22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 1995
Commission file Number 33-7870-NY
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)
Registrant's telephone number (716) 272-1810
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock (Par Value $.01 per share) NASDAQ
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
THIS REPORT CONSISTS OF 45 PAGES.
THE INDEX TO EXHIBITS APPEARS ON PAGE 40.
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.
Yes x No
Indicate by check mark if disclosures of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
the registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-K or any acknowledgment to this Form 10-K.
[x]
The aggregate market value of the voting stock held by
non-affiliates of the Registrant is $13,350,430.25. Market
value is determined by reference to the average of the bid
and ask prices of the Registrant's stock as of the close of
business on June 30, 1995.
Indicate the number of shares outstanding of each of
the Registrant's classes of common stock, as of the close of
business on June 30, 1995.
Class Number of shares outstanding
Common Stock, Par Value 5,209,924
$.01 Per Share
Documents incorporated by reference and the Part of the
Form 10-K into which they are listed here under.
PART OF FORM 10-K DOCUMENT INCORPORATED
Part III
Items 10, 11, 12 and 13 Registrant's Proxy Statement
Directors and Executive for the Annual Meeting of
Officers of the Registrant, Shareholders to be held on
Executive Compensation, October 24, 1995.
Security Ownership of
Certain Beneficial Owners
and Management, and Certain
Relationships and Related
Transactions, respectively.
TRAVEL PORTS OF AMERICA, INC.
TABLE OF CONTENTS
Item
Page
PART I 1 Business......... ................................. 4
2 Properties......................................... 14
3 Legal Proceedings.................................. 14
4 Submission of matters to a vote of Security Holders. 14
PART II 5 Market for the Registrant's Common Equity and
Related Stockholder Matters........................ 15
6 Selected Financial Data............................ 16
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 17
8 Financial Statement and Supplementary Data......... 22
9 Disagreements on Accounting and
Financial Disclosure............................... 38
PART III 10 Directors and Executive Officers of the
Registrant......................................... 38
11 Executive Compensation............................. 38
12 Security Ownership of Certain Beneficial
Owners and Management.............................. 38
13 Certain Relationships and Related Transactions..... 38
PART IV 14 Exhibits, and Financial Statement Schedules........ 39
Signatures......................................... 45
PART I
Item 1. Business
Travel Ports of America, Inc. (Company) operates
thirteen (13) 24-hour per day full service travel plazas and
one (1) mini-travel plaza and one (1) fuel terminal in New
York, New Jersey, North Carolina, New Hampshire, Indiana and
Pennsylvania.
The full service travel plazas sell, both to the
trucking industry and to others, petroleum products (such as
diesel fuel, gasoline and lubricants), and generally include
a truck service and repair shop, a tire and parts center, a
truck wash, scales for weighing trucks, parking facilities,
motel rooms, a family-style restaurant, a travel store,
shower and laundry facilities, game rooms, telephone
facilities, money transfer facilities, a convenience store
at the gasoline pump area, and billing and accounting
services for truck fleet operators. The Company hopes to
continue to attract both the trucking industry and the
general traveling public by maintaining clean, efficient
travel plazas.
Mini-travel plazas represent facilities offering
services for fueling automobiles and trucks, and purchasing
convenience store merchandise and fast food.
The Company's new units will generally be full service
travel plazas. Its acquisition policy is to acquire, to the
extent feasible, facilities providing most or all of the
services that the Company believes are desirable. The
Companys strategic plan calls for continued growth within
its current or surrounding market area through the
acquisition and/or expansion of additional facilities, if
and when, opportunities occur.
The Company derives certain benefits from being the
operator of multiple travel plazas. The Company has the
ability to acquire the products that it sells on a volume
discount basis. Since it buys petroleum products, food and
other merchandise for several facilities, the Company is
often able to acquire such products at discounted prices.
In addition to favorable purchasing, the Company's
multi-unit structure provides marketing opportunities that
might not otherwise be available. In addition to normal
drive-in traffic, truck stop operators, including the
Company, often enter into arrangements with the operators of
truck fleets in which the fleet operator sends all of its
drivers who use an applicable route to a certain travel
plaza, primarily to take advantage of a centralized billing
and accounting system such as that offered by the Company.
By offering several facilities, on different routes, the
Company is in a better position to attract and retain such
arrangements. Also, the Company maintains a sales force that
seeks out and attempts to enter into such arrangements with
fleet operators whose home offices may not be near some of
the Company's facilities.
The products and merchandise purchased and sold by the
Company are not unique and generally can be obtained readily
from a variety of sources at competitive prices. There are
many sources of petroleum products, tires and truck parts,
restaurant food, supplies and merchandise for the Company's
travel and convenience stores. The Company currently buys
petroleum products from major oil companies and from W.W.
Griffith Oil Co., Inc. (Griffith Oil), which is owned by
Sugar Creek Corporation. The principal shareholder and Chief
Executive Officer of the Company owns and operates Sugar
Creek Corporation. The Company buys its restaurant food
primarily from a single unrelated food distributor, and its
other products and merchandise from various suppliers.
Except for the Company's fuel purchase agreements, including
the one with Griffith Oil, which extends through December
1995, all of these arrangements can be terminated at will.
The Company has no customer accounting for more than
three percent (3%) of its sales. Therefore, the loss of any
single customer would not have a materially adverse effect
on the Company's business.
Company Developments
In September 1987 the Company purchased a property
located outside Erie, Pennsylvania on Interstate 90. This
facility was acquired with the intention of building a major
new travel plaza on the property. In October 1989 the
Company acquired approximately 72 acres of land adjacent to
this property. Construction of the new travel plaza is
scheduled to begin in August 1995. This project will be
financed through a combination of cash generated from
operations and bank financing.
In June 1991 the Company signed a franchise agreement
with Choice Hotels International. Under the agreement, the
Company's location in Greencastle, Pennsylvania is
identified as a Friendship Inn and will utilize the Choice
Hotels national registration system. The Company is required
to remit monthly a royalty fee of 2% and a marketing fee of
2% of gross room revenue. The loss of the franchise rights
would not have a material effect on the operations of the
Company.
In July 1992, the Company entered into a $1,875,580
term loan agreement with its secondary lender for the
purpose of refinancing the balance of a mortgage loan due in
1996 and a term loan due in 1992, with the remaining funds
to be used for Bloomsburg, Pennsylvania improvements.
Principle payments are $10,419.89 per month plus interest
that fluctuates with prime. The balance outstanding is due
in a lump-sum payment in July 1997.
On August 30, 1992, the Company sold its facility at
Loganton, Pennsylvania to an unrelated third party. The
transaction was for net book value and the Company received
a mortgage on the property for a portion of the purchase
price.
On October 15, 1993, the Company sold its facility at
Allentown, Pennsylvania to an unrelated third party. The
transaction was in excess of the net book value and the
Company received a mortgage on the property for a portion of
the purchase price.
On April 30, 1994, the Company acquired certain assets
of Exit 3 Truck Services, Inc. in Greenland, New Hampshire.
The acquisition consisted of the purchase of inventory and
the leasehold interest in the real property on which the
truck stop is located. The Company has since signed a new 20
year lease on the real property with two five year
extensions. The Company has purchase options throughout the
term of the lease.
On June 30, 1994, the Company entered into a $2,500,000
term loan agreement with its primary lender covering the
acquisition and certain improvements to the facility in
Greenland, New Hampshire. Principal payments are $20,833.33
per month plus interest at the fixed rate of 9.65%. The loan
is amortized over ten years with a balloon payment due on
June 29, 1999.
On September 29, 1994, the Company entered into an
eight year term loan with its primary lender in the amount
of $10,500,000. Proceeds from this loan were used for
payment of a term loan due in 1996 at prime plus 1.25%,
payment of $1.5 million due on the line of credit and
capital expenditures. The loan has a fixed rate of 10.12%
with interest only for six months. From April 1, 1995 until
the loan matures a monthly payment of principal and interest
in the amount of $166,957.84 is payable with all remaining
principal and interest due September 29, 2002.
The Company, through a private placement, issued
$4,650,000 of Convertible Senior Subordinated Debentures due
January 15, 2005, together with warrants to purchase
additional shares of the Companys Common Stock. The
securities were sold under Regulation D of the Securities
Act of 1933 (the Act) and in offshore transactions under
Regulation S of the Act. The debentures carry an annual
interest rate of 8.5%, payable quarterly, and are
convertible into the Companys Common Stock at a price equal
to $3.00 per share at the option of the holder at any time.
The debentures are callable at the discretion of the Company
after January 15, 1998, at a redemption price equal to 109%
as of January 15, 1998, and gradually decreasing to 100% at
maturity on January 15, 2005. The warrants, which are
exercisable at any time, entitle warrant holders to purchase
up to a total of 15,500 shares of the Companys Common Stock
at a price of $3.60 per share. The underwriter was issued
warrants for 77,500 shares of the Companys Common Stock at
a price of $3.60 per share in conjunction with this
transaction. The Company will use the proceeds for expansion
either through the acquisition of additional sites or the
improvement of existing sites, or a combination thereof, and
for working capital requirements.
On June 15, 1995, the Company sold its facility at
Fairplay, South Carolina to an unrelated third party. The
transaction was for the net book value and the Company
received a mortgage on the property for a portion of the
purchase price.
Information on major sales classifications is included
in Item 7, page 17 of this report.
Capital Expenditures
For the fiscal year ended April 30, 1994, the Company's
Capital Expenditures for property, plant and equipment
amounted to $3,732,736.
Products and Services
The Company provides the following products and
services at its travel plazas and mini-travel plazas.
1. Petroleum Products
The principal products sold by the Company at its
travel plaza locations are petroleum derivatives, primarily
diesel fuel, gasoline and lubricants. Each of the Company's
travel plazas has diesel pump islands accessible to all
sizes of trucks and tractor-trailers, as well as gasoline
pump islands that are used primarily for automobiles at most
locations. In addition, a wide range of motor oils and other
lubricants are available at all locations.
The Company has entered into an agreement with Griffith
Oil, extending through December 1995, to purchase all of its
petroleum products for three of its facilities. The
purchases for the three sites for the year were
approximately 14% of all petroleum purchases. In addition,
the Company also purchased spot market pipeline tenders
(bulk purchases) for its Berwick, Pennsylvania (Beach Haven)
terminal, from Griffith Oil. These pipeline tenders
accounted for approximately 8% of the petroleum products
purchased by the Company during the fiscal year ended April
30, 1995. Management believes that the terms of the purchase
agreement and the spot market purchases are fair and
competitive when compared with the purchasing opportunities
for similar products in like quantities from other vendors.
2. Parts and Service
Services and repairs are provided for trucks only, not
for automobiles. The Company provides services on an as
needed basis, in the case of breakdowns and unforeseen
problems, and for regularly scheduled periodic maintenance
for truck fleets and other customers. In addition to
providing services and repairs, the Company also stocks
tires and commonly needed parts at most of its locations.
Repair facilities are not available at Belmont, New York or
Lake Station, Indiana. Truck washes, truck scales and paved
parking areas large enough to accommodate a number of over-
sized vehicles are also available at some or all of the
Company's facilities.
3. Restaurants
Each facility, with the exception of Mahwah, New
Jersey, includes a 24-hour, family style restaurant where
customers are served a variety of "home-cooked" meals. The
Company operates most of its restaurants under the name
"Buckhorn Family Restaurant". The Company purchases its food
products in bulk from unaffiliated sources and meals are
prepared and cooked in on-site kitchens.
4. Motels
The Company's motel accommodations at travel plazas,
which are available to truck drivers and the general public,
generally contain double beds, basic furniture, a color
television and a full bathroom. Rooms are available at
nightly rates ranging from $25-$38 per night. Public laundry
facilities are also available. Maybrook and Dansville, New
York operate under a franchise from Days Inn. Greencastle,
Pennsylvania operates under a franchise from the Friendship
Inn, Division of Choice Hotels International.
5. Shopping
The Company operates both travel stores and convenience
stores. Travel stores carry a wide range of products often
purchased by truck drivers including health and beauty aids,
snacks, tobacco products, western style clothing and
footwear, electronic products (CB radios, radar detectors,
small televisions, radios, stereos), gift items and many
other items. Convenience stores, generally located near the
gasoline pump islands, and used more by the general
traveling public, offer bread, milk, beverages, snacks, food
items and other products usually found in such stores. In
addition, the Company now has an ATM machine at all of its
locations to provide cash services for its customers.
6. Billing and Accounting
The Company offers its own credit billing service to
truck fleet operators, permitting a driver to charge
purchases of products and services. This service provides
the fleet operator with daily records of its drivers'
purchases through direct electronic transmission. The
Company's electronic billing system can accommodate
customers who wish to pay on a cash basis to avoid finance
charges or the higher cost of credit billing.
Properties
The Company's principal office is located in
approximately 7,567 square feet of leased office space at
3495 Winton Place, Building C, Rochester, New York 14623.
The lease is through December 1997 at an average annual rent
of $56,226 plus common area charges with two (2) five year
extensions.
The Company attempts to locate its travel plazas at
sites with a high volume of truck and other traffic, as well
as easy access for such highway traffic. Sites are generally
located just off interstate highways or on other major
highways. When and where possible, the Company seeks
locations near intersections of such major routes, so that
facilities will be easily accessible from more than one such
route.
A description of the travel plazas, mini-travel plazas
and other facilities operated by the Company follows.
Travel Plazas
1. Dansville, New York. This eight acre site is
located at the Dansville interchange of Interstate Route
390, a major north-south highway in western New York. The
site, which is approximately forty miles south of the New
York State Thruway and thirty miles north of US Route 17, is
leased from the Livingston County Industrial Development
Agency. The lease expires in March 2000, at which time the
Company has both the right and the intention to buy all of
the land and improvements for $1.00. The travel plaza
contains ten diesel pumps, five gasoline pumps, a two-bay
service area, a truck scale, six acres of paved parking,
showers, a game room, a ninety-two seat restaurant, a twenty
room motel, a travel store and a small convenience store.
2. Maybrook, New York. This eighteen acre site is
located at the Maybrook interchange of Interstate Route 84,
approximately ten miles east of US Route 17 and eight miles
west of the New York State Thruway. It is sub-leased from a
corporation owned by two people, one of whom is the
principal shareholder of the Company, under a lease that
expires in March 2004 with three five year renewal options
available. The travel plaza contains twelve diesel pumps,
six gasoline pumps, a three-bay service area, a truck scale,
showers, game room, eight acres of paved parking, a one
hundred twenty-nine seat restaurant, a thirty-six room motel
and a travel store.
3. Binghamton, New York. The Company owns a ten
acre site located in suburban Binghamton at the intersection
of US Route 17 and Interstate Route 81. The travel plaza
contains eight diesel pumps, a two-bay service area, a truck
scale, six acres of paved parking, a seventy-three seat
restaurant, six motel rooms, showers, a travel store and a
convenience store with two gasoline pumps.
4. Mahwah, New Jersey. This six acre site in northern
New Jersey is located on US Route 17, one interchange south
of the New York State Thruway and approximately ten miles
north of Interstate Route 80. It is leased from an unrelated
landlord for a term expiring February 2002. The travel plaza
contains three diesel pumps, a one-bay service area,
approximately four and one-half acres of paved parking,
twelve motel rooms, a travel store and showers.
5. Fultonville, New York. The Company owns a twenty
acre site at Exit 28 of the New York State Thruway. The
travel plaza contains eleven diesel pumps, a two-bay service
area, a truck scale, showers, seven acres of paved parking,
a one hundred twenty-four seat restaurant, a fourteen room
motel, a travel store and a convenience store with four
gasoline pumps.
6. Candler, North Carolina. The Company owns an
eighteen acre site located at Exit 37 of Interstate Route
40, less than ten miles west of Interstate Route 26 and
Asheville, North Carolina. The travel plaza contains ten
diesel pumps, four gasoline pumps, a two-bay service area, a
truck scale, showers, eight acres of paved parking, a one
hundred twenty-three seat restaurant and a travel store.
7. Bloomsburg, Pennsylvania. The Company owns a
thirteen acre site located at Exit 34 on Interstate Route
80. The travel plaza contains twelve diesel pumps, eight
gasoline pumps, a five-bay service area, game room, trucker
lounge, showers, laundromat, travel store, a one hundred
sixty-six seat restaurant and lighted paved parking.
8. Greenland, New Hampshire. This seven acre site
is located at Exit 3 on Interstate Route 95. This facility
is leased from an unrelated landlord for a term expiring
April 2014. The travel plaza contains eight two hose diesel
pumps, four gasoline pumps, a one-bay service area, a truck
scale, showers, game room, travel store, a ninety-six seat
restaurant and lighted paved parking.
9. Milesburg, Pennsylvania. The Company owns a eleven
and one half acre site located at Exit 23 on Interstate
Route 80. The travel plaza contains four two hose diesel
pumps, eight gasoline pumps, a three-bay service area,
showers, game room, travel store, a ninety-six seat
restaurant and lighted paved parking.
10. Paulsboro, New Jersey. The Company owns a thirty-
two acre site located at the Mt. Royal Exit on Interstate
Route 295. The travel plaza contains twelve diesel pumps,
eight gasoline pumps, a truck scale, a truck wash, a
thirteen room motel, showers, a three-bay service area, game
room, travel store, brokerage service, a one hundred twenty-
seven seat restaurant and lighted paved parking.
11. Porter, Indiana. The Company owns a thirty-six
and one half acre site located at 1600 US Highway 20 near
Exit 22b on Interstate Route 94. This travel plaza has a
twenty-nine thousand square foot main building that contains
a travel store, trucker lounge, showers, game room, broker's
offices and a one hundred ninety-five seat restaurant.
Additionally there is a two-bay service area, twelve diesel
pumps, eight gasoline pumps and approximately nine acres of
lighted paved parking.
12. Lake Station, Indiana. This twenty-four acre
site is located on US Highway 51, just north of Interstate
Routes 80 and 90. This facility is leased from an unrelated
landlord until January 1999 with two ten year renewal
options available. This travel plaza has a thirty thousand
square foot main building that contains a travel store,
truckers' lounge, game room, showers, brokers' offices and a
two hundred and one seat restaurant. In addition there are
sixteen diesel fuel islands covered by a canopy and paved
parking for approximately two hundred trucks.
13. Greencastle, Pennsylvania. The Company owns a
twenty-seven acre site located at Exit 3 on Interstate Route
81, a few miles north of the Maryland and Pennsylvania state
border. The travel plaza consists of four buildings, a
convenience store with gasoline fuel islands, a thirty-six
room motel, a fuel building with a four-bay service area,
twelve diesel pumps and a main building with a travel store,
showers, a telephone room, a game room, trucker lounge and a
one hundred forty-five seat restaurant.
Mini-travel Plazas
1. Belmont, New York. The Company owns a nine acre
site at the Belmont interchange on US Route 17, in
southwestern New York state. The mini-travel plaza contains
six diesel pumps, four gasoline pumps, a travel store, a
convenience store, a fifty-five seat restaurant and three
acres of paved parking.
Other Facilities
1. Berwick, Pennsylvania (Beach Haven) The
Company owns a five acre site that is a pipeline terminal
consisting of five above ground storage tanks with a total
capacity of 2,411,585 gallons. It is used to store diesel
fuel and home heating oil. An office building/warehouse is
also located at the site.
2. Harborcreek, Pennsylvania. The Company owns a
seventy-five acre site located at Exit 10 on Interstate
Route 90 just outside Erie. In January 1995, this facility
was closed in preparation of construction of a full service
travel plaza.
Summary of Property Interest
The following table summarizes the Company's interests
in real property, as discussed above:
Date Approx. Leased or Rent Per Lease
Location Opened Acreage Owned Month (1) Expiration
Dansville, NY Mar 80 8 Leased (2) $ 4,000(3) Mar 2000
Maybrook, NY Mar 84 18 Leased (4) $37,500 Mar 2004
Binghamton, NY Mar 84 10 Owned N/A N/A
Mahwah, NJ Mar 84 6 Leased $ 8,788 Feb 2002
Fultonville, NY Mar 84 20 Owned N/A N/A
Belmont, NY May 86 9 Owned N/A N/A
Candler, NC Dec 86 18 Owned N/A N/A
Bloomsburg, PA Dec 86 13 Owned N/A N/A
Milesburg, PA Dec 86 12 Owned N/A N/A
Paulsboro, NJ Dec 86 32 Owned N/A N/A
Berwick, PA Dec 86 5 Owned N/A N/A
Harborcreek, PA Oct 87 75 Owned N/A N/A
Porter, IN Jan 89 36 Owned N/A N/A
Lake Station, IN Jan 89 24 Leased (5) $29,583 Jan 1999
Greencastle, PA Dec 89 27 Owned N/A N/A
Rochester, NY Aug 91 Office Leased $4,686 Dec 1997
Greenland, NH Apr 94 7 Leased (6) $18,000 Apr 2014
(1) In addition to the base rent listed in the above table,
the Company is required to pay, under its leases, all
property taxes, maintenance expenses and premiums for
liability insurance on the respective properties.
(2) The Company has an option to purchase for $1.00 at the
expiration of the lease term.
(3) Plus interest at 8.5% per annum on the declining
principal balance of the Industrial Development Loan for
this facility.
(4) Leased from Maybrook Realty, Inc., a corporation owned
by two people, one of whom is the principal shareholder of
the Company. The Company has the option to renew the lease
for three five year periods with monthly payments of
$41,250, $45,375 and $49,913 respectively. The Company has
the option to purchase the facility upon the expiration of
the lease or at the end of any extended term for $3,500,000.
(5) Leased from the previous owner of the Porter, Indiana
facility. The Company has an option to purchase the facility
any time after January 1999 for $3,250,000. If the Company
does not purchase the facility, it also has the option to
renew the lease for two ten year periods with monthly
payments of $31,050 and $35,707 respectively.
(6) Leased from unrelated third party for 20 years with
option to renew for two five year periods. Purchase options
of $2,400,000 from 5/1/99 through 4/30/04, $2,750,000 from
5/1/04 through 4/30/09 and the greater of fair market value
or $3,000,000 from 5/1/09 through 4/30/14.
Competition
The truck stop business in general and the separate
aspects that make up such business are all highly
competitive. There are many chain and single operator truck
stops throughout the Company's marketing area.
In addition to other truck stops, the Company faces
competition from major and independent oil companies and
independent service station operators; national and
independent operators of motels and motel chains; national
and independent operators of restaurants, diners and other
eating establishments; and super markets, department stores,
other convenience stores, drug stores and other retail
outlets.
Many of the Company's competitors, such as the major
oil companies and national and regional motel, restaurant
and retail chains, are larger, better established and have
greater financial and other resources than the Company.
While the Company intends to attempt to offset these
advantages by continuing to offer all of its products and
services in one, well chosen, highly visible and easily
accessible location, there can be no assurance that this
marketing strategy will be successful and profitable.
Regulation
The Company's fueling operations are subject to
federal, state and local laws and regulations concerning
environmental matters. These laws and regulations affect the
storing, dispensing and discharge of petroleum and other
wastes and affect the Company both in the securing of
permits for its fueling operations and in the ongoing
conduct of such operations. Facilities that engage primarily
in dispensing petroleum products have in the last ten years
been the subject of close scrutiny by regulators. Although
the Company believes that it maintains operating procedures
satisfactory to comply with such regulations and scrutiny,
maintains environmental insurance on most of its facilities,
and to date has not had any material environmental claim or
expense, there can be no assurance that significant cleanup
or compliance costs may not be incurred by the Company and
may affect the Company's earnings.
In addition, the Company's motel and restaurant
operations are subject to federal, state and local
regulations concerning health standards, sanitation, fire
and general overall safety. In addition, truck stops must
comply with the requirements of local governmental bodies
concerning zoning, land use and, as discussed above,
environmental factors. Difficulties in obtaining the
required licensing or approvals could result in delays or
cancellations in the opening of proposed new motor plazas.
Employees
As of April 30, 1995, the Company had a total of 1,204
employees, 943 full-time and 261 part-time. Of the full-time
employees, 31 are involved in the corporate office and
administrative activities, 100 in travel plaza management, 4
in sales and marketing, 2 in design and construction
management and the balance in general operating duties,
where all of the part-time employees are involved.
The Company has never had a work stoppage and none of
its employees are represented by a labor organization. The
Company believes that it provides working conditions, wages
and benefits that are competitive with other providers of
similar products and services, and considers its employee
relations to be excellent.
Item 2. Properties
A description of the Company's facilities is set forth
under Item 1 of this Report beginning on page 8 under the
caption "Properties" and such information is hereby
incorporated by reference in this Item 2.
Item 3. Legal Proceedings
In 1988, the Company was sued in the Court of Common
Pleas, Lucerne County, Pennsylvania by the purchaser (the
Purchaser) of 23 gas stations from the Company claiming
violations of a 1987 Agreement of Sale and seeking
$2,395,000 in damages, which was the purchase price.
Subsequent to the closing of the Agreement of Sale, two
stations were conveyed back to the Company and Purchaser
received, from an escrow deposit made by the Purchaser,
$264,793, which will be credited to the Company should there
be any recovery in the Purchasers action. The Purchaser is
currently operating 21 of the purchased stations and has not
requested a recission of the Agreement. The largest part of
the Purchasers claims relates to alleged misrepresentations
as to the amount of fuel that had been sold at the stations
while operated by the Company. As a result of discovery and
investigation, the Company is vigorously defending the claim
and believes it has a defense to substantially all of the
claims.
The Company has filed a separate claim against the
Purchaser seeking reimbursement for gasoline taxes paid to
the Commonwealth of Pennsylvania by the Company that the
Company claims were the responsibility of the Purchaser in
connection with the purchase of the stations. The Company is
asking for damages in excess of $50,000 and punitive damages
in excess of $50,000. The matters discussed in this and the
preceding paragraph may be consolidated for trial.
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 4. Submission of matters to a vote of Security
Holders.
Not Applicable
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The common stock of the registrant is traded on the
over-the-counter market on NASDAQ under the symbol TPOA. The
range of reported high and low bid prices of the common
stock during each quarter of the Company's fiscal years
ended April 30, 1995, and April 30, 1994, were as follows:
1995 1994
High Low High Low
1st Quarter 2 3/4 1 7/8 1 3/4 1 1/8
2nd Quarter 2 1/2 2 3 1/8 7/8
3rd Quarter 2 7/8 2 1/8 3 1/8 2 3/16
4th Quarter 2 7/8 2 1/4 3 5/8 2 1/2
As of April 30, 1995, the approximate number of holders
of common stock of the registrant was 1,500.
Bid prices are as reported by NASDAQ through April 30
of each year. All such prices represent actual transaction
prices versus bid quotations because of the Company's
inclusion on the NASDAQ National Market System.
The Company may not declare dividends without prior
consent from its primary lender. No dividends were declared
or paid during the year.
Item 6. Selected Financial Data
Operations 1995 1994 1993 1992 1991*
Net
Sales $153,267,079 $137,575,675 $137,682,172 $137,945,037 $144,398,339
Gross
Profit $ 38,237,699 $ 34,610,393 $ 32,574,737 $ 33,470,920 $ 34,901,796
Income before
cumulative
effect of change
in an accounting
principle $ 1,890,032 $ 1,457,613 $ 782,592 $ 553,918 $ 136,408
Cumulative effect
of change in an
accounting
principle $ 0 $ (99,735) $ 0 $ 0 $ 0
Net
Income $ 1,890,032 $ 1,357,878 $ 782,592 $ 553,918 $ 136,408
Common Stock
Income before
cumulative effect
of change in an
accounting
principle $ .36 $ .28 $ .15 $ .11 $ .03
Cumulative effect
of change
in an accounting
principle $ .00 $ (.02) $ .00 $ .00 $ .00
Net
Income $ .36 $ .26 $ .15 $ .11 $ .03
Common and Dilutive Common
Equivalent
Shares 5,295,523 5,260,100 5,184,038 5,184,038 5,186,656
Financial Data
Total
Assets $ 51,370,810 $ 41,847,897 $ 40,118,711 $ 42,433,989 $44,446,081
Long
Term
Liabilities $ 25,726,157 $ 18,268,139 $ 18,155,037 $ 21,040,025 $21,443,640
* Certain prior year balances have been reclassified to
conform with the current year presentation.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of
Operations
Current year ended April 30, 1995 compared to year
ended April 30, 1994
The Company had earnings of $3,020,632 before
income taxes and $1,890,032 in net income on net sales of
$153,267,079. This is an improvement in net income of
$532,154 or 39% and in net sales of $15,691,404 or 11%.
Sales increased due to the acquisition in Greenland,
New Hampshire and on a same unit basis. On a same unit
basis, revenue from diesel sales were up 4%, restaurant up
6%, retail stores up 13% and truck repair shops up 11%.
Overall, revenue from diesel sales were up 11%, restaurants
up 15%, retail stores up 19% and truck repair shops up 11%.
Retail diesel gallons sold during 1995 were 89 million,
an increase of 11 million gallons or 14% over the prior
year. Same unit diesel gallons increased 4.4 million or 6%.
Sales of retail gasoline gallons were 8.5 million for 1995,
a increase of .6 million gallons or 7% from the prior year.
Same unit gasoline sales increased .3 million or 4%.
Gross profits increased $3.6 million from the prior
year. The largest improvement came from restaurant gross
profit increasing by $1.7 million as sales and margins
improved. Diesel gross profits increased by $.8 million from
the increased volume. Store gross profit increased $.8
million from increased sales and improved margins. Truck
repair shop gross profit was up $.3 million from the
increase in sales.
Listed below is the breakdown of revenue and gross profits
by major sales classification for the fiscal years ended
April 30, 1995, and April 30, 1994.
Percent Percent Percent Percent
Sales of 1995 of 1995 of 1994 of 1994
Category Revenue Gross Profit Revenue Gross Profit
Diesel Fuel 64 30 64 31
Gasoline 7 3 7 3
Restaurant 11 31 11 30
Store 8 12 8 11
Shop 6 12 6 13
Motel 1 3 1 3
Other 3 9 3 9
Operating expenses were $2,263,000 or 8% more than the
prior year. Approximately $2 million of the increase
resulted from the Companys new facility in Greenland, New
Hampshire. Same unit expenses increased $.6 million or about
2%.
General and administrative expenses increased $236,000
or 7% as compared to the prior year. Of this total,
advertising increased $54,000 and travel and entertainment
increased $74,000 due to additional staff and potential
acquisition activity. The bonus provision increased $66,000
as a result of the increased profitability of the Company.
Interest expense increased by $673,000 from the prior
year as a result of the increased prime rate and increased
levels of debt.
Current year ended April 30, 1994 compared to year
ended April 30, 1993
The Company had earnings of $2,487,913 before
income taxes and the cumulative effect of an accounting
change and $1,357,878 in net income on net sales of
$137,575,675. This is an improvement in net income of
$575,286 and a decline in net sales of $106,497. The
cumulative effect of an accounting change was a charge of
$99,735 as the Company complied with SFAS 109 as of May 1,
1993.
Fiscal 1994 sales declined $1 million as a result of
the sale of the Loganton, Pennsylvania facility and $2.6
million as a result of the sale of the Allentown,
Pennsylvania facility. Increased sales from diesel,
gasoline, restaurants, shops and store merchandise on a same
unit basis generally offset the sales decline from the
disposal of these units, so that the net decline, as
indicated above, was only $106,497.
Retail diesel gallons sold during 1994 were 78 million,
an increase of .3 million or .4% over the prior year. Same
unit diesel gallons increased 2.2 million or 2.9%. Sales of
retail gasoline gallons were 8 million for 1994, a decline
of .3 million or 3.6% from prior year. Same unit gasoline
sales increased .3 million or 3.8%.
Gross profits increased $2 million from the prior year.
The largest improvement came from diesel gross profit
increasing by $1.4 million as net margins improved.
Restaurant gross profits increased by $150,000. Shop gross
profit was up $315,000 from the increase in sales.
Listed below is the breakdown of revenue and gross profits
by major sales classification for the fiscal years ended
April 30, 1994, and April 30, 1993.
Percent Percent Percent Percent
Sales of 1994 of 1994 of 1993 of 1993
Category Revenue Gross Profit Revenue Gross Profit
Diesel Fuel 64 31 66 29
Gasoline 7 3 7 3
Restaurant 11 30 11 31
Store 8 11 7 12
Shop 6 13 6 13
Motel 1 3 1 3
Other 3 9 2 9
Operating expenses were $862,000 or 3.3% more than the
prior year, Workers' compensation insurance increased
$221,000 due to rate increases and increased experience
modification. Environmental expense increased $385,000 due
to on-going remediation projects and a provision for
estimated exposures. Repairs and maintenance increased
$113,000 due to the severe winter weather. Delivery and
company vehicle expense increased $163,000 as we delivered
more petroleum product by company vehicles.
General and administrative expenses increased $335,000
or 10.3% as compared to the prior year. Advertising
increased $88,000. Travel and entertainment increased
$75,000 due to an additional sales person and acquisition
activity. The provision for bonus increased $213,000 as a
result of the increased profitability of the company.
Interest expense declined by $272,000 from the prior
year as a result of the lower prime rate and reduced debt.
Financial Condition, Liquidity and Capital Resources
Generally, the Company's capital resources are derived
mainly from cash provided by operating activities. In fiscal
1995 operating activities accounted for the generation of
cash in the amount of $4,113,673 compared to $3,973,781 in
fiscal 1994 and $2,565,438 in fiscal 1993. The generation of
cash in 1995 is a result of (a) accounts payable increasing
$2,227,303 primarily due to an increase in inventory and the
increase in capital expenditures, (b) an decrease in accrued
expenses of $704,481 and (c) an increase in net income of
$532,154 less an increase in accounts receivables of
$672,194 from increased sales.
Cash used in investing activities was $3,516,353 in
fiscal 1995, $3,039,248 in fiscal 1994 and $275,289 in
fiscal 1993. The primary change in 1995 from 1994 is due to
the expenditure for the acquisition of the Greenland, New
Hampshire facility last year and an increase in capital
expenditures of $2,373,845 in 1995 compared to 1994.
Financing activities provided net cash of $5,819,058 in
fiscal 1995 compared to a net use of cash in the amount of
$837,926 in fiscal 1994 and $2,374,929 in fiscal 1993.
Proceeds from new long term debt of $10,500,000 were used
during 1995 to refinance a term loan that was due in 1996,
reduce the line of credit by $1,500,000 and provide
$3,000,000 in funds for increased capital expenditures. In
addition, $4,650,000 in Senior Subordinated Debentures were
issued during the year in a private placement.
As a result of the above activity, there was a net
increase of cash in the amount of $6,416,398 in fiscal 1995
compared to a net increase of $96,607 in fiscal 1994 and a
net decrease of cash in the amount of $84,780 in fiscal
1993.
The amount permitted to be outstanding pursuant to the
line of credit is 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 April 30, 1995, the
Company had utilized $200,000 of its available line of
credit as collateral for various letters of credit.
Commitments by the Company's primary lending institution for
the line of credit expire on August 31, 1995. Before that
time, the Company intends to re-negotiate the terms of this
agreement.
The Company had positive working capital of $5,020,244
at April 30, 1995, compared to negative working capital of
$3,355,006 at April 30, 1994 as a result of the issuing of
debentures and the refinancing of debt.
On June 30, 1994, the Company entered into a $2,500,000
term loan agreement with its primary lender covering the
acquisition and certain improvements planned for completion
during 1995 to the Greenland, New Hampshire facility.
Principal payments are $20,833.33 per month plus interest at
the fixed rate of 9.65%. The loan is amortized over ten
years with a balloon due on June 29, 1999.
On September 29, 1994, the Company entered into an
eight year term loan with its primary lender in the amount
of $10,500,000. Proceeds from this loan were used for
payment of a term loan due in 1996 at prime plus 1.25%,
payment of $1.5 million due on the line of credit and
capital expenditures. The loan has a fixed rate of 10.12%
with interest only for six months. From April 1, 1995 until
the loan matures a monthly payment of principal and interest
in the amount of $166,957.84 is payable with all remaining
principal and interest due September 29, 2002.
The Company, through a private placement, sold
$4,650,000 of Convertible Senior Subordinated Debentures due
January 15, 2005, together with warrants to purchase
additional shares of the Companys Common Stock. The
securities were sold under Regulation D of the Securities
Act of 1933 (the Act) and in offshore transactions under
Regulation S of the Act. The debentures carry an annual
interest rate of 8.5%, payable quarterly, and are
convertible into the Companys Common Stock at a price equal
to $3.00 per share at the option of the holder at any time.
The debentures are callable at the discretion of the Company
after January 15, 1998, at a redemption price equal to 109%
as of January 15, 1998, and gradually decreasing to 100% at
maturity on January 15, 2005. The warrants, which are
exercisable at any time, entitle warrant holders to purchase
up to a total of 15,500 shares of the Companys Common Stock
at a price of $3.60 per share. The underwriter was issued
warrants for 77,500 shares of the Companys Common Stock at
a price of $3.60 per share in conjunction with this
transaction. The Company will use the proceeds for expansion
either through the acquisition of additional sites or the
improvement of existing sites, or a combination thereof, and
for working capital requirements.
On June 15, 1995, the Company sold its facility at
Fairplay, South Carolina to an unrelated third party. The
transaction was for the net book value and the Company
received a mortgage on the property for a portion of the
purchase price.
The Company now has a significant portion of its
borrowings financed through fixed interest rates. To protect
the Company from fluctuations in interest rates that could
impact its operations, the Company purchased rate cap
protection on $10,000,000 of its debt on July 24, 1992, with
a ceiling rate of 8.5% for three years. On October 24, 1992,
the Company purchased an additional rate cap protection on
$8,000,000 of its debt with a ceiling rate of 8% for three
years.
Certain loan agreements require that the Company
maintain specified minimums with regard to net worth,
current maturity coverage and the incurrence of additional
indebtedness. In addition, the Company cannot declare
dividends without the consent of its primary lender. The
Company is in compliance with such requirements and
restrictions.
Authorized, but unissued stock is available for
financing needs; however there are no current plans to use
this source.
Financial Statements and Supplementary Data
Index to Financial Statements and Supplementary Schedules
Page
The Following information is presented in this report:
Report of IndependentAccountants....................... 23
Balance Sheet for the years ended
April 30, 1995 and 1994................................ 24
Statement of Income for the years ended
April 30, 1995, 1994 and 1993......................... 25
Statement of Changes in Shareholders' Equity for the
years ended April 30, 1995, 1994 and 1993............. 26
Statement of Cash Flows for the years ended
April 30, 1995, 1994 and 1993......................... 27
Notes to Financial Statements.......................... 28
Financial Statement Schedules for years ended
April 30, 1995, 1994 and 1993:
Supplementary Financial Information(Unaudited)......... 37
All other schedules are omitted because they are not
applicable or because the required information is included
in the financial statements or notes thereto.
Report of Independent Accountants
To the Board of Directors
and Shareholders of
Travel Ports of America, Inc.
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects,
the financial position of Travel Ports of America, Inc. at
April 30, 1995 and 1994, and the results of its operations
and its cash flows for each of the three years in the period
ended April 30, 1995, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Company's management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted
auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion
expressed above.
As discussed in Note 1, in 1994 the Company adopted the
provisions of SFAS No. 109 "Accounting for Income Taxes."
PRICE WATERHOUSE LLP
Rochester, New York 14604
July 11, 1995
TRAVEL PORTS OF AMERICA, INC.
Balance Sheet
April 30,
1995 1994
Assets
Current assets:
Cash and cash equivalents $ 7,593,798 $ 1,177,400
Accounts receivable, less
allowance for doubtful
accounts
($214,000 in 1995
and $207,000 in 1994) 3,683,235 3,018,092
Notes receivable 332,655 86,699
Inventories 5,790,823 4,572,142
Prepaid and other
current assets 532,904 514,789
Deferred taxes - current 381,900 436,100
Total current assets 18,315,315 9,805,222
Notes receivable due
after one year 1,390,600 1,689,277
Property, plant and equipment, net 27,052,462 25,725,081
Cost in excess of underlying
net asset value
of acquired companies 2,032,686 2,096,876
Other assets 2,579,747 2,531,441
$ 51,370,810 $ 41,847,897
Liabilities and Shareholders' Equity
Current liabilities:
Note payable $ 1,752,000
Current portion of
long-term debt $ 2,360,015 2,256,795
Accounts payable 6,897,323 4,894,227
Accounts
payable - affiliate 597,100 372,893
Accrued compensation 1,335,305 1,074,504
Accrued sales and fuel tax 1,047,649 1,456,013
Accrued expenses and
other current liabilities 1,057,679 1,106,739
Income taxes payable 247,057
Total current liabilities 13,295,071 13,160,228
Long-term debt 20,328,957 17,551,139
Convertible senior
subordinated debentures 4,650,000
Deferred income taxes 747,200 717,000
Total liabilities 39,021,228 31,428,367
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, $.01 par value
Authorized - 10,000,000 shares
Issued and outstanding -
5,209,924 shares
in 1995 and 5,184,038
shares in 1994 52,099 51,841
Additional paid-in capital 3,767,741 3,727,979
Retained earnings 8,529,742 6,639,710
Total shareholders equity 12,349,582 10,419,530
$ 51,370,810 $ 41,847,897
The accompanying notes are an integral part of these
financial statements.
TRAVEL PORTS OF AMERICA, INC.
Statement of Income
Year ended
April 30,
1995 1994 1993
Net sales and operating
revenues (including
consumer excise
taxes of $35,356,000 in 1995,
$31,270,000 in 1994
and $29,273,000 in 1993) $ 153,267,079 $137,575,675 $ 137,682,172
Cost of goods sold (including
purchases from
an affiliate of $18,833,000
in 1995, $18,228,000
in 1994 and
$15,383,000 in 1993) 115,029,380 102,965,282 105,107,435
Gross profit 38,237,699 34,610,393 32,574,737
Operating expenses 29,386,240 27,122,941 26,260,676
General and
administrative expenses 3,805,780 3,569,441 3,234,885
Interest expense 2,290,904 1,618,341 1,889,970
Other income, net (265,857) (188,243) (181,486)
35,217,067 32,122,480 31,204,045
Income before income
taxes and cumulative
effect of change in
an accounting principle 3,020,632 2,487,913 1,370,692
Provision for income taxes 1,130,600 1,030,300 588,100
Income before cumulative
effect of change
in an accounting principle 1,890,032 1,457,613 782,592
Cumulative effect of change
in an accounting
principle (99,735)
Net income $ 1,890,032 $ 1,357,878 $ 782,592
Earnings per common share:
Income before cumulative
effect of change
in accounting principle $ .36 $ .28 $ .15
Cumulative effect of change in accounting
principle .00 (.02) .00
Net income $ .36$ .26$ .15
The accompanying notes are an integral part of these
financial statements.
TRAVEL PORTS OF AMERICA, INC.
Statement of Changes in Shareholders Equity
Additional Total
Common paid-in Retained shareholders'
stock capital earnings equity
Balance at
April 30, 1992 $ 51,841 $ 3,727,979 $ 4,499,240 $ 8,279,060
Net income 782,592 782,592
Balance at
April 30, 1993 51,841 3,727,979 5,281,832 9,061,652
Net income 1,357,878 1,357,878
Balance at
April 30, 1994 51,841 3,727,979 6,639,710 10,419,530
Net income 1,890,032 1,890,032
Excercise of
options 258 39,762 40,020
Balance at
April 30, 1995 $52,099 $ 3,767,741 $ 8,529,742 $12,349,582
The accompanying notes are an integral part of these
financial statements.
TRAVEL PORTS OF AMERICA, INC.
Statement of Cash Flows
Year ended April 30,
1995 1994 1993
Operating activities:
Net income $1,890,032 $ 1,357,878 $ 782,592
Cumulative effect of
change in
an accounting
principle 99,735
Depreciation and
amortization 2,439,513 2,359,947 2,332,492
Provision for losses
on accounts
receivable 7,051 30,517 64,968
Provision for
(benefit of) deferred
income taxes 84,400 (38,906) 5,300
Loss (gain) on sale
of assets 27,462 (234,485) (350,494)
Provision for
inventory obsolescence 58,601
Writedown of assets to
fair market value 50,000 200,000 182,023
Changes in operating
assets and liabilities -
Accounts receivable (672,194) (449,116) 250,865
Notes receivable (29,792)
Inventories (1,277,282) (183,546) (157,742)
Prepaid and other
current assets (18,115) (49,273) 93,226
Accounts payable 2,227,303 1,269,037 (310,652)
Accrued
compensation 260,801 92,360 (382,714)
Accrued sales
and fuel tax (408,364) (669,189) 216,757
Accrued expenses
and other current
liabilities (49,060) 177,303 95,435
Changes in income
taxes
receivable/payable (247,057) (15,253) (99,372)
Changes in other
non-current assets (429,606) 26,772 (157,246)
Net cash provided
by operating
activities 3,913,693 3,973,781 2,565,438
Investing activities:
Expenditures for
property, plant
and equipment (3,732,736) (1,358,891) (1,205,856)
Acquisition of
leasehold interest (2,075,000)
Decrease (increase)
in other assets 200,000 (200,000)
Proceeds from
sale/disposal of
property, plant and
equipment 133,870 366,512 689,500
Net proceeds received
from notes receivable 82,513 228,131 241,067
Net cash used
in investing
activities (3,316,353) (3,039,248) (275,289)
Financing activities:
Net short-term
(payments)
borrowings (1,752,000) (286,000) 208,000
Principal payments
of long-term debt (7,618,962) (3,051,926) (3,382,929)
Proceeds from
long-term borrowings 10,500,000 2,500,000 800,000
Proceeds from
convertible senior
subordinated
debentures 4,650,000
Exercise of
stock options 40,020
Net cash provided by
(used in) in
financing 5,819,058 (837,926) (2,374,929)
Net increase (decrease)
in cash and
equivalents 6,416,398 96,607 (84,780)
Cash and
equivalents - beginning
of year 1,177,400 1,080,793 1,165,573
Cash and
equivalents - end
of year $ 7,593,798 $ 1,177,400 $ 1,080,793
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year:
Interest paid $ 2,200,881 $ 1,625,628 $ 1,899,644
Income taxes
paid, net $ 1,396,100 $ 1,046,085 $ 687,997
The accompanying notes are an integral part of these
financial statements.
TRAVEL PORTS OF AMERICA, INC.
Notes to Financial Statements
April 30, 1995
NOTE 1 - THE COMPANY AND ITS ACCOUNTING POLICIES:
The Company is primarily engaged in the operation of travel
plazas and has thirteen full service plazas and one mini
plaza located in the states of New York, Pennsylvania, New
Jersey, Indiana, North Carolina and New Hampshire. A
significant portion of the Company's sales and receivables
are with companies in the trucking and related industries.
Certain amounts in the prior years' financial statements
have been reclassified to conform with the current year
presentation.
The Company's significant accounting policies follow.
Allowance for doubtful accounts
Accounts receivable are reviewed on a regular basis and the
allowance for doubtful accounts is adjusted to reserve for
specific accounts believed to be uncollectible. In
addition, a general reserve is provided on remaining
accounts receivable to cover potential problems not yet
apparent, based upon historical loss information.
Inventories
Inventories are stated at the lower of cost or market. Cost
is determined on the first-in, first-out (FIFO) method.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation is
provided on the straight-line basis over the estimated
useful lives of the related assets as follows: land
improvements - 15 years; buildings and improvements - 15 to
31 years; and equipment and fixtures - 3 to 15 years.
Leasehold improvements are amortized over the remaining term
of the applicable leases or their estimated useful lives,
whichever is shorter. Expenditures for maintenance and
repairs are charged to expense as incurred. Major
improvements are capitalized.
Cost in excess of underlying net asset value of acquired
companies
The Company amortizes cost in excess of underlying net asset
value of companies acquired over 40 years. The amount
presented on the balance sheet is net of accumulated
amortization of $534,918 and $470,728 at April 30, 1995 and
1994, respectively. Amortization expense for the years
ended April 30, 1995, 1994 and 1993 was $64,190, $67,434 and
$71,972, respectively.
Deferred financing costs
Deferred financing costs included within other assets are
being amortized on a straight-line basis over the term of
the related debt. Amortization expense for the years ended
1995, 1994 and 1993 was $183,544, $107,125 and $72,402,
respectively.
Earnings per share
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.
Weighted average shares used in the computation were
5,295,523 in 1995, 5,260,100 in 1994 and 5,184,038 in 1993.
Fully diluted earnings per share have not been presented as
they do not differ materially from primary earnings per
share.
Cash flows statement
For purposes of this statement, the Company considers all
highly liquid instruments with a maturity of three months or
less to be cash equivalents.
During fiscal 1994, the Company sold one of its travel
plazas and received as partial consideration a note
receivable in the amount of $1,425,000.
Income taxes
In May 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income
Taxes." The adoption of SFAS No. 109 changed the Company's
method of accounting for income taxes from the deferred
method (APB 11) to an asset and liability approach.
Previously the Company deferred the past tax effects of
timing differences between financial reporting and taxable
income. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of other
assets and liabilities. The adoption of SFAS No. 109 was
recognized in the financial statements as the cumulative
effect of a change in accounting principle and resulted in a
$99,735 unfavorable impact on 1994 earnings.
NOTE 2 - ACQUISITIONS AND DISPOSALS:
On June 15, 1995, the Company sold its Fairplay, South
Carolina facility to an unrelated third party at net book
value. The Company received a mortgage on the property for
a portion of the purchase price. The sale will not have a
significant impact on future operations.
On April 30, 1994, the Company acquired a leasehold interest
in a full service travel plaza in Greenland, New Hampshire
from a bankruptcy court. In conjunction with this
acquisition, the Company also purchased $75,000 in
inventory. Simultaneously, the Company entered a twenty-
year operating lease for the facility with a third party
unrelated to the seller. The leasehold interest will be
amortized over the life of the lease. The Company made a
cash payment for this acquisition amounting to less than 5%
of its total assets.
In August of 1993, the Company sold its Allentown,
Pennsylvania facility. The Company received as
consideration a cash down payment and a $1,425,000 note
receivable. This sale had no significant impact on
operations.
During 1993, the Company ceased operations at one facility
and the related assets were disposed of with no significant
impact on operations.
NOTE 3 - INVENTORIES:
Major classifications of inventories are as follows:
1995 1994
At first-in, first-out (FIFO) cost:
Petroleum products $1,467,754 $ 956,313
Store merchandise 1,708,595 1,497,499
Parts for repairs and tires 2,138,790 1,689,606
Other 475,684 428,724
$ 5,790,823 $ 4,572,142
The FIFO value of inventory approximates the current
replacement cost.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT:
Major classifications of property, plant and equipment are
as follows:
1995 1994
Land $6,520,112 $6,362,594
Land improvements 7,415,110 7,056,191
Buildings and improvements 18,074,104 17,621,875
Equipment and fixtures 10,561,679 9,271,878
Leasehold improvements 1,536,711 1,347,906
Construction in progress 1,024,099 31,824
45,131,815 41,692,268
Less - Allowance for
depreciation and amortization (18,079,353) (15,967,187)
$ 27,052,462 $ 25,725,081
These amounts include property, plant and equipment under a
capital lease as follows:
1995 1994
Building $706,031 $706,031
Land improvements 243,969 243,069
950,000 950,000
Less - Accumulated amortization (616,820) (593,630)
$ 333,180 $ 356,370
The leased assets relate to an agreement with the Livingston
County Industrial Development Agency under which the
Agency's bond proceeds were used to acquire, construct and
equip an operating facility in Dansville, New York. The
Company has the option to buy the facility for $1 at the end
of the lease term, February 2000. Lease amortization
amounted to $23,190 for each of the years 1995, 1994 and
1993, and is included in depreciation expense.
NOTE 5 - OTHER ASSETS:
At April 30, 1995 and 1994, other assets primarily consist
of a leasehold interest in a full service travel plaza in
Greenland, New Hampshire. Other assets at April 30, 1995
and 1994 also include financing costs. The leasehold
interest represents the amount paid by the Company for the
rights to operate a full service plaza under the terms of a
twenty-year lease. The leasehold interest is being
amortized over the life of the lease (Note 6).
NOTE 6 - LEASES:
The Company leases four of its operating facilities and its
home office under various terms from 3 to 20 years. Certain
of the operating leases contain renewal options for periods
beyond their original terms at specified rates of payment
and four of the leases include purchase options exercisable
at future dates. The Company has also entered into various
leases of equipment and property used in operations and
related office space with various lease periods and renewal
options.
At April 30, 1995, future minimum payments required under
non-cancelable leases are as follows:
Operating Capital
1996 $1,531,048 $67,115
1997 1,411,895 63,077
1998 1,202,748 59,041
1999 825,059 55,001
2000 827,098 50,965
Future 6,065,141 11,315
$ 11,862,989 306,514
Less - Amount representing interest (57,929)
Present value of net minimum lease payments $248,585
Rental expense applicable to operating leases, net of
sublease income of $361,600, $275,100, and $269,000 amounted
to $1,180,600, $1,037,800, and $1,128,800 for 1995, 1994 and
1993, respectively.
NOTE 7 - DEBT:
Long-term debt consists of the following:
1995 1994
Mortgage loans:
Due 2001, prime plus 1.000% $ 411,061 $ 505,556
Due 2003, prime plus .875% 1,100,009 1,233,341
Due 2004, prime plus .875% 2,858,379 3,185,028
Due 2005, prime plus .875% 3,574,942 3,941,644
Term loans:
Due 1996, prime plus 1.250% 6,193,383
Due 1997, prime plus 1.000% 1,531,724 1,656,763
Due 1999, fixed rate of 9.650% 2,291,670 2,500,000
Due 2002, fixed rate of 10.120% 10,424,544
Obligation under capital lease, 8.250% 248,585 296,090
Other long-term debt, various
rates and maturities 248,058 296,129
22,688,972 19,807,934
Less - Portion due within
one year, including
amounts for capital lease
of $47,500 in
1995 and 1994 (2,360,015) (2,256,795)
$ 20,328,957 $17,551,139
The prime interest rate was 9.00% and 6.75% at April 30,
1995 and 1994, respectively.
During June 1994, the Company entered into a $2,500,000 term
loan at 9.65%. Proceeds from this loan were used to finance
the acquisition and renovation of the Greenland, New
Hampshire facility. The loan requires monthly payments of
principal and interest through May 1999 with a lump sum
payment in June 1999.
During September 1994, the Company entered into a
$10,500,000 term loan at 10.12%. Proceeds from this loan
were used to refinance an existing prime plus 1.25% term
loan, refinance a prime plus 1% note payable under a bank
line of credit and finance capital additions at various
facilities. The loan requires monthly payments of principal
and interest through August 2002 with a lump sum payment in
September 2002.
The Company's primary lending institution has renewed its
commitment for the Company's existing line of credit through
August 31, 1995. The line of credit is now 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. The maximum balance outstanding on
this line of credit during 1995 was $1,752,000. At April 30,
1995, the Company had utilized $200,000 of its available
line of credit as collateral for various letters of credit.
None of the debt agreements outstanding during 1995 require
material compensating balances or commitment fees.
Substantially all assets of the Company have been pledged to
secure the outstanding borrowings.
Certain loan agreements require that the Company maintain
specified minimums with regard to net worth, current
maturity coverage and the incurrence of additional
indebtedness. In addition, the Company cannot declare
dividends without the consent of its primary lender. The
Company is in compliance with such requirements and
restrictions.
Long-term debt requirements excluding capital leases, over
the next five years are as follows: 1996 - $2,312,500; 1997
- - $2,420,000; 1998 - $2,425,600; 1999 - $2,636,700 and
2000 - $2,779,300.
NOTE 8 - CONVERTIBLE SENIOR SUBORDINATED DEBENTURES:
During January 1995, the Company issued $4,650,000 of 8.5%
convertible senior subordinated debentures due January 15,
2005 together with warrants to purchase 93,000 additional
shares of the Company's common stock. No principal
repayments are required until January 2001. Commencing in
January 2001, the Company is required to redeem, on an
annual basis, 20% of the outstanding balance of debentures
at par. Interest is payable on a quarterly basis. The
debentures are subordinate to all other indebtedness and may
be converted at the bondholders' option into 1,550,000
shares of the Company's common stock at $3.00 per share.
The debentures are callable at the discretion of the Company
after January 15, 1998, at a redemption price equal to 109%
of the principal amount outstanding as of January 15, 1998,
and gradually decreasing to 100% of the principal amount
outstanding at maturity on January 15, 2005.
The warrants are exercisable at any time through their
expiration date of January 2005 at an exercise price of
$3.60 per share.
NOTE 9 - INCOME TAXES:
The provision for income taxes consists of the following:
1995 1994 1993
Current provision:
Federal $806,900 $770,600 $441,500
State 239,300 298,700 141,300
1,046,200 1,069,300 582,800
Deferred provision (benefit):
Federal 67,200 2,400 16,000
State 17,200 (41,400) (10,700)
84,400 (39,000) 5,300
$ 1,130,600 $1,030,300 $588,100
The reconciliation of the federal statutory income tax rate
to the effective income tax rate is as follows:
1995 1994 1993
Per cent Per cent Per cent
of of of
income income income
before before before
Amount taxes Amount taxes Amount taxes
Statutory federal
rate $1,027,000 34.0% $845,900 34.0% $466,000 34.0%
State income
taxes, net of
federal
benefit 172,200 5.7 156,900 6.3 93,200 6.8
Amortization of
goodwill 21,800 .7 22,900 .9 24,500 1.8
Meals and
entertainment 20,100 .7 4,200 .2 3,200 .2
Expenditures
not deductible for
book (40,500) (1.3)
Excess
tax reserve (70,700) (2.4)
Other 700 400 1,200
Effective
tax rate$ 1,130,600 37.4% $1,030,300 41.4% $588,1004 2.9%
A summary of the deferred income tax assets and liabilities are
as follows:
1995 1994
Assets
Bad debt reserve $81,900 $84,700
Vacation accrual 57,600 60,400
Inventory basis difference 110,600 80,100
Book accruals not currently
deductible for tax 131,800 210,900
$ 381,900 $436,100
Liabilities
Depreciation $ 747,200 $717,000
The Company had an Alternative Minimum Tax Credit carryforward of
approximately $203,000 at April 30, 1993 which was utilized to
reduce regular federal income tax payable in 1994. Prior to
1994, deferred taxes were provided for significant timing
differences primarily consisting of depreciation, accruals and
allowances not deductible for tax purposes and alternative
minimum tax credits.
NOTE 10 - SHAREHOLDERS' EQUITY:
The Company has three common stock incentive plans for officers
and other key employees. The first plan, established in 1987,
provides for the issuance of up to 180,000 shares of common stock
of which 5,436 options are available for future grant as of April
30, 1995. The second plan, established in 1992, provides for the
issuance of up to 100,000 shares of common stock of which 1,002
options are available for future grant as of April 30, 1995. The
third plan, established in 1994, provides for issuance of up to
200,000 shares of common stock of which 14,500 options are
available for future grant as of April 30, 1995. Provisions of
the plans are similar. Options may be granted at prices not less
than the fair market value at the date of grant and expire no
later than ten years after the date of grant. A summary of
changes in outstanding stock options is as follows:
Prices during
fiscal years 1995 1994 1993
Outstanding
at beginning of year $1.44 - $2.50 345,248 184,250 188,500
Granted $1.44 - $2.50 113,500 192,998
Exercised $1.50 - $2.12 (25,886)
Canceled $1.62 - $2.12 (10,124) (32,000) (4,250)
Outstanding at
the end of year $1.44 - $2.50 422,738 345,248 184,250
Shares available for grant 20,938 124,314 85,312
During 1995, warrants for 93,000 shares were issued in
conjunction with the issuance of $4,650,000 of convertible senior
subordinated debentures (Note 8).
During September 1986, shareholders approved the issuance of
non-qualified stock options to the former preferred shareholders
enabling them to purchase an aggregate of 1,000,000 shares of
common stock at $4.75 per share, the fair market value of the
common stock at the date of grant. The options became
exercisable at the rate of 20% per year on a cumulative basis
beginning in fiscal 1989 and had a duration of ten years. During
1994, the Company repurchased the options for $100,000. This
amount was recorded as general and administrative expense in the
Statement of Income.
NOTE 11 - COMMITMENTS AND CONTINGENCIES:
United Petroleum Marketing Inc. and United Petroleum Realty
Corp., a petroleum retailer and real estate company, initiated a
suit against the Company alleging damages of $2,395,000, claiming
that the Company violated the Agreement of Sale and various other
agreements relating to the sale of twenty-three gasoline stations
in 1987. Although the Company is unable to predict with
certainty the outcome of the aforementioned matter, management
believes this claim is without merit and that it is unlikely that
any liability it may incur would have an adverse effect on the
financial condition or results of operations of the Company.
The Company is subject to other legal proceedings and claims
which have arisen in the ordinary course of its business and have
not been finally adjudicated. These actions, when concluded and
determined, will not, in the opinion of management, have a
material adverse effect upon the financial position of the
Company.
The Company plans to construct a new facility near Erie,
Pennsylvania. Construction of the facility is currently
scheduled to begin during August 1995. The total cost of this
facility is expected to approximate $7,000,000 and is expected to
be financed through a combination of cash generated from
operations and bank financing.
NOTE 12 - RELATED PARTY TRANSACTIONS:
The Company has a long-term contract, which extends through
December 1995, with a petroleum distributor owned by a
shareholder director for the supply of gasoline and diesel fuel
to certain motor plazas. Purchases from this company were
$18,833,000 in fiscal 1995, $18,228,100 in fiscal 1994, and
$15,383,000 in fiscal year 1993. At April 30, 1995 and 1994,
$568,600 and $347,900, respectively, were owed to this supplier
under contract terms calling for payment within fifteen days.
The Maybrook, New York motor plaza is leased from a realty
company owned by two individuals, one of whom is a shareholder
director of the Company. The lease covers a period through March
2004 at which time the Company has the option to purchase the
facility for $3,500,000. Annual rentals under the lease are
$450,000.
The Company pays a shareholder director, fees and bonuses
for consulting, management and other services rendered to
the Company. These fees and bonuses amounted to
approximately $204,800, $239,000 and $188,000 for the years
1995, 1994 and 1993, respectively.
Item 8. Financial Statement and Supplementary Data
A capsule summary of the Companys unaudited quarterly
net sales, gross profit, net income and earnings per share
for the years ended April 30, 1995, 1994 and 1993 is
presented below.
First Second Third Fourth Total
1995 Quarter Quarter Quarter Quarter Year
Net Sales $38,175,726 $39,075,621 $37,529,063 $38,486,669 $153,267,079
Gross
Profit $ 9,778,327 $10,092,832 $ 9,246,917 $ 9,119,623 $ 38,237,699
Net
Income $ 561,250 $ 714,111 $ 286,917 $ 327,754 $ 1,890,032
Net
Income
Per
Share $ 0.11 $ 0.14 $ 0.05 $ 0.06 $ 0.36
First Second Third Fourth Total
1994 Quarter Quarter Quarter Quarter Year
Net Sales $34,380,334 $34,574,038 $32,661,421 $35,959,882 $137,575,675
Gross
Profit $ 8,971,090 $ 8,732,120 $ 7,812,943 $ 9,094,240 $ 34,610,393
Net Income Before Cumulative Effect of Change in an
Accounting
Principle $ 555,277 $ 523,361 $ 101,761 $ 277,214 $ 1,457,613
Change in Accounting
Principle $ (99,735) $ 0 $ 0 $ 0 $ (99,735)
Net Income $ 455,542 $ 523,361 $ 101,761 $ 277,214 $ 1,357,878
Net Income Per Share Before Cumulative Effect of Change in
an Accounting
Principle $ 0.11 $ 0.10 $ 0.02 $ 0.05 $ 0.28
Change in Accounting
Principle $ (0.02) $ 0.00 $ 0.00 $ 0.00 $ (0.02)
Net Income
Per Share $ 0.09 $ 0.10 $ 0.02 $ 0.05 $ 0.26
First Second Third Fourth Total
1993 Quarter Quarter Quarter Quarter Year
Net Sales $32,673,009 $35,161,794 $33,137,541 $36,709,828 $137,682,172
Gross
Profit $ 7,845,563 $ 8,316,296 $ 7,850,181 $ 8,562,697 $ 32,574,737
Net Income $ 100,007 $ 252,105 $ 221,849 $ 208,631 $ 782,582
Net Income
Per Share $ 0.02 $ 0.05 $ 0.04 $ 0.04 $ 0.15
Item 9. Disagreements on Accounting and Financial
Disclosure
Not Applicable
PART III
Item 10. Directors and Executive Officers of Registrant
The information required by this item is incorporated
herein by reference to the Company's proxy statement, to be
issued in connection with the Annual Meeting of Shareholders
of the Company to be held October 24, 1995, under "Election
of Directors".
Item 11. Executive Compensation
The information required by this item is incorporated
herein by reference to the Company's proxy statement, to be
issued in connection with the Annual Meeting of Shareholders
of the Company to be held October 24, 1995, under
"Compensation of the Directors and Executive Officers".
Item 12. Security Ownership of Certain Beneficial Owners
and Management
The information required by this item is incorporated
herein by reference to the Company's proxy statement, to be
issued in connection with the Annual Meeting of Shareholders
of the Company to be held October 24, 1995, under "Principal
Holders of Voting Securities" and "Election of Directors".
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated
herein by reference to the Company's proxy statement, to be
issued in connection with the Annual Meeting of Shareholders
of the Company to be held October 24, 1995, under "Certain
Relationships and Related Transactions" or "Compensation of
Directors and Executive Officers" and "Election of
Officers".
PART IV
Item 14. Exhibits, Financial Statement Schedules on Form 10-K
Item 14(a)(1), 14(a)(2) and 14(d):
The following financial statement and financial
statement schedules are filed as a part of Item 8 of this
Report:
Report of Independent Accountants
Balance Sheet for the years ended April 30, 1995 and
1994
Statement of Income for the years ended April 30, 1995,
1994 and 1993
Statement of Changes in Shareholders' Equity for the
years ended April 30, 1995, 1994 and 1993
Statement of Cash Flows for the years ended April 30,
1995, 1994 and 1993
Notes to Financial Statements
Financial Statement Schedules for years ended April 30,
1995, 1994 and 1993
Selected Quarterly Financial Information (Unaudited)
All other schedules are not submitted because they are
not applicable or not required under Regulation S-X or
because the required information is included in the financial
statements or notes thereto.
Item 14(b):
During the fourth quarter of fiscal 1995, a Current
Report on Form 8-K, dated February 15, 1995, was filed with
the Commission.
Item 14(a)(3) and 14(c):
See Index to Exhibits
INDEX TO EXHIBITS
(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.
3-c 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 on Form 10-K dated July 27, 1993.
(4) Instruments defining the rights of security holders,
including indentures
The Exhibits referenced under (3) of this Index to
Exhibits are incorporated herein by reference.
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 Companys 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 Companys Current Report on Form 8-K dated February
15, 1995.
(9) Voting trust agreements
None
(10) Material contracts
10.1 The following material contracts are incorporated
herein by reference to the Company's Registration
Statement on Form S-18, File No. 33-7870-NY:
10-a Employee Incentive Stock Option Plan
10-b Lease dated as of March 1, 1980, between the
Company and Livingston County Industrial
Development Agency for the Dansville, New York
facility.
10-c Sublease dated as of March 30, 1984, between
the Company and Maybrook Realty for the Maybrook,
New York facility.
10-d Sublease dated March 14, 1984, between the
Company and Ryder Truckstops, Inc. ("Ryder") for
part of the Mahwah, New Jersey facility.
10-e Sublease dated March 14, 1984, between the
Company and Ryder for part of the Mahwah, New
Jersey facility.
10-f Lease dated February 1, 1973, between
Truckstop Corporation of America, Inc. ("TCA") and
E. Elwood Moore and Francis Moore, together with
Assignments to the Company, dated March 14, 1984
for part of the Mahwah, New Jersey facility.
10-u Unbranded Distillate Sales Agreement dated
January 2, 1986, between the Company and W.W.
Griffith Oil Co., Inc.
10-v Purchase and Sales Contract for the Belmont,
New York facility dated February 7, 1986, between
the Company and W.W. Griffith Oil Co., Inc.
10.2 Lease, dated December 1, 1988, amended January 10,
1989, between the Company and Christ T. Panos is
incorporated herein by reference to Exhibit 2 (b) and
(c) to the Company's Current Report on Form 8-K dated
January 20, 1989, as amended by Form 8-K dated March
21, 1989.
10.3 Real estate mortgage dated January 5, 1989,
executed and delivered by the Company as security for
the Mortgage payable to Fleet Bank N.A. is incorporated
herein by reference to Exhibits 2 (n), 2 (p) and 2 (q)
to the Company's Amended Current Report on Form 8-K
dated March 21, 1989.
10.4 Mortgage Agreement dated December 1989 executed
and delivered by the Company as security for the
Mortgage payable to Fleet Bank N.A. relating to the
construction of the Greencastle, Pennsylvania facility
is incorporated herein by reference to Exhibit 10 (e)
of the Company's report on Form 10-K dated August 10,
1990.
10.5 Credit Agreement dated June 1988 executed and
delivered by the Company as security for the Mortgage
payable to Fleet Bank N.A. is incorporated herein by
reference to Exhibit 10 (f) of the Company's report on
Form 10-K dated August 10, 1990.
10.6 Term Loan Note dated January 28, 1991, executed
and delivered by the Company as security for the
Mortgage payable to Fleet Bank N.A. is incorporated
herein by reference to Exhibit 4 (c) of the Company's
report on Form 10-Q dated March 14, 1991.
10.7 1991 Employee Incentive Stock Option Plan is
incorporated herein by reference to Appendix "A" of the
Proxy Statement issued for the October 29, 1991, Annual
Meeting of Stockholders.
10.8 Term Loan Note dated July 29, 1992, executed and
delivered by the Company as security for the Mortgage
payable to First Eastern Bank is incorporated herein by
reference to Exhibit 10-j of the Company's report on
Form 10-K dated July 27, 1993. This Exhibit replaces
the commitment letter of February 3, 1992, from First
Eastern Bank for a term loan that was incorporated as
Exhibit 10-j of the Company's report on Form 10-K dated
July 23, 1992.
10.9 1993 Employee Incentive Stock Option Plan is
incorporated herein by reference to Appendix A of the
Proxy Statement issued for the October 26, 1993, Annual
Meeting of Stockholders.
10.10 Lease dated May 31, 1991 and amended June 17,
1992, between the Company and Townline Associates is
incorporated herein by reference to Exhibit 10.10, page
50 of the Companys report on Form 10-K dated July 27,
1994.
10.11 Lease dated November 20, 1987, amended April
21, 1993, and April 29, 1994, between the Company and
Siegel Limited Partnership is incorporated herein by
reference to Exhibit 10.11, page 91 of the Companys
report on Form 10-K dated July 27, 1994.
10.12 Term Loan Note dated June 30, 1994, executed
and delivered by the Company as security for the
Mortgage payable to Fleet Bank of New York is
incorporated herein by reference to Exhibit 10.12, page
120 of the Companys report on Form 10-K dated July 27,
1993.
10.13 Restated and Amended Credit Agreement,
Revolving Line Note and Term Loan Note, all dated
September 29, 1994, executed and delivered by the
Company to Fleet Bank of New York is incorporated
herein by reference to Exhibit 10.13, page 14 of the
Companys report on Form 10-Q dated November 28, 1994.
(11) Statement re computation of per share earnings
Computation of Per Share Earnings is set forth in
Exhibit (11) on page 44 of this report.
(12) Statement re computation of ratios
Not applicable
(13) Annual report to security holders
Not applicable
(16) Letter re change in certifying accountant
Not applicable
(18) Letter re change in accounting principles
Not applicable
(19) Previously unfiled documents
None
(22) Subsidiaries of Registrant
Exhibit (22) on page 44 of this report.
(23) Published report regarding matters submitted to vote of
security holders
None
(24) Consents of experts and counsel
Not applicable
(25) Power of Attorney
Not applicable
(28) Additional exhibits
None
(29) Information from reports furnished to state insurance
regulatory agencies
None
Exhibit 11
Computation of Per Share Earnings
The dilutive effect was calculated on a quarterly basis
for the year ended April 30, 1995. The following table
indicates the common equivalent shares if these options were
exercised.
Total Options Common
Below Market Average Average Equivalent
Quarter Ended Price Option Price Market Price Shares
7/31/94 390,748 $1.83 $2.23 70,447
10/31/94 388,248 $1.83 $2.17 61,187
1/31/95 423,248 $1.87 $2.44 99,243
4/30/95 422,748 $1.87 $2.54 111,519
Total of Four Quarters 342,396
Average common stock equivalents outstanding during year
ended 4/30/95 85,599
Average number of shares outstanding during year ended
4/30/95 5,209,924
Total common and common equivalent shares
5,295,523
Net Income for year ended 4/30/95 $1,890,032
Net Income per common and common equivalent shares $.36
Exhibit 22
Subsidiaries of the Registrant for the year ended April 30,
1995
The Company has no parent. As of April 30, 1992, all
subsidiaries have filed for certificates of dissolution and
all activity has been recorded by the Company for the year
ended April 30, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Travel Ports of
America, Inc., has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TRAVEL PORTS OF AMERICA, INC.
By: /S/ John M. Holahan
July 27, 1994 John M. Holahan,
President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following
persons in the capacities and on the date indicated below.
Signature Title Date
/S/ E. Philip Saunders Chairman of the Board and
E. Philip Saunders Chief Executive Officer July 28, 1995
/S/ John M. Holahan President and Chief July 28, 1995
John M. Holahan Operating Officer
/S/ William Burslem III Vice President, Secretary and
William Burslem III and Chief Financial Officer July 28, 1995
/S/ William A. DeNight Director July 28, 1995
William A. DeNight
/S/ John O. Eldredge Director July 28, 1995
John O. Eldredge
/S/ Dante Gullace Director July 28, 1995
Dante Gullace
/S/ John F. Kendall Director July 28, 1995
John F. Kendall