United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended April 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXHANGE ACT For
the transition period from [ ] to [ ]
Commission File Number 0-21451
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
(Exact name of small business issuer as specified in its charter)
NEVADA 85-0113644
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
150 LOUISIANA NE, ALBUQUERQUE, NM 87108
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 505-266-5985
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ___
As of June 16, 1997, 4,384,848 shares of the issuer's common stock were
outstanding.
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
April 30, 1997 and January 31, 1997 3
Consolidated Statements of Income for the
Three months ended April 30, 1997 and 1996 5
Consolidated Statements of Cash Flows for the
Three months ended April 30, 1997 and 1996 6
Notes to the Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis or
Plan of Operation 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Under Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Matters 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(IN THOUSANDS, EXCEPT SHARE DATA)
APRIL 30, JANUARY 31,
1997 1997
(UNAUDITED) (AUDITED)
--------------- ---------------
Current assets:
Cash and cash equivalents $ 4,905 $ 7,519
Accounts receivable, net 313 366
Notes receivable - current maturities 26 26
Inventories 3,626 3,202
Prepaid and other current assets 699 465
--------------- ---------------
Total current assets 9,569 11,578
Investment and long-term receivables:
Investment in partnership 13 13
Notes receivable, less current
maturities 105 96
--------------- ---------------
Total investment and long-term
receivables 118 109
Property & equipment, net 14,519 9,971
Intangible assets, less accumulated
amortization of $ 111 at April 30, 1997
and $ 108 at January 31, 1997 99 101
Goodwill, less accumulated amortization of
$5 at April 30, 1997 858 -
Deferred registration costs & other
deferred assets 84 84
--------------- ---------------
Total assets $ 25,247 $ 21,843
=============== ===============
See accompanying notes to consolidated financial statements.
3
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
APRIL 30, JANUARY 31,
1997 1997
(UNAUDITED) (AUDITED)
--------------- ---------------
Current liabilities:
Short-term borrowing, bank $ 209 $ -
Accounts payable and accrued liabilities 1,689 1,597
Long-term debt, current maturities 728 576
Income taxes payable 170 145
--------------- ---------------
Total current liabilities 2,796 2,318
Deferred income taxes 56 43
Long-term debt, less current maturities 8,777 6,118
--------------- ---------------
Total liabilities 11,629 8,479
Minority interest 205 206
Stockholders' equity
Common stock, $.001 par value;
authorized 100,000,000 shares;
issued and outstanding 4,384,848 shares 4 4
Additional paid-in capital 11,604 11,604
Retained earnings 1,805 1,550
--------------- ---------------
Total stockholders' equity 13,413 13,158
--------------- ---------------
Total liabilities and stockholders'
equity $ 25,247 $ 21,843
=============== ===============
See accompanying notes to consolidated financial statements.
4
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
FOR THE THREE MONTHS ENDED
----------------------------------
APRIL 30, APRIL 30,
1997 1996
(UNAUDITED) (UNAUDITED)
--------------- ---------------
Gross sales $ 6,682 $ 5,941
Less discounts on sales 77 71
--------------- ---------------
Net sales 6,605 5,870
Cost of goods sold 4,459 3,896
--------------- ---------------
Gross profit 2,146 1,974
General and administrative expenses (1,568) (1,479)
Other income 32 164
Depreciation and amortization (218) (193)
--------------- ---------------
Operating income 392 466
Other non-operating income (expense):
Interest income 82 24
Gain on sale of property and equipment 105 -
Interest expense (154) (159)
--------------- ---------------
Total other non-operating income
(expense), net 33 (135)
--------------- ---------------
Income before taxes 425 331
Income taxes 170 132
--------------- ---------------
Net income $ 255 $ 199
=============== ===============
Weighted average common and common
equivalent shares outstanding 4,384,848 3,363,348
Earnings per common and common
equivalent share $ 0.06 $ 0.06
=============== ===============
See accompanying notes to consolidated financial statements.
5
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE THREE MONTHS ENDED
----------------------------------
APRIL 30, APRIL 30,
1997 1996
(UNAUDITED) (UNAUDITED)
--------------- ---------------
Cash flows from operating activities:
Net income $ 255 $ 199
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 218 193
Income from partnership investment - 13
Gain on sale of property and equipment (105) -
Deferred income taxes 13 -
Changes in operating assets and
liabilities (488) (335)
--------------- ---------------
Net cash (used in) provided by
operating activities (107) 70
Cash flows from investing activities:
Business acquisitions (note 2) (4,865) -
Purchases of property and equipment, net (653) (272)
Disbursements on notes receivable, net (9) (83)
--------------- ---------------
Net cash used in investing activities (5,527) (355)
Cash flows from financing activities:
Borrowings on debt 3,239 3,111
Payments on debt (219) (2,062)
Proceeds from issuance of common stock, net - 225
Dividends paid - (51)
Payment of registration costs associated
with initial public offering of common
stock - (185)
--------------- ---------------
Net cash provided by financing
activities 3,020 1,038
--------------- ---------------
Net (decrease) increase in cash and cash
equivalents (2,614) 753
Cash and cash equivalents at beginning of
period 7,519 1,602
--------------- ---------------
Cash and cash equivalents at end of period $ 4,905 $ 2,355
=============== ===============
See accompanying notes to consolidated financial statements.
6
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements for the three months ended April 30,
1997 and April 30, 1996 are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair presentation of the financial position
and operating results for the interim periods. The condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's annual report on Form 10-KSB for the fiscal year
ended January 31, 1997. Results of operations for interim periods are not
necessarily indicative of results which may be expected for the year as a
whole.
2. Acquisitions. On April 1, 1997, the Company acquired all of the tangible
and intangible assets and certain liabilities of the outdoor advertising
division of The McCarty Company (McCarty) known as Pony Panels for $4.2
million. A member of the Company's Board of Directors is the majority
shareholder of The McCarty Company. The Company paid $1.7 million from the
proceeds of the initial public offering and financed $2.5 million with bank
debt. The bank debt carries a variable rate of interest tied to the bank's
prime rate (8.5% at April 30, 1997) and matures on April 1, 2007. Pony
Panels owns and operates approximately 750 8-sheet poster panels in the
Albuquerque, New Mexico metro area. The Company also entered into a
non-compete agreement with the former principals of McCarty for a period of
five years from the date of acquisition. The acquisition was accounted for
as a purchase and goodwill is being amortized over 20 years using the
straight-line method.
Assets acquired and liabilities assumed in the
acquisition are as follows:
Accounts receivable $ 73,941
Prepaid sign rent 15,057
Vehicles and equipment 63,500
Signs 3,200,000
Goodwill 863,000
Accounts payable (15,498)
---------------
$ 4,200,000
===============
The following proforma consolidated results of operations have been
prepared as if the acquisition of Pony Panels occurred at January 31, 1997
and 1996:
(in thousands except per share amounts)
Three Months Ended
------------------
April 30
--------
1997 1996
---- ----
Gross sales $ 6,794 $ 6,139
Net income 241 188
Earnings per common and
common equivalent share $ .06 $ .06
7
The proforma information is presented for informational purposes only and
is not necessarily indicative of the results of operations that actually
would have been achieved had the acquisition been consumated as of that
time, nor is it intended to be a projection of future results.
On April 26, 1997, the Company purchased the outdoor advertising assets of
General Outdoor Advertising for $240,000 in cash. The cash was provided
from proceeds of the Company's public offering of stock in December 1996.
The transaction was accounted for as a purchase.
On April 29, 1997, the Company purchased the outdoor advertising assets of
Mesa Outdoor Advertising for $150,000 in cash and a note payable to the
former owner in the amount of $275,000. The cash was provided from proceeds
of the Company's public offering of stock in December 1996. The note is
secured by the assets purchased, bears interest at a fixed rate of 9.0% per
annum and matures on May 1, 2007. The transaction was accounted for as a
purchase.
3. Subsequent Events. On May 2, 1997, the Company secured an additional line
of credit with one of its existing lenders of $1 million. The line carries
a variable interest rate based on the bank's prime lending rate (8.5% on
May 2, 1997). The primary purpose of the line of credit is to finance
future acquisitions of outdoor advertising assets.
4. As of April 30, 1997, there were approximately 30 shareholders of record of
the Company's common stock. Included in the shareholders of record are a
731 beneficial shareholders of the Company's common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
The following is a discussion of the consolidated financial condition and
results of operations of the Company as of and for the two fiscal periods ended
April 30, 1997 and 1996. This discussion should be read in conjunction with the
Consolidated Financial Statements of the Company and the Notes related thereto
included in the Company's Form 10-KSB for the fiscal years ended January 31,
1997 and 1996.
The Company operates in two industry segments, travel centers and outdoor
advertising. In order to perform a meaningful evaluation of the Company's
performance in each of its operating segments, the Company has presented
selected operating data which separately sets forth the revenue, expenses and
operating income attributable to each segment , and also separately sets forth
the corporate expenses of the Company which are not properly allocable to either
of the Company's segments for purposes of determining their respective operating
income. The discussion of results of operations which follows compares such
selected operating data and corporate expense data for the fiscal periods
presented.
The forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, which reflect management's
best judgment based on factors currently known, involve risks and uncertainties.
Actual results could differ materially form those anticipated in these
forward-looking statements as a result of a number of factors, including but not
limited to those discussed herein.
8
RESULTS OF OPERATIONS
The following table presents certain income and expense items derived from the
Consolidated Statements of Income for the three months ended April 30 (unaudited
and amounts in thousands):
% INCR/
1997 1996 (DECR)
---- ---- ------
TRAVEL CENTERS:
Gross revenues $ 5,632 $ 5,159 9.2%
Discounts on sales 77 71 7.4%
------------- -------------
Net revenues 5,555 5,088 9.2%
Cost of sales 3,903 3,457 12.9%
------------- -------------
1,652 1,631 1.3%
General and administrative
expenses 1,292 1,241 4.1%
Depreciation and
amortization 89 87 2.8%
------------- -------------
Operating income 271 303 (10.7%)
OUTDOOR ADVERTISING:
Revenues 1,050 782 34.4%
Operating expenses:
Direct operating expenses 556 439 26.8%
General and administrative
expenses 164 147 11.4%
Depreciation and
amortization 99 64 53.1%
------------- -------------
Operating income 231 132 76.0%
CORPORATE AND OTHER:
General and administrative
expenses (112) (91) 23.4%
Depreciation and
amortization (30) (42) (28.6%)
Interest expense (154) (159) (3.1%)
Other income, net 219 188 16.0%
------------- -------------
INCOME BEFORE TAXES 425 331 28.2%
INCOME TAXES 170 132 28.2%
------------- -------------
NET INCOME $ 255 $ 199 28.2%
============= =============
COMPARISON OF THE THREE MONTHS ENDED APRIL 30, 1997 AND APRIL 30, 1996
TRAVEL CENTERS. Gross revenues at the Company's travel centers increased 9.2% to
$5.6 million for the three months ended April 30, 1997 from $5.2 million for the
three months ended April 30, 1996. This increase is primarily attributable to
9
increased sales of gasoline which increased approximately $363,000, or 13.4%,
for the three months ended April 30, 1997 as compared to the same three months
ended April 30, 1996. Also included in gross revenues for travel centers is
approximately $158,000 in wholesale gasoline sales which resulted from the
Company's first CITGO wholesale distributorship. Merchandise sales declined
slightly to $1.5 million for the three months ended April 30, 1997 from $1.6
million for the three months ended April 30, 1996. Restaurant sales increased
3.0% to $766,000 for the three months ended April 30,1997 as compared to
$744,000 for the three months ended April 30,1996.
Cost of goods sold for the travel centers increased 12.9% to $3.9 million for
the three months ended April 30, 1997 from $3.5 million for the three months
ended April 30, 1996, primarily as result of increased retail gasoline sales and
the addition of its wholesale gasoline operations.
General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel, property costs and repairs
and maintenance. General and administrative expenses for the travel centers
increased slightly to $1.29 million for the three months ended April 30, 1997
from $1.24 million for the three months ended April 30, 1996.
Depreciation and amortization expense increased slightly to $89,000 for the
three months ended April 30, 1997 as compared to $87,000 for the three months
ended April 30, 1996. The increase is attributable to additions to depreciable
assets during the current fiscal period.
The above factors contributed to an overall decrease in travel center operating
income of 10.7% to $271,000 for the three months ended April 30,1997 from
$303,000 for the three months ended April 30, 1996. This decrease is primarily
attributable to the increases in gasoline sales which carry a much smaller
profit margin than sales of other merchandise and therefore, result in overall
smaller margins for the division.
OUTDOOR ADVERTISING. Revenues from the Company's outdoor advertising increased
34.4% to $1.1 million for the three months ended April 30, 1997 from $782,000
for the three months ended April 30, 1996. The increase was primarily
attributable to increased usage of available sign inventory, increases in rates
and the assimilation of the Company's acquisition of the outdoor advertising
assets of The McCarty Company known as Pony Panels (which was effective April 1,
1997). First month's billing revenues from the acquired assets were
approximately $65,000.
Operating expenses related to outdoor advertising consist of direct advertising
expenses, which include rental payments to property owners for the use of land
on which advertising displays are located, production expenses and selling
expenses. Production expenses include salaries for operations personnel and real
estate representatives, property taxes, materials and repairs and maintenance of
advertising displays. Selling expenses consist primarily of salaries and
commissions for salespersons and travel and entertainment related to sales.
Direct operating costs increased 26.8% to $556,000 for the three months ended
April 30, 1997 from $439,000 for the three months ended April 30, 1996,
principally due to addition of production personnel, the assimilation of direct
operating costs associated with the Pony Panels acquisition and increased costs
related to repairs and maintenance of existing advertising displays.
General and administrative expenses for outdoor advertising consist of salaries
and wages for administrative personnel, insurance, legal fees, association dues
and subscriptions and other indirect operating expenses. General and
administrative expenses increased 11.4% to $164,000 for the three months ended
April 30, 1997 from $147,000 for the three months ended April 30, 1996.
Depreciation and amortization expense increased 53.1% to $99,000 for the three
months ended April 30, 1997 from $64,000 for the three months ended April 30,
1996. The increase is attributable to scheduled depreciation of additional
advertising display structures and machinery and equipment. In addition,
depreciation and amortization expense increased as a result of the depreciation
of the value assigned to advertising display structures acquired in the Pony
Panels acquisition and the amortization of the related goodwill. Such expenses
amounted to approximately $21,000 for the three months ended April 30, 1997.
10
The above factors contributed to the increase in outdoor advertising operating
income of 76.0% to $231,000 for the three months ended April 30, 1997 from
$132,000 for the three months ended April 30, 1996. In addition, earnings before
interest, taxes, depreciation and amortization (EBITDA) for outdoor advertising
increased 68.4% to $330,000 for the three months ended April 30, 1997 from
$196,000 for the three months ended April 30, 1996. The EBITDA margin for
outdoor advertising increased to 31.4% for the three months ended April 30, 1997
as compared to 24.9% for the three months ended April 30, 1996.
CORPORATE AND OTHER. General and administrative expenses for corporate and other
operations of the Company consist primarily of executive and administrative
compensation and benefits, accounting, legal and investor relations fees.
General and administrative expenses increased 23.4% to $112,000 for the three
months ended April 30, 1997 as compared to $91,000 for the three months ended
April 30, 1996. This increase is primarily attributable to increased fees in the
aforementioned areas as part of the Company's transition from a privately held
company to a public entity.
Depreciation and amortization expenses for the Company's corporate and other
operations consist of depreciation associated with the corporate headquarters,
furniture and fixtures related thereto and its subsidiary. Depreciation and
amortization expenses decreased to $30,000 for the three months ended April 30,
1997 as compared to $42,000 for the three months ended April 30, 1996.
Interest expense declined 3.1% to $154,000 for the three months ended April 30,
1997 as compared to $159,000 for the three months ended April 30, 1996. This
decline is primarily attributable to the payment of certain lines of credit
(approximately $1.5 million) and more favorable terms associated with its
remaining indebtedness. See "Liquidity and Capital Resources".
Other income, net, primarily includes operating revenues and expenses from the
Company's subsidiary, farm income and gains and/or losses from the sales of
assets. Other income, net, increased 16.0% to $219,000 for the three months
ended April 30, 1997 as compared to $188,000 for the three months ended April
30, 1996.
Income before taxes increased 28.2% to $425,000 for the three months ended April
30, 1997 as compared to $331,000 for the three months ended April 30, 1996. As a
percentage of gross revenues, income before taxes increased to 6.4% for the
three months ended April 30, 1997 as compared to 5.6% for the three months ended
April 30, 1996.
Income taxes were $170,000 for the three months ended April 30, 1997 as compared
to $132,000 for the three months ended April 30, 1996, as result of higher
pretax income.
The foregoing factors contributed to the Company's increase in net income for
the three months ended April 30, 1997 of $255,000 as compared to $199,000 for
the three months ended April 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 1997, the Company had working capital of $6.8 million and a current
ratio of 3.4:1, compared to working capital of $9.3 million and a current ratio
of 5.0:1 at January 31, 1997. Net cash used for operating activities was
$107,000 for the three months ended April 30, 1997 as compared to cash provided
by operating activities of $70,000 for the three months ended April 30, 1996.
This decline is primarily attributable to increases in merchandise inventory
levels to prepare for the increase in tourists in the summer traveling months.
Net cash used for investing activities for the three months ended April 30, 1997
was $5.5 million, of which $4.2 million was used in the purchase of the outdoor
11
advertising assets of Pony Panels. On April 26, 1997 and April 29, 1997, the
Company purchased all of the outdoor advertising assets of General Outdoor
Advertising and Mesa Outdoor Advertising for $240,000 and $425,000,
respectively. In addition, approximately $300,000 was used for the purchase of
land for the construction of a new travel center complex. For the three months
ended April 30, 1996, net cash used for investing activities was $355,000. Net
cash provided by financing activities for the three months ended April 30, 1997
was $3.0 million as compared to $1.0 million for the three months ended April
30, 1996. The majority of such cash was utilized to finance the outdoor
advertising acquisitions previously noted. The Company incurred indebtedness in
the amount of $2.5 million for the Pony Panels acquisition and $275,000 for the
Mesa acquisition.
On April 26, 1997, the Company purchased the outdoor advertising assets of
General Outdoor Advertising for $240,000 in cash. The cash was provided from
proceeds of the Company's initial public offering ("IPO") of common stock in
December 1996.
On April 29, 1997, the Company purchased the outdoor advertising assets of Mesa
Outdoor Advertising for $150,000 in cash and a note payable to the former owner
in the amount of $275,000. The cash was provided from proceeds of the Company's
public offering of stock in December 1996. The note is secured by the assets
purchased, bears interest at a fixed rate of 9.0% per annum and matures on May
1, 2007.
On May 2, 1997, the Company secured an additional $1 million line of credit with
one of its existing lenders. The line of credit carries a variable interest rate
based on the bank's prime lending rate (8.5% on May 2, 1997). The primary
purpose of the line of credit is to finance future acquisitions of outdoor
advertising assets.
The Company is currently negotiating with one of its primary lenders to secure
additional lines of credit at amounts greater than its current capacities. The
Company believes that the remaining net proceeds from the IPO, internally
generated funds and funds available under current and future lines of credit
will be sufficient to satisfy all debt service obligations and finance its
current operations and anticipated capital expenditures for at least the next
twelve months.
Although the Company does not have any agreements in place, it is currently
negotiating with an independent party for the acquisition of outdoor advertising
assets and one independent party for the purchase of three travel centers. The
Company does not believe that any of these acquisitions are probable and the
Company has not executed a letter of intent or other agreement, binding or
non-binding, to make such acquisitions. Any such acquisition would be subject to
the negotiation and execution of definitive agreements, appropriate financing
arrangements, performance of due diligence, approval of the Company's Board of
Directors, receipt by the Company of unqualified audited financial statements,
and the satisfaction of other customary closing conditions, including the
receipt of third party consents. The Company would likely finance any such
acquisitions with cash, additional indebtedness or a combination of the two. To
the extent that any such acquisition would be paid for by the Company in cash,
the Company could decide to use a portion of the remaining net proceeds from the
IPO, use funds from its ongoing operations, seek additional financing from a
commercial lender or some combination of the foregoing. Any commercial financing
obtained for purposes of acquiring additional assets is likely to impose certain
financial and other restrictive covenants upon the Company and increase the
Company's interest expense.
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
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). Exhibit No. Exhibit Name
----------- ------------
10.43 Promissory Note, dated as of May 2, 1997,
payable by the Registrant to Norwest Bank
in the aggregate principal amount of $1,000,000
27 Financial Data Schedule
(b). For events during the three months ended April 30, 1997, the Company
filed a Form 8-K on May 1, 1997 in reporting its acquisition of the
outdoor advertising assets of The McCarty Company known as Pony
Panels. No financial statements were required to be filed.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: June 16, 1997
BOWLIN
Outdoor Advertising & Travel Centers Incorporated
/s/ Michael L. Bowlin
---------------------
Michael L. Bowlin, Chairman of the Board,
President and Chief Executive Officer
/s/ Michael E. Rising
---------------------
Michael E. Rising, Chief Financial Officer
(Principal Financial and Accounting Officer)
13