United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1998 [ ] 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 registrant 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 12, 1998, 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, 1998 and January 31, 1998...............................2 Consolidated Statements of Income for the Three Months Ended April 30, 1998 and 1997........................4 Consolidated Statements of Stockholders' Equity for the three months ended April 30, 1998..................5 Consolidated Statements of Cash Flows for the Three Months Ended April 30, 1998 and 1997....................6 Notes to the Consolidated Financial Statements....................8 Item 2. Management's Discussion and Analysis or Plan of Operation.....................................9 Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................13 PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................14 Item 2. Changes in Securities and Use of Proceeds........................14 Item 3. Defaults Upon Senior Securities..................................14 Item 4. Submission of Matters to a Vote of Security Holders..............14 Item 5. Other Information................................................14 Item 6. Exhibits and Reports on Form 8-K.................................14 Signatures ......................................................14 1 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, 1998 1998 (Unaudited) (Audited) ----------- --------- Current assets: Cash and cash equivalents $ 3,279 $ 4,054 Accounts receivable, net 688 579 Notes receivable, related parties - current maturities 15 30 Notes receivable - current maturities 22 7 Inventories 3,929 3,623 Prepaid expenses 506 448 Income taxes 34 90 Other current assets 3 4 ----------- ----------- Total current assets 8,476 8,835 Investment and long-term receivables: Investment in partnership 17 17 Notes receivable, related parties, less current maturities 43 20 Notes receivable, less current maturities 14 59 ----------- ----------- Total investment and long-term receivables 74 96 Property & equipment, net 18,196 15,728 Intangible assets, net 1,314 1,200 ----------- ----------- Total assets $ 28,060 $ 25,859 =========== =========== (Continued) 2 BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED AND SUBSIDIARIES Consolidated Balance Sheets Liabilities and Stockholders' Equity (In thousands, except share data) April 30, January 31, 1998 1998 (Unaudited) (Audited) ----------- ----------- Current liabilities: Short-term borrowing, bank $ 165 $ 745 Accounts payable 1,393 1,351 Long-term debt, current maturities 1,107 779 Accrued liabilities 359 456 ----------- ----------- Total current liabilities 3,024 3,331 Deferred income taxes 215 177 Long-term debt, less current maturities 10,449 8,124 ----------- ----------- Total liabilities 13,688 11,632 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 2,764 2,619 ----------- ----------- Total stockholders' equity 14,372 14,227 ----------- ----------- Total liabilities and stockholders' equity $ 28,060 $ 25,859 =========== =========== See accompanying notes to consolidated financial statements. 3 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, 1998 1997 (Unaudited) (Unaudited) ----------- ----------- Gross sales $ 7,124 6,682 Less discounts on sales 61 77 ----------- ----------- Net sales 7,063 6,605 Cost of goods sold 4,548 4,459 ----------- ----------- Gross profit 2,515 2,146 General and administrative expenses (1,687) (1,568) Other operating income 1 32 Depreciation and amortization (409) (218) ----------- ----------- Operating income 420 392 Other non-operating income (expense): Interest income 28 82 Gain on sale of property and equipment 4 105 Interest expense (214) (154) ----------- ----------- Total other non-operating income (expense), net (182) 33 ----------- ----------- Income before income taxes 238 425 Income taxes 93 170 ----------- ----------- Net income $ 145 255 =========== =========== Weighted average common and common dilutive potential shares outstanding 4,384,848 4,384,848 Earnings per share Basic and Diluted $ .03 .06 =========== =========== See accompanying notes to consolidated financial statements. 4 BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (In thousands) For the Three Months Ended -------------------------- Common Additional Number stock, pain-in Retained of shares at par capital earnings Total --------- ------ ------- -------- ----- Balance at January 31, 1998 4,384,848 $ 4 $ 11,604 $ 2,619 $ 14,227 Net income 145 145 --------- ------ ---------- -------- --------- Balance at April 30, 1998 4,384,848 $ 4 $ 11,604 $ 2,764 $ 14,372 ========= ====== ========== ======== ========= 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, 1998 1997 (Unaudited) (Unaudited) ----------- ----------- Cash flows from operating activities: Net income $ 145 $ 255 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 409 218 Gain on sales of property and equipment (4) (105) Deferred income taxes 38 13 Imputed interest 8 - Changes in operating assets and liabilities (406) (488) ----------- ----------- Net cash provided by (used in) operating activities 190 (107) Cash flows from investing activities: Proceeds from sale of assets 8 - Business acquisitions (note 2) (915) (2,090) Purchases of property and equipment, net (365) (653) Proceeds (disbursements) on notes receivable, net 22 (9) ----------- ----------- Net cash used in investing activities (1,250) (2,752) Cash flows from financing activities: Borrowings on short-term debt 165 - Borrowings on long-term debt 1,040 464 Payments on short-term debt (745) (219) Payments on long-term debt (175) - ----------- ----------- Net cash provided by financing activities 285 245 Net decrease in cash and cash equivalents (775) (2,614) Cash and cash equivalents at beginning of period 4,054 7,519 ----------- ----------- Cash and cash equivalents at end of period 3,279 4,905 =========== =========== (Continued) 6 BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued (In thousands) April 30, April 30, 1998 1998 (Unaudited) (Unaudited) ----------- ----------- Supplemental disclosure of cash flow information: Noncash investing and financing activities: Acquisition of outdoor advertising assets in exchange for long-term debt $ 1,650 $ 2,775 =========== =========== Acquisition of covenants not-to-compete in exchange for long-term debt $ 130 $ - =========== =========== Acquisitions: Fair value of assets acquired and liabilities assumed at the date of the acquisitions were as follows: Accounts receivable $ 34 $ 74 Prepaid expenses 31 15 Billboards 595 1,090 Vehicles and equipment 55 63 Goodwill - 863 Accounts payable - (15) =========== =========== See accompanying notes to consolidated financial statements. 7 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, 1998 and April 30, 1997 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, 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, 1998. Results of operations for interim periods are not necessarily indicative of results that may be expected for the year as a whole. 2. Acquisitions. On February 1, 1998, the Company acquired the outdoor advertising assets of Big-Tex Outdoor Advertising (Big-Tex) for 1,559,000. The Company paid $559,000 from the proceeds of the initial public offering and financed $1,000,000 with bank debt. Big-Tex owned and operated approximately 285 poster and painted faces in the Brownwood, Texas metro area. The Company also entered into a non-compete agreement with the former principals of Big-Tex for a period of ten years from the date of the acquisition, payable in ten annual installments of $10,000 beginning in February 1999. The acquisition was accounted for as a purchase. The results of Big-Tex's operations have been combined with the Company's since the date of acquisition. The purchase price was allocated to the assets acquired based on their estimated fair values and no goodwill was recorded in connection with the purchase. On March 3, 1998, the Company acquired the outdoor advertising assets of Norwood Outdoor, Inc. (Norwood) for $1,006,000. The Company paid $350,000 from the proceeds of the initial public offering, $6,000 cash and financed $650,000 with bank debt. Norwood owned and operated approximately 140 poster and painted bulletin faces in the Brady, Texas metro area. The acquisition was accounted for as a purchase. The results of Norwood's operations have been combined with the Company's since the date of acquisition. The purchase price was allocated to the assets acquired based on their estimated fair values and no goodwill was recorded in connection with the purchase. The following unaudited proforma consolidated results of operations have been prepared as if the acquisitions of Big-Tex and Norwood occurred on February 1, 1998 and 1997. (in thousands except per share amounts) Three Months Ended April 30 (unaudited) ----------- 1998 1997 ---- ---- Gross sales $ 7,149 $ 6,892 Net income 140 243 Earnings per basic and diluted share $ .03 $ .06 ========= ========= 8 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 consummated as of that time, nor is it intended to be a projection of future results. 3. Subsequent Events: On May 1, 1998 the Company purchased the outdoor advertising assets of Edgar Outdoor Advertising Co. for $918,000. The Company paid $18,000 cash at closing and $900,000 from the proceeds of the initial public offering. Edgar owned and operated approximately 62 painted bulletin faces in central Texas. On June 1, 1998 the Company purchased the outdoor advertising assets of J & J Sign Company, located in Silver City, New Mexico. The Company paid $275,000 from the proceeds of the initial public offering and will issue $100,000 of the Company's stock within 180 days of closing based on the closing price of the stock on June 1, 1998. J & J owned and operated approximately 40 painted bulletin faces in Southwestern New Mexico. 4. Available Financing: On May 1, 1998, the Company secured a $3.65 million loan agreement with one of its existing lenders. The note carries a variable interest rate based on the bank's prime lending rate (8.5% on May 1, 1998) and matures in May 2005. The primary purpose of the agreement was to consolidate short-term financing for three outdoor advertising acquisitions and the construction line of credit. Item 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations. 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, 1998 and 1997. This discussion should be read in conjunction with the Consolidated Financial Statements of the Company and the related Notes included in the Company's Form 10-KSB for the fiscal year ended January 31, 1998. 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 interim periods presented. The forward-looking statements included in Management's Discussion and Analysis or Plan of Operation, which reflect management's best judgment based on factors currently known, involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including but not limited to those discussed. 9 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/ 1998 1997 (Decr) ---- ---- ------ Travel centers: Gross sales $ 5,552 $ 5,602 (0.9%) Discounts on sales 61 77 (20.8%) -------- -------- Net sales 5,491 5,525 (0.6%) Cost of sales 3,856 3,903 (1.2%) -------- -------- 1,635 1,622 0.8% General and administrative expenses 1,325 1,262 5.0% Depreciation and amortization 141 89 58.4% -------- -------- Operating income 169 271 (37.6%) Outdoor advertising: Gross sales 1,572 1,050 49.7% Direct operating expenses 692 556 24.5% -------- -------- 880 494 78.1% General and administrative expenses 251 164 53.0% Depreciation and amortization 241 99 143.4% -------- -------- Operating income 388 231 68.0% Corporate and other: General and administrative expenses (111) (112) (0.9%) Depreciation and amortization (27) (30) (10.0%) Interest expense (214) (154) 39.0% Other income, net 33 219 (84.9%) -------- -------- Income before taxes 238 425 (40.0%) Income taxes 93 170 (45.3%) -------- -------- Net income $ 145 $ 255 (43.1%) ======== ======== Comparison of the Three Months Ended April 30, 1998 and April 30, 1997 Travel Centers. Gross sales at the Company's Travel Centers decreased slightly by 0.9% to $5.552 million for the three months ended April 30, 1998 from $5.602 million for the three months ended April 30, 1997. This decrease is primarily attributable to a 16.6% reduction in restaurant sales which were $639,000 for the three months ended April 30,1998 compared with $766,000 for the three months ended April 30,1997. Gasoline sales decreased 3.2% to $2.973 million for the three months ended April 30, 1998 from $3.071 for the same period in 1997. Wholesale gasoline sales increased 76.6% to $279,000 for the three months ended 10 April 30, 1998, as compared to $158,000 for the three months ended April 30, 1997. Merchandise sales increased 2.8% to $1.585 million for three months ended April 30,1998 as compared to $1.542 million for the three months ended April 30, 1997. Cost of goods sold for the travel centers decreased 1.2% to $3.856 million for the three months ended April 30, 1998 from $3.903 million for the three months ended April 30, 1997, primarily as result of the reduction in fuel prices and restaurant goods which was offset by an increase of wholesale gasoline. 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 to $1.325 million for the three months ended April 30, 1998 from $1.262 million for the three months ended April 30, 1997. Depreciation and amortization expense increased by 58.4% to $141,000 for the three months ended April 30, 1998 as compared to $89,000 for the three months ended April 30, 1998. The increase is attributable to additions of depreciable assets during the current interim periods. The above factors contributed to an overall decrease in travel center operating income of 37.6% to $169,000 for the three months ended April 30,1998 from $271,000 for the three months ended April 30, 1996. This decrease is primarily attributable to increases in general and administrative expenses and depreciation. Outdoor Advertising. Gross sales from the Company's Outdoor Advertising increased 49.7% to $1.572 million for the three months ended April 30, 1998 from $1.050 million for the three months ended April 30, 1997. The increase was primarily attributable to increased usage of available sign inventory, increases in rates and the continual assimilation of the Company's acquisitions. Direct operating expenses related to outdoor advertising consist of 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 24.5% to $692,000 for the three months ended April 30, 1998 from $556,000 for the three months ended April 30, 1997, principally due to the addition of production personnel, the assimilation of direct operating costs associated with the acquisitions 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, as a result of additional personnel, increased 53.0% to $251,000 for the three months ended April 30, 1998 from $164,000 for the three months ended April 30, 1997. Depreciation and amortization expense increased 143.4% to $241,000 for the three months ended April 30, 1998 from $99,000 for the three months ended April 30, 1997. The increase is attributable to scheduled depreciation of advertising display structures and machinery and equipment primarily associated with acquisitions as well as the amortization of goodwill and non-compete covenants. The above factors contributed to the increase in outdoor advertising operating income of 68.0% to $388,000 for the three months ended April 30, 1998 from $231,000 for the three months ended April 30, 1997. In addition, earnings before interest, taxes, depreciation and amortization (EBITDA) for outdoor advertising increased 90.6% to $629,000 for the three months ended April 30, 1998 from $330,000 for the three months ended April 30, 1997. The EBITDA margin for outdoor advertising increased to 40.0% for the three months ended April 30, 1998 as compared to 31.4% for the three months ended April 30, 1997. 11 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 decreased slightly to $111,000 for the three months ended April 30, 1998 as compared to $112,000 for the three months ended April 30, 1997. Depreciation and amortization expenses for the Company's corporate and other operations consist of depreciation associated with the corporate headquarters, furniture and fixtures and vehicles. Depreciation and amortization expenses decreased to $27,000 for the three months ended April 30, 1998 as compared to $30,000 for the three months ended April 30, 1997. Interest expense increased by 39.0% to $214,000 for the three months ended April 30, 1998 as compared to $154,000 for the three months ended April 30, 1997. The increase is primarily attributable to the increase in debt associated with the Company's acquisitions. Other income, net, primarily includes operating rental revenues from the Company's former subsidiary, gains and/or losses from the sales of assets, and interest income. Other income, net, decreased 84.9% to $33,000 for the three months ended April 31, 1998 as compared to $219,000 for the three months ended April 30, 1997. The decrease is due to certain non-operating gains in 1997 not present in 1998 and a decrease in interest income. Income before taxes decreased 44.0% to $238,000 for the three months ended April 30, 1998 as compared to $425,000 for the three months ended April 30, 1997. As a percentage of gross revenues, income before taxes decreased to 3.3% for the three months ended April 30, 1998 as compared to 6.4% for the three months ended April 30, 1997. Income taxes were $93,000 for the three months ended April 30, 1998 as compared to $170,000 for the three months ended April 30, 1997, as the result of lower pretax income. The foregoing factors contributed to the Company's decrease in net income for the three months ended April 30, 1998 to $147,000 as compared to $255,000 for the three months ended April 30, 1997. Liquidity and Capital Resources At April 30, 1998, the Company had working capital of $5.452 million and a current ratio of 2.8:1, compared to working capital of $5.504 million and a current ratio of 2.7:1 at January 31, 1998. Net cash provided by operating activities was $190,000 for the three months ended April 30, 1998 as compared to net cash used by operating activities of $107,000 for the three months ended April 30, 1997. Net cash provided in the current quarter is primarily attributable to increased depreciation and amortization from acquisitions and decreases in operating assets and liabilities. Net cash used in the prior quarter was primarily the result of greater operating assets and liabilities and gains on the sale of property and equipment. Net cash used for investing activities for the three months ended April 30, 1998 was $1.250 million, of which $915,000 was used in the purchase of the outdoor advertising assets of Big-Tex and Norwood and $365,000 was used for purchases of property and equipment. For the three months ended April 30, 1997, net cash used for investing activities was $2.752 million, of which $2.090 million was used for acquisitions. In addition, $300,000 was used for the purchase of land for the construction of a new travel center complex. Net cash provided by financing activities for the three months ended April 30, 1998 was $285,000 as compared to $245,000 for the three months ended April 30, 1997. At April 30, 1998 and 1997 financing activities were a result of borrowings and payments on debt. 12 On May 1, 1998 the Company purchased the outdoor advertising assets of Edgar Outdoor Advertising Co. for $918,000. The Company paid $18,000 cash at closing and $900,000 from the proceeds of the initial public offering. Edgar owned and operated approximately 62 painted bulletin faces in central Texas. On June 1, 1998 the Company purchased the outdoor advertising assets of J & J Sign Company, located in Silver City, New Mexico. The Company paid $275,000 from the proceeds of the initial public offering and will issue warrants for $100,000 of the Company's stock within 180 days of closing based on the closing price of the stock on June 1, 1998. J & J owned and operated approximately 40 painted bulletin faces in Southwestern New Mexico On May 1, 1998, the Company secured a $3.65 million loan agreement with one of its existing lenders. The note carries a variable interest rate based on the bank's prime lending rate (8.5% on May 1, 1998) and matures in May 2005. The primary purpose of the agreement was to consolidate short-term financing for three outdoor advertising acquisitions and the construction line of credit. Groundbreaking has commenced on the construction of a new travel center located approximately 20 miles west of Albuquerque, New Mexico, on interstate 40. The new travel center is scheduled to open in the fall of 1998. In addition, the Company expects to complete the upgrade of one travel center by July of 1998. Although the Company does not have any agreements in place, it will continue discussions with acquisition candidates throughout the Southwestern United States. 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. 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not required. 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submissions 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 ----------- ------------ 2.5 Purchase Agreement dated May 1, 1998 between the Registrant and Edgar Outdoor Advertising Co. 10.45 Promissory Note dated as of May 1, 1998, payable by the Registrant to Norwest Bank in the aggregate amount of $3,650.000. 27 Financial Data Schedule (b). No reports were filed on Form 8-K during the three months ended April 30, 1998. Signatures In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 12, 1998 BOWLIN Outdoor Advertising & Travel Centers Incorporated /s/ Michael L. Bowlin ----------------------------------------- Michael L. Bowlin, Chairman of the Board, President and Chief Executive Officer /s/ Nina J. Pratz ----------------------------------------- Nina J. Pratz, Chief Financial Officer (Principal Financial and Accounting Officer)