7 million left for the year. A $9 million annual requirement so we have three more quarters. Thomas [Haynes] – Imperial Capital: How many shares are outstanding on your balance sheet at quarter end?

Diluted shares 22.6 million. On the balance sheet 22.375.

The next question comes from Jack Wagner – MJX Asset Management. Jack Wagner – MJX Asset Management : Did you say your percentage of costs that are contracted for the year are 75%?

Yes. Jack Wagner – MJX Asset Management : The costs that are contracted for how does that compare to last year?

It is a little bit lower. Jack Wagner – MJX Asset Management : And what would you say is the mix of your variable and fixed costs? Percentage.

On the whole P&L structure? I can answer it indirectly. The flow through from an incremental dollar is 36% on a marginal dollar. Jack Wagner – MJX Asset Management : So the variable cost would be 36%?

No. I’m just trying to answer the question. The flow through is 36. Presumably the cost is 64 variable. Jack Wagner – MJX Asset Management : Regarding the comparison to [Naptrack] are you talking about the same store sales?

Traffic. We mentioned our restaurant traffic against [Naptrack] casual dining traffic. Jack Wagner – MJX Asset Management : And what was [Naptrack’s] average index on the traffic side?

In the quarter? I don’t have those numbers off the top of my head. I’m hesitant to offer those numbers since they are not ours. Jack Wagner – MJX Asset Management : But your traffic was down around 7% I would say?

For the quarter we were down 6.5%.

As we said we were better than [Naptrack] for the quarter.

There are no further questions at this time. I would like to turn the call back over to Mr. Woodhouse for any additional or closing comments.

Thank you everyone for joining us. These are difficult times in general and certainly difficult for the restaurant industry. I hope that between our release, our remarks and question-and-answer today we have conveyed a sense of making real progress and being on top of the operating side of our business in this really tough environment as it shows up in our margins and also that we will continue to focus on the long-term at the same time. We really do believe we will continue to do better than average. Thanks again. We’ll talk you again next time.

That does conclude the conference call. You may disconnect at this time.