-----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, T8ZYxbB0YiMWmaA+24Am964mzCns8SgqanBe9zQCZvdVb7VjXyhYn1hN1VEPcbJ0 gvbNvlcmEpngWanmB6hSRg== 0000798935-96-000005.txt : 19960913 0000798935-96-000005.hdr.sgml : 19960913 ACCESSION NUMBER: 0000798935-96-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19960912 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-14998 FILM NUMBER: 96629096 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 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 July 31, 1996 Commission File Number 33-7870-NY Travel Ports of America, Inc. New York 16-1128554 3495 Winton Place, Building C, Rochester, New York 14623 716-272-1810 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 July 31, 1996 Common Stock, Par Value $.01 Per Share 5,254,424 TRAVEL PORTS OF AMERICA, INC. INDEX Page PART I Financial Information Balance Sheets, July 31, 1996 (unaudited) and April 30, 1996............................ 3 Statement of Income (unaudited), quarter ended July 31, 1996 and 1995.................... 4 Statement of Cash Flows (unaudited), three months ended July 31, 1996 and 1995.............. 5 Notes to Financial Information..................... 6 Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 7 PART II Other Information Index to Exhibits and Legal Proceedings............ 9 Signatures......................................... 13 TRAVEL PORTS OF AMERICA, INC. BALANCE SHEET (UNAUDITED) 7/31/96 4/30/96 ASSETS CURRENT ASSETS: CASH AND EQUIVALENTS $ 1,945,274 $ 1,667,062 ACCOUNTS RECEIVABLE, LESS ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $256,000 AT JULY 1996 AND $208,000 AT APRIL 1996 4,276,076 4,357,246 NOTES RECEIVABLE 50,783 56,915 INVENTORIES 5,781,183 5,333,829 PREPAID AND OTHER CURRENT ASSETS 1,354,929 1,052,626 DEFERRED TAXES - CURRENT 371,800 371,800 TOTAL CURRENT ASSETS 13,780,045 12,839,478 NOTES RECEIVABLE, DUE AFTER ONE YEAR 2,067,949 2,071,671 PROPERTY, PLANT AND EQUIPMENT, NET 39,019,589 35,976,800 COST IN EXCESS OF UNDERLYING NET ASSET VALUE OF ACQUIRED COMPANIES 1,952,448 1,968,496 OTHER ASSETS, NET 2,349,460 2,422,159 $59,169,491 $55,278,604 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: SHORT-TERM DEBT DUE BANKS $ $ CURRENT PORTION OF LONG-TERM DEBT 2,848,155 2,756,102 ACCOUNTS PAYABLE 7,682,590 5,994,740 ACCOUNTS PAYABLE - AFFILIATE 1,084,229 747,939 INCOME TAXES PAYABLE 315,092 ACCRUED COMPENSATION 1,438,534 1,460,862 ACCRUED SALES AND FUEL TAX 2,003,025 1,247,586 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 901,101 1,156,856 TOTAL CURRENT LIABILITIES 16,272,726 13,364,085 LONG TERM DEBT 22,552,832 22,284,257 CONVERTIBLE SUBORDINATED DEBENTURES 4,650,000 4,650,000 DEFERRED INCOME TAXES 894,200 894,200 TOTAL LIABILITIES 44,369,758 41,192,542 SHAREHOLDERS' EQUITY COMMON STOCK, $.01 PAR VALUE AUTHORIZED - 10,000,000 SHARES, ISSUED AND OUTSTANDING AT JULY 1996 - 5,254,424 AND APRIL 1996 -5,239,124 52,544 52,391 ADDITIONAL PAID-IN CAPITAL 3,836,546 3,813,429 RETAINED EARNINGS 10,910,643 10,220,242 TOTAL SHAREHOLDERS' EQUITY 14,799,733 14,086,062 $59,169,491 $55,278,604 TRAVEL PORTS OF AMERICA, INC. STATEMENT OF INCOME (UNAUDITED) QUARTER ENDED JULY 31 1996 1995 NET SALES AND OPERATING REVENUE $ 46,488,936 $ 38,126,668 COST OF GOODS SOLD 34,840,378 28,396,630 GROSS PROFIT 11,648,558 9,730,038 OPERATING EXPENSE 8,740,139 7,297,158 GENERAL AND ADMINISTRATIVE EXPENSE 1,150,698 973,835 INTEREST EXPENSE 614,004 677,199 OTHER INCOME, NET (54,384) (299,121) 10,450,457 8,649,071 INCOME BEFORE TAXES 1,198,101 1,080,967 PROVISION FOR TAXES ON INCOME 507,700 460,700 NET INCOME $ 690,401 $ 620,267 PER SHARE DATA: NET INCOME PER SHARE - PRIMARY $0.13 $0.12 NET INCOME PER SHARE - FULLY DILUTED $0.11 $0.10 WEIGHTED AVERAGE SHARES OUTSTANDING - PRIMARY 5,397,548 5,333,771 WEIGHTED AVERAGE SHARES OUTSTANDING - FULLY DILUTED 6,981,297 6,907,006 TRAVEL PORTS OF AMERICA, INC. STATEMENT OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED JULY 31 1996 1995 OPERATING ACTIVITIES: NET INCOME $ 690,401 $ 620,267 DEPRECIATION AND AMORTIZATION 746,719 653,894 PROVISION FOR LOSSES ON ACCOUNT RECEIVABLE 37,739 17,309 GAIN ON SALE OF ASSETS (190,880) CHANGES IN OPERATING ASSETS AND LIABILITIES - ACCOUNTS RECEIVABLE 43,431 (102,375) INVENTORIES (447,354) 604,292 PREPAID AND OTHER CURRENT ASSETS (302,303) (314,581) ACCOUNTS PAYABLE 2,024,140 (1,670,814) ACCRUED COMPENSATION (22,328) (314,233) ACCRUED SALES AND FUEL TAX 755,439 130,409 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (255,755) (3,313) CHANGES IN INCOME TAXES PAYABLE 315,092 352,181 CHANGES IN OTHER NON-CURRENT ASSETS 34,598 4,601 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,619,819 (213,243) INVESTING ACTIVITIES: EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT (3,735,359) (2,055,814) PROCEEDS FROM DISPOSITION OF PROPERTY, PLANT AND EQUIPMENT 266,461 NET PROCEEDS RECEIVED ON NOTES RECEIVABLE 9,854 22,238 NET CASH USED IN INVESTING ACTIVITIES (3,725,505) (1,767,115) FINANCING ACTIVITIES: NET SHORT-TERM BORROWINGS 207,000 PRINCIPAL PAYMENTS ON LONG-TERM DEBT (599,372) (650,250) PROCEEDS FROM LONG-TERM BORROWING 960,000 PROCEEDS FROM EXERCISE OF STOCK OPTIONS 23,270 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 383,898 (443,250) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 278,212 (2,423,608) CASH AND EQUIVALENTS - BEGINNING OF PERIOD 1,667,062 7,593,798 CASH AND EQUIVALENTS - END OF PERIOD $1,945,274 $5,170,190 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION CASH PAID DURING THE PERIOD: INTEREST PAID $ 676,218 $ 663,691 INCOME TAXES PAID $ 62,011 $ 105,000 TRAVEL PORTS OF AMERICA, INC. NOTES TO FINANCIAL INFORMATION JULY 31, 1996 NOTE 1 BASIS OF PRESENTATION The unaudited financial information has been prepared in accordance with the Summary of Accounting Policies of the Company as outlined in Form 10-K filed for the year ended April 30, 1996, and should be read in conjunction with the Notes to Financial Statements appearing therein. 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 July 31, 1996 and the results of operations for the three months ended July 31, 1996 and 1995. The financial information is based in part on estimates and has not been audited by independent accountants. The annual statements will be audited by Price Waterhouse LLP. NOTE 2 INVENTORIES Major classifications of inventories are as follows: July 31, 1996 April 30, 1996 At first-in, first-out (FIFO) cost: Petroleum Products $1,343,792 $ 925,239 Store Merchandise 1,959,718 1,960,961 Parts for repairs and tires 1,966,318 1,884,512 Other 511,355 563,117 $5,781,183 $5,333,829 NOTE 3 EARNINGS PER SHARE Primary earnings per share is computed by dividing net income by the weighted average number of common, and when applicable, common equivalent shares outstanding during the period. Fully diluted earnings per share include the dilutive impact of common equivalent shares and the convertible debentures. NOTE 4 FINANCING AGREEMENTS The Company's primary lending institution has renewed its commitment for the Company's existing line of credit until August 31, 1997. The line of credit is limited to the lesser of $2,750,000 or the sum of 80% of the Company's accounts receivable under 90 days old, plus 45% of the Company's inventory. On December 21, 1995, the Company entered into an agreement with its primary lender that provided a construction line of credit in the amount of $3,500,000 for the construction of the Harborcreek facility. During September 1996, the Company will close permanent financing in the amount of $6,000,000, based upon a 15 year amortization and a 10 year balloon. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: First Quarter ended July 31, 1996 and 1995 Sales from operations were $46,488,936 for the first quarter of fiscal 1997, an increase of $8,362,268, or 22%, from the first quarter of last year. We opened our new travel plaza in Harborcreek, Pennsylvania on June 15, 1996. In addition we operated the travel plaza in Baltimore, Maryland for the full quarter. The facility in Fairplay, South Carolina was sold on June 15, 1995. These changes in locations resulted in a net increase in sales of $4,940,000. Sales from a same unit basis increased $3,422,000 or 9%. On a same unit basis diesel gallons increased 4% while diesel dollar sales increased 12%. Gross profit for the first quarter was $11,648,558 which was an increase of $1,918,520, or 20%, from the prior year. The change in number of locations noted above also increased gross profit in the amount of $1,323,000. More importantly same unit gross profit was up $596,000 or 6%. This increase was reflected in all sales categories. Operating expenses of $8,740,139 for the first quarter were $1,442,981 or 20% more than last year. Of this increase, $1,220,000 related to the change in number of locations. The same unit operating expenses increased $223,000 or 3%. General and administrative expenses for the quarter of $1,150,698 increased $176,863 or 18% from last year. The increase relates primarily to increased compensation. Other income, net decreased $244,737 as a result of (a) the gains from last year's sale of two properties, not present this year and (b) a decrease in interest income as a result of lower cash levels this year. Interest expense decreased from last year by $63,195 as a result of the lower prime rate. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES The Company's cash position increased by $278,212 to $1,945,274 during the three months ended July 31, 1996. Cash from operations was $3,619,819 for the quarter compared to a $213,243 use of cash in the prior year. Increased cash from operations is primarily due to improved operating results combined with the timing of payments associated with the construction of Harborcreek and the gain on sale in the prior year. Investing activities resulted in a net use of $3,725,505. Capital expenditures during the first three months of fiscal 1997 were $3,735,359 primarily from the completion of the Harborcreek travel plaza. Financing activities for the first three months of fiscal 1997 provided $383,898 as funds were advanced through borrowings for the Harborcreek facility. Principal payments on long-term debt were $599,372. The Company's primary lending institution has renewed its commitment for the Company's existing line of credit until August 31, 1997. The line of credit is limited to the lesser of $2,750,000 or the sum of 80% of the Company's accounts receivable under 90 days old, plus 45% of the Company's inventory. As of July 31, 1996, the Company has utilized $200,000 of its available line of credit as collateral for various letters of credit in addition to the $2,221,000 outstanding on the line. The amount outstanding on the line is classified as long-term debt as it relates to the financing of Harborcreek. On December 21, 1995, the Company entered into an agreement with its primary lender that provided a construction line of credit in the amount of $3,500,000 for the construction of the Harborcreek facility. During September 1996, the Company will close permanent financing in the amount of $6,000,000 based upon a 15 year amortization and a 10 year balloon. Authorized, but unissued stock is available for financing needs; however, there are no current plans to use this source. TRAVEL PORTS OF AMERICA, INC. PART II -- OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company is not presently a party to any other litigation (i) that is not covered by insurance or (ii) which singly or in the aggregate would have a material adverse effect on the Company's financial condition and results of operations, and management has no knowledge that any other litigation has been threatened. Item 2. CHANGES IN SECURITIES None Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS (2) Plan of acquisition, reorganization, agreement, liquidation, or succession Not applicable (3) Articles of Incorporation and By-laws Exhibit 3-a and exhibit 3-b to the Company's Registration Statement on Form S-18, File No. 33-7870-NY are incorporated herein by reference with respect to the Restated Certificate of Incorporation and By-laws of the Company. Certificate of Amendment of Certificate of Incorporation changing the name of the Corporation, is incorporated herein by reference to Exhibit 3-c of the Company's report of Form 10-K dated July 27, 1993. (4) Instruments defining the rights of security holders, including indentures Exhibit 4-a, Form of Common Stock Certificate, to the Company's Registration Statement on Form S-18, File No. 33-7870-NY is incorporated herein by reference with respect to instruments defining the rights of security holders. Exhibit 4-c, Form of Indenture dated as of January 24, 1995, between Travel Ports of America, Inc. and American Stock Transfer and Trust Company, as Trustee, with respect to up to $5,000,000 principal amount of 8.5% Convertible Senior Subordinated Debentures due January 15, 2005 is incorporated by reference to Exhibit 4-c to the Company's Current Report on Form 8-K dated February 15, 1995. Exhibit 4-d, Form of Warrant to purchase Common Stock is incorporated by reference to Exhibit 4-d to the Company's Current Report on Form 8-K dated February 15, 1995. (11) Statement re: computation of earnings per share Computation of earnings per share is set forth in Exhibit (11) on page 12 of this report. (15) Letter re: unaudited interim financial information Not applicable (18) Letter re: change in accounting principals Not applicable (19) Previously unfiled documents None (20) Report furnished to security holders Not applicable (22) Published report regarding matters submitted to vote of security holders None (23) Consents of experts and counsel Not applicable (24) Power of attorney None (27) Financial Data Schedule Exhibit (27) on page 14 of this report. (99) Additional exhibits None (b) REPORT ON FORM 8-K None EXHIBIT (11) COMPUTATION OF PRIMARY EARNINGS PER SHARE FOR THE QUARTER ENDED JULY 31, 1996 Net income per share was computed by dividing net income by the weighted average number of common shares outstanding and common stock equivalents. Total Options Average Average Qtr. Ended Below Market Option Price Market Price Shares 7/31/96 499,176 $2.12 $2.97 143,124 Average number of shares outstanding 5,254,424 5,397,548 Net income per common and common equivalent share $.13 COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE FOR THE QUARTER ENDED JULY 31, 1996 Net income per share was computed by dividing net income by the weighted average number of common shares outstanding, common stock equivalents, and the assumed conversion of the convertible debentures. Total Options Average Period End Qtr. Ended Below Market Option Price Market Price Shares 7/31/96 499,176 $2.12 $3.28 176,873 Additional shares due to assumed exercise of convertible debentures 1,550,000 Average number of shares outstanding 5,254,424 6,981,297 Net income for quarter ended 7/31/95 $690,401 Interest on convertible debentures 59,288 $749,689 Net income per common and common equivalent share - fully diluted $.11 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: September 12, 1996 s/ John M. Holahan John M. Holahan, President Date: September 12, 1996 s/ William Burslem III William Burslem III Vice President EX-27 2
5 1-MO APR-30-1997 JUL-31-1996 1,945,274 0 4,276,076 256,408 5,781,183 13,780,045 59,911,836 20,892,247 59,169,491 16,272,726 27,202,832 0 0 52,544 14,747,189 59,169,491 46,488,936 46,488,936 34,840,378 34,840,378 9,890,837 37,739 614,004 1,198,101 507,700 690,401 0 0 0 690,401 .13 .11
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