-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJGxnucuZG77sgvHqPXc250d1mRx/zK5/ig2ThpkN3r7SpYj2FEJtBymjDkvsFHn QLrzdCFNDhspFbiv4p10Pg== 0000798935-99-000002.txt : 19990316 0000798935-99-000002.hdr.sgml : 19990316 ACCESSION NUMBER: 0000798935-99-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVEL PORTS OF AMERICA INC CENTRAL INDEX KEY: 0000798935 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 161128554 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14998 FILM NUMBER: 99564896 BUSINESS ADDRESS: STREET 1: 3495 WINTON PL BLDG C CITY: ROCHESTER STATE: NY ZIP: 14623 BUSINESS PHONE: 7162721810 MAIL ADDRESS: STREET 2: 3495 WINSTON PLACE BUILDING C CITY: ROCHESTER STATE: NY ZIP: 14623 FORMER COMPANY: FORMER CONFORMED NAME: ROADWAY MOTOR PLAZAS INC DATE OF NAME CHANGE: 19911219 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDING 1/31/99 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended January 31, 1999 Commission File Number 0-14998 Travel Ports of America, Inc. (Exact name of registrant as specified in its charter) New York 16-1128554 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3495 Winton Place, Building C, Rochester, New York 14623 - -------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) 716-272-1810 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Class Outstanding at March 1, 1999 ----- ---------------------------- Common Stock, Par Value $.01 Per Share 6,673,529 TRAVEL PORTS OF AMERICA, INC. INDEX PART I Financial Information Page Item 1. Consolidated Balance Sheets, January 31, 1999 (unaudited) and April 30, 1998.......................... 3 Consolidated Statements of Income (unaudited), quarter and nine months ended January 31, 1999 and 1998.................. 4 Consolidated Statements of Cash Flows (unaudited), nine months ended January 31, 1999 and 1998......................... 5 Notes to Financial Information................................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................ 8 PART II Other Information Item 6. Exhibits and Report on Form 8-K.......................... 11 Signatures....................................................... 12 PART I - FINANCIAL INFORMATION Item 1. Financial Statements TRAVEL PORTS OF AMERICA, INC. CONSOLIDATED BALANCE SHEETS
(UNAUDITED) 1/31/99 4/30/98 ASSETS CURRENT ASSETS: CASH AND EQUIVALENTS $3,571,466 $4,082,203 ACCOUNTS RECEIVABLE, LESS ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $170,000 AT JANUARY 1999 AND $158,000 AT APRIL 1998 4,879,087 4,167,966 NOTES RECEIVABLE 32,741 30,346 INVENTORIES 6,452,123 5,726,512 PREPAID AND OTHER CURRENT ASSETS 738,215 884,864 INCOME TAXES RECEIVABLE 214,676 DEFERRED TAXES - CURRENT 532,000 532,000 ---------------- --------------- TOTAL CURRENT ASSETS 16,205,632 15,638,567 NOTES RECEIVABLE, DUE AFTER ONE YEAR 551,580 575,548 PROPERTY, PLANT AND EQUIPMENT, NET 45,191,090 44,597,242 COST IN EXCESS OF UNDERLYING NET ASSET VALUE OF ACQUIRED COMPANIES 1,791,974 1,840,116 OTHER ASSETS, NET 1,906,599 2,161,255 --------------- --------------- $65,646,875 $64,812,728 ================ =============== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: CURRENT PORTION OF LONG-TERM DEBT $3,453,081 $3,336,265 ACCOUNTS PAYABLE 8,409,677 6,669,874 ACCOUNTS PAYABLE - AFFILIATE 236,263 INCOME TAXES PAYABLE 251,205 ACCRUED COMPENSATION 1,635,909 1,900,184 ACCRUED SALES AND FUEL TAX 1,924,594 1,806,814 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 1,118,032 938,720 ---------------- --------------- TOTAL CURRENT LIABILITIES 16,792,498 14,888,120 LONG TERM DEBT 19,329,128 22,322,369 CONVERTIBLE SUBORDINATED DEBENTURES 5,461,667 6,054,167 DEFERRED INCOME TAXES 2,647,400 2,647,400 ---------------- --------------- TOTAL LIABILITIES 44,230,693 45,912,056 ---------------- --------------- SHAREHOLDERS' EQUITY COMMON STOCK, $.01 PAR VALUE AUTHORIZED - 10,000,000 SHARES, ISSUED AND OUTSTANDING AT JANUARY 31, 1999 - 6,559,409 AND APRIL 30, 1998 - 6,302,596 65,594 63,026 ADDITIONAL PAID-IN CAPITAL 8,015,254 7,337,021 RETAINED EARNINGS 13,335,334 11,500,625 ---------------- --------------- TOTAL SHAREHOLDERS' EQUITY 21,416,182 18,900,672 --------------- -------------- $65,646,875 $64,812,728 ================ ===============
TRAVEL PORTS OF AMERICA, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED NINE MONTHS ENDED JANUARY JANUARY 1999 1998 1999 1998 NET SALES AND OPERATING REVENUE $49,131,644 $50,637,375 $154,345,696 $161,767,434 COST OF GOODS SOLD 36,740,152 39,118,762 116,339,996 124,401,878 -------------- --------------- -------------- -------------- GROSS PROFIT 12,391,492 11,518,613 38,005,700 37,365,556 -------------- --------------- -------------- -------------- OPERATING EXPENSE 9,417,301 9,199,824 29,074,122 28,292,090 GENERAL AND ADMINISTRATIVE EXPENSE 1,282,523 1,150,101 3,964,541 3,710,196 INTEREST EXPENSE 677,268 779,371 2,154,668 2,379,978 OTHER INCOME, NET (33,976) (186,364) (110,740) (380,800) -------------- -------------- -------------- --------------- 11,343,116 10,942,932 35,082,591 34,001,464 -------------- --------------- -------------- --------------- INCOME BEFORE TAXES 1,048,376 575,681 2,923,109 3,364,092 PROVISION FOR TAXES ON INCOME 393,700 239,600 1,088,400 1,394,000 -------------- --------------- -------------- -------------- NET INCOME $654,676 $336,081 $1,834,709 $1,970,092 ============== =============== ============== ============== PER SHARE DATA: NET INCOME PER SHARE - BASIC $0.10 $0.05 $0.28 $0.32 ============== =============== ============== ============== NET INCOME PER SHARE - DILUTED $0.08 $0.05 $0.24 $0.26 ============== =============== ============== =============== SHARES OUTSTANDING - BASIC 6,552,911 6,146,130 6,540,416 6,085,721 ============== =============== ============== ============== SHARES OUTSTANDING - DILUTED 8,639,957 8,607,661 8,616,360 8,293,105 ============== =============== ============== ==============
TRAVEL PORTS OF AMERICA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED JANUARY 31 1999 1998 OPERATING ACTIVITIES: NET INCOME $1,834,709 $1,970,092 DEPRECIATION AND AMORTIZATION 2,832,579 2,596,407 CHANGES IN OPERATING ASSETS AND LIABILITIES - ACCOUNTS RECEIVABLE (711,121) (316) INVENTORIES (725,611) (756,794) PREPAID AND OTHER CURRENT ASSETS 146,649 188,191 ACCOUNTS PAYABLE 1,503,540 546,498 ACCRUED COMPENSATION (264,275) (253,987) ACCRUED SALES AND FUEL TAX 117,780 (59,963) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 186,813 123,339 INCOME TAXES PAYABLE/RECEIVABLE 465,881 1,084,191 OTHER NON-CURRENT ASSETS 150,376 18,365 ---------------- ---------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,537,320 5,456,023 ---------------- ---------------- INVESTING ACTIVITIES: EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT (3,279,254) (4,970,597) PROCEEDS FROM DISPOSITION OF PROPERTY, PLANT AND EQUIPMENT 5,248 77,037 NET PROCEEDS RECEIVED ON NOTES RECEIVABLE 21,573 165,700 ---------------- ---------------- NET CASH USED IN INVESTING ACTIVITIES (3,252,433) (4,727,860) ---------------- ---------------- FINANCING ACTIVITIES: NET SHORT-TERM DEBT BORROWING 185,000 PRINCIPAL PAYMENTS ON LONG-TERM DEBT (2,876,425) (2,387,613) PROCEEDS FROM LONG-TERM BORROWING 1,900,000 PROCEEDS FROM VALUE ASSIGNED TO WARRANTS 100,000 PRINCIPAL PAYMENT ON DEBENTURES (11,000) PROCEEDS FROM EXERCISE OF STOCK OPTIONS/WARRANTS 73,443 118,615 PROCEEDS FROM SHAREHOLDER SUIT 18,358 ---------------- ---------------- NET CASH USED IN FINANCING ACTIVITIES (2,795,624) (83,998) ---------------- ---------------- NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (510,737) 644,165 CASH AND EQUIVALENTS - BEGINNING OF PERIOD 4,082,203 3,134,871 ---------------- ---------------- CASH AND EQUIVALENTS - END OF PERIOD $3,571,466 $3,779,036 ================ ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION CASH PAID DURING THE PERIOD: INTEREST PAID $2,287,567 $2,323,751 INCOME TAXES PAID $588,178 $788,803
TRAVEL PORTS OF AMERICA, INC. NOTES TO FINANCIAL INFORMATION JANUARY 31, 1999 NOTE 1 BASIS OF PRESENTATION The unaudited consolidated financial information has been prepared in accordance with the Summary of Accounting Policies of the Company as outlined in the Form 10-K filed for the year ended April 30, 1998, and should be read in conjunction with the Notes to Financial Statements appearing therein. The consolidated financial information includes the accounts of Travel Ports of America, Inc. and its wholly owned subsidiaries, Travel Port Franchising, Inc. and Travel Port Systems, Inc., after elimination of all significant intercompany transactions. In the opinion of management, the unaudited financial information contains all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's financial position as of January 31, 1999 and for the three months and nine months ended January 31, 1999 and 1998. The financial information is based in part on estimates and has not been audited by independent accountants. PricewaterhouseCoopers LLP will audit the annual statements. NOTE 2 INVENTORIES Major classifications of inventories are as follows: January 31, 1999 April 30, 1998 At first-in, first-out (FIFO) cost: Petroleum Products $1,047,539 $ 837,080 Store Merchandise 2,648,613 2,385,387 Parts for repairs and tires 2,054,093 1,823,610 Other 701,878 680,435 ---------- ---------- $6,452,123 $5,726,512 ========== ========== NOTE 3 EARNINGS PER SHARE Basic EPS excludes the effect of common stock equivalents and is computed by dividing income available to common shareholders by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could result if securities or other contracts to issue common stock were exercised or converted into common stock. For quarter ended January 31 1999 1998 BASIC EARNINGS PER SHARE: Income applicable to common stock $ 654,676 $ 336,081 Weighted average common stock outstanding 6,552,911 6,146,130 Basic earnings per common share $ .10 $ .05 DILUTED EARNINGS PER SHARE: Income applicable to common stock $ 654,676 $ 336,081 interest expense on convertible debentures 68,693 74,220 ----------- ------------- $ 723,369 $ 410,301 =========== =========== Weighted average common stock outstanding 6,552,911 6,146,130 Options and warrants 229,572 366,818 Convertible debentures 1,857,474 2,094,713 8,639,957 8,607,661 Diluted earnings per common share $ .08 $ .05 =============== ============== For nine months ended January 31 1999 1998 BASIC EARNINGS PER SHARE: Income applicable to common stock $1,834,709 $1,970,092 Weighted average common stock outstanding 6,540,416 6,085,721 Basic earnings per common share $ .28 $ .32 DILUTED EARNINGS PER SHARE: Income applicable to common stock $1,834,709 $1,970,092 interest expense on convertible debentures 207,564 192,796 ------------ ------------ $2,042,273 $2,162,888 ============ ============ Weighted average common stock outstanding 6,540,416 6,085,721 Options and warrants 218,470 334,220 Convertible debentures 1,857,474 1,873,164 8,616,360 8,293,105 Diluted earnings per common share $ .24 $ .26 =========== ============ NOTE 4 FINANCING AGREEMENTS The Company's primary lending institution has renewed its commitment for the Company's existing line of credit until September 28, 1999. The regular line of credit is limited to the lesser of $3,750,000 or the sum of 80% of the Company's accounts receivable under 90 days old, plus 45% of the Company's inventory. As of January 31, 1999, the Company had utilized $200,000 of its available line of credit as collateral for various letters of credit. In addition the Company has a $4,500,000 line of credit available from its primary lender for capital expenditures. The capital line of credit calls for interest only at prime plus 1/4% until September 28, 1999. At that time the line can be repaid or amortized over 42 months with interest at an increment over prime or LIBOR based upon funded debt to EBITDA. No advances have been made against the capital line of credit. During the first quarter, the Company called $450,000 of the 8.5% convertible senior subordinated debentures due January 15, 2005. The holders of $589,000 in debentures elected to convert their debentures into common stock of the Company and holders of $11,000 in debentures elected payment in cash. Subsequent to January 31, 1999, holders of $296,000 in debentures have converted their debentures into common stock of the Company. NOTE 5 SUBSEQUENT EVENT On February 26, 1999, the Company announced the execution of a merger agreement with TravelCenters of America, Inc. and TP Acquisition, Inc., a wholly-owned subsidiary of TravelCenters. Under the terms of the merger agreement, TravelCenters will acquire Travel Ports through the merger of TP Acquisition with and into Travel Ports, with Travel Ports continuing as the surviving corporation. TravelCenters will pay $4.30 for each outstanding common share of Travel Ports in connection with the merger. In addition, TravelCenters entered into an agreement with Travel Ports Chairman and CEO E. Philip Saunders pursuant to which he will exchange approximately 653,000 common shares of Travel Ports for shares of TravelCenters in an amount equal to between two and three percent of the outstanding TravelCenters voting shares. The share exchange will take place immediately prior to the consummation of the merger. The merger is expected to be completed during the second calendar quarter of this year, subject to regulatory and shareholder approvals, as well as the satisfaction of selective due diligence matters and other customary closing conditions. The Company filed a Form 8-K Report on March 10, 1999 that provided the complete press release and merger agreement. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: Third Quarter ended January 31, 1999 and 1998 Sales from operations were $49,131,644 for the third quarter of fiscal 1999, down $1,505,731, or 3.0%, from the third quarter of last year, primarily as a result of lower diesel fuel prices. The average price per gallon of diesel fuel was $.17 lower than last year. If diesel pricing had remained constant with last year, the Company's sales for the quarter would have been approximately $5,300,000 greater. Diesel gallons sold increased 13.8% for the quarter. A similar effect was true for gasoline but with a smaller impact. The lower retail price of gasoline amounted to approximately $525,000 in reduced sales while gallons sold increased .7%. Convenience store and fast food sales increased 10.1%, travel store sales increased 9.3%, restaurant sales increased 6.4%, and shop sales increased 9.5%. Gross profit for the third quarter was $12,391,492, an increase of $872,879, or 7.6%, from the prior year. Diesel margins per gallon were consistent with last year, but gross profit dollars increased as a result of the greater number of gallons sold. Gross profit also improved from the sales increases noted above and improved margins in the shops. Operating expenses of $9,417,301 for the third quarter were $217,477, or 2.4% more than last year. Salary and wages to the work force account for the majority of the increase. General and administrative expenses for the quarter were $1,282,523, an increase of $132,422 or 11.5% from last year. Approximately half of the increase is the result of salary and wages. The balance relates to legal fees associated with the Company's exploration of the acquisition of certain restaurant assets and professional fees relating to the implementation of the new accounting software. Third quarter interest expense of $677,268, reflect a decrease of $102,103, or 13.1% from last year as a result of lower interest rates on variable rate debt and on average lower levels of debt. Other income of $33,976 was $152,388 less than last year as a result of the sale of a parcel of land in the third quarter last year. Nine months ended January 31, 1999 and 1998 Sales from operations were $154,345,696 for the first nine months of fiscal 1999, down $7,421,738, or 4.6% from the first nine months of last year. As noted for the quarter, retail selling prices for diesel fuel declined $.15 per gallon from last year. If pricing had remained the same, sales would have been approximately $13,635,000 higher. Sales of diesel gallons increased 8.9% for the first nine months. Retail selling prices on gasoline also declined reducing sales by approximately $2,070,000 or 16.4% on a decline of 1.5% on gallons sold. Restaurant sales were up 5.0%, travel stores sales increased 5.7%, shop sales increased 5.0% and car station and fast food sales were up 7.9%. Gross profit for the first nine months was $38,005,700, an increase of $640,144 or 1.7% from last year. Diesel margins were down from last year with gross profit dollars decreasing despite the increase in gallons. Gasoline gross profit declined slightly as a result of decreased gallons. All other categories increased as a result of the sales increases. Operating expenses were $29,074,122 for the first nine months, an increase of $782,032 or 2.8%. Salary and wages for the work force increased $540,000 or 4.3%. Depreciation expense increased $240,000 as a result of increased capital expenditures. General and administrative expenses of $3,964,541 increased $254,345 or 6.9%. Increases in salary and wages accounted for the majority of the increase. Travel and entertainment expenses and professional fees accounted for the remainder of the increase. Interest expense of $2,154,668 reflect a decrease of $225,310 or 9.5% from last year as a result of lower interest rates on variable rate debt and on average lower levels of debt. Other income of $110,740, decreased $270,060 from the land sale in the third quarter as noted above, as a result of lower interest income and a one-time settlement last year. The Company has completed a review of its operational and financial systems and believes all areas except one (its accounting system) to be Year 2000 compliant. However, new software was acquired for its accounting systems that is Year 2000 compliant and was implemented during the quarter ended October 31, 1998. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES The Company's cash position decreased by $510,737 to $3,571,466 during the nine months ended January 31, 1999. Inventories increased a total of $725,611 due to greater sales activity. Accounts receivable also increased $711,121 as a result of greater sales activity. Accounts payable increased $1,503,540 as a result of the increased inventory and capital expenditures. Income taxes payable increased $465,881. Overall operating activities for the nine months ended January 31, 1999, provided $5,537,320 in cash compared to last year's $5,456,023. Investing activities resulted in a net use of $3,252,433. Capital expenditures during the first nine months of 1999 were $3,279,254, relating to renovation projects at a number of the Company's locations. Financing activities during the first nine months of 1999 used $2,795,624. Principal payments on long term debt amounted to $2,876,425. The Company's primary lending institution has renewed its commitment for the Company's existing line of credit until September 28, 1999. The regular line of credit is limited to the lesser of $3,750,000 or the sum of 80% of the Company's accounts receivable under 90 days old, plus 45% of the Company's inventory. As of January 31, 1999, the Company had utilized $200,000 of its available line of credit as collateral for various letters of credit. In addition the Company has a $4,500,000 line of credit available from its primary lender for capital expenditures. The capital line of credit calls for interest only at prime plus 1/4% until September 28, 1999. At that time the line can be repaid or amortized over 42 months with interest at an increment over prime or LIBOR based upon funded debt to EBITDA. No advances have been made against the capital line of credit. During the first quarter, the Company called $450,000 of the 8.5% convertible senior subordinated debentures due January 15, 2005. The holders of $589,000 in debentures elected to convert their debentures into common stock of the Company and holders of $11,000 in debentures elected payment in cash. Subsequent to January 31, 1999, holders of $296,000 in debentures have converted their debentures into common stock of the Company. TRAVEL PORTS OF AMERICA, INC. PART II -- OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS (11) Statement re: computation of earnings per share Computation of earnings per share is set forth in Exhibit (11) on page 13 of this report. (27) Supplemental Financial Information Exhibit (27) on page 15 of this report. (b) REPORT ON FORM 8-K There were no Current Reports on Form 8-K filed during the quarter ended January 31, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRAVEL PORTS OF AMERICA, INC. Date: March 15, 1999 s/ John M. Holahan ----------------------------------- John M. Holahan, President Date: March 15, 1999 s/ William Burslem III ----------------------------------- William Burslem III Vice President EXHIBIT (11) COMPUTATION OF BASIC EARNINGS PER SHARE FOR THE QUARTER ENDED JANUARY 31, 1999 Net income per share was computed by dividing net income by the weighted average number of common shares outstanding. Shares outstanding at end of November 6,540,995 Shares outstanding at end of December 6,558,329 Shares outstanding at end of January 6,559,409 --------- Average number of shares outstanding 6,552,911 ========= Net income per basic share $ .10 ========= COMPUTATION OF DILUTED EARNINGS PER SHARE FOR THE QUARTER ENDED JANUARY 31, 1999 Net income per share was computed by dividing net income, adjusted for debenture interest, by the weighted average number of common shares outstanding and common stock equivalents. Total Options and Warrants Average Average Qtr. Ended Below Market Exercise Price Market Price Shares - ---------- ------------ -------------- ------------ ------ 1/31/99 792,150 $2.219 $3.125 229,572 Average number of shares outstanding 6,552,911 8.5% convertible debenture 1,354,962 7.81% convertible debenture 502,512 --------- 8,639,957 ========= Net income for quarter ended 1/31/99 $ 654,676 Interest on convertible debentures 68,693 ---------- $ 723,369 ========== Net income per diluted share $ .08 ========== COMPUTATION OF BASIC EARNINGS PER SHARE --------------------------------------- FOR THE NINE MONTHS ENDED JANUARY 31, 1999 Net income per share was computed by dividing net income number of common shares outstanding. Shares outstanding at end of May 6,521,672 Shares outstanding at end of June and July 6,535,767 Shares outstanding at end of August - October 6,537,267 Shares outstanding at end of November 6,540,995 Shares outstanding at end of December 6,558,329 Shares outstanding at end of January 6,559,409 --------- Average number of shares outstanding 6,540,416 ========= Net income per basic share $ .28 COMPUTATION OF DILUTED EARNINGS PER SHARE FOR THE NINE MONTHS ENDED JANUARY 31, 1999 Net income per share was computed by dividing net income, adjusted for debenture interest, by the weighted average number of common shares outstanding and common stock equivalents. Total Options and Warrants Average Average Qtr. Ended Below Market Exercise Price Market Price Shares - ---------- ------------ -------------- ------------------- ------------ 7/31/98 816,937 $2.217 $3.104 233,388 10/31/98 700,957 $2.10 $2.896 192,451 1/31/99 792,150 $2.219 $3.125 229,572 ------- Total for Three Quarters 655,411 ======= Average common stock equivalents outstanding during nine months ended January 31, 1999 218,470 8.5% convertible debenture 1,354,962 7.81% convertible debenture 502,512 Average number of shares outstanding 6,540,416 --------- 8,616,360 ========= Net income for nine months ended 1/31/99 $1,834,709 Interest on convertible debentures, net of tax 207,564 --------- $2,042,273 ========== Net income per diluted share $.24 ==== EX-27 2 FDS --
5 0000798935 TRAVEL PORTS OF AMERICA, INC. 9-MOS APR-30-1999 NOV-01-1998 JAN-31-1999 3,571,466 0 5,049,187 170,100 6,452,123 16,205,632 73,955,585 28,764,495 65,646,875 16,792,498 24,790,795 0 0 65,594 21,350,588 65,646,875 154,345,696 154,345,696 116,339,996 116,339,996 32,839,112 88,811 2,154,668 2,923,109 1,088,400 0 0 0 0 1,834,709 .28 .24
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