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 July 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 000-31701
BOWLIN TRAVEL CENTERS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 85-0473277
(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)
Registrant's telephone number, including area code: 505-266-5985
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of September 10, 2003, 4,583,348 shares of the issuer's common stock were
outstanding.
BOWLIN TRAVEL CENTERS, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO
-------
Item 1. Financial Statements
Condensed Balance Sheets as of July 31, 2003
and January 31, 2003............................................ 2
Condensed Statements of Income for the Three Months
and Six Months Ended July 31, 2003 and 2002..................... 3
Condensed Statements of Cash Flows for the Six Months
Ended July 31, 2003 and 2002.................................... 4
Notes to the Condensed Financial Statements..................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 5
Item 3. Quantitative and Qualitative Disclosures About
Market Risk..................................................... 9
Item 4. Controls and Procedures......................................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................... 10
Item 2. Changes in Securities and Use of Proceeds....................... 10
Item 3 Defaults Upon Senior Securities................................. 10
Item 4. Submission of Matters to a Vote of Security Holders............. 10
Item 5. Other Information............................................... 10
Item 6. Exhibits and Reports on Form 8-K................................ 10
Signatures...................................................... 10
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BOWLIN TRAVEL CENTERS, INC.
CONDENSED BALANCE SHEETS
(in thousands, except share data)
July 31, January 31,
2003 2003
(Unaudited)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 1,421 $ 2,416
Accounts receivable 108 106
Accounts receivable, related parties 5 4
Inventories 2,806 3,094
Prepaid expenses 411 309
Mortgages receivable, current maturities 8 9
Notes receivable 46 33
----------- -----------
Total current assets 4,805 5,971
Property & equipment, net 9,844 9,167
Intangible assets, net 223 240
Interest receivable 19 27
Investment in bond 1,000 --
Investment in real estate 518 475
Mortgages receivable 151 301
Notes receivable 167 202
----------- -----------
Total assets $ 16,727 $ 16,383
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,012 $ 995
Current installments of long-term debt 666 647
Accrued liabilities 467 256
Deferred revenue 5 33
Income taxes payable 77 2
----------- -----------
Total current liabilities 2,227 1,933
Deferred income taxes 592 590
Long-term debt, less current installments 3,060 3,400
----------- -----------
Total liabilities 5,879 5,923
----------- -----------
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000,000 shares
authorized, none issued or outstanding at July 31,
2003 and January 31, 2003 -- --
Common stock, $.001 par value; 10,000,000 shares
authorized, 4,583,348 issued and outstanding at
July 31, 2003 and January 31, 2003 5 5
Additional paid in capital 9,775 9,775
Retained earnings 1,068 680
----------- -----------
Total stockholders' equity 10,848 10,460
----------- -----------
Total liabilities and stockholders' equity $ 16,727 $ 16,383
=========== ===========
See accompanying notes to condensed financial statements.
2
BOWLIN TRAVEL CENTERS, INC.
CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)
Three Months Ended Six Months Ended
---------------------------- ----------------------------
July 31, July 31, July 31, July 31,
2003 2002 2003 2002
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
Gross sales $ 6,374 $ 6,845 $ 11,611 $ 12,130
Less discounts on sales 140 120 232 212
----------- ----------- ----------- -----------
Net sales 6,234 6,725 11,379 11,918
Cost of goods sold 3,803 4,368 7,198 7,821
----------- ----------- ----------- -----------
Gross profit 2,431 2,357 4,181 4,097
General and administrative expenses (1,740) (1,628) (3,245) (3,122)
Depreciation and amortization (164) (184) (338) (373)
----------- ----------- ----------- -----------
Operating income 527 545 598 602
Non-operating income (expense):
Interest income 32 28 51 54
Gain on sale of property and
equipment 11 3 31 5
Interest expense (46) (57) (94) (115)
Miscellaneous income -- 39 1 40
Rental income 23 23 45 43
----------- ----------- ----------- -----------
Total non-operating income
(expense) 20 36 34 27
----------- ----------- ----------- -----------
Income before income taxes 547 581 632 629
Income taxes 209 208 244 226
----------- ----------- ----------- -----------
Net income $ 338 $ 373 $ 388 $ 403
=========== =========== =========== ===========
Earnings per share:
Basic and diluted $ 0.07 $ 0.08 $ 0.09 $ 0.09
=========== =========== =========== ===========
Weighted average common shares
outstanding 4,583,348 4,583,348 4,583,348 4,583,348
=========== =========== =========== ===========
See accompanying notes to condensed financial statements.
3
BOWLIN TRAVEL CENTERS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
For the Six Months Ended
----------------------------
July 31, July 31,
2003 2002
(Unaudited) (Unaudited)
----------- -----------
Cash flows from operating activities:
Net income $ 388 $ 403
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 338 373
Amortization of loan fee 12 14
Gain (loss) on sale of property and equipment (31) (5)
Deferred income taxes 3 (8)
Changes in operating assets and liabilities,net 458 536
----------- -----------
Net cash provided by operating activities 1,168 1,313
----------- -----------
Cash flows from investing activities:
Proceeds from sale of assets 56 4
Purchases of property and equipment, net (1,035) (179)
Accrued interest receivable 8 16
Investment in bond (1,000) --
Investment in real estate (42) --
Mortgages receivable, net 149 2
Notes receivable, net 22 17
----------- -----------
Net cash used in investing activities (1,842) (140)
----------- -----------
Cash flows from financing activities:
Payments on long-term debt (321) (399)
----------- -----------
Net cash used in financing activities (321) (399)
----------- -----------
Net (decrease) increase in cash and cash equivalents (995) 774
Cash and cash equivalents at beginning of period 2,416 2,671
----------- -----------
Cash and cash equivalents at end of period $ 1,421 $ 3,445
=========== ===========
See accompanying notes to condensed financial statements.
4
BOWLIN TRAVEL CENTERS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. The condensed financial statements of Bowlin Travel Centers, Inc. (the
Company) as of and for the three months and six months ended July 31, 2003
and 2002 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 interim financial statements should be
read in conjunction with the 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-K for the
fiscal year ended January 31, 2003. Results of operations for interim
periods are not necessarily indicative of results that may be expected for
the year as a whole.
2. On May 19, 2003, the Company transferred $1,000,000 into a bond with the
Federal Home Loan Bank. The bond has a maturity date of May 19, 2010 that
bears semi-annual interest of 4.24% and has a six month call provision.
3. In July 2003, the Company entered into a revolving line of credit with one
of its existing lenders in the amount of $2,000,000 to fund capital
expenditures. The note will bear interest based on prime rate. As of July
31, 2003, there were no amounts drawn on this credit agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
CERTAIN STATEMENTS CONTAINED HEREIN WITH RESPECT TO FACTORS WHICH MAY AFFECT
FUTURE EARNINGS, INCLUDING MANAGEMENT'S BELIEFS AND ASSUMPTIONS BASED ON
INFORMATION CURRENTLY AVAILABLE, ARE FORWARD-LOOKING STATEMENTS MADE PURSUANT TO
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. SUCH FORWARD-LOOKING STATEMENTS THAT ARE NOT HISTORICAL FACTS INVOLVE
RISKS AND UNCERTAINTIES, AND RESULTS COULD VARY MATERIALLY FROM THE DESCRIPTIONS
CONTAINED HEREIN.
OVERVIEW
The following is a discussion of the financial condition and results of
operations of the Company as of and for the periods ended July 31, 2003 and
2002. This discussion should be read in conjunction with the Financial
Statements of the Company and the related notes included in the Company's annual
report on Form 10-K for fiscal year ended January 31, 2003.
The Company's principal business activities include the operation of
full-service travel centers and restaurants that offer brand name food and
gasoline, and a unique variety of Southwestern merchandise to the traveling
public in the Southwestern United States, primarily New Mexico.
The discussion of results of operations which follows compares such selected
operating data for the interim periods presented.
5
BOWLIN TRAVEL CENTERS, INC.
RESULTS OF OPERATIONS
The following table presents certain income and expense items derived from the
Statements of Operations for the three months and six months ended July 31
(unaudited and amounts in thousands):
Three Months Ended Six Months Ended
------------------ ---------------------
2003 2002 2003 2002
------ ------ -------- --------
SELECTED STATEMENT OF OPERATIONS DATA:
(in thousands, except per share data)
Gross sales $6,374 $6,845 $ 11,611 $ 12,130
====== ====== ======== ========
Net income $ 338 $ 373 $ 388 $ 403
====== ====== ======== ========
Earnings per share $ 0.07 $ 0.08 $ 0.09 $ 0.09
====== ====== ======== ========
COMPARISON OF THE THREE MONTHS ENDED JULY 31, 2003 AND JULY 31, 2002
Gross sales at the Company's travel centers decreased by 6.9% to $6.374 million
for the three months ended July 31, 2003, from $6.845 million for the three
months ended July 31, 2002. Merchandise sales decreased 1.6% to $3.038 million
for the three months ended July 31, 2003, from $3.087 million for the three
months ended July 31, 2002. The decrease is primarily due to a major interstate
construction project that adversely affected merchandise sales at one location
by $74,000 as well uncertainties related to the national economy. Gasoline sales
decreased 13.0% to $2.227 million for the three months ended July 31, 2003, from
$2.560 million for the same period in 2002. The decrease is primarily due to the
major interstate construction project that adversely affected gasoline sales at
one location by $340,000. Restaurant sales increased 14.9% to $694,000 for the
three months ended July 31, 2003, from $604,000 for the three months ended July
31, 2002. The increase is due to continuing sales incentive programs as well as
additional supervisory support dedicated to the restaurants. Wholesale gasoline
sales to independent retailers decreased 30.1% to $415,000 for the three months
ended July 31, 2003, from $594,000 for the three months ended July 31, 2002. The
decrease is primarily due to an additional wholesale location in the prior
period not present in the current period.
Cost of goods sold decreased 12.9% to $3.803 million for the three months ended
July 31, 2003, from $4.368 million for the three months ended July 31, 2002.
Merchandise cost of goods decreased 1.1% to $1.291 million for the three months
ended July 31, 2003, from $1.306 million for the three months ended July 31,
2002. The decrease is primarily due to a major interstate construction project
that adversely affected merchandise cost of goods at one location by $39,000.
Gasoline cost of goods decreased 16.4% to $1.931 million for the three months
ended July 31, 2003, from $2.309 million for the three months ended July 31,
2002. The decrease is primarily due to a major interstate construction project
that adversely affected gas cost of goods at one location by $312,000.
Restaurant cost of goods increased 9.1% to $179,000 for the three months ended
July 31, 2003, from $164,000 for the three months ended July 31, 2002. The
increase directly corresponds to the increase in sales. Wholesale gasoline cost
of goods decreased 31.7% to $402,000 for the three months ended July 31, 2003,
from $589,000 for the three months ended July 31, 2002. The decrease is
primarily due to an additional wholesale location in the prior period not
present in the current period. Cost of goods sold as a percentage of gross
revenues improved for the three months ended July 31, 2003 to 59.7%, as compared
to 63.8% for the three months ended July 31, 2002.
Gross profit increased 3.1% to $2.431 million for the three months ended July
31, 2003, from $2.357 million for the three months ended July 31, 2002. The
increase is primarily attributable to continued improvement of management of
costs of goods due to increases in volume purchasing.
6
BOWLIN TRAVEL CENTERS, INC.
General and administrative expenses consist of salaries, bonuses and commissions
for travel center personnel, property costs and repairs and maintenance. General
and administrative expenses also include executive and administrative
compensation and benefits, accounting, legal and investor relations fees.
General and administrative expenses increased 6.9% to $1.740 million for the
three months ended July 31, 2003, from $1.628 million for the three months ended
July 31, 2002. The increase is primarily due to continuing bonuses and
commissions for travel center personnel related to sales incentive programs as
well as an accrual of executive management bonuses.
Depreciation and amortization expense decreased 10.9% to $164,000 for the three
months ended July 31, 2003, from $184,000 for the three months ended July 31,
2002. The decrease is associated with certain assets becoming fully depreciated.
The above factors contributed to an overall decrease in operating income of 3.3%
to $527,000 for the three months ended July 31, 2003, compared to operating
income of $545,000 for the three months ended July 31, 2002.
Non-operating income (expense) includes interest income, gains and/or losses
from the sale of assets, rental income and interest expense. Interest income
increased 14.3% to $32,000 for the three months ended July 31, 2003, from
$28,000 for the three months ended July 31, 2002. The increase is due to
interest earned on the higher yielding bond. Gain on the sale of property and
equipment for the three months ended July 31, 2003 was $11,000, compared to a
gain on the sale of property and equipment of $3,000 for the three months ended
July 31, 2002. Rental income was $23,000 for the three months ended July 31,
2003 and the three months ended July 31, 2002. Interest expense decreased 19.3%
to $46,000 for the three months ended July 31, 2003, from $57,000 for the three
months ended July 31, 2002. The decrease is primarily due to lower interest
rates as well as lower debt balances.
Income before income taxes decreased 5.9% to $547,000 for the three months ended
July 31, 2003, compared to income before income taxes of $581,000 for the three
months ended July 31, 2002. As a percentage of gross revenues, income before
income taxes was 8.6% for the three months ended July 31, 2003, compared to 8.5%
for the three months ended July 31, 2002.
Income tax expense increased 0.5% to $209,000 for the three months ended July
31, 2003, compared to an income tax expense of $208,000 for the three months
ended July 31, 2002. The increase is a result of a permanent tax difference for
July 31, 2002 that resulted in a reduction to income tax expense for that period
only.
The foregoing factors contributed to net income for the three months ended July
31, 2003 of $338,000 compared to a net income of $373,000 for the three months
ended July 31, 2002.
COMPARISON OF THE SIX MONTHS ENDED JULY 31, 2003 AND JULY 31, 2002
Gross sales at the Company's travel centers decreased by 4.3% to $11.611 million
for the six months ended July 31, 2003, from $12.130 million for the six months
ended July 31, 2002. Merchandise sales decreased 3.8% to $5.079 million for the
six months ended July 31, 2003, from $5.282 million for the six months ended
July 31, 2002. The decrease is primarily due to a major interstate construction
project that adversely affected merchandise sales at one location by $114,000.
Gasoline sales decreased 4.1% to $4.495 million for the six months ended July
31, 2003, from $4.689 million for the same period in 2002. The decrease is
primarily due to the major interstate project that adversely affected gasoline
sales at one location by $420,000. Restaurant sales increased 11.5% to $1.229
million for the six months ended July 31, 2003, from $1.102 million for the six
months ended July 31, 2002. The increase is due to continuing sales incentive
programs as well as additional supervisory support dedicated to the restaurants.
Wholesale gasoline sales to independent retailers decreased 23.6% to $808,000
for the six months ended July 31, 2003, from $1.057 million for the six months
ended July 31, 2002. The decrease is primarily due to an additional wholesale
location in the prior period not present in the current period.
Cost of goods sold decreased 8.0% to $7.198 million for the six months ended
July 31, 2003, from $7.821 million for the six months ended July 31, 2002.
Merchandise cost of goods decreased 4.0% to $2.154 million for the six months
ended July 31, 2003, from $2.243 million for the six months ended July 31, 2002.
7
BOWLIN TRAVEL CENTERS, INC.
The decrease is primarily due to a major interstate construction project that
adversely affected merchandise cost of goods at one location by $60,000.
Gasoline cost of goods decreased 7.0% to $3.945 million for the six months ended
July 31, 2003, from $4.240 million for the six months ended July 31, 2002. The
decrease is primarily due to a major interstate construction project that
adversely affected gas cost of goods at one location by $390,000. Restaurant
cost of goods increased 1.6% to $313,000 for the six months ended July 31, 2003,
from $308,000 for the six months ended July 31, 2002. The increase corresponds
to the increase in restaurant sales, however, the increase in cost of goods is
less than the increase in sales as a result of improved cost controls. Wholesale
gasoline cost of goods decreased 23.7% to $786,000 for the six months ended July
31, 2003, from $1.030 million for the six months ended July 31, 2002. The
decrease directly corresponds to the decrease in wholesale gasoline sales. Cost
of goods sold as a percentage of gross revenues improved for the six months
ended July 31, 2003 to 62.0%, as compared to 64.5% for the six months ended July
31, 2002.
Gross profit increased 2.1% to $4.181 million for the six months ended July 31,
2003, from $4.097 million for the six months ended July 31, 2002. The increase
is primarily attributable to improved management of cost of goods due to
increases in volume purchasing.
General and administrative expenses consist of salaries, bonuses and commissions
for travel center personnel, property costs and repairs and maintenance. General
and administrative expenses also include executive and administrative
compensation and benefits, accounting, legal and investor relations fees.
General and administrative expenses increased 3.9% to $3.245 million for the six
months ended July 31, 2003, from $3.122 million for the six months ended July
31, 2002. The increase is primarily due to continuing bonuses and commissions
for travel center personnel related to sales incentive programs as well as an
accrual of executive management bonuses.
Depreciation and amortization expense decreased 9.4% to $338,000 for the six
months ended July 31, 2003 from $373,000 for the six months ended July 31, 2002.
The decrease is associated with certain assets becoming fully depreciated.
The above factors contributed to an overall decrease in operating income of 0.7%
to $598,000 for the six months ended July 31, 2003, compared to operating income
of $602,000 for the six months ended July 31, 2002.
Non-operating income (expense) includes interest income, gains and/or losses
from the sale of assets, rental income and interest expense. Interest income
decreased 5.6% to $51,000 for the six months ended July 31, 2003, from $54,000
for the six months ended July 31, 2002. The decrease is due to lower cash
balances in the current period offset by the interest earned on the higher
yielding bond. Gain on the sale of property and equipment for the six months
ended July 31, 2003 was $31,000, compared to a gain on the sale of property and
equipment of $5,000 for the six months ended July 31, 2002. Rental income was
$45,000 for the six months ended July 31, 2003 compared to $43,000 for the six
months ended July 31, 2002. Interest expense decreased 18.3% to $94,000 for the
six months ended July 31, 2003, from $115,000 for the six months ended July 31,
2002. The decrease is primarily due to lower interest rates as well as lower
debt balances.
Income before income taxes increased 0.5% to $632,000 for the six months ended
July 31, 2003, compared to income before income taxes of $629,000 for the six
months ended July 31, 2002. As a percentage of gross revenues, income before
income taxes was 5.4% for the six months ended July 31, 2003, compared to 5.2%
for the six months ended July 31, 2002.
Income tax expense increased 8.0% to $244,000 for the six months ended July 31,
2003, compared to an income tax expense of $226,000 for the six months ended
July 31, 2002. The increase is a result higher pre-tax income partially offset
by a permanent tax difference for July 31, 2002 that resulted in a reduction to
income tax expense not present in July 31, 2003.
The foregoing factors contributed to net income for the six months ended July
31, 2003 of $388,000 compared to a net income of $403,000 for the six months
ended July 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2003, the Company had working capital of $2.578 million and a
current ratio of 2.2:1, compared to working capital of $4.038 million and a
8
BOWLIN TRAVEL CENTERS, INC.
current ratio of 3.1:1 as of January 31, 2003. Net cash provided by operating
activities was $1.168 million for the six months ended July 31, 2003, compared
to $1.313 million for the six months ended July 31, 2002. Net cash provided by
operating activities for the six months ended July 31, 2003 is primarily
attributable to net income adjusted for depreciation and amortization expense
and changes in operating assets and liabilities partially offset by gains on
sales of assets. Net cash provided by operating activities for the six months
ended July 31, 2002 is primarily attributable to net income adjusted for
depreciation and amortization expense and changes in other operating assets and
liabilities.
Net cash used in investing activities for the six months ended July 31, 2003 was
$1.842 million, consisting of $1.035 million which was used for purchases of
property and equipment as well as $1.000 million invested in a bond with the
Federal Home Loan Bank, partially offset by mortgages receivable and proceeds
from the sale of assets. For the six months ended July 31, 2002, net cash used
in investing activities was $140,000, consisting of $179,000 which was used for
purchases of property and equipment, partially offset by notes and interest
receivable.
Net cash used in financing activities for the six months ended July 31, 2003 was
$321,000, which were payments on long-term debt. For the six months ended
July 31, 2002, net cash used in financing activities was $399,000, which were
payments on long-term debt.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The principal market risk to which the Company is exposed are interest rates on
the Company's debt. The Company's interest sensitive liabilities are its debt
instruments. Variable interest on the majority of the Company's debt equals
LIBOR plus an applicable margin. Because rates may increase or decrease at any
time, the Company is exposed to market risk as a result of the impact that
changes in these base rates may have on the interest rate applicable to Company
borrowings. Management does not, however, believe that any risk inherent in the
variable rate nature of its debt is likely to have a material effect on the
Company's financial position, results of operations or liquidity.
The Company has not entered into any market risk sensitive instruments for
trading purposes. Further, the Company does not currently have any derivative
instruments outstanding and has no plans to use any form of derivative
instruments to manage the Company's business in the foreseeable future.
Profit margins on gasoline sales can be adversely affected by factors beyond the
control of the Company, including supply and demand in the retail gasoline
market, price volatility and price competition from other gasoline marketers.
The availability and price of gas could have an adverse impact on general
highway traffic. The Company has not entered into any long-term fixed-price
supply agreements for gasoline. Any substantial decrease in profit margins on
gasoline sales or number of gallons sold could have a material adverse effect on
the Company's gross margins and operating income.
ITEM 4. CONTROLS AND PROCEDURES
The Company's management evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer, the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures were effective as of the end of the period covered by this report.
There has been no change in the Company's internal control over financial
reporting that occurred during the quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.
9
BOWLIN TRAVEL CENTERS, INC.
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. 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 10.32 - Loan Agreement with Bank of the West, dated July
10, 2003, by and among the Registrant, Bowlin Travel Centers,
Inc., and Bank of the West.
Exhibit 31.1 - Certification pursuant to Rule 13a-14(a)/15d-14(a)
of the Securities Exchange Act of 1934, as amended.
Exhibit 31.2 - Certification pursuant to Rule 13a-14(a)/15d-14(a)
of the Securities Exchange Act of 1934, as amended.
Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K.
On June 11, 2003, the Company filed a Current Report on Form 8-K
under Item 9 to disclose under Regulation FD a press release
dated June 11,2003, announcing revenue results for the quarter
ended April 30, 2003.
On April 22, 2003, the Company filed a Current Report on Form 8-K
under Item 9 to disclose under Regulation FD a press release
dated April 22, 2003, announcing revenue results for the fiscal
year ended January 31, 2003.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 11, 2003
/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
10